~~Note 4 – Fair Value of Financial Instruments~~

GAAP establishes a three-level valuation hierarchy for disclosure of fair value measurements. The determination of the applicable level within the hierarchy for a particular asset or liability depends on the inputs used in its valuation as of the measurement date, notably the extent to which the inputs are market-based (observable) or internally-derived (unobservable). A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows:

~~Level 1 — inputs to the valuation methodology based on quoted prices (unadjusted) for identical assets or liabilities in active markets.~~

Level 2 — inputs to the valuation methodology based on quoted prices for similar assets or liabilities in active markets for substantially the full term of the financial instrument; quoted prices for identical or similar instruments in markets that are not active for substantially the full term of the financial instrument; and model-derived valuations whose inputs or significant value drivers are observable.

~~Level 3 — inputs to the valuation methodology based on unobservable prices or valuation techniques that are significant to the fair value measurement.~~

~~The following table summarizes the carrying values and the estimated fair values of the Company’s debt instruments:~~

Carrying Value

Fair Value

October 31,

October 31,

January 31,

October 31,

October 31,

January 31,
Financial Instrument

Level

2018

2017

2018

2018

2017

2018

(In thousands)
Term loan

2

$
300,000

$
300,000

$
300,000

$
300,000

$
300,000

$
300,000
Revolving credit facility

2

309,599

349,648

12,003

309,599

349,648

12,003
Note issued to LVMH

3

95,345

90,239

91,667

95,345

90,239

91,667

The Company’s debt instruments are recorded at their carrying values in its condensed consolidated balance sheets, which may differ from their respective fair values. The carrying amount of the Company’s variable rate debt approximates the fair value, as interest rates change with the market rates. Furthermore, the carrying value of all other financial instruments potentially subject to valuation risk (principally consisting of cash, accounts receivable and accounts payable) also approximates fair value due to the short-term nature of these accounts. For purposes of this fair value disclosure, the Company based its fair value estimate for the LVMH Note (as defined in Note 6) on the initial fair value as determined at the date of the acquisition of Donna Karan International (“DKI”) and records the amortization using the effective interest method over the term of the LVMH Note.

~~Table of Contents~~

~~Non-Financial Assets and Liabilities~~

The Company’s non-financial assets, which primarily consist of goodwill, other intangible assets and property and equipment, are not required to be measured at fair value on a recurring basis and are reported at carrying value. However, whenever events or changes in circumstances indicate that their carrying value may not be fully recoverable (and at least annually for goodwill and indefinite-lived intangible assets), non-financial instruments are assessed for impairment and, if applicable, written down to and recorded at fair value, considering external market participant assumptions. No events or circumstances indicate an impairment has been identified subsequent to the Company’s January 31, 2018 impairment testing.

Note 5 – Net Income per Common Share

Basic net income per common share has been computed using the weighted average number of common shares outstanding during each period. Diluted net income per share ~~when applicable,~~ is computed using the weighted average number of common shares and potential dilutive common shares, consisting of unvested restricted stock unit awards and unexercised stock options outstanding during the period. Approximately 846,200 and 344,000 ~~and 1,000,000~~unvested shares of common stock have been excluded from the diluted net income per share calculation for the three months ended October 31, ~~2018~~2019 and ~~2017,~~2018, respectively. Approximately 680,700 and 330,000 ~~and 1,100,000~~unvested shares of common stock have been excluded from the diluted net income per share calculation for the nine months ended October 31, ~~2018~~2019 and ~~2017,~~2018, respectively. All share-based payments outstanding that vest based on the achievement of performance and/or market price conditions, and for which the respective performance and/or market price conditions have not been achieved, have been excluded from the diluted per share calculation.

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


	Three Months Ended October 31,				Nine Months Ended October 31,
	2018		2017		2018		2017
	(In thousands, except per share amounts)

									Three Months Ended October 31,				Nine Months Ended October 31,
									2019		2018		2019		2018
									(In thousands, except per share amounts)
Net income	$	94,025	$	81,625	$	113,987	$	62,666	$	95,387	$	94,025	$	118,549	$	113,987
Basic net income per share:
Basic common shares		49,231		48,846		49,176		48,729		47,768		49,231		48,333		49,176
Basic net income per share	$	1.91	$	1.67	$	2.32	$	1.29	$	2.00	$	1.91	$	2.45	$	2.32


Diluted net income per share:
Basic common shares		49,231		48,846		49,176		48,729		47,768		49,231		48,333		49,176
Diluted restricted stock awards and stock options		1,263		682		1,169		681
Diluted restricted stock unit awards and stock options										588		1,263		723		1,169
Diluted common shares		50,494		49,528		50,345		49,410		48,356		50,494		49,056		50,345
Diluted net income per share	$	1.86	$	1.65	$	2.26	$	1.27	$	1.97	$	1.86	$	2.42	$	2.26

~~Table of Contents~~

Note 6 – Notes Payable

Long-term debt consists of the following:


	October 31, 2019		October 31, 2018		January 31, 2019
	(In thousands)
Term loan	$	300,000	$	300,000	$	300,000
Revolving credit facility		279,880		309,599		—
Note issued to LVMH		125,000		125,000		125,000
Unsecured loan		2,948		—		—
Subtotal		707,828		734,599		425,000
Less: Net debt issuance costs ⁽¹⁾		(8,055)		(10,667)		(10,014)
Debt discount		(24,377)		(29,655)		(28,382)
Current portion of long-term debt		(655)		—		—
Total	$	674,741	$	694,277	$	386,604

October 31, 2018

October 31, 2017

January 31, 2018

(In thousands)
Term loan

$
300,000

$
300,000

$
300,000
Revolving credit facility

309,599

349,648

12,003
Note issued to LVMH

125,000

125,000

125,000
Subtotal

734,599

��
774,648

437,003
Less: Net debt issuance costs (1)

(10,667)

(13,279)

(12,626)
Debt discount

(29,655)

(34,761)

(33,333)
Total

$
694,277

$
726,608

$
391,044

(1)

⁽¹⁾

Does not include debt issuance costs, net of amortization, totaling $5.2 million, $7.7 million ~~$10.1 million~~ and ~~$9.5~~$7.1 million as of October 31, ~~2018,~~2019, October 31, ~~2017~~2018 and January 31, ~~2018,~~2019, respectively, related to the revolving credit facility. These debt issuance costs have been deferred and are classified ~~within~~in prepaid expenses and other current assets in the accompanying ~~Condensed Consolidated Balance Sheets~~condensed consolidated balance sheets in accordance with Accounting Standards Update (“ASU”) ~~2015‑15.~~

2015-15.

Table of Contents

Term Loan

In connection with the acquisition of DKI, the Company borrowed $350.0 million under a senior secured term loan facility (the “Term Loan”). On December 1, 2016, the Company prepaid $50.0 million in principal amount of the Term Loan. The Term Loan ~~is payable on maturity~~will mature in December 2022.

Interest on the outstanding principal amount of the Term Loan accrues at a rate equal to the London Interbank Offered Rate (“LIBOR”), subject to a 1% floor, plus an applicable margin of 5.25% or an alternate base rate (defined as the greatest of (i) the “prime rate” as published by the Wall Street Journal from time to time, (ii) the federal funds rate plus 0.5% or (iii) the LIBOR rate for a borrowing with an interest period of one month) plus 4.25%, per annum, payable in cash. As of October 31, ~~2018,~~2019, interest under the Term Loan was being paid at an average rate of ~~7.36%~~7.62% per annum.

The Term Loan is secured by certain assets of the Company and certain of its subsidiaries. The Term Loan is required to be prepaid with the proceeds of certain asset sales if such proceeds are not applied as required by the ~~agreement prior to~~Term Loan within specified deadlines. The Term Loan contains covenants that, among other things, restrict the Company’s ability, subject to ~~among other things,~~certain exceptions, to incur additional ~~debt,~~debt; incur liens; sell or dispose of certain ~~assets,~~assets; merge with other companies; liquidate or dissolve the Company; acquire other companies; make loans, advances, or guarantees; and make certain ~~investments, incur liens and enter into acquisitions.~~investments. This loan also includes a mandatory prepayment provision based on excess cash flow as defined in the term loan agreement. A first lien leverage covenant requires the Company to maintain a level of debt to EBITDA ~~over the term of the agreement~~ at a ratio as ~~set forth~~defined in the term loan agreement. As of October 31, ~~2018,~~2019, the Company was in compliance with these covenants.

Revolving Credit Facility

Upon closing of the acquisition of DKI, the Company’s ~~previous~~prior credit agreement was refinanced and replaced by a $650 million amended and restated credit agreement (the “revolving credit facility”). Amounts available under the revolving credit facility are subject to borrowing base formulas and over advances as specified in the revolving credit facility agreement. Borrowings bear interest, at the Company’s option, at LIBOR plus a margin of 1.25% to 1.75% or an alternate base rate (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% or (iii) the LIBOR rate for a borrowing with an interest period of one month) plus a margin of 0.25% to 0.75%, with the applicable margin determined based on the availability under the revolving credit facility agreement. As of October 31, ~~2018,~~2019, interest under the revolving credit agreement was being paid at an average rate of ~~3.71%~~3.30% per annum. The revolving credit facility has a five-year term ending December 1, 2021. In addition to paying interest on any outstanding borrowings under the revolving credit facility, the Company is required to pay a commitment fee to the lenders under the credit agreement with respect to the unutilized commitments. The commitment fee accrues at a rate equal to 0.25% per annum on the average daily amount of the ~~unutilized~~available commitments.

~~Table of Contents~~

As of October 31, ~~2018,~~2019, the Company had ~~$309.6~~$279.9 million of borrowings outstanding under the revolving credit facility, all of which are classified as long-term liabilities. As of October 31, ~~2018,~~2019, there were outstanding trade and standby letters of credit amounting to ~~$8.6~~$3.6 million and $3.4 million, respectively.

The revolving credit facility contains covenants that, among other things, restrict the Company’s ability, subject to specified exceptions, to 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. In certain circumstances, the revolving credit facility also requires the Company to maintain a fixed charge coverage ratio, as defined in the agreement, not less than 1.00 to 1.00 for each period of twelve consecutive fiscal months of the Company. As of October 31, 2019, the Company was in compliance with these covenants.

LVMH Note

As part of the consideration for the acquisition of DKI, the Company issued to LVMH ~~Moet Hennessy Louis Vuitton Inc. (“LVMH”)~~ a junior lien secured promissory note in the principal amount of $125.0 million (the “LVMH Note”) that bears interest at the rate of 2% per year. $75.0 million of the principal amount of the LVMH Note is due and payable on June 1, 2023 and $50.0 million of such principal amount is due and payable on December 1, 2023. Accounting Standards Codification (“ASC”) 820 - Fair Value Measurements requires the note to be recorded at fair value at issuance. As a result, the Company recorded a $40.0 million debt ~~discount in the amount of $40.0 million.~~discount. This discount is being amortized as interest expense using the effective interest method over the term of the LVMH Note.

Table of Contents

Unsecured Loan

On April 15, 2019, T.R.B. International SA (“TRB”), a subsidiary of Vilebrequin, borrowed €3.0 million under an unsecured loan with Banque du Leman S.A (the “Unsecured Loan”). The Unsecured Loan matures on April 15, 2024. During the term of the Unsecured Loan, TRB is required to make quarterly installment payments of €0.2 million. Interest on the outstanding principal amount of the Unsecured Loan accrues at a fixed rate equal to 1.50% per annum, payable quarterly in cash.

Note 7 – ~~Segments~~Revenue Recognition

Disaggregation of Revenue

In accordance with ASC 606 – Revenue from Contracts with Customers, the Company has elected to disclose its revenues by segment. Each segment has its own characteristics with respect to the timing of revenue recognition and the type of customer. In addition, disaggregating revenues using a segment basis is consistent with how the Company’s Chief Operating Decision Maker manages the Company. The Company has identified the wholesale operations segment and the retail operations segment as distinct sources of revenue.

Wholesale Operations Segment. Wholesale revenues include sales of products to retailers under owned, licensed and private label brands, as well as sales related to the Vilebrequin business. Wholesale revenues from sales of products are recognized when control transfers to the customer. The Company considers control to have been transferred when the Company has transferred physical possession of the product, the Company has a right to payment for the product, the customer has legal title to the product and the customer has the significant risks and rewards of the product. Wholesale revenues are adjusted by variable considerations arising from implicit or explicit obligations. Wholesale revenues also include royalty revenues from license agreements related to our owned trademarks including DKNY, Donna Karan, Vilebrequin, G.H. Bass and Andrew Marc. As of October 31, 2019, revenues from license agreements represented an insignificant portion of wholesale revenues.

Retail Operations Segment. Retail store revenues are generated by direct sales to consumers through company-operated stores and product sales through the Company’s owned websites for the DKNY, Donna Karan, Wilsons, G.H. Bass, Andrew Marc and Karl Lagerfeld Paris businesses. Retail stores primarily consist of Wilsons Leather, G.H. Bass and DKNY retail stores, substantially all of which are operated as outlet stores, as well as a small number of Karl Lagerfeld Paris and Calvin Klein Performance stores. Retail operations segment revenues are recognized at the point of sale when the customer takes possession of the goods and tenders payment. E-commerce revenues primarily consist of sales to consumers through the Company’s e-commerce platforms. E-commerce revenue is recognized when a customer takes possession of the goods. Retail sales are recorded net of applicable sales tax.

