10-Q 1 t1401670_10q.htm FORM 10-Q

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

 

 

(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended July 31, 2014

 

OR

 

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from          to       

 

Commission File Number 0-18183

 

 

 

G-III APPAREL GROUP, LTD.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   41-1590959
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)
   
512 Seventh Avenue, New York, New York   10018
(Address of Principal Executive Offices)   (Zip Code)

 

(212) 403-0500

(Registrant’s telephone number, including area code)

 

 

(Former name, former address and former fiscal year, if changed since last report)

 

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x     No   ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.)    Yes   x     No   ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

  

Large accelerated filer x Accelerated filer ¨
Non-accelerated filer ¨ Smaller reporting company ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes  ¨    No  x

 

As of September 2, 2014, there were 22,385,233 shares of issuer’s common stock, par value $0.01 per share, outstanding.

 

 

 

 
 

  

TABLE OF CONTENTS

 

    Page No.
     
Part I FINANCIAL INFORMATION  
Item 1. Financial Statements  
  Condensed Consolidated Balance Sheets - July 31, 2014, July 31, 2013 and January 31, 2014 3
  Condensed Consolidated Statements of Operations and Comprehensive Income - For the Three Months Ended July 31, 2014 and 2013 4
  Condensed Consolidated Statements of Operations and Comprehensive Income - For the Six Months Ended July 31, 2014 and 2013 5
  Condensed Consolidated Statements of Cash Flows - For the Six Months Ended July 31, 2014 and 2013 6
  Notes to Condensed Consolidated Financial Statements 7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 12
Item 3. Quantitative and Qualitative Disclosures About Market Risk 20
Item 4. Controls and Procedures 20
Part II OTHER INFORMATION  
Item 1A. Risk Factors 21
Item 6. Exhibits 21

 

2

  

PART I – FINANCIAL INFORMATION

 

Item1.Financial Statements.

 

G-III APPAREL GROUP, LTD. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED BALANCE SHEETS

  

   July 31, 2014   July 31, 2013   January 31, 2014 
   (Unaudited)   (Unaudited)     
   (In thousands, except share and per share amounts) 
ASSETS               
CURRENT ASSETS               
Cash and cash equivalents  $21,534   $16,454   $22,091 
Accounts receivable, net of allowances for doubtful accounts and sales discounts of $41,542, $38,285 and $54,987, respectively   193,282    162,563    160,010 
Inventories   534,186    406,246    359,639 
Prepaid income taxes   18,474    4,586    6,807 
Deferred income taxes, net   16,331    10,318    16,331 
Prepaid expenses and other current assets   37,228    36,011    21,312 
Total current assets   821,035    636,178    586,190 
PROPERTY AND EQUIPMENT, NET   75,808    46,016    62,832 
OTHER ASSETS   32,316    31,858    31,259 
OTHER INTANGIBLES, NET   14,229    14,018    13,926 
TRADEMARKS, NET   80,425    75,137    81,086 
GOODWILL   55,354    54,153    55,604 
   $1,079,167   $857,360   $830,897 
LIABILITIES AND STOCKHOLDERS’ EQUITY               
CURRENT LIABILITIES               
Notes payable  $45,031   $122,092   $48,843 
Accounts payable   244,098    195,549    131,241 
Accrued expenses   48,773    37,851    56,468 
Due to noncontrolling shareholder   5,733    3,203    4,674 
Total current liabilities   343,635    358,695    241,226 
NOTES PAYABLE   20,386    19,518    20,560 
DEFERRED INCOME TAXES, NET   21,936    19,235    22,100 
CONTINGENT PURCHASE PRICE PAYABLE   5,503    5,711    5,550 
OTHER NON-CURRENT LIABILITIES   19,652    14,257    19,465 
TOTAL LIABILITIES   411,112    417,416    308,901 
                
STOCKHOLDERS’ EQUITY               
Preferred stock; 1,000,000 shares authorized; No shares issued and outstanding               
                
Common stock - $.01 par value; 80,000,000 shares authorized; 22,877,458, 20,889,322 and 20,935,804 shares issued   229    210    209 
                
Additional paid-in capital   324,211    179,834    184,841 
Accumulated other comprehensive income   5,836    1,008    6,165 
Retained earnings   343,323    263,289    335,797 
Common stock held in treasury, at cost – 492,225 shares   (3,899)   (3,899)   (3,899)
Total G-III stockholders’ equity   669,700    440,442    523,113 
Noncontrolling interest   (1,645)   (498)   (1,117)
Total stockholders’ equity   668,055    439,944    521,996 
   $1,079,167   $857,360   $830,897 

 

The accompanying notes are an integral part of these statements.

