FORM 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 3, 2009
G-III APPAREL GROUP, LTD.
(Exact name of registrant as specified in its charter)
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Delaware
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0-18183
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41-1590959 |
(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
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512 Seventh Avenue
New York, New York
(Address of principal executive offices)
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10018
(Zip Code) |
Registrants telephone number, including area code: (212) 403-0500
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2 below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On June 3, 2009, G-III Apparel Group, Ltd. (the Company) announced its results of operations
for the first fiscal quarter ended April 30, 2009. A copy of the press release issued by the
Company relating thereto is furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
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(a) |
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Financial Statements of Businesses Acquired. |
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None. |
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(b) |
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Pro Forma Financial Information. |
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None. |
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(c) |
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Shell Company Transactions |
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None. |
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(d) |
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Exhibits. |
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99.1 |
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Press release of G-III Apparel Group, Ltd. issued on June 3, 2009
relating to its first quarter fiscal 2010 results. |
Limitation on Incorporation by Reference
In accordance with General Instruction B.2 of Form 8-K, the information reported under Item
2.02 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act
of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth
by specific reference in such a filing.
-2-
SIGNATURE
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 hereunto duly authorized.
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G-III APPAREL GROUP, LTD.
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Date: June 3, 2009
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By: |
/s/ Neal S. Nackman
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Name: |
Neal S. Nackman |
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Title: |
Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit |
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No. |
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Description |
99.1
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Press release of G-III Apparel Group, Ltd. issued on June 3,
2009 relating to its first quarter fiscal 2010 results. |
EX-99.1
Exhibit 99.1
G-III APPAREL GROUP, LTD.
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For: |
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G-III Apparel Group, Ltd. |
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Contact: Investor Relations
James Palczynski
(203) 682-8229 |
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G-III Apparel Group, Ltd.
Wayne S. Miller, Chief Operating Officer
(212) 403-0500 |
G-III APPAREL GROUP, LTD. ANNOUNCES FIRST QUARTER
FISCAL 2010 RESULTS
Reports Lower Than Expected Seasonal Loss Per Share of $0.41
Dress and sportswear initiatives exceed expectations
New York, New York June 3, 2009 G-III Apparel Group, Ltd. (NasdaqGS: GIII) today
announced operating results for the first quarter of fiscal 2010. For the quarter ended April 30,
2009, G-III reported that net sales increased by 53.8% to $115.9 million from $75.4 million in the
year-ago period. The Companys net loss for the quarter was $0.41 per share compared to a net loss
per share of $0.42 in the prior comparable period. The Company noted that improved operating
profitability in its dress and womens sportswear businesses was offset by the seasonal losses
associated with the Companys Wilsons retail outlet business, which are not included in the
year-ago results.
Morris Goldfarb, G-IIIs Chairman and Chief Executive Officer, said, We are pleased with the
better than expected start for the year, particularly given the challenging market environment. We
remain excited about the performance of our dress and sportswear businesses, with each continuing
to demonstrate strong sell-throughs in their respective departments.
Mr. Goldfarb continued, We have cut costs, controlled our inventory and positioned our
business to perform well. This is particularly true in our Wilsons business, where we are working
hard to create a more efficient and effective merchandising capability. While our expectations for
the current year with respect to Wilsons are modest, we believe we are on a path to demonstrate
significant value in this business. We have also continued to position and leverage our Andrew Marc
branded business and are pleased to have added new licenses for mens cold weather accessories and
womens handbags to our existing licenses for womens shoes and mens accessories.
1
Mr. Goldfarb concluded, Given the increased value offered in our merchandise mix, the
appropriateness of our inventory level and the strength of our branded portfolio, our expectations
are good for both sales and margin for the remainder of the year.
Outlook
The Company is forecasting net sales of approximately $135 million for its second fiscal
quarter ending July 31, 2009, compared to $113.5 million in the prior years second fiscal quarter.
