EX-99.1 2 ex-99d1.htm EX-99.1 dfbg_Ex99_1_Earnings

Exhibit 99.1

 

Centric Brands Inc. Reports Third Quarter 2018 Results

 

NEW YORK,  November 14, 2018 – Centric Brands Inc. (the “Company”) (NASDAQ: CTRC), a leading lifestyle brands collective, formerly Differential Brands Group Inc., today announced its financial results for the three months ended September 30, 2018. 

The results included below reflect the Company’s financial position and operations before it completed the acquisition (the “Transaction”) of a significant portion of Global Brands Group Holding Limited’s (Hong Kong listed: SEHK Stock Code: 787) (“GBG”) North American licensing business on October 29, 2018.

Third Quarter Financial Review

 

Total Company net sales for the third quarter of fiscal 2018 decreased 6.0% from the same quarter last year to $39.8 million. Somewhat offsetting a Wholesale segment net sales decline of 12.3% in the quarter compared to last year was strong 13.6% net sales growth in the Consumer Direct segment.  Within the Wholesale segment, Robert Graham and Hudson net sales declined 10.9% and 18.1%, respectively, while SWIMS registered solid net sales growth of 10.1%. The Consumer Direct net sales growth in the quarter was broad-based including Ecommerce net sales growth of 20.6% and a retail stores net sales jump of 9.4%, which was led by outlet store net sales growth of 13.8% and full price store net sales growth of 5.9%.

 

Segment net sales and adjusted EBITDA results were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended  September 30, 

 

Nine months ended  September 30, 

 

    

2018

    

2017

 

2018

    

2017

 

 

(unaudited, in thousands)

 

 

(unaudited, in thousands)

Net sales:

 

 

 

 

 

 

 

 

 

 

 

 

Wholesale

 

$

28,410

 

$

32,393

 

$

80,808

 

$

88,910

Consumer Direct

 

 

10,434

 

 

9,188

 

 

31,128

 

 

27,959

Corporate and other

 

 

987

 

 

808

 

 

2,678

 

 

2,075

Total Company net sales

 

$

39,831

 

$

42,389

 

$

114,614

 

$

118,944

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

Operating (loss) income:

 

 

 

 

 

 

 

 

 

 

 

 

Wholesale

 

$

6,138

 

$

8,227

 

$

15,866

 

$

22,157

Consumer Direct

 

 

585

 

 

(389)

 

 

1,590

 

 

(772)

Corporate and other

 

 

(15,969)

 

 

(6,610)

 

 

(32,860)

 

 

(20,667)

Adjustments*

 

 

11,548

 

 

1,932

 

 

20,488

 

 

6,965

Total Company Adjusted EBITDA

 

$

2,302

 

$

3,160

 

$

5,084

 

$

7,683

  

*See “Adjusted EBITDA” below for reconciliation with GAAP.

 

Initial gross profit margins increased 1.2% during the third quarter 2018 to 52.1% from 50.9% in the same quarter last year.  The margin improvement was driven from a higher penetration of full price business. Gross profit declined approximately $900 thousand as a result of overall sales volume declines. 

 

Selling, general and administrative expenses for the third quarter 2018 increased $138 thousand to $15.5 million compared to the same quarter of the prior year after excluding acquisition related expenses incurred in the third quarter of 2018 of $9.6 million. Excluding acquisition related expenses, selling, general and administrative expense rates increased to 38.8% from 36.2% in the third quarter 2017. Operating expense increases, excluding acquisition related costs, primarily relate to higher direct store labor expenses this year versus the prior year period. 

 


 

Adjusted EBITDA for the third quarter of 2018 was $2.3 million as compared to $3.2 million for the same quarter last year.

For the third quarter of 2018 and 2017, net loss and loss per share were $10.6 million and $0.89 per share compared to $0.2 million and $0.12 per share, respectively.

Subsequent to September 30, 2018

·

On October 29, 2018, the Company successfully completed the acquisition of a significant portion of GBG’s (Hong Kong listed: SEHK Stock Code: 787) North American licensing business.

