UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20459
FORM 10-Q
(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 2, 1995
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 1-6150
ALBA-WALDENSIAN, INC.
(Exact name of registrant as specified in its Charter)
Delaware 56-0359780
(State or other jurisdiction (I.R.S.Employer Identification No.)
of incorporation or organization)
P.O. Box 100, Valdese, N.C. 28690
(Address of principal executive offices) (Zip Code)
(704) 874-2191
Registrant's telephone number, including area code
NONE
Former name, former address and former fiscal year, if changed since
last report.
Indicate by check mark whether 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
APPLICABLE ONLY TO CORPORATE USERS
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 2, 1995, the number of common shares outstanding was
1,864,403 .
<PAGE>
ALBA-WALDENSIAN, INC. AND SUBSIDIARIES
INDEX
PAGE
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets 1-2
July 2, 1995 and December 31, 1994
Condensed Consolidated Statements of Current 3
and Retained Earnings for the Three and Six Month
Periods Ended July 2, 1995 and July 3, 1994
Condensed Consolidated Statements of Cash 4-5
Flows for the Six Month Periods Ended
July 2, 1995 and July 3, 1994
Notes to Condensed Consolidated Financial 6-8
Statements
Item 2. Management's Discussion and Analysis of 9-13
Financial Condition and Results of Operations
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 15
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ALBA-WALDENSIAN, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
<TABLE>
<CAPTION>
July 2, December 31,
1995 1994 (1)
<S> <C> <C>
ASSETS (Unaudited)
CURRENT ASSETS:
Cash $ 87,600 $ 103,952
Accounts receivable,net 9,297,011 7,426,654
Refundable income taxes, net 127,394 127,394
Notes receivable 9,969 30,080
Inventories:
Materials 4,040,766 3,377,562
Work-in-process 5,781,148 5,945,246
Finished goods 9,034,697 7,941,372
Total inventories,net 18,856,611 17,264,180
Prepaid expenses and other 614,090 151,236
Deferred income taxes 298,010 298,010
Total Current Assets 29,290,685 25,401,506
PROPERTY AND EQUIPMENT 30,485,157 27,102,310
LESS ACCUMULATED DEPRECIATION (16,421,873) (15,497,062)
Property, Plant and
Equipment, Net 14,063,284 11,605,248
OTHER ASSETS:
Goodwill(Note 2) 8,911,294 0
Notes receivable 81,843 77,995
Trademarks and patents 302,868 324,654
Cash value-life insurance 314,016 320,325
Total Other Assets 9,610,021 722,974
_________ _________
TOTAL ASSETS $52,963,990 $37,729,728
========== =========
</TABLE>
(1) The balance sheet at December 31, 1994 has been taken from
the audited consolidated financial statements at that date.
See notes to consolidated condensed financial statements.
1
<PAGE>
ALBA-WALDENSIAN, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
<TABLE>
<CAPTION>
July 2, December 31,
1995 1994(1)
(Unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Short term borrowings and lines of credit(Note 3) $1,470,476 $ 1,178,062
Current maturities of long-term debt(Note 4) 2,350,000 500,000
Current maturities of capital lease obligations 112,491 113,526
Accounts payable 2,466,117 2,587,875
Accrued liabilities:
Labor and profit-sharing 579,841 689,983
Property and payroll taxes 380,083 102,939
Group health claims - estimated 408,812 150,000
Other 455,893 213,060
Income taxes payable 46,195 0
Total Current Liabilities 8,269,908 5,535,445
LONG-TERM DEBT (Note 4) 13,437,500 1,000,000
CAPITAL LEASE OBLIGATIONS - 58,069
DEFERRED COMPENSATION 364,473 344,391
DEFERRED INCOME TAXES 1,698,369 1,698,369
Total Liabilities 23,770,250 8,636,274
COMMITMENTS AND CONTINGENCIES(Notes 2,3, and 4)
STOCKHOLDERS' EQUITY:
Common stock - authorized 3,000,000 shares, $2.50 par
value; issued: 1,886,580 shares
in 1995 and 1994; outstanding:
1,864,403 and 1,863,153 shares
in 1995 and 1994, respectively 4,716,450 4,716,450
Additional paid-in capital 9,182,158 9,182,158
Retained earnings 15,453,143 15,361,763
Total 29,351,751 29,260,571
Less treasury stock - at cost
(22,177 and 23,427 shares in
1995 and 1994, respectively) (158,011) (166,917)
Total Stockholders' Equity 29,193,740 29,093,454
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $52,963,990 $37,729,728
============ ============
</TABLE>
(1) The balance sheet at December 31, 1994 has been taken from
the audited consolidated financial statements at that date.
