FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 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: 0-29126 JENNA LANE, INC. (Exact name of registrant as specified in its charter) Delaware 22-3351399 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 1407 Broadway, Suite 2004 New York, New York 10018 (Address of principal executive offices) (Zip Code) (212) 704-0002 (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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No As of January 31, 1999, there were 4,339,707 shares of registrant's Common Stock, par value $.01 per share, outstanding. PART I - FINANCIAL INFORMATION Page of ITEM 1. FINANCIAL STATEMENTS. Form 10-Q Consolidated Balance Sheet as of December 31, 1998 (Unaudited) and March 31, 1998 3 Consolidated Statements of Operations for the three and nine months ended December 31, 1998 and 1997 (Unaudited) 4 Consolidated Statements of Cash Flows for the three and nine months ended December 31, 1998 and 1997 (Unaudited) 5 Notes to Consolidated Financial Statements (Unaudited) 6-8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 9-11 - -------------------------------------------------------------------------------- REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 2 JENNA LANE, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, March 31, ASSETS 1998 1998 ------------------ ----------------- (Unaudited) Current Assets: Cash $ 24,009 $ 6,595 Due from factors 1,409,519 4,440,310 Inventories 7,177,260 5,888,085 Prepaid expenses and other 847,652 379,270 Prepaid income taxes 146,822 - Deferred income taxes 50,000 43,000 ------------------ ----------------- Total Current Assets 9,655,262 10,757,260 Property and Equipment, net 933,272 501,617 Other Assets 930,236 278,292 ------------------ ----------------- $11,518,770 $11,537,169 ================== ================= LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Accounts payable $ 2,580,755 $2,925,661 Accrued liabilities 146,099 187,208 Income taxes payable - 305,645 Current maturities of long-term debt 105,049 12,449 ------------------ ----------------- Total Current Liabilities 2,831,903 3,430,963 ------------------ ----------------- Long-Term Debt 366,347 3,653 ------------------ ----------------- Deferred Income Taxes 32,000 30,000 ------------------ ----------------- Shareholders' Equity: Common stock, $.01 par value; 18,000,000 shares authorized; issued, 4,414,707 and 4,728,993 shares respectively; outstanding 4,359,707 and 4,728,993 shares respectively 44,147 47,290 Capital in excess of par value 7,980,635 7,980,635 Retained earnings 367,068 44,628 Treasury stock, at cost (103,330) - ------------------ ----------------- Total Shareholders' Equity 8,288,520 8,072,553 ------------------ ----------------- $11,518,770 $11,537,169 ================== ================= See notes to unaudited consolidated financial statements. - 3 - JENNA LANE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Nine Months Ended December 31, 1998 December 31, 1998 ---------------------------------------- ------------------------------------------- 1998 1997 1998 1997 ------------------ ------------------ ------------------- -------------------- Net Sales $ 9,253,459 $ 7,723,861 $40,200,658 $30,753,741 Cost of Sales 7,356,595 6,474,112 31,958,643 25,081,214 ------------------ ------------------ ------------------- -------------------- Gross Profit 1,896,864 1,249,749 8,242,015 5,672,527 ------------------ ------------------ ------------------- -------------------- Operating Expenses: Selling, general and administrative 2,335,839 1,557,734 6,868,663 4,695,515 Factoring charges and interest 286,069 148,389 867,119 515,553 ------------------ ------------------ ------------------- -------------------- Total Operating Expenses 2,621,908 1,706,123 7,735,782 5,211,068 ------------------ ------------------ ------------------- -------------------- (Loss) Income Before Income Taxes (725,044) (456,374) 506,233 461,459 (Credit) Provision for Income Taxes (330,207) (170,000) 183,793 212,072 ------------------ ------------------ ------------------- -------------------- Net (Loss) Income $ (394,837) $ (286,374) $ 322,440 $ 249,387 ================== ================== =================== ==================== Net (Loss) Income Per Share: Basic $ (0.09) $ (0.06) $ 0.07 $ 0.05 ================== ================== =================== ==================== Diluted $ (0.09) $ (0.06) $ 0.07 $ 0.04 ================== ================== =================== ==================== See notes to unaudited consolidated financial statements. - 4 - JENNA LANE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended Nine Months Ended December 31, December 31, ----------------------------------------------------------------- 1998 1997 1998 1997 -------------- --------------- --------------- -------------- Operating Activities: Net (loss) income $ (394,837) $ (286,374) $322,440 $249,387 Adjustments to reconcile net (loss) income to net cash provided by(used in) operating activities: Depreciation and amortization 71,935 39,548 128,335 117,349 Deferred income taxes (14,000) (12,000) (5,000) (27,000) Write-off of note receivable - - 35,760 - Other - 743 - 743 Changes in assets and liabilities: Due from factors 2,173,953 2,109,522 3,030,791 1,270,070 Inventories (1,899,153) (1,588,743) (1,289,175) (1,743,448) Prepaid expenses and other 115,874 (22,582) (457,944) 19,201 Income taxes (387,142) (188,335) (452,467) 308,665 Accounts payable and accrued liabilities 445,983 (7,942) (386,015) (225,260) -------------- --------------- --------------- -------------- Net Cash Provided By (Used In) Operating Activities 112,613 43,837 926,725 (30,293) -------------- --------------- --------------- -------------- Investing Activities: Acquisition of business - - (630,209) - Capital expenditures (5,564) (41,705) (75,489) (275,699) Security deposits (1,378) - (22,950) (13,914) Issuance of notes receivable (20,000) (11,000) (114,627) (285,030) Repayment of notes receivable 16,122 18,830 69,644 74,297 -------------- --------------- --------------- -------------- Net Cash Used In Investing Activities (10,820) (33,875) (773,631) (500,346) -------------- --------------- --------------- -------------- Financing Activities: Principal payments on equipment notes payable (21,624) (3,529) (29,207) (10,247) Repurchase of stock (103,330) - (103,330) - Repurchase of performance shares - - (3,143) - -------------- --------------- --------------- -------------- Net Cash Used In Financing Activities (124,954) (3,529) (135,680) (10,247) -------------- --------------- --------------- -------------- Net (Decrease) Increase In Cash (23,161) 6,433 17,414 (540,886) Cash at beginning 47,170 1,000 6,595 548,319 -------------- --------------- --------------- -------------- Cash at end $ 24,009 $ 7,433 $ 24,009 $ 7,433 ============== =============== =============== ============== Supplemental Disclosures of Cash Flow Information: Interest paid $158,046 $ 68,940 $446,311 $202,025 ============== =============== =============== ============== Income taxes paid $ 67,797 $ 30,335 $633,742 $ 30,335 ============== =============== =============== ============== Noncash Transactions: Capital lease obligations incurred for the acquisition of equipment $484,501 $ - $484,501 $ - ============== =============== =============== ============== See notes to unaudited consolidated financial statements. - 5 - JENNA LANE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION The consolidated financial statements include the accounts of Jenna Lane, Inc. and its wholly-owned subsidiaries (collectively, the "Company"). The financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions for Form 10-Q. Accordingly, certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission for the year ended March 31, 1998. In the opinion of management, all adjustments (which include only normal recurring adjustments) considered necessary for a fair presentation of interim results have been included. The results of operations for the nine months ended December 31, 1998 are not necessarily indicative of the operating results for the full year. 2. INVENTORIES December 31, March 31, 1998 1998 ------------ ---------- (Unaudited) Raw materials $2,214,569 $2,308,517 Work-in-process 1,528,243 368,954 Finished goods 3,434,448 3,210,614 ------------ ---------- $7,177,260 $5,888,085 ------------ ---------- ------------ ---------- 3. EARNINGS PER SHARE The Company adopted Statement of Financial Accounting Standards No. 128 "Earnings per Share" which modifies the calculation of earnings per share ("EPS"). The Standard replaces the previous presentation of primary and fully diluted EPS. Basic EPS excludes dilution and is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS includes the dilution of common stock equivalents, and is computed similarly to fully diluted EPS pursuant to APB Opinion 15. All prior periods presented have been restated to reflect this adoption. - 6 - JENNA LANE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 3. EARNINGS PER SHARE (Continued) The following table reconciles the number of common shares outstanding with the number of common and common equivalent shares used in computing earnings per share (1997 share data has been adjusted to reflect a 10% stock dividend paid March, 1998): Three Months Ended Nine Months Ended December 31, December 31, --------------------- ---------------------- 1998 1997 1998 1997 --------- --------- --------- --------- Basic: Common shares outstanding 4,359,707 4,718,993 4,359,707 4,718,993 Effect of using weighted average 29,326 - 115,490 - --------- --------- --------- --------- Weigted average number of shares outstanding 4,389,033 4,718,993 4,475,197 4,718,993 Diluted: Effect of assuming exercise of outstanding stock options and warrants based on the treasury stock method - - 81,460 840,041 --------- --------- --------- --------- Shares used in computing diluted earnings per share 4,389,033 4,718,993 4,556,657 5,559,034 --------- --------- --------- --------- --------- --------- --------- --------- Computation of diluted earnings per share is not reflected for the three months ended December 31, 1998 and 1997 because including potential common shares will result in an antidilutive per-share amount due to the net loss in each period. Additional shares issuable assuming conversion of warrants is antidilutive for the nine months ended December 31, 1998. 