þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended January 31, 2009 | ||
OR
|
||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
Delaware | 41-1590959 | |
(State or other jurisdiction
of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
|
512 Seventh Avenue, New York, New York | 10018 | |
(Address of principal executive offices) | (Zip Code) |
Title of Class
|
Name of Exchange on Which Registered
|
|
Common Stock, $0.01 par value | Nasdaq Global Select Market |
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o |
ITEM 1. | BUSINESS. |
2
3
Womens
|
Mens
|
Sports
|
||
Licensed Brands
|
||||
Calvin Klein
|
Calvin Klein | National Football League | ||
ck Calvin Klein
|
ck Calvin Klein | Major League Baseball | ||
Kenneth Cole NY
|
Kenneth Cole NY | National Basketball Association | ||
Reaction Kenneth Cole
|
Reaction Kenneth Cole | National Hockey League | ||
Sean John
|
Sean John | Touch by Alyssa Milano | ||
Cole Haan
|
Cole Haan | Collegiate Licensing Company | ||
Guess
|
Guess | Major League Soccer | ||
Guess?
|
Guess? | |||
House of Deréon
|
Tommy Hilfiger | |||
Jones New York
|
||||
Jessica Simpson
|
||||
Nine West
|
||||
Ellen Tracy
|
||||
Company Ellen Tracy
|
||||
Levis
|
Levis | |||
Dockers
|
Dockers | |||
Proprietary Brands
|
||||
Andrew Marc
|
Andrew Marc | G-III Sports by Carl Banks | ||
Marc New York
|
Marc New York | |||
G-III
|
G-III | |||
Black Rivet
|
Black Rivet | |||
Winlit
|
Winlit | |||
Marvin Richards
|
||||
Siena Studio
|
||||
Jessica Howard
|
||||
Eliza J
|
||||
Industrial Cotton
|
||||
Tannery West
|
Tannery West |
4
| We have continually expanded our relationship with Calvin Klein, which initially consisted of licenses for mens and womens outerwear. Since August 2005, we have added licenses for womens suits, dresses and womens performance wear. Most recently, in August 2008, we added a license with Calvin Klein for womens better sportswear. | |
| Our acquisition of Andrew Marc in February 2008 added a strong proprietary brand to our portfolio. In addition to mens and womens outerwear, Andrew Marc sells handbags. We believe the Andrew Marc brand can be leveraged into a variety of new categories to become a meaningful lifestyle brand. During the past year, we entered into agreements to license the Andrew Marc and Marc New York brands for womens footwear and mens accessories. | |
| Our acquisition of the Wilsons retail outlet business in July 2008 added a vertical retail component to our business. These outlet stores have provided an additional distribution network for our outerwear products. |
5
6
Date Current
|
Date Potential Renewal
|
|||
License
|
Term Ends
|
Term Ends
|
||
Fashion Licenses
|
||||
Calvin Klein (Mens outerwear)
|
December 31, 2010 | December 31, 2015 | ||
Calvin Klein (Womens outerwear)
|
December 31, 2013 | None | ||
Calvin Klein (Womens dresses)
|
December 31, 2011 | December 31, 2016 | ||
Calvin Klein (Womens suits)
|
December 31, 2011 | None | ||
Calvin Klein (Womens performance wear)
|
December 31, 2012 | December 31, 2017 | ||
Calvin Klein (Womens better sportswear)
|
December 31, 2012 | December 31, 2017 | ||
Cole Haan (Mens and womens outerwear)
|
January 31, 2010 | January 31, 2012 | ||
Ellen Tracy/Company Ellen Tracy (Womens outerwear, dresses
and suits)
|
December 31, 2010 | December 31, 2012 | ||
Guess/Guess? (Mens and womens outerwear)
|
December 31, 2009 | None | ||
Jessica Simpson (Womens dresses)
|
January 31, 2013 | January 31, 2017 | ||
Jones New York (Womens outerwear)
|
January 31, 2012 | None | ||
Kenneth Cole NY/Reaction Kenneth Cole (Mens and
womens outerwear)
|
December 31, 2012 | December 31, 2015 | ||
Nine West (Womens outerwear)
|
January 31, 2011 | None | ||
Sean John (Mens outerwear)
|
January 31, 2010 | None | ||
Sean John (Womens outerwear)
|
December 31, 2010 | December 31, 2023 | ||
Tommy Hilfiger (Mens outerwear)
|
September 30, 2009 | None | ||
Levis (Mens and womens outerwear)
|
December 31, 2010 | December 31, 2013 | ||
Dockers (Mens and womens outerwear)
|
December 31, 2010 | December 31, 2013 | ||
Sports Licenses
|
||||
Collegiate Licensing Company
|
March 31, 2010 | None | ||
Major League Baseball
|
October 31, 2010 | None | ||
National Basketball Association
|
September 30, 2009 | None | ||
National Football League
|
March 31, 2010 | None |
7
8
9
10
11
Name
|
Age
|
Position
|
||||
Morris Goldfarb
|
58 | Chairman of the Board, Chief Executive Officer, Director | ||||
Sammy Aaron
|
49 | Vice Chairman, President Marvin Richards Division, Director | ||||
Jeanette Nostra
|
57 | President | ||||
Wayne S. Miller
|
51 | Chief Operating Officer and Secretary | ||||
Neal S. Nackman
|
49 | Chief Financial Officer and Treasurer | ||||
Deborah Gaertner
|
54 | Group President G-III Womens Leather Fashions |
12
ITEM 1A.
RISK
FACTORS.
13
14
15
the location of the outlet mall or the location of a particular
store within the mall;
the other tenants occupying space at the outlet mall;
increased competition in areas where the outlet malls are
located;
a continued downturn in the economy generally or in a particular
area where an outlet mall is located; and
the amount of advertising and promotional dollars spent on
attracting consumers to the outlet malls.
increased operational efficiencies of competitors;
competitive pricing strategies, including deep discount pricing
by a broad range of retailers during periods of poor consumer
confidence or economic instability, such as the deep discounts
offered during the 2008 holiday season and thereafter;
expansion of product offerings by existing competitors;
entry by new competitors into markets in which we operate retail
stores; and
adoption by existing competitors of innovative retail sales
methods.
16
substantial cash expenditures;
potentially dilutive issuances of equity securities;
the incurrence of debt and contingent liabilities;
a decrease in our profit margins;
amortization of intangibles and potential impairment of goodwill;
reduction of management attention to other parts of our business;
failure to generate expected financial results or reach business
goals; and
increased expenditures on human resources and related costs.
17
18
19
fluctuations in our quarterly revenues or those of our
competitors as a result of seasonality or other factors;
a shortfall in revenues or net income from that expected by
securities analysts and investors;
changes in securities analysts estimates of our financial
performance or the financial performance of our competitors or
companies in our industry generally;
announcements concerning our competitors;
changes in product pricing policies by our competitors or our
customers;
general conditions in our industry; and
general conditions in the securities markets, such as the recent
broad decline in stock prices.