See notes to consolidated condensed financial statements.
2
<PAGE>
ALBA-WALDENSIAN,INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Current
And Retained Earnings
(Unaudited)
<TABLE>
<CAPTION>
Three Month Period Ended Six Month Period Ended
July 2, July 3, July 2, July 3,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
CURRENT EARNINGS:
Net sales $ 16,252,148 $ 14,744,160 $ 30,630,412 $ 28,139,044
Cost of sales 12,385,693 10,962,611 23,649,262 21,123,576
Gross profit 3,866,455 3,781,549 6,981,150 7,015,468
Selling, general and
administrative expenses 3,228,768 2,864,573 6,186,644 5,482,347
Operating income 637,687 916,976 794,506 1,533,121
Interest expense (391,925) (69,165) (522,367) (184,261)
Interest income 5,908 7,328 8,784 20,960
Other (145,263) 16,802 (136,560) 43,724
Total other income (expense) (531,280) (45,035) (650,143) (119,577)
Income before income taxes 106,407 871,941 144,363 1,413,544
Provision for income taxes 42,712 322,665 54,858 523,058
Net income $ 63,695 $ 549,276 $ 89,505 $ 890,486
======== ======== ========= ========
Weighted average number of shares
of common stock outstanding 1,864,403 1,849,075 1,863,890 1,844,314
======== ======== ======== ========
Net income per common share $ .03 $ .30 $ .04 $ .48
======== ======== ======== =======
RETAINED EARNINGS:
Balance at beginning of period $ 15,389,448 $13,764,454 $ 15,361,763 $13,426,272
Net income 63,695 549,276 89,505 890,486
Exercise of stock options 0 (375) 1,875 (3,028)
Balance at end of period $ 15,453,143 $14,313,355 $ 15,453,153 $14,313,355
========= ========= ========== =========
</TABLE>
See notes to consolidated condensed financial statements.
3
<PAGE>
ALBA-WALDENSIAN, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Six Month Periods Ended
July 2, July 3,
1995 1994
<S> <C> <C>
OPERATING ACTIVITIES:
Net income
$ 89,505 $ 890,486
Adjustments to reconcile net income
to net cash used in operating activities:
Depreciation and amortization 1,098,097 938,982
Provision for bad debts, net of recoveries 67,761 115,700
Estimated loss/realized (gain) on sale of property 170,000 (6,309)
Provision for inventory obsolescence 375,391 173,000
Changes in operating assets and
liabilities providing (using) cash:
Accounts receivable 18,161 (1,105,681)
Refundable income taxes 0 76,133
Inventories (444,711) (548,636)
Prepaid expenses and other (456,545) (12,831)
Accounts payable (121,758) (765,027)
Accrued and other liabilities 351,719 401,358
Income taxes payable 46,195 135,547
Deferred compensation 20,082 (52,216)
Net cash provided by (used in) operating activities 1,213,897 240,506
INVESTING ACTIVITIES:
Capital expenditures (822,017) (799,560)
Payment for purchase of Balfour Healthcare (14,956,086) 0
Proceeds from sale of property 0 0
Proceeds from notes receivable 16,263 21,651
Net cash used in investing activities (15,761,840) (777,909)
FINANCING ACTIVITIES:
Net borrowings (payments) under line
of credit agreements 292,414 (50,000)
Issuance of long term debt 15,000,000 0
Principal payments on notes and leases (771,604) (332,558)
Cash proceeds from exercise of stock options 10,781 113,156
Net cash provided by (used in) financing activities 14,531,591 (269,402)
NET INCREASE (DECREASE) IN CASH (16,352) (806,805)
CASH AT BEGINNING OF PERIOD 103,952 960,516
CASH AT END OF PERIOD $ 87,600 $ 153,711
========== ===========
</TABLE>
4
<PAGE>
ALBA-WALDENSIAN, INC. AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Three Month Period Ended
July 2, July 3,
1995 1994
<C> <C> <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $487,597 $ 157,416
Income Taxes $ 12,333 $ 311,377
</TABLE>
See notes to consolidated condensed financial statements.
