false
0000821002
G III APPAREL GROUP LTD /DE/
0000821002
2026-09-01
2026-09-01
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event
Reported): September 2, 2026 (September 1, 2026)
G-III APPAREL GROUP, LTD.
(Exact name of registrant as specified in its charter)
| Delaware |
|
0-18183 |
|
41-1590959 |
(State or Other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
|
512 Seventh Avenue
New York, NY |
|
10018 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(212) 403-0500
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange on Which
Registered |
| Common Stock, $0.01 par value per share |
|
GIII |
|
The Nasdaq Stock Market |
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. ☐
Explanatory Note
This Current Report on Form 8-K
is being filed by G-III Apparel Group, Ltd. (the “Company”) in connection with the completion of the previously announced
acquisition of the Marc Jacobs business from LVMH Moet Hennessy Louis Vuitton Inc. and its affiliates (“LVMH”) as of September
1, 2026 (the “Closing Date”).
As described in the Company’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on May 14, 2026, the transaction was structured such that
(i) MJ Topco, LLC (“IPCo”), a newly formed joint venture between a subsidiary of the Company and an affiliate of WHP Global
(“WHP”), acquired all of the issued and outstanding units of Marc Jacobs Holdings, LLC through a wholly owned indirect subsidiary,
Majestic AcqCo, LLC (“Purchaser”), (ii) following such acquisition, the Company acquired the Marc Jacobs operating business
through its subsidiaries, and (iii) IPCo retained the Marc Jacobs intellectual property and certain other retained assets (collectively,
the “Transactions”). The Company funded its approximately $500 million investment using cash on hand and borrowings under
its revolving credit facility. The Company will operate the business pursuant to a license from IPCo.
Item 1.01 Entry into a Material Definitive Agreement.
Transition Services Agreement
On the Closing Date, Marc Jacobs
International, L.L.C. (“Marc Jacobs International”), LVMH and, solely for guaranty purposes, Purchaser, WH Borrower, LLC (“Purchaser
Parent”) and the Company entered into a Transition Services Agreement (the “TSA”), pursuant to which, following Closing,
LVMH and/or third-party providers will provide certain transition services to Marc Jacobs International and its subsidiaries. Pursuant
to the TSA, the Company guaranteed the due, prompt and full performance by Marc Jacobs International and its subsidiaries of all of their
payment and indemnification obligations arising under the TSA.
License Agreement
On the Closing Date, IPCo, G-III
Leather Fashions, Inc. and G-III Apparel Canada, ULC (together with G-III Leather Fashions, Inc., the “Licensee”), entered
into a License Agreement (the “License Agreement”), pursuant to which IPCo granted an exclusive license to the Licensee to
use the Marc Jacobs brands and related intellectual property held by IPCo, as well as certain other intellectual property rights developed
in the future in the United States, Canada, Mexico and Western Europe for the operation of Marc Jacobs-branded retail stores and branded
e-commerce sites and the distribution, sale and promotion of specified categories of products, including women’s and men’s
apparel, handbags, footwear, swim, small leather goods, luggage and cold weather accessories (through wholesale, branded retail stores
and branded e-commerce sites). The Licensee will also provide certain services to IPCo’s other licensees, distributors and franchisees,
including information related to research and development, designs and packaging and will assist IPCo in overseeing compliance with the
Marc Jacobs brand guidelines by such third parties.
The initial term of the License
Agreement is from the Closing Date through December 2041, and the License Agreement automatically renews for 10 successive periods of
5 years each (unless the Licensee provides notice of non-renewal at least 18 months prior to the end of the initial or applicable renewal
term). The License Agreement is terminable by IPCo if the Licensee breaches its obligation to make required payments or otherwise materially
breaches the License Agreement, in each case subject to an opportunity to cure such breach within a specified period of time.
Amended and Restated Operating
Agreement
On the Closing Date, G-III Investments,
Inc. (the “G-III Member”) and MJWHP, LLC, a Delaware limited liability company (“WHP Member”), entered into the
Amended and Restated Operating Agreement of IPCo (the “A&R Operating Agreement”), pursuant to which IPCo will have a single
class of membership interests (the “Units”), with the G-III Member owning 50% of the Units and the WHP Member owning 50% of
the Units.
IPCo will be governed by a board
of managers initially consisting of five managers, with two managers appointed by the G-III Member and three managers appointed by the
WHP Member, which is subject to change in the future based on the relative ownership percentages of the G-III Member and the WHP Member
in IPCo, and other
circumstances provided in the A&R Operating Agreement. Certain decisions (including amendments to the A&R Operating
Agreement, mergers, acquisitions, dispositions, incurrence of indebtedness above certain thresholds, related party transactions and bankruptcy)
require approval of both members for so long as they continue to own certain ownership percentages.
Pursuant to the A&R Operating
Agreement, the G-III Member and the WHP Member generally may not transfer their Units prior to the third anniversary of the Closing Date
(other than to permitted transferees or with the prior written consent of the other member). After the third anniversary of the Closing
Date, each party may transfer its respective Units but subject to a right of first offer and tag along right in favor of the other parties.
The foregoing description of
the A&R Operating Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the
A&R Operating Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 2.01 Completion of Acquisition or Disposition
of Assets.
