JENNA LANE INC
10-Q, 1998-02-13
WOMEN'S, MISSES', CHILDREN'S & INFANTS' UNDERGARMENTS
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                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
(Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

         For the Quarterly Period Ended: December 31, 1997

                                       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: 333-11979

                                JENNA LANE, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                      22-3351399
- - --------------------------------        ---------------------------------------
(State or other jurisdiction of         (I.R.S. Employer Identification Number)
incorporation or organization)

                            1407 Broadway, Suite 2004
                            New York, New York 10018
                    ----------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (212) 704-0002
                  ---------------------------------------------
              (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

As of February 10, 1998,  there were  4,290,000  shares of  registrant's  Common
Stock, par value $.01 per share, outstanding.


<PAGE>



                         PART I - FINANCIAL INFORMATION

<TABLE>
                                                                                                        Page of
Item 1.  Financial Statements.                                                                         Form 10-Q
                                                                                                       ----------
<S>                                                                                                    <C>
Balance Sheets as of December 31, 1997(unaudited) and March 31, 1997                                      3

Statements of Operations for the three and nine months ended
          December 31, 1997 and 1996 (unaudited)                                                          4

Statements of Cash Flows for the three and nine months ended
         December 31, 1997 and 1996 (unaudited)                                                           5

Notes to Financial Statements for the nine months ended December 31, 1997 and 1996                        6,7


Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations.           8-10

- - -----------------------------------------------------------------------------------------------
</TABLE>

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

<PAGE>
Part I. - Financial Information

Item 1. Financial Statements

                                               JENNA LANE, INC.

                                                BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                               December 31,          March 31,
                                                    ASSETS                         1997                1997
                                                                              -------------        -------------
                                                                               (Unaudited)
<S>                                                                            <C>                 <C>   
Current Assets:
    Cash                                                                       $     7,433         $   548,319
    Due from factors                                                             3,684,392           4,954,462
    Inventories                                                                  5,376,361           3,632,913
    Prepaid income taxes                                                            --                 182,989
    Prepaid expenses and other                                                     334,245             353,446
    Deferred income taxes                                                           36,000              26,000
                                                                               -----------         -----------
        Total Current Assets                                                     9,438,431           9,698,129

Property and Equipment, net                                                        449,606             242,804

Other Assets                                                                       317,080              93,909
                                                                               -----------         -----------
                                                                               $10,205,117         $10,034,842
                                                                               ===========         ===========

                                       LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
    Accounts payable                                                           $ 2,050,316         $ 2,204,555
    Accrued liabilities                                                            216,802             287,823
    Income taxes payable                                                           125,676                -
    Current maturities of long-term debt                                            14,114              13,897
                                                                               -----------         -----------
        Total Current Liabilities                                                2,406,908           2,506,275
                                                                               -----------         -----------

Long-Term Debt                                                                       6,333              16,797
                                                                               -----------         -----------

Deferred Income Taxes                                                               33,000              50,000
                                                                               -----------         -----------

Shareholders' Equity:
    Common stock, $.01 par value; 18,000,000 shares
      authorized; issued and outstanding, 4,290,000 shares                          42,900              42,900
    Capital in excess of par value                                               7,063,733           7,063,733
    Unearned compensation, performance shares                                      (15,907)            (63,626)
    Retained earnings                                                              668,150             418,763
                                                                               -----------         -----------

        Total Shareholders' Equity                                               7,758,876           7,461,770
                                                                               -----------         -----------
                                                                               $10,205,117         $10,034,842
                                                                               ===========         ===========

</TABLE>

                                  See notes to unaudited financial statements.

                                                     - 3 -


<PAGE>
                                               JENNA LANE, INC.