5
<PAGE>
ALBA-WALDENSIAN, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statement
For the Three and Six Month Periods Ending July 2, 1995 and July 3, 1994
(Unaudited)
1. UNAUDITED FINANCIAL INFORMATION
In the opinion of the Company, the accompanying unaudited
Consolidated Condensed Financial Statements contain all
adjustments necessary to present fairly the financial position
as of July 2, 1995 and the results of operations for the three
and six months periods ended July 2, 1995 and July 3, 1994. The
financial statements are presented as permitted by the
instructions to Form 10-Q and Article 10 of regulation S-X. The
accounting policies followed by the company are set forth in the
Company's Annual Report on Form 10-K which is incorporated by
reference.
The results of operations for the three and six month periods
ended July 2, 1995 are not necessarily indicative of the
results to be expected for the full year. These unaudited
financial statements should be read in conjunction with the
Company's most recent audited financial statements.
The three month period for 1995 began April 3, 1995 and ended
July 2, 1995. The three month period for 1994 began April 2,
1994 and ended July 3, 1994. The six month period for 1995
began January 1, 1995 and ended July 2, 1995. The six month
period for 1994 began January 1, 1994 and ended July 2, 1994.
2. ACQUISITION
On March 6, 1995, the company acquired the Balfour Healthcare
Division of Kayser-Roth Corporation. The acquisition consisted
of the following , subject to post-closing adjustments:
Fair value of assets acquired:
Accounts Receivable 1,956,279
Fixed Assets 2,730,830
Inventory 1,523,111
Goodwill 9,062,794
Total assets acquired 15,273,014
Cash paid 14,956,086
Liabilities assumed 316,928
The acquisition was accounted for using the purchase method of
accounting. Accordingly, the purchase price was allocated to
assets acquired based on their estimated fair values and may be
subject to further adjustment. The total cost in excess of
estimated fair value(goodwill of $9,062,794) is amortized on a
straight line basis over 15 years. The Company financed 100% of
the acquisition with a variable long term loan agreement(Note 4).
The results of operation of the Balfour Healthcare Division are
included in the accompanying financial statements since the date
of acquisition.
6
<PAGE>
The following unaudited pro forma summary presents the
information as if the acquisition had occurred at the beginning
of 1995 and 1994, after giving effect to certain adjustments,
including amortization of goodwill and interest expense from
debt issued to fund the acquisition and related income tax
effects. The total interest expense included in this pro forma
summary is $387,800 in 1994 and $573,000 in 1995. Goodwill
amortization is $302,000. This pro forma summary is provided for
information purposes only. It is based on historical information
and does not necessarily reflect the actual results that would
have occurred nor is it necessarily indicative of future results
of operations.
<TABLE>
<CAPTION>
Three Month Periods Ended Six Month Periods Ended
July 2, 1995 July 3, 1994 July 2, 1995 July 3, 1994
<S> <C> <C> <C> <C>
(Amounts in thousands of dollars, except per share data)
Net Sales $ 16,252.1 $ 18,498.2 $ 33,285.4 $ 35,446.1
Net Income 63.7 693.9 147.2 1,065.6
Earnings per common share $ .03 $ .37 $ .08 $.58
</TABLE>
3. SHORT TERM BORROWINGS AND LINES OF CREDIT
On March 6, 1995, the Company restructured its short term line
of credit to $5,000,000. This line of credit was used to
purchase the Baxter Healthcare P.A.S.r business in November,
1994 for $2,040,000 and to support existing working capital
needs. In addition this line of credit provides a sublimit of
$1,000,000 to support import letters of credit. Interest is
accrued at the LIBOR rate plus 1 3/4% at July 2,1995. The amount
outstanding at July 2, 1995, and December 31, 1994 was
$1,470,476 and $1,178,062, respectively.
