What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2022-06-07 compared with 2021-12-09 · 144 added, 199 removed, 181 unchanged (65% of the section changed)

3 unchanged sentences

References to fiscal years refer to the year ended or ending on January 31 of that year.

For example, our fiscal year ending January 31, 2022 is referred to as “fiscal 2022.” Vilebrequin, KLH, KLNA and Fabco report results on a calendar year basis rather than on the January 31 fiscal year basis used by G-III.

Accordingly, the results of Vilebrequin, KLH, KLNA and Fabco are, and will be, included in our financial statements for the quarter ended or ending closest to G-III’s fiscal quarter end.

For example, with respect to our results for the nine-month period ended October 31, 2021, the results of Vilebrequin, KLH, KLNA and Fabco are included for the nine-month period ended September 30, 2021.

For example, our fiscal year ending January 31, 2023 is referred to as “fiscal 2023.”

Vilebrequin, KLH, KLNA, Fabco and Sonia Rykiel report results on a calendar year basis rather than on the January 31 fiscal year basis used by G-III.

Accordingly, the results of Vilebrequin, KLH, KLNA, Fabco and Sonia Rykiel are, and will be, included in our financial statements for the quarter ended or ending closest to G-III’s fiscal quarter end.

For example, with respect to our results for the three-month period ended April 30, 2022, the results of Vilebrequin, KLH, KLNA, Fabco and Sonia Rykiel are included for the three-month period ended March 31, 2022.

We account for our investment in each of KLH and KLNA using the equity method of accounting.

Our recently acquired Sonia Rykiel subsidiary also reports results on a calendar year basis.

As this subsidiary was acquired after September 30, 2021, its results will begin being included in the Company’s results commencing with the quarter ending December 31, 2021.

As of May 31, 2022, KLH and KLNA are accounted for as consolidated wholly-owned subsidiaries of the Company.

The Company’s retail operations segment uses a 52/53-week fiscal year.

For fiscal 2022 and 2021, the three and nine-month period for the retail operations segment were each 13-week and 26-week periods, respectively, and ended on October 30, 2021 and October 31, 2020, respectively.

For fiscal 2023 and 2022, the three-month period for the retail operations segment were each 13-week periods and ended on April 30, 2022 and May 1, 2021, respectively.

Various statements contained in this Form 10-Q, in future filings by us with 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.

5 unchanged sentences

● any adverse change in our relationship with PVH and its Calvin Klein or Tommy Hilfiger brands would have a material adverse effect on our results of operations;

● risks relating to our wholesale operations including, among others, maintaining the image our proprietary brands, business practices of our customers that could adversely affect us and retail customer concentration;

● risks relating to our wholesale operations including, among others, maintaining the image of our proprietary brands, business practices of our customers that could adversely affect us and retail customer concentration;

● risks relating to our retail operations segment;

● our ability to achieve operating enhancements and cost reductions from the restructuring of our retail operations;

● our ability to achieve operating enhancements and cost reductions from our retail operations;

● dependence on existing management;

3 unchanged sentences

● seasonal nature of our business and effect of unseasonable or extreme weather on our business;

● possible adverse effect of problems with our logistics and distribution systems and with disruptions to the worldwide supply chain;

● possible adverse effects from disruptions to the worldwide supply chain;

● price, availability and quality of materials used in our products;

1 unchanged sentence

● risk that our licensees 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;

● the impact of the current economic environment on us, our customers, suppliers and vendors, including without limitation, the effects of inflationary cost pressures;

● effects of war, acts of terrorism, natural disasters or public health crises could adversely affect our business and results of operations;

20 unchanged sentences

G-III has a substantial portfolio of more than 30 licensed and proprietary brands, anchored by five global power brands:

DKNY, Donna Karan, Calvin Klein, Tommy Hilfiger and Karl Lagerfeld Paris.

DKNY, Donna Karan, Calvin Klein, Tommy Hilfiger and Karl Lagerfeld.

We are not only licensees, but also brand owners, and we distribute our products through multiple channels.

Our own proprietary brands include DKNY, Donna Karan, Vilebrequin, G.H.

Bass, Eliza J, Jessica Howard, Andrew Marc, Marc New York, Wilsons Leather and Sonia Rykiel.

We sell products under an extensive portfolio of well-known licensed brands, including Calvin Klein, Tommy Hilfiger, Karl Lagerfeld Paris, Levi’s, Guess?, Kenneth Cole, Cole Haan, Vince Camuto and Dockers.

Bass, Eliza J, Jessica Howard, Andrew Marc, Marc New York, Wilsons Leather, Sonia Rykiel and, effective as of May 31, 2022, Karl Lagerfeld.

We sell products under an extensive portfolio of well-known licensed brands, including Calvin Klein, Tommy Hilfiger, Karl Lagerfeld Paris (prior to it becoming a wholly-owned brand as of May 31, 2022), Levi’s, Guess?, Kenneth Cole, Cole Haan, Vince Camuto and Dockers.

Through our team sports business, we have licenses with the National Football League, National Basketball Association, Major League Baseball, National Hockey League and over 150 U.S.

1 unchanged sentence

We also source and sell products to major retailers under their private retail labels.

Our products are sold through a cross section of leading retailers such as Macy’s, Dillard’s, Hudson’s Bay Company, including their Saks Fifth Avenue division, Nordstrom, Kohl’s, TJX Companies, Ross Stores and Burlington.

Our products are sold through a cross section of leading retailers such as Macy’s, including its Bloomingdale’s division, Dillard’s, Hudson’s Bay Company, including their Saks Fifth Avenue division, Nordstrom, Kohl’s, TJX Companies, Ross Stores and Burlington.

We also sell our products using digital channels through retail partners such as macys.com, nordstrom.com and dillards.com, each of which has a substantial online business.

In addition, we sell to leading online retail partners such as Amazon and Fanatics.

In addition, we sell to leading online retail partners such as Amazon, Fanatics, Zalando and Zappos.

We also distribute apparel and other products directly to consumers through our own DKNY and Karl Lagerfeld Paris retail stores, as well as through our digital channels for the DKNY, Donna Karan, Karl Lagerfeld Paris, G.H.

Bass, Andrew Marc and Wilsons Leather businesses.

In fiscal 2021, we restructured our retail operations and completed the closing of our Wilsons Leather, G.H.

Bass and Calvin Klein Performance stores.

We believe this restructuring will enable us to reduce our losses in our retail operations segment and re-position our retail operations with a goal of becoming a profitable contributor to our business.

Bass, Andrew Marc, Wilsons Leather and Sonia Rykiel businesses.

We operate in fashion markets that are intensely competitive.

1 unchanged sentence

Although our portfolio of brands is aimed at diversifying our risks in this regard, misjudging shifts in consumer preferences could have a negative effect on our business.

