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, 2013

 

 

G-III APPAREL GROUP, LTD.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		0-18183		41-1590959
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

512 Seventh Avenue New York, New York		10018
(Address of principal executive offices)		(Zip Code)

Registrant’s 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):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 2.02

RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On June 3, 2013, G-III Apparel Group, Ltd. (the “Company”) announced its results of operations for the first fiscal quarter ended April 30, 2013. A copy of the press release issued by the Company relating thereto is furnished herewith as Exhibit 99.1.

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Item 9.01

Financial Statements and Exhibits.

 

(a)

Financial Statements of Businesses Acquired.

None.

 

(b)

Pro Forma Financial Information.

None.

 

(c)

Shell Company Transactions

None.

 

(d)

Exhibits.

 

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.

 

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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.

 

				G-III APPAREL GROUP, LTD.
Date: June 3, 2013
				By:		/s/ Neal S. Nackman
				Name:		Neal S. Nackman
				Title:		Chief Financial Officer

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press release of G-III Apparel Group, Ltd. issued on June 3, 2013 relating to its first quarter fiscal 2014 results.

Exhibit 99.1

G-III APPAREL GROUP, LTD.

 

		For:		G-III Apparel Group, Ltd.   Contact: Investor Relations James Palczynski (203) 682-8229   Neal S. Nackman, Chief Financial Officer G-III Apparel Group, Ltd. (212) 403-0500

G-III APPAREL GROUP, LTD. ANNOUNCES FIRST QUARTER

FISCAL 2014 RESULTS

— Net Sales Increase 19% to $272.6 Million —

— Results Exceed Guidance with First Quarter Net Income Per Diluted Share of $0.05 —

— Full Year Guidance for Net Income Per Diluted Share Increased to Between $3.20 and $3.30 —

New York, New York — June 3, 2013 — G-III Apparel Group, Ltd. (NasdaqGS: GIII) today announced operating results for the first quarter of fiscal 2014.

For the quarter ended April 30, 2013, G-III reported that net sales increased by 19% to $272.6 million from $229.4 million in the year-ago period. The Company’s net income for the first quarter was $1.1 million, or $0.05 per diluted share, compared to a net loss of $847,000, or $0.04 per share, in the prior year’s comparable period.

Morris Goldfarb, G-III’s Chairman and Chief Executive Officer, said, “Our increase in first quarter revenue was driven by a variety of businesses and by the inclusion of sales from Vilebrequin which was acquired in August 2012. We saw a strong performance across a broad range of categories, particularly with respect to a number of our Calvin Klein products, and from our growing retail operations which produced double-digit comparable store sales increases in the quarter.”

Mr. Goldfarb concluded, “Current booking activity and sell-through rates, as well as positive feedback from our retail customers on our upcoming merchandise programs, give us increased confidence in our full year outlook. As the year progresses, we expect to continue to increase penetration with respect to several of our important categories, including women’s sportswear, dresses, suits and handbags. We also are looking forward to some important brand expansions, including the launches of our Ivanka Trump collection, Calvin Klein men’s and women’s swimwear and a new line of women’s status swimwear under our Vilebrequin brand. Our strategic and diversified approach to growth encompasses multiple brands, both genders and several tiers of retail distribution.”

 

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Outlook

The Company today revised its prior guidance for the full fiscal 2014 year ending January 31, 2014. The Company is now forecasting net sales of approximately $1.57 billion and net income between $66.3 million and $68.4 million, or a range between $3.20 and $3.30 per diluted share, compared to its previous guidance of net sales of approximately $1.55 billion and net income between $64.3 million and $66.4 million, or a range between $3.10 and $3.20 per diluted share. For the fiscal year ended January 31, 2013, net sales were $1.40 billion and net income was $56.9 million, or $2.80 per diluted share. Net income per diluted share for fiscal 2013 included the effect of expenses and integration costs, net of taxes, associated with the Vilebrequin acquisition equal to $0.12 per share.

The Company is now projecting adjusted EBITDA for fiscal 2014 to increase between 14% and 17%, to between approximately $129.5 million and $132.8 million as compared to its previous guidance of between $126.5 million and $129.5 million.

EBITDA should be evaluated in light of the Company’s financial results prepared in accordance with U.S. GAAP. A reconciliation of GAAP net income to adjusted EBITDA is included in a table accompanying the condensed financial statements in this release.

