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 January 27, 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 March 9 , 1995 - 8,650,621
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 JANUARY 27, 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 period ended January 27, 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 ended
January 27, 1995 and January 28, 1994
Consolidated Balance Sheets as of January 27, 1995 and October
28, 1994
Consolidated Statements of Cash Flows for the thirteen weeks
ended January 27, 1995 and January 28, 1994
Condensed Notes to Consolidated Financial Statements
1
<PAGE>
TEXFI INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except per share data)
Thirteen Weeks Ended
January 27, January 28,
1995 1994
Net Sales ........................... $ 63,247 $ 51,403
Cost and Expenses:
Cost of goods sold ................ 56,537 48,133
Selling, general and admin. ....... 4,530 3,618
Total ........................... 61,067 51,751
Operating Income (Loss).............. 2,180 (348)
Other Expense (Income):
Interest .......................... 3,137 2,514
Other, net ........................ (10) (8)
Total ........................... 3,127 2,506
Net Income (Loss) from Continuing Operations.. (947) (2,854)
Discontinued Operations:
Loss from operations of discontinued
operations........................ (1,210) (701)
Loss on disposal of discontinued
operations........................ (6,777) --
Total........................... (7,987) (701)
Net Loss Applicable to Common
Stockholders ........................ $ (8,934) $ (3,555)
Loss per Share:
Loss from continuing operations.... $ (.11) $ (.37)
Loss from discontinued operations.. (.92) (.09)
Net loss........................... $ (1.03) $ (.46)
See Notes to Consolidated Financial Statements on page 5.
2
<PAGE>
TEXFI INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
(Unaudited)
January 27, October 28,
1995 1994
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ............... $ 564 1,468
Receivables:
Trade ................................. 742 170
Due from factor ....................... 6,210 10,024
Other ................................. 298 156
Inventories .............................. 43,124 42,131
Prepaid expenses ......................... 3,292 2,235
Total................................... 54,230 56,184
PROPERTY, PLANT AND EQUIPMENT - Net ......... 70,130 75,945
OTHER ASSETS ................................ 4,615 5,051
$128,975 $137,180
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt ..... $ 11,595 $ 11,462
Accounts payable ......................... 27,118 25,531
Other liabilities ........................ 8,784 6,950
Federal and state income taxes ........... 70 70
Total.................................. 47,567 44,013
LONG-TERM DEBT .............................. 22,184 25,015
SUBORDINATED DEBENTURES ..................... 45,127 45,127
OTHER LONG-TERM OBLIGATIONS ................. 1,862 1,842
COMMON STOCKHOLDERS' EQUITY:
Common stock, $1.00 par value ............ 8,651 8,653
Additional paid-in capital ............... 25,087 25,099
Retained earnings ........................ (21,503) (12,569)
Total.................................. 12,235 21,183
$128,975 $137,180
See Notes to Consolidated Financial Statements on page 5.
3
<PAGE>
TEXFI INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
Thirteen Weeks Ended
Jan. 27, Jan. 28,
1995 1994
OPERATING ACTIVITIES
Net loss........................................ $(8,934) $(3,555)
Adjustments to reconcile net loss to net
cash provided by (used in) operating activities:
Depreciation & amortization .................. 2,792 2,757
Provision for losses on accounts receivable .. 269 128
Loss (gain)on sale of equipment ....... 3,901 (18)
Change in operating assets and liabilities:
Accounts receivable ........................ 2,831 4,496
Inventories ................................ (993) (1,899)
Prepaid and other assets ................... (1,032) (1,510)
Accounts payables and accrued liabilities .. 3,441 (531)
NET CASH PROVIDED BY(USED IN) OPERATING ACTIVITIES 2,275 (132)
INVESTING ACTIVITIES
Purchases of property, plant and equipment ..... (941) (666)
Proceeds from sale of equipment ................ 474 17
NET CASH USED IN INVESTING ACTIVITIES ......... (467) (649)
FINANCING ACTIVITIES
Payments on long-term debt and capital lease
obligations .................................. (2,698) (1,302)
Restricted stock forfeitures................... (14) --
NET CASH USED IN FINANCING ACTIVITIES ............ (2,712) (1,302)
DECREASE IN CASH AND CASH EQUIVALENTS ........ (904) (2,083)
Cash and cash equivalents at beginning of period . 1,468 2,341
CASH AND CASH EQUIVALENTS AT END OF PERIOD ... $ 564 $ 258
See Notes to Consolidated Financial Statements on page 5.
4
<PAGE>
TEXFI INDUSTRIES, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
January 27, 1995
Details of certain balance sheet captions are as follows (in thousands):
January 27, October 28,
1995 1994
1. INVENTORIES:
Finished goods ............................. $ 15,840 $ 17,108
Goods in process ........................... 16,723 14,912
Raw materials .............................. 7,020 6,513
Supplies ................................... 3,541 3,598
Total ................................. $ 43,124 $ 42,131
PROPERTY, PLANT AND EQUIPMENT:
Land and land improvements ................. $ 3,969 $ 3,969
Buildings .................................. 27,488 27,414
Machinery, equipment, etc. ................. 101,514 105,492
Leasehold improvements ..................... 171 171
Construction in progress ................... 1,635 1,256
Total ................................. 134,777 138,302
Less accumulated depreciation .............. 64,647 62,357
Property, plant and equipment, net ......... $ 70,130 $ 75,945
LONG-TERM DEBT:
Term loan and revolving loans to a bank with
variable interest rate (8.1875% at January 27,
1995 and October 28, 1994)and period
options. Principal payments due monthly
through October 31, 1997.................. $ 25,848 $ 27,798
Term loan at 6.75%, payable in monthly
installments plus interest through November
1, 1998.................................... 3,209 3,502
Term loan at prime plus 1%, payable in equal
monthly installments plus interest
through October 1997 ...................... 4,125 4,500
Other obligations, including capitalized
leases, principally at prime, payable
through 2009 .............................. 597 677
Total ................................. 33,779 36,477
Less current maturities .................... 11,595 11,462
Due after one year ......................... $ 22,184 $ 25,015
5
<PAGE>
1. Continued
January 27, October 28,
1995 1994
SUBORDINATED DEBENTURES:
Senior Subordinated Debentures, 8 3/4%
due August 1, 1999.................. $ 34,440 $ 34,440
Subordinated Extendible Debentures,
11%, due April 1, 2000 (Series C)... 7,150 7,150
Convertible Senior Subordinated
Debentures, 11-1/4% due October
1, 1997 ............................ 3,537 3,537
$ 45,127 $ 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 (1)
conversion of the 11-1/4% Convertible Senior Subordinated Debentures
into common stock as of the beginning of the year, and the interest
expense related to these (net of income taxes) was added to net income
when these debentures are considered dilutive stock options outstanding
during the quarter.
3. At January 27, 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 .................................. 693,249
Stock options granted to Chadbourne Corporation.... 600,000
1990 Executive Stock Purchase Plan ................ 186,565
1990 Restricted Incentive Stock Plan .............. 106,089
Directors' Deferred Stock Compensation Plan ....... 162,791
Total ..........................................2,277,341
4. On February 13, 1995, the Company entered into an agreement to sell
its Marion Fabrics greige goods facility for approximately $10.7
million. The sales price, which includes all property, plant and
equipment and inventory, is subject to an inventory adjustment at
the time of closing, which is anticipated to be on or before March
31, 1995.
