<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 5(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the quarterly period ended SEPTEMBER 30, 2000.
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
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(State or other jurisdiction of (I.R.S. employer identification
incorporation or organization) number)
530 Seventh Avenue, New York, New York 10018
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 354-1280
---------------
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(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
----------- ---------- ------------------
11/1/00 Common Stock, $0.01 par value 27,215,907
----------- ----------------------------- ------------------
<PAGE>
INDEX
PART I FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited) PAGE
Condensed Consolidated Balance Sheets as of
September 30, 2000, June 30, 2000 and
September 30, 1999 3
Condensed Consolidated Statements of Operations for the
Three Months ended September 30, 2000 and 1999 4
Condensed Consolidated Statements of Cash Flows
for the Three Months ended September 30, 2000 and 1999 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
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,
2000 2000 1999
--------- --------- ---------
(Unaudited) ( * ) (Unaudited)
<S> <C> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 65 $ 4,446 $ 94
Accounts receivable - net 30,989 23,562 43,943
Inventories 18,134 14,721 21,318
Prepaid expenses 544 405 696
--------- --------- ---------
Total current assets 49,732 43,134 66,051
Fixed assets - net 5,115 5,169 1,020
Other assets 1,249 742 261
========= ========= =========
Total assets $ 56,096 $ 49,045 $ 67,332
========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Revolving credit borrowings $ 6,690 $ -- $ 8,977
Accounts payable 15,957 12,493 17,412
Accrued expenses 3,833 5,750 5,518
Term loan - current 1,000 1,000 1,000
--------- --------- ---------
Total current liabilities 27,480 19,243 32,907
Term loan 11,250 11,500 12,250
--------- --------- ---------
Total liabilities 38,730 30,743 45,157
--------- --------- ---------
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value,
authorized shares - 1,000,000; -- -- --
outstanding shares - none
Common stock, $.01 par value,
authorized shares - 50,000,000; 273 273 272
issued shares - 27,278,177 at September 30,
2000 and June 30, 2000 and 27,178,177 at
September 30, 1999
Additional paid-in capital 125,473 125,473 125,224
Deficit (106,900) (105,964) (101,841)
Less: Treasury stock at cost -
62,270 shares at September 30, 2000, June
30, 2000 and September 30, 1999 (1,480) (1,480) (1,480)
--------- --------- ---------
Total stockholders' equity 17,366 18,302 22,175
--------- --------- ---------
Total liabilities and stockholders' equity $ 56,096 $ 49,045 $ 67,332
========= ========= =========
</TABLE>
*Derived from audited financial statements at June 30, 2000.
See accompanying notes to condensed consolidated financial statements.
3
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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,
2000 1999
------------- ------------
(Unaudited)
<S> <C> <C>
Net sales $ 40,677 $ 53,212
Cost of goods sold 32,746 38,949
------------ ------------
Gross profit 7,931 14,263
Selling, general and administrative expenses 8,303 9,295
------------ ------------
Income (loss) from operations (372) 4,968
Interest expense, net 562 565
------------ ------------
Income (loss) before provision for income taxes (934) 4,403
Provision for income taxes 2 88
------------ ------------
Net income (loss) $ (936) $ 4,315
============ ============
Basic and diluted earnings (loss) per share $ (0.03) $ 0.16
============ ============
Weighted average number of common shares outstanding- basic 27,216,000 27,116,000
============ ============
Weighted average number of common and common equivalent shares
outstanding- diluted 27,216,000 27,315,000
============ ============
</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,
2000 1999
------------- -------------
(Unaudited)
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ (936) $ 4,315
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation and amortization 278 104
Provision for losses on accounts receivable 19 126
Changes in operating assets and liabilities:
Accounts receivable (7,446) (17,313)
Inventories (3,413) (2,512)
Prepaid expenses and other assets (163) (12)
Accounts payable 3,464 (87)
Accrued expenses (1,917) 893
-------- ---------
Net Cash Used In Operating Activities (10,114) (14,486)
-------- ---------
INVESTING ACTIVITIES
Purchases of fixed assets (187) (355)
Purchases of other assets (520) --
-------- ---------
Net Cash Used In Investing Activities (707) (355)
-------- ---------
FINANCING ACTIVITIES
Net proceeds from short-term bank borrowings 6,690 8,977
Principal payments on term loan (250) (250)
-------- ---------
Net Cash Provided By Financing Activities 6,440 8,727
-------- ---------
Decrease in cash and cash equivalents (4,381) (6,114)
Cash and cash equivalents, beginning of period 4,446 6,208
-------- ---------
Cash and cash equivalents, end of period $ 65 $ 94
======== =========
Cash Paid for:
Taxes $ 3 $ 3
======== =========
Interest $ 512 $ 525
======== =========
</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, 2000 and September 30, 1999
1. Summary of Significant Accounting Policies
Basis of Presentation: The accompanying unaudited condensed
consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America 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 accounting principles generally accepted in the United
States of America ("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, 2000 are not
necessarily indicative of the results that may be expected for the year ending
June 30, 2001 or any other period. The balance sheet at June 30, 2000 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, 2000.
