TRIANGLE PACIFIC CORP
10-Q, 1994-08-10
LUMBER & WOOD PRODUCTS (NO FURNITURE)
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                               UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  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                  July 1, 1994               
                               --------------------------------------------
                                    or

[ ]  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:              0-22138                               
                        ---------------------------------------------------

                               Triangle Pacific Corp.                      
- ---------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

                                    Delaware                               
- ---------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)

                                   94-2998971                              
- ---------------------------------------------------------------------------
                  (I.R.S. Employer Identification No.)

  16803 Dallas Parkway, Dallas, Texas                        75248         
- ---------------------------------------------------------------------------
(Address of principal executive offices)                  (Zip Code)       

                                 (214) 931-3000                            
- ---------------------------------------------------------------------------
(Registrant's telephone number, including area code)

                                                                           
- ---------------------------------------------------------------------------
(Former name, former address and former fiscal year if changed since last 
report)

     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

     Indicate the number of shares outstanding of each of the issuer's classes 
of common stock, as of the latest practicable date.  
                  14,661,329 Shares on July 1, 1994
                       TRIANGLE PACIFIC CORP. AND SUBSIDIARY

                                    INDEX


PART I FINANCIAL INFORMATION                                     Page No.

Item 1.     Financial Statements

     Consolidated Statements of Operations
     for the six months ended July 1, 1994 and July 2, 1993 and
     for the three months ended July 1, 1994 and July 2, 1993      4

     Consolidated Balance Sheets
     July 1, 1994 and December 31, 1993                            5

     Consolidated Statements of Cash Flows  
     for the six months ended July 1, 1994 and July 2, 1993        7

     Consolidated Statement of Changes in 
     Shareholders' Investment for the six months
     ended July 1, 1994.                                           8

     Notes to Consolidated Financial Statements                    9


Item 2.     Management's Discussion and Analysis of
            Financial Condition and Results 
            of Operations                                         12



PART II OTHER INFORMATION                                         17


SIGNATURES                                                        18




















                          PART I FINANCIAL INFORMATION



Item I.	Financial Statements

Triangle Pacific Corp. and Subsidiary
Consolidated Financial Statements
for the Six Months ended July 1, 1994





The consolidated financial statements included herein have been prepared by 
the Company without audit.  They contain all adjustments which are, in the 
opinion of the management, necessary to a fair statement of the results of the 
operations for the interim periods.  The operating results for the interim 
periods are not necessarily indicative of results to be expected for a full 
year.  It is suggested that these consolidated financial statements be read in 
conjunction with the consolidated financial statements and the notes thereto, 
included in the Company's Form 10-K as of December 31, 1993.  



                      TRIANGLE PACIFIC CORP. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 (in thousands, except earnings per share data)

                                 Six Months Ended        Three Months Ended    
                                 --------------------     -------------------
                                 July 1,     July 2,       July 1,    July 2,   
                                  1994        1993          1994       1993
                                 --------    --------     --------   --------   
Net sales                       $ 197,628   $ 166,335    $ 106,918  $  87,853
                                 --------    --------     --------   --------
Costs and expenses

     Cost of sales                146,098     127,556       77,471     67,021
     Selling, general 
       and administrative          27,720      22,546       14,607     10,915
     Amortization of goodwill         760         810          380        405
     Interest                       9,522       9,901        4,625      5,006
                                 --------    --------     --------   --------
                                  184,100     160,813       97,083     83,347
                                 --------    --------    --------   --------
Income before income taxes         13,528       5,522        9,835      4,506

Provision for income taxes          5,526       2,232        3,975      1,589
                                 --------    --------     --------   --------
Net income                      $   8,002   $   3,290    $   5,860  $   2,917
                                 ========    =======     ========   ========
Net income per share            $    0.55   $    0.47    $    0.40  $    0.43
                                 ========    ========     ========   ========
Weighted average shares 
  outstanding                      14,657       6,708       14,661      6,708


Pro-forma income data:
Net income                          8,002       3,290    $   5,860  $   2,917

