UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 14, 2018
CHEROKEE INC.
(Exact name of registrant as specified in its charter)
Delaware |
1‑18640 |
95‑4182437 |
(State or Other Jurisdiction of |
(Commission |
(I.R.S. Employer |
Incorporation) |
File Number) |
Identification Number) |
5990 Sepulveda Boulevard
Sherman Oaks, California 91411
(Address of Principal Executive Offices) (Zip Code)
(818) 908‑9868
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)
☐ Pre-commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b))
☐ Pre-commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act (17 CFR 240.13e‑4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b‑2 of the Securities Exchange Act of 1934 (17 CFR §240.12b‑2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On June 14, 2018, Cherokee Inc. issued a press release announcing its financial results for the fiscal quarter ended May 5, 2018. A copy of the press release is furnished herewith as Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8‑K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
99.1 |
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2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CHEROKEE INC. |
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June 14, 2018 |
By: |
/s/ Steven L. Brink |
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Steven L. Brink |
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Chief Financial Officer |
3
EXHIBIT 99.1
Cherokee Global Brands Reports First Quarter Fiscal 2019 Financial Results
First Quarter Highlights:
· |
Revenues of $5.4 million |
· |
Adjusted EBITDA increased 20% to $1.0 million |
· |
Operating loss of $0.2 million and net loss of $2.7 million, or $0.20 per diluted share |
SHERMAN OAKS, CA (June 14, 2018) — Cherokee Global Brands (NASDAQ: CHKE), a global brand marketing platform that manages a growing portfolio of fashion and lifestyle brands, today reported financial results for its first fiscal quarter ended May 5, 2018.
Non-GAAP Financial Measures
This press release includes non-GAAP financial measures as that term is defined in Regulation G. Reconciliations of amounts on a GAAP basis to amounts on a non-GAAP basis are presented in tabular form later in this release under the heading “Reconciliation of GAAP to Non-GAAP Financial Data.”
CEO Commentary
“We are pleased with the progress made during our first quarter of fiscal 2019 as we continue to streamline our operations and reduce our operating expenses,” said Henry Stupp, chief executive officer. “With the sale of Flip Flop Shops complete, we look forward to leveraging our more focused platform to drive profitable growth within our existing brand portfolio and partners while building awareness and traction among new partners.”
“With this in mind, we are pleased to report that momentum with our Hi-Tec portfolio continues to accelerate – with licensed revenues increasing 58% year-over-year,” added Stupp. “It is increasingly apparent that our strategy to globalize Hi-Tec beyond footwear into a full family, lifestyle brand is proving successful.”
Mr. Stupp concluded, “We continue to take actions to resolve our liquidity challenges, and we’re optimistic that our efforts to resolve the noncompliance with our existing credit agreement will result in an acceptable outcome.”
Operating Expenses
Selling, general and administrative expenses, which comprise the Company’s normal operating expenses, were $4.4 million, compared to $6.0 million in the first quarter of the prior year. The $1.6 million, or 27% year-over-year decrease, is due to reduced spending for personnel along with lower professional fees and other operating expenses following the completion of the Hi-Tec consolidation.
In addition, the Company is undergoing additional restructuring efforts that will support the long-term health and profitability of the organization. The restructuring includes headcount reductions and lower operating expenses as the Company implements a more streamlined management structure.
Profitability Measures
The Company’s operating loss was $0.2 million as compared to a loss of $2.3 million in the first quarter of the prior year. Net loss was $2.7 million, or $0.20 per share on a diluted basis, as compared to a net loss in the prior year period of $3.3 million, or $0.25 per share on a diluted basis. Adjusted EBITDA increased 20% to $1.0 million compared to $0.9 million in the first quarter of the prior year. This improvement was due to the decrease in selling, general and administrative expenses versus the first quarter of the prior year.
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Balance Sheet
At May 5, 2018, the Company had cash and cash equivalents of $2.5 million and $49.1 million of borrowings outstanding under its credit agreement.
