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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934.
For the quarterly period ended August 2, 2003
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Commission file number 333-81307
G+G Retail, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 22-3596083
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(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
520 Eighth Avenue, New York, New York 10018
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (212) 279-4961
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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
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Indicate by check mark [X] whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange Act). Yes No X
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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 September 15, 2003
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Common Stock par value $.01 per share 10 shares
1
CONTENTS
Page No.
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Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets - August 2, 2003 and 3
February 1, 2003
Condensed Consolidated Statements of Operations - Three and Six Months
Ended August 2, 2003 and August 3, 2002 4
Condensed Consolidated Statements of Cash Flows - Six Months
Ended August 2, 2003 and August 3, 2002 5
Notes to Unaudited Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of 7-12
Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk 12
Item 4. Controls and Procedures 12
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 13
Signature Page 14
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)
August February
2, 2003 1, 2003
---------------------------
Assets
Current assets:
Cash and short-term investments $ 3,993 $ 21,526
Accounts receivable 1,445 1,782
Merchandise inventories 29,144 15,575
Prepaid taxes and other expenses 2,319 1,791
Deferred tax assets 2,436 2,436
---------------------------
Total current assets 39,337 43,110
Property and equipment, net 52,653 52,983
Deferred financing cost, net 2,530 2,971
Goodwill 57,720 57,720
Trademarks 45,900 45,900
Other assets 184 184
---------------------------
Total assets $198,324 $202,868
===========================
Liabilities and stockholder's equity
Current liabilities:
Accounts payable $ 30,593 $ 16,756
Accrued expenses 20,145 20,609
Accrued interest 2,517 2,517
Current portion of capital lease 1,814 1,719
---------------------------
Total current liabilities 55,069 41,601
Deferred tax liability 2,213 3,220
Capital lease - 944
Long-term debt 103,135 102,563
---------------------------
Total liabilities 160,417 148,328
Commitments and contingencies
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 (12,391) 4,242
---------------------------
Total stockholder's equity 37,907 54,540
---------------------------
Total liabilities and stockholder's equity $198,324 $202,868
===========================
See accompanying notes.
3
G+G Retail, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands)
Three months Three months Six months Six months
ended August ended August ended August ended August
2, 2003 3, 2002 2, 2003 3, 2002
--------------------------------------------------------------
Net sales $90,818 $98,292 $178,611 $193,787
Cost of sales (including occupancy costs) 62,256 63,326 119,483 122,784
Selling, general, administrative and buying expenses 31,780 31,919 63,826 62,683
Depreciation and amortization 2,897 2,845 5,825 5,618
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Operating (loss) income (6,115) 202 (10,523) 2,702
Interest expense 3,598 3,597 7,167 7,181
Interest income 7 26 50 73
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Loss before provision (benefit) from income taxes (9,706) (3,369) (17,640) (4,406)
Provision (benefit) from income taxes 178 (1,430) (1,007) (1,871)
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Net loss $(9,884) $(1,939) $(16,633) $ (2,535)
==============================================================
See accompanying notes.
4
G+G Retail, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Six months Six months
ended ended
August 2, 2003 August 3, 2002
------------------------------------
Operating activities
Net loss $ (16,633) $ (2,535)
Adjustments to reconcile net loss to net
cash (used in) provided by operating activities:
Depreciation and amortization 5,825 5,618
Amortization of debt issue costs 1,088 1,018
Write-off of closed store fixed assets 164 138
Deferred taxes (1,007) (1,871)
Changes in assets and liabilities:
Accounts receivable, prepaid expenses and other assets (191) (623)
Merchandise inventories (13,569) (13,708)
Accounts payable, accrued expenses and accrued interest 13,373 17,080
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Net cash (used in) provided by operating activities (10,950) 5,117
Investing activities
Capital expenditures (5,659) (6,151)
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Net cash used in investing activities (5,659) (6,151)
Financing activities
Proceeds from short-term borrowings 125 -
Payment of short-term borrowings (125) -
Payment of debt issuance costs (75) -
Payment of capital lease obligations (849) (750)
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Net cash used in financing activities (924) (750)
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Net decrease in cash and short-term investments (17,533) (1,784)
Cash and short-term investments, beginning of period 21,526 15,328
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Cash and short-term investments, end of period $ 3,993 $ 13,544
========= ========
Supplemental cash flow disclosures
Cash paid for:
Interest $ 6,053 $ 6,163
========= ========
Income taxes, net of cash refunds of $25 and $25,