Our success in the future will depend on our ability to design products that are accepted in the marketplace, source the manufacture of our products on a competitive basis, and continue to diversify our product portfolio and the markets we serve.

Our success in the future will depend on our ability to design

products that are accepted in the marketplace, source the manufacture of our products on a competitive basis, and continue to diversify our product portfolio and the markets we serve.

We believe that consumers prefer to buy brands they know, and we have continually sought to increase the portfolio of name brands we can offer through different tiers of retail distribution, for a wide array of products at a variety of price points.

We have increased the portfolio of brands we offer through licenses, acquisitions and joint ventures.

We focus our efforts on the sale of products under our five power brands, two of which we own and three of which we license.

We focus our efforts on the sale of products under our five power brands.

Effective May 31, 2022, we own three of our power brands (DKNY, Donna Karan and Karl Lagerfeld) and license two of our power brands (Calvin Klein and Tommy Hilfiger).

It is our objective to continue to expand our product offerings and we are continually discussing new licensing opportunities with brand owners and seeking to acquire established brands.

Recent Developments

Inter Parfums

In September 2021, we entered into a long-term global licensing agreement with Inter Parfums, Inc.

for the creation, development and distribution of fragrances and fragrance-related products under the DKNY and Donna Karan brands.

Inter Parfums, Inc.

will become the exclusive licensee effective July 1, 2022 with the initial term of the license extending through December 31, 2032.

We believe the fragrance category enables our brands to connect more broadly with global consumers.

In October 2021, we purchased European luxury fashion brand Sonia Rykiel.

Sonia Rykiel was one of the leading figures of Parisian fashion who created the iconic brand.

We plan to accelerate the relaunch of the brand in France in the fall of 2022, and then expand into Europe and other areas.

We believe this purchase further enables us to expand into the luxury space and that there is untapped potential for this brand.

Sonia Rykiel is a wholly-owned operating subsidiary that reports results on a calendar year basis rather than the January 31 fiscal year basis used by the Company.

Accordingly, the results of Sonia Rykiel will be included in our consolidated financial statements beginning in the fourth quarter of fiscal 2022 ending January 31, 2022.

Change in Accounting Principle

Effective February 1, 2021, we elected to change our method of accounting for retail inventories from the lower of cost or market as determined by the retail inventory method to the lower of cost or net realizable value using the weighted average cost method.

We believe the new method is preferable as it provides better matching of cost of goods sold with revenue, improves the precision of inventory valuation at the balance sheet dates, and more closely aligns with the valuation methods used throughout the rest of the Company.

In addition, the change in inventory valuation better aligns with the way we manage our business with a focus on the actual margin realized.

We determined that it was impractical to apply this change in accounting principle retrospectively due to a lack of available information.

As a result, we applied the change prospectively as of February 1, 2021.

The cumulative adjustment as of February 1, 2021 was a decrease in both inventories and retained earnings of $0.3 million.

The change in accounting principle did not have a material effect on our condensed consolidated financial statements as of and for the three and nine-month periods ended October 31, 2021.

On April 29, 2022, we entered into a share purchase agreement (the “Purchase Agreement”) with a group of private and public investors pursuant to which we agreed to acquire, on the terms set forth and subject to the conditions set forth in the Purchase Agreement, the remaining 81% in interests in KLH that we did not already own, for an aggregate consideration of €200 million ($214 million) in cash, subject to certain adjustments.

The acquisition closed on May 31, 2022.

We funded the purchase price from cash on hand.

The addition of the iconic Karl Lagerfeld fashion brand to the G-III portfolio advances several of our key priorities, including increasing the direct ownership of brands and their licensing opportunities and further diversifying our global presence.

This acquisition represents a significant opportunity to expand our international growth by further developing our European-based brands, which already include Vilebrequin and Sonia Rykiel.

We also believe that Karl Lagerfeld’s existing digital channel presence should enable us to enhance our omni-channel business and further accelerate our digital priorities.

The influential legacy of the Karl Lagerfeld brand embodies a creative expression that aligns with our goal to provide innovative products for our customers.

As of May 31, 2022, KLH is a consolidated wholly-owned subsidiary of ours.

Prior to May 31, 2022, we accounted for our investment in KLH using the equity method of accounting.

Once KLH becomes wholly-owned by the Company, KLNA will become an indirect wholly owned subsidiary of the Company.

We report based on two segments:

4 unchanged sentences

Our retail operations segment consists primarily of direct sales to consumers through our company-operated stores and through digital channels.

In fiscal 2021, we restructured our retail operations, including the closure of our Wilsons Leather, G.H.

Bass and Calvin Klein Performance stores.

After completion of the restructuring, our retail operations segment consists of our DKNY and Karl Lagerfeld Paris stores, as well as the digital channels for DKNY, Donna Karan, Karl Lagerfeld Paris, G.H.

Our company-operated stores consists primarily of DKNY and Karl Lagerfeld Paris stores, as well as the digital channels for DKNY, Donna Karan, Karl Lagerfeld Paris, G.H.

Bass, Andrew Marc and Wilsons Leather.

Substantially all DKNY and Karl Lagerfeld Paris stores are operated as outlet stores.

Trends Affecting Our Business

4 unchanged sentences

The COVID-19 pandemic continues to impact the global economy.

During the nine months ended October 31, 2021, consumer demand for apparel and accessories, as well as other consumer discretionary spending, increased as compared to the comparable quarters in fiscal 2021.

While businesses reopened as stay at home orders were lifted and various restrictions on the operation of retail businesses were loosened, the full economic impact of the COVID-19 pandemic remains uncertain.

During the three months ended April 30, 2022, consumer demand for apparel and accessories, as well as other consumer discretionary spending, increased as compared to the comparable quarter in fiscal 2021.

While businesses reopened as stay at home orders were lifted and various restrictions on the operation of retail businesses were loosened, the continued economic impact of the COVID-19 pandemic remains uncertain.

The spread of additional variants could result in the reimposition of restrictions on commercial and social activities that would adversely impact our business.

We have experienced significant improvements in our results of operations for fiscal 2022 as compared to fiscal 2021 which we expect to continue through the remainder of fiscal 2022.

We have experienced significant improvements in our results of operations for fiscal 2022 and the first quarter of fiscal 2023 compared to fiscal 2021 which was severly impacted by COVID-19.

However, the COVID-19 pandemic could continue to adversely impact our business operations and results of operations.

The continued impact of the COVID-19 pandemic on our business operations remains uncertain and cannot be predicted.

The extent to which COVID-19 impacts our results will depend on continued developments in the public and private responses to the pandemic and the success and efficacy of efforts in the United States and around the world to vaccinate people against COVID-19.

