Welcome to the First Quarter Fiscal 2021 Earnings Conference Call and Webcast. My name is Sidney and I will be your operator for today's call. [Operator Instructions] I'll now turn the call over to Neal Nackman, Chief Financial Officer. Sir, 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 which are both 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 Web site. I will now turn the call over to our Chairman and Chief Executive Officer, Morris Goldfarb.

Good morning and thank you for joining us. Also joining me remotely today is Sammy Aaron our Vice Chairman and President; Wayne Miller, our Chief Operating Officer; Neal Nackman, our Chief Financial Officer; Jeff Goldfarb, Executive Vice President; and Priya Trivedi, Vice President of Investor Relations. I'd like to address the recent events and related protest throughout our country over the past 10 days. We at G-III maintained a zero tolerance position against racism, inequality and injustices of any kind. We strongly believe that we all need to do our part to make a difference both internally in our company and externally in our communities. We are committing our support to UNCF and other organizations and the effort to help eradicate social and racial injustices. Furthermore, the Coronavirus pandemic has sent shockwaves throughout the world. During these difficult times, the health and wealth well-being of our employees, customers, partners and communities remain our top priority. Let me take a moment to highlight and thank the heart and soul of our company and our greatest asset, a world-class global employee base. They have been working remotely and harder than ever with incredible dedication, drive, compassion and care through this crisis in order to keep us operational. As this pandemic as evolved we thought it's imperative to continue to assist our community in large. We are contributing money to where our philanthropic partners to ensure they continue their important work. We have our leveraged our supply chain to donate PPE to medical facilities, first responders and police departments in the United States. The challenges we face from this pandemic are significant. G-III is an adaptive and agile organization with an entrepreneurial culture that keeps us flexible in these difficult times has allowed us to add very quickly to address a multitude of…

Thank you, Morris. Firstly, let me address the retail restructuring which we announced this morning and includes closing all of the 110 Wilsons Leather and 89 G.H. Bass stores. We are pleased to have reached a deal with our landlords that provide us with the flexibility to liquidate our stores as they begin to reopen. We have hired Hilco Global to assist with the liquidation which will begin immediately as stores reopen. As a result, the company expects to incur an aggregate charge of approximately $100 million in this fiscal year, primarily related to landlord termination fees, severance costs, store liquidation and closing costs, write-offs related to right of use assets and legal and professional fees. We expect the cash portion of this charge to be approximately $65 million. Now turning to the results of our first quarter ended April 30, 2021. The Coronavirus pandemic has had a significant impact on our first quarter as Morris indicated; we ended this fiscal year with good momentum. However, mid-March we were significantly impacted by the outbreak of the pandemic here in the U.S. and the great majority of our retail partner stores, along with our own outlet stores were closed under statewide shutdown orders. So with that perspective, let me walk you through our results. Net sales for the quarter ended April 30, 2020, decreased approximately 36% to $405 million from $634 million in the same period last year. Net sales of our wholesale operations segment decreased approximately 34% to $379 million and $571 million. Net sales of our retail operation segment for the quarter were $34 million; approximately 59% lower compared to last year sales at $82 million. Our gross margin percentage was 30.7% in the first quarter of fiscal 2021 as compared to 37.3% in prior year's period. Gross margin…

Thank you all for joining us today. I've always said that we at G-III are fortunate to have a highly skilled and experienced management team. And this pandemic has really put them to the test. I'm incredibly proud of how well they rallied themselves and their teams to respond and creative in innovative ways in order to enable us to manage through the effects of this pandemic. Our ability to quickly respond to changes in the marketplace will enable us to effectively navigate through these challenging times. We have the experience talent, global alliances and financial flexibility to manage through this most difficult period and to continue to be a leader in our industry. We also believe that as opportunities arise, G-III will be in a position to capitalize on the ones we think will fit in our company. We will emerge much stronger and we will prosper. On behalf of the entire G-III organization, I'd like to thank all of our shareholders and stakeholders for their continued support. Operator, we're now ready to take some questions. Operator? Neal?

