<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
-----------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended SEPTEMBER 30, 1999.
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 1-9169
BERNARD CHAUS, INC.
(Exact Name of Registrant as Specified in its Charter)
New York 13-2807386
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. employer identification
incorporation or organization) number)
1410 Broadway, New York, New York 10018
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 354-1280
--------------------------------
Former name, former address and former fiscal year, if changed since last report
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 [ ].
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Date Class Shares Outstanding
---- ----- ------------------
11/10/99 Common Stock, $0.01 par value 27,115,907
-------- ----------------------------- ----------
<PAGE>
INDEX
PART I FINANCIAL INFORMATION
- ------ ---------------------
Item 1. Condensed Consolidated Financial Statements PAGE
Condensed Consolidated Balance Sheets as of
September 30, 1999, June 30, 1999 and
September 30, 1998 3
Condensed Consolidated Statements of Operations
for the Three Months ended September 30, 1999 and 1998 4
Condensed Consolidated Statements of Cash Flows
for the Three Months ended September 30, 1999 and 1998 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
2
<PAGE>
PART I -- FINANCIAL INFORMATION
- -------------------------------
Item 1. Financial Statements
- ----------------------------
BERNARD CHAUS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except number of shares and per share amounts)
<TABLE>
<CAPTION>
September 30, June 30, September 30,
1999 1999 1998
------------- -------- -------------
(Unaudited) ( * ) (Unaudited)
<S> <C> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 94 $ 6,208 $ 135
Accounts receivable - net 43,943 26,756 34,823
Inventories 21,318 18,806 18,956
Prepaid expenses 696 684 370
--------- --------- ---------
Total current assets 66,051 52,454 54,284
Fixed assets - net 1,020 760 977
Other assets 261 270 697
--------- --------- ---------
Total assets $ 67,332 $ 53,484 $ 55,958
========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Notes payable - bank $ 8,977 $ -- $ 14,233
Accounts payable 17,412 17,499 11,937
Accrued expenses 5,518 4,625 5,120
Term loan - current 1,000 1,000 1,000
--------- --------- ---------
Total current liabilities 32,907 23,124 32,290
Term loan 12,250 12,500 13,250
--------- --------- ---------
Total liabilities 45,157 35,624 45,540
--------- --------- ---------
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value, -- -- --
Authorized shares - 1,000,000;
outstanding shares - none
Common stock, $.01 par value, 272 272 272
Authorized shares - 50,000,000;
issued shares - 27,178,177 at September 30,
1999, June 30, 1999 and September 30, 1998
Additional paid-in capital 125,224 125,224 125,224
Deficit (101,841) (106,156) (113,598)
Less: Treasury stock at cost -
62,270 shares at September 30, 1999, June
30, 1999 and September 30, 1998 (1,480) (1,480) (1,480)
--------- --------- ---------
Total stockholders' equity 22,175 17,860 10,418
--------- --------- ---------
Total liabilities and stockholders' equity $ 67,332 $ 53,484 $ 55,958
========= ========= =========
</TABLE>
* Derived from audited financial statements at June 30, 1999.
See accompanying notes to condensed consolidated financial statements.