New information may emerge concerning the severity of the outbreak and the spread of variants, including the Delta and Omicron variants, of the COVID-19 virus in locations that are important to our business.

The extent to which COVID-19 impacts our results will depend on continued developments in the United States and around the world in the public and private responses to the pandemic.

New information may emerge concerning the severity of the outbreak and the spread of variants, including the Delta, Omicron or other variants, of the COVID-19 virus in locations that are important to our business.

Actions taken to contain COVID-19 or treat its impact may change or become more restrictive if additional waves of infections occur.

1 unchanged sentence

Significant trends that affect the apparel industry include retail chains closing unprofitable stores, an increased focus by retail chains and others on expanding digital sales and providing convenience-driven fulfillment options, the continued consolidation of retail chains and the desire on the part of retailers to consolidate vendors supplying them.

In addition, consumer shopping preferences have continued to shift from physical stores to online shopping and retail traffic remains under pressure.

We sell our products online through retail partners such as macys.com, nordstrom.com and dillards.com, each of which has a substantial online business.

As digital sales of apparel continue to increase, we are developing additional digital marketing initiatives on our web sites and through social media.

We are investing in digital personnel, marketing, logistics, planning and distribution to help us expand our online opportunities going forward.

Our digital business consists of our own web platforms at www.dkny.com, www.donnakaran.com, www.ghbass.com, www.vilebrequin.com, www.andrewmarc.com and www.wilsonsleather.com.

As sales of apparel through digital channels continue to increase, we are developing additional digital marketing initiatives on our web sites and through social media.

We are investing in digital personnel, marketing, logistics, planning, distribution and other strategic opportunities to expand our digital footprint.

Our digital business consists of our own web platforms at www.dkny.com, www.donnakaran.com, www.ghbass.com, www.vilebrequin.com, www.andrewmarc.com, www.wilsonsleather.com and www.soniarykiel.com.

We also sell Karl Lagerfeld Paris products on our website, www.karllagerfeldparis.com.

In addition, we sell to leading online retail partners such as Amazon and Fanatics and have made a minority investment in an e-commerce retailer.

A number of retailers are experiencing financial difficulties, which in some cases have resulted in bankruptcies, liquidations and/or store closings.

In addition, we sell to leading online retail partners such as Amazon, Fanatics, Zalando and Zappos and have made minority investments in two different e-commerce retailers.

A number of retailers have experienced financial difficulties, which in some cases have resulted in bankruptcies, liquidations and/or store closings.

The financial difficulties of a retail customer of ours could result in reduced business with that customer.

4 unchanged sentences

Consumers have shifted their apparel purchases based on their adjusted lifestyle needs resulting from changes to the work environment and leisure activities caused by the COVID-19 pandemic.

We revised our product offerings in response to this shift toward casual and comfortable work-from-home clothing, as well as to activewear and leisure attire.

We continue to revise our product lines to satisfy the needs of our retail customers and consumers.

There has been an increase in demand for day and occasion dresses, as well as career wear such as suit separates, as businesses reopen offices and restrictions on social gatherings are loosened.

We revised our product offerings in response to the pandemic-induced shift toward casual and comfortable work-from-home clothing, as well as to activewear and leisure attire.

We continue to revise our product lines to satisfy the changing needs of our retail customers and consumers as businesses have reopened offices and restrictions on social gatherings have been loosened.

These changes have resulted in an increase in demand for day and occasion dresses, as well as career wear such as suit separates.

We are working diligently to satisfy this demand from our retail partners and consumers.

We have attempted to respond to general trends in our industry by continuing to focus on selling products with recognized brand equity, by attention to design, quality and value and by improving our sourcing capabilities.

We have also responded with the strategic acquisitions made by us and new license agreements entered into by us that added to our portfolio of licensed and proprietary brands and helped diversify our business by adding new product lines and expanding distribution channels.

We have also responded with the strategic acquisitions made by us and new license agreements entered into by us that added to our portfolio of

licensed and proprietary brands and helped diversify our business by adding new product lines and expanding distribution channels.

We believe that our broad distribution capabilities help us to respond to the various shifts by consumers between distribution channels and that our operational capabilities will enable us to continue to be a vendor of choice for our retail partners.

Inflationary pressures have impacted our industry.

During the current fiscal year, we have experienced inflationary pressures, most significantly related to our freight costs as discussed below under “Supply Chain” .

We expect inflationary pressures to continue to impact our business beyond fiscal 2022.

Beginning in fiscal 2022 and continuing in the current fiscal year, we have experienced inflationary pressures, most significantly related to our freight costs as discussed below under “Supply Chain” .

We expect inflationary pressures to continue to impact our business throughout fiscal 2023.

We have implemented selected price increases on our products.

We believe we can continue to do so in an effort to mitigate higher costs.

The impact of price increases on consumer demand and on our business and results of operations is uncertain.

We expect to continue to implement selected price increases in an effort to mitigate the effect of higher costs, although, the impact of price increases on consumer demand and on our business and results of operations is uncertain.

The effects of the COVID-19 pandemic on the shipping industry have negatively impacted our ability to ensure that we are able to import our product in a manner that allows for timely delivery to our customers.

2 unchanged sentences

Truck driver shortages, shortages of truck equipment such as the chassis that the containers are transported on, and the inability of ports to provide reliable pick uptimes, have also negatively impacted our ability to timely receive goods.

Contractual shipping rates have increased as a result of demand exceeding supply.

The increased cost is primarily due to purchasing needed container space on the secondary market at higher spot rates.

Terminals are also now imposing additional fees on importers not picking up containers on time, yet due to equipment and labor shortages this is often beyond the control of importers.

Contractual shipping rates have increased as a result of increased demand for container space and the logistical delays experienced by the shipping industry.

Our costs have increased as a result of higher contractual shipping rates and the need to purchase additional container space on the secondary market at higher spot rates.

Terminals are also now imposing additional fees on importers not picking up containers on time, even when equipment and labor shortages negatively affect the ability of importers to pick up in a timely manner.

If we are unable to secure container space on a vessel due to limited availability, we may experience delays in shipping product from our overseas suppliers to our customers.

2 unchanged sentences

We have increased prices on certain of our products to partially offset higher freight and other costs.

We believe that the strength of our portfolio of global power brands will allow us to continue to raise prices in an effort to mitigate the effect of increased transportation and other costs.

These supply chain challenges continued during our third fiscal quarter and, as a result, the receipt of a significant amount of goods ordered has been delayed until our fourth fiscal quarter.

Although the risks of customer cancellations of orders exist, we have not as yet experienced order cancellations as a result of these delays due to the strong demand from our customers for our products.

