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 June 27, 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 No. 33-47577 HAMPSHIRE GROUP, LIMITED (Exact Name of Registrant as Specified in its Charter) DELAWARE 06-0967107 (State of Incorporation) (I.R.S. Employer Identification No.) 215 COMMERCE BOULEVARD ANDERSON, SOUTH CAROLINA 29625 (Address, Including Zip Code, of Registrant's Principal Executive Offices) (Registrant's Telephone Number, Including Area Code) (864) 225-6232 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 requirements for the past 90 days. Yes [X] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Title of Each Class Number of Shares Outstanding Of Securities August 3, 1998 ----------------------------- ---------------------------- Common Stock, $.10 Par Value 4,164,691 1 HAMPSHIRE GROUP, LIMITED INDEX TO FORM 10-Q June 27, 1998 PART I - FINANCIAL INFORMATION Page Item 1 - Financial Statements Consolidated Balance Sheet as of June 27, 1998, June 28, 1997 and December 31, 1997 3 Consolidated Statement of Operations for the Three Months and Six Months Ended June 27, 1998 and June 28, 1997 5 Consolidated Statement of Comprehensive Income for the Six Months and Three Months Ended June 27, 1998 and June 28, 1997 6 Consolidated Statement of Cash Flows for the Six Months Ended June 27, 1998 and June 28, 1997 7 Notes to Consolidated Financial Statements 8 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 10 PART II - OTHER INFORMATION Item 1 - Legal Proceedings 14 Item 4 - Submission of Matters to a Vote of Security Holders 14 Item 6 - Exhibits and Reports on Form 8-K 14 Signature Page 15 2 PART I - FINANCIAL INFORMATION Item 1. Financial Statements HAMPSHIRE GROUP, LIMITED CONSOLIDATED BALANCE SHEET (in thousands) ASSETS June 27, June 28, Dec. 31, 1998 1997 1997 -------- -------- -------- (unaudited) (unaudited) Current assets: Cash and cash equivalents $ 438 $ 659 $12,003 Available-for-sale securities 1,011 560 914 Accounts receivable trade - net 18,490 15,405 16,227 Other receivables 1,234 957 434 Inventories 47,157 39,314 18,728 Deferred tax asset 3,173 1,631 3,198 Other current assets 964 344 508 -------- ------- ------- Total current assets 72,467 58,870 52,012 Property, plant and equipment - net 15,224 13,622 15,093 Deferred tax asset 2,326 3,640 2,326 Real property investments - net 5,728 900 4,127 Intangible assets - net 3,212 3,009 3,385 Notes receivable - long term 115 109 - Long-term investments 5,420 1,423 3,051 Trading assets held in retirement trust 901 - 547 Other assets 35 6 44 -------- ------- ------- $105,428 $81,579 $80,585 ======== ======= ======= <FN> (The accompanying notes are an integral part of these financial statements.) </FN> 3 HAMPSHIRE GROUP, LIMITED CONSOLIDATED BALANCE SHEET (in thousands) LIABILITIES, REDEEMABLE PREFERRED STOCK AND COMMON STOCKHOLDERS' EQUITY June 27, June 28, Dec. 31, 1998 1997 1997 -------- -------- -------- (unaudited) (unaudited) Current liabilities: Borrowings under lines of credit $ 9,968 $ 9,365 - Current portion of long-term debt 3,478 2,579 $ 2,911 Notes payable to related parties 250 500 500 Accounts payable 8,282 6,906 4,068 Accrued liabilities 7,010 6,709 8,230 -------- ------- -------- Total current liabilities 28,988 26,059 15,709 Long-term debt 19,316 5,370 6,084 Notes payable to related parties - 375 125 Deferred compensation 901 - 547 Other deferred compensation 473 350 410 -------- ------- -------- Total liabilities 49,678 32,154 22,875 -------- ------- -------- Redeemable, convertible preferred stock, at redemption value - 3,089 - -------- ------- -------- Common stockholders' equity: Common stock 423 392 419 Additional paid-in capital 27,845 24,145 27,474 Retained earnings 28,710 22,481 30,886 Accumulated other comprehensive income (loss) (47) - (89) Treasury stock (1,181) (682) (980) -------- ------- -------- Total common stockholders' equity 55,750 46,336 57,710 -------- ------- -------- $105,428 $81,579 $80,585 ======== ======= ======= <FN> (The accompanying notes are an integral part of these financial statements.) </FN> 4 HAMPSHIRE GROUP, LIMITED CONSOLIDATED STATEMENT OF OPERATIONS (in thousands, except per share data) Three Months Ended Six Months Ended -------------------- ------------------- June 27, June 28, June 27, June 28, 1998 1997 1998 1997 --------- --------- --------- --------- (unaudited) (unaudited) Net sales $28,599 $21,466 $54,779 $45,077 Cost of goods sold 23,532 17,092 45,289 36,012 ------- ------- ------- ------- Gross profit 5,067 4,374 9,490 9,065 Other revenue 102 - 178 - ------- ------- ------- ------- 5,169 4,374 9,668 9,065 Selling, general & administrative expenses 6,017 4,629 11,982 9,412 ------- ------- ------- ------- Loss from operations (848) (255) (2,314) (347) Other income (expense): Interest expense (423) (210) (606) (432) Interest income 14 161 127 241 Miscellaneous 232 11 260 (80) ------- ------- ------- ------- Loss before income taxes (1,025) (293) (2,533) (618) Benefit (provision) for income taxes 225 58 575 122 ------- ------- ------- ------- Net loss (800) (235) (1,958) (496) Preferred dividend requirements - (42) - (86) ------- ------- ------- ------- Net loss applicable to common stock ($ 800) ($ 277) ($1,958) ($ 582) ======= ======= ======= ======= Net loss per common share ($0.19) ($0.07) ($0.48) ($0.15) ====== ====== ====== ====== Weighted average number of shares outstanding 4,137 3,851 4,122 3,858 ===== ===== ===== ===== <FN> (The accompanying notes are an integral part of these financial statements.) </FN> 5 HAMPSHIRE GROUP, LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (in thousands) Six Months Ended ------------------- June 27, 1998 June 28, 1997 ------------- ------------- Net loss for the period ($1,958) ($496) Other comprehensive income, net of tax: Unrealized holding gains (losses) on securities arising during periods ($29) - Plus reclassification adjustment for losses included in net income 71 - ----- ------ Other comprehensive income 42 - ------- ------ Comprehensive income (loss) ($1,916) ($496) ======= ===== Three Months Ended ------------------ June 27, 1998 June 28, 1997 ------------- ------------- Net loss for the period ($800) ($235) Other comprehensive income, net of tax: Unrealized holding gains (losses) on securities arising during periods ($55) - Plus reclassification adjustment for losses included in net income 21 - ----- ------ Other comprehensive income (34) - ----- ------ Comprehensive income (loss) ($834) ($235) ===== ====== <FN> (The accompanying notes are an integral part of these financial statements.) </FN> 6 HAMPSHIRE GROUP, LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS (in thousands) Six Months Ended ------------------- June 27, June 28, 1998 1997 -------- --------- (Unaudited) Cash flows from operating activities: Net loss for the period ($ 1,958) ($ 496) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 2,364 1,870 Gain on sale of assets (16) - Net change in operating assets and liabilities: Receivables (3,146) (2,739) Inventories (28,429) (24,443) Other assets (481) (238) Accounts payable 4,214 3,186 Accrued liabilities (1,220) 144 Deferred compensation 417 - -------- -------- Net cash used in operating activities (28,255) (22,716) -------- -------- Cash flows from investing activities: Real property and other investments (4,011) (1,834) Marketable securities (385) (257) Capital expenditures (2,279) (1,802) Proceeds from sales of property and equipment 15 66 -------- -------- Net cash used in investing activities (6,660) (3,827) -------- -------- Cash flows from financing activities: Net borrowings under lines of credit 9,968 9,365 Proceeds from issuance of long-term debt 15,260 - Repayment of long-term debt (1,461) (1,313) Repayment of related party debt (375) (627) Treasury stock purchased (42) (654) Proceeds from issuance of common stock - 90 Payment of preferred stock dividends - (44) -------- -------- Net cash provided by financing activities 23,350 6,817 -------- -------- Net decrease in cash and cash equivalents (11,565) (19,726) Cash and cash equivalents at beginning of period 12,003 20,385 -------- -------- Cash and cash equivalents at end of period $ 438 $ 659 ======== ======== <FN> (The accompanying notes are an integral part of these financial statements.) </FN> 7 HAMPSHIRE GROUP, LIMITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS BASIS OF PRESENTATION The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. In the opinion of the management of the Company, the unaudited consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods presented. The results of operations for interim periods are not necessarily indicative of the results that may be expected for a full year due to the seasonality of the business. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended December 31, 1997, included in the Company's Annual Report on Form 10-K. Net loss per share is computed by dividing net loss by the weighted average number of common and dilutive common equivalent shares outstanding during the period. Certain accounts previously reported have been reclassified to conform to classifications used in 1998. INVENTORIES A summary of inventories by component is as follows: - --------------------------------------------------------------- (in thousands) June 27, June 28, Dec. 31, 1998 1997 1997 --------- --------- -------- Finished goods $34,661 $27,815 $11,512 Work-in-progress 9,577 10,976 6,938 Raw materials and supplies 7,308 5,239 4,393 ------- ------- ------- 51,546 44,030 22,843 Less-LIFO reserve (4,389) (4,716) (4,115) ------- ------- ------- Net inventories $47,157 $39,314 $18,728 ======= ======= ======= - --------------------------------------------------------------- REVOLVING CREDIT FACILITY The Company has renewed its principal credit facility through May 26, 1999 with three participating commercial banks. The credit facility consists of a $42 million combined line of credit and letter of credit facility. Advances under the facility are limited to the lesser of: (1) the amount set forth above; or (2) the sum of (i) 85% of the eligible accounts receivable; and (ii) a seasonal adjustment of up to $12 million from March 1 to October 31. Advances under the facility bear interest at the bank's prime rate or, at the option of the Company, a fixed rate for a fixed term. The loan is collateralized by the trade accounts receivable of Hampshire Designers, Inc. and its subsidiaries, other than certain factored trade accounts receivable. The Company has pledged as security the common stock of its subsidiaries and such subsidiaries guarantee the performance of the Company. Letters of credit issued under the facility are secured by the inventory shipped pursuant to the letters of credit. 8 (Notes continued) The Company also has two other credit facilities of $4.5 million in the aggregate and an additional letter of credit facility in the amount of $4.0 million. SALE OF SENIOR NOTES In the second quarter of 1998, the Company sold Senior Notes ("Senior Notes") in the principal amount of $15 million to two insurance companies. The Senior Notes, which bear interest at a rate of 7.05% per annum, shall be payable in equal annual installments beginning January 2, 2002 through January 2, 2008. The Senior Notes are secured pari passu with the Company's revolving credit facilities. SUBSEQUENT EVENT In July 1998, the Company sold its designer-branded women's line marketed under the Mary Jane Marcasiano label. The consideration consisted of $549,000 in cash, the assumption of all production contracts entered into for the upcoming seasons and the assumption of all employees. The transaction will not have a material impact on the Company or its operations. In July 1998, the Company reached an agreement in principal to enter into a joint venture, Intertex Apparel, Ltd., with Marc and Jack Setton to import and market Airport brand junior sweaters, Kikit brand casual week-end sportswear and private-label junior apparel. RECENT ACCOUNTING STANDARDS In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"), which applies to all entities and establishes accounting and reporting standards for derivative instruments. SFAS 133 requires that all derivatives be recognized as either assets or liabilities in the statement of financial position and measured at fair value. The accounting for changes in the fair value depends on the intended use of the derivative and the resulting designation. Under SFAS 133 derivatives may be designated as fair value hedges, cash flow hedges or foreign currency hedges as long as they are effective in hedging the identified risks. SFAS 133 requires an entity to establish at inception of the hedge the method it will use for assessing effectiveness and the measurement approach for determining the ineffective portion of the hedge. Those methods must be consistent with the entity's approach to managing risk. SFAS 133 is effective for all fiscal quarters of fiscal years beginning