Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Oct. 31, 2018 | Dec. 03, 2018 | |
Document And Entity Information Abstract | ||
Entity Registrant Name | G III APPAREL GROUP LTD /DE/ | |
Entity Central Index Key | 821,002 | |
Trading Symbol | giii | |
Current Fiscal Year End Date | --01-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock Shares Outstanding | 49,355,587 | |
Document Type | 10-Q | |
Document Period End Date | Oct. 31, 2018 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,019 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Oct. 31, 2018 | Jan. 31, 2018 | Oct. 31, 2017 | ||
Current assets | |||||
Cash and cash equivalents | $ 66,080 | $ 45,776 | $ 68,229 | ||
Accounts receivable, net of allowance for doubtful accounts | 819,636 | 294,430 | [1] | 601,179 | [1] |
Inventories | 616,162 | 553,323 | 592,822 | ||
Prepaid income taxes | 15,058 | ||||
Prepaid expenses and other current assets | 82,933 | 51,014 | 34,841 | ||
Total current assets | 1,584,811 | 959,601 | 1,297,071 | ||
Investments in unconsolidated affiliates | 67,874 | 62,422 | 60,642 | ||
Property and equipment, net | 89,658 | 97,857 | 98,522 | ||
Other assets, net | 35,109 | 32,478 | 33,883 | ||
Other intangibles, net | 43,409 | 46,405 | 47,076 | ||
Deferred income tax assets, net | 28,336 | 11,439 | 16,169 | ||
Trademarks | 440,505 | 442,265 | 441,490 | ||
Goodwill | 261,366 | 262,710 | 264,200 | ||
Total assets | 2,551,068 | 1,915,177 | 2,259,053 | ||
Current liabilities | |||||
Income tax payable | 25,194 | 19,748 | 22,949 | ||
Accounts payable | 224,826 | 232,364 | 216,860 | ||
Accrued expenses | 137,878 | 95,055 | 128,891 | ||
Customer refund liabilities | 235,400 | ||||
Total current liabilities | 623,298 | 347,167 | 368,700 | ||
Notes payable, net of discount and unamortized issuance costs | 694,277 | 391,044 | 726,608 | ||
Deferred income tax liabilities, net | 15,276 | 15,888 | 16,325 | ||
Other non-current liabilities | 37,262 | 40,389 | 40,488 | ||
Total liabilities | 1,370,113 | 794,488 | 1,152,121 | ||
Stockholders' Equity | |||||
Preferred stock; 1,000 shares authorized; no shares issued | |||||
Common stock - $0.01 par value; 120,000 shares authorized; 49,356, 49,219 and 49,196 shares issued, respectively | 264 | 245 | 247 | ||
Additional paid-in capital | 461,457 | 451,844 | 447,555 | ||
Accumulated other comprehensive loss | (15,566) | (5,522) | (15,499) | ||
Retained earnings | 734,800 | 674,542 | 675,084 | ||
Common stock held in treasury, at cost - 0, 106 and 115 shares, respectively | (420) | (455) | |||
Total stockholders' equity | 1,180,955 | 1,120,689 | 1,106,932 | ||
Total liabilities and stockholders' equity | $ 2,551,068 | $ 1,915,177 | $ 2,259,053 | ||
[1] | Also, net of accrued returns and sales discounts |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares shares in Thousands | Oct. 31, 2018 | Jan. 31, 2018 | Oct. 31, 2017 |
Statement Of Financial Position [Abstract] | |||
Preferred stock, shares authorized | 1,000 | 1,000 | 1,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 120,000 | 120,000 | 120,000 |
Common stock, shares issued | 49,356 | 49,219 | 49,196 |
Treasury stock, shares | 0 | 106 | 115 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2018 | Oct. 31, 2017 | |||
Income Statement [Abstract] | ||||||
Net sales | $ 1,072,982 | $ 1,024,993 | [1] | $ 2,309,423 | $ 2,092,040 | [1] |
Cost of goods sold | 690,882 | 633,897 | [2] | 1,461,252 | 1,296,239 | [2] |
Gross profit | 382,100 | 391,096 | 848,171 | 795,801 | ||
Selling, general and administrative expenses | 232,052 | 242,740 | 632,983 | 636,000 | ||
Depreciation and amortization | 10,033 | 6,906 | 28,868 | 27,480 | ||
Operating profit | 140,015 | 141,450 | 186,320 | 132,321 | ||
Other income (loss) | 176 | (2,072) | (303) | (2,935) | ||
Interest and financing charges, net | (12,323) | (11,431) | (32,153) | (31,266) | ||
Income before income taxes | 127,868 | 127,947 | 153,864 | 98,120 | ||
Income tax expense | 33,843 | 46,322 | 39,877 | 35,454 | ||
Net income | $ 94,025 | $ 81,625 | $ 113,987 | $ 62,666 | ||
Basic: | ||||||
Net income per common share (in dollars per share) | $ 1.91 | $ 1.67 | $ 2.32 | $ 1.29 | ||
Weighted average number of shares outstanding (in shares) | 49,231 | 48,846 | 49,176 | 48,729 | ||
Diluted: | ||||||
Net income per common share (in dollars per share) | $ 1.86 | $ 1.65 | $ 2.26 | $ 1.27 | ||
Weighted average number of shares outstanding (in shares) | 50,494 | 49,528 | 50,345 | 49,410 | ||
Net income | $ 94,025 | $ 81,625 | $ 113,987 | $ 62,666 | ||
Other comprehensive income: | ||||||
Foreign currency translation adjustments | (1,979) | 4,182 | (10,044) | 12,223 | ||
Other comprehensive income (loss) | (1,979) | 4,182 | (10,044) | 12,223 | ||
Comprehensive income | $ 92,046 | $ 85,807 | $ 103,943 | $ 74,889 | ||
[1] | Certain reclassifications have been made between the wholesale operations segment and the elimination column as a result of sales eliminations within the wholesale operations segment being misclassified as inter-segment eliminations. | |||||
[2] | Certain reclassifications have been made as a result of the Company’s reclassifying the impact of certain components of foreign currency gain (loss) from cost of goods sold and interest expense to other income. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 31, 2018 | Oct. 31, 2017 | |
Cash flows from operating activities | ||
Net income | $ 113,987 | $ 62,666 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation and amortization | 28,868 | 27,480 |
Loss on disposal of fixed assets | 154 | 2,832 |
Dividend received from equity investment | 1,470 | |
Equity loss in unconsolidated affiliates | 1,421 | 540 |
Share-based compensation | 14,876 | 15,362 |
Deferred financing charges and debt discount amortization | 7,481 | 8,185 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (525,331) | (336,818) |
Inventories | (63,312) | (108,284) |
Income taxes, net | 20,507 | 29,573 |
Prepaid expenses and other current assets | (33,958) | 12,314 |
Other assets, net | (4,569) | 8,455 |
Customer refund liabilities | 168,954 | |
Accounts payable, accrued expenses and other liabilities | 33,345 | 32,103 |
Net cash used in operating activities | (236,107) | (245,592) |
Cash flows from investing activities | ||
Capital expenditures | (19,516) | (21,428) |
Investment in unconsolidated affiliate | (9,951) | (49) |
Net cash used in investing activities | (29,467) | (21,477) |
Cash flows from financing activities | ||
Repayment of borrowings - revolving facility | (1,454,510) | (1,242,194) |
Proceeds from borrowings - revolving facility | 1,752,106 | 1,500,721 |
Proceeds from exercise of equity awards | 56 | 1,532 |
Taxes paid for net share settlements | (4,843) | (6,114) |
Net cash provided by financing activities | 292,809 | 253,945 |
Foreign currency translation adjustments | (6,931) | 1,396 |
Net increase (decrease) in cash and cash equivalents | 20,304 | (11,728) |
Cash and cash equivalents at beginning of period | 45,776 | 79,957 |
Cash and cash equivalents at end of period | 66,080 | 68,229 |
Cash payments: | ||
Interest, net | 26,071 | 24,664 |
Income tax payments, net | $ 20,041 | $ 4,564 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Oct. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 1 – Basis of Presentation As used in these financial statements, the term “Company” or “G-III” refers to G-III Apparel Group, Ltd. and its subsidiaries. The Company designs, sources and markets an extensive range of apparel, including outerwear, dresses, sportswear, swimwear, women’s suits and women’s performance wear, as well as women’s handbags, footwear, small leather goods, cold weather accessories and luggage. The Company also operates retail stores and licenses several of its proprietary brands under various product categories. The Company consolidates the accounts of all its wholly-owned subsidiaries. KL North America BV (“KLNA”) and Fabco Holding B.V. (“Fabco”) are Dutch limited liability companies that are joint ventures 49% owned by the Company. Karl Lagerfeld Holding B.V. (“KLH”) is a Dutch limited liability company that is 19% owned by the Company. These investments are accounted for using the equity method of accounting. All material intercompany balances and transactions have been eliminated. Vilebrequin International SA (“Vilebrequin”), a Swiss corporation that is wholly-owned by the Company, KLNA, Fabco and KLH report results on a calendar year basis rather than on the January 31 fiscal year basis used by the Company. Accordingly, the results of Vilebrequin, KLNA, Fabco and KLH are, and will be, included in our financial statements for the quarter ended or ending closest to G-III’s fiscal quarter. For example, with respect to our results for the nine-month period ended October 31, 2018, the results of Vilebrequin, KLNA, Fabco and KLH are included for the nine-month period ended September 30, 2018. The Company’s retail operations segment uses a 52/53‑week fiscal year. The Company’s three and nine-month periods ended October 31, 2018 and 2017 were a 13‑week fiscal quarter and a 39‑week fiscal period, respectively, for both periods for the retail operations segment. For fiscal 2019 and 2018, the three and nine month periods for the retail operations segment ended on November 3, 2018 and October 28, 2017, respectively. The results for the three and nine-month periods ended October 31, 2018 are not necessarily indicative of the results expected for the entire fiscal year, given the seasonal nature of the Company’s business. The accompanying financial statements included herein are unaudited. All adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of the financial position, results of operations and cash flows for the interim period presented have been reflected. The accompanying financial statements should be read in conjunction with the financial statements and notes included in the Company’s Annual Report on Form 10‑K for the fiscal year ended January 31, 2018 filed with the Securities and Exchange Commission (the “SEC”). Assets and liabilities of the Company’s foreign operations, where the functional currency is not the U.S. Dollar (reporting currency), are translated from foreign currency into U.S. dollars at period-end rates, while income and expenses are translated at the weighted-average exchange rates for the period. The related translation adjustments are reflected as a foreign currency translation adjustment in accumulated other comprehensive income within stockholders’ equity. Certain reclassifications have been made to the Condensed Consolidated Statements of Income and Comprehensive Income as a result of the Company’s reclassifying the impact of certain components of foreign currency gain (loss) from cost of goods sold and interest expense to other income (loss). |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Oct. 31, 2018 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | Note 2 – Revenue Recognition On February 1, 2018, the Company adopted Accounting Standard Codification Topic 606 (“ASC 606”) using the modified retrospective method as of January 31, 2018. The Company recognized a cumulative effect adjustment to the opening balance of stockholders’ equity at February 1, 2018 that reduced stockholders’ equity by $53.7 million, net of tax, as a result of the adoption of ASC 606. Prospectively, the adoption of ASC 606 primarily affects the timing of recognition of certain adjustments that are recorded in net sales for the wholesale operations segment. Under ASC 606, revenue is recognized upon the transfer of goods to customers in an amount that reflects the expected consideration to be received in exchange for these goods. The difference between the amount initially billed and the amount collected represents variable consideration. Variable consideration includes trade discounts, end of season markdowns, sales allowances, cooperative advertising, return liabilities and other customer allowances. Under ASC 606, the Company estimates the anticipated variable consideration and records this estimate as a reduction of