Pro-forma adjustments re: 1993 
  recapitalization                      -         424            -        323
                                 --------    --------     --------   --------
Pro-forma net income            $   8,002   $   3,714    $   5,860  $   3,240
                                 ========    ========     ========   ========
Pro-forma net income per share  $    0.55   $    0.25    $    0.40  $    0.22
                                 ========     ========    ========   ========
Weighted average shares 
  outstanding                      14,657      14,645       14,661     14,645







The accompanying notes to consolidated financial statements are an integral 
part of these statements.
                      TRIANGLE PACIFIC CORP. AND SUBSIDIARY
                          CONSOLIDATED BALANCE SHEETS
                                 (in thousands)

                                                      July 1,     December 31,
                                                       1994          1993   
ASSETS                                             ---------      ------------
Current assets:  
   Cash and cash equivalents                       $  13,791      $     785
   Receivables (net of allowances  
    of $2,404 and $3,323 respectively)                48,743         39,454
   Inventories                                        63,091         64,072
   Prepaid expenses                                    4,824          4,273
                                                    --------       --------
     Total current assets                            130,449        108,584
                                                    --------       --------
Property, plant and equipment  
   Land                                               13,673         13,452
   Buildings                                          43,226         43,382
   Equipment, furniture and fixtures                  74,469         65,759
                                                    --------       --------
                                                     131,368        122,593

   Less:  accumulated depreciation                    17,165         13,171
                                                    --------       --------
                                                     114,203        109,422
Other assets:  
   Goodwill                                           59,820         60,580
   Trademark                                          30,333         30,733
   Other                                              13,666         11,654
   Deferred financing costs                            7,424          8,126
                                                    --------       --------
Total assets                                       $ 355,895      $ 329,099
                                                    ========       ========


















The accompanying notes to consolidated financial statements are an integral 
part of these balance sheets.  
                     TRIANGLE PACIFIC CORP. AND SUBSIDIARY
                    CONSOLIDATED BALANCE SHEETS (Continued)
                                (in thousands)


                                                     July 1,     December 31,
                                                      1994          1993   
LIABILITIES AND SHAREHOLDERS' INVESTMENT          ---------      ------------
Current liabilities:  
   Current portion of long-term debt              $   1,573      $   1,467
   Accounts payable                                  17,965         13,336
   Accrued liabilities                               25,173         19,699
   Income taxes payable                               4,992              -
                                                   --------       --------
     Total current liabilities                       49,703         34,502
                                                   --------       --------
Long-term debt, net of current portion              169,058        162,897
                                                   --------       --------
Deferred income taxes                                41,044         43,653
                                                   --------       --------
     Total liabilities                              259,805        241,052
                                                   --------       --------

Shareholders' investment:  
   Common stock - $.01 par value, authorized shares 
   - 30,000,000 issued and outstanding shares  
    14,661,329 at July 1, 1994 and 14,647,607 at 
    December 31, 1993                                   147            146
   Additional paid-in capital                        93,094         93,054
   Retained earnings (deficit):
    Post June 8, 1992                                 2,849         (5,153)
                                                   --------       --------

Total shareholders' investment                       96,090         88,047
                                                   --------       --------

Total liabilities and shareholders' investment    $ 355,895      $ 329,099
                                                   ========       ========













The accompanying notes to consolidated financial statements are an integral 
part of these balance sheets.  



