<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 28, 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 - 1-6797
TEXFI INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 56-0795032
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5400 Glenwood Avenue, Suite 215, Raleigh, North Carolina 27612
(Address of principal executive offices)
(ZIP Code)
(919) 783-4736
(Registrant's telephone number, including area code)
Number of shares of Common Stock outstanding
at September 8, 1995 - 8,650,690
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
<PAGE>
TEXFI INDUSTRIES, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JULY 28, 1995
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
The consolidated financial statements included herein have
been prepared by Texfi Industries, Inc. (the "Company"), without
audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. The consolidated balance sheet as of
October 28, 1994 has been taken from the audited financial
statements as of that date. Certain information and note
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have
been condensed or omitted pursuant to such rules and regulations,
although the Company believes that the disclosures are adequate
to make the information presented not misleading. It is
suggested that these consolidated financial statements be read in
conjunction with the consolidated financial statements and notes
thereto included in the Company's latest Annual Report on Form 10-
K.
The consolidated financial statements included herein
reflect all adjustments (none of which are other than normal
recurring accruals) which are, in the opinion of management,
necessary for a fair presentation of the information included.
Operating results for the thirteen-week and thirty-nine periods
ended July 28, 1995 are not necessarily indicative of the results
that may be expected for the year ended November 3, 1995. The
following consolidated financial statements are included:
Consolidated Statements of Income for the thirteen weeks and
thirty-nine weeks ended July 28, 1995 and July 29, 1994
Consolidated Balance Sheets as of July 28, 1995 and October
28, 1994
Consolidated Statements of Cash Flows for the thirteen weeks
and thirty-nine weeks ended July 28, 1995 and July 29,
1994
Condensed Notes to Consolidated Financial Statements
1
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TEXFI INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except per share data)
<TABLE>
<CAPTION>
Thirteen Weeks Ended Thirty-nine Weeks Ended
July 28, July 29, July 28, July 29,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Net Sales ........................... $ 65,187 $ 61,349 $ 192,086 $163,930
Cost and Expenses:
Cost of goods sold ............... 58,024 54,316 171,107 148,905
Selling, general and admin. ...... 4,001 3,893 12,505 11,270
Total ......................... 62,025 58,209 183,612 160,175
Operating Income..................... 3,162 3,140 8,474 3,755
Other Expense (Income):
Interest ......................... 2,853 2,721 9,044 7,751
Other, net ....................... (3) (59) (7) (51)
Total ......................... 2,850 2,662 9,037 7,700
Net Income (Loss) from Continuing
Operations .......................... 312 478 (563) (3,945)
Discontinued Operations:
Loss from operations of discontinued
operations........................ -- (1,879) (2,185) (4,417)
Loss from disposal of discontinued
operations........................ -- -- (13,184) --
Total.......................... -- (1,879) (15,369) (4,417)
Net Income (Loss) Applicable to
Common Stockholders ................. $ 312 $ (1,401) $ (15,932) $ (8,362)
Income (Loss) per Share:
Income (loss) from continuing
operations .................... $ .04 $ .06 $(.06) $(.50)
Loss from discontinued
operations .................... -- (.23) (1.78) (.56)
Net income (loss)................. $ .04 $(.17) $(1.84) $(1.06)
</TABLE>
See Notes to Consolidated Financial Statements on page 5.
2
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TEXFI INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
(Unaudited)
July 28, October 28,
1995 1994
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ............... $ 115 1,468
Receivables:
Trade ................................. 2,593 170
Due from factor ....................... 4,835 10,024
Other ................................. 2,322 156
Inventories .............................. 32,372 42,131
Prepaid expenses ......................... 3,018 2,235
Total................................... 45,255 56,184
PROPERTY, PLANT AND EQUIPMENT - Net ......... 55,977 75,945
OTHER ASSETS ................................ 4,092 5,051
$105,324 $137,180
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt ..... $ 7,298 $ 11,462
Accounts payable ......................... 27,947 25,531
Other liabilities ........................ 6,852 6,950
Federal and state income taxes ........... 70 70
Total.................................. 42,167 44,013
LONG-TERM DEBT .............................. 15,332 25,015
SUBORDINATED DEBENTURES ..................... 40,724 45,127
OTHER LONG-TERM OBLIGATIONS ................. 1,882 1,842
COMMON STOCKHOLDERS' EQUITY:
Common stock, $1.00 par value ............ 8,651 8,653
Additional paid-in capital ............... 25,069 25,099
Retained earnings ........................ (28,501) (12,569)
Total.................................. 5,219 21,183
$105,324 $137,180
See Notes to Consolidated Financial Statements on page 5.
3
TEXFI INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
<TABLE>
<CAPTION>
Thirteen Weeks Ended Thirty-nine Weeks Ended
July 28, July 29, July 28, July 29,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss) ...................... $ 312 $ (1,401) $(15,932) $ (8,362)
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Depreciation & amortization .......... 2,246 2,766 7,376 8,282
Provision for losses on accounts
receivable .......................... (744) 126 456 388
(Gain) loss on sale or disposition of
property, plant and equipment.......... 51 (23) 7,609 (25)
Change in operating assets and
liabilities:
Accounts receivable .............. (2,591) (1,119) 144 4,463
Inventories ...................... 513 (2,595) 9,759 (4,038)
Prepaid and other assets ......... (337) 164 (971) (1,073)
Accounts payables and accrued
liabilities ..................... 3,311 820 2,357 380
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES.................. 2,761 (1,262) 10,798 15
INVESTING ACTIVITIES
Purchases of property, plant and
equipment ............................. (1,116) (777) (3,162) (2,062)
Proceeds from sale of property, plant
and equipment......................... 2,773 25 9,293 62
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES................. 1,657 (752) 6,131 (2,000)
FINANCING ACTIVITIES
Payments on long-term debt.............. (4,533) (2,045) (13,857) (4,217)
Redemption of subordinated debentures . -- -- (4,393) --
Proceeds from stock options exercised .. -- 76 -- 100
Restricted stock forfeitures............ -- -- (32) --
Proceeds from sale of treasury stock.... -- 4,891 -- 4,891
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES ......... (4,533) 2,922 (18,282) 774
(DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS ..................... (115) 908 (1,353) (1,211)
Cash and cash equivalents at
beginning of period ...................... 230 222 1,468 2,341
CASH AND CASH EQUIVALENTS
AT END OF PERIOD..................... $ 115 $ 1,130 $ 115 $ 1,130
</TABLE>
See Notes to Consolidated Financial Statements on page 5.