revenue in the period the related product revenue is recognized. Prior to adopting ASC 606, certain components of variable consideration were recorded at a later date when the liability was known or incurred. The adoption of ASC 606 also resulted in prospectively changing the presentation of certain items on the Condensed Consolidated Balance Sheets and the Condensed Consolidated Statements of Income and Comprehensive Income. Under the prior guidance, the liability recorded in connection with variable consideration was recorded as a reduction to accounts receivable. With the adoption of ASC 606, these amounts have been classified as a current liability under “Customer refund liabilities” in the Condensed Consolidated Balance Sheet. Additionally, the Company now classifies cooperative advertising as a reduction of net sales in the Condensed Consolidated Statements of Income and Comprehensive Income. Previously, cooperative advertising was recorded in selling, general and administrative expenses. ASC 606 requires that costs expected to be incurred when products are returned should be accrued for upon the sale of the product as a component of cost of goods sold. These restocking costs were previously recognized when incurred and recorded in selling, general and administrative expenses. The following tables summarize the impact of adopting ASC 606 on the Company’s Condensed Consolidated Balance Sheet as of October 31, 2018 and the Company’s Condensed Consolidated Statements of Income and Comprehensive Income for the three and nine months ended October 31, 2018: October 31, 2018 (In thousands) As Reported Without Adoption Impact of Adoption Assets Accounts receivable $ 819,636 $ 646,333 $ 173,303 Inventories 616,162 653,664 (37,502) Prepaid expenses and other current assets 82,933 48,991 33,942 Deferred income tax assets, net 28,336 11,792 16,544 Liabilities Accrued expenses 137,878 136,627 1,251 Customer refund liabilities 235,400 — 235,400 Equity Retained earnings 734,800 785,164 (50,364) For the three months ended October 31, 2018 (In thousands, except per share amounts) As Reported Without Adoption Impact of Adoption Net sales $ 1,072,982 $ 1,081,879 $ (8,897) Cost of goods sold 690,882 690,367 515 Selling, general and administrative expenses 232,052 240,916 (8,864) Operating profit 140,015 140,563 (548) Income tax expense 33,843 34,039 (196) Net income 94,025 94,377 (352) Net income per common share Basic 1.91 1.92 (0.01) Diluted 1.86 1.87 (0.01) For the nine months ended October 31, 2018 (In thousands, except per share amounts) As Reported Without Adoption Impact of Adoption Net sales $ 2,309,423 $ 2,322,675 $ (13,252) Cost of goods sold 1,461,252 1,458,494 2,758 Selling, general and administrative expenses 632,983 653,602 (20,619) Operating profit 186,320 181,711 4,609 Income tax expense 39,877 38,632 1,245 Net income 113,987 110,623 3,364 Net income per common share Basic 2.32 2.25 0.07 Diluted 2.26 2.20 0.06 The adoption of ASC 606 had no net impact on the Company’s cash flows from operations. Disaggregation of Revenue In accordance with ASC 606, the Company elected to disclose its revenues by segment. Each segment presents its own characteristics with respect to the timing of revenue recognition and the type of customer. In addition, disaggregating revenues using a segment basis is consistent with how the Company’s Chief Operating Decision Maker manages the Company. The Company identified the wholesale operations segment and the retail operations segment as distinct sources of revenue. Wholesale Operations Segment. Wholesale revenues include sales of products to retailers under owned, licensed and private label brands, as well as sales related to the Vilebrequin business. Wholesale revenues also include revenues from license agreements related to trademarks owned by the DKNY, Donna Karan, G.H. Bass, Andrew Marc and Vilebrequin businesses. Wholesale revenues are recognized when control transfers to the customer. The Company considers control to have been transferred when the Company has transferred physical possession of the product, the Company has a right to payment for the product, the customer has legal title to the product and the customer has the significant risks and rewards of the product. Wholesale revenues are adjusted by variable considerations arising from implicit or explicit obligations. As of October 31, 2018, revenues from license agreements represented an insignificant portion of wholesale revenues. Retail Operations Segment. Retail store revenues are generated by direct sales to consumers through company-operated stores and product sales through the Company’s owned websites for the DKNY, Donna Karan, Wilsons, G.H. Bass, Andrew Marc and Karl Lagerfeld Paris businesses. Retail stores primarily consist of Wilsons Leather, G.H. Bass and DKNY retail stores, substantially all of which are operated as outlet stores. Retail operations segment revenues are recognized at the point of sale when the customer takes possession of the goods and tenders payment. E-commerce revenues primarily consist of sales to consumers through the Company’s e-commerce platforms. E-commerce revenue is recognized when a customer takes possession of the goods. Retail sales are recorded net of applicable sales tax. Variable Consideration . The difference between the amount initially billed and the amount collected represents variable consideration. The Company may provide customers with discounts, rebates, credit returns and price reductions. The Company may also contribute to customers’ promotional activities or incur charges for compliance violations. These adjustments to the initial selling price often occur after the sales process is completed. The Company identified the following elements of variable consideration: Markdowns . Markdown allowances consist of accommodations in the form of price reductions to wholesale customers for purchased merchandise. In general, markdowns are granted to full price customers, such as department stores. Markdowns may vary year-over-year and are granted based on the performance of Company merchandise at customer retail stores. Term Discounts. Term discounts represent a discount from the initial wholesale sales price to certain wholesale customers consistent with customary industry practice. Sales Allowances . Sales allowances are reductions of the selling price agreed upon with wholesale customers. Sales allowances may be contractual or may be granted on a case-by-case basis. Non-contractual sales allowances may be granted in connection with billing adjustments and, in some cases, for product related issues. Advertising Allowances . Advertising allowances consist of the Company’s financial participation in the promotional efforts of its wholesale customers. Wholesale customers may charge back a portion of the advertising expense incurred against open invoices. Advertising programs are generally agreed upon at the beginning of a season. Other Allowances . General allowances consist of price reductions granted to a wholesale customer and may relate to the Company’s participation in costs incurred by the customer during the sales process, as well as price differences, shortages and charges for operational non-compliance. Return of Merchandise . For wholesale customers, the Company may make accommodations for returns of merchandise that is underperforming at a customer’s retail stores. For retail customers, as a matter of Company policy, whether merchandise is purchased at the Company’s stores or on its e-commerce platforms, the consumer has up to 90 days to return merchandise from the date of purchase. Variable consideration is estimated based on historical experience, current contractual and statutory requirements, specific known events and industry trends. The reserves for variable consideration are recorded under customer refund liabilities. As of October 31, 2018, customer refund liabilities amounted to $235.4 million. Customer refund liabilities were recorded as a reduction to accounts receivable as of January 31, 2018 and October 31, 2017. Historical return rates are calculated on a product line basis. The remainder of the historical rates for variable consideration are calculated by customer by product lines. Contract Liabilities The Company’s contract liabilities, which are recorded within accrued expenses in the accompanying Condensed Consolidated Balance Sheets, primarily consist of gift card liabilities and advance payments from licensees. In some of its retail concepts, the Company also runs a limited loyalty program where customers accumulate points redeemable for cash discount certificates that expire 90 days after issuance. Total contract liabilities were $4.2 million and $6.0 million at October 31, 2018 and January 31, 2018, respectively. The Company recognized $2.8 million in revenue for the three months ended October 31, 2018, which related to contract liabilities that existed at July 31, 2018. The Company recognized $4.9 million in revenue for the nine months ended October 31, 2018, which related to contract liabilities that existed at January 31, 2018. There were no contract assets recorded as of October 31, 2018 and January 31, 2018. Substantially all of the advance payments from licensees as of October 31, 2018 are expected to be recognized as revenue within the next twelve months. |
Inventories
Inventories | 9 Months Ended |
Oct. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 3 – Inventories Substantially all of the Company’s inventories consist of finished goods. Wholesale inventories are stated at the lower of cost (determined by the first-in, first-out method) or net realizable value, which comprise a significant portion of the Company’s inventory. Retail inventories are valued at the lower of cost or market as determined by the retail inventory method. Vilebrequin inventories are stated at the lower of cost (determined by the weighted average method) or net realizable value. The inventory return asset, which consists of the amount of goods that are anticipated to be returned by customers, represented $37.5 million, $39.4 million and $40.8 million as of October 31, 2018, January 31, 2018 and October 31, 2017, respectively. The inventory return asset is recorded within prepaid expenses and other current assets as of October 31, 2018 and within inventories as of January 31, 2018 and October 31, 2017. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Oct. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 4 – Fair Value of Financial Instruments GAAP establishes a three-level valuation hierarchy for disclosure of fair value measurements. The determination of the applicable level within the hierarchy for a particular asset or liability depends on the inputs used in its valuation as of the measurement date, notably the extent to which the inputs are market-based (observable) or internally-derived (unobservable). A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows: · Level 1 — inputs to the valuation methodology based on quoted prices (unadjusted) for identical assets or liabilities in active markets. · Level 2 — inputs to the valuation methodology based on quoted prices for similar assets or liabilities in active markets for substantially the full term of the financial instrument; quoted prices for identical or similar instruments in markets that are not active for substantially the full term of the financial instrument; and model-derived valuations whose inputs or significant value drivers are observable. · Level 3 — inputs to the valuation methodology based on unobservable prices or valuation techniques that are significant to the fair value measurement. The following table summarizes the carrying values and the estimated fair values of the Company’s debt instruments: Carrying Value Fair Value October 31, October 31, January 31, October 31, October 31, January 31, Financial Instrument Level 2018 2017 2018 2018 2017 2018 (In thousands) Term loan 2 $ 300,000 $ 300,000 $ 300,000 $ 300,000 $ 300,000 $ 300,000 Revolving credit facility 2 309,599 349,648 12,003 309,599 349,648 12,003 Note issued to LVMH 3 95,345 90,239 91,667 95,345 90,239 91,667 The Company’s debt instruments are recorded at their carrying values in its condensed consolidated balance sheets, which may differ from their respective fair values. The carrying amount of the Company’s variable rate debt approximates the fair value, as interest rates change with the market rates. Furthermore, the carrying value of all other financial instruments potentially subject to valuation risk (principally consisting of cash, accounts receivable and accounts payable) also approximates fair value due to the short-term nature of these accounts. For purposes of this fair value disclosure, the Company based its fair value estimate for the LVMH Note (as defined in Note 6) on the initial fair value as determined at the date of the acquisition of Donna Karan International (“DKI”) and records the amortization using the effective interest method over the term of the LVMH Note. Non-Financial Assets and Liabilities The Company’s non-financial assets, which primarily consist of goodwill, other intangible assets and property and equipment, are not required to be measured at fair value on a recurring basis and are reported at carrying value. However, whenever events or changes in circumstances indicate that their carrying value may not be fully recoverable (and at least annually for goodwill and indefinite-lived intangible assets), non-financial instruments are assessed for impairment and, if applicable, written down to and recorded at fair value, considering external market participant assumptions. No events or circumstances indicate an impairment has been identified subsequent to the Company’s January 31, 2018 impairment testing. |
