<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended September 30, 1999
[ ] 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,
3,177,916 shares as of November 9, 1999.
Transitional Small Business Disclosure Format: Yes [ ] No [ X ]
<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 nine months ended September 30, 1999 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, 1998.
NOTE 2 - COMMON STOCK OUTSTANDING
On January 15, March 12, April 6 and September 24, 1999, 85,000, 42,916,
100,000, 50,000 common stock options were exercised, respectively by an
employee of the Company. The total issued and outstanding no par value common
stock as of November 9, 1999 was 3,177,916.
2
<PAGE>
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
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 finished 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)
where they are manufactured into finished 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.
The Company has entered in to a joint venture agreement with Hamilton Design
System to acquire licenses from major film studios to manufacture dolls
portraying certain movie characters. The Company will provide financing,
warehousing, shipping, billing, collections as well as administration to the
joint venture while Hamilton Design System will design, oversee production
and administer the sales force,
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:
3
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<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1999 1998 1999 1998
---------------------------------------------
<S> <C> <C> <C> <C>
Revenues 100.0% 100.0% 100.0% 100.0%
Cost of goods sold 87.6% 90.2% 87.6% 87.7%
Gross profit 12.4% 9.8% 12.4% 12.3%
Selling, General and Administrative 6.6% 5.3% 9.2% 6.0%
Operating income 5.8% 4.6% 3.3% 6.3%
</TABLE>
NINE MONTHS ENDED SEPTEMBER 30, 1999 ("1999") COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 1998 ("1998")
SALES
Sales for 1999 were $17,380,934 which represented a decrease of $7,338,389 or
29.7% under 1998 net sales of $24,719,323. The decline in sales was primarily
attributable to decreased purchases by existing customers Net sales decreases
during the period reflected these decreased customer orders.
COST OF GOODS SOLD
Cost of goods sold in 1999 was $15,215,862 or 87.6% of sales, a decrease of
$6,456,283 from $21,672,145 or 87.7% of sales in 1998. The decrease in cost
of goods sold was primarily attributable to the decrease in sales.
GROSS PROFIT
Gross profit was $2,165,072 for 1999, a decrease of $882,106 from $3,047,178
for 1998. The gross profit percentage was 12.4% in 1999, an increase from
12.3% in 1998.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative ("SG&A") expenses were $1,599,057 or 9.2%
of sales for 1999, an increase of $112,495 or 7.6% from $1,486,562. The
increase in SG&A expense levels was primarily attributable to payments
related to sales commissions, salaries, factor charges and rent.
INTEREST EXPENSE
Interest expense for 1999 was $153,149 compared to $70,277 for 1998. The
increase in interest was primarily attributable to the increase in the
utilization of existing financing facilities.
OTHER INCOME
Other income for 1999 was $70,691 compared to none in 1998. The increase in
other income was primarily attributed to the warehousing services rendered to
one customer.
PROVISION FOR INCOME TAXES
The provision for income taxes was $188,000 and $695,250 for 1999 and 1998,
respectively. The decrease in the provision for income taxes for the 1999 was
primarily attributable to decreased earnings.
4
<PAGE>
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 1999. 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.
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.
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.
5
<PAGE>
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 is
in the process of implementing a plan to obtain information from its external
service providers, significant suppliers and customers, and financial
institutions to confirm their plans and readiness to become Year 2000
compliant, in order to better understand and evaluate how their Year 2000
issues may affect the Company's operations. The Company currently is not in a
position to assess this aspect of 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.
While the Company believes that its own internal assessment and planning
efforts with respect to external service providers, suppliers, customers and
financial institutions are and will be adequate to address its Year 2000
concerns there can be no assurance that these efforts will be successful or
will not have a material adverse affect on the Company's operations.
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
ITEM 5. OTHER INFORMATION
Not applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Not applicable
6
<PAGE>
RETROSPETTIVA, INC.
BALANCE SHEETS
(UNAUDITED)
ASSETS
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1998 1999
-------------------------------
<S> <C> <C>
CURRENT ASSETS
Cash $ 115,890 $ 72,205
Accounts receivable, net, pledged 1,716,697 1,831,705
Due from factor 333,053 2,091,887
Note receivable 100,333 100,333
Note receivable, stockholder 291,738 295,667
Loans receivable-Jiont ventue - 82,669
Inventories, pledged 8,470,702 7,502,320
Prepaid income taxes 82,016 -
Accrued interest receivable, stockholder 55,370 78,551
Due from vendors 1,540,791 1,571,730
Other 74,520 67,812
-------------------------------
Total Current Assets 12,781,110 13,694,879
PROPERTY AND EQUIPMENT, at cost, net 70,256 67,041
DEFERRED TAX ASSETS 41,000 41,000
OTHER ASSETS 19,110 18,295
-------------------------------
$12,911,476 $13,821,215
===============================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable, trade $ 2,024,580 $ 1,529,465
Line of credit 1,507,216 2,304,622
Note payable 26,580 -
Accrued expenses 97,723 13,712
Income tax payable - 63,051
Payroll tax payable - 6,780
Customer advances 267,454 250,000
-------------------------------
Total Current Liabilities 3,923,553 4,167,630
-------------------------------
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 3,177,916 shares, respectively 6,258,190 6,765,480
Due from stockholder - (164,790)
Additional paid-in capital 230,000 230,000
Retained earnings 2,499,733 2,822,895
-------------------------------
Total Stockholders Equity 8,987,923 9,653,585
-------------------------------
$12,911,476 $13,821,215
===============================
</TABLE>
7
<PAGE>
RETROSPETTIVA, INC.
STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1999 1998 1999 1998
-----------------------------------------------------------
<S> <C> <C> <C> <C>
SALES $6,528,640 $9,941,330 $17,380,934 $24,719,323
-
COST OF SALES 5,719,893 8,961,476 15,215,862 21,672,145
-----------------------------------------------------------
GROSS PROFIT 808,747 979,854 2,165,072 3,047,178
OPERATING EXPENSES
Selling expenses 124,345 208,615 417,512 402,952
General and administrative 308,271 312,411 1,181,545 1,083,610
-----------------------------------------------------------
Total Operating Expenses 432,616 521,026 1,599,057 1,486,562
-----------------------------------------------------------
INCOME FROM OPERATIONS 376,131 458,828 566,015 1,560,616
OTHER INCOME (EXPENSES)
Interest income 7,678 36,539 27,606 78,872
Interest income, related party - - - 23,446
Other income - - 70,691
Interest expense (59,394) (32,246) (153,149) (70,277)
-----------------------------------------------------------
Net Other Income (Expenses) (51,716) 4,293 (54,852) 32,041
-----------------------------------------------------------
INCOME BEFORE INCOME TAXES 324,415 463,121 511,163 1,592,657
PROVISION FOR INCOME TAXES 129,000 185,250 188,000 695,250
-----------------------------------------------------------
NET INCOME $ 195,415 $ 277,871 $ 323,163 $ 897,407
===========================================================
NET INCOME PER SHARE, BASIC $ 0.06 $ 0.10 $0.10 $ 0.31
===========================================================
WEIGHTED AVERAGE NUMBERS OF SHARES
OUTSTANDING, BASIC 3,131,177 2,900,000 3,078,018 2,900,000
===========================================================
NET INCOME PER SHARE, DILUTED $ 0.05 $ 0.09 $ 0.09 $ 0.28
===========================================================
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING, DILUTED 3,648,422 3,141,359 3,595,264 3,174,317
===========================================================
</TABLE>
8
<PAGE>
RETROSPETTIVA, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30
1998 1999
---------------------------------
<S> <C> <C>
CASH FLOWS FROM (TO) OPERATING ACTIVITIES
Net income $ 897,407 $ 323,163
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation and amortization 52,577 20,610
Services provided to reduce note receivable - -
Changes in:
Accounts receivable (332,351) (115,008)
Prepaid income taxes - 82,016
Due from factor (1,027,947) (1,758,834)
Prepaid license fees 30,333 -
Accounts receivable Mfr agent 103,330 -
Accounts receivable Partnership (160,989) -
Loans receivable Joint venture (82,669)
Prepaid expenses 5,024
Insurance receivable (6,708) -
Accrued interest receivable, shareholder (36,046) (23,181)
Advances to vendor (350,000) (30,939)
Advances for sales commissiosn - -
Inventories (159,010) 968,382
Other (9,691) 7,523
Accounts payable and accrued expenses 19,654 (579,127)
Accrued income taxes 45,544 63,051
Accrued payroll taxes 34,668 6,780
Customer advances 112,615 (17,454)
---------------------------------
Cash flows provided (used) by operating activities (781,590) (1,135,687)
---------------------------------
CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
Notes receivable 40,675 -
Purchase of fixed assets (500,279) (17,395)
Payments on notes receivable - (26,580)
---------------------------------
Cash flows provided (used) by investing activities (459,604) (43,975)
---------------------------------
CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
Loans to stockholder (194,047) (3,929)
Payments from stockholder - -
Proceeds from line of credit, net 1,252,632 797,406
Due to factor (7,369) -
Proceeds from issuance of common stock - 342,500
---------------------------------
Cash flows provided (used) by financing activities 1,051,216 1,135,977
---------------------------------
NET INCREASE (DECREASE) IN CASH (189,975) (43,685)
CASH IN BANK, beginning of period 1,569,905 115,890
---------------------------------
CASH IN BANK, end of period $ 1,379,930 $ 72,205
=================================
</TABLE>
9
<PAGE>
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 11, 1999 RETROSPETTIVA, INC.
---------------------------------
(Registrant)
/s/ Hamid Vaghar
------------------------
Hamid Vaghar
Chief Financial Officer
(Principal Accounting Officer)
10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
RETROSPETTIVA, INC. 10-QSB FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 72,205
<SECURITIES> 0
<RECEIVABLES> 1,831,705
<ALLOWANCES> 0
<INVENTORY> 7,502,320
<CURRENT-ASSETS> 13,694,879
<PP&E> 67,041
<DEPRECIATION> 0
<TOTAL-ASSETS> 13,821,215
<CURRENT-LIABILITIES> 4,167,630
<BONDS> 0
0
0
<COMMON> 6,765,480
<OTHER-SE> 3,217,685
<TOTAL-LIABILITY-AND-EQUITY> 13,821,215
<SALES> 17,380,934
<TOTAL-REVENUES> 17,380,934
<CGS> 15,215,862
<TOTAL-COSTS> 16,814,919
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 153,149
<INCOME-PRETAX> 511,163
<INCOME-TAX> 188,000
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 323,163
<EPS-BASIC> .10
<EPS-DILUTED> .09
</TABLE>
