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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 10-Q

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|[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended September 30, 2007.

OR

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|[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from                              to                                 .

Commission file number1-9169

BERNARD CHAUS, INC.

(Exact Name of Registrant as Specified in its Charter)

New York


13-2807386(State or other jurisdiction of
incorporation or organization)


(I.R.S. employer
identification number)Seventh Avenue, New York, New York


10018(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 by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of ‘‘accelerated filer and large accelerated filer’’ in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated filer[ ]Accelerated filer[ ]Non-accelerated filer[X]

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act).    Yes[ ]No[X]

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 OutstandingNovember 5, 2007


Common Stock, $0.01 par value


37,381,373




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INDEX

PAGEPART I


FINANCIAL INFORMATIONItem 1.


Condensed Consolidated Financial Statements (Unaudited)Condensed Consolidated Balance Sheets as of September 30, 2007, June 30, 2007 and September 30, 2006




3Condensed Consolidated Statements of Operations for the Three months ended September 30, 2007 and 2006




4Condensed Consolidated Statements of Cash Flows for the Three Months ended September 30, 2007 and 2006




5Notes to Condensed Consolidated Financial Statements




6Item 2.


Management’s Discussion and Analysis of Financial Condition and Results of Operations




12Item 3.


Quantitative and Qualitative Disclosures About Market Risk




17Item 4.


Controls and Procedures




17PART II


OTHER INFORMATIONItem 1.


Legal Proceedings




18Item 1A.


Risk Factors




18Item 2.


Unregistered Sales of Equity Securities and Use of Proceeds




18Item 3.


Defaults Upon Senior Securities




18Item 4.


Submission of Matters to a Vote of Security Holders




18Item 5.


Other Information




18Item 6.


Exhibits




19SIGNATURES




20CERTIFICATIONS




21


2

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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)

September 30,
2007


June 30,
2007


September 30,
2006(Unaudited)


(*)


(Unaudited)AssetsCurrent AssetsCash and cash equivalents



$
112




$
3,377




$
56Accounts receivable – net




25,397





16,605





23,987Accounts receivable – due from factor




1,766





1,638





3,151Inventories – net




8,867





8,876





11,303Prepaid expenses and other current assets




731





462





695Total current assets




36,873





30,958





39,192Fixed assets – net




2,654





2,960





3,176Other assets – net




117





316





339Trademarks




1,000





1,000





1,000Goodwill




2,257





2,257





2,257Total assets



$
42,901




$
37,491




$
45,964Liabilities and Stockholders’ EquityCurrent LiabilitiesRevolving credit borrowings



$
9,458




$
—




$
5,973Accounts payable




8,040





10,012





9,801Accrued expenses




3,289





4,582





5,004Term loan – current




1,700





1,700





1,700Total current liabilities




22,487





16,294





22,478Term loan




1,800





2,225





3,500Long term liabilities




315





347





607Deferred income taxes




396





373





305Total liabilities




24,998





19,239





26,890Stockholders’ EquityPreferred stock, $.01 par value, authorized shares – 1,000,000; issued and outstanding shares – none




—





—





—Common stock, $.01 par value, authorized shares – 50,000,000; issued shares – 37,443,643 at September 30, 2007 and June 30, 2007 and 37,572,517 at September 30, 2006




374





374





376Additional paid-in capital




133,336





133,331





133,456Deficit




(113,893
)




(113,539
)




(112,817
)Accumulated other comprehensive loss




(434
)




(434
)




(461
)Less: Treasury stock at cost – 62,270 shares at September 30, 2007, June 30, 2007 and September 30, 2006




(1,480
)




(1,480
)




(1,480
)Total stockholders’ equity




17,903





18,252





19,074Total liabilities and stockholders’ equity



$
42,901




$
37,491




$
45,964


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|* | Derived from audited financial statements at June 30, 2007.
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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)

For the Three Months EndedSeptember 30,
2007


September 30,
2006(Unaudited)Net revenue



$
35,546




$
39,509Cost of goods sold




25,151





27,478Gross profit




10,395





12,031Selling, general and administrative expenses




10,430





10,430Income (Loss) from operations




(35
)




1,601Interest expense, net




269





272Income (Loss) before income tax provision




(304
)




1,329Income tax provision




50





85Net Income (Loss)



$
(354
)



$
1,244Basic earnings (loss) per share



$
(0.01
)



$
0.03Diluted earnings (loss) per share



$
(0.01
)



$
0.03Weighted average number of common shares outstanding – basic




37,381,000





37,516,000Weighted average number of common and common equivalent shares outstanding – diluted




37,381,000





37,924,000


See accompanying notes to condensed consolidated financial statements.

