Good morning. My name is Sylvia and I will be your conference operator today. At this time, I would like to welcome everyone to the Vince Holding Corp. Q3 2016 Earnings Results Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers’ remarks, there will be a question-and-answer session. [Operator Instructions] Thank you. Amy Levy [ph] Vice President of Finance and Investor Relations, you may begin your conference.

Thank you, and good morning, everyone. Welcome to Vince Holding third quarter fiscal 2016 earnings conference call. Hosing the call today is Brendan Hoffman, Chief Executive Officer; and Dave Stefko, Chief Financial Officer. Before we begin, let me remind you that certain statements made on this call may constitute forward-looking statements, which are subject to risks and uncertainties that could cause actual results to differ from those that the company expect. Those risks and uncertainties are described in today’s press release and in the company’s SEC filings, which are available on the company’s website. Investors should not assume that statements made during the call will remain operative at a later time and the company undertakes no obligation to update any information discussed on the call. In addition, in today’s discussion, the company is presenting its financial results in conformity with GAAP and on an adjusted basis. The adjusted results that the company presents today are non-GAAP measures. Discussions of these non-GAAP measures and reconciliations of them to their most comparable GAAP measures are included in today’s press release and related schedules which are available in the Investors section of the company’s website at investors.vince.com. After the prepared remarks, management will be available to take your questions for as long as time permits. Now, I will turn the call over to Brendan.

Thank you, Amy, and thanks to everyone for joining us. While overall our third quarter sales came in below our expectations, we are pleased with the progress we’re making as we continue through a transitional phase at Vince. The first collection since our Founders rejoined the company hit the selling floors during the quarter and we received wide praise from both our wholesale partners and our retail customers for the return to high-quality, great fit fabrics and fashion. We were particularly encouraged by our performance at Nordstrom. However, our results for the quarter reflect ongoing headwinds in the retail and macro environment, including continuing traffic challenges and warm weather. In addition, as you know, we have taken several steps to transition the business some of which negatively impacted near-term results to a larger degree than we initially expected, particularly in our retail business. We nonetheless believe, these measures are right for the business long-term. In our full-price direct-to-consumer business, we promoted regular price for only six days during the quarter, which we believe was in line with our promotional activity last year. Upon further review, we found that regular price was actually promoted for 20 days in last year’s third quarter. And this change in promotional activity pressured sales performance during the quarter. We remain committed to reestablishing Vince as a regular price brand in all channels of distribution, while this will continue to present some top line challenges in the short-term, we believe it is the right decision for the long-term integrity of the brand. We are also impacted by later product deliveries. As we mentioned on our last call, part of the delay was due to the transition to a new warehouse, as well as our ongoing systems migration. We continue to believe that these changes will become…

Thank you, Brendan. The third quarter net sales decreased 6% to $76 million compared to $80.9 million in the prior year period. Our wholesale channel sales were down 9.4% to $51.2 million, which reflects a continuation of planned reductions in off-price orders. This continues our previously discussed strategy to better balance the supply demand ratio in the off-price channel. As a reminder, we began to sell off its excess inventory in the third quarter of 2015 and completed the sell-off in the second quarter of this fiscal year. Our direct-to-consumer segment sales increased 1.6% to $24.8 million in the third quarter, as a result of the addition of eight new stores since the third quarter of last year, partially offset by an 11.7% decrease in comparable sales, including e-commerce. The decrease in comparable sales is primarily the result of a decline in the average order value, as well as the decline in the number of transactions due to lower traffic and a reduction in promotional activity. Gross profit in the third quarter was $38 million, or 50% of net sales. This compares to $40 million, or 49.5% of net sales in the third quarter of last year, which included a $2 million benefit from the recovery of the $14.4 million inventory write-down that was taken in the second quarter of last year. Excluding this benefit, gross profit for the third quarter of 2015 was $38 million, or 47% of net sales. The increase in gross profit rate for the third quarter of 2016 reflected fewer allowances, reduced discounts, primarily in the off-price channel and a favorable channel mix shift, partially offset by unfavorable year-over-year inventory adjustments to inventory reserves. Selling, general, and administrative expenses in the quarter were $31.9 million, or 42% of sales. This compares to $27.7 million, or…

[Operator Instructions] Your first question comes from the line of Erinn Murphy of Piper Jaffray. Your line is open.

Thank you, guys. Good morning.

