10-Q

FORM 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.    20549

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 28, 2002

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 No. 0-8544

SPEIZMAN INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

Delaware	56-0901212
(State or other jurisdiction of   incorporation or organization)	(I.R.S. Employer Identification No.)
701 Griffith Road Charlotte, North Carolina	28217
(Address of principal executive offices)	(Zip Code)

(704) 559-5777
(Registrant's telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if
changed since last report)

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, and (2) has been subject to such filing requirements for the past 90 days.

 YES  þ                   NO  ¨

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.

Class of Common Stock	Outstanding at February 6, 2003
Par value $.10 per share	3,255,428

AND SUBSIDIARIES

INDEX

PART I.  FINANCIAL INFORMATION:	Page No.
Item 1.  Financial Statements:
Condensed Consolidated Balance Sheets	3-4
Condensed Consolidated Statements of Operations	5
Condensed Consolidated Statements of Cash Flows	6
Condensed Consolidated Statements of Stockholders’ Equity	7
Notes to Condensed Consolidated Financial Statements	8-11
Item 2. Management's Discussion and Analysis of Financial Condition             and Results of Operations	12-20
Item 3.  Quantitative and Qualitative Disclosure about Market Risk	20
Item 4.  Controls and Procedures	21
PART II. OTHER INFORMATION	22
Item 6.  Exhibits and reports on Form 8-K	22

Page 2          

Part I.    FINANCIAL INFORMATION

Item 1.    Financial Statements

SPEIZMAN INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

		December 28, 2002		June 29, 2002
		(unaudited)
ASSETS
CURRENT:
Cash and cash equivalents	$	501,000	$	970,000
Accounts receivable, less allowances of       $904,000 and $819,000		13,892,000		10,144,000
Inventories		10,305,000		13,542,000
Income tax refund		56,000		523,000
Deferred tax asset, current		1,773,000		1,773,000
Prepaid expenses and other current assets		1,197,000		1,004,000
TOTAL CURRENT ASSETS		27,724,000		27,956,000
PROPERTY AND EQUIPMENT:
Building and leasehold improvements		6,890,000		6,887,000
Machinery and equipment		942,000		939,000
Furniture, fixtures and transportation equipment		1,563,000		1,575,000
Total		9,395,000		9,401,000
Less accumulated depreciation and amortization		(3,394,000)		(3,089,000)
NET PROPERTY AND EQUIPMENT		6,001,000		6,312,000
DEFERRED TAX ASSET, LONG TERM		1,518,000		1,561,000
OTHER LONG-TERM ASSETS		875,000		428,000
GOODWILL, NET OF ACCUMULATED AMORTIZATION		3,790,000		3,790,000
	$	39,908,000	$	40,047,000

See accompanying notes to condensed consolidated financial statements.

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SPEIZMAN INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

		December 28, 2002		June 29, 2002
		(unaudited)
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	9,633,000	$	9,994,000
Customers’ deposits		1,452,000		1,779,000
Accrued expenses		1,087,000		545,000
Current maturities of long-term debt		6,830,000		6,565,000
Current maturity of obligation under capital lease		130,000		121,000
TOTAL CURRENT LIABILITIES		19,132,000		19,004,000
Long-term debt		4,277,000		4,544,000
Obligation under capital lease		4,312,000		4,380,000
TOTAL LIABILITIES		27,721,000		27,928,000
STOCKHOLDERS’ EQUITY:
Common stock – par value $.10; authorized 12,000,000      shares, issued 3,396,228, outstanding 3,255,428		340,000		340,000
Additional paid-in capital		13,047,000		13,047,000
Accumulated other comprehensive loss		(137,000)		(169,000)
Accumulated deficit		(476,000)		(512,000)
Total		12,774,000		12,706,000
Treasury stock, at cost, 140,800 shares		(587,000)		(587,000)
TOTAL STOCKHOLDERS’ EQUITY		12,187,000		12,119,000
	$	39,908,000	$	40,047,000

See accompanying notes to condensed consolidated financial statements.

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SPEIZMAN INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	(Unaudited)				(Unaudited)
	For the Three Months Ended				For the Six Months Ended
	12-28-02		12-29-01		12-28-02		12-29-01
	(13 Weeks)		(13 Weeks)		(26 Weeks)		(26 Weeks)
REVENUES	$	16,149,000	$	15,107,000	$	32,977,000	$	27,284,000
COST OF SALES		13,493,000		13,013,000				23,700,000
GROSS PROFIT		2,656,000		2,094,000		5,266,000		3,584,000
SELLING EXPENSES		974,000		1,412,000		1,984,000		2,924,000
GENERAL AND ADMINISTRATIVE      EXPENSES		1,051,000		1,420,000		2,425,000		3,019,000
OPERATING INCOME (LOSS)		631,000		(738,000)		857,000		(2,359,000)
Net Interest Expense		399,000		582,000		799,000		1,138,000
INCOME (LOSS) BEFORE BENEFIT      FOR INCOME TAX		232,000		(1,320,000)		58,000		(3,497,000)
INCOME TAX EXPENSE (BENEFIT)		69,000		(280,000)		22,000		(1,030,000)
NET INCOME (LOSS)	$	163,000	$	(1,040,000)	$	36,000	$	(2,467,000)
Basic loss per share		$  0.05		$  (0.32)		$  0.01		$  (0.76)
Diluted loss per share		0.05		(0.32)		0.01		(0.76)
Weighted average shares      Outstanding:
Basic		3,255,428		3,255,428		3,255,428		3,255,428
Diluted		3,255,428		3,255,428		3,255,428		3,255,428

See accompanying notes to condensed consolidated financial statements.

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  SPEIZMAN INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	(Unaudited)
	For the Six Months Ended
	12-28-02		12-29-01
	(26 Weeks)		(26 Weeks)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	36,000	$	(2,467,000)
Adjustments to reconcile net loss to cash used in       operating activities:
Depreciation		326,000		431,000
Amortization		-		123,000
Provision for inventory obsolescence		-		238,000
Provision for losses on accounts receivable		85,000		60,000
Deferred income taxes		22,000		(1,030,000)
(Gain) Loss on disposal of assets		-		(5,000)
Decrease (increase) in:
Accounts receivable		(3,833,000)		4,326,000
Inventories		3,237,000		306,000
Income Tax Receivable		467,000		(66,000)
Prepaid expenses and other current assets		(193,000)		(375,000)
Other assets		(447,000)		30,000
(Decrease) increase in:
Accounts payable		(361,000)		(2,558,000)
Accrued expenses and customers’ deposits		268,000		218,000
Net cash used in operating activities		(393,000)		(769,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(28,000)		(13,000)
Proceeds on sale of assets		13,000		11,000
Net cash used in investing activities		(15,000)		(2,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings on line of credit agreement		1,057,000		1,153,000
Principal payments on capital lease obligation		(59,000)		(30,000)
Principal payments on long-term debt		(1,212,000)		(352,000)
Proceeds from notes payable		153,000		-
Net cash provided by (used in) financing activities		(61,000)		771,000
NET INCREASE (DECREASE) IN CASH		(469,000)		-
CASH AND CASH EQUIVALENTS at beginning of period		970,000		-
CASH AND CASH EQUIVALENTS at end of period	$	501,000	$	-
Supplemental Disclosures:
Cash paid (refunded) during period for:
Interest	$	874,000	$	1,144,000
Income taxes		(403,000)		65,000

See accompanying notes to condensed consolidated financial statements.

