MARISA CHRISTINA INC
10-Q, 1998-08-14
KNIT OUTERWEAR MILLS
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<PAGE>   1
                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-Q


[x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

For the quarter ended  June 30, 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:     0-24176



                         Marisa Christina, Incorporated
             (Exact name of registrant as specified in its charter)




Delaware                                             11-3216809
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                       Identification No.)



8101 Tonnelle Avenue, North Bergen, New Jersey       07047-4601
(Address of principal executive offices)             (Zip Code)



                                 (201)-758-9800
              (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_____

     The number of shares outstanding of the Company's Common Stock on August 1,
1998 were 8,159,769.
<PAGE>   2
                 MARISA CHRISTINA, INCORPORATED AND SUBSIDIARIES

                                      INDEX



<TABLE>
<CAPTION>
                                                                                                          Page
                                                                                                          ----

PART I.  FINANCIAL INFORMATION

<S>                                                                                                      <C>
Item 1.       Consolidated Financial Statements:

              Consolidated Balance Sheets as of December 31, 1997
                 and June 30, 1998 (Unaudited)                                                               2

              Consolidated Statements of Operations and Comprehensive
              Income for the Three and Six Months Ended June 30, 1997
              and 1998 (Unaudited)                                                                           3

              Consolidated Statement of Stockholders' Equity for the Six Months
                 Ended June 30, 1998 (Unaudited)                                                             4

              Consolidated Statements of Cash Flows for the Six Months
                 Ended June 30, 1997 and 1998 (Unaudited)                                                    5

              Notes to Consolidated Financial Statements (Unaudited)                                         6

Item 2.       Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                                                         8


PART II.  OTHER INFORMATION

Item 1:       Legal Proceedings                                                                             11

Item 4:       Submission of Matters to a Vote of Security Holders                                           11

Item 6:       Exhibits and Reports on Form 8-K                                                              11


SIGNATURE                                                                                                   12
</TABLE>

<PAGE>   3
PART I:        FINANCIAL INFORMATION
ITEM I:        CONSOLIDATED FINANCIAL STATEMENTS

                 MARISA CHRISTINA, INCORPORATED AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                  DECEMBER 31,             JUNE 30,
      ASSETS                                                        1997(1)                  1998
      ------                                                      ------------           ------------

Current assets:
<S>                                                               <C>                    <C>         
      Cash and cash equivalents                                   $  1,007,153           $    727,956
      Accounts receivable, less allowance for doubtful
        accounts of $200,104 in 1997 and $550,490 in 1998            9,174,602              5,679,932
      Inventories                                                   12,006,285             11,486,286
      Prepaid expenses and other current assets                      3,597,237              3,122,916
      Income taxes recoverable                                       3,653,933              3,823,979
                                                                  ------------           ------------

               Total current assets                                 29,439,210             24,841,069

Property and equipment, net                                          3,186,404              2,964,582
Goodwill, less accumulated amortization of $4,615,719
      in 1997 and $5,531,271 in 1998                                31,294,348             30,378,796
Other assets                                                         1,276,819              1,239,754
                                                                  ------------           ------------

               Total assets                                       $ 65,196,781           $ 59,424,201
                                                                  ============           ============

      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
      Loans payable to banks                                      $  6,500,000           $  7,700,000
      Accounts payable                                               7,578,832              4,129,765
      Accrued expenses and other current liabilities                 3,419,528              2,393,142
                                                                  ------------           ------------
               Total current liabilities                            17,498,360             14,222,907

Other liabilities                                                      503,274                503,274
                                                                  ------------           ------------
               Total liabilities                                    18,001,634             14,726,181

Stockholders' equity:
      Preferred stock, $.01 par value; 1,000,000 shares
        authorized, none issued                                           --                     --
      Common stock, $.01 par value; 15,000,000 shares
        authorized, 8,586,769 shares issued and outstanding
        in 1997 and 1998                                                85,868                 85,868
      Additional paid in capital                                    31,653,186             31,653,186
      Accumulated other comprehensive loss                             (57,924)               (57,410)
      Retained earnings                                             18,421,447             16,033,186
      Treasury stock, 402,000 and 427,000 common shares
        in 1997 and 1998 at cost                                    (2,907,430)            (3,016,810)
                                                                  ------------           ------------
               Total stockholders' equity                           47,195,147             44,698,020
                                                                  ------------           ------------
               Total liabilities and stockholders' equity         $ 65,196,781           $ 59,424,201
                                                                  ============           ============
</TABLE>

(1)      Amounts were derived from the audited consolidated balance sheet as of
         December 31, 1997.

