What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2023-06-06 compared with 2022-12-07 · 138 added, 223 removed, 187 unchanged (66% of the section changed)

6 unchanged sentences

Accordingly, the results of Vilebrequin, KLH, 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 nine-month period ended October 31, 2022, the results of Vilebrequin, Fabco and Sonia Rykiel are included for the nine-month period ended September 30, 2022 and for KLH for the period from the date of acquisition to September 30, 2022.

For example, with respect to our results for the three-month period ended April 30, 2023, the results of Vilebrequin, Fabco, KLH and Sonia Rykiel are included for the three-month period ended March 31, 2023.

We accounted for our investment in each of KLH and KLNA using the equity method of accounting through May 30, 2022.

1 unchanged sentence

Our retail operations segment uses a 52/53-week fiscal year.

For fiscal 2023 and 2022, the three and nine-month period for the retail operations segment were each 13-week and 39-week periods and ended on October 29, 2022 and October 30, 2021, respectively.

For fiscal 2023 and 2022, the three-month period for the retail operations segment were each 13-week periods and ended on April 29, 2023 and April 30, 2022, 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.

1 unchanged sentence

Forward-looking statements also include representations of our expectations or beliefs concerning future events that involve risks and uncertainties, including, but not limited to, the following:

● the global health crisis caused by the COVID-19 pandemic has had, and the current and uncertain future outlook of the outbreak will likely continue to have, adverse effects on our business, financial condition and results of operations;

● the failure to maintain 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;

● u nless we are able to increase the sales of our other products, acquire new businesses and/or enter into other license agreements covering different products, the limited extension period of the recently amended Calvin Klein and Tommy Hilfiger license agreements could cause a significant decrease in our net sales and have a material adverse effect on our results of operations;

● any adverse change in our relationship with PVH Corp.

and its Calvin Klein or Tommy Hilfiger brands would have a material adverse effect on our results of operations;

● our dependence on the strategies and reputation of our licensors;

● 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;

2 unchanged sentences

● dependence on existing management;

● our ability to make strategic acquisitions and possible disruptions from acquisitions, including our recent acquisition of the remaining interest in KLH;

● risks of operating through joint ventures;

● our ability to make strategic acquisitions and possible disruptions from acquisitions, including our recent acquisition of the remaining interest in Karl Lagerfeld;

● need for additional financing;

4 unchanged sentences

● risk that our licensees may not generate expected sales or maintain the value of our brands;

● 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;

● 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;

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

● our dependence on foreign manufacturers;

11 unchanged sentences

● fluctuations in the price of our common stock;

● impairment of our goodwill, trademarks or other intangibles may require us to record charges against earnings;

● impairment of our trademarks or other intangibles may require us to record charges against earnings as was the case in the fourth quarter of fiscal 2023;

● risks related to our indebtedness.

3 unchanged sentences

G-III designs, sources and markets an extensive range of apparel, including outerwear, dresses, sportswear, swimwear, women’s suits and women’s performance wear, as well as women’s handbags, footwear, small leather goods, cold weather accessories and luggage.

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.

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

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

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, Karl Lagerfeld, Vilebrequin, G.H.

Our own proprietary brands include DKNY, Donna Karan, Karl Lagerfeld, Karl Lagerfeld Paris, 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, Levi’s, Guess?, Kenneth Cole, Cole Haan, Vince Camuto and Dockers.

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

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, 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.

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 its Saks Fifth Avenue division, Nordstrom, Kohl’s, TJX Companies, Ross Stores, Burlington and Costco.

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, Fanatics, Zalando and Zappos.

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

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

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

2 unchanged sentences

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.

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

Calvin Klein and Tommy Hilfiger License Extensions

On November 30, 2022, we announced the extension of licenses for Calvin Klein and Tommy Hilfiger products.

The following chart sets forth the new extension term, any potential renewal term or the existing current term for the Calvin Klein and Tommy Hilfiger license agreements.

This chart updates the chart contained in our Annual Report on Form 10-K for the fiscal year ended January 31, 2022.

Date Potential Renewal

Calvin Klein (Men's outerwear)

December 31, 2025

Calvin Klein (Women's outerwear)

December 31, 2025

Calvin Klein (Women's dresses)

December 31, 2026

Calvin Klein (Women's suits)

December 31, 2026

December 31, 2029

Calvin Klein (Women's performance wear)

December 31, 2025

Calvin Klein (Women's better sportswear)

December 31, 2024

Calvin Klein (Better luggage)

December 31, 2027

Calvin Klein (Women's handbags and small leather goods)

December 31, 2026

Calvin Klein (Men's and women's swimwear)

December 31, 2026

Calvin Klein Jeans (Women's jeanswear)

December 31, 2024

Tommy Hilfiger (Men's and women's outerwear)

December 31, 2025

Tommy Hilfiger (Luggage)

December 31, 2027

Tommy Hilfiger (Women's sportswear)*

December 31, 2025

Tommy Hilfiger (Women's dresses)*

December 31, 2026

Tommy Hilfiger (Women's suits)*

December 31, 2026

December 31, 2029

December 31, 2023

Tommy Hilfiger x Leagues

December 31, 2025

These categories are part of the Tommy Hilfiger license agreement that is referred to as “Women’s apparel” in our Form 10-K.