Earnings Per Share: Basic earnings per share has 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.
New Accounting Pronouncements: On July 1, 2000, the Company adopted
Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for
Certain Derivative Instruments and Certain Hedging Activities and SFAS No. 138.
SFAS No. 138 addresses a limited number of issues causing implementation
difficulties for entities applying SFAS No. 133. SFAS No. 133 requires that an
entity recognize all derivative instruments as either assets or liabilities in
the balance sheet and measure those instruments at fair value. If certain
conditions are met, a derivative may be specifically designated as (i) a hedge
of the exposure to changes in the fair value of a recognized asset or liability
or an unrecognized firm commitment, (ii) a hedge of the exposure to variable
cash flows of a forecasted transaction, or (iii) a hedge of the foreign currency
exposure of a net investment in a foreign operation, an unrecognized firm
commitment, an available-for-sale security, or a foreign-currency-denominated
forecasted transaction. The accounting for changes in the fair value of a
derivative depends on the intended use of the derivative and the resulting
designation. The Company currently has no derivative financial instruments, and
as such, the adoption of this statement had no impact on the Company's
consolidated financial position, liquidity, cashflows or results of operations.
In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial
Statements." This bulletin summarizes certain of the SEC Staff's views in
applying generally accepted accounting principles to revenue recognition in
financial statements. This bulletin, through its subsequent revised releases,
SAB No. 101A and No. 101B, is effective for registrants no
6
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BERNARD CHAUS, INC. AND SUBSIDIARIES
later than the fourth fiscal quarter of fiscal years beginning after December
15, 1999. The Company does not expect the implementation of this bulletin to
have an impact on its consolidated financial position, liquidity or results of
operations.
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 $9.7 million at September
30, 2000, $9.3 million at June 30, 2000 and $9.9 million at September 30, 1999.
3. Financing Agreement
In October 1997, the Company and BNY Financial Corporation ("BNYF"), a
wholly owned subsidiary of General Motors Acceptance Corp. ("GMAC") entered into
a financing agreement (the "Financing Agreement"). The Financing Agreement,
which was amended on June 3, 1998, consists of two facilities: (i) the Revolving
Facility which is a $45.5 million five-year revolving credit line with a $34.0
million sublimit for letters of credit, and (ii) the Term Loan which is a $14.5
million term loan facility. Each facility matures on December 31, 2002. At
September 30, 2000, the Company had availability of approximately $13.2 million
(inclusive of overadvance availability) under the Financing Agreement. The
Company had borrowings of $6.7 million at September 30, 2000 under the Revolving
Facility.
Interest on the Revolving Facility accrues at 1/2 of 1% above the Prime
Rate (9.50% at September 30, 2000) 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. Nine amortization payments have
been made resulting in a balance of $12.3 million at September 30, 2000. 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 of $2.2 million. 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. On September 22, 2000 the Financing Agreement was amended to
establish certain financial covenants for the fiscal years ending June 30, 2000
and June 30, 2001.
