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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended October 30, 2004

For the transition period from              to             

Commission File No. 0-22102

CYGNE DESIGNS, INC.

(212) 997-7767

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, 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 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  ¨

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date.

Common Stock, $0.01 par value, 12,438,038 shares outstanding as of December 7, 2004.

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12 b-2 of the Act).     Yes  ¨    No  x

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Cygne Designs, Inc. and Subsidiaries

Index to Form 10-Q

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Cygne Designs, Inc. and Subsidiaries

Consolidated Balance Sheets

See accompanying notes

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Cygne Designs, Inc. and Subsidiaries

Consolidated Statements of Operations (Unaudited)

See accompanying notes

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Cygne Designs, Inc. and Subsidiaries

Consolidated Statement of Stockholders’ Equity (Unaudited)

For the Period Ended October 30, 2004

See accompanying notes

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Cygne Designs, Inc. and Subsidiaries

Consolidated Statements of Cash Flows (Unaudited)

See accompanying notes

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Cygne Designs, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements of Cygne Designs, Inc. (“Cygne”) and its subsidiaries (collectively the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America 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 accounting principles generally accepted in the United States of America 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 nine months ended October 30, 2004 are not necessarily indicative of the results that may be expected for the fiscal year ended January 29, 2005. 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 January 31, 2004. The balance sheet at January 31, 2004 has been derived from the audited financial statements at that date. The Company’s fiscal year ends on the Saturday nearest to January 31.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of financial statements and the reported amount of revenue and expenses during the period. Actual results could differ from those estimates.

Net Income Per Share

The following is an analysis of the differences between basic and diluted outstanding shares in accordance with Statement of Financial Accounting Standards No. 128, “Earnings Per Share”.

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Cygne Designs, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)-Continued

Comprehensive Income

Comprehensive income is comprised of the net income and the unrealized loss on marketable securities for the nine months ended October 30, 2004.

Stock Based Compensation

The Company accounts for its stock-based employee compensation plans under the recognition and measurements principles of APB Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations. No stock-based employee compensation cost is reflected in the net income as all options granted under those plans had an exercise price equal to the fair market value of the Common Stock on the date of the grant. There would be no material effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation, as amended by SFAS No. 148, to stock-based employee compensation using the Black-Scholes method of calculation.

Disposition of a Company

Pursuant to an agreement dated June 10, 2002 modified by an amendment dated July 29, 2002, the Company sold its Jordanian business to Century Investment Group (“CIG”) for $833,000 plus the assumption of all outstanding liabilities of the Jordanian company of approximately $943,000. The agreement also stated that any disputes between the parties must be submitted to arbitration in Jordan.

The first payment of $400,000 was received at the closing and the final payment of $433,000 was due on April 30, 2003. As Cygne has not received the final payment of $433,000, it has submitted its claim for this payment to arbitration. As the outcome of this arbitration is uncertain, Cygne’s management, at January 31, 2004, deemed it appropriate to provide a reserve of $433,000 against this receivable.

Cygne agreed not to compete with CIG for knit business in Jordan for five years starting June 1, 2002 in consideration of $350,000 payable by February 5, 2006. In connection with the non-compete agreement, the Company recorded deferred income of $350,000 which it was amortizing to income over a five-year period. At January 31, 2004, as a result of the uncertainty of the arbitration with CIG, Cygne has discontinued the amortization of remaining deferred income of $309,000, and has reserved the corresponding net receivable of $309,000, and has written off the related deferred income. The impact of these transactions had no effect on the results of continuing operations.

The sale of the Jordanian business and its related operating results have been excluded from the results from continuing operations and is classified as a discontinued operation for all periods presented in accordance with the requirements of SFAS 144 “Accounting for Impairment or Disposal of Long-Lived Assets”. During the three and nine months ended October 30, 2004, the Company incurred expenses of $5,000 and $20,000, respectively, related to the discontinued operation.

The Company decided to sell the Jordanian business as a result of the political uncertainty in the region that adversely affected the profitability of the business.