4. LONG TERM DEBT
Long term debt is comprised of:
July 2 December 31
1995 1994
Note Payable-Equipment Loan(a) $ 1,250,000 $ 1,500,000
Note Payable-Balfour Purchase(b) 14,537,500 -
Total 15,787,500 1,500,000
Less:Current Maturities 2,350,000 500,000
Total Long Term Debt $13,437,500 $ 1,000,000
(a) Pursuant to a fixed rate term loan agreement dated February
12, 1993, this $2,000,000 note was used to purchase new
equipment. Interest accrues at 6.3% fixed rate and principal
payments are made quarterly with the final payment due December
31, 1997.
(b) Pursuant to variable loan rate term loan agreement dated
March 6, 1995, this $15,000,000 note was used to purchase the
Balfour Healthcare Division from Kayser-Roth Corporation.
Interest accrues at the rate of LIBOR plus 2% at July 2., 1995.
Principal payments
7
<PAGE>
are being made quarterly and began June 30,
1995 with the final payment due June 30, 2000. The note is
collateralized by all assets of the company.
This loan agreement contains various loan covenants, as
defined, which include maintaining a minimum tangible net worth,
a minimum cash flow and leverage ratio and a limit on capital
spending. The agreement also maintains that any cash dividends
paid will not cause default of any loan covenant as a result of
paying those dividends.
The annual principal maturites of the long term debt at July 2,
1995 were as follows:
1995 $ 1,175,000
1996 2,350,000
1997 2,350,000
1998 2,350,000
1999 2,350,000
2000 5,212,500
Total $ 15,787,500
5. EARNINGS PER SHARE
Net income per common share is calculated on the weighted
average number of shares of common stock outstanding during the
period. The effect of dilutive common stock equivalents is
immaterial.
6. LICENSE AGREEMENTS
The Company has a licensing agreement with Coats Viyella
International, UK, in which it is obligated to pay a 5% royalty
on all sales of product under the Byford Apparel label that is
not produced by Coats Viyella. The Company also has an agreement
with Mr. Ray Shaw, which obligates to Company to pay a 5% royalty
on all product sold under the BBW(R) label.
In connection with the purchase of Balfour Health Products, the
Company is obligated to pay Ms. Ada Shapiro a royalty of 5% of
sales up to $1,000,000, 2.5% of sales from $1,000,000 to
$2,000,000, and 1.5% of sales over $2,000,000 on two styles of
diabetic socks produced by Balfour Health Products.
8
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Liquidity and Capital Resources
The company has a good financial position with good liquidity.
On July 2, 1995, the company had a current working capital ratio
of 3.54 to 1 and working capital of $21,020,777. This ratio
was down from 4.59 to 1 at July 3, 1994 primarily due to the
short term borrowings associated with the acquisition of the
P.A.Sr business in November, 1994 and current maturities of
long -term debt associated with the acquisition of Balfour
Health Products in March, 1995.
Liquidity needs are primarily affected by and related to capital
expenditures and increased levels of accounts receivable due to
the Company's growth. These needs are adequately being met
through available working capital, and are supplemented by a
short-term line of credit of $5,000,000, to cover fluctuations ,
as well as a $2,000,000 equipment term loan. In addition, the
Company issued $15,000,000 of long-term debt on March 6, 1995
to purchase the assets of Balfour Health Products which
consisted of accounts receivable, building and equipment, and
inventory.
Results of Operations
Three Month Periods Ended July 2, 1995, and July 3, 1994
Net sales by division for the second quarter of 1995 compared
to the second quarter of 1994 are set forth in the following
table.
