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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

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

 

For the quarterly period ended June 28, 2014

 

OR

 

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

 

For the transition period from U                    U to U                    U

 

Commission File Number: 000-20201

 

UHAMPSHIRE GROUP, LIMITEDU
(Exact name of registrant as specified in its charter)

 

Delaware	06-0967107
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
114 W. 41st Street, New York, New York	10036
(Address of principal executive offices)	(Zip Code)

 

(212) 840-5666

(Registrant’s telephone number, including area code)

 

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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  ☑ No ☐  

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑No  ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer  ☐      (Do not check if a smaller reporting company)	Smaller reporting company ☑

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐    No ☑

 

Number of shares of common stock outstanding as of July 31, 2014: 8,485,795

 

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HAMPSHIRE GROUP, LIMITED

TABLE OF CONTENTS

QUARTERLY REPORT ON FORM 10-Q

For the Quarterly Period Ended June 28, 2014

 

 

 

“SAFE HARBOR” STATEMENT	ii
PART I – FINANCIAL INFORMATION	1
Item 1.   Financial Statements.	1
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations.	15
Item 3.   Quantitative and Qualitative Disclosures About Market Risk.	21
Item 4.   Controls and Procedures.	21
PART II – OTHER INFORMATION	22
Item 1.   Legal Proceedings.	22
Item 1A.   Risk Factors.	22
Item 5.   Other Information.	22
Item 6.   Exhibits	22
SIGNATURES	23

 

 

“SAFE HARBOR” STATEMENT

UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

 

From time to time, we make oral and written statements that may constitute “forward-looking statements” (rather than historical facts), as defined in the Private Securities Litigation Reform Act of 1995 or by the Securities and Exchange Commission (the “SEC”) in its rules, regulations and releases, including Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We desire to take advantage of the “safe harbor” provisions in the Private Securities Litigation Reform Act of 1995 for forward-looking statements made from time to time, including, but not limited to, the forward-looking statements made in this Quarterly Report on Form 10-Q for the quarter ended June 28, 2014 (the “Form 10-Q”), as well as those made in other filings with the SEC.

 

Forward-looking statements can be identified by our use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “should,” “would,” “could,” “attempt,” “project,” “estimate,” “believe,” “continue,” “forecast,” “foresee” and other terms with similar meaning indicating possible future events or potential impact on our business or stockholders. The reader is cautioned not to place undue reliance on these forward-looking statements, which are not guarantees of future performance. The forward-looking statements are based on management’s current assumptions, beliefs, plans and expectations, all of which are subject to risks, uncertainties and changes in plans that could cause actual results to differ materially from those described in the forward-looking statements. The potential risks and uncertainties that could cause our actual future financial condition and results of operations to differ materially from those expressed or implied in our forward-looking statements include, but are not limited to, the risks described in Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (the “2013 Annual Report on Form 10-K”) and other information set forth in this Form 10-Q including under “Forward-Looking Statements” in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

We expressly disclaim any obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

 

As used herein, except as otherwise indicated by the context, the terms “Hampshire,” “Company,” “we,” “our” and “us” are used to refer to Hampshire Group, Limited and our wholly-owned subsidiaries.

 

 

PART I – FINANCIAL INFORMATION

 

 

Item 1. Financial Statements.

 

Hampshire Group, Limited

Unaudited Condensed Consolidated Balance Sheets

 

 

(In thousands, except par value and shares)		June 28, 2014				December 31, 2013
Current assets:
Cash and cash equivalents		$	649			$	1,385
Accounts receivable, net of allowances of $794 and $3,765 as of June 28, 2014 and December 31, 2013, respectively			7,922				15,458
Other receivables			240				250
Inventories, net			20,282				18,607
Other current assets			6,339				5,240
Assets of discontinued operations			—				177
Total current assets			35,432				41,117
Fixed assets, net			4,179				4,559
Goodwill			880				460
Intangible assets, net			13,602				13,082
Other assets			550				847
Total assets		$	54,643			$	60,065
Current liabilities:
Borrowings under credit facility		$	6,758			$	9,187
Accounts payable			9,407				4,201
Accrued expenses and other liabilities			7,022				6,276
Liabilities of discontinued operations			—				770
Total current liabilities			23,187				20,434
Long-term debt			3,000				3,000
Other long-term liabilities			14,324				14,366
Total liabilities			40,511				37,800
Commitments and contingencies (Note 8)
Stockholders’ equity:
Preferred stock, $0.10 par value, 1,000,000 shares authorized; none issued			—				—
Series A junior participating preferred stock, $0.10 par value, 10,000 shares authorized; none issued			—				—
Common stock, $0.10 par value, 13,333,333 shares authorized; 9,231,822 and 9,211,672 shares issued as of June 28, 2014 and December 31, 2013, respectively			923				921
Additional paid-in capital			42,174				41,436
Deficit			(23,475	)			(14,583	)
Treasury stock, 756,408 and 759,015 shares at cost as of June 28, 2014 and December 31, 2013, respectively			(5,490	)			(5,509	)
Total stockholders’ equity			14,132				22,265
Total liabilities and stockholders’ equity		$	54,643			$	60,065

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

  

Hampshire Group, Limited

Unaudited Condensed Consolidated Statements of Operations

 

 

		Three Months Ended								Six Months Ended
(In thousands, except per share data)		June 28, 2014				June 29, 2013				June 28, 2014				June 29, 2013
Net sales		$	14,699			$	26,136			$	30,801			$	45,050
Cost of goods sold			11,556				20,796				24,549				36,340
Gross profit			3,143				5,340				6,252				8,710
Selling, general and administrative expenses			7,354				8,441				14,634				16,444
Lease litigation settlement			—				(6,113	)			—				(6,113	)
Loss on lease obligations (Note 5)			82				520				82				520
(Loss) income from operations			(4,293	)			2,492				(8,464	)			(2,141	)
Other income (expense):
Interest income			—				—				—				1
Interest expense			(236	)			(84	)			(482	)			(179	)
Other, net			77				16				112				54
(Loss) income from continuing operations before income taxes			(4,452	)			2,424				(8,834	)			(2,265	)
Income tax provision			122				122				101				264
(Loss) income from continuing operations			(4,574	)			2,302				(8,935	)			(2,529	)
(Loss) income from discontinued operations, net of taxes			(3	)			(1,168	)			62				(1,719	)
Net (loss) income		$	(4,577	)		$	1,134			$	(8,873	)			(4,248	)
Basic (loss) income per share:
(Loss) income from continuing operations		$	(0.54	)		$	0.31			$	(1.06	)		$	(0.34	)
(Loss) income from discontinued operations, net of taxes			—				(0.16	)			0.01				(0.23	)
Net (loss) income		$	(0.54	)		$	0.15			$	(1.05	)		$	(0.57	)
Diluted (loss) income per share:
(Loss) income from continuing operations		$	(0.54	)		$	0.30			$	(1.06	)		$	(0.34	)
(Loss) income from discontinued operations, net of taxes			—				(0.15	)			0.01				(0.23	)
Net (loss) income		$	(0.54	)		$	0.15			$	(1.05	)		$	(0.57	)
Weighted-average number of common shares outstanding:
Basic			8,475				7,474				8,469				7,476
Diluted			8,475				7,580				8,469				7,476

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 

Hampshire Group, Limited

Unaudited Condensed Consolidated Statement of Stockholders’ Equity

 

 

		Common Stock								Additional								Treasury Stock								Total
(In thousands, except shares)		Shares				Amount					Paid-in Capital				Deficit			Shares				Amount					Stockholders’ Equity
Balance as of December 31, 2013			9,211,672			$	921			$	41,436			$	(14,583	)			759,015			$	(5,509	)		$	22,265
Net loss			—				—				—				(8,873	)			—				—				(8,873	)
Stock-based compensation			—				—				670				—				—				—				670
Issuance of common stock to directors in lieu of cash			20,150				2				68				—				—				—				70
Net exercise of stock options			—				—				—				(19	)			(2,607	)			19				—
Balance as of June 28, 2014			9,231,822			$	923			$	42,174			$	(23,475	)			756,408			$	(5,490	)		$	14,132

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 

Hampshire Group, Limited

Unaudited Condensed Consolidated Statements of Cash Flows

 

 