We have separated these categories for presentation purposes in this chart as there are different term end dates for these categories in the amendment to the Women’s apparel license agreement.

We are dependent on sales of licensed products for a substantial portion of our revenues.

Net sales of products under the Calvin Klein and Tommy Hilfiger brands constituted approximately 48.2% of our net sales in the nine months ended October 31, 2022, approximately 50.7% of our net sales in fiscal 2022 and approximately 53.5% of our net sales in fiscal 2021.

The amendments to the license agreements for these products provide for staggered extensions by category that expire beginning December 31, 2024 and continuing through December 31, 2027.

PVH Corp., the owner of these two brands, has indicated that it intends to produce these products itself once the license agreements expire.

Unless we are able to increase the sales of our other products, acquire new businesses and/or enter into other license agreements covering different products, the inability to renew the Calvin Klein and Tommy Hilfiger license agreements would cause a significant decrease in our net sales and have a material adverse effect on our results of operations.

We continue to strategize near-term growth initiatives across our current owned and licensed brands including category, geographical and digital expansion.

Additionally, we are directing resources toward new growth areas, including building our own brands, broadening our European business, developing new licensing opportunities and continuing to seek to acquire new businesses.

Karl Lagerfeld Acquisition

On May 31, 2022, we acquired from a group of investors the remaining 81% in interests in KLH that we did not already own, for an aggregate consideration of €202.0 million ($216.8 million) in cash, after taking into account certain adjustments.

We funded the purchase price from cash on hand.

See Note 6 – Karl Lagerfeld Acquisition in the accompanying Notes to Condensed Consolidated Financial Statements for more information.

The addition of the iconic Karl Lagerfeld fashion brand to the G-III portfolio of owned brands advances several of our strategic initiatives, including increasing the direct ownership of brands, capitalizing on 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 also include Vilebrequin and Sonia Rykiel.

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

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

Repositioning and Expansion of Donna Karan

We acquired the DKNY and Donna Karan brands, two of the most iconic American fashion brands, in December 2016.

We initially repositioned and relaunched DKNY and have successfully grown the brand to approximately $600.0 million in annual net sales.

We are now focused on the repositioning and expansion of the Donna Karan brand for Spring 2024.

The new Donna Karan will be a modern system of dressing created to appeal to a woman’s senses on every level, addressing the full lifestyle needs of a new customer.

Our Donna Karan product is expected to be distributed in better department stores, digital channels and our own Donna Karan website in North America and internationally.

Donna Karan is widely considered a top fashion brand and is recognized as one of the most famous designer names in American fashion.

We believe that the strength of the Donna Karan brand, along with our success with the DKNY brand, demonstrates the potential for our new Donna Karan products.

License Agreement for Nautica Brand

In March 2023, we entered into a long-term license with Authentic Brands Group for the Nautica brand in North America.

We plan to produce products under the Nautica brand across a number of categories starting with a full women’s jeanswear collection and then expanding in a phased approach into additional categories including sportswear, suit separates and dresses.

The new five-year license agreement, effective beginning in January 2024, includes three extensions, for five years each.

First deliveries are expected to begin in January 2024.

The product is expected to be distributed in better department stores, digital channels and Nautica’s stores and website in North America and franchised stores globally.

We believe that significant opportunity exists in the better women’s apparel space in categories where we have strong expertise.

The Nautica brand joins our portfolio of some of the largest American brands in the world.

License Agreement for Halston Brand

In May 2023, we entered into a global twenty-five year master license with Xcel Brands, Inc.

to design and produce all categories of men’s and women’s product for the Halston brand.

The agreement provides for an initial term of five years, followed by a twenty-year period, as well as a purchase option at the end of the twenty-five year term.

First deliveries of Halston product are expected to begin in the fall of 2024.

The product will be distributed globally through better department stores and digital channels.

We believe that significant opportunity exists in the better women’s apparel space where G-III has significant expertise.

The Halston brand joins G-III’s portfolio of some of the largest American brands in the world.

We report based on two segments:

wholesale operations and retail operations.

Our wholesale operations segment includes sales of products to retailers under owned, licensed and private label brands, as well as sales related to the Vilebrequin and Karl Lagerfeld businesses, other than sales of the Karl Lagerfeld Paris brand from retail stores and digital outlets.

Lagerfeld Paris brand from our retail stores and digital outlets.

Wholesale revenues also include royalty revenues from license agreements related to our owned trademarks including DKNY, Donna Karan, Karl Lagerfeld, Vilebrequin, Sonia Rykiel, G.H.

