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): November 1, 2012
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)) |
| Item 8.01 | Other Events. |
As previously reported on the Form 8-K of G-III Apparel Group, Ltd. (the “Company”) filed on August 8, 2012, and the amendment thereto on Form 8-K/A filed on October 22, 2012, on August 7, 2012, the Company and its indirect wholly-owned subsidiary, VBQ Acquisition B.V. (the “Purchaser”), entered into a share purchase agreement (the “Purchase Agreement”), with Fashion Fund I B.V., pursuant to which the Purchaser acquired all of the outstanding shares of Vilebrequin International SA, a Swiss corporation (“Vilebrequin”).
The unaudited condensed consolidated financial statements of Vilebrequin and its subsidiaries for the six month period ended June 30, 2012 and notes thereto are attached hereto as Exhibit 99.1 and are being filed herewith.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 99.1 | Unaudited condensed consolidated financial statements of Vilebrequin and its subsidiaries for the six month period ended June 30, 2012 and notes thereto. |
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.
| Date: November 1, 2012 | G-III APPAREL GROUP, LTD. | |||||
| By: | /s/ Neal S. Nackman | |||||
| Name: | Neal S. Nackman | |||||
| Title: | Chief Financial Officer | |||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Unaudited condensed consolidated financial statements of Vilebrequin and its subsidiaries as of and for the six month period ended June 30, 2012 and notes thereto. | |
Exhibit 99.1
Vilebrequin International SA and Subsidiaries
INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| Page | ||||
| Financial Statements | ||||
| Unaudited Condensed Consolidated Balance Sheet—June 30, 2012 |
2 | |||
| Unaudited Condensed Consolidated Statement of Income —Six Months Ended June 30, 2012 |
3 | |||
| Unaudited Condensed Consolidated Statement of Cash Flows—Six Months Ended June 30, 2012 |
4 | |||
| Notes to Unaudited Condensed Consolidated Financial Statements | 5 | |||
1
Vilebrequin International SA and Subsidiaries
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
June 30, 2012
| ASSETS | ||||
| CURRENT ASSETS |
||||
| Cash and cash equivalents |
€ | 5,479,294 | ||
| Accounts receivable, net of allowance for doubtful accounts of €644,974 |
6,934,236 | |||
| Inventories, net |
8,101,173 | |||
| Prepaid expenses and other current assets |
1,124,793 | |||
|
|
|
|||
| Total current assets |
21,639,496, | |||
| PROPERTY AND EQUIPMENT, NET |
3,968,562 | |||
| DEFERRED INCOME TAXES |
923,657 | |||
| DEPOSITS |
1,337,225 | |||
| OTHER ASSETS |
571,984 | |||
| KEY MONEY |
3,176,227 | |||
| INTANGIBLES, NET |
543,038 | |||
| GOODWILL |
186,363 | |||
|
|
|
|||
| € | 32,346,552 | |||
|
|
|
|||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||
| CURRENT LIABILITIES |
||||
| Accounts payable |
€ | 6,009,040 | ||
| Notes payable |
19,990,729 | |||
| Due to related party |
17,254,346 | |||
| Accrued expenses |
3,392,700 | |||
| Deferred income taxes |
20,000 | |||
| Deferred income |
2,012,163 | |||
|
|
|
|||
| Total current liabilities |
48,678,978 | |||
| DUE TO RELATED PARTY |
6,000,000 | |||
| OTHER LIABILITIES |
72,207 | |||
|
|
|
|||
| TOTAL LIABILITIES |
54,751,185 | |||
|
|
|
|||
| STOCKHOLDERS’ DEFICIT |
||||
| Issued capital |
19,000,000 | |||
| Additional paid in capital |
2,989,755 | |||
| Accumulated other comprehensive loss |
(850,552 | ) | ||
| Accumulated deficit |
(43,643,723 | ) | ||
|
|
|
|||
| Total Vilebrequin stockholders’ deficit |
(22,504,520 | ) | ||
| Noncontrolling interest |
99,887 | |||
|
|
|
|||
| (22,404,633 | ) | |||
|
|
|
|||
| € | 32,346,552 | |||
|
|
|
The accompanying notes are an integral part of these statements.
