THOMASTON MILLS INC
10-Q, 1996-05-13
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 March 30, 1996           Commission File No. 0-1915



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


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


    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
                 713,688 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 12
<PAGE>   2

                                     INDEX
                      THOMASTON MILLS, INC. AND SUBSIDIARY



PART 1.  FINANCIAL INFORMATION

Item 1.          Financial Statements (Unaudited)

                 Condensed consolidated balance sheets -- March 30, 1996 and
                 July 1, 1995.

                 Condensed consolidated statements of operations -- three
                 months ended March 30, 1996 and three months ended April 1,
                 1995; and nine months ended March 30, 1996 and nine months
                 ended April 1, 1995.

                 Condensed consolidated statements of changes in cash flows --
                 nine months ended March 30, 1996 and nine months ended April
                 1, 1995.

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 12
<PAGE>   3

PART 1 -         FINANCIAL INFORMATION

                      THOMASTON MILLS, INC. AND SUBSIDIARY
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in Thousands)
<TABLE>
<CAPTION>
                                                                                     MAR. 30, 1996    July 1, 1995
                                                                                     -------------    ------------
  <S>                                                                                  <C>              <C>
  ASSETS
  CURRENT ASSETS
     Cash & cash equivalents                                                           $  1,567         $  1,544
     Accounts receivable, less allowance of
         $415 at both dates                                                               41,016          50,924
     Inventories--Note B                                                                  44,651          39,666
     Other current assets                                                                  2,612           1,191
                                                                                        --------        --------
            TOTAL CURRENT ASSETS                                                          89,846          93,325

  PROPERTY, PLANT AND EQUIPMENT                                                          227,181         225,353
     Less allowances for depreciation                                                    140,760         136,719
                                                                                        --------        --------
                                                                                          86,421          88,634
  OTHER ASSETS                                                                             1,477           4,364
                                                                                        --------        --------
                                                                                        $177,744        $186,323
                                                                                        ========        ========

  LIABILITIES AND SHAREHOLDERS' EQUITY
  CURRENT LIABILITIES
     Accounts payable                                                                   $  6,677        $ 14,214
     Accrued liabilities                                                                   6,695           6,164
     Federal and State income taxes                                                            0           1,131
     Current portion of long-term debt
        and capital lease obligations                                                      3,187           1,082
                                                                                        --------        --------
            TOTAL CURRENT LIABILITIES                                                     16,559          22,591

  OBLIGATIONS UNDER CAPITAL LEASE -
     LESS CURRENT PORTION                                                                  1,533           1,297

  LONG-TERM DEBT                                                                          44,260          44,813

  DEFERRED INCOME TAXES                                                                    7,233           7,233

  OTHER LIABILITIES                                                                          165             114

  SHAREHOLDERS' EQUITY
     Class A Common Stock--5,620,518 shares
        outstanding including 713,688 treasury shares at
        March 30, 1996 and 719,688 at July 1, 1995                                         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                                                            8,882           8,862
     Retained earnings                                                                    97,053          99,389
                                                                                        --------        --------
                                                                                         113,430         115,746

  Less treasury stock - at cost                                                            5,436           5,471
                                                                                        --------        --------
                                                                                         107,994         110,275
                                                                                        --------        --------
                                                                                        $177,744        $186,323
                                                                                        ========        ========
</TABLE>

  NOTE:  The Balance Sheet at July 1, 1995 has been derived from the Audited
         Financial Statements at that date.  See Note to Condensed Financial
         Statements.





                                  Page 3 of 12
<PAGE>   4

                      THOMASTON MILLS, INC. AND SUBSIDIARY
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
             (Dollars in Thousands except Share and Per Share Data)




<TABLE>
<CAPTION>
                                                        Three Months Ended           Nine Months Ended
                                                  MAR. 30, 1996   Apr. 1, 1995   MAR. 30, 1996   Apr. 1, 1995
                                                  -------------   ------------   -------------   ------------
  <S>                                                <C>           <C>            <C>            <C>
  Net sales                                          $  66,150     $  66,290      $  196,131     $  201,897
  Cost of sales                                         61,612        58,842         180,858        183,018
                                                     ---------     ---------       ---------     ----------
                                                         4,538         7,448          15,273         18,879

