<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to ___________
For the quarterly period ended ________________________
Commission file number: 333-29295
RETROSPETTIVA, INC.
(Exact name of small business issuer as specified in its charter)
California 95-4298051
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8825 West Olympic Boulevard
Beverly Hills, CA 90211
(Address of principal executive offices)
(310) 657-1745
(Issuer's telephone number)
Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: Common Stock, No Par Value, 2,900,000
shares as July 24, 1998
Transitional Small Business Disclosure Format: Yes [ ] No [ X ]
<PAGE>
RETROSPETTIVA, INC.
BALANCE SHEETS
(UNAUDITED)
ASSETS
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1998 1997
------------------------------------
<S> <C> <C>
CURRENT ASSETS
Cash $ 1,775,634 $ 1,569,905
Accounts receivable, net, pledged 1,799,194 2,958,770
Due from factor 152,235 -
Note receivable 84,534 115,210
Note receivable, stockholder 354,101 288,496
Inventories, pledged 9,014,181 6,389,896
Advances to vendor 350,000 -
Advances for sales commissions 55,000 -
Accrued interest receivable, stockholder 44,488 21,042
Other 72,129 79,999
------------------------------------
Total Current Assets 13,701,496 11,423,318
PROPERTY AND EQUIPMENT, at cost, net 515,855 183,293
DEFERRED TAX ASSETS 34,000 34,000
OTHER ASSETS 79,854 4,610
------------------------------------
$ 14,331,205 $ 11,645,221
------------------------------------
------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable, trade $ 3,811,093 $ 2,881,620
Line of credit 1,151,314 95,610
Note payable 131,124 131,124
Accrued expenses 17,824 66,140
Due to factor 737 -
Accrued income taxes 177,202 160,966
Customer advances 250,000 137,385
------------------------------------
Total Current Liabilities 5,539,294 3,472,845
------------------------------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock - authorized 1,000,000 shares - none issued or outstanding
Common stock - authorized 15,000,000 shares, no par value; issued and
outstanding 2,900,000 and 2,900,000 shares, respectively 6,258,190 6,258,190
Additional paid-in capital 230,000 230,000
Retained earnings 2,303,721 1,684,186
------------------------------------
Total Stockholders Equity 8,791,911 8,172,376
------------------------------------
$ 14,331,205 $ 11,645,221
------------------------------------
------------------------------------
</TABLE>
<PAGE>
RETROSPETTIVA, INC.
STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
1997 1998 1997 1998
-------------------------------------------------------------
<S> <C> <C> <C> <C>
SALES $ 2,827,442 $ 6,591,137 $ 7,921,299 $ 14,777,993
-
COST OF SALES 2,413,271 5,661,787 6,758,331 12,710,669
--------------------------------------------------------------
GROSS PROFIT 414,171 929,350 1,162,968 2,067,323
OPERATING EXPENSES
Selling expenses 46,780 95,419 94,568 194,337
General and administrative 78,677 265,553 218,941 771,199
--------------------------------------------------------------
Total Operating Expenses 125,457 360,972 313,509 965,536
--------------------------------------------------------------
INCOME FROM OPERATIONS 288,714 568,378 849,459 1,101,787
OTHER INCOME (EXPENSES)
Interest income 4,477 24,594 4,477 42,333
Interest income, related party - 11,803 - 23,446
Interest expense (10,520) (27,869) (23,784) (38,031)
--------------------------------------------------------------
Net Other Income (Expenses) (6,043) 8,528 (19,307) 27,748
--------------------------------------------------------------
INCOME BEFORE INCOME TAXES 282,671 576,906 830,152 1,129,535
PROVISION FOR INCOME TAXES 113,000 290,000 332,870 510,000
--------------------------------------------------------------
NET INCOME $ 169,671 $ 286,906 $ 497,282 $ 619,535
--------------------------------------------------------------
--------------------------------------------------------------
NET INCOME PER SHARE, BASIC $ 0.10 $ 0.10 $ 0.28 $ 0.21
--------------------------------------------------------------
--------------------------------------------------------------
WEIGHTED AVERAGE NUMBERS OF SHARES
OUTSTANDING, BASIC 1,750,000 2,900,000 1,750,000 2,900,000
--------------------------------------------------------------
--------------------------------------------------------------
NET INCOME PER SHARE, DILUTED $ 0.10 $ 0.09 $ 0.28 $ 0.19
--------------------------------------------------------------
--------------------------------------------------------------
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING, DILUTED 1,750,000 3,183,456 1,750,000 3,183,456
--------------------------------------------------------------
--------------------------------------------------------------
</TABLE>
<PAGE>
RETROSPETTIVA, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
1997 1998
------------------------------------
<S> <C> <C>
CASH FLOWS FROM (TO) OPERATING ACTIVITIES
Net income $ 497,282 $ 619,535
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation and amortization 8,831 30,888