Contract Liabilities

The Company’s ~~reportable segments~~contract liabilities, which are ~~business units~~recorded within accrued expenses in the accompanying condensed consolidated balance sheets, primarily consist of gift card liabilities and advance payments from licensees. In some of its retail concepts, the Company also offers a limited loyalty program where customers accumulate points redeemable for cash discount certificates that ~~offer products through different channels~~expire 90 days after issuance. Total contract liabilities were $5.4 million, $4.2 million and $6.4 million at October 31, 2019, October 31, 2018 and January 31, 2019, respectively. The Company recognized $4.5 million in revenue for the three months ended October 31, 2019 related to contract liabilities that existed at July 31, 2019. The Company recognized $5.5 million in revenue for the nine months ended October 31, 2019 related to contract liabilities that existed at January 31, 2019. There were 0 contract assets recorded as of ~~distribution.~~ October 31, 2019, October 31, 2018 and January 31, 2019. Substantially all of the advance payments from licensees as of October 31, 2019 are expected to be recognized as revenue within the next twelve months.

Table of Contents

Note 8 – Segments

The Company has ~~two~~2 reportable segments: wholesale operations and retail operations. The wholesale operations segment includes sales of products under the Company’s owned, licensed and private label brands, as well as sales related to the Vilebrequin business. Wholesale ~~sales~~revenues also include royalty revenues from license agreements related to our owned trademarks ~~owned by the~~including DKNY, Donna Karan, Vilebrequin, G.H. Bass and Andrew ~~Marc and Vilebrequin businesses.~~Marc. The retail operations segment consists primarily of direct sales to consumers through Company-operated stores, consisting primarily of Wilsons Leather, G.H. Bass and DKNY stores, substantially all of which are operated as outlet stores, as well as a ~~limited~~smaller number of Karl Lagerfeld Paris and Calvin Klein Performance stores. ~~Sales~~This segment also includes sales through Company-owned websites for the ~~Company’s owned websites, with the exception of Vilebrequin, are also included in the retail operations segment.~~DKNY, Donna Karan, Wilsons, G.H. Bass, Andrew Marc and Karl Lagerfeld Paris businesses.

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


	Three Months Ended October 31, 2019
	Wholesale		Retail		Elimination ⁽¹⁾		Total
	(In thousands)
Net sales	$	1,067,858	$	89,671	$	(29,126)	$	1,128,403
Cost of goods sold		713,063		45,447		(29,126)		729,384
Gross profit		354,795		44,224		—		399,019
Selling, general and administrative expenses		190,166		56,414		—		246,580
Depreciation and amortization		7,748		1,953		—		9,701
Gain on lease terminations		—		(124)		—		(124)
Operating profit (loss)	$	156,881	$	(14,019)	$	—	$	142,862


	Three Months Ended October 31, 2018
	Wholesale		Retail		Elimination ⁽¹⁾		Total
	(In thousands)
Net sales	$	1,005,358	$	110,934	$	(43,310)	$	1,072,982
Cost of goods sold		677,011		57,181		(43,310)		690,882
Gross profit		328,347		53,753		—		382,100
Selling, general and administrative expenses		166,423		65,629		—		232,052
Depreciation and amortization		7,709		2,324		—		10,033
Operating profit (loss)	$	154,215	$	(14,200)	$	—	$	140,015


	Nine Months Ended October 31, 2019
	Wholesale		Retail		Elimination ⁽¹⁾		Total
	(In thousands)
Net sales	$	2,227,404	$	255,282	$	(76,839)	$	2,405,847
Cost of goods sold		1,480,678		135,156		(76,839)		1,538,995
Gross profit		746,726		120,126		—		866,852
Selling, general and administrative expenses		478,964		165,923				644,887
Depreciation and amortization		23,033		5,930				28,963
Gain on lease terminations		—		(2,346)				(2,346)
Operating profit (loss)	$	244,729	$	(49,381)	$	—	$	195,348


	Nine Months Ended October 31, 2018
	Wholesale		Retail		Elimination ⁽¹⁾		Total
	(In thousands)
Net sales	$	2,077,628	$	322,115	$	(90,320)	$	2,309,423
Cost of goods sold		1,381,342		170,230		(90,320)		1,461,252
Gross profit		696,286		151,885		—		848,171
Selling, general and administrative expenses		439,014		193,969		—		632,983
Depreciation and amortization		22,192		6,676		—		28,868
Operating profit (loss)	$	235,080	$	(48,760)	$	—	$	186,320

Three Months Ended October 31, 2018


Wholesale

Retail

Elimination (1)

Total

(In thousands)
Net sales

$
1,005,358

$
110,934

$
(43,310)

$
1,072,982
Cost of goods sold

677,011

57,181

(43,310)

690,882
Gross profit

328,347

53,753

—

382,100
Selling, general and administrative expenses

166,423

65,629

—

232,052
Depreciation and amortization

7,709

2,324

—

10,033
Operating profit (loss)

$
154,215

$
(14,200)

$
—

$
140,015

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

Three Months Ended October 31, 2017


Wholesale

Retail

Elimination (1)

Total

(In thousands)
Net sales (2)

$
966,820

$
118,709

$
(60,536)

$
1,024,993
Cost of goods sold (3)

636,636

57,797

(60,536)

633,897
Gross profit

330,184

60,912

—

391,096
Selling, general and administrative expenses

174,679

68,061

—

242,740
Depreciation and amortization

6,790

116

—

6,906
Operating profit (loss)

$
148,715

$
(7,265)

$
—

$
141,450

Table of Contents

Nine Months Ended October 31, 2018


Wholesale

Retail

Elimination (1)

Total

(In thousands)
Net sales

$
2,077,628

$
322,115

$
(90,320)

$
2,309,423
Cost of goods sold

1,381,342

170,230

(90,320)

1,461,252
Gross profit

696,286

151,885

—

848,171
Selling, general and administrative expenses

439,014

193,969

—

632,983
Depreciation and amortization

22,192

6,676

—

28,868
Operating profit (loss)

$
235,080

$
(48,760)

$
—

$
186,320

Nine Months Ended October 31, 2017


Wholesale

Retail

Elimination (1)

Total

(In thousands)
Net sales (2)

$
1,887,902

$
324,329

$
(120,191)

$
2,092,040
Cost of goods sold (3)

1,251,372

165,058

(120,191)

1,296,239
Gross profit

636,530

159,271

—

795,801
Selling, general and administrative expenses

433,323

202,677

—

636,000
Depreciation and amortization

20,403

7,077

—

27,480
Operating profit (loss)

$
182,804

$
(50,483)

$
—

$
132,321

⁽¹⁾

~~Represents intersegment sales to the Company’s retail operations segment.~~

⁽²⁾

Certain reclassifications have been made between the wholesale operations segment and the elimination column as a result of sales eliminations within the wholesale operations segment being misclassified as inter-segment eliminations.

⁽³⁾

Certain reclassifications have been made as a result of the Company’s reclassifying the impact of certain components of foreign currency gain (loss) from cost of goods sold and interest expense to other income.

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


	October 31, 2018		October 31, 2017		January 31, 2018
	(In thousands)

							October 31, 2019		October 31, 2018		January 31, 2019
							(In thousands)
Wholesale	$	2,155,840	$	1,871,373	$	1,554,191	$	2,342,209	$	2,155,840	$	1,834,610
Retail		224,593		251,649		215,568		348,898		224,593		190,996
Corporate		170,635		136,031		145,418		237,500		170,635		182,452
Total assets	$	2,551,068	$	2,259,053	$	1,915,177	$	2,928,607	$	2,551,068	$	2,208,058

Note 89 – Stockholders’ Equity

Nine Months Ended October 31,

2018

2017

(In thousands)
Balance at beginning of period

$
1,120,689

$
1,021,236
Comprehensive income

103,943

74,889
Equity awards exercised/vested, net

56

1,532
Share-based compensation expense

14,876

15,362
Adjustments related to tax withholding for share-based compensation

(4,843)

(6,114)
Other

(38)

27
ASC 606 cumulative effect to retained earnings opening balance

(53,728)

—
Balance at end of period

$
1,180,955

$
1,106,932

The changes in stockholders’ equity for the three and nine months ended October 31, 2019 and 2018 are as follows (in thousands):


					Accumulated				Common
			Additional		Other				Stock
	Common		Paid-In		Comprehensive		Retained		Held In
	Stock		Capital		Loss		Earnings		Treasury		Total
Balance as of July 31, 2019	$	264	$	456,195	$	(16,848)	$	772,463	$	(44,254)	$	1,167,820
Equity awards exercised/vested, net		—		(2,224)		—		—		2,224		—
Share-based compensation expense		—		4,308		—		—		—		4,308
Taxes paid for net share settlements		—		(1,001)		—		—		—		(1,001)
Other comprehensive gain, net		—		—		(6,212)		—		—		(6,212)
Net income		—		—		—		95,387		—		95,387
Balance as of October 31, 2019	$	264	$	457,278	$	(23,060)	$	867,850	$	(42,030)	$	1,260,302


					Accumulated				Common
			Additional		Other				Stock
	Common		Paid-In		Comprehensive		Retained		Held In
	Stock		Capital		Loss		Earnings		Treasury		Total
Balance as of July 31, 2018	$	263	$	460,000	$	(13,587)	$	640,774	$	(233)	$	1,087,217
Equity awards exercised/vested, net		1		(234)		—		—		233		—
Share-based compensation expense		—		5,436		—		—		—		5,436
Taxes paid for net share settlements		—		(3,745)		—		—		—		(3,745)
Other comprehensive loss, net		—		—		(1,979)		1		—		(1,978)
Net income		—		—		—		94,025		—		94,025
Balance as of October 31, 2018	$	264	$	461,457	$	(15,566)	$	734,800	$	—	$	1,180,955


					Accumulated				Common
			Additional		Other				Stock
	Common		Paid-In		Comprehensive		Retained		Held In
	Stock		Capital		Loss		Earnings		Treasury		Total
Balance as of January 31, 2019	$	264	$	464,112	$	(15,194)	$	758,881	$	(19,054)	$	1,189,009
Equity awards exercised/vested, net		—		(12,124)		—		—		12,240		116
Share-based compensation expense		—		13,657		—		—		—		13,657
Taxes paid for net share settlements		—		(8,367)		—		—		—		(8,367)
Other comprehensive loss, net		—		—		(7,866)		—		—		(7,866)
Repurchases of common stock		—		—		—		—		(35,216)		(35,216)
Cumulative effect of adoption of ASC 842		—		—		—		(9,580)		—		(9,580)
Net income		—		—		—		118,549		—		118,549
Balance as of October 31, 2019	$	264	$	457,278	$	(23,060)	$	867,850	$	(42,030)	$	1,260,302

Table of Contents


					Accumulated				Common
			Additional		Other				Stock
	Common		Paid-In		Comprehensive		Retained		Held In
	Stock		Capital		Loss		Earnings		Treasury		Total
Balance as of January 31, 2018	$	245	$	451,844	$	(5,522)	$	674,542	$	(420)	$	1,120,689
Equity awards exercised/vested, net		19		(383)		—		—		420		56
Share-based compensation expense		—		14,876		—		—		—		14,876
Taxes paid for net share settlements		—		(4,843)		—		—		—		(4,843)
Other comprehensive loss, net		—		(37)		(10,044)		(1)		—		(10,082)
Cumulative effect of adoption of ASC 606		—		—		—		(53,728)		—		(53,728)
Net income		—		—		—		113,987		—		113,987
Balance as of October 31, 2018	$	264	$	461,457	$	(15,566)	$	734,800	$	—	$	1,180,955

For three months ended October 31, 2019, the Company issued 0 shares of common stock and utilized 80,353 shares of treasury stock in connection with the exercise or vesting of equity awards. For the three months ended October 31, 2018, the Company issued 117,774 shares of common stock and utilized 58,790 shares of treasury stock in connection with the vesting of equity awards. For the ~~three~~nine months ended October 31, ~~2017,~~2019, the Company issued ~~144,390~~8,851 shares of common stock and utilized ~~228,378~~435,703 shares of treasury stock in connection with the exercise or vesting of equity awards. For the nine months ended October 31, 2018, the Company issued 137,050 shares of common stock and utilized 106,043 shares of treasury stock in connection with the exercise or vesting of equity awards. ~~For the nine months ended October 31, 2017, the Company issued 179,302 shares of common stock and utilized 261,208 shares of treasury stock in connection with the exercise or vesting of equity awards.~~

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~~Note 9 – Final Tax Adjustment of Donna Karan International Acquisition~~

In February 2018, the Company paid $4.6 million to LVMH for the final tax adjustment related to the Company’s election under Internal Revenue Code Section 338(h)(10) in connection with the acquisition of DKI.

Note 10 – Canadian Customs Duty Examination

In October 2017, the Canada Border Service Agency (“CBSA”) issued a final audit report to G-III Apparel Canada ULC (“G-III Canada”), a wholly-owned subsidiary of the Company. The report challenged the valuation used by G-III Canada for certain goods imported into Canada. The period covered by the examination is February 1, 2014 through October 27, 2017, the date of the final ~~report, October 27, 2017.~~report. The CBSA has requested G-III Canada to reassess its customs entries for that period using the price paid or payable by the Canadian retail customers for certain imported goods rather than the price paid by G-III Canada to the vendor. The CBSA has also requested that G-III Canada change the valuation method used to pay duties with respect to goods imported in the future.