                TRIANGLE PACIFIC CORP. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (in thousands)
                                                         Six Months Ended
                                                      --------------------
                                                       July 1,     July 2,
                                                        1994        1993  
Cash flows from operating activities:                 --------    --------
  Net income                                         $   8,002   $   3,290
  Adjustments:  
    Depreciation                                         3,994       3,911
    Deferred income taxes                               (2,609)        571
    Amortization of goodwill and trademark               1,160       1,210
    Amortization of deferred financing costs               716           -
    Amortization of original issue discount                  -         812
    Provision for doubtful accounts                        402         321
  Changes in assets and liabilities:  
    Receivables                                         (8,949)     (9,135)
    Inventories                                          1,387     (10,775)
    Prepaid expenses                                      (525)     (1,315)
    Other assets                                         1,917       1,927
    Accounts payable                                     4,479       1,757
    Accrued liabilities                                  4,110         269
    Accrued liabilities - interest                         785       2,351
    Income taxes payable                                 4,992       1,617
    Deferred compensation                                    -      (1,969)
                                                      --------    --------
Net cash provided by (used in) operating activities     19,861      (5,158)
                                                      --------    --------
Cash flows from investing activities:  
  Additions to property, plant & equipment              (6,174)     (2,013)
  Construction deposits                                 (1,852)     (2,168)
  Acquisition of Premier Wood Floors                    (5,123)          -
                                                      --------    --------
Net cash used in investing activities                  (13,149)     (4,181)
                                                      --------    --------
Cash flows from financing activities:  
  Long-term debt borrowings                              7,000      10,000
  Long-term debt payments                                 (733)       (707)
  Exercise of stock options                                 41           -
  Refinancing costs                                        (14)          -
                                                      --------    --------
Net cash provided by financing activities                6,294       9,293
                                                      --------    --------
Net increase (decrease) in cash                      $  13,006   $     (46)
Cash and cash equivalents, beginning  of period            785         547
                                                      --------    --------
Cash and cash equivalents, end of period             $  13,791   $     501
                                                      ========    ========
Supplemental disclosures of cash flow information:   
  Cash paid during the period for:  
    Interest                                         $   8,412   $   6,559
    Income taxes                                           146          45

The accompanying notes to consolidated financial statements are an integral 
part of these statements.  


                     TRIANGLE PACIFIC CORP. AND SUBSIDIARY
            CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' INVESTMENT
                    FOR THE SIX MONTHS ENDED JULY 1, 1994
                                  (in thousands)

                                     Additional    Retained
                          Common     Paid-In       Earnings  
                          Stock      Capital       (Deficit)      Total
                         -------     -------       ---------     -------
Balance,    
 December 31, 1993      $    146    $ 93,054      $ (5,153)     $ 88,047

Net income                     -           -         8,002         8,002

Exercise of stock    
 options                       1          40             -            41
                         -------     -------       -------       -------
Balance,    
 July 1, 1994            $   147    $ 93,094      $  2,849      $ 96,090
                         =======     =======       =======       =======








































The accompanying notes to consolidated financial statements are an integral 
part of this statement.  
TRIANGLE PACIFIC CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - 1993 RECAPITALIZATION:

     The Company filed, in August 1993, two registration statements with the 
Securities and Exchange Commission and sold to the public 7,939,750 shares of 
the Company's Common Stock and $160 million aggregate principal amount of 10-
1/2% Senior Notes due 2003 ("the Offerings").  The net proceeds of the 
Offerings together with borrowings under a new $90 million bank credit 
facility (the "New Credit Facility") were used (i) to repay the entire unpaid 
balance under the Company's previously-existing senior debt financing 
agreements, redeem certain previously outstanding debentures and pay related 
accrued interest, for a total of approximately $227 million, and (ii) for 
working capital and general corporate purposes.  As a result of this repayment 
of debt the Company incurred an extraordinary loss of $11.3 million, net of 
tax, which was recorded in the third quarter of 1993, as a result of the 
original issue discount on certain of the repaid notes as well as the premium 
required to redeem the debentures.  

     On June 14, 1993, the Company's Board of Directors approved a 
reclassification pursuant to which each share of Series A Common Stock was 
changed and converted into .67 of a share of Common Stock.  The transaction 
became effective upon completion of the Offerings described above and has been 
reflected retroactively in the accompanying consolidated financial statements.  

     Pro-forma figures for the periods on the Consolidated Statements Of 
Operations assume that the Offerings occurred on the first day of fiscal 1993.  

