THOMASTON MILLS INC
10-Q, 1995-02-14
BROADWOVEN FABRIC MILLS, COTTON
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<PAGE>   1





                      SECURITIES AND EXCHANGE COMMISSION

                               WASHINGTON, D.C.
                                    20549

                                  FORM 10-Q

                 QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
                    OF THE SECURITIES EXCHANGE ACT OF 1934



For Quarter Ended December 31, 1994              Commission File No. 0-1915



                            THOMASTON MILLS, INC.
- - --------------------------------------------------------------------------------

               GEORGIA                                 58-0460470
  ------------------------------------   ------------------------------------
   (State or other jurisdiction of)      (I.R.S. Employer Identification No.)


         115 East Main Street, P.O. Box 311, Thomaston, Georgia 30286
- - --------------------------------------------------------------------------------
           (Address of principal executive offices)     (Zip Code)


Registrant's telephone number, including area code (706) 647-7131.


Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the close of the period covered by this report.

Class A     Common Stock $1 Par Value - 5,620,518 Shares including
            721,688 Treasury Shares

Class B     Common Stock $1 Par Value - 1,873,506 Shares including
            243,140 Treasury Shares

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 for the past 90 days.


Yes   X     No 
     ---       ---

                                 Page 1 of 10

<PAGE>   2


                                    INDEX
                     THOMASTON MILLS, INC. AND SUBSIDIARY



PART 1.     FINANCIAL INFORMATION

Item 1.     Financial Statements (Unaudited)

            Condensed consolidated balance sheets -- December 31, 1994
            and July 2, 1994.

            Condensed consolidated statements of income -- three months
            ended December 31, 1994 and three months ended January 1, 1994;
            and six months ended December 31, 1994 and six months ended
            January 1, 1994.

            Condensed consolidated statements of changes in cash flows --
            six months ended December 31, 1994 and six months ended
            January 1, 1994.

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



PART II.    OTHER INFORMATION

Item 1.     Legal Proceedings

Item 2.     Changes in Securities

Item 3.     Defaults upon Senior Securities

Item 4.     Submission of Matters to vote of Security Holders

Item 5.     Other information

Item 6.     Exhibits and Reports on Form 8-K



SIGNATURES



                                  Page 2 of 10



<PAGE>   3

PART 1 -    FINANCIAL INFORMATION

THOMASTON MILLS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                    ($000 omitted)
                                           DEC. 31, 1994         JULY 02, 1994
                                           -------------         -------------
<S>                                       <C>                    <C>
ASSETS                                                                        
                                                                              
CURRENT ASSETS                                                                
  Cash & cash equivalents                 $       1,767          $       1,110
  Accounts receivable, less allowance                                         
    of $415,000 at both dates                    40,587                 56,157
  Inventories--Note B                            39,384                 36,502
  Prepaid expenses                                1,042                    914
                                           ------------          -------------
      TOTAL CURRENT ASSETS                       82,780                 94,683
                                                                              
PROPERTY, PLANT AND EQUIPMENT                   213,592                206,632
  Less allowances for depreciation              129,788                122,632
                                           ------------          -------------
                                                 83,804                 84,000
OTHER ASSETS                                        590                    649
                                           ------------          -------------
                                          $     167,174          $     179,332
                                           ============          =============
LIABILITIES AND SHAREHOLDERS' EQUITY                                          
CURRENT LIABILITIES                                                           
  Accounts payable                        $       8,518          $      12,567
  Accrued liabilities                             4,783                  5,868
  Federal and State income taxes                     80                  1,760
  Current portion capital lease 
    obligations                                     416                    416
  Current portion of long term debt               1,806                  1,807
                                           ------------          -------------
      TOTAL CURRENT LIABILITIES           $      15,603          $      22,418
                                                                              
OBLIGATIONS UNDER CAPITAL LEASE-                                              
  LESS CURRENT PORTION                            1,561                  1,752
                                                                              
LONG TERM DEBT                                   35,004                 39,495
                                                                              
DEFERRED INCOME TAXES                             6,571                  6,571
                                                                              
OTHER LIABILITIES                                   103                     68
                                                                              
SHAREHOLDERS' EQUITY                                                          
  Class A Common Stock--5,620,518 shares                                      
    outstanding including 721,688 treasury 
    shares                                        5,621                  5,621
  Class B Common Stock--1,873,506 shares                                      
    outstanding including 243,140 treasury 
    shares                                        1,874                  1,874
  Additional paid-in-capital                      8,824                  8,807
                                           
