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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended April 30, 2023

or

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

For the transition period from          to       

 

Commission File Number: 0-18183

 G-III APPAREL GROUP, LTD.

(Exact name of registrant as specified in its charter) 

 

Delaware

    

41-1590959

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

512 Seventh Avenue, New York, New York

 

10018

(Address of principal executive offices)

 

(Zip Code)

(212) 403-0500

(Registrant’s telephone number, including area code)

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

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 (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      No 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files.)  Yes      No 

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

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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.

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

As of June 2, 2023, there were 45,593,524 shares of issuer’s common stock, par value $0.1 per share, outstanding.

Table of Contents

TABLE OF CONTENTS

    

Page No.

Part I

FINANCIAL INFORMATION

Item 1.

Financial Statements

Condensed Consolidated Balance Sheets –April 30, 2023 (Unaudited), April 30, 2022 (Unaudited) and January 31, 2023

3

Condensed Consolidated Statements of Operations and Comprehensive Income - For the Three Months Ended April 30, 2023 and 2022 (Unaudited)

4

Condensed Consolidated Statements of Stockholders’ Equity –April 30, 2023 and April 30, 2022 (Unaudited)

5

Condensed Consolidated Statements of Cash Flows - For the Three Months Ended April 30, 2023 and 2022 (Unaudited)

6

Notes to Condensed Consolidated Financial Statements

7

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

20

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

30

Item 4.

Controls and Procedures

30

Part II

OTHER INFORMATION

Item 1A.

Risk Factors

31

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

31

Item 6.

Exhibits

32

2

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1.          Financial Statements.

G-III APPAREL GROUP, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

April 30,

April 30,

January 31,

2023

2022

2023

    

(Unaudited)

    

(Unaudited)

    

(In thousands, except per share amounts)

ASSETS

Current assets

Cash and cash equivalents

$

289,729

$

438,411

$

191,652

Accounts receivable, net of allowance for doubtful accounts of $18.8 million, $16.9 million and $18.3 million, respectively

494,601

573,613

674,963

Inventories

630,308

550,059

709,345

Prepaid income taxes

7,692

1,071

5,886

Prepaid expenses and other current assets

69,432

53,425

70,654

Total current assets

1,491,762

1,616,579

1,652,500

Investments in unconsolidated affiliates

27,585

89,827

24,467

Property and equipment, net

53,157

47,274

53,742

Operating lease assets

237,056

164,607

239,665

Other assets, net

52,183

54,132

52,644

Other intangibles, net

34,131

30,512

34,842

Deferred income tax assets, net

26,389

1,647

26,389

Trademarks

632,220

451,967

628,156

Goodwill

261,727

Total assets

$

2,554,483

$

2,718,272

$

2,712,405

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities

Current portion of notes payable

$

139,418

$

4,554

$

135,518

Accounts payable

140,064

215,489

169,508

Accrued expenses

99,092

94,359

115,586

Customer refund liabilities

69,408

78,052

89,760

Current operating lease liabilities

51,024

41,112

52,917

Income tax payable

8,234

17,060

14,875

Other current liabilities

863

1,358

905

Total current liabilities

508,103

451,984

579,069

Notes payable, net of discount and unamortized issuance costs

403,586

516,828

483,840

Deferred income tax liabilities, net

45,561

38,021

44,783

Noncurrent operating lease liabilities

202,406

139,686

204,974

Other noncurrent liabilities

15,325

12,998

15,141

Total liabilities

1,174,981

1,159,517

1,327,807

Redeemable noncontrolling interests

(945)

463

(850)

Stockholders' Equity

Preferred stock; 1,000 shares authorized; no shares issued

Common stock - $0.01 par value; 120,000 shares authorized; 49,396, 49,396 and 49,396 shares issued, respectively

264

264

264

Additional paid-in capital

472,474

460,999

468,712

Accumulated other comprehensive loss

(6,936)

(18,657)

(11,653)

Retained earnings

987,180

1,147,639

983,944

Common stock held in treasury, at cost - 3,802, 1,209 and 2,680 shares, respectively

(72,535)

(31,953)

(55,819)

Total stockholders' equity

1,380,447

1,558,292

1,385,448

Total liabilities, redeemable noncontrolling interests and stockholders' equity

$

2,554,483

$

2,718,272

$

2,712,405

The accompanying notes are an integral part of these statements.