20
21
ITEM 1B. | UNRESOLVED STAFF COMMENTS. |
ITEM 2. | PROPERTIES. |
Number of
|
||||
Fiscal Year Ending
|
Stores | |||
2010
|
13 | |||
2011
|
28 | |||
2012
|
39 | |||
2013 and thereafter
|
41 | |||
Total
|
121 | |||
22
ITEM 3. | LEGAL PROCEEDINGS. |
ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
ITEM 5. |
MARKET
FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
|
High Prices | Low Prices | |||||||
Fiscal 2008
|
||||||||
Fiscal Quarter ended April 30, 2007
|
$ | 26.74 | $ | 17.17 | ||||
Fiscal Quarter ended July 31, 2007
|
$ | 22.00 | $ | 15.13 | ||||
Fiscal Quarter ended October 31, 2007
|
$ | 21.00 | $ | 13.30 | ||||
Fiscal Quarter ended January 31, 2008
|
$ | 17.28 | $ | 11.02 | ||||
Fiscal 2009
|
||||||||
Fiscal Quarter ended April 30, 2008
|
$ | 15.48 | $ | 10.73 | ||||
Fiscal Quarter ended July 31, 2008
|
$ | 18.05 | $ | 11.62 | ||||
Fiscal Quarter ended October 31, 2008
|
$ | 20.58 | $ | 11.36 | ||||
Fiscal Quarter ended January 31, 2009
|
$ | 14.28 | $ | 4.77 | ||||
Fiscal 2010
|
||||||||
Fiscal Quarter ending April 30, 2009 (through
April 14, 2009)
|
$ | 6.91 | $ | 3.24 |
23
24
25
ITEM 6.
SELECTED
FINANCIAL DATA.
Year Ended January 31,
2005
2006
2007
2008
2009
(In thousands, except per share data)
$
214,278
$
324,072
$
427,017
$
518,868
$
711,146
161,534
239,226
311,470
379,417
510,455
52,744
84,846
115,547
139,451
200,691
47,452
64,763
83,258
101,669
164,098
31,202
2,321
1,344
3,125
4,431
5,427
6,947
882
3,066
16,958
27,858
32,355
(3,877
)
1,086
4,349
6,362
3,158
5,564
1,980
12,609
21,496
29,197
(9,441
)
1,277
5,517
8,307
11,707
4,588
$
703
$
7,092
$
13,189
$
17,490
$
(14,029
)
$
0.07
$
0.62
$
1.00
$
1.09
$
(0.85
)
10,773
11,509
13,199
16,119
16,536
$
0.06
$
0.58
$
0.94
$
1.05
$
(0.85
)
11,292
12,236
13,982
16,670
16,536
As of January 31,
2005
2006
2007
2008
2009
$
59,868
$
61,197
$
81,858
$
120,414
$
99,582
80,595
138,317
175,141
237,698
282,324
972
7,578
11,130
13,060
29,048
510
21,750
13,143
66,930
82,011
115,642
173,874
162,229
26
43
44
ITEM 7.
MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION.
27
Improve the merchandise mix of outerwear at our stores;
Emphasize presentation of product in our stores and training of
our sales associates;
Incorporate an improved mix of private label and branded
accessories; and
Reduce overhead costs at the distribution center for our retail
operations by reducing our leased space by one-half at that
distribution center.
28
29
30
31
2007
2008
2009
100.0
%
100.0
%
100.0
%
72.9
73.1
71.8
27.1
26.9
28.2
19.5
19.6
23.1
4.4
0.3
1.0
1.1
1.0
6.6
6.2
(0.6
)
1.5
0.6
0.8
5.1
5.6
(1.4
)
2.0
2.3
0.6
3.1
%
3.3
%
(2.0
)%
32
33
34
35
36
37
Payments Due by Period
Less than 1
1-3
3-5
More than
Total
Year
Years
Years
5 Years
$
29,048
$
29,048
72,983
19,265
$
37,169
$
11,930
$
4,619
117,428
35,132
78,446
3,850
8,070
8,070
$
227,529
$
91,515
$
115,615
$
15,780
$
4,619
(1)
Includes obligations to pay minimum scheduled royalty,
advertising and other required payments under various license
agreements.
38
(2)
Includes outstanding trade letters of credit, which represent
inventory purchase commitments, which typically mature in less
than six months.
ITEM 7A.
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
ITEM 8.
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA.
ITEM 9.
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
ITEM 9A.
CONTROLS
AND PROCEDURES.
39
ITEM 9B.
OTHER
INFORMATION.
40
ITEM 10.
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
ITEM 11.
EXECUTIVE
COMPENSATION.
ITEM 12.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
Weighted Average
Number of Securities Remaining
Number of Securities to
Exercise Price of
Available for Future Issuance
be Issued Upon Exercise
Outstanding
Under Equity Compensation
of Outstanding Options,
Options, Warrants
Plans (Excluding Securities
Warrants and Rights
and Rights
Reflected in Column (a)
1,003,750
$
10.33
(2)
280,151
N/A
N/A
N/A
1,003,750
$
10.33
(2)
280,151
(1)
The number of shares of Common Stock available for issuance
under our 2005 Stock Incentive Plan (the Plan) is
subject to an automatic annual increase on each January 31
during the term of the Plan equal to six
41
percent (6%) of the total number of issued and outstanding
shares of Common Stock on each such date (excluding any shares
held in treasury).
(2)
Exercise price has been adjusted to give retroactive effect to a
three-for-two split of our Common Stock effected on
March 28, 2006.
ITEM 13.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
ITEM 14.
PRINCIPAL
ACCOUNTING FEES AND SERVICES.
ITEM 15.
EXHIBITS AND
FINANCIAL STATEMENT SCHEDULES.
3
.1
Certificate of Incorporation.(1)
3
.1(a)
Certificate of Amendment of Certificate of Incorporation, dated
June 8, 2006.(2)
3
.2
By-Laws, as amended, of G-III Apparel Group, Ltd.