NOTE 2 -INVENTORIES:  

     Inventories are valued at the lower of cost or market.  The last-in, 
first-out (LIFO) method is used for certain lumber inventories and the first-
in, first-out (FIFO) method is used for all other inventories.  Inventories 
valued by the LIFO method were $18,369,000 at July 1, 1994 and $23,965,000 at 
December 31, 1993.  Had all inventories been valued by the FIFO method, which 
approximates current cost, inventories would have been increased by $5,138,000 
at July 1, 1994 and December 31, 1993.  Raw materials inventories include 
purchased parts and supplies to be used in manufactured products.  Work-in-
process and finished goods inventories include material, labor and overhead 
costs incurred in the manufacturing process.  The major components of 
inventories are as follows (in thousands):  

                                              July 1,     December 31,
                                               1994          1993     
                                             --------     ------------

     Raw materials                          $  31,513    $  42,045
     Work-in-process                            2,954        3,125
     Finished goods                            28,624       18,902
                                             --------     --------
          Total                             $  63,091    $  64,072
                                             ========     ========








NOTE 3 - LONG-TERM DEBT:  

     Long-term debt consists of the following (in thousands):

                                                 July 1,    December 31,
                                                  1994        1993     
                                                --------    -----------
     Mortgages payable                         $  10,631   $   4,364
     Senior Notes, 10 1/2% due 8-1-2003          160,000     160,000
                                                --------    --------
                                                 170,631     164,364
     Less:  Current portion of long-term debt     (1,573)     (1,467)
                                                --------    --------
                                               $ 169,058   $ 162,897
                                                ========    ========

     Letters of credit outstanding at July 1, 1994 and December 31, 1993 were 
$9.7 million  and $9.8 million, respectively, under a facility pursuant to 
which they can be renewed or replaced.  

Senior Notes

     The Senior Notes are senior unsecured obligations of the Company with an 
aggregate principal of $160 million.  The Senior Notes mature in 2003  and 
bear  interest at  an  annual rate of 10 1/2%, payable semi-annually.  The 
Senior Notes were issued under an Indenture (the "Indenture") between the 
Company and Texas Commerce Trust Company NA, as Trustee (the "Trustee").  The 
Senior Notes rank pari passu with all present and future senior indebtedness 
of the Company and senior to all present and future subordinated indebtedness 
of the Company.  However, because borrowings under the New Credit Facility are 
secured by inventory and accounts receivable of the Company and the proceeds 
thereof, the Senior Notes are effectively subordinated to such borrowings to 
the extent of such security interest.  

     The Senior Notes are not redeemable prior to August 1, 1998.  Thereafter, 
the Senior Notes are redeemable at the option of the Company at redemption 
prices specified in the Indenture.  The Senior Notes are not subject to any 
mandatory sinking fund requirements.  

     Upon a "change of control" (as defined in the Indenture), the Company is 
required to offer to purchase all outstanding Senior Notes at 101% of the 
principal amount thereof, plus accrued interest to the date of repurchase.  In 
addition, the Company may be required to offer to purchase the Senior Notes at 
100% of the principal amount plus accrued interest with the net cash proceeds 
of certain sales or other dispositions of assets.  

     The Indenture contains covenants which restrict, among other things, the 
incurrence of additional indebtedness by the Company and its subsidiaries, the 
payment of dividends and other distributions in respect of the capital stock 
of the Company, the creation of liens on the assets of the Company and its 
subsidiaries, the creation of certain restrictions on the payment of dividends 
and other distributions by the Company's subsidiaries, the issuance of 
preferred stock by the Company's subsidiaries, and certain mergers, sales of 
assets and transactions with affiliates.  

     The Indenture specifies a number of events of default including, among 
others, the failure to make timely principal, premium and interest payments or 
to perform the covenants contained therein.  The Indenture contains a cross-
default to other indebtedness of the Company aggregating more than $5,000,000 
and certain customary bankruptcy and insolvency defaults.  Upon the occurrence 
of an event of default under the Indenture, the Trustee or the holders of not 
less than 25% in principal amount of the outstanding Senior Notes may declare 
all amounts thereunder immediately due and payable, except that such amounts 
automatically become immediately due and payable in the event of a bankruptcy 
or insolvency default.  

