-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EvVRBx4Xl3m5tFLXMQBlLgUPm6snG64QNs/jNYWHSed34Dhp/T3W2EVG4uHrpALV Sc9FnOMJEzqNUbPtHeGx2g== 0000950117-02-003114.txt : 20021216 0000950117-02-003114.hdr.sgml : 20021216 20021216165919 ACCESSION NUMBER: 0000950117-02-003114 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20021102 FILED AS OF DATE: 20021216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: G&G RETAIL INC CENTRAL INDEX KEY: 0001088811 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] STATE OF INCORPORATION: DE FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-81307 FILM NUMBER: 02859029 BUSINESS ADDRESS: STREET 1: 520 EIGHTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2122794961 10-Q 1 a33960.txt G&G RETAIL, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------- FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended November 2, 2002 -------------------------------------------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to ---------------- ------------------ Commission file number 333-81307 ---------------- G+G Retail, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 22-3596083 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 520 Eighth Avenue, New York, New York 10018 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code (212) 279-4961 ------------------------------ - -------------------------------------------------------------------------------- Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report. Indicate by check [X] whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days Yes [X] No ----- ----- Indicate by check mark [X] whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes No ------- ------- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Class B Outstanding at December 16, 2002 - ------------------------------- -------------------------------- Common $.01 par value 10 shares Contents
Page No. --- Part I. Financial Information Item 1. Financial Statements (Unaudited) Condensed Consolidated Balance Sheets - November 2, 2002 and February 2, 2002 3 Condensed Consolidated Statements of Operations - Three and Nine Months Ended November 2, 2002 and November 3, 2001. 4 Condensed Consolidated Statements of Cash Flows - Nine Months Ended November 2, 2002 and November 3, 2001. 5 Notes to Condensed Consolidated Financial Statements 6-8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9-14 Item 3. Quantitative and Qualitative Disclosures about Market Risk 14 Item 4. Controls and Procedures 14 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K 15 Signature Page 16 Certifications 17-18
2 Part I. Financial Information Item 1. Financial Statements G+G Retail, Inc. Condensed Consolidated Balance Sheets (Unaudited) (In thousands, except par value and share data)
November February 2, 2002 2, 2002 ------------------------------------------ Assets Current assets: Cash and short-term investments $ 7,094 $ 15,328 Accounts receivable 1,630 888 Merchandise inventories 28,953 15,401 Prepaid taxes and other expenses 2,064 1,730 Deferred tax assets 1,729 1,729 ------------------------------------------ Total current assets 41,470 35,076 Property and equipment, net 54,145 52,075 Deferred financing, net 3,226 3,991 Goodwill, net 57,720 57,720 Trademarks, net 45,900 45,900 Deferred tax assets 960 - Other assets 192 198 ------------------------------------------ Total assets $203,613 $194,960 ========================================== Liabilities and stockholder's equity Current liabilities: Accounts payable $ 23,343 $ 14,886 Accrued expenses 20,224 16,363 Accrued interest 5,460 2,517 Current portion of capital lease 1,598 1,549 ------------------------------------------ Total current liabilities 50,625 35,315 Deferred tax liability - 2,105 Capital lease 1,479 2,656 Long-term debt 102,284 101,510 ------------------------------------------ Total liabilities 154,388 141,586 Stockholder's equity: Class B common stock, par value $.01 per share, 1,000 shares authorized, 10 shares issued and outstanding - - Additional paid-in capital 50,298 50,298 (Accumulated deficit) retained earnings (1,073) 3,076 ------------------------------------------ Total stockholder's equity 49,225 53,374 ------------------------------------------ Total liabilities and stockholder's equity $203,613 $194,960 ==========================================
See accompanying notes. 3 G+G Retail, Inc. Condensed Consolidated Statements of Operations (Unaudited) (In thousands)
--------------------------------------------------------------------- Three months Three months Nine months Nine months ended November ended November Ended November ended November 2, 2002 3, 2001 2, 2002 3, 2001 --------------------------------------------------------------------- Net sales $ 97,364 $ 90,601 $ 291,151 $ 264,593 Cost of sales (including occupancy costs) 61,540 56,529 184,324 170,082 Selling, general, administrative and buying expenses 32,383 30,023 95,066 87,428 Depreciation and amortization expense 2,686 3,553 8,304 10,986 -------------------------------------------------------------------- Operating income (loss) 755 496 3,457 (3,903) Interest expense 3,596 3,624 10,777 10,831 Interest income 33 13 106 122 -------------------------------------------------------------------- Loss before benefit from income taxes (2,808) (3,115) (7,214) (14,612) Benefit from income taxes (1,194) (1,327) (3,065) (6,225) -------------------------------------------------------------------- Net loss $ (1,614) $ (1,788) $ (4,149) $ (8,387) ====================================================================
See accompanying notes. 4 G+G Retail, Inc. Condensed Consolidated Statements of Cash Flows (Unaudited) (In thousands)
Nine months Nine months ended ended November 2, 2002 November 3, 2001 ------------------------------------------------ Operating activities Net loss $ (4,149) $ (8,387) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 8,304 10,986 Amortization of debt issue costs 1,539 1,410 Write-off of closed store fixed assets 216 145 Deferred taxes (3,065) (6,225) Changes in assets and liabilities: Accounts receivable, prepaid expenses and other assets (1,070) 117 Merchandise inventories (13,552) (12,661) Accounts payable, accrued expenses and accrued interest 15,260 10,018 ------------------------------------------------ Net cash provided by (used in) operating activities 3,483 (4,597) Investing activities Capital expenditures, net (10,590) (10,350) ------------------------------------------------ Net cash used in investing activities (10,590) (10,350) Financing activities Proceeds from short-term borrowings - 19,395 Proceeds from capital lease - 375 Payment of debt issuance costs - (411) Payment of short-term borrowings - (18,000) Payment of capital lease (1,127) (980) ------------------------------------------------ Net cash (used in) provided by financing activities (1,127) 379 ------------------------------------------------ Net decrease in cash and short-term investments (8,234) (14,568) Cash and short-term investments, beginning of period 15,328 14,568 ------------------------------------------------ Cash and short-term investments, end of period $ 7,094 $ - ================================================ Supplemental cash flow disclosures Cash paid for: Interest $ 6,312 $ 6,417 ================================================ Income taxes, net of refunds of $31 and $40, respectively $ 286 $ 118 ================================================
See accompanying notes 5 G+G Retail, Inc. Notes to Unaudited Condensed Consolidated Financial Statements 1. Principles of Consolidation and Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Company's management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) considered necessary to present fairly: (1) its financial position as of November 2, 2002, (2) the results of its operations for the three and nine months ended November 2, 2002 and November 3, 2001 and (3) its cash flows for the nine months ended November 2, 2002 and November 3, 2001. The balance sheet at February 2, 2002 has been derived from financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. These financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company's Form 10-K for the fiscal year ended February 2, 2002 filed on May 2, 2002. The interim operating results are not necessarily indicative of the results that may be expected for an entire year. 2. Short-Term Borrowings The Company is party to a Loan and Security Agreement, which expires in May 2004, and provides for a revolving credit facility ("Facility"), subject to eligible inventory and credit card receivables, not to exceed $30.0 million, of which $10.0 million can be used for letters of credit. There were no outstanding borrowings under the Facility at November 2, 2002. Outstanding letters of credit under the Facility totaled $698,000 at November 2, 2002. Interest on outstanding borrowings can range either from Prime to Prime plus 0.25% or from 1.50% over the Eurodollar Rate to a maximum 2.25% over the Eurodollar Rate, based on the profitability and amount of indebtedness of the Company. 3. Indefinite Lived Intangible Assets The Company adopted Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets" effective February 3, 2002 (the first day of fiscal year 2003). Under SFAS 142, goodwill and other intangible assets that have indefinite useful lives are no longer amortized. Rather, they are reviewed for impairment annually or more frequently if certain indicators arise by applying a fair value based test, as specifically provided in the statement. Separable intangible assets that are not deemed to have an indefinite life will continue to be amortized over their useful lives. The Company completed the required initial impairment test in the first half of fiscal 2003, and determined that there was no impairment to its recorded goodwill or indefinite lived intangible assets. In addition to the transitional test discussed above, the Company will complete its annual impairment test on its 6 indefinite lived intangible assets in the fourth quarter of fiscal 2003. Had the Company been accounting for its indefinite lived intangible assets under SFAS No. 142 for all periods presented, the Company's net loss would have been as follows:
Three Months Ended (In thousands) November 2, 2002 November 3, 2001 ---------------- ---------------- Reported net loss $(1,614) $(1,788) Add back amortization of indefinite lived intangible assets, net of tax - 559 ------- ------- Adjusted net loss $(1,614) $(1,229) ------- ------- ------- ------- Nine Months Ended (In thousands) November 2, 2002 November 3, 2001 ---------------- ---------------- Reported net loss $(4,149) $(8,387) Add back amortization of indefinite lived intangible assets, net of tax - 1,677 ------- ------- Adjusted net loss $(4,149) $(6,710) ------- ------- ------- -------
The accumulated amortization of goodwill and trademarks as of November 2, 2002 and February 2, 2002 was $7.4 million and $5.9 million, respectively. The accumulated amortization of definite lived intangible assets, consisting of deferred financing costs, as of November 2, 2002 and February 2, 2002 was $3.2 million and $2.4 million, respectively. 4. Long-Lived Assets The Company adopted SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets ("SFAS 144"), effective February 3, 2002 (the first day of fiscal 2003). SFAS 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets. This statement supersedes SFAS 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of, and the accounting and reporting provisions of APB Opinion No. 30, Reporting the Results of Disposal of a segment of a Business, and Extraordinary and Unusual and Infrequently Occurring Events and Transactions, for the disposal of a segment of a business (as previously defined in that Opinion). The adoption of SFAS 144 did not have a material impact on the Company's consolidated financial statements. 5. New Pronouncements In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 62, Amendment of FASB Statement No. 13, and Technical Corrections" ("SFAS 145"). SFAS 145 eliminates the requirement under SFAS No. 4, "Reporting Gains and Losses from Extinguishment of Debt", to report gains and losses from extinguishments of debt as extraordinary items in the income statement. Accordingly, gains or losses from extinguishments of debt for fiscal years beginning after May 15, 2002 shall not be reported as extraordinary items unless the extinguishments qualifies as an extraordinary item under the provisions of APB Opinion No. 30, "Reporting the Results of Operations - Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions." 7 Upon adoption of this pronouncement, any gain or loss on extinguishments of debt previously classified as an extraordinary item in prior periods presented that does not meet the criteria of Opinion 30 for such classification should be reclassified to conform with the provisions of SFAS 145. Management does not believe the adoption of this standard will have a material impact on the consolidated financial statements. In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" ("SFAS 146") and nullifies EITF Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred, whereas EITF No. 94-3 had recognized the liability at the commitment date to an exit plan. The Company is required to adopt the provisions of SFAS 146 effective for exit or disposal activities initiated after December 31, 2002. Management does not believe the adoption of this standard will have a material impact on the consolidated financial statements. 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Overview We are a leading national mall-based retailer of popular price female junior and pre-teen apparel. For over 30 years, we and our predecessors have built a reputation for providing fashion apparel and accessories distinctly targeted at teenaged women. Our core customers are young women principally between the ages of 13 to 19 years old. We sell substantially all of our merchandise under private label names including Rave, Rave Up, Rave Girl, R4R, and Shut Eye, which provide our customers with fashionable, high quality apparel and accessories at lower prices than brand name merchandise. Our emphasis on sourcing merchandise domestically and our efficient distribution system allow for short inventory lead times, which facilitates quick response to the latest fashion trends. As of November 2, 2002, we had 574 operating stores principally located in major enclosed regional shopping malls throughout the United States, Puerto Rico, and the U.S. Virgin Islands primarily under the G+G, Rave and Rave Girl names. Our G+G/Rave stores average approximately 2,400 gross square feet with approximately 25 feet of mall frontage and are designed to create a lively and exciting shopping experience for teenaged customers. In July 1999, we started our Rave Girl chain of stores, which sells fashion apparel and accessories targeted at girls aged 7 to 12 years old. At November 2, 2002, there were 101 Rave Girl stores in operation throughout the United States and Puerto Rico. Our Rave Girl stores are approximately 2,000 gross square feet and are designed with bright colors, unique lighting and exciting graphics. Results of Operations Comparison of The Third Quarter of Fiscal 2003 and The Third Quarter of Fiscal 2002 Net sales increased $6.8 million or 7.5% to $97.4 million in the third quarter of fiscal 2003 as compared to $90.6 million in the third quarter of fiscal 2002. The increase in net sales was due to a $1.1 million, or 1.2% increase in same store sales compared to the third quarter of fiscal 2002 and the opening of new stores, which contributed $5.7 million to net sales in the third quarter of fiscal 2003. Average sales per gross square foot increased 1.4% to $72 in the third quarter of fiscal 2003 from $71 in the third quarter of fiscal 2002. We operated 574 stores at the end of the third quarter of fiscal 2003 as compared to 543 stores at the end of the third quarter of fiscal 2002, as a result of opening 46 new stores and closing 15 stores. Cost of sales, including occupancy costs, increased 8.8% to $61.5 million in the third quarter of fiscal 2003 from $56.5 million in the third quarter of fiscal 2002. As a percentage of net sales, cost of sales including occupancy costs, increased from 62.4% in the third quarter of fiscal 2002 to 63.1% in the third quarter of fiscal 2003. This 0.7% increase resulted from a 1.1% increase in cost of merchandise and a 0.4% decrease in occupancy costs. The increase in the cost of merchandise as a percentage of net sales was due to an increase in the markdowns as a percent of sales. Selling, general, administrative and buying expenses increased 8.0% from $30.0 million in the third quarter of fiscal 2002 to $32.4 million in the third quarter of fiscal 2003. As a percentage of net sales, these expenses marginally increased to 33.3% in the third quarter of fiscal 2003 as compared to 33.1% in the third quarter of fiscal 2002. The $2.4 million increase resulted from additional selling costs related to new store openings, an increase in same store selling expenses and an increase in administrative costs. In the third quarter of fiscal 2003, the Company recorded 9 a $125,000 consulting fee with an indirect investor in G&G Retail Holdings, Inc. our parent company. The consulting agreement is effective as of January 1, 2002, and provides for an annual consulting fee of $500,000. Depreciation and amortization expense for the third quarter of fiscal 2003 was $2.7 million as compared to $3.5 million for the third quarter of fiscal 2002. The decrease is attributable to the adoption of SFAS No. 142, Goodwill and Other Intangible Assets ("SFAS 142"). Effective February 3, 2002 (the first day of fiscal 2003), the Company stopped amortizing goodwill and other intangible assets that have indefinite useful lives. The effect of implementing the non-amortization provisions of SFAS 142, for the third quarter of fiscal 2003, was a reduction of amortization expense of approximately $1.0 million. Interest expense in the third quarter of fiscal 2003 was $3.6 million or 3.7% of net sales as compared to $3.6 million or 4.0% of net sales for the third quarter of fiscal 2002. Interest expense for both the third quarter of fiscal 2003 and 2002 reflects interest on our equipment and software capital leases and our senior notes, as well as amortization of the $7.3 million original issue discount on our senior notes, the $470,000 value assigned to the warrants issued by G&G Retail Holdings, Inc., our parent company, and the deferred financing costs. The income tax benefit for the third quarter of fiscal 2003 was $1.2 million as