G-III Apparel Group, Ltd. (GIII) 2014年年度報告「NASDAQ」.pdf

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1、READY TO WEAR&DRESSESANDREW MARCCALVIN KLEINELIZA J ELLEN TRACYG.H.BASS&CO.GUESS IVANKA TRUMPJESSICA HOWARD JESSICA SIMPSON KENSIEMARC NEW YORKTOMMY HILFIGERVILEBREQUINVINCE CAMUTO RETAILCALVIN KLEIN PERFORMANCEG.H.BASS&CO.VILEBREQUINWILSONS LEATHERACCESSORIESANDREW MARCCALVIN KLEINIVANKA TRUMPKENSI

2、EMARC NEW YORK TOMMY HILFIGERVILEBREQUINOUTERWEARANDREW MARCBLACK RIVETCALVIN KLEINCOLE HAANDOCKERSELLEN TRACYGUESSIVANKA TRUMPJESSICA SIMPSONJONES NEW YORKKENNETH COLELEVISMARC NEW YORKTOMMY HILFIGERVINCE CAMUTOTEAM SPORTSMAJOR LEAGUE BASEBALLMAJOR LEAGUE SOCCERNATIONAL BASKETBALL ASSOCIATIONNATION

3、AL FOOTBALL LEAGUENATIONAL HOCKEY LEAGUEOFFICIALLY LICENSED COLLEGIATE PRODUCTSSWIMWEARCALVIN KLEINIVANKA TRUMPVILEBREQUINFOOTWEARANDREW MARCG.H.BASS&CO.MARC NEW YORKGIII Apparel GroupToppan Vite topny131830a01 Proof 3Cyan Magenta Yellow BlackToppan Vite topny131830a02 Proof 2Cyan Magenta Yellow Bla

4、ckToppan Vite topny131830a03 Proof 2Cyan Magenta Yellow BlackToppan Vite topny131830a04 Proof 1Cyan Magenta Yellow BlackToppan Vite topny131830a05 Proof 1Cyan Magenta Yellow BlackToppan Vite topny131830a06 Proof 1Cyan Magenta Yellow BlackToppan Vite topny131830a07 Proof 1Cyan Magenta Yellow BlackDea

5、r Shareholders,I am pleased to report that our fiscal 2015 year,which ended January 31,2015,was another record year for GIII.We grewnet sales by 23%to$2.12 billion,nearly$400 million of growth.This growth was from a combination of broad-based organicgrowth and sales by our G.H.Bass business that we

6、owned forthe full fiscal 2015 year compared to only the fourth quarter inthe prior fiscal year.We reported net income for fiscal 2015 of$110.4 million,or$4.97 per diluted share,compared to$77.4 million,or$3.71 per diluted share,in the prior year.Our diluted net income per share in fiscal 2015 includ

7、ed other income equal to$0.43 per share,net of taxes,and in the prior year includedexpenses associated with the acquisition of G.H.Bass and otherpotential transactions equal to$0.03 per share,net of taxes.The equity market rewarded us again for these financialachievements and we were very pleased to

8、 see our stock price increase by 47%over the course of the year.Our shareholder returns have significantly out-performed the S&P 500 and our industry index over the last fifteen years.Our wholesale business performed well throughout the year and our retail business achieved strong gains in the fourt

9、h quarter.We finished the year with strong business trends and momentum.We believe that our key differentiating characteristics that drive our performance are our corporate culture and commitment to excellence.We also continued to improve our excellence indesign,merchandising,sales,operations,market

10、ing and finance and we remain well positioned to continue our growth.You can see our commitment at work across each of our majorwholesale categories.We consider outerwear as our heritage business.We are one of the largest suppliers in the UnitedStates to the better coat department store channel and

11、hadanother good fall coat season.We have also developed a dominant dress business acrossour many brands.We are the resource of choice for our retail partners.In particular,Calvin Klein,Vince Camuto,Eliza J and Jessica Howard dresses had strong financial results andcontinue to resonate well with cons

12、umers.Our ability to expand into new product categories is alsodemonstrated by our proficiency in the sportswear category.Calvin Klein better sportswear,Calvin Klein Performance andKensie anchor our sportswear offerings and we have significantgrowth opportunities ahead of us in this category.Our Cal

13、vin Klein handbag business has grown and will continueto grow through improved product,better real estate in the department stores and improved logistics.Our strong financialposition affords us the opportunity to continue to invest infixtured shops within department stores which we believe arenecess

14、ary to grow our handbag business.The womens suit business had another strong year of retailperformance.This area is led by our licensed Calvin Klein brand.We also expect to launch new opportunities using our otherlicensed brands where we have rights to produce womens suits.Our Vilebrequin branded pr

15、oduct also performed well despiteparticular challenges in the global luxury market this past year.We are busy diversifying our product offerings,improving storelocations and enhancing the strength of our franchisee partnergroup.Our team sports business continues to deliver steady profits toour compa

16、ny.We produce products for all the leagues and manycolleges.Our diversified offerings across major professionalsports product categories for both men and women enable us tocontinue to grow this business.Our specialty retail businesses,which are increasingly importantto our overall results,saw succes

17、s in the fourth quarter in anenvironment that was challenging for much of our industry.Wilsons performed well and achieved sales per square foot forthe year of approximately$387,up from$250 when we acquiredthis business in 2008.G.H.Bass is showing that it will also prove to be a powerfuladdition to

18、our specialty retail group.After a year-long process,G.H.Bass is now completely integrated with the rest of our retailoperations.We installed new leadership,made improvementsto the product assortment,and revised our pricing structure andpromotional strategies.As a result,we saw comparable storesales

19、 improve.We finished the year with a 15.4%same storesales gain in the fourth quarter and carried this momentum intothe early Spring season.Our G.H.Bass brand brings us more than just a current retailopportunity.Bass is a well-known authentic heritage brand thatToppan Vite topny131830a08 Proof 4Cyan

20、Magenta Yellow Blackdeveloped the iconic original penny loafer,known as“Weejuns.”We are excited to continue the process of developing this brandacross many categories.We have expanded outerwear offeringsin our own stores and have used our in-house expertise to designthe first Bass womens collection

21、that will start to ship into the better department store channel this upcoming fall season.Our licensing partnership program is also just beginning.We have licensed Bass for footwear and retail in Europe,for mens sportswear and for mens,womens and childrens footwearin the United States and Canada.Ne

22、w and existing strategicrelationships will enhance the distribution of G.H.Bass productsto both the international and domestic marketplace.As a leader in our industry,we have solid organic growth opportunities and we work hard to be an easy company to do business with.We have excellent access to str

23、ategic capitaland a proven track record of successfully supplementing ourorganic growth with complementary acquisitions.At this point,we consider the ability to capture acquisition-related growth and value for our shareholders to be one of our core capabilities.Operating cash flow and proceeds from

24、our equity offering lastJune leave our Company with no long term debt and in a veryhealthy financial position.We are focused on succeeding in our current and new initiatives.Our best in class talent allows us to meet and exceed the needs of our partners,suppliers and associates.This formula has been

25、 working for many years and we expect it will be the basis for our continued success.We are grateful for your confidence and support now and in the future.SincerelyMorris GoldfarbChairman,Chief Executive Officer and PresidentDILUTED NET INCOME PER SHARE(Years Ended January 31)NET SALES($000s)(Years

26、Ended January 31)*Includes expenses associated with the Vilebrequin acquisition in the amount of$2.4 million,after tax,or$0.12 per share.*Includes expenses associated with the G.H.Bass acquisition and other potential transactions in the amount of$0.6 million,after tax,or$0.03 per share.*Includes oth

27、er income in the amount of$9.6 million,after tax,or$0.43 per share.Sincerely,Toppan Vite topny131830a09 Proof 4Cyan Magenta Yellow BlackFinancial Highlights(In thousands,except per share amounts)a Includes expenses associated with the Vilebrequin acquisition in the amount of$2.4 million,after tax,or

28、$0.12 per share.b Includes expenses associated with the G.H.Bass acquisition and other potential transactions in the amount of$0.6 million,after tax,or$0.03 per share.c Includes other income in the amount of$9.6 million,after tax,or$0.43 per share.2015 2,116,855 110,361(c)4.97(c)557,703 1,046,718 76

29、1,258 16.4%22,479$2014 1,718,231 77,360(b)3.71(b)344,964 830,897 521,996 16.3%20,444 2013 1,399,719 56,875(a)2.80(a)283,369 717,772 429,240 14.5%20,125 20121,231,20149,6202.46288,259546,103357,97215.0%19,78720111,063,40456,6822.88239,494447,921303,49421.3%19,689Toppan Vite topny131830a10 Proof 2Cyan

30、 Magenta Yellow BlackUNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-KANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended January 31,2015ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE

31、ACT OF 1934For the transition period fromtoCommission file number 0-18183G-III APPAREL GROUP,LTD.(Exact name of registrant as specified in its charter)Delaware(State or other jurisdiction ofincorporation or organization)512 Seventh Avenue,New York,New York(Address of principal executive offices)41-1

32、590959(I.R.S.EmployerIdentification No.)10018(Zip Code)Registrant s telephone number,including area code:(212)403-0500Securities registered pursuant to Section 12(b)of the Act:Title of ClassName of Exchange on which registeredCommon Stock,$0.01 par valueNasdaq Global Select MarketSecurities register

33、ed pursuant to Section 12(g)of the Act:None.Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d)of the Act.Yes No Indicate

34、by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of theSecurities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required tofile such reports),and(2)has been subject to such filing requirem

35、ents for the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site,if any,every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(232.405 of thischapter)during the preceding 1

36、2 months(or for such shorter period that the registrant was required to submit and post suchfiles).Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K(229.405 of this chapter)is not contained herein,and will not be contained,to the best of registra

37、nt s knowledge,in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.Indicate by check mark if the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,or a smallerreporting company.See

38、the definitions of“large accelerated filer,”“accelerated filer”and“smaller reporting company”inRule 12b-2 of the Exchange Act.(Check one):Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Indicate by check mark whether the registrant is a shell company(as defi

39、ned in Rule 12b-2 of the Act).Yes No As of July 31,2014,the aggregate market value of the registrant s voting stock held by non-affiliates of the registrant(basedon the last sale price for such shares as quoted by the Nasdaq Global Select Market)was approximately$1,532,250,692.The number of outstand