4
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TEXFI INDUSTRIES, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
July 28, 1995
1. Details of certain balance sheet captions are as follows (in thousands):
(Unaudited)
July 28 October 28,
1995 1994
INVENTORIES:
Finished goods ............................. $ 12,338 $ 17,108
Goods in process ........................... 11,917 14,912
Raw materials .............................. 5,062 6,513
Supplies ................................... 3,055 3,598
Total ................................. $ 32,372 $ 42,131
PROPERTY, PLANT AND EQUIPMENT:
Land and land improvements ................. $ 3,728 $ 3,969
Buildings .................................. 23,631 27,414
Machinery, equipment, etc. ................. 86,897 105,492
Leasehold improvements ..................... 82 171
Construction in progress ................... 1,767 1,256
Total ................................. 116,105 138,302
Less accumulated depreciation .............. 60,128 62,357
Property, plant and equipment, net ......... $ 55,977 $ 75,945
LONG-TERM DEBT:
Term loan and revolving loans to a bank with
variable interest rate (9.18% at July 28,
1995 and 8.1875% at October 28, 1994)and
period options. Principal payments due
monthly through October 31, 1997.......... $ 19,048 $ 27,798
Term loan at prime plus 1%, payable in
monthly installments plus interest
through October 1997 ...................... 1,120 4,500
Term loan at 6.75%, payable in monthly
installments plus interest through November
1, 1998.................................... 1,953 3,502
Other obligations, principally at prime,
payable through 2009 ...................... 509 677
Total ................................. 22,630 36,477
Less current maturities .................... 7,298 11,462
Due after one year ......................... $ 15,332 $ 25,015
5
<PAGE>
1. Continued
July 28, October 28,
1995 1994
SUBORDINATED DEBENTURES:
Senior Subordinated Debentures, 8 3/4%
due August 1, 1999.................. $ 34,430 $ 34,440
Subordinated Extendible Debentures,
11%, due April 1, 2000 (Series C)... 2,757 7,150
Convertible Senior Subordinated
Debentures, 11-1/4% due October
1, 1997 ............................ 3,537 3,537
$ 40,724 $ 45,127
2. Primary earnings per common share are based on the average
number of shares of common stock and common stock equivalents of
dilutive stock options outstanding during the year.
Fully diluted earnings per common share are computed assuming
conversion of the 11-1/4% Convertible Senior Subordinated
Debentures into common stock as of the beginning of the year, and
addition to net income of interest expense related to these
debentures when these debentures are considered dilutive stock
options outstanding during the year.
3. At July 28, 1995, shares of common stock were reserved for
possible issuance as follows:
Conversion of 11-1/4% Convertible Senior Subordinated
Debentures ..................................... 528,647
Stock options ..................................... 507,443
Stock options granted to Chadbourne Corporation. 600,000
1990 Executive Stock Purchase Plan ................ 186,565
1990 Restricted Incentive Stock Plan .............. 109,089
Directors' Deferred Stock Compensation Plan ....... 162,791
Total ........................................... 2,094,535
4. On March 31, 1995, the Company sold all property, plant
and equipment, and inventory related to its Marion Fabrics plant
for approximately $10.7 million. Of the total proceeds, $2 million was
received in the form of a subordinated note payable in three monthly
installments of $666,667 plus accrued interest. The purchaser failed
to make the first payment due on July 29, 1995. Based on
information that subsequently came to the Company's attention,
it concluded that repayment of the note in the near future was
unlikely. The Company agreed to reduce the note by $330,000 by
setoff of an agreed amount owed to the purchaser resulting from
post-closing adjustments and, in early September, sold the note to
certain affiliates of the purchaser for $400,000 cash. These
transactions created an additional loss from discontinued
operations of approximately $1.3 million, which will be reflected
in the Company's fourth quarter results.
6
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Overview:
At the beginning of the 1995 fiscal year, under the direction of
its Board of Directors, the new management team of Texfi
Industries, Inc., identified what they considered were the three
core business units of the Company: Texfi Blends, Texfi Elastics
and Kingstree Knits. Management decided to discontinue or sell
its three remaining operations: Highland Yarns, the Jefferson
Mills Corduroy and Diaper operations, and Marion Fabrics. The
Company has recorded charges totaling $15,369,000 during the
first two fiscal quarters of 1995 in order to close Highland and
Jefferson and sell Marion, all of which are accounted for as
discontinued operations. Proceeds from the sale of Marion, as
well as from the sale of Jefferson which occurred subsequent to
its closure, have been applied as a long-term debt reduction. The
Company's continuing operations are comprised of its remaining
three core business units. These business units have experienced
a 17.2% increase in sales and 1.7% improvement in gross margin
which have contributed to a $4,719,000 improvement in operating
income from continuing operations for the first nine months of
1995 compared to 1994.
Results Of Operations:
Net sales for the thirteen weeks ended July 28, 1995
increased to $65,187,000 as compared to $61,349,000 for the
thirteen weeks ended July 29, 1994. This $3,838,000 (6.3%)
increase resulted from increased sales of finished fabrics
($3,993,000) and narrow elastic fabrics ($226,000) which more
than offset a decrease in knitted apparel products ($381,000).
Year-to-date net sales rose by $28,156,000 (17.2%) in 1995 over
the comparable thirty-nine week period in 1994 as a result of
increased sales of knitted apparel products ($11,733,000),
finished fabrics ($13,410,000), narrow elastic fabrics
($2,739,000) and greige fabrics ($274,000). The higher sales of
knitted apparel products resulted from increased market demand
for knitted apparel, primarily T-shirts, and the Company's
ongoing goal of emphasizing more fashion-oriented apparel
products. Finished fabrics sales increased primarily due to
greater demand for the Company's synthetic fabrics used in
womenswear and menswear apparel.
