SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 29, 1996 Commission File No. 1-11126 DYERSBURG CORPORATION (Exact name of registrant as specified in its charter) TENNESSEE 62-1363247 (State or other jurisdiction of (I.R.S employer incorporation or organization identification no.) 1315 Phillips St., Dyersburg, Tennessee 38024 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (901) 285-2323 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Title of each class Number of Shares Outstanding as of August 2, 1996 Common Stock, $.01 par value 13,229,508 INDEX TO FORM 10-Q DYERSBURG CORPORATION PART I--FINANCIAL INFORMATION PAGE NUMBER ITEM 1--FINANCIAL STATEMENTS (UNAUDITED) Consolidated Condensed Balance Sheets at June 29, 1996, September 30, 1995 and July 1, 1995............................. 3 Consolidated Condensed Statements of Income for the Three Months Ended June 29, 1996 and July 1, 1995; Nine Months Ended June 29, 1996 and July 1, 1995.......... 4 Consolidated Condensed Statements of Cash Flows for the Nine Months Ended June 29, 1996 and July 1, 1995...................................... 5 Notes to Consolidated Condensed Financial Statements................................ 6 ITEM 2--MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.................................. 7 PART II--OTHER INFORMATION ITEM 6--EXHIBITS AND REPORTS ON FORM 8-K............... 10 SIGNATURES............................................. 11 CONSOLIDATED CONDENSED BALANCE SHEET DYERSBURG CORPORATION (in thousands) June 29 September 30 July 1, 1996 1995 1995 (Unaudited) (Note A) (Unaudited) ASSETS Current assets: Cash $ 805 $ 974 $ 654 Accounts receivable net 47,778 36,920 41,337 Inventories 30,340 22,238 28,623 Prepaid expenses and other 1,125 1,286 882 Total current assets 80,048 61,418 71,496 Intangibles 60,048 61,620 62,191 Property, plant and equipment, net 69,098 65,834 67,542 $209,194 $188,872 $201,229 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Trade accounts payable $ 10,669 $10,515 $ 9,557 Accrued expenses 6,553 5,676 6,595 Income taxes 1,906 851 Total current liabilities 19,128 16,191 17,003 Deferred income taxes and other 8,824 8,777 9,157 Long-term debt 93,339 77,646 89,890 Stockholders' Equity: Common stock 137 142 142 Additional paid-in capital 44,279 46,821 46,821 Retained earnings 43,487 39,295 38,216 87,903 86,258 85,179 $209,194 $188,872 $201,229 <FN> See notes to consolidated condensed financial statements </FN> CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited) DYERSBURG CORPORATION (in thousands except share data) Three Months Ended Nine Months Ended June 29, July 1, June 29, July 1, 1996 1995 1996 1995 Net sales $ 64,142 $ 57,022 $136,574 $146,071 Cost and expenses: Cost of sales 49,504 44,640 108,290 117,088 Selling, general and administrative 6,309 4,851 15,811 14,538 Interest and amortization of debt costs 1,676 1,681 4,590 4,618 57,489 51,172 128,691 136,244 Income before income taxes 6,653 5,850 7,883 9,827 Income taxes 2,772 2,785 3,278 4,488 Net income $ 3,881 $ 3,065 $ 4,605 $ 5,339 Share data: Weighted average common and common equivalent shares outstanding 13,660,755 14,196,228 13,904,896 14,196,228 Earnings per primary and fully diluted common share and common equivalent share: Net income $ 0.28 $ 0.22 $ 0.33 $ 0.38 Dividends per share $ 0.01 $ 0.01 $ 0.03 $ 0.03 <FN> See notes to consolidated condensed financial statements </FN> CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) DYERSBURG CORPORATION (in thousands) Nine Months Ended June 29, July 1, 1996 1995 Cash Flows from Operating Activities Net Income $ 4,605 $ 5,339 Adjustments to reconcile to net cash provided by operating activities: Depreciation and amortization 8,773 8,860 Deferred income taxes 47 324 Accounts receivable -10,857 1,542 Inventories - 8,102 -7,986 Other-net 3,185 - 862 Net cash provided by operating activities -2,349 7,217 Cash Flows from Investing Activities Capital expenditures -10,777 -9,334 Other - net 225 23 Net cash used in investing activities -10,552 -9,311 Cash Flows from Financing Activities Retirement of debt - 151 - 147 Net borrowing under revolving credit agreement 15,843 2,761 Dividends paid - 413 - 426 Issuance of common stock 43 Retirement of common stock - 2,590 Net cash provided by financing activities 12,732 2,188 Net decrease in cash - 169 94 Cash at beginning of period 974 560 Cash at end of period 805 654 <FN> See notes to consolidated condensed financial statements. </FN> NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED) DYERSBURG CORPORATION June 29, 1996 NOTE A--BASIS OF PRESENTATION The accompanying unaudited consolidated condensed financial statements include the accounts of Dyersburg Corporation ("Dyersburg") and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated. The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Financial information as of September 30, 1995 has been derived from the audited financial statements of the Corporation, but does not include all disclosures required by generally accepted accounting principles. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial information for the periods indicated have been included. The results for interim periods are not necessarily indicative of results to be expected for the year. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the fiscal year ended September 30, 1995. NOTE B--INVENTORIES (In Thousands) June 29, September 30, July 1, 1996 1995 1995 Raw Materials $ 7,482 $ 4,947 $ 6,749 Work in Process 7,643 7,621 9,460 Finished Goods 14,330 8,937 11,648 Supplies and other 885 733 766 $30,340 $22,238 $ 28,623 NOTE C--STOCK REPURCHASE On October 4, 1995, the Company approved a plan to repurchase up to 2,000,000 shares of Dyersburg Corporation common stock. The repurchase is expected to occur over a period of approximately 12-18 months and will be made at the discretion of the Company as warranted based upon market pricing. As of June 29, 1996, a total of 539,775 shares had been purchased under the NOTE C--STOCK REPURCHASE - Continued repurchase plan at an aggregate cost of $2,589,500, or $4.80 per share, on average. NOTE D--TAXES The Company's effective tax rate for the nine months ended June 29, 1996 was 41.6% as compared to 45.7% for the comparable 1995 fiscal period. The reduction in the effective rate is the result of certain state tax savings. ITEM 2--MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Net sales for the quarter ended June 29, 1996 were $64.1 million versus $57.0 million for the quarter ended July 1, 1995. The 12.5% increase resulted from improvement in consumer demand for apparel products and from the effects of slightly improved product pricing in 1996. Net sales for the nine month period declined 6.5% from $146.1 million to $136.6 million, primarily due to weak consumer demand in the first six months of 1996 and increased sales in the fiscal 1995 period resulting from one-time off-season sales incentives. The decrease was partially offset by slightly improved pricing in the fiscal 1996 period. Gross margins for the quarter increased to 22.8% from last year's 21.7%. The increase was primarily due to an improved mix of higher-margin products combined with slightly improved pricing. Gross margins for the fiscal 1996 nine month period were 20.7% compared to 19.8% for the same period in 1995. Raw material costs, which escalated significantly during fiscal 1995, have largely stabilized or slightly declined following modest increases early in fiscal 1996. Selling, general and administrative expenses as a percentage of sales were 9.8% for the third fiscal quarter of 1996 versus 8.5% for the same period in 1995. For the nine months ended June 29, 1996, these expenses were 11.6% versus 10.0% for the prior year. Selling, general and administrative expenses increased due to expansion in the marketing organization and to nonrecurring costs associated with the internal reorganization of the Company's subsidiaries. Interest expenses for the quarter and nine month period in 1996 approximated those of the same periods in the prior year. The Company's effective tax rate for the nine months ended June 29, 1996 was 41.6% as compared to 45.7% for the comparable 1995 fiscal period. The reduction in the effective rate is the result of certain state tax savings. Net income for the third fiscal quarter of 1996 increased to $3.9 million, or $.28 per share, versus 1995's $3.1 million, or $.22 per share. For the fiscal 1996 nine month period, net income was $4.6 million, or $.33 per share, versus $5.3 million, or $.38 per share, in the prior year. Liquidity and Capital Resources Working capital at June 29, 1996 was $60.9 million versus $54.5 million at July 1, 1995 due primarily to an increase Liquidity and Capital Resources - Continued in accounts receivable as a result of higher sales in the 1996 to quarter. The Company's current ratio was 4.2 to 1 and total debt- to-capital was 51.5% at June 29, 1996. Long-term debt increased $93.3 million at June 29, 1996 from $77.6 million at September 30, 1995 as a result of seasonal working capital requirements and the Company's stock repurchase program. Long-term debt at June 29, 1996 slightly exceeded the amount at July 1, 1995. Receivables increased from $36.9 million at September 30, 1995 to $47.8 million at June 29, 1996 as a result of seasonally higher sales activity. Inventories increased from $22.2 million at September 30, 1995 to $30.3 million at June 29, 1996. Maximum inventory levels were reached early in the third quarter of 1996 with a continued decrease expected through year-end. Capital expenditures continued as planned with spending of $2.0 million in the third fiscal quarter of 1996 compared to $3.2 million for the same period in 1995. The Company anticipates that capital expenditures in fiscal 1996 will approximate those of 1995. The Company repurchased 4,200 shares of its common stock at a total cost of $22,200 during the quarter ended June 29, 1996. A total of 539,775 shares were purchased during the first nine months of fiscal 1996 at an aggregate cost of $2,589,500, or an average of $4.80 per share. Working capital requirements peaked during the third quarter along with seasonal production volume. At June 29, 1996, the Company had unused available bank lines of credit of $12.3 million. The Company believes that cash generated from operations and available borrowing under the revolving credit facility will be sufficient to meet operating needs and fund the capital spending and stock repurchase programs. PART II--OTHER INFORMATION ITEM 6--EXHIBITS AND REPORTS ON FORM 8-K (a) See "Index to Exhibits" on page . (b) There were no reports filed on Form 8-K during the quarter ended June 29, 1996. 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. Paul L. Hallock Date Paul L. Hallock Vice President - Finance INDEX Exhibit No. Description Page No. 10.1 Second Amended and 13 Restated Reducing Revolving Credit Agreement 10.2 First Amendment to Second 118 Amended and Restated Reducing Revolving Credit Agreement 11 Computation of Earnings 127 Per Share