UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On November 30, 2022, G-III Apparel Group, Ltd. (the “Company”) announced its results of operations for the third fiscal quarter ended October 31, 2022. A copy of the press release issued by the Company relating thereto is furnished herewith as Exhibit 99.1.
Item 8.01 Other Matters.
On November 30, 2022, the Company announced the extension of licenses for Calvin Klein and Tommy Hilfiger products. Below is a chart setting forth the new extended term, any potential renewal term or the existing current term for the Calvin Klein and Tommy Hilfiger license agreements. This chart updates the chart contained in our Annual Report on Form 10-K for the fiscal year ended January 31, 2022 (the “Form 10-K”).
Date Current | Date Potential Renewal | |||
License |
| Term Ends | Term Ends | |
Calvin Klein (Men's outerwear) | December 31, 2025 | None | ||
Calvin Klein (Women's outerwear) | December 31, 2025 | None | ||
Calvin Klein (Women's dresses) | December 31, 2026 | None | ||
Calvin Klein (Women's suits) | December 31, 2026 | December 31, 2029 | ||
Calvin Klein (Women's performance wear) | December 31, 2025 | None | ||
Calvin Klein (Women's better sportswear) | December 31, 2024 | None | ||
Calvin Klein (Better luggage) | December 31, 2027 | None | ||
Calvin Klein (Women's handbags and small leather goods) | December 31, 2026 | None | ||
Calvin Klein (Men's and women's swimwear) | December 31, 2026 | None | ||
Calvin Klein Jeans (Women's jeanswear) | December 31, 2024 | None | ||
Tommy Hilfiger (Men's and women's outerwear) | December 31, 2025 | None | ||
Tommy Hilfiger (Luggage) | December 31, 2027 | None | ||
Tommy Hilfiger (Women's sportswear)* | December 31, 2025 | None | ||
Tommy Hilfiger (Women's dresses)* | December 31, 2026 | None | ||
Tommy Hilfiger (Women's suits)* | December 31, 2026 | December 31, 2029 | ||
Tommy Jeans* | December 31, 2023 | None | ||
Tommy Hilfiger x Leagues | December 31, 2025 | None |
* These categories are part of the Tommy Hilfiger license agreement that is referred to as “Women’s apparel” in our Form 10-K. We have separated these categories for presentation purposes in this chart as there are different term end dates for these categories in the amendment to the Women’s apparel license agreement.
We are dependent on sales of licensed products for a substantial portion of our revenues. Net sales of products under the Calvin Klein and Tommy Hilfiger brands constituted approximately 48.2% of our net sales in the nine months ended October 31, 2022, approximately 50.7% of our net sales in fiscal 2022 and approximately 53.5% of our net sales in fiscal 2021.
The amendments to the license agreements for Calvin Klein and Tommy Hilfiger products provide for staggered extensions by category that expire beginning December 31, 2024 and continuing through December 31, 2027. PVH, the owner of these two brands, has indicated that it intends to produce these products itself once these license agreements expire. Unless we are able to increase the sales of our other products, acquire new businesses and/or enter into other license agreements covering different products, the inability to renew the Calvin Klein and Tommy Hilfiger license agreements would cause a significant decrease in our net sales and have a material adverse effect on our results of operations.
Item 9.01 Financial Statements and Exhibits.
None.
None.
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None.
99.1 |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Limitation on Incorporation by Reference
In accordance with General Instruction B.2 of Form 8-K, the information reported under Item 2.02 and in Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.
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EXHIBIT INDEX
Exhibit |
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99.1 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
G-III APPAREL GROUP, LTD. | ||
Date: November 30, 2022 | By: | /s/ Neal S. Nackman |
Name: | Neal S. Nackman | |
Title: | Chief Financial Officer | |
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