I'm here.

Do we have an operator?

[Operator Instructions] And our first question comes from the line of Edward Yruma with KeyBanc Capital Markets. Your line is open.

Hey, good morning. Thanks for taking my question and hope you and your teams are staying safe and healthy. I guess a couple quick ones for me first, on the retail business, maybe on a trailing basis, if that's easier, kind of what were the losses of the piece that you are disposing of? And kind of I know, you said that you hope that the remaining piece returns to profitability, but kind of any timeframe around that. Second, Morris any commentary on the outerwear backlog and maybe also clicked down a little bit on your comment on opportunistic inventory purchases in the back half? Thank you.

So I'll take the back-end of the question first, then. Back on our order book on the code side of our business is down approximately 30% compared to last year, but we're in the process of renavigating that piece we have an opportunity to do business in excess of last year. Our retailers are now back in business, our factories are waiting for additional orders. The mills have availability of piece goods, and we can do business in excess of last year's numbers in the code side of the business if all the stars are aligned. I'm sorry, the second part of your question that didn't relate to the [indiscernible].

Yes. So, Edward with respect to retail losses last year -- the retail segment lost approximately $55 million on excluding the impairment charges. A great majority of that was from the Wilsons and Brass business as we've said in the past, the Donna Karan business has run losses, the combination of Donna Karan and Karl Lagerfeld has run losses and primarily that is a result of trying to get the formula right, we have a very small store base, we expect to expand that store base and be able to leverage that business. In the first quarter, we continue to run loss in the retail segment that probably doubled from where we were -- just under doubling from where we were in the prior year. And yes, in terms of when this becomes profitable, it's a little bit challenging to pinpoint that we're not really even out with guidance on the entire business for this year. So, it's very difficult to assess that at the moment.

The second part of your question targeted at me, which was the opportunity buys we have an innovative entrepreneurial team that lives overseas in an assortment of countries. And their challenge has been to find opportunity buys in fabric, a lot of what we're looking for today are core basics, fashion is not as important this year going forward. But whether it be fleece or a denim or some technical fabrics that are common to many vendors, we're finding opportunity buys that we believe we can take advantage of to enhance margin and create a suitable third and fourth quarter business. So that was my reference to opportunity buys.

Thank you. And our next question comes from Erinn Murphy with Piper Sandler. Your line is open.

Great, thanks. Good morning. And I hope you're all staying safe as well. I guess my first question Morris is for you, could you just speak to what you're seeing at POS as your retail partners have started to open stores? And then how does traffic or how has that been looking, particularly if there's any major differences between regions?

Sure. Prior to the protests and more specifically, prior to the lootings, business was tracking at about 30% to 35% off would be the closest number I could give you throughout the department store sector and even the off-price sector, their business was on the early stages of coming back. They were -- most retailers were surprised that it was as good as it was. And we were on track to recapture what we left off with. Today, the interruption caused additional stores to be closed. So the door count, I don't know exactly but one of our retailers closed approximately 50 additional doors, another one closed 30 doors. So it feels like 20% of the door count was shuttered until there's clarity on what the looting situation is. Some of them will be delayed and reopening because they were totally damaged. There was a lot of damage that was done to the physical facilities, the looting of all the inventory. So that'll take a while to get back into business. But there were many stores that were shuttered in anticipation of losing that will simply open up. And it seems like traffic is down about 25% in the stores that are open, obviously, and the size of the basket has grown significantly. It seems as if the shopper that's out there are truly is a shopper and not just walking through the stores. They're armed with money and they're eager to buy. So the sales are driven by greater conversion and bigger basket. So we're quite hopeful to give you an idea of what we look like. We have 60 stores in China. And for the month of May, they went through the pandemic as we all know, for the month of May, they comped up low single digits. So we're hopeful that we can follow that pattern. And we believe that there is a good life to come.

