UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JULY 31, 2004
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM TO
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Commission file number 0-19000
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JLM COUTURE, INC.
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(Exact name of small business issuer as specified in its charter)
Delaware 13-3337553
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
225 West 37th Street, New York, New York 10018
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(Address of Principal Executive Offices)
(212) 921-7058
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Issuer's telephone number
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(Former name, former address and former fiscal year, if changed
since last report)
As of September 18, 2004, there were 1,912,694 shares of common
stock, par value $.0002 per share, outstanding.
Transitional small business disclosure format (check one):
Yes [ ] No [ X ]
Page 1 of 20.
The Exhibit Index is located on Page 19.
JLM COUTURE, INC.
INDEX
Page
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Part I. Financial Information:
Item 1. Condensed Consolidated Financial Statements.
Condensed Consolidated Balance Sheets at July 31,
2004 and October 31, 2003 5-6
Condensed Consolidated Statements of Income for the
three and nine month periods ended July 31, 2004
and 2003 7
Condensed Consolidated Statements of Cash Flows for the
nine month periods ended July 31, 2004 and 2003 8-9
Notes to Condensed Consolidated Financial Statements 10-14
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operation. 15-16
Item 3. Controls and Procedures 18
Part II. Other Information:
Item 6. Exhibits and Reports on Form 8-K. 19
Signature 20
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This report includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. For example, statements
included in this report regarding the Company's financial position,
business strategy and other plans and objectives for future
operations, and assumptions and predictions about future product
demand, supply, manufacturing, costs, marketing and pricing factors
are all forward-looking statements. When the Company uses words like
"intend," "anticipate," "believe," "estimate," "plan" or "expect," it
is making forward-looking statements. The Company believes that the
assumptions and expectations reflected in such forward-looking
statements are reasonable, based on information available to it on the
date hereof, but the Company cannot assure you that these assumptions
and expectations will prove to have been correct or that the Company
will take any action that it may presently be planning. The Company
is not undertaking to publicly update or revise any forward-looking
statement if it obtains new information or upon the occurrence of
future events or otherwise.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To JLM Couture, Inc.
We have reviewed the accompanying condensed consolidated balance
sheet of JLM Couture, Inc. and Subsidiaries as of July 31, 2004, and
the related condensed consolidated statements of income for the three-
month and nine-month periods ended July 31, 2004 and 2003, and the
related condensed consolidated statements of cash flows for the nine-
month periods ending July 31, 2004 and 2003. These financial
statements are the responsibility of the Company's management.
We conducted our reviews in accordance with standards of the
Public Company Accounting Oversight Board (United States). A review of
interim financial information consists principally of applying
analytical procedures and making inquiries of persons responsible for
financial and accounting matters. It is substantially less in scope
than an audit conducted in accordance with standards of the Public
Company Accounting Oversight Board, the objective of which is the
expression of an opinion regarding the condensed consolidated
financial statements taken as a whole. Accordingly, we do not express
such an opinion.
Based on our reviews, we are not aware of any material
modifications that should be made to the condensed consolidated
interim financial statements referred to above for them to be in
conformity with United States generally accepted accounting
principles.
We have previously audited, in accordance with standards of the
Public Company Accounting Oversight Board, the consolidated balance
sheet as of October 31, 2003, and the related consolidated statements
of income, shareholders' equity, and cash flows for the year then
ended (not presented herein), and in our report dated January 21,
2004, we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying condensed consolidated balance sheet as of October 31,
2003 is fairly stated, in all material respects, in relation to the
consolidated balance sheet from which it is derived.
GOLDSTEIN GOLUB KESSLER LLP
New York, New York
September 15, 2004
PART I. FINANCIAL INFORMATION
JLM COUTURE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
July 31, October 31,
2004 2003
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(Unaudited)
Current assets:
Cash and cash equivalents $ 621,152 1,219,063
Accounts receivable, net of allowances
for doubtful accounts and trade
discounts - $301,000 at July 31,
2004 and October 31, 2003 4,535,211 3,610,523
Inventories 4,741,055 4,070,192
Prepaid expenses and other current
assets 350,818 325,283
Deferred income taxes - 20,000
Prepaid taxes - 76,188
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Total current assets 10,248,236 9,321,249
Equipment and leasehold improvements
net of accumulated depreciation and
amortization of $601,462 at July 31,
2004 and $515,333 at October 31, 2003 633,546 677,357
Goodwill 211,272 211,272
Samples, net of accumulated amortization
of $279,136 at July 31, 2004 and
$108,190 at October 31, 2003 144,004 247,120
Other assets 94,416 94,416
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$11,331,474 $10,551,414
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See accompanying notes to condensed consolidated financial statements.