3

Table of Contents

G-III APPAREL GROUP, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

Three Months Ended April 30,

2023

    

2022

(Unaudited)

(In thousands, except per share amounts)

Net sales

$

606,589

$

688,757

Cost of goods sold

356,788

442,718

Gross profit

249,801

246,039

Selling, general and administrative expenses

227,961

185,407

Depreciation and amortization

6,576

6,095

Operating profit

15,264

54,537

Other income (loss)

973

(2,708)

Interest and financing charges, net

(12,151)

(12,203)

Income before income taxes

4,086

39,626

Income tax expense

945

9,000

Net income

3,141

30,626

Less: Loss attributable to noncontrolling interests

(95)

(8)

Net income attributable to G-III Apparel Group, Ltd.

$

3,236

$

30,634

NET INCOME PER COMMON SHARE ATTRIBUTABLE TO G-III APPAREL GROUP, LTD.:

Basic:

Net income per common share

$

0.07

$

0.64

Weighted average number of shares outstanding

46,286

48,016

Diluted:

Net income per common share

$

0.07

$

0.62

Weighted average number of shares outstanding

47,442

49,108

Net income

$

3,141

$

30,626

Other comprehensive income:

Foreign currency translation adjustments

4,715

(4,130)

Other comprehensive income (loss):

4,715

(4,130)

Comprehensive income

$

7,856

$

26,496

Comprehensive loss attributable to noncontrolling interests:

Net loss

(95)

(8)

Foreign currency translation adjustments

2

2

Comprehensive loss attributable to noncontrolling interests

(93)

(6)

Comprehensive income attributable to G-III Apparel Group, Ltd.

$

7,763

$

26,490

The accompanying notes are an integral part of these statements.

4

Table of Contents

G-III APPAREL GROUP, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Accumulated

Common

Additional

Other

Stock

Common

Paid-In

Comprehensive

Retained

Held In

    

Stock

    

Capital

    

Loss

    

Earnings

    

Treasury

    

Total

(Unaudited)

(In thousands)

Balance as of January 31, 2023

$

264

$

468,712

$

(11,653)

$

983,944

$

(55,819)

$

1,385,448

Equity awards exercised/vested, net

(53)

53

Share-based compensation expense

3,837

3,837

Taxes paid for net share settlements

(22)

(22)

Other comprehensive income, net

4,717

4,717

Repurchases of common stock

(16,769)

(16,769)

Net income attributable to G-III Apparel Group, Ltd.

3,236

3,236

Balance as of April 30, 2023

$

264

$

472,474

$

(6,936)

$

987,180

$

(72,535)

$

1,380,447

Balance as of January 31, 2022

$

264

$

456,329

$

(14,529)

$

1,117,005

$

(39,157)

$

1,519,912

Equity awards exercised/vested, net

(7,204)

7,204

Share-based compensation expense

20,549

20,549

Taxes paid for net share settlements

(8,675)

(8,675)

Other comprehensive loss, net

(4,128)

(4,128)

Net income attributable to G-III Apparel Group, Ltd.

30,634

30,634

Balance as of April 30, 2022

$

264

$

460,999

$

(18,657)

$

1,147,639

$

(31,953)

$

1,558,292

The accompanying notes are an integral part of these statements.

5

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G-III APPAREL GROUP, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended April 30,

    

2023

    

2022

(Unaudited, in thousands)

Cash flows from operating activities

Net income attributable to G-III Apparel Group, Ltd.

$

3,236

$

30,634

Adjustments to reconcile net income to net cash used in operating activities:

Depreciation and amortization

6,576

6,095

Loss on disposal of fixed assets

393

24

Non-cash operating lease costs

14,902

11,852

Equity loss (gain) in unconsolidated affiliates

482

(676)

Change in fair value of equity securities

(1,009)

1,126

Share-based compensation

3,837

20,549

Deferred financing charges and debt discount amortization

2,640

2,494

Deferred income taxes

778

71

Changes in operating assets and liabilities:

Accounts receivable, net

180,362

31,898

Inventories

79,037

(37,904)

Income taxes, net

(8,448)

20,496

Prepaid expenses and other current assets

2,422

(9)

Other assets, net

448

62

Customer refund liabilities

(20,352)

(8,736)

Operating lease liabilities

(16,724)

(11,675)

Accounts payable, accrued expenses and other liabilities

(46,749)

