UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, S.C. 20549
FORM 10-Q
( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 30, 1996
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)
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. 6,878,506 shares of Common
Stock as of April 30, 1996.
FORM 10-Q
---------
TABLE OF CONTENTS
-----------------
PART I - FINANCIAL INFORMATION (Unaudited)
---------------------------------
Condensed Consolidated Balance Sheets at
March 30, 1996 & September 30, 1995 ..................... 1
Condensed Consolidated Statements of Income for the
Three Months Ended March 30, 1996 and
April 1, 1995 ........................................... 3
Condensed Consolidated Statements of Income for the
Six Months Ended March 30, 1996 and
April 1, 1995 ........................................... 4
Condensed Consolidated Statements of Cash Flows for
the Six Months Ended March 30, 1996
and April 1, 1995 ...................................... 5
Notes to Condensed Consolidated Financial Statements .... 6
Management's Discussion and Analysis of Financial
Condition and Results of Operations ..................... 8
PART II - OTHER INFORMATION
Item 1: Legal Proceedings ............................. 12
Item 2: Changes in Securities ......................... 12
Item 3: Defaults upon Senior Securities ............... 12
Item 4: Submission of Matters to a Vote of Security
Holders ....................................... 12
Item 5: Other Information ............................. 13
Item 6: Exhibits and Reports on Form 8-K .............. 13
Signature ............................................... 14
ONEITA INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
March 30, September 30,
1996 1995
--------- --------------
(Unaudited) (Note 1)
ASSETS
CURRENT ASSETS:
Cash $ 1,050 $ 2,749
Refundable income tax --- 2,485
Accounts receivable, less
allowance for doubtful accounts 38,103 29,438
Inventories (Note 2) 69,080 79,968
Prepaid expenses and other
current assets 2,767 4,765
-------- --------
Total current assets 111,000 119,405
PROPERTY, PLANT AND EQUIPMENT,
at cost, less accumulated
depreciation and amortization 46,947 43,760
OTHER ASSETS 2,869 1,852
-------- --------
$160,816 $165,017
======== ========
<FN>
See notes to condensed consolidated financial statements
</FN>
ONEITA INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
March 30, September 30,
1996 1995
(Unaudited) (Note 1)
----------- -------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable $ --- $ 23,000
Current portion of long term debt
and capital leases 5,267 4,729
Long-term debt in technical default
classified as current (Note 3) 76,154 ---
Accounts payable 14,557 11,699
Accrued liabilities 11,749 7,073
--------- ---------
Total current liabilities 107,727 46,501
LONG-TERM DEBT AND CAPITAL
LEASE OBLIGATIONS 3,971 37,404
DEFERRED INCOME TAXES --- 3,272
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,
6,998,906 shares issued and
outstanding at March 30, 1996
and September 30, 1995 1,750 1,750
Other shareholders' equity 47,368 76,090
--------- ---------
$160,816 $165,017
========= =========
<FN>
See notes to condensed consolidated financial statements.
</FN>
ONEITA INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
Three Months Ended
-------------------
March 30, April 1,
1996 1995
--------- --------
Net sales $ 43,236 $ 51,952
Cost of sales 56,718 41,965
--------- ---------
Gross profit (13,482) 9,987
Selling, general and administrative
expenses 5,818 5,673
Restructuring charges (Note 5) 5,301 ---
--------- ---------
Income(loss) from operations (24,601) 4,314
Interest expense, net of interest
income of $202 in 1996 and $57
in 1995 1,621 839
--------- ---------
Income (loss) before provision for
income taxes (26,222) 3,475
(Benefit) provision for income taxes (874) 1,366
--------- ---------
Net income (loss) $(25,348) $ 2,109
========= =========
Net income (loss) per share $(3.68) $ .30
========= =========
(Note 6)
<FN>
See notes to condensed consolidated financial statements.
</FN>
ONEITA INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
Six Months Ended
------------------------
March 30, April 1,
1996 1995
--------- --------
Net sales $ 78,423 $ 92,058
Cost of sales 91,351 74,207
--------- ---------
Gross profit (12,928) 17,851
Selling, general and administrative
expenses 10,511 10,722
Restructuring charges (Note 5) 5,301 ---
--------- ---------
Income(loss) from operations (28,740) 7,129
Interest expense, net of interest
income of $266 in 1996 and $185
in 1995 2.921 1,358
--------- ---------
Income (loss) before provision for
income taxes (31,661) 5,771
(Benefit) provision for income taxes (2,939) 2,284
--------- ---------
Net income (loss) $(28,722) $ 3,487
========= =========
Net income (loss) per share $(4.17) $ .50
====== =====
(Note 6)
<FN>
See notes to condensed consolidated financial statements.