New Credit Facility

     The Company has entered into the New Credit Facility, which provides for 
up to $90 million of revolving loans for working capital and general corporate 
purposes and for letters of credit.  Availability of borrowings under the New 
Credit Facility is based upon a formula related to inventory and accounts 
receivable.  At July 1, 1994, the Company had no borrowings under the New 
Credit Facility and had $52.1 million of borrowing capacity under this 
facility.  Borrowings under the New Credit Facility bear interest at the 
agent's prime rate plus 1% (8.25% at July 1, 1994) or, at the Company's 
option, at certain alternate floating rates and is secured by a pledge of the 
Company's inventory and accounts receivable.  The New Credit Facility expires 
on August 4, 1996.  

     The New Credit Facility contains covenants which restrict, among other 
things, the incurrence of additional indebtedness and rental obligations by 
the Company and its subsidiaries, the payment of dividends and other 
distributions in respect of the capital stock of the Company, the creation of 
liens on the assets of the Company and its subsidiaries, the creation of 
certain restrictions on the payment of dividends and other distributions by 
the Company's subsidiaries, the making of investments and capital expenditures 
by the Company and its subsidiaries, the creation of new subsidiaries by the 
Company, and certain mergers, sales of assets and transactions with 
affiliates.  The New Credit Facility also contains certain financial covenants 
relating to the consolidated financial condition of the Company and its 
subsidiaries, including covenants relating to their net worth, the ratio of 
their earnings to their fixed charges, the ratio of their earnings to their 
interest expense, the ratio of their current assets to their current 
liabilities, and the ratio of their indebtedness to their total 
capitalization.  At July 1, 1994, the Company was in compliance with all 
financial covenants.  

     The New Credit Facility specifies a number of events of default 
including, among others, the failure to make timely payments of principal, 
fees, and interest, the failure to perform the covenants contained therein, 
the failure of representations and warranties to be true, the occurrence of a 
"change of control" (as defined in the New Credit Facility, to include, among 
other things, the ownership by any person or group of more than 25% or, (in 
the case of The TCW Group, Inc. and its affiliates, 40%) of the total voting 
securities of the Company), and certain impairments of the security for the 
New Credit Facility.  The New Credit Facility also contains a cross-default to 
other indebtedness of the Company aggregating more than $2,000,000 and certain 
customary bankruptcy, insolvency and similar defaults.  Upon the occurrence of 
an event of default under  the New Credit Facility, at least three of the 
lenders holding at least 60% in amount of the principal indebtedness 
outstanding under the New Credit Facility may declare all amounts thereunder 
immediately due and payable, except that such amounts automatically become 
immediately due and payable in the event of certain bankruptcy, insolvency or 
similar defaults.  

     The New Credit Facility generally prohibits the Company from prepaying 
the Senior Notes whether the prepayment would result from the redemption of 
the Senior Notes, an offer by the Company to purchase the Senior Notes 
following a change of control or a sale or other disposition of assets, or the 
acceleration of the due date for payment of the Senior Notes.  

     Mortgages payable represent various Industrial Revenue Bond (IRB) notes.  
In June 1994, the Company entered into an industrial revenue financing 
agreement in the amount of $7,000,000 with Mississippi Business Finance Corp., 
a public corporation in Mississippi, to finance the expansion of the Bruce 
Hardwood Floors plant in Port Gibson, Mississippi.  The funds required were 
provided by a bank term loan which matures on June 28, 2001.  Collateral for 
the loan is the plant and equipment at Port Gibson, Mississippi.  The IRB 
notes vary in interest rate, with several notes dependent upon the prime rate.  
At July 1, 1994 and December 31, 1993 the interest rates ranged up to 9.0%.  

     These notes are payable through 2001 and are collateralized by the 
related underlying assets.  