·

Concurrent with the closing of the Transaction, the Company entered into a  (i) first lien credit agreement with Ares Capital Corporation, as administrative agent and certain other lenders party thereto and a (ii) second lien credit agreement with U.S. Bank National Association, as administrative agent and collateral agent and certain other lenders party thereto.

i)

The First Lien Credit Agreement provides for a senior secured asset based revolving credit facility with commitments in an aggregate principal amount of $150 million, which matures four and a half years from the closing date and a senior secured term loan credit facility in an aggregate principal amount of $645 million, which matures five years from the closing date.

ii)

The Second Lien Credit Agreement provides for a second lien term loan facility in an aggregate principal amount of $668 million, which matures six years from the closing date.

·

Concurrent with the closing of the Transaction, the Company changed its name to Centric Brands Inc., reflecting its position as a leading lifestyle brands collective platform. Effective November 2, 2018, Centric Brands is listed publicly on the NASDAQ under the ticker symbol CTRC.

·

Concurrent with the closing of the Transaction, Jason Rabin, former President of GBG North America, was named Chief Executive Officer of Centric Brands Inc.

 

About Centric Brands Inc.

 

Centric Brands (NASDAQ: CTRC) is a leading lifestyle brands collective, bringing together creative minds from the worlds of fashion and commerce, sourcing, technology, marketing and digital. We design, produce, manage and build kid’s wear and women’s and men’s accessories and apparel and distribute our products across all retail and digital channels in North America and in international markets. We also license over 100 brands across our core product categories including kid’s, women’s and men’s accessories and apparel. Our company-owned brands are Hudson®, a designer and marketer of women's and men's premium, branded denim and apparel, Robert Graham®, a sophisticated, eclectic apparel and accessories brand seeking to inspire a global movement, and SWIMS®, a Scandinavian lifestyle brand best known for its range of fashion-forward, water-friendly footwear, apparel and accessories. We employ approximately 4,000 employees in offices in New York City, Greensboro, NC, Los Angeles, CA, and Montreal, Canada, and in stores throughout North America. For more information, please visit Centric Brands’ website: www.centricbrands.com    

 

Forward-Looking Statements and Important Disclosure Notice

 

This release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The matters discussed in this release involve estimates, projections, goals, forecasts, assumptions, risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. All statements in this release that are not purely historical facts are forward-looking statements, including statements containing the words “may,” “will,” “expect,” “anticipate,” “intend,” “estimate,” “continue,” “believe,” “plan,” “project,” “will be,” “will continue,” “will likely result” or similar expressions. Any forward-looking statement inherently involves risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include,

 


 

but are not limited to:; the anticipated benefits of the Transaction on the Company’s financial results, business performance and product offerings, the Company’s ability to successfully integrate GBG’s business and realize cost savings and any other synergies; the risk that the credit ratings of the combined company or its subsidiaries may be different from what the Company expects; the risk of intense competition in the denim and premium lifestyle apparel industries; the risk that the Company’s substantial indebtedness could adversely affect the Company’s financial performance and impact the Company’s ability to service its indebtedness; the risks associated with the Company’s foreign sourcing of its products and the implementation of foreign production for its products, including in light of potential changes in international trade relations proposed to be implemented by the U.S. government; risks associated with the Company’s third-party distribution system; continued acceptance of our product, product demand, competition, capital adequacy, general economic conditions and the potential inability to raise additional capital if required; the risk that the Company will be unsuccessful in gauging fashion trends and changing customer preferences; the risk that changes in general economic conditions, consumer confidence or consumer spending patterns, including consumer demand for denim and premium lifestyle apparel, will have a negative impact on the Company’s financial performance or strategies and the Company’s ability to generate cash flows from its operations to service its indebtedness; the highly competitive nature of the Company’s business in the United States and internationally and its dependence on consumer spending patterns, which are influenced by numerous other factors;  the Company’s ability to respond to the business environment and fashion trends; risks related to continued acceptance of the Company’s brands in the marketplace; risks related to the Company’s reliance on a small number of large customers; risks related to the Company’s ability to implement successfully any growth or strategic plans; risks related to the Company’s ability to manage the Company’s inventory effectively; the risk of cyber-attacks and other system risks; risks related to the Company’s ability to continue to have access on favorable terms to sufficient sources of liquidity necessary to fund ongoing cash requirements of the Company’s operations or new acquisitions; risks related to the Company’s ability to continue to have access on favorable terms to sufficient sources of liquidity necessary to fund ongoing cash requirements of its operations or new acquisitions; risks related to the Company’s pledge of all its tangible and intangible assets as collateral under its financing agreements; risks related to the Company’s ability to generate positive cash flow from operations; risks related to a possible oversupply of denim in the marketplace; and other risks. The Company discusses certain of these factors more fully in its additional filings with the SEC, including its annual report on Form 10-K for the fiscal year ended December 31, 2017 and subsequent reports filed with the SEC, and this release should be read in conjunction with those reports through the date of this release. The Company urges you to consider all of these risks, uncertainties and other factors carefully in evaluating the forward-looking statements contained in this release.

