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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 April 30, 2005
-------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
--------------------- ----------------------
Commission File Number 0-18183
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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
------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(212) 403-0500
------------------------------------------------------------
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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 [ ]
Indicate by checkmark if the registrant is an accelerated filer (as defined in
Rule 12b-2 of the Act).
Yes [ ] No [X]
As of June 1, 2005, there were 7,289,198 common shares outstanding.
<TABLE>
Part I FINANCIAL INFORMATION Page No.
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets -
April 30, 2005, April 30, 2004 and January 31, 2005 ..............................3
Condensed Consolidated Statements of Operations -
For the Three Months Ended April 30, 2005 and 2004................................4
Condensed Consolidated Statements of Cash Flows -
For the Three Months Ended April 30, 2005 and 2004................................5
Notes to Condensed Consolidated Financial Statements......................................6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.............................................9
Item 3. Quantitative and Qualitative Disclosures About Market Risk.................................12
Item 4. Controls and Procedures....................................................................12
Part II OTHER INFORMATION
Item 6. Exhibits...................................................................................13
</TABLE>
2
ITEM 1. FINANCIAL STATEMENTS
G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
------------------------------------------
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
<TABLE>
APRIL 30, APRIL 30, JANUARY 31,
2005 2004 2005
---- ---- ----
(unaudited) (unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $22,685 $ 15,731 $ 16,574
Accounts receivable, net of allowance for doubtful accounts and
sales discounts of $3,943, $5,647 and $6,690, respectively 7,788 10,155 24,783
Inventories, net 22,625 26,588 24,108
Income taxes receivable 3,686 2,382 -
Deferred income taxes 3,357 5,895 3,357
Prepaid expenses and other current assets 7,267 4,783 3,887
--------- -------- --------
Total current assets 67,408 65,534 72,709
PROPERTY, PLANT AND EQUIPMENT, NET 2,247 1,842 2,350
DEFERRED INCOME TAXES 2,050 1,940 2,050
OTHER ASSETS 3,161 4,059 3,486
--------- -------- --------
$74,866 $ 73,375 $ 80,595
========= ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable $770 $ 770 $ 770
Current maturities of obligations under capital leases 199 52 202
Income taxes payable - 104
Accounts payable 6,766 7,351 6,565
Accrued expenses 4,046 4,179 5,200
--------- -------- --------
Total current liabilities 11,781 12,352 12,841
--------- -------- --------
LONG-TERM LIABILITIES 774 247 824
--------- -------- --------
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; 20,000,000 shares authorized; 7,532,115,
7,402,815 and 7,521,915 shares issued,
respectively 75 74 75
Additional paid-in capital 28,314 27,651 28,275
Accumulated other comprehensive income 61 51 50
Retained earnings 34,831 33,970 39,500
--------- -------- --------
63,281 61,746 67,900
Less common stock held in treasury - 244,817
shares at cost (970) (970) (970)
--------- -------- --------
62,311 60,776 66,930
--------- -------- --------
$74,866 $ 73,375 $ 80,595
========= ======== ========
</TABLE>
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)
<TABLE>
THREE MONTHS ENDED APRIL 30,
----------------------------
(Unaudited)
2005 2004
---- ----
Net sales $13,767 $ 16,498
Cost of goods sold 12,852 14,759
--------- ---------
Gross profit 915 1,739
Selling, general and administrative expenses 9,103 10,134
--------- ---------
Operating loss (8,188) (8,395)
Interest and financing charges, net 3 73
--------- ---------
Loss before income taxes (8,191) (8,468)
Income tax benefit (3,522) (3,641)
--------- ---------
Net loss $(4,669) $ (4,827)
========= =========
LOSS PER COMMON SHARE:
Basic and Diluted:
Net loss per common share $ (0.64) $ (0.68)
========= =========
Weighted average number of shares outstanding 7,285,000 7,119,000
========= =========
</TABLE>
The accompanying notes are an integral part of these statements.