We anticipate that the current supply chain challenges will continue to cause our freight costs to be higher than normal and continue to cause delays in receipt of goods, at least through the first half of fiscal 2023.

We believe that the strength of our portfolio of global power brands will allow us to selectively raise prices in an effort to mitigate the effect of increased transportation and other costs.

We have recently executed new contracts with two of our long-term steamship carrier partners and are continuing to pursue new carrier relationships for additional capacity.

We expect that our existing carriers will manage the demand in a more efficient manner in fiscal 2023 and, as a result, our reliance on the secondary market will be reduced.

We are actively managing shipments based on delivery dates to better utilize contracted cargo space and attempt to reduce our reliance on the secondary market.

We have also accelerated production schedules to allow for longer lead times in anticipation of the aforementioned delays.

War in Ukraine

The current war in Ukraine and the continued threat of terrorism, heightened security measures and military action in response to acts of terrorism or civil unrest has, at times, disrupted commerce and intensified concerns regarding the United States and world economies.

Less than 1% of our revenue in fiscal 2022 was generated in Russia and Ukraine.

As such, we do not expect that the war in Ukraine will have a direct material negative impact on our results of operations in fiscal 2023.

However, the war has also led to, and may lead to further, broader unfavorable macroeconomic implications, including unfavorable foreign exchange rates, increases in fuel prices, food shortages and volatility in financial markets.

These implications of the war in Ukraine could have a material adverse effect on our business and our results of operations.

Results of Operations

Three months ended October 31, 2021 compared to three months ended October 31, 2020

Net sales for the three months ended October 31, 2021 increased to $1.02 billion from $826.6 million in the same period last year.

Three months ended April 30, 2022 compared to three months ended April 30, 2021

Net sales for the three months ended April 30, 2022 increased to $688.8 million from $519.9 million in the same period last year.

Net sales of our segments are reported before intercompany eliminations.

Net sales of our wholesale operations segment increased to $1.01 billion for the three months ended October 31, 2021 from $783.0 million in the comparable period last year.

This increase is primarily the result of a $53.1 million increase in net sales of our DKNY and Donna Karan products, a $45.2 million increase in net sales of Tommy Hilfiger licensed products, a $37.9 million increase in net sales of Calvin Klein licensed products and a $24.7 million increase in net sales of Karl Lagerfeld Paris licensed products.

In the prior year period, we experienced a significant decrease in net sales across substantially all of our brands primarily due to the effects of restrictions that began in March 2020 on business and personal activities imposed by governments in connection with the COVID-19 pandemic.

As a result, most of our retail partners closed their stores in North America, beginning in mid-March, 2020.

Most of our retail partners began to reopen a majority of their stores in North America beginning in June 2020.

However, a majority of these stores continued to operate under government mandated restrictions.

The governmental restrictions imposed in connection with the COVID-19 pandemic resulted in significant increases in unemployment, a reduction in business activity and a reduction in consumer spending on apparel and accessories, all of which contributed to the reduction of our net sales which occurred during the majority of fiscal 2021.

During the three months ended October 31, 2021, substantially all stores operated by our retail partners were open and governmental restrictions were eased in most regions of the United States due to the reduction of the severity of the COVID-19 pandemic.

The lessening of COVID-19 restrictions has resulted in an increase in business activity which has contributed to an increase in consumer spending on apparel and accessories.

Governmental restrictions could be reimposed as a result of the spread of additional variants of COVID-19.

Net sales of our retail operations segment decreased to $26.2 million for the three months ended October 31, 2021 from $58.0 million in the same period last year.

This decrease is primarily due to the significant reduction in our store count as a result of the restructuring of our retail operations segment that resulted in the closure of our Wilsons, G.H.

Bass and Calvin Klein Performance stores during fiscal 2021.

The number of retail stores operated by us decreased from 202 at October 31, 2020 to 56 at October 31, 2021.

Wilsons and G.H.

Bass stores, which were closed by the end of fiscal 2021, contributed $38.2 million of net sales in the three months ended October 31, 2020.

Net sales from the remainder of our retail operations segment, which consists of our DKNY and Karl Lagerfeld Paris stores, as well as the digital channels for DKNY, Donna Karan, Karl Lagerfeld Paris, G.H.

Bass, Andrew Marc and Wilsons Leather, increased by $6.4 million during the three months ended October 31, 2021 compared to the same period last year.

Gross profit was $347.5 million, or 34.2% of net sales, for the three months ended October 31, 2021, compared to $297.8 million, or 36.0% of net sales, in the same period last year.

The gross profit percentage in our wholesale operations segment was 33.0% in the three months ended October 31, 2021 compared to 35.5% in the same period last year.

In the prior year, the gross profit percentage in our wholesale operations segment was positively impacted by the reversal of previously anticipated markdown accruals that were no longer necessary due to the reduction in sales to our retail customers.

The gross profit percentage in our retail operations segment was 49.8% for the three months ended October 31, 2021 compared to 33.9% for the same period last year.

The gross profit percentage in our retail operations segment was negatively impacted last year by the reduction of our net sales caused by COVID-19 related closures of our retail stores, increased promotional activity to compensate for the decreased demand resulting from the COVID-19 pandemic and the restructuring of our retail operations segment which resulted in the liquidation of inventory.

Our wholesale and retail operating segments had gross profit percentages of 33.2% and 49.3%, respectively, for the three months ended October 31, 2019.

Both operating segments experienced slightly decreased gross profit percentages compared to the pre-pandemic quarter ended October 31, 2019 as increased freight costs more than offset a reduction in promotional activity and strategic price increases in the current period.

Selling, general and administrative expenses increased to $182.4 million in the three months ended October 31, 2021 from $177.6 million in the same period last year.

The increase in expenses was primarily due to a $9.1 million increase in contractual advertising and a $2.8 million increase in third-party warehouse expenses, both related to increased sales.

The increase in expenses was also due to an increase of $7.0 million in compensation expense, primarily from bonus accruals relating to operating results which were reduced in the prior year period as a result of the effect of the COVID-19 pandemic on our operating results.

These increases were partially offset by a $9.2 million decrease in facility expenses, a $4.2 million decrease in bad debt expense and a $0.9 million decrease in professional fees.

Depreciation and amortization was $7.0 million for the three months ended October 31, 2021 compared to $10.2 million in the same period last year.

Net sales of our wholesale operations segment increased to $680.9 million for the three months ended April 30, 2022 from $511.5 million in the comparable period last year.

This increase is primarily the result of a $67.0 million increase in net sales of Calvin Klein licensed products, a $27.9 million increase in net sales of our DKNY and Donna Karan products, a $20.9 million increase in net sales of Karl Lagerfeld Paris licensed products and a $14.8 million increase in net sales of Tommy Hilfiger licensed products.

