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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE
ACT OF 1934



For the quarterly period ended March 31,
2004



Commission File No. 333-72321



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BGF Industries, Inc.

(Exact name of registrant as specified in its charter)



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|                         |  |                                                          |  |                                     
|------------------------ |  | -------------------------------------------------------- |  | ------------------------------------
|Delaware                 |  | 2221                                                     |  | 56-1600845                          
|(State of incorporation) |  | (Primary Standard Industrial Classification Code Number) |  | (I.R.S. Employer Identification No.)



|                                                     |  |           
|---------------------------------------------------- |  | ----------
|3802 Robert Porcher Way, Greensboro, North Carolina  |  | 27410     
|(Address of registrants principal executive office) |  | (Zip Code)



(336) 545-0011

(Registrants telephone number, including area code)



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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
by checkmark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).    Yes ̈No  x



APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date: 1,000 shares of common stock, $1.00 par value, as of May 10,
2004.



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##### Table of Contents

BGF INDUSTRIES, INC.

QUARTERLY REPORT FOR THE THREE MONTHS ENDED March 31, 2004



TABLE OF CONTENTS



|         |  |                                                                                                                                      |  |         
|-------- |  | ------------------------------------------------------------------------------------------------------------------------------------ |  | --------
|         |  |                                                                                                                                      |  | Page No.
|         |  |                                                                                                                                     
|PART I.  |  | FINANCIAL INFORMATION                                                                                                                |  |         
|         |  |                                                                                                                                     
|Item 1.  |  | Consolidated Financial Statements                                                                                                    |  |         
|         |  |                                                                                                                                     
|         |  | Consolidated Balance Sheets as of March 31, 2004 (unaudited) and December 31, 2003                                                   |  | 3       
|         |  |                                                                                                                                     
|         |  | Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended March 31, 2004 and 2003 (unaudited) |  | 4       
|         |  |                                                                                                                                     
|         |  | Consolidated Statements of Cash Flows for the three months ended March 31, 2004 and 2003 (unaudited)                                 |  | 5       
|         |  |                                                                                                                                     
|         |  | Notes to the Consolidated Financial Statements                                                                                       |  | 6       
|         |  |                                                                                                                                     
|Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                |  |         
|         |  |                                                                                                                                     
|         |  | Overview                                                                                                                             |  | 13      
|         |  |                                                                                                                                     
|         |  | Critical Accounting Policies                                                                                                         |  | 13      
|         |  |                                                                                                                                     
|         |  | Environmental Issues                                                                                                                 |  | 13      
|         |  |                                                                                                                                     
|         |  | Results of Operations                                                                                                                |  | 14      
|         |  |                                                                                                                                     
|         |  | Liquidity and Capital Resources                                                                                                      |  | 15      
|         |  |                                                                                                                                     
|         |  | Recent Accounting Pronouncements                                                                                                     |  | 16      
|         |  |                                                                                                                                     
|         |  | Disclosure Regarding Forward Looking Statements                                                                                      |  | 16      
|         |  |                                                                                                                                     
|Item 3.  |  | Quantitative and Qualitative Disclosures About Market Risk                                                                           |  | 17      
|         |  |                                                                                                                                     
|Item 4.  |  | Controls and Procedures                                                                                                              |  | 17      
|         |  |                                                                                                                                     
|PART II. |  | OTHER INFORMATION                                                                                                                    |  |         
|         |  |                                                                                                                                     
|Item 6.  |  | Exhibits and Reports on Form 8-K                                                                                                     |  | 18      



2



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##### Table of Contents

PART I - FINANCIAL INFORMATION



Item 1. Consolidated Financial Statements



BGF INDUSTRIES, INC.



(a wholly
owned subsidiary of Glass Holdings Corp.)

CONSOLIDATED BALANCE SHEETS

(dollars in thousands)



|                                                                                                           |  |               |         |   |                  |   |         |  
|---------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                                           |  | March 31,2004 |         |   | December 31,2003 |  
|                                                                                                           |  | (unaudited)   |         |   |                  |  
|ASSETS                                                                                                     |  |               |         |   |                  |   |         |  
|Current assets:                                                                                            |  |               |         |   |                  |   |         |  
|Cash and cash equivalents                                                                                  |  | $             |        |   |                  | $ | 3,964   |  
|Trade accounts receivable, less allowance for returns and doubtful accounts of $404 and $344, respectively |  |               | 17,062  |   |                  |   | 13,415  |  
|Inventories                                                                                                |  |               | 23,968  |   |                  |   | 22,139  |  
|Other current assets                                                                                       |  |               | 4,277   |   |                  |   | 4,671   |  
|                                                                                                           |  |               |         |   |                  |   |         |  
|Total current assets                                                                                       |  |               | 45,307  |   |                  |   | 44,189  |  
|Net property, plant and equipment                                                                          |  |               | 42,914  |   |                  |   | 43,863  |  
|Other noncurrent assets, net                                                                               |  |               | 4,254   |   |                  |   | 4,453   |  
|                                                                                                           |  |               |         |   |                  |   |         |  
|Total assets                                                                                               |  | $             | 92,475  |   |                  | $ | 92,505  |  
|                                                                                                           |  |               |         |   |                  |   |         |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                                                                      |  |               |         |   |                  |   |         |  
|Current liabilities:                                                                                       |  |               |         |   |                  |   |         |  
|Cash overdraft                                                                                             |  | $             | 151     |   |                  | $ |        |  
|Accounts payable                                                                                           |  |               | 6,168   |   |                  |   | 5,244   |  
|Accrued liabilities                                                                                        |  |               | 11,096  |   |                  |   | 14,004  |  
|Current portion of capital lease obligation                                                                |  |               | 333     |   |                  |   | 330     |  
|Current portion of long-term debt                                                                          |  |               | 1,200   |   |                  |   | 1,200   |  
|                                                                                                           |  |               |         |   |                  |   |         |  
|Total current liabilities                                                                                  |  |               | 18,948  |   |                  |   | 20,778  |  
|Long-term debt, net of discount of $925 and $973, respectively                                             |  |               | 98,714  |   |                  |   | 98,968  |  
|Capital lease obligation, net of current portion                                                           |  |               | 1,752   |   |                  |   | 1,837   |  
|Deferred income taxes                                                                                      |  |               | 3,177   |   |                  |   | 3,177   |  
|Postretirement benefit and pension obligations                                                             |  |               | 6,224   |   |                  |   | 5,287   |  
|                                                                                                           |  |               |         |   |                  |   |         |  
|Total liabilities                                                                                          |  |               | 128,815 |   |                  |   | 130,047 |  
|                                                                                                           |  |               |         |   |                  |   |         |  
|Commitments and contingencies                                                                              |  |               |         |   |                  |   |         |  
|                                                                                                           |  |              
|Stockholders deficit:                                                                                     |  |               |         |   |                  |   |         |  
|Common stock, $1.00 par value. Authorized 3,000 shares; issued and outstanding 1,000 shares                |  |               | 1       |   |                  |   | 1       |  
|Capital in excess of par value                                                                             |  |               | 34,999  |   |                  |   | 34,999  |  
|Accumulated deficit                                                                                        |  |               | (70,426 | ) |                  |   | (71,628 | )
|Accumulated other comprehensive loss                                                                       |  |               | (570    | ) |                  |   | (570    | )
|Loan to parent                                                                                             |  |               | (344    | ) |                  |   | (344    | )
|                                                                                                           |  |               |         |   |                  |   |         |  
|Total stockholders deficit                                                                                |  |               | (36,340 | ) |                  |   | (37,542 | )
|                                                                                                           |  |               |         |   |                  |   |         |  
|Total liabilities and stockholders deficit                                                                |  | $             | 92,475  |   |                  | $ | 92,505  |  
|                                                                                                           |  |               |         |   |                  |   |         |  



The accompanying
notes are an integral part of the consolidated financial statements.



