1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.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 28, 1998 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. 9,149,339 shares of Common Stock as of April 30, 1998. 2 FORM 10-Q TABLE OF CONTENTS PART I - FINANCIAL INFORMATION (Unaudited) Item 1: Financial Statements: Condensed Consolidated Balance Sheets at March 28, 1998 and September 27, 1997............................ 1 Condensed Consolidated Statements of Operations for the Three Months Ended March 28, 1998 and March 29, 1997................................................... 2 Condensed Consolidated Statements of Operations for the Six Months Ended March 28, 1998 and March 29, 1997................................................... 3 Condensed Consolidated Statements of Cash Flows for the Six Months Ended March 28, 1998 and March 29, 1997........... 4 Notes to Condensed Consolidated Financial Statements............. 5 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations....................... 9 PART II - OTHER INFORMATION Item 1: Legal Proceedings......................................... 13 Item 2: Changes in Securities..................................... 13 Item 3: Defaults upon Senior Securities........................... 13 Item 4: Submission of Matters to a Vote of Security Holders................................................... 13 Item 5: Other Information......................................... 13 Item 6: Exhibits and Reports on Form 8-K.......................... 13 Signature............................................................. 14 3 ONEITA INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share data) March 28, September 27, 1998 1997 (Unaudited) (Note 1) -------- -------- ASSETS CURRENT ASSETS: Cash $ 338 $ 1,654 Accounts receivable, less allowance for doubtful accounts 13,921 17,200 Inventories (Note 3) 24,399 31,214 Prepaid expenses and other current assets 1,329 1,024 -------- -------- Total current assets 39,987 51,092 PROPERTY, PLANT AND EQUIPMENT, at cost, less accumulated depreciation and amortization 30,762 32,733 OTHER ASSETS 2,669 3,152 -------- -------- $ 73,418 $ 86,977 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: (Note 4) Long-term debt in default, classified as current, subject to compromise $ 70,654 $ 70,654 Notes payable 6,000 -- Current portion of capital leases 1,308 1,405 Accounts payable 4,660 4,117 Accrued liabilities 15,476 17,511 -------- -------- Total current liabilities 98,098 93,687 CAPITAL LEASE OBLIGATIONS (Note 4) 1,380 2,032 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, 9,149,339 shares issued and outstanding at March 28, 1998 and September 27, 1997 2,287 2,287 Other shareholders' equity (28,347) (11,029) -------- -------- $ 73,418 $ 86,977 ======== ======== See notes to condensed consolidated financial statements. 1 4 ONEITA INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share data) Three Months Ended ------------------------- March 28, March 29, 1998 1997 -------- -------- Net sales $ 31,317 $ 32,515 Cost of sales 33,861 32,438 -------- -------- Gross (loss) profit (2,544) 77 Selling, general and administrative expenses 2,623 3,374 -------- -------- Loss from operations (5,167) (3,297) Other expense: Reorganization expense (Note 2) 1,375 -- Interest expense (Note 2) 723 1,942 -------- -------- 2,098 1,942 Loss before provision for income taxes (7,265) (5,239) Benefit for income taxes -- -- -------- -------- Net loss $ (7,265) $ (5,239) ======== ======== Net loss per share (Note 5) $ (.79) $ (.57) ======== ======== See notes to condensed consolidated financial statements. 2 5 ONEITA INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share data) Six Months Ended ------------------------- March 28, March 29, 1998 1997 -------- -------- Net sales $ 57,659 $ 66,412 Cost of sales 65,088 67,077 -------- -------- Gross loss (7,429) (665) Selling, general and administrative expenses 5,266 6,662 -------- -------- Loss from operations (12,695) (7,327) Other expense: Reorganization expense (Note 2) 1,885 -- Interest expense (Note 2) 2,739 3,822 -------- -------- 4,624 3,822 Loss before provision for income taxes (17,319) (11,149) Benefit for income taxes -- -- -------- -------- Net loss $(17,319) $(11,149) ======== ======== Net loss per share (Note 5) $ (1.89) $ (1.22) ======== ======== See notes to condensed consolidated financial statements. 3 6 ONEITA INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands) Six Months Ended --------------------- March 28, March 29, 1998 1997 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $(17,319) $(11,149) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Depreciation and amortization 2,859 3,314 Provision for losses on accounts receivable 200 219 Loss (gain) on sale of property and equipment 12 (70) Change in assets and liabilities: Decrease in accounts receivables 3,079 5,390 Decrease in inventories 6,815 7,194 Increase in prepaid exp and other assets (187) (1,536) Decrease in accounts payable, restructuring accrual and accrued liabilities (1,491) (3,106) -------- -------- Net cash (used in) provided by operating activities (6,032) 256 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property, plant and equipment (559) (1,235) Proceeds from sale of property, plant and equipment 24 531 -------- -------- Net cash used in investing activities (535) (704) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings under debtor in possession facility 6,000 -- Payment of long-term debt and capital lease obligations (749) (2,417) -------- -------- Net cash provided by (used in) financing activities 5,251 (2,417) -------- -------- NET DECREASE IN CASH (1,316) (2,865) CASH AT BEGINNING OF PERIOD 1,654 9,135 -------- -------- CASH AT END OF PERIOD $ 338 $ 6,270 ======== ======== See notes to condensed consolidated financial statements. 