(G-III)(18)
4
.1
Securities Purchase Agreement, dated July 13, 2006, by and
among G-III, Prentice Capital Partners, LP, Prentice Capital
Partners QP, LP, Prentice Capital Offshore, Ltd., GPC XLIII,
LLC, PEC I, LLC and S.A.C. Capital Associates, LLC.(4 )
4
.2
Registration Rights Agreement, dated July 13, 2006, by and
among G-III, Prentice Capital Partners, LP, Prentice Capital
Partners QP, LP, Prentice Capital Offshore, Ltd., GPC XLIII,
LLC, PEC I, LLC and S.A.C. Capital Associates, LLC.(4)
4
.3
Form of Warrant.(4)
10
.1
Employment Agreement, dated February 1, 1994, between G-III
and Morris Goldfarb.(5)
10
.1(a)
Amendment, dated October 1, 1999, to the Employment
Agreement, dated February 1, 1994, between G-III and Morris
Goldfarb.(5)
10
.1(b)
Amendment, dated January 28, 2009, to Employment Agreement,
dated February 1, 1994, between
G-III
and
Morris Goldfarb.(23)
10
.2
Amended and Restated Financing Agreement, dated as of
April 3, 2008 (Financing Agreement), by and
among The CIT Group/Commercial Services, Inc., as Agent, the
Lenders that are parties thereto,
G-III
Leather Fashions, Inc., J. Percy For Marvin Richards, Ltd., CK
Outerwear, LLC, A. Marc & Co., Inc. and Andrew and
Suzanne Company Inc.(3)
10
.2(a)
Joinder and Amendment No. 1, dated July 21, 2008, to
Financing Agreement.
10
.3
Lease, dated September 21, 1993, between Hartz Mountain
Associates and G-III.(5)
42
10
.3(a)
Lease renewal, dated May 27, 1999, between Hartz Mountain
Associates and G-III.(5)
10
.3(b)
Lease modification agreement, dated March 10, 2004, between
Hartz Mountain Associates and
G-III.(10)
10
.3(c)
Lease modification agreement, dated February 23, 2005,
between Hartz Mountain Associates and
G-III.(11)
10
.4
Lease, dated June 1, 1993, between 512 Seventh Avenue
Associates (512) and G-III.(5)
10
.4(a)
Lease amendment, dated July 1, 2000, between 512 and
G-III.(5)
10
.5
Lease, dated January 31, 1994, between 512 and G-III.(5)
10
.5(a)
Lease amendment, dated July 1, 2000, between 512 and
G-III.(5)
10
.6
Lease, dated February 10, 2009, between IRET Properties and
AM Retail Group, Inc.
10
.7
G-III Apparel Group, Ltd. 1997 Stock Option Plan, as amended the
1997 Plan.(10)
10
.7(a)
Form of Option Agreement for awards made pursuant to the G-III
Apparel Group, Ltd. 1997 Plan.(11)
10
.8
Letter Agreement, dated December 2, 1998, between G-III and
Aron Goldfarb.(5)
10
.9
G-III Apparel Group, Ltd. 1999 Stock Option Plan for
Non-Employee Directors, as amended the
1999 Plan.(12)
10
.9(a)
Form of Option Agreement for awards made pursuant to the
1999 Plan.
10
.10
G-III Apparel Group, Ltd. 2005 Stock Incentive Plan, as amended
the 2005 Plan.(13)
10
.10(a)
Form of Option Agreement for awards made pursuant to the
2005 Plan.
10
.10(b)
Form of Restricted Stock Agreement for restricted stock awards
made pursuant to the 2005 Plan.(14)
10
.10(c)
Form of Deferred Stock Award Agreement for restricted stock unit
awards made pursuant to the 2005 Plan.(20)
10
.11
Stock Purchase Agreement, dated as of July 11, 2005, by and
among Sammy Aaron, Andrew Reid, Lee Lipton, John Pollack, Sammy
Aaron, as Sellers Representative, G-III Leather Fashions,
Inc. and
G-III.(6)
10
.11(a)
Amendment to Stock Purchase Agreement, dated January 30,
2007, amending the Stock Purchase Agreement, dated July 11,
2005, by and among Sammy Aaron, Andrew Reid, Lee Lipton, John
Pollack, Sammy Aaron, as Sellers Representative, G-III
Leather Fashions, Inc and G-III.(15)
10
.11(b)
Amendment to Stock Purchase Agreement, dated May 7, 2008,
amending the Stock Purchase Agreement, dated July 11, 2005,
by and among Sammy Aaron, Andrew Reid, Lee Lipton,
John Pollack, Sammy Aaron, as Sellers Representative,
G-III Leather Fashions, Inc and G-III.(19)
10
.12
Asset Purchase Agreement, dated as of July 11, 2005, by and
among G-III Leather Fashions, Inc., G-III, Winlit Group, Ltd.,
David Winn and Richard Madris.(6)
10
.12(a)
Amendment to Asset Purchase Agreement, dated January 30,
2007, amending the Asset Purchase Agreement, dated July 11,
2005, by and among Stusam, Inc., a New York corporation formerly
known as Winlit Group, Ltd., David Winn and Richard Madris,
G-III Leather Fashions, Inc. and G-III.(15)
10
.12(b)
Amendment to Asset Purchase Agreement, dated May 7, 2008,
amending the Asset Purchase Agreement, dated July 11, 2005,
by and among Stusam, Inc., a New York corporation formerly known
as Winlit Group, Ltd., David Winn and Richard Madris, G-III
Leather Fashions, Inc. and
G-III.(19)
10
.13
Employment Agreement, dated as of July 11, 2005, by and
between Sammy Aaron and G-III.(6)
10
.13(a)
Amendment, dated October 3, 2008, to Employment Agreement,
dated as of July 11, 2005, by and between Sammy Aaron and
G-III.(22)
10
.13(b)
Amendment, dated January 28, 2009, to Employment Agreement,
dated as of July 11, 2005, by and between Sammy Aaron and
G-III.(23)
10
.14
Lease agreement dated June 29, 2006 between The Realty
Associates Fund VI, LP and G-III.(2)
10
.15
Asset Purchase Agreement, dated May 24, 2007, by and among
G-III, G-III Leather Fashions, Inc., Starlo Fashions, Inc.
Jessica Howard, Ltd., Industrial Cotton, Inc., Robert Glick and
Mary Williams.(16)
10
.16
Purchase Agreement, dated February 11, 2008, by and among
G-III Leather Fashions, Inc., AM Apparel Holdings, Inc. and GB
Holding I, LLC.(17)
10
.17
Form of Deferred Stock Award Agreement.(20)
10
.18
Form of Executive Transition Agreement.(20)
10
.19
Asset Purchase Agreement, dated July 8, 2008, by and among
AM Retail Group, Inc., Wilsons The Leather Experts, Inc.
(Parent) and numerous subsidiaries of Parent.(21)
21
Subsidiaries of G-III.
23
.1
Consent of Independent Registered Public Accounting Firm,
Ernst & Young LLP
31
.1
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 Annual Report on
Form 10-K
for the fiscal year ended January 31, 2009.
31
.2
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 Annual Report on
Form 10-K
for the fiscal year ended January 31, 2009.
32
.1
Certification by Morris Goldfarb, Chief Executive Officer of
G-III Apparel Group, Ltd., pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, in connection with G-III Apparel
Group, Ltd.s Annual Report on
Form 10-K
for the fiscal year ended January 31, 2009.
