0000950168-95-000714.txt : 19950816 0000950168-95-000714.hdr.sgml : 19950816 ACCESSION NUMBER: 0000950168-95-000714 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950702 FILED AS OF DATE: 19950815 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALBA WALDENSIAN INC CENTRAL INDEX KEY: 0000003292 STANDARD INDUSTRIAL CLASSIFICATION: KNITTING MILLS [2250] IRS NUMBER: 560359780 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-06150 FILM NUMBER: 95564048 BUSINESS ADDRESS: STREET 1: 201 ST GERMAIN AVE SW STREET 2: P O BOX 100 CITY: VALDESE STATE: NC ZIP: 28690 BUSINESS PHONE: 7048742191 MAIL ADDRESS: STREET 1: P O BOX 100 CITY: VALDESE STATE: NC ZIP: 28690 10-Q 1 ALBA-WALDENSIAN INC 82304 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20459 FORM 10-Q (Mark one) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended July 2, 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 1-6150 ALBA-WALDENSIAN, INC. (Exact name of registrant as specified in its Charter) Delaware 56-0359780 (State or other jurisdiction (I.R.S.Employer Identification No.) of incorporation or organization) P.O. Box 100, Valdese, N.C. 28690 (Address of principal executive offices) (Zip Code) (704) 874-2191 Registrant's telephone number, including area code NONE Former name, former address and former fiscal year, if changed since last report. Indicate by check mark whether 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 APPLICABLE ONLY TO CORPORATE USERS Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date. As of July 2, 1995, the number of common shares outstanding was 1,864,403 . ALBA-WALDENSIAN, INC. AND SUBSIDIARIES INDEX PAGE PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets 1-2 July 2, 1995 and December 31, 1994 Condensed Consolidated Statements of Current 3 and Retained Earnings for the Three and Six Month Periods Ended July 2, 1995 and July 3, 1994 Condensed Consolidated Statements of Cash 4-5 Flows for the Six Month Periods Ended July 2, 1995 and July 3, 1994 Notes to Condensed Consolidated Financial 6-8 Statements Item 2. Management's Discussion and Analysis of 9-13 Financial Condition and Results of Operations PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 14 Signatures 15 PART I. FINANCIAL INFORMATION Item 1. Financial Statements ALBA-WALDENSIAN, INC. AND SUBSIDIARIES Consolidated Balance Sheets
July 2, December 31, 1995 1994 (1) ASSETS (Unaudited) CURRENT ASSETS: Cash $ 87,600 $ 103,952 Accounts receivable,net 9,297,011 7,426,654 Refundable income taxes, net 127,394 127,394 Notes receivable 9,969 30,080 Inventories: Materials 4,040,766 3,377,562 Work-in-process 5,781,148 5,945,246 Finished goods 9,034,697 7,941,372 Total inventories,net 18,856,611 17,264,180 Prepaid expenses and other 614,090 151,236 Deferred income taxes 298,010 298,010 Total Current Assets 29,290,685 25,401,506 PROPERTY AND EQUIPMENT 30,485,157 27,102,310 LESS ACCUMULATED DEPRECIATION (16,421,873) (15,497,062) Property, Plant and Equipment, Net 14,063,284 11,605,248 OTHER ASSETS: Goodwill(Note 2) 8,911,294 0 Notes receivable 81,843 77,995 Trademarks and patents 302,868 324,654 Cash value-life insurance 314,016 320,325 Total Other Assets 9,610,021 722,974 _________ _________ TOTAL ASSETS $52,963,990 $37,729,728 ========== =========
(1) The balance sheet at December 31, 1994 has been taken from the audited consolidated financial statements at that date. See notes to consolidated condensed financial statements. 1 ALBA-WALDENSIAN, INC. AND SUBSIDIARIES Consolidated Balance Sheets
