SPRINGS INDUSTRIES INC
10-Q, 1998-08-18
BROADWOVEN FABRIC MILLS, COTTON
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             -----------------------


                                 F O R M    10-Q

For the Quarter Ended July 4, 1998                 Commission File Number 1-5315


                             -----------------------



                 S P R I N G S    I N D U S T R I E S,    I N C.
             (Exact name of registrant as specified in its charter)


              SOUTH CAROLINA                                    57-0252730
     (State or other jurisdiction of                        (I.R.S. Employer
      incorporation or organization)                       Identification No.)


205 North White Street
Fort Mill, South Carolina                                          29715
(Address of principal executive offices)                         (Zip Code)

               Registrant's telephone number, including area code:
                                 (803) 547-1500

                             -----------------------

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 (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for at least the past 90 days.

Yes   X    No
    -----     -----

                             -----------------------

As of August 7, 1998, there were 11,262,931 shares of Class A Common Stock and
7,196,914 shares of Class B Common Stock of Springs Industries, Inc.
outstanding.

                             -----------------------

There are 15 pages in the sequentially numbered, manually signed original of
this report.

                       The Index to Exhibits is on Page 14


<PAGE>   2

                         TABLE OF CONTENTS TO FORM 10-Q

<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION

ITEM                                                                                   PAGE
- ----                                                                                   ----
<S>           <C>                                                                      <C>
1.            FINANCIAL STATEMENTS                                                       3

2.            MANAGEMENT'S DISCUSSION AND ANALYSIS OF                                    9
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS

PART II - OTHER INFORMATION

ITEM                                                                                   PAGE
- ----                                                                                   ----

6.            EXHIBITS                                                                  12

SIGNATURES                                                                              13

EXHIBIT INDEX                                                                           14
</TABLE>

<PAGE>   3


                                     PART I
                          ITEM I - FINANCIAL STATEMENTS

SPRINGS INDUSTRIES, INC.
Consolidated Statement of Operations
and Retained Earnings
(In thousands except per share amounts)
(Unaudited)

<TABLE>
<CAPTION>
                                                THIRTEEN WEEKS ENDED            TWENTY-SIX WEEKS ENDED
                                             --------------------------      -----------------------------
                                               JULY 4,        JUNE 28,         JULY 4,           JUNE 28,
                                                1998            1997            1998              1997
                                             ----------      ----------      -----------       -----------
<S>                                          <C>             <C>             <C>               <C>        
OPERATIONS
  Net sales ..............................   $  537,082      $  528,931      $ 1,093,818       $ 1,071,940
  Cost and expenses:
    Cost of goods sold ...................      443,877         430,828          898,936           877,585
    Selling, general and
      administrative expenses ............       65,815          65,243          137,621           133,796
    Provision for uncollectible
      receivables ........................        8,915           2,782           12,110             4,983
    Restructuring and
      realignment expenses ...............        1,240           2,221           26,090             4,984
    Year 2000 expenses ...................        2,331             410            3,751               688
    Interest expense .....................        6,504           4,705           12,058             9,226
    Other (income) expense ...............         (480)            300             (624)              151
                                             ----------      ----------      -----------       -----------
      Total ..............................      528,202         506,489        1,089,942         1,031,413
                                             ----------      ----------      -----------       -----------

  Income before income taxes .............        8,880          22,442            3,876            40,527

  Income tax provision ...................        3,379           7,315            1,474            14,189
                                             ----------      ----------      -----------       -----------
    Net income ...........................   $    5,501      $   15,127      $     2,402       $    26,338
                                             ==========      ==========      ===========       ===========

  Earnings per common share - basic ......   $      .29      $      .75      $       .13       $      1.31
                                             ==========      ==========      ===========       ===========

  Earnings per common share - diluted ....   $      .28      $      .73      $       .12       $      1.27
                                             ==========      ==========      ===========       ===========

  Cash dividends declared:
    Class A shares .......................   $      .33      $      .33      $       .66       $       .66
                                             ==========      ==========      ===========       ===========
    Class B shares .......................   $      .30      $      .30      $       .60       $       .60
                                             ==========      ==========      ===========       ===========

