ALBA WALDENSIAN INC
10-Q, 1996-08-14
KNITTING MILLS
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                                  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   June 30, 1996

                                       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 June 30, 1996, the number of common shares outstanding was 1,867,403.

<PAGE>

                     ALBA-WALDENSIAN, INC. AND SUBSIDIARIES

                                      INDEX

                                                                     PAGE

PART I.      FINANCIAL INFORMATION

Item 1.      Financial Statements

             Consolidated Balance Sheets                              1-2
             June 30, 1996 and December 31, 1995 

             Condensed Consolidated Statements of Current               3
             and Retained Earnings for the Three Month and Six
             Periods Ended June 30, 1996 and July 2, 1995
    
             Condensed Consolidated Statements of Cash                4-5
             Flows for the Six Month Period Ended
             June 30, 1996 and July 2, 1995

             Notes to Condensed Consolidated Financial                6-9
             Statements

Item 2.      Management's Discussion and Analysis of                10-12
             Financial Condition and Results of Operation

PART II.     OTHER INFORMATION

Item 6.      Exhibits and Reports on Form 8-K                       13-14
                         
             Signatures                                                15


<PAGE>



PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                     ALBA-WALDENSIAN, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets


                                                  June 30,    December 31,
                                                    1996        1995 (1)
ASSETS                                          (Unaudited)
CURRENT ASSETS:
Cash                                           $     13,898    $  56,009

Accounts receivable,net                          9,946,589     9,391,137
Refundable income taxes, net                       285,613       437,453
Notes receivable                                    22,642        21,704
Inventories:
Materials                                        3,336,931     3,171,091
Work-in-process                                  5,086,047     4,749,829
Finished goods                                   8,033,697     7,237,050
Total inventories,net                           16,456,675    15,157,970
Prepaid expenses and other                         329,903       379,373
Deferred income taxes                              480,850       480,850
         Total Current Assets                   27,536,170    25,924,496


PROPERTY AND EQUIPMENT                          30,593,752    29,979,572
LESS ACCUMULATED DEPRECIATION                  (17,093,482)  (16,204,174)
Property, Plant and
  Equipment, Net                                13,500,270    13,775,398

OTHER ASSETS:
Goodwill(Note 2)                                 8,642,721     8,957,001
Notes receivable                                    56,766        60,421
Trademarks and patents                             255,948       281,082
Cash value-life insurance                                0       331,617
Total Other Assets                               8,955,435     9,630,121

TOTAL ASSETS                                   $49,991,875   $49,330,015



 (1)  The balance sheet at December 31, 1995 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


                                                      June 30,      December 31,
                                                       1996           1995(1)
                                                    (Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Short term borrowings and lines of credit(Note 3)    $2,609,665      $1,267,600
Current maturities of long-term debt(Note 4)          2,350,000       2,350,000
Current maturities of capital lease obligations               0          58,069
Accounts payable                                      2,918,188       2,773,542
Accrued liabilities:
Labor and profit-sharing                                901,173         517,286
Property and payroll taxes                              247,836         247,453
Group health claims - estimated                          40,139         188,143
Other                                                   541,259         481,801
Income taxes payable                                     64,990               0
Total Current Liabilities                             9,673,250       7,883,894

LONG-TERM DEBT (Note 4)                              11,087,500      12,262,500
CAPITAL LEASE OBLIGATIONS                                 -               -
DEFERRED COMPENSATION                                   271,647         330,086
DEFERRED INCOME TAXES                                 1,385,019       1,385,019
Total Liabilities                                    22,417,416      21,861,499
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 1996 and 1995; outstanding:
   1,867,403 and 1,867,403 shares
    in 1996 and 1995, respectively                    4,716,450       4,716,450
Additional paid-in capital                            9,182,158       9,182,158
Retained earnings                                    13,812,487      13,706,544
Total                                                27,711,095      27,605,152
Less treasury stock - at cost
   (19,177 and 19,177 shares in
   1996 and 1995, respectively)                        (136,636)       (136,636)
Total Stockholders' Equity                           27,574,459      27,468,516
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                                $49,991,875     $49,330,015


