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): March 22, 2007
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, NY |
10018 |
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(Address of Principal Executive Offices) | (Zip Code) | ||||||||
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 March 22, 2007, the Company announced its results of operations for the fourth quarter and fiscal year ended January 31, 2007. 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) | Shell Company Transactions. | |||||
None. | ||||||
(d) | Exhibits. | |||||
99.1. | Press Release of G-III Apparel Group, Ltd. (the ‘‘Company’’) issued on March 22, 2007 relating to its fourth quarter and fiscal 2007 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/ Neal S. Nackman Neal S. Nackman Chief Financial Officer |
Dated: March 22, 2007
G-III APPAREL GROUP, LTD.
For: | G-III Apparel Group, Ltd. | ||
Contact: Investor Relations James Palczynski (203) 222-9013 |
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G-III Apparel Group, Ltd. Wayne S. Miller, Chief Operating Officer (212) 403-0500 |
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G-III APPAREL GROUP, LTD. ANNOUNCES FOURTH QUARTER
AND FULL-YEAR FISCAL 2007 RESULTS
--Sales for the Year Increase 31.7% to $427.0 million--
--Net Income for the Year Increases to $13.2 million from $7.1 million--
--Net Income Per Diluted Share for the Year Increases to $0.94 from $0.58--
New York, New York – March 22, 2007 — G-III Apparel Group, Ltd. (NASDAQ: GIII) today announced results for the three and twelve-month periods ended January 31, 2007.
For the twelve-month period ended January 31, 2007, net sales increased by 31.7% to $427.0 million from $324.1 million last year. The Company reported net income of $13.2 million, or $0.94 per diluted share, for the twelve months ended January 31, 2007, compared to net income of $7.1 million, or $0.58 per diluted share, last year. In computing net income per diluted share, there were 13,982,000 weighted average shares outstanding in the current year compared to 12,236,000 weighted average shares outstanding last year.
The current year’s results include the reversal of tax reserves of approximately $950,000, or $0.07 per diluted share, as a result of the conclusion of a tax audit.
For the twelve-month period ended January 31, 2007, EBITDA increased 60.7% to $32.3 million from $20.1 million. EBITDA results should be evaluated in light of the Company’s financial results prepared in accordance with GAAP. A reconciliation of EBITDA to net income in accordance with GAAP is included in a table accompanying the condensed financial statements in this release.
The Company’s results of operations for the twelve months ended January 31, 2006 include the results of the Company’s Marvin Richards and Winlit divisions from July 11, 2005, the date the Company acquired the stock of Marvin Richards and certain assets from Winlit. Accordingly, the Company’s full year results for the prior year excluded the seasonal losses of the acquired companies in the first half of the year, as well as the higher interest expenses and depreciation and amortization costs in the current year relating to the acquisitions.
For the three-month period ended January 31, 2007, net sales increased by 43.0% to $98.8 million from $69.1 million during the same period last year. The Company reported net income of $518,000, or $0.03 per diluted share, for the three-month period, compared to a net loss of $2.8 million, or $0.23 per share, during the same period last year.
Morris Goldfarb, Chairman and Chief Executive Officer, said, ‘‘Fiscal 2007 was the strongest year in our history. We grew our revenues, increased our profitability, expanded our business into new categories and added new talent to our management team. We are well positioned to continue this success as we look to the years ahead.’’
Mr. Goldfarb concluded, ‘‘We expect the recent successful completion of our public offering, which yielded approximately $30.0 million of net proceeds to us, will help us to pursue new opportunities to create value for our shareholders. We intend to proceed purposefully and thoughtfully to further diversify our business into an all-season, all-category apparel company capable of serving every tier of distribution.’’
Outlook
The Company is forecasting net sales of approximately $28 million for its first fiscal quarter ending April 30, 2007 compared to $14.4 million in last year’s first fiscal quarter. The Company is also forecasting a net loss of $7.7 million to $8.4 million, or between $0.51 and $0.56 per share, compared to a net loss of $8.9 million, or $0.72 per share, in last year’s first fiscal quarter. The first quarter historically results in seasonal losses.
About G-III Apparel Group, Ltd.