  Selling, general
     and administrative expenses                         4,785         4,934          14,786         14,244
                                                     ---------     ---------       ---------     ----------
                                                          (247)        2,514             487          4,635

  Other income (expense)                                   128            76             441            301
                                                     ---------     ---------       ---------     ----------
                                                          (119)        2,590             928          4,936

  Interest expense                                         836           783           2,402          2,232
                                                     ---------     ---------       ---------     ----------

  Income (loss) before
     income taxes                                         (955)        1,807          (1,474)         2,704

  Provision for income taxes
     (benefit)                                            (363)          697            (560)         1,044
                                                     ---------     ---------       ---------      ---------

  Net income (loss)                                  $    (592)    $   1,110      $     (914)     $   1,660
                                                     =========     =========      ==========      =========



  AVERAGE NUMBER OF SHARES                           6,537,196     6,430,541       6,536,800     6,506,705

  Data Per Share:

     Net income                                      $   (0.09)    $    0.17       $   (0.14)    $    0.26

     Dividends paid                                  $  0.0725     $  0.0700       $   0.2175    $  0.2100
</TABLE>





                                  Page 4 of 12
<PAGE>   5





                      THOMASTON MILLS, INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
                                                               NINE MONTHS ENDED             Nine Months Ended
                                                                 MARCH 30, 1996                April 1, 1995
                                                               -----------------             -----------------
  <S>                                                               <C>                         <C>
  OPERATING ACTIVITIES
  Net Income (loss)                                                 $  (914)                    $ 1,660
  Adjustments to reconcile net income (loss) to
     net cash provided by operating activities:
        Depreciation and amortization                                12,542                      11,393
        Loss (Gain) on sale of property, plant
        and equipment                                                     8                         (24)
  Changes in operating assets and
     liabilities:
        Accounts receivable                                           9,909                      13,976
        Inventories                                                  (4,985)                     (8,712)
        Other assets                                                 (2,091)                       (482)
        Accounts payable and accrued expenses                        (7,631)                     (1,964)
                                                                    -------                     -------
        NET CASH PROVIDED BY
        OPERATING ACTIVITIES                                          6,838                      15,847

  INVESTING ACTIVITIES
  Purchases of property, plant and equipment                        (10,337)                    (12,157)
  Less capital lease obligations incurred                               557                           0
                                                                    -------                     -------
  Cash for property, plant and equipment                             (9,780)                    (12,157)
  Proceeds from sales of property, plant
     and equipment                                                        0                          95
  Decrease in unexpended construction funds                           3,556                           0
                                                                    -------                     -------
        NET CASH USED IN INVESTING
        ACTIVITIES                                                   (6,224)                    (12,062)

  FINANCING ACTIVITIES
  Proceeds from revolving lines of credit
     and long-term debt                                               5,557                       8,500
  Less capital lease obligations incurred                              (557)                          0
                                                                    -------                     -------
  Cash proceeds from borrowing                                        5,000                       8,500
  Principal payments on revolving lines of credit,
     long term debt and capital lease obligations                    (4,223)                    (10,713)
  Purchase of treasury stock                                              0                        (392)
  Exercise of stock options                                              54                          61
  Cash dividends paid                                                (1,422)                     (1,373)
                                                                    -------                     -------
        NET CASH USED IN
        FINANCING ACTIVITIES                                           (591)                     (3,917)
                                                                    -------                     -------
        INCREASE (DECREASE) IN CASH AND
        CASH EQUIVALENTS                                                 23                        (132)

  Cash and cash equivalents at beginning
     of period                                                        1,544                       1,110
                                                                    -------                     -------
  Cash and cash equivalents at end
     of period                                                      $ 1,567                     $   978
                                                                    =======                     =======
</TABLE>





                                  Page 5 of 12
<PAGE>   6


THOMASTON MILLS, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 30, 1996


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 not 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 March 30, 1996 are not necessarily indicative of the results that
may be expected for the year ended June 29, 1996.  Certain Fiscal 1995 balances
have been reclassified to conform with the Fiscal 1996 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 1, 1995.