  Retained earnings                              97,495                 97,861
                                           ------------           ------------
                                                113,814                114,163
                                                                              
Less treasury stock - at cost                     5,482                  5,135
                                           ------------           ------------
                                                108,332                109,028
                                           ------------           ------------
                                          $     167,174          $     179,332
                                           ============           ============
</TABLE>                                             


NOTE:  The Balance Sheet at July 2, 1994 has been
derived from the Audited Financial Statements at that
date.  See Note to Condensed Financial Statements.

                                  Page 3 of 10





<PAGE>   4


                      THOMASTON MILLS, INC. AND SUBSIDIARY
            CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

<TABLE>
<CAPTION>
                                       THREE MONTHS    THREE MONTHS      SIX MONTHS        SIX MONTHS
                                          ENDED            ENDED            ENDED            ENDED
                                      DEC. 31, 1994    JAN. 01, 1994    DEC. 31, 1994    JAN. 01, 1994
                                      -------------    -------------    -------------    -------------
<S>                                 <C>             <C>              <C>               <C>
Net Sales                           $   67,050,535  $   61,675,173   $  135,606,282    $  127,278,077
Cost of Sales                           61,627,954      53,516,649      124,176,357       109,971,724
                                     -------------   -------------    -------------     -------------
                                         5,422,581       8,158,524       11,429,925        17,306,353

Selling, administration
  and general expenses                   4,645,191       4,488,187        9,310,022         8,944,027
                                     -------------   -------------    -------------     -------------
                                           777,390       3,670,337        2,119,903         8,362,326

Other income                               108,469         146,369          225,371           265,737
                                     -------------   -------------    -------------     -------------
                                           885,859       3,816,706        2,345,274         8,628,063

Interest expense                           726,147         365,186        1,448,948           810,804
                                     -------------   -------------    -------------     -------------

Income before
  income taxes                             159,712       3,451,520          896,326         7,817,259

Provision for income taxes                  61,648       1,346,093          345,981         3,190,754
                                     -------------   -------------    -------------     -------------

Net income                          $       98,064  $    2,105,427   $      550,345    $    4,626,505
                                     =============   =============    =============     =============



  Average Number of Shares               6,499,258       6,577,181        6,534,293         6,578,715

Data Per Share:

  Net income                        $        0.020  $        0.320   $        0.080    $        0.700

  Dividends paid                    $        0.070  $        0.065   $        0.140    $        0.130
                                     =============   =============    =============     =============

</TABLE>




                                  Page 4 of 10





<PAGE>   5



<TABLE>
<CAPTION>
                                                          SIX MONTHS ENDED            SIX MONTHS ENDED
                                                         DECEMBER 31, 1994            JANUARY 01, 1994
                                                         -----------------            ----------------
<S>                                                     <C>                        <C>
OPERATING ACTIVITIES
Net Income                                              $        550,345           $      4,626,505
Adjustments to reconcile net income
  to net cash provided by operating
  activities:
    Depreciation and amoritzation                              7,595,213                  6,414,125
    Loss (Gain) on sale of property, plant
    and equipment                                                (22,875)                  (110,056)
Provision for deferred income taxes                                    0                    148,717
Changes in operating assets and
  liabilities:
    Accounts receivable                                       15,570,810                 10,337,872
    Inventories                                               (2,882,354)                (2,624,639)
    Other assets                                                 (68,518)                  (444,816)
    Accounts payable and Accrued expenses                     (6,781,168)                (3,949,569)
                                                         ---------------             -------------- 

    NET CASH PROVIDED BY
    OPERATING ACTIVITIES                                      13,961,453                 14,398,139

INVESTING ACTIVITIES
Purchases of property, plant and equipment                    (7,470,999)               (14,690,590)
Proceeds from sales of property, plant
  and equipment                                                   94,259                    113,550
                                                         ---------------             --------------

    NET CASH USED IN INVESTING
    ACTIVITIES                                                (7,376,740)               (14,577,040)