<TABLE>
<CAPTION>
Three Month Period Ended
July 2 July 3 Increase/ %Increase
1995 1994 (Decrease) (Decrease)
<S> <C> <C> <C> <C>
Consumer Products $6,181,773 $8,124,260 $(1,942,487) (23.9)%
Health Products 8,438,147 3,979,779 4,458,368 112.0 %
Alba Direct 607,576 1,462,064 (854,448) (58.4)%
Byford 1,008,611 1,178,057 (169,446) (14.4)%
AWI Retail 16,041 0 16,041 N/A
Total 16,252,148 14,744,160 1,507,588 10.2%
</TABLE>
The net sales increase of $1,507,988 as shown in the table
above was attributed to the increase in sales of the Health
Products Division, which includes the newly acquired Balfour
Health Products Division. During the second quarter, the Company
began to consolidate customers and products that were common to
both Balfour and Alba-Waldensian. It is estimated that the
Health Products Division's sales increased 104% due to the
aquisition of Balfour and 8% due to an increase in other
business. The decrease in Consumer Product sales was the result
of the prevailing weakness in the nation's retail sector and
increased competition for the retailers limited dollars. The
decline in Alba Direct sales is attributed to the Company's
termination of two of its seven Japanese dealers. After
experiencing an increase in sales for the first quarter, the
Byford Division sales in the second quarter declined due to
softness in the sweater market.
9
<PAGE>
Gross profits increased for the second quarter of 1995, as
compared to the second quarter of 1994 by $84,906 or 2.2%. Gross
profits as a percentage of sales decreased to 23.8% as
compared to 25.6 % in 1994. The increase in gross profits is
attributable to increased gross profits in the Health Products
Division of 73.3%. The Consumer Products and Alba Direct
Divisions' gross profit percentage decreased due to lower sales
volume and an increase in manufacturing cost. This increase in
manufacturing cost was the result of manufacturing overhead cost
not being reduced proportionate to the decrease in volume.
Selling, general, and administrative expenses(as a percentage
of net sales) increased from 19.4% in 1994 to 19.9% in 1995.
The increase is due to the addition of goodwill expense for the
Balfour acquisition of $151,000 or .9% of net sales.
Operating income decreased by $279,289 or 30.5% as compared to
the second quarter of 1994. The decrease in operating income
was primarily due to the decrease in sales and gross profits of
the Consumer Products and Alba Direct divisions as discussed
above.
Net other income /expense aggregated $531,280 of expense for
the second quarter of 1995, as compared to an expense of
$45,035 in the second quarter of 1994. The increased expense is
primarily due to two factors. One, the increase in interest
expense of $322,760 which relates to the financing of the
Balfour acquisition. Two, a write-down of the book value of the
Company's Main Street Plant by $170,000. The Main Street Plant
is being vacated due to the consolidation of the Company's
Health Products production in Rockwood, Tennessee and the
reorganization of manufacturing in the Valdese area. The Company
anticipates selling the Main Street plant in the third quarter
and has written the book value of the plant down to the
estimated market value.
Net income after taxes for the three month period ended July
2, 1995 decreased $485,581 or 88.4% as compared to the three
month period ended July 2, 1994. The primary resaons for the
decrease in net income were the decrease in sales for the
Consumer Products and Alba Direct divisions and the increase in
manufacturing cost, as discussed above.
Six Month Periods Ended July 2, 1995 and July 3, 1994
Net Sales by division for the first six month period of 1995 as
compared to the first six month period of 1994 are set forth in
the following table:
<TABLE>
<CAPTION>
Six Month Period Ended
July 2 July 3 Increase/ %Increase
1995 1994 (Decrease) (Decrease)
<S> <C> <C> <C> <C>
Consumer Products $12,860,451 $15,687,819 $(2,827,368) (18.0)%
Health Products 14,545,707 7,775,940 6,769,767 87.1 %
Alba Direct 1,037,821 2,423,565 (1,385,744) (57.2)%
Byford 2,167,282 2,251,720 ( 84,438) ( 3.7)%
AWI Retail 19,151 0 19,151 100.0%
Total $30,630,412 $28,139,044 $2,491,368 8.9%
</TABLE>
10
<PAGE>
The net sales increase of $2,491,368 as shown in the table
above was attributed to the increase in sales of the Health
Products Division, which includes the newly acquired Balfour
Health Products Division. It is estimated that Health Products
Division's sales increased 73.6% due to the acquisition of
Balfour and 13.5% due to an increase in other business. The
weakness in Consumer Products began in the fourth quarter of
1994 as major customers experienced an overstock position in
retail inventories. This weakness has continued through the
first six months of 1995. The decline in Alba Direct sales is
attributed to the Company's termination of two of its seven
Japanese dealers. The Byford Division sales have experienced a
slight decline due to softness in the sweater market.