</FN>
ONEITA INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Six Months Ended
------------------------
March 30, April 1,
1996 1995
--------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(28,722) $ 3,487
Adjustments to reconcile net income (loss)
to net cash used in operating activities:
Depreciation and amortization 2,889 2,808
Provision for losses on accounts receivable 200 300
Decrease in deferred income taxes (1,621) (1,662)
Change in assets and liabilities 12,777 (21,809)
-------- --------
Net cash used in operating activities (14,477) (16,876)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment (6,682) (5,451)
Decrease in equipment lease deposits 883 408
Proceeds from sale of property, plant
and equipment 58 9
-------- --------
Net cash used in investing activities (5,741) (5,034)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Short-term borrowings 2,000 26,500
Payment of short-term borrowings (25,000) ---
Proceeds from issuance of long-term debt
(including $70,000 classified as current) 70,219 ---
Purchase of treasury shares --- (547)
Sale of Common Stock --- 330
Increase in funds restricted
for capital projects --- (137)
Payment of long-term debt and capital
lease obligations (26,960) (2,870)
Other (1,740) ---
-------- --------
Net cash provided by
financing activities 18,519 23,276
-------- --------
NET (DECREASE) INCREASE IN CASH
AND CASH EQUIVALENTS (1,699) 1,366
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 2,749 967
-------- --------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 1,050 $ 2,333
======== ========
<FN>
See notes to condensed consolidated financial statements.
</FN>
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, 1995 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 and six-month periods ended March 30, 1996 are not necessarily
indicative of the results that may be expected for the year ended September 28,
1996. 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, 1995.
(2) Inventories -
-----------
The Company has implemented a plan to reduce inventories levels and has
recorded appropriate write-downs in the second fiscal quarter to reflect this
decision.
Inventories, stated at the lower of cost (primarily last-in, first-out) or
market, are comprised of the following:
March 30, September 30,
1996 1995
--------- -------------
Finished goods $50,199 $58,537
Work in process 15,177 17,495
Raw materials and supplies 3,704 3,936
-------- --------
$69,080 $79,968
======== ========
(3) Long-term debt obligations in technical default classified as
current -
-------------------------------------------------------------
At March 30, 1996, the Company was not in compliance with certain financial
covenants arising under its January 1996 revolving credit agreement and under a
loan agreement with an institutional lender. Accordingly these obligations,
$55,000 and $6,154, respectively, are subject to acceleration by the lenders and
have been classified as current. Also classified as current pursuant to cross
default provisions are subordinated notes in the amount of $15,000. See
liquidity discussion below.
(4) Income Taxes -
------------
An income tax benefit has been provided for the three month and six month
periods ended March 30, 1996 to the extent of income taxes previously paid and
refundable and to the extent of deferred income taxes previously provided.
(5) Restructuring charges -
---------------------
The operating results for the three and six month periods ended March 30,
1996 reflect a pretax charge of $5,301 for the write down of facilities to the
fair market value and the estimated personnel transitional costs related to
staff reductions recently implemented.
(6) 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 6,883,695
and 7,029,326 for the three months ended March 30, 1996 and April 1, 1995,
respectively and 6,883,647 and 7,027,664 for the six months ended March 30, 1996
and April 1, 1995, respectively.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
- ---------------------
The Company incurred a loss in its second fiscal quarter ending March 30,
1996 of $25.3 million compared to net income of $2.1 million in the second
quarter of last year. Included in the second quarter loss are charges and
expenses of approximately $19.8 million including charges to write down certain
inventories to their net realizable value ($14.5 million, see liquidity
discussion below), and restructuring costs ($5.3 million) related to the
shutdown of two facilities located in South Carolina and reductions in
administrative and supervisory staff. The operating loss of $5.5 million, before
these charges, for the second quarter was caused by previously announced price
decreases, reduced unit sales and by high production costs caused primarily by
reduced and curtailed operating schedules. In May 1996 the Company reduced its
administrative and supervisory staff by approximately 100 persons which is
expected to yield an estimated annual savings of approximately $4 million.
Net sales for the three months ended March 30, 1996 were $43.2 million as
compared to $52.0 million in the comparable period of the prior year, a decrease
of $8.8 million or 16.9%. The decrease was due to a reduction of customer orders
as well as reduced prices. Net sales of activewear were $34.9 million for the
three months ended March 30, 1996 as compared to $43.3 million in the comparable
period of the prior year, a decrease of $8.4 million or 19.4%. The decrease was
principally due to lower unit sales of $4.1 million as well as $4.3 million of
reduced revenues attributable to reduced sales prices. Net sales to retail
customers were $8.3 million for the three months ended March 30, 1996 compared
to $8.7 million last year.
Gross profit for the quarter ended March 30, 1996 of $(13.5) million
decreased $23.5 million from the comparable period of the prior year due to the
reduced pricing mentioned above and reduced unit sales as well as increased
operating costs. Gross profit, as a percentage of net sales, decreased to
(31.2%) compared to 19.2% in the comparable period of the prior year due to the
price decreases mentioned above, costs associated with reduced production
schedules, inventory valuation reserves, and increased per unit operating costs.
Selling, general and administrative expenses for the three months ended
March 30, 1996 increased $0.2 million from the comparable period of the prior
year due to higher sales related costs.
Interest expense, net of interest income, for the second quarter of 1996
was $1.6 million compared to $0.9 million for the corresponding period last
year. The increase was due to higher average borrowings as well as higher
borrowing rates.
Net sales for the six months ended March 30, 1996 were $78.4 million as
compared to $92.1 million in the comparable period of the prior year, a decrease
of $13.7 million or 14.9%.
Net sales of activewear were $62.4 million for the six months ended March
30, 1996 as compared to $76.3 million in the comparable period of the prior
year, a decrease of $13.9 million or 18.2%. Net sales of T-shirts and
sweatshirts decreased by $13.8 million and $0.1 million, respectively. The
T-shirt decrease was principally due to lower unit sales of T-shirts of $6.1
million as well as $7.4 million of reduced revenues attributable to promotional
pricing. Sales of sweatshirts decreased slightly due to $0.7 million of reduced
revenues attributable to promotional pricing partially offset by increased unit
sales of $0.6 million. Net sales to retail customers were $16.0 million for the
six months ended March 30, 1996 compared to $15.8 million last year.
Gross profit for the six months ended March 30, 1996 of $(12.9) million
decreased $30.8 million from the comparable period of the prior year. Gross
profit, as a percentage of net sales, decreased to (16.5%) compared to 19.4% in
the comparable period of the prior year due to the reasons set forth above.
Selling, general and administrative expenses for the six months ended March
30, 1996 decreased $0.2 million from the comparable period of the prior year.
Interest expense, net of interest income, for the six months ended March
30, 1996 was $2.9 million compared to $1.4 million for the corresponding period
last year. The increase was due to higher average borrowings as well as higher
interest rates.
Liquidity and Capital Resources
- -------------------------------
Working capital was $3.3 million at March 30, 1996 compared to $72.9
million at September 30, 1995. The incurrence of additional indebtedness
pursuant to a new revolving credit agreement and subordinated notes during the
second fiscal quarter was offset by the reclassification of this long-term debt
as current due to the technical default mentioned below resulting in the
decrease in working capital.
In January 1996, the Company issued 10% subordinated notes to Avondale
Mills, Inc. and Robert Gintel in the aggregate principal amount of $15.0 million
maturing February 26, 1999, concurrently with the funding of the Company's new
bank credit facility. The notes are subordinate to the Company's bank debt and
certain other senior debt.
Subordinated notes in the amount of $7.5 million to Avondale and $3.75
million to Gintel were to be prepaid from the proceeds of a proposed rights
offering under which stockholders were to be given the opportunity to maintain
their current ownership percentage by receiving the right to subscribe to shares
at $7.00 per share on the basis of one share of Oneita common stock for each
four shares of stock presently held. In light of the operating loss for the
quarter and the decrease in the market price per share of the Company's common
stock, the Board of Directors has determined to defer the proposed rights
offering indefinitely. In connection with the $3.75 million subordinated note to
Gintel which was not to be repaid from the proceeds of the rights offering, the
Company has issued Gintel warrants to purchase 125,000 shares of Oneita Common
Stock at $7.00 per share. The proceeds from issuance of the subordinated notes
have been used for working capital and capital expenditures.
In January 1996, the Company borrowed $60.0 million under a new revolving
credit agreement with its banks of which $55.0 million was outstanding on March
30, 1996. The proceeds of the new debt were used to pay off an existing bank
credit facility and existing short-term bank lines totaling $50.0 million. The
additional proceeds were used for working capital and capital expenditures. The
new revolving line of credit is collateralized by inventories and accounts
receivable and has a maturity date of January 26, 1999. At March 30, 1996, the
Company was not in compliance with certain financial covenants arising under the
new revolving credit agreement and under a loan agreement with an institutional
lender. Accordingly, these obligations, $55.0 million and $6.2 million,
respectively, are subject to acceleration by the lenders and have been
classified as current liabilities. Also classified as current liabilities under
a cross default provision with the revolving credit agreement are the
subordinated notes discussed above in the amount of $15 million. The Company has
received a letter from its banks expressing a willingness to negotiate an
amendment to the new credit facility by modifying the financial covenant
requirements and extend the collateral to include the Company's property, plant
and equipment; however, there is no assurance that any proposed amendment can be
finalized on terms satisfactory to the Company or otherwise. No such
communication has been received from the institutional lender or the
subordinated note holders.
Capital expenditures were $ 4.2 million for the three month period ended
March 30, 1995 and $6.7 million for the six month period ended March 30, 1996
and primarily were directed to the expansion of the Company's new textile
manufacturing plant in Fayette, Alabama. Cost to complete this project of
approximately $2.5 million is expected to be incurred in the second half of
fiscal 1996.
During fiscal 1995 and the first six months of fiscal 1996, the Company's
inventories increased by $24.4 million to $69.0 million. While $5.0 million of
the increase was planned due to new styles and other customer service
requirements, most of the increase was due to reduced deliveries because of
reduced customer demand and is in excess of requirements to support current
levels of customer demand. Because of the continued operating losses resulting
from lower than expected unit sales and selling prices, the Company's bank
financing is not sufficient to continue to carry this inventory until it can be
sold in the ordinary course of business while continuing acceptable plant
operating schedules. The Company has implemented a plan to reduce these
inventories and has recorded appropriate write-downs in the second fiscal
quarter.
The Company's liquidity requirements, consisting primarily of capital
expenditures and seasonal working capital requirements, are expected to be
financed from operating cash flow and existing debt arrangements, as amended or
refinanced. However, no assurance can be given that sufficient debt financing
will be available to the Company on satisfactory terms. In the event debt
financing is not available, the Company may be forced to reduce inventory levels
even further by either additional curtailment of production or the acceleration
of customer deliveries by offering additional discounts. It is anticipated that
these actions will generate sufficient liquidity to meet the Company's
obligations; however no assurance can be given in this regard.
Except for historical information contained herein, the matters set forth
are forward looking statements that involve certain risks and uncertainties that
could cause actual results to differ materially from those in the forward
looking statements. Potential risks and uncertainties include such factors as
the Company's ability to obtain amendments to its existing lending agreements,
the level of consumer spending for apparel, the amount of sales of the Company's
activewear products, the competitive pricing and promotional campaign
environment within the basic apparel segment of the apparel industry, yarn price
fluctuations and the financial strength of the retail industry.
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.
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
-------------------------------
See "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital
Resources."
Item 4 Submission of Matters to a Vote of Security Holders
---------------------------------------------------
(a) The Registrant held its Annual Meeting of Stockholders
on February 27, 1996.
(b) Seven directors were elected at the Annual Meeting to serve until
the Annual Meeting of Stockholders in 1997. The names of these
Directors and votes cast in favor of their election and shares
withheld are as follows:
NAME VOTES FOR VOTES WITHHELD
---- --------- --------------
Robert M. Gintel 6,425,790 72,047
Herbert J. Fleming 6,425,790 72,047
Meyer A. Gross 6,425,790 72,047
Lewis Rubin 6,425,790 72,047
John G. Hudson 6,425,640 72,197
H. Varnell Moore 6,425,790 72,047
Jack R. Altherr, Jr. 6,425,790 72,047
The stockholders approved a proposal to approve the
issuance of warrants to purchase 125,000 shares of
Common Stock to Robert M. Gintel:
VOTES FOR VOTES AGAINST ABSTAIN
--------- ------------- -------
5,340,122 152,922 7,500
In addition, the stockholders approved a proposal to approve and
adopt the Company's Employee Stock Purchase Plan:
VOTES FOR VOTES AGAINST ABSTAIN
--------- ------------- -------
6,206,893 63,746 5,265
Item 5 Other Information
-----------------
During the quarter ended March 30, 1996 the Company
announced several senior management changes. Michael
Billingsley was named President and Chief Executive Officer
of Oneita Industries and was appointed to Oneita's Board of
Directors. Mr. Billingsley, age 44, came to Oneita from
Avondale Mills, Inc. where he was Corporate Vice President
and President of Avondale Yarns. Herbert J. Fleming, former
President, Joe E. Brinson, former Executive Vice President
of Operations, and James L. Ford, former Chief Financial
Officer, are no longer officers of the Company.
Item 6 Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
27. Financial Data Schedule
(b) Reports on Form 8-K during the quarter ended March 30, 1996:
None
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/ C. Michael Billingsley
---------------------------
C. Michael Billingsley
President and Chief
Executive Officer
By: /s/ E. Franklin Impson, Jr
---------------------------
E. Franklin Impson, Jr.
Vice-President and Controller
(Principal Accounting Officer)
Date: May 17, 1996