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What changed in G III APPAREL GROUP LTD /DE/'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of G III APPAREL GROUP LTD /DE/'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+482 added−504 removedSource: 10-K (2025-03-24) vs 10-K (2024-03-25)

Top changes in G III APPAREL GROUP LTD /DE/'s 2025 10-K

482 paragraphs added · 504 removed · 304 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

85 edited+86 added−112 removed39 unchanged
Biggest changeAdditionally, our experience in developing and acquiring licensed brands and proprietary labels, as well as our reputation for producing high quality, well-designed apparel, has led major customers to select us as a partner of choice for their own private label programs. ​ We currently market apparel and other products under, among others, the following licensed and proprietary brand names: ​ ​ ​ ​ ​ ​ Women's Men's Team Sports Licensed Brands ​ ​ ​ ​ Calvin Klein ​ Calvin Klein ​ National Football League Calvin Klein Jeans ​ Tommy Hilfiger ​ Major League Baseball Tommy Hilfiger ​ Kenneth Cole ​ National Basketball Association Nautica ​ Halston ​ National Hockey League Halston ​ Champion ​ IMG Collegiate Licensing Company Champion ​ Cole Haan ​ Starter Kenneth Cole ​ Levi's ​ ​ Cole Haan ​ Dockers ​ ​ Levi's ​ Margaritaville ​ ​ Vince Camuto ​ ​ ​ ​ Margaritaville ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Proprietary Brands ​ DKNY ​ G-III Sports by Carl Banks DKNY ​ Karl Lagerfeld ​ G-III for Her Donna Karan ​ Karl Lagerfeld Paris ​ ​ Karl Lagerfeld ​ Andrew Marc ​ ​ Karl Lagerfeld Paris ​ Marc New York ​ ​ Andrew Marc ​ Vilebrequin ​ ​ Marc New York ​ G.
Biggest changeBass ​ Collegiate Licensing Company G-III for Her ​ Converse G-III Sports by Carl Banks ​ Dockers Jessica Howard ​ Halston Karl Lagerfeld ​ Kenneth Cole Karl Lagerfeld Paris ​ Levi's Marc New York ​ Major League Baseball Sonia Rykiel ​ Margaritaville Vilebrequin ​ National Basketball Association Wilsons Leather ​ National Football League ​ ​ National Hockey League ​ ​ Nautica ​ ​ Starter ​ ​ Tommy Hilfiger ​ ​ Vince Camuto ​ Key Owned Brands ​ Dating back to the beginning of our company, G-III has sold apparel under its own proprietary brands.
Our licensing program has significantly increased as a result of owning the DKNY, Donna Karan and Karl Lagerfeld and Karl Lagerfeld Paris brands.
Our licensing program has significantly increased as a result of owning the DKNY, Donna Karan, Karl Lagerfeld and Karl Lagerfeld Paris brands.
Our attempt to expand into foreign markets, we may experience conflicts with various third parties who have acquired ownership rights in certain trademarks that would impede our use and registration of some of our trademarks. Such conflicts may arise from time to time as we pursue international expansion.
In our attempt to expand into foreign markets, we may experience conflicts with various third parties who have acquired ownership rights in certain trademarks that would impede our use and registration of some of our trademarks. Such conflicts may arise from time to time as we pursue international expansion.
Goldfarb has served as an executive officer of G-III and our predecessors since our formation in 1974. ​ Sammy Aaron is our Vice Chairman and President, as well as one of our directors. He has served as an executive officer since we acquired the Marvin Richards business in July 2005. Mr.
Mr. Goldfarb has served as an executive officer of G-III and our predecessors since our formation in 1974. ​ Sammy Aaron is our Vice Chairman and President, as well as one of our directors. He has served as an executive officer since we acquired the Marvin Richards business in July 2005. Mr.
We also have sourcing offices in Vietnam, Indonesia, Jordan and Bangladesh to help support these efforts. ​ Prior to placing production, and on a recurring basis, we conduct assessments of political, social, economic, environmental, trade, labor and intellectual property protection conditions in the countries in which we source our products, and we conduct assessments of our manufacturers and supply chain, as discussed under “Vendor Code of Conduct” below.
We also have sourcing offices in Vietnam, Indonesia, Jordan and Bangladesh to help support these efforts. ​ Prior to placing production, and on a recurring basis, we review the political, social, economic, environmental, trade, labor and intellectual property protection conditions in the countries in which we source our products, and we conduct assessments of our manufacturers and supply chain, as discussed under “Vendor Code of Conduct” below.
We are working closely with our retail partners to provide consumers with a high quality viewing experience for our products. We are also working to increase our digital sales through marketing, social influencers and other online drivers of sales. ​ Seasonality ​ Retail sales of apparel have traditionally been seasonal in nature.
We are working closely with our retail partners to provide consumers with a high quality digital experience for our products. We are also working to increase our digital sales through marketing, social influencers and other online drivers of sales. ​ Seasonality ​ Retail sales of apparel have traditionally been seasonal in nature.
ITEM 1. BUSINESS . ​ Unless the context otherwise requires, “G-III,” “us,” “we” and “our” refer to G-III Apparel Group, Ltd. and its subsidiaries. References to fiscal years refer to the year ended or ending on January 31 of that year.
ITEM 1. BUSINESS . ​ Unless the context otherwise requires, “G-III,” “Company,” “us,” “we” and “our” refer to G-III Apparel Group, Ltd. and its subsidiaries. References to fiscal years refer to the year ended or ending on January 31 of that year.
Aaron is also the Chief Executive Officer of our Calvin Klein divisions. ​ Neal S. Nackman has been our Chief Financial Officer since September 2005 and was elected Treasurer in April 2006. Mr.
Aaron is also the Chief Executive Officer of our Calvin Klein divisions. ​ Neal Nackman has been our Chief Financial Officer since September 2005 and was elected Treasurer in April 2006. Mr.
In addition to their contractual obligations, we evaluate our suppliers' compliance with our Vendor Code of Conduct through audits conducted both by our employees and third-party compliance auditing firms on an annual basis. ​ Human Capital ​ Our People ​ As of January 31, 2024, we employed approximately 3,500 persons on a full-time basis and approximately 1,100 on a part-time basis.
In addition to their contractual obligations, we evaluate our suppliers’ compliance with our Vendor Code of Conduct through audits conducted both by our employees and third-party compliance auditing firms on an annual basis. ​ Human Capital ​ Our People ​ As of January 31, 2025, we employed approximately 3,500 persons on a full-time basis and approximately 1,100 on a part-time basis.
Inspired by the Donna Karan archives, we have thoughtfully created a new product line that captures the brand’s ethos of timeless elegance, empowering women and accessible luxury, tailored to meet the lifestyle needs of today’s customer. Donna Karan product is distributed in better department stores, digital channels and our own Donna Karan website in North America.
Inspired by the Donna Karan archives, we have thoughtfully created a new product line that captures the brand’s ethos of timeless elegance, empowering women and accessible luxury, tailored to meet the lifestyle needs of today’s customer. The new Donna Karan is distributed in premier department stores, digital channels and our own Donna Karan website in North America.
The new Donna Karan is a modern system of dressing created to appeal to a woman’s senses on every level, addressing the lifestyle needs of a new consumer.
The new Donna Karan is a modern system of dressing created to appeal to a woman’s senses on every level, addressing the full lifestyle needs of a new consumer.
We may also be required to spend a specified percentage of net sales of a licensed product on advertising placed by us. ​ Our marketing efforts for the repositioned and expanded Donna Karan brand are focused on high impact brand campaigns with globally recognizable talent.
We may also be required to spend a specified percentage of net sales of a licensed product on advertising placed by us. ​ Our marketing efforts for the repositioned Donna Karan brand are focused on high impact brand campaigns with globally recognizable talent.
Because Most Favored Nation status grants special treatment among member counties with respect to tariffs, if this bill were to pass it would substantially increase tariffs between the United States and China. ​ 17 Table of Contents GSP Update ​ The Generalized System of Preferences (“GSP”) program, which extends preferential tariff treatment to certain products from beneficiary developing countries, expired on December 31, 2020.
Because Most Favored Nation status grants special treatment among member counties with respect to tariffs, if this bill were to pass it would substantially increase tariffs between the United States and China. ​ GSP Update ​ The Generalized System of Preferences (“GSP”) program, which extends preferential tariff treatment to certain products from beneficiary developing countries, expired on December 31, 2020.
Although we have not in the past suffered any material restraints or restrictions on doing business in desirable markets or in new product categories, we cannot be sure that significant impediments will not arise in the future as we expand product offerings and introduce additional brands to new markets. ​ We regard our trademarks and other proprietary rights as valuable assets and believe that they have value in the marketing of our products.
Although we have not in the past suffered any material restraints or restrictions on doing business in desirable markets or in new product categories, we cannot be sure that significant impediments will not arise in the future as we expand product offerings and introduce additional brands to new markets. ​ 17 Table of Contents We regard our trademarks and other proprietary rights as valuable assets and believe that they have value in the marketing of our products.
We sell to approximately 1,700 customers, ranging from national and regional chains to small specialty stores. We also distribute our products through our retail stores and through digital channels for the DKNY, Donna Karan, Vilebrequin, Karl Lagerfeld, Karl Lagerfeld Paris, G.H.
We sell to approximately 1,600 customers, ranging from national and regional chains to small specialty stores. We also distribute our products through our retail stores and through digital channels for the DKNY, Donna Karan, Vilebrequin, Karl Lagerfeld, Karl Lagerfeld Paris, G.H.
Thus, we work closely with suppliers to develop and implement strategies that align with our social and environmental standards.
We work closely with suppliers to develop and implement strategies that align with our social and environmental standards.
As economic conditions waver and consumer trends change, we believe that our deep-rooted relationships across the retail landscape, diversified brands serving a wide range of consumers and our product portfolio mix that covers a broad mix of price points allow us to operate on a flexible and advantageous basis. ​ Experienced management team.
As economic conditions waver and consumer trends change, we believe that our deep-rooted relationships across the retail landscape, diversified brands serving a wide range of consumers and our product portfolio mix that covers a broad mix of price points allow us to operate on a flexible and advantageous basis. ​ 10 Table of Contents Experienced management team.
We have also enhanced the effectiveness of our supplier audits through our continued participation in the Social & Labor Convergence Program, allowing us to reduce the number of audits for suppliers, lessening redundancies in shared audits and better assist factories to focus on addressing their most pressing issues. ​ Forced labor continues to be a point of focus across our industry, and we work closely with our supply chain partners to mitigate the risk of forced labor being used to make our products or raw materials utilized in our products.
We have also enhanced the effectiveness of our supplier audits through our continued participation in the Social & Labor Convergence Program, allowing us to reduce the number of audits for suppliers, lessening redundancies in shared audits, and better assist factories to focus on addressing their most pressing issues. ​ Ending forced labor continues to be a priority in our industry, and we work closely with our supply chain partners to mitigate the risk of forced labor being used to make our products or raw materials utilized in our products.
For example, our fiscal year ended January 31, 2024 is referred to as “fiscal 2024.” ​ G-III Apparel Group, Ltd. is a Delaware corporation that was formed in 1989.
For example, our fiscal year ended January 31, 2025 is referred to as “fiscal 2025.” ​ G-III Apparel Group, Ltd. is a Delaware corporation that was formed in 1989.
In connection with the manufacture of our products, manufacturers purchase raw materials including fabric and other materials (such as linings, zippers, buttons, and trim) at our direction. We regularly inspect and supervise the manufacture of our products in order to ensure timely delivery, maintain quality control and monitor compliance with our manufacturing specifications.
In connection with the manufacture of our products, manufacturers purchase raw materials including fabric and other materials (such as 11 Table of Contents linings, zippers, buttons, and trim) at our direction. We regularly inspect and supervise the manufacture of our products in order to ensure timely delivery, maintain quality control and monitor compliance with our manufacturing specifications.
We also sell our products to customers in Europe, Canada, the Far East, the Middle East, Central America, South America and Australia, which, on a combined basis, accounted for approximately 22.5% of our net sales in fiscal 2024, 19.1% of our net sales in fiscal 2023 and 14.5% of our net sales in fiscal 2022. ​ Our products are sold primarily through our direct sales force along with our principal executives who are also actively involved in the sale of our products.
We also sell our products to customers in Europe, Canada, the Far East, the Middle East, Central America, South America and Australia, which, on a combined basis, accounted for approximately 22.6% of our net sales in fiscal 2025, 22.5% of our net sales in fiscal 2024 and 19.1% of our net sales in fiscal 2023. ​ Our products are sold primarily through our direct sales force along with our principal executives who are also actively involved in the sale of our products.
Nackman served as Vice President — Finance from December 2003 until April 2006. ​ Jeffrey Goldfarb has been our Executive Vice President and Director of Strategic Planning since June 2016, and serves as one of our directors. He has been employed by G-III in a number of other capacities since 2002.
Nackman served as Vice President — Finance from December 2003 until April 2006. ​ Jeffrey Goldfarb has been our Executive Vice President since June 2016, and serves as one of our directors. He has been employed by G-III in a number of other capacities since 2002.
Customs duties on our products presently range from duty free to 37.5%, depending upon the product, composition, construction, country of origin and country of import. A substantial majority of our product is imported into the United States and, to a lesser extent, into Canada and Europe.
Customs duties on our products presently range from duty free to 45%, depending upon the product, composition, construction, country of origin and country of import. A substantial majority of our product is imported into the United States and, to a lesser extent, into Canada and Europe.
Perlman held several roles in investment banking retail groups at Barclays Capital, Lehman Brothers, and Credit Suisse First Boston. ​ 20 Table of Contents
Perlman held several roles in investment banking retail groups at Barclays Capital, Lehman Brothers, and Credit Suisse First Boston. ​ 18 Table of Contents
Our executive management team has worked together for a significant period of time and has extensive experience in the apparel industry. Morris Goldfarb, our Chairman and Chief Executive Officer, has been with us for over 45 years. Sammy Aaron, our Vice Chairman and President, joined us in 2005 when we acquired Marvin Richards, Neal S.
Our executive management team has worked together for a significant period of time and has extensive experience in the apparel industry. Morris Goldfarb, our Chairman and Chief Executive Officer, has been with us for over 50 years. Sammy Aaron, our Vice Chairman and President, joined us in 2005 when we acquired Marvin Richards.
During fiscal 2024, approximately 77% of our product was sourced from Vietnam, China and Indonesia. We do not own any manufacturing facilities. ​ Our sourcing operations are based in China and Hong Kong in order to facilitate better service and manage the volume of manufacturing in Asia.
During fiscal 2025, approximately 76% of our product was sourced from Vietnam, China and Indonesia. We do not own any manufacturing facilities. ​ Our sourcing operations are based in China and Hong Kong in order to facilitate better service and manage the volume of manufacturing in Asia.
We are also working to increase the use of recycled, organic, and natural fibers, and we are introducing recycled synthetic fibers certified by the Global Recycled Standard or the Recycled Claim Standard into a growing number of our products.
We are also working to increase the use of recycled, organic, and natural fibers, and successfully introduced recycled synthetic fibers certified by the Global Recycled Standard or the Recycled Claim Standard into a growing number of our products.
We currently license our proprietary brands in a variety of categories and continue to seek new licensing opportunities to broaden the reach of these brands. ​ We have strong relationships with category leading license partners, including, but not limited to, Marchon, Komar and Inter Parfums.
We currently license our owned brands in a variety of categories as well as regions and continue to seek new licensing opportunities to broaden the reach of these brands. ​ We have strong relationships with category leading license partners, including, but not limited to, Marchon, Komar and Inter Parfums.
These offices act as an agent for substantially all of our sourcing in Asia and monitors production at manufacturers’ facilities to ensure quality control, compliance with our manufacturing specifications and social 13 Table of Contents responsibility standards, as well as timely delivery of finished garments to our distribution facilities.
These offices act as an agent for substantially all of our sourcing in Asia and monitor production at manufacturers’ facilities to ensure quality control, compliance with our manufacturing specifications and social responsibility standards, as well as timely delivery of finished garments to our distribution facilities.
We have advanced our internal cotton traceability program through the implementation of annual Cotton Compliance Monitoring training sessions to educate our staff and factories about our requirements and procedures for ensuring the ethical sourcing of cotton. We are enhancing our program by working on ways to couple these traceability lessons with other materials in our products.
We continue to advance our internal cotton traceability program by conducting our annual Cotton Compliance Monitoring training sessions to educate our staff and factories about our requirements and procedures for ensuring the ethical sourcing of cotton. We are enhancing our program by working on ways to couple these traceability lessons with other materials in our products.
We choose the form of shipment (principally ship, truck or air) based upon a customer’s needs, cost and timing considerations. We expect all of our suppliers shipping to the United States to adhere to the requirements of the U.S.
We choose the form of shipment based upon a customer’s needs, cost and timing considerations. We expect all of our suppliers shipping to the United States to adhere to the requirements of the U.S.
The DKNY and Donna Karan brands have worldwide license agreements for a broad array of products including fragrance, intimates, eyewear, bedding and bath products and women’s sleepwear and loungewear.
The DKNY and Donna Karan brands have worldwide license agreements for a broad array of products including fragrance (and related products), intimates, eyewear, bedding and bath products, women’s sleepwear, loungewear, tech accessories, and men’s and women’s fashion watches.
Besides its traditional advertising networks (print and outdoor advertising), Vilebrequin is seeking to develop new marketing channels through the use of digital media, product placement, impactful collaborations and public relations.
Besides its traditional advertising networks, such as print, outdoor advertising and catalogues, Vilebrequin is developing new marketing channels through the use of digital media, product placement, impactful collaborations and public relations.
We have not experienced any interruption of our operations due to a labor disagreement with our employees. ​ 14 Table of Contents We are an Equal Opportunity Employer with policies, procedures and practices that recognize the value and worth of each individual, covering matters such as safety, training, advancement, discrimination, harassment and retaliation.
We have not experienced any interruption to our operations due to a labor disagreement with our employees. ​ 12 Table of Contents We are an Equal Opportunity Employer with policies, procedures and practices that recognize the value and worth of everyone, covering matters such as safety, training, advancement, discrimination, harassment and retaliation, and provide trainings on these important issues to our workforce.
Prior to becoming Executive Vice President, he served as our Director of Business Development for more than five years. Jeffrey Goldfarb is the son of Morris Goldfarb. ​ Dana Perlman has joined us as our Executive Vice President and Chief Growth and Operations Officer in January 2024. Prior to joining us, Ms.
Prior to becoming Executive Vice President, he served as our Director of Business Development for more than five years. Jeffrey Goldfarb is the son of Morris Goldfarb. ​ Dana Perlman has been our Chief Growth and Operations Officer since January 2024. Ms. Perlman is also a director of O’Reilly Automotive, Inc. since November 2017. Prior to joining us, Ms.
We act as licensee of certain trademarks owned by third parties that 19 Table of Contents are used in connection with our business. The principal brands that we license are summarized under the heading “Wholesale Operations – Licensed Products” above.
We act as licensee of certain trademarks owned by third parties that are used in connection with our business. The principal brands that we license are summarized under the heading “Complementary Portfolio of Licensed Brands” above.
The initial term of the license extends through December 31, 2032 and includes a 5 year option to renew given the achievement of certain sales targets.
The initial DKNY and Donna Karan term of the license extends through December 31, 2032 and includes a 5-year option to renew given the achievement of certain sales targets. The Karl Lagerfeld term of the license extends through October 31, 2032 with no option to renew.
Store buyers may provide samples to us or may select styles already available in our showrooms. We believe we have established a reputation among these buyers for our ability to produce high quality product on a reliable, expeditious and cost-effective basis. ​ Our in-house designers are responsible for the design and look of our licensed, proprietary and private label products.
We believe we have established a reputation among these buyers for our ability to produce high quality product on a reliable, expeditious and cost-effective basis. ​ Our in-house designers are responsible for the design and look of our owned, licensed and private label products.
Bass, Wilsons Leather and Sonia Rykiel businesses, as well as the digital channels of our retail partners such as Macy’s, Nordstrom, Amazon, Fanatics, Zalando and Zappos. ​ Sales to our ten largest customers accounted for 70.1% of our net sales in fiscal 2024, 74.2% of our net sales in fiscal 2023 and 78.0% of our net sales in fiscal 2022.