See accompanying notes to consolidated financial statements.


                                       2
<PAGE>   4
                 MARISA CHRISTINA, INCORPORATED AND SUBSIDIARIES

         CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

                       FOR THE THREE AND SIX MONTHS ENDED
                             JUNE 30, 1997 AND 1998
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED                       SIX MONTHS ENDED
                                                     JUNE 30,                                JUNE 30,
                                          --------------------------------       ---------------------------------

                                             1997                1998                1997                1998
                                          ------------        ------------        ------------        ------------
<S>                                       <C>                 <C>                 <C>                 <C>         
Net sales                                 $ 19,600,192        $ 13,279,958        $ 45,170,387        $ 33,299,602
Cost of goods sold                          13,600,899          10,143,155          31,121,772          24,414,397
                                          ------------        ------------        ------------        ------------

        Gross profit                         5,999,293           3,136,803          14,048,615           8,885,205

Selling, general and administrative          5,889,458           5,734,335          13,786,525          12,790,643
                                          ------------        ------------        ------------        ------------

        Operating earnings (loss)              109,835          (2,597,532)            262,090          (3,905,438)

Other income, net                              760,245             558,075           1,497,677             876,077

Interest expense, net                          (86,964)           (156,783)           (165,042)           (320,300)
                                          ------------        ------------        ------------        ------------

        Earnings (loss) before
            income tax expense
            (benefit)                          783,116          (2,196,240)          1,594,725          (3,349,661)

Income tax expense (benefit)                   308,886            (630,400)            629,900            (961,400)
                                          ------------        ------------        ------------        ------------

Net earnings (loss)                            474,230          (1,565,840)            964,825          (2,388,261)

Other comprehensive income (loss),
     net of tax - foreign currency
     translation adjustment                       --                (9,431)               --                   514
                                          ------------        ------------        ------------        ------------

        Comprehensive income
            (loss)                        $    474,230        $ (1,575,271)       $    964,825        $ (2,387,747)
                                          ============        ============        ============        ============

Net earnings (loss) per share:
     Basic                                $       0.06        $      (0.19)       $       0.12        $      (0.29)
     Diluted                              $       0.06        $      (0.19)       $       0.12        $      (0.29)
                                          ============        ============        ============        ============
</TABLE>



See accompanying notes to consolidated financial statements.

                                       3
<PAGE>   5
                 MARISA CHRISTINA, INCORPORATED AND SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                     FOR THE SIX MONTHS ENDED JUNE 30, 1998
                                   (UNAUDITED)




<TABLE>
<CAPTION>
                                                                        Accumulated
                                    Common stock          Additional       other
                              --------------------------    paid-in     comprehensive    Retained      Treasury
                                 Shares        Amount       capital        loss          earnings       stock           Total
                              ------------  ------------  ------------  ------------   ------------   ------------   ------------
<S>                              <C>        <C>           <C>           <C>            <C>            <C>            <C>         
Balance at December 31, 1997     8,586,769  $     85,868  $ 31,653,186  $    (57,924)  $ 18,421,447   $ (2,907,430)  $ 47,195,147

Net loss                              --            --            --            --       (2,388,261)          --       (2,388,261)

Other comprehensive
   income                             --            --            --             514           --             --              514

Treasury stock                        --            --            --            --             --         (109,380)      (109,380)


                              ------------  ------------  ------------  ------------   ------------   ------------   ------------

Balance at June 30, 1998         8,586,769  $     85,868  $ 31,653,186  $    (57,410)  $ 16,033,186   $ (3,016,810)  $ 44,698,020
                              ============  ============  ============  ============   ============   ============   ============
</TABLE>





See accompanying notes to consolidated financial statements.