4. SHAREHOLDERS' EQUITY During the nine months ended December 31, 1998, the Company repurchased 314,286 performance shares for $3,143 ($.01 per share). In September 1998, the Company adopted a share repurchase program to buy back up to 500,000 shares of the Company's stock. As of December 31, 1998, the Company has repurchased 55,000 shares at an aggregate cost of $103,330. - 7 - JENNA LANE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 5. ACQUISITION On June 19, 1998, the Company acquired substantially all the assets of T.L.C. for Girls, Inc. (TLC), a manufacturer of children's wear for approximately $630,000 in cash, including related acquisition costs. The acquisition has been accounted for as a purchase and accordingly, TLC's results are included in the consolidated financial statements since the date of acquisition. The excess of the purchase price over assets acquired (goodwill) represents substantially the entire acquisition cost. 6. LICENSE AGREEMENT In July 1998, the Company entered into a license agreement to manufacture large size women's sportswear under the "BONGO" trademark. The agreement requires royalty payments based on net sales with annual minimums of $250,000, $425,000 and $650,000 during the initial three year term. An advance royalty of $88,000 was paid in June 1998. 7. LEASES Operating Leases: In October 1998, the Company executed a six year lease for new administrative and warehouse space in Secaucus, New Jersey. The lease provides for a monthly rental of $33,400 through December, 2004. In January 1999, the Company executed a lease for larger showroom space. Upon occupancy, which is expected to take place in the late spring or early summer, the Company intends to consolidate a number of its other showrooms into this location. The lease provides for a monthly rental of $34,200 through July, 2006. Capital Leases: In November 1998, the Company entered into capital leases for the acquisition of computer hardware and software for its design, shipping and administrative departments and improvements to its new premises. The present value of the minimum lease payments amounted to $484,500. The leases require monthly payments of $11,900 through October 2001 and $7,300 thereafter, through October 2003, inclusive of interest ranging from 9.96% to 11.48%. - 8 - Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is a discussion of the financial condition and results of operations of the Company for the three and nine months ended December 31, 1998 and 1997, respectively. Results of Operations The following table sets forth, for the periods indicated, the Company's statements of operation data as a percentage of net sales. Three Months Ended Nine Months Ended December 31, December 31, ------------------ ------------------ 1998 1997 1998 1997 ------ ------- ------- ------- Net sales 100.0% 100.0% 100.0% 100.0% Cost of Sales 79.5 83.8 79.5 81.6 ------ ------- ------- ------- Gross profit 20.5 16.2 20.5 18.4 Operating expenses 28.3 22.1 19.2 16.9 ------ ------- ------- ------- Income before income taxes (7.8) (5.9) 1.3 1.5 Provision for income taxes (3.6) (2.2) 0.5 0.7 ------ ------- ------- ------- Net (Loss) Income (4.2)% (3.7)% 0.8% 0.8% ------ ------- ------- ------- ------ ------- ------- ------- Three Months Ended December 31, 1998 Compared with Three Months Ended December 31, 1997 Net sales of $9.3 million in the three months ended December 31, 1998 represented an increase of $1.6 million, or 19.8% over net sales of $7.7 million in the three months ended December 31, 1997. The increase in net sales was primarily attributable to the addition of the Company's sweater sales group (Smart Objects), and its children's sales group (TLC for Kidz) with sales of $1.2 million, and $1.0 million, respectively. The Company's gross profit increased $647,000, or 51.8% to $1.9 million for the three months ended December 31, 1998 from $1.2 million for the three months ended December 31, 1997. Gross profit margin increased to 20.5% in the three months ended December 31, 1998 from 16.2% in the three months ended December 31, 1997. This increase was primarily attributable to improved operating efficiencies in domestic production areas as well as continued migration from domestic factories to Carribbean basin regions. Gross margins, however, were negatively impacted in the quarter by a higher percentage of off-price sales on import products. Operating expenses, including all transactions with the factor, increased $916,000, or 53.7%, to $2.6 million in the three months ended December 31, 1998 from $1.7 million in the three months ended December 31, 1997. The increase was primarily due to costs associated with the addition of new children's, sweater and dress sales groups and reorganization of the existing mail order sales group. An increase of $584,000 in payroll and related costs, including $157,000 in increased selling salaries, as well as an increase of $132,000 in selling related expenses resulted from this expansion strategy. Factoring costs increased $138,000 as a result of higher sales volume and additional interest on increased factor borrowing. - 9 - As a result of the above factors, pre-tax loss increased from $456,000 in the three months ended December 31, 1997 to $725,000 in the three months ended December 31, 1998. The Company believes that its core business remains strong as evidenced by its increasing revenues and margins. however, overall performance was negatively impacted by the lower than anticipated sales