NOTE B -- INVENTORIES

The components of inventory consist of the following:

<TABLE>
<CAPTION>
                                                 (Dollars in Thousands)
                                           MARCH 30, 1996      July 1, 1995
                                           --------------      ------------
 <S>                                         <C>                 <C>
 Raw materials                               $  9,334            $ 10,087
 Work in process                               22,088              21,008
 Finished products                             26,544              21,199
 LIFO reserve                                 (13,315)            (12,628)
                                             --------            --------
                                             $ 44,651            $ 39,666
                                             ========            ========
</TABLE>


Through July 2, 1994 the Company accounted for the cotton, polyester, labor and
overhead components of raw materials, work in process and finished goods
inventories 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 Fiscal 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 on the third quarter and the first nine months of fiscal year 1995 was
to decrease net income by approximately $148,000 ($.02 per share) and $443,000
($.07 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 the
change to the dollar value method was not significant.





                                  Page 6 of 12
<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 third fiscal quarter ended March 30, 1996 were relatively
unchanged at $66,150,000 as compared to sales of $66,290,000 for the third
quarter last year.  For the first nine months of fiscal year 1996, sales were
$196,131,000, down 2.9% from sales of $201,897,000 for the first nine months of
fiscal year 1995.  The continued sluggishness in the markets served by
Thomaston Mills resulted in a decline of 3.8% in units shipped for the third
quarter and a 6.1% decline in units shipped for the nine months although the
average sales value per unit increased 3.7% for the quarter and 3.5% for the
nine months when compared to the comparable periods last year.

Cost of goods sold increased to 93.1% of sales for the third quarter and 92.2%
of sales for the first nine months of fiscal year 1996 as compared to cost of
goods sold of 88.8% and 90.6% of sales for the third quarter and first nine
months of fiscal year 1995, respectively.  These increases in cost of goods
sold were primarily attributable to increased raw material prices and low
capacity utilization of plant facilities.  During the quarter and nine months
ended March 30, 1996, the Company experienced raw material price increases of
8.0% and 18.0% respectively.  Due to slow markets, the Company was able to pass
only a portion of these raw material price increases on to its customers.  In
order to control inventories in a depressed sales environment, the Company
reduced its capacity utilization which resulted in higher fixed costs per unit.

Decreased sales and increased cost of goods sold resulted in gross profit of
$4,538,000 or 6.9% of sales for third quarter and $15,273,000 or 7.8% of sales
for the first nine months of fiscal year 1996.  For the third quarter and first
nine months of fiscal year 1995, gross profit was $7,448,000 or 11.2% of sales
and $18,879,000 or 9.4% of sales, respectively.

Selling, general and administrative expenses were $4,785,000 or 7.2% of sales
in the third quarter and $14,786,000 or 7.5% of sales in the first nine months
of fiscal year 1996.  Selling, general and administrative expenses for the
third quarter and first nine months of fiscal year 1995 were $4,934,000 or 7.4%
of sales and $14,244,000 or 7.1% of sales, respectively.  These increases in
selling, general and administrative expenses can be attributed to the
implementation of a planned strengthening of the Company's design, sales and
marketing function.

Other income was $128,000 in third quarter and $441,000 for the first nine
months of fiscal year 1996 as compared to $76,000 in the third quarter and
$301,000 for the first nine months of fiscal year 1995.

Interest expense increased $53,000 from $783,000 in the third quarter of fiscal
year 1995 to $836,000 in third quarter fiscal year 1996.  For the first nine
months of fiscal year 1996, interest expense was $2,402,000 as compared to
$2,232,000 for the first





                                  Page 7 of 12
<PAGE>   8


nine months of last year.  This increase was primarily the result of slightly
higher interest rates and additional borrowings under the Company's revolving
credit agreement.

Income tax expense decreased for the quarter and nine months ended March 30,
1996 as compared to the quarter and nine months ended April 1, 1995.  This
decrease is the result of the statutory tax rates being applied to the pretax
loss this year as opposed to pretax profits last year.

The Company lost $592,000 or $.09 per share for the third quarter and $914,000
or $.14 per share for the first nine months of fiscal year 1996.  Net income
for the comparable quarter and nine months last year was $1,110,000 or $.17 per
share and $1,660,000 or $.26 per share respectively.