7
<PAGE>
BERNARD CHAUS, INC. AND SUBSIDIARIES
4. Stock Exchange Listing
The Company received a notice from the New York Stock Exchange (the
"NYSE") in March 2000, that based upon new continued listing requirements
adopted by the NYSE, the Company was below NYSE criteria in respect of
requirements that total market capitalization be not less than $50 million and
stockholders' equity be not less than $50 million. As of September 30, 2000, the
Company's stockholders' equity was approximately $17.4 million and its total
market capitalization was approximately $15.3 million. On May 19, 2000, the
Company submitted to the NYSE a business plan for attaining compliance with the
new continued listing standards over the 18 month period ending September 30,
2001. In July 2000, the NYSE accepted the Company's 18 month plan for attaining
compliance with the new continued listing requirements and indicated that the
Company would be monitored on a quarterly basis by the NYSE for compliance with
the plan. On July 21, 2000, the NYSE notified the Company that failure to
restore the price of its common stock above $1.00 (based upon a 30 day average)
within six months of the notification would result in the delisting of its
common stock. On September 28, 2000, the Company announced that it was seeking a
quotation of its shares of common stock on the Over The Counter Bulletin Board
("OTC BB") in lieu of its NYSE listing. NYSE trading was discontinued effective
prior to the opening of trading on October 6, 2000. The Company's common stock
is currently traded in the over the counter market and quotations are available
on the OTC Bulletin Board (OTC BB: CHBD). The Company is unable to predict the
effect, if any, of the delisting on the market for and liquidity of its common
stock which will depend upon, among other factors, the availability of market
makers for the stock.
8
<PAGE>
BERNARD CHAUS, INC. AND SUBSIDIARIES
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, 2000 decreased 23.6% or
$12.5 million as compared to the quarter ended September 30, 1999. The decrease
in net sales was primarily due to a decrease in units shipped of 17.2% and an
increase in customer discounts as a result of the highly promotional environment
which has continued since the 1999 holiday season.
Gross profit for the quarter ended September 30, 2000 decreased $6.3
million to $7.9 million as compared to $14.3 million for the quarter ended
September 30, 1999. As a percentage of sales, gross profit decreased to 19.5%
for the quarter ended September 30, 2000 from 26.8% for the quarter ended
September 30, 1999. The decrease in gross profit was the result of decreased
units shipped and increased customer discounts
Selling, general and administrative ("SG&A") expenses decreased by $1.0
million for the quarter ended September 30, 2000 as compared with the quarter
ended September 30, 1999. The decrease resulted from a reduction in costs
associated with a lower sales volume. As a percentage of net sales, SG&A
expenses were approximately 20.4% for the quarter ended September 30, 2000 as
compared to 17.5% for the quarter ended September 30, 1999.
Net income (loss) decreased to a loss of ($0.9) million for the three
months ended September 30, 2000 from income of $4.3 million for the comparable
period last year.
Financial Position, Liquidity and Capital Resources
General
Net cash used in operating activities was $10.1 million for the quarter
ended September 30, 2000 as compared to $14.5 million for the quarter ended
September 30, 1999. Cash used in operating activities resulted primarily from an
increase in accounts receivable ($7.4 million) and an increase in inventory
($3.4 million), offset by an increase in accounts payable of $3.5 million.
Financing Agreement
In October 1997, the Company and BNY Financial Corporation ("BNYF"), a
wholly owned subsidiary of General Motors Acceptance Corp. ("GMAC") entered into
a financing agreement (the "Financing Agreement"). The Financing Agreement,
which was amended on June 3, 1998, consists of two facilities: (i) the Revolving
Facility which is a $45.5 million five-year revolving credit line with a $34.0
million sublimit for letters of credit, and (ii) the Term Loan which is a $14.5
million term loan facility. Each facility matures on December 31, 2002. At
September 30, 2000, the Company had availability of approximately $13.2 million
(inclusive of overadvance availability) under the Financing Agreement. The
Company had borrowings of $ 6.7 million at September 30, 2000 under the
Revolving Facility.
9
<PAGE>
BERNARD CHAUS, INC. AND SUBSIDIARIES
Interest on the Revolving Facility accrues at 1/2 of 1% above the Prime
Rate (9.50% at September 30, 2000) 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. Nine amortization payments have
been made resulting in a balance of $12.3 million at September 30, 2000. 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 of $2.2 million. 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. On September 22, 2000 the Financing Agreement was amended to
establish certain financial covenants for the fiscal years ending June 30, 2000
and June 30, 2001.