Net Income per Common Share
Net Income per Common Share | 9 Months Ended |
Oct. 31, 2018 | |
Net Income per Common Share | |
Net Income per Common Share | Note 5 – Net Income per Common Share Basic net income per common share has been computed using the weighted average number of common shares outstanding during each period. Diluted net income per share, when applicable, is computed using the weighted average number of common shares and potential dilutive common shares, consisting of unvested restricted stock awards and stock options outstanding during the period. Approximately 344,000 and 1,000,000 shares of common stock have been excluded from the diluted net income per share calculation for the three months ended October 31, 2018 and 2017, respectively. Approximately 330,000 and 1,100,000 shares of common stock have been excluded from the diluted net income per share calculation for the nine months ended October 31, 2018 and 2017, respectively. All share-based payments outstanding that vest based on the achievement of performance and/or market price conditions, and for which the respective performance and/or market price conditions have not been achieved, have been excluded from the diluted per share calculation. The following table reconciles the numerators and denominators used in the calculation of basic and diluted net income per share: Three Months Ended October 31, Nine Months Ended October 31, 2018 2017 2018 2017 (In thousands, except per share amounts) Net income $ 94,025 $ 81,625 $ 113,987 $ 62,666 Basic net income per share: Basic common shares 49,231 48,846 49,176 48,729 Basic net income per share $ 1.91 $ 1.67 $ 2.32 $ 1.29 Diluted net income per share: Basic common shares 49,231 48,846 49,176 48,729 Diluted restricted stock awards and stock options 1,263 682 1,169 681 Diluted common shares 50,494 49,528 50,345 49,410 Diluted net income per share $ 1.86 $ 1.65 $ 2.26 $ 1.27 |
Notes Payable
Notes Payable | 9 Months Ended |
Oct. 31, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 6 – Notes Payable Long-term debt consists of the following: October 31, 2018 October 31, 2017 January 31, 2018 (In thousands) Term loan $ 300,000 $ 300,000 $ 300,000 Revolving credit facility 309,599 349,648 12,003 Note issued to LVMH 125,000 125,000 125,000 Subtotal 734,599 774,648 437,003 Less: Net debt issuance costs (1) (10,667) (13,279) (12,626) Debt discount (29,655) (34,761) (33,333) Total $ 694,277 $ 726,608 $ 391,044 (1) Does not include debt issuance costs, net of amortization, totaling $7.7 million, $10.1 million and $9.5 million as of October 31, 2018, October 31, 2017 and January 31, 2018, respectively, related to the revolving credit facility. These debt issuance costs have been deferred and are classified within prepaid expenses and other current assets in the accompanying Condensed Consolidated Balance Sheets in accordance with Accounting Standards Update (“ASU”) 2015‑15. Term Loan In connection with the acquisition of DKI, the Company borrowed $350.0 million under a senior secured term loan facility (the “Term Loan”). On December 1, 2016, the Company prepaid $50.0 million in principal amount of the Term Loan. The Term Loan is payable on maturity in December 2022. Interest on the outstanding principal amount of the Term Loan accrues at a rate equal to the London Interbank Offered Rate (“LIBOR”), subject to a 1% floor, plus an applicable margin of 5.25% or an alternate base rate (defined as the greatest of (i) the “prime rate” as published by the Wall Street Journal from time to time, (ii) the federal funds rate plus 0.5% or (iii) the LIBOR rate for a borrowing with an interest period of one month) plus 4.25%, per annum, payable in cash. As of October 31, 2018, interest under the Term Loan was being paid at an average rate of 7.36% per annum. The Term Loan is secured by certain assets of the Company and certain of its subsidiaries. The Term Loan is required to be prepaid with the proceeds of certain asset sales if such proceeds are not applied as required by the agreement prior to specified deadlines. The Term Loan contains covenants that restrict the Company’s ability to, among other things, incur additional debt, sell or dispose certain assets, make certain investments, incur liens and enter into acquisitions. This loan also includes a mandatory prepayment provision based on excess cash flow as defined in the agreement. A first lien leverage covenant requires the Company to maintain a level of debt to EBITDA over the term of the agreement at a ratio as set forth in the agreement. As of October 31, 2018, the Company was in compliance with these covenants. Revolving Credit Facility Upon closing of the acquisition of DKI, the Company’s previous credit agreement was refinanced and replaced by a $650 million amended and restated credit agreement (the “revolving credit facility”). Amounts available under the revolving credit facility are subject to borrowing base formulas and over advances as specified in the revolving credit facility agreement. Borrowings bear interest, at the Company’s option, at LIBOR plus a margin of 1.25% to 1.75% or an alternate base rate (defined as the greatest of (i) the “prime rate” of JPMorgan Chase Bank, N.A. from time to time, (ii) the federal funds rate plus 0.5% or (iii) the LIBOR rate for a borrowing with an interest period of one month) plus a margin of 0.25% to 0.75%, with the applicable margin determined based on the availability under the revolving credit facility agreement. As of October 31, 2018, interest under the revolving credit agreement was being paid at an average rate of 3.71% per annum. The revolving credit facility has a five-year term ending December 1, 2021. In addition to paying interest on any outstanding borrowings under the revolving credit facility, the Company is required to pay a commitment fee to the lenders under the credit agreement with respect to the unutilized commitments. The commitment fee accrues at a rate equal to 0.25% per annum on the average daily amount of the unutilized commitments. As of October 31, 2018, the Company had $309.6 million of borrowings outstanding under the revolving credit facility, all of which are classified as long-term liabilities. As of October 31, 2018, there were outstanding trade and standby letters of credit amounting to $8.6 million and $3.4 million, respectively. LVMH Note As part of the consideration for the acquisition of DKI, the Company issued to LVMH Moet Hennessy Louis Vuitton Inc. (“LVMH”) a junior lien secured promissory note in the principal amount of $125.0 million (the “LVMH Note”) that bears interest at the rate of 2% per year. $75.0 million of the principal amount of the LVMH Note is due and payable on June 1, 2023 and $50.0 million of such principal amount is due and payable on December 1, 2023. Accounting Standards Codification (“ASC”) 820 - Fair Value Measurements requires the note to be recorded at fair value at issuance. As a result, the Company recorded a debt discount in the amount of $40.0 million. This discount is being amortized as interest expense using the effective interest method over the term of the LVMH Note. |
Segments
Segments | 9 Months Ended |
Oct. 31, 2018 | |
Segment Reporting [Abstract] | |
Segments | Note 7 – Segments The Company’s reportable segments are business units that offer products through different channels of distribution. The Company has two reportable segments: wholesale operations and retail operations. The wholesale operations segment includes sales of products under the Company’s owned, licensed and private label brands, as well as sales related to the Vilebrequin business. Wholesale sales also include revenues from license agreements related to trademarks owned by the DKNY, Donna Karan, G.H. Bass, Andrew Marc and Vilebrequin businesses. The retail operations segment consists primarily of Wilsons Leather, G.H. Bass and DKNY stores, as well as a limited number of Karl Lagerfeld Paris and Calvin Klein Performance stores. Sales through the Company’s owned websites, with the exception of Vilebrequin, are also included in the retail operations segment. The following information is presented for the three and nine-month periods indicated below: Three Months Ended October 31, 2018 Wholesale Retail Elimination (1) Total (In thousands) Net sales $ 1,005,358 $ 110,934 $ (43,310) $ 1,072,982 Cost of goods sold 677,011 57,181 (43,310) 690,882 Gross profit 328,347 53,753 — 382,100 Selling, general and administrative expenses 166,423 65,629 — 232,052 Depreciation and amortization 7,709 2,324 — 10,033 Operating profit (loss) $ 154,215 $ (14,200) $ — $ 140,015 Three Months Ended October 31, 2017 Wholesale Retail Elimination (1) Total (In thousands) Net sales (2) $ 966,820 $ 118,709 $ (60,536) $ 1,024,993 Cost of goods sold (3) 636,636 57,797 (60,536) 633,897 Gross profit 330,184 60,912 — 391,096 Selling, general and administrative expenses 174,679 68,061 — 242,740 Depreciation and amortization 6,790 116 — 6,906 Operating profit (loss) $ 148,715 $ (7,265) $ — $ 141,450 Nine Months Ended October 31, 2018 Wholesale Retail Elimination (1) Total (In thousands) Net sales $ 2,077,628 $ 322,115 $ (90,320) $ 2,309,423 Cost of goods sold 1,381,342 170,230 (90,320) 1,461,252 Gross profit 696,286 151,885 — 848,171 Selling, general and administrative expenses 439,014 193,969 — 632,983 Depreciation and amortization 22,192 6,676 — 28,868 Operating profit (loss) $ 235,080 $ (48,760) $ — $ 186,320 Nine Months Ended October 31, 2017 Wholesale Retail Elimination (1) Total (In thousands) Net sales (2) $ 1,887,902 $ 324,329 $ (120,191) $ 2,092,040 Cost of goods sold (3) 1,251,372 165,058 (120,191) 1,296,239 Gross profit 636,530 159,271 — 795,801 Selling, general and administrative expenses 433,323 202,677 — 636,000 Depreciation and amortization 20,403 7,077 — 27,480 Operating profit (loss) $ 182,804 $ (50,483) $ — $ 132,321 (1) Represents intersegment sales to the Company’s retail operations segment. (2) Certain reclassifications have been made between the wholesale operations segment and the elimination column as a result of sales eliminations within the wholesale operations segment being misclassified as inter-segment eliminations. (3) Certain reclassifications have been made as a result of the Company’s reclassifying the impact of certain components of foreign currency gain (loss) from cost of goods sold and interest expense to other income. The total assets for each of the Company’s reportable segments, as well as assets not allocated to a segment, are as follows: October 31, 2018 October 31, 2017 January 31, 2018 (In thousands) Wholesale $ 2,155,840 $ 1,871,373 $ 1,554,191 Retail 224,593 251,649 215,568 Corporate 170,635 136,031 145,418 Total assets $ 2,551,068 $ 2,259,053 $ 1,915,177 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Oct. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | Note 8 – Stockholders’ Equity Nine Months Ended October 31, 2018 2017 (In thousands) Balance at beginning of period $ 1,120,689 $ 1,021,236 Comprehensive income 103,943 74,889 Equity awards exercised/vested, net 56 1,532 Share-based compensation expense 14,876 15,362 Adjustments related to tax withholding for share-based compensation (4,843) (6,114) Other (38) 27 ASC 606 cumulative effect to retained earnings opening balance (53,728) — Balance at end of period $ 1,180,955 $ 1,106,932 For the three months ended October 31, 2018, the Company issued 117,774 shares of common stock and utilized 58,790 shares of treasury stock in connection with the vesting of equity awards. For the three months ended October 31, 2017, the Company issued 144,390 shares of common stock and utilized 228,378 shares of treasury stock in connection with the exercise or vesting of equity awards. For the nine months ended October 31, 2018, the Company issued 137,050 shares of common stock and utilized 106,043 shares of treasury stock in connection with the exercise or vesting of equity awards. For the nine months ended October 31, 2017, the Company issued 179,302 shares of common stock and utilized 261,208 shares of treasury stock in connection with the exercise or vesting of equity awards. |
