1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, S.C. 20549 FORM 10-Q/A ( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 1994 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission File Number: 1-9734 ONEITA INDUSTRIES, INC. Exact name of registrant as specified in its charter) DELAWARE 57-0351045 (State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification No.) 4130 FABER PLACE DRIVE, SUITE 200, CHARLESTON, SC 29405 (Address of principal executive offices) (Zip Code) (803) 529 - 5225 (Registrant s telephone number, including area code) CONIFER STREET, ANDREWS, SOUTH CAROLINA 29510 (Former name, former address and former fiscal year, if changed since last report.) (Zip Code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing for the past 90 days. X Yes No Indicate the number of shares outstanding of each of the issuer s classes of common stock, as of the latest practicable date. 6,941,321 shares of Common Stock as of January 31, 1995. 2 FORM 10-Q/A TABLE OF CONTENTS PART I - FINANCIAL INFORMATION (Unaudited) Condensed Consolidated Balance Sheets at December 31, 1994 and September 30, 1994 3 Condensed Consolidated Statements of Income for the Three Months Ended December 31, 1994 and 1993 5 Condensed Consolidated Statements of Cash Flows for the Three Months Ended December 31, 1994 and 1993 6 Notes to Condensed Consolidated Financial Statements 7 Management s Discussion and Analysis of Financial Condition and Results of Operation 8 PART II - OTHER INFORMATION Item 1: Legal Proceedings 9 Item 2: Changes in Securities 9 Item 3: Defaults upon Senior Securities 9 Item 4: Submission of Matters to a Vote of Security Holders 9 Item 5: Other Information 9 Item 6: Exhibits and Reports on Form 8-K 9 Signature 10 3 ONEITA INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share data) December 31, September 30, 1994 1994 (Unaudited) (Note 1) ASSETS CURRENT ASSETS: Cash $ 1,832 $ 967 Accounts receivable, less allowance for doubtful accounts 29,833 35,757 Inventories (Note 2) 55,492 44,720 Prepaid expenses and other current assets 3,428 4,963 --------- -------- Total current assets 90,585 86,407 --------- -------- PROPERTY, PLANT AND EQUIPMENT, at cost, less accumulated depreciation and amortization 31,330 30,435 FUNDS RESTRICTED FOR CAPITAL PROJECTS 2,416 2,342 OTHER ASSETS 1,661 1,733 -------- ------- $125,992 $120,917 -------- -------- <FN> See notes to condensed consolidated financial statements 4 ONEITA INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share data) December 31, September 30, 1994 1994 (Unaudited) (Note 1) LIABILITIES AND SHAREHOLDERS EQUITY CURRENT LIABILITIES: Notes payable $ 5,000 $ - Current portion of long term debt and capital leases 5,382 5,377 Accounts payable 10,179 10,485 Accrued liabilities 10,748 9,660 ------- ------- Total current liabilities 31,309 25,522 LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS 15,188 17,133 DEFERRED INCOME TAXES 2,293 2,240 SHAREHOLDERS EQUITY: Preferred Stock, Series I, par value $1.00 per share, 2,000,000 shares authorized, none issued - - Common Stock, $.25 par value, 15,000,000 shares authorized, 6,960,821 shares issued and outstanding at December 31, 1994 and September 30, 1994 1,740 1,740 Other shareholders equity 75,462 74,282 -------- -------- $125,992 $120,917 -------- -------- <FN> See notes to condensed consolidated financial statements. 5 ONEITA INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (In thousands, except per share data) THREE MONTHS ENDED DECEMBER 31, 1994 1993 Net sales $ 40,106 $34,225 Cost of sales 32,242 28,682 -------- -------- Gross profit 7,864 5,543 Selling, general and administrative expenses 5,049 4,039 Income from operations 2,815 1,504 Interest expense, net of interest income of $128 in 1994 and $67 in 1993 (519) (916) -------- -------- Income before provision for income taxes 2,296 588 Provision for income taxes 918 235 -------- -------- Net income $ 1,378 $ 353 -------- -------- Net income per share (Note 3) $ .20 $ .05 -------- -------- <FN> See notes to condensed consolidated financial statements. 6 ONEITA INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands) THREE MONTHS ENDED DECEMBER 31, 1994 1993 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 1,378 $ 353 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 1,359 1,247 Provision for losses on accounts receivable 150 - Increase in deferred income taxes 53 207 Other - (48) Change in assets and liabilities (2,176) (3,342) -------- -------- Net cash provided by (used in) operating activities 764 (1,583) -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (2,215) (2,423) (Increase) decrease in equipment lease deposits (472) 504 Proceeds from sale of property, plant and equipment - 110 -------- -------- Net cash used in investing activities (2,687) (1,809) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Short-term borrowings 5,000 - Purchase of treasury shares (198) - Sale of common stock - 21 Increase in funds restricted for capital projects (74) (47) Payment of long-term debt and capital lease obligations (1,940) (1,848) Net cash provided by (used in) financing activities 2,788 (1,874) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 865 (5,266) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 967 6,716 ------- ------- CASH AT END OF PERIOD $1,832 $1,450 ------- ------- <FN> See notes to condensed consolidated financial statements. 7 ONEITA INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (1) Basis of Presentation - The accompanying unaudited condensed consolidated 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. The balance sheet at September 30, 1994 has been derived from the audited financial statements at that date. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended December 31, 1994 are not necessarily indicative of the results that may be expected for the year ended September 30, 1995. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company s annual report to shareholders for the year ended September 30, 1994. (2) Inventories - Inventories, stated at the lower of cost (primarily last-in, first-out) or market, are comprised of the following: December 31, September 30, 1994 1994 Finished goods $39,424 $31,754 Work in process 11,785 10,249 Raw materials and supplies 4,283 2,717 ------- ------- $55,492 $44,720 ------- ------- (3) Net Income Per Share - Earnings per share are calculated using the weighted average number of shares of common stock, and where dilutive, common stock equivalents outstanding during each period. Shares used in computing per share results were 7,026,002 and 6,962,031 for the three months ended December 31, 1994 and 1993, respectively. 8 MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Net sales for the three months ended December 31, 1994 were $40.1 million as compared to $34.2 million in the comparable period of the prior year, an increase of $5.9 million or 17.3%. The increase was due to improved economic and industry conditions that caused an increase in customer orders and price increases by leading manufacturers, including the Company. Net sales of activewear were $33.0 million for the three months ended December 31, 1994 as compared to $27.1 million in the comparable period of the prior year, an increase of $5.9 million or 21.8%. Net sales of T-shirts and sweat shirts increased by $4.3 million and $1.6 million, respectively. These increases were principally due to increased unit sales of T-shirts of $2.9 million and sweat shirts of $1.5 million, as well as $1.5 million of additional revenue attributable to increased prices. Net sales of infantswear was $7.1 million for the three months ended December 31, 1994 and 1993. Gross profit for the quarter ended December 31, 1994 was $7.9 million, an increase of $2.4 million or 43.6% from the comparable period of the prior year. Gross profit, as a percentage of net sales, increased to 19.6% compared to 16.2% in the comparable period of the prior year due to the price increases mentioned above and overall reduced per unit operating costs, offset in part by increased raw material prices. Selling, general and administrative expenses for the three months ended December 31, 1994 increased $1.0 million or 24.4% from the comparable period of the prior year, due to a higher number of selling and administrative personnel and other related personnel costs. The increased personnel were added to support anticipated increased sales for fiscal 1995. Interest expense, net of interest income, for the first quarter of 1995 was $0.5 million compared to $0.9 million for the corresponding period last year. The decrease was due primarily to lower average borrowings. Liquidity and Capital Resources Working capital was $59.3 million at December 31, 1994 compared to $60.9 million at September 30, 1994. The decrease was due primarily to current maturities of long-term debt. The Company has available bank lines of credit of approximately $27.5 million. At December 31, 1994, there were $5 million outstanding under these lines. The Company believes that its working capital and bank lines are sufficient to meet its liquidity needs for at least the next twelve months. Effects of Inflation The Company believes that the relatively moderate rates of inflation in recent years have not had a significant impact on its sales and profitability. 9 ONEITA INDUSTRIES, INC. AND SUBSIDIARIES PART II - OTHER INFORMATION Item 1 Legal Proceedings None Item 2 Changes in Securities None Item 3 Defaults upon Senior Securities None Item 4 Submission of Matters to a Vote of Security Holders None Item 5 Other Information None Item 6 Exhibits and Reports on Form 8-K Exhibit 27- Financial Data Schedules 10 SIGNATURE 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. ONEITA INDUSTRIES, INC. By:/s/ Herbert J. Fleming ----------------------- Herbert J. Fleming President By:/s/ James L. Ford ----------------------- James L. Ford Executive Vice-President of Finance and Chief Financial Officer Date: March 8, 1995 11 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ONEITA INDUSTRIES, INC. FORM 10Q/A EXHIBIT INDEX Exhibit Number Exhibit Description - ------- ------------------- 27 Financial Data Schedule