JLM COUTURE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
July 31, October 31,
2004 2003
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(Unaudited)
Current liabilities
Accounts payable $ 1,621,479 $ 1,193,570
Accrued expenses and
other current liabilities 460,549 917,630
Income taxes payable 151,881 -
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Total current liabilities 2,233,909 2,111,200
Deferred income taxes 598,200 615,000
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Total liabilities 2,832,109 2,726,200
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Shareholders' equity
Preferred stock - $.0001 par value,
authorized 1,000,000 shares; issued
and outstanding - none
Common stock - $.0002 par value,
authorized 10,000,000 shares;
issued 2,344,530 at July 31, 2004
and October 31, 2003;
Outstanding 1,912,694 at July 31,
2004 and October 31, 2003 465 465
Additional paid-in capital 3,679,542 3,679,542
Retained earnings 6,408,556 5,879,980
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10,088,563 9,559,987
Less: Deferred compensation (184,063) (248,750)
Notes receivable and accrued
interest (268,773) (317,960)
Treasury stock at cost:
431,836 shares at July 31,
2003 and October 31, 2003 (1,142,968) (1,142,968)
Accumulated other comprehensive
income (loss) 6,606 (25,095)
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Total shareholders' equity 8,499,365 7,825,214
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$11,331,474 $10,551,414
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See accompanying notes to condensed consolidated financial statements.
JLM COUTURE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND NINE MONTHS ENDED JULY 31, 2004 AND 2003
(Unaudited)
THREE MONTHS ENDED NINE MONTHS ENDED
JULY 31, JULY 31,
2004 2003 2004 2003
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Net sales $6,954,600 $7,847,951 $19,960,405 $21,523,459
Cost of goods sold 4,320,610 4,531,231 12,259,494 12,485,706
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Gross profit 2,633,990 3,316,720 7,700,911 9,037,753
Selling, general and
administrative
expenses 2,375,905 2,465,482 6,795,323 7,152,023
--------- --------- ---------- ----------
Operating income 258,085 851,238 905,588 1,885,730
Interest Income
(expense), net 1,262 (133) 5,988 3,865
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Income before provision
for income taxes 259,347 851,105 911,576 1,889,595
Provision for income
taxes 98,000 370,000 383,000 815,000
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Net income $ 161,347 $ 481,105 $ 528,576 $ 1,074,595
========= ========= ========== ==========
Net income per weighted
average number of common
shares
Basic $ 0.08 $ 0.25 $ 0.28 $ 0.56
========= ========= ========== ==========
Diluted $ 0.08 $ 0.24 $ 0.27 $ 0.53
========= ========= ========== ==========
Weighted average number
of common shares
Basic 1,912,694 1,905,733 1,912,694 1,915,611
========= ========= ========== ==========
Diluted 1,960,956 1,977,293 1,967,805 2,028,270
========= ========= ========== ==========
See accompanying notes to condensed consolidated financial statements.
JLM COUTURE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED JULY 31, 2004 AND 2003
NINE MONTHS ENDED
JULY 31,
2004 2003
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Cash Flows from Operating Activities
Net income $ 528,576 $ 1,074,595
Adjustments to reconcile net income to net
cash (used in) provided by operating activities:
Depreciation and amortization 86,129 70,525
Accrued interest on notes (4,063) -
Amortization of deferred compensation 64,687 64,687
Provision for doubtful accounts and trade discounts - 50,000
Changes in operating assets and liabilities
Increase in accounts receivable (924,688) (1,730,935)
Increase in inventories (670,863) (268,025)
Decrease (increase) in prepaid expenses
and other current assets (25,535) 237,995
Decrease in prepaid taxes 76,188 -
Decrease in samples 103,116 73,078
Increase in other assets - (44,875)
Increase in accounts payable 427,909 502,711
Decrease in accrued expenses
and other current liabilities (457,081) (136,451)
Increase (decrease) in taxes payable 151,881 (55,200)
Increase in deferred income taxes 3,200 -
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Net cash (used in) provided by
Operating Activities (640,544) (161,895)
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Cash Flows From Investing Activities
Purchase of property and equipment (42,318) (204,770)
Net payments of notes receivable 53,250 44,500
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Net Cash provided by (used in) Investing
Activities 10,932 (160,270)
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Cash Flows from Financing Activities
Purchase of treasury stock - (214,261)
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Cash used in Financing Activities - (214,261)
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Foreign currency translation 31,701 -
Net decrease in cash (597,911) (536,426)
Cash, beginning of period 1,219,063 958,810
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Cash, end of period $ 621,152 $ 422,384
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See accompanying notes to condensed consolidated financial statements.