July 2, December 31, 1995 1994(1) (Unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Short term borrowings and lines of credit(Note 3) $1,470,476 $ 1,178,062 Current maturities of long-term debt(Note 4) 2,350,000 500,000 Current maturities of capital lease obligations 112,491 113,526 Accounts payable 2,466,117 2,587,875 Accrued liabilities: Labor and profit-sharing 579,841 689,983 Property and payroll taxes 380,083 102,939 Group health claims - estimated 408,812 150,000 Other 455,893 213,060 Income taxes payable 46,195 0 Total Current Liabilities 8,269,908 5,535,445 LONG-TERM DEBT (Note 4) 13,437,500 1,000,000 CAPITAL LEASE OBLIGATIONS - 58,069 DEFERRED COMPENSATION 364,473 344,391 DEFERRED INCOME TAXES 1,698,369 1,698,369 Total Liabilities 23,770,250 8,636,274 COMMITMENTS AND CONTINGENCIES(Notes 2,3, and 4) STOCKHOLDERS' EQUITY: Common stock - authorized 3,000,000 shares, $2.50 par value; issued: 1,886,580 shares in 1995 and 1994; outstanding: 1,864,403 and 1,863,153 shares in 1995 and 1994, respectively 4,716,450 4,716,450 Additional paid-in capital 9,182,158 9,182,158 Retained earnings 15,453,143 15,361,763 Total 29,351,751 29,260,571 Less treasury stock - at cost (22,177 and 23,427 shares in 1995 and 1994, respectively) (158,011) (166,917) Total Stockholders' Equity 29,193,740 29,093,454 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $52,963,990 $37,729,728 ============ ============
(1) The balance sheet at December 31, 1994 has been taken from the audited consolidated financial statements at that date. See notes to consolidated condensed financial statements. 2 ALBA-WALDENSIAN,INC. AND SUBSIDIARIES Condensed Consolidated Statements of Current And Retained Earnings (Unaudited)
Three Month Period Ended Six Month Period Ended July 2, July 3, July 2, July 3, 1995 1994 1995 1994 CURRENT EARNINGS: Net sales $ 16,252,148 $ 14,744,160 $ 30,630,412 $ 28,139,044 Cost of sales 12,385,693 10,962,611 23,649,262 21,123,576 Gross profit 3,866,455 3,781,549 6,981,150 7,015,468 Selling, general and administrative expenses 3,228,768 2,864,573 6,186,644 5,482,347 Operating income 637,687 916,976 794,506 1,533,121 Interest expense (391,925) (69,165) (522,367) (184,261) Interest income 5,908 7,328 8,784 20,960 Other (145,263) 16,802 (136,560) 43,724 Total other income (expense) (531,280) (45,035) (650,143) (119,577) Income before income taxes 106,407 871,941 144,363 1,413,544 Provision for income taxes 42,712 322,665 54,858 523,058 Net income $ 63,695 $ 549,276 $ 89,505 $ 890,486 ======== ======== ========= ======== Weighted average number of shares of common stock outstanding 1,864,403 1,849,075 1,863,890 1,844,314 ======== ======== ======== ======== Net income per common share $ .03 $ .30 $ .04 $ .48 ======== ======== ======== ======= RETAINED EARNINGS: Balance at beginning of period $ 15,389,448 $13,764,454 $ 15,361,763 $13,426,272 Net income 63,695 549,276 89,505 890,486 Exercise of stock options 0 (375) 1,875 (3,028) Balance at end of period $ 15,453,143 $14,313,355 $ 15,453,153 $14,313,355 ========= ========= ========== =========
See notes to consolidated condensed financial statements. 3 ALBA-WALDENSIAN, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows (Unaudited)
Six Month Periods Ended July 2, July 3, 1995 1994 OPERATING ACTIVITIES: Net income $ 89,505 $ 890,486 Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization 1,098,097 938,982 Provision for bad debts, net of recoveries 67,761 115,700 Estimated loss/realized (gain) on sale of property 170,000 (6,309) Provision for inventory obsolescence 375,391 173,000 Changes in operating assets and liabilities providing (using) cash: Accounts receivable 18,161 (1,105,681) Refundable income taxes 0 76,133 Inventories (444,711) (548,636) Prepaid expenses and other (456,545) (12,831) Accounts payable (121,758) (765,027) Accrued and other liabilities 351,719 401,358 Income taxes payable 46,195 135,547 Deferred compensation 20,082 (52,216) Net cash provided by (used in) operating activities 1,213,897 240,506 INVESTING ACTIVITIES: Capital expenditures (822,017) (799,560) Payment for purchase of Balfour Healthcare (14,956,086) 0 Proceeds from sale of property 0 0 Proceeds from notes receivable 16,263 21,651 Net cash used in investing activities (15,761,840) (777,909) FINANCING ACTIVITIES: Net borrowings (payments) under line of credit agreements 292,414 (50,000) Issuance of long term debt 15,000,000 0 Principal payments on notes and leases (771,604) (332,558) Cash proceeds from exercise of stock options 10,781 113,156 Net cash provided by (used in) financing activities 14,531,591 (269,402) NET INCREASE (DECREASE) IN CASH (16,352) (806,805) CASH AT BEGINNING OF PERIOD 103,952 960,516 CASH AT END OF PERIOD $ 87,600 $ 153,711 ========== ===========