Hello.

Just a couple of questions. Maybe Brendan for you, first starting with kind of your comments on Nordstrom, in particular, being a fairly positive standout Can you talk a little bit more about is it something that they’re doing differently with how they’re treating your brand? And then as you think about kind of the go-forward, are they allocating more to the contemporary space overall, or is that really been specific? And then what are the opportunities that account men’s?

Well, I think that, as I mentioned on the last call, we saw positive response with the anniversary sale in July, and that just seemed to get traffic into the stores just as we were delivering our new product and I think it got early eyeballs, which was always important to Vince to get those people either buying early or at least thinking about buying early. And we just saw that momentum carry throughout the quarter. And I think, they’ve done a great job as I go around the country. I know you do just with the way they present the brand and the standards they have, and very proud of the way we look there, and I think it shows in the volume. I can’t speak specifically to their space allocations if they’ve changed or not. I know, we’ve been fairly consistent with the space we’ve had there over the last few years. And we think there’s other category growth led by men’s, which is only about 35 stores there. And so we think there’s the opportunity to bulk up our presentation in the stores we’re in and also roll out some key items in additional stores and they were very supportive of that. So we’re going to move forward with that starting in spring and really into fall. And then, we also started and we ran about with other categories we can do and how meaningful they could be to Vince, I mean, to Nordstrom’s. So, that was exciting to hear from them their belief in the brand as a complete lifestyle brand.

That’s helpful. Thank you. Could you maybe just elaborate a little bit what you thought with Saks and Neiman’s during the quarter. I know there was – you’ve had the renovation of space on the Fifth Avenue location with Saks and Neiman had some systems update earlier on. So maybe just speak to kind of what you’re seeing in both of those accounts as well?

Yes, I mean, it’s been a little bit more inconsistent. We’ve had pockets of success in other places, where it’s been a little disappointing. Neiman’s is a little trickier to measure just, because they’re going through their systems migration. And Saks, as you said, they – they’re doing a major renovation in New York stores, so we’ve seen a little bit of a hurt there. But again, there have been stores that have done great, but then there’s other stores where we just haven’t been able to make up some of the promotional activity that that we – that they pull back on. That wasn’t just in our own direct-to-consumer stores. We – We’ve got great support from our partners to try and recalibrate this to a regular price brand, but in doing that, you take some hits on the top line. In early November, so this was more Q4, but Saks ran a – one of their events, we had $3 million of inventory in the event this year, last year we had $9 million of inventory. So those are just tough numbers on the top line to make up, but also not sustainable in terms of how you would grow the business. So we feel really good about how we’re repositioning the brand across all our partners.

Got it. And then one of the things you said in your prepared remarks, you said that during the quarter, I think, it was during the quarter you made the decision to reconstruct your replenishment business. I guess, how much of that impact the third quarter wholesale business? And then can you just talk about the potential benefit you hope to get from this, and how much of your overall business is replenishment represent?

Well. Yes, so just to be clear, we had made the decision to reconstruct replenishment eight or nine months ago. So we’ve spoken about that in the past. Third quarter was really where the first time we – the product was off the floor versus last year having it on. So on the spring, even though, we had made the decision the store still had that some of the replenishment they were selling down on. The business just got to be way too basic driven. I mean, if you walk into a lot of the stores outside the major markets, whether it be men’s or women’s, it was a predominantly basic business. On styles, we have been running for years like the scuba jacket and legging and that just wasn’t what the way we want the brand to be reflected. So one, we felt the styles that made up replenishment were old and tired. But two, that we needed to kind of rip off the Band-Aid to get this back to being a fashion brand first and foremost, and really pleased with the way the presentations looked as a result of that. Now that we’ve kind of made that that see change, we’re looking at how we can support the fashion businesses with some core items, and not to make sure that we keep the balance where it should be for brand like ours. And so, specifically in men’s, we’ve added back a handful of styles for spring that will be back in the assortment, which we think will really help, customers are very pleased about. And women’s, what we haven’t specifically added anything back to replenishment, we have bulked out some key items like T-shirts and starting to discover some pants, we can add back, and that eventually will get back on replenishment. But for now, we’re just going to be carryover items that we’ll make sure we can stay in stock. And then part of that is, we’re trying to learn what the customer wants and what makes sense to keeping our inventories longer than a three-month cycle. But regardless with few exceptions, I don’t think we’ll get back into the position we were in before, where we were running things for years without any change.