compared to $1.3 million in the third quarter of fiscal 2002. The income tax benefit rate was 42.5% in the third quarter of fiscal 2003 as compared to 42.6% in the third quarter of fiscal 2002. The net loss decreased from $1.8 million in the third quarter of fiscal 2002 to a loss of $1.6 million in the third quarter of fiscal 2003 due to the factors discussed above. Comparison of The First Nine Months of Fiscal 2003 and The First Nine Months of Fiscal 2002 Net sales increased $26.6 million or 10% to $291.2 million in the first nine months of fiscal 2003 as compared to $264.6 million in the first nine months of fiscal 2002. The increase in net sales was due to a $13.7 million or 5.3% increase in same store sales and the opening of new stores, which contributed $12.9 million to net sales in the first nine months of fiscal 2003. Average sales per gross square foot increased 5.8% to $219 in the first nine months of fiscal 2003 from $207 in the first nine months of fiscal 2002. Cost of sales, including occupancy costs, increased 8.3% to $184.3 million in the first nine months of fiscal 2003 from $170.1 million in the first nine months of fiscal 2002. As a percentage of net sales, cost of sales including occupancy costs decreased 1.0% from 64.3% in the first nine months of fiscal 2002 to 63.3% in the first nine months of fiscal 2003. This 1.0% decrease resulted from a 0.6% decrease in the cost of merchandise and a 0.4% decrease in occupancy costs as a percent of sales. The decrease in the cost of merchandise as a percentage of net sales was due to an increase in the initial mark-on and a decrease in markdowns as a percent of sales. The occupancy cost decrease as a percent of sales resulted from an increase in same store sales. In the first nine months of fiscal 2003, selling, general, administrative and buying expenses totaled $95.1 million compared to $87.4 million in the first nine months of fiscal 2002. As a percent of sales, these expenses decreased from 33.0% in the first nine months of fiscal 2002 to 32.7% in the first nine months of fiscal 2003. The $7.7 million increase resulted from additional selling costs related to new store openings, an increase in same store selling expenses and an increase in administrative costs. In addition, the Company entered into a consulting agreement 10 with an indirect investor in G & G Retail Holdings, Inc., our parent company. The agreement is effective as of January 1, 2002, and provides for an annual consulting fee of $500,000 of which $417,000 was recorded in the first nine months of fiscal 2003. The decrease as a percent of sales resulted from an increase in same store sales. Depreciation and amortization expense for the first nine months of fiscal 2003 was $8.3 million as compared to $11.0 for the first nine months of fiscal 2002. The decrease is attributable to the adoption of SFAS No. 142, Goodwill and Other Intangible Assets ("SFAS 142"). Effective February 3, 2002 (the first day of fiscal year 2003), we stopped amortizing goodwill and other intangible assets that have indefinite useful lives. The effect of implementing the non-amortization provisions of SFAS 142 was a reduction of amortization expense of approximately $2.9 million for the first nine months of fiscal 2003. Interest expense in the first nine months of fiscal 2003 was $10.8 million or 3.7% of net sales as compared to $10.8 million or 4.1% of net sales for the first nine months of fiscal 2002. Interest expense for the first nine months of fiscal 2003 and 2002 reflects interest on our equipment and software capital leases and our senior notes, as well as amortization of the $7.3 million original issue discount on our senior notes, the $470,000 value assigned to the warrants issued by G&G Retail Holding Inc., our parent company, and the deferred financing costs. The income tax benefit for the first nine months of fiscal 2003 was $3.1 million or a 42.5% income tax benefit rate as compared to $6.2 million, or an income tax benefit rate of 42.6% for the first nine months of fiscal 2002. The net loss decreased from $8.4 million in the first nine months of fiscal 2002 to a loss of $4.1 million in the first nine months of fiscal 2003 due to the factors discussed above. Liquidity and Capital Resources Our primary sources of liquidity are cash flow from operating activities and borrowings under our revolving credit facility. Our primary cash requirements are for (i) seasonal working capital, (ii) the construction of new stores, (iii) the remodeling or upgrading of existing stores as necessary, and (iv) upgrading and maintaining our computer system. Our revolving credit facility provides for a line of credit in an amount of up to $30.0 million (including a sub limit of $10.0 million for letters of credit) and matures in May 2004. We may use the revolving credit facility for general operating, working capital and other general corporate purposes. Amounts available under the revolving credit facility are subject to the value of our eligible inventory and credit card receivables, subject to certain conditions. The borrowing base provides for seasonal fluctuations in inventory with peak borrowing availability during the months of July through November. Interest on outstanding borrowings can range either from Prime to Prime plus 0.25% or from 1.50% over the Eurodollar Rate to a maximum 2.25% over the Eurodollar Rate, based on the profitability and amount of indebtedness of the Company. The revolving credit facility subjects us to a minimum net worth (as defined) covenant of $40.0 million if excess availability under the facility is $7.5 million or less during any month. The facility also contains other customary restrictive covenants. Our obligations under the revolving credit facility are secured by a lien on substantially all of our assets, excluding our leasehold interests. As of November 2, 2002, we had no borrowings outstanding under the revolving credit facility, but had $698,000 of letters of credit outstanding. Net cash provided by operating activities in the first nine months of fiscal 2003 was $3.5 million as compared to net cash used in operating activities of $4.6 million in the first nine months of 11 fiscal 2002. The change in net cash provided by operating activities in the first nine months of fiscal 2003, as compared to the first nine months of fiscal 2002 was primarily due to our loss before benefit for income taxes decreasing by $7.4 million. Capital expenditures for the first nine months of fiscal 2003 and the first nine months of fiscal 2002 were $10.6 million and $10.4 million, respectively. Management estimates that capital expenditures for the remaining three months of fiscal 2003 will be between $2.0 million and $3.0 million. As of November 2, 2002, our capital lease obligation for the purchase of point of sale equipment and software was $3.1 million. The lease term is five years from the date the initial equipment was financed with variable interest rates, based on the purchase date. Principal and interest payments are $2.0 million, $1.9 million and $961,000 for the fiscal years ending in 2003, 2004 and 2005, respectively. We review the operating performance of our stores on an ongoing basis to determine which stores, if any, to expand or close. We closed eighteen stores in fiscal 2002, eight stores in the first nine months of fiscal 2003 and anticipate closing an additional ten stores during the remaining three months of fiscal 2003. Eleven stores were closed in the first nine months of fiscal 2002. As of November 2, 2002, we had $7.1 million in cash. We historically have maintained negligible accounts receivable balances since our customers primarily pay for their purchases with cash, checks and third-party credit cards that are promptly converted to cash. As of November 2, 2002, our indebtedness under our senior notes totaled $102.3 million, which reflects the aggregate face amount of the notes of $107.0 million, net of $4.5 million of unamortized original issue discount, and approximately $238,000 of unamortized value assigned to the warrants issued by our parent company in connection with our senior note issuance. The notes are due May 15, 2006 and bear interest at 11% per annum, which is payable semi-annually on May 15 and November 15. We have minimum lease commitments (excluding percentage rents and early termination provisions) under noncancelable operating leases as follows (in millions): Fiscal year ending in: 2003 $ 28.6 2004 24.0 2005 21.0 2006 18.2 2007 13.8 Thereafter 36.1 ----------- $141.7 ===========
