Good afternoon and welcome to the Duluth Holdings Second Quarter 2016 Earnings Conference Call. All participants will be in listen-only mode. [Operator Instructions]. After today’s presentation, there will be an opportunity to ask questions. [Operator Instructions]. Please note, this event is being recorded. I would now like to turn the conference over to Donni Case, Investor Relations for Duluth Holdings. Please go ahead.

Thank you, Gary, and welcome to today’s call to discuss Duluth Trading second quarter 2016 financial results. Our earnings release which we issued this afternoon is available on our investor relations website at ir.duluthtrading.com, under Press Releases. I am here today with Stephanie Pugliese, Chief Executive Officer, and Mark DeOrio, Chief Financial Officer. On today’s call, management will provide prepared remarks and then we will open the call to your questions. Before I begin, I would like to remind you that the comments on today’s call will include forward-looking statements. Forward-looking statements can be identified by the use of such words as estimate, anticipate, expect, and similar words and phrases. Forward-looking statements by their nature involve estimates, projections, goals, forecasts and assumptions and are subject to risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. These forward-looking statements speak only as of the date of this conference call and should not be relied upon as predictions of future events. Duluth Trading expressly disclaims any obligation or undertaking to update or revise any forward-looking statements made today to reflect any change in Duluth Trading’s expectations with regard thereto or any other changes in the events, conditions or circumstances on which any such statement is based, except as required by law. Please refer to our SEC filings and our Investor Relations website for additional information. And with that, I would like to turn the call over to Stephanie Pugliese, Chief Executive Officer of Duluth Trading. Stephanie?

Good afternoon and thank you everyone for joining our second quarter 2016 conference call. I am proud to report that all parts of our business direct, retail, men and women were strong this quarter. This performance across channels and product categories resulted in net sales increasing by over 27%, adjusted EBITDA by 14% and gross margin increasing 20 basis points over last year to 59.1%. Although we still have our biggest selling periods ahead of us, second quarter solid performance puts us squarely on track to achieve our 2016 guidance. Now let's take a few minutes to cover the key highlights for the quarter. Second quarter set another record for sale and marked our 26th consecutive quarter of increased net sales year-over-year. Both of our segments performed well with direct sales growing 24% and retail sales growing 44% year-over-year. Our men's business which had a slower than anticipated start to spring selling last quarter gained momentum around Memorial Day and closed out the second quarter on a high note. Once the summer weather hit, our buy now, wear now male customer didn’t disappoint. Our women's business once again delivered outpaced results compared to the year ago period. Women's is a smaller part of our business than men's and we're very pleased that the Duluth brand is gaining greater awareness women. We look forward to its continued momentum. Our core products which are evergreen and provide a reliable sales foundation regardless of external factors remains consistent as a percentage of total product sales year-over-year. Our marketing campaigns were very successful in driving sales in seasonal product categories like cooling products and quick dry. Our women's TV advertising which focused on our Dry on the Fly collection launched in mid May and was important in the overall growth of the women's business…

Thank you, Stephanie. We reported second quarter net sales of $65.8 million, up 27.4% compared to $51.7 million in the second quarter of last year. Net sales growth was achieved across virtually all product categories and we were especially pleased by the growth in our women’s line, which benefited from a national advertising campaign that ran in May. We have strong net sales growth across both business segments with a 24.2% increase in direct net sales and 43.8% increase in the retail segment. The sales growth in our direct channel reflects continued new customer acquisition, which we largely attribute to our marketing efforts. This positive customer response drove an increase of 19.6% in website visits year-over-year along with increased conversion rates and average order values. Our retail net sales growth was driven primarily by new store openings over the last few quarters. We benefitted from the addition of our Oshkosh, Wisconsin Albert store and the Sioux Falls, South Dakota store which opened in the third and fourth quarters of last year as well as initial contributions from the Cross, Wisconsin and Omaha, Nebraska which opened in this quarter. Both of these new stores are performing very well. We are continuing to achieve average payback on our stores in less than 24 months and we see room to further refine our store opening process with each new location. As we've stated before, we expect retail sales to play an increasingly greater role in driving total net sales over time as we opened new stores and build greater awareness for the brand. In the second quarter, retail stores represented 18.2% of consolidated net sales compared to 16.1% a year ago. As Stephanie mentioned, we have plans to open five new stores in the third and fourth quarters and are looking forward to…

We will now begin the question-and-answer session. [Operator Instructions].The first question comes from Jonathan Komp with Robert W. Baird. Please go ahead.