6
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
RESULTS OF OPERATIONS
Net sales for the thirteen weeks ended January 27, 1995 increased to
$63,247,000 as compared to net sales of $51,403,000 for the thirteen
weeks ended January 28, 1994. This $11,844,000 (23%) increase resulted
from increased sales of knitted apparel products ($7,545,000), finished
fabrics ($3,084,000), narrow elastic fabrics ($941,000) and greige
fabrics ($274,000). The increased sales of knitted apparel products
were a result of greater market demand for knitted apparel, primarily
T-shirts, and the Company's continuing focus on moving the Kingstree
Knits apparel division towards more fashion-oriented apparel
production. Finished fabrics sales increased primarily due to higher
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, decreased 4.2% from 93.6% in 1994 to 89.4% in
1995. Part of the decrease (2.8 of the total 4.2%) resulted from fixed
manufacturing costs remaining consistent with the prior year but
decreasing as a percentage of sales which rose 23% between the
comparable periods as described above. The remaining decrease (1.4%)
represented a combination of favorable changes in product mix, selling
prices, and volume related operating costs.
Selling, general and administrative expenses ("SG&A") increased from
7.0% to 7.2% as a percentage of sales for the thirteen weeks ended
January 27, 1995 as compared to the same period in 1994. This increase
resulted primarily from higher variable selling costs, primarily
salesmen's commissions, which were directly related to the increased
sales volume.
Interest expense rose $ 623,000 (25%) from $2,514,000 during the first
thirteen-week period ended in 1994 to $3,137,000 in 1995. This
difference resulted primarily from increases in the prime rate of
interest from 6% as of January 28,1994 to 8.5% as of January 27, 1995
along with corresponding rises in the CD and Libor rates of interest.
These increased interest rates have negatively impacted interest
expense related to the Company's variable rate debt which consists
primarily of factor borrowings and the Company's term loan facility.
These rising interest rates offset decreases in interest expense which
resulted from a $8.8 million reduction of average long-term debt
obligations outstanding in 1995 as compared to the same period in 1994.
7
<PAGE>
During the first quarter of 1995, the Company recorded a $7,987,000
charge related to the discontinuance of its Highland yarn operations
and its Jefferson diaper and cotton greige goods operations. This
charge consisted of a loss on operations of $1,210,000 and a loss on
disposal of assets of $6,777,000. The loss on operations represented
the net of $4,599,000 sales less cost of goods sold of $5,577,000 and
SG&A of $232,000. The loss on disposal of assets consisted primarily of
a writedown of property, plant and equipment ($4.0 million), inventory
($1.5 million), and other accruals related to the shut-down period and
ultimate disposition of assets ($1.3 million).
Financial Condition:
Even though the Company incurred a net loss of $8.9 million during
the first fiscal quarter of 1995, operating activities generated
net cash of $2.3 million. This cash was generated as a result of
the $8.9 million net loss being adjusted to a cash basis for
depreciation and amortization of $2.8 million, the provision for
losses on accounts receivable of $269,000, and the provision for
losses on machinery and equipment of $3.9 million, none of which
required cash, together with a decrease in accounts receivable of
$2.8 million and increases in accounts payable of $3.4 million,
which offset increases in inventories ($1.0 million) and prepaid
and other assets ($1.0 million). Cash flow from operations along
with cash on hand provided funds to repay long-term debt of $2.7
million and net equipment purchases of $467,000.
The Company's business historically exhibits seasonality, primarily
due to temporary plant shutdowns during the Christmas/New Year's
holiday season. As a result, sales have been and were expected to
be lower in the first quarter than in subsequent quarters while
working capital requirements increase in anticipation of second
quarter sales. 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. As of January 27, 1995 the Company had approximately $1.0
million of funds available under its factoring agreements based
upon 90% of eligible accounts receivable. Historically, the
Company's factors have periodically advanced amounts in excess of
the availability provided for in the factoring agreements. In
order to continue this practice subsequent to the end of the first
quarter 1995, the Company
8
<PAGE>
entered into an inventory security agreement with its principal
factor whereby it pledged all the inventory at its Rocky Mount
and Fayetteville facilities. As of January 27, 1995 this inventory
had a book value of $12,906 million.
At January 27, 1995, working capital equaled $6.7 million, a
decrease of $5.5 million from the fiscal year ended October 28,
1994. This decrease in working capital is due primarily to
decreases in cash ($900,000) and accounts receivable ($3.1 million)
and an increase in accounts payable ($3.4 million) which more than
offset increases in inventory ($1.0 million) and prepaid expenses
($1.0 million). The discontinuance of the Highland yarn and
Jefferson greige goods businesses and the resulting charge for the
loss on disposal of assets, represented $2.8 million of the $5.5
million decrease in working capital discussed above.
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 or an alternative
rate based upon LIBOR or CD rates. The remaining balance on the
facility of $25.9 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. On
April 28, 1994, the credit facility was amended to (i) change the
installment payments from a quarterly to monthly basis, (ii) defer the
April quarterly installment payment over the remaining term of the
facility, (iii) amend the covenants described above to make them less
restrictive and (iv) increase the interest rate margin used in
calculating the variable rate of interest on the loan from a base of
1.25% to 2.25% as of April 28, 1994. The amendment further provides for
the applicable interest rate margin to be increased or decreased within
a range of 1.25% to 2.75% based on the ratio of the Company's senior
debt plus factor advances to earnings before interest, taxes,
depreciation and amortization. As of the end of fiscal 1994, the credit
facility was amended again to make the restrictive covenants less
restrictive and bring the Company into compliance with all the covenants
contained in the credit facility. As of January 27, 1995, the credit
facility was further amended to defer the February and March 1995
payments totaling $1.5 million and to make the restrictive covenants
less restrictive and bring the Company into compliance with all the
9
<PAGE>
covenants contained in the credit facility, after giving consideration
to the charge the Company recorded in the first quarter of 1995 from
discontinuance of the its commodity yarn, corduroy, and diaper fabric
operations. The January 27, 1995 amendment provides that, as of the end
of the second quarter of fiscal 1995, the facility covenants will return
to more restrictive levels. The credit facility will require further
amendment or restructuring prior to the end of the second quarter of
1995 in order to prevent a violation of these covenants. Management has
initiated discussions with the Company's lender to restructure the
credit facility.
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 Series C Debentures will be redeemable, in whole or in
part, at the option of the holder or at the option of the Company on
April 1, 1995 and on each April 1 thereafter until maturity at the
principal amount thereof plus accrued interest to the date of
redemption. On March 1, 1995 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.
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 these covenants
from incurring additional indebtedness. The Company
10
<PAGE>
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 was $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).
The Company plans to place into service $4.8 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. Management anticipates that approximately $3.6
million of the $4.8 million of equipment will be placed into service
through operating leases and therefore not reflected in the balance
sheet.
On January 27, 1995, management announced its decision to discontinue
the Company's Highland yarn operations and Jefferson diaper and cotton
greige goods operations. These operations which will be discontinued
on or about March 3, 1995 and April 1, 1995, respectively, will provide
net cash to the Company through the liquidation of accounts receivable
and inventory. In addition, the Company is actively pursuing the sale
of the property, plant and equipment of these discontinued operations
and plans to use any and all cash received from the sale or liquidation
of these assets to repay a portion of the Company's long-term debt.