(1) The  balance  sheet at  December  31,  1995 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
                                                         June 30,         July 2,          June 30,        July 2,
                                                          1996             1995              1996           1995
<S>                                                   <C>              <C>              <C>             <C>
CURRENT EARNINGS:
Net sales                                             $ 16,296,147   $ 16,252,148       $ 33,675,183    $ 30,630,412
Cost of sales                                           12,503,941     12,385,693         25,759,634      23,649,262
Gross profit                                             3,792,206      3,866,455          7,915,549       6,981,150
Selling, general and
  administrative expenses                                3,478,158      3,228,768          7,117,141       6,186,644
  Operating income                                         314,048        637,687            798,408         794,506
Interest expense                                          (313,707)      (391,925)          (613,748)       (522,367)
Interest income                                              2,553          5,908              6,593           8,784
Other                                                        5,504       (145,263)           (20,320)       (136,560)
Total other income(expense)                               (305,650)      (531,280)          (627,475)       (650,143)
Income before income taxes                                   8,398        106,407            170,933         144,363
Provision for income taxes                                   3,192         42,712             64,990          54,858
Net income                                            $      5,206   $     63,695       $    105,943    $     89,505
Weighted average number of shares
  of common stock outstanding                            1,867,403      1,864,403          1,867,403       1,863,890
Net income per common share                           $        .01   $        .03       $        .06    $        .04
RETAINED EARNINGS:
Balance at beginning of period                        $ 13,807,281   $ 15,389,448       $ 13,706,544    $ 15,361,763
Net income                                                   5,206         63,695            105,943          89,505 
Exercise of stock options                                        0              0                  0           1,875 
Balance at end of period                              $ 13,812,487   $ 15,453,143       $ 13,812,487    $ 15,453,153
</TABLE>
         

See notes to consolidated condensed financial statements.


                                       3

<PAGE>


                     ALBA-WALDENSIAN, INC. AND SUBSIDIARIES
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)



                                                        Six Month Periods Ended
                                                        June 30,         July 2,
                                                          1996            1995
OPERATING ACTIVITIES:
Net income                                           $   105,943   $     89,505
Adjustments to reconcile net income
  to net cash used in operating activities:
Depreciation and amortization                            914,442        946,597
Goodwill amortization                                    314,280        151,500
Provision for bad debts, net of recoveries                50,725         67,761
Realized loss (gain) on sale of property                       0        170,000
Provision for inventory obsolescence                     228,290        375,391
Changes in operating assets and
   liabilities providing (using) cash:
   Accounts receivable                                  (606,177)        18,161
   Refundable income taxes                               151,840              0
   Inventories                                        (1,526,995)      (444,711)
   Prepaid expenses and other                            381,087       (456,545)
   Accounts payable                                      144,646       (121,758)
   Accrued and other liabilities                         295,724        351,719
   Income taxes payable                                   64,990         46,195
   Deferred compensation                                 (58,439)        20,082
Net cash provided by (used in) operating activities      460,356      1,213,897

INVESTING ACTIVITIES:
Capital expenditures                                    (614,180)      (822,017)
Payment for purchase of Balfour Healthcare                     0    (14,956,086)
Proceeds from sale of property                                 0              0
Proceeds from notes receivable                             2,717         16,263
Net cash used in investing activities                   (611,463)   (15,761,840)

FINANCING ACTIVITIES:
Net borrowings (payments) under line
  of credit agreements                                   1,342,065      292,414
Issuance of long term debt                                       0   15,000,000
Principal payments on notes and leases                  (1,233,069)    (771,604)
Cash proceeds from exercise of stock  options                    0       10,781
Net cash provided by (used in) financing activities        108,996   14,531,591
NET INCREASE ( DECREASE) IN CASH                           (42,111)     (16,352)
CASH AT BEGINNING OF PERIOD                                 56,009      103,952
CASH AT END OF PERIOD                                 $     13,898 $     87,600
                                                      
                                       4

<PAGE>


                     ALBA-WALDENSIAN, INC. AND SUBSIDIARIES
                Consolidated Condensed Statements of Cash Flows
                                  (Unaudited)


                                                      Six Month Period Ended
                                                    June 30,           July 2,
                                                      1996              1995

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid during the year for:
    Interest                                        $ 604,158        $ 487,597
    Income Taxes                                    $       0        $  12,333


See notes to consolidated condensed financial statements.

                                       5

<PAGE>


                     ALBA-WALDENSIAN, INC. AND SUBSIDIARIES
               Notes to Condensed Consolidated Financial Statement
       For the Six and Three Periods Ended June 30, 1996 and July 2, 1995
                                  (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 June 30, 1996 and the results of operations
for the six and three month  periods  ended June 30, 1996 and July 2, 1995.  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 six and three month period ended June
30, 1996 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 1996 began April 1, 1996 and ended June 30,
1996.  The three  month  period for 1995  began  April 3, 1995 and ended July 2,
1995.  The six month  period for 1996  began  January 1, 1996 and ended June 30,
1996.  The six month  period  for 1995  began  January 1, 1995 and ended July 2,
1995.

