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8-K - 8-K - DULUTH HOLDINGS INC.dlth-20160908x8k.htm



Exhibit 99.1





Picture 1







Duluth Holdings Inc. Announces Second Quarter Financial Results



Belleville, WI - Sep. 8, 2016  Duluth Holdings Inc. (dba, Duluth Trading Company) (“Duluth Trading” or the “Company”) (NASDAQ: DLTH), a lifestyle brand of men’s and women’s casual wear, workwear and accessories, today announced its financial results for the fiscal second quarter ended July 31, 2016. 



Highlights for the Second Quarter Ended July 31, 2016



·

Net sales increased 27.4% to $65.8 million compared to $51.7 million in the prior-year second quarter

·

Gross margin increased 20 basis points (bps) to 59.1% compared to 58.9% in the prior-year second quarter

·

Net income was $3.6 million, or $0.11 per diluted share, compared to $5.7 million, or $0.24 per diluted share in the prior-year second quarter. Adjusted for income taxes, pro forma net income for the prior-year second quarter was $3.4 million, or $0.14 per diluted share.

·

Adjusted EBITDA1 increased 13.9% to $7.5 million compared to $6.6 million in the prior-year second quarter

·

During the quarter, the Company opened two new retail stores, one in LaCrosse, Wisconsin, and one in Omaha, Nebraska, for a total of 9 retail stores and 2 outlet stores

1See reconciliation of net income to EBITDA and EBITDA to Adjusted EBITDA in the accompanying financial tables.



“Our strong second quarter results marked our 26th consecutive quarter of increased net sales year-over-year. Net sales growth of 27% reflected solid performance in both our direct and retail segments as well as our men’s and women’s product lines. With the momentum gained in the second quarter, we expect to deliver full year fiscal 2016 results as previously guided,” said Stephanie Pugliese, Chief Executive Officer of Duluth Trading.



“In July, we completed the 75,000 square feet expansion to our Belleville distribution center on budget and on time. This additional distribution capacity allows us to consolidate and streamline certain inventory and product delivery functions that will result in greater operating efficiencies as we grow our company and provide best-in-class customer service. 



“This quarter we opened two new stores in LaCrosse, Wisconsin, and Omaha, Nebraska, and both stores are exceeding our initial sales expectations.  In the third quarter, we are entering the Chicago metro area with our first build-to-suit store in Hoffman Estates, which opened in August, and our second location in Downers Grove, Illinois. Grand openings will be held for both stores in mid-September.


 

 

“Regarding store openings for the remainder of 2016, we are anticipating a busy fourth quarter. As previously announced, we signed leases in Independence, Missouri, and King of Prussia, Pennsylvania, last quarter and we now expect that both of these stores will open in the fourth quarter.  We also recently signed a lease in Manassas, Virginia, a suburb of Washington D.C., and plan to open that store during the fourth quarter.  King of Prussia and Manassas will be strong points of entry into the Eastern market, where we have our single largest customer concentration.  We are extremely excited about our new retail store openings in the second half of fiscal 2016 and we look forward to bringing the unique Duluth retail experience to our fans in these regions.”



Operating Results for the Second Quarter Ended July 31, 2016



Net sales increased 27.4% to $65.8 million, compared to $51.7 million in the same period a year ago. The net sales increase was driven by 24.2% growth in direct net sales and 43.8% growth in retail net sales, with growth achieved across virtually all product categories. Customers continued to respond positively to the Company’s national advertising and digital marketing campaigns, which drove an increase in website visits and increased sales through the Company’s call center compared to the prior-year second quarter. The increase in retail net sales was primarily attributable to the opening of two new retail stores during the second quarter of fiscal 2016 along with the opening of a retail store and outlet store in the prior year third and fourth quarters.



Gross profit increased 27.8% to $38.9 million, or 59.1% of net sales, compared to $30.5 million, or 58.9% of net sales, in the corresponding prior-year period. The increase in gross profit was primarily due to increased net sales. The 20 basis point improvement in gross margin was primarily attributable to improved initial product costs due to increased volume and a product mix shift to higher margin products, coupled with strategic management of promotions.