		Six Months Ended
(In thousands)		June 28, 2014				June 29, 2013
Cash flows from operating activities:
Net loss		$	(8,873	)		$	(4,248	)
Less: Income (loss) from discontinued operations, net of taxes			62				(1,719	)
Loss from continuing operations			(8,935	)			(2,529	)
Adjustments to reconcile loss from continuing operations to net cash provided by (used in) operating activities:
Depreciation and amortization			1,566				1,737
Lease litigation settlement			—				(6,113	)
Loss on lease obligations			82				520
Stock-based compensation			670				(227	)
Deferred income taxes			65				127
Loss on disposal of fixed assets			—				201
Changes in operating assets and liabilities:
Receivables, net			7,546				(3,248	)
Inventories, net			(1,675	)			(4,082	)
Other assets			(842	)			(681	)
Liabilities			4,313				5,491
Net cash provided by (used in) continuing operating activities			2,790				(8,804	)
Net cash used in operating activities of discontinued operations			(531	)			(993	)
Net cash provided by (used in) operating activities			2,259				(9,797	)
Cash flows from investing activities:
Capital expenditures			(267	)			(157	)
Acquisition of business (Note 2)			(300	)			—
Proceeds from disposal of fixed assets			1				—
Net cash used in investing activities			(566	)			(157	)
Cash flows from financing activities:
Repayments of line of credit, net of proceeds of borrowings			(2,429	)			—
Net cash used in financing activities			(2,429	)			—
Net decrease in cash and cash equivalents			(736	)			(9,954	)
Cash and cash equivalents at beginning of period			1,385				12,500
Cash and cash equivalents at end of period		$	649			$	2,546
Supplemental disclosures of cash flow information:
Issuance of common stock to directors in lieu of cash		$	70			$	—
Non-cash restricted stock forfeitures		$	—			$	368

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

  

Hampshire Group, Limited

Notes to Unaudited Condensed Consolidated Financial Statements

 

 

Note 1 – Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements of Hampshire Group, Limited and its subsidiaries (the “Company” or “Hampshire”) have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and the requirements of the United States Securities and Exchange Commission (the “SEC”) for interim reporting under Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements and should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

 

The information included herein is not necessarily indicative of the annual results that may be expected for the year ending December 31, 2014, but does reflect all adjustments (which are of a normal and recurring nature) considered, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. The preparation of the consolidated financial statements in accordance with GAAP requires management to make accounting estimates based on assumptions, judgments or projections of future results of operations and cash flows. Actual results could differ materially from these estimates under different assumptions or conditions. In addition, the Company’s revenues are subject to the seasonality of the apparel industry, which may result in fluctuations in financial results for interim periods.

 

On June 7, 2013, the Company sold certain assets of the scott james clothing brand and line. In accordance with GAAP, the financial position, results of operations and cash flows of this business have been presented as discontinued operations. For additional information, see Note 10 – Discontinued Operations. Additionally, certain prior year amounts in the consolidated financial statements have been reclassified to conform to the 2014 presentation. The reclassifications had no effect on previously-reported net loss or stockholders’ equity.

 

In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-08 (“ASU 2014-08”), “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” ASU 2014-08 changes the criteria for determining which disposals can be presented as discontinued operations and modifies the related disclosure requirements. Under the new guidance, a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results and is disposed of or classified as held for sale. The standard also introduces several new disclosures. The guidance applies prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date. ASU 2014-08 is effective for annual and interim periods beginning after December 15, 2014, with early adoption permitted. Hampshire will adopt this standard effective January 1, 2014 and does not expect that the adoption will have a material effect on its financial statements.

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The new standard is effective for reporting periods beginning after December 15, 2016 and early adoption is not permitted. The comprehensive new standard will supersede existing revenue recognition guidance and require revenue to be recognized when promised goods or services are transferred to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. Adoption of the new rules could affect the timing of revenue recognition for certain transactions. The guidance permits two implementation approaches, one requiring retrospective application of the new standard with restatement of prior years and one requiring prospective application of the new standard with disclosure of results under old standards. For Hampshire, the new standard will be effective January 1, 2017, and the Company is currently evaluating the impacts of adoption and the implementation approach to be used.

 

Note 2 – Acquisition

 

On February 19, 2014, the Company entered into an Installment Purchase and Sale Agreement (the “Agreement”) with Maverick J, LLC (“Maverick J”) and Maverick J, SPE, LLC (“Maverick SPE,” and collectively with Maverick J, “Seller”), Rick Solomon Enterprises, Inc. and Richard Solomon pursuant to which the Company acquired certain assets of the Seller, including the James Campbell trademarks and brands (subject to a license and deferred transfer as described below) and the following related assets: historical drawings, patterns, designs, teck packs and any other historical and related intellectual property, fabric swatches, library/trim records and certain samples.

 

 

The Company has agreed to pay minimum aggregate purchase price consideration of $1.3 million, of which $300,000 was paid at closing and the balance is payable in installments totaling $500,000 in each of 2015 and 2016. The Company has also agreed to pay Seller for each of the five years following the closing, additional purchase price payments, referred to as “excess payments,” equal to 5% of annual net sales, as defined, in excess of $5.0 million; provided that if and when Seller has received an aggregate of $2.5 million of purchase price (including the excess payments), the excess payment percentage rate will be reduced to 2.5% with respect to all net sales made thereafter.

 

The Company has agreed to assume certain licenses of Seller and has also separately agreed to purchase up to 22,000 units of excess finished goods inventory of Maverick J for an amount equal to 115% of invoiced cost.

 

The James Campbell trademarks and brands initially will be licensed to the Company on an exclusive basis pursuant to a Master License Agreement dated as of February 19, 2014 (the “License Agreement”) between Maverick SPE and the Company. Title to the trademarks and brands will be transferred to the Company on the date (referred to as the “Slated Transfer Date”) when the Seller has received an aggregate of $1.25 million of purchase price (including excess payments), provided that:

 

●

The Company has net worth, excluding goodwill, of $1.25 million and is not in material breach of any of its bank covenants with its lenders; and

●

No license termination event, as defined, has occurred.

 

In the event that the conditions in the two preceding bullets are not satisfied as of the Slated Transfer Date, the License Agreement will continue and title to the James Campbell trademarks and brands will be transferred to the Company on the earlier of:

 

●

The date that the Company’s net worth, excluding goodwill, exceeds $2.5 million less the aggregate amount of purchase price and excess payments received by Seller through such date; provided that the Company is not in material breach of any of its bank covenants with its lenders and provided that all payments required to be paid through such date pursuant to the Agreement and the License Agreement have been made by the Company through such date; and

●

December 31, 2018 (provided that all payments required pursuant to this Agreement and the License Agreement have been made by the Company through such date).

 

The License Agreement will terminate upon the first to occur of:

 

●

The transfer of the James Campbell trademarks and brands to the Company pursuant to the Purchase Agreement; or

●

The termination of the License Agreement by Seller as a result of the default by the Company of its payment obligations or a breach by the Company of certain provisions of the Agreement or the License Agreement or of its obligation to purchase the excess inventory.

 

The agreements contain other terms typical of transactions of this type, including representations and warranties, indemnification, covenants, events of default and termination.

 

The Company acquired the James Campbell business described above as part of its strategy to diversify its product and customer base by adding owned brands to the Company’s portfolio.

 

The acquisition of the James Campbell business was accounted for as a business combination in accordance with the acquisition method of accounting pursuant to Financial Accounting Standards Board Accounting Standards Codification 805, “Business Combinations,” which requires recording identifiable assets acquired and liabilities assumed at their fair values, with the excess of the fair value of the consideration transferred over the fair value of the net assets acquired recorded as goodwill.

 

 

 

The estimated acquisition-date fair value of the total purchase price consideration transferred to acquire the James Campbell business is summarized below:

 

(In thousands)
Minimum consideration:
Cash paid at closing		$	300
Liability incurred for installments payable			983
Liability incurred for contingent consideration (excess payments)			467
Total purchase price consideration		$	1,750

 

The fair value of the installments payable liability was determined by discounting the minimum installment amounts payable as of the acquisition date using a discount rate of 1.1%, which represents the after-tax 2-year BB Industrial Bond Index yield as of the acquisition date (Level 3 of the GAAP fair value hierarchy, or “Level 3”).

 

The fair value of the contingent consideration liability was determined by discounting the expected excess payments as of the acquisition date based on projected full year revenues ranging from approximately $7.9 million to approximately $10.2 million and using a discount rate of 17.0%, which represents the estimated weighted-average cost of capital (Level 3). As of June 28, 2014, there was no change in the range of outcomes or discount rate for the contingent consideration liability recognized as of the acquisition date and, as a result, there was no significant change in the recognized amount of the contingent consideration liability.

 

As of June 28, 2014, of the total liabilities recorded for the installments payable and contingent consideration payable, approximately $0.4 million is included in Accrued expenses and other liabilities and approximately $1.1 million is included in Other long-term liabilities in the consolidated balance sheet and such amounts approximate fair value.