Thank you. That's very helpful context. I guess the second question I had is just on the furloughed labor, I think you said you furloughed 60% of your wholesale labor. How do you think about the pace of bringing back labor and are you having to currently compete with unemployment benefits for -- whether retail -- the existing retail you'll have left or the wholesale furloughed labor?

So we have a plan to begin to come back to work on the 15th of June. We will start with a skeleton crew. We've polled our associates to see who is willing to come back to work and who has handicap, the childcare or health issue or simply a fear of coming back to work. And we believe we'll open our doors with approximately 200 people that are properly spaced, properly guided with PPE equipment. We have temperature monitors in our lobby. We have control of five elevators that are exclusively to G-III -- used to G-III. We will permit only four people in an elevator at a time. We'll stagger schedules. And I believe we'll figure out what the best formula is. We're coming in with a strategy, but a strategy that given the problems that we might occur that could change. Now the scale of the operation and on site is a valuable number. We may permit some people to work from home for a period of time. But culturally, we're about working on site and however long that takes, we will all be together sooner or later. And so we're looking forward to it. The off sites have worked incredibly well. We've had committed people that dedicated all their time probably worked harder from home than they do in the office and it doesn't go unnoticed. It's appreciated. And needless to say, most of the people that worked as hard as they did were affected by salary decreases. It wasn't about money. It was about the culture of the company. It was about passion. And it's what we've always advocated. So this is a wonderful company to be associated with, I must say. So Erinn, I guess normality will come as soon as it come.

Thank you. Our next question comes from Matt Gulmi with Wells Fargo. Your line is open.

I think ecommerce is roughly 25% of the business. If you guys can just talk about what you saw at wholesale.com and DTC in the quarter and what you're thinking about, as far as the size of the remaining Wilsons, Bass business and like Morris mentioned, its profitable, but any additional color there any thoughts on that business going forward.

So let me address your last comment. The size of the Wilsons, Bass business will be limited to a little bit of wholesale with Bass, the rest of the business, the retail brick and mortar is all going away, all of it. As soon as that door is open, we will go through a process of liquidating our product. We've engaged Hilco Global to assist in that process. Landlords have been great. They have accommodated timeframe, if we're done quickly. We will shut our doors and go away. Our rent in the period of time that we're liquidating is either a percentage or at a very reduced rate. And we will augment the inventory that we sell through to help ourselves on inventory that sits in our warehouse whether dated or current that was cancelled. So, we are done. Again with Bass Wilsons, the pieces that will remain will be the online piece. There's royalty that we derived in as a licensor for Bass in several classifications. So that just sort of drops down to the bottom-line there, but there won't be any costs attached to operating those retail. So retail that will remain is DYNK and Karl Lagerfeld. We're going through a good period of time, our business during the pandemic, when stores were closed. Our online business was up approximately 60% compared to last year on both Karl Lagerfeld and DKNY. And last year was a unique year for Karl Lagerfeld. Karl, this amazing man and his iconic designer passed away and we had amazing business during that period of time, everyone wanted a piece of memory of Karl. And in spite of that our business this year -- for this period of time is comped up 60%. So where our customers online business has prospered as well. Some of them doubled their online business we're the beneficiary of some of that we provide product for it, warehouses were geared and maybe accommodations to dropship to the direct customer on occasions and fulfill the need of the department stores and supplying them with needed online product. So we were controlled on retail, we recognized the significance of our online business and we believe in the coming year. We can be as much as a third of our total business will be dedicated to online sales.

Okay. That's helpful. And then, if I could just follow up with one more. There's a big focus on denim this year at three of your core brands. And given recent events, I think denim has been speculated as a less popular category as consumers are kind of focusing on things to wear at home or exercise, et cetera. Have your plans changed at all with the rollouts? Are those remain on schedule or kind of how are you thinking about that?

Quite honestly, quite to the contrary, we read the same press. But we're not the recipient of for business in denim. Our business in the denim areas is exceptionally good. One of the early dedications to future inventory that we just worked on was buying a significant amount of denim for third and fourth quarter. We launched extremely well with CK, Tommy and we had a softer launch with the DKNY was not intended to be a big business this year. But if anything, our denim business is better than we had anticipated, not an area to be concerned about.

