G III APPAREL GROUP LTD /DE/0000821002false00008210022020-09-092020-09-09

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): September 9, 2020

G-III APPAREL GROUP, LTD.

(Exact Name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction
of Incorporation)

0-18183
(Commission File Number)

41-1590959
(IRS Employer
Identification No.)


(Address of principal executive offices)

512 Seventh Avenue

New York, New York
(Address of Principal Executive Offices)

10018
(Zip Code)

(212) 403-0500

(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, 00008210022020-09-092020-09-09

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): September 9, 2020

G-III APPAREL GROUP, LTD.

(Exact Name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction
of Incorporation)

0-18183
(Commission File Number)

41-1590959
(IRS Employer
Identification No.)


(Address of principal executive offices)

512 Seventh Avenue

New York, New York
(Address of Principal Executive Offices)

10018
(Zip Code)

(212) 403-0500

(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

GIII

The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter). Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

GIII

The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter). Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On September 9, 2020, G-III Apparel Group, Ltd. (the “Company”) announced its results of operations for the second fiscal quarter ended July 31, 2020.  A copy of the press release issued by the Company relating thereto is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(a)Financial Statements of Businesses Acquired.

None.

(b)Pro Forma Financial Information.

None.

(c)Shell Company Transactions

None.

(d)Exhibits.

99.1

Press release of G-III Apparel Group, Ltd. issued on September 9, 2020 relating to its second quarter fiscal 2021 results.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

Limitation on Incorporation by Reference

In accordance with General Instruction B.2 of Form 8-K, the information reported under Item 2.02 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such a filing.

2

EXHIBIT INDEX

Exhibit
No.


Description

99.1

Press release of G-III Apparel Group, Ltd. issued on September 9, 2020 relating to its second quarter fiscal 2021 results.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

3

SIGNATURE

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 hereunto duly authorized.

G-III APPAREL GROUP, LTD.

Date: September 9, 2020

By:

/s/ Neal S. Nackman

Name:

Neal S. Nackman

Title:

Chief Financial Officer

-4-

Fulbright & Jaworski L.L.P. Document

Exhibit 99.1

G-III APPAREL GROUP, LTD.

G-III APPAREL GROUP, LTD. ANNOUNCES SECOND QUARTER FISCAL 2021 RESULTS

Issued Senior Secured Notes Due 2025, Enhancing Financial Flexibility and Liquidity

Commenced Store Liquidations Associated with Closing of Wilsons Leather and G.H Bass Stores

GAAP Loss Per Share of $(0.31) is inclusive of $(0.53) Per Share Losses Related to Wilsons Leather and G.H. Bass Store Operations

Expects Net Sales to Decline in the Range of 28% - 33% in the Second Half of the Fiscal Year Compared to the Same Period Last Year

New York, New York – September 9, 2020 -- G-III Apparel Group, Ltd. (NasdaqGS: GIII) today announced operating results for the second quarter of fiscal 2021 ended July 31, 2020.

Morris Goldfarb, G-III’s Chairman and Chief Executive Officer, said, “The pandemic has had a major impact on the fashion industry and our second quarter results. Our customers now prefer casual, comfortable and functional attire. Through our broad range of brands and product categories, G-III is able to capitalize on these changing trends. We have reset our order book for the balance of the year and shifted our product assortment to athleisure, jeans, casual sportswear and coats.”

Mr. Goldfarb concluded, “We refinanced our balance sheet and extended the maturity of our revolving credit facility and term debt to 2025. In addition, the closure of Wilsons Leather and G.H. Bass stores, expected to be completed by the end of this fiscal year, will result in the elimination of significant operating losses. I am confident that as we navigate through the pandemic, our financial strength and dedicated management team will further advance our leadership position and set the stage for future market share gains.”

Net sales for the second quarter ended July 31, 2020 decreased 53.8% to $297.2 million from $643.9 million in the same period last year. The Company reported a net loss for the second quarter of $15.0 million, or $(0.31) per share, compared to net income of $11.1 million, or $0.23 per diluted share, in the prior year’s comparable period.