We believe that our cash flow from operating activities and borrowings available under the revolving credit facility will be sufficient to meet our operating and capital expenditure requirements through the end of fiscal 2003. In addition, we believe that cash flow from operations will be sufficient to cover the interest expense arising from the revolving credit facility, capital lease and our long-term debt. However, the sufficiency of our cash flow is affected by numerous factors affecting our operations, including factors beyond our control. See the "Statement Regarding Forward Looking Disclosures" below. If a "change of control" (as defined in the indenture agreement for our senior notes) occurs, we will be required under the indenture to offer to repurchase all the notes. However, we may not 12 have sufficient funds at the time of the change of control to make the required repurchases, or restrictions in our revolving credit facility may prohibit the repurchases. We may not be able to raise enough money to finance the change of control offer required by the indenture related to the senior notes. If there is a change in control, we could be in default under the indenture. In addition, upon a change of control (as defined in our parent company's certificate of incorporation) our parent company may not have sufficient funds to redeem its preferred stock unless we pay a dividend of such amount to it. Critical Accounting Policies The preparation of the foregoing condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. These estimates and assumptions are based on management's judgment and available information and, consequently, actual results could be different from these estimates. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended February 2, 2002 for a description of the Company's critical accounting policies involving significant judgment by the Company's management. Seasonality and Quarterly Operating Results Our fourth fiscal quarter historically accounts for the largest percentage of our annual net sales. Our first fiscal quarter historically accounts for the smallest percentage of annual net sales. In fiscal 2002, our first quarter and fourth quarter accounted for approximately 22.2% and 30.4% of annual net sales, respectively. Our quarterly results of operations may also fluctuate significantly as a result of a variety of factors, including the timing of store openings, the amount of revenue contributed by new stores, changes in the mix of products sold, the timing and level of markdowns, the timing of store closings and expansions, competitive factors, weather fluctuations and general economic conditions. Inflation We do not believe that inflation has had a material effect on the results of operations during the past three fiscal years. However, our business may be affected by inflation in the future. Statement Regarding Forward Looking Disclosure Certain sections of this Report, including the preceding "Management's Discussion and Analysis of Financial Condition and Results of Operations," contain various forward looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, which represent our expectations or beliefs concerning future events. We caution that these statements are further qualified by important factors that could cause actual results to differ materially from those in the forward looking statements, including, without limitation, our ability to expand and to increase comparable store sales, the sufficiency of our working capital and cash flows from operating activities, a decline in the demand for our merchandise, our ability to locate and obtain acceptable store sites and lease terms or renew existing leases, our ability to gauge the fashion tastes of our customers and provide merchandise 13 that satisfies customer demand, our management's ability to manage expansion, the effect of economic conditions, changes in customer shopping habits, including the effect that the September 11, 2001 terrorist attacks had on the United States and events following the attacks may have on mall shopping, the effect of severe weather or natural disasters and the effect of competitive pressures from other retailers. For a discussion of these and other factors that could cause results to differ from the expectations and projections expressed in this report, see the Forward Looking Statements and Factors Affecting Future Performance section of the Company's Annual Report on Form 10-K for the fiscal year ended February 2, 2002, filed with the Securities and Exchange Commission on May 2, 2002. Item 3. Quantitative and Qualitative Disclosures about Market Risk Not applicable Item 4. Controls and Procedures Within the 90-day period prior to the filing date of this report, an evaluation was carried out under the supervision and with the participation of the Company's management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, the CEO and CFO have concluded that the Company's disclosure controls and procedures are effective to ensure that material information relating to the Company and its consolidated subsidiaries is made known to them, particularly during the period when our periodic reports are being prepared. Subsequent to the date of management's evaluation, there were no significant changes in the Company's internal controls or in other factors that could significantly affect the internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. 14 Part II. Other Information Item 6 - Exhibits and Reports on Form 8-K: -------------------------------- (a) Exhibits 3.01 Certificate of Incorporation of G+G Retail, Inc., incorporated by reference to the registrant's Registration Statement on Form S-4, declared effective by the SEC on October 4, 1999 (File No. 333-81307) (the "S-4"). 3.02 Amended and Restated By-Laws of G+G Retail, Inc., incorporated by reference to the S-4. 4.01 Indenture, dated as of May 17, 1999, by and between G+G Retail, Inc., as issuer, and U.S. Bank Trust National Association, as trustee, incorporated by reference to the S-4. 4.02 Form of 11% Senior Note due 2006 of G+G Retail, Inc., incorporated by reference to the S-4. 4.03 A/B Exchange Registration Rights Agreement, dated as of May 17, 1999, by and between G+G Retail, Inc. and U.S. Bancorp Libra, incorporated by reference to the S-4. 10.01 Amendment No. 4 to Employment Agreement, dated as of January 22, 2001, by and between G+G Retail, Inc. and Jay Galin. 10.02 Amendment No. 4 to Employment Agreement, dated as of January 22, 2001, by and between G+G Retail, Inc. and Scott Galin. 10.03 Agreement, dated September 11, 2002, between G+G Retail, Inc. and Pegasus Investors, L.P. 99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (b) Reports on Form 8-K None 15 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 thereunto duly authorized. G+G RETAIL, INC. December 16, 2002 By /s / Michael Kaplan ------------------------------------------- Michael Kaplan, Chief Financial Officer (signing on behalf of the registrant and as principal financial officer) 16 CERTIFICATION PURSUANT TO RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Jay Galin, Chief Executive Officer of G+G Retail, Inc., certify that: 1. I have reviewed this quarterly report on Form 10-Q of G+G Retail, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a.) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b.) Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c.) Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a.) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b.) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated: December 16, 2002 /s/ Jay Galin ------------------------------ Jay Galin Chief Executive Officer 17 CERTIFICATION PURSUANT TO RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Michael Kaplan, Chief Financial Officer of G+G Retail, Inc., certify that: 1. I have reviewed this quarterly report on Form 10-Q of G+G Retail, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a.) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b.) Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c.) Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a.) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b.) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated: December 16, 2002 /s/ Michael Kaplan ------------------------------- Michael Kaplan Chief Financial Officer 18 EXHIBIT INDEX
Exhibit Description ------- ------------ 3.01 Certificate of Incorporation of G+G Retail, Inc., incorporated by reference to the registrant's Registration Statement on Form S-4, declared effective by the SEC on October 4, 1999 (File No. 333-81307) (the "S-4"). 3.02 Amended and Restated By-Laws of G+G Retail, Inc., incorporated by reference to the S-4. 4.01 Indenture, dated as of May 17, 1999, by and between G+G Retail, Inc., as issuer, and U.S. Bank Trust National Association, as trustee, incorporated by reference to the S-4. 4.02 Form of 11% Senior Note due 2006 of G+G Retail, Inc., incorporated by reference to the S-4. 4.03 A/B Exchange Registration Rights Agreement, dated as of May 17, 1999, by and between G+G Retail, Inc. and U.S. Bancorp Libra, incorporated by reference to the S-4. 10.01 Amendment No. 4 to Employment Agreement, dated as of January 22, 2001, by and between G+G Retail, Inc. and Jay Galin. 10.02 Amendment No. 4 to Employment Agreement, dated as of January 22, 2001, by and between G+G Retail, Inc. and Scott Galin. 10.03 Agreement, dated September 11, 2002, between G+G Retail, Inc. and Pegasus Investors, L.P. 99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
