Company Overview
| Company Name |
BLEACH GROUP, INC. |
| Company Address |
347 Fifth Avenue
Suite 1402
New York, NY 10016 |
| Company Phone |
888-528-2677 |
| Company Website |
www.bleachgroupinc.com |
| CEO |
Mark Byers |
| Employees (as of 12/31/2012) |
119 |
| State of Inc |
DE |
| Fiscal Year End |
-- |
| Status |
Filed (2/14/2013) |
| Proposed Symbol |
-- |
| Exchange |
American Stock Exchange |
| Share Price |
5.00 - 6.00 |
| Shares Offered |
3,000,000 |
| Offer Amount |
$20,700,000.00 |
| Total Expenses |
-- |
| Shares Over Alloted |
450,000 |
| Shareholder Shares Offered |
-- |
| Shares Outstanding |
9,000,000 |
| Lockup Period (days) |
180 |
| Lockup Expiration |
-- |
| Quiet Period Expiration |
-- |
| CIK |
0001549941 |
We estimate that the net proceeds to us from the sale of common stock that we
are offering will be approximately $14.25 million, after deducting the
underwriter's fee and estimated offering expenses that we must pay, assuming
(i) an initial public offering price of $5.50 per share, which is the midpoint
of the range indicated on the cover page of this prospectus, and (ii) that the
underwriter does not exercise its overallotment option.
We intend to use such net proceeds for the following purposes:
º Approximately $3.0 million to acquire the eight existing Ksubi retail
stores from the independent Ksubi retail franchise operator;
º Approximately $2.0 million to launch up to eight new Australian and
four international Ksubi retail stores;
º Approximately $1.0 million to launch 14 new "Sugarmill" concept stores
in Australia;
º Approximately $1.0 million to further develop our online retail
platform;
º Approximately $1.5 million to reacquire from an independent distributor
the distribution rights for the Insight brand in the United States;
º Approximately $1.0 million to acquire complementary or strategic brands;
º Approximately $0.5 million to create and develop diffusion and private
label brands;
º Approximately $1.0 million to strengthen our back-office infrastructure,
including improving system software, hiring key back-office personnel and
developing customer service internet initiatives; and
º Approximately $2.8 million to retire the Westpac vendor finance relating to
the purchase of the Ksubi brand.
The remaining net proceeds will be used for working capital and other general
corporate purposes, including the expansion of our current business through the
enhancement of our existing services and solutions, the hiring of additional
personnel to increase our development, sales and marketing activities and/or the
acquisition and/or development of new products.
Although the foregoing represents our current intentions with respect to the use
and allocation of the net proceeds from this offering based on our present plans
and business conditions, there may be circumstances outside of our control where
a reallocation of funds may be necessary. For example, our ability to finalize
the acquisition of the independent Ksubi retail franchise operator, our ability
to reacquire the distribution rights for the Insight brand in the United States
and our ability to acquire complementary or strategic brands will each require
that we are successful in negotiating such business transactions with
independent third parties. In the event that we are unable to use and/or
allocate the net proceeds from this offering as described above due to
circumstances outside of our control, our management will use such net proceeds
for working capital or other general corporate purposes.
The timing and amount of our actual expenditures will be based on many factors,
including cash flows from operations and the anticipated growth of our business.
Pending their use, we intend to invest the net proceeds of this offering in a
variety of capital preservation investments, including short- and intermediate-
term, interest-bearing, investment-grade securities.
We face intense competition in the product lines and markets in which we
compete. Our products compete with other branded products within their product
category. In our wholesale business, we compete with numerous manufacturers,
importers and distributors of apparel, accessories and footwear for the
limited space available for product display. Moreover, the general availability
of manufacturing contractors allows new entrants easy access to the markets in
which we compete, which may increase the number of our competitors and
adversely affect our competitive position and our business.
In varying degrees, depending on the product category involved, we compete on
the basis of style, price, customer service, quality, brand prestige and
recognition, among other bases. Some of our competitors have achieved
significant recognition for their brand names or have substantially greater
financial, distribution, marketing and other resources than us.
Company Description
Bleach Group, Inc. designs, sources, markets, distributes and sells globally-
recognized brands of youth fashion apparel and accessories, including the
Insight, Something Else and Ksubi brands. Our goal is to create contemporary
and innovative lines of apparel brands for the fashion-forward,
popular
culture segments of the global youth market through quality, cutting edge,
category-comprehensive, quick-to-market and value-for-money brands. Insight,
our most recognized brand, is an avant-garde fashion label for men and women
with a focus on various youth subcultures, including surf, skate, street
fashion, art and music. Our Something Else brand targets fashion-aware women
with an offbeat aesthetic and an appreciation for art by merging fashion and
art into wearable and accessible garments. Our Ksubi brand is a premium denim
and fashion lifestyle brand that targets young men and women who are socially
and culturally aware, who pride themselves on individual style and who are
youthful, irreverent and ironic with an opinionated sense of style. In
addition to these three core brands, we work to continuously develop new
brands and expand our product lines within the global youth fashion market.
Our brands are currently sold in 42 countries through multiple third-party
distribution outlets, including independent retail stores, major account
retail stores, department stores and online. We control distribution of our
brands in Australia, France, Spain, Portugal, the United Kingdom, Germany,
Austria and Switzerland and have established relationships with independent
distributors in the other countries in which our brands are sold. In addition,
we have granted franchise rights to an independent third party that owns eight
Ksubi retail stores in Australia. We expect to acquire this independent
franchise operator, and thus the eight Ksubi retail stores, following
completion of this offering.
---
Insight, our most recognized brand, was initially founded as a surfboard label
in Sydney, Australia in 1987. We launched our Something Else brand in 2004 and
acquired our Ksubi brand in March 2010. Bleach Group, Inc. was incorporated in
the State of Delaware on January 20, 2012. Our business has historically been
conducted through various separately owned operating entities. Effective on
July 1, 2012, in order to facilitate this initial public offering, the owners of
such operating entities completed a reorganization whereby they transferred
their ownership interests in each of the operating entities to Bleach Group,
Inc. in exchange for shares of common stock of Bleach Group, Inc. As a result
of the Reorganization, all of such operating entities are now direct or indirect
subsidiaries of Bleach Group, Inc.
------
Our principal executive office is located at 347 Fifth Avenue, Suite 1402,
New York, NY 10016. However, we conduct our primary business activities out
of our office in Sydney, Australia. Our telephone number is (646) 205-8124 and
our fax number is (646) 205-8184. We maintain our primary website at
www.bleachgroupinc.com. We also maintain the following brand specific websites:
www.insight51.com, www.something-else.com.au and www.ksubi.com.
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