JLM COUTURE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED
JULY 31, 2004 AND 2003
(Unaudited)
Supplemental Disclosures of Cash Flow Information:
2004 2003
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Cash paid during the period for:
Interest $ 10,028 $ 12,264
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Income taxes $156,931 $870,000
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See accompanying notes to condensed consolidated financial statements.
JLM COUTURE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Basis of Presentation
The condensed consolidated balance sheet as of July 31, 2004,
the condensed consolidated statements of income for the three and
nine month periods ended July 31, 2004 and 2003 and the condensed
consolidated statements of cash flows for the nine month periods
ended July 31, 2004 and 2003 have been prepared by the Company,
without audit. In the opinion of management, all adjustments
necessary to present fairly the financial position, results of
operations and cash flows, as of July 31, 2004 and for all periods
presented have been made. The results of operations are not
necessarily indicative of the results to be expected for the full
year.
Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally
accepted accounting principles have been omitted. It is suggested
that these financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's Form
10-K/A for its fiscal year ended October 31, 2003, which was filed
with the Securities and Exchange Commission.
Sales for the three and nine month period ended July 31, 2003,
have been reclassified to include shipping charges billed to
customers.
The Company has elected to apply Accounting Principles Board
("APB") Opinion No. 25, Accounting for Stock Issued to Employees, and
related interpretations in accounting for its stock options issued to
employees (intrinsic value) and has adopted the disclosure-only
provisions of Statement of Financial Accounting Standards ("SFAS")
No. 123, Accounting for Stock-Based Compensation. Had the Company
elected to recognize compensation cost based on the fair value of the
options granted at the grant date as prescribed by SFAS No. 123, the
Company's net income and income per common share would have been as
follows:
JLM COUTURE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Three months ended July 31, 2004 2003
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Net income - as reported $161,347 $481,105
Deduct: Total stock-based employee
compensation expense determined
under fair value based method for
all awards, net of related tax effects 11,475 14,416
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Net income - pro forma $149,872 $466,689
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Basic income per share - as reported $ 0.08 $ 0.25
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Basic income per share - pro forma $ 0.08 $ 0.24
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Diluted income per share - as reported $ 0.08 $ 0.24
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Diluted income per share - pro forma $ 0.08 $ 0.24
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Nine months ended July 31, 2004 2003
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Net income - as reported $528,576 $1,074,595
Deduct: Total stock-based employee
compensation expense determined
under fair value based method for
all awards, net of related tax effects 39,466 38,206
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Net income - pro forma $489,110 $1,036,389
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Basic income per share - as reported $ 0.28 $ 0.56
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Basic income per share - pro forma $ 0.26 $ 0.54
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Diluted income per share - as reported $ 0.27 $ 0.53
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Diluted income per share - pro forma $ 0.25 $ 0.51
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JLM COUTURE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 2. Inventories
Inventories are stated at the lower of cost (first in, first
out) or market and include material, labor and overhead.
Inventories consisted of the following:
July 31, 2004 October 31, 2003
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Raw materials $3,453,714 $3,319,321
Work-in-process 708,743 180,816
Finished goods 578,598 570,055
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$4,741,055 $4,070,192
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Raw materials are shown net of $150,000 obsolescence reserve at
July 31, 2004 and October 31, 2003.
Note 3. Revolving Line of Credit
The Company has an available line of credit of up to $500,000
with a financial institution. Borrowings are collateralized by the
Company's cash, accounts receivable, securities, deposits and general
intangibles. At July 31, 2004 and October 31, 2003 the Company had
no outstanding balances under the revolving line of credit.
JLM COUTURE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Critical Accounting Policies
The preparation of our condensed consolidated financial
statements in conformity with accounting principles generally
accepted in the United States of America requires us to make
estimates and judgments that affect the reported amounts of assets
and liabilities, net sales and expenses, and the related disclosures.