The increase in sales of Calvin Klein products was primarily related to dresses, women’s suits, handbags and jeanswear.

The increase in sales of DKNY/Donna Karan products was primarily related to dresses, handbags and swimwear.

The increase in sales of Karl Lagerfeld Paris products was primarily related to handbags, men’s outerwear and sportswear.

The increase in sales of Tommy Hilfiger products was primarily related to jeanswear and dresses.

Net sales of our retail operations segment increased to $27.9 million for the three months ended April 30, 2022 from $19.4 million in the same period last year.

This increase is primarily due to an increase in our store count in the current year.

The number of retail stores operarted by us increased from 50 at April 30, 2021 to 60 at April 30, 2022.

In addition, the continued recovery from the COVID-19 pandemic resulted in increased store traffic and comparable store sales during the three months ended April 30, 2022 compared to the same period last year.

Gross profit was $246.0 million, or 35.7% of net sales, for the three months ended April 30, 2022, compared to $195.5 million, or 37.6% of net sales, in the same period last year.

The gross profit percentage in our wholesale operations segment was 34.1% in the three months ended April 30, 2022 compared to 36.3% in the same period last year.

The gross profit percentage in the current year period was negatively impacted by inflationary pressure on product costs and increased freight costs, partially offset by benefits from less promotional activity and the implementation of price increases by us.

The gross profit percentage in our retail operations segment was 49.9% for the three months ended April 30, 2022 compared to 50.3% for the same period last year.

Selling, general and administrative expenses increased to $185.4 million in the three months ended April 30, 2022 from $141.6 million in the same period last year.

The increase in expenses was primarily due to an increase of $15.5 million in compensation expense, primarily from increased salary and bonus expense.

The increase in expenses was also due to a $7.9 million increase in contractual advertising, a $4.2 million increase in facility expenses and a $2.9 million increase in third-party warehouse expenses related to increased sales.

In addition, professional fees increased $3.2 million primarily due to expenses associated with the acquisition of the Karl Lagerfeld business.

Depreciation and amortization was $6.1 million for the three months ended April 30, 2022 compared to $7.0 million in the same period last year.

This decrease primarily relates to a reduction in capital expenditures during the COVID-19 pandemic.

In addition, the prior year period also experienced higher deprecation and amortization due to write-offs taken in connection with the reduction of retail store count from 202 at October 31, 2020 to 56 at October 31, 2021 and store asset disposals as a result of the retail restructuring.

Other income was $0.9 million in the three months ended October 31, 2021 compared to $0.2 million for the same period last year.

The increase is primarily due to other income of $1.2 million resulting from the change in fair value of certain equity investments during the three months ended October 31, 2021.

We also recorded $1.1 million of foreign currency losses during the three months ended October 31, 2021 compared to foreign currency losses of $0.3 million during the same period last year.

In addition, we recorded other income of $0.2 million from non-refundable European government-backed grants received by Vilebrequin for COVID-19 relief.

We recorded $0.5 million in income from unconsolidated affiliates during the each of the three months ended October 31, 2021 and 2020.

Interest and financing charges, net, for the three months ended October 31, 2021 were $12.4 million compared to $18.7 million for the same period last year.

Income tax expense was $40.2 million for the three months ended October 31, 2021 compared to $28.4 million for the same period last year.

Other loss was $2.7 million in the three months ended April 30, 2022 compared to other income of $1.8 million for the same period last year.

The change is primarily due to $3.4 million of foreign currency losses during the three months ended April 30, 2022 compared to foreign currency losses of $0.2 million during the same period last year.

Foreign currency losses during the three months ended April 30, 2022 include $1.9 million of foreign currency losses related to the acquisition of the Karl Lagerfeld business and $1.3 million of foreign currency losses resulting from the strengthening of the U.S.

Dollar against foreign currencies.

We recorded other income of $1.2 million from non-refundable European government-backed grants received by Vilebrequin for COVID-19 relief compared to other income of $1.5 million from these government-backed grants in the same period last year.

In addition, we recorded $0.7 million in income from unconsolidated affiliates during the three months ended April 30, 2022 compared to $0.5 million in income from unconsolidated affiliates in the same period last year.

Interest and financing charges, net, for the three months ended April 30, 2022 were $12.2 million compared to $12.0 million for the same period last year.

Income tax expense was $9.0 million for the three months ended April 30, 2022 compared to $10.3 million for the same period last year.

Our effective tax rate decreased to 22.7% in the current year’s quarter from 28.0% in last year’s comparable quarter.

The tax rate in last year’s quarter was impacted by a change in the methodology used to calculate our provision for income taxes.

Historically, we calculated our provision for income taxes during interim reporting periods by applying the estimated annual effective tax rate for the full fiscal year to pre-tax income or loss, excluding discrete items, for the reporting period.

Due to the uncertainty related to the impact of the COVID-19 pandemic on our operations, we used a discrete effective tax rate method to calculate taxes in the first and second quarters of fiscal 2021.

During the third quarter of fiscal 2021, we returned to the historical practice of using an annual effective tax rate based on full fiscal year income.

Nine months ended October 31, 2021 compared to nine months ended October 31, 2020

Net sales for the nine months ended October 31, 2021 increased to $2.02 billion from $1.53 billion in the same period last year.

Net sales of our segments are reported before intercompany eliminations.

Net sales of our wholesale operations segment increased to $1.99 billion for the nine months ended October 31, 2021 from $1.43 billion in the comparable period last year.

This increase is primarily the result of a $147.7 million increase in net sales of Calvin Klein licensed products, a $139.6 million increase in net sales of our DKNY and Donna Karan products, a $88.3 million increase in net sales of Tommy Hilfiger licensed products and a $50.9 million increase in net sales of Karl Lagerfeld Paris licensed products.

As a result, most of our retail partners closed their stores in North America, beginning in mid-March 2020.

Most of our retail partners began to reopen a majority of their stores in North America beginning in June 2020 with a majority of these stores operating under government mandated limitations.

During the nine months ended October 31, 2021, substantially all stores operated by our retail partners were open

and governmental restrictions were eased in most regions of the United States due to the reduction of the severity of the COVID-19 pandemic.

The lessening of COVID-19 restrictions has resulted in an increase in business activity which has contributed to an increase in consumer spending on apparel and accessories.

Governmental restrictions could be reimposed as a result of the spread of additional variants of COVID-19.

Net sales of our retail operations segment decreased to $72.9 million for the nine months ended October 31, 2021 from $126.4 million in the same period last year.

This decrease is primarily due to the significant reduction in our store count as a result of the restructuring of our retail operations segment that resulted in the closure of our Wilsons, G.H.

Bass and Calvin Klein Performance stores during fiscal 2021.