 2.   ACQUISITION

On March 6, 1995,  the  company  acquired  the  Balfour  Healthcare  Division of
Kayser-Roth  Corporation  and  manufacturing  facility  in  Rockwood,  Tennessee
("Balfour") for  approximately  $15.3 million.  The Company financed 100% of the
acquisition  price with a revolving loan agreement  provided by a bank (See Note
4).

The  acquisition has been accounted for using the purchase method of accounting.
The excess of the purchase price over the estimated fair value of the net assets
acquired (goodwill) of $9.428 million is amortized on a straight line basis over
15 years.

The  results of  operation  of the  Balfour  are  included  in the  accompanying
financial statements since the effective date of the acquisition.  The following
unaudited pro forma summary  presents the  information as if the acquisition had
occurred at the  beginning of 1995 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  $658,000  in 1995 and  $614,000 in 1996.
Goodwill  amortization  is $314,000 in 1996 and $151,500 in 1995. 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.

                                       6

<PAGE>


<TABLE>
<CAPTION>
                                                 Actual                 Pro-forma
    Six Month Periods Ended                   June 30, 1996           July  2, 1995
                                  (Amounts in thousands of dollars, except per share data)
<S>                                           <C>                       <C>
Net Sales                                     $ 33,675.2                $ 33,285.4
Net Income                                         105.9                     142.9
Earnings per common share                     $      .06                $      .08
</TABLE>

3. SHORT TERM BORROWINGS AND LINES OF CREDIT

        The Company has an agreement  with a bank which provides a seasonal line
of credit of up to  5,000,000.  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 June 30,1996.  The amount  outstanding  at June
30, 1996, and December 31, 1995 was $2,609,665 and $1,267,600, respectively. The
line of credit  commitment will be  automatically  reduced by $1,000,000 on both
May  31,  1998  and  March  31,  1999.  Indebtedness  under  this  agreement  is
collateralized by equipment and accounts receivable.

4.       LONG TERM DEBT

         Long term debt is comprised of:

                                             June 30,               December 31
                                              1996                     1995    
Note Payable-Equipment Loan(a)           $   750,000               $ 1,000,000
Note Payable-Balfour Purchase(b)          12,687,500                13,612,500
               Total                      13,437,500                14,612,500
               Less:Current Maturities     2,350,000                 2,350,000
Total Long Term Debt                     $11,087,500               $12,262,500

        (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
June 30, 1996.  Principal  payments are being made  quarterly and began June 30,
1995 with the final  payment due June 30,  2000.  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.

                                       7

<PAGE>

              The Company has an outstanding  interest rate swap agreement under
which the Company  receives a variable rate based on LIBOR and pays a fixed rate
of  7.95% on a  notional  amount  of  $3,868,561,  as  determined  in one  month
intervals  through  November 31, 1998.  The  transaction  effectively  changes a
portion of the Company's  interest rate exposure from a variable rate to a fixed
rate. The Company is exposed to a credit loss in the event of  nonperformance by
the other party to the interest rate swap agreement.  However,  the Company does
not anticipate nonperformance by the counterparty.

             A substantial portion of the Company's property and equipment,  and
accounts receivable are pledged as collateral for the long term debt.

        The annual  principal  maturites  of the long term debt at June 30, 1996
were as follows:

                        1996                      $  1,175,000
                        1997                         2,350,000
                        1998                         2,350,000
                        1999                         2,350,000
                        2000                         5,212,500
                        Total                     $ 13,437,500

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 plus 2.5% on all
sales of Smithsonian  Institute product.  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 Alba Health Products.

        The  Company  has a  licensing  agreement  with  harve'  bernard  LTD to
manufacture  and  market a  collection  of  intimate  apparel.  The  Company  is
obligated to pay a 5% royalty on all sales of harve'  bernard brand product with
a minimum payment of $4,417 per month.

                                       8

<PAGE>

       The  Company  has three  other  licensing  agreements  within the Byford
division. A 8% royalty is paid to the United States Golf Association on sales of
product for the U.S Open Golf Championship. The Smithsonian Institute receives a
royalty on sales of related  products of 5.5% on sales to  $1,000,000  and 7% of
sales above $1,000,000 with a minimum of $10,000 in royalty from the time period
of  January  1, 1996 to June 30,  1997.  The Greg  Norman  Division  of  Reebock
International  Limited  receives a royalty of 8% of net sales of related product
with a minimum royalty of $55,000 from July 1, 1996 until December 31, 1997. The
minimum increases to $104,000 in 1998 and $150,000 in 1999.