  Basic weighted-average common shares
   outstanding ...........................       18,850          20,158           19,123            20,155
  Dilutive effect of stock-based
   compensation awards ...................          466             561              509               511
                                             ----------      ----------      -----------       -----------
  Diluted weighted-average shares
   outstanding ...........................       19,316          20,719           19,632            20,666
                                             ==========      ==========      ===========       ===========

RETAINED EARNINGS
  Retained earnings at beginning
    of period ............................   $  663,008      $  680,309      $   701,354       $   675,533
  Net income .............................        5,501          15,127            2,402            26,338
  Repurchase of Class A common stock .....      (28,194)             --          (57,253)               --
  Cash dividends declared ................       (6,019)         (6,436)         (12,207)          (12,871)
                                             ----------      ----------      -----------       -----------
  Retained earnings at end of period .....   $  634,296      $  689,000      $   634,296       $   689,000
                                             ==========      ==========      ===========       ===========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.


                                      -3-

<PAGE>   4

SPRINGS INDUSTRIES, INC.
Condensed Consolidated Balance Sheet
(In thousands except share data)
(Unaudited)

<TABLE>
<CAPTION>
                                                                         JULY 4,           JANUARY 3,
                                                                          1998                1998
                                                                      ------------        ------------
<S>                                                                   <C>                 <C>         
ASSETS
Current assets:
  Cash and cash equivalents ................................          $        762        $        373
  Accounts receivable, net .................................               325,352             317,702
  Inventories, net .........................................               462,714             420,295
  Other ....................................................                47,281              48,309
                                                                      ------------        ------------
    Total current assets ...................................               836,109             786,679
                                                                      ------------        ------------

Property, plant and equipment ..............................             1,375,950           1,340,154
  Accumulated depreciation .................................              (825,938)           (799,623)
                                                                      ------------        ------------
    Property, plant and equipment, net .....................               550,012             540,531
                                                                      ------------        ------------
Other assets ...............................................                85,282              81,533
                                                                      ------------        ------------
    Total ..................................................          $  1,471,403        $  1,408,743
                                                                      ============        ============

LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
  Short-term borrowings ....................................          $     38,400        $      7,450
  Current maturities of long-term debt .....................                21,208              14,452
  Accounts payable .........................................                88,929              92,135
  Accrued restructuring costs ..............................                11,532               4,647
  Other accrued liabilities ................................                97,568             121,409
                                                                      ------------        ------------
    Total current liabilities ..............................               257,637             240,093
                                                                      ------------        ------------

Noncurrent liabilities:
  Long-term debt ...........................................               275,609             164,287
  Accrued benefits and deferred
   compensation ............................................               180,476             173,681
  Other ....................................................                24,915              26,084
                                                                      ------------        ------------
    Total noncurrent liabilities ...........................               481,000             364,052
                                                                      ------------        ------------

Shareowners' equity:
  Class A common stock- $.25 par value
    (11,487,228 and 12,601,757 shares
    issued in 1998 and 1997, respectively) .................                 2,872               3,150
  Class B common stock- $.25 par value
    (7,263,960 and 7,270,921 shares issued
    and outstanding in 1998 and 1997,
    respectively)...........................................                 1,816               1,818
  Additional paid-in capital ...............................               105,010             108,684
  Retained earnings ........................................               634,296             701,354
  Cost of Class A shares in treasury
    (98,940 and 101,091 shares in 1998
    and 1997, respectively) ................................                (2,243)             (2,276)
  Currency translation adjustment and other ................                (8,985)             (8,132)
                                                                      ------------        ------------
    Total shareowners' equity ..............................               732,766             804,598
                                                                      ------------        ------------
    Total ..................................................          $  1,471,403        $  1,408,743
                                                                      ============        ============
</TABLE>

See Notes to Condensed Consolidated Financial Statements.