FINANCING ACTIVITIES
Proceeds from revolving lines of credit
  and long-term debt                                           5,000,000                  3,000,000
Principal payments on revolving lines of credit,
  long-term debt and capital lease obligations                (9,681,646)                (2,595,208)
Purchase of Treasury Stock                                      (391,875)                         0
Exercise of stock options                                         61,000                     30,500
Cash dividends paid                                             (915,208)                  (850,029)
                                                         ---------------              ------------- 

    NET CASH USED IN FINANCING ACTIVITIES
    FINANCING ACTIVITIES                                      (5,927,729)                  (414,737)
                                                         ---------------              ------------- 

    INCREASE IN CASH AND
    CASH EQUIVALENT                                              656,984                   (593,638)

Cash and cash equivalents at beginning
  of period                                                    1,109,975                  1,369,545
                                                         ---------------              -------------
Cash and cash equivalents at end
  of period                                             $      1,766,959             $      775,907
                                                         ===============              =============
</TABLE>





                                  Page 5 of 10





<PAGE>   6


THOMASTON MILLS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

DECEMBER 31, 1994

NOTE A -- BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Rule
10-01 of Regulation S-X.  Accordingly, they do no include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.  In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included.  Operating results for the three month
period ended December 31, 1994, are not necessarily indicative of the results
that may be expected for the year ended July 1, 1995.  Certain Fiscal 1994
balances have been reclassified to conform with the Fiscal1995 classifications.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's annual report for the year ended
July 2, 1994.

NOTE B -- INVENTORIES

The components of inventory consist of the following:

<TABLE>
<CAPTION>
                                December 31, 1994                July 02, 1994
                                -----------------                -------------
  <S>                          <C>                              <C>
  Raw materials                $            6,365               $        7,946
  Work in process                          15,239                       17,497
  Finished products                        17,780                       11,059
                                -----------------                -------------
                               $           39,384               $       36,502

</TABLE>

Note:    Through July 2, 1994 the Company accounted for the cotton, polyester,
labor and overhead components of raw materials, work in process and finished
goods at the lower of cost, determined under the LIFO method of accounting, or
market.  Purchased cloth and yarn and certain supplies inventories were
accounted for at the lower of cost, determined under the FIFO method of
accounting, or market.  In the first quarter of 1995, the Company changed to
the LIFO method of accounting for purchased cloth and yarn.  This change will
result in better matching of revenues and expenses and will conform
substantially all manufacturing inventories to the LIFO method.  The cumulative
effect of this change is not determinable.  The effect of this change was to
decrease net income for the quarter and twenty-six weeks by approximately
$172,000 ($.03 per share) and $295,000 ($.05 per share) respectively.  In
connection with this change, the Company conformed the manner of applying the
LIFO method for its cotton and polyester inventories to the dollar value
method.  Management believes the effect of this change was not significant.

During the quarter, the Company changed its estimate of raw material prices
used to calculate LIFO inventories.  This has the effect of increasing cost of
sales by $333,000 ($.03 per share of net income) for the quarter.  The LIFO
reserve increased by $583,000 and $833,000 for the quarter and six months ended
December 31, 1994.



                                  Page 6 of 10





<PAGE>   7


THOMASTON MILLS, INC. AND SUBSIDIARY

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

RESULTS OF OPERATIONS

Sales for the second fiscal quarter ended December 31, 1994 increased 8.7% to
$67,050,535 as compared to second quarter sales last fiscal year of
$61,675,173.  For the twenty-six weeks ended December 31, 1994, sales were
$135,606,282 as compared to $127,278,077 for the twenty-six weeks ended January
1, 1994.  The number of units sold increased 13.2% for the most recent quarter
and increased 10.1% for the most recent six-month period.  These increases in
units sold were partially offset by a 4.0% decrease in product mix average
sales value per unit for the quarter and a 3.3% decrease in product mix average
sales value per unit for the six months.  Lower selling prices on sales yarn
shipments during the quarter and twenty-six weeks also contributed to the
decline in sales per unit.

