Good day and welcome to the Tapestry Conference Call. Today’s call is being recorded. [Operator Instructions] At this time, for opening remarks and introductions, I would like to turn the call over to Andrea Resnick, Global Head of Investor Relations & Corporate Communications..

Good morning and thank you for joining us. With me today to discuss our quarterly results are Jide Zeitlin, Tapestry’s Chairman and Chief Executive Officer; and Joanne Crevoiserat, Tapestry's Chief Financial Officer.

Before we begin, we must point out that this conference call will involve certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, including projections for our business in the current or future quarters or fiscal years.

Forward-looking statements are not guarantees and our actual results may differ materially from those expressed or implied in the forward-looking statements.

Please refer to our Annual Report on Form 10-K, the press release we issued this morning and our other filings with the Securities and Exchange Commission for a complete list of risks and important factors that could impact our future performance and results.

Non-GAAP financial measures are included in our comments today and in our presentation slides. You may find the corresponding GAAP financial information, as well as the related reconciliations on our website www.tapestry.com/investors and then viewing the earnings release and the presentation slides posted today.

Now, let me outline the speakers and topics for this conference call. Jide will provide a recap of our fiscal third quarter results for Tapestry, as well as the current update on our global business in light of the COVID-19 pandemic.

Joanne will continue with high level financial and operational results for the quarter in addition to the mitigating actions we are taking and our priorities going forward.

Following that, we will hold a question-and-answer session, where we will be joined by Todd Kahn, Tapestry’s President and Chief Administrative Officer, who is serving in an Interim Role as Chief Commercial Officer of the Coach brand while the search for permanent CEO is underway. Following Q&A, we will conclude with some brief summary remarks.

I’d now like to turn it over to Jide Zeitlin, Tapestry’s Chairman and CEO..

first, creating a focused assortment that features the brand's fashion sensibility, and leadership position in the boot, espadrille, and sandal categories. As an example, we just recently launched our new espadrille family, [indiscernible] platforms the brand and a node to our Spanish ties. We are pleased with the early online performance.

Second, driving growth in China through strategic store openings and marketing investment.

And third, expanding the brand's digital capabilities, examples include buy online and pick up in-store at key omni-channel functionality, and innovative browsing experience to increase discovery and conversion and more efficient customer segmenting and targeting capabilities that will enable us to increase customer personalization.

In summary, no one is immune to the effects of this 100 year storm. We’re taking aggressive actions to show that Tapestry emerges a strong company when conditions normalize. We have a strong balance sheet, we benefit from a multichannel international distribution model, our exposure to wholesale is modest, and our supply chain is diversified.

Most importantly, we have powerful brands with deep consumer connections, and a long history of successfully navigating global challenges and macroeconomic shocks. With that, let’s turn to Joanne for a brief financial review of the quarter and the actions we’ve taken to mitigate the impact of the COVID-19 crisis.

Joanne?.

Thanks Jide and good morning everyone. I hope this finds you all safe and well. Before I begin, please keep in mind that my comments are based on non-GAAP results, corresponding GAAP results and the related reconciliation can be found in the earnings release posted on our website today.

Turning to our third quarter financial results, which reflects a significant negative impact of the coronavirus. Total sales declined 19% on both a reported and constant currency basis for the quarter.

We entered the quarter with strong momentum, however as we moved into February, trends in greater China deteriorated sharply due to the coronavirus outbreak declining over 80% versus prior year for the month, while top line trends elsewhere remains positive.

To this end, on a quarter-to-date basis through February total sales increased double digits in Europe, mid-single digits in North America, and low single digits in Japan. In March, although revenue trends begin to gradually and steadily improve in certain areas first impacted, notably in China, we experienced widespread global disruption.

Accordingly, Tapestry's global sales fell over 40% in March from the prior reflecting the added pressure from store closures in North America and Europe, which began mid-month. Importantly, throughout the quarter, we experienced strong double-digit growth in our global e-commerce business.

However, this was not enough to offset the loss of business due to our store closures. Gross margin decreased 210 basis points, compared to prior year in the third quarter, primarily due to the lower penetration of higher margin international businesses.

SG&A declined 3% year-over-year driven by variable savings on a lower revenue base, as well as the realization of fixed cost savings in light of the current environment. I will touch on some of these actions momentarily. The operating loss for the quarter totaled $32 million and earnings per diluted share was a loss of $0.27.

The EPS result included a negative impact of approximately $0.10 from an unfavorable tax rate as compared to our original projections.

Due to the lack of visibility and potential variability in results through the end of our fiscal year, the Q3 tax rate was determined based on year-to-date actual results only, which included geographic mix headwinds in the quarter. This is in contrast to our historical method of calculation based on full annual forecasted results.

On the balance sheet, we ended the quarter on a strong liquidity position with just under $900 million in cash and cash equivalents and $900 million available on our revolver. Total borrowings outstanding at the end of the quarter were $1.6 billion.

