e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended July 31, 2011
OR
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o |
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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)
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Delaware
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41-1590959 |
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.) |
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512 Seventh Avenue, New York, New York
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10018 |
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(Address of Principal Executive Offices)
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(Zip Code) |
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(212) 403-0500
(Registrants 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 þ No o
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 þ No o
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.
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Large accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes o No þ
As of September 1, 2011, there were 19,888,747 shares of our common stock, par value $0.01 per
share, outstanding.
PART I FINANCIAL INFORMATION
Item 1. Financial Statements.
G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
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July 31, |
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July 31, |
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January 31, |
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2011 |
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2010 |
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2011 |
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(Unaudited) |
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(Unaudited) |
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(In thousands, except share and per share amounts) |
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ASSETS |
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CURRENT ASSETS |
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Cash and cash equivalents |
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$ |
8,566 |
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$ |
6,147 |
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$ |
10,045 |
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Accounts receivable, net of allowance for doubtful accounts
and sales discounts of $25,011, $27,111 and $32,174,
respectively |
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171,541 |
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119,662 |
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138,341 |
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Inventories |
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322,387 |
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223,543 |
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204,995 |
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Prepaid income taxes |
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3,307 |
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Deferred income taxes |
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12,016 |
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15,315 |
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12,016 |
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Prepaid expenses and other current assets |
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24,744 |
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18,046 |
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13,390 |
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Total current assets |
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542,561 |
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382,713 |
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378,787 |
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INVESTMENT IN JOINT VENTURE |
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2,065 |
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40 |
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PROPERTY AND EQUIPMENT, NET |
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27,647 |
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16,367 |
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22,556 |
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DEFERRED INCOME TAXES |
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8,304 |
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10,672 |
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8,304 |
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OTHER ASSETS |
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2,168 |
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2,340 |
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2,133 |
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INTANGIBLES, NET |
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18,032 |
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19,137 |
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18,483 |
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GOODWILL |
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26,100 |
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26,100 |
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26,100 |
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$ |
626,877 |
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$ |
457,329 |
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$ |
456,403 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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CURRENT LIABILITIES |
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Notes payable |
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$ |
141,974 |
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$ |
77,411 |
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$ |
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Income taxes payable |
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1,363 |
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41 |
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Accounts payable |
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138,089 |
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107,521 |
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103,012 |
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Accrued expenses |
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20,086 |
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19,012 |
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34,259 |
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Deferred income taxes |
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1,981 |
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1,529 |
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1,981 |
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Total current liabilities |
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302,130 |
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206,836 |
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139,293 |
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DEFERRED INCOME TAXES |
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6,501 |
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6,495 |
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6,501 |
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OTHER NON-CURRENT LIABILITIES |
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8,567 |
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4,289 |
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7,115 |
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TOTAL LIABILITIES |
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317,198 |
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217,620 |
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152,909 |
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STOCKHOLDERS EQUITY |
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Preferred stock; 1,000,000 shares authorized; No shares
issued and outstanding |
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Common stock $.01 par value; 80,000,000 shares authorized;
20,255,972, 19,540,272 and 20,056,132 shares issued |
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202 |
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195 |
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201 |
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Additional paid-in capital |
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157,513 |
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143,638 |
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152,340 |
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Accumulated other comprehensive loss |
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(53 |
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(41 |
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(19 |
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Retained earnings |
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152,987 |
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96,887 |
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151,942 |
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Common stock held in treasury 367,225 shares at cost |
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(970 |
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(970 |
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(970 |
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309,679 |
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239,709 |
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303,494 |
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$ |
626,877 |
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$ |
457,329 |
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$ |
456,403 |
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The accompanying notes are an integral part of these statements.
3
G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
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Three Months Ended July 31, |
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2011 |
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2010 |
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(Unaudited) |
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(In thousands, except per share amounts) |
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Net sales |
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$ |
229,975 |
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$ |
188,960 |
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Cost of goods sold |
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164,404 |
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128,206 |
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Gross profit |
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65,571 |
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60,754 |
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Selling, general and administrative expenses |
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59,826 |
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53,844 |
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Depreciation and amortization |
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1,852 |
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1,277 |
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Operating profit |
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3,893 |
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5,633 |
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Equity in loss of joint venture |
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376 |
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Interest and financing charges, net |
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952 |
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634 |
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Income before income taxes |
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2,565 |
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4,999 |
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Income tax expense |
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1,000 |
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2,000 |
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Net income |
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$ |
1,565 |
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$ |
2,999 |
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NET INCOME PER COMMON SHARE: |
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Basic: |
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Net income per common share |
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$ |
0.08 |
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$ |
0.16 |
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Weighted average number of shares outstanding |
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19,848 |
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19,126 |
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Diluted: |
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Net income per common share |
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$ |
0.08 |
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$ |
0.15 |
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Weighted average number of shares outstanding |
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20,253 |
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19,652 |
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The accompanying notes are an integral part of these statements.