after June 15, 1999; however, earlier adoption is encouraged. Upon adoption the effect must be recognized as a cumulative effect of an accounting change in either income or other comprehensive income, depending upon whether the derivative is designated and effective as a hedge and, if so, the type of hedge. The Company does not expect that adoption of SFAS 133 will have a material impact upon the consolidated financial statements. TRADING ASSETS HELD IN RETIREMENT TRUST Under a plan adopted by the Company in 1997, certain executives are permitted to defer annually a portion of their compensation. These deferrals are then invested in certain mutual funds that have been classified as trading securities and shown in the long-term asset section to match the corresponding deferred compensation liability. Unrealized gains or losses are recorded in the statement of operations in miscellaneous income and the corresponding change in the liability account due to the unrealized market fluctuations is recorded in compensation expense. 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. BUSINESS SEGMENT DATA Set forth below are the Company's results of operations by business segment for the periods presented: (in thousands) Three Months Ended Six Months Ended -------------------- ------------------- June 27, June 28, June 27, June 28, 1998 1997 1998 1997 -------- -------- -------- -------- Net sales: Sweaters $23,241 $16,055 $44,934 $34,936 Hosiery 5,358 5,411 9,845 10,141 ------- ------- ------- ------- $28,599 $21,466 $54,779 $45,077 ======= ======= ======= ======= Gross profit: Sweaters $ 4,389 $ 3,528 $ 8,408 $ 7,772 Hosiery 678 846 1,082 1,293 ------- ------- ------- ------- $ 5,067 $ 4,374 $ 9,490 $ 9,065 ======= ======= ======= ======= Operating profit (loss): Sweaters ($ 145) $ 289 ($ 1,022) $ 991 Hosiery (87) 34 (437) (296) Investments (20) - (30) - ------- ------- ------- ------- (252) 323 (1,489) 695 Less - Corporate expenses (596) (578) (825) (1,042) ------- ------- ------- ------- Loss from operations ($ 848) ($ 255) ($ 2,314) ($ 347) ======= ======= ======= ======= 10 RESULTS OF OPERATIONS Six Months ended June 27, 1998 and June 28, 1997 - ------------------------------------------------ The Company's net sales for the first six months of 1998 increased 21.5% to $54,779,000. The increase was attributable to sales of the sweater segment offset by a reduction in the hosiery segment. Net sales in the sweater segment increased 28.6% over the same period the previous year. This increase was attributable to several factors. First was the increase in sales of the novelty imported products sold under the labels Designers Originals Sport and Designers Originals Studio. Second, Hampshire Brands Division, created in late 1997 to sell men's sweaters under the Jantzen, Geoffrey Beene, Robert Stock and Ron Chereskin labels, had sales in 1998 and there were no comparable sales for 1997. Excluding sales of the newly formed Hampshire Brands Division, unit volume for the sweater segment increased 27.1% for the six months of 1998, but was offset by a 8.4% decrease in sales due to a shift in the mix to lower priced goods. Hosiery segment net sales were $9,845,000 for the six months as compared to $10,141,000 for the comparable period a year ago. The 2.9% decrease was a result of a shift in mix to lower priced goods. During the period, unit volume was up 5.0% but the shift in mix resulted in a 7.9% decrease in sales. Gross profit for the first six months of 1998 increased by $425,000, but as a percentage of net sales, decreased from 20.1% to 17.3%. This was the result of lower gross profit percentages in both segments. Sweater segment gross profit decreased from 22.2% of net sales for the first six months of 1997 to 18.7% for the same period in 1998. This decrease was caused by unfavorable manufacturing variances in certain domestic manufacturing facilities relating to the start-up of new products. In the hosiery segment, gross profit was down in both dollar terms and as a percentage of net sales. It decreased 1.8% to 11.0% for the first six months of 1998 compared with 12.8% for the first six months of 1997. The decrease resulted from unfavorable variances from lower than expected manufacturing levels as the Company continues its strategy of focusing on providing a limited