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): September 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
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10018 |
| (Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number,
including area code: (212) 403-0500
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Not
Applicable
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| (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:
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))
1
Item 2.02
RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On
September 3, 2009, G-III Apparel Group, Ltd. (the “Company”)
announced its results of operations for the second fiscal quarter ended
July 31, 2009. A copy of the press release issued by the Company relating
thereto is furnished herewith as Exhibit 99.1.
2
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.
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99.1
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Press release of G-III Apparel Group, Ltd.
issued on September 3, 2009 relating to its second 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-
3
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: September 3, 2009 |
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By: |
/s/ Neal S. Nackman |
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Name: Neal S. Nackman
Title: Chief Financial Officer |
4
EXHIBIT INDEX
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Exhibit No.
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Description |
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99.1
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Press release of G-III Apparel Group, Ltd.
issued on September 3, 2009 relating to its second quarter fiscal 2010
results. |
5
Exhibit 99.1
Exhibit 99.1
G-III APPAREL GROUP, LTD.
For: G-III Apparel Group, Ltd.
Contact: Investor Relations
James Palczynski
(203) 682-8229
Wayne S. Miller, Chief Operating Officer
G-III Apparel Group, Ltd.
(212) 403-0500
G-III APPAREL GROUP, LTD. ANNOUNCES SECOND QUARTER FISCAL YEAR 2010 RESULTS
— Net Sales Increase 19.8 % to $135.9 Million—
— Net Loss Narrows to $(0.17) Per Share vs. Year-Ago Loss of $(0.23) Per Share —
New York, New York — September 3, 2009 — G-III Apparel Group, Ltd. (NasdaqGSM: GIII) today
announced operating results for the period ended July 31, 2009.
For the three months ended July 31, 2009, net sales increased by 19.8% to $135.9 million from
$113.5 million in last year’s comparable quarter. The Company reported a net loss of $2.8 million,
or $0.17 per share, for the three months ended July 31, 2009, compared to a net loss of $3.9
million, or $0.23 per share, in the same period last year. The Company noted that this improved
bottom-line performance occurred notwithstanding the seasonal losses associated with the Company’s
Wilsons retail outlet business, which were only included for three weeks in the year-ago results.
Morris Goldfarb, Chairman and Chief Executive Officer, said, “We are pleased with the
performance of our business during the quarter. We saw strong results from our dress and
sportswear businesses. At the same time, we built our order book to expected levels and are
positioned well for the upcoming fall season in outerwear, dresses, sportswear and suits.”
Mr. Goldfarb continued, “Our inventory is in good shape and we expect a good second half
performance in our wholesale business. Our licensed business, our company-owned brands, and our
private label programs are performing to expectations and we believe that our second half will once
again demonstrate that we can produce good results even in a challenging environment. We also
believe that we have made appropriate changes to the merchandise mix at our Wilsons outlet stores
in order to increase our sales and productivity during the important holiday retail season. We believe
Wilsons has an opportunity to see considerably improved performance compared to last year.”
1
Mr. Goldfarb concluded, “We have continued to make strides toward our long-term goal of
building G-III into an all season diversified apparel company. Even while we have streamlined our
infrastructure, we have at the same time continued to invest in our sportswear, dress and suit
businesses to support the growth we are experiencing and believe will continue. We are pleased to
remain in a position to drive excellent value to consumers across all tiers of distribution and to
deliver value to our shareholders.”
Outlook
For the full fiscal year ending January 31, 2010, the Company expects net sales of
approximately $770 million, net income in the range of $16.6 million to $18.4 million, and diluted
net income per share between $0.95 and $1.05. The Company is also forecasting EBITDA for the
fiscal year ending January 31, 2010 to increase approximately 10% to 18% to a range of
approximately $40.2 to $43.2 million. EBITDA should be evaluated in light of the Company’s
financial results prepared in accordance with GAAP. A reconciliation of EBITDA to net income is
included in a table accompanying the financial statements in this release.