Selling, general and administrative expenses increased 33.3% to $32.9 million, compared to $24.7 million in the same period a year ago. As a percentage of net sales, selling, general and administrative expenses increased 220 basis points to 50.0%, compared to 47.8%, in the corresponding prior-year period. As a percentage of net sales, advertising and marketing costs increased 160 basis points to 20.8%, compared to 19.2% in the corresponding prior-year period, primarily due to higher television advertising expense related to the women’s advertising campaign, which was partially offset by a decrease in catalog costs primarily due to the Company’s planned decrease in catalog spend as a percentage of sales. As a percentage of net sales, selling expense increased 40 basis points to 13.1%, compared to 12.7% in the corresponding prior-year period, primarily due increase in customer service attributable to the growth in retail and slight increase in distribution costs due to the use of two third party logistics providers (“3PLs”). As a percentage of net sales, general and administrative expenses increased 20 basis points to 16.1%, compared to 15.9% in the corresponding prior-year period, primarily due to increased rent expense and related store opening costs as a result of growth in retail stores, coupled with an increase in depreciation expense, due to capital investments, which was partially offset by decreases in personnel costs and professional fees, as a percentage of net sales, due to higher net sales.



Adjusted EBITDA was $7.5 million, or 11.3% of net sales, compared to $6.6 million, or 12.7% of net sales, in the prior-year period.  Duluth Trading defines Adjusted EBITDA as consolidated net income (loss) before depreciation and amortization, interest expense and provision for income taxes adjusted for the impact of certain items, including non-cash and other items.



Net income was $3.6 million, or $0.11 per diluted share, compared to $5.7 million, or $0.24 per diluted share, in the prior-year period. Adjusted for income taxes, pro forma net income for the prior-year period was $3.4 million, or $0.14 per diluted share.




 

The pro forma net income gives effect to the conversion of the Company to a “C” corporation, which was effective November 25, 2015. Prior to such conversion, the Company was an “S” corporation and generally not subject to income taxes. The pro forma net income, therefore, includes an adjustment for income tax expense on the income attributable to controlling interest as if the Company had been a “C” corporation as of February 4, 2013 at an assumed combined federal, state and local effective tax rate of 40%, which approximates the calculated statutory rate for each period.



Balance Sheet and Liquidity



The Company ended the quarter with a cash balance of approximately $23.3 million, with net working capital of $62.3 million, and no borrowings on its $40.0 million revolving line of credit.



Fiscal 2016 Outlook and Long-Term Financial Targets



The Company reaffirmed its fiscal 2016 outlook as follows:



·

Net sales in the range of $370.0 million to $380.0 million

·

Adjusted EBITDA in the range of $40.0 million to $42.5 million

·

GAAP EPS in the range of $0.66 to $0.70 per diluted share

·

Capital expenditures of $24.0 to $25.0 million1



The Company updated its fiscal 2016 retail store openings:

·

The Company now expects to open a total of seven new retail stores, adding 75,000 to 85,000 additional selling square footage



1Fiscal 2016 capital expenditures include the Company’s plan to open seven retail stores coupled with the expansion of our distribution center at the Company’s Belleville location and information technology investments.



The Company also reaffirmed its long-term financial targets of approximately 20% net sales growth, 25% adjusted EBITDA growth and 25% net income growth.



Conference Call Information

A conference call and audio webcast with analysts and investors will be held on Thursday, September 8, 2016 at 4:30 pm Eastern Time, to discuss the results and answer questions. 

·

Live conference call: 844-875-6915 (domestic) or 412-317-6711 (international)

·

Conference call replay available through September 22, 2016: 877-344-7529 (domestic) or 412-317-0088 (international)

·

Replay access code: 10091660

·

Live and archived webcast: ir.duluthtrading.com

The Company is enabling investors to pre-register for the earnings conference call so that they can expedite their entry into the call and avoid the need to wait for a live operator. In order to pre-register for the call, investors can visit http://dpregister.com/10091660 and enter in their contact information. Investors will then be issued a personalized phone number and pin to dial into the live conference call. Individuals can pre-register any time prior to the start of the conference call on September 8th.




 

About Duluth Trading



Duluth Trading is a rapidly growing lifestyle brand for the Modern, Self-Reliant American.   Based in Belleville, Wisconsin, we offer high quality, solution-based casual wear, workwear and accessories for men and women who lead a hands-on lifestyle and who value a job well-done. We provide our customers an engaging and entertaining experience.  Our marketing incorporates humor and storytelling that conveys the uniqueness of our products in a distinctive, fun way, and our products are sold exclusively through our content-rich website, catalogs, and “store like no other” retail locations. We are committed to outstanding customer service backed by our “No Bull Guarantee” - if it’s not right, we’ll fix it. Visit our website at www.duluthtrading.com



Non-GAAP Measurements



Management believes that non-GAAP financial measures may be useful in certain instances to provide additional meaningful comparisons between current results and results in prior operating periods. Within this release, including the tables attached hereto, reference is made to adjusted earnings before interest, taxes, depreciation and amortization (EBITDA).  See attached Table “Reconciliation of net income to EBITDA and EBITDA to Adjusted EBITDA,” for a reconciliation of Net Income to EBITDA and EBITDA to Adjusted EBITDA for the three and six months ended July 31, 2016, versus the three and six months ended August 2, 2015.  Adjusted EBITDA is a metric used by management and frequently used by the financial community, which provides insight into an organization’s operating trends and facilitates comparisons between peer companies, since interest, taxes, depreciation and amortization can differ greatly between organizations as a result of differing capital structures and tax strategies. Adjusted EBITDA excludes certain items that are unusual in nature or not comparable from period to period.  The Company provides this information to investors to assist in comparisons of past, present and future operating results and to assist in highlighting the results of on-going operations.  While the Company’s management believes that non-GAAP measurements are useful supplemental information, such adjusted results are not intended to replace the Company’s GAAP financial results and should be read in conjunction with those GAAP results.



Forward-Looking Statements



This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts included in this press release, including statements concerning Duluth Trading's plans, objectives, goals, beliefs, business strategies, future events, business conditions, its results of operations, financial position and its business outlook, business trends and certain other information herein are forward-looking statements, including Duluth Trading’s ability to execute on its growth strategies and statements under the heading “Fiscal 2016 Outlook and Long-Term Financial Targets.” You can identify forward-looking statements by the use of words such as “may,” ”might,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “believe,” “estimate,” “project,” “target,” “predict,” “intend,” “future,” “budget,” “goals,” “potential,” “continue,” “design,” “objective,” “would” and other similar expressions. The forward-looking statements are not historical facts, and are based upon Duluth Trading's current expectations, beliefs, estimates, and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond Duluth Trading's control. Duluth Trading's expectations, beliefs and projections are expressed in good faith, and Duluth Trading believes there is a reasonable basis for them. However, there can be no assurance that management's expectations, beliefs, estimates, and projections will be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements, including, among others, the risks, uncertainties, and factors set forth under “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on April 8, 2016. Forward-looking statements speak only as of the date the statements are made. Duluth Trading assumes no obligation to


 

update forward-looking statements to reflect actual results, subsequent events or circumstances or other changes affecting forward-looking information except to the extent required by applicable securities laws.



Investor Contacts:

Donni Case (310) 622-8224

Paige Hart (310) 622-8244

Financial Profiles, Inc.

Duluth@finprofiles.com

# # #

(Tables Follow)


 



DULUTH HOLDINGS INC.

Condensed Consolidated Balance Sheets

(Unaudited)

(Amounts in thousands)















 

 

 

 

 

 



 

July 31, 2016

 

January 31, 2016



 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash

 

$

23,302 

 

$

37,873 

Accounts receivable

 

 

44 

 

 

20 

Other receivables

 

 

401 

 

 

76 

Inventory, net

 

 

66,919 

 

 

55,303 

Prepaid expenses

 

 

3,774 

 

 

3,683 

Deferred catalog costs

 

 

1,411 

 

 

1,435 

Total current assets

 

 

95,851 

 

 

98,390 

Property and equipment, net

 

 

35,926 

 

 

21,529 

Restricted cash

 

 

774 

 

 

Deferred tax assets

 

 

197 

 

 

Goodwill

 

 

402 

 

 

402 

Other assets, net

 

 

292 

 

 

299 

Total assets

 

$

133,442 

 

$

120,620 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Trade accounts payable

 

$

17,994 

 

$

10,611 

Income taxes payable

 

 

314 

 

 

1,308 

Current maturities of long-term debt

 

 

4,132 

 

 

722 

Accrued expenses:

 

 

 

 

 

 

Salaries and benefits

 

 

1,390 

 

 

3,649 

Deferred revenue

 

 

3,341 

 

 

2,744 

Freight

 

 

769 

 

 

2,089 

Product returns

 

 

775 

 

 

1,244 

Other

 

 

4,861 

 

 

2,323 

Total current liabilities

 

 

33,576 

 

 

24,690 

Long-term debt, less current maturities

 

 

747 

 

 

4,301 

Deferred rent obligations, less current maturities

 

 

1,202 

 

 

1,112 

Deferred tax liabilities

 

 

 

 

31 

Total liabilities

 

 

35,525 

 

 

30,134 

Commitments and contingencies

 

 

 

 

 

 

Shareholders' equity:

 

 

 

 

 

 

Capital stock

 

 

85,837 

 

 

85,389 

Retained earnings

 

 

10,278 

 

 

3,443 

Accumulated other comprehensive loss

 

 

(15)

 

 

(27)

Total shareholders' equity of Duluth Holdings Inc.

 

 

96,100 

 

 

88,805 

Noncontrolling interest

 

 

1,817 

 

 

1,681 

Total shareholders' equity

 

 

97,917 

 

 

90,486 

Total liabilities and shareholders' equity

 

$

133,442 

 

$

120,620 






 



DULUTH HOLDING INC.

Consolidated Statements of Operations

(Unaudited)

(Amounts in thousands, except per share figures)













 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

Six Months Ended



 

July 31, 2016

 

August 2, 2015

 

July 31, 2016

 

August 2, 2015

Net sales

 

$

65,823 

 

$

51,677 

 

$

134,455 

 

$

108,484 

Cost of goods sold

 

 

26,901 

 

 

21,215 

 

 

55,842 

 

 

45,359 

Gross profit

 

 

38,922 

 

 

30,462 

 

 

78,613 

 

 

63,125 

Selling, general and administrative expenses

 

 

32,936 

 

 

24,707 

 

 

67,286 

 

 

54,616 

Operating income

 

 

5,986 

 

 

5,755 

 

 

11,327 

 

 

8,509 

Interest expense

 

 

37 

 

 

60 

 

 

75 

 

 

112 

Other income, net

 

 

60 

 

 

26 

 

 

130 

 

 

75 

Income before income taxes

 

 

6,009 

 

 

5,721 

 

 

11,382 

 

 

8,472 

Income tax expense

 

 

2,325 

 

 

 

 

4,386 

 

 

Net income

 

 

3,684 

 

 

5,721 

 

 

6,996 

 

 

8,472 

Less: Net income attributable to noncontrolling interest

 

 

65 

 

 

22 

 

 

136 

 

 

82 

Net income attributable to controlling interest

 

$

3,619 

 

$

5,699 

 

$

6,860 

 

$

8,390 

Basic earnings per share (Class A and Class B):

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares of
   common stock outstanding

 

 

31,520 

 

 

23,815 

 

 

31,520 

 

 

23,815 

Net income per share attributable
   to controlling interest

 

$

0.11 

 

$

0.24 

 

$

0.22 

 

$

0.35 

Diluted earnings per share (Class A and Class B):

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares and
   equivalents outstanding

 

 

32,263 

 

 

23,970 

 

 

32,265 

 

 

24,260 

Net income per share attributable
   to controlling interest

 

$

0.11 

 

$

0.24 

 

$

0.21 

 

$

0.35 

Pro forma net income information (Note 1):

 

 

 

 

 

 

 

 

 

 

 

 

Income attributable to controlling interest
   before provision for income taxes

 

 

 

 

$

5,699 

 

 

 

 

$

8,390 

Pro forma provision for income taxes

 

 

 

 

 

2,280 

 

 

 

 

 

3,356 

Pro forma net income attributable
   to controlling interest

 

 

 

 

$

3,419 

 

 

 

 

$

5,034 

Pro forma basic net income per share attributable
   to controlling interest (Class A and Class B)

 

 

 

 

$

0.14 

 

 

 

 

$

0.21 

Pro forma diluted net income per share attributable
   to controlling interest (Class A and Class B)

 

 

 

 

$

0.14 

 

 

 

 

$

0.21 









Note 1:  The pro forma net income information gives effect to the conversion of the Company to a “C” corporation on November 25, 2015. Prior to such conversion, the Company was an “S” corporation and generally not subject to income taxes. The pro forma net income, therefore, includes an adjustment for income tax expense on the income attributable to controlling interest as if the Company had been a “C” corporation as of February 4, 2013 at an assumed combined federal, state and local effective tax rate of 40%, which approximates the calculated statutory rate for each period. No pro forma income tax expense was calculated on the income attributable to noncontrolling interest because this entity did not convert to a “C” corporation. The pro forma basic and diluted net income per share Class A and Class B common stock is computed using the pro forma net income, as discussed above.


 



DULUTH HOLDINGS INC.

Consolidated Statements of Cash Flows

(Unaudited)

(Amounts in thousands)











 

 

 

 

 

 



 

Six Months Ended



 

July 31, 2016

 

August 2, 2015

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

6,996 

 

$

8,472 

Adjustments to reconcile net income to net cash provided by (used
   in) operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

1,951 

 

 

1,174 

Amortization of stock-based compensation

 

 

615 

 

 

332 

Deferred income taxes

 

 

(228)

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(24)

 

 

(4)

Other receivables

 

 

(325)

 

 

(186)

Inventory

 

 

(10,855)

 

 

(6,124)

Prepaid expense

 

 

(12)

 

 

(797)

Deferred catalog costs

 

 

1,067 

 

 

(37)

Trade accounts payable

 

 

5,641 

 

 

584 

Income taxes payable

 

 

(994)

 

 

Accrued expenses and deferred rent obligations

 

 

(2,760)

 

 

(4,462)

Net cash provided by (used in) operating activities

 

 

1,072 

 

 

(1,048)

Cash flows from investing activities:

 

 

 

 

 

 

Purchases of property and equipment

 

 

(14,513)

 

 

(3,842)

Change in restricted cash

 

 

(774)

 

 

Purchases of other assets

 

 

(20)

 

 

(15)

Net cash used in investing activities

 

 

(15,307)

 

 

(3,857)

Cash flows from financing activities:

 

 

 

 

 

 

Proceeds from line of credit

 

 

 

 

34,086 

Payments on line of credit

 

 

 

 

(28,160)

Proceeds from long term debt

 

 

 

 

800 

Payments on long term debt

 

 

(135)

 

 

(468)

Payments on capital lease obligations

 

 

(9)

 

 

(251)

Change in bank overdrafts

 

 

 

 

964 

Distributions to shareholders

 

 

(192)

 

 

(9,915)

Capital contributions to variable interest entities

 

 

 

 

344 

Other

 

 

 

 

(10)

Net cash used in financing activities

 

 

(336)

 

 

(2,610)

Decrease in cash

 

 

(14,571)

 

 

(7,515)

Cash at beginning of period

 

 

37,873 

 

 

7,881 

Cash at end of period

 

$

23,302 

 

$

366 

Supplemental disclosure of cash flow information

 

 

 

 

 

 

Interest paid

 

$

75 

 

$

111 

Income taxes paid

 

$

5,544 

 

$








 



DULUTH HOLDINGS INC.

Reconciliation of Net Income to EBITDA to Adjusted EBITDA

(Unaudited)

(Amounts in thousands)

















 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

Six Months Ended



 

July 31, 2016

 

August 2, 2015

 

July 31, 2016

 

August 2, 2015

Net income

 

$

3,684 

 

$

5,721 

 

$

6,996 

 

$

8,472 

Depreciation and amortization

 

 

1,082 

 

 

620 

 

 

1,951 

 

 

1,174 

Interest expense

 

 

37 

 

 

60 

 

 

75 

 

 

112 

Income tax expense

 

 

2,325 

 

 

 

 

4,386 

 

 

EBITDA

 

$

7,128 

 

$

6,401 

 

$

13,408 

 

$

9,758 

Non-cash stock based compensation

 

 

335 

 

 

152 

 

 

615 

 

 

332 

Payment of grantees' tax liabilities
  associated with grant of
   restricted stock awards

 

 

 

 

 

 

 

 

1,115 

Adjusted EBITDA

 

$

7,463 

 

$

6,553 

 

$

14,023 

 

$

11,205 







DULUTH HOLDINGS INC.

Segment Information

(Unaudited)

(Amounts in thousands)













 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

Six Months Ended



 

July 31, 2016

 

August 2, 2015

 

July 31, 2016

 

August 2, 2015

Net sales

 

 

 

 

 

 

 

 

 

 

 

 

Direct

 

$

53,841 

 

$

43,343 

 

$

114,166 

 

$

94,698 

Retail

 

 

11,982 

 

 

8,334 

 

 

20,289 

 

 

13,786 

Total net sales

 

$

65,823 

 

$

51,677 

 

$

134,455 

 

$

108,484 

Operating income

 

 

 

 

 

 

 

 

 

 

 

 

Direct

 

$

4,587 

 

$

3,976 

 

$

8,778 

 

$

6,144 

Retail

 

 

1,399 

 

 

1,779 

 

 

2,549 

 

 

2,365 

Total operating income

 

 

5,986 

 

 

5,755 

 

 

11,327 

 

 

8,509 

Interest expense

 

 

37 

 

 

60 

 

 

75 

 

 

112 

Other income, net

 

 

60 

 

 

26 

 

 

130 

 

 

75 

Income before income taxes

 

$

6,009 

 

$

5,721 

 

$

11,382 

 

$

8,472