11
<PAGE>
On February 13, 1995, the Company entered into an agreement to sell
its Marion Fabrics greige goods facility for approximately $10.7
million. The sales price, which includes all property, plant and
equipment and inventory, is subject to an inventory adjustment at
the time of closing, which is anticipated to be on or before March
31, 1995. The sale of Marion, which is subject to certain
conditions including the buyer obtaining debt financing, would
enable the Company to repay long-term debt and factor advances
equal to the sales price above as well as to further reduces its'
factor advances by approximately $8 million as Marion accounts
receivable are liquidated.
During fiscal 1995, the Company will be required to repay $11.5 million
of long term debt obligations and a portion if not all of its $7.1
million of Series C Debentures. As of March 13, 1995, holders of approximately
$4.1 million aggregate principal amount of Series C Debentures
had delivered notices of redemption with respect to such debentures. In
order for a holder's debenture(s) to be redeemed on April 1, 1995, proper
notice must be received from the holder by March 15, 1995.
Management believes cash flows from operations and funds available
under factoring agreements, together with funds from discontinued
operations as discussed above, will provide the Company with sufficient
sources of funds to meet its 1995 cash needs, including approximately
$1.2 million of capital expenditures. The Company is experiencing
improved market conditions and, assuming that market conditions
continue to improve, management expects that operations will improve
and inventory levels will be reduced as compared to the same quarterly
periods in 1994, resulting in increased cash being generated from
operations as well as improved liquidity. In addition, cash from
discontinued operations and the deferral of payments under the
Company's credit facility will improve the Company's cash position and
if, completed, the proposed sale of Marion and any additional
retructuring of the credit facility will further enhance liquidity. If
more Series C Debentures are redeemed than anticipated or operations do
not continue to improve during 1995, the Company may seek amendments to
its factoring agreements to enable the Company to increase its
borrowing ability by pledging additional inventory.
12
<PAGE>
PART II. 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 Form 8-K were filed during the quarter
ended January 27, 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: March 10, 1995 By:S/Dane L. Vincent
Dane L. Vincent
Vice President Finance
and Treasurer
14
<PAGE>
TEXFI INDUSTRIES, INC.
INDEX TO EXHIBITS
*3(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.
*3(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.
*3(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.
*3(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).
*3(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).
*3(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).
*3(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).
*3(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).
*3(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.
1
<PAGE>
*3(b)(1) Bylaws of the Registrant, filed as Exhibit 4.6 to the
Registrant's Form S-8 Registration Statement (No. 33-14697).
*3(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).
*3(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.
*3(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.
*3(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(a)(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(a)(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.
*4(a)(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(a)(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.
2
<PAGE>
*4(b)(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(c)(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(c)(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(c)(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(c)(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(c)(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(d)(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.
*4(d)(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(d)(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(d)(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.
3
<PAGE>
*4(d)(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(d)(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(d)(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(d)(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(d)(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(d)(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(d)(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(d)(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(d)(13) Twelth Amendment to Loan Agreement dated January 27,
1995 between Registrant and NationsBank of North Carolina, N.A.
(formerly NCNB National Bank of North Carolina.)
4
<PAGE>
Management contract or compensatory plan or arrangement (Exhibits
10(a)(1) through 10(a)(25))
*10(a)(1) Supplemental Retirement Agreement dated September 1,
1981 between the Registrant and Joseph H. Hamilton, filed as Exhibit
10(b) to the Registrant's Form 10-K Annual Report for the fiscal year
ended October 30, 1981.
*10(a)(2) 1987 Nonqualified Stock Option Plan, as adopted by the
Registrant's Board of Directors on December 16, 1987 and approved March
8, 1988 at a meeting of the stockholders, filed as Exhibit 4(c)(11) to
the Registrant's Form 10-Q Quarterly Report for the fiscal quarter ended
April 29, 1988.
*10(a)(3) Form of 1987 Nonqualified Stock Option Agreement, filed
as Exhibit 4(c)(12) to the Registrant's Form 10-Q Quarterly Report for
the fiscal quarter ended April 29, 1988.
*10(a)(4) Resolutions amending the 1987 Nonqualified Stock Option
Plan, as adopted by the Registrant's Board of Directors on January 8,
1991 and the Registrant's Stockholders on March 12, 1991, filed as
Exhibit 10(a)(9) to the Registrant's Form 10-K Annual Report for the
fiscal year ended November 1, 1991.
*10(a)(5) Resolutions amending the 1987 Nonqualified Stock Option
Plan, as adopted by the Registrant's Board of Directors on January 12,
1993 and the Registrant's stockholders on March 9, 1993, filed as
Exhibit 19(f) to the Registrant's Form 10-Q Quarterly Report for the
fiscal quarter ended April 30, 1993.
*10(a)(6) Form of 1987 Nonqualified Stock Option Agreement between
L. Terrell Sovey, Jr. and the Registrant, filed as Exhibit 10(a)(12) to
the Registrant's Form 10-K Annual Report for the fiscal year ended
November 2, 1990.
*10(a)(7) Form of 1987 Nonqualified Stock Option Agreement between
Michael A. Miller and the Registrant, filed as Exhibit 10(a)(13) to the
Registrant's Form 10-K Annual Report for the fiscal year ended November
2, 1990.
*10(a)(8) Directors' Deferred Stock Compensation Plan as adopted
by the Registrant's Board of Directors on July 14, 1989, filed as
Exhibit 19 to the Registrant's Form 10-Q Quarterly Report for the fiscal
quarter ended July 28, 1989.
5
<PAGE>
*10(a)(9) Agreement dated March 1, 1989 between the Registrant and
L. Terrell Sovey, Jr., filed as Exhibit 10(a)(20) to the Registrant's
Form S-2 Registration Statement (No. 33-32485).
*10(a)(10) Agreement dated March 1, 1989 between the Registrant and
Michael A. Miller, filed as Exhibit 10(a)(12) to the Registrant's Form
S-2 Registration Statement (No. 33-32485).
*10(a)(11) 1990 Executive Stock Purchase Plan, dated January 9,
1990, filed as Exhibit 4(d)(16) to the Registrant's Form 10-Q Quarterly
Report for the fiscal quarter ended February 2, 1990.
*10(a)(12) Resolutions amending the 1990 Executive Stock Purchase
Plan, as adopted by the Registrant's Board of Directors on March 9,
1993, filed as Exhibit 19(g) to the Registrant's Form 10-Q Quarterly
Report for the quarter ended April 30, 1993.
*10(a)(13) 1990 Restricted Incentive Stock Plan, dated January 9,
1990, filed as Exhibit 4(d)(17) to the Registrant's Form 10-Q Quarterly
Report for the fiscal quarter ended February 2, 1990.
*10(a)(14) Employment Agreement dated November 1, 1991 between the
Registrant and L. Terrell Sovey, Jr., filed as Exhibit 10(a)(21) to the
Registrant's Form 10-K Annual Report for the fiscal year ended
October 30, 1992.
*10(a)(15) Employment Agreement dated August 9, 1991 between the
Registrant and Harold W. Rakes, filed as Exhibit 10(a)(21) to the
Registrant's Form 10-K Annual Report for the fiscal year ended November
1, 1991.
*10(a)(16) Amendment to Employment Agreement dated November 17, 1992
between Registrant and Harold W. Rakes, filed as Exhibit 10(a)(23) to
the Registrant's Form 10-K Annual Report for the fiscal year ended
October 30, 1992.