Total inventory ended the quarter up 5%, reflecting actions taken in the quarter and the recognition of incremental obsolescence reserves in light of the current environment. As you saw today in our press release, we took a number of charges in the quarter in-part related to the COVID-19 crisis.

First, we recorded $478 million in brand intangible and goodwill impairment charges associated with Stuart Weitzman. These charges were a result of the decline in both current and future expected cash flows, which was exacerbated by the COVID-19 pandemic.

Clearly, we’ve been disappointed with the brand's performance and recognize the need to get back to its core proposition as Jide mentioned. We have done a substantial amount of work to understand the consumer and believe there is a significant opportunity given its unique fusion of fashion and fit.

We’re also committed to improving profitability at Stuart Weitzman, which will be an element of Tapestry’s multi-year growth agenda. In addition, as mentioned we recorded $104 million in charges related to an increase in inventory reserves and we incurred $66 million in store impairment charges due to COVID-19.

Now, moving to mitigating actions that we have and will be taking to effectively navigate the COVID-19 pandemic and reinforce our financial flexibility, while positioning the company for long-term growth. We’ve identified or implemented over $1.3 billion in cash preservation actions.

First, we are tightly managing inventories by reflowing late spring and early summer product introductions. These are goods that were in production at the start of the coronavirus outbreak. We are also cancelling deliveries scheduled for late summer and early fall 2020.

Taken together, these actions are expected to result in over $500 million of working capital savings beginning in Q4, and continuing through the first half of fiscal year 2021.

We are also targeting a CapEx reduction of at least $100 million in fiscal 2021, as compared to our run rate spend of approximately $275 million as we delay or cancel new store openings while prioritizing investment in high return projects notably in digital.

In addition, we have cancelled or deferred projects previously scheduled for our fiscal fourth quarter and now expect CapEx of approximately $225 million for fiscal year 2020, $75 million lower than our original plan for the year.

Subsequent to quarter-end, we drew down $700 million of our $900 million revolving credit facility to enhance our cash balances, bringing our total borrowings outstanding to $2.3 billion. In addition to these measures, we are also aggressively controlling our SG&A expense.

We are rightsizing marketing expenses, reducing fixed costs such as rent and driving procurement savings, including reducing external third party services. We’ve also announced steps to minimize corporate cost, including temporary compensation reductions for our board, management team, and employees.

And while we are pleased that we were in a position to extend salary and benefits to the vast majority of our North America retail team through May 30, despite store closures, we will furlough most assistance from managers and sales associates should stores not reopen at that time.

Beyond these near-term defensive actions we’ve also accelerated part of our multi-year growth agenda to create a more streamlined organization as Jide previously mentioned. We began these actions in Q4 and expect to be complete by the end of fiscal year 2021.

We believe these steps will allow Tapestry to emerge as a global consumer centric company with a more agile organizational structure that will be more responsive to the rapidly changing retail environment.

And finally, we made the decision to suspend our quarterly cash dividend and share repurchase programs saving approximately $700 million on an annualized basis as compared to fiscal 2020. In the near-term, our priority is to preserve our cash on hand in light of the environment.

Longer-term, our strategic intent is to return to sustainable top and bottom-line growth and strong free cash flow generation, which we intend to utilize for debt pay down, as well as capital return to shareholders through dividends and share repurchases.

In closing, as noted in our release, while we are not providing guidance at this time due to the lack of visibility, we do still intend to hold an Analyst and Investor Day this summer to discuss our long-term strategies. We believe in the benefits of Tapestry to multi-brand model and the power of each of our brands.

This is particularly true during challenging times when the advantages of scale, as well as shared best practices and systems [come to bear]. Our objective is to successfully navigate this crisis through the identification and execution of mitigating actions and ensure we emerge a stronger more agile company.

This will require us to make both old and difficult decisions. It has also created the opportunity and the need to accelerate key elements of our multi-year growth agenda. Importantly, our view of the long-term opportunities for our brands is unchanged and our strategic intent to drive organic growth and profitability is unwavering.

And now, I’d like to open it up to Q&A..

Thank you. [Operator Instructions] Your first question comes from the line of Bob Drbul of Guggenheim Securities..

Hi, good morning..

Good morning, Bob..

I guess, two questions. I think the first one is just more category. Do you think the market for handbags and accessories, you know will be disproportionately impacted in the economic downturn, do you think consumers are going to be shopping for handbags.

Can you talk about that may be generally, and then I think the second part of it would be, can you just talk about your confidence level in maybe Kate Spade and Stuart Weitzman, can these brands weather this storm that we’re in right now? Thanks very much..

Absolutely. Thank you, Bob and I hope you are well also. With respect to the category, we’re confident in terms of our ability to both weather the storm, but as importantly to come out the other end strong.