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SPEIZMAN INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

	Common Shares		Common Stock		Additional Paid-In Capital		Retained Earnings (accumulated deficit)		Accumulated Other Comprehensive Loss		Treasury Stock		Comprehensive Loss
BALANCE, JULY 2, 2000	3,393,228	$	339,000	$	13,045,000	$	10,693,000	$	-	$	(587,000)	$
Net loss	-		-		-		(5,863,000)		-		-		(5,863,000)
Accumulated Comprehensive     loss - Interest rate swap, net       of tax	-		-		-		-		(264,000)		-		(264,000)
Comprehensive Loss	-		-		-		-		-		-	$	(6,127,000)
Exercise of stock options	3,000		1,000		2,000		-		-		-
BALANCE, JUNE 30, 2001	3,396,228		340,000		13,047,000		4,830,000		(264,000)		(587,000)
Net loss	-		-		-		(5,342,000)		-		-	$	(5,342,000)
Accumulated Comprehensive     Income - Interest rate swap,       net of tax	-		-		-		-		95,000		-		95,000
Comprehensive Loss	-		-		-		-		-		-	$	(5,247,000)
BALANCE, JUNE 29, 2002	3,396,228	$	340,000	$	13,047,000	$	(512,000)	$	(169,000)	$	(587,000)
Net income	-		-		-		36,000		-		-		36,000
Accumulated Comprehensive     loss - Interest rate swap, net       of tax	-		-		-		-		32,000		-		32,000
Comprehensive Income	-		-		-		-		-		-	$	68,000
BALANCE, DECEMBER 28, 2002	3,396,228	$	340,000	$	13,047,000	$	(476,000)	$	(137,000)	$	(587,000)

See accompanying notes to condensed consolidated financial statements.

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SPEIZMAN INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1.         Interim Financial Statements

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present the Registrant's financial position, the results of operations and changes in cash flow for the periods indicated.  Any interim adjustments are of a normal recurring nature unless otherwise indicated in the Notes to the Financial Statements.

The accounting policies followed by the Registrant are set forth in the Registrant's Form 10-K for the fiscal year ended June 29, 2002, which is incorporated by reference.

Note 2.         Deferred Revenue

The Company, in some instances with its laundry equipment and services business, is engaged in installation projects for customers on a contract basis.  Some contracts call for progress billings.  In such cases, the Company uses the percentage of completion method to recognize revenue whereby sales are recorded based upon the ratio of costs incurred to total estimated costs at completion.  Deferred revenue was $559,000 at December 28, 2002 and immaterial at June 29, 2002.

Note 3.         Inventories

               Inventories consisted of the following:

		December 28,		June 29,
		2002		2002
		(unaudited)
Machines	$	5,697,000	$	8,705,000
Parts and supplies		4,608,000		4,837,000
Total	$	10,305,000	$	13,542,000

Note 4.        Taxes on Income

Taxes on income are allocated to interim periods on the basis of an estimated annual effective tax rate.  Other comprehensive income (losses), if any, are net of an estimated deferred tax expense (benefit).  Deferred income taxes at December 28, 2002 and June 29, 2002 consisted primarily of net operating loss carryforwards.   The income tax refund represents the anticipated state and federal tax refund for the prior fiscal year. 

Note 5.        Net Income (Loss) Per Share

Basic net loss per share includes no dilution and is calculated by dividing net loss by the weighted average number of common shares outstanding for the period.  Diluted net loss per share reflects the potential dilution of securities that could share in the net income of the Company, which consists of stock options using the treasury stock method.  In a period with a net loss, the weighted average shares outstanding will be the same for basic and diluted net loss per share.

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Note 6.        Risk Management and Derivative Financial Instruments

Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133), as amended by SFAS No. 137 and SFAS No. 138, establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities.  SFAS 133, as amended, requires the Company to recognize all derivative instruments on the balance sheet at fair value.  If the derivative is a hedge, changes in the fair value of derivatives are either offset against the change in fair value of assets, liabilities, or firm commitments through earnings or recognized in other comprehensive income (equity) until the hedged item is recognized in earnings.  The ineffective portion of a derivative’s change in fair value is recognized in earnings.

The Company has historically entered into forward exchange contracts to reduce the foreign currency exchange risks associated with its committed and anticipated Euro denominated purchases, and not for speculation.  As of December 28, 2002, the Company had no foreign exchange contracts outstanding.

The Company had one interest rate swap derivative designated as a cash flow hedge at December 28, 2002.  The change in the fair market value during the current year was a gain of $32,000 net of tax expense, and was recognized in Other Comprehensive Income/Loss at December 28, 2002.  For interest rate swap agreements, increases or reductions in interest expense are recognized in the periods in which they accrue.

Note 7.        Long-Term Debt

The Company has a revolving credit facility and a line of credit for issuance of Documentary Letters of Credit with SouthTrust Bank, N.A.    Effective December 31, 2002, the Company entered into a Fifth Amendment and Forbearance Agreement relating to its credit facility with SouthTrust Bank, extending the maturity date until March 31, 2003.  The credit facility, as amended, provides a revolving credit facility up to $13.0 million and an additional line of credit for issuance of documentary letters of credit up to $6.0 million.  The availability under the combined facility is limited to a borrowing base as defined by the bank.  The Company, as of January 24, 2003, had borrowings with SouthTrust Bank of $6.0 million under the revolving credit facility and had unused availability of $1.3 million.  The Fifth Amendment requires monthly compliance on certain EBITDA targets through March 2003. 

Advances under the revolving credit facility and line of credit as amended are broken down into two components for the calculation of interest expense: the London Interbank Offered Rate (LIBOR) component that accrues interest at the LIBOR rate plus 1½% to 2½%, and a base rate component that accrues interest at prime plus 1¼%.  The rates are scaled based upon the Company’s funded debt as defined in the original Credit Facility Agreement.   Prior to the Second Amendment and pursuant to the terms of the First Amendment dated November 13, 2000, the LIBOR component accrued interest at the LIBOR rate plus 3%, and the base rate component accrued interest at prime plus 1¼%.  The Company also has in effect an interest rate swap derivative that fixes the interest rate for advances under the LIBOR component at 7.79% plus the applicable margin for borrowing levels of $5.0 million, which expires on June 2, 2003.  As of December 28, 2002, amounts outstanding of $6.0 million were advanced under the LIBOR component at a rate of 1.84% plus 2.5%.  The facility is secured by all the assets of the Company.

Other long-term obligations primarily include trade debt with payment dates beyond one year.  Effective February 2002, the Company restructured its payment terms with Lonati S.p.A., its largest supplier, on current trade obligations amounting to $5.2 million, less $1.0 million owed to

Page 9          

the Company.  The net balance of $4.2 million is payable over a 24-month period commencing March 1, 2004.  The restructured terms also include an interest charge at 6% per annum, payable quarterly commencing September 2002.  The agreement also provides the Company through February 2006 with exclusive distribution rights for Lonati’s product line and the ability to purchase in U.S. dollars.  At December 28, 2002, the Company was in compliance with all of its covenants related to the Lonati agreement.

In fiscal 2002, the Company restructured a refundable customer deposit in the amount of $1.2 million included in trade notes payable below, to a two-year period, payable monthly commencing January 31, 2002.  The amount of this obligation bears no interest.

Long-term debt consists of:

	December 28, 2002		June 29, 2002
	Total		Total
Revolving Credit Facility	$	6,057,000	$	5,000,000
Trade notes payable		5,050,000		6,109,000
Total		11,107,000		11,109,000
Current maturities		(6,830,000)		(6,565,000)
	$	4,277,000	$	4,544,000

 

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Note 8.         Segment Information

The Company operates primarily in two segments of business, textile equipment (“textile”) and laundry equipment and services (“laundry”).  Corporate operations include general corporate expenses, amortization of debt issuance costs, interest expense related to the Company’s credit facility and elimination of intersegment balances.  The table below summarizes financial data by segment. 

