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G III Apparel Group Ltd/DE – ‘10-K’ for 1/31/19 – ‘EX-10.10(B)’

On:  Thursday, 3/28/19, at 5:11pm ET   ·   For:  1/31/19   ·   Accession #:  1558370-19-2565   ·   File #:  0-18183

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/28/19  G III Apparel Group Ltd/DE        10-K        1/31/19   92:14M                                    Toppan Merrill Bridge/FA

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.46M 
 2: EX-10.10(B)  Material Contract                                  HTML     52K 
 3: EX-21       Subsidiaries List                                   HTML     39K 
 4: EX-23.1     Consent of Experts or Counsel                       HTML     27K 
 5: EX-31.1     Certification -- §302 - SOA'02                      HTML     32K 
 6: EX-31.2     Certification -- §302 - SOA'02                      HTML     32K 
 7: EX-32.1     Certification -- §906 - SOA'02                      HTML     28K 
 8: EX-32.2     Certification -- §906 - SOA'02                      HTML     28K 
15: R1          Document and Entity Information                     HTML     61K 
16: R2          Consolidated Balance Sheets                         HTML    121K 
17: R3          Consolidated Balance Sheets (Parentheticals)        HTML     49K 
18: R4          Consolidated Statements of Income and               HTML    100K 
                Comprehensive Income                                             
19: R5          Consolidated Statements of Stockholders' Equity     HTML     70K 
20: R6          Consolidated Statements of Cash Flows               HTML    142K 
21: R7          Significant Accounting Policies                     HTML    203K 
22: R8          Revenue Recognition                                 HTML    156K 
23: R9          Inventories                                         HTML     31K 
24: R10         Property and Equipment                              HTML     69K 
25: R11         Acquisitions and Intangibles                        HTML    146K 
26: R12         Notes Payable and Other Liabilities                 HTML    110K 
27: R13         Income Taxes                                        HTML    253K 
28: R14         Commitments and Contingencies                       HTML     71K 
29: R15         Stockholders' Equity                                HTML    213K 
30: R16         Concentration                                       HTML     33K 
31: R17         Employee Benefit Plans                              HTML     30K 
32: R18         Segments                                            HTML    244K 
33: R19         Equity Investment                                   HTML     34K 
34: R20         Related Party Transactions                          HTML     32K 
35: R21         Quarterly Financial Data (Unaudited)                HTML    126K 
36: R22         Schedule Ii - Valuation and Qualifying Accounts     HTML    161K 
37: R23         Significant Accounting Policies (Policies)          HTML    264K 
38: R24         Significant Accounting Policies (Tables)            HTML    125K 
39: R25         Revenue Recognition (Tables)                        HTML    139K 
40: R26         Property and Equipment (Tables)                     HTML     64K 
41: R27         Acquisitions and Intangibles (Tables)               HTML    145K 
42: R28         Notes Payable and Other Liabilities (Tables)        HTML     60K 
43: R29         Income Taxes (Tables)                               HTML    248K 
44: R30         Commitments and Contingencies (Tables)              HTML     62K 
45: R31         Stockholders' Equity (Tables)                       HTML    207K 
46: R32         Segments (Tables)                                   HTML    248K 
47: R33         Quarterly Financial Data (Unaudited) (Tables)       HTML    126K 
48: R34         SIGNIFICANT ACCOUNTING POLICIES - Reconciliation    HTML     61K 
                between Basic and Diluted Net Income per Share                   
                (Detail)                                                         
49: R35         SIGNIFICANT ACCOUNTING POLICIES - Textuals          HTML    136K 
                (Details)                                                        
50: R36         SIGNIFICANT ACCOUNTING POLICIES - Carrying Values   HTML     40K 
                and the Estimated Fair Values of Debt Instruments                
                (Details)                                                        
51: R37         SIGNIFICANT ACCOUNTING POLICIES - Effects of        HTML     45K 
                Recently Adopted and Issued Accounting                           
                Pronouncements (Details)                                         
52: R38         REVENUE RECOGNITION - Consolidated Statements of    HTML     61K 
                Income (Details)                                                 
53: R39         REVENUE RECOGNITION - Consolidated Comprehensive    HTML     86K 
                Income (Details)                                                 
54: R40         REVENUE RECOGNITION - Textuals (Details)            HTML     41K 
55: R41         INVENTORIES - Textuals (Details)                    HTML     31K 
56: R42         PROPERTY AND EQUIPMENT - Property and Equipment at  HTML     55K 