 

The press release above contains summaries of certain financial and statistical information about the Company. The information contained in this press release is summary information that is intended to be considered in the context of the Company’s SEC filings and other public announcements that the Company may make, by press release or otherwise, from time to time. In addition, information related to past performance, while helpful as an evaluative tool, is not necessarily indicative of future results, the achievement of which cannot be assured. Investors should not view the past performance of the Company as indicative of the Company’s future results.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Since the Company operates in a rapidly changing environment, new risk factors can arise and it is not possible for the Company’s management to predict all such risk factors, nor can the Company’s management assess the impact of all such risk factors on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. The Company’s future results, performance or achievements could differ materially from those expressed or implied in these forward-looking statements. The Company does not undertake any obligation to publicly revise these forward-looking statements to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events, except as may be required by law.

 

Contacts

Investor Relations
ICR - Tom Filandro/Caitlin Morahan 
203-682-8200
CentricBrandsIR@icrinc.com

Media Relations
ICR - Jessica Liddell/Brittany Fraser
203-682-8200
CentricBrandsPR@icrinc.com

 


 

CENTRIC BRANDS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended September 30, 

 

Nine months ended September 30, 

 

    

2018

    

2017

    

2018

    

2017

 

 

(unaudited)

 

(unaudited)

Net sales

 

$

39,831

 

$

42,389

 

$

114,614

 

$

118,944

Cost of goods sold

 

 

22,671

 

 

24,334

 

 

66,774

 

 

66,067

Gross profit

 

 

17,160

 

 

18,055

 

 

47,840

 

 

52,877

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

 

25,029

 

 

15,334

 

 

58,992

 

 

47,633

Depreciation and amortization

 

 

1,377

 

 

1,493

 

 

4,252

 

 

4,526

Total operating expenses

 

 

26,406

 

 

16,827

 

 

63,244

 

 

52,159

Operating (loss) income

 

 

(9,246)

 

 

1,228

 

 

(15,404)

 

 

718

Interest expense

 

 

2,462

 

 

2,262

 

 

7,097

 

 

6,536

Other expense (income), net

 

 

21

 

 

(12)

 

 

124

 

 

(1)

Loss before income taxes

 

 

(11,729)

 

 

(1,022)

 

 

(22,625)

 

 

(5,817)

Income tax (benefit) provision

 

 

(1,150)

 

 

(839)

 

 

(2,275)

 

 

776

Net loss

 

$

(10,579)

 

$

(183)

 

$

(20,350)

 

$

(6,593)

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per common share - basic and diluted

 

$

(0.89)

 

$

(0.12)

 

$

(1.87)

 

$

(0.80)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

14,085

 

 

13,322

 

 

13,873

 

 

13,306

Diluted

 

 

14,085

 

 

13,322

 

 

13,873

 

 

13,306

 

 

 

 

 

 

 

 

 

 

 

As a Percent of Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended September 30, 

 

Nine months ended September 30, 

 

    

2018

    

2017

    

2018

    

2017

 

 

(unaudited)

 

(unaudited)

Net sales

 

 

100.0%

 

 

100.0%

 

 

100.0%

 

 

100.0%

Cost of goods sold

 

 

56.9%

 

 

57.4%

 

 

58.3%

 

 

55.5%

Gross profit

 

 

43.1%

 

 

42.6%

 

 

41.7%

 

 

44.5%

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

 

62.8%

 

 

36.2%

 

 

51.5%

 

 

40.0%

Depreciation and amortization

 

 

3.5%

 

 

3.5%

 

 

3.7%

 

 

3.8%

Total operating expenses

 

 

66.3%

 

 

39.7%

 

 

55.2%

 

 

43.9%

Operating (loss) income

 

 

(23.2%)

 

 

2.9%

 

 

(13.4%)

 

 

0.6%

Interest expense

 

 

6.2%

 

 

5.3%

 

 

6.2%

 

 

5.5%

Other expense (income), net

 

 

0.1%

 

 

(0.0%)

 