number of profitable styles. Selling, general and administrative expenses for the six months ended June 27, 1998 were $11,982,000, as compared with $9,412,000 for the same period in 1997. This increase is attributable to the start-up costs associated with the Hampshire Brands Division. The investment segment, Hampshire Investment, Limited ("Hampshire Investments"), made a profit of $17,000 for the six months ended June 27,1998. It continues to make long-term investments in real property and other assets and invest in securities of unrelated companies. Three Months ended June 27, 1998 and June 28, 1997 - -------------------------------------------------- The Company's net sales for the first three months ended June 27, 1998 were $28,599,000 compared to $21,466,000 for the three months ended June 28, 1997. The 33.2% increase was attributable to the sweater segment offset by a reduction in the hosiery segment. Net sales in the sweater segment increased 44.8% over the same period the previous year. This increase was primarily attributable to three factors. First was the increase in sales of the Designers Originals branded acrylic sweaters. Second was the increase in sales of the novelty imported products sold under the 11 labels Designers Originals Sport and Designers Originals Studio. Third, Hampshire Brands Division, created in late 1997 to sell men's sweaters under the Jantzen, Geoffrey Beene, Robert Stock and Ron Chereskin labels, had sales in 1998 and there were no comparable sales for 1997. Excluding sales of the newly formed Hampshire Brands Division, unit volume for the sweater segment increased 39.9% for the six months of 1998 but was offset by a 6.5% decrease in sales due to a shift in the mix to lower priced goods. Hosiery segment net sales were $5,358,000 for the three months as compared to $5,411,000 for the comparable period a year ago. The 1.0% decrease was a result of a shift in mix to lower priced goods. During the period, unit volume was up 3.7% but the shift in mix resulted in a 4.7% decrease in sales. Gross profit for the three months ended June 27, 1998 increased by $693,000, but as a percentage of net sales, decreased 2.7% to 17.7% from 20.4%. This was the result of lower gross profit percentages in both segments with the sweater segment having the larger decline of the two. Sweater segment gross profit decreased 3.1% to 18.9% for three months ended June 27, 1998 from 22.0% of net sales for the same period in 1997. This decrease was caused by unfavorable manufacturing variances in certain domestic manufacturing facilities relating to the start-up of new products. In the hosiery segment, gross profit was down in both dollar terms and as a percentage of net sales. It was 12.7% in the second quarter of 1998 compared with 15.6% in the second quarter of 1997. This decrease was the result of lower than expected manufacturing levels. Selling, general and administrative expenses for the three months ended June 27, 1998 were $6,017,000 as compared with $4,629,000 for the same period in 1997. This increase is attributable to the start-up costs associated with the Hampshire Brands Division. Hampshire Investments made a profit of $15,000 for the three months ended June 27, 1998. It continues to make long-term investments in real property and other assets and invest in securities of unrelated companies. SEASONALITY Over two-thirds of sweater segment sales occur in the second half of the year. The hosiery segment sales are not seasonal. LIQUIDITY AND CAPITAL RESOURCES The primary liquidity and capital requirements of the Company are to fund working capital for current operations consisting of funding the buildup in inventories and accounts receivable (which reach their maximum requirements in the third quarter), servicing long-term debt, funding capital expenditures for machinery and equipment and investing in 1998 approximately $10 million in assets not used in the apparel business of the Company. The primary sources to meet the liquidity and capital requirements include funds generated from operations, revolving credit lines and long-term equipment financing. Net cash used in operations for the six months ended June 27, 1998 totaled $28,255,000 of which the primary use was to produce inventory for shipments later in the year. Net cash used by investing activities