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Cygne Designs, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited) - Continued

2. Inventories

Inventories are stated at the lower of cost (determined on a first-in, first-out basis) or market.

3. Credit Facilities

Effective January 1, 2003, the Company entered into an Amended and Restated Factoring Agreement with GMAC Commercial Credit LLC (“Factor Agreement”). The Factor Agreement, which was scheduled to terminate on December 31, 2004, provides that the Company can borrow a percentage (under most conditions 50%) of the value of its factored customer invoices. Borrowings under this Factor Agreement bear interest at the prime rate (4.75% at October 30, 2004) plus 1.5% with a minimum interest rate of 6%. The factor fee is 0.5% of the customer invoice amount. Cygne guaranteed to GMAC its annual factor fee based on an annual sales volume of $20,000,000. The Factor Agreement is secured by substantially all of the Company’s assets. There were no outstanding loans at October 30, 2004 and the Company did not have any borrowings during the nine months ended October 30, 2004. The Company terminated its Factor Agreement as of October 30, 2004. At that time, the Company paid GMAC its contractual early termination fee of $22,500. The Company does not anticipate that it will have another credit facility in place by January 29, 2005, the last day of its fiscal year, and the Company is not forecasting any borrowing needs during that period.

Interest expense on the accompanying Consolidated Statements of Operations includes factor fees, factor early termination fee and the amortization of the deferred financing costs.

4. Commitments and Contingencies

Leases

Commencing May 24, 2004, the Company entered into a lease with an expiration date of October 31, 2008. Minimum future payments under this lease are as follows:

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Cygne Designs, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited) - Continued

Litigation

Pursuant to an agreement dated June 10, 2002 modified by an amendment dated July 29, 2002, the Company sold its Jordanian business to Century Investment Group for $833,000 plus the assumption of all outstanding liabilities of the Jordanian company of approximately $943,000. The agreement also stated that any disputes between the parties must be submitted to arbitration in Jordan.

The first payment of $400,000 was received at the closing and the final payment of $433,000 was due on April 30, 2003. As Cygne has not received the final payment of $433,000, it has submitted its claim for this payment to arbitration. As the outcome of this arbitration is uncertain, Cygne’s management, at January 31, 2004, deemed it appropriate to provide a reserve of $433,000 against this receivable.

The Company is involved in various legal proceedings that are incidental to the conduct of its business, none of which the Company believes could reasonably be expected to have a material adverse effect on the Company’s financial condition, results of operations and cash flows.

5. Income Tax

As of January 31, 2004, based upon tax returns filed and to be filed, the Company reported a net operating loss carry forward for U.S. Federal income tax purposes of approximately $107,000,000. If unused, these loss carry forwards will expire in the Company’s taxable years ending in 2005 through 2023. Under Section 382 of the U.S. Internal Revenue Code, if there is a more than 50% ownership change (as defined therein) with respect to the Company’s stock, the Company’s loss carry forwards for U.S. Federal and New York State and City tax purposes would be virtually eliminated. Approximately $78,000,000 of the U.S. Federal net operating loss carry forwards will expire in the taxable year ended in 2011.

As of January 31, 2004, based upon tax returns filed and to be filed, the Company reported a net operating loss carry forwards for New York State and City tax purposes (on a separate company basis) of approximately $67,000,000. If unused, these loss carry forwards will expire in the Company’s taxable years ending in 2005 through 2023. Approximately $35,000,000 of the net operating loss carry forwards for New York State and City (on a separate company basis) will expire in the taxable year ended in 2011.

Tax Audits

Since 2001, the Guatemalan Internal Revenue Service has been conducting an audit of the Guatemalan tax returns filed by JMB Internacional, S.A., the Company’s 100% owned Guatemalan subsidiary, for its taxable years 1998, 1999, and 2000. At October 30, 2004, based upon its knowledge of the status of the issues of the audit, Cygne’s management has provided a reserve of $470,000 for these audits.

The Company is subject to other ongoing tax audits in several jurisdictions. Although there can be no assurances, the Company believes any adjustments that may arise as a result of these other audits will not have a material adverse effect on the Company’s financial position, results of operations and cash flows.

