-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IVOwNjgf2hxPSzszNPnoBG+EoYvAuDhQBICK1EHVvJeDVMH54SbJEg5I2xyTrq4e xTHnPK6zN0Ox9Hen80aJeA== 0000950112-95-002640.txt : 19951011 0000950112-95-002640.hdr.sgml : 19951011 ACCESSION NUMBER: 0000950112-95-002640 CONFORMED SUBMISSION TYPE: 10-Q/A CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940827 FILED AS OF DATE: 19951010 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: NANTUCKET INDUSTRIES INC CENTRAL INDEX KEY: 0000069623 STANDARD INDUSTRIAL CLASSIFICATION: KNITTING MILLS [2250] IRS NUMBER: 580962699 STATE OF INCORPORATION: DE FISCAL YEAR END: 0225 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08509 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: 105 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 212-889-5656 MAIL ADDRESS: STREET 1: 105 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 FORMER COMPANY: FORMER CONFORMED NAME: NANTUCKET LINGERIE INC DATE OF NAME CHANGE: 19690715 10-Q/A 1 NANTUCKET INDUSTRIES, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A No. 1 (Restated) (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 27, 1994 --------------- Commission file number 1 - 8509 -------- NANTUCKET INDUSTRIES, INC. ----------------------------------------------- Exact name of registrant as specified in its charter Delaware 58-0962699 - ------------------------------ --------------------- State or other jurisdiction of IRS Employer incorporation of organization Identification Number 105 Madison Avenue, New York, New York 10016 - -------------------------------------- ---------- Address of principal executive offices Zip Code (212)889-5656 - ------------- Registrant's telephone number, including area code Former name, former address and former fiscal year, if changed since last report 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 twelve 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 ninety days. X YES NO ----- ----- APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. As of July 6, 1994, the Registrant had outstanding 2,488,796 shares of Common stock. NANTUCKET INDUSTRIES, INC. AND SUBSIDIARIES ------------------------------------------- QUARTERLY REPORT ---------------- QUARTER ENDED AUGUST 27, 1994 ----------------------------- (Restated) I N D E X --------- Part I. FINANCIAL INFORMATION PAGE - --------------------- ---- Consolidated balance sheets 3 Consolidated statements of operations 4 Consolidated statements of cash flows 6 Notes to consolidated financial statements 9 Signature 12 -2-
NANTUCKET INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS August 27, 1994 (Restated) ------------------------------------------------------- As Previously February 26, Reported Restatements As Restated 1994 ------------- -------------- ------------- ------------ (unaudited) (1) ASSETS CURRENT ASSETS Cash $40,915 - $40,915 $595,918 Accounts receivable, less allowance for doubtful accounts of $205,000 and $175,000 respectively 7,018,168 - 7,018,168 4,928,272 Inventories 12,911,489 (1,091,929) 11,819,560 11,390,858 Refundable income taxes 77,028 - 77,028 558,000 Other current assets 577,352 - 577,352 538,062 ------------- ------------- ------------- ------------- Total Current Assets 20,624,952 (1,091,929) 19,533,023 18,011,110 PROPERTY PLANT & EQUIPMENT - NET 3,883,299 - 3,883,299 3,772,008 OTHER ASSETS 478,565 - 478,565 412,324 ------------- ------------- ------------- ------------- $24,986,816 ($1,091,929) $23,894,887 $22,195,442 ============= ============= ============= =============
(1) Derived from audited financial statements See notes to Consolidated Financial Statements. -3-
