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Liz Claiborne Inc. (LIZ)

September 06, 2011 4:30 pm ET

Executives

William McComb - Chief Executive Officer and Executive Director

Michael Nutting - Managing Director and Head of Corporate Finance, Glendon Partners

Andrew Freedman - Managing Director

Analysts

Robert Drbul - Barclays Capital

Kate McShane - Citigroup Inc

Mary Gilbert - Imperial Capital, LLC

Unknown Analyst -

James Chartier - Monness, Crespi, Hardt & Co., Inc.

Edward Yruma - KeyBanc Capital Markets Inc.

Operator

Good afternoon everyone, and welcome to the Liz Claiborne Investor Conference Call. This meeting is being webcast and is being recorded and is copyrighted material. Therefore, it cannot be recorded, transcribed or rebroadcasted without Liz Claiborne's permission. This webcast and accompanying slides will be available at www.lizclaiborneinc.com in the Investor Relations section. Statements made during this conference that relate to the company's future performance and future events are forward-looking statements within the Private Securities Litigation Reform Act. These forward-looking statements are based on current expectations and are subject to the qualifications set out in the company's 2010 Annual Report and Form 10-K and the first and second quarter 2011 Form 10-Qs filed with the SEC. In each case, under the captions Items 1A risk factors and statements regarding forward-looking statements. Now I'd like to turn the call over to your host, Mr. McComb. Please go ahead, sir.

William McComb

Thanks. Good afternoon, and welcome to our conference call. Lots of big and exciting news here. We wanted to call you together to discuss the news on Mexx that we announced last Friday morning, and we also wanted to spend a few quick minutes toward the end updating you on the sales trends of the quarter-to-date, given how jittery the markets have become and the many questions that we've been hearing about the consumers since then.

But first, let's start with the Mexx news. As you saw in our press release, we announced that we've signed an agreement with The Gores Group to form a new corporation to take the global Mexx business private. This means that we'll sell the Mexx business to a joint venture, which will own the Mexx brand, and our new partner Gores will own 81.25% of this entity, a controlling interest, while we hold an 18.75% stake in the joint venture. Gores will be funding the future cash and capital needs of the business, as it completes the turnaround process that's now well underway.

Important to note, Liz Claiborne, Inc. will have no obligation to fund the business on a go-forward basis. Equally important, while the ownership structure is changing, the management team is not. It will continue to be led by global Mexx CEO, Thomas Grote, and run by his teams. The product, merchandising and marketing direction that Thomas and his groups have put in place in Europe and Canada will remain consistent.

We're seeing progress at Mexx. The retail store closure plan is now on track. We see positive retail comps for the third quarter to date, up 1%. There's good response to merchandising initiatives in wholesale. The new retail formats are performing well, and the marketing initiatives that we have just keep getting better and better. But there still is more to be done to complete the turnaround and additional investments in the short term must be made.

As we've said in these uncertain times that are ripe with true market volatility, derisking is essential for our company. We drew a line in the sand over a year ago when we said that by 2012, global Mexx would be adjusted EBITDA-neutral. That meant that we would either have near certainty that operationally, the business would deliver that goal or we would look to do the kind of transaction that kept a foot in the boat but derisked the operational and financial aspects of this turnaround for 2012. Once the markets got murky in March and worse in the second quarter, we felt that our mandate was clear, give up the controlling interest and the associated exposure to ongoing losses and capital investment needs. This transaction balances risk mitigation, debt reduction and ongoing upside realization in just the right mix for our shareholders. The losses associated with the global Mexx business will now be eliminated from our results from continuing operations once we close, as assumed in the 2012 EBITDA guidance, where we called out a break-even assumption for the 2012 year.

The Canadian business is of course, included in this transaction, and Lloyd Perlmutter, who I announced as CEO there back in July, will stay in his role reporting to global CEO, Thomas Grote. In this JV, Liz Claiborne will retain a board fee. But as I indicated, control will now be in the hands of Gores.

We anticipate closing the deal in the fourth quarter. While there are many administrative process steps that must be completed during that timeframe, the work remains legal and structural, not evaluative. As we disclosed back in July on our second quarter earnings call, we initiated this process in early May to assess interest from the financial sponsor community. There were many firms that looked at the asset and the process was ultimately a competitive one all the way to the end.