4
G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
THREE MONTHS ENDED APRIL 30,
----------------------------
(Unaudited)
-----------
2005 2004
-------- --------
Cash flows from operating activities
Net loss $ (4,669) $ (4,827)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities
Depreciation and amortization 300 312
Changes in operating assets and liabilities:
Accounts receivable 16,995 9,149
Inventories, net 1,483 1,773
Income taxes, net (3,790) (4,041)
Prepaid expenses and other current assets (3,380) (1,855)
Other assets 325 47
Accounts payable and accrued expenses (953) (1,131)
-------- --------
Net cash provided by (used in) operating activities 6,311 (573)
-------- --------
Cash flows from investing activities
Capital expenditures (197) (64)
-------- --------
Net cash used in investing activities (197) (64)
-------- --------
Cash flows from financing activities
Payments for capital lease obligations (53) (35)
Proceeds from exercise of stock options 39 327
-------- --------
Net cash provided by (used in) financing activities (14) 292
-------- --------
Effect of exchange rate changes on cash and cash equivalents 11 4
-------- --------
Net increase (decrease) in cash and cash equivalents 6,111 (341)
Cash and cash equivalents at beginning of period 16,574 16,072
-------- --------
Cash and cash equivalents at end of period $ 22,685 $ 15,731
======== ========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 101 $ 179
Income taxes $ 278 $ 385
</TABLE>
The accompanying notes are an integral part of these statements.
5
G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
------------------------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - General Discussion
- ---------------------------
As used in these financial statements, the term "Company" refers to G-III
Apparel Group, Ltd. and its majority-owned subsidiaries. The results for the
three month period ended April 30, 2005 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.
Certain amounts in the Condensed Consolidated Statements of Operations for April
30, 2004 have been reclassified to conform to the current period presentation.
The Company consolidates the accounts of all its wholly-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
10-K filed with the Securities and Exchange Commission for the year ended
January 31, 2005.
Note 2 - Effects of Recently Issued Accounting Pronouncements
- -------------------------------------------------------------
In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 123 (Revised 2004), "Share-based Payment" that will require the Company to
expense costs related to share-based payment transactions with employees. With
limited exceptions, SFAS No. 123(R) requires that the fair value of share-based
payments to employees be expensed over the period service is received. The
Company is currently evaluating the requirements and impact of SFAS No. 123 (R)
on the Company's Consolidated financial statements. We believe the pro forma
disclosures in Note 5 - Stock-Based Compensation provide an appropriate
short-term indicator as to the level of expense that will be recognized in
accordance with SFAS No. 123(R). SFAS No. 123(R) becomes effective for the
Company on February 1, 2006.
In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an amendment
of ARB No. 43, Chapter 4." SFAS No. 151 requires certain abnormal expenditures
to be recognized as expenses in the current period. It also requires that the
amount of fixed production overhead allocated to inventory be based on the
normal capacity of the production facility. The standard is effective for fiscal
years beginning on or after January 1, 2006. We do not expect SFAS No. 151 to
have a material effect on the Company's Consolidated Financial Statements.
6
Note 3 - Inventories
- --------------------
Inventories consist of:
<TABLE>
APRIL 30, April 30, January 31,
2005 2004 2005
--------- --------- ---------
(in thousands)
Finished goods $ 18,358 $ 18,995 $ 20,761
Work-in-process 638 618 83
Raw materials 3,629 6,975 3,264
--------- --------- ---------
$ 22,625 $ 26,588 $ 24,108
========= ========= =========
</TABLE>
Note 4 - Net Loss per Common Share
- ----------------------------------
Basic net loss per share has 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 potential dilutive common shares, consisting of stock options,
outstanding during the period.
Note 5 - Stock-Based Compensation
- ---------------------------------
The Company has granted stock options for a fixed number of shares to employees
and directors with an exercise price equal to or greater than the market price
of the shares at the date of grant. The Company has adopted the disclosure-only
provision of Statement of Financial Accounting Standards ("SFAS") No. 123,
"Accounting for Stock-Based Compensation," which permits the Company to account
for stock option grants in accordance with Accounting Principles Board ("APB")
Opinion No. 25, "Accounting for Stock Issued to Employees." Accordingly, the
Company recognizes no compensation expense for the stock option grants.