Segment Information	Six Months	Total Textile		Total Laundry
	Ended December	Segment		Segment		Corporate		Total
Net Sales	2002	$	19,185,000		13,792,000		-	$	32,977,000
	2001	$	16,744,000		10,540,000		-	$	27,284,000
Earnings (Loss) before Interest       & Taxes	2002	$	901,000		485,000		(529,000)	$	857,000
	2001	$	(939,000)		(720,000)		(700,000)	$	(2,359,000)
Capital Expenditures	2002	$	18,000		10,000		-	$	28,000
	2001	$	11,000		2,000		-	$	13,000
Depreciation and Amortization	2002	$	149,000		16,000		161,000	$	326,000
	2001	$	389,000		42,000		123,000	$	554,000
Interest Expense	2002	$	455,000		2,000		342,000	$	799,000
	2001	$	633,000		4,000		501,000	$	1,138,000

Segment Information	Three Months	Total Textile		Total Laundry
	Ended December	Segment		Segment		Corporate		Total
Net Sales	2002	$	10,698,000		5,451,000		-	$	16,149,000
	2001	$	9,877,000		5,230,000		-	$	15,107,000
Earnings (Loss) before Interest       &Taxes	2002	$	664,000		233,000		(266,000)	$	631,000
	2001	$	(285,000)		(141,000)		(312,000)	$	(738,000)
Capital Expenditures	2002	$	12,000		10,000		-	$	22,000
	2001	$	4,000		-		-	$	4,000
Depreciation and Amortization	2002	$	74,000		8,000		80,000	$	162,000
	2001	$	194,000		21,000		61,000	$	276,000
Interest Expense	2002	$	284,000		1,000		114,000	$	399,000
	2001	$	368,000		3,000		211,000	$	582,000
Total Assets
December 28, 2002 (unaudited)		$	30,672,000	$	10,698,000	$	(1,462,000)	$	39,908,000
June 29, 2002		$	30,258,000	$	9,789,000	$	-	$	40,047,000

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

NOTE REGARDING PRIVATE SECURITIES LITIGATION REFORM ACT

This report contains forward-looking statements that have been made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements are based on current expectations, estimates, and projections about Speizman's industry, management beliefs, and certain assumptions made by Speizman's management.  Words such as "anticipates," "expects," "intends," "plans," "believes,” "seeks," "estimates," variations of such words, and similar expressions are intended to identify such forward-looking statements.  These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any such forward-looking statements.  Such risks and uncertainties include those set forth herein under the caption "Other Risk Factors.”  Unless required by law, the Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.  However, readers should carefully review the risk factors set forth in other reports and documents that the Company files from time to time with the Securities and Exchange Commission.

GENERAL

 Speizman Industries, Inc. is a major distributor of specialized industrial machinery, parts and equipment.  The Company operates primarily in two segments, textile equipment (“textile segment”) and laundry equipment and services (“laundry segment”).  In the textile segment, the Company distributes sock-knitting machines, other knitting equipment, automated boarding, finishing and packaging equipment used in the sock industry, and related parts.  In the laundry segment, the Company sells commercial and industrial laundry equipment, including the distribution of machines and parts as well as providing installation and after sales service.  The Company refers to its operations in the textile segment as Speizman Industries, and the laundry segment as Wink Davis Equipment Co., Inc. (“Wink Davis”).

RESULTS OF OPERATIONS

Revenues increased to $16.1 million for the second quarter of fiscal 2003 from $15.1 million for second quarter in fiscal 2002.  Revenues for the textile division increased to $10.7 million in the second quarter of fiscal 2003 from $9.9 million for second quarter fiscal 2002.  Revenues for the laundry division increased to $5.4 million from $5.2 million last year.

For the six months ended December 28, 2002, total revenues increased 20.9% to $33.0 million from $27.3 million in the prior year.  Revenues for the textile division increased to $19.2 million from $16.8 million in the prior year.  Laundry revenues increased 31.5% to $13.8 million from $10.5 million in the prior year.  The increase in both divisions reflects an increase in sales of new machinery.

Gross profit for the second quarter increased 28.6% to $2.7 million from $2.1 million in the second quarter of last year.  As a percentage of revenues, gross profit increased to 16.5% from 13.9% in the prior year.  Second quarter gross margin increased slightly in the textile division from 15.6% in 2002 to 15.7% in 2003.  Reductions in customer service costs of $87,000 included in cost of sales and improvements in new equipment margins were offset by lower margins on inventory that the Company is liquidating to reduce inventory levels.  Second quarter gross margin for the laundry division increased to 17.9% from 10.7% for the same quarter of last year.  The improvement in the laundry division was due primarily to higher equipment margins of 18.7% from 12.1% last year, higher service revenue of $194,000 and lower customer

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service costs of $107,000 compared with the prior year.  Laundry product margins were lower last year because the product mix included large installation projects which typically have lower profit margins. 

Gross profit for the six months ended December 28, 2002, increased to $5.3 million from $3.6 million in 2001.  As a percentage of sales, gross profit increased to 16.0% from 13.2% last year.  The increase in gross profit is attributable to the increase in sales volume noted above and to the reduction of service related salaries included in cost of sales for both divisions totaling $512,000.

Selling expenses decreased to $1.0 million in the second quarter of fiscal 2003 from $1.4 million last year.  As a percentage of sales, selling expenses decreased to 6.0% from 9.4%.  The decrease is due primarily to a change in the Company’s sales compensation plans late in the second quarter of last year that reduced the fixed component of the salesmen’s compensation.

Selling expenses decreased to $2.0 million (6.1% of sales) in the six months ended December 28, 2002, as compared to $2.9 million (10.8% of sales) in the same period last year.  The decrease is primarily due to a change in the Company’s sales compensation plans that reduced the fixed component of the salesmen’s salaries.  As a percentage of revenues, the increase also reflects the increased revenues noted above.

General and administrative expenses decreased to $1.1 million (6.5% of sales) in the second quarter of fiscal 2003 from $1.4 million (9.4% of sales) in the second quarter of last year.  The reduction in general and administrative expenses reflects management’s continued emphasis on controlling costs, primarily payroll related costs.

For the six months ended December 28, 2002, general and administrative expenses decreased 20.0% to $2.4 million from $3.0 million in the same period last year.  The decrease primarily reflects a reduction in payroll related expenses as the Company continues to right size its operations.

The reduction in interest expense in the second quarter of 2003 reflects the reduction in borrowings under the Company’s revolving line of credit and reduced interest rates.

Interest expense decreased to $799,000 in the six months ended December 28, 2002, from $1.1 million in the prior year.  The decrease is due to a $159,000 reduction in interest on the Company’s capital lease obligations as a result of an amendment to the lease in January 2002.  The remainder is due to reduced borrowing rates and a lower level of borrowing under the Company’s revolving line of credit.

The provision for income tax in the current quarter was $69,000 or 30.0% of the current pre-tax income.  This compared to a benefit of $280,000 for income tax for the same period last year or 22.0% of the pre-tax loss.  For the six months period ended December 2002 and 2001, the effective rates were 38.0% and 29.5%, respectively.  The difference between the effective tax rates and the statutory tax rates are due to non-deductible expenses for tax purposes such as meal and entertainment expenses.

Net income for the quarter ended December 28, 2002 was $163,000, or $0.05 per basic and diluted share, compared to a net loss of $1.0 million or $0.32 per basic and diluted share for the quarter ended December 29, 2001.

Net income for the six months ended December 28, 2002, was $36,000 or $0.01 per basic and dilutive share, as compared to a net loss of $2.5 million, or $0.76 per basic and dilutive share for the same period last year.

LIQUIDITY AND CAPITAL RESOURCES

The Company has historically satisfied its cash requirements from operations, borrowings under credit facility arrangements, and by negotiating extended terms of trade debt.  The Company has a revolving credit

Page 13          

facility with SouthTrust Bank, N.A.  The agreement with SouthTrust as amended on December 31, 2002, expires on March 31, 2003 and provides a revolving line of credit up to $13.0 million and an additional line of credit for issuance of Documentary Letters of Credit up to $6.0 million.  The availability under the combined lines of credit is limited by the percentage of accounts receivable and inventory advance rates determined from time to time by SouthTrust.  As of January 24, 2003, the Company’s revolving line of credit was $6.0 million and the usage for documentary letters of credit was $6.0 million.  The unused amount available to the Company as determined by the Bank was $1.2 million.  Amounts outstanding under the line of credit for direct borrowings bear interest based upon two components:  London Interbank Offered Rate (LIBOR) plus the applicable margin (1.5% to 2.5%) for a short term fixed period and prime plus the applicable margin (0% to 1.25%) for the non-fixed period.  The rates vary based upon the Company’s funded debt as defined in the loan agreement.    In connection with the SouthTrust facility, the Company granted a security interest in all assets of the Company. 

Working capital at December 28, 2002 was $8.6 million, a decrease of $400,000 from $9.0 at June 29, 2002.  The working capital ratio at December 28, 2002 was 1.45 compared with 1.47 at June 29, 2002.  Net cash used by operating activities was $393,000 for the six months ended December 28,2002 compared with $769,000 used by operating activities during the same period in 2001.  