                Cost (Details)                                                   
57: R43         PROPERTY AND EQUIPMENT - Textuals (Details)         HTML     52K 
58: R44         INTANGIBLES - Intangible assets (Details)           HTML     67K 
59: R45         INTANGIBLES - Estimated amortization expense        HTML     38K 
                (Details)                                                        
60: R46         INTANGIBLES - Change in Goodwill (Details)          HTML     43K 
61: R47         INTANGIBLES - Textuals (Details)                    HTML     42K 
62: R48         NOTES PAYABLE AND OTHER LIABILITIES - Long-term     HTML     52K 
                debt (Details)                                                   
63: R49         NOTES PAYABLE AND OTHER LIABILITIES - Future Debt   HTML     31K 
                Maturities (Detail)                                              
64: R50         NOTES PAYABLE AND OTHER LIABILITIES - Accrued       HTML     35K 
                expenses (Details)                                               
65: R51         NOTES PAYABLE AND OTHER LIABILITIES - Textuals      HTML    133K 
                (Details)                                                        
66: R52         INCOME TAXES - Components of Income Tax Provision   HTML     65K 
                (Details)                                                        
67: R53         INCOME TAXES - Summary of Significant Components    HTML     76K 
                of Net Deferred Tax Assets (Details)                             
68: R54         INCOME TAXES - Reconciliation of Statutory Federal  HTML     59K 
                Income Tax Rate to Effective Rate Reported in                    
                Financial Statements (Details)                                   
69: R55         INCOME TAXES - Reconciliation of the beginning and  HTML     42K 
                ending amounts of gross unrecognized tax benefits                
                (Details)                                                        
70: R56         INCOME TAXES - Textuals (Details)                   HTML     62K 
71: R57         COMMITMENTS AND CONTINGENCIES - Future Minimum      HTML     46K 
                Rental Payments for Operating Leases Having                      
                Non-Cancelable Lease Periods in Excess of One Year               
                (Details)                                                        
72: R58         COMMITMENTS AND CONTINGENCIES - Future Minimum      HTML     38K 
                Royalty and Advertising Payments (Details)                       
73: R59         COMMITMENTS AND CONTINGENCIES - Textuals (Details)  HTML     46K 
74: R60         STOCKHOLDERS' EQUITY - Restricted Stock (Details)   HTML     52K 
75: R61         STOCKHOLDERS' EQUITY - Information Regarding All    HTML     56K 
                Stock Options (Details)                                          
76: R62         STOCKHOLDERS' EQUITY - Summary of Information       HTML     57K 
                about Stock Options Outstanding (Details)                        
77: R63         STOCKHOLDERS' EQUITY - Summary of Assumptions Used  HTML     38K 
                in Option-Pricing Model for Grants (Details)                     
78: R64         STOCKHOLDERS' EQUITY - Textuals (Details)           HTML     78K 
79: R65         CONCENTRATION - Textuals (Details)                  HTML     49K 
80: R66         EMPLOYEE BENEFIT PLANS - Textuals (Details)         HTML     38K 
81: R67         SEGMENTS - Information Regarding Reportable         HTML     81K 
                Segments (Details)                                               
82: R68         SEGMENTS - Information of Total Assets for          HTML     36K 
                Company's Reportable Segments (Details)                          
83: R69         SEGMENTS - Method of Overhead Allocation (Details)  HTML     47K 
84: R70         SEGMENTS - Textuals (Details)                       HTML     31K 
85: R71         EQUITY INVESTMENT - Textuals (Details)              HTML     48K 
86: R72         RELATED PARTY TRANSACTIONS - Textuals (Details)     HTML     68K 
87: R73         Quarterly Financial Data (Unaudited) (Details)      HTML     56K 
88: R74         Quarterly Financial Data (UNAUDITED) - Textuals     HTML     40K 
                (Details)                                                        
89: R75         Schedule Ii - Valuation and Qualifying Accounts     HTML     48K 
                (Details)                                                        
91: XML         IDEA XML File -- Filing Summary                      XML    160K 
90: EXCEL       IDEA Workbook of Financial Reports                  XLSX    119K 
 9: EX-101.INS  XBRL Instance -- giii-20190131                       XML   3.96M 
11: EX-101.CAL  XBRL Calculations -- giii-20190131_cal               XML    206K 
12: EX-101.DEF  XBRL Definitions -- giii-20190131_def                XML    655K 
13: EX-101.LAB  XBRL Labels -- giii-20190131_lab                     XML   1.38M 
14: EX-101.PRE  XBRL Presentations -- giii-20190131_pre              XML   1.16M 
10: EX-101.SCH  XBRL Schema -- giii-20190131                         XSD    179K 
92: ZIP         XBRL Zipped Folder -- 0001558370-19-002565-xbrl      Zip    241K 


‘EX-10.10(B)’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 C:   C: 
  giii_Ex10_10(b)  

Exhibit 10.10(b)

 

FIRST AMENDMENT TO LEASE

 

THIS FIRST AMENDMENT TO LEASE ("Amendment") is dated as of the 31st  day of July, 2012 by and between CENTERPOINT HERROD, LLC, a Delaware limited liability company ("Landlord") and G-III APPAREL GROUP LTD., a Delaware corporation ("Tenant").

 

RECITALS

 

A.           The Realty Associates Fund VI, L.P. ("Original Landlord") and Tenant entered into that certain Standard Industrial Lease dated June 29, 2006 (the "Lease") with respect to certain premises located at 308 Herrod Boulevard, South Brunswick New Jersey, as more particularly described in the Lease.

 

B.           Landlord is the successor-in-interest to Original Landlord's right, title and interest in the Lease.

 

C.           The Term of the Lease expires on January 31, 2014 and notwithstanding Tenant's election not to exercise its Option to renew the Lease, Tenant has requested, and Landlord has agreed to, an extension of the Term of the Lease for eleven (11) years and therefore, the Term of the Lease shall be extended on the terms and conditions contained herein.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1.            Recitals.  The Recitals are incorporated into this Amendment as if fully set forth in this Section 1.

 

2.            Definitions.  All terms used herein, unless otherwise specified, shall have the meaning ascribed to them in the Lease.

 

3.            Extension of Term.  The Term of the Lease for all of the Premises is hereby extended for an additional eleven (11) year period ("Extension Term") commencing on February 1, 2014 and continuing through and including January 31, 2025 ("Termination Date"). Except as modified herein, all terms and conditions of the Lease shall remain in full force and effect through the Extension Term. Commencing upon February 1, 2014, the Monthly Base Rent schedule for all of the Premises payable monthly through the new Termination Date shall be as follows:

 

 

 

 

Period

    

Monthly Base Rent

 

 

 

February 1, 2014January 31, 2015

 

$0

February 1, 2015January 31, 2018

 

$100,298.28 ($1,203,579.38/annum)

February 1, 2018January 31, 2022

 

$107,680.64 ($1,292,167.71/annum)

February 1, 2022January 31, 2025

 

$113,535.62 ($1,362,427.42/annum)

 

4.            Condition.  Tenant agrees to accept the Premises in its "as is" condition during the Extension Term and Landlord has made no representations or warranties regarding the condition of the Premises, except for Tenant's Allowance (as herein defined).

 

5.            Tenant Improvement Allowance.  Landlord agrees that Landlord shall pay to Tenant a tenant improvement allowance equal to the lesser of (i) the actual cost of Tenant Improvements (as hereinafter defined), or (ii) One Million and No/100 Dollars ($1,000,000.00) ("Tenant's Allowance") on the terms and conditions contained herein. Tenant's Allowance shall be paid to Tenant to reimburse Tenant for all of the

 

1


 

actual hard and soft costs arising out of or relating to the work platform and material handling system and equipment to be installed by Tenant in the Premises and related labor (including, but not limited to, (i) installation of sprinklers and any additional fire prevention materials or devices, (ii) installation of lighting, (iii) installation of a wireless network and related components, (iv) all fees, costs and expenses of all software to be used in conjunction with the Tenant Improvements, (v) all wireless devices to be used in conjunction with the Tenant Improvements, (vi) all fees, costs and expenses associated with designing the Tenant Improvements, (vii) all fees, costs and expenses associated with (a) application for any local, state or federal governmental permits, licenses, approvals or authorizations necessary to complete the Tenant Improvements and (b) approval, testing and/or installation relating to the Tenant Improvements) (collectively, "Tenant Improvements") and, provided Tenant complies with Section 13 of the Lease, approval for such Tenant Improvements shall not be unreasonably withheld, conditioned, or delayed. Landlord agrees that Tenant shall not be required to remove the Tenant Improvements at the expiration, or sooner termination, of the Term of the Lease. Landlord shall reimburse Tenant for Tenant Improvements, from time to time after the date hereof, within thirty (30) days after submission by Tenant to Landlord of paid invoices for Tenant Improvements and lien waivers from Tenant's general contractor. Tenant may request partial reimbursements for Tenant Improvements prior to completion of all Tenant Improvements. The aggregate amount of such reimbursements shall not exceed the total amount of Tenant's Allowance.

 

6.            Amendment.  In addition, the parties hereto agree to amend the Lease as follows: (i) Section 9 of the Addendum to the Lease, Tenant's Option to renew the Lease, shall be deemed deleted in its entirety; (ii) the second sentence of Section 27 (c) shall be deleted in its entirety and replaced with the following: "Tenant hereby represents that its North American Industry Classification System (herein "NAICS") Numbers are 424320, 424330, 424990 and 423990 as determined by reference to the NAICS Manual and its operations shall consist of the Use described in Section 1.5."; (iii) the fourth sentence of Section 27 (c) shall be deleted in its entirety and replace with the following: "If requested to do so by Landlord, but no more often than once per year, Tenant shall provide Landlord with a letter stating, to Tenant's actual knowledge, whether Tenant is designated as an industrial establishment under ISRA requiring an environmental audit approved by the New Jersey Department of Environmental Protection at the expiration or earlier termination of the Term; and (iv) the following shall be added to the end of Section 1.5: "Notwithstanding anything to the contrary herein, in addition to the Permitted Use, Tenant shall have the right to use the Premises for any lawful wholesale, retail or warehouse purpose without Landlord's consent so long as such use is in compliance with all applicable laws and does not cause Tenant to be designated as an industrial establishment under ISRA requiring an environmental audit approved by the New Jersey Department of Environmental Protection at the expiration or earlier termination of the Term."

 

7.            No Other Modification.  The Lease is only modified as set forth herein and in all other respects remains in full force and effect.

 

8.            No Default.  Tenant acknowledges that the Lease is in full force and effect and to Tenant's actual knowledge, there are no defaults thereunder or any conditions which with only the passage of time or giving of notice or both would become a default thereunder. Landlord acknowledges that to Landlord's knowledge, Tenant is not in default under any terms or conditions of the Lease and there are no conditions which with only the passage of time or giving of notice or both would become a default thereunder.

