Item 1.
|
Financial Statements.
|
G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
October
31,
2017
|
|
|
October
31,
2016
|
|
|
January
31,
2017
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
|
|
|
(In thousands, except per
share amounts)
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
68,229
|
|
|
$
|
44,996
|
|
|
$
|
79,957
|
|
Accounts receivable, net of allowances for doubtful accounts and sales discounts
|
|
|
601,179
|
|
|
|
537,073
|
|
|
|
263,881
|
|
Inventories
|
|
|
592,822
|
|
|
|
490,555
|
|
|
|
483,269
|
|
Prepaid income taxes
|
|
|
—
|
|
|
|
—
|
|
|
|
8,885
|
|
Deferred income taxes, net
|
|
|
—
|
|
|
|
17,571
|
|
|
|
—
|
|
Prepaid expenses and other current assets
|
|
|
34,841
|
|
|
|
16,326
|
|
|
|
46,946
|
|
Total current assets
|
|
|
1,297,071
|
|
|
|
1,106,521
|
|
|
|
882,938
|
|
INVESTMENTS IN UNCONSOLIDATED AFFILIATES
|
|
|
60,642
|
|
|
|
61,456
|
|
|
|
61,171
|
|
PROPERTY AND EQUIPMENT, NET
|
|
|
98,522
|
|
|
|
101,579
|
|
|
|
102,571
|
|
OTHER ASSETS
|
|
|
33,883
|
|
|
|
25,244
|
|
|
|
36,181
|
|
OTHER INTANGIBLES, NET
|
|
|
47,076
|
|
|
|
9,910
|
|
|
|
48,558
|
|
DEFERRED INCOME TAX ASSETS, NET
|
|
|
16,169
|
|
|
|
—
|
|
|
|
15,849
|
|
TRADEMARKS, NET
|
|
|
441,490
|
|
|
|
68,637
|
|
|
|
435,414
|
|
GOODWILL
|
|
|
264,200
|
|
|
|
50,094
|
|
|
|
269,262
|
|
TOTAL ASSETS
|
|
$
|
2,259,053
|
|
|
$
|
1,423,441
|
|
|
$
|
1,851,944
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes payable
|
|
$
|
—
|
|
|
$
|
91,334
|
|
|
$
|
—
|
|
Accounts payable
|
|
|
216,860
|
|
|
|
181,653
|
|
|
|
217,902
|
|
Accrued expenses
|
|
|
128,891
|
|
|
|
103,844
|
|
|
|
95,275
|
|
Income tax payable
|
|
|
22,949
|
|
|
|
25,184
|
|
|
|
2,242
|
|
Total current liabilities
|
|
|
368,700
|
|
|
|
402,015
|
|
|
|
315,419
|
|
NOTES PAYABLE, net of note discount and unamortized issuance costs
|
|
|
726,608
|
|
|
|
—
|
|
|
|
461,756
|
|
DEFERRED INCOME TAXES, NET
|
|
|
16,325
|
|
|
|
21,575
|
|
|
|
14,300
|
|
OTHER NON-CURRENT LIABILITIES
|
|
|
40,488
|
|
|
|
29,949
|
|
|
|
39,233
|
|
TOTAL LIABILITIES
|
|
|
1,152,121
|
|
|
|
453,539
|
|
|
|
830,708
|
|
STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock; 1,000 shares authorized; No shares issued and outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock - $0.01 par value; 120,000 shares authorized; 49,196, 46,407 and 49,016 shares issued, respectively
|
|
|
247
|
|
|
|
235
|
|
|
|
253
|
|
Additional paid-in capital
|
|
|
447,555
|
|
|
|
359,149
|
|
|
|
437,777
|
|
Accumulated other comprehensive loss
|
|
|
(15,499
|
)
|
|
|
(20,526
|
)
|
|
|
(27,722
|
)
|
Retained earnings
|
|
|
675,084
|
|
|
|
632,534
|
|
|
|
612,418
|
|
Common stock held in treasury, at cost – 115, 376 and 376 shares, respectively
|
|
|
(455
|
)
|
|
|
(1,490
|
)
|
|
|
(1,490
|
)
|
TOTAL STOCKHOLDERS’ EQUITY
|
|
|
1,106,932
|
|
|
|
969,902
|
|
|
|
1,021,236
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
2,259,053
|
|
|
$
|
1,423,441
|
|
|
$
|
1,851,944
|
|
The accompanying notes are an integral part
of these statements.
G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
|
|
Three
Months Ended October 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
|
(Unaudited)
|
|
|
|
(In thousands, except per
share
amounts)
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
1,024,993
|
|
|
$
|
883,476
|
|
Cost of goods sold
|
|
|
634,128
|
|
|
|
562,024
|
|
Gross profit
|
|
|
390,865
|
|
|
|
321,452
|
|
Selling, general and administrative expenses
|
|
|
242,740
|
|
|
|
198,274
|
|
Depreciation and amortization
|
|
|
6,906
|
|
|
|
8,033
|
|
Operating profit
|
|
|
141,219
|
|
|
|
115,145
|
|
Equity earnings (loss) in unconsolidated affiliates
|
|
|
612
|
|
|
|
(1,437
|
)
|
Interest and financing charges, net
|
|
|
(13,884
|
)
|
|
|
(1,701
|
)
|
Income before income taxes
|
|
|
127,947
|
|
|
|
112,007
|
|
Income tax expense
|
|
|
46,322
|
|
|
|
41,443
|
|
Net income
|
|
$
|
81,625
|
|
|
$
|
70,564
|
|
|
|
|
|
|
|
|
|
|
NET INCOME PER COMMON SHARE:
|
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
|
Net income per common share
|
|
$
|
1.67
|
|
|
$
|
1.54
|
|
Weighted average number of shares outstanding
|
|
|
48,846
|
|
|
|
45,918
|
|
|
|
|
|
|
|
|
|
|
Diluted:
|
|
|
|
|
|
|
|
|
Net income per common share
|
|
$
|
1.65
|
|
|
$
|
1.50
|
|
Weighted average number of shares outstanding
|
|
|
49,528
|
|
|
|
46,902
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
81,625
|
|
|
$
|
70,564
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
|
4,182
|
|
|
|
(59
|
)
|
Other comprehensive income (loss)
|
|
|
4,182
|
|
|
|
(59
|
)
|
Comprehensive income
|
|
$
|
85,807
|
|
|
$
|
70,505
|
|
The accompanying notes are an integral part
of these statements.
G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
|
|
Nine
Months Ended October 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
|
(Unaudited)
|
|
|
|
(In thousands, except per
share
amounts)
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
2,092,040
|
|
|
$
|
1,783,145
|
|
Cost of goods sold
|
|
|
1,296,428
|
|
|
|
1,140,381
|
|
Gross profit
|
|
|
795,612
|
|
|
|
642,764
|
|
Selling, general and administrative expenses
|
|
|
636,000
|
|
|
|
504,547
|
|
Depreciation and amortization
|
|
|
27,480
|
|
|
|
22,898
|
|
Operating profit
|
|
|
132,132
|
|
|
|
115,319
|
|
Loss in unconsolidated affiliates
|
|
|
(540
|
)
|
|
|
(820
|
)
|
Interest and financing charges, net
|
|
|
(33,472
|
)
|
|
|
(3,999
|
)
|
Income before income taxes
|
|
|
98,120
|
|
|
|
110,500
|
|
Income tax expense
|
|
|
35,454
|
|
|
|
38,458
|
|
Net income
|
|
$
|
62,666
|
|
|
$
|
72,042
|
|
|
|
|
|
|
|
|
|
|
NET INCOME PER COMMON SHARE:
|
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
|
Net income per common share
|
|
$
|
1.29
|
|
|
$
|
1.58
|
|
Weighted average number of shares outstanding
|
|
|
48,729
|
|
|
|
45,713
|
|
|
|
|
|
|
|
|
|
|
Diluted:
|
|
|
|
|
|
|
|
|
Net income per common share
|
|
$
|
1.27
|
|
|
$
|
1.53
|
|
Weighted average number of shares outstanding
|
|
|
49,410
|
|
|
|
46,947
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
62,666
|
|
|
$
|
72,042
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
|
12,223
|
|
|
|
3,163
|
|
Other comprehensive income
|
|
|
12,223
|
|
|
|
3,163
|
|
Comprehensive income
|
|
$
|
74,889
|
|
|
$
|
75,205
|
|
The accompanying notes are an integral part
of these statements.