The increase of $3.8 million in accounts receivable during the first half of fiscal 2003 primarily resulted from greater than average shipment (and sales) of textile equipment in December, including a large order. 

The reduction in inventory of $3.2 million was primarily due to sales of stock textile equipment.   Inventory reserves of $524,000 were released during the first six months of fiscal 2003 for certain stock equipment that was liquidated at below cost in order to reduce inventory levels.

 The income tax refund decreased $467,000 due to receipt of cash associated with the Federal Income tax refund.

Prepaid expenses and other current assets increased $193,000 during the first half of fiscal 2003.  The increase is primarily due to the payment of property and liability insurance premiums that are recorded as a prepaid asset and ratably reduced over the year. 

Other long-term assets increased $447,000 during the first half of fiscal 2003.  The increase is due to the reclassification of accounts receivable to long term for two customers in which payments are not anticipated within one year due to restructuring of one receivable and litigation associated with the other.

Deferred revenue increased $545,000 during the first half of fiscal 2003.  The increase is associated with a large sales commission from a vendor on equipment that is being recognized as the equipment ships and for a large laundry installation project in process.

 Cash used in investing activities was $15,000 and resulted from capital expenditures of $28,000 offset by proceeds from sales of fixed assets of $13,000.

Net cash used in financing activities was $61,000 for the six months ended December 28,2002.  Principal payments of trade debt obligations were $1,314,000 offset by borrowings from banks of $1,253,000.

The Company’s credit facility with SouthTrust matures March 31, 2003.  The Company currently does not have the financial resources to repay this debt when it becomes due and will therefore need to refinance this debt prior to maturity.  There is no assurance that the Company will be able to refinance this debt with another lender on a timely basis, on commercially reasonable terms, or at all.  Additionally, the textile industry has continued to experience tightened lending practices from traditional financial institutions which may further hinder Speizman’s ability to refinance this debt, especially in light of Speizman’s recent

Page 14          

financial losses.  If Speizman is unable to refinance this debt or obtain needed additional capital, it would be required to significantly reduce its operations, dispose of assets and/or sell additional securities on terms that could be dilutive to current stockholders.  However, there is no assurance that additional financing will be available when needed or desired on terms favorable to the Company or at all.

Critical Accounting Policies

The Company’s discussion and analysis of its financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.  Management believes the following critical accounting policies, among others, affect its more significant judgments and estimates used in the preparation of its consolidated financial statements.

Impairment of Goodwill

In assessing the value of the Company’s goodwill, management must make assumptions regarding estimated future cash flows and other factors to determine the carrying amount of the assets.  If these estimates or their related assumptions change in the future, the Company may be required to record impairment charges for these assets.  Effective July 1, 2001, the Company adopted Statement of Financial Standards No. 142, "Goodwill and Other Intangible Assets" and is now required to analyze goodwill for impairment issues on an annual basis.

Inventory and Bad Debt Reserves

In assessing the value of the Company’s accounts receivable and inventory, management must make assumptions regarding the collectibility of accounts receivable and the market value of the Company’s inventory.  In the case of accounts receivable, the Company considers the current and future financial condition of its customers and judgmentally determines the reserve required.  In the case of inventory, the Company considers recent sales of similar products, trends in the industry and other factors when establishing an inventory reserve.  

Deferred Tax Assets

The Company has recorded a deferred tax benefit associated with its net operating losses and other timing differences associated with tax regulations and generally accepted accounting principles, because management believes these assets will be recoverable by offsetting future taxable income.  If the Company does not return to profitability, or if the loss carryforwards cannot be utilized within federal statutory deadlines (currently 20 years), the asset may be impaired.  During fiscal 2002, the Company reduced its deferred tax asset by $200,000 in light of these uncertainties.

OUTLOOK

Fiscal 2003 Equipment Bookings – The Company experienced a decline in equipment bookings in the textile division during the first six months of fiscal 2003.  Consistent with the cost saving initiatives that began in fiscal year 2001, the Company continues to look for ways to reduce its expenses to help mitigate the adverse effects from the decline in textile equipment bookings. 

Page 15          

Hosiery Equipment – Shipments of the new generation closed toe sock knitting machine produced by Lonati, S.p.A. of Brescia, Italy, the world’s largest manufacturer of hosiery knitting machines, began in mid-March 2001.  The new generation closed toe machines have been commercially accepted and the Company anticipates they could gradually replace most of the conventional athletic sock machines in the United States and Canada over the next four to six years.

Knitted Fabric Equipment – Although the Company experienced an increase in demand in the first half of fiscal 2003, the overall market demand for seamless actionwear machines has decreased significantly since its peak two years ago.  The Company does not feel that this is the end of the demand for seamless type garments.  However, it now appears that only the large, well-capitalized underwear and lingerie firms who have significant resources with brand names and direct relationships with major retail outlets will have the ability to purchase significant quantities of additional seamless garment machines.

Wink Davis – The Company, through Wink Davis, maintains a strong presence in the United States industrial laundry segment through its sale of new equipment, parts and services.  Due to the combination of the slowing economy and the effects of September 11, the demand for on premise laundry equipment has declined significantly in the past 12 – 15 months.  Proposals for larger installation projects continue to remain active; however, if successful, margins will continue to be slightly lower as a result of increased competition in a relatively tight market.

Other Areas of Development – The Company continually explores opportunities for additional growth including new relationships with manufacturers that have competitive product offerings in its existing market channels.  The Company has begun several initiatives geared toward increasing parts sales and service revenues in both textile and laundry divisions.

EMPLOYEES

As of December 28, 2002, the Company had 115 full-time domestic employees.  The Company’s employees are not represented by a labor union, and the Company has never suffered an interruption of business as a result of a labor dispute.  The Company considers its relations with its employees to be good.

BACKLOG

As of January 31, 2003, the Company’s backlog of unfilled equipment orders was approximately $10.3 million.  The period of time required to fill orders varies depending on the model ordered, manufacturers’ production capabilities, and availability of overseas shippers.  The Company typically fills its backlog within 12 months; however, orders constituting the current backlog are subject to customer cancellation, changes in delivery and machine performance.  As a result, the Company’s backlog may not necessarily be indicative of future revenue and will not necessarily lead to revenues in any future period.  Any cancellation, delay or change in orders which constitute our current or future backlog may result in lower than expected revenues.

SEASONALITY AND OTHER FACTORS

There are certain seasonal factors that may affect the Company’s business.  Traditionally, manufacturing businesses in Italy close for the month of August, and the Company’s hosiery customers close for one week in July.  Consequently, no shipments or deliveries, as the case may be, of machines distributed by the Company that are manufactured in Italy are made during these periods which fall in the Company’s first quarter.  In addition, manufacturing businesses in Italy generally close for two weeks in December, during the Company’s second quarter.  Fluctuations of customer orders or other factors may result in quarterly variations in net revenues from year to year.

Page 16          

EFFECTS OF INFLATION AND CHANGING PRICES

Management believes that inflation has not had a material effect on the Company’s operations.

OTHER RISK FACTORS 

Risks Related to Speizman’s Bank Debt

As of January 24, 2003, Speizman had $6.0 million in borrowings under its line of credit facility with Southtrust Bank.  The scheduled maturity date for this facility is March 31, 2003.  The Company currently does not have the financial resources to repay this debt when it becomes due and will therefore need to refinance this debt prior to the maturity date.  There is no assurance that the Company will be able to refinance this debt with another lender on a timely basis, on commercially reasonable terms, or at all.  Additionally, the textile industry has continued to experience tightened lending practices from traditional financial institutions which may further hinder Speizman’s ability to refinance this debt, especially in light of Speizman’s recent financial losses.  If Speizman is unable to refinance this debt or obtain needed additional capital, it would be required to significantly reduce its operations, dispose of assets and/or sell additional securities on terms that could be dilutive to current stockholders.

