0001437749-16-028313.txt : 20160324 0001437749-16-028313.hdr.sgml : 20160324 20160324083131 ACCESSION NUMBER: 0001437749-16-028313 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20160324 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160324 DATE AS OF CHANGE: 20160324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAMPSHIRE GROUP LTD CENTRAL INDEX KEY: 0000887150 STANDARD INDUSTRIAL CLASSIFICATION: KNIT OUTERWEAR MILLS [2253] IRS NUMBER: 060967107 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20201 FILM NUMBER: 161525435 BUSINESS ADDRESS: STREET 1: 1924 PEARMAN DAIRY ROAD STREET 2: PO BOX 2667 CITY: ANDERSON STATE: SC ZIP: 29625 BUSINESS PHONE: 8642311200 MAIL ADDRESS: STREET 1: 1924 PEARMAN DAIRY ROAD STREET 2: PO BOX 2667 CITY: ANDERSON STATE: SC ZIP: 29625 8-K 1 hamp20160323_8k.htm FORM 8-K hamp20160323_8k.htm

 

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): March 24, 2016

 

HAMPSHIRE GROUP, LIMITED

(Exact name of Registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of

incorporation or organization)

000-20201

(Commission File Number)

06-0967107

(I.R.S. Employer

Identification No.)

 

 

114 W. 41st Street, New York, New York

(Address of principal executive offices)

10036

(Zip code)

 

 

(212) 840-5666

(Registrant’s telephone number including area code)

 

Not applicable

(Former name and former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



 

 
 

 

 

Item 2.02   Results of Operations and Financial Condition.

 

On March 24, 2016, Hampshire Group, Limited (the “Company”) released its earnings for the fiscal quarter ended September 26, 2015. A copy of the Company’s press release in respect thereof is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

The information being furnished pursuant to this Item 2.02 and Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

The press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the federal securities laws. The press release should be read in conjunction with “Cautionary Disclosure Regarding Forward-Looking Statements” contained in the press release and the risk factors included in the Company’s periodic reports filed with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, that discuss important factors that could cause the Company’s results to differ materially from those anticipated in such forward-looking statements.

 

Item 7.01      Regulation FD Disclosure.

 

The information under Item 2.02 above, including press release attached hereto as Exhibit 99.1, is incorporated herein by reference.

 

 

Item 9.01   Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.      Description

 

99.1                  Press Release of Hampshire Group, Limited dated March 24, 2016.

 

 

 

 

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 hereunto duly authorized.

 

 

HAMPSHIRE GROUP, LIMITED

 

 

 

 

 

 

 

 

 

 

By:

/s/ William Drozdowski

 

 

 

Name: William Drozdowski

 

 

 

Title:   Interim Chief Financial Officer

 

 

 

 

 

 

 

Dated: March 24, 2016

 

 

 

 

Exhibit Index

 

 

Exhibit No.                  Description

 

99.1                             Press Release of Hampshire Group, Limited dated March 24, 2016.

 

EX-99.1 2 ex99-1.htm EXHIBIT 99.1 ex99-1.htm

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

HAMPSHIRE REPORTS THIRD QUARTER 2015 RESULTS

 

New York, NY, March 24, 2016 -- Hampshire Group, Limited (OTC Markets: HAMP) (“Hampshire” or the “Company”) today announced its results for the three and nine months ended September 26, 2015.

 

As previously reported, the Company sold all the stock of its wholly-owned subsidiary, Rio Garment S.A., on September 15, 2015, effective as of the close of business on April 10, 2015 to the fullest extent permitted by applicable law. In accordance with GAAP, the results of operations of Rio Garment have been presented as discontinued operations for the periods presented.

 

Third Quarter 2015 Compared to Third Quarter 2014:

 

Sales were $18.6 million compared to $20.8 million.

Gross profit margin was 21.0% compared to 28.2%.

SG&A expenses were $5.2 million in each quarter.

Adjusted EBITDA was a loss of $0.9 million compared to Adjusted EBITDA of $1.3 million (see the Non-GAAP Reconciliation table in the Selected Unaudited Financial Data section of this news release).

Loss from continuing operations was $1.4 million, or $0.16 per diluted share, compared to income from continuing operations of $0.7 million, or income of $0.08 per diluted share.