G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS
|
|
Nine
Months Ended October 31,
|
|
|
|
2017
|
|
|
2016
|
|
|
|
(Unaudited)
|
|
|
|
(In thousands)
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
62,666
|
|
|
$
|
72,042
|
|
Adjustments to reconcile net income to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
27,480
|
|
|
|
22,898
|
|
Loss on disposal of fixed assets
|
|
|
2,832
|
|
|
|
1,295
|
|
Equity loss in unconsolidated affiliates
|
|
|
540
|
|
|
|
820
|
|
Equity based compensation
|
|
|
15,362
|
|
|
|
13,265
|
|
Deferred income taxes
|
|
|
—
|
|
|
|
(2,682
|
)
|
Deferred financing charges and debt discount amortization
|
|
|
8,185
|
|
|
|
609
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts receivable, net
|
|
|
(336,818
|
)
|
|
|
(315,426
|
)
|
Inventories
|
|
|
(108,284
|
)
|
|
|
(4,986
|
)
|
Income taxes, net
|
|
|
29,573
|
|
|
|
48,526
|
|
Prepaid expenses and other current assets
|
|
|
12,314
|
|
|
|
5,851
|
|
Other assets, net
|
|
|
8,455
|
|
|
|
(279
|
)
|
Accounts payable, accrued expenses and other liabilities
|
|
|
32,103
|
|
|
|
40,816
|
|
Net cash used in operating activities
|
|
|
(245,592
|
)
|
|
|
(117,251
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
Investment in unconsolidated affiliate
|
|
|
(49
|
)
|
|
|
(35,432
|
)
|
Capital expenditures
|
|
|
(21,428
|
)
|
|
|
(18,400
|
)
|
Net cash used in investing activities
|
|
|
(21,477
|
)
|
|
|
(53,832
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
Proceeds from borrowing – revolving credit facility, net
|
|
|
258,527
|
|
|
|
91,334
|
)
|
Taxes paid for net share settlement
|
|
|
(6,114
|
)
|
|
|
(6,955
|
)
|
Debt issuance costs
|
|
|
—
|
|
|
|
(690
|
)
|
Proceeds from exercise of equity awards
|
|
|
1,532
|
|
|
|
260
|
|
Net cash provided by financing activities
|
|
|
253,945
|
|
|
|
83,949
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
|
1,396
|
|
|
|
(457
|
)
|
Net decrease in cash and cash equivalents
|
|
|
(11,728
|
)
|
|
|
(87,591
|
)
|
Cash and cash equivalents at beginning of period
|
|
|
79,957
|
|
|
|
132,587
|
|
Cash and cash equivalents at end of period
|
|
$
|
68,229
|
|
|
$
|
44,996
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
|
|
Cash payments:
|
|
|
|
|
|
|
|
|
Interest, net
|
|
$
|
24,664
|
|
|
$
|
3,163
|
|
Income tax payments (refund), net
|
|
|
4,564
|
|
|
|
(7,534
|
)
|
The accompanying
notes are an integral part of these statements.
G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
Note 1 – Basis of Presentation
As used in these financial statements, the
term “Company” or “G-III” refers to G-III Apparel Group, Ltd. and its subsidiaries. The Company designs,
manufactures and markets an extensive range of apparel, including outerwear, dresses, sportswear, swimwear, women’s suits
and women’s performance wear, as well as women’s handbags, footwear, small leather goods, cold weather accessories
and luggage. The Company also operates retail stores and licenses its proprietary brands under several product categories.
The Company consolidates the accounts of
its wholly-owned and majority-owned subsidiaries. KL North America B.V. (“KLNA”) is a Dutch limited liability
company that is a joint venture that is 49% owned by the Company. Karl Lagerfeld Holding B.V. (“KLH”), formerly
known as Kingdom Holdings 1 B.V., is a Dutch limited liability company that is 19% owned by the Company. Fabco Holding B.V.
(“Fabco”) is a Dutch limited liability company that is a joint venture that is 49% owned by the Company. These
investments are accounted for using the equity method of accounting. All material intercompany balances and transactions have
been eliminated. Vilebrequin International SA (“Vilebrequin”), a Swiss corporation that is wholly-owned by the
Company, KLH and KLNA report results on a calendar year basis rather than on the January 31 fiscal year basis used by the
Company. The Company’s retail stores report results on a 52/53-week fiscal year.
The results for the three and nine-month periods
ended October 31, 2017 are not necessarily indicative of the results expected for the entire fiscal year, given the recent acquisition
and integration of Donna Karan International Inc.(“DKI”) and the seasonal nature of the Company’s business. The
accompanying financial statements included herein are unaudited. 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
have been reflected.
The accompanying financial statements should
be read in conjunction with the financial statements and notes included in the Company’s Annual Report on Form 10-K for the
fiscal year ended January 31, 2017 filed with the Securities and Exchange Commission (the “SEC”).
The Company’s international subsidiaries
use different functional currencies, which are the local selling currency. In accordance with the authoritative guidance, operating
assets and liabilities of the Company’s foreign operations are translated from foreign currency into U.S. dollars at period-end
rates, while income and expenses are translated at the weighted-average exchange rates for the period. The related translation
adjustments are reflected as a foreign currency translation adjustment in accumulated other comprehensive loss within stockholders’
equity.
Note 2 – Acquisition of Donna Karan International
On December 1, 2016, G-III acquired all of
the outstanding capital stock of DKI from LVMH Moet Hennessy Louis Vuitton Inc. (“LVMH”) for a total purchase price
of approximately $669.8 million.
DKI owns Donna Karan and DKNY, two of the world’s
most iconic and recognizable power brands. DKI sells its products through department stores, specialty retailers and online retailers
worldwide, as well as through company-operated retail stores, e-commerce sites and distribution agreements. The acquisition of
DKI strengthens and diversifies the Company’s brand portfolio and offers additional opportunities to expand G-III’s
business through the development of the DKNY and Donna Karan brands and product categories.
The results of DKI have been included in the
Company’s consolidated financial statements since the date of acquisition.
Allocation of the purchase price consideration
The Company initially recognized goodwill of
approximately $220.6 million in connection with the acquisition of DKI.
Under Accounting Standards Codification (“ASC”)
805 — Business Combinations, a company may adjust preliminary amounts recognized at the acquisition date to
their subsequently determined final fair values during the measurement period. The measurement period is the period after the
acquisition date during which the acquirer may adjust the balance sheet amounts recognized for a business combination (generally
up to one year from the date of acquisition).
The following table summarizes the fair values
of the assets acquired and liabilities assumed at the date of acquisition, as adjusted:
(In thousands)
|
|
Preliminary
Purchase
Price
Allocation
at October 31, 2017
|
|
Cash and cash equivalents
|
|
$
|
44,375
|
|
Accounts receivable
|
|
|
16,129
|
*
|
Inventories
|
|
|
13,716
|
*
|
Prepaid expenses & other current assets
|
|
|
22,235
|
*
|
Property, plant and equipment
|
|
|
15,414
|
*
|
Goodwill
|
|
|
212,803
|
*
|
Tradenames
|
|
|
370,000
|
|
Other intangibles
|
|
|
40,000
|
|
Other long-term assets
|
|
|
2,703
|
|
Total assets acquired
|
|
|
737,375
|
|
Accounts payable
|
|
|
(21,436
|
)
|
Accrued expense
|
|
|
(39,087
|
)*
|
Income taxes payable
|
|
|
(3,443
|
)
|
Other long-term liabilities
|
|
|
(3,631
|
)
|
Total liabilities assumed
|
|
|
(67,597
|
)
|
Total fair value of acquisition consideration (net of $40 million imputed debt discount)
|
|
$
|
669,778
|
|
|
*
|
In
the three and nine months ended October 31, 2017, the Company reduced goodwill by $1.3
million and $7.8 million, respectively, due to certain adjustments related
to unrecorded indemnification obligations from LVMH to us, asset reserves and fixed assets.
|
There was no change to the purchase price;
however, the estimates of fair value of assets acquired and liabilities assumed are preliminary and subject to change based on
finalizing the election under Internal Revenue Code Section 338(h)(10) which may have an impact on purchase price.
Goodwill was assigned to the Company’s
wholesale operations reporting unit as the wholesale operations reporting unit is expected to benefit from the synergies of the
combination and from the future growth of DKI. Subsequent to the acquisition, DKI’s wholesale operations were integrated
into G-III’s credit and collection operating system and both entities are expected to share several processes such as information
technology, finance, logistics, human resources, sourcing and overseas quality control. The Company and the seller have made an
election under Internal Revenue Code Section 338(h)(10). Accordingly, the book and tax basis of the acquired domestic assets and
liabilities are the same as of the purchase date and the goodwill is deductible for tax purposes over a 15-year period.
The fair values assigned to identifiable intangible
assets acquired were based on assumptions and estimates made by management using unobservable inputs reflecting the Company’s
own assumptions about the inputs that market participants would use in pricing the asset or liability based on the best information
available. The fair values of these identifiable intangible assets were determined using the discounted cash flow method and the
Company classifies these intangibles as Level 3 fair value measurements. The Company recorded other intangible assets of
$410.0 million, which included customer relationships of $40.0 million (17-year life), as well as tradenames of
$370.0 million, which have an indefinite life.
Note 3 – Investment in Unconsolidated Affiliates
Investment in Fabco Holding B.V.
In August 2017, the Company entered into a
joint venture agreement with Amlon Capital B.V. (“Amlon”), a private company incorporated in the Netherlands, to produce
and market women’s and men’s apparel and accessories pursuant to a long-term license for DKNY and Donna Karan in the
People’s Republic of China, including Macau, Hong Kong and Taiwan. The Company owns 49% of the joint venture, with Amlon
owning the remaining 51%. The joint venture will be funded with $25 million of equity to be used to strengthen the DKNY and Donna
Karan brands and accelerate the growth of the business in the region. Of this amount, G-III is required to contribute an aggregate
of $10.0 million to the joint venture by August 2018. G-III funded $49,000 of this amount upon the signing of
the joint venture agreement. As of January 1, 2018, this joint venture will be the exclusive seller of women’s
and men’s apparel, handbags, luggage and certain accessories under the DKNY and Donna Karan brands in the territory. The
investment in Fabco, which is being accounted for under the equity method of accounting, is reflected in Investment in Unconsolidated
Affiliates on the Condensed Consolidated Balance Sheets at October 31, 2017.
Investment in Karl Lagerfeld Holding B.V.
In February 2016, the Company acquired
a 19% minority interest in KLH, the parent company of the group that holds the worldwide rights to the Karl Lagerfeld brand. The
Company paid 32.5€ million (approximately $35.4 million at the date of the transaction) for this interest. This investment
is intended to expand the partnership between the Company and the Karl Lagerfeld brand and extend their business development opportunities
on a global scale. The investment in KLH, which is being accounted for under the equity method of accounting, is reflected in Investment
in Unconsolidated Affiliates on the Condensed Consolidated Balance Sheets at October 31, 2017.
Note 4 – Inventories
Subsequent to the adoption of Accounting Standard
Update 2015-11 (Inventory - Topic 330), wholesale inventories are stated at the lower of cost (determined by the first-in, first
out method) or net realizable value which comprises a significant portion of the Company’s inventory. Retail inventories
are valued at the lower of cost or market as determined by the retail inventory method. Vilebrequin inventories are stated at the
lower of cost (determined by the weighted average method) or net realizable value. Almost all of the Company’s inventories
consist of finished goods.
Note 5 – Net Income per Common Share
Basic net income per common share has been
computed using the weighted average number of common shares outstanding during each period. Diluted net income per share is computed
using the weighted average number of common shares and potential dilutive common shares, consisting of unvested restricted stock
awards and stock options outstanding during the period. In addition, all share based payments outstanding that vest based on the
achievement of performance and/or market price conditions, and for which the respective performance and/or market price conditions
have not been achieved, have been excluded from the diluted per share calculation. Approximately 1.1 million shares of common stock
have been excluded from the diluted net income per share calculation for the nine months ended October 31, 2017. For the nine months
ended October 31, 2017, the Company issued 179,302 shares of common stock and utilized 261,208 shares of treasury stock in connection
with the exercise or vesting of equity awards. For the nine months ended October 31, 2016, the Company issued 194,618 shares of
common stock and utilized 291,181 shares of treasury stock in connection with the exercise or vesting of equity awards.
The following table reconciles the numerators
and denominators used in the calculation of basic and diluted net income per share:
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
October
31,
|
|
|
October
31,
|
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
|
|
(In thousands, except per
share amounts)
|
|
Net income attributable to G-III
|
|
$
|
81,625
|
|
|
$
|
70,564
|
|
|
$
|
62,666
|
|
|
$
|
72,042
|
|
Basic net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic common shares
|
|
|
48,846
|
|
|
|
45,918
|
|
|
|
48,729
|
|
|
|
45,713
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income per share
|
|
$
|
1.67
|
|
|
$
|
1.54
|
|
|
$
|
1.29
|
|
|
$
|
1.58
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic common shares
|
|
|
48,846
|
|
|
|
45,918
|
|
|
|
48,729
|
|
|
|
45,713
|
|
Diluted restricted stock awards and stock options
|
|
|
682
|
|
|
|
984
|
|
|
|
681
|
|
|
|
1,234
|
|
Diluted common shares
|
|
|
49,528
|
|
|
|
46,902
|
|
|
|
49,410
|
|
|
|
46,947
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income per share
|
|
$
|
1.65
|
|
|
$
|
1.50
|
|
|
$
|
1.27
|
|
|
$
|
1.53
|
|
Note 6 – Notes Payable
Notes Payable consists of the following (in
thousands):
|
|
October
31, 2017
|
|
|
October
31, 2016
|
|
|
January 31,
2017
|
|
|
|
|
|
|
|
|
|
|
|
Prior revolving credit facility
|
|
$
|
—
|
|
|
$
|
91,334
|
|
|
$
|
—
|
|
Term loan
|
|
|
300,000
|
|
|
|
—
|
|
|
|
300,000
|
|
New revolving credit facility
|
|
|
349,648
|
|
|
|
—
|
|
|
|
91,121
|
|
Note issued to LVMH
|
|
|
125,000
|
|
|
|
—
|
|
|
|
125,000
|
|
Subtotal
|
|
|
774,648
|
|
|
|
91,334
|
|
|
|
516,121
|
|
Less: Net debt issuance costs and debt discount
(1)
|
|
|
(48,040
|
)
|
|
|
—
|
|
|
|
(54,365
|
)
|
Total
|
|
$
|
726,608
|
|
|
$
|
91,334
|
|
|
$
|
461,756
|
|
(1)
|
This
table does not include the debt issuance costs, net of amortization, totaling $10.1 million and $11.9 million as of October 31,
2017 and January 31, 2017, respectively, related to the new revolving credit facility. The debt issuance costs have been deferred
and are classified in prepaid expense in the accompanying Consolidated Condensed Balance Sheet as permitted under ASU 2015-15.
|
Term Loan
In connection with the acquisition of DKI,
the Company borrowed $350.0 million under a senior secured term loan facility (the “Term Loan”). The Term Loan will
mature in December 2022. The Term Loan was subject to amortization payments of 0.625% of the original aggregate principal
amount of the Term Loan per quarter, with the balance due at maturity. On December 1, 2016, the Company prepaid $50.0 million
in principal amount of the Term Loan. This prepayment relieved G-III of its obligation to make quarterly amortization payments
for the remainder of the term.
Interest on the outstanding principal amount
of the Term Loan accrues at a rate equal to LIBOR, subject to a 1% floor, plus an applicable margin of 5.25% or an alternate base
rate (defined as the greatest of (i) the “prime rate” as published by the Wall Street Journal from time to
time, (ii) the federal funds rate plus 0.5% or (iii) the LIBOR rate for a borrowing with an interest period of one month) plus
4.25%, per annum, payable in cash. As of October 31, 2017, interest under the Term Loan was being paid at an average rate of 6.47%
per annum.
The Term Loan is secured by certain assets
of the Company and certain of its subsidiaries. The Term Loan contains covenants that restrict the Company’s ability to among
other things, incur additional debt, sell or dispose certain assets, make certain investments, incur liens and enter into acquisitions.
This loan also includes a mandatory prepayment provision on excess cash flow as defined within the agreement. A first lien leverage
covenant requires the Company to maintain a level of debt to EBITDA at a ratio as defined over the term of the agreement. As of
October 31, 2017, the Company was in compliance with these covenants.
New Revolving Credit Facility
Upon closing of the acquisition of DKI, the
Company’s prior credit agreement (the “prior revolving credit facility”) was refinanced and replaced by a $650
million amended and restated credit agreement (the “new revolving credit facility”). Amounts available under the new
revolving credit facility are subject to borrowing base formulas and over advances as specified in the new revolving credit facility
agreement. Borrowings bear interest, at the Company’s option, at LIBOR plus a margin of 1.25% to 1.75% or an alternate base
rate (defined as the greatest of (i) the “prime rate” of JPMorgan Chase Bank, N.A. from time to time, (ii)
the federal funds rate plus 0.5% or (iii) the LIBOR rate for a borrowing with an interest period of one month) plus a margin of
0.25% to 0.75%, with the applicable margin determined based on the availability under the new revolving credit facility agreement.
As of October 31, 2017, interest under the new revolving credit agreement was being paid at the average rate of 2.42% per annum.
The new revolving credit facility has a five-year term ending December 1, 2021. In addition to paying interest on any outstanding
borrowings under the new revolving credit facility, the Company is required to pay a commitment fee to the lenders under the credit
agreement with respect to the unutilized commitments. The commitment fee accrues at a rate equal to 0.25% per annum on the average
daily amount of the unutilized commitments.
As of October 31, 2017, the Company had $349.6
million of borrowings outstanding under the new revolving credit facility, all of which are classified as long-term liabilities.
As of October 31, 2017, there were outstanding trade and standby letters of credit amounting to $4.5 million and $3.4 million,
respectively.
LVMH Note
As part of the consideration for the acquisition
of DKI, the Company issued to LVMH a junior lien secured promissory note in the principal amount of $125.0 million (the
“LVMH Note”) that bears interest at the rate of 2% per year. $75.0 million of the principal amount of the LVMH Note
is due and payable on June 1, 2023 and $50.0 million of such principal amount is due and payable on December 1, 2023.
ASC 820 - Fair Value Measurements requires the note to be recorded at fair value. As a result, the Company recorded debt discount
in the amount of $40.0 million. This discount is being amortized as interest expense using the effective interest method over the
term of the LVMH Note.
Note 7 – Segments
The Company’s reportable segments are
business units that offer products through different channels of distribution. The Company has two reportable segments: wholesale
operations and retail operations. The wholesale operations segment includes sales of products under brands licensed by the Company
from third parties, as well as sales of products under the Company’s own brands and private label brands. Wholesale sales
and revenues from license agreements related to the Donna Karan and DKNY business are included in the wholesale operations segment.
The retail operations segment consists primarily of the Wilsons Leather, G.H. Bass and DKNY stores, as well as a limited number
of Calvin Klein Performance and Karl Lagerfeld Paris stores.
The following information, in thousands, is
presented for the three and nine-month periods indicated below:
|
|
Three
Months Ended October 31, 2017
|
|
|
|
Wholesale
|
|
|
Retail
|
|
|
Elimination
(1)
|
|
|
Total
|
|
Net sales
|
|
$
|
966,820
|
|
|
$
|
118,709
|
|
|
$
|
(60,536
|
)
|
|
$
|
1,024,993
|
|
Cost of goods sold
|
|
|
636,878
|
|
|
|
57,786
|
|
|
|
(60,536
|
)
|
|
|
634,128
|
|
Gross profit
|
|
|
329,942
|
|
|
|
60,923
|
|
|
|
—
|
|
|
|
390,865
|
|
Selling, general and administrative
|
|
|
174,679
|
|
|
|
68,061
|
|
|
|
—
|
|
|
|
242,740
|
|
Depreciation and amortization
|
|
|
6,790
|
|
|
|
116
|
|
|
|
—
|
|
|
|
6,906
|
|
Operating profit (loss)
|
|
$
|
148,473
|
|
|
$
|
(7,254
|
)
|
|
$
|
—
|
|
|
$
|
141,219
|
|
|
|
Three
Months Ended October 31, 2016
|
|
|
|
Wholesale
|
|
|
Retail
|
|
|
Elimination
(1)
|
|
|
Total
|
|
Net sales
|
|
$
|
794,382
|
|
|
$
|
107,238
|
|
|
$
|
(18,144
|
)
|
|
$
|
883,476
|
|
Cost of goods sold
|
|
|
521,359
|
|
|
|
58,809
|
|
|
|
(18,144
|
)
|
|
|
562,024
|
|
Gross profit
|
|
|
273,023
|
|
|
|
48,429
|
|
|
|
—
|
|
|
|
321,452
|
|
Selling, general and administrative
|
|
|
140,356
|
|
|
|
57,918
|
|
|
|
—
|
|
|
|
198,274
|
|
Depreciation and amortization
|
|
|
5,169
|
|
|
|
2,864
|
|
|
|
—
|
|
|
|
8,033
|
|
Operating profit (loss)
|
|
$
|
127,498
|
|
|
$
|
(12,353
|
)
|
|
$
|
—
|
|
|
$
|
115,145
|
|
|
|
Nine
Months Ended October 31, 2017
|
|
|
|
Wholesale
|
|
|
Retail
|
|
|
Elimination
(1)
|
|
|
Total
|
|
Net sales
|
|
$
|
1,887,902
|
|
|
$
|
324,329
|
|
|
$
|
(120,191
|
)
|
|
$
|
2,092,040
|
|
Cost of goods sold
|
|
|
1,251,368
|
|
|
|
165,251
|
|
|
|
(120,191
|
)
|
|
|
1,296,428
|
|
Gross profit
|
|
|
636,534
|
|
|
|
159,078
|
|
|
|
—
|
|
|
|
795,612
|
|
Selling, general and administrative
|
|
|
433,324
|
|
|
|
202,676
|
|
|
|
—
|
|
|
|
636,000
|
|
Depreciation and amortization
|
|
|
20,403
|
|
|
|
7,077
|
|
|
|
—
|
|
|
|
27,480
|
|
Operating profit (loss)
|
|
$
|
182,807
|
|
|
$
|
(50,675
|
)
|
|
$
|
—
|
|
|
$
|
132,132
|
|
|
|
Nine
Months Ended October 31, 2016
|
|
|
|
Wholesale
|
|
|
Retail
|
|
|
Elimination
(1)
|
|
|
Total
|
|
Net sales
|
|
$
|
1,538,096
|
|
|
$
|
302,188
|
|
|
$
|
(57,139
|
)
|
|
$
|
1,783,145
|
|
Cost of goods sold
|
|
|
1,029,829
|
|
|
|
167,691
|
|
|
|
(57,139
|
)
|
|
|
1,140,381
|
|
Gross profit
|
|
|
508,267
|
|
|
|
134,497
|
|
|
|
—
|
|
|
|
642,764
|
|
Selling, general and administrative
|
|
|
333,906
|
|
|
|
170,641
|
|
|
|
—
|
|
|
|
504,547
|
|
Depreciation and amortization
|
|
|
15,539
|
|
|
|
7,359
|
|
|
|
—
|
|
|
|
22,898
|
|
Operating profit (loss)
|
|
$
|
158,822
|
|
|
$
|
(43,503
|
)
|
|
$
|
—
|
|
|
$
|
115,319
|
|
|
(1)
|
Represents
intersegment sales to the Company’s retail operations.
|
The total assets for each of the Company’s reportable segments
are as follows:
|
|
October
31, 2017
|
|
|
October
31, 2016
|
|
|
January
31, 2017
|
|
|
|
(In thousands)
|
|
Wholesale
|
|
$
|
1,871,373
|
|
|
$
|
1,072,994
|
|
|
$
|
1,477,259
|
|
Retail
|
|
|
251,649
|
|
|
|
227,743
|
|
|
|
228,352
|
|
Corporate
(1)
|
|
|
136,031
|
|
|
|
122,704
|
|
|
|
146,333
|
|
Total Assets
|
|
$
|
2,259,053
|
|
|
$
|
1,423,441
|
|
|
$
|
1,851,944
|
|
|
(1)
|
Includes
assets not allocated to either reportable segment.
|
Note 8 – Canadian Customs Duty Examination
In October 2017, the Canada Border
Service Agency (“CBSA”) issued a final audit report to G-III Apparel Canada ULC (“G-III Canada”), a wholly-owned
subsidiary of the Company. The report challenged the valuation used by G-III Canada for certain goods imported into Canada. The
period covered by the examination is February 1, 2014 through the date of the final report, October 27, 2017. The CBSA has requested
G-III Canada to reassess its customs entries for that period using the price paid or payable by the Canadian retail customers
for certain imported goods rather than the price paid by G-III Canada to the vendor. The CBSA has also requested that G-III Canada
change the valuation method used to pay duties with respect to future imported goods. G-III Canada is required to
make a pre-payment to the CBSA of the additional duties as a result of the reassessment within 90 days of the date
the final report was issued even though G-III Canada intends to appeal this reassessment. The Company has estimated the
amount of additional duties that could be payable to the CBSA to be between $9 million to $15 million, plus interest.
G-III Canada, based on the advice of counsel, believes it has positions that support its ability to receive a refund
of this amount on appeal and intends to vigorously contest the findings of the CBSA.
Note 9 – Recent Accounting Pronouncements
Accounting Guidance Issued Being Evaluated
for Adoption
In May 2017, the Financial Accounting Standard
Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU 2017-09, “
Compensation —
Stock Compensation (Topic 718): Scope of Modification Accounting
.” ASU 2017-09 provides clarification on when modification
accounting should be used for changes to the terms or conditions of a share-based payment award. ASU 2017-09 does not change the
accounting for modifications but clarifies that modification accounting guidance should only be applied if there is a change to
the value, vesting conditions or award classification and would not be required if the changes are considered non-substantive.
The amendments of ASU 2017-09 are effective for reporting periods beginning after December 15, 2017, with early adoption permitted.
The adoption of ASU 2017-09 is not expected to have an impact on the Company’s consolidated financial statements.
In January 2017, the FASB issued ASU 2017-04,
“
Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment
.” The purpose
of ASU 2017-04 is to simplify the subsequent measurement of goodwill by removing the second step of the two-step impairment test.
The amendment should be applied on a prospective basis. ASU 2017-04 is effective for fiscal years beginning after December 15,
2019, including interim periods within that year. Early adoption is permitted for interim or annual goodwill impairment tests performed
on testing dates after January 1, 2017. The Company does not expect ASU 2017-04 to have an impact on its consolidated financial
statements.
In January 2017, the FASB issued ASU 2017-01,
“
Business Combinations (Topic 805): Clarifying the Definition of a Business
.” The purpose of ASU 2017-01 is
to clarify the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions
(or disposals) of assets or businesses. ASU 2017-01 is effective for fiscal years beginning after December 15, 2017, including
interim periods within that year. The amendments in ASU 2017-01 should be applied prospectively on or after the effective date.
Early adoption is permitted. The Company does not expect ASU 2017-01 to have an impact on its consolidated financial statements.
In October 2016, the FASB issued ASU 2016-16,
“
Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory
.” The update requires an entity
to recognize the income tax consequences of an intra-entity transfer of an asset upon transfer other than inventory, eliminating
the current recognition exception. Prior to the update, GAAP prohibited the recognition of current and deferred income taxes for
intra-entity asset transfers until the asset was sold to an outside party. The amendments in this update do not include new disclosure
requirements; however, existing disclosure requirements might be applicable when accounting for the current and deferred income
taxes for an intra-entity transfer of an asset other than inventory. For public business entities, the amendments in this update
are effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those
fiscal years. The Company does not expect ASU 2016-16 to have a material impact on its consolidated financial statements.
In August 2016, the FASB issued ASU
2016-15, “
Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments
,”
which clarifies guidance with respect to the classification of eight specific cash flow issues. ASU 2016-15 was issued to
reduce diversity in practice and prevent financial statement restatements. Cash flow issues include: debt prepayment or debt
extinguishment costs, settlement of zero-coupon bonds, contingent consideration payments made after a business combination,
proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies and
bank-owned life insurance policies, distributions received from equity method investees, beneficial interests in
securitization transactions and separately identifiable cash flows and application of the predominance principle. ASU 2016-15
is effective for public business entities for fiscal years beginning after December 15, 2017, including interim periods
within those fiscal years. Under the provision, entities must apply the guidance retrospectively to all periods presented but
may apply it prospectively if retrospective application would be impracticable. The Company does not believe that adoption of
this new guidance will have a material effect on its condensed consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02,
“
Leases (Topic 842)
.” The primary difference between the current requirement under GAAP and ASU 2016-02 is the
recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. The FASB has continued
to clarify this guidance and most recently issued ASU 2017-13 “
Amendments to SEC Paragraphs Pursuant to the Staff Announcement
at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments
.” ASU 2016-02
requires that a lessee recognize in the statement of financial position a liability to make lease payments (the lease liability)
and a right-of-use asset representing its right to use the underlying asset for the lease term (other than leases that meet the
definition of a short-term lease). The liability will be equal to the present value of lease payments. The asset will be based
on the liability, subject to adjustment, such as for initial direct costs. For income statement purposes, the FASB retained a dual
model, requiring leases to be classified as either operating or finance. Operating leases will result in straight-line expense
(similar to current operating leases) while finance leases will result in a front-loaded expense pattern (similar to current capital
leases). Classification will be based on criteria that are for the most part similar to those applied in current lease accounting.
ASU 2016-02 may be adopted using a modified retrospective transition, and provides for certain practical expedients. Transactions
will require application of the new guidance at the beginning of the earliest comparative period presented. The guidance is effective
for public entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption
is permitted. The Company is currently assessing the potential impact of ASU 2016-02 on its consolidated financial statements.
Given the Company’s significant number of leases, the Company expects this standard will result in a significant increase
to its long-term assets and liabilities but does not expect it to have a material impact on its statements of operations. The Company
is required to adopt the new standard in the first quarter of fiscal 2020 and does not expect to early adopt this new standard.
In January 2016, the FASB issued ASU 2016-01,
“
Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets
and Financial Liabilities
.” This standard (i) modifies how entities measure equity investments and present changes in
the fair value of financial liabilities, (ii) simplifies the impairment assessment of equity investments without readily determinable
fair values by requiring a qualitative assessment to identify impairment, (iii) changes presentation and disclosure requirements
and (iv) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale
securities in combination with the entity’s other deferred tax assets. ASU 2016-01 is effective for fiscal years beginning
after December 15, 2017, including interim periods within those fiscal years. Early application is permitted. The Company does
not expect that the adoption of this ASU will have a material impact on its statement of operations.
In May 2014, the FASB issued ASU 2014-09,
"
Revenue from Contracts with Customers (Topic 606)
." This update will replace the existing revenue recognition
guidance in GAAP and requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer
of promised goods or services to customers. The FASB has continued to clarify this guidance and has issued ASU 2017-13 “
Amendments
to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements
and Observer Comments
”; ASU 2016-08, “
Principal versus Agent Considerations (Reporting Revenue Gross versus
Net)
”; ASU 2016-10, “
Identifying Performance Obligations and Licensing
”; ASU 2016-12, “
Narrow-Scope
Improvements and Practical Expedients
”; and ASU 2016-20, “
Technical Corrections and Improvements to Topic 606,
Revenue from Contracts with Customers
.” The amendments to ASU 2014-09 are intended to render more detailed implementation
guidance with the expectation of reducing the degree of judgment necessary to comply with Topic 606. These new standards have
the same effective date as ASU 2014-09 and will be effective for public entities for fiscal years beginning after December 15,
2017, and interim periods within those fiscal years. The guidance permits two methods of adoption: retrospectively to each prior
reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the
guidance recognized at the date of initial application (modified retrospective method). The Company has decided to adopt the pronouncement
using a modified retrospective approach. The Company performed an analysis of its current revenue streams worldwide and identified
potential changes that will result from the adoption of the new guidance. The Company is currently identifying and preparing to
implement changes to its accounting processes and controls to support the new revenue recognition and disclosure requirements.
The Company currently believes that the adoption of Topic 606 will primarily affect its wholesale operations segment in the timing
of recognition of certain adjustments that are currently recorded in net sales. For example, the Company is currently recording
markdowns and certain customer allowances when the liability is known or incurred. Under the new guidance, the Company will have
to estimate a liability for future anticipated markdowns and allowances related to all shipments that have taken place. The Company
also expects that reclassifications of certain operating expenses that are considered customer assistance, such as cooperative
advertising, which aggregated approximately $26.0 million in fiscal 2017 and are currently recorded in selling, general
and administrative expenses, will be recorded as an offset to net sales under the new guidance. The Company believes that the
retail operations segment will not be materially impacted by the new guidance, as its retail stores do not currently offer significant
loyalty programs to customers. Under the new standard, the transition adjustment as of February 1, 2018 to retained earnings is estimated to be between approximately $23 million and $30 million. This estimate may change as the Company continues the evaluation of the new guidance.
Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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Unless the context otherwise requires, “G-III”,
“us”, “we” and “our” refer to G-III Apparel Group, Ltd. and its subsidiaries. References to
fiscal years refer to the year ended or ending on January 31 of that year. For example, our fiscal year ending January 31, 2018
is referred to as “fiscal 2018”. Vilebrequin, KLH and KLNA report results on a calendar year basis rather than on the
January 31 fiscal year basis used by G-III. Accordingly, the results of Vilebrequin, KLH and KLNA are and will be included in our
financial statements for the quarter ended or ending closest to G-III’s fiscal quarter. For example, in this Form 10-Q for
the nine-month period ended October 31, 2017, the results of Vilebrequin, KLH and KLNA are included for the nine-month period ended
September 30, 2017. We account for our investment in KLH and KLNA using the equity method of accounting. The Company’s retail
stores report results on a 52/53-week fiscal year.
The operating results of DKI have been included
in our financial statements since December 1, 2016, the date of acquisition.
Various statements contained in this Form 10-Q,
in future filings by us with the SEC, in our press releases and in oral statements made from time to time by us or on our behalf
constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are based on current expectations and are indicated by words or phrases such as “anticipate,”
“estimate,” “expect,” “will,” “project,” “we believe,” “is or
remains optimistic,” “currently envisions,” “forecasts,” “goal” and similar words or
phrases and involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements
to be materially different from the future results, performance or achievements expressed in or implied by such forward-looking
statements. Forward-looking statements also include representations of our expectations or beliefs concerning future events that
involve risks and uncertainties, including, but not limited to:
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our
dependence on licensed products;
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our dependence on the strategies and reputation of our licensors;
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costs and uncertainties with respect to expansion of our product offerings;
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the performance of our products at retail and customer acceptance of new products;
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retail customer concentration;
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risks of doing business abroad;
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price, availability and quality of materials used in our products;
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the need to protect our trademarks and other intellectual property;
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risks relating to our retail business;
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dependence on existing management;
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our ability to make strategic acquisitions and possible disruptions from acquisitions;
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need for additional financing;
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seasonal nature of our business;
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our reliance on foreign manufacturers;
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the need to successfully upgrade, maintain and secure our information systems;
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data security or privacy breaches;
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the impact of the current economic and credit environment on us, our customers, suppliers and vendors;
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the effects of competition in the markets in which we operate, including from e-commerce retailers;
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consolidation of our retail customers;
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additional legislation and/or regulation in the United States or around the world;
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our ability to import products in a timely and cost effective manner;
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our ability to continue to maintain our reputation;
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fluctuations in the price of our common stock;
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potential effect on the price of our common stock if actual results are worse than financial forecasts;
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the
effect of regulations applicable to us as a U.S. public company; and
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matters
relating to the acquisition of DKI, including:
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our
ability to combine our business with the DKNY/Donna Karan business successfully or in a timely and cost-efficient manner;
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the increase in our indebtedness as a result of the acquisition;
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the significant costs we incurred as a result of the acquisition;
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the significant increase in the amount of our goodwill and other intangibles; and
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the degree of business disruption relating to the acquisition.
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Any forward-looking statements are based largely
on our expectations and judgments and are subject to a number of risks and uncertainties, many of which are unforeseeable and beyond
our control. A detailed discussion of significant risk factors that have the potential to cause our actual results to differ materially
from our expectations is described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year
ended January 31, 2017. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise, except as required by law.
Overview
G-III designs, manufactures and markets an
extensive range of apparel, including outerwear, dresses, sportswear, swimwear, women’s suits and women’s performance
wear, as well as women’s handbags, footwear, small leather goods, cold weather accessories and luggage. We sell our products
under our own proprietary brands, which include DKNY, Donna Karan, Vilebrequin, Eliza J, Jessica Howard, G.H. Bass, Weejuns, Andrew
Marc and Marc New York, as well as under licensed brands and private retail labels.
We sell products under an extensive portfolio
of well-known licensed brands, including Calvin Klein, Tommy Hilfiger, Karl Lagerfeld Paris, Levi’s, Docker’s, Ivanka
Trump, Kenneth Cole, Cole Haan and Guess?. In our team sports business, we have licenses with the National Football League, National
Basketball Association, Major League Baseball, National Hockey League, Hands High, Touch by Alyssa Milano and over 140 U.S. colleges
and universities.
We operate in fashion markets that are intensely
competitive. Our ability to continuously evaluate and respond to changing consumer demands and tastes, across multiple market segments,
distribution channels and geographic areas is critical to our success. Although our portfolio of brands is aimed at diversifying
our risks in this regard, misjudging shifts in consumer preferences could have a negative effect on our business. Our success in
the future will depend on our ability to design products that are accepted in the marketplace, source the manufacture of our products
on a competitive basis, and continue to diversify our product portfolio and the markets we serve.
Segments
We report based on two reportable segments:
wholesale operations and retail operations.
The wholesale operations segment includes sales
of products under brands licensed by us from third parties, as well as sales of products under our own brands and private label
brands. Wholesale sales and revenues from license agreements related to the DKI business are included in the wholesale operations
segment.
The retail operations segment consists primarily
of our Wilsons Leather, G.H. Bass and DKNY retail stores, substantially all of which are operated as outlet stores. As of October
31, 2017, we operated 169 Wilsons Leather stores, 145 G.H. Bass stores, 52 DKNY stores, 8 Karl Lagerfeld Paris stores and 4 Calvin
Klein Performance stores. We also operate online stores for Wilsons Leather, G.H. Bass and DKNY.
Recent Transactions
We have expanded our portfolio of proprietary
and licensed brands through acquisitions and by entering into license agreements for new brands or for additional products under
previously licensed brands. Acquisitions are part of our strategy to expand our product offerings and increase the portfolio of
proprietary and licensed brands that we offer through different tiers of retail distribution.
In August 2017, we entered into a joint
venture with Amlon Capital B.V., a private company incorporated in the Netherlands, to produce and market women’s and
men’s apparel and accessories pursuant to a long-term license for DKNY and Donna Karan in the People’s Republic
of China, including Macau, Hong Kong and Taiwan. We own 49% of the joint venture, with Amlon owning the remaining 51%. The
joint venture will be funded with $25 million of equity that will be used to strengthen the DKNY and Donna Karan brands and
accelerate the growth of the business in the region. Of this amount, we are required to contribute $10.0 million by August
2018. As of January 1, 2018, this joint venture will be the exclusive seller of women’s and men’s
apparel, handbags, luggage and certain accessories under the DKNY and Donna Karan brands in the territory. We expect to start
generating revenue from this joint venture in the beginning of fiscal 2019.
In March 2017, we entered into an agreement
with Macy’s under which Macy’s will serve, beginning February 2018, as the exclusive U.S. department store for sales
of DKNY women’s apparel and accessories. Under the agreement, Macy’s will have the exclusive rights to sell DKNY women’s
apparel, including women’s sportswear, dresses, suit separates, sport, denim, swimwear and outerwear, as well as handbags
and women’s shoes in all Macy’s locations and Macys.com. The agreement also plans for increased and enhanced DKNY shop-in-shops
in many Macy’s stores. G-III and Macy’s are committed to making DKNY the premier fashion and lifestyle brand.
In December 2016, we acquired all of the outstanding
capital stock of DKI from LVMH Moet Hennessy Louis Vuitton Inc. for a total purchase price of approximately $669.8 million. DKI
owns Donna Karan and DKNY, two of the world’s most iconic and recognizable power brands. The acquisition of Donna Karan fits
squarely into our strategy to diversify and expand our business and to increase our ownership of brands. We intend to focus on
the expansion of the DKNY brand, while also re-establishing DKNY Jeans, Donna Karan and other associated brands. We believe that
we can also capitalize on significant, untapped global licensing potential in a number of men’s categories, as well as in
home and jewelry. We believe our strong track record of driving organic growth, identifying and integrating acquisitions and developing
talent throughout the organization makes the potential of the DKNY and Donna Karan brands especially appealing.
In addition to the agreement with Macy’s
with respect to DKNY referred to above, we re-launched Donna Karan as an aspirational luxury brand that will be priced above DKNY
and targeted to fine department stores nationwide. We sell DKNY products through department stores, specialty retailers and online
retailers worldwide, as well as through company-operated retail stores, e-commerce sites and distribution agreements. We also will
maintain DKNY’s agreements with international license partners and distributors outside of the United States. Products outside
the exclusive categories and products distributed by DKNY’s various licensees under other categories will continue to be
sold to department stores, including Macy’s. Sales of DKNY and Donna Karan product in the first half of fiscal 2018 were
primarily of product produced by the prior owner of DKI.
Licensed Products
The sale of licensed products is a key element
of our strategy and we have continually expanded our offerings of licensed products for more than 20 years.
In September 2017, we renewed our license agreements
with Levi’s and Dockers for an additional four-year term. We also recently extended our license agreements with the National
Basketball Association and for Vince Camuto dresses. Both of these license agreements were extended to 2020.
In July 2016, we signed a three-year extension
through March 2020 of our license agreement with the National Football League. This agreement includes men’s and women’s
outerwear, Starter men’s and women’s outerwear, men’s and women’s lifestyle apparel, Hands High men’s
and women’s lifestyle apparel and Touch by Alyssa Milano women’s lifestyle apparel.
In February 2016, we expanded our relationship
with Tommy Hilfiger through a license agreement for Tommy Hilfiger womenswear in the United States and Canada. This license for
women’s sportswear, dresses, suit separates, performance and denim is in addition to our existing Tommy Hilfiger licenses
for men’s and women’s outerwear and luggage. This Tommy Hilfiger womenswear license agreement has an initial term of
five years and a renewal term of four years. Macy’s will continue to be the principal retailer of Tommy Hilfiger in the United
States and women’s sportswear will continue to be a Macy’s exclusive offering. We believe Tommy Hilfiger is a classic
American lifestyle brand. We intend to leverage our market expertise to help build sales of Tommy Hilfiger women’s apparel.
We increased the distribution of our Tommy Hilfiger product in the first half of fiscal 2018 and are expanding sales of this product
in the second half of fiscal 2018.
We believe that consumers prefer to buy brands
they know. We have continually sought licenses that would increase the portfolio of name brands we can offer through different
tiers of retail distribution and for a wide array of products at a variety of price points. We believe that brand owners will look
to consolidate the number of licensees they engage to develop product and they will seek licensees with a successful track record
of expanding brands into new categories. It is our objective to continue to expand our product offerings and we are continually
discussing new licensing opportunities with brand owners.
Licensing of Proprietary Brands
As we have increased our portfolio of proprietary
brands, we have licensed these brands in categories outside our core competencies. We began licensing Andrew Marc, Vilebrequin
and G.H. Bass in selected categories after acquiring these brands in 2008, 2012 and 2013, respectively. Our licensing program is
expected to significantly increase as a result of owning the Donna Karan and DKNY brands.
The DKNY brand is currently licensed for a
broad array of products including fragrance, watches, hosiery, intimates, eyewear, children’s clothing, home furnishings,
sleepwear, men’s tailored clothing and men’s suits. We recently licensed DKNY and Donna Karan men’s and women’s
apparel and accessories in China pursuant to a long-term license agreement with a joint venture of which we are a 49% owner. We
also recently signed license agreements for the DKNY brand in North America for menswear, fashion jewelry and children’s
apparel, and a license agreement for the DKNY brand and the Donna Karan brand in North America for women’s belts. We intend
to focus on the expansion of licensing opportunities for the DKNY brand, while also re-establishing DKNY Jeans, Donna Karan and
other associated brands. We believe that we can capitalize on significant, untapped global licensing potential in a number of categories.
G.H. Bass is licensed for the wholesale distribution
of men’s and women’s footwear, men’s sportswear, men’s and boy’s tailored clothing, men’s socks,
men’s accessories and women’s hosiery.
Vilebrequin has entered into licenses for watches
and sunglasses, which commenced shipping in April 2017.
The Andrew Marc brand is currently licensed for men’s tailored
clothing and men’s footwear.
Retail Operations
We experienced substantial losses in our retail
operations segment in fiscal 2017 and the first three quarters of fiscal 2018. We are focusing on turning around our retail business
by terminating or renegotiating long-term leases as they come up for renewal, implementing cost-cutting initiatives, revising our
merchandising strategy and repurposing certain Wilsons Leather and G.H. Bass stores for the Karl Lagerfeld Paris or DKNY brands.
We intend to continue our program of door count reduction of Wilsons Leather and G.H. Bass stores and increase the efficiency and
productivity of our retail operations. At the beginning of our current fiscal year, we operated 353 Wilsons Leather and G.H. Bass
stores. At October 31, 2017, the store count for these two brands had decreased to 314 locations and we expect to further reduce
the number of Wilsons Leather and G.H. Bass stores to approximately 285 locations by the end of this fiscal year.
Sales of apparel over the Internet continue
to increase. Our e-commerce business consists of our own web platforms at www.dkny.com, www.donnakaran.com, www.wilsonsleather.com,
www.ghbass.com, www.vilebrequin.com and www.andrewmarc.com. We are building an e-commerce team to help us expand our online opportunities
going forward. We also sell our Karl Lagerfeld Paris products on its website, www.karllagerfeldparis.com. We sell our licensed
products over the web through retail partners such as Macys.com and Nordstrom.com, each of which has a significant online business.
We have also increased sales to pure play online retail partners such as Amazon and Fanatics. We continue to develop additional
marketing initiatives over the Internet, our web sites and social media to increase our e-commerce presence.
Trends
Significant trends that affect the apparel
industry include retail chains closing unprofitable stores, an increased focus by retail chains on expanding their e-commerce,
the continued consolidation of retail chains and the desire on the part of retailers to consolidate vendors supplying them.
Retailers are seeking to expand the differentiation
of their offerings by devoting more resources to the development of exclusive products, whether by focusing on their own private
label products or on products produced exclusively for a retailer by a national brand manufacturer. Retailers are placing more
emphasis on building strong images for their private label and exclusive merchandise. Exclusive brands are only made available
to a specific retailer, and thus customers loyal to their brands can only find them in the stores of that retailer.
A number of retailers are experiencing financial
difficulties, which in some cases has resulted in bankruptcies, liquidations and/or store closings. The financial difficulties
of a retail customer of ours could result in reduced business with that customer. We may also assume higher credit risk relating
to receivables of a retail customer experiencing financial difficulty that could result in higher reserves for doubtful accounts
or increased write-offs of accounts receivable. We attempt to mitigate credit risk from our customers by closely monitoring accounts
receivable balances and shipping levels, as well as the ongoing financial performance and credit standing of customers.
Sales of apparel over the Internet continue
to increase. We are addressing the increase in online shopping by developing additional marketing initiatives over the Internet,
our web sites and social media.
We have attempted to respond to trends in our
industry by continuing to focus on selling products with recognized brand equity, by attention to design, quality and value and
by improving our sourcing capabilities. We have also responded with the strategic acquisitions made by us and new license agreements
entered into by us that added to our portfolio of licensed and proprietary brands and helped diversify our business by adding new
product lines, expanding distribution channels and developing the retail component of our business. We believe that our broad distribution
capabilities help us to respond to the various shifts by consumers between distribution channels and that our operational capabilities
will enable us to continue to be a vendor of choice for our retail partners.