If you look at kind of previous downturns, whether those are macroeconomic or whether those are natural disasters around the world and our experience coming out of those periods, we’ve seen continued strong demand for our product and have no reason to believe that this will be any different, particularly when we look at the real world experience we are getting in parallel today, we clearly have seen what is happening to our business in China and in South Korea, and we – on an everyday basis globally are seeing the demand for our product digitally.

And so, there’s nothing we’ve seen that would suggest to us that we’re not going to come out of this period with genuine, authentic real demand for our products.

With respect to your question on Kate Spade and Stuart Weitzman, I guess the way I think about it is, that it is actually one in times such as this that the power of well-capitalized portfolio company is most evident.

Smaller brands in our, you know, world, that's Kate Spade and Stuart Weitzman, benefit from having greater leverage with landlords and supply chain partners and from having a stronger balance sheet.

At the same time, you know, larger brands, in our case, Coach, benefit from, you know, innovation that we see at Kate and at Stewart that has – that migrates across the brands and there are a couple of great examples of that which perhaps we'll get into later in the call.

But, you know, I – you know fundamentally, to – you know come back to each of Kate Spade and Stuart Weitzman have got unique brand propositions that have deep emotional connections to their customers, and, you know, one of the benefits of a lot of the work that we've done over the last, you know, eight or so months is that, you know, our brand work has shown significant opportunities for both these brands, particularly at Kate Spade, you know, where if there's ever a moment in terms of what consumer behavior is, is and is evolving and where we believe it's going to evolve coming through, you know, this COVID-19 period where there's a, you know, a brand that connects with where – you know connects with where our consumer behavior is going.

The Kate Spade core culture and unique spirit is tailor made for that. And then, particularly, as we continue to reposition the important role of color and novelty in that brand as we continue to work with the balance, you know, between playfulness and pragmatism at that brand, you know, we think that there is – it’s real upside there.

And so, we're – you know we believe it's deeply in Kate Spade and Kate Spade coming through in this period as ever. And Stuart Weitzman, differently but similarly, you know it's clearly a unique brand. It's got that balance as we've talked about between fashion sensibility with the remarkable fit.

We're taking, as I mentioned or alluded to in my opening comments, very disciplined steps to narrow its assortment to focus much more clearly on boots, on espadrilles and on sandals and to focus geographically very, you know, very much on China, North America and digitally from a channel perspective.

Stuart Weitzman is going to be a survivor and particularly in a category that's quite fragmented where others who are smaller and who don't have the benefit of being on a broader platform are not going to survive. And so, we think that there – you know that there's going to be a real market share opportunity for Stuart Weitzman.

And then, I guess, lastly, I’d just say that with – I couldn't be more pleased, our executive committee couldn't be more pleased with Liz and Giorgio, you know, who have hit the ground running and are having a huge impact in each of their businesses and it's as odd as it may sound to say, you know, this moment has really proven catalytic for them and for their leadership and parenthetically, as well as for the broader leadership team across Tapestry.

So, you know, long way to say that, you know, we – you don't want to go through a period such as this, but having gone through it as we all continue to go through it, we feel very confident about both Kate Spade and Stuart Weitzman. So, thank you again, Bob..

Thank you. Good luck..

Thank you. [Operator Instructions] Your next question comes from the line of Ike Boruchow of Wells Fargo..

Hi..

Hello, Ike.

How are you?.

Hi, Jide. Hope everyone is hanging in there? So, I actually have two, but they're very quick, just the comment Joanne I think you gave for March was global sales, down [40%], I believe.

I understand visibility is really, really low right now, but you could help us out with April just on how global sales have trended, and then, just very quickly, follow-up on the cost side.

I understand the pandemic hit late quarter, it was very sudden, so you could really adjust the cost structure for 3Q, but can you maybe give us some color on OpEx expectations for 4Q, maybe just to help give us some perspective on what all these initiatives you’re talking about on the cost side should mean to the P&L just anything would be helpful as we're trying to think about, you know, [flow through rates]? Thanks so much..

Yes, Ike, thanks for your question.

You know, we have seen, as we move through March, more widespread store closures with the spread of the pandemic globally, which contributed to the March results and given lack of visibility to store re-openings and traffic trends and consumer behavior post [the team], it's really hard, as you can imagine difficult to provide guidance, and to give you a false sense of precision or give us a false sense of precision on that number, we have seen, with the stores reopening in China, very nice steady progress in terms of those traffic trends and consumer demand coming back into the market.

As we think about Q4, while we're not providing guidance, I guess, I could provide some data points as you think about how Q4 can shape up. In Q3, as we noted, our sales were down about $260 million versus last year and that was only with 2.5 weeks of store closures in North America and Europe during the quarter.

So, its extrapolating from that data point and given the widespread global closures and expected slower pace of recovery, we expect the Q4 impact could be three to four times those levels, and, you know, just to make a fulsome, you know, as we think about gross margin, as you saw in Q3, gross margin was lower, impacted by mix and the margin mix was impacted by the lower relative penetration of the high margin international businesses, particularly China in the third quarter.