3
<PAGE>
BERNARD CHAUS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except number of shares and per share amounts)
<TABLE>
<CAPTION>
For the Three Months Ended
September 30, September 30,
1999 1998
------------- -------------
(Unaudited)
<S> <C> <C>
Net sales $ 53,212 $ 49,672
Cost of goods sold 38,949 35,880
----------- -----------
Gross profit 14,263 13,792
Selling, general and administrative expenses 9,295 9,701
----------- -----------
4,968 4,091
Interest expense, net 565 618
----------- -----------
Income before provision for income taxes 4,403 3,473
Provision for income taxes 88 70
----------- -----------
Net income $ 4,315 $ 3,403
=========== ===========
Basic earnings per share $ 0.16 $ 0.13
=========== ===========
Diluted earnings per share $ 0.16 $ 0.13
=========== ===========
Weighted average number of common shares
outstanding-basic 27,116,000 27,116,000
=========== ===========
Weighted average number of common and common
equivalent shares outstanding-diluted 27,315,000 27,196,000
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
BERNARD CHAUS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
For the Three Months Ended
September 30, September 30,
1999 1998
------------- -------------
(Unaudited)
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 4,315 $ 3,403
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization 98 363
Provision for losses on accounts receivable 126 20
Non-cash interest expense 6 9
Changes in operating assets and liabilities:
Accounts receivable (17,313) (17,554)
Inventories (2,512) (1,470)
Prepaid expenses and other assets (12) (19)
Accounts payable (87) (1,068)
Accrued expenses 893 628
-------- --------
Net Cash Used In Operating Activities (14,486) (15,688)
-------- --------
INVESTING ACTIVITIES
Purchases of fixed assets (355) (136)
Purchases of other assets -- (63)
-------- --------
Net Cash Used In Investing Activities (355) (199)
-------- --------
FINANCING ACTIVITIES
Net proceeds from short-term bank borrowings 8,977 14,233
Principal payments on term loan (250) (250)
-------- --------
Net Cash Provided By Financing Activities 8,727 13,983
-------- --------
Decrease in cash and cash equivalents (6,114) (1,904)
Cash and cash equivalents, beginning of period 6,208 2,039
-------- --------
Cash and cash equivalents, end of period $ 94 $ 135
======== ========
Cash Paid for:
Taxes $ 3 $ 162
======== ========
Interest $ 525 $ 574
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE>
BERNARD CHAUS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Three Months Ended September 30, 1999 and September 30, 1998
1. Summary of Significant Accounting Policies
Basis of Presentation: The accompanying unaudited condensed
consolidated financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. All
significant intercompany balances and transactions were eliminated. Operating
results for the quarter ended September 30, 1999 are not necessarily indicative
of the results that may be expected for the year ending June 30, 2000 or any
other period. The balance sheet at June 30, 1999 has been derived from the
audited financial statements at that date. For further information, refer to the
financial statements and footnotes thereto included in the Company's Annual
Report on Form 10-K for the year ended June 30, 1999.
Earnings Per Share: Basic earnings per share have been computed by
dividing the applicable net income by the weighted average number of common
shares outstanding. Diluted earnings per share has been computed by dividing the
applicable net income by the weighted average number of common shares
outstanding and common stock equivalents. At September 30, 1999 and September
30, 1998, 1,262,000 and 52,500 common stock equivalents, respectively, were not
included in the computation of earnings per share as they were antidilutive.
New Accounting Pronouncements: In June 1998, the FASB issued SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities. The statement
establishes accounting and reporting standards requiring that derivative
instruments (including certain derivative instruments embedded in other
contracts) be recorded in the balance sheet as either an asset or liability
measured at fair value. The statement requires that changes in a derivative's
fair value be recognized currently in earnings unless specific hedge accounting
criteria are met. Special accounting for qualifying hedges allows a derivative's
gains and losses to offset related results on the hedged item in the income
statement and requires that a company formally document, designate and assess
the effectiveness of transactions that receive hedge accounting. In June 1999,
the FASB issued SFAS No. 137 which deferred the effective date of SFAS No. 133
to fiscal years beginning after June 15, 2000. The Company currently has no
derivative financial instruments.
2. Inventories
Inventories (principally finished goods) are stated at the lower of
cost, using the first-in first-out (FIFO) method, or market. Included in
inventories is merchandise in transit of approximately $9.9 million at September
30, 1999, $10.6 million at June 30, 1999 and $4.8 million at September 30, 1998.
6
<PAGE>
BERNARD CHAUS, INC. AND SUBSIDIARIES
3. Financing Agreement
The Company and BNY Financial Corporation ("BNYF"), a wholly owned
subsidiary of General Motors Acceptance Corp. ("GMAC"), entered into a financing
agreement in July 1991, which was amended and restated on several occasions.
On October 10, 1997, the Company and BNYF entered into a new revolving
credit facility (the "Revolving Facility") and a new term loan facility (the
"Term Loan" and, together with the Revolving Facility, the "Financing
Agreement"). The Financing Agreement consisted of two facilities: (i) the
Revolving Facility which was a $66.0 million five-year revolving credit line
with a $20.0 million sublimit for letters of credit, and (ii) the Term Loan
which was a $15.0 million term loan facility. On June 3, 1998, the Company and
BNYF amended the Revolving Facility to provide for a $45.5 million five-year
revolving credit line with a $34.0 million sublimit for letters of credit and
amended the Term Loan to provide for a $14.5 million term loan facility. Each
facility matures on December 31, 2002. At September 30, 1999, the Company had
availability of approximately $14.4 million (inclusive of overadvance
availability) under the Financing Agreement.
