UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 2, 2015
G-III APPAREL GROUP, LTD.
(Exact name of registrant as specified in its charter)
| Delaware | 0-18183 | 41-1590959 |
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | Identification No.) |
| 512 Seventh Avenue | 10018 |
| New York, New York | (Zip Code) |
| (Address of principal executive offices) |
Registrant’s telephone number, including area code: (212) 403-0500
Not
Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On June 2, 2015, G-III Apparel Group, Ltd. (the “Company”) announced its results of operations for the first fiscal quarter ended April 30, 2015. A copy of the press release issued by the Company relating thereto is furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Shell Company Transactions
None.
(d) Exhibits.
| 99.1 | Press release of G-III Apparel Group, Ltd. issued on June 2, 2015 relating to its first quarter fiscal 2016 results. |
Limitation on Incorporation by Reference
In accordance with General Instruction B.2 of Form 8-K, the information reported under Item 2.02 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such a filing.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| G-III APPAREL GROUP, LTD. | ||
| Date: June 2, 2015 | ||
| By: | /s/ Neal S. Nackman | |
| Name: | Neal S. Nackman | |
| Title: | Chief Financial Officer | |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press release of G-III Apparel Group, Ltd. issued on June 2, 2015 relating to its first quarter fiscal 2016 results. |
Exhibit 99.1
G-III APPAREL GROUP, LTD.
| For: | G-III Apparel Group, Ltd. | |
| Contact: Investor Relations | ||
| James Palczynski | ||
| (203) 682-8229 | ||
| Neal S. Nackman, Chief Financial Officer | ||
| G-III Apparel Group, Ltd. | ||
| (212) 403-0500 |
G-III APPAREL GROUP, LTD. ANNOUNCES FIRST QUARTER FISCAL 2016 RESULTS
—Net Sales Increase 18% to a Record $433 Million—
—Results for First Quarter Surpass Guidance with Net Income of $0.15 per Diluted Share—
—Strong First Quarter Financial Performance Prompts Increase in Full-Year Guidance—
New York, New York – June 2, 2015 — G-III Apparel Group, Ltd. (NasdaqGS: GIII) today announced operating results for the first quarter of fiscal 2016. G-III’s two-for-one stock split was effective May 1, 2015 and all share and per share data have been retroactively adjusted to reflect the stock split.
For the quarter ended April 30, 2015, G-III reported that net sales grew 18% to $433.0 million compared to $366.2 million in the year-ago period. The Company’s net income for the first quarter was $6.8 million, or $0.15 per diluted share, as compared to $1.3 million, or $0.03 per diluted share, in the prior year’s comparable period.
Morris Goldfarb, G-III’s Chairman, Chief Executive Officer and President, said, “We designed and delivered compelling product and maintained good sell-throughs, in addition to building a strong order book for the upcoming fall season. Across our business, we met and exceeded plans for both sales and margins. Our performance included powerful organic growth across the full range of our wholesale businesses, led by Calvin Klein and dress businesses such as Eliza J and Vince Camuto. The momentum continued with respect to our turnaround and repositioning of the G.H. Bass business that we acquired in November 2013.”
Mr. Goldfarb concluded, “We are pleased to continue to report improved results while also delivering value to our shareholders. We are continuing to demonstrate our ability to simultaneously drive organic sales growth, further diversify our business, and enhance our profitability.”
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Outlook
The Company today revised its prior guidance for the full fiscal 2016 year ending January 31, 2016. The Company is now forecasting net sales of approximately $2.40 billion and net income between $123 million and $128 million, or a range between $2.66 and $2.76 per diluted share, compared to its previous guidance of net sales of approximately $2.37 billion and net income between $116 million and $122 million, or a range between $2.53 and $2.63 per diluted share. For the fiscal 2015 year ended January 31, 2015, net sales were $2.12 billion and net income was $110.4 million, or $2.48 per diluted share.
On an adjusted basis, excluding items resulting in other income in fiscal 2015 of $0.22 per share, net of taxes, non-GAAP net income per diluted share was $2.26 for the 2015 fiscal year.