40、ing shares of the registrant s Common Stock as of March 30,2015 was 22,486,597.Documents incorporated by reference:Certain portions of the registrant s definitive Proxy Statement relating to theregistrant s Annual Meeting of Stockholders to be held on or about June 9,2015,to be filed pursuant to Reg

41、ulation 14A of theSecurities Exchange Act of 1934 with the Securities and Exchange Commission,are incorporated by reference into Part III ofthis Report.SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSVarious statements contained in this Form 10-K or incorporated by reference into this Form 10-K,inf

42、uture filings by us with the Securities and Exchange Commission(the“SEC”),in our press releases and inoral statements made from time to time by us or on our behalf constitute“forward-looking statements”within the meaning of the Private Securities Litigation Reform Act of 1995.Forward-looking stateme

43、ntsare based on current expectations and are indicated by words or phrases such as“anticipate,”“estimate,”“expect,”“will,”“project,”“we believe,”“is or remains optimistic,”“currently envisions,”“forecasts,”“goal”and similar words or phrases and involve known and unknown risks,uncertainties and other

44、 factors thatmay cause actual results,performance or achievements to be materially different from the future results,performance or achievements expressed in or implied by such forward-looking statements.Forward-lookingstatements also include representations of our expectations or beliefs concerning

45、 future events that involverisks and uncertainties,including,but not limited to,those described in Part I,“Item 1A.Risk Factors”andthe following:our dependence on licensed products;our dependence on the strategies and reputation of our licensors;costs and uncertainties with respect to expansion of o

46、ur product offerings;the performance of our products at retail and customer acceptance of new products;customer concentration;risks of doing business abroad;price,availability and quality of materials used in our products;the need to protect our trademarks and other intellectual property;risks relat

47、ing to our retail business;risks relating to our Vilebrequin and G.H.Bass businesses;dependence on existing management;our ability to make strategic acquisitions and possible disruptions from acquisitions;need for additional financing;seasonal nature of our business;our reliance on foreign manufactu

48、rers;the need to successfully upgrade,maintain and secure our information systems;the impact of the current economic and credit environment on us,our customers,suppliers andvendors;the effects of competition in the markets in which we operate;consolidation of our retail customers;additional legislat

49、ion and/or regulation in the U.S.or around the world;our ability to import products in a timely and cost effective manner;our ability to continue to maintain our reputation;fluctuations in the price of our common stock;potential effect on the price of our common stock if actual results are worse tha

50、n financial forecasts;and the effect of regulations applicable to us as a U.S.public company.2These forward-looking statements are based largely on our expectations and judgments and are subjectto a number of risks and uncertainties,many of which are unforeseeable and beyond our control.Adetailed di

51、scussion of significant risk factors that have the potential to cause our actual results to differmaterially from our expectations is described in Part I of this Form 10-K under the heading of“RiskFactors.”We undertake no obligation to publicly update or revise any forward-looking statements,whether

52、as a result of new information,future events or otherwise,except as required by law.WEBSITE ACCESS TO REPORTSOur internet website is www.g-.We make available free of charge on our website(under theheading“Investor Relations”)our Annual Reports on Form 10-K,Quarterly Reports on Form 10-Q,Current Repo

53、rts on Form 8-K and amendments to those reports as soon as reasonably practicable after weelectronically file such material with,or furnish it to,the Securities and Exchange Commission.Noinformation contained on our website is intended to be included as part of,or incorporated by referenceinto,this

54、Annual Report on Form 10-K.Information relating to our corporate governance,including ourCode of Ethics and Committee charters,is available at our website under“Investor Relations.”Paper copiesof these filings and corporate governance documents are available to stockholders free of charge by written

55、request to Investor Relations,G-III Apparel Group,Ltd.,512 Seventh Avenue,New York,New York 10018.Documents filed with the SEC are also available on the SEC s website at www.sec.gov.3ITEM 1.BUSINESS.Unless the context otherwise requires,“G-III”,“us”,“we”and“our”refer to G-III Apparel Group,Ltd.and i

56、ts subsidiaries.References to fiscal years refer to the year ended or ending on January 31 of thatyear.For example,our fiscal year ended January 31,2015 is referred to as“fiscal 2015.”OverviewG-III designs,manufactures and markets an extensive range of apparel,including outerwear,dresses,sportswear,

57、swimwear,women s suits and women s performance wear,as well as footwear,luggage andwomen s handbags,small leather goods and cold weather accessories.We sell our products under our ownproprietary brands,licensed brands and private retail labels.G-III sells swimwear,resort wear and related accessories

58、 under our own Vilebrequin brand andfootwear,apparel and accessories under our own Bass and G.H.Bass brands.We also sell a variety ofapparel products under our other owned brands that include Andrew Marc,Marc New York,JessicaHoward,Eliza J and Black Rivet and under private retail labels.We sell prod

59、ucts under an extensive portfolio of well-known licensed brands,including Calvin Klein,Kenneth Cole,Guess?,Cole Haan and Tommy Hilfiger.In our team sports business,we have licenses withthe National Football League,National Basketball Association,Major League Baseball,National HockeyLeague,Touch by A

60、lyssa Milano and over 100 U.S.colleges and universities.Our products are sold through a cross section of leading retailers such as Macy s,Bloomingdale s,Dillard s,The Bon-Ton Stores,Nordstrom,Saks Fifth Avenue,Lord&Taylor and JC Penney.We also distribute through our own retail stores.Our retail oper

61、ating segment consists primarily of ourWilsons Leather and G.H.Bass stores,substantially all of which are operated as outlet stores.As ofJanuary 31,2015,we operated 185 Wilsons Leather stores and 156 G.H.Bass stores,as well as 5 CalvinKlein Performance stores,in 43 states and Puerto Rico.We have acq

62、uired businesses that have broadened our product offerings,expanded our ability to servedifferent tiers of distribution and added a retail component to our business.Our acquisitions are part ofour strategy to expand our product offerings and increase the portfolio of proprietary and licensed brandst

63、hat we offer through different tiers of retail distribution.In November 2013,we acquired the business of G.H.Bass&Co.,a well-known heritage brand thatdeveloped the iconic original penny loafer(known as“Weejuns”).Bass footwear,apparel and accessoriesare sold primarily through our G.H.Bass outlet stor

64、es located in the United States.The brand is licensedfor the wholesale distribution of men s and women s footwear and men s sportswear.In addition,inMarch 2015,we entered into a wholesale license agreement with Genesco with respect to G.H.Bass men s,women s and children s footwear in the United Stat

65、es and Canada.The line will be shown to customers thissummer with first shipments expected for the Spring 2016 season,with distribution through betterdepartment and specialty stores.We also intend to use our in-house expertise to produce certain keycategories for Bass,including our planned launch of

66、 Bass women s apparel for delivery in Fall 2015.In August 2012,we acquired Vilebrequin,a premier provider of status swimwear,resort wear andrelated accessories.Vilebrequin sells its products in the United States and over 50 countries around theworld through a network of company owned and franchised

67、specialty retail stores and shops,as well asthrough select wholesale distribution.Vilebrequin has also licensed its brand for the wholesale distributionof footwear and neckwear.We believe that Vilebrequin is capable of significant worldwide expansion.As ofJanuary 31,2015,Vilebrequin products were di

68、stributed through 77 Company owned stores and 23franchise partners,as well as through select wholesale distribution.We have three reportable segments,licensed products,non-licensed products and retail operations.Thelicensed products segment includes sales of products under brands licensed by us from

69、 third parties.Thenon-licensed products segment includes sales of products under our own brands and under private labelbrands.The retail operations segment consists primarily of our Wilsons Leather and G.H.Bass stores,aswell as a limited number of Calvin Klein Performance stores.See Note K to our Co

70、nsolidated FinancialStatements for financial information with respect to these segments.4G-III Apparel Group,Ltd.is a Delaware corporation that was formed in 1989.We and ourpredecessors have conducted our business since 1974.Competitive StrengthsWe believe that our broad portfolio of high-profile br

71、ands combined with our extensive distributionrelationships position us for growth.We intend to capitalize on the following competitive strengths in orderto achieve our goal of creating an all-season diversified apparel company:Broad portfolio of recognized brands.We have built a broad and deep portf

72、olio of over 40 licensedand proprietary brands.We believe we are a licensee of choice for well-known brands that have built a loyalfollowing of both fashion-conscious consumers and retailers who desire high quality,well designedproducts.We have selectively added the licensing rights to premier brand

73、s in women s,men s and teamsports categories catering to a wide range of customers.In an environment of rapidly changing consumerfashion trends,we benefit from a balanced mix of well-established and newer brands.In addition to ourlicensed brands,we own several successful proprietary brands,including

74、 Vilebrequin,Bass,G.H.Bass,Andrew Marc,Marc New York,Eliza J and Jessica Howard.Our experience in developing and acquiringlicensed brands and proprietary labels,as well as our reputation for producing high quality,well-designedapparel,has led major department stores and retailers to select us as a d

75、esigner and manufacturer for theirprivate label programs.We currently market apparel and other products under,among others,the following licensed andproprietary brand names:Women sMen sTeam SportsLicensed BrandsCalvin KleinCalvin KleinNational Football Leagueck Calvin Kleinck Calvin KleinMajor Leagu

76、e BaseballGuessGuessNational Basketball AssociationGuess?Guess?National Hockey LeagueKenneth Cole NYKenneth Cole NYTouch by Alyssa MilanoReaction Kenneth ColeReaction Kenneth ColeCollegiate Licensing CompanyCole HaanCole HaanMajor League SoccerLevi sLevi sVince CamutoVince CamutoTommy HilfigerTommy

77、HilfigerJessica SimpsonDockersIvanka TrumpJones New YorkEllen TracyKensieProprietary BrandsAndrew MarcAndrew MarcG-III Sports by Carl BanksMarc New YorkMarc New YorkG-III for HerVilebrequinVilebrequinBassBassG.H.BassG.H.BassBlack RivetBlack RivetWilsonsWilsonsEliza JJessica Howard5Diversified distri

78、bution base.We market our products at multiple price points and across multiplechannels of distribution,allowing us to provide products to a broad range of consumers,while reducing ourreliance on any one demographic segment,merchandise preference or distribution channel.Our productsare sold to appro