 

3

  

G-III APPAREL GROUP, LTD. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

 

   Three Months Ended July 31, 
   2014   2013 
   (Unaudited) 
   (In thousands, except per share amounts) 
         
Net sales  $424,010   $304,158 
Cost of goods sold   275,951    204,739 
Gross profit   148,059    99,419 
Selling, general and administrative expenses   131,609    89,044 
Depreciation and amortization   4,955    3,242 
Operating profit   11,495    7,133 
Interest and financing charges, net   1,965    1,750 
Income before income taxes   9,530    5,383 
Income tax expense   3,622    2,045 
Net income   5,908    3,338 
Add: Loss attributable to noncontrolling interest   328    254 
Income attributable to G-III  $6,236   $3,592 
           
NET INCOME PER COMMON SHARE:          
Basic:          
Net income per common share  $0.29   $0.18 
Weighted average number of shares outstanding   21,187    20,305 
           
Diluted:          
Net income per common share  $0.29   $0.17 
Weighted average number of shares outstanding   21,660    20,753 
           
Net income attributable to G-III  $6,236   $3,592 
Other comprehensive loss:          
Foreign currency translation adjustments   (293)   (136)
Other comprehensive loss   (293)   (136)
Comprehensive income  $5,943   $3,456 

 

The accompanying notes are an integral part of these statements.

 

4

  

G-III APPAREL GROUP, LTD. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

 

   Six Months Ended July 31, 
   2014   2013 
   (Unaudited) 
   (In thousands, except per share amounts) 
         
Net sales  $790,202   $576,773 
Cost of goods sold   511,966    384,961 
Gross profit   278,236    191,812 
Selling, general and administrative expenses   254,050    174,872 
Depreciation and amortization   9,181    6,363 
Operating profit   15,005    10,577 
Interest and financing charges, net   3,718    3,528 
Income before income taxes   11,287    7,049 
Income tax expense   4,289    2,678 
Net income   6,998    4,371 
Add: Loss attributable to noncontrolling interest   528    339 
Income attributable to G-III  $7,526   $4,710 
           
NET INCOME PER COMMON SHARE:          
Basic:          
Net income per common share  $0.36   $0.23 
Weighted average number of shares outstanding   20,843    20,234 
           
Diluted:          
Net income per common share  $0.35   $0.23 
Weighted average number of shares outstanding   21,346    20,686 
           
Net income attributable to G-III  $7,526   $4,710 
Other comprehensive loss:          
Foreign currency translation adjustments   (329)   (2,515)
Other comprehensive loss   (329)   (2,515)
Comprehensive income  $7,197   $2,195 

 

The accompanying notes are an integral part of these statements.

 

5

  

G-III APPAREL GROUP, LTD. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

   Six Months Ended July 31 
   2014   2013 
   (Unaudited) 
   (In thousands) 
Cash flows from operating activities          
Net income  $6,998   $4,371 
Adjustments to reconcile net income to net cash used in operating activities:          
Depreciation and amortization   9,181    6,363 
Equity based compensation   5,780    4,107 
Tax benefit from exercise/vesting of equity awards   8,618    4,550 
Deferred financing charges   469    335 
Changes in operating assets and liabilities:          
Accounts receivable, net   (33,352)   15,569 
Inventories   (174,618)   (125,439)
Income taxes, net   (11,671)   (16,767)
Prepaid expenses and other current assets   (15,942)   (16,225)
Other assets, net   (1,869)   (12,554)
Accounts payable, accrued expenses and other liabilities   99,814    75,880 
           
Net cash used in operating activities   (106,592)   (59,810)
           
Cash flows from investing activities          
Capital expenditures   (21,367)   (10,680)
Net cash used in investing activities   (21,367)   (10,680)
           
Cash flows from financing activities          
Proceeds from sale of common stock, net   128,686    - 
Proceeds from (repayment of) notes payable, net   (3,812)   57,092 
Proceeds from exercise of equity awards   640    760 
Excess tax benefit from exercise/vesting of equity awards   5,430    2,957 
Taxes paid for net share settlement   (4,316)   (946)
Noncontrolling interest investment, net   1,063    863 
Net cash provided by financing activities   127,691    60,726 
           
Foreign currency translation adjustments   (289)   (1,142)
           
Net decrease in cash and cash equivalents   (557)   (10,906)
Cash and cash equivalents at beginning of period   22,091    27,360 
Cash and cash equivalents at end of period  $21,534   $16,454 
           
Supplemental disclosures of cash flow information:          
Cash paid during the year for:          
Interest  $3,055   $3,411 
Income taxes   7,273    14,874 

 

The accompanying notes are an integral part of these statements.