3



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##### Table of Contents

BGF INDUSTRIES, INC.



(a wholly
owned subsidiary of Glass Holdings Corp.)

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

(dollars in thousands)



|                                             |  |                                    |        |      |   |        |  
|-------------------------------------------- |  | ---------------------------------- | ------ | ---- | - | ------ | -
|                                             |  | For the ThreeMonths EndedMarch 31, |       
|                                             |  | 2004                               |        | 2003 |  
|                                             |  | (unaudited)                        |       
|Net sales                                    |  | $                                  | 38,844 |      | $ | 33,636 |  
|Cost of goods sold                           |  |                                    | 32,219 |      |   | 29,060 |  
|                                             |  |                                    |        |      |   |        |  
|Gross profit                                 |  |                                    | 6,625  |      |   | 4,576  |  
|Selling, general and administrative expenses |  |                                    | 2,530  |      |   | 2,102  |  
|                                             |  |                                    |        |      |   |        |  
|Operating income                             |  |                                    | 4,095  |      |   | 2,474  |  
|Interest expense                             |  |                                    | 2,880  |      |   | 3,654  |  
|Other (income) expense, net                  |  |                                    | 13     |      |   | (2     | )
|                                             |  |                                    |        |      |   |        |  
|Income (loss) before income taxes            |  |                                    | 1,202  |      |   | (1,178 | )
|Income tax benefit                           |  |                                    |       |      |   |       |  
|                                             |  |                                    |        |      |   |        |  
|Net income (loss)                            |  |                                    | 1,202  |      |   | (1,178 | )
|Other comprehensive income net of tax:       |  |                                    |        |      |   |        |  
|Reclassification to earnings                 |  |                                    |       |      |   | 79     |  
|                                             |  |                                    |        |      |   |        |  
|Total comprehensive income (loss)            |  | $                                  | 1,202  |      | $ | (1,099 | )
|                                             |  |                                    |        |      |   |        |  



The accompanying
notes are an integral part of the consolidated financial statements.



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##### Table of Contents

BGF INDUSTRIES, INC.



(a wholly
owned subsidiary of Glass Holdings Corp.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)



|                                                                                        |  |                                     |        |   |      |   |         |  
|--------------------------------------------------------------------------------------- |  | ----------------------------------- | ------ | - | ---- | - | ------- | -
|                                                                                        |  | For the Three MonthsEnded March 31, |       
|                                                                                        |  | 2004                                |        |   | 2003 |  
|                                                                                        |  | (unaudited)                         |       
|Cash flows from operating activities:                                                   |  |                                     |        |   |      |   |         |  
|Net income (loss)                                                                       |  | $                                   | 1,202  |   |      | $ | (1,178  | )
|Adjustment to reconcile net income (loss) to net cash provided by operating activities: |  |                                     |        |   |      |   |         |  
|Depreciation                                                                            |  |                                     | 1,365  |   |      |   | 1,803   |  
|Amortization                                                                            |  |                                     | 216    |   |      |   | 694     |  
|Amortization of discount on notes                                                       |  |                                     | 48     |   |      |   | 50      |  
|Gain on disposal of equipment                                                           |  |                                     | (2     | ) |      |   |        |  
|Postretirement benefit and pension obligations                                          |  |                                     | 937    |   |      |   | 308     |  
|Change in assets and liabilities:                                                       |  |                                     |        |   |      |   |         |  
|Trade accounts receivable, net                                                          |  |                                     | (3,647 | ) |      |   | (3,578  | )
|Other current assets                                                                    |  |                                     | 394    |   |      |   | 5,242   |  
|Inventories                                                                             |  |                                     | (1,829 | ) |      |   | (1,247  | )
|Other assets                                                                            |  |                                     | (16    | ) |      |   | (11     | )
|Accounts payable                                                                        |  |                                     | 1,084  |   |      |   | 2,069   |  
|Accrued liabilities                                                                     |  |                                     | (2,909 | ) |      |   | (2,047  | )
|                                                                                        |  |                                     |        |   |      |   |         |  
|Net cash (used in) provided by operating activities                                     |  |                                     | (3,157 | ) |      |   | 2,105   |  
|                                                                                        |  |                                     |        |   |      |   |         |  
|Cash flows from investing activities:                                                   |  |                                     |        |   |      |   |         |  
|Purchases of property, plant and equipment                                              |  |                                     | (576   | ) |      |   | (187    | )
|Proceeds from sale of equipment                                                         |  |                                     | 2      |   |      |   |        |  
|                                                                                        |  |                                     |        |   |      |   |         |  
|Net cash used in investing activities                                                   |  |                                     | (574   | ) |      |   | (187    | )
|                                                                                        |  |                                     |        |   |      |   |         |  
|Cash flows from financing activities:                                                   |  |                                     |        |   |      |   |         |  
|Book overdraft                                                                          |  |                                     | 151    |   |      |   |        |  
|Proceeds from revolving credit facility                                                 |  |                                     | 1,500  |   |      |   | 10,000  |  
|Payments on revolving credit facility                                                   |  |                                     | (1,500 | ) |      |   | (17,573 | )
|Payments on term loan                                                                   |  |                                     | (302   | ) |      |   |        |  
|Payment received on loan to parent                                                      |  |                                     |       |   |      |   | 10,124  |  
|Payments on capital lease obligation                                                    |  |                                     | (82    | ) |      |   | (81     | )
|Deferred financing costs                                                                |  |                                     |       |   |      |   | (1,380  | )
|                                                                                        |  |                                     |        |   |      |   |         |  
|Net cash (used in) provided by financing activities                                     |  |                                     | (233   | ) |      |   | 1,090   |  
|                                                                                        |  |                                     |        |   |      |   |         |  
|Net increase (decrease) in cash and cash equivalents                                    |  |                                     | (3,964 | ) |      |   | 3,008   |  
|Cash and cash equivalents at beginning of period                                        |  |                                     | 3,964  |   |      |   | 1,171   |  
|                                                                                        |  |                                     |        |   |      |   |         |  
|Cash and cash equivalent at end of period                                               |  |                                     |       |   |      | $ | 4,179   |  
|                                                                                        |  |                                     |        |   |      |   |         |  
|Supplemental disclosures of cash flow information:                                      |  |                                     |        |   |      |   |         |  
|Cash paid during the period for interest                                                |  | $                                   | 5,120  |   |      | $ | 5,512   |  
|                                                                                        |  |                                     |        |   |      |   |         |  
|Cash received during the period for income taxes                                        |  | $                                   | 401    |   |      | $ | 5,984   |  
|                                                                                        |  |                                     |        |   |      |   |         |  
|Supplemental disclosure of non-cash investing and financing activities                  |  |                                     |        |   |      |   |         |  
|Property and equipment financed in accounts payable                                     |  | $                                   | 39     |   |      | $ | 206     |  
|                                                                                        |  |                                     |        |   |      |   |         |  



The accompanying
notes are an integral part of the consolidated financial statements.



