UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On June 5, 2026, G-III Apparel Group, Ltd. (the “Company”) announced its results of operations for the first fiscal quarter ended April 30, 2026. A copy of the press release issued by the Company relating thereto is furnished herewith as Exhibit 99.1.
Item 7.01 REGULATION FD DISCLOSURE.
On June 5, 2026, the Company provided an investor presentation to investors relating to its previously announced transactions to acquire the Marc Jacobs operating business through a joint venture with an affiliate of WHP Global. A copy of the investor presentation is furnished herewith as Exhibit 99.2 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
99.1 |
99.2 |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Limitation on Incorporation by Reference
In accordance with General Instruction B.2 of Form 8-K, the information reported under Item 2.02 and Item 7.01 and in Exhibit 99.1 and Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.
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SIGNATURE
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 hereunto duly authorized.
G-III APPAREL GROUP, LTD. | ||
Date: June 5, 2026 | By: | /s/ Neal S. Nackman |
Name: | Neal S. Nackman | |
Title: | Chief Financial Officer | |
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Exhibit 99.1
G-III APPAREL GROUP, LTD. REPORTS FIRST QUARTER FISCAL 2027 RESULTS AND RAISES EARNINGS GUIDANCE
| ● | Net Sales of $536 Million, Ahead of Guidance |
| ● | Net Income Per Diluted Share of $1.50 Compared to $0.17 Last Year |
| ● | Non-GAAP Net Loss Per Share of ($0.21), Ahead of Guidance |
| ● | Raises GAAP and Non-GAAP Net Income Guidance for Fiscal 2027 |
| ● | Marc Jacobs Transaction to Accelerate G-III’s Growth Transformation |
New York, New York – June 5, 2026 – G-III Apparel Group, Ltd. (NasdaqGS: GIII) (“G-III” or the “Company”) today reported results for the first quarter of fiscal year 2027, ended April 30, 2026.
Morris Goldfarb, G-III’s Chairman and Chief Executive Officer, said, “I am very pleased with our first quarter results, which demonstrate the G-III team’s ability to execute in a dynamic environment. The quarter was better than expected with both our net sales and earnings coming in ahead of guidance. Our go-forward portfolio saw continued momentum and healthy full-price selling, which contributed to meaningful gross margin expansion versus the prior year. Based on our strong first quarter results, we are raising our earnings guidance for fiscal 2027.”
Mr. Goldfarb continued, “Our recently announced acquisition of the iconic Marc Jacobs brand in partnership with WHP Global marks an exciting new chapter for G-III and will significantly accelerate our transformation into a brand-led global powerhouse. Marc Jacobs is one of the most influential brands in fashion, and we see tremendous opportunity to build on its strong foundation and drive long-term growth across categories, channels, and geographies. With an increasingly powerful portfolio of owned and licensed brands, disciplined execution, and a talented global team, we believe G-III is exceptionally well-positioned to drive sustainable long-term growth and significant shareholder value.”
Results of Operations
First Quarter Fiscal 2027
Net sales for the first quarter ended April 30, 2026 decreased 8% to $536.0 million compared to $583.6 million in the prior year’s quarter.
Gross margin increased 2,270 basis points to 64.9%, compared to 42.2% in the first quarter of last year. This increase includes a $102.7 million pre-tax benefit related to the expected recovery of previously incurred tariffs, imposed under the International Emergency Economic Powers Act (“IEEPA”) on inventory sold in the prior year. Excluding this benefit, adjusted gross margin increased 350 basis points to 45.7% from 42.2%.
Net income for the first quarter ended April 30, 2026 was $66.5 million, or $1.50 per diluted share, compared to $7.8 million, or $0.17 per diluted share, in the same period last year. The current period’s results include a $77.9 million benefit, net of tax, recognized in connection with the expected recovery of previously incurred tariffs under the IEEPA, equivalent to $1.75 per share.
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Non-GAAP net income (loss) per share for the first quarter ended April 30, 2026 was ($0.21) per share, compared to $0.19 per diluted share, in the same period last year.
Balance Sheet as of First Quarter Fiscal 2027
Cash and cash equivalents were $394.2 million compared to $257.8 million last year.
Inventories decreased 8% to $417.9 million this year compared to $456.5 million last year.