 

In connection with the acquisition of the James Campbell business, the Company assumed no liabilities. Therefore, the total purchase price was allocated to the identifiable assets acquired and was based on the Company’s estimates of their acquisition-date fair values. The allocation of the purchase price to the fair value of the identifiable assets acquired as of the acquisition date is summarized below:

 

(In thousands)
Goodwill		$	420
Intangible assets:
Customer relationships			230
Trade names			1,100
Total assets acquired		$	1,750

 

The goodwill recognized primarily represents expected synergies from the Company’s sourcing relationships, as well as the creative design and industry expertise of the assembled workforce related to the James Campbell business. None of the goodwill recognized is expected to be deductible for tax purposes.

 

The Company identified intangible assets related to customer relationships and trade names, which will be amortized on a straight-line basis over their estimated useful lives of 10 years and 12 years, respectively. The fair value of these intangible assets was determined based on the discounted cash flow method (Level 3).

 

As discussed above, the Company has also separately agreed to purchase certain excess finished goods inventory of Maverick J. As of June 28, 2014, the Company had purchased approximately $113,000 of such inventory, which was accounted for separately from the business combination and recorded at cost in Inventories, net in the consolidated balance sheet.

 

The results of operations related to the James Campbell business have been included in the consolidated financial statements beginning on the acquisition date. The amount of James Campbell’s net sales included in the consolidated statements of operations for both the three and six months ended June 28, 2014 was $31,000. The amount of James Campbell’s net loss included in the consolidated statements of operations for the three months ended June 28, 2014 was approximately $0.3 million and for the six months ended June 28, 2014 was approximately $0.7 million, which included approximately $0.2 million of acquisition-related costs, which were recorded in Selling, general and administrative expenses in the consolidated statements of operations.

 

 

Note 3 – Inventories, Net

 

Inventories, net as of June 28, 2014 and December 31, 2013 consisted of the following:

 

(In thousands)		June 28, 2014				December 31, 2013
Finished goods		$	11,288			$	8,321
Work-in-process			3,807				3,042
Raw materials and supplies			5,187				7,244
Inventories, net		$	20,282			$	18,607

 

Note 4 – Goodwill and Intangible Assets, Net

 

As discussed in Note 2 – Acquisition, in connection with the acquisition of the James Campbell business, the Company recorded goodwill, as well as identifiable intangible assets with finite lives, which consisted of customer relationships and trade names.

 

Goodwill

 

Goodwill as of June 28, 2014 and December 31, 2013 consisted of the following:

 

(In thousands)		June 28, 2014				December 31, 2013
Acquisition of James Campbell		$	420			$	—
Acquisition of Rio Garment S.A. (“Rio”)			460				460
Goodwill		$	880			$	460

 

Intangible Assets, Net 

 

Intangible assets as of June 28, 2014 and December 31, 2013 consisted of the following:

 

		June 28, 2014												December 31, 2013
(In thousands)		Gross Carrying Amount				Accumulated Amortization				Net				Gross Carrying Amount				Accumulated Amortization				Net
James Campbell:
Customer relationships		$	230			$	(8	)		$	222			$	—			$	—			$	—
Trade names			1,100				(30	)			1,070				—				—				—
Rio:
Customer relationships			16,441				(4,235	)			12,206				16,441				(3,487	)			12,954
Non-compete agreement			240				(136	)			104				240				(112	)			128
Intangible assets		$	18,011			$	(4,409	)		$	13,602			$	16,681			$	(3,599	)		$	13,082

 

Intangible asset amortization expense was approximately $0.4 million for both the three months ended June 28, 2014 and June 29, 2013 and approximately $0.8 million for both the six months ended June 28, 2014 and June 29, 2013. Annual intangible amortization expense for the next five years is estimated to be as follows:

(In thousands)
Full year 2014		$	1,638
2015			1,657
2016			1,641
2017			1,609
2018			1,609

 

 

  

Note 5 – Loss on Lease Obligations

 

In 2011, the Company completely vacated two of the five floors leased of its corporate office space in New York, NY and, as a result, the Company recorded a loss on lease obligation of approximately $6.3 million, which was net of the release of deferred rent attributable to the vacant space. The Company accrued additional loss on lease obligation charges of approximately $0.5 million in the second quarter of 2013 and approximately $4.9 million in the fourth quarter of 2013, primarily as a result of the Company completely vacating an additional floor of the New York office in December 2013. The additional loss on lease obligation charge in the fourth quarter of 2013 was net of the release of deferred rent attributable to the additional vacant space. In the second quarter of 2014, the Company accrued an additional loss on lease obligation charge of approximately $0.1 million.

 

As of June 28, 2014 and December 31, 2013, total loss on lease obligation liabilities (including other office leases separate from the New York office lease) of approximately $3.9 million and $3.6 million, respectively, are included in Accrued expenses and other liabilities and approximately $6.6 million and $7.8 million, respectively, are included in Other long-term liabilities in the unaudited condensed consolidated balance sheets.

 

A reconciliation of the beginning and ending liability balances for the total loss on lease obligations for the three months and six months ended June 28, 2014 is shown below:

 

		Three Months Ended June 28, 2014												Six Months Ended June 28, 2014
		New York												New York
(In thousands)		Office				Other				Total				Office				Other				Total
Beginning of period		$	10,789			$	155			$	10,944			$	11,253			$	188			$	11,441
Charges to expense for:
Additional loss on lease obligations			62				20				82				62				20				82
Accretion			156				3				159				320				5				325
Payments, net of sublease rentals received			(674	)			(15	)			(689	)			(1,302	)			(50	)			(1,352	)
End of period		$	10,333			$	163			$	10,496			$	10,333			$	163			$	10,496

 

The Company is actively seeking to sublease the New York office and will vacate additional space if subleasing opportunities arise. If the Company vacates additional space or subleases the New York office, in whole or in part, at rates that are significantly lower than the estimated sublease rentals assumed in the calculation of these loss on lease obligation liabilities or if such sublease arrangements include other terms that are unfavorable versus current assumptions, additional losses on lease obligations may be required and may be material to the unaudited condensed consolidated financial statements.

 

Note 6 – Credit Agreement

 

The Company and certain of its subsidiaries (collectively, the “Borrowers”) are party to a credit agreement (the “Credit Agreement”) with Salus Capital Partners, LLC (the “Lender”), which provides for: (i) a $27.0 million revolving credit facility (which includes up to $15.0 million for letters of credit), subject to borrowing base limitations and (ii) a $3.0 million term loan. On February 24, 2014, the Lender extended the Company additional borrowing availability under the Credit Agreement to include inventory assets held at Rio’s Honduran facilities, which were previously excluded from the borrowing base. The Credit Agreement will expire, and all outstanding loans will become due and payable, on September 26, 2016. 

 

As of June 28, 2014, the Company had outstanding borrowings of $3.0 million on the term loan and approximately $6.8 million on the revolving credit facility and had $23,000 of letters of credit outstanding under the Credit Agreement. As of June 28, 2014, the Company had approximately $2.0 million of availability under the revolving credit facility.

 

As of June 28, 2014, the interest rate on both the term loan and the outstanding borrowings on the revolving credit facility was 8.0%. As of June 28, 2014, the fair value of the term loan was approximately $3.0 million and was determined by discounting the cash flows using the current interest rate on the loan (Level 3).

 

 

In the event that average availability under the revolving credit facility is less than $5.0 million calculated on a three month rolling basis, the Borrowers are required to meet minimum consolidated EBITDA levels set forth in the Credit Agreement. On April 11, 2014, the Borrowers entered into an amendment to the Credit Agreement to: (i) amend certain terms, including an adjustment to the minimum consolidated EBITDA levels under this financial covenant effective for the period beginning February 28, 2014 through December 31, 2014 and (ii) add an additional financial covenant, which, commencing on May 31, 2014, requires average availability under the revolving credit facility to not be less than $2.0 million calculated on a three month rolling basis as measured on the last day of each month. During the quarter ended June 28, 2014, the average availability under the revolving credit facility calculated on a three month rolling basis fell below the $2.0 million minimum and, therefore, the Company was not in compliance with this covenant.

 

For each month ended May 31, 2014, June 30, 2014 and July 31, 2014, the average availability under the revolving credit facility calculated on a three month rolling basis fell below the $2.0 million minimum and, therefore, the Company was in default of this covenant. On August 12, 2014, at the Borrowers’ request, the Borrowers and Lender entered into the Waiver and Second Amendment to the Credit Agreement to: (i) waive the defaults; (ii) amend certain terms, including an adjustment to the minimum consolidated EBITDA levels under this financial covenant effective for the period beginning June 30, 2014 through December 31, 2014; and (iii) amend the financial covenant, which, as amended, on August 31, 2014 and September 30, 2014, will require average availability under the revolving credit facility to not be less than $1.0 million calculated on a three month rolling basis as measured on the last day of each month and for each month ending after September 30, 2014, will require average availability under the revolving credit facility to not be less than $2.0 million calculated on a three month rolling basis as measured on the last day of each month. As a result of this amendment, the Borrowers expect to be in compliance with the covenants through December 31, 2014. The Borrowers are not subject to any other financial covenants.