For the comparable thirteen-week period, cost of goods sold,
as a percentage of net sales, increased slightly from 88.5% in
1994 to 89.0% in 1995. This increase was attributed to higher raw
material prices. For the comparable thirty-nine week period,
cost of goods sold as a percentage of net sales decreased 1.7%
from 90.8% in 1994 to 89.1% in 1995. The decrease in the thirty-
nine week period represented a combination of favorable changes
in product mix, selling prices and volume related operating
costs.
7
<PAGE>
Selling, general and administrative expenses ("SG&A")
decreased from 6.3% to 6.1% as a percentage of sales for the
thirteen weeks ended July 28, 1995 when compared to same period a
year ago and decreased from 6.9% to 6.5% for the comparable
thirty-nine week periods. These decreases resulted primarily from
the Company's success in maintaining these expenses relatively
constant despite sales volume increases.
Interest expense increased $132,000 (4.9%) from $2,721,000
during the third thirteen-week period ended in 1994 to $2,853,000
in 1995. For the comparable thirty-nine week periods, interest
expense increased $1,293,000 (16.7%) from $7,751,000 to
$9,044,000. This increase resulted primarily from increases in
the prime rate of interest from 6% effective March 23, 1994 to 9%
effective February 1, 1995 along with similar increases in the CD
and LIBOR rates of interest. These increased interest rates have
negatively impacted interest expense incurred on the Company's
variable rate debt which consists primarily of factor borrowings
and term loan facility. The rising interest rates offset
decreases in interest expense attributable to a $13.9 million
reduction of average outstanding long-term and subordinated debt
obligations during the first nine months of 1995 as compared to
the comparable period in 1994.
During the first half of fiscal 1995, the Company recorded
charges totaling $15,369,000 to discontinue its Highland Yarn and
Jefferson Mills corduroy and diaper operations, and dispose of
its Marion Fabrics greige goods operation, including a loss on
operations of $2,185,000 and a loss on disposal of assets of
$13,184,000. The loss on disposal of assets consisted primarily
of a writedown of property, plant and equipment ($7.6 million),
inventory ($3.4 million) and other accruals ($2.2 million).
Financial Condition:
Despite a net loss of $15.9 million during the first three
fiscal quarters of 1995, operating activities generated net cash
of $10.8 million. This cash was generated as a result of the
$15.9 million net loss being adjusted to a cash basis for
depreciation and amortization ($7.4 million), the provision for
losses on accounts receivable ($456,000) and the provision for
losses on property, plant and equipment ($7.6 million), none of
which required cash, together with a decrease in inventories
($9.8 million), accounts payable ($2.4 million) and accounts
receivable ($144,000) which offset increases in prepaid and other
assets ($971,000). Cash flow from operations along with proceeds
from the sale of property, plant and equipment of $9.3 million,
as well as cash on hand, provided funds to repay long-term debt
and subordinated debentures of $18.2 million and purchase
equipment of $3.2 million.
8
<PAGE>
Working capital is comprised chiefly of inventories and
accounts receivable. Traditionally, the Company has maintained
financing capacity for working capital and other general
corporate purposes under certain factoring agreements and other
comparable short-term borrowing arrangements, which have provided
a major source of liquidity. Under terms of the factoring
agreements, the Company may be advanced funds in amounts not to
exceed 90% of eligible accounts receivable, which are assigned
without recourse to the factors. The amounts reported on the
balance sheets as "Due from factor" represent accounts receivable
with factors net of advances.
In order for the Company to meet its working capital needs
during fiscal 1995 as it discontinued three of its business units
and to enable the Company to have sufficient cash to redeem $4.4
million of its Subordinated Extendible Debentures due April 1,
2000 Series C (11%) (the "Series C Debentures"), the Company has
pledged its inventory pursuant to an inventory security agreement
with its principal factor. This arrangement, which is in the
process of being set forth in a formal agreement, allows the
Company to receive advances of funds up to 50% of eligible
inventory but not to exceed $10 million, in addition to funds
available based on eligible receivables. As of July 28, 1995,
the Company had approximately $9.9 million of funds available
under its factoring agreements based upon 90% of eligible
accounts receivable and 50% of eligible inventory. Advances based
on eligible accounts receivable bear interest at the rate of
prime plus 1/2%. Advances based on eligible inventory bear
interest at the rate of prime plus 3/4%.
At July 28, 1995, working capital equaled $3.1 million, a
decrease of $9.1 million from the fiscal year ended October 28,
1994. This decrease in working capital is due primarily to
decreases in cash ($1.5 million), accounts receivable ($600,000),
inventory ($9.8 million) and accounts payable ($2.3 million)
which more than offset increases in prepaid expenses ($783,000)
and decreases in current maturities of long-term debt ($4.1
million). Discontinued operations and the charge for loss on sale
of assets, reduced working capital by $14.1 million while
continuing operations improved working capital by $4.1 million
during the thirty-nine week period.
9
<PAGE>
On October 29, 1990, the Company obtained a $40 million
credit facility which has been fully funded. The proceeds of the
credit facility were used to reduce factor debt incurred
principally to fund acquisitions and capital improvements and for
working capital and other general corporate purposes. Borrowings
under the credit facility bear interest, at the Company's option,
at either prime plus 1% or an alternative rate based upon LIBOR
or CD rates. The remaining balance on the facility of $19
million is payable in monthly installments through the end of
fiscal 1997. The credit facility places limitations on the
Company's rental expense, additional indebtedness, acquisitions,
capital expenditures and sale or disposal of assets. The Company
is also required to maintain a stated amount of working capital
and tangible net worth as well as certain financial ratios,
including stated ratios of assets to current liabilities and of
earnings to fixed charges. This facility has been amended: (i)
to make the restrictive covenants less restrictive so that the
Company would remain in compliance with all covenant
requirements, (ii) defer and reduce principal repayments to
assist the Company in meeting its cash requirements, (iii)
provide for the applicable interest rate margin on the prime, CD
and LIBOR rates of interest to be changed within a certain range
based on the ratio of the Company's senior debt plus factor
advances to earnings before interest, taxes, depreciation and
amortization and raise the margin associated with the CD and
LIBOR rates of interest, and (iv) effect certain other changes.