                                       4
<PAGE>   5

SPRINGS INDUSTRIES, INC.
Condensed Consolidated Statement of Cash Flows
(In thousands)
(Unaudited)

<TABLE>
<CAPTION>
                                                                           TWENTY-SIX WEEKS ENDED 
                                                                         JULY 4,            JUNE 28,  
                                                                          1998                1997    
                                                                      ------------        ------------
  <S>                                                                 <C>                 <C>         
  Operating activities:
    Net income .............................................          $      2,402        $     26,338
    Adjustments to reconcile net income to
     net cash provided (used) by operating
     activities:
     Depreciation and amortization .........................                45,372              44,954
     Provision for restructuring costs .....................                23,049                  --
     Provision for uncollectible receivables ...............                12,110               4,983
     Changes in working capital, net .......................               (90,876)            (39,036)
     Other, net ............................................                (1,569)             (5,254)
                                                                      ------------        ------------
        Net cash provided (used) by operating
         activities ........................................                (9,512)             31,985
                                                                      ------------        ------------

  Investing activities:
    Purchases of property, plant and
      equipment ............................................               (64,500)            (39,796)
    Business acquisition ...................................                    --              (6,429)
    Principal collected on notes receivable ................                 4,215               1,211
    Notes receivable .......................................                   (35)             (8,000)
    Proceeds from sales of assets ..........................                   996                 913
                                                                      ------------        ------------
        Net cash used by investing activities ..............               (59,324)            (52,101)
                                                                      ------------        ------------

  Financing activities:
    Proceeds from short-term borrowings, net ...............                30,950              10,600
    Proceeds from long-term borrowings .....................               125,125                  --
    Repayments of long-term debt ...........................                (7,047)             (1,235)
    Repurchase of Class A shares ...........................               (63,123)                 --
    Proceeds from exercise of stock options ................                 1,876                  --
    Cash dividends paid ....................................               (18,556)            (19,295)
                                                                      ------------        ------------
        Net cash provided (used) by financing
         activities ........................................                69,225              (9,930)
                                                                      ------------        ------------
  Increase (decrease) in cash and cash
   equivalents .............................................          $        389        $    (30,046)
                                                                      ============        ============
</TABLE>

See Notes to Condensed Consolidated Financial Statements.


                                       5

<PAGE>   6

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  Significant Accounting Policies:

    The accompanying condensed consolidated financial statements should be read
    in conjunction with the financial statements presented in the Springs
    Industries, Inc. ("Springs" or the "Company") 1997 Annual Report on Form
    10-K.

    In the opinion of the management of Springs, these unaudited condensed
    consolidated financial statements contain all adjustments of a normal
    recurring nature necessary for their fair presentation. The results for
    interim periods reflect estimates for certain items which can be
    definitively determined only on an annual basis. These items include the
    valuation of a substantial portion of inventories on a LIFO cost basis and
    the provision for income taxes. These interim financial statements reflect
    applicable portions of the estimated annual amounts for such items.

    The results of operations for interim periods are not necessarily indicative
    of operating results to be expected for the remainder of the year.

2.  Receivables:

    During the second quarter of 1998, the Company increased its provision for
    uncollectible receivables in its window fashions business by $7.5 million
    ($4.7 million after taxes, or $0.24 per diluted share).

3.  Inventories:

    Inventories are summarized as follows (in thousands):

<TABLE>
<CAPTION>
                                                                         July 4,             Jan. 3,
                                                                          1998                1998
                                                                      ------------        ------------
    <S>                                                               <C>                 <C>         
    Standard cost (which approximates
    average cost) or average cost:
     Finished goods ........................................          $    308,758        $    280,316
     In process ............................................               212,419             199,600
     Raw materials and supplies ............................                59,962              59,381
                                                                      ------------        ------------
                                                                           581,139             539,297
    Less LIFO reserve ......................................              (118,425)           (119,002)
                                                                      ------------        ------------

     Total .................................................          $    462,714        $    420,295
                                                                      ============        ============
</TABLE>

4.  Restructuring and Realignment Costs:

    During the first quarter of 1998, the Company adopted a plan to close its
    Rock Hill Printing and Finishing Plant. A pretax charge of $23.0 million was
    recorded in the first quarter of 1998, which included an $11.3 million
    write-off of plant and equipment, a $4.0 million accrual for anticipated
    severance costs arising from the elimination of approximately 480 positions,
    and a $7.7 million accrual for certain other anticipated expenses associated
    with the closing


                                       6
<PAGE>   7

    of the facility. Through July 4, 1998, the Company has recorded cash
    expenditures of approximately $1.4 million against the severance accrual and
    $0.7 million against the accrual for certain other expenses associated with
    the plan. In addition, during the second quarter of 1998, the Company
    incurred expenses of $0.5 million for equipment relocation and other
    realignment expenses related to the plan which do not qualify as "exit
    costs."