                                       4
<PAGE>   6
                 MARISA CHRISTINA, INCORPORATED AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                 FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1998
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                               1997               1998
                                                                            -----------        -----------

Cash flows from operating activities:
<S>                                                                         <C>                <C>         
     Net earnings (loss)                                                    $   964,825        $(2,388,261)
     Adjustments to reconcile net earnings (loss) to net cash
        provided by (used in) operating activities:
              Depreciation and amortization                                   1,333,858          1,279,240
              Changes in assets and liabilities:
                 Accounts receivable                                          1,476,676          3,494,670
                 Inventories                                                   (287,611)           519,999
                 Prepaid expenses and other current assets                   (1,192,289)           474,321
                 Other assets                                                    94,534             37,065
                 Accounts payable                                              (180,862)        (3,448,553)
                 Accrued expenses and other current liabilities                (516,191)        (1,026,386)
                 Income taxes recoverable                                      (662,652)          (170,046)
                                                                            -----------        -----------

                 Net cash provided by (used in) operating activities          1,030,288         (1,227,951)
                                                                            -----------        -----------

Cash flows from investing activities:
     Acquisitions of property and equipment                                    (544,219)          (141,866)
     Other                                                                     (184,801)              --
                                                                            -----------        -----------

                 Net cash used in investing activities                         (729,020)          (141,866)
                                                                            -----------        -----------

Cash flows from financing activities:
     Borrowings (repayments) under line of credit facilities, net              (200,000)         1,200,000
     Acquisition of treasury stock                                                 --             (109,380)
                                                                            -----------        -----------

                 Net cash  provided by (used in) financing activities          (200,000)         1,090,620
                                                                            -----------        -----------

Net increase (decrease) in cash and cash equivalents                            101,268           (279,197)

Cash and cash equivalents at beginning of period                              1,044,094          1,007,153
                                                                            -----------        -----------

Cash and cash equivalents at end of period                                  $ 1,145,362        $   727,956
                                                                            ===========        ===========

Supplemental information:

Cash paid during the period for:
     Income taxes                                                           $ 1,280,717        $    43,521
                                                                            ===========        ===========

     Interest                                                               $   184,741        $   323,363
                                                                            ===========        ===========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       5
<PAGE>   7
                 MARISA CHRISTINA, INCORPORATED AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1998
                                   (UNAUDITED)


(1)   BASIS OF PRESENTATION AND REORGANIZATION

The accompanying unaudited consolidated financial statements include the
accounts of Marisa Christina, Incorporated (the "Company") and its wholly owned
subsidiaries. Significant intercompany accounts and transactions are eliminated
in consolidation.

The unaudited consolidated financial statements do not include all information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles. For further
information, such as the significant accounting policies followed by the
Company, refer to the notes to the Company's audited consolidated financial
statements.

In the opinion of management, the unaudited consolidated financial statements
include all necessary adjustments (consisting of normal, recurring accruals),
for a fair presentation of the financial position, results of operations and
cash flows for the interim periods presented. The results of operations for the
three months and six months ended June 30, 1997 and 1998 are not necessarily
indicative of the operating results to be expected for a full year.

(2)   REPORTING COMPREHENSIVE INCOME

The Company adopted the provisions of Statement of Financial Accounting
Standards No. 130 (SFAS No. 130), Reporting Comprehensive Income, as of January
1, 1998. SFAS No. 130 requires the reporting and display of comprehensive income
and its components and accumulated comprehensive income in a full set of
financial statements. Comprehensive income represents the Company's change in
equity during the periods presented from transactions and other events and
circumstances from nonowner sources. The impact of adoption was not material.