                                           STATEMENTS OF OPERATIONS
                                                 (Unaudited)



<TABLE>
<CAPTION>

                                                         Three Months Ended             Nine Months Ended
                                                            December 31,                   December 31,
                                                      ------------------------       ------------------------
                                                         1997         1996              1997         1996
                                                      -----------  -----------       -----------  -----------
<S>                                                   <C>          <C>               <C>          <C>
Net Sales                                             $7,723,861   $7,363,213        $30,753,741  $25,595,708

Cost of Sales                                          6,474,112    6,069,461         25,081,214   20,986,787
                                                      ----------   ----------        -----------  -----------

     Gross Profit                                      1,249,749    1,293,752          5,672,527    4,608,921
                                                      ----------   ----------        -----------  -----------
Operating Expenses:
   Selling, general and administrative                 1,549,934    1,185,223          4,539,215    3,495,016
   Factoring charges and interest                        148,389      226,615            515,553      822,517
                                                      ----------   ----------        -----------  -----------

     Total Operating Expenses                          1,698,323    1,411,838          5,054,768    4,317,533
                                                      ----------   ----------        -----------  -----------

     Operating (Loss) Income                            (448,574)    (118,086)           617,759      291,388
                                                      ----------   ----------        -----------  -----------

Other Expenses:
   Provision for credit loss                               7,800       --                156,300        --
   Interest expense - promissory notes                      --         43,750               --        103,125
   Amortization of deferred financing costs                 --         13,455               --         21,486
                                                      ----------   ----------        -----------  -----------

     Total Other Expenses                                  7,800       57,205            156,300      124,611
                                                      ----------   ----------        -----------  -----------

     (Loss) Income Before Income Taxes                  (456,374)    (175,291)           461,459      166,777

(Credit) Provision for Income Taxes                     (170,000)    (102,329)           212,072       49,671
                                                      ----------   ----------        -----------  -----------

     Net (Loss) Income                                  (286,374)     (72,962)           249,387      117,106

Preferred Dividends                                         --         25,000               --         75,000
                                                      ----------   ----------        -----------  -----------

     Net (Loss) Income Applicable to
        Common Shares                                 $ (286,374)  $  (97,962)       $   249,387  $    42,106
                                                      ==========   ==========        ===========  ===========

Net (Loss) Income Per Common and
   Common Equivalent Share    - Basic                 $    (0.07)  $    (0.05)       $      0.06  $      0.02
                                                      ==========   ==========        ===========  ===========

                              - Diluted               $    (0.07)  $    (0.05)       $      0.05  $      0.02
                                                      ==========   ==========        ===========  ===========

</TABLE>

                                    See notes to unaudited financial statements.

                                                      - 4 -

<PAGE>

                                            JENNA LANE, INC.

                                        STATEMENTS OF CASH FLOWS
                                              (Unaudited)

<TABLE>
<CAPTION>


                                                                Three Months Ended             Nine Months Ended
                                                                   December 31,                   December 31,
                                                             ------------------------       ------------------------
                                                                1997         1996              1997         1996
                                                             -----------  -----------       -----------  -----------
<S>                                                          <C>          <C>               <C>          <C>
Operating Activities:
   Net (loss) income                                         $  (286,374) $   (72,962)      $   249,387  $   117,106
   Adjustments to reconcile net (loss) income to net cash
      provided by (used in) operating activities:
        Depreciation and amortization                             39,548       43,606           117,349       99,565
        Deferred income taxes                                    (12,000)       8,000           (27,000)      19,000
        Amortization of debt discount                               --         18,750              --         46,875
        Other                                                        743         --                 743         --
        Changes in assets and liabilities:
          Due from factor                                      2,109,522      658,156         1,270,070    1,526,353
          Inventories                                         (1,588,743)    (440,074)       (1,743,448)    (446,596)
          Prepaid expenses and other                             (22,582)     (67,957)           19,201      (57,654)
          Income taxes                                          (188,335)    (121,217)          308,665     (357,989)
          Accounts payable and accrued liabilities                (7,942)      71,771          (225,260)    (905,047)
                                                             -----------  -----------       -----------  -----------