4

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BERNARD CHAUS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

For the Three Months EndedSeptember 30,
2007


September 30,
2006(Unaudited)Operating ActivitiesNet income (loss)



$
(354
)



$
1,244Adjustments to reconcile net income (loss) to net cash used in operating activities:Depreciation and amortization




331





298Stock compensation expense




5





23Deferred income taxes




23





23Changes in operating assets and liabilities:Accounts receivable




(8,792
)




(2,123
)Accounts receivable due from factor




(128
)




(1,761
)Inventories




9





(2,164
)Prepaid expenses and other current assets




(80
)




(52
)Accounts payable




(1,972
)




497Accrued expenses and long term liabilities




(1,325
)




1,110Net Cash Used In Operating Activities




(12,283
)




(2,905
)Investing ActivitiesPurchases of fixed assets




(15
)




(312
)Cash Used In Investing Activities




(15
)




(312
)Financing ActivitiesNet proceeds from revolving credit borrowings




9,458





3,594Principal payments on term loan




(425
)




(425
)Repurchases and retirement of Common Stock




—





(16
)Net Cash Provided By Financing Activities




9,033





3,153Decrease in cash and cash equivalents




(3,265
)




(64
)Cash and cash equivalents, beginning of period




3,377





120Cash and cash equivalents, end of period



$
112




$
56Supplemental Disclosure of Cash Flow Information:Cash paid for:Taxes



$
35




$
25Interest



$
257




$
259


See accompanying notes to condensed consolidated financial statements.

5

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BERNARD CHAUS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Three Months Ended September 30, 2007 and September 30, 2006

1.    Business and Summary of Significant Accounting Policies

Business:

Bernard Chaus, Inc. (the ‘‘Company’’ or ‘‘Chaus’’) designs, arranges for the manufacture of and markets an extensive range of women’s career and casual sportswear principally under the JOSEPHINE CHAUS®COLLECTION, JOSEPHINE CHAUS®SPORT, CHAUS®, CYNTHIA STEFFE®, and CYNTHIA CYNTHIA STEFFE®trademarks and under private label brand names. The Company’s products are sold nationwide through department store chains, specialty retailers and other retail outlets. The Company’s JOSEPHINE CHAUS product lines sold through the department store channels are in the opening price points of the ‘‘better’’ category. The Company’s CYNTHIA STEFFE product lines are an upscale contemporary women’s apparel line sold through department stores and specialty stores. The Company’s private label product lines are sold to various customers according to their specifications. The Company also has a license agreement with Kenneth Cole Productions, Inc. to manufacture and sell women’s sportswear under various labels. The Company began shipping products in December 2005 bearing the Kenneth Cole Reaction label primarily to retail department stores. These Kenneth Cole Reaction products offer high-quality fabrications and styling at ‘‘better’’ price points. As used herein, fiscal 2008 refers to the fiscal year ended June 30, 2008, fiscal 2007 refers to the fiscal year ended June 30, 2007 and fiscal 2006 refers to the fiscal year ended June 30, 2006.

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 (‘‘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. Operating results for the three months ended September 30, 2007 are not necessarily indicative of the results that may be expected for the year ending June 30, 2008 (‘‘fiscal 2008’’) or any other period. The balance sheet at June 30, 2007 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, 2007.

Principles of Consolidation:

The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany accounts and transactions have been eliminated.

Use of Estimates:

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

6

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BERNARD CHAUS, INC. AND SUBSIDIARIES

Revenue Recognition:

The Company recognizes sales upon shipment of products to customers since title and risk of loss passes upon shipment. Provisions for estimated uncollectible accounts, discounts and returns and allowances are provided when sales are recorded based upon historical experience and current trends. While such amounts have been within expectations and the provisions established, the Company cannot guarantee that it will continue to experience the same rates as in the past.

Credit Terms:

The Company extends credit to its customers, other than customers of Cynthia Steffe Acquisition, LLC (‘‘CS Acquisition’’) based upon an evaluation of the customer’s financial condition and credit history. CS Acquisition extends credit to the majority of its customers through a factoring agreement with The CIT Group/Commercial Services, Inc. (‘‘CIT’’). Under the factoring arrangement, the Company receives payment from CIT as of the earlier of: a) the date that CIT has been paid by the Company’s customers; b) the date of the customer’s longest maturity if the customer is in a bankruptcy or insolvency proceeding; or c) the last day of the third month following the customer’s longest maturity date if the receivable remains unpaid. CIT assumes only the risk of the Company’s customers’ insolvency or non-payment. All other receivable risks for customer deductions that reduce the customer receivable balances are retained by the Company, including, but not limited to, allowable customer markdowns, operational chargebacks, disputes, discounts, and returns. As of September 30, 2007 approximately 93 % of the Company’s accounts receivable was non-factored.

Accounts Receivable:

Accounts Receivable are net of allowances and anticipated discounts. An allowance for doubtful accounts is determined through analysis of the aging of accounts receivable at the date of the financial statements, assessments of collectibility based on historical trends and an evaluation of the impact of economic conditions. This amount is not significant primarily due to the Company’s history of minimal bad debts. An allowance for discounts is based on those discounts relating to open invoices where trade discounts have been extended to customers. Costs associated with potential returns of products as well as allowable customer markdowns and operational charge backs, net of expected recoveries, are included as a reduction to net revenue and are part of the provision for allowances included in Accounts Receivable. These provisions result from seasonal negotiations as well as historic deduction trends, net expected recoveries and the evaluation of current market conditions. As of September 30, 2007, June 30, 2007 and September 30, 2006, Accounts Receivable was net of allowances of $2.9 million, $2.8 million and $3.6 million, respectively.