 

Third Quarter 2015 Business Overview

 

Sales for the third quarter of 2015 declined compared to the prior year period due to a decrease in Hampshire Brands’ volumes and lower average selling prices resulting from a change in sales mix. The James Campbell brand, acquired in February 2014, contributed $1.3 million in sales, up from $1.0 million in the third quarter of 2014, reflecting the successful integration of the business into Hampshire Group’s operations.

 

Gross profit was $3.9 million compared to $5.9 million in the third quarter of 2014, of which approximately $1.8 million of the decrease was due to lower sales volumes and lower average selling prices at Hampshire Brands. Approximately $0.5 million of gross profit was generated through James Campbell compared to $0.3 million in the third quarter of 2014.

 

Selling, general and administrative expenses of $5.2 million in the third quarter of 2015 were flat relative to the prior year period. SG&A as a percentage of sales was 27.9% in the third quarter of 2015, up from 25.0% in the third quarter of 2014 reflecting the lower sales level. 

 

Cash Flow and Financial Position at September 26, 2015:

 

The Company concluded the quarter ended September 26, 2015 with $1.4 million in cash and cash equivalents as compared to $1.8 million as of December 31, 2014.

Working capital deficit (excluding assets and liabilities of discontinued operations) was
$1.8 million as of September 26, 2015 from a deficit of $9.7 million as of December 31, 2014.

The Company had borrowings of $3.0 million on its term loan and $18.6 million on its revolving credit facility.

 

 
 

 

 

About Hampshire Group

 

Hampshire Group, Limited (www.hamp.com), along with its wholly-owned subsidiary, Hampshire Brands, Inc. is a provider of fashion apparel across a broad range of product categories, channels of distribution and price points. The Company specializes in designing and marketing men’s sportswear to department stores, chain stores and mass market retailers under licensed brands, our own proprietary brands and the private labels of our customers.

 

Cautionary Disclosure Regarding Forward-Looking Statements

 

This press release contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that reflect the Company's current views with respect to future events. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrences of unanticipated events. Readers are urged to review and consider carefully the various disclosures made by the Company in its Form 10-K and other Securities and Exchange Commission filings, which advise interested parties of certain factors that affect the Company's business. Risks and uncertainties that could cause actual results to differ materially from those anticipated in our forward looking statements include, but are not limited to, the following: there is doubt about our ability to continue as a going concern due to the April 4, 2016 maturity date of our credit facility, potentially insufficient liquidity, our history of losses, our stockholders’ deficit and our auditor issuing a going concern opinion for the year ended December 31, 2014; risks from the sale of Rio Garment S.A.; matters related to our Audit Committee investigation; identified material weaknesses in our internal controls; restricted ability to borrow under our credit facility; a prolonged period of depressed consumer spending; use of foreign suppliers for raw materials and manufacture of our products; lack of an established public trading market for our common stock; decreases in business from or the loss of any one of our key customers; financial instability experienced by our customers; chargebacks and margin support payments; loss of or inability to renew certain licenses; change in consumer preferences and fashion trends, which could negatively affect acceptance of our products by retailers and consumers; failure of our manufacturers to use acceptable ethical business practices; failure to deliver quality products in a timely manner; problems with our distribution system and our ability to deliver products; labor disruptions at ports, our suppliers, manufacturers or distribution facilities; failure, inadequacy, interruption or security lapse of our information technology; failure to compete successfully in a highly competitive and fragmented industry; challenges integrating any business we have acquired or may acquire; potential impairment of acquired intangible assets; unanticipated expenses beyond the amount reserved on our balance sheet or unanticipated cash payments related to the ultimate resolution of income and other possible tax liabilities; significant adverse changes to international trade regulations; loss of certain key personnel which could negatively impact our ability to manage our business; risks related to the global economic, political and social conditions; fluctuation in the price of raw materials adversely affecting our results of operations; energy and fuel costs are subject to adverse fluctuations and volatility; and cyber security risks related to breaches of security pertaining to sensitive company, customer, employee and vendor information.