32
.2
Certification by Neal S. Nackman, Chief Financial Officer of
G-III Apparel Group, Ltd., pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, in connection with G-III Apparel
Group, Ltd.s Annual Report on
Form 10-K
for the year ended January 31, 2009.
(1)
Previously filed as an exhibit to G-IIIs Registration
Statement on Form
S-1
(no. 33-31906),
which exhibit is incorporated herein by reference.
(2)
Previously filed as an exhibit to G-IIIs Quarterly Report
on
Form 10-Q
for the fiscal quarter ended July 31, 2006 filed on
September 13, 2006, which exhibit is incorporated herein by
reference.
(3)
Previously filed as an exhibit to G-IIIs Report on
Form 8-K
filed on April 8, 2008, which exhibit is incorporated
herein by reference.
(4)
Previously filed as an exhibit to G-IIIs Report on
Form 8-K
filed on July 14, 2006, which exhibit is incorporated
herein by reference.
(5)
Previously filed as an exhibit to G-IIIs Annual Report on
Form 10-K/A
for the fiscal year ended January 31, 2006 filed on
May 8, 2006, which exhibit is incorporated herein by
reference.
(6)
Previously filed as an exhibit to G-IIIs Report on
Form 8-K
filed on July 15, 2005, which exhibit is incorporated
herein by reference.
(7)
Previously filed as an exhibit to G-IIIs Report on
Form 8-K
filed on March 2, 2006, which exhibit is incorporated
herein by reference.
(8)
Previously filed as an exhibit to G-IIIs Report on
Form 8-K
filed on August 1, 2006, which exhibit is incorporated
herein by reference.
(9)
Previously filed as an exhibit to G-IIIs Report on
Form 8-K
filed on March 7, 2007, which exhibit is incorporated
herein by reference.
(10)
Previously filed as an exhibit to G-IIIs Annual Report on
Form 10-K
for the fiscal year ended January 31, 2004, which exhibit
is incorporated here in by reference.
(11)
Previously filed as an exhibit to G-IIIs Annual Report on
Form 10-K
for the fiscal year ended January 31, 2005, which exhibit
is incorporated herein by reference.
(12)
Previously filed as an exhibit to G-IIIs Annual Report on
Form 10-K
for the fiscal year ended January 31, 2006 filed on
May 1, 2006, which exhibit is incorporated herein by
reference.
(13)
Previously filed as an exhibit to G-IIIs Quarterly Report
on
Form 10-Q
for the fiscal quarter ended July 31, 2007 filed on
September 13, 2007, which exhibit is incorporated herein by
reference.
(14)
Previously filed as an exhibit to G-IIIs Report on
Form 8-K
filed on June 15, 2005, which exhibit is incorporated
herein by reference.
(15)
Previously filed as an exhibit to G-IIIs Report on
Form 8-K
filed on February 1, 2007, which exhibit is incorporated
herein by reference.
(16)
Previously filed as an exhibit to G-IIIs Report on
Form 8-K
filed on May 31, 2007, which exhibit is incorporated herein
by reference.
(17)
Previously filed as an exhibit to G-IIIs Report on
Form 8-K
filed on February 15, 2008, which exhibit is incorporated
herein by reference.
(18)
Previously filed as an exhibit to G-IIIs Annual Report on
Form 10-K
for the fiscal year ended January 31, 2008, filed on
April 15, 2008, which exhibit is incorporated herein by
reference.
(19)
Previously filed as an exhibit to G-IIIs Report on
Form 8-K
filed on May 9, 2008, which exhibit is incorporated herein
by reference.
(20)
Previously filed as an exhibit to G-IIIs Report on
Form 8-K
filed on July 2, 2008, which exhibit is incorporated herein
by reference.
(21)
Previously filed as an exhibit to G-IIIs Report on
Form 8-K
filed on July 14, 2008, which exhibit is incorporated
herein by reference.
(22)
Previously filed as an exhibit to G-IIIs Report on
Form 8-K
filed on October 6, 2008, which exhibit is incorporated
herein by reference.
(23)
Previously filed as an exhibit to G-IIIs Report on
Form 8-K
filed on February 3, 2009, which exhibit is incorporated
herein by reference.
45
By:
Director, Chairman of the Board and Chief Executive Officer
(principal executive officer)
April 16, 2009
Chief Financial Officer (principal financial and accounting
officer)
April 16, 2009
Director and Vice Chairman
April 16 , 2009
Director
April 16, 2009
Director
April 16, 2009
Director
April 16, 2009
Director
April 16, 2009
Director
April 16, 2009
Director
April 16, 2009
Director
April 16, 2009
46
10
.2(a)
Joinder and Amendment No. 1, dated July 21, 2008, to
Financing Agreement.
10
.6
Lease, dated February 10, 2009, between IRET Properties and
AM Retail Group, Inc.
10
.9(a)
Form of Option Agreement for awards made pursuant to the 1999
Plan
10
.10(a)
Form of Option Agreement for awards made pursuant to the 2005
Plan
21
Subsidiaries of G-III.
23
.1
Consent of Independent Registered Public Accounting Firm,
Ernst & Young LLP.
31
.1
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 Annual Report on
Form 10-K
for the fiscal year ended January 31, 2009.
31
.2
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 Annual Report on
Form 10-K
for the fiscal year ended January 31, 2009.
32
.1
Certification by Morris Goldfarb, Chief Executive Officer of
G-III Apparel Group, Ltd., pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, in connection with G-III Apparel
Group, Ltd.s Annual Report on
Form 10-K
for the fiscal year ended January 31, 2009.
32
.2
Certification by Neal S. Nackman, Chief Financial Officer of
G-III Apparel Group, Ltd., pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, in connection with G-III Apparel
Group, Ltd.s Annual Report on
Form 10-K
for the year ended January 31, 2009.
47
AND FINANCIAL STATEMENT SCHEDULE
(Item 15(a))
Page
F-2
F-4
F-5
F-6
F-7
F-8
S-1
F-1
of
G-III Apparel Group, Ltd.
