##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the quarterly period ended September 29, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the transition period from  to
 Commission File Number: 000-20201
 HAMPSHIRE GROUP, LIMITED
 (Exact name of registrant as specified in its charter)
 Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    06-0967107
(I.R.S. Employer
Identification No.)1924 Pearman Dairy Road, Anderson, South Carolina
(Address of principal executive offices)
    
    29625-1303
(Zip Code)
 (864) 231-1200
(Registrants telephone number, including area code)
 o þ
   Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
 o þ




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##### Table of Contents



EXPLANATORY NOTE
  Restatements and Related Matters




---



##### 



HAMPSHIRE GROUP, LIMITED
 QUARTERLY REPORT ON FORM 10-Q
 For the Quarterly Period Ended September 29, 2007
 SAFE HARBOR STATEMENT
    
    
    iiPART IFINANICIAL INFORMATION
    
    
    1Item 1. Financial Statements.
    
    
    1Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
    
    
    12Item 3. Quantitative and Qualitative Disclosures About Market Risk.
    
    
    22Item 4. Controls and Procedures.
    
    
    22PART IIOTHER INFORMATION
    
    
    23Item 1. Legal Proceedings.
    
    
    23Item 1A. Risk Factors.
    
    
    23Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
    
    
    23Item 3. Defaults Upon Senior Securities.
    
    
    23Item 4. Submission of Matters to a Vote of Security Holders.
    
    
    23Item 5. Other Information.
    
    
    23Item 6. Exhibits.
    
    
    24Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2




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##### Table of Contents



SAFE HARBOR STATEMENT
UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
  Risk
Factors




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##### Table of Contents



PART IFINANICIAL INFORMATION
 
 Item 1. Financial Statements.
 Hampshire Group, Limited and Subsidiaries
Unaudited Condensed Consolidated Balance Sheets
 (In thousands, except par value and shares)
    
    September 29, 2007
    
    
    December 31, 2006Current assets:Cash and cash equivalents
    
    $
    
    
    
    $
    70,210Accounts receivable, net
    
    
    73,745
    
    
    
    33,456Other receivables
    
    
    5,938
    
    
    
    2,442Inventories, net
    
    
    70,759
    
    
    
    22,139Deferred tax assets
    
    
    10,512
    
    
    
    7,586Other current assets
    
    
    1,704
    
    
    
    5,217Total current assets
    
    
    162,658
    
    
    
    141,050Fixed assets, net
    
    
    2,611
    
    
    
    1,964Goodwill
    
    
    8,392
    
    
    
    8,392Intangible assets, net
    
    
    2,045
    
    
    
    2,190Other assets
    
    
    2,876
    
    
    
    2,309Total assets
    
    $
    178,582
    
    
    $
    155,905Current liabilities:Current portion of long-term debt
    
    $
    50
    
    
    $
    49Borrowings under credit facility
    
    
    22,980
    
    
    
    Accounts payable
    
    
    25,642
    
    
    
    16,826Accrued expenses and other liabilities
    
    
    18,169
    
    
    
    30,916Total current liabilities
    
    
    66,841
    
    
    
    47,791Long-term debt less current portion
    
    
    43
    
    
    
    12Other long term liabilities
    
    
    7,072
    
    
    
    525Total liabilities
    
    
    73,956
    
    
    
    48,328Commitments and contingencies (Note 6)
    
    
    
    
    
    
    Stockholders equity:Preferred stock, $0.10 par value, 1,000,000 shares authorized; none issued
    
    
    
    
    
    
    Common stock, $0.10 par value, 10,000,000 shares authorized; 8,243,784
shares issued at September 29, 2007 and December 31, 2006
    
    
    824
    
    
    
    824Additional paid-in capital
    
    
    35,977
    
    
    
    35,747Retained earnings
    
    
    76,271
    
    
    
    79,452Treasury stock, 384,279 shares at cost at September 29, 2007 and December
31, 2006
    
    
    (8,446
    )
    
    
    (8,446
    )Total stockholders equity
    
    
    104,626
    
    
    
    107,577Total liabilities and stockholders equity
    
    $
    178,582
    
    
    $
    155,905
   1




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##### Table of Contents



Hampshire Group, Limited and Subsidiaries
Unaudited Condensed Consolidated Statements of Operations
 For the Three Months Ended
    