Thank you. First question, I wanted just ask on the direct business. It looks like the revenue growth accelerated nicely. And I wanted to just ask -- it sounded like it was pretty broad based, but maybe if you could provide a little additional color on some of the drivers you think supported of the step-up in the growth rate for the direct business?

Sure. So the primary driver of the acceleration in growth in direct was that the men’s business which is, we reported on last quarter had started off a little bit slowly in terms of the spring product and the spring-summer product in first quarter. As we kind of turn the corner coming out of memorial day and whether became more favorable our you were now guy [ph] really kind of turned up his purchasing behavior and we saw that the product like Dry on the Fly, like cooling products, they did very well for us in the second quarter. And we made up some of the ground that was a little bit slower as we ended first quarter and began the second. That was the primary driver of the direct business. A secondary driver was that, we trying our women’s advertising differently this year versus last year as we’ve talked about. And we did that specifically, because we knew that the product that we were focusing on, the Dry on the Fly category for women was more of wear now product category as we headed into second quarter. And that particular change in strategy paid off nicely for us on the women’s business.

Okay, great. And then I know you held your or reaffirm your prior full year guidance ranges. But I’m curious if they ask you now that you see the business reaccelerate and how is your good momentum in several areas. Is there any change in kind of your degree of confidence in the outlook for the year? I know they’re still a big portion of the revenue to come yet, but maybe if you could just talk about the second half looking and your confidence in some of the drivers there?

Sure. I would reiterate that, when we look to guidance whether would be annual guidance or in this case reaffirming what we shared in the beginning of the year. Our goal is to always provide guidance, where we have a high degree of confidence of hitting those numbers. So I would reiterate that we continue to have that high degree confidence. And Jon you hit it on the head when you said there is still bunch of the year to come, over 60% in both top and bottom-line and it’s the most important part of our year that’s ahead of us. We feel good about the momentum that we gained back in second quarter. Remember that year-to-date, our business is up just under 24% in net sales and that’s pretty much in line with the guidance that we provided for the annual year. So we’re feeling pretty good about that.

Great. Maybe one more if I could then just on the retail front. I know they’re not entirely new geographies, but some of the locations like Omaha and Hoffman Estates which I know is open for a little bit of time here. Could you just comment on some of the initial learnings you've had, those markets are kind of on the fringe of your current footprint and if you can maybe just share any perspective on things like staffing those locations and kind of operationally getting them ready to go.

Sure, on the staffing portion of it, we do two things that give us really high confidence in continuing to maintain the customer experience that we expect in all of our source for our customers no matter where they're located, and that is we have a manager and training program where we bring in future managers for new locations several months in advance of opening those locations, so that they cannot only learn our systems and our operational ways of doing things but also that they can learn our culture and the expectations that we have for ourselves and our customers have for us. And we continue to do that for both for our Omaha and our Hoffman Estate stores and we’ll do that as we keep going forward. In addition we hire people whether that is on the management team or within the sales associate part of the store, we hire people from the local area so that we have insights into local events and what's going on in the communities so that we can continue to serve those communities as well as we serve the communities that we're in today. And that's something again that we'll continue to do.

Okay, great.

To add to, I'm sorry John you asked too about like just operationally. We have centered all of our retail inventory and shipping out our Bellville DC, that same group will continue to serve all of our stores and we found a very smooth transition into both of those markets.

Great, thanks for the perspective, I'll pass it on, thank you.

The next question comes from John Morris with BMO Capital Markets, please go ahead.