Pro forma disclosures, as required by SFAS No. 148, "Accounting for Stock Based
Compensation - Transition and Disclosure," are computed as if the Company
recorded compensation expense based on the fair value for stock-based awards at
grant date. The following pro forma information includes the effects of these
options:
<TABLE>
Three Months ended April 30,
2005 2004
------- -------
(in thousands,
except per share amounts)
Net loss - as reported $(4,669) $(4,827)
Deduct: Stock-based employee compensation
expense determined under fair value method,
net of related tax effects 74 86
------- -------
Pro forma net loss $(4,743) $(4,913)
======= =======
Loss per share:
Basic and diluted - as reported $ (0.64) $ (0.68)
Basic and diluted - adjusted $ (0.65) $ (0.69)
</TABLE>
7
Note 6 - Notes Payable
- ----------------------
The Company's domestic loan agreement, which expires on May 31, 2008, is a
collateralized working capital line of credit with six banks that provides for
an aggregate maximum line of credit in amounts that range from $35 million to
$110 million at specific times during the year. The line of credit provides for
maximum direct borrowings ranging from $25 million to $75 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 over advances as
specified in the agreement. The line of credit 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 no
balance outstanding at April 30, 2005, January 31, 2005 or April 30, 2004 under
this agreement.
Notes payable also includes a foreign note payable by PT Balihides, the
Company's inactive Indonesian subsidiary.
Note 7 - Closing of Manufacturing Facility
- ------------------------------------------
The unpaid portion of the non-recurring charge associated with the closing of
our Indonesian manufacturing facility in December 2002 are included in "Accrued
expenses" in the accompanying Consolidated Balance Sheets. The balance in the
reserve at April 30, 2005 and January 31, 2005 is $405,000 and $411,000,
respectively, and represent accrued expenses, severance and other miscellaneous
costs. Based on current estimates, management believes that existing accruals
are adequate.
Note 8 - 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-month periods indicated below:
<TABLE>
THREE MONTHS ENDED APRIL 30,
----------------------------
2005 2004
---- ----
NON- Non-
LICENSED LICENSED Licensed Licensed
-------- -------- -------- --------
Net sales $ 11,512 $ 2,255 $ 14,261 $ 2,237
Cost of goods sold 10,075 2,777 11,965 2,794
-------- -------- -------- --------
Gross profit 1,437 (522) 2,296 (557)
Selling, general and administrative 6,293 2,810 7,402 2,732
-------- -------- -------- --------
Operating loss (4,856) (3,332) (5,106) (3,289)
Interest expense, net 2 1 43 30
-------- -------- -------- --------
Loss before income taxes $ (4,858) $ (3,333) $ (5,149) $ (3,319)
======== ======== ======== ========
</TABLE>
8
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 matter, 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,
reliance on licensed product, 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.
OVERVIEW
G-III designs, manufactures, imports and markets an extensive range of outerwear
and sportswear including coats, jackets, pants, skirts, handbags and other
sportswear items under licensed labels, our own proprietary labels and private
retail labels. Our products are distributed through a broad mix of retail
partners at a variety of price points. We sell to approximately 3,000 retail
customers in the United States, including most major department stores, mass
merchants and specialty retail stores.
We operate our business in two segments, licensed apparel and non-licensed
apparel. The licensed apparel segment includes sales of apparel brands licensed
by us from third parties. The non-licensed apparel segment includes sales of
apparel under our own brands and private label brands, as well as commission fee
income received on sales that are financed by and shipped directly to our
customers.
The sale of licensed product has been a key element of our business strategy for
many years. As part of this strategy, we are continually adding new fashion and
sports apparel licenses and are continuously seeking new licensing
opportunities. We believe that consumers prefer to buy brands they know and we
have sought licenses that would increase the portfolio of name brands we can
offer through different tiers of retail distribution and at a variety of price
points. In March 2005, we entered into a license agreement through January 31,
2009 to manufacture a young, contemporary women's outerwear line for House of
Dereon, a brand by the entertainer, Beyonce Knowles. In April 2005, we entered
into a license agreement through January 31, 2009 with Trump Marks, LLC, a brand
by Donald Trump, to manufacture outerwear, activewear and headwear.
