EX-99.1 2 file2.htm PRESS RELEASE DATED NOVEMBER 14, 2007

EXHIBIT 99.1

Pursuant to Rule 425 under the Securities Act of 1933

and deemed to be filed pursuant to Rule 14a-12 of

the Securities Exchange Act of 1934

Subject Company: Movie Star, Inc.

Commission File No.: 333-143619

 

1115 Broadway, New York, NY 10010 * 212-798-4700 * Fax 212-213-4925

FOR IMMEDIATE RELEASE:

Movie Star, Inc. Reports Fiscal 2008

First-Quarter Financial Results

New York, New York (November 14, 2007)—Movie Star, Inc. (AMEX: MSI) today announced financial results for its fiscal 2008 first quarter ended September 30, 2007.

For the fiscal 2008 first quarter, net sales decreased to $11,939,000 from $18,690,000 in the same period last year. Gross margin, as a percentage of sales, was 28.2% for the fiscal 2008 first quarter compared with 31.2% in the fiscal 2007 first quarter. Selling, general and administrative expenses were $4,502,000, compared to $4,487,000 in the fiscal 2007 first quarter. Movie Star incurred $358,000 in merger-related fees for the fiscal 2008 first quarter, compared to $539,000 in merger-related fees for the same fiscal 2007 period, related to the previously announced merger of Fred Merger Corp., a wholly-owned subsidiary of Movie Star, into FOH Holdings, Inc. (“FOH Holdings”), the parent company of Frederick’s of Hollywood, Inc. For the fiscal 2008 first quarter, Movie Star reported a net loss of $966,000, or a loss of $0.06 per share, compared to net income of $366,000, or income of $0.02 per diluted share, for the first quarter of fiscal 2007.

Mel Knigin, President and Chief Executive Officer, stated, “We are optimistic about fiscal 2008 in spite of the softness in sales that we experienced in the first fiscal quarter. Part of the decrease in sales was due to the timing of an order of approximately $2,000,000 that we were able to ship in the fiscal 2007 fourth quarter instead of in the fiscal 2008 first quarter. Our backlog of open orders to be shipped was $30,489,000 at September 30, 2007, compared to $33,159,000 at September 30, 2006. In addition, during October 2007, we received new orders for approximately $10,735,000 compared to $2,119,000 of new orders received in October 2006, which brings our total shipping and open order position as of October 31, 2007 in line with last year. In reviewing our current position and new business opportunities, we believe that our fiscal 2008 shipments will meet or exceed our fiscal 2007 shipments.”

Mr. Knigin continued, “We remain focused on closing the merger with FOH Holdings following Movie Star’s special shareholders meeting to approve the transactions contemplated by the merger agreement with FOH Holdings, including our $20,000,000 rights offering. We expect to mail the definitive proxy statement during the first week of December 2007 to our shareholders of record as of November 27, 2007 and anticipate that the special shareholders meeting will be held in mid-January 2008.”

MOVIE STAR, INC. designs, manufactures (through independent contractors), imports, markets and distributes

 

 



women’s intimate apparel, including sleepwear, robes, leisurewear and daywear, to mass merchandisers, specialty and department stores, discount retailers, national and regional chains and direct mail catalog marketers throughout the United States. Current collections include the Cinema Etoile premium line of intimate apparel and the Movie Star line of apparel sold as private label programs.

Important Additional Information Will be Filed with the SEC

In connection with the transactions contemplated by the merger agreement with FOH Holdings, Inc., Movie Star will file a definitive proxy statement and a final prospectus for a proposed rights offering with the SEC. BEFORE MAKING ANY INVESTMENT DECISION TO PARTICIPATE IN THE RIGHTS OFFERING, MOVIE STAR SHAREHOLDERS ARE URGED TO READ THE FINAL PROSPECTUS CAREFULLY IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED RIGHTS OFFERING. BEFORE MAKING ANY VOTING DECISION, MOVIE STAR SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT CAREFULLY IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. Movie Star shareholders and other interested parties will be able to obtain, without charge, a copy of the definitive proxy statement and final prospectus (when available) and other relevant documents filed with the SEC, from the SEC’s website at http://www.sec.gov. Movie Star shareholders and other interested parties will also be able to obtain, without charge, a copy of the definitive proxy statement, final prospectus and other relevant documents (when available) by directing a request by mail or telephone to Movie Star, Inc., 1115 Broadway, New York, NY 10010, telephone: (212) 798-4700.

Participants in the Solicitation

Movie Star and its directors and officers may be deemed to be participants in the solicitation of proxies from Movie Star shareholders with respect to the transactions contemplated by the merger agreement. Information about Movie Star’s directors and executive officers and their ownership of Movie Star common stock is set forth in a preliminary proxy statement currently on file with the SEC and will be set forth in the definitive proxy statement. Shareholders and investors may obtain additional information regarding the interests of Movie Star and its directors and executive officers in the transactions contemplated by the merger agreement, which may be different than those of Movie Star shareholders generally, by reading the proxy statement and other relevant documents regarding the transactions contemplated by the merger agreement that have been or will be filed with the SEC.

Forward Looking Statement

Certain of the matters set forth in this press release are forward-looking and involve a number of risks and uncertainties. Among the factors that could cause actual results to differ materially are the following: competition; business conditions and industry growth; rapidly changing consumer preferences and trends; general economic conditions; large variations in sales volume with significant customers; addition or loss of significant customers; continued compliance with government regulations; loss of key personnel; labor practices; management of growth, increases in costs of operations or inability to meet efficiency or cost reduction objectives; the timing of orders and deliveries of products; foreign government regulations and risks of doing business abroad; failure to realize the merger’s anticipated synergies; approval of the transactions by Movie Star’s shareholders and satisfaction of various other conditions to the closing of the merger contemplated by the merger agreement; and the other risks that are described from time to time in Movie Star’s SEC reports.

 

CONTACT:

 

INVESTOR RELATIONS:

Movie Star, Inc

-or-

SM Berger & Company, Inc.

Thomas Rende, CFO

 

Stanley Berger

(212) 798-4700

 

(216) 464-6400

[Tables follow]

 



MOVIE STAR, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In Thousands, Except Per Share Amounts)

 

 

 

Three Months Ended
September 30,

 

 

 

2007

 

2006

 

Net sales

 

$

11,939

 

$

18,690

 

Cost of sales

 

 

8,577

 

 

12,867

 

Gross profit

 

 

3,362

 

 

5,823

 

Selling, general and administrative expenses

 

 

4,502

 

 

4,487

 

Merger related fees

 

 

358

 

 

539

 

(Loss) income from operations

 

 

(1,498

)

 

797

 

Interest expense, net

 

 

112

 

 

187

 

(Loss) income before (benefit from) provision for income taxes

 

 

(1,610

)

 

610

 

(Benefit from) provision for income taxes

 

 

(644

)

 

244

 

Net (loss) income

 

$

(966

)

$

366

 

BASIC NET (LOSS) INCOME PER SHARE

 

$

(.06

)

$

.02

 

DILUTED NET (LOSS) INCOME PER SHARE

 

$

(.06

)

$

.02

 

Basic weighted average number of shares outstanding

 

 

16,432

 

 

15,763

 

Diluted weighted average number of shares outstanding

 

 

16,432

 

 

15,950

 

 

 

3

 



MOVIE STAR, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(In Thousands, Except Share Information)

 

 

 

 

September 30,
2007

 

June 30,
2007*

 

September30,
2006

 

 

 

(Unaudited)

 

 

 

(Unaudited)

 

Assets

 

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

 

 

Cash

 

$

166

 

$

53

 

$

81

 

Receivables, net

 

 

10,331

 

 

8,266

 

 

15,530

 

Inventory

 

 

9,072

 

 

6,816

 

 

9,644

 

Deferred income taxes

 

 

1,552

 

 

1,518

 

 

1,912

 

Prepaid expenses and other current assets

 

 

388

 

 

291

 

 

419

 

Total current assets

 

 

21,509

 

 

16,944

 

 

27,586

 

Property, plant and equipment, net

 

 

933

 

 

943

 

 

1,048

 

Deferred income taxes

 

 

4,054

 

 

3,438

 

 

3,068

 

Goodwill

 

 

537

 

 

537

 

 

537

 

Assets held for sale

 

 

 

 

 

 

174

 

Other assets

 

 

548

 

 

476

 

 

425

 

Total assets

 

$

27,581

 

$

22,338

 

$

32,838

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

 

 

Note payable

 

$

9,603

 

$

4,126

 

$

14,278

 

Current maturity of capital lease obligation

 

 

57

 

 

57

 

 

54

 

Accounts payable and other current liabilities

 

 

3,895

 

 

3,171

 

 

3,872

 

Total current liabilities

 

 

13,555

 

 

7,354

 

 

18,204

 

Long-term liabilities

 

 

345

 

 

379

 

 

464

 

Shareholders’ equity

 

 

 

 

 

 

 

 

 

 

Common stock, $.01 par value – authorized 30,000,000 shares; issued 18,451,000 shares at September 30, 2007, 18,440,000 shares at June 30, 2007 and 17,783,000 shares at September 30, 2006

 

 


185

 

 


184

 

 


178

 

Additional paid-in capital

 

 

5,592

 

 

5,552

 

 

4,860

 

Retained earnings

 

 

11,541

 

 

12,507

 

 

12,727

 

Accumulated other comprehensive (loss) income

 

 

(19

)

 

(20

)

 

23

 

Treasury stock, at cost—2,017,000 shares

 

 

(3,618

)

 

(3,618

)

 

(3,618

)

Total shareholders’ equity

 

 

13,681

 

 

14,605

 

 

14,170

 

Total liabilities and shareholders’ equity

 

$

27,581

 

$

22,338

 

$

32,838

 

 

*

Derived from audited financial statements.

 

 

4