  

Note 7 – Income Taxes

 

The Company’s provision for income taxes for the quarters ended June 28, 2014 and June 29, 2013 is comprised primarily of foreign income tax withholdings, state minimum income taxes, and interest and penalties on unrecognized tax benefits.

 

As of June 28, 2014, the Company has recorded a deferred tax liability of approximately $1.2 million for foreign income tax, which represents a 10% Honduran dividend withholding tax on the undistributed earnings of its Honduran subsidiary. These foreign withholding taxes will generate income tax credits in the U.S. when such amounts are paid, but these tax benefits are currently not recognized due to a full valuation allowance on the Company’s deferred tax assets.

 

As of June 28, 2014, unrecognized tax benefits of approximately $2.4 million, including approximately $1.5 million of accrued interest and penalties, are included in Other long-term liabilities in the unaudited condensed consolidated balance sheet. The Company anticipates that total unrecognized tax benefits will increase by approximately $0.1 million within the next twelve months.

 

The Company maintains a full valuation allowance on all of the net deferred tax assets due to the significant negative evidence with regards to future realization of these net deferred tax assets as of June 28, 2014 and June 29, 2013. Excluding the valuation allowances on net deferred tax assets, in the three months ended June 28, 2014, the Company would have recognized a tax benefit from continuing operations of approximately $1.3 million, or an effective tax rate of 29.8%, due to losses incurred during the period, and in the six months ended June 28, 2014, the Company would have recognized a tax benefit from continuing operations of approximately $2.4 million, or an effective tax rate of 27.3%, due to losses incurred during the period. Excluding the valuation allowances on net deferred tax assets, in the three months ended June 29, 2013, the Company would have recognized tax expense from continuing operations of approximately $1.5 million, or an effective tax rate of 62.0%, due to pre-tax income during the period, and in the six months ended June 29, 2013, the Company would have recognized a tax benefit from continuing operations of approximately $0.2 million, or an effective tax rate of 8.8%, due to losses incurred during the period. The effective tax rates vary from the statutory rates due primarily to changes in unrecognized tax benefits, changes in valuation allowances, foreign income taxes and nondeductible expenses.

 

Note 8 – Commitments and Contingencies

 

New York Office Lease

 

Information regarding litigation filed against the Company by the Supreme Court-appointed receiver of the New York office building is presented in Note 11 – Commitments and Contingencies – Legal Items – New York office lease included in the Company’s consolidated financial statements for the year ended December 31, 2013 contained in the 2013 Annual Report on Form 10-K and is incorporated herein by reference.

 

 

On February 23, 2011, the receiver of the subject property commenced a non-payment proceeding in the Civil Court of the City of New York (the “Court”) against the Company. The receiver sought payment of allegedly past due and unpaid rent and additional rent under the New York lease, totaling approximately $7.1 million. On July 30, 2012, the Court commenced a trial on the matter. The trial was concluded on December 19, 2012, and the respective parties filed post trial briefs and reply briefs with the Court on January 23, 2013, and February 5, 2013, respectively. On June 10, 2013, the Court ruled that the Company was entitled to rent abatement for all but approximately $0.3 million of the plaintiff’s claim. Additionally, the Court awarded the Company legal fees and expenses for their defense in this litigation. The receiver filed a Notice of Appeal of the Decision, Order and Judgment of the trial court, which it perfected (i.e., filed the record on appeal and appellate brief) on April 9, 2014. The Company filed an opposition brief on May 1, 2014. Thereafter, the appellate court adjourned the appeal until its September term, meaning the receiver’s reply brief will be due on August 7, 2014, and argument will be heard on either September 3, 2014, or September 10, 2014.

 

The receiver claimed that the Notice of Appeal automatically stayed any hearing on the amount of legal fees and expenses due and owing to the Company until the award of attorneys’ fees is upheld on appeal. The Company moved before the trial court for an order directing the receiver to increase his undertaking on appeal to account for the Company’s attorneys’ fees, which was granted. The receiver appealed this decision as well, and the appellate court ruled that the receiver would not have to post the additional undertaking until the appeal of the undertaking decision was heard. The undertaking appeal will be heard on the same day as the appeal on the Court’s decision after trial, on either September 3, 2014, or September 10, 2014.

 

Based on information obtained from its counsel, the Company believes that the rent abatement judgment will be upheld on appeal and as previously reported, in the second quarter of 2013, of the $6.3 million previously accrued for disputed unpaid rent, the Company reversed approximately $6.1 million, which is reflected in Lease litigation settlement in the consolidated statement of operations. The Court’s award for the Company’s legal fees and expenses has not been recorded due to the uncertainty of the separate hearing.

 

Matters Related to scott james

 

As further discussed in Note 10 – Discontinued Operations, the Company sold its scott james business in June 2013. Information regarding the Company’s settlement agreements and the related settlement amounts regarding two leases and a service agreement related to the scott james business is presented in Note 11 – Commitments and Contingencies – Legal Items – Boston retail store lease, – Minneapolis outlet store lease and – Service agreement included in the Company’s consolidated financial statements for the year ended December 31, 2013 contained in the 2013 Annual Report on Form 10-K and is incorporated herein by reference. All such settlement amounts, which totaled approximately $60,000 for the two leases and approximately $0.2 million for the service agreement, were recorded in Liabilities of discontinued operations in the consolidated balance sheet as of December 31, 2013 and were paid in the first quarter of 2014.

 

Additionally, as a result of the purchasers’ breach of the scott james asset purchase agreement by their failure to pay all amounts owed to the Company under such agreement, in January 2014, the Company obtained ownership of certain intellectual property assets from Scott James Company, LLC (one of the purchasers) and its affiliates pursuant to a public sale foreclosure in accordance with the Uniform Commercial Code. In April 2014, the Company filed suit against the purchasers in the United States District Court for the Southern District of New York seeking damages of approximately $1.0 million arising from their breach of the asset purchase agreement. The purchasers did not file a response to the lawsuit, and the Company is seeking a default judgment against the purchasers. The default judgment proceedings are pending.

 

Other

 

The Company is from time to time involved in other litigation incidental to the conduct of its business, none of which is expected to be material to its business, financial condition or operations.

 

 

Note 9 – Related Party Transactions

 

Buxbaum Group

 

Information regarding the Company’s agreements with Buxbaum Holdings, Inc., d/b/a Buxbaum Group (“Buxbaum Group”) related to services provided to the Company by Paul Buxbaum (the Company’s CEO) is presented in Note 12 – Related Party Transactions – Buxbaum Group Agreements included in the Company’s consolidated financial statements for the year ended December 31, 2013 contained in the 2013 Annual Report on Form 10-K and is incorporated herein by reference. During the three and six months ended June 28, 2014, the Company incurred $112,500 and $225,000, respectively, in fees to Buxbaum Group pursuant to these agreements. During the three and six months ended June 29, 2013, the Company incurred $225,000 and $412,500, respectively, in fees to Buxbaum Group pursuant to these agreements.

 

On December 23, 2013, on behalf of the Company, Buxbaum Group remitted $120,000 to one of the Company’s vendors. As such, the Company recorded a liability due to Buxbaum Group, which was included in Accrued expenses and other liabilities in the unaudited condensed consolidated balance sheet as of December 31, 2013. The Company repaid this $120,000 liability to Buxbaum Group on January 7, 2014.

 

Liquidation Support Agreement

 

In connection with the Lender’s extension of additional borrowing availability to the Company under the Credit Agreement to include inventory assets held at Rio’s Honduran facilities, which is discussed in Note 6 – Credit Agreement, on February 6, 2014, at the request of the Lender, Mr. Buxbaum entered into a liquidation support agreement with the Lender. Pursuant to such agreement and at no cost to the Company, Mr. Buxbaum will provide certain liquidation services to the Lender in the event of a default under the Credit Agreement.

 

License Agreement with Sole Asset Holdings, Inc. doing business as “Gramicci”

 

On July 1, 2014, the Company announced that it had entered into a license agreement with Sole Asset Holdings, Inc., which does business under the name Gramicci, a California-based hiking and climbing-inspired brand owned by Paul Buxbaum, the Company’s Chief Executive Officer. The three-year agreement provides the Company with licensing rights to design, develop and produce Gramicci brand men’s and women’s apparel, which is sold to retailers, as well as through its ecommerce website.

