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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 8, 2005 G-III Apparel Group, Ltd. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 0-18183 41-1590959 (Commission File Number) (IRS Employer Identification No.) 512 Seventh Avenue New York, NY 10018 (Address of Principal Executive Offices) Registrant's telephone number, including area code: (212) 403-0500 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)) ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION On June 8, 2005, the Company announced its results of operations for the first fiscal quarter ended April 30, 2005. 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. (a) Financial Statements of Businesses Acquired. None. (b) Pro Forma Financial Information. None. (c) Exhibits 99.1. Press Release of G-III Apparel Group, Ltd. (the "Company") issued on June 8, 2005 relating to its first quarter fiscal 2006 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. 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 hereunto duly authorized. G-III Apparel Group, Ltd. By: /s/ Wayne Miller Wayne S. Miller Chief Financial Officer Dated: June 8, 2005
For: G-III Apparel Group, Ltd. Contact: Investor Relations James Palczynski (203) 222-9013 G-III Apparel Group, Ltd. Wayne S. Miller, Chief Operating Officer (212) 403-0500 G-III APPAREL GROUP, LTD. REPORTS FIRST QUARTER FISCAL 2006 RESULTS New York, New York - June 8, 2005 -- G-III Apparel Group, Ltd. (Nasdaq: GIII) today announced operating results for first quarter of fiscal 2006. For the three-month period ended April 30, 2005, G-III reported net sales of $13.8 million and a net loss of $4.7 million, or $0.64 per share, compared to net sales of $16.5 million and a net loss of $4.8 million, or $0.68 per share, during the comparable period last year. Morris Goldfarb, G-III's Chief Executive Officer, said, "Our seasonal loss was in line with our expectations and we believe we are well-positioned for a successful fall retailing season. While it remains somewhat premature to quantify our expectations for the second half of the year, I am pleased to note that our order book increase exceeds 15% compared to this same time last year. Further, the strength within our order book is broad-based and cuts across several of our tiers of distribution." Mr. Goldfarb continued, "We are especially pleased to continue to make in-roads with several key mid-tier and moderate retailers with both private label and licensed programs. Further, our newer programs are developing well. In addition to the expansion in our business with Kenneth Cole as a result of acquiring the men's license, we are seeing good performance from Izod, Cece Cord, and the Black Rivet men's business." Mr. Goldfarb concluded, "We believe that as the retail industry continues to consolidate, our capabilities and broad portfolio of brands has given us a strong position in the outerwear category. We remain committed to leveraging this position by acquiring new licenses and brands, as well as developing our company-owned brands. We believe we are in an excellent position to provide significant value to our shareholders as we move forward." For the second quarter ending July 31, 2005, the Company is forecasting net sales of approximately $ 50.0 million and a net loss per share between $.05 and $.08. In last year's second quarter, net sales were $44.0 million and net loss per share was $0.23, which includes a non-cash charge of $882,000, equal to $0.12 per share, associated with the sale of our joint venture interest in a factory located in China. ABOUT G-III APPAREL GROUP, LTD. G-III Apparel Group, Ltd. is a leading manufacturer and distributor of outerwear and sportswear under licensed labels, our own labels and private labels. The Company has fashion licenses with Kenneth Cole, Nine West, Cole Haan, Jones Apparel, Sean John, Cece Cord, Izod, House of Dereon, Donald Trump, Bill Blass and James Dean and sports licenses with the National Football League, National Basketball Association, Major League Baseball, National Hockey League, Louisville Slugger, NASCAR, World Poker Tour and more than 60 universities nationwide. Company-owned labels include, among others, Black Rivet, Colebrook and Siena Studio. Statements concerning the Company'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 that 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, seasonality, customer acceptance of new products, the impact of competitive products and pricing, dependence on existing management, general economic conditions, as well as other risks detailed in the Company's filings with the Securities and Exchange Commission. The Company assumes no obligation to update the information in this release. G-III APPAREL GROUP, LTD. AND SUBSIDIARIES (NASDAQ:GIII) CONSOLIDATED STATEMENTS OF OPERATIONS AND SELECTED BALANCE SHEET DATA (in thousands, except share and per share amounts) (Unaudited) <TABLE> First Quarter Ended April 30, ----------------------------- (Unaudited) 2005 2004 * ---------- ---------- Net sales $13,767 $16,498 Cost of sales 12,852 14,759 ------ ------ Gross profit 915 1,739 Selling, general and administrative expenses 9,103 10,134 ----- ------ Operating loss (8,188) (8,395) Interest and financing charges, net 3 73 ----- ----- Loss before income taxes (8,191) (8,468) Income tax benefit (3,522) (3,641) ----- ----- Net loss $(4,669) $(4,827) ======= ======= Net loss per common share: Basic and Diluted $(0.64) $(0.68) ====== ====== Weighted average number of common shares outstanding 7,285,000 7,119,000 BALANCE SHEET DATA: Working Capital $55,627 $53,182 Cash 22,685 15,731 Inventory 22,625 26,588 Total Assets 74,866 73,375 Outstanding Borrowings 770 770 Total Shareholders' Equity $62,311 $60,776 </TABLE> * Certain amounts in the prior year have been reclassified to conform to the current year presentation.