The number of retail stores operated by us decreased from 202 at October 31, 2020 to 56 at October 31, 2021.

Wilsons and G.H.

Bass stores, which were closed by the end of fiscal 2021, contributed $77.1 million of net sales in the nine months ended October 31, 2020.

Net sales from the remainder of our retail operations segment increased by $23.6 million during the nine months ended October 31, 2021 compared to the same period last year.

Gross profit was $735.9 million, or 36.5% of net sales, for the nine months ended October 31, 2021, compared to $556.8 million, or 36.4% of net sales, in the same period last year.

The gross profit percentage in our wholesale operations segment was 35.1% in the nine months ended October 31, 2021 compared to 36.0% in the same period last year.

The gross profit in the prior year period was positively impacted by the reversal of previously anticipated markdown accruals that were no longer necessary due to the reduction in sales to our retail customers.

The gross profit in the current year period benefitted from less promotional activity and strategic price increases, partially offset by increased freight costs.

The gross profit percentage in our retail operations segment was 50.7% for the nine months ended October 31, 2021 compared to 34.0% for the same period last year.

The gross profit percentage in our retail operations segment was negatively impacted last year by the reduction of our net sales caused by COVID-19 related closures of our retail stores, increased promotional activity due to the COVID-19 pandemic and the restructuring of our retail operations segment which resulted in the liquidation of inventory.

Our wholesale and retail operating segments had gross profit percentages of 33.5% and 47.1%, respectively, for the nine months ended October 31, 2019.

Both operating segments experienced increased gross profit percentages compared to the pre-pandemic period ended October 31, 2019 due to less promotional activity and strategic price increases in the current period, partially offset by increased freight costs.

Selling, general and administrative expenses increased to $470.8 million in the nine months ended October 31, 2021 from $454.3 million in the same period last year.

The increase in expenses was primarily due to an increase of $43.9 million in compensation expense, primarily from bonus accruals.

As a result of the adverse effect of the COVID-19 pandemic on our operating results, the prior year’s period had a reduced bonus accrual.

The increase in expenses was also due to a $20.5 million increase in contractual advertising and a $10.4 million increase in third-party warehouse expenses related to increased sales.

These increases were partially offset by a $38.7 million decrease in facility expenses and a $4.8 million decrease in professional fees primarily related to the retail restructuring that occurred in the prior year period.

In addition, there was a $14.5 million decrease in bad debt expense primarily related to allowances recorded against the outstanding receivables of certain department store customers in the prior year period.

Depreciation and amortization was $21.2 million for the nine months ended October 31, 2021 compared to $29.7 million in the same period last year.

This decrease primarily relates to a reduction in capital expenditures during the COVID-19 pandemic.

In addition, the prior year period also experienced higher depreciation and amortization due to write-offs taken in connection with the reduction of the retail store count from 202 at October 31, 2020 to 56 at October 31, 2021 and store asset disposals as a result of the retail restructuring.

Other income was $4.7 million in the nine months ended October 31, 2021 compared to $0.1 million for the same period last year.

This change is primarily due to other income of $2.4 million from non-refundable European government-backed grants received by Vilebrequin for COVID-19 relief as well as other income of $1.2 million from the change in fair value of certain equity investments during the nine months ended October 31, 2021 and $2.8 million in income from unconsolidated affiliates during the nine months ended October 31, 2021 compared to $0.3 million in income from unconsolidated affiliates in the same period last year.

Other income was offset in part by our recording of $1.6 million of foreign currency losses during the nine months ended October 31, 2021 compared to foreign currency losses of $0.2 million during the nine months ended October 31, 2020.

Interest and financing charges, net, for the nine months ended October 31, 2021 were $36.9 million compared to $38.2 million for the same period last year.

The decrease is primarily due to a $6.5 million charge to interest expense in the prior year period as a result of extinguishing debt issuance costs upon the repayment of our term loan facility and amendment of our revolving credit facility, partially offset by the senior secured notes outstanding in the current period having a higher principal balance and interest rate than the term loan that was outstanding in the majority of the prior year period.

Income tax expense was $59.7 million for the nine months ended October 31, 2021 compared to $8.4 million for the same period last year.

Our effective tax rate decreased to 28.2% in the current year’s period from 48.4% in last year’s comparable period due to the impact of tax adjustments in the prior period related to executive compensation, foreign tax expense and disallowed state tax benefits on losses incurred.

These adjustments had a greater impact on the lower amount of pre-tax income in the prior period.

Our effective tax rate for the nine months ended October 31, 2020 also includes an income tax charge of $1.4 million in connection with the vesting of equity awards.

This decrease is primarily due to an increase in forecasted foreign pre-tax income, which is taxed at a lower rate compared to the tax rates associated with income based in the United States.

The decrease also included a $1.3 million discrete tax benefit related to a foreign tax credit carryback refund which was recorded in the first quarter of fiscal 2023.

Liquidity and Capital Resources

2 unchanged sentences

The cash requirements of our business are primarily related to the seasonal buildup in inventories, compensation paid to employees, payments to vendors in the normal course of business, capital expenditures, interest payments on debt obligations and income tax payments.

As of October 31, 2021, we had cash and cash equivalents of $279.6 million and availability under our revolving credit facility of approximately $626 million.

As of October 31, 2021, we were in compliance with all covenants under our debt agreements.

We have also used cash to make minority investments in private companies and will use cash this year to acquire the remaining portion of the Karl Lagerfeld business.

As of April 30, 2022, we had cash and cash equivalents of $438.4 million and availability under our revolving credit facility of approximately $560 million.

Subsequent to April 30, 2022, we used approximately $214 million of cash to acquire the Karl Lagerfeld business.

As of April 30, 2022, we were in compliance with all covenants under our debt agreements.

Senior Secured Notes

3 unchanged sentences

The net proceeds of the Notes have been used (i) to repay the $300 million that was outstanding under our prior term loan facility due 2022 (the “Term Loan”), (ii) to pay related fees and expenses and (iii) for general corporate purposes.

The Notes bear interest at a rate of 7.875% per year payable semi-annually in arrears on February 15 and August 15 of each year, commencing on February 15, 2021.

The Notes bear interest at a rate of 7.875% per year payable semi-annually in arrears on February 15 and August 15 of each year.

The Notes are unconditionally guaranteed on a senior-priority secured basis by our current and future wholly-owned domestic subsidiaries that guarantee any of our credit facilities, including our ABL facility (the “ABL Facility”) pursuant to the ABL Credit Agreement, or certain future capital markets indebtedness of ours or the guarantors.

5 unchanged sentences

At any time prior to August 15, 2022, we may redeem some or all of the Notes at a price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date plus a “make-whole” premium, as described in the Indenture.