In March 2018, G-III Canada provided a bond to guarantee payment to the CBSA ~~to secure payment of the~~for additional duties payable as a result of the reassessment required by the final audit report. The Company ~~issued~~secured a bond in the amount of CAD$26.9 million ($20.9 million) representing customs duty and interest through December 31, 2017 that is claimed to be owed to the CBSA. In March 2018, the Company amended the duties filed for the month of January 2018 based on the new valuation method. ~~The additional duty claimed~~This amount was paid to ~~be owed for January 2018 was approximately CAD$1.4 million ($1.1 million).~~the CBSA. Beginning February 1, 2018, the Company began paying duties based on the new valuation method. ~~The additional duties~~Amounts paid beginning on February 1, 2018 on the higher dutiable value will not be charged as an expense in the Company’s statement of operations, but will be recorded as a deferred expense until the appeal process has concluded. Expense amountsand deferred for the ~~three and~~ nine months ended October 31, ~~2018,~~2019, related to the higher dutiable values, were CAD$~~2.5~~2.2 million ($~~1.9~~1.7 million). Cumulative amounts paid and deferred through October 31, 2019, related to the higher dutiable values, were CAD$~~8.4~~12.7 million ($~~6.4~~9.7 million)~~, respectively.~~.

G-III Canada, based on the advice of counsel, believes it has positions that support its ability to receive a refund of amounts claimed to be owed to the CBSA on appeal and intends to vigorously contest the findings of the CBSA. G-III Canada filed its appeal with the CBSA in May 2018.

~~Note 11 – Investment in Fabco Holding B.V.~~

~~In August 2017,~~Effective June 1, 2019, G-III commenced paying based on the ~~Company entered into a joint venture agreement with Amlon Capital B.V. (“Amlon”)~~dutiable value of G-III Canada’s imports based on the pre-audit levels. G-III continued to ~~produce and market women’s and men’s apparel and accessories pursuant to a long-term license for DKNY and Donna Karan in~~defer the ~~People’s Republic~~additional duty paid through the month of ~~China, including Macau, Hong Kong and Taiwan. The Company owns 49% of this joint venture, with Amlon owning~~May 2019 pending the ~~remaining 51%. The joint venture was funded with $25.0 million of equity to be used to strengthen the DKNY and Donna Karan brands and accelerate the growth~~final outcome of the ~~business in the region. Of that amount, the Company was required to contribute an aggregate~~appeal.

Table of $10.0 million to the joint venture by August 2018. The Company funded $49,000 of that amount upon signing the joint venture agreement and in August 2018, the Company funded its remaining $9,951,000 obligation to the joint venture.Contents

Note 1211 – Recent Adopted and Issued Accounting Pronouncements

Recently Adopted Accounting Guidance

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” ASU 2016-02 requires that a lessee recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term (other than leases that meet the definition of a short-term lease). The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to certain adjustments. The Company adopted ASU 2016-02 during the first quarter of fiscal 2020 using the optional transition method to apply the standard as of the effective date. As a result of adopting this standard, as of February 1, 2019, the Company recognized operating lease liabilities of $384.5 million and corresponding operating lease assets of $341.2 million. In addition, the Company recorded a $9.6 million impairment of the operating lease assets, net of tax, at adoption. The impairment was recorded as a reduction to retained earnings.

In June 2018, the FASB issued ASU ~~2018‑03, “Technical Corrections~~2018-07, “FASB Simplifies Guidance on Nonemployee Share-Based Payments,” which supersedes ASC 505-50 and ~~Improvements~~expands the scope of ASC 718 to ~~Financial Instruments – Overall (Subtopic 825‑10): Recognition~~include all share-based payment arrangements related to the acquisition of goods and ~~Measurement~~services from both nonemployees and employees. As a result, most of ~~Financial Assets~~the guidance in ASC 718 associated with employee share-based payments, including most of its requirements related to classification and ~~Financial Liabilities”, which makes technical corrections~~measurement, applies to certain aspects of ASU 2016‑01 (on recognition of financial assets and financial liabilities), including the following: (i) equity securities without a readily determinable fair value — discontinuation, (ii) equity securities without a readily determinable fair value — adjustments, (iii) forward contracts and purchased options, (iv) presentation requirements for certain fair value option liabilities, (v) fair value option liabilities denominated in a foreign currency and (vi) transition guidance for equity securities without a readily determinable fair value. Public business entities with fiscal years beginning between December 15, 2017, and June 15, 2018, were not required to adopt the amendments until the interim period beginning after June 15, 2018.nonemployee share-based payment arrangements. The Company adopted ~~the provisions of~~ ASU ~~2018‑03~~2018-07 during the ~~third~~first quarter of fiscal ~~2019.~~2020. The adoption ~~of ASU 2018‑03~~ did not have ~~any~~an impact on the Company’s condensed consolidated financial statements.

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In ~~May 2017,~~February 2018, the ~~Financial Accounting Standards Board (“FASB”)~~FASB issued ASU ~~2017‑09, “Compensation~~2018-02, “Income Statement — ~~Stock Compensation~~Reporting Comprehensive Income (Topic ~~718)~~220): ~~Scope~~Reclassification of ~~Modification Accounting.~~Certain Tax Effects from Accumulated Other Comprehensive Income,” ~~ASU 2017‑09~~which provides ~~clarification as~~financial statement preparers with an option to ~~when modification accounting should be used for changes~~reclassify stranded tax effects within accumulated other comprehensive income to retained earnings in each period in which the ~~terms or conditions~~effect of ~~a share-based payment award. ASU 2017‑09 does not~~the change in the ~~accounting for modifications but clarifies that modification accounting guidance should only be applied if there~~U.S. federal corporate income tax rate (or portion thereof) in the Tax Cut and Jobs Act is a change to the value, vesting conditions or award classification and would not be required if the changes are considered non-substantive. The amendments of ASU 2017‑09 are effective for reporting periods beginning after December 15, 2017.recorded. The Company adopted ~~the provisions of~~ ASU ~~2017‑09~~2018-02 during the first quarter of fiscal ~~2019.~~2020. The adoption ~~of ASU 2017‑09~~ did not have ~~any~~an impact on the Company’s condensed consolidated financial statements.

~~In December 2017, the SEC staff issued Staff~~

Issued Accounting ~~Bulletin 118 (“SAB 118”) to provide guidance~~Guidance Being Evaluated for companies that had not completed their accounting for the income tax effects of the Tax Cuts and Jobs Act (“TCJA”). Due to the complexities of the TCJA, the Company’s final tax liability may materially differ from provisional estimates due to additional guidance and regulations issued by the U.S. Treasury Department, the Internal Revenue Service ("IRS") and state and local tax authorities. G-III will finalize its accounting for the TCJA during the one-year measurement period, and any adjustments to the provisional amounts will be included in income tax expense or benefit in the appropriate periods, and disclosed if material, in accordance with guidance provided by SAB 118. As of October 31, 2018, the Company has not identified or recorded adjustments to the provisional amounts previously disclosed in its Annual Report on Form 10‑K for the year ended January 31, 2018.Adoption

In January 2017, the FASB issued ASU 2017‑01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” The purpose of ASU 2017‑01 is to clarify the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017‑01 is effective for fiscal years beginning after December 15, 2017, including interim periods within that year. The amendments in ASU 2017‑01 should be applied prospectively on or after the effective date. The Company adopted the provisions of ASU 2017‑01 during the first quarter of fiscal 2019. The adoption of ASU 2017‑01 did not have any impact on the Company’s condensed consolidated financial statements.

~~In October~~June 2016, the FASB issued ASU ~~2016‑16, “Income Taxes~~2016-13, “Financial Instruments-Credit Losses (Topic ~~740)~~326): ~~Intra-Entity Transfers~~Measurement of ~~Assets Other Than Inventory.~~Credit Losses on Financial Instruments.” The update requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset upon transfer other than inventory, eliminating the current recognition exception. Prior to the update, GAAP prohibited the recognition of current and deferred income taxes for intra-entity asset transfers until the asset was sold to an outside party. The amendments in this update do not include new disclosure requirements; however, existing disclosure requirements might be applicable when accounting for the current and deferred income taxes for an intra-entity transfer of an asset other than inventory. For public business entities, the amendments in this update are effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those fiscal years. The Company adopted the provisions of ASU 2016‑16 during the first quarter of fiscal 2019. The adoption of ASU 2016‑16 did not have a material impact on the Company’s condensed consolidated financial statements.

~~In August 2016,~~Subsequently, the FASB issued amendments to clarify the codification, in addition to also clarifying the implementation dates and the items that fall within the scope of the pronouncement. This pronouncement will change how entities account for credit impairment for trade and other receivables, as well as for certain financial assets and other instruments. ASU ~~2016‑15, “Statement~~2016-13 will replace the current “incurred loss” model with an “expected loss” model. Under the “incurred loss” model, a loss (or allowance) is recognized only when an event has occurred (such as a payment delinquency) that causes the entity to believe that a loss is probable (i.e., that it has been “incurred”). Under the “expected loss” model, an entity will recognize a loss (or allowance) upon initial recognition of ~~Cash Flows (Topic 230): Classification~~the asset that reflects all future events that may lead to a loss being realized, regardless of ~~Certain Cash Receipts~~whether it is probable that the future event will occur. The “incurred loss” model considers past events and ~~Cash Payments,”~~current conditions, while the “expected loss” model includes expectations for the future which ~~clarifies guidance with respect~~have yet to occur. The new standard will require entities to record a cumulative-effect adjustment to the classification of eight specific cash flow issues. ASU 2016‑15 was issued to reduce diversity in practice and prevent financial statement restatements. Cash flow issues include: debt prepayment or debt extinguishment costs, settlement of zero-coupon bonds, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies and bank-owned life insurance policies, distributions received from equity method investees, beneficial interests in securitization transactions and separately identifiable cash flows and applicationbalance sheet as of the ~~predominance principle.~~beginning of the first reporting period in which the guidance is effective. ASU ~~2016‑15~~2016-13 is effective for ~~public business~~all entities for fiscal years beginning after December 15, ~~2017,~~2019, including interim periods within those fiscal ~~years. Under ASU 2016‑15, entities must apply the guidance retrospectively to all periods presented but may apply it prospectively if retrospective application would be impracticable.~~years, with early adoption permitted. The Company ~~adopted~~is currently evaluating the ~~provisions~~potential impact of ASU ~~2016‑15 during the first quarter of fiscal 2019. The adoption of ASU 2016‑15 did not have a material impact~~2016-13 on ~~the Company’s~~its condensed consolidated financial statements.

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In January 2016, the FASB issued ASU 2016‑01, “Financial Instruments — Overall (Subtopic 825‑10): Recognition and Measurement of Financial Assets and Financial Liabilities.” This standard (i) modifies how entities measure equity investments and present changes in the fair value of financial liabilities, (ii) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, (iii) changes presentation and disclosure requirements and (iv) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. ASU 2016‑01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company adopted the provisions of ASU 2016‑15 during the first quarter of fiscal 2019. The adoption of ASU 2016‑15 did not have a material impact on the Company’s condensed consolidated financial statements.

In May 2014, the FASB issued ASU 2014‑09, “Revenue from Contracts with Customers (Topic 606).” This update replaces the previous revenue recognition guidance in GAAP and requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The FASB clarified this guidance by issuing ASU 2017‑13, “Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments”; ASU 2016‑08, “Principal versus Agent Considerations (Reporting Revenue Gross versus Net)”; ASU 2016‑10, “Identifying Performance Obligations and Licensing”; ASU 2016‑12, “Narrow-Scope Improvements and Practical Expedients”; and ASU 2016‑20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers.” The amendments to ASU 2014‑09 were intended to render more detailed implementation guidance with the expectation of reducing the degree of judgment necessary to comply with Topic 606. These new standards have the same effective date as ASU 2014‑09 and were effective for public entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company adopted the provisions of ASU 2014‑09, as subsequently amended, during the first quarter of fiscal 2019. The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (modified retrospective method). The Company adopted the pronouncement using a modified retrospective approach. The Company performed an analysis of its current revenue streams worldwide and identified changes that resulted from the adoption of the new guidance. The Company implemented changes to its accounting processes and controls to support the new revenue recognition and disclosure requirements. The adoption of Topic 606 primarily affects the wholesale operations segment in the timing of recognition of certain adjustments that were recorded in net sales. For example, the Company previously recorded markdowns and certain customer allowances when the liability was known or incurred. Please refer to Note 2 for further details with respect to the adoption of this guidance by the Company.

~~Issued Accounting Guidance Being Evaluated for Adoption~~

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement,” which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with the movement among or hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. The amendments in ASU 2018-13 modify the disclosure requirements with respect to fair value measurements based on the concepts in FASB Concepts Statement, Conceptual Framework for Financial Reporting—Chapter 8: Notes to Financial Statements, including the consideration of costs and benefits. The amendments to changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the potential impact of ASU 2018-13 ~~on its consolidated financial statements.~~

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In June 2018, the FASB issued ASU 2018‑07, “FASB Simplifies Guidance on Nonemployee Share-Based Payments”, which supersedes ASC 505‑50 and expands the scope of ASC 718 to include all share-based payment arrangements related to the acquisition of goods and services from both nonemployees and employees. As a result, most of the guidance in ASC 718 associated with employee share-based payments, including most of its requirements related to classification and measurement, applies to nonemployee share-based payment arrangements. ASU 2018‑07 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of ASU 2018‑07 is permitted for all entities, but no earlier than the date on which an entity adopts ASC 606. The Company does not expect ASU 2018‑07 to have an impact on its condensed consolidated financial statements.