Thank you. And our next question comes from Rick Patel with Needham & Co. Your line is open.

Few questions on inventory. First, can you talk about the current composition? I'm curious how much of it do you consider to be seasonal that means right now versus product that could be packaway or held back until demand. And then second, I just wanted to follow-up on earlier question and just get clarity on how you are planning the fall, actually seeing opportunities in outwears, does it mean that you're planning inventories up for those certain categories? Or does it mean that you're not predicting the pace, if you see the [indiscernible].

Okay. There is this level of seasonal inventory that we're trying to manage our way through as stores are open. There's a level of pack away inventory that we are dealing with. The pack away inventory, in many cases, has an order attached to it. We were at the early stage of shipping our swimwear and most of that, just went to the sidelines. It was too late to ship swimwear as the store is open. And we've gotten orders that relate to resort for our swimwear. So we've solved the problem of inventory. We accommodated the space needed to house -- what is considered pack away. And the bulk of our issues are the kind of fragmented in every area. It depends on the classification. We've always described our business operationally as fragmented by classification. So not all our classifications are equal. Performance to active wear, leisure wear, area of business is very strong. That's all anybody -- has worn for the last three months. So, clearly there are no inventory issues, there have been significant reorders. And that area is virtually clean of inventory where our inventory strike really exists. We do have a prom business. We do have a social dress business. So the first thing that we did, as this pandemic occurred and we realized stores were going to be closed and there are not going to be very many social gatherings. We tried to cancel every bit of products that we could, we didn't catch it all. So we're sitting with a little bit of social dressing, we're sitting with some career suits, we're sitting with some day dresses, but short of that we're okay on the inventory side. The pack-aways and somebody described it, we're going to put a ribbon around some of what…

No, it's great. And just to clarify the statement you made earlier on outwear. I think the order book is down 30. But you see the potential for that business to be higher. Are you planning inventories up for outerwear or do you think that you're just in a position to chase, if you see that demand manifest?

It's kind of a better question asked of me, unfortunately, in a couple of weeks. Now, we have this window of opportunity to still execute third and fourth quarter that only goes a few more weeks and we hesitate to be too aggressive. We don't know what's coming our way and then in the second round, we don't know how quickly all the stores that are attempted to be open will open. So as we do the analysis, I'll have a better idea as to how we manage our inventory. The last thing I want to do is have excess of inventory going into next year. We like the story, we have plenty of cash and we're fine. I don't want too come back to you and say, we have plenty of inventory and we're fine. I'd rather be with a cash.

Thank you. And our next question comes from Heather Balsky with BofA. Your line is open.

I was hoping. Morris, you talked a little bit about potential consolidation in the industry on the wholesale side and ability to retain those customers. I was hoping you could talk about you over the past few years as you've seen stores close. What you and your partners have been able to do to retain those customers, whether it's online or another store? And I guess, maybe a little more color on how you see the industry, your team over the next year or so given what's happened, what you think your wholesale base will look like? Thanks. And just throwing in, just also what can we infer margins to some of these were under productive stores closed? Thanks.

