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): May 12, 2010 (May 11, 2010)

EVER-GLORY INTERNATIONAL GROUP, INC.

(Exact name of registrant as specified in charter)

Florida	000-28806	65-0420146
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

100 N. Barranca Ave. #810

West Covina, CA 91791

(Address of Principal Executive Offices) (Zip code)

(626) 859-6638

(Registrant’s Telephone number including area code)

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))

Forward-Looking Statements

Statements contained in this Current Report on Form 8-K of Ever-Glory International Group, Inc. (“Ever-Glory” or the “Company”), which are not historical facts, are forward-looking statements, as the term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements, whether expressed or implied, are subject to risks and uncertainties which can cause actual results to differ materially from those currently anticipated, due to a number of factors, which include, but are not limited to: competition within the Company’s industry; seasonality of the Company’s sales; success of the Company’s investments in new product development; success of the Company’s acquired businesses; the Company’s relationships with its major customers; the popularity of the Company’s products; relationships with suppliers, including foreign suppliers, and cost of supplies; financial and economic conditions in Asia, Europe and the U.S.; regulatory requirements affecting the Company’s business; currency exchange rate fluctuations; the Company’s future financing needs; and the Company’s ability to attract additional investment capital on attractive terms.

Forward-looking statements also include the assumptions underlying or relating to any of the foregoing or other such statements. When used in this report, the words “may,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “continue,” and similar expressions are generally intended to identify forward-looking statements.

Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s opinions only as of the date hereof. The Company undertakes no obligation to revise or publicly release the results of any revision to these forward-looking statements. Readers should carefully review the risk factors described in the Company’s Annual Report Form 10-K for the fiscal year ended December 31, 2009 and other documents the Company files from time to time with the Securities and Exchange Commission.

Item 2.02.  Results of Operations and Financial Condition.

On May 11, 2009, Ever-Glory issued a press release and held a conference call regarding the Company’s financial results for its fiscal quarter ended on March 31, 2010 (“Earnings Release”). A copy of the press release is attached hereto as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K (including the exhibits) is furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by Ever-Glory under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.

Not applicable.

(b) PRO FORMA FINANCIAL INFORMATION.

Not applicable.

(c) SHELL COMPANY TRANSACTIONS

Not Applicable

(d) EXHIBITS.

99.1 Press Release issued by Ever-Glory International Group Inc., dated May 11, 2010, entitled "Ever-Glory Reports First Quarter 2010 Financial Results.”

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.

	EVER-GLORY INTERNATIONAL GROUP, INC.
Date: May 12, 2010	By:	/s/ Edward Yihua Kang
		Edward Yihua Kang
		Chief Executive Officer

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press Release issued by Ever-Glory International Group Inc., dated May 11, 2010, entitled "Ever-Glory Reports First Quarter 2010 Financial Results.”

EX-99.1

Ever-Glory Reports First Quarter 2010 Financial Results

First Quarter 2010 Highlights

- Net sales increased 27.5% to $26.1 million

- Gross profit increased 15.2% to $5.4 million

NANJING, China, May 11 /PRNewswire-Asia-FirstCall/ -- Ever-Glory International Group, Inc. (the "Company," "Ever-Glory") (NYSE Amex: EVK), a leading apparel supply chain manager and retailer in China, today reported its financial results for the first quarter ended March 31, 2010.

During the first quarter 2010, net sales increased 27.5% to $26.1 million from $20.5 million in the first quarter of 2009. The increase was attributable to increased sales both in the Company's wholesale and retail businesses.

Sales generated from the Company's wholesale business increased 7.8% to $19.4 million, compared to $18 million in the first quarter of 2009. The increase in the Company's wholesale business was primarily attributable to increased orders from customers in the United Kingdom, France and the United States.

Retail sales from LA GO GO, the Company's branded retail division, increased 166.8% to $6.8 million, compared to $2.5 million in the first quarter of 2009. As of March 31, 2010, the Company had 195 LA GO GO retail stores.

"Our performance was solid during the first quarter of 2010," commented Mr. Edward Yihua Kang, Chairman of the Board and Chief Executive Officer of Ever-Glory " Our wholesale business is improving, reflecting general economic conditions. We are also very encouraged by our retail business's performance. Sales generated from our retail business increased considerably in the first quarter of 2010, which demonstrates the strong momentum we have with our retail strategy. We opened 13 new LA GO GO stores in the first quarter of 2010 and now have a total of 195 LA GO GO stores in China as of March 31, 2010."

Mr. Kang continued, "We will continue to develop LA GO GO through perfecting design styles and improving our store management efficiency. We are confident that we will strengthen and enhance same store sales, upon which we will further expand LA GO GO's presence in China, and lay a better foundation for organic growth and continuous development."

In the first quarter of 2010, gross profit increased 15.2% to $5.4 million from $4.7 million in the first quarter of 2009. Gross margin decreased 2.2% to 20.8% in the first quarter of 2010, compared to 23% in the first quarter of 2009. The decrease was primarily due to increased raw material prices in the Company's wholesale business and lower sales prices to increase sales volume in the Company's retail business.

Selling expenses increased 79.6% to $1.7 million in the first quarter of 2010 from $940 thousand in the first quarter of 2009. This increase was primarily due to increased retail staff, and renovation and marketing expenses to promote LA GO GO. General and administrative expenses increased 3% to $1.91 million in the first quarter of 2010 from $1.86 million in the first quarter of 2009. As a percentage of total sales, general and administrative expenses decreased to 7.3% of total sales for the three months ended March 31, 2010, compared to 9.1% of total sales for the three months ended March 31, 2009. The decrease was due to better control over these expenses.

Income from operations for the first quarter of 2010 decreased 4.6% to $1.8 million, or 7.0% of total sales, compared to $1.9 million, or 9.4% of total sale, in the first quarter of 2009.

For the first quarter of 2010, net income attributable to the Company was $1.6 million, or $0.11 per diluted share, an increase of 183.5% from $0.6 million, or $0.04 per diluted share for the same period of 2009. Net income attributable to the Company for the first quarter of 2010 includes $85 thousand of non-cash income related to the change in fair value of derivative liabilities, compared to approximately $1.1 million, or $0.08 per diluted share, of non-cash expense related to the change in fair value of derivative liabilities in the first quarter of 2009. Excluding these non-cash items for the first quarter of 2010 and 2009, non-GAAP diluted earnings per share were $0.10 in the first quarter of 2010 compared with $0.12 in the first quarter of 2009 (see "About Non-GAAP Financial Measures" toward the end of this release).

Balance Sheet and Cash Flow

As of March 31, 2010, the Company had $8.1 million of cash and cash equivalents, compared to $3.6 million as of December 31, 2009. Ever-Glory had working capital of approximately $18.9 million as of March 31, 2010, and bank loans outstanding of approximately $6.9 million as of March 31, 2010.

Business Outlook

For the second quarter of 2010, the Company anticipates total net sales of $23 to $26 million and net income of $1.2 to $1.5 million. For the full 2010 year, the Company anticipates total net sales between $121 and $141 million and net income between $6.5 and $7.0 million. The full year revenue forecast is comprised of $95 to $110 million in expected wholesale revenues and $26 to $31 million in expected retail revenues.

About Non-GAAP Financial Measures

This press release contains non-GAAP financial measures for earnings that exclude the charges/credits arising from the change in the fair value of derivative liabilities. Ever-Glory believes that these non-GAAP financial measures are useful to investors because they exclude non-cash charges. Accordingly, management excludes the expenses arising from the change in fair value of derivative liabilities when making operational decisions. The non- GAAP measures provide a consistent basis for investors to understand Ever- Glory's financial performance in comparison to historical periods. In addition, it allows investors to evaluate Ever-Glory's performance using the same methodology and information as that used by Ever-Glory's management. Non-GAAP measures are subject to inherent limitations because they do not include all of the expenses included under GAAP and because they involve the exercise of judgment about which charges are excluded from the non-GAAP financial measure. However, Ever-Glory's management compensates for these limitations by providing relevant disclosure of the items excluded.