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Cygne Designs, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)-Continued

6. Segment Information

Based on the criteria in SFAS No. 131, the Company operates in one segment of the apparel market – women’s career and casual apparel.

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

Unless otherwise noted, all references to a year are to the fiscal year of the Company commencing in that calendar year and ending on the Saturday nearest January 31 of the following year.

Statements in this Report concerning the Company’s business outlook or future economic performance; anticipated results of operations, revenues, expenses or other financial items; private label and brand name products, and plans and objectives related thereto; and statements concerning assumptions made or expectations as to any future events, conditions, performance or other matters, are “forward-looking statements” as that term is defined under the Federal Securities Laws. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those stated in such statements. Such risks, uncertainties and factors include, but are not limited to, United States discontinuance of textile import quotas at January 1, 2005, a decline in demand for merchandise offered by the Company or changes and delays in customer delivery plans and schedules, significant regulatory changes, including increases in the rate of import duties or adverse changes in foreign countries export quotas, dependence on a key customer, an adverse tax ruling, risks associated with war and terrorist activities, including reduced shopping activity as a result of public safety concerns and disruption in the receipt and delivery of merchandise, risk of operations and suppliers in foreign countries, competition, the loss of key personnel, and general economic conditions, as well as other risks detailed in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended January 31, 2004. The Company assumes no obligation to update or revise any such forward-looking statements.

Overview

Pursuant to an agreement dated June 10, 2002 modified by an amendment dated July 29, 2002, the Company sold its Jordanian business to Century Investment Group (“CIG”) for $833,000 plus the assumption of all outstanding liabilities of the Jordanian company of approximately $943,000. The agreement also stated that any disputes between the parties must be submitted to arbitration in Jordan.

The first payment of $400,000 was received at the closing and the final payment of $433,000 was due on April 30, 2003. As Cygne has not received the final payment of $433,000, it has submitted its claim for this payment to arbitration. As the outcome of this arbitration is uncertain, Cygne’s management, at January 31, 2004, deemed it appropriate to provide a reserve of $433,000 against this receivable.

Cygne agreed not to compete with CIG for knit business in Jordan for five years starting June 1, 2002 in consideration of $350,000 payable by February 5, 2006. In connection with the non-compete agreement, the Company recorded deferred income of $350,000 which it was amortizing to income over a five-year period. At January 31, 2004, as a result of the uncertainty of the arbitration with CIG, Cygne has discontinued the amortization of remaining deferred income of $309,000, and has reserved the corresponding net receivable of $309,000 and has written off the related deferred income. The impact of these transactions had no effect on the results of continuing operations.

The sale of the Jordanian business and its related operating results have been excluded from the results from continuing operations and is classified as a discontinued operation for all periods presented in accordance with the requirements of FAS 144 “Accounting for Impairment or Disposal of Long-Lived Assets”. The Company decided to sell the Jordanian business as a result of the political uncertainty in the region that adversely affected the profitability of the business.

The Company historically has been dependent on one or more key customers. A significant portion of the Company’s sales has been and is expected to continue to be to Lerner New York who changed its name in May 2004 to New York & Company, Inc. (“NY&C”). For year 2003, sales to NY&C accounted for 91% of Cygne’s net sales from continuing operations.

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For the third quarter of 2004, sales to NY&C and Jordache Enterprises accounted for 84% and 14%, respectively, of Cygne’s net sales from continuing operations. For the third quarter of 2003, sales to NY&C and Jordache Enterprises accounted for 93% and 5%, respectively, of the Company’s net sales from continuing operations. For the nine months ended October 30, 2004, sales to NY&C and Jordache Enterprises accounted for 80% and 17%, respectively, of Cygne’s net sales from continuing operations. For the nine months ended November 1, 2003, sales to NY&C and Jordache Enterprises accounted for 91% and 8%, respectively, of the Company’s net sales from continuing operations. At October 30, 2004, Cygne has not received nor does it anticipate it will receive orders from Jordache Enterprises for delivery in the fourth quarter of 2004. Cygne’s sales to Jordache in the fourth quarter of 2003 were $563,000.