In April 1990, the Company issued $7.1 million in principal
amount of Subordinated Extendible Debentures due April 1, 2000,
Series C (11%) (the "Series C Debentures") in an underwritten
public offering. The net proceeds of this offering were used to
reduce factor indebtedness incurred to fund capital expenditures.
The annual interest rate of the Series C Debentures may be
adjusted at the sole discretion of the Company on April 1, 1995
and on each April 1 thereafter until maturity in 2000. The
Company reset the interest rate on the Series C Debentures to 13%
for the period beginning April 1, 1995 and ending March 31, 1996.
The Series C Debentures were redeemable on April 1, 1995 and will
be redeemable on each April 1 thereafter until maturity, in whole
or in part, at the option of the holder or the Company for the
principal amount thereof plus accrued interest through the date
of redemption. On April 1, 1995, $4,393,000 of the Series C
Debentures were redeemed at the option of the holders thereof.
The remaining principal amount outstanding totaled $2,757,000 as
of July 28, 1995.
10
<PAGE>
On October 1, 1991, the Company exchanged $3.6 million of
its 11-1/4% Convertible Senior Subordinated Debentures due
October 1, 1997 (the "New Debentures") for 11-1/4% Convertible
Senior Subordinated Debentures due October 1, 1991 (the "Old
Debentures"). The New Debentures have a conversion price of $6.69
per share, are convertible at the option of the holders, and may
be redeemed at face value by the Company any time in the future.
On September 8, 1993, the Company issued $34.5 million in
principal amount of Senior Subordinated Debentures due August 1,
1999 ("8-3/4% Debentures"). The annual interest rate of these
debentures is 8.75%, payable semiannually on August 1 and
February 1 of each year commencing February 1, 1994. The 8-3/4%
Debentures, which cannot be called prior to their maturity date,
are unsecured obligations but contain covenants that place
limitations on the use of proceeds from disposal of assets and on
the incurrence of additional indebtedness and senior indebtedness
(as defined in the indenture) if such indebtedness would exceed
stated ratios of capitalization and earnings after such
incurrence. The Company is currently prohibited, by the covenant
described in (i) below, from incurring additional indebtedness.
The Company may not incur additional indebtedness if, after
giving effect to such incurrence, the aggregate amount of
indebtedness of the Company would exceed either of (i) 75% of the
sum of all indebtedness, stockholders' equity and any redeemable
preferred stock or (ii) the product of (x) 4.25 multiplied by (y)
the Company's net income before interest, income taxes,
depreciation and amortization, and other noncash charges reducing
income, all for the four consecutive fiscal quarters preceding
such incurrence (excluding writedowns of discontinued
operations). In addition, the Company may not incur additional
senior indebtedness (as defined in the indenture) if, after
giving effect of such incurrence, the aggregate amount of senior
indebtedness would exceed 60% of the sum of all indebtedness,
stockholders' equity and any redeemable preferred stock.
Advances under the Company's factoring agreements are not
considered indebtedness for the purpose of these covenants.
Net proceeds from the issue of 8-3/4% Debentures totaled
$33.5 million (net $1.0 million issue costs). These funds were
used to redeem all outstanding shares of preferred stock ($5.1
million) and all outstanding Series A and Series B Debentures
($8.4 million), to repay long-term debt ($8.1 million) and to
reduce factor advances ($11.9 million).
11
<PAGE>
The Company plans to place into service $5.2 million of
machinery and equipment during fiscal 1995. This equipment
primarily will increase fabric dyeing and finishing capacity as
well as increase knit apparel product sewing capacity.
Approximately $3.2 million of the $5.2 million of equipment will
be placed into service through committed operating lease lines
and therefore not reflected in the balance sheet.
On March 31, 1995, the Company sold its Marion Fabrics
greige goods plant located in Marion, North Carolina, for
approximately $10.7 million, which included all
property, plant and equipment and inventory related to the plant.
The sales price was received in the form of cash of $8.7
million and a subordinated note of $2 million payable in three
equal monthly installments of $666,667 plus accrued interest,
beginning July 29, 1995. The cash proceeds from the sale were
used to reduce long-term debt by $5.7 million and factor advances
by approximately $3 million. The purchaser failed to make the July 29
payment due on the subordinated note. Based on information that
subsequently came to the Company's attention, it concluded that
repayment of the note in the near future was unlikely. The
Company agreed to reduce the note by $330,000 by setoff of an
agreed amount owed to the purchser resulting from post-closing
adjustments and, in early September, sold the note to certain
affiliates of the purchaser for $400,000 cash. These transactions
created an additional loss from discontinued operations of
approximately $1.3 million, which will be reflected in the
Company's fourth quarter results.
As a result of the improved operating performance of the
Company's continuing operations and the discontinuance of the
Company's greige goods operations, the Company has been able to
significantly improve its cash flow from operations and sales of assets
and reduce its long-term debt and subordinated debentures by $18.2
million as of July 28, 1995. On August 30, 1995, subsequent to
the end of the quarter, the company received the first funding under
its leasing line and was therefore able to sell and lease back
approximately $2.3 million of its 1995 machinery and equipment
requirements. The money received from this funding was used to reduce
the company's advances with its factor and consequently improve
its working capital by $2.3 million. In addition, the Company,
through the restructuring of its term loan facility, has reduced its
current maturities of long-term debt by $3.5 million over the next
twelve months. Management believes cash flows from operations and
funds available under factoring agreements, will provide the Company
with sufficient sources of funds to meet its cash needs during the
fourth quarter of 1995 and, assuming no deterioration in current
market conditions, for the foreseeable future.
12
<PAGE>
PART II. OTHER INFORMATION
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits
Exhibits to this report are listed in the accompanying
index to exhibits.
(b) Reports on Form 8-K
No reports on From 8-K were filed during the quarter ended
July 28, 1995.
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 thereunto duly authorized.
TEXFI INDUSTRIES, INC.