*10(a)(17) Second Amendment to Employment Agreement dated January 24,
1993 between the Registrant and Harold W. Rakes, filed as Exhibit
19(b)to the Registrant's Form 10-Q Quarterly Report for the fiscal
quarter ended April 30, 1993.
*10(a)(18) Employment Agreement dated October 31, 1991 between the
Registrant and Carroll A. Gibson, filed as Exhibit 10(a)(22) to the
Registrant's Form 10-K Annual Report for the fiscal year ended November
1, 1991.
6
<PAGE>
*10(a)(19) Amendment to Employment Agreement dated November 17, 1992
between Registrant and Carroll A. Gibson, filed as Exhibit 10(a)(25) to
the Registrant's Form 10-K Annual Report for the fiscal year ended
October 30, 1992.
*10(a)(20) Second Amendment to Employment Agreement dated January 29,
1993 between the Registrant and Carroll A. Gibson, filed as Exhibit
19(c) to the Registrant's Form 10-Q Quarterly Report for the fiscal
quarter ended April 30, 1993.
*10(a)(21) Employment Agreement dated November 17, 1992 between the
Registrant and Michael A. Miller, filed as Exhibit 10(a)(26) to the
Registrant's Form 10-K Annual Report for the fiscal year ended October
30, 1992.
*10(a)(22) Amendment to Employment Agreement dated January 29, 1993
between the Registrant and Michael A. Miller, filed as Exhibit 19(d) to
the Registrant's Form 10-Q Quarterly Report for the fiscal quarter ended
April 30, 1993.
*10(a)(23) Employment Agreement dated October 31, 1994 between the
Registrant and Andrew J. Parise, Jr. 10(a)(24) Description of the
Registrant's 1994 Management Incentive Compensation Plan adopted by the
Registrant's Board of Directors on February 15, 1994, filed as Exhibit
10(a)(23) to the Registrant's Form 10-K Annual Report for the year ended
October 28, 1994.
*10(a)(24) Description of the Registrant's 1994 Management Incentive
Compensation Plan adopted by the Registrant's Board of Directors on
February 15, 1994, filed as Exhibit 10(a)(24) to the Registrant's Form
10-K Annual Report for the year ended October 28, 1994.
*10(a)(25) Description of the Registrant's Target Ownership Program
adopted by the Registrant's Board of Directors on February 15, 1994,
filed as Exhibit 10(a)(25) to the Registrant's From 10-K Annual Report
for the year ended October 28, 1994.
*10(b)(1) Term Loan Agreement dated September 15, 1989 between
Elastex, Inc. and BarclaysAmerican/Commercial, Inc., filed as Exhibit
10(e)(3) to the Registrant's Form S-2 Registration Statement (No. 33-
32485).
*10(b)(2) Deed of Trust and Security Agreement dated September 15,
1989 between Elastex, Inc., Eugene M. Anderson, Jr. and
BarclaysAmerican/Commercial, Inc., filed as Exhibit 10(e)(4) to the
Registrant's Form S-2 Registration Statement (No. 33-32485).
7
<PAGE>
*10(b)(3) First Supplement to Deed of Trust dated September 15, 1989
among Elastex, Inc., Eugene M. Anderson, Jr. and BarclaysAmerican
Commercial, Inc., filed as Exhibit 10(e)(5) to the Registrant's Form S-2
Registration Statement (No. 33-32485).
*10(b)(4) Assignment of Leases and Rents dated September 15, 1989 by
Elastex, Inc. in favor of BarclaysAmerican/Commercial, Inc., filed as
Exhibit 10(e)(6) to the Registrant's Form S-2 Registration Statement
(No. 33-32485).
*10(b)(5) Security Agreement (Equipment and Machinery) dated July 24,
1987 by Elastex, Inc. in favor of BarclaysAmerican/ Commercial, Inc.,
filed as Exhibit 10(e)(7) to the Registrant's Form S-2 Registration
Statement (No. 33-32485).
*10(b)(6) Amendment to Security Agreement dated September 15, 1989
between Elastex, Inc. and BarclaysAmerican/Commercial, Inc., filed as
Exhibit 10(e)(8) to the Registrant's Form S-2 Registration Statement
(No. 33-32485).
*10(b)(7) Guaranty by Corporation dated July 24, 1987 to
BarclaysAmerican/ Commercial, Inc. by the Registrant, filed as Exhibit
10(e)(9) to the Registrant's Form S-2 Registration Statement (No.
33-32485).
*10(b)(8) Reaffirmation of Guaranty dated September 15, 1989 by the
Registrant, filed as Exhibit 10(e)(10) to the Registrant's Form S-2
Registration Statement (No. 33-32485).
*10(b)(9) Term Loan Agreement dated October 30, 1992 between the
Registrant and Barclays Commercial Corporation, filed as Exhibit
10(c)(9) to the Registrant's Form 10-K Annual Report for the fiscal year
ended October 30, 1992.
*10(b)(10) Amendment to Term Loan Agreement dated August 25, 1993
between Registrant and Barclays Commercial Corporation, filed as Exhibit
10(c)(10) to the Registrant's Form S-2 Registration Statement (No.
33-66678).
*10(b)(11) Amendment to Term Loan Agreement dated December 29, 1993
between Registrant and Barclays Commercial Corporation, filed as Exhibit
10b)(11) to the Registrant's Form 10-K Annual Report for the fiscal
year ended October 29, 1993.
8
<PAGE>
*10(b)(12) Amendment to Term Loan Agreement dated May 25, 1994 between
Registrant and The CIT Group/BCC, Inc. (formerly Barclays Commercial
Corporation), filed as Exhibit 10(b)(12) to the Registrant's Form 10-Q
Quarterly Report for the fiscal quarter ended April 29, 1994.
*10(b)(13) Amendment to Term Loan Agreement dated October 28, 1994
between Registrant and The CIT Group/BCC, Inc. (formerly Barclays
Commercial Corporation), filed as Exhibit 10(b)(13) to the Registrant's
Form 10-K Annual Report for the fiscal year ended October 28, 1994.
10(b)(14) Amendment to Term Loan Agreement dated January 27, 1995
between Registrant and The CIT Group/BCC, Inc. (formerly Barclays
Commercial Corporation.)
10(b)(15) Inventory Security Agreement dated February 1, 1995 between
Registrant and The CIT Group/Commercial Services, Inc. (formerly
Barclays Commercial Corporation.)
*10(b)(16) Term Loan Agreement (Restated) dated October 30, 1992
between the Registrant and Barclays Commercial Corporation, restating
Term Loan Agreement dated September 15, 1989 between Elastex, Inc. and
BarclaysAmerican/Commercial, Inc., filed as Exhibit 10(c)(10) to the
Registrant's Form 10-K Annual Report for the fiscal year ended October
30, 1992.
*10(b)(17) Amendment to Term Loan Agreement (Restated) dated December
29, 1993 between Registrant and Barclays Commercial Corporation, filed
as Exhibit 10(b)(13) to the Registrant's Form 10-K Annual Report for the
fiscal year ended October 29, 1993.
*10(b)(18) Amendment to Term Loan Agreement (Restated) dated May 25,
1994 between Registrant and The CIT Group/BCC, Inc. (formerly Barclays
Commercial Corporation), filed as Exhibit 10(b)(15) to the Registrant's
Form 10-Q Quarterly Report for the fiscal quarter ended April 29, 1994.