4
G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
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Six Months Ended July 31, |
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2011 |
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2010 |
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(Unaudited) |
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(In thousands, except per share amounts) |
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Net sales |
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$ |
426,846 |
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$ |
343,237 |
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Cost of goods sold |
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301,820 |
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233,447 |
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Gross profit |
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125,026 |
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109,790 |
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Selling, general and administrative expenses |
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117,751 |
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103,525 |
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Depreciation and amortization |
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3,376 |
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2,557 |
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Operating profit |
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3,899 |
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3,708 |
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Equity in loss of joint venture |
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475 |
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Interest and financing charges, net |
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1,711 |
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996 |
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Income before income taxes |
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1,713 |
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2,712 |
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Income tax expense |
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668 |
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1,085 |
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Net income |
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$ |
1,045 |
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$ |
1,627 |
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NET INCOME PER COMMON SHARE: |
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Basic: |
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Net income per common share |
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$ |
0.05 |
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$ |
0.09 |
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Weighted average number of shares outstanding |
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19,784 |
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19,016 |
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Diluted: |
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Net income per common share |
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$ |
0.05 |
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$ |
0.08 |
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Weighted average number of shares outstanding |
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20,221 |
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19,540 |
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The accompanying notes are an integral part of these statements.
5
G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
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Six Months Ended July 31, |
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2011 |
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2010 |
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(Unaudited) |
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(In thousands) |
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Cash flows from operating activities |
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Net income |
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$ |
1,045 |
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$ |
1,627 |
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Adjustments to reconcile net income to net cash
used by operating activities: |
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Depreciation and amortization |
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3,376 |
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2,557 |
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Equity based compensation |
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2,039 |
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1,534 |
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Tax benefit from exercise/vesting of equity awards |
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593 |
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Deferred financing charges |
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304 |
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498 |
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Equity in loss of joint venture |
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475 |
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Changes in operating assets and liabilities: |
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Accounts receivable, net |
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(33,200 |
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(46,206 |
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Inventories |
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(117,392 |
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(103,666 |
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Income taxes, net |
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(3,348 |
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(9,511 |
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Prepaid expenses and other current assets |
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(11,540 |
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(7,376 |
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Other assets, net |
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(153 |
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(1,091 |
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Accounts payable, accrued expenses and other
liabilities |
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22,356 |
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49,915 |
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Net cash used in operating activities |
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(135,445 |
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(111,719 |
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Cash flows from investing activities |
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Investment in equity of joint venture |
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(2,500 |
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Capital expenditures |
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(8,016 |
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(10,696 |
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Net cash used in investing activities |
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(10,516 |
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(10,696 |
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Cash flows from financing activities |
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Proceeds from notes payable, net |
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141,974 |
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77,411 |
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Proceeds from exercise of equity awards |
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493 |
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1,161 |
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Excess tax benefit from exercise/vesting of equity awards |
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2,049 |
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3,182 |
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Net cash provided by financing activities |
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144,516 |
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81,754 |
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Effect of exchange rate changes |
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(34 |
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(5 |
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Net decrease in cash and cash equivalents |
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(1,479 |
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(40,666 |
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Cash and cash equivalents at beginning of period |
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10,045 |
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|
46,813 |
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Cash and cash equivalents at end of period |
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$ |
8,566 |
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$ |
6,147 |
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Supplemental disclosures of cash flow information: |
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Cash paid during the period for: |
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Interest |
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$ |
1,191 |
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$ |
1,304 |
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Income taxes |
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1,332 |
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|
7,404 |
|
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 refers to G-III Apparel Group, Ltd. and
its wholly-owned subsidiaries. The results for the three and six month periods ended July 31, 2011
are not necessarily indicative of the results expected for the entire fiscal year, given the
seasonal nature of the Companys 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 periods presented have been reflected.
The Company consolidates the accounts of all its wholly-owned subsidiaries. All material
intercompany balances and transactions have been eliminated.
The accompanying financial statements should be read in conjunction with the financial statements
and notes included in the Companys Annual Report on Form 10-K for the fiscal year ended January
31, 2011 filed with the Securities and Exchange Commission.
Note 2 Inventories
Wholesale inventories are stated at the lower of cost (determined by the first-in, first out
method) or market. Retail inventories are valued at the lower of cost or market as determined by
the retail inventory method. Inventories consist of:
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July 31, |
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July 31, |
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January 31, |
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2011 |
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2010 |
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2011 |
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(In thousands) |
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Finished goods |
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$ |
312,179 |
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$ |
215,392 |
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$ |
199,292 |
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Raw materials and work-in-process |
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10,208 |
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|
8,151 |
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|
5,703 |
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$ |
322,387 |
|
|
$ |
223,543 |
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|
$ |
204,995 |
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|
|
Note 3 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, when applicable, is computed
using the weighted average number of common shares and potential dilutive common shares, consisting
of stock options, stock purchase warrants and unvested restricted stock awards outstanding during
the period. For the six months ended July 31, 2011 and 2010, 199,240 and 347,568 shares of common
stock, respectively, were issued in connection with the exercise or vesting of equity awards.