Risks Related to Lonati Agreement

In May 2002, the Company and Lonati S.p.A. entered into an agreement, effective February 2002, providing for the amendment of their agreement under which Speizman distributes Lonati sock-knitting machines in the United States and Canada, and Lonati’s forbearance and payment restructuring with respect to $4.2 million of trade debt owed by Speizman to Lonati.  This amendment and forbearance agreement provides that the following events, among others, will constitute an event of default under Speizman’s distribution agreement with Lonati, as amended:

• failure to pay any amounts owed Lonati when due, which failure continues for 10 days after written notice;

• an event of default occurring under Speizman’s existing credit facility with SouthTrust; or

• failure to refinance its existing credit facility at maturity for a new term extending beyond July 31, 2003.

Upon the occurrence of an event of default, Lonati can terminate its distribution agreement with Speizman and can declare all amounts then due Lonati payable in full.

The Lonati and Santoni agreements allow Lonati to make sales directly to customers located in the Company’s distribution territories and pay the Company a commission as determined on a case by case basis.  If direct sales to customers became material, it would have an adverse effect on the Company’s profits since the commissions received by Speizman are typically less than the profits generated by equipment sales.

Risks Related to Wink Davis Contracts

The Company’s distributor agreements with Pellerin Milnor and Chicago Dryer are renewed on an annual basis.  If the Company lost the distribution rights to either of these product lines, it would have a material adverse impact on the revenues of the Company.

Page 17          

Speizman’s Ability to Return to Profitability

Due principally to a decline in sales, the Company incurred a net loss of $5.3 million in fiscal 2002.  In addition, Speizman incurred a net loss of $5.9 million in fiscal 2001 due principally to losses associated with foreign currency derivatives.  For the year ended June 29, 2002, the Company generated cash from operating activities of $7.0 million.  For the six months ended December 28, 2002, the Company used cash from operating activities of $393,000.  Although the Company has returned to profitability for the six months ended December 28, 2002, Speizman will need to generate continued increases in its revenues, or reductions in overhead in order to generate cash from operating activities.  

Speizman’s Large Amount of Debt Could Negatively Impact its Business and its Stockholders

Principally as a result of losses funded over the past two fiscal years, the Company is burdened with a large amount of debt.  Speizman’s large amount of debt could negatively impact its stockholders in many ways, including:

• reducing funds available to support its business operations and for other corporate purposes because portions of cash flow from operations must be dedicated to the payment of its existing debt;

• impairing its ability to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes;

• increasing vulnerability to increases in interest rates;

• hindering its ability to adjust rapidly to changing market conditions; and

• making it more vulnerable to a further downturn in general economic conditions or in its business.

Relationship with Foreign Suppliers

The majority of Speizman Industries’ suppliers for textile parts and textile equipment are based in foreign countries, primarily Italy.  There can be no assurance that Speizman will not encounter significant difficulties in any attempt to enforce any provisions of the agreements with foreign manufacturers, or any agreement that may arise in connection with the placement and confirmation of orders for the machines manufactured by foreign manufacturers or obtain an adequate remedy for a breach of any such provision, due principally that they are foreign companies.

Dependence on Lonati

The Company's operations are substantially dependent on the net revenues generated from the sale of sock knitting and other machines manufactured by both Lonati S.p.A. and Santoni, S.p.A., Brescia, Italy, one of Lonati's subsidiaries, and the Company expects this dependence to continue. Sales of sock knitting and other machines manufactured by Lonati and Santoni generated an aggregate of approximately 31.9% and 30.4% of the Company's net revenues in fiscal 2002 and fiscal 2001, respectively.  The Company amended its agreement with Lonati for the sale of its machines effective February 2002 to be the exclusive agent through February 2006.  The Company has acted as the United States sales agent and distributor for certain machines manufactured by Lonati continuously since 1982.  The cost to the Company of Lonati machines, as well as the delivery schedule of these machines, are at the discretion of Lonati.  Management believes that the Company’s relationship with Lonati will continue to be strong as long as the Company generates substantial sales of Lonati machines; however, there can be no assurance that the Company will be able to do so or that

Page 18          

the Company's relationship with Lonati will continue or will continue on its present terms.  Any decision by Lonati to sell machines through another distributor or directly to purchasers would have a material adverse effect on the Company.

Machine Performance and Delayed Deliveries

During fiscal 2000 and the early part of fiscal year 2001, the Company experienced issues with machine performance and delays from Lonati in shipments of closed toe knitting machines and Santoni undergarment knitting machines.  The Company experienced material cancellations or postponements of orders due to these delays and performance issues.  There can be no assurance that delayed deliveries in the future or issues with machine performance on newer technology will not result in the loss or cancellation of significant orders.  The Company also cannot predict situations in Italy such as potential employee strikes or political developments which could further delay deliveries or have other adverse effects on the business of Lonati and the other Italian manufacturers represented by the Company.

Foreign Currency Risk

Historically, Speizman Industries’ purchases of foreign manufactured machinery and spare parts for resale were denominated in Italian lira or Euro dollars.  For purchases of machines that were denominated in Italian lira or Euro dollars, Speizman generally purchased foreign currency hedging contracts to compensate for anticipated dollar fluctuations; however, during fiscal year 2001, the Company experienced adverse effects utilizing lira hedging contracts for orders that were postponed or delayed.  Prior to fiscal year 2001 and for approximately 30 years, the Company did not experience any adverse effect from utilizing lira-hedging contracts.  During fiscal year 2001, and in light of newer technology that was being delivered by Lonati represented by its newer version closed toe single cylinder sock knitting machine, and with previous experiences of delays associated with the development of its previous generation closed toe machine, the Company arranged with Lonati and its affiliates to purchase its products for resale in U.S. dollars.  Speizman’s arrangement to buy in U.S. dollars with Lonati contractually ends in February 2006.   In the future, for purchases of machines that are supplied by other manufacturers that are denominated in Euro dollars, Speizman Industries feels its current practices enable the Company to adjust sales prices, or to commit to Euro dollar hedging contracts that effectively compensate for anticipated dollar fluctuations.

Additionally, international currency fluctuations that result in substantial price level changes could impede or promote import/export sales and substantially impact profits.  Speizman is not able to assess the quantitative effect of such international price level changes could have upon Speizman Industries’ operations.  There can be no assurance of fluctuations and foreign exchange rates will not have an adverse effect on Speizman Industries’ future operations.  All of Speizman Industries’ export sales originating from the United States are made in U.S. dollars.

Industry Conditions

The Company's business is subject to all the risks inherent in acting as a distributor including competition from other distributors and other manufacturers of both textile and laundry equipment, as well as the termination of profitable distributor-manufacturer relationships.

The Company's laundry equipment segment is subject to the risks associated with new construction in the hospitality industry. Currently, there is a slowdown in construction of new hotels due to a general slowdown in the U.S. economy and excess room availability.

The Textile Segment is subject to the risks associated with certain categories in the textile industry, specifically, for socks, underwear, and actionwear garments.  The textile industry risks relating to socks, underwear, and actionwear garments include the impact of style and consumer preference changes.  These factors may contribute to fluctuations in the demand for the Company's sock knitting and packaging equipment and knitted fabric equipment products.  There has been a slowdown in underwear and actionwear garments that commenced during the second half of fiscal 2001; however, the Company has experienced a modest upturn in demand for its circular knitting machines used in the production of seamless undergarments, action wear, and swimsuits in recent months.

Page 19          

Nasdaq Listing     

The Company’s Common stock has been listed on the Nasdaq SmallCap Market since March 20, 2001 and was listed on the Nasdaq National Market System from October 1993 to March 19, 2001.  The Company’s continued listing of its common stock on the Nasdaq SmallCap Market is subject to certain criteria which include a minimum bid of $1.00 as well as maintaining a minimum market value of public float of $1.0 million.  Since January 2002, the Company’s stock has been trading below $1.00.  On February 10, 2003, the closing per share bid price for the Company’s common stock was $0.44.  The Company has been notified by Nasdaq that unless its common stock maintains a closing bid price of at least $1.00 for a minimum period of 10 consecutive trading days by February 10, 2003, the Company’s common stock will be delisted.  On January 30, 2003, Nasdaq issued a press release proposing to extend the grace period for compliance with the minimum bid requirement from 180 days to 540 days.  Management believes that, if the proposal is adopted, its common stock would be included in the extended grace period.