(55,130)

Net cash provided by operating activities

201,831

11,171

Cash flows from investing activities

Operating lease assets initial direct costs

(52)

Investment in e-commerce retailer

(25,000)

Investment in equity interest of private company

(3,600)

Capital expenditures

(4,978)

(4,334)

Net cash used in investing activities

(8,630)

(29,334)

Cash flows from financing activities

Repayment of borrowings - revolving facility

(85,400)

Proceeds from borrowings - revolving facility

5,313

Repayment of borrowings - foreign facilities

(36,073)

(356)

Proceeds from borrowings - foreign facilities

37,199

287

Purchase of treasury shares

(16,769)

Taxes paid for net share settlements

(22)

(8,675)

Net cash used in financing activities

(95,752)

(8,744)

Foreign currency translation adjustments

628

(666)

Net increase (decrease) in cash and cash equivalents

98,077

(27,573)

Cash and cash equivalents at beginning of period

191,652

465,984

Cash and cash equivalents at end of period

$

289,729

$

438,411

Supplemental disclosures of cash flow information

Cash payments:

Interest, net

$

16,781

$

17,236

Income tax payments, net

$

9,176

$

(11,694)

The accompanying notes are an integral part of these statements.

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G-III APPAREL GROUP, LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – BASIS OF PRESENTATION

As used in these financial statements, the term “Company” or “G-III” refers to G-III Apparel Group, Ltd. and its subsidiaries. The Company designs, sources and markets an extensive range of apparel, including outerwear, dresses, sportswear, swimwear, women’s suits and women’s performance wear, as well as women’s handbags, footwear, small leather goods, cold weather accessories and luggage. The Company also operates retail stores and licenses its proprietary brands under several product categories.

The Company consolidates the accounts of its wholly-owned and majority-owned subsidiaries. Fabco Holding B.V. (“Fabco”) is a Dutch joint venture limited liability company that is 75% owned by the Company and is treated as a consolidated majority-owned subsidiary. In October 2021, the Company purchased Sonia Rykiel, a wholly-owned operating subsidiary. The results of Sonia Rykiel are included in the Company’s consolidated financial statements beginning in the fourth quarter of fiscal 2022. Karl Lagerfeld Holding B.V. (“KLH”) is a Dutch limited liability company that was 19% owned by the Company through May 30, 2022 and was accounted for during that time using the equity method of accounting. Effective May 31, 2022, the Company acquired the remaining 81% interest in KLH that it did not previously own and, as a result, KLH began being treated as a consolidated wholly-owned subsidiary. KL North America B.V. (“KLNA”) is a Dutch joint venture limited liability company that was 49% owned by the Company and 51% indirectly owned by KLH through May 30, 2022 and was accounted for during that time using the equity method of accounting. Effective May 31, 2022, KLNA became an indirect wholly-owned subsidiary of the Company as a result of the Company’s acquisition of the remaining 81% interest in KLH it did not previously own. All material intercompany balances and transactions have been eliminated. The results of KLH are included in the Company’s consolidated financial statements beginning May 31, 2022.

Vilebrequin International SA (“Vilebrequin”), a Swiss corporation that is wholly-owned by the Company, KLH, Fabco and Sonia Rykiel, report results on a calendar year basis rather than on the January 31 fiscal year basis used by the Company. Accordingly, the results of Vilebrequin, KLH, Fabco and Sonia Rykiel are included in the financial statements for the quarter ended or ending closest to the Company’s fiscal quarter end. For example, with respect to the Company’s results for the three-month period ended April 30, 2023, the results of Vilebrequin, Fabco, KLH and Sonia Rykiel are included for the three-month period ended March 31, 2023. For the year ended December 31, 2022, the results of KLH, which includes KLNA, are included for the period from June 1, 2022 through December 31, 2022. The results of the Company’s previous 49% ownership interest in KLNA and 19% ownership interest in KLH are included for the period from February 1, 2022 through May 30, 2022. The Company’s retail operations segment reports on a 52/53 week fiscal year. The Company’s three-month periods ended April 30, 2023 and 2022 were each 13-week periods for the retail operations segment. For fiscal 2024 and 2023, the three-month periods for the retail operations segment ended on April 29, 2023 and April 30, 2022, respectively.