 

6

  

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 footwear, luggage and women’s handbags, small leather goods and cold weather accessories. The Company also operates retail stores.

 

The Company consolidates the accounts of all its wholly-owned and majority-owned subsidiaries. All material intercompany balances and transactions have been eliminated. Vilebrequin International SA (“Vilebrequin”), a Swiss corporation, and the Company’s joint venture that operates Calvin Klein Performance retail stores in mainland China and Hong Kong, G-T (International) Fashion Company Limited (“G-T Fashion”), report results on a calendar year basis rather than on the January 31 fiscal year basis used by the Company.

 

The results for the three month and six month periods ended July 31, 2014 are not necessarily indicative of the results expected for the entire fiscal year, given the seasonal nature of the Company’s business. The accompanying financial statements included herein are unaudited. In the opinion of management, all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of the financial position, results of operations and cash flows for the interim period presented 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, 2014 filed with the Securities and Exchange Commission.

 

Certain reclassifications have been made to the Condensed Consolidated Balance Sheet and the Condensed Consolidated Statement of Cash Flows for the prior year period to present that information on a basis consistent with the current year

 

Note 2 – Public Offering

 

In June 2014, the Company sold 1,725,000 shares of our common stock, including 225,000 shares sold pursuant to the exercise in full of the underwriters’ option to purchase additional shares, at a public offering price of $77.63 per share. The Company received net proceeds of $128.7 million from the offering after payment of underwriting discounts and expenses of the offering. The net proceeds are expected to be used for general corporate purposes to support the growth of the business.

 

7

  

Note 3 – Inventories

 

Wholesale inventories are stated at the lower of cost (determined by the first-in, first out method) or market 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 market. Inventories consist of:

 

   July 31, 2014   July 31, 2013   January 31, 2014 
   (In thousands) 
Finished goods  $524,350   $395,600   $350,627 
Raw materials and work-in-process   9,836    10,646    9,012 
   $534,186   $406,246   $359,639 

 

Note 4 – 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 conditions, and for which the respective performance conditions have not been achieved, have been excluded from the diluted per share calculation. Approximately 328,000 shares of common stock have been excluded from the diluted net income per share calculation for the six months ended July 31, 2014. For the six months ended July 31, 2014 and 2013, 216,654 and 272,365 shares of common stock, respectively, were issued in connection with the exercise or vesting of equity awards.

 

The reconciliation between basic and diluted net income per share is as follows: 

 

   Three Months Ended
July 31,
   Six Months Ended
July 31,
 
   2014   2013   2014   2013 
   (In thousands, except per share amounts) 
     
Net income attributable to G-III  $6,236   $3,592   $7,526   $4,710 
Basic net income per share:                    
Basic common shares   21,187    20,305    20,843    20,234 
Basic net income per share  $0.29   $0.18   $0.36   $0.23 
                     
Diluted net income per share:                    
Basic common shares   21,187    20,305    20,843    20,234 
Restricted stock awards and stock options   473    448    503    452 
Diluted common shares   21,660    20,753    21,346    20,686 
Diluted net income per share  $0.29   $0.17   $0.35   $0.23 

 

8

  

Note 5 – Notes Payable and Other Liabilities

 

The Company’s credit agreement with JPMorgan Chase Bank, N.A., as Administrative Agent for a group of lenders, is a five year senior secured credit facility through August 2017 providing for borrowings in the aggregate principal amount of up to $450 million. Amounts available under the credit agreement are subject to borrowing base formulas and over advances as specified in the credit agreement. As of July 31, 2014, there was $305.7 million available under the credit agreement.

 

Borrowings bear interest, at the Company’s option, at LIBOR plus a margin of 1.5% to 2.0% or prime plus a margin of 0.5% to 1.0%, with the applicable margin determined based on availability under the credit agreement. The credit agreement requires the Company to maintain a minimum fixed charge coverage ratio, as defined, and under certain circumstances, permits the Company to make payments for cash dividends, stock redemptions and share repurchases subject to compliance with certain covenants. As of July 31, 2014, the Company was in compliance with these covenants.

 

The credit agreement is secured by all of the assets of G-III Apparel Group, Ltd. and its subsidiaries, G-III Leather Fashions, Inc., Riviera Sun, Inc., CK Outerwear, LLC, Andrew & Suzanne Company Inc., AM Retail Group, Inc., G-III Apparel Canada ULC, G-III License Company, LLC and AM Apparel Holdings, Inc.

 

Notes payable under the Company’s credit agreement were $45.0 million at July 31, 2014 and $122.1 million at July 31, 2013.

