<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- -- ACT OF 1934
For the quarterly period ended: November 30, 1995
OR
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 0-13851
NITCHES, INC. (FORMERLY NAMED BEEBA'S CREATIONS, INC.)
(Exact name of registrant as specified in its charter)
California 95-2848021
(State of Incorporation) (I.R.S. Employer Identification No.)
10280 Camino Santa Fe, San Diego, California 92121
(Address of principal executive offices)
Registrant's telephone number, including area code: (619) 549-2922
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
As of January 4, 1996, 1,210,296 shares of the Registrant's common stock were
outstanding.
Page 1 of 16
<PAGE> 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
NITCHES, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
<TABLE>
<CAPTION>
November 30, August 31,
1995 1995
------------ -----------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 1,817,140 $10,485,189
Receivables:
Trade accounts, less allowance
for doubtful accounts ($251,000
at November 30, 1995 and
$333,000 at August 31, 1995) 6,335,656 10,240,864
Income taxes receivable 109,560 458,789
Due from affiliates and employees 15,613 19,006
----------- -----------
6,460,829 10,718,659
Inventories 8,505,953 6,679,522
Deferred income taxes 1,805,152 1,479,673
Other current assets 409,097 608,126
----------- -----------
Total current assets 18,998,171 29,971,169
Furniture, fixtures and equipment 394,120 407,217
Other assets 573,789 587,193
----------- -----------
$19,966,080 $30,965,579
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and
accrued expenses $7,254,612 $8,433,214
----------- -----------
Total current liabilities 7,254,612 8,433,214
Deferred income taxes 1,095,858 1,095,858
Shareholders' equity:
Preferred stock, no par value,
25,000,000 shares authorized
Common stock, no par value,
50,000,000 shares authorized;
issued and outstanding (1,210,296
at November 30, 1995 and
2,398,224 at August 31, 1995) 2,917,355 12,586,793
Retained earnings 8,698,255 8,849,714
----------- -----------
Total shareholders' equity 11,615,610 21,436,507
----------- -----------
$19,966,080 $30,965,579
=========== ===========
</TABLE>
2
<PAGE> 3
NITCHES, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three months ended November 30,
-------------------------------
1995 1994
------------- -------------
<S> <C> <C>
Net sales $13,333,684 $19,811,820
Cost of goods sold 10,229,868 15,226,417
------------ ------------
Gross profit 3,103,816 4,585,403
Expenses:
Selling, general and
administrative 3,430,127 4,849,064
------------ ------------
Income (loss) from operations (326,311) (263,661)
Interest income 96,827 42,252
Interest expense (2,221)
------------ ------------
Income (loss) before income taxes (229,484) (223,630)
Provision (benefit) for income taxes (78,025) (93,391)
------------ ------------
Net income (loss) before
minority interest (151,459) (130,239)
Minority interest (55,100)
------------ ------------
Net income (loss) ($151,459) ($75,139)
============ ============
Net income (loss) per common share ($.13) ($.03)
============ ============
Weighted average number of
shares outstanding 1,210,296 2,494,897
============ ============
</TABLE>
3
<PAGE> 4
NITCHES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Three months ended November 30,
-------------------------------
1995 1994
------------ ------------
<S> <C> <C>
Net cash provided by
operating activities $1,055,322 $2,953,495
------------ ------------
Cash flows from investing activities:
Capital expenditures (53,933) (186,649)
------------ ------------
Net cash (used) by
investing activities (53,933) (186,649)
------------ ------------
Cash flows from financing activities:
Net repayments under line of credit
and short-term loan agreements (3,000,000)
Proceeds from exercise
of stock options 5,152
Purchases and retirement of
subsidiary shares by subsidiary (10,369) (4,579,520)
Purchases of subsidiary
shares by parent (375,271)
Purchases and retirement of
parent common stock (9,664,221) (152,601)
------------ ------------
Net cash (used) by
financing activities (9,669,438) (8,107,392)
------------ ------------
Net (decrease) in cash and
cash equivalents (8,668,049) (5,340,546)
Cash and cash equivalents
at beginning of period 10,485,189 6,565,813
------------ -----------
Cash and cash equivalents
at end of period $1,817,140 $1,225,267
============ ============
Supplemental disclosures of cash
flow information:
Cash paid during the period:
Interest $17,750
Income taxes $5,500 $18,846
</TABLE>
4
<PAGE> 5
NITCHES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
1. Effective December 22, 1995, the Company amended its Articles of
Incorporation to change the Company's name from Beeba's Creations, Inc. to
Nitches, Inc. Effective December 22, 1995, the Company's stock trading symbol
on NASDAQ was changed to "NICH".