In February 2018, the FASB issued ASU 2018‑02, “Income Statement — Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”, which provides financial statement preparers with an option to reclassify stranded tax effects within accumulated other comprehensive income to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate (or portion thereof) in the TCJA is recorded. The amendments to ASU 2018‑02 are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of ASU 2018‑02 is permitted, including adoption in any interim period for the public business entities for reporting periods for which financial statements have not yet been issued. The amendments of ASU 2018‑02 should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the TCJA is recognized. The Company is currently assessing the impact that adopting ASU 2018‑02 will have on its financial statements and footnote disclosures.

In February 2016, the FASB issued ASU 2016‑02, “Leases (Topic 842).” The primary difference between the current requirement under GAAP and ASU 2016‑02 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. The FASB has continued to clarify this guidance and most recently issued ASU 2018-11, “Leases (Topic 842) – Targeted Improvements”, ASU 2018-10, “Codification Improvements to Topic 842, Leases” and ASU 2017‑13, “Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments.” ASU 2016‑02 requires that a lessee recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term (other than leases that meet the definition of a short-term lease). The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Operating leases will result in straight-line expense (similar to current operating leases) while finance leases will result in a front-loaded expense pattern (similar to current capital leases). Classification will be based on criteria that are for the most part similar to those applied in current lease accounting. ASU 2016‑02 may be adopted using a modified retrospective transition, and provides for certain practical expedients. Transactions will require application of the new guidance at the beginning of the earliest comparative period presented. With the issuance of ASU 2018-11, the FASB has provided entities with an additional transition method which will not require adjustments to comparative periods or require modified disclosures in those comparative periods. The guidance is effective for public entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the impact of ASU 2016‑02 on its consolidated financial statements. Given the Company’s significant number of leases, the Company expects this standard will result in a significant increase to its long-term assets and liabilities, but does not expect it to have a material impact on its statements of operations. The Company is required to adopt the new standard in the first quarter of fiscal 2020 and does not expect to early adopt this new standard.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Unless the context otherwise requires, ~~“G-III”, “us”,~~“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. For example, our fiscal year ending January 31, ~~2019~~2020 is referred to as “fiscal ~~2019”.~~2020.” Vilebrequin, KLH, ~~Fabco~~KLNA and ~~KLNA~~Fabco report results on a calendar year basis rather than on the January 31 fiscal year basis used by G-III. Accordingly, the results of Vilebrequin, KLH, ~~Fabco~~KLNA and ~~KLNA~~Fabco are, and will be, included in our financial statements for the quarter ended or ending closest to G-III’s fiscal ~~quarter.~~quarter end. For example, with respect to our results for the nine-month period ended October 31, ~~2018,~~2019, the results of Vilebrequin, KLH, ~~Fabco~~KLNA and ~~KLNA~~Fabco are included for the nine-month period ended September 30, ~~2018.~~2019. We account for our investment in each of KLH, KLNA ~~Fabco~~ and ~~KLH~~Fabco using the equity method of accounting. The Company’s retail operations segment uses a 52/~~53‑week~~53-week fiscal year. The Company’s three and nine-month periods ended October 31, 2019 and 2018 ~~and 2017~~ were each a ~~13‑week~~13-week fiscal quarter and ~~a 39‑week fiscal~~39-week period, respectively, ~~for both periods~~ for the retail operations segment. For fiscal ~~2019~~2020 and ~~2018, the three and nine month periods for~~2019, the retail operations segment three and nine-month periods ended on November 2, 2019 and November 3, 2018, ~~and October 28, 2017,~~ respectively.

Various statements contained in this Form ~~10‑Q,~~10-Q, in future filings by us with the SEC, in our press releases and in oral statements made from time to time by us or on our behalf constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations and are indicated by words or phrases such as “anticipate,” “estimate,” “expect,” “will,” “project,” “we believe,” “is or remains optimistic,” “currently envisions,” “forecasts,” “goal” and similar words or phrases and involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from the future results, performance or achievements expressed in or implied by such forward-looking statements. Forward-looking statements also include representations of our expectations or beliefs concerning future events that involve risks and uncertainties, including, but not limited to the following:

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our dependence on licensed products;

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our dependence on the strategies and reputation of our licensors;

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costs and uncertainties with respect to expansion of our product offerings;

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the performance of our products at retail and customer acceptance of new products;

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retail customer concentration;

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risks of doing business abroad;

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

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the need to protect our trademarks and other intellectual property;

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risks relating to our retail ~~business;~~

operations segment;

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our ability to achieve operating enhancements and cost reductions from the potential significant changes to our retail operations, as well as the impact on our business resulting from any related charges to our financial statements, which may be dilutive to our earnings in the short-term;

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the impact on our business resulting from potential costs, obligations and charges related to the early closure of stores or the termination of long-term, non-cancellable leases;

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dependence on existing management;

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our ability to make strategic acquisitions and possible disruptions from acquisitions;

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need for additional financing;

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seasonal nature of our business;

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our reliance on foreign manufacturers;

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

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data security or privacy breaches;

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the impact of the current economic and credit environment on us, our customers, suppliers and vendors;

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the effects of competition in the markets in which we operate, including from e-commerce retailers;

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the redefinition of the retail store landscape in light of widespread retail store closings, ~~and~~ the bankruptcy of a number of prominent retailers and the impact of online apparel purchases and innovations by e-commerce retailers;

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consolidation of our retail customers;

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the impact on our business of the imposition of tariffs by the United States ~~government;~~

government and the escalation of trade tensions between countries;

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additional legislation and/or regulation in the United States or around the world;

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our ability to import products in a timely and cost effective manner;

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our ability to continue to maintain our reputation;

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fluctuations in the price of our common stock;

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potential effect on the price of our common stock if actual results are worse than financial forecasts;

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the effect of regulations applicable to us as a U.S. public company; and

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~~matters relating~~our ability to successfully implement our business strategies to realize the ~~business~~anticipated benefits of ~~DKI, including:~~

the acquisition of Donna Karan International Inc. (“DKI”).

- ~~our ability to realize the anticipated benefits of the acquisition of DKI;~~

- ~~the increase in our indebtedness as a result of the acquisition; and~~

- ~~the significant increase in the amount of our goodwill and other intangibles.~~

Any forward-looking statements are based largely on our expectations and judgments and are subject to a number of risks and uncertainties, many of which are unforeseeable and beyond our control. A detailed discussion of significant risk factors that have the potential to cause our actual results to differ materially from our expectations is described under the heading “Risk Factors” in our Annual Report on Form ~~10‑K~~10-K for the year ended January 31, ~~2018~~2019 and in ~~the~~Part II-Other Information, Item 1A. Risk Factors in this Quarterly Report on Form ~~10-Q for the quarter ended July 31, 2018.~~10-Q. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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. G-III has a substantial portfolio of ~~over 40~~more than 30 licensed and proprietary brands, anchored by five global power brands: DKNY, Donna Karan, Calvin Klein, Tommy Hilfiger and Karl Lagerfeld Paris. We are not only licensees, but also brand owners, and we distribute our products through multiple brick and mortar and online channels.

Our own proprietary brands include DKNY, Donna Karan, Vilebrequin, G.H. Bass, Eliza J, Jessica Howard, Andrew Marc and Marc New ~~York, Eliza J and Jessica Howard.~~York. We sell products under an extensive portfolio of well-known licensed brands, including Calvin Klein, Tommy Hilfiger, Karl Lagerfeld Paris, Kenneth Cole, Cole Haan, Guess?, Vince Camuto, Levi’s and Dockers. Through our team sports business, we have licenses with the National Football League, National Basketball Association, Major League Baseball, National Hockey League ~~Starter~~ and over 150 U.S. colleges and universities. We also source and sell products to retailers under their private retail ~~labels for retailers such~~labels.

We are also expanding our business globally through our distribution partners in key regions. Continued growth, brand development and marketing in these key markets is critical to driving global brand recognition. DKNY is currently being distributed in the Middle East, Russia, Indonesia, Philippines, South East Asia and Korea, as ~~Costco, Christopher & Banks, Harley-Davidson and JC Penney.~~well as in China, where we operate through a joint venture.

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. Although our portfolio of brands is aimed at diversifying our risks in this regard, misjudging shifts in consumer preferences could have a negative effect on our business. Our success in the future will depend on our ability to design products that are accepted in the marketplace, source the manufacture of our products on a competitive basis, and continue to diversify our product portfolio and the markets we serve.

Segments

We report based on two ~~reportable~~ segments: wholesale operations and retail operations.

Our wholesale operations segment includes sales of products to retailers under owned, licensed and private label brands, as well as sales related to the Vilebrequin business. Wholesale revenues also include royalty revenues from license agreements related to our owned trademarks ~~owned by the~~including DKNY, Donna Karan, ~~DKNY,~~Vilebrequin, G.H. Bass and Andrew ~~Marc and Vilebrequin businesses.~~Marc.

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Our retail operations segment ~~includes~~consists primarily of direct sales to consumers through our company-operated stores, consisting primarily of Wilsons Leather, G.H. Bass and ~~product~~DKNY stores, substantially all of which are operated as outlet stores, as well as a smaller number of Karl Lagerfeld Paris and Calvin Klein Performance stores. This segment also includes sales through our owned websites for the DKNY, Donna Karan, Wilsons, G.H. Bass, Andrew Marc and Karl Lagerfeld Paris businesses. Our retail operations segment consists primarily of our Wilsons Leather, G.H. Bass and DKNY retail stores, substantially all of which are operated as outlet stores, as well as a limited number of Karl Lagerfeld Paris and Calvin Klein Performance stores. As of October 31, ~~2018,~~2019, we operated ~~157~~127 Wilsons Leather stores, ~~125~~104 G.H. Bass stores, 4640 DKNY stores, 1113 Karl Lagerfeld Paris stores and 4 Calvin Klein Performance stores. In addition, as of October 31, 2019, we operated for the holiday season 5 short-term temporary Wilsons Leather stores, 6 short-term temporary G.H. Bass stores and 1 short-term temporary DKNY store.

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Licensed Products

~~The~~

For more than 25 years, the sale of licensed products ishas been a key element of our ~~strategy and we~~strategy. We have continually ~~expanded~~sought to increase our portfolio of name brands, product offerings and tiers of ~~licensed products for more than 20 years.~~distribution because we believe that consumers prefer to buy brands that they know and brand owners prefer to engage licensees who have a successful track record of developing brands.

Our most significant licensor is Calvin Klein with whom we have eleven different license agreements ~~for 10 different product categories.~~in the United States and Canada. We ~~have~~ also ~~entered into~~have distribution agreements with respect to Calvin Klein luggage in a ~~limited~~ number of ~~countries~~foreign countries. In June 2019, we expanded our relationship with Calvin Klein by entering into a license agreement with an initial term of five years for the design, production and wholesale distribution of Calvin Klein Jeans women’s jeanswear in ~~Asia, Europe~~the United States and ~~North America.~~Canada. This was our eleventh license agreement with Calvin Klein. Shipments of our first Calvin Klein Jeans women’s jeanswear line began during our third fiscal quarter.

We also have a significant relationship with Tommy Hilfiger, ~~that has grown in recent years. In February 2016,~~with whom we ~~expanded our relationship with Tommy Hilfiger through~~have a ~~new~~multi-category womenswear license ~~agreement for Tommy Hilfiger womenswear~~ in the United States and Canada. This license for women’s sportswear, dresses, suit separates, performance and denim ~~was~~is in addition to our ~~existing United States and Canada~~ Tommy Hilfiger men’s and women’s outerwear license and Tommy Hilfiger luggage ~~licenses.~~license, both also in the United States and Canada.

~~In February 2018, we expanded~~

We own a 49% interest in a joint venture that owns the ~~product offerings under our~~trademarks for the Karl Lagerfeld ~~Paris license to include men’s apparel (previously men’s outerwear only) and men’s footwear~~brand in North America. ~~These expanded product categories are in addition to our existing North America rights for Karl Lagerfeld Paris women’s apparel, women’s footwear and women’s handbags, all~~As part of ~~which are produced and distributed pursuant to~~that relationship, we have a long-term license agreement with ~~KLNA.~~the joint venture for the Karl Lagerfeld Paris brand in North America, pursuant to which we produce and distribute women’s apparel, women’s footwear, women’s handbags, men’s apparel, men’s footwear and luggage under the Karl Lagerfeld Paris brand.

We believe that consumers prefer to buy brands they know, and we have continually sought licenses that would increase the portfolio of name brands we can offer through different tiers of retail distribution, for a wide array of products at a variety of price points. We believe that brand owners will look to consolidate the number of licensees they engage to develop product and they will seek licensees with a successful track record of expanding brands into new categories. It is our objective to continue to expand our product offerings and we are continually discussing new licensing opportunities with brand owners.

Licensing of Proprietary Brands

We currently license our ~~portfolio of~~ proprietary brands ~~has grown, we have licensed~~in a variety of categories and continue to seek new licensing opportunities for these brands ~~in new categories.~~ to broaden the reach of these brands.