As we move into the fourth quarter, the lower relative penetration of North America could benefit gross margin. And then, to your question on SG&A, as we're taking very aggressive and significant actions to reduce spending, you know, not as much of that impacted Q3 based on timing.

We do expect more to impact Q4 and we've – you know we've talked about a number of those actions, mitigating actions that we're taking. However, those actions won't be enough to offset the topline declines, so we would still expect significant deleverage on the lower sales in Q4.

So that's how we're thinking about or how you can think about our Q4, how that's shaping up. Overall, we are planning conservatively and taking aggressive actions to drive mitigating actions and position us to not only weather the storm, but come out stronger at the end..

Thanks Joanne. It’s very helpful..

Your next question comes from the line of Erinn Murphy of Piper Sandler..

Great, thanks. Good morning and I hope you all are well. My question is around inventory.

I was hoping if you could speak to where do you see, at least over the next four quarters, inventory potentially peaking? And then, if you think about the planned promotional activity, can you just talk about some of your strategies around liquidating products, and then particularly, with an outlet? I'm just curious if you're rethinking maybe at least the near-term how you think about [made for] product versus using it as a vehicle more so to liquidate full price products? Thank you so much..

Yes. Inventory is another area that we aggressively [actioned] as we moved into the crisis. We're addressing the supply to align with unfolding trends in demand. You know, we took action, very strong action, and reflowed – we’re reflowing the late spring and early summer production.

These were goods that were in production at the beginning of the crisis and we've canceled all of our late summer, early fall deliveries, which allows us -- our inventory is less seasonal by nature and it provides us with tremendous flexibility to reflow our product as we see demand change across the next few quarters.

So by reflowing product and canceling on the back-end, we're able to save over $500 million in working capital. Our product is also globally shippable, so it allows us to move the product around to where we're seeing demand and recent examples, in our case to date, both China and digital are places where we're seeing demand growing.

So, we're able to move inventory into those channels. We feel good about our position with inventory, and as we think about and manage where we see demand matching supply, the teams are working very quickly to move inventory through our network.

At this point, we’d not expect significant changes in the product availability by channel, and with our reflowing, we do expect to flow newness and have newness dropping in over the course of the next few quarters. As we look out, we – as you know, we just reported inventory at the close of Q3, we're up 5%.

We would expect, as we close, our fiscal year and Q4 inventories to be up in this mid-single digit range based on the actions that we've taken. And then, as we move through our fiscal year 2021, we continue to have a strong focus on inventory management and would expect to end our fiscal year 2021 with inventories down year-over-year.

So this is a very strong focus within the organization. I would say, the teams are laser focused on this and we're monitoring it very closely as we watch the demand trends change..

That's helpful.

And then anything on the thoughts around outlet, are you changing kind of how you're thinking about the near term there in terms of liquidation strategies?.

No. You know I would say, you know, we're leaning into the areas where we see demand, but don't expect a significant need to liquidate full-price product through outlet to a much larger degree than we have in the past. One thing we are monitoring is the promotional activity and the outlook across the industry.

We have seen an intensification in the promo environment in North America and Europe, particularly as retailers are moving through excess inventory, but again, we remain focused on the controllables and the aggressive actions that we've taken to manage our inventory, put us in a better position as – in the months ahead, so we expect that we'll be able to continue to drive – meet demand with the right supply by channel between outlet and retail, and also to manage through the promotional environment with a healthy inventory position..

Very helpful. Thank you all..

Thank you..

Your next question comes from the line of Alexandra Walvis of Goldman Sachs..

Good morning. Thanks so much for taking the question here.

Firstly, a quick follow-up to Erinn’s question, you know, how are you guys thinking about balancing the need for cash preservation as a result of these order cancellations with also the considerations around relationships with your manufacturers, and you know, making sure that those are preserved for the long term? And then, I had a second question on rent, you mentioned that you were looking at rent reductions.

I wonder if you could comment more broadly on how you're thinking about how the fleet might emerge from this versus where it was before. Thank you. .

Absolutely. So perhaps, Todd, you may want to start on the rent and on the fleet, and then, I'll pick up on that piece..

Great, thank you. Good morning. As you look at the fleet, one of the things we're recognizing more and more is the omni-channel nature of our consumer, she shops online, she shops in our stores, and there – and she shops in both locations.

We are going to – in the upcoming year and through our [LRP period], we're going to be holding ourselves to a much higher level of profitability in the fleet itself. So, when we look out in the future, the criteria to renew a lease or and/or to build a new store is going to be quite high and if it doesn't meet our criteria, we will exit the store.

One of the things we've seen recently is as stores close, if a store closes in a catchment area, we end up transferring about 20% of the volume to an existing store. So that's a very positive outcome.

In terms of the immediacy of our rent negotiations and we are actually having – we're engaged in constructive dialogue with all of our major landlords in the U.S.