(3)   INVENTORIES

Inventories at December 31, 1997 and June 30, 1998 consist of the following:

<TABLE>
<CAPTION>
                          1997              1998
                      -----------       -----------
<S>                   <C>               <C>        
Piece goods           $ 2,959,703       $ 3,003,183
Work in process         2,863,727         1,320,800
Finished goods          6,182,855         7,162,303
                      -----------       -----------

                      $12,006,285       $11,486,286
                      ===========       ===========
</TABLE>

                                       6
<PAGE>   8
(4)   CREDIT FACILITIES

The Company has line of credit facilities with two banks, aggregating
$35,000,000, which may be utilized for commercial letters of credit, banker's
acceptances, commercial loans and letters of indemnity.  Borrowings under the
credit facilities are secured by the Company's accounts receivable and imported
inventory and bear interest at the prime rate or LIBOR plus 1% at the Company's
option. As of June 30, 1998, $7,700,000 of borrowings, bearing interest at an
average rate of 6.82%, and $1,209,165 of commercial letters of credit were
outstanding under the credit facilities. The credit facilities expired on June
30, 1998 and have been extended while the Company negotiates new arrangements
with the banks.

(5)   EARNINGS PER SHARE

The Company adopted the provisions of Statement of Financial Accounting
Standards No. 128 Earnings Per Share, as of December 31, 1997, and accordingly,
has restated all prior periods in accordance with the pronouncement. The impact
on adoption was not material. Basic net earnings (loss) per common share is
based on the weighted average number of common shares outstanding which were
8,384,769 and 8,160,602 for the six months ended June 30, 1997 and 1998,
respectively. Diluted earnings (loss) per common share is based on weighted
average number of shares outstanding and dilutive securities outstanding, which
were 8,384,769 and 8,160,602 for the six months ended June 30, 1997 and 1998,
respectively.


                                       7
<PAGE>   9
                 ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

Results for the first half of 1998 were below historical levels. While
Flapdoodles continued its profitability, first half results were adversely
impacted by weaker sales and customer demand at the Marisa Christina (MC) and
Adrienne Vittadini (AVE) divisions as anticipated. Sales for the Cruise and
Spring seasons at both its MC and AVE divisions were disappointing, which
negatively impacted results for the quarter. Management attributes the decline
in operating results primarily to the change in consumer habits and a shift in
the buying patterns of major department stores to favor a smaller number of
suppliers with very large name brands. Sales were also negatively impacted by a
conscious decision to reduce sales to discounters, as well as unfavorable year
to date sales by retailers' comparisons. The Company expects this trend to
continue.

The following table sets forth information with respect to the percentage
relationship to net sales of certain items of the consolidated statements of
earnings of the Company for the three and six month periods ended June 30, 1997
and 1998.

<TABLE>
<CAPTION>
                                                       Three Months                  Six Months
                                                           Ended                        Ended
                                                          June 30,                     June 30,
                                                   ---------------------         ---------------------

                                                    1997           1998           1997           1998
                                                   ------         ------         ------         ------
<S>                                                 <C>            <C>            <C>            <C>   
Net sales                                           100.0%         100.0%         100.0%         100.0%
                                                   ------         ------         ------         ------

Gross profit                                         30.6           23.6           31.1           26.7
Selling, general and administrative expenses         30.1           43.2           30.5           38.4
                                                   ------         ------         ------         ------

Operating earnings (loss)                             0.5          (19.6)           0.6          (11.7)
Other income, net                                     3.9            4.2            3.3            2.6
Interest expense, net                                (0.4)          (1.2)          (0.4)          (1.0)
Income tax expense (benefit)                          1.6           (4.8)           1.4           (2.9)
                                                   ------         ------         ------         ------

Net earnings (loss)                                   2.4%         (11.8)%          2.1%          (7.2)%
                                                   ======         ======         ======         ======
</TABLE>

THREE MONTHS ENDED JUNE 30, 1997 COMPARED TO THREE MONTHS ENDED JUNE 30, 1998

Net sales. Net sales decreased 32.1%, from $19.6 million in 1997 to $13.3
million in 1998. The decrease is attributable primarily to a decline in sales of
the AVE and the MC divisions.

Gross Profit. Gross profit decreased 48.3%, from $6.0 million in 1997 to $3.1
million in 1998 as a result of lower sales and gross margin. As a percentage of
net sales, gross profit decreased from 30.6% in 1997 to 23.6% in 1998. The
decline in the gross profit percentage for the 1998 quarter was attributable
primarily to the impact that certain fixed costs associated with design and
production had on a significantly lower sales volume.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses decreased 3.4%, from $5.9 million in 1997 to $5.7
million in 1998. As a percentage of net sales, selling, general and
administrative expenses increased from 30.1% in 1997 to 43.2% in 1998. The
decrease in dollar amount is primarily attributable to variable expenses related
to lower sales volume and also to the Company's ongoing efforts to reduce
operating expenses. The percentage of net sales increase was attributable to
certain fixed costs on a lower sales volume.