2
Vilebrequin International SA and Subsidiaries
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF INCOME
June 30, 2012
| Net sales |
€ | 20,308,928 | ||
| Cost of goods sold (exclusive of depreciation shown below) |
5,874,728 | |||
| Selling, general and administrative expenses |
11,728,974 | |||
| Depreciation and amortization |
1,227,099 | |||
|
|
|
|||
| Operating profit |
1,478,127 | |||
| Interest and financing charges (including €522,934 to related parties) |
1,046,414 | |||
| Exchange gains and losses, net |
(125,793 | ) | ||
| Other income and expenses, net |
(28,173 | ) | ||
|
|
|
|||
| Income before income taxes |
585,679 | |||
| Income tax benefit |
89,506 | |||
|
|
|
|||
| Net income |
675,185 | |||
| Loss attributable to noncontrolling interest |
5,005 | |||
|
|
|
|||
| Income attributable to stockholders of Vilebrequin International SA |
€ | 680,190 | ||
|
|
|
The accompanying notes are an integral part of these statements.
3
Vilebrequin International SA and Subsidiaries
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
June 30, 2012
| Cash flows from operating activities |
||||
| Net income |
€ | 675,185 | ||
| Adjustments to reconcile net income to net cash used in operating activities: |
||||
| Depreciation and amortization |
1,227,099 | |||
| Deferred income taxes |
(25,352 | ) | ||
| Deferred income |
(70,276 | ) | ||
| Change in fair value of derivative instrument |
(84,875 | ) | ||
| Changes in operating assets and liabilities: |
||||
| Accounts receivable, net |
(1,106,432 | ) | ||
| Inventories, net |
(2,343,555 | ) | ||
| Prepaid expenses and other current assets |
118,665 | |||
| Other assets, net |
(160,102 | ) | ||
| Accounts payable, accrued expenses and other liabilities |
1,037,674 | |||
|
|
|
|||
| Net cash used in operating activities |
(731,969 | ) | ||
|
|
|
|||
| Cash flows from investing activities |
||||
| Acquisition of intangibles |
(161,630 | ) | ||
| Acquisition of property and equipment |
(447,608 | ) | ||
|
|
|
|||
| Net cash used in investing activities |
(609,238 | ) | ||
|
|
|
|||
| Cash flows from financing activities |
||||
| Borrowings under notes payable |
2,278,585 | |||
| Repayment of shareholder loans |
(3,340,954 | ) | ||
|
|
|
|||
| Net cash used in financing activities |
(1,062,369 | ) | ||
|
|
|
|||
| Effect of exchange rate changes on cash and cash equivalents |
29,637 | |||
|
|
|
|||
| Net decrease in cash and cash equivalents |
(2,373,939 | ) | ||
| Cash and cash equivalents at beginning of year |
7,853,233 | |||
|
|
|
|||
| Cash and cash equivalents at end of year |
€ | 5,479,294 | ||
|
|
|
|||
| Supplemental disclosures of cash flow information: |
||||
| Cash paid during the year for: |
||||
| Interest |
||||
| Income taxes |
4
Vilebrequin International SA and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012
NOTE A—BASIS OF PRESENTATION
As used in these financial statements, the term “Company” or “Vilebrequin” refers to Vilebrequin International SA and its subsidiaries. The results for the six month period ended June 30, 2012 are not necessarily indicative of the results expected for the entire fiscal year, given the seasonal nature of the Company’s business. The accompanying financial statements included herein are unaudited. In the opinion of management, all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of the financial position, results of operations and cash flows for the interim period presented has been reflected.
The Company consolidates the accounts of all its wholly-owned and majority-owned subsidiaries. All material intercompany balances and transactions have been eliminated.
The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP).
NOTE B—INVENTORIES
Inventories at June 30, 2012 consist of:
| Finished goods |
€ | 8,206,731 | ||
| Accessories and work-in-process |
607,360 | |||
|
|
|
|||
| 8,814,091 | ||||
| Less: provision for obsolete inventory |
(712,918 | ) | ||
|
|
|
|||
| Inventories, net |
€ | 8,101,173 | ||
|
|
|
NOTE C—PROPERTY AND EQUIPMENT
Property and equipment at cost at June 30, 2012 consist of:
| Fixed equipment |
€ | 6,696,276 | ||
| Vehicles |
439,825 | |||
| Logistic equipment |
110,434 | |||
| Furniture and fittings |
3,636,830 | |||
| Office and computer equipment |
938,612 | |||
|
|
|
|||
| 11,821,977 | ||||
| Less accumulated depreciation |
(7,853,415 | ) | ||
|
|
|
|||
| € | 3,968,562 | |||
|
|
|
Depreciation expense amounted to approximately €571,965 for the six months ended June 30, 2012.