Gross profit margin was 8.1% of sales for the quarter ended December 31, 1994,
and 8.4% for the six months.  Gross profit margin for the comparable periods
last year was 13.2% for the quarter and 13.6% for the six months.  During the
quarter and six months ended December 31, 1994, the Company experienced raw
material price increases of 7.27% and 9.55% respectively.  Also during the
quarter, the Company changed its estimate of raw material prices used to
calculate LIFO inventories.  This change in estimate had the effect of
increasing cost of sales by $333,000 ($.03 per share of net income) for the
quarter ended December 31, 1994.  The LIFO reserve increased by $583,000 and
$833,000 for the quarter and six months ended December 31, 1994.

Selling, general and administrative expenses as a percentage of sales were 6.9%
for the second quarter of this fiscal year as compared to 7.3% for the second
quarter last year.  Total selling, general and administrative expenses for the
six-month period ended December 31, 1994, were $9,310,022 as compared to
$8,944,027 for the first six months last year.  For the six months ended
December 31, 1994, selling, general and administrative expenses were 6.9% of
sales as compared to 7.0% of sales for the six months ended January 1, 1994.

Interest expense increased $360,961 to $726,147 for the second fiscal quarter
this year compared to $365,186 for the second fiscal quarter last year.  For
the first six months of this fiscal year as compared to the first six months of
last fiscal year, interest expense increased $638,144 to $1,448,948.  This
increase in interest expense is related to the required capitalization last
year of interest costs associated with the construction of the Company's new
Lakeside comforter and accessory plant.

The provision for income taxes as a percent of taxable income decreased as a
result of the tax rate changes imposed last fiscal year by the Revenue
Reconciliation Act of 1993.  The change in tax rates, applied to current
earnings and the Company's deferred tax accounts for the first six months of
fiscal year 1994, resulted in an effective tax rate of 40.8% of taxable income
as compared to a tax rate of 38.6% of taxable income for the first six months
of fiscal year 1995.



                                  Page 7 of 10





<PAGE>   8


Net income for the second quarter this year was $98,064 or $.02 per share as
compared to $2,105,427 or $.32 per share for the second quarter last year.  For
the six months ended December 31, 1994, the Company earned $550,345 or $.08 per
share compared to $4,626,505 or $.70 per share for the six months ended January
1, 1994.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 1994, working capital was $67,176,770 as compared to
$58,922,040 at January 1, 1994.  The ratio of Current Assets to Current
Liabilities was 5.31:1 at December 31, 1994 and 4.80:1 at January 1, 1994.

Cash provided by operating activities amounted to $13,961,453 for the most
recent six months.  Cash provided by operating activities was the principal
source of funds for this six-month period.

The Company's primary use of funds during the first six months of fiscal year
1995 was $7,376,740 in purchases of property, plant and equipment.  For the
first six months of last fiscal year, the Company invested $14,577,040 in
purchases of property, plant and equipment.  Plans are  underway to invest in
additional equipment in order to increase denim production by twenty per cent
in the second quarter of next fiscal year.

During the second quarter of this fiscal year, the Company revised and expanded
its revolving credit agreement which provides for unsecured borrowings up to
$24,000,000.  At December 31, 1994, an additional $9,000,000 was available
under this agreement.


                                  Page 8 of 10





<PAGE>   9


PART II - OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

           (a)  As of December 31, 1994, there were no material pending legal
                proceedings, other than routine litigation incidental to its
                business, to which the Company was a party or to which any
                property of the Company was subject.  Such routine legal
                proceedings are not believed to be material to the Company.

           (b)  Not applicable

ITEM 2.    CHANGE IN SECURITIES

           (a)  (b) Not applicable.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

           (a)  (b) Not applicable.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

           The election of directors, selection of Ernst & Young as the
           Company's independent auditors, and implementation of the 1994 Stock 
           Option Plan, were approved by the holders of the Company's Class B 
           Common Stock at the Annual Meeting of Shareholders held on October 
           6, 1994.  Set forth below are the results of the voting:

           <TABLE>                
           <CAPTION>                                                                                                
                                                                    
                                                            Votes            Votes                                  
                                                             For            Against        Abstentions              
                                                        ------------     -------------     -----------              
                                                                                                                    
           <S>                                           <C>                <C>                 <C>                 
           ELECTION OF DIRECTORS                                                                                    
                                                                                                                    