                                       8
<PAGE>   10
Other Income, Net. Other income consists of royalty, licensing and copyright
infringement income. The amount has declined as a result of lower sales by
Adrienne Vittadini licenses.

Interest Expense, Net. Interest expense increased from $87,000 in 1997 to
$157,000 in 1998, principally as the result of higher average outstanding
borrowings.

Income Tax Expense (Benefit). Income tax expense (benefit) changed from $309,000
expense in 1997 to ($630,000) benefit in 1998 as the result of the loss incurred
in 1998. The Company's effective income tax rates for the six months ended June
30, 1997 and 1998 were 39.4% and (28.7%), respectively. The lower effective tax
rate in 1998 is the result of valuation allowances established for operating
losses in certain states.

Net Earnings (Loss). Net earnings (loss) declined from net earnings of $474,000
in 1997 to net loss of ($1,566,000) in 1998 as a result of the aforementioned
items. 

SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1998

Net Sales. Net sales decreased 26.3%, from $45.2 million in 1997 to $33.3
million in 1998. The decrease is attributable primarily to a decline in sales of
the AVE and the MC divisions.

Gross Profit. Gross profit decreased 36.4%, from $14.0 million in 1997 to $8.9
million in 1998 as a result of lower sales and gross margin. As a percentage of
net sales, gross profit decreased from 31.1% in 1997 to 26.7% in 1998. The
decline in the gross profit percentage for the 1998 six months was attributable
primarily to the impact that certain fixed costs associated with design and
production had on lower sales volume.

Selling, General and Administrative Expense. Selling, general and administrative
expenses decreased 7.2%, from $13.8 million in 1997 to $12.8 million in 1998. As
a percentage of net sales of the Company, selling, general and administrative
expenses increased from 30.5% in 1997 to 38.4% in 1998, as a result of the lower
sales volume. The decrease in dollar amount is attributable to variable expenses
related to lower sales volume and also to the Company's ongoing efforts to
reduce operating expenses.

Other Income, Net. Other income consists of royalty, licensing and copyright
infringement income. The amount has declined as a result of lower sales by
Adrienne Vittadini licenses.

Interest Expense Net. Interest expense increased from $165,000 in 1997 to
$320,000 in 1998, principally as the result of higher average outstanding
borrowings.

Income Tax Expense (Benefit). Income tax expense (benefit) changed from $630,000
expense in 1997 to ($961,000) benefit in 1998 as the result of the loss incurred
in 1998. The Company's effective income tax rates for the six months ended June
30, 1997 and 1998 were 39.5% and 28.7%, respectively. The lower effective tax
rate in 1998 is the result of valuation allowances established for operating
losses in certain states.

Net Earnings (Loss). Net earnings (loss) declined from net earnings of $965,000
in 1997 to net loss of ($2,388,000) in 1998 as a result of the aforementioned
items.
    



                                       9
<PAGE>   11
SEASONALITY

The Company's business is seasonal, with a substantial portion of its revenues
and earnings occruing during the second half of the year as a result of 
Back-to-School, Fall and Holiday selling seasons. This is due to both a larger
volume of unit sales in these seasons and traditionally higher prices for these
garments, which generally require more costly materials than the Spring/Summer
and Resort seasons. Merchandise from Back-to-School and Fall collections, the
Company's largest selling seasons and Holiday, the Company's next largest
season, are shipped in the last two fiscal quarters. Merchandise for Resort,
Spring/Summer and Early Fall, the Company's lower volume seasons, is shipped
primarily in the first two quarters. In addition, prices of products in the
Resort, Spring/Summer and Early Fall collections average 5 to 10% lower than in
other selling seasons.                                                         


LIQUIDITY AND CAPITAL RESOURCES

The Company has a line of credit facilities with two banks, aggregating
$35,000,000, which may be utilized for commercial letters of credit, banker's
acceptances, commercial loans and letters of indemnity. Borrowings under the
credit facilities are secured by the Company's accounts receivable and imported
inventory and bear interest at the prime rate or LIBOR plus 1% at the Company's
option. As of June 30, 1998, $7,700,000 of borrowings and $1,209,165 of
commercial letters of credit were outstanding under the credit facilities. 
The credit facilities expired on June 30, 1998 and have been extended while the
Company negotiates new arrangements with the banks.

