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 5, 2008

G-III APPAREL GROUP, LTD.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

0-18183 (Commission File Number)		41-1590959 (IRS Employer Identification No.)
512 Seventh Avenue New York, New York (Address of principal executive offices)		10018 (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):

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))

 

 

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On June 5, 2008, G-III Apparel Group, Ltd. (the “Company”) announced its results of operations for the first fiscal quarter ended April 30, 2008. A copy of the press release issued by the Company relating thereto is furnished herewith as Exhibit 99.1.

 

 

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None.

None.

None.

 

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.

 

 

 

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EXHIBIT INDEX

 

 

 

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Exhibit 99.1

G-III APPAREL GROUP, LTD.

 

G-III APPAREL GROUP, LTD. ANNOUNCES FIRST QUARTER

FISCAL 2009 RESULTS

— Net Sales Increase $40.3 million to $75.4 million —

— First Quarter Net Loss Per Share is Better than Forecasted and Flat to Year-Ago Level at $0.42 —

— Company Initiates Full Year Guidance for Net Sales of $650 to $660 million

and Net Income per Diluted Share of $1.25 to $1.30 —

New York, New York – June 5, 2008 — G-III Apparel Group, Ltd. (NasdaqGSM: GIII) today announced operating results for the first quarter of fiscal 2009. For the quarter ended April 30, 2008, G-III reported net sales increased to $75.4 million from $35.1 million in the prior comparable period. The Company’s net loss of $0.42 per share for the quarter was the same as in the prior comparable period. The Company traditionally experiences losses in the first quarter of its fiscal year due to the seasonality of its outerwear business. The Company’s net sales were higher than forecasted and net loss per share lower than forecasted primarily due to strong sales of dresses.

Morris Goldfarb, G-III’s Chairman and Chief Executive Officer, said, “We are very pleased with the stronger than expected start for the year. We saw a continuation of the trend toward women’s dresses, which we successfully leveraged. We were able to offset the additional seasonal losses resulting from our recent acquisition of the Andrew Marc business with the strong performance of our dress business. The integration of Andrew Marc is proceeding well and we remain excited about its potential in the marketplace.”

Mr. Goldfarb continued, “We are accomplishing our objectives despite a very challenging environment. We are comfortable with the pace of our bookings for the fall season and will focus on delivering high quality product under a wide range of compelling brands.”

Mr. Goldfarb concluded, “We continue to believe that we have an excellent opportunity to grow and, by leveraging the Andrew Marc brand, to enter new categories, including through licensing partnerships. In order to support this opportunity and to raise the profile of the Andrew Marc brand, we believe the timing is appropriate to increase the marketing presence, led by a print media campaign, of the Andrew Marc brand for the upcoming fall season.”

 

 

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Outlook

The Company today initiated guidance for both the second quarter of fiscal 2009 and for the full 2009 fiscal year. It is forecasting net sales of approximately $100 million for its second fiscal quarter ending July 31, 2008, compared to $83.9 million in prior year’s second fiscal quarter. The Company is also forecasting a net loss of approximately $3.6 million or $0.22 per share, compared to a net loss of $884,000, or $0.05 per share, in last year’s second quarter. The increased loss expected during the quarter is due to the seasonal losses incurred from the Andrew Marc acquisition this year.

The Company is forecasting net sales in the range of $650 million to $660 million and net income in the range of $21.8 million to $22.7 million, or $1.25 to $1.30 per diluted share for the fiscal year ending January 31, 2009, compared to net sales of $518.9 million and net income of $1.05 per diluted share for the fiscal year ended January 31, 2008. The Company is also forecasting EBITDA for the fiscal year ending January 31, 2009 to increase approximately 32% to 36% to a range of approximately $50.0 to $51.5 million, up from $37.8 million in fiscal year ended January 31, 2008. 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 Apparel Group, Ltd. is a leading manufacturer and distributor of outerwear and sportswear under licensed brands, private labels and our own brands. The Company has fashion licenses, among others, under the Calvin Klein, Kenneth Cole, Sean John, Cole Haan, Guess?, Jones New York, Nine West, Ellen Tracy, House of Dereon, IZOD, Tommy Hilfiger, 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 works with leading retailers in developing product lines to be sold under its own proprietary private labels. Company-owned brands include, among others, Andrew Marc, Marc New York, Marvin Richards, G-III, Jessica Howard, Eliza J., Industrial Cotton, Black Rivet, Siena Studio, Colebrook, G-III by Carl Banks, Winlit, NY 10018 and La Nouvelle Renaissance.

 

 

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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, the nature of the apparel industry, including changing customer demand and tastes, customer concentration, seasonality, 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

(NASDAQGSM: GIII)

CONSOLIDATED STATEMENTS OF OPERATIONS AND

SELECTED BALANCE SHEET DATA

(in thousands, except share and per share amounts)

(Unaudited)

 

 

 

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G-III APPAREL GROUP, LTD. AND SUBSIDIARIES

RECONCILIATION OF EBITDA TO ACTUAL AND FORECASTED NET INCOME

(in thousands)

(Unaudited)

 

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.

 

 

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