<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 March 31, 1996 Commission File Number 0-5613
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OAK HILL SPORTSWEAR CORPORATION
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(Exact name of registrant as specified in its charter)
NEW YORK 13-2625545
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(State or other jurisdiction (I.R.S Employer
of incorporation) Identification Number)
1411 BROADWAY, NEW YORK, NEW YORK 10018
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(Address of principal executive offices) (Zip Code)
(212) 789-8900
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(Registrant's telephone number, including area code)
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(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 April 10, 1996, the registrant had 2,057,576 shares of common stock
outstanding.
Page 1
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OAK HILL SPORTSWEAR CORPORATION
INDEX
PART I - Financial Information PAGE
Unaudited financial statements:
Consolidated balance sheets -
March 31, 1996 and December 31, 1995 3
Consolidated statements of operations -
three months ended March 31, 1996 and 1995 4
Consolidated statements of cash flows -
three months ended March 31, 1996 and 1995 5
Notes to consolidated financial statements 6
Management's discussion and analysis of
financial condition and results of operations 7
PART II - Other Information
Item 5. Other Information 8
Signatures 9
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 condition 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
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OAK HILL SPORTSWEAR CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands except share amounts)
(Unaudited)
March 31, December 31,
1996 1995
Assets
Current assets:
Cash and cash equivalents $ 5,499 $ 5,823
Accounts receivable - net 90 479
Assets held for sale 3,055 2,654
Other current assets 181 159
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Total current assets 8,825 9,115
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$ 8,825 $ 9,115
======== ========
Liabilities and stockholders' equity
Current liabilities:
Current portion of long-term debt $ 1,000 $ 1,000
Accounts payable 23 33
Accrued expenses 1,285 1,514
Accrued income taxes 522 522
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Total current liabilities 2,830 3,069
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Stockholders' equity:
Preferred stock, $1.00 par value, authorized
1,000,000 shares; -0- shares issued
Common stock, $.02 par value, authorized
12,000,000 shares; 4,869,828 shares issued 97 97
Capital in excess of par value 27,363 27,363
Accumulated deficit (4,457) (4,406)
Common stock held in treasury, at cost
(2,812,252 shares) (17,008) (17,008)
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Total stockholders' equity 5,995 6,046
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$ 8,825 $ 9,115
======== ========
Page 3
<PAGE>
OAK HILL SPORTSWEAR CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except per share amounts)
(Unaudited)
Three months ended
March 31,
1996 1995
Revenues $ 85 $ --
General and administrative expenses 136 43
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Loss from continuing operations
before provision for taxes (51) (43)
Provision for taxes -- --
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Loss from continuing operations (51) (43)
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Discontinued operations:
Loss, net -- (1,005)
Loss on disposal, net -- --
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-- (1,005)
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Net loss ($ 51) ($1,048)
======= =======
Per share data:
Loss from continuing operations ($.02) ($.02)
Discontinued operations:
Loss, net -- (.49)
Loss on disposal, net -- --
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-- (.49)
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Net loss, primary and fully diluted ($.02) ($.51)
===== =====
Weighted average number of shares outstanding:
Primary and fully diluted 2,058 2,058
Page 4
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OAK HILL SPORTSWEAR CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended
March 31,
1996 1995
Cash flows used in operating activities:
Net loss ($ 51) ($1,048)
Adjustments to reconcile net loss
to net cash used in operating activities:
Loss on disposal of discontinued operations 0 0
Depreciation and amortization 0 126
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(51) (922)
Changes in assets and liabilities 128 (1,063)
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Net cash used in operating activities 77 (1,985)
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Cash flows from investing activities:
Capital expenditures 0 (23)
Increase in assets held for sale (401) 0
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Net cash used in investing activities (401) (23)
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Cash flows from financing activities:
Net short-term borrowings 0 1,945
Principal payment of long-term debt 0 (35)
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Net cash provided by financing activities 0 1,910
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Net decrease in cash (324) (98)
Cash at beginning of year 5,823 332
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Cash at end of period $ 5,499 $ 234
======= =======
Supplemental disclosures of cash flow information:
Changes in assets and liabilities:
Accounts receivable $ 389 ($1,923)
Inventories 0 773
Other current assets (22) 109
Other assets 0 50
Accounts payable and accrued expenses (239) (66)
Accrued income taxes 0 (6)
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$ 128 ($1,063)
======= =======
Cash paid - net during the period for:
Interest $ 31 $ 300
Income taxes 5 6
Page 5
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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. The subsidiary had not commenced operations as
of March 31, 1996.
Note 2 - Discontinued Operations
The sales for divisions representing discontinued operations for the three
months ended March 31, 1996 and 1995 were $1,164,000 and $16,835,000,
respectively.
Page 6
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Liquidity and capital resources:
Working capital at March 31, 1996 amounted to $5,995,000 compared to
$6,046,000 at December 31, 1995, a decrease of $51,000 due to the net loss for
the period.
Management believes that the Company's cash and cash equivalents at March
31, 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 first quarter 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 first quarter of 1995.
General and administrative expenses rose in the first quarter of 1996
compared to the first quarter of 1995 primarily as a result of the costs which
were no longer allocated to its discontinued operations.
Page 7
<PAGE>
PART II. OTHER INFORMATION
Item 5. Other Information
-----------------
On April 22, 1996, the size of the Board of Directors expanded to five
members and Michael A. Asch was elected a director. Thereafter, on April 22,
1996, Steven Kotler and Wilmer J. Thomas, Jr., resigned as directors. Later, on
April 22, 1996, Kenneth S. Roth and Aaron W. Weingarten were elected directors
to fill the vacancies created by the resignations.
Page 8
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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.
OAK HILL SPORTSWEAR CORPORATION
(Registrant)
Date: May 14, 1996 By: /s/ Arthur L. Asch
-------------------------------------
Arthur L. Asch, Chairman of the Board
Date: May 14, 1996 By: /s/ Michael A. Asch
-------------------------------------
Michael A. Asch, Vice President
Page 9
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<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1996
<CASH> 5,499
<SECURITIES> 0
<RECEIVABLES> 90
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 8,825
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,825
<CURRENT-LIABILITIES> 2,830
<BONDS> 0
0
0
<COMMON> 5,995
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 8,825
<SALES> 0
<TOTAL-REVENUES> 85
<CGS> 0
<TOTAL-COSTS> 136
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (51)
<INCOME-TAX> 0
<INCOME-CONTINUING> (51)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (51)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> (.02)
</TABLE>