You know couple of questions here, maybe I'll ask a little bit more specifically, you had the really nice beat in the quarter, I mean this kind of dovetails with the last question, but I am thinking as we look to the back half Mark, we're still expecting the investments to continue and SG&A in Q3 and we’ve heard you about the -- still to expect a lack of leverage in Q3 but still indicating that we would get that, some of that back in Q4. I'm just wondering, has there been any change here in your thought about Q3 SG&A and or directional sort of spend for Q3 at this point, wondering any of the components, is anything kind of planned to change there either increase or otherwise and maybe with you know specific comments around the plans for advertising and the balance of the year in the advertising spend so start there.

John, first of all consistent with the last call we continue to expect to see significant increase year-over-year in the SG&A expense in the third quarter. It will be primarily driven by the retail expansion. Not only the additional stores that are already open but the pre-opening cost for the stores that will be opened through the balance of the year. To give you a little more color for it I would say that we're expecting the year-over-year increase in the third quarter to be greater than what we just experienced in the second quarter. In terms of advertising expense, there really are no plans -- changes in our plans for how our advertising expense should rollout for the balance of the year.

Okay, good. And then, Stephanie sort of a two part question, one is I know previously you all commented about the start of the current quarter, whatever quarter we might be in, wondering if you care to give us any comment on that today? And secondly, may be a little bit more color on product, little bit more color than you gave in the prepared remarks on product category performance talking to men's and to women's little bit deeper color on that would be great.

Sure. I'll start with just second quarter and then it kind of rolls into, John what we've seen so far in third quarter. In second quarter when you think about men’s versus women’s, our women's business continues to outpace in terms of the growth rate, the total company and men’s. So we are very pleased with that, especially obviously since we've put in the investment in the advertising on the TV side of things in women. And from a product category perspective in women, it was very similar actually across both genders and that was we saw a lot of strength in the later part of second quarter around our summersault types of products, so cooling products, quick dry products those sorts of things really are important for us in the kind of hot summer months and they did not disappoint this year, particularly as I said, as we kind of came out of Memorial Day and headed into June and July. As we have moved in and obviously finished the month of August, we continue to be pleased with the selling of those summer products and there hasn't really been a significant shift in terms of the importance of cooling dry on the fly, et cetera type of products. That said, while we're certainly pleased with August results, the August first of all is the smallest month of our quarter in third quarter and it is a very different complexion of the types of products we sell in August to what we're going to look forward to sell as we get into mid-September and through October which is the largest month of the quarter. So, as we saw last year that mid range of September is quite telling in terms of how the fall product is going to turn on and start gaining momentum and we look forward to seeing what's going to happen over the next couple of weeks. But so far for the month of August we're pleased with the results.

Great, thanks. Good luck for that fall.

Thank you.

The next question comes from Dan Wewer with Raymond James. Please go ahead.

Thanks. Sure my congratulations as well for fantastic results. Want to ask on real estate, can you talk about what changed enabling the company to physically open two extra stores this year? And also is this a pull forward of stores that were scheduled to open in 2017, I guess certainly the Independence store that was true.

Sure. So, I'll start with the second question first and that's the 2017 question. We had, we've said that our anticipated number of openings of stores for 2017 is seven to eight stores. We continue to reiterate that and we expect to open that same number of stores, regardless of the fact that we’ve opened a few more or we’ll open a few more this year. So in terms of number of absolute stores been open, we don’t see that as a pull forward. Now that said, we did, when we signed our lease for independence. It is a build-to-suit stores I mentioned, there are more things obviously quite that can change and shift on the timing of build-to-suit stores and even our renovation. So at the time when we signed the lease and when we last talk about Independence as a first quarter store, that would be anticipated opening date. We have found that we’ve been able to go a little bit faster in the construction of that store than we originally anticipated, working with our builders. Again as I mentioned just a few minutes ago, we have weather up ahead of us. There could some shift in that, but at this point in time, we expect that we can open that a little bit earlier than originally anticipated. As for the second additional store if you will in 2016, which is Manassas. We have the opportunity, as we talk about before, we’re out there looking at markets that we have recognized have the potential for a strong Duluth store in the future and we’re out there looking every day to start getting some things in motion, in different market. And Manassas was no exception to that. And when we found a location that we believed in, the timeframe was such that we knew we could open it in fourth quarter. We thought that it was a great opportunity for us to start creating that hub of source as we kind of move eastward and as importantly, it will give us the opportunity to have two stores in the East open for the full year, full fiscal year of 2017. So that we gain not only the benefit of those stores, but additional learning for that part of the United States and that’s why we made the discussion to open those two stores.