We have had very good dialogue and resolutions in Asia in the past when the coronavirus hit Asia, and in fact, there was rent accommodations made, and we anticipate achieving some rent reductions in North America through this period..

Great. And Alex, with respect to the SPs, you know, I would – I know you know – you know we began as a manufacturer, right, with a factory on 34th Street and I think that gives us a real sensibility in terms of understanding the SPs on top of what is a really strong supply chain team that we have that engages with them every day.

And so, you know, we have tried to be very thoughtful in our engagement with them as we cut them for deliveries in finding that right balance between clearly protecting our balance sheet, managing our inventory and cash levels and making sure that we did it in a way that our SPs can manage.

And so, you know, Joanne has talked about the financing facility that we put into place for the benefit of our SPs.

And so, we tried to take steps such at that and others to make sure that they're able to weather this storm so that we have a robust, you know, ecosystem of suppliers coming out the other end, but at the same time, recognizing clearly, you know, we've got to be strong; we’ve got to come through it well to be in a position to benefit from that on the other end..

The next question comes from the line of Mark Altschwager of Baird..

Good morning. Thank you.

A question on the stores, just with respect to reopening plans, can you talk about any notable differences between retail and outlet? And as curbside pickup becomes a bigger picture in retail models, I’m wondering that changes the way you think about digital within the outlet business? And then, broadly on the stores, with respect to the changes in the retail workforce, beyond the near-term furloughs and actions related to COVID, how do you envision the store operating model changing? Thanks..

Thanks. That's quite a mouthful. Do you want to – why don't you opt in and then I'll add..

Thank you. In terms of the curbsides concept, we are actually testing starting tomorrow in about 40 locations in North America, both across full price and outlet stores and looking at how the consumer responds to that.

We're optimistic, but again, it still won't fully replicate the experience that particularly the Coach, Kate Spade and all of our brands give in terms of the service level. So, it will be hard to fully mitigate the sales through a curbside experience.

In terms of outlet, we are putting in and we have very significant and well detailed protocols in opening all of our stores.

So, we'll obviously be following the regional state government guidelines on safety, but in addition to that, we’re going to be doing things in North America like temperature checks for all our employees when they start – when they begin their work day. There will be significant protocols on cleaning. There'll be enforcement of social distancing.

So there will be for some period of time, a new normal in that and our workforce is typically, particularly in our larger stores, flexible. So it will respond to the needs of the customer and if the volume isn't there, we’ll obviously pivot to a smaller workforce in those stores..

And the one thing I would add just on the broader theme of reopening is, you know, clearly as we reopen, you know, location-by-location, you know, we do so, you know, into a world where the shift from brick-and-mortar, you know, to digital shopping is clearly accelerating. It’s been, you know, accelerated.

It's a secular trend, but, you know, COVID-19 has clearly accelerated that trend. And as such, you know, the line between, you know, physical and digital worlds is increasingly and will increasingly be blurred. That's that, you know, stores will always play a vital role for us and our consumers experience with our brand.

And so, even though we think that, you know, the world will move to a place where there's greater parity between brick-and-mortar and digital, and you know, this is not a short-term phenomenon, you know, we continue clearly to be very, very, you know, invested in our brick-and-mortar stores..

Thank you..

Thank you. .

The next question comes from the line of Jamie Merriman of Bernstein. .

Thanks very much. Just a quick one on China, Joanne, I think you mentioned that China was down about 80% in February and then it’s picked up since then.

I was wondering if you could give us a sense of what you've seen from traffic levels maybe in March just so that we can understand what that progression has looked like as things have started to reopen? And then, just on the supply chain disruptions, it sounds like those were maybe primarily in Europe, but I was wondering if you could give a little bit more detail? And then, you know, was that disruption isolated than in a particular brand like Stuart Weitzman? Or was it more widespread? Thanks..

Yes, I’ll – on the China business, it's – you know we've been pleased that all of our stores on Mainland China are now open. And to your point, we have seen very nice and very steady improvement in the business through March and also through April. So, the business is responding.

In fact, in some locations, we have seen positive comps, you know, more in locations that are not impacted by domestic tourists, business where those have been lagging a little bit more based on just travel restrictions within the country, but overall, I’m pleased with the progress we are seeing in China and the steady improvement.

Your question, I apologize, I lost the second part of your question..

It was about supply chain disruptions that you talked about, were they specific to a particular brand? Or….

So – yes, thank you. The supply chain disruptions that we saw were very minimal and not material, particularly in China as we've migrated most of our finished goods production away from China for many years. So, as disruptions were progressing through the country, we were much less impacted.

So from a supply chain standpoint, you know, our business was less effective. As the pandemic spread through Europe and other parts of the globe, we were impacted with raw material suppliers in Italy and some finished goods production in Spain, particularly with Stuart Weitzman. However, those facilities are back online.

So again, overall, from a supply chain perspective, our diversified sourcing base has worked well for us and we have been much less impacted from a supply standpoint..