NOTE 4 - INCOME TAXES:

     The components of the deferred tax liability and assets are as follows 
(in thousands):  

                                              July 1,    December 31,
                                               1994         1993
                                             --------     -----------
     Deferred Tax Liability:  
          Property, plant and equipment     $  24,728    $  28,429
          Trademark                            11,921       12,078
          Other                                 7,054        7,123
                                             --------     --------
                                            $  43,703    $  47,630
                                             ========     ========
  
     Deferred Tax Asset:  
          Tax carryforwards                 $       -    $   1,991
          Other                                 2,660        1,986
                                             --------     --------
                                            $   2,660    $   3,977
                                             ========     ========





     The provision for income taxes consists of the following (in thousands):

                                                  Six Months Ended
                                                --------------------
                                                 July 1,     July 2,
                                                  1994        1993
                                                --------    --------
     Current:  
          Federal                               $   4,497   $  1,474
          State and local                             552        187
                                                 --------    -------
                                                $   5,049   $  1,661
                                                 ========    =======
  
     Deferred:  
          Federal                               $     425   $    507
          State and local                              52         64
                                                 --------    -------
                                                $     477   $    571
                                                 ========    =======
     Total                                      $   5,526   $  2,232
                                                 ========    =======

     The tax provision for the periods ending July 1, 1994 and July 2, 1993 is 
40.9% and 40.4% of pre-tax income, respectively.  The factors causing the rate 
to vary from the U.S. Federal statutory rate are as follows (in thousands):  

                                                   Six Months Ended
                                                ---------------------
                                                 July 1,      July 2,
                                                  1994         1993
                                                --------     --------

     Computed (expected) tax provision          $  4,733     $ 1,877

     Increase  from:  
          State and local taxes                      582         237

     Amortization of goodwill                        299         310

     Change due to limitation of net
          operating loss carryforwards                 -        (215)

     Other book to tax differences (net)             (88)         23
                                                 -------      ------

                                                $  5,526     $ 2,232
                                                 =======      ======






MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS


NET SALES

     Net sales for the six months ended July 1, 1994 were $197.6 million 
compared to $166.3 million for the six months ended July 2, 1993, representing 
an 18.8% increase.  Net sales for all divisions increased which accounted for 
this growth over the same period last year.  

     Net sales for the three months ended July 1, 1994 were $106.9 million 
compared to $87.9 million for the three months ended July 2, 1993, 
representing a 21.7% increase.  Increased sales occurred in all divisions of 
the Company.  

GROSS PROFIT

     Gross profit for the six months ended July 1, 1994 amounted to $51.5 
million, or 26.1% of net sales, compared to $38.8 million, or 23.3% of net 
sales, in the same period in fiscal 1993.  

     Gross profit for the three months ended July 1, 1994 amounted to $29.4 
million, or 27.5% of net sales, compared to $20.8 million, or 23.7% of net 
sales, in the same period in fiscal 1993.  

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

     Selling, general and administrative expenses amounted to $27.7 million 
for the six months ended July 1, 1994 compared to $22.5 million for the six 
months ended July 2, 1993.  As a percent of net sales, selling, general and 
administrative expenses were 14.0% for the six months ended July 1, 1994 
compared to 13.6% for the same period in fiscal 1993.  

     Selling, general and administrative expenses amounted to $14.6 million 
for the three months ended July 1, 1994 compared to $10.9 million for the 
three months ended July 2, 1993.  As a percent of net sales, selling, general 
and administrative expenses were 13.7% for the three months ended July 1, 1994 
compared to 12.4% for the same period in fiscal 1993.  

OPERATING INCOME 

     Operating income for the six months ended July 1, 1994 was $23.1 million 
compared to operating income of $15.4 million in the six months ended July 2, 
1993.  The increased operating income in the first six months of fiscal 1994 
compared to the same period in fiscal 1993 was attributable to significantly 
higher net sales, together with improved operating efficiencies which 
generated increased operating profit margins.  

     Operating income for the three months ended July 1, 1994 was $14.5 
million compared to operating income of $9.5 million in the three months ended 
July 2, 1993.  This increase was also attributable to significantly higher net 
sales together with improved operating efficiencies which generated increased 
operating profit margins.  