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##### Table of Contents

BGF INDUSTRIES, INC.



(a wholly
owned subsidiary of Glass Holdings Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands)



1. Basis of Presentation



The accompanying unaudited interim consolidated financial statements of BGF Industries, Inc. (the Company) have been prepared in accordance with the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X, and accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management,
all adjustments (consisting of items of a normal recurring nature) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2004 are not necessarily indicative of the results to be
expected for the full year. The Company believes that the disclosures are adequate to make the information presented not misleading.



These financial statements should be read in conjunction with the audited consolidated financial statements of BGF Industries, Inc. as of and for the year ended December
31, 2003 on file with the Securities and Exchange Commission in the Companys 2003 Annual Report on Form 10-K.



The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. Changes in the facts and circumstances could have a significant impact on the resulting financial statements. The critical accounting policies that affect the Companys more
complex judgments and estimates are described in the Companys Annual Report on Form 10-K for the year ended December 31, 2003 and in this Report under Managements Discussion and Analysis of Financial Condition and Results of
Operations  Critical Accounting Policies.



2. Liquidity and
Financial Condition



During the three months ended March 31, 2004, the
Company continued to operate under its restructured business plan, which was implemented during 2002. The Companys South Hill heavyweight fabrics facility has remained closed to reduce excess capacity and the Company has maintained its cost
cutting initiatives. Industry and economic conditions had an adverse effect on the Companys operations beginning in 2001. The Company incurred net losses of approximately $3,036 for the year ended December 31, 2003 and had a $37,542
stockholders deficit as of December 31, 2003. In the three months ended March 31, 2004, the Company generated net income of $1,202 and had a $36,340 stockholders deficit as of March 31, 2004.



The Companys continued existence is dependent upon several factors including its
ability to continue to generate sufficient operating cash flow to fund its operations and interest payments on its Senior Subordinated Notes and its ability to continue to meet its financial covenants and make required payments under the Wells Fargo
Foothill (WFF) loan (See Note 7). While the Companys performance to date in 2004 has been consistent with, or better than, the level of performance anticipated in its restructured business plan, there can be no assurance that the
Company will be able to sustain its current level of operations. The Company continues to evaluate its current business plan in light of the current market conditions.



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##### Table of Contents

BGF INDUSTRIES, INC.



(a wholly owned subsidiary of Glass Holdings Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands)



3. Inventories



Inventories consist of the following:



|                 |  |                |        |                   |   |       
|---------------- |  | -------------- | ------ | ----------------- | - | ------
|                 |  | March 31, 2004 |        | December 31, 2003
|                 |  | (unaudited)    |        |                  
|Supplies         |  | $              | 1,460  |                   | $ | 1,502 
|Raw materials    |  |                | 2,420  |                   |   | 1,546 
|Stock-in-process |  |                | 3,902  |                   |   | 3,561 
|Finished goods   |  |                | 16,186 |                   |   | 15,530
|                 |  |                |        |                   |   |       
|                 |  | $              | 23,968 |                   | $ | 22,139
|                 |  |                |        |                   |   |       



4. Property, Plant and Equipment,
Net



Net property, plant and equipment consists of the following:



|                                    |  |                |         |   |                   |   |         |  
|----------------------------------- |  | -------------- | ------- | - | ----------------- | - | ------- | -
|                                    |  | March 31, 2004 |         |   | December 31, 2003 |  
|                                    |  | (unaudited)    |         |   |                   |  
|Land                                |  | $              | 3,155   |   |                   | $ | 3,155   |  
|Buildings                           |  |                | 42,387  |   |                   |   | 42,239  |  
|Machinery and equipment             |  |                | 82,561  |   |                   |   | 82,314  |  
|                                    |  |                |         |   |                   |   |         |  
|Gross property, plant and equipment |  |                | 128,103 |   |                   |   | 127,708 |  
|Less: accumulated depreciation      |  |                | (85,189 | ) |                   |   | (83,845 | )
|                                    |  |                |         |   |                   |   |         |  
|Net property, plant and equipment   |  | $              | 42,914  |   |                   | $ | 43,863  |  
|                                    |  |                |         |   |                   |   |         |  



5. Other Noncurrent Assets, net



Other noncurrent assets, net consist of the following:



|                                        |  |                |        |   |                   |   |        |  
|--------------------------------------- |  | -------------- | ------ | - | ----------------- | - | ------ | -
|                                        |  | March 31, 2004 |        |   | December 31, 2003 |  
|                                        |  | (unaudited)    |        |   |                   |  
|Debt issuance costs                     |  | $              | 6,014  |   |                   | $ | 6,014  |  
|Prepaid lease costs                     |  |                | 82     |   |                   |   | 82     |  
|Accumulated amortization                |  |                | (2,215 | ) |                   |   | (1,999 | )
|                                        |  |                |        |   |                   |   |        |  
|                                        |  |                | 3,881  |   |                   |   | 4,097  |  
|Unrecognized pension prior service cost |  |                | 19     |   |                   |   | 19     |  
|Other noncurrent assets                 |  |                | 354    |   |                   |   | 337    |  
|                                        |  |                |        |   |                   |   |        |  
|Total other noncurrent assets, net      |  | $              | 4,254  |   |                   | $ | 4,453  |  
|                                        |  |                |        |   |                   |   |        |  



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BGF INDUSTRIES, INC.



(a wholly owned subsidiary of Glass Holdings Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands)



5. Other Noncurrent Assets, net  (Continued)



Debt issuance costs are being amortized over the lives of the respective debt instruments.
Prepaid lease costs are being amortized over the lease term.



Amortization of
deferred financing charges of $216 and $594 for the three months ended March 31, 2004 and 2003, respectively, has been included in interest expense. In the first quarter of 2003, BGF wrote off $100 of net debt issuance costs related to its
previously existing senior credit facility. These costs have been classified as interest expense in the accompanying financial statements.