                Thomas D. Adams, Sr.                     1,425,265               0                 88               
                C. Ronald Barfield                       1,425,265               0                 88               
                Archie H. Davis                          1,425,265               0                 88               
                H. Stewart Davis                         1,425,265               0                 88               
                George H. Hightower                      1,425,265               0                 88               
                George H. Hightower, Jr.                 1,425,265               0                 88               
                Neil H. Hightower                        1,425,265               0                 88               
                William H. Hightower                     1,425,265               0                 88               
                Rosser R. Raines                         1,425,265               0                 88               
                Julian H. Roberts                        1,425,265               0                 88               
                Dr. Jerry M. Williamson                  1,425,265               0                 88               
                Dom H. Wyant                             1,425,265               0                 88               
                                                                                                                    
           SELECTION OF ERNST & YOUNG                    1,358,605          65,584              1,164               
                                                                                                                    
           1994 STOCK OPTION PLAN                        1,361,661          58,262              3,424               

           </TABLE>

ITEM 5.    OTHER INFORMATION

           Not applicable.

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

           (a)  Exhibits:

                13.1      Quarterly Report to Shareholders dated
                          December 31, 1994.

                27        Financial Data Schedule (for SEC use only)

           (b)  The Company did not file any reports on Form 8-K during
                the three months ended December 31, 1994.


                                  Page 9 of 10





<PAGE>   10


                                   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.


                                               Thomaston Mills, Inc.


                                               Neil H. Hightower
                                               -------------------------------
                                               Neil H. Hightower
                                               President and Chief
Date:  February 7, 1995                        Executive Officer



                                               Rosser R. Raines
                                               ------------------------------- 
                                               Rosser R. Raines
                                               Treasurer-Principal Financial
Date:  February 7, 1995                        Officer


                                 Page 10 of 10






<PAGE>   1
                                                                    Exhibit 13.1

<TABLE>
<CAPTION>

DIRECTORS                                           OFFICERS
<S>                                                 <C>
Thomas D. Adams, Jr., 1976 (2)                      Neil H. Hightower, 1966
President                                           President and Chief Executive Officer
Adams Realty Company
Thomaston, Georgia                                  H. Stewart Davis, 1971
                                                    Executive Vice President - Finishing
C. Ronald Barfield, 1989 (2)
Partner                                             George H. Hightower, Jr., 1977
Adams, Barfield, Dunaway                            Executive Vice President - Sales
& Hamkinson, Attorneys
Thomaston, Georgia                                  John R. Carson, 1972
                                                    Vice President - Consumer
Archie H. Davis, 1993 (2)                           Product Sales
President and CEO
The Savannah Bank, N.A.                             James E. Franklin, Jr., 1989
Savannah, Georgia                                   Vice President - Industrial Sales

H. Stewart Davis, 1981                              William T. Dunnahoo, 1990
Executive Vice President                            Vice President - Apparel
of the Company                                      Fabric Sales

George H. Hightower, 1945 (1)                       Robert E. L. Greene, Jr., 1985
Formerly Chairman of the Board                      Vice President - Engineering
of the Company, Retired
                                                    W. Harrison Hightower III, 1965
George H. Hightower, Jr., 1981                      Vice President - Administration
Executive Vice President
of the Company                                      Jonathan O. Huff, 1990
                                                    Vice President - Finishing
Neil H. Hightower, 1980 (1)
President and Chief Executive Officer               Charles F. Eichelberger, 1989
of the Company                                      Vice President - Greige
                                                    Manufacturing
William H. Hightower Jr., 1939 (1)
Formerly Chairman of the Board                      Daniel B. Tripp, 1991
of the Company, Retired                             Vice President - Human Resources
                                                    and Public Relations
Rosser R. Raines, 1993
Treasurer of the Company                            Ronald W. VanHouten, 1990
                                                    Secretary
Julian H. Roberts, 1963 (2)
Personal Investments                                Rosser R. Raines, 1970
Augusta, Georgia                                    Treasurer

Dr. Jerry M. Williamson, 1981 (2)
President
Gordon College
University System of Georgia
Barnesville, Georgia

Dom H. Wyant, 1983 (2)
Partner
Jones, Day, Reavis & Pogue,
Attorneys
Atlanta, Georgia