On January 24, 2003, the Company was notified by Nasdaq that its common stock has not maintained a minimum market value of publicly held shares (“MVPHS”) of $1,000,000.  If at anytime before April 24, 2003, the MVPHS of the Company’s common stock is not $1,000,000 or more for at least 10 consecutive trading days, then the Company’s common stock will be delisted.  The Company estimates that the closing per share bid price of its common stock must be at least $0.42 in order to meet the minimum MVPHS.

If the Company is delisted, its common stock might trade in the OTC – Bulletin Board, which is viewed by most investors as a less desirable marketplace.  In such event, the market price of the common stock may be adversely impacted and a stockholder may find it difficult to dispose, or obtain accurate quotations as to the market value, of the Company’s common stock.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Company is exposed to market risks, which include changes in U.S. and international interest rates as well as changes in foreign currency exchange rates as measured against the U.S. dollar and each other.  The Company attempts to reduce these risks by utilizing financial instruments, pursuant to Company policies.

The value of the U.S. dollar affects the Company’s financial results.  Changes in exchange rates may positively or negatively affect the Company’s revenues (as expressed in U.S. dollars), cost of sales, gross margins, operating expenses, and retained earnings.  Where the Company deems it prudent, it engages in hedging those transactions aimed at limiting in part the impact of currency fluctuations.  The Company has historically entered into forward exchange contracts to protect against currency exchange risks associated with the Company’s anticipated and firm commitments of lira-denominated purchases for resale.

Page 20          

These hedging activities provide only limited protection against currency exchange risks.  Factors that could impact the effectiveness of the Company’s programs include volatility of the currency markets, and availability of hedging instruments.  All currency contracts that are entered into by the Company are components of hedging programs and are entered into for the sole purpose of hedging an existing or anticipated currency exposure, not for speculation.  Although the Company maintains these programs to reduce the impact of changes in currency exchange rates, when the U.S. dollar sustains a strengthening position against the Euro in which the Company has anticipated purchase commitments, the Company’s earnings could be adversely affected if future sale prices cannot be increased because of market pressures.

The Company is also subject to interest rate exposure on $6.1 million of debt outstanding at December 28,  2002 that was priced at interest rates that float with the market.  The Company has an interest rate swap to hedge adverse interest rate changes on a portion of this debt; specifically for borrowing levels of $5.0 million, interest is fixed at 7.79%, exclusive of a margin for the bank at 250 basis points.  The swap expires June 2, 2003. 

ITEM 4.  CONTROLS AND PROCEDURES

Within 90 days prior to the filing of this report, under the supervision and with the participation of the Company’s management, including the Company’s chief executive and chief financial officers, an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-14(c) under the Securities Exchange Act of 1934) was performed.  Based on this evaluation, such officers have concluded that the Company’s disclosure controls and procedures were effective as of the date of that evaluation in alerting them in a timely manner to material information relating to the Company required to be included in this report and the Company’s other reports that it files or submits under the Securities Exchange Act of 1934.  There were no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

Page 21          

PART II.     OTHER INFORMATION

Item 6.  Exhibits and reports on Form 8-K
	(a)	Exhibits:
		10(a)	Fifth Amendment and Forebearance Agreement between SouthTrust Bank and Speizman Industries, Inc. effective December 31, 2002.
		99.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
		99.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	(b)	Reports on Form 8-K:
		None.

Page 22          

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.

	SPEIZMAN INDUSTRIES, INC.
	(Registrant)
Date:  February 11, 2003	/s/    Robert S. Speizman
	By:  Robert S. Speizman
	Title:  President
Date:  February 11, 2003	/s/    Paul R.M. Demmink
	By:  Paul R.M. Demmink
	Title:  CFO/Secretary-Treasurer

Page 23          

CERTIFICATIONS

                I, Robert S. Speizman, Chairman of the Board and President (Principal Executive Officer) of Speizman Industries, Inc., certify that:

                1.  I have reviewed this quarterly report on Form 10-Q of Speizman Industries, Inc.

                2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

                3.  Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

                4.  The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)        Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)        Evaluated the effectiveness of the registrant’s disclosure control and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c)        Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

                5.  The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a)     All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

                6.  The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:  February 11, 2003

/s/Robert S. Speizman                                                               
Robert S. Speizman
Chairman of the Board and President

Page 24          

                I, Paul R.M. Demmink, Vice President-Finance, CFO, Secretary and Treasurer (Principal Financial Officer), of Speizman Industries, Inc., certify that:

                1.  I have reviewed this quarterly report on Form 10-Q of Speizman Industries, Inc.

                2.  Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

                3.  Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

                4.  The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)        Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)        Evaluated the effectiveness of the registrant’s disclosure control and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c)        Presented in this quarterly report our conclusions  about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

                5.  The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a)     All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

                6.  The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:  February 11, 2003

  /s/ Paul R.M. Demmink                                                    
Paul R.M. Demmink
Vice President-Finance, CFO, Secretary and
Treasurer

 

Page 25          

EX-10

Exhibit 10(a)

FIFTH AMENDMENT AND FORBEARANCE AGREEMENT

THIS FIFTH AMENDMENT AND FORBEARANCE AGREEMENT (this "Agreement"), dated and effective the 31st day of December, 2002 (the "Effective Date"), by and among SPEIZMAN INDUSTRIES, INC., a Delaware company ("Speizman"), SPEIZMAN YARN EQUIPMENT, INC., a South Carolina company ("Speizman Yarn"), WINK DAVIS EQUIPMENT COMPANY, INC., a Georgia company ("Wink Davis"), TODD MOTION CONTROLS, INC., a North Carolina company ("Todd Motion" and together with Speizman, Speizman Yarn, Wink Davis and any future or indirect subsidiaries of Speizman or of any other entities listed above, the "Borrowers"), jointly and severally and their respective successors and assigns, and SOUTHTRUST BANK ("Lender").

R E C I T A L S :

WHEREAS, the Borrowers above entered into that certain Credit Facility Agreement, dated as of May 31, 2000 (the "Credit Agreement") with Lender for the purpose of establishing a $17,500,000 Revolving Credit Facility and a $15,000,000 Letter of Credit Facility with the Lender in favor of the Borrowers (collectively, with all other obligations owed by Borrowers to SouthTrust, the "Obligations") (all terms not otherwise defined herein shall have the meaning ascribed to it in the Credit Agreement); and

WHEREAS, the parties amended the Credit Agreement pursuant to that certain Amendment and Forbearance Agreement dated as of the 13^th day of November, 2000 (the "First Amendment"); and

WHEREAS, the parties amended the Credit Agreement pursuant to that certain Second Amendment and Forbearance Agreement dated July 1, 2001 (the "Second Amendment"); and

WHEREAS, the parties amended the Credit Agreement pursuant to that certain Third Amendment and Forbearance Agreement dated February 19, 2002 (the "Third Amendment"); and

WHEREAS, the parties amended the Credit Agreement pursuant to that certain Fourth Amendment and Forbearance Agreement dated July 31, 2002 (the "Fourth Amendment," and collectively with the First Amendment, the Second Amendment, and the Third Amendment, the "Amendments");

WHEREAS, pursuant to the Amendments, Lender’s outstanding commitment under the Revolving Credit Facility has been reduced to $15,000,000 (subject to the borrowing base formula set forth in the Credit Facility as amended pursuant to the Amendments and herein, regarding availability under the Revolving Credit Facility), and the outstanding commitment under the Letter of Credit Facility has been reduced to  $6,000,000; and

WHEREAS, the Borrowers have requested the Lender to temporarily modify certain terms of the Credit Agreement and to forbear from taking remedial actions as a result of their non-compliance with certain covenants and warranties in the Credit Agreement (the "Existing

Noncompliance") and to extend the Forbearance Period as set forth in the Fourth Amendment; and

WHEREAS, the Lender is willing to accommodate the Borrowers under the terms set forth in this Agreement; and

WHEREAS,   the Lender is willing to grant the forbearance requested by the Borrowers, but only upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, the Borrowers and the Lender agree as follows:

1.          Borrowers acknowledge and agree that the foregoing recitals are true, correct, and complete.

2.          “Existing Noncompliance”: Borrowers acknowledge that as of the date hereof, they are not in compliance with Sections 10.16, 10.17, 10.18 and 10.19 of the Credit Agreement and as set forth in Sections 4.01(a), (c) and (d) of the Second Amendment.  These constitute the sole Existing Noncompliance conditions.  As a result, the Lender could declare an event of default under the Credit Agreement and exercise its rights and remedies thereunder and under the related Loan Documents.