On the Closing Date, pursuant
to the Unit Purchase Agreement, dated as of May 14, 2026 (the “Unit Purchase Agreement”), by and among Purchaser, the owners
of all of the issued and outstanding units of Marc Jacobs Holdings, LLC (collectively, the “Sellers”) and, solely for specified
sections, Purchaser Parent, Purchaser completed the acquisition of all of such units from the Sellers. Immediately following the closing
under the Unit Purchase Agreement and the completion of a related pre-closing restructuring, and pursuant to the Equity Purchase and Distribution
Agreement, dated as of May 14, 2026 (the “Equity Purchase and Distribution Agreement”), by and among G-III Leather Fashions,
Inc. (“G-III Buyer”), IPCo, Majestic Parent, LLC (“MJ Buyer Parent”) and, solely for specified sections, Purchaser
Parent and the Company, G-III Buyer purchased from IPCo all of the equity interests of MJ Buyer Parent, which holds the Marc Jacobs operating
business (excluding the Marc Jacobs intellectual property, certain employment agreements and certain liabilities in China and Japan retained
by IPCo), such that the Company acquired the Marc Jacobs operating business through its subsidiaries. IPCo retained the Marc Jacobs intellectual
property and certain other retained assets and liabilities.
Item 2.02 Results of Operations and Financial Condition.
On September 2, 2026, the Company
announced its results of operations for the second fiscal quarter ended July 31, 2026. A copy of the press release issued by the Company
relating thereto is furnished herewith as Exhibit 99.1.
The foregoing (including Exhibit
99.1) is being furnished pursuant to Item 2.02 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed
to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the
Exchange Act.
Item 7.01 Regulation FD Disclosure.
Market Communications
On the Closing Date, the Company
issued a press release announcing the completion of the Transactions, a copy of which is furnished herewith as Exhibit 99.2 and incorporated
by reference herein.
The foregoing (including Exhibit
99.2) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise
be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities
Act or the Exchange Act.
Forward-Looking Statements
This Current Report on Form 8-K
contains forward-looking statements. Statements that are not historical or current facts, including statements about beliefs and expectations,
are “forward-looking statements” as that term is defined under the federal securities laws. Forward-looking statements are
subject to risks, uncertainties and factors which include, but are not limited to, (i) risks relating to the ability to realize the anticipated
benefits of the
Transactions; (ii) risks relating to significant costs related to the Transactions; (iii) the expected financial and operating
performance and future opportunities following the consummation of the Transactions; (iv) risks relating to the reliance on licensed product;
(v) reliance on foreign manufacturers; (vi) risk of doing business abroad; (vii) the current economic and credit environment risks; (viii)
the nature of the apparel industry, including changing customer demand and tastes; (ix) risks of operating a retail business; (x) customer
concentration; (xi) seasonality; (xii) customer acceptance of new products; (xiii) the impact of competitive products and pricing; (xiv)
dependence on existing management; (xv) possible disruption from acquisitions, as well as other risks detailed in G-III’s filings
with the Securities and Exchange Commission. G-III assumes no obligation to update the information in this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
| (a) | Financial Statements of Business Acquired. |
The Company intends to file financial
statements required by this Item 9.01(a) with respect to the Transactions under the cover of an amendment to this Current Report on
Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed.
| (b) | Pro Forma Financial Information. |
The Company intends to file pro forma financial information
required by this Item 9.01(b) with respect to the Transactions under the cover of an amendment to this Current Report on Form 8-K no later
than 71 calendar days after the date on which this Current Report on Form 8-K was required to be filed.
(d) Exhibits.
|
Exhibit No. |
|
Document Description |
| 10.1* |
|
Amended and Restated Operating Agreement of MJ Topco, LLC, dated as of September 1, 2026, by and among MJ Topco, LLC, MJWHP, LLC and G-III Investments, Inc. |
| 99.1 |
|
Press Release, dated September 2, 2026, relating to the Company’s second quarter fiscal 2027 results. |
| 99.2 |
|
Press Release, dated September 1, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * |
Schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedules and/or exhibits to the SEC on a confidential basis upon request. |
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: September 2, 2026 |
By: |
/s/ Neal S. Nackman |
|
| |
Name: |
Neal S. Nackman |
|
| |
Title: |
Chief Financial Officer |
|
Exhibit
99.1
G-III APPAREL GROUP, LTD.
G-III APPAREL GROUP, LTD. REPORTS SECOND QUARTER
FISCAL 2027 RESULTS AND RAISES EARNINGS GUIDANCE
| · | Second Quarter GAAP and Non-GAAP
Net Income Per Diluted Share Exceed Guidance |
| · | Net Income Per Diluted Share
of $0.46 Compared to $0.25 Last Year |
| · | Non-GAAP Net Income Per Diluted
Share of $0.26 Compared to $0.25 Last Year |
| · | Net Sales of $554.1 Million
Compared to $613.3 Million Last Year |
| · | Go-Forward Portfolio Sales
Up High-Single Digits |
| · | Raises GAAP and Non-GAAP Net Income Guidance for Fiscal 2027, Excluding Marc Jacobs |
| · | Completes Marc Jacobs Acquisition; Targets $1 Billion in Long-Term Annual Revenue |
New York, New York – September 2, 2026 –
G-III Apparel Group, Ltd. (NasdaqGS: GIII) (“G-III” or the “Company”) today reported results for the second quarter
of fiscal year 2027, ended July 31, 2026.
Morris Goldfarb, G-III’s Chairman and Chief
Executive Officer, said, “Our second quarter results reflect strong execution across the organization, with earnings exceeding our
guidance, driven by substantial gross margin expansion. Our go-forward portfolio grew at a high-single digit rate during the quarter,
reinforcing our confidence in the power of our brands and business model.”
Mr. Goldfarb continued, “Our strategic transformation
has taken a meaningful step forward with the addition of Marc Jacobs. The acquisition significantly strengthens our portfolio and further
enhances our position as a global fashion leader. I am extremely optimistic about the future of G-III and believe we have the brands,
capabilities, and financial flexibility to capitalize on the opportunities ahead and create long-term value for our shareholders.”