Your next question comes from the line of Lorraine Hutchinson of Bank of America..

Thank you. Good morning.

Just wanted to follow-up on some of the questions around the outlet business, is there a plan to develop more of a presence online to address the post COVID shift toward e-commerce?.

Short answer is yes.

Todd, do you want to add a little more?.

Yes, that is definitively the short answer. The more fulsome answer is that we recognize that just like our retail customer, the outlet customer is an omni-channel customer and I'll speak specifically to coachoutlet.com.

It is a robust channel that we are using, we're learning and that customer, particularly a millennial younger customer is going to embrace and is shopping..

Thank you..

You're welcome..

Your next question comes from the line of Oliver Chen of Cowen..

Hi, good morning..

Hello, Oliver.

How are you?.

Very good. Thank you, thank you. The China momentum has been encouraging, but that market has had a coordinated shut down as well as reopening. What are your thoughts on the key lessons there in terms of what may be applicable to the U.S. and some of the difficulty in the U.S.

as different areas are opening at different times? I would love your thoughts on what that may mean and what you're considering, as well as some things you mentioned on the call including live streaming and using Zoom, how you see retail evolving with new opportunities to pursue at home engagement? And then, Joanne, on the debt covenant, was just curious about how we should think about that four times covenant as we approach next quarter and what's on your mind for managing that? Thank you..

Thank you, Oliver. Why don't I start, Joanne, and then have you pick up, but on China, you know, we – you know I often smile, you know, because we've got a great benefit clearly of being global and being direct to consumer. And so, in some ways, you know, every day for us is Groundhog's Day.

You know, we get to see something play out in China and we get to learn from it and think about what implications that may have for us and the rest of the world and, you know, to adapt our businesses globally.

So, you know, there are aspects of China that are certainly idiosyncratic to China and, you know, we listen very carefully and we try to understand that. But I would say though, that when we look across other regions of our business, we think we believe that there are – that there's also a lot that is relevant in the China experience.

So, you know, for example, you know, South Korea, you know, which has a different policy framework than China does, has gone through a curve that is actually not that dissimilar to China and that in many ways gives us some confidence in terms of as we think about what reopening may look like in the West.

And, you know, even – you know and as we look at our digital business in the West and we look at some of the underlying consumer behaviors, that would also suggest that there is, you know, real consumer demand coming through this period and that that again, is not totally idiosyncratic to one region or one political system.

The, you know, other comment I'd make to your – you know, WeChat, you know, and live streaming and at-home is that – you know that is – that's part of the comment I made a moment ago about blurring of the line between physical and digital and increasingly as we think about a real omni-channel world where we see, you know, great opportunity going forward.

And, you know, I loved what happened within our system and this speaks to the power of the portfolio because the live streaming actually began at Stuart Weitzman in China. Our Coach team in China watched that, saw the potential, not just potential, the actual impact it was having in terms of driving business.

So, they ended up in, you know, taking it and reinterpreting it for Coach to real success. And then, independently, all the way across the – you know the Pacific, we had different teams in California, in other parts of the U.S.

and in North Carolina [at] Kate Spade who took, you know, the Zoom and brought people into their – literally, store associates bringing people into their personal closets and saw that it both created real brand heat, created real connectivity and then it translated into, you know, very strong digital results at Kate Spade.

So, you know, we do think – we don't view these as kind of accurate data points. We believe that they're part of a secular trend and, you know, are working, you know, extraordinarily hard to make sure we learn the most from it..

And Oliver, I'll jump in on the other questions regarding our credit facility, and I'll start by saying, you know, our priority right now is to protect our liquidity through this crisis and we entered the crisis really at the beginning of the calendar year in a very strong liquidity position and we ended the third quarter with just under $900 million in cash and cash equivalents on hand.

As we entered the fourth quarter, we did draw $700 million of our $900 million revolver really to further bolster our cash balances and have the flexibility and liquidity.

You know our covenant is an adjusted debt-to-EBITDA covenant and we are closely monitoring our leverage and in close communications with our credit facility banks on any adjustments we need as we move forward for, you know, a short period of time to see it through the crisis..

That's great. Thank you. Best regards. Thank you both..

Thank you, Oliver..

Your next question comes from the line of Paul Trussell of Deutsche Bank..

Good morning and thank you for taking my question.

Earlier, you mentioned some of the dynamics that we should keep in mind on gross margin, especially with some of the geographic mix changes going on, was hoping you could dig into a little bit more detail on other puts and takes around gross margin as we think about not just geographic mix, but, you know, the channel mix and just what's transpiring in terms of the rate of recovery, how you’re managing inventory and anything else to note? Thank you..

Yes, I can take that. In terms of gross margin, I would say that generally speaking, the margin performance within each brand is shaping up the way we had expected. However, the impact of the disruption in our business with stores closed has had a significant and material impact on the outcome on overall margins.