Interest on the Revolving Facility accrues at 1/2 of 1% above the Prime
Rate (8.25% at September 30, 1999) and is payable on a monthly basis, in
arrears. Interest on the Term Loan accrues at an interest rate ranging from 1/2
of 1% above the Prime Rate to 1 1/2% above the Prime Rate, which interest rate
will be determined, from time to time, based upon the Company's availability
under the Revolving Facility.
Amortization payments in the amount of $250,000 are payable quarterly
in arrears in connection with the Term Loan. Five amortization payments have
been made resulting in a balance of $13.3 million at September 30, 1999. A
balloon payment in the amount of $10.25 million is due on December 31, 2002. In
the event of the earlier termination by the Company of the Financing Agreement,
the Company will be liable for termination fees initially equal to $2.8 million,
and declining to $2.2 million after October 8, 2000. The Company's obligations
under the Financing Agreement are secured by a first priority lien on
substantially all of the Company's assets, including the Company's accounts
receivable, inventory and trademarks.
The Financing Agreement contains financial covenants requiring, among
other things, the maintenance of minimum levels of tangible net worth, working
capital and minimum permitted profit (maximum permitted loss). The Financing
Agreement also contains certain restrictive covenants which, among other things,
limit the Company's ability to incur additional indebtedness or liens and to pay
dividends.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
Net sales for the quarter ended September 30, 1999 increased 7.1% or
$3.5 million as compared to the quarter ended September 30, 1998. The increase
was due primarily to an increase in sales of the Company's Chaus product lines
of $6.3 million, partially offset by a decrease of $2.8 million in sales
associated with the Company's Nautica product line which was terminated in
October 1998. The increase in sales of $6.3 million or 13.4% in the Chaus
product lines is due to an increase in units shipped of 25.3%, partially offset
by a decrease of 9.6% in the average selling price. Average selling prices of
the Chaus product lines decreased for the quarter ended September 30, 1999 as
compared to the same period last year primarily due to lower average prices
associated with the new product lines introduced for the Fall 1999 season.
7
<PAGE>
BERNARD CHAUS, INC. AND SUBSIDIARIES
Gross profit for the quarter ended September 30, 1999 increased $0.5
million as compared to the quarter ended September 30, 1998. Gross profit as a
percentage of net sales decreased to 26.8% for the quarter ended September 30,
1999 from 27.8% for the quarter ended September 30, 1998 as a result of
increased customer incentives.
Selling, general and administrative ("SG&A") expenses decreased by $0.4
million for the quarter ended September 30, 1999 as compared with the quarter
ended September 30, 1998. The decrease resulted from the elimination of $1.7
million of expenses attributable to the Nautica licensed product line which was
terminated during the second quarter of fiscal 1999, partially offset by an
increase of $1.3 million in SG&A expenses attributable to the increased sales of
the Company's Chaus product lines and expenses related to the Company's new
marketing and advertising programs. SG&A expenses, as a percentage of net sales,
decreased to 17.5% for the quarter ended September 30, 1999 from 19.5% for the
comparable quarter last year, indicating the Company's ability to leverage its
SG&A expenses.
In connection with the termination of the Company's former Chief
Executive Officer, Andrew Grossman, the Company became obligated to pay up to
$1.66 million over a period of 20 months in consideration of Mr. Grossman's
agreement not to compete for twelve months. Such amounts are charged to expense
ratably over the twelve-month non-competition period. In addition, the Company
became obligated to make bonus payments in an amount equal to 2.5% of net
profits for fiscal years 1999 and 2000, and the pro rated portion of fiscal year
2001 (i.e. 1/6 of such year). Such bonus payments are being expensed in the
respective fiscal years. The Company continued such payments until April 1999
when Mr. Grossman commenced employment with another women's apparel company. By
Demand for Arbitration dated and filed on June 9, 1999, the former Chief
Executive Officer of Chaus commenced an arbitration before the American
Arbitration Association in New York alleging breach of his employment contract.
Specifically, Mr. Grossman seeks severance and non-competition payments for the
period April 1, 1999 through September 1, 2000, and his costs, in an aggregate
amount allegedly in excess of $1 million. Chaus has served an answer dated July
2, 1999 that denies Mr. Grossman's claims on the grounds that (i) he is not
entitled to any further severance and non-competition payments because, among
other things, he is now chief operating officer of another women's apparel
company; and (ii) even if any such severance and non-competition payments were
due, they are subject to set-off by Mr. Grossman's post-severance salary and
bonuses. The parties have each appointed an arbitrator and the process of
selecting a third, neutral arbitrator is nearly complete. Chaus believes that
its defenses are meritorious and intends to vigorously defend this action.
Net income increased to $4.3 million for the three months ended
September 30, 1999, an increase of approximately 27% over last year's comparable
period. Net income from the prior year quarter of $3.4 million included a net
loss of $1.0 million or $.04 per share associated with the Nautica licensed
product line.
8
<PAGE>
BERNARD CHAUS, INC. AND SUBSIDIARIES
Financial Position, Liquidity and Capital Resources
General
Net cash used in operating activities was $14.5 million for the quarter
ended September 30, 1999 as compared to $15.7 million for the quarter ended
September 30, 1998. Cash used in operating activities resulted primarily from an
increase in accounts receivable ($17.3 million) and an increase in inventory
($2.5 million), offset by net income of $4.3 million.
Financing Agreement
The Company and BNY Financial Corporation ("BNYF"), a wholly owned
subsidiary of General Motors Acceptance Corp. ("GMAC"), entered into a financing
agreement in July 1991, which was amended and restated on several occasions.
On October 10, 1997, the Company and BNYF entered into a new revolving
credit facility (the "Revolving Facility") and a new term loan facility (the
"Term Loan" and, together with the Revolving Facility, the "Financing
Agreement"). The Financing Agreement consisted of two facilities: (i) the
Revolving Facility which was a $66.0 million five-year revolving credit line
with a $20.0 million sublimit for letters of credit, and (ii) the Term Loan
which was a $15.0 million term loan facility. On June 3, 1998, the Company and
BNYF amended the Revolving Facility to provide for a $45.5 million five-year
revolving credit line with a $34.0 million sublimit for letters of credit and
amended the Term Loan to provide for a $14.5 million term loan facility. Each
facility matures on December 31, 2002. At September 30, 1999, the Company had
availability of approximately $14.4 million (inclusive of overadvance
availability) under the Financing Agreement.
The Financing Agreement contains financial covenants requiring, among
other things, the maintenance of minimum levels of tangible net worth, working
capital and minimum permitted profit (maximum permitted loss). The Financing
Agreement also contains certain restrictive covenants which, among other things,
limit the Company's ability to incur additional indebtedness or liens and to pay
dividends.
License Agreement with Nautica
In September 1995, the Company entered into a license agreement (the
"Nautica License Agreement") with Nautica Apparel, Inc. ("Nautica"), a leading
name in men's apparel, pursuant to which the Company obtained an exclusive
license to design, contract for the manufacture of and market a new women's
apparel line under the Nautica brand name. Effective October 1998, the Company
and Nautica agreed to terminate the Nautica License Agreement.
9
<PAGE>
BERNARD CHAUS, INC. AND SUBSIDIARIES
New Accounting Pronouncements
In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities. The statement establishes accounting and
reporting standards requiring that derivative instruments (including certain
derivative instruments embedded in other contracts) be recorded in the balance
sheet as either an asset or liability measured at fair value. The statement
requires that changes in a derivative's fair value be recognized currently in
earnings unless specific hedge accounting criteria are met. Special accounting
for qualifying hedges allows a derivative's gains and losses to offset related
results on the hedged item in the income statement and requires that a company
formally document, designate and assess the effectiveness of transactions that
receive hedge accounting. In June 1999, the FASB issued SFAS No. 137 which
deferred the effective date of SFAS No. 133 to fiscal years beginning after June
15, 2000. The Company currently has no derivative financial instruments.
Year 2000 Compliance
Pursuant to the Company's Year 2000 Plan, the Company's information
technology ("IT") and non-IT systems (excluding the telephone switches) have
been upgraded and tested for Year 2000 compliance. Given that the Company
believes it is Year 2000 compliant on all systems other than the telephone
switches, the Company has not prepared a contingency plan for the other systems
and does not currently believe that a contingency plan is necessary. The Company
has a contingency plan in place applicable to the telephone switches to limit
the effect of any Year 2000 issues. The telephone switches are expected to be
replaced with a Year 2000 compliant system in January 2000 in conjunction with
the Company's relocation to its new facility at 530 Seventh Avenue. The total
costs of these system upgrades are projected to approximate $0.5 million. As of
September 30, 1999, the Company has incurred approximately $0.4 million of these
costs. The remaining costs will be funded out of existing cash flows from
operations.
In some cases, the Company's computer systems are linked to its major
customers. The Company has had correspondence with its customers regarding Year
2000 compliance. Although certain customers have not responded, the Company's
major customers have advised the Company that they generally comply with VICS
(Voluntary Interindustry Commerce Standards) standards. VICS establishes
standards that simplify the flow of product and information in the general
merchandise retail industry for retailers and suppliers alike. The Company is
compliant with VICS Year 2000 Electronic Data Interchange standards and has
completed testing with its major customers.
The Company has virtually no computer interfaces with its vendors and
does not know the extent to which its vendors, or its customers, would be
impaired by their own Year 2000 issues and the impact of such impairment on the
Company. Although the Company believes it is adequately addressing its Year 2000
issues, the failure to correct a material Year 2000 problem or the failure of a
customer or a vendor to achieve compliance could result in an interruption in,
or a failure of, certain normal business activities or operations. Such failure
could materially adversely affect the Company's results of operations, liquidity
and financial condition.
10
<PAGE>
BERNARD CHAUS, INC. AND SUBSIDIARIES
Future Financing Requirements
At September 30, 1999, the Company had working capital of $33.1
million. The Company's business plan requires the availability of sufficient
cash flow and borrowing capacity to finance its product lines. The Company
expects to satisfy such requirements through cash flow from operations and
borrowings under the Financing Agreement. The Company believes that it has
adequate resources to meet its needs for the foreseeable future.
The foregoing discussion contains forward-looking statements which are
based upon current expectations and involve a number of uncertainties, including
the Company's ability to maintain its borrowing capabilities under the Financing
Agreement, retail market conditions and consumer acceptance of the Company's
products.
11
<PAGE>
BERNARD CHAUS, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Attached hereto as Exhibits are the following:
27 Financial Data Schedules
(b) The Company filed no reports on Form 8-K during the quarter
ended September 30, 1999.
12
<PAGE>
BERNARD CHAUS, INC. AND SUBSIDIARIES
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.
BERNARD CHAUS, INC.
(Registrant)
Date: November 10, 1999 By: /s/ Josephine Chaus
--------------------------------------
JOSEPHINE CHAUS
Chairwoman of the Board,
President and Chief Executive Officer,
Office of the Chairman
Date: November 10, 1999 By: /s/ Stuart S. Levy
--------------------------------------
STUART S. LEVY
Chief Financial Officer and
Secretary
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> USD
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> JUN-30-2000 JUN-30-1999
<PERIOD-START> JUL-1-1999 JUL-1-1998
<PERIOD-END> SEP-30-1999 SEP-30-1998
<EXCHANGE-RATE> 1 1
<CASH> 94 135
<SECURITIES> 0 0
<RECEIVABLES> 45,059 36,770
<ALLOWANCES> 1,116 1,947
<INVENTORY> 21,318 18,956
<CURRENT-ASSETS> 66,051 54,284
<PP&E> 5,319 4,871
<DEPRECIATION> 4,299 3,894
<TOTAL-ASSETS> 67,332 55,958
<CURRENT-LIABILITIES> 32,907 32,290
<BONDS> 0 0
0 0
0 0
<COMMON> 272 272
<OTHER-SE> 21,903 10,146
<TOTAL-LIABILITY-AND-EQUITY> 67,332 55,958
<SALES> 53,212 49,672
<TOTAL-REVENUES> 53,212 49,672
<CGS> 38,949 35,880
<TOTAL-COSTS> 48,244 45,581
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 565 618
<INCOME-PRETAX> 4,403 3,473
<INCOME-TAX> 88 70
<INCOME-CONTINUING> 4,315 3,403
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 4,315 3,403
<EPS-BASIC> .16 .13
<EPS-DILUTED> .16 .13
</TABLE>