respectively $ 73 $ 43
===== =====
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 August 2, 2003, (2) the results
of its operations for the three and six months ended August 2, 2003 and August
3, 2002 and (3) its cash flows for the three and six months ended August 2, 2003
and August 3, 2002. The balance sheet at February 1, 2003 has been derived from
the consolidated 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 1, 2003 filed on April
30, 2003. 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 that expires on May 1,
2006 or alternatively, on May 1, 2007 if either of the following events occur
before May 1, 2006: (a) the maturity date of all of the Company's senior notes
due May 15, 2006 (the "Senior Notes") have been extended until after May 1,
2007; or (b) all of the Senior Notes have been redeemed, retired, purchased or
otherwise acquired with proceeds of equity securities sold by the Company or
with the proceeds of indebtedness incurred by the Company with a maturity date
after May 1, 2007. The Loan and Security Agreement provides for a revolving
credit facility (the "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
August 2, 2003. Outstanding letters of credit under the Facility totaled
$1,225,800 at August 2, 2003. Interest on outstanding borrowings can range
either from Prime to Prime plus .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. Goodwill and Other Indefinite Lived Intangible Assets
The Company adheres to Statement of Accounting Standards ("SFAS") No. 142,
"Goodwill and Other Intangible Assets." Under SFAS 142, goodwill and other
intangible assets that have indefinite useful lives are no longer amortized, but
are subject to at least an annual assessment of impairment by applying a fair
value based test, as specifically provided in the Statement. The Company
performed an impairment test in the second quarter of fiscal 2004 on its
goodwill. It was determined that there was no impairment to its recorded
goodwill. The accumulated amortization of goodwill and trademarks as of August
2, 2003 and February 1, 2003 was $13.3 million.
6
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
August 2003, we had 591 operating stores principally located in major enclosed
regional shopping malls throughout the United States, Puerto Rico, and the U.S.
Virgin Islands 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. As of August
2003, there were 109 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 Second Quarter of Fiscal 2004 and The Second Quarter of Fiscal
2003
Net sales decreased to $90.8 million in the second quarter of fiscal 2004 from
$98.3 million in the second quarter of fiscal 2003. The $7.5 million or 7.6%
decrease in net sales was due to a $13.1 million or 13.8% decrease in same store
sales compared to the second quarter of fiscal 2003. This decrease was offset by
the opening of new stores, which contributed $5.6 million to net sales in the
second quarter of fiscal 2004. Average sales per gross square foot decreased
12.2% to $65 in the second quarter of fiscal 2004 from $74 in the second quarter
of fiscal 2003. We operated 591 stores at the end of the second quarter of
fiscal 2004 as compared to 560 stores at the end of the second quarter fiscal
2003, as a result of opening 52 stores and closing 21 stores.
Cost of sales, including occupancy costs, decreased 1.6% to $62.3 million in the
second quarter of fiscal 2004 from $63.3 million in the second quarter of fiscal
2003. As a percentage of net sales, cost of sales including occupancy costs,
increased 4.2% from 64.4% in the second quarter of fiscal 2003 to 68.6% in the
second quarter of fiscal 2004. This 4.2% increase resulted from a 2.2% increase
in the cost of sales and a 2.0% increase in occupancy costs as a percent of
sales compared to the second quarter of fiscal 2003. The increase in the cost of
sales as a percentage of net sales was due to an increase in markdowns in the
second quarter of fiscal 2004 compared to the second quarter of fiscal 2003
offset by an increase in the initial mark-on. The occupancy cost increase as a
percent of sales resulted from increases in occupancy costs coupled with the
decrease in same store sales.
In the second quarter of fiscal 2004, selling, general, administrative and
buying expenses totaled $31.8 million compared to $31.9 million in the second
quarter of fiscal 2003. As a percent of sales, these expenses increased from
32.5% in the second quarter of fiscal 2003 to 35.0% in the second quarter of
fiscal 2004. The marginal decrease in selling, general, administrative and
buying expenses is the result of
7
savings in administrative costs and same store selling expenses offset by
additional costs related to new store openings. The increase as a percent of
sales is largely the result of the decrease in same store sales.
Depreciation and amortization expense for the second quarter of fiscal 2004 was
$2.9 million as compared to $2.8 million for the second quarter of fiscal 2003.
Interest expense in the second quarter of fiscal 2004 was $3.6 million or 4.0%
of net sales as compared to $3.6 million or 3.7% of net sales for the second
quarter of fiscal 2003. Net interest expense in both the second quarter of
fiscal 2004 and 2003 reflect interest on our senior notes, 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, the deferred financing costs associated with the senior notes and
interest on our capital leases.
The income tax provision for the second quarter of fiscal 2004 was $178,000 as
compared to a $1.4 million or a 42.5% income tax benefit in the second quarter
of fiscal 2003. The $178,000 provision recorded in the second quarter of fiscal
2004 was the result of determining the estimated realization of the deferred tax
asset as of August 2, 2003.