</TABLE>

(1) Member of Executive Committee
(2) Member of Audit Committee


NOTE:  Dates after names indicate year first elected as Director or Officer



                                                                    [LOGO]
                                                               THOMASTON FABRICS



                                                           THOMASTON MILLS, INC.
                                                                 P.O. Box 311
                                                             Thomaston, Georgia


<PAGE>   2
TO THE SHAREHOLDERS:

   Sales in the second fiscal quarter were up 8.7% from the year before.  Net
after tax earnings were disappointing.  The Company earned $98,064 or $.02 per
share compared to $2,105,427 or $.32 per share the year before.
   The main problem continued to be very low prices on sales yarn shipments
during the quarter.  In addition, sales were down on Type 120 muslin sheets. 
Capacity utilization on piece-dyed apparel fabrics and sheets raised fixed cost
per unit on these products.  Raw material prices increased faster than the
prices received for finished products during the quarter, and this also caused
the LIFO reserve to be increased.
    On the positive side, sales in the new Lakeside Plant continue ahead of
plan.  Demand for denim remains strong, and the Company continues to make
progress in modernizing and expanding capacity.  Plans are now underway to
increase denim production through the Pike Plant by twenty per cent.  This
increase will be in place in the second quarter of next fiscal year.  We are
confident that the move to more casual apparel will last and will support this
expansion for the long-term benefit of the Company.
    A new 200 count sheet will be offered during the April Market, and this new
product will add new profitable sales and will offset problems with the 120
count muslin product.
    Sales yarn prices have improved and should continue to improve into the
third quarter.
    We have had a difficult six months, but we continue to be optimistic that
sales and earnings will improve in the last half of the fiscal year.


/s/ Neil H. Hightower
- - ----------------------



Neil H. Hightower
President and
Chief Executive Officer

January 24, 1995






<TABLE>
<CAPTION>
THOMASTON MILLS, INC.
- - --------------------------------------------------------------------------------
STATEMENTS OF INCOME (UNAUDITED)

                                      Thirteen Weeks            Thirteen Weeks
                                               Ended                     Ended
                                   December 31, 1994           January 1, 1994
<S>                                   <C>                        <C>
Net sales                             $ 67,050,535               $ 61,675,173
Cost of sales                           61,627,954                 53,516,649
                                      ------------               ------------
                                         5,422,581                  8,158,524
Selling, administrative
  and general expenses                   4,645,191                  4,488,187
                                      ------------               ------------
                                           777,390                  3,670,337
Other Income                               108,469                    146,369
                                      ------------               ------------
                                           885,859                  3,816,706
Interest expense                           726,147                    365,186
                                      ------------               ------------
Income before
   income taxes                            159,712                  3,451,520
Provision for income taxes                  61,648                  1,346,093
                                      ------------               ------------
Net income                            $     98,064               $  2,105,427
                                      ============               ============
   Average Number Shares                 6,499,258                  6,577,181
Data per share:
   Net income                         $       0.02               $       0.32
   Dividends paid                     $      0.070               $      0.065
                                      ============               ============


                                       Twenty-Six                  Twenty-Six
                                      Weeks Ended                 Weeks Ended
                                December 31, 1994             January 1, 1994
Net sales                            $135,606,282                $127,278,077
Cost of sales                         124,176,357                 109,971,724
                                     ------------                ------------
                                       11,429,925                  17,306,353
Selling, administrative
   and general expenses                 9,310,022                   8,944,027
                                     ------------                ------------
                                        2,119,903                   8,362,326
Other income                              225,371                     265,737
                                     ------------                ------------
                                        2,345,274                   8,628,063
Interest expense                        1,448,948                     810,804
                                     ------------                ------------
Income before
   income taxes                           896,326                   7,817,259
Provision for income taxes                345,981                   3,190,754
                                     ------------                ------------
Net income                           $    550,345                $  4,626,505
                                     ============                ============
   Average Number Shares                6,534,293                   6,578,715
Data per share:
   Net income                        $       0.08                $       0.70
   Dividends paid                    $       0.14                $       0.13
                                     ============                ============

THOMASTON MILLS, INC.
- - --------------------------------------------------------------------------------
BALANCE SHEETS (UNAUDITED)

                                     December 31,                January 1,
                                             1994                      1994

