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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: NOVEMBER 30, 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
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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 January 10, 2001, 1,064,680 shares of the Registrant's common stock were
outstanding.
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INDEPENDENT ACCOUNTANT'S REPORT
Board of Directors and Shareholders
Nitches, Inc.
We have reviewed the accompanying condensed consolidated balance sheet of
Nitches, Inc. and Subsidiaries as of November 30, 2000, and the related
condensed consolidated statements of income and cash flows for the three months
ended November 30, 2000. These financial statements are the responsibility of
management of Nitches, Inc.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the condensed consolidated financial statements referred to above for
them to be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Nitches, Inc. and Subsidiaries as
of August 31, 2000, and the related consolidated statements of income,
shareholders' equity and cash flows for the year then ended not presented
herein; and in our report dated October 13, 2000, we expressed an unqualified
opinion on those consolidated financial statements. In our opinion, the
information set forth in the accompanying condensed consolidated balance sheet
as of August 31, 2000, is fairly presented, in all material respects, in
relation to the consolidated balance sheet from which it has been derived.
Moss Adams, LLP
Los Angeles, California
January 8, 2001
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
NITCHES, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
November 30, August 31,
2000 2000
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(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 73,000 $ 314,000
Receivables:
Trade accounts, less allowances 5,256,000 4,224,000
Due from affiliates and employees 33,000 38,000
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5,289,000 4,262,000
Inventories, net 4,627,000 5,055,000
Deferred income taxes 150,000 150,000
Other current assets 47,000 76,000
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Total current assets 10,186,000 9,857,000
Furniture, fixtures and equipment, net 101,000 109,000
Deferred income taxes 28,000 28,000
Other assets 19,000 17,000
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$10,334,000 $10,011,000
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LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Accounts payable $ 2,523,000 $ 2,534,000
Accrued expenses 276,000 417,000
Income tax payable 323,000 98,000
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Total current liabilities 3,122,000 3,049,000
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 6,407,000 6,157,000
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Total shareholders' equity 7,212,000 6,962,000
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$10,334,000 $10,011,000
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The accompanying notes are an integral part of these financial statements
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NITCHES, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
Three months ended November 30,
2000 1999
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Net sales $ 10,993,000 $ 11,527,000
Cost of goods sold 8,122,000 8,657,000
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Gross profit 2,871,000 2,870,000
Expenses:
Selling, general and administrative 1,961,000 1,928,000
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Income from operations 910,000 942,000
Interest expense, net (53,000) (28,000)
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Income before income taxes 857,000 914,000
Provision for income taxes 338,000 356,000
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Net income $ 519,000 $ 558,000
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Earnings per basic and diluted share: $ .49 $ .52
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Weighted average number of basic shares
Outstanding 1,064,680 1,064,680
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Weighted average number of diluted
shares Outstanding 1,064,680 1,064,680
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The accompanying notes are an integral part of these financial statements
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NITCHES, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Three months ended November 30,
2000 1999
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Net cash used by operating activities $(2,793,000) $(1,220,000)
Cash flows from financing activities:
Advances from factor 2,818,000 1,528,000
Dividends paid (266,000) (266,000)
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Net cash provided by financing activities 2,552,000 1,262,000
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Net increase (decrease) in cash and cash equivalents (241,000) 42,000
Cash and cash equivalents at beginning of period 314,000 201,000
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Cash and cash equivalents at end of period 73,000 243,000
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Supplemental disclosures of cash flow information:
Cash paid during the period:
Interest $ 58,000 $ 38,000
Income taxes 113,000 32,000
The accompanying notes are an integral part of these financial statements
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NITCHES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
1. DESCRIPTION OF BUSINESS
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 accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q. They have been
reviewed by the Company's independent auditors in accordance with the
professional standards and procedures as set forth in Statement of Auditing
Standards No. 71 (SAS 71). SAS 71 procedures for conducting a review of interim
financial information generally are limited to inquiries and analytical
procedures concerning significant accounting matters relating to the financial
information to be reported. They do not include all information and footnotes
necessary for a fair presentation of financial position and results of
operations and cash flows in conformity with generally accepted accounting
principles. These consolidated financial statements should be read in
conjunction with the consolidated financial statements and related notes
contained in the Company's Annual Report on Form 10-K for the year ended August
31, 2000. In the opinion of Management, all adjustments considered necessary for
a fair representation have been included in the interim period. Operating
results for the three months ended November 30, 2000 are not necessarily
indicative of the results that may be expected for the year ending August 31,
2001.
3. EARNINGS PER SHARE:
At November 30, 2000, there were no stock options outstanding and therefore
no dilutive effect to the weighted average number of shares outstanding.
