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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended July 31, 2002
-------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 0-18183
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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
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(Address of Principal Executive Office) (Zip Code)
(212) 403-0500
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(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
The number of outstanding shares of the registrant's Common Stock as of
September 3, 2002 was 6,721,854.
Part I FINANCIAL INFORMATION Page No.
Item 1. Financial Statements *
Condensed Consolidated Balance Sheets -
July 31, 2002 and January 31, 2002.................. 3
Condensed Consolidated Statements of Operations -
For the Three Months Ended
July 31, 2002 and 2001.............................. 4
Condensed Consolidated Statements of Operations -
For the Six Months Ended
July 31, 2002 and 2001.............................. 5
Condensed Consolidated Statements of Cash Flows -
For the Six Months Ended
July 31, 2002 and 2001.............................. 6
Notes to Condensed Consolidated Financial Statements........ 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations............... 10
* The Balance Sheet at January 31, 2002 has been taken from the audited
financial statements at that date. All other financial statements are
unaudited.
Part II OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Stockholders............. 13
Item 6. Exhibits and Reports on Form 8-K............................ 13
Exhibits
99.1 Certification pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
-2-
G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
------------------------------------------
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
JULY 31, JANUARY 31,
2002 2002
--------- ---------
(unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents ................................... $ 360 $ 2,481
Accounts receivable, net of allowance for doubtful accounts
and sales discounts of $5,756 and $6,169, respectively . 29,033 9,922
Inventories ............................................... 60,645 37,172
Prepaid and refundable income taxes ....................... 3,400
Deferred income taxes ..................................... 5,286 5,286
Prepaid expenses and other current assets ................. 7,751 3,749
--------- ---------
Total current assets ................................. 106,475 58,610
PROPERTY, PLANT AND EQUIPMENT, NET .............................. 2,689 3,021
DEFERRED INCOME TAXES ........................................... 1,935 1,954
OTHER ASSETS .................................................... 4,036 4,116
--------- ---------
$ 115,135 $ 67,701
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable ............................................... $ 39,971 $ 800
Current maturities of obligations under capital leases ...... 111 106
Income taxes payable ........................................ 1,118
Accounts payable ............................................ 19,206 5,079
Accrued expenses ............................................ 4,149 5,262
Accrued nonrecurring charges ................................ 81 105
--------- ---------
Total current liabilities ............................ 63,518 12,470
OTHER LONG-TERM LIABILITIES ..................................... 383 418
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock, 1,000,000 shares authorized;
no shares issued and outstanding in all periods
Common stock - $.01 par value; authorized,
shares; 6,963,271 and 6,944,071 shares issued
at July 31, 2002 and January 31, 2002, respectively ...... 70 69
Additional paid-in capital .................................. 25,635 25,581
Foreign currency translation adjustments .................... 53 94
Retained earnings ........................................... 26,446 30,039
--------- ---------
52,204 55,783
Less common stock held in treasury - 244,817 shares,
at cost, at July 31, 2002 and January 31, 2002 ........... (970) (970)
--------- ---------
51,234 54,813
--------- ---------
$ 115,135 $ 67,701
========= =========
The accompanying notes are an integral part of these statements.
-3-
G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
------------------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
-----------------------------------------------
(in thousands, except share and per share amounts)
THREE MONTHS ENDED JULY 31,
---------------------------
(Unaudited)
2002 2001
---------- ----------
Net sales ........................................... $ 40,022 $ 62,913
Cost of goods sold .................................. 29,209 46,298
---------- ----------
Gross profit ............................... 10,813 16,615
Selling, general and administrative expenses ........ 9,453 9,027
---------- ----------
Operating income ........................... 1,360 7,588
Interest and financing charges, net ................. 396 1,113
---------- ----------
Income before income taxes ................. 964 6,475
Income tax expense .................................. 388 2,590
---------- ----------
Net income ................................. $ 576 $ 3,885
========== ==========
INCOME PER COMMON SHARE:
Basic:
------
Net income per common share ................. $ 0.09 $ 0.58
========== ==========
Weighted average number of shares outstanding 6,714,200 6,678,639
========== ==========
Diluted:
--------
Net income per common share ................. $ 0.08 $ 0.52
========== ==========
Weighted average number of shares outstanding 7,379,809 7,456,050
========== ==========
The accompanying notes are an integral part of these statements.