19 EX-10 3 ex10-01.txt EXHIBIT 10.01 Exhibit 10.01 AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT AMENDMENT No. 4 dated as of September 11, 2002 ("Amendment No. 4") to the Employment Agreement dated August 28, 1998 as amended November 30, 1998, August 8, 2000 and January 2001 (the "Employment Agreement") by and between G+G Retail, Inc., a Delaware corporation (the "Company"), and Jay Galin, an individual resident at 211 East 70th Street, New York, New York 10021 (the "Executive"). The Company desires to provide for the Executive's continued employment with the Company and the Executive wishes to accept such continued employment upon the terms and subject to the conditions set forth in the Employment Agreement, as amended hereby. NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows: 5. Capitalized terms used but not defined herein shall have the meanings set forth in the Employment Agreement. 6. The term of Executive's employment under the Employment Agreement shall be extended through August 27, 2007. References in the Employment Agreement to the "Employment Period" shall mean the term of Executive's employment by the Company as extended hereby. 7. Section 2.2 of the Consulting Agreement is hereby amended and restated in its entirety to read as follows: "2.2 Term Subject to earlier termination pursuant to Section 4, this Agreement shall commence on the date hereof and shall continue until August 27, 2007 (the "Consultation Period")." 8. Section 4.1 of the Employment Agreement and Section 4.1 of the Consulting Agreement are each hereby amended to add a new clause (e) which shall read as follows: "(e) upon termination by Executive [Consultant] within one year following a "Change of Control" (as defined in Section 4.4A), such termination to be effective as of the date specified in Section 4.4A. (References above to the term "Executive" shall be deemed to apply with respect to the Employment Agreement and references to the term "Consultant" shall be deemed to apply with respect to the Consulting Agreement.) 9. Section 4 of the Employment Agreement and Section 4 of the Consulting Agreement are each hereby amended to add a new Section 4.4A which shall read as follows: "4.4A Definition of "Change of Control" A "Change of Control" shall have the meaning ascribed in Section 4(b)(ii)(1) of Part B of Article Fourth of the Restated Certificate of Incorporation of the Parent Company (which shall be deemed incorporated by reference as if fully set forth herein). A termination of employment by Executive [Consultant] following the occurrence of a Change of Control shall be deemed effective as of the date which is 30 days following written notice thereof given by the Executive [Consultant] to the Company." (References above to the term "Executive" shall be deemed to apply with respect to the Employment Agreement and references to the term "Consultant" shall be deemed to apply with respect to the Consulting Agreement.) 10. Section 4.5(a) of the Employment Agreement is hereby amended and restated in its entirety to read as follows: "(a) Termination by the Executive for Good Reason or by the Company Without Cause. Subject to Section 4.5(e) below, in the event that, during the Employment Period, the Executive terminates his employment with the Company for Good Reason, or the Company terminates the Executive's employment without Cause, then the Executive shall receive from the Company (as severance pay and liquidated damages, in lieu of any other rights or remedies which might otherwise by available to him under this Agreement, and to the extent permitted by law, without any obligation on the Executive's part to mitigate damages by seeking other employment or performance of other services) the amounts set forth, and payable as in the manner provided in either clause (x) or (y) below, as Executive shall elect. Executive's election to receive the amount in either clause (x) or (y) below shall be set forth in a written "Notice of Election of Remedy" given to the Company not less than 15 days following the date on which Executive receives notice from the Company of a termination without Cause or the date on which Executive has given notice to the Company of a termination for Good Reason, as the case may be. Each such notice shall be given in the manner provided in Section 7.7 below. (x) $2,750,000 paid in a one-time lump sum within 30 days following the effective date of termination of Executive's employment; or (y) $3,850,000 paid in 30 equal monthly installments, commencing on the first business day of the calendar month next following the effective date of termination of Executive's employment and on the first business day of each of the next 29 months thereafter. In case of any dispute as to the propriety of the termination of the Executive's employment by the Company, the Company agrees to continue to provide to the Executive all of the cash compensation and benefits that would be payable to the Executive pursuant to the Employment Agreement pending final resolution of such dispute; the Executive shall be entitled to such legal or equitable damages or relief as may be available to enforce his rights hereunder; and the Executive shall be obligated to reimburse the Company for all such compensation and benefits if it is finally determined that he was not entitled thereto. If such termination is determined to be improper, the Company agrees to pay to the Executive, all of his attorney's fees and expenses arising from such dispute." 11. Section 4.5(a) of the Consulting Agreement is hereby amended and restated in its entirety to read as follows: (a) Termination by the Consultant for Good Reason or by the Company Without Cause. Subject to Section 4.5(e) below, in the event that during the first 180 days of the Consultation Period, the Consultant terminates his engagement with the Company for Good Reason, or the Company terminates the Consultant's engagement without Cause, then the Consultant shall receive from the Company (as liquidated damages, in lieu of any other rights or remedies which might otherwise by available to him under this Agreement, and to the extent permitted by law, without any obligation on the Consultant's part to mitigate damages by seeking other engagements or otherwise and without any offset for any compensation earned as a result of any such other engagements or performance of other services) the amounts set forth in (and payable in the manner provided in) either clause (x) or (y) below, as the Consultant shall elect. Consultant's election to receive the amount in either clause (x) or (y) below shall be set forth in a written "Notice of Election of Remedy" given to the Company not less than 15 days following the date on which Consultant receives notice from the Company of a termination without Cause or the date on which Consultant has given notice to the Company of a termination for Good Reason, as the case may be. Each such notice shall be given in the manner provided in Section 7.7 below. (x) $2,750,000 paid in a one-time lump sum within 30 days following the date of termination of Consultant's engagement; (y) $3,850,000 paid in 30 equal monthly installments, commencing on the first business day of the calendar month next following the effective date of termination of Executive's employment and on the first business day of each of the next 29 months thereafter. In the event that after the first 180 days of the Consultation Period, the Consultant terminates his engagement with the Company for Good Reason, or the Company terminates the Consultant's engagement without Cause, then the Consultant shall receive from the Company (as liquidated damages, in lieu of any other rights or remedies which might otherwise by available to him under this Agreement, and to the extent permitted by law, without any obligation on the Consultant's part to mitigate damages by seeking other engagement or otherwise and without any offset for any compensation earned as a result of any such other engagements or performance of other services) the amounts set forth in (and payable in the manner provided in) clauses (xx) and (yy) below, as the Consultant shall elect. Consultant's election to receive the amount in either clauses (xx) or (yy) shall be set forth in a written "Notice of Election of Remedy" given to the Company not less than 30 days following the date on which Consultant receives notice from the Company of a termination without Cause or the date on which Consultant has given notice to the Company of a termination for Good Reason, as the case may be. Each such notice shall be given in the manner provided in Section 7.7, below. (xx) $1,375,000 paid in a one-time lump sum within 30 days following the date of termination of Consultant's engagement; (yy) $1,925,000 paid in 30 equal monthly installments, commencing on the first business day of the calendar month next following the effective date of termination of Executive's employment and on the first business day of each of the next 29 months thereafter. In case of any dispute as to the propriety of the termination of the Consultant's employment by the Company, the Company agrees to continue to provide to the Consultant all of the cash compensation and benefits that would be payable to the Consultant pursuant to the Consulting Agreement pending final resolution of such dispute; the Consultant shall be entitled to such legal or equitable damages or relief as may be available to enforce his rights hereunder; and the Consultant shall be obligated to reimburse the Company for all such compensation and benefits if it is finally determined that he was not entitled thereto. If such termination is determined to be improper, the Company agrees to pay to the Consultant all of his attorney's fees and expenses arising from such dispute." 12. Section 4.5(d) of the Employment Agreement is hereby amended and restated by deleting the proviso contained therein and, accordingly, such provision shall read in its entirety as follows: "4.5 Termination upon Death. In the event that the Executive shall die during the Employment Period, or as a result of a Disability, the Company shall pay to the Executive's Designated Beneficiary, the Salary and Bonus Compensation otherwise payable to the Executive pursuant to Section 3 above for a period of one year following the date of Executive's death." Section 4.5(d) of the Consulting Agreement is hereby amended and restated by deleting the proviso contained therein and, accordingly, such provision shall read in its entirety as follows: "4.5 Termination upon Death. In the event that the Consultant shall die during the Consultation Period, or as a result of a Disability, the Company shall pay to the Consultant's Designated Beneficiary, the Consultation Fees otherwise payable to the Executive pursuant to Section 3 above for a period of one year following the date of the Consultant's death." 13. Section 4.5 of the Employment Agreement is hereby amended (i) to redesignate clause (e) of such Section as clause (f), and (ii) to add a new clause (e) which shall read as follows: "(e) Termination upon a Change of Control. If, during the Employment Period, Executive terminates his employment following a Change of Control pursuant to clause (e) of Section 4.1, or if the Company terminates Executive's employment without Cause or Executive terminates his employment for Good Reason within one year following a Change of Control, then, in any such case, notwithstanding the provisions of Section 4.5(a), Executive shall receive from the Company (as severance pay and liquidated damages, in lieu of any other rights or remedies which might otherwise be available to him under this Agreement, and to the extent permitted by law, without any obligation on the Executive's part to mitigate damages by seeking other employment or otherwise and without any offset for any compensation earned as a result of any such other employment or performance of other services) the amounts set forth in (and payable in the manner provided in) either clause (r) or (s) below, as the Consultant shall elect. Consultant's election to receive the amount in either clause (r) or (s) below shall be set forth in a written "Notice of Election of Remedy" given to the Company concurrently with Consultant's election to terminate his engagement following a Change of Control (whether such termination is pursuant to clause (e) of Section 4.1 or for Good Reason) or not later than 15 days following the date on which Consultant receives notice from the Company of its election to terminate Consultant's engagement without Cause, as the case may be. Each such notice shall be given in the manner provided in Section 7.7 below. (r) $3,025,000 paid in a one-time lump sum within 30 days following the date of termination of Consultant's engagement; (s) $3,575,000 paid in 30 equal monthly installments, commencing on the first business day of the calendar month next following the effective date of termination of Executive's employment and on the first business day of each of the next 29 months thereafter. Section 4.5 of the Consulting Agreement is hereby amended (i) to redesignate clause (e) of such Section as clause (f), and (ii) to add a new clause (e) which shall read as follows: If, during the Consultation Period, Consultant terminates his engagement following a Change of Control pursuant to clause (e) of Section 4.1, or if the Company terminates Consultant's engagement without Cause or Consultant terminates his engagement for Good Reason within one year following a Change of Control, then, in any such case, notwithstanding the provisions of Section 4.5(a), Consultant shall receive from the Company (as liquidated damages, in lieu of any other rights or remedies which might otherwise be available to him under this Agreement, and to the extent permitted by law, without any obligation on the Consultant's part to mitigate damages by seeking other engagements or otherwise and without any offset for any compensation earned as a result of the performance of other services) the following amount: (i) if termination of the Consultant's engagement occurs during the first 180 days of the Consultation Period, the amounts set forth in (and payable in the manner provided in) either clause (r) or (s) below, as the Consultant shall elect. Consultant's election to receive the amount in either clause (r) or (s) below shall be set forth in a written "Notice of Election of Remedy" given to the Company concurrently with Consultant's election to terminate his engagement following a Change of Control (whether such termination is pursuant to clause (e) of Section 4.1 or for Good Reason) or not later than 15 days following the date on which Consultant receives notice from the Company of its election to terminate Consultant's engagement without Cause, as the case may be. Each such notice shall be given in the manner provided in Section 7.7 below. (r) $3,025,000 paid in a one-time lump sum within 30 days following the date of termination of Consultant's engagement; (s) $3,575,000 paid in 30 equal monthly installments, commencing on the first business day of the calendar month next following the effective date of termination of Executive's employment and on the first business day of each of the next 29 months thereafter. (ii) if termination of the Consultant's engagement occurs after the first 180 days of the Consulting Period, the amounts set forth in (and payable in the manner provided in) either clause (rr) or (ss) below, as the Consultant shall elect. Consultant's election to receive the amount in either clause (rr) or (ss) below shall be set forth in a written "Notice of Election of Remedy" given to the Company concurrently with Consultant's election to terminate his engagement following a Change of Control (whether such termination is pursuant to clause (e) of Section 4.1 or for Good Reason) or not later than 30 days following the date on which Consultant receives notice from the Company of its election to terminate Consultant's engagement without Cause, as the case may be. Each such notice shall be given in the manner provided in Section 7.7 below. (rr) $1,512,500 paid in a one-time lump sum within 30 days following the date of termination of Consultant's engagement; (ss) $1,787,500 paid in 30 equal monthly installments, commencing on the first business day of the calendar month next following the effective date of termination of Executive's employment and on the first business day of each of the next 29 months thereafter. The following provisions shall be deemed incorporated in clause (e) of Section 4.5 of each of the Employment Agreement and the Consulting Agreement: Notwithstanding the foregoing, in the event it is determined that (i) part or all of the compensation and benefits to be paid to the Executive (Consultant) under this Agreement and outside of this Agreement constitute "parachute payments" under Section 280G of the Code, and (ii) the payment of benefits under this Agreement will cause the Executive (Consultant) to incur excise tax under Section 4999 of the Code, the following limitation shall apply: If the aggregate present value of such parachute payments (the "Parachute Amount") equals or exceeds 2.99 times the Executive's (Consultant's) Base Amount, then the amounts otherwise payable to or for the benefit of the Executive (Consultant) pursuant to this Agreement, and taken into account in calculating the Parachute Amount, shall be reduced, as further described below, to the extent necessary so that the Parachute Amount is equal to 2.99 times the Executive's (Consultant's) "Base Amount". As a result of the uncertainty in the application of Section 280G of the Code at the time of a determination hereunder, it is possible that payments will be made by the Company which should not have been made in view of the foregoing limitation ("Overpayment"). In the event that there is a final determination by the Internal Revenue Service, or a final determination by a court of competent jurisdiction, that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to the Executive (Consultant) which the Executive (Consultant) shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Executive (Consultant) to the Company if and to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code." (References above to the term "Executive" shall be deemed to apply with respect to the Employment Agreement and references to the term "Consultant" shall be deemed to apply with respect to the Consulting Agreement.) 