Gross profits decreased for the first six months of 1995 as
compared to 1994 by $34,318 or .5%. Gross profits as a per cent
of sales decreased to 22.8% as compared to 24.9% in 1994. This
decrease in gross profits is attributable to a decrease in sales
in the Consumer and Alba Direct Divisions and an increase in
manufacturing cost resulting from overhead cost not being
reduced proportionate to the reduction in sales volume. Gross
profit in the Health Products Division actually increased 73%
over the prior year.
Selling, general and administrative expenses(as a percentage of
sales) increased from 19.5% in 1994 to 20.2% in 1995. The
increase is primarily due to the addition of goodwill expense
for the Balfour acquisition of $151,000 or .4% of net sales, the
addition of contract programmers in the MIS department, and
higher selling expenses for the Byford Division.
Operating income decreased by $738,615 or 48.2% as compared to
the first six months of 1994. The decrease in operating income
was primarily due to the decrease in sales and gross profits of
the Consumer and Alba Direct Divisions as discussed above.
Net other income/expense aggregated $650,143 of expense for the
first six month of 1995 as compared to an expense of $119,577 in
1994. The increase in expense is primarily due to two factors.
One, the increase in interest expense of $338,106 which relates
to the financing of the Balfour acquisition. Two, a write-down
of the book value of the Company's Main Street plant by
$170,000. The Main Street plant is being vacated due to
consolidation of the Company's Health Products production in
Rockwood, Tennessee and the reorganization of manufacturing in
the Valdese area. The Company anticipates selling the Main
Street plant in the third quarter and had written the book value
of the plant down to the estimated market value.
Net income after taxes for the six month period ended July 2,
1995 decreased to $89,505 or 90% as compared to $890,486 for the
six month period ended July 2, 1994. The primary reasons for
the decrease in net income were the decrease in sales for the
Consumer and Alba Direct divisions and the increase in
manufacturing cost, as discussed above.
Other Discussion
The Company will complete its relocation of the Valdese, NC
Health Products manufacturing to the newly acquired Balfour
facility in Rockwood, TN early in the third quarter. The Company
believes the consolidation of Health Products manufacturing will
reduce costs and enable management to lower inventories for the
Company's Health Products operations.
11
<PAGE>
In addition, the Company will complete the reorganization of
its Consumer Products operation in Valdese, NC in July. The
reorganization will enable the company to consolidate
manufacturing into fewer plants and bring back in house
manufacturing that has been outsourced.
The Company anticipates that manufacturing cost and inventories
will be reduced in the second six months of 1995 and that the
company's operating results will improve as compared to the
first six months of 1995.
Items as a percentage of sales are reflected in the following
table:
<TABLE>
<CAPTION>
Three Month Periods Ended Six Month Period Ended
July 2, July 3, July 2, July 3,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 76.2% 74.4% 77.2% 75.1%
Gross margin 23.8% 25.6% 22.8% 24.9%
Selling, general and
administrative expenses 19.9% 19.4% 20.2% 19.5%
Operating income 3.9% 6.2% 2.6% 5.4%
Other income (expense), net (3.3%) (0.3%) (2.1%) (0.4)%
Income before income taxes .6% 5.9% .5% 5.0%
Provision for income taxes .3% 2.2% .2% 1.8%
Net Income .3% 3.7% .3% 3.2%
======== ======== ====== =======
</TABLE>
12
<PAGE>
PART II. OTHER INFORMATION
Items 1,2,3,, and 5 are inapplicable and have been omitted.
