<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended July 31, 2000
-----------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to __________________________
Commission File Number 0-18183
-----------------------------------------------
G-III APPAREL GROUP, LTD.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 41-1590959
---------------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
512 Seventh Avenue, New York, New York 10018
--------------------------------------------------------------------------
(Address of Principal Executive Office) (Zip Code)
(212) 403-0500
-------------------------------------------
(Registrant's telephone number, including area code)
-------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
---------- ----------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of September 1, 2000.
Common Stock, $.01 par value per share: 6,535,354 shares.
----------
<PAGE>
<TABLE>
<CAPTION>
Part I FINANCIAL INFORMATION Page No.
<S> <C> <C>
Item 1. Financial Statements*
Condensed Consolidated Balance Sheets -
July 31, 2000 and January 31, 2000.............................3
Condensed Consolidated Statements of Operations -
For the Three Months Ended
July 31, 2000 and 1999.........................................4
Condensed Consolidated Statements of Operations -
For the Six Months Ended
July 31, 2000 and 1999.........................................5
Condensed Consolidated Statements of Cash Flows -
For the Six Months Ended
July 31, 2000 and 1999.........................................6
Notes to Condensed Consolidated Financial Statements...................7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations............................................................10
</TABLE>
* The Balance Sheet at January 31, 2000 has been taken from the audited
financial statements at that date. All other financial statements are
unaudited.
<TABLE>
<S> <C> <C>
Part II OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Stockholders.......................13
Item 6. Exhibits and Reports on Form 8-K......................................13
(a) Exhibits
1. Amendment No. 5 to the Fifth Amended and Restated Loan
Agreement, dated as of July 14, 2000, by and among
G-III, the Banks and Fleet Bank.
(b) Report on Form 8-K................................................13
</TABLE>
-2-
<PAGE>
G-III Apparel Group, Ltd. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
<TABLE>
<CAPTION>
ASSETS JULY 31, JANUARY 31,
2000 2000
---- ----
(unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 1,231 $ 14,530
Accounts receivable 40,395 16,597
Allowance for doubtful accounts and sales discounts (4,188) (3,892)
Inventories - net 53,019 21,175
Prepaid expenses and other current assets 3,189 894
--------- ---------
Total current assets 93,646 49,304
PROPERTY, PLANT AND EQUIPMENT, NET 3,310 3,316
DEFERRED INCOME TAXES 4,676 4,676
OTHER ASSETS 1,509 2,305
--------- ---------
$ 103,141 $ 59,601
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable $ 46,367 $ 3,311
Current maturities of obligations under capital leases 102 116
Income taxes payable 323 2,874
Accounts payable 7,781 5,875
Accrued expenses 5,666 4,714
Accrued nonrecurring charges 1,063 1,259
--------- ---------
Total current liabilities 61,302 18,149
OTHER LONG-TERM LIABILITIES 390 419
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock, 1,000,000 shares authorized;
no shares issued and outstanding in all periods
Common stock - $.01 par value; authorized, 20,000,000 shares; 6,780,171 and
6,767,921 shares issued at July 31, 2000 and January 31, 2000, respectively 68 68
Additional paid-in capital 24,902 24,874
Retained earnings 17,449 16,521
--------- ---------
42,419 41,463
Less common stock held in treasury - 244,817 shares at July 31, 2000 and
118,575 shares at January 31, 2000, at cost (970) (430)
--------- ---------
41,449 41,033
--------- ---------
$ 103,141 $ 59,601
========= =========
</TABLE>
The accompanying notes are an integral part of these statements.