The Company is now projecting adjusted EBITDA for fiscal 2016 to increase between 21% and 25%, to between approximately $225 million and $233 million as compared to its previous guidance of between $214 million and $224 million. Adjusted EBITDA for fiscal 2015 was $186.6 million.
For its second fiscal quarter ending July 31, 2015, the Company is forecasting net sales of approximately $470.0 million compared to $424.0 million in the comparable quarter last year. The Company is also forecasting net income for the second fiscal quarter between $6.9 million and $9.3 million, or between $0.15 and $0.20 per diluted share, compared to net income of $6.2 million, or $0.14 per diluted share, in last year’s second quarter.
Non-GAAP Financial Measures
Reconciliations of GAAP net income per share to non-GAAP net income per share and of GAAP net income to adjusted EBITDA are presented in tables accompanying the condensed financial statements included in this release and provide useful information to evaluate the Company’s operational performance. Non-GAAP net income per share and adjusted EBITDA should be evaluated in light of the Company’s financial results prepared in accordance with GAAP.
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About G-III Apparel Group, Ltd.
G-III is a leading manufacturer and distributor of outerwear, dresses, sportswear, swimwear, women's suits, women's performance wear, footwear, luggage, women's handbags, small leather goods and cold weather accessories under licensed brands, owned brands and private label brands. G-III sells swimwear, resort wear, and related accessories under our own Vilebrequin brand. G-III also sells outerwear, dresses, and performance wear under our own Andrew Marc and Marc New York brands, and has licensed these brands to select third parties in certain product categories. G-III has fashion licenses under the Calvin Klein, Kenneth Cole, Cole Haan, Guess?, Tommy Hilfiger, Jones New York, Jessica Simpson, Vince Camuto, Ivanka Trump, Ellen Tracy, Kensie, Levi's and Dockers brands. Through our team sports business, we have licenses with the National Football League, National Basketball Association, Major League Baseball, National Hockey League, Touch by Alyssa Milano and more than 100 U.S. colleges and universities. Our other owned brands include Bass, G.H. Bass, G-III Sports by Carl Banks, Eliza J, Black Rivet and Jessica Howard. G-III also operates retail stores under the Wilsons Leather, Bass, G.H. Bass & Co., Vilebrequin and Calvin Klein Performance names.
Statements concerning G-III's business outlook or future economic performance, anticipated revenues, expenses or other financial items; product introductions and plans and objectives related thereto; and statements concerning assumptions made or expectations as to any future events, conditions, performance or other matters are "forward-looking statements" as that term is defined under the Federal Securities laws. Forward-looking statements are subject to risks, uncertainties and factors which include, but are not limited to, reliance on licensed product, reliance on foreign manufacturers, risks of doing business abroad, the current economic and credit environment, the nature of the apparel industry, including changing customer demand and tastes, customer concentration, seasonality, risks of operating a retail business, customer acceptance of new products, the impact of competitive products and pricing, dependence on existing management, possible disruption from acquisitions and general economic conditions, as well as other risks detailed in G-III's filings with the Securities and Exchange Commission. G-III assumes no obligation to update the information in this release.
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G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
(NASDAQGS: GIII)
CONSOLIDATED STATEMENTS OF INCOME AND
SELECTED BALANCE SHEET DATA
(In thousands, except per share amounts)
| First Quarter Ended April 30, | ||||||||
| (Unaudited) | ||||||||
| 2015 | 2014 | |||||||
| Net sales | $ | 432,965 | $ | 366,192 | ||||
| Cost of sales | 278,538 | 236,058 | ||||||
| Gross profit | 154,427 | 130,134 | ||||||
| Selling, general and administrative expenses | 137,034 | 122,441 | ||||||
| Depreciation and amortization | 5,687 | 4,227 | ||||||
| Operating profit | 11,706 | 3,466 | ||||||
| Interest and financing charges, net | 975 | 1,709 | ||||||
| Income before taxes | 10,731 | 1,757 | ||||||
| Income tax expense | 3,971 | 668 | ||||||
| Net income | 6,760 | 1,089 | ||||||
| Add: Loss attributable to noncontrolling interest | — | 201 | ||||||
| Income attributable to G-III | $ | 6,760 | $ | 1,290 | ||||
| Net income per common share: | ||||||||
| Basic | $ | 0.15 | $ | 0.03 | ||||
| Diluted | $ | 0.15 | $ | 0.03 | ||||
| Weighted average shares outstanding: | ||||||||
| Basic | 44,965 | 40,976 | ||||||
| Diluted | 46,210 | 42,044 | ||||||
| At April 30, | ||||||||
| Selected Balance Sheet Data (in thousands): | 2015 | 2014 | ||||||
| Cash | $ | 85,708 | $ | 23,610 | ||||
| Working Capital | 565,461 | 342,618 | ||||||
| Inventory | 371,224 | 322,659 | ||||||
| Total Assets | 952,050 | 803,135 | ||||||
| Short-term Revolving Debt | — | 62,950 | ||||||
| Long-term Debt | — | 20,537 | ||||||
| Total Stockholders’ Equity | 761,155 | 526,505 | ||||||
All share and per share data have been
retroactively adjusted to reflect the Company’s
two-for-one stock split effected May 1, 2015.