Final Tax Adjustment of Donna K
Final Tax Adjustment of Donna Karan International acquisition | 9 Months Ended |
Oct. 31, 2018 | |
Business Combinations [Abstract] | |
Final Tax Adjustment of Donna Karan International acquisition | Note 9 – Final Tax Adjustment of Donna Karan International Acquisition In February 2018, the Company paid $4.6 million to LVMH for the final tax adjustment related to the Company’s election under Internal Revenue Code Section 338(h)(10) in connection with the acquisition of DKI. |
Canadian Customs Duty Examinati
Canadian Customs Duty Examination | 9 Months Ended |
Oct. 31, 2018 | |
Canadian Customs Duty Examination [Abstract] | |
Canadian Customs Duty Examination | Note 10 – Canadian Customs Duty Examination In October 2017, the Canada Border Service Agency (“CBSA”) issued a final audit report to G-III Apparel Canada ULC (“G-III Canada”), a wholly-owned subsidiary of the Company. The report challenged the valuation used by G-III Canada for certain goods imported into Canada. The period covered by the examination is February 1, 2014 through the date of the final report, October 27, 2017. The CBSA has requested G-III Canada to reassess its customs entries for that period using the price paid or payable by the Canadian retail customers for certain imported goods rather than the price paid by G-III Canada to the vendor. The CBSA has also requested that G-III Canada change the valuation method used to pay duties with respect to goods imported in the future. In March 2018, G-III Canada provided a bond to the CBSA to secure payment of the additional duties payable as a result of the reassessment required by the final audit report. The Company issued a bond in the amount of CAD$26.9 million ($20.9 million) representing customs duty and interest through December 31, 2017 that is claimed to be owed to the CBSA. In March 2018, the Company amended the duties filed for the month of January 2018 based on the new valuation method. The additional duty claimed to be owed for January 2018 was approximately CAD$1.4 million ($1.1 million). Beginning February 1, 2018, the Company began paying duties based on the new valuation method. The additional duties paid beginning on February 1, 2018 on the higher dutiable value will not be charged as an expense in the Company’s statement of operations, but will be recorded as a deferred expense until the appeal process has concluded. Expense amounts deferred for the three and nine months ended October 31, 2018, related to the higher dutiable values, were CAD$2.5 million ($ 1.9 million) and CAD$ 8.4 million ($6.4 million), respectively. G-III Canada, based on the advice of counsel, believes it has positions that support its ability to receive a refund of amounts claimed to be owed to the CBSA on appeal and intends to vigorously contest the findings of the CBSA. G-III Canada filed its appeal with the CBSA in May 2018. |
Investment in Fabco Holding B.V
Investment in Fabco Holding B.V. | 9 Months Ended |
Oct. 31, 2018 | |
Investment in Fabco Holding B.V. | |
Investment in Fabco Holding B.V. | Note 11 – Investment in Fabco Holding B.V. In August 2017, the Company entered into a joint venture agreement with Amlon Capital B.V. (“Amlon”) to produce and market women’s and men’s apparel and accessories pursuant to a long-term license for DKNY and Donna Karan in the People’s Republic of China, including Macau, Hong Kong and Taiwan. The Company owns 49% of this joint venture, with Amlon owning the remaining 51%. The joint venture was funded with $25.0 million of equity to be used to strengthen the DKNY and Donna Karan brands and accelerate the growth of the business in the region. Of that amount, the Company was required to contribute an aggregate of $10.0 million to the joint venture by August 2018. The Company funded $49,000 of that amount upon signing the joint venture agreement and in August 2018, the Company funded its remaining $9,951,000 obligation to the joint venture. |
Recent Adopted and Issued Accou
Recent Adopted and Issued Accounting Pronouncements | 9 Months Ended |
Oct. 31, 2018 | |
Accounting Changes And Error Corrections [Abstract] | |
Recent Adopted and Issued Accounting Pronouncements | Note 12 – Recent Adopted and Issued Accounting Pronouncements Recently Adopted Accounting Guidance In February 2018, the FASB issued ASU 2018‑03, “Technical Corrections and Improvements to Financial Instruments – Overall (Subtopic 825‑10): Recognition and Measurement of Financial Assets and Financial Liabilities”, which makes technical corrections to certain aspects of ASU 2016‑01 (on recognition of financial assets and financial liabilities), including the following: (i) equity securities without a readily determinable fair value — discontinuation, (ii) equity securities without a readily determinable fair value — adjustments, (iii) forward contracts and purchased options, (iv) presentation requirements for certain fair value option liabilities, (v) fair value option liabilities denominated in a foreign currency and (vi) transition guidance for equity securities without a readily determinable fair value. Public business entities with fiscal years beginning between December 15, 2017, and June 15, 2018, were not required to adopt the amendments until the interim period beginning after June 15, 2018. The Company adopted the provisions of ASU 2018‑03 during the third quarter of fiscal 2019. The adoption of ASU 2018‑03 did not have any impact on the Company’s condensed consolidated financial statements. In May 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017‑09, “Compensation — Stock Compensation (Topic 718): Scope of Modification Accounting.” ASU 2017‑09 provides clarification as to when modification accounting should be used for changes to the terms or conditions of a share-based payment award. ASU 2017‑09 does not change the accounting for modifications but clarifies that modification accounting guidance should only be applied if there is a change to the value, vesting conditions or award classification and would not be required if the changes are considered non-substantive. The amendments of ASU 2017‑09 are effective for reporting periods beginning after December 15, 2017. The Company adopted the provisions of ASU 2017‑09 during the first quarter of fiscal 2019. The adoption of ASU 2017‑09 did not have any impact on the Company’s condensed consolidated financial statements. In December 2017, the SEC staff issued Staff Accounting Bulletin 118 (“SAB 118”) to provide guidance for companies that had not completed their accounting for the income tax effects of the Tax Cuts and Jobs Act (“TCJA”). Due to the complexities of the TCJA, the Company’s final tax liability may materially differ from provisional estimates due to additional guidance and regulations issued by the U.S. Treasury Department, the Internal Revenue Service ("IRS") and state and local tax authorities. G-III will finalize its accounting for the TCJA during the one-year measurement period, and any adjustments to the provisional amounts will be included in income tax expense or benefit in the appropriate periods, and disclosed if material, in accordance with guidance provided by SAB 118. As of October 31, 2018, the Company has not identified or recorded adjustments to the provisional amounts previously disclosed in its Annual Report on Form 10‑K for the year ended January 31, 2018. In January 2017, the FASB issued ASU 2017‑01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” The purpose of ASU 2017‑01 is to clarify the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017‑01 is effective for fiscal years beginning after December 15, 2017, including interim periods within that year. The amendments in ASU 2017‑01 should be applied prospectively on or after the effective date. The Company adopted the provisions of ASU 2017‑01 during the first quarter of fiscal 2019. The adoption of ASU 2017‑01 did not have any impact on the Company’s condensed consolidated financial statements. In October 2016, the FASB issued ASU 2016‑16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory.” The update requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset upon transfer other than inventory, eliminating the current recognition exception. Prior to the update, GAAP prohibited the recognition of current and deferred income taxes for intra-entity asset transfers until the asset was sold to an outside party. The amendments in this update do not include new disclosure requirements; however, existing disclosure requirements might be applicable when accounting for the current and deferred income taxes for an intra-entity transfer of an asset other than inventory. For public business entities, the amendments in this update are effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those fiscal years. The Company adopted the provisions of ASU 2016‑16 during the first quarter of fiscal 2019. The adoption of ASU 2016‑16 did not have a material impact on the Company’s condensed consolidated financial statements. In August 2016, the FASB issued ASU 2016‑15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” which clarifies guidance with respect to the classification of eight specific cash flow issues. ASU 2016‑15 was issued to reduce diversity in practice and prevent financial statement restatements. Cash flow issues include: debt prepayment or debt extinguishment costs, settlement of zero-coupon bonds, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies and bank-owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions and separately identifiable cash flows and application of the predominance principle. ASU 2016‑15 is effective for public business entities for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Under ASU 2016‑15, entities must apply the guidance retrospectively to all periods presented but may apply it prospectively if retrospective application would be impracticable. The Company adopted the provisions of ASU 2016‑15 during the first quarter of fiscal 2019. The adoption of ASU 2016‑15 did not have a material impact on the Company’s condensed consolidated financial statements. In January 2016, the FASB issued ASU 2016‑01, “Financial Instruments — Overall (Subtopic 825‑10): Recognition and Measurement of Financial Assets and Financial Liabilities.” This standard (i) modifies how entities measure equity investments and present changes in the fair value of financial liabilities, (ii) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, (iii) changes presentation and disclosure requirements and (iv) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. ASU 2016‑01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company adopted the provisions of ASU 2016‑15 during the first quarter of fiscal 2019. The adoption of ASU 2016‑15 did not have a material impact on the Company’s condensed consolidated financial statements. In May 2014, the FASB issued ASU 2014‑09, “Revenue from Contracts with Customers (Topic 606).” This update replaces the previous revenue recognition guidance in GAAP and requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The FASB clarified this guidance by issuing ASU 2017‑13, “Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments”; ASU 2016‑08, “Principal versus Agent Considerations (Reporting Revenue Gross versus Net)”; ASU 2016‑10, “Identifying Performance Obligations and Licensing”; ASU 2016‑12, “Narrow-Scope Improvements and Practical Expedients”; and ASU 2016‑20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers.” The amendments to ASU 2014‑09 were intended to render more detailed implementation guidance with the expectation of reducing the degree of judgment necessary to comply with Topic 606. These new standards have the same effective date as ASU 2014‑09 and were effective for public entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company adopted the provisions of ASU 2014‑09, as subsequently amended, during the first quarter of fiscal 2019. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (modified retrospective method). The Company adopted the pronouncement using a modified retrospective approach. The Company performed an analysis of its current revenue streams worldwide and identified changes that resulted from the adoption of the new guidance. The Company implemented changes to its accounting processes and controls to support the new revenue recognition and disclosure requirements. The adoption of Topic 606 primarily affects the wholesale operations segment in the timing of recognition of certain adjustments that were recorded in net sales. For example, the Company previously recorded markdowns and certain customer allowances when the liability was known or incurred. Please refer to Note 2 for further details with respect to the adoption of this guidance by the Company. Issued Accounting Guidance Being Evaluated for Adoption In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement,” which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with the movement among or hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. The amendments in ASU 2018-13 modify the disclosure requirements with respect to fair value measurements based on the concepts in FASB Concepts Statement, Conceptual Framework for Financial Reporting—Chapter 8: Notes to Financial Statements, including the consideration of costs and benefits. The amendments to changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the potential impact of In June 2018, the FASB issued ASU 2018‑07, “FASB Simplifies Guidance on Nonemployee Share-Based Payments”, which supersedes ASC 505‑50 and expands the scope of ASC 718 to include all share-based payment arrangements related to the acquisition of goods and services from both nonemployees and employees. As a result, most of the guidance in ASC 718 associated with employee share-based payments, including most of its requirements related to classification and measurement, applies to nonemployee share-based payment arrangements. ASU 2018‑07 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of ASU 2018‑07 is permitted for all entities, but no earlier than the date on which an entity adopts ASC 606. The Company does not expect ASU 2018‑07 to have an impact on its condensed consolidated financial statements. In February 2018, the FASB issued ASU 2018‑02, “Income Statement — Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”, which provides financial statement preparers with an option to reclassify stranded tax effects within accumulated other comprehensive income to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate (or portion thereof) in the TCJA is recorded. The amendments to ASU 2018‑02 are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of ASU 2018‑02 is permitted, including adoption in any interim period for the public business entities for reporting periods for which financial statements have not yet been issued. The amendments of ASU 2018‑02 should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the TCJA is recognized. The Company is currently assessing the impact that adopting ASU 2018‑02 will have on its financial statements and footnote disclosures. In February 2016, the FASB issued ASU 2016‑02, “Leases (Topic 842).” The primary difference between the current requirement under GAAP and ASU 2016‑02 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. The FASB has continued to clarify this guidance and most recently issued ASU 2018-11, “Leases (Topic 842) – Targeted Improvements”, ASU 2018-10, “Codification Improvements to Topic 842, Leases” and ASU 2017‑13, “Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.” ASU 2016‑02 requires that a lessee recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term (other than leases that meet the definition of a short-term lease). The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Operating leases will result in straight-line expense (similar to current operating leases) while finance leases will result in a front-loaded expense pattern (similar to current capital leases). Classification will be based on criteria that are for the most part similar to those applied in current lease accounting. ASU 2016‑02 may be adopted using a modified retrospective transition, and provides for certain practical expedients. Transactions will require application of the new guidance at the beginning of the earliest comparative period presented. With the issuance of ASU 2018-11, the FASB has provided entities with an additional transition method which will not require adjustments to comparative periods or require modified disclosures in those comparative periods. The guidance is effective for public entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the impact of ASU 2016‑02 on its consolidated financial statements. Given the Company’s significant number of leases, the Company expects this standard will result in a significant increase to its long-term assets and liabilities, but does not expect it to have a material impact on its statements of operations. The Company is required to adopt the new standard in the first quarter of fiscal 2020 and does not expect to early adopt this new standard. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 1 – Basis of Presentation As used in these financial statements, the term “Company” or “G-III” refers to G-III Apparel Group, Ltd. and its subsidiaries. The Company designs, sources and markets an extensive range of apparel, including outerwear, dresses, sportswear, swimwear, women’s suits and women’s performance wear, as well as women’s handbags, footwear, small leather goods, cold weather accessories and luggage. The Company also operates retail stores and licenses several of its proprietary brands under various product categories. The Company consolidates the accounts of all its wholly-owned subsidiaries. KL North America BV (“KLNA”) and Fabco Holding B.V. (“Fabco”) are Dutch limited liability companies that are joint ventures 49% owned by the Company. Karl Lagerfeld Holding B.V. (“KLH”) is a Dutch limited liability company that is 19% owned by the Company. These investments are accounted for using the equity method of accounting. All material intercompany balances and transactions have been eliminated. Vilebrequin International SA (“Vilebrequin”), a Swiss corporation that is wholly-owned by the Company, KLNA, Fabco and KLH report results on a calendar year basis rather than on the January 31 fiscal year basis used by the Company. Accordingly, the results of Vilebrequin, KLNA, Fabco and KLH are, and will be, included in our financial statements for the quarter ended or ending closest to G-III’s fiscal quarter. For example, with respect to our results for the nine-month period ended October 31, 2018, the results of Vilebrequin, KLNA, Fabco and KLH are included for the nine-month period ended September 30, 2018. The Company’s retail operations segment uses a 52/53‑week fiscal year. The Company’s three and nine-month periods ended October 31, 2018 and 2017 were a 13‑week fiscal quarter and a 39‑week fiscal period, respectively, for both periods for the retail operations segment. For fiscal 2019 and 2018, the three and nine month periods for the retail operations segment ended on November 3, 2018 and October 28, 2017, respectively. The results for the three and nine-month periods ended October 31, 2018 are not necessarily indicative of the results expected for the entire fiscal year, given the seasonal nature of the Company’s business. The accompanying financial statements included herein are unaudited. All adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of the financial position, results of operations and cash flows for the interim period presented have been reflected. The accompanying financial statements should be read in conjunction with the financial statements and notes included in the Company’s Annual Report on Form 10‑K for the fiscal year ended January 31, 2018 filed with the Securities and Exchange Commission (the “SEC”). Assets and liabilities of the Company’s foreign operations, where the functional currency is not the U.S. Dollar (reporting currency), are translated from foreign currency into U.S. dollars at period-end rates, while income and expenses are translated at the weighted-average exchange rates for the period. The related translation adjustments are reflected as a foreign currency translation adjustment in accumulated other comprehensive income within stockholders’ equity. Certain reclassifications have been made to the Condensed Consolidated Statements of Income and Comprehensive Income as a result of the Company’s reclassifying the impact of certain components of foreign currency gain (loss) from cost of goods sold and interest expense to other income (loss). |
Recent Adopted and Issued Acc_2
Recent Adopted and Issued Accounting Pronouncements (Policies) | 9 Months Ended |
Oct. 31, 2018 | |
Accounting Changes And Error Corrections [Abstract] | |
