What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-06-06 compared with 2024-12-10 · 180 added, 206 removed, 143 unchanged (73% of the section changed)

4 unchanged sentences

For example, our fiscal year ending January 31, 2026 is referred to as “fiscal 2026.”

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

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 G-III’s fiscal quarter end.

For example, with respect to our 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.

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

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

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

Our retail operations segment uses 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 and ended on November 2, 2024 and October 28, 2023, 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.

Forward-looking statements are based on current expectations and are indicated by words or phrases such as “anticipate,” “estimate,” “expect,” “will,” “project,” “we believe,” “is or remains optimistic,” “currently envisions,” “forecasts,” “goal” and similar words or phrases and involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from the future results, performance or achievements expressed in or implied by such forward-looking statements.

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

Various statements contained in this Quarterly Report on 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.

Forward-looking statements are based on current expectations and are indicated by words or phrases such as “anticipate,” “estimate,” “expect,” “will,” “project,” “believe,” “envision,” “forecast” and similar words or phrases and involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed in or implied by such forward-looking statements.

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

2 unchanged sentences

● 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;

and its Calvin Klein or Tommy Hilfiger brands could 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 and business practices of our customers that could adversely affect us;

● risks associated with our wholesale operations including risks relating to the image of our proprietary brands and business practices of our customers;

● our use of social media and our collaborations with influencers;

● our significant customer concentration, and the risk that the loss of one of our largest customers could adversely affect our business;

2 unchanged sentences

● dependence on existing management;

● our ability to make strategic acquisitions and possible disruptions from acquisitions, including our ownership of the entire Karl Lagerfeld business, and the risks associated with such acquisitions on our ability to maintain an effective internal control environment;

● need for additional financing;

● our ability to make strategic acquisitions and investments and possible disruptions from acquisitions, including our ownership of the entire Karl Lagerfeld business, and the risks associated with our ability to maintain an effective internal control environment;

● the need for additional financing;

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

2 unchanged sentences

● the need to protect our trademarks and other intellectual property;

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

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

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

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

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

● our dependence on foreign manufacturers;

2 unchanged sentences

● the need to successfully upgrade, maintain and secure our information systems;

● increased exposure to consumer privacy, cybersecurity and fraud concerns, including as a result of a remote working environment;

● increased exposure to consumer privacy, cybersecurity and fraud concerns;

● possible adverse effects of data security or privacy breaches;

11 unchanged sentences

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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 our key brands:

DKNY, Donna Karan, Karl Lagerfeld, Nautica and Halston, as well as other major brands that currently drive our business, including Calvin Klein and Tommy Hilfiger.

We distribute our products through multiple channels and in markets located in a variety of geographies.

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

G-III is a global leader in fashion with expertise in design, sourcing, distribution and marketing, which enables us to fuel growth across a portfolio of over 30 globally recognized owned and licensed brands, anchored by our key owned brands:

DKNY, Donna Karan, Karl Lagerfeld and Vilebrequin as well as other major brands that currently drive our business.

We develop product across a diverse range of lifestyle categories which include:

outerwear, dresses, sportswear, suit separates, athleisure, jeans, swimwear, as well as handbags, footwear, small leather goods, cold weather accessories and luggage.

Our brands are positioned to sell at various price points with global distribution across a diverse mix of channels and geographies to reach a broad range of consumers.

We also license the use of our trademarks to third parties for product categories and in regions where we believe our licensees’ expertise can better serve our brands.

Our owned 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 have an extensive portfolio of well-known licensed brands, including Calvin Klein, Tommy Hilfiger, Nautica, Halston, Levi’s, Kenneth Cole, Cole Haan, Vince Camuto, Dockers, Champion, Converse and BCBG.

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.

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

colleges and universities.

We also source and sell products to major retailers for their own private label programs.

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 operates significant digital businesses.

Our products are sold through a cross section of leading retailers such as Macy’s, Bloomingdale’s, Dillard’s, Saks Fifth Avenue, Nordstrom, El Cortes Ingles, Kohl’s, Saks OFF 5 TH , TJ Maxx, Marshall’s, Ross Stores, Burlington and Costco.

We also sell our products using digital channels through retail partners such as macys.com, bloomingdales.com, nordstrom.com and dillards.com, each of which operates significant digital businesses.

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

2 unchanged sentences

We operate in fashion markets that are intensely competitive.

Our ability to continuously evaluate and respond to changing consumer demands and tastes, across multiple market segments, distribution channels and geographic areas is critical to our success.

Our ability to continuously evaluate and respond to changing consumer demands and tastes, across multiple market segments, distribution channels and geographic areas is critical to

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 continued success depends 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 continued success depends 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.

1 unchanged sentence

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

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 we have successfully grown the brand.

In February 2024, we relaunched the Donna Karan brand with new designs supported by a powerful ad campaign and an updated digital experience.

Our new Donna Karan product is currently being distributed in the United States through our diversified distribution network, including better department stores, digital channels and our own Donna Karan website.

We intend to continue to focus on several initiatives to continue the momentum and invest in marketing to further drive awareness of the Donna Karan brand, as well as to expand the brand into complementary categories through licensing.

Donna Karan is widely considered to be 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.

Investment in AWWG

In May 2024, we acquired a 12.1% minority interest in AWWG Investments B.V.

(“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.

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

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

License Agreements

In fiscal 2025, we entered into license agreements for (i) men’s and women’s apparel under the Converse brand and (ii) women’s apparel under the BCBG brand.

In fiscal 2024, we entered into license agreements (i) for women’s apparel under the Nautica brand, (ii) to design and produce all categories of men’s and women’s product for the Halston brand and (iii) to design and produce men’s and women’s outerwear collections for the Champion brand.

Each of these license agreements include an initial term of five-years with certain renewal options.

The products produced under these license agreements is distributed, or expected to be distributed, in North America through our diversified distribution network, including better department stores, digital channels, as well as other channels.

Additionally, our Halston and Converse product is expected to be distributed globally.

First deliveries of our Converse and BCBG products are expected to begin in Fall 2025.

First deliveries of our Nautica product began in Spring 2024, and Halston and Champion product began in Fall 2024.

We believe that significant opportunity exists in the categories subject to these license agreements where we have strong expertise, and the products produced, or expected to be produced, under these license agreements align with G-III’s core competencies.

Third Amended and Restated ABL Credit Agreement

In June 2024, our subsidiaries, G-III Leather Fashions, Inc., Riviera Sun, Inc., AM Retail Group, Inc.

and The Donna Karan Company Store LLC (collectively, the “Borrowers”), entered into the third amended and restated credit agreement (the “Third ABL Credit Agreement”) with the lenders named therein and with JPMorgan Chase Bank, N.A., as administrative agent.

The Third ABL Credit Agreement is a five-year senior secured asset-based revolving credit facility providing for borrowings in an aggregate principal amount of up to $700 million.

We and certain of our wholly-owned domestic subsidiaries, as well as G-III Apparel Canada ULC (collectively, the “Guarantors”), are guarantors under the Third ABL Credit Agreement.

The Third ABL Credit Agreement amends and restates the Second Amended Credit Agreement, dated as of August 7, 2020 (as amended, supplemented or otherwise modified from time to time prior to June 4, 2024, the “Second Credit Agreement”), by and among the Borrowers and the Guarantors, the lenders from time-to-time party thereto, and JPMorgan Chase Bank, N.A., in its capacity as the administrative agent thereunder.

The Second Credit Agreement provided for borrowings of up to $650 million and was due to expire on August 7, 2025.

The Third ABL Credit Agreement extends the maturity date to June 2029, subject to a springing maturity date as defined within the credit agreement.

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

Borrowings bear interest, at the Borrowers’ option, at Adjusted Term Secured Overnight Financing Rate (“SOFR”) plus a margin of 1.50% to 2.00%, or the alternate base rate plus a margin of 0.50% to 1.00% (defined as the greatest of (i) the “prime rate” of JPMorgan Chase Bank, N.A.

from time to time, (ii) the federal funds rate plus 0.5% and (iii) 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.

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

Senior Secured Notes Redemption

In August 2024, we used cash on hand and borrowings from our revolving credit facility to make a $400.7 million payment to voluntarily redeem the entire $400 million principal amount of our 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.

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 Karl Lagerfeld and Vilebrequin businesses, including from retail stores operated by Vilebrequin and Karl Lagerfeld, other than sales of product under the Karl Lagerfeld Paris brand generated by our retail stores and digital sites.

Our 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 our retail stores and digital sites.

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

Bass, Andrew Marc, Vilebrequin and Sonia Rykiel.

Bass, Andrew Marc, Vilebrequin and Sonia Rykiel in product categories we do not produce ourselves.

Our retail operations segment consists primarily of direct sales to consumers through our company-operated stores and product sales through our digital sites for the DKNY, Donna Karan, Karl Lagerfeld Paris, G.H.

Bass and Wilsons Leather brands.

Our company-operated stores primarily consist of DKNY and Karl Lagerfeld Paris retail stores, substantially all of which are operated as outlet stores.

As of April 30, 2025, our retail operations segment consisted of 48 company-operated stores for our DKNY and Karl Lagerfeld Paris brands, substantially all of which are operated as outlet stores in North America.

Trends Affecting Our Business

In April 2025, the United States imposed a minimum 10% tariff on most foreign imports into the United States and additional individualized reciprocal tariffs on imports from certain countries.

The tariffs most relevant to us include, but are not limited to, (i) an additional 125% tariff on all imports from China resulting in a total incremental tariff of 145%, (ii) an additional 46% tariff on imports from Vietnam and (iii) an additional 32% tariff on imports from Indonesia.

During fiscal 2025, approximately 76% of our product was sourced from China, Vietnam and Indonesia.

Implementation of these reciprocal tariffs has been temporarily paused with partial tariffs levied.

Tariffs levied on China have been reduced from 145% to 30% for a 90 day period beginning in May 2025, while all remaining countries on which tariffs have been imposed have a temporary tariff of 10% for a 90 day period that began in April 2025.

We are continuing to monitor developments with respect to these policy changes and proposals, as well as exploring options to mitigate potential impacts of tariffs, including diversifying our sourcing mix, reducing product costs, and evaluating the potential for price increases.

As a result of the tariffs levied on China, we had suspended substantially all shipments from China.

With the current administration’s announcement that the tariffs on imports from China have been paused, we are resuming shipping from China on a selective basis.

We anticipate that other importers are experiencing similar circumstances and, as a result, we expect challenges in shipping goods from China.

Ocean carriers have cancelled sailings and have removed vessels from service resulting in limited capacity which may cause delays in booking and shipping product as well as elevated ocean freight charges.

Additional tariffs imposed on imports from China are causing importers to shift production to lower tariff territories, further impacting ocean carrier’s capacities.

The recent changes to tariffs are increasing costs for importers, impacting demand and affecting ocean container shipping due to limited alternatives for moving goods.

Industry Trends

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

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

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

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

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

We distribute our products through multiple channels, including online through retail partners such as macys.com, bloomingdales.com, nordstrom.com and dillards.com, each of which operates a significant online business.

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

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

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

Bass, Wilsons Leather and Sonia Rykiel brands.

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

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

A number of retailers have experienced financial difficulties, which in some cases have resulted in bankruptcies, liquidations and/or store closings, such as the recent bankruptcy filing by Hudson’s Bay Company.

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

5 unchanged sentences

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

We have also responded with the strategic acquisitions made by us, such as our purchase of the interests not previously owned by us that resulted in Karl Lagerfeld becoming our wholly-owned subsidiary, new license agreements entered into by us, such as our recent license agreements for the Nautica, Halston, Champion and Converse brands and investments to accelerate our strategic priorities, such as our investment in AWWG.

We have also responded with the strategic acquisitions made by us, such as our purchase of the interests not previously owned by us that resulted in Karl Lagerfeld becoming our wholly-owned subsidiary, new license agreements entered into by us, such as our recent license agreements for the Nautica, Halston, Champion, Converse and BCBG brands and investments to accelerate our strategic priorities, such as our investment in AWWG.

Our actions added to our portfolio of licensed and proprietary brands and helped diversify our business by adding new product lines and expanding distribution channels.

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

Calvin Klein and Tommy Hilfiger Licenses

The sale of licensed products is an important part of our business.

Net sales of products under the Calvin Klein and Tommy Hilfiger brands constituted approximately 34.0% of our net sales in fiscal 2025 and approximately 41.0% of our net sales in fiscal 2024.

Our licenses for Calvin Klein and Tommy Hilfiger products began expiring on a staggered basis on December 31, 2024 and continue through December 31, 2027.

We have the right to request an extension of the Calvin Klein and Tommy Hilfiger licenses for the women’s suits category through December 31, 2029.

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 staggered expirations of the Calvin Klein and Tommy Hilfiger license agreements will cause a significant decrease in our net sales and have a material adverse effect on our results of operations.

In fiscal 2025, we experienced a $188.4 million decrease in net sales of Calvin Klein and Tommy Hilfiger licensed products which were more than offset by a $254.4 million increase in net sales of our DKNY, Donna Karan and Karl Lagerfeld products.

In fiscal 2024, we experienced a $278.4 million decrease in net sales of Calvin Klein and Tommy Hilfiger

licensed products which were partially offset by a $139.1 million increase in net sales of our DKNY and Karl Lagerfeld products.

Our relaunch of our Donna Karan brand began in Spring 2024 and did not have a significant impact on net sales in fiscal 2024.

We also recognize higher gross profit percentages on sales of products under our owned brands.

While our recent ability to offset decreases in net sales of Calvin Klein and Tommy Hilfiger licensed products either in full or in part does not guarantee our ability to continue to do so in the future, we believe we will achieve strong growth of our owned brands.

We will take strategic actions to mitigate the loss of this business by continuing to develop and expand our owned brands, such as DKNY, Donna Karan and Karl Lagerfeld, through new product lines, marketing initiatives, international growth and executing on digital channel business opportunities.

We also seek to expand sales in our go-forward portfolio of licensed brands, including our team sports business, as well as through our recent licenses for the Nautica, Halston and Champion brands that launched in fiscal 2025 and the Converse and BCBG brands that will launch in fiscal 2026.

Excluding licenses that we have the right to request a term extension, the Calvin Klein and Tommy Hilfiger licenses that expired in fiscal 2025 or have expiration dates in our fiscal 2026 through fiscal 2028 years contributed the following net sales to our total net sales in fiscal 2025:

Portion of Total G-III Fiscal 2025 Net Sales

(in thousands, except for percentages)

Calvin Klein and Tommy Hilfiger license expirations by date:

December 31, 2024

December 31, 2025

December 31, 2026

December 31, 2027

Political Environment

In November 2024, the U.S.

presidential election resulted in the election of a new president and administration that will take effect in January 2025.

The potential impact of new policies that may be implemented as a result of the new administration is currently uncertain.

The potential long-term impact of new policies that may be implemented as a result of the current administration is currently uncertain.

Any resulting changes in international trade relations, legislation and regulations (including those related to taxation and importation), economic and monetary policies, heightened diplomatic tensions or political and civil unrest, among other potential impacts, could adversely impact the global economy and our operating results.

Tax Laws and Regulations

In December 2022, the Council of the European Union (“EU”) announced that EU member states reached an agreement to implement the minimum tax component of the Organization for Economic Co-operation and Development’s international tax reform initiative, known as Pillar Two.

The Pillar Two Model Rules provide for a global minimum tax of 15% for multinational enterprise groups, and is effective for fiscal 2025.

While we do not expect these rules to have a material impact on our effective tax rate or financial results, we will continue to monitor evolving tax legislation in the jurisdictions in which we operate.

In August 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law which contains several tax-related provisions.

Among other effects, the IRA created an excise tax of 1% on stock repurchases by publicly traded U.S.

corporations effective after December 31, 2022.

The excise tax on common stock repurchases is classified as an additional cost of the stock acquired included in treasury stock in shareholders' equity.

The excise tax did not have a material impact on our results of operations and cash flows as of and for the nine months ended October 31, 2024.

Foreign Currency Fluctuation

Our consolidated operations are impacted by the relationships between our reporting currency, the U.S.

dollar, and those of our non-United States subsidiaries whose functional/local currency is other than the U.S.

dollar, primarily the Euro.

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.

Inflation and Interest Rates

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

Recent high rates of inflation, including increased fuel and food prices, have led to a softening of consumer demand and increased promotional activity in the apparel categories we sell.

Recent high rates of inflation, including increased fuel and food prices and the enactment of additional tariffs by the United States government, have led to a softening of consumer demand, increased promotional activity in the apparel categories we sell and higher pricing of our products.

Ongoing inflation may lead to further challenges to increase our sales and may also negatively impact our cost structure and labor costs in the future.

The Federal Reserve raised interest rates several times in fiscal 2024 in response to concerns about inflation.

The Federal Reserve recently decreased interest rates in the third quarter of fiscal 2025, however it is unclear whether the Federal Reserve will further reduce interest rates, maintain the current rates or raise interest rates in the future.

The Federal Reserve increased interest rates several times in fiscal 2024 in response to concerns about inflation.

The Federal Reserve began to decrease interest rates in fiscal 2025, however it is unclear whether the Federal Reserve will reduce, increase or maintain the current rates in the future.

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

1 unchanged sentence

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

Our consolidated operations are impacted by the relationships between our reporting currency, the U.S.

Dollar, and those of our non-United States subsidiaries whose functional/local currency is other than the U.S.

Dollar, primarily the Euro.

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.

The global supply chain continues to be negatively impacted by various factors, including the ongoing disruptions in the Red Sea, port congestion and capacity shortages in Asia and recent and threatened port strikes on the U.S.

East and Gulf coasts and in Canada .

Although our business has not been significantly impacted by such disruptions, we have experienced some shipping delays impacting the timing of inventory receipts.

These delays have not yet resulted in a significant loss of customer sales and the increase in transportation costs to North America has not yet been significant.

We have incurred and will continue to incur increased shipping costs to North America and Europe in the second half of fiscal 2025.

The global supply chain continues to be negatively impacted by various factors, including the recent reciprocal tariffs imposed across all countries, the ongoing disruptions in the Red Sea, port congestion and capacity shortages in Asia.

The imposition of tariffs by the U.S.

government and certain foreign jurisdictions, along with geopolitical tensions, have created an uncertain environment for global trade.

As the impact of new or increased tariffs, quotas, embargoes or other trade barriers that could impact our supply chain and cost structure is dependent on global trade negotiations, we continue to monitor these changing tariffs and trade restrictions.

We source all of our products from a global network of independent, third-party manufacturers, primarily located in Asia.

The United States announced a temporary reduction in tariffs on imports from China for a 90 day period beginning in May 2025.

As importers seek to resume shipping activity during this period, we anticipate challenges in shipping goods from China due to limited capacity available on ocean carriers, resulting in delays in shipping product and elevated ocean freight charges.

Conflicts in the Middle East have caused major disruptions to global supply chains by impacting critical shipping routes through the Suez Canal and Red Sea for cargo, adding time and cost to shipments.

Recent strike actions in the United States caused importers to shift goods from East Coast ports to the West Coast creating congestion at West Coast ports, as well as through Canadian ports.

European ports are also experiencing congestion due to the disruption of timing and arrivals due to Red Sea diversions.

This congestion has continued in the first half of fiscal 2026.

Although our business has not been significantly impacted by such disruptions, we have experienced shipping delays, impacting the timing of inventory receipts.

These delays have not resulted in any significant losses of customer sales.

We continue to monitor supply chain challenges and coordinate with our partners to divert or adjust routes and destinations accordingly to ensure timely delivery of our product.

International Conflicts

We are monitoring the direct and indirect impacts from the military conflicts between Russia and Ukraine and between Israel and Hamas, as well as other confrontations in the Middle East related to the Israel and Hamas conflict.

We are monitoring the direct and indirect impacts from the military conflicts in Ukraine and the Middle East.

These international conflicts and the continued threat of terrorism, heightened security measures and military action in response to acts of terrorism or civil unrest have disrupted commerce and intensified concerns regarding the United States and world economies.

4 unchanged sentences

Results of Operations

Three months ended October 31, 2024 compared to three months ended October 31, 2023

Net sales for the three months ended October 31, 2024 increased to $1.09 billion from $1.07 billion in the same period last year.

Three months ended April 30, 2025 compared to three months ended April 30, 2024

Net sales for the three months ended April 30, 2025 decreased to $583.6 million from $609.7 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, 2024 from $1.05 billion in the comparable period last year.

This increase was primarily the result of an increase in net sales of our DKNY and Karl Lagerfeld products, as well as our Donna Karan products and Nautica denim licensed products that primarily started shipping during the current year.

The increase in sales of DKNY products was primarily related to performance wear, sportswear and denim categories.

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

These increases were partially offset by decreases in net sales of Calvin Klein and Tommy Hilfiger licensed products.

Net sales of our retail operations segment were $42.3 million for the three months ended October 31, 2024 compared to $32.7 million in the same period last year.

The number of retail stores operated by us decreased from 62 at October 31, 2023 to 51 at October 31, 2024.

Net sales of our wholesale operations segment decreased to $562.6 million for the three months ended April 30, 2025 from $597.8 million in the comparable period last year.

We sell a broad range of products at varying price points and deliver newly designed products each year.

In addition, we have certain revenues, primarily from royalty revenues, that are not based on our shipping units of product.

In total, our decrease in sales was driven by a decrease in the number of units we shipped.

The decrease in net sales of our wholesale operations segment was primarily the result of decreases in net sales of $58.1 million of our Calvin Klein and Tommy Hilfiger licensed products as well as third-party private label products.

These decreases were partially offset by increases in net sales of $40.9 million of our DKNY, Donna Karan and Karl Lagerfeld products.

The increase in sales of DKNY products was primarily related to jeanswear categories.

in sales of Donna Karan products was primarily related to dresses, sportswear and suits categories.

The increase in sales of Karl Lagerfeld products was primarily related to sportswear, shoes and dresses categories.

Net sales of our retail operations segment increased to $36.4 million for the three months ended April 30, 2025 from $30.5 million in the same period last year.

The number of retail stores operated by us decreased from 52 at April 30, 2024 to 48 at April 30, 2025.

The increase in sales in our retail operations segment was the result of increased sales at our Karl Lagerfeld Paris and DKNY stores.

Comparable store sales, which include both stores and digital channels, increased by high double digits at our Karl Lagerfeld Paris and DKNY stores compared to the same period in the prior year.

Gross profit was $432.1 million, or 39.8% of net sales, for the three months ended October 31, 2024, compared to $433.4 million, or 40.6% of net sales, in the same period last year.

The gross profit percentage in our wholesale operations segment was 38.4% in the three months ended October 31, 2024 compared to 39.6% in the same period last year.

The gross profit percentage in the current year period decreased due to product mix, partially offset by an increased proportion of sales of product related to our owned brands which have no royalty costs and thus result in a higher gross profit percentage .

The gross profit percentage in our retail operations segment was 52.3% for the three months ended October 31, 2024 compared to 49.1% for the same period last year.

The gross profit percentage in the current year period was positively impacted by product mix with a higher gross profit percentage.

Selling, general and administrative expenses increased to $259.2 million in the three months ended October 31, 2024 from $236.3 million in the same period last year.

The increase in expenses was primarily due to increases of $12.0 million in compensation expenses, primarily due to an increase in salaries and bonus expense accruals, $9.0 million in advertising expenses, primarily due to the relaunch of the Donna Karan brand and higher spending on the DKNY brand which was partially offset by reduced royalty advertising expenses resulting from lower net sales of licensed product, and $1.6 million in third-party warehouse and facility expenses

Depreciation and amortization was $6.6 million for both the three months ended October 31, 2024 and 2023.

Other income was $0.9 million in the three months ended October 31, 2024 compared to other loss of $3.1 million in the same period last year.

Other income in the current period was impacted by $0.3 million of income from unconsolidated affiliates during the current year period compared to $2.7 million of losses from unconsolidated affiliates in the same period last year.

Additionally, other income in the current period was impacted by $0.5 million of foreign currency income during the current year period compared to $0.4 million of foreign currency losses in the same period last year.

Interest and financing charges, net, for the three months ended October 31, 2024 were $6.4 million compared to $11.0 million in the same period last year.

The decrease in interest and financing charges was primarily due to a $4.3 million decrease in interest charges resulting from the redemption of the entire $400 million principal amount of the Notes in August 2024 that was partially offset by increased interest charges from higher average borrowings under our revolving credit facility in the current year period.

Additionally, there was a decrease of $0.7 million in interest charges related to the LVMH Note as a result of the repayment of $125 million in principal of this Note in fiscal 2024.

These decreases were partially offset by a $1.6 million charge to interest expense from extinguished debt issuance costs upon the redemption of the Notes.

Income tax expense was $46.2 million for the three months ended October 31, 2024 compared to $48.8 million for the same period last year.

Comparable store sales, which include both stores and digital channels, increased at our Karl Lagerfeld Paris and DKNY stores compared to the same period in the prior year.

Gross profit was $246.5 million, or 42.2% of net sales, for the three months ended April 30, 2025, compared to $258.9 million, or 42.5% of net sales, in the same period last year.

The gross profit percentage in our wholesale operations segment was 40.4% in the three months ended April 30, 2025 compared to 40.9% in the same period last year.

The gross profit percentage in our retail operations segment was 53.5% for the three months ended April 30, 2025 compared to 47.0% for the same period last year.

The gross profit percentage in the current year period was positively impacted from a better product assortment as well as increased digital sales of our Donna Karan products which have higher average unit retail prices.

Selling, general and administrative expenses decreased to $231.5 million in the three months ended April 30, 2025 from $236.6 million in the same period last year.

Selling, general and administrative expenses of our wholesale operations segment decreased to $209.7 million from $215.6 million in the comparable period last year.

The decrease in expenses was primarily due to decreases of (i) $5.8 million in advertising expenses, primarily due to the relaunch of the Donna Karan brand and higher spending on the DKNY brand in the prior year’s period and reduced royalty advertising expenses resulting from lower net sales of licensed product in the current period and (ii) $3.4 million in compensation expenses, primarily due to a decrease in bonus expense accruals and share based compensation.

These decreases were partially offset by an increase of $2.9 million in bad debt expense primarily related to allowances recorded against the outstanding receivables of certain customers due to bankruptcy, including Hudson’s Bay Company.

Selling, general and administrative expenses of our retail operations segment increased to $21.8 million from $21.0 million in the comparable period last year.

The increase in expenses is primarily due to an increase of $1.2 million in advertising expenses that were partially offset by a $0.8 million decrease in third party warehouse and facility expenses.

Depreciation and amortization was $6.6 million for the three months ended April 30, 2025 compared to $8.8 million in the same period last year.

This decrease primarily results from lower depreciation related to fixturing costs at department stores and assets related to digital e-commerce platforms.

Other income was $3.5 million in the three months ended April 30, 2025 compared to other loss of $0.2 million in the same period last year.

Other income in the current period consisted of $1.9 million of foreign currency income during the current year period compared to $0.6 million of foreign currency income in the same period last year.

Additionally, other income in the current period consisted of $1.6 million of income from unconsolidated affiliates during the current year period compared to $0.9 million of losses from unconsolidated affiliates in the same period last year.

Interest and financing charges, net, for the three months ended April 30, 2025 were $0.5 million compared to $5.4 million in the same period last year.

The decrease in interest and financing charges was primarily due to a $7.9 million decrease in interest charges resulting from the redemption of the entire $400 million principal amount of the Senior Secured Notes due 2025 in August 2024 that was partially offset by a $4.1 million decrease in investment income from having a larger cash position in the prior year’s period compared to the current period.

Income tax expense was $3.7 million for the three months ended April 30, 2025 compared to $2.3 million for the same period last year.

Our effective tax rate increased to 32.4% in the current year’s quarter from 29.3% in last year’s comparable quarter.

The higher effective tax rate in the current year period is primarily due to the impact of permanent tax adjustments on the annual effective tax rate.

Nine months ended October 31, 2024 compared to nine months ended October 31, 2023

Net sales for the nine months ended October 31, 2024 increased to $2.34 billion from $2.33 billion in the same period last year.

Net sales of our segments are reported before intercompany eliminations.

Net sales of our wholesale operations segment was $2.28 billion for both the nine months ended October 31, 2024 and 2023.

There was increases in net sales of our DKNY and Karl Lagerfeld products, as well as our Donna Karan products and Nautica denim licensed products that primarily started shipping during the current year.

The increase in sales of DKNY products was primarily related to performance wear, sportswear and denim categories.

The increase in sales of Karl Lagerfeld products was primarily related to women’s suits, shoes, handbags and sportswear.

These increases were partially offset by decreases in net sales of Calvin Klein and Tommy Hilfiger licensed products.

Net sales of our retail operations segment were $110.1 million for the nine months ended October 31, 2024 compared to $97.3 million in the same period last year.

The number of retail stores operated by us decreased from 62 at October 31, 2023 to 51 at October 31, 2024.

The increase in sales in our retail operations segment was the result of increased sales at our Karl Lagerfeld Paris stores, partially offset by decreased sales at our DKNY stores.

Comparable store sales, which include both stores and digital channels, increased by low double digits at our Karl Lagerfeld Paris and DKNY stores compared to the same period in the prior year.

Gross profit was $966.9 million, or 41.3% of net sales, for the nine months ended October 31, 2024, compared to $959.9 million, or 41.1% of net sales, in the same period last year.

The gross profit percentage in our wholesale operations segment was 39.8% in the nine months ended October 31, 2024 compared to 40.0% in the same period last year.

The gross profit percentage in our retail operations segment was 51.5% for the nine months ended October 31, 2024 compared to 50.2% for the same period last year.

The gross profit percentage in the current year period was positively impacted by product mix with a higher gross profit percentage.

Selling, general and administrative expenses increased to $724.9 million in the nine months ended October 31, 2024 from $703.5 million in the same period last year.

The increase in expenses was primarily due increases of $15.5 million in advertising expenses, primarily due to the relaunch of the Donna Karan brand and higher spending on the DKNY brand that was partially offset by reduced royalty advertising expenses resulting from lower net sales of licensed product, and $13.2 million in compensation expenses, primarily due to an increase in salaries.

These increases were partially offset by a decrease of $8.3 million in third-party warehouse and facility expenses associated with carrying lower levels of inventory.

Depreciation and amortization was $20.7 million for the nine months ended October 31, 2024 compared to $19.1 million in the same period last year.

This increase primarily results from higher depreciation and amortization related to information technology expenditures and fixturing costs at department stores.

Other loss was $2.2 million in the nine months ended October 31, 2024 compared to $2.0 million in the same period last year.

Interest and financing charges, net, for the nine months ended October 31, 2024 were $16.7 million compared to $32.7 million in the same period last year.

The decrease in interest and financing charges was primarily due to a $7.9 million increase in investment income from having a larger average cash position in fiscal 2025 compared to fiscal 2024.

Additionally, there was a $4.5 million decrease in interest charges resulting from the redemption of the entire $400 million principal amount of the Notes in August 2024 that was partially offset by increased interest charges from higher average borrowings under our revolving credit facility in the current year as well as a decrease of $3.6 million in interest charges related to the LVMH Note as a result of the repayment of $125 million in principal of this Note in fiscal 2024.

These decreases were partially offset by a $1.6 million charge to interest expense from extinguished debt issuance costs upon the redemption of the Notes.

Income tax expense was $57.9 million for the nine months ended October 31, 2024 compared to $55.7 million for the same period last year.

Our effective tax rate increased to 28.6% in the current year’s period from 27.5% in last year’s comparable period.

The higher effective tax rate in the current year period is due to the impact of permanent tax adjustments on the annual effective tax rate.

The higher effective tax rate in the current year period was due to the impact of permanent tax adjustments on the annual effective tax rate and discrete items in the quarter.

Liquidity and Capital Resources

2 unchanged sentences

The cash requirements of our business are primarily related to the seasonal buildup in inventories, compensation paid to employees, occupancy, 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 repurchase our shares, make investments and redeem the Notes.

As of October 31, 2024, we had cash and cash equivalents of $104.7 million and availability under our revolving credit facility of approximately $480 million.

As of October 31, 2024, we were in compliance with covenants under our revolving credit facility.

In August 2024, we used our cash and borrowings from our revolving credit facility to make a $400.7 million payment to voluntarily redeem the entire principal amount of the Notes plus accrued and unpaid interest.

We have also used cash to repurchase our shares and make strategic investments.

As of April 30, 2025, we had cash and cash equivalents of $257.8 million and availability under our revolving credit facility of approximately $480 million.

As of April 30, 2025, we were in compliance with all covenants under our revolving credit facility.

Senior Secured Notes

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

In August 2024, we used cash on hand and borrowings from our 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.

In August 2024, we used cash on hand and borrowings from our revolving credit facility 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, we had unamortized debt issuance costs of $1.6 million associated with the Notes.

12 unchanged sentences

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

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.

In addition to paying interest on any outstanding borrowings under the Third 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 0.375% 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 0.25% per annum on the average daily amount of the available commitments when the average usage is greater than or equal to 50% of the total available commitments.

The commitment fee accrues at a tiered rate equal to 0.375% 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 0.25% per annum on the average daily amount of the available commitments when the average usage is greater than or equal to 50% of the total available commitments.

The Third ABL Credit Agreement contains covenants that, among other things, restricts 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.

As of October 31, 2024, we were in compliance with these covenants.

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

As of April 30, 2025, we were in compliance with these covenants.

As of April 30, 2025, we 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, we 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.

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 bore interest at the rate of 2% per year.

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

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

Unsecured Loans

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 that were part of COVID-19 relief programs.

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

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 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 our 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 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, 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 EURIBOR plus a margin of 1.75% per annum, payable quarterly.

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

Certain of our foreign entities have also 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 balance of €2.0 million ($2.2 million) in 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, we had an aggregate balance of €5.0 million ($5.4 million) in borrowings outstanding under these credit facilities.

Outstanding Borrowings

Our primary operating cash requirements are to fund our seasonal buildup in inventories and accounts receivable, primarily during the second and third fiscal quarters each year.

Due to the seasonality of our business, we generally reach our peak borrowings under our asset-based credit facility during our third fiscal quarter.

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

We had $210.1 million in borrowings outstanding under our Third ABL Credit Agreement at October 31, 2024 and no borrowings outstanding under our Third ABL Credit Agreement at October 31, 2023.

Due to the seasonality of our business, we generally reach our peak borrowings under our revolving credit facility during our third fiscal quarter.

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

We had no borrowings outstanding under our Third ABL Credit Agreement at April 30, 2025 and 2024, respectively.

We redeemed the entire $400 million principal amount of the Notes in August 2024.

We had $400 million in borrowings outstanding under the Notes at October 31, 2023.

Our contingent liability under open letters of credit was approximately $9.0 million and $4.9 million at October 31, 2024 and 2023, respectively.

At October 31, 2023, we had $50 million of face value principal amount outstanding under the LVMH Note.

The amount outstanding under the LVMH Note was repaid during fiscal 2024.

We had an aggregate of €6.0 million ($7.3 million) and €8.6 million ($9.1 million) outstanding under the Company’s various unsecured loans as of October 31, 2024 and 2023, respectively.

We had €4.1 million ($4.6 million) and €1.8 million ($1.9 million) outstanding under our various overdraft facilities as of October 31, 2024 and 2023, respectively.

We had €2.0 million ($2.2 million) and €3.9 million ($4.2 million) outstanding under our foreign credit facility as of October 31, 2024 and 2023, respectively.

We had $400 million in borrowings outstanding under the Notes at April 30, 2024.

Our contingent liability under open letters of credit was approximately $2.6 million and $7.6 million at April 30, 2025 and 2024, respectively.

We had an aggregate of €4.9 million ($5.3 million) and

€7.9 million ($8.5 million) outstanding under our various unsecured loans as of April 30, 2025 and 2024, respectively.

We had €7.4 million ($8.0 million) and €6.4 million ($6.9 million) outstanding under our overdraft facilities as of April 30, 2025 and 2024, respectively.

We had €5.0 million ($5.4 million) and €12.1 million ($7.8 million) outstanding under our foreign credit facilities as of April 30, 2025 and 2024, respectively.

Supply Chain Finance Program

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

Our payment obligations confirmed under the SCF Program are due to a financial intermediary that will remit payment to our suppliers.

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

We are not a party to the agreements between the suppliers and the financial institution and have no economic interest in a supplier’s decision to sell a receivable.

Our payment obligations to our 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.

See Note 8 – “Supply Chain Finance Program” in the Notes to Condensed Consolidated Financial Statements for further discussion of the SCF Program.

Share Repurchase Program

In August 2023, 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 2024, we acquired 2,209,832 of our shares of common stock for an aggregate purchase price of $60.0 million, excluding excise tax.

Pursuant to this program, during the three months ended April 30, 2025, we acquired 807,437 of our shares of common stock for an aggregate purchase price of $19.7 million, excluding excise tax.

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 October 31, 2024, we had remaining 7,790,168 shares that are authorized for purchase under this program.

As of December 5, 2024, we had 43,886,707 shares of common stock outstanding.

As of April 30, 2025, we had remaining 6,982,731 shares that are authorized for purchase under this program.

As of June 3, 2025, we had 43,305,811 shares of common stock outstanding.

Cash from Operating Activities

We used $17.0 million in cash from operating activities during the nine months ended October 31, 2024, primarily as a result of increases of $317.3 million in accounts receivable and $12.0 million in inventories.

These items were offset, in part, by our net income of $144.8 million, an increase of $80.6 million in accounts payable and accrued expenses, a decrease of $23.2 million in income taxes and non-cash charges relating primarily to depreciation and amortization of $20.7 million and share-based compensation of $17.9 million.

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

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

Our fiscal year ending January 31, 2023 experienced inventory levels that were unusually high due to supply chain challenges throughout the industry during fiscal 2023.

This resulted in a reduction to our inventories as of October 31, 2023 as reflected in our condensed consolidated statement of cash flows.

We generated $93.8 million in cash from operating activities during the three months ended April 30, 2025, primarily as a result of our net income of $7.8 million and decreases of $143.7 million in accounts receivable and $21.6 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 $5.5 million.

These items were offset, in part, by decreases of $67.6 million in accounts payable and accrued expenses and $20.2 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 $117.6 million of cash in investing activities during the nine months ended October 31, 2024, primarily as a result of our $84.8 million investment in AWWG.

We also had $31.8 million in capital expenditures primarily related to information technology expenditures and fixturing costs at department stores.

We used $8.8 million of cash in investing activities during the three months ended April 30, 2025.

We had $8.1 million in capital expenditures primarily related to information technology expenditures.

Cash from Financing Activities

Net cash used by financing activities was $267.5 million during nine months ended October 31, 2024 primarily as a result of $400 million of cash used to redeem the entire principal amount of the Notes, $60.0 million of cash used to repurchase 2,209,832 shares of our common stock under our share repurchase program, excluding excise tax, and $7.5 million for taxes paid in connection with net share settlements of stock grants that vested.

These items were offset, in part, by net proceeds of $210.1 million under our revolving credit facility.

Net cash used by financing activities was $12.6 million during the three months ended April 30, 2025 primarily as a result of $19.7 million of cash used to repurchase 807,437 shares of our common stock under our share repurchase program, excluding excise tax, and $4.9 million for taxes paid in connection with net share settlements of stock grants that vested.

These items were offset, in part, by net proceeds of $12.0 million under our various foreign facilities.

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, 2025 are those that depend most heavily on these judgments and estimates.

As of October 31, 2024, there have been no material changes to our critical accounting policies.

As of April 30, 2025, 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