F-2
F-3
January 31,
F-4
Year Ended January 31,
2009
2008
2007
(In thousands, except per share amounts)
$
711,146
$
518,868
$
427,017
510,455
379,417
311,470
200,691
139,451
115,547
164,098
101,669
83,258
31,202
2,321
6,947
5,427
4,431
(3,877
)
32,355
27,858
5,564
3,158
6,362
(9,441
)
29,197
21,496
4,588
11,707
8,307
$
(14,029
)
$
17,490
$
13,189
$
(0.85
)
$
1.09
$
1.00
16,536
16,119
13,199
$
(0.85
)
$
1.05
$
0.94
16,536
16,670
13,982
F-5
Additional
Common
Common
Paid-in
Retained
Stock Held
Stock
Capital
Earnings
in Treasury
Total
(In thousands)
$
127
$
36,262
$
46,592
$
(970
)
$
82,011
3
980
983
1,325
1,325
2,696
2,696
425
425
15
14,998
15,013
13,189
13,189
145
56,686
59,781
(970
)
115,642
4
1,105
1,109
2,117
2,117
703
703
19
36,494
36,513
300
300
17,490
17,490
168
97,105
77,571
(970
)
173,874
3
583
586
438
438
1,360
1,360
(14,029
)
(14,029
)
$
171
$
99,486
$
63,542
$
(970
)
$
162,229
F-6
Year Ended January 31,
2009
2008
2007
(In thousands)
$
(14,029
)
$
17,490
$
13,189
6,947
5,427
4,431
33,523
1,360
703
425
470
711
843
(770
)
(4,808
)
(4,613
)
(1,563
)
2,449
(5,984
)
(15,209
)
(28,682
)
(18,388
)
(7,716
)
874
2,035
344
(149
)
857
(2,752
)
(104
)
(171
)
713
24,667
13,326
5,873
22,518
10,623
(1,422
)
(2,411
)
(1,445
)
(2,461
)
(8,303
)
(43,051
)
(24,997
)
(4,904
)
(3,741
)
(3,199
)
$
(75,363
)
$
(13,489
)
$
(5,660
)
$
15,988
$
(1,599
)
$
1,565
(8,656
)
(6,600
)
(303
)
(209
)
36,513
15,013
586
1,109
983
438
2,117
1,325
17,012
29,181
12,077
(35,833
)
26,315
4,995
38,341
12,026
7,031
$
2,508
$
38,341
$
12,026
$
5,002
$
2,624
$
5,761
8,085
12,131
8,435
$
2,696
$
4,812
3,491
$
8,303
$
36,595
19,176
55,771
(12,643
)
43,128
77
$
43,051
$
25,715
(631
)
25,084
87
$
24,997
F-7
NOTE A
SIGNIFICANT
ACCOUNTING POLICIES
1.
Business
Activity and Principles of Consolidation
2.
Cash
Equivalents
3.
Revenue
Recognition
4.
Returns
and Allowances
F-8
5.
Inventories
6.
Goodwill
and Other Intangibles
7.
Depreciation
and Amortization
5 years
5 years
2 to 5 years
8.
Impairment
of Long-Lived Assets
9.
Income
Taxes
F-9
10.
Net
Income (Loss) Per Common Share
Year Ended January 31,
2009
2008
2007
(In thousands, except per share amounts)
$
(14,029
)
$
17,490
$
13,189
16,536
16,119
13,199
$
(0.85
)
$
1.09
$
1.00
16,536
16,119
13,199
551
669
114
16,536
16,670
13,982
$
(0.85
)
$
1.05
$
0.94
*
Represents contingently issuable shares that would have met the
market condition if the performance period concluded at the end
of the reporting period.
11.
Stock-based
Compensation
F-10
2009
2008
2007
48.9% - 49.2%
47.8 - 48.9%
48.4%
7 years
7 years
7 years
6 years
6 years
6 years
3.1% - 3.7%
3.4 - 5.0%
5.0%
0%
0%
0%
F-11
12.
Cost
of Goods Sold
13.
Shipping
and Handling Costs
14.
Advertising
Costs
15.
Use of
Estimates
16.
Fair
Value of Financial Instruments
17.
Foreign
Currency Translation
18.
Effects
of Recently Issued Accounting Pronouncements
F-12
NOTE B
INVENTORIES
January 31,
2009
2008
(In thousands)
$
113,824
$
56,848
2,788
3,086
$
116,612
$
59,934
NOTE C
PROPERTY,
PLANT AND EQUIPMENT
January 31,
2009
2008
(In thousands)
$
787
$
454
10,740
5,002
1,803
1,249
2,077
1,168
15,407
7,873
5,544
2,612
$
9,863
$
5,261
NOTE D
ACQUISITIONS
AND INTANGIBLES
F-13
Fair Value
Useful Life
(In thousands)
(In years)
$
1,370
8
887
15
461
4
As of February 11, 2008
(In thousands)
$
77
5,200
7,305
1,708
542
4,344
16,590
20,005
$
55,771
$
2,001
3,877
6,765
$
12,643
F-14
Fair Value
Useful Life
(In thousands)
(In years)
$
200
5
3,180
5-10
13,210
Indefinite
As of July 8, 2008
(In thousands)
$
87
20,691
3,424
1,513
$
25,715
631
$
631
F-15
Year Ended January 31,
2009
2008
(In thousands)
$
749,067
$
713,998
(19,838
)
9,973
$
(1.20
)
$
0.62
$
(1.20
)
$
0.60
January 31,
Estimated Life
2009
2008
(In thousands)
3.5 - 8 years
$
12,573
$
12,373
10 - 12 years
3,276
5,598
5 - 15 years
5,900
2,719
3.5 years
1,058
1,058
22,807
21,748
11,435
8,732
1,549
1,023
858
358
769
492
14,611
10,605
1,138
3,641
1,727
4,575
5,042
2,361
289
566
8,196
11,143
25,494
31,746
13,210
38,704
31,746
$
46,900
$
42,889
F-16
Amortization Expense
(In thousands)
$
1,590
1,361
880
759
559
Licensed
Non-Licensed
(In thousands)
$
17,005
$
8,001
2,094
4,031
863
(169
)
(79
)
20,867
10,879
20,005
4,617
318
10
(31,202
)
$
25,494
$
F-17
NOTE E
CONTINGENT
PURCHASE PRICE PAYABLE
NOTE F
NOTES PAYABLE
NOTE G
NON-RECURRING
CHARGE
