<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 June 30, 2000
[ ] 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 August 1, 2000.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
<PAGE>
RETROSPETTIVA, INC. AND SUBSIDIARY
FORM 10-QSB
INDEX
<TABLE>
<CAPTION>
Part I Financial Information Page
<S> <C>
Item 1. Financial Statements:
Balance Sheets as of June 30, 2000 and December 31, 1999 1
Statements of Operations for the Three Months and
Six Months Ended June 30, 2000 and 1999 2
Statements of Cash Flows for the
Six Months Ended June 30, 2000 and 1999 3
Notes to Financial Statements 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 5
Part II Other Information and Signatures 10
</TABLE>
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RETROSPETTIVA, INC. AND SUBSIDIARY
BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
December 31, June 30,
1999 2000
------------ ------------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash $ 85,857 $ 328,579
Accounts receivable, net, pledged 1,088,811 1,355,788
Due from factor 742,950 303,096
Note receivable, current portion, pledged 36,000 18,000
Note receivable, stockholder 300,160 106,247
Inventories, pledged 10,253,949 8,671,861
Income taxes receivable 72,949 85,007
Deferred tax asset, current portion -- 201,000
Accrued interest receivable, stockholder 78,551 78,551
Due from vendors 580,882 456,520
Product development costs 179,721 --
Other current assets 87,812 87,812
------------ ------------
Total Current Assets 13,507,642 11,692,461
PROPERTY AND EQUIPMENT, at cost, net 1,085,117 1,052,764
NOTES RECEIVABLE, net of current portion 50,851 50,851
DEFERRED TAX ASSETS, net of current portion 47,000 47,000
OTHER ASSETS 18,295 18,845
------------ ------------
$ 14,708,905 $ 12,861,921
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable, trade $ 3,126,098 $ 1,371,076
Line of credit 2,110,817 2,299,010
Due to vendor -- 104,588
Accrued expenses 45,621 43,308
Payroll taxes payable -- 8,091
------------ ------------
Total Current Liabilities 5,282,536 3,826,073
------------ ------------
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; 3,177,916 issued and
outstanding 6,765,480 6,765,480
Subscription receivable (164,790) (164,790)
Additional paid-in capital 230,000 230,000
Retained earnings 2,595,679 2,205,158
------------ ------------
Total Stockholders' Equity 9,426,369 9,035,848
------------ ------------
$ 14,708,905 $ 12,861,921
============ ============
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
1
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RETROSPETTIVA, INC. AND SUBSIDIARY
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
----------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
SALES $ 4,031,020 $ 2,633,181 $ 10,460,671 $ 10,852,294
----------- ----------- ------------ ------------
Total Sales 4,031,020 2,633,181 10,460,671 10,852,294
COST OF SALES 3,550,413 2,244,244 9,061,367 9,495,970
----------- ----------- ------------ ------------
GROSS PROFIT 480,607 388,937 1,399,304 1,356,324
OPERATING EXPENSES
Selling expenses 149,492 164,504 327,872 293,167
General and administrative 484,135 376,104 1,090,580 872,835
Loss on product development costs 349,457 -- 349,457 --
----------- ----------- ------------ ------------
Total Operating Expenses 983,084 540,608 1,767,909 1,166,002
----------- ----------- ------------ ------------
INCOME (LOSS) FROM OPERATIONS (502,477) (151,671) (368,605) 190,322
OTHER INCOME (EXPENSE)
Interest income 84 1,567 281 4,140
Interest income, related party -- 7,856 -- 15,788
Interest expense (119,149) (52,402) (224,517) (93,755)
Other income -- 34,755 1,320 70,252
----------- ----------- ------------ ------------
Net Other Income (Expense) (119,065) (8,224) (222,916) (3,575)
----------- ----------- ------------ ------------
INCOME (LOSS) BEFORE INCOME TAXES (621,542) (159,895) (591,521) 186,747
PROVISION (BENEFIT) FOR INCOME TAXES (211,000) (75,000) (201,000) 59,000
----------- ----------- ------------ ------------
NET INCOME (LOSS) $ (410,542) $ (84,895) $ (390,521) $ 127,747
----------- ----------- ------------ ------------
NET INCOME (LOSS) PER SHARE, BASIC $ (0.13) $ (0.03) $ (0.12) $ 0.04
=========== =========== ============ ============
Weighted Average Numbers of Shares
Outstanding, Basic 3,177,916 3,121,323 3,177,916 3,050,999
=========== =========== ============ ============
NET INCOME PER SHARE, DILUTED $ 0.04
============
Weighted Average Number of Shares
Outstanding, Diluted 3,281,863
============
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
2
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RETROSPETTIVA, INC. AND SUBSIDIARY
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six months ended June 30,
1999 2000
--------- -----------
<S> <C> <C>
CASH FLOWS FROM (TO) OPERATING ACTIVITIES
Net income (loss) $ 127,748 $ (390,521)
Adjustments to reconcile net income (loss) to net cash
provided (used) by operating activities:
Depreciation and amortization 13,740 68,660
Loss on product development costs -- 349,457
Changes in:
Accounts receivable 24,905 (266,978)
Prepaid income taxes 15,125 (12,058)
Due from factor (189,023) 439,854
Accrued interest receivable, shareholder (15,789) --
Product development cost -- (169,736)
Advances to vendor (73,883) 124,362
Inventories 590,551 1,582,088
Other 6,523 (550)
Deferred tax assets -- (201,000)
Accounts payable and accrued expenses (707,775) (1,757,334)
Accrued payroll taxes -- 8,091
