J. PERCY FOR MARVIN RICHARDS, LTD. AND CK OUTERWEAR, LLC

                          COMBINED FINANCIAL STATEMENTS


                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----


Report of Independent Registered Public Accounting Firm                      2

Combined Financial Statements

     Balance Sheets as of December 31, 2004                                  3
        and June 30, 2005 (Unaudited)

     Statements of Operations for the Year Ended December 31, 2004
        and the Six Months Ended June 30, 2005 and 2004 (Unaudited)          4

     Statements of Owners' Equity for the Year Ended December 31, 2004
        and the Six Months Ended June 30, 2005 (Unaudited)                   5

     Statements of Cash Flows for the Year Ended December 31, 2004
        and the Six Months Ended June 30, 2005 and 2004 (Unaudited)          6

     Notes to Financial Statements                                           7













REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Owners of
J. PERCY FOR MARVIN RICHARDS, LTD. AND CK OUTERWEAR, LLC


We have audited the accompanying combined balance sheet of J. Percy for Marvin
Richards, Ltd. and CK Outerwear, LLC as of December 31, 2004 and the related
combined statements of operations, owners' equity and cash flows for the year
then ended. These combined financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
combined financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements enumerated above present fairly, in all
material respects, the combined financial position of J. Percy for Marvin
Richards, Ltd. and CK Outerwear, LLC as of December 31, 2004, and the combined
results of their operations and their combined cash flows for the year then
ended, in conformity with accounting principles generally accepted in the United
States of America.


EISNER LLP
New York, New York
September 13, 2005





            J. PERCY FOR MARVIN RICHARDS, LTD. AND CK OUTERWEAR, LLC

                             COMBINED BALANCE SHEETS

                                 (in thousands)


                         ASSETS                              December 31,     June 30,
                                                                 2004           2005
                                                                 ----           ----
                                                              (Restated)    (Unaudited)
                                                              ----------    -----------

Current assets
    Cash                                                       $    135       $     19
    Accounts receivable                                           1,707            427
    Inventories                                                  10,093         17,500
    Prepaid expenses and other current assets                       193            480
                                                               --------       --------
           Total current assets                                  12,128         18,426
Property, plant, and equipment, net                                 892            824
Intangible, net                                                     800          1,450
Other assets                                                        111             87
                                                               --------       --------
                                                               $ 13,931       $ 20,787
                                                               ========       ========

           LIABILITIES AND OWNERS' EQUITY

Current liabilities
    Accounts payable                                           $  3,647       $  5,526
    Accrued expenses                                              2,247          4,367
    Due to factor                                                   545          7,592
    Due to related parties                                          719            534
    Other current liabilities                                       592            562
                                                               --------       --------
           Total current liabilities                              7,750         18,581
                                                               --------       --------
Deferred rent                                                       568            583
                                                               --------       --------

Commitments and contingencies
Owners' equity
    Common stock - no par value; 1,000 shares authorized,
       15 shares issued and outstanding                             116            116
    Additional paid in capital                                      928            928
    Retained earnings                                             5,968          1,978
                                                               --------       --------
                                                                  7,012          3,022
    Less common stock held in treasury -
       15 shares at cost                                         (1,399)        (1,399)
                                                               --------       --------
                                                                  5,613          1,623
                                                               --------       --------
                                                               $ 13,931       $ 20,787
                                                               ========       ========



                   See notes to combined financial statements


3



            J. PERCY FOR MARVIN RICHARDS, LTD. AND CK OUTERWEAR, LLC

                        COMBINED STATEMENTS OF OPERATIONS

                                 (in thousands)


                                                  Year ended
                                                 December 31,           Six months ended
                                                    2004         June 30, 2005    June 30, 2004
                                                    ----         -------------    -------------
                                                 (Restated)                (Unaudited)

Net sales                                          $78,281         $ 13,336         $ 8,140

Cost of goods sold                                  62,758           10,044           5,889
                                                   -------         --------         -------

         Gross profit                               15,523            3,292           2,251

Selling, general and administrative expenses        13,884            5,258           4,799
                                                   -------         --------         -------

         Operating income (loss)                     1,639           (1,966)         (2,548)

Interest and financing charges                         594              238              66
                                                   -------         --------         -------

Income (loss) before income taxes                    1,045           (2,204)         (2,614)

Income tax expense                                      81                6               3
                                                   -------         --------         -------

         Net income (loss)                         $   964         $ (2,210)        $(2,617)
                                                   =======         ========         =======










                   See notes to combined financial statements


4




            J. PERCY FOR MARVIN RICHARDS, LTD. AND CK OUTERWEAR, LLC

                      COMBINED STATEMENTS OF OWNERS' EQUITY

                                 (in thousands)



                                                                                    Common
                                                  Additional                         stock
                                        Common      paid-in       Retained          held in
                                        stock       capital       earnings         Treasury        Total
                                        -----       -------       --------         --------        -----

Balance as of January 1, 2004           $116         $928         $ 8,964           $(1,399)      $ 8,609

Distribution to owners                                             (3,960)                         (3,960)
Net income                                                            964                             964
                                        ----         ----         -------           -------       -------

BALANCE AS OF DECEMBER 31, 2004
  (Restated)                             116          928           5,968            (1,399)        5,613
                                        ====         ====         =======           =======       =======

Distribution to owners                                             (1,780)                         (1,780)
Net loss                                                           (2,210)                         (2,210)
                                        ----         ----         -------           -------       -------

BALANCE AS OF JUNE 30, 2005
  (Unaudited)                           $116         $928         $ 1,978           $(1,399)      $ 1,623
                                        ====         ====         =======           =======       =======









                   See notes to combined financial statements


5




            J. PERCY FOR MARVIN RICHARDS, LTD. AND CK OUTERWEAR, LLC

                        COMBINED STATEMENTS OF CASH FLOWS

                                 (in thousands)


                                                                     Year Ended
                                                                    December 31,    Six months Ended     Six months Ended
                                                                        2004          June 30, 2005        June 30, 2004
                                                                        ----          -------------        -------------
                                                                     (Restated)        (Unaudited)          (Unaudited)

Cash flows from operating activities
    Net income (loss)                                                  $   964            $(2,210)           $ (2,617)
    Adjustments to reconcile net income (loss) to net cash
      provided by operating activities:
        Depreciation and amortization                                      371                191                 176
        Deferred rent                                                      186                 15                  93
        Changes in:
           Accounts receivable                                           8,401              1,280               9,937
           Inventories, net                                             (7,434)            (7,407)            (16,762)
           Prepaid expenses and other assets                                (5)              (263)               (656)
           Accounts payable                                                 65              1,879               8,696
           Accrued expenses                                                775              2,120                (423)
           Other liabilities                                               915               (215)               (252)
                                                                       -------            -------            --------

         Net cash provided by (used in) operating activities             4,238             (4,610)             (1,808)
                                                                       -------            -------            --------

Cash flows from investing activities
    Capital expenditures                                                  (719)               (23)               (359)
    Intangibles                                                                              (750)
                                                                       -------            -------            --------
         Net cash used in investing activities                            (719)              (773)               (359)
                                                                       -------            -------            --------


Cash flows from financing activities
    Due to factor                                                          545              7,047               4,326
    Owners' distributions                                               (3,960)            (1,780)             (2,135)
                                                                       -------            -------            --------
       Net cash (used in) provided by financing activities              (3,415)             5,267               2,191
                                                                       -------            -------            --------

       Net increase (decrease) in cash                                     104               (116)                 24

Cash at beginning of period                                                 31                135                  31
                                                                       -------            -------            --------

Cash at end of period                                                  $   135            $    19            $     55
                                                                       =======            =======            ========

Supplemental disclosures of cash flow information:
    Cash paid during the period for:
       Interest                                                        $   536            $   323            $     83
       Income taxes                                                        229                  6                 126



                   See notes to combined financial statements



6




            J. PERCY FOR MARVIN RICHARDS, LTD. AND CK OUTERWEAR, LLC

                     NOTES TO COMBINED FINANCIAL STATEMENTS

    Information for the six months ended June 30, 2005 and 2004 is unaudited


NOTE A - SIGNIFICANT ACCOUNTING POLICIES

     A summary of the significant accounting policies consistently applied in
     the preparation of the accompanying combined financial statements are as
     follows:

     1.  Business Description and Basis of Presentation

         J. Percy for Marvin Richards, Ltd. ("JPMR"), a New York S-Corporation
         and CK Outerwear, LLC ("CK"), a New York Limited Liability Company,
         (collectively the "Company"), are manufacturers, through contractors,
         and importers of outerwear and market their products at the wholesale
         level and acts as an agent in brokering sales between its customers and
         overseas factories, earning commission for such services.

         The combined financial statements include the accounts of J. Percy for
         Marvin Richards, Ltd. and CK Outerwear, LLC, which are affiliated
         through common ownership. All material intercompany balances and
         transactions have been eliminated.

     2.  Concentrations of Credit Risk

         Financial instruments which potentially subject the Company to
         concentrations of credit risk consist principally of cash, amounts due
         from factor and accounts receivable. The Company maintains its cash in
         bank deposit accounts, which at times may exceed federally insured
         limits. The amount due from factor arises from the sale of accounts
         receivable to the factor. The Company holds no collateral for this
         instrument. Accounts receivable arise from sales made to major U.S
         based mass merchandisers, specialty retailers and distributors which
         represent significant customers of the Company.

     3.  Inventories

         Inventories are stated at the lower of cost (determined by the
         first-in, first-out method) or market.

     4.  Revenue Recognition

         Inventory is shipped in accordance with specific customer orders. The
         Company recognizes sales when the risks and rewards of ownership have
         transferred to its customer, determined by the Company to be when title
         to the merchandise passes to its customer. The Company recognizes
         commission fee income on sales that are financed by



7





            J. PERCY FOR MARVIN RICHARDS, LTD. AND CK OUTERWEAR, LLC

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

    Information for the six months ended June 30, 2005 and 2004 is unaudited


NOTE A - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         and shipped directly to its customers. Title to goods shipped from the
         Company's overseas vendors transfers to customers when the goods have
         been delivered to the customer. The Company recognizes commission
         income upon the completion of the delivery by its vendor to its
         customer.

     5.  Depreciation and Amortization

         Depreciation and amortization are provided by straight-line methods in
         amounts sufficient to relate the cost of depreciable assets to
         operations over their estimated service lives.

         The following are the estimated lives of the Company's fixed assets:

                      Machinery and equipment                 5 years
                      Furniture and fixtures                  7 years
                      Leasehold improvements             5 - 10 years

         Leasehold improvements are amortized over the lives of the respective
         leases or the service lives of the improvements, whichever is shorter.

     6.  Valuation of Long Lived Assets

         Long-lived assets such as property and equipment, and intangibles are
         reviewed at least annually for impairment or when events or changes in
         circumstances indicate that the carrying amount of the assets may not
         be recoverable. An impairment loss is recognizable when estimated
         future undiscounted cash flows expected to result from the use of the
         asset and its eventual disposition are less than its carrying amount.

     7.  Income Taxes

         JPMR is a subchapter S corporation, which is treated as a pass through
         entity for federal, New York State and New Jersey income taxes. JPMR is
         subject to general corporate business tax in New York City.

         CK is a limited liability corporation, which is treated as a
         partnership for Federal, New York State, New Jersey and is subject to
         unincorporated business tax in New York City.



8




            J. PERCY FOR MARVIN RICHARDS, LTD. AND CK OUTERWEAR, LLC

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)


    Information for the six months ended June 30, 2005 and 2004 is unaudited


NOTE A - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         No federal income taxes are payable by the Company, and no amount has
         been provided for in the accompanying financial statements. The owners
         include their respective share of the Company's profit or losses in
         their respective tax returns, and the owners are individually liable
         for federal income taxes on their share of the Company's earnings.
         Provision has been made for income taxes due to certain jurisdictions
         that do not recognize limited liability and S-corporation status for
         tax purposes and for minimum taxes that may be due in those
         jurisdictions.

         Income tax expense includes New Jersey, New York State and New York
         City taxes currently payable.

     8.  Advertising Costs

         The Company expenses advertising costs as incurred. Advertising costs
         charged to expense were $1,624,000, $462,000 and $70,000 for the year
         ended December 31, 2004 and the six months ended June 30, 2005 and
         2004, respectively.

     9.  Shipping and Handling Costs

         Shipping and handling costs consist of warehouse facility costs,
         freight out costs, and warehouse supervisory wages and are included in
         selling, general and administrative expense.

     10. Use of Estimates

         In preparing financial statements in conformity with accounting
         principles generally accepted in the United States, management is
         required to make estimates and assumptions that affect the reported
         amounts of assets and liabilities, the disclosure of contingent assets
         and liabilities at the date of the financial statements, and the
         reported amounts of revenues and expenses during the reporting period.
         Such estimates include depreciation and amortization. Actual results
         could differ from those estimates.

     11. Fair Value of Financial Instruments

         The carrying value of financial instruments potentially subject to
         valuation risk (principally consisting of cash, due to/from factor,
         accounts receivable and accounts payable) approximates their fair
         values as of the balance sheet dates.

     12. Effects of Recently Issued Accounting Pronouncements

         In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an
         amendment of ARB No. 43, Chapter 4." SFAS No. 151 requires certain
         abnormal expenditures to be recognized as expenses in the current
         period. It also requires that the amount of fixed production overhead
         allocated to inventory be based on the normal capacity of the
         production facility. The standard is effective for fiscal years
         beginning on or after June 15, 2005. The Company does not expect SFAS
         No. 151 to have a material effect on the Company's Combined Financial
         Statements.

     13. Interim Financial Statement

         The accompanying balance sheet as of June 30, 2005, and the statements
         of operations, owners' equity and cash flows for the six months ended
         June 30, 2005 and 2004 are unaudited. The unaudited interim financial
         statements have been prepared on the same basis as the annual financial
         statements and, in the opinion of management, include all adjustments
         (consisting only of normal recurring items) which are considered
         necessary for a fair presentation of the Company's combined financial
         position and results of operations and cash flows for the six months
         ended June 30, 2005 and 2004. The financial data and other information
         disclosed in the notes to the financial statements related to the six
         month periods are unaudited. The results for the six months ended June
         30, 2005 are not necessarily indicative of the results to be expected
         for the year ending December 31, 2005.

9



            J. PERCY FOR MARVIN RICHARDS, LTD. AND CK OUTERWEAR, LLC

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

    Information for the six months ended June 30, 2005 and 2004 is unaudited


NOTE B - DUE TO/FROM FACTOR

         The Company has a factoring agreement with a factor pursuant to which
         it sells and assigns a substantial portion of its receivables,
         principally without recourse, to the factor. The factor assumes the
         credit risk of all assigned accounts approved by it, but maintains
         liens on all inventory, trade receivables (whether or not assigned) and
         the goods represented thereby. The Company has a credit line in the
         amount of $12,000,000. Under the terms of its factoring agreement, the
         Company may request advances from the factor up to 90% of aggregate
         receivables purchased by the factor at an interest rate of prime minus
         0.5%. The Company also pays a fee equal to 0.375% of the gross invoice
         amount of each receivable purchased.

NOTE C - INVENTORIES

     Inventories consist of :


                                        December 31,       June 30,
                                            2004             2005
                                            ----             ----


      Finished goods                    $ 6,960,000      $12,277,000
      Work-in-process                       157,000        1,351,000
      Raw materials                       2,976,000        3,872,000
                                        -----------      -----------

                                        $10,093,000      $17,500,000
                                        ===========      ===========

      Raw materials of approximately $1.4 million were maintained in the
      Dominican Republic at December 31, 2004.

NOTE D - PROPERTY, PLANT AND EQUIPMENT

     Property, plant and equipment (at cost) consist of:

                                                       December 31,    June 30,
                                                          2004           2005
                                                          ----           ----
      Machinery and equipment                          $  227,000     $  227,000
      Leasehold improvements                              757,000        780,000
      Furniture and fixtures                              727,000        727,000
                                                       ----------     ----------
                                                        1,711,000      1,734,000
      Less: accumulated depreciation and amortization     819,000        910,000
                                                       ----------     ----------
                                                       $  892,000     $  824,000
                                                       ==========     ==========


10





            J. PERCY FOR MARVIN RICHARDS, LTD. AND CK OUTERWEAR, LLC

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

    Information for the six months ended June 30, 2005 and 2004 is unaudited


NOTE E - INTANGIBLES

     During August 2003, CK entered into a trademark license agreement in
     connection with women's outerwear for an aggregate purchase price of
     $1,000,000 from Calvin Klein, Inc. for a period of five years expiring
     December 31, 2008. The license agreement, effective January 1, 2004, is
     being amortized over a period of five years and accordingly, the Company
     recorded an amortization of $200,000, $100,000 and $100,000 during the year
     ended December 31, 2004 and the six months ended June 30, 2005 and 2004,
     respectively. The license agreement is also subject to certain minimum
     advertising and royalty payments based on volume of sales (See Note F).

NOTE F - COMMITMENTS AND CONTINGENCIES

     The Company leases warehousing, executive and sales facilities under
     operating leases with options to renew at varying terms. Leases with
     provisions for increasing rents have been accounted for on a straight-line
     basis over the life of the lease.

     The following schedule sets forth the future minimum rental payments for
     operating leases having non-cancelable lease periods in excess of one year
     at December 31, 2004:

                                                          Operating
                                                           Leases
                                                           ------
       Year ending December 31,
            2005                                        $   880,000
            2006                                            929,000
            2007                                            521,000
            2008                                            626,000
            2009                                            650,000
            Thereafter                                    2,513,000
                                                        -----------

       Minimum lease payments                           $ 6,119,000
                                                        ===========

     Rent expense, including common area charges and escalations, on the above
     operating leases was $1.2 million, $506,000 and $443,000 for the year ended
     December 31, 2004 and the six months ended June 30, 2005 and 2004,
     respectively.

     The Company has entered into license agreements that provide for royalty
     payments as a percentage of net sales of licensed products. The Company
     incurred royalty expense (included in cost of goods sold) of approximately
     $2.3 million, $456,000 and $183,000 for the year ended December 31, 2004
     and the six months ended June 30, 2005 and 2004, respectively. Based on
     minimum sales requirements, future minimum royalty and advertising payments
     required under these agreements are:



11


            J. PERCY FOR MARVIN RICHARDS, LTD. AND CK OUTERWEAR, LLC

               NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)


    Information for the six months ended June 30, 2005 and 2004 is unaudited


NOTE F - COMMITMENTS AND CONTINGENCIES (CONTINUED)

                      Year ending December 31,            Amount
                      ------------------------            ------

                          2005                         $ 1,825,000
                          2006                           2,265,000
                          2007                           2,600,000
                          2008                           2,800,000
                                                       -----------
                                                       $ 9,490,000
                                                       ===========

     The Company has standby letters of credit in an aggregate amount of
     $237,000 outstanding for security deposits on its leased corporate office
     and warehouse space as of all periods presented.

     At December 31, 2004, the Company was in violation of certain financial and
     reporting requirement covenants with Calvin Klein under its license
     agreement. In August 2005, the licensor entered into a new agreement with
     CK Outerwear, LLC and G-III Apparel Group, Ltd. (See Note I(3)).

NOTE G - EMPLOYEE BENEFIT PLANS

     The Company maintains a 401(k) plan and trust for eligible employees.
     Pension costs include service costs, which are accrued and funded on a
     current basis. The Company provides for a discretionary matching
     contribution. No contribution was made for the periods presented.

NOTE H - MAJOR CUSTOMERS

     For the year ended December 31, 2004, three customers accounted for 13.4%,
     11.2% and 10.0%, respectively, of the Company's net sales.

NOTE I - SUBSEQUENT EVENTS

     1) In May 2005, General Electric Capital Corporation ("GECC") filed a
        lawsuit against JPMR seeking payment of two outstanding invoices in the
        total amount of approximately $63,000. GECC is a secured lender of a
        vendor of the Company. Management believes it has substantial defenses
        to the claims asserted in the lawsuit and intends to vigorously defend
        this matter.

     2) In June 2005, the Company entered into a license agreement, effective
        July 8, 2005, to design, manufacture, and market men's outerwear with
        Calvin Klein. The Company paid a license fee in the amount of $750,000
        upon inception of the agreement. The agreement provides for minimum
        royalty and advertising payments. The license agreement is through
        December 31, 2010 with an automatic five-year renewal subject to certain
        requirements.

     3) On July 11, 2005, all of the outstanding capital stock of J. Percy for
        Marvin Richards, Ltd., all of the membership interests of CK Outerwear,
        LLC and 50% of the membership interests in Fabio Licensing, LLC, a
        related entity 50% owned by the stockholders and members of the Company,
        was acquired by G-III Leather Fashions, Inc., a wholly owned subsidiary
        of G-III Apparel Group, Ltd. for $23.9 million in cash and stock. The
        sellers are also entitled to receive additional contingent payments for
        the years ending January 31, 2006 through January 31, 2009, based on the
        future performance of the Company, as defined.

NOTE J - DUE TO RELATED PARTIES

     The Company licenses women's outerwear from Fabio Licensing, LLC. Fabio
     Licensing LLC is an entity 50% owned by certain stockholders and members of
     the Company. During the year ended December 31, 2004 and the six months
     ended June 30, 2005 and 2004, the Company incurred royalty expense of
     $664,000, $1,000 and $4,000, respectively, in connection with this license
     agreement. At December 31, 2004 and June 30, 2005, the Company owed
     $721,000 and $537,000 to Fabio Licensing, LLC, respectively.

NOTE K - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

     The Company has recorded certain adjustments to its previously issued
     financial statements as of December 31, 2004 and for the year then ended
     audited by other auditors. The effect of these adjustments are as follows:



                                                    COMBINED STATEMENT OF OPERATIONS
                                                      YEAR ENDED DECEMBER 31, 2004
                                                AS REPORTED  ADJUSTMENTS    AS RESTATED
                                               ------------------------------------------

      Net Sales                                $ 78,757,000  $  (476,000)  $  78,281,000
      Cost of Goods Sold                         62,679,000       79,000      62,758,000
                                               ------------  -----------   -------------
      Gross Profit                               16,078,000     (555,000)     15,523,000
      SG&A                                       13,940,000      (56,000)     13,884,000
                                               ------------  -----------   -------------
      Income Before Income Taxes                  2,138,000     (499,000)      1,639,000
      Interest and Financing Charges                      0      594,000         594,000
                                               ------------  -----------   -------------
      Income (loss) Before Income Taxes           2,138,000   (1,093,000)      1,045,000

      Provision for Income Taxes                     81,000             0         81,000
                                               ------------  -----------   -------------
      Net Income                               $  2,057,000  $(1,093,000)  $     964,000
                                               ============  ===========   =============


      Adjustments related to the following:

      Net sales decreased $476,000 primarily due to sales cut-offs at year end.

      Cost of goods sold increased $79,000 primarily due to inventory costing at
      the lower of cost or market and sales cut-offs above.

      Interest and financing charges in the "As Reported" financial statements
      were recorded in SG&A. The increase of approximately $538,000 in SG&A,
      adjusted for interest and financing charges, is primarily attributed to
      additional accruals of payroll ($284,000), straight-line rent expense
      ($186,000) and GAAP depreciation expense ($69,000).

12