<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: FEBRUARY 29, 2000
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: (858) 625-2633
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH
TITLE OF EACH CLASS EXCHANGE ON WHICH REGISTERED
------------------- ----------------------------
Common Stock, no par value NASDAQ SmallCap Market
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 April 10, 2000, 1,064,680 shares of the Registrant's common stock were
outstanding.
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
NITCHES, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
<TABLE>
<CAPTION>
February 29, August 31,
2000 1999
------------ ----------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 243,000 $ 201,000
Receivables:
Trade accounts, less allowances 4,883,000 3,267,000
Due from affiliates and employees 25,000 35,000
----------- ----------
4,908,000 3,302,000
Inventories, net 4,368,000 4,553,000
Deferred income taxes 347,000 347,000
Other current assets 272,000 590,000
----------- ----------
Total current assets 10,138,000 8,993,000
Furniture, fixtures and equipment, net 75,000 83,000
Deferred income taxes 647,000 647,000
Other assets 79,000 63,000
----------- ----------
$10,939,000 $9,786,000
=========== ==========
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Accounts payable $ 2,945,000 $2,610,000
Accrued expenses 505,000 344,000
Income tax payable 550,000 --
----------- ----------
Total current liabilities 4,000,000 2,954,000
Shareholder's equity:
Common stock, no par value,
50,000,000 shares authorized; 1,064,680
shares issued and outstanding 805,000 805,000
Retained earnings 6,134,000 6,027,000
----------- ----------
Total shareholders' equity 6,939,000 6,832,000
----------- ----------
$10,939,000 $9,786,000
=========== ==========
</TABLE>
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NITCHES, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Second quarter ended Six months ended
---------------------------- ------------------------------
February 29, February 28, February 29, February 28,
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales $ 9,664,000 $5,431,000 $ 21,191,000 $15,749,000
Cost of goods sold 7,365,000 3,969,000 16,022,000 11,776,000
----------- ---------- ------------ -----------
Gross profit 2,299,000 1,462,000 5,169,000 3,973,000
Expenses:
Selling, general and administrative 1,706,000 1,441,000 3,634,000 3,372,000
----------- ---------- ------------ -----------
Income from operations 593,000 21,000 1,535,000 601,000
Interest income (expense) (20,000) 42,000 (48,000) 68,000
----------- ---------- ------------ -----------
Income before income taxes 573,000 63,000 1,487,000 669,000
Provision for income taxes 225,000 25,000 582,000 261,000
----------- ---------- ------------ -----------
Net income $ 348,000 $ 38,000 $ 905,000 $ 408,000
=========== ========== ============ ===========
Basic and diluted earnings per share $ .33 $ .03 $ .85 $ .30
=========== ========== ============ ===========
Weighted average number of basic and
diluted shares outstanding 1,064,680 1,121,228 1,064,680 1,372,563
=========== ========== ============ ===========
</TABLE>
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NITCHES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Six Months ended
---------------------------
February 29, February 28,
2000 1999
------------ ------------
<S> <C> <C>
Net cash provided (used) by operating activities $ 582,000 $(1,239,000)
Cash flows from investing activities:
Capital expenditures (42,000) (20,000)
--------- -----------
Net cash used by investing activities (42,000) (20,000)
--------- -----------
Cash flows from financing activities:
Advances 300,000 4,463,000
Dividend (798,000) --
Purchases and retirement of common stock -- (4,362,000)
--------- -----------
Net cash (used) provided by financing activities (498,000) 101,000
--------- -----------
Net increase (decrease) in cash and cash equivalents 42,000 (1,158,000)
Cash and cash equivalents at beginning of period 201,000 1,338,000
--------- -----------
Cash and cash equivalents at end of period $ 243,000 $ 180,000
========= ===========
Supplemental disclosures of cash flow information:
Cash paid during the period:
Interest $ 64,000 $ 154,000
Income taxes $ 32,000 $ 23,000
</TABLE>
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NITCHES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
1. Nitches, Inc. (the "Company") is a wholesale importer and distributor
primarily of women's clothing manufactured to its specifications and distributed
in the United States under Company brand labels and private retailer labels.