For its second fiscal quarter ending July 31, 2013, the Company is forecasting net sales of approximately $287.0 million compared to $251.5 million in the comparable quarter last year. The Company is also forecasting net income for the second fiscal quarter between $1.1 million and $2.1 million, or between $0.06 and $0.10 per diluted share, compared to net income of $1.4 million, or $0.07 per diluted share, in last year’s second quarter. Net income per diluted share for last year’s second fiscal quarter included the effect of expenses, net of taxes, associated with the Vilebrequin acquisition equal to $0.06 per share.

About G-III Apparel Group, Ltd.

G-III is a leading manufacturer and distributor of outerwear, dresses, sportswear, swimwear, women’s suits and women’s performance wear, as well as luggage and women’s handbags, small leather goods and cold weather accessories, under licensed brands, our own brands and private label brands. G-III sells swimwear, resort wear and related accessories under our own Vilebrequin brand. G-III also sells outerwear, dresses, performance wear and handbags under our own Andrew Marc and Marc New York brands and has licensed these brands to select third parties in certain product categories. G-III has fashion licenses under the Calvin Klein, Kenneth

 

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Cole, Cole Haan, Guess?, Tommy Hilfiger, Jones New York, Jessica Simpson, Sean John, Vince Camuto, Ivanka Trump, Nine West, Ellen Tracy, Kensie, Mac & Jac, Levi’s and Dockers brands. Through our team sports business, we have 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. Our other owned brands include G-III Sports by Carl Banks, Eliza J, Black Rivet, Jessica Howard and Winlit. G-III also operates retail stores under the Wilsons Leather, Vilebrequin, Calvin Klein Performance and Andrew Marc names.

Statements concerning G-III’s 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 environment, 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-III’s 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)

 

		First Quarter Ended April 30,
		(Unaudited)
		2013				2012
Net sales		$	272,615			$	229,449
Cost of sales			180,223				160,759
Gross profit			92,392				68,690
Selling, general and administrative expenses			85,828				66,614
Depreciation and amortization			3,121				2,053
Operating profit			3,443				23
Equity loss in joint venture			—				286
Interest and financing charges, net			1,777				1,104
Income (loss) before taxes			1,666				(1,367	)
Income tax expense (benefit)			633				(520	)
Net income (loss)			1,033				(847	)
Add: Loss attributable to noncontrolling interest			85				—
Income (loss) attributable to G-III		$	1,118			$	(847	)
Net income (loss) per common share:
Basic		$	0.06			$	(0.04	)
Diluted		$	0.05			$	(0.04	)
Weighted average shares outstanding:
Basic			20,161				19,860
Diluted			20,402				19,860
		At April 30,
		2013				2012
Selected Balance Sheet Data (in thousands):
Cash		$	20,620			$	38,336
Working Capital			276,214				291,481
Inventory			242,072				208,755
Total Assets			664,225				532,273
Short-term Revolving Debt			76,088				83,073
Long-term Notes Payable			19,231				—
Total Stockholders’ Equity			432,100				360,472

 

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G-III APPAREL GROUP, LTD. AND SUBSIDIARIES

RECONCILIATION OF FORECASTED AND ACTUAL NET INCOME TO

FORECASTED AND ACTUAL ADJUSTED EBITDA

(In thousands)

(Unaudited)

 

		Forecasted Twelve Months Ending January 31, 2014		Actual Twelve Months Ended January 31, 2013
Net income		$ 66,300 - $ 68,400		$	56,875
Expenses associated with Vilebrequin acquisition		—			3,970
Depreciation and amortization		13,500			9,907
Interest and financing charges, net		9,000			7,764
Income tax expense		40,700 - 41,900			35,436
Adjusted EBITDA, as defined		$129,500 - $132,800		$	113,952

Adjusted EBITDA is a “non-GAAP financial measure” which represents earnings before depreciation and amortization, interest and financing charges, net, and income tax expense and excludes expenses and integration costs related to the acquisition of Vilebrequin. The non-GAAP information in the table above reflects an adjustment for expenses and integration costs associated with the Vilebrequin acquisition that were incurred through January 31, 2013. Adjusted EBITDA is being presented as a supplemental disclosure because management believes that it is a common measure of operating performance in the apparel industry. Adjusted EBITDA should not be construed as an alternative to net income as an indicator of the Company’s operating performance, or as an alternative to cash flows from operating activities as a measure of the Company’s liquidity, as determined in accordance with generally accepted accounting principles.

 

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