-3-
<PAGE>
G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JULY 31,
---------------------------
(Unaudited)
2000 1999
---- ----
<S> <C> <C>
Net sales $47,385 $33,246
Cost of goods sold 33,587 23,761
------- -------
Gross profit 13,798 9,485
Selling, general and administrative expenses 7,280 6,772
------- -------
Operating income 6,518 2,713
Interest and financing charges, net 787 430
------- -------
Income before minority interest 5,731 2,283
and income taxes
Minority interest in loss of joint venture 382
------- -------
Income before income taxes 5,731 2,665
Income tax expense 2,284 1,066
------- -------
Net income $ 3,447 $ 1,599
======= =======
INCOME PER COMMON SHARE:
Basic:
Net income per common share $ 0.53 $ 0.24
======= =======
Weighted average number of shares outstanding 6,524,360 6,717,921
========= =========
Diluted:
Net income per common share $ 0.49 $ 0.24
======= =======
Weighted average number of shares outstanding 7,048,484 6,786,911
========= =========
</TABLE>
The accompanying notes are an integral part of these statements.
-4-
<PAGE>
G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JULY 31,
-------------------------
(Unaudited)
2000 1999
---- ----
<S> <C> <C>
Net sales $57,963 $41,716
Cost of goods sold 41,985 31,398
------- -------
Gross profit 15,978 10,318
Selling, general and administrative expenses 13,582 13,659
------- -------
Operating income (loss) 2,396 (3,341)
Interest and financing charges, net 872 528
------- -------
Income (loss) before minority interest 1,524 (3,869)
and income taxes
Minority interest in loss of joint venture 9 813
------- -------
Income (loss) before income taxes 1,533 (3,056)
Income tax expense (benefit) 605 (1,222)
------- -------
Net income (loss) $ 928 $(1,834)
======= =======
INCOME (LOSS) PER COMMON SHARE:
Basic:
Net income (loss) per common share $ 0.14 $ (0.27)
======= =======
Weighted average number of shares outstanding 6,569,370 6,717,921
========= =========
Diluted:
Net income (loss) per common share $ 0.13 $ (0.27)
======= =======
Weighted average number of shares outstanding 7,033,839 6,717,921
========== =========
</TABLE>
The accompanying notes are an integral part of these statements.
-5-
<PAGE>
G-III Apparel Group, Ltd. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JULY 31,
-------------------------
(Unaudited)
-----------
2000 1999
------------ --------
<S> <C> <C>
Cash flows from operating activities
Net income (loss) $ 928 $ (1,834)
Adjustments to reconcile net income (loss) to
net cash used in operating activities
Depreciation and amortization 433 710
Minority interest (9) (813)
Changes in operating assets and liabilities:
Accounts receivable (23,502) (15,611)
Inventories (31,844) (18,708)
Income taxes (2,551) (911)
Prepaid expenses and other current assets (2,295) (1,492)
Other assets (207) 11
Accounts payable and accrued expenses 2,858 6,644
Accrued nonrecurring charge (235) (41)
Other long term liabilities 50
-------- --------
Net cash used in operating activities (56,374) (32,045)
-------- --------
Cash flows from investing activities
Capital expenditures (444) (281)
Capital dispositions 17
-------- --------
Net cash used in investing activities (427) (281)
-------- --------
Cash flows from financing activities
Increase in notes payable, net 43,056 26,242
Payments for capital lease obligations (54) (119)
Investment in joint venture by minority partner 1,012 750
Purchase of common stock for Treasury (540)
Proceeds from exercise of stock options 28
-------- --------
Net cash from financing activities 43,502 26,873
-------- --------
Net decrease in cash and cash equivalents (13,299) (5,453)
Cash and cash equivalents at beginning of period 14,530 7,241
-------- --------
Cash and cash equivalents at end of period $ 1,231 $ 1,788
======== ========
Supplemental disclosures of cash flow information:
Cash paid (received) during the period for
Interest $ 422 $ 591
Income taxes $ 3,105 $ (290)
</TABLE>
The accompanying notes are an integral part of these statements.
-6-
<PAGE>
G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - General Discussion
The results for the six-month period ended July 31, 2000 are not necessarily
indicative of the results expected for the entire fiscal year. The accompanying
financial statements included herein are unaudited. In the opinion of
management, all adjustments (consisting of only normal recurring adjustments)
necessary for a fair presentation of the financial position, results of
operations and cash flows for the interim periods presented have been reflected.
The Company consolidates the accounts of all its majority-owned subsidiaries.
All material intercompany balances and transactions have been eliminated.
The accompanying financial statements should be read in conjunction with the
financial statements and notes included in the Company's Annual Report on Form
10K filed with the Securities and Exchange Commission for the year ended January
31, 2000.
Certain reclassifications have been made to conform to the fiscal 2001
presentation.
Note 2 - Inventories
Inventories consist of:
<TABLE>
<CAPTION>
JULY 31, January 31,
2000 2000
-------------- ---------
(in thousands)
<S> <C> <C>
Finished products $ 29,299 $ 10,990
Work-in-process 5,320 326
Raw materials 18,400 9,859
------- -------
$ 53,019 $ 21,175
======= =======
</TABLE>
Note 3 - Net Income (Loss) Per Common Share
Basic earnings per share amounts have been computed using the weighted average
number of common shares outstanding during each year. When applicable, diluted
earnings per share amounts are computed using the weighted average number of
common shares and the dilutive potential common shares outstanding during the
year.
Note 4 - Notes Payable
The Company's loan agreement, which expires on May 31, 2002, provides for a
maximum line of credit in amounts that range from $45 million to $72 million
during each year of the loan term. The amounts available include direct
borrowings that range from $30 million to $52 million during each year of the
loan term. The balance of the credit line may be used for letters of credit. All
amounts available for borrowing are subject to borrowing base formulas and
overadvances specified in the agreement. There was $44.9 million outstanding at
July 31, 2000 and no loan balance outstanding at January 31, 2000 under this
agreement.
-7-
<PAGE>
Notes payable also includes borrowings by PT Balihides, the Company's Indonesian
subsidiary, under a credit facility with an Indonesian bank. Notes payable of
approximately $1.5 million as of July 31, 2000 and January 31, 2000 represent
maximum borrowings under this facility.
In November 1999, the Company and Black Entertainment Television decided to
discontinue their BET Design Studio joint venture. BET Design Studio had an
asset-based credit facility with The CIT Group. Direct borrowings bore interest
at the prevailing prime rate plus 50 basis points. To support the requirement
for overadvances which occurred when the available collateral was not sufficient
to support the level of direct bank debt and letters of credit opened to pay for
product, both partners opened standby letters of credit in the amount of
$750,000 under which The CIT Group was the beneficiary. The loan ($1.2 million
at January 31, 2000) was paid off in its entirety on February 16, 2000 by
drawing down both partners' standby letters of credit (See Note 5).
Note 5 - Nonrecurring Charges
In November 1999, the Company formulated a plan to cease operations of the BET
Design Studio joint venture. The joint venture generated revenues of
approximately $2.4 million and $884,000 in the years ended January 31, 2000 and
1999, respectively. The Company incurred losses from the joint venture of
approximately $2.0 million, $1.4 million, and $450,000 for the years ended
January 31, 2000, 1999, 1998, respectively. In connection with the plan, the
Company recorded $1.6 million of unusual and non-recurring charges, consisting
of $1.1 million in asset writedowns and $500,000 relating to a provision for
closing costs and various accrued expenses. The remaining nonrecurring balance
($281,000) relates to the reserve associated with the closure of the Company's
domestic factory that was completed by January 31, 1995. Based on current
estimates, management believes that existing accruals are adequate. Other
long-term liabilities include $188,000 and $227,000 of nonrecurring charges at
July 31, 2000 and January 31, 2000, respectively.
The status of the provision at the end of the period was:
<TABLE>
<CAPTION>
Balance 2000 BALANCE
January 31, 2000 Activity JULY 31, 2000
---------------- -------- -------------
(in thousands)
<S> <C> <C> <C>
Domestic operating lease obligation $ 316 $ (35) $ 281
Dissolution of BET Design Studio 1,170 (200) 970
----- ----- ------
$1,486 $ (235) $1,251
===== ===== =====
</TABLE>
-8-
<PAGE>
Note 6 - Comprehensive Income
As of February 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income" (SFAS 130). The adoption of
this Statement had no impact on the Company's net income or stockholders'
equity. This pronouncement sets forth requirements for disclosure of the
Company's comprehensive income and accumulated other comprehensive items.
Comprehensive income is defined as the change in equity during a period from
transactions in other events and circumstances unrelated to net income (e.g.,
foreign currency translation gains and losses). For the six-month periods ended
July 31, 2000 and 1999, other comprehensive income was not material.
Note 7 - Segments
The Company's reportable segments are business units that offer different
products and are managed separately. The company operates in two segments,
licensed and non-licensed apparel. The following information is presented for
the three and six month periods indicated below:
<TABLE>
<CAPTION>
THREE MONTHS ENDED JULY 31,
---------------------------
2000 1999
---- ----
NON- Non-
LICENSED LICENSED Licensed Licensed
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales $ 16,738 $ 30,647 $ 14,480 $ 18,766
Cost of goods sold 12,024 21,563 10,128 13,633
------- ------- ------- --------
Gross profit 4,714 9,084 4,352 5,133
Selling, general and administrative 3,422 3,858 2,354 4,418
------- ------- ------- --------
Operating income 1,292 5,226 1,998 715
Interest expense 317 470 82 348
------- ------- ------- --------
Income before minority
interest and income taxes 975 4,756 1,916 367
Minority interest 382
------- ------- ------- --------
Income before income taxes $ 975 $ 4,756 $ 1,916 $ 749
======= ======= ======= ========
</TABLE>
<TABLE>
<CAPTION>
SIX MONTHS ENDED JULY 31,
-------------------------
2000 1999
---- ----
NON- Non-
LICENSED LICENSED Licensed Licensed
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales $ 23,418 $ 34,545 $ 19,387 $ 22,329
Cost of goods sold 17,075 24,910 14,328 17,070
------- -------- ------- --------
Gross profit 6,343 9,635 5,059 5,259
Selling, general and administrative 6,458 7,124 4,531 9,128
------- -------- ------- --------
Operating income (loss) (115) 2,511 528 (3,869)
Interest expense 290 582 57 471
------- -------- ------- --------
Income (loss) before minority
interest and income taxes (405) 1,929 471 (4,340)
Minority interest 9 813
------- -------- ------- --------
Income (loss) before income taxes $ (405) $ 1,938 $ 471 $ (3,527)
======= ======== ======= ========
</TABLE>
-9-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Statements in this Quarterly Report on Form 10-Q concerning the Company's
business outlook or future economic performance; anticipated revenues, expenses
or other financial items; product introductions and plans and objectives related
thereto; and statements concerning assumptions made or expectations as to any
future events, conditions, performance or other matter, are "forward-looking
statements" as that term is defined under the Federal securities laws.
Forward-looking statements are subject to risks, uncertainties and other factors
which could cause actual results to differ materially from those stated in such
statements. Such risks, uncertainties and factors include, but are not limited
to, reliance on foreign manufacturers, risks of doing business abroad, the
nature of the apparel industry, including changing consumer demand and tastes,
seasonality, customer acceptance of new products, the impact of competitive
products and pricing, dependence on existing management, general economic
conditions, as well as other risks detailed in the Company's filings with the
Securities and Exchange Commission, including this Quarterly Report on Form
10-Q.
RESULTS OF OPERATIONS
Net sales for the three months ended July 31, 2000 were $47.4 million compared
to $33.2 million for the same period last year. The increase in net sales during
the quarter was primarily attributable to an increase in sales of non-licensed
apparel ($11.9 million), as well as an increase in sales of licensed apparel
($2.3 million). Net sales for the six months ended July 31, 2000 were $58.0
million compared to $41.7 million for the same period in the prior year. The
increase in net sales in the six month period was also primarily attributable to
an increase in sales of non-licensed apparel ($12.2 million), as well as an
increase in sales of licensed apparel ($4.0 million).