New Accounting Pronouncements
On July 1, 2000, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 133, Accounting for Certain Derivative Instruments and
Certain Hedging Activities and SFAS No. 138. SFAS No. 138 addresses a limited
number of issues causing implementation difficulties for entities applying SFAS
No. 133. SFAS No. 133 requires that an entity recognize all derivative
instruments as either assets or liabilities in the balance sheet and measure
those instruments at fair value. If certain conditions are met, a derivative may
be specifically designated as (i) a hedge of the exposure to changes in the fair
value of a recognized asset or liability or an unrecognized firm commitment,
(ii) a hedge of the exposure to variable cash flows of a forecasted transaction,
or (iii) a hedge of the foreign currency exposure of a net investment in a
foreign operation, an unrecognized firm commitment, an available-for-sale
security, or a foreign-currency-denominated forecasted transaction. The
accounting for changes in the fair value of a derivative depends on the intended
use of the derivative and the resulting designation. The Company currently has
no derivative financial instruments, and as such, the adoption of this statement
had no impact on the Company's consolidated financial position, liquidity,
cashflows or results of operations.
In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial
Statements." This bulletin summarizes certain of the SEC Staff's views in
applying generally accepted accounting principles to revenue recognition in
financial statements. This bulletin, through its subsequent revised releases,
SAB No. 101A and No. 101B, is effective for registrants no later than the fourth
fiscal quarter of fiscal years beginning after December 15, 1999. The Company
does not expect the implementation of this bulletin to have an impact on its
consolidated financial position, liquidity or results of operations.
10
<PAGE>
BERNARD CHAUS, INC. AND SUBSIDIARIES
Future Financing Requirements
At September 30, 2000, the Company had working capital of $22.3
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.
Other Matters
The Company received a notice from the New York Stock Exchange (the
"NYSE") in March 2000, that based upon new continued listing requirements
adopted by the NYSE, the Company was below NYSE criteria in respect of
requirements that total market capitalization be not less than $50 million and
stockholders' equity be not less than $50 million. As of September 30, 2000, the
Company's stockholders' equity was approximately $17.4 million and its total
market capitalization was approximately $15.3 million. In July 2000, the NYSE
accepted the Company's 18 month plan for attaining compliance with the new
continued listing requirements and indicated that the Company would be monitored
on a quarterly basis by the NYSE for compliance with the plan. On July 21, 2000,
the NYSE notified the Company that failure to restore the price of its common
stock above $1.00 (based upon a 30 day average) within six months of the
notification would result in the delisting of its common stock. The Company's
stock price has been below the $1.00 minimum requirement for continued listing
for several months and the retail environment has continued to be difficult.
Therefore, the Company determined that it is more prudent to invest in its core
business and continue to meet the needs of its retail customers, rather than to
divert resources and reduce investment in the business in an attempt to maintain
its listing. As a result, on September 28, 2000, the Company announced that it
was seeking a quotation of its shares of common stock on the Over The Counter
Bulletin Board ("OTC BB") in lieu of its NYSE listing. NYSE trading was
discontinued effective prior to the opening of trading on October 6, 2000. The
Company's common stock is currently traded in the over the counter market and
quotations are available on the OTC Bulletin Board (OTC BB: CHCB). The Company
is unable to predict the effect, if any, of the delisting on the market for and
liquidity of its common stock which will depend upon, among other factors, the
availability of market makers for the stock.
11
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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, 2000.
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 1, 2000 By: /s/ Josephine Chaus
--------------------
JOSEPHINE CHAUS
Chairwoman of the Board, and
Chief Executive Officer
Date: November 1, 2000 By: /s/ Nicholas DiPaolo
---------------------
NICHOLAS DIPAOLO
Vice Chairman of the Board, and
Chief Operating Officer
Date: November 1, 2000 By: /s/ Ivy Karkut
---------------
IVY KARKUT
President and Director
Date: November 1, 2000 By: /s/ Barton Heminover
---------------------
BARTON HEMINOVER
Vice President of Finance
13
