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8-K - FORM 8-K - G III APPAREL GROUP LTD /DE/d432146d8k.htm

Exhibit 99.1

Vilebrequin International SA and Subsidiaries

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

     Page  
Financial Statements   

Unaudited Condensed Consolidated Balance Sheet—June 30, 2012

     2   

Unaudited Condensed Consolidated Statement of Income —Six Months Ended June 30, 2012

     3   

Unaudited Condensed Consolidated Statement of Cash Flows—Six Months Ended June 30, 2012

     4   
Notes to Unaudited Condensed Consolidated Financial Statements      5   

 

1


Vilebrequin International SA and Subsidiaries

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET

June 30, 2012

 

ASSETS   

CURRENT ASSETS

  

Cash and cash equivalents

   5,479,294   

Accounts receivable, net of allowance for doubtful accounts of €644,974

     6,934,236   

Inventories, net

     8,101,173   

Prepaid expenses and other current assets

     1,124,793   
  

 

 

 

Total current assets

     21,639,496,   

PROPERTY AND EQUIPMENT, NET

     3,968,562   

DEFERRED INCOME TAXES

     923,657   

DEPOSITS

     1,337,225   

OTHER ASSETS

     571,984   

KEY MONEY

     3,176,227   

INTANGIBLES, NET

     543,038   

GOODWILL

     186,363   
  

 

 

 
   32,346,552   
  

 

 

 
LIABILITIES AND STOCKHOLDERS’ DEFICIT   

CURRENT LIABILITIES

  

Accounts payable

   6,009,040   

Notes payable

     19,990,729   

Due to related party

     17,254,346   

Accrued expenses

     3,392,700   

Deferred income taxes

     20,000   

Deferred income

     2,012,163   
  

 

 

 

Total current liabilities

     48,678,978   

DUE TO RELATED PARTY

     6,000,000   

OTHER LIABILITIES

     72,207   
  

 

 

 

TOTAL LIABILITIES

     54,751,185   
  

 

 

 

STOCKHOLDERS’ DEFICIT

  

Issued capital

     19,000,000   

Additional paid in capital

     2,989,755   

Accumulated other comprehensive loss

     (850,552

Accumulated deficit

     (43,643,723
  

 

 

 

Total Vilebrequin stockholders’ deficit

     (22,504,520

Noncontrolling interest

     99,887   
  

 

 

 
     (22,404,633
  

 

 

 
   32,346,552   
  

 

 

 

The accompanying notes are an integral part of these statements.

 

2


Vilebrequin International SA and Subsidiaries

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF INCOME

June 30, 2012

 

Net sales

       20,308,928   

Cost of goods sold (exclusive of depreciation shown below)

     5,874,728   

Selling, general and administrative expenses

     11,728,974   

Depreciation and amortization

     1,227,099   
  

 

 

 

Operating profit

     1,478,127   

Interest and financing charges (including €522,934 to related parties)

     1,046,414   

Exchange gains and losses, net

     (125,793

Other income and expenses, net

     (28,173
  

 

 

 

Income before income taxes

     585,679   

Income tax benefit

     89,506   
  

 

 

 

Net income

     675,185   

Loss attributable to noncontrolling interest

     5,005   
  

 

 

 

Income attributable to stockholders of Vilebrequin International SA

   680,190   
  

 

 

 

The accompanying notes are an integral part of these statements.

 

3


Vilebrequin International SA and Subsidiaries

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

June 30, 2012

 

Cash flows from operating activities

  

Net income

   675,185   

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

  

Depreciation and amortization

     1,227,099   

Deferred income taxes

     (25,352

Deferred income

     (70,276

Change in fair value of derivative instrument

     (84,875

Changes in operating assets and liabilities:

  

Accounts receivable, net

     (1,106,432

Inventories, net

     (2,343,555

Prepaid expenses and other current assets

     118,665   

Other assets, net

     (160,102

Accounts payable, accrued expenses and other liabilities

     1,037,674   
  

 

 

 

Net cash used in operating activities

     (731,969
  

 

 

 

Cash flows from investing activities

  

Acquisition of intangibles

     (161,630

Acquisition of property and equipment

     (447,608
  

 

 

 

Net cash used in investing activities

     (609,238
  

 

 

 

Cash flows from financing activities

  

Borrowings under notes payable

     2,278,585   

Repayment of shareholder loans

     (3,340,954
  

 

 

 

Net cash used in financing activities

     (1,062,369
  

 

 

 

Effect of exchange rate changes on cash and cash equivalents

     29,637   
  

 

 

 

Net decrease in cash and cash equivalents

     (2,373,939

Cash and cash equivalents at beginning of year

     7,853,233   
  

 

 

 

Cash and cash equivalents at end of year

   5,479,294   
  

 

 

 

Supplemental disclosures of cash flow information:

  

Cash paid during the year for:

  

Interest

  

Income taxes

  

 

4


Vilebrequin International SA and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2012

NOTE A—BASIS OF PRESENTATION

As used in these financial statements, the term “Company” or “Vilebrequin” refers to Vilebrequin International SA and its subsidiaries. The results for the six month period ended June 30, 2012 are not necessarily indicative of the results expected for the entire fiscal year, given the seasonal nature of the Company’s business. The accompanying financial statements included herein are unaudited. In the opinion of management, all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of the financial position, results of operations and cash flows for the interim period presented has been reflected.

The Company consolidates the accounts of all its wholly-owned and majority-owned subsidiaries. All material intercompany balances and transactions have been eliminated.

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP).

NOTE B—INVENTORIES

Inventories at June 30, 2012 consist of:

 

Finished goods

   8,206,731   

Accessories and work-in-process

     607,360   
  

 

 

 
     8,814,091   

Less: provision for obsolete inventory

     (712,918
  

 

 

 

Inventories, net

   8,101,173   
  

 

 

 

NOTE C—PROPERTY AND EQUIPMENT

Property and equipment at cost at June 30, 2012 consist of:

 

Fixed equipment

   6,696,276   

Vehicles

     439,825   

Logistic equipment

     110,434   

Furniture and fittings

     3,636,830   

Office and computer equipment

     938,612   
  

 

 

 
     11,821,977   

Less accumulated depreciation

     (7,853,415
  

 

 

 
   3,968,562   
  

 

 

 

Depreciation expense amounted to approximately €571,965 for the six months ended June 30, 2012.

 

5


Vilebrequin International SA and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2012

NOTE D—INTANGIBLES, KEY MONEY AND GOODWILL

Intangible assets and goodwill at June 30, 2012 consist of:

 

     Estimated Life       

Gross carrying amounts

     

Software

   5 years    1,514,281   

Patents - brands

   10 years      62,725   

Key money

   Life of lease      8,545,981   

Goodwill

   n/a      186,363   

Other

   10 years      1,197,366   
     

 

 

 

Subtotal

        11,506,716   
     

 

 

 

Accumulated amortization

     

Software

        1,154,559   

Patents - brands

        51,150   

Key money

        5,369,754   

Goodwill

        —     

Other

        1,025,625   
     

 

 

 

Subtotal

        7,601,088   
     

 

 

 

Net

     

Software

        359,721   

Patents - brands

        11,575   

Key money

        3,176,227   

Goodwill

        186,363   

Other

        171,742   
     

 

 

 

Total intangible assets and goodwill, net

      3,905,628   
     

 

 

 

Intangible amortization expense amounted to approximately €655,134 for the six months ended June 30, 2012.

NOTE E—NOTES PAYABLE

The Company has a credit facility with NIBC Bank N.V (“NIBC”) dated December 13, 2007. The credit facility consists of three separate facilities, an €18,000,000 term loan (“Facility A”), a €4,000,000 revolving loan facility (“Facility B”) and a €2,500,000 working capital loan (“Facility C”). Facility A bore interest at the three month EURIBOR plus 2.5% and had an original maturity date of December 31, 2012. Facility B bore interest at the three month EURIBOR plus 2.0% with an original maturity date of December 31, 2010. Facility C bore interest at 3.6% with a maturity date of August 7, 2012.

In July 2011, NIBC agreed to extend the maturity of the Facility B revolving loan from December 31, 2010 to the earlier of the sale of the Company or December 31, 2012. NIBC also suspended

 

6


Vilebrequin International SA and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2012

quarterly installment payments on the Facility A in exchange for a success fee in the amount of €500,000. At June 30, 2012, the Company had outstanding borrowings of approximately €20.0 million.

The credit facility required the Company, among other things, to maintain certain interest and leverage ratios and debt service requirements, as defined in the agreement. As of December 31, 2011, the Company was in compliance with these covenants. The financing agreement was secured by substantially all of the Company’s assets.

Facility A, Facility B and Facility C were repaid in full, with interest, upon the closing of the sale of the Company on August 7, 2012 (See Note H).

The Company had a loan with VLBVL BV, a related party. The loan bore interest at 7.5% per annum. The loan was to be repaid upon certain financing events. At June 30, 2012, the Company had outstanding borrowings of €6.3 million under this loan. The loan was repaid in full, with interest, upon the closing of the sale of the Company on August 7, 2012 (See Note H).

The Company had a shareholder loan with Fashion Fund I BV, a related party. The loan bore interest at the NIBC rate less 0.5 point per annum. At December 31, 2011, the Company had outstanding borrowings, including interest, of approximately €16.8 million. A portion of the loan (€6,000,000) was subordinated to other debt of the Company. The loan was repaid in full, with interest, upon the closing of the sale of the Company on August 7, 2012.

The Company entered into interest rate swap agreement in 2007 to economically hedge its exposure against the variable interest rates on its NIBC bank borrowing. Such swap has an economic impact on converting borrowing from a floating rate to a fixed rate. Under the interest rate swap, the Company agrees with its counter party to exchange, at specified intervals (primarily quarterly), the difference between the fixed contract rates and the floating rate interest amounts calculated by reference to the agreed notional amounts (subject to a floor and a cap).

The Company uses a valuation technique to estimate the fair value of this swap by using observable market data. The fair value of interest rate swap is calculated as the present value of the estimated future cash flows based on the observable yield curves. This valuation method corresponds to Level 2 within the fair value hierarchy.

At June 30, 2012, the fair value of this instrument on the balance sheet was €119,291 recorded as a liability. For the year ended June 30, 2012 fair value gains in the amount of €84,875 were recognized in the income statement as Other income and expenses, net.

 

7


Vilebrequin International SA and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2012

NOTE F—RELATED PARTIES

As of December 31, 2011 the Company has a subordinated loan in the amount of €6,000,000 with its shareholder, Fashion Fund I BV to cover existing and future claims against the Company. In addition, the Company has a shareholder loan with Fashion Fund I BV in the amount of approximately €17,300,000 including interest, at June 30, 2012.

As of June 30, 2012, the Company has a vendor loan agreement with VLBVL BV in the amount of €6,300,000.

The total interest accrued to Fashion Fund I BV and VLBLV BV for the six months ended June 30, 2012 amounted to €286,684 and €236,250, respectively.

NOTE G—EFFECTS OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment”, an update to their accounting guidance regarding indefinite – lived intangible asset impairment testing and whether it is necessary to perform the quantitative impairment test currently required. The guidance is effective for interim and annual periods beginning after September 15, 2012, with early adoption permitted. The adoption of this pronouncement is not expected to have a material impact on the Company’s consolidated financial statements.

In December 2011, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) ASU 2011-12, “Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05.” ASU 2011-12 defers the specific requirement to present items that are reclassified from accumulated other comprehensive income to net income separately with their respective components of net income and other comprehensive income. ASU 2011-12 did not defer the requirement to report comprehensive income either in a single continuous statement or in two separate but consecutive financial statements. The Company’s other comprehensive income represents foreign currency translation adjustments and unrealized loss on pension. The amendments are effective at the same time as the amendments in ASU 2011-05. The adoption of this pronouncement is not expected to have a material impact on the Company’s consolidated financial statements.

In September 2011, the FASB issued ASU 2011-08, “Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment.” ASU 2011-08 simplifies how entities test goodwill for impairment. ASU 2011-08 permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The adoption of this pronouncement is not expected to have a material impact on the Company’s consolidated financial statements.

 

8


In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income. Under the amendments to Topic 220, Comprehensive Income, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ deficit. The amendments do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The guidance in ASU 2011-05 is effective for public companies for fiscal years, and interim periods within those years beginning after December 15, 2011. The adoption of this pronouncement is not expected to have a material impact on the Company’s consolidated financial statements.

In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” ASU 2011-04 amends Topic 820 to provide common fair value measurement and disclosure requirements in U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and International Financial Reporting Standards. Consequently, the amendments change the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements, as well as providing guidance on how fair value should be applied where its use is already required or permitted by other standards within U.S. GAAP. ASU No. 2011-04 is to be applied prospectively, and early adoption is not permitted. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. The adoption of this pronouncement is not expected to have a material impact on the Company’s consolidated financial statements.

NOTE H—SUBSEQUENT EVENTS

On August 7, 2012, all of the outstanding shares of Vilebrequin were acquired by G-III Apparel Group, Ltd. (“G III”) and its indirect wholly-owned subsidiary, VBQ Acquisition B.V. (the “Purchaser”), by entering into a share purchase agreement (the “Purchase Agreement”), with Fashion Fund I B.V. (“Seller”). Concurrent with the sale, the Company repaid its outstanding borrowings to its shareholder, related parties and its bank.

As part of the Purchase Agreement, the Seller has agreed to negotiate a settlement with a licensee of the Company. The cost of the settlement shall be shared by G III and the Seller if terminated by December 31, 2012. If the Seller is unable to negotiate a settlement by December 31, 2011, G III has the right to offset future payments, as specified in the Purchase Agreement, to the Seller.

In July 2012, the Company acquired the remaining 30% ownership interest of Tropezina S.L., for €350,000.

 

9