Services provided to reduce note receivable 57,087 30,675
Utilization of deferred offering costs (181,183)
Changes in: -
Accounts receivable 750,144 1,170,380
Due from factor - (152,235)
Prepaid license fees - 26,000
Accounts receivable Mfg. Agent 103,330
Accounts receivable Partnership (160,989)
Prepaid expenses - 5,024
Accrued interest receivable, shareholder - (23,446)
Advances to vendor - (350,000)
Advances for sales commissions - (55,000)
Inventories (612,366) (2,624,286)
Other (19,568) (51,544)
Accounts payable and accrued expenses (475,814) 324,822
Accrued income taxes 296,764 16,237
License fee payable 17,335
Letters of credit payable 539,000
Customer advances (392,428) 112,615
------------------------------------
Cash flows provided (used) by operating activities (71,251) (421,659)
------------------------------------
CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
Purchase of fixed assets (4,609) (363,449)
------------------------------------
Cash flows provided (used) by investing activities (4,609) (363,449)
------------------------------------
CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
Loans to stockholder (230,500) (105,466)
Collections on note receivable, stockholder 27,406 39,862
Proceeds from line of credit - 1,055,704
Due to factor - 737
Payments on note payable (92,580)
Payments for deferred offering costs (13,151)
Proceeds from issuance of common stock 563,813
------------------------------------
Cash flows provided (used) by financing activities 254,988 990,837
------------------------------------
NET INCREASE (DECREASE) IN CASH 179,128 205,729
CASH IN BANK, beginning of period 110,777 1,569,905
------------------------------------
CASH IN BANK, end of period $ 289,905 $ 1,775,634
------------------------------------
------------------------------------
</TABLE>
<PAGE>
RETROSPETTIVA, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and in accordance with the instructions for Form 10-QSB. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements.
In the opinion of management, the financial statements contain all material
adjustments, consisting only of normal recurring adjustments necessary to
present fairly the financial condition, results of operations, and cash flows of
the Company for the interim periods presented.
The results for the three and six months ended June 30, 1998 are not necessarily
indicative of the results of operations for the full year. These financial
statements and related footnotes should be read in conjunction with the
financial statements and footnotes thereto included in the Company's Form 10-KSB
filed with the Securities and Exchange Commission for the year ended December
31, 1997.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
The Company contracts for the manufacture of a variety of garments, primarily
basic women's sportswear which includes suits, skirts, blouses, blazers, pants,
shorts, vests and dresses, using assorted fabrics including rayons, linens,
cotton and wool. The Company arranges for the manufacture of garments for
customers under private labels selected by its customers. It markets its
products exclusively in the United States directly to large wholesalers,
directly and indirectly to national retailers and buying organizations and
directly to women's chain clothing stores and catalogues.
Substantially all of the Company's garments are sold on a "package" basis
pursuant to which the Company markets at fixed prices finished garments to the
customer's specifications and quantity requirements, arranges for the production
of the garments and delivers the garments directly to the customer at the port
of entry. In its marketing, the Company emphasizes these package arrangements
and what it believes to be the better quality and lower prices of garments
produced by skilled Macedonian workers as compared to lower paid workers in
certain other regions.
As a package provider, the Company sources and purchases fabrics and trims,
arranges for cutting and sewing, and coordinates any other services required to
provide a completed garment. Since the Company manufactures its finished
products only upon receipt of purchase orders from its wholesale and retail
customers, it therefore does not maintain an inventory of finished products. The
Company believes that in this way it minimizes the marketing and fashion risk
generally associated with the apparel industry. Fabrics and trims are purchased
from suppliers in China, India, Russia, Romania, Italy and the United States.
After dying the fabric, if necessary, the fabric and trim are shipped to
factories selected by the Company (primarily located in Macedonia with
additional production facilities located in Greece, Lithuania and Romania) where
they are manufactured into completed garments under the Company's management and
quality control guidance. The finished products are then shipped directly to New
York City where the Company's customers claim the goods either at the port in
New York City or at a consolidating warehouse in Astoria, New York.