-4-
G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
------------------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
-----------------------------------------------
(in thousands, except share and per share amounts)
SIX MONTHS ENDED JULY 31,
--------------------------
(Unaudited)
2002 2001
----------- -----------
Net sales ........................................... $ 52,713 $ 80,080
Cost of goods sold .................................. 40,997 60,515
----------- -----------
Gross profit ............................... 11,716 19,565
Selling, general and administrative expenses ........ 16,967 16,492
----------- -----------
Operating income (loss) .................... (5,251) 3,073
Interest and financing charges, net ................. 521 1,418
----------- -----------
Income (loss) before income taxes .......... (5,772) 1,655
Income tax expense (benefit) ........................ (2,179) 662
----------- -----------
Net income (loss) .......................... $ (3,593) $ 993
=========== ===========
INCOME (LOSS) PER COMMON SHARE:
Basic:
------
Net income (loss) per common share .......... $ (0.54) $ 0.15
=========== ===========
Weighted average number of shares outstanding 6,708,383 6,662,121
=========== ===========
Diluted:
--------
Net income (loss) per common share .......... $ (0.54) $ 0.13
=========== ===========
Weighted average number of shares outstanding 6,708,383 7,412,370
=========== ===========
The accompanying notes are an integral part of these statements.
-5-
G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
------------------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
SIX MONTHS ENDED JULY 31,
-------------------------
(Unaudited)
2002 2001
-------- --------
Cash flows from operating activities
Net income (loss) ....................................... $ (3,593) $ 993
Adjustments to reconcile net income (loss) to
net cash used in operating activities
Depreciation and amortization ...................... 722 583
Deferred income tax ................................ 19
Changes in operating assets and liabilities:
Accounts receivable ............................. (19,111) (37,433)
Inventories ..................................... (23,473) (41,200)
Income taxes, net ............................... (4,518) (195)
Prepaid expenses and other current assets ....... (4,002) (4,929)
Other assets .................................... (106) (102)
Accounts payable and accrued expenses ........... 13,014 12,977
Accrued nonrecurring charge ..................... (51) (47)
Other long term liabilities ..................... 49 50
-------- --------
Net cash used in operating activities .............. (41,050) (69,303)
-------- --------
Cash flows from investing activities
Capital expenditures .................................... (222) (485)
Capital dispositions .................................... 24
Purchase of certain assets of Gloria Gay Coats, LLC ..... 18 (205)
-------- --------
Net cash used in investing activities ............. (204) (666)
-------- --------
Cash flows from financing activities
Increase in notes payable, net ......................... 39,171 62,099
Payments for capital lease obligations ................. (52) (48)
Proceeds from exercise of stock options ................ 55 128
-------- --------
Net cash provided by financing activities .......... 39,174 62,179
-------- --------
Effect of exchange rate changes on cash and cash equivalents (41) (8)
-------- --------
Net decrease in cash and cash equivalents ............ (2,121) (7,798)
Cash and cash equivalents at beginning of period ........... 2,481 9,231
-------- --------
Cash and cash equivalents at end of period ................. $ 360 $ 1,433
======== ========
Supplemental disclosures of cash flow information:
Cash paid during the period for
Interest .............................................. $ 347 $ 945
Income taxes .......................................... $ 2,299 $ 806
The accompanying notes are an integral part of these statements.
-6-
G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
------------------------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 -- General Discussion
The results for the six month period ended July 31, 2002 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. In the opinion of management, all adjustments
(consisting of only normal recurring adjustments) necessary for a fair
presentation of the financial position, results of operations and cash flows for
the interim periods presented have been reflected.
