Icon Energy Corp (ICON) 2016 Q3 法說會逐字稿

Good day, ladies and gentlemen, and welcome to the Iconix Brand Group third-quarter 2016 earnings call. At this time, all participants are in a listen-only mode. Later, we'll conduct a question-and-answer session and instructions will follow at that time.

(Operator instructions)

As a reminder, this conference is being recorded. I would like to introduce your host for today's conference, Jaime Sheinheit, VP of Investor Relations. Ma'am, you may begin.

Good morning, and welcome to the Iconix Brand Group third-quarter 2016 earnings conference call. On today's call, we have with us John Haugh, our President and Chief Executive Officer; and Dave Jones, our Chief Financial Officer.

During today's call, we will be making some forward-looking statements within the meaning of the Federal Securities laws. The statements that are not historical facts contained in this conference call are forward-looking statements that involve a number of risks, uncertainties and other factors, all of which are difficult or impossible to predict, and many of which are beyond the control of the Company. This may cause actual results, performance or achievements of the Company to be materially different from the results, performance or achievements expressed or implied by such forward-looking statements.

The words believe, anticipate, expect, confident, and similar expressions identify forward-looking statements. Listeners are cautioned to not place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. I would now like to turn the call over to John Haugh.

Thank you, Jaime, and good morning, everyone. On today's call, we will review our third-quarter results and provide an update on our outlook for the full year of 2016. We look forward to sharing our three-year plan with you at our Investor Day, next Tuesday, November 15.

Before moving on to the results, I wanted to take this opportunity to announce that this past Friday we received a letter from the staff of the US Securities and Exchange Commission, Division of Corporate Finance, formally communicating that the staff has completed its review of the Company's forms 10-K for the years ending December 31, 2013, through 2015. After the tremendous amount of effort our finance and legal teams have expended during this process, we're very pleased to have this formal closure. I would like to thank our team for their tireless effort in getting this resolved.

Turning now to our third-quarter results. Overall, the third quarter was another solid quarter for our company. Performance across the brands was mixed, but with our balanced portfolio, combined with the Company's attractive margins, we were able to achieve stable revenue, increase profits and healthy free cash flow.

Looking at our results by segment, our entertainment and home businesses were strong, and offset declines in certain women's and men's brands. Revenue in the entertainment segment was up $5.4 million in the third quarter, driven by continued strength in the Peanuts brand. Peanuts has maintained significant momentum following the movie year, which we believe speaks to the power of this global brand.

The growth in the third quarter was primarily driven by the tremendous strength in Japan, the brand's largest international territory. Other Peanuts news included, in the last 60 days Peanuts marketing garnered $1 billion media impressions, via the partnership with Rock the Vote, and the Great Pumpkin themed corn maze initiative, celebrating the 50th anniversary of It's a Great Pumpkin, Charlie Brown. The Peanuts special It's Your 50Th Christmas, Charlie Brown won the Emmy for outstanding children's program, and the Peanuts new shorts were nominated in the Best Kid Animation category for the 2016 International Emmy Kids Awards.

You may have also seen this quarter that the Peanuts partnership with MetLife will be ending. MetLife has communicated it will honor the current contract, which lasts through 2019. Following the conclusion of this relationship, a number of categories will reopen for Peanuts licensing, creating new opportunities for growth in the US and abroad.

In our women's business, revenue was down approximately $4 million in the third quarter, $1.2 million of which was related to the sale of Badgley Mischka in the first quarter of this year. The remainder of the decline can be attributed to Danskin Now's tiered royalty structure, which hit a lower royalty rate in the third quarter, driven by the higher overall Danskin Now growth at Walmart.

Also, the Candie's brand at Kohl's, which was negotiated to a higher royalty rate of lower guaranteed minimum when we extended the contract through January 2021, and the decreased sales of Bongo, which a DTR with our partner, Sears. In the fourth quarter, we have some new initiatives launching that should offset some of the softness we saw in the third quarter.

For the Candie's brand, we took back certain categories from Kohl's, including home and kids that we will be launching with new licensees in the fourth quarter. We will also be rolling out a new intimate sleepwear and hosiery program for Material Girl brand, a new footwear collection for London Fog.