The Gores offer had the best combination of overall value and the right terms. The Gores Group has extensive experience in many industry's leading corporate carve outs just like this one. They have some truly -- some true industry veterans working for them, including Lewis Bird, who has extensive experience at both Nike and Gap, and will now be the Chairman of the board of the new Mexx company.

In this structure, and under Thomas Grote's continued leadership, we believe that Mexx will ultimately thrive as a private enterprise. Let me now turn this over to Andy to highlight some of the very specific elements of the transaction. Andy?

Andrew Freedman

Thank you, Bill. This is absolutely a great transaction for Liz Claiborne, the Mexx business and Gores. After having won a very competitive process over the past few months, with several investors actually working through a potential transaction with us until the very end, we are thrilled to have selected the Gores Group as a new partner at Mexx. They believe in the brand, Thomas Grote, his team and his turnaround plan is much as we do. Together, we both expect that we will create significant value for our investors. I'll cover 2 topics this afternoon, our transaction summary, as well as the deal's favorable financial impact on Liz Claiborne.

First, on Page 1, is a highlight of the deal. Upon closing, the global Mexx business will be held by a joint venture. It will be 18.75% owned by Liz Claiborne, Inc., and 81.25% owned by The Gores Group. Liz Claiborne will receive $85 million in cash consideration, subject to a customary working capital of closing adjustment. This will result in a total company reduction, debt reduction, for us the closing.

We will also retain 1 of 7 board seats. In terms of transaction certainty, the likelihood of this transaction closing in the fourth quarter of this year is very high, given that there are minimal closing conditions that do not subject us to any further market risks. No Mexx business performance requirements and no Gores financing contingencies. This deal will require some regulatory approvals, but we do not anticipate any issues at this process.

On Page 2, we summarized the multiple financial benefits of the transaction for Liz Claiborne. This is truly a transformative deal for the company and greatly enhances our financial conditioning outlook. In addition, it aligns Mexx with a well-funded, highly committed financial sponsor that will truly see this turnaround due to completion. Post closing, Liz Claiborne have no further cash requirements to fund ongoing CapEx, restructuring costs, or operating losses for the global Mexx business. Importantly, the deal structure will allow Liz Claiborne to de-consolidate Mexx losses upon closing in 2011 and assures we will have no adjusted financial impact for Mexx in 2012 and beyond.

At this time, we are not making any changes to our previously reported 2011 and 2012 EBITDA guidance on an apples-to-apples basis. Our 2011 EBITDA guidance included a forecasted $25 million EBITDA loss for Mexx. So at the time of our providing the 2011 guidance, the 2011 EBITDA range would've been $125 million to $145 million, excluding Mexx. Once the deal closes, we expect that we will account for global Mexx as discontinued operations, meaning we will adjust our 2011 and prior financial statements by eliminating the negative financial impact of Mexx on the company's P&L, balance sheet and cash flow statements from continuing operations.

Also, and importantly, we expect to use the cost method of joint venture accounting for this deal, which means that our portion of the profits and losses associated with the ownership of the joint venture will not flow through with the Liz Claiborne, Inc. P&L. Deal cash consideration of approximately $85 million will be utilized to further delever Liz Claiborne, contributing to our goal of reporting 2011 year-end debt below the $578 million of total debt that we reported at year-end 2010. Reducing total company debt has been a strategic imperative of ours for several years now. We've already made significant progress and this transaction furthers that success.

And lastly, it's extremely important to note that while after closing, we will no longer have any funding requirements and have fully mitigated our further negative impact from Mexx on our total company results. Our 18.75% stake in the joint venture gives the company and our shareholders the ability to participate in the long-term growth potential of Mexx without the risk. When Thomas Grote and team are highly successful, Liz Claiborne will enjoy the upside and meaningful value creation.

In summary, I really cannot be happier with this deal structure and our new partner. I'll now turn the call back over to Bill.

William McComb

Okay, thanks, Andy. Exciting news for sure, I completely agree. Before we open the call to Q&A, I wanted to share our most recent comp sales results for July and then provide an early view of August comps on an estimated basis. Generally speaking, you'll see the trends we saw in July continuing. You all got very concerned when the Washington, D.C. debt ceiling and budget discussion started in early August and sector stocks took a pounding.