Recent Adopted and Issued Accounting Pronouncements | Recent Adopted and Issued Accounting Pronouncements Recently Adopted Accounting Guidance In February 2018, the FASB issued ASU 2018‑03, “Technical Corrections and Improvements to Financial Instruments – Overall (Subtopic 825‑10): Recognition and Measurement of Financial Assets and Financial Liabilities”, which makes technical corrections to certain aspects of ASU 2016‑01 (on recognition of financial assets and financial liabilities), including the following: (i) equity securities without a readily determinable fair value — discontinuation, (ii) equity securities without a readily determinable fair value — adjustments, (iii) forward contracts and purchased options, (iv) presentation requirements for certain fair value option liabilities, (v) fair value option liabilities denominated in a foreign currency and (vi) transition guidance for equity securities without a readily determinable fair value. Public business entities with fiscal years beginning between December 15, 2017, and June 15, 2018, were not required to adopt the amendments until the interim period beginning after June 15, 2018. The Company adopted the provisions of ASU 2018‑03 during the third quarter of fiscal 2019. The adoption of ASU 2018‑03 did not have any impact on the Company’s condensed consolidated financial statements. In May 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017‑09, “Compensation — Stock Compensation (Topic 718): Scope of Modification Accounting.” ASU 2017‑09 provides clarification as to when modification accounting should be used for changes to the terms or conditions of a share-based payment award. ASU 2017‑09 does not change the accounting for modifications but clarifies that modification accounting guidance should only be applied if there is a change to the value, vesting conditions or award classification and would not be required if the changes are considered non-substantive. The amendments of ASU 2017‑09 are effective for reporting periods beginning after December 15, 2017. The Company adopted the provisions of ASU 2017‑09 during the first quarter of fiscal 2019. The adoption of ASU 2017‑09 did not have any impact on the Company’s condensed consolidated financial statements. In December 2017, the SEC staff issued Staff Accounting Bulletin 118 (“SAB 118”) to provide guidance for companies that had not completed their accounting for the income tax effects of the Tax Cuts and Jobs Act (“TCJA”). Due to the complexities of the TCJA, the Company’s final tax liability may materially differ from provisional estimates due to additional guidance and regulations issued by the U.S. Treasury Department, the Internal Revenue Service ("IRS") and state and local tax authorities. G-III will finalize its accounting for the TCJA during the one-year measurement period, and any adjustments to the provisional amounts will be included in income tax expense or benefit in the appropriate periods, and disclosed if material, in accordance with guidance provided by SAB 118. As of October 31, 2018, the Company has not identified or recorded adjustments to the provisional amounts previously disclosed in its Annual Report on Form 10‑K for the year ended January 31, 2018. In January 2017, the FASB issued ASU 2017‑01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” The purpose of ASU 2017‑01 is to clarify the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017‑01 is effective for fiscal years beginning after December 15, 2017, including interim periods within that year. The amendments in ASU 2017‑01 should be applied prospectively on or after the effective date. The Company adopted the provisions of ASU 2017‑01 during the first quarter of fiscal 2019. The adoption of ASU 2017‑01 did not have any impact on the Company’s condensed consolidated financial statements. In October 2016, the FASB issued ASU 2016‑16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory.” The update requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset upon transfer other than inventory, eliminating the current recognition exception. Prior to the update, GAAP prohibited the recognition of current and deferred income taxes for intra-entity asset transfers until the asset was sold to an outside party. The amendments in this update do not include new disclosure requirements; however, existing disclosure requirements might be applicable when accounting for the current and deferred income taxes for an intra-entity transfer of an asset other than inventory. For public business entities, the amendments in this update are effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those fiscal years. The Company adopted the provisions of ASU 2016‑16 during the first quarter of fiscal 2019. The adoption of ASU 2016‑16 did not have a material impact on the Company’s condensed consolidated financial statements. In August 2016, the FASB issued ASU 2016‑15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” which clarifies guidance with respect to the classification of eight specific cash flow issues. ASU 2016‑15 was issued to reduce diversity in practice and prevent financial statement restatements. Cash flow issues include: debt prepayment or debt extinguishment costs, settlement of zero-coupon bonds, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies and bank-owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions and separately identifiable cash flows and application of the predominance principle. ASU 2016‑15 is effective for public business entities for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Under ASU 2016‑15, entities must apply the guidance retrospectively to all periods presented but may apply it prospectively if retrospective application would be impracticable. The Company adopted the provisions of ASU 2016‑15 during the first quarter of fiscal 2019. The adoption of ASU 2016‑15 did not have a material impact on the Company’s condensed consolidated financial statements. In January 2016, the FASB issued ASU 2016‑01, “Financial Instruments — Overall (Subtopic 825‑10): Recognition and Measurement of Financial Assets and Financial Liabilities.” This standard (i) modifies how entities measure equity investments and present changes in the fair value of financial liabilities, (ii) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, (iii) changes presentation and disclosure requirements and (iv) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. ASU 2016‑01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company adopted the provisions of ASU 2016‑15 during the first quarter of fiscal 2019. The adoption of ASU 2016‑15 did not have a material impact on the Company’s condensed consolidated financial statements. In May 2014, the FASB issued ASU 2014‑09, “Revenue from Contracts with Customers (Topic 606).” This update replaces the previous revenue recognition guidance in GAAP and requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The FASB clarified this guidance by issuing ASU 2017‑13, “Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments”; ASU 2016‑08, “Principal versus Agent Considerations (Reporting Revenue Gross versus Net)”; ASU 2016‑10, “Identifying Performance Obligations and Licensing”; ASU 2016‑12, “Narrow-Scope Improvements and Practical Expedients”; and ASU 2016‑20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers.” The amendments to ASU 2014‑09 were intended to render more detailed implementation guidance with the expectation of reducing the degree of judgment necessary to comply with Topic 606. These new standards have the same effective date as ASU 2014‑09 and were effective for public entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company adopted the provisions of ASU 2014‑09, as subsequently amended, during the first quarter of fiscal 2019. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (modified retrospective method). The Company adopted the pronouncement using a modified retrospective approach. The Company performed an analysis of its current revenue streams worldwide and identified changes that resulted from the adoption of the new guidance. The Company implemented changes to its accounting processes and controls to support the new revenue recognition and disclosure requirements. The adoption of Topic 606 primarily affects the wholesale operations segment in the timing of recognition of certain adjustments that were recorded in net sales. For example, the Company previously recorded markdowns and certain customer allowances when the liability was known or incurred. Please refer to Note 2 for further details with respect to the adoption of this guidance by the Company. Issued Accounting Guidance Being Evaluated for Adoption In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement,” which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with the movement among or hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. The amendments in ASU 2018-13 modify the disclosure requirements with respect to fair value measurements based on the concepts in FASB Concepts Statement, Conceptual Framework for Financial Reporting—Chapter 8: Notes to Financial Statements, including the consideration of costs and benefits. The amendments to changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the potential impact of In June 2018, the FASB issued ASU 2018‑07, “FASB Simplifies Guidance on Nonemployee Share-Based Payments”, which supersedes ASC 505‑50 and expands the scope of ASC 718 to include all share-based payment arrangements related to the acquisition of goods and services from both nonemployees and employees. As a result, most of the guidance in ASC 718 associated with employee share-based payments, including most of its requirements related to classification and measurement, applies to nonemployee share-based payment arrangements. ASU 2018‑07 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of ASU 2018‑07 is permitted for all entities, but no earlier than the date on which an entity adopts ASC 606. The Company does not expect ASU 2018‑07 to have an impact on its condensed consolidated financial statements. In February 2018, the FASB issued ASU 2018‑02, “Income Statement — Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”, which provides financial statement preparers with an option to reclassify stranded tax effects within accumulated other comprehensive income to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate (or portion thereof) in the TCJA is recorded. The amendments to ASU 2018‑02 are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of ASU 2018‑02 is permitted, including adoption in any interim period for the public business entities for reporting periods for which financial statements have not yet been issued. The amendments of ASU 2018‑02 should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the TCJA is recognized. The Company is currently assessing the impact that adopting ASU 2018‑02 will have on its financial statements and footnote disclosures. In February 2016, the FASB issued ASU 2016‑02, “Leases (Topic 842).” The primary difference between the current requirement under GAAP and ASU 2016‑02 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. The FASB has continued to clarify this guidance and most recently issued ASU 2018-11, “Leases (Topic 842) – Targeted Improvements”, ASU 2018-10, “Codification Improvements to Topic 842, Leases” and ASU 2017‑13, “Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.” ASU 2016‑02 requires that a lessee recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term (other than leases that meet the definition of a short-term lease). The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Operating leases will result in straight-line expense (similar to current operating leases) while finance leases will result in a front-loaded expense pattern (similar to current capital leases). Classification will be based on criteria that are for the most part similar to those applied in current lease accounting. ASU 2016‑02 may be adopted using a modified retrospective transition, and provides for certain practical expedients. Transactions will require application of the new guidance at the beginning of the earliest comparative period presented. With the issuance of ASU 2018-11, the FASB has provided entities with an additional transition method which will not require adjustments to comparative periods or require modified disclosures in those comparative periods. The guidance is effective for public entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the impact of ASU 2016‑02 on its consolidated financial statements. Given the Company’s significant number of leases, the Company expects this standard will result in a significant increase to its long-term assets and liabilities, but does not expect it to have a material impact on its statements of operations. The Company is required to adopt the new standard in the first quarter of fiscal 2020 and does not expect to early adopt this new standard. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Oct. 31, 2018 | |