So, the real driver is – has been the geographic mix, most prominently, and that, as I mentioned, work against us in Q3 with the international business and namely China, having a much lower penetration to our average and that business is a high-margin business.

As we move into Q4 and as we've seen more stores closed more broadly across the business, we see that impact actually reversing a bit with the North America business underpenetrated as we move into Q4, relatively underpenetrated I should say.

You know by channel, I would say that we feel really good about our ability to drive the digital business globally and have seen a really nice response from our customers in terms of demand trends there, but have not seen a material impact on margin.

As we think about managing margins through the rest of this fiscal year and into fiscal year 2021, one of the biggest controllable items is how we manage our inventory.

And as I mentioned earlier, we've taken aggressive actions to align our inventory with how we see the demand trends unfolding and that includes the over $500 million of adjustments that we have taken, not only does that preserve cash flow, but it also puts us in a better position as we move through the year to manage the promotional activity.

So, the other factor in gross margin that we're monitoring is really that promotional activity.

You know, we expect that the environment and the promotional environment will intensify as we move through and we're very focused on making sure that we're controlling the elements that we can control, again, with aggressive inventory actions, and you know, there are few data points that give us confidence in our ability to positively manage margins in AUR, and to-date, we've seen success in driving higher margins on digital as we've managed through this part of the crisis, particularly in North America.

And as China has reopened, we've been generating higher margins versus last year across channels. You know, we have stated increasing AUR and driving margins, healthy margins as a priority in the past and our focus continues to be there.

And longer-term, we expect to continue to drive higher AURs based on being closer to the customer and driving innovation in our product. I think short-to-medium term, it's really about managing our inventories and responding appropriately to the environment..

Thank you for the color..

Thank you. .

Thank you..

Your next question comes from the line of Simeon Siegel of BMO Capital..

Thanks. Good morning, guys. And I hope everyone's doing okay through all this.

Just given the economic landscape, can you remind us what percent of domestic store sales and locations are within maybe enclosed malls versus off-mall? And then, Jide, this might just be the wrong time for this question, but you did mention the benefits of being a well-capitalized brand throughout all of this, can you just talk about recognizing defense is important, talk about the offense, the opportunity you mentioned to grab share whether it's the existing brands, or maybe any other color you see if you're looking at other brands within that that are not as well capitalized? Thank you..

Thank you.

Todd, do you know the response on the malls?.

Yes, directionally, directionally, you can think about half the malls being outdoor malls and about half the malls being enclosed malls when you look at the total North America fleet..

Great. Thanks, Todd. So I'll take a slightly more expansive kind of response to your question about where we find ourselves and how we take advantage of being in a relatively strong position, and I'll go back to some comments that Joanne made earlier, but, you know, there really are three phases to both weathering the storm and then emerging strong.

And clearly, the first is to – you know there's an expression that they use in India that I'm fond of, it’s do the needful, right. So to right size our costs and make sure that our costs are really in line with the current scale of our business, and, you know, we're clearly doing, that have been doing that for some time.

We'll, you know, continue to stay focused on that. Second is to rebuild, rethink core aspects of our operating model. And so, as – and we have the benefit, you know, we didn't know it at the time of having begun rethinking, you know, our growth model, you know, six to eight months before COVID-19 hit.

And so, you know, our ability to really be very thoughtful and deliberate about increasing our focus on the consumer, investing in systems to better connect with that consumer to understand where she is traveling to, you know, really – and as we've talked a lot about on this call about, you know, the digital and being, you know, on the front end of that using data or knowledge to really drive, proactively drive decisions and having an organization that's much more agile in terms of how it makes decisions and in terms of the culture, and you know, our sense is that, you know, our relative strength allows us to hold two thoughts in our minds at the same time.

One is to take the immediate really firm steps that need to get taken on the cost side in terms of our business, but two is to really be thinking going forward and to be making, you know, very surgical investments in areas going forward.

And that then allows you to get into a third phase, which ultimately is what I’ll call the flywheel, right, where you really have this exceptional business model.

And, you know, as we've sat internally and really looked at where we're likely to go, you know, our sense is that, you know, coming out of this extraordinary period, you know, and haven't taken the steps that we've already taken and positioning ourselves to continue to work forward, particularly on our growth agenda.

You know, we'll be in a position where we've got really healthy margins and margins in many ways, frankly, that look more like the historical Coach business did in its best years and real operating leverage in the business going forward and that's part of the luxury that our position affords us as opposed to some of our peers who may only be able to focus on the first part of that, on just right sizing their costs and not thinking as much forward, both because they may not have had the benefit of beginning to think through some of those issues, you know, six, eight months ago, but also because, you know, they may not have the wherewithal to make those investments going forward [indiscernible] you know, clearly in a very surgical way..

Great. Thanks a lot. Good luck for the rest of the year and best wishes to everyone..

Thank you. .

Thank you very much. You too..

Our final question today comes from the line of Michael Binetti of Credit Suisse..