4 ALBA-WALDENSIAN, INC. AND SUBSIDIARIES Consolidated Condensed Statements of Cash Flows (Unaudited)
Three Month Period Ended July 2, July 3, 1995 1994 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the year for: Interest $487,597 $ 157,416 Income Taxes $ 12,333 $ 311,377
See notes to consolidated condensed financial statements. 5 ALBA-WALDENSIAN, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statement For the Three and Six Month Periods Ending July 2, 1995 and July 3, 1994 (Unaudited) 1. UNAUDITED FINANCIAL INFORMATION In the opinion of the Company, the accompanying unaudited Consolidated Condensed Financial Statements contain all adjustments necessary to present fairly the financial position as of July 2, 1995 and the results of operations for the three and six months periods ended July 2, 1995 and July 3, 1994. The financial statements are presented as permitted by the instructions to Form 10-Q and Article 10 of regulation S-X. The accounting policies followed by the company are set forth in the Company's Annual Report on Form 10-K which is incorporated by reference. The results of operations for the three and six month periods ended July 2, 1995 are not necessarily indicative of the results to be expected for the full year. These unaudited financial statements should be read in conjunction with the Company's most recent audited financial statements. The three month period for 1995 began April 3, 1995 and ended July 2, 1995. The three month period for 1994 began April 2, 1994 and ended July 3, 1994. The six month period for 1995 began January 1, 1995 and ended July 2, 1995. The six month period for 1994 began January 1, 1994 and ended July 2, 1994. 2. ACQUISITION On March 6, 1995, the company acquired the Balfour Healthcare Division of Kayser-Roth Corporation. The acquisition consisted of the following , subject to post-closing adjustments: Fair value of assets acquired: Accounts Receivable 1,956,279 Fixed Assets 2,730,830 Inventory 1,523,111 Goodwill 9,062,794 Total assets acquired 15,273,014 Cash paid 14,956,086 Liabilities assumed 316,928 The acquisition was accounted for using the purchase method of accounting. Accordingly, the purchase price was allocated to assets acquired based on their estimated fair values and may be subject to further adjustment. The total cost in excess of estimated fair value(goodwill of $9,062,794) is amortized on a straight line basis over 15 years. The Company financed 100% of the acquisition with a variable long term loan agreement(Note 4). The results of operation of the Balfour Healthcare Division are included in the accompanying financial statements since the date of acquisition. 6 The following unaudited pro forma summary presents the information as if the acquisition had occurred at the beginning of 1995 and 1994, after giving effect to certain adjustments, including amortization of goodwill and interest expense from debt issued to fund the acquisition and related income tax effects. The total interest expense included in this pro forma summary is $387,800 in 1994 and $573,000 in 1995. Goodwill amortization is $302,000. This pro forma summary is provided for information purposes only. It is based on historical information and does not necessarily reflect the actual results that would have occurred nor is it necessarily indicative of future results of operations.