Thank you, Heather. So, having five power brands is an amazing advantage. When a retailer takes their magic wand and says, everything is cancelled, it hurts for a minute. They sit back. They recalculate and say we can't survive unless we have the brands that draw our customers when our doors open. So the first things -- the first level of business that were corrected after the first cancellations were the brands, the brands are what draw customers through the door whether it's a club and off-price channel or a traditional department store. What the customer really is looking for is value for product. It's not necessarily the cheapest product out there. They want to know that the product that they're buying has got intrinsic value that generally is attached to a brand. So we got a huge percentage of our orders reinstated, we're almost on a normal process, and we believe that -- not we believe, the orders that we got reinstated were not at discounted rate. We didn't permit that to happen. We have alliances with our retailers that go back many years. And in most cases, we're either the first, second or third largest vendor to those retailers. So there's a respect. There's a need and which goes both ways to make the accommodations and we're fine on the margin side. The dilution is not what one would expect during this crisis period. I'm happy to see. I was concerned, obviously, going into it but we're okay. We have our challenges but the partnerships that we've created over -- this company has been in business actually since 1956. And some of the alliances are 30, 40 years old and they do look out for our longevity. There is a high dependency on us. And the retailers that we trade with, in most cases are not high risk. We don't provide products for J.Crew. We're not stage stores provider. We don't do Forever 21. What we do, there is a risk at Lord & Taylor. We were hurt slightly with J.C. Penney and Neiman's but nothing astronomical. And the doors that we have a high dependency on don't seem to be greatly affected. Macy's is our largest customer. There's talk of their door count decreasing. If it does, if their door count does decrease, it will be their d-doors that generally don't affect us to any degree of it. If there is an effect, sometimes it's positive because we do participate in helping them on margin assistance. So those are the stores that historically have been the culprits in our world. So we see Dillard's maintaining their business. We see Kohl's becoming a better retailer. Stepped into a Kohl's and saw how they reassorted their mix. And needless to say, there is a Walmart business to address. And we've cited some opportunities through all of this that we've never realized we had and we're pursuing those. So we're excited about our time in this industry going forward.

Hi, if there is time for a follow-up Neal, I was just wondering -- was there any I guess, reserve for future markdowns or markdown dollars in the first quarter gross margin just wondering if there's anything there? Thanks.

Neal?

Yes. We continue to provide markdown support and accruals and we did that in the first quarter as well.

Thank you. And our next question from John Kernan with Cowen. Your line is open.

Good morning. This is Krista Zuber on for John. Thank you for taking our questions. Just to kind of a follow-up on that, the $100 million, Neal, that you outlined for the one-time restructuring for the retail segment restructuring. Just kind of wondering in terms of the cadence or how that will be spread out through fiscal '21? And then, just on the follow-up question with really just sort of in response to the liquidity and cash flow generation. Can you provide us with an insight of how the run rate of CapEx could be expected to change? Do you foresee any paydown or the portion of your ABL or your term loan before their maturities in '21 and '22? Thank you.

Sure. So with respect to the cadence of the liquidation charges that will hit us significantly in the second quarter and the third quarter. With respect to CapEx, we did about $6 million down from about $13 million in the first quarter. We've really clamped down on really almost a low capital expenditure. So I would expect that will continue to stay that way for a good balance of the year. With respect to paying down the term and the ABL, again, it's very hard to look into the future of the year and what sales will be, what profitability will be and therefore what cash will be. So at this point, I wouldn't suggest that we'd be paying down the term. Again, we look at what we've got on hand and feel very comfortable stepping into what we hope will become the new normal and see business start to rise and then we'll have a better sense of what we're really looking at as the year unfolds.

Thank you. And our next question comes from Dana Telsey. Your line is open.

Morris, as you think about the promotional environment going forward, as these stores reopen, what are you expecting and what do you think it looks like? And then just secondly, if I may on digital, given that digital was the only thing that was open during the time period of the store closures, what insights did you take away from digital whether your own or your wholesale partners and the margin characteristics and customers on the insights that you learned from it? Thank you.

Stores are opening with Easter inventory, quite honestly. There's inventory that was staged for an Easter selling period. And those goods are going to be highly promotional. It's time to get rid of it. It's not going to get any better. And if we see product that looks really, really cheap, it's inventory that should be out of the store. As they replace that inventory with more current goods, we're seeing a normalized margin. We're not seeing product that's highly promotional and sales are quite good attached to it. So we don't see this as just gift giving. This is literally just the stores giving away product. We see it as a profitable period of time and as soon as the date of the inventory is put out of the way. We learned on the digital side that we don't spend enough money to be important on digital whether it's our own site or our customer site. So we've created a budget that we implemented part of it that relates to our customers and we've gotten a pure benefit of it. You see it almost immediately. So as I said earlier, Dana, if you were on the call, we believe that our overall business as a percentage of sales, digital will be this year in the vicinity of a third of our overall business. It is profitable. We're learning a little bit on the distribution side. We're trying to find accommodations to not use third-party providers for it because it is costly. We're doing some of the distribution through our own warehouses and we're searching for a large facility that will accommodate dropshipping directly to the customer. So the future is clear. Digital is going to be an important part of our business and we're hiring for it. We'll have a CapEx budget that we're preparing that is specific to digital and it will absolutely be a way of life.