--------- -----------
Cash flows (used) by operating activities (207,878) (225,665)
--------- -----------
CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
Purchase of fixed assets (12,276) (36,307)
Loans to stockholder (22,517) 193,913
Payments on notes receivable (26,580) 18,000
--------- -----------
Cash flows provided (used) by investing activities (61,373) 175,606
--------- -----------
CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
(Payments) proceeds from line of credit (125,718) 188,193
Due to vendor 104,588
Proceeds from issuance of common stock 316,500 --
--------- -----------
Cash flows provided by financing activities 190,782 292,781
--------- -----------
NET INCREASE (DECREASE) IN CASH (78,469) 242,722
CASH IN BANK, beginning of period 115,890 85,857
--------- -----------
CASH IN BANK, end of period $ 37,421 $ 328,579
========= ===========
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest $ 224,517 $ 93,755
========= ===========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
3
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RETROSPETTIVA, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The accompanying consolidated 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 consolidated 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 six months ended June 30, 2000 are not necessarily
indicative of the results of operations for the full year. These consolidated
financial statements and related footnotes should be read in conjunction with
the consolidated 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, 1999.
NOTE 2 - LOSS ON PRODUCT DEVELOPMENT COSTS
During 1999, the Company's subsidiary, Hamilton Toys, LLC, entered into a
license agreement to produce dolls based upon the movie, "The Adventures of
Rocky and Bullwinkle". The Company incurred development costs of $349,457 during
1999 and 2000. The Company received purchase orders for the dolls from numerous
specialty retail stores during 2000. The Company placed orders for the
production based upon these purchase orders with a production company. The
production company did not produce the dolls as required by its agreement. The
Company had all financing and distribution channels in place for the production
and sale of the dolls and intends to seek financial recovery of its costs from
the production company by legal means. Management believes that it will prevail
and recover at a minimum its costs incurred to date. However, due to the
uncertainty of collection as of June 30, 2000, the Company has elected to record
an allowance against the costs, until it is assured of collection.
NOTE 3 - INVENTORY
Inventories at June 30, 2000 consisted of the following:
<TABLE>
<S> <C>
Raw materials $2,859,479
Work-in-process 3,660,838
Finished goods 2,151,544
----------
Total $8,671,861
==========
</TABLE>
4
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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 the Company's warehouse in Astoria, New York.
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
5
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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>
June 30, June 30,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues 100.0 % 100.0 % 100.0 % 100.0%
Cost of goods sold 88.1 % 85.2 % 86.6 % 87.5%
Gross profit 11.9 % 14.8 % 13.4 % 12.5%
Selling, General and Administrative 15.7 % 20.5 % 13.6 % 10.7%
Loss on product development costs 8.7 % 0.0 % 3.3 % 0.0%
Operating income (12.5)% (5.8)% (3.5)% 1.8%
</TABLE>
THREE MONTHS ENDED JUNE 30, 2000 ("2000") COMPARED TO THREE MONTHS ENDED
JUNE 30, 1999 ("1999")
SALES
Sales for 2000 were $4,031,020, which represented an increase of $1,397,839 or
53.1% over 1999 net sales of $2,633,181. 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. During 1999 the Company sold many of its
products through a third party distributor, which in turn sold those products to
national chains. Beginning in the fourth quarter of 1999, the Company began
selling directly to the distributor's national customers.
COST OF GOODS SOLD
Cost of goods sold in 2000 was $3,550,413 or 88.1% of sales, an increase of
$1,306,169 from $2,244,244 or 85.2% of sales in 1999. The increase in cost of
goods sold was primarily attributable to the increase in sales. The increase in
the percentage of cost of goods sold was primarily attributable to increases in
cost of materials and shipping expenses. The Company successfully implemented
the special shipping and distributing requirements of the Company's new
customers and anticipates higher margins due to the direct sales to national
chains, rather than through a distributor. The procedures necessary to meet
these requirements were put in place during the end of the second and beginning
of the third quarter. During 2000 the Company had small sales at or below cost
to remove excess inventory. These sales affected the cost of goods sold.
GROSS PROFIT
Gross profit was $480,607 for 2000, an increase of $91,670 from $388,937 for
1999. The gross profit percentage was 11.9% in 2000, a decrease from 14.8% in
1999. The decrease in the gross profit percentage was primarily attributable to
small sales at or below cost and the Company's implementation of special
shipping and distributing requirements of its new customers.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative ("SG&A") expenses were $633,627 or 15.7% of
sales for 2000, an increase of $93,019 from $540,608 or 20.5% of sales for 1999.