    During the second quarter of 1996, the Company adopted a plan to consolidate
    and realign its fabric manufacturing operations. The Company recorded a
    pretax restructuring charge of $30.4 million during the second quarter of
    1996 which included a $16.3 million write-off of plant and equipment, a $6.6
    million accrual for anticipated severance arising from the elimination of
    approximately 850 positions, and a $7.5 million accrual for certain other
    anticipated expenses associated with the plan. Through July 4, 1998, the
    Company has recorded cash expenditures of approximately $4.4 million against
    the severance accrual and $5.8 million against the accrual for certain other
    expenses associated with the plan. Through the second quarter of 1998, the
    severance accrual was reduced by $1.4 million due to a lower-than-expected
    average cost per associate, and the accrual for certain other expenses
    associated with the plan was reduced by $0.6 million. In addition, the
    Company has incurred expenses of $18.4 million, including $3.5 million in
    1998, for equipment relocation and other realignment expenses related to the
    plan that do not qualify as "exit costs."

5.  Long-Term Debt:

    During the six months ended July 4, 1998, the Company borrowed $125 million
    under its existing long-term loan facility at a variable rate, which is
    currently 6 percent. Subsequent to quarter end, management entered into an
    interest rate swap agreement for a notional amount of $60 million to fix the
    interest cost on this portion of the $125 million long-term loan.

6.  Other:

    The "Year 2000 Computer Problem" creates risk for the Company from
    unforeseen problems in its own computer systems and those of third parties
    with whom the Company conducts business transactions.  For this reason, the
    Company conducted a formal Year 2000 risk assessment of its information
    technology in 1997. The assessment addressed all business applications,
    computer hardware and software, personal computers, and embedded technology
    in manufacturing machinery. Remediation efforts began in 1997 to address
    areas not in compliance or not already scheduled for replacement. Also,
    efforts began in 1997 to correspond with all customers and external vendors
    to establish their degree of readiness for Year 2000. This is an on-going
    effort which will continue through 1999 and which will cover all of the
    Company's significant EDI relationships. The Company presently expects to
    spend approximately $15 million during 1998 and 1999 to modify its computer
    information systems to ensure the proper processing of transactions relating
    to the Year 2000 and beyond. The Company expects to be fully compliant for
    company technology in 1999.

    Year 2000-related failures of the Company's and/or third parties' computer
    systems could have a material impact on the Company's ability to conduct its
    business. Management currently believes that Company information systems
    affected by the Year 2000 issues have been identified and that its
    implementation plans will ensure compliance for its systems by the Year
    2000.

    In 1997, the Financial Accounting Standards Board ("FASB") issued Statement
    No. 130, "Reporting Comprehensive Income," which was required to be adopted
    for fiscal years beginning after December 15, 1997. This Statement
    establishes standards for reporting and displaying 


                                       7

<PAGE>   8

    comprehensive income. Comprehensive income was $1.9 million for the first
    six months of 1998 and $27.2 million for the first half of 1997. The
    differences between net income and comprehensive income were accumulated
    foreign currency translation adjustments of $(529) thousand for the first
    six months of 1998 and accumulated foreign currency translation adjustments
    of $33 thousand and unrealized gains on securities of $814 thousand for the
    first half of 1997.

    In June 1998, the FASB issued Statement No. 133, "Accounting for Derivative
    Instruments and Hedging Activities." This statement, which addresses the
    accounting for derivative instruments, will be effective for all fiscal
    quarters of fiscal years beginning after June 15, 1999. The Company has not
    determined the impact of its financial position, results of operations, or
    cash flows.