2. Condensed Financial Statements:
The consolidated balance sheet as of February 29, 2000, and the
consolidated statements of operations and the condensed consolidated cash flow
statements for the periods ended February 29, 2000 and February 28, 1999 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 February 29, 2000 and February 28,1999 and for all periods
presented have been made. The results of operations for the periods ended
February 29, 2000 and February 28, 1999 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, 1999 annual report.
3. Earnings Per share:
At February 29, 2000, there were no stock options or similar instruments
outstanding and therefore no dilutive effect to the weighted average number of
shares outstanding.
4. Inventories:
<TABLE>
<CAPTION>
February 29, August 31,
2000 1999
------------ ----------
<S> <C> <C>
Fabric and Trims $ 102,000 $ 76,000
Finished Goods 4,266,000 4,477,000
---------- ----------
$4,368,000 $4,553,000
========== ==========
</TABLE>
5. Trade accounts:
Pursuant to the terms of an agreement between Nitches and a factor, Nitches
sells a majority of its trade accounts receivable to the factor on a
pre-approved, non-recourse basis. The Company may request advances in
anticipation of customer collections and open letters of credit through the
factor, all of which are collateralized by all of the Company's assets.
Outstanding advances are charged interest at the factor's prime rate less one
half percent. Advances and contingent liabilities for irrevocable letters of
credit outstanding are as follows:
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NITCHES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statement (continued)
5. Trade accounts (continued):
<TABLE>
<CAPTION>
February 29, August 31,
2000 1999
------------ -----------
<S> <C> <C>
Receivables assigned to factor:
Nonrecourse $ 5,416,000 $ 4,487,000
Recourse 100,000 36,000
Advances from factor (300,000) (1,166,000)
----------- -----------
Due from factor 5,216,000 3,357,000
Nonfactored accounts receivable 44,000 284,000
Allowance for customer credits and doubtful accounts (377,000) (374,000)
----------- -----------
$ 4,883,000 $ 3,267,000
=========== ===========
Contingent liabilities for irrevocable letters of credit $ 3,780,000 $ 5,885,000
=========== ===========
</TABLE>
The factoring agreement allows the Company to borrow up to $15,000,000,
limited by certain percentages of outstanding accounts receivable and finished
goods inventory owned by the Company. The President has provided a $1,000,000
personal guarantee in connection with the factoring arrangement.
6. Dividend, stock repurchase and related party transactions:
The Company paid a special dividend of $.25 (twenty-five cents) per share
on December 1, 1999, for a total of approximately $266,000, to the shareholders
of record as of November 17, 1999. Furthermore, the Company paid a special
dividend of $.50 (fifty cents) per share on February 17, 2000, for a total of
approximately $532,000, to the shareholders of record as of February 3, 2000.
On October 21, 1998, the Company purchased and retired 1,049,500 shares of
its outstanding common stock for $4 per share in connection with a self tender
offer. Additionally, during the third quarter of fiscal year 1999, the Company
purchased, as part of its ongoing stock repurchase program, 60,350 shares at an
average price of $3.22 per share. The total cost of the transactions to the
Company was approximately $4,500,000. The stock repurchase plan authorizes
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.
The Company purchases labor and administrative services, as needed, at fair
market rates, from Kuma sport, Inc. which is 40% owned by a director of Nitches.
The Company purchased labor and administrative services from Kuma Sport, Inc.
for $175,000 in the second quarter and $356,000 for the first six months of
fiscal 2000.
7. Significant Customers:
Sales to three customers accounted for 27.5%, 20.9%, and 15.0% of the
Company's net sales in the quarter ended February 29, 2000. Three customers
accounted for 25.5%, 18.1% and 12.6% of the Company's net sales in the quarter
ended February 28, 1999.
Three customers accounted for 35.6%, 23.6%, and 15.2% of the Company's
trade receivable balance at February 29, 2000.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
RESULTS OF OPERATIONS
SIX MONTHS ENDED FEBRUARY 29, 2000 COMPARED TO THE SIX MONTHS ENDED FEBRUARY 28,
1999.