for the six months totaled $6,660,000 of which the primary uses were to fund capital expenditures and fund the purchase of real property investments and other investments. Capital expenditures for the period, planned to be approximately $4,000,000 for the year, were $2,279,000. Investments in real property and other was $4,011,000 of which approximately $1,600,000 was in real property and the remainder consisting of various equity investments. Cash flow provided by financing activities was $23,350,000 with the primary 12 sources being the revolving credit facility and the $15,000,000 Senior Note placement. The Company renewed its principal credit facility through May 26, 1999 with three participating commercial banks. This consists of a combined $42 million line of credit and letter of credit facility subject to applicable sub- limits of 85% of eligible accounts receivable plus a seasonal overadvance of up to $12 million from March 1 through October 31. Advances under the facility bear interest at the bank's prime rate or, at the option of the Company, a fixed rate for a fixed term. The loan is collateralized by the trade accounts receivable of Hampshire Designers, Inc. and its subsidiaries, other than certain factored trade accounts receivable. The Company has pledged as security the common stock of its subsidiaries and such subsidiaries guarantee the performance of the Company. Letters of credit issued under the facility are secured by the inventory shipped pursuant to the letters of credit. The working capital needs of the joint venture, Intertex Apparel, Ltd., is expected to total approximately $8.0 million over the remainder of 1998. In the second quarter of 1998, the Company sold $15 million worth of Senior Notes to two insurance companies. These notes, which bear interest at a rate of 7.05% per annum, are payable in equal annual installments beginning January 2, 2002 through January 2, 2008. The loans shall be secured pari passu with the Company's revolving credit facility. The Company believes its cash flow from operations, borrowings under its credit lines, and proceeds from the sale of the Senior Notes will provide adequate resources to meet its operational needs and capital requirements for the foreseeable future. 13 PART II - OTHER INFORMATION Item 1 - Legal Proceedings The Company is from time to time involved in litigation incidental to the conduct of its business. The Company believes that no currently pending litigation to which it is a party will have a material adverse effect on its consolidated financial condition or results of operations. Item 2 and 3 are not applicable and have been omitted. Item 4 - Submission of Matters to a Vote of Security Holders. At the Annual Meeting of Stockholders held on May 6, 1998, pursuant to the Notice of Annual Meeting of Stockholders and Proxy Statement dated April 3, 1998: Each of the five nominees standing for re-election (Ludwig Kuttner, Herbert Elish, Harvey L. Sperry, Eugene Warsaw and Peter W. Woodworth) were elected as Directors of the Company by a majority of the votes cast in the election. Item 5 is not applicable and has been omitted. Item 6 - Exhibits and Reports on Form 8-K a) Exhibits Exhibit No. Description ----------- --------------------------------------------------- (10)(H)(1) Note Purchase Agreement between Hampshire Group, Limited Phoenix Home Life Mutual Insurance Company and The Ohio National Life Insurance Company dated May 15, 1998. (10)(H)(2) Credit Agreement and Guaranty between Hampshire Group, Limited and The Chase Manhattan Bank, Republic National Bank of New York and NationsBank, N.A. dated May 28, 1998 (11) Statement Re Computation of Loss per Share (27) Financial Data Schedule b) Reports on Form 8-K filed during the quarter. There were no reports filed by the Company on Form 8-K during the quarter ended June 27, 1998 14 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. HAMPSHIRE GROUP, LIMITED (Registrant) Date: August 10, 1998 /s/ Ludwig Kuttner ------------------------ ------------------------ Ludwig Kuttner President and Chief Executive Officer (Principal Executive Officer) Date: August 10, 1998 /s/ Charles W. Clayton ------------------------ ------------------------ Charles W. Clayton Vice President, Secretary, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer) 15