During 1998, the Company has planned capital expenditures of approximately
$500,000, primarily to upgrade computer systems and open new outlet stores.
These capital expenditures will be funded by internally generated funds and, if
necessary, bank borrowings under the Company's line of credit facilities. 
Capital expenditures during the six months ended June 30, 1998 were
approximately $142,000.

The Company believes that funds generated by operations, if any, and the
expected renegotiated line of credit facilities will provide financial 
resources sufficient to meet all of its working capital and letter of credit
requirements for at least the next twelve months.


EXCHANGE RATES

Although it is Company's policy to contract for the purchase of imported
merchandise in United States dollars, reductions in the value of the dollar
could result in the Company paying higher prices for its products. During the 
last three fiscal years, however, currency fluctuations have not had an impact
on the Company's cost of merchandise. The Company does not engage in hedging
activities with respect to such exchange rate risk.


IMPACT OF INFLATION

The Company has historically been able to adjust prices, and therefore,
inflation has not had, nor is it expected to have, a significant effect on the
operations of the Company.




                                       10
<PAGE>   12
YEAR 2000

In 1997, the Company developed a plan to deal with the Year 2000 problem and
began converting its computer systems to be Year 2000 compliant. The plan
provides for the conversion efforts to be completed by the end of 1999. The Year
2000 problem is the result of computer programs being written using two digits
rather than four to define the applicable year. The total cost of the project is
estimated to be $100,000 and is being funded through operating cash flows. The
Company will be expensing all costs associated with these system changes as the
costs are incurred. In 1998, the Company has initiated communications with
suppliers and customers to determine the extent to which the Company may be
vulnerable to such parties' failure to remediate their own Year 2000 issue.


FORWARD LOOKING INFORMATION

Except for historical information contained herein, the statements in this form
are forward looking statements that are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Forward
looking statements involve known and unknown risks and uncertainties which may
cause the Company's actual results in future periods to differ materially from
forecasted results. Those risks included, among others, risks associated with
the success of future advertising and marketing programs, the receipt and timing
of future customer orders, price pressures and other competitive factors and a
softening of retailer or consumer acceptance of the Company's products leading
to a decrease in the Company's filings with the Securities and Exchange
Commission (SEC), copies of which are available from the SEC or may be obtained
upon request from the Company.





                                       11
<PAGE>   13
PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

There are no legal proceedings required to be disclosed in response to Item 103
of Regulation S-K.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The following are the results of the balloting at the Registrant's Annual
Meeting of Stockholders' held on May 20, 1998:

         a.       Michael H. Lerner, Marc Ham, Adrienne Vittadini, Gianluigi
                  Vittadini, G. Michael Dees, Christine M. Carlucci, S.E. Melvin
                  Hecht, Zachary Solomon, Robert Davidoff, Lawrence D.
                  Glaubinger, Brett J. Meyer, Barry S. Rosenstein and David W.
                  Zalaznick were elected to serve as directors of the Company
                  for a one-year term.

                  Mrs. Carlucci and Messr. Meyer, Ham, Rosenstein, Hecht and
                  Solomon received 5,625,798 votes for and 15,488 votes
                  against; Mr. Lerner received 5,623,298 votes for and 17,988
                  votes against; Messr. Glaubinger, Davidoff and Zalaznick
                  received 5,622,298 votes for and 18,988 votes against; Mr.
                  Dees received 5,530,914 votes for and 110,372 votes against;
                  Mr. Vittadini received 5,518,846 votes for and 110,372 votes
                  against and Mrs. Vittadini received 5,437,362 votes for and 
                  203,924 votes against.
                 
         b.       The proposal to reappoint KPMG Peat Marwick LLP as the
                  Company's independent auditors was adopted.