The results for the three months ended April 30, 2023 are not necessarily indicative of the results expected for the entire fiscal year, given the seasonal nature of the Company’s business. The accompanying financial statements included herein are unaudited. All adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of the financial position, results of operations and cash flows for the interim period presented have been reflected.

The accompanying financial statements should be read in conjunction with the financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2023 filed with the Securities and Exchange Commission (the “SEC”).

Assets and liabilities of the Company’s foreign operations, where the functional currency is not the U.S. dollar (reporting currency), are translated from the foreign currency into U.S. dollars at period-end rates, while income and expenses are translated at the weighted-average exchange rates for the period. The related translation adjustments are reflected as a foreign currency translation adjustment in accumulated other comprehensive loss within stockholders’ equity.

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NOTE 2 – ALLOWANCE FOR DOUBTFUL ACCOUNTS

The Company’s financial instruments consist of trade receivables arising from revenue transactions in the ordinary course of business. The Company considers its trade receivables to consist of two portfolio segments: wholesale and retail trade receivables. Wholesale trade receivables result from credit the Company has extended to its wholesale customers based on pre-defined criteria and are generally due within 30 to 60 days. Retail trade receivables primarily relate to amounts due from third-party credit card processors for the settlement of debit and credit card transactions and are typically collected within 3 to 5 days.

The Company’s accounts receivable and allowance for doubtful accounts as of April 30, 2023, April 30, 2022 and January 31, 2023 were:

April 30, 2023

    

Wholesale

    

Retail

    

Total

(In thousands)

Accounts receivable, gross

$

512,315

$

1,118

$

513,433

Allowance for doubtful accounts

(18,769)

(63)

(18,832)

Accounts receivable, net

$

493,546

$

1,055

$

494,601

April 30, 2022

Wholesale

    

Retail

    

Total

(In thousands)

Accounts receivable, gross

$

589,233

$

1,319

$

590,552

Allowance for doubtful accounts

(16,858)

(81)

(16,939)

Accounts receivable, net

$

572,375

$

1,238

$

573,613

January 31, 2023

Wholesale

    

Retail

    

Total

(In thousands)

Accounts receivable, gross

$

692,033

$

1,227

$

693,260

Allowance for doubtful accounts

(18,237)

(60)

(18,297)

Accounts receivable, net

$

673,796

$

1,167

$

674,963

The allowance for doubtful accounts for wholesale trade receivables is estimated based on several factors. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations (such as in the case of bankruptcy filings (including potential bankruptcy filings), extensive delay in payment or substantial downgrading by credit rating agencies), a specific reserve for bad debt is recorded against amounts due from that customer to reduce the net recognized receivable to the amount reasonably expected to be collected. For all other wholesale customers, an allowance for doubtful accounts is determined through analysis of the aging of accounts receivable at the end of the reporting period for financial statements, assessments of collectability based on historical trends and an evaluation of the impact of economic conditions. The Company considers both current and forecasted future economic conditions in determining the adequacy of its allowance for doubtful accounts.

The allowance for doubtful accounts for retail trade receivables is estimated at the credit card chargeback rate applied to the previous 90 days of credit card sales. In addition, the Company considers both current and forecasted future economic conditions in determining the adequacy of its allowance for doubtful accounts.

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The Company had the following activity in its allowance for credit losses:

    

Wholesale

    

Retail

    

Total

(In thousands)

Balance as of January 31, 2023

$

(18,237)

$

(60)

$

(18,297)

Provision for credit losses, net

(532)

(3)

(535)

Accounts written off as uncollectible

Balance as of April 30, 2023

$

(18,769)

$

(63)

$

(18,832)

Balance as of January 31, 2022

$

(17,307)

$

(84)

$

(17,391)

Provision for credit losses, net

411

3

414

Accounts written off as uncollectible

38

38

Balance as of April 30, 2022

$

(16,858)

$

(81)

$

(16,939)

Balance as of January 31, 2022

$

(17,307)

$

(84)

$

(17,391)

Provision for credit losses, net

(1,002)

24

(978)

Accounts written off as uncollectible

72

72

Balance as of January 31, 2023

$

(18,237)

$

(60)

$

(18,297)

NOTE 3 – INVENTORIES

Wholesale inventories, which comprise a significant portion of the Company’s inventory, are stated at the lower of cost (determined by the first-in, first-out method) or net realizable value. Retail and Vilebrequin inventories are stated at the lower of cost (determined by the weighted average method) or net realizable value. Substantially all of the Company’s inventories consist of finished goods.

