<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, 1997
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.
(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) 625-2633
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 9, 1998, 1,059,215 shares of the Registrant's common stock were
outstanding.
Page 1 of 12
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
NITCHES, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
<TABLE>
<CAPTION>
November 30, August 31,
1997 1997
----------- -----------
(Unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 844,000 $ 955,000
Receivables:
Trade accounts, less allowances
($505,000 at November 30, 1997
and $352,000 at August 31, 1997) 6,303,000 6,906,000
Income taxes receivable 51,000 41,000
Due from affiliates and employees 141,000 82,000
----------- -----------
6,495,000 7,029,000
Inventories, net 2,657,000 4,272,000
Deferred income taxes 769,000 769,000
Other current assets 2,747,000 860,000
----------- -----------
Total current assets 13,512,000 13,885,000
Furniture, fixtures and equipment, net 190,000 219,000
Deferred income taxes 699,000 699,000
Other assets 261,000 276,000
----------- -----------
$14,662,000 $15,079,000
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and
accrued expenses $ 1,982,000 $ 2,377,000
----------- -----------
Total current liabilities 1,982,000 2,377,000
Deferred income taxes 972,000 1,021,000
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 (1,168,415
at November 30, 1997 and 1,172,596
at August 31, 1997) 2,398,000 2,421,000
Retained earnings 9,310,000 9,260,000
----------- -----------
Total shareholders' equity 11,708,000 11,681,000
----------- -----------
$14,662,000 $15,079,000
=========== ===========
</TABLE>
2
<PAGE> 3
NITCHES, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three months ended November 30,
-------------------------------
1997 1996
----------- -----------
<S> <C> <C>
Net sales $ 9,298,000 $13,666,000
Cost of goods sold 6,833,000 10,772,000
----------- -----------
Gross profit 2,465,000 2,894,000
Expenses:
Selling, general and
administrative 2,430,000 2,848,000
----------- -----------
Income from operations 35,000 46,000
Interest income 47,000 24,000
Interest expense (1,000)
----------- -----------
Income before income taxes 82,000 69,000
Provision for income taxes 32,000 24,000
----------- -----------
Net income $ 50,000 $ 45,000
=========== ===========
Net income per primary and
fully diluted share $ .04 $ .04
=========== ===========
Weighted average number of
primary shares outstanding 1,207,826 1,270,214
=========== ===========
Weighted average number of
fully diluted shares outstanding 1,214,875 1,270,214
=========== ===========
</TABLE>
3
<PAGE> 4
NITCHES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Three months ended November 30,
-------------------------------
1997 1996
----------- -----------
<S> <C> <C>
Net cash used by operating
activities $ (77,000) $ (239,000)
----------- -----------
Cash flows from investing activities:
Capital expenditures (11,000) (25,000)
----------- -----------
Net cash used by investing
activities (11,000) (25,000)
----------- -----------
Cash flows from financing activities:
Dividends paid (1,210,000)
Purchases and retirement of
subsidiary shares by subsidiary (1,000)
Purchases and retirement of
parent common stock (23,000)
----------- -----------
Net cash used by financing
activities (23,000) (1,211,000)
----------- -----------
Net decrease in cash and
cash equivalents (111,000) (1,475,000)
Cash and cash equivalents
at beginning of period 955,000 2,197,000
----------- -----------
Cash and cash equivalents
at end of period $ 844,000 $ 722,000
=========== ===========
Supplemental disclosures of cash flow information:
Cash paid during the period:
Interest $67,000 $1,000
Income taxes $49,000 $900
</TABLE>
4
<PAGE> 5
NITCHES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
1. Nitches, Inc. (the "Company") was organized in 1971 and has been a wholesale
importer and distributor primarily of women's sportswear manufactured to its
specifications and distributed in the United States under Company brand labels
and private retailer labels since 1973.
2. Condensed Financial Statements:
The consolidated balance sheet as of November 30, 1997, and the
consolidated statements of operations and the condensed consolidated cash flow
statements for the three months ended November 30, 1997 and 1996 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, 1997 and for all periods presented have been made.
The results of operations for the periods ended November 30, 1997 and 1996 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, 1997 audited financial statements.
3. Earnings Per Share:
At November 30, 1997, common stock equivalents for options were
included in the weighted average number of shares outstanding.
4. Inventories:
<TABLE>
<CAPTION>
November 30, August 31,
1997 1997
----------- -----------
<S> <C> <C>
Fabric and trims $ 181,000 $ 248,000
Finished goods 2,476,000 4,024,000
----------- -----------
$2,657,000 $4,272,000
========== ==========
</TABLE>
5
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NITCHES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
5. Contingent Liabilities:
Pursuant to the terms of an agreement between Nitches and a financial
institution, Nitches sells a majority 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 and open letters of
credit through the lender, all of which are collateralized by all of the
Company's assets. Outstanding advances are charged interest at the lender's
prime rate less one half percent. There were no advances outstanding as of
November 30, 1997. Included in trade accounts receivable at November 30, 1997
and August 31, 1997 are non-recourse accounts due from the financial institution
of approximately $5,278,000 and $6,188,000, respectively. Contingent liabilities
for irrevocable letters of credit outstanding are as follows:
<TABLE>
<CAPTION>
November 30, August 31,
1997 1997
------------ ----------
<S> <C> <C>
Contingent liabilities for
irrevocable letters of credit $6,657,000 $ 5,322,000
</TABLE>
6. Other Current Assets:
At August 31, 1997, this included an advance of $500,000 to a licensor
made in June 1997. This advance was secured by a one year U.S. Treasury Bill. As
of November 30, 1997 the Company has received the $500,000 on the principal of
the advance and approximately $19,000 in interest.