Three Month Periods Ended Six Month Periods Ended July 2, 1995 July 3, 1994 July 2, 1995 July 3, 1994 (Amounts in thousands of dollars, except per share data) Net Sales $ 16,252.1 $ 18,498.2 $ 33,285.4 $ 35,446.1 Net Income 63.7 693.9 147.2 1,065.6 Earnings per common share $ .03 $ .37 $ .08 $.58
3. SHORT TERM BORROWINGS AND LINES OF CREDIT On March 6, 1995, the Company restructured its short term line of credit to $5,000,000. This line of credit was used to purchase the Baxter Healthcare P.A.S.r business in November, 1994 for $2,040,000 and to support existing working capital needs. In addition this line of credit provides a sublimit of $1,000,000 to support import letters of credit. Interest is accrued at the LIBOR rate plus 1 3/4% at July 2,1995. The amount outstanding at July 2, 1995, and December 31, 1994 was $1,470,476 and $1,178,062, respectively. 4. LONG TERM DEBT Long term debt is comprised of: July 2 December 31 1995 1994 Note Payable-Equipment Loan(a) $ 1,250,000 $ 1,500,000 Note Payable-Balfour Purchase(b) 14,537,500 - Total 15,787,500 1,500,000 Less:Current Maturities 2,350,000 500,000 Total Long Term Debt $13,437,500 $ 1,000,000 (a) Pursuant to a fixed rate term loan agreement dated February 12, 1993, this $2,000,000 note was used to purchase new equipment. Interest accrues at 6.3% fixed rate and principal payments are made quarterly with the final payment due December 31, 1997. (b) Pursuant to variable loan rate term loan agreement dated March 6, 1995, this $15,000,000 note was used to purchase the Balfour Healthcare Division from Kayser-Roth Corporation. Interest accrues at the rate of LIBOR plus 2% at July 2., 1995. Principal payments 7 are being made quarterly and began June 30, 1995 with the final payment due June 30, 2000. The note is collateralized by all assets of the company. This loan agreement contains various loan covenants, as defined, which include maintaining a minimum tangible net worth, a minimum cash flow and leverage ratio and a limit on capital spending. The agreement also maintains that any cash dividends paid will not cause default of any loan covenant as a result of paying those dividends. The annual principal maturites of the long term debt at July 2, 1995 were as follows: 1995 $ 1,175,000 1996 2,350,000 1997 2,350,000 1998 2,350,000 1999 2,350,000 2000 5,212,500 Total $ 15,787,500 5. EARNINGS PER SHARE Net income per common share is calculated on the weighted average number of shares of common stock outstanding during the period. The effect of dilutive common stock equivalents is immaterial. 6. LICENSE AGREEMENTS The Company has a licensing agreement with Coats Viyella International, UK, in which it is obligated to pay a 5% royalty on all sales of product under the Byford Apparel label that is not produced by Coats Viyella. The Company also has an agreement with Mr. Ray Shaw, which obligates to Company to pay a 5% royalty on all product sold under the BBW(R) label. In connection with the purchase of Balfour Health Products, the Company is obligated to pay Ms. Ada Shapiro a royalty of 5% of sales up to $1,000,000, 2.5% of sales from $1,000,000 to $2,000,000, and 1.5% of sales over $2,000,000 on two styles of diabetic socks produced by Balfour Health Products. 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources The company has a good financial position with good liquidity. On July 2, 1995, the company had a current working capital ratio of 3.54 to 1 and working capital of $21,020,777. This ratio was down from 4.59 to 1 at July 3, 1994 primarily due to the short term borrowings associated with the acquisition of the P.A.Sr business in November, 1994 and current maturities of long -term debt associated with the acquisition of Balfour Health Products in March, 1995. Liquidity needs are primarily affected by and related to capital expenditures and increased levels of accounts receivable due to the Company's growth. These needs are adequately being met through available working capital, and are supplemented by a short-term line of credit of $5,000,000, to cover fluctuations , as well as a $2,000,000 equipment term loan. In addition, the Company issued $15,000,000 of long-term debt on March 6, 1995 to purchase the assets of Balfour Health Products which consisted of accounts receivable, building and equipment, and inventory. Results of Operations Three Month Periods Ended July 2, 1995, and July 3, 1994 Net sales by division for the second quarter of 1995 compared to the second quarter of 1994 are set forth in the following table.