We ~~began licensing Andrew Marc, Vilebrequin~~have strong relationships with category leading license partners, including, but not limited to, Estee Lauder, Fossil, Marchon and ~~G.H. Bass in selected categories after acquiring these brands in 2008, 2012 and 2013, respectively. Our licensing program has significantly increased as a result of owning the~~Komar. The DKNY and Donna Karan brands ~~which were acquired in December 2016.~~

~~We currently~~have worldwide license ~~the DKNY and Donna Karan brands internationally~~agreements for a broad array of products including fragrance, ~~watches, fashion jewelry,~~ hosiery, intimates, eyewear, ~~children’s apparel~~jewelry, bedding and ~~accessories, home furnishings,~~bath products and women’s sleepwear and ~~men’s tailored clothing. We also~~loungewear. Additionally, we license the DKNY brand in ~~North America in~~ the ~~following product categories:~~United States and internationally for children’s clothing, children’s footwear, men’s and women’s watches, men’s tailored clothing, men’s sportswear, men’s dress shirts, men’s neckwear, men’s underwear, men’s loungewear, men’s swimwear, men’s belts and small leather goods, women’s belts and cold weather accessories and men’s and women’s ~~belts. In summer 2017, we~~socks. We have also licensed the DKNY and Donna Karan brands for men’s and women’s apparel and accessories in China pursuant to a long-term license agreement with a joint venture of which we are a 49% owner. ~~More recently,~~In July 2019, we ~~entered into~~signed a new license ~~agreement~~ for DKNY ~~men’s underwear~~furniture in the United States, Canada, Mexico and ~~loungewear and DKNY and Donna Karan men’s and women’s socks, both in North America.~~ China.

We intend to continue to focus on expanding licensing opportunities for the DKNY and Donna Karan brands. We believe that we can capitalize on significant, untapped global licensing potential for these brands in a number of ~~categories.~~categories and we intend to grow royalty streams by expanding existing licenses, as well as through new categories with new licensees.

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We ~~currently~~ license the G.H. Bass brand in the United States and internationally for ~~a broad array of products including:~~ men’s, women’s and children’s footwear, men’s sportswear, men’s ~~and boy’s tailored clothing, men’s~~ socks, ~~and~~ women’s hosiery and men’s accessories, men’s belts and small leather ~~goods.~~goods, men’s underwear and loungewear and bedding and bath products.

We ~~recently licensed~~license the Vilebrequin brand internationally for a denim ~~line.~~

~~We currently license~~line and the Andrew Marc brand in North America for men’s and boy’s tailored ~~clothing and men’s footwear.~~clothing.

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Retail Operations

Given the current retail environment ~~we are focused on turning around~~and the losses being incurred in our retail ~~business by allowing leases~~operations segment, we intend to ~~expire~~move more broadly with respect to store closures while remaining committed to mitigating losses from our retail operations as ~~they come up for renewal if~~swiftly and efficiently as possible. In July 2019, we engaged outside advisors to assist us with this process. We are ~~unable~~working diligently with our landlords and outside advisors to ~~satisfactorily renegotiate the terms~~reshape and right-size our retail operations. Our strategy also includes continued execution of ~~those leases. In addition, we continue to evaluate our operating expenses, revise~~cost-cutting initiatives, revising our merchandising strategy to drive additional sales and ~~repurpose~~repurposing certain Wilsons ~~Leather~~ and G.H. Bass stores for the Karl Lagerfeld Paris or DKNY brands. ~~We intend to continue our program of door count reduction and of increasing the efficiency and productivity of our retail operations.~~

Trends

Significant trends that affect the apparel industry include retail chains closing unprofitable stores, an increased focus by retail chains and others on expanding e-commerce sales and providing convenience-driven fulfillment options, the continued consolidation of retail chains and the desire on the part of retailers to consolidate vendors supplying them. In addition, consumer shopping preferences have continued to shift from physical stores to online shopping and retail traffic remains under pressure. All of these factors have led to a more promotional retail environment that includes aggressive markdowns in an attempt to offset declines caused by a reduction in physical store traffic.

We sell our ~~licensed~~ products over the web through retail partners such as ~~Macys.com~~macys.com and ~~Nordstrom.com,~~nordstrom.com, each of which has a ~~significant~~substantial online business. As e-commerce sales of apparel continue to increase, we are developing additional digital marketing initiatives on our web sites and through social media. We are ~~building an e-commerce team~~investing in digital personnel, marketing, logistics, planning and distribution to help us expand our online opportunities going forward. Our e-commerce business consists of our own web platforms at www.dkny.com, www.donnakaran.com, www.wilsonsleather.com, www.ghbass.com, www.vilebrequin.com and www.andrewmarc.com. We also sell Karl Lagerfeld Paris products on our website, www.karllagerfeldparis.com. ~~We have also increased sales~~In addition, we sell to pure play online retail partners such as Amazon and Fanatics.

A number of retailers are experiencing financial difficulties, which in some cases have resulted in bankruptcies, liquidations and/or store closings, such as the announced store closing plans for Lord & Taylor and last year’s bankruptcy of ~~Bon-Ton earlier this year.~~Bon-Ton. 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 attempt to mitigate credit risk from our customers by closely monitoring accounts receivable balances and shipping levels, as well as the ongoing financial performance and credit standing of customers.

Retailers are seeking to ~~expand the differentiation of~~differentiate their offerings by devoting more resources to the development of exclusive products, whether by focusing on their own private label products or on products produced exclusively for a retailer by a national brand manufacturer. ~~Retailers are placing more emphasis on building strong images for their private label and exclusive merchandise.~~ Exclusive brands are only made available to a specific retailer, and thus customers loyal to their brands can only find them in the stores of that retailer.

We have attempted to respond to trends in our industry by continuing to focus on selling products with recognized brand equity, by attention to design, quality and value and by improving our sourcing capabilities. We have also responded with the strategic acquisitions made by us and new license agreements entered into by us that added to our portfolio of licensed and proprietary brands and helped diversify our business by adding new product lines and expanding distribution channels. We believe that our broad distribution capabilities help us to respond to the various shifts by consumers between distribution channels and that our operational capabilities will enable us to continue to be a vendor of choice for our retail partners.

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Tariffs

The apparel and accessories industry has been impacted by tariffs implemented by the United States government on goods imported from China. Tariffs on handbags and leather outerwear imported from China were effective beginning in September ~~24,~~ 2018, and ~~are~~were initially in the amount of 10% of the merchandise cost to us. The level of ~~additional~~ tariffs on these product categories was ~~scheduled to increase~~increased to 25% beginning January 1, 2019 and other tariffs on a broader range of apparel and accessory products are also under consideration. After the G20 summit held recently in Buenos Aires, Argentina, the United States government announced a three month postponement of the increase in tariffs to 25% while the U.S. and China seek to resolve their trade and related differences. Actions or statements by the President or other members of his administration may provide further clarification as to whether the current 10% tariff increase will continue, whether the 25% increase will take effect in the future and what other products may become subject to additional tariffs.May 10, 2019.

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The initial tariffs imposed ~~to date~~ on products imported by us from China primarily ~~impact~~impacted our handbag and leather outerwear categories. These specific categories ~~represent~~represented approximately 7% of our ~~current annual~~ net ~~sales. Accordingly,~~sales in fiscal 2019. If the incremental 15% increase in tariffs on these categories remain in place for the remainder of fiscal 2020, we ~~expect~~estimate that our costs would increase by approximately $6.0 million.

On August 1, 2019, the United States government announced new 10% tariffs that cover the remaining estimated $300 billion of inbound trade from China, including most of our apparel products. On August 23, 2019, the United States government announced that the new tariffs to go into effect would increase from 10% to 15%. The new 15% tariffs went into effect on September 1, 2019, although the additional tariffs on certain categories of products were delayed until December 15, 2019. The announcement follows an earlier proposal by the United States government that would have imposed 25% tariffs on the balance of inbound trade from China, but that were suspended pending trade negotiations with China. It is difficult to ~~date will have a minimal~~accurately estimate the impact on our ~~results~~business from these tariff actions or similar actions or when additional tariffs may become effective. For fiscal 2019, approximately 61% of ~~operations for~~the products that we sold were manufactured in China. For fiscal ~~2019.~~2020, we estimate that approximately 50% of the products that we sell will have been manufactured in China. Assuming no offsets from price increases, sourcing changes or other changes to regulatory rulings, all of which are currently under review, we estimate that the additional 15% tariff effective as of September 1, 2019 will increase our costs in the second half of fiscal 2020 by approximately $12.0 million.

The United States government continues to negotiate with China with respect to a trade deal, which could lead to the removal or postponement of the additional tariffs. If the U.S. and China are not able to resolve their differences, additional tariffs may be put in place and additional products may become subject to tariffs. ~~Potential tariffs~~Tariffs on additional products imported by us from China would increase our costs, could require us to increase prices to our customers and would cause us to seek price concessions from our vendors. If we are unable to increase prices to offset an increase in tariffs, this would result in our realizing lower gross margins on the products sold by ~~us.~~us and will negatively impact our operating results. We have engaged in a number of efforts to mitigate the effect on our results of operations of increases in tariffs on products imported by us from China, including accelerating the receipt of inventory, diversifying our sourcing network by arranging to move ~~some~~ production out of China, negotiating with our vendors in China to receive vendor support to lessen the impact of increased tariffs on our cost of goods sold, and discussing with our customers the implementation of price increases that we believe our products can absorb because of the strength of our portfolio of brands. Because of the uncertainties involved with respect to the amount of tariffs that may be applicable, the products to which any additional tariffs will be applied and the results of our mitigation efforts, we cannot estimate at this point the effect of tariffs on our results of operations for fiscal 2020.

Results of Operations

Three months ended October 31, ~~2018~~2019 compared to three months endedOctober 31, ~~2017~~2018

Net sales for the three months ended October 31, ~~2018~~2019 increased to ~~$1.07~~$1.13 billion from ~~$1.02~~$1.07 billion in the same period last year. Net sales of our segments are reported before intercompany eliminations.

Net sales of our wholesale operations segment increased to $1.07 billion for the three months ended October 31, 2019 from $1.01 billion ~~from $966.8 million~~ in the comparable period last year. This increase is primarily the result of a ~~$56.2~~$37.8 million increase in net sales of Calvin Klein licensed products, a $28.5 million increase in net sales of Tommy Hilfiger licensed products and a ~~$35.1~~$24.8 million increase in net sales of our DKNY and Donna Karan products. The increase in sales of Tommy Hilfiger products was primarily related to outerwear and sportswear, the increase in sales of Calvin Klein products was primarily related to performancewear, outerwear and dresses, as well as the introduction of jeanswear, and the increase in sales of DKNY/Donna Karan products was primarily related to sportswear, outerwear and dress product lines and the DKNY/Donna Karan increase was primarily related to DKNY sportswear, dress, outerwear and footwear product lines. Net sales of Karl Lagerfeld Paris products increased by $11.0 million as a result of increased sales of sportswear, outerwear, handbags and ~~shoes.~~performancewear. These increases were offset, in part, by a ~~$27.3~~$12.2 million decrease in ~~net~~ sales of ~~our Andrew Marc line~~Ivanka Trump product in connection with the expiration of ~~products, a $15.5 million decrease in net sales~~that license.

Table of ~~Calvin Klein products, which were impacted by the Bon-Ton bankruptcy, and a $15.2 million decrease in net sales of our licensed sports divisions.~~Contents

Net sales of our retail operations segment were ~~$110.9~~$89.7 million for the three months ended October 31, ~~2018~~2019 compared to ~~$118.7~~$110.9 million in the same period last year. Net sales decreased ~~$7.0~~$11.3 million at our G.H. Bass store chain, ~~and $2.6~~$7.9 million at our Wilsons retail ~~stores. These decreases were partially offset by a net sales increase of $1.8~~stores and $2.1 million at our DKNY retail stores. ~~Comparable same store sales increased by 12.9% at DKNY retail stores as a result of the sale of products designed and developed by us.~~ Same store sales decreased by ~~9.1%~~8.4% at Wilsons stores and ~~by 7.3%~~14.5% at G.H. Bass stores compared to the same period in the prior year. Same store sales increased by 0.3% at DKNY stores compared to the same period in the prior year. Net sales of our retail operations segment were negatively affected by the decrease in the number of stores operated by us from ~~378 at October 31, 2017 to~~ 343 at October 31, ~~2018.~~2018 to 288 at October 31, 2019. In addition, as of October 31, 2019, we operated 12 short-term, temporary stores for the holiday season.

Gross profit ~~decreased to $382.1~~was $399.0 million, or ~~35.6%~~35.4% of net sales, for the three months ended October 31, ~~2018, from $391.1~~2019, compared to $382.1 million, or ~~38.2%~~35.6% of net sales, in the same period last year. The gross profit percentage in our wholesale operations segment was ~~32.7%~~33.2% in the three months ended October 31, ~~2018~~2019 compared to ~~34.2%~~32.7% in the same period last year. The decrease in gross profit percentage was primarily the result of unfavorable product mix, lower gross margins in our DKNY and Donna Karan businesses and the reclassification of cooperative advertising from selling, general and administrative expenses to a reduction in net sales beginning in fiscal 2019 in connection with the adoption of ASC 606. The decrease in gross profit percentage in our wholesale operations segment was partially offset by an increase in licensing revenue for which there is no associated costs of goods sold. The gross profit percentage in our retail operations segment was ~~48.5%~~49.3% for the three months ended October 31, ~~2018~~2019 compared to ~~51.3%~~48.5% for the same period last year. This decrease is primarily the result of a decline in the gross profit percentage of our DKNY stores. The gross profit percentage for our Wilsons stores was also lower as compared to the same period last year, primarily as a result of higher promotions.

