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<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended June 30, 1996 Commission File Number 0-5613
----------------- -------
OAK HILL SPORTSWEAR CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEW YORK 13-2625545
- --------------------------------------------------------------------------------
(State or other jurisdiction (I.R.S Employer
of incorporation) Identification Number)
1411 BROADWAY, NEW YORK, NEW YORK 10018
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(212) 789-8900
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name, former address, and former fiscal year,
if changed since last report)
Indicate by checkmark 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 ____
As of August 9, 1996, the registrant had 2,057,576 shares of common stock
outstanding.
Page 1
<PAGE>
OAK HILL SPORTSWEAR CORPORATION
INDEX
PART I - Financial Information PAGE
Unaudited financial statements:
Consolidated balance sheets -
June 30, 1996 and December 31, 1995 3
Consolidated statements of operations -
three months ended June 30, 1996 and 1995 4
Consolidated statements of operations -
six months ended June 30, 1996 and 1995 5
Consolidated statements of cash flows -
six months ended June 30, 1996 and 1995 6
Notes to consolidated financial statements 7
Management's discussion and analysis of
financial condition and results of operations 8
PART II - Other Information
Item 4. Submission of Matters to a Vote of Security Holders 9
Signatures 10
The accompanying financial statements have been prepared without audit and do
not include all footnotes and disclosures required under generally accepted
accounting principles. Management believes that the results herein reflect all
adjustments which are, in the opinion of management, necessary to fairly state
the results and current financial position of the Company for the respective
periods. All such adjustments reflected herein are of a normal, recurring
nature. It is recommended that this Report be read in conjunction with the
Company's Annual Report on Form 10-K for its year ended December 31, 1995.
Page 2
<PAGE>
OAK HILL SPORTSWEAR CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands except share amounts)
(Unaudited)
June 30, December 31,
1996 1995
Assets
Current assets:
Cash and cash equivalents $ 5,688 $ 5,823
Accounts receivable - net 188 479
Assets held for sale 2,636 2,654
Other current assets 122 159
-------- --------
Total current assets 8,634 9,115
-------- --------
$ 8,634 $ 9,115
======== ========
Liabilities and stockholders' equity
Current liabilities:
Current portion of long-term debt $ 1,000 $ 1,000
Accounts payable 129 33
Accrued expenses 1,229 1,514
Accrued income taxes 522 522
-------- --------
Total current liabilities 2,880 3,069
-------- --------
Stockholders' equity:
Preferred stock, $1.00 par value, authorized
1,000,000 shares; -0- shares issued
Common stock, $.02 par value, authorized
12,000,000 shares; 4,869,828 shares issued 97 97
Capital in excess of par value 27,363 27,363
Retained earnings (accumulated deficit) (4,698) (4,406)
Common stock held in treasury, at cost
(2,812,252 shares) (17,008) (17,008)
-------- --------
Total stockholders' equity 5,754 6,046
-------- --------
$ 8,634 $ 9,115
======== ========
Page 3
<PAGE>
OAK HILL SPORTSWEAR CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except per share amounts)
(Unaudited)
Three months ended
June 30,
1996 1995
Revenues $ 82 $ --
General and administrative expenses 137 54
------- -------
Loss from continuing operations
before provision for taxes (55) (54)
Provision for taxes 4 --
------- -------
Loss from continuing operations (59) (54)
------- -------
Discontinued operations:
Loss, net (182) (1,726)
Loss on disposal, net -- (496)
------- -------
(182) (2,222)
------- -------
Net loss ($ 241) ( $2,276)
======= =======
Per share data:
Loss from continuing operations ($ .03) ($ .03)
Discontinued operations:
Loss, net (.09) (.84)
Loss on disposal, net -- (.24)
------- -------
(.09) (1.08)
------- -------
Net loss, primary and fully diluted ($ .12) ($ 1.11)
======= =======
Weighted average number of shares outstanding:
Primary and fully diluted 2,058 2,058
Page 4
<PAGE>
OAK HILL SPORTSWEAR CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except per share amounts)
(Unaudited)
Six months ended
June 30,
1996 1995
Revenues $ 167 $ --
General and administrative expenses 273 97
------- -------
Loss from continuing operations
before provision for taxes ( 106) (97)
Provision for taxes 4 --
------- -------
Loss from continuing operations: ( 110) (97)
------- -------
Discontinued operations:
Loss, net ( 182) (2,731)
Loss on disposal, net -- (496)
------- -------
( 182) (3,227)
------- -------
Net loss ($292) ($3,324)
======= =======
Per share data:
Loss from continuing operations ($.05) ($ .05)
Discontinued operations:
Loss, net (.09) (1.33)
Loss on disposal, net -- (.24)
------- -------
(.09) (1.57)
------- -------
Net loss, primary and fully diluted ($ .14) ($ 1.62)
======= =======
Weighted average number of shares outstanding:
Primary and fully diluted 2,058 2,058
Page 5
<PAGE>
OAK HILL SPORTSWEAR CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Six Months Ended
June 30,
1996 1995
Cash flows used in operating activities:
Net loss ($ 292) ($ 3,324)
Adjustments to reconcile net loss
to net cash used in operating activities:
Loss on disposal of discontinued operations 0 496
Depreciation and amortization 0 224
------ --------
( 292) (2,604)
Changes in assets and liabilities 139 875
-------- --------
Net cash used in operating activities ( 153) (1,729)
-------- --------
Cash flows from investing activities:
Net proceeds on disposal of disc. operations 0 1,035
Decrease in assets held for sale 18 0
-------- --------
Net cash provided by investing activities 18 1,035
-------- --------
Cash flows from financing activities:
Net short-term borrowings 0 1,126
Principal payment of long-term debt 0 (570)
-------- --------
Net cash provided by financing activities 0 556
-------- --------
Net decrease in cash (135) (138)
Cash at beginning of year 5,823 332
-------- --------
Cash at end of period $ 5,688 $ 194
======== ========
Supplemental disclosures of cash flow information:
Changes in assets and liabilities:
Accounts receivable $ 291 $ 868
Inventories 0 (2,481)
Other current assets 37 97
Other assets 0 295
Accounts payable and accrued expenses (189) 2,113
Accrued income taxes 0 (17)
-------- --------
$ 139 $ 875
======== ========
Cash paid - net during the period for:
Interest $ 11 $ 717
Income taxes 0 17
Non-cash investing activities:
Proceeds from sale of discontinued operations
which were included in receivable for
assets sold-net at June 30, 1995 $ 0 $ 14,062
Page 6
<PAGE>
OAK HILL SPORTSWEAR CORPORATION
Notes to Consolidated Financial Statements
(Unaudited)
Note 1 - Consolidation
The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiary which was inactive.
Note 2 - Discontinued Operations
The sales for divisions representing discontinued operations for the three
months ended June 30, 1996 and 1995 were $954,000 and $15,596,000, respectively.
For the six months ended June 30, 1996 and 1995, such sales were $2,118,000 and
$32,431,000, respectively.
Page 7
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Liquidity and capital resources:
Working capital at June 30, 1996 amounted to $5,754,000 compared to
$6,046,000 at December 31, 1995, a decrease of $292,000 due to the net loss for
the period.
Management believes that the Company's cash and cash equivalents at June
30, 1996 will be adequate to pay its payables and accrued expenses, to cover its
general and administrative expenses and to cover the potential continuing
losses, if any were not previously provided for, from discontinued operations.
Results of operations:
Revenues in the second quarter and first half of 1996 consisted of
consulting and interest income. The consulting income arises from the Company's
agreement with a purchaser of its Sportswear Division and the interest income
arises from the investment of the Company's excess cash and cash equivalents,
neither of which occurred during the second quarter or first half of 1995.
General and administrative expenses rose in the second quarter and first
half of 1996 compared to the second quarter and first half of 1995 primarily as
a result of the costs which were no longer allocated to its discontinued
operations.
Page 8
<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matters to Vote of Security Holders
(a) The Annual Meeting of the shareholders of the Company was held on
June 26, 1996.
(b) At said Annual Meeting, the following persons were elected
directors, with the following number of shares voted for and
withheld:
For Withheld
--------- ----------
Arthur L. Asch 1,854,648 20,024
Michael A. Asch 1,854,653 20,019
Joseph Greenberger 1,854,661 20,011
Kenneth S. Roth 1,854,661 20,011
Aaron W. Weingarten 1,854,661 20,011
(c) At said Annual Meeting, an amendment to the Company's
Non-Qualified Stock Option Plan was approved by a vote of
1,741,316 shares for and 35,649 shares against, with 7,816
abstaining and broker non-votes.
Page 9
<PAGE>
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.
OAK HILL SPORTSWEAR CORPORATION
(Registrant)
Date: August 12, 1996 By: /s/ Arthur L. Asch
--------------------------------------
Arthur L. Asch, Chairman of the Board
Date: August 12, 1996 By: /s/ Michael A. Asch
--------------------------------------
Michael A. Asch, Vice President
Page 10
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1996
<CASH> 5,688
<SECURITIES> 0
<RECEIVABLES> 188
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 8,634
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,634
<CURRENT-LIABILITIES> 2,880
<BONDS> 0
0
0
<COMMON> 5,754
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 8,634
<SALES> 0
<TOTAL-REVENUES> 167
<CGS> 0
<TOTAL-COSTS> 273
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (106)
<INCOME-TAX> 4
<INCOME-CONTINUING> (110)
<DISCONTINUED> (182)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (292)
<EPS-PRIMARY> (.14)
<EPS-DILUTED> (.14)
</TABLE>
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