Fiscal 2019 Outlook
The Company is updating its guidance for the fiscal year ending February 2, 2019, to account for cost reduction efforts, the sale of Flip Flop Shops and the corresponding loss of revenues.
· |
Revenues are anticipated to be in the range of $25.0 to $27.0 million |
· |
Adjusted EBITDA is expected to remain in the range of $8.0 to $10.0 million |
· |
SG&A run rate is now expected to approximate $17.0 million, a reduction of $8.4 million from fiscal 2018 |
Going Concern
The Company continues to face liquidity challenges with recurring operating losses and negative cash flows. Based on the Company's forecasted cash flows for the next twelve months, the Company has concluded that material uncertainties regarding its ability to meet its commitments to lenders raise significant doubt as to the ability of Cherokee Global Brands to continue as a going concern. Please refer to Note 1 of the Company's condensed consolidated financial statements for the three months ended May 5, 2018 included in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission today for more information.
Management plans to address the Company’s ability to continue as a going concern through further negotiations with its lender and with other potential sources of capital. The Company will further evaluate its ability to meet its obligations as they come due over the next twelve months, and the resolution of the noncompliance with its credit facility is a critical part of management’s plans to meet its obligations as they come due. There is no assurance that management will be able to execute these plans.
The Company will host a conference call today at 1:30 p.m. PT / 4:30 p.m. ET. To participate in the call, please dial (877) 407-0784 (U.S.) or (201) 689-8560 (international). The earnings call will also be broadcast over the Internet and can be accessed on the Investor Relations section of the Company’s website at http://www.cherokeeglobalbrands.com. For those unable to participate during the live broadcast, a replay will be available through Thursday, June 21, 2018, at 8:59 p.m. PT / 11:59 p.m. ET. To access the replay, dial (844) 512-2921 (U.S.) or (412) 317-6671 (international) and use conference ID: 13677858.
About Cherokee Inc.
Cherokee is a global brand marketing platform that manages a growing portfolio of fashion and lifestyle brands including Cherokee®, Carole Little®, Tony Hawk® Signature Apparel and Hawk Brands®, Liz Lange®, Everyday California®, Sideout®, Hi-Tec®, Magnum®, 50 Peaks® and Interceptor, across multiple consumer product categories and retail tiers around the world. The Company currently maintains license agreements with leading retailers and manufacturers that span approximately 80 countries and approximately 20,000 retail doors plus ecommerce.
Safe Harbor Statement
This news release may contain forward-looking statements regarding future events and the future performance of Cherokee. Forward-looking statements in this press release include, without limitation, express or implied statements regarding: the Company’s forecasted operating results for fiscal year 2019; the ability of the Company’s to resolve the noncompliance with its credit facility on reasonable terms, or at all; the Company’s expectations regarding its new and existing license agreements and the performance of its licensees thereunder; the Company’s ability to sustain necessary liquidity and grow its business; and anticipated market developments and opportunities. A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances and is based on currently available market, operating, financial and competitive information and assumptions. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expected or projected, including, among others, risks that: Cerberus will exercise its rights to foreclose on all of the Company’s assets; the Company will not be able to resolve the noncompliance with its credit facility on reasonable terms or at all; the Company and its partners
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will not achieve the results anticipated in the statements made in this release; global economic conditions and the financial condition of the apparel and retail industry and/or adverse changes in licensee or consumer acceptance of products bearing the Company’s brands may lead to reduced royalties; the ability and/or commitment of the Company’s licensees to design, manufacture and market Cherokee®, Hi-Tec®, Magnum®, 50 Peaks®, Interceptor®, Carole Little®, Tony Hawk® and Hawk Brands®, Liz Lange®, Everyday California® and Sideout® branded products could cause our results to differ from our anticipations; the Company’s dependence on a select group of licensees for most of the Company’s revenues makes us susceptible to changes in those organizations; and the Company’s dependence on its key management personnel could leave us exposed to disruption on any termination of service. The risks included here are not exhaustive. Other risks and uncertainties are described in our annual report on Form 10-K filed on April 19, 2018, its periodic reports on Forms 10-Q and 8-K, and subsequent filings with the SEC we make from time to time. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
The Company’s guidance is based on current plans and expectations and is subject to a number of known and unknown uncertainties and risks, including those set forth under the Company’s safe harbor statement. This forecast is made as of the date of this release, and Company undertakes no obligation to update or amend this guidance whether as a result of new information, future events or otherwise.