volume in its "US Polo", "Mail Order", "TLC for Kidz" and "Impatiens" sales groups, which did not contribute to the Company's business as expected in 1998. The Company expects the majority of these sales group to contribute to earnings in the fourth quarter. Nine Months Ended December 31, 1998 Compared with Nine Months Ended December 31, 1997 Net sales of $40.2 million in the nine months ended December 31, 1998 represented an increase of $9.4 million, or 30.7% over net sales of $30.8 million in the nine months ended December 31, 1997. The increase in net sales was primarily attributable to the addition of the Company's sweater sales group (Smart Objects), and its children's sales group (TLC for Kidz) with sales of $2.7 million, and $4.4 million, respectively. The Company's gross profit increased $2.6 million, or 45.3% to $8.2 million for the nine months ended December 31, 1998 from $5.6 million for the nine months ended December 31, 1997. Gross profit margin increased to 20.5% in the nine months ended December 31, 1998 from 18.4% in the nine months ended December 31, 1997. This increase is primarily attributable to improved domestic production operating efficiencies, a change in the Company's sales mix towards higher margin fashion apparel rather than basic, and the overall higher margins on import product. Operating expenses, including all transactions with the factor, increased $2.5 million or 48.4% to $7.7 million in the nine months ended December 31, 1998 from $5.2 million in the nine months ended December 31, 1997. The increase was primarily due to an increase of $1.4 in payroll and related costs, including $492,000 in increased selling salaries, as well as $612,000 in selling related expenses which resulted from increased sales volume and the costs associated with the expansion into new sales groups. Factoring costs increased $352,000 as a result of higher sales volume and interest costs on increased factor borrowings for working capital needs. As a result of the above factors, pre-tax income increased 9.8% from $461,000 in the nine months ended December 31, 1997 to $506,000 in the nine months ended December 31, 1998. Liquidity and Capital Resources Operating activities provided net cash of $113,000 and of $927,000 for the three and nine months ended December 31, 1998, respectively. The principal use of operating cash during the nine months was to finance the acquisition of substantially all the assets of children's wear manufacturer, TLC for Girls, Inc. for $630,000 and to repurchase the Company's common stock under its September 1998 buyback program for $103,000. The Company's capital expenditures totalled $490,000 and $560,000 for the three and nine months ended December 31, 1998, respectively. $485,000 of these capital expenditures were for computer, material handling, design, and office equipment associated with upgrading information technology and its core business systems as well as improvements to its new warehouse and distribution center and administrative offices. These expenditures have been financed through a leasing company. In connection with the foregoing, in October 1998, the Company executed a six year lease agreement for the new premises (see Item 5, "Other Information"). The lease provides for monthly rental of $33,400 through December 2004. - 10 - In January, 1999, the Company executed a lease for larger showroom space. The lease provides for monthly rental of $34,200 through July, 2006. In September 1998, the Company adopted a share repurchase program to buy back up to 500,000 shares of the Company's stock. As of December 31, 1998 the Company has repurchased 55,000 shares at an average price of $1.88 a share. The Company believes that existing cash, anticipated cash flows from operations and availability of advances under its factoring arrangement will be sufficient to support the Company's operations for at least the next 12 months. Recently Issued Accounting Pronouncements In June 1997, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income", which establishes standards for reporting the components of comprehensive income and SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information", which replaces existing segment disclosure requirements and requires reporting certain financial information regarding operating segments. It also establishes standards for related disclosures about products and services, geographic areas, and major customers. SFAS No. 130 and 131 are effective for financial statements for fiscal years beginning after December 15, 1997. The Company is not currently affected by SFAS No. 130 and is in the process of evaluating the specific requirements of SFAS No. 131. These statements will affect disclosure and presentation in the financial statements, but will have no impact on the Company's consolidated financial position, results of operations or cash flows. -11 - PART II - OTHER INFORMATION Item 1. Legal Proceedings: There are no material pending legal proceedings to which the Company is a party or to which any of its property is subject. The Company is subject to normal litigations in the ordinary course of business. Item 2. Changes in Securities: None. Item 3. Defaults Upon Senior Securities: None. Item 4. Submissions of Matters to a Vote of Security Holders: None. Item 5. Other