The net loss increased from $1.9 million in the second quarter of fiscal 2003 to
a net loss of $9.9 million in the second quarter of fiscal 2004 due to the
factors discussed above.
Comparison of The First Six Months of Fiscal 2004 and The First Six Months of
Fiscal 2003
Net sales decreased $15.2 million or 7.8% to $178.6 million in the first six
months of fiscal 2004 as compared to $193.8 million in the first six months of
fiscal 2003. The decrease in net sales was due to a $25.8 million or 13.8%
decrease in same store sales compared to the first six months of fiscal 2003.
This decrease was offset by the opening of new stores, which contributed $10.6
million to net sales in the first six months of fiscal 2004. Average sales per
gross square foot decreased 11.6% to $130 in the first six months of fiscal 2004
from $147 in the first six months of fiscal 2003.
Cost of sales, including occupancy costs, decreased 2.7% to $119.5 million in
the first six months of fiscal 2004 from $122.8 million in the first six months
of fiscal 2003. As a percentage of net sales, cost of sales including occupancy
costs increased 3.5% from 63.4% in the first six months of fiscal 2003 to 66.9%
in the first six months of fiscal 2004. This 3.5% increase resulted from a 1.4%
increase in the cost of merchandise and a 2.1% increase in occupancy costs as a
percent of sales. The increase in the cost of merchandise as a percentage of net
sales was due to an increase in markdowns in the first six months of fiscal 2004
compared to the first six months of fiscal 2003. This increase in markdowns was
offset by an increase in the initial mark-on. The occupancy cost increase as a
percent of sales resulted mainly from the decrease in same store sales, coupled
with increases in occupancy costs due to the increase in stores.
In the first six months of fiscal 2004, selling, general, administrative and
buying expenses totaled $63.8 million compared to $62.7 million in the first six
months of fiscal 2003. As a percent of sales, these expenses increased from
32.4% in the first six months of fiscal 2003 to 35.7% in the first six months of
fiscal 2004. The $1.1 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. The increase as a percent of sales resulted
from the decrease in same store sales.
Depreciation and amortization expense for the first six months of fiscal 2004
was $5.8 million as compared to $5.6 million for the first six months of fiscal
2003.
8
Interest expense in the first six months of fiscal 2004 was $7.2 million or 4.0%
of net sales as compared to $7.2 million or 3.7% of net sales for the first six
months of fiscal 2003. Net interest expense for the first six months of fiscal
2004 and 2003 reflects interest on our senior notes, 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, the
deferred financing costs associated with the senior notes and interest on our
capital leases.
The income tax benefit for the first six months of fiscal 2004 was $1.0 million
or a 5.7% income tax benefit rate as compared to $1.9 million, or an income tax
benefit rate of 42.5% for the first six months of fiscal 2003. The income tax
benefit rate of 5.7% for the six months of fiscal 2004 is predicated on the
estimated realization of the deferred tax asset.
The net loss increased from $2.5 million in the first six months of fiscal 2003
to a loss of $16.6 million in the first six months of fiscal 2004 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; (iv) upgrading and
maintaining our computer system; and (v) interest on our senior notes.
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).
We may use the revolving credit facility for general operating, working capital
and other 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 .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. If the excess availability under the facility is
$7.5 million or less during any month, the revolving credit facility subjects us
to a minimum net worth, as defined, covenant of $40.0 million. As of August 2,
2003, the availability under the revolving credit facility was $26.4 million.
The facility also contains other customary restrictive covenants including
limitations on changes of ownership, transactions with affiliates, dividends,
additional indebtedness, creation of liens, asset sales, acquisitions, conduct
of business and capital expenditures. Our obligations under the revolving credit
facility are secured by a lien on all or substantially all of our assets,
excluding our leasehold interests. As of August 2, 2003, we had no borrowings
outstanding under the revolving credit facility, but had approximately
$1,225,800 of letters of credit outstanding. Our revolving credit facility
expires on May 1, 2006 or alternatively on May 1, 2007 if either of the
following events occur before May 1, 2006: (a) the maturity date of all of the
Senior Notes have been extended until after May 1, 2007 or (b) all of the Senior
Notes have been redeemed, retired, purchased or otherwise acquired with proceeds
of equity securities sold by us or with the proceeds of indebtedness incurred by
us with a maturity date after May 1, 2007.
Net cash used in operating activities in the first six months of fiscal 2004 was
$11.0 million as compared to net cash provided by operating activities of $5.1
million in the first six months of fiscal 2003. The increase in net cash used in
operating activities in the first six months of fiscal 2004, as compared to the
first six months of fiscal 2003, was principally due to an increase of $14.1
million in our net loss.