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G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
RECONCILIATION OF FORECASTED AND ACTUAL
GAAP NET INCOME PER
SHARE TO
FORECASTED AND ACTUAL NON-GAAP NET INCOME PER SHARE
(Unaudited)
| Forecasted Twelve Months Ending January 31, 2016 | Actual Twelve Months Ended January 31, 2015 | |||||||
| GAAP diluted net income per common share | $ | 2.66 - $2.76 | $ | 2.48 | ||||
| Excluded from non-GAAP: | ||||||||
| Other income, net of taxes | — | (0.22 | ) | |||||
| Non-GAAP diluted net income per common share | $ | 2.66 - $2.76 | $ | 2.26 | ||||
Non-GAAP diluted net income per share is a “non-GAAP financial measure” that excludes items resulting in other income in fiscal 2015 which consists of (a) the sale of the right to operate Calvin Klein Performance stores in Asia, including the sale of the Company’s interest in a joint venture that operated Calvin Klein Performance stores in China and expenses associated with this other income incurred in the fourth quarter of fiscal 2015, (b) the reduction of a portion of the estimated contingent consideration payable in connection with the acquisition of Vilebrequin, and (c) the early extinguishment of debt due to the seller of Vilebrequin for an amount less than the principal amount of this debt. Management believes that this non-GAAP financial measure provides meaningful supplemental information regarding our performance by excluding items of other income that are not indicative of our core business operating results. Management uses this non-GAAP financial measure to assess our performance on a comparative basis and believes that it is also useful to investors to enable them to assess our performance on a comparative basis across historical periods and facilitate comparisons of our operating results to those of our competitors. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.
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G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
RECONCILIATION OF FORECASTED AND ACTUAL
NET INCOME TO
FORECASTED AND ACTUAL ADJUSTED EBITDA
(In thousands)
(Unaudited)
| Forecasted Twelve Months Ending January 31, 2016 | Actual Twelve Months Ended January 31, 2015 | |||||||
| Net income | $ | 123,000 – $128,000 | $ | 110,361 | ||||
| Other income | — | (11,488 | ) | |||||
| Depreciation and amortization | 24,500 | 20,374 | ||||||
| Interest and financing charges, net | 6,500 | 7,942 | ||||||
| Income tax expense | 71,000 – 74,000 | 59,450 | ||||||
| Adjusted EBITDA, as defined | $ | 225,000 – $233,000 | $ | 186,639 | ||||
Adjusted EBITDA is a “non-GAAP financial measure” which represents earnings before depreciation and amortization, interest and financing charges, net, and income tax expense and excludes items resulting in other income net of related expenses, in the fiscal 2015 period which consists of (a) the sale of the right to operate Calvin Klein Performance stores in Asia, including the sale of the Company’s interest in a joint venture that operated Calvin Klein Performance stores in China and expenses associated with this other income incurred in the fourth quarter of fiscal 2015, (b) the reduction of a portion of the estimated contingent consideration payable in connection with the acquisition of Vilebrequin, and (c) the early extinguishment of debt due to the seller of Vilebrequin for an amount less than the principal amount of this debt.
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