Welcome to the G-III Apparel Group Fourth Quarter and Full Fiscal Year 2019 Earnings Conference Call. My name is Paulette, and I’ll be your operator for today’s call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session. [Operator Instructions] Please note that this conference is being recorded. I will now turn the call over to Neal Nackman, the Company’s CFO. Mr. Nackman, you may begin.

Good morning and thank you for joining us. Before we begin, I would like to remind participants that certain statements made on today’s call and in the Q&A session may constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are not guarantees and actual results may differ materially from those expressed or implied in forward-looking statements. Important factors that could cause actual results of operations or the financial condition of the company to differ are discussed in the documents filed by the company with the SEC. The company undertakes no duty to update any forward-looking statements. In addition, during the call, we will refer to non-GAAP net income, non-GAAP net income per share and to adjusted EBITDA, which are all non-GAAP financial measures. We have provided reconciliations of these non-GAAP financial measures to GAAP measures in our press release, which is also available on our website. I will now turn the call over to our Chairman and Chief Executive Officer, Morris Goldfarb.

Good morning and thank you for joining us. With me today are Sammy Aaron, our Vice Chairman and President; Wayne Miller, our Chief Operating Officer; Neal Nackman, our Chief Financial Officer; and Jeff Goldfarb, our Executive Vice President. We are pleased to report that we’ve completed a record year of net sales, EBITDA, and non-GAAP net income per share. Our first full-year of having our own DKNY and Donna Karan product in stores was a big success. The sales growth in our business was led by DKNY, Tommy Hilfiger and Karl Lagerfeld. Calvin Klein, our largest and most profitable business also had a very good year in spite of the loss of business due to the closing of Bon-Ton department stores. We’ve built a strong foundation anchored by our five power brands, DKNY, Donna Karan, Calvin Klein, Tommy Hilfiger and Karl Lagerfeld. And I am confident that we're well-positioned for continued substantial organic growth into the future. Now let's look at the fourth quarter and full-year results. We delivered fourth quarter net sales growth of approximately 7% to $767 million from $715 million last year. Fourth quarter non-GAAP net income was $0.55 per diluted share compared to $0.26 per diluted share in the fourth quarter last year. For the full fiscal year, we grew net sales by 10% to $3.08 billion from $2.81 billion in the prior year. Non-GAAP net income per diluted share increased 79% to $2.86 from $1.60 in the prior year. Our adjusted EBITDA for the year increased to $269 million, an increase of 34% from the prior year. Here are some details of our businesses, beginning with our retail business. On our last earnings call, we told you that we were very disappointed with the results of our own retail business and that all options were…

Thank you, Morris. Net sales for the fourth quarter ended January 31, 2019 increased approximately 7% to $767 million from $715 million in the same period last year. Net sales of our wholesale operation segment increased 13% to $639 million from $566 million. DKNY and Tommy Hilfiger brands were the main drivers of this increase. Net sales of our retail operation segment for the quarter were $155 million, approximately 13% lower compared to last year sales of $178 million. We reported same-store sales decreases of approximately 9% for our Wilsons stores, 2.6% for our G.H. Bass stores and a same-store sales increase of 10% at our DKNY stores. Net sales of our retail operation segment were also negatively affected by the decrease in the number of stores operated by us. Our gross margin percentage was 33.8% in the fourth quarter of fiscal 2019 compared to 36.2% in the prior year's period. The gross margin percentage in our wholesale operations segment was 28.7% compared to 29.6% in the prior year. This percentage decrease in gross margins in our wholesale operation segment was primarily the result of the reclassification of cooperative advertising expense from SG&A to a reduction of net sales as a result of the application of the new accounting rules related to revenue recognition. The gross margin percentage in our retail operation segment was 48.9% compared to 51.5% in the prior year's quarter. Similar to the rest of this year, gross margins for our DKNY stores were lower in the quarter this year as compared to the prior year. Gross margins for DKNY in the prior year reflected the benefit of the reversal of valuation reserves as a result of acquisition accounting. Going forward in fiscal 2020, the gross margin for the DKNY retail operations will be on a comparable…

Thank you for joining us today. As I said at the beginning of this call, this is a record year for G-III. I’m proud of what our teams have accomplished by their focus, dedication, drive and their execution. We further leveraged our five global power brands to deliver a year of results that exceeded our own expectations. In an ever-changing retail landscape, we continue to find ways to grow and position ourselves as an important global provider of fashion products. With the power brands that we have today, G-III can continue to achieve significant organic growth over the next several years. With the strength of our balance sheet, we can also capitalize on the right acquisition opportunity. Thank you and we’re now ready to take your questions.