2. Condensed Financial Statements:
The consolidated balance sheet as of November 30, 1995, and the
consolidated statements of operations and the condensed consolidated cash flow
statements for the three months ended November 30, 1995 and 1994 have been
prepared by the Company without audit. In the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
present fairly the consolidated financial position, results of operations and
cash flows at November 30, 1995 and for all periods presented have been made.
The results of operations for the periods ended November 30, 1995 and 1994 are
not necessarily indicative of the operating results for the full years.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these
financial statements be read in conjunction with the financial statements and
notes thereto included in the Company's August 31, 1995 audited financial
statements.
3. Earnings Per Share:
At November 30, 1995 and 1994, outstanding options were either
antidilutive or diluted earnings per share by less than 3%, and, accordingly,
were not included in the weighted average number of shares outstanding for the
period.
4. Inventories:
<TABLE>
<CAPTION>
November 30, August 31,
1995 1995
------------ ------------
<S> <C> <C>
Fabric and trims $1,991,172 $1,316,292
Finished goods 6,514,781 5,363,230
----------- -----------
$8,505,953 $6,679,522
=========== ===========
</TABLE>
5
<PAGE> 6
NITCHES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
5. Notes Payable and Contingent Liabilities:
At November 30, 1995, the Company had agreements with a financial
institution pursuant to which the Company generally sells and assigns
substantially all of its trade accounts receivable to the financial institution
on a pre-approved non-recourse basis. The Company may request advances in
anticipation of customer collections at the lender's prime rate plus one
percent or LIBOR plus two percent, borrow on an acceptance basis at rates which
vary in accordance with the prevailing market rate for such acceptances and
open letters of credit through the lender, all of which are collateralized by
all of the Company's assets. Contingent liabilities for irrevocable letters of
credit outstanding are as follows:
<TABLE>
<CAPTION>
November 30, August 31,
1995 1995
------------ ------------
<S> <C> <C>
Contingent liabilities for
irrevocable letters of credit $8,752,006 $10,746,558
</TABLE>
6. Litigation:
On August 8, 1994, a class action lawsuit was filed in the San Diego
Superior Court against the Company, its Body Drama subsidiary and certain
former and present directors and officers of Body Drama seeking to enjoin Body
Drama's tender offer for its shares and to recover certain unspecified damages
on the basis of alleged breaches of fiduciary duty by the defendants. The
court denied the plaintiffs' claim for injunctive relief and the tender offer
closed on September 21, 1994. On January 20, 1995, the court dismissed two of
the four causes of action claimed by the plaintiffs in the lawsuit. Management
believes that the remaining allegations of the complaint are without merit and
intends to vigorously defend the lawsuit.
6
<PAGE> 7
NITCHES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
7. Restructuring Reserve:
In the fourth quarter of fiscal 1995, the Company recorded a
restructuring charge of $1.8 million, of which approximately $1.5 million was
accrued in trade accounts and other payables at August 31, 1995. Amounts
charged against this liability in the first quarter of fiscal 1996 include
employee severance payments ($185,000), lease and related facility payments
($50,000) and other miscellaneous items ($3,000). The balance of this
restructuring reserve was approximately $1.3 million at November 30, 1995. The
restructuring is expected to be completed by early calendar 1996. Payment of
the remaining lease liability and related payments for the Company's former
office and warehouse facility will extend through August 1996.
8. Tender Offer:
On September 1, 1995, the Company purchased and retired 1,200,000
shares of its common stock at $8 per share in connection with a tender offer by
the Company. The aggregate cost of the shares, including legal and other costs
associated with the tender offer, was approximately $9.7 million.
7
<PAGE> 8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
Results of Operations
Net sales for the three months ended November 30, 1995 decreased
$6.5 million (32.7%) as compared to the three months ended November 30, 1994.