NANTUCKET INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Continued) August 27, 1994 (Restated) ------------------------------------------------------- As Previously February 26, Reported Restatements As Restated 1994 ------------- -------------- ------------- ------------ (unaudited) (1) LIABILITIES AND STOCKHOLDER EQUITY CURRENT LIABILITIES Current maturities of long-term debt $975,000 - $975,000 $700,000 Accounts payable 2,396,400 160,471 2,556,871 3,693,908 Accrued salaries 486,172 - 486,172 907,906 Accrued unusual charge 465,000 - 465,000 765,000 Accrued expenses 616,133 - 616,133 1,671,988 Income taxes payable 2,640 - 2,640 10,184 ------------- ------------- ------------- ------------- Total Current Liabilities 4,941,345 160,471 5,101,816 7,748,986 LONG-TERM DEBT Note payable to related party 300,000 - 300,000 300,000 Long-term debt 10,459,608 - 10,459,608 7,999,847 Accrued unusual charge 1,181,021 - 1,181,021 1,450,000 ------------- ------------- ------------- ------------- TOTAL LIABILITIES 16,881,974 160,471 17,042,445 17,498,833 STOCKHOLDERS' EQUITY Preferred stock, $.10 par value; 500,000 shares authorized, of which 5,000 shares have been designated as non-voting convertible and are issued and outstanding 500 - 500 - Common stock, $.10 par value; authorized 6,000,000 shares; issued 2,991,848 299,185 - 299,185 299,185 Additional paid-in capital 11,576,898 - 11,576,898 10,577,398 Accumulated deficit (3,686,602) (1,252,400) (4,939,002) (2,898,532) ------------- ------------- ------------- ------------- 8,189,981 (1,252,400) 6,937,581 7,978,051 Less-13,052 shares at August 27, 1994 and 503,052 shares at February 26, 1994 of common stock held in treasury, at cost 85,139 - 85,139 3,281,442 ------------- ------------- ------------- ------------- 8,104,842 (1,252,400) 6,852,442 4,696,609 ------------- ------------- ------------- ------------- $24,986,816 ($1,091,929) $23,894,887 $22,195,442 ============= ============= ============= =============
(1) Derived from audited financial statements See notes to Consolidated Financial Statements. -4-
NANTUCKET INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) 13 Weeks Ended --------------------------------------------------------------------------- August 27, 1994 (Restated) ------------------------------------------------------- As Previously August 28, Reported Restatements As Restated 1993 ------------- -------------- ------------- ------------ Net sales $9,208,664 - $9,208,664 $10,041,732 Cost of sales 7,059,314 - 7,059,314 8,195,953 -------------- ------------- ------------- ------------- Gross profit-Amount 2,149,350 - 2,149,350 1,845,779 Selling, general and administrative expenses 1,840,642 - 1,840,642 2,166,435 Unusual Charge 1,252,400 1,252,400 -------------- ------------- ------------- ------------- Operating (loss) profit 308,708 (1,252,400) (943,692) (320,656) Interest expense (353,245) - (353,245) (196,063) -------------- ------------- ------------- ------------- Loss before income taxes (44,537) (1,252,400) (1,296,937) (516,719) Income tax benefit - - - 173,386 -------------- ------------- ------------- ------------- NET LOSS ($44,537) ($1,252,400) ($1,296,937) ($343,333) ============== ============= ============= ============= NET LOSS PER COMMON SHARE ($0.02) ($0.50) ($0.51) ($0.14) Weighted Average Common Shares Outstanding 2,521,104 2,521,104 2,521,104 2,441,835
See notes to Consolidated Financial Statements. -5-
NANTUCKET INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) 26 Weeks Ended --------------------------------------------------------------------------- August 27, 1994 (Restated) ------------------------------------------------------- As Previously August 28, Reported Restatements As Restated 1993 ------------- -------------- ------------- ------------ Net sales $17,717,372 - $17,717,372 $20,374,895 Cost of sales 13,907,887 - 13,907,887 16,157,751 -------------- ------------- ------------- ------------- Gross profit-Amount 3,809,485 - 3,809,485 4,217,144 Selling, general and administrative expenses 3,721,856 - 3,721,856 4,378,526 Unusual Charge 1,252,400 1,252,400 -------------- ------------- ------------- ------------- Operating (loss) profit 87,629 (1,252,400) (1,164,771) (161,382) Interest expense (580,747) - (580,747) (388,274) -------------- ------------- ------------- ------------- Loss before income taxes (493,118) (1,252,400) (1,745,518) (549,656) Income tax benefit - - - 143,071 -------------- ------------- ------------- ------------- NET LOSS ($493,118) ($1,252,400) ($1,745,518) ($406,585) ============== ============= ============= ============= NET LOSS PER COMMON SHARE ($0.20) ($0.50) ($0.70) ($0.17) Weighted Average Common Shares Outstanding 2,509,950 2,509,950 2,509,950 2,441,835
See notes to Consolidated Financial Statements. -6-
NANTUCKET INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) 26 Weeks Ended --------------------------------------------------------------------------- August 27, 1994 (Restated) ------------------------------------------------------- As Previously August 28, Reported Restatements As Restated 1993 ------------- -------------- ------------- ------------ Cash flows from operating activities Net loss ($493,118) ($1,252,400) ($1,745,518) ($406,585) Adjustments to reconcile net loss to net cash (used in) provided by operating activities Depreciation and amortization 149,773 - 149,773 269,156 Provision for doubtful accounts 66,407 - 66,407 1,360 Unusual charge 1,252,400 1,252,400 Provision for obsolete inventory 120,000 - 120,000 - (Increase) decrease in assets Accounts receivable (2,156,303) - (2,156,303) 63,325 Inventories (1,640,631) - (1,640,631) (1,430,627) Refundable income taxes 480,972 - 480,972 - Other current assets (39,290) - (39,290) (319,874) (Decrease) increase in liabilites Accounts payable (1,297,508) - (1,297,508) 963,166 Accrued expenses and other liabilities (1,516,228) - (1,516,228) 278,035 Income taxes payable (7,544) - (7,544) 485,959 Accrued unusual charge (568,979) - (568,979) - -------------- ------------- ------------- ------------- Net cash used in operating activities (6,902,449) - (6,902,449) (96,085) -------------- ------------- ------------- ------------- Cash flows from investing activities: Additions to property, plant and equipment (261,064) - (261,064) (143,862) (Increase) Decrease in other assets (66,241) - (66,241) 40,275 -------------- ------------- ------------- ------------- Net cash used in investing activities (327,305) - (327,305) (103,587) -------------- ------------- ------------- ------------- Cash flows from financing activities: Payments of line of credit agreement (5,090,294) - (5,090,294) - Payments of long-term debt and capital lease obligations (500,000) - (500,000) (60,034) Issuance of convertible preferred stock 1,000,000 - 1,000,000 - Proceeds from sale of Treasury Stock 2,939,990 - 2,939,990 Borrowings under line of credit agreement 8,325,055 - 8,325,055 -------------- ------------- ------------- ------------- Net cash provided by (used in) financing activities 6,674,751 - 6,674,751 (60,034) -------------- ------------- ------------- -------------
Continued on next page -7-
NANTUCKET INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) 26 Weeks Ended --------------------------------------------------------------------------- August 27, 1994 (Restated) ------------------------------------------------------- As Previously August 28, Reported Restatements As Restated 1993 ------------- -------------- ------------- ------------ NET DECREASE IN CASH ($555,003) - ($555,003) ($259,706) Cash at beginning of period 595,918 - $595,918 631,962 -------------- ------------- ------------- ------------- Cash at end of period $40,915 - $40,915 $372,256 ============== ============= ============= ============= SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION: Cash paid during the period: Interest $460,041 - $460,041 $395,084 ============== ============= ============= ============= Income taxes $36,880 - $36,880 - ============== ============= ============= =============
See notes to consolidated financial statements. -8- NANTUCKET INDUSTRIES, INC. -------------------------- AND SUBSIDIARIES ---------------- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------ THIRTY-NINE WEEKS ENDED AUGUST 27, 1994 --------------------------------------- AND AUGUST 28,1993 ------------------ (unaudited) I. CONSOLIDATED FINANCIAL STATEMENTS The consolidated balance sheet as of August 27, 1994 and the consolidated statements of operations for the twenty-six and thirteen week periods and statements of cash flows for the twenty-six weeks ended August 27, 1994 and August 28, 1993 have been prepared by the Company without audit. In the opinion of management, all adjustments (consisting of only normal recurring accruals) necessary for a fair presentation of the financial position of the Company and its subsidiaries at August 27, 1994 and the results of their operations and their cash flows for the twenty-six and thirteen week periods and cash flows for the twenty-six weeks ended August 27, 1994 have been made on a consistent basis. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company's 1994 Annual Report on Form 10-K. The results of operations for the periods presented are not necessarily indicative of the operating results for the full year. II. INVENTORIES Inventories reflecting the restatement (Note V) consists of the following: August 27, February 26, 1994 1994 ------------- ------------- Raw materials $ 3,257,301 $ 3,283,744 Work in process 5,760,442 4,048,556 Finished goods 2,801,817 4,058,558 ------------- ------------- $ 11,819,560 $ 11,390,858 ============= ============= -9- III. INCOME TAXES At August 27, 1994 the Company had a net deferred tax asset in excess of $3,400,000 which is fully reserved until it can be utilized to offset deferred tax liabilities or realized against taxable income. In addition, the Company had net operating loss carry forward for book and tax of approximately $11,000,000 and $4,000,000 respectively. IV. STOCKHOLDERS' EQUITY On March 22, 1994, the Company issued 5,000 shares, $.10 par value per share, of non-voting convertible preferred stock for $1,000,000. The preferred stock is convertible into shares of common stock at the rate of $5.00 per share. The shares may be redeemed in whole or in part by the Company after February 28, 1999 and have a liquidation preference of $200 per share. On August 22, 1994, the Company sold 490,000 shares of its common treasury stock to GUESS?, Inc. and certain of its affiliates at $6.00 per share. The treasury stock issued had an average cost of $6.52 per share. Accordingly, the difference between the net proceeds, approximating $2,900,000 and the treasury shares cost of $3,196,000 was applied to the Company's retained earnings. V. UNUSUAL CHARGE In the fourth quarter of fiscal 1994, the Company formulated plans to close its Puerto Rico facility, discontinue a portion of its women's innerwear business, reduce costs and streamline operations. In fiscal 1994, the Company provided $5,450,000 for the costs associated with these matters as an unusual charge. The Company also terminated the employment contracts of its Chairman and Vice Chairman. In accordance with agreement, they will be paid an aggregate of $400,000 per year in severance, as well as other benefits, through February 28, 1999. The present value of these payments was accrued as part of the unusual charge for the year ended February 26, 1994. The Puerto Rico facility shutdown was completed in July, 1994. A final assessment associated with this closing required additional write-offs, reflected as an unusual charge of $1,252,400 in the period ended August 27, 1994. This matter was identified in connection with the physical inventory related to the completion of the financial statements for the year ended February 25, 1995. Accordingly, the accompanying financial statements have been restated to reflect the additional unusual charge associated with the shutdown of the Puerto Rico facility. -10- Through August 27, 1994, payments of the unusual charge approximated $650,000; $460,000 associated with the shutdown of the Puerto Rico facility and approximately $190,000 representing payments against the present value of the termination payments to the former Chairman and Vice Chairman. 11 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. NANTUCKET INDUSTRIES, INC. (Registrant) By: /s/ Ronald S. Hoffman ---------------------------- Ronald S. Hoffman, June 5, 1995 Vice President - Finance (Chief Accounting Officer) -12- EX-27 2 ART.5 FDS FOR 2ND QUARTER 10-Q
5 THIS SCHEDULE CONTAINS INFORMATION EXTRACTED FROM THE STATEMENTS DATED AUGUST 26, 1995 AS FILED IN FORM 10-Q FOR THE QUARTERLY PERIOD THEN ENDED AND IS QUALIFIED IN THIS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS 6-MOS FEB-26-1994 AUG-27-1994 40,915 0 7,223,168 205,000 11,819,560 19,533,023 7,236,282 3,352,983 23,894,887 5,101,816 0 299,185 0 500 6,552,757 23,894,887 17,717,372 17,717,372 13,907,887 13,907,887 4,914,256 60,000 580,747 (1,745,518) 0 (1,745,518) 0 0 0 (1,745,518) (0.70) (0.70)
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