Marketable equity securities are carried at the lower of cost or market
at the balance sheet date; that determination is made by aggregating all current
marketable equity securities. Marketable equity securities included in current
assets had a market value and cost at November 30, 1997 of approximately
$756,000 and $750,000, respectively. At November 30, 1997, there were gross
unrealized gains of approximately $6,000 and zero gross unrealized losses
pertaining to the current portfolio. There were no net realized gains or losses
in the determination of net income for the first quarter ended November 30,
1997.
As of September 1, 1997, the Company sold net assets associated with
its dress product line at cost and financed approximately $480,000 of the
purchase price for the buyer. In connection with that transaction, the Company
agreed to provide management services and financing for the buyer. At November
30, 1997, amounts due to the Company arising out of this transaction was
approximately $1,600,000.
6
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NITCHES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
7. Stock repurchase and related party transactions:
The Company purchased and retired an aggregate of 4,181 shares of its
common stock at prices ranging from $5.125 to $6.75 per share in connection with
a limited repurchase by the Company during the first quarter of fiscal 1998. The
stock repurchase plan authorized management to make purchases from time to time
in the open market or through privately negotiated transactions. The timing of
the future repurchases, if any, and the amount of shares will be based on
management's ongoing assessment of the Company's working capital requirements
and liquidity.
In October 1995, the Company began renting a 30,000 square foot
warehouse and office building from Kuma Sport, Inc., which is 40% owned by Mr.
Arjun C. Waney, the Chairman of Nitches, Inc. The Company pays rent of $15,000
on a month-to-month basis, which it believes is consistent with the fair market
value of the facility. Nitches is also purchasing labor and administrative
services from Kuma Sport on a monthly basis, as needed, at fair market rates.
The Company purchased labor and administrative services for approximately
$406,000 in the first quarter of fiscal 1998.
8. Major Customers:
Two customers accounted for 25.6% and 11.2%, respectively, of the
Company's net sales in the quarter ended November 30, 1997. Three customers
accounted for 20.1%, 10.8%, and 10.5%, respectively, of the Company's net sales
in the quarter ended November 30, 1996. One customer accounted for approximately
30% of the Company's trade accounts receivable at November 30, 1997.
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, 1997 decreased
approximately $4,368,000, or 32.0%, as compared to the three months ended
November 30, 1996. This decrease is primarily attributable to the Company's sale
of various assets and licensing of certain tradenames associated with its dress
product line as of September 1, 1997. The Company's sales of this product
amounted to approximately $380,000 in the quarter ended November 30, 1996 and
$1,315,000 in the quarter ended November 30, 1995. In addition, sales decreased
in the current quarter due to a 46.6% decrease in the number of garments sold
offset by a 0.8% increase in the average selling
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price per garment.
As of September 1, 1997, the Company sold assets associated with its
dress product line at cost and granted the buyer an exclusive, world-wide
license to use various tradenames registered by the Company for this product
line. At that time, the Company also ceased purchasing garments which had
previously been sold under the tradenames licensed to the buyer. Sales of this
product line amounted to approximately $8.8 million, $22.3 million and $21.4
million in fiscal 1997, 1996 and 1995, respectively. The sale of the product
line and the licensing of the tradename are consistent with management's efforts
to eliminate unprofitable product lines.
As a result of the Company's efforts to reduce unprofitable product
lines and the sale of its dress product line discussed above, net sales in each
of the remaining quarters of fiscal 1998 are likely to be significantly lower
than the quarterly net sales reported in fiscal 1997. The dress product line
generated approximately $3,287,000, $3,617,000 and $1,509,073 of net sales in
the second, third and fourth quarters of fiscal 1997, respectively.
The gross margin of 26.5% for the first quarter of fiscal 1998
increased from the 21.2% gross margin reported for the first quarter of last
year. The increase was primarily attributable to a decrease in the average cost
per garment. 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 $2.8 million for the first quarter of last year to $2.4 million for the
current quarter and increased as a percent of sales from 20.8% for the first
quarter of last year to 26.1% for the current quarter. The decrease in dollar
amount and the increase as a percentage of sales reflects the Company's
decreased sales volume and its restructuring to decrease overhead which resulted
in lower salary, commission and rent expense.
Liquidity and Capital Resources
The Company used approximately $77,000 of cash from operations in the
first quarter of fiscal 1998, primarily for the normal seasonal purchase of
inventory.
At November 30, 1997, the Company had agreements with a financial
institution pursuant to which the Company sold a majority of its trade accounts
receivable to the financial institution on a pre-approved non-recourse basis.