79、ximately 2,900 customers,including a cross section of retailers such as Macy s,TJXCompanies,Ross Stores,Dillard s,The Bon-Ton Stores,Nordstrom,Saks Fifth Avenue,Lord&Taylor,JCPenney and membership clubs such as Costco and Sam s Club.As a result of our broad distributionplatform,we are a licensee and

80、 supplier of choice and can more easily adapt to changes in the retailenvironment.We believe our strong relationships with retailers have been established through many years ofpersonal customer service and adherence to meeting or exceeding retailer expectations.Our Wilsons Leatherretail stores provi

81、de an additional distribution network for our products.We distribute our Vilebrequinproducts through a network of company owned and franchised specialty retail stores and shops,as well asthrough select wholesale distribution,and distribute our Bass and G.H.Bass products through our Bassoutlet stores

82、 and through licensees.Superior design,sourcing and quality control.Our in-house design and merchandising team designssubstantially all of our licensed,proprietary and private label products.Our designers work closely with ourlicensors and private label customers to create designs and styles that re

83、present the look they want.We havea network of worldwide suppliers that allows us to negotiate competitive terms without relying on anysingle vendor.In addition,we employ a quality control team and a sourcing group in China to ensure thequality of our products.We believe we have developed a signific

84、ant customer following and positivereputation in the industry as a result of our design capabilities,sourcing expertise,on-time delivery and highstandards of quality control.Our acquisition of Vilebrequin added experienced design capability andadditional sourcing resources in Europe.With its distinc

85、tive product design and construction,Vilebrequin,unlike the rest of our business,mostly relies on four manufacturers for the substantial majority of itsproduct.Leadership position in the wholesale business.As one of the largest wholesalers of outerwear,dressesand sportswear,we are widely recognized

86、within the apparel industry for our high-quality and well-designedproducts.Our expertise and reputation in designing,manufacturing and marketing apparel have enabled usto build strong customer relationships and to become one of the leading dress suppliers in the United Statesover the past several ye

87、ars.We have also expanded into women s performance wear and other apparelcategories,as well as to non-apparel categories such as luggage,handbags,footwear,small leather goods andaccessories.Experienced management team.Our executive management team has worked together for asignificant period of time

88、and has extensive experience in the apparel industry.Morris Goldfarb,ourChairman,Chief Executive Officer and President,has been with us for over 40 years.Sammy Aaron,ourVice Chairman,joined us in 2005 when we acquired Marvin Richards,Wayne S.Miller,our ChiefOperating Officer,has been with us for ove

89、r 15 years and Neal S.Nackman,our Chief Financial Officer,has been with us for over 10 years.Each of our executive officers has over 30 years of experience in theapparel business.Our leadership team has demonstrated experience in successfully acquiring,managing,integrating and positioning new busine

90、sses having completed seven acquisitions over the last ten years whilealso adding numerous new licensed products.Growth StrategyOur goal is to build an all-season diversified apparel company with a broad portfolio of brands that weoffer in multiple channels of retail distribution through the followi

91、ng growth strategies:Execute diversification initiatives.We are continually seeking opportunities to produce products for allseasons.We have initiated the following diversification efforts:In November 2013,we acquired G.H.Bass,a well-known heritage brand that sells footwear,apparel and accessories.T

92、his acquisition continued the diversification of our product offeringsand expanded the scope of our retail business that started with our acquisition of Wilsons in2008.We expect to apply the expertise of our Wilsons team to the operations of the G.H.Bassbusiness and be able to leverage the infrastru

93、cture at Wilsons to benefit Bass.Since acquiring Bass,we have added licenses for Bass footwear and retail in Europe and for Bass men s sportswear.In6addition,in March 2015,we entered into a wholesale license agreement with Genesco to design,distribute,and market G.H.Bass men s,women s and children s

94、 footwear in the United States andCanada.We believe Genesco s expertise and market leadership in footwear will complement ourG.H.Bass team.This initiative is part of our plan to continue to revitalize and build the G.H.Bass heritage brand through improved assortments and additional category licenses

95、 with strongpartners.We have continually expanded our relationship with Calvin Klein.Initially,we had licenses forCalvin Klein men s and women s outerwear.Between 2005 and 2011,we added licenses forwomen s suits,dresses,women s performance wear,women s better sportswear,women s handbagsand small lea

96、ther goods and luggage,as well as to operate Calvin Klein Performance retail storesin the United States.In April 2013,we added a license for Calvin Klein men s and women sswimwear that became effective as of December 1,2013.In March 2014,the current term of eachof our Calvin Klein license agreements

97、 was extended to December 31,2023.In December 2012,we entered into a license agreement covering a broad range of women sapparel under the Ivanka Trump brand including women s sportswear,dresses,women s suits andwomen s outerwear.We began shipping Ivanka Trump outerwear and dress products in the thir

98、dquarter of fiscal 2014 and swimwear product in the second quarter of fiscal 2015.We believe thisline has excellent potential for expansion.In August 2012,we acquired Vilebrequin,a premier provider of status swimwear,resort wear andrelated accessories.We believe that Vilebrequin is a powerful brand

99、and will continue adding morecompany owned and franchised retail locations and increase our wholesale distributionthroughout the world,as well as develop the business beyond its heritage in men s swimwear,resort wear and related accessories.Continue to grow our apparel business.We have been a leader

100、 in the apparel business for many yearsand believe we can continue to grow our apparel business.Specifically,our Calvin Klein businesses benefitfrom Calvin Klein s strong brand awareness and loyalty among consumers.Our acquisition of AndrewMarc added two well-known proprietary brands in the men s an

101、d women s apparel market,as well aslicenses for men s and women s outerwear under the Levi s and Dockers brands.More recently,we addedlicenses for a variety of apparel products under the Kensie and Ivanka Trump brands and for women souterwear under the Tommy Hilfiger brand.Add new product categories

102、.We have been able to leverage our expertise and experience in the apparelbusiness,our relationships with our licensors and our sourcing capabilities to expand our licenses to newproduct categories such as dresses,sportswear,women s suits,women s performance wear and men s andwomen s swimwear.We exp

103、anded our licenses with Calvin Klein beyond apparel categories to includeluggage,women s handbags,small leather goods and cold weather accessories.In addition,we addedluggage to the products we sell under the Tommy Hilfiger brand and added swimwear,resort wear andrelated accessories as a result of o

104、ur acquisition of Vilebrequin.Most recently,our acquisition of G.H.Bassadded footwear to our product mix.We will attempt to expand our distribution of products in these andother categories under licensed brands,our own brands and private label brands.Seek attractive acquisitions.We plan to pursue ac

105、quisitions of complementary product lines andbusinesses.We continually review acquisition opportunities.We acquired G.H.Bass,a well-known heritagebrand that operates over 150 outlet stores,and Vilebrequin,which provides us with a premier brand sellingstatus products worldwide.As a result of other ac

106、quisitions,we added name-brand licenses,includingCalvin Klein,Guess?,Ellen Tracy,Tommy Hilfiger,Levi s and Dockers,as well as proprietary labels andprivate label programs.We acquired our Jessica Howard and Eliza J dress businesses and Andrew Marc,each of which added to our portfolio of proprietary b

107、rands.We also acquired the Wilsons Leather outletstore business.Our acquisitions have increased our portfolio of licensed and proprietary brands,allowed usto realize economies of scale and added a retail component to our business.We believe that our existinginfrastructure and management depth will e

108、nable us to complete additional acquisitions in the apparelindustry.7Products Development and DesignG-III designs,manufactures and markets women s and men s apparel at a wide range of retail salesprices.Our product offerings primarily include outerwear,dresses,sportswear,swimwear,women s suits andwo

109、men s performance wear.We also market footwear and accessories including luggage,women s handbags,small leather goods and cold weather accessories.G-III s licensed apparel consists of both women s and men s products in a broad range of categories.See“Business Licensing.”Our strategy is to seek licen

110、ses that will enable us to offer a range of productstargeting different price points and different distribution channels.We offer a wide range of products under our proprietary brands.Our Vilebrequin line of swimwear,resort wear and related accessories is sold through a network of company owned and

111、franchised specialtyretail stores and shops,as well as through select wholesale distribution.Our Bass and G.H.Bass footwear,apparel and accessories are sold in our outlet stores and through licensees.The Andrew Marc line ofwomen s and men s outerwear and apparel is sold to upscale department and spe

112、cialty retail stores.TheMarc New York line of women s and men s better priced outerwear and apparel is sold to upper tier stores.Eliza J is a better dress line that sells to better department and specialty stores.The Jessica Howard label is amoderate price dress line that sells to department stores,

113、specialty stores and catalogs.The Black Rivet lineof apparel consists of women s and men s outerwear.We sell men s team sports-related apparel under ourG-III Sports by Carl Banks label.We also work with a diversified group of retail chains,such as Express,JC Penney and Kohl s,indeveloping product li

114、nes that are sold under their private label programs.Our design teams collaborate withour customers to produce custom made products for department and specialty chain stores.Store buyersmay provide samples to us or may select styles already available in our showrooms.We believe we haveestablished a

115、reputation among these buyers for our ability to produce high quality product on a reliable,expeditious and cost-effective basis.Our in-house designers are responsible for the design and look of our licensed and non-licensedproducts.We work closely with our licensors to create designs and styles for

116、 each of our licensed brands.Licensors generally must approve products to be sold under their brand names prior to production.Wemaintain a global pulse on styles,using trend services and color services to enable us to quickly respond tostyle changes in the apparel industry.Our experienced design per

117、sonnel and our focused use of outsideservices enable us to incorporate current trends and consumer preferences in designing new products andstyles.Our design personnel meet regularly with our sales and merchandising departments,as well as with thedesign and merchandising staffs of our licensors,to r

118、eview market trends,sales results and the popularity ofour latest products.In addition,our representatives regularly attend trade and fashion shows and shop atfashion forward stores in the United States,Europe and the Far East.Our designers present sample itemsalong with their evaluation of the styl

119、es expected to be in demand in the United States.We also seek inputfrom selected customers with respect to product design.We believe that our sensitivity to the needs ofretailers,coupled with the flexibility of our production capabilities and our continual monitoring of theretail market,enables us t

120、o modify designs and order specifications in a timely fashion.LicensingThe sale of licensed products is a key element of our strategy and we have continually expanded ourofferings of licensed products over the past 20 years.In November 2013,we expanded our relationship withTommy Hilfiger to include