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Selling, general and administrative expenses ~~decreased~~increased to ~~$232.1~~$246.6 million in the three months ended October 31, ~~2018~~2019 from ~~$242.7~~$232.1 million in the same period last year. ~~Prior~~The increase in expenses was primarily due to increases of $8.8 million in third-party warehouse expenses and $6.3 million in advertising expenses as a result of increased spending related to the ~~adoption of the guidance in ASC 606, cooperative advertising, relating to our participation in the advertising initiatives~~marketing of our ~~customers,~~DKNY brand and, to a lesser extent, an increase in contractual advertising under our license agreements. The increase was ~~recorded under selling, general~~offset, in part, by a $3.0 million decrease in rent, personnel costs and ~~administrative expenses. Under the new guidance, cooperative advertising is recorded~~other benefits primarily as a ~~reduction to net sales. This change in presentation~~result of ~~cooperative advertising reduced selling, general and administrative expenses by $10.7 million in the quarter.~~store closures.

Depreciation and amortization was ~~$10.0~~$9.7 million for the three months ended October 31, ~~2018~~2019 compared to ~~$6.9~~$10.0 million in the same period last year. Depreciation expense in the prior year comparable period was lower primarily due to lower depreciation and amortization recorded in the third quarter of fiscal 2018 compared to additional depreciation expense recorded in the first and second quarters of fiscal 2018 with respect to the fixed assets acquired in connection with the acquisition of DKI. In addition, depreciation expense increased due to capital expenditures during the current year.

Other income was ~~$176,000~~$0.7 million in the three months ended October 31, ~~2018~~2019 compared to ~~other loss of $2.1~~$0.2 million infor the same period last year. This increase is primarily the result of ~~lower~~recording $0.2 million of foreign currency losses ~~recorded for~~during the three months ended October 31, ~~2018~~2019 compared to $0.5 million during the three months ended October 31, ~~2017.~~2018. In addition, we recorded $0.8 million in income from unconsolidated affiliates during the three months ended October 31, 2019 compared to $0.7 million in the same period last year.

Interest and financing charges, net, for the three months ended October 31, ~~2018~~2019 were ~~$12.3~~$12.5 million compared to ~~$11.4~~$12.3 million for the same period last year. ~~The increase is due to higher interest~~Interest rates ~~offset,~~and borrowings were similar in ~~part, by lower average borrowings.~~both periods.

Income tax expense was ~~$33.8~~$35.6 million for the three months ended October 31, ~~2018~~2019 compared to ~~$46.3~~$33.8 million for the same period last ~~year.~~year primarily as a result of recording additional pre-tax book income. Our effective tax rate ~~decreased~~increased to ~~26.5%~~27.2% in the current year’s quarter from ~~36.2%~~26.5% in last year’s comparable ~~quarter primarily as a result of the reduction in the corporate tax rate in the TCJA.~~quarter. Our effective tax rate includes the effect of an income tax charge of $0.3 million in the three months ended October 31, 2019 and an income tax benefit of ~~$663,000~~$0.7 million in the three months ended October 31, 2018 ~~and $1.4 million in the three months ended October 31, 2017~~ in connection with the vesting of equity ~~awards as provided for in ASU 2016‑09.~~awards.

Nine months ended October 31, ~~2018~~2019 compared to nine months ended October 31, ~~2017~~2018

Net sales for the nine months ended October 31, ~~2018~~2019 increased to ~~$2.31~~$2.41 billion from ~~$2.09~~$2.31 billion in the same period last year. Net sales of our segments are reported before intercompany eliminations.

Net sales of our wholesale operations segment increased to ~~$2.08~~$2.23 billion for the nine months ended October 31, 2019 from ~~$1.89~~$2.08 billion in the comparable period last year. This increase is primarily the result of ~~an $115.9~~a $95.9 million increase in net sales of Tommy Hilfiger licensed products, a $57.4 million increase in net sales of our DKNY and Donna Karan ~~product~~products and a ~~$92.6~~$52.4 million increase in net sales of ~~Tommy Hilfiger~~Calvin Klein licensed products. The ~~DKNY/Donna Karan~~ increase ~~was primarily related to DKNY women’s performance wear and footwear product lines, as well as the new suits, men’s and women’s outerwear and luggage product lines and the~~in sales of Tommy Hilfiger ~~increase~~products was primarily related to sportswear, ~~performance wear,~~dress, performancewear and ~~women’s outerwear. Net~~outerwear, the increase in sales of ~~Karl Lagerfeld Paris~~DKNY/Donna Karan products ~~increased by $27.9 million~~was primarily related to handbags, sportswear, performancewear and footwear and the ~~sportswear~~increase in sales of Calvin Klein products was primarily related to performancewear and ~~new~~ outerwear, ~~product lines.~~as well as the introduction of jeanswear. These increases were offset, in part, by a ~~$20.6~~$32.9 million decrease in ~~net~~ sales of ~~our licensed sports division and a $13.8 million decrease~~Ivanka Trump product in ~~net sales~~connection with the expiration of ~~our Andrew Marc line of products.~~that license.

Net sales of our retail operations segment were ~~$322.1~~$255.3 million for the nine months ended October 31, ~~2018 and $324.3~~2019 compared to $322.1 million in the same period last year. Net sales ~~from~~decreased $31.9 million at our G.H. Bass store chain, ~~decreased by $17.7~~$28.4 million ~~while net sales from our DKNY retail stores increased by $10.9 million and net sales from~~

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at our Wilsons retail stores ~~increased~~and $6.3 million at our DKNY retail stores. Same store sales decreased by ~~$3.8 million. Comparable~~17.5% at Wilsons stores and 13.9% at G.H. Bass stores compared to the same period in the prior year. Same store sales increased by ~~3.1% at Wilsons, which benefited from favorable weather and increased promotional activities and by 19.9%~~0.8% at DKNY ~~retail~~ stores ~~as a result of the sale of products designed and developed by us. G.H. Bass same store sales decreased by 4.1%~~ compared to the same period in the prior year. Net sales of our retail operations segment were negatively affected by the decrease in the number of stores operated by us from ~~378 at October 31, 2017 to~~ 343 at October 31, ~~2018.~~2018 to 288 at October 31, 2019. In addition, as of October 31, 2019, we operated 12 short-term, temporary stores for the holiday season.

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Gross profit ~~increased to $848.2~~was $866.9 million, or ~~36.7%~~36.0% of net sales, for the nine months ended October 31, ~~2018, from $795.8~~2019, compared to $848.2 million, or ~~38.0%~~36.7% of net sales, in the same period last year. Retail sales generally have a higher gross profit percentage than wholesale sales. Accordingly, there is a negative impact on the gross profit percentage of our business as a whole as retail sales constitute a reduced percentage of our total sales. The gross profit percentage in our wholesale operations segment was 33.5% for each of the nine months ended October 31, ~~2018 compared to 33.7% in the same period last year. The gross profit percentage in our wholesale operations segment was negatively impacted by unfavorable product mix~~2019 and the reclassification of cooperative advertising from selling, general and administrative expenses to a reduction in net sales beginning in fiscal 2019 in connection with the adoption of ASC 606. The gross profit percentage in our wholesale operations segment was positively impacted by an increase in licensing revenue for which there is no associated costs of goods sold.2018. The gross profit percentage in our retail operations segment was ~~47.2%~~47.1% for the nine months ended October 31, ~~2018~~2019 compared to ~~49.0%~~47.2% for the same period last year. This decrease is primarily the result of a decrease in the gross profit percentage of our DKNY retail stores and our Wilsons stores compared to the same period last year. These decreases in gross profit percentage were offset, in part, by an increase in the gross profit percentage at G.H. Bass stores compared to the same period in the prior year.

Selling, general and administrative expenses ~~decreased~~increased to ~~$633.0~~$644.9 million ~~for~~in the nine months ended October 31, ~~2018~~2019 from $636.0 million in the same period last year. Prior to the adoption of the guidance in ASC 606, cooperative advertising, relating to our participation in the advertising initiatives of our customers, was recorded under selling, general and administrative expenses. Under the new guidance, cooperative advertising is recorded as a reduction to net sales. This change in presentation of cooperative advertising reduced selling, general and administrative expenses by $22.6 million during the nine months ended October 31, 2018. The Company recorded increased personnel costs of $14.1 million, primarily due to an increase in the bonus expense compared to the prior year as a result of our increased profitability. Advertising costs increased by $7.0 million compared to the same period last year due to an increase in advertising purchased to promote the brands we own, increased advertising fees paid under many of our license agreements that are based on a percentage of net sales of licensed products, and an increase in expenses related to additional digital marketing initiatives.

~~Depreciation and amortization was $28.9 million for the nine months ended October 31, 2018 compared to $27.5~~$633.0 million in the same period last year. The increase in ~~expense is~~expenses was primarily due to ~~capital expenditures during the current year.~~increases of $14.1 million for third-party warehouse expenses and $8.5 million of advertising expenses. The increase was offset, in part, by a $12.6 million decrease in rent, personnel costs and other benefits primarily as a result of store closures.

~~Other loss decreased to $303,000~~

Depreciation and amortization was $29.0 million for the nine months ended October 31, ~~2018 from $2.9~~2019 compared to $28.9 million in the same period last year.

Other loss was $0.7 million in the nine months ended October 31, 2019 compared to $0.3 million in the same period last year. This ~~decrease~~increase is primarily the result of recording $1.1 million of foreign currency losses during the nine months ended October 31, 2019 compared to $0.8 million of foreign currency gains recorded during the nine months ended October 31, 2018, while also recording $0.4 million of income from unconsolidated affiliates during the nine months ended October 31, 2019 compared to $1.1 million of losses in the same period last year.

Interest and financing charges, net, for the nine months ended October 31, 2018 compared to foreign currency losses recorded in the prior comparable period. This was offset, in part, by increased losses in unconsolidated entities in the current year compared to the prior year.

~~Interest and financing charges, net,~~ ~~for the nine months ended October 31, 2018~~ 2019 were ~~$32.2~~$33.6 million compared to ~~$33.7~~$32.2 million for the same period last year. ~~The increase is due to higher interest~~Interest rates ~~offset,~~and borrowings were similar in ~~part, by lower average borrowings.~~both periods.

Income tax expense was ~~$39.9~~$42.5 million for the nine months ended October 31, ~~2018,~~2019 compared to ~~$35.5~~$39.9 million for the same period last year. Our effective tax rate ~~decreased~~increased to ~~25.9% for the nine months ended October 31, 2018 from 36.1%~~26.4% in the ~~last year’s comparable~~current period ~~as a result of the reduction~~from 25.9% in the ~~corporate tax rate by the TCJA.~~same period last year. Our effective tax rate includes the effect of an income tax benefit of $1.0 million in the nine months ended October 31, 2019 and $1.1 million in the nine months ended October 31, 2018 ~~and $1.3 million in the nine months ended October 31, 2017~~ in connection with the vesting of equity awards as provided for in ASU 2016‑09. The Company’s pre-tax income increased $55.7 million compared to the prior period which resulted in increased income tax expense even though the effective tax rate decreased.awards.

Liquidity and Capital Resources

Term Loan

~~In connection with the acquisition of DKI,~~

On December 1, 2016, we borrowed $350.0 million under a senior secured term loan facility (the “Term Loan”). OnAdditionally, on December 1, 2016, we prepaid $50.0 million in principal amount of the Term ~~Loan.~~Loan, reducing the principal balance of the Term Loan to $300.0 million. The Term Loan ~~is payable on maturity~~will mature in December 2022.

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Interest on the outstanding principal amount of the Term Loan accrues at a rate equal to the London Interbank Offered Rate (“LIBOR”), subject to a 1% floor, plus an applicable margin of 5.25% or an alternate base rate (defined as the greatest of (i) the “prime rate” as published by the Wall Street Journal from time to time, (ii) the federal funds rate plus 0.5% orand (iii) the LIBOR rate for a borrowing with an interest period of one month) plus 4.25%, per annum, payable in cash. As of October 31, ~~2018,~~2019, interest under the Term Loan was being paid at anthe average rate of ~~7.36%~~7.62% per annum.

The Term Loan is secured (i) on a first-priority basis by a lien on, among other things, our real estate assets, equipment and fixtures, equity interests and intellectual property and certain related rights owned by us and by certain of our subsidiaries and (ii) by a second-priority security interest in ~~other of~~ our ~~assets~~ and certain of our subsidiaries other assets, which will secure on a first-priority basis our asset-based loan facility described below under the caption “Revolving Credit Facility.”

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The Term Loan is required to be prepaid with the proceeds of certain asset sales if such proceeds are not applied as required by the agreement within ~~certain~~ specified deadlines. The Term Loan is also required to be prepaid in an amount equal to 75% of our Excess Cash Flow (as defined in the agreement) with respect to each fiscal year ending on or after January 31, 2018. The percentage of Excess Cash Flow that must be so applied is reduced to 50% if our senior secured leverage ratio is less than 3.00 to 1.00, to 25% if our senior secured leverage ratio is less than 2.75 to 1.00 and to 0% if our senior secured leverage ratio is less than 2.25 to 1.00.

The Term Loan contains covenants that, ~~restrict the Company’s ability to~~ among other things, restrict our ability, subject to certain exceptions, to incur additional ~~debt,~~debt; incur liens; sell or dispose of certain ~~assets,~~assets; merge with other companies; liquidate or dissolve G-III; acquire other companies; make loans, advances, or guarantees; and make certain ~~investments, incur liens and enter into acquisitions.~~investments. As described above, the Term Loan also includes a mandatory prepayment provision with respect to Excess Cash Flow. A first lien leverage covenant requires the Company to maintain a level of debt to EBITDA at a ratio as defined ~~over~~in the term ~~of the~~loan agreement. As of October 31, ~~2018,~~2019, we were in compliance with these covenants.

