<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark one)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended September 30, 1996.
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: 0-24636
THE SIRENA APPAREL GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-2998726
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10333 VACCO STREET
SOUTH EL MONTE, CALIFORNIA 91733
(Address of principal executive offices)
Registrant's telephone number, including area code: (818)442-6680
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.
[X] Yes [ ] No
Number of shares of Common Stock of the registrant outstanding as of October
25, 1996: 4,649,230
This Form 10-Q contains 12 pages
Exhibit index appears on page 11
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FORM 10-Q
INDEX
PART I - FINANCIAL INFORMATION PAGE
Item 1. Financial Statements (unaudited)
Balance Sheets 2
September 30, 1996 and June 30, 1996
Statements of Operations 4
Three months ended September 30, 1996 and 1995
Statements of Cash Flows 5
Three months ended September 30, 1996 and 1995
Notes to Financial Statements 6
September 30, 1996
Item 2. Management's Discussion and Analysis of 8
Financial Condition and Results of Operations
PART II - OTHER INFORMATION
Items 1-6 Exhibits and Reports on Form 8-K 11
Signatures 12
1
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
THE SIRENA APPAREL GROUP, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, June 30,
1996 1996
(unaudited)
----------- ----------
<S> <C> <C>
ASSETS
Current assets
Cash $ 35,000 $ 18,000
Accounts receivable, net of
allowance of $1,505,000
(September 30, 1996) and
$2,291,000(June 30, 1996)
(Note 2) 3,280,000 4,938,000
Inventories (Note 3) 9,110,000 7,713,000
Other prepaid and current assets 1,494,000 1,089,000
---------- ----------
Total current assets 13,919,000 13,758,000
Equipment and leasehold improve-
ments:
Furniture, fixtures and equipment 3,206,000 3,110,000
Leasehold improvements 814,000 814,000
---------- ----------
4,020,000 3,924,000
Less accumulated depreciation
and amortization ( 2,872,000) ( 2,788,000)
---------- ----------
1,148,000 1,136,000
Equipment under capital lease,
less accumulated amortization
of $95,000 (September 30, 1996)
and $87,000 (June 30, 1996) 73,000 81,000
Intangible assets, less accumu-
lated amortization of $881,000
(September 30, 1996) and $849,000
(June 30, 1996) 3,559,000 3,590,000
Deposits 112,000 113,000
---------- ----------
Total assets $18,811,000 $18,678,000
========== ==========
</TABLE>
See accompanying notes.
2
<PAGE> 4
<TABLE>
<CAPTION>
September 30,
1996 June 30,
(unaudited) 1996
------------ ------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS'
EQUITY
Current liabilities
Bank overdraft $ 758,000 $ 336,000
Due to factor 3,091,000 --
Accounts payable 1,694,000 2,666,000
Accrued liabilities 661,000 820,000
Current portion of capital
lease obligations 38,000 36,000
----------- -----------
Total current liabilities 6,242,000 3,858,000
Capital lease obligations,
less current portion 42,000 50,000
Stockholders' equity
Common Stock,$.01 par value
Authorized, 20,000,000 shares
Issued and outstanding,
4,649,230 shares 46,000 46,000
Additional paid-in capital 32,425,000 32,425,000
Accumulated deficit (19,944,000) (17,701,000)
----------- ------------
Total stockholders' equity 12,527,000 14,770,000
----------- ------------
Total liabilities and stock-
holders' equity $18,811,000 $ 18,678,000
=========== ============
</TABLE>
See accompanying notes
3
<PAGE> 5
THE SIRENA APPAREL GROUP, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
------------------
September 30, September 30,
1996 1995
------------- -------------
<S> <C> <C>
Net sales $ 2,185,000 $ 3,100,000
Cost of goods sold 2,131,000 2,094,000
---------- ----------
Gross profit 54,000 1,006,000
Selling, general and
administrative expenses 2,086,000 2,178,000
Depreciation and amortization 69,000 63,000
---------- ----------
Total operating expenses 2,155,000 2,241,000
---------- ----------
Loss from operations (2,101,000) (1,235,000)
Interest expense (142,000) (174,000)
---------- ----------
Loss before provision
for income taxes (2,243,000) (1,409,000)
Credit for income
taxes (Note 4) -- 493,000
---------- ----------
Net loss $(2,243,000) $( 916,000)
========== ==========
Net (loss) per share $ (0.48) $ (0.29)
========== ==========
Weighted average number
of common shares
outstanding 4,649,230 3,143,971
========== ==========
</TABLE>
See accompanying notes.