Net sales for the six months ended February 29, 2000 increased
approximately $5.4 million (34.6 %) as compared to the six months ended February
28, 1999. This increase is primarily attributable to the Company's increase in
private label sales in the sleepwear product line. Private label sales are the
result of a joint product development effort and the use of the retailers' label
on the product.
Gross margins decreased from 25.2% for the six months ended February 28,
1999 to 24.4% for the current six- month period. The decrease was the result of
the Company's product mix shifting to lower gross margin private label product
as a result of the increase in private label sleepwear. The Company's product
mix constantly changes to reflect customer mix, fashion trends and changing
seasons. Consequently, gross margins are likely to vary on a quarter-to-quarter
basis and in comparison to gross margins generated in the same period of prior
fiscal years.
Selling, general and administrative expenses increased in dollar amount
from $3.4 million for the first six months of last year to $3.6 million for the
first six months of fiscal 2000, and decreased as a percent of net sales from
21.4% last year to 17.1% for the current period. The increase in dollar amount
is a result of the expenses incurred in handling the increased sales volume.
THREE MONTHS ENDED FEBRUARY 29, 2000 COMPARED TO THE THREE MONTHS ENDED FEBRUARY
28, 1999.
Net sales for the second quarter of fiscal 2000 increased approximately
$4.2 million (77.9%) compared to the net sales for the same quarter last year.
Overall, sales increased in the current quarter due to the increase in private
label sleepwear.
Gross margins decreased from 26.9% for the three months ended February 28,
1999 to 23.8% for the current quarter. The decrease is the result of the
Company's product mix shifting to lower gross margin private label sleepwear.
The Company's product mix constantly changes to reflect customer mix, fashion
trends and changing seasons. Consequently, gross margins are likely to vary on a
quarter-to-quarter basis and in comparison to gross margins generated in the
same period of prior fiscal years.
Selling, general and administrative expenses increased in dollar amount
from $1.4 million for the second quarter of last year to $1.7 million for the
second quarter of fiscal 2000, and decreased as a percent of net sales from
26.5% last year to 17.6% for the current quarter. The increase in dollar amount
is a result of the expenses incurred in handling the increased sales volume.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital of $6.1 million at February 29, 2000
increased from the August 31, 1999 level of $6.0 million, while the Company's
current ratio decreased from 3.04:1 at August 31, 1999 to 2.53:1 at February 29,
2000. The principal reason for the decrease in current ratio was the Company's
payments of special dividends amounting to approximately $798,000.
The Company paid a special dividend of $.25 (twenty-five cents) per share
on December 1, 1999, for a total of approximately $266,000, to the shareholders
or record as of November 17, 1999. Furthermore, the Company paid a special
dividend of $.50 (fifty cents) per share on February 17, 2000, for a total of
approximately $532,000, to the shareholders of record as of February 3, 2000.
Effective October 1, 1998, the Company entered into new agreements with
Congress Talcott Corporation West ("Congress"), including a Discount Factoring
Agreement, Addendum to Discount Factoring Agreement, Trade
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Financing Agreement, Inventory Security Agreement, Financial Covenant Agreement
and Agreement to Issue Letter of Credit Guaranties (collectively, the "Discount
Factoring Agreement"). Effective March 31,1999, the assets of the Congress
factoring business were purchased by the CIT Group/Commercial Services, inc.
("CIT"). The Company sells substantially all of its trade receivables to CIT on
a pre-approved, non-recourse basis. The Company attempts to make the recourse
shipments on a COD basis or ensure that the customers' 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 recourse and were not made on a COD
basis or supported by commercial or standby letters of credit at February 29,
2000 was approximately $144,000 of which approximately $35,000 has been
collected through March 28, 2000.
Payment for nonrecourse factored receivables is made at the time customers
make payment to CIT or, if a customer is financially unable to make payment,
within approximately 180 days of the invoice due date. Under the Discount
Factoring Agreement, the Company can request advances in anticipation of
customer collections at CIT's prime rate (currently 9.0%) less one-half percent,
and open letters of credit through CIT. The amount of borrowings by the Company,
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. Borrowings are collateralized by all of the assets of the
Company as well as a $1 million guaranty of the Company's president, Mr. Wyandt.