Capital return to shareholders of $4.2 million in dividend payments.
Outlook
The Company today increased its outlook for the fiscal year ending January 31, 2027 and provided its outlook for the second quarter ending July 31, 2026.
The Company’s updated outlook assumes that tariffs for the remainder of the year will approximate those rates that existed under the IEEPA tariff regime. Additionally, the Company’s outlook does not include any impact related to its pending transaction to acquire Marc Jacobs.
Fiscal 2027
Net sales for fiscal 2027 are expected to be approximately $2.71 billion, which incorporates the loss of approximately $470 million of sales from Calvin Klein and Tommy Hilfiger products. This compares to net sales of $2.96 billion for fiscal 2026.
Net income is expected to be between $171.0 million and $175.0 million, or diluted earnings per share between $3.85 and $3.95. This compares to net income of $67.4 million, or $1.51 per diluted share for fiscal 2026.
Non-GAAP net income is expected to be between $95.0 million and $99.0 million, or diluted earnings per share between $2.15 and $2.25. This compares to non-GAAP net income of $116.2 million, or diluted earnings per share of $2.61 for fiscal 2026.
Adjusted EBITDA is expected to be between $178.0 million and $182.0 million compared to adjusted EBITDA of $192.4 million in fiscal 2026.
Net interest income is expected to be approximately $2.0 million.
Tax rate is estimated to be approximately 30.0% for GAAP purposes and 33.5% for non-GAAP purposes. The tax rate for non-GAAP purposes is higher than our previous estimate as a result of higher non-deductible expenses.
Second Quarter Fiscal 2027
Net sales for the second quarter of fiscal 2027 are expected to be approximately $570.0 million. This compares to net sales of $613.3 million in last year’s second quarter.
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Net income for the second quarter of fiscal 2027 is expected to be between $7.0 million and $11.0 million, or diluted earnings per share between $0.15 and $0.25. This compares to net income of $10.9 million, or $0.25 per diluted share, in last year’s second quarter.
Non-GAAP net income for the second quarter of fiscal 2027 is expected to be between $7.0 million and $11.0 million, or diluted earnings per share between $0.15 and $0.25. This compares to non-GAAP net income of $11.2 million, or $0.25 per diluted share, in last year’s second quarter.
Conference Call Information
The Company will host a conference call to discuss its first quarter results at 8:30 a.m. ET today. To participate via telephone, please register in advance at this link: https://ir.g-iii.com. Upon registration, all telephone participants will receive a confirmation email detailing how to join the conference call, including the dial-in number along with a unique passcode and registrant ID that can be used to access the call. While registration is open through the live call, the Company suggests registering at a minimum of 10 minutes before the start of the call. The call can also be accessed via a live audio webcast at https://ir.g-iii.com. A replay of the conference call will be available using the same link, as well as on the Company’s Investor Relations website.
Non-GAAP Financial Measures
Reconciliations of GAAP gross profit to non-GAAP gross profit, GAAP net income to non-GAAP net income (loss), GAAP net income per diluted share to non-GAAP net income (loss) per diluted share and GAAP net income to adjusted EBITDA are presented in tables accompanying the financial statements included in this release and provide useful information to evaluate the Company’s operational performance. A description of the amounts excluded on a non-GAAP basis are provided in conjunction with these tables. Non-GAAP gross profit, non-GAAP net income (loss), non-GAAP net income (loss) per diluted share and adjusted EBITDA should be evaluated in light of the Company’s financial statements prepared in accordance with GAAP.
About G-III Apparel Group, Ltd.
G-III Apparel Group, Ltd. is a global fashion leader with expertise in design, sourcing, distribution, and marketing. The Company owns and licenses a portfolio of more than 30 preeminent brands, each differentiated by unique brand propositions, product categories, and consumer touchpoints. G-III owns ten iconic brands, including DKNY, Donna Karan, Karl Lagerfeld, Sonia Rykiel, and Vilebrequin, and licenses over 20 of the most sought-after names in global fashion, including Calvin Klein, Tommy Hilfiger, Levi’s, Halston, Champion, Converse, Cole Haan, BCBG, French Connection, Starter, as well as major sports leagues such as the NFL, NBA, NHL and MLB, among others.