Note Regarding Use of Non-GAAP Financial Measures
Certain of the information set forth herein, including Adjusted EBITDA, may be considered non-GAAP financial measures. Cherokee believes this information is useful to investors as a measure of profitability, because it helps us compare our performance on a consistent basis by removing from our operating results the impact of our capital structure, the effect of operating in different tax jurisdictions, the impact of our asset base, which can differ depending on the book value of assets and the accounting methods used to compute depreciation and amortization, and the cost of acquiring businesses and restructuring our operations. In addition, the company’s management uses these non-GAAP financial measures along with the most directly comparable GAAP financial measures in evaluating the company’s operating performance and cash flow. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as reported by the company may not be comparable to similarly titled amounts reported by other companies. A reconciliation of net loss from continuing operations as reported in our consolidated statements of operations is reconciled to Adjusted EBITDA in tabular form later in this release under the heading “Reconcilation of GAAP to Non-GAAP Financial Data“.
Investor Contact:
Cherokee Global Brands
Steve Brink, CFO
818-908-9868
Addo Investor Relations
Laura Bainbridge/Patricia Nir
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CHEROKEE INC.
CONSOLIDATED BALANCE SHEETS
UNAUDITED
(In thousands, except share and per share amounts)
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May 5, |
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February 3, |
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2018 |
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2018 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
2,531 |
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$ |
3,174 |
Accounts receivable, net |
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5,631 |
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9,805 |
Other receivables |
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500 |
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472 |
Prepaid expenses and other current assets |
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1,002 |
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1,258 |
Current assets of discontinued operations |
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— |
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1,868 |
Total current assets |
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9,664 |
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16,577 |
Property and equipment, net |
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869 |
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1,090 |
Intangible assets, net |
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69,209 |
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69,548 |
Goodwill |
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16,352 |
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16,352 |
Accrued revenue and other assets |
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838 |
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30 |
Total assets |
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$ |
96,932 |
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$ |
103,597 |
Liabilities and Stockholders’ Equity |
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Current liabilities: |
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Accounts payable |
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$ |
6,290 |
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$ |
7,205 |
Other current liabilities |
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5,288 |
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7,370 |
Current portion of long term debt |
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45,900 |
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46,105 |
Deferred revenue—current |
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2,188 |
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2,229 |
Current liabilities of discontinued operations |
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275 |
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1,103 |
Total current liabilities |
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59,941 |
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64,012 |
Long term liabilities: |
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Long term debt |
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— |
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— |
Deferred income taxes |
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10,716 |
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10,466 |
Other liabilities |
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4,303 |
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5,004 |
Total liabilities |
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74,960 |
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79,482 |
Commitments and Contingencies |
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Stockholders’ Equity: |
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Preferred stock, $.02 par value, 1,000,000 shares authorized, none issued |
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— |
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— |
Common stock, $.02 par value, 20,000,000 shares authorized, shares issued 13,997,200 (May 5, 2018) and 13,997,200 (February 3, 2018) |
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280 |
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280 |
Additional paid-in capital |
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74,700 |
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74,377 |
Accumulated deficit |
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(53,008) |
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(50,542) |
Total stockholders’ equity |
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21,972 |
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24,115 |
Total liabilities and stockholders’ equity |
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$ |
96,932 |
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$ |
103,597 |
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CHEROKEE INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
(In thousands, except per share amounts)
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Three Months Ended |
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May 5, |
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April 29, |
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2018 |
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2017 |
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Revenues |
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$ |
5,402 |
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$ |
6,817 |
Operating expenses: |
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Selling, general and administrative expenses |
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4,356 |