9
RESULTS OF OPERATIONS
Historically, we have our lowest net sales during our first fiscal quarter. Net
sales for the three months ended April 30, 2005 decreased to $13.8 million from
$16.5 million in the same period last year. Net sales of licensed apparel
decreased $2.8 million to $11.5 million from $14.3 compared to the same quarter
last year, primarily as a result of decreased sales of fashion sports apparel
($4.2 million) partially offset by increased sales in our core sports products
($1.4 million). Net sales of our non-licensed apparel were approximately the
same for both periods.
Gross profit decreased to $915,000, or 6.6% of net sales, for the three month
period ended April 30, 2005 from $1.7 million, or 10.5% of net sales, in the
same period last year. Gross profit as a percentage of net sales decreased
primarily due to fewer regular priced shipments as a result of the decrease in
sales of our fashion sports apparel and the impact of spreading comparable fixed
costs over lower sales volume. The decrease in the gross profit percentage for
sales of licensed apparel from 16.1% in the prior period to 12.5% in the current
period was also primarily the result of the impact of spreading comparable fixed
costs over lower sales volume. The gross profit amounts and percentages in our
non-licensed segment were comparable for both periods.
Selling, general and administrative expenses decreased to $9.1 million in the
three-month period ended April 30, 2005 from $10.1 million in the same period
last year. The decrease is primarily the result of decreased advertising and
promotional expenses ($400,000), a reduction in our third party warehousing
costs ($200,000) and a reduction in our bad debt expense ($200,000). Advertising
and promotional expenses decreased primarily due to lower trade show expenses
and a decrease in advertising purchased by us. Third party warehousing expense
decreased due to shipping less units. Bad debt expense was favorably impacted by
the improvement in our accounts receivable as a result of our continued focus on
collecting slower paying accounts.
Interest and finance charges, net for the three-month period ended April 30,
2005 were $3,000 compared to $73,000 for the comparable period last year.
Interest expense decreased primarily due to interest income increasing in the
three months ended April 30, 2005 over the prior comparable period due to higher
average cash balances during the quarter and slightly higher investment returns.
Income tax benefit for the three months ended April 30, 2005 was $3.5 million
compared to $3.6 million in the comparable period last year. Both periods
reflect an estimated effective tax rate of approximately 43.0%.
LIQUIDITY AND CAPITAL RESOURCES
Our primary cash requirements are to fund our seasonal build up in inventories
and accounts receivable, primarily during the second and third fiscal quarters
each year. Due to the seasonality of our business, we generally reach our
maximum borrowing under our asset-based credit facility during our third fiscal
quarter.
10
Our loan agreement, which was extended to May 31, 2008 during the quarter ended
April 30, 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 $35
million to $110 million at specific times during the year. The line of credit
provides for maximum direct borrowings ranging from $25 million to $75 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 over-advances
as specified in the agreement.
Direct borrowings under the line of credit bear interest at our option at either
the prevailing prime rate (6.0% as of June 1, 2005) or LIBOR plus 225 basis
points (5.6% at June 1, 2005). Our assets collateralize all borrowings. The loan
agreement requires us, among other covenants, to maintain specified earnings and
tangible net worth levels, and limits payments for cash dividends and stock
buybacks to an aggregate of $1.7 million over the term of the agreement without
the consent of our lenders.
The amount borrowed under the line of credit varies based on our seasonal
requirements. As of April 30, 2005 and 2004, there were no direct borrowings and
no banker's acceptances outstanding. Our contingent liability under open letters
of credit was approximately $14.1 million at April 30, 2005 compared to
approximately $13.4 million as of April 30, 2004.
PT Balihides, our Indonesian subsidiary, had a separate credit facility with an
Indonesian bank. In December 2002, we closed the manufacturing facility operated
by this subsidiary. The notes payable under this facility represent borrowings
as of April 30, 2005 of approximately $770,000. The loan is collateralized by
the property, plant, and equipment of this subsidiary. No other G-III entity has
guaranteed this loan. We continue to be in discussions with the bank regarding
settlement of this debt.
For the period ended April 30, 2005, we incurred no direct borrowings. We had
cash and cash equivalents of $22.7 million as of April 30, 2005. During the
quarter, we generated $6.3 million of cash from operating activities, resulting
primarily from a decrease in our accounts receivable of $17.0 million, offset in
part by our net loss of $4.7 million, an increase in our income tax receivable
of $3.8 million and an increase in our prepaid expenses of $3.4 million. The
decrease in accounts receivable in the quarter resulted primarily from the
collection of accounts receivable in excess of additional sales, which is
consistent with our seasonal pattern in prior years. The increase in prepaid
expenses is primarily a result of prepaid royalties and our prepaid sample
activity for the upcoming fall season. Cash flows from investing and financing
activities were not significant.
CRITICAL ACCOUNTING POLICIES
Our discussion of results of operations and financial condition relies on our
consolidated financial statements that are prepared based on certain critical
accounting policies that require management to make judgments and estimates that
are subject to varying degrees of uncertainty. We believe that investors need to
be aware of these policies and how they impact our financial statements as a
whole, as well as our related discussion and analysis presented herein. While we
believe that these accounting policies are based on sound measurement criteria,
actual future events can and often do result in outcomes that can be materially
different from these estimates or forecasts. The accounting policies and related
risks described in our Annual Report on Form 10-K for the year ended January 31,
2005 are those that depend most heavily on these judgments and estimates. As of
April 30, 2005, there have been no material changes to any of these critical
accounting policies.
11
EFFECTS OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 123 (Revised 2004), "Share-based Payment" that will require us to expense
costs related to share-based payment transactions with employees. With limited
exceptions, SFAS No. 123(R) requires that the fair value of share-based payments
to employees be expensed over the period service is received. SFAS No. 123(R)
becomes effective for us on February 1, 2006.
We believe the pro forma disclosures in Note 5 - Stock-Based Compensation to the
accompanying financial statements provide an appropriate short-term indicator as
to the level of expense that will be recognized in accordance with SFAS No.
123(R).
In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an amendment
of ARB No. 43, Chapter 4." SFAS No. 151 requires certain abnormal expenditures
to be recognized as expenses in the current period. It also requires that the
amount of fixed production overhead allocated to inventory be based on the
normal capacity of the production facility. The standard is effective for fiscal
years beginning on or after January 1, 2006. We do not expect SFAS No. 151 to
have a material effect on the Company's Consolidated Financial Statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There are no material changes to the disclosure made with respect to these
matters in our Annual Report on Form 10-K for the year ended January 31, 2005.
ITEM 4. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, our management, including
the Chief Executive Officer and Chief Financial Officer, carried out an
evaluation of the effectiveness of the design and operation of the Company's
disclosure controls and procedures. Based on that evaluation, the Company's
Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures are effective in alerting them to material
information, on a timely basis, required to be included in our periodic SEC
filings. During our last fiscal quarter, there were no changes in our internal
control over financial reporting that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
12
ITEM 6. EXHIBITS
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 Quarterly Report on Form 10-Q for
the fiscal quarter ended April 30, 2005.
31.2 Certification by Wayne S. Miller, 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 Quarterly Report on Form 10-Q for
the fiscal quarter ended April 30, 2005.
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 Quarterly Report on Form 10-Q for
the fiscal quarter ended April 30, 2005.
32.2 Certification by Wayne S. Miller, 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 Quarterly Report on Form 10-Q for
the fiscal quarter ended April 30, 2005.
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: June 8, 2005 By: /s/ Morris Goldfarb
----------------------------------
Morris Goldfarb
Chief Executive Officer
Date: June 8, 2005 By: /s/ Wayne S. Miller
---------------------------------
Wayne S. Miller
Chief Financial Officer
14