4 7 ONEITA INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (In thousands, except share data) (1) Basis of Presentation - Oneita Industries, Inc. (the Company) manufactures and markets high quality activewear including T-shirts and fleecewear, and infantswear primarily for the newborn and toddler markets. These products are marketed to the imprinted sportswear industry and to major retailers. The accompanying 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 27, 1997 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 March 28, 1998 are not necessarily indicative of the results that may be expected for the year ended September 26, 1998. 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 27, 1997. The accompanying consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern and contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result should the Company be unable to continue as a going concern. (2) Status of Operations and Bankruptcy Proceedings The Company incurred a net loss of $40,656 for the year ended September 27, 1997. Market pressures that resulted in reduced sales volumes and prices and operating losses during the year ended September 27, 1997 are continuing in fiscal 1998. Management's operating plans include continued close monitoring of costs and concentrating the manufacturing and sales efforts on a more profitable product mix. In September 1997, the Company announced a plan to consolidate certain of its operations in order to further lower its costs and make its operations more efficient. The consolidation involves the closing of one facility, the write down to estimated fair value of certain excess production equipment and the shift of more assembly operations to existing offshore facilities. 5 8 At March 28, 1998, the Company was and continues to be in non-compliance with certain terms of its long-term revolving credit agreement, a loan agreement with an institutional lender, and subordinated notes held by Robert M. Gintel. Mr. Gintel resigned as Chairman of the Board and as a director of the Company on August 8, 1997. These obligations, $57,000, $6,154 and $7,500 in principal amount, respectively, have been classified as current liabilities. The Company has entered into agreements with its lenders to restructure these agreements through the pre-negotiated Chapter 11 case discussed below. These obligations, which aggregate $70,654, plus accrued interest and fees, will be exchanged for; 1) payment of $15,000 in cash, 2) the issuance of various notes totaling $38,500 and 3) 79.75% of the outstanding Common Stock of the Company. Interest on these obligations from January 23 through March 28, 1998 totaling $1,433 has not been accrued and is not payable under the Amended Plan of Reorganization due to the Chapter 11 proceedings discussed below. However, should the Amended Plan not be confirmed by the Bankruptcy Court or other events occur in the bankruptcy case affecting the Company's ability to implement the Amended Plan, the holders of these obligations could assert a claim for this unaccrued interest. On January 23, 1998, the Company filed a Chapter 11 petition with the United States Bankruptcy Court for the District of Delaware under Chapter 11 of the Bankruptcy Code, together with a Plan of Reorganization implementing the restructuring with its lenders and a Disclosure Statement. Subsequently, an Amended Plan of Reorganization ("Amended Plan") and an Amended Disclosure Statement were approved in the Chapter 11 case. Prior to the commencement of the Chapter 11 case, the holders of the debt mentioned in the preceding paragraph entered into agreements with the Company agreeing, among other things, to cooperate with the Company in implementing the Amended Plan and delivered ballots voting in favor of the Plan. A hearing to consider confirmation of the Amended Disclosure Statement was held on March 19, 1998 at which time the Amended Disclosure Statement was approved and a hearing to consider confirmation of the Amended Plan scheduled for May 12, 1998 has been adjourned and rescheduled for June 3, 1998. The Company has obtained permission from the Bankruptcy Court to continue to pay most pre-petition claims held by trade creditors in order to avoid any disruption in its business. In addition, the Company has obtained authority from the Bankruptcy Court to continue to use cash collateral pursuant to a stipulation and to borrow up to $10,000 from Foothill Capital Corp. under a Debtor-in-Possession Facility. The Debtor-in-Possession Facility is secured by a pledge of certain property, plant and equipment. The Company estimates that it will emerge from these Bankruptcy Proceedings before June 30, 1998. However, there