121、a license for women s outerwear.In April 2013,we entered into a license forCalvin Klein men s and women s swimwear that became effective on December 1,2013.We have ten different license agreements relating to a variety of products sold under the Calvin Kleinbrand,as well as to the ability to operate

122、 Calvin Klein Performance stores.In March 2014,the current termof each of these ten license agreements was extended to December 31,2023.8The following table sets forth,for each of our principal licenses,the date on which the current termends and the date on which any potential renewal term ends.Lice

123、nseDate CurrentTerm EndsDate Potential RenewalTerm EndsFashion LicensesCalvin Klein(Men s outerwear).December 31,2023 NoneCalvin Klein(Women s outerwear).December 31,2023 NoneCalvin Klein(Women s dresses).December 31,2023 NoneCalvin Klein(Women s suits).December 31,2023 NoneCalvin Klein(Women s perf

124、ormance wear).December 31,2023 NoneCalvin Klein(Women s better sportswear).December 31,2023 NoneCalvin Klein(Better luggage).December 31,2023 NoneCalvin Klein(Women s handbags and small leather goods).December 31,2023 NoneCalvin Klein(Women s performance retail).December 31,2023 NoneCalvin Klein(Men

125、 s and women s swimwear).December 31,2023 NoneCole Haan(Men s and women s outerwear).January 31,2016NoneDockers(Men s outerwear).November 30,2017 NoneEllen Tracy(Women s outerwear,dresses and suits and men souterwear).December 31,2018 December 31,2021Guess/Guess?(Men s and women s outerwear).Decembe

126、r 31,2018 December 31,2023Guess/Guess?(Women s dresses).December 31,2018 December 31,2023Ivanka Trump(Women s sportswear,suits,dresses,activewear,jeanswear,sweaters and blouses).December 31,2018 December 31,2023Jessica Simpson(Women s dresses and outerwear).December 31,2019 December 31,2024Jones New

127、 York(Women s outerwear).January 31,2016NoneKenneth Cole NY/Reaction Kenneth Cole(Men s andwomen s outerwear).December 31,2015 NoneKensie(Women s sportswear,dresses,suits,activewear andsweaters).January 31,2017January 31,2022Kensie(Women s cold weather accessories).January 31,2017January 31,2022Kens

128、ie(Women s handbags).January 31,2017January 31,2022Levi s(Men s and women s outerwear).November 30,2017 NoneTommy Hilfiger(Men s outerwear).March 31,2016NoneTommy Hilfiger(Luggage).December 31,2017 NoneTommy Hilfiger(Women s outerwear).December 31,2016 NoneVince Camuto(Women s dresses).December 31,2

129、017 December 31,2020Vince Camuto(Men s outerwear).December 31,2017 December 31,2020Team Sports LicensesCollegiate Licensing Company.March 31,2016NoneMajor League Baseball(Men s).October 31,2017NoneMajor League Baseball(Ladies).October 31,2017NoneNational Basketball Association.September 30,2017 None

130、National Football League.March 31,2017NoneNational Hockey League.June 30,2016None9Under our license agreements,we are generally required to achieve minimum net sales of licensedproducts,pay guaranteed minimum royalties,make specified royalty and advertising payments(usuallybased on a percentage of n

131、et sales of licensed products),and receive prior approval of the licensor as to alldesign and other elements of a product prior to production.License agreements also may restrict our abilityto enter into other license agreements for competing products or acquire businesses that produce competingprod

132、ucts without the consent of the licensor.If we do not satisfy any of these requirements or otherwisefail to meet our obligations under a license agreement,a licensor usually will have the right to terminate ourlicense.License agreements also typically restrict our ability to assign or transfer the a

133、greement without theprior written consent of a licensor and generally provide that a change in control,including as a result ofthe acquisition of us by another company,is considered to be a transfer of the license agreement that wouldgive a licensor the right to terminate the license unless it has a

134、pproved the transaction.Our ability to renew the current term of a license agreement may be subject to the discretion of thelicensor or to attaining minimum sales and/or royalty levels and to our compliance with the provisions ofthe agreement.We believe that brand owners are looking to consolidate t

135、he number of licensees they engageto develop product and to choose licensees who have a successful track record of developing brands.Wecontinue to seek other opportunities to enter into license agreements in order to expand our productofferings under well-known labels and broaden the markets that we

136、 serve.Revenues from the sale of licensed products accounted for 57.6%of our net sales in fiscal 2015compared to 64.1%of our net sales in fiscal 2014 and 67.3%of our net sales in fiscal 2013.Proprietary BrandsDating back to the beginning of our company,G-III has sold apparel under our own proprietar

137、ybrands.Over the years,we developed or acquired brands such as G-III Sports by Carl Banks,Eliza J,Jessica Howard and Black Rivet.Most recently,we acquired G.H.Bass,a well-known heritage brand,andVilebrequin,which provides us with a premier brand selling status products worldwide.In August 2012,we ac

138、quired Vilebrequin,a premier provider of status swimwear,resort wear andrelated accessories.Vilebrequin sells its products in over 50 countries around the world through a networkof company owned and franchised specialty retail stores and shops,as well as through select wholesaledistribution.Vilebreq

139、uin has also licensed its brand for the wholesale distribution of footwear andneckwear.We believe that Vilebrequin is capable of significant worldwide expansion.A majority ofVilebrequin s current revenues are derived from sales in Europe and the United States.Vilebrequin s iconic designs and reputat

140、ion are linked to its French Riviera heritage arising from itsfounding in St.Tropez over forty years ago.Vilebrequin s men s swimwear,which accounts for the majorityof its sales,is known for its exclusive prints,wide range of colors,attention to detail,fabric quality andwell-designed cut.In addition

141、 to swimwear,Vilebrequin sells a line of resort wear products,including shirts,T-shirts,Bermuda shorts and trousers,and related accessories,including hats,beach bags,beach towels andsunglasses.Vilebrequin also sells sandals and a collection of women s swimwear and resort wear.We believethat Vilebreq

142、uin is a powerful brand.We plan to continue adding more company owned and franchisedretail locations and increase our wholesale distribution of Vilebrequin product throughout the world,aswell as develop the business beyond its heritage in men s swimwear,resort wear and related accessories.Andrew Mar

143、c and Marc New York provide us with upscale company-owned brands.We utilize ourown in-house capabilities to create our core men s and women s outerwear and women s performance wearand handbags,as well as a women s dress line for Marc New York.We also license these brands to selectthird parties in ce

144、rtain categories.Our goal is to develop the Andrew Marc family of brands into ameaningful lifestyle brand.We continually look for new opportunities to leverage these brands.Revenues from the sale of non-licensed products includes revenues from our proprietary brands,otherthan Wilsons and G.H.Bass wh

145、ich are part of our retail operations segment,as well as revenues from thesale of private label products,accounted for 20.2%of our net sales in fiscal 2015 compared to 19.2%of ournet sales in fiscal 2014 and 19.3%of our net sales in fiscal 2013.10Retail OperationsWe are a national retailer of outerw

146、ear,footwear,apparel and accessories in the U.S.As of January 31,2015,our retail operations segment consisted of 346 retail stores in 43 states and Puerto Rico,of which 185are stores operated under the Wilsons Leather name,156 are stores operated under our G.H.Bass brandand 5 stores are operated und

147、er the licensed Calvin Klein Performance brand.Substantially all of ourWilsons Leather and G.H.Bass stores are operated as outlet stores and located in larger outlet centers withWilsons Leather s stores averaging approximately 3,735 square feet and G.H.Bass stores averagingapproximately 6,300 square

148、 feet.At January 31,2015,we operated 17 full price Wilsons Leather mall storesand currently plan to open approximately 9 new Wilsons Leather outlet stores and 9 new G.H.Bass outletstores in fiscal 2016.Our Wilsons Leather retail stores primarily sell men s and women s outerwear and accessories.Outer

149、wear sold in our Wilsons Leather stores includes products primarily manufactured by us andaccessories which are purchased primarily from third parties.Merchandise is shipped from our mainBrooklyn Park,Minnesota distribution center to replenish stores as needed with key styles and to buildinventory f

150、or the peak holiday selling season.Our Bass stores offer casual and dress shoes for men,women and children.Most of our Bass storesalso carry apparel for men and women,including tops,neckwear,bottoms and outerwear,as well asaccessories such as handbags,wallets,belts and travel gear.We sell Bass produ

151、cts primarily through outletstores located in the United States.We currently plan to open approximately 9 new G.H.Bass stores in fiscal2016.We also license the Bass brand for the wholesale distribution of men s and women s footwear and men ssportswear.In addition,in March 2015,we entered into a whol

152、esale license agreement with Genesco todesign,distribute,and market G.H.Bass men s,women s and children s footwear in the United States andCanada.The line will be shown to customers this summer with first shipments expected for the Spring 2016season.We believe Genesco s expertise and market leadersh

153、ip in footwear will complement our G.H.Bassteam.We also intend to use our in-house expertise to produce certain key categories for Bass,including ourplanned launch of Bass women s apparel for delivery in Fall 2015.Revenues from our retail operationsaccounted for 22.2%of our net sales in fiscal 2015

154、compared to 16.7%of our net sales in fiscal 2014 and13.4%of our net sales in fiscal 2013.The increase in fiscal 2015 in the percentage of sales from our retailoperations resulted from the acquisition of G.H.Bass in November 2013.Manufacturing and SourcingG-III arranges for the production of products

155、 from independent manufacturers located primarily inChina and,to a lesser extent,in Vietnam,Indonesia,Pakistan,India and Central and South America.Vilebrequin s products are manufactured in Bulgaria,Tunisia,Romania and Morocco.A small portion ofour garments are manufactured in the United States.We c

156、urrently have representative offices in Vietnam,as well as in Hangzhou,Nanjing and Qingdao,China.These offices act as our liaison with manufacturers in the Far East.As of January 31,2015,we had270 employees in these representative offices.G-III s headquarters provides these liaison offices with prod

157、uction orders stating the quantity,quality,delivery time and types of garments to be produced.The personnel in our liaison offices assist in thenegotiation and placement of orders with manufacturers.In allocating production among independentsuppliers,we consider a number of criteria,including,but no

158、t limited to,quality,availability of productioncapacity,pricing and ability to meet changing production requirements.To facilitate better service for our customers and accommodate the volume of manufacturing in theFar East,we also have a subsidiary in Hong Kong.The Hong Kong subsidiary supports thir