Although the news was ominous, we did not see it translate into traffic or sales softness. I can't say how the psychology of the news will translate on a go-forward basis, but there was no precipitous falloff in the month of August.

The Juicy Couture comp was down 10% for all the reasons that we discussed on calls this year. Again, we expect the business to post a negative comp through holiday, although our forecast anticipates that the negative trend will improve meaningfully. The spring 2012 collection is very impressive and we're bullish on its performance next spring. So as of this date, I have no major news or changes to report at Juicy.

Good news at Lucky brand jeans, however, continued with the fall collection, posting a positive 13% comp in August. We're seeing very strong sales in denim and in tops, supported by strong traffic as we've reported since last January. We focused on innovation and women's denim with the introduction of both super stretch and super soft fabrics, which have been key to driving the positive denim comp. Couple that with our emphasis on co-merchandising tops that go with these jeans, and you've got a very strong average transaction profile. We continue to like our position in what we call the accessible premium segment of the marketplace. With this success, we're very optimistic of Lucky Brand jeans about both fall and holiday.

At kate spade, very strong positive comps continue with August posting up 50%. As we get into fall and go up against higher and higher year ago numbers, the actual comp growth level will naturally come down, but we do see strong double digits in the outlook. I'm always asked what the magic is at kate spade, is if there's one simple product SKU that's secretly driving the business. As I said repeatedly on these calls and in other public forums, the growth profile is spread across all the categories, including apparel and all the channels and geographies. The secret to this success lies with the brand, and its product and marketing handwriting. It's what women today want.

Our partnerships at JCPenney and QVC also remain very strong on the Liz brands, and same goes for Dana Buchman at Kohl's. We've made a lot of important changes in the past few years here, primarily transitioning Liz Claiborne, Inc. to be a more brand-centric and retail-based company, and every decision we make is driven by how to do so as effectively, efficiently and dynamically as possible.

At the close of this Mexx transaction, we will be a more capital-efficient growth-oriented company and we'll be able to fully turn our attention to building and growing our core portfolio of global lifestyle brands.

So with those mid-quarter update points, I'd like to get the phone lines open for some quick questions. Misty?

Question-and-Answer Session

Operator

[Operator Instructions] Your first question comes from line of Brian McGall [ph] with Hedgy [ph] Risk Management.

Unknown Analyst -

This is actually Casey, filling in for Brian. I'm calling to ask you guys, if you can elaborate and touch on it midyear, how much working capital is actually tied up in Mexx?

William McComb

Andy?

Andrew Freedman

Well it's -- look, it's about a little over $100 million. And the way this peg works is, if you can imagine, the short-term debt is -- goes up and down. It fluctuates with the trade working capital. And that's a mechanism we have in place here. As the capital is high, say, in October, the debt's higher and there'll be an adjustment to the cash proceeds. If the deal closing is later, in theory, the working capital is less, our debt is less, and therefore, the adjustment is down as well. So I'm very comfortable that the alignment of the mechanisms we have in place will ensure the $85 million of cash proceeds and deleveraging for Liz Inc.

Unknown Analyst -

And then, can you just please address the separability of Mexx from an operational standpoint and perhaps, highlight any vendors that you guys currently leverage Liz's corporate size and buying power to get better input prices? And are any of these at risk with the split?

William McComb

No, I mean the answer is there's very, very, very little of that and the cleavability here is almost perfect. There might be a couple of ongoing Transition Services Agreements in a couple of areas until it's fully transitioned, but it will be very short term and minimally invasive as they say in the surgical world. So I really -- I don't think that there's much to comment on there, not a big issue.

Unknown Analyst -

Okay, so I would say it's safe to say that there's little to no functions you guys would have to add back as a result of this deal in that regard?

William McComb

0 would be the answer to that, 0.

Operator

Your next question comes from the line of Edward Yruma with KeyBanc Capital Markets.

Edward Yruma - KeyBanc Capital Markets Inc.

Thanks very much for taking my question. Congratulations on getting the deal done. Is there any impact revolver or do you need to change any of your existing financing facilities for the go-forward business?