6. Accrued Liabilities



Accrued liabilities consist of the following:



|                                        |  |               |        |                   |   |       
|--------------------------------------- |  | ------------- | ------ | ----------------- | - | ------
|                                        |  | March 31,2004 |        | December 31, 2003
|                                        |  | (unaudited)   |        |                  
|Interest                                |  | $             | 2,043  |                   | $ | 4,497 
|Current contribution to retirement plan |  |               | 2,791  |                   |   | 3,304 
|Environmental                           |  |               | 2,734  |                   |   | 2,736 
|Payroll                                 |  |               | 763    |                   |   | 275   
|Other employee benefits                 |  |               | 390    |                   |   | 971   
|Restructuring                           |  |               | 10     |                   |   | 16    
|Medical benefits                        |  |               | 667    |                   |   | 667   
|Other                                   |  |               | 1,698  |                   |   | 1,538 
|                                        |  |               |        |                   |   |       
|Total accrued liabilities               |  | $             | 11,096 |                   | $ | 14,004
|                                        |  |               |        |                   |   |       



Current contribution to retirement
plan. Employer contributions payable to the retirement plan totaling $2,791 represents $1,594 payable for 2003 and $1,197 payable for 2004, both of which are to be paid in 2004. (See Note 9).



Environmental. The Company is engaged in an Environmental Protection Agency (the
EPA)-supervised Voluntary Remediation Program at its Altavista facility, to address reportable quantities of polychlorinated biphenyls (PCBs) discovered during a 1998 environmental site assessment at the former site of a heat
transfer oil tank that the previous owner of the facility had removed before BGFs 1988 acquisition. A 1998 Phase Two Environmental Site Assessment revealed PCB contamination in several areas inside the plant and on its roof, in the soil, in
the sanitary and storm sewers within the plant, and in the surface waters to which the storm sewers drain. In addition, testing confirmed that measurable quantities of PCBs may have migrated into the citys water treatment plant.



In 2003, the Company submitted to the EPA a final Site Characterization Report
(SCR), documenting the assessment of the BGF property and the creek draining from the property. The EPA has not yet responded to the SCR, although the Company has a follow-up meeting scheduled with the EPA in May, 2004.



A 1998 Phase Two Environmental Site Assessment at the Companys Cheraw, South Carolina
facility revealed chlorinated solvents and hydrocarbons in soil and groundwater. The contamination resulted from the previous owners printing operations. Assessment and cleanup are regulated by South Carolinas DHEC, which has notified us
that the chlorinated solvent residuals constitute the sole remediation concern. Recent tests indicate reduced levels of solvent concentrations.



As of March 31, 2004 and December 31, 2003, the Company had a reserve of $2,734 and $2,736, respectively, for environmental exposure, which reflects the estimated
remediation costs for the Altavista facility, as obtained from the environmental consulting firm that has conducted the site assessment and submitted the SCR to EPA. Remediation costs are estimates, subject to EPAs approval of the SCR and of a
remediation plan. Estimated remediation costs at the Cheraw facility are $0.4 million, which also is reflected in the reserve.



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BGF INDUSTRIES, INC.



(a wholly owned subsidiary of Glass Holdings Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands)



6. Accrued Liabilities  (Continued)



The Company believes that these reserves may need to be increased, but is unable to derive a
more reliable estimate at this time, as actual costs remain uncertain. The Company does not anticipate significant cash outflows associated with this liability in the next twelve months, as it must await the EPAs approval of the final SCR
before preparing and submitting the remediation plan for agency approval. However, there can be no assurance that the Company will not be required to respond to its environmental issues on a more immediate basis and that such response, if required,
will not result in significant cash outlays that would have a material adverse effect on the Companys financial condition.



Other employee benefits.In 2003, the Company approved a management bonus of $920 to be paid in 2004. This bonus was paid in the first quarter of 2004.



Restructuring. In August 2002, the Company announced the closure of its South Hill
heavyweight fabrics facility, which became effective on October 1, 2002. This resulted in a reduction of the Companys salary and wage workforce by approximately 10%. Cash payments applied against the restructuring reserve in the first quarter
of 2004 and 2003 were approximately $6 and $49, respectively.



7. Debt



Debt consists of the following:



|                                                                                      |  |               |        |                   |   |        
|------------------------------------------------------------------------------------- |  | ------------- | ------ | ----------------- | - | -------
|                                                                                      |  | March 31,2004 |        | December 31, 2003
|Term loan                                                                             |  | $             | 5,089  |                   | $ | 5,391  
|Senior Subordinated Notes, net of unamortized discount of $925 and $973, respectively |  |               | 94,825 |                   |   | 94,777 
|                                                                                      |  |               |        |                   |   |        
|Total debt                                                                            |  | $             | 99,914 |                   | $ | 100,168
|Current Maturities                                                                    |  |               | 1,200  |                   |   | 1,200  
|                                                                                      |  |               |        |                   |   |        
|Long-term debt                                                                        |  | $             | 98,714 |                   | $ | 98,968 
|                                                                                      |  |               |        |                   |   |        



On June 6, 2003, the Company obtained
a five-year financing arrangement with Wells Fargo Foothill, Inc. (WFF), formerly Foothill Capital Corporation. The loan with WFF (WFF Loan) is for a maximum revolver credit line of $40,000 with a letter of credit
(L/C) sub-line of $4,000, an inventory sub-line of $15,000 and a term loan sub-line of $6,000 of which the principal is amortized over 60 months. WFF has a first priority, perfected security interest in the Companys assets. The WFF
Loan provides for the following: (1) a borrowing base with advance rates on eligible accounts receivable and eligible finished goods and raw materials inventory of 85%, 45% and 35%, respectively, with inventory to be capped at the lesser of the
eligible inventory calculation, $15,000 or 80% of the net orderly liquidation value; (2) borrowing rates of LIBOR + 3.25% or the Wells Fargo Prime Rate (RR) + 1.00% for the revolver with a 50 basis points increase if outstanding advances exceed
$7,000 and of LIBOR + 3.5% or RR + 1.00% for the term loan with, at all times, a minimum rate of 5% for both facilities; (3) certain financial covenants including (i) a minimum excess availability at all times, (ii) a minimum EBITDA level in 2003
building to a trailing 12 month calculation in 2004 and (iii) a cap on yearly capital expenditures of $2,000 and; (4) an early termination fee of 5% in year one decreasing by 1% each year thereafter. The WFF Loan proceeds are used to finance ongoing
working capital, capital expenditures, and general corporate needs of the Company and retire other outstanding debt. The WFF Loan is guaranteed by the Companys parent, Glass Holdings. As of March 31, 2004 and December 31, 2003, amounts
outstanding under the WFF Loan totaled $5,089 and $5,391, respectively, and consisted only of the term loan as no advances were outstanding under the revolver. The interest rate on amounts outstanding under the term loan portion of the WFF Loan at
March 31, 2004 and December 31, 2003 was 5.0%.



9



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##### Table of Contents

BGF INDUSTRIES, INC.



(a wholly owned subsidiary of Glass Holdings Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands)



7. Debt  (Continued)



Availability under the revolver at March 31, 2004 and December 31, 2003 was $14,633 and
$9,837, respectively. This availability has been reduced by a reserve to allow for the annual interest payments on the Senior Subordinated Notes as well as a reserve of $550 for potential environmental liabilities. The reserve for interest payments
is increased by $200 a week in 2003 and $189 a week in 2004, and is reset to $0 when such payment is made. As of March 31, 2004 and December 31, 2003, the total outstanding reserves amounted to $2,622 and $5,350, respectively.



The Senior Subordinated Notes bear interest at a rate of 10.25%, which is payable
semi-annually in January and July through the maturity date of January 15, 2009. The original amount of the Senior Subordinated Notes issued was $100,000, of which approximately $95,750 in face amount remain outstanding, as a result of repurchases
made by the Company in the second and third quarters of 2003.



The fair value
of the Senior Subordinated Notes as of March 31, 2004 and December 31, 2003 was approximately $86,175 and $71,812, respectively.



8. Income Taxes



The effective tax rate for the three months ended March 31, 2004 and March 31, 2003 was 0.0%. The Company incurred no tax provision in these periods due to the fact that the Company has a full valuation allowance
recorded against its net deferred tax assets which include net operating loss carryforwards.



9. Employee Benefits



BGF has a defined
benefit pension plan covering substantially all of its employees. Participating employees are required to contribute to the pension plan.



The Company also has a postretirement benefit plan that covers substantially all of its employees. Upon the completion of the attainment of age fifty-five and ten years
of continuous service, an employee may elect to retire. Employees eligible to retire receive postretirement health benefits, including medical and dental coverage.



Net periodic pension costs for the three months ended March 31, 2004 and March 31, 2003 are as follows:



|                                        |  |                            |      |   |                           |   |      |      |  |      |    |  |   |   
|--------------------------------------- |  | -------------------------- | ---- | - | ------------------------- | - | ---- | ---- |  | ---- | -- |  | - | --
|                                        |  | Pension Benefits           |      |   | Post-RetirementBenefits  
|                                        |  | For the Three Months Ended |      |   | For the ThreeMonths Ended
|                                        |  | 2004                       |      |   | 2003                      |   |      | 2004 |  | 2003
|Net periodic pension cost:              |  |                            |      |   |                           |   |      |      |  |      |    |  |   |   
|Service cost                            |  | $                          | 243  |   |                           | $ | 165  |      |  | $    | 24 |  | $ | 21
|Interest cost                           |  |                            | 295  |   |                           |   | 216  |      |  |      | 37 |  |   | 35
|(Expected return on plan assets)        |  |                            | (214 | ) |                           |   | (161 | )    |  |      |   |  |   |  
|Amortization of prior service cost      |  |                            | 2    |   |                           |   | 2    |      |  |      |   |  |   |  
|Recognized net actuarial (gain) or loss |  |                            | 25   |   |                           |   | 27   |      |  |      | 4  |  |   | 7 
|                                        |  |                            |      |   |                           |   |      |      |  |      |    |  |   |   
|Total net periodic pension cost         |  | $                          | 351  |   |                           | $ | 249  |      |  | $    | 65 |  | $ | 63
|                                        |  |                            |      |   |                           |   |      |      |  |      |    |  |   |   



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##### Table of Contents

BGF INDUSTRIES, INC.



(a wholly owned subsidiary of Glass Holdings Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands)



9. Employee Benefits  (Continued)



Expected contributions for the defined benefit plan for the year ended December 31, 2004,
attributable to the 2003 plan year are $1,594, due September 15, 2004. Expected contributions (previously disclosed and revised), based on the current pension funding requirements, for the year ended December 31, 2004, attributable to the 2004 plan
year are as follows:



|         |  |                            |       |                |   |      
|-------- |  | -------------------------- | ----- | -------------- | - | -----
|         |  | Previously DisclosedAmount |       | Revised Amount
|4/15/04  |  | $                          | 570   |                | $ | 399  
|7/15/04  |  | $                          | 570   |                | $ | 399  
|10/15/04 |  | $                          | 570   |                | $ | 399  
|         |  |                            |       |                |   |      
|         |  | $                          | 1,710 |                | $ | 1,197
|         |  |                            |       |                |   |      



The revised amount reflects the
provisions of the Pension Funding Equity Act of 2004, enacted on April 10, 2004, which provides interest rate relief and reduces the amount of the required quarterly contributions for the years 2004 and 2005.



Expected net employee contributions for the postretirement benefit plan for the year ended
December 31, 2004 is $98.



10. Segment Information



The Company operates in one business segment that manufactures specialty woven and non-woven
fabrics for use in a variety of industrial and commercial applications. The Companys principal market is the United States. Net sales information by geographic area is presented below, with sales based on the location of the customer. The
Company does not have any long-lived assets outside the United States.



|              |  |                                     |        |      |   |       
|------------- |  | ----------------------------------- | ------ | ---- | - | ------
|              |  | For the Three Months EndedMarch 31,
|              |  | 2004                                |        | 2003
|              |  | (unaudited)                        
|United States |  | $                                   | 36,653 |      | $ | 31,808
|Foreign       |  |                                     | 2,191  |      |   | 1,828 
|              |  |                                     |        |      |   |       
|              |  | $                                   | 38,844 |      | $ | 33,636
|              |  |                                     |        |      |   |       



11. Commitments and Contingencies



As discussed in Note 6, the Company has environmental exposures
associated with two of its manufacturing facilities.



From time to time, the
Company is involved in various other legal proceedings and environmental matters arising in the ordinary course of business. Management believes, however, that the ultimate resolution of such matters will not have a material adverse impact of the
Companys financial position or results of operations.



As permitted by
Delaware law, the Company has entered into indemnification agreements whereby it indemnifies its directors and officers for certain events or occurrences while the director or officer is, or was, serving at the Companys request, in such
capacity. The maximum potential amount of future payments that the Company could be required to make under these agreements is limited. As a result of its insurance coverage, the Company believes that the estimated fair value of the Companys
indemnification agreements with directors and officers is minimal. No liabilities have been recorded for these agreements as of March 31, 2004.



12. Recent Accounting Pronouncements



There are no new accounting pronouncements that could have an impact on the Companys consolidated financial statements.



11



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##### Table of Contents

BGF INDUSTRIES, INC.



(a wholly owned subsidiary of Glass Holdings Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands)



13. Related Party Transactions



On December 10, 2002, Advanced Glassfiber Yarns, LLC (AGY), a major supplier and
affiliate of BGF, filed for protection under Chapter 11 of the U. S. bankruptcy code. On April 2, 2004, AGY emerged from bankruptcy. The Company has not experienced any interruptions in its supply of materials from AGY. As part of AGYs
reorganization, the glass yarn operation at the South Hill facility will be closed effective August 2004 and the supply agreement, relating to this facility, with BGF will be terminated. Porcher Industries, which owns BGF through a US holding
company, previously owned a 51% interest in AGY and now owns a 15% interest in the newly emerged AGY entity. Porcher Industries has entered into a supply agreement with the newly emerged AGYentity in which BGF has an economic incentive, but not an
obligation, to purchase yarn from AGY.



During the first quarter of 2003, the
Companys parent, Glass Holdings, received a tax refund related to the filing of the 2002 consolidated tax return. In March 2003, $15,619 of this tax refund was remitted to BGF, of which $9,624 was applied to the loan receivable from Glass
Holdings. The remaining balance of $5,995 reduced the Companys income tax receivable. An additional $500 from Glass Holdings was received in January 2003 and another $500 in June 2003. These amounts were also applied against the loan
receivable.



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##### Table of Contents

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



This Quarterly Report contains forward-looking statements with respect to our operations, industry, financial condition and liquidity. These statements reflect our
assessment of a number of risks and uncertainties. Our actual results could differ materially from the results anticipated in these forward looking statements as a result of certain factors set forth in this Quarterly Report. An additional statement
made pursuant to the Private Securities Litigation Reform Act of 1995 and summarizing certain of the principal risks and uncertainties inherent in our business is included herein under the caption Disclosure Regarding Forward Looking
Statements. You are encouraged to read this statement carefully.



You
should read the following discussion and analysis in conjunction with the accompanying consolidated financial statements and related notes, and with our audited consolidated financial statements and related notes as of and for the year ended
December 31, 2003 set forth in our 2003 Annual Report on Form 10-K.



Overview



Our business focuses on the production
of value-added specialty woven and non-woven fabrics made from glass, carbon and aramid yarns. Our fabrics are a critical component in the production of a variety of electronic, filtration, composite, insulation, construction and commercial
products. Our glass fiber fabrics are used by our customers in printed circuit boards, that are integral to virtually all advanced electronic products, including computers and cellular telephones. Our fabrics are also used by our customers to
strengthen, insulate and enhance the dimensional stability of hundreds of products that they make for their own customers in various markets, including aerospace, transportation, construction, power generation and oil refining.



In 2004, we have continued to operate in our restructured environment that resulted from a
significant deterioration of our business in 2002. The South Hill heavyweight fabrics facility is still closed and we have continued our efforts to reduce inventory and maximize our asset utilization. Overall sales increased $5.2 million, or 15.5%,
in the three months ended March 31, 2004 compared to the three months ended March 31, 2003. The increase in sales is mainly the result of increased sales of new products for the automotive and ballistics industries. In addition, our profitability
improved with gross margins increasing from 13.6% to 17.1%. These factors directly impacted our net income, resulting in an increase in net income of $2.4 million to a net income of $1.2 million in the three months ended March 31, 2004, from a net
loss of $1.2 million in the three months ended March 31, 2003.



One of our
affiliates, Advanced Glassfiber Yarns, LLC (AGY), is also a major supplier. AGY filed for protection under Chapter 11 of the US Bankruptcy Code on December 10, 2002. On April 2, 2004, AGY emerged from bankruptcy. To date, we have not
experienced any interruptions in its supply of materials from AGY. As part of AGYs reorganization, the glass yarn operation at the South Hill facility will be closed effective August 2004 and our supply agreement, relating to this facility,
will be terminated at that time. We do not expect the closing of this facility to have a material impact on our raw material supply. Porcher Industries, which owns BGF through a US holding company, previously owned a 51% interest in AGY and now owns
a 15% interest in the newly emerged AGY entity. Porcher Industries has entered into a supply agreement with the newly emerged AGY entity in which we have an economic incentive, but not an obligation, to purchase yarn from AGY.



While our performance in 2004 has been consistent with, or better than, the level of
performance anticipated in our restructured business plan, there can be no assurance that we will be able to continue to generate sufficient operating cash flow to fund our operations and interest payments on our Senior Subordinated Notes or that we
will be able to continue to meet the financial covenants and make required loan payments under the WFF loan.



Critical Accounting Policies



The preparation of
financial statements and accompanying notes in conformity with generally accepted accounting principles requires us to make estimates and assumptions that affect the amounts reported. Changes in the facts and circumstances could have a significant
impact on the resulting financial statements. The critical accounting policies that affect our more complex judgments and estimates are described in the Annual Report on Form 10-K for the year ended December 31, 2003.



Environmental Issues



We are engaged in an
Environmental Protection Agency (the EPA)-supervised Voluntary Remediation Program at our Altavista facility, to address reportable quantities of polychlorinated biphenyls (PCBs) discovered during a 1998 environmental site
assessment at the former site of a heat transfer oil tank that the previous owner of the facility had removed before BGFs 1988 acquisition. A 1998 Phase Two Environmental Site Assessment revealed PCB contamination in several areas inside the
plant and on its roof, in the soil, in the sanitary and storm sewers within the plant, and in the surface waters to which the storm sewers drain. In addition, testing confirmed that measurable quantities of PCBs may have migrated into the
citys water treatment plant.



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In 2003, we submitted to the EPA a final Site Characterization Report (SCR), documenting the assessment of
the BGF property and the creek draining from the property. The EPA has not yet responded to the SCR, although we have a follow-up meeting scheduled with the EPA in May, 2004.



A 1998 Phase Two Environmental Site Assessment at the Cheraw facility revealed chlorinated solvents and hydrocarbons in soil and
groundwater. The contamination resulted from the previous owners printing operations. Assessment and cleanup are regulated by South Carolinas DHEC, which has notified us that the chlorinated solvent residuals constitute the sole
remediation concern. Recent tests indicate reduced levels of solvent concentrations.



Each of our facilities is in compliance with applicable air quality control requirements. We recently instituted improvements to streamline and reduce costs associated with our air emission tracking and reporting
system. Operations at the Cheraw facility do not require an air permit. The multilayer facility recently qualified as a True Minor source, reflecting its low emissions. The Altavista facility qualifies as a Synthetic Minor, with emissions falling
well below Title V permitting requirements.



Each of our facilities is in
compliance with wastewater emission requirements, storm water requirements, solid waste disposal requirements and with hazardous waste transfer requirements.



As of March 31, 2004, we have recorded a reserve of $2.7 million for environmental exposure, which reflects the estimated remediation costs for the Altavista facility, as
obtained from the environmental consulting firm that has conducted the site assessment and submitted the SCR to EPA. Remediation costs are estimates, subject to EPAs approval of the SCR and of a remediation plan. Estimated remediation costs at
the Cheraw facility are $0.4 million, which also is reflected in the reserve.



We believe that these reserves may need to be increased, but we are unable to derive a more reliable estimate at this time, as actual costs remain uncertain. We do not anticipate significant cash outflows associated with these liabilities
in the next twelve months, as we must await the EPAs approval of the final SCR before preparing and submitting the remediation plan for agency approval. However, there can be no assurance that we will not be required to respond to our
environmental issues on a more immediate basis and that such response, if required, will not result in significant cash outlays that would have a material adverse effect on our financial condition.



Results of Operations



The
following table summarizes our historical results of operations as a percentage of net sales:



|                                             |  |                                     |   |  |       |   
|-------------------------------------------- |  | ----------------------------------- | - |  | ----- | --
|                                             |  | For the Three MonthsEnded March 31, |  
|                                             |  | 2004                                |   |  | 2003  |   
|                                             |  | (unaudited)                         |  
|Net sales                                    |  | 100.0                               | % |  | 100.0 | % 
|Cost of goods sold                           |  | 82.9                                |   |  | 86.4  |   
|                                             |  |                                     |   |  |       |   
|Gross profit                                 |  | 17.1                                |   |  | 13.6  |   
|Selling, general and administrative expenses |  | 6.6                                 |   |  | 6.2   |   
|                                             |  |                                     |   |  |       |   
|Operating income (loss)                      |  | 10.5                                |   |  | 7.4   |   
|Interest expense                             |  | 7.4                                 |   |  | 10.9  |   
|Other (income), net                          |  |                                    |   |  |      |   
|                                             |  |                                     |   |  |       |   
|Income (loss) before income taxes            |  | 3.1                                 |   |  | (3.5  | ) 
|Income tax benefit                           |  |                                    |   |  |      |   
|                                             |  |                                     |   |  |       |   
|Net income (loss)                            |  | 3.1                                 | % |  | (3.5  | )%
|                                             |  |                                     |   |  |       |   



Three Months Ended March 31,
2004 Compared to Three Months Ended March 31, 2003



Net Sales.
Net sales increased $5.2 million, or 15.5%, to $38.8 million in the three months ended March 31, 2004 from $33.6 million in the three months ended March 31, 2003. Sales of our insulation fabrics, used for high temperature products, increased $3.5
million, or 168.5%, for the three months ended March 31, 2004 as compared to March 31, 2003 due to new products for the automotive and appliance markets.



Sales of our electronics fabrics used in multi-layer and rigid printed circuit boards increased $1.1 million, or 13.5%, for the three months ended March 31, 2004 as
compared to March 31, 2003 due to a general worldwide improvement in demand for electronic products made with printed circuit boards.



Sales of composite fabrics, which are used in various applications including structural aircraft parts and interiors, increased $0.9 million or 7.7%, for the three months
ended March 31, 2004 as compared to the three months ended March 31, 2003 due to market share gains, which resulted from marketing efforts.



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Sales of our construction fabrics increased $0.9 million, or 99.2%, for the three months ended March 31, 2004 as compared
to March 31, 2003 due to a new product introduction, which brings improved performance to the customer product line.



Sales of our filtration fabrics used by industrial customers to control emissions into the environment decreased $1.0 million, or 13.8%, for the three months ended March
31, 2004 as compared to March 31, 2003. This decrease is due to fewer large volume replacement contracts.



Gross Profit Margins. Gross profit margins increased to 17.1% in the three months ended March 31, 2004 from 13.6% in the three months ended March 31, 2003, due primarily to successful cost reductions and a
higher capacity utilization allowing for a better absorption of fixed costs.



Selling, General and Administrative Expenses. Selling, general and administrative expenses increased $0.4 million to $2.5 million in the three months ended March 31, 2004 from $2.1 million in the three months ended March 31, 2003.
This was primarily due to an increase in consulting and professional fees and employee benefit expenses.



Operating Income. As a result of the aforementioned factors, operating income increased $1.6 million to $4.1 million, or 10.5% of net sales, in the three months ended March 31, 2004, from $2.5 million, or 7.4%
of net sales, in the three months ended March 31, 2003.



Interest
Expense. Interest expense decreased $0.8 million to $2.9 million, or 7.4% of net sales, in the three months ended March 31, 2004 from $3.7 million, or 10.9% of net sales, in the three months ended March 31, 2003, due to lower interest rates on
outstanding senior debt combined with lower borrowings.



Income Tax
Benefit. The effective tax rates in the three months ended March 31, 2004 and 2003 were 0.0% and 0.0%, respectively. Due to the fact that we have a full valuation allowance against our deferred tax assets, we did not incur a tax provision for
the three months ended March 31, 2004.



Net Income (Loss). As a result
of the aforementioned factors, our net income (loss) increased $2.4 million to a net income of $1.2 million in the three months ended March 31, 2004, from a net loss of $1.2 million in the three months ended March 31, 2003.



Balance Sheets



Accounts Receivable. Accounts receivable increased $3.6 million, or 27.2%, from December 31, 2003 to March 31, 2004. This increase
was a result of increased sales in the first quarter of 2004, compared to the later part of 2003.



Inventory. Inventory increased $1.8 million, or 8.3%, from December 31, 2003 to March 31, 2004. This was mainly due to an increase in production as a result of increased sales.



Accounts Payable and Accrued Liabilities. Accounts payable and accrued liabilities
decreased $2.0 million, or 10.3%, from December 31, 2003 to March 31, 2004. This decrease was primarily the result of a decrease in interest payable of $2.5 million due to the semi-annual interest payment made in January on the Senior Subordinated
Notes.



Liquidity and Capital Resources



Our primary
sources of liquidity are cash flows from operations and borrowings under our financing arrangements. Our future need for liquidity will arise primarily from interest payments on our $95.8 million Senior Subordinated Notes ($94.9 million net of
unamortized discount of $0.9 million), principal and interest payments on the WFF Loan, and the funding of capital expenditures and working capital requirements. There are no mandatory payments of principal on the Senior Subordinated Notes scheduled
prior to their maturity in January 2009. Based upon our current and anticipated levels of operations, we believe, but cannot guarantee, that our cash flows from operations, combined with availability under the WFF financing arrangement, will be
adequate to meet our liquidity needs for the next twelve months. However, this forward-looking statement is subject to risks and uncertainties. See Disclosure Regarding Forward-Looking Statements included below.



On June 6, 2003, we entered into the five-year financing agreement with Wells Fargo Foothill
(WFF) that is for a maximum revolver credit line of $40.0 million with a letter of credit (L/C) sub-line of $4.0 million, an inventory sub-line of $15.0 million and a term loan sub-line of $6.0 million of which the principal is
amortized over 60 months. The WFF Loan proceeds are used to finance ongoing working capital, capital expenditures, and general corporate needs and to retire other outstanding debt. The WFF Loan is guaranteed by our parent, Glass Holdings. As of
March 31, 2004 and December 31, 2003, amounts outstanding under the WFF Loan totaled $5.1 million and $5.4 million, respectively, consisting only of the term loan. No advances were outstanding under the revolver. The interest rate on the WFF Loan at
March 31, 2004 and December 31, 2003 was 5.0% and 5.0%, respectively.



15



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Availability under the revolver as of March 31, 2004 and May 5, 2004 was $14.6 million and $14.6 million, respectively.
This availability has been reduced by a reserve to allow for the annual interest payments on the Senior Subordinated Notes as well as a reserve of $0.6 million for potential environmental liabilities. The reserve for interest payments is increased
by $0.2 million per week and is reset to $0 when such payment is made. As of March 31, 2004 and May 5, 2004, the outstanding reserves totaled $2.6 million and $3.4 million, respectively.



The fair value of the Senior Subordinated Notes as of March 31, 2004 and December 31, 2003 was approximately $86.2 million and $71.8
million, respectively.



In order to reduce future cash interest payments, as
well as future amounts due at maturity or upon redemption, we or our affiliates may, from time to time, purchase such securities for cash in open market purchases, privately negotiated transactions or otherwise. However, our financing agreement with
WFF limits our ability to purchase such securities if the securities are trading at greater than 80% of their face value.