G-III Apparel Group, Ltd. is a leading designer, manufacturer and marketer of outerwear and sportswear under licensed brands, its own brands and private retail labels. The Company has fashion licenses, among others, under the Calvin Klein, Sean John, Kenneth Cole, Cole Haan, Guess?, Jones New York, Nine West, Ellen Tracy, House of Deréon, IZOD and Tommy Hilfiger labels, and sports licenses to produce branded sports apparel using the trademarks of the National Football League, National Basketball Association, Major League Baseball, National Hockey League, Louisville Slugger, World Poker Tour and over 100 U.S. colleges and universities. Company-owned labels include, among others, Marvin Richards, G-III, Black Rivet, Siena Stud io, Colebrook, G-III by Carl Banks, Winlit, NY 10018 and La Nouvelle Renaissance.
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 U.S. securities laws. Forward-looking statements are subject to risks, uncertainties and factors which include, but are not limited to, reliance on licensed products, reliance on foreign manufacturers, the nature of the apparel industry, including changing customer demand and tastes, seasonality, customer acc eptance 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 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
(in thousands, except share and per share amounts)
(Unaudited)
Three Months Ended | Twelve Months Ended | |||||||||||||||||||||||
1/31/07 | 1/31/06 | 1/31/07 | 1/31/06 | |||||||||||||||||||||
Net sales | $ | 98,842 |
|
$ | 69,131 |
|
$ | 427,017 |
|
$ | 324,072 |
|
||||||||||||
Cost of sales | 73,151 |
|
53,067 |
|
311,470 |
|
239,226 |
|
||||||||||||||||
Gross profit | 25,691 |
|
16,064 |
|
115,547 |
|
84,846 |
|
||||||||||||||||
Selling, general and administrative expenses | 21,791 |
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17,782 |
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83,258 |
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64,763 |
|
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Depreciation and amortization | 1,131 |
|
1,066 |
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4,431 |
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3,125 |
|
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Operating profit (loss) | 2,769 |
|
(2,784 |
)
|
27,858 |
|
16,958 |
|
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Interest and financing charges, net | 1,789 |
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1,578 |
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6,362 |
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4,349 |
|
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Income (loss) before income taxes | 980 |
|
(4,362 |
)
|
21,496 |
|
12,609 |
|
||||||||||||||||
Income tax expense (benefit) | 462 |
|
(1,611 |
)
|
8,307 |
|
5,517 |
|
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Net income (loss) | $ | 518 |
|
$ | (2,751 |
)
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$ | 13,189 |
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$ | 7,092 |
|
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Income (loss) per common share: |
|
|
|
|
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Basic | $ | 0.04 |
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$ | (0.23 |
)
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$ | 1.00 |
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$ | 0.62 |
|
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Diluted | $ | 0.03 |
|
$ | (0.23 |
)
|
$ | 0.94 |
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$ | 0.58 |
|
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Weighted average shares outstanding: |
|
|
|
|
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Basic | 14,093,000 |
|
12,112,000 |
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13,199,000 |
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11,509,000 |
|
||||||||||||||||
Diluted | 14,954,000 |
|
12,112,000 |
|
13,982,000 |
|
12,236,000 |
|
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All share and per share data have been retroactively adjusted for the Company’s three for two stock split which became effective March 28, 2006.
Balance Sheet Data (in thousands): | At Jan. 31, 2007 |
At Jan. 31, 2006 |
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Cash | $ | 12,026 |
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$ | 7,031 |
|
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Working Capital | 81,858 |
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61,197 |
|
||||||||
Inventory | 38,111 |
|
30,395 |
|
||||||||
Total Assets | 173,529 |
|
138,317 |
|
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Total Shareholders’ Equity | $ | 115,642 |
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$ | 82,011 |
|
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G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
RECONCILIATION OF EBITDA TO ACTUAL NET INCOME
(in thousands)
(Unaudited)
Actual Twelve Months Ended January 31, 2007 |
Actual Twelve Months Ended January 31, 2006 |
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EBITDA, as defined | $ | 32,289 |
|
$ | 20,083 |
|
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Depreciation and amortization | 4,431 |
|
3,125 |
|
||||||||
Interest and financing charges, net | 6,362 |
|
4,349 |
|
||||||||
Income tax expense | 8,307 |
|
5,517 |
|
||||||||
Net income | $ | 13,189 |
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$ | 7,092 |
|
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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.
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