The inventory return asset, which consists of the amount of goods that are anticipated to be returned by customers, was $12.9 million, $16.4 million and $19.2 million as of April 30, 2023, April 30, 2022 and January 31, 2023, respectively. The inventory return asset is recorded within prepaid expenses and other current assets on the condensed consolidated balance sheets.

Inventory held on consignment by the Company’s customers totaled $7.6 million, $5.9 million and $6.6 million at April 30, 2023, April 30, 2022 and January 31, 2023, respectively. Consignment inventory is held by the Company’s customers. The Company reflects this inventory on its condensed consolidated balance sheets.

NOTE 4 – FAIR VALUE OF FINANCIAL INSTRUMENTS

Generally Accepted Accounting Principles establish a three-level valuation hierarchy for disclosure of fair value measurements. The determination of the applicable level within the hierarchy for a particular asset or liability depends on the inputs used in its valuation as of the measurement date, notably the extent to which the inputs are market-based (observable) or internally-derived (unobservable). A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows:

Level 1 — inputs to the valuation methodology based on quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 — inputs to the valuation methodology based on quoted prices for similar assets or liabilities in active markets for substantially the full term of the financial instrument; quoted prices for identical or similar instruments in markets that are not active for substantially the full term of the financial instrument; and model-derived valuations whose inputs or significant value drivers are observable.

Level 3 — inputs to the valuation methodology based on unobservable prices or valuation techniques that are significant to the fair value measurement.

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The following table summarizes the carrying values and the estimated fair values of the Company’s debt instruments:

Carrying Value

Fair Value

    

April 30,

April 30,

January 31,

    

April 30,

April 30,

January 31,

Financial Instrument

Level

2023

2022

2023

2023

2022

2023

(In thousands)

Secured Notes

1

$

400,000

$

400,000

$

400,000

$

376,000

$

416,000

$

380,000

Revolving credit facility

2

80,087

80,087

Note issued to LVMH

3

123,019

115,926

121,202

121,476

112,306

119,426

Unsecured loans

2

11,212

7,845

10,866

11,212

7,845

10,866

Overdraft facilities

2

4,132

3,131

3,657

4,132

3,131

3,657

Foreign credit facility

2

8,462

7,792

8,462

7,792

The Company’s debt instruments are recorded at their carrying values in its condensed consolidated balance sheets, which may differ from their respective fair values. The fair value of the Company’s secured notes is based on their current market price as of April 30, 2023. The carrying amount of the Company’s variable rate debt approximates the fair value, as interest rates change with the market rates. Furthermore, the carrying value of all other financial instruments potentially subject to valuation risk (principally consisting of cash, accounts receivable and accounts payable) also approximates fair value due to the short-term nature of these accounts.

The 2% note in the principal amount of $125 million (the “LVMH Note”) issued to LVMH Moet Hennessy Louis Vuitton Inc. (“LVMH”) in connection with the acquisition of DKNY and Donna Karan was recorded on the balance sheet at a discount of $40.0 million in accordance with ASC 820 – Fair Value Measurements. For purposes of this fair value disclosure, the Company based its fair value estimate for the LVMH Note on the initial fair value as determined at the date of the acquisition of DKNY and Donna Karan and records the amortization using the effective interest method over the term of the LVMH Note.

The fair value of the LVMH Note was considered a Level 3 valuation in the fair value hierarchy.

Non-Financial Assets and Liabilities

The Company’s non-financial assets that are measured at fair value on a nonrecurring basis include long-lived assets, which consist primarily of property and equipment and operating lease assets. The Company reviews these assets for impairment whenever events or changes in circumstances indicate that their carrying value may not be fully recoverable. For assets that are not recoverable, an impairment loss is recognized equal to the difference between the carrying amount of the asset or asset group and its estimated fair value. For operating lease assets, the Company determines the fair value of the assets by discounting the estimated market rental rates over the remaining term of the lease. These fair value measurements are considered level 3 measurements in the fair value hierarchy. During fiscal 2023, the Company recorded a $2.7 million impairment charge related to leasehold improvements, furniture and fixtures and operating lease assets at certain DKNY, Karl Lagerfeld Paris and Vilebrequin stores as a result of the performance of these stores.

NOTE 5 – LEASES

The Company leases retail stores, warehouses, distribution centers, office space and certain equipment. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the lease term.

Most leases are for a term of one to ten years.  Some leases include one or more options to renew, with renewal terms that can extend the lease term from one to ten years.  Several of the Company’s retail store leases include an option to terminate the lease based on failure to achieve a specified sales volume. The exercise of lease renewal options is generally at the Company’s sole discretion. The exercise of lease termination options is generally by mutual agreement between the Company and the lessor.

Certain of the Company’s lease agreements include rental payments based on a percentage of retail sales over contractual levels and others include rental payments adjusted periodically for inflation. The Company’s leases do not contain any material residual value guarantees or material restrictive covenants.

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The Company’s lease assets and liabilities as of April 30, 2023, April 30, 2022 and January 31, 2023 consist of the following:

Leases

Classification

April 30, 2023

April 30, 2022

January 31, 2023

(In thousands)

Assets

Operating

Operating lease assets

$

237,056

$

164,607

$

239,665

Liabilities

Current operating

Current operating lease liabilities

$

51,024

$

41,112

$

52,917

Noncurrent operating

Noncurrent operating lease liabilities

202,406

139,686

204,974

Total lease liabilities

$

253,430

$

180,798

$

257,891

The Company’s operating lease assets and operating lease liabilities increased during fiscal 2023 primarily due to the acquisition of KLH. The Company recorded lease costs of $18.6 million and $14.1 million during the three months ended April 30, 2023 and 2022, respectively. Lease costs are recorded within selling, general and administrative expenses in the Company’s condensed consolidated statements of operations and comprehensive income. The Company recorded variable lease costs and short-term lease costs of $5.9 million and $5.1 million for the three months ended April 30, 2023 and 2022, respectively. Short-term lease costs are immaterial.

As of April 30, 2023, the Company’s maturity of operating lease liabilities in the years ending up to January 31, 2028 and thereafter are as follows:

Year Ending January 31,

Amount

(In thousands)

2024

$

51,368

2025

67,036

2026

56,130

2027

45,065

2028

36,772

After 2028

57,057

Total lease payments

$

313,428

Less: Interest

59,998

Present value of lease liabilities

$

253,430

As of April 30, 2023, there are no material leases that are legally binding but have not yet commenced.

As of April 30, 2023, the weighted average remaining lease term related to operating leases is 5.4 years. The weighted average discount rate related to operating leases is 8.0%.

Cash paid for amounts included in the measurement of operating lease liabilities is $21.2 million and $15.0 million during the three months ended April 30, 2023 and 2022, respectively. Right-of-use assets obtained in exchange for lease obligations were $10.5 million and $8.6 million during the three months ended April 30, 2023 and 2022, respectively.

NOTE 6 – KARL LAGERFELD ACQUISITION

On April 29, 2022, the Company entered into a share purchase agreement (the “Purchase Agreement”) with a group of investors pursuant to which the Company agreed to acquire, on the terms set forth and subject to the conditions set forth in the Purchase Agreement, the remaining 81% interest in KLH that it did not already own, for an aggregate consideration

of €193.4 million (approximately $207.6 million) in cash, after taking into account certain adjustments. The acquisition closed on May 31, 2022. The Company funded the purchase price from cash on hand.

On May 31, 2022, the effective date of the acquisition, the Company’s previously held 19% investment in KLH and 49% investment in KLNA were remeasured at fair value using a market approach based on the purchase price of the acquisition

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and a discount for lack of control related to the Company’s previously held minority investment in KLH. As a result of this remeasurement, a non-cash gain of $27.1 million was recorded as of the effective date of the acquisition.

The addition of KLH to the Company’s portfolio of owned brands advances several of its strategic initiatives, including increasing its direct ownership of brands and their licensing opportunities and further diversifying its global presence. This acquisition offers additional opportunities to expand the Company’s international growth by further developing its European-based brands, which also include Vilebrequin and Sonia Rykiel. The Company believes that KLH’s existing digital channel presence provides an opportunity for the Company to enhance its omni-channel business and further accelerate its digital initiatives.

Purchase Price Consideration

The purchase price of $207.6 million, after taking into account certain adjustments, was paid from cash on hand. The purchase price has been revised to include adjustments in accordance with the Purchase Agreement.