*10(b)(19) Security Agreement dated October 30, 1992 between the
Registrant and Barclays Commercial Corporation, filed as Exhibit
10(c)(11) to the Registrant's Form 10-K Annual Report for the fiscal
year ended October 30, 1992.
*10(b)(20) First Supplement to Deed of Trust and Security Agreement
dated October 30, 1992 between the Registrant and Barclays Commercial
Corporation, filed as Exhibit 10(c)(12) to the Registrant's Form 10-K
Annual Report for the fiscal year ended October 30, 1992.
9
<PAGE>
*10(b)(21) Second Supplement to Deed of Trust and Security Agreement
dated October 30, 1992 between the Registrant and Barclays Commercial
Corporation, filed as Exhibit 10(c)(13) to the Registrant's Form 10-K
Annual Report for the fiscal year ended October 30, 1992.
*10(b)(22) Modification of Deed to secure Debt dated October 30, 1992
between the Registrant and Barclays Commercial Corporation, filed as
Exhibit 10(c)(14) to the Registrant's Form 10-K Annual Report for the
fiscal year ended October 30, 1992.
*10(b)(23) Master Loan and Security Agreement dated June 1, 1993
between the Registrant and BOT Financial Corporation and related
Promissory Note dated June 4, 1993 between the Registrant and BOT
Financial Corporation, filed as Exhibit 19(h) to the Registrant's Form
10-Q Quarterly Report for the fiscal quarter ended April 30, 1993.
*10(b)(24) Loan Schedule No. 2 to Master Loan and Security Agreement
and related Promissory Note and Supplemental Security Agreement dated
July 30, 1993 between the Registrant and BOT Financial Corporation,
filed as Exhibit 10(b)(19) to the Registrant's Form 10-K Annual Report
for the fiscal year ended October 29, 1993.
*10(b)(25) Loan Schedule No. 3 to Master Loan and Security Agreement
and Related Promissory Note and Supplemental Security Agreement dated
October 29, 1993 between the Registrant and BOT Financial Corporation,
filed as Exhibit 10(b)(20) to the Registrant's Form 10-K Annual Report
for the fiscal year ended October 29, 1993.
*10(b)(26) Master Loan and Security Agreement dated June 1, 1993
between the Registrant and KeyCorp. Leasing Ltd. and related Promissory
Note dated June 4, 1993 between the Registrant and KeyCorp. Leasing
Ltd., filed as Exhibit 19(i) to the Registrant's Form 10-Q Quarterly
Report for the fiscal quarter ended April 30, 1993.
10(c)(1) Loan Agreement dated October 29, 1990 and Amendments thereto
between the Registrant and NCNB National Bank of North Carolina,
incorporated by reference as Exhibits 4(d)(1) through 4(d)(13) hereto.
*10(c)(2) Future Advance Deed of Trust and Security Agreement
(Fayetteville, NC, property) dated October 29, 1990 between Registrant
and NCNB National Bank of North Carolina, filed as Exhibit 2(b) to the
Registrant's Form 8-K Current Form dated November 12, 1990.
10
<PAGE>
*10(c)(3) Future Advance Deed of Trust and Security Agreement (Rocky
Mount, NC property) dated October 29, 1990 between Registrant and NCNB
National Bank of North Carolina, filed as Exhibit 2(c) to the
Registrant's Form 8-K Current Form dated November 12, 1990.
*10(c)(4) Amended and Restated Security Agreement dated May 29, 1991
between the Registrant and NCNB National Bank of North Carolina, filed
as Exhibit 10(c)(5) to the Registrant's Form 10-K Annual Report for
the fiscal year ended October 29, 1993.
*10(c)(5) Equipment Security Agreement dated March 28, 1991 between
Marion Fabrics, Inc. and NCNB National Bank of North Carolina, filed as
Exhibit 10(c)(6) to the Registrant's Form 10-K Annual Report for the
fiscal year ended October 29, 1993.
*10(c)(6) Equipment Security Agreement dated March 28, 1991 between
Highland Yarn Mills, Inc. and NCNB National Bank of North Carolina,
filed as Exhibit 10(c)(7) to the Registrant's Form 10-K Annual Report
for the fiscal year ended October 29, 1993.
*10(d)(1) Stock and Option Purchase Agreement dated May 24, 1994
between Registrant and Chadbourne Corporation, filed as Exhibit 10(d)(1)
to the Registrant's Form 10-Q Quarterly Report for the fiscal quarter
ended April 29, 1994.
11 Computation of Earnings Per Share
__________________________________
*Incorporated by reference to previous filing.
11
<PAGE>
TWELFTH AMENDMENT TO LOAN AGREEMENT
THIS TWELFTH AMENDMENT TO LOAN AGREEMENT, dated as of January 27,
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,
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, and by an Eleventh Amendment to Loan Agreement,
dated as of October 28, 1994, (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
<PAGE>
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, 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 the repayment schedule for the principal of
the Terms Loans and to revise certain financial covenants
contained in Article IX of 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
The Loan Agreement is hereby amended as follows:
1.1 Repayment of Term Loan. Section 2.3(c) of the Loan
Agreement is hereby amendedby deleting it in its entirety and substituting
the following therefor:
2.3 Repayment of Term Loans. (a) Subject to Section 2.5
below and in accordance with Section 4.15, the aggregate
principal amount of the Term Loans shall be due and payable and
shall be repaid by the Borrower in monthly installments as
follows commencing with February 28, 1995:
Payment Date Payment
February 28, 1995 $ 0
March 31, 1995 $ 0
April 30, 1995 $ 750,000
May 31, 1995 $ 750,000
June 30, 1995 $ 750,000
July 31, 1995 $ 750,000
August 31, 1995 $ 750,000
September 30, 1995 $ 750,000
October 31, 1995 $ 750,000
November 30, 1995 $ 750,000
December 31, 1995 $ 750,000
January 31, 1996 $ 750,000
-2-
<PAGE>
February 28, 1996 $ 750,000
March 31, 1996 $ 750,000
April 30, 1996 $ 750,000
May 31, 1996 $ 750,000
June 30, 1996 $ 750,000
July 31, 1996 $ 750,000
August 31, 1996 $ 750,000
September 30, 1996 $ 750,000
October 31, 1996 $ 750,000
November 30, 1996 $ 750,000
December 31, 1996 $ 750,000
January 31, 1997 $ 800,000
February 28, 1997 $ 800,000
March 31, 1997 $ 800,000
April 30, 1997 $ 800,000
May 31, 1997 $ 800,000
June 30, 1997 $ 800,000
July 31, 1997 $ 800,000
August 31, 1997 $ 800,000
September 30, 1997 $ 800,000
October 31, 1997 $2,898,436
1.2 Revised Covenants. Section IX of the Loan Agreement is
amended by deleting subparagraphs 9.9, 9.13 and 9.14 in their
entirety and substituting the following new subparagraphs therefor:
9.9 Net Worth. Permit Tangible Net Worth to be less than
(i) $9,400,000 at any time from and after October 28, 1994 until
and including the day preceding the end of the second quarter of
the Borrower's 1995 fiscal year, and (ii) $18,000,000 any time
thereafter, plus an annual increase of the greater of (a)
$2,000,000 or (b) 50% of the Borrower's Net Income, on a
consolidated basis, for the immediately preceding fiscal year.
9.13 Working Capital. Permit Working Capital at the end of
any fiscal quarter of the Borrower to be less than (i) $6,660,000
from and after the end of the Borrower's 1994 fiscal year until
and including the day preceding the end of the second quarter of
the Borrower's 1995 fiscal year; and (ii) $11,000,000 thereafter.
