Good morning, and welcome to Duluth Trading's Third Quarter Financial Results Conference Call. All participants will be in listen-only mode. After today’s presentation, there will be an opportunity to ask questions. Please note this event is being recorded. I would now like to turn the conference over to Nitza McKee, Senior Associate, IR at ICR. Please go ahead.

Thank you, and welcome to today's call to discuss Duluth Trading's third-quarter financial results. Our earnings release, which was issued this morning, is available on our Investor Relations website under press releases. I'm here today with Sam Sato, President and Chief Executive Officer, and Heena Agrawal, Senior Vice President and Chief Financial Officer. On today's call, management will provide prepared remarks, and then we will open the call to your questions. Before we begin, I would like to remind you that the comments on today's call will include forward-looking statements, which can be identified by the use of words such as estimate, anticipate, expect and similar 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. Such risks and uncertainties include, but are not limited to those that are described in our most recent Annual Report on Form 10-K and other SEC filings as applicable. 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. And with that, I'll turn the call over to Sam Sato, President and Chief Executive Officer. Sam?

Thank you, Nitza, and thank you all for joining today's call. Our third quarter performance did not meet our expectations. We felt the impact of a highly promotional environment and seasonably warm weather resulting in a net sales decline for the quarter of 8.1% with our direct and retail channels delivering similar year-over-year top-line results. Despite the macro and weather-related impacts, we are pleased to see growth in our average order value and a double-digit increase in digital traffic. That said, these were not enough to offset the year-over-year contraction in transactions. We ended the quarter with inventory levels higher than planned, driven by a combination of early planned receipts of core products to ensure we are in stock for the holiday selling season and cold weather goods in which sales were impacted by warmer weather. As a result, we began taking the necessary actions to increase our unit selling velocity beginning in late October, and I'm pleased to report that our top-line trends have meaningfully improved leading into the all-important Black Friday week and continuing through Cyber Monday. As we enter the final peak selling weeks of the holiday season, we are committed to prudently managing our inventory and ending the fiscal year in a clean, high-quality position. In what remains a highly competitive market, we have an unwavering commitment to delivering value to our customers, while also positioning our business for continued success in the future. Looking past fiscal 2024, leveraging our advanced sourcing and product innovation functions and in partnership with our new Chief Merchant, Eli Getson, we are significantly enhancing our go-forward assortment and inventory management. As we look ahead to 2025 and beyond, we are building upon the success of our strategic initiatives, making meaningful progress on structural improvements and embarking on enterprise planning and end-to-end cross-functional initiatives to significantly enhance our operational effectiveness and strategic planning processes. There's much work ahead of us, and we are laser-focused on improving our financial performance while driving operational excellence over both the near and long term. I'd like to provide you with an update on the key initiatives tied to our Big Dam Blueprint, the foundation of our omnichannel consumer strategy, which are on track with expected benefits materializing. First, an update on our sourcing and product innovation efforts, which remain a critical strategic unlock for the business. As a direct result of this initiative, we registered another quarter of gross margin expansion with over 200 basis points of improvement over Q3 last year. We continue to have line of sight to multiple years of significant product cost benefits. In addition to reducing product costs, this initiative enables us to bring to market high-quality innovative products more frequently with increased speed to market. Regarding our fulfillment center network optimization plan to maximize service, capacity and cost, we continue to leverage Adairsville's fully operational and highly automated fulfillment center capabilities. It has enabled structural improvements like exiting the Dubuque facility successfully on time and with a smooth transition of the volume into the remaining network. As we enter the peak holiday selling season, we are on track for Adairsville to process the majority of online orders and replenishment volume. In fact, over the Thanksgiving weekend through Tuesday, Adairsville processed 64% more units compared to last year with a significant reduction in our click-to-delivery time. Importantly, in Q3, we registered another quarter of cost-per-unit fulfillment benefits with the variable CPU in Adairsville 73% lower than the legacy facilities. With the elimination of fixed costs from the exit of the Dubuque fulfillment center, we continue to anticipate annualized run rate savings of approximately $5 million with expected benefits starting in the fourth quarter of this year and we're evaluating further network optimization opportunities. Shifting to our channel strategy to serve our predominantly and growing omnichannel consumer, the mobile device is our number one and most important digital customer touchpoint and represents a gateway to the brand. We continue to build on our success with our mobile-first strategy fueling mobile penetration growth as a percentage of total across both visits and sales on our website. In the quarter, 71% of visits and 57% of sales came through a mobile device. We saw 15% growth in visits on mobile and our conversion remains