 

Additionally, the Company:

●

has assumed all of Gramicci’s rights and obligations under a distributor agreement during the term of the license agreement;

●

will reimburse Gramicci for any rents and operational expenses paid by Gramicci during the term of the license agreement in connection with Gramicci’s lease and operation of its office;

●

will assume all of Gramicci’s obligations for the Fall 2014 line of licensed products, including the fulfillment of all current purchase orders for such products;

●

will purchase certain of Gramicci’s existing inventory for an amount equal to invoice cost plus freight and may also acquire certain samples from Gramicci; and

●

will pay to Gramicci annually, within 30 days after the completion of the Company’s annual audit, a sales royalty equal to the lesser of: (i) 4% of net sales (as defined in the license agreement) during each fiscal calendar year (or partial fiscal year, as applicable) of the license agreement or (ii) 20% of Adjusted EBITDA (as defined in the license agreement).

 

The license agreement contains other terms typical of transactions of this type, including representations and warranties, indemnification, covenants, events of default and termination. A copy of the license agreement is furnished with this Report as Exhibit 99.1.

 

Other

 

During the three and six months ended June 28, 2014, the Company paid approximately $30,000 and $0.1 million, respectively, for screen printing services to a vendor affiliated with David Gren (the president of Rio). During the three and six months ended June 29, 2013, the Company paid approximately $0.2 million and $0.4 million, respectively, to this vendor. Accounts payable to this vendor was less than $1,000 and $28,000 as of June 28, 2014 and December 31, 2013, respectively.

 

 

Note 10 – Discontinued Operations

 

On June 7, 2013, the Company sold certain assets of the scott james clothing brand and line. In accordance with GAAP, the unaudited condensed consolidated financial statements reflect the financial position, results of operations and cash flows of the scott james business as discontinued operations.

 

The assets and liabilities of the Company’s discontinued operations are included in Assets of discontinued operations and Liabilities of discontinued operations, respectively, in the unaudited condensed consolidated balance sheets. The underlying assets and liabilities of the discontinued operations as of June 28, 2014 and December 31, 2013 were as follows: 

 

(In thousands)		June 28, 2014				December 31, 2013
Trade and other receivables, net		$	—			$	123
Inventories, net			—				51
Other current assets			—				3
Assets of discontinued operations		$	—			$	177
Accrued expenses and other liabilities		$	—			$	770
Liabilities of discontinued operations		$	—			$	770

 

The operating results for the discontinued operations for the three and six months ended June 28, 2014 and June 29, 2013 were as follows:

 

		Three Months Ended									Six Months Ended
(In thousands)		June 28, 2014				June 29, 2013				June 28, 2014				June 29, 2013
Net sales		$	1			$	441			$	110			$	1,448
Gross (loss) income			(15	)			(500	)			92				(1,051	)
Loss on sale of discontinued operations			—				(668	)			—				(668	)
(Loss) income from discontinued operations before income taxes			(15	)			(1,168	)			92				(1,719	)
Income tax provision (benefit)			(12	)			—				30				—
(Loss) income from discontinued operations, net of taxes		$	(3	)		$	(1,168	)		$	62			$	(1,719	)

 

Cash flows related to discontinued operations have been reported separately in the consolidated statements of cash flows.

 

Note 11 – (Loss) Income Per Share

 

No adjustments to (loss) income from continuing operations were necessary to calculate basic and diluted net (loss) income per share from continuing operations for all periods presented other than the three months ended June 29, 2013.

 

The weighted-average number of common shares outstanding used to calculate basic and diluted net (loss) income per share from continuing operations for the three and six months ended June 28, 2014 and June 29, 2013 was as follows:

 

		Three Months Ended								Six Months Ended
(In thousands)		June 28, 2014				June 29, 2013				June 28, 2014				June 29, 2013
Basic weighted-average number of common shares outstanding			8,475				7,474				8,469				7,476
Effect of potentially dilutive securities (stock options)			—				106				—				—
Diluted weighted-average number of common shares outstanding			8,475				7,580				8,469				7,476

 

For both the three and six months ended June 28, 2014, options to purchase 1,394,375 shares were excluded from the calculation of dilutive shares as the impact would have been anti-dilutive due to the loss from continuing operations. For the six months ended June 29, 2013, options to purchase 473,625 shares were excluded from the calculation of dilutive shares as the impact would have been anti-dilutive due to the loss from continuing operations

 

 

Note 12 - Subsequent Events

 

On August 12, 2014, the Company’s Credit Agreement was amended and certain covenants were waived. See Note 6.

 

On July 1, 2014, the Company entered into a license agreement with Sole Asset Holdings, Inc., which is owned by a related party. See Note 9.

  

 

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

  

FORWARD-LOOKING STATEMENTS

 

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included in Item 1. Financial Statements in this report. The following discussion contains statements that are forward-looking. These statements are based on expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of, among other reasons, factors discussed in the “Safe Harbor” statement on page ii of this report, in Part I, Item 1A. Risk Factors of our 2013 Annual Report on Form 10-K and elsewhere in this report. Our 2013 Annual Report on Form 10-K includes the following risk factors:

 

●

A prolonged period of depressed consumer spending;

●

Use of foreign suppliers for raw materials and manufacture of our products, including a manufacturing facility based in Honduras;

●

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 goodwill and acquired intangible assets;

●

Unanticipated expenses beyond amounts 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 global economic, political and social conditions;

●

Fluctuations in the price of raw materials adversely affecting our results of operations;

●

Adverse fluctuations and volatility in energy and fuel costs;

●

Potential restrictions in our ability to borrow under our revolving credit facility;

●

Lack of sufficient liquidity to fund our operations;

●

Failure to realize expected benefits from our cost savings plan; and

●

Cyber-security risks, which could negatively impact the security of our sensitive information and technology.

 

OVERVIEW

 

Hampshire Group, Limited is a provider of fashion apparel across a broad range of product categories, channels of distribution and price points. As a holding company, we operate through our wholly-owned subsidiaries, Hampshire Brands, Inc. (“Hampshire Brands”), Hampshire International, LLC and Rio Garment S.A (“Rio”).

 

Hampshire Brands designs and markets men’s sportswear to department stores, chain stores and mass market retailers under licensed brands. We offer a full tops assortment under the Dockers® brand and a full men’s assortment under our new James Campbell® brand (which is discussed further below), both of which are licensed. Under our multi-year licensing agreement with Dockers® for its men’s “good” category tops in the United States, we oversee the design, production, sales and distribution of the line to certain chain and department stores including Kohl’s Department Stores, Inc., J.C. Penney Company, Inc. and Sears Holding Corporation. The woven and knit line includes button down shirts, polos, fleece tops and t-shirts and we believe that these categories complement and strengthen the marketability of our Dockers® sweater offering and, taken together, help to ensure we have a compelling international brand to offer to retailers.

 

 

Rio, acquired in 2011, is a Honduras-based apparel manufacturer, designing, sourcing and manufacturing knit tops for men, women and children, which are sold to retailers and distributors, primarily in the United States. Rio’s manufacturing platform primarily supports the vertical specialty store channel. Our manufacturing operations begin with the purchase of fabric and other raw materials from third-party suppliers. The fabrics are ultimately sewn into finished garments at our textile facility or at the facilities of third-party contractors located in Honduras. Rio also purchases yarn and outsources fabric production to third parties where, upon completion, the fabric returns to the Rio facility for production. Our garments may also be embellished and prepared for retail (with any combination of services, including ticketing, hang tags and hangers) by Rio or third-party contractors.

 

On February 19, 2014, we entered into an installment purchase and sale agreement with Maverick J, LLC, a Rick Solomon company, for the acquisition of the privately-held James Campbell® brands. James Campbell® is a West Coast designer brand positioned in the luxury sector of the men’s market and operates under the brands James Campbell, J. Campbell, Cultura International and Malibu Cowboy. James Campbell is sold in better stores in the United States with Nordstrom, Inc. the largest customer. For additional information, see Item 1. Financial Statements, Note 2 – Acquisition.