14. Section 5.2 of the Employment Agreement and Section 5.2 of the Consulting Agreement are each hereby amended to add new clauses (e) and (f) which shall read as follows: "(e) If the Board of Directors of the Parent Company shall authorize, propose, enter into negotiations with respect to or approve a Sale Transaction of the type described in Section 2(b)(3) of Section FOURTH Part A of the Restated Certificate of Incorporation of the Parent Company, Executive [Consultant] shall use Executive's best efforts to assist in the Sale Transaction process, provide full access to information and facilities of the Company and otherwise fully cooperate in connection with any such Sale Transaction or in the transition of Executive's [Consultant's] duties hereunder, as the Employment Committee of the Board of Directors of the Company shall reasonably request, provided, however, that nothing herein shall be deemed to require Executive [Consultant] to refrain from terminating his employment [engagement] with the Company following a Change of Control pursuant to clause (e) of Section 4.1, and Executive [Consultant] may disclose to any interested party in connection with a Sale Transaction his intention to terminate his employment following completion of any such Sale Transaction." "(f) Executive acknowledges his obligations pursuant to Section 2.6(b) of that certain Stockholders Agreement, dated August 28, 2002, among the Parent Company, Pegasus G&G Retail, L.P., Pegasus Partners, L.P., Pegasus Related Partners, L.P., Executive, Scott Galin and other management stockholders of the Parent Company set forth on Schedule 1 thereto and, without in any way limiting his obligations under such Stockholders Agreement, hereby agrees to fully satisfy his obligations arising under such Section 2.6(b)." (References above to the term "Executive" shall be deemed to apply with respect to the Employment Agreement and references to the term "Consultant" shall be deemed to apply with respect to the Consulting Agreement.) 15. Except as specifically amended above, the Employment Agreement shall continue to be in full force and effect and is hereby ratified and confirmed in all respects. 16. This Amendment No. 4 shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of laws principles. 17. This Amendment No. 4 may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Amendment No. 4 and all of which, when taken together, shall be deemed to constitute one and the same agreement. IN WITNESS WHEREOF, the parties hereto have entered into this Amendment No. 4 on the date and year first above written. G+G RETAIL, INC. By:/s/ Scott Galin ____________________________________________ Scott Galin President and Chief Operating Officer /s/ Jay Galin _______________________________________________ Jay Galin EX-10 4 ex10-02.txt EXHIBIT 10.02 Exhibit 10.02 AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT AMENDMENT No. 4 dated as of September 11, 2002 ("Amendment No. 4") to the Employment Agreement dated August 28, 1998 as amended November 30, 1998, January 18, 2000 and January 22, 2001 (the "Employment Agreement") by and between G+G Retail, Inc., a Delaware corporation (the "Company"), and Scott Galin, an individual resident at 65 Harbor Lane, Roslyn Harbor, New York 11576 (the "Executive"). The Company desires to provide for the Executive's continued employment with the Company and the Executive wishes to accept such continued employment upon the terms and subject to the conditions set forth in the Employment Agreement, as amended hereby. NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows: 18. Capitalized terms used but not defined herein shall have the meanings set forth in the Employment Agreement. 19. The term of Executive's employment under the Employment Agreement shall be extended through August 27, 2007. References in the Employment Agreement to the "Employment Period" shall mean the term of Executive's employment by the Company as extended hereby. 20. Section 3.1(a) of the Employment Agreement is amended and restated in its entirety to read as follows: "(a) Salary. The Executive shall continue to be paid an annual salary of $900,000 ("Salary") which shall be payable in equal periodic installments according to the Company's customary payroll practices, but no less frequently than monthly. On each anniversary of the commencement of the Employment Period after the date hereof, the Executive's annual salary shall be increased by $25,000." Executive's Salary shall not hereafter be automatically adjusted as previously required pursuant to Section 3.1(a) of this Agreement in the event that Executive becomes the Chief Executive Officer of the Company pursuant to Section 2.3(b), and no additional Salary shall hereafter be paid to Executive in annual lump sum installments as previously required pursuant to Paragraph 2 of Amendment No. 3 to this Agreement. 21. Section 4.1 of the Employment Agreement is hereby amended to add a new clause (e) which shall read as follows: "(e) upon termination by Executive within one year following a "Change of Control" (as defined in Section 4.4A), such termination to be effective as of the date specified in Section 4.4A. 22. Section 4 of the Employment Agreement is hereby amended to add a new Section 4.4A which shall read as follows: "4.4A Definition of "Change of Control" A "Change of Control" shall have the meaning ascribed in Section 4(b)(ii)(1) of Part B of Article Fourth of the Restated Certificate of Incorporation of the Parent Company (which shall be deemed incorporated by reference as if fully set forth herein). A termination of employment by Executive following the occurrence of a Change of Control shall be deemed effective as of the date which is 30 days following written notice thereof given by the Executive to the Company. 23. Section 4.5(a) of the Employment Agreement is amended and restated in its entirety to read as follows: "(a) Termination by the Executive for Good Reason or by the Company Without Cause. Subject to Section 4.5(e) below, in the event that during the Employment Period, the Executive terminates his employment with the Company for Good Reason, or the Company terminates the Executive's employment without Cause, then the Executive shall receive from the Company (as severance pay and liquidated damages, in lieu of any other rights or remedies which might otherwise by available to him under this Agreement, and to the extent permitted by law, without any obligation on the Executive's part to mitigate damages by seeking other employment or performance of other services) the amounts set forth in (and payable in the manner provided in) either clause (x) or (y) below, as the Executive shall elect. Executive's election to receive the amount in either clause (x) or (y) below shall be set forth in a written "Notice of Election of Remedy" given to the Company not less than 15 days following the date on which Executive receives notice from the Company of a termination without Cause or the date on which the Executive has given notice to the Company of a termination for Good reason, as the case may be. Each such notice shall be given in the manner provided in Section 7.7 below. (x) $2,250,000 paid in a one-time lump sum payment within 30 days following the effective date of termination of Executive's employment; or (y) $3,150,000 paid in 30 equal monthly installments, commencing on the first business day of the calendar month next following the effective date of termination of Executive's employment and on the first business day of each of the next 29 months thereafter. In case of any dispute as to the propriety of the termination of the Executive's employment by the Company, the Company agrees to continue to provide to the Executive all of the cash compensation and benefits that would be payable to the Executive pursuant to the Employment Agreement pending final resolution of such dispute; the Executive shall be entitled to such legal or equitable damages or relief as may be available to enforce his rights hereunder; and the Executive shall be obligated to reimburse the Company for all such compensation and benefits if it is finally determined that he was not entitled thereto. If such termination is determined to be improper, the Company agrees to pay to the Executive all of his attorney's fees and expenses arising from such dispute." 24. Section 4.5 of the Employment Agreement is hereby amended (i) to redesignate clause (e) of such Section as clause (f), and (ii) to add a new clause (e) which shall read as follows: "(e) Termination upon a Change of Control. If, during the Employment Period, Executive terminates his employment following a Change of Control pursuant to clause (e) of Section 4.1, or if the Company terminates Executive's employment without Cause or Executive terminates his employment for Good Reason within one year following a Change of Control, then, in any such case, notwithstanding the provisions of Section 4.5(a), Executive shall receive from the Company (as severance pay and liquidated damages, in lieu of any other rights or remedies which might otherwise be available to him under this Agreement, and to the extent permitted by law, without any obligation on the Executive's part to mitigate damages by seeking other employment or otherwise and without any offset for any compensation earned as a result of any such other employment or performance of other services) the amounts set forth in (and payable in the manner provided in) either clause (r) or (s) below, as the Executive shall elect. Executive's election to receive the amount in either clause (r) or (s) below shall be set forth in a written "Notice of Election of Remedy" given to the Company concurrently with notice of Executive's election to terminate his employment following a Change of Control (whether such termination is pursuant to clause (e) of Section 4.1 or for Good Reason or otherwise), or not later than 15 days following the date on which Executive receives notice from the Company of its election to terminate Executive's employment without Cause, as the case may be. Each such notice shall be given in the manner provided in Section 7.7 below. (r) $2,475,000 paid in a one-time lump sum payment within 30 days following the effective date of termination of Executive's employment; or (s) $2,925,000 paid in 30 equal monthly installments, commencing on the first business day of the calendar month next following the effective date of termination of Executive's employment and on the first business day of each of the next 29 months thereafter. Notwithstanding the foregoing, in the event it is determined that (i) part or all of the compensation and benefits to be paid to the Executive under this Agreement and outside of this Agreement constitute "parachute payments" under Section 280G of the Code, and (ii) the payment of benefits under this Agreement will cause the Executive to incur excise tax under Section 4999 of the Code, the following limitation shall apply: If the aggregate present value of such parachute payments (the "Parachute Amount") equals or exceeds 2.99 times the Executive's Base Amount, then the amounts otherwise payable to or for the benefit of the Executive pursuant to this Agreement, and taken into account in calculating the Parachute Amount, shall be reduced, as further described below, to the extent necessary so that the Parachute Amount is equal to 2.99 times the Executive's "Base Amount". As a result of the uncertainty in the application of Section 280G of the Code at the time of a determination hereunder, it is possible that payments will be made by the Company which should not have been made in view of the foregoing limitation ("Overpayment"). In the event that there is a final determination by the Internal Revenue Service, or a final determination by a court of competent jurisdiction, that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to the Executive which the Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Executive to the Company if and to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code." 25. Section 5.2 of the Employment Agreement is hereby amended to add new clauses (e) and (f) which shall read as follows: "(e) If the Board of Directors of the Parent Company shall authorize, propose, enter into negotiations with respect to or approve a Sale Transaction of the type described in Section 2(b)(3) of Section FOURTH Part A of the Restated Certificate of Incorporation of the Parent Company, Executive shall use Executive's best efforts to assist in the Sale Transaction process, provide full access to information and facilities of the Company and otherwise fully cooperate in connection with any such Sale Transaction or in the transition of Executive's duties hereunder, as the Employment Committee of the Board of Directors of the Company shall reasonably request, provided, however, that nothing herein shall be deemed to require Executive to refrain from terminating his employment with the Company following a Change of Control pursuant to clause (e) of Section 4.1, and Executive may disclose to any interested party in connection with a Sale Transaction his intention to terminate his employment following completion of any such Sale Transaction." "(f) Executive acknowledges his obligations pursuant to Section 2.6(b) of that certain Stockholders Agreement, dated August 28, 2002, among the Parent Company, Pegasus G&G Retail, L.P., Pegasus Partners, L.P., Pegasus Related Partners, L.P., Jay Galin, Executive and other management stockholders of the Parent Company set forth on Schedule 1 thereto and, without in any way limiting his obligations under such Stockholders Agreement, hereby agrees to fully satisfy his obligations arising under such Section 2.6(b)." 26. Except as specifically amended above, the Employment Agreement is and shall continue to be in full force and effect and is hereby ratified and confirmed in all respects. 27. This Amendment No. 4 shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of laws principles. 28. This Amendment No. 4 may be executed in one or more counterparts, each of which shall be deemed to be an original copy of this Amendment No. 4 and all of which, when taken together, shall be deemed to constitute one and the same agreement. IN WITNESS WHEREOF, the parties hereto have entered into this Amendment No. 4 on the date and year first above written. G+G RETAIL, INC. By:/s/ Jay Galin ________________________________________ Jay Galin Chairman and Chief Executive Officer /s/ Scott Galin ___________________________________________ Scott Galin EX-10 5 ex10-03.txt EXHIBIT 10.03 Exhibit 10.03 G+G RETAIL, INC. 520 Eighth Avenue New York, NY 10018 September 11, 2002 Pegasus Investors, L.P. 99 River Road Cos Cob, CT 06807 Gentlemen: As contemplated by Section 4.8 of that certain Stockholders Agreement, dated August 28, 1998, among G&G Retail Holdings, Inc. ("Holdings"), Pegasus G&G Retail, L.P., Pegasus Partners, L.P., Pegasus Related Partners, L.P., Jay Galin, Scott Galin and other management stockholders of Holdings set forth on Schedule 1 thereto, we have agreed that Pegasus Investors, L.P. ("Pegasus") will provide consulting services to G+G Retail, Inc. ("G+G") including (a) strategic planning, (b) identification of financing, acquisition and divestiture opportunities, (c) assistance with respect to matters of cash management, treasury and financial controls, and (d) other financial matters in which Pegasus has expertise, in each case as the management of G+G may reasonably request from time to time. As compensation for such services, G+G will pay to Pegasus an annual fee of $500,000 (the "Annual Consulting Fee") for the calendar year 2002 and for each calendar year thereafter. Subject to the following paragraph, the Annual Consulting Fee will be accrue for the benefit of Pegasus as follows: (i) for calendar year 2002, $375,000 on September 30, 2002 and $125,000 on December 31, 2002 and (ii) for each calendar year following 2002, four installments of $125,000 on each of March 31, June 30, September 30 and December 31 of such year. The Annual Consulting Fee shall be paid by G+G to Pegasus as follows: $375,000 on September 30 of each year, commencing September 30, 2002, and $125,000 on December 31 of each year, commencing December 31, 2002. Payment of the Annual Consulting Fee is contingent upon and subject to the prohibitions and restrictions provided for in each of (i) the Indenture, dated as of May 17, 1999, by and between G+G and U.S. Bank Trust NA, as Trustee, relating to G+G's 11% Senior Notes due 2006 and (ii) the Loan and Security Agreement, dated May 2, 2001, between the CIT Group/Business Credit, Inc. and G+G Retail, Inc. (each being a "Restricting Agreement"), and any amendment, modification, or replacement of or to a Restricting Agreement. If a Restricting Agreement shall prohibit or restrict G+G from paying all or any portion of the Annual Consulting Fee, Pegasus' entitlement to such prohibited or restricted payments shall continue to accrue, on a cumulative basis, and G+G will pay such amounts, plus interest accruing at an annual rate equal to the prime rate as of the date when such payment was due and payable, if and when the Restricting Agreement allows any such payment. Notwithstanding anything herein to the contrary, this letter agreement shall terminate upon consummation or completion of (i) a "Sale Transaction", as defined in subsection 2(b)(3) of Section FOURTH Part A of Holdings' Amended and Restated Certificate of Incorporation or (ii) a "Qualified Public Offering", as defined in the Stockholders Agreement, dated August 28, 1998, by and among Holdings, Pegasus, Pegasus G&G Retail, L.P., Pegasus Related Partners, L.P. and G&G Shops, Inc. Upon termination of this letter agreement, (a) the next scheduled Annual Consulting Fee shall be pro-rated through and including the date of termination and (b) G+G shall immediately pay to Pegasus all accrued but unpaid payments due hereunder. G+G represents and warrants that no Restrictive Agreement currently prohibits, and no facts or circumstances exist to G+G's knowledge that would reasonably be expected to result in a Restrictive Agreement prohibiting, the payment of the Annual Consulting Fee on September 30, 2002. Please acknowledge your agreement with the foregoing by signing below where indicated. Very truly yours, G+G RETAIL, INC. By:/s/ Scott Galin ____________________________________________ Name: Scott Galin Title: President and Chief Operating Officer Agreed to and accepted: PEGASUS INVESTORS, L.P. By: Pegasus Investors GP, Inc., its general partner By:/s/ Jonathan Berger ________________________________ Name: Jonathan Berger Title: Vice President EX-99 6 ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of G+G Retail, Inc. (the "Company") on Form 10-Q for the period ending November 2, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jay Galin, Chief Executive Officer of the Company certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ Jay Galin __________________________________ Jay Galin Chief Executive Officer December 16, 2002 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of G+G Retail, Inc. (the "Company") on Form 10-Q for the period ending November 2, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael Kaplan, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ Michael Kaplan __________________________________ Michael Kaplan Chief Financial Officer December 16, 2002 -----END PRIVACY-ENHANCED MESSAGE-----