Inventories:

Inventories are stated at the lower of cost or market, cost being determined on the first-in, first-out method. The majority of the Company’s inventory purchases are shipped FOB shipping point from the Company’s suppliers. The Company takes title and assumes the risk of loss when the merchandise is received at the boat or airplane overseas. The Company records inventory at the point of such receipt at the boat or airplane overseas. Reserves for slow moving and aged merchandise are provided to write down inventory costs to net realizable value based on historical experience and current product demand. Inventory reserves were $0.9 million at September 30, 2007, $0.8 million at June 30, 2007, and $1.6 million at September 30, 2006. Inventory reserves are based upon the level of excess and aged inventory and the Company’s estimated recoveries on the sale of the inventory. While markdowns have been within expectations and the provisions established, the Company cannot guarantee that it will continue to experience the same level of markdowns as in the past.

Cash and Cash Equivalents:

All highly liquid investments with an original maturity of three months or less at the date of purchase are classified as cash equivalents.

7

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BERNARD CHAUS, INC. AND SUBSIDIARIES

Income Taxes:

The Company accounts for income taxes under the asset and liability method in accordance with Statement of Financial Accounting Standards (‘‘SFAS’’) No. 109, Accounting for Income Taxes. Deferred income taxes reflect the future tax consequences of differences between the tax bases of assets and liabilities and their financial reporting amounts at year-end. The Company periodically reviews its historical and projected taxable income and considers available information and evidence to determine if it is more likely than not that a portion of the deferred tax assets will be realized. A valuation allowance is established to reduce the deferred tax assets to the amount that is more likely than not to be realized. As of September 30, 2007, June 30, 2007 and September 30, 2006, based upon its evaluation, of historical and projected results of operation and the current business environment, the Company recorded a full valuation allowance on its deferred tax assets. If the Company determines that it is more likely than not that a portion of the deferred tax assets will be realized in the future, that portion of the valuation allowance will be reduced and the Company will provide for an income tax benefit in its Statement of Operations at its estimated effective tax rate.

The Company has provided a deferred tax liability on the temporary differences associated with its indefinite-lived intangibles. The Company’s indefinite-lived intangibles are not amortized for book purposes. As the Company continues to amortize these intangible assets for tax purposes, it will provide a deferred tax liability on a temporary difference. The temporary difference will not reverse until such time as the assets are impaired or sold therefore the likelihood of being offset by the company’s net operating loss carryforward is uncertain. There were no sales or impairments during all periods presented.

Stock-based Compensation:

The Company has a Stock Option Plan and accounts for the plan under SFAS No. 123 (revised 2004), ‘‘Share Based Payment’’ (‘‘SFAS No. 123R’’) which requires companies to recognize the cost of employee services received in exchange for awards of equity instruments, based on the grant date fair value of those awards, in the financial statements.

The following assumptions were used in the Black Scholes option-pricing model that was utilized to determine stock-based employee compensation expense under the fair value based method:

For the Three
Months Ended
September 30, 2007


For the Three
Months Ended
September 30, 2006Weighted average fair value of stock options granted


$0.81


$0.92Risk-free interest rate


5.03%


5.15%Expected dividend yield


$0.00


$0.00Expected life of option


10.0 years


10.0 yearsExpected volatility


131%


170%


Earnings (loss) Per Share:

Basic earnings (loss) per share has been computed by dividing the applicable net income (loss) 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 share equivalents. Potentially dilutive shares of 0.3 million were not included in the calculation of diluted net loss per share for the three months ended September 30, 2007, as their inclusion would be antidilutive.

8

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BERNARD CHAUS, INC. AND SUBSIDIARIES

For the Three Months EndedSeptember 30,
2007


September 30,
2006Denominator for earnings (loss) per share (in millions):Denominator for basic earnings (loss) per share weighted-average shares outstanding




37.4





37.5Assumed exercise of potential common shares




—





0.4Denominator for diluted earnings (loss) per share




37.4





37.9


New accounting pronouncements:

In July 2006, the Financial Accounting Standards Board (‘‘FASB’’) issued Interpretation No. 48, ‘‘Accounting for Uncertainty in Income Taxes – An Interpretation of SFAS No. 109’’ (‘‘FIN 48’’). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements in accordance with Statement 109 and prescribes a recognition threshold and measurement attribute for the financial statement disclosure of tax positions taken, or expected to be taken, on a tax return. Additionally, FIN 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

The Company adopted the provisions of FIN 48 on July 1, 2007 and the adoption did not have a material impact on the consolidated financial statements. The Company classifies any interest and penalty payments or accruals within operating expenses on the financial statements. There were no accruals of interest and penalties, nor were there any unrecognized tax benefits at the date of adoption of FIN 48. The Internal Revenue Service has reviewed the Company’s income tax returns through the period ended June 30, 2003 and proposed no changes to the tax returns filed by the Company.

In September 2006, the FASB issued SFAS No. 157 ‘‘Fair Value Measures’’ (‘‘SFAS 157’’). SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements, however it does not apply to SFAS 123R. This Statement shall be effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including any financial statements for an interim period within that fiscal year. The provisions of this statement should be applied prospectively as of the beginning of the fiscal year in which this Statement is initially applied, except in some circumstances where the statement shall be applied retrospectively. The Company does not believe that it will have a material impact on its financial statements.

In February 2007, FASB issued SFAS 159, ‘‘The Fair Value Option for Financial Assets and Financial Liabilities,’’ (‘‘SFAS 159’’), which amends the accounting for assets and liabilities in financial statements in accordance with SFAS No. 115, ‘‘Accounting for Certain Investments in Debt and Equity Securities’’. SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. This statement does not affect any existing accounting literature that requires certain assets and liabilities to be carried at fair value. SFAS 159 is effective for the first fiscal year beginning after November 15, 2007. The Company does not believe that it will have a material impact on its financial statements.