Item 4. Submission of Matters to a Vote of Security Holders
a. The annual meeting of Shareholders was held May 7, 1995.
b. The Directors elected at the annual meeting were:
Clyde Wm. Engle
Joseph C. Minio
Thomas F. Schuster
The Directors whose term of office continued after the meeting
are:
C. Alan Forbes
Lee N. Mortenson
James M. Fawcett, Jr.
Paul H. Albritton, Jr.
William M. Cousins, Jr.
Glenn J. Kennedy
c. The election of Directors was the only item voted on at the
meeting
Director Votes For Votes Against Abstentions
Clyde Wm. Engle 1,181,274 0 1,074
Joseph C. Minio 1,171,174 0 11,174
Thomas F. Schuster 1,181,274 0 1,074
Item 6. Exhibits and Reports on FORM 8-K
a. Exhibits
11. Computation of earnings per share
27. Financial Data Schedule(filed in electronic format only)
b. Form 8-K
The registrant filed a current report on Form 8-K regarding
the acquisition of the Balfour Health Products Division of
Kayser-Roth Corporation on March 20, 1995. No financial
statements or pro-forma financial information was filed with
such Form 8-K but such statements and financial information were
filed as an amendment to the form on May 22, 1995 which included
the following items:
Item 7. Financial Statements and Exhibits.
a. Financial Statements of Business Acquired
b. Pro Forma Condensed Consolidated Financial Statements
- Pro Forma Condensed Consolidated Balance Sheet as of
December 31, 1994
- Pro Forma Condensed Consolidated Statement of Income for
the twelve month period ended January 28, 1995.
c. Exhibits
2. Asset Purchase Agreement dated March 6, 1995 between
registrant and Kayser-Roth Corporation.
(previously filed)
23.1 Consent of Arthur Anderson LLP.
13
<PAGE>
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 there unto duly authorized.
ALBA-WALDENSIAN, INC. AND SUBSIDIARIES
Date: 8-11-95
______________________________________
Thomas I. Nail
Chief Financial Officer and
Principal Accounting Officer
15
<PAGE>
EXHIBIT 11
ALBA-WALDENSIAN, INC. AND SUBSIDIARIES
Calculation of Primary and Fully Dilutive Earnings Per Share
(unaudited)
<TABLE>
<CAPTION>
Three Month Period Ended Six Month Period Ended
July 2, July 3, July 2, July 3,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Primary Earning Per Share
Weighted average number of common
shares outstanding 1,864,403 1,849,075 1,863,890 1,844,314
Net Income(Loss) $ 63,695 $549,276 $ 89,505 $890,486
Primary Earning Per Share $ .03 $ .30 $ .04 $ .48
Fully Dilutive Earning Per Share
Weighted average number of common
shares outstanding 1,864,403 1,849,075 1,863,890 1,844,314
Common Stock Equivalents(Options) 12,192 37,897 17,300 39,671
1,876,595 1,886,972 1,881,190 1,883,985
Net Income(Loss) $ 63,695 $ 549,276 $ 89,505 $ 890,486
Fully dilutive Earnings Per Share $ .03 $ .29 $ .04 $ .47
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUL-02-1995
<CASH> 87,600
<SECURITIES> 0
<RECEIVABLES> 9,297,011
<ALLOWANCES> 0
<INVENTORY> 18,856,611
<CURRENT-ASSETS> 29,290,685
<PP&E> 30,485,157
<DEPRECIATION> 16,421,873
<TOTAL-ASSETS> 52,963,990
<CURRENT-LIABILITIES> 8,269,908
<BONDS> 0
<COMMON> 4,716,450
0
0
<OTHER-SE> 24,477,290
<TOTAL-LIABILITY-AND-EQUITY> 52,963,990
<SALES> 30,639,412
<TOTAL-REVENUES> 30,639,196
<CGS> 23,649,262
<TOTAL-COSTS> 29,835,906
<OTHER-EXPENSES> 136,560
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 522,367
<INCOME-PRETAX> 144,363
<INCOME-TAX> 54,858
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 89,505
<EPS-PRIMARY> 0.04
<EPS-DILUTED> 0.04
</TABLE>