William McComb

No, Ed. We have the $50 million facility today that will stay in place. We are going to make -- we're going to get bank consent to execute this transaction. We've been actively involved with the banks, they're supportive of this transaction, so we fully anticipate getting any approvals and that structure will stay in place.

Edward Yruma - KeyBanc Capital Markets Inc.

Great. And can you talk about potential SG&A or further SG&A headcount reductions you can make at headquarters related to Mexx? I guess take the other end of it?

William McComb

There's not a lot. What we have done though is when we spoke before on July 28, during our second quarter earnings call, we talked about launching a $25 million cost reduction program that would be fully in effect to reap full benefits for 2012. We had an eye in that number on a rationalization that supports, that this was coming. So that number is still the number and that takes into account what we're seeing here. Again, sort of goes back to my answer to Kasey [ph] , the first question which was, that Mexx was very much a freestanding operation.

Edward Yruma - KeyBanc Capital Markets Inc.

Great, and one final question. It looks like you've got a nice positive trend going with Lucky. Now that we head into holiday, do you have enough inventory to support this kind of continued trend?

William McComb

Yes. But I will say that inventory is something that we've been very careful about. But we have cautiously bought into a growth projection, but not nearly as bullishly as we did last year. So I believe that we'll get the right margin profile, and after now, 8 full months of a comp profile that is in the teens, we pretty much know what's happening. We know what our traffic pattern is like, we are so happy with the uptake on the innovative product to super stretch and supersoft and the new silhouettes. And the incremental buy is weighted toward those new items that are showing such promise. On the other hand, I can tell you that at Juicy, one of the reasons we're going to comp negatively is that we haven't even bought the business to comp positively, and that was the right decision based on LeeAnn's product assessment back in February and March.

Operator

Your next question comes from Bob Drbul with Barclays Capital.

Robert Drbul - Barclays Capital

I got a couple of questions. First, can you walk us through the tax ramifications of this transaction, both the loss on the sale versus what Liz Claiborne paid for? And then the NOLs for Mexx, what happens there?

William McComb

Well, I won't get too technical here on this but what we're going to do is work this transaction so that we further enhance our U.S. position with NOLs. So there's some inter-companies that we can take advantage of with Mexx that we have domestically, that will allow us to increase our NOL positions going forward. So some of the tax provisions and balances will go at the JV, others will be utilized to enhance our U.S. position.

Robert Drbul - Barclays Capital

Okay, and when you look at the remainder of this year, are there any other monetization opportunities that you expect in the second half of '11?

William McComb

I'm just going to say what I told you all before, and that we have several irons in the fire. The first one we announced was the Arden deal. After our second quarter earnings call, this is the second. I'm not going to tell you how many more or when to expect, except that we are hell-bent on debt reduction, and there, you have it.

Robert Drbul - Barclays Capital

Okay. And what is the new CapEx run rate? And the other question I have is if depreciation in the -- at the corporate cost that roll off?

Andrew Freedman

Well see,Bob. For this year, we've articulated approximately $30 million of CapEx this year. About a quarter of that is global Mexx, so we won't be funding that any further. And of course, you won't also be funding restructuring costs going further either. As far as depreciation, let's see, global Mexx is about $35 million of depreciation of D&A total.

Robert Drbul - Barclays Capital

And I guess one last question I have is, on the SG&A line, how much in terms of the -- I mean the corporate SG&A, how much of it can we think about going away for '12?

Andrew Freedman

Well, it's a $25 million that Bill just talked about, and that we referenced on the second quarter call. I mean we're making great progress on implementing the $25 million, I mean is the question right?

William McComb

I'm not sure -- you're answering, you're technically right. I'm not sure if Bob is asking what about -- what in the corp -- what in the SG&A would go out as a restatement of Mexx being in disc ops.

Andrew Freedman

I got it, none. Just by way of -- just by our method of accounting. But we're going to restate that for you at closing.

Robert Drbul - Barclays Capital

So that $25 million number, Bob, of the forecast at EBITDA for Mexx in 2011 is a clean number. That takes into account minimal amount of stranded costs et cetera. So, it's $25 million is a pure number, you don't have to do anything else with that number but just add it back.

