UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2005 BURKE MILLS, INC. ----------------------------------- (Exact name of registrant as specified in its charter) North Carolina ---------------------------------- (State or other jurisdiction of incorporation or organization) 0-5680 56-0506342 - ------ ---------------- (Commission File No.) (I.R.S. Employer Identification No.) 191 Sterling Street, N.W., Valdese, North Carolina 28690 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) 828 874-6341 ------------------------------ (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [__] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [__] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [__] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [__] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) SECTION 2 - FINANCIAL INFORMATION Item 2.02 - Results of Operations and Financial Condition. The Company issued a press release on November 14, 2005 reporting its operating results for the quarter ended October 1, 2005. The text of the press release is included in this report as an exhibit. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS Item 9.01 - Financial Statements and Exhibits (c) Exhibits. See Exhibit No. 99.1, Press Release issued November 14, 2005, attached hereto. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: November 16, 2005 BURKE MILLS, INC. By:/s/Thomas I. Nail -------------------------- Thomas I. Nail President and COO EXHIBIT INDEX Exhibit No. Description of Exhibit 99.1 Press Release issued November 14, 2005 EXHIBIT 99.1 BURKE MILLS, INC. VALDESE, NC PRESS RELEASE BURKE MILLS ANNOUNCES THIRD QUARTER RESULTS Burke Mills, Inc. (OTC Bulletin Board) of Valdese, North Carolina, reports operating results for the thirteen weeks and thirty-nine weeks ended October 1, 2005. Net sales for the third quarter decreased by 6.4% to $5,769,000 compared to $6,162,000 for the third quarter of 2004. Pounds shipped decreased by 12.8%. Although pounds shipped declined by 12.8%, sales dollars were supported by price increases and a decline in commission sales (the dyeing of yarn owned by the customer). The company recorded a net loss of $601,000 for the thirteen week period compared to a net loss of $322,000 for the same period of 2004. This resulted in a net loss per share of $0.22 compared to a net loss per share of $0.12 in 2004. Net sales for the nine months were basically equal. Pounds shipped decreased by 2.6%. Although sales were about equal for the nine months, only the first quarter was a strong sales quarter. The second and third quarter sales were less than 2004. The Company's customers continue to experience strong competition in upholstery from imports. The company recorded a net loss for the three quarters of $1,567,000 compared to a net loss of $867,000 in 2004. This resulted in a net loss per share of $0.57 compared to a net loss per share of $0.32 in 2004. CONDENSED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (Unaudited) Thirteen Weeks Ended Thirty-Nine Weeks Ended ---------------------- ----------------------- Restated Restated Oct. 1 Oct. 2 Oct. 1 Oct. 2 2005 2004 2005 2004 -------- -------- -------- ---------- Net Sales $5,769,161 $6,162,105 $19,486,380 $19,472,684 Costs and Expenses Cost of Sales 5,810,051 6,118,987 19,397,540 18,815,596 ----------- ----------- ------------ ----------- Gross Profit (Loss) $ (40,890) 43,118 88,840 657,088 Selling, General and Administrative Expenses 565,039 532,202 1,743,551 1,731,390 Gain on disposal of property 3,124 -0- 103,748 4,023 ----------- ----------- ------------ ----------- Operating Loss (602,805) (489,084) (1,550,963) (1,070,279) ----------- ----------- ------------ ----------- Other Income Interest Income 1,461 339 4,881 806 Other, net 305 30 791 28,772 ----------- ----------- ------------ ----------- Total Other Income 1,766 369 5,672 29,578 ----------- ----------- ------------ ----------- Other Expenses Interest Expense -0- 303 244 1,046 Other Net -0- -0- -0- 12,580 ----------- ----------- ------------ ----------- Total Other Expenses -0- 303 244 13,626 Loss before Benefit of Income Taxes & Equity in Net Loss of Affiliate (601,039) (489,018) (1,545,535) (1,054,327) Income Tax Benefit -0- (76,000) -0- (394,000) ----------- ----------- ------------ ------------ Loss before Equity in Net Loss of Affiliate (601,039) (413,018) (1,545,535) (660,327) Equity in Net Earnings/ (Loss) of Affiliate -0- 91,288 (21,314) (206,892) ----------- ----------- ------------ ------------ Net Loss (601,039) (321,730) (1,566,849) (867,219) Retained Earnings at Beginning of Period 3,909,886 6,037,350 4,875,696 6,582,839 ----------- ----------- ------------ ------------ Retained Earnings at End of Period $3,308,847 $5,715,620 $ 3,308,847 $5,715,620 ========== ========== =========== ========== Basic and Diluted Loss Per Share $ (0.22) $ (0.12) $ (0.57) $ (0.32) ========== ========== =========== ========== Dividends Per Share of Common Stock None None None None ========== ========== ========== ========== Weighted Average Common Shares Outstanding 2,741,168 2,741,168 2,741,168 2,741,168 ========== ========== ========== ========== CONDENSED BALANCE SHEETS October 1 January 1 (Unaudited) 2005 -------- -------- ASSETS Current Assets Cash and cash equivalents $ 297,284 $ 316,745 Accounts receivable 3,225,598 3,064,365 Inventories 1,785,388 1,640,983 Prepaid expenses and other current assets 103,490 112,580 ------------ ----------- Total Current Assets 5,411,760 5,134,673 ------------ ----------- Equity Investment in Affiliate -0- 196,300 ------------ ----------- Property, plant & equipment - at cost 29,778,232 29,848,475 Less: accumulated depreciation 24,598,213 23,724,193 ------------ ----------- Property, Plant and Equipment- Net 5,180,019 6,124,282 ------------ ----------- Other Assets 16,575 16,575 ------------ ----------- Total Assets $10,608,354 $11,471,830 ============ =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities Accounts payable $ 2,051,650 $ 1,465,630 Accrued salaries and wages 172,370 89,847 Other liabilities and accrued expenses 154,967 120,137 ---------- ----------- Total Current Liabilities 2,378,987 1,675,614 ----------- ----------- Total Liabilities $ 2,378,987 $ 1,675,614 ----------- ----------- Commitments and contingencies Shareholders' Equity Common stock, no par value (stated value, $.66) Authorized - 5,000,000 shares Issued and outstanding - 2,741,168 shares 1,809,171 1,809,171 Paid-in capital 3,111,349 3,111,349 Retained earnings 3,308,847 4,875,696 ----------- ----------- Total Shareholders' Equity 8,229,367 9,796,216 ----------- ----------- Total Liabilities and Shareholders' Equity $10,608,354 $11,471,830 =========== =========== Burke Mills, Inc., is a processor of dyed, twisted, and textured yarns for the automotive, home and contract upholstery markets. The Company employs approximately 159 people.