4
<PAGE> 6
THE SIRENA APPAREL GROUP, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
------------------
September 30, September 30,
1996 1995
-------------- --------------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss $ (2,243,000) $ (916,000)
Adjustments to reconcile
net loss to net
cash used in
operating activities:
Depreciation and amortization 115,000 82,000
Changes in operating
assets and liabilities:
Accounts receivable 1,658,000 418,000
Inventories (1,397,000) (4,741,000)
Prepaids and other assets (405,000) (1,268,000)
Accounts payable (972,000) 2,947,000
Accrued liabilities (156,000) (719,000)
------------ -----------
Net cash (used in) operat-
ing activities (3,400,000) (4,197,000)
INVESTING ACTIVITIES
Purchases of property,
plant and equipment (96,000) (208,000)
------------ -----------
Net cash used in investing
activities (96,000) (208,000)
FINANCING ACTIVITIES
Short term advances 3,091,000 4,157,000
Deferred offering costs -- (200,000)
Increase in bank
overdraft 422,000 398,000
------------ -----------
Net cash provided by
financing activities 3,513,000 4,355,000
------------ -----------
Increase/(Decrease) in cash 17,000 (50,000)
Cash at beginning of period 18,000 59,000
------------ -----------
Cash at end of period $ 35,000 $ 9,000
============ ===========
</TABLE>
See accompanying notes.
5
<PAGE> 7
THE SIRENA APPAREL GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. 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, all adjustments (consisting of normal recurring
accruals)considered necessary for a fair presentation have been
included. Operating results for the three months ended September 30,
1996 are not necessarily indicative of the results that may be
expected for the year ending June 30, 1997. For further information,
refer to the financial statements and footnotes thereto included in
the Company's Annual Report on Form 10-K for the year ended June 30,
1996.
2. ACCOUNTS RECEIVABLE
On September 15, 1995, the Company amended its advance factoring
agreement. Under the terms of the amended agreement, the Company will
receive advances up to 80% of uncollected receivables. In addition,
the Company may draw short-term advances up to 50% of eligible
inventory, as defined, and may also borrow seasonal over-advances from
September 1 to May 31 each year up to a maximum of $3.0 million during
December. Interest at the prime rate plus 0.75%, 2.0% and 2.0% is to
be charged on factor advances, inventory advances and seasonal
advances, respectively. Aggregate obligations under the agreement
cannot exceed $26.0 million. The agreement has an amended term of two
years and includes certain financial covenants, including restrictions
on the payment of cash dividends.
3. INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
September 30, June 30,
1996 1996
------------- ------------
<S> <C> <C>
Raw materials $4,125,000 $3,917,000
Work-in-process 1,617,000 450,000
Finished goods 3,368,000 3,346,000
---------- ----------
Total $9,110,000 $7,713,000
========== ==========
</TABLE>
6
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4. INCOME TAXES
No provision for income taxes for the three months ended September 30,
1996 has been recorded as the Company does not expect to have taxable
income due to the reversal of certain timing differences.
7
<PAGE> 9
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Item 2. Results of Operations
Net Sales. Net sales decreased to $2,185,000 for the first quarter ended
September 30, 1996 from $3,100,000 in the comparable period last year, a
decrease of 29.5%. The decrease in net sales consisted of (i) a 42.8% decrease
in the revenue of the Branded Swimwear division, due primarily to not producing
promotional programs for discounters as had been the case in the prior year,
(ii) a 14.3% decrease in the revenue of the Resortwear division, due primarily
to later shipment of new season merchandise, and (iii) an 8% decrease in the
revenue of the Private Label division primarily due to a shift in demand for
early season goods into the second fiscal quarter.
Gross Profit. Gross profit decreased to $54,000 for the first quarter ended
September 30, 1996 from $1,006,000 in the comparable period last year, a
decrease of 94.6%, resulting from the decrease in net sales and gross profit
margin. The decrease in gross profit margin was primarily due to (i) an
increase in the sale of close-out merchandise which generated no gross profit,
and (ii) unfavorable manufacturing variances resulting from lower levels of
production.
Selling, General, and Administrative Expenses. Selling, general, and
administrative expenses decreased to $2,155,000 (98.6% of net sales) for the
first quarter ended September 30, 1996 from $2,241,000 (72.3% of net sales) in
the comparable period last year. The decrease in such expenses was due to the
emerging impact of a cost reduction program implemented at the start of the
fiscal year.
Interest Expense. Interest expense decreased to $142,000 for the first
quarter ended September 30, 1996 from $174,000 in the comparable period last
year. The decrease in expense results from lower borrowing levels resulting
from equity raised in the secondary offering in November 1995.
Net Loss. Net loss increased to $2,243,000, $0.48 per common share, for the
first quarter ended September 30, 1996, from a net loss of $916,000, $0.29 per
common share, for the comparable period last year. The increase in the net
loss is due to (i) no income tax benefit recorded in the first quarter of
fiscal 1997, compared to a 35% benefit recorded in the first quarter of fiscal
1996, (ii) the decrease in net sales, (iii) the decrease in gross profit,
partially offset by lower selling, general, and administrative expenses, and
interest expense.
