Welcome to the G-III Apparel Group second quarter fiscal 2016 earnings conference call. My name is Loraine and I will be your operator for today's call. [Operator instructions] Please note that this conference is being recorded. I will now turn the call over to Mr. Neal Nackman, Chief Financial Officer. Mr. Nackman, you may begin.

Thank you. 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 per diluted share and to adjusted EBITDA, which are both non-GAAP financial measures. We have provided reconciliations of these non-GAAP financial measures to GAAP measures in our press release and on our Web site. I will now turn the call over to our Chairman and Chief Executive Officer, Morris Goldfarb.

Good morning and thank you to everyone for joining us. With me today are Sammy Aaron, our Vice Chairman; Wayne Miller, our Chief Operating Officer; Neal Nackman, our Chief Financial Officer; and Jeff Goldfarb, our Director of Strategic Planning. We are pleased to report results of another strong quarter. Just as importantly, we believe we have the momentum and the opportunity to follow up the solid first half with strong fall and holiday seasons. We are optimistic. Our wholesale bookings are up 22%, and we are booked 90% to plan for the year. We are assorted well in our specialty retail business and expect good growth in the second half in these businesses as well. We have had challenges. We have to continue to work hard to sustain our operational performance. We have consistently achieved or surpassed our goals, and I have confidence in our abilities to continue to do so going forward. We again outperformed in the second quarter, not only relative to our peers but also to our own internal plan. We are excited with improving trends in our business and excellent feedback from our customers as we move into the fall season. As a result, following an upward revision of our guidance after the first quarter, we are now flowing through the impact of a stronger than expected second quarter and even ahead of the key fall selling season, we are comfortable with an increase in our net income forecast. On a full-year sales increase of 13% to $2.4 billion, we are now projecting our fiscal 2016 adjusted EPS to grow by 25% to between $2.78 and $2.88 per diluted share. In the second quarter, we grew our total net sales by 12% to a record level of $474 million compared to last year's $424 million. The…

Net income for the second quarter was $12.5 million or $0.27 per diluted share compared to net income of $6.2 million or $0.14 per diluted share in last year's second quarter. Net sales for the second quarter ended July 31, 2015 increased 12% to $474 million from $424 million in the same period last year. Net sales of wholesales operations increased 14.5% to $391.5 million from $342 million, primarily as a result of increased sales of Calvin Klein license products with the largest increases in the women's suit, sportswear and handbag lines. In addition, we had increases in our Ivanka Trump, Andrew Marc and Vince Camuto product lines. Net sales of our retail operations increased 12% to $111.5 million from $99 million in the second quarter primarily due to a same-store sales increase of 21.4% for our G.H. Bass stores compared to the prior year's quarter. Our gross margin percentage was 35.5% in the three month period ended July 31, 2015 compared to 35% in the prior year's period. The gross margin percentage in our wholesale operations segment was 29.7% compared to 30.2% in last year's quarter. The gross margin percentage in our retail operations segment was 46.8% compared to 45.3% in the prior year's quarter. Gross margins improved significantly in our Bass retail stores. Total SG&A expenses increased to $141.5 million in the same quarter ended July 31, 2015 from $132 million in the same period last year. This increase is primarily due to increases in personnel costs, advertising costs and design and product development costs. The increase in personnel costs is related to an increase in headcount as a result of continued growth in our wholesale operations and to staff additional stores opened since last year. The increase in advertising expenses is mostly driven by an increase in…

Thank you for listening today. I think one important reason why we continue to be successful even when our industry is having a hard time is that we have managed to stay a highly creative and entrepreneurial company. Our diversified model which doesn't rely on anyone brand or category or retail channel means that there is always something new and fresh happening at G-III. People come to work every day with a lot of enthusiasm for what they do. We attract great talent and we learn from each other constantly. Our ability to create great style for great brands has become our greatest strength. We have that strength across the business. We reinforce it each time we make a new acquisition such as Bass or enter into a strong new brand like Karl Lagerfeld or expand our presence deeper in a key category as we are doing with sportswear. We are excited that not only that this creativity and entrepreneurial help us do new things well, it also enables us to take a fresh approach to the businesses we know the best. I would like to thank you for your time today. I believe we will continue to demonstrate to our investors that not only does this make G-III an exciting and dynamic place to work, that it makes us a great investment, year in and year out, as we set our set our sights on higher and higher goals. Operator, let's open it up for questions please.

[Operator Instructions] And our first question comes from Joan Payson from Barclays. Please go ahead.

Could you talk a little bit, I guess to start out about the third quarter revenue guidance, what plays into that in terms of the outerwear growth, the wholesale bookings that you're seeing up 22%? How that all sort of plays into what you're expecting for next quarter?

Yes. Look, we are expecting good growth in all the categories for the third quarter. At this point, we are fully booked on the wholesale side of our business. We take great guidance from the order book that we have in place. In terms of the retail side of the business, as we mentioned, the comps at Bass were 24%, my speech was 21%, I just want to clarify that, the comps in the quarter were 24%. We do continue to expect some significant double-digit comp growth from Bass for the balance of the year and mid-single digit comp growth for Wilson's, and that’s how we kind of roll it up Joan.

Okay. Great. And then on the footwear initiative that you mentioned, Morris, does that change at all how you think about potential acquisition targets going forward? And also what type of investment is required to develop footwear manufacturing capabilities?

I am not sure that it changes our outlook in the type of acquisitons, if that’s what you are asking. We have always had a broad view of what we could undertake and there was never a fear factor in taking on a footwear acquisition. As you know, we have Bass, and Bass is about two-thirds footwear and a third other in our retail venues. So we are currently producing Bass footwear on a direct basis. We are designing it, we are sourcing it, and we are selling it. So there is not a fear factor. The type of shoes we will be doing under Lagerfeld is definitively different and so is the brand. But we will -- we do have our antennas out there for acquisitions that could include a footwear acquisition. And we are excited by the prospects of bringing a footwear to market and it will be soon. I am sorry, your second question Joan, you had a follow up that I missed, sorry.

Yes. Just around what type of investment would be required to develop additional footwear manufacturing capabilities?

A little bit more than traditional outerwear. We have hired some amazing staff. As some of the industry has undergone some difficult times, the opportunity to garner the best in class talent is ours. We have gotten very lucky in hiring top talent and we pay them. We incentivize them. And at the end of the day, everybody prospers if the business is good. But it's no more costly than any other venture we have gone into on a start up.

Okay. Great. And then my last one is just that you've mentioned in the past that there's potential for 20% EPS growth going forward, and you're now tracking well above that for this year. Is that still the target in mind on a go forward basis or are there any other sort of areas where you're unlocking additional value?

Look, I think that we have lots of different opportunities, obviously we are adding additional opportunities for growth in terms of new categories. I think that our mantra continues to be that we see high single, low double digit top line growth in the existing portfolio. We continue to see the ability to leverage the business, certainly within new categories, our revenue expectation is up in terms of that range. And we feel, see ourselves as a high growth EPS company going forward.

And Joan, I think I need to reinforce the fact that all the growth that we have had is organic, so it doesn’t include the new initiatives that we are investing in. Karl Lagerfeld is a very large initiative for us that is likely to prosper in a short-term. In the next couple of weeks, we will announce a couple of additional initiatives. So we will take it out of pure organic growth. So I don’t think there is a concern internally for providing growth.

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

Congratulations on another solid quarter. Just following-up on the guidance, firstly, if you could just help us explain on a full-year basis, obviously a lot of visibility in the back half from an EPS perspective, but you kept your full year sales target at $2.4 billion. So maybe just with the visibility that you do have, could you just walk through the rationale for kind of maintaining that sales guidance at this point?

Yes. Erinn, we took up internally where we were at the third quarter slightly, the $2.4 billion in terms of an approximation. It's still probably a good approximation. Again, we have got an order book that’s booked out for about 90% of the year, so we do still have some work to do in terms of our wholesale business and obviously we have a lot of retail assumptions built into the back half of the year. But we are comfortable with the growth, we are comfortable with the forecast that we have on EPS growth. We think it's a very very strong year and that was really our rationale.

Okay. Thank you. And then, Morris, for you on the Karl Lagerfeld opportunity. Could you just -- I think, it's the first time you've given a revenue opportunity longer term for the business. Can you just talk a little bit more about what you guys have been doing in the development phase? It sounds like you'll already be shipping some product in Q4. And just when you talk to retailers about this line, what gets them excited and where will we see this on the retail floor?

Look clearly -- I will start with, I won't go in order of your questions, but what gets them excited is the iconic positioning of this brand. As we all know, Karl Lagerfeld is the creative director of Chanel and every retailer in the world is very, very excited about seeing our execution and interpretation of what Karl Lagerfeld is going to mean to the North American market. So there is a lot of enthusiasm. Our order book is pretty strong for the retailers that we targeted. We have several department stores we are launching. You will see the product in about 60 days beginning to hit the floors. You will first see it in dresses, sportswear, coats, and handbags. Yet to come, which hopefully will get some part of first quarter, will be the footwear side of the business. And as we showed historically, these areas that we have a competency in, have great potential to generate great dollar volume and prosperity. So I am not really concerned about the half a billion dollar number that I have given out. It's quite achievable over time, and it's a brand that we have for the first time, and it's a significant brand that we have unique control of. So we are looking at this as a very important component to G-III's future.

Okay, that's helpful. And then I guess, Morris, on the handbag side. You mentioned in your prepared remarks that the Calvin Klein handbag business remains very strong. Can you just help us think about who you're taking share from? Like the overall handbag category has been a little bit more sluggish and maybe just your thoughts on the category going forward?

The handbag sector is, I guess, we all read the same papers, has had some troubled times. The competition that’s on the floor of department store is really who we are taking market share from. I hesitate to point to anyone wholesaler, there are some wonderful people that have slipped through the moment and we are progressing and garnering additional space. Our product is performing -- actually, I hesitate to say it but I believe it's pretty much best in class in the department store on a percentage growth basis. We have got a long way to go. We are not the largest brand in the stores but hopefully we get to be number one, two or three in the near future. But on a growth and performance basis, we are very proud of our achievement and it continues to get support at every level. So we are pleased with them. And as I indicated, there is going to be another segment to the handbag business that we will have that Macy's initially which I guess we will call the at leisure component, which is that girl that take a nylon bag or a neoprene bag and go the gym or go to the movies. And it's far less expensive, it will be created with sensitivity to having a good time and far less formal than what we have on the handbag floor. So that’s another component of the business that we have just added on. We haven't shipped it yet. It will be in the stores very very soon, probably within the next 50 days.

Great. And then just my final question would be again for you, Morris. Just obviously that momentum organically, it's been very strong. But if you could just take a moment and discuss what you're seeing on the acquisition landscape? What does the pipeline of opportunities look like? What are multiples looking like right now and how are you prioritizing your time on the acquisition front? Thanks.

I am spending a disproportionate amount of time on the acquisition front. We have looked at many opportunities and we have either rejected the opportunities or we have been rejected on the proposals. It's part of what we do and it's an important part of what we do. We are very select on what we believe integrates well into our future. So it's hard work. It's work that we enjoy. We have a talented in-house group of people that work at this and we are likely to find an acquisition within a reasonable period of time, whatever reason is in finding a good acquisition. It's hard to put a calendar to it. But we have been close and walked away from the table. We have been close and another party walked away from the table. So we are looking there at several opportunities that we are still pursuing.

Thank you. And our next question comes from Ed Yruma from KeyBanc Capital. Please go ahead.

Congratulations on an outstanding quarter. Morris, on footwear, you've dimensionalized from time to time kind of market opportunity. I know you said Lagerfeld is $500 million for the brand. How do you think about the footwear opportunity? And I guess also how should we think about, or how do you think about the competitive set there? I know you've obviously grown to dominate in many of the classifications you target. How would you characterize the competitive set in footwear versus other classifications that you've entered?

It is competitive but so is the dress business, so is the coat business, so is the handbag business. We do well when it comes to competing. This is a new segment of business and as always, we are approaching it with best in class talent, best in class development sourcing, fabrications. There is no hedging on putting our best effort into making this extremely successful. We are not really concerned about what the selling floor looks like today. We have a little bit of an advantage. We are a company that is in favor in most of the department stores that we trade in, it's not all. So we will certainly be given an opportunity to present what we do. We will be given floor space to test our product. We are sensitive to price points in footwear as we are in performance, as we are in suits, as we are in coats. So it's basically the same model that we established as the coat resource a few years ago. So you are likely to see additional brands that will be housed in our footwear silo in the coming year. As this succeeds, it's easy to tailor on additional brands.

Got it. And obviously it's a very nice result for G.H. Bass. How should we think about the overall profitability of the business now and, Neal, what you have embedded kind of as a financial contribution embedded within guidance?

Yes. So last year, Ed, as you know, it was a money loser for us. This year it will make some money for us. Not a significant amount, we still think there is a long way to go. As I mentioned earlier, we have got double-digit comp growth that we are still anticipating going forward. Business is performing at about $250 square-foot productivity level at the current moment just in the outlet piece of the business. Obviously we are very excited as well about the wholesale opportunities in the G.H. Bass brand as well. So I think it will be a nice contributor for us this year in terms of a change from the prior year and then still have the good news going forward.

Great. And one final question. Morris, your performance has outperformed the overall department store space for a number of years. I guess just at some point, does G-III's continued growth necessitate a healthier department store base or do you think you can continue to take share? Thank you.

Historically, I have been doing this for a long time, this company has prospered in difficult times. In difficult times, retailers cull down their risk piece of business and marry to a safe profitable proposition. And we have proved out to be that safe, profitable proposition. Resources that are second tier are generally eliminated in difficult times and space is given to success stories. To places that margin is best. The place where creativity it at a pinnacle. And that’s what we do. We create, we deliver and we are sensitive to the profitability and the needs of the retailer. So we approach it a little bit differently. We have a team of people that first shop retail to see there the void is. Whether it's a brand, whether it's a style, whether it's a price point. And I think that method of operating internally is respected by every retailer. So in troubled times I think they turn to the best. And I am very proud to say, I feel that this company is the best.

Thank you. And our next question comes from Rick Patel from Stephens Inc. Please go ahead.

I'll also add my congrats on terrific results in a tough environment. Some big department stores out there have talked about getting leaner with inventory management and I know that this has been a theme for a while now but it seems like they want to continue getting tighter. Can you talk about how this impacts the way you manage your own inventories? Are you buying leaner than you once were a few quarters back and does it mean less upfront shipments and more replenishments to your customers? Just a little help understanding how the changes are affecting you?

We kind of have a balanced business, part of it is replenishment. Part of it is brought up front. We have an amazing team of people that have joined the company over the, I would say the last 36 months, that are on the planning side. So we generally -- we approach the business not playing defensively, we are fairly aggressive. But we are, call it cautiously aggressive on inventory risk. We have some brands that generally do not provide difficulty in moving through the retail system. And our inventories in the worst of times have been managed well. And this kind of plays into my prior response to, when things are tough, I guess the best inventory is sought out first. So we manage our inventory well and we have great inventory to support our retailers needs. We are not blind. We are very aware of sales trends. We are very much aware, probably more so than most, of economic trends both at the retail level and at the global level. We are great students of it. And I would say that our business takes on the posture that we internalize at the senior corporate level and it's worked. I have no concern for our inventory levels.

And I'm also curious about the health of the active wear market. We've seen a number of companies trying to make strides in this category as of late. So I'm curious if the heightened competition is having any impact on your ability to scale this market? And secondly, as you think about the market as a whole, is it still growing double digits or have you seen it start to cool now?

It is a crowded market, you are absolutely right. But what I have found, and I did have a concern as late as yesterday. I shop what we do internally and what a crowded space has done, it's motivated our people to work harder to be innovative and, again, to be best in class. So it's not just a replenishment pant that we offer, it's just not a sports bra that we offer. Styling changes every couple of weeks in our area of business. We manage it, again, some sensitivity to the inventory. We manage that inventory very carefully but we are very fast to change style and I would say that many would say that we set the tone, the pace and the productivity of that sector. So it is crowded. I don’t know what the future brings. There is talk of a women looking towards possibly wearing a denim pant rather than an athletic pant, a performance pant, and that may change the profile of what we do. But what that will do is it will motivate us to find a denim company to supplement what we do. We are great students of fashion, great students of retail.

And lastly, can you update us on where the sales productivity stands for Wilsons and any updates to your long term target for that concept?

Yes. So year-to-date we are about flat at Wilsons. We were up small single digits in the second quarter. So our productivity now is around 390 per square foot. We have not put a cap on where we think that productivity lands. We continue to look for ways to improve. Outerwear still dominates the business. I think our accessories business could still get better there. So I think we will continue to see growth there, probably a little bit less than what we have seen in the past but continue to see good growth. And of course we have got an opportunity to growth footprint as well. So in terms of looking it as a growth vehicle, we certainly still look at that business as such.

[Operator Instructions] And our next question comes from David Glick from Buckingham. Please go ahead.

I add my congratulations to the team on the quarter. Morris, I had a question on operating margins. If you look at the last three years, you made some modest improvement each year. Obviously, strong top line but you're making a lot of investments in some of the brands and categories that are doing very well this year. This year seems to be a real inflection point with at least 100 basis points of improvement. Your goal has been double digits. You're getting closer to that. I was just wondering if you could update us on how you're thinking about the operating margin potential for the business and how potentially more licensing income and then your joint venture ownership in Karl Lagerfeld kind of plays into the operating margin structure going forward? Thanks.

The operating margin as you cited is somewhat affected by the new businesses that we are developing. Some you are aware of, some you are not. We will launch two additional areas of business before the end of the year that have not been announced yet. They are in development. There is a good deal of money spent. So that’s not factored in. You are assuming that it's all Karl Lagerfeld, it's not. So we need to dissect it a little bit further than what you are seeing. As far as the licensing revenue that we are expecting, it's not only Lagerfeld but as Bass improves, our licensing revenue at Bass is going to grow. The pieces that we are doing internally are all the women's sportswear and the retail. Short of that, we need to remind you that Genesco, who again is best in class footwear and PVH who is best in class in apparel is licensing classifications from us. The PVH is doing the men's, it's growing, the royalty revenue is increasing and thirdly, we signed an important license in Europe for footwear as well as retail stores. There will be a retail store opening I think within next six months that will be first and we assume before the year is out there will be four to six. And those are under license. We think the first store is going to open in Soho in London. So there is a good deal that will be -- good deal of licensing revenue over time that will be generated through the ownership of Bass. As far as Lagerfeld is concerned, we will take on all the women's initiatives. There will be a jewelry licensee where we believe we are close to signing on a jewelry licensee. There will be men's sportswear, tailored clothing, shirts, tie suits. There will be skincare. There is a lot to go with Karl Lagerfeld as far as generating licensing, shared licensing revenue. And again I need to remind you, we only own 49% currently of North American piece of Karl Lagerfeld. And we will be opening several stores with Lagerfeld within next 12 months. The first few stores will be flagship and there is a strong possibility we will open Karl Lagerfeld outlet stores. So, again, addressing the growth historically, meaning this year that’s organic, I think I am citing some major opportunities in new growth that has been untapped.

And David, just to add to it from a numeric standpoint, I think that we continue to see in the short term the goal of getting to low double digit operating margins for the business. I think we have shown, certainly shown a good ability to launch new things and not have that impact us significantly or bottom line growth has been stellar over the years as we have launched a lot of new initiatives and I think we continue to do that very well. We step into new things and do it cost efficiently. So certainly in the near term that continues to be our mantra. Certainly as you look at the portfolio that exists today, I think in the retail side of our business, that’s really where there is the lowest hanging fruit is for us. The G.H. Bass business, again as I mentioned earlier, having a very good year this year but really our expectation for that is to have continued significant positive growth on that business from a bottom line standpoint.

Thank you. And our next question comes from John Kernan from Cowen. Please go ahead.

Congrats on another excellent quarter. Morris, could you comment on how you expand your leadership position in dresses in U.S. wholesale channel? How big that business is now and where you're taking that business?

So our dress business, again going back right there, our dress business is north of $500 million of retail. So we are clearly the leader in this sector. We have some very important brands. As the industry is culling down some of the resources have evaporated, some of the department stores have eliminated some existing brands. We are growing pretty much all of our key pieces. So it's a great piece of business for us. It continues to grow. To tell you the truth, the first exciting feature that we get on the Monday morning when we look at sale is, how did dress business do. We get energized when we see the out performance and when we comp it to what the departments on the dress floor looked like, we are far superior on a weekly basis. So we are competitive. We plot ourselves. When we do well on a given week and we can see sulking faces if we haven't been big enough. So it's an aggressive team of people that I have to tell you, these guys take no prisoners. We are growing everyday on the dress side of the business and I am in tune with the retailer, the sector is not growing nearly at the pace that we are. And, again, another testament to the team at G-III. They do a great job of performing in tough times.

That's helpful. Thanks. Morris, you have a lot of knowledge in terms of the sourcing business. How would a material devaluation of the Chinese currency affect sourcing costs in the Far East?

It's a strange thing, when currency goes the other way, there is always a very quick increase in prices. When you try to renegotiate prices because the U.S. currency is stronger than the currencies in countries that we trade in, it's very hard to get the benefit of it. We are succeeding mildly. I was on a phone call late last night and trying to revise some prices going forward. Clearly the on order status that we have, we are not going to get any benefit for them. There are no adjustments that are doable in trying to get a discount in products that’s on order. But I would tell you that for part of fourth quarter, part of first quarter, we believe we do get a benefit in currency, a small benefit. Not to the degree that the devaluations of the currency.

Okay. That's helpful. And then if I could just sneak one more question on G.H. Bass. Pretty incredible comps. Can you just give us some color on what drove the comps between traffic and ticket?

Traffic, okay. Traffic is clearly down. Traffic is down. I could tell you the traffic was down 4% in the Bass and conversion was up 9%. So we work hard at closing the sale. So in spite of traffic being down, for us to comp better than we had expected, better than we had planned, we are comping at 24% for Q2. It's down traffic, I would say it's great. We are communicating much better with our customer and we are communicating both at the store level, pricing is much clearer. The apparel piece of what we do has gotten significantly better than it was a year ago and what's yet to come is the perfection of some key footwear initiatives that we have. We do own what is mainly this year's key fashion statement which is the Weejuns. There is a hardly a supplier of men's footwear that does not have a Penny Loafer on their line and promoting it. Well, we would say that Bass founded the Weejun and we own the heritage and the story that was promoted as good as anybody. So there is much more to come on Bass as we perfect the footwear piece.

And our last question comes from Liz Pierce from Brean Capital. Please go ahead.

Congrats on a nice quarter. Just related to G.H. Bass. In the few stores that I have seen, you talked about the apparel side as improving, how do you see the mix in the store ultimately between [indiscernible] footwear, hard goods and apparel?

So the mix currently is about a third men's footwear, about a third women's footwear and about a third other which would be men's apparel, women's apparel and accessories, would blend into the third quadrant. We believe that it will tip a little bit more to the apparel side. I think that we should be able to get apparel and accessories to better than 40% of the business and footwear, men's and women's maybe 28% to 30% in each gender as the formula for success.

Are you rolling out new fixturing to enhance how the apparel is going to be presented?

We are testing new fixturing concept. We are looking at flagship stores. We will probably open within next 12 months, two or three flagships under Bass as we perfect the products which I believe we are very close to and as we are proud of what we are selling. We will put it in key markets and we will test a new fixture packages. What we are fixturing newly is shop-in-shops. You will see at Macy's, Harold Square, in I would say about two to three weeks, a new Bass shop. The first Bass shop in women's. And there will be a rollout of about 125 doors at Macy's. Some with hard shops, some with soft shops. And there will be about 100 and somewhat doors at Dillard's in the Bass as well. So you will see some evidence of how we are going to tell our story through fixturing and marketing.

Thank you. We have no further questions at this time. I would now turn the call over to Morris Goldfarb for closing remarks.

Thank you all for spending the morning with us and I can't wait till third quarter to tell you how we have succeeded with all our initiatives. Thank you very much for being with us.