                  5,637,786 votes were cast in favor of KPMG Peat Marwick LLP,
                  1,500 votes against and 2,000 abstained.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

Exhibit 27.  Financial Data Schedules

Exhibit 28.  Press release dated August 12, 1998

Reports on Form 8-K - no reports on Form 8-K were filed during the quarter ended
June 30, 1998.




                                       12
<PAGE>   14
                                    SIGNATURE





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.


Date:                        /s/   S. E. Melvin Hecht
                                      S. E. Melvin Hecht
                                      Chief Financial Officer and Treasurer




                                       13

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS RESTATED SUMMARY FINANCIAL INFORMATION FOR MARISA
CHRISTINA, INCORPORATED'S CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS OF
JUNE 30, 1998 AND THE CONSOLIDATED STATEMENT OF OPERATIONS FOR THE SIX MONTHS
THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE COMPANY'S FORM
10-Q FOR THE SIX MONTHS ENDED JUNE 30, 1998.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               JUN-30-1998
<CASH>                                         727,956
<SECURITIES>                                         0
<RECEIVABLES>                                6,230,422
<ALLOWANCES>                                 (550,490)
<INVENTORY>                                 11,486,286
<CURRENT-ASSETS>                            24,841,069
<PP&E>                                       2,964,582
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              59,424,201
<CURRENT-LIABILITIES>                       14,222,907
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        85,868
<OTHER-SE>                                  44,612,152
<TOTAL-LIABILITY-AND-EQUITY>                59,424,201
<SALES>                                              0
<TOTAL-REVENUES>                            33,299,602
<CGS>                                       24,414,397
<TOTAL-COSTS>                               24,414,397
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                             (490,000)
<INTEREST-EXPENSE>                           (320,300)
<INCOME-PRETAX>                            (3,349,661)
<INCOME-TAX>                                 (961,400)
<INCOME-CONTINUING>                        (2,388,261)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                         0
<EPS-PRIMARY>                                   (0.29)<F1>
<EPS-DILUTED>                                   (0.29)
<FN>
<F1>AMOUNT REPORTED IS ACTUALLY EPS-BASIC
</FN>
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS RESTATED SUMMARY FINANCIAL INFORMATION FOR MARISA
CHRISTINA, INCORPORATED'S CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 1997 AND THE
CONSOLIDATED STATEMENT OF OPERATIONS FOR THE SIX MONTHS THEN ENDED AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE COMPANY'S FORM 10-Q FOR THE SIX
MONTHS ENDED JUNE 30, 1997, WHICH HAS BEEN RESTATED TO REFLECT THE COMPANY'S
ADOPTION OF STATEMENT OF FINANCIAL POSITION (SFAS) NO. 128 EARNINGS PER SHARE.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                       1,145,362
<SECURITIES>                                         0
<RECEIVABLES>                               13,728,820
<ALLOWANCES>                                 (157,866)
<INVENTORY>                                 10,384,734
<CURRENT-ASSETS>                            29,438,022
<PP&E>                                       5,804,825
<DEPRECIATION>                             (3,024,570)
<TOTAL-ASSETS>                              65,605,053
<CURRENT-LIABILITIES>                       10,147,441
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        85,868
<OTHER-SE>                                  55,093,744
<TOTAL-LIABILITY-AND-EQUITY>                65,605,053
<SALES>                                     45,170,387
<TOTAL-REVENUES>                            45,170,387
<CGS>                                     (31,121,772)
<TOTAL-COSTS>                             (13,987,370)
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                             (200,845)
<INTEREST-EXPENSE>                           (184,741)
<INCOME-PRETAX>                              1,594,725
<INCOME-TAX>                                 (629,900)
<INCOME-CONTINUING>                            964,825
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   964,825
<EPS-PRIMARY>                                     0.12<F1>
<EPS-DILUTED>                                     0.12
<FN>
<F1>AMOUNT REPORTED IS ACTUALLY EPS-BASIC.
</FN>
        

</TABLE>

<PAGE>   1
                                  NEWS RELEASE


                Marisa Christina Reports Second Quarter Results

     NEW YORK, Aug. 12 / PRNewswire / -- Marisa Christina, Incorporated (Nasdaq:
MRSA) today reported results for its second quarter and first half ended June
30, 1998. The second quarter 1998 results are in line with expectations.