The increase in SG&A expense was primarily attributable to payments related to
sales commissions, salaries, factor
6
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charges and rent. As a percentage of sales, SG&A expense decreased because of
increased sales relative to the Company's fixed costs.
LOSS ON PRODUCT DEVELOPMENT COSTS
The loss on product development costs during 2000 was $349,457 as compared to $0
for 1999 and is attributable to the New York manufacturing firm's failure to
produce goods as required by the Company's purchase order. The Company
contracted for the production of dolls based upon the movie, "The Adventures of
Rocky and Bullwinkle" during 2000. The Company is seeking legal remedies for its
loss.
INTEREST EXPENSE
Interest expense for 2000 was $119,149 compared to $52,402 for 1999. The
increase in interest was primarily attributable to the increase in the
utilization of the line of credit.
BENEFIT FROM INCOME TAXES
The benefit from income taxes was $211,000 and $75,000 for 2000 and 1999,
respectively. The increase in the benefit from income taxes for 2000 was
primarily attributable to a greater tax loss for the three months ended June 30,
2000.
SIX MONTHS ENDED JUNE 30, 2000 ("2000") COMPARED TO SIX MONTHS ENDED
JUNE 30, 1999 ("1999")
SALES
Sales for 2000 were $10,460,671, which represented a decrease of $391,623 or
3.6% under 1999 sales of $10,852,294. During 1999, the Company sold many of its
products through a third party distributor, which in turn sold those products to
national chains. Beginning in the fourth quarter of 1999, the Company began
selling directly to the distributor's national customers. Although the process
of direct sales to these new customers have, in the short term, caused a slight
decrease in sales, management believes that sales for the year will remain
steady or increase as compared to 1999.
COST OF GOODS SOLD
Cost of goods sold in 2000 was $9,061,367 or 86.6% of sales, a decrease of
$434,603 from $9,495,970 or 87.5% of sales in 1999. The decrease in cost of
goods sold was primarily attributable to the decrease in sales and the Company's
successful implementation of the special shipping and distributing requirements
of the Company's new customers and the higher margins inherent in direct sales
to national chains, rather than through a distributor. The procedures necessary
to meet these requirements were put in place during the end of the second and
beginning of the third quarter. The Company anticipates that cost of goods sold
as a percentage of sales will either remain steady or decrease for the year as
compared to 1999. Additionally, the Company made a few small sales at or below
cost of excess inventory during the second quarter to recover its costs. The
Company does not anticipate any additional sales of excess inventory during the
remainder of the year.
GROSS PROFIT
Gross profit was $1,399,304 for 2000, an increase of $42,980 from $1,356,324 for
1999. The gross profit percentage was 13.4% in 2000, an increase from 12.5% in
1999. The increase in the gross profit percentage was primarily attributable to
the Company's successful implementation of
7
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the special shipping and distributing requirements of the Company's new
customers and the higher margins inherent in direct sales to national chains,
rather than through a distributor.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative ("SG&A") expenses were $1,418,452 or 13.6%
of sales for 2000, an increase of $252,450 from $1,166,002 or 21.7%. The
increase in SG&A expense levels was primarily attributable to payments related
to factor finance charges and increased sales commissions. The Company
anticipates these costs to remain consistent for the remainder of the year.
LOSS ON PRODUCT DEVELOPMENT COSTS
The loss on product development costs during 2000 was $349,457 as compared to $0
for 1999 and is attributable to the New York manufacturing firm's failure to
produce goods as required by the Company's purchase order. The Company
contracted for the production of dolls based upon the movie, "The Adventures of
Rocky and Bullwinkle" during 2000. The Company is seeking legal remedies for its
loss.
INTEREST EXPENSE
Interest expense for 2000 was $224,517 compared to $93,755 for 1999. The
increase in interest expense was primarily attributable to the increase in the
utilization of the Company's line of credit.
PROVISION (BENEFIT) FOR INCOME TAXES
The provision (benefit) for income taxes were ($201,000) and $59,000 for 2000
and 1999, respectively. The change in the provision (benefit) for income taxes
for 2000 is due to a tax loss for the six months ended June 30, 2000.
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 2000. Without
exercise of those warrants, the Company may be required to utilize its other
financing vehicles to continue its growth and fund operations.
It is the Company's intention to utilize its existing line of credit with a
major lending institution and its credit facility arrangement with a New York
factoring company. The Company increased its line of credit during the second
quarter of 2000 and placed $300,000 in a short-term certificate of deposit as
collateral for the increased available funds.
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
8
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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.
9
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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
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: August 14, 2000 RETROSPETTIVA, INC.
-------------------
(Registrant)
------------------------------
Hamid Vaghar
Chief Financial Officer
(Principal Accounting Officer)
10