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5,948 |
Stock-based compensation |
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300 |
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|
536 |
Business acquisition and integration costs |
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307 |
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2,046 |
Restructuring charges |
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— |
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128 |
Depreciation and amortization |
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601 |
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|
445 |
Total operating expenses |
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5,564 |
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9,103 |
Operating loss |
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(162) |
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(2,286) |
Other income (expense): |
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Interest expense |
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(1,737) |
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(1,522) |
Other income (expense), net |
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(4) |
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(181) |
Total other expense, net |
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(1,741) |
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(1,703) |
Loss from continuing operations before income taxes |
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(1,903) |
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(3,989) |
Provision (benefit) for income taxes |
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838 |
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(447) |
Net loss from continuing operations |
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(2,741) |
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(3,542) |
Income from discontinued operations, net of income taxes |
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— |
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|
283 |
Net loss |
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$ |
(2,741) |
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$ |
(3,259) |
Net (loss) income per share: |
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Basic loss per share from continuing operations |
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$ |
(0.20) |
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$ |
(0.27) |
Diluted loss per share from continuing operations |
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$ |
(0.20) |
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$ |
(0.27) |
Basic (loss) earnings from discontinued operations per share |
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$ |
— |
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$ |
0.02 |
Diluted (loss) earnings from discontinued operations per share |
|
$ |
— |
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$ |
0.02 |
Basic loss per share |
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$ |
(0.20) |
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$ |
(0.25) |
Diluted loss per share |
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$ |
(0.20) |
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$ |
(0.25) |
Weighted average common shares outstanding: |
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|
|
|
|
Basic |
|
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13,997 |
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|
12,953 |
Diluted |
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13,997 |
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|
12,953 |
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CHEROKEE INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL DATA
(In thousands)
Adjusted EBITDA is defined as net income before (i) interest expense, (ii) interest income and other income, (iii) provision for income taxes, (iv) depreciation and amortization, (v) intangible asset impairment loss, (vi) restructuring charges, (vii) business acquisition and integration costs and (viii) stock-based compensation and stock warrant charges. Adjusted EBITDA is not defined under generally accepted accounting principles (“GAAP”) and it may not be comparable to similarly titled measures reported by other companies. We use Adjusted EBITDA, along with GAAP measures, as a measure of profitability, because Adjusted EBITDA helps us compare our performance on a consistent basis by removing from our operating results the impact of our capital structure, the effect of operating in different tax jurisdictions, the impact of our asset base, which can differ depending on the book value of assets and the accounting methods used to compute depreciation and amortization, and the cost of acquiring businesses and restructuring our operations. We believe it is useful to investors for the same reasons. Adjusted EBITDA has limitations as a profitability measure in that it does not include the interest expense on our long-term debt, our provision for income taxes, the effect of our expenditures for capital assets and certain intangible assets, or the costs of acquiring businesses and restructuring our operations, or our non-cash charges for stock-based compensation and stock warrants. A reconciliation from net (loss) from continuing operations as reported in our consolidated statement of operations to Adjusted EBITDA is as follows:
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Three Months Ended |
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(In thousands) |
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May 5, 2018 |
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April 29, 2017 |
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Net loss from continuing operations |
|
$ |
(2,741) |
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$ |
(3,542) |
Provision (benefit) for income taxes |
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|
838 |
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(447) |
Interest expense |
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1,737 |
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1,522 |
Interest income and other income |
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4 |
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|
181 |
Depreciation and amortization |
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601 |
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|
445 |
Restructuring charges |
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— |
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128 |
Business acquisition and integration costs |
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307 |
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2,046 |
Stock-based compensation and stock warrant charges |
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300 |
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|
536 |
Adjusted EBITDA |
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1,046 |
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|
869 |
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