        Net Cash Provided By (Used In) Operating Activities       43,837       98,073           (30,293)      41,613
                                                             -----------  -----------       -----------  -----------
Investing Activities:
   Capital expenditures                                          (41,705)     (22,125)         (275,699)    (135,026)
   Security deposits and other                                      --           --             (13,914)     (50,153)
   Issuance of notes receivable                                  (11,000)        --            (285,030)        --
   Repayment of notes receivable                                  18,830         --              74,297         --
                                                             -----------  -----------       -----------  -----------

        Net Cash Used In Investing Activities                    (33,875)     (22,125)         (500,346)    (185,179)
                                                             -----------  -----------       -----------  -----------
Financing Activities:
   Proceeds from issuance of units                                  --           --                --        500,000
   Principal payments on equipment notes payable                  (3,529)      (2,767)          (10,247)      (4,892)
   Repurchase of performance shares                                 --           --                --           (300)
   Dividends paid                                                   --        (25,000)             --       (150,000)
   Deferred financing costs                                         --        (35,618)             --       (182,386)
                                                             -----------  -----------       -----------  -----------
        Net Cash (Used In) Provided By Financing
          Activities                                              (3,529)     (63,385)          (10,247)     162,422
                                                             -----------  -----------       -----------  -----------

        Net Increase (Decrease) In Cash                            6,433       12,563          (540,886)      18,856 

Cash at beginning                                                  1,000        7,543           548,319        1,250
                                                             -----------  -----------       -----------  -----------

        Cash at end                                          $     7,433  $    20,106       $     7,433  $    20,106
                                                             ===========  ===========       ===========  ===========
Supplemental Disclosures of Cash Flow Information:
   Interest paid                                             $    68,940  $   119,151       $   202,025  $   419,257
                                                             ===========  ===========       ===========  ===========

   Income taxes paid                                         $    30,335  $    13,246       $    30,335  $   391,018
                                                             ===========  ===========       ===========  ===========
Noncash Transactions:
   Issuance of performance shares                            $      --           --         $      --         77,220
                                                             ===========  ===========       ===========  ===========

   Equipment notes payable for the acquisition of equipment  $      --          7,118       $      --         26,930
                                                             ===========  ===========       ===========  ===========

</TABLE>


                                See notes to unaudited financial statements.

                                               - 5 -
<PAGE>


                                JENNA LANE, INC.



                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

                  NINE MONTHS ENDED DECEMBER 31, 1997 AND 1996



1.        ORGANIZATION AND BASIS OF PRESENTATION

         The  Company,  organized  in the State of Delaware  in  February  1995,
         designs and  manufactures  (through  contractors)  and imports  women's
         sportswear for the domestic retail market.

         The  accompanying  unaudited  financial  statements of the Company have
         been  prepared  in  accordance  with  generally   accepted   accounting
         principles for interim  financial  information and the instructions for
         Form 10-Q.  Accordingly,  certain information and footnote  disclosures
         normally included in financial  statements  prepared in accordance with
         generally  accepted  accounting   principles  have  been  condensed  or
         omitted.  These financial statements should be read in conjunction with
         the financial  statements  and notes thereto  included in the Company's
         Annual  Report on Form 10-K  filed  with the  Securities  and  Exchange
         Commission  for the year  ended  March  31,  1997.  In the  opinion  of
         management,  all  adjustments  (which  include  only  normal  recurring
         adjustments)  considered  necessary for a fair  presentation of interim
         results  have been  included.  The results of  operations  for the nine
         months ended  December 31, 1997 are not  necessarily  indicative of the
         operating results for the full year.

2.        INVENTORIES
<TABLE>
<CAPTION>

                                                                 December 31,            March 31,
                                                                     1997                  1997
                                                              ------------------    ---------------
                                                                  (Unaudited)

<S>                                                            <C>                   <C>           
         Raw materials                                         $    2,110,234        $    2,063,783
         Work-in-process                                              207,049               435,937
         Finished goods                                             3,059,078             1,133,193
                                                               --------------        --------------

                                                               $    5,376,361        $    3,632,913
                                                               ==============        ==============
</TABLE>

3.       NONRECURRING CHARGE - PROVISION FOR CREDIT LOSS

         The Company  entered into an agreement  with its factor in January 1997
         (revised May 1997) to assume the credit risk, beyond an agreed portion,
         for the nonpayment of receivables due from one customer.  In July 1997,
         the  customer  filed for  bankruptcy  under  Chapter  XI.  The  Company
         provided a $243,500 reserve for their entire portion of the credit loss
         and  subsequently  adjusted this reserve to reflect an $87,200  partial
         recovery based upon the filing of a reclamation claim.