1 unchanged sentence

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

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.

Our company-operated stores consist 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.

7 unchanged sentences

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, www.soniarykiel.com, www.karllagerfeldparis.com and www.karl.com.

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.

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

We may also assume higher credit risk relating to receivables of a retail customer experiencing

financial difficulty that could result in higher reserves for doubtful accounts or increased write-offs of accounts receivable.

We may also assume higher credit risk relating to receivables of a retail customer experiencing financial difficulty that could result in higher reserves for doubtful accounts or increased write-offs of accounts receivable.

We attempt to mitigate credit risk from our customers by closely monitoring accounts receivable balances and shipping levels, as well as the ongoing financial performance and credit standing of customers.

6 unchanged sentences

Inflationary pressures have impacted the entire economy, including our industry.

We are experiencing increased costs in many aspects of our business, including our freight costs as discussed below under “Supply Chain” .

We have implemented price increases on many of our products.

Our price increases are 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.

We expect inflationary pressures to continue to impact our business throughout fiscal 2023 and fiscal 2024.

Recent historic high rates of inflation, including increased fuel and food prices, has led to a softening of consumer demand and increased promotional activity in our categories and may lead to further challenges to grow our sales.

Ongoing inflation may also negatively impact our cost structure and labor costs in the future.

The Federal Reserve recently raised interest rates multiple times in response to concerns about inflation and it may raise them again in the future.

Higher interest rates may increase the costs of our borrowing under our revolving credit facility, may increase economic uncertainty and may negatively affect consumer spending.

The Federal Reserve raised interest rates multiple times in fiscal 2023, as well as thus far in fiscal 2024 in response to concerns about inflation and may continue to do so in the remainder of fiscal 2024.

Higher interest rates increase the costs of our borrowing under our revolving credit facility, may increase economic uncertainty and may negatively affect consumer spending.

Volatility in interest rates may adversely affect our business or our customers.

If the equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult to obtain in a timely manner or on favorable terms.

If the equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult to obtain in a timely manner or on favorable terms, or at all.

Foreign currency fluctuation

2 unchanged sentences

Dollar, primarily the Euro.

We continue to expect volatility in the global foreign currency exchange rates, which may have a negative impact on the reported results of certain of our non-United States subsidiaries in the future, when translated to the U.S.

Numerous factors disrupting the shipping industry have negatively affected transit times from our overseas suppliers, as well as our ability to ensure that we are able to import our product in a manner that allows for timely delivery to our customers.

Congestion at ports of origin and ports of entry have caused significant changes to the itineraries of our steamship carriers.

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.

In addition, issues with respect to labor contracts for workers at certain ports on the west coast of the United States have also resulted in shifting delivery of goods to ports on the east coast of the United States which has caused increased delays at certain east coast ports.

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

While increased

spot rates have moderated, they are still higher than pre-pandemic levels.

Our ability to secure container space has improved, however, ports around the world continue to experience congestion, slowing transit times of product through ports of origin and ports of entry which negatively affects our ability to timely receive and deliver product to our retail partners and customers.

As a result of supply chain disruptions, we have accelerated production schedules to allow for more lead time and to accommodate the anticipated extended transit times from our overseas suppliers in an effort to import our product in a manner that allows for timely delivery to our customers.

As a result, our inventory levels are higher than in prior years.

Similar to companies in the apparel and other industries that rely on the importation of merchandise, we have accelerated production of our products, primarily in response to supply chain disruptions.

This has led to elevated inventory levels, resulting in storage and process capacity pressures within our distribution centers.

We sought additional warehouse capacity to facilitate our higher inventory levels but had not been able to secure sufficient additional warehouse space to accommodate the higher inventory levels prior to the end of our third fiscal quarter.

This was primarily due to negotiations we expected to complete that were either delayed or were terminated as we did not want to enter into expensive long-term commitments for such capacity.

The elevated inventory levels, lack of additional space in our warehouses, port congestion and the logistical challenges related to trucking all contributed to us incurring significant demurrage charges in our third fiscal quarter.

Demurrage charges are charges paid to steamship carriers for freight remaining in the terminal for longer periods than initially agreed upon.

Port congestion and trucking conditions are slowly improving.

In addition, we have procured additional warehouse space and expect to significantly reduce our demurrage charges.

We are still expecting to have significant inventory levels at least through the first half of fiscal 2024.

As a result, we expect our warehouse operations may be less efficient, and we expect to incur additional labor and storage costs related to our inventory.

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 cargo capacity.

We believe that our existing carriers will be able to manage demand in a more efficient manner for the balance of 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.

Volatility in the global foreign currency exchange rates may have a negative impact on the reported results of certain of our non-United States subsidiaries in the future, when translated to the U.S.

In our two previous fiscal years, there were numerous factors disrupting the shipping industry that negatively affected transit times from our overseas suppliers, as well as our ability to ensure that we were able to import our product in a manner that allows for timely delivery to our customers.