Revenue in the men's segment was down $3 million in the third quarter. As we have stated, 2016 is a transition year for our men's fashion brands. While certain initiatives are taking slightly longer than originally anticipated, we do expect to see improved results across our men's fashion brands in the fourth quarter.

On our new Ecko core licensee, we continue to ramp up and we are expected to achieve growth in the fourth quarter and in 2017. The brand has tested well in New York, and will be rolling out deeper in 2017.

Rocawear continued to be impacted by the sell off from the former licensee, which has delayed the launch timing for the new licensee. We expect to flush through this product and correct for back-to-school 2017, Rocawear's historically biggest-selling season.

Starter trended down at Walmart as certain basic categories shifted from Starter to their house brands, however, our Starter Black business is accelerated, and we are actively developing an upstairs business in major specialty and department stores, and exploring additional distribution options for this brand. Our home business had a strong quarter with revenues up $1.6 million, driven by the strength in our Sharper Image, Waverly and Charisma brands.

Sharper Image's strong results in the third quarter reflect the brand's growing giftables program for the holiday season, which began shipping in Q3. I would like to advise that some of the success is Q4 pull forward.

Our Waverly brand continues to benefit from its new placement in Walmart, and in the fourth quarter we will be launching a new holiday gift program at all Walgreen stores. Our Charisma brand continues to perform well at Costco, and today, I'm happy to announce that Costco renewed its Charisma license for another three years, taking us through 2019.

Our international business is softer than expected, reflecting economic uncertainty across most of Europe and the Middle East, and we now expect international royalties, excluding entertainment, to be approximately flat for the year. From a business standpoint, we continue to make progress in expanding our international footprint. We have gains in Latin America with DTRs, but they have been negated by foreign exchange movement, particularly in Mexico.

We continue to execute our China strategy, and recently signed a long-term license for Danskin with Li Ning, one of the premier sports companies in China. And our attempts to utilize a more traditional brand licensing and management business strategy in China is proving successful, and we expect China to be a key growth area for Iconix.

We will share more on our China strategy next week. I would now like to turn the call over to Dave Jones, our Chief Financial Officer.

Thank you, John, and good morning, everybody. Reviewing results for the third quarter of 2016, the Company generated $90.9 million of revenue, flat to the prior-year quarter.

As John mentioned earlier, revenue in the prior-year third quarter, included approximately $1.2 million of licensing revenue from the Badgley Mischka brand. For which there was no comparable revenue in the third quarter of 2016, due to its sale earlier this year.

The third quarter of 2016 benefited from a $1.6 million favorable impact from foreign currency exchange rates, primarily related to the yen. Total SG&A expenses were $50.6 million in the third quarter of 2016, a 19% decline, as compared to $62.8 million in the third quarter of 2015. The largest component of the decline is related to lower bad debt expense.

In the third quarter of 2015, the Company recognized approximately $12.2 million of accounts receivable reserves and write-offs, related to a comprehensive review of our license agreements, as compared to $1.8 million in the third quarter of 2016. Operating income in the third quarter of 2016 was approximately $40.7 million, a 46% increase, as compared to $27.8 million in the third quarter of 2015.

Operating margin in the third quarter of 2016 was approximately 45%, as compared to approximately 30% in the prior-year quarter. 52%, though, without special charges in the third quarter of 2016, versus 53% in the prior year without special charges and the bad debt expense.

For the full year, we expect operating margins to be approximately 48%. Interest expense in the third quarter was approximately $24.9 million, as compared to interest expense of approximately $22.3 million in the third quarter of 2015. The increase is related to the new $300 million senior secured term loan that the Company consummated in April, which has a higher interest rate than the Company's convertible notes that were repaid in June of this year.

The Company's reported interest expense includes non-cash interest related to its outstanding convertible notes, and amortization of deferred financing costs. Cash interest paid in the third quarter of 2016 was approximately $19.5 million, as compared to approximately $11.9 million in the prior-year quarter. In the third quarter of 2016, the Company recognized a gain of approximately $10.2 million related to the sale of its minority interest in Complex Media, and a gain of approximately $4.2 million related to the repurchase of a portion of the Company's 2018 convertible notes at a discount.