LIQUIDITY AND CAPITAL RESOURCES

The Company continues to maintain a strong financial position.  At March 30,
1996, working capital was $73,287,000 as compared to $70,039,000 at April 1,
1995.  The ratio of current assets to current liabilities was 5.4:1 at March
30, 1996 and 4.6:1 at April 1, 1995.

Cash provided by operating activities totaling $6,838,000 was the principal
source of funds for the nine months ended March 30, 1996.

The Company's primary use of funds during the first nine months of fiscal year
1996 was $9,780,000 in purchases of property, plant and equipment, offset by a
$3,556,000 decrease in unexpended construction funds.

During the latter part of fiscal year 1995, the Company placed into service
additional equipment which has increased denim production capacity by
approximately twenty percent.  To finance the expansion of the denim
production, the Company on April 5, 1995 entered into an agreement with the
Development Authority of Pike County, Georgia to issue $3,700,000 in Tax-Exempt
Adjustable Mode Industrial Development Revenue Bonds.  Interest on these bonds
is paid quarterly.  The maturity date of the bond issue is April 2005.

During the second quarter of fiscal year 1995, the Company revised and expanded
its revolving credit agreement with a group of banks to provide for unsecured
borrowings of up to $24,000,000.  At March 30, 1996, $500,000 was available
under this agreement.  On April 19, 1996, the Company executed a second
amendment which expanded and redated this revolving credit agreement to provide
for unsecured borrowings of up to $27,000,000 with an extended maturity date to
April 19, 2006.

The Company had capital expenditure commitments at March 30, 1996 for
approximately $2,500,000, primarily for machinery and equipment.  Management
believes that cash provided by operating activities and the revolving credit
agreement will be sufficient to finance capital requirements and operating
needs of the Company for fiscal year 1996.





                                  Page 8 of 12
<PAGE>   9



INVENTORIES

Inventories at March 30, 1996 and April 1, 1995 were $44,651,000 and
$45,215,000 respectively.  The Company closely monitors inventory levels and,
through manufacturing capacity utilization, adjusts these levels in relation to
current and forecasted sales.  Total inventory turns on an average annualized
rate were 5.4 times for the first nine months of fiscal years 1996 and 1995.

Through July 2, 1994 the Company accounted for the cotton, polyester, labor and
overhead components of raw materials, work in process and finished goods
inventories 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.  Effective with the first day of fiscal year
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 on the first nine months of fiscal year 1995 was to decrease net
income by approximately $443,000 ($.07 per share).  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 the change to the dollar value method was not
significant.

RAW MATERIALS

The Company's primary raw material is cotton.  As a commodity, cotton is traded
on established markets and periodically experiences price fluctuations.  The
Company monitors the cotton market and buys its cotton from brokers.  The
Company has not had and does not anticipate any material difficulty in
obtaining cotton.

In order to assure a continuous supply of cotton, the Company enters into
cotton purchase contracts for several months in advance of delivery which
either provide for (1) fixed quantities to be purchased at a pre-determined
price, or (2) fixed quantities to be purchased at a price to be determined (at
a later date).  When the Company sells its product to its customers, the cost
of cotton under existing cotton purchase contracts is taken into account in
calculating the price for the Company's product.  The Company generally
attempts to match product sales contracts with fixed price cotton purchase
contracts and uses market price cotton contracts to anticipate future needs and
subsequent product sales contracts.  To the extent prices are sometimes fixed
in advance of shipment, the Company may benefit from its cotton purchase
contracts to the extent prices thereafter rise, or incur increased cost to the
extent prices thereafter fall.

GATT

In December 1993, 117 countries reached an agreement under the General
Agreement on Tariffs and Trade that would cover new areas of trade, further cut
tariffs and strengthen multilateral free-trade rules by creating a World Trade
Organization (WTO) as its successor.  This agreement was ratified by the United
States Congress and went into effect on July 1, 1995.  As part of this new
agreement, the Multifiber Arrangement





                                  Page 9 of 12
<PAGE>   10


(MFA) under which textile and apparel trade had been controlled, will be phased
out along with its import quotas over a 10-year period.  Tariffs on textiles
will be cut by an average of 11.6% over 10 years.  A weighted average tariff
for products sold by Thomaston Mills, if imported, would be cut by 8.8%.  Under
the agreement, quotas on the least sensitive import products will be phased out
over the first five years and quotas on the most sensitive import products will
not be affected until the latter part of the ten-year period.