(Registrant)
Date: September 8, 1995 By:S/Dane L. Vincent
Dane L. Vincent
Vice President Finance
and Treasurer
14
<PAGE>
TEXFI INDUSTRIES, INC.
INDEX TO EXHIBITS
*2 Asset Purchase Agreement dated as of February 10,
1995, by and between the Registrant and Marion, Inc.
filed as Exhibits 2(a) through 2(g) to the Registrant's
Form 8K Current Report dated March 31, 1995.
*4(a)(1) Restated Certificate of Incorporation of the Registrant
dated August 13, 1969, filed as Exhibit (3)(a)(1) to the
Registrant's Form 10-K Annual Report for the fiscal year
ended October 31, 1980.
*4(a)(2) Certificate of Amendment of Certificate of Incorporation of
the Registrant dated March 16, 1972, filed as Exhibit
(3)(a)(2) to the Registrant's Form 10-K Annual Report for
the fiscal year ended October 31, 1980.
*4(a)(3) Certificate of Amendment of Certificate of Incorporation of
the Registrant dated March 27, 1978, filed as Exhibit
(3)(a)(3) to the Registrant's Form 10-K Annual Report for
the fiscal year ended October 31, 1980.
*4(a)(4) Certificate of Amendment of Certificate of Incorporation of
the Registrant dated May 19, 1986, filed as Exhibit 4.4 to
the Registrant's Form S-8 Registration Statement (No. 33-
14697).
*4(a)(5) Certificate of Amendment of Certificate of Incorporation of
the Registrant dated March 20, 1987, filed as Exhibit 4.5 to
the Registrant's Form S-8 Registration Statement (No. 33-
14697).
*4(a)(6) Certificate of Amendment of Certificate of Incorporation of
the Registrant dated September 28, 1987, filed as Exhibit
4(a)(6) to the Registrant's Form S-2 Registration Statement
(No. 33-16794).
*4(a)(7) Certificate of Designations of the Registrant dated November
20,1987, filed as Exhibit 4(a)(7) to the Registrant's Form S-
2 Registration Statement (No. 33-16794).
1
<PAGE>
*4(a)(8) Certificate of Designations of the Registrant dated March 8,
1988, filed as Exhibit 4(a)(8) to the Registrant's Form S-2
Registration Statement (No. 33-20131).
*4(a)(9) Certificate of Designations of the Registrant dated August
4, 1988, filed as Exhibit 4(d)(9) to the Registrant's Form
10-Q Quarterly Report for the fiscal quarter ended July 29,
1988.
*4(b)(1) Bylaws of the Registrant, filed as Exhibit 4.6 to the
Registrant's Form S-8 Registration Statement (No. 33-14697).
*4(b)(2) Amendment to Bylaws of the Registrant, filed as Exhibit
4(b)(2) to the Registrant's Form S-2 Registration Statement
(No. 33-16794).
*4(b)(3) Amendment to Bylaws of the Registrant adopted by
Registrant's Board of Directors on January 18, 1991, filed
as Exhibit 3(b)(3) to the Registrant's Form 10-K Annual
Report for the fiscal year ended November 2, 1990.
*4(b)(4) Amendment to Bylaws of the Registrant adopted by
Registrant's Board of Directors on August 31, 1994, filed as
Exhibit 4(b)(4) to the Registrant's Form 10-Q Quarterly
Report for the fiscal quarter ended July 29, 1994.
*4(b)(5) Amendment to Bylaws of the Registrant adopted by
Registrant's Board of Directors on September 7, 1994, filed
as Exhibit 4(b)(5) to the Registrant's Form 10-Q Quarterly
Report for the fiscal quarter ended July 29, 1994.
*4(c)(1) Indenture between the Registrant and Rhode Island Hospital
Trust National Bank, Trustee, with a copy of Subordinated
Debentures due April 1, 1995, Series A, Subordinated
Debentures due April 1, 1995, Series B and Subordinated
Extendible Debentures due April 1, 2000, Series C attached,
filed as Exhibit 4(f) to the Registrant's Form S-2
Registration Statement (No. 33-32485).
*4(c)(2) First Supplemental Indenture between the Registrant and
Rhode Island Hospital Trust National Bank, Trustee, with a
revised Subordinated Debenture due April 1, 1995, Series B
attached, filed as Exhibit 4 to the Registrant's Form 8-K
Current Form dated May 16, 1990.
2
<PAGE>
*4(c)(3) Indenture dated October 1, 1991 between the Registrant and
The First National Bank of Boston, Trustee, with copy of 11-
1/4% Convertible Senior Subordinated Debenture due October
1, 1997, filed as Exhibit 4(a)(1) to the Registrant's Form
10-K Annual Report for the fiscal year ended November 1,
1991.
*4(c)(4) Indenture dated September 8, 1993 between the Registrant and
the First Union National Bank of North Carolina, Trustee,
with copy of 8-3/4% Senior Subordinated Debenture due August
1, 1999, filed as Exhibit 4(c)(2) to the Registrant's Form
10-Q Quarterly Report for the fiscal quarter ended July 30,
1993.
*4(d)(1) Specimen Common Stock ($1 par value) certificates, filed as
Exhibit 4.01 to Amendment No. 2 to the Registrant's Form S-1
Registration Statement (No. 2-41653).
*4(e)(1) Rights Agreement dated July 22, 1988 between Registrant and
First Union National Bank of North Carolina, as Rights
Agent, filed as Exhibit 1 to the Registrant's Form 8-K
Current Form dated July 22, 1988.
*4(e)(2) Form of Rights Certificate, filed as Exhibit B to Exhibit 1
to the Registrant's Form 8-K Current Form dated July 22,
1988.
*4(e)(3) Amendment to Rights Agreement between the Registrant and
First Union National Bank of North Carolina dated October
31, 1988, filed as Exhibit 4(e)(3) to the Registrant's Form
S-2 Registration Statement (No. 33-32485).
*4(e)(4) Second Amendment to Rights Agreement dated May 24, 1994
between Registrant and First Union National Bank of North
Carolina, as Rights Agent, filed as Exhibit 4(e)(4) to the
Registrant's Form 10-Q Quarterly Report for the fiscal
quarter ended April 29, 1994.