Results of Operations
Second Quarter Fiscal 2027
Net sales for the second quarter ended July
31, 2026 decreased 10% to $554.1 million compared to $613.3 million in the prior year’s quarter.
Gross margin increased 440 basis points to
45.2% compared to 40.8% in the second quarter of last year. This improvement reflects price increases as well as the continued mix shift
toward higher-margin owned brands.
Net income for the second quarter ended July
31, 2026 was $20.2 million, or $0.46 per diluted share, compared to $10.9 million, or $0.25 per diluted share, in the same period last
year.
Non-GAAP net income per diluted share for the
second quarter ended July 31, 2026 was $0.26 per diluted share, compared to $0.25 per diluted share, in the same period last year.
Balance Sheet as of Second Quarter Fiscal 2027
Cash and cash equivalents were $529.2 million
compared to $301.8 million last year.
Inventories decreased 13% to $555.0 million
this year compared to $639.8 million last year.
Capital return to shareholders of $12.2 million
consisting of $7.9 million of share repurchases and $4.3 million in dividend payments.
Outlook
The Company today updated its outlook for the fiscal
year ending January 31, 2027 and provided its outlook for the third quarter ending October 31, 2026. The Company’s updated guidance
assumes that tariffs for the remainder of the year will approximate current rates.
The Company’s outlook does not include any impact
related to the Marc Jacobs acquisition, and it expects to provide more specific guidance when it reports third quarter earnings. The Company
believes the acquisition will be slightly dilutive in fiscal 2027.
As previously disclosed, the transaction is expected
to be dilutive during the first 12 months after closing, with accretion expected thereafter.
Fiscal 2027
Net sales for fiscal 2027 are expected to be
approximately $2.71 billion, which incorporates the loss of approximately $460 million of
sales from Calvin Klein and Tommy Hilfiger products. This compares to net sales of $2.96 billion for fiscal 2026.
Net income is expected to be between $181.0 million
and $185.0 million, or diluted earnings per share between $4.10 and $4.20. This compares to net income of $67.4 million, or $1.51 per diluted
share for fiscal 2026.
Non-GAAP net income is expected to be between
$97.0 million and $101.0 million, or diluted earnings per share between $2.20 and $2.30. This compares to non-GAAP net income of $116.2 million,
or diluted earnings per share of $2.61 for fiscal 2026.
Adjusted EBITDA is expected to be between $174.0
million and $178.0 million compared to adjusted EBITDA of $192.4 million in fiscal 2026.
Net interest income is expected to be approximately
$8.0 million for GAAP purposes and $5.0 million for non-GAAP purposes.
Tax rates are estimated to be approximately
25.2% for GAAP purposes and 32.2% for non-GAAP purposes.
Third Quarter Fiscal 2027
Net sales for the third quarter of fiscal 2027
are expected to be approximately $870.0 million. This compares to net sales of $988.6 million in last year’s third quarter.
Net income for the third quarter of fiscal
2027 is expected to be between $59.0 million and $64.0 million, or diluted earnings per share between $1.35 and $1.45. This compares to GAAP
net income of $80.6 million, or $1.84 per diluted share, and non-GAAP net income of
$83.4 million, or $1.90 per diluted share in last year’s third quarter.
Conference Call Information
The Company will host a conference call to discuss
its second quarter results at 8:30 a.m. ET today. To participate via telephone, please register in advance at this link: https://ir.g-iii.com.
Upon registration, all telephone participants will receive a confirmation email detailing how to join the conference call, including
the dial-in number along with a unique passcode and registrant ID that can be used to access the call. While registration is open through
the live call, the Company suggests registering at a minimum of 10 minutes before the start of the call. The call can also be accessed
via a live audio webcast at https://ir.g-iii.com. A replay of the conference call will be
available using the same link, as well as on the Company’s Investor Relations website.
Non-GAAP Financial Measures
Reconciliations of GAAP gross profit to non-GAAP
gross profit, GAAP net income to non-GAAP net income, GAAP net income per diluted share to non-GAAP net income per diluted share and GAAP
net income to adjusted EBITDA are presented in tables accompanying the financial statements included in this release and provide useful
information to evaluate the Company’s operational performance. A description of the amounts excluded on a non-GAAP basis is provided
in conjunction with these tables. Non-GAAP gross profit, non-GAAP net income, non-GAAP net income per diluted share and adjusted EBITDA
should be evaluated in light of the Company’s financial statements prepared in accordance with GAAP.
About G-III Apparel Group, Ltd.
G-III Apparel Group, Ltd. is a global fashion leader
with expertise in design, sourcing, distribution, and marketing. The Company owns and licenses a portfolio of more than 30 preeminent
brands, each differentiated by unique brand propositions, product categories, and consumer touchpoints. G-III owns ten iconic brands,
including Marc Jacobs, DKNY, Donna Karan, Karl Lagerfeld, Sonia Rykiel, and Vilebrequin, and licenses over 20 of the most sought-after
names in global fashion, including Levi’s, Halston, Champion, Converse, Cole Haan, BCBG, French Connection, Calvin Klein, Tommy
Hilfiger, Starter, as well as major sports leagues such as the NFL, NBA, NHL and MLB, among others.