 

0.1%

 

 

(0.0%)

Loss before income taxes

 

 

(29.4%)

 

 

(2.4%)

 

 

(19.7%)

 

 

(4.9%)

Income tax (benefit) provision

 

 

(2.9%)

 

 

(2.0%)

 

 

(2.0%)

 

 

0.7%

Net loss

 

 

(26.6%)

 

 

(0.4%)

 

 

(17.8%)

 

 

(5.5%)

 


 

Adjusted EBITDA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended September 30, 

 

Nine months ended September 30,

 

    

2018

    

2017

 

2018

    

2017

 

 

(unaudited, in thousands)

 

(unaudited, in thousands)

Reconciliation of GAAP net loss to Adjusted EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

GAAP net loss

 

$

(10,579)

 

$

(183)

 

$

(20,350)

 

$

(6,593)

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

(Benefit) provision for income taxes

 

 

(1,150)

 

 

(839)

 

 

(2,275)

 

 

776

Interest expense

 

 

2,462

 

 

2,262

 

 

7,097

 

 

6,536

Non-cash stock compensation (a)

 

 

614

 

 

439

 

 

2,121

 

 

1,339

Depreciation and amortization

 

 

1,377

 

 

1,493

 

 

4,252

 

 

4,526

Acquisition-related costs (b)

 

 

9,557

 

 

 —

 

 

14,115

 

 

 —

Restructuring (c)

 

 

 —

 

 

 —

 

 

 —

 

 

933

Store closure costs (d)

 

 

 —

 

 

 —

 

 

 —

 

 

67

Legal settlement costs (e)

 

 

 —

 

 

 —

 

 

 —

 

 

100

Foreign currency loss (gain)

 

 

21

 

 

(12)

 

 

124

 

 

(1)

Total Adjustments

 

 

12,881

 

 

3,343

 

 

25,434

 

 

14,276

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA (1)

 

$

2,302

 

$

3,160

 

$

5,084

 

$

7,683


(1)

Adjusted EBITDA is defined as net loss excluding: income taxes, interest expense, non-cash stock compensation, depreciation and amortization, acquisition-related costs, restructuring costs, store closure costs, legal settlement costs and gain or loss related to foreign currency transactions. Management uses Adjusted EBITDA as a measure of operating performance to assist in comparing performance from period to period on a consistent basis and to identify business trends relating to the Company’s financial condition and results of operations. The Company believes Adjusted EBITDA provides additional information for determining its ability to meet future debt service requirements and capital expenditures.

 

(a)

Represents stock compensation expense related to the grant of restricted stock units and stock options.

(b)

Represents acquisition-related costs associated with the Purchase and Sale Agreement entered into with GBG on June 27, 2018. The acquisition contemplated by the Purchase and Sale Agreement will result in the combination of a significant part of GBG’s and its subsidiaries’ North American business with the Company’s existing platform.

(c)

Represents restructuring charges for severance and recruiting costs related to a change in management, and additional costs incurred related to launching the new Hudson e-commerce website.

(d)

Represents the write-off of assets related to one store in which the lease was cancelled during the first quarter of fiscal 2017.

(e)

Represents the amount recorded during the second quarter of 2017 for a legal matter related to the prior period that is now estimable.

 

Non-GAAP Financial Measures

 

This press release contains non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s historical or future financial performance, financial position, or cash flows that either excludes or includes amounts which are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles generally accepted in the United States (GAAP). Management uses these non-GAAP financial measures to evaluate the performance of the business over time on a consistent basis, identify business trends relating to the financial condition and results of operations and make business decisions.  The Company believes that providing non-GAAP measures is useful to provide a consistent basis for investors to understand the Company’s financial performance in comparison to historical periods and to allow investors to evaluate the performance using the same methodology and information as that used by management.  However, investors need to be aware that non-GAAP measures are subject to inherent limitations because they do not include all of the expenses included under GAAP and they involve the exercise of judgment of which charges are excluded from the non-GAAP financial measure. Investors should consider these non-GAAP financial measures in addition to, and not as substitutes for or superior to, the Company’s other measures of the Company’s financial performance that the Company prepares in accordance with GAAP.  Further, non-GAAP information may be different from the non-GAAP information provided by other companies.