The WTO agreement contains some provisions which may have a favorable impact on
the textile industry.  An assembly rule of origin amendment makes it illegal
for a non-WTO member country to assemble garments from pieces cut in a member
country and then export the garments as originating in the country where they
were cut.  Additionally, the agreement preserves the authority of the President
of the United States to control imports from non-WTO countries such as Taiwan
or China.

Although the WTO agreement may reduce the cost of certain imported textiles,
the Company believes that upgraded technology resulting in increased
productivity and lower costs will enable it to compete in a global market.

BACKLOG

The Company's order backlog at March 30, 1996 was $114.7 million which
represents an increase of 5.5% when compared to the backlog of $108.7 million
at July 1, 1995.





                                 Page 10 of 12
<PAGE>   11

PART II - OTHER INFORMATION



ITEM 1.  LEGAL PROCEEDINGS

         (a)      As of March 30, 1996, 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

         (a)      (b)     (c)      (d)     Not applicable.

ITEM 5.  OTHER INFORMATION

         Not Applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits:

                  13.1    Quarterly Report to Shareholders dated
                          March 30, 1996

                  27.0    Financial Data Schedule (for SEC purposes only)

         (b)      The Company did not file any reports on Form 8-K
                  during the three months ended March 30, 1996.





                                 Page 11 of 12
<PAGE>   12





                                   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.


                                      /s/ Neil H. Hightower
                                      ------------------------------------
                                      Neil H. Hightower
Date:    May 14, 1996                 President and Chief Executive Officer



                                      /s/ Rosser R. Raines
                                      -------------------------------------
                                      Rosser R. Raines
Date:    May 14, 1996                 Treasurer-Principal Financial Officer




                                 Page 12 of 12

<PAGE>   1
                                                                    EXHIBIT 13.1

                                 NEWS RELEASE


                     T H I R D   Q U A R T E R   R E P O R T

                                    1 9 9 6


TO THE SHAREHOLDERS:

Sales at Thomaston Mills, Inc. were flat for the quarter ended March 30, 1996,
at $66,150,000 compared to $66,290,000 the same quarter last year.  The Company
sustained a loss of $592,000 or $.09 per share for the quarter.  This loss
compared to a profit of $1,110,000 for third quarter last year but was less
than the loss last quarter.  Year to date sales were $196,131,000 down 3.0% and
the Company lost $914,000 or $.14 per share.

The textile industry has invested a tremendous amount in new plant and
equipment over the last few years in an effort to improve productivity and
compete on a global basis.  While these investments have indeed made the
industry more competitive, they have created an oversupply condition.  This
oversupply, coupled with a difficult retail environment, has caused the current
textile slowness.  At Thomaston Mills, low capacity utilization and high raw
material prices also contributed to the earnings situation.

On the positive side, Thomaston Mills has continued its modernization program
and is now one of the most modern textile companies in America.  Significant
progress has been made in strengthening the Company's marketing function.

At the April market in New York, Thomaston Mills launched the J.G. Hook line of
consumer products which is an upscale group of coordinated sheets, comforters
and other bedroom products,  which will broaden the Company's customer base and
move the Company into higher price point merchandise areas.

We believe the current textile slowness is temporary, and we already are seeing
some signs of improved capacity utilization.  Thomaston Mills is making real
progress in establishing long lasting customer partnerships, and the Company is
well positioned to rebound in sales and earnings as the textile economy
improves.

Sincerely,

/s/ Neil H. Hightower
Neil H. Hightower
President and CEO

April 23, 1996


<PAGE>   2
                             THOMASTON MILLS, INC.