A reconciliation between basic and diluted net income per share is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
July 31, |
|
|
July 31, |
|
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
|
|
(In thousands, except per share amounts) |
|
Net income |
|
$ |
1,565 |
|
|
$ |
2,999 |
|
|
$ |
1,045 |
|
|
$ |
1,627 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic common shares |
|
|
19,848 |
|
|
|
19,126 |
|
|
|
19,784 |
|
|
|
19,016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income per share |
|
$ |
0.08 |
|
|
$ |
0.16 |
|
|
$ |
0.05 |
|
|
$ |
0.09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic common shares |
|
|
19,848 |
|
|
|
19,126 |
|
|
|
19,784 |
|
|
|
19,016 |
|
Stock options, warrants and
restricted stock awards |
|
|
405 |
|
|
|
526 |
|
|
|
437 |
|
|
|
524 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted common shares |
|
|
20,253 |
|
|
|
19,652 |
|
|
|
20,221 |
|
|
|
19,540 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income per share |
|
$ |
0.08 |
|
|
$ |
0.15 |
|
|
$ |
0.05 |
|
|
$ |
0.08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7
Note 4 Notes Payable
The Company has a financing agreement with JPMorgan Chase Bank, N.A., as Agent for a consortium of
banks. The Companys financing agreement, which extends through July 31, 2013, is a senior secured
revolving credit facility providing for borrowings in the aggregate principal amount of up to $300
million. Borrowings under this credit facility bear interest, at the Companys option, at the
prime rate plus 0.50% or LIBOR plus 2.75%. Amounts available under this facility are subject to
borrowing base formulas and over advances as specified in the financing agreement.
The financing agreement requires the Company, among other things, to maintain a maximum senior
leverage ratio and minimum fixed charge coverage ratio, as defined, and also limits payments for
cash dividends and stock redemptions. As of July 31, 2011, the Company was in compliance with
these covenants. The financing agreement is secured by all of the Companys assets. Amounts
payable under the Companys revolving credit facility were $142.0 million and $77.4 million at July
31, 2011 and 2010, respectively.
Note 5 Segments
The Companys reportable segments are business units that offer products through different channels
of distribution and are managed separately. The Company operates in three segments: wholesale
licensed products, wholesale non-licensed products and retail operations. There is substantial
intersegment cooperation, cost allocations and sharing of assets. 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
and six month periods indicated below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended July 31, |
|
|
|
2011 |
|
|
2010 |
|
|
|
|
|
|
|
Wholesale |
|
|
|
|
|
|
|
|
|
|
Wholesale |
|
|
|
|
|
|
Wholesale |
|
|
Non- |
|
|
|
|
|
|
Wholesale |
|
|
Non- |
|
|
|
|
|
|
Licensed |
|
|
Licensed |
|
|
Retail |
|
|
Licensed |
|
|
Licensed |
|
|
Retail |
|
Net sales (1) |
|
$ |
158,080 |
|
|
$ |
50,738 |
|
|
$ |
28,281 |
|
|
$ |
129,656 |
|
|
$ |
40,732 |
|
|
$ |
23,833 |
|
Cost of goods sold (1) |
|
|
117,775 |
|
|
|
38,215 |
|
|
|
15,538 |
|
|
|
90,288 |
|
|
|
29,951 |
|
|
|
13,228 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
40,305 |
|
|
|
12,523 |
|
|
|
12,743 |
|
|
|
39,368 |
|
|
|
10,781 |
|
|
|
10,605 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and
administrative |
|
|
34,467 |
|
|
|
9,394 |
|
|
|
15,965 |
|
|
|
30,775 |
|
|
|
9,235 |
|
|
|
13,834 |
|
Depreciation and amortization |
|
|
405 |
|
|
|
1,007 |
|
|
|
440 |
|
|
|
172 |
|
|
|
768 |
|
|
|
337 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit (loss) |
|
$ |
5,433 |
|
|
$ |
2,122 |
|
|
$ |
(3,662 |
) |
|
$ |
8,421 |
|
|
$ |
778 |
|
|
$ |
(3,566 |
) |
|
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended July 31, |
|
|
2011 |
|
2010 |
|
|
|
|
|
|
Wholesale |
|
|
|
|
|
|
|
|
|
|
Wholesale |
|
|
|
|
|
|
Wholesale |
|
|
Non- |
|
|
|
|
|
|
Wholesale |
|
|
Non- |
|
|
|
|
|
|
Licensed |
|
|
Licensed |
|
|
Retail |
|
Licensed |
|
|
Licensed |
|
|
Retail |
Net sales (2) |
|
$ |
285,815 |
|
|
$ |
97,518 |
|
|
$ |
60,841 |
|
|
$ |
222,087 |
|
|
$ |
80,998 |
|
|
$ |
53,838 |
|
Cost of goods sold (2) |
|
|
212,547 |
|
|
|
73,119 |
|
|
|
33,482 |
|
|
|
158,559 |
|
|
|
58,538 |
|
|
|
30,036 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
73,268 |
|
|
|
24,399 |
|
|
|
27,359 |
|
|
|
63,528 |
|
|
|
22,460 |
|
|
|
23,802 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and
administrative |
|
|
67,155 |
|
|
|
18,706 |
|
|
|
31,890 |
|
|
|
57,440 |
|
|
|
18,313 |
|
|
|
27,772 |
|
Depreciation and amortization |
|
|
572 |
|
|
|
1,949 |
|
|
|
855 |
|
|
|
326 |
|
|
|
1,584 |
|
|
|
647 |
|
|
|
|
|
|
Operating profit (loss) |
|
$ |
5,541 |
|
|
$ |
3,744 |
|
|
$ |
(5,386 |
) |
|
$ |
5,762 |
|
|
$ |
2,563 |
|
|
$ |
(4,617 |
) |
|
|
|
|
|
|
|
|
(1) |
|
Net sales and cost of goods sold for the wholesale licensed and wholesale
non-licensed segments include an aggregate of $7.1 million and $5.3 million of intersegment
sales to the Companys retail operations for the three months ended July 31, 2011 and 2010,
respectively. |
|
(2) |
|