Statements concerning G-III's business outlook or future economic performance, anticipated revenues, expenses, or other financial items; product introductions and plans and objectives related thereto; and statements concerning assumptions made or expectations as to any future events, conditions, performance or other matters are "forward-looking statements" as that term is defined under the federal securities laws. Forward-looking statements are subject to risks, uncertainties and factors which include, but are not limited to, risks relating to completing the proposed acquisition of the Marc Jacobs brand in the anticipated time frame, or at all, risks relating to the ability to realize the anticipated benefits of the proposed acquisition, risks relating to the receipt of regulatory approvals without unexpected delays or conditions and possibility of regulatory action, risks relating to significant costs related to the proposed acquisition, the expected financial and operating performance and future opportunities following the consummation of the proposed
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acquisition, risks related to the reliance on licensed product, risks relating to G-III’s ability to increase revenues from sales of its other products, new acquired businesses or new license agreements as licenses for Calvin Klein and Tommy Hilfiger products expire on a staggered basis, reliance on foreign manufacturers, risks of doing business abroad, supply chain disruptions, risks related to acts of terrorism and the effects of war, the current economic and credit environment risks related to our indebtedness, the nature of the apparel industry, including changing customer demand and tastes, customer concentration, seasonality, risks of operating a retail business, risks related to G-III’s ability to reduce the losses incurred in its retail operations, customer acceptance of new products, the impact of competitive products and pricing, dependence on existing management, possible disruption from acquisitions, the impact on G-III’s business of the imposition of tariffs by the United States government and business and general economic conditions, including inflation and higher interest rates, as well as other risks detailed in G-III's filings with the Securities and Exchange Commission. G-III assumes no obligation to update the information in this release.
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G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
(Nasdaq: GIII)
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
| | | | | | |
| | Three Months Ended April 30, | ||||
| | 2026 | | 2025 | ||
| | (Unaudited) | ||||
| | | | | | |
Net sales | | $ | 535,962 | | $ | 583,609 |
Cost of goods sold | | | 188,216 | | | 337,065 |
Gross profit | | | 347,746 | | | 246,544 |
| | | | | | |
Selling, general and administrative expenses | | | 255,323 | | | 231,495 |
Depreciation and amortization | | | 7,188 | | | 6,573 |
Operating profit | | | 85,235 | | | 8,476 |
| | | | | | |
Other income (loss) | | | (802) | | | 3,462 |
Interest and financing charges, net | | | 1,174 | | | (461) |
Income before income taxes | | | 85,607 | | | 11,477 |
| | | | | | |
Income tax expense | | | 19,073 | | | 3,718 |
Net income | | $ | 66,534 | | $ | 7,759 |
| | | | | | |
Net income per common share: | | | | | | |
Basic | | $ | 1.58 | | $ | 0.18 |
Diluted | | $ | 1.50 | | $ | 0.17 |
| | | | | | |
Weighted average shares outstanding: | | | | | | |
Basic | | | 42,189 | | | 43,748 |
Diluted | | | 44,394 | | | 45,385 |
| | | | | | |
Selected Balance Sheet Data (in thousands): | | As of April 30, | ||||
| | 2026 | | 2025 | ||
| | (Unaudited) | ||||
| | | | | | |
Cash and cash equivalents | | $ | 394,220 | | $ | 257,785 |
Working capital | | | 990,542 | | | 817,509 |
Inventories | | | 417,856 | | | 456,482 |
Total assets | | | 2,584,985 | | | 2,415,873 |
Total debt | | | 15,407 | | | 18,742 |
Operating lease liabilities | | | 278,158 | | | 269,922 |
Total stockholders' equity | | | 1,824,125 | | | 1,684,094 |
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G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
RECONCILIATION OF GAAP GROSS PROFIT TO NON-GAAP GROSS PROFIT
| | Three Months Ended April 30, | ||||
| | 2026 | | 2025 | ||
| | (In thousands, unaudited) | ||||
GAAP gross profit | | $ | 347,746 | | $ | 246,544 |
| | | | | | |
Excluded from non-GAAP: | | | | | | |
IEEPA tariff refund receivable | | | (102,681) | | | — |
| | | | | | |
Non-GAAP gross profit, as defined | | $ | 245,065 | | $ | 246,544 |
| | Three Months Ended April 30, | ||||
| | 2026 | | 2025 | ||
| | (Unaudited) | ||||
GAAP gross profit percentage | | 64.9 | % | | 42.2 | % |
| | | | | | |
Excluded from non-GAAP: | | | | | | |
IEEPA tariff refund receivable | | (19.2) | | | — | |
| | | | | | |
Non-GAAP gross profit percentage, as defined | | 45.7 | % | | 42.2 | % |
Non-GAAP gross profit and gross profit percentage are “non-GAAP financial measures” that exclude in fiscal 2027, the benefit recognized in connection with the expected recovery of previously incurred tariffs imposed under the IEEPA on inventory sold in the prior year included in cost of goods sold. Management believes that these non-GAAP financial measures provide meaningful supplemental information regarding our performance by excluding items that are not indicative of our core business operating results. Management uses these non-GAAP financial measures to assess our performance on a comparative basis and believes that they are also useful to investors to enable them to assess our performance on a comparative basis across historical periods and facilitate comparisons of our operating results to those of our competitors. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.
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G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
RECONCILIATION OF GAAP NET INCOME TO NON-GAAP NET INCOME (LOSS)
(In thousands)
| | | | | | |
| | Three Months Ended | ||||
| | April 30, 2026 | | April 30, 2025 | ||
| | (Unaudited) | ||||
| | | | | | |
GAAP net income | | $ | 66,534 | | $ | 7,759 |
| | | | | | |
Excluded from non-GAAP: | | | | | | |
IEEPA tariff refund receivable | | | (102,681) | | | — |
Expenses related to Marc Jacobs acquisition | | | 3,400 | | | — |
One-time warehouse related severance expenses | | | — | | | 978 |
Income tax impact of non-GAAP adjustments | | | 24,007 | | | (316) |
| | | | | | |
Non-GAAP net income (loss), as defined | | $ | (8,740) | | $ | 8,421 |
Non-GAAP net income (loss) is a “non-GAAP financial measure” that excludes (i) in fiscal 2027, the benefit recognized in connection with the expected recovery of previously incurred tariffs imposed under the IEEPA on inventory sold in the prior year included in cost of goods sold, (ii) in fiscal 2027, expenses related to the Marc Jacobs transaction primarily related to professional fees and (iii) in fiscal 2026, one-time severance expenses related to a closed warehouse. For fiscal 2027, the income tax impact of non-GAAP adjustments is calculated using the applicable statutory tax rate for the respective period. For fiscal 2026, the income tax impact of non-GAAP adjustments is calculated using the effective tax rate for the period. Management believes that these non-GAAP financial measures provide meaningful supplemental information regarding our performance by excluding items that are not indicative of our core business operating results. Management uses these non-GAAP financial measures to assess our performance on a comparative basis and believes that they are also useful to investors to enable them to assess our performance on a comparative basis across historical periods and facilitate comparisons of our operating results to those of our competitors. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.
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G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
RECONCILIATION OF GAAP NET INCOME PER SHARE TO NON-GAAP NET INCOME (LOSS) PER SHARE
| | Three Months Ended | ||||
| | April 30, 2026 | | April 30, 2025 | ||
| | (Unaudited) | ||||
| | | | | | |
GAAP diluted net income per common share | | $ | 1.50 | | $ | 0.17 |
Adjustment from GAAP diluted shares to Non-GAAP diluted shares (1) | | | 0.08 | | | — |
| | | | | | |
Excluded from non-GAAP: | | | | | | |
IEEPA tariff refund receivable | | | (2.43) | | | — |
Expenses related to Marc Jacobs acquisition | | | 0.08 | | | — |
One-time warehouse related severance expenses | | | — | | | 0.03 |
Income tax impact of non-GAAP adjustments | | | 0.56 | | | (0.01) |
| | | | | | |
Non-GAAP diluted net income (loss) per common share, as defined | | $ | (0.21) | | $ | 0.19 |
| | | | | | |
Non-GAAP diluted shares (1) | | | 42,189 | | | 45,385 |
| (1) | Represents adjustment for shares used to calculate diluted earnings per share. Due to our recording GAAP net income for the first quarter of fiscal 2027, GAAP diluted net income per share includes the impact of potential dilutive common shares. When applying non-GAAP exclusions, results move from a net income position to a net loss wherein net loss per share excludes the impact of potential dilutive common shares. |
Non-GAAP diluted net income (loss) per common share is a “non-GAAP financial measure” that excludes (i) in fiscal 2027, the benefit recognized in connection with the expected recovery of previously incurred tariffs imposed under the IEEPA on inventory sold in the prior year included in cost of goods sold, (ii) in fiscal 2027, expenses related to the Marc Jacobs transaction primarily related to professional fees and (iii) in fiscal 2026, one-time severance expenses related to a closed warehouse. For fiscal 2027, the income tax impact of non-GAAP adjustments is calculated using the applicable statutory tax rate for the respective period. For fiscal 2026, the income tax impact of non-GAAP adjustments is calculated using the effective tax rate for the period. Management believes that these non-GAAP financial measures provide meaningful supplemental information regarding our performance by excluding items that are not indicative of our core business operating results. Management uses these non-GAAP financial measures to assess our performance on a comparative basis and believes that they are also useful to investors to enable them to assess our performance on a comparative basis across historical periods and facilitate comparisons of our operating results to those of our competitors. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.
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G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME TO ADJUSTED EBITDA
(In thousands)
| | | | | | | | | | | | |
| | | | | | Forecasted Twelve | | Actual Twelve | ||||
| | Three Months Ended | | Months Ending | | Months Ended | ||||||
| | April 30, 2026 | | April 30, 2025 | | January 31, 2027 | | January 31, 2026 | ||||
| | (Unaudited) | ||||||||||
| | | | | | | | | | | | |
Net income | | $ | 66,534 | | $ | 7,759 | | $ | 171,000 - 175,000 | | $ | 67,353 |
| | | | | | | | | | | | |
IEEPA tariff refund receivable | | | (102,681) | | | — | | | (102,681) | | | — |
Expenses related to Marc Jacobs acquisition | | | 3,400 | | | — | | | 3,400 | | | — |
Asset impairments | | | — | | | — | | | — | | | 48,565 |
Strategic opportunity related professional fees | | | — | | | — | | | — | | | 2,282 |
One-time warehouse related severance expenses | | | — | | | 978 | | | — | | | 1,327 |
Depreciation and amortization | | | 7,188 | | | 6,573 | | | 36,500 | | | 29,016 |
Interest and financing charges, net | | | (1,174) | | | 461 | | | (2,000) | | | 508 |
Income tax expense | | | 19,073 | | | 3,718 | | | 71,781 | | | 43,316 |
| | | | | | | | | | | | |
Adjusted EBITDA, as defined | | $ | (7,660) | | $ | 19,489 | | $ | 178,000 - 182,000 | | $ | 192,367 |
Adjusted EBITDA is a “non-GAAP financial measure” which represents earnings before depreciation and amortization, interest and financing charges, net and income tax expense and excludes (i) in fiscal 2027, the benefit recognized in connection with the expected recovery of previously incurred tariffs imposed under the IEEPA on inventory sold in the prior year included in cost of goods sold, (ii) in fiscal 2027, expenses related to the Marc Jacobs transaction primarily related to professional fees, (iii) in fiscal 2026, asset impairments, (iv) in fiscal 2026, professional fees related to a potential strategic opportunity that did not come to fruition and (v) in fiscal 2026, one-time severance expenses related to a closed warehouse. Adjusted EBITDA is being presented as a supplemental disclosure because management believes that it is a common measure of operating performance in the apparel industry. Adjusted EBITDA should not be construed as an alternative to net income, as an indicator of the Company’s operating performance, or as an alternative to cash flows from operating activities as a measure of the Company’s liquidity, as determined in accordance with GAAP.
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G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
RECONCILIATION OF FORECASTED AND ACTUAL GAAP NET INCOME TO FORECASTED AND ACTUAL NON-GAAP NET INCOME
(In thousands)
| | | | | | | | | | | | |
| | Forecasted Three | | Actual Three | | Forecasted Twelve | | Actual Twelve | ||||
| | Months Ending | | Months Ended | | Months Ending | | Months Ended | ||||
| | July 31, 2026 | | July 31, 2025 | | January 31, 2027 | | January 31, 2026 | ||||
| | (Unaudited) | ||||||||||
| | | | | | | | | | | | |
Net income | | $ | 7,000 - 11,000 | | $ | 10,939 | | $ | 171,000 - 175,000 | | $ | 67,353 |
| | | | | | | | | | | | |
Excluded from non-GAAP: | | | | | | | | | | | | |
IEEPA tariff refund receivable | | | — | | | — | | | (102,681) | | | — |
Expenses related to Marc Jacobs acquisition | | | — | | | — | | | 3,400 | | | — |
Asset impairments | | | — | | | — | | | — | | | 48,565 |
Strategic opportunity related professional fees | | | — | | | — | | | — | | | 2,282 |
One-time warehouse related severance expenses | | | — | | | 349 | | | — | | | 1,327 |
Income tax impact of non-GAAP adjustments | | | — | | | (108) | | | 23,281 | | | (3,301) |
| | | | | | | | | | | | |
Non-GAAP net income, as defined | | $ | 7,000 - 11,000 | | $ | 11,180 | | $ | 95,000 - 99,000 | | $ | 116,226 |
Non-GAAP net income is a “non-GAAP financial measure” that excludes (i) in fiscal 2027, the benefit recognized in connection with the expected recovery of previously incurred tariffs imposed under the IEEPA on inventory sold in the prior year included in cost of goods sold, (ii) in fiscal 2027, expenses related to the Marc Jacobs transaction primarily related to professional fees, (iii) in fiscal 2026, asset impairments, (iv) in fiscal 2026, professional fees related to a potential strategic opportunity that did not come to fruition and (v) in fiscal 2026, one-time severance expenses related to a closed warehouse. The income tax impact of non-GAAP adjustments is calculated using the applicable statutory tax rate for the respective period. Management believes that these non-GAAP financial measures provide meaningful supplemental information regarding our performance by excluding items that are not indicative of our core business operating results. Management uses these non-GAAP financial measures to assess our performance on a comparative basis and believes that they are also useful to investors to enable them to assess our performance on a comparative basis across historical periods and facilitate comparisons of our operating results to those of our competitors. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.
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G-III APPAREL GROUP, LTD. AND SUBSIDIARIES
RECONCILIATION OF FORECASTED AND ACTUAL GAAP DILUTED NET INCOME PER SHARE TO FORECASTED AND ACTUAL NON-GAAP DILUTED NET INCOME PER SHARE
| | Forecasted Three | | Actual Three | | Forecasted Twelve | | Actual Twelve | ||||
| | Months Ending | | Months Ended | | Months Ending | | Months Ended | ||||
| | July 31, 2026 | | July 31, 2025 | | January 31, 2027 | | January 31, 2026 | ||||
| | (Unaudited) | ||||||||||
| | | | | | | | | | | | |
GAAP diluted net income per common share | | $ | 0.15 - 0.25 | | $ | 0.25 | | $ | 3.85 - 3.95 | | $ | 1.51 |
| | | | | | | | | | | | |
Excluded from non-GAAP: | | | | | | | | | | | | |
IEEPA tariff refund receivable | | | — | | | — | | | (2.32) | | | — |
Expenses related to Marc Jacobs acquisition | | | — | | | — | | | 0.08 | | | — |
Asset impairments | | | — | | | — | | | — | | | 1.09 |
Strategic opportunity related professional fees | | | — | | | — | | | — | | | 0.05 |
One-time warehouse related severance expenses | | | — | | | — | | | — | | | 0.03 |
Income tax impact of non-GAAP adjustments | | | — | | | — | | | 0.54 | | | (0.07) |
| | | | | | | | | | | | |
Non-GAAP diluted net income per common share, as defined | | $ | 0.15 - 0.25 | | $ | 0.25 | | $ | 2.15 - 2.25 | | $ | 2.61 |
Non-GAAP diluted net income per common share is a “non-GAAP financial measure” that excludes (i) in fiscal 2027, the benefit recognized in connection with the expected recovery of previously incurred tariffs imposed under the IEEPA on inventory sold in the prior year included in cost of goods sold, (ii) in fiscal 2027, expenses related to the Marc Jacobs transaction primarily related to professional fees, (iii) in fiscal 2026, asset impairments, (iv) in fiscal 2026, professional fees related to a potential strategic opportunity that did not come to fruition and (v) in fiscal 2026, one-time severance expenses related to a closed warehouse. The income tax impact of non-GAAP adjustments is calculated using the applicable statutory tax rate for the respective period. Management believes that these non-GAAP financial measures provide meaningful supplemental information regarding our performance by excluding items that are not indicative of our core business operating results. Management uses these non-GAAP financial measures to assess our performance on a comparative basis and believes that they are also useful to investors to enable them to assess our performance on a comparative basis across historical periods and facilitate comparisons of our operating results to those of our competitors. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.
G-III Apparel Group, Ltd.
Investor Relations Contact:
Nick Bacchus
SVP of Investor Relations and Treasurer
IR@g-iii.com
11
Exhibit 99.2
| G-III Apparel Group and WHP Global to Acquire Iconic Marc Jacobs Brand |
| FORWARD LOOKING STATEMENT Certain statements in this investor presentation (the “Presentation”) of G-III Apparel Group, Ltd. (“G-III”) may be considered “forward-looking statements.” Statements that are not historical or current facts, including statements about beliefs and expectations, are “forward-looking statements” as that term is defined under the federal securities laws. Forward-looking statements are subject to risks, uncertainties and factors which include, but are not limited to, (i) risks relating to completing the proposed acquisition in the anticipated timeframe, or at all; (ii) risks relating to the ability to realize the anticipated benefits of the proposed acquisition; (iii) risks relating to the receipt of regulatory approvals without unexpected delays or conditions and the possibility of regulatory action; (iv) risks relating to significant costs related to the proposed acquisition; (v) the expected financial and operating performance and future opportunities following the consummation of the proposed acquisition; (vi) risks relating to the reliance on licensed product; (vii) reliance on foreign manufacturers; (viii) risk of doing business abroad; (ix) the current economic and credit environment risks; (x) the nature of the apparel industry, including changing customer demand and tastes; (xi) risks of operating a retail business; (xii) customer concentration; (xiii) seasonality; (xiv) customer acceptance of new products, (xv) the impact of competitive products and pricing, (xvi) dependence on existing management, (xvii) possible disruption from acquisitions, as well as other risks detailed in G-III's filings with the Securities and Exchange Commission. G-III assumes no obligation to update the information in this presentation. INDUSTRY & MARKET DATA This Presentation contains estimates and information concerning our industry, including market position and market size, that are based on industry publications and reports. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. G-III has not independently verified the accuracy or completeness of the data contained in these industry publications and reports. The industry in which G-III operates is subject to a high degree of uncertainty and risk due to a variety of factors. These and other factors could cause results to differ materially from those expressed in these publications and reports. 2 |
| A POWERFUL FORCE IN FASHION AND CULTURE. FEW AMERICAN DESIGNERS CAN MATCH THE CROSS-CATEGORY, MULTI-GENERATIONAL RESONANCE AND POTENTIAL BRAND SCALE OF MARC JACOBS. |
| Strategic Rationale Marc Jacobs is an Iconic Brand • Rich Heritage. Founded in New York in 1984, the brand has become synonymous with creativity, cultural relevance, and modern fashion under its renowned founder • Globally Recognized Brand. The transaction adds a culture -defining brand with worldwide recognition to G -III’s portfolio • Premium Positioning. The brand’s positioning is aspirational, yet accessible Significant Opportunities to Unlock Long -Term Growth And Profitability • Category Expansion. Handbags and leather goods represent the majority of 2025 revenues, with a meaningful growth opportunity in apparel, footwear, home, and other lifestyle categories • Broaden Distribution. Direct to Consumer represents the majority of revenues with the potential to leverage G -III’s wholesale platform to expand global distribution and reach • Accelerate Global Brand Reach. Currently three licensed categories, with large opportunity to expand into adjacent product categories and geographies • Profitability Upside. Transaction expected to be accretive to margins and free cash flow over time Unique Transaction Structure and Partnership • Full Operating Control. G -III to own 100% of the operating company, leveraging its merchandising and marketing capabilities to drive global growth • 50/50 Ownership of Brand IP. Through a joint venture with WHP Global, G -III will share equally in the Marc Jacobs brand's royalty income streams and long -term licensing growth • Strategic Partnership. WHP Global will lead expansion in licensing across new categories, channels, and geographies 4 |
| • Founded in 1984 by Marc Jacobs, one of the most influential designers in modern American fashion • A distinct creative identity defined by bold design, playful defiance, and fearless self-expression • Global brand awareness with a loyal, multi-generational consumer base • Premium, accessible positioning that bridges luxury credibility with contemporary relevance and supports broad consumer reach • Aspirational brand with nearly 80% of consumers viewing Marc Jacobs as high-end¹ • Profitable global platform with established retail footprint and strong digital penetration Marc Jacobs: An Iconic Brand with Enduring Strength ¹ Source: Consumer brand study 5 |
| Marc Jacobs: Clear Path To Accelerated Growth 6 Figures based on 2025 internal company data Unlocking Expansion Across Product, Channel, and Geography Channel Mix Direct to Consumer Wholesale Geographic Mix North America International Category Mix Handbags and Accessories Other Significant growth opportunity in apparel and other lifestyle categories Drive scale by leveraging G-III’s wholesale distribution network Tap into strong brand recognition to expand global reach |
| Unique Transaction Structure And Partnership • G-III is partnering with WHP Global to acquire Marc Jacobs • G-III to retain full control of the operational business and lead the brand’s merchandising and global marketing efforts • G-III and WHP Global to form a 50/50 joint venture to own the brand’s intellectual property • WHP Global to lead licensing growth strategy • G-III to provide global services to licensees • G-III to enter into a long-term exclusive license agreement with the joint venture • G-III and WHP Global to share JV profits equally • JV will allow for a diversified royalty revenue stream with an attractive margin and cash flow profile Marc Jacobs Intellectual Property JV G-III WHP Global Royalty Payment License Agreement Marc Jacobs Operating Assets and Liabilities 7 Royalty Payment License Agreement Third-Party Licensees 100% |
| Licensing Platform: Significant Global Growth Potential 8 Fragrance Children’s Fashion Eyewear Marc Jacobs Current Licensed Partnerships Potential Licensed Categories: Potential Geographic Expansion: • Intimates & Underwear • Watches • Sleep & Loungewear • Home • Socks & Hosiery • Jewelry • South America • Eastern Europe • Central America • APAC • Middle East Source: internal company data |
| History of Acquiring and Integrating Brands Building a Diversified Portfolio Through Strategic Acquisitions EVOLUTION OF OWNED BRAND PORTFOLIO 2008 2012 2013 2015 2016 2021 2022 2026 9 |
| Proven Track Record of Acquiring & Scaling Brands Acquisition Playbook Track Record of Value Creation DKNY Grew revenues by more than 150%¹ from 2016 acquisition while significantly improving profitability Donna Karan Relaunched in 2024, delivering 40%¹ growth in FY 2026 Karl Lagerfeld Increased revenues by ~90%¹ since 2022 acquisition while establishing and scaling the Karl Lagerfeld Paris label Assess Growth Opportunity Conduct extensive diligence to identify opportunities to drive growth and expand market share Distribution and Geographic Expansion Drive disciplined revenue growth by leveraging G-III's deep retail partnerships to expand points of sale and global reach Category Expansion Launch new product categories applying G-III’s merchandising expertise Calvin Klein and Tommy Hilfiger Built into a combined $1.5 billion¹ business at peak 10 ¹ Source: Company reports |
| Transaction Summary ¹Subject to customary closing adjustments G-III INVESTMENT ~$500 million¹ G-III OWNERSHIP • 50% of Intellectual Property JV • 100% of Operating Company Entity ESTIMATED CLOSING Q3 FY2027, subject to customary closing conditions EXPECTED FINANCING Cash on hand and draw on revolving credit facility ACCRETION/DILUTION Dilutive first year after closing, accretive thereafter 11 |
| Summary of Value Drivers Transaction Expected To Drive Significant Long-Term Shareholder Value for G-III Iconic Brand Adds a globally recognized, culture-defining brand to G-III’s portfolio Category Expansion Significant opportunity to expand beyond core handbags into apparel and adjacent categories Distribution Expansion Large opportunity to leverage G-III’s platform to drive expansion in North America and Europe across channels Unique Transaction Structure Provides G-III with full operating control, shared ownership of brand IP, and participation in long-term licensing growth through its partnership with WHP Global Royalty Income Stream Joint venture structure generates a high-margin royalty income stream with meaningful growth potential 12 |
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