9

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BERNARD CHAUS, INC. AND SUBSIDIARIES

2.    Inventories — net

September 30,
2007


June 30,
2007


September 30,
2006(in thousands)(unaudited)





(unaudited)Raw materials



$
376




$
472




$
913Work-in-process




101





39





51Finished goods




8,390





8,365





10,339Total



$
8,867




$
8,876




$
11,303


Inventories are stated at the lower of cost, using the first in first-out (FIFO) method, or market. Included in finished goods inventories is merchandise in transit of approximately $1.9 million at September 30, 2007, $5.5 million at June 30, 2007 and $3.5 million at September 30, 2006.

3.    Financing Agreements

The Company has a financing agreement (the ‘‘Financing Agreement’’) with the CIT Group/Commercial Services, Inc. (‘‘CIT’’) which provides the Company with a $40 million revolving line of credit (the ‘‘Revolving Facility’’), a $25 million sublimit for letters of credit, and as of September 30, 2007 a $3.5 million term loan (the ‘‘Term Loan’’).

At the option of the Company, the Revolving Facility and the Term Loan each may bear interest either at the JP Morgan Chase Bank Rate (‘‘Prime Rate’’) or the London Interbank Offered Rate (‘‘LIBOR’’). If the Company chooses the Prime Rate, the interest (i) on the Revolving Facility accrues at a rate of1⁄2of 1% above the Prime Rate and (ii) on the Term Loan accrues at a rate of 1% above the Prime Rate. If the Company chooses LIBOR, the interest (i) on the Revolving Facility accrues at a rate of 23⁄4% above LIBOR and (ii) on the Term Loan accrues at a rate of 33⁄4% above LIBOR. The Company had elected the Prime Rate option from the inception of the Financing Agreement through September 30, 2007. Each of the foregoing interest rates is subject to an annual upward or downward adjustment by1⁄4of 1%, commencing with the month following delivery of the Company’s consolidated financial statements to CIT for fiscal 2007 and fiscal 2008 based upon the Company’s borrowing availability, fixed charge coverage ratio and leverage ratio as in effect at each such adjustment period. The interest rate as of September 30, 2007 on the Revolving Facility was 8.25% and on the Term Loan was 8.75%.

The Term loan is paid down in quarterly installments of $425,000 with a balloon payment of $1.8 million due on October 1, 2008. 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, intangibles, equipment, and trademarks, and a pledge of the Company’s interest in its subsidiaries.

The Financing Agreement contains numerous financial and operational covenants, including limitations on additional indebtedness, liens, dividends, stock repurchases and capital expenditures. In addition, the Company is required to maintain (i) specified levels of tangible net worth, (ii) minimum EBITDA (earnings before interest, taxes, depreciation and amortization), (iii) specified leverage ratios, and (iv) specified levels of minimum borrowing availability under the Revolving Facility. If the daily availability under the Financing Agreement equals or exceeds specified minimum levels, then the other financial covenants are not tested. If such daily minimum levels are not met, then the financial covenants are tested as of the end of the preceding fiscal quarter and subsequent fiscal quarter. The Company currently meets the minimum daily minimum availability test and would have been in compliance with the other financial covenants at September 30, 2007, had they been tested. In the event of the early termination by the Company of the Financing Agreement, the Company will be liable for termination fees of $150,000 if termination occurs prior to November 11, 2007. The Company may prepay at any time, in whole or in part, the Term Loan without penalty. The expiration of the Financing Agreement is October 1, 2008.

10

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BERNARD CHAUS, INC. AND SUBSIDIARIES

On August 31, 2007, the Company and CIT agreed to amend the Financing Agreement to modify the financial covenants to be consistent with the Company’s latest business plan for fiscal 2008.

On September 30, 2007, the Company had $2.2 million of outstanding letters of credit under the Revolving Facility, total availability of approximately $17.3 million under the amended Financing Agreement, a balance of $3.5 million on the Term Loan and $9.5 million in revolving credit borrowings. At September 30, 2006, the Company had $3.7 million of outstanding letters of credit under the Revolving Facility, total availability of approximately $20.2 million under the Financing Agreement, a balance of $5.2 million on the Term Loan and $6.0 million in revolving credit borrowings.

Factoring Agreement

One of the Company’s subsidiaries, CS Acquisition has a factoring agreement with CIT which provides for a factoring commission equal to6/10of 1% of the gross face amount of all accounts factored by CIT up to $10 million ratably declining to a commission between .55% and .45% of the gross amount of the factored receivables in excess of $10 million. Such agreement has an annual minimum factoring fee of $50,000. The Factoring Agreement automatically renews on the Anniversary Date (March 31). The Company may terminate the agreement by giving at least 60 days prior written notice prior to the Anniversary Date. CIT may terminate the agreement by giving at least 60 days prior written notice of termination. The Company is obligated to pay to CIT a collateral management fee of $5,000 a month.

4.    Pension Plan

Components of Net Periodic Benefit Cost







Pension PlanFor the Three Months EndedSeptember 30,
2007


September 30,
2006(Unaudited)(In Thousands)Service cost



$
6




$
6Interest cost




27





26Expected return on plan assets




(33
)




(29
)Amortization of net loss




6





7Net periodic benefit cost



$
6




$
10


Employer Contributions

For the three months ended September 30, 2007 the Company made no contribution to the pension plan. The Company anticipates $125,000 in additional contributions to fund its pension plan in fiscal 2008.