159、d partyproduction of products on an agency fee basis.Our Hong Kong office acts as an agent for substantially allof our production.Our China and Hong Kong offices monitor production at manufacturersfacilities toensure quality control,compliance with our specifications and timely delivery of finished

160、garments to ourdistribution facilities and,in some cases,direct to our customers.At January 31,2015,we had 21 employeesin our Hong Kong office.11In connection with the foreign manufacture of our products,manufacturers purchase raw materialsincluding fabric,wool,leather and other submaterials(such as

161、 linings,zippers,buttons and trim)at ourdirection.Prior to commencing the manufacture of products,samples of raw materials or submaterials aresent to us for approval.We regularly inspect and supervise the manufacture of our products in order toensure timely delivery,maintain quality control and moni

162、tor compliance with our manufacturingspecifications.We also inspect finished products at the factory site.We generally arrange for the production of products on a purchase order basis with completedproducts manufactured to our design specifications.We assume the risk of loss predominantly on aFreigh

163、t-On-Board(F.O.B.)basis when goods are delivered to a shipper and are insured against casualtylosses arising during shipping.As is customary,we have not entered into any long-term contractual arrangements with any contractoror manufacturer.We believe that the production capacity of foreign manufactu

164、rers with which we havedeveloped,or are developing,a relationship is adequate to meet our production requirements for theforeseeable future.We believe that alternative foreign manufacturers are readily available.A majority of all finished goods manufactured for us is shipped to our New Jersey wareho

165、use anddistribution facilities or to designated third party facilities for final inspection and allocation,as well asreshipment to customers.The goods are delivered to our customers and us by independent shippers.Wechoose the form of shipment(principally ship,truck or air)based upon a customer s nee

166、ds,cost and timingconsiderations.Customs and Import RestrictionsOur arrangements with textile manufacturers and suppliers are subject to requisite customs clearancesfor textile apparel and the imposition of export duties.United States Customs duties on our textile apparelpresently range from duty fr

167、ee to 32%,depending upon the type of fabric used,how the garment isconstructed and the country of export.A substantial majority of our product is imported into the UnitedStates and,to a lesser extent,into Canada and Europe.Countries in which our products are manufacturedand sold may,from time to tim

168、e,impose new duties,tariffs,surcharges or other import controls orrestrictions or adjust prevailing duty or tariff levels,as well as quota restrictions.Under the provisions ofthe World Trade Organization(“WTO”)agreement governing international trade in textiles,known as the“WTO Agreement on Textiles

169、 and Clothing,”the United States and other WTO member countries haveeliminated quotas on textiles and apparel-related products from WTO member countries.As a result,quotarestrictions generally do not affect our business in most countries.Apparel and other products sold by us are also subject to regu

170、lations that relate to product labeling,content and safety requirements,licensing requirements and flammability testing.We believe that we are incompliance with those regulations,as well as applicable federal,state,local,and foreign regulations relatingto the discharge of materials hazardous to the

171、environment.Raw MaterialsWe purchase most products manufactured for us on a finished goods basis.We coordinate the sourcingof raw materials used in the production of our products which are generally available from numeroussources.The apparel industry competes with manufacturers of many other product

172、s for the supply of rawmaterials.Marketing and DistributionG-III s products are sold primarily to department,specialty and mass merchant retail stores in theUnited States.We sell to approximately 2,900 customers,ranging from national and regional chains to smallspecialty stores.We also distribute ou

173、r products through our retail stores and,to a lesser extent,throughour Wilson s Leather,G.H.Bass,Andrew Marc and Vilebrequin websites.Sales to our 10 largest customers accounted for 58.4%of our net sales in fiscal 2015 compared to61.3%of our net sales in fiscal 2014 and 63.7%of our net sales in fisc

174、al 2013.Sales to Macy s,whichincludes sales to its Macy s and Bloomingdale s store chains,accounted for an aggregate of 18.7%of ournet sales in fiscal 2015,21.0%of our net sales in fiscal 2014 and 21.3%of our net sales in fiscal 2013.The12loss of this customer or a significant reduction in purchases

175、 by our largest customers could have a materialadverse effect on our results of operations.A substantial majority of our sales are made in the United States.We also market our products inCanada,Europe and the Far East,which,on a combined basis,accounted for approximately 15.1%of ournet sales in fisc

176、al 2015.G-III s products are sold primarily through a direct sales force consisting of 171 employees atJanuary 31,2015.Our principal executives are also actively involved in sales of our products.Some of ourproducts are also sold by various retail buying offices and independent sales representatives

177、 locatedthroughout the United States.Sales outside of the United States are managed by 10 salespeople located inour offices across Asia,as well as 14 salespeople for Kensie located in Canada and 6 salespeople forVilebrequin located in Switzerland.The Canadian market is serviced by a sales and custom

178、er service teambased both in the United States and in Canada.Brand name products sold by us pursuant to a license agreement are promoted by institutional andproduct advertisements placed by the licensor.Our license agreements generally require us to pay thelicensor a fee,based on a percentage of net

179、 sales of licensed product,to pay for a portion of theseadvertising costs.We may also be required to spend a specified percentage of net sales of a licensed producton advertising placed by us.We advertise our Andrew Marc brand and are engaged in both cooperative advertising programs withretailers an

180、d direct to the consumer.We are focused on creating an image that will broaden the lifestyleappeal of our Andrew Marc brands.Our marketing strategy is focused on media,public relations andchannel marketing.Our media strategy for Andrew Marc includes traditional print and outdooradvertising,as well a

181、s digital and social media initiatives.Wilsons Leather and G.H.Bass marketing efforts are primarily focused on increasing store traffic andthen converting customers to buyers.This goal is mainly accomplished through local advertising and mallmarketing promotions along with marketing initiatives thro

182、ugh the Internet,social media and publicrelations support.Vilebrequin s marketing efforts have been based on continually offering new swimwear prints,andexpanding the range of its products to new categories such as women swimwear,ready to wear andaccessories,while maintaining its core collection.Bes

183、ides its traditional advertising networks(print andoutdoor advertising),Vilebrequin is seeking to develop new marketing channels through the use of digitalmedia,product placement and public relations.Through the growth of its network of stores,distributorsand franchisees,Vilebrequin is seeking to re

184、inforce its position in its traditional markets,such as the U.S.and Europe,and to develop new markets in Asia and the Middle East.We believe we have developed awareness of our other owned labels primarily through our reputation,consumer acceptance and the fashion press.We primarily rely on our reput

185、ation and relationships togenerate business in the private label portion of our non-licensed segment.We believe we have developed asignificant customer following and positive reputation in the industry as a result of,among other things,our standards of quality control,on-time delivery,competitive pr

186、icing and willingness and ability to assistcustomers in their merchandising of our products.SeasonalityRetail sales of outerwear and other apparel have traditionally been seasonal in nature.Historically,wehave been dependent on our sales from July through November for the substantial majority of our

187、 net salesand net income.Net sales in the months of July through November accounted for approximately 56%ofour net sales in fiscal 2015,57%of our net sales in fiscal 2014 and 58%of our net sales in fiscal 2013.Weare highly dependent on our results of operations during the second half of our fiscal y

188、ear.The second halfof the year is expected to continue to provide a disproportionate amount of our net sales and a substantialmajority of our net income for the foreseeable future.13Order BookA portion of our orders consists of short-term purchase orders from customers who place orders on anas-neede

189、d basis.Information relative to open purchase orders at any date may also be materially affected by,among other things,the timing of the initial showing of apparel to the trade,as well as by the timing ofrecording of orders and shipments.As a result,we do not believe that disclosure of the amount of

190、 ourunfilled customer orders at any time is meaningful.CompetitionWe have numerous competitors with respect to the sale of our products,including brand owners,distributors that import products from abroad,and domestic retailers with established foreignmanufacturing capabilities.Some of our competito

191、rs have greater financial and marketing resources andgreater manufacturing capacity than we do.Our retail business competes against a diverse group ofretailers,including,among others,other outlet stores,department stores,specialty stores,warehouse clubsand e-commerce retailers.Sales of our products

192、are affected by style,price,quality,brand reputation andgeneral fashion trends.TrademarksWe own the trademarks used by us in connection with our non-licensed product segment,as well assome of the trademarks used in our retail operations segment,and act as licensee of certain trademarksowned by third

193、 parties that are used in connection with our licensed product segment.The principal brandsthat we license are summarized under the heading“Licensing”above.We own a number of proprietarybrands that we use in connection with our business and products including,among others,Vilebrequin,Bass,G.H.Bass,W

194、ilsons,Andrew Marc,Marc New York,Eliza J,Jessica Howard.Black Rivet and G-IIISports by Carl Banks.We have registered,or applied for registration of,many of our trademarks in multiplejurisdictions for use on a variety of apparel and related other products,as well as for retail services.In markets out

195、side of the U.S.,our rights to some of our trademarks may not be clearly established.Inthe course of our attempt to expand into foreign markets,we may experience conflicts with various thirdparties who have acquired ownership rights in certain trademarks that would impede our use andregistration of

196、some of our trademarks.Such conflicts may arise from time to time as we pursueinternational expansion.Although we have not in the past suffered any material restraints or restrictions ondoing business in desirable markets or in new product categories,we cannot be sure that significantimpediments wil

197、l not arise in the future as we expand product offerings and introduce additional brands tonew markets.We regard our trademarks and other proprietary rights as valuable assets and believe that they havevalue in the marketing of our products.We vigorously protect our trademarks and other intellectual

198、property rights against infringement.EmployeesAs of January 31,2015,we had 6,641 employees,of whom 391 worked in executive or administrativecapacities,811 worked in design,merchandising and sourcing,788 worked in warehouse and distributionfacilities,171 worked in wholesale sales,and 4,480 worked in

199、our retail stores.Additionally,during our peakretail selling season from October through January,we employed approximately 1,950 additional seasonalassociates in our retail stores.We employ both union and non-union personnel and believe that ourrelations with our employees are good.We have not exper

200、ienced any interruption of any of our operationsdue to a labor disagreement with our employees.We are a party to an agreement with one labor union.As of January 31,2015,this agreement coversapproximately 450 of our full-time employees,most of whom work in our warehouses located in NewJersey,and is c

201、urrently in effect through November 15,2017.14EXECUTIVE OFFICERS OF THE REGISTRANTThe following table sets forth certain information with respect to our executive officers.NameAgePositionMorris Goldfarb.64Chairman of the Board,Chief Executive Officer,President andDirectorSammy Aaron.55Vice Chairman

202、and DirectorWayne S.Miller.57Chief Operating Officer and SecretaryNeal S.Nackman.55Chief Financial Officer and TreasurerMorris Goldfarb is our Chairman of the Board,Chief Executive Officer and President,as well as oneof our directors.Mr.Goldfarb has served as an executive officer of G-III and our pr

203、edecessors since ourformation in 1974.Mr.Goldfarb is a director of Oppenheimer Holdings Inc.and RLJ Entertainment,Inc.Sammy Aaron has been our Vice Chairman,as well as one of our directors,since we acquired theMarvin Richards business in July 2005.Mr.Aaron is the Chief Executive Officer of our Calvi

204、n Kleindivisions.Prior to joining G-III,he served as the President of Marvin Richards from 1998 until July 2005.Wayne S.Miller has been our Chief Operating Officer since December 2003 and our Secretary sinceNovember 1998.He also served as our Chief Financial Officer from April 1998 until September 2

205、005 and asour Treasurer from November 1998 until April 2006.Neal S.Nackman has been our Chief Financial Officer since September 2005 and was elected Treasurerin April 2006.Mr.Nackman served as Vice President Finance from December 2003 until April 2006.Jeffrey Goldfarb,one of our directors and our Di

206、rector of Business Development,is the son of MorrisGoldfarb.15ITEM 1A.RISK FACTORS.The following risk factors should be read carefully in connection with evaluating our business and theforward-looking statements contained in this Annual Report on Form 10-K.Any of the following riskscould materially

207、adversely affect our business,our prospects,our operating results,our financial condition,the trading prices of our securities and the actual outcome of matters as to which forward-lookingstatements are made in this report.Additional risks that we do not yet know of or that we currently thinkare imm

208、aterial may also affect our business operations.Risk Factors Relating to Our Licensed and Non-Licensed Products BusinessThe failure to maintain our license agreements could cause us to lose significant revenues and have amaterial adverse effect on our results of operations.We are dependent on sales

209、of licensed products for a substantial portion of our revenues.In fiscal 2015,net sales of licensed product accounted for 57.6%of our net sales compared to 64.1%of our net sales infiscal 2014 and 67.3%of our net sales in fiscal 2013.We are generally required to achieve specified minimum net sales,ma

210、ke specified royalty andadvertising payments and receive prior approval of the licensor as to all design and other elements of aproduct prior to production.License agreements also may restrict our ability to enter into other licenseagreements for competing products or acquire businesses that produce

211、 competing products without theconsent of the licensor.If we do not satisfy any of these requirements or receive approval with respect to arestricted transaction,a licensor usually will have the right to terminate our license.Even if a licensor doesnot terminate our license,the failure to achieve ne

212、t sales sufficient to cover our required minimum royaltypayments could have a material adverse effect on our results of operations.If a license contains a renewalprovision,there are usually minimum net sales and other conditions that must be met in order to be able torenew a license.Even if we compl

213、y with all the terms of a license agreement,we cannot be sure that we willbe able to renew an agreement when it expires even if we desire to do so.The failure to maintain or renewour license agreements could cause us to lose significant revenue and have a material adverse effect on ourresults of ope

214、rations.Our success is dependent on the strategies and reputation of our licensors.We strive to offer our products on a multiple brand,multiple channel and multiple price point basis.Asa part of this strategy,we license the names and brands of numerous recognized companies,designers andcelebrities.I

215、n entering into these license agreements,we plan our products to be targeted towards differentmarket segments based on consumer demographics,design,suggested pricing and channel of distribution.If any of our licensors decides to“reposition”its products under the brands we license from them,introduce

216、 similar products under similar brand names or otherwise change the parameters of design,pricing,distribution,target market or competitive set,we could experience a significant downturn in thatbrand s business,adversely affecting our sales and profitability.In addition,as licensed products may beper

217、sonally associated with designers or celebrities,our sales of those products could be materially andadversely affected if any of those individuals images,reputations or popularity were to be negativelyimpacted.Any adverse change in our relationship with PVH Corp.and its Calvin Klein brand would have

218、 a materialadverse effect on our results of operations.We have ten different license agreements relating to a variety of products sold under the Calvin Kleinbrand that is owned by PVH Corp.Sales of Calvin Klein product constitute a majority of our sales oflicensed products.Any change by PVH in the m

219、arketing of products sold under the Calvin Klein label orany adverse change in the consumer s perception of the Calvin Klein brand could have a material adverseeffect on our results of operations.We have three license agreements for products sold under the TommyHilfiger brand,which is also owned by

220、PVH.Any adverse change in our relationship with PVH would havea material adverse effect on our results of operations.If our customers change their buying patterns,request additional allowances,develop their own private labelbrands or enter into agreements with national brand manufacturers to sell th

221、eir products on an exclusivebasis,our sales to these customers could be materially adversely affected.Our customersbuying patterns,as well as the need to provide additional allowances to customers,could have a material adverse effect on our business,results of operations and financial condition.16Cu

222、stomersstrategic initiatives,including developing their own private labels brands,selling national brandson an exclusive basis or reducing the number of vendors they purchase from,could also impact our sales tothese customers.There is a trend among major retailers to concentrate purchasing among a n

223、arrowinggroup of vendors.To the extent that any of our key customers reduces the number of its vendors and,as aresult,reduces or eliminates purchases from us,there could be a material adverse effect on us.We have significant customer concentration,and the loss of one of our large customers could adv

224、erselyaffect our business.Our 10 largest customers,all of which are department or discount store groups,accounted forapproximately 58.4%of our net sales in fiscal 2015,61.3%of our net sales in fiscal 2014 and 63.7%of ournet sales in fiscal 2013,with the Macy s Inc.group accounting for approximately

225、18.7%of our net sales infiscal 2015.Consolidation in the retail industry could increase the concentration of our sales to our largestcustomers.We do not have long-term contracts with any customers,and sales to customers generally occuron an order-by-order basis that may be subject to cancellation or

226、 rescheduling by the customer.A decisionby our major customers to decrease the amount of merchandise purchased from us,increase the use of theirown private label brands,sell a national brand on an exclusive basis or change the manner of doing businesswith us could reduce our revenues and materially

227、adversely affect our results of operations.The loss of anyof our large customers,or the bankruptcy or serious financial difficulty of any of our large customers,could have a material adverse effect on us.If we miscalculate the market for our products,we may end up with significant excess inventories

228、 for someproducts and missed opportunities for others.We often produce products to hold in inventory in order to meet our customersdelivery requirementsand to be able to quickly fulfill reorders.If we misjudge the market for our products,we may be faced withsignificant excess inventories for some pr

229、oducts and missed opportunities for others.In addition,weak salesand resulting markdown requests from customers could have a material adverse effect on our results ofoperations.Risks Relating to Our Retail BusinessLeasing of significant amounts of real estate exposes us to possible liabilities and l

230、osses.All of the stores operated by us are leased.Accordingly,we are subject to all of the risks associatedwith leasing real estate.Store leases generally require us to pay a fixed minimum rent and a variable amountbased on a percentage of annual sales at that location.We generally cannot cancel our

231、 leases.If an existingor future store is not profitable,and we decide to close it,we may be committed to perform certainobligations under the applicable lease including,among other things,paying rent for the balance of theapplicable lease term.As each of our leases expires,if we do not have a renewa

232、l option,we may be unableto negotiate a renewal,on commercially acceptable terms or at all,which could cause us to close stores indesirable locations.In addition,we may not be able to close an unprofitable store due to an existingoperating covenant,which may cause us to operate the location at a los

233、s and prevent us from finding amore desirable location.Our retail stores are heavily dependent on the ability and desire of consumers to travel and shop.A reductionin the volume of outlet mall traffic could adversely affect our retail sales.Substantially all of our retail stores are operated as outl

234、et stores and located in larger outlet centers,which are typically located in or near vacation destinations or away from large population centers wheredepartment stores and other traditional retailers are concentrated.Economic uncertainty in the U.S.,fuelshortages,increased fuel prices,travel concer

235、ns and other circumstances,which would lead to decreasedtravel,could have a material adverse effect on sales at our outlet stores.Other factors which could affect thesuccess of our outlet stores include:the location of the outlet mall or the location of a particular store within the mall;the other t

236、enants occupying space at the outlet mall;17increased competition in areas where the outlet malls are located;a downturn in the economy generally or in a particular area where an outlet mall is located;andthe amount of advertising and promotional dollars spent on attracting consumers to the outletma

237、lls.Sales at our outlet stores are derived,in part,from the volume of traffic at the malls where our storesare located.Our outlet stores benefit from the ability of a mall s other tenants and other area attractions togenerate consumer traffic in the vicinity of our stores and the continuing populari

238、ty of outlet malls asshopping destinations.A reduction in outlet mall traffic as a result of these or other factors could materiallyadversely affect our business.The retail business is intensely competitive and increased or new competition could have a material adverseeffect on us.The retail industr

239、y is intensely competitive.We compete against a diverse group of retailers,including,among others,other outlet stores,department stores,specialty stores,warehouse clubs and e-commerceretailers.We also compete in particular markets with a number of retailers that specialize in the productsthat we sel

240、l.A number of different competitive factors could have a material adverse effect on our retailbusiness,results of operations and financial condition including:increased operational efficiencies of competitors;competitive pricing strategies,including deep discount pricing by a broad range of retailer

241、s duringperiods of poor consumer confidence or economic instability;expansion of product offerings by existing competitors;entry by new competitors into markets in which we operate retail stores;andadoption by existing competitors of innovative retail sales methods.We may not be able to continue to

242、compete successfully with our existing or new competitors,or beassured that prolonged periods of deep discount pricing by our competitors will not have a material adverseeffect on our business.Risk Factors Relating to Our Vilebrequin BusinessOperation of our Vilebrequin business involves costs and u

243、ncertainties.Vilebrequin sells its products through a network of both owned and franchised specialty retail storesand shops,as well as through select wholesale distribution.While we have operated outlet stores for severalyears,we had not previously operated a full price retail chain that includes bo

244、th owned and franchisedstores prior to the acquisition of Vilebrequin in August 2012.Our success with Vilebrequin will bedependent,in part,on our ability to protect and enhance the reputation and status of the Vilebrequin brandand maintain the distinctive design and construction of Vilebrequin s key

245、 swimwear products that utilize aspecialized fabric.As a result,Vilebrequin sources a significant majority of its product with a limitednumber of manufacturers.Any disruption in the operations of these manufacturers could create an inabilityto supply required goods to our stores or to our wholesale

246、customers in a timely fashion or without asignificant delay,as we may not be able to quickly find another manufacturer that can meet Vilebrequin sproduction requirements.Managing the Vilebrequin business requires the expenditure of a significantamount of our time and resources.Operation of an intern

247、ational retail and wholesale business could divertour management s time and resources from our core domestic business and could negatively impact ourresults of operations.18Our ability to successfully operate the Vilebrequin business and to capitalize on growth in new internationalmarkets is subject

248、 to risks associated with international operations.Our ability to successfully operate the Vilebrequin business is important in order for us to realize theintended benefits of this business.Vilebrequin s international operations may make it more difficult for us tosupervise its operations.Our abilit

249、y to capitalize on the Vilebrequin business and successfully expand intointernational markets is subject to risks associated with international operations.These include:the burdens of complying with a variety of foreign laws and regulations,including trade and laborrestrictions;compliance with U.S.a

250、nd other country laws relating to foreign operations,including the ForeignCorrupt Practices Act,which prohibits U.S.companies from making improper payments toforeign officials for the purpose of obtaining or retaining business;unexpected changes in regulatory requirements;andnew tariffs or other bar

251、riers in some international markets.We are also subject to general political and economic risks in connection with Vilebrequin sinternational operations,including:political instability and terrorist attacks;changes in diplomatic and trade relationships;andgeneral and economic fluctuations in specifi

252、c countries or markets.Changes in regulatory,geopolitical,social or economic policies and other factors may have a materialadverse effect on our Vilebrequin business in the future or may require us to exit a particular market orsignificantly modify our current business practices.Our expansion into t

253、he European market exposes us to uncertain economic conditions in the Euro zone.Demand for our products depends in part on the general economic conditions affecting the countriesin which we do business.With the addition of Vilebrequin,we have significantly expanded our presence inthe European market

254、.Recently,the economic situation in Europe has been unstable,arising from concernsthat certain European countries may default in payments due on their national debt obligations and fromrelated European financial restructuring efforts,as well as overall weak economic performance within theEuropean ma

255、rket.If such defaults were to occur,or if European financial restructuring efforts create theirown instability,current instability in the global credit markets may increase.Continued financial instabilityin Europe could adversely affect our European operations and,in turn,could have a material adver

256、se effecton us.We have foreign currency exposures relating to buying,selling and financing in currencies other than theU.S.dollar,our functional currency.We have foreign currency exposure related to foreign denominated revenues and costs,which must betranslated into U.S.dollars.Fluctuations in forei

257、gn currency exchange rates(particularly the strengtheningof the U.S.dollar relative to the Euro)may adversely affect our reported earnings and the comparability ofperiod-to-period results of operations.In addition,while certain currencies(notably the Hong Kong dollarand Chinese Renminbi)are currentl

258、y fixed or managed in value in relation to the U.S.dollar by foreigncentral banks or governmental entities,such conditions may change,thereby exposing us to various risks asa result.Certain of our foreign operations purchase products from suppliers denominated in U.S.dollars andEuros,which may expos

259、e such operations to increases in cost of goods sold(thereby lowering profitmargins)as a result of foreign currency fluctuations.Our exposures are primarily concentrated in the Euro.Changes in currency exchange rates may also affect the relative prices at which we and our foreigncompetitors purchase

260、 and sell products in the same market and the cost of certain items required in ouroperations.In addition,certain of our foreign operations have receivables or payables denominated in19currencies other than their functional currencies,which exposes such operations to foreign exchange lossesas a resu

261、lt of foreign currency fluctuations.Such fluctuations in foreign currency exchange rates could havean adverse effect on our business,results of operations and financial condition.Risk Factors Relating to the Operation of Our BusinessIf we lose the services of our key personnel,our business will be h

262、armed.Our future success depends on Morris Goldfarb,our Chairman,Chief Executive Officer andPresident,and other key personnel.The loss of the services of Mr.Goldfarb and any negative market orindustry perception arising from the loss of his services could have a material adverse effect on us and the

263、price of our shares.Our other executive officers have substantial experience and expertise in our businessand have made significant contributions to our success.The unexpected loss of services of one or more ofthese individuals could also adversely affect us.We have expanded our business through acq

264、uisitions that could result in diversion of resources,an inabilityto integrate acquired operations and extra expenses.This could disrupt our business and adversely affect ourfinancial condition.Part of our growth strategy is to pursue acquisitions.The negotiation of potential acquisitions as wellas

265、the integration of acquired businesses could divert our management s time and resources.Acquiredbusinesses may not be successfully integrated with our operations.We may not realize the intended benefitsof any acquisition,such as our acquisitions of G.H.Bass and Vilebrequin.We also might not be succe

266、ssfulin identifying or negotiating suitable acquisitions which could negatively impact our growth strategy.Acquisitions could also result in:substantial cash expenditures;potentially dilutive issuances of equity securities;the incurrence of debt and contingent liabilities;a decrease in our profit ma

267、rgins;amortization of intangibles and potential impairment of goodwill;reduction of management attention to other parts of our business;failure to generate expected financial results or reach business goals;andincreased expenditures on human resources and related costs.If acquisitions disrupt our op

268、erations,our business may suffer.We may need additional financing to continue to grow.The continued growth of our business,including as a result of acquisitions,depends on our access tosufficient funds to support our growth.Our primary source of working capital to support our growth is ourline of cr

269、edit which currently extends to August 2017.Our need for working capital has increasedsignificantly as a result of our seven acquisitions since July 2005,our addition of new licenses and theexpansion of our business.Our growth is dependent on our ability to continue to be able to extend andincrease

270、our line of credit.If we are unable to refinance our debt,we cannot be sure we will be able tosecure alternative financing on satisfactory terms or at all.The loss of the use of this credit facility or theinability to replace this facility when it expires would materially impair our ability to opera

271、te our business.Our business is highly seasonal.Our results of operations may suffer in the event that the weather isunusually warm during the peak selling season.Retail sales of apparel have traditionally been seasonal in nature.Historically,we have been dependenton our sales from July through Nove

272、mber for the substantial majority of our net sales and net income.Netsales in the months of July through November accounted for approximately 56%of our net sales in fiscal2015,57%of our net sales in fiscal 2014 and 58%of our net sales in fiscal 2013.We are highly dependent on20our results of operati

273、ons during the second half of our fiscal year.Any difficulties we may encounter duringthis period as a result of weather or disruption of manufacturing or transportation of our products willhave a magnified effect on our net sales and net income for the year.In addition,because of the largeamount of

274、 outerwear we sell at both wholesale and retail,unusually warm weather conditions during thepeak fall and winter outerwear selling season,including as a result of any change in historical climatepatterns,could have a material adverse effect on our results of operations.Our quarterly results ofoperat

275、ions for our retail business also may fluctuate based upon such factors as the timing of certainholiday seasons,the number and timing of new store openings,the acceptability of seasonal merchandiseofferings,the timing and level of markdowns,store closings and remodels,competitive factors,weather and

276、general economic conditions.The second half of the year is expected to continue to provide adisproportionate amount of our net sales and a substantial majority of our net income for the foreseeablefuture.Extreme or unseasonable weather conditions could adversely affect our business.Extreme weather e

277、vents and changes in weather patterns can influence customer trends and shoppinghabits.Extended periods of unseasonably warm temperatures during the winter season or cool weatherduring the summer season may diminish demand for our seasonal merchandise.Heavy snowfall,hurricanesor other severe weather

278、 events in the areas in which our retail stores and the retail stores of our wholesalecustomers are located may decrease customer traffic in those stores and reduce our sales and profitability.Ifsevere weather events were to force closure of or disrupt operations at the distribution centers we use f

279、orour merchandise,we could incur higher costs and experience longer lead times to distribute our products toour retail stores,wholesale customers or e-commerce customers.Ifprolonged,such extreme orunseasonable weather conditions could adversely affect our business,financial condition and results ofo

280、perations.If we are unable to successfully translate market trends into attractive product offerings,our sales andprofitability could suffer.The retail and apparel industries are subject to sudden shifts in consumer trends and consumerspending.Our ability to successfully compete depends on a number

281、of factors,including our ability toeffectively anticipate,gauge and respond to changing consumer demands and tastes across multiple productlines and tiers of distribution.We are required to translate market trends into attractive product offeringsand operate within substantial production and deliver

282、y constraints.We cannot be sure we will continue tobe successful in this regard.We need to anticipate and respond to changing trends quickly,efficiently andeffectively in order to be successful.Our failure to anticipate,identify or react appropriately to changes incustomer tastes,preferences,shoppin

283、g and spending patterns could lead to,among other things,excessinventories or a shortage or products and could have a material adverse effect on our financial conditionand results of operations.Expansion of our product offerings involves significant costs and uncertainty and could adversely affect o

284、urresults of operations.An important part of our strategy is to expand the types of products we offer.During the past fewyears,we have added licenses for new lines of women s suits,dresses,performance wear,sportswear andmen s and women s swimwear,as well as luggage and women s handbags and small lea

285、ther goods.InAugust 2012,we acquired Vilebrequin,a manufacturer of swimwear,resort wear and related accessoriesand,in November 2013,we acquired,G.H.Bass,a manufacturer of footwear.We had limited priorexperience designing,manufacturing and marketing these types of products.We intend to continue to ad

286、dadditional product lines in the future.As is typical with new products,demand and market acceptance forany new products we introduce will be subject to uncertainty.Designing,producing and marketing newproducts require substantial expenditures.We cannot be certain that our efforts and expenditures w

287、illsuccessfully generate sales or that sales that are generated will be sufficient to cover our expenditures.We are subject to the risk of inventory loss and theft.Efficient inventory management is a key component of our business success and profitability.To besuccessful,we must maintain sufficient

288、inventory levels and an appropriate product mix to meet the21demands of our wholesale and retail customers without allowing those levels to increase to such an extentthat the costs to store and hold the goods unduly impacts our financial results.If our buying decisions donot accurately predict custo

289、mer trends or purchasing actions,we may have to take unanticipatedmarkdowns to dispose of the excess inventory,which also can adversely impact our financial results.Wecontinue to focus on ways to reduce these risks,but we cannot be certain you that we will continue to besuccessful in our inventory m

290、anagement.If we are not successful in managing our inventory balances,ourcash flows from operations and net income may be negatively affected.We have experienced inventory shrinkage in the past,and we cannot be certain that incidences ofinventory loss and theft will decrease in the future or that th

291、e measures we are taking will effectively reducethe problem of inventory shrinkage.Although some level of inventory shrinkage is an unavoidable cost ofdoing business,if we were to experience higher rates of inventory shrinkage or incur increased security coststo combat inventory theft,our financial

292、condition could be affected adversely.Fluctuations in the price,availability and quality of materials used in our products could have a materialadverse effect on our cost of goods sold and our ability to meet our customers demands.Fluctuations in the price,availability and quality of raw materials u

293、sed in our products could have amaterial adverse effect on our cost of sales or our ability to meet our customersdemands.We compete withnumerous entities for supplies of materials and manufacturing capacity.Raw materials are vulnerable toadverse climate conditions,animal diseases and natural disaste

294、rs that can affect the supply and price of rawmaterials.We may not be able to pass on all or any portion of higher material prices to our customers.Future increases in raw material prices could have an adverse effect on our results of operations.Any raw material price increase or increase in costs r

295、elated to the transport of our products(primarilypetroleum costs)could increase our cost of sales and decrease our profitability unless we are able to passhigher prices on to our customers.In addition,if one or more of our competitors is able to reduce itsproduction costs by taking greater advantage

296、 of any reductions in raw material prices,favorable sourcingagreements or new manufacturing technologies(which enable manufacturers to produce goods on a morecost-effective basis)we may face pricing pressures from those competitors and may be forced to reduce ourprices or face a decline in net sales

297、,either of which could have an adverse effect on our business,results ofoperations or financial condition.Our trademark and other intellectual property rights may not be adequately protected.We believe that our trademarks and other proprietary rights are important to our success and ourcompetitive p

298、osition.We may,however,experience conflict with various third parties who acquire or claimownership rights in certain trademarks.We cannot be sure that the actions we have taken to establish andprotect our trademarks and other proprietary rights will be adequate to prevent imitation of our productsb

299、y others or to prevent others from seeking to block sales of our products as a violation of the trademarksand proprietary rights of others.In the course of our attempts to expand into foreign markets,we may experience conflicts with variousthird parties who have acquired ownership rights in certain

300、trademarks,which would impede our use andregistration of some of our trademarks.Such conflicts are common and may arise from time to time as wepursue international expansion,such as with the expansion of our Vilebrequin and G.H.Bass businesses.Inaddition,the laws of certain foreign countries may not

301、 protect proprietary rights to the same extent as thelaws of the United States.Enforcing rights to our intellectual property may be difficult and expensive,andwe may not be successful in combating counterfeit products and stopping infringement of our intellectualproperty rights,which could make it e

302、asier for competitors to capture market share.Furthermore,ourefforts to enforce our trademark and other intellectual property rights may be met with defenses,counterclaims and countersuits attacking the validity and enforceability of our trademark and otherintellectual property rights.If we are unsu

303、ccessful in protecting and enforcing our intellectual propertyrights,continued sales of such competing products by third parties could harm our brands and adverselyimpact our business,financial condition and results of operations.We are dependent upon foreign manufacturers.We do not own or operate a

304、ny manufacturing facilities.We also do not have long-term writtenagreements with any of our manufacturers.As a result,any of these manufacturers may unilaterally22terminate its relationship with us at any time.Almost all of our products are imported from independentforeign manufacturers.The failure

305、of these manufacturers to meet required quality standards could damageour relationships with our customers.In addition,the failure by these manufacturers to ship products to usin a timely manner could cause us to miss the delivery date requirements of our customers.The failure tomake timely deliveri

306、es could cause customers to cancel orders,refuse to accept delivery of products ordemand reduced prices.We are also dependent on these manufacturers for compliance with our policies and the policies of ourlicensors and customers regarding labor practices employed by factories that manufacture produc

307、t for us.Any failure by these manufacturers to comply with required labor standards or any other divergence in theirlabor or other practices from those generally considered ethical in the United States and the potentialnegative publicity relating to any of these events,could result in a violation by

308、 us of our license agreementsand harm us and our reputation.In addition,a manufacturer s failure to comply with safety or contentregulations and standards could result in substantial liability and harm to our reputation.We are subject to the risks of doing business abroad.Our arrangements with forei

309、gn manufacturers are subject to the usual risks of doing business abroad,including currency fluctuations,political or labor instability and potential import restrictions,duties andtariffs.We do not maintain insurance for the potential lost profits due to disruptions of our overseasmanufacturers.Beca

310、use our products are produced abroad,primarily in China,political or economicinstability in China or elsewhere could cause substantial disruption in the business of our foreignmanufacturers.For example,in the past,the Chinese government has reduced tax rebates to factories forthe manufacture of text

311、ile and leather garments.The rebate reduction resulted in factories seeking torecoup more of their costs from customers,resulting in higher prices for goods imported from China.Thistax rebate has been reinstated in certain instances.However,new or increased reductions in this rebatewould cause an in

312、crease in the cost of finished products from China which could materially adversely affectour financial condition and results of operations.Heightened terrorism security concerns could subject imported goods to additional,more frequent ormore thorough inspections.This could delay deliveries or incre

313、ase costs,which could adversely impact ourresults of operations.In addition,since we negotiate our purchase orders with foreign manufacturers inUnited States dollars,the decline in value of the United States dollar against local currencies wouldnegatively impact our cost in dollars of product source

314、d from these manufacturers.We are not currentlyengaged in any hedging activities to protect against currency risks.If there is downward pressure on thevalue of the dollar,our purchase prices for our products could increase.We may not be able to offset anincrease in product costs with a price increas

315、e to our customers.If we do not successfully upgrade,maintain and secure our information systems to support the needs of ourorganization,this could have an adverse impact on the operation of our business.We rely heavily on information systems to manage operations,including a full range of financial,

316、sourcing,retail and merchandising systems,and regularly make investments to upgrade,enhance or replacethese systems.The reliability and capacity of information systems is critical.Despite our preventativeefforts,our systems are vulnerable from time to time to damage or interruption from,among other

317、things,security breaches,computer viruses,power outages and other technical malfunctions.Any disruptionsaffecting our information systems,or any delays or difficulties in transitioning to new systems or inintegrating them with current systems,could have a material adverse impact on the operation of

318、ourbusiness.In addition,our ability to continue to operate our business without significant interruption in theevent of a disaster or other disruption depends in part on the ability of our information systems to operatein accordance with our disaster recovery and business continuity plans.A data sec

319、urity or privacy breach could adversely affect our business.The protection of customer,employee,and company data is critical to us.Customers have a highexpectation that we will adequately protect their personal information from cyberattack or other securitybreaches.A significant breach of customer,e

320、mployee,or company data could damage our reputation andresult in lost sales,fines,or lawsuits.Our business involves the receipt and storage of personal information23about customers and employees.The secure processing,maintenance and transmission of this informationis critical to our operations and b

321、usiness strategy.Despite our security measures,our informationtechnology and infrastructure may be vulnerable to attacks by hackers or breaches due to employee error,malfeasance or other disruptions.Any such breach or attack could compromise our networks and theinformation stored there could be acce

322、ssed,publicly disclosed,lost or stolen.Because the methods used toobtain unauthorized access change frequently and may not be immediately detected,we may be unable toanticipate these methods or promptly implement preventative measures.Any such access,disclosure orother loss of information could resu

323、lt in legal claims or proceedings,liability under laws that protect theprivacy of personal information,disrupt our operations and the services we provide to customers anddamage our reputation,which could adversely affect our business,revenues and competitive position.Our use and handling of personal

324、ly identifiable data is regulated at the international,federal and statelevels.The regulatory environment surrounding information security and privacy is increasingly demanding.Privacy and information security laws and regulations change from time to time,and compliance with themmay result in cost i

325、ncreases due to necessary systems changes and the development of new processes.If wefail to comply with these laws and regulations,we could be subjected to legal risk.We are also contractuallyobligated to comply with certain industry standards regarding payment card information.Increasing costsassoc

326、iated with information security,such as increased investment in technology,the cost of complianceand costs resulting from consumer fraud could cause our business and results of operations to suffermaterially.Risk Factors Relating to the Economy and the Apparel IndustryRecent and future economic cond

327、itions,including volatility in the financial and credit markets,mayadversely affect our business.Economic conditions have affected,and in the future may adversely affect,the apparel industry andour major customers.Economic conditions have,at times,led to a reduction in overall consumer spending,whic

328、h could have an adverse impact on sales of our products.A disruption in the ability of our significantcustomers to access liquidity could cause serious disruptions or an overall deterioration of their businesseswhich could lead to a significant reduction in their orders of our products and the inabi

329、lity or failure ontheir part to meet their payment obligations to us,any of which could have a material adverse effect on ourresults of operations and liquidity.A significant adverse change in a customer s financial and/or creditposition could also require us to sell fewer products to that customer

330、or to assume greater credit riskrelating to that customer s receivables or could limit our ability to collect receivables related to previouspurchases by that customer.As a result,our reserves for doubtful accounts and write-offs of accountsreceivable may increase.Our ability to continue to have the

331、 necessary liquidity to operate our business may be adversely impacted bya number of factors,including uncertain conditions in the credit and financial markets which could limit theavailability and increase the cost of financing.A deterioration of our results of operations and cash flowresulting fro

332、m decreases in consumer spending,could,among other things,impact our ability to comply withfinancial covenants in our existing credit facility.Our historical sources of liquidity to fund ongoing cash requirements include cash flows fromoperations,cash and cash equivalents,and borrowings through our

333、credit agreement(which includesrevolving and trade letter of credit facilities).The sufficiency and availability of credit may be adverselyaffected by a variety of factors,including,without limitation,the tightening of the credit markets,includinglending by financial institutions who are sources of credit for our borrowing and liquidity;an increase inthe cost of capital;the reduced availability of