                                       9

<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
of Operations
                         Liquidity and Capital Resources

        The  Company has good  liquidity.  On June 30,  1996,  the Company had a
current  working  capital ratio of 2.85 to 1 and working capital of $17,862,920.
This ratio was down from 3.54 to 1 at July 2, 1995  primarily  due to a decrease
in inventories and an increase in short term borrowings.

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 June 30, 1996, and July 2, 1995

        Net sales by  division  for the second  quarter of 1996  compared to the
second quarter of 1995 are set forth in the following table.

<TABLE>
<CAPTION>
                                      Three Month Period Ended
                             June 30          July 2        Increase/     %Increase
                              1996             1995        (Decrease)     (Decrease)

<S>                      <C>              <C>              <C>           <C> 
Consumer Products        $  6,778,000     $  6,181,773     $  596,227        9.7%

Health Products             8,033,509        8,438,147       (404,638)      (4.8%)

Alba Direct                   410,411          607,576       (197,165)     (32.5%)

Byford                      1,074,233        1,008,611         65,622        6.5%

AWI Retail                         (6)          16,041        (16,047)    (100.0%)

    Total                $ 16,296,147     $ 16,252,148     $   43,999        2.7%
</TABLE>

        Net Sales as shown in the table  above  increased  by  $43,999  or 2.7%.
Consumer  Products sales  increased  primarily as a result of increased sales to
existing  customers.  Health Products sales declined as a result of weaker sales
to one of its major customers.  Alba Direct sales declined as a result of weaker
sales  to its  domestic  and  Japanese  customers.  The  Byford  Division  sales
increased due to increased sock sales.  Sweater sales within the Byford Division
actually decreased for the period

        Gross Profits for the second  quarter of 1996  decreased by $74,249 over
the second quarter of 1995 as a result of sales mix.  Although sales  increased,
primarily  due to the increase in Consumer  Products  sales,  this  division has
lower margins than the Health Products and Alba Direct divisions.

                                       10

<PAGE>

        Selling, General and Administrative expenses ( as a percentage of sales)
increased  from  19.9% in the  second  quarter  of 1995 to  21.3% in the  second
quarter of 1996.  The primary  causes of the increase were contract  programming
cost, increase  distribution cost caused by smaller shipments,  and increases in
salaries and commissions.

        Operating  income  decreased  by  $323,639  or 50.8% as  compared to the
second quarter of 1995. The decrease in operating  income,  as discussed  above,
was caused by lower gross profits and higher selling, general and administrative
expenses.

        Total other income/expense aggregated $305,650 of expense as compared to
$531,280  of  expense in 1995.  Other  expense  was lower due to a  decrease  in
interest expense. The Company also had a $170,000 write-down of the value of its
Main Street plant in 1995, such a write-down did not occur in 1996.

        Net Income after taxes for the three month  period  decreased by $58,489
or 91.8%, due to the reasons discussed above.

Six Month Periods Ended June 30, 1996 and July 2, 1995

        Net Sales by division for the first six month period of 1996 as compared
to the first six month period of 1995 are set forth in the following table:

<TABLE>
<CAPTION>
                                          Six Month Period Ended
                        June 30         July 2            Increase/      %Increase
                         1996            1995            (Decrease)      (Decrease)
<S>                  <C>             <C>              <C>             <C>
Consumer Product     $ 13,877,352    $ 12,860,451     $  1,016,901           7.9%
Health Products        16,720,183      14,545,707        2,174,476          15.0%
Alba Direct               938,693       1,037,821          (99,128)         (9.6%)
Byford                  2,124,183       2,167,282          (43,099)         (2.0%)
AWI Retail                 14,772          19,151          ( 4,379)        (22.9%)
    Total            $ 33,675,183    $ 30,630,412     $  3,044,771           9.9%
</TABLE>

        Net sales as shown in the table above,  increased by $3,044,771 or 9.9% 
Consumer  Products sales  increased  primarily as a result of increased sales to
existing  customers.  Health Products sales increased as a result of the Balfour
acquisition  in March,  1995.  The  division's  sales  represent  six  months of
Balfour sales in 1996, as compared to  approximately  four months in 1995.  Alba
Direct  sales  declined as a result of weaker sales to its domestic and Japanese
customers.  The Byford sales  decreased  due to a continued  weakness in sweater
sales.
        Gross  Profits  for the six  moths  increased  by  $934,399  or 13.8% as
compared to a similar period in 1995. Gross profits increased as a result of the
increased sales volume, as discussed above.

                                       11

<PAGE>

        Selling, General, and Administrative  expenses(as a percentage of sales)
increased  from 20.2% in 1995 to 21.1% in 1996.  This increase was primarily due
to an increase in goodwill  amortization  expense,  contract  programming  cost,
salaries,  commissions,  and an increase in distribution  cost caused by smaller
order shipments.

        Operating income increased by $3,902 or .5% as compared to the first six
months of 1995. The increase in operating income, as discussed above, was caused
by an increase  in sales  partially  offset by  increased  Selling,  General and
Administrative cost.

        Total other income/expense aggregated expense of $627,475 as compared to
expense of $650,143 in 1995.  Interest  expense  increased by $91,381 due to six
months of  interest on the bank loan for the  Balfour  acquisition,  compared to
approximately  four months in 1995. The increased interest expense was offset by
$170,000  write-down  of the value of the  Company's  Main Street plant in 1995,
such a write-down did not occur in 1996.

        Net income  after  taxes for the first six months of 1996  increased  by
$16,438 or 18.4% as compared to the first six moths of 1995,  due to the reasons
discussed above.

Items as a percentage of sales are reflected in the following table:

<TABLE>
<CAPTION>

                                   Three Month Periods Ended   Six Month Periods Ended
                                       June 30,       July 2,      June 30,    July 2,
                                         1996          1995          1996        1995

<S>                                   <C>             <C>          <C>         <C>
Net sales                             100.0%          100.0%       100.0%      100.0%
Cost of sales                          76.7%           76.2%        76.5%       77.2%
Gross margin                           23.3%           23.8%        23.5%       22.8%
Selling, general and
administrative expenses                21.3%           19.9%        21.1%       20.2%
  Operating income                      2.0%            3.9%         2.4%        2.6%
Other income (expense), net            (1.9%)          (3.3%)        1.9%        2.1%
Income before income taxes              0.1%            0.6%         0.5%        0.5%
Provision for income taxes              0.0%            0.3%         0.2%        0.2%
Net Income                              0.1%            0.3%         0.3%        0.3%
</TABLE>
                                                          
                                       12

<PAGE>

PART II.  OTHER INFORMATION

Items 1,2,3,4, and 5 are inapplicable and have been omitted.

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
              None Reported

                                       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:_________                        _________________________________________
                                      Thomas I. Nail
                                      Chief Financial Officer and
                                      Principal Accounting Officer


                                       14

<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
                                             June 30,        July 2,         June 30,        July 2,
                                               1996           1995             1996           1995
<S>                                       <C>              <C>             <C>             <C>       
Primary Earning Per Share
Weighted average number of common
     shares outstanding                     1,867,403       1,864,403       1,867,403       1,863,890
Net Income(Loss)                          $     5,206      $   63,695      $  105,943      $   89,505
Primary Earning Per Share                 $       .01 $           .03      $      .06      $      .04

Fully Dilutive Earning Per Share
Weighted average number of common
     shares outstanding                     1,867,403       1,864,403      1,867,403        1,863,890
Common Stock Equivalents(Options)               1,567          12,192          1,567           17,300
                                            1,868,061       1,885,528      1,868,061        1,881,190

Net Income(Loss)                           $    5,206      $   63,695     $  105,943       $   89,505
Fully dilutive Earnings Per Share          $      .01      $      .03     $      .06       $      .04
</TABLE>

                                       15

<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                          13,898
<SECURITIES>                                         0
<RECEIVABLES>                                9,946,589
<ALLOWANCES>                                         0
<INVENTORY>                                 16,456,675
<CURRENT-ASSETS>                            27,536,170
<PP&E>                                      30,593,752
<DEPRECIATION>                              17,093,482
<TOTAL-ASSETS>                              49,991,875
<CURRENT-LIABILITIES>                        9,673,250
<BONDS>                                              0
                                0
                                          0
<COMMON>                                     4,716,450
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                49,991,875
<SALES>                                     33,675,183
<TOTAL-REVENUES>                            33,681,776
<CGS>                                       25,759,634
<TOTAL-COSTS>                               32,876,775
<OTHER-EXPENSES>                                20,320
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             613,748
<INCOME-PRETAX>                                170,933
<INCOME-TAX>                                    64,990
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   109,943
<EPS-PRIMARY>                                      .06
<EPS-DILUTED>                                      .06
        

</TABLE>


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