3.          Except as expressly set forth herein, the terms and conditions of the Credit Agreement remain in full force and effect.  This Agreement shall be a Loan Document.

4.          Lender agrees that, in respect of the Existing Noncompliance, during the Forbearance Period (as defined below), Lender will not enforce or exercise any remedies available to it under the Loan Documents, and will not seek collection of the Loans from the Borrowers, except as set forth herein.  As used herein, the term "Forbearance Period" means the period of time commencing on as of the date of this Agreement and ending on March 31, 2003, subject to an earlier termination of the Forbearance Period as provided in Section 6 below.

5.          Interest shall continue to accrue on the principal of the Loans, as set forth in the Credit Agreement, as amended, until such principal is paid in full. During the Forbearance Period, Borrowers shall make all payments in accordance with the payment terms set forth in the respective Loan Documents.

6.          Notwithstanding the provisions of Section 2 above, the Forbearance Period shall  automatically terminate without further notice to the Borrowers or any other person (all notice otherwise required by the Loan Documents or otherwise being hereby waived) if (i) any case or other proceeding is instituted by or against Borrowers under any state or federal law relating to the bankruptcy or insolvency of debtors, including, without limitation, the United States Bankruptcy Code, 11 U.S.C. § 101 et seq.; (ii) any "Event of Default" (as defined in the Loan Documents) occurs under any of the Loan Documents other than the Existing Noncompliance; (iii) any of the acknowledgments, warranties, or representations of Borrowers set forth herein shall be untrue or inaccurate in any material respect as of the date made; or (iv) Borrowers breach, default, or failure to perform any other obligation or agreement contained in this Agreement in a material way arising to an Event of Default under the Loan Documents,

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including, without limitation, the failure to meet its EBITDA projections as set forth in more detail in paragraph 10.

7.          During the Forbearance Period, SouthTrust can require Borrowers, at Borrowers' sole expense, to hire an independent outside consulting firm to assist Borrowers with financial reporting, soliciting alternative financing opportunities, and seeking potential investors and/or purchasers.  SouthTrust shall notify Borrowers in writing of such request.  Borrowers will thereafter notify SouthTrust in writing of the name and address of the consultant that Borrowers intends to hire.

8.          The Credit Agreement, as amended, is hereby amended as follows:

                        (a)        The “Facility Number 1 Termination Date” means March 31, 2003.

                        (b)        The “Facility Number 2 Termination Date” means March 31, 2003.

9.          In addition to the reports required under Section 10.1 of the Credit Agreement, as amended by the Amendments, the Borrowers will provide within 20 days after the end of each month, all financial information and reporting currently required under the Credit Agreement on a quarterly basis, including EBITDA calculations, on a monthly basis with financial information for the immediately proceeding month.

10.          Borrowers have provided Lender month-end EBITDA projections for all months covered by the Forbearance Agreement (the "EBITDA Projections").  A copy of the EBITDA Projections are attached hereto as Exhibit A.  It shall constitute an Event of Default hereunder, and cause the termination of this Agreement, if the actual EBITDA numbers for any one month do not fall within a variance of $100,000 of the EBITDA Projections for that month.

11.          The Lender shall have no further obligation to provide additional financing to the Borrowers except as set forth under the Loan Documents or herein.  Nothing contained herein shall constitute a commitment or guarantee by Lender to extend any future financing to Borrowers, except as set forth in the Loan Documents.

12.          Borrowers acknowledge and agree that (i) this Agreement is not intended to be, and shall not be deemed or construed to be, a novation or release of the Loan Documents or any of them; (ii) except as expressly provided in this Agreement, this Agreement is not intended to be, and shall not be deemed or construed to be, a modification, amendment, or waiver of the Loan Documents or any of them; (iii) neither this Agreement nor any payments made or other actions taken pursuant to this Agreement shall be deemed to cure the Existing Noncompliance unless and until all sums payable with respect thereto pursuant to the Loan Documents are paid in full or Borrowers shall have met the conditions of this Agreement with respect thereto; (iv) except as otherwise expressly provided in this Agreement, Lender reserves all available rights and remedies, at law, in equity, and under the Loan Documents, in connection with any Event of Default, including the Existing Noncompliance, whether now existing or hereafter occurring, under the Loan Documents; and (v) all requirements in the Loan Documents for notice by Lender to the Borrowers, or any of them, are hereby waived, except as set forth herein.

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13.          Borrowers ratify and confirm all terms and conditions of the Loan Documents (as amended hereby).  Borrowers acknowledge that: (i) all the Loan Documents are in full force and effect, and (ii) the Loan Documents constitute the legal, valid and binding obligations of Borrowers enforceable against Borrowers in accordance with their terms.  Borrowers represent and warrant to Lender that as of the date hereof, Borrowers have no defenses, setoffs, rights of recoupment, counterclaims or claims of any nature whatsoever in respect to the Loan Documents, and to the extent any such defenses, setoffs, rights of recoupment, counterclaims or claims may exist, whether known or unknown, the same are hereby expressly waived, released and discharged.  Borrowers represents and warrants to Lender that the Loans continue to be secured by the Loan Documents, and that except with respect to the Existing Noncompliance, no Event of Default has occurred and is continuing under the Loan Documents, and no event has occurred or failed to occur that, with the lapse of time, giving of notice or both, would constitute an Event of Default under the Loan Documents.

14.          Borrowers, in consideration of Lender's agreement to forebear and modify the Agreements as set forth above and herein, and as a material inducement therefore, does hereby release, remise and forever discharge Lender and its affiliates, parents, divisions, subsidiaries, successors, predecessors, stockholders, officers, directors, agents, employees, attorneys, successors, and assigns (Lender and such other parties being collectively referred to herein as the "Released Parties") of and from any and all claims, liabilities, actions, and causes of action, if any, of whatever kind or nature, whether known or unknown, those that are contingent, suspected, or unsuspected, and whether concealed or hidden, which have existed,  arising out of or in any way connected with any occurrences, acts, omissions, or transactions involving, directly or indirectly, the Loan Documents, or any of the Obligations, or any other transactions and dealings between the Borrower.

15.          Borrowers further acknowledge and agree that all of the Loan Documents will continue to secure all of the Obligations, and Borrowers have heretofore and do hereby waive any right for a marshaling of any Collateral now or hereafter subject to the liens and security interests of the Loan Documents.

16.          In recognition of Lender's right to have all its attorneys' fees and other expenses incurred in connection with the preparation, negotiations and drafting of this Agreement secured by the Collateral, notwithstanding payment in full of all Obligations by Borrowers, Lender shall not be required to record any terminations or satisfactions of any of its liens on the Collateral unless and until Borrowers has executed and delivered to Lender releases of all claims, known and unknown which exist as of the date thereof.  Borrowers understand that this provision constitutes a waiver of its rights under § 7-9A-513 of the Alabama Code.

17.         Borrowers acknowledge and agree that, if Lender shall, pursuant to the rights granted to Lender hereunder, under the Loan Documents, or under applicable law, dispose of any or all of the Collateral after the occurrence of an Event of Default, such disposition shall be deemed commercially reasonable if, in the written opinion of three (3) commercial loan officers with three (3) years of experience each, the manner of the disposition is not inconsistent with the manner in which such commercial loan officers would have handled the disposition.

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18.          Borrowers represent and warrant to Lender that: (i) Borrowers are, respectively, corporations organized, validly existing and in good standing under the laws of the State set forth above and have full power and authority to execute, deliver and perform this Agreement and the other Loan Documents, and the same have been duly authorized pursuant to all requisite corporate action; (ii) this Agreement and the other Loan Documents constitute valid and legally binding obligations of the Borrowers, enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally, and general principles of equity; (iii) the execution, delivery and performance by the Borrowers of this Agreement and the other Loan Documents, will not and did not, violate, conflict with, or constitute any default under any law (including laws relating to usury), government regulation, or any other agreement or instrument binding upon the Borrowers; and (iv) no approval, authorization or other action by, or filing with, any governmental official, board or authority is required in connection with the execution and delivery of this Agreement or any of the other Loan Documents, and the performance of the provisions thereof, except such approvals and authorizations as have been received, such actions as have been taken, and such filings as have been made.