9.14 Current Ratio. Permit the ratio of Current Assets
(including factor receivables) to the sum of Current Liabilities
and Factor Advances (to the extent not already included in
Current Liabilities) at the end of any fiscal quarter of the
Borrower to be less than: (i) 1.07 to 1.00 from and after the end
of the Borrower's 1994 fiscal year until and including the day
preceding the end of the second quarter of the Borrower's 1995
fiscal year, and (ii) 1.15 to 1.00 thereafter.
-3-
<PAGE>
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 Expenses. The Borrower agrees to pay 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 Lender'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
Agreement.
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:
Dane L. Vincent
ATTEST: Vice President Finance and
Treasurer
Assistant Secretary
[SIGNATURES CONTINUED ON NEXT PAGE]
-4-
<PAGE>
NATIONSBANK, N.A. (CAROLINAS),
as Agent
By:
Title:
AMENDMENT TO TERM LOAN AGREEMENT
THIS AMENDMENT TO TERM LOAN AGREEMENT made as of the 27th day of January,
1995, to that Term Loan Agreement (the "Agreement") dated October 30, 1992,
by and between TEXFI INDUSTRIES, INC., a Delware Corporation (herein called
"Borrower"), and THE CIT GROUP/BCC, INC. (formerly known as "Barclays
Commercial Corporation") (hereafter called the "Lender") is effective
as of January 27, 1995. The Agreement is hereby amended as follows:
1. Paragraph 7.1 of the Agreement is hereby deleted in its entirety and
the following paragraph is substituted therefor:
7.1 Net Worth. Permit Tangible Net Worth to be less than (i) $9,400,000
at any time from and after October 28, 1994 until and including the day
preceding the end of the second quarter of the Borrower's 1995 fiscal
year, and (ii) $18,000,000 any time thereafter, plus an annual increase
of the greater of (a) $2,000,000 or (b) 50% of the Borrower's Net Income,
on a consolidated basis, for the immediately preceding fiscal year.
2. 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 at the and of any fiscal
quarter of the Borrower to be less than (i) $6,660,000 from and after
the end of the Borrower's 1994 fiscal year until and including the day
preceding the end of the second quarter of the Borrower's 1995 fiscal year;
and (ii) $11,000,000 thereafter.
IN WITNESS WHEREOF, Borrower and the Lender have caused this Amendment
to Term Loan Agreement to be duly executed by their duly authorized officers,
all as of the day and year first above written.
ATTEST: TEXFI INDUSTRIES, INC.
By:
Assistant Secretary Dale L. Vincent
Vice President Finance and
Treasurer
[CORPORATE SEAL]
ATTEST: THE CIT GROUP/BCC, INC.
By:
Assistant Secretary Its:
[CORPORATE SEAL]
February 1, 1995
Texfi Industries, Inc.
5400 Glenwood Avenue
Raleigh, North Carolina 27612
INVENTORY SECURITY AGREEMENT
Gentlemen:
1. As security for the prompt payment in full of all loans and
advances made and to be made to you from time to time by us, in
conjunction with the factoring or accounts receivable financing
agreement between us, as amended from time to time (herein the
"Agreement"), as well as to secure the payment in full of the other
Obligations (hereinafter defined), you hereby pledge and grant to us a
continuing general lien upon and security interest in (herein "Security
Interest") the following described "Collateral":
All present and hereafter acquired merchandise, inventory and
goods, manufactured or produced or designated for manufacture or
production, by our division, Texfi Blends, or under our tradestyle,
Texfi Blends; and all additions, substitutions and replacements thereof,
wherever located, together with all goods and materials used or usable
in manufacturing, processing, packaging or shipping same; in all stages
of production -- from raw materials through work-in-process to finished
goods -- and all proceeds of whatever sort.
2. This agreement is being executed by you to induce us to make
loans or advances to you or otherwise to extend credit or financial
accommodations to you, or to induce us to enter into or continue a
factoring or financing arrangement with you, and is executed in
consideration of our doing or having done any of the foregoing. You
agree that any of the foregoing shall be done or extended by us in our
sole discretion, and shall be deemed to have been done or extended by us
in consideration of and in reliance upon the execution of this
agreement, but that nothing herein shall obligate us to do any of the
foregoing.
3. The amount of the loans and advances made or to be made by us
to you, and the period of time during which they are to remain
outstanding shall at all times be in our sole discretion. The ratio of
Collateral to such loans and advances and to the other Obligations
referred to herein must be satisfactory to us at all times, and the
valuation of the Collateral is to be determined exclusively by us. We
are to be at liberty, from time to time, without responsibility or
liability to you, to revise any limit placed by us on loans and advances
or other Obligations.
1
<PAGE>
4. In addition to the loans and advances made or to be made by us
to you or to others for your account, "Obligations" shall include any
and all indebtedness which may at any time be owing by you to us
howsoever arising. Obligations shall include, without limitation, all
indebtedness whether now in existence or incurred by you from time to
time hereafter; whether secured by pledge, lien upon or security
interest in any of your assets or property other than the Collateral
herein described, or by pledge, lien upon or security interest in the
assets or property of any other person, firm, entity or corporation
(herein "person"); whether such indebtedness is absolute or contingent,
joint or several, matured or unmatured, direct or indirect and whether
you are liable to us for such indebtedness as principal, surety,
endorser, guarantor or otherwise. Obligations shall also include,
without limitation, your liability to us for any balances owing in any
account maintained on our books under the Agreement or under any other
agreement or arrangement now or hereafter entered into between us;
indebtedness for goods or services purchased by you from any concern
whose accounts receivable are factored or financed by us; your liability
to us as maker or endorser on any promissory note or other instrument
for the payment of money; your liability to us under any instrument of
guaranty or indemnity, or arising under any guaranty, endorsement or
undertaking which we may make or issue to others for your account,
including any accommodation extended with respect to applications for
letters of credit, our acceptance of drafts or our endorsement of notes
or other instruments for your account and benefit. Obligations shall
also include, without limitation, all interest, commissions, financing
and service charges, and expenses and fees chargeable to and due from
you under this agreement, the Agreement or any other agreement or
arrangement which may be now or hereafter entered into between us.
5. The Security Interest in the Collateral, unless expressly
limited by the provisions of paragraph 1 above, shall extend and attach
to:
(a) The entire Collateral which is presently in existence and
which is owned by you or in which you have any interest, and all
Collateral which you may purchase or in which you may acquire any
interest at any time and from time to time in the future, whether such
Collateral is in transit or in your or our constructive, actual or
exclusive occupancy or possession or otherwise, or is held by you or
others for your account; and
(b) The entire Collateral wherever located, including without
limitation, all Collateral which may be located on your premises, or
upon the premises of any carriers, forwarding agents, truckers,
warehousemen, vendors, selling agents, finishers, converters,
processors, or other third persons who may have possession of the
Collateral; and
(c) The entire Collateral and any portion thereof which may be
returned, rejected, reclaimed or repossessed by either of us from your
customers, as well as to all supplies, goods, incidentals, packaging
materials, and any other items which contribute to the finished goods or
products manufactured or processed by you, or to the sale, promotion or
shipment thereof.