On or after August 15, 2022, we may redeem some or all of the Notes at any time and from time to time at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.

On or after August 15, 2022, we may redeem some or all of the Notes at any time and from time to time at the redemption prices set forth in the Indenture, plus accrued and unpaid

interest, if any, to, but excluding, the applicable redemption date.

In addition, at any time prior to August 15, 2022, we may redeem up to 40% of the aggregate principal amount of the Notes with the proceeds of certain equity offerings at the redemption price set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.

3 unchanged sentences

The Indenture provides for customary events of default which include (subject in certain cases to customary grace and cure periods), among others, nonpayment of principal or interest, breach of other agreements in the Indenture, failure to pay certain other indebtedness, failure of certain guarantees to be enforceable, failure to perfect certain collateral securing the Notes, failure to pay certain final judgments, and certain events of bankruptcy or insolvency.

We incurred debt issuance costs totaling $8.5 million related to the Notes that will be amortized over the term of the Notes.

We incurred debt issuance costs totaling $8.5 million related to the Notes.

In accordance with ASC 835, the debt issuance costs have been deferred and are presented as a contra-liability, offsetting the outstanding balance of the Notes, and are amortized over the remaining life of the Notes.

9 unchanged sentences

The ABL Credit Agreement refinanced, amended and restated the Amended Credit Agreement, dated as of December 1, 2016 (as amended, supplemented or otherwise modified from time to time prior to August 7, 2020, the “Prior Credit Agreement”), by and among the Borrowers and the Loan Guarantors (each as defined therein) party thereto, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., in its capacity as the administrative agent thereunder.

The Prior Credit Agreement provided for borrowings of up to $650 million and was due to expire in December 2021.

The ABL Credit Agreement extended the maturity date to August 2025, subject to a springing maturity date if, subject to certain conditions, the LVMH Note is not refinanced or repaid prior to the date that is 91 days prior to the date of any relevant payment thereunder.

The Prior Credit Agreement provided for borrowings of up to $650 million.

The ABL Credit Agreement extended the maturity date of this facility from December 2021 to August 2025, subject to a springing maturity date if, subject to certain conditions, the LVMH Note is not refinanced or repaid prior to the date that is 91 days prior to the date of any relevant payment thereunder.

Amounts available under the ABL Credit Agreement are subject to borrowing base formulas and overadvances as specified in the ABL Credit Agreement.

Borrowings bear interest, at the Borrowers’ option, at LIBOR plus a margin of 1.75% to 2.25% or an alternate base rate margin of 0.75% to 1.25% (defined as the greatest of (i) the “prime rate” of JPMorgan

Chase Bank, N.A.

from time to time, (ii) the federal funds rate plus 0.5% and (iii) the LIBOR rate for a borrowing with an interest period of one month) plus 1.00%, with the applicable margin determined based on Borrowers’ availability under the ABL Credit Agreement.

The ABL Credit Agreement is secured by specified assets of the Borrowers and the Guarantors.

In addition to paying interest on any outstanding borrowings under the ABL Credit Agreement, we are required to pay a commitment fee to the lenders under the credit agreement with respect to the unutilized commitments.

In addition to paying interest on any outstanding borrowings under the ABL Credit Agreement, we are required

to pay a commitment fee to the lenders under the credit agreement with respect to the unutilized commitments.

The commitment fee accrues at a tiered rate equal to 0.50% per annum on the average daily amount of the available commitments when the average usage is less than 50% of the total available commitments and decreases to 0.35% per annum on the average daily amount of the available commitments when the average usage is greater than or equal to 50% of the total available commitments.

The revolving credit facility contains covenants that, among other things, restrict our ability, subject to specified exceptions, to incur additional debt;

The revolving credit facility contains covenants that, among other things, restrict our ability to, subject to specified exceptions, incur additional debt;

sell or dispose of certain assets;

5 unchanged sentences

In certain circumstances, the revolving credit facility also requires us to maintain a fixed charge coverage ratio, as defined in the agreement, not less than 1.00 to 1.00 for each period of twelve consecutive fiscal months of the Company.

As of October 31, 2021, the Company was in compliance with these covenants.

As of October 31, 2021, we had no borrowings outstanding under the ABL Credit Agreement.

As ofApril 30, 2022, the Company was in compliance with these covenants.

As of April 30, 2022, we had no borrowings outstanding under the ABL Credit Agreement.

The ABL Credit Agreement also includes amounts available for letters of credit.

As of October 31, 2021, there were outstanding trade and standby letters of credit amounting to $13.1 million and $4.0 million, respectively.

As of April 30, 2022, there were outstanding trade and standby letters of credit amounting to $18.8 million and $3.4 million, respectively.

At the date of the refinancing of the Prior Credit Agreement, we had $3.3 million of unamortized debt issuance costs remaining from the Prior Credit Agreement.

2 unchanged sentences

As permitted under ASC 835, the debt issuance costs have been deferred and are presented as an asset which is amortized ratably over the term of the ABL Credit Agreement.

Reference Rate Reform

The interest rate of our revolving credit facility is indexed to LIBOR.

LIBOR quotations could cease as of December 31, 2022.

We have discussed alternatives to LIBOR with the administrative agent to our revolving credit facility and we expect that if LIBOR can no longer be used as the indexed interest rate, we will be able to use a viable alternative such as SOFR.

We do not expect a material change to our interest expense or results of operations if LIBOR is no longer available.

We issued to LVMH, as a portion of the consideration for the acquisition of DKI, a junior lien secured promissory note in favor of LVMH in the principal amount of $125 million (the “LVMH Note”) that bears interest at the rate of 2% per year.

5 unchanged sentences

During fiscal 2020 and fiscal 2021, T.R.B International SA (“TRB”), a subsidiary of Vilebrequin, borrowed funds under several unsecured loans.

A portion of the unsecured loans were to provide funding for operations in the normal course of business, while other unsecured loans were various European state backed loans as part of COVID-19 relief programs.

In the aggregate, TRB is currently required to make quarterly installment payments of €0.2 million.

A portion of the unsecured loans was to provide funding for operations in the normal course of business, while other unsecured loans were various European state backed loans as part of COVID-19 relief programs.

Additionally, Sonia Rykiel borrowed funds under European state backed loans that were part of COVID-19 relief

In the aggregate, the Company is currently required to make quarterly installment payments of €0.2 million.

Interest on the outstanding principal amount of the unsecured loans accrues at a fixed rate equal to 0% to 2.0% per annum, payable on either a quarterly or monthly basis.

As of October 31, 2021, TRB had an aggregate outstanding balance of €7.3 million ($8.4 million) under these unsecured loans.

As of April 30, 2022, the Company had an aggregate outstanding balance of €7.1 million ($7.8 million) under these unsecured loans.