Statements concerning G-III's expectations regarding
future events are "forward-looking statements" as that term is defined under the federal securities laws. Forward-looking statements
are subject to risks, uncertainties and factors which include, but are not limited to, risks relating to the ability to realize the anticipated
benefits of the acquisition of the Marc Jacobs business (the "Acquisition"), risks relating to significant costs related to
the Acquisition, the expected financial and operating performance and future opportunities following the consummation of the Acquisition,
the ability to achieve long-term revenue and growth targets for the acquired Marc Jacobs business, risks related to the reliance on licensed
product, risks relating to G-III’s ability to increase revenues from sales of its other products, new acquired businesses or new
license agreements as licenses for Calvin Klein and Tommy Hilfiger product expire on a staggered basis, reliance on foreign manufacturers,
risks of doing business abroad, supply chain disruptions, risks related to acts of terrorism and the effects of war, the current economic
and credit environment risks related to our indebtedness, the nature of the apparel industry, including changing customer demand and tastes,
customer concentration, seasonality, risks of operating a retail business, risks related to G-III’s ability to reduce the losses
incurred in its retail operations, customer acceptance of new products, the impact of competitive
products and pricing, dependence on existing management,
possible disruption from acquisitions, the impact on G-III’s business of the imposition of tariffs by the United States government
and business and general economic conditions, including inflation and higher interest rates, as well as other risks detailed in G-III's
filings with the Securities and Exchange Commission. G-III assumes no obligation to update the information in this release.
G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
(Nasdaq: GIII)
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
| | |
Three Months Ended July 31, | |
Six Months Ended July 31, |
| | |
2026 | |
2025 | |
2026 | |
2025 |
| | |
(Unaudited) |
| | |
| |
| |
| |
|
| Net sales | |
$ | 554,093 | | |
$ | 613,266 | | |
$ | 1,090,055 | | |
$ | 1,196,875 | |
| Cost of goods sold | |
| 303,712 | | |
| 362,795 | | |
| 491,928 | | |
| 699,860 | |
| Gross profit | |
| 250,381 | | |
| 250,471 | | |
| 598,127 | | |
| 497,015 | |
| | |
| | | |
| | | |
| | | |
| | |
| Selling, general and administrative expenses | |
| 231,354 | | |
| 226,845 | | |
| 486,677 | | |
| 458,340 | |
| Depreciation and amortization | |
| 8,195 | | |
| 7,326 | | |
| 15,383 | | |
| 13,899 | |
| Operating profit | |
| 10,832 | | |
| 16,300 | | |
| 96,067 | | |
| 24,776 | |
| | |
| | | |
| | | |
| | | |
| | |
| Other income (loss) | |
| (2,708 | ) | |
| (707 | ) | |
| (3,510 | ) | |
| 2,755 | |
| Interest and financing charges, net | |
| 5,966 | | |
| 304 | | |
| 7,140 | | |
| (157 | ) |
| Income before income taxes | |
| 14,090 | | |
| 15,897 | | |
| 99,697 | | |
| 27,374 | |
| | |
| | | |
| | | |
| | | |
| | |
| Income tax expense (benefit) | |
| (6,123 | ) | |
| 4,958 | | |
| 12,950 | | |
| 8,676 | |
| Net income | |
$ | 20,213 | | |
$ | 10,939 | | |
$ | 86,747 | | |
$ | 18,698 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net income per common share: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | 0.48 | | |
$ | 0.26 | | |
$ | 2.05 | | |
$ | 0.43 | |
| Diluted | |
$ | 0.46 | | |
$ | 0.25 | | |
$ | 1.95 | | |
$ | 0.42 | |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average shares outstanding: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 42,399 | | |
| 42,777 | | |
| 42,296 | | |
| 43,254 | |
| Diluted | |
| 44,338 | | |
| 44,219 | | |
| 44,377 | | |
| 44,795 | |
| Selected Balance Sheet Data (in thousands): | |
As of July 31, |
| | |
2026 | |
2025 |
| | |
(Unaudited) |
| | |
| |
|
| Cash and cash equivalents | |
$ | 529,190 | | |
$ | 301,778 | |
| Working capital | |
| 984,231 | | |
| 812,675 | |
| Inventories | |
| 555,024 | | |
| 639,756 | |
| Total assets | |
| 2,751,847 | | |
| 2,690,981 | |
| Total debt | |
| 7,835 | | |
| 15,481 | |
| Operating lease liabilities | |
| 333,004 | | |
| 280,295 | |
| Total stockholders' equity | |
| 1,819,114 | | |
| 1,708,521 | |
G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
RECONCILIATION OF GAAP GROSS PROFIT TO NON-GAAP
GROSS PROFIT
| | |
Three
Months Ended July 31, | |
Six
Months Ended July 31, |
| | |
2026 | |
2025 | |
2026 | |
2025 |
| | |
(In thousands, unaudited) |
| GAAP gross profit | |
$ | 250,381 | | |
$ | 250,471 | | |
$ | 598,127 | | |
$ | 497,015 | |
| | |
| | | |
| | | |
| | | |
| | |
| Excluded from non-GAAP: | |
| | | |
| | | |
| | | |
| | |
| IEEPA tariff refund | |
| (122 | ) | |
| — | | |
| (102,803 | ) | |
| — | |
| | |
| | | |
| | | |
| | | |
| | |
| Non-GAAP gross profit, as defined | |
$ | 250,259 | | |
$ | 250,471 | | |
$ | 495,324 | | |
$ | 497,015 | |
| | |
Three
Months Ended July 31, | |
Six
Months Ended July 31, |
| | |
2026 | |
2025 | |
2026 | |
2025 |
| | |
(Unaudited) |
| GAAP gross profit percentage | |
| 45.2 | % | |
| 40.8 | % | |
| 54.9 | % | |
| 41.5 | % |
| | |
| | | |
| | | |
| | | |
| | |
| Excluded from non-GAAP: | |
| | | |
| | | |
| | | |
| | |
| IEEPA tariff refund | |
| — | | |
| — | | |
| (9.5 | ) | |
| — | |
| | |
| | | |
| | | |
| | | |
| | |
| Non-GAAP gross profit percentage,
as defined | |
| 45.2 | % | |
| 40.8 | % | |
| 45.4 | % | |
| 41.5 | % |
Non-GAAP gross profit and gross profit percentage
are “non-GAAP financial measures” that exclude in fiscal 2027, the benefit recognized in connection with the recovery of previously
incurred tariffs imposed under the IEEPA on inventory sold in the prior year included in cost of goods sold. Management believes that
these non-GAAP financial measures provide meaningful supplemental information regarding our performance by excluding items that are not
indicative of our core business operating results. Management uses these non-GAAP financial measures to assess our performance on a comparative
basis and believes that they are also useful to investors to enable them to assess our performance on a comparative basis across historical
periods and facilitate comparisons of our operating results to those of our competitors. The presentation of this financial information
is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented
in accordance with GAAP.