7.  Legal and Environmental:

    As disclosed in the 1997 Annual Report on Form 10-K, Springs is involved in
    certain administrative proceedings alleging violations of environmental laws
    and regulations, including proceedings under the Comprehensive Environmental
    Response, Compensation, and Liability Act. In connection with these
    proceedings, the Company has accrued an amount which represents management's
    best estimate of Springs' probable liability.

    Springs is also involved in various other legal proceedings and claims
    incidental to its business. Springs is protecting its interests in all such
    proceedings.

    In the opinion of management, based on the advice of counsel, the likelihood
    that the resolution of the above matters would have a material adverse
    impact on either the financial condition or the future results of operations
    of Springs is remote.


8.  Subsequent Events:

    On August 7, 1998, the Company sold the UltraSuede assets of its
    UltraFabrics division. In connection with this sale, the Company received a
    cash payment of approximately $15 million, which is subject to certain
    adjustment provisions included in the agreement. A gain approximating $10
    million on this transaction will be included in other (income) expense in
    the Company's third-quarter earnings.

    In August 1998, the Company's Board of Directors authorized management to
    purchase, from time to time, up to an additional 2 million shares of Class A
    common stock in open-market and privately negotiated transactions. Of the
    previously authorized purchase of 2 million Class A shares, the Company has
    repurchased 1,581,700 shares through the second quarter of 1998.


                                       8
<PAGE>   9

                 ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS

Sales

Net sales for the second quarter of 1998 were $537.1 million, up 1.5 percent
from the second quarter of 1997. In the home furnishings segment, second-quarter
sales were $458.9 million, up 2.0 percent from a year ago. Second-quarter net
sales for the specialty fabrics segment were $78.2 million, 1.3 percent lower
than last year.

Year-to-date net sales were $1,093.8 million, up 2.0 percent compared to the
first six months of 1997. Home furnishings net sales were 2.2 percent higher
than during the first six months of 1997. Year-to-date net sales for the
specialty fabrics segment were 1.4 percent higher than a year ago.

Earnings

Net income for the second quarter of 1998 was $5.5 million, or $0.28 per diluted
share, after the effects of realignment expenses associated with the Company's
restructuring of its fabric manufacturing operations and the closing of its Rock
Hill Printing and Finishing facility. Net income has also been reduced by
expenses incurred to modify the Company's computer information systems so as to
make them Year 2000 compliant. Last year's second-quarter net income, which also
included the effect of realignment expenses relating to the restructuring of
fabric manufacturing operations, and, to a lesser extent, Year 2000 compliance
expenses, was $15.1 million, or $0.73 per diluted share. Without these items,
net income for the second quarter of 1998 would have been $7.7 million, or $0.40
per diluted share, compared to $16.8 million, or $0.81 per diluted share, a year
ago. This year's second-quarter results include a $7.5 million pretax charge for
uncollectible receivables in the Company's window fashions business, which
reduced net income by $0.24 per diluted share. Second-quarter pretax operating
profit for the home furnishings segment was lower than during the second quarter
of 1997 by $15.8 million. Contributing to the profit decline were: the $7.5
million provision for bad debts, disappointing sales of certain licensed bed
fashions, and a more promotional sales mix, related in part to the Company's
efforts to reduce its inventories. The specialty fabrics segment improved its
second-quarter pretax operating profit by $3.3 million over last year. The
profit growth occurred primarily in the Company's home-sewing fabric business.

Net income for the six months ended July 4, 1998, was $2.4 million, or $0.12 per
diluted share, compared to $26.3 million, or $1.27 per diluted share, a year
ago. The decline in earnings was due principally to a first-quarter 1998
restructuring charge associated with the Company's decision to close the Rock
Hill facility, which reduced net income by $14.3 million, or $0.73 per diluted
share, and the aforementioned second-quarter 1998 bad debt expense. Excluding
the effects of restructuring and realignment expenses and Year 2000 costs, net
income for the first half of 1998 would have been $20.9 million, or $1.06 per
diluted share, compared to last year's $29.9 million, or $1.44 per diluted
share. In the home furnishings segment, year-to-date pretax earnings were lower
than a year ago by $18 million, due to lower margins in the Company's bed
fashions business, the bad debt expense recorded in the second quarter of


                                       9
<PAGE>   10
1998 for the uncollectible receivables, and the more promotional sales mix
related in part to the Company's efforts to reduce its inventories. Year to date
pretax operating profits for the specialty fabrics segment were significantly
below last year due to the restructuring charge recorded in the first quarter of
1998. Excluding the restructuring charge, realignment expenses and Year 2000
expenses, pretax profits for the specialty fabrics segment were $6.6 million
higher than a year ago.