 

On April 1, 2014, we entered into a license agreement with Levi Strauss & Co. for their Dockers brand in the women’s apparel category. The agreement provides us with the licensing rights to design, source, market and service the women’s category for both tops and bottoms beginning with the Spring 2015 season. The license is for the U.S. market beginning with Spring 2015 and extends to include Mexico and Canada for Fall 2015. The initial agreement runs through 2018. On May 12, 2014, we entered into an extension to our license agreement with Levi Strauss & Co. through 2018 for their Dockers brand’s men’s tops business, which includes knit and woven tops, as well as sweaters for the U.S. market. Additionally, on July 16, 2014, we announced that we had entered into a master supply agreement with Levi Strauss & Co. under which we will supply knit shirts, woven shirts and sweaters to Dockers’ global business. This new agreement extends our relationship with Dockers beyond North America, making us the exclusive supplier of all tops for the Dockers brand worldwide. Under this agreement, which goes into effect beginning with the Fall 2015 product line, we will provide technical design and sourcing services in support of Dockers’ global strategy, which are functions that Dockers previously handled internally.

 

On July 1, 2014, we announced that we had entered into a license agreement with Sole Asset Holdings, Inc., which does business under the name Gramicci, a California-based hiking and climbing-inspired brand owned by our Chief Executive Officer, Paul Buxbaum. The three-year agreement provides us with licensing rights to design, develop and produce Gramicci brand men’s and women’s apparel, which is sold to retailers, as well as through its ecommerce website. For additional information, see Item 1. Financial Statements, Note 9 – Related Party Transactions – Gramicci License Agreement.

 

In the past, our business was highly seasonal as a result of our product mix including a high concentration of sweaters. Although not as significant as in prior years, our business continues to be subject to seasonality, with approximately 57% of our sales during 2013 occurring in the third and fourth quarters. Our income or loss from continuing operations has generally been correlated with revenue, as a large percentage of our gross profits have historically been generated in the third and fourth quarters. In 2014 and beyond, we expect this seasonality to decline further as a result of the Dockers® and James Campbell® and Gramicci licenses, which we believe will increase our sales during the spring season.

 

RESULTS OF CONTINUING OPERATIONS

 

As discussed in Item 1. Financial Statements, Note 10 – Discontinued Operations, on June 7, 2013, we sold certain assets of the scott james clothing brand and line. In accordance with United States generally accepted accounting principles (“GAAP”), the unaudited consolidated financial statements reflect the financial position, results of operations and cash flows of the scott james business as discontinued operations.

 

Quarterly Comparison – Three Months Ended June 28, 2014 and June 29, 2013

		Three Months Ended
(In thousands)		June 28, 2014				June 29, 2013
Net sales		$	14,699			$	26,136
Gross profit			3,143				5,340
Selling, general and administrative expenses			7,354				8,441
Lease litigation settlement			—				(6,113	)
Loss on lease obligations			82				520
(Loss) income from continuing operations before income taxes			(4,452	)			2,424
Income tax provision			122				122
(Loss) income from continuing operations			(4,574	)			2,302

  

 

Net Sales

Net sales decreased 43.8% to approximately $14.7 million in the three months ended June 28, 2014 compared to approximately $26.1 million in the same period last year. The reconciliation of net sales is outlined in the table below:

 

(Dollars in thousands)		Dollars				Percentage of 2013
Net sales for the quarter ended June 29, 2013		$	26,136				100.0	%
Effect of volume			(11,109	)			(42.5	%)
Effect of average selling prices			(328	)			(1.3	%)
Net sales for the quarter ended June 28, 2014		$	14,699				56.2	%

 

The approximate $11.4 million decrease in net sales in the three months ended June 28, 2014 compared to the same period last year was due to a decrease in net sales of both Hampshire Brands and Rio. The decrease in net sales for Hampshire Brands was due to lower volume resulting from termination of Panama Jack sales, partially offset by higher selling prices as a result of a change in sales mix. The decrease in net sales for Rio was due to lower volume resulting from declining sales in our private label t-shirt business, partially offset by slightly higher selling prices. Though both Hampshire Brands and Rio experienced higher selling prices in the three months ended June 28, 2014 compared to the same period last year, taken as a whole the mix was skewed to lower priced units, resulting in lower average selling prices in 2014.

 

Gross Profit
Gross profit in the three months ended June 28, 2014 was approximately $3.1 million compared to approximately $5.3 million in the same period last year, which, as a percentage of net sales, represented an increase from 20.4% to 21.4%. The approximate $2.2 million decrease in gross profit was due to the decrease in net sales, partially offset by the increase in the gross profit margin percentage. The increase in the gross profit margin percentage was due to an increase in the gross profit margin percentage of Hampshire Brands’ products, which was primarily due to sourcing synergies and product mix, partially offset by a decrease in the gross profit margin of Rio’s products, which was primarily due to changes in volume, sales and customer mix.

 

Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses in the three months ended June 28, 2014 were approximately $7.4 million compared to approximately $8.4 million in the same period last year, which, as a percentage of net sales, represented an increase from 32.3% to 50.0%. The approximate $1.1 million decrease in SG&A expenses in the second quarter of 2014 compared to the same period last year was primarily due to:

 

●

lower freight and warehouse charges of approximately $0.9 million in the second quarter of 2014 compared to the same period last year as there were higher shipping charges at Rio in the second quarter of 2013; and

●

overall reductions in expenses as a result of cost savings measures we have implemented.

These decreases were partially offset by:

●

approximately $0.3 million of expenses in the second quarter of 2014 related to the James Campbell business; and

●

higher stock-based compensation costs of approximately $0.4 million in the second quarter of 2014 compared to the same period last year, primarily as a result of option awards granted after the second quarter of 2013 and forfeitures of equity awards in the second quarter of 2013.

  

Lease Litigation Settlement

As previously reported in the second quarter of 2013, we reversed approximately $6.1 million of $6.3 million in accrued rent for unpaid disputed rent, , which is reflected in Lease litigation settlement in the consolidated statement of operations. For additional information, see Item 1. Financial Statements, Note 8 – Commitments and Contingencies.

 

Loss on Lease Obligations

To reflect changes in estimated future sublease rentals, we accrued a loss on lease obligations of approximately $0.1 million in the second quarter of 2014, primarily related to our New York office. In the second quarter of 2013, we accrued a loss on lease obligation related to our New York office of approximately $0.5 million. For additional information, see Item 1. Financial Statements, Note 5 – Loss on Lease Obligations.

 

 

Income Taxes
Our provision for income taxes for the quarters ended June 28, 2014 and June 29, 2013 is comprised primarily of foreign income tax withholdings, state minimum income taxes, and interest and penalties on unrecognized tax benefits.

 

We evaluate our deferred tax assets each reporting period to determine if valuation allowances are required. Currently, GAAP requires a full valuation allowance on all of our net deferred tax assets due to the weight of significant negative evidence with regard to future realization of these net deferred tax assets. Excluding the valuation allowances on net deferred tax assets, in the three months ended June 28, 2014, we would have recognized a tax benefit from continuing operations of approximately $1.3 million, or an effective tax rate of 29.8%, due to losses incurred during the period. Excluding the valuation allowances on net deferred tax assets, in the three months ended June 29, 2013, we would have recognized tax expense from continuing operations of approximately $1.5 million, or an effective tax rate of 62.0%, due to pre-tax income during the period. The effective tax rates vary from the statutory rates due primarily to changes in unrecognized tax benefits, changes in valuation allowances, foreign income taxes and nondeductible expenses. For additional information, see Item 1. Financial Statements, Note 7 – Income Taxes.

 

Year to Date Comparison – Six Months Ended June 28, 2014 and June 29, 2013

 

		Six Months Ended
(In thousands)		June 28, 2014				June 29, 2013
Net sales		$	30,801			$	45,050
Gross profit			6,252				8,710
Selling, general and administrative expenses			14,634				16,444
Lease litigation settlement			—				(6,113	)
Loss on lease obligations			82				520
Loss from continuing operations before income taxes			(8,834	)			(2,265	)
Income tax provision			101				264
Loss from continuing operations			(8,935	)			(2,529	)

 

Net Sales

Net sales decreased 31.6% to approximately $30.8 million in the six months ended June 28, 2014 compared to approximately $45.1 million in the same period last year. The reconciliation of net sales is outlined in the table below:

 

(Dollars in thousands)		Dollars				Percentage of 2013
Net sales for the six months ended June 29, 2013		$	45,050				100.0	%
Effect of volume			(15,863	)			(35.2%	)
Effect of average selling prices			1,614				3.6	%
Net sales for the six months ended June 28, 2014		$	30,801				68.4	%

 

The approximate $14.2 million decrease in net sales in the six months ended June 28, 2014 compared to the same period last year was due to a decrease in net sales of both Hampshire Brands and Rio. The decrease in net sales for Hampshire Brands was due to lower volume resulting from termination of Panama Jack sales, partially offset by higher selling prices as a result of a change in sales mix. The decrease in net sales for Rio was due to lower volume resulting from declining sales in our private label t-shirt business, partially offset by slightly higher selling prices.