Both of these gains are excluded from the Company's non-GAAP metrics. Company's effective tax rate was approximately 33% in the third quarter of 2016.

After accounting for the tax benefit related to the amortization of the Company's domestic intangible assets for tax purposes, and the US net operating loss carry forward, the Company paid taxes in the third quarter of 2016 of approximately $1.4 million, primarily related to withholding taxes on international royalty revenue. For the year, I would expect a rate of 32% to 33%.

Non-GAAP net income was approximately $11.1 million in the third quarter of 2016, a 114% increase, as compared to $5.2 million in the third quarter of 2015. Non-GAAP diluted earnings per share was approximately $0.19, as compared to $0.11 in the third quarter of 2015. The Company generated approximately $24.8 million of free cash flow in the third quarter of 2016, as compared to approximately $40 million in the third quarter of 2015.

The decline partially reflects timing of certain royalty payments, which have since been collected in the fourth quarter, and higher interest costs in 2016 compared to 2015. As it relates to our full-year guidance, in the fourth quarter, we expect the majority of free cash flow to come from cash flow from operations, which includes a tax benefit similar to last year, and an additional $20 million from past trademark sales, JV formations, and cash received from notes receivable from licensees.

Moving on to the balance sheet, the Company ended the quarter with approximately $240 million of cash, which includes approximately $28 million of wholly-owned domestic unrestricted cash, $20 million of domestic unrestricted cash that's in consolidated joint ventures, $74 million of unrestricted cash held internationally, and $118 million of restricted cash. A portion of the Company's restricted cash can be used for acquisitions.

This includes the cash the Company received from the sale of certain assets and investments, including Badgley, Ed Hardy China, and Complex Media. The Company ended the quarter with $1.35 billion face value of debt. Delevering the balance sheet remains a top priority, and over the course of the second and third quarters, the Company opportunistically bought back $105 million principal value of its 2018 convertible notes for approximately $35 million of cash and $7.4 million of shares.

Moving on to guidance, on our last earnings call, we guided full-year 2016 revenue to the low end of our previous range, at approximately $370 million. We believe the revenue could be slightly below this estimate by approximately $3 million to $5 million, reflecting the delayed timing for some new men's programs, macro conditions in Europe, and some retail resets. We continue to expect to achieve 2016 non-GAAP earnings per share in the range of $1.06 to $1.21, but we're trending to the low end of this range.

We expect GAAP earnings per share to be approximately $0.04 lower than our previous guidance of $0.93 to $1.08 to reflect higher than expected professional fees associated with the SEC investigation, which are excluded from our non-GAAP metrics. We expect to generate significant free cash flow, and for 2016, we are maintaining our free cash flow guidance of $169 million to $184 million.

Next Tuesday, at our Investor Day, we will share our three-year strategic plan and financial plan with you, and we plan to provide 2017 guidance with our fourth-quarter earnings release. We believe the fourth quarter release is a more appropriate time to provide the following year's guidance, and we plan to stick to this schedule in the future. Note that this change has nothing to do with current business trends.

We're optimistic about our future, and we're working on a number of initiatives that we believe will drive low-single digit organic growth in 2017. I will now turn the call back to John.

Thanks, Dave. As many of you know, 2016 has been a transition year for Iconix. Since I joined the Company as Chief Executive Officer on April 1, a top priority of mine has been to identify our Company's strengths and challenges, and from that, build a strategic plan to create sustainable value for the future.

Iconix has a world-class portfolio of brands, a strong global network of partners, and profitable business model. With this solid foundation, I believe there is significant opportunity for us to grow both here in the US and internationally. Next week, we will share with you our three-year strategic and financial plan, which will provide significant insight into the work we have been doing to develop a plan that fully capitalizes on our existing platform, and evolves the business to create long-term shareholder value. I would like to thank you all for participating this morning. We would now like to open the call to questions and answers.

(Operator Instructions)

Bob Drbul, Guggenheim.

Hi, guys. Good morning.

Just had a couple questions first. On the Walmart business, with Danskin going to a tiered royalty rate, when did that occur, and is that how Starter is, as well, currently?

Bob, it's John. Two things, first, welcome back, it's good to have you back.

Second, in many, if not all of our -- I shouldn't say all -- in many of our relationships in our DTRs, we have a tiered royalty program that starts higher for the first $100 million in sales, and eventually tiers down, so that is consistent with our Danskin business with Walmart, it is consistent also with our Starter and our Ocean Pacific, and is consistent with many other large mass and mid-tier relationships. So, yes.

Okay. And on the changes in Candie's, I think that you said you took back home and kids.

So, what else is there? Is it the footwear remains at Kohl's as exclusive, what else is going on in that business currently with Kohl's?

With Kohl's, actually, we have, you're right that Candie's started with footwear, but now it is footwear, it is juniors, there is denim. Do we have an intimates? We planned on intimates, I don't think we have that now.

But we are a big part of their juniors business, and frankly, the management is very happy with how Candie's is performing. So, we have expanded dramatically from the original footwear business, and now we are one of their core brands in many different categories.

Okay. And then, I guess just the other question I have is, as you look at the cash position today, what's the plan going forward with the free cash that you have, and sort of how will you prioritize it around either debt buyback or the loan paydown, et cetera?

Dave, it's John. I'm going to let Bob answer this, but what I would like to do is encourage you, next week we're going to get much more into this, so happy to have Dave give you a quick answer today, but I think next week is really where we talked about how we want to manage business for the next several years.

Bob, how are you? I think we've said a few times, our strategy today is delevering is our most important priority. We've got the 2018 notes in our sights.

As you know, we've got some restrictions on what we can use our cash for, international cash in particular can be used for acquisitions, but obviously, would give us some tax problems if we brought it back over. But we've got some cash on the balance sheet today that we can use for the 2018. We will generate somewhere cash between now and their maturity, and then we will have a plan for the balance, and as John mentioned, we will talk a lot more about that next week.

Great, thank you very much.

Dave King, Roth Capital Partners.

Thanks, good morning, everyone. I guess first off, in terms of the implied revenue guidance for the fourth quarter, it looks like it is declining a little bit from the current run rate. I guess can you talk about the major drivers of that, in terms of what you cited in the release, and then in the prepared remarks?

I mean, are you able to quantify the impact that came from Danskin, for example? And then I guess more importantly, as we think about kind of the run rate, is this sort of a good level on revenue?

It sounds like it might not be, given the high level comments you already made about 2017, but I guess kind of what gives you the confidence that we should move up off that level? Thanks.

So, Dave, I'll take a shot at this and our Dave might jump in as well. I think the way to think about it is, back in our Q2 call, Q1 call, it was my first time to talk, and we made some adjustment to guidance. There were a lot of moving parts, and if I could have, I'd probably go back and I would've just clipped it a little bit lower, given how many moving parts we have.

We've spent months really looking at where we can grow, and we're excited to talk about this next week, so I want to continue to focus everybody on our discussion next week, because I think it'd be more deep and more fruitful. We believe that as 2016 comes to a close, and we've come down a little bit, we've spent a lot of time and believe that we can create organic growth. We have not done that historically, and so we have to, you know, proof will be in the pudding, as they say.

But when we look at our business and say why we think we will be able to move forward, we are clear on some new contracts that have been put in place, we've talked before about men's turning a corner. We have several women's initiatives we feel pretty good about. International for us historically has been a strong growth market, oftentimes high-single digits. This year there have just been so many what I call kind of economic malaise, Brexit, other things going on over there, that has affected us a little bit.

We think we've got the [big] (inaudible) start to turn that for next year. So, we believe strongly that where we land this year will be our foundation from which we should be able to start growing. Again, we're going to have to prove this to you and to all of our shareholders, and to all the individuals who track us, but I know the Management team believes that we can start going north.

Okay, that's good color, I will save my followups on that one for next week, then. And then maybe switching gears, in terms of the 48% operating margin guidance, Dave, is that a core number, or a GAAP number.

I guess, what I'm getting at is, in terms of the operating margin for fourth quarter baked in the guidance, what's the fourth-quarter operating margin we should be thinking about? And then it looks like there might be higher expenses there than the current run rate, at least, is there anything driving that?

Yes. I think the 48% is a GAAP number. If we look at the fourth quarter, just doing the math, I think we'd expect a 40% to low-40% GAAP operating margin in Q4. Most of that is driven by the timing of the spending on marketing.

If you look at that GAAP number of 48% for the year, as I mentioned earlier, if you exclude the special charges, it's about 52%. So, we've always talked about being in that 50% range. So, we feel pretty comfortable there.

Okay. That helps.

And then I guess lastly from me. If I think about sustainable levels of free cash flow going forward, how much of the, call it $170 million plus, is sort of achievable?

I think there are a lot of gains this year, I think that $17.7 million in JV installment payments, how much of that should continue, how much of the $12.3 million in notes receivable payments do you expect to be able to replace? Any color around how we should think about it in out years, from a high-level basis would be appreciated. Thank you.

Yes. No problem. So, as I'm sure you've seen in our earnings release, we have a table in the back on the free cash flow, so you can pretty easily pick out the one-time items.

There are some notes that will continue to be repaid in 2017, and I think they were about $10 million, if I'm not mistaken. We've talked about a sustainable free cash flow of $160 million. I think that's still a reasonable number.

We've obviously got some growth built into that. And there are certain expectations for some of the trademark activity and notes repayments and things like that will continue.

And then as we get further out, we would expect to look at [exit] those one-time items and really focused on the core. And again, to John's point, I think we will, next week we will have a lot of good color on that.

Perfect. Thanks for the color, John and Dave, and we will see you next week.

John Kernan, Cowen.

Good morning, guys, thanks for taking my question. Just wondering if you could address kind of where the portfolio stands and where you see it going.

Obviously, your number one priority is debt paydown, which can be assisted through asset sales, but does that inhibit your ability to do M&A? How are you doing the M&A environment, and as the portfolio manager, how are you looking at additional asset sales in the future?

John, it's John. Two things, sorry to sound a little bit like a broken record, but we've got everyone next week for two hours. And in that, we will talk in very exact detail as to how we see the portfolio brand by brand, our entire business.

We will talk where the cash sits today, and where we would like to use it, where we can and cannot use it, but what you will get next week and what everyone will get next week is a growth story. And so, we will talk about which brands we think are strong, which brands we think have big opportunity, which ones have, frankly, more modest opportunity, and how we plan to use our dollars. So, I think instead of trying to give it a quick answer here, we have a chance to give everyone a good two hours on it next week, and I think that might be a better comprehensive answer for you and for everybody else.

Understood. You talked about growth, can you help us understand the international business, what's going on there, and how you expect to use your IT internationally to drive some of this growth and some of this -- the corporate structures that you're going to use to do that. I know in the past, there was a focus on JV, so I'm just wondering how you expect to drive the international business going forward.

Again, we're going to spend a fair amount of time on this next week. I think the short answer is, John, you really look at Europe is a market, China is a market, the rest of Asia is a market, LatAm is a market, and Middle East is a market. Those are kind of our big opportunities.

And the answer is a little bit different, as you go through the different markets, we'll again talk about that next week. I think in some cases the JV is entirely appropriate, in some cases we will want our own people on the ground driving the business. In some cases, we will have strong international brands that can play across all of those regions, in some cases there will be what I'll call US brand that plays while outside of the US, in some cases not.

But I think one of the things we are really looking at is, it's not enough for us to say, I will call it kind of US/North America and international, it's US/North America, and then some core areas, again, Europe and China and Asia and LatAm. And we're trying to drive strategies by those respective markets, because we don't always find that the same answer transcends boundaries.

So, that's what we'll talk about a little bit next week. We feel confident in international. Couple bumps this year to give us a flat business versus the growth we were anticipating.

But we feel strongly in the leadership. We feel strongly in the structure that exists and that we are putting in place that will help us have a good business 2017, 2018, 2019 and going forward.

Okay, that's helpful, we're definitely looking forward to next week. And just finally, obviously, the environment out there is choppy.

Just wondering how you feel about your accounts receivable and the credit that you have extended within those receivables with some of your licensing partners.

John, it's Dave. I think we feel pretty good now. Obviously, the bigger risks are, we found, to be international where in particular in countries where there is not as mature of a system for helping you collect receivables.

So, those we look at those pretty hard. We did a very comprehensive review kind of soon after I got here last year, and as we mentioned in the call, we had some pretty significant write-offs at that point. The bad debt expense was pretty normal in this quarter, and we have a pretty comprehensive process for reviewing it every month that we shouldn't, we wouldn't expect to have any surprises.

And John, it's John. Let me jump back in with one thing, too. I think Dave is 100% right.

I think one of the things that we're managing closely is, we are fortunate. We have relationships with the top retailers, frankly, throughout the world. And as you know, in some cases, some of these guys are struggling a little bit.

We have three amazing brands with Sears Kmart. We have Joe Boxer, we have Canon, and we have Bongo. We pay very close attention to the business.

We spent a lot of time with our Management team and make sure that the brand is hitting or exceeding minimums wherever possible, and understand exactly how that brand is going to be supported. So, we do pay attention to what's going on around the world and keeping an eye on some of the licensing that are, frankly, not so easy to find and meet with, but also we pay attention to the rest of the retail community, because their success, our success is wedded to their success. So, we also pay a lot of attention to that, and we will talk about that a little bit next week, as well.

All right, guys, thanks. Looking forward to next week.

Steve Marotta, CL King & Associates.

Good morning, everybody, thank you for taking my question. As it pertains to MetLife, do you intend to replace and release them before the end of the contract? In other words, if you had lined up additional licensees, do you have the flexibility to do that, and is that your intent?

Steve, I would love to give you a good answer, but my chief counsel is sitting right next to me, so he won't let me. Listen, MetLife has been a great partner for I think 31 years. They gave us a heads up, where we had a sense that this might be happening.

So, we have been thinking about what our future looks like. We could not be going, I will leave it at this. We could not be going, I will leave it at this.

We have an excellent relationship with MetLife, and they are very honorable, so we don't see any risk in the contract, and they have been clear with that. I will also tell you that we could not be going out into the market at a better time with the Peanuts brand. In a stronger today than it's ever been.

It's revenue is probably 30%-plus higher today than it was when we acquired the brand, in terms of licensing revenue around the world. So, this is, we're disappointed, we enjoyed the relationship. But frankly, our team has been thinking about this, and we see this as an opportunity, as we've said earlier in the comments.

That's helpful, thank you. Given the entertainment divisions movie release comparison coming up in the fourth quarter, is it reasonable to assume that revenue will be down for the entertainment division, and say to mid-high-single digits for the fourth quarter?

Reasonable.

And lastly, you alluded to this earlier, but I'm wondering if you could get into just a little bit of specifics when you look out to 2017 you mentioned that low-single digit organic growth is possible and even targeted. Can you talk about which categories are most right for that growth, and which you expect to continue to be challenged?

Absolutely. But then, Steve, you wouldn't listen next week when we present it in more detail.

I will still listen, I promise.

If I can, I'm going to ask you to just wait one week, because again, I think you're going to get -- we can say things right now, and next week we're going to give you deeper into our thinking, and I think it's going to be a better answer. So, if I could, I try to beg off for one week.

Fair enough, thank you very much.

But I appreciate your persistence.

Patrick Marshall, Cowen and Company.

Good morning, guys. So, I was just hoping to sharpen my pencil on a couple of points with your cash.

You delineate between your unrestricted domestic cash versus your unrestricted domestic JV cash. What is the distinction there?

Patrick, it's Dave Jones. So, the domestic cash is about $19.5 million in consolidated joint ventures. So, in joint ventures that we control, they're consolidated with our results, and then we take out our minority partners' share on one line.