This decrease is primarily attributable to the Company's sale of various assets
and licensing of certain tradenames associated with its junior, girls and
maternity product lines in August 1995. On October 31, 1995 the Company ceased
purchasing garments which had previously been sold under the tradenames
licensed to the buyer. The Company's sales of these products amounted to $2.9
million in the quarter ended November 30, 1995 and $6.1 million in the quarter
ended November 30, 1994. In addition, sales decreased in the current quarter
due to a 30% decrease in the number of garments sold offset by a 9% increase in
the average selling price per garment.
As a result of the Company's efforts to reduce sales of unprofitable
product lines and the sale of its junior, girls and maternity product lines
discussed above, net sales in each of the remaining quarters of fiscal 1996 are
likely to be significantly lower than the quarterly net sales reported in
fiscal 1995. The junior, girls and maternity product lines generated $4.7,
million, $4.9 million and $5.2 million of net sales in the second, third and
fourth quarters of fiscal 1995, respectively.
The gross margin of 23.3% for the first quarter of fiscal 1996 was
approximately the same as the 23.1% gross margin reported for the first quarter
of last year. The Company's product mix is constantly changing to reflect the
changing seasons and fashion trends. Consequently, gross margins are likely to
vary on a quarter-to-quarter basis and in comparison to gross margins generated
in the same quarter of prior fiscal years.
Selling, general and administrative expenses decreased in dollar
amount from $4.8 million for the first quarter of last year to $3.4 million for
the current quarter, but increased slightly as a percent of sales (24.5% for
the first quarter of last year and 25.7% for the current quarter). The decrease
in dollar amount reflects the Company's recent restructuring. The increase as
a percent of sales was due to the decrease in sales volume in the current
quarter.
In the first quarter of fiscal 1995, the Company's Body Drama
subsidiary completed a tender offer and retired 92% of its publicly owned
shares. The Company subsequently purchased the remaining outstanding shares of
Body Drama and thereafter owned 100% of Body Drama. Consequently, there is no
minority interest in the first quarter of fiscal 1996.
8
<PAGE> 9
Liquidity and Capital Resources
The Company generated approximately $1.1 million of cash from
operations in the first quarter of fiscal 1996, primarily from the normal
seasonal reduction of inventory and the collection of accounts receivable. On
September 1, 1995, the Company purchased and retired 1,200,000 shares of its
common stock at $8 per share in connection with a tender offer by the Company.
The aggregate cost of the shares, including legal and other costs associated
with the tender offer, was approximately $9.7 million, which was funded
entirely from the Company's existing cash balance. Primarily as a result of
this transaction, the Company's cash balance decreased from $10.5 million at
August 31, 1995 to $1.8 million at November 30, 1995.
At November 30, 1995, the Company had agreements with a financial
institution pursuant to which the Company sells substantially all of its trade
accounts receivable to the financial institution on a pre-approved non-recourse
basis. Occasionally, the Company ships merchandise to customers and does not
sell the resulting receivables to the financial institution. Such shipments
are generally made on a COD basis or are backed by a commercial or standby
letter of credit issued by the customer's bank. The amount of the Company's
receivables which were not sold to the financial institution and were not made
on a COD basis or supported by commercial or standby letters of credit at
November 30, 1995 was approximately $195,000.
Payment for receivables which are sold to the financial institution
is made at the time customers make payment to the financial institution or, if
a customer is financially unable to make payment, within approximately 180 days
of the invoice due date. The Company may request advances in anticipation of
customer collections at the lender's prime rate plus one percent or LIBOR plus
two percent, borrow on an acceptance basis at rates which vary in accordance
with the prevailing market rate for such acceptances and open letters of credit
through the lender. The amount of such borrowings, including a portion of
outstanding letters of credit, are limited to certain percentages of
outstanding accounts receivable and finished goods inventory owned by the
Company and are collateralized by all of the assets of the Company. At
November 30, 1995, the Company had outstanding letters of credit of $8,752,006
which had been opened through the financial institution. There were no cash
borrowings outstanding from the financial institution as of November 30, 1995.
Under these agreements, the Company is required to maintain certain levels of
net worth and working capital.
9
<PAGE> 10
In fiscal 1995, the Company's Body Drama subsidiary acquired
1,446,921 shares of its stock at $2.93 per share. The total cost of these
shares is expected to be approximately $4.9 million, which includes expenses
specifically associated with the tender offer, including the estimated costs of
defense for a related class action suit filed against Body Drama, the Company
and several of its officers and directors. Approximately $10,000 of this
amount was paid in the first quarter of fiscal 1996. On November 30, 1994, the
Company acquired the remaining 128,079 outstanding shares of Body Drama at
$2.93 per share. The aggregate cost of the shares, which includes legal and
other costs incurred in connection with the purchase, was $385,000.
The Company is not aware of any trends or other matters which will,
or are reasonably likely to, result in its liquidity materially increasing or
decreasing.
Inventory
The experience of the Company demonstrates that, in its ordinary
course of operations, a portion of the Company's sales may be made below its
normal selling prices or below cost subsequent to November 30, 1995. However,
the amount of such sales depends on several factors, including general economic
conditions, market conditions within the apparel industry, the desirability of
the styles held in inventory and competitive pressures from other garment
suppliers.
The Company's inventory decreased from $9.4 million at November 30,
1994 to $8.5 million at November 30, 1995. The Company has established an
inventory markdown reserve as of November 30, 1995, which management believes,
based on consideration of the amount of unsold inventory on hand, the length of
the remaining selling season for such inventory, general economic and retail
conditions, the desirability of garments held in inventory, competitive
pressures from other suppliers of similar garments and other factors, will be
sufficient for current inventory that is expected to be sold below cost in the
future. There can be no assurance that the Company will realize its expected
selling prices, or that the inventory markdown reserve will be adequate, for
items in inventory as of November 30, 1995 for which customer sales orders have
not yet been received.
10
<PAGE> 11
Backlog
At November 30, 1995, the Company had unfilled customer orders of
$22.1 million compared to $36.2 million of such orders at November 30, 1994,
with such orders generally scheduled for delivery by May 1996 and 1995,
respectively. These amounts include both confirmed orders and unconfirmed
orders which the Company believes, based on industry practice and past
experience, will be confirmed. The amount of unfilled orders at a particular
time is affected by a number of factors, including the scheduling of the
production and shipment of garments, which in some instances may be delayed or
accelerated by customer request. Accordingly, a comparison of unfilled orders
from period to period is not necessarily meaningful and may not be indicative
of eventual actual shipments. While cancellations, rejections and returns have
generally not been material in the past, there can be no assurance that
cancellations, rejections and returns will not reduce the amount of sales
realized from the backlog of orders at November 30, 1995.
Future Customer Credit Risk
As of January 3, 1996, the Company had inventory on hand or in
process having an estimated sales value of approximately $2.7 million which is
expected to be shipped within the next three months to one of the Company's
largest customers. The Company also currently has a receivable due from this
customer of approximately $555,000 which has not been purchased by the
Company's financial institution. This customer is currently experiencing
financial difficulties and, except as noted below, it is unlikely that the
Company's financial institution will purchase the resulting receivables from
this customer when the inventory on hand and in process is shipped to the
customer.
The Company's Board of Directors has authorized management to ship
merchandise to this customer at the Company's credit risk without approval from
the Company's financial institution. The Company's financial institution has
indicated that, if the customer files for protection under Chapter 11, any
receivable outstanding at that time may have a value of fifty to sixty percent
of its face value, though realization of this amount cannot be assured.
Subsequent to such a filing, the Company expects that the customer would honor
its existing purchase orders with the Company and that the Company's financial
institution would purchase the resulting receivables at full face value.
11
<PAGE> 12
Related Party Transactions
In October 1995, the Company began renting warehouse and office
facilities from Kuma Sport, Inc., which is 40% owned by Mr. Arjun C. Waney, the
Chairman of Nitches. Mr. Waney has also guaranteed payments on an SBA loan
which encumbers the Kuma Sport building. The Company pays, on a month-to-month
basis, rent of $15,000, which it believes is consistent with the fair market
value of the facility. Nitches is also purchasing labor and administrative
items from Kuma Sport on a monthly, as needed, basis at rates which it believes
are consistent with fair market rates.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On August 8, 1994, a class action lawsuit was filed in the San Diego
Superior Court against the Company, its Body Drama subsidiary and certain
former and present directors and officers of Body Drama seeking to enjoin Body
Drama's tender offer for its shares and to recover certain unspecified damages
on the basis of alleged breaches of fiduciary duty by the defendants. The
court denied the plaintiffs' claim for injunctive relief and the tender offer
closed on September 21, 1994. On January 20, 1995, the court dismissed two of
the four causes of action claimed by the plaintiffs in the lawsuit. Management
believes that the remaining allegations of the complaint are without merit and
intends to vigorously defend the lawsuit.
Item 5. Investment Banking Firm Engagement Status
In March 1995, the Company engaged the investment banking firm of
Wedbush Morgan Securities ("Wedbush") to act as its financial advisor in
connection with the identification of potential acquisition or merger
candidates and the possible sale of all or a part of the assets or stock of the
Company. In August 1995, the Company sold its junior, girls and maternity
product lines. Wedbush has now completed its engagement. The Company is
currently not pursuing either acquisition or merger activity and is no longer
investigating the possible sale of all or any portion of its assets or the
stock of the Company. However, the Company may, from time to time, receive
inquiries from outside parties regarding possible mergers, acquisitions or
sales of some or all of the Company's assets or stock. The Company will review
such proposals if and when received.
12
<PAGE> 13
Name change and stock trading symbol change
Effective December 22, 1995, the Company amended its Articles of
Incorporation to change the Company's name from Beeba's Creations, Inc. to
Nitches, Inc. Effective December 22, 1995, the Company's stock trading symbol
on NASDAQ was changed to "NICH".
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
The following exhibits are filed herewith. Exhibit numbers refer to
Item 601 of Regulation S-K:
3.1 Articles of Incorporation of the Company, as
amended
27. Financial Data Schedule
(b) On September 12, 1995, the Company filed a Form 8-K in connection
with the tender offer for its shares dated July 20, 1995.
13
<PAGE> 14
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.
NITCHES, INC.
-----------------------------------
Registrant
January 4, 1996 By: Steven P. Wyandt
-----------------------------------
Steven P. Wyandt
As Principal Financial Officer and
on behalf of the Registrant
14
<PAGE> 1
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
BEEBA'S CREATIONS, INC.
STEVEN P. WYANDT and GAYLE ROGERS certify that:
1. They are the president and assistant secretary, respectively, of
Beeba's Creations, Inc., a California corporation (the "Corporation").
2. We hereby adopt the following amendment of the articles of
incorporation of this corporation:
Article FIRST of the Articles of Incorporation of the Corporation is
amended to read in its entirety as follows:
"The name of the corporation is: Nitches, Inc."
3. The Amendment herein set forth has been duly approved by the Board of
Directors.
4. The foregoing amendment of articles of incorporation has been duly
approved by the required vote of shareholders in accordance with
Section 902 of the Corporations Code. The corporation has only one
class of shares and the number of outstanding shares is 1,210,295.
The percentage vote required was more than 50%.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Date: December 21, 1995
Steven P. Wyandt
-----------------------------------
Steven P. Wyandt, President
Gayle Rogers
-----------------------------------
Gayle Rogers, Assistant Secretary
15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AND STATEMENTS OF OPERATIONS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> SEP-01-1995
<PERIOD-END> NOV-30-1995
<EXCHANGE-RATE> 1
<CASH> 1,817,140
<SECURITIES> 0
<RECEIVABLES> 6,335,656<F1>
<ALLOWANCES> 0<F1>
<INVENTORY> 8,505,953
<CURRENT-ASSETS> 18,998,171
<PP&E> 394,120<F1>
<DEPRECIATION> 0<F1>
<TOTAL-ASSETS> 19,966,080
<CURRENT-LIABILITIES> 7,254,612
<BONDS> 0
<COMMON> 2,917,355
0
0
<OTHER-SE> 8,698,255
<TOTAL-LIABILITY-AND-EQUITY> 19,966,080
<SALES> 13,333,684
<TOTAL-REVENUES> 13,333,684
<CGS> 10,229,868
<TOTAL-COSTS> 10,229,868
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (229,484)
<INCOME-TAX> (78,025)
<INCOME-CONTINUING> (151,459)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (151,459)
<EPS-PRIMARY> (.13)
<EPS-DILUTED> 0
<FN>
<F1>THE ASSET VALUES FOR RECEIVABLES AND PP&E REPRESENT AMOUNTS NET OF ALLOWANCES
AND DEPRECIATION RESPECTIVELY
</FN>
</TABLE>