2
<PAGE>
6. You agree to safeguard, protect and hold all Collateral for our
account and make no disposition thereof except in the regular course of
your business as herein provided. Until we have given you notice to the
contrary, any Collateral which we may from time to time permit to remain
in your or another person's possession or control, may be sold and
shipped by you to your customers in the ordinary course of your
business, on open account and on terms not exceeding the terms currently
being extended by you to your customers, provided that all proceeds of
all sales (including cash, accounts receivable, checks, notes,
instruments for the payment of money and similar proceeds) are forthwith
transferred, assigned, endorsed, and turned over and delivered to us in
accordance with the provisions of the Agreement. We shall have the
right to withdraw this permission at any time, in which event no further
disposition shall be made of the Collateral without our prior written
approval. Invoices covering sales of Collateral are to be assigned to
us in accordance with the provisions of the Agreement, and the proceeds
thereof (if collected by you) are to be turned over to us in accordance
with the provisions of the Agreement. Cash sales of the Collateral, or
sales in which a lien upon or security interest in the Collateral is
retained by you shall only be made by you with our written approval, and
all proceeds of such sales shall not be commingled with your other
property, but shall be segregated, held by you in trust for us as our
exclusive property, and shall be delivered immediately by you to us in
the identical form received by you. Upon the sale, exchange, or other
disposition of the Collateral, as herein provided, the Security Interest
provided for herein shall without break in continuity and without
further formality or act, continue in, and attach to, all proceeds,
including any instruments for the payment of money, accounts receivable,
contract rights, documents of title, shipping documents, chattel paper
and all other cash and non-cash proceeds of such sale, exchange or
disposition. As to any such sale, exchange or other disposition, we
shall have all of the rights of an unpaid seller, including stopping in
transit, replevin, rescission and reclamation.
7. You hereby warrant and represent that you are solvent; that
this Security Interest constitutes and shall at all times constitute a
first and only lien on the Collateral; that you are, or will be at the
time additional Collateral is acquired by you, the absolute owner of the
Collateral with full right to pledge, sell, consign, transfer and create
a Security Interest therein, free and clear of any and all claims or
liens in favor of others; that you will at your expense forever warrant
and, at our request, defend the same from any and all claims and demands
of any other person; and that you will not grant, create or permit to
exist, any lien upon or security interest in the Collateral, or any
proceeds, in favor of any other person.
3
<PAGE>
8. You agree to maintain
books and records pertaining to the Collateral in such detail, form and
scope as we shall require. You agree that we or our agents may enter
upon your premises at any time, and from time to time for the purpose of
inspecting the Collateral and any and all records pertaining thereto.
All such Collateral will be kept at Texfi Industries, Inc., d/b/a
Texfi-Blends, 400 English Road, Rocky Mount, North Carolina 27804, Texfi
Industries, Inc., d/b/a Texfi-Blends, 601 Hoffer Drive, Fayetteville,
North Carolina 28601, Warehouse, #1 Richard Drive, Rocky Mount, North
Carolina 27804 (owned by D.W. Wilson Warehousing, P.O. Box 7233, Rocky
Mount, North Carolina 27804), E. B. Grain Warehouse, Inc. (Contact
Person: Mike Everette, Hwy. 301 N. Battleboro, North Carolina 27809),
Hwy. 301 N., Battleboro, North Carolina 27809. You agree to notify us
promptly of any change in your name, mailing address, principal place of
business or the location of the Collateral; but your lien and security
interest will be maintained despite the location of the Collateral. You
are also to advise us promptly, in sufficient detail, of any substantial
change relating to the type, quantity or quality of the Collateral, or
any event which would have a material effect on the value of the
Collateral or on the Security Interest granted to us herein.
9. You agree to: execute and deliver to us, from time to time,
solely for our convenience in maintaining a record of the Collateral,
such consignments or separate written statements as we may require,
designating, identifying or describing the Collateral pledged to us
hereunder. Your failure, however, to promptly give us such
consignments, or other statements shall not affect, diminish, modify or
otherwise limit our Security Interest in the Collateral.
10. You agree to comply with the requirements of all state and
federal laws in order to grant to us a valid and perfected first
Security Interest in the Collateral. We are hereby authorized by you to
file any financing statements covering the Collateral whether or not
your signature appears thereon. You agree to do whatever we may
request, from time to time, by way of; leasing warehouses; filing
notices of lien, financing statements, amendments, renewals and
continuations thereof; cooperating with our custodians; keeping stock
records; transferring Collateral to our possession; obtaining waivers
from landlords and mortgagees; and performing such further acts as we
may require in order to effect the purposes of this agreement.
11. You agree to maintain insurance on the Collateral under such
policies of insurance, with such insurance companies, in such amounts
and covering such risks as are at all times satisfactory to us. All
policies covering the Collateral are to be made payable to us, in case
of loss, under a standard non-contributory "mortgagee", "lender" or
"secured party" clause and are to contain such other provisions as we
may require to fully protect our interest in the Collateral and to any
payments to be made under such policies. All
4
<PAGE>
original policies are to
be delivered to us, premium prepaid, with the loss payable endorsement
in our favor, and shall provide for not less than ten days prior written
notice to us of the exercise of any right of cancellation. At your
request, or if you fail to maintain such insurance, we shall arrange for
such insurance, but at your expense and without any responsibility on
our part for: obtaining the insurance, the solvency of the insurance
companies, the adequacy of the coverage, or the collection of claims.
Unless we shall otherwise agree with you in writing, we shall have the
sole right, in our name or yours, to file claims under any insurance
policies, to receive, receipt and give acquittance for any payments that
may be payable thereunder, and to execute any and all endorsements,
receipts, releases, assignments, reassignments or other documents that
may be necessary to effect the collection, compromise or settlement of
any claims under any such insurance policies.
12. You agree to pay, when due, all taxes, assessments, claims and
other charges (herein "taxes") lawfully levied or assessed upon the
Collateral and if such taxes remain unpaid after the date fixed for the
payment thereof, or if any lien shall be claimed thereunder which in our
opinion might create a valid obligation having priority over the rights
granted to us herein, we may, without notice to you, but on your behalf,
pay such taxes, and the amount thereof shall be an Obligation secured
hereby and due to us on demand. Any and all fees, costs and expenses,
of whatever kind and nature, (including any taxes, attorneys' fees or
costs for insurance of any kind), which we may incur in filing public
notices; in preparing or filing documents, making title examinations or
rendering opinions; in protecting, maintaining, or preserving the
Collateral; in enforcing or foreclosing the Security Interest hereunder,
whether through judicial procedures or otherwise; or in defending or
prosecuting any actions or proceedings arising out of or related to our
transactions with you under this arrangement, shall be borne and paid by
you. If same are not promptly paid by you, we may pay same on your
behalf, and the amount thereof shall be an Obligation secured hereby and
due to us on demand.
13. You agree to comply with all acts, rules, regulations, and
orders of any legislative, administrative or judicial body or official,
applicable to the Collateral or any part thereof, or to the operation of
your business; provided that you may contest any acts, rules,
regulations, orders and directions of such bodies or officials in any
reasonable manner which will not, in our opinion, adversely affect our
rights or priority in the Collateral hereunder.
