Hampshire Group Ltd.

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Hampshire Group Ltd.

1924 Pearman Dairy Road
Anderson, South Carolina 29625-1303
U.S.A.
Telephone: (864) 231-1200
Fax: (864) 231-1201
Web site: http://www.hamp.com

Public Company
Incorporated: 1977
Employees: 370
Sales: $324 million (2005)
Stock Exchanges: NASDAQ
Ticker Symbol: HAMP
NAIC: 315191 Outerwear Knitting Mills

Hampshire Group Ltd. is an Anderson, South Carolina-based apparel company and North America's largest designer and marketer of branded and private-label men's and women's sweaters, which are manufactured mostly in Asia. The company also offers women's woven and knit related separates.

Hampshire divides its business among five operating divisions within its Hampshire Designers, Inc., subsidiary. The Women's Divisions produces sweaters under several labels: Designers Originals, Hampshire Studio, Babe, D.O., and Mercer Street Studio. Sweater brands of the Men's Divisions include Hampshire Brands, Geoffrey Beene, Dockers, Levis, Nick Danger, and Spring & Mercer. Hampshire's David Brooks Division produces women's sweaters, jackets, knits, wovens, and bottoms in a category the company calls "better casual sportswear" or "country club chic," which it sells to specialty stores. At the other end of the market, the Shane Hunter division sells juniors' apparel to the mass market under the Aqua-Blues label as well as private labels. Finally, the Item-Eyes, Inc., Division designs and markets women's sweaters, shirts, pants, and blazers, sold under the RQT by Requirements, Requirements, and Nouveaux labels, and customer private labels.

Hampshire is a public company listed on the NASDAQ, and is 25-percent owned by its long-time chairman and chief executive officer, Ludwig G. Kuttner, who in 2006 was placed on administrative leave along with others at the company while an audit committee investigated allegations of misuse and misappropriations of assets for personal benefit.

COMPANY INCORPORATED: 1977

Hampshire was formed in South Carolina and incorporated in Delaware in 1977, the result of a merger between a hosiery company and a sweater company. The latter launched the Designers Originals label in 1956 in order to sell acrylic sweaters to the mass market. The divergent businesses were operated through a pair of subsidiaries: Hampshire Designers, located in Anderson, South Carolina, to produce sweaters; and Hampshire Hosiery, located in Spruce Pine, North Carolina, to manufacture pantyhose, tights, stockings, and thigh-high and knee-high stockings. A predecessor company had been engaged in hosiery manufacturing since 1917. Two years after Hampshire Group was founded, Kuttner became chairman and ran the business from offices in New York City. Born in Munich, West Germany, in August 1946, he grew up in postwar Europe, earning a college degree from the University of Reyensburg before coming to the United States. His father, Dr. Ludwig Kuttner, owned Kuttner NAK Prints, Inc., a Lyndhurst, New Jersey-based fashion fabric printer that provided heat transfer prints for junior apparel and sportswear.

By 1987 Hampshire Group was a $100 million business, split equally between the hosiery and sweater units. Over the next four years, the company built up its hosiery assets while overall sales tailed off. In 1989 it spent nearly $2 million to add the production assets of hosiery company Trend Industries. Then, in February 1991, Hampshire acquired Belmont, North Carolina-based Vision Hosiery Mills, which made Christian Dior hosiery under a licensing agreement and did about $12 million in overall sales. Vision Hosiery became a third division for Hampshire Group. Its purchase was part of a strategy to sell higher-priced merchandise, items that retailed for $100 or more. In order to offer such high-end sweaters, Hampshire acquired five specialized knitting machines that could produce intricate patterns using lamb's wool, cashmere, and other expensive yarns, becoming the only North American sweater manufacturer to own this kind of equipment. At this stage in the company's history, however, hosiery accounted for most (54.4 percent) of Hampshire's $87.2 million in revenues in 1991. The addition of Vision Hosiery was the difference, the new unit by itself contributing 14.4 percent of sales.

IPO: 1992

In 1992 Kuttner took Hampshire public. With the investment banking firm of Legg Mason serving as book manager, Hampshire completed an initial public offering of stock in June 1992. The company hoped to receive $12 to $14 a share, but in the end had to settle for $9.50 a share. As a result, Hampshire netted about $8.3 million. The money was earmarked primarily to reduce debt, but some was also kept as working capital. About a week after the offering, Kuttner stepped down as Hampshire's chief executive, while remaining in New York to act as chairman. He was succeeded by Richard Owczarzak, a 20-year veteran of the apparel business, who worked out of the company's Charlotte, North Carolina, offices. His tenure at the helm would be brief, however, as Kuttner soon took back the CEO post.

Sweaters became more important to Hampshire in 1993 when hosiery sales slumped due to softening demand, while Hampshire Designers was enjoying a record year. In response to conditions, Hampshire consolidated its hosiery operations, closing a finishing plant in Belmont, North Carolina, and another facility in Concord, North Carolina. The work done at these locations was moved to Hampshire's three other hosiery plants. The company pursued a private-label strategy, producing hosiery for mass merchants, chains, and high-end customers under their private labels.

Hampshire's sweater business, in the meantime, was not overly diversified and was mostly limited to two product lines: women's branded acrylic sweaters, a market that had matured and offered little opportunity for growth, and high-quality cotton sweaters sold through mail order channels. All were manufactured in the United States and Hampshire's only significant brand was Designers Original. Moreover, retailers were looking to buy from fewer and larger suppliers. All these factors essentially forced Hampshire to diversify its sweater segment in an effort to become something of a one-stop shop, capable of filling a customers' complete sweater needs, both men's and women's and at all price tiers. This effort would also require the company to expand Hampshire's manufacturing capabilities beyond the United States and embrace global sourcing.

COMPANY PERSPECTIVES

America's largest sweater company and a leading marketer and designer of women's related separates.

In early 1994 Hampshire completed the $3.2 million purchase of San Francisco Knitworks, taking Hampshire into the men's and women's better sweater business. The new unit produced sweaters for designers Calvin Klein, Donna Karan, and Anne Klein. Despite the added business, revenues continued to dip to $83.6 million in 1994. In 1995 Hampshire began an effort to diversify beyond sweaters. Early in the year it acquired Seque, Ltd., maker of upper-moderate and better-price sweaters as well as women's blazers, blouses, skirts, and pants. The company had offices in New York and Hong Kong and generated annual sales in the neighborhood of $10 million. Later in 1995 Hampshire added designer Mary Jane Marcasiano and her signature line of knitwear to the fold, and added such high-end accounts as Barney's New York, Bergdorf Goodman, Saks Fifth Avenue, and Bloomingdale's. Also, in October 1995, Hampshire acquired The Winona Knitting Mills, Inc., of Winona, Minnesota. Founded in 1943, Winona did about $30 million in business each year in men's sweaters, mostly the result of private-label work for the likes of Woolrich, Lands' End, and L.L. Bean. It also produced men's sweaters under the Landscape, The Lake Harmony Rowing Club, Berwick, and American Portrait brands. In 1997 Hampshire added another well known brand, Geoffrey Beene, to its men's sweater line.

As a result of its acquisition spree, Hampshire experienced a sharp rise in net sales, which reached $112.5 million in 1995 and $148.3 million in 1996. Net income also increased to $6.7 million in 1995 and approached $12 million in 1996 when Hampshire sold more than 10 million sweaters. Sweater sales in 1996 accounted for $117.6 million while hosiery sales totaled just $30.7 million. This disparity grew even wider in 1997 when sweater sales increased to $140.8 million and hosiery sales slipped further to $23.6 million for net sales of $164.4 million. Also of note, in 1997 Hampshire looked to gain further diversity in its business by forming Hampshire Investments, Limited. In the first year the venture invested about $8 million in publicly traded apparel and textile companies, as well as real estate, entertainment, industrial, and service businesses—areas that Kuttner had been investing in personally for the previous 25 years.

Hampshire faced strong competition in the sweater field in 1998, but its diversified offerings helped it to increase sales to $168.7 million and stave off a significant erosion in earnings. For the year, Hampshire netted $5.7 million. The Mary Jane Marcasiano label performed poorly enough that the company elected to sell it in 1998. Hampshire Investments made further investments in 1998, the value of which increased to $15.5 million, split 60 percent real property and 40 percent stock. The hosiery business, by this point, was no longer a core business and the Hampshire took steps to sell it to a management team. The buyout was completed in June 1999.

Poor market conditions continued in 1999. One bright spot was the signing of a license agreement with Levi Strauss & Co. to produce and market men's sweaters under the highly popular Dockers label. By this point about half of Hampshire's sweaters were produced overseas. Due primarily to a significant drop in the sale of men's non-branded sweaters, Hampshire experienced a drop in net sales to $151.3 million in 1999, while earnings dipped below $5.2 million.

FACTORIES SOLD: 2000

Hampshire took the next step in its development in 2000 when it sold all of its manufacturing plants in favor of a worldwide sourcing network. The company also achieved greater diversity in 2000 by acquiring Item-Eyes, Inc., for $18.5 million. Item-Eyes added a broad line of women's coordinated sportswear, $100 million in sales, and major department stores accounts, such as Macy's and J.C. Penney Co. Hampshire added further breadth to its sweater lines in 2001 by signing licensing agreements with Levi Strauss and VF Corp. to produce and market men's sweaters under the Levi's, Wrangler, Wrangler Hero, and Timber Creek labels, and women's sweaters under the Dockers and Riders labels. As a result of these changes, Hampshire grew sales to $196.9 million in 2000 and to $263.5 million in 2001, while net income improved to $8.5 million in 2000 and $11.1 million in 2001.

With the apparel business doing so well, Hampshire Investments was no longer deemed an important factor in the company's business, and in 2003 it was sold to a management group. Hampshire devoted all of its attention to further growing its sweater and other apparel lines. In 2003 the company launched a new men's sweater collection, Spring + Mercer, an allusion to a pair of intersecting streets in New York City's trendy SoHo neighborhood. The line offered luxurious and fashionable, yet affordable, sweaters. The Nick Danger line of men's sweaters followed in 2004. Nick Danger was intended to be a casual wear design brand that could include other apparel.

Revenues topped $300 million and net income totaled $13.7 million in 2004. Hampshire focused attention on its women's offerings, especially in the upper end of the market. The David Brooks "country club chic" clothing line was acquired in 2005 to form its own division. Then, in 2006, the Marisa Christina brand was purchased for $4.8 million. An $18 million company, Marisa Christina offered a lifestyle apparel collection that appealed to a younger demographic than Hampshire's other lines. It was sold in specialty stores and upscale department stores. Hampshire also sought to appeal to younger customers by acquiring San Francisco-based Shane Hunter, Inc., which sold junior's apparel to mass merchant retailers, including Target and Mervyn's.

KEY DATES

1977:: The company is incorporated as a hosiery and sweater company.
1992:: Hampshire Group is taken public.
1995:: Segue, Ltd. is acquired.
1999:: The hosiery business is sold.
2000:: Hampshire's manufacturing plants are sold.
2005:: The company acquires the David Brooks label.

Hampshire was enjoying strong growth, with sales reaching $324 million and net income to $12.8 million in 2005, but the company would also have to contend with controversy in June 2006. The company announced that a probe would be launched by an audit committee and the board of directors to investigate claims connected to the misappropriation of assets for personal benefit, certain related party transactions, tax reporting, internal control deficiencies, and the reporting and accounting of expense reimbursements. Until the matter had been fully examined, Kuttner was placed on administrative leave, as was the chief accounting officer, the former chief financial officer who now served as treasurer, and two personal assistants. The head of the Hampshire Designers unit, Michael Culang, took over as Hampshire's interim CEO.