<PAGE>
Except for historical information contained herein, the matters set forth may
include forward-looking statements that are subject to risks and uncertainty
that may cause actual results to differ materially. Such forward-looking
statements that may be contained in this document could include in particular
statements concerning business back-logs, operating efficiencies and capacities,
capital spending, and other expenses. Among other factors that could cause
actual results to differ materially are the following; dependence upon
unaffiliated manufacturers and fabric suppliers, dependence on certain
customers, foreign operations, competition, risks associated with significant
growth, uncertainties in apparel industry, general economic conditions,
seasonality, political instability, concentration of accounts receivable and
possible fluctuations in operating results
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, the percentage
relationship to net revenues of certain items in the Company's statements;
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
1997 1998 1997 1998
-------------------------------------------
<S> <C> <C> <C> <C>
Revenues 100.0% 100.0% 100.0% 100.0%
Cost of goods sold 85.4% 85.9% 85.3% 86.0%
Gross profit 14.7% 14.1% 14.7% 14.0%
Selling, General and Administrative 4.4% 5.5% 4.0% 6.3%
Operating income 10.2% 8.6% 10.7% 7.7%
</TABLE>
SIX MONTHS ENDED JUNE 30, 1998 ("1998") COMPARED TO SIX MONTHS ENDED JUNE 30,
1997 ("1997")
"During May of 1998, the Company noted that accounts payable were
overstated as a result of the duplication in recording certain material
purchases during the three months ended March 31, 1998. The Company deleted
the duplication, effectively reducing cost of goods sold by $144,000.
Consequently, income from operations as originally reported in the form
10-QSB for the six months ended June 30, 1998 was overstated by $144,000. The
amended form 10-QSB reflects an adjustment to increase cost of goods sold and
decrease inventory by $144,000 thereby reducing gross profit and income from
operations by $144,000. The Company also reclassified $42,000 of operating
expenses to interest expense. The amended form 10-QSB also reflects an
adjustment to reduce accounts payable and inventory by $430,000, in
connection with the Company erroneously duplicating the recording certain
inventory, acquired by letter of credit. There is no effect on income from
operations as a result of this adjustment. The Company uses the gross profit
method for determining quarterly ending inventory balances. Inventory
balances are not adjusted during the month; only purchases and the
corresponding payable are adjusted to record the acquisitions of materials.
The inaccuracies originally reported in Form 10-QSB, were the result of the
Company not having formal procedurees for accounting for letter of credit
activity. The Company began to use letters of credit to finance inventory
purchases during the three months ended March 31, 1998. To insure that this
problem will not recur, the Company has adopted formal procedures for the
accounting for letters of credit and related inventory, and has assigned the
responsibility for this accounting function to a member of senior management.
Additionally, the Company reclassified certain immaterial amounts from other
assets to notes receivable."
SALES
Sales for 1998 were $14,777,993 which represented an increase of $6,856,694 or
86.6% over 1997 net sales of $7,921,299. Sales of the Company's own labeled
products and private label products were $-0- and $14,777,993 respectively, in
1998 compared to $399,700 and $7,521,599, respectively, in 1997. The growth in
sales was primarily attributable to increased purchases by existing customers
and from new customers. Generally, the Company receives relatively small initial
orders from new customers. As the relationship with the customer continues, the
purchase orders often increase substantially. Net sales increases during the
period reflected these increased customer orders.
COST OF GOODS SOLD
Cost of goods sold in 1998 was $12,710,670 or 86.0% of sales, an increase of
$5,952,338 from $6,758,331 or 85.3% of sales in 1997. The increase in cost of
goods sold was primarily attributable to the increase in sales.
GROSS PROFIT
Gross profit was $2,067,323 for 1998, an increase of $904,355 from $1,162,968
for 1997. The gross profit percentage was 14.0% in 1998, a decrease from 14.7%
in 1997. The decrease in the gross profit percentage was primarily attributable
to increases in purchases.
<PAGE>
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative ("SG&A") expenses were $965,536 or 6.5% of
sales for 1998, an increase of $652,027 from $313,509 or 4.0% of sales for 1997.
The increase in SG&A expense levels was primarily attributable to payments
related to professional fees, salaries, travel expenses, license fees and dues
(consisting primarily of the Company's NASDAQ membership fees) and promotion and
marketing and depreciation.
INTEREST EXPENSE
Interest expense for 1998 was $38,031 compared to $23,784 for 1997. The increase
in interest was primarily attributable to the increase in the utilization of
lines of credit.
PROVISION FOR INCOME TAXES
The provision for income taxes was $510,000 and $332,870 for 1998 and 1997,
respectively. The increase in the provision for income taxes for the 1998 was
primarily attributable to increased earnings.