     Net sales were $13.3 million compared with $19.6 million in the second
quarter of 1997. The net loss for the 1998 second quarter was $1.6 million, or
$0.19 per diluted share, compared with net income of $474,230, or $0.06 per
diluted share, in the year ago quarter.

     For the first six months of 1998, net sales were $33.3 million compared
with $45.2 million in the 1997 first half. The net loss was $2.4 million, or
$0.29 per diluted share, compared with net income of $965,000, or $0.12 per
diluted share, in the same period of 1997.

     Michael Lerner, Chairman and Chief Executive Officer, commented: "We
finished the first half of the year where we expected. The reception to our
products at both retail and wholesale is improving, as we continue to strengthen
the price-value relationship. We feel we are on track to reach our sales volume
target for full year 1998 of approximately $80 million."

     Marisa Christina, Inc. designs, manufactures, sources and markets a broad
line of high quality "better" and "bridge" clothing for women and children. The
Marisa Christina label includes sweaters characterized by classic, timeless
styling and unique details. Flapdoodles apparel consists of casual children's
and infant's sportswear, swimwear, and outerwear featuring vibrant colors,
all-natural fabrics and unique patterns. The Adrienne Vittadini line includes
women's knit-oriented casual coordinates and licensed products characterized by
distinctive and elegant designer styling.

     Except for historical information contained herein, the statements in this
release are forward-looking statements that are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve known and unknown risks and uncertainties
which may cause the Company's actual results in future periods to differ
materially from forecasted results. Those risks include, among others, risks
associated with the success of future advertising and marketing programs, the
receipt and timing of future customer orders, price pressures and other
competitive factors and a softening of retailer or consumer acceptance of the
Company's products leading to a decrease in anticipated revenues and gross
profit margins. Those and other risks are described in the Company's filings
with the Securities and Exchange Commission (SEC), copies of which are available
from the SEC or may be obtained upon request from the Company.

                                     (more)


                           [MORGEN-WALKE LETTERHEAD]



<PAGE>   2
                                      -2-


                MARISA CHRISTINA, INCORPORATED AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF EARNINGS
                            AND COMPREHENSIVE INCOME
                         FOR THREE AND SIX MONTHS ENDED
                             JUNE 30, 1998 AND 1997
                                  (UNAUDITED)

                    (In thousands, except per share amounts)


<TABLE>
<CAPTION>

                                              Three Months Ended         Six Months Ended
                                                   June 30,                  June 30,
                                              1998          1997         1998        1997
<S>                                          <C>         <C>            <C>         <C>

Net Sales                                    $13,280     $19,600        $33,300     $45,170

Cost of goods sold                            10,143      13,601         24,415      31,121

Gross profit                                   3,137       5,999          8,885      14,049

Selling, general and
 administrative expenses                       5,734       5,889         12,791      13,787

Operating earnings
 (loss)                                       (2,597)        110         (3,906)        262

Other income, net                                558         760            876       1,498

Interest expense, net                           (157)        (87)          (320)       (165)

Earnings (loss) before
 income tax expense
 (benefit)                                    (2,196)        783         (3,350)      1,595

Income tax expense
 (benefit)                                      (630)        309           (962)        630

Net earnings (loss)                          $(1,566)       $474        $(2,388)       $965

Net earnings (loss)
 Per share:
 Basic                                        $(0.19)      $0.06         $(0.29)      $0.12
 Diluted                                      $(0.19)      $0.06         $(0.29)      $0.12
Weighted average
 shares outstanding                            8,160       8,385          8,161       8,385

</TABLE>

SOURCE   Marisa Christina, Incorporated 
    -0-                              08/12/98

     /CONTACT: Michael Lerner, Chairman and Chief Executive Officer, or
Melvin Hecht, Chief Financial Officer, 212-221-5770, of Marisa Christina;
June  Filingeri or Eric Boyriven of Morgen-Walke Associates, 212-850-5600, for
Marisa Christina/
  (MRSA)


                                      -30-


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