Operator

Your next question comes from the line of Kate McShane with Citi investment.

Kate McShane - Citigroup Inc

I was wondering if you could walk us through why you decided again, an outright sales of Mexx, and if there was an opportunity for an outright sale? And in regards to your comp update, are there any categories and do you see that you expect to improve before others, as we get to the back half of the year into holiday?

William McComb

Well that would be speculation, but I will speculate. So first, your first question, why didn't we sell the whole thing? Well, we never marketed it that way. I mean as I said, we were looking for what I will call ex ante, the perfect balance of risk mitigation, debt reduction and upside realization. And we like this asset too much to throw the whole thing to the hands of someone else. We've worked hard to get to where we are. I more get the question, so why did you feel like you had to do this now that you've worked so hard? And the answer there was: by no means, are the markets telling us that the consumer risk in Europe is over. And as great as I feel about our team, their merchandising efforts, their marketing efforts, there's still some seriously choppy waters to be had. And our tolerance of that risk is nubbed down to the bone. And so this structure, we felt going into it, one of the things per the note you wrote yesterday, we were looking to actually -- we were looking for a cost accounting ownership because we don't -- not only do we not want to fund it, but we don't want our P&Ls burdened by additional losses, while the business transitions to making money and growing well. So net-net-net, our ex ante ideal deal structure was exactly this, and that's what we marketed. And interestingly, most of the financial sponsors that we talked to wanted us to remain at the table, albeit in a noncontrolling minority position. So it optimized all of those things. As for Juicy, in terms of product categories, I think that we'll see accessories play out more strongly in the fourth quarter despite what I'm suggesting, will still be a negative comp profile but a little less negative than we've seen in the last 2 quarters. And in first quarter of next year, we're very bullish about the whole line. It's got a whole lot of color. It's got a strong level of newness. The handwriting is quintessential Juicy. It's cheery, it's happy, it's fun, it's a little iconoclastic but the quality is up, the fabrications are great and the merchandising buy is much -- it's much more smartly deployed to make money and have the right turn. So it's too early for my crystal ball to tell you category by category what will take off. I like some of the bottoms over there. The colorful denim is fantastic and the fashion is very good. And there's enough newness in the track suit, that I think that, that will do well too. But the bulls-answer your question is for holiday, accessories will probably show the greatest strength.

Operator

Your next question comes from the line of Mary Gilbert with Imperial Capital.

Mary Gilbert - Imperial Capital, LLC

I just wanted to follow-up on the working capital adjustment. When we're looking at this transaction, could it be that the $85 million proceeds subject to the adjustments be less because of that? And is there any kind of a magnitude swing of what that would be? Is it $50 million? What would that swing be roughly?

William McComb

Well Mary, it's important to look at that though as yes, it could be less, but if it's less because we have less trade working capital.

Andrew Freedman

A value neutral in the end.

William McComb

Right. So in other words, if working capital, trade working capital is less the time of closing, that means, that we've been able to sell more of that trade working capital. Therefore, we have been able to lower debt in the meantime. So if working capital is higher between now and closing, we will have more cash but then again, more debt because it's just a cash-neutral mechanism.

Mary Gilbert - Imperial Capital, LLC

Therefore, could we use average borrowings and then say, okay, we're going to get $85 million against average borrowings? Is that the right way to look at it?

Andrew Freedman

Yes, it is. There's a borrowing component to this, which is paying down ABL, and then there's a component, which is just look, here's money we're giving you in consideration for the equity that we're putting into the JV. So it's a combination of the 2. But think in terms of the $85 million as being a very firm number, 100% deleveraging number. And the mechanisms there just to preserve that $85 million in the event of higher or lower working capital.

Mary Gilbert - Imperial Capital, LLC

Okay, great. And then just to follow up on the SG&A question. So when we look at the SG&A and where we stand today, isn't there a piece of that, that's direct SG&A that does go away?

Andrew Freedman

Total company, yes. But I think the question before is more around corporate. There's absolutely a piece of our total company SG&A, which is Mexx as a very large footprint. And by the way, Mexx probably because of its -- at the time, lower sales of square foot has a higher SG&A percent of sales as well. And while it's growing at my direction, it is diluted to our overall metric and an SG&A percent of sales basis. So yes, we'll absolutely see a reduction of SG&A across the company, but the corporate piece will remain attached.