Revolving Credit Facility

~~Upon closing of the acquisition of DKI in~~

On December 1, 2016, our previous credit agreement was refinanced and replaced by a five-year senior secured revolving credit facility providing for borrowings in the aggregate principal amount of up to $650 million (the “revolving credit facility”). Amounts available under the revolving credit facility are subject to borrowing base formulas and over advances as specified in the revolving credit facility agreement. Borrowings bear interest, at our option, at LIBOR plus a margin of 1.25% to 1.75% or an alternate base rate (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% orand (iii) the LIBOR rate for a borrowing with an interest period of one month) plus a margin of 0.25% to 0.75%, with the applicable margin determined based on the availability under the revolving credit facility agreement. As of October 31, ~~2018,~~2019, interest under the revolving credit agreement was being paid at anthe average rate of ~~3.71%~~3.30% per annum. The revolving credit facility is secured by specified assets of us and certain of our subsidiaries. In addition to paying interest on any outstanding borrowings under the revolving credit facility, we are required to pay a commitment fee to the lenders under the revolving credit facility agreement with respect to the unutilized commitments. The commitment fee accrues at a rate equal to 0.25% per annum on the average daily amount of the ~~unutilized commitments.~~available commitment.

The revolving credit facility contains ~~a number of~~ covenants that, among other things, restrict our ability, subject to specified exceptions, to incur additional debt; incur liens; sell or dispose of certain assets; merge with other companies; liquidate or dissolve G-III; acquire other companies; make loans, advances, or guarantees; and make certain investments. In certain circumstances, the revolving credit facility also requires us to maintain a ~~minimum~~ fixed charge coverage ratio, as defined in the agreement, that may not ~~exceed~~be less than 1.00 to 1.00 for each period of twelve consecutive fiscal ~~months of holdings.~~months. As of October 31, ~~2018,~~2019, we were in compliance with these covenants.

LVMH Note

~~As part of the consideration for the acquisition of DKI,~~

On December 1, 2016, we issued to LVMH Moet Hennessy Louis Vuitton Inc. (“LVMH”), as a portion of the consideration for the acquisition of DKI, a junior lien secured promissory note in the principal amount of $125.0 million (the “LVMH Note”) that bears interest at the rate of 2% per year. $75.0 million of the principal amount of the LVMH Note is due and payable on June 1, 2023 and $50.0 million of such principal amount is due and payable 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 $40.0 million in accordance with ASC 820 - – Fair Value Measurements ~~requires the note to be recorded at fair value. As a result, we recorded a debt discount in the amount of $40.0 million.~~. This discount is being amortized as interest expense using the effective interest method over the term of the LVMH Note.

~~Table of Contents~~

In connection with the issuance of the LVMH Note, LVMH entered into (i) a subordination agreement providing that our obligations under the LVMH Note are subordinate and junior to our obligations under the revolving credit facility and the Term Loan, and (ii) a pledge and security agreement with us and our subsidiary, G-III Leather Fashions, Inc. (“G-III Leather”), pursuant to which we and G-III Leather granted to LVMH a security interest in specified collateral to secure our payment and performance of our obligations under the LVMH Note that is subordinate and junior to the security interest granted by us with respect to our obligations under the revolving credit facility and the Term Loan.

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Unsecured Loan

Outstanding Borrowings

Our primary operating cash requirements are to fund our seasonal buildup in inventories and accounts receivable, primarily during the second and third fiscal quarters each year. Due to the seasonality of our business, we generally reach our peak borrowings under our revolving credit facility during our third fiscal quarter. The primary sources to meet our operating cash requirements have been borrowings under our revolving credit facility and cash generated from ~~operations and the sale of our common stock.~~operations.

We incurred significant additional debt in connection with our acquisition of DKI. We had borrowings outstanding under the revolving credit facility of ~~$309.6~~$279.9 million and ~~$349.6~~$309.6 million at October 31, 2019 and 2018, ~~and 2017, respectively, and~~respectively. In addition, we had $300.0 million in borrowings outstanding under the Term Loan ~~of $300.0 million~~ at both October 31, ~~2018~~2019 and ~~2017.~~2018. Our contingent liability under open letters of credit was approximately ~~$12.0~~$7.0 million and ~~$7.9~~$12.0 million at October 31, ~~2018~~2019 and ~~2017,~~2018, respectively. In addition to the amounts outstanding under these two ~~loans,~~loan agreements, at October 31, ~~2018~~2019 and ~~2017,~~2018, we had $125.0 million of face value principal amount outstanding under the LVMH Note. As of September 30, 2019, we also had €2.7 million ($2.9 million) outstanding under the Unsecured Loan.

We had cash and cash equivalents of $55.8 million on October 31, 2019 and $66.1 million on October 31, ~~2018 and $68.2 million on October 31, 2017.~~2018.

Share Repurchase Program

Our Board of Directors has authorized a share repurchase program of 5,000,000 shares. The timing and actual number of shares repurchased, if any, will depend on a number of factors, including market conditions and prevailing stock prices, and are subject to compliance with certain covenants contained in our loan agreement. Share repurchases may take place on the open market, in privately negotiated transactions or by other means, and would be made in accordance with applicable securities laws. NoWe repurchased 1,327,566 shares ~~were repurchased during~~of our common stock in the nine months ended October 31, ~~2018.~~2019 for an aggregate purchase price of $35.2 million. We have 2,949,362 authorized shares remaining under this program. As of December ~~3, 2018,~~5, 2019, we had ~~49,355,587~~47,825,398 shares of common stock outstanding.

Cash from Operating Activities

We used ~~$236.1~~$220.2 million of cash in operating activities during the nine months ended October 31, ~~2018,~~2019, primarily due to ~~a $525.3~~increases of $397.0 million ~~increase~~ in accounts receivable ~~a $63.3~~and $74.3 million ~~increase~~ in inventories and a ~~$34.0~~decrease of $61.1 million ~~increase~~ in ~~prepaid expenses and other current assets.~~operating lease liabilities. These ~~increases~~items were offset, in part, by ~~our~~ net income of ~~$114.0~~$118.5 million ~~a $169.0~~and non-cash charges in the aggregate amount of $103.0 million ~~increase~~relating primarily to operating lease costs ($55.0 million), depreciation and amortization ($29.0 million) and share-based compensation ($13.7 million). These items were further offset by increases of $28.6 million in ~~customer refund liabilities, a $33.3~~our income tax liability and $26.6 million ~~increase~~ in accounts payable and accrued ~~expenses and non-cash depreciation and amortization of $28.9 million and share-based compensation of $14.9 million.~~expenses.

The changes in accounts receivable and customer refund liabilities are mainly the result of the adoption of ASC 606. The adoption of ASC 606 resulted in recognizing the cumulative effect adjustment to the opening balance of retained earnings and classifying, on a prospective basis, the reserves for variable consideration from accounts receivable to customer refund liabilities. The adoption of ASC 606 also resulted in the classification, on a prospective basis, of the carrying value of the inventory return asset from inventories to prepaid expenses and other current assets.

~~Excluding the effect of the adoption of ASC 606, the changes in these~~ operating cash flow items are ~~generally~~ consistent with our seasonal pattern of building up inventory for the fall shipping season resulting in the increases in inventory and accounts receivable and payable. The fall shipping season begins during the latter half of our second quarter. In addition, we accelerated inventory receipts in anticipation of expected increases in tariffs on apparel products imported from China.

~~Table of Contents~~

Cash from Investing Activities

We used ~~$29.5~~$34.0 million of cash in investing activities ~~for~~during the nine months ended October 31, ~~2018. The cash used in investing activities consisted $19.5 million in~~2019 for capital expenditures and initial direct costs of operating lease assets. Capital expenditures in the period primarily related to information technology expenditures and additional fixturing costs at department ~~stores, as well as improvements~~stores. Operating lease assets initial direct costs in the period primarily related to payments of key money and ~~remodels~~broker fees.

Table of ~~our retail stores, and $9.9 million in funding the remaining obligation of our investment in Fabco Holding B.V.~~Contents

Cash from Financing Activities

Net cash provided by financing activities was ~~$292.8~~$239.5 million ~~for the~~during nine months ended October 31, ~~2018,~~2019 primarily as a result of the net proceeds of ~~$297.6~~$280.0 million in borrowings under ~~the~~our revolving credit facility ~~partially~~ offset, in part, by $35.2 million of cash used to repurchase shares under our share repurchase program and $8.4 million for taxes paid ~~for~~in connection with net share settlements.

Financing Needs

We believe that our cash on hand and cash generated from operations over the full fiscal year, together with funds available under our revolving credit facility, are sufficient to meet our expected operating and capital expenditure requirements. We may seek to acquire other ~~businesses.~~businesses in order to expand our business. We may need additional financing in order to complete one or more acquisitions. We cannot be certain that we will be able to obtain additional financing, if required, on acceptable terms or at all.

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Critical Accounting Policies

Our discussion of results of operations and financial condition relies on our consolidated financial statements that are prepared based on certain critical accounting policies that require management to make judgments and estimates that are subject to varying degrees of uncertainty. We believe that investors need to be aware of these policies and how they impact our financial statements as a whole, as well as our related discussion and analysis presented herein. While we believe that these accounting policies are based on sound measurement criteria, actual future events can, and often do, result in outcomes that can be materially different from these estimates or forecasts.

The accounting policies and related estimates described in our Annual Report on Form ~~10‑K~~10-K for the year ended January 31, ~~2018~~2019 are those that depend most heavily on these judgments and estimates. As of October 31, ~~2018,~~2019, there have been no material changes to our critical accounting policies, other than the adoption of ~~recent~~new lease accounting standards as discussed in Note 24 to the ~~Condensed Consolidated Financial Statements.~~condensed consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There are no material changes to the disclosure made with respect to these matters in our Annual Report on Form ~~10‑K~~10-K for the year ended January 31, ~~2018.~~2019.

Item 4. Controls and Procedures.

As of the end of the period covered by this report, our management, including our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rule ~~13a‑15(e)~~13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure, and thus, are effective in making known to them material information relating to G-III required to be included in this report.

During our last fiscal quarter, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

2927

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PART II – OTHER INFORMATION

Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in “Item 1A. Risk Factors” in our Annual Report on Form ~~10‑K~~10-K for the year ended January 31, ~~2018~~2019 (the “Annual Report”) ~~and in “Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended July 31, 2018,~~, which could materially affect our business, financial condition and/or future results. There have been no material changes in our risk factors from those disclosed in our Annual Report, except for the risk factors set forth below, which serve as an update to these two risk factors ~~as of October 31, 2018.~~that were contained in our Annual Report. The risks described in our Annual Report ~~on Form 10‑K~~ and in ~~the~~this Quarterly Report on Form ~~10‑Q~~10-Q are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or future results.

Our retail operations segment may continue to incur losses if the potential significant revisions to our retail operations do not significantly improve our results of operations.

Our retail operations segment reported an operating loss of $49.4 million in the nine months ended October 31, 2019, $49.0 million in fiscal 2019 and $49.1 million in fiscal 2018. Given the overall uncertainty of the retail landscape, we are continuing our efforts to significantly reduce the losses in our retail operations. We intend to move more broadly with respect to store closures and have engaged outside advisors to assist us with this process. Our strategy also includes overall cost cutting, revising our merchandising strategies to drive additional sales and re-purposing certain Wilsons and G.H. Bass stores for our Karl Lagerfeld Paris or DKNY brands. We need to successfully implement this strategy in order to significantly reduce the losses in our retail operations. There is no assurance that we can do so.

We may be required to record impairments of long-lived assets or incur other charges relating to our company-operated retail stores.

Impairment testing of our retail stores’ long-lived assets requires us to make estimates about our future performance and cash flows that are inherently uncertain. These estimates can be affected by numerous factors, including changes in economic conditions, our results of operations, and competitive conditions in the industry. Due to the fixed-cost structure associated with our retail operations, negative cash flows or the closure of a store could result in an impairment of leasehold improvements, operating lease assets or other long-lived assets, write-downs of inventory, severance costs, lease termination costs or the loss of working capital, which could adversely impact our business and financial results. We recorded impairments related to our retail operations of $2.8 million in fiscal 2019, $6.5 million in fiscal 2018 and $10.5 million in fiscal 2017 and may be required to record additional impairments or other charges relating to our retail operations in our financial statements. These impairment or other charges may increase as we continue to evaluate our retail operations. The recording of additional impairments or other charges in the future may have a material adverse impact on our business, financial condition and/or future results.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information with respect to the Company’s common stock that the Company repurchased during the three months ended October 31, 2019. Included in this table are shares withheld during October 2019 in connection with the settlement of vested restricted stock units to satisfy tax withholding requirements.


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⁾
August 1 - August 31, 2019	—	$	—	—		2,949,362
September 1 - September 30, 2019	—		—	—		2,949,362
October 1 - October 31, 2019	40,797		24.55	—		2,949,362
	40,797	$	24.55	—		2,949,362


⁽¹⁾	Included are 40,797 shares withheld during October 2019 in connection with the settlement of vested restricted stock units to satisfy tax withholding requirements. The 2015 Long-Term Incentive Plan provides that shares withheld are valued at the closing price per share on the date withheld.
⁽²⁾	In December 2015, our Board of Directors reapproved and increased a previously authorized share repurchase program from the 3,750,000 shares remaining under that plan to 5,000,000 shares. This program has no expiration date. Repurchases under the program may be made from time to time over the period through open market purchases, accelerated share repurchase programs, privately negotiated transactions or other methods, as we deem appropriate.