The Company ships the non-financed portion of the merchandise to customers
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<PAGE> 9
and attempts to make those shipments on a COD basis or ensure that the
customer's payments 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, 1997 was
approximately $1,434,000 of which approximately $639,000 had been collected
through January 12, 1998.
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 less one half percent and open
letters of credit through the lender up to $20 million. 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, 1997, the Company had outstanding letters of credit
of approximately $6,657,000 which had been opened through the financial
institution. There were no cash borrowings outstanding from the financial
institution as of November 30, 1997. Under these agreements, the Company is
required to maintain $9 million in net worth and $8.5 million in working
capital. The Company's working capital was $11.5 million as of November 30,
1997.
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 in the current fiscal year.
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. 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 $4.3 million at August 31, 1997
to $2.7 million at November 30, 1997. A portion of this decrease is attributable
to the sale of inventory associated the Company's dress product line. The
Company has established an inventory markdown reserve as of November 30, 1997,
which management believes 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
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will be adequate, for items in inventory as of November 30, 1997 for which
customer sales orders have not yet been received.
Backlog
At November 30, 1997, the Company had unfilled customer orders of $ 9.6
million compared to $16.1 million of such orders at November 30, 1996, with such
orders generally scheduled for delivery by April 1998 and April 1997,
respectively. The decrease in backlog is primarily attributable to the sale of
the dress product line. These amounts include both confirmed orders and
unconfirmed orders which the Company believes, based on industry practice and
past experience, will be confirmed. 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, 1997.
Impact of Exchange Rates
All the Company's purchases are denominated in United States dollars.
Because the Company's products are sold primarily in the United States, in
dollar denominated transactions, the Company does not engage in hedging or other
arbitrage to reduce currency risk. An increase in the value of the dollar versus
foreign currencies could enhance the Company's purchasing power for new purchase
orders and reduce its costs of goods sold. Conversely, a decrease in the value
of the dollar relative to foreign currencies could result in an increase in the
Company's cost of manufacturing for new purchase orders and costs of goods sold.
Impact of Inflation, Deflation, and Changing Prices
Management does not believe that inflation and changing prices have had
any material impact upon the Company's revenues or income from operations to
date. However, continued deflation in women's clothing prices is expected to put
pressure on gross margins in fiscal year 1998.
Cautionary Statement Under the Private Securities Litigation
Reform Act of 1995
Statements in this Quarterly Report on Form 10Q under the caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and in the "Notes to Consolidated Financial Statements", as well as
oral statements that may be made by the Company or by officers, directors or
employees of the Company acting on the Company's behalf, that are not historical
fact constitute "forward-looking statements" within the meaning of Section 27A
of the Securities Act of 1933,
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as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements involve known and unknown risks and uncertainties
which may cause the Company's actual results in future periods to differ
materially from forecasted results. Those risks include a softening of retailer
or consumer acceptance of the Company's products, pricing pressures and other
competitive forces, or unanticipated loss of a major customer. In addition, the
Company's business, operations and financial condition are subject to reports
and statements filed from time to time with the Securities and Exchange
Commission, including the Company's Annual Report on Form 10K, for the fiscal
year ended August 31, 1997 and this Quarterly Report on Form 10Q.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
There are no material legal proceedings to which the Company or any of
its subsidiaries was a party in the quarter ended November 30, 1997.
Item 6. Exhibits and Reports on Form 8-K.
(a) The following exhibits are filed herewith. Exhibit numbers refer to Item 601
of Regulation S-K:
Exhibit No. 27: Financial Data Schedule
(b) There were no reports on Form 8-K during the quarter ended November 30,
1997.
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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 there unto duly authorized.
NITCHES, INC.
--------------------------------
Registrant
January 14, 1998 By: Steven P. Wyandt
--------------------------------
Steven P. Wyandt
As Principal Financial Officer and
on behalf of the Registrant
12
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> AUG-31-1998
<PERIOD-START> SEP-01-1997
<PERIOD-END> NOV-30-1997
<CASH> 844,000
<SECURITIES> 0
<RECEIVABLES> 6,495,000<F1>
<ALLOWANCES> 0<F1>
<INVENTORY> 2,657,000
<CURRENT-ASSETS> 13,512,000
<PP&E> 190,000<F1>
<DEPRECIATION> 0<F1>
<TOTAL-ASSETS> 14,662,000
<CURRENT-LIABILITIES> 1,982,000
<BONDS> 0
0
0
<COMMON> 2,398,000
<OTHER-SE> 9,310,000
<TOTAL-LIABILITY-AND-EQUITY> 14,662,000
<SALES> 9,298,000
<TOTAL-REVENUES> 9,298,000
<CGS> 6,833,000
<TOTAL-COSTS> 6,833,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 82,000
<INCOME-TAX> 32,000
<INCOME-CONTINUING> 50,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 50,000
<EPS-PRIMARY> .04
<EPS-DILUTED> .04
<FN>
<F1>THE ASSET VALUES FOR RECEIVABLES AND PP&E REPRESENT AMOUNTS NET OF ALLOWANCES
AND DEPRECIATION RESPECTIVELY
</FN>
</TABLE>