CAPITAL RESOURCES AND LIQUIDITY

During the six months ended July 4, 1998, the Company borrowed $125 million
under its existing long-term loan facility at a variable rate, which is
currently 6 percent. Subsequent to quarter end, management entered into an
interest rate swap agreement for a notional amount of $60 million to fix the
interest cost on this portion of the $125 million long-term debt. Management
expects to spend more than $85 million on capital projects during the last six
months of 1998. The focus of the Company's investments will be on new
manufacturing, distribution and information technology. Management expects that
cash flow from operations and borrowings from committed short-term bank lines
will adequately provide for the Company's 1998 cash needs.

In October of 1997, the Company's Board of Directors approved the purchase of up
to 2 million shares of the Company's Class A common stock. The Company has
repurchased 1,581,700 shares through the second quarter of 1998. In August 1998,
the Company's Board of Directors authorized management to purchase, from time to
time, up to an additional 2 million shares of Class A common stock in
open-market and privately negotiated transactions.

The "Year 2000 Computer Problem" creates risk for the Company from unforeseen
problems in its own computer systems and those of third parties with whom the
Company conducts business transactions.  For this reason, the Company conducted
a formal Year 2000 risk assessment of its information technology in 1997. The
assessment addressed all business applications, computer hardware and software,
personal computers, and embedded technology in manufacturing machinery.
Remediation efforts began in 1997 to address areas not in compliance or not
already scheduled for replacement. Also, efforts began in 1997 to correspond
with all customers and external vendors to establish their degree of readiness
for Year 2000. This is an on-going effort which will continue through 1999 and
which will cover all of the Company's significant EDI relationships. The Company
presently expects to spend approximately $15 million during 1998 and 1999 to
modify its computer information systems to ensure the proper processing of
transactions relating to the Year 2000 and beyond. The Company expects to be
fully compliant for Company technology in 1999.

Year 2000-related failures of the Company's and/or third parties' computer
systems could have a material impact on the Company's ability to conduct its
business. Management currently believes that Company information systems
affected by the Year 2000 issues have been identified and that its
implementation plans will ensure compliance for its systems by the year 2000.

RESTRUCTURING AND REALIGNMENT COSTS

During the first quarter of 1998, the Company adopted a plan to close its Rock
Hill Printing and Finishing Plant. A pretax charge of $23.0 million was recorded
in the first quarter of 1998, which included an $11.3 million write-off of plant
and equipment, a $4.0 million accrual for anticipated severance costs arising
from the elimination of approximately 480 positions, and a $7.7 million accrual
for certain other anticipated expenses associated with the closing of the
facility. Through July 4, 1998, the Company has recorded cash expenditures of
approximately $1.4 million against the severance accrual and $0.7 million
against the accrual for certain other expenses associated with the plan. In
addition, the Company expects to incur future expenses of approximately $8.4
million for equipment relocation


                                       10
<PAGE>   11

and other realignment expenses related to the plan which do not qualify as "exit
costs." During the second quarter of 1998, the Company incurred realignment
expenses related to the plan of $0.5 million.