Hi, guys, good morning. Thanks for taking our questions in here and I’ll add my hope that everybody is doing well. Joanne, just a couple of modeling questions real quickly, you know, the gross margin, all told, was fairly stable in the quarter, just some mix that you pointed to.

I'm wondering if you think it's bottomed in the third quarter given the abrupt nature of the start of the shutdown.

You said in the fourth quarter, the mix shifts back in your favor from North America being lower, maybe some thoughts on how markdowns will start to phase in and I'm guessing that's a bigger drag in 4Q, so I don't know if that’s bottomed? And then, same question on the SG&A you mentioned, you know, I'm wondering if the deleverage gets worse before it gets better or not because you have more ability to proactively manage costs in the fourth quarter?.

Yes, thanks, Michael. So from a modeling perspective, as I mentioned, the most significant impact to the gross margin rate is the store closures and the relative penetration of our geographic regions to our total. And as I mentioned in the third quarter, that worked against us with the international and China penetration being so much lower.

You know, the North America stores being closed has the opposite impact on the margin rate, obviously, not an aspirational outcome, but it does have the impact of relative lower penetration in North America driving a benefit to the margin rate and that's what we would expect to your point.

The other aspects of margin management have been in-line with our expectations and we expect that to continue.

You know there is an expectation as we move later into the year, calendar year, into the first part of our fiscal 2021 that we will be navigating more headwinds from a promotional environment, but as I mentioned, we're taking significant actions on inventory management to ensure we're best positioned to navigate through that.

So, the way we see, you know, margin shaping up outside of the significant geographic mix issues is mainly in line with our original projections. From an SG&A management, we have been – you know we are taking a rigorous approach on SG&A and frankly, everything is on the table.

I think we covered in our notes some actions that we have taken, some of which started in the fourth quarter, some actions will start July 1 at the beginning of our fiscal year.

I think we talked about previously – we mentioned previously the temporary reduction across our [indiscernible] salary and compensation across our Board, management team, and employees. We, on the other side of that, have been in the fortunate position to be able to extend salary and benefits to our retail associates through May 30.

So, those expenses and as that SG&A continues in Q4, should our stores be closed longer at that point, we would furlough – we would be furloughing our retail associates. Beyond that, we’re addressing all aspects of SG&A and, as I mentioned, everything is on the table.

We expect to have lower overall SG&A, but it will not be enough to offset what we expect to be the topline reductions in Q4, so do we expect significant deleverage in Q4..

Okay.

And then, I know you guys have been generous with the time here, Jide, if I ask you one higher level question, I guess as we all take a breath and be thankful that we see a path to the stores reopening at this point, I do want to ask you and others will be reopening back into a recession, a lot of the economists suggesting unemployment will be well into the double digits, you know, can you talk to anything specifically that you’re going to do to prepare to sell into the environment and into that consumer mindset related to the budget as we do get reopened here?.

Sure. You know one is to acknowledge that clearly.

And so, as we think about the return, you know, it's a, you know, a slower rebound and perhaps, you know, want to see post other downturns, but that said, clearly a rebound and in part of what we’ve seen and sorry to mention it yet again, but what we’ve seen through our digital channels in, you know, recent weeks and month is that there does continue despite what is clearly a severe economic downturn in the west, you know, what we see as continued demand and continued desire for our product.

And so – and really it’s a little bit of a repeat of some of what Joanne has said, you know, we’ve planned accordingly, so we’re not planning for a quick rebound both in terms of how we think about our long-term cost structure and how we think about where we make our investments, but let's also recognize two things, our experience in prior downturns is that our accessible luxury positioning positions us extraordinarily well relative to the traditional European luxury players.

So, we think there is a market share opportunity for us in the type of environment that you just talked to. And then, we also believe, you know, when you think about the balance in our business between retail and outlet, the outlet business, you know, we think we provide extraordinary value across both of our businesses.

However, that outlet business is particularly, you know, value – a value business, and so we think in many ways. Yes, it will be a subdued environment in all likelihood, but if there is a business, a set of brands that are well-positioned for that, we believe that, you know, our brands are exactly that..

Thank you so much..

Thank you. .

Thank you. That was our final question. I’ll now turn the call to management for any additional or closing comments..

Absolutely. So, I'll close this call by remembering a colleague that we at Tapestry lost this month to COVID-19. He was a true craftsman who created beautiful product in our Coach Leather goods workshop here in New York City. He was described to me by one of his fellow craftsman as a hard-working humble man.

He was our edge paint expert and very good at his job, always smiling and never any drama. And so for me, that description is as honorable a way to live one's life as one could live, hard-working, humble, expert. I'm proud to have been his colleague.

And so I thank each of you, our fellow stockholders for entrusting us with your company during these extraordinary and uncertain times. Thank you very much. Stay well, stay safe..

Thank you for participating in the Tapestry conference call. You may now disconnect your lines and have a wonderful day..