Three Month Period Ended July 2 July 3 Increase/ %Increase 1995 1994 (Decrease) (Decrease) Consumer Products $6,181,773 $8,124,260 $(1,942,487) (23.9)% Health Products 8,438,147 3,979,779 4,458,368 112.0 % Alba Direct 607,576 1,462,064 (854,448) (58.4)% Byford 1,008,611 1,178,057 (169,446) (14.4)% AWI Retail 16,041 0 16,041 N/A Total 16,252,148 14,744,160 1,507,588 10.2%
The net sales increase of $1,507,988 as shown in the table above was attributed to the increase in sales of the Health Products Division, which includes the newly acquired Balfour Health Products Division. During the second quarter, the Company began to consolidate customers and products that were common to both Balfour and Alba-Waldensian. It is estimated that the Health Products Division's sales increased 104% due to the aquisition of Balfour and 8% due to an increase in other business. The decrease in Consumer Product sales was the result of the prevailing weakness in the nation's retail sector and increased competition for the retailers limited dollars. The decline in Alba Direct sales is attributed to the Company's termination of two of its seven Japanese dealers. After experiencing an increase in sales for the first quarter, the Byford Division sales in the second quarter declined due to softness in the sweater market. 9 Gross profits increased for the second quarter of 1995, as compared to the second quarter of 1994 by $84,906 or 2.2%. Gross profits as a percentage of sales decreased to 23.8% as compared to 25.6 % in 1994. The increase in gross profits is attributable to increased gross profits in the Health Products Division of 73.3%. The Consumer Products and Alba Direct Divisions' gross profit percentage decreased due to lower sales volume and an increase in manufacturing cost. This increase in manufacturing cost was the result of manufacturing overhead cost not being reduced proportionate to the decrease in volume. Selling, general, and administrative expenses(as a percentage of net sales) increased from 19.4% in 1994 to 19.9% in 1995. The increase is due to the addition of goodwill expense for the Balfour acquisition of $151,000 or .9% of net sales. Operating income decreased by $279,289 or 30.5% as compared to the second quarter of 1994. The decrease in operating income was primarily due to the decrease in sales and gross profits of the Consumer Products and Alba Direct divisions as discussed above. Net other income /expense aggregated $531,280 of expense for the second quarter of 1995, as compared to an expense of $45,035 in the second quarter of 1994. The increased expense is primarily due to two factors. One, the increase in interest expense of $322,760 which relates to the financing of the Balfour acquisition. Two, a write-down of the book value of the Company's Main Street Plant by $170,000. The Main Street Plant is being vacated due to the consolidation of the Company's Health Products production in Rockwood, Tennessee and the reorganization of manufacturing in the Valdese area. The Company anticipates selling the Main Street plant in the third quarter and has written the book value of the plant down to the estimated market value. Net income after taxes for the three month period ended July 2, 1995 decreased $485,581 or 88.4% as compared to the three month period ended July 2, 1994. The primary resaons for the decrease in net income were the decrease in sales for the Consumer Products and Alba Direct divisions and the increase in manufacturing cost, as discussed above. Six Month Periods Ended July 2, 1995 and July 3, 1994 Net Sales by division for the first six month period of 1995 as compared to the first six month period of 1994 are set forth in the following table:
Six Month Period Ended July 2 July 3 Increase/ %Increase 1995 1994 (Decrease) (Decrease) Consumer Products $12,860,451 $15,687,819 $(2,827,368) (18.0)% Health Products 14,545,707 7,775,940 6,769,767 87.1 % Alba Direct 1,037,821 2,423,565 (1,385,744) (57.2)% Byford 2,167,282 2,251,720 ( 84,438) ( 3.7)% AWI Retail 19,151 0 19,151 100.0% Total $30,630,412 $28,139,044 $2,491,368 8.9%
10 The net sales increase of $2,491,368 as shown in the table above was attributed to the increase in sales of the Health Products Division, which includes the newly acquired Balfour Health Products Division. It is estimated that Health Products Division's sales increased 73.6% due to the acquisition of Balfour and 13.5% due to an increase in other business. The weakness in Consumer Products began in the fourth quarter of 1994 as major customers experienced an overstock position in retail inventories. This weakness has continued through the first six months of 1995. The decline in Alba Direct sales is attributed to the Company's termination of two of its seven Japanese dealers. The Byford Division sales have experienced a slight decline due to softness in the sweater market. Gross profits decreased for the first six months of 1995 as compared to 1994 by $34,318 or .5%. Gross profits as a per cent of sales decreased to 22.8% as compared to 24.9% in 1994. This decrease in gross profits is attributable to a decrease in sales in the Consumer and Alba Direct Divisions and an increase in manufacturing cost resulting from overhead cost not being reduced proportionate to the reduction in sales volume. Gross profit in the Health Products Division actually increased 73% over the prior year. Selling, general and administrative expenses(as a percentage of sales) increased from 19.5% in 1994 to 20.2% in 1995. The increase is primarily due to the addition of goodwill expense for the Balfour acquisition of $151,000 or .4% of net sales, the addition of contract programmers in the MIS department, and higher selling expenses for the Byford Division. Operating income decreased by $738,615 or 48.2% as compared to the first six months of 1994. The decrease in operating income was primarily due to the decrease in sales and gross profits of the Consumer and Alba Direct Divisions as discussed above. Net other income/expense aggregated $650,143 of expense for the first six month of 1995 as compared to an expense of $119,577 in 1994. The increase in expense is primarily due to two factors. One, the increase in interest expense of $338,106 which relates to the financing of the Balfour acquisition. Two, a write-down of the book value of the Company's Main Street plant by $170,000. The Main Street plant is being vacated due to consolidation of the Company's Health Products production in Rockwood, Tennessee and the reorganization of manufacturing in the Valdese area. The Company anticipates selling the Main Street plant in the third quarter and had written the book value of the plant down to the estimated market value. Net income after taxes for the six month period ended July 2, 1995 decreased to $89,505 or 90% as compared to $890,486 for the six month period ended July 2, 1994. The primary reasons for the decrease in net income were the decrease in sales for the Consumer and Alba Direct divisions and the increase in manufacturing cost, as discussed above. Other Discussion The Company will complete its relocation of the Valdese, NC Health Products manufacturing to the newly acquired Balfour facility in Rockwood, TN early in the third quarter. The Company believes the consolidation of Health Products manufacturing will reduce costs and enable management to lower inventories for the Company's Health Products operations. 11 In addition, the Company will complete the reorganization of its Consumer Products operation in Valdese, NC in July. The reorganization will enable the company to consolidate manufacturing into fewer plants and bring back in house manufacturing that has been outsourced. The Company anticipates that manufacturing cost and inventories will be reduced in the second six months of 1995 and that the company's operating results will improve as compared to the first six months of 1995. Items as a percentage of sales are reflected in the following table:
Three Month Periods Ended Six Month Period Ended July 2, July 3, July 2, July 3, 1995 1994 1995 1994 Net sales 100.0% 100.0% 100.0% 100.0% Cost of sales 76.2% 74.4% 77.2% 75.1% Gross margin 23.8% 25.6% 22.8% 24.9% Selling, general and administrative expenses 19.9% 19.4% 20.2% 19.5% Operating income 3.9% 6.2% 2.6% 5.4% Other income (expense), net (3.3%) (0.3%) (2.1%) (0.4)% Income before income taxes .6% 5.9% .5% 5.0% Provision for income taxes .3% 2.2% .2% 1.8% Net Income .3% 3.7% .3% 3.2% ======== ======== ====== =======
12 PART II. OTHER INFORMATION Items 1,2,3,, and 5 are inapplicable and have been omitted. Item 4. Submission of Matters to a Vote of Security Holders a. The annual meeting of Shareholders was held May 7, 1995. b. The Directors elected at the annual meeting were: Clyde Wm. Engle Joseph C. Minio Thomas F. Schuster The Directors whose term of office continued after the meeting are: C. Alan Forbes Lee N. Mortenson James M. Fawcett, Jr. Paul H. Albritton, Jr. William M. Cousins, Jr. Glenn J. Kennedy c. The election of Directors was the only item voted on at the meeting Director Votes For Votes Against Abstentions Clyde Wm. Engle 1,181,274 0 1,074 Joseph C. Minio 1,171,174 0 11,174 Thomas F. Schuster 1,181,274 0 1,074 Item 6. Exhibits and Reports on FORM 8-K a. Exhibits 11. Computation of earnings per share 27. Financial Data Schedule(filed in electronic format only) b. Form 8-K The registrant filed a current report on Form 8-K regarding the acquisition of the Balfour Health Products Division of Kayser-Roth Corporation on March 20, 1995. No financial statements or pro-forma financial information was filed with such Form 8-K but such statements and financial information were filed as an amendment to the form on May 22, 1995 which included the following items: Item 7. Financial Statements and Exhibits. a. Financial Statements of Business Acquired b. Pro Forma Condensed Consolidated Financial Statements - Pro Forma Condensed Consolidated Balance Sheet as of December 31, 1994 - Pro Forma Condensed Consolidated Statement of Income for the twelve month period ended January 28, 1995. c. Exhibits 2. Asset Purchase Agreement dated March 6, 1995 between registrant and Kayser-Roth Corporation. (previously filed) 23.1 Consent of Arthur Anderson LLP. 13 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 there unto duly authorized. ALBA-WALDENSIAN, INC. AND SUBSIDIARIES Date: 8-11-95 ______________________________________ Thomas I. Nail Chief Financial Officer and Principal Accounting Officer 15 EX-11 2 EXHIBIT 11 EXHIBIT 11 ALBA-WALDENSIAN, INC. AND SUBSIDIARIES Calculation of Primary and Fully Dilutive Earnings Per Share (unaudited)
Three Month Period Ended Six Month Period Ended July 2, July 3, July 2, July 3, 1995 1994 1995 1994 Primary Earning Per Share Weighted average number of common shares outstanding 1,864,403 1,849,075 1,863,890 1,844,314 Net Income(Loss) $ 63,695 $549,276 $ 89,505 $890,486 Primary Earning Per Share $ .03 $ .30 $ .04 $ .48 Fully Dilutive Earning Per Share Weighted average number of common shares outstanding 1,864,403 1,849,075 1,863,890 1,844,314 Common Stock Equivalents(Options) 12,192 37,897 17,300 39,671 1,876,595 1,886,972 1,881,190 1,883,985 Net Income(Loss) $ 63,695 $ 549,276 $ 89,505 $ 890,486 Fully dilutive Earnings Per Share $ .03 $ .29 $ .04 $ .47
EX-27 3 EXHIBIT 27.1
5 6-MOS DEC-31-1995 JAN-01-1995 JUL-02-1995 87,600 0 9,297,011 0 18,856,611 29,290,685 30,485,157 16,421,873 52,963,990 8,269,908 0 4,716,450 0 0 24,477,290 52,963,990 30,639,412 30,639,196 23,649,262 29,835,906 136,560 0 522,367 144,363 54,858 0 0 0 0 89,505 0.04 0.04