11

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BERNARD CHAUS, INC. AND SUBSIDIARIES

Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-looking Statements

Our disclosure and analysis in this Quarterly Report on Form 10-Q contains forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Such statements may include words such as ‘‘anticipate,’’ ‘‘estimate,’’ ‘‘expect,’’ ‘‘project,’’ ‘‘intend,’’ ‘‘plan,’’ ‘‘believe,’’ ‘‘hope’’ and other words and terms of similar meaning. In particular, these include, among others, statements relating to present or anticipated consumer demand, future revenues, capital expenditures, future financings and collaborations, personnel, manufacturing requirements and capabilities, the impact of new accounting pronouncements, and other statements regarding matters that are not historical facts or statements of current condition.

There are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including those addressed below in Part II, Item 1A. under ‘‘Risk Factors.’’

We undertake no obligation (and expressly disclaim any such obligation) to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You are advised, however, to consult any further disclosures we make on related subjects in our filings with the United States Securities and Exchange Commission (‘‘SEC’’), all of which are available in the SEC EDGAR database at www.sec.gov and from us.

Overview

The Company designs, arranges for the manufacture of and markets an extensive range of women’s career and casual sportswear principally under the JOSEPHINE CHAUS®COLLECTION, JOSEPHINE CHAUS®SPORT, CHAUS®, CYNTHIA STEFFE®, and CYNTHIA CYNTHIA STEFFE®trademarks and under private label brand names. The Company’s products are sold nationwide through department store chains, specialty retailers and other retail outlets. On June 13, 2005, the Company entered into a license agreement with Kenneth Cole Productions (LIC), Inc. (‘‘KCP’’) which was subsequently amended on September 26, 2007. The license agreement grants the Company an exclusive license to design, manufacture, sell and distribute women’s sportswear under the Licensor’s trademark ‘‘KENNETH COLE REACTION’’ in the United States in the women’s better sportswear and better petite sportswear department of approved department stores and approved specialty retailers. The Company began initial shipments of this line in December 2005. The initial term of the license expires on June 30, 2011 but may be extended under certain circumstances. Pursuant to the amendment, KCP has agreed not to sell women’s sportswear, or license any other party to sell women’s sportswear, in the United States in the women’s better sportswear and better petite sportswear department of approved department stores and approved specialty retailers bearing the mark KENNETH COLE NEW YORK under its cream label. While KCP retains the ability to sell products bearing the mark KENNETH COLE NEW YORK under its black label in the same channels, it is expected that products bearing the cream label and products bearing the black label will not typically be sold in the same stores. It is also the expectation of the parties that in the stores where the cream label and black label lines overlap, the black label products will be sold in different and more exclusive departments, and will have a distinctly higher price point, than the cream label products. The license agreement permits early termination by the Company or the Licensor under certain circumstances. The Company has the option to renew the license agreement for an additional term of three years if it meets specified sales targets and is in compliance with the agreement. The license agreement also requires the Company to achieve certain minimum sales levels, to pay specified royalties and advertising on net sales, to pay certain minimum royalties and advertising and to maintain a minimum net worth.

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BERNARD CHAUS, INC. AND SUBSIDIARIES

Results of Operations

The following table sets forth, for the periods indicated, certain items expressed as a percentage of net revenue.

For the Quarter EndedSeptember 30,
2007


September 30,
2006Net revenue




100.00
%


100.00%Gross profit




29.2
%


30.5%Selling, general and administrative expenses




29.3
%


26.4%Interest expense




0.8
%


0.7%Net income (loss)




(1.0
)%


3.1%


Net revenues for the quarter ended September 30, 2007 decreased by 10.0%, or $4.0 million, to $35.5 million from $39.5 million for the quarter ended September 30, 2006. Units sold decreased by approximately 8.6% and the overall price per unit decreased by approximately 1.6%. The Company’s revenues decreased due to a decrease in revenues in the Company’s private label product lines ($3.8 million), Cynthia Steffe product lines ($2.6 million) and the Company’s licensed product lines ($0.9 million), partially offset by an increase in the Company’s Chaus product lines ($3.3 million).

Gross profit for the quarter ended September 30, 2007 decreased $1.6 million to $10.4 million as compared to $12.0 million for the quarter ended September 30, 2006. As a percentage of net revenue, gross profit decreased to 29.2% for the quarter ended September 30, 2007 from 30.5% for the quarter ended September 30, 2006. The decrease in gross profit dollars was primarily due to the decrease in gross profit in the Company’s private label product lines ($1.8 million), and Cynthia Steffe product lines ($1.1 million), partially offset by an increase in gross profit in the Company’s Chaus product lines ($1.4 million). The decrease in gross profit percentage was attributable to a decrease in gross profit percentage in the Company’s private label product lines partially offset by an increase in gross profit percentage across all other product lines.

Selling, general and administrative (‘‘SG&A’’) expenses were the same for September 30, 2007 as compared September 30, 2006 ($10.4 million). As a percentage of net revenue SG&A was 29.3% for the quarter ended September 30, 2007 as compared to 26.4% for the quarter ended September 30, 2006. The increase in payroll and payroll related costs ($0.3 million), in addition to consulting fees and other miscellaneous costs ($0.2 million) were offset by a decrease in marketing related costs ($0.3 million) and distribution costs ($0.2 million).