 

Gross Profit
Gross profit in the six months ended June 28, 2014 was approximately $6.3 million compared to approximately $8.7 million in the same period last year, which, as a percentage of net sales, represented an increase from 19.3% to 20.3%. The approximate $2.5 million decrease in gross profit was due to the decrease in net sales, partially offset by the increase in the gross profit margin percentage. The increase in the gross profit margin percentage was due to an increase in the gross profit margin percentage of Hampshire Brands’ products, which was primarily due to sourcing synergies and product mix, partially offset by a decrease in the gross profit margin of Rio’s products, which was primarily due to changes in volume.

 

 

Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses in the six months ended June 28, 2014 were approximately $14.6 million compared to approximately $16.4 million in the same period last year, which, as a percentage of net sales, represented an increase from 36.5% to 47.5%. The approximate $1.8 million decrease in SG&A expenses in the first six months of 2014 compared to the same period last year was primarily due to:

 

●

approximately $0.9 million in severance costs in the first six months of 2013, primarily related to the resignation of our former chief executive officer in the first quarter of 2013 and company reorganization, compared to approximately $0.3 million of severance costs in the first six months of 2014;

●

approximately $0.3 million in advisory consulting services in the first quarter of 2013;

●

lower freight and warehouse charges of approximately $1.1 million in the first six months of 2014 compared to the same period last year as there were higher shipping charges at Rio in the first six months of 2013; and

●

overall reductions in expenses as a result of cost savings measures we have implemented.

These decreases were partially offset by:

●

approximately $0.7 million of expenses in the first six months of 2014 related to the James Campbell business (including approximately $0.2 million of acquisition-related costs); and

●

higher stock-based compensation costs of approximately $0.9 million in the first six months of 2014 compared to the same period last year, primarily as a result of the forfeitures of the former chief executive officer’s equity awards in the first quarter of 2013, as well as option awards granted after the second quarter of 2013 and other forfeitures of equity awards in the first six months of 2013.

 

Lease Litigation Settlement

As previously reported in the second quarter of 2013, we reversed approximately $6.1 million of $6.3 million in accrued rent for unpaid disputed rent, which is reflected in Lease litigation settlement in the consolidated statement of operations. For additional information, see Item 1. Financial Statements, Note 8 – Commitments and Contingencies.

 

Loss on Lease Obligations

To reflect changes in estimated future sublease rentals, we accrued a loss on lease obligations of approximately $0.1 million in the second quarter of 2014, primarily related to our New York office. In the second quarter of 2013, we accrued a loss on lease obligation related to our New York office of approximately $0.5 million. For additional information, see Item 1. Financial Statements, Note 5 – Loss on Lease Obligations.

 

Income Taxes
Our provision for income taxes for the six months ended June 28, 2014 and the six months ended June 29, 2013 is comprised primarily of foreign income tax withholdings, state minimum income taxes, and interest and penalties on unrecognized tax benefits.

 

We evaluate our deferred tax assets each reporting period to determine if valuation allowances are required. Currently, GAAP requires a full valuation allowance on all of our net deferred tax assets due to the weight of significant negative evidence with regards to future realization of these net deferred tax assets. Excluding the valuation allowances on net deferred tax assets, in the six months ended June 28, 2014, we would have recognized a tax benefit from continuing operations of approximately $2.4 million, or an effective tax rate of 27.3%, due to losses incurred during the period. Excluding the valuation allowances on net deferred tax assets, in the six months ended June 29, 2013, the Company would have recognized a tax benefit from continuing operations of approximately $0.2 million, or an effective tax rate of 8.8%, due to losses incurred during the period. The effective tax rates vary from the statutory rates due primarily to changes in unrecognized tax benefits, changes in valuation allowances, foreign income taxes and nondeductible expenses. For additional information, see Item 1. Financial Statements, Note 7 – Income Taxes.

 

 

LIQUIDITY AND CAPITAL RESOURCES

 

Overview

Our primary liquidity and capital requirements are to fund working capital for current operations, including funding the seasonal buildup in inventories and accounts receivable. Our primary sources of funds to meet our liquidity and capital requirements include cash on hand, funds generated from operations and borrowings under our revolving credit facility. We believe that these sources of funds will provide adequate resources to meet our capital requirements and operational needs for the next twelve months. If, however, we do not generate sufficient cash from operations, or if we incur additional unanticipated liabilities, we may be required to seek additional financing or sell equity or debt on terms which may not be as favorable as we could have otherwise obtained. No assurance can be given that any refinancing, additional borrowing or sale of equity or debt will be possible when needed or that we will be able to negotiate acceptable terms. In addition, our access to capital is affected by prevailing conditions in the financial and equity capital markets, as well as our own financial condition. While management believes that we will be able to meet our liquidity needs for at least the next twelve months, no assurance can be given that we will be able to do so. Due to the seasonality of our business, increased borrowings under our revolving credit facility will generally occur during the third and fourth quarters of the year.

 

In connection with the installment purchase and sale agreement (the “Agreement”) for the acquisition of certain assets of the James Campbell business, we will use cash on hand or borrowings under our credit facility to pay: (i) the balance of the minimum purchase price consideration of $0.5 million in each of 2015 and 2016 and (ii) any “excess payments,” as defined in the Agreement. For additional information, see Item1. Financial Statements, Note 2 – Acquisition. In 2014, we entered into an agreement to purchase enterprise resource planning software for payments totaling $0.6 million and $0.1 million in 2014 and 2015, respectively.

 

Credit Agreement

We and certain of our subsidiaries (collectively, the “Borrowers”) are party to a credit agreement (the “Credit Agreement”) with Salus Capital Partners, LLC (the “Lender”), which provides for: (i) a $27.0 million revolving credit facility (which includes up to $15.0 million for letters of credit), subject to borrowing base limitations and (ii) a $3.0 million term loan. On February 24, 2014, the Lender extended us additional borrowing availability under the Credit Agreement to include inventory assets held at Rio’s Honduran facilities, which were previously excluded from the borrowing base. The Credit Agreement will expire, and all outstanding loans will become due and payable, on September 26, 2016. 

 

As of June 28, 2014, we had outstanding borrowings of $3.0 million on the term loan and approximately $6.8 million on the revolving credit facility and had $23,000 of letters of credit outstanding under the Credit Agreement. As of June 28, 2014, we had approximately $2.0 million of availability under the revolving credit facility.

 

In the event that average availability under the revolving credit facility is less than $5.0 million calculated on a three month rolling basis, the Borrowers are required to meet minimum consolidated EBITDA levels set forth in the Credit Agreement. On April 11, 2014, the Borrowers entered into an amendment to the Credit Agreement to: (i) amend certain terms, including an adjustment to the minimum consolidated EBITDA levels under this financial covenant effective for the period beginning February 28, 2014 through December 31, 2014 and (ii) add an additional financial covenant, which, commencing on May 31, 2014, requires average availability under the revolving credit facility to not be less than $2.0 million calculated on a three month rolling basis as measured on the last day of each month. During the quarter ended June 28, 2014, the average availability under the revolving credit facility calculated on a three month rolling basis fell below the $2.0 million minimum and therefore, we were not in compliance with this additional covenant as of each of those dates. 

 

For each month ended May 31, 2014, June 30, 2014 and July 31, 2014, the average availability under the revolving credit facility calculated on a three month rolling basis fell below the $2.0 million minimum and therefore, we were in default of  this covenant. On August 12, 2014, at the Borrowers request, the Borrowers and Lender entered into the Waiver and Second Amendment to the Credit Agreement to: (i) waive the defaults; (ii) amend certain terms, including an adjustment to the minimum consolidated EBITDA levels under this financial covenant effective for the period beginning June 30, 2014 through December 31, 2014; and (iii) amend the financial covenant, which, as amended, on August 31, 2014 and September 30, 2014, will require average availability under the revolving credit facility to not be less than $1.0 million calculated on a three month rolling basis as measured on the last day of each month and for each month ending after September 30, 2014 will require average availability under the revolving credit facility to not be less than $2.0 million calculated on a three month rolling basis as measured on the last day of each month. As a result of this amendment, the Borrowers expect to be in compliance with the covenants through December 31, 2014. The Borrowers are not subject to any other financial covenants.

 

Summary of Cash Flows

 

A summary of cash flows for the six months ended June 28, 2014 and June 29, 2013 was as follows:

 

		Six Months Ended
(In thousands)		June 28, 2014				June 29, 2013
Net cash provided by (used in) operating activities		$	2,259			$	(9,797	)
Net cash used in investing activities			(566	)			(157	)
Net cash used in financing activities			(2,429	)			—
Net decrease in cash and cash equivalents		$	(736	)		$	(9,954	)

 

 

Cash provided by (used in) operating activities

We generated approximately $12.1 million more cash from operating activities in the first six months of 2014 compared to the same period last year. This increase was primarily related to decreases in accounts receivable, increases in liabilities and less cash used in discontinued operations in the first six months of 2014 compared to the same period last year, partially offset by greater losses in continuing operations and increases in inventories in the first six months of 2014 compared to the same period last year.