ASSETS
Current Assets:
   Cash & cash equivalents           $  1,766,959                $    775,907
   Receivables, less
       allowance of
       $415,000 in 1994
       and $490,000 in 1993            40,586,636                  35,628,384
Inventories                            39,384,696                  36,747,802
Other current assets                    1,041,493                   1,292,686
                                     ------------                ------------
       Total Current
         Assets                        82,779,784                  74,444,779
Property, Plant &
  Equipment                           213,592,421                 198,349,371
       Less allowance for
       depreciation                   129,788,259                 117,479,999
                                     ------------                ------------
                                       83,804,162                  80,869,372
Other assets                              589,845                     687,252
                                     ------------                ------------
                                     $167,173,791                $156,001,403
                                     ============                ============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable                  $  8,517,939                $  7,461,758
   Accrued liabilities                  4,782,649                   4,829,293
   Federal & state                                                           
     income taxes                          80,177                   1,210,626
   Current portion of                                                        
     obligations under                                                       
     capital leases                       415,549                     214,362
   Current portion of                                                        
     long-term debt                     1,806,700                   1,806,700
                                      -----------                 -----------
         Total Current                                                       
             Liabilities               15,603,014                  15,522,739
Obligations under capital                                                    
   leases, less current portion         1,561,166                     114,217
Long-term debt                         35,003,925                  30,810,625
Deferred income taxes                   6,571,130                   5,799,950
Other Liabilities                         102,168                           0
Shareholders' Equity                  108,332,388                 103,753,872
                                      -----------                 -----------
                                     $167,173,791                $156,001,403
                                      ===========                 ===========
</TABLE>                                            

   NOTE: Through July 2, 1994 the Company accounted for the cotton, polyester,
labor and overhead components of raw materials, work in process and finished
goods at the lower of cost, determined under the LIFO method of accounting, or
market.  Purchased cloth and yarn and certain supplies inventories were
accounted for at the lower of cost, determined under the FIFO method of 
accounting, or market.  In the first quarter of 1995, the Company changed to the
LIFO method of accounting for purchased cloth and yarn.  This change will result
in better matching of revenues and expenses and will conform substantially all
manufacturing inventories to the LIFO method.  The cumulative effect of this
change is not determinable.  The effect of this change was to decrease net
income for the quarter and twenty-six weeks by approximately $172,000 ($ .03
per share) and $295,000 ($.05 per share) respectively.  In connection with this
change, the Company conformed the manner of applying the LIFO method for its
cotton and polyester inventories to the dollar value method.  Management 
believes the effect of this change was not significant.
   During the quarter, the Company changed its estimate of raw material prices
used to calculate LIFO inventories.  This has the effect of increasing cost of
sales by $333,000 ($.03 per share of net income) for the quarter.  The LIFO
reserve increased by $583,000 and $833,000 for the quarter and six months ended
December 31, 1994.

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF THOMASTON MILLS, INC. FOR THE SIX MONTHS ENDED 
DECEMBER 31, 1994, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>   1,000
       
<S>                                        <C>
<PERIOD-TYPE>                              6-MOS
<FISCAL-YEAR-END>                          JUL-01-1995
<PERIOD-START>                             OCT-02-1994
<PERIOD-END>                               DEC-31-1994
<CASH>                                           1,767
<SECURITIES>                                         0
<RECEIVABLES>                                   41,002
<ALLOWANCES>                                       415
<INVENTORY>                                     39,385
<CURRENT-ASSETS>                                82,780
<PP&E>                                         213,592
<DEPRECIATION>                                 129,788
<TOTAL-ASSETS>                                 167,174
<CURRENT-LIABILITIES>                           15,603
<BONDS>                                         20,004
<COMMON>                                         7,494
                                0
                                          0
<OTHER-SE>                                     100,838
<TOTAL-LIABILITY-AND-EQUITY>                   167,174
<SALES>                                        135,606
<TOTAL-REVENUES>                               135,831
<CGS>                                          124,176
<TOTAL-COSTS>                                  124,176
<OTHER-EXPENSES>                                 9,310
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               1,449
<INCOME-PRETAX>                                    896
<INCOME-TAX>                                       346
<INCOME-CONTINUING>                                550
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       550
<EPS-PRIMARY>                                      .08
<EPS-DILUTED>                                      .08
        

</TABLE>


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