The seven to eight stores, you’re looking at the next year. How many of those will be in that Eastern corridor?

We’re focusing in the East. We have a store in Noblesville that will be a first quarter store for us. So obviously that still a little bit closer to home. But the focus for us will be eastward expansion for 2017.

I also want to ask about the store model, I believe originally you were projecting first year revenues at about $450 per square foot. You did note that the last two stores are running ahead of plan. How would you characterize that first year sales budge now? Is it closer to $475 or $500 per foot?

It really, Dan depend on the type of store. We have three types of stores that we kind of have in our arsenal if you will of store type. One is the build-to-suit store, another is a more classic renovation of an existing store and then the third is historical downtown locations. And when you look at those three different types in aggregate, we’re close to the model that we set out. We’ve been pleased with the results of the couple of stores that we’ve opened. They are in bigger market, but when we think about the future, we’ll hold into that model right now, which gives us the flexibility to create a fleet of stores that have that mix of the three different types. And some of those stores might be in smaller market as we expand into 2017 but I think that the model that we’ve put out there is going to be a pretty good model for the aggregate or the average of the stores that we’re opening go forward.

And this will be the last question that I have, I know that you're not yet providing same store sales, but can you remind me how many stores have been opened? Let’s say in more than 15 months and if there's any kind of qualitative comments you can make about their comp store performance.

Yes Dan, we're counting them up right now. There're about five stores, if I've got it correct in terms of the stores that have been opened for more than 15 months, I'm having somebody double check that for me right now, six, I was very close. And those stores all comped for us both in second quarter and in further year to date, we've been pleased with the comps there. I think as importantly is what we've continued to see is once we hit that 12 month mark or so in a store being open the direct side of our business that continues to grow at the same pace as the balance of the country so when you look at the market as a whole, we continue to see with those six stores that are open more than 15 months as well as some of the newer stores that have come on board that we are seeing strong market overall growth and creating an incremental impact with a retail store in that market and that's one of the things that we're most excited about.

Yes, of course, thank you very much.

Thanks Dan.

The next question comes from Amy Noblin with William Blair, please go ahead.

I wanted to start with the women's business, I know it's a smaller piece of the business but wondering if you can elaborate on any of your key learnings there, the profile that customer, who's the incremental customer, is she new, is she a spouse or significant other of the male customer, I'll start there.

Okay, so our women's customer, there are a lot of characteristics that our women and men share. Things like love of being outdoors, having an appreciation for craftsmanship and a job well done, working with his or her hands, being very active and those things have been very consistent with both men and women for a long time now. What we're finding with the women's customer is because our brand awareness in women’s is not as high as that of men, but it is continuing to grow just like that of men. We're finding that the percent of business that we're doing with new customers in women is even higher than that of men. So we're bringing new women into the brand every single day and things like TV advertising help us do that. What we're also finding is that our retail stores are very good attractors if you will and builders of brand awareness for women. Our women's business penetration in retail stores in women is higher than that of the direct side of the business in fact when you look at the amount of space devoted to women in retail and the store -- and the sales that we get from that it's commensurate with that of men. So as we continue to broaden our visibility in women's we're getting rewarded from that. In terms of the typology of women as I mentioned you know I talk about the outside and the love of working with her hands. The other thing about our women is that they are independent in spirit, they appreciate the innovation and the functionality that we build into our product and as we've expanded our product line while keeping that core functionality in innovation there, we've seen her respond even more favorably to new product lines.

That's very helpful. Thank you. And then on the DC with Belleville up and running, can you just remind us which functions now you are doing through the Belleville DC as well as the 3PLs? And then you talked about already seeing some cost savings, just wondering if you can elaborate or quantify there?