Information: New Showroom and Warehouse Leases In January 1999, the Company executed a lease with respect to the entire 24th floor in its current building at 1407 Broadway in Manhattan. The Company intends, upon occupying this space in the late spring or early summer, to consolidate a number of its other showrooms into a single space. Monthly rental of this space will be $34,200. The landlord also is providing $342,000 in construction allowances to the Company. The lease runs from occupancy through July 31, 2006. Upon occupancy of the new space, the Company's current lease of Suite 2004 in the same building will be terminated. The Company has not yet received an executed counterpart of the lease from the landlord, but anticipates that it will be received shortly. As of October 13, 1998, the Company executed a lease with respect to 72,206 square feet of office and warehouse space in Secaucus, New Jersey. The Company's warehouse and related office staff (including certain of its senior executives) moved into this space in February 1999. The Company also intends to move most of its design staff from its current location in Manhattan into the new Secaucus space in the near future. This move continues the Company's effort to consolidate its operations into two primary locations. Monthly rent on the Secaucus space is $33,395.28. As part of the lease, the landlord performed a significant amount of work at its expense to prepare the space for the Company's occupancy. The Company also expended and will expend approximately $250,000 as additional efforts to prepare the space, which amounts will be paid through a third-party leasing arrangement. The lease runs from January 1, 1999 through December 31, 2004. The Company has sent a termination notice to the landlord of its previous warehouse space in Cranbury, New Jersey, which termination is based upon the Company's belief that the landlord breached certain material obligations under the agreement. Notwithstanding this termination by the Company, there can be no assurance that the landlord will not claim that the Company's termination was improper and seek continuing payment of rent or other unspecified damages, or seek to negotiate a settlement of the matter which could involve substantial cost to the Company, despite the Company's position that the landlord's breach justified the Company's termination. The Company has been seeking and continues to seek a new tenant for its former warehouse space in an effort to mitigate any potential damages in this matter, but there can be no assurance that it will be able to successfully locate such a tenant, or that the landlord will be willing to enter into a lease with that tenant. New Computer Hardware and Software The Company recently acquired new computer hardware and software, timed to be - 12 - delivered and installed in the new warehouse in Secaucus, which the Company believes will significantly enhance the flow and extent of information throughout the Company, including integration of all sales groups and other units within the Company's administrative infrastructure, and will ensure that the Company's operations will not encounter problems associated with the so-called "Year 2000" computer problem (see "Year 2000 Computer Issue" below). The system, including software, hardware and related training and consulting, is expected to cost approximately $600,000, most of which will be paid in the form of a lease over a five year period. The final amount will depend on the extent of training and consulting required. The Company plans for the new system to be fully operational throughout the Company in early to mid-summer of 1999. Stock Buyback Program In September 1998, the Board of Directors of the Company approved an 18-month program to repurchase up to 500,000 shares of the Company's common stock in the public market. Repurchases have taken place in the discretion of the management, subject to market price at the time, and are subject to available financing. Through January 31, 1999, the Company has repurchased an aggregate of 75,000 shares of common stock at prices ranging from $1.37 per share to $2.15 per share. Year 2000 Computer Issue What is commonly known as the "Year 2000 Issue" arises because many computer hardware and software systems use only two digits to represent the year. As a result, these systems and programs may not calculate dates beyond 1999, which may cause errors in information or system failures. With respect to its internal systems, as indicated above, the Company is taking appropriate steps to remedy the Year 2000 issues and does not expect the costs of these efforts to be material. However, the Year 2000 readiness of the Company's suppliers may vary. While the Company does not believe the Year 2000 matters disclosed above will have a material impact on its business, financial condition or results of its operations, it is uncertain whether or to what extent the Company may be effected by such matters. Item 6. Exhibits and Reports on Form 8-K: (a) Exhibits: 27.1 Financial Data Schedule (b) Reports on Form 8-K: None. - 13 - 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. Dated: February 11, 1999 JENNA LANE, INC. By: /s/ Mitchell Dobies Mitchell Dobies Co-Chief Executive Officer By: /s/ Charles Sobel Charles Sobel Co-Chief Executive Officer