More recently, shipping costs and transit times have returned to comparable, and in some cases lower than, pre-pandemic levels.

We continue to monitor the transportation market for circumstances that may cause delays and negatively impact our ability to deliver product to our retail partners in a timely manner.

As a result of supply chain disruptions, in fiscal 2023, we accelerated production schedules to allow for more lead time and to accommodate the anticipated extended transit times from our overseas suppliers in an effort to import our product in a manner that allows for timely delivery to our customers.

As a result, our inventory levels were, and continue to be, higher than in the comparable period of prior years.

Elevated inventory levels and disruptions in the shipping industry contributed to us incurring significant demurrage charges in fiscal 2023.

We believe we have taken sufficient measures to ensure that we do not again incur these charges in our current fiscal year, including reducing product buys to account for current inventory levels, adjusting our production schedules and contracting with vendors to provide storage options domestically and overseas, if needed.

We expect to have inventory levels that are higher than normal through the first half of fiscal 2024.

As a result, we expect our warehouse operations may be less efficient and that we will continue to incur additional labor and storage costs related to our inventory in the first half of fiscal 2024.

In the third and fourth quarters of fiscal 2024, we expect our inventory levels to be reduced to more normalized levels and our warehouse capacity to be sufficient for our needs which is expected to bring these costs in line with historical norms.

We have secured new contracts with two of our long-term steamship carrier partners and are finalizing a third in an effort to mitigate our risk should rates increase.

We are presently seeking to secure space needed for peak shipping periods through existing contracts and to leverage favorable spot market rates from secondary market providers.

Excess Inventory in the Marketplace

4 unchanged sentences

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 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 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 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 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.

We continue to monitor the latest developments regarding the COVID-19 pandemic and have incorporated certain assumptions regarding the duration, severity and global macroeconomic impact of the pandemic into our financial outlook.

The impact of COVID-19 on our business and operating results could differ materially from these assumptions based on a number of factors largely outside of our control.

War in Ukraine

1 unchanged sentence

Less than 1% of our revenue in fiscal 2023 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 imposition of additional sanctions by the United States and/or foreign governments could lead to restrictions related to sales and our supply chain for which the financial impact is uncertain.

However, the imposition of additional sanctions by the United States and/or foreign governments, as well as the sanctions already in place, could lead to restrictions related to sales and our supply chain for which the financial impact is uncertain.

In addition, 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, a weakening of the European economy, lower consumer demand and volatility in financial markets.

1 unchanged sentence

Results of Operations

Three months ended October 31, 2022 compared to three months ended October 31, 2021

Net sales for the three months ended October 31, 2022 increased to $1.08 billion from $1.02 billion in the same period last year.

Three months ended April 30, 2023 compared to three months ended April 30, 2022

Net sales for the three months ended April 30, 2023 decreased to $606.6 million from $688.8 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 $1.07 billion for the three months ended October 31, 2022 from $1.01 billion in the comparable period last year.

This increase is primarily the result of inclusion of the results of KLH for the three month period which added $51.9 million in net sales to our wholesale operations segment.

Additionally, net sales of Calvin Klein licensed products increased by $8.0 million.

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

Net sales of our retail operations segment increased to $28.8 million for the three months ended October 31, 2022 from $26.2 million in the same period last year.

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

The number of retail stores operated by us increased from 56 at October 31, 2021 to 60 at October 31, 2022.

Gross profit was $344.6 million, or 32% of net sales, for the three months ended October 31, 2022, compared to $347.5 million, or 34.2% of net sales, in the same period last year.

The gross profit percentage in our wholesale operations segment was 30.7% in the three months ended October 31, 2022 compared to 33.0% in the same period last year.

The gross profit percentage in the current year period was negatively impacted by $26.7 million in demurrage charges due to our inability to pick up freight from port terminals in a timely manner compared to an insignificant amount of demurrage charges in the same period last year.

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

The gross profit percentage in our retail operations segment was 54.9% for the three months ended October 31, 2022 compared to 49.8% for the same period last year.

The gross profit percentage in the current year period was positively impacted by a reduction in promotional activity.

Selling, general and administrative expenses increased to $239.9 million in the three months ended October 31, 2022 from $182.4 million in the same period last year.

The inclusion of the results of KLH for the three months ended October 31, 2022 represented $28.8 million of this increase.

The remainder of the increase in expenses was primarily due to an increase of $18.6 million in third-party warehouse and facility expenses primarily related to higher inventory levels and a $3.5 million increase in advertising expenses related to digital and brand promotional activities.

Depreciation and amortization was $7.3 million for the three months ended October 31, 2022 compared to $7.0 million in the same period last year.

Net sales of our wholesale operations segment decreased to $586.9 million for the three months ended April 30, 2023 from $680.9 million in the comparable period last year.