Hi, Amy. In terms of the key operations, the change that we made is now all of our receiving and breaking bulk is taking place in the Belleville distribution center and then it in turns supplies two 3PL partners with the product they will need for the direct to consumer shipments. The other thing that is centralized entirely in Belleville is all of the retail preparation of inventory. In terms of the efficiencies that we referred to particularly in the second quarter, what we're really referring to there is the fact that the variable costs of the Belleville distribution center is lower than that we incur with the 3PL partners. So that's where the advantage came during the second quarter. I would add to that that we were very pleased with the efficiencies that the Belleville team was able to achieve in the way they operated the distribution center throughout the summer.

Okay, thanks. And then my last one is just on the inventories, obviously you've accelerated the store growth and the topline is growing at a very rapid rate. But part of your investment has been under replenishment side of the business, can you remind us when we might lap that replenishment piece of the inventory investment?

Amy when you talk about replenishment piece of inventory, can you just clarify that for me?

Well, I think you were talking about some of the core products and just being able to replenish core products and wanting to kind of build into that, so that you are never out of stock on some of those products. And I am just wondering when you lap that, just the inventory relationship to sales, when we might lap that piece of it?

Okay, thank you. So, the core product is and the desire and the importance for us as staying stock on that product so that we can fill orders at the moment that people are placing them. That's an ongoing piece of our inventory strategy. That said, where you're going to see the more significant bumps if you will inventory that's caused by bringing in that core product to be in stock will be at the transition of seasons. So you will see that at the beginning, at the end of second quarter or beginning of third quarter, you will also see a more significant bump of that in the end of fourth quarter and into first quarter. So we’re kind of ramping up for new seasons worth of core product that's where you're going to see a little bit heavy over bump. What is going to happen as we go forward, probably for the next I would say 12 to 18 months is this going to be quite a bit of lumpiness in inventory, specifically because of retail store openings which I know obviously we've gone through and explained. That’s going to be a little bit trickier to kind of keep a consistent or flatten out, because we obviously want to be able to bring in the inventory to open our new stores. The last thing that I would just say that in regard to inventory and it really is a composition piece of things is that our clearance inventory is actually a smaller percent of our total inventory than it was last year. So we are not concerned at all about the fact that first quarter with seasonal kind of summer goods was a little bit slower, the beginning of second quarter was a little bit slower. We picked up a lot of momentum as we got through the lateral part of second quarter and we feel very good about that composition. We did not have to [Technical Difficulty] take even the markdowns that we took last year on that type of product.

Okay, great. Congrats again. And best of luck for fall and holiday.

The next question comes from Jim Duffy with Stifel. Please go ahead.

Two questions from me. First is on the direct business, nice pick-up and growth. You spoke to that being driven by new customer acquisition, which is great. Are there any insights you can provide on direct business retention or revenue per customer metrics that you are seeing?

What we did see Jim in the quarter on the revenue side or the kind of activity and response from the customer is that our available order value was actually up a little bit year-over-year and what we found is that that increase in average order value was not only driven by new customers but it was consistent with repeat customers as well. We don’t give out numbers per say on the retention metrics, but we were pleased with our retention holding steady. For the year-to-date, in fact that we’re actually very pleased with that considering the fact that we’ve added quite a few new customers onto our customer file this year. So all indications with average order value with our core products continuing to grow at the -- and represent the same amount of our business as they did last year, our indicators that customers continue to come back and be pleased with what we have to offer.

That’s great. Thanks. And then I know that you test marketing for results ahead of the key seasonal period. Are there any messages that have been testing very well that are worth highlighting as you look into the season?

I would say that without showing too much of our hand around promotional strategy. One other things that we have found is that, our customers do response to different types of promotional offers. So in particularly the type of testing that we do revolve around different media. So a postcard or a catalog or an e-mail, et cetera. and kind of the balance of those. In addition, we’ve tested different types of offers, whether it is take 20% off or a tiered offer where you get $10 or $15 or $20 depending on what you spend. We found that it’s nice to kind of shake that up a little bit and give our customers fresh messaging every ones in a while.