ASU 2014-09 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Schedule of impact of adopting ASC 606 | October 31, 2018 (In thousands) As Reported Without Adoption Impact of Adoption Assets Accounts receivable $ 819,636 $ 646,333 $ 173,303 Inventories 616,162 653,664 (37,502) Prepaid expenses and other current assets 82,933 48,991 33,942 Deferred income tax assets, net 28,336 11,792 16,544 Liabilities Accrued expenses 137,878 136,627 1,251 Customer refund liabilities 235,400 — 235,400 Equity Retained earnings 734,800 785,164 (50,364) For the three months ended October 31, 2018 (In thousands, except per share amounts) As Reported Without Adoption Impact of Adoption Net sales $ 1,072,982 $ 1,081,879 $ (8,897) Cost of goods sold 690,882 690,367 515 Selling, general and administrative expenses 232,052 240,916 (8,864) Operating profit 140,015 140,563 (548) Income tax expense 33,843 34,039 (196) Net income 94,025 94,377 (352) Net income per common share Basic 1.91 1.92 (0.01) Diluted 1.86 1.87 (0.01) For the nine months ended October 31, 2018 (In thousands, except per share amounts) As Reported Without Adoption Impact of Adoption Net sales $ 2,309,423 $ 2,322,675 $ (13,252) Cost of goods sold 1,461,252 1,458,494 2,758 Selling, general and administrative expenses 632,983 653,602 (20,619) Operating profit 186,320 181,711 4,609 Income tax expense 39,877 38,632 1,245 Net income 113,987 110,623 3,364 Net income per common share Basic 2.32 2.25 0.07 Diluted 2.26 2.20 0.06 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Oct. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of carrying values and estimated fair values of debt instruments | Carrying Value Fair Value October 31, October 31, January 31, October 31, October 31, January 31, Financial Instrument Level 2018 2017 2018 2018 2017 2018 (In thousands) Term loan 2 $ 300,000 $ 300,000 $ 300,000 $ 300,000 $ 300,000 $ 300,000 Revolving credit facility 2 309,599 349,648 12,003 309,599 349,648 12,003 Note issued to LVMH 3 95,345 90,239 91,667 95,345 90,239 91,667 |
Net Income per Common Share (Ta
Net Income per Common Share (Tables) | 9 Months Ended |
Oct. 31, 2018 | |
Net Income per Common Share | |
Schedule of reconciliation between basic and diluted net income per share | Three Months Ended October 31, Nine Months Ended October 31, 2018 2017 2018 2017 (In thousands, except per share amounts) Net income $ 94,025 $ 81,625 $ 113,987 $ 62,666 Basic net income per share: Basic common shares 49,231 48,846 49,176 48,729 Basic net income per share $ 1.91 $ 1.67 $ 2.32 $ 1.29 Diluted net income per share: Basic common shares 49,231 48,846 49,176 48,729 Diluted restricted stock awards and stock options 1,263 682 1,169 681 Diluted common shares 50,494 49,528 50,345 49,410 Diluted net income per share $ 1.86 $ 1.65 $ 2.26 $ 1.27 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Oct. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | October 31, 2018 October 31, 2017 January 31, 2018 (In thousands) Term loan $ 300,000 $ 300,000 $ 300,000 Revolving credit facility 309,599 349,648 12,003 Note issued to LVMH 125,000 125,000 125,000 Subtotal 734,599 774,648 437,003 Less: Net debt issuance costs (1) (10,667) (13,279) (12,626) Debt discount (29,655) (34,761) (33,333) Total $ 694,277 $ 726,608 $ 391,044 (1) Does not include debt issuance costs, net of amortization, totaling $7.7 million, $10.1 million and $9.5 million as of October 31, 2018, October 31, 2017 and January 31, 2018, respectively, related to the revolving credit facility. These debt issuance costs have been deferred and are classified within prepaid expenses and other current assets in the accompanying Condensed Consolidated Balance Sheets in accordance with Accounting Standards Update (“ASU”) 2015‑15. |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Oct. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of information regarding reportable segments | Three Months Ended October 31, 2018 Wholesale Retail Elimination (1) Total (In thousands) Net sales $ 1,005,358 $ 110,934 $ (43,310) $ 1,072,982 Cost of goods sold 677,011 57,181 (43,310) 690,882 Gross profit 328,347 53,753 — 382,100 Selling, general and administrative expenses 166,423 65,629 — 232,052 Depreciation and amortization 7,709 2,324 — 10,033 Operating profit (loss) $ 154,215 $ (14,200) $ — $ 140,015 Three Months Ended October 31, 2017 Wholesale Retail Elimination (1) Total (In thousands) Net sales (2) $ 966,820 $ 118,709 $ (60,536) $ 1,024,993 Cost of goods sold (3) 636,636 57,797 (60,536) 633,897 Gross profit 330,184 60,912 — 391,096 Selling, general and administrative expenses 174,679 68,061 — 242,740 Depreciation and amortization 6,790 116 — 6,906 Operating profit (loss) $ 148,715 $ (7,265) $ — $ 141,450 Nine Months Ended October 31, 2018 Wholesale Retail Elimination (1) Total (In thousands) Net sales $ 2,077,628 $ 322,115 $ (90,320) $ 2,309,423 Cost of goods sold 1,381,342 170,230 (90,320) 1,461,252 Gross profit 696,286 151,885 — 848,171 Selling, general and administrative expenses 439,014 193,969 — 632,983 Depreciation and amortization 22,192 6,676 — 28,868 Operating profit (loss) $ 235,080 $ (48,760) $ — $ 186,320 Nine Months Ended October 31, 2017 Wholesale Retail Elimination (1) Total (In thousands) Net sales (2) $ 1,887,902 $ 324,329 $ (120,191) $ 2,092,040 Cost of goods sold (3) 1,251,372 165,058 (120,191) 1,296,239 Gross profit 636,530 159,271 — 795,801 Selling, general and administrative expenses 433,323 202,677 — 636,000 Depreciation and amortization 20,403 7,077 — 27,480 Operating profit (loss) $ 182,804 $ (50,483) $ — $ 132,321 (1) Represents intersegment sales to the Company’s retail operations segment. (2) Certain reclassifications have been made between the wholesale operations segment and the elimination column as a result of sales eliminations within the wholesale operations segment being misclassified as inter-segment eliminations. (3) Certain reclassifications have been made as a result of the Company’s reclassifying the impact of certain components of foreign currency gain (loss) from cost of goods sold and interest expense to other income. |
Schedule of total assets for each reportable segments | October 31, 2018 October 31, 2017 January 31, 2018 (In thousands) Wholesale $ 2,155,840 $ 1,871,373 $ 1,554,191 Retail 224,593 251,649 215,568 Corporate 170,635 136,031 145,418 Total assets $ 2,551,068 $ 2,259,053 $ 1,915,177 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Oct. 31, 2018 | |
Equity [Abstract] | |
Schedule of stockholders equity | Nine Months Ended October 31, 2018 2017 (In thousands) Balance at beginning of period $ 1,120,689 $ 1,021,236 Comprehensive income 103,943 74,889 Equity awards exercised/vested, net 56 1,532 Share-based compensation expense 14,876 15,362 Adjustments related to tax withholding for share-based compensation (4,843) (6,114) Other (38) 27 ASC 606 cumulative effect to retained earnings opening balance (53,728) — Balance at end of period $ 1,180,955 $ 1,106,932 |
Basis of Presentation (Detail T
Basis of Presentation (Detail Textuals) | Oct. 31, 2018 |
KL North America BV (“KLNA”) and Fabco Holding B.V. (“Fabco”) | |
Schedule of Equity Method Investments [Line Items] | |
Percentage of ownership interest | 49.00% |
Karl Lagerfeld Holding B.V. ("KLH") | |
Schedule of Equity Method Investments [Line Items] | |
Percentage of ownership interest | 19.00% |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | Oct. 31, 2018 | Jan. 31, 2018 | Oct. 31, 2017 | ||
Assets | |||||
Accounts receivable, net | $ 819,636 | $ 294,430 | [1] | $ 601,179 | [1] |
Inventories | 616,162 | 553,323 | 592,822 | ||
Prepaid expenses and other current assets | 82,933 | 51,014 | 34,841 | ||
Deferred income tax assets, net | 28,336 | 11,439 | 16,169 | ||
Liabilities | |||||
Accrued expenses | 137,878 | 95,055 | 128,891 | ||
Customer refund liabilities | 235,400 | ||||
Equity | |||||
Retained earnings | 734,800 | $ 674,542 | $ 675,084 | ||
Without Adoption of ASC 606 | |||||
Assets | |||||
Accounts receivable, net | 646,333 | ||||
Inventories | 653,664 | ||||
Prepaid expenses and other current assets | 48,991 | ||||
Deferred income tax assets, net | 11,792 | ||||
Liabilities | |||||
Accrued expenses | 136,627 | ||||
Equity | |||||
Retained earnings | 785,164 | ||||
Impact of Adoption of ASC 606 | |||||
Assets | |||||
Accounts receivable, net | 173,303 | ||||
Inventories | (37,502) | ||||
Prepaid expenses and other current assets | 33,942 | ||||
Deferred income tax assets, net | 16,544 | ||||
Liabilities | |||||
Accrued expenses | 1,251 | ||||
Customer refund liabilities | 235,400 | ||||
Equity | |||||
Retained earnings | $ (50,364) | ||||
[1] | Also, net of accrued returns and sales discounts |
Revenue Recognition (Details 1)
Revenue Recognition (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2018 | Oct. 31, 2017 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||
Net sales | $ 1,072,982 | $ 1,024,993 | [1] | $ 2,309,423 | $ 2,092,040 | [1] |
Cost of goods sold | 690,882 | 633,897 | [2] | 1,461,252 | 1,296,239 | [2] |
Selling, general and administrative expenses | 232,052 | 242,740 | 632,983 | 636,000 | ||
Operating profit | 140,015 | 141,450 | 186,320 | 132,321 | ||
Income tax expense | 33,843 | 46,322 | 39,877 | 35,454 | ||
Net income | $ 94,025 | $ 81,625 | $ 113,987 | $ 62,666 | ||
Net income per common share | ||||||
Basic (in dollars per share) | $ 1.91 | $ 1.67 | $ 2.32 | $ 1.29 | ||
Diluted (in dollars per share) | $ 1.86 | $ 1.65 | $ 2.26 | $ 1.27 | ||
Without Adoption of ASC 606 | ||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||
Net sales | $ 1,081,879 | $ 2,322,675 | ||||
Cost of goods sold | 690,367 | 1,458,494 | ||||
Selling, general and administrative expenses | 240,916 | 653,602 | ||||
Operating profit | 140,563 | 181,711 | ||||
Income tax expense | 34,039 | 38,632 | ||||
Net income | $ 94,377 | $ 110,623 | ||||
Net income per common share | ||||||
Basic (in dollars per share) | $ 1.92 | $ 2.25 | ||||
Diluted (in dollars per share) | $ 1.87 | $ 2.20 | ||||
Impact of Adoption of ASC 606 | ||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||
Net sales | $ (8,897) | $ (13,252) | ||||
Cost of goods sold | 515 | 2,758 | ||||
Selling, general and administrative expenses | (8,864) | (20,619) | ||||
Operating profit | (548) | 4,609 | ||||
Income tax expense | (196) | 1,245 | ||||
Net income | $ (352) | $ 3,364 | ||||
Net income per common share | ||||||
Basic (in dollars per share) | $ (0.01) | $ 0.07 | ||||
Diluted (in dollars per share) | $ (0.01) | $ 0.06 | ||||
[1] | Certain reclassifications have been made between the wholesale operations segment and the elimination column as a result of sales eliminations within the wholesale operations segment being misclassified as inter-segment eliminations. | |||||
[2] | Certain reclassifications have been made as a result of the Company’s reclassifying the impact of certain components of foreign currency gain (loss) from cost of goods sold and interest expense to other income. |
Revenue Recognition (Detail Tex
Revenue Recognition (Detail Textuals) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2018 | Oct. 31, 2018 | Feb. 01, 2018 | Jan. 31, 2018 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Revenue recognized | $ 2,800 | $ 4,900 | ||
Customer refund liability | 235,400 | 235,400 | ||
Contract liability | 4,200 | 4,200 | $ 6,000 | |
Impact of Adoption of ASC 606 | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Reduction in stockholders equity | $ 53,700 | |||
Customer refund liability | $ 235,400 | $ 235,400 |
Inventories (Detail Textuals)
Inventories (Detail Textuals) - USD ($) $ in Millions | Oct. 31, 2018 | Jan. 31, 2018 | Oct. 31, 2017 |
Inventory Disclosure [Abstract] | |||
Anticipated inventory return asset | $ 37.5 | $ 39.4 | $ 40.8 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Oct. 31, 2018 | Jan. 31, 2018 | Oct. 31, 2017 |
Debt Instrument [Line Items] | |||
Debt instruments, carrying value | $ 734,599 | $ 437,003 | $ 774,648 |
Term loan | |||
Debt Instrument [Line Items] | |||
Debt instruments, carrying value | 300,000 | 300,000 | 300,000 |
Revolving credit facility | |||
Debt Instrument [Line Items] | |||
Debt instruments, carrying value | 309,599 | 12,003 | 349,648 |
Note issued to LVMH | |||
Debt Instrument [Line Items] | |||
Debt instruments, carrying value | 125,000 | 125,000 | 125,000 |
Level 2 | Term loan | |||
Debt Instrument [Line Items] | |||
Debt instruments, carrying value | 300,000 | 300,000 | 300,000 |
Debt instruments, fair value | 300,000 | 300,000 | 300,000 |
Level 2 | Revolving credit facility | |||
Debt Instrument [Line Items] | |||
Debt instruments, carrying value | 309,599 | 12,003 | 349,648 |
Debt instruments, fair value | 309,599 | 12,003 | 349,648 |
Level 3 | Note issued to LVMH | |||
Debt Instrument [Line Items] | |||
Debt instruments, carrying value | 95,345 | 91,667 | 90,239 |
Debt instruments, fair value | $ 95,345 | $ 91,667 | $ 90,239 |
Net Income per Common Share - R
Net Income per Common Share - Reconciliation between basic and diluted net income per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2018 | Oct. 31, 2017 | |
Net Income per Common Share | ||||
Net income (in dollars) | $ 94,025 | $ 81,625 | $ 113,987 | $ 62,666 |
Basic net income per share: | ||||
Basic common shares | 49,231 | 48,846 | 49,176 | 48,729 |
Basic net income per share (in dollars per share) | $ 1.91 | $ 1.67 | $ 2.32 | $ 1.29 |
Diluted net income per share: | ||||
Basic common shares | 49,231 | 48,846 | 49,176 | 48,729 |
Diluted restricted stock awards and stock options | 1,263 | 682 | 1,169 | 681 |
Diluted common shares | 50,494 | 49,528 | 50,345 | 49,410 |
Diluted net income per share (in dollars per share) | $ 1.86 | $ 1.65 | $ 2.26 | $ 1.27 |
Net Income per Common Share (De
Net Income per Common Share (Detail Textuals) - shares | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2018 | Oct. 31, 2017 | |
Net Income per Common Share | ||||
Common stock excluded from the diluted net income per share calculation | 344,000 | 1,000,000 | 330,000 | 1,100,000 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) $ in Thousands | Oct. 31, 2018 | Jan. 31, 2018 | Oct. 31, 2017 | |
Debt Instrument [Line Items] | ||||
Subtotal | $ 734,599 | $ 437,003 | $ 774,648 | |
Less: Net debt issuance costs | [1] | (10,667) | (12,626) | (13,279) |
Debt discount | (29,655) | (33,333) | (34,761) | |
Total | 694,277 | 391,044 | 726,608 | |
Term loan | ||||
Debt Instrument [Line Items] | ||||
Subtotal | 300,000 | 300,000 | 300,000 | |
Revolving credit facility | ||||
Debt Instrument [Line Items] | ||||
Subtotal | 309,599 | 12,003 | 349,648 | |
Less: Net debt issuance costs | (7,700) | (9,500) | (10,100) | |
Note issued to LVMH | ||||
Debt Instrument [Line Items] | ||||
Subtotal | 125,000 | $ 125,000 | $ 125,000 | |
Debt discount | $ (40,000) | |||
[1] | Does not include debt issuance costs, net of amortization, totaling $7.7 million, $10.1 million and $9.5 million as of October 31, 2018, October 31, 2017 and January 31, 2018, respectively, related to the revolving credit facility. These debt issuance costs have been deferred and are classified within prepaid expenses and other current assets in the accompanying Condensed Consolidated Balance Sheets in accordance with Accounting Standards Update (“ASU”) 201515. |
Notes Payable (Detail Textuals)
Notes Payable (Detail Textuals) - USD ($) $ in Thousands | Dec. 01, 2016 | Oct. 31, 2018 | Jan. 31, 2018 | Oct. 31, 2017 | |
Debt Instrument [Line Items] | |||||
Debt issuance costs | [1] | $ 10,667 | $ 12,626 | $ 13,279 | |
Debt discount | $ 29,655 | 33,333 | 34,761 | ||
Term loan | |||||
Debt Instrument [Line Items] | |||||
Prepayment of principal amount | $ 50,000 | ||||
Maturity date | Dec. 1, 2022 | ||||
Floor rate | 1.00% | ||||
Applicable margin | 5.25% | ||||
Debt instrument interest rate | 7.36% | ||||
Interest rate terms | Interest on the outstanding principal amount of the Term Loan accrues at a rate equal to the London Interbank Offered Rate ("LIBOR"), subject to a 1% floor, plus an applicable margin of 5.25% or an alternate base rate (defined as the greatest of (i) the "prime rate" as published by the Wall Street Journal from time to time, (ii) the federal funds rate plus 0.5% or (iii) the LIBOR rate for a borrowing with an interest period of one month) plus 4.25%, per annum, payable in cash. As of October 31, 2018, interest under the Term Loan was being paid at an average rate of 7.36% per annum. | ||||
Principal amount of debt | $ 350,000 | ||||
Term loan | LIBOR plus | |||||
Debt Instrument [Line Items] | |||||
Spread interest rate | 4.25% | ||||
Term loan | Federal funds rate plus | |||||
Debt Instrument [Line Items] | |||||
Spread interest rate | 0.50% | ||||
Revolving credit facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing amount | $ 650,000 | ||||
Maturity date | Dec. 1, 2021 | ||||
Debt instrument commitment fee percentage | 0.25% | ||||
Term of credit agreement | 5 years | ||||
Debt issuance costs | $ 7,700 | $ 9,500 | $ 10,100 | ||
Debt instrument interest rate | 3.71% | ||||
Revolving credit facility | Long term liabilities | |||||
Debt Instrument [Line Items] | |||||
Borrowings outstanding | $ 309,600 | ||||
Revolving credit facility | Trade letters of Credit | |||||
Debt Instrument [Line Items] | |||||
Borrowings outstanding | 8,600 | ||||
Revolving credit facility | Standby Letters of Credit | |||||
Debt Instrument [Line Items] | |||||
Borrowings outstanding | $ 3,400 | ||||
Revolving credit facility | LIBOR plus | Minimum | |||||
Debt Instrument [Line Items] | |||||
Spread interest rate | 1.25% | ||||
LIBOR rate for borrowing with an interest period of one month | 0.25% | ||||
Revolving credit facility | LIBOR plus | Maximum | |||||
Debt Instrument [Line Items] | |||||
Spread interest rate | 1.75% | ||||
LIBOR rate for borrowing with an interest period of one month | 0.75% | ||||
Revolving credit facility | Federal funds rate plus | |||||
Debt Instrument [Line Items] | |||||
Spread interest rate | 0.50% | ||||
Note issued to LVMH | |||||
Debt Instrument [Line Items] | |||||
Debt instrument interest rate | 2.00% | ||||
Principal amount of debt | $ 125,000 | ||||
Debt discount | 40,000 | ||||
Note issued to LVMH | Notes Payable Due On June 1 2023 | |||||
Debt Instrument [Line Items] | |||||
Principal amount of debt | 75,000 | ||||
Note issued to LVMH | Notes Payable due on December 1, 2023 | |||||
Debt Instrument [Line Items] | |||||
Principal amount of debt | $ 50,000 | ||||
[1] | Does not include debt issuance costs, net of amortization, totaling $7.7 million, $10.1 million and $9.5 million as of October 31, 2018, October 31, 2017 and January 31, 2018, respectively, related to the revolving credit facility. These debt issuance costs have been deferred and are classified within prepaid expenses and other current assets in the accompanying Condensed Consolidated Balance Sheets in accordance with Accounting Standards Update (“ASU”) 201515. |
Segments - Information regardin
Segments - Information regarding reportable segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2018 | Oct. 31, 2017 | ||||
Segment Reporting Information [Line Items] | |||||||
Net sales | $ 1,072,982 | $ 1,024,993 | [1] | $ 2,309,423 | $ 2,092,040 | [1] | |
Cost of goods sold | 690,882 | 633,897 | [2] | 1,461,252 | 1,296,239 | [2] | |
Gross profit | 382,100 | 391,096 | 848,171 | 795,801 | |||
Selling, general and administrative expenses | 232,052 | 242,740 | 632,983 | 636,000 | |||
Depreciation and amortization | 10,033 | 6,906 | 28,868 | 27,480 | |||
Operating profit (loss) | 140,015 | 141,450 | 186,320 | 132,321 | |||
Operating Segments | Wholesale | |||||||
Segment Reporting Information [Line Items] | |||||||
Net sales | 1,005,358 | 966,820 | [1] | 2,077,628 | 1,887,902 | [1] | |
Cost of goods sold | 677,011 | 636,636 | [2] | 1,381,342 | 1,251,372 | [2] | |
Gross profit | 328,347 | 330,184 | 696,286 | 636,530 | |||
Selling, general and administrative expenses | 166,423 | 174,679 | 439,014 | 433,323 | |||
Depreciation and amortization | 7,709 | 6,790 | 22,192 | 20,403 | |||
Operating profit (loss) | 154,215 | 148,715 | 235,080 | 182,804 | |||
Operating Segments | Retail | |||||||
Segment Reporting Information [Line Items] | |||||||
Net sales | 110,934 | 118,709 | [1] | 322,115 | 324,329 | [1] | |
Cost of goods sold | 57,181 | 57,797 | [2] | 170,230 | 165,058 | [2] | |
Gross profit | 53,753 | 60,912 | 151,885 | 159,271 | |||
Selling, general and administrative expenses | 65,629 | 68,061 | 193,969 | 202,677 | |||
Depreciation and amortization | 2,324 | 116 | 6,676 | 7,077 | |||
Operating profit (loss) | (14,200) | (7,265) | (48,760) | (50,483) | |||
Elimination | |||||||
Segment Reporting Information [Line Items] | |||||||
Net sales | [3] | (43,310) | (60,536) | [1] | (90,320) | (120,191) | [1] |
Cost of goods sold | [3] | $ (43,310) | $ (60,536) | [2] | $ (90,320) | $ (120,191) | [2] |
[1] | Certain reclassifications have been made between the wholesale operations segment and the elimination column as a result of sales eliminations within the wholesale operations segment being misclassified as inter-segment eliminations. | ||||||
[2] | Certain reclassifications have been made as a result of the Company’s reclassifying the impact of certain components of foreign currency gain (loss) from cost of goods sold and interest expense to other income. | ||||||
[3] | Represents intersegment sales to the Company’s retail operations segment. |
Segments - Information of total
Segments - Information of total assets for company's reportable segments (Details 1) - USD ($) $ in Thousands | Oct. 31, 2018 | Jan. 31, 2018 | Oct. 31, 2017 |
Segment Reporting Information [Line Items] | |||
Total assets | $ 2,551,068 | $ 1,915,177 | $ 2,259,053 |
Corporate Segment | |||
Segment Reporting Information [Line Items] | |||
Total assets | 170,635 | 145,418 | 136,031 |
Operating Segments | Wholesale | |||
Segment Reporting Information [Line Items] | |||
Total assets | 2,155,840 | 1,554,191 | 1,871,373 |
Operating Segments | Retail | |||
Segment Reporting Information [Line Items] | |||
Total assets | $ 224,593 | $ 215,568 | $ 251,649 |
Segments (Detail Textuals)
Segments (Detail Textuals) | 9 Months Ended |
Oct. 31, 2018segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2018 | Oct. 31, 2017 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Balance at beginning of period | $ 1,120,689 | $ 1,021,236 | ||
Comprehensive income | $ 92,046 | $ 85,807 | 103,943 | 74,889 |
Equity awards exercised/vested, net | 56 | 1,532 | ||
Share-based compensation expense | 14,876 | 15,362 | ||
Adjustments related to tax withholding for share-based compensation | (4,843) | (6,114) | ||
Other | (38) | 27 | ||
ASC 606 cumulative effect to retained earnings opening balance | (53,728) | |||
Balance at end of period | $ 1,180,955 | $ 1,106,932 | $ 1,180,955 | $ 1,106,932 |
Stockholders' Equity (Detail Te
Stockholders' Equity (Detail Textuals) - shares | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2018 | Oct. 31, 2017 | Oct. 31, 2018 | Oct. 31, 2017 | |
Equity [Abstract] | ||||
Common stock, shares issued | 117,774 | 144,390 | 137,050 | 179,302 |
Treasury stock, shares utilized of equity awards | 58,790 | 228,378 | 106,043 | 261,208 |
Final Tax Adjustment of Donna_2
Final Tax Adjustment of Donna Karan International acquisition (Detail Textuals) $ in Millions | Feb. 05, 2018USD ($) |
LVMH | |
Business Acquisition [Line Items] | |
Final tax adjustment | $ 4.6 |
Canadian Customs Duty Examina_2
Canadian Customs Duty Examination (Detail Textuals) - CBSA $ in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2018USD ($) | Mar. 31, 2018CAD ($) | Oct. 31, 2018USD ($) | Oct. 31, 2018CAD ($) | Oct. 31, 2018USD ($) | Oct. 31, 2018CAD ($) | |
Canadian Customs Duty Examination [Line Items] | ||||||
Value of bond issued for prepayments of additional duties | $ 20.9 | $ 26.9 | ||||
Amendment in prepayments of additional duties | $ 1.1 | $ 1.4 | ||||
Deferred higher dutiable value | $ 1.9 | $ 2.5 | $ 6.4 | $ 8.4 |
Investment in Fabco Holding B_2
Investment in Fabco Holding B.V. (Detail Textuals) - USD ($) | 1 Months Ended | |
Aug. 31, 2017 | Aug. 31, 2018 | |
Investment in Fabco Holding B.V. | ||
Percent of interest acquired in joint venture | 49.00% | |
Amount of contribution required for joint venture | $ 49,000 | $ 9,951,000 |
Amlon Capital B.V. | ||
Investment in Fabco Holding B.V. | ||
Percent of interest acquired in joint venture | 51.00% | |
Fabco Holding B.V. | ||
Investment in Fabco Holding B.V. | ||
Equity issued in joint venture | $ 25,000,000 | |
Amount of contribution required for joint venture | $ 10,000,000 |