Although Cygne has a long-established relationship with NY&C, its key customer, Cygne does not have long-term contracts with NY&C. The Company’s future success will be dependent upon its ability to attract new customers and to maintain its relationship with NY&C. At October 30, 2004, Cygne has two customers, excluding Jordache, in addition to NY&C. Cygne continues to maintain its positive working relationship with NY&C by providing on-time deliveries of quality products at competitive prices.

Effective January 1, 2005, the United States will discontinue textile import quotas affecting the products sourced by the Company. As a result of the discontinuance of textile import quotas, the Company’s customers may be able to secure the products currently being purchased from the Company in other places at a lower price. While it is not possible to forecast the impact to the Company of the discontinuance of textile import quotas, this change could cause the Company to face severe liquidity pressures, which would adversely affect the Company’s financial condition, results of operations and cash flows.

The Company has in the past incurred costs in restructuring its operations due to loss of customers. The Company is continuing to review its existing business operations and could incur additional costs in the future associated with the further restructuring of its operations.

The apparel industry is highly competitive and historically has been subject to substantial cyclical variation, with purchases of apparel and related goods tending to decline during recessionary periods when disposable income is low. This could have a material adverse effect on the Company’s business. Retailers, including customers of the Company, are increasingly sourcing private label products themselves rather than utilizing outside vendors like the Company.

Critical Accounting Estimates

The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ materially from those estimates.

The policies with the greatest potential effect on the Company’s financial condition, results of operations and cash flows include the Company’s estimate on the collectibility of its trade accounts receivable, the recovery value of its inventory, the amount of income taxes that may be assessed by the taxing authorities upon audit of the Company’s tax returns, and the valuation allowance against the deferred tax asset.

For trade accounts receivable (due from factor), the Company estimates the net collectibility, considering both historical and anticipated deductions taken by customers. For inventory, the Company values its inventory which is allocated to the fulfillment customer orders at cost and all other inventory including seconds and excess production at no value. For amounts of additional income taxes that may be assessed by the various taxing authorities upon audit of the Company’s tax returns, the Company estimates the amount based upon its knowledge of the cases and upon the advice of its tax counsel.

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For the valuation allowance against the deferred tax asset, the Company has recorded a valuation allowance against the entire deferred tax asset due to the Company’s history of low profits. However, should the Company conclude that future profitability is reasonably assured, the value of the deferred tax asset would be increased by the elimination of some or all of the valuation allowance.

If the Company incorrectly anticipates these trends or unexpected events occur, its results of operations could be materially affected.

Some of the other items in our financial statements requiring significant estimates and judgments are as follows:

Depreciation and Amortization

Depreciation of property and equipment is provided for by the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized using the straight-line method over the term of the related lease.

Revenue Recognition

Revenues are recorded at the time of shipment of merchandise, provided that the price is fixed, title has been transferred, collection of the resulting receivable is reasonably assured and the Company has no significant obligations remaining to be performed.

Foreign Currency Exchange

The Company negotiates substantially all its purchase orders with its foreign manufacturers in U.S. dollars. Thus, notwithstanding any fluctuation in foreign currencies, the Company’s cost for any purchase order is not subject to change after the time the order is placed. However, the weakening of the U.S. dollar against local currencies could lead certain manufacturers to increase their U.S. dollar prices for products. The Company believes it would be able to compensate for any such price increase.

The above listing is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States of America, with no need for management’s judgment in their application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. See the Company’s audited consolidated financial statements and notes thereto as shown in the Annual Report on Form 10-K for the year ended January 31, 2004.

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Results of Operations

The following table is derived from the Company’s consolidated statements of operations for the three and nine months ended October 30, 2004 and November 1, 2003 and expresses for the periods certain data as a percentage of net sales:

Three months (third quarter of 2004) and nine months ended October 30, 2004 compared to three months (third quarter of 2003) and nine months ended November 1, 2003.