INTEREST EXPENSE

     Interest expense for the six months ended July 1, 1994 was $9.5 million 
compared to $9.9 million for the six months ended July 2, 1993.  

     Interest expense for the three months ended July 1, 1994 was $4.6 million 
compared to $5.0 million for the three months ended July 2, 1993.  

NET INCOME

     Net income for the first six months of fiscal 1994 amounted to $8.0 
million compared to $3.3 million in the first six months in fiscal 1993.  The 
first six months of fiscal 1994 benefited from higher net sales and operating 
income.  

     Net income for the three months ended July 1, 1994, amounted to $5.9 
million compared to $2.9 million for the three months ended July 2, 1993.  The 
1994 period benefited from higher net sales and operating income.  


PRO-FORMA NET INCOME

     Pro-forma net income for the six months ended July 1, 1994 was $8.0 
million, or $.55 per share, versus $3.7 million, or $.25 per share for the 
same period in fiscal 1993.  


     Pro-forma net income for the three months ended July 1, 1994 was $5.9 
million, or $.40 per share, versus $3.2 million, or $.22 per share for the 
same period in fiscal 1993.  

     Pro-forma figures for 1993 assume that the Company's third quarter 1993 
public offerings of debt and equity securities occurred on the first day of 
fiscal 1993.  The gross proceeds of the Company's initial public offerings of 
debt and equity were $160 million and $79.4 million, respectively.  

LIQUIDITY AND CAPITAL RESOURCES

     In August 1993, the Company completed two public offerings of 7,939,750 
shares of the Company's Common Stock and $160 million aggregate principal 
amount of 10-1/2% Senior Notes due 2003.  The net proceeds of the offerings, 
together with borrowings under a new $90 million bank credit facility were 
used (i) to repay the entire unpaid balance under the Company's previously 
existing senior debt financing agreements, redeem certain previously 
outstanding debentures and pay related accrued interest, for a total of 
approximately $227 million, and (ii) for working capital and general corporate 
purposes.  As a result of this repayment of debt, the Company incurred an 
extraordinary loss of $11.3 million, net of tax, as a result of the original 
issue discount on certain of the repaid notes as well as the premium required 
to redeem the debentures.  The New Credit Facility provides for up to $90 
million of revolving credit loans for working capital and for letters of 
credit.  Availability of borrowings under the New Credit Facility is based 
upon a formula related to inventory and accounts receivable.  

     For the six months ended July 1, 1994, cash increased by $13.0 million.  
Cash provided from operating activities was $19.9 million and cash received 
from Industrial Revenue Bond Notes was $7.0 million.  This financing was used 
to finance the expansion of the Bruce Hardwood Floors plant in Port Gibson, 
Mississippi.  Cash flow of $13.1 million was used for additions to plant, 
property and equipment, construction deposits relating to expansion of the 
Bruce Hardwood Floors plant in West Virginia and the acquisition of Premier 
Wood Floors on July 1, 1994 for approximately $5.1 million.  

     On July 1, 1994, the Company had working capital of $80.7 million, or 
22.7% of total assets, and $52.1 million of unused bank borrowing capacity.  

     The Company believes that borrowing availability under the New Credit 
Facility and cash generated from operations will be adequate to fund working 
capital requirements, debt service payments and the planned capital 
expenditures.  



PART II - OTHER INFORMATION

Item 6.     Exhibits and Reports on Form 8-K.

            a)    Exhibits - None

            b)    No reports on Form 8-K have been filed during the quarter 
ended July 1, 1994.  



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.  


                              TRIANGLE PACIFIC CORP.




Date:  August 9, 1994       By:    /s/ M. Joseph McHugh            
      ----------------         -----------------------------------
                                  M. Joseph McHugh
                                  Senior Executive Vice President
                                   and Treasurer
                                  (duly authorized officer and
                                   principal financial officer)





Date:  August 9, 1994       By:    /s/ Robert J. Symon             
      ----------------         -----------------------------------
                                  Robert J. Symon
                                  Vice President - Controller
                                  (principal accounting officer)












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