Proposed Tax Legislation
Each of the House of Representatives and
the Senate have passed legislation that would revise the Internal Revenue Code. Matters addressed in each of the House and Senate
versions of a tax bill include, among other things, changes to U.S. federal corporate and individual tax rates, imposing limitations
on the deductibility of interest, allowing for the accelerated expensing of capital expenditures, the migration from a “worldwide”
system of taxation to a territorial system, a global minimum tax on corporate earnings and a one-time tax on overseas earnings.
The details of any tax legislation that may ultimately be adopted are not clear. The impact of any potential tax legislation on
our business and results of operation is uncertain.
Results of Operations
Three months ended October 31 2017 compared
to three months ended October 31, 2016
Net sales for the three months ended October
31, 2017 increased to $1.02 billion from $883.5 million in the same period last year. Net sales of our segments are reported before
intercompany eliminations. Net sales of our wholesale operations segment increased to $966.8 million from $794.4 million in the
comparable period last year. Net sales from our acquired DKNY and Donna Karan brands accounted for $87.0 million of the increase.
The increase in net sales of our wholesale operations segment was also a result of a $42.0 million increase in net sales of Tommy
Hilfiger licensed products, primarily from our denim and men’s and women’s outerwear licensed products, a $28.5 million
increase in net sales of Calvin Klein licensed products, primarily from women’s sportswear and dresses, a $15.6 million
increase in net sales of our Andrew Marc line of products and a $14.1 million increase in net sales of our Karl Lagerfeld
Paris licensed products. These increases were offset, in part, by a $27.7 million decrease in net sales of private label products.
Net sales of our retail operations segment
increased to $118.7 million for the three months ended October 31, 2017 from $107.2 million in the same period last year.
The increase in net sales was the result of $17.6 million in net sales from our DKNY retail stores acquired in December 2016,
offset, in part, by a decrease in net sales of $6.9 million in our G.H. Bass stores. We operated 35 fewer stores as of October
31, 2017 compared to October 31, 2016. Wilsons Leather same store sales increased by 2.4% compared to the same period in the prior
year. G.H. Bass same store sales decreased by 2.6% compared to the same period in the prior year.
Gross profit increased to $390.9 million,
or 38.1% of net sales, for the three months ended October 31, 2017, from $321.5 million, or 36.4% of net sales, in the same period
last year. The gross profit percentage in our wholesale operations segment was 34.1% in the three months ended October 31, 2017
compared to 34.4% in the same period last year. The gross profit percentage in our retail operations segment was 51.3% for the
three months ended October 31, 2017 compared to 45.2% for the same period last year. This increase in gross profit percentage
of our retail operations segment is due to an increase in gross profit of our G.H. Bass and Wilsons Leather retail store chains
as a result of a reduction in promotional activities, as well as the addition of our DKNY retail stores, which had a higher
gross profit percentage than our other retail stores.
Selling, general and administrative expenses
increased to $242.7 million in the three months ended October 31, 2017 from $198.3 million in the same period last year. Expenses
related to our Donna Karan business represented $40.4 million of this increase. The remainder of the increase is primarily a result
of an increase in advertising costs ($5.8 million) that consists of higher advertising fees paid to our licensors in connection
with the increase in net sales of our licensed products and increase in cooperative advertising related to the increase in net
sales of our wholesale operations segment.
Depreciation and amortization decreased to
$6.9 million in the three months ended October 31, 2017 from $8.0 million in the same period last year. These expenses decreased
primarily due to lower depreciation and amortization in the current quarter compared to the additional depreciation
expense recorded in the first and second quarters of fiscal 2018 with respect to the fixed assets acquired in connection with
the acquisition of DKI.
Interest and financing charges, net, for the
three months ended October 31, 2017 were $13.9 million compared to $1.7 million for the same period last year. The increase in
interest and financing charges is a result of the additional debt incurred in connection with the acquisition of DKI, as well as
the amortization of capitalized debt issuance costs.
Income tax expense for the three months ended
October 31, 2017 was $46.3 million compared to $41.4 million for the same period last year. Our effective tax rate remained the
same for both periods at 37.0% before the effect of an income tax benefit of $1.4 million in the three months ended October 31,
2017 and $682,000 in the three months ended October 31, 2016 in connection with the vesting of equity awards as provided for in
ASU 2016-09.
Nine months ended October 31, 2017 compared
to nine months ended October 31, 2016
Net sales for the nine months ended October
31, 2017 increased to $2.09 billion from $1.78 billion in the same period last year. Net sales of our segments are reported before
intercompany eliminations. Net sales of our wholesale operations segment increased to $1.89 billion from $1.54 billion in the
comparable period last year. Net sales from our acquired DKNY and Donna Karan product lines accounted for $161.7 million of the
increase. The increase in net sales of our wholesale operations segment was also a result of a $108.8 million increase in net
sales of Tommy Hilfiger licensed products primarily from our denim, women’s sportswear and women’s outerwear product
categories, which, for the most part, were launched in the second half of fiscal 2017, as well as an increase in net sales in
Tommy Hilfiger men’s outerwear and women’s dresses. The increase in net sales is also a result of a
$54.0 million increase in net sales of Calvin Klein licensed products, primarily from women’s performance wear and dresses,
a $27.0 million increase in net sales of Karl Lagerfeld Paris licensed products, which commenced shipping during fiscal
year 2017, and a $15.6 million increase in net sales of our Andrew Marc line of products. These increases were are offset,
in part, by a $29.7 million decrease in net sales of private label products.
Net sales of our retail operations segment
increased to $324.3 million for the nine months ended October 31 2017 from $302.2 million in the same period last year. The increase
in net sales of our retail operations segment was the result of $47.4 million in net sales from our DKNY retail stores offset,
in part, by a decrease in net sales of $17.7 million in our G.H. Bass stores and $8.5 million in our Wilsons Leather stores. We
operated 35 fewer stores as of October 31, 2017 compared to October 31, 2016. In addition, G.H. Bass same store sales decreased
by 5.4% compared to the same period in the prior year and Wilsons Leather same store sales decreased by 4.4% compared to the same
period in the prior year.
Gross profit increased to $795.6 million,
or 38.0% of net sales, for the nine months ended October 31, 2017, from $642.8 million, or 36.0% of net sales, in the same period
last year. The gross profit percentage in our wholesale operations segment was 33.7% in the nine months ended October 31, 2017
compared to 33.0% in the same period last year. The gross profit percentage in our retail operations segment was 49.0% for the
nine months ended October 31, 2017 compared to 44.5% for the same period last year. This increase in gross profit percentage of
our retail operations segment is due to an increase in gross profit of our G.H. Bass and Wilsons retail store chains as a result
of a reduction in promotional activities, as well as the addition of our DKNY retail stores, which had a higher gross profit
percentage than our other retail stores.
Selling, general and administrative expenses
increased to $636.0 million in the nine months ended October 31, 2017 from $504.5 million in the same period last year. Expenses
related to our Donna Karan business represented $115.4 million of this increase. The remainder of the increase is primarily due
to increased facility costs ($11.4 million) and advertising costs ($8.4 million). Facility costs increased because of increased
shipping, storage and processing costs incurred at our third party warehouses. Advertising costs increased due to higher advertising
fees paid to our licensors in connection with the increase in net sales of our licensed products, and an increase in cooperative
advertising related to the increase in net sales of our wholesales operations segment. These increases were offset, in part, by
a decrease in professional fees ($3.0 million) related to fees incurred in connection with the acquisition of DKI in the same
period last year.
Depreciation and amortization increased to
$27.5 million in the nine months ended October 31, 2017 from $22.9 million in the same period last year. These expenses increased
primarily because of additional depreciation and amortization expense incurred as a result of the acquisition of DKI.
Interest and financing charges, net, for the
nine months ended October 31, 2017 were $33.5 million compared to $4.0 million for the same period last year. The increase in interest
and financing charges is a result of the additional debt incurred in connection with the acquisition of DKI, as well as the amortization
of capitalized debt issuance costs.
Income tax expense for the nine months ended
October 31, 2017 was $35.5 million compared to $38.4 million for the same period last year. Our effective tax rate remained the
same for both periods at 37.0% before the effect of an income tax benefit of $1.3 million in the nine months ended October 31,
2017 and $3.1 million in the nine months ended October 31, 2016 in connection with the vesting of equity
awards as provided for in ASU 2016-09.
Liquidity and Capital Resources
Term Loan
In connection with the acquisition of DKI,
on December 1, 2016, we entered into a credit agreement with the lenders party thereto and Barclays Bank PLC, as administrative
and collateral agent (the “Term Loan Credit Agreement”). The Term Loan Credit Agreement provided for term loans in
the aggregate amount of $350.0 million (the “Term Loans”) that we used to fund a portion of the purchase price with
respect to the acquisition of DKI. The Term Loans were subject to amortization payments of 0.625% of the original aggregate principal
amount of the Term Loans per quarter, with the balance due at maturity. On December 1, 2016, we refinanced $50 million in principal
amount of the Term Loans, reducing the principal balance of the Term Loans to $300 million. This prepayment relieved us of our
obligation to make quarterly amortization payments for the remainder of the term.
The Term Loans will mature in December 2022.
Interest on the outstanding principal amount of the Term Loans accrues at a rate equal to LIBOR, subject to a 1% floor, plus an
applicable margin of 5.25% or an alternate base rate (defined as the greatest of (i) the “prime rate” as published
by the Wall Street Journal from time to time, (ii) the federal funds rate plus 0.5% and (iii) the LIBOR rate for a borrowing with
an interest period of one month) plus 4.25%, per annum, payable in cash. As of October 31, 2017, interest under the Term Loans
was being paid at an average rate of 6.47% per annum.
The Term Loans are secured (i) on a first-priority
basis by a lien on our real estate assets, equipment and fixtures, equity interests and intellectual property and certain related
rights owned by us and by certain of our subsidiaries and (ii) by a second-priority security interest in other of our assets
and certain of our subsidiaries, which secure on a first-priority basis our asset-based loan facility described below under the
caption “Amended and Restated Credit Agreement”.
The Term Loans are required to be prepaid with
the proceeds of certain asset sales if such proceeds are not applied as required by the Term Loan Credit Agreement within certain
specified deadlines. The Term Loans are also required to be prepaid in an amount equal to 75% of our Excess Cash Flow (as defined
in the Term Loan Credit Agreement) with respect to each fiscal year ending on or after January 31, 2018. The percentage of Excess
Cash Flow that must be so applied is reduced to 50% if our senior secured leverage ratio is less than 3.00 to 1.00, to 25% if our
senior secured leverage ratio is less than 2.75 to 1.00 and to 0% if our senior secured leverage ratio is less than 2.25 to 1.00.
The Term Loan Credit Agreement contains covenants
that restrict our ability to, among other things, incur additional debt, sell or dispose certain assets, make certain investments,
incur liens and enter into acquisitions. This Agreement also includes a mandatory prepayment provision from Excess Cash Flow as
defined in the Agreement. A first lien leverage covenant requires us to maintain a level of debt to EBITDA at a ratio as defined
over the term of the Term Loan Credit Agreement. As of October 31, 2017, we were in compliance with these covenants.
Amended and Restated Credit Agreement
In connection with the acquisition of DKI,
on December 1, 2016, we entered into an amended and restated credit agreement (the “ABL Credit Agreement”) with JPMorgan
Chase Bank, N.A., as Administrative Agent. The ABL Credit Agreement is a five-year senior secured revolving credit facility providing
for borrowings in the aggregate principal amount of up to $650 million. The ABL Credit Agreement replaced our prior credit agreement
that provided for borrowings of up to $450 million and was due to expire in August 2017.
Amounts available under the ABL Credit Agreement
are subject to borrowing base formulas and over advances as specified in the ABL Credit Agreement. Borrowings bear interest, at
the Borrowers’ option, at LIBOR plus a margin of 1.25% to 1.75% or an alternate base rate (defined as the greatest of
(i) the “prime rate” of JPMorgan Chase Bank, N.A. from time to time, (ii) the federal funds rate plus 0.5% and (iii)
the LIBOR rate for a borrowing with an interest period of one month) plus a margin of 0.25% to 0.75%, with the applicable margin
determined based on the Borrowers’ availability under the ABL Credit Agreement. As of October 31, 2017, interest under the
ABL Credit Agreement was being paid at the average rate of 2.42% per annum. The ABL Credit Agreement is secured by specified assets
of us and certain of our subsidiaries.
In addition to paying interest on any outstanding
borrowings under the ABL Credit Agreement, we are required to pay a commitment fee to the lenders under the ABL Credit Agreement
with respect to the unutilized commitments. The commitment fee accrues at a rate equal to 0.25% per annum on the average daily
amount of the available commitment.
The ABL Credit Agreement contains a number
of covenants that, among other things, restrict our ability, subject to specified exceptions, to incur additional debt; incur liens;
sell or dispose of assets; merge with other companies; liquidate or dissolve G-III; acquire other companies; make loans, advances,
or guarantees; and make certain investments. In certain circumstances, the credit agreement also requires us to maintain a minimum
fixed charge coverage ratio, as defined, that may not exceed 1.00 to 1.00 for each period of twelve consecutive fiscal months of
holdings. As of October 31, 2017, we were in compliance with these covenants.
LVMH Note
On December 1, 2016, as a portion of the
consideration for the acquisition of DKI, we issued to LVMH a junior lien secured promissory note in the principal amount of
$125.0 million (the “LVMH Note”) that bears interest at the rate of 2% per year. $75.0 million of the principal amount
of the LVMH Note is due and payable on June 1, 2023 and $50.0 million of such principal amount is due and payable on December 1,
2023.
In connection with the issuance of the LVMH
Note, LVMH entered into (i) a subordination agreement with Barclays Bank PLC, as administrative agent for the lender parties to
the Term Loans and collateral agent for the senior secured parties thereunder and JPMorgan Chase Bank, N.A., as administrative
agent for the lenders and other senior secured parties under the ABL Credit Agreement, providing that our obligations under the
LVMH Note are subordinate and junior to our obligations under the ABL Credit Agreement and the Term Loans, and (ii) a pledge and
security agreement with us and our subsidiary, G-III Leather Fashions, Inc., pursuant to which G-III Leather granted to LVMH a
security interest in specified collateral to secure our payment and performance of our obligations under the LVMH Note that is
subordinate and junior to the security interest granted by us with respect to our obligations under the ABL Credit Agreement and
Term Loans.
ASC 820 - Fair Value Measurements requires
the note to be recorded at fair value. As a result, we recorded a debt discount in the amount of $40.0 million in connection with
the issuance of the LVMH Note. This discount is being amortized as interest expense using the effective interest rate method over
the term of the LVMH Note.
Outstanding Borrowings
Our primary operating cash requirements are
to fund our seasonal buildup in inventories and accounts receivable, primarily during the second and third fiscal quarters each
year. Due to the seasonality of our business, we generally reach our peak borrowings under our asset-based credit facility during
our third fiscal quarter. The primary sources to meet our operating cash requirements have been borrowings under our credit facility,
cash generated from operations and the sale of our common stock.
We incurred significant additional debt in
connection with our acquisition of DKI. At October 31, 2017, we had $349.6 million in borrowings outstanding under the ABL Credit
Agreement and $300.0 million in borrowings outstanding under the Term Loans. In addition to the amounts outstanding under these
two loan agreements, at October 31, 2017, we had $125.0 of principal amount outstanding under the LVMH Note. At October 31, 2016,
we had $91.3 million outstanding under our prior revolving credit facility.
Our contingent liability under open letters
of credit at October 31, 2017 was approximately $7.9 million compared to $9.8 million at October 31, 2016.
On October 31, 2017, we had cash and cash equivalents of $68.2 million
compared to $45.0 million on October 31, 2016.
Share Repurchase Program
Our Board of Directors has authorized a share
repurchase program of 5,000,000 shares. The timing and actual number of shares repurchased, if any, will depend on a number of
factors, including market conditions and prevailing stock prices, and are subject to compliance with certain covenants contained
in our loan agreement. Share repurchases may take place on the open market, in privately negotiated transactions or by other means,
and would be made in accordance with applicable securities laws. No shares were purchased under the program during the nine months
ended October 31, 2017. As of October 31, 2017, we had approximately 49.1 million shares of common stock outstanding.
Cash from Operating Activities
We used $245.6 million of cash in operating
activities during the nine months ended October 31, 2017 primarily as a result of an increase of $336.8 million in accounts receivable
and $108.3 million in inventories, offset, in part, by our net income of $62.7 million, an increase in accounts payable and accrued
expenses of $32.1 million, an increase in income taxes payable of $29.6 million, non-cash depreciation and amortization of $27.5
million and non-cash equity-based compensation of $15.4 million.
The changes in these operating cash flow items
are generally consistent with our seasonal pattern of building up inventory for the fall shipping season resulting in the increases
in accounts payable. The fall shipping season begins during the latter half of our second quarter resulting in the increase in
accounts receivable during the third quarter. The increase in income taxes payable is a result of the change in our pretax
book income.
Cash from Investing Activities
We used $21.5 million of cash in investing
activities in the nine months ended October 31, 2017. The cash used in investing activities consisted of capital expenditures related
to additional fixturing costs at department stores, as well as renovating, repurposing and relocating G.H. Bass and Wilsons Leather
stores.
We currently expect capital expenditures for
fiscal 2018 to be approximately $35 million. Capital expenditures in fiscal 2018 have been and will continue to be primarily used
for the addition of in-store fixtures at department stores, as well as the renovation and repurposing of some of our G.H. Bass
and Wilsons Leather stores. We also anticipate investing approximately $10.0 million by August 2018 to fund our portion of the
equity for the joint venture with Amlon to produce and market DKNY and Donna Karan products in China.
Cash from Financing Activities
Cash from financing activities of $253.9 million
in the nine months ended October 31, 2017 was primarily provided by the net proceeds from borrowings under our revolving
credit facility.
Financing Needs
We believe that our cash on hand and cash generated
from operations for the year as a whole, together with funds available under the ABL Credit Agreement, are sufficient to meet our
expected operating and capital expenditure requirements. We may seek to acquire other businesses in order to expand our product
offerings. We may need additional financing in order to complete one or more acquisitions. We cannot be certain that we will be
able to obtain additional financing, if required, on acceptable terms or at all.
Critical Accounting Policies
Our discussion of results of operations and
financial condition relies on our consolidated financial statements that are prepared based on certain critical accounting policies
that require management to make judgments and estimates that are subject to varying degrees of uncertainty. We believe that investors
need to be aware of these policies and how they impact our financial statements as a whole, as well as our related discussion and
analysis presented herein. While we believe that these accounting policies are based on sound measurement criteria, actual future
events can, and often do, result in outcomes that can be materially different from these estimates or forecasts.
The accounting policies and related estimates
described in our Annual Report on Form 10-K for the year ended January 31, 2017 are those that depend most heavily on these judgments
and estimates. As of October 31 2017, there have been no material changes to our critical accounting policies.