Got it, okay. And then just last question on gross margin, obviously, you have a positive standout in the quarter. Actually, I think 50%, the highest level you’ve ever seen in the third quarter period before. So can you just talk about some of the components of that strength in the quarter clearly you were less promotional. But going forward, should we actually anticipate that gross margin in this kind of a new world order could actually be ahead of prior peak as we kind of think about some of the puts and takes there?

Well, I think speaking generally, I think, as we know as we recalibrate this off-price channel, that’s a huge, huge lever point there. I mean, we were selling stuff at pennies on the dollar for the last few years. And this year, because we worked so hard so quickly to get those inventories in line, we have off-price accounts begging us for merchandise. And as I mentioned in my remarks, that’s still part of the business, but at a much less of a discounted level. So one, the product that we’ll be putting out there will be higher-quality. Two, we’ll be selling it to them at a much reduced discount, which means, they won’t be able to hyper promoted the same way. And so, yes, I think that will have a long-term sustainable benefit to our overall gross margin.

Thank you. I’ll let someone else queue in.

Thanks, Erinn.

Your next question comes from the line of Mark Altschwager of Robert W. Baird. Please go ahead.

Good morning. Thanks for taking the question.

Hi, Mark.

Now that the four sets are largely reflective of the newer design vision, as we go into holiday and you’re capturing the data from the customers. So how do you think about the balance of making bigger inventory bets to fuel the comp into next year, but possibly leading to more markdowns and versus the focus on full-price selling? And just broadly, how was the data that you’ve been able to gather this fall informing your inventory plans as you look into next year?

Yes. Well, I think, as I mentioned in my remarks, where the team is energized, it’s because now we have some data. And that we kind of did this flat-footed when Rea and Christopher joined the company a year ago and just charged through fall kind of without anything to really go on. And we were super proud or super proudthe way the product looked and the quality. But we were doing without – within a short compressed timeframe, which it didn’t allow us to go after categories that we knew we were going to miss like outerwear. But also without any history and what the customer was telling us, as you suggest. So now, Rea and Christopher, they devour this information, the selling report that’s their life blood. And every Monday morning at 6:00 AM, they’re going through that selling and making decisions on where they think their opportunity is. And so, even pre-spring, which is just hitting the floors now, we’re starting to make decisions on what we can chase in the spring, or what we can recolor for some newness in the spring, based on what the customer is telling us. So I think that’s something that as we get into 2017, it will provide upside for us that we weren’t able to realize in 2016. And quite frankly, don’t know exactly the forecast, because it is so new to us. But it was certainly part of what the company did so well when they were around the company. Having said that, we are going to keep our inventories lean and light and make sure that we do not get ourselves back in a situation, where the supply outweighs the demand. And even as the – our wholesale customers are coming in and placing orders, and they, as I mentioned in my remarks, are under tremendous pressure to drive their inventory levels down and increase their turn. We’re going to try and be smart about how we chase business with them, but not be a crutch where they can just count on us to be a repository of holding inventory for when they’re ready for it, because as you suggest that could just get us into a heap of trouble if we’re wrong.

And you called out weather is being a headwind this fall, but even if temperature is cool and we know the department stores are planning conservatively. But is there – do you have ability to chase into demand yet this fall and holiday season, or is this going to be more of a 2017 initiative?

Yes, I don’t think we’ll be chasing into fall, or winter type product, that’s kind of, I mean, we’re unfortunately didn’t get calls over a couple of weeks ago and it was right when the product got marked down. So we’re certainly pleased with the rate of sale now. But we think that if it’s been a little bit colder and a little bit earlier, we could have gotten some more regular price sale. Having said that one of the learnings and I kind of alluded this in my remarks is the appreciation of the customer is buying closer in need. And so, as we’re in market this week showing pre-fall, which delivers in May and June. And historically, it was used to kickoff fall a very emotional fall piece that perhaps were not appropriate for the weather that we were seeing as we’re entering summer. I think the wholesale accounts have been quite pleased with how balance the collection is that Rea has done, where there’s certainly not a fall and certainly a lot of fall colors, but stuff that could be worn throughout the season and then will transition into fall with the true winter stuff as we get into September. So but that’s all part of the learning that we’re all going through now that we have some of this data as you suggest.