Interest expense was approximately the same for the quarter ended September 30, 2007 as compared to the quarter ended September 30, 2006 primarily due to average bank borrowings and interest rates being approximately the same.

The Company’s income tax provision for the quarter ended September 30, 2007 includes provisions for state and local taxes, and a deferred provision for the temporary differences associated with the Company’s indefinite lived intangibles. The Company’s income tax provision for the quarter ended September 30, 2006 includes the aforementioned and also includes federal alternative minimum taxes (AMT) resulting from the use of the Company’s net operating loss (NOL) carryforward from prior years.

The Company periodically reviews its historical and projected taxable income and considers available information and evidence to determine if it is more likely than not that a portion of the deferred tax assets will be realized. A valuation allowance is established to reduce the deferred tax assets to the amount that is more likely than not to be realized. As of September 30, 2007, June 30, 2007 and September 30, 2006, based upon its evaluation of taxable income and the current business environment, the Company recorded a full valuation allowance on its deferred tax assets including NOL’s. If the Company determines that it is more likely than not that a portion of the deferred tax assets will be realized in the future, that portion of the valuation allowance will be reduced with a corresponding decrease in income tax expense. As such time that the valuation allowance is eliminated and the Company has operating income, the

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BERNARD CHAUS, INC. AND SUBSIDIARIES

Company will provide for income tax expense in its Statement of Operations at its estimated effective tax rate. See discussion below under Critical Accounting Policies and Estimates regarding income taxes and the Company’s federal net operating loss carryforward.

Financial Position, Liquidity and Capital Resources

General

Net cash used in operating activities was $12.3 million for the three months ended September 30, 2007 as compared to net cash used in operating activities of $2.9 million for the three months ended September 30, 2006. Cash used in operating activities for the three-month period of fiscal 2008 resulted primarily from an increase in accounts receivable and accounts receivable due from factor ($8.9 million), a decrease in accounts payable of ($2.0 million) and a decrease in accrued expenses and long term liabilities ($1.3 million). The increase in accounts receivable of $8.9 million was predominately due to the increase in sales during the quarter ended September 30, 2007 as compared to sales in the quarter ended June 30, 2007. The decrease in accounts payable of $2.0 million was due to the timing of payments for inventory. Cash used in operating activities for the three-month period of fiscal 2007 resulted primarily from net income ($1.2 million) and an increase in accrued expenses and other long term liabilities ($1.1 million) offset by an increase in accounts receivable and accounts receivable due from factor ($3.9 million), and an increase in inventory ($2.2 million).

Cash used in investing activities in the three months ended September 30, 2007 was $15,000 compared to $312,000 in the previous year. The purchases of fixed assets for three months ended September 30, 2007 consisted primarily of capital expenditures for management information system upgrades. In fiscal 2008, the Company anticipates capital expenditures of approximately $250,000 primarily for management information system upgrades. The unexpended portion of capital expenditures for the remainder of fiscal 2008 is approximately $235,000.

Net cash provided by financing activities of $9.0 million for the three months ended September 30, 2007 was primarily the result of net proceeds from short-term bank borrowings of $9.5 million, partially offset by principal payments on the term loan of $0.4 million. Net cash provided by financing activities of $3.2 million for the three months ended September 30, 2006 was primarily the result of net proceeds from short-term bank borrowings of $3.6 million, partially offset by principal payments on the term loan of $0.4 million.

Financing Agreement

The Company has a financing agreement (the ‘‘Financing Agreement’’) with the CIT Group/Commercial Services, Inc. (‘‘CIT’’) which provides the Company with a $40 million revolving line of credit (the ‘‘Revolving Facility’’), a $25 million sublimit for letters of credit, and as of September 30, 2007 a $3.5 million term loan (the ‘‘Term Loan’’).

At the option of the Company, the Revolving Facility and the Term Loan each may bear interest either at the JP Morgan Chase Bank Rate (‘‘Prime Rate’’) or the London Interbank Offered Rate (‘‘LIBOR’’). If the Company chooses the Prime Rate, the interest (i) on the Revolving Facility accrues at a rate of1⁄2of 1% above the Prime Rate and (ii) on the Term Loan accrues at a rate of 1% above the Prime Rate. If the Company chooses LIBOR, the interest (i) on the Revolving Facility accrues at a rate of 23⁄4% above LIBOR and (ii) on the Term Loan accrues at a rate of 33⁄4% above LIBOR. The Company had elected the Prime Rate option from the inception of the Financing Agreement through September 30, 2007. Each of the foregoing interest rates is subject to an annual upward or downward adjustment by1⁄4of 1%, commencing with the month following delivery of the Company’s consolidated financial statements to CIT for fiscal 2007 and fiscal 2008 based upon the Company’s borrowing availability, fixed charge coverage ratio and leverage ratio as in effect at each such adjustment period. The interest rate as of September 30, 2007 on the Revolving Facility was 8.25% and on the Term Loan was 8.75%.

The Term loan is paid down in quarterly installments of $425,000 with a balloon payment of $1.8 million due on October 1, 2008. The Company’s obligations under the Financing Agreement are

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BERNARD CHAUS, INC. AND SUBSIDIARIES

secured by a first priority lien on substantially all of the Company’s assets, including the Company’s accounts receivable, inventory, intangibles, equipment, and trademarks, and a pledge of the Company’s interest in its subsidiaries.

The Financing Agreement contains numerous financial and operational covenants, including limitations on additional indebtedness, liens, dividends, stock repurchases and capital expenditures. In addition, the Company is required to maintain (i) specified levels of tangible net worth, (ii) minimum EBITDA (earnings before interest, taxes, depreciation and amortization), (iii) specified leverage ratios, and (iv) specified levels of minimum borrowing availability under the Revolving Facility. If the daily availability under the Financing Agreement equals or exceeds specified minimum levels, then the other financial covenants are not tested. If such daily minimum levels are not met, then the financial covenants are tested as of the end of the preceding fiscal quarter and subsequent fiscal quarter. The Company currently meets the minimum daily minimum availability test and would have been in compliance with the other financial covenants at September 30, 2007, had they been tested. The Company’s ability to meet these requirements on an ongoing basis is dependent on its ability to achieve and maintain satisfactory operating results. In the event of the early termination by the Company of the Financing Agreement, the Company will be liable for termination fees of $150,000 if termination occurs prior to November 11, 2007. The Company may prepay at any time, in whole or in part, the Term Loan without penalty. The expiration of the Financing Agreement is October 1, 2008.

On August 31, 2007, the Company and CIT agreed to amend the Financing Agreement to modify the financial covenants to be consistent with the Company’s latest business plan for fiscal 2008.

On September 30, 2007, the Company had $2.2 million of outstanding letters of credit under the Revolving Facility, total availability of approximately $17.3 million under the amended Financing Agreement, a balance of $3.5 million on the Term Loan and $9.5 million in revolving credit borrowings. At September 30, 2006, the Company had $3.7 million of outstanding letters of credit under the Revolving Facility, total availability of approximately $20.2 million under the Financing Agreement, a balance of $5.2 million on the Term Loan and $6.0 million in revolving credit borrowings.

Factoring Agreement

One of the Company’s subsidiaries, CS Acquisition has a factoring agreement with CIT which provides for a factoring commission equal to6/10of 1% of the gross face amount of all accounts factored by CIT up to $10 million ratably declining to a commission between .55% and .45% of the gross amount of the factored receivables in excess of $10 million. Such agreement has an annual minimum factoring fee of $50,000. The Factoring Agreement automatically renews on the Anniversary Date (March 31). The Company may terminate the agreement by giving at least 60 days prior written notice prior to the Anniversary Date. CIT may terminate the agreement by giving at least 60 days prior written notice of termination. The Company is obligated to pay to CIT a collateral management fee of $5,000 a month.

Future Financing Requirements

At September 30, 2007, the Company had working capital of $14.4 million as compared with working capital of $16.7 million at September 30, 2006. The Company’s business plan requires the availability of sufficient cash flow and borrowing capacity to finance its product lines and to meet its cash needs for the support of the Kenneth Cole product lines. The Company expects to satisfy such requirements through cash on hand, cash flow from operations and borrowings under its financing agreements. The Company believes that it has adequate resources to meet its needs for the foreseeable future assuming that it meets its business plan and satisfies the covenants set forth in the Financing Agreement.

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.

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BERNARD CHAUS, INC. AND SUBSIDIARIES

Critical Accounting Policies and Estimates

The Company’s significant accounting policies are more fully described in Note 2 to the consolidated financial statements. Certain of the Company’s accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on historical experience, observation of trends in the industry, information provided by customers and information available from other outside sources, as appropriate. Significant accounting policies include:

Revenue Recognition – The Company recognizes sales upon shipment of products to customers since title and risk of loss passes upon shipment. Provisions for estimated uncollectible accounts, discounts and returns and allowances are provided when sales are recorded based upon historical experience and current trends. While such amounts have been within expectations and the provisions established, the Company cannot guarantee that it will continue to experience the same rates as in the past.

Accounts Receivable – Accounts Receivable are net of allowances and anticipated discounts. An allowance for doubtful accounts is determined through analysis of the aging of accounts receivable at the date of the financial statements, assessments of collectibility based on historical trends and an evaluation of the impact of economic conditions. This amount is not significant primarily due to the Company’s history of minimal bad debts. An allowance for discounts is based on those discounts relating to open invoices where trade discounts have been extended to customers. Costs associated with potential returns of products as well as allowable customer markdowns and operational charge backs, net of expected recoveries, are included as a reduction to net revenue and are part of the provision for allowances included in Accounts Receivable. These provisions result from seasonal negotiations as well as historic deduction trends, net expected recoveries and the evaluation of current market conditions. As of September 30, 2007, June 30, 2007 and September 30, 2006, Account Receivable was net of allowances of $2.9 million, $2.8 million, and $3.6 million, respectively.

Inventories – Inventories are stated at the lower of cost or market, cost being determined on the first-in, first-out method. The majority of the Company’s inventory purchases are shipped FOB shipping point from the Company’s suppliers. The Company takes title and assumes the risk of loss when the merchandise is received at the boat or airplane overseas. The Company records inventory at the point of such receipt at the boat or airplane overseas. Reserves for slow moving and aged merchandise are provided to adjust inventory costs based on historical experience and current product demand. Inventory reserves were $0.9 million at September 30, 2007, $0.8 million at June 30, 2007, and $1.6 million at September 30, 2006. Inventory reserves are based upon the level of excess and aged inventory and the Company’s estimated recoveries on the sale of the inventory. While markdowns have been within expectations and the provisions established, the Company cannot guarantee that it will continue to experience the same level of markdowns as in the past.

Valuation of Long-Lived Assets, Trademarks and Goodwill – The Company periodically reviews the carrying value of its long-lived assets for continued appropriateness. This review is based upon projections of anticipated future undiscounted cash flows. While the Company believes that its estimates of future cash flows are reasonable, different assumptions regarding such cash flows could materially affect evaluations. The Company evaluates goodwill and trademarks at least annually or whenever events and changes in circumstances suggest that the carrying amount may not be recoverable from its estimated future cash flows. To the extent these future projections or the Company’s strategies change, the conclusion regarding impairment may differ from the current estimates. As of September 30, 2007 and 2006, no impairment on long term assets have been recognized.

Income Taxes – The Company’s results of operations have generated a federal tax net operating loss (‘‘NOL’’) carryforward of approximately $98.3 million as of June 30, 2007. Generally accepted accounting principles require that the Company record a valuation allowance against the deferred tax asset associated with this NOL if it is ‘‘more likely than not’’ that the Company will not be able to utilize it to offset future taxable income. As of September 30, 2007, based upon its evaluation of the Company’s historical and projected results of operations, the current business environment and the magnitude of the NOL, the

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BERNARD CHAUS, INC. AND SUBSIDIARIES

Company recorded a full valuation allowance on its deferred tax assets including NOL’s. The provision for income taxes relates to provisions for state and local taxes and a deferred provision for temporary differences associated with the Company’s indefinite lived intangibles. It is possible, however, that the Company could be profitable in the future at levels which cause management to conclude that it is more likely than not that the Company will realize all or a portion of the NOL carryforward. Upon reaching such a conclusion, the Company would record the estimated net realizable value of the deferred tax asset at that time and would then provide for income taxes at a rate equal to its combined federal and state effective rates. Subsequent revisions to the estimated net realizable value of the deferred tax asset could cause the Company’s provision for income taxes to vary from period to period, although its cash tax payments would remain unaffected until the benefit of the NOL is utilized.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk – The Company is subject to market risk from exposure to changes in interest rates based primarily on its financing activities. The market risk inherent in the financial instruments represents the potential loss in earnings or cash flows arising from adverse changes in interest rates. These debt obligations with interest rates tied to the prime rate are described in ‘‘Liquidity and Capital Resources’’, as well as Note 3 of the Notes to the Condensed Consolidated Financial Statements. The Company manages these exposures through regular operating and financing activities. The Company has not entered into any derivative financial instruments for hedging or other purposes. The following quantitative disclosures are based on the prevailing prime rate. These quantitative disclosures do not represent the maximum possible loss or any expected loss that may occur, since actual results may differ from these estimates.

At September 30, 2007 and 2006, the carrying amounts of the Company’s revolving credit borrowings and term loan approximated fair value. As of September 30, 2007, the Company’s revolving credit borrowings bore interest at 8.25% and the term loan bore interest at 8.75%. As of September 30, 2007, a hypothetical immediate 10% adverse change in prime interest rates relating to the Company’s revolving credit borrowings and term loan would have approximately a $0.1 million unfavorable impact on its earnings and cash flows over a one-year period.

Item 4.    Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in the reports filed or submitted by it under the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including the Company’s Chairwoman and Chief Executive Officer and the Company’s Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Each fiscal quarter the Company carries out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chairwoman and Chief Executive Officer along with the Company’s Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon the foregoing, the Company’s Chairwoman and Chief Executive Officer along with the Company’s Chief Financial Officer, concluded that, as of September 30, 2007, the Company’s disclosure controls and procedures were effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s Exchange Act reports.

During the fiscal quarter ended September 30, 2007, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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BERNARD CHAUS, INC. AND SUBSIDIARIES

PART II — OTHER INFORMATION

Item 1.    Legal Proceedings

None.

Item 1A.    Risk Factors

There are many factors that affect our business and the results of our operations. In addition to the other information set forth in this quarterly report, you should carefully read and consider ‘‘Item 1A. Risk Factors’’ in Part I, and ‘‘Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations’’ in Part II, of our Annual Report on Form 10-K for the year ended June 30, 2007, which contain a description of significant factors that might cause the actual results of operations in future periods to differ materially from those currently expected or desired.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.    Defaults Upon Senior Securities

None.

Item 4.    Submission of Matters to a Vote of Security Holders

None.

Item 5.    Other Information

None.

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BERNARD CHAUS, INC. AND SUBSIDIARIES

Item 6.    Exhibits

*31
.1



Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Josephine Chaus.*31
.2



Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Barton Heminover.*32
.1



Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Josephine Chaus.*32
.2



Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Barton Heminover.


|
|
|
|

|* | Filed herewith
|- | --------------

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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 5, 2007


By:


/s/ Josephine ChausJOSEPHINE CHAUSChairwoman of the Board, and
Chief Executive OfficerDate:    November 5, 2007


By:


/s/ Barton HeminoverBARTON HEMINOVERChief Financial Officer


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INDEX TO EXHIBITS

Exhibit
Number


Exhibit Title31.1


Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Josephine Chaus.31.2


Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Barton Heminover.32.1


Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Josephine Chaus.32.2


Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Barton Heminover.


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