4. INVENTORIES:
November 30, August 31,
2000 2000
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Fabric and Trims $ 303,000 $ 126,000
Finished Goods 4,324,000 4,929,000
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$4,627,000 $5,055,000
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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):
November 30, August 31,
2000 2000
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Receivables assigned to factor:
Non-recourse $ 8,809,000 $ 4,986,000
Recourse 278,000 239,000
Advances from factor (3,814,000) (996,000)
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Due from factor 5,273,000 4,229,000
Non-factored accounts receivable 466,000 220,000
Allowance for customer credits and doubtful
accounts (483,000) (225,000)
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$ 5,256,000 $ 4,224,000
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Contingent liabilities for irrevocable letters of credit $ 3,362,000 $ 4,510,000
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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. SPECIAL DIVIDENDS AND RELATED PARTY TRANSACTIONS:
The Company paid a special dividend of $.25 (twenty-five cents) per share on
November 30, 2000, for a total of approximately $266,000, to the shareholders of
record as of November 6, 2000. During fiscal 2000, the Company declared and paid
special dividends of $1.65 per share.
The Company purchases labor and administrative services, as needed, at fair
market rates, from Kuma Sport, Inc. that is 40% owned by a director of Nitches.
The Company purchased labor and administrative services from Kuma Sport, Inc.
for $256,000 in the first three months of fiscal 2001.
7. SIGNIFICANT CUSTOMERS:
Sales to three separate customers (Mervyn's, Kohl's, and Sears) accounted
for 60.3%, 15.4%, and 13.0%, respectively, of the Company's net sales in the
quarter ended November 30, 2000. Sales to two customers (Mervyn's and JC Penney)
accounted for 46.3% and 17.1% of the Company's net sales in the quarter ended
November 30, 1999.
These same customers accounted for 35.6%, 15.7%, and 15.1%, respectively, of
the Company's trade receivable balance at November 30, 2000. Sales to three
customers accounted for 48.1%, 13.1%, and 8.1%, respectively, of the Company's
trade receivable balance at November 30, 1999.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
RESULTS OF OPERATIONS
Net sales for the three months ended November 30, 2000 decreased
approximately $534,000 (4.6%) as compared to the three months ended November 30,
1999. This decline was primarily attributable to a decrease in unit sales in the
Company's private label 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 increased from 24.9% for the three months ended November 30,
1999 to 26.1% for the current three-month period. The increase was the result of
higher gross margins in the Company's sleepwear product line during the first
quarter. 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 for the first three months of
fiscal 2001 were equal to the $1.9 million from last year, and increased as a
percent of net sales from 16.6% last year to 17.8% for the current period. The
primary reason for the increase as a percentage of sales was due to the decrease
in net sales from the earlier period.
LIQUIDITY AND CAPITAL RESOURCES
Working capital of $7.1 million at November 30, 2000 increased from the
August 31, 2000 level of $6.8 million, and the current ratio increased to 3.26:1
at November 30, 2000 from 3.20:1 at August 31, 2000.
The Company paid a special dividend of $.25 (twenty-five cents) per share on
November 30, 2000, for a total of approximately $266,000, to the shareholders of
record as of November 6, 2000.
The Company sells substantially all of its trade receivables to a factor
(CIT) on a pre-approved, non-recourse basis. The Company attempts to make any
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
November 30, 2000 was approximately $722,000 of which approximately $460,000 has
been collected through December 31, 2000.
Payment for non-recourse 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 9.5%) 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 November 30, 2000, the Company had outstanding letters of credit of
approximately $3.4 million for the purchase of finished goods, which had been
opened through CIT. 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 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
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held or acquired after November 30, 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 $5.1 million at August 31, 2000 to
$4.6 million at November 30, 2000. The Company has established an inventory
markdown reserve as of November 30, 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 November 30, 2000 for which customer sales orders have
not yet been received. The inventory markdown reserve is calculated based on
specific identification of aged goods and styles that are slow moving or selling
off-price.
BACKLOG
The Company had unfilled customer orders of $14.5 million at November 30,
2000 and 1999, with such orders generally scheduled for delivery by April 2001
and April 2000, respectively. These amounts include both confirmed orders and
unconfirmed orders that the Company believes, based on industry practice and
past experience, will be confirmed. While cancellations, rejections and returns
have generally not been material in the past, there can be no assurance that
cancellations, rejections and returns will not reduce the amount of sales
realized from the backlog of orders at November 30, 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.
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 2001. The strong resistance on the part of the consumer to
increases in price and increasing fabric and labor costs lead to an increased
cost of goods on a percentage basis.
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 that 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 were no material legal proceedings to which the Company or any of its
subsidiaries was a party in the quarter ended November 30, 2000.
Item 2. Exhibits and Reports on Form 8-K
There were no reports on Form 8-K during the quarter ended November 30,
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.
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Registrant
January 12, 2001 By: /s/ Steven P. Wyandt
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Steven P. Wyandt
As Principal Financial Officer
and on behalf of the Registrant
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