LIQUIDITY
The Company has 575,000 warrants outstanding with an exercise price of $7.50 per
warrant expiring September 23, 2002. The Company has 50,000 underwriter warrants
outstanding with an exercise price of $14.40 per unit. Each unit consists of two
shares of the Company's common stock and one warrant as described above. The
Company does not know whether the warrants will be exercised in 1998. Without
exercise of those warrants, the Company may need to limit its growth in order to
more efficiently manage its available funds and funds generated by operations.
It is the Company's intention, however, to utilize more fully and possibly
increase its existing line of credit with a major lending institution and its
credit facility arrangement with a New York factoring company. These measures
are required due to the significant cash requirements related to increases in
revenues.
The Company does not expect its historical rate of increase in sales growth to
continue and further expects its rate of growth to be lower in the future as it
begins to reach its full operating capacity constraints and utilization of its
existing capital resources. In the event the Company is able to obtain
additional equity capital through the exercise, if any, of its outstanding
warrants or other increases in potential working capital as mentioned above,
however, the Company believes that this new working capital may allow it to grow
more quickly.
CAPITAL RESOURCES
Since its formation, the Company has financed its operations and met its capital
requirements primarily through cash flows from operations, customer advances,
from principals, credit facilities, bridge loans, a private placement and its
IPO.
The initial use of IPO funds was to repay certain debt and to purchase raw
materials, for working capital and the eventual purchase of wool manufacturing
equipment. The Company's primary need for cash is for working capital purposes.
The Company may raise capital through the issuance of long-term or short-term
debt, or the issuance of securities in private or public transactions to fund
future expansion of its business. There can be no assurance that acceptable
financing for future transactions can be obtained.
<PAGE>
INFLATION
The Company does not anticipate a significant increase in inflation in the
United States over the short-term. All of the Company's transactions worldwide
are conducted on a dollar-denominated basis which is intended to mitigate the
possible impact of volatile currencies that may arise as a result of global
corporations crowding emerging markets in search of growth.
SEASONALITY
The Company's revenues and operating results have exhibited some degree of
seasonality in past periods. Typically, the Company experiences its highest
sales in the first and fourth quarters and its lowest sales in the second and
third quarters.
YEAR 2000 ISSUES
Many computer systems in use today were designed and developed using two digits,
rather than four, to specify the year. As a result, such systems will recognize
the year 2000 as "00". This could cause many computer applications to fail
completely or to create erroneous results unless corrective measures are taken.
The Company currently uses software and related computer technologies essential
to its operations that the Company believes will not be affected by the year
2000 issue.
The Company, however, can not determine the extent to which its vendors and
customers may or may not be affected by the year 2000 issue. The Company intends
over the next 2 years to establish relationships with customers that may require
the use of EDI (electronic data interchange) whereby all invoicing and payments
will take place electronically over the internet through computers. The Company
believes that since these prospective customers already utilize EDI, that they
either have in place now, or will have successfully taken whatever steps are
necessary to solve the year 2000 issue.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
CHANGES IN SECURITIES
Not applicable
USE OF PROCEEDS
Not applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable
<PAGE>
ITEM 5. OTHER INFORMATION
Not applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Not applicable
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 thereto duly authorized.
Date: November 16, 1998 RETROSPETTIVA, INC.
-------------------
(Registrant)
------------------------
Hamid Vaghar
Chief Financial Officer
(Principal Accounting Officer)
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
RETROSPETTIVA'S 10-QSB/A FOR THE THREE MONTHS ENDED JUNE 30, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> APR-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 1,775,634
<SECURITIES> 0
<RECEIVABLES> 2,523,557
<ALLOWANCES> 145,897
<INVENTORY> 9,014,181
<CURRENT-ASSETS> 13,071,496
<PP&E> 613,150
<DEPRECIATION> 97,295
<TOTAL-ASSETS> 14,331,205
<CURRENT-LIABILITIES> 5,539,294
<BONDS> 0
0
0
<COMMON> 6,258,190
<OTHER-SE> 2,533,721
<TOTAL-LIABILITY-AND-EQUITY> 14,331,205
<SALES> 6,591,137
<TOTAL-REVENUES> 6,591,137
<CGS> 5,661,787
<TOTAL-COSTS> 6,022,760
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 27,869
<INCOME-PRETAX> 576,906
<INCOME-TAX> 290,000
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 286,906
<EPS-PRIMARY> 0.099
<EPS-DILUTED> 0.090
</TABLE>