G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
RECONCILIATION OF GAAP NET INCOME TO NON-GAAP NET
INCOME
(In thousands)
| | |
Three Months Ended | |
Six Months Ended |
| | |
July 31, 2026 | |
July 31, 2025 | |
July 31, 2026 | |
July 31, 2025 |
| | |
(Unaudited) |
| | |
| |
| |
| |
|
| GAAP net income | |
$ | 20,213 | | |
$ | 10,939 | | |
$ | 86,747 | | |
$ | 18,698 | |
| | |
| | | |
| | | |
| | | |
| | |
| Excluded from non-GAAP: | |
| | | |
| | | |
| | | |
| | |
| IEEPA tariff refund | |
| (122 | ) | |
| — | | |
| (102,803 | ) | |
| — | |
| Interest income on IEEPA tariff refund | |
| (3,085 | ) | |
| — | | |
| (3,085 | ) | |
| — | |
| Expenses related to Marc Jacobs acquisition | |
| 4,032 | | |
| — | | |
| 7,432 | | |
| — | |
| One-time warehouse related severance expenses | |
| — | | |
| 349 | | |
| — | | |
| 1,327 | |
| Income tax impact of non-GAAP adjustments | |
| (211 | ) | |
| (108 | ) | |
| 23,796 | | |
| (420 | ) |
| Tax benefit from release of valuation allowance | |
| (9,334 | ) | |
| — | | |
| (9,334 | ) | |
| — | |
| | |
| | | |
| | | |
| | | |
| | |
| Non-GAAP net income, as defined | |
$ | 11,493 | | |
$ | 11,180 | | |
$ | 2,753 | | |
$ | 19,605 | |
Non-GAAP net income is a “non-GAAP financial
measure” that excludes (i) in fiscal 2027, the benefit recognized in connection with the recovery of previously incurred tariffs
imposed under the IEEPA on inventory sold in the prior year included in cost of goods sold, (ii) in fiscal 2027, interest income received
from the IEEPA tariff refund, (iii) in fiscal 2027, expenses related to the Marc Jacobs acquisition primarily related to professional
fees, (iv) in fiscal 2026, one-time severance expenses related to a closed warehouse and (v) in fiscal 2027, the tax benefit recognized
from the release of a valuation allowance related to prior year impairments that have been determined to be deductible for tax purposes.
For fiscal 2027, the income tax impact of non-GAAP adjustments, excluding the tax benefit from the release of a valuation allowance, is
calculated using the applicable statutory tax rate for the respective period. For fiscal 2026, the income tax impact of non-GAAP adjustments
is calculated using the effective tax rate for the period. Management believes that these non-GAAP financial measures provide meaningful
supplemental information regarding our performance by excluding items that are not indicative of our core business operating results.
Management uses these non-GAAP financial measures to assess our performance on a comparative basis and believes that they are also useful
to investors to enable them to assess our performance on a comparative basis across historical periods and facilitate comparisons of our
operating results to those of our competitors. The presentation of this financial information is not intended to be considered in isolation
or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.
G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
RECONCILIATION OF GAAP DILUTED NET INCOME PER SHARE
TO NON-GAAP DILUTED
NET INCOME PER SHARE
| | |
Three Months Ended | |
Six Months Ended |
| | |
July 31, 2026 | |
July 31, 2025 | |
July 31, 2026 | |
July 31, 2025 |
| | |
(Unaudited) |
| | |
| |
| |
| |
|
| GAAP diluted net income per common share | |
$ | 0.46 | | |
$ | 0.25 | | |
$ | 1.95 | | |
$ | 0.42 | |
| | |
| | | |
| | | |
| | | |
| | |
| Excluded from non-GAAP: | |
| | | |
| | | |
| | | |
| | |
| IEEPA tariff refund | |
| — | | |
| — | | |
| (2.32 | ) | |
| — | |
| Interest income on IEEPA tariff refund | |
| (0.07 | ) | |
| — | | |
| (0.07 | ) | |
| — | |
| Expenses related to Marc Jacobs acquisition | |
| 0.09 | | |
| — | | |
| 0.17 | | |
| — | |
| One-time warehouse related severance expenses | |
| — | | |
| — | | |
| — | | |
| 0.03 | |
| Income tax impact of non-GAAP adjustments | |
| — | | |
| — | | |
| 0.54 | | |
| (0.01 | ) |
| Tax benefit from release of valuation allowance | |
| (0.22 | ) | |
| — | | |
| (0.21 | ) | |
| — | |
| | |
| | | |
| | | |
| | | |
| | |
| Non-GAAP diluted net income per common share, as defined | |
$ | 0.26 | | |
$ | 0.25 | | |
$ | 0.06 | | |
$ | 0.44 | |
Non-GAAP diluted net income per common share is a
“non-GAAP financial measure” that excludes (i) in fiscal 2027, the benefit recognized in connection with the recovery of previously
incurred tariffs imposed under the IEEPA on inventory sold in the prior year included in cost of goods sold, (ii) in fiscal 2027, interest
income received from the IEEPA tariff refund, (iii) in fiscal 2027, expenses related to the Marc Jacobs acquisition primarily related
to professional fees, (iv) in fiscal 2026, one-time severance expenses related to a closed warehouse and (v) in fiscal 2027, the tax benefit
recognized from the release of a valuation allowance related to prior year impairments that have been determined to be deductible for
tax purposes. For fiscal 2027, the income tax impact of non-GAAP adjustments, excluding the tax benefit from the release of a valuation
allowance, is calculated using the applicable statutory tax rate for the respective period. For fiscal 2026, the income tax impact of
non-GAAP adjustments is calculated using the effective tax rate for the period. Management believes that these non-GAAP financial measures
provide meaningful supplemental information regarding our performance by excluding items that are not indicative of our core business
operating results. Management uses these non-GAAP financial measures to assess our performance on a comparative basis and believes that
they are also useful to investors to enable them to assess our performance on a comparative basis across historical periods and facilitate
comparisons of our operating results to those of our competitors. The presentation of this financial information is not intended to be
considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.