Net sales and cost of goods sold for the wholesale licensed and wholesale non-licensed
segments include an aggregate of $17.3 million and $13.7 million of intersegment sales to
the Companys retail operations for the six months ended July 31, 2011 and 2010,
respectively. |
Included in finished goods inventory at July 31, 2011 are approximately $224.7 million, $51.4
million and $36.0 million of inventories for wholesale licensed, wholesale non-licensed and retail
operations, respectively. Included in finished goods inventory at July 31, 2010 are approximately
$157.7 million, $30.1 million and $27.6 million of inventories for wholesale licensed, wholesale
non-licensed and retail operations, respectively. Substantially all of the Companys other assets
are commingled.
Note 6 Fair Value Measurements
Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements and Disclosures (ASC 820) establishes a common
definition for fair value to be applied to United States generally accepted accounting principles
(GAAP), provides guidance requiring the use of fair value, establishes a framework for measuring
fair value, and expands the disclosure about such fair value measurements. ASC 820 establishes a
three-level fair value hierarchy that requires entities to maximize the use of observable inputs
and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs
used to measure fair value are as follows:
|
|
|
Level 1:
|
|
Observable inputs such as quoted prices in active markets; |
|
|
|
Level 2:
|
|
Inputs, other than the quoted prices in active markets, that are
observable either directly or indirectly; and |
|
|
|
Level 3:
|
|
Unobservable inputs in which there is little or no market data
and require the reporting entity to develop its own assumptions. |
The Companys financial instruments consist of cash and cash equivalents, short-term trade
receivables, accounts payable and notes payable under the Companys credit facility. The carrying
values on the balance sheet for cash and cash equivalents, short-term trade receivables, and
accounts payable approximate their fair values due to the short-term maturities of such items and
are classified as level 1. The carrying value on the balance sheet for the Companys notes payable
approximate their fair value due to the variable interest rate, and as such is classified within
level 2 of the fair value hierarchy.
The Company evaluates long-lived assets for recoverability in accordance with ASC 360, Property
Plant and Equipment whenever events or changes in circumstances indicate that an asset may have
been impaired. In evaluating an asset for recoverability, the Company estimates the future cash
flow expected to result from the use of the asset and eventual disposition and market data
assumptions. If the sum of the expected future undiscounted cash flow is less than the carrying
amount of the asset, an impairment loss, equal to the excess of the carrying amount over the fair
value of the asset, is recognized.
Note 7 Investment in Joint Venture
In August 2010, AM Retail Group, Inc. (AM Retail), a wholly owned subsidiary, formed a joint
venture with VCS Group LLC to open and operate footwear and accessory outlet stores under
the name Vince
9
Camuto. Each company owns a 50% share in the joint venture and will provide 50%
of the capital costs of the joint venture. The Company accounted for AM Retails investment in the
joint venture using the equity method of accounting. Accordingly, the Companys share of the loss
from the joint venture for the six months ended July 31, 2011 was recorded in the consolidated
statements of operations.
Note 8 Recent Accounting Pronouncements
In June 2011, the FASB issued an Accounting Standards Update (ASU) ASU 2011-05, Presentation of Comprehensive Income. Under the
amendments to Topic 220, Comprehensive Income, an entity has the option to present the total of
comprehensive income, the components of net income, and the components of other comprehensive
income either in a single continuous statement of comprehensive income or in two separate but
consecutive statements. In both choices, an entity is required to present each component of net
income along with total net income, each component of other comprehensive income along with a total
for other comprehensive income, and a total amount for comprehensive income. This eliminates the
option to present the components of other comprehensive income as part of the statement of changes
in stockholders equity. The amendments do not change the items that must be reported in other
comprehensive income or when an item of other comprehensive income must be reclassified to net
income. The guidance in ASU 2011-05 is effective for public companies for fiscal years, and interim
periods within those years beginning after December 15, 2011. The Company expects that ASU 2011-05
will not have a material impact on the Companys consolidated financial statements.
Note 9 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 the Companys results of operations.
10
Item 2. Managements 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 wholly-owned 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, 2012 is
referred to as fiscal 2012.