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The following table provides a reconciliation of the non-GAAP measures to the financial statement amounts for the three months ended March 31, 2010 and 2009:

	2010			2009
Net Income attributable to the Company	$	1,575,675		$	555,862
Diluted EPS	$	0.11		$	0.04
Addition:
Non-Cash (Income) Expense for Warrants:	$	(84,519	)	$	1,066,494
Non-GAAP Net Income:	$	1,491,156		$	1,622,356
Non-GAAP Diluted EPS:	$	0.10		$	0.12
Diluted Shares used in computatio		14,835,197			13,531,225

Conference Call

The Company will hold a conference call today at 8:30 a.m. Eastern Time which will be hosted by Edward Yihua Kang, Chairman of the Board, President, and CEO, Emily Yan Guo, Chief Financial Officer. Listeners can access the conference call by dialing # 1-719-325-2188. The conference call will also be broadcast live over the Internet and can be accessed at the Company's web site at the following URL: http://www.everglorygroup.com .

A replay of the call will be available from 11:30 am May 11, 2010 through May 18, 2010 Eastern Time by calling #1-719-457-0820; pin number: 3158424.

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About Ever-Glory International Group, Inc.

Based in Nanjing, China, Ever-Glory International Group, Inc. is a leading apparel supply chain manager and retailer in China. Ever-Glory is the first Chinese apparel company listed on the American Stock Exchange (now called NYSE Amex), and has a focus on middle-to-high grade casual wear, outerwear, and sportswear brands. The Company maintains global strategic partnerships in Europe, the United States, Japan and China, conducting business with several well-known brands and retail chain stores. In addition, Ever-Glory operates its own domestic chain of retail stores known as "LA GO GO."

Safe Harbor Statement

Certain statements in this release and other written or oral statements made by or on behalf of the Company are "forward looking statements" within the meaning of the federal securities laws. Statements regarding future events and developments and our future performance, as well as management's expectations, beliefs, plans, estimates or projections relating to the future are forward-looking statements within the meaning of these laws. The forward looking statements are subject to a number of risks and uncertainties including market acceptance of the Company's products and projects, the Company's continued access to capital, currency exchange rate fluctuation and other risks and uncertainties. The actual results the Company achieves may differ materially from those contemplated by any forward-looking statements due to such risks and uncertainties. These statements are based on our current expectations and speak only as of the date of such statements. Readers should carefully review the risks and uncertainties described in the Company's latest Annual Report on Form 10-K and other documents that the Company files from time to time with the U.S. Securities and Exchange Commission.

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EVER-GLORY INTERNATIONAL GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009 (UNAUDITED)

	2010			2009
NET SALES	$	26,139,546		$	20,507,822
COST OF SALES		20,710,524			15,793,667
GROSS PROFIT		5,429,022			4,714,155
OPERATING EXPENSES
Selling expenses		1,689,173			940,474
General and administrative expenses		1,911,418			1,856,122
Total Operating Expenses		3,600,591			2,796,596
INCOME FROM OPERATIONS		1,828,431			1,917,559
OTHER INCOME (EXPENSES)
Interest income		68,108			103,547
Interest expense		(119,039	)		(123,650	)
Change in fair value of derivative liability		84,519			(1,066,494	)
Other income		3,209			2,373
Total Other Income (Expenses)		36,797			(1,084,224	)
INCOME BEFORE INCOME TAX EXPENSE		1,865,228			833,335
INCOME TAX EXPENSE		(230,852	)		(289,071	)
NET INCOME		1,634,376			544,264
NET (INCOME) LOSS ATTRIBUTABLE TO THE NONCONTROLLING INTEREST		(58,701	)		11,598
NET INCOME ATTRIBUTABLE TO THE COMPANY	$	1,575,675		$	555,862
NET INCOME	$	1,634,376		$	544,264
Foreign currency translation gain (loss)		34,133			(44,208	)
COMPREHENSIVE INCOME		1,668,509			500,056
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE NONCONTROLLING INTEREST		58,721			(12,392	)
COMPREHENSIVE INCOME ATTRIBUTABLE TO THE COMPANY	$	1,609,788		$	512,448
NET INCOME PER SHARE
Attributable to the Company's common stockholders
Basic	$	0.11		$	0.04
Diluted	$	0.11		$	0.04
Weighted average number of shares outstanding
Basic		14,720,425			13,531,225
Diluted		14,835,197			13,531,225