F-18
NOTE H
INCOME
TAXES
Year Ended January 31,
2009
2008
2007
(In thousands)
$
7,720
$
12,360
$
7,105
1,670
3,953
2,793
6
7
(28
)
9,396
16,320
9,870
(4,808
)
(4,613
)
(1,563
)
$
4,588
$
11,707
$
8,307
$
(9,483
)
$
27,797
$
21,453
42
1,400
43
2009
2008
(In thousands)
$
1,745
$
943
8,507
7,666
1,223
1,365
90
72
11,565
10,046
725
239
8,758
2,815
615
655
124
194
1,369
49
41
11,640
3,944
23,205
13,990
(1,578
)
(1,298
)
(6,648
)
$
14,979
$
12,692
F-19
2009
2008
2007
35.0
%
35.0
%
35.0
%
(6.0
)
6.4
7.3
0.1
(0.2
)
(82.4
)
0.3
0.7
(4.4
)
4.7
(1.6
)
0.2
(48.6
)%
40.1
%
38.6
%
NOTE I
COMMITMENTS
AND CONTINGENCIES
F-20
Operating Leases
Wholesale
Retail
Total
(In thousands)
$
7,543
$
11,722
$
19,265
7,134
10,660
17,794
3,455
8,506
11,961
2,128
5,286
7,414
1,698
4,140
5,838
10,711
10,711
$
21,958
$
51,025
$
72,983
Amount
(In thousands)
$
35,132
32,847
27,192
18,407
3,850
$
117,428
NOTE J
STOCKHOLDERS
EQUITY
F-21
2009
2008
2007
Weighted
Weighted
Weighted
Average
Average
Average
Exercise
Exercise
Exercise
Shares
Price
Shares
Price
Shares
Price
1,092,548
$
8.33
1,298,798
$
4.76
1,429,348
$
3.53
(223,998
)
$
2.61
(374,600
)
$
2.96
(328,900
)
$
2.99
151,000
$
14.20
292,600
$
17.58
321,000
$
10.07
(15,800
)
$
18.43
(124,250
)
$
9.07
(122,650
)
$
8.99
1,003,750
$
10.33
1,092,548
$
8.33
1,298,798
$
4.76
531,430
$
6.65
624,198
$
4.13
867,798
$
3.27
Number
Weighted
Weighted
Number
Weighted
Outstanding as of
Average
Average
Exercisable as of
Average
January 31,
Remaining
Exercise
January 31,
Exercise
2009
Contractual Life
Price
2009
Price
19,500
1.23
$
2.24
19,500
$
2.24
458,850
4.37
$
5.11
436,950
$
5.08
99,200
7.47
$
10.22
6,600
$
8.20
426,200
8.90
$
16.34
68,380
$
17.71
1,003,750
531,430
F-22
NOTE K
MAJOR
CUSTOMERS
NOTE L
RELATED
PARTY TRANSACTIONS
NOTE M
EMPLOYEE
BENEFIT PLANS
NOTE N
SEGMENTS
F-23
2009
2008
2007
Non-
Non-
Non-
Licensed
Licensed
Retail
Licensed
Licensed
Licensed
Licensed
$
430,204
$
202,400
$
78,542
$
364,989
$
153,879
$
268,891
$
158,125
310,730
150,969
48,756
260,710
118,707
189,936
121,534
119,474
51,431
29,786
104,279
35,172
78,955
36,591
95,721
33,229
35,148
71,520
30,149
56,432
26,825
31,202
2,321
2,601
3,768
578
3,882
1,545
3,163
1,268
$
21,152
$
(19,089
)
$
(5,940
)
$
28,877
$
3,478
$
19,360
$
8,498
2009
2008
2007
Long-Lived
Long-Lived
Long-Lived
Revenues
Assets
Revenues
Assets
Revenues
Assets
$
699,887
$
70,061
$
513,903
$
53,714
$
422,960
$
46,442
11,259
200
4,965
219
4,057
959
$
711,146
$
70,261
$
518,868
$
53,933
$
427,017
$
47,401
F-24
NOTE O
QUARTERLY
FINANCIAL DATA (UNAUDITED)
Quarter Ended
April 30,
July 31,
October 31,
January 31,
2008
2008
2008
2009
$
75,396
$
113,462
$
351,599
$
170,688
17,537
28,881
112,519
41,753
(6,888
)
(3,852
)
28,836
(32,125
)
$
(0.42
)
$
(0.23
)
$
1.74
$
(1.93
)(a)
(0.42
)
(0.23
)
1.68
(1.93
)(a)
Quarter Ended
April 30,
July 31,
October 31,
January 31,
2007
2007
2007
2008
$
35,088
$
83,909
$
271,195
$
128,676
7,329
21,940
80,263
29,919
(b)
(6,448
)
(884
)
23,755
1,067
(b)(c)
$
(0.42
)
$
(0.05
)
$
1.45
$
0.06
(b)(c)
(0.42
)
(0.05
)
1.41
0.06
(b)(c)
(a)
Includes a pre-tax charge of $33.5 million,
($28.4 million, net of tax, or $1.69 per share), for
impairment of goodwill and trademarks.
(b)
Includes pre-tax charges of (i) $3.0 million,
($1.8 million, net of tax, or $0.11 per share), to reflect
a loss with respect to vendor financing guaranteed by the
Company and (ii) $720,000 ($431,000, net of tax, or $0.03
per share) related to the termination of a license.
(c)
Includes a gain of $860,000, net of tax, or $0.05 per share,
related to the reversal of expense reserves, no longer deemed
necessary upon completion of closing down our Indonesian
facility.
F-25
Column B
Column C
Column D
Column E
Additions
(1)
(2)
Balance at
Charged to
Charged
Balance at
Beginning
Costs and
to Other
Deductions
End of
of Period
Expenses
Accounts
(a)
Period
$
923
$
600
$
(2
)
$
1,525
21,801
49,034
51,371
19,464
$
22,724
$
49,634
$
51,369
$
20,989
$
1,427
$
245
$
749
$
923
14,048
37,933
30,180
21,801
$
15,475
$
38,178
$
30,929
$
22,724
$
1,636
$
249
$
458
$
1,427
7,807
22,393
16,152
14,048
$
9,443
$
22,642
$
16,610
$
15,475
(a)
Accounts written off as uncollectible, net of recoveries.
(b)
See Note A in the accompanying Notes to Consolidated
Financial Statements for a description of sales allowances.