This decrease is primarily the result of a decrease in net sales of Calvin Klein and Tommy Hilfiger licensed products and in net sales of our DKNY and Donna Karan products due to a moderation in consumer demand.

This decrease was partially offset by the inclusion of the results of the Karl Lagerfeld business in the quarter which added $60.9 million in net sales to our wholesale operations segment for the three months ended April 30, 2023.

The results of the Karl Lagerfeld business was not included in our results until May 31, 2022.

Net sales of our retail operations segment increased to $30.2 million for the three months ended April 30, 2023 from $27.9 million in the same period last year.

The number of retail stores operated by us increased to 61 at April 30, 2023 from 60 at April 30, 2022.

The increase in sales in our retail operations segment is primarily the result of increased sales of our Karl Lagerfeld Paris products associated with our conversion of DKNY stores to Karl Lagerfeld Paris stores.

Gross profit was $249.8 million, or 41.2% of net sales, for the three months ended April 30, 2023, compared to $246.0 million, or 35.7% of net sales, in the same period last year.

The gross profit percentage in our wholesale operations segment was 39.9% in the three months ended April 30, 2023 compared to 34.1% in the same period last year.

The addition of the results of KLH resulted in an increase of 2.2% in the gross profit percentage of our wholesale operations segment as this business operates with a higher gross profit percentage than our legacy wholesale operations segment.

The gross profit percentage in the current year period was also positively impacted by slightly higher prices to our customers and lower freight costs compared to the same period last year.

The gross profit percentage in our retail operations segment was 50.9% for the three months ended April 30, 2023 compared to 49.9% for the same period last year.

Selling, general and administrative expenses increased to $228.0 million in the three months ended April 30, 2023 from $185.4 million in the same period last year.

The inclusion of the results of KLH for the three months ended April 30, 2023 represented $36.1 million of this increase.

The remainder of the increase in expenses was due to an increase of $6.0 million in third-party warehouse and facility expenses primarily related to higher inventory levels.

This increase was partially offset by reduced royalty advertising expenses which decreased due to lower net sales of licensed product.

Depreciation and amortization was $6.6 million for the three months ended April 30, 2023 compared to $6.1 million in the same period last year.

This increase primarily results from the inclusion of the results of KLH for the three month period which increased depreciation and amortization by $1.3 million, partially offset by lower depreciation and amortization as a result of a reduction in capital expenditures in recent years.

Other loss was $2.8 million in the three months ended October 31, 2022 compared to other income of $0.9 million for the same period last year.

Other loss in the current period consisted of $4.0 million of foreign currency losses during the three months ended October 31, 2022 compared to $1.1 million during the same period last year.

In addition, we recorded $0.2 million of losses from unconsolidated affiliates during the three months ended October 31, 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 October 31, 2022 were $16.1 million compared to $12.4 million in the same period last year.

The increase was due to higher average borrowings on our revolving credit facility in

the current year period.

There were no borrowings outstanding under our revolving credit facility in the same period last year.

Income tax expense was $17.5 million for the three months ended October 31, 2022 compared to $40.2 million for the same period last year.

Our effective tax rate decreased to 22.4% in the current year’s quarter from 27.4% in last year’s comparable quarter.

This decrease is primarily due to changes in the mix of tax jurisdictions where taxable income is generated during the three months ended October 31, 2022.

Nine months ended October 31, 2022 compared to nine months ended October 31, 2021

Net sales for the nine months ended October 31, 2022 increased to $2.37 billion from $2.02 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 $2.34 billion for the nine months ended October 31, 2022 from $1.99 billion in the comparable period last year.

This increase is primarily the result of a $98.2 million increase in net sales of Calvin Klein licensed products, a $40.9 million increase in net sales of our DKNY and Donna Karan products and a $35.6 million increase in net sales of Karl Lagerfeld Paris products.

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

The increase in sales of DKNY and Donna Karan products was primarily related to dresses, sportswear and luggage.

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

Additionally, the inclusion of the results of KLH for four months in the period added $69.2 million in net sales to our wholesale operations segment.

Net sales of our retail operations segment increased to $87.8 million for the nine months ended October 31, 2022 from $72.9 million in the same period last year.

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

The number of retail stores operated by us increased from 56 at October 31, 2021 to 60 at October 31, 2022.

Gross profit was $819.6 million, or 34.5% of net sales, for the nine months ended October 31, 2022, compared to $735.9 million, or 36.5% of net sales, in the same period last year.

The gross profit percentage in our wholesale operations segment was 33.0% in the nine months ended October 31, 2022 compared to 35.1% in the same period last year.

The gross profit percentage in the current year period was negatively impacted by $30.8 million in demurrage charges due to our inability to pick up freight from port terminals in a timely manner compared to an insignificant amount of demurrage charges in the same period last year.

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

The gross profit percentage in our retail operations segment was 52.1% for the nine months ended October 31, 2022 compared to 50.7% for the same period last year.

The gross profit percentage in the current year period was positively impacted by a reduction in promotional activity.

Selling, general and administrative expenses increased to $616.4 million in the nine months ended October 31, 2022 from $470.8 million in the same period last year.

The inclusion of the results of KLH for the nine months ended October 31, 2022 represented $39.2 million of this increase.

The remainder of the increase in expenses was primarily due to increases of (i) $26.6 million in compensation expense, primarily from increased salary expenses, (ii) $35.8 million in third-party warehouse and facility expenses and (iii) $18.1 million in advertising related to digital and brand promotional activities.

In addition, professional fees increased $4.2 million primarily due to expenses associated with the acquisition of KLH.

Depreciation and amortization was $20.0 million for the nine months ended October 31, 2022 compared to $21.2 million in the same period last year.

This decrease primarily relates to a reduction in capital expenditures in recent years partially offset by depreciation and amortization resulting from the acquisition of KLH.

Other income was $24.8 million in the nine months ended October 31, 2022 compared to $4.7 million for the same period last year.

Other income in the current period consisted of a gain of $30.9 million during the nine months ended October 31, 2022 as a result of the remeasurement of our previously held 19% investment in KLH and 49% interest in KLNA as of the effective date of the acquisition of the remaining interests in KLH.

Other loss in the current period consisted of $9.4 million of foreign currency losses during the nine months ended October 31, 2022 compared to $1.6 million during the same period last year.

Additionally, we recorded $0.8 million in income from unconsolidated affiliates during the nine months ended October 31, 2022 compared to $2.8 million in the same period last year.

Interest and financing charges, net, for the nine months ended October 31, 2022 were $40.8 million compared to $36.9 million for the same period last year.

The increase was due to higher average borrowings on our revolving credit facility in the current year period.

We had no borrowings outstanding under our revolving credit facility in the same period last year.

Income tax expense was $39.5 million for the nine months ended October 31, 2022 compared to $59.7 million for the same period last year.

Our effective tax rate decreased to 23.6% in the current year’s period from 28.2% in last year’s comparable period.

This decrease in the effective tax rate is primarily due to the exclusion from taxable income of the gain on the remeasurement of the fair value of our previously held 19% investment in KLH and 49% interest in KLNA.

Other income was $1.0 million in the three months ended April 30, 2023 compared to other loss of $2.7 million for the same period last year.

Other income in the current period consisted of $0.4 million of foreign currency income during the three months ended April 30, 2023 compared to $3.4 million of foreign currency losses during the same period last year.

Interest and financing charges, net, for the three months ended April 30, 2023 were $12.2 million compared to $12.2 million in the same period last year.

Income tax expense was $0.9 million for the three months ended April 30, 2023 compared to $9.0 million for the same period last year.

Our effective tax rate increased to 23.1% in the current year’s quarter from 22.7% in last year’s comparable quarter due to discrete items in the quarter.

We anticipate that our annual effective tax rate will be approximately 28% for fiscal 2024.

Liquidity and Capital Resources

Cash Availability

We rely on our cash flows generated from operations in most periods, cash and cash equivalents and the borrowing capacity under our revolving credit facility to meet the cash requirements of our business.

We rely on our cash flows generated from operations, cash and cash equivalents and the borrowing capacity under our revolving credit facility to meet the cash requirements of our business.

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.

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

As of October 31, 2022, we had cash and cash equivalents of $150.7 million and availability under our revolving credit facility of approximately $290 million.

As of October 31, 2022, we were in compliance with all covenants under our debt agreements.

During fiscal 2024, the principal amount of $125 million under the LVMH Note will become due and payable.

A principal payment of $75 million was made on June 1, 2023 and the remaining principal of $50 million is due and payable on December 1, 2023.

We have also used cash to repurchase our shares.

As of April 30, 2023, we had cash and cash equivalents of $289.7 million and availability under our revolving credit facility of approximately $500 million.

As of April 30, 2023, we were in compliance with all covenants under our senior secured notes and revolving credit facility.

Senior Secured Notes

21 unchanged sentences

The ABL Credit Agreement provides for borrowings in the aggregate principal amount of up to $650 million.

We and our subsidiaries, G-III Apparel Canada ULC, Gabrielle Studio, Inc., Donna Karan International Inc.

and Donna Karan Studio LLC (the “Guarantors”), are Loan Guarantors under the ABL Credit Agreement.

We and certain of our subsidiaries (the “Guarantors”), are Loan Guarantors under the ABL Credit Agreement.

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”).

4 unchanged sentences

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 calculation of the interest rate under the ABL Credit Agreement has been revised as set forth in the next paragraph.

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.

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.

As of October 31, 2022, interest under the ABL Credit Agreement was being paid at an average rate of 4.91% per annum.

As of April 30, 2023, interest under the ABL Credit Agreement was being paid at an average rate of 6.62% per annum.

On April 20, 2023, we amended the ABL Credit Agreement to replace LIBOR with Adjusted Term Secured Overnight Financing Rate (“SOFR”) as a successor rate.

All other material terms and conditions of the ABL Credit Agreement were unchanged.

Borrowings under the amended ABL Credit Agreement will bear interest, at the Borrower’s option, at the alternate base rate (defined as, for a given day, the greatest of (i) the “prime rate” in effect on such day, (ii) the NYFRB Rate (as defined in the amendment) in effect on such day plus 0.5% and (iii) the Adjusted Term SOFR (defined as an interest rate per annum equal to the Term SOFR for such interest period plus 0.10%) for a one-month interest period as published two business days prior to such day plus 1%) plus an applicable spread or the Adjusted Term SOFR Rate plus an applicable spread.

We do not expect a material change to our interest expense or results of operations as a result of transitioning the reference rate used in our ABL Credit Agreement from LIBOR to SOFR.

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

6 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, 2022, the Company was in compliance with these covenants.

As of October 31, 2022, we had $340.2 million of borrowings outstanding under the ABL Credit Agreement, all of which are classified as long-term liabilities.

As of April 30, 2023, the Company was in compliance with these covenants.

As of April 30, 2023, 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, 2022, there were outstanding trade and standby letters of credit amounting to $6.5 million and $3.4 million, respectively.

As of April 30, 2023, there were outstanding trade and standby letters of credit amounting to $7.8 million and $2.9 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.

We extinguished and charged to interest expense $0.4 million of the prior debt issuance costs and incurred new debt issuance costs totaling $5.1 million related to the ABL Credit Agreement.

We have a total of $8.0 million debt issuance costs related to our ABL Credit Agreement.

We have a total of $8.0 million of debt issuance costs related to our ABL Credit Agreement.

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 under 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 under our ABL Credit Agreement and we expect that if LIBOR can no longer be used as the reference rate, we will be able to use an alternative such as the Secured Overnight Financing Rate, known as SOFR.

We do not expect a material change to our interest expense or results of operations if LIBOR is no longer available as a reference rate under our ABL Credit Agreement.

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.

$75 million of the principal amount of the LVMH Note is due and payable on June 1, 2023 and therefore has been recorded within current portion of notes payable on the condensed consolidated balance sheets and $50 million of such principal amount is due and payable on December 1, 2023.

$75 million of the principal amount of the LVMH Note was paid on June 1, 2023 and $50 million of such principal amount is due and payable on December 1, 2023.

The LVMH Note is classified in current portion of notes payable in our consolidated balance sheet as of April 30, 2023.

Based on an independent valuation, it was determined that the LVMH Note should be treated as having been issued at a discount of $40 million in accordance with ASC 820 — Fair Value Measurements .

3 unchanged sentences

Several of our foreign entities borrow funds under various unsecured loans of which a portion is to provide funding for operations in the normal course of business while other loans are European state backed loans as part of COVID-19 relief programs.

In the aggregate, the Company is currently required to make quarterly installment payments of principal in the amount of €0.4 million.

In the aggregate, the Company is currently required to make quarterly installment payments of principal in the

amount of €0.6 million.

Interest on the outstanding principal amount of the unsecured loans accrues at a fixed rate equal to 0% to 5.0% per annum, payable on either a quarterly or monthly basis.

As of October 31, 2022, the Company had an aggregate outstanding balance of €10.7 million ($10.4 million) under these unsecured loans.

As of April 30, 2023, the Company had an aggregate outstanding balance of €10.3 million ($11.2 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, 2022, TRB had an aggregate €3.7 million ($3.7 million) drawn under these facilities.

As of April 30, 2023, TRB had an aggregate €3.8 million ($4.1 million) drawn under these facilities.

Foreign Credit Facility

2 unchanged sentences

Borrowings bear interest at the Euro Interbank Offered Rate (“EURIBOR”) plus a margin of 1.7%.

As of October 31, 2022, KLH had €10.6 million ($10.4 million) of borrowings outstanding under this credit facility.

As of April 30, 2023, KLH had €7.8 million ($8.5 million) of borrowings outstanding under this credit facility.

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 $340.2 million of borrowings outstanding under our revolving credit facility at October 31, 2022 and no borrowings outstanding at October 31, 2021.

We had $400 million in borrowings outstanding under the Notes at October 31, 2022 and October 31, 2021, respectively.

Our contingent liability under open letters of credit was approximately $9.9 million and $17.1 million at October 31, 2022 and 2021, respectively.

In addition to the amounts outstanding under these two loan agreements, at October 31, 2022 and 2021, we had $125 million of face value principal amount outstanding under the LVMH Note.

As of October 31, 2022 and 2021, we had an aggregate of €10.7 million ($10.4 million) and €7.3 million ($8.4 million) outstanding under the Company’s various unsecured loans.

As of October 31, 2022 and 2021, we had €3.7 million ($3.7 million) and €2.5 million ($2.8 million) outstanding under Vilebrequin’s overdraft facilities.

As of October 31, 2022, we had €10.6 million ($10.4 million) outstanding under KLH’s foreign credit facility.

We had no borrowings outstanding at April 30, 2023 and April 30, 2022, respectively.

We had $400 million in borrowings outstanding under the Notes at April 30, 2023 and April 30, 2022, respectively.

Our contingent liability under open letters of credit was approximately $10.7 million and $22.2 million at April 30, 2023 and 2022, respectively.

In addition to the amounts outstanding under these two loan agreements, at April 30, 2023 and 2022, we had $125 million of face value principal amount outstanding under the LVMH Note.

As of April 30, 2023 and 2022, we had an aggregate of €10.3 million ($11.2 million) and €7.1 million ($7.8 million) outstanding under the Company’s various unsecured loans.

As of April 30, 2023 and 2022, we had €3.8 million ($4.1 million) and €2.8 million ($3.1 million) outstanding under the Company’s various overdraft facilities.

As of April 30, 2023, we had €7.8 million ($8.5 million) outstanding under KLH’s foreign credit facility.

Share Repurchase Program

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.

Pursuant to this program, during the nine months ended October 31, 2022, we acquired 811,874 of our shares of common stock for an aggregate purchase price of $16.6 million.

Pursuant to this program, during the three months ended April 30, 2023, we acquired 1,124,271 of our shares of common stock for an aggregate purchase price of $16.8 million.

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.

As of December 1, 2022, we had 9,188,126 authorized shares remaining under this program and 47,488,999 shares of common stock outstanding.

As of April 30, 2023, we had 7,288,148 authorized shares remaining under this program.

As of June 2, 2023, we had approximately 45,593,524 shares of common stock outstanding.

Cash from Operating Activities

We used $415.3 million in cash from operating activities during the nine months ended October 31, 2022, primarily as a result of increases of $355.3 million in inventories, $248.3 million in accounts receivable and a non-cash gain of $30.9 million on our 19% investment in KLH and 49% investment in KLNA.

These items were offset, in part, by our net income of $128.1 million and non-cash charges consisting primarily of $28.9 million relating to share-based compensation and depreciation and amortization of $20.0 million.

The changes in operating cash flow items varied to some extent from seasonal patterns in prior years.

While inventories normally increase in the first nine months of our fiscal year, they increased more than normal due to an acceleration in our production schedule in an attempt to mitigate the potential effects of supply chain disruptions and to accommodate the

anticipated extended transit times experienced by our overseas suppliers.

Accounts receivable increased because we experience higher sales levels in our third and fourth quarters.

We generated $201.8 million in cash from operating activities during the three months ended April 30, 2023, primarily as a result of our net income of $3.2 million and decreases of $180.4 million in accounts receivable and $79.0 million in inventories.

We also generated cash from operating activities as a result of non-cash charges relating primarily to depreciation and amortization of $6.6 million and share-based compensation of $3.8 million.

These items were offset, in

part, by decreases of $46.7 million in accounts payable and accrued expenses and $20.4 million in customer refund liabilities.

The changes in operating cash flow items are consistent with our seasonal pattern.

Our accounts receivable, inventory and customer refund liabilities decreased because we experience lower sales levels in our first and second quarters than in our third and fourth quarters.

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.

Cash from Investing Activities

We used $211.1 million of cash in investing activities during the nine months ended October 31, 2022, primarily as a result of cash paid, net of cash acquired, of $168.6 million for the acquisition to KLH.

We also used cash for a $25.0 million minority investment in an e-commerce retailer.

In addition, we had $14.8 million in capital expenditures primarily related to infrastructure and information technology expenditures and additional fixturing costs at department stores.

We used $8.6 million of cash in investing activities during the three months ended April 30, 2023.

We had $5.0 million in capital expenditures primarily related to infrastructure and information technology expenditures and additional fixturing costs at department stores.

In addition, we used $3.6 million for an investment in the equity of a private company.

Cash from Financing Activities

Net cash provided by financing activities was $322.2 million during nine months ended October 31, 2022 primarily as a result of borrowings of $512.7 million under our ABL Credit Agreement, partially offset by repayments of $172.5 million under that Agreement.

This borrowing was also offset, in part, by $16.6 million of cash used to repurchase 811,874 shares of our common stock under our share repurchase program and $9.8 million for taxes paid in connection with net share settlements of stock grants that vested.

Net cash used by financing activities was $95.8 million during three months ended April 30, 2023 primarily as a result of repayments of borrowings of $85.4 million under our ABL Credit Agreement, partially offset by borrowings of $5.3 million under that Agreement.

In addition, we used $16.8 million of cash to repurchase 1,124,271 shares of our common stock under our share repurchase program.

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, 2023 are those that depend most heavily on these judgments and estimates.

As of October 31, 2022, there have been no material changes to our critical accounting policies.

As of April 30, 2023, 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