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,
project, we believe, is or remains optimistic, currently envisions, forecasts 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:
|
|
|
our dependence on licensed product; |
|
|
|
|
costs and uncertainties with respect to expansion of our product offerings; |
|
|
|
|
customer concentration; |
|
|
|
|
the impact of the current economic and credit environment on our customers, suppliers and vendors; |
|
|
|
|
the impact of the downturn in the global economy on consumer purchases of products that we offer for sale; |
|
|
|
|
the performance of our products within the prevailing retail environment; |
|
|
|
|
customer acceptance of new products; |
|
|
|
|
our ability to make strategic acquisitions; |
|
|
|
|
possible disruption from acquisitions; |
|
|
|
|
consolidation of our retail customers; |
|
|
|
|
price, availability and quality of materials used in our products; |
|
|
|
|
highly seasonal nature of our business; |
|
|
|
|
dependence on existing management; |
|
|
|
|
the effects of competition in the markets in which we operate; |
|
|
|
|
risks of operating a retail business; |
|
|
|
|
need for additional financing; |
|
|
|
|
our ability to import products in a timely and cost effective manner; |
|
|
|
|
our reliance on foreign manufacturers; |
|
|
|
|
our intention to introduce new products or enter into new alliances; |
|
|
|
|
fluctuations in the price of our common stock; and |
|
|
|
|
potential effect on the price of our common stock if actual results are worse than financial forecasts. |
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, 2011. 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.
11
Overview
G-III designs, manufactures and markets an
extensive range of apparel, including outerwear, dresses, sportswear, womens suits and womens performance wear, as well
as luggage, womens handbags, mens bags and small leather goods. We sell our products under our own
proprietary brands, which include Andrew Marc, Marc New York and Marc Moto, licensed brands and
private retail labels. G-III also operates outlet stores under the Wilsons Leather name and
is a party to a joint venture that operates outlet stores under the Vince Camuto name.
While our products are sold at a variety of price points through a broad mix of retail partners and
our own outlet stores, a majority of our sales are concentrated with our ten largest customers.
Our business is dependent on, among other things, retailer and consumer demand for our products.
We believe that economic uncertainty and a slowdown in the global macroeconomic environment could
continue to negatively impact the level of consumer spending for discretionary items. The current
uncertain economic environment has been characterized by high unemployment which could result in 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 for fiscal 2012.
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 geographies, 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 operate our business in three segments: wholesale licensed products, wholesale non-licensed
products and retail operations. The wholesale licensed segment includes sales of product under
brands licensed by us from third parties. The wholesale non-licensed segment includes sales of
product under our own brands and private label brands. The retail operations segment consists
almost entirely of the operations of our Wilsons outlet stores.
We have expanded our portfolio of proprietary and licensed brands for more than 15 years through
acquisitions and by entering into license agreements for new brands or for additional products
under previously licensed brands. We have made five acquisitions since July 2005 that 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 and at a variety of price points. We believe that both Andrew Marc and the Wilsons
outlet business leverage our core strength in outerwear and provide us with new avenues for
growth. We also believe that these acquisitions complement our other licensed brands, G-III owned
labels and private label programs.
When we acquired Andrew Marc in February 2008, Andrew Marc was a supplier of fine outerwear and
handbags for both men and women to upscale specialty and department stores. We have since expanded
our product categories for Andrew Marc both in house and through licensing arrangements. We have
expanded the distribution of outerwear by penetrating additional doors and selling new channels of
distribution. We enhanced our website for Andrew Marc (www.andrewmarc.com) to further expand our
product offerings. We launched Andrew Marc and Marc New York dress lines which began shipping in
Fall 2009, leveraging our G-III dress capabilities and our manufacturing sources. We added to the
Andrew Marc family of brands by creating the Marc Moto brand. The Marc Moto offering contains
vintage inspired product that embraces legendary style. It is a denim lifestyle collection
targeted toward young, independent men.
We began a program to license our Andrew Marc and Marc New York brands and entered into agreements
to license these brands for womens footwear, mens accessories, womens handbags, mens cold
weather accessories and mens denim and related sportswear. We have entered into agreements to
terminate the license agreements with respect to womens handbags and mens denim and related sportswear, and
intend to pursue these initiatives in house. We also entered into Andrew Marc license agreements
for eyewear in July 2010, mens
12
dress shirts in September 2010, mens tailored clothing in September 2010, watches in March
2011 and neckwear in April 2011. Andrew Marc mens eyewear began shipping for the Spring 2011 season and mens tailored
clothing and mens dress shirts for the Fall 2011 season. We expect first shipments of Andrew Marc
neckwear to be made for the Holiday 2011 season and of Andrew Marc watches to be made for the Spring
2012 season.
We acquired the outlet store business of Wilsons The Leather Experts in July 2008. Our
retail operations segment, which consists almost entirely of our Wilsons outlet store
business, had an operating loss during fiscal 2009 and fiscal 2010. In fiscal 2011, the retail
operations segment achieved an operating profit and we expect that it will also achieve an operating profit in fiscal 2012. We
continue to believe that operation of the Wilsons outlet stores is part of our core
competency, as outerwear comprised about one-half of our net sales at Wilsons in fiscal 2011. We
expect to continue to implement and refine these initiatives with a view to creating a store
concept that is capable of building growth and profitability over the long-term. In addition, we
plan to open four Andrew Marc outlet stores this year. We expect to add a total of 10 to 15
new outlet stores in fiscal 2012. As of August 31, 2011, five new Wilsons outlet
stores were in operation.
During the third quarter of fiscal 2011, we formed a joint venture with The Camuto Group to operate
footwear and accessory outlet stores under the name Vince Camuto. The Camuto Group
provides product and merchandises the stores. Through our Wilsons team, we provide the
infrastructure and expertise for operation of the stores, including real estate, distribution,
information systems, finance and administration. Both companies share equally in the capital costs
of the joint venture. We opened our first Vince Camuto outlet store in April 2011 and, as of
August 31, 2011, 10 of these stores were in operation. We expect to have 11 Vince Camuto stores in
operation by year end. We are accounting for this joint venture under the equity method.
The sale of licensed product has been a key element of our business strategy for many years. As
part of this strategy, we continue to add new fashion and sports apparel licenses. In May 2010, we
added licenses for Calvin Klein luggage and for Calvin Klein womens handbags and small leather
goods. First shipment of these products commenced for the Spring 2011 season.
In September 2010, we entered into an extended and expanded license agreement with the National
Football League to manufacture and market mens and womens outerwear, sportswear, and swimwear
products in the United States under a variety of NFL trademarks. This license agreement is for five
additional years and commences April 1, 2012. In October 2010, we expanded our relationship with
Guess pursuant to a new license agreement for dresses. First shipments of our Guess dresses began
for the Spring 2011 season. In May 2011, we entered into two new license agreements with the
Camuto Group, expanding our product offerings with Camuto to include dresses and mens outerwear.
In June 2011, we also expanded our product categories with Tommy Hilfiger to include luggage. We
expect to begin shipping the Hilfiger luggage for the Holiday 2011 season. Dresses under the
Camuto label are expected to begin shipping for Spring 2012.
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 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. We
continually discuss new licensing opportunities with brand owners.
Trends
Significant trends that affect the apparel industry include increases in raw material,
manufacturing and transportation costs, the continued consolidation of retail chains, the desire on
the part of retailers to consolidate vendors supplying them and a shift in consumer shopping
preferences away from traditional department stores to other retail venues.
During fiscal 2011, we and other apparel manufacturers began to experience increases in raw
material prices and other costs. These conditions have continued into fiscal 2012. We expect to
partially mitigate cost increases in fiscal 2012 and their effect on gross margins through a
combination of alternate sourcing initiatives, shifting the fabrics we utilize, advantageous
purchase of raw materials and price increases.
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 merchandise. Exclusive
brands are only made available to a
13
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, 2011 compared to three months ended July 31, 2010
Net sales for the three months ended July 31, 2011 increased to $230.0 million from $189.0
million in the same period last year. Net sales of wholesale licensed products increased to $158.1
million from $129.7 million primarily as a result of an increase of $9.6 million in net sales of
Calvin Klein licensed product, mainly due to the introduction of our Calvin Klein handbag and
luggage lines, $6.8 million in net sales of Kenneth Cole outerwear and $5.0 million in net sales of
licensed sports apparel. Net sales of wholesale non-licensed products in the three months ended
July 31, 2011 increased to $50.7 million from $40.7 million in the same period last year primarily
due to an increase of $7.6 million in sales of private label outerwear. Net sales of our retail
operations were $28.3 million for the three months ended July 31, 2011 compared to $23.8 million in
the same period last year, as a result of an increase in the number of stores, as well as an 11% increase in comparable store sales.
Gross profit increased to $65.6 million, or 28.5% of net sales, for the three months ended July 31,
2011, from $60.8 million, or 32.2% of net sales, in the same period last year. The gross profit
percentage in our wholesale licensed segment was 25.5% in the three months ended July 31, 2011
compared to 30.4% in the same period last year. The gross profit percentage in our wholesale
non-licensed segment was 24.7% in the three month period ended July 31, 2011 compared to 26.5% in
the same period last year. Gross profit for the wholesale licensed segment was impacted by greater promotional activity which resulted in lower initial selling prices as well as higher allowance support by us to our retailers. Gross profit
for the wholesale non-licensed segment
was impacted by lower initial selling prices as well as the sale of a higher proportion of lower margin product.
The gross profit percentage for our retail operations segment was essentially
flat at 45.1% for the three months ended July 31, 2011 compared to 44.5% for the comparable period
last year.
Selling, general and administrative expenses increased to $59.8 million in the three months ended
July 31, 2011 from $53.8 million in the same period last year. This increase is primarily a result
of increases in personnel costs ($2.3 million), facility costs ($1.0 million) and advertising and
promotional expenses ($805,000). Personnel costs increased primarily due to the growth in the
staffing of our Calvin Klein division, including the addition of two new product categories, as
well as an increase in the number of Wilsons outlet stores. Facility costs increased as a result of rent
expense associated with new leases entered into for additional showroom and office space to
accommodate sales growth, as well as rent for additional retail stores. Advertising and
promotional expenses increased because of the increase in sales of licensed product in the second
quarter.
Depreciation and amortization increased to $1.9 million in the three months ended July 31, 2011
from $1.3 million in the same period last year primarily as a result of leasehold improvements made
and fixtures added during fiscal 2011 for the additional showroom and office space we have leased.
Equity in loss of joint venture of $376,000 in the three months ended July 31, 2011 represents our
share of the loss in the joint venture relating to the operation of Vince Camuto outlet
stores. As this joint venture commenced operations in the fourth quarter of fiscal 2011, there is no amount
for this item in the prior years comparable period.
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Interest and financing charges, net for the three months ended July 31, 2011, were $952,000 compared
to $634,000 for the same period last year. Our interest charges were higher because of higher
average borrowings under our credit facility during the second quarter as a result of significantly
higher inventory levels.
Income tax expense for the three months ended July 31, 2011 was $1.0 million compared to $2.0
million for the same period last year. The effective tax rate for the three months ended July 31,
2011 was 39.0% compared to an effective tax rate of 40.0% in the same period last year. The
effective tax rate in the prior comparable period is higher primarily because we were not able to
recognize the benefit of certain state losses incurred by our AM Retail Group, Inc. subsidiary that
operates our Wilsons outlet stores.
Six months ended July 31, 2011 compared to six months ended July 31, 2010
Net sales for the six months ended July 31, 2011 increased to $426.8 million from $343.2
million in the same period last year. Net sales of wholesale licensed products increased to $285.8
million from $222.1 million primarily as a result of an increase of $33.9 million in net sales of
Calvin Klein licensed product, mainly due to increased sales of our Calvin Klein womens dresses
and the introduction of Calvin Klein handbag and luggage lines, $8.4 million in net sales of
Kenneth Cole outerwear and a $7.7 million in net sales of licensed sports apparel. Net sales of
wholesale non-licensed products in the six months ended July 31, 2011 increased to $97.5 million
from $81.0 million in the same period last year primarily due to an increase of $9.9 million in
sales of private label outerwear. Net sales of our retail operations were $60.8 million for the
six months ended July 31, 2011 compared to $53.8 million in the same period last year as a result
of an increase in the number of stores, as well as an increase of 10% in comparable store sales.
Gross profit increased to $125.0 million, or 29.3% of net sales, for the six months ended July 31,
2011, from $109.8 million, or 32.0% of net sales, in the same period last year. The gross profit
percentage in our wholesale licensed segment was 25.6% in the six months ended July 31, 2011
compared to 28.6% in the same period last year. The gross profit percentage in our wholesale
non-licensed segment was 25.0% in the six month period ended July 31, 2011 compared to 27.7% in the
same period last year. Gross profit for the wholesale licensed segment was impacted by greater promotional activity which
resulted in lower initial selling prices as well as higher allowance support by us to our retailers.
Gross profit for the wholesale non-licensed segment was impacted by lower initial selling prices as well as the
sale of a higher proportion of lower margin product. The gross profit percentage for our retail operations segment was 45.0% for the
six months ended July 31, 2011 compared to 44.2% for the comparable period last year.
Selling, general and administrative expenses increased to $117.8 million in the six months ended
July 31, 2011 from $103.5 million in the same period last year. This increase is primarily a
result of increases in personnel costs ($5.1 million), facility costs ($2.8 million), outside
warehousing expenses ($2.3 million) and advertising and promotional expenses ($1.5 million).
Personnel costs increased primarily due to the growth in the staffing of our Calvin Klein division, including the addition of two new product categories, as well as an increase in the number of Wilsons
outlet stores. Facility costs increased as a result of rent expense associated with new leases
entered into for additional showroom and office space to accommodate sales growth, as well as rent
for additional retail stores. Outside warehousing costs increased because of the increased sales
volume compared to last year. Advertising and promotional expenses increased because of the
increase in sales of licensed product compared to the first six months of last year.
Depreciation and amortization increased to $3.4 million in the six months ended July 31, 2011 from
$2.6 million in the same period last year primarily as a result of leasehold improvements made and
fixtures added during fiscal 2011 for the additional showroom and office space we have leased.
Equity in loss of joint venture of $475,000 in the six months ended July 31, 2011 represents our
share of the loss in the joint venture relating to the operation of Vince Camuto outlet
stores. As this joint venture commenced operations in the fourth quarter of fiscal 2011, there is no amount
for this item in the prior years comparable period.
Interest and financing charges, net for the six months ended July 31, 2011, were $1.7 million
compared to $996,000 for the same period last year. Our interest charges were higher because of
higher average borrowings under our credit facility as a result of significantly higher inventory
levels.
Income tax expense for the six months ended July 31, 2011 was $668,000 compared to $1.1 million for
the same period last year. The effective tax rate for the six months ended July 31, 2011 was 39.0%
compared to an effective tax rate of 40.0% in the same period last year. The effective tax rate in
the prior comparable period is higher primarily because we were not able to recognize the benefit
of certain state losses incurred by our AM Retail Group, Inc. subsidiary that operates our Wilsons
outlet stores.
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Liquidity and Capital Resources
Our primary cash requirements are to fund our seasonal build up in inventories and accounts
receivable, primarily during our second and third fiscal quarters each year. Due to the seasonality
of our business, we generally reach our maximum borrowing under our asset-based credit facility
during our third fiscal quarter. The primary sources to meet our cash requirements have been
borrowings under our credit facility, cash generated from operations and proceeds from offerings of
our common stock.
The amount borrowed under our line of credit varies based on our seasonal requirements. At July
31, 2011, we had cash and cash equivalents of $8.6 million and outstanding borrowings of $142.0
million. At July 31, 2010, we had cash and cash equivalents of $6.1 million and outstanding
borrowings of $77.4 million.
Our contingent liability under open letters of credit was approximately $31.3 million as of July
31, 2011 compared to $25.4 million as of July 31, 2010.
Financing Agreement
We have a financing agreement with JPMorgan Chase Bank, N.A., as Agent for a consortium of banks.
The financing agreement, which extends through July 31, 2013, is a senior secured revolving credit
facility providing for borrowings in the aggregate principal amount of up to $300 million.
Borrowings under this credit facility bear interest, at our option, at the prime rate plus 0.50%
(3.75% at July 31, 2011) or LIBOR plus 2.75% (2.94% at July 31, 2011). Amounts available under
this facility are subject to borrowing base formulas and over advances as specified in the
financing agreement.
The financing agreement requires us, among other things, to maintain a maximum senior leverage
ratio and minimum fixed charge coverage ratio, as defined, and also limits payments for cash
dividends and stock redemptions. As of July 31, 2011, we were in compliance with these covenants.
The financing agreement is secured by all of our assets.
Cash from Operating Activities
We used $135.4 million of cash in operating activities during the six months ended July 31, 2011,
primarily as a result of an increase of $117.4 million in inventory, $33.2 million in accounts
receivable and $11.5 million in prepaid expenses and other current assets, offset in part by an
increase of $22.4 million in accounts payable, accrued expenses and other items.
The increases in inventory and payables are consistent with our seasonal pattern of building up
inventory for the fall shipping season. The increase in accounts receivable is associated with
sales increases in the period. Prepaid expenses and other current assets increased as a result of
advance payments made to licensors under our licensing agreements.
Cash from Investing Activities
We used $10.5 million of cash in investing activities in the six months ended July 31, 2011 of
which $8.0 million were for capital expenditures and $2.5 million was for an investment in the
joint venture relating to the Vince Camuto outlet stores. The capital expenditures related
primarily to build out and renovation costs with respect to the amended leases we entered into in
March 2010 relating to our existing corporate showrooms and offices to extend the leases and add
additional office space. We expect our capital expenditures and investments in joint venture for fiscal 2012 to aggregate
approximately $15.0 million for the build out and renovation of the additional showroom and office
space, the addition of approximately 10 15 outlet stores and the funding of the joint
venture.
Cash from Financing Activities
Cash from financing activities provided $144.5 million in the six months ended July 31, 2011,
primarily as a result of $142.0 million of borrowings under our revolving credit facility and $2.0
million in tax benefits recognized from the exercise or vesting of equity awards. We increased our
borrowings as a result of payments for purchases of inventory. Inventory levels compared to the
prior year are higher primarily as a result of our replenishment programs in our suits and
sportswear product lines, our purchase of inventory for our new luggage and handbag product lines
and the seasonal build up of product for our fall outerwear shipping season.
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Financing Needs
We believe that our cash on hand and cash generated from operations, together with funds available
from our revolving credit facility, will be sufficient to meet our expected operating and capital
expenditure requirements, as well as to fund the cost of any shares that we may repurchase. We may
seek to acquire other businesses in order to expand our product offerings or to otherwise add
complementary businesses. 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, 2011 are those that depend most heavily on these judgments and
estimates. As of July 31, 2011, 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, 2011.
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
Commissions 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, 2011, 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.
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31.1
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Certification by Morris Goldfarb, Chief Executive Officer of G-III Apparel Group,
Ltd., pursuant to Section 302 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,
2011. |
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31.2
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Certification by Neal S. Nackman, Chief Financial Officer of G-III Apparel
Group, Ltd., pursuant to Section 302 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, 2011. |
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32.1
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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, 2011. |
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32.2
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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, 2011. |
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101.INS
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XBRL Instance Document. |
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101.SCH
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XBRL Schema Document. |
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101.CAL
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XBRL Calculation Linkbase Document. |
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101.LAB
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XBRL Label Linkbase Document. |
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101.PRE
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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.
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G-III APPAREL GROUP, LTD. |
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(Registrant) |
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Date: September 8, 2011 |
By: |
/s/ Morris Goldfarb
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Morris Goldfarb |
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Chief Executive Officer |
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Date: September 8, 2011 |
By: |
/s/ Neal S. Nackman
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Neal S. Nackman |
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Chief Financial Officer |
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