 


 

CENTRIC BRANDS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

    

September 30, 

    

December 31, 

    

September 30, 

 

 

2018

 

2017

 

2017

 

 

(unaudited)

 

 

 

(unaudited)

ASSETS

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

3,514

 

$

8,250

 

$

2,792

Accounts receivable, net

 

 

21,490

 

 

22,246

 

 

23,732

Inventories

 

 

33,567

 

 

31,733

 

 

38,004

Prepaid expenses and other current assets

 

 

5,157

 

 

4,832

 

 

5,170

Total current assets

 

 

63,728

 

 

67,061

 

 

69,698

Property and equipment, net

 

 

7,281

 

 

8,417

 

 

9,287

Goodwill

 

 

8,406

 

 

8,380

 

 

8,471

Intangible assets, net

 

 

87,195

 

 

89,332

 

 

90,414

Other assets

 

 

2,255

 

 

484

 

 

515

Total assets

 

$

168,865

 

$

173,674

 

$

178,385

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

35,251

 

$

22,204

 

$

26,218

Short-term convertible note

 

 

 —

 

 

13,694

 

 

13,565

Current portion of long-term debt

 

 

3,438

 

 

2,813

 

 

2,188

Total current liabilities

 

 

38,689

 

 

38,711

 

 

41,971

Line of credit

 

 

24,414

 

 

21,254

 

 

20,819

Convertible notes

 

 

14,866

 

 

13,866

 

 

13,549

Long-term debt, net of current portion

 

 

42,309

 

 

44,896

 

 

45,444

Deferred income taxes, net

 

 

4,093

 

 

6,650

 

 

12,880

Other liabilities

 

 

3,732

 

 

3,554

 

 

3,591

Total liabilities

 

 

128,103

 

 

128,931

 

 

138,254

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

 

Series A convertible preferred stock

 

 

 5

 

 

 5

 

 

 5

Series A-1 convertible preferred stock

 

 

459

 

 

 —

 

 

 —

Common stock

 

 

1,413

 

 

1,349

 

 

1,333

Additional paid-in capital

 

 

76,248

 

 

61,314

 

 

60,384

Accumulated other comprehensive income

 

 

408

 

 

271

 

 

740

Accumulated deficit

 

 

(37,771)

 

 

(18,196)

 

 

(22,331)

Total equity

 

 

40,762

 

 

44,743

 

 

40,131

Total liabilities and equity

 

$

168,865

 

$

173,674

 

$

178,385

 

 


 

CENTRIC BRANDS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

 

 

 

 

 

 

 

 

 

Nine months ended September 30,

 

    

2018

    

2017

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$

(20,350)

 

$

(6,593)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

4,252

 

 

4,526

Amortization of deferred financing costs

 

 

328

 

 

326

Amortization of convertible notes discount

 

 

568

 

 

516

Paid-in-kind interest

 

 

1,300

 

 

1,206

Stock-based compensation

 

 

2,121

 

 

1,339

Provision for bad debts

 

 

457

 

 

181

Loss on disposal of assets

 

 

 4

 

 

 —

Deferred taxes

 

 

(2,577)

 

 

1,648

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

2,439

 

 

(3,493)

Inventories

 

 

(2,149)

 

 

(13,823)

Prepaid expenses and other assets

 

 

475

 

 

(916)

Accounts payable and accrued expenses

 

 

9,534

 

 

7,943

Other liabilities

 

 

125

 

 

(38)

Net cash used in operating activities

 

 

(3,473)

 

 

(7,178)

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

Refund of security deposit

 

 

 —

 

 

 7

Purchases of property and equipment

 

 

(976)

 

 

(777)

Net cash used in investing activities

 

 

(976)

 

 

(770)

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

Repayment of long-term debt

 

 

(2,188)

 

 

(938)

Proceeds from line of credit, net

 

 

2,247

 

 

7,420

Payment of deferred financing costs

 

 

 —

 

 

(124)

Repayment of customer cash advances

 

 

 —

 

 

(1,707)

Taxes paid in lieu of shares issued for stock-based compensation

 

 

(428)

 

 

(267)

Net cash (used in) provided by financing activities

 

 

(369)

 

 

4,384

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

 

82

 

 

(120)

 

 

 

 

 

 

 

NET CHANGE IN CASH AND CASH EQUIVALENTS

 

 

(4,736)

 

 

(3,684)

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, at beginning of period

 

 

8,250

 

 

6,476

CASH AND CASH EQUIVALENTS, at end of period

 

$

3,514

 

$

2,792