At February 29, 2000, the Company had outstanding letters of credit of
approximately $3.8 million for the purchase of finished goods which had been
opened through the financial institution. Under the Discount Factoring
Agreement, the Company is required to maintain $5 million of net worth and $5
million of working capital. The Discount Factoring Agreement can be terminated
by CIT on 60-days prior written notice.
INVENTORY
In its ordinary course of operations, the Company generally makes some
sales below its normal selling prices or below cost. Based on prior experience,
management believes this will be true for some inventory held or acquired after
February 29, 2000. 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 $4.6 million at August 31, 1999 to
$4.4 million at February 29, 2000. The Company has established an inventory
markdown reserve as of February 29, 2000, 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 will be adequate, for
items in inventory as of February 29, 2000 for which customer sales orders have
not yet been received.
BACKLOG
At February 29, 2000, the Company had unfilled customer orders of $14.0
million compared to $13.4 million of unfilled customer orders at February
28,1999, with such orders generally scheduled for delivery by July 2000 and July
1999, respectively. The increase in backlog is primarily attributable to the
increase in sales of private label sleepwear. 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 February 29, 2000.
IMPACT OF EXCHANGE RATES
While the Company purchases over 90% of its products from foreign
manufacturers, all of its 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 cost 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.
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IMPACT OF INFLATION AND DEFLATION
Management does not believe that inflation has had any material impact upon
the Company's revenues or income from operations to date. However, continued
deflation in women's clothing prices may put pressure on gross margins for the
balance of fiscal year 2000. The strong resistance on the part of the consumer
to increases in price and the increasing fabric and labor costs lead to an
increased cost of goods on a percentage basis.
YEAR 2000 ISSUE
As of April 10, 2000, the Company is not aware of any system failures or
miscalculations resulting in a disruption of its operations caused by arrival of
the Year 2000, or similar adverse effects experienced by its customers or
suppliers. The Company continues to monitor for any such failures or disruptions
CAUTIONARY STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Statements in the annual report on Form 10K under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations", 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, 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.
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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 February 29, 2000.
Item 4. Submission of Matters to a Vote of Security Holders.
An annual meeting of shareholders of the Company was held on December 21,
1999. At the meeting, the shareholders approved the following:
(1) the appointment of Moss Adams LLP as the Company's independent certified
public accountants for the fiscal year ending August 31, 2000 by votes of
942,499 for, 1,912 against, and
(2) the election of directors as follows:
<TABLE>
<CAPTION>
Name Votes For Withheld
- ---- --------- --------
<S> <C> <C>
Arjun C. Waney 943,293 1,118
Steven P. Wyandt 943,293 1,118
Luther A. Henderson 943,293 1,118
Eugene B. Price II 943,293 1,118
William L. Hoese 943,293 1,118
</TABLE>
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 February 29,
2000.
SIGNATURES
Pursuant to the requirement 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
April 10, 2000 By: Steven P. Wyandt
--------------------------------
Steven P. Wyandt
As Principal Financial Officer
and on behalf of the Registrant
10
<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>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-2000
<PERIOD-START> SEP-01-1999
<PERIOD-END> FEB-29-2000
<CASH> 243,000
<SECURITIES> 0
<RECEIVABLES> 4,908,000
<ALLOWANCES> 0
<INVENTORY> 4,368,000
<CURRENT-ASSETS> 10,138,000
<PP&E> 619,000
<DEPRECIATION> 544,000
<TOTAL-ASSETS> 10,939,000
<CURRENT-LIABILITIES> 4,000,000
<BONDS> 0
0
0
<COMMON> 805,000
<OTHER-SE> 6,134,000
<TOTAL-LIABILITY-AND-EQUITY> 10,939,000
<SALES> 21,191,000
<TOTAL-REVENUES> 21,191,000
<CGS> 16,022,000
<TOTAL-COSTS> 16,927,000
<OTHER-EXPENSES> 2,729,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 48,000
<INCOME-PRETAX> 1,487,000
<INCOME-TAX> 582,000
<INCOME-CONTINUING> 905,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 905,000
<EPS-BASIC> 0.85
<EPS-DILUTED> 0.85
</TABLE>
