View:
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): September 8, 2005 G-III Apparel Group, Ltd. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 0-18183 41-1590959 (Commission File Number) (IRS Employer Identification No.) 512 Seventh Avenue New York, NY 10018 (Address of Principal Executive Offices) Registrant's telephone number, including area code: (212) 403-0500 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 September 8, 2005, the Company announced its results of operations for the second fiscal quarter ended July 31, 2005. 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) Exhibits 99.1. Press Release of G-III Apparel Group, Ltd. (the "Company") issued on September 8, 2005 relating to its second quarter fiscal 2006 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. 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. G-III Apparel Group, Ltd. By: /s/ Wayne Miller Wayne S. Miller Chief Financial Officer Dated: September 8, 2005
G-III APPAREL GROUP, LTD. For: G-III Apparel Group, Ltd. Contact: Investor Relations James Palczynski (203) 222-9013 G-III Apparel Group, Ltd. Wayne S. Miller, Chief Operating Officer (212) 403-0500 G-III APPAREL GROUP, LTD. ANNOUNCES SECOND QUARTER FISCAL 2006 RESULTS --NET SALES INCREASE BY 24.1% TO $54.5 MILLION-- --NET LOSS REDUCED TO $301,000-- New York, New York - September 8, 2005 -- G-III Apparel Group, Ltd. (Nasdaq: GIII) today announced operating results for the second quarter of fiscal 2006. For the three-month period ended July 31, 2005, G-III reported net sales of $54.6 million and a net loss of $301,000, or $0.04 per share, compared to net sales of $44.0 million and a net loss of $1.7 million, or $0.23 per share, during the comparable period last year. For the six-month period ended July 31, 2005, G-III reported net sales of $68.3 million and a net loss of $5.0 million, or $0.68 per share, compared to net sales of $60.5 million and a net loss of $6.5 million, or $0.91 per share, during the comparable period last year. The Company's results of operations for three and six months ended July 31, 2005 include the results of the Company's new Marvin Richards and Winlit divisions from July 11, 2005, the date the Company acquired the stock of Marvin Richards and certain assets from Winlit. The prior year's second quarter and six-month results include a non-cash charge of $882,000, equal to $0.12 per share, associated with the Company's sale of its joint venture interest in a factory in China. Morris Goldfarb, G-III's Chief Executive Officer, said, "With our recent acquisitions of Marvin Richards and Winlit, we feel that our company is better positioned in the marketplace and better able to deliver profit growth. We are thrilled to represent Calvin Klein in both women's and men's outerwear. We are pleased with the overall state of our business and with our stronger position in the market. In addition, our sports apparel business continues to gain momentum in both bookings and shipments compared to last year. We believe that we can deliver a strong Fall season." Page: 2 Mr. Goldfarb continued, "The acquisitions of Marvin Richards and Winlit truly was a transforming event for our Company. Marvin Richards and Winlit provide us with further strength in design, sourcing and sales. In addition, we believe, we have solidified our penetration of distribution channels in both women's and men's outerwear." Mr. Goldfarb concluded, " Our near-term focus will be on integrating the operations of our acquired businesses and capitalizing on the broad portfolio of brands that we now have." Also today, G-III Apparel Group issued guidance for the fiscal year ending January 31, 2006. For the fiscal year ending January 31, 2006, the Company is forecasting net sales in the range of $330 to $340 million and diluted net income per share between $.95 and $1.00. ABOUT G-III APPAREL GROUP, LTD. G-III Apparel Group, Ltd. is a leading manufacturer and distributor of outerwear and sportswear under licensed labels, our own labels and private labels. The Company has fashion licenses, among others, for Calvin Klein, Kenneth Cole, Nine West, Cole Haan, Guess?, Jones Apparel, Sean John, Cece Cord, Izod, St. John Knits, House of Dereon, Ellen Tracy, Tommy Hilfiger, Donald Trump, James Dean and sports licenses with the National Football League, National Basketball Association, Major League Baseball, National Hockey League, Louisville Slugger, NASCAR, World Poker Tour and more than 60 universities nationwide. Company-owned labels include, among others, Marvin Richards, Black Rivet, Winlit, LNR, La Nouvelle Renaissance, Colebrook and Siena Studio. Statements concerning the Company'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 include, but are not limited to, reliance on foreign manufacturers, the nature of the apparel industry, including changing customer demand and tastes, reliance on licensed product, seasonality, customer acceptance of new products, the impact of competitive products and pricing, dependence on existing management, possible business disruption from acquisitions, general economic conditions, as well as other risks detailed in the Company's filings with the Securities and Exchange Commission. The Company assumes no obligation to update the information in this release. (FINANCIAL TABLE TO FOLLOW) Page: 3 G-III APPAREL GROUP, LTD. SECOND QUARTER RESULTS OF FISCAL 2005 G-III APPAREL GROUP, LTD. AND SUBSIDIARIES (NASDAQ:GIII) CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share amounts) (Unaudited) <TABLE> Three Months Ended Six Months Ended 7/31/05 7/31/04 7/31/05 7/31/04 ------- ------- ------- ------- Net sales $ 54,553 $ 43,974 $ 68,320 $ 60,472 Cost of sales 41,804 33,354 54,656 48,113 ------------- --------------- ----------- ------------ Gross profit 12,749 10,620 13,664 12,359 Selling, general and administrative expenses 12,600 11,789 21,703 21,923 Write down of equity investment 882 882 ------------- --------------- ----------- ------------ Operating profit/(loss) 149 (2,051) (8,039) (10,446) Interest and financing charges, net 527 197 530 270 ------------- --------------- ----------- ------------ Loss before income taxes (378) (2,248) (8,569) (10,716) Income tax benefit (77) (588) (3,599) (4,229) ------------- --------------- ----------- ------------ Net loss $ (301) $ (1,660) $ (4,970) $ (6,487) ============= =============== =========== =============== Basic net loss per common $ (0.04) $ (0.23) $ (0.68) $ (0.91) Share ============= =============== =========== =============== Diluted net loss per common share $ (0.04) $ (0.23) $ (0.68) $ (0.91) ============= =============== =========== =============== Weighted average shares outstanding: Basic 7,491,186 7,162,467 7,338,163 7,140,701 Diluted 7,491,186 7,162,467 7,338,163 7,140,701 BALANCE SHEET DATA (IN THOUSANDS): At July 31, At July 31, 2005 2004 ---- ---- Working Capital $ 59,070 $ 52,658 Cash 1,194 680 Inventory 72,727 50,507 Total Assets 184,621 106,437 Outstanding Borrowings $ 77,256 $ 21,765 Total Shareholders' Equity $ 67,416 $ 59,142 </TABLE> # # #