Net Sales

Net sales for the third quarter of 2004 were $8,470,000, a decrease of $647,000, or 7%, from $9,117,000 in the third quarter of 2003. Net sales for the nine months of 2004 were $24,374,000, an increase of $3,404,000, or 16%, from $20,970,000 for the nine months of 2003.

The decrease in sales in the third quarter of 2004 compared to the third quarter of 2003 of $647,000 resulted from decreased sales to NY&C of $1,415,000, increased sales to Jordache Enterprises of $758,000 and net increased sales to other customers of $10,000. The decrease in sales to NY&C was the result of the number and size of the programs that NY&C purchased from Cygne. The increase in sales to Jordache was the result of the number and size of the programs that Jordache purchased from Cygne.

The increase in sales for the nine months of 2004 compared to the nine months of 2003 of $3,404,000 resulted from increased sales to NY&C of $223,000, increased sales to Jordache Enterprises of $2,551,000, and increased sales to other customers of $630,000. The increase in sales to NY&C was the result of the number and size of the programs that NY&C purchased from Cygne. The increase in sales to Jordache was the result of the number and size of the programs that Jordache purchased from Cygne. At October 30, 2004, Cygne has not received nor does it anticipate it will receive orders from Jordache Enterprises for delivery in the fourth quarter of 2004. Cygne’s sales to Jordache in the fourth quarter of 2003 were $563,000.

NY&C and Jordache accounted for 84% and 14%, respectively, of Cygne’s net sales for the third quarter of 2004 and 93% and 5%, respectively, of Cygne’s net sales for the third quarter of 2003. NY&C and Jordache accounted for 80% and 17%, respectively, of Cygne’s net sales for the nine months of 2004 and 91% and 8%, respectively, of Cygne’s net sales for the nine months of 2003.

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Gross Profit

The maintained gross profit for the third quarter of 2004 was $1,087,000, a decrease of $74,000 or 6% from the gross profit of $1,161,000 for the third quarter of 2003. The maintained gross profit for the nine months of 2004 was $3,233,000, an increase of $137,000 or 4% from the gross profit of $3,096,000 for the nine months of 2003.

The decrease in gross profit for the third quarter of 2004 compared to the third quarter of 2003 was attributable to the decrease in sales volume and higher overhead at the Company’s Guatemala manufacturing facility.

The increase in gross profit for the nine months of 2004 compared to the nine months of 2003 was attributable to the increase in sales volume and the sale of second quality inventory which had been marked down in prior periods for $300,000, offset in part by higher overhead at the Company’s Guatemala manufacturing facility and higher fabric and freight variances.

The gross margin percentage for the third quarter of 2004 was 12.8% compared to 12.7% for the third quarter of 2003. The gross margin percentage for the nine months of 2004 was 13.3% compared to 14.8% for the nine months of 2003. The decrease in gross margin for the nine months of 2004 compared to the nine months of 2003 was attributable to higher overhead at the Company’s Guatemala manufacturing facility and higher fabric and freight variances offset in part by the sale of second quality inventory which had been marked down in prior periods for $300,000.

Selling, General and Administrative Expenses

Selling, general, and administrative expenses for the third quarter of 2004 were $908,000, a decrease of $11,000 from $919,000 in the third quarter of 2003. Selling, general, and administrative expenses for the nine months of 2004 were $2,833000, an increase of $325,000 from $2,508,000 from the nine months of 2003.

The decreases in expense in the third quarter of 2004 compared to the third quarter of 2003 were principally comprised of a decrease in rent expense of $39,000 offset by an increase in sales commissions.

The increases in expense for the nine months of 2004 compared to the nine months of 2003 were principally comprised of costs incurred to move the New York office of $101,000, increase in sales commissions of $125,000, and an increase in net insurance costs of $40,000.

The selling, general and administrative expenses for the nine months of 2004 do not include the anticipated increase in accounting fees in year 2005 for compliance with Section 404 of the Sarbanes-Oxley Act of 2002. The anticipated increases in fees are projected to be in the $150,000 to $200,000 range.

Interest

Interest expense includes factor fees, factor early termination fees and the amortization of deferred financing costs.