That’s great. And maybe just finally on kind of dovetailing on that. I mean, any initial guideposts you can give us as we build our models for fiscal 2017, as you get the feedback from wholesale partners, and would you expect shipments to grow next year? And on the DTC side, obviously, comparisons get quite a bit easier, but a lot going into that just any other thoughts on what we should reconsider as we build our models for the next several quarters?

No, I don’t think that we’re ready to do that yet. We want to get few more weeks under our belts. We have this Christmas season plays out and see you. As I’ve been saying for months now, this is an exciting time for us, because the floors now do have two collections from our Founders. And we’ll have a better chance – better visibility into how the customer is responding to that with all the product being consistent. As we go into 2017, obviously a, lot of that, we’ve taken so much of the pain in 2016. We’re not again – up against these massive promotions in our DTC business, I mean, Dave alluded in November comps. I can’t overemphasize how much those friends and family drove the top line, both online and in-stores, but again, we think detrimentally to the business and certainly to our wholesale partners. So for spring, we’ve now cleaned that all up. So we – 2017 will be a good base for the DTC business and made a lot of progress on the wholesale side too in terms of walking down those promotions, because even though the product in spring of last year wasn’t from the Founders, they were helping partner with the wholesale – wholesalers to try and reset the brand. So I think that’s going to be very helpful, as we look at 2017 recognizing, as I mentioned, that everyone is still going to be cautious with their upfront placements.

Great. Thanks again for taking the questions.

Thanks, Mark.

Your next question comes from the line of Richard Jaffe of Stifel. Your line is open.

Hi, this is Sam Swerdlin on for Richard. I was wondering if you could talk to SG&A next year. If you see it slowing at all, or continuing at the current levels?

Well, I think, part of the current level, as Dave suggested, were all the new stores we have opened over the last 12 to 18 months. And while we’re going to open up a few stores next year, won’t be at the same rate. And I think that was a large part of the SG&A. Also, the consulting agreement that we have with the Founders was a big incremental increase over previous years. So, obviously, that will anniversary itself and not be such a huge incremental cost. And then some of these migration costs, Dave talked about with getting off the Kellwood platform will be behind us. So, hopefully, as the business stabilizes, we’ll also be able to look for opportunities to gain some efficiencies in other areas. Having said that, we will continue to invest in the business, both in people and in infrastructure, as it makes sense to prepare ourselves for sustainable growth.

Yes. And then one more in terms of your other product categories like shoes and handbags, is there potential to expand those more in 2017 our other categories that you plan on, I guess, going into?

Yes. Well, shoes, we have our arrangement with Caleres, and I know in speaking of them, the shoe business has been excellent for them. And a lot of that is driven off the designs and styling that Rea put in when she came back to freshen up the shoes. So, that is a licensing agreement. Handbags is something that’s in our crosshairs right now. We know there’s an appetite for it. We know there’s a big appetite for it. We’re very motivated to find the design and the production capabilities to do it in a way that was up to the Vince standards. And that’s been the what slowed us down so far. But I think now, as we feel better about, the ready-to-wear product and getting our mojo back there, we’re going to focus more on how we can regain – regain is the wrong word, but build a handbag business that fits in the lifestyle of the Vince customer. Same time, as I mentioned, we think men’s, Rea is very focused on the men’s business and how we can grow that, whether it’s opening up our more men’s only stores, whether it’s growing accounts like Nordstrom’s and Neiman’s and Saks to really outsize growth add. And then categories – within categories we have, I mentioned outerwear, that’s something we know we underplay this year based on the timing. Denim is something we’ve added some denim into the line, both men’s and women’s and had some great success and feel like that’s a category that we can invest in people and structure and build a bigger business, and it’s something that are – the account had been asking for. So and as I mentioned, we just launched in our own – two of our own stores, Madison Avenue here in New York and The Grove in California, as well as online next week some third-party categories like jewelry and books and some home items that can be a growing business for us with third-party partners are some of what we can take in-house. So, I think from my standpoint doing so much better about the core ready-to-wear business allows us now to go after some of these other opportunities, and that was really always the plan. We knew that we had to get the core product back on track before we got distracted with the other opportunities that are out there.

Okay, great. Thank you.

Your next question comes from the line of Jeff Van Sinderen of B. Riley. Please go ahead.