 

Cash used in investing activities

We used approximately $0.4 million more cash in investing activities in the first six months of 2014 compared to the same period last year. This increase was due to the portion of the purchase price paid upon closing of the James Campbell acquisition in the first quarter of 2014 and an increase in capital expenditures in the first six months of 2014 compared to the same period last year.

 

Cash used in financing activities

We used approximately $2.4 million more cash in financing activities in the first six months of 2014 compared to the same period last year. This increase was due to higher net repayments under our revolving credit facility in the first six months of 2014 compared to the same period last year.

 

INFLATION

We are subject to increased prices for the products we source due to both inflation and exchange rate fluctuations. We have historically managed to lessen the impact of inflation by achieving sourcing efficiencies, controlling costs in other parts of our operations and, when necessary, passing along a portion of our cost increases to our customers through higher selling prices. We confront increasing inflationary pressures in our cost of goods, including those caused by rising costs in transportation, labor and materials, particularly cotton. If these costs rise at rates higher than those we have historically experienced, there can be no guarantee that we will be successful in passing a sufficient portion of such increases onto our customers to preserve our gross profit.

 

OFF-BALANCE SHEET ARRANGEMENTS

We utilize letters of credit and are a party to operating leases. It is currently not our general business practice to have material relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

There have been no material changes to our critical accounting policies and estimates as set forth in our 2013 Annual Report on Form 10-K.

 

No new accounting pronouncements, issued or effective during 2014, have had or are expected to have a significant impact on our consolidated financial statements.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Information regarding our quantitative and qualitative disclosures about market risk is disclosed in Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our 2013 Annual Report on Form 10-K. There have been no material changes in our exposure to market risk as previously disclosed in our 2013 Annual Report on Form 10-K.

 

Item 4. Controls and Procedures.

 

The Company maintains disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures.

 

The Company’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, conducted an evaluation, as of the end of the period covered by this report, of the effectiveness of the Company’s disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e). Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e), were effective at the reasonable assurance level.

 

There were no changes during the quarter ended June 28, 2014 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

For a description of litigation and certain related matters, see Part I, Item 1. Financial Statements, Note 8 – Commitments and Contingencies, which is incorporated herein by reference.

 

Item 1A. Risk Factors.

 

In addition to the other information set forth in this Form 10-Q, you should carefully consider the risk factors in Part I, Item 1A. Risk Factors of our 2013 Annual Report on Form 10-K. These risk factors could materially affect our business, financial condition or future results of operations in evaluating our business and any investment in our common stock. In particular, the risks described in our 2013 Annual Report on Form 10-K could cause actual events to differ materially from those contemplated in the forward-looking statements in this Form 10-Q. The risks described in our 2013 Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially affect our business, financial condition or future results.

 

Item 5. Other Information.

On August 12, 2014, we and certain of our subsidiaries entered into a Waiver and Second Amendment to Credit Agreement with Salus CLO 2012-1, Ltd. and Salus Capital Partners, LLC, as lenders, to: (i) waive certain financial covenant defaults; (ii) amend certain terms, including an adjustment to the minimum consolidated EBITDA levels under this financial covenant effective for the period beginning June 30, 2014 through December 31, 2014; and (iii) amend the financial covenant, which, as amended, on August 31, 2014 and September 30, 2014, will require average availability under the revolving credit facility to not be less than $1.0 million calculated on a three month rolling basis as measured on the last day of each month and for each month ending after September 30, 2014 will require average availability under the revolving credit facility to not be less than $2.0 million calculated on a three month following basis as measured on the last day of each month. The foregoing summary of the Waiver and Second Amendment to Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Waiver and Second Amendment to Credit Agreement, a copy of which is filed as Exhibit 10.2 to this Report.

 

Item 6. Exhibits.

  

Exhibit No.

Description

10.1

First Amendment to Credit Agreement, dated as of April 11, 2014, among Hampshire Group, Limited, Hampshire Brands, Inc., Rio Garment, S.A., Hampshire International, LLC and Scott James, LLC, as borrowers, and Salus CLO 2012-1, Ltd. and Salus Capital Partners, LLC, as lenders (incorporated by reference to Exhibit 10.44 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on April 11, 2014).

 

10.2*

Waiver and Second Amendment to Credit Agreement, dated as of August 12, 2014, among Hampshire Group, Limited, Hampshire Brands, Inc., Rio Garment, S.A., Hampshire International, LLC and Scott James, LLC, as borrowers, and Salus CLO 2012-1, Ltd. and Salus Capital Partners, LLC, as lenders.

  

31.1*

Certification of Principal Executive Officer pursuant to Item 601(b) (31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

31.2*

Certification of Principal Financial Officer pursuant to Item 601(b) (31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

32.1*

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

32.2*	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1*	License Agreement dated as of July 1, 2014 by and between Sole Assets Holdings, Inc. d/b/a Gramicci and Hampshire Group, Limited.

 

101

The following materials from this Form 10-Q formatted in XBRL (eXtensible Business Reporting Language): (i) the Unaudited Condensed Consolidated Balance Sheets as of June 28, 2014 and December 31, 2013; (ii) the Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 28, 2014 and June 29, 2013; (iii) the Unaudited Condensed Consolidated Statement of Stockholders’ Equity for the six months ended June 28, 2014; (iv) the Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 28, 2014 and June 29, 2013; and (v) the Notes to the Unaudited Condensed Consolidated Financial Statements.*   101.INS*    XBRL Instance Document 101.SCH*   XBRL Taxonomy Extension Schema Document 101.CAL*   XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF*   XBRL Taxonomy Extension Definition Linkbase Document 101.LAB*   XBRL Taxonomy Extension Label Linkbase Document 101.PRE*   XBRL Taxonomy Extension Presentation Linkbase Document

  

*	Filed with this Form 10-Q.

  

 

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.

 

			Hampshire Group, Limited
Date: August 12, 2014			By:	/s/ Paul M. Buxbaum
				Paul M. Buxbaum
				President and Chief Executive Officer
				(Principal Executive Officer)
				/s/ Trey A. Darwin
				Trey A. Darwin
				Vice President and Chief Financial Officer
				(Principal Financial Officer and Principal Accounting Officer)

  

 

EXHIBIT INDEX

 

 

Exhibit No.

Description

10.1

First Amendment to Credit Agreement, dated as of April 11, 2014, among Hampshire Group, Limited, Hampshire Brands, Inc., Rio Garment, S.A., Hampshire International, LLC and Scott James, LLC, as borrowers, and Salus CLO 2012-1, Ltd. and Salus Capital Partners, LLC, as lenders (incorporated by reference to Exhibit 10.44 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on April 11, 2014).

 

10.2*

Waiver and Second Amendment to Credit Agreement, dated as of August 12, 2014, among Hampshire Group, Limited, Hampshire Brands, Inc., Rio Garment, S.A., Hampshire International, LLC and Scott James, LLC, as borrowers, and Salus CLO 2012-1, Ltd. and Salus Capital Partners, LLC, as lenders.

  

31.1*

Certification of Principal Executive Officer pursuant to Item 601(b) (31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

31.2*

Certification of Principal Financial Officer pursuant to Item 601(b) (31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

32.1*

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

32.2*	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1*	License Agreement dated as of July 1, 2014 by and between Sole Assets Holdings, Inc. d/b/a Gramicci and Hampshire Group, Limited.

 

101

The following materials from this Form 10-Q formatted in XBRL (eXtensible Business Reporting Language): (i) the Unaudited Condensed Consolidated Balance Sheets as of June 28, 2014 and December 31, 2013; (ii) the Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 28, 2014 and June 29, 2013; (iii) the Unaudited Condensed Consolidated Statement of Stockholders’ Equity for the six months ended June 28, 2014; (iv) the Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 28, 2014 and June 29, 2013; and (v) the Notes to the Unaudited Condensed Consolidated Financial Statements.*   101.INS*    XBRL Instance Document 101.SCH*   XBRL Taxonomy Extension Schema Document 101.CAL*   XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF*   XBRL Taxonomy Extension Definition Linkbase Document 101.LAB*   XBRL Taxonomy Extension Label Linkbase Document 101.PRE*   XBRL Taxonomy Extension Presentation Linkbase Document

 

*	Filed with this Form 10-Q.