                       CONDENSED STATEMENTS OF OPERATIONS
                  (Dollars in Thousands except Per Share Data)

<TABLE>
<CAPTION>
                                                    Three Months Ended              Nine Months Ended
                                                  March 30,       April 1,        March 30,       April 1,
                                                    1996           1995            1996            1995
==========================================================================================================
<S>                                             <C>             <C>             <C>             <C>
Net sales                                       $   66,150      $   66,290      $  196,131      $  201,897
Cost of sales                                       61,612          58,842         180,858         183,018
- ----------------------------------------------------------------------------------------------------------
                                                     4,538           7,448          15,273          18,879
Selling, general and administrative expenses         4,785           4,934          14,786          14,244
Other income (expense)                                 128              76             441             301
- ----------------------------------------------------------------------------------------------------------
                                                      (119)          2,590             928           4,936
Interest expense                                       836             783           2,402           2,232
- ----------------------------------------------------------------------------------------------------------
Income (loss) before income taxes                     (955)          1,807         (1,474)           2,704
Provision for income taxes (benefit)                  (363)            697           (560)           1,044
- ----------------------------------------------------------------------------------------------------------
Net income (loss)                               $     (592)     $    1,110      $    (914)      $    1,660
- ----------------------------------------------------------------------------------------------------------

Average Number Shares                            6,537,196       6,430,541       6,536,800       6,506,705
  Net income (loss) per share                   $  (0.0900)     $   0.1700      $  (0.1400)     $   0.2600
  Dividends paid per share                      $   0.0725      $   0.0700      $   0.2175      $   0.2100

</TABLE>

                           CONDENSED BALANCE SHEETS
                            (Dollars in Thousands)

<TABLE>
<CAPTION>
                                                                                  March 30,       April 1,
                                                                                    1996            1995
==========================================================================================================
<S>                                                                               <C>              <C>
ASSETS
Current Assets
  Cash and cash equivalents                                                       $  1,567         $   978
  Accounts receivable                                                               41,431          42,596
    Less allowance for uncollectible accounts                                        (415)           (415)
  Inventories                                                                       44,651          45,215
  Other current assets                                                               2,612           1,343
- ----------------------------------------------------------------------------------------------------------
                            Total Current Assets                                    89,846          89,717

Property, Plant and Equipment                                                      227,181         218,248
  Less allowance for depreciation                                                 (140,760)       (133,555)
Other assets                                                                         1,477             702
- ----------------------------------------------------------------------------------------------------------
                                                                                  $177,744        $175,112
==========================================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
  Accounts payable                                                                $  6,677        $ 10,044
  Accrued liabilities                                                                6,695           7,360
  Federal and state income taxes                                                         0             777
  Current portion of capital lease obligations                                         439             416
  Current portion of long-term debt                                                  2,748           1,081
- ----------------------------------------------------------------------------------------------------------
                            Total Current Liabilities                               16,559          19,678

Obligations under capital leases                                                     1,533           1,450
Long-term debt                                                                      44,260          38,309
Deferred income taxes                                                                7,233           6,571
Other liabilities                                                                      165             119
Shareholders' Equity                                                               107,994         108,985
- ----------------------------------------------------------------------------------------------------------
                                                                                  $177,744        $175,112
==========================================================================================================
</TABLE>


Note:  As previously reported, in the first quarter of fiscal 1995 the Company
changed from the FIFO to the LIFO method of accounting for purchased cloth and
yarn.  The cumulative effect of this change was not determinable.  The effect
of this change on the quarter and nine months was to decrease net income by
approximately $148,000 ($.02 per share) and $443,000 ($.07 per share)
respectively.






<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JUN-29-1996
<PERIOD-START>                             JUL-02-1995
<PERIOD-END>                               MAR-30-1996
<CASH>                                           1,567
<SECURITIES>                                         0
<RECEIVABLES>                                   41,431
<ALLOWANCES>                                       415
<INVENTORY>                                     44,651
<CURRENT-ASSETS>                                89,846
<PP&E>                                         227,181
<DEPRECIATION>                                 140,760
<TOTAL-ASSETS>                                 177,744
<CURRENT-LIABILITIES>                           16,559
<BONDS>                                         20,760
                                0
                                          0
<COMMON>                                         7,494
<OTHER-SE>                                     100,500
<TOTAL-LIABILITY-AND-EQUITY>                   177,744
<SALES>                                        196,131
<TOTAL-REVENUES>                               196,572
<CGS>                                          180,858
<TOTAL-COSTS>                                  180,858
<OTHER-EXPENSES>                                14,786
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               2,402
<INCOME-PRETAX>                                 (1,474)
<INCOME-TAX>                                      (560)
<INCOME-CONTINUING>                               (914)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      (914)
<EPS-PRIMARY>                                     (.14)
<EPS-DILUTED>                                     (.14)
        

</TABLE>


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