Hello, this is Richard Magnusen for Jeff Van Sinderen, and thank you for taking my call. Can you give us some more color on the comp progression you saw on your own retail stores throughout the quarter and then what you saw in November? And then maybe, could you tell us how we should think about your comps for Q4, and then also what your initial plans or store openings or closings you have for 2017 and beyond there?

So, as I mentioned in my remarks, we were surprised as we got into the quarter that the – there was a lot more promotional activity that happened last year in our own stores than we realized. And I, obviously, shame on us, but I chalk that up to just the transition that happened. I mean, we literally have an entire new team that wasn’t here last September, and so it got lost. And what specifically happened was the promotion, the buy more, save more last September was only supposed to run for five or six days. We had the printed collateral that stated that. But as we got in the month – early in the month, we saw, we were up against the big days that seem abnormally large. And we were able to reconstruct that – they – last year, they started to sell two weeks early. So a five-day sale that starts 14 days early and then actually extended the sale a few days in major cities, because the Pope was in town. So we actually had a Papal extension on the promotion. So we’re basically up against this promotion in the entire month of September, which we had not factored in, which is very disappointing and very difficult to overcome. And then as Dave stated in his remarks, we did know we were up against friends and family for the first week of November this year, which we chose not to anniversary, and it just drove a tremendous amount of business. It’s not just or even in my remarks, where I said last year, we were – we promoted six days versus last year 20 days, it’s also the way we’re promoting it. I think last year when we promoted friends and family, we had signs…

Okay. And then you mentioned Nordstorm, in particular, but what are your key retail partners experiencing a sell-through trends of your brand lately, can you offer more color on that, and they were the strongest sell-through in terms of location and product and maybe speak a little bit about the booking trends – the wholesale booking trends you see?

I don’t want to speak, specifically, Nordstrom was comfortable with us talking about this. So I don’t – I haven’t gotten that permission from others. So I want to be careful there. But California has been our strongest market across the board. And I think that in some ways that’s whether driven. It gets cold at night even in Los Angeles. And I think we’re delivering those sweaters in August and September. People were layering up already out there, where they weren’t doing it in the Northeast and then obviously Northern California, San Francisco stays cold. So that was true for us. That was true for our wholesale partners. Overall, our sell-through and the fall product is higher than last year. But as I said, we didn’t and that was done slightly higher than last year and that was done with – without promoting in our wholesale partners the same way we did the year before. But we did lose the benefit of replenishment. And replenishment was promoted last year as well, which speaks to just the lack of integrity of the brand, because why would you promote replenishment items.

Right.

And so we just couldn’t overcome that with the fall collection at regular price. But again, feel good that we’re cleaning that up in terms of the go-forward placements. As I alluded to earlier, the four major partners are incredibly supportive of the brand love what they’re seeing, I think and we’re also seeing a progression. This – to reset a brand like this takes time and you need a few seasons. And I think they were very happy with fall. They were really happy with pre-fall. They love spring, which will ship in a couple of months and now we’re showing pre-fall, which we’re getting tremendous reviews from. And as I said, I think, they’re pleased that it’s balanced in terms of the weights. But having said that, they are still conservative with their purchases and it’s going to be a balancing act to get the purchase upfront and see what we’re comfortable holding or just letting these demand that way to supply and building upon that and with higher gross margin. So I don’t think there’s anyone answer. I think it’s all this we’ve been considering and trying to be pragmatic about it. And obviously, in our own direct-to-consumer business, we can control our inventory flow there. So we’re very excited about the opportunity to build upon the fall and pre-spring delivery and not be up against this promotional activity.

Okay. And then lastly, could you give us more color on your inventory composition and what we should anticipate for inventory at the end of Q4, if you could?

No, I mean not yet. I mean, we’re trying to get the spring merchandise here earlier than last year, because we think that’s an opportunity we start to get floors set up earlier. So we might – hopefully, our inventories will start to rise a little bit because of that, but we are so clean right now with our inventories that we just think there’s opportunity to use them more impactfully as a weapon. And like I said, there’s being the big thing getting the – getting spring here earlier. Last year, it started to hit in February and we didn’t get the floor set up till the end of February. So we’re proactively pushing our factories to get this here as early as possible even if it hits our year-end.

Great. Thank you very much.

Thank you.

There are no further questions at this time. I will turn the call back over to Brendan Hoffman.

Thank you for your interest in Vince Holding. We look forward to updating you on our progress on the next conference call. Happy holidays.