 

9.            Successors and Assigns.  This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

 

10.          Modification.  This Amendment may not be modified or amended except by written agreement executed by the parties hereto.

2


 

11.          Governing Law.  The validity, meaning and effect of this Amendment shall be determined in accordance with the laws of the State of New Jersey.

 

12.          Counterparts.  This Amendment may be executed in two counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

13.          Severability.  The parties hereto intend and believe that each provision in this Amendment comports with all applicable local, state and federal laws and judicial decisions. However, if any provision in this Amendment is found by a court of law to be in violation of any applicable ordinance, statute, law, administrative or judicial decision, or public policy, and if such court should declare such provision to be illegal, void or unenforceable as written, then such provision shall be given force to the fullest possible extent that the same is legal, valid and enforceable and the remainder of this Amendment shall be construed as if such provision was not contained therein.

 

14.          Construction.  The headings of this Amendment are for convenience only and shall not define or limit the provisions hereof. Where the context so requires, words used in singular shall include the plural and vice versa, and words of one gender shall include all other genders. In the event of a conflict between the terms and conditions of the Lease and the terms and conditions of this Amendment, the terms and conditions of this Amendment shall prevail.

 

15.          No Third Party Beneficiaries.  This Amendment shall inure to the sole benefit of the parties hereto. Nothing contained herein shall create, or be construed to create, any right in any person not a party to this Amendment.

 

16.          Legal Review.  The parties hereto acknowledge that they have been advised by legal counsel of their choice in connection with the interpretation, negotiation, drafting and effect of this Amendment and they are satisfied with such legal counsel and the advice which they have received.

 

17.        Facsimile Signatures.  The parties hereto agree that the use of facsimile or pdf signatures for the negotiation and execution of this Amendment shall be legal and binding and shall have the same full force and effect as if originally signed.

 

18.          Brokerage.  Tenant is being represented by Team Resources SBWE and Landlord is being represented by Cushman & Wakefield in connection with this Amendment and Landlord agrees to pay any and all agreed upon commissions to such brokers in connection with this Amendment.

 

[Signatures on Next Page]

3


 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date set forth above.

 

TENANT:

 

LANDLORD:

 

 

 

G-III APPAREL GROUP LTD., a Delaware corporation

 

CENTERPOINT HERROD, LLC, a Delaware limited liability company

 

 

 

 

 

 

By:

/s/ Wayne Miller

 

By: CENTERPOINT PROPERTIES TRUST, a Maryland real estate investment trust, its sole member

 

Its:

Chief Operating Officer

 

 

 

Name:

Wayne Miller

 

 

 

 

By:

/s/ Sean P. Maher

 

 

 

Its:

Sean P. Maher

 

 

 

Name:

Chief Operating Officer

 

 

 

 

 

 

 

 

By:

/s/ Michael Tortorici

 

 

 

Its:

Michael Tortorici

 

 

 

Name:

Vice President, Treasurer

 

4



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
1/31/25
2/1/22
1/31/22
Filed on:3/28/194
For Period end:1/31/19
2/1/18
1/31/1810-K
2/1/15
1/31/1510-K,  ARS
2/1/14
1/31/1410-K,  5
6/29/06
 List all Filings 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/25/24  G III Apparel Group Ltd./DE       10-K        1/31/24  104:14M                                    Toppan Merrill Bridge/FA
 3/27/23  G III Apparel Group Ltd./DE       10-K        1/31/23  106:14M                                    Toppan Merrill Bridge/FA
 3/28/22  G III Apparel Group Ltd./DE       10-K        1/31/22   99:13M                                    Toppan Merrill Bridge/FA
 3/26/21  G III Apparel Group Ltd./DE       10-K        1/31/21  107:13M                                    Toppan Merrill Bridge/FA
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Filing Submission 0001558370-19-002565   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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