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| | | Page Number |
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| | PART I | 3 |
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| Item 1. | Business | 3 |
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| Item 1A. | Risk Factors | 15 |
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| Item 1B. | Unresolved Staff Comments | 34 |
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| Item 1C. | Cybersecurity | 35 |
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| Item 2. | Properties | 36 |
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| Item 3. | Legal Proceedings | 37 |
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| Item 4. | Mine Safety Disclosures | 37 |
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| | PART II | 37 |
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| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 37 |
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| Item 6. | Reserved | 39 |
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| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operation | 39 |
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| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 53 |
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| Item 8. | Financial Statements and Supplementary Data | 54 |
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| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 54 |
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| Item 9A. | Controls and Procedures | 54 |
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| Item 9B. | Other Information | 56 |
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| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 56 |
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| | PART III | 56 |
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| Item 10. | Directors, Executive Officers and Corporate Governance | 56 |
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| Item 11. | Executive Compensation | 56 |
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| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 57 |
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| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 57 |
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| Item 14. | Principal Accounting Fees and Services | 57 |
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| | PART IV | 57 |
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| Item 15. | Exhibits and Financial Statement Schedules | 57 |
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| | Signatures | 60 |
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| | Index to Consolidated Financial Statements and Financial Statement Schedule | F-0 |
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FORWARD-LOOKING STATEMENTS
Various statements contained in this Annual Report on Form 10-K or in future filings by us with the Securities and Exchange Commission (the “SEC”), in our press releases and in oral 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 statements are based on current expectations and are indicated by words or phrases such as “anticipate,” “estimate,” “expect,” “will,” “project,” “believe,” “envision,” “forecast” and similar words or phrases and involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed in or implied by such forward-looking statements. Forward-looking statements also include representations of our expectations or beliefs concerning future events that involve risks and uncertainties, including, but not limited to, those described in “Risk Factors.”
SUMMARY OF RISKS AFFECTING OUR BUSINESS
Our business is subject to numerous risks. The following summary highlights some of the risks you should consider with respect to our business and prospects. This summary is not complete and the risks summarized below are not the only risks we face. You should review and consider carefully the risks and uncertainties described in more detail under “Risk Factors,” which includes a more complete discussion of the risks summarized below as well as a discussion of other risks related to our business and an investment in our common stock.
| ● | the failure to maintain or renew our material license agreements could cause us to lose significant revenues and have a material adverse effect on our results of operations; |
| ● | our dependence on the strategies and reputation of our licensors; |
| ● | risks associated with our wholesale operations including risks relating to the image of our proprietary brands and business practices of our customers; |
| ● | our use of social media and our collaborations with influencers; |
| ● | risks associated with customers changing buying patterns, requesting additional allowances, developing private-label brands, or entering exclusive agreements with national brand manufacturers; |
| ● | our significant customer concentration, and the risk that the loss of one of our largest customers could adversely affect our business; |
| ● | risks relating to our retail operations segment; |
| ● | dependence on existing management; |
| ● | our ability to make strategic acquisitions and investments and possible disruptions from acquisitions and the risks associated with our ability to maintain an effective internal control environment; |
| ● | seasonal nature of our business and effect of unseasonable or extreme weather on our business; |
| ● | possible adverse effects from disruptions to the worldwide supply chain; |
| ● | price, availability and quality of materials used in our products; |
| ● | the need to protect our trademarks and other intellectual property; |
| ● | risk that our partners may not generate expected sales or maintain the value of our brands; |
| ● | the impact of the current economic and credit environment on us, our customers, suppliers and vendors, including without limitation, the effects of inflationary cost pressures and higher interest rates; |
| ● | consolidation, bankruptcy or liquidation of major department, mass merchant and specialty store chains; |
| ● | effects of war, acts of terrorism, natural disasters or public health crises could adversely affect our business and results of operations, including the conflicts in Ukraine and the Middle East; |
| ● | our ability to anticipate and respond to changing customer preferences and shifts in fashion and industry trends in a timely manner; |
| ● | our dependence on foreign manufacturers and arrangements with them, exposing us to potential import restrictions, duties and tariffs; |
| ● | risks of expansion into foreign markets, conducting business internationally and exposures to foreign currencies; |
| ● | risks associated with evolving privacy laws that impose additional limits on how we collect or use customer information; |
| ● | our ability to comply with rules relating to the processing of credit card payments; |
| ● | possible adverse effects of data security or privacy breaches; |
| ● | risks related to use of artificial intelligence; |
| ● | changes in trade policies and tariffs imposed by the United States government and the governments of other nations; |
| ● | the impact on our business of the imposition of tariffs by the United States government and the escalation of trade tensions between countries; |
| ● | changes in tax legislation or exposure to additional tax liabilities that could impact our business; |
| ● | the effect of regulations applicable to us as a U.S. public company; |
| ● | fluctuations in the price of our common stock; |
| ● | potential effect on the price of our stock if actual results are worse than financial forecasts or if we are unable to provide financial forecasts; |
| ● | impairment of our trademarks or other intangibles may require us to record charges against earnings; |
| ● | our ability to pay dividends on our common stock; |
| ● | the impact our indebtedness may have on our financial condition and our ability to obtain financing in the future; and |
| ● | the operating and financial restrictions related to our ABL credit agreement that may limit our current and future operating flexibility. |
Any forward-looking statements are based largely on our expectations and judgments and are subject to a number of risks and uncertainties, many of which are unforeseeable and beyond our control. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
WEBSITE ACCESS TO REPORTS
Our website is www.g-iii.com. We make available, free of charge, on our website (under the heading “Investors”) our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. No information contained on our website is intended to be included as part of, or incorporated by reference into, this Annual Report on Form 10-K. Information relating to our corporate governance, including copies of our Code of Ethics and Conduct, Audit, Compensation and Nominating and Corporate Governance Committee Charters, and other policies and guidelines, are available at our website under “Investors.” The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of the SEC’s website is www.sec.gov.
