<PAGE>
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, 1995
[_] 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 - 18064
YES CLOTHING CO.
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-3768671
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1380 WEST WASHINGTON BLVD., LOS ANGELES, CALIFORNIA 90007
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (213) 765-7800
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
----- -----
Number of shares of Common Stock outstanding as of November 10, 1995: 7,036,492
1
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YES Clothing Co.
INDEX
<TABLE>
<CAPTION>
PAGE NO.
<S> <C>
PART I. FINANCIAL INFORMATION
Balance Sheets 3
Statements of Operations 4
Statements of Cash Flows 5
Notes to Financial Statements 6
Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART II. OTHER INFORMATION
Item 4: Submission of Matters to a Vote of Security Holders 10
Item 6: Exhibits and Reports on Form 8-K 10
Signatures 11
</TABLE>
2
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PART I. FINANCIAL INFORMATION
YES Clothing Co.
BALANCE SHEETS
<TABLE>
<CAPTION>
September 30 March 31
1995 1995
(unaudited)
<S> <C> <C>
ASSETS
- ------
Current Assets:
Cash $ 68,000 $ 232,000
Due from factor, net 678,000
Accounts receivable, non-factored-net 39,000 209,000
Other receivables and deposits 44,000 152,000
Inventories 4,086,000 2,158,000
Prepaid expenses 219,000 83,000
----------- -----------
Total current assets 4,456,000 3,512,000
Equipment, net 1,219,000 1,034,000
Other assets 96,000 84,000
Trademarks 147,000
----------- -----------
TOTAL ASSETS $ 5,918,000 $ 4,630,000
=========== ===========
LIABILITIES AND SHAREHOLDER'S EQUITY
- ------------------------------------
Current Liabilities:
Accounts payable $ 1,126,000 $ 2,145,000
Accrued expenses and other current liabilities 276,000 243,000
Due to factor 1,074,000
Advances from affiliate 176,000
Contract payables 53,000 50,000
----------- -----------
Total current liabilities 2,705,000 2,438,000
----------- -----------
Long-term liabilities:
Contract payables 91,000 119,000
Due to related party 130,000 538,000
----------- -----------
Total long-term liabilities 221,000 657,000
----------- -----------
Shareholder's Equity:
Preferred stock, no par; 2,000,000 shares authorized;
no share issued and outstanding
Common stock, no par; 20,000,000 shares authorized;
7,036,492 and 3,821,470 issued and outstanding 8,610,000 4,513,000
Retained deficit (5,618,000) (2,978,000)
----------- -----------
Total shareholder's equity 2,992,000 1,535,000
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $ 5,918,000 $ 4,630,000
=========== ===========
</TABLE>
See Notes to Financial Statements
3
<PAGE>
YES Clothing Co.
STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED THREE MONTHS ENDED
September 30 September 30
---------------------------- -----------------------------
1995 1994 1995 1994
----------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
Net Sales $ 4,681,000 $16,300,000 $ 1,996,000 $9,441,000
Cost of Sales 3,794,000 13,651,000 1,954,000 8,079,000
----------- ----------- ----------- ----------
Gross Profit 887,000 2,649,000 42,000 1,362,000
Commission Income 31,000 197,000 42,000
Royalty Income - 42,000 - 18,000
----------- ----------- ----------- ----------
Gross Operating Income 918,000 2,888,000 42,000 1,422,000
Operating expenses:
Selling, general & administrative 3,394,000 3,936,000 1,572,000 2,068,000
----------- ----------- ----------- ----------
Loss from operations (2,476,000) (1,048,000) (1,530,000) (646,000)
Trademark acquisition (25,000)
Insurance recovery -- net 63,000 63,000
Interest income(expense) -- net (138,000) (104,000) (62,000) (75,000)
----------- ----------- ----------- ----------
Loss before income tax (2,639,000) (1,089,000) (1,592,000) (658,000)
Provision for income taxes - - - -
----------- ----------- ----------- ----------
Net loss (2,639,000) (1,089,000) (1,592,000) (658,000)
=========== =========== =========== ==========
Loss per share $ (0.50) $ (0.29) $ (0.24) $ (0.17)
=========== =========== =========== ==========
Average number of shares outstanding
5,279,000 3,821,000 6,686,000 3,821,000
=========== =========== =========== ==========
</TABLE>
See notes to financial statements.