Interest expense for the third quarter of 2004 was $56,000, a decrease of $3,000 from $59,000 from the third quarter of 2004. Interest expense for the nine months of 2004 was $159,000, an increase of $17,000 from 142,000 from the nine months of 2003.

The interest expense for the third quarter of 2004 is less than the comparable 2003 period due to lower factor fees in 2004 than 2003 which were caused by lower sales in 2004 as compared to 2003 offset in part by the 2004 facility termination fee paid to the factor. The interest expense for the nine months of 2004 is greater than the comparable 2003 period due to the 2004 factor facility termination fee paid to the factor.

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Provision for Income Taxes

The provision for income taxes for the third quarter of 2004 was $5,000 as compared to $8,000 in the third quarter of 2003. The provision for income taxes for the nine months of 2004 was $15,000 as compared to $24,000 for the first half of 2003. The decrease in tax in the third quarter of 2004 and the nine months of 2004 as compared to the comparable periods of 2003 was caused by the elimination of foreign income taxes.

Discontinued Operation

The sale of the Jordanian business in 2002 and its related operating results have been excluded from the results from continuing operations and are classified as a discontinued operation for all periods presented in accordance with the requirements of SFAS 144 “Accounting for Impairment or Disposal of Long-Lived Assets”. The discontinued operation expense of $5,000 for the third quarter of 2004 and $20,000 for the nine months of 2004 represents professional fees incurred in connection with Cygne’s arbitration case against Century Investment Group (“CIG”) for the collection of Cygne’s receivable from CIG of $433,000. This receivable was established in July 2002 in connection with CIG’s purchase from Cygne of its Jordan business.

Liquidity and Capital Resources

Effective January 1, 2003, the Company entered into an Amended and Restated Factoring Agreement with GMAC (‘Factor Agreement”). The Factor Agreement, which was scheduled to terminate on December 31, 2004, provides that the Company can borrow a percentage (under most conditions 50%) of the value of its factored customer invoices. Borrowings under this Factor Agreement bear interest at the prime rate (4.75% at October 30, 2004) plus 1.5% with a minimum interest rate of 6%. The factor fee is 0.5% of the customer invoice amount. Cygne guaranteed to GMAC its annual factor fee based on an annual sales volume of $20,000,000. The Factor Agreement is secured by substantially all of the Company’s assets. There were no outstanding loans at October 30, 2004 and the Company did not have any borrowings during the nine months ended October 30, 2004. The Company terminated its Factor Agreement as of October 30, 2004. At that time, the Company paid GMAC its contractual early termination fee of $22,500. Effective November 1, 2004 all trade receivables are the credit risk of Cygne. The Company does not anticipate that it will have another credit facility in place by January 29, 2005, the last day of its fiscal year, and the Company is not forecasting any borrowing needs during this period.

Total net cash used in operating activities for the nine months ended October 30, 2004 was $434,000 compared to total net cash provided by operating activities for the nine months ended November 1, 2003 of $412,000.

Net cash used in operating activities for the nine months of 2004 for the discontinued operation was $20,000. Net cash used in operating activities for the nine months of 2004 for continuing operations was $414,000. The components of cash used in continuing operating activities totaling $1,543,000 are (i) an increase in due from factor of $1,381,000, (ii) an increase in inventories of $150,000, and (iii) decrease in income taxes payable of $12,000. The cash used in continuing operations was partially offset by cash provided by operations totaling $1,129,000. The components of cash provided are (a) a decrease of other receivables and other assets of $137,000, (b) an increase in accounts payable of $360,000, (c) an increase in accrued expenses of $179,000, and (d) net income and depreciation of $453,000 from continuing operations.

Net cash used by operating activities in the nine months ended November 1, 2003 for the discontinued operation was $72,000. Net cash provided by operating activities in 2003 from continuing operations of $484,000 was comprised of funds provided by (i) an increase in accounts payable, accrued expenses and taxes payable by $1,132,000, (ii) a decrease of prepaid expenses of $156,000, and (iii) income from operations before depreciation of $645,000. The cash provided by operating activities from continuing operations was partially offset by cash used by operations totaling $1,449,000. The components of cash used were (a) an increase in inventory of $22,000 and (b) an increase in due from factor of $1,427,000.

