What changed in this filing

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Item 1. Financial Statements

2025-06-06 compared with 2024-12-10 · 127 added, 185 removed, 379 unchanged (45% of the section changed)

40 unchanged sentences

Additional paid-in capital

Accumulated other comprehensive income (loss)

Accumulated other comprehensive loss

Retained earnings

5 unchanged sentences

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

Three Months Ended October 31,

Nine Months Ended October 31,

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)

Three Months Ended April 30,

(In thousands, except per share amounts)

2 unchanged sentences

Depreciation and amortization

Asset impairments

Operating profit

13 unchanged sentences

Other comprehensive income (loss)

Comprehensive income

Comprehensive income (loss)

Comprehensive loss attributable to noncontrolling interests:

1 unchanged sentence

Comprehensive loss attributable to noncontrolling interests

Comprehensive income attributable to G-III Apparel Group, Ltd.

Comprehensive income (loss) attributable to G-III Apparel Group, Ltd.

The accompanying notes are an integral part of these statements.

4 unchanged sentences

(In thousands)

Balance as of July 31, 2024

Share-based compensation expense

Other comprehensive income, net

Net income attributable to G-III Apparel Group, Ltd.

Balance as of October 31, 2024

Balance as of July 31, 2023

Equity awards vested, net

Share-based compensation expense

Taxes paid for net share settlements

Other comprehensive loss, net

Net income attributable to G-III Apparel Group, Ltd.

Balance as of October 31, 2023

Balance as of January 31, 2025

5 unchanged sentences

Excise tax on stock repurchases

Reduction of noncontrolling interest

Net income attributable to G-III Apparel Group, Ltd.

Balance as of October 31, 2024

Balance as of April 30, 2025

Balance as of January 31, 2024

5 unchanged sentences

Net income attributable to G-III Apparel Group, Ltd.

Balance as of October 31, 2023

Balance as of April 30, 2024

The accompanying notes are an integral part of these statements.

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended October 31,

Three Months Ended April 30,

(Unaudited, in thousands)

1 unchanged sentence

Net income attributable to G-III Apparel Group, Ltd.

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

1 unchanged sentence

Non-cash operating lease costs

Asset impairment

Extinguishment of deferred financing costs

Equity gain in unconsolidated affiliates

Change in fair value of equity securities

Equity (gain) loss in unconsolidated affiliates

Share-based compensation

9 unchanged sentences

Accounts payable, accrued expenses and other liabilities

Net cash (used in) provided by operating activities

Net cash provided by operating activities

Cash flows from investing activities

Operating lease assets initial direct costs

Proceeds from sale of assets

Investment in equity interest of private company

4 unchanged sentences

Proceeds from borrowings - revolving facility

Repayment of borrowings - LVMH Note

Repayment of borrowings - foreign facilities

Proceeds from borrowings - foreign facilities

Repayment of borrowings - senior secured notes

Payment of financing costs

Purchase of treasury shares

2 unchanged sentences

Foreign currency translation adjustments

Net (decrease) increase in cash and cash equivalents

Net increase in cash and cash equivalents

Cash and cash equivalents at beginning of period

12 unchanged sentences

and its subsidiaries.

The Company 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.

The Company designs, sources, distributes and markets an extensive range of apparel, including outerwear, dresses, sportswear, suit separates, athleisure, jeans, swimwear, as well as handbags, footwear, small leather goods, cold weather accessories and luggage.

The Company also operates retail stores and licenses its proprietary brands under several product categories.

4 unchanged sentences

AWWG Investments B.V.

(“AWWG”) is a Dutch corporation that was 12.1 % owned by the Company from May 3, 2024 through July 18, 2024 and was accounted for using the cost method.

(“AWWG”) is a Dutch corporation that was 12.1 % owned by the Company from May 3, 2024 through July 18, 2024 and was accounted for using the cost method of accounting.

Effective July 19, 2024, the Company acquired an additional 6.6 % minority interest in AWWG, increasing its total ownership interest to 18.7 % and, as a result, AWWG began being accounted for under the equity method of accounting.

3 unchanged sentences

Accordingly, the results of KLH, Vilebrequin, Sonia Rykiel, Fabco and AWWG are included in the financial statements for the quarter ended or ending closest to the Company’s fiscal quarter end.

For example, with respect to the Company’s results for the nine-month period ended October 31, 2024, the results of KLH, Vilebrequin, Sonia Rykiel, Fabco and AWWG are included for the nine-month period ended September 30, 2024.

For example, with respect to the Company’s results for the three-month period ended April 30, 2025, the results of KLH, Vilebrequin, Sonia Rykiel, Fabco and AWWG are included for the three-month period ended March 31, 2025.

The Company’s retail operations segment reports on a 52/53 week fiscal year.

For fiscal 2025 and 2024, the three and nine-month periods for the retail operations segment were each 13-week and 39-week periods, respectively, and ended on November 2, 2024 and October 28, 2023, respectively.

The results for the three and nine months ended October 31, 2024 are not necessarily indicative of the results expected for the entire fiscal year, given the seasonal nature of the Company’s business.

For fiscal 2026 and 2025, the three-month periods for the retail operations segment were each 13-week periods, respectively, and ended on May 3, 2025 and May 4, 2024, respectively.

The results for the three months ended April 30, 2025 are not necessarily indicative of the results expected for the entire fiscal year, given the seasonal nature of the Company’s business.

The accompanying financial statements included herein are unaudited.

11 unchanged sentences

Retail trade receivables primarily relate to amounts due from third-party credit card processors for the settlement of debit and credit card transactions and are typically collected within 3 to 5 days.

The Company’s accounts receivable and allowance for doubtful accounts as of October 31, 2024, October 31, 2023 and January 31, 2024 were:

October 31, 2024

The Company’s accounts receivable and allowance for doubtful accounts as of April 30, 2025, April 30, 2024 and January 31, 2025 were:

April 30, 2025

(In thousands)

2 unchanged sentences

Accounts receivable, net

October 31, 2023

April 30, 2024

(In thousands)

13 unchanged sentences

In addition, the Company considers both current and forecasted future economic conditions in determining the adequacy of its allowance for doubtful accounts.

During the three months ended April 30, 2025, the Company recorded a $ 2.6 million increase in its allowance for doubtful accounts primarily due to the bankruptcy of certain customers within the Company’s wholesale operations segment, including Hudson’s Bay Company.

The Company had the following activity in its allowance for doubtful accounts:

3 unchanged sentences

Accounts written off as uncollectible

Balance as of October 31, 2024

Balance as of April 30, 2025

Balance as of January 31, 2024

1 unchanged sentence

Accounts written off as uncollectible

Balance as of October 31, 2023

Balance as of April 30, 2024

Balance as of January 31, 2024

3 unchanged sentences

NOTE 3 – INVENTORIES

Wholesale inventories, which comprise a significant portion of the Company’s inventory, and KLH inventories are stated at the lower of cost (determined by the first-in, first-out method) or net realizable value.

Wholesale inventories, which comprise a significant portion of the Company’s inventory, are stated at the lower of cost (determined by the first-in, first-out method) or net realizable value.

Retail and Vilebrequin inventories are stated at the lower of cost (determined by the weighted average method) or net realizable value.

Substantially all of the Company’s inventories consist of finished goods.

The inventory return asset, which consists of the amount of goods that are anticipated to be returned by customers, was $ 10.6 million, $ 15.6 million and $ 16.5 million as of October 31, 2024, October 31, 2023 and January 31, 2024, respectively.

The inventory return asset, which consists of the amount of goods that are anticipated to be returned by customers, was $ 7.8 million, $ 11.3 million and $ 13.2 million as of April 30, 2025, April 30, 2024 and January 31, 2025, respectively.

The inventory return asset is recorded within prepaid expenses and other current assets on the condensed consolidated balance sheets.

Inventory held on consignment by the Company’s customers totaled $ 5.6 million, $ 7.9 million and $ 6.6 million at October 31, 2024, October 31, 2023 and January 31, 2024, respectively.

Inventory held on consignment by the Company’s customers totaled $ 5.6 million, $ 10.3 million and $ 5.9 million at April 30, 2025, April 30, 2024 and January 31, 2025, respectively.

The Company reflects this inventory on its condensed consolidated balance sheets.

14 unchanged sentences

Secured Notes

Revolving credit facility

Note issued to LVMH

Unsecured loans

Overdraft facilities

Foreign credit facility

Foreign credit facilities

The Company’s debt instruments are recorded at their carrying values in its condensed consolidated balance sheets, which may differ from their respective fair values.

1 unchanged sentence

Furthermore, the carrying value of all other financial instruments potentially subject to valuation risk (principally consisting of cash, accounts receivable and accounts payable) also approximates fair value due to the short-term nature of these accounts.

The fair value of the Company’s secured notes was based on their market price at each fiscal quarter end.

The Company redeemed the entire $ 400 million principal amount of its 7.875 % Senior Secured Notes due August 2025 (the “Notes”) at a redemption price equal to 100 % of the principal amount of the Notes plus accrued and unpaid interest in August 2024.

The 2 % note in the original principal amount of $ 125 million (the “LVMH Note”) issued to LVMH Moet Hennessy Louis Vuitton Inc.

(“LVMH”) in connection with the acquisition of DKNY and Donna Karan was recorded on the balance sheet at a discount of $ 40.0 million in accordance with Accounting Standards Codification (“ASC”) 820 – Fair Value Measurements (“ASC 820”).

For purposes of this fair value disclosure, the Company based its fair value estimate for the LVMH Note on the initial fair value as determined at the date of the acquisition of DKNY and Donna Karan and recorded amortization using the effective interest method over the term of the LVMH Note.

The Company repaid $ 75.0 million of the principal amount of the LVMH Note on June 1, 2023 and the remaining $ 50.0 million of such principal amount on December 1, 2023.

The fair value of the LVMH Note was considered a Level 3 valuation in the fair value hierarchy.

Non-Financial Assets and Liabilities

4 unchanged sentences

These fair value measurements are considered level 3 measurements in the fair value hierarchy.

During fiscal 2024, the Company recorded a $ 1.3 million impairment charge primarily related to leasehold improvements, furniture and fixtures, computer hardware and operating lease assets at certain DKNY, Karl Lagerfeld and Vilebrequin stores as a result of the performance of these stores.

During fiscal 2025, the Company recorded a $ 0.8 million impairment charge primarily related to leasehold improvements and furniture and fixtures at certain retail stores as a result of their performance.

NOTE 5 – LEASES

5 unchanged sentences

Several of the Company’s retail store leases include an option to terminate the lease based on failure to achieve a specified sales volume.

The exercise of lease renewal options is generally at the

Company’s sole discretion.

The exercise of lease renewal options is generally at the Company’s sole discretion.

The exercise of lease termination options is generally by mutual agreement between the Company and the lessor.

Certain of the Company’s lease agreements include rental payments based on a percentage of retail sales over contractual levels and others include rental payments adjusted periodically for inflation.

Certain of the Company’s lease agreements include contingent rental payments based on a percentage of retail sales over contractual levels and others include rental payments adjusted periodically for inflation.

Contingent rent is accrued each period as the liabilities are incurred.

The Company’s leases do not contain any material residual value guarantees or material restrictive covenants.

The Company’s operating lease assets and liabilities as of October 31, 2024, October 31, 2023 and January 31, 2024 consist of the following:

The Company’s operating lease assets and liabilities as of April 30, 2025, April 30, 2024 and January 31, 2025 consist of the following:

Classification

October 31, 2024

October 31, 2023

April 30, 2025

April 30, 2024

January 31, 2025

6 unchanged sentences

Total lease liabilities

The Company’s operating lease assets and operating lease liabilities increased during fiscal 2025 primarily due to the renewal of the Company’s corporate office lease.

The Company recorded lease costs of $ 19.0 million and $ 55.2 million during the three and nine months ended October 31, 2024.

The Company recorded lease costs of $ 18.1 million and $ 55.1 million during the three and nine months ended October 31, 2023.

Lease costs are recorded within selling, general and administrative expenses in the Company’s condensed consolidated statements of operations and comprehensive income.

The Company recorded variable lease costs and short-term lease costs of $ 5.0 million and $ 16.1 million for the three and nine months ended October 31, 2024.

The Company recorded variable lease costs and short-term lease costs of $ 6.7 million and $ 18.1 million for the three and nine months ended October 31, 2023.

The Company recorded lease costs of $ 18.2 million during both the three months ended April 30, 2025 and 2024.

Lease costs are recorded within selling, general and administrative expenses in the Company’s condensed consolidated statements of income and comprehensive income (loss).

The Company recorded variable lease costs and short-term lease costs of $ 3.5 million and $ 5.3 million for the three months ended April 30, 2025 and 2024, respectively.

Short-term lease costs are immaterial.

As of October 31, 2024, the Company’s maturity of operating lease liabilities in the years ending up to January 31, 2029 and thereafter are as follows:

As of April 30, 2025, the Company’s maturity of operating lease liabilities in the years ending up to January 31, 2030 and thereafter are as follows:

Year Ending January 31,

2 unchanged sentences

Present value of lease liabilities

As of October 31, 2024, there are no material leases that are legally binding but have not yet commenced.

As of October 31, 2024, the weighted average remaining lease term related to operating leases is 6.7 years.

As of April 30, 2025, there are no material leases that are legally binding but have not yet commenced.

As of April 30, 2025, the weighted average remaining lease term related to operating leases is 6.6 years.

The weighted average discount rate related to operating leases is 6.6 %.

Cash paid for amounts included in the measurement of operating lease liabilities was $ 58.9 million and $ 53.2 million during the nine months ended October 31, 2024 and 2023, respectively.

Right-of-use assets obtained in exchange for lease obligations were $ 108.7 million and $ 26.8 million during the nine months ended October 31, 2024 and 2023, respectively.

Cash paid for amounts included in the measurement of operating lease liabilities was $ 19.3 million and $ 19.4 million during the three months ended April 30, 2025 and 2024, respectively.

Right-of-use assets obtained in exchange for lease obligations were $ 8.7 million and $ 6.8 million during the three months ended April 30, 2025 and 2024, respectively.

NOTE 6 – NET INCOME PER COMMON SHARE

1 unchanged sentence

Diluted net income per share, when applicable, is computed using the weighted average number of common shares and potential dilutive common shares, consisting of unvested restricted stock unit awards outstanding during the period.

There were no shares of common stock excluded from the diluted net income per share calculation for the three and nine months ended October 31, 2024.

Approximately 8,200 and 59,200 shares of common stock have been excluded from the diluted net income per share calculation for the three and nine months ended October 31, 2023.

Approximately 5,400 and 9,500 shares of common stock have been excluded from the diluted net income per share calculation for the three months ended April 30, 2025 and 2024, respectively.

All share-based payments outstanding that vest based on the achievement of performance conditions, and for which the respective performance conditions have not been achieved, have been excluded from the diluted per share calculation.

The following table reconciles the numerators and denominators used in the calculation of basic and diluted net income per share:

Three Months Ended October 31,

Nine Months Ended October 31,

Three Months Ended April 30,

(In thousands, except share and per share amounts)

10 unchanged sentences

Long-term debt consists of the following:

October 31, 2024

October 31, 2023

April 30, 2025

April 30, 2024

January 31, 2025

1 unchanged sentence

Secured Notes

Revolving credit facility

Unsecured loans

Overdraft facilities

Foreign credit facility

Foreign credit facilities

Net debt issuance costs (1)

Debt discount

Current portion of long-term debt

(1) Does not include debt issuance costs, net of amortization, totaling $ 5.2 million, $ 2.8 million and $ 2.4 million as of October 31, 2024, October 31, 2023 and January 31, 2024, respectively, related to the revolving credit facility.

These debt issuance costs have been deferred and are classified in assets in the accompanying condensed consolidated balance sheets in accordance with ASC 835.

(1) Does not include debt issuance costs, net of amortization, totaling $ 5.1 million, $ 2.0 million and $ 5.4 million as of April 30, 2025, April 30, 2024 and January 31, 2025, respectively, related to the revolving credit facility.

The debt issuance costs have been deferred and are classified in assets in the accompanying condensed consolidated balance sheets in accordance with ASC 835.

Senior Secured Notes

The Company had previously completed a private debt offering of $ 400 million aggregate principal amount of the Notes.

In August 2024, the Company used cash on hand and borrowings from its revolving credit facility to make a $ 400.7 million payment to voluntarily redeem the entire $ 400 million principal amount of the Notes at a redemption price equal to 100 %

of the principal amount of the Notes plus accrued and unpaid interest.

The Company had previously completed a private debt offering of $ 400.0 million aggregate principal amount of the Senior Secured Notes due August 2025 (the “Notes”).

In August 2024, the Company used cash on hand and borrowings from its revolving credit facility to make a $ 400.7 million payment to voluntarily redeem the entire $ 400.0 million principal amount of the Notes at a redemption price equal to 100 % of the principal amount of the Notes plus accrued and unpaid interest.

At the date of redemption, the Company had unamortized debt issuance costs of $ 1.6 million associated with the Notes.

11 unchanged sentences

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

As of October 31, 2024, interest under the Third ABL Credit Agreement was being paid at an average rate of 6.57 % per annum.

As of April 30, 2025, interest under the Third ABL Credit Agreement was being paid at an average rate of 8.0 % per annum.

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

9 unchanged sentences

In certain circumstances, the revolving credit facility also requires the Company 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, 2024, the Company was in compliance with these covenants.

As of October 31, 2024, the Company had $ 210.1 million borrowings outstanding under the Third ABL Credit Agreement.

As of April 30, 2025, the Company was in compliance with these covenants.

As of April 30, 2025, the Company had no borrowings outstanding under the Third ABL Credit Agreement.

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

As of October 31, 2024, there were outstanding trade and standby letters of credit amounting to $ 6.2 million and $ 2.9 million, respectively.

As of April 30, 2025, there were no outstanding trade letters of credit and $ 2.6 million of standby letters of credit.

At the date of the refinancing of the Second ABL Credit Agreement, the Company had $ 1.8 million of unamortized debt issuance costs remaining from the Second ABL Credit Agreement.

3 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 Third ABL Credit Agreement.

As a portion of the consideration for the acquisition of DKNY and Donna Karan, the Company issued to LVMH a junior lien secured promissory note in the principal amount of $ 125.0 million that bore interest at the rate of 2 % per year.

$ 75.0 million of the principal amount of the LVMH Note was paid on June 1, 2023 and the remaining $ 50.0 million of such principal amount was paid on December 1, 2023 .

ASC 820 required the LVMH Note to be recorded at fair value at issuance.

As a result, the Company recorded a $ 40.0 million debt discount.

This discount was amortized as interest expense using the effective interest method over the term of the LVMH Note.

Unsecured Loans

Several of the Company’s 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.

Several of the Company’s foreign entities borrow funds under various unsecured loans to provide funding for operations in the normal course of business.

In the aggregate, the Company is currently required to make quarterly installment payments of principal in the amount of € 0.8 million under these loans.

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, 2024, the Company had an aggregate outstanding balance of € 6.0 million ($ 7.3 million) under these unsecured loans.

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

As of April 30, 2025, the Company had an aggregate outstanding balance of € 4.9 million ($ 5.3 million) under these unsecured loans.

Overdraft Facilities

During fiscal 2021 and 2025, certain of the Company’s foreign entities entered into overdraft facilities that allow for applicable bank accounts to be in a negative position up to a certain maximum overdraft.

Certain of the Company’s foreign entities entered into overdraft facilities that allow for applicable bank accounts to be in a negative position up to a certain maximum overdraft.

These uncommitted overdraft facilities with HSBC Bank allow for an aggregate maximum overdraft of € 10 million.

Interest on drawn balances accrues at a rate equal to the Euro Interbank Offered Rate plus a margin of 1.75 % per annum, payable quarterly.

The facility may be cancelled at any time by the Company or HSBC Bank.

As part of a COVID-19 relief program, certain of the Company’s foreign entities 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, 2024, the Company had an aggregate of € 4.1 million ($ 4.6 million) drawn under these various facilities.

Foreign Credit Facility

Interest on drawn balances accrues at a rate equal to the Euro Interbank Offered Rate (“EURIBOR”) plus a margin of 1.75 % per annum, payable quarterly.

The facility may be cancelled at any

time by the Company or HSBC Bank.

Additionally, certain of the Company’s foreign entities entered into 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 April 30, 2025, the Company had an aggregate of € 7.4 million ($ 8.0 million) drawn under these various facilities.

Foreign Credit Facilities

KLH has a credit agreement with ABN AMRO Bank N.V.

with a credit limit of € 15.0 million which is secured by specified assets of KLH.

Borrowings bear interest at the Euro Interbank Offered Rate plus a margin of 1.7 %.

As of October 31, 2024, KLH had an aggregate outstanding balance of € 2.0 million ($ 2.2 million) borrowings outstanding under this credit facility.

Borrowings bear interest at the EURIBOR plus a margin of 1.7 %.

A subsidiary of Vilebrequin has a credit agreement with CIC Bank with a credit limit of € 5.0 million.

Borrowings bear interest at the Euro Short-Term Rate plus a margin of 1.75 %.

As of April 30, 2025, the Company had an aggregate of € 5.0 million ($ 5.4 million) drawn under these credit facilities.

NOTE 8 – SUPPLY CHAIN FINANCE PROGRAM

The Company has a voluntary supply chain finance program (the “SCF Program”) administered through a third-party platform.

The Company’s payment obligations confirmed under the SCF Program are due to a financial intermediary that will remit payment to the Company’s suppliers.

The SCF Program also provides participating suppliers with the option to sell their receivables due from the Company, at their sole discretion, to a third-party financial institution at terms negotiated between the supplier and the financial institution.

The Company is not a party to the agreements between the suppliers and the financial institution.

The Company’s payment obligations to its suppliers, including the amounts due and payment terms, which generally do not exceed 75 days, are not impacted by a suppliers’ participation in the SCF Program.

There are no assets pledged as security or other forms of guarantees provided specifically under the SCF Program, however the obligations under the SCF Program benefit from guarantees and collateral provided under our revolving credit facility to which the financial institutions involved in the SCF Program are a party to.

The Company’s outstanding payment obligations under its SCF Program are recorded within accounts payable in the Company’s condensed consolidated balance sheets and the corresponding payments are reflected in cash flows from operating activities within the Company’s condensed consolidated statements of cash flows.

As of April 30, 2025, the Company had $ 45.0 million of payment obligations outstanding under the SCF Program.

During the three months ended April 30, 2025, the Company settled obligations of $ 41.8 million through the SCF Program.

The following supply chain finance program activity is presented for the three-month period indicated below:

April 30, 2025

(In thousands)

Confirmed obligations outstanding at beginning of period

Invoices confirmed during the period

Confirmed invoices paid during the period

Confirmed obligations outstanding at end of period

NOTE 9 – REVENUE RECOGNITION

5 unchanged sentences

Wholesale Operations Segment.

Wholesale revenues include sales of products to retailers under owned, licensed and private label brands, as well as sales related to the Vilebrequin and Karl Lagerfeld businesses, including from retail stores operated by Vilebrequin and Karl Lagerfeld, other than sales of product under the Karl Lagerfeld Paris brand generated by the Company’s retail stores and digital outlets.

Wholesale revenues include sales of products to retailers under owned, licensed and private label brands, as well as sales related to the Karl Lagerfeld and Vilebrequin businesses, including from retail stores operated by Karl Lagerfeld and Vilebrequin, other than sales of product under the Karl Lagerfeld Paris brand generated by the Company’s retail stores and digital platforms.

Wholesale revenues from sales of products are recognized when control transfers to the customer.

The Company considers control to have been transferred when the Company has transferred physical possession of the product, the Company has a right to payment for the product, the customer has legal title to the product and the customer has the significant risks and rewards of the product.

Wholesale revenues are adjusted by variable

consideration arising from implicit or explicit obligations.

Wholesale revenues also include revenues from license agreements related to the DKNY, Donna Karan, Karl Lagerfeld, G.H.

Bass, Andrew Marc, Vilebrequin and Sonia Rykiel trademarks owned by the Company.

The Company considers control to have been transferred when the Company has

transferred physical possession of the product, the Company has a right to payment for the product, the customer has legal title to the product and the customer has the significant risks and rewards of the product.

Wholesale revenues are adjusted by variable consideration arising from implicit or explicit obligations.

Wholesale revenues also include revenues from license agreements related to trademarks associated with the Company’s owned brands.

As of April 30, 2025, revenues from license agreements related to trademarks associated with the Company’s owned brands represented an insignificant portion of wholesale revenues.

Retail Operations Segment.

8 unchanged sentences

The Company’s contract liabilities, which are recorded within accrued expenses in the accompanying condensed consolidated balance sheets, primarily consist of gift card liabilities and advance payments from licensees.

In some of its retail concepts, the Company also offers a limited loyalty program where customers accumulate points redeemable for cash discount certificates that expire 90 days after issuance.

Total contract liabilities were $ 4.6 million, $ 3.3 million and $ 5.2 million at October 31, 2024, October 31, 2023 and January 31, 2024, respectively.

The Company recognized $ 3.6 million in revenue for the three months ended October 31, 2024 related to contract liabilities that existed at July 31, 2024.

The Company recognized $ 4.5 million in revenue for the nine months ended October 31, 2024 related to contract liabilities that existed at January 31, 2024.

There were no contract assets recorded as of October 31, 2024, October 31, 2023 and January 31, 2024.

Substantially all of the advance payments from licensees as of October 31, 2024 are expected to be recognized as revenue within the next twelve months.

Total contract liabilities were $ 4.8 million, $ 4.8 million and $ 5.9 million at April 30, 2025, April 30, 2024 and January 31, 2025, respectively.

The Company recognized $ 4.5 million in revenue for the three months ended April 30, 2025 related to contract liabilities that existed at January 31, 2025.

The Company recognized $ 3.6 million in revenue for the three months ended April 30, 2024 related to contract liabilities that existed at January 31, 2024.

There were no contract assets recorded as of April 30, 2025, April 30, 2024 and January 31, 2025.

Substantially all of the advance payments from licensees as of April 30, 2025 are expected to be recognized as revenue within the next twelve months.

NOTE 10 – SEGMENTS

2 unchanged sentences

wholesale operations and retail operations.

The 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, including from retail stores operated by Vilebrequin and Karl Lagerfeld, other than sales of product under the Karl Lagerfeld Paris brand generated by the Company’s retail stores and digital outlets.

Wholesale revenues also include royalty revenues from license agreements related to the DKNY, Donna Karan, Karl Lagerfeld, Vilebrequin, G.H.

Bass, Andrew Marc and Sonia Rykiel trademarks owned by the Company.

The wholesale operations segment includes sales of products to retailers under owned, licensed and private label brands, as well as sales related to the Karl Lagerfeld and Vilebrequin businesses, including from retail stores operated by Karl Lagerfeld and Vilebrequin, other than sales of product under the Karl Lagerfeld Paris brand generated by the Company’s retail stores and digital platforms.

Wholesale revenues also include revenues from license agreements related to trademarks associated with the Company’s owned brands.

The retail operations segment consists primarily of direct sales to consumers through company-operated stores, which consists primarily of DKNY and Karl Lagerfeld Paris stores, as well as the digital channels for DKNY, Donna Karan, Karl Lagerfeld Paris, G.H.

1 unchanged sentence

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

The following segment information is presented for the three and nine month periods indicated below:

Three Months Ended October 31, 2024

Elimination (1)

(In thousands)

Cost of goods sold

Selling, general and administrative expenses

Depreciation and amortization

Operating profit (loss)

Three Months Ended October 31, 2023

Elimination (1)

(In thousands)

Cost of goods sold

Selling, general and administrative expenses

Depreciation and amortization

Asset impairments

Operating profit (loss)

Nine Months Ended October 31, 2024

The Company determines its operating segments based on how the chief operating decision maker (“CODM”) views and analyzes each segment’s operations and performance.

The Company’s CODM is its Chief Executive Officer.

The CODM utilizes operating profit or loss as the measure of segment profit or loss.

The CODM uses operating profit or loss to determine resource allocation and operational decisions for matters including, but not limited to, compensation, advertising and facilities needs.

All historical financial segment information has been recast to conform to the new disclosure requirements under Accounting Standard Update (“ASU”) 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.”

The following segment information is presented for the three month periods indicated below:

Three Months Ended April 30, 2025

Elimination (1)

2 unchanged sentences

Selling, general and administrative expenses:

Facility fees

Other segment items (2)

Total selling, general and administrative expenses

Depreciation and amortization

Operating profit (loss)

Nine Months Ended October 31, 2023

Three Months Ended April 30, 2024

Elimination (1)

2 unchanged sentences

Selling, general and administrative expenses:

Facility fees

Other segment items (2)

Total selling, general and administrative expenses

Depreciation and amortization

Asset impairments

Operating profit (loss)

(1) Represents intersegment sales to the Company’s retail operations segment.

(2) Other segment items include design and product development costs, professional fees, office expenses, freight and packaging and other selling, general and administrative expenses.

The total net sales by licensed and proprietary product sales for each of the Company’s reportable segments are as follows:

Three Months Ended

Nine Months Ended

October 31, 2024

October 31, 2023

October 31, 2024

October 31, 2023

April 30, 2025

April 30, 2024

(In thousands)

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Retail net sales

The Company allocates overhead to its business segments on various bases, which include units shipped, space utilization, inventory levels and relative sales levels, among other factors.

The method of allocation has been applied consistently on a period-to-period basis.

The total assets for each of the Company’s reportable segments, as well as assets not allocated to a segment, are as follows:

October 31, 2024

October 31, 2023

April 30, 2025

April 30, 2024

January 31, 2025

(In thousands)

Capital expenditures during the three months ended April 30, 2025 for the wholesale operations segment and retail operations segment were $ 2.3 million and $ 1.0 million, respectively.

NOTE 11 – STOCKHOLDERS’ EQUITY

For the three months ended October 31, 2024, the Company issued no shares of common stock and utilized no shares of treasury stock in connection with the vesting of equity awards.

For the three months ended October 31, 2023, the Company issued no shares of common stock and utilized 4,354 shares of treasury stock in connection with the vesting of equity awards.

For the nine months ended October 31, 2024, the Company issued no shares of common stock and utilized 366,714 shares of treasury stock in connection with the vesting of equity awards.

For the nine months ended October 31, 2023, the Company issued no shares of common stock and utilized 608,325 shares of treasury stock in connection with the vesting of equity awards.

NOTE 11 – FABCO

On April 17, 2024, the Company acquired from Amlon Capital B.V.

(“Amlon”) the remaining 25 % interest in Fabco that it did not previously own for $ 0.2 million.

Additionally, at the date of the transaction, there were $ 1.2 million of payables due from Fabco to Amlon.

As settlement of a portion of the outstanding payables, the Company issued a non-interest bearing promissory note to Amlon in the principal amount of $ 0.6 million of which $ 0.4 million of the principal amount is due and payable on April 17, 2025 and $ 0.2 million of the principal amount is due and payable on April 17, 2026.

The promissory note is classified in notes payable in the Company’s condensed consolidated balance sheet as of October 31, 2024.

The remaining $ 0.6 million of payables due to Amlon was forgiven, resulting in the Company recognizing a gain of $ 0.6 million within other income (loss) in the Company’s condensed consolidated statements of income and comprehensive income.

Since the Company controlled Fabco prior to this transaction and continues to control Fabco after the transaction, the Company accounted for the change in its ownership interest in Fabco as an equity transaction, which was reflected as a reduction of the noncontrolling interest with a corresponding decrease to additional paid in capital as a result of losses incurred by Fabco.

No gain or loss was recognized in the Company’s condensed consolidated statements of income and comprehensive income as a result of this transaction.

NOTE 12 – AWWG INVESTMENT

In May 2024, the Company acquired a 12.1 % minority interest in AWWG for € 50 million ($ 53.6 million).

AWWG is a global fashion group and premier platform for international brands.

AWWG owns a portfolio of brands including Hackett, Pepe Jeans and Façonnable.

This investment is intended to leverage AWWG’s expertise and provide for synergies to support the Company’s international expansion priority through the development of its operational platform in Europe.

In July 2024, the Company acquired an additional 6.6 % minority interest in AWWG for € 27.1 million ($ 29.1 million), increasing its total ownership interest to 18.7 %.

The investment in AWWG is owned by G-III Foreign Holdings B.V., a wholly-owned subsidiary of the Company.

G-III Foreign Holdings B.V.

reports results on a calendar year basis rather than on the January 31 fiscal year basis used by the Company.

Prior to the additional investment made in July 2024, the Company accounted for its investment in AWWG using the cost method and the investment was classified in other assets, net in the Company’s condensed consolidated balance sheet.

As of the date of the additional investment made in July 2024, the Company determined it has significant influence in accordance with ASC 323 and, as a result, converted the accounting for the investment from the cost method to the equity method of accounting.

The investment is classified in investments in unconsolidated affiliates in the Company’s condensed consolidated balance sheet as of October 31, 2024.

For the three months ended April 30, 2025, the Company issued no shares of common stock and utilized 213,829 shares of treasury stock in connection with the vesting of equity awards.

For the three months ended April 30, 2024, the Company issued no shares of common stock and utilized 267,129 shares of treasury stock in connection with the vesting of equity awards.

NOTE 12 – RECENT ADOPTED AND ISSUED ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Guidance

There was no accounting guidance adopted during the three months ended October 31, 2024.

There was no accounting guidance adopted during the three months ended April 30, 2025.

Issued Accounting Guidance Being Evaluated for Adoption

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ ASU”) 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures”.

The ASU expands the scope and frequency of segment disclosures and introduces the concept of a “significant expense principle,” which requires entities to disclose significant expense categories and amounts that are regularly provided to the chief operating decision maker (“CODM”) and included within the reported measure of a segment’s profit or loss.

The ASU also changes current disclosure requirements by allowing entities to report multiple measures of a segment’s profit or loss, provided the reported measures are used by the CODM to assess performance and allocate resources and that the measure closest to GAAP is also provided.

Finally, the ASU requires all segment profit or loss and assets disclosures to be provided on both an annual and interim basis and requires entities to disclose the title and position of the individual identified as the CODM.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and shall be applied retrospectively to all periods presented in the financial statements.

The Company is currently evaluating the standard and determining the extent of additional interim and annual segment disclosures that may be required.

In December 2023, the FASB issued ASU 2023-09 , “Income Taxes (Topic 740):

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09 , “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures”.

4 unchanged sentences

Early adoption is permitted.

The Company is currently evaluating the standard and determining the extent of additional disclosures that may be required.

The Company expects to adopt this standard in its Annual Report on Form 10-K for fiscal 2026 and is currently evaluating the standard and determining the extent of additional disclosures that may be required.

In November 2024, the FASB issued ASU 2024-03 , “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

6 unchanged sentences

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 1. Financial Statements