    
    For the Nine Months EndedSeptember 29,
    
    
    September 30,
    
    
    September 29,
    
    
    September 30,(In thousands, except per share data)
    
    2007
    
    
    2006
    
    
    2007
    
    
    2006Net sales
    
    $
    103,584
    
    
    $
    112,622
    
    
    $
    203,820
    
    
    $
    229,551Cost of goods sold
    
    
    77,294
    
    
    
    82,610
    
    
    
    152,499
    
    
    
    172,607Gross profit
    
    
    26,290
    
    
    
    30,012
    
    
    
    51,321
    
    
    
    56,944Selling, general, and administrative expenses
    
    
    19,799
    
    
    
    21,124
    
    
    
    55,187
    
    
    
    55,425Investigation, restatement, and related expenses
    
    
    1,082
    
    
    
    4,046
    
    
    
    4,929
    
    
    
    4,467Income (loss) from operations
    
    
    5,409
    
    
    
    4,842
    
    
    
    (8,795
    )
    
    
    (2,948
    )Other income (expense):Interest income
    
    
    116
    
    
    
    80
    
    
    
    1,592
    
    
    
    1,110Interest expense
    
    
    (80
    )
    
    
    (74
    )
    
    
    (100
    )
    
    
    (101
    )Other, net
    
    
    (213
    )
    
    
    (5
    )
    
    
    (33
    )
    
    
    177Income (loss) before income taxes and extraordinary item
    
    
    5,232
    
    
    
    4,843
    
    
    
    (7,336
    )
    
    
    (1,762
    )Provision (benefit) for income taxes
    
    
    1,133
    
    
    
    2,927
    
    
    
    (5,414
    )
    
    
    (1,065
    )Income (loss) before extraordinary item
    
    
    4,099
    
    
    
    1,916
    
    
    
    (1,922
    )
    
    
    (697
    )Extraordinary item  gain on acquisition
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,800Net income (loss)
    
    $
    4,099
    
    
    $
    1,916
    
    
    $
    (1,922
    )
    
    $
    1,103Income (loss) per share before extraordinary item:Basic
    
    $
    0.52
    
    
    $
    0.24
    
    
    $
    (0.24
    )
    
    $
    (0.09
    )Diluted
    
    $
    0.52
    
    
    $
    0.24
    
    
    $
    (0.24
    )
    
    $
    (0.09
    )Income per share from extraordinary item:Basic
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    0.23Diluted
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    0.23Net income (loss) per share:Basic
    
    $
    0.52
    
    
    $
    0.24
    
    
    $
    (0.24
    )
    
    $
    0.14Diluted
    
    $
    0.52
    
    
    $
    0.24
    
    
    $
    (0.24
    )
    
    $
    0.14Weighted average number of shares outstanding:Basic weighted average number of common shares outstanding
    
    
    7,860
    
    
    
    7,849
    
    
    
    7,860
    
    
    
    7,857Diluted weighted average number of common shares
outstanding
    
    
    7,860
    
    
    
    7,856
    
    
    
    7,860
    
    
    
    7,864
   2




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Hampshire Group, Limited and Subsidiaries
Unaudited Condensed Consolidated Statement of Stockholders Equity
 Additional
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    TotalCommon Stock
    
    
    Paid-In
    
    
    Retained
    
    
    Treasury Stock
    
    
    Stockholders'(In thousands, except shares)
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    Shares
    
    
    Amount
    
    
    EquityBalance at December 31, 2006
    
    
    8,243,784
    
    
    $
    824
    
    
    $
    35,747
    
    
    $
    79,452
    
    
    
    384,279
    
    
    $
    (8,446
    )
    
    $
    107,577FIN 48 cumulative effect of change in accounting (Note 7)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,259
    )
    
    
    
    
    
    
    
    
    
    
    (1,259
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,922
    )
    
    
    
    
    
    
    
    
    
    
    (1,922
    )Tax benefits from share-based payment arrangements
    
    
    
    
    
    
    
    
    
    
    230
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    230Balance at September 29, 2007
    
    
    8,243,784
    
    
    $
    824
    
    
    $
    35,977
    
    
    $
    76,271
    
    
    
    384,279
    
    
    $
    (8,446
    )
    
    $
    104,626
   3




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Hampshire Group, Limited and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
 For the Nine Months Ended(In thousands)
    
    September 29, 2007
    
    
    September 30, 2006Cash flows from operating activities:Net income (loss)
    
    $
    (1,922
    )
    
    $
    1,103Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:Extraordinary gain on acquisition
    
    
    
    
    
    
    (1,800
    )Depreciation and amortization
    
    
    1,057
    
    
    
    1,042Loss (gain) on disposition of fixed assets
    
    
    (57
    )
    
    
    10Deferred income tax (benefit) provision, net
    
    
    (614
    )
    
    
    633Deferred compensation expense, net
    
    
    
    
    
    
    753Excess tax benefits from share-based arrangements
    
    
    (230
    )
    
    
    (214
    )Changes in operating assets and liabilities, net
of effects of acquisitions:Receivables, net
    
    
    (42,883
    )
    
    
    (42,190
    )Inventories, net
    
    
    (48,620
    )
    
    
    (31,699
    )Other assets
    
    
    3,244
    
    
    
    (1,824
    )Liabilities
    
    
    (1,925
    )
    
    
    5,475Net cash provided by (used in) operating activities
    
    
    (91,950
    )
    
    
    (68,711
    )Cash flows from investing activities:Proceeds from the sale of short-term investments
    
    
    
    
    
    
    10,395Purchases of short-term investments
    
    
    
    
    
    
    (341
    )Purchase of securities for deferred compensation
    
    
    
    
    
    
    (657
    )Cash used for business acquisitions, net of cash acquired
    
    
    
    
    
    
    (2,768
    )Intangible asset acquired
    
    
    (237
    )
    
    
    Capital expenditures
    
    
    (1,309
    )
    
    
    (535
    )Proceeds from the sale of fixed assets
    
    
    129
    
    
    
    22Net cash provided by (used in) investing activities
    
    
    (1,417
    )
    
    
    6,116Cash flows from financing activities:Proceeds from credit facility
    
    
    28,240
    
    
    
    20,800Repayments of credit facility
    
    
    (5,260
    )
    
    
    (10,400
    )Advances repaid to factor
    
    
    
    
    
    
    (12,775
    )Purchase of treasury stock, net
    
    
    
    
    
    
    (593
    )Repayment of long-term debt
    
    
    (53
    )
    
    
    (34
    )Excess tax benefits from share-based arrangements
    
    
    230
    
    
    
    214Proceeds from issuance of stock under Company stock plans
    
    
    
    
    
    
    20Net cash provided by (used in) financing activities
    
    
    23,157
    
    
    
    (2,768
    )Net decrease in cash and cash equivalents
    
    
    (70,210
    )
    
    
    (65,363
    )Cash and cash equivalents at beginning of period
    
    
    70,210
    
    
    
    65,791Cash and cash equivalents at end of period
    
    $
    
    
    
    $
    428
   4




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Note 1  Basis of Presentation
   Exit Costs  Dispositions, Exit
Activities, and Related Matters
 Intangible Assets  ® Dispositions, Exit Activities, and Related Matters
 Stock Options
 Recent Accounting Standards
  Presentation of Prior Years Data
  5




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Note 2  Inventories
  (In thousands)
    
    September 29, 2007
    
    
    December 31, 2006Finished goods
    
    $
    81,349
    
    
    $
    25,366Work-in-process
    
    
    347
    
    
    
    225Raw materials and supplies
    
    
    535
    
    
    
    984Total cost
    
    
    82,231
    
    
    
    26,575Less: reserves
    
    
    (11,472
    )
    
    
    (4,436
    )Inventories, net
    
    $
    70,759
    
    
    $
    22,139
 Note 3  Investigation, restatement, and related expenses
       6




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Note 4  Revolving Credit Facility
          7




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##### Table of Contents



Note 5  Earnings (Loss) Per Share
  Numerator
    
    
    Denominator
    
    
    Per Share(In thousands, except per share data)
    
    Income (Loss)
    
    
    Shares
    
    
    AmountThree months ended September 29, 2007:Basic net income
    
    $
    4,099
    
    
    
    7,860
    
    
    $
    0.52Effect of dilutive securities:Stock options
    
    
    
    
    
    
    
    
    
    
    Diluted net income
    
    $
    4,099
    
    
    
    7,860
    
    
    $
    0.52Three months ended September 30, 2006:Basic net income
    
    $
    1,916
    
    
    
    7,849
    
    
    $
    0.24Effect of dilutive securities:Stock options
    
    
    
    
    
    
    7
    
    
    
    Diluted net income
    
    $
    1,916
    
    
    
    7,856
    
    
    $
    0.24Nine months ended September 29, 2007:Basic net loss
    
    $
    (1,922
    )
    
    
    7,860
    
    
    $
    (0.24
    )Effect of dilutive securities:Stock options
    
    
    
    
    
    
    
    
    
    
    Diluted net loss
    
    $
    (1,922
    )
    
    
    7,860
    
    
    $
    (0.24
    )Nine months ended September 30, 2006:Loss before extraordinary item
    
    $
    (697
    )
    
    
    7,857
    
    
    $
    (0.09
    )Extraordinary item  gain on acquisition
    
    
    1,800
    
    
    
    
    
    
    
    0.23Basic net income
    
    
    1,103
    
    
    
    7,857
    
    
    
    0.14Effect of dilutive securities:Stock options
    
    
    
    
    
    
    7
    
    
    
    Diluted net income
    
    $
    1,103
    
    
    
    7,864
    
    
    $
    0.14
  Note 6  Commitments and Contingencies
   8




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New Facility Lease and Related Credit Facility Amendment
 (In thousands)
    
    Total
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    ThereafterFacility lease
    
    $
    59,830
    
    
    $
    
    
    
    $
    2,905
    
    
    $
    3,486
    
    
    $
    3,646
    
    
    $
    3,678
    
    
    $
    46,115
   Note 7  Taxes
 FASB Interpretation No. 48
  9




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Other Tax Matters
   Note 8  Dispositions, Exit Activities, and Related Matters
 Sale of David Brooks Assets and Certain Marisa Christina Rights  ®
  10




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Marisa Christina Exit Costs
 Three Months Ended
    
    
    Nine Months Ended(In thousands)
    
    September 29, 2007
    
    
    September 29, 2007Personnel reductions
    
    $
    
    
    
    $
    212Vendor settlements
    
    
    
    
    
    
    696End of period
    
    $
    
    
    
    $
    908
  Three Months Ended September 29, 2007Personnel
    
    
    Vendor(In thousands)
    
    Reductions
    
    
    Settlements
    
    
    TotalBeginning of period
    
    $
    145
    
    
    $
    609
    
    
    $
    754Costs charged to expense
    
    
    
    
    
    
    
    
    
    
    Costs paid or settled
    
    
    (145
    )
    
    
    (435
    )
    
    
    (580
    )End of period
    
    $
    
    
    
    $
    174
    
    
    $
    174
 Nine Months Ended September 29, 2007Personnel
    
    
    Vendor(In thousands)
    
    Reductions
    
    
    Settlements
    
    
    TotalBeginning of period
    
    $
    
    
    
    $
    
    
    
    $
    Costs charged to expense
    
    
    212
    
    
    
    696
    
    
    
    908Costs paid or settled
    
    
    (212
    )
    
    
    (522
    )
    
    
    (734
    )End of period
    
    $
    
    
    
    $
    174
    
    
    $
    174
  Personnel Reductions
 Vendor Settlements
  11




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 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 factors discussed elsewhere in this report. This discussion should be
read in conjunction with the discussion of forward-looking statements, the financial statements,
and the related notes and the other statistical information included in this report.
 DISCUSSION OF FORWARD-LOOKING STATEMENTS
 Risk Factors
 
    
    Decreases in business from or the loss of any one of our key customers;
    
    Financial instability experienced by our customers;
    
    Loss 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;
    
    Use of foreign suppliers for raw materials and manufacture of our products;
    
    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 port, our suppliers, manufacturers, or distribution facilities;
    
    Chargebacks and margin support payments;
    
    Failure, inadequacy, interruption, or security lapse of our information technology;
    
    Failure to compete successfully in a highly competitive and fragmented industry;
    
    Challenges integrating the Shane Hunter business or any other businesses we may
acquire;
    
    An ongoing dispute with our former Chief Executive Officer and Chairman;
    
    Ownership of a significant portion of our common stock by our former Chief Executive
Officer and Chairman could determine the outcome of matters presented to stockholders
for approval;
    
    Unanticipated expenses beyond the amount reserved on our balance sheet or
unanticipated cash payments related to the ultimate resolution of income and other
possible tax liabilities;
    
    Future defaults under our credit facility;
    
    Loss of certain key personnel which could negatively impact our ability to manage
our business;
    
    Material weaknesses in our internal control over financial reporting;
    
    Investigations by the SEC and the United States Attorney of the Southern District of
New York (U.S. Attorneys Office); and
    
    Potential future restatements of our prior financial statements.
   12




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OVERVIEW
        AUDIT COMMITTEE INVESTIGATION AND RELATED MATTERS
     13




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Results of Operations
  Legal and Compliance Matters
        14




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Delisting
  Revolving Credit Facility Extension
    Rescheduled Credit Facility Reporting Requirements
      15




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OTHER MATTERS
 New Facility Lease and Related Credit Facility Amendment
  (in thousands)
    
    Total
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    ThereafterFacility lease
    
    $
    59,830
    
    
    $
    
    
    
    $
    2,905
    
    
    $
    3,486
    
    
    $
    3,646
    
    
    $
    3,678
    
    
    $
    46,115
   Acquisitions, Dispositions, Exit Activities, and Related Matters
 Acquisitions
 ®
    16




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Exit Activities
 Sale of David Brooks Assets and Certain Marisa Christina Rights  ®
 
  Marisa Christina Exit Costs
 Three Months Ended
    
    
    Nine Months Ended(In thousands)
    
    September 29, 2007
    
    
    September 29, 2007Personnel reductions
    
    $
    
    
    
    $
    212Vendor settlements
    
    
    
    
    
    
    696End of period
    
    $
    
    
    
    $
    908
  Three Months Ended September 29, 2007Personnel
    
    
    Vendor(In thousands)
    
    Reductions
    
    
    Settlements
    
    
    TotalBeginning of period
    
    $
    145
    
    
    $
    609
    
    
    $
    754Costs charged to expense
    
    
    
    
    
    
    
    
    
    
    Costs paid or settled
    
    
    (145
    )
    
    
    (435
    )
    
    
    (580
    )End of period
    
    $
    
    
    
    $
    174
    
    
    $
    174
 Nine Months Ended September 29, 2007Personnel
    
    
    Vendor(In thousands)
    
    Reductions
    
    
    Settlements
    
    
    TotalBeginning of period
    
    $
    
    
    
    $
    
    
    
    $
    Costs charged to expense
    
    
    212
    
    
    
    696
    
    
    
    908Costs paid or settled
    
    
    (212
    )
    
    
    (522
    )
    
    
    (734
    )End of period
    
    $
    
    
    
    $
    174
    
    
    $
    174
  Personnel Reductions
 Vendor Settlements
  17




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RESULTS OF OPERATIONS
 Quarterly Comparison  Three Months Ended September 29, 2007 and September 30, 2006
 Net Sales
   Gross Profit
 Selling, General, and Administrative Expenses
 Investigation, Restatement, and Related Expenses
 Income Taxes
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Year-to-Date Comparison  Nine Months Ended September 29, 2007 and September 30, 2006
 Net Sales
    Gross Profit
   Income Taxes
 Extraordinary Income  Dispositions,
Exit Activities, and Related Matters Acquisitions,
Dispositions, and Related Matters .
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LIQUIDITY AND CAPITAL RESOURCES
          OFF-BALANCE SHEET ARRANGEMENTS
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CRITICAL ACCOUNTING POLICIES AND ESTIMATES
  RECENT ACCOUNTING PRONOUNCEMENTS
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
  
 Item 4. Controls and Procedures.
 Disclosure Controls and Procedures
   
    
    Aggregation of Control Deficiencies at our Shane Hunter Subsidiary
The Company failed to maintain effective internal controls related to accounting, financial
reporting, and information technology at its Shane Hunter division, which was acquired on
January 5, 2006. These deficiencies included a lack of timely and sufficient financial
statement account reconciliation and analysis, a lack of sufficient support resources within
the accounting and finance group, and lack of properly updated and maintained information
technology systems. In addition, the initial acquisition accounting was not properly
performed due to limitations on information available and the other control deficiencies
denoted herein.
 Changes in Internal Control Over Financial Reporting
 Remediation of Material Weakness in Internal Controls Over Financial Reporting
   
    
    Implemented enhanced procedures and controls at the Shane Hunter division around the
accounting and financial reporting process as well as the financial review process at the
corporate level. These enhancements include but are not limited to formalization of the
procedures for the financial statement close process and providing more corporate oversight in
both the areas of accounting and information technology. In addition, the Company has
evaluated the divisions information technology infrastructure and intends to upgrade these
systems.
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PART IIOTHER INFORMATION
 
 Item 1. Legal Proceedings.
 Commitments and Contingencies Legal and Compliance Matters
 
 Item 1A. Risk Factors.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 ISSUER PURCHASES OF EQUITY SECURITIES
COMMON STOCK, $0.10 PAR VALUE
 MaximumTotal Number of
    
    
    Number of SharesTotal
    
    
    
    
    
    
    Shares Purchased
    
    
    that May Yet beNumber of
    
    
    Average
    
    
    as Part of Publicly
    
    
    Purchased UnderShares
    
    
    Price Paid
    
    
    Announced Plans
    
    
    Such Plans orPeriod
    
    Purchased
    
    
    per Share
    
    
    or Programs
    
    
    ProgramsJuly 1   July 31, 2007
    
    
    
    
    
    $
    
    
    
    
    Aug. 1  Aug. 31, 2007
    
    
    
    
    
    
    
    
    
    
    Sept. 1  Sept. 29, 2007
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    1,036,490
  
 Item 3. Defaults Upon Senior Securities.
 Revolving Credit Facility Commitments and Contingencies , Revolving Credit Facility Extension Rescheduled Credit Facility
Reporting Requirements New Facility Lease and Related Credit Facility Amendment
 
 Item 4. Submission of Matters to a Vote of Security Holders.
  
 Item 5. Other Information.
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Item 6. Exhibits.
 (a) The following exhibits are filed as part of this Report:
 10.1
    
    Amendment No. 6 and waiver, dated as of July 11, 2007, to that certain Credit
Agreement and Guaranty, dated as of August 15, 2003 and amended as of December 29, 2004,
November 10, 2005, August 8, 2006, October 13, 2006, December 29, 2006, and March 30, 2007
by and among the Company, the Guarantors party thereto, HSBC Bank USA, National
Association, as Agent for the Banks, and the Banks named therein (incorporated by reference
to Exhibit 10.2 to the Companys Current Report (File No. 000-20201) on Form 8-K filed on
July 17, 2007).10.2
    
    Waiver, dated as of July 25, 2007, to that certain Credit Agreement and Guaranty,
dated as of August 15, 2003 and amended as of December 29, 2004, November 10, 2005, August
8, 2006, October 13, 2006, December 29, 2006, March 30, 2007, and July 11, 2007 by and
among the Company, the Guarantors party thereto, HSBC Bank USA, National Association, as
Agent for the Banks, and the Banks named therein (incorporated by reference to Exhibit 10.1
to the Companys Current Report (File No. 000-20201) on Form 8-K filed on July 27, 2007).10.3
    
    Waiver, dated as of August 31, 2007, to that certain Credit Agreement and Guaranty,
dated as of August 15, 2003 and amended as of December 29, 2004, November 10, 2005, August
8, 2006, October 13, 2006, December 29, 2006, March 30, 2007, July 11, 2007 and July 25,
2007 by and among the Company, the Guarantors party thereto, HSBC Bank USA, National
Association, as Agent for the Banks, and the Banks named therein (incorporated by reference
to Exhibit 10.1 to the Companys Current Report (File No. 000-20201) on Form 8-K filed on
August 31, 2007).10.4
    
    Lease Agreement between CHARNEY-FPG 114 41ST STREET, LLC and Hampshire Group,
Limited, dated as of July 11, 2007 (incorporated by reference to Exhibit 10.1 to the
Companys Current Report (File No. 000-20201) on Form 8-K filed on July 17, 2007).31.1
    
    Certification of Interim Chief Executive Officer pursuant to Item 601(b) (31) of
Regulation S-K as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer pursuant to Item 601(b) (31) of Regulation
S-K as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification of Interim Chief Executive Officer pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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SIGNATURES
  Hampshire Group, LimitedDate: December 7, 2007
    
    By:
    
    /s/ Michael S. CulangMichael S. CulangInterim Chief Executive Officer and President/s/ Jonathan W. NorwoodJonathan W. NorwoodVice President and Chief Financial Officer(Principal Financial and Accounting Officer)
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INDEX TO EXHIBITS
 EXHIBITNUMBER
    
    DESCRIPTION31.1
    
    Certification of Interim Chief Executive Officer pursuant to Item 601(b) (31) of
Regulation S-K as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer pursuant to Item 601(b) (31) of Regulation S-K
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification of Interim Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002