*4(e)(5) Third Amendment to Rights Agreement dated December 16, 1994
between Registrant and First Union National Bank of North
Carolina, as Rights Agent, filed as Exhibit 4(c)(5) to the
Registrant's Form 10-K Annual Report for the fiscal year
ended October 28, 1994.
*4(f)(1) Loan Agreement dated October 29, 1990 between the Registrant
and NCNB National Bank of North Carolina, filed as Exhibit
2(a) to the Registrant's Form 8-K Current Form dated
November 12, 1990.
3
<PAGE>
*4(f)(2) First Amendment to Loan Agreement dated March 14, 1991
between Registrant and NCNB National Bank of North Carolina,
filed as Exhibit 19(a)(1) to the Registrant's Form 10-Q
Quarterly Report for the fiscal quarter ended May 3, 1991.
*4(f)(3) Second Amendment to Loan Agreement dated March 28, 1991
between Registrant and NCNB National Bank of North Carolina,
filed as Exhibit 19(a)(2) to the Registrant's Form 10-Q
Quarterly Report for the fiscal quarter ended May 3, 1991.
*4(f)(4) Third Amendment to Loan Agreement dated May 29, 1991 between
Registrant and NCNB National Bank of North Carolina, filed
as Exhibit 19(a)(3) to the Registrant's Form 10-Q Quarterly
Report for the fiscal quarter ended May 3, 1991.
*4(f)(5) Fourth Amendment to Loan Agreement dated June 14, 1991
between Registrant and NCNB National Bank of North Carolina,
filed as Exhibit 19(a)(4) to the Registrant's Form 10-Q
Quarterly Report for the fiscal quarter ended May 3, 1991.
*4(f)(6) Fifth Amendment to Loan Agreement dated January 28, 1992
between Registrant and NCNB National Bank of North Carolina,
filed as Exhibit 4(e)(6) to the Registrant's Form 10-K
Annual Report for the fiscal year ended November 1, 1991.
*4(f)(7) Sixth Amendment to Loan Agreement dated November 4, 1992
between Registrant and NationsBank of North Carolina, N.A.
(formerly NCNB National Bank of North Carolina), filed as
Exhibit 4(e)(7) to the Registrant's Form 10-K Annual Report
for the fiscal year ended October 30, 1992.
*4(f)(8) Seventh Amendment to Loan Agreement dated December 22, 1992
between Registrant and NationsBank of North Carolina, N.A.
(formerly NCNB National Bank of North Carolina), filed as
Exhibit 4(e)(8) to the Registrant's Form 10-K Annual Report
for the fiscal year ended October 30, 1992.
*4(f)(9) Eighth Amendment to Loan Agreement dated August 25, 1993
between Registrant and NationsBank of North Carolina, N.A.
(formerly NCNB National Bank of North Carolina), filed as
Exhibit 4(g)(9) to the Registrant's Form S-2 Registration
Statement (No. 33-66678).
*4(f)(10) Ninth Amendment to Loan Agreement dated October 29, 1993
between Registrant and NationsBank of North Carolina, N.A.
(formerly NCNB National Bank of North Carolina), filed as
Exhibit 4(f)(10) to the Registrant's Form 10-K Annual Report
for the fiscal year ended October 29, 1993.
4
<PAGE>
*4(f)(11) Tenth Amendment to Loan Agreement dated April 28, 1994
between Registrant and NationsBank of North Carolina, N.A.
(formerly NCNB National Bank of North Carolina), filed as
Exhibit 4(f)(11) to the Registrant's Form 10-Q Quarterly
Report for the fiscal quarter ended April 29, 1994.
*4(f)(12) Eleventh Amendment to Loan Agreement dated October 28, 1994
between Registrant and NationsBank of North Carolina, N.A.
(formerly NCNB National Bank of North Carolina) filed as
Exhibit 4(d)(12) to the Registrant's Form 10-K Annual Report
for the fiscal year ended October 28, 1994.
*4(f)(13) Twelfth Amendment to Loan Agreement dated January 27,
1995 between Registrant and NationsBank of North
Carolina, N.A. (formerly NCNB National Bank of North
Carolina), filed as Exhibit 4(d)(13) to the
Registrant's Form 10-Q Quarterly Report for the fiscal
quarter ended January 27, 1995.
*4(f)(14) Thirteenth Amendment to Loan Agreement dated April 28,
1995 between Registrant and NationsBank of North
Carolina, N.A. (formerly NCNB National Bank of North
Carolina),filed as Exhibit 4(f)(14) to the Registrant's
Form 10-Q Quarterly Report for the fiscal quarter ended
July 28, 1995.
4(f)(15) Fourteenth Amendment to Loan Agreement dated July 28,
1995 between Registrant and NationsBank of North
Carolina, N.A. (formerly NCNB National Bank of North
Carolina).
10(a)(1) Amendment to Term Loan Agreement dated July 28, 1995
between Registrant and the CIT Group/BCC, Inc.
(formerly Barclays Commercial Corporation).
11 Computation of Earnings Per Share
__________________________________
*Incorporated by reference to previous filing.
5
<PAGE>
EXHIBIT 4(f)(15)
FOURTEENTH AMENDMENT TO LOAN AGREEMENT
THIS FOURTEENTH AMENDMENT TO LOAN AGREEMENT, dated as of
July 28, 1995, (the "Amendment") is made to the Loan Agreement
dated as of October 29, 1990, as amended by a First Amendment to
Loan Agreement, dated March 14, 1991, as amended by a Second
Amendment to Loan Agreement, dated March 28, 1991, as amended by
a Third Amendment to Loan Agreement, dated May 29, 1991, as
amended by a Fourth Amendment to Loan Agreement, dated as of
June 14, 1991, as amended by a Fifth Amendment to Loan Agreement,
dated as of January 28, 1992, as amended by a Sixth Amendment to
Loan Agreement, dated as of November 4, 1992, as amended by a
Seventh Amendment to Loan Agreement, dated as of December 22,
1992, as amended by an Eighth Amendment to Loan Agreement, dated
as of August 24, 1993, as amended by a Ninth Amendment to Loan
Agreement, dated as of October 29, 1993, as amended by a Tenth
Amendment to Loan Agreement, dated as of April 28, 1994, as
amended by an Eleventh Amendment to Loan Agreement dated as of
October 28, 1994, as amended by a Twelfth Amendment to Loan
Agreement dated as of January 27, 1995, as amended by a
Thirteenth Amendment to Loan Agreement dated as of April 28, 1995
between TEXFI INDUSTRIES, INC., a Delaware corporation (the
"Borrower"), and NATIONSBANK, N.A. (CAROLINAS), (formerly known
as NationsBank of North Carolina, N.A.) a national association,
acting as agent for the Lenders (as described in the Loan
Agreement, as defined below) (the "Agent") and the Lenders.