S-1
2
3
4
G-III LEATHER FASHIONS, INC., as
a Company and the Funds Administrator |
||||
By: | /s/ Neal S. Nackman | |||
Name: | Neal S. Nackman | |||
Title: | Vice President - Finance | |||
J. PERCY FOR MARVIN RICHARDS, LTD., as a Company
|
||||
By: | /s/ Neal S. Nackman | |||
Name: | Neal S. Nackman | |||
Title: | Secretary | |||
CK OUTERWEAR, LLC, as a Company
|
||||
By: | /s/ Neal S. Nackman | |||
Name: | Neal S. Nackman | |||
Title: | Secretary | |||
A. MARC & CO., INC., as a Company
|
||||
By: | /s/ Neal S. Nackman | |||
Name: | Neal S. Nackman | |||
Title: | Vice President -- Finance and Secretary | |||
ANDREW & SUZANNE COMPANY INC., as a Company
|
||||
By: | /s/ Neal S. Nackman | |||
Name: | Neal S. Nackman | |||
Title: | Vice President -- Finance and Secretary | |||
AM RETAIL GROUP, INC., as a Company
|
||||
By: | /s/ Neal S. Nackman | |||
Name: | Neal S. Nackman | |||
Title: | Vice President -- Finance | |||
THE CIT GROUP/COMMERCIAL SERVICES, INC., as Agent and Lender
|
||||
By: | /s/ Edward J. Ahearn | |||
Name: | Edward J. Ahearn | |||
Title: | Senior Vice President | |||
HSBC BANK USA, NATIONAL ASSOCIATION, as Lender
|
||||
By: | /s/ Sam Opitz | |||
Name: | Sam Opitz | |||
Title: | Vice President | |||
SOVEREIGN BANK, as Lender
|
||||
By: | /s/ Matilda Reyes | |||
Name: | Matilda Reyes | |||
Title: | Senior Vice President | |||
ISRAEL DISCOUNT BANK OF NEW YORK, as Lender
|
||||
By: | /s/ Juan C. Zaino | |||
Name: | Juan C. Zaino | |||
Title: | First Vice President | |||
By: | /s/ Dina Tourloukis | |||
Name: | Dina Tourloukis | |||
Title: | Vice President | |||
TD BANK, N.A., as Lender
|
||||
By: | /s/ Martin Noren | |||
Name: | Martin Noren | |||
Title: | Vice President | |||
SIGNATURE BANK, as Lender
|
||||
By: | /s/ Robert A. Bloch | |||
Name: | Robert A. Bloch | |||
Title: | Senior Vice President | |||
BANK LEUMI USA, as Lender
|
||||
By: | /s/ Iris Steinhardt | |||
Name: | Iris Steinhardt | |||
Title: | Vice President | |||
WEBSTER BUSINESS CREDIT, as Lender
|
||||
By: | /s/ Daniel C. Dupre | |||
Name: | Daniel C. Dupre | |||
Title: | Vice President | |||
JPMORGAN CHASE BANK, N.A., as Lender
|
||||
By: | /s/ Brit ORourke | |||
Name: | Brit ORourke | |||
Title: | Vice President | |||
BANK OF AMERICA, N.A., as Lender
|
||||
By: | /s/ David Gutierez | |||
Name: | David Gutierez | |||
Title: | Senior Vice President | |||
WACHOVIA BANK, N.A., as Lender
|
||||
By: | /s/ Dan ODonnell | |||
Name: | Dan ODonnell | |||
Title: | Senior Vice President | |||
ACKNOWLEDGED AND AGREED TO
BY EACH OF THE GUARANTORS: G-III APPAREL GROUP, LTD. |
||||
By: | /s/ Neal S. Nackman | |||
Name: | Neal S. Nackman | |||
Title: | Chief Financial Officer and Treasurer | |||
G-III RETAIL OUTLETS INC.
|
||||
By: | /s/ Neal S. Nackman | |||
Name: | Neal S. Nackman | |||
Title: | Vice President - Finance | |||
G-III LICENSE COMPANY, LLC
|
||||
By: |
G-III Apparel Group, Ltd.
|
|||
By: | /s/ Neal S. Nackman | |||
Name: | Neal S. Nackman | |||
Title: | Chief Financial Officer & Treasurer | |||
G-III BRANDS, LTD.
|
||||
By: | /s/ Neal S. Nackman | |||
Name: | Neal S. Nackman | |||
Title: | Vice President - Finance | |||
AM APPAREL HOLDINGS, INC.
|
||||
By: | /s/ Neal S. Nackman | |||
Name: | Neal S. Nackman | |||
Title: | Vice President -- Finance & Secretary | |||
ASH RETAIL CORP.
|
||||
By: | /s/ Neal S. Nackman | |||
Name: | Neal S. Nackman | |||
Title: | Vice President -- Finance & Secretary | |||
ASH RETAIL OF EASTHAMPTON, INC.
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By: | /s/ Neal S. Nackman | |||
Name: | Neal S. Nackman | |||
Title: | Vice President -- Finance & Secretary | |||
1.
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Premises: | Suite A, consisting of approximately 155,026 square feet of the Building located at 7401 Boone Avenue North, Brooklyn Park, Minnesota. The Premises are depicted on attached Exhibit 2.1 (first floor) and Exhibit 2.2 (mezzanine). As of the Effective Date, the initial Premises will consist of: (a) 1,618 square feet of first floor entry space; (b) 97,011 square feet of first floor warehouse space; (c) 29,922 square feet of mezzanine office space; and (d) 26,475 square feet of mezzanine warehouse space. | ||
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2.
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Lease Term: | 36 full calendar months (Section 1.2.1). | ||
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3.
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Commencement Date: | The first to occur of: (1) the first Business Day following Substantial Completion of the Tenant Improvements (Section 17.1); or (2) June 1, 2009. | ||
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4.
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Basic Rent: |
Months | Annualized | Monthly | ||||||
1-12
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$579,797.24 ($3.74/sf) | $ | 48,316.44 | |||||
13-24
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$596,850.10 ($3.85/sf) | $ | 49,737.51 | |||||
25-36
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$615,453.22 ($3.97/sf) | $ | 51,287.77 | |||||
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Extension Term: |
(Section 1.2.4)
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5.
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Tenants Share of Expenses Percentage: | 37.864% | ||
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6.
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Property Manager: |
IRET Properties, a North Dakota Limited Partnership
10050 Crosstown Circle, Suite 105 Eden Prairie, MN 55344 Telephone: (952) 401-6600 |
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7.
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Rent Payment Address: |
IRET Properties, a North Dakota Limited Partnership
Attn: PM Accounting (GL#1233) PO Box 1988 (regular mail) 12 South Main Street (overnight delivery) Minot, ND 58701 |
8.
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Address of Landlord for Notices: |
IRET Properties, a North Dakota Limited Partnership
Attn: General Counsel PO Box 1988 (regular mail) 12 South Main Street (overnight delivery) Minot, ND 58701 |
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With a copy to: | Property Manager at the address described in Section 6 of the Basic Terms. | ||
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9.
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Address of Tenant for Notices: |
AM Retail Group, Inc.
Attn: Mr. Randy Roland 7401 Boone Ave N, Suite A Brooklyn Park, MN 55428 |
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10.
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Brokers: |
None (Landlords Broker).
None (Tenants Broker). (Section 18.10) |
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11.
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Security Deposit: | None. | ||
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12.
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Permitted Use: | Tenant shall use the Premises only for general office, warehouse and distribution purposes, together with all uses which are incidental or ancillary to any such permitted primary uses, and not for any other purpose (Section 4.1). | ||
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13.