 

In August 2012, as part of the purchase price in connection with the Company’s acquisition of Vilebrequin, the Company issued to the seller €15.0 million (approximately $18.6 million using the exchange rate on the date of acquisition) principal amount of unsecured promissory notes due December 31, 2017, with interest payable at the rate of 5% per year. The promissory notes were recorded at stated value, which approximated fair value, on the date of issuance. The fair value of these promissory notes was $20.4 million at July 31, 2014 (using the exchange rate on that date), which approximated their carrying value.

 

Due to noncontrolling shareholder consists of amounts loaned to G-T Fashion and its subsidiary by the other joint venture partner. These loans, in the aggregate principal amount of $5.7 million as of July 31, 2014, are unsecured and have maturities of less than one year.

 

Note 6 – Segments

 

The Company’s reportable segments are business units that offer products through different channels of distribution and are managed separately. The Company has three reportable segments; licensed products, non-licensed products and retail operations. The G.H. Bass business was added to the retail operations segment upon its acquisition in November 2013. There is substantial intersegment cooperation, cost allocations and sharing of assets between the licensed and non-licensed products segments. As a result, the Company does not represent that these segments, if operated independently, would report the operating results set forth in the table below. The following information, in thousands, is presented for the three month and six month periods indicated below:

 

   Three Months Ended July 31, 2014 
   Licensed   Non-Licensed   Retail   Elimination (1)   Total 
Net sales  $253,930   $87,276   $100,053   $(17,249)  $424,010 
Cost of goods sold   184,541    54,278    54,381    (17,249)   275,951 
Gross profit   69,389    32,998    45,672        148,059 
Selling, general and administrative   55,049    24,173    52,387        131,609 
Depreciation and amortization   1,169    2,145    1,641        4,955 
Operating profit (loss)  $13,171   $6,680   $(8,356)  $   $11,495 

 

   Three Months Ended July 31, 2013 
   Licensed   Non-Licensed   Retail   Elimination (1)   Total 
Net sales  $202,454   $70,400   $41,097   $(9,793)  $304,158 
Cost of goods sold   147,689    45,887    20,950    (9,787)   204,739 
Gross profit (loss)   54,765    24,513    20,147    (6)   99,419 
Selling, general and administrative   48,495    19,964    20,621    (36)   89,044 
Depreciation and amortization   575    1,875    792        3,242 
Operating profit (loss)  $5,695   $2,674   $(1,266)  $30   $7,133 

 

9

  

   Six Months Ended July 31, 2014 
   Licensed   Non-Licensed   Retail   Elimination (1)   Total 
Net sales  $470,645   $155,025   $195,686   $(31,154)  $790,202 
Cost of goods sold   340,332    97,739    105,049    (31,154)   511,966 
Gross profit   130,313    57,286    90,637        278,236 
Selling, general and administrative   104,528    45,392    104,130        254,050 
Depreciation and amortization   2,023    4,123    3,035        9,181 
Operating profit (loss)  $23,762   $7,771   $(16,528)  $   $15,005 

 

   Six Months Ended July 31, 2013 
   Licensed   Non-Licensed   Retail   Elimination (1)   Total 
Net sales  $382,961   $131,089   $86,347   $(23,624)  $576,773 
Cost of goods sold   277,991    87,382    43,160    (23,572)   384,961 
Gross profit (loss)   104,970    43,707    43,187    (52)   191,812 
Selling, general and administrative   94,752    39,262    40,956    (98)   174,872 
Depreciation and amortization   1,060    3,814    1,489        6,363 
Operating profit  $9,158   $631   $742   $46   $10,577 

 

(1)Represents intersegment sales to the Company’s retail operations.

 

The total assets for each of the Company’s reportable segments are as follow:

 

   July 31, 
   2014   2013 
   (In thousands) 
Licensed  $529,004   $463,736 
Non-Licensed   293,224    247,991 
Retail   169,268    79,344 
Corporate   87,671    66,289 
Total Assets  $1,079,167   $857,360 

 

10

  

Note 7 – Recent Accounting Pronouncements

 

In April 2014, the FASB issued ASU 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (ASU 2014-08). This ASU changes the threshold for reporting discontinued operations and adds new disclosures. The new guidance defines a discontinued operation as a disposal of a component or group of components that is disposed of or is classified as held for sale and “represents a strategic shift that has (or will have) a major effect on the Company’s operations and financial results.” For disposals of individually significant components that do not qualify as discontinued operations, the Company must disclose pre-tax earnings of the disposed component. This guidance is effective for the Company prospectively for all disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.

 

In June 2014, the FASB issued ASU 2014-12, “Compensation—Stock Compensation: Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period” (ASU 2014-12). This ASU provides for explicit guidance on how to account for awards with performance targets that affect vesting and could be achieved after the requisite service period. A performance target that affects vesting and that could be achieved after an employee’s requisite service period shall be accounted for as a performance condition. As such, the performance target shall not be reflected in estimating the fair value of the award at the grant date. Compensation cost shall be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the periods for which the requisite service already has been rendered. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.

 

Note 8 – Subsequent Events

 

The Company has considered subsequent events up to the filing date and does not believe there are any occurrences that would have a material impact on its results of operations.

 

11

  

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

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, 2015 is referred to as “fiscal 2015”. Vilebrequin and G-T Fashion 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 and G-T Fashion 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 three month and six month periods ended July 31, 2014, the results of Vilebrequin and G-T Fashion are included for the three month and six month periods ended June 30, 2014.

 

Various statements contained in this Form 10-Q, in future filings by us with the Securities and Exchange Commission (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:

 

our dependence on licensed products;

 

our dependence on the strategies and reputation of our licensors;

 

costs and uncertainties with respect to expansion of our product offerings;

 

the performance of our products at retail and customer acceptance of new products;

 

customer concentration;

 

risks of doing business abroad;

 

price, availability and quality of materials used in our products;

 

the need to protect our trademarks and other intellectual property;

 

risks relating to our retail business;

 

risks relating to our Vilebrequin and G.H. Bass businesses;

 

dependence on existing management;

 

our ability to make strategic acquisitions and possible disruptions from acquisitions;

 

need for additional financing;

 

seasonal nature of our business;

 

our reliance on foreign manufacturers;

 

the need to successfully upgrade, maintain and secure our information systems;

 

the impact of the current economic and credit environment on us, our customers, suppliers and vendors;

 

the effects of competition in the markets in which we operate;

 

consolidation of our retail customers;

 

additional legislation and/or regulation in the U.S. or around the world;

 

our ability to import products in a timely and cost effective manner;

 

our ability to continue to maintain our reputation;

 

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fluctuations in the price of our common stock;

 

potential effect on the price of our common stock if actual results are worse than financial forecasts; and

 

the effect of regulations applicable to us as a U.S. public company.

 

These 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, 2014. 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.

 

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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 footwear, luggage and women’s handbags, small leather goods and cold weather accessories. We sell our products under our own proprietary brands, which include Vilebrequin, Bass, G.H. Bass, Andrew Marc and Marc New York, licensed brands and private retail labels. G-III operates retail stores under the Wilsons Leather, G.H Bass, Vilebrequin, Calvin Klein Performance and Andrew Marc names.

 

Our business is dependent on, among other things, retailer and consumer demand for our products. We believe that economic conditions continue to negatively impact the level of consumer spending for discretionary items. The current uncertain economic environment has been characterized by a decline in consumer discretionary spending that may affect retailers and sellers of consumer goods, particularly those whose goods are viewed as discretionary purchases, such as fashion apparel and related products, such as ours. We cannot predict the direction in which the current economic environment will move. Continued uncertain macroeconomic conditions may have a negative impact on our results of operations.

 

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.

 

We have three reportable segments, licensed products, non-licensed products and retail operations. The licensed products segment includes sales of products under brands licensed by us from third parties. The non-licensed products segment includes sales of products under our own brands and private label brands. The retail operations segment consists primarily of our Wilsons and G.H. Bass stores, as well as a limited number of Andrew Marc stores and Calvin Klein Performance stores.

 

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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. Our acquisitions have helped to broaden our product offerings, expand our ability to serve different tiers of distribution and add a retail component to our business.

 

Our 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.

 

The G.H. Bass business acquired in November 2013 added a well-known heritage brand that developed the iconic original penny loafer (known as “Weejuns”). We sell G.H. Bass footwear, apparel and accessories primarily through G.H. Bass outlet stores located in the Unites States. This acquisition doubled the size of our retail footprint and is expected to enable us to leverage our Wilsons infrastructure to operate our Bass stores. G.H. Bass also licenses the brand for wholesale distribution of men’s and women’s footwear and men’s sportswear. In June, 2014, we entered into a multi-year wholesale license agreement with Overland Ltd. for the sale of men’s, women’s and children’s footwear under the G.H. Bass and related brands in Europe. Overland plans to sell G.H. Bass footwear primarily to department and specialty stores beginning in Fall 2014. A companion agreement also permits Overland to operate G.H. Bass retail locations throughout Europe.

 

The Vilebrequin business acquired in August 2012 provides us with a premier brand, selling status products worldwide. Vilebrequin is a well-known brand and we expect to add more company owned and franchised retail locations and increase our wholesale distribution throughout the world, as well as develop the business beyond its heritage in men’s swimwear, resort wear and related accessories.

 

The sale of licensed products is a key element of our strategy and we have continually expanded our offerings of licensed products over the past 20 years. In December 2012, we entered into a license agreement covering a broad range of women’s apparel under the Ivanka Trump brand and, in April 2013, we entered into a license agreement for Calvin Klein men’s and women’s swimwear that became effective on December 1, 2013. We launched Ivanka Trump product in the third quarter of fiscal 2014 and began shipping Calvin Klein swimwear for the Spring 2014 season. In November 2013, we expanded our relationship with Tommy Hilfiger to include a license for women’s outerwear. We expect to launch Tommy Hilfiger women’s outerwear for the Fall 2014 season. We have nine different license agreements relating to a variety of products sold under the Calvin Klein brand. In March 2014, the current term of each of these nine license agreements was extended to December 31, 2023.

 

We believe that consumers prefer to buy brands they know, and we have continually sought licenses that would increase the portfolio of name brands we can offer through different tiers of retail distribution, 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.

 

Our retail operations segment consists primarily of our Wilsons and G.H. Bass stores, substantially all of which are operated as outlet stores. As of July 31, 2014, we operated 174 Wilsons stores, 157 G.H. Bass stores and 81 Vilebrequin stores, as well as 6 Andrew Marc stores.

 

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Trends

 

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 lower 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.

 

We have attempted to respond to these trends 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 have added additional licensed and proprietary brands and helped diversify our business by adding new product lines, additional distribution channels and a retail component to 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.

 

Results of Operations

 

Three months ended July 31, 2014 compared to three months ended July 31, 2013

 

Net sales for the three months ended July 31, 2014 increased to $424.0 million from $304.2 million in the same period last year. Net sales of licensed products increased to $253.9 million from $202.5 million, primarily as a result of an increase of $24.7 million in net sales of Calvin Klein licensed products with the largest increases occurring in the women’s performance wear and women’s outerwear categories. The increase in net sales of licensed products was also due to an increase of $7.6 million in net sales of Cole Haan men’s and women’s outerwear and an increase of $5.2 million in net sales of Guess product lines. Net sales of non-licensed products in the three months ended July 31, 2014 were $87.3 million compared to $70.4 million in the same period last year. The increase in net sales of non-licensed products is primarily the result of a $16.2 million increase in net sales of private label products and a $3.1 million increase in net sales of Vilebrequin products. Net sales of our retail operations increased to $100.1 million for the three months ended July 31, 2014 from $41.1 million in the same period last year. The increase in net sales is primarily the result of $53.6 million in net sales of the G.H. Bass business that was acquired in November 2013.

 

Gross profit increased to $148.1 million, or 34.9% of net sales, for the three months ended July 31, 2014, from $99.4 million, or 32.7% of net sales, in the same period last year. The gross profit percentage in our licensed products segment was 27.3% in the three months ended July 31, 2014 compared to 27.1% in the same period last year. The gross profit percentage in our non-licensed products segment was 37.8% in the three month period ended July 31, 2014 compared to 34.9% in the same period last year. This increase was primarily attributable to improved gross margins of our Jessica Howard and Eliza J dress divisions. The gross profit percentage in our retail operations segment was 45.6% for the three months ended July 31, 2014 compared to 49.0% for the comparable period last year. This decrease in gross profit percentage is primarily due to our new G.H. Bass business, which had a lower gross profit percentage compared to the rest of our retail business.

 

Selling, general and administrative expenses increased to $131.6 million in the three months ended July 31, 2014 from $89.0 million in the same period last year. This increase is primarily due to the additional $26.6 million in selling, general and administrative expenses resulting from the G.H. Bass business that was acquired in November 2013. In addition, we had increases in personnel costs ($10.2 million) and facility costs ($4.9 million). Personnel costs increased primarily as a result of an increase in headcount to staff additional stores opened since the prior year, as well as an increase in bonuses related to higher profitability. Facility costs increased primarily as a result of additional rent expense associated with our new retail stores and increases in third party warehouse costs as a result of the increase in inventory.

 

Depreciation and amortization increased to $5.0 million in the three months ended July 31, 2014 from $3.2 million in the same period last year. These expenses increased as a result of depreciation and amortization associated with fixtures added to department stores for some of our licensed divisions, with the opening of additional retail stores and with respect to the G.H. Bass business acquired at the beginning of the fourth fiscal quarter last year.

 

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Interest and financing charges, net for the three months ended July 31, 2014, were $2.0 million compared to $1.8 million for the same period last year.

 

Income tax expense for the three months ended July 31, 2014 was $3.6 million compared to $2.0 million for the same period last year. The increase in income tax expense is related to higher pretax income in the current period. The effective tax rate was 38.0% for each of the three months ended July 31, 2014 and 2013.

