G III APPAREL GROUP LTD /DE/ 10-K

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER REPURCHASES OF EQUITY SECURITIES. ​ Market For Common Stock ​ The Nasdaq Global Select Market is the principal United States trading market for our common stock. Our common stock is traded under the symbol “GIII”. ​ On March 22, 2021, there were 19 holders of record and, we believe, approximately 21,800 beneficial owners of our common stock. ​ Dividend Policy ​ Our Board of Directors (the “Board”) currently intends to follow a policy of retaining any earnings to finance the growth and development of our business and does not anticipate paying cash dividends in the foreseeable future. Any future determination as to the payment of cash dividends will be dependent upon our financial condition, results of operations and other factors deemed relevant by the Board. ​ Issuer Purchases of Equity Securities ​ The following table sets forth the repurchases of shares of our common stock during the fourth quarter of fiscal 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Date Purchased ​ Total Number of Shares Purchased (1) ​ Average Price Paid Per Share (1) ​ Total Number of Share Purchased as Part of Publicly Announced Program (2) ​ Maximum Number of Shares that may yet be Purchased Under the Program (2) November 1 - November 30, 2020 ​ — ​ $ — ​ — ​ $ 2,949,362 December 1 - December 31, 2020 ​ — ​ ​ — ​ — ​ ​ 2,949,362 January 1 - January 31, 2021 ​ 255 ​ ​ 26.96 ​ — ​ ​ 2,949,362 ​ ​ 255 ​ $ 26.96 ​ — ​ $ 2,949,362 (1) Included in this table are 255 shares withheld during January 2021 in connection with the settlement of vested restricted stock units to satisfy tax withholding requirements. Our 2015 Long-Term Incentive Plan provides that shares withheld are valued at the closing price per share on the date withheld. (2) In December 2015, our Board of Directors reapproved and increased a previously authorized share repurchase program from the 3,750,000 shares remaining under that plan to 5,000,000 shares. This program has no expiration date. Repurchases under the program may be made from time to time over the period through open market purchases, accelerated share repurchase programs, privately negotiated transactions or other methods, as we deem appropriate. ​ ​ ​ 42 Table of Contents Performance Graph ​ The following Performance Graph and related information shall not be deemed to be “soliciting material” or “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, except to the extent that we specifically request that it be treated as soliciting material or incorporate it by reference into such filing. ​ The SEC requires us to present a chart comparing the cumulative total stockholder return on our Common Stock with the cumulative total stockholder return of  (i) a broad equity market index and (ii) a published industry index or peer group. This chart compares the Common Stock with (i) the S&P 500 Composite Index and (ii) the S&P 500 Textiles, Apparel and Luxury Goods Index, and assumes an investment of $100 on January 31, 2016 in each of the Common Stock, the stocks comprising the S&P 500 Composite Index and the stocks comprising the S&P 500 Textiles, Apparel and Luxury Goods Index. ​ G-III Apparel Group, Ltd. Comparison of Cumulative Total Return (January 31, 2016 — January 31, 2021) ​ ​ ​ ​ ​ ​ 43 Table of Contents ​ ITEM 6. SELECTED FINANCIAL DATA. ​ The selected consolidated financial data set forth below as of and for the years ended January 31, 2021, 2020, 2019, 2018 and 2017, have been derived from our audited consolidated financial statements. Our audited consolidated balance sheets as of January 31, 2019, 2018 and 2017, and our audited consolidated statements of income for the years ended January 31, 2018 and 2017 are not included in this filing. The selected consolidated financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (Item 7 of this Report) and the audited consolidated financial statements and related notes thereto included elsewhere in this Annual Report on Form 10-K. ​ We consolidate the accounts of all of