5
Vilebrequin International SA and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012
NOTE D—INTANGIBLES, KEY MONEY AND GOODWILL
Intangible assets and goodwill at June 30, 2012 consist of:
| Estimated Life | ||||||
| Gross carrying amounts |
||||||
| Software |
5 years | € | 1,514,281 | |||
| Patents - brands |
10 years | 62,725 | ||||
| Key money |
Life of lease | 8,545,981 | ||||
| Goodwill |
n/a | 186,363 | ||||
| Other |
10 years | 1,197,366 | ||||
|
|
|
|||||
| Subtotal |
11,506,716 | |||||
|
|
|
|||||
| Accumulated amortization |
||||||
| Software |
1,154,559 | |||||
| Patents - brands |
51,150 | |||||
| Key money |
5,369,754 | |||||
| Goodwill |
— | |||||
| Other |
1,025,625 | |||||
|
|
|
|||||
| Subtotal |
7,601,088 | |||||
|
|
|
|||||
| Net |
||||||
| Software |
359,721 | |||||
| Patents - brands |
11,575 | |||||
| Key money |
3,176,227 | |||||
| Goodwill |
186,363 | |||||
| Other |
171,742 | |||||
|
|
|
|||||
| Total intangible assets and goodwill, net |
€ | 3,905,628 | ||||
|
|
|
|||||
Intangible amortization expense amounted to approximately €655,134 for the six months ended June 30, 2012.
NOTE E—NOTES PAYABLE
The Company has a credit facility with NIBC Bank N.V (“NIBC”) dated December 13, 2007. The credit facility consists of three separate facilities, an €18,000,000 term loan (“Facility A”), a €4,000,000 revolving loan facility (“Facility B”) and a €2,500,000 working capital loan (“Facility C”). Facility A bore interest at the three month EURIBOR plus 2.5% and had an original maturity date of December 31, 2012. Facility B bore interest at the three month EURIBOR plus 2.0% with an original maturity date of December 31, 2010. Facility C bore interest at 3.6% with a maturity date of August 7, 2012.
In July 2011, NIBC agreed to extend the maturity of the Facility B revolving loan from December 31, 2010 to the earlier of the sale of the Company or December 31, 2012. NIBC also suspended
6
Vilebrequin International SA and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012
quarterly installment payments on the Facility A in exchange for a success fee in the amount of €500,000. At June 30, 2012, the Company had outstanding borrowings of approximately €20.0 million.
The credit facility required the Company, among other things, to maintain certain interest and leverage ratios and debt service requirements, as defined in the agreement. As of December 31, 2011, the Company was in compliance with these covenants. The financing agreement was secured by substantially all of the Company’s assets.
Facility A, Facility B and Facility C were repaid in full, with interest, upon the closing of the sale of the Company on August 7, 2012 (See Note H).
The Company had a loan with VLBVL BV, a related party. The loan bore interest at 7.5% per annum. The loan was to be repaid upon certain financing events. At June 30, 2012, the Company had outstanding borrowings of €6.3 million under this loan. The loan was repaid in full, with interest, upon the closing of the sale of the Company on August 7, 2012 (See Note H).
The Company had a shareholder loan with Fashion Fund I BV, a related party. The loan bore interest at the NIBC rate less 0.5 point per annum. At December 31, 2011, the Company had outstanding borrowings, including interest, of approximately €16.8 million. A portion of the loan (€6,000,000) was subordinated to other debt of the Company. The loan was repaid in full, with interest, upon the closing of the sale of the Company on August 7, 2012.