So, any of the cash that's in the joint ventures is in that number. And the way to think about that is, if we owned 50% of every single joint venture, then ultimately 50% of that cash would get distributed out to the partners, and so, half of it would then move into our unrestricted domestic cash wholly-owned line.

Okay, so that cash is -- I think so, I guess the point I was trying to get at was, is that cash potentially available for debt buybacks?

Well, ultimately, when it's distributed it out of the partnerships out of the joint ventures, it will go into unrestricted, which then would be available for debt buybacks, yes.

Right. Okay. And then just to clarify, the Complex Media sale proceeds all went to restricted cash, correct?

They did, yes.

Okay. And I think the rest of my questions are all probably better asked next week.

Great, thank you.

I will save us all the time.

Jim Chartier, Monness, Crespi, Hardt.

Thanks for taking my questions. First, could you quantify how much revenue of Sharper Image was pulled forward into third quarter and out of fourth quarter?

One second, Jim.

Thanks.

I think we will give a little bit more color, sorry, we'll give a little more color next week. Because giftable has gotten stronger, and as you know, Q4 often orders into Q3, so we have an answer. We have to get specific, because we will, last year we had a strong hoverboard business that won't comp because of the hoverboard situation, so I think best answer is to get back to you on that one.

Okay. And then, on the men's business, do you expect reported men's sales to be up in fourth quarter?

The answer I'd give you on that one is, men's fashion versus men's athletic, we feel like men's fashion, which is something, Jim, that we've talked about for many quarters, frankly. Think Rocawear, think Ecko, think Zoo York, we see that turning the corner for Q4, and we do see that positive year over year.

Inside of men's also is athletic. So, we suspect that Starter, as we mentioned before, with a couple of category shifts that Walmart had done that will probably trend -- continue to trend down in Q4. When you net the whole thing together, still a little bit of down probably, but fashion we feel is turning and that's the thing we've been focused a lot on, and obviously we are paying close attention to athletic. But with respect to fashion, yes, we do see that starting to turn the corner in Q4 on a comp basis.

And the athletic, when do you lap the change in the Starter business at Walmart?

I would suspect we don't lap that for another quarter or two. It's probably Q2 next year before we lap it.

Okay. And then, you've talked in the last couple of calls about increasing some marketing spend to drive the business. Did you do any of that in third quarter, and if so, what's the early read on that investment?

I think the short answer is, I'm just kind of reading off this piece of paper. I'm going to give you the read on it so far. So, Q2, Q3, advertising, we were flat year over year in 2016, excuse me, in Q4 we look to be up.

I think the answer, I will give you a couple of anecdotes, so it is qualitative versus quantitative, which often is kind of the range we get. We have a couple sports people that have been involved with the brand. Think of Sarah Hyland with Kohl's.

When we lined up Sarah Hyland to be not only a sportsperson, but frankly, a creative director at Kohl's, we signed Sarah for one year. The relationship has gone very well. Milwaukee is very happy with it, we're very happy with it, and we are in discussions with Sarah and her team about continuing to stay in that relationship and drive more business for us.

We have the same situation with several other of our spokespeople. So, I think that anecdotally and qualitatively says we are being effective. I think the other thing we're doing is we're spending more in more measured media.

Meaning in social and some of the areas that we can track better. We have recently brought on to our board, as we announced a couple weeks ago, Kristen O'Hara, who brings very, very deep media metadata experience from her world at Time Warner.

So, we qualitatively believe we're moving in the right region. Quantitatively, we still want to validate that. And we're putting in place measures that will help us make sure we're getting an increased return on investment for our marketing overall.

Great, thanks, and I look forward to seeing you next week.

Thank you.

At this time, I am showing no further questions. I would like to turn the call back to John Haugh for any closing remarks.

Thank you. So, thanks to everyone for your continued support.

We appreciate it, and we look forward to seeing all of you next Tuesday at our corporate headquarters for our Investor Day. Thank you, and see you in a week.

Ladies and gentlemen, thank you for your participation in today's conference. This concludes the program.

You may now disconnect. Everyone have a great day.