As previously announced, the Company is restructuring its retail operations segment, which includes permanently closing 110 Wilsons Leather and 89 G.H. Bass stores.  Like most retail stores, these stores were closed in mid-March in connection with the COVID-19 pandemic and did not begin to reopen until June. Net sales for the second quarter ended July 31, 2020 for the Wilsons Leather and G.H. Bass portion of our retail operations segment were $19.7 million compared to $53.6 million in the same period last year.

Included in the Company’s net loss for the quarter are net losses from the Wilsons Leather and G.H. Bass operations of $25.6 million, or $(0.53) per share, compared to $6.3 million, or $(0.13) per share, in the prior year’s comparable period. The results for each period reflect direct store operations including impairment charges, but do not include any allocated corporate overhead charges, shared administrative expenses or shared distribution expenses. The results for the current period also include the impact of the pandemic and the commencement of the liquidation of the Wilsons Leather and G.H. Bass

1


stores. These operating results for Wilsons Leather and G.H. Bass are presented solely to provide the historical operating results of the portion of the Company’s retail operations segment that is being restructured and are not intended to be used to develop expectations for future results of the Company or to indicate any future level of profitability of the Company.

Outlook

The Company expects net sales to decline in the range of 28% - 33% in the second half of its fiscal year compared to the same period last year. As the developments associated with the COVID-19 pandemic continue to be fluid and there is significant uncertainty related to the impact of the pandemic, the Company is not currently providing any additional guidance.

About G-III Apparel Group, Ltd.

G-III designs, sources and markets apparel and accessories under owned, licensed and private label brands. G-III’s owned brands include DKNY, Donna Karan, Vilebrequin, G.H. Bass, Eliza J, Jessica Howard, Andrew Marc and Marc New York. G-III has fashion licenses under the Calvin Klein, Tommy Hilfiger, Karl Lagerfeld Paris, Kenneth Cole, Cole Haan, Guess?, Vince Camuto, Levi's and Dockers brands. Through its team sports business, G-III has licenses with the National Football League, National Basketball Association, Major League Baseball, National Hockey League and over 150 U.S. colleges and universities. Through its retail subsidiaries, G-III operates retail stores under the DKNY, Wilsons Leather, G.H. Bass, Vilebrequin, Karl Lagerfeld Paris and Calvin Klein Performance names. Subsequent to completion of the restructuring of its retail operations segment, G-III will, through two of its wholly-owned subsidiaries, continue to operate stores under the DKNY and Karl Lagerfeld Paris names. G-III, through wholly owned foreign subsidiaries, will also continue to operate stores under the Vilebrequin name.

Statements concerning G-III's business outlook or future economic performance, anticipated revenues, expenses or other financial items; restructuring plans; product introductions and plans and objectives related thereto; and statements concerning assumptions made or expectations as to any future events, conditions, performance or other matters are "forward-looking statements" as that term is defined under the Federal Securities laws. Forward-looking statements are subject to risks, uncertainties and factors which include, but are not limited to, risks related to the COVID-19 outbreak, reliance on licensed product, reliance on foreign manufacturers, risks of doing business abroad, the current economic and credit environment, risks related to our indebtedness, the nature of the apparel industry, including changing customer demand and tastes, customer concentration, seasonality, risks associated with the restructuring of our retail operations segment, risks of operating a retail business, risks related to G-III’s ability to reduce the losses incurred in its retail operations, customer acceptance of new products, the impact of competitive products and pricing, dependence on existing management, possible disruption from acquisitions, the impact on G-III’s business of the imposition of tariffs by the United States government and business and general economic conditions, as well as other risks detailed in G-III's filings with the Securities and Exchange Commission. G-III assumes no obligation to update the information in this release.

2


G-III APPAREL GROUP, LTD. AND SUBSIDIARIES

(Nasdaq: GIII)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

Three Months Ended July 31,

Six Months Ended July 31,

2020

2019

2020

2019

(Unaudited)

Net sales

$

297,212

$

643,892

$

702,343

$

1,277,444

Cost of goods sold

162,519

412,123

443,249

809,611

Gross profit

134,693

231,769

259,094

467,833

Selling, general and administrative expenses

122,102

196,448

276,722

398,307

Depreciation and amortization

9,691

9,789

19,558

19,262

Asset impairments, net of loss (gain) on lease modifications

14,302

(1,393)

17,489

(2,222)

Operating profit (loss)

(11,402)

26,925

(54,675)

52,486

Other income (loss)

1,943

(751)

(113)

(1,399)

Interest and financing charges, net

(9,177)

(10,785)

(19,556)

(21,105)

Income (loss) before income taxes

(18,636)

15,389

(74,344)

29,982

Income tax expense (benefit)

(3,660)

4,270

(20,073)

6,820

Net income (loss)

$

(14,976)

$

11,119

$

(54,271)

$

23,162

Net income (loss) per common share:

Basic

$

(0.31)

$

0.23

$

(1.13)

$

0.48

Diluted

$

(0.31)

$

0.23

$

(1.13)

$

0.47

Weighted average shares outstanding:

Basic

48,214

48,450

48,121

48,619

Diluted

48,214

49,116

48,121

49,436

Selected Balance Sheet Data (in thousands):

At July 31,

2020

2019

(Unaudited)

Cash and cash equivalents

$

252,798

$

39,568

Working capital

701,305

754,992

Inventories

574,767

842,136

Total assets

2,269,814

2,712,436

Long-term debt

408,720

553,118

Operating lease liabilities

231,983

346,929

Total stockholders' equity

1,237,749

1,167,820

3


SELECT STATEMENT OF OPERATIONS DATA OF WILSONS LEATHER AND G.H. BASS STORES

(In thousands, except per share amounts)

Three Months Ended July 31,

Six Months Ended July 31,

2020

2019

2020

2019

(Unaudited)

Net sales

$

19,667

$

53,596

$

38,961

$

106,184

Operating loss (1)

(35,128)

(8,585)

(56,366)

(18,848)

Loss before income tax benefit

(35,128)

(8,585)

(56,366)

(18,848)

Net loss, net of income tax benefit

$

(25,643)

$

(6,267)

$

(41,147)

$

(13,759)

Net loss per common share:

Basic

$

(0.53)

$

(0.13)

$

(0.86)

$

(0.28)

Diluted

$

(0.53)

$

(0.13)

$

(0.86)

$

(0.28)

The table above reflects the four wall operations of Wilsons Leather and G.H. Bass stores, which are included in the consolidated operating results of the Company. As part of our retail restructuring, we are in the process of closing all of these stores. The operations of these stores currently consist of liquidation sales that we anticipate will be completed before the end of the current fiscal year.  The results for this portion of our retail segment include impairment charges, but do not include any allocated corporate overhead charges, shared administrative expenses or shared distribution center expenses.  Corporate overhead charges, shared administrative expenses and shared distribution center expenses have been excluded as these expenses will continue to be incurred by the Company notwithstanding the restructuring of its retail operations segment. The Company continues to evaluate to what extent these expenses might be able to be reduced upon the completion of the restructuring. No interest expense has been allocated in calculating these operating results. The tax rate used assumes the same overall effective rate that is reflected in the Company’s consolidated financial statements. The table above also reflects the results of operations of the Company’s four Calvin Klein Performance stores that are being closed as part of the retail restructuring. The operating results of the four Calvin Klein Performance stores are also included in the consolidated operating results of the Company.

(1)Includes $17.9 million, $(1.4) million, $16.9 million, and $(2.2) million of impairment charges, net of gains on lease modifications, recorded during the quarters ended July 31, 2020 and 2019, and the six month periods ended July 31, 2020 and 2019, respectively.

4


G-III Apparel Group, Ltd.

Company Contact:

Priya Trivedi

VP of Investor Relations and Treasurer

(646) 473-5157

Investor Relations Contact:

Tom Filandro

ICR, Inc.

(646) 277-1235 

5


v3.20.2
Document and Entity Information
Sep. 09, 2020
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Sep. 09, 2020
Entity File Number 0-18183
Entity Registrant Name G III APPAREL GROUP LTD /DE/
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 41-1590959
Entity Address, Address Line One 512 Seventh Avenue
Entity Address, State or Province NY
Entity Address, City or Town New York
Entity Address, Postal Zip Code 10018
City Area Code 212
Local Phone Number 403-0500
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 par value per share
Trading Symbol GIII
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0000821002
Amendment Flag false