During the second quarter of 1996, the Company adopted a plan to consolidate and
realign its fabric manufacturing operations. The Company recorded a pretax
restructuring charge of $30.4 million during the second quarter of 1996 which
included a $16.3 million write-off of plant and equipment, a $6.6 million
accrual for anticipated severance arising from the elimination of approximately
850 positions, and a $7.5 million accrual for certain other anticipated expenses
associated with the plan. Through July 4, 1998, the Company has recorded cash
expenditures of approximately $4.4 million against the severance accrual and
$5.8 million against the accrual for certain other expenses associated with the
plan. Through the second quarter of 1998, the severance accrual was reduced by
$1.4 million due to a lower-than-expected average cost per associate, and the
accrual for certain other expenses associated with the plan was reduced by $0.6
million. In addition, the Company has incurred expenses of $18.4 million,
including $3.5 million in 1998, for equipment relocation and other realignment
expenses related to the plan that do not qualify as "exit costs". The Company
expects to incur future realignment expenses of approximately $3.7 million
related to the plan.

OTHER

In June 1998, the Financial Accounting Standards Board issued Statement No. 133,
"Accounting for Derivative Instruments and Hedging Activities." This statement,
which addresses the accounting for derivative instruments, will be effective for
fiscal quarters of fiscal years beginning after June 15, 1999. The Company has
not determined the impact of this standard on its financial position, results of
operations, or cash flows.

SUBSEQUENT EVENT

On August 7, 1998, the Company sold the UltraSuede assets of its UltraFabrics
Division. In connection with this sale, the Company received a cash payment of
approximately $15 million, subject to certain adjustment provisions included in
the agreement. A gain approximating $10 million on this transaction will be
included in other (income) expense in the Company's third-quarter earnings.

FORWARD LOOKING INFORMATION

This Form 10-Q report contains forward-looking statements that reflect
management's expectations, estimates, projections and assumptions of future
performance and economic conditions. Words such as "expects," "anticipates,"
"plans," "believes," "estimates," and variations of such words and similar
expressions are intended to identify such forward-looking statements which are
made pursuant to the safe-harbor provisions of the Private Securities Litigation
Reform Act of 1995. The Company cautions investors that any forward-looking
statement is subject to risks and uncertainties that may cause actual results to
vary significantly from those projected, stated, or implied by the
forward-looking statement. Factors that could cause actual results to differ are
discussed in the Company's SEC filings.


                                       11
<PAGE>   12

                                ITEM 6 - EXHIBITS

The following exhibits are filed as part of this report:

       (27)  Financial Data Schedule (for SEC use only)



                                       12
<PAGE>   13

                                   SIGNATURES

Pursuant to the requirements of Securities Exchange Act of 1934, Springs
Industries, Inc. has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                             SPRINGS INDUSTRIES, INC.



                                             By:  /s/ James F. Zahrn
                                                --------------------------------
                                                James F. Zahrn
                                                Executive Vice President and
                                                Chief Financial Officer
                                                (Duly Authorized Officer and
                                                Principal Financial Officer)

DATED: August 18, 1998



                                       13
<PAGE>   14

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Item
- ----

        <S>   <C>                                             
        (27)  Financial Data Schedule (for SEC purposes)
</TABLE>


                                       14

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF SPRINGS INDUSTRIES, INC. FOR THE QUARTER ENDED JULY 4,
1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          JAN-02-1999
<PERIOD-START>                             JAN-04-1998
<PERIOD-END>                               JUL-04-1998
<CASH>                                             762
<SECURITIES>                                         0
<RECEIVABLES>                                  325,352
<ALLOWANCES>                                         0
<INVENTORY>                                    462,714
<CURRENT-ASSETS>                               836,109
<PP&E>                                       1,375,950
<DEPRECIATION>                                 825,938
<TOTAL-ASSETS>                               1,471,403
<CURRENT-LIABILITIES>                          257,637
<BONDS>                                        275,609
                                0
                                          0
<COMMON>                                         4,688
<OTHER-SE>                                     728,078
<TOTAL-LIABILITY-AND-EQUITY>                 1,471,403
<SALES>                                      1,093,818
<TOTAL-REVENUES>                             1,093,818
<CGS>                                          898,936
<TOTAL-COSTS>                                  898,936
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              12,058
<INCOME-PRETAX>                                  3,876
<INCOME-TAX>                                     1,474
<INCOME-CONTINUING>                              2,402
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     2,402
<EPS-PRIMARY>                                     0.13
<EPS-DILUTED>                                     0.12
        


</TABLE>


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