The Company is also forecasting a net loss of $4.8 million to $5.4 million, or between $0.28 and
$0.32 per share, compared to a net loss of $3.9 million, or $0.23 per share, in last years second
quarter. The increased net loss expected during the quarter is due primarily to the incremental
loss realized as a result of the seasonal nature of the Wilsons retail outlet business, which was
owned by the Company for only three weeks in the second quarter last year, and a continued shift in
outerwear sales to more closely match the retail selling season.
About G-III Apparel Group, Ltd.
G-III is a leading manufacturer and distributor of outerwear and sportswear under licensed
brands, our own brands and private label brands. G-III has fashion licenses under the Calvin Klein,
Sean John, Kenneth Cole, Cole Haan, Guess?, Jones New York, Jessica Simpson, Nine West, Ellen
Tracy, Tommy Hilfiger, Levis and Dockers brands and sports licenses with the National Football
League, National Basketball Association, Major League Baseball, National Hockey League, Touch by
Alyssa Milano and more than 100 U.S. colleges and universities. G-III sells outerwear and
handbags under our own Andrew Marc and Marc New York brands and has licensed these brands for
womens footwear, mens accessories, womens handbags and mens cold weather accessories. Our
other owned brands include Marvin Richards, G-III, Jessica Howard, Eliza J., Black Rivet, Siena
Studio, Tannery West, G-III by Carl Banks and Winlit. G-III works with a diversified group of
retailers in developing product lines to be sold under their proprietary private labels. G-III also
operates 121 retail stores, of which 119 are outlet stores operated under the Wilsons Leather name.
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Safe Harbor Language
Statements concerning G-IIIs business outlook or future economic performance, anticipated
revenues, expenses or other financial items; product introductions and plans and objectives related
thereto; and statements concerning assumptions made or expectations as to any future events,
conditions, performance or other matters are forward-looking statements as that term is defined
under the Federal Securities laws. Forward-looking statements are subject to risks, uncertainties
and factors which include, but are not limited to, reliance on licensed product, reliance on
foreign manufacturers, risks of doing business abroad, the current economic and credit crisis, the
nature of the apparel industry, including changing customer demand and tastes, customer
concentration, seasonality, risks of operating a retail business, customer acceptance of new
products, the impact of competitive products and pricing, dependence on existing management,
possible disruption from acquisitions and general economic conditions, as well as other risks
detailed in G-IIIs filings with the Securities and Exchange Commission. G-III assumes no
obligation to update the information in this release.
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G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
(NASDAQGS: GIII)
CONSOLIDATED STATEMENTS OF OPERATIONS AND
SELECTED BALANCE SHEET DATA
(In thousands, except per share amounts)
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First Quarter Ended April 30, |
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(Unaudited) |
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2009 |
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2008 |
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Net sales |
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$ |
115,933 |
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$ |
75,396 |
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Cost of sales |
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84,718 |
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57,859 |
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Gross profit |
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31,215 |
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17,537 |
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Selling, general and administrative expenses |
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40,883 |
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27,165 |
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Depreciation and amortization |
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1,404 |
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1,580 |
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Operating loss |
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(11,072 |
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(11,208 |
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Interest and financing charges, net |
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685 |
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566 |
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Loss before income taxes |
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(11,757 |
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(11,774 |
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Income tax benefit |
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(4,938 |
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(4,886 |
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Net loss |
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$ |
(6,819 |
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$ |
(6,888 |
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Net loss per common share: |
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Basic and Diluted |
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$ |
(0.41 |
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$ |
(0.42 |
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Weighted average shares outstanding (Basic
and Diluted) |
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16,696 |
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16,482 |
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At April 30, |
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Balance Sheet Data (in thousands): |
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2009 |
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2008 |
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Cash |
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$ |
2,262 |
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$ |
2,566 |
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Working Capital |
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93,481 |
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83,147 |
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Inventory |
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89,354 |
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57,642 |
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Total Assets |
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244,568 |
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236,583 |
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Short-term Revolving Debt |
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31,080 |
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26,177 |
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Total Stockholders Equity |
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$ |
155,825 |
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$ |
167,434 |
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