Okay, great. And then last one for me Stephanie. With the retail footprint, you’re moving beyond small and medium size market to the suburbs of much larger markets. Do you have any preliminary thoughts on how those stores may behave differently?

I think that's a good question Jim and right now we've got days of Hoffman Estates under our belt to learn from. I would say that very initial results are that our customers are responding very similarly when you look at things like penetration of women's business or a core product penetration. What we have found is that we have just as much wonderful feedback and wonderful response in bigger markets as we do in some of the smallest markets that we're in which I think is really encouraging and exciting and we're learning every day. You know in the same way that we've been learning for the past six years since we opened our first store around how we merchandize and how we present goods and how much floor space we dedicate to certain things. We will continue to learn as we enter those larger markets and I'm sure we’ll make some adjustments in the future.

Thank you very much.

Thank you.

The next question comes from Eric Beder with Wunderlich Securities, please go ahead.

Yes good afternoon everyone, this is Brian Coroni on for Eric, we'd also like to extend our congratulations on a very solid quarter.

Thank you.

So, my first question is related to the store openings one I guess short term and the second a bit longer term and I apologize if this had been brought up prior in earlier question or in prepared remarks but despite your increasing the number of store openings this year from five to seven you've maintained guidance for full year CapEx, any chance you'll potentially reconciled that, am I just overlooking something specifically there.

This is Mark, you're correct that we're maintaining our guidance overall on CapEx and the fact is what's helping us there is that the capital expenditures that we had budgeted for our infrastructure projects is running a bit favorable to our original planning and we’re seeing that offset the impact of additional retail stores. That's the main difference that we're seeing.

Fantastic, and then I guess looking into 2017, obviously the focus on the East Coast expansion, any chance you could discuss over the longer term what you see out of the East Coast marketplace, obviously as was alluded to in the prior question moving into a lot more suburban areas of very large scale market. So what do you see as being in terms of a contributor I guess even as it would stack up to the Midwest or your core Midwest region, do you see it as being a bigger opportunity given sort of the higher concentration of consumers or sort of how do you reconcile your expectations of the East Coast over the long term.

I would say that it's a bigger dollar opportunity for us long term. When you look at the direct business and where our business falls in regionally indirect it's very similar to where population density is, it's where our customers live, it's where we do well and we get most of our sales, in fact our top three states are Texas, California, and New York. So you can see that those markets longer term are going to be big opportunities for us. And I think that what's exciting about how we are expanding into those markets as well as with the long term opportunity is, is that we do have that visibility to where our customers live, where the population is, so we can be very selective and very on point in terms of the site selection that we do or the market selection that we do. In addition, I think that what's also exciting for us is that a large market like that also offers us the opportunity to express our brand in various ways like historical downtowns or build-to-suit locations or renovations that exist in retail spaces. So longer term, yeah we do think that we've got a great opportunity as we head eastward.

And if I could just squeeze one more quick one in. In terms of the direct business, can you give any color in terms of what you're seeing, in terms of mobile trends would be certainly interested to see how that might be impacting your direct business both now and how you see it impacting it in the future? Thank you.

Sure. So, mobile continues as it does kind of industry wide continues to be a growing part of how our customers are interacting with us, whether that is through opening emails or looking for a store location, one of the great things is that we do also continue to see increased conversion and revenue per customer in our mobile with mobile devices so we continue to make improvements and engage more strongly with customers. That said, as we continue to make those improvements, we're also well aware that we have more opportunity in the future and part of our e-commerce platform redesign will be bringing on a stronger mobile site and mobile experience for our customers.

Great. Thank you very much and good luck moving forward.

Thank you.

This concludes our questions and answer session. I would like to turn the conference back over toe Stephanie Pugliese for any closing remarks.

Well, again thank you, everyone for participating in today's call and for all of your questions. I look forward to reporting back to you on our third quarter in just a few months. Now let’s all keep our fingers crossed for an early cold snap in that weather in September. Thank you.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.