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Extension Option : | 1 option of 3 years, on advance written notice, as set forth in Section 1.2.4. |
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LANDLORD:
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IRET PROPERTIES, A NORTH DAKOTA LIMITED PARTNERSHIP
By: IRET, Inc., its general partner |
By:
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Print Name: Thomas A. Wentz, Jr. | ||||
Print Title: Senior Vice President
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DATED: | ||||
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By:
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Print Name: Charles A. Greenberg | ||||
Print Title: Vice President | ||||
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TENANT: | ||||
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AM RETAIL GROUP, INC., a Delaware corporation | ||||
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By:
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Print Name: Joel Waller | ||||
Print Title: President |
26
2
i. | The costs of repair, restoration or other work occasioned by any insured casualty (except for deductibles as provided in Section 10.2). | ||
ii. | Interest, principal, points and fees, amortization or any other costs associated with the Mortgage, and all costs and expenses associated with any such debt, irrespective of whether this Lease is subject or subordinate thereto. | ||
iii. | Expenses or Allowances for depreciation or amortization (except as may be expressly allowed by this Lease, including without limitation the amortization of capital improvements as noted above). | ||
iv. | Any bad debt loss, or any reserve for bad debt loss. | ||
v. | Compensation (including benefits) paid to any employee of Landlord or Property Manager above the grade of building superintendent or manager. | ||
vi. | Expenses to prepare, renovate, or perform any other work in any space leased to an existing or new tenant of the Building, or to prepare, renovate or perform work in the Building to accommodate additional tenants. | ||
vii. | Expenses to retain existing tenants or to lease space to new tenants, including without limitation legal fees, leasing commissions, advertising, and promotional expenditures. | ||
viii. | Expenses to resolve disputes with existing tenants, or to negotiate lease terms with prospective tenants. | ||
ix. | The costs of any services or supplies to the extent that such costs are reimbursed to Landlord by tenants of the Building (other than by virtue of the pass through of Operating Expenses to tenants), or by other third parties. | ||
x. | The costs of any repair, restoration or other work occasioned by a condemnation proceeding, if and to the extent Landlord has actually been reimbursed by condemnation proceeds. |
3
xi. | Rent payable by Landlord pursuant to any ground or air-rights lease affecting the Property, irrespective of whether this Lease is subject or subordinate thereto. | ||
xii. | Fees or sums paid to an affiliate of Landlord, to the extent that such fees exceed the customary amount charged by independent contractors and suppliers for the services or supplies provided. | ||
xiii. | Expenses for any necessary replacement of any item to the extent that it is covered under warranty. | ||
xiv. | Costs of sculptures, paintings and other objects of art. | ||
xv. | Charitable or political contributions by Landlord. | ||
xvi. | Interest or penalties assessed against Landlord due to the late payment of any Expenses. | ||
xvii. | Expenses for any item or service that Tenant pays directly to a third party, or separately reimburses to Landlord. | ||
xviii. | The costs of repairs to the extent such repairs are necessitated by Landlords negligence or willful misconduct. | ||
xix. | The costs of any services provided to other tenants of the Property in excess of the services provided to Tenant under this Lease. | ||
xx. | Landlords general corporate overhead and administrative expenses, except to the extent related (or reasonably allocated) to the Property, and except as expressly provided in this Lease. | ||
xxi. | Personal property taxes of Landlord for equipment or items to the extent not used directly in the operation or maintenance of the Property. | ||
xxii. | Landlords income, franchise, estate or inheritance taxes. |
4
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1. | The Commencement Date is , 2009. The initial Term of the Lease shall expire on , 2012, unless the Lease is extended or sooner terminated in accordance with the terms and conditions of the Lease. | ||
2. | Tenant shall pay Basic Rent during the initial Term in accordance with the following schedule: |
Months | Total Annualized | Total Monthly | ||||||
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$ | 579,797.24 | $ | 48,316.44 | ||||
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$ | 596,850.10 | $ | 49,737.51 | ||||
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$ | 615,453.22 | $ | 51,287.77 |
3. | Subject to the conditions and limitations set forth in the Lease, Tenant must exercise its right to the Extension Term, if at all, by notifying Landlord on or before . Said Extension Term shall commence on , and shall terminate on . |
Optionee:
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<name> | |
Date of Option Grant:
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<date> | |
Number of Shares:
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<No of options> | |
Exercise Price Per Share:
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$______________ |
- 3 -
G-III APPAREL GROUP, LTD.
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By: | _________________________ | |||
- 4 -
Optionee:
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<name> | |
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Date of Option Grant:
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<date> | |
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Number of Shares:
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<No of options> | |
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Exercise Price Per Share:
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<exercise price> |
3
G-III APPAREL GROUP, LTD.
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By: | ||||
4
NAME OF SUBSIDIARY
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JURISDICTION OF ORGANIZATION | |
G-III Leather Fashions, Inc.
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New York | |
AM Retail Group, Inc.
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Delaware | |
J. Percy for Marvin Richards, Ltd.
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New York | |
CK Outerwear, LLC
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New York | |
Fabio Licensing, LLC
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New York | |
Andrew & Suzanne Company Inc.
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New York | |
A. Marc & Co., Inc.
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New York | |
Ash Retail of Easthampton, Inc.
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New York | |
Ash Retail Corp.
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New Jersey | |
G-III Brands, Ltd.
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Delaware | |
G-III License Company, LLC
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Delaware | |
G-III Retail Outlets, Inc.
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Delaware | |
AM Apparel Holdings, Inc.
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Delaware | |
P.T. Balihides
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Indonesia | |
G-III Hong Kong Ltd.
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Hong Kong | |
Kostroma Ltd.
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Hong Kong | |
Wee Beez International Limited
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Hong Kong |
-64-
(1) | Registration Statement (Form S-8 No. 33-45460) of G-III Apparel Group, Ltd., | |
(2) | Registration Statement (Form S-8 No. 33-45461) of G-III Apparel Group, Ltd., | |
(3) | Registration Statement (Form S-8 No. 33-81066) of G-III Apparel Group, Ltd., | |
(4) | Registration Statement (Form S-8 No. 333-51765) of G-III Apparel Group, Ltd., | |
(5) | Registration Statement (Form S-8 No. 333-80937) of G-III Apparel Group, Ltd., | |
(6) | Registration Statement (Form S-8 No. 333-39298) of G-III Apparel Group, Ltd., | |
(7) | Registration Statement (Form S-8 No. 333-115010) of G-III Apparel Group, Ltd., | |
(8) | Registration Statement (Form S-8 No. 333-125804) of G-III Apparel Group, Ltd., | |
(9) | Registration Statement (Form S-8 No. 333-143974) of G-III Apparel Group, Ltd., | |
(10) | Registration Statement (Form S-3 No. 333-136445) of G-III Apparel Group, Ltd., |
-65-
1. | I have reviewed this Annual Report on Form 10-K of G-III Apparel Group, Ltd.; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Designated such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
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/s/ Morris Goldfarb | |
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Morris Goldfarb | |
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Chief Executive Officer |
1. | I have reviewed this Annual Report on Form 10-K of G-III Apparel Group, Ltd.; | ||
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(b) | Designated such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
(c) | Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
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/s/ Neal S. Nackman | |
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Neal S. Nackman | |
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Chief Financial Officer |
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/s/ Morris Goldfarb | |
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Morris Goldfarb | |
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Chief Executive Officer | |
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April 16, 2009 |
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/s/ Neal S. Nackman | |
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Neal S. Nackman | |
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Chief Financial Officer | |
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April 16, 2009 |