 

Company Contact:

Benjamin C. Yogel

Lead Director, Hampshire Group

byogel@mrccapital.com

(561) 409-0890

Investor Relations Contact:

Fred Buonocore

The Equity Group Inc.

fbuonocore@equityny.com/(212) 836-9607

www.theequitygroup.com 

 

See Accompanying Tables

 

 
 

 

 

Hampshire Group, Limited

Selected Unaudited Financial Data

 

 

   

Three Months Ended

   

Nine Months Ended

 

(In thousands, except per share data)

 

September 26, 2015

   

September 27, 2014

   

September 26, 2015

   

September 27, 2014

 

Net sales

  $ 18,608     $ 20,836     $ 43,428     $ 30,555  

Cost of goods sold

    14,709       14,957       33,093       22,621  

Gross profit

    3,899       5,879       10,335       7,934  

Selling, general and administrative expenses

    5,191       5,225       14,690       14,400  

Lease litigation settlement

                5,284        

(Gain) loss on lease obligations

          (8 )     (10,590

)

    74  

Income (loss) from operations

    (1,292

)

    662       951       (6,540

)

Other income (expense):

                               

Interest expense

    (304

)

    (345

)

    (965

)

    (827

)

Other, net

    140       86       484       107  

Income (loss) from continuing operations before income taxes

    (1,456

)

    403       470       (7,260

)

Income tax provision (benefit)

    (79

)

    (345

)

    14       (205

)

Income (loss) from continuing operations

    (1,377

)

    748       456       (7,055

)

Loss from discontinued operations, net of taxes

    (228

)

    (440

)

    (2,587

)

    (1,510

)

Net income (loss)

  $ (1,605

)

  $ 308     $ (2,131

)

  $ (8,565

)

                                 

Basic income (loss) per share:

                               

Income (loss) from continuing operations

  $ (0.16

)

  $ 0.09     $ 0.05     $ (0.83

)

Loss from discontinued operations, net of taxes

    (0.02

)

    (0.05

)

    (0.30

)

    (0.18

)

Net income (loss)

  $ (0.18

)

  $ 0.04     $ (0.25

)

  $ (1.01

)

                                 

Diluted income (loss)per share:

                               

Income (loss) from continuing operations

  $ (0.16

)

  $ 0.08     $ 0.05     $ (0.83

)

Loss from discontinued operations, net of taxes

    (0.02

)

    (0.05

)

    (0.30

)

    (0.18

)

Net income (loss)

  $ (0.18

)

  $ 0.03     $ (0.25

)

  $ (1.01

)

                                 

Weighted-average number of common shares outstanding:

                               

Basic

    8,736       8,486       8,610       8,475  

B Diluted

    8,736       9,878       8,610       8,475  

 

NON-GAAP RECONCILIATION:

                               

Net income (loss)

  $ (1,605

)

  $ 308     $ (2,131

)

  $ (8,565

)

Interest expense, net

    304       345       965       827  

Income tax provision (benefit)

    (79

)

    (345

)

    14       (205

)

Depreciation and amortization

    160       310       537       885  

EBITDA

    (1,220

)

    618       (615

)

    (7,058

)

Stock-based compensation

    123       224       370       894  

Lease litigation settlement

                5,284        

(Gain) loss on lease obligations

                (10,590

)

    74  

Loss from discontinued operations, net of taxes

    228       440       2,587       1,510  

Adjusted EBITDA

  $ (869

)

  $ 1,282     $ (2,964

)

  $ (4,580

)

 

 
 

 

 

The Company believes that supplementing its financial statements prepared in accordance with United States generally accepted accounting principles (“GAAP) with certain non-GAAP financial measures, as defined by the Securities and Exchange Commission (the “SEC”), provides a more comprehensive understanding of the Company’s results of operations. Such measures include EBITDA and Adjusted EBITDA and should not be considered an alternative to GAAP financial measures, but instead should be read in conjunction with the GAAP financial measures. Readers are urged to review and consider carefully the various disclosures made by the Company in its Form 10-K for the year ended December 31, 2014 and other SEC filings, which advise interested parties of certain factors that may affect the Company’s business.

 

SELECTED BALANCE SHEET DATA (Unaudited):

               

(excluding assets and liabilities of discontinued operations)

 

September 26, 2015

   

December 31, 2014

 

Cash and cash equivalents

  $ 1,441     $ 1,758  

Accounts receivable, net

    15,402       11,649  

Inventories, net

    13,558       8,107  

Borrowings under credit facility and notes payable

    24,236       19,114  

Working capital deficit

    (1,830 )     (9,702 )

 

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