G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA
(In thousands)
| | |
Three Months Ended | |
Forecasted Twelve
Months
Ending | |
Actual Twelve
Months
Ended
|
| | |
July 31, 2026 | |
July 31, 2025 | |
January 31, 2027 | |
January 31, 2026 |
| | |
(Unaudited) |
| | |
| |
| |
| |
|
| Net income | |
$ | 20,213 | | |
$ | 10,939 | | |
$ | 181,000 - 185,000 | | |
$ | 67,353 | |
| | |
| | | |
| | | |
| | | |
| | |
| IEEPA tariff refund | |
| (122 | ) | |
| — | | |
| (102,803 | ) | |
| — | |
| Expenses related to Marc Jacobs acquisition | |
| 4,032 | | |
| — | | |
| 7,432 | | |
| — | |
| Asset impairments | |
| — | | |
| — | | |
| — | | |
| 48,565 | |
| Strategic opportunity related professional fees | |
| — | | |
| — | | |
| — | | |
| 2,282 | |
| One-time warehouse related severance expenses | |
| — | | |
| 349 | | |
| — | | |
| 1,327 | |
| Depreciation and amortization | |
| 8,195 | | |
| 7,326 | | |
| 34,900 | | |
| 29,016 | |
| Interest and financing charges, net | |
| (5,966 | ) | |
| (304 | ) | |
| (8,200 | ) | |
| 508 | |
| Income tax expense (benefit) | |
| (6,123 | ) | |
| 4,958 | | |
| 61,671 | | |
| 43,316 | |
| | |
| | | |
| | | |
| | | |
| | |
| Adjusted EBITDA, as defined | |
$ | 20,229 | | |
$ | 23,268 | | |
$ | 174,000 - 178,000 | | |
$ | 192,367 | |
Adjusted EBITDA is a “non-GAAP financial measure”
which represents earnings before depreciation and amortization, interest and financing charges, net and income tax expense (benefit) and
excludes (i) in fiscal 2027, the benefit recognized in connection with the recovery of previously incurred tariffs imposed under the IEEPA
on inventory sold in the prior year included in cost of goods sold, (ii) in fiscal 2027, expenses related to the Marc Jacobs acquisition
primarily related to professional fees, (iii) in fiscal 2026, asset impairments, (iv) in fiscal 2026, professional fees related to a potential
strategic opportunity that did not come to fruition and (v) in fiscal 2026, one-time severance expenses related to a closed warehouse.
Adjusted EBITDA is being presented as a supplemental disclosure because management believes that it is a common measure of operating performance
in the apparel industry. Adjusted EBITDA should not be construed as an alternative to net income, as an indicator of the Company’s
operating performance, or as an alternative to cash flows from operating activities as a measure of the Company’s liquidity, as
determined in accordance with GAAP.