19.          This Agreement shall be construed in accordance with, and shall in all respects be governed by, the laws of the State of North Carolina.  The Loans owing under the Loan Documents are payable to Lender by Borrowers at Lender's principal place of business in Birmingham, Jefferson County, Alabama, and the Loan Documents and this Agreement shall be enforceable in the state and federal courts presiding in Jefferson County, Alabama, and any other court of competent jurisdiction.  Borrowers agree to pay all expenses, including reasonable attorney's fees, incurred by Lender in connection with the negotiation and preparation of this Agreement.

20.          Borrowers agree to pay all expenses, including reasonable attorneys' fees, incurred by Lender in connection with the negotiations and preparation of this Agreement.  The validity and effectiveness of this Agreement is conditioned upon Borrowers paying all outstanding expenses of Lender as of the Effective Date, including attorneys' fees.

21.          WAIVER OF JURY TRIAL.  BORROWERS AND LENDER HEREBY EXPRESSLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN ANY LAWSUIT OR OTHER COURT ACTION RELATED TO THE LOANS, THIS AGREEMENT, ANY OF THE LOAN DOCUMENTS OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY, INCLUDING, WITHOUT LIMITATION, IN RESPECT TO ANY CLAIM, COUNTERCLAIM, THIRD-PARTY CLAIM, DEFENSE, OR SET-OFF ASSERTED IN ANY SUCH LAWSUIT OR COURT ACTION.  ANY SUCH LAWSUIT OR COURT ACTION SHALL BE TRIED EXCLUSIVELY TO A COURT WITHOUT A JURY.  BORROWERS SPECIFICALLY ACKNOWLEDGE THAT THEIR EXECUTION OF THIS WAIVER OF JURY TRIAL IS A MATERIAL PORTION OF THE CONSIDERATION RECEIVED BY THE LENDER IN EXCHANGE FOR ITS ENTERING INTO THIS AGREEMENT.

22.          This Agreement may be executed in any number of counterparts, but it shall not be necessary that each counterpart be executed by all the parties hereto as long as each party executes at least one such counterpart. When each of the parties hereto has executed at least one

5

counterpart hereof, this Agreement shall thereupon be deemed executed by all parties, and together all such counterparts shall comprise but a single instrument.  No provision of this Agreement shall be construed against or interpreted to the disadvantage of any party to this Agreement by any court or other governmental or judicial authority by reason of such party's having or being deemed to have structured or dictated such provision.  This Agreement will inure to the benefit of the parties hereto, their respective successors and assigns.  This Agreement and the obligations of the parties hereunder shall be interpreted, construed and enforced in accordance with the laws of the State of North Carolina.  Time is of the essence in the performance of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

COMPANY AND SUBSIDIARIES:                        LENDER:

SPEIZMAN INDUSTRIES, INC. (SEAL)               SOUTHTRUST BANK (SEAL)

By:  /s/ Paul Demmink                                                   By:  /s/ Cole Taylor                                          
          Paul Demmink                                                              Cole Taylor
          Title:   Vice President                                                    Title:   Vice President

SPEIZMAN YARN EQUIPMENT, INC.
(SEAL)

By:  /s/ Paul Demmink                                      
           Paul Demmink
           Title:   Vice President

TODD MOTION CONTROLS, INC.
(SEAL)

By:  /s/ Paul Demmink                                      
           Paul Demmink
           Title:   Vice President

WINK DAVIS EQUIPMENT
COMPANY, INC. (SEAL)

By:  /s/ Paul Demmink                                      
            Paul Demmink
           Title:   Vice President

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STATE OF NORTH CAROLINA

COUNTY OF MECKLENBURG  )
)
)

I, L. Gail Gormly, a Notary Public in and for said County in said State, hereby certify that Paul R.M. Demmink, whose name as Vice President of SPEIZMAN INDUSTRIES, INC., a Delaware corporation, is signed to the foregoing Forbearance Agreement, and who is known to me, acknowledged before me on this day that, being informed of the contents of such instrument, he, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation.

Given under my hand and seal, this 31^st day of December, 2002

                                                                      NOTARY PUBLIC – /s/ L. Gail Gormly
[SEAL]
                                                                                     My Commission Expires: November 11, 2005

STATE OF NORTH CAROLINA

COUNTY OF MECKLENBURG  )
)
)

I, L. Gail Gormly, a Notary Public in and for said County in said State, hereby certify that Paul R.M. Demmink, whose name as Vice President of SPEIZMAN YARN EQUIPMENT, INC., a South Carolina corporation, is signed to the foregoing Forbearance Agreement, and who is known to me, acknowledged before me on this day that, being informed of the contents of such instrument, he, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation.

Given under my hand and seal, this 31^st day of December, 2002.

                                                                      NOTARY PUBLIC – /s/ L. Gail Gormly
[SEAL]
                                                                                     My Commission Expires: November 11, 2005

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STATE OF NORTH CAROLINA

COUNTY OF MECKLENBURG  )
)
)

I, L. Gail Gormly, a Notary Public in and for said County in said State, hereby certify that Paul R.M. Demmink, whose name as Vice President of TODD MOTION CONTROLS, INC., a North Carolina corporation, is signed to the foregoing Forbearance Agreement, and who is known to me, acknowledged before me on this day that, being informed of the contents of such instrument, he, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation.

Given under my hand and seal, this 31^st day of December, 2002.

                                                                      NOTARY PUBLIC – /s/ L. Gail Gormly
[SEAL]
                                                                                     My Commission Expires: November 11, 2005

STATE OF NORTH CAROLINA

COUNTY OF MECKLENBURG  )
)
)

I, L. Gail Gormly, a Notary Public in and for said County in said State, hereby certify that Paul R.M. Demmink, whose name as Vice President of WINK DAVIS EQUIPMENT, INC., a Georgia corporation, is signed to the foregoing Forbearance Agreement, and who is known to me, acknowledged before me on this day that, being informed of the contents of such instrument, he, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation.

Given under my hand and seal, this 31^st day of December, 2002.

                                                                      NOTARY PUBLIC – /s/ L. Gail Gormly
[SEAL]
                                                                                     My Commission Expires: November 11, 2005

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STATE OF ALABAMA

COUNTY OF JEFFERSON  )
)
)

I, Terri Y. Williams, a Notary Public in and for said County in said State, hereby certify that Cole Taylor, whose name as Vice President of SOUTHTRUST BANK is signed to the foregoing Forbearance, and who is known to me, acknowledged before me on this day that, being informed of the contents of such instrument, he, as such officer and with full authority, executed the same voluntarily for and as the act of said SOUTHTRUST BANK.

Given under my hand and seal, this 31st day of December, 2002.

                                                                      NOTARY PUBLIC - /s/ Terri Y. Williams
[SEAL]
                                                                                     My Commission Expires: February 5, 2005

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EXHIBIT A

EBITDA PROJECTIONS

EX-99.1

Exhibit 99.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

          In connection with the Quarterly Report on Form 10-Q of Speizman Industries, Inc. (the “Company”) for the quarter ended December 28, 2002 as filed with the Securities and Exchange Commission (the “Report”), I, Robert S. Speizman, Chairman of the Board and President (Principal Executive Officer) of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, as of the date hereof, to my knowledge:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:  February 11, 2003

By: /s/ Robert S. Speizman                              
         Robert S. Speizman
         Chairman of the Board and President
         (Principal Executive Officer)

EX-99.2

Exhibit 99.2

 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

           In connection with the Quarterly Report on Form 10-Q of Speizman Industries, Inc. (the “Company”) for the quarter ended December 28, 2002 as filed with the Securities and Exchange Commission (the “Report”), I, Paul R.M. Demmink, Vice President-Finance, CFO, Secretary and Treasurer (Principal Financial Officer) of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, as of the date hereof, to my knowledge:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:  February 11, 2003

By: /s/ Paul R.M. Demmink                              
         Paul R.M. Demmink
         Vice President-Finance, CFO, Secretary
         and Treasurer (Principal Financial Officer)