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Cash used in investing activities in the nine months of 2004 of $228,000 consisted of the purchase of computer equipment in the amount of $16,000, sewing machines and other factory equipment in the amount of $90,000, and leasehold improvements to its New York office of $122,000.

Cash used in investing activities in the nine months of 2003 of $196,000 consisted of the purchase of computer equipment in the amount of $24,000 and the purchase of sewing machines in the amount of $172,000.

Effective May 24, 2004, the Company entered into a lease with an expiration date of October 31, 2008. Minimum payments for this lease for the next twelve months approximate $161,000.

There were no financing activities in the nine months of 2004 or in the nine months of 2003. At October 30, 2004 and at January 31, 2004, working capital was $5,848,000 and $5,742,000, respectively.

The Company’s financial performance for the next twelve months will depend on a variety of factors, including the amount of sales to NY&C and the effect on Cygne’s business on account of the discontinued textile import quotas by the United States effective January 1, 2005. As a result of the discontinuance of textile import quotas, the Company’s customers may be able to secure the products currently being purchased from the Company in other places at a lower price. If the Company has significant operating losses, the Company will face severe liquidity pressures, which would adversely affect the Company’s financial condition, results of operations and cash flows. The Company has in the past incurred costs in restructuring its operations due to the loss of customers. The Company is continuing to review its business operations and could incur additional costs in the future associated with the restructuring of its operations.

Effect of New Accounting Standards

There were no recently issued accounting standards that the Company believes will have a material effect on its financial position, results of operations, and cash flows.

Commitments and Contingencies

Leases

Commencing May 24, 2004, the Company entered into a new lease with an expiration date of October 31, 2008. Minimum future payments under this lease are as follows:

Off-Balance Sheet Arrangements

The Company has not created, and is not party to, any special-purpose or off-balance sheet entities for the purpose of raising capital, incurring debt or operating its business.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company does not believe it has a material exposure to market risk. The Company’s earnings may be affected by changes in short-term interest rates as a result of borrowings under it Factoring Agreement. At the Company’s current borrowing levels; a two percent increase in interest rates affecting the Company’s credit facility would not have a material effect on the Company’s year-to-date and projected 2004 net income.

Item 4. Controls and Procedures

The Company’s management with the participation of its chief executive officer and chief financial officer has evaluated the effectiveness of the Company’s disclosure controls and procedures as of October 30, 2004. Based on this evaluation, the Company’s chief executive officer and chief financial officer, concluded that the Company’s disclosure controls and procedures are effective in alerting them on a timely basis to material information required to be included in the reports that it files or submits under the Securities and Exchange Act of 1934, as amended. Such evaluation did not identify any change in the Company’s internal controls over financial reporting that occurred during the quarter ended October 30, 2004, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II. OTHER INFORMATION

Item 1. Legal proceedings

Pursuant to an agreement dated June 10, 2002 modified by an amendment dated July 29, 2002, the Company sold its Jordanian business to Century Investment Group for $833,000 plus the assumption of all outstanding liabilities of the Jordanian company of approximately $943,000. The agreement also stated that any disputes between the parties must be submitted to arbitration in Jordan.

The first payment of $400,000 was received at the closing and the final payment of $433,000 was due on April 30, 2003. As Cygne has not received the final payment of $433,000, it has submitted its claim for this payment to arbitration. As the outcome of this arbitration is uncertain, Cygne’s management, at January 31, 2004, deemed it appropriate to provide a reserve of $433,000 against this receivable.

The Company is involved in various legal proceedings that are incidental to the conduct of its business, none of which the Company believes could reasonably be expected to have a material adverse effect on the Company’s financial condition, results of operations and cash flows.

Item 4. Submission of Matters to a Vote of Security Holders

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Table of Contents

Item 6. Exhibits and Reports on Form 8-K

See Exhibit Index

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.

Exhibit Index

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