4
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YES Clothing Co.
STATEMENTS OF CASH FLOWS
Six Months Ended September 30, 1995 and 1994
(Unaudited)
Increase (Decrease) in Cash
<TABLE>
<CAPTION>
1995 1994
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(2,639,000) $(1,089,000)
Reconciliation of net loss to net cash flows from operating activities:
Depreciation and amortization 232,000 165,000
Provision for bad debts (189,000)
Changes in assets and liabilities:
Due to/from factor 1,752,000 855,000
Accounts receivable, nonfactored 170,000 149,000
Other receivables and deposits 108,000 228,000
Inventories (1,928,000) (238,000)
Prepaid expenses (135,000) (92,000)
Other assets (12,000) 10,000
Trademarks (147,000)
Accounts payable (1,019,000) 145,000
Accrued expenses and other current liabilities 34,000 (89,000)
----------- -----------
Net cash used in operating activities (3,584,000) (145,000)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (416,000) (62,000)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on contracts payable (21,000) (22,000)
Repayment of note payable (681,000)
Advances from affiliate 130,000
Borrowing from related party 175,000
Issuance of common stock 4,097,000 -
----------- -----------
Net cash provided (used) by financing activities 3,700,000 (22,000)
----------- -----------
NET INCREASE (DECREASE) IN CASH (300,000) (229,000)
CASH AND CASH EQUIVALENTS, Beginning of period 232,000 444,000
----------- -----------
CASH AND CASH EQUIVALENTS, End of period $ 68,000 $ 215,000
=========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period:
For interest $ 139,000 $ 105,000
=========== ===========
</TABLE>
See Notes to Financial Statements
5
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YES Clothing Co.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 ---- BASIS OF PRESENTATION:
The accompanying financial statements are unaudited but, in the opinion of
management of the Company, they contain all adjustments, consisting of only
normal recurring accruals, necessary to present fairly the financial position at
September 30, 1995, and the results of operations and changes in cash flows for
the six months ended September 30, 1995 and 1994. Certain information and
footnote disclosures normally included in financial statements that have been
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to the rules and regulations of the Securities and
Exchange Commission, although management of the Company believes that the
disclosures contained in these financial statements are adequate to make the
information presented therein not misleading. For further information, refer to
the financial statements and footnotes thereto included in the Company's Annual
Report on Form 10-K for the fiscal year ended March 31, 1995 as filed with the
Securities and Exchange Commission. The results of operations for the six
months ended September 30, 1995 are not necessarily indicative of the results of
operations to be expected for the fiscal year ending March 31, 1996.
NOTE 2 ---- DUE TO/FROM FACTOR
The amount due to/from factor is net of estimated customer returns,
allowances and discounts as follows:
<TABLE>
<CAPTION>
September 30, 1995 March 31, 1995
<S> <C> <C>
Unmatured receivables $ 1,276,000 $4,408,000
Advances (1,731,000) 3,115,000
Open credits (619,000) (615,000)
----------- ----------
$(1,074,000) $ 678,000
=========== ==========
</TABLE>
NOTE 3 ---- INVENTORIES
Inventories consisted of the following:
<TABLE>
<CAPTION>
September 30, 1995 March 31, 1995
<S> <C> <C>
Raw materials $1,325,000 $ 560,000
Work-in-process 426,000 339,000
Finished goods 2,335,000 1,259,000
---------- ----------
$4,086,000 $2,158,000
========== ==========
</TABLE>
NOTE 4 ---- INTEREST INCOME (EXPENSE) - NET:
Net interest income consisted of the following:
<TABLE>
<CAPTION>
Income Expense Net
------ -------- ---------
<S> <C> <C> <C>
Six months ended September 30, 1995 $1,000 $139,000 $(138,000)
Six months ended September 30, 1994 $1,000 $105,000 $(104,000)
Three months ended September 30, 1995 $1,000 $ 63,000 $ (62,000)
Three months ended September 30, 1994 $ 0 $ 75,000 $ (75,000)
</TABLE>
6
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
YES Clothing Co. (the "Company") designs, contracts for the manufacture of
and markets diversified lines of apparel for young women, young men and kids.
The Company sells its apparel to retail department stores and specialty chain
stores. The Company's garments are made in the United States and, to a lesser
extent, in the Far East.
Results of Operations
- ---------------------
The following table sets forth, for the periods indicated, the percentage
of net sales represented by certain items in the Company's Statements of
Operations.
<TABLE>
<CAPTION>
PERCENTAGE OF NET SALES
-------------------------------------------------
Six Months Ended Three Months Ended
September 30 September 30
1995 1994 1995 1994
----- ----- ----- -----
<S> <C> <C> <C> <C>
Net Sales 100.0 100.0 100.0 100.0
Cost of Sales 81.1 83.8 97.9 85.6
------ ------ ------ ------
Gross profit from sales 18.9 16.2 2.1 14.4
Commission and royalty income 0.7 1.5 - 0.6
------ ------ ------ ------
Gross operating income 19.6 17.7 2.1 15.0
Operating expenses 72.5 24.1 78.8 21.9
------ ------ ------ ------
Loss from operations (52.9) (6.4) (76.7) (6.9)
Insurance recovery 0.4 0.7
Trademark acquisition (0.5)
Interest expense -- net (3.0) (0.7) (3.1) (0.8)
------ ------ ------ ------
Loss before income taxes (56.4) (6.7) (79.8) (7.0)
Tax provision - - - -
------ ------ ------ ------
Net loss (56.4) (6.7) (79.8) (7.0)
====== ====== ====== ======
</TABLE>
Six Months Ended September 30, 1995 Compared to Six Months Ended September 30,
- ------------------------------------------------------------------------------
1994
- ----
Net sales for the six months ended September 30, 1995 were $4,681,000 as
compared to $16,300,000 for the same period in 1994. This represented a
decrease of 71.3% in net sales for the period. The decrease was mainly due to a
major restructuring of the Company's product line, including a phase out of the
company's tradional product lines, and cautious consumer spending on softgoods
at retail.
Gross profit as a percentage of net sales increased to 18.9% for the six
months ended September 30, 1995 from 16.2% for the six months ended September
30, 1994. The increase was mainly due to the shift to higher-margined products
and the introduction of the GM Surf men's and junior lines.
Commission income from customers on direct shipment of goods manufactured
overseas was $31,000 for the six months ended September 30, 1995. There was no
royalty income. For the six months ended September 30, 1994, commission income
and royalty income were $197,000 and $42,000,
7
<PAGE>
respectively. The Company discontinued all commission income transactions and
terminated its licensing agreements in Canada and the U.S.
Operating expenses consisting of selling, general and administrative
expenses decreased by $542,000 or 13.8% to $3,394,000 for the six months ended
September 30, 1995 from $3,936,000 in the same period in 1994. The decrease in
S, G & A was primarily due to a reduction in advertising, payroll and sales-
related expenditures. The decrease was somewhat offset by an increase in legal
and professional fees. S, G & A increased as a percentage of sales due to lower
sales volume.
Interest expense increased from $105,000 for the six months ended September
30, 1994 to $139,000 for the comparable period in 1995 due to borrowings from
the factor (see Liquidity and Capital Resources).
Three Months Ended September 30, 1995 Compared to Three Months Ended September
- ------------------------------------------------------------------------------
30, 1994
- --------
Net sales for the three months ended September 30, 1995 were $1,996,000 as
compared to $9,441,000 for the same period in 1994. This represented a decrease
of $7,445,000 or 78.9% in net sales for the period primarily due to the reasons
stated in the discussion of the six-month period.
Gross profit as a percentage of net sales decreased to 2.1% for the three
months ended September 30, 1995 from 14.4% for the three months ended September
30, 1994. The decrease was primarily due to higher overhead and production
costs per unit associated with the reduction in unit sales and reserves for
markdowns on inventory.
There was no commission or royalty income for the three months ended
September 30, 1995. Commission and royalty income was $60,000 for the three
months ended September 30, 1994.
Operating expenses comprised of selling, general and administrative
expenses ("S, G & A") decreased by $496,000 to $1,572,000 for the three months
ended September 30, 1995 from $2,068,000 in the same period in 1994 principally
due to the reasons stated above in the discussion of the six-month period.
Interest expenses decreased by $12,000 from $75,000 to $63,000 for the
three-month period ended September 30, 1995 due to decreased working capital
requirements and borrowing from the Company's factor as a direct result of the
additional capital provided to the Company by Mr. Marciano (See Liquidity and
Capital Resources).
Capital Resources and Liquidity
- -------------------------------
On January 31, 1995, control of the Company changed when approximately 80%
of the Company's outstanding stock was acquired by affiliates of Georges
Marciano.
8
<PAGE>
Prior to Mr. Marciano's acquisition of 80% of the Company, the Company
operated under an agreement with a factor and through June 1994 with a bank,
whereby the factor purchased accounts receivable from the Company on a non-
recourse basis and remitted the funds on a maturity basis. The bank provided the
Company with an unsecured $3,000,000 facility for commercial letters of credit
and, at March 31, 1994, the Company had $1,618,000 of letters of credit
outstanding. Under the credit facility, the Company was prohibited from
declaring or paying any dividends on any class of its stock.
The Company entered into a new factoring agreement with Republic Factors
and a letter of credit facility with Republic National Bank of New York (the
financing bank) effective through March 1996. Both the old and the new
agreements are non-recourse (i.e., the factor purchases the Company's accounts
receivable that it has pre-approved, without recourse, except in cases where
there are merchandise disputes in the normal course of business).
Under the new factoring agreement, the Company sells substantially all of
its trade accounts receivable, without recourse, and may request advances, up to
80% on the net sales factored at any time before their maturity date. The
factor is responsible for the accounting and collection of all accounts
receivable sold to it by the Company and receives a commission of 0.6% of
purchased net receivables on a guaranteed minimum volume for the contract year
of $30,000,000. The commission rate will increase to 0.75% of total
invoices factored and be applied retroactively for the contract year if the
guaranteed minimum is not attained.
Under the letter of credit facility, the financing bank provides a credit
line for letters of credit, ledger debt and factor guaranties up to the 80%
advance rate provided under the factoring agreement with an additional over
advance facility of $1,050,000. Commitments outstanding under the letter of
credit as of September 30, 1995 amounted to $44,000.
The agreements are collateralized by accounts receivable and inventory
imported under letters of credit. In addition, Mr. Marciano has provided letters
of credit to the Company's factor and as of November 10, 1995 had outstanding
two letters of credit for $1,000,000 each, expiring on December 31, 1995 and
June 30, 1996, respectively. The Company or the factor may terminate the credit
agreement on the anniversary date of the agreement with at least 60 days prior
written notice.
As of September 30, 1995, the Company had net working capital of $1,752,000
as compared to $4,248,000 as of September 30, 1994. The Company's current ratio
was 1.7 as of September 30, 1995 was 2.6 as of September 30, 1994. The decreases
in working capital and current ratio were primarily due to continued net losses.
Inventories at September 30, 1995 were $4,086,000 as compared to $3,451,000
at September 30, 1994, an increase of $635,000. The increase in inventory level
was primarily due to a high volume of customer returns and lower-than-
anticipated sales for the period.
On June 17, 1995, Georges Marciano agreed to provide $3,300,000 in
additional capital to the Company in exchange for 2,640,000 shares of common
stock and to convert additional shares of common stock at $1.25 per share in
exchange of $681,000 owed by the Company to Mr. Marciano for advances and
expenses incurred by him on the Company's behalf. The additional capital was
received by the Company on July 12, 1995 and Mr. Marciano was issued 3,184,693
shares shortly thereafter. Without the infusion of these funds and due to
continuing losses, the Company would have completely depleted its working
capital by July of 1995. Prior to July 12, 1995 the Company was operating on
overdrafts from its factor guaranteed by letters of credit supplied by Mr.
Marciano, and cash flow generated from operations and advances from its factor.
As noted, through July 12, 1995 Georges Marciano had advanced the Company
$681,000 which was converted on that date to equity.
9
<PAGE>
Thereafter, Georges Marciano or his affiliates made further advances to the
Company totalling $230,000, which are due thirteen month's from notice of
demand. In addition, Georges Marciano has also made unsecured non-interest
bearing advances to the Company through an entity affiliated by common
ownership which is due on demand, and which amount to $176,000 as of September
30, 1995. This amount is still outstanding.
The Company believes that the working capital infusion provided by Georges
Marciano and the availability of credit under current lending agreements and
other financial sources available to it will provide sufficient resources to
finance the Company's currently anticipated working capital needs and capital
expenditures through the end of calendar 1995. Continued financial difficulties
by the Company would require additional borrowings and infusions of capital to
avoid a negative impact on the Company's ability to continue operations.
The Company has continued to cut its payroll. It has also reduced other
operating costs such as advertising and insurance costs. Notwithstanding the
foregoing measures, the Company anticipates that it will not be profitable for
the fiscal year ending March 31, 1996.
Part II. OTHER INFORMATION
On June 14, 1995, the NASD notified the Company that the Company's net worth was
below the NASD's minimum standards for continued listing and suggested that the
Company would be delisted from the NASD/NMS. The Company subsequently applied
for listing on the NASDAQ SmallCap Market on August 23, 1995 and its securities
were transferred to that market effective August 28, 1995.
Item 4 ---- Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of Shareholders of the Company was held on
September 20, 1995.
(b) Not applicable
(c) The following items were voted upon at Annual Meeting of Shareholders
(i). Elections of Directors
FOR WITHHELD
Georges Marciano 6,953,107 4,600
Guy Anthome 6,953,007 4,700
Jeffrey Busse 6,953,007 4,700
Irving Kroll 6,953,107 4,600
Maurice Schoenholz 6,953,107 4,600
(ii). Ratification of Selection of Independent Auditors
6,953,407 votes cast FOR Moss-Adams as Independent Auditors
1,800 votes cast AGAINST Moss-Adams as Independent Auditors
2,500 votes cast to ABSTAIN.
(iii). Grant of Warrant and Executive Stock Option to Georges
Marciano
6,469,319 votes cast FOR the Grant of Warrant and Options
33,480 votes cast AGAINST the Grant of Warrant and Options
11,625 votes cast to ABSTAIN.
Item 6 ---- Exhibits and Reports on Form 8-K.
(a) The following document is filed as part of this report:
Exhibit 27 Financial Data Schedule as of and for the six months ended
September 30, 1995.
(b) Reports on Form 8-K filed during the quarter ended September 30, 1995:
None.
10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
YES Clothing Co.
BY: /s/ Georges Marciano
---------------------------
GEORGES MARCIANO
Chairman of the Board and
Chief Executive Officer
BY: /s/ Jeffrey P. Busse
---------------------------
JEFFREY P. BUSSE
Chief Financial Officer and
Secretary
Dated: November 10, 1995
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> APR-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 68,000
<SECURITIES> 0
<RECEIVABLES> 431,000
<ALLOWANCES> 287,000
<INVENTORY> 4,086,000
<CURRENT-ASSETS> 4,456,000
<PP&E> 2,752,000
<DEPRECIATION> 1,533,000
<TOTAL-ASSETS> 5,918,000
<CURRENT-LIABILITIES> 2,705,000
<BONDS> 0
<COMMON> 8,610,000
0
0
<OTHER-SE> (5,618,000)
<TOTAL-LIABILITY-AND-EQUITY> 5,918,000
<SALES> 4,681,000
<TOTAL-REVENUES> 4,681,000
<CGS> 3,794,000
<TOTAL-COSTS> 3,794,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 138,000
<INCOME-PRETAX> (2,639,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,639,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,639,000)
<EPS-PRIMARY> (0.50)
<EPS-DILUTED> (0.50)
</TABLE>