our wholly-owned subsidiaries. Fabco Holding B.V. (“Fabco”) is a Dutch joint venture limited liability company that was 49% owned by us through November 30, 2020. Effective December 1, 2020, we increased our ownership interest in Fabco to 75%. As a result, Fabco is now treated as a consolidated majority-owned subsidiary. KL North America B.V. (“KLNA”) is a Dutch joint venture limited liability that is 49% owned by us. KLNA operates the Karl Lagerfeld business in the United States, Mexico and Canada and Fabco operates the DKNY/Donna Karan business in China through its subsidiary. Karl Lagerfeld Holding B.V. (“KLH”) is a Dutch limited liability company that is 19% owned by us. KLH holds the worldwide rights to the Karl Lagerfeld brand. We account for these two investments using the equity method of accounting. Our Vilebrequin subsidiary, KLNA, KLH and Fabco report results on a calendar year basis rather than on the January 31 fiscal year basis used by G-III. Accordingly, the results of Vilebrequin, KLNA, KLH and Fabco are and will be included in our financial statements for the year ended or ending closest to G-III’s fiscal year. For example, for G-III’s fiscal year ended January 31, 2021, the results of Vilebrequin, KLNA, KLH and Fabco are included for the year ended December 31, 2020. The Company’s retail stores report results on a 52/53-week fiscal year for the retail operations segment. The Company’s year ended January 31, 2018 was a 53-week fiscal year for the retail operations segment. All other years presented were a 52-week fiscal year for the retail operations segment. ​ The operating results of DKI have been included in our financial statements since December 1, 2016, the date of acquisition. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated Income Statement Data ​ ​ Year Ended January 31, ​ 2021 2020 2019 2018 2017 ​ ​ (In thousands, except per share data) Net sales ​ $ 2,055,146 ​ $ 3,160,464 ​ $ 3,076,208 ​ $ 2,806,938 ​ $ 2,386,435 Cost of goods sold ​ ​ 1,310,704 ​ ​ 2,042,524 ​ ​ 1,969,099 ​ ​ 1,752,199 ​ ​ 1,545,107 Gross profit ​ ​ 744,442 ​ ​ 1,117,940 ​ ​ 1,107,109 ​ ​ 1,054,739 ​ ​ 841,328 Selling, general and administrative expenses ​ ​ 605,102 ​ ​ 832,180 ​ ​ 834,763 ​ ​ 855,247 ​ ​ 704,436 Depreciation and amortization ​ ​ 38,625 ​ ​ 38,735 ​ ​ 38,819 ​ ​ 37,783 ​ ​ 32,481 Asset impairment, net of gain on lease terminations ​ ​ 17,873 ​ ​ 19,371 ​ ​ 2,813 ​ ​ 7,884 ​ ​ 10,480 Operating profit ​ ​ 82,842 ​ ​ 227,654 ​ ​ 230,714 ​ ​ 153,825 ​ ​ 93,931 Other income (loss) ​ ​ 3,238 ​ ​ (1,149) ​ ​ (2,960) ​ ​ (1,413) ​ ​ (580) Interest and financing charges, net ​ ​ (50,354) ​ ​ (44,407) ​ ​ (43,924) ​ ​ (42,363) ​ ​ (15,589) Income before income taxes ​ ​ 35,726 ​ ​ 182,098 ​ ​ 183,830 ​ ​ 110,049 ​ ​ 77,762 Income tax expense ​ ​ 12,203 ​ ​ 38,261 ​ ​ 45,763 ​ ​ 47,925 ​ ​ 25,824 Net income ​ ​ 23,523 ​ ​ 143,837 ​ ​ 138,067 ​ ​ 62,124 ​ ​ 51,938 Less: Loss attributable to noncontrolling interests ​ ​ (22) ​ ​ — ​ ​ — ​ ​ — ​ ​ — Net income attributable to G-III Apparel Group, Ltd. ​ $ 23,545 ​ $ 143,837 ​ $ 138,067 ​ $ 62,124 ​ $ 51,938 Basic earnings per share attributable to G-III Apparel Group, Ltd. ​ $ 0.49 ​ $ 2.98 ​ $ 2.81 ​ $ 1.27 ​ $ 1.12 Weighted average shares outstanding - basic ​ ​ 48,242 ​ ​ 48,209 ​ ​ 49,140 ​ ​ 48,820 ​ ​ 46,308 Diluted earnings per share attributable to G-III Apparel Group, Ltd. ​ $ 0.48 ​ $ 2.94 ​ $ 2.75 ​ $ 1.25 ​ $ 1.10 Weighted average shares outstanding - diluted ​ ​ 48,781 ​ ​ 48,895 ​ ​ 50,274 ​ ​ 49,750 ​ ​ 47,394 ​ ​ ​ 44 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated Balance Sheet Data ​ ​ Year Ended January 31, ​ 2021 2020 2019 2018 2017 ​ ​ (In thousands) Working capital ​ $ 942,038 ​ $ 754,728 ​ $ 673,107 ​ $ 612,434 ​ $ 567,519 Total assets ​ ​ 2,436,386 ​ ​ 2,565,137 ​ ​ 2,208,058 ​ ​ 1,915,177 ​ ​ 1,851,944 Short-term debt ​ ​ 4,402 ​ ​ 673 ​ ​ — ​ ​ — ​ ​ — Long-term debt ​ ​ 507,950 ​ ​ 396,794 ​ ​ 386,604 ​ ​ 391,044 ​ ​ 461,756 Total stockholders' equity ​ ​ 1,336,241 ​ ​ 1,290,672 ​ ​ 1,189,009 ​ ​ 1,120,689 ​ ​ 1,021,236 ​ ​