Bass, Wilsons Leather and Sonia Rykiel businesses, as well as the digital channels of our retail partners such as Macy’s, Nordstrom, Amazon, Fanatics, Zalando and Zappos. ​ Sales to our ten largest customers accounted for 69.6% of our net sales in fiscal 2025.
The loss of any of these customers or a significant reduction in purchases by our largest customers could have a material adverse effect on our results of operations. ​ A substantial majority of our sales are made in the United States.
In addition, sales to Ross Stores accounted for an aggregate of 12.6% of our net sales in fiscal 2025. The loss of any of these customers or a significant reduction in purchases by our largest customers could have a material adverse effect on our results of operations. ​ A substantial majority of our sales are made in the United States.
License agreements may also restrict our ability to enter into other license agreements for competing products or acquire businesses that produce competing products without the consent of the licensor.
License agreements may also restrict our ability to distribute the product to agreed upon geographies and channels as well as to enter into new license agreements for competing products or acquire businesses that produce competing products without the consent of the licensor.
We vigorously protect our trademarks and other intellectual property rights against infringement. ​ INFORMATION ABOUT OUR EXECUTIVE OFFICERS ​ The following table sets forth certain information with respect to our executive officers. ​ ​ ​ ​ ​ ​ Name Age ​ Position Morris Goldfarb ​ 73 ​ Chairman of the Board, Chief Executive Officer and Director Sammy Aaron ​ 64 ​ Vice Chairman, President and Director Neal S.
We vigorously protect our trademarks and other intellectual property rights against infringement. ​ INFORMATION ABOUT OUR EXECUTIVE OFFICERS ​ The following table sets forth certain information with respect to our executive officers. ​ ​ ​ ​ ​ ​ Name Age ​ Position Morris Goldfarb ​ 74 ​ Chairman of the Board, Chief Executive Officer and Director Sammy Aaron ​ 65 ​ Vice Chairman, President and Director Neal Nackman ​ 65 ​ Chief Financial Officer and Treasurer Jeffrey Goldfarb ​ 48 ​ Executive Vice President and Director Dana Perlman ​ 44 ​ Chief Growth and Operations Officer ​ Morris Goldfarb is our Chairman of the Board and Chief Executive Officer, as well as one of our directors.
We employ both union and non-union personnel and believe that our relations with our employees are good.
We employ both union and non-union workforces and believe that our relationships with our employees are positive.
We have developed an internal associate committee so our employees can actively engage in developing and executing charitable initiatives across our organization. ​ We have a solid foundation in place, which we continue to build upon as we build our new Corporate Sustainability Strategy centered around our core CSR principles: Engage Our People, Protect Our Environment and Invest in Our Community. ​ Customs and Trade Issues ​ Our arrangements with textile manufacturers and suppliers are subject to requisite customs clearances for products and the imposition of export duties.
As part of this, we introduced a Matching Gift program to support the causes important to our people. ​ We have a solid foundation in place, which we continue to build upon as we build our new Corporate Sustainability Strategy centered around our core CSR principles: Engage Our People, Protect Our Environment and Invest in Our Community. ​ 14 Table of Contents Customs and Trade Issues ​ Our arrangements with textile manufacturers and suppliers are subject to requisite customs clearances for products and the imposition of export duties.
Sales to Macy’s, which includes sales to its Macy’s and Bloomingdale’s store chains, as well as through macys.com, accounted for an aggregate of 19.2% of our net sales in fiscal 2024, 21.6% of our net sales in fiscal 2023 and 23.9% of our net sales in fiscal 2022.
Sales to Macy’s, which includes sales to its Macy’s and Bloomingdale’s store chains, as well as through macys.com, accounted for an aggregate of 18.0% of our net sales in fiscal 2025. Sales to TJX Companies accounted for an aggregate of 13.2% of our net sales in fiscal 2025.
Our ability to renew a license agreement may be subject to the discretion of the licensor or to attaining minimum sales and/or royalty levels and to our compliance with the provisions of the agreement. ​ Proprietary Brands ​ Dating back to the beginning of our company, G-III has sold apparel under its own proprietary brands.
Our ability to renew a license agreement may be subject to the discretion of the licensor or to attaining minimum sales and/or royalty levels and to our compliance with the provisions of the agreement.
Currently, approximately 60% of our leadership team and 72% of our overall workforce self-identify as women, and 48% of our overall workforce identify as Black, Indigenous and People of Color (“BIPOC”). Of our fourteen Board members, there are four women and four people of diverse backgrounds, exceeding NASDAQ requirements for board diversity.
Currently, approximately 63% of our leadership team and 73% of our overall workforce are women, and 49% of our overall workforce identify as Black, Indigenous and People of Color (“BIPOC”). Of our thirteen Board members, there are four women and four people of diverse backgrounds.
After a successful launch of our Lunch and Learn program facilitated by our leadership team, we have continued the program by offering a second semester of courses that will provided an opportunity for continuous learning about our business.
This year our HR team focused on hiring, developing and retaining talent and brought in key talent that have made a positive impact in the organization. After a successful launch of our Lunch and Learn program facilitated by our leadership team, we have continued the program by offering courses that provided an opportunity for continuous learning about our business.
Additionally, we license the Karl Lagerfeld Paris brand for bedding and bath products. ​ We license the G.H.
We also license the Karl Lagerfeld Paris brand for men’s suits, men’s dress shirts, bedding and bath products.
We also offer a wide range of products under our own proprietary brands. ​ We work with a diversified group of retailers, such as Macy’s, Harley-Davidson, Costco, Kohl’s and Ross Stores in developing product lines that are sold under their private label programs. Our design teams collaborate with our customers to produce custom-made products for their stores.
We seek licenses that will enable us to offer a range of products targeting different price points and different distribution channels. ​ We work with a diversified group of retailers, such as Macy’s, Harley-Davidson, Costco, Kohl’s and Ross Stores in developing product lines that are sold under their private label programs.
We currently design, manufacture, distribute and sell products under our own proprietary brands, as well as license our proprietary brands in a variety of categories and across geographies.
We currently design, manufacture, distribute, market and sell products under our own proprietary brands, as well as license our proprietary brands in a variety of categories and across geographies. ​ Our key owned brands include: ​ DKNY ​ We acquired the DKNY and Donna Karan brands in 2016. DKNY is a global iconic fashion brand founded in 1989.
Sales outside of the United States and Canada may be managed by our salespeople located in our sales offices in Europe or Asia depending on the customer.
Sales outside of the United States and Canada may be managed by our salespeople located in our sales offices in Europe or Asia depending on the customer. ​ Brand name products sold by us pursuant to a license agreement are promoted by institutional and product advertisements placed by the licensor.
Historically, our wholesale business has been dependent on our sales during our third and fourth fiscal quarters. Net sales during the third and fourth quarters accounted for approximately 59% of our net sales in fiscal 2024, 60% of our net sales in fiscal 2023 and 64% of our net sales in fiscal 2022.
Net sales during the third and fourth quarters accounted for approximately 61% of our net sales in fiscal 2025, 59% of our net sales in fiscal 2024 and 60% of our net sales in fiscal 2023. We are highly dependent on our results of operations during the second half of our fiscal year.
We have a network of worldwide suppliers that allows us to access the highest quality products, negotiate competitive terms without relying on any single vendor, access new technology and design insights, and enhance our market intelligence. We support and cultivate these relationships by continuously investing management time while also maintaining a physical presence in key jurisdictions.
Our network of worldwide suppliers allows us to access the highest quality products, negotiate competitive terms without relying on any single vendor, access new technology and design insights and enhance our market intelligence. Additionally, we employ sourcing and quality control teams that have deep-rooted knowledge with respect to our manufacturers and operate with a local presence.
By working closely with our global partners on all aspects of the supply chain, we aim to safeguard against potential disruptions. We believe that we have a long-standing competitive advantage with our current supply chain partners and we continue to focus on broadening the breadth and depth of our inventory sourcing capabilities.
By working closely with our global partners on all aspects of the supply chain, we aim to safeguard against potential disruptions.
We are building global awareness through high impact ad campaigns that feature relevant and noteworthy talent. ​ 18 Table of Contents We strive to create marketing initiatives, collaborations and image programs to bring in a new, young customer. We will support global licensees with campaigns and product images through our brand story.
We are building global awareness through high impact ad campaigns that feature relevant and noteworthy talent. ​ We strive to create marketing initiatives, collaborations and image programs to attract qualified new customers globally.
First deliveries of Champion product are expected for the Fall 2024 season. ​ ​ ​ ​ ​ ​ ​ Date Current ​ Date Potential Renewal License Term Ends Term Ends Fashion Licenses ​ ​ ​ ​ Calvin Klein (Men's outerwear) ​ December 31, 2025 ​ None Calvin Klein (Women's outerwear) ​ December 31, 2025 ​ None Calvin Klein (Women's dresses) ​ December 31, 2026 ​ None Calvin Klein (Women's suits) ​ December 31, 2026 ​ December 31, 2029 Calvin Klein (Women's performance wear) ​ December 31, 2025 ​ None Calvin Klein (Women's better sportswear) ​ December 31, 2024 ​ None Calvin Klein (Better luggage) ​ December 31, 2027 ​ None Calvin Klein (Women's handbags and small leather goods) ​ December 31, 2026 ​ None Calvin Klein (Men's and women's swimwear) ​ December 31, 2026 ​ None Calvin Klein Jeans (Women's jeanswear) ​ December 31, 2024 ​ None Champion (men's and women's outerwear) ​ December 31, 2028 ​ December 31, 2033 Cole Haan (Men's and women's outerwear) ​ December 31, 2028 ​ December 31, 2030 Dockers (Men's outerwear) ​ November 30, 2024 ​ None Halston (men's and women's apparel) ​ December 31, 2028 ​ December 31, 2048 Kenneth Cole NY/Reaction Kenneth Cole (Men's and women's outerwear) ​ December 31, 2027 ​ None Levi's (Men's and women's outerwear) ​ November 30, 2027 ​ None Margaritaville (Men's and women's apparel) ​ December 31, 2025 ​ December 31, 2030 Nautica (Women's sportswear, jeanswear, tailored clothing and dresses) ​ December 31, 2028 ​ December 31, 2043 Tommy Hilfiger (Men's and women's outerwear) ​ December 31, 2025 ​ None Tommy Hilfiger (Luggage) ​ December 31, 2027 ​ None Tommy Hilfiger (Women's sportswear) ​ December 31, 2025 ​ None Tommy Hilfiger (Women's dresses) ​ December 31, 2026 ​ None Tommy Hilfiger (Women's suits) ​ December 31, 2026 ​ December 31, 2029 Tommy Hilfiger x Leagues ​ December 31, 2025 ​ None Vince Camuto (Women's dresses) ​ December 31, 2025 ​ None Team Sports Licenses ​ ​ ​ ​ Collegiate Licensing Company ​ December 31, 2024 ​ None Major League Baseball ​ December 31, 2027 ​ None National Basketball Association ​ September 30, 2025 ​ None National Football League ​ March 31, 2028 ​ None National Hockey League ​ June 30, 2025 ​ None Starter ​ December 31, 2029 ​ December 31, 2039 ​ ​ We have continually sought to increase our portfolio of name brands, product offerings and tiers of distribution because we believe that consumers prefer to buy brands they know and brand owners prefer to engage licensees who have a successful track record of developing brands. ​ 9 Table of Contents Under our license agreements, we are generally required to achieve minimum net sales of licensed products, pay guaranteed minimum royalties, make specified royalty and advertising payments (usually based on a percentage of net sales of licensed products), and receive prior approval of the licensor as to all design and other elements of a product prior to production.
We expect to launch products under these brands in Fall 2025. ​ ​ 7 Table of Contents Our current licenses have the following terms and potential renewal terms: ​ ​ ​ ​ ​ ​ ​ Date Current ​ Date Potential Renewal License Term Ends Term Ends Fashion Licenses ​ ​ ​ ​ BCBG (Women's apparel) ​ December 31, 2029 ​ December 31, 2044 Calvin Klein (Men's outerwear) ​ December 31, 2025 ​ None Calvin Klein (Women's outerwear) ​ December 31, 2025 ​ None Calvin Klein (Women's dresses) ​ December 31, 2026 ​ None Calvin Klein (Women's suits) ​ December 31, 2026 ​ December 31, 2029 Calvin Klein (Women's performance wear) ​ December 31, 2025 ​ None Calvin Klein (Better luggage) ​ December 31, 2027 ​ None Calvin Klein (Women's handbags and small leather goods) ​ December 31, 2026 ​ None Calvin Klein (Men's and women's swimwear) ​ December 31, 2026 ​ None Champion (Men's and women's outerwear) ​ December 31, 2028 ​ December 31, 2033 Cole Haan (Men's and women's outerwear) ​ December 31, 2028 ​ December 31, 2030 Converse (Men's and women's apparel) ​ December 31, 2029 ​ December 31, 2037 Dockers (Men's outerwear) ​ November 30, 2027 ​ None Halston (Men's and women's apparel) ​ December 31, 2028 ​ December 31, 2048 Kenneth Cole NY/Reaction Kenneth Cole (Men's and women's outerwear) ​ December 31, 2027 ​ None Levi's (Men's and women's outerwear) ​ November 30, 2027 ​ None Margaritaville (Men's and women's apparel) ​ December 31, 2027 ​ None Nautica (Women's sportswear, jeanswear, tailored clothing and dresses) ​ December 31, 2028 ​ December 31, 2043 Tommy Hilfiger (Men's and women's outerwear) ​ December 31, 2025 ​ None Tommy Hilfiger (Luggage) ​ December 31, 2027 ​ None Tommy Hilfiger (Women's sportswear) ​ December 31, 2025 ​ None Tommy Hilfiger (Women's dresses) ​ December 31, 2026 ​ None Tommy Hilfiger (Women's suits) ​ December 31, 2026 ​ December 31, 2029 Tommy Hilfiger x Leagues ​ December 31, 2025 ​ None Vince Camuto (Women's dresses) ​ December 31, 2030 ​ December 31, 2035 Team Sports Licenses ​ ​ ​ ​ Collegiate Licensing Company ​ December 31, 2025 ​ None Major League Baseball ​ December 31, 2027 ​ None National Basketball Association ​ September 30, 2025 ​ None National Football League ​ March 31, 2028 ​ None National Hockey League ​ June 30, 2025 ​ None Starter ​ December 31, 2029 ​ December 31, 2039 ​ Our Strategic Priorities ​ We are focused on the following strategic priorities, which we believe are critical to our long-term success: ​ Drive Growth of Our Owned Brands ​ G-III owns a portfolio of globally recognized brands with a significant runway for growth across lifestyle product offerings as well as geographies.
In the event a supplier does not comply with our C-TPAT requirements, or if we have determined that the supplier will be unable to correct a deficiency, we may move that supplier’s product through alternative supply chain channels or we may terminate our business relationship with the supplier. ​ Vendor Code of Conduct ​ We are committed to ethical and responsible conduct in all of our operations and respect for the rights of all individuals.
In the event a supplier does not comply with our C-TPAT requirements, or if we have determined that the supplier will be unable to correct a deficiency, we may move that supplier’s product through alternative supply chain channels or we may terminate our business relationship with the supplier. ​ In February 2025, the current administration imposed an additional 10% tariff on imports from China beyond the previous 25% tariff that was already in place.
Nackman, our Chief Financial Officer, has been with us for more than 20 years and Jeffrey Goldfarb, our Executive Vice President, has been with us for over 20 years. In addition, in January 2024, Dana Perlman joined us as our Chief Growth and Operations Officer. This newly created role is intended to leverage Ms.
Neal Nackman, our Chief Financial Officer, has been with us for more than 20 years and Jeffrey Goldfarb, our Executive Vice President, has been with us for over 20 years.
We are a founding member of the groundbreaking Social Justice Center at the Fashion Institute of Technology (“FIT”), a premier fashion university, whose purpose is to help establish a program that is intended to increase opportunities and accelerate social equity for BIPOC persons entering our industry for years to come.
We recognize that insights and ideas from a diverse range of backgrounds will better position us for the future and continue to work towards increasing Board diversity. ​ We are proud to continue to support The Social Justice Center at the Fashion Institute of Technology (“FIT”), a premier fashion university, whose purpose is to help establish a program that is intended to increase opportunities and accelerate social equity for BIPOC persons entering our industry for years to come. ​ Talent Acquisition, Development and Retention ​ Having the right talent in the organization is one of the most critical aspects of our business.
We have procured a training solution program that will incorporate a G-III Master Class training library that will make these sessions and other educational tools accessible to our employees. ​ Through our aggressive recruiting, we have been able to bring in best-in-class talent.
We have procured a training solution program that will incorporate a G-III Master Class training library that will make these sessions and other educational tools accessible to our employees. ​ Compensation, Benefits, Safety and Wellness ​ We firmly believe our comprehensive benefit programs are an integral part of our talent acquisition, retention and overall employee experience.
We continue to invest in digital media and storytelling for brand amplification and to establish comprehensive commercial marketing tools that will support our global wholesale and retail channels. ​ Karl Lagerfeld’s marketing efforts are inspired by Karl Lagerfeld’s own mantra: “embrace the present and invent the future.” We continuously seek to share relevant and engaging content, with a focus on high impact campaigns and digital content.
We continue to invest in digital media and storytelling for brand amplification and to establish comprehensive commercial marketing tools that will support our global wholesale and retail channels. ​ 16 Table of Contents Karl Lagerfeld’s marketing efforts focus building global awareness through high impact ad campaigns and digital content featuring strategic collaborations with top-tier artists, tastemakers and icons.
Our retail partners around the world are hosting events, pop-up shops and dedicating store windows to Karl Lagerfeld. ​ Vilebrequin’s marketing efforts have been based on continually offering new swimwear prints and expanding the range of its products to new categories such as women’s swimwear, ready-to-wear and accessories.
Additionally, we have entered into partnerships to create a Karl Lagerfeld branded luxury hotel and luxury villas that bring the brand to life. ​ Vilebrequin’s marketing efforts have been based on continually offering new swimwear prints and expanding the range of its products to new categories such as women’s swimwear, ready-to-wear and accessories.
We also market footwear and accessories including women’s handbags, small leather goods, cold weather accessories, and luggage. ​ G-III’s licensed apparel consists of both women’s and men’s products in a broad range of categories. See “Wholesale Operations — Licensed Products” above.
G-III’s licensed apparel consists of both women’s and men’s products in a broad range of categories. See “Complementary Portfolio of Licensed Brands” above.
Additionally, we license the DKNY brand in the United States and internationally for children’s clothing, children’s footwear, men’s and women’s watches, jewelry, men’s tailored clothing, men’s sportswear, men’s dress shirts, men’s underwear, men’s loungewear, men’s swimwear, men’s and women’s golfwear, men’s and women’s socks, furniture, tech accessories and rugs. ​ We have a long-term global licensing agreement with Inter Parfums, Inc. for the creation, development and distribution of fragrances and fragrance-related products under the DKNY and Donna Karan brands.
Additionally, we license the DKNY brand in the United States and internationally for children’s clothing, children’s footwear, jewelry, men’s tailored clothing, men’s sportswear, men’s dress shirts, men’s underwear, men’s loungewear, men’s swimwear, men’s and women’s golfwear, 5 Table of Contents men’s and women’s socks, tech accessories, furniture and rugs. ​ We license the Karl Lagerfeld brand for a wide range of product categories including, but not limited to, footwear, men’s apparel, fragrances, children’s clothing, eyewear and tech accessories.
Notably, in 2023, Vilebrequin, our premier European swimwear brand, manufactured over 80% of its products from preferred materials which consistently deliver reduced impacts and increased environmental benefits. ​ 16 Table of Contents Over the past year we have furthered our work with our sustainability consultants and are collecting Scope 1 and Scope 2 emissions data from across our Company to better understand our GHG emissions.
Notably, in 2024, Vilebrequin, our premier European swimwear brand, manufactured over 85% of its products from preferred materials which consistently deliver reduced impacts and increased environmental benefits.
We have increased our focus on segmenting our portfolio of brands to grow our market share across our distribution channels. Additionally, we have added Nautica and Halston to our portfolio of licensed brands. We believe we can unlock the potential of these brands and expand them into a broad range of additional categories as we diversify their product offerings.