The initial purchase price and the valuation of the prior minority ownership for the acquisition of KLH is as follows (in thousands):

Cash disbursed for the acquisition of KLH

$

168,592

Plus: cash acquired

38,499

Plus: aggregate adjustments to purchase price

516

Initial purchase price

207,607

Plus: fair value of prior minority ownership

102,858

Total consideration

$

310,465

Allocation of the Purchase Price Consideration

The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition:

(In thousands)

Cash and cash equivalents

$

38,499

Accounts receivable, net

28,449

Inventories

33,489

Prepaid income taxes

1,100

Prepaid expenses and other current assets

3,347

Property, plant and equipment, net

11,545

Operating lease assets

55,753

Goodwill

84,336

Trademarks

178,823

Customer relationships

4,294

Deferred income taxes

5,131

Other long-term assets

2,237

Total assets acquired

$

447,003

Notes payable

3,606

Accounts payable

9,175

Accrued expenses

15,261

Operating lease liabilities

58,942

Income taxes payable

2,099

Deferred income taxes

42,222

Other long-term liabilities

5,233

Total liabilities assumed

$

136,538

Total fair value of acquisition consideration

$

310,465

During the year ended January 31, 2023, the Company recorded adjustments to the fair values of assets acquired and liabilities assumed at the date of acquisition based on additional information obtained. The Company recorded an

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additional $36.9 million in both total assets and total liabilities, primarily related to goodwill, deferred tax assets and liabilities, operating lease assets, inventories, accounts receivable, net, accounts payable, customer relationships and operating lease liabilities.

The Company recognized goodwill of approximately $84.3 million in connection with the acquisition of KLH. The goodwill was assigned to the Company’s wholesale operations reporting unit. The Company intends to make an election under Internal Revenue Code Section 338(g) to amortize the total goodwill and intangible assets over a 15 year period for income tax purposes in the United States.

The fair values assigned to identifiable intangible assets acquired were based on assumptions and estimates made by management using unobservable inputs reflecting the Company’s own assumptions about the inputs that market participants would use in pricing the asset or liability based on the best information available. The fair values of the trademarks were determined using the relief from royalty method and the fair value of the customer relationships were determined using an income approach. The Company classifies these intangibles as Level 3 fair value measurements. Identifiable intangible assets acquired include the following (in thousands):

Weighted Average

Fair Value

Amortization Period

Trademarks

$

178,823

Customer relationships

4,294

8

$

183,117

The Company recognized approximately $5.6 million of acquisition related costs that were expensed in fiscal 2023 and fiscal 2022. The fiscal 2023 and fiscal 2022 acquisition and integration costs were recorded within selling, general and administrative expenses in the Company’s condensed consolidated statements of operations and comprehensive income for the fiscal years ended January 31, 2023 and 2022, respectively.

The estimates of fair value of assets acquired and liabilities assumed are preliminary and subject to change based on completion of certain working capital adjustments and the tax implications of the Company’s purchase price allocation. The purchase price allocation for acquired companies can be modified for up to one year from the date of acquisition.

NOTE 7 – 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 unvested restricted stock unit awards outstanding during the period. Approximately 302,200 and 113,300 shares of common stock have been excluded from the diluted net income per share calculation for the three months ended April 30, 2023 and 2022, respectively. All share-based payments outstanding that vest based on the achievement of performance conditions, and for which the respective performance conditions have not been achieved, have been excluded from the diluted per share calculation.

The following table reconciles the numerators and denominators used in the calculation of basic and diluted net income per share:

Three Months Ended April 30,

    

2023

    

2022

(In thousands, except share and per share amounts)

Net income attributable to G-III Apparel Group, Ltd.

$

3,236

$

30,634

Basic net income per share:

Basic common shares

46,286

48,016

Basic net income per share

$

0.07

$

0.64

Diluted net income per share:

Basic common shares

46,286

48,016

Dilutive restricted stock unit awards and stock options

1,156

1,092

Diluted common shares

47,442

49,108

Diluted net income per share

$

0.07

$

0.62

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NOTE 8 – NOTES PAYABLE

Long-term debt consists of the following:

    

April 30, 2023

    

April 30, 2022

    

January 31, 2023

(In thousands)

Secured Notes

$

400,000

$

400,000

$

400,000

Revolving credit facility

80,087

LVMH Note

125,000

125,000

125,000

Unsecured loans

11,212

7,845

10,866

Overdraft facilities

4,132

3,131