Thank you. And our next question comes from Adrienne Yih. Your line is open.

Morris just to actually follow-up on that digital comment that you just made. Pre-COVID, what percent of your digital was your own versus B2B or wholesale digital? And then in that one-third, I guess, over the course by the end of the year, so what will be your own brands, digital versus B2B? Thank you.

So our own brands, you need to remember that of our power brands, the two that we have autonomy with are Karl Lagerfeld and DKNY. We own those brands and we have the right to do as we need to build site, build product and service the consumer directly with the use of our brands. With the Calvin Klein and Tommy Hilfiger, the flow of product to the consumer is the right of CK on their own sites or our retailers and we provide the product for both. So it's hard to disengage the pieces from what we service retailers with and what we do on direct through our business. Clearly, the pieces that we do on a direct basis, we through our own brands, we margin out much better, we get retail margins. But there's clearly an advantage as well to accommodate the needs of Macy's, Dillard's, Belk on their sites or Nordstroms. So again, I'm being cloudy as to the pure dollar separation. Our customers' online sites are significantly larger than our own site but we're building it. We've hired talent for it. And as I said, we're aggressively trying to become significant on the marketing side. Besides the two power brands, Bass is an important brand online and in spite of the fact they were closing their stores. And Vilebrequin is beginning to pick up some pace, both domestically and internationally. And we operate the sites. And we operate both sites the international piece and the domestic side. So, again, to finalize it, I'm not giving you a clear picture of the Dollar separation. But they will both be significant in the future and as they are today, as I stated, they're about a third of our business today combined. And I'm sure that the pace of our company-owned brands will increase.

Thank you. And our next question comes from Steve Marotta. Your line is open.

Neal, earlier on in the call, you mentioned that international was up double-digit in the first quarter. I want to make sure, a) that was correct, b) Can you remind us what international penetration was in the last fiscal year? And lastly, are there any blueprints from the reopening of international markets that can be applied here in the U.S.? Thanks.

Steve, the international business represents about 15% of our total business. I think with respect to the -- whether or not it's a decent blueprint for us is, probably challenging in that, it really is a different segmented business than what we have here in North America. So we're learning and exploring that business significantly with DKNY. The business grew significantly last year at the [indiscernible] up strong double digits. And I don't believe that it necessarily translates for us back here in North America just because of the -- again, segregation of store.

Thank you. And our last question comes from Susan Anderson. Your line is open.

Neal, I was wondering if maybe you could talk about the cost reduction flowing through to second quarter and the second half of this year. How we should think about that versus the first quarter? And then also, what you're expecting for cash burn in second quarter versus first quarter? Thanks.

Yes. So look, the second quarter has begun as the first quarter sort of ended. We had a totally dead month of May. We had a totally dead month of April. Fortunately, we put in a lot of our cost cutting quickly. And we started to realize that in April. So again, we continue to see that in the month of May. And now we're hoping that businesses start to open up. And as businesses open up, we'll certainly bring back people to fulfill our stores. We'll bring back people to work on our wholesale side as far as directly supporting store business. So, the hope would be that our SG&A cuts start to become reduced. And we see top line growth. And we'll bring those both on as we see the revenues coming on.

Thank you. I'm not showing any further questions.

Thank you, operator. So, thank you all for spending time with us today. Stay healthy and stay safe and stay tuned. We'll talk to you soon. Thank you very much.

Ladies and gentlemen, this concludes the conference call. Thank you for your participation. You may now disconnect.