Overdraft Facilities

4 unchanged sentences

As part of a COVID-19 relief program, TRB and its subsidiaries have also entered into several state backed overdraft facilities with UBS Bank in Switzerland for an aggregate of CHF 4.7 million at varying interest rates of 0% to 0.5%.

As of October 31, 2021, TRB had an aggregate €2.5 million ($2.8 million) drawn under these facilities.

As of April 30, 2022, TRB had an aggregate €2.8 million ($3.1 million) drawn under these facilities.

Outstanding Borrowings

2 unchanged sentences

The primary sources to meet our operating cash requirements have been borrowings under this credit facility and cash generated from operations.

We had no borrowings outstanding under our revolving credit facility at October 31, 2021 and October 31, 2020.

We had $400 million in borrowings outstanding under the Notes at October 31, 2021 and October 31, 2020.

Our contingent liability under open letters of credit was approximately $17.1 million and $9.7 million at October 31, 2021 and 2020, respectively.

In addition to the amounts outstanding under these two loan agreements, at October 31, 2021 and 2020, we had $125 million of face value principal amount outstanding under the LVMH Note.

As of October 31, 2021 and 2020, we had an aggregate of €7.3 million ($8.4 million) and €6.2 million ($7.2 million) outstanding under Vilebrequin’s unsecured loans.

As of October 31, 2021 and 2020, we also had €2.5 million ($2.8 million) and €2.5 million ($2.9 million) outstanding under Vilebrequin’s overdraft facilities.

We had cash and cash equivalents of $279.6 million at October 31, 2021 and $149.7 million at October 31, 2020.

We had no borrowings outstanding under our revolving credit facility at April 30, 2022 and 2021.

We had $400 million in borrowings outstanding under the Notes at April 30, 2022 and April 30, 2021, respectively.

Our contingent liability under open letters of credit was approximately $22.2 million and $14.9 million at April 30, 2022 and 2021, respectively.

In addition to the amounts outstanding under these two loan agreements, at April 30, 2022 and 2021, we had $125 million of face value principal amount outstanding under the LVMH Note.

As of April 30, 2022 and 2021, we had an aggregate of €7.1 million ($7.8 million) and €7.5 million ($8.8 million) outstanding under the Company’s various unsecured loans.

As of April 30, 2022 and 2021, we also had €2.8 million ($3.1 million) and €3.3 million ($3.9 million) outstanding under Vilebrequin’s overdraft facilities.

We had cash and cash equivalents of $438.4 million at April 30, 2022 and $396.3 million at April 30, 2021.

Share Repurchase Program

Our Board of Directors authorized a share repurchase program in the aggregate amount of 5,000,000 shares.

In March 2022, our Board of Directors authorized an increase in the number of shares covered by our share repurchase program to an aggregate amount of 10,000,000 shares.

The timing and actual number of shares repurchased, if any, will depend on a number of factors, including market conditions and prevailing stock prices, and are subject to compliance with certain covenants contained in our loan agreement.

Share repurchases may take place on the open market, in privately negotiated transactions or by other means, and would be made in accordance with applicable securities laws.

No shares were repurchased during the three months ended October 31, 2021.

As of December 3, 2021, we had 2,949,362 authorized shares remaining under this program and 48,568,473 shares of common stock outstanding.

No shares were repurchased during the three months ended April 30, 2022.

As of June 3 2022, we had 10,000,000 authorized shares remaining under this program and 48,225,361 shares of common stock outstanding.

Cash from Operating Activities

We used $15.4 million in cash from operating activities during nine months ended October 31, 2021, primarily as a result of increases of $351.7 million in accounts receivable and $32.5 million in inventories, as well as decreases of $34.7 million in operating lease liabilities and $18.1 million in customer refund liabilities.

These items were offset, in part, by our net income of $152.2 million and non-cash charges relating primarily to operating lease costs of $31.6 million, depreciation and amortization of $21.2 million and share-based compensation of $11.8 million.

We also generated cash from increase in accounts payable and accrued expenses of $136.1 million.

The changes in operating cash flow items are consistent with our seasonal pattern of sales activity for the fall shipping season resulting in the increases in accounts receivable, inventory and accounts payable.

The fall shipping season begins during the latter half of our second quarter.

Our typical seasonal patterns were disrupted last year due to the COVID-19 pandemic.

We generated $11.2 million in cash from operating activities during three months ended April 30, 2022, primarily as a result of our net income of $30.6 million and non-cash charges of $20.5 million relating to share-based compensation.

We also generated cash from decreases of $31.9 million in accounts receivable and an increase of $20.5 million in accrued income taxes.

These items were offset, in part, by a decrease of $55.1 million in accounts payable and accrued expenses and an increase of $37.9 million in inventories.

The changes in operating cash flow items varied in part from seasonal patterns in prior years.

Inventories, which normally decrease in the first quarter of our fiscal year, increased due to early purchasing activity by us in an attempt to mitigate the potential effects of supply chain disruptions.

The decrease in accounts payable and accrued expenses is primarily

attributable to vendor payments related to inventory purchases and the payment of year-end bonuses in our first fiscal quarter.

Accounts receivable decreased because we experience lower sales levels in our first quarter.

Cash from Investing Activities

We used $51.3 million of cash in investing activities during nine months ended October 31, 2021, primarily as a result of a $25.0 million minority investment in an e-commerce retailer.

In addition, we also had $13.0 million in capital expenditures primarily related to infrastructure and information technology expenditures and additional fixturing costs at department stores as well as $13.3 million for our investment in connection with a brand acquisition.

We used $29.3 million of cash in investing activities during three months ended April 30, 2022, primarily as a result of a $25.0 million minority investment in an e-commerce retailer.

In addition, we also had $4.3 million in capital expenditures primarily related to infrastructure and information technology expenditures and additional fixturing costs at department stores.

Cash from Financing Activities

Net cash used in financing activities was $4.5 million during nine months ended October 31, 2021 primarily as a result $4.3 million for taxes paid in connection with net share settlements.

Net cash used in financing activities was $8.7 million during three months ended April 30, 2022, primarily as a result of taxes paid in connection with net share settlements.

Critical Accounting Policies

3 unchanged sentences

The accounting policies and related estimates described in our Annual Report on Form 10-K for the year ended January 31, 2022 are those that depend most heavily on these judgments and estimates.

As of October 31, 2021, there have been no material changes to our critical accounting policies, other than the change in our retail inventory valuation method from the lower of cost or market as determined by the retail inventory method to the lower of cost or market under the weighted average cost method as discussed in Note 1 to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

As of April 30, 2022, there have been no material changes to our critical accounting policies.

Quantitative and Qualitative Disclosures About Market Risk.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis