Ladies and gentlemen, thank you for standing by, and welcome to the Q2 2020 Steve Madden, Ltd. Earnings Conference Call. At this time, all participants are in listen-only mode. After the speaker presentation, there will be a question-and-answer session. It is now my pleasure to turn the call over to your speaker today, Danielle McCoy, Director of Corporate Development and Investor Relations. Please go ahead.

Thanks, Raine, and good morning, everyone. Thank you for joining our second quarter 2020 earnings call and webcast. Before we begin, I'd like to remind you that during our call, we may make certain forward-looking statements as defined in the federal securities laws regarding our expectations or predictions about the future. Generally, these statements relate to projections involving anticipated revenues, earnings or other aspects of the company's operating results. Because these statements are based on current assumptions and expectations, they involve known and unknown risks, uncertainties and factors not within the company's control. And as such, our actual performance and results may differ materially from these statements. Our annual report and other reports filed with the SEC from time to time include detailed discussions of the risks the company faces, and we urge you to refer to these. Specifically, the COVID-19 pandemic has had and is currently having a significant impact on the company's business operations and results. Such forward-looking statements with respect to the COVID-19 pandemic include, without limitation, statements with respect to the company's plans in response to this pandemic. At this time, there is significant uncertainty about the duration and extent of the impact of the COVID-19 pandemic. Due to the dynamic nature of these circumstances, statements made on this call regarding the company's response to the COVID-19 pandemic could change at any time. Any forward-looking statements represent our judgment as of the time of this call and cannot be relied upon as current after today's date. We disclaim any intent or obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable law. The financial results discussed are on an adjusted basis, unless otherwise noted. A reconciliation to the most directly comparable GAAP financial measure and other associated disclosures are contained in our earnings release. Joining the call today is Ed Rosenfeld, the Chairman and CEO of Steve Madden. With that, I'll turn it over to Ed. Ed?

Thanks, Danielle. Good morning, and thank you for joining us today. To all of those listening, I hope you and your loved ones are healthy and safe. The past few months have been challenging for all of us due to the COVID-19 pandemic. At Steve Madden, we have prioritized the health and safety of our employees, customers and communities while also moving quickly to adapt to the current retail environment, mitigate the impact to our business, preserve liquidity and position the company to win going forward in a changed retail landscape. I'm extraordinarily proud of what our team has been able to accomplish and the dedication and resilience they have demonstrated during this challenging period. Since I last spoke to you on our first quarter earnings call, we've also seen the senseless and tragic death of George Floyd, which has sparked demonstrations across the country. Our hearts go out to George Floyd's family and to all people of color that experience this systemic racism that plagues our country. And at Steve Madden, we are committed to doing our part to create long-term positive change for the black community. Last year, we commissioned an outside consultant to do a diversity and inclusion gap assessment for the company, and to assist us in preparing a strategic plan to strengthen our efforts in that area. We've recently formed a diversity, equity and inclusion council to oversee the implementation of that plan, which includes initiatives around talent acquisition, talent development, unconscious bias training, new employee resource groups and more. We're also offering financial support to organizations making a difference. We donated $100,000 to Black Lives Matter and $50,000 to the NAACP, and we are matching all employee donations to organizations fighting racial injustice through the end of 2020. More broadly, the devastating impact of the COVID-19 pandemic and the long overdue reckoning with racial injustice in the United States have only emphasized to us our responsibility to all our stakeholders and the opportunity we have to create positive change for our people and communities. While conducting business responsibly has been a defining part of our culture from the beginning, recently, we've taken a number of steps to formalize our corporate social responsibility and sustainability goals and processes in an effort to put us on a path of meaningful and measurable improvement in the impacts we have. As part of that effort, we recently published our first sustainability report, which outlines our CSR road map and how we intend to ensure that CSR and sustainability are embedded in everything we do going forward. I invite you all to visit the Investor Relations portion of our website to see it. With respect to the business, our focus since the onset of the COVID-19 crisis has been on ensuring the long-term viability and strength of our company, and a critical part of that effort is maintaining and enhancing our strong financial position. On the last call, we shared a number of the measures we've taken to preserve liquidity and enhance financial flexibility. Early in July, we took the additional and painful step of letting go approximately 250 corporate employees. This was an extraordinarily difficult decision, and we want to express our deepest gratitude to all the impacted employees for their service to the company. And then last week, we closed on a new $150 million asset-based revolving credit facility to further increase our liquidity and provide us with even more financial flexibility. As we look ahead, we are well positioned to continue to navigate this crisis as well as capitalize on market opportunities as they arise. Turning to our results for the quarter. I have to say that Q2 was unlike any quarter we've seen before, and we hope we never see another one like it. Consolidated revenue declined 68%, and we reported a loss of $0.19 per share. In wholesale, we experienced massive order cancellations as a result of COVID-19. The majority of our wholesale revenue in the quarter came from our private label business, driven in large part by shipments to the mass merchants that kept their stores open throughout the crisis. As we move through the quarter and our key wholesale customers began reopening their stores, we did see reinstatement of a portion of our orders with all major wholesale customers. And we made strong progress in securing orders for the excess inventory resulting from the inventory cancellations. In July, we have seen a significant uptick in shipping, though overall, wholesale revenue remains under pressure compared to last year. In third quarter, we expect Wholesale Footwear revenue to decline approximately 35% and Wholesale Accessories and Apparel revenue to be down approximately 40% versus last year. In our Retail segment, the vast majority of our stores were closed for most or all of the quarter. In the U.S., we began reopening stores on May 20. We had less than 20% of our U.S. stores opened at the end of May and just over 50% open at the end of June. Today, we have reopened all but three of our stores in the U.S., although we've had to reclose 14 stores in California due to reimposed government restrictions. Outside the U.S., all stores have reopened with the exception of two stores in Mexico. Hours of operation in our stores have been reduced by 25% to 30% on average. Our e-commerce business has remained operational throughout, and it has been a bright spot. Revenue on stevemadden.com increased 88% for the quarter on top of a 58% revenue increase in last year's second quarter. Our increased digital marketing investments are generating strong returns, and new initiatives like try before you buy are resonating with consumers. We've been pleased that so far, our strong momentum in e-commerce has continued as stores have reopened. And while we have planned for the growth in this business to moderate somewhat going forward, we expect e-commerce to make up the majority of our Retail segment sales again in Q3. Overall, we expect Retail segment sales to be down approximately 25% in third quarter. So as we look ahead, we know the path forward will continue to be bumpy in the near term, but we remain steadfast in our confidence in the company's ability to successfully navigate this crisis and return to profitable growth once conditions normalize, a confidence rooted in the company's unique advantages: a strong portfolio of brands, led by our flagship Steve Madden brand, the clear leader in its market; our fortress balance sheet, which provides us the financial flexibility to weather any storm and continue to invest for the future; a diversified distribution model, which positions us to win in the channels that are increasing in importance, including digital and value channels; a proven business model built on a test-and-react strategy and industry-leading speed to market and inventory turns; and most of all, our exceptionally talented and dedicated employees. With that, I'll turn it over to Danielle to walk you through the details of our financial performance in the quarter.

Thanks, Ed. To everyone joining today, I hope that you and your families remain safe and healthy during this challenging time. In the second quarter, our total revenue decreased 68.2% to $142.8 million compared to prior year total revenue of $449.6 million. Our wholesale segment declined 72.5% to $100 million compared to $363.5 million in the prior year period, driven by significant order cancellations due to the impact of the COVID-19 pandemic. Wholesale Footwear revenue declined 72.8% to $78 million, and Wholesale Accessories and Apparel revenue declined 71.5% to $22 million. In our Retail segment, revenue decreased 49.2% to $41.4 million due to the closure of the vast majority of our bricks-and-mortar stores for most or all of the quarter. Our e-commerce business remained a bright spot, increasing 86% in the quarter, including 88% growth on stevemadden.com. We ended the quarter with 225 company-operated retail stores, including 68 outlets and eight e-commerce stores as well as 17 company-operated concessions in international markets. Turning to our licensing and First Cost segments. Our licensing royalty income, which is now included in total revenue, was $1.2 million in the quarter compared to $3.1 million in last year's second quarter. First Cost commission income, which is also now included in total revenue, was $0.3 million in the second quarter of 2020 compared to $1.6 million last year. Consolidated gross margin in the quarter was 39.1% compared to 37.8% in the prior year. Wholesale gross margin was 26.6% compared to 32.1% last year due primarily to a shift in sales mix to the lower-margin private label business. Retail gross margin was 67.4% compared to 59.7% in 2019 due primarily to a shift in sales mix to the higher-margin e-commerce business. Operating expenses for the quarter decreased 36.4% to $79.6 million compared to $120.9 million in the prior year's second quarter, reflecting the significant actions we took to reduce payroll and scale back on nonessential operating expenses. Operating loss for the quarter totaled $21 million compared to last year's second quarter operating income of $49.1 million. Our effective tax rate for the quarter was 26.9% compared to 22.4% in the same period last year. Finally, net loss attributable to Steve Madden, Ltd. for the quarter was $14.7 million or $0.19 per diluted share compared to net income of $39.5 million or $0.47 per diluted share in the second quarter of 2019. Moving to the balance sheet. Our financial foundation remains strong. As of June 30, 2020, we had $356.9 million of cash and marketable securities and $42.7 million in debt. Inventory totaled $103.3 million, down 29.3% compared to the prior year figure of $146.1 million. CapEx in the quarter was $1 million. Last, given the significant uncertainty related to the COVID-19 pandemic, we are not providing full year revenue and EPS guidance at this time. Now I'd like to turn it over to the operator for questions.

Your first question comes from Paul Lejuez from Citi. Your line is open.

I'm just curious, within the direct-to-consumer channel, you mentioned the e-comm shift was helpful to your gross margins. I was curious if that is sustainable over time as e-comm grows faster? Would that be a tailwind to margins? Or was there something more specific to this period where maybe you pulled back on promotions online? Then the second question, just curious about your wholesale order book thus far in 3Q. Do your orders, quarter-to-date, tell you that your partners are clearing through inventory at a rate in line with or maybe a little faster or a little slower than what you would have expected? Thanks.

So in terms of the benefit that we got to gross margin from e-commerce in the Retail segment from e-commerce making up a larger percentage, look, I think, yes, as e-comm grows as a percentage of sales, we will continue to see a tailwind there. It certainly won't be nearly to the degree that we saw it in Q2. Keep in mind that e-comm was I think it was 84% of Retail segment sales in Q2, which, as stores reopen, we certainly don't expect to see those levels again. So you won't see the same level of impact, but there will still be an impact from that mix shift. The other thing I'll point out, though, that so the majority of the increase in the Retail gross margin was attributable to that mix shift that we just alluded to. But there was also a further impact, which was a little bit of geography on the income statement and related to how we fulfill our e-commerce orders. So as I think you know, Paul, we've historically shipped the majority of our e-commerce orders to consumers from our stores. And in Q2, we pivoted and we're fulfilling everything from our warehouses. And while the profit to the company, the profit contribution is quite similar, whether we fulfill from stores or from warehouse, when we fulfill from warehouse, we have a higher gross margin and then a higher associated SG&A. And so that was also an impact that we saw in the quarter that will go back to normal essentially going forward or you won't continue to see that impact going forward. In terms of your second question, I think you were asking about how we if I understand correctly, how do we think the wholesale customers are doing in terms of moving through spring inventory? And how does that compare with what we anticipated? Is that right?

Yes, correct.

I think that if you look at the inventory in the channel, the customers have really moved through a lot of inventory. And particularly, if we think about Steve Madden inventory in the channel, frankly, our stock levels are too low. What we saw was when the crisis hit, everybody turned off the spigot, wasn't taking in new products. And everybody got very aggressive initially online and then also in stores once they reopened at promoting and trying to move through that seasonal inventory, that spring/summer inventory. These promotions, in general, were not targeted. They were across-the-board promotions. And in the case of the Steve Madden brand in particular, frankly, I think they went deeper than they needed to and really burned through that spring/summer inventory quite quickly, and left us in a position now where we're actually a little bit light relative to where we'd like to be in terms of inventory in the channel. And I think that really as I think it's particularly acute for the Steve Madden brand, but I think it's probably the case for their overall businesses in that seasonal inventory category. Now dress shoes would be different. I think that some of the retailers are stuck with excess dress shoe inventory that they still need to work through.

Your next question comes from Jay Sole from UBS. Your line is open.

I just want to follow up on that last point about some of the dress footwear. As we go into 3Q, is there any category shifts that maybe are going to be more favorable in terms of like what the current trends are that will help sales? And conversely, are there any that will be maybe more unfavorable? And can you sort of change the mix as you look out into the revenues of the back half of the year to sort of get into the styles that are trending the strongest?

Well, I think it won't come as any surprise that the dress shoe penetration is down from where it was a year ago and from where we expected it would be coming into the year, and we've really pivoted more toward casual styles, and that's really what's performing in the market. So for us, we've had a lot of success, and we're continuing to see a lot of success with our flat sandals, particularly our ornamented flat sandals, our platforms. We're doing very well with footbeds. And as we go into fall, we never like to talk for competitive reasons too much about what we're seeing, but I think we're not giving away too much to say that we're pretty focused on sneakers and casual boots. And we're also pivoting toward some of this cozy/comfort footwear. So I mentioned the footbed, but we're also we've also got slippers and sneakers with fur, et cetera. So in terms of can we pivot? Yes, we already have pivoted. As you know, that's really been the secret to our success for many, many years is how quickly we identify new trends and get our product assortment in line with what the customer wants.

And maybe if I can just follow up with one. The inventory was down a lot in the quarter. Obviously, that's a really good sign. Obviously, it's a very fluid environment, maybe things get better, things get worse. Can you just talk about your ability to sort of chase if we get into sort of the holiday season and things are starting to look better because if there's a vaccine or something or something good happens? Like can you just talk about that part on that potential?

Look, we are positioned conservatively on inventory going into fall. We thought that was the right way to approach it. But as you know, chasing our speed-to-market capability is, I think, second to none in our industry and chasing inventory is really or chasing hot trends is something that we do very well, particularly in fall when we utilize our sourcing capability in Mexico. So yes, if we identify that things are or if it looks like things are better than we anticipated, we will be able to chase. That being said, we have I want to reiterate that we have positioned conservatively. So will we actually maximize every last dollar of sales if things are great? No. We felt it was more important to protect us and protect ourselves in the downside.

Your next question comes from Matthew Degulis from KeyBanc Capital Markets. Your line is open.

Can you talk through the impact of Buy Now Pay Later has had on your e-comm business? And can you quantify default rates or your unit economics from this program?

So I think we've talked in the past about the success that we've had with our installment payment option, Afterpay. And essentially, the way that traditional product worked was the customer would pay in four installments, 25% at time of purchase and then an additional 25% every two weeks thereafter. And so we worked with Afterpay to come up with a custom product for us in which the first payment is not due until two weeks after and then, again, it's the balance of the payments come every two weeks. And, yes, one of the benefits there for consumers, other than stretching the payments out another two weeks, is that they could get the product and try it on before any payments are due. And we've been really thrilled with what we've seen from that so far. I'm not going to quantify, but the percentage of checkout, which was already very substantial with the traditional Afterpay product, has gone up materially with the new product. And we've also seen a further benefit to the average order value. So again, the average order value on Afterpay payments previously was much higher than the balance of our business, and with try it before you buy, it's even higher. In terms of default rates, that's Afterpay's. Afterpay takes the credit risk here. So that's not a Steve Madden issue, but they don't report so far any issues there. The bigger issue for us would be if it was driving up the return rate. But so far, we have not seen an increase in the return rate with people that are using try before you buy, which actually surprised us. Frankly, the economics work, even with a pretty reasonable increase in the return rate, but so far, we haven't seen it. We'll continue to monitor that.

And one more, if I could. Since your consumer base skews relatively young, can you talk about how your customers have benefited from the consumer stimulus? And how you're planning for potentially a smaller package this time around?

Look, I think it's hard to quantify. We certainly did see when the original $1,200 stimulus checks went out, we certainly did see a pop on in our e-commerce businesses in the days after those checks hit people's bank accounts. In terms of the expanded unemployment benefits that folks are receiving, I think it's certainly a good bet that that's helping consumer demand for footwear, and that's benefiting us, but it's very hard to know exactly how much. We're certainly hopeful that the government is able to align on a program where those stay in effect or if not at the entire $600 expanded benefit, at a meaningful amount. Because we do think that we're double-digit unemployment, that's going to be important to drive demand for footwear and accessories.

Your next question comes from Erinn Murphy from Piper Sandler.

I guess my first question is on the private label business. Ed, if you could just speak to how it trended in the quarter versus your overall kind of 72% decline in wholesale? And then I guess last quarter, you spoke to fortifying those relationships. Just curious if you've had any progress on potential shelf space gains for either Target or Walmart as we look forward?

So private label was the decline was obviously considerably smaller than what we saw in branded footwear, but it was still down significantly in Q2. Keep in mind, Target and Walmart remained open, but they did cancel some orders and they did push out some orders. And so there was an impact to those customers. And then the balance of our private label business really nearly came to a halt for a period there. One of the interesting things that we've seen in this period is because a lot of the big retailers, department stores, et cetera, have had this initiative to push private label, but with so much of the business moving to online and private label typically does not perform as well online, I think there could be a little bit of a swing back toward branded business with those customers. But going forward, we feel very good about how we're positioned with Target and Walmart. I think we mentioned in the last call that right when the crisis hit, for a few weeks there, we saw sell-throughs down considerably at those customers, even though they were doing a lot of business overall. It was probably mostly on essentials, and customers weren't buying a lot of fashion. But since then, we've seen nice improvement, and our sell-through performance is very good with each of them and right in line with normalized levels. So we feel good about that. We continue to have discussions with them. I don't think there's anything new to report about, but we have new programs that we're working on with them, and I think that those will be growth customers for us in 2021.

And then my second question just is on the Retail business. Could you share a little bit more about what you've seen as stores have reopened from a traffic perspective, conversion? And then it sounds like you've reclosed stores in California. Just how were trends in some of these hotspot markets, whether it's Texas, Florida, California, as case counts have reaccelerated? Have those looked kind of different now relative to the rest of your fleet?

So as we mentioned, we reopened stores in the U.S. The first stores opened on May 20. And on the last call, I think those stores had been open about a week, and I think we disclosed at that point that we were down 60% in sales in the first week. So for the first about five weeks that those were open, we were seeing steady improvement in those stores in the performance in those stores. By June week three, we were at about down 35%, and we were hopeful that we were going to continue to head in a positive direction. Unfortunately, as the cases spiked, particularly in the South and the West, we did see sales slow down again. And in fact, in July, our comps in the reopened stores are down about 50%. And we are really if you look at the what's causing that, we are really being hurt in Florida and Texas in particular as well as in Manhattan, which, those stores, we just opened in July, and they've been performing, seen big comp declines versus the prior year. In terms of California, the comps are also underperforming there. And then, of course, the majority of the stores are now closed. You asked about traffic and conversion. Not surprisingly, traffic is considerably lower than the sales numbers I'm reporting to you, but the conversion is up significantly.

Your next question comes from Sam Poser from Susquehanna. Your line is open.

Well I got three things. Number one, can you you just touched on it, in your retail stores, is it the items that you mentioned, the categories that you mentioned earlier that are performing and online?

Yes.

And then when you think about the back half of the year, and I think to follow-up on another question, what do you think it's going to take because I would think that the for you guys to sort of become the priority of your largest branded accounts, when they likely are being more exceptionally conservative. You saw that from the promotional activity. So how does it play out that you become a priority even if things start to improve a little bit in sort of the core part of your business for fall?

I think we are a priority. The brand continues if we're talking about the Steve Madden brand in particular, continues to be the leading performer in its grid, in its market. So our sell-through performance right now is good. It's just that the stock levels are very depressed. So the retail sales themselves still are down meaningfully. But in terms of sell-through percentage, we continue to perform. We were performing very well pre-crisis. And I think even during the crisis, we've outperformed our competition. So I think as business comes back, I still think that we're positioned well. And I think, certainly, Steve Madden is going to is positioned to outperform its competitive set and its department and take share.

Let me just follow up, and I have one more question. I guess, what I mean is how does, I guess, that overall your category where most of Steve Madden lives become a priority for a retailer? And then you'll get more of that I mean, how does it get to be back to sort of the priority it was? How long do you think that's good to take? You didn't get a bigger share of a much smaller pie, but that's not going to help...

Yes, I don't think I can speculate when exactly everything is going to be back in normal because a lot of that has to do with the trajectory of the virus. If we get a vaccine and life goes back to normal, I think that you'll see a pretty quick rebound here. But until that point, we'll just have to we'll have to react to what comes. But certainly, if we perform in terms of sell-through, that's what's going to encourage the retailers to buy more.

And then can you give us some idea of sort of what your monthly cash burn is and how you foresee that sort of knowing what you know now without saying things are going to get better beyond what you guided in the third quarter to from a revenue perspective?

Yes. We're not burning cash. And in fact, our current forecast has us actually ending the year with more cash than we started, and that's with no borrowings.

And do you I mean, you expect I would assume in Q3, you're expecting still deleverage on the SG&A, but less so than in Q2. Is that a fair way to think about it?

Yes.

Any other details you'd like to give us there would be greatly helpful.

I think you saw that we took some pretty meaningful and swift actions to reduce SG&A. So SG&A was down about 36% year-over-year in Q2. It's not going to be down that much in the back half, but you should you certainly will see we expect that you'll see double-digit percentage decline year-over-year in dollars. But given the sales declines, that still will result in SG&A deleverage.

Your next question comes from Camilo Lyon from BTIG. Your line is open.

I wanted to just follow up on a couple of points you made. So I guess the first on your Q3 wholesale guidance on footwear down 35%. Can you just help us think, even if it's contextually, if there's this sort of lack of enough inventory, at least in your brand at wholesale. You've cleared through a lot of that spring/summer inventory. You're well positioned, relatively speaking, for fall. How does the down 35% then really kind of translate into like what 4Q orders might be, assuming that this trajectory that you're already on right now is the consistent one through the end of the year? Is there a material improvement from that down 35%? Or is that a fairly consistent number that we should think out for the balance of the year?

It's a little hard to say. We have so much less visibility than we normally do. The retailers are certainly attempting to position themselves very conservatively. And as we said, I think they'll try to chase if sales trends are better than they anticipated. And so that means that there's still a pretty wide range of where Q4 could come in. I certainly think Q4, we have the opportunity to do a little bit better than what we've outlined in Q3, but it's early to say.

And then maybe if you could comment on the discussions that you're having with those retail partners with respect to the competitive landscape. If you're suffering to the degree that you are, but you have your balance sheet that can get you through this pandemic, I would imagine that the competitors in your space are probably far worse. So a, is that what you're hearing from your wholesale partners? And b, are you seeing that reflected yet in your order growth as more open-to-buy dollars would, in my mind, shift to you because you're a lower risk, better quality, better brand with better proven sell-through?

Yes. I think that all of that we would agree with everything you just said, and we've certainly heard that kind of commentary from our key retail partners. We know some of our competitors are struggling financially. Some of them may even struggle to deliver fall product newness, at least in the early part of fall. And some of them are probably not able to invest in their brands and marketing, et cetera, the way they might like. So I think that does potentially position us to take market share going forward. I also think that we've been the top-performing brand in the last couple of years for our key partners in our department. And I think that at a time like this, they're going to be leaning on the brands that have a history of proven sell-through for them. And I think our model also helps because anytime they're going to be look to buy more conservatively upfront and chase in season, in those periods, historically, we've taken share because of our ability to chase and because of our speed-to-market capability. So all that could potentially benefit us. Whether or not we're seeing that yet? Yes. I think in some small way, but much of that would be something we hope to see in the future.

If that were to play out, would that be a Q4 unfolding or could that actually materialize in Q3?

I think there's probably already a little bit of that in Q3, but yes, more Q4.

And then I wanted to ask on China, more from a supply chain perspective. Prior to the pandemic, you had made moves to diversify your production and come out of China and have just a broader manufacturing base. Can you update us on where that stands? And if you've moved production closer to the U.S., what that enables you to do if there is a more of a chase mentality as we get deeper into the fall half the fall/winter season of the second half?

So you are right that we have been moving pretty aggressively out of China. And particularly for spring, we have reduced the China penetration considerably. In term with respect to fall of 2020, that transition really was paused because of due to all the disruption with COVID-19, China was really the right place for us to get most of our product. We wanted to make sure we were able to deliver it, and there was a considerably less risk sticking with China for fall of 2020. But for spring 2021, we will be moving a lot of production out of China, and that will be to places like Cambodia, Mexico, Brazil, Vietnam, et cetera. And as you point out, there are speed just to follow-up on the last thing, you said there are speed advantages to some of these other countries. Mexico, it's obvious, the transit time is far reduced. Even Brazil, it's typically, quite relatively cost-effective to fly products from Brazil, so there's a speed advantage there. I will say that at the moment, air freight is considerably more expensive around the world.

If I could sneak in one more on handbags. It sounds like you're expecting a little bit worse of a back half season on that. If you could just elaborate on is that more of a price point weakness within that consumer? Or just the similar trends you would expect you are seeing on the fashion-forward side, just the lack of need and therefore, lack of purchase?

Yes. If you look at the back half as a whole, I think it will be pretty much in line with footwear. There's just a little bit of timing Q3 versus Q4 there. So generally speaking, the trends are not too different.

Your next question comes from Laura Champine from Loop Capital. Your line is open.

It's really a follow-up about the tone of business. So when you commented that you expect some chase into this fall, but the wholesale footwear could be down 35%, overall Retail could be down 25%. Are you giving us your to date performance? Or do you expect a lift as we move through this quarter?

No, those are that's the expectation for the entire quarter. That's not the July month-to-date number.

Got it. And is it fair to say that if you're successful chasing into fall product that there might be some potential upside to the Wholesale Footwear number that you gave that you would expect potentially for Q3?

I don't really think so any chase would really impact Q4.

Our next question comes from Susan Anderson from B. Riley FBR. Your line is open.

I guess as a follow-up to the performance in the stores or, I guess, as it relates to online, as those hotspots shut down again or maybe traffic worsens, are you seeing any of that transfer to online? Or are you also seeing the online business in those areas weaken?

I think what we've seen is pretty steady trends in e-commerce, so the strong growth throughout. So even as the stores reopened, we did not see e-commerce take a step down. And as the virus has picked back up and the store sales have slowed or in the case of California, closed, I don't think that we've seen a material jump in e-commerce, but again, it hadn't declined when the stores reopened.

And I guess, was that the case too, when, I guess, all the stores started to reopen? Did online stay pretty consistent still prior to those spikes?

It did.

Okay.

Yes, it did. And in fact, just to put a finer point on that, our e-commerce sales are up more in June and July than they were in April and May.

And then I guess just a follow-up on the wholesale orders. Did you say what your I know you talked about private label being good at mass, but maybe not elsewhere. Online, it's tougher. How is private label contributing to that? Is it worse do you expect it to be worse or better than the down 35% next quarter?

Branded and private label will be pretty similar for Q3.

And then also, did you talk about I mean, this is how much you've been able to shift maybe more into casual footwear versus fashion? Is that mix changing at all in the back half?

Yes. We have we certainly have pivoted toward more casual products. I talked about in fall, we're pretty focused on sneakers and casual boots. I'll say the dress penetration, for instance, is down by about 1/3. So it's a pretty meaningful shift.

Year our next question comes from Janine Stichter from Jefferies. Your line is open.

I was hoping to get some more color on the off-play channel. There's obviously a lot of excess inventory out there. So curious what the appetite you're seeing for your product in that channel? And can you remind us how big off-price retailers are for you?

So off-price, as a total, is around mid-teens as a percentage of sales, maybe mid- to high teens. So I can get you the exact number after the call, but it's definitely in that range. And in terms of what we're seeing in that channel, look, on the one hand, we have seen things open up in that we had a lot of excess inventory resulting from the inventory cancellations that we saw. And we've been able to secure orders with the off-price retailers for the majority of that inventory. So we feel good about that. Where we are seeing, I think an impact from what's going on, though, is on their appetite for upfront orders. And I think I'm actually glad you asked this because it's interesting when you look at our business, if you look at that down 35%, for instance, in Wholesale Footwear that we talked about, if you looked at our forecast with what we would call the first tier, which it would include, for instance, the department stores, it's much better than that. Where we're being dragged down is in the business that we do in makeups for off-price accounts. Now that may seem counterintuitive because I think we've all seen the reports about off-price retailers and how they're some of them are even comping positively and reopen stores, certainly much better than what the department stores are seeing. But I think there's a couple of things going on there. One is keep in mind that the off-price retailers have a very little e-commerce business to speak of. So when stores were closed, their business was basically went to zero. The department stores were still moving through inventory online. And they were, as we articulated earlier, being very aggressive in terms of pricing and really did burn through a lot of inventory. So I think they got down they were probably had less excess inventory than, say, the off-price retailers coming out of or as stores reopened. The second thing, though, is what you alluded to, which is that the off-price retailers, there's a lot of excess inventory still out there from the brands, and they anticipate that they're going to have a lot of closeouts to buy. And so I think they're holding back on upfront orders because of that. And so we're definitely seeing that impact.

And then I just wanted to ask about some of the brands you acquired last year. I know you had plans for an apparel relaunch for BB Dakota this fall and then obviously, expanding the distribution for GREATS. Do any of those plans change just in light of everything else going on?

Well, the BB Dakota Steve Madden product launch remains on track. That's happening this fall. And in fact, you can see some of the product on our stevemadden.com website currently. So I encourage you to check that out. In terms of GREATS, we have slowed down the distribution expansion plans there. So we were planning for a push into wholesale with GREATS this year, that's not happening. That's really going to be more of a 2021 initiative.

Your next question comes from Steve Marotta from CL King & Associates. Your line is open.

I wanted to focus a little bit on SG&A. Congratulations on the year-over-year SG&A in the second quarter. That was you've moved swiftly on that, no doubt. First, can you talk about bad expense in the second quarter versus last year? And as you look to the third quarter from an SG&A standpoint, I know you're not going to give guidance, but can you talk a little bit about the puts and takes, the flexing up on a sequential basis for SG&A from the second quarter to the third quarter what are the largest buckets there? What are the largest variables?

I'll try to give you some context. I don't know I don't have the specifics in Q2 versus Q3 in front of me, but I can try to give you some context. So for the year, we have saving so in terms of the actions that we took with employees, initially, we did furloughs and we did salary reductions for existing employees. And the combined impact of that for the year is about $21 million, and I would say, at least 3/4 of that hit us in Q2. So that was a significant impact in Q2 and will be considerably smaller going forward. So that's one thing to note. However, we then, as I mentioned in the prepared remarks, did do the outright terminations at the beginning of July. That's, round numbers, $25 million annually in savings. So you can we're going to get a little bit less than half of that in the back half here. There's obviously variable expense savings, which we got in Q2. We'll get some of those in Q3, but it will be smaller because the sales decline won't be as significant. But I want to point out that because of the shift to e-commerce, which has much higher variable expenses as a percentage of sales, the actual impact of variable expense reduction is may not be as great as you otherwise would have thought. And then in terms of other expense items, again, this isn't the quarterly breakout, but we've taken over $20 million out of discretionary expenses compared to last year. That's excluding marketing, where we actually are still increasing our marketing expense as we really lean into the digital market initiatives. And then we've got some government benefits as well, CARES Act, et cetera. I hope that's helpful.

Can you comment on bad debt expense in the second quarter versus last year? And your expectations for that in third quarter?

Yes. It's very modest. Keep in mind, we do have the factoring or more precisely, the collection agency agreement with Rosenthal. So the vast majority of our accounts receivable are factored. And in that relationship, they're taking the credit risk on all approved accounts. So for instance, the companies that have filed for bankruptcy so far this year, we got about $3 million of open AR with them when they filed for bankruptcy, but that's but none of that is our exposure.

Your next question comes from Tom Nikic from Wells Fargo. Your line is open.

Sorry if this was explained or clarified during the gross margin discussion earlier. But why does the e-commerce like why is the e-commerce gross margin so much higher than the in-store gross margin? I'm not sure I understand that.

Typically there's a couple of things going on. Typically, we're just less promotional online, and we do more full-priced business online than we do in the stores. Now keep in mind, of course, that we're also there's digital marketing associated with it and fulfillment expense and there are some SG&A items and higher variable expense in SG&A that's associated with the e-commerce business, but the gross margins are always higher. And then in this particular quarter, because we were fulfilling the products from the warehouse, that also results in higher gross margin on e-commerce and then lower excuse me, and then also higher SG&A. But in comparison, when you ship the product to the store, the amount that you spend to get it from the warehouse to the store also goes into COGS. So that impacts the gross margin at the store level.

And then one more, just sort of bigger picture on a higher level. When you kind of when you think about your business post-pandemic, do you think maybe this kind of spurs you to maybe accelerate some of the initiatives around channel diversification? So maybe try to push harder outside the U.S., push the Retail segment a little bit harder, so you're not as dependent on the U.S. wholesale channel as you've been historically?

Yes. Absolutely. Look, I think one of the things that we've done well over the course of the company's history is to lean into distribution channels that are growing and deemphasize ones that aren't. And if you look at our mix over time, it's changed pretty dramatically. And so we're obviously highly focused on the channels that are growing right now. Digital would certainly be at the top of that list. You've heard us talk a lot about the investments and the focus that we're making on our owned and operated digital businesses, but we're also focusing on wholesale business, online as well as online marketplaces. So Zappos, Amazon, Zalando, Tmall, et cetera, those are high priority for us. And then there are other channels that we think we really need to focus on as well. Erinn mentioned earlier, the value channels, and we're very focused on continuing to grow our business with folks like Walmart and Target, which would fall into that U.S. wholesale category you just mentioned, but certainly have strong there's a strong outlook for those business.

Your next question comes from Dana Telsey from Telsey Advisory Group. Your line is open.

As you think about the impact of the timing shift of the Nordstrom Anniversary Sale, how are you thinking about that and also their store closures and others? And just lastly, on CapEx, any updates to CapEx plans for this year?

So the anniversary sale moved back about a month. I think that there's sort of a couple of thoughts I have about that. One is, I think it actually could be good for the Steve Madden brand for the sale to be taking place later. Relative to the overall Nordstrom assortment, we obviously skew younger and target a younger consumer or the younger slice of their consumer. And one of the things about having the anniversary sale in July when it normally takes place is younger people tend to be more buy-now-wear-now. And so I think there's fewer younger consumers who want to buy a tall shaft boot in July than it's tended to have the sales skew a little older. So I think that when you push that back, that could actually be helpful for us and what we do, and I think Nordstrom agrees with us about that. Of course, obviously, it does leave you a little bit of a shortened selling season. If you're chasing into things that you learn about it in Nordstrom Anniversary, we certainly still do have the time to chase into them, but the period between the sale and when everybody starts promoting around Black Friday is shortened. And so that's something we'll have to deal with this year. In terms of Nordstrom's store closures, yes, we will see an impact there because we are all door at Nordstrom. That being said, they're relatively smaller doors. I think it's only something like 6% of our Nordstrom business that's done in those doors. And we and Nordstrom, we both believe that we should get back around 1/3 of that business on nordstrom.com. So it's not a super meaningful impact.

Got it. And then just before the CapEx, on your real estate portfolio, how do you think about your stores and renegotiations with the landlords? How is that going on? Relief, abatement, changes in lease structure or term?

Yes. Okay. So I apologize, I will answer the CapEx question. I forgot about that one. Yes. So CapEx, we've cut back very significantly this year. I think you're going to see that number come in around half of where it was a year ago. We really tried to cut back on anything that was not essential. We still are making some systems investments, but other than that, the spending is modest. So we think we did $18 million last year. It could be more like $9 million this year. And then in terms of the discussions with the landlords, we've made some come to agreement with some smaller landlords. We've gotten some abatements. But the bigger conversations with the larger landlords are still ongoing. And there's just not a whole heck of a lot to report, but we're optimistic that we'll be able to figure something out with them and hopefully have something to share next call.

And how is outlets doing versus the malls? Is there a difference in performance still?

Yes. Outlets is continuing to outperform full-price stores. We're definitely seeing outdoor centers perform better, which is not surprising.

Your next question comes from Sam Poser from Susquehanna. Your line is open.

Just real quick. The given that the big guys were sort of, as you sort of said, maybe more promotional than they needed to be with your product, have they also have they on the other side of that then, are they asking for markdown money for their over aggression? Or how is that all playing out with all of the stuff going on this year?

Well, I'm hesitant to get into a lot of the detail there. I think that what I said in the last call, if I remember correctly, was that you can assume that when retailers cancel enormous amount of goods on us that our willingness to provide markdown money for that season is considerably different than it normally is, and that remains the case. It doesn't mean that they don't ask.

There is no further question at this time. I would now like to turn the call over back to Ed Rosenfeld.

Great. Well, thanks, everybody, for joining us this morning. Have a great day, and stay safe. Speak to you on the next call.

Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect.