REEVES INDUSTRIES INC /DE/
10-Q, 1994-11-15
BROADWOVEN FABRIC MILLS, MAN MADE FIBER & SILK
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                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D. C. 20549

                                 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 October 2, 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 1-4148

                       REEVES INDUSTRIES, INC.
        _____________________________________________________
       (Exact name of registrant as specified in its charter)


               Delaware                     57-0735790
    _______________________________    _____________________
    (State or other jurisdiction of      (I.R.S. Employer
    incorporation or organization)    Identification Number)


           Highway 29 South
         Post Office Box 1898
          Spartanburg, S. C.                   29304
________________________________________     _________
(Address of principal executive offices)    (Zip Code)


Registrant's telephone number, including area code: (803)576-1210
_________________________________________________________________

    Indicate by check mark whether the registrant (1) has filed
    all reports required to be filed by Section 13 or 15(d) of
    the Securities Exchange Act of 1934 during the preceding 12
    months (or for such shorter period that the registrant was
    required to file such reports), and (2) has been subject to
    such filing requirements for the past 90 days.
    
           
                                                    Yes  x   No

35,021,666 shares of $.01 par value common stock of the Registrant
were outstanding at the close of business on November 15, 1994. 

<PAGE>

REEVES INDUSTRIES, INC. AND SUBSIDIARY

                                   INDEX

PART I.  FINANCIAL INFORMATION                           PAGE

Item 1.  Financial Statements (Unaudited)

         Condensed Consolidated Balance Sheet as of
           December 31, 1993 and October 2, 1994           3

         Condensed Consolidated Statement of Income
           for the quarters and nine months ended 
           September 26, 1993 and October 2, 1994          5

         Condensed Consolidated Statement of Changes
           in Stockholder's Equity for the nine months 
           ended October 2, 1994                           6

         Condensed Consolidated Statement of Cash
           Flows for the nine months ended September 26,
           1993 and October 2, 1994                        7

         Notes to Condensed Consolidated Financial 
           Statements                                      8


Item 2.  Management's Discussion and Analysis of
           Financial Condition and Results of 
           Operations                                     13
 
         
PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K                 17


SIGNATURES                                                18

<PAGE>

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEET
REEVES INDUSTRIES, INC. AND SUBSIDIARY
(in thousands, except share data)

                                          December 31,  October 2,
                                              1993        1994
                                          ____________  _________
                ASSETS

Current assets
 Cash and cash equivalents (including 
  cash equivalents of $7,222 and $487)     $  12,015    $  9,039
 Accounts receivable, less allowance for 
  doubtful accounts of $1,467 and $1,437      45,925      52,149
 Inventories (Note A)                         33,969      39,193
 Deferred income taxes                         5,442       5,442
 Other current assets                          3,300       3,066
                                           ---------    --------            
     Total current assets                    100,651     108,889
                                           ---------    --------           
Property, plant and equipment, at cost
 less accumulated depreciation (Note B)       51,415      69,286
Unamortized financing costs, less 
 accumulated amortization of $1,177
 and $1,666                                    3,946       3,457
Goodwill, less accumulated amortization
 of $9,431 and $10,436                        43,357      42,352
Deferred income taxes                          2,153       1,004
Other assets (Note C)                          1,503       4,031
                                           ---------    --------             
     Total assets                          $ 203,025    $229,019
                                           =========    ========             

<PAGE>

CONDENSED CONSOLIDATED BALANCE SHEET (CONTINUED)
REEVES INDUSTRIES, INC. AND SUBSIDIARY
(in thousands, except share data)

                                          December 31,  October 2,
                                              1993        1994
                                          ____________  _________
                   
         LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities
 Accounts payable                          $  22,810    $ 24,722
 Accrued expenses and other 
   liabilities                                20,011      21,014
                                           ---------    --------           
     Total current liabilities                42,821      45,736
Long-term debt (Note D)                      132,677     147,233
Deferred income taxes                          4,367       4,367
Other liabilities                              1,749       1,709
                                           ---------    --------            
     Total liabilities                       181,614     199,045
                                           ---------    --------          
Stockholder's equity (Note E)
 Common stock, $.01 par value, 50,000,000
   shares authorized; 35,021,666 shares 
   issued and outstanding                        350         350
 Capital in excess of par value                5,099       5,099
 Retained earnings                            19,964      26,681
 Equity adjustments from translation          (4,002)     (2,156)
                                           ---------    --------            
                                              21,411      29,974
                                           ---------    --------          
Commitments and contingencies                           
                                           ---------    --------             
     Total liabilities and
      stockholder's equity                 $ 203,025    $229,019
                                           =========    ========            


See notes to condensed consolidated financial statements.

<PAGE>

CONDENSED CONSOLIDATED STATEMENT OF INCOME
REEVES INDUSTRIES, INC. AND SUBSIDIARY
(in thousands, except per share data)

                           Quarter Ended       Nine Months Ended
                        __________________    __________________
                        Sept 26,   Oct 2,     Sept 26,   Oct 2,
                          1993      1994        1993      1994
                        --------  --------    --------  --------             
Net sales               $ 66,654  $ 73,790    $205,331  $227,809
Cost of sales             51,954    60,214     161,465   182,179
                        --------  --------    --------  --------           
Gross profit on sales     14,700    13,576      43,866    45,630

Selling, general and
 administrative expenses   9,104     6,429      25,677    22,148
                        --------  --------    --------  --------           
Operating income           5,596     7,147      18,189    23,482

Other income (expense)
 Other income, net            38        11          86        35
 Interest expense and
   amortization of 
   financing costs and
   debt discounts         (4,054)   (4,114)    (12,300)  (12,304)
                        --------   -------     -------   -------            
                          (4,016)   (4,103)    (12,214)  (12,269)
                        --------   -------     -------   -------      
Income before income
 taxes                     1,580     3,044       5,975    11,213
Income taxes                 541     1,373       1,818     4,496
                        --------  --------    --------  --------             
Net income              $  1,039  $  1,671    $  4,157  $  6,717
                        ========  ========    ========  ========           

Earnings per common
 share (Exhibit 11)
  Primary and fully
   diluted

   Net income           $    .03  $    .05    $    .12  $    .19
                        ========  ========    ========  ========              

 Weighted average number
  of common shares
  outstanding

  Primary and
   fully diluted          34,968    35,022      34,968    35,022
                          ======    ======      ======    ======          

See notes to condensed consolidated financial statements.

<PAGE>

<TABLE>
CONDENSED CONSOLIDATED STATEMENT OF CHANGES
 IN STOCKHOLDER'S EQUITY
REEVES INDUSTRIES, INC. AND SUBSIDIARY
(in thousands)
<CAPTION>

                 Common Stock   Capital              Equity
               $0.01 Par Value in Excess           Adjustments
               ---------------    of     Retained     From
               Shares  Amount  Par Value Earnings  Translation  Total
               ______  ______  _________ ________  ___________  _____
<S>            <C>       <C>     <C>      <C>        <C>        <C>

Balance at
 December 31,
 1993          35,022    $350    $5,099   $ 19,964   $ (4,002)  $21,411

Net income                                   6,717                6,717

Translation
 adjustments                                            1,846     1,846
               ------    ----    ------   --------   --------   -------        
Balance at
 October 2,
 1994          35,022    $350    $5,099   $ 26,681   $ (2,156)  $29,974
               ======    ====    ======   ========   ========   =======        
</TABLE>


See notes to condensed consolidated financial statements.

<PAGE>

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
REEVES INDUSTRIES, INC. AND SUBSIDIARY
(in thousands)

                                              Nine Months Ended
                                           ______________________
                                            Sept 26,     Oct 2,
                                              1993        1994
                                            _________   _________

OPERATING ACTIVITIES
 Net income                                 $  4,157     $ 6,717
 Adjustments to reconcile net income
  to net cash provided by operating
  activities
   Depreciation and amortization               6,919       7,743
   Changes in operating assets and
    liabilities                               (1,819)     (9,501)
   Translation adjustments                      (510)        230
                                            --------     -------            
NET CASH PROVIDED BY OPERATING ACTIVITIES      8,747       5,189
                                            --------     -------               

INVESTING ACTIVITIES
 Purchases of property, plant,
  and equipment                               (6,555)    (23,077)
 Other                                          (536)           
                                            --------     -------               
NET CASH USED BY INVESTING ACTIVITIES         (7,091)    (23,077)
                                            --------     -------              

FINANCING ACTIVITIES
 Net borrowings on revolving loan                         14,480
                                            --------     -------               
NET CASH PROVIDED BY FINANCING ACTIVITIES                 14,480
                                            --------     -------              
EFFECT OF EXCHANGE RATE CHANGES ON CASH         (208)        432
                                            --------     -------               
INCREASE (DECREASE) IN CASH
 AND CASH EQUIVALENTS                          1,448      (2,976)

CASH AND CASH EQUIVALENTS AT BEGINNING
 OF PERIOD                                     4,515      12,015
                                            --------     -------               
CASH AND CASH EQUIVALENTS AT END OF PERIOD  $  5,963     $ 9,039
                                            ========     =======               


See notes to condensed consolidated financial statements.

<PAGE>

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
REEVES INDUSTRIES, INC. AND SUBSIDIARY

OCTOBER 2, 1994

GENERAL

    Reeves Industries, Inc., incorporated in Delaware in 1982 ("Reeves"), 
a wholly-owned subsidiary of Hart Holding Company Incorporated 
("Hart Holding"), is a holding company whose principal asset is the common 
stock of its wholly-owned subsidiary, Reeves Brothers, Inc. ("Reeves 
Brothers").  Reeves Brothers is a diversified industrial company with 
operations in two principal business segments, industrial coated fabrics, 
conducted through its Industrial Coated Fabrics Group ("ICF"), and apparel 
textiles, conducted through its Apparel Textile Group ("ATG").

    The accompanying unaudited condensed consolidated financial statements 
of Reeves have been prepared in accordance with the instructions to 
Form 10-Q and Rule 10-01 of Regulation S-X.  Accordingly, they do not 
include all of the information and footnotes required by generally accepted 
accounting principles for complete financial statements.  For such 
information, refer to the consolidated financial statements and footnotes 
thereto included in Reeves' annual report on Form 10-K for the year ended 
December 31, 1993, as filed with the Securities and Exchange Commission on 
March 31, 1994.  The condensed consolidated financial statements so 
presented are, in the opinion of management, inclusive of all adjustments 
(consisting only of normal recurring adjustments) considered necessary for 
a fair presentation of financial position as of October 2, 1994, and the 
results of operations and cash flows for the quarters and nine months 
ended September 26, 1993 and October 2, 1994.

    Certain prior-year amounts have been reclassified to conform to the 
current-year presentation.


<PAGE>

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
REEVES INDUSTRIES, INC. AND SUBSIDIARY

OCTOBER 2, 1994


NOTE A - INVENTORIES

    Inventories at December 31, 1993 and October 2, 1994, were comprised 
of the following (in thousands):

                                      December 31,  October 2,
                                          1993         1994
                                      ____________  _________

Raw materials                           $  6,815     $ 9,108
Work in process                            8,792      10,603
Manufactured and finished goods           18,362      19,482
                                        --------     -------               
                                        $ 33,969     $39,193
                                        ========     =======               

    Approximately 27% and 31% of Reeves' inventories at December 31, 1993 
and October 2, 1994, respectively, are valued using the last-in, first-out 
("LIFO") method.  Interim LIFO determinations, including those as of 
October 2, 1994, are based on management's estimates of expected year end 
inventory levels and costs.


NOTE B - PROPERTY, PLANT AND EQUIPMENT

    The increase in property, plant and equipment from December 31, 1993 
represents additions primarily to increase capacity and effect cost 
reductions and productivity improvements in the coated fabrics sector of 
Reeves' business, to develop weaving capacity for the automotive airbag 
materials business and to complete the modernization and selectively 
increase the capacity of ATG's operations.

<PAGE>

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
REEVES INDUSTRIES, INC. AND SUBSIDIARY

OCTOBER 2, 1994


NOTE C - LONG-TERM OTHER ASSETS

    The increase in long-term other assets from December 31, 1993 is due 
primarily to pre-operating costs related to the new weaving facility in 
Spartanburg, South Carolina which will weave automotive airbag fabric for 
the airbag material market.  The gross amount of capitalized 
pre-operating costs at December 31, 1993 and October 2, 1994 were 
approximately $0.7 million and $2.4 million, respectively.  

NOTE D - LONG-TERM DEBT

    Long-term debt at December 31, 1993 and October 2, 1994, consisted of 
the following (in thousands):

                                      December 31,  October 2,
                                          1993         1994
                                      ____________   ________

11% Senior Notes due July 15, 2002,
 net of unamortized discount of
 $747 and $681                         $121,753      $121,819
13 3/4% Subordinated Debentures due
 May 1, 2000, net of unamortized 
 discount of $76 and $66                 10,924        10,934
Revolving loan payable to bank                         14,480
                                       ________      ________
                                       $132,677      $147,233
                                       ========      ========               


    Reeves is required to make sinking fund payments with respect
to the 13 3/4% Subordinated Debentures of $6,000,000 on May 1, 1999
and $5,000,000 on May 1, 2000.

<PAGE>

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
REEVES INDUSTRIES, INC. AND SUBSIDIARY

OCTOBER 2, 1994


    On August 7, 1992, Reeves and Reeves Brothers entered into a credit 
agreement with a group of banks, which was amended in 1993 (the "Credit 
Agreement"), and which provides Reeves and Reeves Brothers with an 
aggregate $35,000,000 revolving line of credit (the "Revolving Loan") 
and letter of credit facility.  Currently, the Revolving Loan bears 
interest at the Alternative Base Rate (defined below) plus 1 1/4% or 
Eurodollar Rate plus 2 1/4%, at the election of the borrower.  The 
Alternative Base Rate is defined as the higher of the Prime Rate (7 3/4% 
at October 2, 1994), Base CD Rate plus 1%, or the Federal Funds Effective 
Rate plus 1/2%.  The applicable rates above the Alternative Base Rate and 
Eurodollar Rate decline based on a ratio of earnings to fixed charges, as 
defined.  The Credit Agreement terminates on December 31, 1995.  The Credit 
Agreement is secured by Reeves Brothers' accounts receivable and 
inventories.  As of October 2, 1994, Reeves had available borrowings, 
net of $1,276,000 of outstanding letters of credit, of $19,244,000.  
A commitment fee of 1/2% per annum is required on the unused portion of 
the Revolving Loan.

    The 11% Senior Notes, Credit Agreement, and 13 3/4% Subordinated 
Debentures contain certain restrictive covenants with respect to Reeves 
and Reeves Brothers including, among other things, maintenance of working 
capital, limitations on the payment of dividends, the incurrence of 
additional indebtedness and certain liens, restrictions on capital 
expenditures, mergers or acquisitions, investments and transactions with 
affiliates, and compliance with certain financial tests and limitations.

    Refer to Reeves' Annual Report on Form 10-K for the year ended 
December 31, 1993, as filed with the Securities and Exchange Commission on 
March 31, 1994, for a more complete description of the 11% Senior Notes, 
the Credit Agreement and the 13 3/4% Subordinated Debentures.

<PAGE>

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
REEVES INDUSTRIES, INC. AND SUBSIDIARY

OCTOBER 2, 1994


NOTE E - STOCKHOLDER'S EQUITY

    On January 26, 1994, the Board of Directors approved a non-qualified 
stock option agreement between Reeves and the Chairman of the Board of 
Directors.  The agreement grants an option to purchase up to 3,800,000 
shares of common stock of Reeves, par value $.01 per share, and has an 
expiration date of December 31, 2023.  The option is exercisable at $.56 
per share for 1,400,000 shares (exercisable immediately), $.75 per share 
for 1,400,000 shares (exercisable one year from grant date) and $1.00 per 
share for 1,000,000 shares (exercisable two years from grant date).

    On March 9, 1994, Hart Holding organized Reeves Holdings, Inc. as a 
wholly-owned subsidiary ("Reeves Holdings") through a capital contribution 
of $1,000.  Reeves Holdings was formed for the purpose of holding all of the 
outstanding common stock of Reeves.  On March 31, 1994, Reeves Holdings 
filed a Registration Statement on Form S-1 under the Securities Act of 1933, 
as amended on June 9, 1994, for the purpose of offering Senior Discount 
Debentures due 2006 anticipated to yield proceeds of $100,000,000.  As of 
November 15, 1994, Reeves Holdings has not issued the Senior Discount 
Debentures and Reeves' common stock has not been contributed to Reeves
Holdings.

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS


    The following table and the discussion which follows present Reeves' 
sales and operating income by segment for the quarters and nine months ended 
September 26, 1993 and October 2, 1994 (in thousands):


                        Quarter Ended          Nine Months Ended
                      ___________________     _____________________
                      Sept 26,    Oct 2,      Sept 26,      Oct 2,
                        1993       1994         1993         1994  
                      ________   ________     ________     ________

Net Sales:
 Industrial Coated
  Fabrics Group        $32,202    $36,742     $ 99,334     $114,796
 Apparel Textile Group  33,933     36,408      104,606      111,008
 Other                     519        640        1,391        2,005
                       _______    _______     ________     ________
  Total Net Sales      $66,654    $73,790     $205,331     $227,809
                       =======    =======     ========     ========           


Operating Income:
 Industrial Coated
  Fabrics Group        $ 6,388    $ 7,137     $ 19,818     $ 22,323
 Apparel Textile Group   2,308      2,650        7,114        9,561
 Other                      72        (13)         220          172
 Corporate Expenses     (3,172)    (2,627)      (8,963)      (8,574)
                       _______    _______     ________     ________
  Total Operating
    Income             $ 5,596    $ 7,147     $ 18,189     $ 23,482
                       =======    =======     ========     ========         

 Operating Income as a
  Percent of Net Sales    8.4%       9.7%         8.9%        10.3%
                          ====       ====         ====        =====             

<PAGE>

       THREE MONTHS ENDED SEPTEMBER 26, 1993 COMPARED WITH
                THREE MONTHS ENDED OCTOBER 2, 1994


NET SALES
- ---------
     Reeves' total net sales increased 10.7% for the third quarter of 
1994 compared to the third quarter of 1993.  ICF's net sales represented 
49.8% of Reeves' total net sales for the third quarter of 1994 compared to 
48.3% for the comparable period in 1993.  ATG net sales represented 49.3% 
of Reeves' total net sales for the third quarter of 1994 compared to 50.9% 
for the comparable period in 1993.  Other net sales represented 0.9% of 
Reeves' total net sales for the third quarter of 1994 compared to 0.8% for 
the comparable period in 1993.

     ICF's net sales increased 14.1% during the third quarter of 1994 
compared to the third quarter of 1993.  ICF's net sales increased primarily 
due to higher unit volume in the coated automotive airbag material and 
offset blankets product lines.  These increases were partially offset by a 
unit volume decrease in the coated fabrics product line, primarily military 
related business.

     ATG's net sales increased 7.3% during the third quarter of 1994 
compared to the third quarter of 1993.  ATG's net sales increase reflects 
growth in unit volume in the finished goods and greige divisions.

OPERATING INCOME
- ----------------
     Operating income for the third quarter of 1994 was $7.2 million 
compared to $5.6 million for the third quarter of 1993.  As a percentage of 
net sales, operating income increased to 9.7% of net sales for the third 
quarter of 1994 compared to 8.4% for the same period of 1993.

     ICF's operating income for the third quarter of 1994 increased by 
11.7% as compared to the third quarter of 1993.  ICF's operating income 
increased primarily as a result of higher unit volume in the coated 
automotive airbag material and offset blankets product lines and 
manufacturing cost reductions.  In addition, foreign currency exchange gains 
resulted from the weakening of the Italian Lira against most other 
currencies.  These increases were partially offset by a decline in sales of 
the coated fabrics product line, primarily military related business. 

     ATG's operating income for the third quarter of 1994 increased by 
14.8% as compared to the third quarter of 1993.  ATG's business benefitted 
generally from higher volume in the finished goods division and an increase 
in gross profit in the greige division while its finishing division 
experienced a decline in gross profit.  In addition, the greige goods 
division's margins were positively affected as a result of the conversion of 
the Woodruff, SC facility from a weaving operation to a captive yarn mill.

<PAGE>
 
     Corporate expenses decreased 17.2% during the third quarter of 1994 
compared to the third quarter of 1993.  The most significant factors were 
lower pension costs and lower management fees from Hart Holding.


       NINE MONTHS ENDED SEPTEMBER 26, 1993 COMPARED WITH
               NINE MONTHS ENDED OCTOBER 2, 1994


NET SALES
- ---------
     Reeves' total net sales increased 10.9% for the first nine months of 
1994 compared to the first nine months of 1993.  ICF's net sales represented 
50.4% of Reeves' total net sales for the first nine months of 1994 compared 
to 48.4% for the comparable period in 1993.  ATG net sales represented 48.7% 
of Reeves' total net sales for the first nine months of 1994 compared to 
50.9% for the comparable period in 1993.  Other net sales represented 0.9% 
of Reeves' total net sales for the first nine months of 1994 compared to 
0.7% for the comparable period in 1993.

     ICF's net sales increased 15.6% during the first nine months of 1994 
compared to the first nine months of 1993.  ICF's net sales increased 
primarily due to higher unit volume in the coated automotive airbag material 
and offset blankets product lines.  These increases were partially offset by 
a decrease in the coated fabrics product line, primarily military related 
business.

     ATG's net sales increased 6.1% during the first nine months of 1994 
compared to the first nine months of 1993.  ATG's net sales increase 
reflects growth in unit volume in the finished goods division offset by a 
decrease in unit volume in the greige goods division.

OPERATING INCOME
- ----------------
     Operating income for the first nine months of 1994 was $23.5 million 
compared to $18.2 million for the first nine months of 1993.  As a 
percentage of net sales, operating income increased to 10.3% of net sales 
for the first nine months of 1994 compared to 8.9% for the same period of 
1993.

<PAGE>

     ICF's operating income for the first nine months of 1994 increased by 
12.6% as compared to the first nine months of 1993.  ICF's operating income 
increased primarily as a result of higher unit volume in the coated 
automotive airbag material product line and manufacturing cost reductions.  
In addition, foreign currency exchange gains resulted from the weakening of 
the Italian Lira against most other currencies.  These increases were 
partially offset by a decline in prices in coated automotive airbag material
products and a decline in sales of the coated fabrics product line, 
primarily military related business.
 
     ATG's operating income for the first nine months of 1994 increased by 
34.4% as compared to the first nine months of 1993.  This increase is a 
result of increased sales volume in the finished goods division, a change in 
the greige product mix to "fancier" styles and manufacturing cost reductions 
in the finishing division.  The manufacturing cost reductions resulted 
principally from prior capital investments in more technologically advanced 
equipment.  In addition, the greige goods division's margins were positively 
affected as a result of the conversion of the Woodruff, SC facility
from a weaving operation to a captive yarn mill. 

     Corporate expenses decreased 4.3% during the first nine months of 1994 
compared to the first nine months of 1993.  The decrease resulted primarily 
from a gain related to the settlement of a pension obligation of a 
previously discontinued operation and lower management fees from Hart 
Holding.  These items were partially offset by higher outside consulting 
fees related to strategic planning and legal fees.

LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
     Reeves is required to make sinking fund payments with respect to the 
13 3/4% Subordinated Debentures of $6,000,000 on May 1, 1999 and $5,000,000 
on May 1, 2000.

     On August 7, 1992, Reeves and Reeves Brothers entered into a credit 
agreement with a group of banks, which was amended in 1993 (the "Credit 
Agreement"), and which provides Reeves and Reeves Brothers with an aggregate 
$35,000,000 revolving line of credit (the "Revolving Loan") and letter of 
credit facility.  Currently, the Revolving Loan bears interest at the 
Alternative Base Rate (defined below) plus 1 1/4% or Eurodollar Rate plus 
2 1/4%, at the election of the borrower.  The Alternative Base Rate is 
defined as the higher of the Prime Rate (7 3/4% at October 2, 1994), Base 
CD Rate plus 1%, or the Federal Funds Effective Rate plus 1/2%.  The 
applicable rates above the Alternative Base Rate and Eurodollar Rate decline 
based on a ratio of earnings to fixed charges, as defined.  The Credit 
Agreement terminates on December 31, 1995.  The Credit Agreement is secured 
by Reeves Brothers' accounts receivable and inventories.  As of October 2, 
1994, Reeves had available borrowings, net of $1,276,000 of outstanding 
letters of credit, of $19,244,000.  A commitment fee of 1/2% per annum is
required on the unused portion of the Revolving Loan.

<PAGE>

     The 11% Senior Notes, Credit Agreement, and 13 3/4% Subordinated 
Debentures contain certain restrictive covenants with respect to Reeves and 
Reeves Brothers including, among other things, maintenance of working 
capital, limitations on the payment of dividends, the incurrence of 
additional indebtedness and certain liens, restrictions on capital 
expenditures, mergers or acquisitions, investments and transactions with 
affiliates, and compliance with certain financial tests and limitations.

     In May 1994, Reeves received a $12.0 million commitment from an 
equipment lessor for long-term operating leases of equipment.  This 
commitment was increased to $18.8 million in August 1994.  As of 
October 2, 1994, $5.8 million was utilized.  Reeves believes that a 
substantial portion of the balance will be utilized in 1994.

     Reeves believes that its cash flow from operations, available leasing 
capacity and funds available under the Credit Agreement will be sufficient 
to fund working capital needs, capital expenditure requirements, and debt 
service obligations in future years.




PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

   (a)   Exhibits            Description            Page
         --------            -----------            ----
         Exhibit 11    Computation of Earnings        
                        Per Common Share             19

   (b)   Reports on Form 8-K

         There were no reports on Form 8-K filed during the
          three month period ended October 2, 1994.

<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 thereunto duly authorized.


                                  REEVES INDUSTRIES, INC.

DATE:  November 15, 1994          By:  \s\ Steven W. Hart
                                      ___________________
                                      Steven W. Hart
                                      Executive Vice President
                                      Chief Financial Officer

<PAGE>



EXHIBIT 11.

CALCULATION OF PRIMARY AND FULLY DILUTED
 EARNINGS PER COMMON SHARE
REEVES INDUSTRIES, INC. AND SUBSIDIARY
(in thousands, except per share data)

                            Quarter Ended         Nine Months Ended
                          __________________     ___________________
                          Sept 26,    Oct 2,     Sept 26,     Oct 2,
                            1993       1994        1993        1994
                          --------   -------     --------    ------- 


Net income                $ 1,039    $ 1,671      $ 4,157    $ 6,717
                          =======    =======      =======    =======      


Earnings per common share 

  Primary and
   fully diluted:

    Net income            $   .03    $   .05      $   .12    $   .19
                          =======    =======      =======    =======      


Weighted average number
 of common shares
 outstanding

  Primary and
   fully diluted           34,968     35,022       34,968     35,022
                           ======     ======       ======     ======        


<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               OCT-02-1994
<CASH>                                           9,039
<SECURITIES>                                         0
<RECEIVABLES>                                   53,586
<ALLOWANCES>                                     1,437
<INVENTORY>                                     39,193
<CURRENT-ASSETS>                               108,889
<PP&E>                                         104,310
<DEPRECIATION>                                  35,024
<TOTAL-ASSETS>                                 229,019
<CURRENT-LIABILITIES>                           45,736
<BONDS>                                        147,233
<COMMON>                                           350
                                0
                                          0
<OTHER-SE>                                      29,624
<TOTAL-LIABILITY-AND-EQUITY>                   229,019
<SALES>                                        227,809
<TOTAL-REVENUES>                               227,809
<CGS>                                          182,179
<TOTAL-COSTS>                                  182,179
<OTHER-EXPENSES>                                22,148
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              12,304
<INCOME-PRETAX>                                 11,213
<INCOME-TAX>                                     4,496
<INCOME-CONTINUING>                              6,717
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     6,717
<EPS-PRIMARY>                                     0.19
<EPS-DILUTED>                                     0.19
        


</TABLE>


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