Mary Gilbert - Imperial Capital, LLC

Got it. So the piece -- the direct SG&A, if we look at your total SG&A, I was trying to estimate what amount goes away if we were to look at on an LTM basis. And I was trying to estimate is it somewhere around like $350 million or $400 million or $300 million to $400 million? Is it in that range?

Mary Gilbert - Imperial Capital, LLC

I don't think we're comfortable throwing the number out yet.

Andrew Freedman

Yes, there's a lot more that we'll discuss on this topic.

William McComb

We'll wait until closing to give you that direction.

Michael Nutting

At closing, we've have a lot of sympathy on this, Mary, for sure.

Mary Gilbert - Imperial Capital, LLC

Okay. And then following up on the Juicy comp trends that we're seeing, it sounded like what you were saying is part of it is intentional in that, you want to wait until you get the right assortments in place. And so part of the comp decline reflects the current assortment. And so I'm taking that to mean that we should have margins relatively intact. Am I reading that correctly? Or how should we look at margins? I'm wondering if it's going to be more promotional and we are going to have some...

William McComb

It's fair to say and I said a couple of times and you've caught the ball, we're maintaining a conservative inventory position, okay? So we're doing that for the reason you just said. We want some margin integrity here as we work through what we're calling this brand transition period. It's the best I can do in terms of giving you direction on that.

Andrew Freedman

As you've seen in our last couple of calls, we've highlighted not successfully work down Juicy inventories to a level that we're more comfortable with. So I don't anticipate a lot of margin dilution here from liquidation of unsold products. But clearly, as we've highlighted now for several quarters, we went into this year knowing that we'd have negative comp. We're seeing that, and now we're just working through the inventory margin as successfully as we can.

Mary Gilbert - Imperial Capital, LLC

Right. So therefore, our margins should hold up pretty well on the Juicy side, correct?

Andrew Freedman

Correct.

Mary Gilbert - Imperial Capital, LLC

Okay, great. That's what I thought. And so as we look at the comp trends kind of getting away from Juicy what we saw on July and August, these comp trends, especially since we've seen a lot of volatility and a lot of negative headlines, are actually pretty darn good. So when we look at the guidance and you're essentially reiterating 2011 guidance, 125 to 145, excluding Mexx, so when we look at these comments, are these kind of in-line with your expectations, original expectations? Every general expectations?

Andrew Freedman

These August comps?

Mary Gilbert - Imperial Capital, LLC

Yes.

Andrew Freedman

Yes, yes, exactly.

Operator

We have time for one more question. Your final question comes from the line of Jim Chartier with Monness, Crespi and Hardt.

James Chartier - Monness, Crespi, Hardt & Co., Inc.

Getting back to the last question Bill, you mentioned on the last call that Lucky had seen a significant improvement and gross margin in July to date, I'm curious if that's continuing through August?

William McComb

Yes, we're happy with gross margin.

James Chartier - Monness, Crespi, Hardt & Co., Inc.

Can you help us -- I guess the first question is, do you need any more asset sales to achieve your year-end goal of having debts similar to the end of last year?

Andrew Freedman

I'm not going to get into the specifics of what the makeup of that is, we have expectations of, as we have had the last several years, very positive fourth quarter operating cash flow, that's a huge contributor to that. Obviously, the R&D on this deal is a huge chunk towards that goal. So let me say this. We are still very much on pace to achieving that goal and that goal is absolutely a north star of ours as we look towards year-end balance sheet planning.

James Chartier - Monness, Crespi, Hardt & Co., Inc.

Okay. And then as you work through paying off the revolver, and then looking to pay down additional debt, would you look to buy the euro bond in the open market? How would you pay down some of the longer-term debt and in what order?

William McComb

Yes, we just don't comment on the mechanisms of doing that.

Okay, thank you all for dialing in. Thank you for your Q&A and we look forward to a quarter wrap-up at the end of third quarter. Take care. Thanks, Misty.

Operator

This concludes today's Liz Claiborne investor conference call. You may now disconnect.

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