<PAGE> 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.
<PAGE> 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
<PAGE> 3
ONEITA INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
<TABLE>
<CAPTION>
March 28, September 27,
1998 1997
(Unaudited) (Note 1)
-------- --------
<S> <C> <C>
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
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
1
<PAGE> 4
ONEITA INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended
-------------------------
March 28, March 29,
1998 1997
-------- --------
<S> <C> <C>
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)
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
2
<PAGE> 5
ONEITA INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
Six Months Ended
-------------------------
March 28, March 29,
1998 1997
-------- --------
<S> <C> <C>
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)
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE> 6
ONEITA INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Six Months Ended
---------------------
March 28, March 29,
1998 1997
-------- --------
<S> <C> <C>
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
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE> 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
<PAGE> 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
<PAGE> 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:
<TABLE>
<CAPTION>
March 28, September 27,
1998 1997
------- -------
<S> <C> <C>
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
======= =======
</TABLE>
7
<PAGE> 10
(4) Liabilities
The following table sets forth prepetition liabilities subject to
compromise from those not subject to compromise and postpetition liabilities:
<TABLE>
<CAPTION>
Prepetition Liabilities
-----------------------
Not
Subject Subject Post
to to Petition Total
Compromise Compromise Liabilities Liabilities
---------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
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
======= ======= ======= =======
</TABLE>
(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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<PAGE> 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
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACT FROM THE CONDENSED
CONSOLIDATION FINANCIAL STATEMENTS FOR THE QUARTER ENDED MARCH 28, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCED TO SUCH STATEMENTS. (IN THOUSANDS)
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-26-1998
<PERIOD-END> MAR-28-1998
<CASH> 338
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0
0
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</TABLE>