Capital expenditures for the first six months of fiscal 2004 and the first six
months of fiscal 2003 were $5.7 million and $6.2 million, respectively.
Management continues to monitor its capital expenditures
9
and estimates that capital expenditures for the remaining six months of fiscal
2004 will be approximately $2.5 million, reduced from its plan of approximately
$7.0 million in the second half of fiscal 2004.
We review the operating performance of our stores on an ongoing basis to
determine which stores, if any, to expand or close. We closed 17 stores in
fiscal 2003, eight stores in the first six months of fiscal 2004 and anticipate
closing an additional 10 stores during the remaining six months of fiscal 2004.
Four stores were closed in the first six months of fiscal 2003.
As of August 2, 2003, our capital lease obligation for the purchase of the point
of sale equipment and software was $1.8 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 $1.9 million and
$961,000 for the fiscal years ending 2004 and 2005 respectively.
As of August 2, 2003, we had $4.0 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, which
are promptly converted to cash.
As of August 2, 2003, our indebtedness under our senior notes totaled $103.1
million, which reflects the aggregate face amount of the notes of $107.0
million, net of $3.7 million of unamortized original issue discount, and
approximately $187,000 of unamortized value assigned to the warrants issued by
G&G Retail Holdings, Inc., our parent company, in connection with our senior
note issuance. The senior 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:
Fiscal year ending in: (In Thousands)
2004 $31,356
2005 28,035
2006 24,862
2007 19,367
2008 15,327
Thereafter 41,235
--------
$160,182
========
At August 2, 2003, we had $4 million in cash. At that date and at September 15,
2003 we had no borrowings under our credit facility. We believe that our cash
flow from operating activities, cash on hand and borrowings available under our
revolving credit facility will be sufficient to meet our operating and capital
expenditure requirements through the end of fiscal 2004. We also believe that
during such period, cash flow from operations will be sufficient to cover the
interest expense arising from the revolving credit facility, our capitalized
leases and our long-term debt. A decline of 13.8% in same store sales during the
first six months of fiscal 2004 (compared to the same period in fiscal 2003)
resulted in a net loss of $16.6 million during this period. Our ability to
satisfy our cash requirements will be adversely impacted if we continue to
experience significant declines in same store sales or if our trade credit terms
are materially affected by our operating results. See the "Statement Regarding
Forward Looking Disclosures" below.
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.
10
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 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 of control, we could
be in default under the indenture. In addition, upon a change of control our
parent company may not have sufficient funds to redeem its preferred stock as
required in such event under our parent company's certificate of incorporation
unless we pay a dividend of such amount to it.
Critical Accounting Policies
The preparation of the foregoing unaudited 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 unaudited condensed consolidated financial statements should be read in
conjunction with the audited consolidated financial statements included in our
Annual Report on Form 10-K for the fiscal year ended February 1, 2003 for a
description of our critical accounting policies involving significant judgment
by our 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 2003, our first quarter and
fourth quarter accounted for approximately 23.2% and 29.2% 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 Disclosures
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
11
provide merchandise 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 Item 1. Business - Risk Factors
section of our Annual Report on Form 10-K for the fiscal year ended February 1,
2003, filed with the Securities and Exchange Commission on April 30, 2003.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
Item 4. Controls and Procedures
As of the end of the period covered by this report, our Chief Executive Officer
("CEO") and Chief Financial Officer ("CFO") have evaluated our disclosure
controls and procedures. Our CEO and CFO have concluded that our disclosure
controls and procedures are effective to ensure that information required to be
disclosed by us in reports we file and submit and the Exchange Act of 1934 is
recorded, processed, summarized and reported to our management, CEO and CFO to
allow timely decisions regarding required disclosure within the time periods
specified in the Securities and Exchange Commission's rules and forms.
12
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.
*31.1 Certification of Jay Galin required by Rule 15d-14(a), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2 Certification of Michael Kaplan required by Rule 15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*32.1 Certification of Jay Galin pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*32.2 Certification of Michael Kaplan 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
- ---------------
* Filed herewith.
13
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.
Date: September 15, 2003 By: /s/ Michael Kaplan
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Michael Kaplan, Chief Financial Officer
(signing on behalf of the registrant and
as principal financial officer)
14
EXHIBIT INDEX
Exhibit Description
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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.
*31.1 Certification of Jay Galin required by Rule 15d-14(a), as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2 Certification of Michael Kaplan required by Rule 15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*32.1 Certification of Jay Galin pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*32.2 Certification of Michael Kaplan pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
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* Filed herewith.