We base our estimates on historical experience, our knowledge of
economic and market factors and various other assumptions that we
believe to be reasonable under the circumstances. Actual results may
differ from these estimates under different assumptions or
conditions. We believe the following critical accounting policies are
affected by significant estimates, assumptions and judgments used in
the preparation of our condensed consolidated financial statements.
Allowances for Doubtful Accounts
We maintain an allowance for doubtful accounts for losses that
we estimate will arise from our customers' inability to make required
payments. We make our estimates of the uncollectability of our
accounts receivable by analyzing historical bad debts, specific
customer creditworthiness and current economic trends. The allowance
for doubtful accounts was $301,000 at July 31, 2004 and October 31,
2003.
Inventory Valuation
We regularly assess the valuation of our inventories and write
down those inventories which are obsolete or in excess of our
forecasted usage to their estimated realizable value. Our estimates
of realizable value are based upon our analyses and assumptions
including, but not limited to, forecasted sales levels by product,
expected product lifecycle, product development plans and future
demand requirements. If market conditions are less favorable than
our forecasts or actual demand
JLM COUTURE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
from our customers is lower than our estimates, we may be required to
record additional inventory write-downs. If demand is higher than
expected, we may sell our inventories that had previously been
written down. At July 31, 2004 and October 31, 2003 we maintained an
obsolescence reserve of $150,000.
Impairment of Goodwill
In determining the recoverability of goodwill, assumptions must
be made regarding estimated future cash flows and other factors to
determine the fair value of the asset. If these estimates or their
related assumptions change in the future, the Company may be required
to record charges not previously recorded. Effective November 1,
2002, the Company adopted Statement of Financial Accounting Standards
No. 142, "Goodwill and Other Intangible Assets". Under the
provisions of SFAS No. 142, the cost of certain intangibles will no
longer be subject to amortization but was reviewed for potential
impairment during the first nine months of Fiscal 2004 and on an
annual basis thereafter. The Company concluded, as of July 31, 2004,
that there was no impairment to goodwill, and, pursuant to SFAS 142,
goodwill is no longer being amortized.
Revenue Recognition
Revenue is recognized when persuasive evidence of an arrangement
exists, the product has been delivered, the rights and risks of
ownership have passed to the customer, the price is fixed and
determinable, and collection of the resulting receivable is
reasonably assured. For arrangements which include customer
acceptance provisions, revenue is not recognized until the terms of
acceptance are met. Reserves for sales returns and allowances are
estimated and provided for at the time revenue is recognized.
JLM COUTURE, INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Results of Operations
Nine months ended July 31, 2004 as compared to nine months ended
July 31, 2003.
For the first nine months of the Company's fiscal year ending
October 31, 2004 ("Fiscal 2004"), revenues decreased to $19,960,405
from $21,523,459, a decrease of 7% over the same period a year ago.
The Company believes the decrease was due to reduced demand for the
Company's products in the current economic environment as there is a
nationwide trend towards simpler weddings. In addition, the temporary
increase in the number of weddings subsequent to September 11, 2001
has subsided. Also, brides-to-be purchase their wedding gowns 10 to
12 months in advance of their wedding. As such, the decrease in
sales is reflective of the slower economy of one year ago. Gross
profit as a percentage of sales decreased to 39% from 42%. The lower
margin was a result of the current year's product mix which included
a higher percentage of lower margin bridesmaids' gowns as compared to
last year when the Company sold more bridal gowns. This product mix
reduced gross margin by 2%. Additionally, despite the reduced sales
level, production salaries and other costs were $250,000 higher than
last year as the Company added a new designer and associated staff in
the latter part of Fiscal 2003. Selling, general and administrative
expenses were $6,795,323, a reduction of $356,700 from last year's
$7,152,023, primarily due to a charge of $250,000 options in the
prior period as well as reduced promotional spending in the current
period.
For three months ended July 31, 2004 as compared to three months
ended July 31, 2003.
For the quarter ended July 31, 2004 ("Fiscal 2004"), revenues
decreased to $6,954,600 from $7,847,951, a decrease of 11% over the
same period a year ago. This decrease was due to reduced demand for
the Company's products in the current economic environment as there
is a nationwide trend towards simpler weddings. In addition, the
temporary increase in the
JLM COUTURE, INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
(Continued)
number of weddings subsequent to September 11, 2001 has subsided.