About G-III Apparel Group, Ltd.
G-III is a leading manufacturer and distributor of outerwear, dresses, sportswear and women’s
suits 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, Enyce, Levi’s 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 women’s footwear, men’s accessories, women’s handbags and men’s 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 118 are outlet stores operated
under the Wilsons Leather name.
2
Safe Harbor Language
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 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-III’s filings with the Securities and Exchange Commission. G-III assumes no
obligation to update the information in this release.
3
G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
(NASDAQGSM:GIII)
CONSOLIDATED STATEMENTS OF OPERATIONS AND
SELECTED BALANCE SHEET DATA
(in thousands, except per share amounts)
(Unaudited)
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Three Months Ended |
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Six Months Ended |
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July 31, |
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July 31, |
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2009 |
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2008 |
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2009 |
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2008 |
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Net sales |
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$ |
135,926 |
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$ |
113,462 |
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$ |
243,489 |
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$ |
188,859 |
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Cost of sales |
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95,111 |
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84,581 |
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171,459 |
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142,440 |
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Gross profit |
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40,815 |
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28,881 |
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72,030 |
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46,419 |
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Selling, general and administrative
expenses |
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43,195 |
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32,523 |
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84,078 |
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59,688 |
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Depreciation and amortization |
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1,384 |
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1,774 |
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2,788 |
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3,355 |
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Operating loss |
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(3,764 |
) |
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(5,416 |
) |
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(14,836 |
) |
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(16,624 |
) |
Interest and financing charges, net |
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1,022 |
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1,099 |
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1,707 |
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1,665 |
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Loss before income taxes |
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(4,786 |
) |
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(6,515 |
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(16,543 |
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(18,289 |
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Income tax benefit |
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(2,010 |
) |
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(2,663 |
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(6,948 |
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(7,549 |
) |
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Net loss |
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$ |
(2,776 |
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$ |
(3,852 |
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$ |
(9,595 |
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$ |
(10,740 |
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Net loss per common share: |
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Basic and Diluted |
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$ |
(0.17 |
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$ |
(0.23 |
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$ |
(0.57 |
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$ |
(0.65 |
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Weighted average shares outstanding: |
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Basic and Diluted |
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16,726 |
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16,512 |
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16,711 |
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16,497 |
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At July 31, |
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At July 31, |
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| Balance Sheet Data (in thousands): |
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2009 |
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2008 |
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Working Capital |
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$ |
92,699 |
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$ |
77,855 |
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Cash |
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5,682 |
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2,982 |
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Inventory |
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172,439 |
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156,044 |
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Total Assets |
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373,099 |
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375,832 |
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Outstanding Borrowings |
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111,336 |
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118,326 |
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Total Shareholders’ Equity |
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$ |
153,895 |
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$ |
163,884 |
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4
G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
RECONCILIATION OF EBITDA TO ACTUAL AND FORECASTED NET INCOME/(LOSS)
(in thousands)
(Unaudited)
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Forecasted |
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Actual |
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Twelve Months Ending |
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Twelve Months Ended |
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January 31, 2010 |
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January 31, 2009 |
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EBITDA, as defined |
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$ |
40,200 - $43,200 |
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$ |
36,593 |
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Goodwill impairment |
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— |
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31,202 |
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Trademark impairment |
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— |
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2,321 |
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Depreciation and amortization |
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5,400 |
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6,947 |
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Interest and financing charges, net |
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5,300 |
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5,564 |
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Income tax expense |
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12,860 - 14,140 |
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4,588 |
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Net income/(loss) |
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$ |
16,640 - $18,360 |
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$ |
(14,029 |
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EBITDA is a “non-GAAP financial measure” which represents earnings before depreciation and
amortization, interest and financing charges, net, and income tax expense. EBITDA is being
presented as a supplemental disclosure because management believes that it is a common measure of
operating performance in the apparel industry. 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.
5