We believe we can unlock the potential of these brands and expand them into a broad range of lifestyle categories as we diversify their product offerings. ​ Well- developed sourcing and supply chain infrastructure.
Our strong relationships with retailers have been established through many years of personal customer service and our objective of meeting or exceeding retailer expectations.
We have established strong relationships with retailers through many years of personal customer service and our objective of meeting or exceeding retailer expectations. The growing importance of e-commerce and the digital marketplace within the retail sector has led us to continuously adapt our business and expand our omni-channel capabilities and presence across channels.
We provide training on important issues to our personnel. G-III ensures compliance with labor and employment law issues through a variety of processes and procedures, using both internal and external expertise and resources.
G-III ensures compliance with labor and employment law issues through a variety of processes and procedures, using both internal and external expertise and resources. ​ Our people are the heart of our organization and we are committed to fostering a strong and engaged workforce by attracting and retaining best-in-class talent and creating an inclusive environment where everyone can learn and grow.
First deliveries began in 2024. ​ In May 2023, we announced the signing of a long-term master license with Xcel Brands, Inc. for the Halston brand for all categories of Halston men’s and women’s product. The agreement provides for an initial term of five years, followed by a twenty-year period, with G-III having the right to terminate every five years.
The brand serves as a strong addition to our portfolio and complements our current offering of women’s apparel. ​ Halston ​ In May 2023, we announced the signing of a 25-year master licensing agreement with Xcel Brands, Inc. for the Halston brand giving G-III access to all categories across men’s and women’s product.
We market our products at multiple price points and across multiple channels of distribution, allowing us to provide products to a broad range of consumers.
We market our products at multiple price points and across multiple channels of distribution, allowing us to reach a broad range of customers globally. Our products are sold to approximately 1,600 customers, including a cross section of retailers through their brick-and-mortar and digital channels as well as our online retail partners.
The influential legacy of the Karl Lagerfeld brand embodies a creative expression that aligns with our goal to provide innovative products for our customers. ​ The iconic Karl Lagerfeld brand is known for its signature aesthetic combining Parisian classics with a rock-chic attitude and tailored silhouettes.
The June 2022 full acquisition of Karl Lagerfeld expanded G-III’s business and presence in Europe, while adding new international expertise. The Karl Lagerfeld brand is known for its signature aesthetic combining Parisian classics with a rock-chic attitude and tailored silhouettes.
We and our predecessors have conducted our business since 1974. ​ Overview ​ We design, source and market 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.
Our product offerings primarily include outerwear, dresses, sportswear, swimwear, women’s suits and women’s performance wear. We also market footwear and accessories including women’s handbags, small leather goods, cold weather accessories, and luggage. ​ G-III offers a wide range of products under our own proprietary brands. See “Key Owned Brands” above.
We believe the fragrance category enables our brands to connect more broadly with global consumers. ​ We have also recently entered into license agreements for the creation, development and distribution of men’s underwear under the DKNY and DKNY Sport brands in the United States and Canada, tech accessories under the DKNY brand throughout the world and rugs under the DKNY brand in North America. ​ We intend to continue to focus on expanding licensing opportunities for the DKNY and Donna Karan brands.
We believe the fragrance category is a brand enhancing extension that enables our brands to connect more broadly with global consumers. ​ Our G.H. Bass, Vilebrequin, Andrew Marc and Sonia Rykiel brands also have licensed product in a variety of categories. We intend to continue to focus on expanding licensing opportunities for our proprietary brands.
We have an extensive portfolio of well-known licensed brands, including Calvin Klein, Tommy Hilfiger, Nautica, Halston, Levi’s, Guess?, Kenneth Cole, Cole Haan, Vince Camuto, Dockers and Champion. 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. colleges and universities.
Our overall brand portfolio is diversified across product categories, price points, demographics, occasions, fits and sizes, styles and genres. 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 continually evaluate and benchmark our programs to ensure they remain competitive, on-trend and meet compliance. Our fiscal 2025 goals include enhancing our employee education on the value of our benefit programs. We successfully re-introduced our onsite Benefits and Health Fair for corporate employees for the first time 15 Table of Contents since the pandemic.
We continually evaluate and benchmark our programs to ensure they remain competitive, on-trend and meet compliance. For fiscal 2026, we will prioritize education and calls to action to ensure our employees understand and take part in all the benefits and programs we offer.
In an environment of rapidly changing consumer fashion trends and preferences, we benefit from a balanced mix 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, all of which have strong brand equity and long-standing consumer appeal.
We generated net sales of approximately $3.18 billion, $3.01 billion and $3.23 billion in fiscal 2025, fiscal 2024 and fiscal 2023, respectively. ​ Our Brands ​ In an environment of rapidly changing consumer fashion trends and preferences, we benefit from a differentiated mix of owned and licensed brands, all of which have strong brand equity and long-standing consumer appeal.
It has not been determined whether the potential future re-authorization of the GSP program will be fully retroactive and what will be the duration such re-authorization. ​ Marketing and Distribution ​ G-III’s products are sold primarily to department, specialty and mass merchant retail stores in the United States.
It has not been determined whether the potential future re-authorization of the GSP program will be fully retroactive and what will be the duration such re-authorization. ​ ​ ​ 15 Table of Contents Political Environment ​ The potential impact of new policies that may be implemented as a result of the new administration is currently uncertain.
We have long-standing, trust-based relationships with our vendors that form the foundation of our global supply chain that has been built upon over the last 40 years.
G-III has a trust-based relationship with its vendors, built over the last 40 years, that is a key core competency and forms the foundation of our global supply chain infrastructure. We support and cultivate these relationships by continuously investing management time while also maintaining a physical presence in key jurisdictions.
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 and our predecessors have conducted our business since 1974. ​ Company Overview ​ 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.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAny harm to our brands or reputation could adversely affect our business, results of operations or financial condition. ​ If our customers change their buying patterns, request additional allowances, develop their own private label brands or enter into agreements with national brand manufacturers to sell their products on an exclusive basis, our sales to these customers could be materially adversely affected. ​ Our customers’ buying patterns, as well as the need to provide additional allowances to customers, could have a material adverse effect on our business, results of operations and financial condition.
Biggest changeOur relationships with influencers may not have the desired effect, and information posted on social media platforms may be adverse to our reputation or business. ​ Additionally, as laws and regulations and public opinion rapidly evolve to govern the use of these platforms and devices, the failure by us, our employees, our network of social media influencers, our sponsors or third parties acting at our direction to abide by applicable laws and regulations in the use of these platforms and devices or otherwise could subject us to regulatory investigations, class action lawsuits, liability, fines or other penalties and have an adverse effect on our business, financial condition, results of operations and prospects. ​ 20 Table of Contents If our customers change their buying patterns, request additional allowances, develop their own private label brands or enter into agreements with national brand manufacturers to sell their products on an exclusive basis, our sales to these customers could be materially adversely affected. ​ Our customers’ buying patterns, as well as the need to provide additional allowances to customers, could have a material adverse effect on our business, results of operations and financial condition.
We do not have any responsibility to provide financial forecasts going forward or to update any of our forward-looking statements at such times or otherwise. ​ We recorded significant charges for the impairment of goodwill during the fourth quarter of fiscal 2023 which caused us to report a net loss for fiscal 2023 and we recorded charges for the impairment of trademarks during the fourth quarter of fiscal 2024.
We do not have any responsibility to provide financial forecasts going forward or to update any of our forward-looking statements at such times or otherwise. ​ We recorded significant charges for the impairment of goodwill during the fourth quarter of fiscal 2023 which caused us to report a net loss for fiscal 2023 and we recorded charges for the impairment of trademarks during the fourth quarter of fiscal 2024 and fiscal 2025.
In addition, if one or more of our competitors is able to reduce its production costs by taking greater advantage of any reductions in raw material prices, favorable sourcing agreements or new manufacturing technologies (which enable manufacturers to produce goods on a more cost-effective basis) we may face pricing pressures from those competitors and may be forced to reduce our prices or face a decline in net sales, either of which could have an adverse effect on our business, results of operations or financial condition. ​ If we inadequately protect, maintain and enforce our trademark and other intellectual property rights, or infringe the intellectual property rights of third parties, our business could be harmed. ​ We believe that our trademarks and other proprietary rights are important to our success and our competitive position.
In addition, if one or more of our competitors is able to reduce its production costs by taking greater advantage of any reductions in raw material prices, favorable sourcing agreements or new manufacturing technologies (which enable manufacturers to produce goods on a more cost-effective basis), we may face pricing pressures from those competitors and may be forced to reduce our prices or face a decline in net sales, either of which could have an adverse effect on our business, results of operations or financial condition. ​ If we inadequately protect, maintain and enforce our trademark and other intellectual property rights, or infringe the intellectual property rights of third parties, our business could be harmed. ​ Our trademarks and other proprietary rights are important to our success and our competitive position.
Risks associated with our digital business include: ​ ● the security or failure of the computer systems, including those of third-party vendors, that operate our digital sites including, among others, inadequate system capacity, computer viruses, human error, changes in programming, security breaches or other cybersecurity concerns, system upgrades or migration of these services to new systems; ● disruptions in the Internet or telecom service or power outages; ● reliance on third parties for computer hardware and software and merchandise deliveries; ● rapid technology changes; ● the failure to deliver products to customers on-time, as ordered and without damage or to satisfy customer expectations; ● credit or debit card fraud and other payment processing issues; ● liability for online content; and ● consumer privacy concerns and regulations. ​ Problems in any of these areas could result in a reduction in sales, increased costs and damage to our reputation and brands, which could adversely affect our business and results of operations. ​ Risk Factors Relating to the Operation of Our Business ​ If we lose the services of our key personnel, or are unable to attract key personnel, our business will be harmed. ​ Our future success depends on Morris Goldfarb, our Chairman and Chief Executive Officer, and other key personnel.
Risks associated with our digital business include: ​ ● the security or failure of the computer systems, including those of third-party vendors, that operate our digital sites including, among others, inadequate system capacity, computer viruses, human error, changes in programming, security breaches or other cybersecurity concerns, system upgrades or migration of these services to new systems; ● disruptions in the internet or telecom service or power outages; ● reliance on third parties for computer hardware and software and merchandise deliveries; ● rapid technology changes; ● the failure to deliver products to customers on-time, as ordered and without damage or to satisfy customer expectations; ● credit or debit card fraud and other payment processing issues; ● liability for online content; and ● consumer privacy concerns and regulations. ​ Problems in any of these areas could result in a reduction in sales, increased costs and damage to our reputation and brands, which could adversely affect our business and results of operations. ​ 22 Table of Contents Risk Factors Relating to the Operation of Our Business ​ If we lose the services of our key personnel, or are unable to attract key personnel, our business will be harmed. ​ Our future success depends on Morris Goldfarb, our Chairman and Chief Executive Officer, and other key personnel.
The unexpected loss of services of one or more of these individuals or the inability to attract key personnel could also adversely affect us. ​ We have expanded our business through acquisitions that could result in diversion of resources, an inability to integrate acquired operations and extra expenses.
The unexpected loss of services of one or more of these individuals or the inability to attract key personnel could also adversely affect us. ​ We have expanded our business through acquisitions and investments that could result in diversion of resources, an inability to integrate acquired operations and extra expenses.
We may also experience difficulties in implementing or operating our new or upgraded business processes or information technology systems, including, but not limited to, ineffective or inefficient operations, significant system failures, system outages, delayed implementation and loss of system availability, which could lead to increased implementation and/or operational costs, loss or corruption of data, delayed shipments, excess inventory and interruptions of operations resulting in lost sales and/or profits. ​ While we devote significant resources to network security, backup and disaster recovery, enhanced training and other security measures to protect our systems and data, security measures cannot provide absolute security or guarantee that we will be successful in preventing or responding to every breach or disruption on a timely basis.
We may also experience difficulties in implementing or operating our new or upgraded business processes or information technology systems, including, but not limited to, ineffective or inefficient operations, significant system failures, system outages, delayed implementation and loss of system availability, which could lead to increased implementation and/or operational costs, loss or corruption of data, delayed shipments, excess inventory and interruptions of operations resulting in lost sales and/or profits. ​ 31 Table of Contents While we devote significant resources to network security, backup and disaster recovery, enhanced training and other security measures to protect our systems and data, security measures cannot provide absolute security or guarantee that we will be successful in preventing or responding to every breach or disruption on a timely basis.
If we are unsuccessful in protecting and enforcing our intellectual property rights, our brands, business, financial condition and results of operations may be materially adversely affected. ​ We are subject to the risk that our licensees may not generate expected sales or maintain the value of our brands. ​ We currently license, and expect to continue licensing, certain of our proprietary rights, such as trademarks, to third parties.
If we are unsuccessful in protecting and enforcing our intellectual property rights, our brands, business, financial condition and results of operations may be materially adversely affected. ​ We are subject to the risk that our partners may not generate expected sales or maintain the value of our brands. ​ We currently license, and expect to continue licensing, certain of our proprietary rights, such as trademarks, to third parties.
These restrictions limit our ability, among other things, to: ​ ● incur, assume or permit to exist additional indebtedness (including guarantees thereof); ● pay dividends or certain other distributions on our capital stock or repurchase our capital stock or prepay subordinated indebtedness; ● prepay, redeem or repurchase certain debt; ● issue certain preferred stock or similar equity securities; ● incur liens on assets; ● make certain loans, investments or other restricted payments; ● allow to exist certain restrictions on the ability of our restricted subsidiaries to pay dividends or make other payments to us; ● engage in transactions with affiliates; ● alter the business that we conduct; and ● sell certain assets or merge or consolidate with or into other companies. ​ As a result of these restrictions, we may be: ​ ● limited in how we conduct our business; ● unable to raise additional debt or equity financing to operate during general economic or business downturns; or ● unable to compete effectively or to take advantage of new business opportunities. ​ 38 Table of Contents A breach of the covenants under the indenture or the ABL Credit Agreement could result in an event of default under the applicable indebtedness.
These restrictions limit our ability, among other things, to: ​ ● incur, assume or permit to exist additional indebtedness (including guarantees thereof); ● pay dividends or certain other distributions on our capital stock or repurchase our capital stock or prepay subordinated indebtedness; ● prepay, redeem or repurchase certain debt; ● issue certain preferred stock or similar equity securities; ● incur liens on assets; ● make certain loans, investments or other restricted payments; ● allow to exist certain restrictions on the ability of our restricted subsidiaries to pay dividends or make other payments to us; ● engage in transactions with affiliates; ● alter the business that we conduct; and ● sell certain assets or merge or consolidate with or into other companies. ​ As a result of these restrictions, we may be: ​ ● limited in how we conduct our business; ● unable to raise additional debt or equity financing to operate during general economic or business downturns; or ● unable to compete effectively or to take advantage of new business opportunities. ​ A breach of the covenants under the ABL Credit Agreement could result in an event of default under the applicable indebtedness.
Should such restrictions on our credit facilities and these factors occur, they could have a material adverse effect on our business and results of operations. ​ We may not be able to generate sufficient cash to service all of our indebtedness, including under the Senior Secured Notes or the ABL Credit Agreement, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful. ​ Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control.
Should such restrictions on our credit facilities and these factors occur, they could have a material adverse effect on our business and results of operations. ​ We may not be able to generate sufficient cash to service all of our indebtedness, including the ABL Credit Agreement, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful. ​ Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control.
In addition, the continuation or escalation of these wars, including the potential for additional countries to declare ware against each other, may lead to further, broader unfavorable macroeconomic implications, including unfavorable foreign exchange rates, increases in fuel prices, food shortages, a weakening of the worldwide economy, lower consumer demand and volatility in financial markets.
In addition, the continuation or escalation of these wars, including the potential for additional countries to declare war against each other, may lead to further, broader unfavorable macroeconomic implications, including unfavorable foreign exchange rates, increases in fuel prices, food shortages, a weakening of the worldwide economy, lower consumer demand and volatility in financial markets.
If our information technology systems suffer severe damage, disruption or shutdown, by unintentional or malicious actions of employees and contractors or by cyber-attacks, and our business continuity plans do not effectively resolve the issues in a timely manner, we could experience business disruptions, reputational damage, transaction errors, processing inefficiencies, increased overhead costs, excess inventory, product shortages and a loss of important information, causing our business, financial condition and results of operations to be 32 Table of Contents adversely affected.
If our information technology systems suffer severe damage, disruption or shutdown, by unintentional or malicious actions of employees and contractors or by cyber-attacks, and our business continuity plans do not effectively resolve the issues in a timely manner, we could experience business disruptions, reputational damage, transaction errors, processing inefficiencies, increased overhead costs, excess inventory, product shortages and a loss of important information, causing our business, financial condition and results of operations to be adversely affected.
We cannot be certain that any additional required financing, whether debt or equity, will be available in amounts needed or on terms acceptable to us, if at all. ​ As of January 31, 2024, we were in compliance with the financial covenants in our credit facility.
We cannot be certain that any additional required financing, whether debt or equity, will be available in amounts needed or on terms acceptable to us, if at all. ​ As of January 31, 2025, we were in compliance with the financial covenants in our credit facility.
If we are not successful in implementing and managing our plans with respect to operating our retail business, we may not be able to achieve operating enhancements, sales growth and/or cost reductions or may continue to report operating losses in our retail operations segment, which could adversely impact our business, results of operations and financial condition. ​ Leasing of significant amounts of real estate exposes us to possible liabilities and losses. ​ All of the stores operated by us are leased.
If we are not successful in implementing and managing our turnaround strategy with respect to operating our retail business, we may not be able to achieve operating enhancements, sales growth and/or cost reductions or may continue to report operating losses in our retail operations segment, which could adversely impact our business, results of operations and financial condition. ​ Leasing of significant amounts of real estate exposes us to possible liabilities and losses. ​ All of the stores operated by us are leased.
Discovery and disclosure of a material weakness in our internal control over financial reporting could have a material impact on our financial statements and could cause the market price of our securities to decline. ​ 35 Table of Contents While we have developed and instituted corporate compliance programs and continue to update our programs in response to newly implemented or changing regulatory requirements, we cannot provide assurance that we are or will be in compliance with all potentially applicable corporate regulations.
Discovery and disclosure of a material weakness in our internal control over financial reporting could have a material impact on our financial statements and could cause the market price of our securities to decline. ​ While we have developed and instituted corporate compliance programs and continue to update our programs in response to newly implemented or changing regulatory requirements, we cannot provide assurance that we are or will be in compliance with all potentially applicable corporate regulations.
The outcomes from these examinations, changes in the business, changes in applicable tax rules or other tax matters may have an adverse impact on our results of operations. ​ We are subject to significant corporate regulation as a public company and failure to comply with applicable regulations could subject us to liability or negatively affect the market price of our securities. ​ As a publicly traded company, we are subject to a significant body of regulation, including the reporting requirements of the Exchange Act, the listing requirements of the Nasdaq Global Select Market, the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.
The outcomes from these examinations, changes in the business, changes in applicable tax rules or other tax matters may have an adverse impact on our results of operations. ​ We are subject to significant corporate regulation as a public company and failure to comply with applicable regulations could subject us to liability or negatively affect the market price of our securities. ​ As a publicly traded company, we are subject to a significant body of regulation, including the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the listing requirements of the Nasdaq Global Select Market, the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.
Similarly, the occurrence of one or more natural disasters, such as hurricanes, fires, floods or earthquakes, or public health crises, such as COVID-19, could result in the closure of one or more of our distribution centers, our corporate headquarters or a significant number of stores or impact one or more of our key suppliers.
Similarly, the occurrence of one or more natural disasters, such as hurricanes, fires, floods or earthquakes, or public health crises, could result in the closure of one or more of our distribution centers, our corporate headquarters or a significant number of stores or impact one or more of our key suppliers.
Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, disrupt our operations and the services we provide to customers and damage our reputation, which could adversely affect our business, revenues and competitive position. ​ 33 Table of Contents We are also reliant on the security practices of our third-party service providers.
Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, disrupt our operations and the services we provide to customers and damage our reputation, which could adversely affect our business, revenues and competitive position. ​ We are also reliant on the security practices of our third-party service providers.
In addition, if we are unable to offset higher warehousing costs through product price increases or other measures, our results of operations may be adversely affected. ​ Fluctuations in the price, availability and quality of materials used in our products could have a material adverse effect on our cost of goods sold and our ability to meet our customers’ demands. ​ Fluctuations in the price, availability and quality of raw materials used in our products could have a material adverse effect on our cost of sales or our ability to meet the demands of our customers.
In addition, if we are unable to offset higher supply chain costs through product price increases or other measures, our results of operations may be adversely affected. ​ Fluctuations in the price, availability and quality of materials used in our products could have a material adverse effect on our cost of goods sold and our ability to meet our customers’ demands. ​ Fluctuations in the price, availability and quality of raw materials used in our products could have a material adverse effect on our cost of sales or our ability to meet the demands of our customers.
The United States’ Uyghur Forced Labor Prevention Act (“UFLPA”) empowers the United States Customs and Border Protection Agency (the “US CBP”) to withhold release of items produced in whole or in part in the XUAR or produced by companies included on a government-created UFLPA entity list, creating a presumption that such goods were produced using forced labor.
The United States’ Uyghur Forced Labor Prevention Act (“UFLPA”) empowers the United States Customs and Border Protection Agency (the “US CBP”) to withhold release of items produced in whole or in part in the 28 Table of Contents XUAR or produced by companies included on a government-created UFLPA entity list, creating a presumption that such goods were produced using forced labor.
In addition, we may not be able to close an unprofitable store due to an existing operating covenant, which may cause us to operate the location at a loss and prevent us from finding a more desirable location. ​ Our retail stores are heavily dependent on the ability and desire of consumers to travel and shop.
In addition, we may not be able to close an unprofitable store due to an existing operating covenant, which may cause us to operate the location at a loss and prevent us from finding a more desirable location. ​ 21 Table of Contents Our retail stores are heavily dependent on the ability and desire of consumers to travel and shop.
A reduction in outlet mall traffic as a result of these or other factors could materially adversely affect our business. ​ 23 Table of Contents Our digital business faces distinct risks, and our failure to successfully manage this business could have a negative impact on our profitability. ​ We are investing in our digital business and seeking to increase the amount of business derived from our digital operations.
A reduction in outlet mall traffic as a result of these or other factors could materially adversely affect our business. ​ Our digital business faces distinct risks, and our failure to successfully manage this business could have a negative impact on our profitability. ​ We are investing in our digital business and seeking to increase the amount of business derived from our digital operations.
The failure to maintain or renew our material license agreements could cause us to lose significant revenue and have a material adverse effect on our results of operations. ​ Any adverse change in our relationship with PVH Corp. and its Calvin Klein or Tommy Hilfiger brands, including as a result of the limited extension period of our license agreements for these brands, could have a material adverse effect on our results of operations. ​ As of January 31, 2024, we have license agreements relating to a variety of products sold under the Calvin Klein and Tommy Hilfiger brands, both of which are owned by PVH.
The failure to maintain or renew our material license agreements could cause us to lose significant revenue and have a material adverse effect on our results of operations. ​ Any adverse change in our relationship with PVH and its Calvin Klein or Tommy Hilfiger brands, including as a result of the limited extension period of our license agreements for these brands, could have a material adverse effect on our results of operations. ​ We have license agreements relating to a variety of products sold under the Calvin Klein and Tommy Hilfiger brands, both of which are owned by PVH.
Any failure by these 29 Table of Contents manufacturers to comply with required labor standards or any other divergence in their labor or other practices from those generally considered ethical in the United States and the potential negative publicity relating to any of these events, could result in a violation by us of our license agreements, and harm us and our reputation.
Any failure by these manufacturers to comply with required labor standards or any other divergence in their labor or other practices from those generally considered ethical in the United States and the potential negative publicity relating to any of these events, could result in a violation by us of our license agreements, and harm us and our reputation.
If our actual financial results are worse than our financial forecasts or forecasts provided by outside investment analysts, or others, the price of our common stock 36 Table of Contents may decline. Investors who rely on these predictions when making investment decisions with respect to our securities do so at their own risk.
If our actual financial results are worse than our financial forecasts or forecasts provided by outside investment analysts, or others, the price of our common stock may decline. Investors who rely on these predictions when making investment decisions with respect to our securities do so at their own risk.
We cannot assure you that we will maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, including under the Senior Secured Notes or the ABL Credit Agreement. ​ If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness.
We cannot assure you that we will maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, including the ABL Credit Agreement. ​ If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness.
They could also adversely affect our industry and the 34 Table of Contents global demand for our products, and as a result, our business, financial condition and results of operations could be adversely affected. ​ Changes in tax legislation or exposure to additional tax liabilities could impact our business. ​ Changes to U.S. and international tax laws could have a negative impact on our results of operations.
They could also adversely affect our industry and the global demand for our products, and as a result, our business, financial condition and results of operations could be adversely affected. ​ Changes in tax legislation or exposure to additional tax liabilities could impact our business. ​ Changes to U.S. and international tax laws could have a negative impact on our results of operations.
Any action to prosecute, enforce or defend any intellectual property claim, regardless of merit or resolution, could be costly and may divert the efforts and attention of our management and technical personnel. We may not prevail in such proceedings given the complex technical issues and inherent uncertainties in intellectual property litigation.
Any action to prosecute, enforce or defend any 25 Table of Contents intellectual property claim, regardless of merit or resolution, could be costly and may divert the efforts and attention of our management and technical personnel. We may not prevail in such proceedings given the complex technical issues and inherent uncertainties in intellectual property litigation.
The Company, similar to other companies that conduct their business internationally, does a significant amount of business that would be impacted by changes to the trade policies of the U.S. and foreign countries (including governmental action related to tariffs, international trade agreements, or economic sanctions).
G-III, similar to other companies that conduct their business internationally, does a significant amount of business that would be impacted by changes to the trade policies of the U.S. and foreign countries (including governmental action related to tariffs, international trade agreements, or economic sanctions).
We are highly dependent on our results of operations during the second half of our fiscal year. Any difficulties we may encounter during this period as a result of weather or disruption of manufacturing or transportation of our products will have a magnified effect on our results of operations for the year.
We are highly dependent on our results of operations during the second half of our fiscal year. Any difficulties we may encounter during this period as a result of weather or disruption of manufacturing or transportation of our products will 23 Table of Contents have a magnified effect on our results of operations for the year.
In addition to granting us a license to produce and sell products, our licensors typically produce and sell their own products and may also grant licenses to third parties to produce and sell products.
In addition to granting us licenses to produce and sell products, our licensors typically produce and sell their own products and may also grant licenses to third parties to produce and sell products.
The Securities and Exchange Commission and Nasdaq regularly propose and adopt new regulatory requirements. ​ The internal control over financial reporting required by Section 404 of the Sarbanes-Oxley Act may not prevent or detect misstatements because of certain of its limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud.
The SEC and Nasdaq regularly propose and adopt new regulatory requirements. ​ The internal control over financial reporting required by Section 404 of the Sarbanes-Oxley Act may not prevent or detect misstatements because of certain of its limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud.
As a result, the ABL Credit Agreement and the indenture may prevent us from using the proceeds from such dispositions to satisfy our debt service obligations. ​ Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly. ​ The borrowings under the ABL Credit Agreement will be at variable rates of interest and expose us to interest rate risk.
As a result, the ABL Credit Agreement may prevent us from using the proceeds from such dispositions to satisfy our debt service obligations. ​ Our variable rate indebtedness subjects us to interest rate risk, which could cause our indebtedness service obligations to increase significantly. ​ The borrowings under the ABL Credit Agreement are at variable rates of interest and expose us to interest rate risk.
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. ​ The cyclical nature of the apparel industry and uncertainty over future economic prospects and consumer spending could have a material adverse effect on our results of operations. ​ The apparel industry is cyclical.
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. ​ 26 Table of Contents The cyclical nature of the apparel industry and uncertainty over future economic prospects and consumer spending could have a material adverse effect on our results of operations. ​ The apparel industry is cyclical.
Further, bad actors around the world use increasingly sophisticated methods, including the use of artificial intelligence, to engage in illegal activities involving the theft and misuse of personal information, confidential information, and intellectual property.
Further, bad actors around the world use increasingly sophisticated methods, including the use of artificial intelligence, to engage in illegal 32 Table of Contents activities involving the theft and misuse of personal information, confidential information, and intellectual property.
If we do not satisfy any of the material requirements of a license agreement or receive approval with respect to a restricted transaction, a licensor may have the right to terminate our license.
If we do not satisfy any of the material requirements of a license agreement or receive approval with respect to a restricted transaction, a licensor may have the right to terminate our license and seek damages.
Therefore, our operations could be interrupted by travel restrictions, earthquakes, floods , fires or other natural disasters near our distribution centers. Our business interruption insurance may not adequately protect us from the adverse effects that could be caused by significant disruptions affecting our distribution facilities.
Therefore, our operations could be interrupted by travel restrictions, earthquakes, floods , fires, public health crises or other natural disasters affecting our distribution centers. Our business interruption insurance may not adequately protect us from the adverse effects that could be caused by significant disruptions affecting our distribution facilities.
Such changes may require us to make significant investments in operating systems and technology that may impact our business. Failure to keep up with changes in technology could result in the loss of business.
Such changes 30 Table of Contents may require us to make significant investments in operating systems and technology that may impact our business. Failure to keep up with changes in technology could result in the loss of business.
These implications of the wars in Ukraine and the Middle East could have a material adverse effect on our business and our results of operations. ​ Any other acts of terrorism or new or extended hostilities may disrupt commerce and undermine consumer confidence, which could negatively impact our sales and results of operations.
These implications of 27 Table of Contents the conflicts in Ukraine and the Middle East could have a material adverse effect on our business and our results of operations. ​ Any other acts of terrorism or new or extended hostilities may disrupt commerce and undermine consumer confidence, which could negatively impact our sales and results of operations.
These types of decisions by our key customers could adversely affect our business. ​ 28 Table of Contents The effects of war, including wars in Ukraine and the Middle East, acts of terrorism, natural disasters or public health crises could adversely affect our business and results of operations. ​ The current wars in Ukraine and the Middle East and the continued threat of terrorism, heightened security measures and military action in response to acts of terrorism or civil unrest has, at times, disrupted commerce and intensified concerns regarding the United States and world economies.
These types of decisions by our key customers could adversely affect our business. ​ The effects of war, conflicts in Ukraine and the Middle East, acts of terrorism, natural disasters or public health crises could adversely affect our business and results of operations. ​ The conflicts in Ukraine and the Middle East, and the continued threat of terrorism, heightened security measures and military action in response to acts of terrorism or civil unrest has, at times, disrupted commerce and intensified concerns regarding the United States and world economies.
Reductions in purchases by these customers or other large retailers could adversely affect our sales. ​ 22 Table of Contents Sales to customers generally occur on an order-by-order basis that may be subject to cancellation or rescheduling by the customer.
Reductions in purchases by these customers or other large retailers could adversely affect our sales. ​ Sales to customers generally occur on an order-by-order basis that may be subject to cancellation or rescheduling by the customer.
In fiscal 2024, net sales of licensed product accounted for 53.4% of our net sales compared to 58.6% of our net sales in fiscal 2023 and 67.2% of our net sales in fiscal 2022. ​ We are generally required to achieve specified minimum net sales, make specified royalty and advertising payments and receive prior approval from the licensor as to all design and other elements of each product prior to production.
In fiscal 2025, net sales of licensed product accounted for 48.0% of our net sales compared to 53.4% of our net sales in fiscal 2024 and 58.6% of our net sales in fiscal 2023. ​ We are generally required to achieve specified minimum net sales, make specified royalty and advertising payments and receive prior approval from the licensor as to all design and other elements of each product prior to production.
Approximately $393.2 million of our trademarks and other intangibles was recorded in connection with our acquisition of DKNY and Donna Karan and approximately $188.2 million of our trademarks and other intangibles was recorded in connection with our acquisition of Karl Lagerfeld. ​ Under accounting principles generally accepted in the United States (“GAAP”), we review our goodwill and other indefinite life intangibles for impairment annually as of January 31 of each fiscal year and when events or changes in circumstances warrant.
Approximately $390.7 million of our trademarks and other intangibles was recorded in connection with our acquisition of DKNY and Donna Karan and approximately $177.0 million of our trademarks and other intangibles was recorded in connection with our acquisition of Karl Lagerfeld. ​ Under accounting principles generally accepted in the United States (“GAAP”), we review our goodwill and other indefinite life intangibles for impairment annually as of January 31 of each fiscal year and when events or changes in circumstances warrant.
In addition, our ability to continue to operate our business without significant interruption in the event of a disaster or other disruption depends in part on the ability of our information systems to operate in accordance with our disaster recovery and business continuity plans. ​ Cyber criminals are constantly devising schemes to circumvent information technology security safeguards and other retailers have suffered serious data security breaches.
In addition, our ability to continue to operate our business without significant interruption in the event of a disaster or other disruption depends in part on the ability of our information systems to operate in accordance with our disaster recovery and business continuity plans. ​ Cyber criminals are constantly devising new, sophisticated schemes to circumvent information technology security safeguards, including through the use of artificial intelligence, and other retailers have suffered serious data security breaches.
Any future refinancing of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants which could further restrict our business operations. Additionally, the ABL Credit Agreement and the indenture that will govern the Senior Secured Notes will limit the use of the proceeds from any disposition of our assets.
Any future refinancing of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants which could further restrict our business operations. Additionally, the ABL Credit Agreement will limit the use of the proceeds from any disposition of our assets.
Despite our preventative efforts, our systems are vulnerable from time to time to damage or interruption from, among other things, security breaches, cyber-attacks, computer viruses, ransomware, power outages, fire, natural disasters, systems failures and other technical malfunctions.
Despite our preventative efforts (including those described in “Cybersecurity”), our systems are vulnerable from time to time to damage or interruption from, among other things, security breaches, cyber-attacks, computer viruses, ransomware, power outages, fire, natural disasters, systems failures and other technical malfunctions.
In addition, the laws of certain foreign countries may not protect proprietary 26 Table of Contents rights to the same extent as the laws of the United States.
In addition, the laws of certain foreign countries may not protect proprietary rights to the same extent as the laws of the United States.
It is unclear whether the Federal Reserve will reduce interest rates or maintain the current high rates in fiscal 2025. Higher interest rates may increase the costs of our borrowing under our revolving credit facility, may increase economic uncertainty and may negatively affect consumer spending. Volatility in interest rates may adversely affect our business and our customers.
It is unclear whether the Federal Reserve will reduce, increase or maintain the current rates in the future. Higher interest rates may increase the cost of our borrowing under our revolving credit facility, may increase economic uncertainty and may negatively affect consumer spending. Volatility in interest rates may adversely affect our business or our customers.
For example, the European Union General Data Protection Regulation (“GDPR”) has caused significantly greater compliance burdens and costs for companies with users and operations in the European Union (“EU”) and European Economic Area (“EEA”).
For example, the European Union General Data Protection Regulation (“GDPR”) creates significantly greater compliance burdens and costs for companies with users and operations in the European Economic Area (“EEA”).
Continued high rates of inflation in the future could result in a reduction of consumer demand and increased promotional activity, as well as increases in our operating costs. ​ The Federal Reserve raised interest rates several times in fiscal 2024 in response to concerns about inflation.
Continued high rates of inflation, including as a result of tariffs, in the future could result in a reduction of consumer demand and increased promotional activity, as well as increases in our operating costs. ​ The Federal Reserve increased interest rates several times in fiscal 2024 in response to concerns about inflation, and began to decrease interest rates in fiscal 2025.
Our credit ratings may not reflect all risks associated with the Senior Secured Notes or our other indebtedness. ​ Our access to the debt markets and the terms of such access depend on multiple factors including the condition of the debt capital markets, our operating performance and our credit ratings.
Our credit ratings may not reflect all risks associated with our indebtedness. ​ Our access to the debt markets and the terms of such access depend on multiple factors including the condition of the debt capital markets, our operating performance and our credit ratings.
Under GDPR, fines of up to 20 million Euros or 4% of a company’s annual global revenues, whichever is greater, can be imposed for violations. ​ The California Privacy Rights Act (“CPRA”) and the California Consumer Privacy Act (“CCPA”) regulate how we may collect, use, and process personal data of California residents, and provide California residents with certain rights regarding their personal data.
Under GDPR, fines of up to 20 million Euros or 4% of a company’s annual global revenues, whichever is greater, can be imposed for violations. ​ In the United States, the California Consumer Privacy Act (“CCPA”) regulates how we may collect, use, and process personal data of California residents, and provides California residents with certain rights regarding their personal data.
The loss of any of our large customers, the reduction in stores operated by a large customer or the bankruptcy or serious financial difficulty of any of our large customers, could have a material adverse effect on us. ​ Risks Relating to Our Retail Operations ​ Our retail operations may continue to incur losses if the revisions to our retail operations do not significantly improve the results of operations of our retail business. ​ Our retail operations segment reported an operating loss of $30.5 million in fiscal 2024, $33.6 million in fiscal 2023 and $24.8 million in fiscal 2022.
The loss of any of our large customers, the reduction in stores operated by a large customer or the bankruptcy or serious financial difficulty of any of our large customers, could have a material adverse effect on us. ​ Risks Relating to Our Retail Operations ​ Our retail operations may continue to incur losses if our retail turnaround strategy does not significantly improve the results of operations of our retail business. ​ Our retail operations segment reported an operating loss of $14.0 million in fiscal 2025, $30.5 million in fiscal 2024 and $33.6 million in fiscal 2023.
If our trademarks and other intangibles become impaired, we may be required to record additional charges to earnings. ​ As of January 31, 2024, we had trademarks and other intangibles in an aggregate amount of $662.0 million, or approximately 25% of our total assets and approximately 43% of our stockholders’ equity.
If our trademarks and other intangibles become impaired, we may be required to record additional charges to earnings. ​ As of January 31, 2025, we had trademarks and other intangibles in an aggregate amount of $636.0 million, or approximately 26% of our total assets and approximately 38% of our stockholders’ equity.
(the “LVMH Note”) that constituted a portion of the purchase price for the acquisition of DKNY and Donna Karan. ​ Our significant amount of debt and our debt service obligations could limit our ability to satisfy our obligations, limit our ability to operate our business and impair our competitive position. ​ For example, it could: ​ ● make it more difficult for us to satisfy our obligations under the Senior Secured Notes and the ABL Credit Agreement; ● increase our vulnerability to adverse economic and general industry conditions, including interest rate fluctuations, because a portion of our borrowings are and will continue to be at variable rates of interest; 37 Table of Contents ● require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, which would reduce the availability of our cash flow from operations to fund working capital, capital expenditures or other general corporate purposes; ● limit our flexibility in planning for, or reacting to, changes in our business and industry; ● place us at a disadvantage compared to competitors that may have proportionately less debt; ● limit our ability to obtain additional debt or equity financing due to applicable financial and restrictive covenants in our debt agreements; and ● increase our cost of borrowing. ​ Despite our substantial indebtedness, we may still be able to incur significantly more debt.
(the “LVMH Note”) that constituted a portion of the purchase price for the acquisition of DKNY and Donna Karan. ​ Any debt we incur in the future could limit our ability to satisfy our obligations, limit our ability to operate our business and impair our competitive position. ​ For example, it could: ​ ● make it more difficult for us to satisfy our obligations under the ABL Credit Agreement; ● increase our vulnerability to adverse economic and general industry conditions, including interest rate fluctuations, because a portion of our borrowings are and will continue to be at variable rates of interest; ● require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, which would reduce the availability of our cash flow from operations to fund working capital, capital expenditures or other general corporate purposes; ● limit our flexibility in planning for, or reacting to, changes in our business and industry; 36 Table of Contents ● place us at a disadvantage compared to competitors that may have proportionately less debt; ● limit our ability to obtain additional debt or equity financing due to applicable financial and restrictive covenants in our debt agreements; and ● increase our cost of borrowing. ​ The ABL Credit Agreement imposes significant operating and financial restrictions that may limit our current and future operating flexibility, particularly our ability to respond to changes in the economy or our industry or to take certain actions, which could harm our long term interests and may limit our ability to make payments under the ABL Credit Agreement or satisfy our other obligations. ​ The ABL Credit Agreement imposes significant operating and financial restrictions on us.
Tariffs and other changes in U.S. trade policy have in the past and could in the future trigger retaliatory actions by affected countries. Certain foreign governments have instituted or are considering imposing retaliatory measures on certain U.S. goods. Further, any emerging protectionist or nationalist trends either in the U.S. or in other countries could affect the trade environment.
Tariffs and other changes in U.S. trade policy have in the past and could in the future trigger retaliatory actions by affected countries. Certain foreign governments have instituted or are considering imposing retaliatory measures on certain U.S. goods.
The sufficiency and availability of credit may be adversely affected by a variety of factors, including, without limitation, the tightening of the credit markets, including lending by financial institutions who are sources of credit for our borrowing and liquidity; an increase in the cost of capital; the reduced availability of credit; our ability to execute our strategy; the level of our cash flows, which will be impacted by retailer and consumer acceptance of our products and the level of consumer discretionary spending; maintenance of financial covenants included in our ABL Credit Agreement and interest rate fluctuations. ​ Interest rates increased in fiscal 2024 and while interest rates many not increase further in fiscal 2025, it is unclear whether the Federal Reserve will reduce interest rates or maintain the current high rates in fiscal 2025.
The sufficiency and availability of credit may be adversely affected by a variety of factors, including, without limitation, the tightening of the credit markets, including lending by financial institutions who are sources of credit for our borrowing and liquidity; an increase in the cost of capital; the reduced availability of credit; our ability to execute our strategy; the level of our cash flows, which will be impacted by retailer and consumer acceptance of our products and the level of consumer discretionary spending; maintenance of financial covenants included in our ABL Credit Agreement and interest rate fluctuations. ​ 37 Table of Contents Interest rates increased in fiscal 2024 and began to decrease in fiscal 2025.
During fiscal 2023, we implemented price increases on many of our products in an effort to mitigate the effect of higher costs. In fiscal 2023, the historic high rates of inflation, 27 Table of Contents including increased fuel and food prices, led to a softening of consumer demand and increased promotional activity in our categories, which continued into fiscal 2024.
Beginning in fiscal 2023, we have implemented price increases on many of our products in an effort to mitigate the effect of higher costs. In recent years, the historic high rates of inflation, including increased fuel and food prices, have led to a softening of consumer demand and increased promotional activity in our categories.
Although we attempt to protect our brand through approval rights over the design, production processes, quality, packaging, merchandising, distribution, advertising and promotion of our licensed products, we cannot completely control the use of our licensed brand by our licensees.
We also engage distributors and agents to market our products and operate stores in certain regions. Although we attempt to protect our brand through approval rights over the design, production processes, quality, packaging, merchandising, distribution, advertising and promotion of our licensed products, we cannot completely control the use of our licensed brand by our licensees.
The potential disruption to our business operations in Hong Kong and additional tariffs and trade restrictions resulting from this security law, as well as any future additional security laws, could have an adverse impact on our results of operations. To date, no such disruptions have occurred. In March 2024, a new security law was adopted by Hong Kong.
The potential disruption to our business operations in Hong Kong and additional tariffs and trade restrictions resulting from this security law, as well as any future additional security laws, could have an adverse impact on our results of operations. In March 2024, Hong Kong passed additional national security legislation.
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 limited extension period of the amended Calvin Klein and Tommy Hilfiger license agreements could cause a significant decrease in our net sales and have a material adverse effect on our results of operations. ​ 21 Table of Contents Our success is dependent on the strategies and reputation of our licensors. ​ We strive to offer our products on a multiple brand, multiple channel and multiple price point basis.
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 limited extension period of the amended Calvin Klein and Tommy Hilfiger license agreements could cause a significant decrease in our net sales and have a material adverse effect on our results of operations.
The Pillar Two Model Rules provide for a global minimum tax of 15% for multinational enterprise groups, and is expected to be effective for our fiscal year ending January 31, 2025.
The Pillar Two Model Rules provide for a global minimum tax of 15% for multinational enterprise groups, and is effective for fiscal 2025.
To the extent that any of our key customers reduces the number of its vendors and, as a result, reduces or eliminates purchases from us, there could be a material adverse effect on us. ​ We have significant customer concentration, and the loss of one of our large customers could adversely affect our business. ​ Our ten largest customers, all of which are department or discount store groups, accounted for approximately 70.1% of our net sales in fiscal 2024, 74.2% of our net sales in fiscal 2023 and 78.0% of our net sales in fiscal 2022, with the Macy’s Inc. group accounting for approximately 19.2% of our net sales in fiscal 2024, 21.6% of our net sales in fiscal 2023 and 23.9% of our net sales in fiscal 2022.
To the extent that any of our key customers reduces the number of its vendors and, as a result, reduces or eliminates purchases from us, there could be a material adverse effect on us. ​ We have significant customer concentration, and a reduction in purchases or the loss of one of our large customers could adversely affect our business. ​ Our ten largest customers, all of which are department stores or off price accounts, accounted for approximately 69.6% of our net sales in fiscal 2025, with the Macy’s Inc. group accounting for approximately 18.0% of our net sales in fiscal 2025.
This could disrupt our business and adversely affect our financial condition. ​ Part of our growth strategy is to pursue acquisitions. Our most recent acquisition resulted in our owning all of the interests in the parent company of Karl Lagerfeld. The negotiation of potential acquisitions, as well as the integration of acquired businesses, could divert our management’s time and resources.
This could disrupt our business and adversely affect our financial condition. ​ Part of our growth strategy is to pursue acquisitions. Our most recent material acquisition resulted in our owning all of the interests in the parent company of Karl Lagerfeld.
If our operating results and available cash are insufficient to meet our debt service obligations, we could face 39 Table of Contents substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations.
These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. If our operating results and available cash are insufficient to meet our debt service obligations, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations.
See the table in “Wholesale Operations-Licensed Products” above for information with respect to the current terms of these agreements. ​ PVH, the owner of these two brands, has indicated that it intends to produce these Calvin Klein and Tommy Hilfiger products itself once these license agreements expire.
See the table in “Complementary Portfolio of Licensed Brands” above for information with respect to the current terms of the remaining agreements. ​ PVH has indicated publicly that it will produce these Calvin Klein and Tommy Hilfiger products itself once these license agreements expire.
These include: ​ ● the burdens of complying with a variety of foreign laws and regulations, including trade and labor restrictions; ● local product preferences and product requirements; ● more stringent regulation relating to privacy and data protection, including with respect to the collection, use and processing of personal information, particularly in Europe; 30 Table of Contents ● more stringent regulation relating to privacy and data access to, or use of, commercial or personal information, particularly in Europe; ● less rigorous protection of intellectual property; ● compliance with United States and other country laws relating to foreign operations, including the Foreign Corrupt Practices Act, which prohibits U.S. companies from making improper payments to foreign officials for the purpose of obtaining or retaining business; ● unexpected changes in regulatory requirements; and ● new tariffs or other barriers in international markets. ​ We are also subject to general political and economic risks in connection with our international operations, including: ​ ● political instability and terrorist attacks; ● changes in diplomatic and trade relationships; and ● general and economic fluctuations in specific countries or markets. ​ Changes in regulatory, geopolitical, social or economic policies and other factors may have a material adverse effect on our international business in the future or may require us to exit a particular market or significantly modify our current business practices. ​ The national security law implemented in Hong Kong may result in disruptions to our business operations in Hong Kong and additional tariffs and trade restrictions. ​ In June 2020, a new security law was put into effect that changes the way Hong Kong has been governed since the territory was handed over by England to China in 1997.
These include: ​ ● the burdens of complying with a variety of foreign laws and regulations, including trade and labor restrictions; ● local product preferences and product requirements; ● more stringent regulation relating to privacy and data protection, including with respect to the collection, use and processing of personal information, particularly in Europe; ● more stringent regulation relating to privacy and data access to, or use of, commercial or personal information, particularly in Europe; ● less rigorous protection of intellectual property; ● compliance with United States and other country laws relating to foreign operations, including the Foreign Corrupt Practices Act, which prohibits U.S. companies from making improper payments to foreign officials for the purpose of obtaining or retaining business; ● unexpected changes in regulatory requirements; and ● new tariffs or other barriers in international markets. ​ We are also subject to general political and economic risks in connection with our international operations, including: ​ ● political instability and terrorist attacks; ● changes in diplomatic and trade relationships; and ● general and economic fluctuations in specific countries or markets, particularly uncertain economic conditions in the Euro zone. ​ 29 Table of Contents Changes in regulatory, geopolitical, social or economic policies and other factors may have a material adverse effect on our international business in the future or may require us to exit a particular market or significantly modify our current business practices. ​ Risks Related to Cybersecurity, Data Privacy and Information Technology ​ Laws on privacy continue to evolve, and place further limits on how we collect or use customer information could adversely affect our business. ​ We collect, store and process customer information primarily for marketing purposes and to improve the services we provide.
As a result, we may face greater pressure from these customers to provide more favorable terms, including increased support of their retail margins. As purchasing decisions become more centralized, the risks from consolidation increase.
With increased consolidation in the retail industry, we are increasingly dependent on retailers whose bargaining strength may increase and whose share of our business may grow. As a result, we may face greater pressure from these customers to provide more favorable terms, including increased support of their retail margins. As purchasing decisions become more centralized, the risks from consolidation increase.
In addition, sales to Ross Stores accounted for an aggregate of 10.1% of our net sales in fiscal 2024, 9.2% of our net sales in fiscal 2023 and 12.7% of our net sales in fiscal 2022. We expect that these customers will continue to provide a significant percentage of our sales.
TJX Companies accounted for approximately 13.2% of our net sales in fiscal 2025. In addition, sales to Ross Stores accounted for an aggregate of 12.6% of our net sales in fiscal 2025. We expect that these customers will continue to provide a significant percentage of our sales.
Continued consolidation in the retail industry, as well as store closing or retailers ceasing to do business, could negatively impact our business. Various customers of ours, including Macy’s and Kohl’s, have reduced their store footprint and others have filed for bankruptcy. Macy’s also recently announced that it planned to close an additional 150 stores over the next three years.
Continued consolidation in the retail industry, as well as store closing or retailers ceasing to do business, could negatively impact our business. Various customers of ours, including Macy’s and Kohl’s, have reduced their store footprint and others have filed for bankruptcy in recent years, including the recent bankruptcy filing by Hudson’s Bay Company.
As with many technological innovations, artificial intelligence presents risks and challenges that could impact our business. We may adopt and integrate generative artificial intelligence tools into our systems for specific use cases reviewed by legal and information security.
As with many technological innovations, artificial intelligence presents risks and challenges that could impact our business. While we have not currently adopted and integrated generative artificial intelligence tools in our business operations, we may do so in the future for specific use cases reviewed by legal and information security.
Our processes and controls for reporting CSR and sustainability matters across our operations and supply chain are evolving along with multiple disparate standards for identifying, measuring, and reporting related metrics, including related disclosures that may be required by the SEC, European and other regulators., Such standards may change over time, which could result in significant revisions to our current goals, reported progress in achieving such goals, or ability to achieve such goals in the future.
Our processes and controls for reporting CSR and sustainability matters across our operations and supply chain are evolving along with multiple disparate standards for identifying, measuring, and reporting related metrics, including related disclosures that may be required by the SEC, European and other regulators.
Transit times have increased to destinations on the east coast of the United States and Europe, which may result in result in increased transportation costs. ​ If we are unable to mitigate these challenges as well as potential future supply chain disruptions, our ability to meet customer expectations, manage inventory and complete sales could be materially adversely affected.
Our shipping costs to North America and Europe also continued to increase in the second half of fiscal 2025. ​ If we are unable to mitigate these challenges as well as potential future supply chain disruptions, our ability to meet customer expectations, manage inventory and complete sales could be materially adversely affected.
Historically, our wholesale business has been dependent on our sales during the third and fourth quarters. Net sales during the third and fourth quarters accounted for approximately 59% of our net sales in fiscal 2024, 60% of our net sales in fiscal 2023 and 64% of our net sales in fiscal 2022.
Historically, our wholesale business has been dependent on our sales during the third and fourth quarters due to the anticipation of the holiday shopping season for our retail customers. Net sales during the third and fourth quarters accounted for approximately 61% of our net sales in fiscal 2025.
In the event our lenders or holders of the Senior Secured Notes accelerate the repayment of our borrowings, we and our subsidiaries may not have sufficient assets to repay that indebtedness. ​ Our ability to continue to have the necessary liquidity to operate our business may be adversely impacted by a number of factors, including uncertain conditions in the credit and financial markets, which could limit the availability and increase the cost of financing.
Furthermore, if we were unable to repay the amounts due and payable under the ABL Credit Agreement, those lenders could proceed against the collateral securing such indebtedness. ​ Our ability to continue to have the necessary liquidity to operate our business may be adversely impacted by a number of factors, including uncertain conditions in the credit and financial markets, which could limit the availability and increase the cost of financing.
If any of the vendors from which we purchase goods is found to have dealings, directly or indirectly, with entities operating in the XUAR, our products or materials (including potentially non-cotton materials) could be held or delayed by the US CBP, which could cause delays, impact our inventory levels and adversely affect our ability to timely deliver our products to our customers. ​ Our expansion into the European market exposes us to uncertain economic conditions in the Euro zone. ​ Demand for our products depends in part on the general economic conditions affecting the countries in which we do business.
If any of the vendors from which we purchase goods is found to have dealings, directly or indirectly, with entities operating in the XUAR, our products or materials (including potentially non-cotton materials) could be held or delayed by the US CBP, which could cause delays, impact our inventory levels and adversely affect our ability to timely deliver our products to our customers. ​ We have foreign currency exposures relating to buying and selling in currencies other than the U.S. dollar, our functional currency. ​ We have foreign currency exposure related to foreign denominated revenues and costs, which must be translated into U.S. dollars.
In addition, an event of default under the ABL Credit Agreement would permit the lenders thereunder to terminate all commitments to extend further credit under that Agreement. Furthermore, if we were unable to repay the amounts due and payable under the ABL Credit Agreement, those lenders could proceed against the collateral securing such indebtedness.
In addition, an event of default under the ABL Credit Agreement would permit the lenders thereunder to terminate all commitments to extend further credit under that Agreement.
We cannot predict the future level of interest rates or the effect of interest rates on the availability or aggregate cost of our borrowings. Higher interest rates increase the cost of our borrowings under our revolving credit facility, may increase economic uncertainty and may negatively affect consumer spending. Volatility in interest rates may adversely affect our business or our customers.
Higher interest rates increase the cost of our borrowings under our revolving credit facility, may increase economic uncertainty and may negatively affect consumer spending. Volatility in interest rates may adversely affect our business or our customers. If interest rates continue to increase or are maintained at their current high level, our capacity to obtain necessary liquidity may be negatively impacted.
Net sales of products under the Calvin Klein and Tommy Hilfiger brands constituted approximately 41.0% of our net sales in fiscal 2024 and approximately 48.0% of our net sales in fiscal 2023. ​ In November 2022, we announced the extension of licenses for Calvin Klein and Tommy Hilfiger products.
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. ​ The licenses for Calvin Klein and Tommy Hilfiger products expire on a staggered basis beginning on December 31, 2024 and continuing through December 31, 2027.
Sales of our products are affected by a number of competitive factors including style, price, quality, brand recognition and reputation, product appeal and general fashion trends. ​ If major department, mass merchant and specialty store chains consolidate, continue to close stores or cease to do business, our business could be negatively affected. ​ We sell our products to major department, mass merchant and specialty store chains.
Sales of our products are affected by a number of competitive factors including style, price, quality, brand recognition and reputation, product appeal and general fashion trends.
Acquired businesses may not be successfully integrated with our operations. We may not realize the intended benefits of an acquisition or an acquisition may fail to generate expected financial results. We also might not be successful in identifying or negotiating suitable acquisitions, which could negatively impact our growth strategy.
The negotiation of potential acquisitions, as well as the integration of acquired businesses, could divert our management’s time and resources. Acquired businesses may not be successfully integrated with our operations or internal control environment. We may not realize the intended benefits of an acquisition or an acquisition may fail to generate expected financial results.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThis classification system assists the cybersecurity team in prioritizing responses, allocating resources efficiently, and effectively managing risks. ​ Our Disclosure Committee is comprised of, among others, our Chief Financial Officer, Chief Growth and Operations Officer, CIO, Senior Vice President of Finance, Executive Vice President and Director of Strategic Planning, Senior Vice President of Investor Relations and Treasurer, Senior Vice President of Legal Counsel, Vice President of Legal Counsel, and the most senior members of the financial reporting, internal audit, financial planning and analysis, and tax functions. ​ Our CIO has over 28 years of experience leading our technology operations and a total of over 40 years of experience in information technology experience in the banking and fashion apparel industries.
Biggest changeAdditionally, it comprises senior representatives from financial reporting, internal audit, financial planning and analysis, and tax functions, ensuring a comprehensive approach to risk oversight and compliance. ​ Our CIO has over 28 years of experience leading our technology operations and more than 40 years of expertise in information technology, spanning the banking and fashion apparel industries.
Our Global Director of Cybersecurity has over 20 years of experience in information technology, including a dedicated focus of more than 6 years in cybersecurity, risk management and compliance and he is a Certified Information Systems Security Professional (“CISSP”) and a Certified Ethical Hacker (“CEH”).
Our Global Director of Cybersecurity has over 20 years of experience in information technology, with a specialized focus of more than seven years in cybersecurity, risk management, and compliance. He holds Certified Information Systems Security Professional (“CISSP”) and Certified Ethical Hacker (“CEH”) credentials.
The audit committee of our board of directors oversees, among other things, the adequacy and effectiveness of our internal controls, including internal controls designed to assess, identify, and manage material risks from cybersecurity threats. The audit committee receives quarterly reports on cybersecurity matters, including material risks and threats, from our Chief Information Officer (“CIO”) and our cybersecurity team.
The audit committee of our board of directors is responsible for evaluating the adequacy and effectiveness of internal controls, particularly those designed to assess, identify and manage material cybersecurity risks. The audit committee receives quarterly cybersecurity reports from the Chief Information Officer (“CIO”) and cybersecurity team, detailing material risks, threats and mitigation efforts.
CYBERSECURITY. ​ Risk Management and Strategy ​ We have programs for assessing, identifying, and managing material risks from cybersecurity threats through the use of a suite of various security programs and tools including, but not limited to, Managed Security Service Provider and Extended Detection and Response monitoring and alerts, internal reporting mechanisms, monitoring tools, detection tools and continuous training.
ITEM 1C. CYBERSECURITY. ​ Risk Management and Strategy ​ We have robust programs in place for assessing, identifying and managing material risks from cybersecurity threats. Our approach leverages a comprehensive suite of security tools and initiatives, including but not limited to, Managed Security Service Providers, Extended Detection and Response monitoring, internal reporting mechanisms, and advanced detection and monitoring tools.
Additionally, we conduct annual Payment Card Industry Data Security Standard compliance reviews and third-party penetration testing. ​ Our global cybersecurity team consists of multidisciplinary Information Technology (“IT”) resources from key areas and locales led by our Global Director of Cybersecurity.
In addition, we conduct annual Payment Card Industry Data Security Standard compliance reviews and independent third-party penetration testing to ensure our defenses remain resilient and aligned with industry best practices. ​ Our global cybersecurity team is composed of multidisciplinary Information Technology (“IT”) professionals from key regions, led by our Global Director of Cybersecurity.
Rapid response protocols are in place for high or critical severity incidents, involving isolation, segmentation and forensic examination by our cybersecurity team. In addition, we have engaged a dedicated third-party threat hunter to assist in identifying Indicators of Compromise. ​ Our Global Director of Cybersecurity leads a quarterly cybersecurity governance meeting, comprising of all IT teams from our subsidiaries.
Additionally, we have engaged a dedicated third-party threat hunter to assist in identifying Indicators of Compromise. ​ Our Global Director of Cybersecurity leads a quarterly cybersecurity governance meeting, bringing together IT teams from all subsidiaries.
This meeting serves as a platform to review and discuss ongoing and upcoming security projects, compliance, and regulations. ​ We conduct a comprehensive annual tabletop exercise facilitated by an external cybersecurity specialist. This exercise involves simulating various attack vectors, utilizing our incident response plans and procedures to respond effectively, prevent, block, and remediate potential threats.
This meeting serves as a forum to review ongoing and upcoming security initiatives, regulatory compliance and industry best practices. ​ We conduct an annual tabletop exercise facilitated by an external cybersecurity specialist. This exercise simulates various attack scenarios, testing our incident response plans and procedures to ensure effective threat detection, mitigation and remediation.
Our information security program undergoes regular evaluations, internal audits and various exercises, including tabletop, penetration, vulnerability testing and simulations. The findings from these activities, including identified security gaps, are integrated into our risk remediation process and subsequently updated across our suite of security tools and applications.
Our information security program is continuously evaluated through internal audits and a range of security exercises, including tabletop simulations, penetration testing, vulnerability assessments and red team exercises. Identified security gaps from these assessments are systematically integrated into our risk remediation processes and incorporated into our security tools and applications to enhance our overall cybersecurity policies and procedures.
For further discussion of the risks associated with cybersecurity incidents, see our “Risks Related to Cybersecurity, Data Privacy and Information Technology” contained in Item 1A - Risk Factors of this Annual Report on Form 10-K. ​ 42 Table of Contents
Additionally, he serves as a governing body member for the New York Evanta CISO community. ​ For further discussion of the risks associated with cybersecurity incidents, see our “Risks Related to Cybersecurity, Data Privacy and Information Technology” under “Risk Factors.” ​ 40 Table of Contents
They are primarily responsible for delivering comprehensive reporting to executive management and auditors, addressing a wide array of cybersecurity threats, assessments, findings and future direction and strategy. ​ Continuous endpoint monitoring is ensured through collaboration with a third-party cybersecurity firm.
This team is responsible for providing comprehensive reporting to executive management and auditors, covering cybersecurity threats, assessments, findings and strategic direction for future improvements. ​ We ensure continuous endpoint monitoring in collaboration with a third-party cybersecurity firm. For high or critical severity incidents, rapid response protocols are in place, including isolation, segmentation and forensic analysis by our cybersecurity team.
We require employees with access to information systems, including all corporate employees, to undertake data protection and cybersecurity training and compliance programs annually. ​ Our third-party information technology vendors are assessed by independent auditors for compliance with System and Organization Controls (“SOC”) 1 and SOC 2.
Additionally, all corporate employees with system access must complete annual data protection and cybersecurity training to reinforce security awareness and compliance. ​ Our third-party IT vendors undergo independent audits to validate their compliance with System and Organization Controls (“SOC”) 1 and SOC 2 standards. Vendor access to our networks is restricted to the applications necessary for their services.
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This exercise also includes preparing for other related potential impacts to the Company, such as business interruptions, business continuity plans, backup strategies, data protection policies and compliance, incident response, third-party forensic and legal assistance, as well as consideration of regulations such as GDPR, CCPA, PCI and other cybersecurity regulations.
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It also evaluates potential business impacts, including business continuity, backup strategies, data protection, compliance, and regulatory requirements such as GDPR, CCPA and PCI.
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This tabletop exercise is attended by members from all 41 Table of Contents subsidiaries, including IT management teams as well as finance, legal, insurance, and operations management teams.
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Participants include IT leadership, finance, legal, insurance, and operations teams across all subsidiaries, ensuring a coordinated and well-prepared response to cybersecurity threats. ​ 39 Table of Contents Our cybersecurity resilience is further strengthened through annual penetration testing performed by a leading third-party firm.
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We believe our holistic approach ensures we are well-prepared and coordinated to handle a range of cybersecurity scenarios. ​ Our annual testing, which is conducted by an industry-leading third-party cybersecurity firm, encompasses external and internal penetration tests, Wi-Fi tests, social engineering and physical access testing for all subsidiaries.
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This assessment includes external and internal penetration testing, Wi-Fi security evaluations, social engineering exercises and physical access testing. We leverage a vulnerability management platform to maintain comprehensive asset visibility, systematically identify risks and prioritize remediation efforts.
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We also use a vulnerability management platform to provide comprehensive visibility and tracking of assets to aid us in systematically identifying, measuring and prioritizing cybersecurity and technology risks.
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We proactively assess vendor risk using third-party rating tools, quantifying vulnerabilities and engaging vendors in remediation efforts to mitigate potential security threats. ​ To further enhance our risk mitigation strategy, we maintain annual cybersecurity insurance policies designed to offset costs associated with covered cybersecurity incidents. ​ Governance ​ Our board of directors provides comprehensive oversight of enterprise risk management, including information security, technology and cybersecurity threats.
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Access to our networks for third-party vendors is limited exclusively to the application related to the services for which they are engaged to provide. We routinely conduct external risk analyses by employing third-party rating tools to assess our vendors, quantifying and prioritizing identified risks based on the number and severity of vulnerabilities.
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In the event of a cybersecurity incident, the Global Director of Cybersecurity or senior IT leadership will escalate the issue to the Disclosure Committee, following the Incident Response Plan’s predefined escalation criteria.
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Subsequently, we communicate these risks to our vendors proactively, seeking their collaboration in remediation efforts. ​ We annually purchase cybersecurity risk insurance policies that would help defray the costs associated with a covered cybersecurity incident if it occurred. ​ Governance ​ Our board of directors maintains comprehensive oversight of company-wide risk assessment by conducting in-depth analysis of key risks related to information security, technology and cybersecurity threats.
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Security incidents are classified based on severity (Critical, High, Medium), impact, and nature, ensuring efficient risk prioritization, resource allocation and incident response management. ​ Our Disclosure Committee includes key executives and senior leadership, including the Executive Vice President, Chief Growth and Operations Officer, Chief Financial Officer, CIO, Senior Vice President of Finance, Senior Vice President of Investor Relations and Treasurer, Senior Vice President of Legal Counsel and Vice President of Legal Counsel.
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In the event of a cybersecurity incident, our Global Director of Cybersecurity or senior Information Technology management will notify our Disclosure Committee in accordance with the escalation criteria set forth by our incident response plan and related processes. Security incidents and events are classified based on severity (Critical, High, Medium), impact, and nature, as outlined in the Incident Response Plan.
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Additionally, our Global Director of Cybersecurity currently serves in the role of a governing body member for the New York Evanta CISO community. ​ As of the date of this Form 10-K, we are not aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition and that are required to be reported in this Form 10-K.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeIn addition, we operated 16 DKNY stores in China that are operated by a 75% owned subsidiary. ​ Most leases for retail stores in the United States require us to pay annual minimum rent plus a contingent rent dependent on the store’s annual sales in excess of a specified threshold.
Biggest changeThe majority of our distribution centers are third-party service providers for which we do not enter into lease agreements. ​ Retail Stores ​ As of January 31, 2025, we operated 107 Vilebrequin retail stores, 49 DKNY and Karl Lagerfeld Paris stores, 64 Karl Lagerfeld stores and 1 Sonia Rykiel store. ​ Most leases for retail stores in the United States require us to pay annual minimum rent plus a contingent rent dependent on the store’s annual sales in excess of a specified threshold.
Recently, store leases have been for shorter durations with an option to terminate if certain sales levels are not met. ​ Our leases expire at varying dates through 2037. Vilebrequin has 58 stores located in Europe, 22 stores located in the United States, 11 stores located in Asia, 10 stores located in Mexico and 3 stores in the Caribbean.
Recently, store leases have been for shorter durations with an option to terminate if certain sales levels are not met. ​ Our leases expire at varying dates through 2037. Vilebrequin has 59 stores located in Europe, 23 stores located in the United States, 13 stores located in Asia, 9 stores located in Mexico and 3 stores in the Caribbean.
DKNY has 14 stores located in the United States and 4 stores located in Europe. In addition, DKNY has 16 stores located in Asia operated by Fabco. Karl Lagerfeld Paris has 32 stores located in the United States and 3 store located in Canada. Sonia Rykiel has 3 stores located in Europe.
DKNY has 12 stores located in the United States and 2 stores located in Europe. Karl Lagerfeld Paris has 31 stores located in the United States and 4 store located in Canada. Sonia Rykiel has 1 store located in Europe.
Karl Lagerfeld has 70 stores located in Europe. ​ The following table indicates the periods during which our retail leases expire: ​ ​ ​ ​ ​ ​ Number of Fiscal Year Ending January 31, Stores 2025 ​ 64 2026 ​ 53 2027 ​ 25 2028 ​ 19 2029 and thereafter ​ 85 Total ​ 246 ​ ​
Karl Lagerfeld has 64 stores located in Europe. ​ The following table indicates the periods during which our retail leases expire: ​ ​ ​ ​ ​ ​ Number of Fiscal Year Ending January 31, Stores 2026 ​ 65 2027 ​ 26 2028 ​ 28 2029 ​ 29 2030 and thereafter ​ 73 Total ​ 221 ​ For more information on our leases, please see Note 6 – Leases in the accompanying Notes to our Consolidated Financial Statements in this Annual Report. ​ ​
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PROPERTIES. ​ The offices, sales showrooms, distribution centers and warehouses that are material to us, all of which are leased, consist of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Location ​ Property Type ​ Lease Expiration ​ Renewal Option ​ Square Footage 500 and 512 Seventh Avenue, New York City ​ Corporate Office and showrooms ​ March 2023 through March 2028 ​ 5-year ​ 313,000 231 West 39th Street, New York City ​ Corporate Office and showrooms ​ June 2034 ​ - ​ 22,000 Jamesburg, New Jersey ​ Distribution center ​ December 2028 ​ 5-year ​ 583,000 South Brunswick, New Jersey ​ Distribution center ​ January 2025 ​ - ​ 305,000 ​ The leases for a large portion of our corporate office and showrooms located at 500 and 512 Seventh Avenue, New York City expired in March and December 2023.
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ITEM 2. PROPERTIES. ​ Corporate Offices, Showrooms and Distribution Center ​ We lease our corporate offices and showrooms, which are located in New York City, New York. At January 31, 2025, the leases on our corporate offices and showrooms covered space of approximately 355,000 square feet and expire in 2034.
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We are currently engaged in discussions with the landlord with respect to the renewal of these leases. ​ Retail Stores ​ As of January 31, 2024, we operated 104 Vilebrequin retail stores, 53 DKNY and Karl Lagerfeld Paris stores, 70 Karl Lagerfeld stores and 3 Sonia Rykiel stores.
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We also lease a distribution center which is located in Jamesburg, New Jersey. At January 31, 2025, the lease on our distribution center covered space of approximately 583,000 square feet and expires in 2028.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeAlthough we cannot predict with certainty the ultimate resolution of claims, investigations and lawsuits, asserted against us, we do not believe that any currently pending legal proceeding or proceedings to which we are a party will have a material adverse effect on our business, financial condition or results of operations. ​ 43 Table of Contents
Biggest changeAlthough we cannot predict with certainty the ultimate resolution of claims, investigations and lawsuits, asserted against us, we do not believe that any currently pending legal proceeding or proceedings to which we are a party will have a material adverse effect on our business, financial condition or results of operations. ​

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAny future determination as to the payment of cash dividends will be dependent upon our financial condition, results of operations and other factors deemed relevant by the Board. ​ Issuer Purchases of Equity Securities ​ The following table sets forth the repurchases of shares of our common stock during the fourth quarter of fiscal 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Date Purchased ​ Total Number of Shares Purchased (1) (2) ​ Average Price Paid Per Share (1) ​ Total Number of Share Purchased as Part of Publicly Announced Program (2) ​ Maximum Number of Shares that may yet be Purchased Under the Program (2) November 1 - November 30, 2023 ​ — ​ $ — ​ — ​ 10,000,000 December 1 - December 31, 2023 ​ 1,301 ​ ​ 29.17 ​ — ​ 10,000,000 January 1 - January 31, 2024 ​ — ​ ​ — ​ — ​ 10,000,000 ​ ​ 1,301 ​ $ 29.17 ​ — ​ 10,000,000 (1) Included in this table are 1,301 shares withheld during December 2023 in connection with the settlement of vested restricted stock units to satisfy tax withholding requirements.
Biggest changeAny future determination as to the payment of cash dividends will be dependent upon our financial condition, results of operations and other factors deemed relevant by the Board. ​ Issuer Purchases of Equity Securities ​ The following table sets forth the repurchases of shares of our common stock during the fourth quarter of fiscal 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Date Purchased ​ Total Number of Shares Purchased (1) (2) ​ Average Price Paid Per Share (1) ​ Total Number of Share Purchased as Part of Publicly Announced Program (2) ​ Maximum Number of Shares that may yet be Purchased Under the Program (2) November 1 - November 30, 2024 ​ — ​ $ — ​ — ​ 7,790,168 December 1 - December 31, 2024 ​ 1,443 ​ ​ 29.63 ​ — ​ 7,790,168 January 1 - January 31, 2025 ​ — ​ ​ — ​ — ​ 7,790,168 ​ ​ 1,443 ​ $ 29.63 ​ — ​ 7,790,168 (1) Included in this table are 1,443 shares withheld during December 2024 in connection with the settlement of vested restricted stock units to satisfy tax withholding requirements.
Repurchases under the program may be made from time to time through open market purchases, accelerated share repurchase programs, privately negotiated transactions or other methods, as we deem appropriate. ​ ​ ​ 44 Table of Contents Performance Graph ​ The following Performance Graph and related information shall not be deemed to be “soliciting material” or “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, except to the extent that we specifically request that it be treated as soliciting material or incorporate it by reference into such filing. ​ The SEC requires us to present a chart comparing the cumulative total stockholder return on our Common Stock with the cumulative total stockholder return of (i) a broad equity market index and (ii) a published industry index or peer group.
Repurchases under the program may be made from time to time through open market purchases, accelerated share repurchase programs, privately negotiated transactions or other methods, as we deem appropriate. ​ ​ ​ 42 Table of Contents Performance Graph ​ The following Performance Graph and related information shall not be deemed to be “soliciting material” or “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, except to the extent that we specifically request that it be treated as soliciting material or incorporate it by reference into such filing. ​ The SEC requires us to present a chart comparing the cumulative total stockholder return on our Common Stock with the cumulative total stockholder return of (i) a broad equity market index and (ii) a published industry index or peer group.
This chart compares the Common Stock with (i) the S&P 500 Composite Index and (ii) the S&P 500 Textiles, Apparel and Luxury Goods Index, and assumes an investment of $100 on January 31, 2019 in each of the Common Stock, the stocks comprising the S&P 500 Composite Index and the stocks comprising the S&P 500 Textiles, Apparel and Luxury Goods Index. ​ G-III Apparel Group, Ltd.
This chart compares the Common Stock with (i) the S&P 500 Composite Index and (ii) the S&P 500 Textiles, Apparel and Luxury Goods Index, and assumes an investment of $100 on January 31, 2020 in each of the Common Stock, the stocks comprising the S&P 500 Composite Index and the stocks comprising the S&P 500 Textiles, Apparel and Luxury Goods Index. ​ G-III Apparel Group, Ltd.
Our 2015 Long-Term Incentive Plan provides that shares withheld are valued at the closing price per share on the date withheld. (2) In August 2023, our Board of Directors reapproved our previously authorized share repurchase program and increased the number of shares remaining under that program from 6,813,851 to 10,000,000 shares. This program has no expiration date.
Our 2015 Long-Term Incentive Plan provides that shares withheld are valued at the closing price per share on the date withheld. (2) In August 2023, our Board of Directors reapproved our previously authorized share repurchase program and increased the number of shares remaining under that program to 10,000,000 shares. This program has no expiration date.
Our common stock is traded under the symbol “GIII”. ​ On March 21, 2024, there were 16 holders of record and, we believe, approximately 21,300 beneficial owners of our common stock. ​ Dividend Policy ​ Our Board of Directors (the “Board”) currently intends to follow a policy of retaining any earnings to finance the growth and development of our business.
Our common stock is traded under the symbol “GIII”. ​ On March 19, 2025, there were 15 holders of record and, we believe, approximately 23,300 beneficial owners of our common stock. ​ Dividend Policy ​ Our Board of Directors (the “Board”) currently intends to follow a policy of retaining any earnings to finance the growth and development of our business.
Comparison of Cumulative Total Return (January 31, 2019 — January 31, 2024) ​ ​ ​ ​ ​ ​ 45 Table of Contents ​
Comparison of Cumulative Total Return (January 31, 2020 — January 31, 2025) ​ ​ ​ ​ ​ 43 Table of Contents ​

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeFor fiscal 2024 and 2023, the retail operations segment ended on February 3, 2024 and January 28, 2023, respectively. ​ The following presentation of management’s discussion and analysis of our consolidated financial condition and results of operations should be read in conjunction with our financial statements, the accompanying notes and other financial information appearing elsewhere in this Report. ​ A discussion with respect to a comparison of the results of operations of fiscal 2023 compared to the fiscal year ended January 31, 2022 (“fiscal 2022”), other financial information related to fiscal 2022 and information with respect to Liquidity and Capital Resources at January 31, 2022 and for fiscal 2022 is contained under the headings “Results of Operations” and “Liquidity and Capital Resources” in Item 7 of our Annual Report on Form 10-K for the fiscal year ended January 31, 2023. ​ Overview ​ 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.
Biggest changeIn fiscal 2024, the net sales and operating results generated by the 53 rd week of our retail operations segment were not material. ​ The following presentation of management’s discussion and analysis of our consolidated financial condition and results of operations should be read in conjunction with our financial statements, the accompanying notes and other financial information appearing elsewhere in this Report. ​ A discussion with respect to a comparison of the results of operations of fiscal 2024 compared to the fiscal year ended January 31, 2023 (“fiscal 2023”), other financial information related to fiscal 2023 and information with respect to Liquidity and Capital Resources at January 31, 2023 and for fiscal 2023 is contained under the headings “Results of Operations” and “Liquidity and Capital Resources” in Item 7 of our Annual Report on Form 10-K for the fiscal year ended January 31, 2024. ​ 44 Table of Contents Overview ​ 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.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION. ​ Unless the context otherwise requires, “G-III,” “us,” “we” and “our” refer to G-III Apparel Group, Ltd. and its subsidiaries. References to fiscal years refer to the year ended or ending on January 31 of that year.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION. ​ Unless the context otherwise requires, “G-III,” “Company,” “us,” “we” and “our” refer to G-III Apparel Group, Ltd. and its subsidiaries. References to fiscal years refer to the year ended or ending on January 31 of that year.
In addition to paying interest on any outstanding borrowings under the ABL Credit Agreement, we are required to pay a commitment fee to the lenders under the credit agreement with respect to the unutilized commitments.
In addition to paying interest on any outstanding borrowings under the 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.
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.
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.
There was no new goodwill recognized in fiscal 2024. ​ Annual Indefinite-Lived Intangible Assets Impairment Testing ​ We performed our annual test of our indefinite-lived trademarks as of January 31, 2024 and January 31, 2023 using a qualitative evaluation or a quantitative impairment test using a relief from royalty method, another form of the income approach.
There was no new goodwill recognized in fiscal 2024 or fiscal 2025. ​ Annual Indefinite-Lived Intangible Assets Impairment Testing ​ We performed our annual test of our indefinite-lived trademarks as of January 31, 2025 and January 31, 2024 using a qualitative evaluation or a quantitative impairment test using a relief from royalty method, another form of the income approach.
Bass, Andrew Marc, Wilsons Leather and Sonia Rykiel brands. ​ 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.
Bass, Wilsons Leather and Sonia Rykiel brands. ​ 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.
Retail operations segment and Vilebrequin inventories are stated at the lower of cost (determined by the weighted average method) or net realizable value. ​ We continually evaluate the composition of our inventories, assessing slow-turning, ongoing product as well as fashion product from prior seasons.
Retail and Vilebrequin inventories are stated at the lower of cost (determined by the weighted average method) or net realizable value. ​ We continually evaluate the composition of our inventories, assessing slow-turning, ongoing product as well as fashion product from prior seasons.
The possible effects of these international conflicts could have a material adverse effect on our business and our results of operations. ​ 50 Table of Contents Critical Accounting Estimates ​ The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period.
The possible effects of these international conflicts could have a material adverse effect on our business and our results of operations. ​ Critical Accounting Estimates ​ The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period.
This valuation methodology utilizes the closing price of the Company’s common stock on grant date and several key assumptions, including expected volatility of the Company’s stock price, and risk-free rates of return. This valuation is performed with the assistance of a third party valuation specialist.
This valuation methodology utilizes the closing price of our common stock on grant date and several key assumptions, including expected volatility of our stock price, and risk-free rates of return. This valuation is performed with the assistance of a third party valuation specialist.
Changes in judgment on these assumptions and estimates could result in a goodwill impairment charge. ​ 52 Table of Contents We also perform our annual test for intangible assets with indefinite lives as of January 31 of each year using a qualitative evaluation or a quantitative test using a relief from royalty method, another form of the income approach.
Changes in judgment on these assumptions and estimates could result in a goodwill impairment charge. ​ We also perform our annual test for intangible assets with indefinite lives as of January 31 of each year using a qualitative evaluation or a quantitative test using a relief from royalty method, another form of the income approach.
We perform our test in the fourth fiscal quarter of each year, or more frequently, if events or changes in circumstances indicate the carrying amount of such assets may be impaired. Goodwill and intangible assets with an indefinite life are tested for impairment by comparing the fair value of the reporting unit with its carrying value.
We perform our test in the fourth fiscal quarter of each year, or more frequently, if events or changes in circumstances indicate the carrying amount of such assets may be impaired. Goodwill and intangible assets with an indefinite life are tested for 51 Table of Contents impairment by comparing the fair value of the reporting unit with its carrying value.
We made this election due to the decline in our market capitalization. ​ The fair value of the wholesale reporting unit for goodwill impairment testing was determined using an income approach and validated using a market approach. The income approach was based on discounted projected future (debt-free) cash flows for the reporting unit.
We made this election due to the decline in our market capitalization. ​ 52 Table of Contents The fair value of the wholesale reporting unit for goodwill impairment testing was determined using an income approach and validated using a market approach. The income approach was based on discounted projected future (debt-free) cash flows for the reporting unit.
Accordingly, the results of Vilebrequin, KLH, Fabco and Sonia Rykiel are and will be included in our financial statements for the year ended or ending closest to G-III’s fiscal year. For example, for G-III’s fiscal year ended January 31, 2024, the results of Vilebrequin, KLH, Fabco and Sonia Rykiel are included for the year ended December 31, 2023.
Accordingly, the results of Vilebrequin, KLH, Fabco, Sonia Rykiel and AWWG are and will be included in our financial statements for the year ended or ending closest to G-III’s fiscal year. For example, for G-III’s fiscal year ended January 31, 2025, the results of Vilebrequin, KLH, Fabco, Sonia Rykiel and AWWG are included for the year ended December 31, 2024.
In certain circumstances, the revolving credit facility also requires us to maintain a fixed charge coverage ratio, as defined in 58 Table of Contents the agreement, not less than 1.00 to 1.00 for each period of twelve consecutive fiscal months.
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.
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.
The cash requirements of our business are primarily 56 Table of Contents 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 an extensive portfolio of well-known licensed brands, including Calvin Klein, Tommy Hilfiger, Nautica, Halston, Levi’s, Guess?, Kenneth Cole, Cole Haan, Vince Camuto, Dockers and Champion. 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. colleges and universities.
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 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.
These awards may vest from time to time beginning on the third anniversary of the effective date of the award through the fifth anniversary of the effective date of the award. For restricted stock units with market conditions, the Company estimates the grant date fair value using a Monte Carlo simulation model.
These awards may vest from time to time beginning on the third anniversary of the effective date of the award through the fifth anniversary of the effective date of the award. For restricted stock units with market conditions, we estimate the grant date fair value using a Monte Carlo simulation model.
We consider our trade receivables to consist of two portfolio segments: wholesale and retail trade receivables. Wholesale 51 Table of Contents trade receivables result from credit we extend to our wholesale customers based on pre-defined criteria and are generally due within 30 to 60 days.
We consider our trade receivables to consist of two portfolio segments: wholesale and retail trade receivables. Wholesale trade receivables result from credit we extend to our wholesale customers based on pre-defined criteria and are generally due within 60 days.
We also had €2.4 million ($2.7 million) and €3.4 million ($3.7 million) outstanding under Vilebrequin’s overdraft facilities as of January 31, 2024 and January 31, 2023, respectively and €8.1 million ($8.9 million) and €7.3 million ($7.8 million) outstanding under our foreign credit facility as of January 31, 2024 and 2023, respectively. ​ 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.
We also had no borrowings outstanding and €2.4 million ($2.7 million) outstanding under our overdraft facilities as of January 31, 2025 and January 31, 2024, respectively and no borrowings outstanding and €8.1 million ($8.9 million) outstanding under our foreign credit facilities as of January 31, 2025 and 2024, respectively. ​ 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.
The relief from royalty method requires assumptions regarding industry economic factors and future profitability. Our fiscal 2024 testing determined that the fair value of each of our indefinite-lived intangible assets 53 Table of Contents substantially exceeded its carrying value except for our Sonia Rykiel trademark.
The relief from royalty method requires assumptions regarding industry economic factors and future profitability. Our fiscal 2025 testing determined that the fair value of each of our indefinite-lived intangible assets substantially exceeded its carrying value except for our Sonia Rykiel trademark.
Historical return rates are calculated on a product line basis. The remainder of the historical rates for variable consideration are calculated by customer by product lines. ​ We recognize retail sales when the customer takes possession of the goods and tenders payment, generally at the point of sale.
The reserves for variable consideration are recorded under customer refund liabilities. Historical return rates are calculated on a product line basis. The remainder of the historical rates for variable consideration are calculated by customer by product lines. ​ We recognize retail sales when the customer takes possession of the goods and tenders payment, generally at the point of sale.
The commitment fee accrues at a tiered rate equal to 0.50% per annum on the average daily amount of the available commitments when the average usage is less than 50% of the total available commitments and decreases to 0.35% per annum on the average daily amount of the available commitments when the average usage is greater than or equal to 50% of the total available commitments. ​ The revolving credit facility contains covenants that, among other things, restrict our ability to, subject to specified exceptions, incur additional debt; incur liens; sell or dispose of certain assets; merge with other companies; liquidate or dissolve the Company; acquire other companies; make loans, advances, or guarantees; and make certain investments.
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; incur liens; sell or dispose of certain assets; merge with other companies; liquidate or dissolve the Company; acquire other companies; make loans, advances, or guarantees; and make certain investments.
PSUs are expensed over the service period under the accelerated attribution method and based on an estimated percentage of achievement of certain pre-established goals. ​ Special Performance Stock Units ​ Special performance stock units (“SPSUs”) were granted to Morris Goldfarb, our Chairman and Chief Executive Officer, in fiscal 2024 in recognition of the significantly reduced annual incentive cash payments that Mr.
Compensation expense for PSUs are recognized in the consolidated financial statements over the service period under the accelerated attribution method and based on an estimated percentage of achievement of certain pre-established goals. ​ Special Performance Stock Units ​ Special performance stock units (“SPSUs”) were granted to Morris Goldfarb, our Chairman and Chief Executive Officer, in fiscal 2024 in recognition of the significantly reduced annual incentive cash payments that Mr.
Our retail operations segment uses a 52/53-week fiscal year. The Company’s year ended January 31, 2024 was a 53-week fiscal year for the retail operations segment. The Company’s year ended January 31, 2023 was a 52-week fiscal year for the retail operations segment.
Our retail operations segment uses a 52/53-week fiscal year. Our fiscal year ended January 31, 2025 was a 52-week fiscal year for the retail operations segment. Our fiscal year ended January 31, 2024 was a 53-week fiscal year for the retail operations segment.
In the aggregate, the Company is currently required to make quarterly installment payments of principal in the amount of €0.6 million. Interest on the outstanding principal amount of the unsecured loans accrues at a fixed rate equal to 0% to 5.0% per annum, payable on either a quarterly or monthly basis.
In the aggregate, we are currently required to make quarterly installment payments of principal in the amount of €0.8 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.
The financial difficulties of a retail customer of ours could result in reduced business with that customer. We may also assume higher credit risk relating to receivables of a retail customer experiencing financial difficulty that could result in higher reserves for doubtful accounts or increased write-offs of accounts receivable.
We may also assume higher credit risk relating to receivables of a retail customer experiencing financial difficulty that could result in higher reserves for doubtful accounts or increased write-offs of accounts receivable.
This charge is primarily comprised of (i) a $5.9 million impairment charge related to our Sonia Rykiel trademark and (ii) a $1.3 million impairment charge 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 at these stores.
This charge is primarily comprised of (i) a $5.9 million impairment charge related to our Sonia Rykiel trademark and (ii) a $1.3 million impairment charge related to leasehold improvements, furniture and fixtures, computer hardware and operating lease assets at certain retail stores as a result of their performance.
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 January 31, 2024, we had remaining 10,000,000 shares authorized for purchase under this program.
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 January 31, 2025, we had remaining 7,790,168 shares that are authorized for purchase under this program.
As of January 31, 2024, we were in compliance with these covenants. ​ As of January 31, 2024, we had no borrowings outstanding under the ABL credit agreement. The ABL Credit Agreement also includes amounts available for letters of credit.
As of January 31, 2025, we were in compliance with these covenants. ​ 57 Table of Contents As of January 31 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.
A potential impairment has occurred if projected future undiscounted cash flows are less than the carrying value of the assets. ​ In fiscal 2024, we recorded a $1.3 million impairment charge primarily related to leasehold improvements, furniture, computer hardware and fixtures and operating lease assets at certain DKNY, Karl Lagerfeld and Vilebrequin stores as a result of the performance at these stores. ​ In fiscal 2023, we recorded a $2.7 million impairment charge primarily related to leasehold improvements, furniture and fixtures and operating lease assets at certain DKNY, Karl Lagerfeld Paris and Vilebrequin stores as a result of the performance at these stores. ​ Equity Awards ​ Restricted Stock Units ​ Restricted stock units (“RSUs”) are time based awards that do not have market or performance conditions and generally either (i) cliff vest after three years or (ii) vest over a three year period.
A potential impairment has occurred if projected future undiscounted cash flows are less than the carrying value of the assets. ​ In fiscal 2025, we 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. ​ In fiscal 2024, we recorded a $1.3 million impairment charge primarily related to leasehold improvements, furniture, computer hardware and fixtures and operating lease assets at certain retail stores as a result of their performance. ​ 53 Table of Contents Equity Awards ​ Restricted Stock Units ​ Restricted stock units (“RSUs”) are time based awards that do not have market or performance conditions and generally either (i) cliff vest after three years or (ii) vest over a three year period.
As of January 31, 2024, there were outstanding trade and standby letters of credit amounting to $4.0 million and $2.9 million, respectively. ​ At the date of the refinancing of the Prior Credit Agreement, we had $3.3 million of unamortized debt issuance costs remaining from the Prior Credit Agreement.
As of January 31, 2025, there were outstanding trade and standby letters of credit amounting to $0.3 million and $2.6 million, respectively. ​ At the date of the refinancing of the Second ABL Credit Agreement, we had $1.9 million of unamortized debt issuance costs remaining from the Second ABL Credit Agreement.
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. We expect inflationary pressures to lessen in fiscal 2025. ​ The Federal Reserve raised interest rates several times in fiscal 2024 in response to concerns about inflation.
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 increased interest rates several times in fiscal 2024 in response to concerns about inflation.
As part of a COVID-19 relief program, TRB and its subsidiaries 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 part of a COVID-19 relief program, certain of our 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%.
The gross profit percentage in our retail operations segment was 48.1% for the year ended January 31, 2024 compared to 49.9% for the same period last year.
The gross profit percentage in our retail operations segment was 50.4% for the year ended January 31, 2025 compared to 48.1% for the same period last year.
In fiscal 2023, 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, which continued into fiscal 2024.
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.
It is unclear whether the Federal Reserve will reduce interest rates or maintain the current high rates in fiscal 2025. Higher interest rates increase the cost of our borrowing under our revolving credit facility, may increase economic uncertainty and may negatively affect consumer spending. Volatility in interest rates may adversely affect our business or our customers.
The Federal Reserve began to decreased 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.
The gross profit percentage in our wholesale operations segment was 38.9% for the year ended January 31, 2024 compared to 32.6% for the year ended January 31, 2023.
The gross profit percentage in our wholesale operations segment was 39.4% for the year ended January 31, 2025 compared to 38.9% for the year ended January 31, 2024.
TRB entered into an uncommitted overdraft facility with HSBC Bank allowing for a maximum overdraft of €5 million. Interest on drawn balances accrues at a fixed 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 TRB or HSBC Bank.
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 us or HSBC Bank.
We cannot be certain that we will be able to obtain additional financing, if required, on acceptable terms or at all. ​ Recent Accounting Pronouncements ​ See Note 1.19 – Effects of Recently Adopted and Issued Accounting Pronouncements in the accompanying notes to our consolidated financial statements in this Annual Report on Form 10-K for a description of recently adopted accounting pronouncements and issued accounting pronouncements that we believe may have an impact on our consolidated financial statements when adopted. ​ Tabular Disclosure of Contractual Obligations ​ As of January 31, 2024, our contractual obligations were as follows (in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payments Due By Period ​ ​ ​ ​ ​ Less Than ​ ​ ​ ​ ​ ​ ​ More Than Contractual Obligations Total 1 Year 1-3 Years 4-5 Years 5 Years Operating lease obligations ​ $ 288.3 ​ $ 73.3 ​ $ 109.7 ​ $ 65.2 ​ $ 40.1 Minimum royalty payments (1) ​ ​ 308.3 ​ ​ 108.6 ​ ​ 149.4 ​ ​ 48.0 ​ ​ 2.3 Long-term debt obligations (2) ​ ​ 420.4 ​ ​ 15.0 ​ ​ 403.9 ​ ​ 1.3 ​ ​ 0.2 Purchase obligations (3) ​ ​ 4.0 ​ ​ 4.0 ​ ​ — ​ ​ — ​ ​ — Total ​ $ 1,021.0 ​ $ 200.9 ​ $ 663.0 ​ $ 114.5 ​ $ 42.6 (1) Includes obligations to pay minimum scheduled royalty, advertising and other required payments under various license agreements.
We cannot be certain that we will be able to obtain additional financing, if required, on acceptable terms or at all. ​ Recent Accounting Pronouncements ​ See Note 1.19 – Effects of Recently Adopted and Issued Accounting Pronouncements in the accompanying notes to our consolidated financial statements in this Annual Report on Form 10-K for a description of recently adopted accounting pronouncements and issued accounting pronouncements that we believe may have an impact on our consolidated financial statements when adopted. ​ Tabular Disclosure of Contractual Obligations ​ As of January 31, 2025, our contractual obligations were as follows (in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payments Due By Period ​ ​ ​ ​ ​ Less Than ​ ​ ​ ​ ​ ​ ​ More Than Contractual Obligations Total 1 Year 1-3 Years 4-5 Years 5 Years Operating lease obligations ​ $ 337.8 ​ $ 67.2 ​ $ 105.7 ​ $ 66.2 ​ $ 98.7 Minimum royalty payments (1) ​ ​ 251.0 ​ ​ 103.2 ​ ​ 109.7 ​ ​ 36.5 ​ ​ 1.6 Long-term debt obligations (2) ​ ​ 6.2 ​ ​ 3.1 ​ ​ 2.4 ​ ​ 0.6 ​ ​ 0.1 Purchase obligations (3) ​ ​ 0.3 ​ ​ 0.3 ​ ​ — ​ ​ — ​ ​ — Total ​ $ 595.3 ​ $ 173.8 ​ $ 217.8 ​ $ 103.3 ​ $ 100.4 (1) Includes obligations to pay minimum scheduled royalty, advertising and other required payments under various license agreements.
Borrowings originally bore interest, at the Borrowers’ option, at LIBOR plus a margin of 1.75% to 2.25% or an alternate base rate margin of 0.75% to 1.25% (defined as the greatest of (i) the “prime rate” of JPMorgan Chase Bank, N.A. from time to time, (ii) the federal funds rate plus 0.5% and (iii) the LIBOR rate for a borrowing with an interest period of one month) plus 1.00%, with the applicable margin determined based on Borrowers’ availability under the ABL Credit Agreement.
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.
This impairment charge was recorded to our wholesale operations segment. ​ Our fiscal 2023 testing determined that the fair values of each of our indefinite-lived intangible assets substantially exceeded its carrying value and, therefore, there were no impairments identified as of January 31, 2023 as a result of these tests. ​ Our indefinite-lived trademark balance is primarily composed of the Donna Karan/DKNY trademarks that were acquired in fiscal 2017 and the Karl Lagerfeld trademark that was acquired in fiscal 2023. ​ The fair value of our goodwill and indefinite-lived intangible assets are considered a Level 3 valuation in the fair value hierarchy. ​ Impairment of Long-Lived Assets ​ All property and equipment and other long-lived assets are reviewed for potential impairment when events or changes in circumstances indicate that the asset’s carrying value may not be recoverable.
These impairment charges were recorded to our wholesale operations segment. ​ Our indefinite-lived trademark balance is primarily composed of the Donna Karan/DKNY trademarks that were acquired in fiscal 2017 and the Karl Lagerfeld trademark that was acquired in fiscal 2023. ​ The fair value of our indefinite-lived intangible assets are considered a Level 3 valuation in the fair value hierarchy. ​ Impairment of Long-Lived Assets ​ All property and equipment and other long-lived assets are reviewed for potential impairment when events or changes in circumstances indicate that the asset’s carrying value may not be recoverable.
Our company-operated stores primarily consist of DKNY and Karl Lagerfeld Paris retail stores, substantially all of which are operated as outlet stores. ​ Trends Affecting Our Business ​ 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. ​ In addition, we sell our products online through retail partners such as macys.com, nordstrom.com and dillards.com, each of which has a substantial online business.
As of January 31, 2025, our retail operations segment consisted of 49 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 ​ 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, bloomingdales.com, nordstrom.com and dillards.com, each of which operates a significant online business.
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.
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.
The Pillar Two Model Rules provide for a global minimum tax of 15% for multinational enterprise groups, and is expected to be effective for our fiscal year ending January 31, 2025.
The Pillar Two Model Rules provide for a global minimum tax of 15% for multinational enterprise groups and is effective for fiscal 2025.
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 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, Bloomingdales, Dillard’s, Hudson’s Bay Company, Saks Fifth Avenue, Nordstrom, El Cortes Ingles, Kohl’s, Saks OFF 5 TH , TJ Maxx, Marshall’s Ross Stores, Burlington and Costco.
The primary sources to meet our operating cash requirements have been borrowings under this credit facility and cash generated from operations. ​ We had no borrowings outstanding under our ABL Credit Agreement as of January 31, 2024 and $80.1 million borrowings outstanding under the facility as of January 31, 2023.
The primary sources to meet our operating cash requirements have been borrowings under this credit facility and cash generated from operations. ​ We had no borrowings outstanding under our ABL Credit Agreement as of both January 31, 2025 and 2024. We redeemed the entire $400 million principal amount of the Notes in August 2024.
We estimate the anticipated variable consideration and record this estimate as a reduction of revenue in the period the related product revenue is recognized. ​ Variable consideration is estimated based on historical experience, current contractual and statutory requirements, specific known events and industry trends. The reserves for variable consideration are recorded under customer refund liabilities.
We estimate the anticipated variable consideration and record this estimate as a reduction of revenue in the period the related product revenue is recognized. ​ 50 Table of Contents Variable consideration, primarily related to sales discounts and allowances, is estimated based on historical experience, current contractual and statutory requirements, specific known events and industry trends.
As of January 31, 2024, KLH had €8.1 million ($8.9 million) of borrowings outstanding under this credit facility. ​ ​ ​ ​ 59 Table of Contents 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.
As of January 31, 2025, we had no borrowings 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.
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, and new license agreements entered into by us, such as our recent license agreements for the Nautica, Halston and Champion brands, that added to our portfolio of licensed and proprietary brands and helped diversify our business by adding new product lines and expanding distribution channels.
We have also responded with the strategic acquisitions made by us, 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.
We had an aggregate of €8.0 million ($8.8 million) and €10.1 million ($10.9 million) outstanding under the Company’s various unsecured loans as of January 31, 2024 and January 31, 2023, respectively.
We had an aggregate of €5.9 million ($6.2 million) and €8.0 million ($8.8 million) outstanding under our various unsecured loans as of January 31, 2025 and January 31, 2024, respectively.
SPSUs are expensed over the service period under the accelerated attribution method. ​ Results of Operations ​ The following table sets forth our operating results both in dollars and as a percentage of our net sales for the fiscal years indicated below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended January 31, ​ 2024 ​ 2023 ​ ​ (In thousands, except for percentage of net sales amounts) Net sales ​ $ 3,098,242 ​ 100.0 % ​ $ 3,226,728 ​ 100.0 % Cost of goods sold ​ ​ 1,856,395 ​ 59.9 ​ ​ ​ 2,125,591 ​ 65.9 ​ Gross Profit ​ ​ 1,241,847 ​ 40.1 ​ ​ ​ 1,101,137 ​ 34.1 ​ Selling, general and administrative expenses ​ ​ 924,223 ​ 29.8 ​ ​ ​ 833,151 ​ 25.8 ​ Depreciation and amortization ​ ​ 27,523 ​ 0.9 ​ ​ ​ 27,762 ​ 0.9 ​ Asset impairments ​ ​ 6,758 ​ 0.2 ​ ​ ​ 349,686 ​ 10.8 ​ Operating profit (loss) ​ ​ 283,343 ​ 9.2 ​ ​ ​ (109,462) ​ (3.4) ​ Other income (loss) ​ ​ (3,149) ​ (0.1) ​ ​ ​ 27,894 ​ 0.9 ​ Interest and financing charges, net ​ ​ (39,595) ​ (1.3) ​ ​ ​ (56,602) ​ (1.8) ​ Income (loss) before income taxes ​ ​ 240,599 ​ 7.8 ​ ​ ​ (138,170) ​ (4.3) ​ Income tax expense (benefit) ​ ​ 65,859 ​ 2.1 ​ ​ ​ (3,788) ​ (0.1) ​ Net income (loss) ​ ​ 174,740 ​ 5.7 ​ ​ ​ (134,382) ​ (4.2) ​ Less: Loss attributable to noncontrolling interests ​ ​ (1,428) ​ — ​ ​ ​ (1,321) ​ — ​ Net income (loss) attributable to G-III Apparel Group, Ltd. ​ $ 176,168 ​ 5.7 % ​ $ (133,061) ​ (4.2) % ​ Year ended January 31, 2024 (“fiscal 2024”) compared to year ended January 31, 2023 (“fiscal 2023”) ​ Net sales for fiscal 2024 decreased to $3.10 billion from $3.23 billion in the prior year.
Compensation expense for SPSUs are recognized in the consolidated financial statements over the service period under the accelerated attribution method. ​ 54 Table of Contents Results of Operations ​ The following table sets forth our operating results both in dollars and as a percentage of our net sales for the fiscal years indicated below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended January 31, ​ 2025 ​ 2024 ​ ​ (In thousands, except for percentages) Net sales ​ $ 3,180,796 ​ 100.0 % ​ $ 3,098,242 ​ 100.0 % Cost of goods sold ​ ​ 1,882,270 ​ 59.2 ​ ​ ​ 1,856,395 ​ 59.9 ​ Gross profit ​ ​ 1,298,526 ​ 40.8 ​ ​ ​ 1,241,847 ​ 40.1 ​ Selling, general and administrative expenses ​ ​ 969,812 ​ 30.5 ​ ​ ​ 924,223 ​ 29.8 ​ Depreciation and amortization ​ ​ 27,444 ​ 0.9 ​ ​ ​ 27,523 ​ 0.9 ​ Asset impairments ​ ​ 8,195 ​ 0.3 ​ ​ ​ 6,758 ​ 0.2 ​ Operating profit ​ ​ 293,075 ​ 9.1 ​ ​ ​ 283,343 ​ 9.2 ​ Other loss ​ ​ (4,374) ​ (0.1) ​ ​ ​ (3,149) ​ (0.1) ​ Interest and financing charges, net ​ ​ (18,842) ​ (0.6) ​ ​ ​ (39,595) ​ (1.3) ​ Income before income taxes ​ ​ 269,859 ​ 8.4 ​ ​ ​ 240,599 ​ 7.8 ​ Income tax expense ​ ​ 76,566 ​ 2.4 ​ ​ ​ 65,859 ​ 2.1 ​ Net income ​ ​ 193,293 ​ 6.0 ​ ​ ​ 174,740 ​ 5.7 ​ Less: loss attributable to noncontrolling interests ​ ​ (273) ​ — ​ ​ ​ (1,428) ​ — ​ Net income attributable to G-III Apparel Group, Ltd. ​ $ 193,566 ​ 6.0 % ​ $ 176,168 ​ 5.7 % ​ Year ended January 31, 2025 (“fiscal 2025”) compared to year ended January 31, 2024 (“fiscal 2024”) ​ Net sales for fiscal 2025 increased to $3.18 billion from $3.10 billion in the prior year.
Effective May 31, 2022, KLNA became an indirect wholly-owned subsidiary of us as a result of our acquisition of the remaining 81% interest in KLH we did not previously own. All material intercompany balances and transactions have been eliminated.
Effective May 31, 2022, KLNA became an indirect wholly-owned subsidiary of us as a result of our acquisition of the remaining 81% interest in KLH we did not previously own. The results of KLH are included in our consolidated financial statements beginning May 31, 2022.
For example, our fiscal year ended January 31, 2024 is referred to as “fiscal 2024.” ​ We consolidate the accounts of all of our wholly-owned and majority-owned subsidiaries. Karl Lagerfeld Holding B.V.
For example, our fiscal year ending January 31, 2025 is referred to as “fiscal 2025.” ​ We consolidate the accounts of all of our wholly-owned and majority-owned subsidiaries. Our DKNY and Donna Karan business in China is operated by Fabco Holding B.V.
These borrowings were also offset, in part, by $26.9 million of cash used to repurchase 1,587,581 shares of our common stock under our share repurchase program and $9.8 million for taxes paid in connection with net share settlements of stock grants that have vested. ​ Financing Needs ​ We believe that our cash on hand and cash generated from operations, together with funds available under the ABL Credit Agreement, are sufficient to meet our expected operating and capital expenditure requirements.
In addition, we used $60.0 million of cash to repurchase 2,209,832 shares of our common stock under our share repurchase program, had net borrowings of $13.6 million under our foreign facilities and $7.6 million for taxes paid in connection with net share settlements of stock grants that vested. ​ 59 Table of Contents Financing Needs ​ We believe that our cash on hand and cash generated from operations, together with funds available under the ABL Credit Agreement, are sufficient to meet our expected operating and capital expenditure requirements.
We had $400 million in borrowings outstanding under the Notes at each of January 31, 2024 and January 31, 2023. Our contingent liability under open letters of credit was approximately $6.9 million at January 31, 2024 and $8.6 million at January 31, 2023.
We had $400 million in borrowings outstanding 58 Table of Contents under the Notes at January 31, 2024. Our contingent liability under open letters of credit was approximately $3.0 million at January 31, 2025 and $6.9 million at January 31, 2024. The amount outstanding under the LVMH Note was repaid during fiscal 2024.
Wholesale revenues also include revenues from license agreements related to our owned trademarks including DKNY, Donna Karan, Karl Lagerfeld, G.H. Bass, Andrew Marc, Vilebrequin and Sonia Rykiel. ​ 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, 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.
The Prior Credit Agreement provided for borrowings of up to $650 million and was due to expire in December 2021.
The Second Credit Agreement provided for borrowings of up to $650 million and was due to expire on August 7, 2025.
The annual test of our trademarks resulted in an impairment of the trademark based upon our most recent forecasted results and was impacted by higher interest rates. In fiscal 2023, we recorded $349.7 million of asset impairments.
The annual test of our trademarks resulted in an impairment of the trademark based upon our most recent forecasted results and was impacted by higher interest rates. Asset impairments are recorded primarily in our wholesale operations segment. ​ Other loss was $4.4 million in fiscal 2025 compared to other loss of $3.1 million in fiscal 2024.
As of January 31, 2024, the Company had an aggregate outstanding balance of €8.0 million ($8.8 million) under these various unsecured loans. ​ Overdraft Facilities ​ During fiscal 2021, T.R.B International SA (“TRB”), a subsidiary of Vilebrequin, entered into several overdraft facilities that allow for applicable bank accounts to be in a negative position up to a certain maximum overdraft.
As of January 31, 2025, we had an aggregate outstanding balance of €5.9 million ($6.2 million) under these various unsecured loans. ​ Overdraft Facilities ​ During fiscal 2021 and 2025, 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.
As permitted under ASC 835, the debt issuance costs have been deferred and are presented as an asset which is amortized ratably over the term of the ABL Credit Agreement. ​ LVMH Note ​ 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 repaid 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 .
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. ​ LVMH Note ​ 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. ​ 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.
The results of KLH are included in our consolidated financial statements beginning May 31, 2022. ​ Each of Vilebrequin International SA (“Vilebrequin”), a Swiss corporation that is wholly-owned by us, KLH, Fabco Holding B.V. (“Fabco”) and Sonia Rykiel report results on a calendar year basis rather than on the January 31 fiscal year basis used by G-III.
All material intercompany balances and transactions have been eliminated. ​ Each of Vilebrequin International SA (“Vilebrequin”), a Swiss corporation that is wholly-owned by us, KLH, Fabco, Sonia Rykiel, a Swiss Corporation that is wholly-owned by us, and AWWG report results on a calendar year basis rather than on the January 31 fiscal year basis used by G-III.
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.
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.
As of January 31, 2024, TRB had an aggregate €2.4 million ($2.7 million) drawn under these various facilities. ​ Foreign Credit Facility ​ 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.
As of January 31, 2025, we had no borrowings 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 (“EURIBOR”) plus a margin of 1.7%.
Other loss in the current period consisted of $0.1 million of foreign currency income during fiscal 2024 compared to $4.7 million of foreign currency losses during fiscal 2023.
Other loss in the current year period consisted of $3.3 million of foreign currency losses during fiscal 2025 compared to $0.1 million of foreign currency income during fiscal 2024. Additionally, we recorded $1.9 million in losses from unconsolidated affiliates during fiscal 2025 compared to $5.6 million in losses from unconsolidated affiliates in fiscal 2024.
We had no borrowings outstanding under our revolving credit facility as of January 31, 2024. (3) Includes outstanding trade letters of credit, which represent inventory purchase commitments, which typically mature in less than six months. ​ 61 Table of Contents
(3) Includes outstanding trade letters of credit, which represent inventory purchase commitments, which typically mature in less than six months. ​
We have also used cash to repurchase our shares. ​ As of January 31, 2024, we had cash and cash equivalents of $507.8 million and availability under our revolving credit facility in excess of $570 million.
We have also used cash to repurchase our shares, make strategic investments and redeem the Notes. ​ As of January 31, 2025, we had cash and cash equivalents of $181.4 million and availability under our revolving credit facility of approximately $600.0 million.
(2) Includes: (a) $400.0 million related to our Notes that will mature in fiscal 2026, (b) $8.8 million in our various unsecured loans which have maturity dates ranging from fiscal 2026 through fiscal 2029 and requires us to make quarterly installment payments of €0.6 million, (c) $2.7 million in our various overdraft facilities and (d) $8.9 million in our foreign credit facilities.
(2) Includes: $6.2 million in our various unsecured loans which have maturity dates ranging from fiscal 2026 through fiscal 2031 and requires us to make quarterly installment payments of €0.8 million. We had no borrowings outstanding under our revolving credit facility, our various overdraft facilities or our foreign credit facilities as of January 31, 2025.
The gross profit percentage in our retail operations segment was negatively impacted in the current year by increased promotional activity. ​ Selling, general and administrative expenses increased to $924.2 million in fiscal 2024 from $833.2 million in fiscal 2023.
The gross profit percentage in our retail operations segment was positively impacted from a better product assortment. ​ 55 Table of Contents Selling, general and administrative expenses increased to $969.8 million in fiscal 2025 from $924.2 million in fiscal 2024.
In accordance with ASC 835, the debt issuance costs have been deferred and are presented as a contra-liability, offsetting the outstanding balance of the Notes, and are amortized over the remaining life of the Notes. ​ Second Amended and Restated ABL Credit Agreement ​ In August 2020, our subsidiaries, G-III Leather Fashions, Inc., Riviera Sun, Inc., CK Outerwear, LLC, AM Retail Group, Inc. and The Donna Karan Company Store LLC (collectively, the “Borrowers”), entered into the second amended and restated credit agreement (the “ABL Credit Agreement”) with the Lenders named therein and with JPMorgan Chase Bank, N.A., as Administrative Agent.
These debt issuance costs were fully extinguished and charged to interest expense in our results of operations. ​ Third Amended and Restated ABL Credit Agreement ​ On June 4, 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.
As of March 21, 2024, we had 45,417,321 shares of common stock outstanding. ​ Cash from Operating Activities ​ We generated $587.6 million of cash from operating activities in fiscal 2024, primarily as a result of our net income of $176.2 million, decreases of $188.9 million in inventories and $112.6 million in accounts receivable and an increase of $35.0 million in accounts payable and accrued expenses.
As of March 19, 2025, we had 43,883,207 shares of common stock outstanding. ​ Cash from Operating Activities ​ We generated $316.4 million of cash from operating activities in fiscal 2025, primarily as a result of our net income of $193.6 million and decreases of $42.3 million in inventories and $20.0 million in prepaid expenses and other current assets as well as an increase of $50.1 million in accounts payable and accrued expenses.
Prior to this increase, we had 6,813,851 authorized shares under this program. Pursuant to this program, during the year ended January 31, 2024, we acquired 1,598,568 of our shares of common stock for an aggregate purchase price of $26.1 million.
Pursuant to this program, during the year ended January 31, 2025, we acquired 2,209,832 of our shares of common stock for an aggregate purchase price of $60.0 million, excluding excise tax.
Net sales of our segments are reported before intercompany eliminations. ​ Net sales of our wholesale operations segment decreased to $3.01 billion from $3.16 billion in the comparable period last year. This decrease was primarily the result of a decrease in net sales of Calvin Klein and Tommy Hilfiger licensed products.
Net sales of our segments are reported before intercompany eliminations. ​ Net sales of our wholesale operations segment increased to $3.08 billion from $3.01 billion in the comparable period last year. We sell a broad range of products at varying price points and deliver newly designed products each year.
As of January 31, 2024, we were in compliance with all covenants under our senior secured notes and revolving credit facility. ​ Senior Secured Notes ​ In August 2020, we completed a private debt offering of $400 million aggregate principal amount of our 7.875% Senior Secured Notes due August 2025 (the “Notes”).
As of January 31, 2025, we were in compliance with all covenants under our revolving credit facility. ​ Senior Secured Notes ​ 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.
We extinguished and charged to interest expense $0.4 million of the prior debt issuance costs and incurred new debt issuance costs totaling $5.1 million related to the ABL Credit Agreement. We have incurred a total of $8.0 million of debt issuance costs related to our ABL Credit Agreement.
There was no extinguishment of any amount of the unamortized debt issuance costs remaining from the Second ABL Credit Agreement. We incurred new debt issuance costs totaling $3.8 million related to the Third ABL Credit Agreement. We have a total of $5.6 million debt issuance costs related to our Third ABL Credit Agreement.
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. Inflation and Interest Rates ​ Inflationary pressures have impacted the entire economy, including our industry.
While these rules did not have a material impact 48 Table of Contents on our effective tax rate or financial results for fiscal 2025, we will continue to monitor our operations and 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.
Our 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. 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.
Our new Donna Karan product is currently being distributed in the United States through our diversified distribution network, including premier department stores, digital channels and our own Donna Karan website. ​ 45 Table of Contents We are focused on several initiatives to continue the momentum.
PRSUs are expensed over the service period under the accelerated attribution method. ​ 54 Table of Contents PSUs were granted to executives beginning in fiscal 2020 and vest after a three year performance period during which certain earnings before interest and taxes and return on invested capital performance conditions must be satisfied for vesting to occur.
Compensation expense for RSUs are recognized in the consolidated financial statements on a straight-line basis over the service period based on their grant date fair value. ​ Performance Stock Units ​ Performance stock units (“PSUs”) vest after a three year performance period during which certain earnings before interest and taxes and return on invested capital performance conditions must be satisfied for vesting to occur.
This increase in our effective tax rate is primarily due to the goodwill impairment charges which significantly decreased pretax book income in relation to tax expense in fiscal 2023, as well as operating losses generated in certain foreign jurisdictions during fiscal 2024 that are not expected to be realized. ​ 56 Table of Contents Liquidity and Capital Resources ​ Cash Availability ​ We rely on our cash flows generated from operations, cash and cash equivalents and the borrowing capacity under our revolving credit facility to meet the cash requirements of our business.
The increase in our effective tax rate is primarily due to the impact of permanent tax adjustments on the annual effective tax rate, offset by a reduction in unrecognized income tax benefits related to our foreign exposures. ​ Liquidity and Capital Resources ​ Cash Availability ​ We rely on our cash flows generated from operations, cash and cash equivalents and the borrowing capacity under our revolving credit facility to meet the cash requirements of our business.
The number of retail stores in our retail operations segment decreased from 59 at January 31, 2023 to 53 at January 31, 55 Table of Contents 2024.
The number of retail stores operated by us decreased from 53 at January 31, 2024 to 49 at January 31, 2025. The increase in sales in our retail operations segment was the result of increased sales at our Karl Lagerfeld Paris and DKNY stores.
The increase in net sales of our retail operations segment is primarily the result of increased sales at our Karl Lagerfeld Paris stores. ​ Gross profit was $1.2 billion, or 40.1% of net sales, for fiscal 2024 compared to $1.1 billion, or 34.1% of net sales, last year.
Comparable store sales, which include both stores and digital channels, increased by strong double-digits at our Karl Lagerfeld Paris and DKNY stores compared to the same period in the prior year. ​ Gross profit was $1.30 billion, or 40.8% of net sales, for fiscal 2025 compared to $1.24 billion, or 40.1% of net sales, last year.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+1 added−1 removed4 unchanged
Biggest changeWe experienced increased costs in many aspects of our business during fiscal 2024 and fiscal 2023. In fiscal 2023, we implemented price increases on many of our products. Our price increases were an effort to mitigate the effect of higher costs. We expect inflationary pressures to lessen in fiscal 2025.
Biggest changeWe have experienced increased costs in many aspects of our business due to the historic high rates of inflation in recent years. Beginning in fiscal 2023, we have implemented price increases on many of our products in an effort to mitigate the effect of higher costs. We expect inflationary pressures to continue in fiscal 2026.
We borrow under this credit facility to support general corporate purposes, including capital expenditures and working capital needs. The U.S. Federal Reserve Board increased interest rates several times in fiscal 2024. It is unclear whether the Federal Reserve will reduce interest rates or maintain the current high rates in fiscal 2025.
We borrow under this credit facility to support general corporate purposes, including capital expenditures and working capital needs. The U.S. Federal Reserve Board increased interest rates several times in fiscal 2024 and began to decrease interest rates in fiscal 2025. It is unclear whether the Federal Reserve will reduce, increase or maintain the current interest rates in fiscal 2026.
See our “Risk Factors Relating to the Operation of our Business” and “Risk Factors Relating to the Economy and the Apparel Industry” contained in Item 1A – Risk Factors of this Annual Report on Form 10-K. ​ Interest Rate Exposure ​ We are subject to market risk from exposure to changes in interest rates relating to our ABL Credit Agreement.
See our “Risk Factors Relating to the Operation of our Business” and “Risk Factors Relating to the Economy and the Apparel Industry” contained under “Risk Factors.” ​ 60 Table of Contents Interest Rate Exposure ​ We are subject to market risk from exposure to changes in interest rates relating to our ABL Credit Agreement.
Additional increases in interest rates, or the continuation of the current high rates, by the Federal Reserve will result in increases in our interest expense under our ABL Credit Agreement. ​ We had nominal borrowings under our ABL Credit Agreement during the year ended January 31, 2024.
Additional increases in interest rates, or the continuation of the current rates, by the Federal Reserve will result in increases in our interest expense under our ABL Credit Agreement. ​ The Federal Reserve began to reduce interest rates in fiscal 2025.
Removed
We estimate that each 100 basis point increase in our borrowing rates would result in additional interest expense to us of approximately $1 million for each $100 million outstanding our ABL Credit Agreement. ​
Added
Based on our borrowings under our ABL Credit Agreement during the year ended January 31, 2025, our incremental interest expense would have increased by approximately $0.2 million if our borrowing rates remained at their highest level during fiscal 2025. ​

Other GIII 10-K year-over-year comparisons