 

Six months ended July 31, 2014 compared to six months ended July 31, 2013

 

Net sales for the six months ended July 31, 2014 increased to $790.2 million from $576.8 million in the same period last year. Net sales of licensed products increased to $470.6 million from $383.0 million primarily as a result of an increase of $59.4 million in net sales of Calvin Klein licensed products, with the largest increases occurring in women’s sportswear, handbags and performance wear, along with an increase of $8.6 million in net sales of Cole Haan outerwear. Net sales of non-licensed products in the six months ended July 31, 2014 were $155.0 million compared to $131.1 million in the same period last year. The increase in net sales of non-licensed products is primarily the result of a $17.8 million increase in net sales of private label products and a $4.8 million increase in net sales of Vilebrequin products. Net sales of our retail operations increased to $195.7 million for the six months ended July 31, 2014 from $86.3 million in the same period last year, primarily due to net sales of $97.8 million of the G.H. Bass business that was acquired in November 2013.

 

Gross profit increased to $278.2 million, or 35.2% of net sales, for the six months ended July 31, 2014, from $191.8 million, or 33.3% of net sales, in the same period last year. The gross profit percentage in our licensed products segment was 27.7% in the six months ended July 31, 2014 compared to 27.4% in the same period last year. The gross profit percentage in our non-licensed products segment was 37.0% in the six month period ended July 31, 2014 compared to 33.3% in the same period last year. This increase was primarily attributable to improved gross margins of our Jessica Howard and Eliza J dress divisions. The gross profit percentage for our retail operations segment was 46.3% for the six months ended July 31, 2014 compared to 50.0% for the comparable period last year This decrease in gross profit percentage is primarily due to our new G.H. Bass business, which had a lower gross profit percentage compared to the rest of our retail business, as well as due to a decrease in the gross margins at Wilsons resulting from higher markdowns in the current year period.

 

Selling, general and administrative expenses increased to $254.1 million in the six months ended July 31, 2014 from $174.9 million in the same period last year. This increase is primarily due to the additional $53.5 million in selling, general and administrative expenses resulting from the G.H. Bass business that was acquired in November 2013. The remainder of the increase is a result of increases in personnel costs ($17.2 million) and facility costs ($7.6 million). Personnel costs increased primarily due to increases in personnel to staff additional retail stores, in bonuses related to increased profitability and in equity compensation. Facility costs increased as a result of additional rent expense incurred for new retail store leases and increases in third party warehouse costs as a result of the increase in inventory.

 

Depreciation and amortization increased to $9.2 million in the six months ended July 31, 2014 from $6.4 million in the same period last year. These expenses increased as a result of depreciation and amortization associated with fixtures added to department stores for some of our licensed divisions, with the opening of additional retail stores and with respect to the G.H. Bass business acquired at the beginning of the fourth fiscal quarter last year.

 

Interest and financing charges, net for the six months ended July 31, 2014, were $3.7 million compared to $3.5 million for the same period last year.

 

Income tax expense for the six months ended July 31, 2014 was $4.3 million compared to $2.7 million for the same period last year. The increase in income tax expense is related to higher net income in the current year. The effective tax rate was 38.0% for the six months ended July 31, 2014 and 2013.

 

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Liquidity and Capital Resources

 

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 this credit facility, cash generated from operations and, more recently, the sale of our common stock.

 

On July 31, 2014, we had cash and cash equivalents of $21.5 million and outstanding borrowings of $45.0 million. On July 31, 2013, we had cash and cash equivalents of $16.5 million and outstanding borrowings of $122.1 million. The reduction in our outstanding borrowings was the result of the application of the net proceeds of our recent public offering of common stock. The outstanding amount of the promissory notes issued in connection with the acquisition of Vilebrequin equaled $20.4 million on July 31, 2014 and $19.5 million on July 31, 2013 based on exchange rates in effect at those dates.

 

Our contingent liability under open letters of credit was approximately $17.5 million as of July 31, 2014 compared to $22.3 million as of July 31, 2013.

 

Public Offering

 

In June 2014, we sold 1,725,000 shares of our common stock, including 225,000 shares sold pursuant to the exercise in full of the underwriters’ option to purchase additional shares, at a public offering price of $77.63 per share. We received net proceeds of $128.7 million from this offering after payment of the underwriting discount and expenses of the offering. The net proceeds are expected to be used for general corporate purposes to support the growth of our business.