                                      - 6 -



<PAGE>


                                JENNA LANE, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

                  NINE MONTHS ENDED DECEMBER 31, 1997 AND 1996


4.       EARNINGS PER SHARE

         The Company adopted Statement of Financial Accounting Standards No. 128
         "Earnings  per Share" which  modifies the  calculation  of earnings per
         share  ("EPS").  The Standard  replaces the  previous  presentation  of
         primary and fully  diluted  EPS.  Basic EPS  excludes  dilution  and is
         computed by dividing  income  available to common  shareholders  by the
         weighted average number of common shares outstanding during the period.
         Diluted EPS includes the dilution of common stock  equivalents,  and is
         computed similarly to fully diluted EPS pursuant to APB Opinion 15. All
         prior periods presented have been restated to reflect this adoption.

         The following table reconciles the number of common shares  outstanding
         with  the  number  of  common  and  common  equivalent  shares  used in
         computing earnings per share:
<TABLE>
<CAPTION>

                                                                                            Nine Months Ended
                                                                                              December 31,
                                                                                          1997             1996
                                                                                      -----------      --------

<S>                                                                                  <C>                  <C>      
         Basic:

         Common shares outstanding                                                      4,290,000         2,047,619

         Effect of using weighted average                                                 -                 (41,600)
                                                                                     ------------      ------------

         Weighted average number of shares outstanding                                  4,290,000         2,006,019

         Diluted:

         Effect of assuming exercise of outstanding stock options and
            warrants based on the treasury stock method                                   762,706            20,000
                                                                                      -----------      ------------

         Shares used in computing diluted earnings per share                            5,052,706         2,026,019
                                                                                     ============      ============
</TABLE>

         Computation  of diluted  earnings  per share is not  presented  for the
         three  months  ended  December  31,  1997  and 1996  because  including
         potential common shares will result in an antidilutive per-share amount
         due to the net loss in each period.

         Additional shares issuable  assuming  conversion of preferred shares is
         antidilutive for the nine months ended December 31, 1996.







                                      - 7 -



<PAGE>


Item 2.             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


The  following  is a  discussion  of the  financial  condition  and  results  of
operations of the Company for the three and nine months ended  December 31, 1997
and 1996, respectively.

Results of Operations

The  following  table sets  forth,  for the  periods  indicated,  the  Company's
statements of operation data as a percentage of net sales.
<TABLE>
<CAPTION>

                                                                Three Months Ended           Nine Months Ended
                                                                   December 31,                  December 31,
                                                               1997           1996          1997         1996

<S>                                                           <C>          <C>            <C>            <C>   
         Net sales                                             100.0%        100.0%         100.0%        100.0%
         Cost of sales                                          83.8          82.4           81.6          82.0
                                                              ------       -------        --------       ------

                Gross profit                                    16.2          17.6           18.4          18.0
         Operating expenses                                     22.0          19.2           16.4          16.9
                                                              ------       -------        -------        ------

                (Loss) income from operations                   (5.8)         (1.6)           2.0           1.1
         Other expenses                                          0.1           0.8            0.5           0.4
                                                              ------       -------        -------        ------

                (Loss) income before income taxes               (5.9)         (2.4)           1.5           0.7
         (Credit) provision for income taxes                    (2.2)         (1.4)           0.7           0.2
                                                              ------       -------        -------        ------

                Net (loss) income                               (3.7)%        (1.0)%          0.8%          0.5%
                                                              ======       =======        =======        ======

</TABLE>

Three Months Ended December 31, 1997 Compared with Three Months Ended December 
31, 1996

Net  sales  of  $7.7  million  in the  three  months  ended  December  31,  1997
represented  a slight  increase  of  $300,000,  or 4.1%  over net  sales of $7.4
million in the three months ended  December 31, 1996.  The increase in net sales
was  primarily  attributable  to continued  expansion  of the customer  base and
increased volume from several existing customers.

The Company's gross profit  decreased  $44,000,  or 3.4% to $1.2 million for the
three  months  ended  December  31, 1997 from $1.3  million for the three months
ended  December 31, 1996.  Gross profit  margin  decreased to 16.2% in the three
months ended December 31, 1997 from 17.6% in the three months ended December 31,
1996.  Weaknesses  in  certain  import  product  categories  necessitated  price
reductions in what the Company believes is a difficult retail environment.

Operating  expenses,  including  all  transactions  with the  factor,  increased
$287,000,  or 20.3% to $1.7 million in the three months ended  December 31, 1997
from $1.4 million in the three months ended  December 31, 1996. The increase was
primarily due to an increase of $164,000 in payroll and related costs, including
$131,000 in increased  selling  salaries,  as well as $71,000 in selling related
expenses  which  resulted  from the  expanded  sales  force  which is in  place.
Factoring costs decreased  $78,000 as a result of lower  commission  rates,  and
reduced borrowing for working capital needs.

As a result of the above factors,  loss from operations  increased from $118,000
in the three  months  ended  December  31, 1996 to $448,000 in the three  months
ended December 31, 1997.


                                      - 8 -



<PAGE>



Other  expenses  were  $7,800 for the three  months  ended  December  31,  1997,
resulting from a final adjustment of the credit loss incurred in connection with
a loss  sharing  agreement  with the  Company's  primary  factor  pertaining  to
Montgomery Ward's, which has declared bankruptcy.  Other expenses of $57,000 for
the three  months  ended  December  31, 1996  consisted  of interest  expense on
promissory notes issued in November 1995 and related  financing costs. The notes
were repaid in March 1997 from the  proceeds  of the  Company's  initial  public
offering.

Nine Months Ended December 31, 1997 Compared with Nine Months Ended December 31,
1996

Net  sales  of  $30.8  million  in the  nine  months  ended  December  31,  1997
represented  an  increase  of $5.2  million,  or 20.3%  over net  sales of $25.6
million in the nine months ended  December  31, 1996.  The increase in net sales
was  primarily  attributable  to continued  expansion  of the customer  base and
increased volume from several existing customers.

The Company's gross profit increased $1.1 million,  or 23.1% to $5.7 million for
the nine months  ended  December  31, 1997 from $4.6 million for the nine months
ended  December 31, 1996.  Gross  profit  margin  increased to 18.4% in the nine
months ended  December 31, 1997 from 18.0% in the nine months ended December 31,
1996. The increase in gross profit margin resulted  primarily from higher import
sales  volume.  Gross profit from import  sales is  generally  higher than gross
profit from domestically produced merchandise.

Operating  expenses,  including  all  transactions  with the  factor,  increased
$737,000,  or 17.1% to $5.1 million in the nine months  ended  December 31, 1997
from $4.3 million in the nine months ended  December 31, 1996.  The increase was
primarily due to an increase of $555,000 in payroll and related costs, including
$253,000 in increased selling  salaries,  as well as $171,000 in selling related
expenses which resulted from increased  sales volume.  Factoring costs decreased
$307,000  as a result of lower  commission  rates,  and  reduced  borrowing  for
working capital needs.

As a result of the above  factors,  income from  operations  increased 112% from
$291,000  in the nine  months  ended  December  31, 1996 to $618,000 in the nine
months ended December 31, 1997.

Other  expenses  were  $156,000  for the nine months  ended  December  31, 1997,
resulting from a  non-recurring  provision for credit loss in connection  with a
loss sharing  agreement  with the  Company's  factor  pertaining  to  Montgomery
Ward's,  which has declared  bankruptcy.  Such loss sharing arrangements are not
entered into except under unusual circumstances.  Other expenses of $125,000 for
the nine  months  ended  December  31,  1996  consist  of  interest  expense  on
promissory  notes issued in November 1995. These notes were repaid in March 1997
from the proceeds of the Company's initial public offering.

Liquidity and Capital Resources

In  March  1997,  the  Company   received   approximately   $5,352,000  (net  of
underwriting discounts,  commissions, and expenses) in proceeds from its initial
public offering of investment  units. The Company believes that the net proceeds
from its initial  public  offering,  anticipated  cash flow from  operations and
availability  of advances  under its factoring  agreement  will be sufficient to
meet working capital  requirements and capital  expenditures for the foreseeable
future, although there can be no assurance thereof.






                                      - 9 -



<PAGE>



The Company is consistently evaluating  opportunities to obtain licenses or make
certain  acquisitions  related to the Company's  business.  Effective January 1,
1998,  the Company began  operations of its new division - Smart  Objects.  This
division  will  consist  primarily  of junior and large size  domestic  moderate
priced knit  sweaters.  Initial  shipments  commenced  in January 1998 with full
scale operations expected by Fall 1998.

The Company also signed,  on February 5, 1998, a license  agreement  for Misses,
Petite,  Junior  and Plus size  sportswear  to utilize  the US Polo  Association
brand.  Jenna  Lane Polo  Association,  Ltd.,  a  recently  formed  wholly-owned
subsidiary of the Company,  will  implement the license.  The license  agreement
provides for a term of 3 years,  renewable for 3 additional  years, and requires
royalties of 5% of net sales to be paid to Quade,  Inc., the master licensee for
the US Polo Association trademarks.  Minimum royalties of $150,000, $200,000 and
$250,000  are  payable in the first,  second the third  years of the  agreement,
respectively.  The  agreement  may be  terminated  by Quade upon certain  events
defined in the agreement.

The Company believes its present  liquidity and financing sources will enable it
to complete these transactions,  however, additional financing could be required
in other potential situations.

The Company's  working capital  decreased from $7.2 million at the end of fiscal
1997 to $7.0  million at  December  31,  1997.  The slight  decrease  in working
capital is  primarily  due to a decrease in cash  resulting  from the use of the
proceeds of the initial public offering for capital expenditures of $276,000 and
loans to contractors of $211,000.

Inventories  have  increased from $3.6 million at the end of fiscal 1997 to $5.4
million at December 31, 1997  primarily  as a result of  continued  expansion of
import sales volume, addition of new import product categories and the timing of
receipt of Spring 1998 merchandise in December 1997. The Company is aggressively
monitoring its inventory  levels  particularly  in light of recent  developments
affecting the Asian economies which may result in reduced costs in the future.
























                                     - 10 -




<PAGE>



                           PART II - OTHER INFORMATION


Item 1.           Legal Proceedings: There are no material pending legal 
                  proceedings to which the Company is a party or to which any of
                  its property is subject. The Company is subject to normal 
                  litigations in the ordinary course of business.

Item 2.           Changes in Securities:  None.

Item 3.           Defaults Upon Senior Securities:  None.

Item 4.           Submissions of Matters to a Vote of Security Holders:

                  (a) The Annual Stockholders Meeting of the Company was held 
                      on December 15, 1997.

                  (b) The following directors were elected or their term of
                      office as a director continued after the meeting:

                           Mitchell Dobies, Charles Sobel, Gerald Cohen, 
                           Mitchell Herman and Gerald Kanter.

                  (c) The following is a brief description of matters voted
                      upon by  shareholders  at the Annual  Meeting and the
                      results of the vote:

                           (i)  Ratification of Edward Isaacs & Company,  LLP as
                           the Corporation's Independent Auditors for the Fiscal
                           Year Ended March 31, 1998:  Approved by majority vote
                           of  those  stockholders  present  at the  meeting  in
                           person or by proxy.

                           (ii) Election of Directors: Approved by a majority 
                           vote of those stockholders present at the meeting in 
                           person or by proxy.


Item 5.           Other Information:  None.

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

                  (a) Exhibits:

                           11. Computation of Earnings Per Common Share

                           27.1 Financial Data Schedule

                  (b) Reports on Form 8-K: None.



                                       11

<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, thereunto duly authorized.

Dated: February 13, 1997
                                                              JENNA LANE, INC.



                                          By: /s/ Mitchell Dobies
                                             ----------------------------------
                                             Mitchell Dobies, President and Co-
                                               Chief Executive Officer



                                          By: /s/ Charles Sobel
                                             ----------------------------------
                                             Charles Sobel, Co-Chief
                                               Executive Officer


<PAGE>


                                  Exhibit Index


11.  Computation of Earnings Per Common Share

27.1 Financial Data Schedule

<PAGE>

EXHIBIT 11
                                JENNA LANE, INC.

                    COMPUTATION OF EARNINGS PER COMMON SHARE

<TABLE>
<CAPTION>

                                                                Three Months Ended             Nine Months Ended
                                                                   December 31,                   December 31,
                                                             ------------------------       ------------------------
                                                                1997         1996              1997         1996
                                                             -----------  -----------       -----------  -----------
<S>                                                          <C>          <C>               <C>          <C>
Basic Earnings Per Share:

     Net income (loss)                                       $  (286,374) $  (72,962)       $   249,387  $   117,106

     Deduct dividends on preferred shares                           --        25,000               --         75,000
                                                             -----------  ----------        -----------  -----------   

           Net income (loss) applicable to common stock      $  (286,374) $  (97,962)       $   249,387  $    42,106
                                                             ===========  ==========        ===========  ===========

     Weighted average number of shares outstanding             4,290,000   2,047,619          4,290,000    2,006,019
                                                             ===========  ==========        ===========  ===========

     Basic earnings (loss) per share                         $     (0.07) $    (0.05)       $      0.06  $      0.02
                                                             ===========  ==========        ===========  ===========
Diluted Earnings Per Share:

     Net income (loss)                                                                      $   249,387  $    42,106(b)
                                                                                            ===========  ===========

     Weighted average number of shares outstanding                                            4,290,000    2,006,019

     Plus: Incremental shares from assumed conversions:
             Options                                                                            177,281       20,000
             Warrants                                                                           585,425         --
             Convertible preferred stock                                                           --           --  (b)
                                                                                            -----------  -----------

     Adjusted Weighted Average Shares                                                         5,052,706    2,026,019
                                                                                            ===========  ===========

     Diluted earnings per share                                  N/A (a)     N/A (a)        $      0.05  $      0.02
                                                                                            ===========  ===========

<FN>
(a) Pursuant to paragraphs 13 and 16 of Statement of Financial 
    Accounting Standards No. 128 this calculation is omitted
    because it produces an antidilutive result due to the net loss.

(b) Diluted EPS would increase when convertible preferred 
    stock is included in the computation, therefore, those 
    convertible preferred shares are anti-dilutive and are 
    ignored in the computation of diluted EPS.

</FN>
</TABLE>


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
financial statement of Jenna Lane, Inc. included in the Company's Form 10-Q for
the period ended December 31, 1997, and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          MAR-31-1998
<PERIOD-END>                               DEC-31-1997
<CASH>                                            7433
<SECURITIES>                                         0
<RECEIVABLES>                                  3684392
<ALLOWANCES>                                         0
<INVENTORY>                                    5376361
<CURRENT-ASSETS>                               9438431
<PP&E>                                          578434
<DEPRECIATION>                                  128828
<TOTAL-ASSETS>                                10205117
<CURRENT-LIABILITIES>                          2406908
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         42900
<OTHER-SE>                                     7715976
<TOTAL-LIABILITY-AND-EQUITY>                  10205117
<SALES>                                       30753741
<TOTAL-REVENUES>                              30753741
<CGS>                                         25081214
<TOTAL-COSTS>                                 30135982
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                156300
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 461459
<INCOME-TAX>                                    212702
<INCOME-CONTINUING>                             249387
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    249387
<EPS-PRIMARY>                                     0.06
<EPS-DILUTED>                                     0.05
        


</TABLE>


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