14. On a breach by you of any of the terms or provisions of this
agreement, the Agreement or any other agreement or arrangement now or
hereafter entered into between us; or on the effective date of a
termination of the Agreement; or on the nonpayment when due of any
Obligation owing to us, whether or not the Agreement shall continue; or
upon your committing an act of bankruptcy, making a general assignment
for the benefit of creditors; or there is filed by or against you a
petition in bankruptcy or for the
5
<PAGE>
appointment of a receiver; or there
is commenced under any bankruptcy or insolvency law, any proceeding for
your relief or for the composition, extension, arrangement or adjustment
of any of your obligations; or your business is discontinued as a going
concern; then we shall have the right, with or without notice to you, to
foreclose the Security Interest created herein by any available judicial
procedure, or to take possession of the Collateral without judicial
process, and to enter any premises where the Collateral may be located
for the purpose of taking possession of or removing the Collateral. We
shall have the right without notice or advertisement, to sell, lease, or
otherwise dispose of all or any part of the Collateral, whether in its
then condition or after further preparation or processing, in your name
or in ours, or in the name of such party as we may designate, either
at public or private sale or at any broker's board, in lots or in bulk,
for cash or for credit, with or without warranties or representations,
and upon such other terms and conditions as we in our sole discretion
may deem advisable, and we shall have the right to purchase at any such
sale. If notice of intended disposition of any said Collateral is
required by law, five (5) days notice shall constitute reasonable
notification. If any Collateral shall require maintenance, preparation,
or is in process or other unfinished state, we shall have the right, at
our option, to do such preparation, processing or completion of
manufacturing, for the purpose of putting the Collateral in such
saleable form as we shall deem appropriate. You agree, at our request,
to assemble the Collateral and to make it available to us at places
which we shall select, whether at your premises or elsewhere, and to
make available to us your premises and facilities for the purpose of our
taking possession of, removing or putting the Collateral in saleable
form. The proceeds of any such sale, lease or other disposition of the
Collateral shall be applied first, to the expenses of retaking, holding,
storing, processing, preparing for sale, selling, and the like, and then
to the satisfaction of your Obligations to us, application as to
particular Obligations or as to principal or interest to be in our sole
discretion. You shall be liable to us for, and shall pay to us on
demand, any deficiency which may remain after such sale, lease or other
disposition, and we in turn agree to remit to you, or your successors or
assigns, any surplus resulting therefrom. The enumeration of the
foregoing rights is not intended to be exhaustive and the exercise of
any right shall not preclude the exercise of any other rights, all of
which shall be cumulative.
15. The rights and Security Interest granted to us hereunder are to
continue in full force and effect, notwithstanding the termination of
the Agreement or the fact that the principal account maintained in your
name on our books may from time to time be temporarily in a credit
position, until the final payment to us in full of all Obligations due
to us by you. Our delay, or omission to exercise any right hereunder,
shall not be deemed a waiver thereof, or be deemed a waiver of any other
right, unless such waiver be in writing and signed by us. A waiver on
any one occasion shall not be construed as a bar to or waiver of any
right or remedy on any future occasion.
6
<PAGE>
16. To the extent that your
Obligations are now or hereafter secured by any assets or property other
than the Collateral, or by the guarantee, endorsement, assets or
property of any other person, then we shall have the right in our sole
discretion to determine which rights, security, liens, security
interests or remedies we shall at any time pursue, foreclose upon,
relinquish, subordinate, modify or take any other action with respect
to, without in any way modifying or affecting any of them, or of any of
our rights hereunder.
17. This agreement, which is subject to modification only in
writing signed by us, is supplementary to and is to be considered as
part of the Agreement. No course of dealing between us shall change or
modify this agreement. The validity, interpretation and enforcement of
this agreement shall be governed by the laws of the State of North
Carolina.
18. If the foregoing is in accordance with your understanding,
please so indicate by signing and returning to us the original and one
copy of this agreement. The agreement shall take effect as of the date
set forth above, after being accepted below by one of our officers in
North Carolina State, after which, we shall forward a copy to you with
signatures completed for your files.
Very truly yours,
THE CIT GROUP/COMMERCIAL SERVICES, INC.
By: ______________________________________
Name: _________________________________
Title: __________________________________
Read and Agreed to:
TEXFI INDUSTRIES, INC.
By: Dale L. Vincent
_________________________
Name: Dale L. Vincent
_______________________
Title: V P Finance
________________________
Accepted at Charlotte, North Carolina, this the
____ day of ________________, 1995.
THE CIT GROUP/COMMERCIAL SERVICES, INC.
By: ________________________________
Name: ___________________________
Title: ____________________________
7
<PAGE>
EXHIBIT 11
TEXFI INDUSTRIES, INC.
COMPUTATION OF EARNINGS PER SHARE
Thirteen Weeks Ended
January 27, January 28,
1995 1994
NUMBER OF SHARES OF COMMON STOCK OUTSTANDING:
Balance at beginning of period ................. 8,652,621 7,696,416
Restricted Stock Forfeitures.................... (2,000) --
Balance at end of period ..................... 8,650,621 7,696,416
PRIMARY:
Net loss from continuing operations............. $ (947,000) $(2,854,000)
Net loss from discontinued operations........... (7,987,000) (701,000)
Net loss applicable to common
stockholders ................................. $(8,934,000) $(3,555,000
Weighted average number of shares outstanding:
Common stock outstanding for the period
based on a daily weighted average ........... 8,652,599 7,696,416
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 ............... 8,652,599 7,696,416
Per common share amounts:
Net loss from continuing operations......... $ (.11) $(.37)
Net loss from discontinued operations....... (.92) (.09)
Net loss.................................. $(1.03) $(.46)
FULLY DILUTED:
Net loss from continuing operations............. $ (947,000) $(2,854,000)
Net loss from discontinued operations........... (7,987,000) (701,000)
Net loss applicable to common
stockholders ................................. $(8,934,000) $(3,555,000
Weighted average number of shares outstanding:
Common stock outstanding for the period based
on a daily weighted average .................. 8,652,599 7,696,416
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 ..................... -- --
8,652,599 7,696,416
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 .................... 8,652,599 7,696,416
Per common share amounts:
Excluding convertible debenture shares:
Net loss from continuing operations......... $ (.11) $(.37)
Net loss from discontinued operations....... (.92) (.09)
Net loss.................................. $(1.03) $(.46)
Including Convertible Debenture Shares:
Net loss from continuing operations......... $ (.11) $(.37)
Net loss from discontinued operations....... (.92) (.09)
Net loss.................................. $(1.03) $(.46)
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000097579
<NAME> TEXFI INDUSTRIES, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> NOV-03-1995
<PERIOD-START> OCT-29-1994
<PERIOD-END> JAN-27-1995
<CASH> 564
<SECURITIES> 0
<RECEIVABLES> 9,023
<ALLOWANCES> (1,773)
<INVENTORY> 43,124
<CURRENT-ASSETS> 54,230
<PP&E> 134,777
<DEPRECIATION> (64,647)
<TOTAL-ASSETS> 128,975
<CURRENT-LIABILITIES> 47,567
<BONDS> 45,127
<COMMON> 33,738
0
0
<OTHER-SE> (21,503)
<TOTAL-LIABILITY-AND-EQUITY> 128,975
<SALES> 63,247
<TOTAL-REVENUES> 63,247
<CGS> 56,537
<TOTAL-COSTS> 61,067
<OTHER-EXPENSES> 3,127
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,137
<INCOME-PRETAX> (947)
<INCOME-TAX> 0
<INCOME-CONTINUING> (947)
<DISCONTINUED> (7,987)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,934)
<EPS-PRIMARY> (1.03)
<EPS-DILUTED> (1.03)
</TABLE>