Thank you. [Operator Instructions] And our first question comes from Edward Yruma from KeyBanc Capital Markets. Please go ahead.

Hi. Good morning. Thanks for taking my question and congrats on a solid year. Just digging into the DKNY business a little bit, particularly as it relates to this upcoming fiscal year. Could you just maybe give us a little bit of insight into how the business is performing at non-Macy’s stores or how you expect it to perform? And then as a follow-up for retail, maybe highlight some of the changes that Fran has made and kind of what the assumed improvement in profitability is for next year? Thank you.

Thanks for your question, Ed. It's Morris. The DKNY brand is performing very well. The fact that it's no longer just the Macy's exclusive is not bad news. Pretty much immediately as we began to offer the product through a broader department store base, we immediately got distribution for about 150 doors of one of our department store customers. In footwear, we're beginning to get our sportswear and other apparel components blended into the department stores, so we believe it's actually good news. It's good news for Macy's. The fact that they are still very committed to the brand is -- its twofold. It's good for us. It's good for them. The added exposure into full price department stores that that don't always compete with Macy's. In many ways they enhance Macy's business is a good opportunity for them to continue to grow the business. The feature -- there was always a concern on the international basis as to how the brands is distributed in the United States. The world is a much smaller place today and the fact that it's got broader distribution is good news internationally. Our customers in Europe appreciate that it is beyond the Macy's business and so do our Asian both Far East and Middle East customers see it the same way. So it's good news. The -- your question as it relates to Fran. Fran has immediately -- kind of driven herself into understanding all our businesses. She spearheads all retail except for Vilebrequin and she is doing an amazing job in a short period of time. She's been to Minneapolis, I don't know, probably 8 or 10 times in the last couple of months. As you know, Minneapolis is home base for our retail. She's gotten to know the leaders of our retail. She has influenced some major changes on how we distribute product, how we buy product. The choices that we make, the real estate that we occupy and it's a pleasure to work with her and we are looking forward to some major changes in how retail performs for G-III. So, Fran is -- Fran's also instituted some major cost reductions in staffing. We’ve found over $5 million in cost savings, almost immediately that go across all our brands. So today I would say it was good decision to hire Fran. Anything else I can respond to Ed? Did I miss a question?

No, just maybe give a little detail on exactly how much of the guidance -- how much profitability improvement the guidance assumes?

On the retail?

Yes.

Retail, as Neal said, we are conservatively, I'll add conservatively projecting $10 million less in losses this year in retail. And that that doesn't account for any real radical change that we might decide to take on a one-time hit.

Got it. Thanks so much guys.

And our next question comes from Erinn Murphy from Piper Jaffray. Please go ahead.

Great. Thanks. Good morning. I guess, Morris for you I had a bigger picture question in terms of the North American environment today. As you started out here in the spring, how are you feeling broadly about the environment from an inventory and a channel perspective? What are you seeing out there from a promotional perspective and our retailers, do they have the right amount of inventory proceeds currently?

I can only speak to how inventory is managed as it relates to G-III, and we -- we've taken a position as we became a dominant provider to department stores that real estate is key and we have a never ending battle for appropriate real estate at a larger scale than we’ve ever had. Our presence in the individual departments that we service, it's real easy to see. If you walk into any department store, you say “Oh My God!, G-III is all over the place” if you know our brands. And beyond being all over the place in a department store, the space that we are being allocated is much larger than it's ever been. So that in itself requires more inventory to service. It leads us to present product better with better fixturing, better collateral data that influences the consumer and we're getting the cooperation we need maybe simply because we perform better than most and maybe better than all in many of the department stores. So the cooperation that we get on both sides, our own teams as well as the department store teams that buy and make the choices, make me feel very comfortable that that our business is still on a growth mode regardless of some of the influences that surround us that I can't control, whether it's a tariff issue, it's an economic issue that that might drive the economy to make our consumer choose differently. We take advantage of our relationships. We manage our business well. We provide really good margins for our retailer and at the same time very acceptable margins for ourselves. So I think we're in a unique place. We manage our business for our customers differently than our competition does. We are not a vertical operation where we create product for our own stores that's a possibility for the future. We’ve a small group of stores that service DKNY. Right now we are at 32 stores projecting to end the year, the fiscal year that we are now in with some number less than 45. And Karl Lagerfeld with about a 11 and these are the growth pieces of our retail. The Bass and the Wilsons businesses are viewed a little bit differently. We are trying to fix them, but if we can't, they may not be part of the future. So not being vertical makes us more dependent on our customers and makes us maybe a better partner for our customers because we need them and we make it work.

Got it. Okay. Well, let me just ask a couple of other housekeeping questions then. On the outerwear season, you talked about it probably it being good in the fourth quarter and I think you said you are expecting a good '20 -- fiscal 2020 season. Maybe if you can share with us how retailers are thinking about the order book in 2020? And then, Neal for you, just two small ones on the model, growth margin. What is embedded in your guidance for Q1 and the full-year in gross margin and then the Bon-Ton impact in Q4? How big was that? Thank you.

So, Erinn, as far as how our retailers are planning the Coat year for fiscal 2020, most of our planning is flat. But that’s usually the case when they come off great year. They don’t project out increases, they plan it conservatively. We are a resource that gets behind what we believe in. We believe in outerwear. We always, always, always make money in outerwear. Our margins are good. Retail margins in outerwear if you pay attention to department store business, the best margins that we provide for our department store partners comes out of outerwear. They margin much better in outerwear than they do in sportswear. So when the opportunity arises and the season shows itself as possibly a good one, it may not be at the early part, but as we get into the season they’re very aggressive to supporting outerwear business. So we're comfortable that there is still significant growth left in outerwear for the coming year.

Erinn, as far as the modeling question, on gross margins for the full-year, we are seeing a fairly comparable gross margin on a consolidated basis to the prior year. It could be up a tick or two. In terms of the first quarter, we are seeing a little bit of margin, gross margin percentage pressure in our wholesale order book. We just think that’s product mix at this point as I said the full-year we are comfortable with maintaining gross margins. And that would be both at the wholesale and -- level. On the Bon-Ton Q4, approximately $20 million was in the prior year's fourth quarter.

Got it. Okay. Sorry, and just -- I just want to follow-up on the Q1 gross margin. And you said that mix of what you’re seeing at wholesale or are there any kind of higher markdown dollar reserves just given maybe the environment currently. Just kind of making sure I want to understand that piece on the first quarter gross margin?

Yes, I would tell you that it's significantly product mix, there is probably some adjustments that we will be making to our annual markdown provisions. But it's -- which could slightly negatively impact it as well.

Thank you, guys.

Thanks, Erinn.

Our next question comes from John Kernan from Cowen. Please go ahead.

Good morning, everyone. Thanks for taking my question and congrats on a strong finish to the year.

Thanks, John.

Morris, can you talk about Donna Karan. It seems to be entering 2019 with strength. Can you talk about your target for that brand both from a sales and profitability standpoint not just for this year, but longer-term help us think overall about the top line opportunity and the margin opportunity, where you’re now and where you think you can get to? Thanks.

Thanks, John. DKNY when we bought it, we basically stated that the opportunity was well in excess of $1 billion of product that G-III alone could produce, forget about our licensing partners. I am not off that number if anything, I believe it could be a greater number. We are first learning about the opportunities globally. We are very much control of the North American market, but the globe is, all of a sudden served up opportunities that G-III never had. And we're beginning to see the acceptance of the product mix that we created. We took the brand, we change the profile and dynamics and the demographics of the brand internationally and it's being accepted. There were concerns in conservative areas of the world that some of the younger product that we're producing, the faster moving product, might not be well accepted at the price points that we were producing. And it turns out they're incredibly well accepted. So as we begin to further penetrate those markets, I think the opportunity is huge. So -- if I would say you’re safe to believe that we comfortably have over $1 billion business in the near future. Our licensing revenue continues to grow and that in itself probably provides another $500 million to $700 million of product that gets released without brands globally, which continues to further enhance the presence of the brand. Hopefully it becomes one like Tommy Hilfiger or Calvin Klein, where it penetrates all departments in all department stores as well as the retail that we will expand.

And, John, just in terms of operating margins, we continue to think that this one -- this business should be the strongest, if not one of the strongest operating margin percentage businesses that we run. Again, we're not paying a royalty fee to anybody, that helps us out significantly. And then in addition to as Morris just mentioned, we got significant licensing income that comes in. So we still see that 15% to 20% operating margin as a goal. This past year, we were probably a low single-digit positive operating margin business and we will continue to see improvement in that.

[Indiscernible] help. And Neal, if I can ask you a follow-up question just on capital allocation. You’re obviously opportunistic in the fourth quarter with share buyback. How do we think about the balance sheet, the leverage ratio and where you want to take that this year and next? And then within that [technical difficulty] opportunity more, how do you see [technical difficulty] now in terms of evaluations and opportunity? Thank you.

John, sorry the second part of your question, you broke up a little bit. The first part in terms of debt ratios, look, our average debt last year was about $450 million. We ran about $270 million of EBITDA. I think the company if there were any concerns with the acquisition and leverage that we took on, I think that those should certainly be, we are late at this point. The company is in great situation in terms of the leverage. We generated good cash flow last year. We are expecting the free cash flow this year could be about $100 million. So I think we are in great shape from a balance sheet standpoint.

Got it. And then maybe just a quick follow-up. What are the incremental opportunities for Tommy And Donna Karan outside of Macy's and this fiscal [technical difficulty]?

So the Tommy brand is -- the Tommy Hilfiger brand is not a Macy's exclusive. We were distributing it to all the mid tier and better department stores throughout the country. And it is performing exceptionally well. Again, we broke it out into classifications that never really existed on the department store floor or specialty chain floor. We have a dress area, we have a suit area, we have a coat area, we have sportswear, we have performance area, we've pretty much bifurcated the brand and are doing exactly what we succeeded with Calvin Klein. It was not a model that we inherited. It's -- we inherited a relatively small, call it, nonperforming piece that sat on the sportswear floor of Macy's. And PVH gave us the right to expand it into classifications and collaboratively between PVH, Macy's and ourselves, we came to an agreement that it didn't have to be a Macy's exclusive and that also is working for all. The scale of the business is changing with the last two years. We’ve double the size of the business. We started with an $80 million business that's now about a $400 million business. So we grew to $200 million, we grew from $2 million to $4 million and I don't know where to peg it at, but I could tell you that there is great opportunity of the marketing that PVH has been doing for Tommy is world-class. I don't think there's anything better out there and that's helping us expand the brand into areas that we didn't even expect it to. So it's a great asset. We are fortunate to have it. And it's an important component to our growth both top line and bottom line for the future.

Excellent. Thank you. Best of luck, guys.

Thank you.

Our next question comes from Chethan Mallela from Barclays. Please go ahead.

Hi. Good morning. Can you provide a little context on how the Calvin Klein brand performed during fourth quarter, excluding the impact from Bon-Ton and just what you’re assuming for that brand in fiscal '20? And just given some of the recent media reports, can you remind us of your bandwidth to potentially take on additional category licenses for this brand. And just from a capability standpoint, in the past when you’ve gained new licenses, how quickly you’ve historically been able to get product to market?

What I will start with really is your last piece, how fast we bring product to market. If you’re listening to Tommy Hilfiger, we took on the business that was actually very small and brought it to very significant business in a nanosecond. We are barely there for two years and we quadrupled the size of the business. We staffed it appropriately. We know how to source. We have an amazing production team, both domestically and internationally. Our domestic team governs how it's run and our international team they're not shy, they get into every country, every opportunity whereas compliances can be on the quality of factories that we use and we get there more rapidly than anyone could actually believe. Let's go to the Calvin Klein piece. I read the press the same way you do. There seems to be some feel that that the brand is maxed out. You can't tell that by us. We don't believe that’s the case at all. It's our best performing piece of business. Our retailers basically print money with the asset when we believe we've grown to an unimaginable peak, what we believe is peak. We find that there is significant room both on -- again, top line and bottom line. It's -- that brand is the best asset that our company has. So there is virtually no concern unless something extraordinary occurs. Again, touching on what we can't control which is the economy, how we trade in the world or some unique situation that might occur specific to the brand beyond our control. But I think you would probably get the same answer if you pulled our department stores as to how they feel about the brand.

Great. Thank you.

So great brands, we love to have another one just like it.

Great. Thanks. And then just a quick follow-up on Wilsons. It seems like on both the comps and gross margins, that was maybe a little bit lighter than you anticipated during the fourth quarter. Can you just draw a little more detail on maybe where you saw some underperformance versus your internal models? And then any plan changes for fiscal '20 that are supporting the return to I think a flat to low single-digit comp outlook?

Yes, so on -- look at the Wilsons business has been going through product changes. It was more promotional than we expected. We've got -- we are actually anticipating with Frans arrival and with new merchants that we’ve actually put in place in the Wilsons business that we expect that we will start to see an uptick in terms of comp performance more of that will be in the second half of next year.

Great. Thank you very much.

And our next question comes from Jim Duffy from Stifel. Please go ahead.

Thank you. Good morning. Congratulations to the team on crossing the $3 billion revenue mark. A few questions for me on the portfolio businesses. So it's the more strategic parts of your $2.5 billion wholesale revenue business grow, are there any marginal businesses in that wholesale revenue base that you guys view as not strategic, perhaps on a few margin drags that could be candidates for de-emphasis or divestiture?

Yes, Jim. Number one, thanks for the congratulations on the $3 billion crossing. It didn't happen overnight by the way. This was -- this is my career, 46 years in the process. So we’ve now put another mark on the graph and you'll be impressed in another two or three years. So the divestitures of nonessential assets, as we call, we always do that. We do housekeeping in areas of business that are not suitable for G-III any longer. This company was built from the mid-90s on through opportunity licenses, they could have been a celebrity, they could have been a second-tier brand and as we build power brands, the $20 million, $30 million initiatives really don't work for us. So we’ve got very few of those left and where they work pretty much independently and they’re accretive to our earnings, we keep them. Sometimes one is grateful that there is a license and you don't own all of the assets. So here when some of our licenses expire on these initiatives, we don't renew and we just move on. We manage our inventory to be able to slip right past it without taking a major hit on earnings. So that that's always worked for us. I don't remember a solid call out for closing a division that no longer fit our profile. They are generally planned, you know you’re going to do it over a two, three year period. And you adjust for it and you move on and you either replace it. Sometimes you have an amazing management team that just needs another asset to manage. And we've done that. We continue to do that. So there's no concern that there's a group that goes away that’s not performing.

Okay. And then you spoke to balance sheet capacity. Any notable gaps in the portfolio where you would see the strategy to pursue opportunities for acquisitions, or it would be more opportunistic?

I think the world today makes you think broader than just a sector that you're in. So I don't discount anything. I don't discount entertainment, I don't discount hospitality, I don't discount music, I don’t discount digital. It doesn't have to be a hard-nosed apparel company to get our attention any longer. That’s been part of our profile. We’ve -- we are not risk adverse. We are a little aggressive than most -- and little more aggressive than most, yet we never bet the ranch. We take on what we believe we can afford. We were entrepreneurs at heart, quite honestly. I think if you would have take this whole management team and transplant it into different business, you would find -- you would also find a successful business. We are not -- we don't just have fashion in our blood. We have a clear focused understanding of what it takes to run a business with appropriate partners and that's what -- that’s why I believe we can take on any initiative.

Okay. And, Neal, maybe this one is best directed to you. We understand the plan to turn the retail business with the $5 million run rate SG&A savings and $10 million reduction in losses, it seems like a little hurdle if you can hold flat comps and dial back some of the promotional aspect. What are -- where you see as prospects for gross margin in that retail business as you look out across the year?

Yes, we are planning at this point to have pretty flat comps in the business. I think Morris mentioned that we're hoping that that plan that we got is conservative, that with the expense cuts, we are getting out of stores. So we’ve got about $4 million to $5 million pick up on that. So we're really looking and -- but keep in mind, we’re going through a number of different changes with the new President and evaluating all the brands and transitioning to what we think is a stronger nameplate. So there's a lot of good lifting to get done this year, but it should be something we can achieve.

And does all of that $4 million to $5 million that you mentioned flow-through or is there some planned reinvestment in SG&A in the retail?

No, we -- yes, the -- on the expense cuts, we are thinking that that is the expense cut savings. There's not a significant SG&A investment that we see.

Thank you, guys.

Thanks for your questions, Jim.

And our next question comes from Rick Patel from Needham & Company. Please go ahead.

Thank you. Good morning, everyone and let me add my congratulations as well. I’m hoping you can dig into DKNY international a bit. Just can you update us on how much international represented as a percentage of brand sales? And given the success that you’re seeing, can you talk about the potential for growth through directly operated stores. I think you’ve a number of them in the Vilebrequin concept. So curious if you can do that with DKNY as well?

So, Rick, we have approximately 25% of our total sales that are outside of the United States for DKNY. And that that's a combination of distributors as well as retail venues that we sell and set up shop in shops in. So it is a different balance than we acquired. When we acquired DKNY, it was primarily outside of the United States. We brought it primarily to the United States and now we are rebuilding and expanding the global posture of the brand and that is a great opportunity for us partly because margins outside of the United States that we garner on a sale are far better. So we like the continuation of expanding internationally. And the other part where we have franchisees or distributors and regions as they grow they’re buying the product. It's their responsibility to sell-through the product, manage their fleet of stores and it's a nice model to have. It's one that we've had with Vilebrequin for many years. Vilebrequin has approximately 85 company-owned stores. The bulk of the fleet is outside of the United States and they have a similar number in franchisees. And the franchise model is a great model. The product, again, is bought, the store design is given to the franchisee and they manage the area. And generally, they know the area better than a North American owner. If we’re in Kuwait with a company-owned Vilebrequin store, I would say we would not succeed as well as an owner that lives in Kuwait or one that that lives in Russia. So it's a good model for -- it's a good path for us to follow. Our business with Vilebrequin is, strangely as small as it is. Vilebrequin is just over $100 million in total sales. It's an amazingly well-recognized brand. It is in every luxury resort in the world. It's like a cookie-cutter, you’ve seen one, you’ve basically seen them all. The product attracts you. The store design is simple. The size of the store is small and we’ve just gotten aggressive on opening up locations in China. As China is accepting luxury and leisure the way they do, and they love their children and they particularly love their sons, and this is a father and son brand. So it's a great candidate for growth in China and we're seeing that. We've opened one location. We have one in Macau, and we have three in Hong Kong and there's Shanghai and Beijing that are soon to open. So the opportunity is very significant with this brand than the product extensions are what we're going to look forward to going forward. This brand is about status, it's about water, it's about sunshine, it's about a smile and a rainbow and we are going to create product that’s consistent with that that blends with our swimwear.

And a quick follow-up question on outerwear. I think you mentioned that the order book would be flat, it's shaping up to be flat for this year, but it sounds like you're ready to supply resources if the season does shape up well. How are you planning inventories for outerwear as we think about this fall?

We have probably the longest standing relationships we have in production are our outerwear suppliers. And those suppliers take a position on our behalf. So it's probably the best classification for this company to chase. Our vendors have been with us, many of them have been with us for over 30 years. They've traveled from South Korea to China to Indonesia to Vietnam with us where they set up production facilities and we've never hurt them, we never abandoned them and because of that they take our lead without a defined liability on our side. So it's the best thing that we could do as far as having a little bit of risk for inventory that we do have and great partners that support the needs, the quick response needs for added inventory. And most of the production facilities that we’re in for outerwear not only dominated by us, a good deal of them are exclusive to us. So it's clear communication, it's -- well we have a sense that business is going to be good. We communicate that and the vendors take their risks accordingly. So …

Thanks very much.

You’re welcome.

I will now turn the call back to Morris Goldfarb.

Thank you for being with us today. Thanks for those of you that are consistent with us. Thanks for always being consistent and being tolerant of difficult years and better years. This is a better year and I think we’ve many more to go. So thank you.

Thank you, ladies and gentlemen. This concludes today’s conference. Thank you for participating and you may now disconnect.