The Company consolidates the accounts of all its majority-owned subsidiaries.
All material intercompany balances and transactions have been eliminated.
The accompanying financial statements should be read in conjunction with the
financial statements and notes included in the Company's Annual Report on Form
10K filed with the Securities and Exchange Commission for the year ended January
31, 2002.
Certain reclassifications have been made to conform to the fiscal 2002
presentation.
Note 2 -- Inventories
Inventories consist of:
JULY 31, January 31,
2002 2002
------- -------
(in thousands)
Finished products ............ $41,559 $18,240
Work-in-process .............. 4,500 576
Raw materials ................ 14,586 18,356
------- -------
$60,645 $37,172
======= =======
Note 3 -- Net Income (Loss) per Common Share
Basic net income (loss) per share amounts have been computed using the weighted
average number of common shares outstanding during each period. When applicable,
diluted income per share amounts are computed using the weighted average number
of common shares and the dilutive potential common shares outstanding during the
period.
-7-
Note 4 -- Notes Payable
The Company's domestic loan agreement, which expires on May 31, 2005, is a
collateralized working capital line of credit with six banks that provides for a
maximum line of credit in amounts that range from $45 million to $85 million at
specific times during the year. The line of credit provides for maximum direct
borrowings ranging from $30 million to $72 million during the year. The unused
balance may be used for letters of credit. Amounts available for borrowing are
subject to borrowing base formulas and overadvances specified in the agreement.
The Company was not in compliance with the covenant relating to earnings before
interest, taxes, depreciation and amortization ("EBITDA") for the six months
ended July 31, 2002. On August 27, 2002, the Company received a waiver from its
lenders relating to this EBITDA covenant. The line of credit also includes a
requirement that the Company have no loans and acceptances outstanding for 45
consecutive days each year of the lending agreement. The Company met this
requirement. There was $39.2 million outstanding at July 31, 2002 and no loan
balance outstanding at January 31, 2002 under this agreement.
Notes payable include foreign notes payable by PT Balihides, the Company's
Indonesian subsidiary. The foreign notes payable of approximately $800,000 at
July 31, 2002 and January 31, 2002 represent maximum borrowings under a line of
credit with an Indonesian bank. The loan is secured by the property, plant, and
equipment of the Indonesian subsidiary.
Note 5 -- Accrued Nonrecurring Charges
The accrued nonrecurring charge refers to the reserve associated with the
closure of the Company's domestic factory that was completed by January 31,
1995. The balances of $81,000 at July 31, 2002 and $132,000 at January 31, 2002
relate to the remaining obligation under an operating lease. Based on current
estimates, management believes that existing accruals are adequate. At July 31,
2002, the entire nonrecurring charge is a current liability. Other long-term
liabilities include $27,000 of nonrecurring charges at January 31, 2002.
-8-
Note 6 -- Segments
The Company's reportable segments are business units that offer different
products and are managed separately. The Company operates in two segments,
licensed and non-licensed apparel. The following information is presented for
the three and six month periods indicated below:
THREE MONTHS ENDED JULY 31,
--------------------------------------------
2002 2001
--------------------------------------------
NON- Non-
LICENSED LICENSED Licensed Licensed
-------- -------- -------- --------
Net sales .............................. $ 17,408 $ 22,614 $ 21,389 $ 41,524
Cost of goods sold ..................... 12,499 16,710 15,150 31,148
-------- -------- -------- --------
Gross profit ........................... 4,909 5,904 6,239 10,376
Selling, general and administrative .... 5,681 3,772 4,991 4,036
-------- -------- -------- --------
Operating income (loss) ................ (772) 2,132 1,248 6,340
Interest expense, net .................. 171 225 545 568
-------- -------- -------- --------
Income (loss) before income taxes ...... $ (943) $ 1,907 $ 703 $ 5,772
======== ======== ======== ========
SIX MONTHS ENDED JULY 31,
--------------------------------------------
2002 2001
-------------------- --------------------
NON- Non-
LICENSED LICENSED Licensed Licensed
-------- -------- -------- --------
Net sales .............................. $ 25,768 $ 26,945 $ 29,699 $ 50,381
Cost of goods sold ..................... 19,427 21,570 22,018 38,497
-------- -------- -------- --------
Gross profit ........................... 6,341 5,375 7,681 11,884
Selling, general and administrative .... 9,859 7,108 8,915 7,577
-------- -------- -------- --------
Operating income (loss) ................ (3,518) (1,733) (1,234) 4,307
Interest expense, net .................. 159 362 647 771
-------- -------- -------- --------
Income (loss) before income taxes ...... $ (3,677) $ (2,095) $ (1,881) $ 3,536
======== ======== ======== ========
-9-
ITEM 2 Management's Discussion and Analysis of Financial Condition and
Results of Operations.
---------------------------------------------------------------
Unless the context otherwise requires, "G-III", "us", "we" and "our" refer to
G-III Apparel Group, Ltd. and its subsidiaries. References to fiscal years refer
to the year ended or ending on January 31 of that year.
Statements in this Quarterly Report on Form 10-Q concerning our business outlook
or future economic performance; anticipated revenues, expenses or other
financial items; product introductions and plans and objectives related thereto;
and statements concerning assumptions made or expectations as to any future
events, conditions, performance or other matters, are "forward-looking
statements" as that term is defined under the Federal securities laws.
Forward-looking statements are subject to risks, uncertainties and other factors
which could cause actual results to differ materially from those stated in such
statements. Such risks, uncertainties and factors include, but are not limited
to, reliance on foreign manufacturers, risks of doing business abroad, the
nature of the apparel industry, including changing consumer demand and tastes,
seasonality, customer acceptance of new products, the impact of competitive
products and pricing, dependence on existing management, general economic
conditions, as well as other risks detailed in the Company's filings with the
Securities and Exchange Commission, including this Quarterly Report on Form
10-Q.
RESULTS OF OPERATIONS
Net sales for the three months ended July 31, 2002 were $40.0 million compared
to $62.9 million for the same period last year. The decrease in net sales during
the quarter was attributable to an $18.9 million decrease in sales of
non-licensed apparel and a $4.0 million decrease in sales of licensed apparel.
Net sales for the six months ended July 31, 2002 were $52.7 million compared to
$80.1 million for the same period in the prior year. The decrease in net sales
in the six month period was attributable to a $23.4 million decrease in sales of
non-licensed apparel and a $3.9 million decrease in sales of licensed apparel.
Net sales declined in the three and six month periods ended July 31, 2002 as a
result of the continuation of the trend of customers requiring delivery of goods
closer to selling floor needs.
Gross profit was $10.8 million, or 27.0% of net sales, for the three months
ended July 31, 2002 compared to $16.6 million, or 26.4% of net sales, for the
same period last year. Gross profit was $11.7 million, or 22.2% of net sales,
for the six months ended July 31, 2002 compared to $19.6 million, or 24.4% of
net sales, for the same period last year. The increase in gross profit
percentage for the three month period ended July 31, 2002 resulted from a higher
gross profit percentage in the non-licensed apparel segment, partially offset by
a lower gross profit percentage in the licensed apparel segment and a lower
volume of commission fee income. The gross profit margin percentage was
favorably impacted by a $1.1 million decrease in our inventory reserves in the
non-licensed segment. These reserves were established in the fourth quarter of
fiscal 2002, but were no longer deemed necessary as a result of higher than
anticipated prices on sales of goods that had previously been returned.
Commission fee income, which is primarily generated in the non-licensed apparel
segment, decreased to $850,000 during the three months ended July 31, 2002 from
$1.4 million in the comparable period of the prior year. There is no cost of
goods sold component associated with commission transactions.
-10-
The decrease in gross profit percentage for the six month period ended July 31,
2002 was due primarily to lower regular price spring shipments and deeper
discounts to move excess inventory in the fiscal first quarter, primarily in the
non-licensed apparel segment. In addition, commission fee income decreased to
$870,000 during the six months ended July 31, 2002 from $1.5 million in the
comparable period of the prior year.
Selling, general and administrative expenses for the three months ended July 31,
2002 were $9.5 million compared to $9.0 million in the three months ended July
31, 2001. Selling, general and administrative expenses for the six months ended
July 31, 2002 were $17.0 million compared to $16.5 million for the same period
last year. The increases in both the three and six month periods are the result
of increased expenses in the licensed apparel segment of $800,000 in the three
month period and $1.3 million in the six month period relating to the expansion
of our Sports Licensing business and our new Timberland and Sean John lines.
These increases were partially offset by lower expenses resulting from our
reduction in headcount in October 2001.
Interest expense and finance charges for the three months ended July 31, 2002
were $396,000 compared to $1.1 million in the same period last year. Interest
expense and finance charges for the six month period ended July 31, 2002 were
$521,000 compared to $1.4 million in the same period last year. The decrease in
interest expense in both the three and six month periods resulted primarily from
lower average debt levels as a result of reducing inventory from $83.7 million
at July 31, 2001 to $60.6 million at July 31, 2002 and lower interest rates.
Income tax expense was $388,000 for the three months ended July 31, 2002
compared to $2.6 million in the same period in the prior year. We had an income
tax benefit of $2.2 million for the six months ended July 31, 2002 compared to
an income tax expense of $662,000 in the same period last year. Our effective
tax rate was 40% in each of the three month periods ended July 31, and was 38%
in the six month period ended July 31, 2002 compared to 40% in the same period
last year. The tax rate in the six month period ended July 31, 2002 reflects the
implementation of a strategic tax plan which reduced our effective state income
tax rate.
As a result of the foregoing, for the three months ended July 31, 2002, we had
net income of $576,000, or $0.08 per diluted share, compared to $3.9 million, or
$0.52 per diluted share, for the same period in the prior year. For the six
months ended July 31, 2002, we had a net loss of $3.6 million, or $0.54 per
diluted share, compared to net income of $993,000, or $0.13 per diluted share,
for the same period in the prior year.
LIQUIDITY AND CAPITAL RESOURCES
Our loan agreement, which expires on May 31, 2005, is a collateralized working
capital line of credit with six banks that provides for a maximum line of credit
in amounts that range from $45 million to $85 million at specific times during
the year. The line of credit provides for maximum direct borrowings ranging from
$30 million to $72 million during the year. The unused balance may be used for
letters of credit. Amounts available for borrowing are subject to borrowing base
formulas and overadvances specified in the agreement.
-11-
Direct borrowings under the line of credit bear interest at our option at either
the prevailing prime rate (4.75% as of September 3, 2002) or LIBOR plus 225
basis points (4.07% at September 3, 2002). Our assets collateralize all
borrowings. The loan agreement requires us, among other covenants, to maintain
specified earnings and tangible net worth levels, and prohibits the payment of
cash dividends. We were not in compliance with the covenant relating to earnings
before interest, taxes, depreciation and amortization ("EBITDA") for the six
month period ended July 31, 2002. On August 27, 2002, we received a waiver from
our lenders relating to this covenant.
The amount borrowed under the line of credit varies based on our seasonal
requirements. As of July 31, 2002, direct borrowings were $39.2 million and
contingent liability under open letters of credit was approximately $23.2
million compared to direct borrowings of $62.8 million and contingent liability
under open letters of credit of approximately $13.6 million as of July 31, 2001.
The decrease in borrowings under our credit facility compared to last year
resulted primarily from the decrease in our inventories.
PT Balihides, our Indonesian subsidiary, has a separate credit facility with an
Indonesian bank. There were notes payable outstanding under this facility of
approximately $800,000 as of July 31, 2002 and July 31, 2001. The loan is
secured by the property, plant, and equipment of the Indonesian subsidiary.
EFFECT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No.
13, and Technical Corrections
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
This statement rescinds SFAS No. 4, "Reporting Gains and Losses from
Extinguishment of Debt", and an amendment of that statement, SFAS No. 64,
"Extinguishment of Debt Made to Satisfy Sinking-Fund Requirements." SFAS No. 145
also rescinds SFAS No. 44, "Accounting for Intangible Assets of Motor Carriers."
SFAS No. 145 also amends SFAS No. 13, "Accounting for Leases", to eliminate an
inconsistency between the required accounting for sales-leaseback transactions
and the required accounting for certain lease modifications that have economic
effects that are similar to sale-leaseback transactions. SFAS No. 145 also
amends other existing authoritative pronouncements to make various technical
corrections, clarify meanings or describe their applicability under changed
conditions. We will adopt the provisions of SFAS No. 145 upon its effective date
and are currently assessing the impact it will have on our results of operations
and financial position.
Accounting for Costs Associated with Exit or Disposal Activities
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities," which changes the accounting for costs such
as lease termination costs and certain employee severance costs that are
associated with a restructuring, discontinued operation, plant closing, or other
exit or disposal activity initiated after December 31, 2002. The standard
requires companies to recognize the fair value of costs associated with exit or
disposal activities when they are incurred rather than at the date of a
commitment to an exit or disposal plan. We do not expect the adoption of this
standard to have a material effect on our results of operations and financial
position.
-12-
ITEM 3. SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS
-----------------------------------------------
(a) Our Annual Meeting of Stockholders was held on June 12, 2002.
(b) The following matters were voted on and approved by our
stockholders at the Annual Meeting:
(i) The election of eight directors to serve for the ensuing
year. The following nominees were elected as directors (with
our stockholders having voted as set forth below):
===================== ============== ==============================
NOMINEE VOTES FOR WITHHELD AUTHORITY TO VOTE
--------------------- -------------- ------------------------------
Morris Goldfarb 6,538,960 10,510
--------------------- -------------- ------------------------------
Aron Goldfarb 6,547,160 2,310
--------------------- -------------- ------------------------------
Lyle Berman 6,547,160 2,310
--------------------- -------------- ------------------------------
Thomas J. Brosig 6,545,060 4,410
--------------------- -------------- ------------------------------
Alan Feller 6,547,060 2,410
--------------------- -------------- ------------------------------
Carl Katz 6,547,060 2,410
--------------------- -------------- ------------------------------
Willem van Bokhorst 6,547,060 2,410
--------------------- -------------- ------------------------------
George J. Winchell 6,547,060 2,410
===================== ============== ==============================
(ii) The ratification of the appointment of Ernst & Young LLP as
our independent certified public accountants for the fiscal
year ending January 31, 2003. Our stockholders voted as
follows:
FOR: 6,547,525
AGAINST: 940
ABSTENTIONS: 1,005
BROKER NON-VOTES: 0
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
99.1 Certification pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
-13-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
G-III APPAREL GROUP, LTD.
(Registrant)
Date: September 12, 2002 By: /s/ Morris Goldfarb
-------------------------------------
Morris Goldfarb
Chief Executive Officer
Date: September 12, 2002 By: /s/ Wayne Miller
-------------------------------------
Wayne S. Miller
Chief Financial Officer
CERTIFICATIONS
I, Morris Goldfarb, certify that:
1. I have reviewed this quarterly report on Form 10-Q of G-III Apparel
Group, Ltd.;
2. Based on my knowledge, this quarterly 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 quarterly report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report.
Date: September 12, 2002
/s/ Morris Goldfarb
-----------------------------------------
Morris Goldfarb
Chief Executive Officer
I, Wayne S. Miller, certify that:
1. I have reviewed this quarterly report on Form 10-Q of G-III Apparel
Group, Ltd.;
2. Based on my knowledge, this quarterly 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 quarterly report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report.
Date: September 12, 2002
/s/ Wayne Miller
-----------------------------------------
Wayne S. Miller
Chief Financial Officer