The Company entered into interest rate swap agreement in 2007 to economically hedge its exposure against the variable interest rates on its NIBC bank borrowing. Such swap has an economic impact on converting borrowing from a floating rate to a fixed rate. Under the interest rate swap, the Company agrees with its counter party to exchange, at specified intervals (primarily quarterly), the difference between the fixed contract rates and the floating rate interest amounts calculated by reference to the agreed notional amounts (subject to a floor and a cap).
The Company uses a valuation technique to estimate the fair value of this swap by using observable market data. The fair value of interest rate swap is calculated as the present value of the estimated future cash flows based on the observable yield curves. This valuation method corresponds to Level 2 within the fair value hierarchy.
At June 30, 2012, the fair value of this instrument on the balance sheet was €119,291 recorded as a liability. For the year ended June 30, 2012 fair value gains in the amount of €84,875 were recognized in the income statement as Other income and expenses, net.
7
Vilebrequin International SA and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012
NOTE F—RELATED PARTIES
As of December 31, 2011 the Company has a subordinated loan in the amount of €6,000,000 with its shareholder, Fashion Fund I BV to cover existing and future claims against the Company. In addition, the Company has a shareholder loan with Fashion Fund I BV in the amount of approximately €17,300,000 including interest, at June 30, 2012.
As of June 30, 2012, the Company has a vendor loan agreement with VLBVL BV in the amount of €6,300,000.
The total interest accrued to Fashion Fund I BV and VLBLV BV for the six months ended June 30, 2012 amounted to €286,684 and €236,250, respectively.
NOTE G—EFFECTS OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment”, an update to their accounting guidance regarding indefinite – lived intangible asset impairment testing and whether it is necessary to perform the quantitative impairment test currently required. The guidance is effective for interim and annual periods beginning after September 15, 2012, with early adoption permitted. The adoption of this pronouncement is not expected to have a material impact on the Company’s consolidated financial statements.
In December 2011, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) ASU 2011-12, “Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05.” ASU 2011-12 defers the specific requirement to present items that are reclassified from accumulated other comprehensive income to net income separately with their respective components of net income and other comprehensive income. ASU 2011-12 did not defer the requirement to report comprehensive income either in a single continuous statement or in two separate but consecutive financial statements. The Company’s other comprehensive income represents foreign currency translation adjustments and unrealized loss on pension. The amendments are effective at the same time as the amendments in ASU 2011-05. The adoption of this pronouncement is not expected to have a material impact on the Company’s consolidated financial statements.
In September 2011, the FASB issued ASU 2011-08, “Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment.” ASU 2011-08 simplifies how entities test goodwill for impairment. ASU 2011-08 permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The adoption of this pronouncement is not expected to have a material impact on the Company’s consolidated financial statements.
8
In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income. Under the amendments to Topic 220, Comprehensive Income, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ deficit. The amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance in ASU 2011-05 is effective for public companies for fiscal years, and interim periods within those years beginning after December 15, 2011. The adoption of this pronouncement is not expected to have a material impact on the Company’s consolidated financial statements.
In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” ASU 2011-04 amends Topic 820 to provide common fair value measurement and disclosure requirements in U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and International Financial Reporting Standards. Consequently, the amendments change the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements, as well as providing guidance on how fair value should be applied where its use is already required or permitted by other standards within U.S. GAAP. ASU No. 2011-04 is to be applied prospectively, and early adoption is not permitted. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. The adoption of this pronouncement is not expected to have a material impact on the Company’s consolidated financial statements.
NOTE H—SUBSEQUENT EVENTS
On August 7, 2012, all of the outstanding shares of Vilebrequin were acquired by G-III Apparel Group, Ltd. (“G III”) and its indirect wholly-owned subsidiary, VBQ Acquisition B.V. (the “Purchaser”), by entering into a share purchase agreement (the “Purchase Agreement”), with Fashion Fund I B.V. (“Seller”). Concurrent with the sale, the Company repaid its outstanding borrowings to its shareholder, related parties and its bank.
As part of the Purchase Agreement, the Seller has agreed to negotiate a settlement with a licensee of the Company. The cost of the settlement shall be shared by G III and the Seller if terminated by December 31, 2012. If the Seller is unable to negotiate a settlement by December 31, 2011, G III has the right to offset future payments, as specified in the Purchase Agreement, to the Seller.
In July 2012, the Company acquired the remaining 30% ownership interest of Tropezina S.L., for €350,000.
9