Gross profit was $13.8 million, or 29.1% of net sales, for the three months
ended July 31, 2000 compared to $9.5 million, or 28.5% of net sales, for the
same period last year. Gross profit was $16.0 million, or 27.6% of net sales,
for the six months ended July 31, 2000 compared to $10.3 million, or 24.7% of
net sales, for the same period last year. As a percentage of net sales, gross
profit for the three and six month-periods ended July 31, 2000 increased
primarily due to sales of higher margin products in the non-licensed apparel
segment and higher commission fee income which is included in the non-licensed
apparel segment.
Selling, general and administrative expenses for the three months ended July 31,
2000 were $7.3 million compared to $6.8 million in the three months ended July
31, 1999. Selling, general and administrative expenses for the six months ended
July 31, 2000 were $13.6 million compared to $13.7 million for the same period
last year. Last year's six-month period included $1.7 million of expenses
relating to the BET Design Studio joint venture that was discontinued in
November 1999. Excluding the BET Design Studio expenses, the Company's selling,
general and administrative expenses increased approximately $1.6 million over
the prior year. This increase is primarily a result of expenses relating to the
start-up of the Cole Haan, Caterpillar, and Jones New York Men's divisions,
which caused increased expenses in the licensed apparel segment. In addition,
personnel expenses increased over the prior year. Excluding the BET Design
Studio expenses in the prior year, selling, general and administrative expenses
were 23.4% of net sales in the six months ended July 31, 2000 compared to 28.7%
in the same period in the prior year.
-10-
<PAGE>
Interest expense and finance charges for the three months ended July 31, 2000
were $787,000 compared to $430,000 in the same period last year. Interest
expense and finance charges for the six months ended July 31, 2000 were $872,000
compared to $528,000 in the same period last year. The increase in interest
expense resulted primarily from increased inventory investments, because orders
for fall merchandise deliveries are at a higher level than in the prior year.
Interest expense also increased due to higher interest rates.
Income tax expense of $2.3 million reflect an effective tax rate of 40% for the
three months ended July 31, 2000 compared to income taxes of $1.1 million (same
effective tax rate) in the comparable period in the prior year. Income tax
expense of $605,000 for the six months ended July 31, 2000 also reflects an
effective tax rate of 40%, compared to an income tax benefit of $1.2 million
(same effective tax rate) in the same period last year.
For the three months ended July 31, 2000, the Company had net income of $3.4
million, or $.49 per diluted share, compared to net income of $1.6 million, or
$.24 per diluted share, for the comparable period in the prior year. Net income
per share increased as the result of the foregoing factors. For the six months
ended July 31, 2000, the Company had net income of $928,000, or $.13 income per
diluted share, compared to a net loss of $1.8 million, or $.27 loss per diluted
share, for the same period in the prior year.
LIQUIDITY AND CAPITAL RESOURCES
The Company's loan agreement, which expires on May 31, 2002, provides for a
maximum line of credit in amounts that range from $45 million to $72 million
during each year of the loan term. The amounts available include direct
borrowings that range from $30 million to $52 million during each year of the
loan term. The balance of the credit line may be used for letters of credit. All
amounts available for borrowing are subject to borrowing base formulas and
overadvances specified in the agreement.
Direct borrowings bear interest at the agent's prime rate (9.5% as of September
1, 2000) or LIBOR plus 225 basis points (8.92% at September 1, 2000) at the
election of the Company. All borrowings are collateralized by the assets of the
Company. The loan agreement requires the Company, among other covenants, to
maintain certain earnings and tangible net worth levels, and prohibits the
payment of cash dividends. As of July 31, 2000, direct borrowings were $44.9
million and contingent liability under open letters of credit approximated $19.3
million. The amount borrowed under the line of credit varies based upon the
Company's seasonal requirements.
PT Balihides, the Company's Indonesian subsidiary, has a separate credit
facility with an Indonesian bank. Notes payable of approximately $1.5 million as
of July 31, 2000 and January 31, 2000 represent maximum borrowings under this
facility.
-11-
<PAGE>
In November 1999, the Company and Black Entertainment Television ("BET") decided
to discontinue their BET Design Studio joint venture. The joint venture was
started in February 1997 to provide a BET-branded clothing and accessory line.
As of July 31, 2000, BET and the Company had each contributed $3.8 million to
this joint venture.
BET Design Studio had an asset-based credit facility with The CIT Group. Direct
borrowings bore interest at the prevailing prime rate plus 50 basis points. To
support the requirement for overadvances which occurred when the available
collateral was not sufficient to support the level of direct bank debt and
letters of credit opened to pay for product, both partners opened standby
letters of credit in the amount of $750,000 under which The CIT Group was the
beneficiary. The loan was paid off in its entirety on February 16, 2000 by
drawing down both partners' standby letters of credit.
BET advanced $600,000 to BET Design Studio under a lending agreement. Borrowings
under this agreement bore interest at 12% during the first twelve months of the
agreement and 14% thereafter. The loan was paid off in its entirety on March 9,
2000.
On December 20, 1999, the Board of Directors authorized the Company to
repurchase up to $1,000,000 worth of the Company's common stock, from time to
time, until September 30, 2000, in open market purchases at market prices or in
privately negotiated transactions, at the discretion of the Chief Executive
Officer of the Company. The Company purchased 244,817 shares of its common stock
at a total cost of $970,000. The Company concluded its buyback program in April
2000.
EFFECT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Derivatives
In June 1998, the FASB issued Statement of Financial Accounting Standards No.
133 ("SFAS NO. 133"), "Accounting for Derivative Instruments and Hedging
Activities," as amended by SFAS NO. 137, is effective with the first quarter of
fiscal years beginning after June 15, 2000. SFAS No. 133 will require the
Company to recognize all derivatives on the balance sheet at fair value.
Adoption of SFAS No. 133 is not expected to have a material effect on the
Company's financial statements.
-12-
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS
(a) The Company's Annual Meeting of Stockholders was held on
June 13, 2000 (the "Annual Meeting").
(b) The following matters were voted on and approved by the
Company's stockholders at the Annual Meeting:
(i) The election of nine directors to serve for the ensuing
year. The following nominees were elected as directors of
the Company (with the Company's stockholders having voted
as set forth below):
<TABLE>
<CAPTION>
============================================================================================
NOMINEE VOTES FOR WITHHELD AUTHORITY TO VOTE
--------------------------------------------------------------------------------------------
<S> <C> <C>
Morris Goldfarb 5,740,608 493,579
--------------------------------------------------------------------------------------------
Aron Goldfarb 5,740,608 493,579
--------------------------------------------------------------------------------------------
Lyle Berman 5,740,608 493,579
--------------------------------------------------------------------------------------------
Thomas J. Brosig 5,740,508 493,679
--------------------------------------------------------------------------------------------
Alan Feller 5,740,608 493,579
--------------------------------------------------------------------------------------------
Carl Katz 5,740,028 494,159
--------------------------------------------------------------------------------------------
Willem van Bokhorst 5,740,508 493,679
--------------------------------------------------------------------------------------------
Sigmund Weiss 5,740,403 493,784
--------------------------------------------------------------------------------------------
George J. Winchell 5,740,508 493,679
============================================================================================
</TABLE>
(ii) The adoption of the G-III Apparel Group, Ltd. 2000 Stock
Option Plan for Non-Employee Directors. The Company's
stockholders voted as follows:
FOR: 5,329,162
AGAINST: 885,375
ABSTENTIONS: 19,650
BROKER NON-VOTES: 0
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
1. Amendment No. 5 to the Fifth Amended and Restated Loan
Agreement, dated as of July 14, 2000, by and among G-III,
the Banks and Fleet Bank.
(B) REPORT ON FORM 8-K
On July 20, 2000, the Registrant filed a Report on Form 8-K
reporting a change in certifying accountant under Item 4.
-13-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
G-III APPAREL GROUP, LTD.
(Registrant)
Date: September 13, 2000 By: /s/ Morris Goldfarb
-------------------
Morris Goldfarb
Chief Executive Officer
Date: September 13, 2000 By: /s/ Wayne S. Miller
-------------------
Wayne S. Miller
Chief Financial Officer
