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v3.25.1

NOTES PAYABLE | 3 Months Ended
--- | ---
Apr. 30, 2025
NOTES PAYABLE |
NOTES PAYABLE | ​ NOTE 7 – NOTES PAYABLE ​ Long-term debt consists of the following:
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | April 30, 2025 |  | April 30, 2024 |  | January 31, 2025
​ | ​ | (In thousands)
Secured Notes | ​ | $ | — | ​ | $ | 400,000 | ​ | $ | —
Unsecured loans | ​ | ​ | 5,336 | ​ | ​ | 8,517 | ​ | ​ | 6,159
Overdraft facilities | ​ | ​ | 7,995 | ​ | ​ | 6,932 | ​ | ​ | —
Foreign credit facilities | ​ | ​ | 5,411 | ​ | ​ | 13,025 | ​ | ​ | —
Subtotal | ​ | ​ | 18,742 | ​ | ​ | 428,474 | ​ | ​ | 6,159
Less: Net debt issuance costs (1) | ​ | ​ | — | ​ | ​ | (2,123) | ​ | ​ | —
Current portion of long-term debt | ​ | ​ | (11,959) | ​ | ​ | (23,664) | ​ | ​ | (3,114)
Total | ​ | $ | 6,783 | ​ | $ | 402,687 | ​ | $ | 3,045
(1) | Does not include debt issuance costs, net of amortization, totaling $5.1 million, $2.0 million and $5.4 million as of April 30, 2025, April 30, 2024 and January 31, 2025, respectively, related to the revolving credit facility. The debt issuance costs have been deferred and are classified in assets in the accompanying condensed consolidated balance sheets in accordance with ASC 835.
​ Senior Secured Notes ​ The Company had previously completed a private debt offering of $400.0 million aggregate principal amount of the Senior Secured Notes due August 2025 (the “Notes”). ​ In August 2024, the Company used cash on hand and borrowings from its revolving credit facility to make a $400.7 million payment to voluntarily redeem the entire $400.0 million principal amount of the Notes at a redemption price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest. At the date of redemption, the Company had unamortized debt issuance costs of $1.6 million associated with the Notes. These debt issuance costs were fully extinguished and charged to interest expense in the Company’s results of operations. ​ Third Amended and Restated ABL Credit Agreement ​ On June 4, 2024, the Company’s subsidiaries, G-III Leather Fashions, Inc., Riviera Sun, Inc., AM Retail Group, Inc. and The Donna Karan Company Store LLC (collectively, the “Borrowers”), entered into the third amended and restated credit agreement (the “Third ABL Credit Agreement”) with the lenders named therein and with JPMorgan Chase Bank, N.A., as administrative agent. The Third ABL Credit Agreement is a five-year senior secured asset-based revolving credit facility providing for borrowings in an aggregate principal amount of up to $700.0 million. The Company and certain of its wholly-owned domestic subsidiaries, as well as G-III Apparel Canada ULC (collectively, the “Guarantors”), are guarantors under the Third ABL Credit Agreement. ​ The Third ABL Credit Agreement amends and restates the Second Amended Credit Agreement, dated as of August 7, 2020 (as amended, supplemented or otherwise modified from time to time prior to June 4, 2024, the “Second Credit Agreement”), by and among the Borrowers and the Guarantors, the lenders from time-to-time party thereto, and JPMorgan Chase Bank, N.A., in its capacity as the administrative agent thereunder. The Second Credit Agreement provided for borrowings of up to $650.0 million and was due to expire on August 7, 2025. The Third ABL Credit Agreement extends the maturity date to June 2029, subject to a springing maturity date as defined within the credit agreement. ​ Amounts available under the Third ABL Credit Agreement are subject to borrowing base formulas and overadvances as specified in the Third ABL Credit Agreement. Borrowings bear interest, at the Borrowers’ option, at Adjusted Term Secured Overnight Financing Rate (“SOFR”) plus a margin of 1.50% to 2.00%, or the alternate base rate plus a margin of 0.50% to 1.00% (defined as the greatest of (i) the “prime rate” of JPMorgan Chase Bank, N.A. from time to time, (ii) the federal funds rate plus 0.5% and (iii) SOFR for a borrowing with an interest period of one month plus 1.00%), with the applicable margin determined based on the Borrowers’ average daily availability under the Third ABL Credit Agreement. As of April 30, 2025, interest under the Third ABL Credit Agreement was being paid at an average rate of 8.0% per annum. ​ The Third ABL Credit Agreement is secured by specified assets of the Borrowers and the Guarantors. In addition to paying interest on any outstanding borrowings under the Third ABL Credit Agreement, 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 tiered rate equal to 0.375% per annum on the average daily amount of the available commitments when the average usage is less than 50% of the total available commitments and decreases to 0.25% per annum on the average daily amount of the available commitments when the average usage is greater than or equal to 50% of the total available commitments. ​ The Third ABL Credit Agreement contains covenants that, among other things, restrict the Company’s ability to, subject to specified exceptions, incur additional debt; incur liens; sell or dispose of certain assets; merge with other companies; liquidate or dissolve the Company; acquire other companies; make loans, advances, or guarantees; and make certain investments. 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 April 30, 2025, the Company was in compliance with these covenants. ​ As of April 30, 2025, the Company had no borrowings outstanding under the Third ABL Credit Agreement. The Third ABL Credit Agreement also includes amounts available for letters of credit. As of April 30, 2025, there were no outstanding trade letters of credit and $2.6 million of standby letters of credit. ​ At the date of the refinancing of the Second ABL Credit Agreement, the Company had $1.8 million of unamortized debt issuance costs remaining from the Second ABL Credit Agreement. There was no extinguishment of any amount of the unamortized debt issuance costs remaining from the Second ABL Credit Agreement. The Company incurred new debt issuance costs totaling $3.8 million related to the Third ABL Credit Agreement. The Company has a total of $5.6 million debt issuance costs related to its Third ABL Credit Agreement. As permitted under ASC 835, the debt issuance costs have been deferred and are presented as an asset which is amortized ratably over the term of the Third ABL Credit Agreement. ​ Unsecured Loans ​ Several of the Company’s foreign entities borrow funds under various unsecured loans to provide funding for operations in the normal course of business. In the aggregate, the Company is currently required to make quarterly installment payments of principal in the amount of €0.8 million under these loans. Interest on the outstanding principal amount of the loans accrues at a fixed rate equal to 0% to 5.0% per annum, payable on either a quarterly or monthly basis. As of April 30, 2025, the Company had an aggregate outstanding balance of €4.9 million ($5.3 million) under these unsecured loans. ​ Overdraft Facilities ​ Certain of the Company’s foreign entities entered into overdraft facilities that allow for applicable bank accounts to be in a negative position up to a certain maximum overdraft. These uncommitted overdraft facilities with HSBC Bank allow for an aggregate maximum overdraft of €10 million. Interest on drawn balances accrues at a rate equal to the Euro Interbank Offered Rate (“EURIBOR”) plus a margin of 1.75% per annum, payable quarterly. The facility may be cancelled at any time by the Company or HSBC Bank. Additionally, certain of the Company’s foreign entities entered into overdraft facilities with UBS Bank in Switzerland for an aggregate of CHF 4.7 million at varying interest rates of 0% to 0.5%. As of April 30, 2025, the Company had an aggregate of €7.4 million ($8.0 million) drawn under these various facilities. ​ Foreign Credit Facilities ​ KLH has a credit agreement with ABN AMRO Bank N.V. with a credit limit of €15.0 million which is secured by specified assets of KLH. Borrowings bear interest at the EURIBOR plus a margin of 1.7%. A subsidiary of Vilebrequin has a credit agreement with CIC Bank with a credit limit of €5.0 million. Borrowings bear interest at the Euro Short-Term Rate plus a margin of 1.75%. As of April 30, 2025, the Company had an aggregate of €5.0 million ($5.4 million) drawn under these credit facilities.

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