can be no assurance that the Amended Plan will be confirmed by the Bankruptcy Court or that other events will not occur in the bankruptcy case affecting the Company's ability to implement the Amended Plan. If either of these events take place, a non-negotiated Chapter 11 is likely to occur. The Company has a commitment from Foothill Capital Corp., subject to certain conditions, for a new revolving credit facility pursuant to which financing will be available upon emergence from Chapter 11 Proceedings. This facility will permit the borrowing of up to $35,000 based upon availability under a borrowing base formula (estimated to be $25,000 at date of emergence) and will be secured primarily by accounts 6 9 receivable and inventory. One condition of the new revolving credit facility is that the Company have at the date of emergence $5,000 borrowing availability after payments of $15,000 to the holders of the restructured debt and $8,500 (outstanding at April 30, 1998) under the debtor in possession facility. At April 30, 1998 the Company would have had only $1,000 borrowing availability under this formula. Of the $38,500 restructured debt, $37,500 consist of senior notes that are due in three years and bears interest at 12%. The interest accrues but is not paid in cash for the first two years of the note term, except that interest payments in the first two years as well as note principal prepayments may be triggered upon the Company achieving certain targets. The senior notes will be secured by the pledge as collateral of certain property, plant and equipment. The remaining $1,000 of restructured debt will consist of a subordinated note with principal and interest, accruing at 10%, payable in 10 years. The Company has incurred $1,885 of reorganization expense related to the debt restructuring and bankruptcy filing during the six months ended March 28, 1998. (3) Inventories - Inventories, stated at the lower of cost or market, are comprised of the following: March 28, September 27, 1998 1997 ------- ------- Finished goods ........................... $13,046 $20,095 Work in process .......................... 8,917 9,313 Raw materials and supplies ............... 2,436 1,806 ------- ------- $24,399 $31,214 ======= ======= 7 10 (4) Liabilities The following table sets forth prepetition liabilities subject to compromise from those not subject to compromise and postpetition liabilities: Prepetition Liabilities ----------------------- Not Subject Subject Post to to Petition Total Compromise Compromise Liabilities Liabilities ---------- ---------- ----------- ----------- Current Liabilities: Long-term debt in default $70,654 -- -- $70,654 Notes payable -- -- $ 6,000 6,000 Current portion -- $ 1,308 -- 1,308 Accounts payable -- 1,428 3,232 4,660 Accrued liabilities 1,575 1,308 12,593 15,476 ------- ------- ------- ------- $72,229 $ 4,044 $21,825 $98,098 ======= ======= ======= ======= Capital Lease Obligations -- $ 1,380 -- $ 1,380 ======= ======= ======= ======= (5) Net Loss 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 9,149,339 for each of the periods ended March 28, 1998 and March 29, 1997. As discussed in Note (2) above, on the date of emerging from its Bankruptcy Proceedings, the Company will effect a 1-for-5 reverse stock split and will then issue 7,206,516 shares of its common stock (representing 79.75% of the outstanding Common Stock of the Company) to the holders of the restructured debt. (6) Consolidation charges: In September 1997, the Company announced a plan to consolidate certain of its operations in order to further lower its costs and make its operations more efficient. The consolidation involved the closing of one facility, the writedown to estimated fair value of certain excess production equipment and the shift of more assembly operations to existing offshore facilities. The operating results for the year ended September 27, 1997 reflected a pretax charge of $ 15,282 related to this consolidation of which $8,060 was a non-cash charge, $551 was expended in fiscal year 1997 and $6,671 was scheduled for payments in 1998 and 1999. During the six months ended March 28, 1998, the Company paid and charged to the consolidation reserve $1,683 related thereto. 8 11 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (In thousands) Results of Operations - Three Months Net sales for the three months ended March 28, 1998 were $31,317 as compared to $32,515 in the comparable period of the prior year, a decrease of $1,198 or 3.7%. The decrease was due to reduced unit selling prices of $1,638 caused primarily by sales in January 1998 of inventories at discounted prices to generate cash flow, offset by an increase in units sold of $440. Gross profit for the quarter ended March 28, decreased $2,621 from the comparable period of the prior year to a loss of $2,544. Gross profit (loss), as a percentage of net sales, decreased to (8.1)% compared to 0.2%. The reduction in gross profit was caused by discounted sales prices mentioned above and by increases in unit costs incurred in January due to holiday shutdowns. These reductions in gross profit were offset by generally lower operating costs resulting from the Company's cost reduction program discussed in Note 2 of Notes to Condensed Consolidated Financial Statements. Selling, general and administrative expenses for the three months ended March 28, 1998 decreased $751 from the comparable period of the prior year as a result of the Company's cost reduction program discussed in Note 2 of Notes to Condensed Consolidated Financial Statements. As discussed in Note 2, these cost reductions were offset by $1,375 of legal and professional expenditures related to the debt restructuring and bankruptcy filing. Interest expense, net of interest income, for the second fiscal quarter of 1998 was $723 compared to $1,942 for the corresponding period last year. The decrease was due to interest not accruing since January 23, 1998, the date of the Company's Chapter 11 filing, on $70,654 of debt subject to restructuring. Results of Operations - Six Months Net sales for the six months ended March 28, 1998 were $57,659 as compared to $66,412 in the comparable period of the prior year, a decrease of $8,753 or 13.2%. The decrease was due primarily to reduced unit selling prices of $6,145 caused by continued production overcapacity in the industry and lower priced imports and to sales through January 1998 of inventories at discounted prices to generate cash flow. Additionally, due to lower average inventory balances this year compared to last year, fewer units were sold decreasing sales further by $2,608. Gross loss for the six months ended March 28, 1998 of $7,429 increased $6,764 from the comparable period of the prior year. Gross loss, as a percentage of net sales, increased to 12.9% compared to 1.0%. The increase in gross loss was caused by discounted sales prices mentioned above and 9 12 first quarter inventory writedowns of $1,000. These increases in gross loss were offset by generally lower operating costs resulting from the Company's cost reduction program discussed in Note 2 of Notes to Condensed Consolidated Financial Statements. Selling, general and administrative expenses for the six months ended March 28, 1998 decreased $1,396 from the comparable period of the prior year as a result of the Company's cost reduction program discussed in Note 2 of Notes to Condensed Consolidated Financial Statements. As discussed in Note 2, these cost reductions were offset by $1,885 of legal and professional expenditures related to the debt restructuring. Interest expense, net of interest income, for the first half of fiscal 1998 was $2,739 compared to $3,822 for the corresponding period last year. The decrease was due to interest not accruing since January 23, 1998, the date of the Company's Chapter 11 filing, on $70,654 of debt subject to restructuring, offset by higher rates paid on that same debt through January 23, 1998. Liquidity and Capital Resources The Company had a working capital deficit of $58,111 at March 28, 1998 compared to a deficit of $42,595 at September 27, 1997. This change was caused primarily by reductions in accounts receivable and inventories and by $6,000 of borrowings under a debtor in possession facility. The Company had a decrease in cash of $1,316 in the first half of fiscal 1998 compared to a decrease in cash of $2,865 in the comparable period last year. Cash used in operating activities for the first half of fiscal 1998 was $(6,032) compared to $256 of cash provided by operations in the comparable period of last year. The primary components of cash provided by operating activities for both periods were decreases in receivables and inventories as well as the adjustment for depreciation and amortization offset by net losses in both periods. Cash used in investing activities the first half of fiscal 1998 consisted mostly of capital expenditures of $559. At March 28, 1998, the Company was and continues to be in non-compliance with certain terms of its long-term revolving credit agreement, a loan agreement with an institutional lender, and subordinated notes held by Robert M. Gintel. Mr. Gintel resigned as Chairman of the Board and as a director of the Company on August 8, 1997. These obligations, $57,000, $6,154 and $7,500 in principal amount, respectively, have been classified as current liabilities. The Company has entered into agreements with its lenders to restructure these agreements through the pre-negotiated Chapter 11 case discussed below. These obligations, which aggregate $70,654, plus accrued interest and fees, will be exchanged for; 1) payment of $15,000 in cash, 2) the issuance of various notes totaling $38,500 and 3) 79.75% of the outstanding Common Stock of the Company. Interest on these obligations from January 23 through March 28, 1998 totaling $1,433 has not been accrued and 10 13 is not payable under the Amended Plan of Reorganization due to the Chapter 11 proceedings discussed below. However, should the Amended Plan not be confirmed by the Bankruptcy Court or other events occur in the bankruptcy case affecting the Company's ability to implement the Amended Plan, the holders of these obligations could assert a claim for this unaccrued interest. On January 23, 1998, the Company filed a Chapter 11 petition with the United States Bankruptcy Court for the District of Delaware under Chapter 11 of the Bankruptcy Code, together with a Plan of Reorganization implementing the restructuring with its lenders and a Disclosure Statement. Subsequently, an amended Plan of Reorganization ("Amended Plan") and an Amended Disclosure Statement were approved in the Chapter 11 case. Prior to the commencement of the Chapter 11 case, the holders of the debt mentioned in the preceding paragraph entered into agreements with the Company agreeing, among other things, to cooperate with the Company in implementing the Amended Plan and delivered ballots voting in favor of the Plan. A hearing to consider confirnmation of the Amended Disclosure Statement was held on March 19, 1998 at which time the Amended Disclosure Statement was approved and a hearing to consider confirmation of the Amended Plan scheduled for May 12, 1998 has been adjourned and rescheduled for June 3, 1998. The Company has obtained permission from the Bankruptcy Court to continue to pay most pre-petition claims held by trade creditors in order to avoid any disruption in its business. In addition, the Company has obtained authority from the Bankruptcy Court to continue to use cash collateral pursuant to a stipulation and to borrow up to $10,000 from Foothill Capital Corp. under a Debtor-in-Possession Facility. The Debtor-in-Possession Facility is secured by a pledge of certain property, plant and equipment. The Company estimates that it will emerge from these Bankruptcy Proceedings before June 30, 1998. However, there can be no assurance that the Amended Plan will be confirmed by the Bankruptcy Court or that other events will not occur in the bankruptcy case affecting the Company's ability to implement the Amended Plan. If either of these events take place, a non-negotiated Chapter 11 is likely to occur. The Company has a commitment from Foothill Capital Corp., subject to certain conditions, for a new revolving credit facility pursuant to which financing will be available upon emergence from Chapter 11 Proceedings. This facility will permit the borrowing of up to $35,000 based upon availability under a borrowing base formula (estimated to be $25,000 at date of emergence) and will be secured primarily by accounts receivable and inventory. One condition of the new revolving credit facility is that the Company have at the date of emergence $5,000 borrowing availability after payments of $15,000 to the holders of the restructured debt and $8,500 (outstanding at April 30, 1998) under the debtor in possession facility. At April 30, 1998 the Company would have had only $1,000 borrowing availability under this formula. Of the $38,500 restructured debt, $37,500 consist of senior notes that are due in three years and bears interest at 12%. The interest accrues but is not paid in cash for the first two years of the note term, except that interest payments in the first two years as well as note principal prepayments may be triggered upon the Company achieving certain targets. The senior notes will be secured by the pledge as collateral of certain property, plant and equipment. The remaining $1,000 of restructured debt 11 14 will consist of a subordinated note with principal and interest, accruing at 10%, payable in 10 years. The Company's future liquidity requirements are expected to consist primarily of capital expenditures and working capital requirements. The Company's liquidity requirements are expected to be financed from operating cash flow and the proposed financing upon emerging from bankruptcy; however, no assurance can be given that such financing will be available or sufficient. The opinion of the Company's independent public accountants covering the financial statements for the year ended September 27, 1997 included a paragraph questioning the Company's ability to continue as a going concern. All statements other than statements of historical fact included in this report regarding the Company's financial position, business strategy and the plans and objectives of the Company's management for the future operations, are forward-looking statements. When used herein, words such as "anticipate," "believe," "estimate," "expect," intend" and similar expressions, as they relate to the Company or its management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of the Company's management, as well as assumptions made by and information currently available to the Company's management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including but not limited to, competitive factors and pricing pressures, changes in legal and regulatory requirements, technological change or difficulties, product development risks, commercialization and trade difficulties and general economic conditions. Such statements reflect the current views of the Company with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the operations, results of operations, growth strategy and liquidity of the Company. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by this paragraph. 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. 12 15 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 (a) Exhibits None (b) Reports on Form 8-K filed during this quarterly period. The Registrant filed a Form 8-k dated January 23, 1998 with respect to Item 3 and Item 5. 13 16 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/ William H. Boyd --------------------------------------- William H. Boyd Vice President and Treasurer (Principal Accounting Officer) Date: May 5, 1998 14