8
<PAGE> 10
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities for the first quarter ended September 30,
1996 was $3,400,000 compared to $4,197,000 for the comparable period last year.
At September 30, 1996, working capital was approximately $7,677,000, compared
to approximately $4,867,000 at September 30, 1995.
Inventory decreased to $9,110,000 at September 30, 1996 from $10,712,000 at
September 30, 1995, a decrease of 15.0%, due to a production schedule aimed at
maximizing inventory turnover by producing inventory closer to demand, and
higher inventory reserves.
The Company has entered into an accounts receivable, inventory, seasonal
overadvance and factoring services arrangement, which was amended as of
September 15, 1995, with Heller Financial, Inc. ("Heller") pursuant to which
the Company sells to Heller all of the Company's accounts receivable at their
net invoice price less a commission of 0.675% , up to $75 million in gross
sales and 0.575% thereafter, with no minimum or ancillary fees. Advances are
made without recourse for the financial inability of the customer to pay with
respect to all accounts receivable approved by Heller. The Company bears the
entire risk of non-approved receivables and accounts receivable returned by the
factor to the Company. Prior to Heller's payment, the Company may draw
short-term advances from Heller up to 80% of the uncollected receivables, which
advances bear interest at an annual rate of 3/4% over the prime rate
established from time to time by Bank of America (8 1/4% at October 31, 1996).
Heller collects such advances and interest by offsetting against amounts due to
the Company upon the collection of factored receivables. In addition, the
Company may draw short-term advances from Heller of (i) up to 50% of eligible
inventory which is current season inventory and (ii) up to 40% prior to October
31, and up to 25% during the period between November 1 and June 30, in each
case of eligible inventory which is not current season inventory, less such
reserves as Heller elects to establish.
The Company's short-term advances are limited to a maximum of $6,000,000 or
$1,000,000 in excess of the Company's projected short-term advance
requirements, whichever is less. The Company may also borrow seasonal
overadvances of up to $1,000,000 from September 1 to September 30, $2,000,000
from October 1 to October 31, $2,500,000 from November 1 to November 30,
$3,000,000 from December 1 to January 31, $2,500,000 from February 1 to
February 28, $1,500,000 from March 1 to March 31 and $500,000 from April 1 to
May 31 of each year. The inventory advances and the overadvances bear interest
at an annual rate of 2% over the prime rate established from time to time by
Bank of America. Finally,
9
<PAGE> 11
the Company may request Heller to issue guarantees for the Company's purchase
of raw materials for up to $575,000 at any one time. Under the Company's
agreement with Heller, the maximum credit available to the Company at any time
is limited to $26 million. The Company's agreement with Heller has a term
expiring on August 19, 1997, after which time either party may terminate upon
60 days written notice. The Company's obligations to Heller are secured by the
Company's accounts receivable, inventory, general intangibles, other than
trademarks or trade names, and cash deposit accounts.
This Company has no material commitments for capital expenditures.
10
<PAGE> 12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. None
-----------------
Item 2. Changes in Securities. None
---------------------
Item 3. Defaults Upon Senior Securities. None
-------------------------------
Item 4. Submission of Matters to a Vote of Security Holders. None
---------------------------------------------------
Item 5. Other information. None
Item 6. Exhibits and Reports on Form 8-K.
3.1--Restated Articles of Incorporation of the Registrant,
filed as Exhibit 3.1 to The Sirena Apparel Group,
Inc.'s Registration Statement on Form S-1
(Registration No. 33-80268) and incorporated herein
by reference.
3.2--Bylaws of the Registrant, filed as Exhibit 3.2 to The
Sirena Apparel Group, Inc.'s Registration Statement
on Form S-1 (Registration No. 33-80268) and
incorporated herein by reference.
11
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE SIRENA APPAREL GROUP, INC.
Date: November 7, 1996 By /S/HENRY R. MANDELL
---------------- ----------------------------------------
Henry R. Mandell
Executive Vice President,
Chief Financial Officer
(Duly Authorized Officer and
Principal financial and Chief
Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 35,000
<SECURITIES> 0
<RECEIVABLES> 4,785,000
<ALLOWANCES> (1,505,000)
<INVENTORY> 9,110,000
<CURRENT-ASSETS> 13,919,000
<PP&E> 4,020,000
<DEPRECIATION> (2,872,000)
<TOTAL-ASSETS> 18,811,000
<CURRENT-LIABILITIES> 6,242,000
<BONDS> 0
0
0
<COMMON> 46,000
<OTHER-SE> 12,527,000
<TOTAL-LIABILITY-AND-EQUITY> 18,811,000
<SALES> 2,185,000
<TOTAL-REVENUES> 2,185,000
<CGS> 2,131,000
<TOTAL-COSTS> 2,155,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 142,000
<INCOME-PRETAX> (2,243,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,243,000)
<EPS-PRIMARY> $(.48)
<EPS-DILUTED> $(.48)
</TABLE>