RECITALS
A. The Borrower and the Agent entered into a Loan Agreement
dated as of October 29, 1990, pursuant to which the Lenders, as
defined in the Loan Agreement, extended a $25,000,000 Term Loan
and a $15,000,000 Revolving Line of Credit to the Borrower, which
agreement was amended by the First Amendment to Loan Agreement,
dated March 14, 1991, by a Second Amendment to Loan Agreement,
dated March 28, 1991, by a Third Amendment to Loan Agreement,
dated May 29, 1991, by a Fourth Amendment to Loan Agreement,
dated as of June 14, 1991, by a Fifth Amendment to Loan
Agreement, dated as of January 28, 1992, by a Sixth Amendment to
Loan Agreement, dated as of November 4, 1992, by a Seventh
Amendment to Loan Agreement, dated as of December 22, 1992, by an
Eighth Amendment to Loan Agreement, dated as of August 24, 1993,
by a Ninth Amendment to Loan Agreement, dated as of October 29,
1993, by a Tenth Amendment to Loan Agreement, dated as of
April 28, 1994, by an Eleventh Amendment to Loan Agreement, dated
as of October 28, 1994, by a Twelfth Amendment to Loan Agreement
dated as of January 27, 1995, and by a Thirteenth Amendment to
Loan Agreement dated as of April 28, 1995 (as further amended,
modified, restated or supplemented from time to time, the "Loan
Agreement"). All capitalized terms not otherwise defined in this
Amendment shall have the meaning assigned to them in the Loan
Agreement.
B. In connection with the Second Amendment, the Subsidiary
Equipment Security Agreements were executed and delivered. In
connection with the Third Amendment, the Assignments of Factor
Receivables and the Subsidiary Security Agreements were
terminated and two of the Deeds of Trust and Assignments of
Leases, Rents and Profits were executed and delivered. Pursuant
to the Seventh Amendment, the schedule for repayment of the Term
Loans were revised and the schedule for repayment of the
Revolving Credit Notes were revised to convert the Revolving Line
of Credit into a term loan payable in installments commencing on
July 31, 1993 and ending on October 31, 1997. Pursuant to the
Tenth Amendment, Twelfth Amendment and Thirteenth Amendment, the
schedule for repayment of the loans and certain financial
covenants contained in Article IX of the Loan Agreement were
revised. The other amendments to the Loan Agreement revised
certain financial covenants contained in Article IX of the Loan
Agreement.
C. The Borrower, the Lenders and the Agent desire to amend
the Loan Agreement further in accordance with the terms hereof,
in order to revise a certain financial covenant contained in the
Loan Agreement.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
Borrower, the Lenders and the Agent, for themselves, their
successors and assigns, agree as follows:
ARTICLE 1
AMENDMENTS
Section IX of the Loan Agreement is amended by deleting
subparagraph 9.13 in its entirety and substituting the following
new subparagraph therefor:
9.13 Working Capital. Permit Working Capital to be
less than the following amounts for the date or period
indicated (such compliance to be calculated as of the end of
the each fiscal quarter of the Borrower):
Applicable Date or Period Working Capital
At the end of the second quarter
of Borrower's 1995 fiscal year $10,800,000
At the end of the third quarter
of Borrower's 1995 fiscal year $10,386,000
At the end of the fourth quarter
of Borrower's 1995 fiscal year $12,000,000
At the end of the first quarter
of Borrower's 1996 fiscal year
and at the end of each fiscal
quarter thereafter $13,000,000
ARTICLE 2
GENERAL
2.1 Full Force and Effect. Except as expressly amended
hereby, the Loan Agreement shall continue in full force and
effect in accordance with the provisions thereof on the date
hereof. As used in the Loan Agreement, "hereinafter," "hereto,"
"hereof" and words of similar import shall, unless the context
otherwise requires, mean the Loan Agreement as amended by this
Amendment.
2.2 Applicable Law. This Amendment shall be governed by
and construed in accordance with the laws and judicial decisions
of the State of North Carolina.
2.3 Counterparts, Terms. This Amendment may be executed in
two or more counterparts, each of which shall constitute an
original, but all of which when taken together shall constitute
but one instrument.
2.4 Fees and Expenses. The Borrower agrees to pay to the
Agent upon the execution hereof an amendment fee in the amount of
$25,000 and all reasonable out-of-pocket expenses incurred by the
Agent in connection with the preparation, execution and delivery
of this Amendment, including, without limitation, all fees and
disbursements of Agent's counsel.
2.5 Headings. The headings of this Amendment are for the
purposes of reference only and shall not effect the construction
of the Amendment.
2.6 Valid Agreement. The parties acknowledge that this
Amendment complies in all respects with Section 15.7 of the Loan
Agreement, which sets forth the requirements for amendments
thereto.
IN WITNESS WHEREOF, the Borrower and the Agent have caused
this Amendment to be executed by their duly authorized officers
all as of the day and year first above written.
TEXFI INDUSTRIES, INC.
[CORPORATE SEAL] By:
ATTEST: Dane L. Vincent
Vice President Finance
and
Treasurer
Assistant Secretary
[SIGNATURES CONTINUED ON NEXT PAGE]
NATIONSBANK, N.A. (CAROLINAS),
as Agent
By:
Title:
<PAGE>
EXHIBIT 10(a)(1)
AMENDMENT TO TERM LOAN AGREEMENT
THIS AMENDMENT TO TERM LOAN AGREEMENT made as of the
day of September, 1995, to that Term Loan Agreement (the
"Agreement") dated October 30, 1992, by and between TEXFI
INDUSTRIES, INC., a Delaware corporation (herein called
"Borrower"), and THE CIT GROUP/COMMERCIAL SERVICES, INC.
(formerly known as The CIT Group/BCC, Inc., formerly known as
Barclays Commercial Corporation and hereinafter called the
"Lender") is effective as of July 28, 1995. The Agreement is
hereby amended as follows:
Paragraph 7.2 of the Agreement is hereby deleted in its
entirety and the following paragraph is substituted therefor:
7.2 Working Capital. Permit Working Capital to be
less than the following amounts for the date or period
indicated (such compliance to be calculated as of the end of
each fiscal quarter of the Borrower):
Applicable Date or Period Working Capital
At the end of the second quarter
of Borrower's 1995 fiscal year $10,800,000
At the end of the third quarter
of Borrower's 1995 fiscal year $10,386,000
At the end of the fourth quarter
of Borrower's 1995 fiscal year $12,000,000
At the end of the first quarter
of Borrower's 1996 fiscal year
and the end of each fiscal quarter
thereafter $13,000,000
IN WITNESS WHEREOF, Borrower and the Lender have caused this
Amendment to Term Loan Agreement to be duly executed by their
respective duly authorized officers, all as of the day and year
first above written.
ATTEST: TEXFI INDUSTRIES, INC.
By:
Assistant Secretary Dane L. Vincent
Vice President Finance and
[CORPORATE SEAL] Treasurer
ATTEST: THE CIT GROUP/COMMERCIAL
SERVICES, INC.
By:
Assistant Secretary Title: Vice President
[CORPORATE SEAL]
<PAGE>
EXHIBIT 11
TEXFI INDUSTRIES, INC.
COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
Thirteen Weeks Ended Twenty-six Weeks Ended
July 28, July 29, July 28, July 29,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
NUMBER OF SHARES OF COMMON STOCK OUTSTANDING:
Balance at beginning of period ................. 8,650,690 7,706,996 8,652,621 7,696,416
Stock options exercised......................... -- -- -- 1,381
Deferred compensation.......................... -- 21,625 3,069 37,209
Restricted stock forfeitures.................... -- -- (5,000) (6,385)
Sale of treasury stock.......................... -- 924,000 -- 924,000
Balance at end of period ..................... 8,650,690 8,652,621 8,650,690 8,652,621
PRIMARY:
Net income (loss) from continuing operations.... $ 312,000 $ 478,000 $(563,000) $(3,945,000)
Net loss from discontinued operations........... -- (1,879,000) (15,369,000) (4,417,000)
Net income (loss) applicable to common
stockholders ................................. $ 312,000 $(1,401,000) $(15,932,000) (8,362,000)
Weighted average number of shares outstanding:
Common stock outstanding for the period
based on a daily weighted average ........... 8,650,690 8,382,442 8,652,019 7,925,803
Common stock equivalents - outstanding stock
options computed on the treasury stock
method using average market price ........... -- -- -- --
Weighted average number of common and common
equivalent shares outstanding ............... 8,650,690 8,382,442 8,652,019 7,925,803
Per common share amounts:
Net income (loss) from continuing operations $ .04 $ .06 $ (.06) $ (.50)
Net loss from discontinued operations..... -- (.23) (1.78) (.56)
Net income (loss)......................... $ .04 $(.17) $(1.84) $ (1.06)
FULLY DILUTED:
Net income (loss) from continuing operations....$ 312,000 $ 478,000 $ (563,000) $(3,945,000)
Net loss from discontinued operations........... -- (1,879,000) (15,369,000) (4,417,000)
Net income (loss) applicable to common
stockholders .................................$ 312,000 $(1,401,000) $(15,932,000) $(8,362,000)
Weighted average number of shares outstanding:
Common stock outstanding for the period based
on a daily weighted average .................. 8,650,690 8,382,442 8,652,019 7,925,803
Common stock equivalents - outstanding stock
options computed on the treasury stock method
by using end-of-period market prices in lieu
of average market prices .................... -- -- -- --
8,650,690 8,382,442 8,652,019 7,925,803
Increase in common shares assuming conversion
of the 11-1/4% Convertible Senior Subordinated
Debentures .................................. -- -- -- --
Weighted average number of common and common
equivalent shares outstanding ................... 8,650,690 8,382,442 8,652,019 7,925,803
Per common share amounts:
Excluding convertible debenture shares:
Net income (loss) from continuing operations $ .04 $ .06 $(.06) $ (.50)
Net loss from discontinued operations....... -- (.23) (1.78) (.56)
Net income (loss)......................... $ .04 $(.17) $(1.84) $(1.06)
Including Convertible Debenture Shares:
Net income (loss) from continuing operations $ .04 $ .06 $(.06) $ (.50)
Net loss from discontinued operations....... -- (.23) (1.78) (.56)
Net income (loss)....................... $ .04 $(.17) $(1.84) $(1.06)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> NOV-03-1995
<PERIOD-END> JUL-28-1995
<CASH> 115
<SECURITIES> 0
<RECEIVABLES> 11,536
<ALLOWANCES> (1,786)
<INVENTORY> 32,372
<CURRENT-ASSETS> 45,255
<PP&E> 116,105
<DEPRECIATION> (60,128)
<TOTAL-ASSETS> 105,324
<CURRENT-LIABILITIES> 42,167
<BONDS> 40,724
<COMMON> 33,720
0
0
<OTHER-SE> (28,501)
<TOTAL-LIABILITY-AND-EQUITY> 105,324
<SALES> 192,086
<TOTAL-REVENUES> 192,086
<CGS> 171,107
<TOTAL-COSTS> 183,612
<OTHER-EXPENSES> 9,037
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,044
<INCOME-PRETAX> (563)
<INCOME-TAX> 0
<INCOME-CONTINUING> (563)
<DISCONTINUED> (15,369)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (15,932)
<EPS-PRIMARY> (1.84)
<EPS-DILUTED> (1.84)
</TABLE>