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Item 6. Exhibits.


31.1	Certification by Morris Goldfarb, Chief Executive Officer of G-III Apparel Group, Ltd., pursuant to Rule 13a - 14(a) or Rule 15d - 14(a) of the Securities Exchange Act of 1934, as amended, in connection with G-III Apparel Group, Ltd.’s Quarterly Report on Form ~~10‑Q~~10-Q for the fiscal quarter ended October 31, ~~2018.~~2019.

31.2	Certification by Neal S. Nackman, Chief Financial Officer of G-III Apparel Group, Ltd., pursuant to Rule 13a - 14(a) or Rule 15d - 14(a) of the Securities Exchange Act of 1934, as amended, in connection with G-III Apparel Group, Ltd.’s Quarterly Report on Form ~~10‑Q~~10-Q for the fiscal quarter ended October 31, ~~2018.~~2019.

32.1	Certification by Morris Goldfarb, Chief Executive Officer of G-III Apparel Group, Ltd., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with G-III Apparel Group, Ltd.’s Quarterly Report on Form ~~10‑Q~~10-Q for the fiscal quarter ended October 31, ~~2018.~~2019.

32.2	Certification by Neal S. Nackman, Chief Financial Officer of G-III Apparel Group, Ltd., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with G-III Apparel Group, Ltd.’s Quarterly Report on Form ~~10‑Q~~10-Q for the fiscal quarter ended October 31, ~~2018.~~2019.

101.INS	XBRL Instance Document.
101.SCH	XBRL Schema Document.
101.CAL	XBRL Calculation Linkbase Document.
101.DEF	XBRL Extension Definition.
101.LAB	XBRL Label Linkbase Document.
101.PRE	XBRL Presentation Linkbase Document.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	G-III APPAREL GROUP, LTD. (Registrant)

Date: December 6, ~~2018~~2019	By:	/s/ Morris Goldfarb
		Morris Goldfarb
		Chief Executive Officer

Date: December 6, ~~2018~~2019	By:	/s/ Neal S. Nackman
		Neal S. Nackman
		Chief Financial Officer


Delaware		41-1590959
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

512 Seventh Avenue, New York, New York		10018
(Address of principal executive offices)		(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	GIII	The Nasdaq Stock Market


Large accelerated filer	☒	Accelerated filer	◻☐
Non-accelerated filer	◻☐	Smaller reporting company	◻☐
Emerging growth company	◻☐


	October 31,		October 31,			January 31,
	2018		2017			2018
	(Unaudited)		(Unaudited)
	(In thousands, except per share amounts)
ASSETS
Current assets
Cash and cash equivalents	$	66,080	$	68,229		$	45,776
Accounts receivable, net of allowance for doubtful accounts		819,636		601,179	(1)		294,430	(1)
Inventories		616,162		592,822			553,323
Prepaid income taxes		—		—			15,058
Prepaid expenses and other current assets		82,933		34,841			51,014
Total current assets		1,584,811		1,297,071			959,601
Investments in unconsolidated affiliates		67,874		60,642			62,422
Property and equipment, net		89,658		98,522			97,857
Other assets, net		35,109		33,883			32,478
Other intangibles, net		43,409		47,076			46,405
Deferred income tax assets, net		28,336		16,169			11,439
Trademarks		440,505		441,490			442,265
Goodwill		261,366		264,200			262,710
Total assets	$	2,551,068	$	2,259,053		$	1,915,177
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Income tax payable	$	25,194	$	22,949		$	19,748
Accounts payable		224,826		216,860			232,364
Accrued expenses		137,878		128,891			95,055
Customer refund liabilities		235,400		—			—
Total current liabilities		623,298		368,700			347,167
Notes payable, net of discount and unamortized issuance costs		694,277		726,608			391,044
Deferred income tax liabilities, net		15,276		16,325			15,888
Other non-current liabilities		37,262		40,488			40,389
Total liabilities		1,370,113		1,152,121			794,488

Stockholders' Equity
Preferred stock; 1,000 shares authorized; no shares issued		—		—			—
Common stock - $0.01 par value; 120,000 shares authorized; 49,356, 49,196 and 49,219 shares issued, respectively		264		247			245
Additional paid-in capital		461,457		447,555			451,844
Accumulated other comprehensive loss		(15,566)		(15,499)			(5,522)
Retained earnings		734,800		675,084			674,542
Common stock held in treasury, at cost - 0, 115 and 106 shares, respectively		—		(455)			(420)
Total stockholders' equity		1,180,955		1,106,932			1,120,689
Total liabilities and stockholders' equity	$	2,551,068	$	2,259,053		$	1,915,177


	October 31,		October 31,		January 31,
	2019		2018		2019
	(Unaudited)		(Unaudited)
	(In thousands, except per share amounts)
ASSETS
Current assets
Cash and cash equivalents	$	55,801	$	66,080	$	70,138
Accounts receivable, net of allowance for doubtful accounts		899,029		819,636		502,133
Inventories		650,633		616,162		576,383
Prepaid income taxes		2,942		—		8,308
Prepaid expenses and other current assets		77,328		82,933		96,933
Total current assets		1,685,733		1,584,811		1,253,895
Investments in unconsolidated affiliates		62,231		67,874		66,587
Property and equipment, net		90,830		89,658		86,407
Operating lease assets		293,819		—		—
Other assets, net		34,389		35,109		35,459
Other intangibles, net		39,297		43,409		42,404
Deferred income tax assets, net		25,135		28,336		22,427
Trademarks		437,247		440,505		439,742
Goodwill		259,926		261,366		261,137
Total assets	$	2,928,607	$	2,551,068	$	2,208,058
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Income tax payable	$	32,029	$	25,194	$	8,859
Accounts payable		215,217		224,826		225,499
Accrued expenses		137,402		137,878		102,841
Customer refund liabilities		260,040		235,400		243,589
Current operating lease liabilities		66,850		—		—
Current portion of notes payable		655		—		—
Other current liabilities		1,056		—		—
Total current liabilities		713,249		623,298		580,788
Notes payable, net of discount and unamortized issuance costs		674,741		694,277		386,604
Deferred income tax liabilities, net		14,300		15,276		15,128
Noncurrent operating lease liabilities		260,010		—		—
Other noncurrent liabilities		6,005		37,262		36,529
Total liabilities		1,668,305		1,370,113		1,019,049

Stockholders' Equity
Preferred stock; 1,000 shares authorized; 0 shares issued		—		—		—
Common stock - $0.01 par value; 120,000 shares authorized; 49,395, 49,356 and, 49,387 shares issued, respectively		264		264		264
Additional paid-in capital		457,278		461,457		464,112
Accumulated other comprehensive loss		(23,060)		(15,566)		(15,194)
Retained earnings		867,850		734,800		758,881
Common stock held in treasury, at cost - 1,570, 0 and 678 shares, respectively		(42,030)		—		(19,054)
Total stockholders' equity		1,260,302		1,180,955		1,189,009
Total liabilities and stockholders' equity	$	2,928,607	$	2,551,068	$	2,208,058


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


◻☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

			Page No.
Part I	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets – October 31, ~~2018,~~2019, October 31, ~~2017~~2018 and January 31, ~~2018~~2019	3
	Condensed Consolidated Statements of Income and Comprehensive Income - For the Three and Nine Months Ended October 31, 2019 and 2018 ~~and 2017~~ (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows - For the Nine Months Ended October 31, 2019 and 2018 ~~and 2017~~ (Unaudited)	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19 18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
~~Item 4.~~	~~Controls and Procedures~~	29
		27
~~Part II~~Item 4.	~~OTHER INFORMATION~~Controls and Procedures	27

~~Item 1A.~~Part II	~~Risk Factors~~OTHER INFORMATION	30
Item 6.1A.	~~Exhibits~~Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 6.	Exhibits	30


	October 31, 2018
	(In thousands)
	As Reported		Without Adoption of ASC 606		Impact of Adoption of ASC 606
Assets
Accounts receivable	$	819,636	$	646,333	$	173,303
Inventories		616,162		653,664		(37,502)
Prepaid expenses and other current assets		82,933		48,991		33,942
Deferred income tax assets, net		28,336		11,792		16,544

Liabilities
Accrued expenses		137,878		136,627		1,251
Customer refund liabilities		235,400		—		235,400

Equity
Retained earnings		734,800		785,164		(50,364)


	For the three months ended October 31, 2018
	(In thousands, except per share amounts)
	As Reported		Without Adoption of ASC 606		Impact of Adoption of ASC 606
Net sales	$	1,072,982	$	1,081,879	$	(8,897)
Cost of goods sold		690,882		690,367		515
Selling, general and administrative expenses		232,052		240,916		(8,864)
Operating profit		140,015		140,563		(548)
Income tax expense		33,843		34,039		(196)
Net income		94,025		94,377		(352)

Net income per common share
Basic		1.91		1.92		(0.01)
Diluted		1.86		1.87		(0.01)


	For the nine months ended October 31, 2018
	(In thousands, except per share amounts)
	As Reported		Without Adoption of ASC 606		Impact of Adoption of ASC 606
Net sales	$	2,309,423	$	2,322,675	$	(13,252)
Cost of goods sold		1,461,252		1,458,494		2,758
Selling, general and administrative expenses		632,983		653,602		(20,619)
Operating profit		186,320		181,711		4,609
Income tax expense		39,877		38,632		1,245
Net income		113,987		110,623		3,364

Net income per common share
Basic		2.32		2.25		0.07
Diluted		2.26		2.20		0.06


		Carrying Value						Fair Value
		October 31,		October 31,		January 31,		October 31,		October 31,		January 31,
Financial Instrument	Level	2019		2018		2019		2019		2018		2019
		(In thousands)
Term loan	2	$	300,000	$	300,000	$	300,000	$	300,000	$	300,000	$	300,000
Revolving credit facility	2		279,880		309,599		—		279,880		309,599		—
Note issued to LVMH	3		100,623		95,345		96,618		100,825		95,345		88,608
Unsecured loan	2		2,948		—		—		2,948		—		—



Leases	Classification	October 31, 2019
		(In thousands)
Assets
Operating	Operating lease assets	$	293,819
Total lease assets		$	293,819

Liabilities
Current operating	Current operating lease liabilities	$	66,850
Noncurrent operating	Noncurrent operating lease liabilities		260,010
Total lease liabilities		$	326,860


Year Ending January 31,	Amount
	(In thousands)
2020	$	20,031
2021		89,483
2022		75,858
2023		66,550
2024		53,197
After 2024		97,891
Total lease payments	$	403,010
Less: Interest		76,150
Present value of lease liabilities	$	326,860


		Carrying Value						Fair Value
		October 31,		October 31,		January 31,		October 31,		October 31,		January 31,
Financial Instrument	Level	2018		2017		2018		2018		2017		2018
		(In thousands)
Term loan	2	$	300,000	$	300,000	$	300,000	$	300,000	$	300,000	$	300,000
Revolving credit facility	2		309,599		349,648		12,003		309,599		349,648		12,003
Note issued to LVMH	3		95,345		90,239		91,667		95,345		90,239		91,667


	Three Months Ended October 31, 2018
	Wholesale		Retail		Elimination (1)		Total
	(In thousands)
Net sales	$	1,005,358	$	110,934	$	(43,310)	$	1,072,982
Cost of goods sold		677,011		57,181		(43,310)		690,882
Gross profit		328,347		53,753		—		382,100
Selling, general and administrative expenses		166,423		65,629		—		232,052
Depreciation and amortization		7,709		2,324		—		10,033
Operating profit (loss)	$	154,215	$	(14,200)	$	—	$	140,015


	Three Months Ended October 31, 2017
	Wholesale		Retail		Elimination (1)		Total
	(In thousands)
Net sales (2)	$	966,820	$	118,709	$	(60,536)	$	1,024,993
Cost of goods sold (3)		636,636		57,797		(60,536)		633,897
Gross profit		330,184		60,912		—		391,096
Selling, general and administrative expenses		174,679		68,061		—		242,740
Depreciation and amortization		6,790		116		—		6,906
Operating profit (loss)	$	148,715	$	(7,265)	$	—	$	141,450


	Nine Months Ended October 31, 2018
	Wholesale		Retail		Elimination (1)		Total
	(In thousands)
Net sales	$	2,077,628	$	322,115	$	(90,320)	$	2,309,423
Cost of goods sold		1,381,342		170,230		(90,320)		1,461,252
Gross profit		696,286		151,885		—		848,171
Selling, general and administrative expenses		439,014		193,969		—		632,983
Depreciation and amortization		22,192		6,676		—		28,868
Operating profit (loss)	$	235,080	$	(48,760)	$	—	$	186,320


	Nine Months Ended October 31, 2017
	Wholesale		Retail		Elimination (1)		Total
	(In thousands)
Net sales (2)	$	1,887,902	$	324,329	$	(120,191)	$	2,092,040
Cost of goods sold (3)		1,251,372		165,058		(120,191)		1,296,239
Gross profit		636,530		159,271		—		795,801
Selling, general and administrative expenses		433,323		202,677		—		636,000
Depreciation and amortization		20,403		7,077		—		27,480
Operating profit (loss)	$	182,804	$	(50,483)	$	—	$	132,321