G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
RECONCILIATION OF FORECASTED AND ACTUAL GAAP NET
INCOME TO FORECASTED AND ACTUAL
NON-GAAP NET INCOME
(In thousands)
| | |
Forecasted Three | |
Actual Three | |
Forecasted Twelve | |
Actual Twelve |
| | |
Months Ending | |
Months Ended | |
Months Ending | |
Months Ended |
| | |
October
31, 2026 | |
October
31, 2025 | |
January
31, 2027 | |
January
31, 2026 |
| | |
(Unaudited) |
| | |
| |
| |
| |
|
| Net income | |
$ | 59,000 - 64,000 | | |
$ | 80,593 | | |
$ | 181,000 - 185,000 | | |
$ | 67,353 | |
| | |
| | | |
| | | |
| | | |
| | |
| Excluded from non-GAAP: | |
| | | |
| | | |
| | | |
| | |
| IEEPA tariff refund | |
| — | | |
| — | | |
| (102,803 | ) | |
| — | |
| Interest income on IEEPA tariff refund | |
| — | | |
| — | | |
| (3,085 | ) | |
| — | |
| Expenses related to Marc Jacobs acquisition | |
| — | | |
| — | | |
| 7,432 | | |
| — | |
| Asset impairments | |
| — | | |
| 1,607 | | |
| — | | |
| 48,565 | |
| Strategic opportunity related professional fees | |
| — | | |
| 2,365 | | |
| — | | |
| 2,282 | |
| One-time warehouse related severance expenses | |
| — | | |
| — | | |
| — | | |
| 1,327 | |
| Income tax impact of non-GAAP adjustments | |
| — | | |
| (1,151 | ) | |
| 23,790 | | |
| (3,301 | ) |
| Tax benefit from release of valuation allowance | |
| — | | |
| — | | |
| (9,334 | ) | |
| — | |
| | |
| | | |
| | | |
| | | |
| | |
| Non-GAAP net income, as defined | |
$ | 59,000 - 64,000 | | |
$ | 83,414 | | |
$ | 97,000 - 101,000 | | |
$ | 116,226 | |
Non-GAAP net income is a “non-GAAP financial
measure” that excludes (i) in fiscal 2027, the benefit recognized in connection with the recovery of previously incurred tariffs
imposed under the IEEPA on inventory sold in the prior year included in cost of goods sold, (ii) in fiscal 2027, interest income received
from the IEEPA tariff refund, (iii) in fiscal 2027, expenses related to the Marc Jacobs acquisition primarily related to professional
fees, (iv) in fiscal 2026, asset impairments, (v) in fiscal 2026, professional fees related to a potential strategic opportunity that
did not come to fruition, (vi) in fiscal 2026, one-time severance expenses related to a closed warehouse and (vii) in fiscal 2027, the
tax benefit recognized from the release of a valuation allowance related to prior year impairments that have been determined to be deductible
for tax purposes. The income tax impact of non-GAAP adjustments, excluding the tax benefit from the release of a valuation allowance,
is calculated using the applicable statutory tax rate for the respective period. Management believes that these non-GAAP financial measures
provide meaningful supplemental information regarding our performance by excluding items that are not indicative of our core business
operating results. Management uses these non-GAAP financial measures to assess our performance on a comparative basis and believes that
they are also useful to investors to enable them to assess our performance on a comparative basis across historical periods and facilitate
comparisons of our operating results to those of our competitors. The presentation of this financial information is not intended to be
considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.
G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
RECONCILIATION OF FORECASTED AND ACTUAL GAAP DILUTED
NET INCOME PER SHARE
TO FORECASTED AND ACTUAL NON-GAAP DILUTED NET INCOME PER SHARE
| | |
| |
| |
| |
|
| | |
Forecasted Three | |
Actual Three | |
Forecasted Twelve | |
Actual Twelve |
| | |
Months Ending | |
Months Ended | |
Months Ending | |
Months Ended |
| | |
October
31, 2026 | |
October
31, 2025 | |
January
31, 2027 | |
January
31, 2026 |
| | |
(Unaudited) |
| | |
| |
| |
| |
|
| GAAP diluted net income per common share | |
$ | 1.35 - 1.45 | | |
$ | 1.84 | | |
$ | 4.10 - 4.20 | | |
$ | 1.51 | |
| | |
| | | |
| | | |
| | | |
| | |
| Excluded from non-GAAP: | |
| | | |
| | | |
| | | |
| | |
| IEEPA tariff refund | |
| — | | |
| — | | |
| (2.33 | ) | |
| — | |
| Interest income on IEEPA tariff refund | |
| — | | |
| — | | |
| (0.07 | ) | |
| — | |
| Expenses related to Marc Jacobs acquisition | |
| — | | |
| — | | |
| 0.17 | | |
| — | |
| Asset impairments | |
| — | | |
| 0.04 | | |
| — | | |
| 1.09 | |
| Strategic opportunity related professional fees | |
| — | | |
| 0.05 | | |
| — | | |
| 0.05 | |
| One-time warehouse related severance expenses | |
| — | | |
| — | | |
| — | | |
| 0.03 | |
| Income tax impact of non-GAAP adjustments | |
| — | | |
| (0.03 | ) | |
| 0.54 | | |
| (0.07 | ) |
| Tax benefit from release of valuation allowance | |
| — | | |
| — | | |
| (0.21 | ) | |
| — | |
| | |
| | | |
| | | |
| | | |
| | |
| Non-GAAP diluted net income per common share, as defined | |
$ | 1.35 - 1.45 | | |
$ | 1.90 | | |
$ | 2.20 - 2.30 | | |
$ | 2.61 | |
Non-GAAP diluted net income per common share is a
“non-GAAP financial measure” that excludes (i) in fiscal 2027, the benefit recognized in connection with the recovery of previously
incurred tariffs imposed under the IEEPA on inventory sold in the prior year included in cost of goods sold, (ii) in fiscal 2027, interest
income received from the IEEPA tariff refund, (iii) in fiscal 2027, expenses related to the Marc Jacobs acquisition primarily related
to professional fees, (iv) in fiscal 2026, asset impairments, (v) in fiscal 2026, professional fees related to a potential strategic opportunity
that did not come to fruition, (vi) in fiscal 2026, one-time severance expenses related to a closed warehouse and (vii) in fiscal 2027,
the tax benefit recognized from the release of a valuation allowance related to prior year impairments that have been determined to be
deductible for tax purposes. The income tax impact of non-GAAP adjustments, excluding the tax benefit from the release of a valuation
allowance, is calculated using the applicable statutory tax rate for the respective period. Management believes that these non-GAAP financial
measures provide meaningful supplemental information regarding our performance by excluding items that are not indicative of our core
business operating results. Management uses these non-GAAP financial measures to assess our performance on a comparative basis and believes
that they are also useful to investors to enable them to assess our performance on a comparative basis across historical periods and facilitate
comparisons of our operating results to those of our competitors. The presentation of this financial information is not intended to be
considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.
G-III Apparel Group, Ltd.
Investor Relations Contact:
Nick Bacchus
SVP of Investor Relations and Treasurer
IR@g-iii.com
EXHIBIT
99.2
WHP
GLOBAL AND G-III APPAREL GROUP COMPLETE ACQUISITION OF MARC JACOBS
NEW
YORK, NY — September 1, 2026 — WHP Global and G-III Apparel Group, Ltd. (NasdaqGS: GIII) today announced
the closing of the acquisition of the Marc Jacobs brand from LVMH. Concurrently, WHP Global and G-III formed their previously
announced joint venture (“JV”) to co-own the Marc Jacobs intellectual property and accelerate the global growth
of one of fashion’s most influential brands. At closing, G-III also acquired the Marc Jacobs operating business and entered into
a long-term license with the JV.
The
new JV is co-owned by WHP Global and G-III, with each party owning a 50% equity stake. WHP Global leads the JV, including global brand
licensing, while G-III owns and leads the operating business including wholesale, retail and e-commerce, and provides support services
to the JV. Marc Jacobs will continue in his role as Founder and Creative Director, ensuring continuity of the brand’s creative
vision, runway collections and fashion shows. Together, WHP Global, G-III and Marc Jacobs are focused on expanding the Marc Jacobs brand’s
global reach and unlocking new opportunities across markets and product categories.
“Marc
Jacobs is a defining name in fashion, with powerful cultural relevance and global growth potential,” said Yehuda Shmidman, Founder,
Chairman and CEO of WHP Global. “We want to thank LVMH for its stewardship of this brand over nearly three decades and for
being a trusted partner throughout this process. Together with G-III, we have created a powerful platform that combines best-in-class
brand management with exceptional operating expertise.”
“This
closing marks an exciting new chapter for Marc Jacobs, a brand with a distinctive creative legacy and global reach,” said Morris
Goldfarb, Chairman and Chief Executive Officer of G-III Apparel Group. “G-III brings
the scale and expertise to build and grow global brands, and we look forward to working with the Marc Jacobs team and WHP Global to protect
what makes the brand special while supporting its continued growth worldwide.”
Advisors
Morgan
Stanley & Co. LLC served as financial advisor to WHP Global and Gibson Dunn served as legal advisor. Morgan Stanley Senior Funding,
Inc. provided debt financing to support the acquisition.
UBS
served as financial advisor to G-III, and Paul, Weiss, Rifkind, Wharton & Garrison served as legal advisor.
Barack
Ferrazzano served as legal advisor to LVMH.
ABOUT
MARC JACOBS
Marc
Jacobs created Marc Jacobs International with Robert Duffy in 1984, basing the brand on two very simple concepts: a love of fashion and
a commitment to quality. Finding the perfect balance between tradition and innovation, highlighting Jacobs’ exuberant creativity,
the brand has become a driving force in the industry. Part of a generation that’s conscious of the world around it, sensitive to
humanitarianism and social entrepreneurship, Marc Jacobs has made its mark as rebellious, unpredictable, original, unique, and authentic
all at the same time. Committed to the communities around them, Marc Jacobs International leads by example, supporting over 75 charities
and organizations around the world.
ABOUT
WHP GLOBAL
WHP
Global (www.whp-global.com) is a leading brand management platform founded in 2019 to acquire
and grow consumer brands. Its portfolio includes 16+ powerful brands across fashion, sports, and hardgoods, generating over $9.5 billion
in annual retail sales across 80+ countries. Headquartered in New York with offices worldwide, WHP Global partners with more than 200
leading operators and drives strategic value through proprietary initiatives, including an internal A.I. Innovation Lab.
ABOUT
G-III APPAREL GROUP, LTD.
G-III
Apparel Group, Ltd. is a global fashion leader with expertise in design, sourcing, distribution, and marketing. The Company owns and
licenses a portfolio of more than 30 preeminent brands, each differentiated by unique brand propositions, product categories, and consumer
touchpoints. G-III owns ten iconic brands, including Marc Jacobs, DKNY, Donna Karan, Karl Lagerfeld, Sonia Rykiel, and Vilebrequin, and
licenses over 20 of the most sought-after names in global fashion, including Calvin Klein, Tommy Hilfiger, Levi’s, Halston, Champion,
Converse, Cole Haan, BCBG, French Connection, Starter, as well as major sports leagues such as the NFL, NBA, NHL and MLB, among others.
This
press release contains forward-looking statements. Statements that are not historical or current facts, including statements about beliefs
and expectations, are “forward-looking statements” as that term is defined under the federal securities laws. Forward-looking
statements are subject to risks, uncertainties and factors which include, but are not limited to, risks relating to the ability to realize
the anticipated benefits of the acquisition of the Marc Jacobs business; risks relating to significant costs related to the acquisition;
the expected financial and operating performance and future opportunities following the consummation of the acquisition; risks relating
to the reliance on licensed product; reliance on foreign manufacturers; risk of doing business abroad; the current economic and credit
environment risks; the nature of the apparel industry, including changing customer demand and tastes; risks of operating a retail business;
customer concentration; seasonality; customer acceptance of new products; the impact of competitive products and pricing; dependence
on existing management; and possible disruption from acquisitions, as well as other risks detailed in G-III’s filings with the Securities
and Exchange Commission. G-III assumes no obligation to update the information in this press release.
Contacts
WHP
Global
Jaime
Cassavechia
jcassavechia@whp-global.com
646-701-7041
G-III
Apparel Group
Nick
Bacchus
SVP
of Investor Relations and Treasurer
IR@g-iii.com
Lauren
McClain
Corporate
Communications
GIIICommunications@g-iii.com
LVMH
Analysts
and investors: Rodolphe Ozun – +33 1 44 13 27 21
Media:
Jean-Charles Tréhan – press@lvmh.com – +33 1 44 13 26 20