Net Cash (Used In) Provided by Operating Activities.Net cash used in operating activities was $3.2 million for the three months ended March 31, 2004 compared with
net cash provided by operating activities of $2.1million for the three months ended March 31, 2003 and was primarily the result of improvement in profitability.



Net Cash Used in Investing Activities. Net cash used in investing activities was $0.6 million for the three months ended March 31, 2004 and $0.2 million for the
three months ended March 31, 2003 and was primarily the result of purchases of property, plant and equipment.



Net Cash (Used In) Provided By Financing Activities.Net cash used in financing activities was $0.2 million for the three months ended March 31, 2004, compared with net cash provided by financing activities of
$1.1 million for the three months ended March 31, 2003 and was primarily the result of a reduction of the overall indebtedness of the company.



Outlook for 2004



The following section contains forward-looking statements about our plans, strategies and prospects during 2004. Although we believe that our plans, intentions and expectations reflected in or suggested by such
forward-looking statements are reasonable, we cannot assure you that our plans, intentions or expectations will be achieved. Such statements are based on our current plans and expectations and are subject to risks and uncertainties that exist in our
operations and our business environment that could render actual outcomes and results materially different from those predicted. When considering such forward-looking statements, you should keep in mind the important factors that could cause our
actual results to differ materially from those contained in any forward-looking statements set forth under, Disclosure Regarding Forward-Looking Statements.



Looking ahead for 2004:



| |  | Sales trends during April and May 2004 increased from the average monthly sales for the same period of 2003. Although no assurances can be given, we believe this continued trend
could be maintained contingent upon the recovery of the electronics markets and our continued efforts to develop and sell products in new markets.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | We plan to continue our efforts to maintain a level of inventory during 2004 that is consistent with our level of sales. This could result in increased capacity utilization
resulting in improved gross margins compared to 2003, contingent upon the continued improvement of the electronics market.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Recent Accounting Pronouncements



There are no
new recent accounting pronouncements that could have an impact on our consolidated financial statements.



Disclosure Regarding Forward-Looking Statements



Some of the information in this Quarterly Report may contain forward-looking statements. These statements include, in particular, statements about our plans, strategies and prospects within the meaning of Section 27A of the Securities
Exchange Act of 1933 and Section 21E of the Securities Exchange Act of 1934. You can identify forward-looking statements by our use of forward-looking terminology such as may, will, expect, anticipate,
estimate, continue or other similar words. Although we believe that our plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, we cannot assure you that our plans,
intentions or expectations will be achieved. Such statements are based on our current plans and expectations and are subject to risks and uncertainties that exist in our operations and our business environment that could



16



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render actual outcomes and results materially different from those predicted. When considering such forward-looking
statements, you should keep in mind the following important factors that could cause our actual results to differ materially from those contained in any forward-looking statements:



| |  | whether or not our cash flows from operations are sufficient to meet ongoing liquidity needs;
| | - | ---------------------------------------------------------------------------------------------



| |  | our significant level of indebtedness and limitations on our ability to incur additional debt;
| | - | ----------------------------------------------------------------------------------------------



| |  | our dependence upon some of our suppliers to provide us with materials and services;
| | - | ------------------------------------------------------------------------------------



| |  | downturns in the electronics industry and the movement of electronics industry production outside of North America;
| | - | -------------------------------------------------------------------------------------------------------------------



| |  | the effect of highly competitive markets and recent competition from Asia for heavyweight glass fiber fabrics;
| | - | --------------------------------------------------------------------------------------------------------------



| |  | our concentrated customer base and the competitive nature of our markets;
| | - | -------------------------------------------------------------------------



| |  | a disruption of production at one of our facilities;
| | - | ----------------------------------------------------



| |  | an easing of duties with respect to glass fiber fabrics;
| | - | --------------------------------------------------------



| |  | whether or not we are able to comply with environmental and safety and health laws and requirements;
| | - | ----------------------------------------------------------------------------------------------------



| |  | whether or not we are able to address technological advances in the markets we serve;
| | - | -------------------------------------------------------------------------------------



| |  | changes in economic conditions generally; and
| | - | ---------------------------------------------



| |  | whether or not we are able to satisfy the covenants and other provisions under our various financial instruments.
| | - | -----------------------------------------------------------------------------------------------------------------



This list of risks and uncertainties, however, is not intended to be exhaustive. You should
also review the other cautionary statements we make in this Quarterly Report and in other reports and registration statements we file with the Securities and Exchange Commission. All forward-looking statements attributable to us or persons acting
for us are expressly qualified in their entirety by our cautionary statements.



We do not have, and expressly disclaim, any obligation to release publicly any updates or changes in our expectations or any changes in events, conditions or circumstances on which any forward-looking statement is based.



Item 3. Quantitative and Qualitative Disclosures About Market Risk



The effects of potential changes in interest rates are discussed below. Our market risk discussion includes forward-looking statements and represents an estimate of possible changes in fair value that
would occur assuming hypothetical future movements in interest rates. These disclosures are not precise indicators of expected future losses, but only indicators of reasonably possible losses. As a result, actual future results may differ materially
from those presented. See Managements Discussion and Analysis of Financial Condition and Results of Operations  Disclosure Regarding Forward-Looking Statements.



Our financing arrangements are subject to market risks, including interest rate risk. Our financial instruments are not currently subject to
commodity price risk. We are exposed to market risk related to changes in interest rates on borrowings under our credit facilities. The credit facilities bear interest based on LIBOR or prime. When deemed appropriate, our risk management strategy is
to use derivative financial instruments, such as swaps, to hedge interest rate exposures. We do not enter into derivatives for trading or speculative purposes.



The fair value of the Senior Subordinated Notes as of March 31, 2004 and May 5, 2004 was approximately $86.2 million and $91.0 million, respectively.



Item 4. Controls and Procedures



We maintain
disclosure controls and procedures that are designed to ensure that information required to be disclosed in our annual and periodic reports filed with the SEC is recorded, processed, summarized and reported within the time periods specified in the
SECs rules and forms. These disclosure controls and procedures are further designed to ensure that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow
timely decisions regarding required disclosure.



Based on the most recent
evaluation, which was completed as of the end of the period covered by this report, our president and chief financial officer believe that our disclosure controls are effective. There have been no significant changes in our internal controls or in
any other factors that could significantly affect the internal controls subsequent to the date we completed our evaluation.



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PART II - OTHER INFORMATION



Item 6. Exhibits and Reports on Form 8-K



| | (a) | Exhibits
| | --- | --------



| | 31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act
| | ---- | --------------------------------------------------------------------------------------



| | 31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act
| | ---- | --------------------------------------------------------------------------------------



| | (b) | Reports on Form 8-K
| | --- | -------------------



None



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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.



BGF INDUSTRIES, INC./s/ Philippe R. DorierPhilippe R. DorierChief Financial Officer(Principal Financial and Accounting Officer)/s/ James R. HendersonJames R. HendersonPresident




Date: May 10, 2004



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