Also, brides-to-be purchase their wedding gowns 10 to 12 months in
advance of their wedding. As such, the decrease in sales is
reflecting of the slower economy of one year ago. Gross profit as a
percentage of sales decreased to 38% from 42%. The lower margin was a
result of the current year's product mix which included a higher
percentage of lower margin bridesmaids gowns as compared to last year
when the Company sold more bridal gowns. This product mix reduced
gross margin by 3%. Additionally, despite the reduced sales level,
production salaries and other costs were $100,000 higher than last
year as the Company added a new designer and associated staff in the
latter part of Fiscal 2003. Selling, general and administrative
expenses were $2,375,905, a reduction of $89,577 from $2,465,482 in
the second quarter of Fiscal 2003 primarily due to reduced
promotional spending.
Liquidity and Capital Resources
The Company's working capital increased to $8,014,327 at July
31, 2004 from $7,210,049 at October 31, 2003. This increase was due
primarily to the net income for the period as adjusted for non cash
charges to income such as depreciation and amortization of property
and equipment and deferred compensation.
During the nine months ended July 31, 2004, the Company used
$640,544 for operations as compared to $161,845 of cash in the year
earlier primarily due to the decrease in net income. Cash provided
by investing activities was $10,932 in the current period compared to
cash used of $160,270 a year earlier. Last year, the Company
expanded its production facilities and the change is primarily due to
the purchase of property and equipment for the expansion in the prior
period. The Company did not use any cash for financing activities in
the current nine month period, as compared to last year when the
Company repurchased $214,261 of treasury stock.
JLM COUTURE, INC. AND SUBSIDIARIES
Safe Harbor Statement
Statements which are not historical facts, including statements
about the Company's confidence and strategies and its expectations
about new and existing products, technologies and opportunities,
market and industry segment growth, demand and acceptance of new and
existing products are forward looking statements that involve risks
and uncertainties. These include, but are not limited to, product
demand and market acceptance risks; the impact of competitive
products and pricing; the results of financing efforts; the loss of
any significant customers of any business; the effect of the
Company's accounting policies; the effects of economic conditions and
trade, legal, social, and economic risks, such as import, licensing,
and trade restrictions; the results of the Company's business plan
and the impact on the Company of its relationship with its lenders.
JLM COUTURE, INC. AND SUBSIDIARIES
Item 3. Quantitative and Qualitative Disclosures about Market
Risk.
Not applicable.
Item 4. Controls and Procedures.
The Company maintains "disclosure controls and procedures," as
such term is defined in Rules 13a-14(c) and 15d-14(c)of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
that are designed to ensure that information required to be disclosed
in its reports, pursuant to the Exchange Act, is recorded, processed,
summarized and reported within the time periods specified in the
SEC's rules and forms, and that such information is accumulated and
communicated to its management, including its Chief Executive Officer
and Principal Accounting Officer, as appropriate, to allow timely
decisions regarding the required disclosures. In designing and
evaluating the disclosure controls and procedures, management has
recognized that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurances of
achieving the desired control objectives, and management necessarily
is required to apply its judgment in evaluating the cost benefit
relationship of possible controls and procedures.
The Company's Chief Executive Officer and Principal Accounting
Officer (its principal executive officer and principal accounting
officer, respectively) have evaluated the effectiveness of its
"disclosure controls and procedures" as of the end of the period
covered by this Quarterly Report on Form 10-Q. Based on their
evaluation, the principal executive officer and principal financial
officer concluded that its disclosure controls and procedures are
effective. There were no significant changes in its internal controls
or in other factors that could significantly affect these controls
subsequent to the date the controls were evaluated.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
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3.1 Certificate of Incorporation of the Company
as amended dated December 30, 1994, incorporated by
reference to Exhibit 3.1 of the Company's annual
Report on Form 10-KSB filed for its fiscal year ended
October 31, 1995 ("1995 10-K").
3.2 The Company's By-Laws are incorporated by
reference to Exhibit 3.03 of Registration Statement
No. 33-10278 NY filed on Form S-18 ("Form S-18").
31.1 Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1 Certification pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
JLM COUTURE, INC.
Registrant
By:/s/Joseph L. Murphy
-------------------------
Joseph L. Murphy,
President
(Duly authorized officer)
Dated: September 20, 2004