 

Credit Agreement

 

We have a five year senior secured credit facility through August 2017 with JPMorgan Chase Bank, N.A., as Administrative Agent for a group of lenders providing for borrowings in the aggregate principal amount of up to $450 million. Amounts available under the credit agreement are subject to borrowing base formulas and over advances as specified in the credit agreement. Borrowings bear interest, at our option, at LIBOR plus a margin of 1.5% to 2.0% or prime plus a margin of 0.5% to 1.0%, with the applicable margin determined based on availability under the credit agreement. The credit agreement requires us to maintain a minimum fixed charge coverage ratio, as defined, and under certain circumstances permits us to make payments for cash dividends, stock redemptions and share repurchases subject to compliance with certain covenants. As of July 31, 2014, we were in compliance with these covenants.

 

The credit agreement is secured by all of the assets of G-III Apparel Group, Ltd. and its subsidiaries, G-III Leather Fashions, Inc., Riviera Sun, Inc., CK Outerwear, LLC, Andrew & Suzanne Company, Inc., AM Retail Group, Inc., G-III Apparel Canada ULC, G-III License Company, LLC and AM Apparel Holdings, Inc.

 

Amounts payable under our credit agreement were $45.0 million at July 31, 2014 compared to $122.1 million at July 31, 2013.

 

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Cash from Operating Activities

 

We used $106.6 million of cash in operating activities during the six months ended July 31, 2014, primarily as a result of an increase of $174.6 million in inventory and an increase of $33.4 million in accounts receivable, offset, in part, by an increase in accounts payable and accrued expenses of $99.8 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 inventory and accounts payable. The fall shipping season begins during the latter half of our second quarter.

 

Cash from Investing Activities

 

We used $21.4 million of cash in investing activities in the six months ended July 31, 2014 for capital expenditure related to the expansion of the Wilsons distribution center to accommodate the G.H. Bass business acquired in November 2013, the conversion of the G.H. Bass point of sale system from the system used by the prior owner of G.H. Bass to our system, leasehold improvements at our corporate office, new Wilsons, G.H. Bass and Vilebrequin stores and fixturing costs at department stores.

 

Cash from Financing Activities

 

Cash from financing activities provided $127.7 million in the six months ended July 31, 2014, primarily as a result of the receipt of net proceeds of $128.7 million in connection with our public offering of common stock in June 2014.

 

Financing Needs

 

We believe that our cash on hand and cash generated from operations and our recent public offering, together with funds available under our 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, 2014 are those that depend most heavily on these judgments and estimates. As of July 31, 2014, there have been no material changes to our critical accounting policies.

 

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Item 3.Quantitative and Qualitative Disclosures About Market Risk.

 

There are no material changes to the disclosure made with respect to these matters in our Annual Report on Form 10-K for the year ended January 31, 2014.

 

Item 4.Controls and Procedures.

 

As of the end of the period covered by this report, our management, including our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure, and thus, are effective in making known to them material information relating to G-III required to be included in this report.

 

During our last fiscal quarter, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II – OTHER INFORMATION

 

Item 1A.Risk Factors.

 

In addition to the other information set forth in this report, you should carefully consider the factors discussed in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended January 31, 2014, which could materially affect our business, financial condition or future results. There have been no material changes to the risk factors as previously disclosed in our Annual Report on Form 10-K. The risks described in our Annual Report on Form 10-K are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

 

Item 6.Exhibits.

 

31.1   Certification by Morris Goldfarb, Chief Executive Officer of G-III Apparel Group, Ltd., pursuant to Rule 13a - 14(a) or Rule 15d - 14(a) of the Securities Exchange Act of 1934, as amended, in connection with G-III Apparel Group, Ltd.’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2014.
     
31.2   Certification by Neal S. Nackman, Chief Financial Officer of G-III Apparel Group, Ltd., pursuant to Rule 13a - 14(a) or Rule 15d - 14(a) of the Securities Exchange Act of 1934, as amended, in connection with G-III Apparel Group, Ltd.’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2014.
     
32.1   Certification by Morris Goldfarb, Chief Executive Officer of G-III Apparel Group, Ltd., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with G-III Apparel Group, Ltd.’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2014.
     
32.2   Certification by Neal S. Nackman, Chief Financial Officer of G-III Apparel Group, Ltd., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with G-III Apparel Group, Ltd.’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2014.
     
101.INS   XBRL Instance Document.
     
101.SCH   XBRL Schema Document.
     
101.CAL   XBRL Calculation Linkbase Document.
     
101.DEF   XBRL Extension Definition.
     
101.LAB   XBRL Label Linkbase Document.
     
101.PRE   XBRL Presentation Linkbase Document.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  G-III APPAREL GROUP, LTD.
              (Registrant)
     
Date: September 8, 2014 By: /s/ Morris Goldfarb
    Morris Goldfarb
    Chief Executive Officer
     
Date: September 8, 2014 By: /s/ Neal S. Nackman
    Neal S. Nackman
    Chief Financial Officer

 

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