significantly higher than the industry average. Retail stores play a critical component of our omnichannel strategy. Two-thirds of new consumers prefer shopping in store. In addition, our omnichannel consumers spend more on average per order and shop at more than twice the frequency of our single-channel consumers. Stores also offer services like returns, buy online, pick up in store and fulfilling online orders creating a seamless consumer experience. Combining a digital strategy with a relevant and productive store portfolio is critical to winning in an omnichannel ecosystem. And as part of our structural improvements, we are making great progress to revitalize our store portfolio. We're on track to open two new stores in priority markets in the second half of ‘25. We've identified a handful of stores which no longer meet our higher hurdle rate requirements and are potential targets for closure or relocation. And additionally, we've launched local marketing campaigns in priority markets to drive retail traffic. With respect to our go-to-market brand and marketing strategy, we've switched our media marketing partner and we're thrilled with the new enhancements to our next-generation of consumer-centric capabilities they are bringing. We remain focused on upper funnel brand building and driving more traffic and conversion with target consumers. The underpinnings of our brands and sub-brands remain strong and our level of newness in the quarter increased by 60 basis points over last year. Despite the challenging third-quarter results, we registered several merchandising and product innovation wins. While our women's business declined this quarter, we continue to see strength across the first layer category up 22% and in AKHG with growth of 6%. Our heirloom garden collection continues to perform well. Growth in first layer was driven by our Buck Naked and Armacello collections as well as newness offered in our pajama and loungewear business. We expanded our plus-sized assortments, including our successful adjustable bra, a bonded zip front bra with a sleek silhouette and crisscross back offering extra support and security. Coupled with continued popularity of our TeeLUXE bra, our bra business grew by 20% this quarter. Within the women's AKHG business, customers continue to respond well to our signature knit tops and bottoms, which drove overall AKHG quarter growth of 6%. Growth was driven by strength in several key collections including Renew Bamboo, Roadless and Trail Tech. These collections support our ongoing focus on outdoor recreation through performance attributes. Our heirloom garden collection continues to be a favorite for her as evidenced by growth over last year of nearly 70%, bolstered by a variety of new prints. Heirloom Garden was the number one women's apparel collection for every week in Q3. Our strategy of refreshing core colors with the introduction of multiple exciting prints continued to prove successful. Our men's business was more heavily impacted by unseasonably warm weather. However, we did see continued strength in our drying-the-fly technology as recent expansions into tees and unders continue to resonate. Further, we intentionally extended the summer season with a focus on drying-the-fly shorts, showcasing one of our key cooling technologies that resonated with the warmer temperatures throughout the quarter. We launched our new souped-up sweats collection early in Q3, the loose version of your basic sweats, souped up with unbeatable comfort and durability, allowing for easier movement while working and even better for lounging. This beefier fabrication made for both him and her is resonating well with our customers and fleece will continue to be a major focus for us moving forward. Our new t-shirt flannel, which is the perfect blend of your favorite flannels' warmth and your most comfortable t-shirt softness performed well this quarter. We saw further positive response in men's woven tops, driven by additional newness with our men's indigo twill and brushed Oxford shirts, both of which are lighter-weight casual offerings in the standard fit. As we move into Q4, we're focused on driving volume with our largest seasonal categories, including flannels, shirt jacks and line bottoms. We're excited about introducing new innovation in the outerwear category with our men's insulator jackets, which contain revolutionary solar ball insulation that transforms the sun's infrared energy into instantaneous warmth—no battery pack needed. And as the gift-giving season approaches, we will focus on cart builders with unders, socks and hard goods, and lean into cozy loungewear and pajama sets, which are performing well, especially for her. As mentioned earlier, we onboarded our new advertising agency this quarter and increased our upper funnel media spend with an enhanced focus on our target customer. The result was a double-digit increase in website traffic driven by first-time visitors. We were pleased to see the significant increase and have shifted our focus on optimizing our lower funnel conversion tactics and retargeting efforts to capitalize on this traffic. We're excited about several key branding moments including a featured gift guide segment that aired last week on Good Morning America, a strong presence in this year's college football playoff games, and continuing our partnership with Yellowstone. As many of you have likely seen, Duluth Trading returned for a third year in partnership with Yellowstone to celebrate its highly anticipated fifth season, which premiered on November 11. Fan-favorite stories from the Bunkhouse offers a behind-the-scenes look at Jefferson White's journey as Jimmy. Jefferson White embraces our belief in taking on life with your own two hands in some of our most innovative Duluth products while sharing candid behind-the-scenes stories from life on set. He embodies the authenticity and resilience that define both the brand and Yellowstone's iconic characters. Reflecting the hardworking spirit of the American frontier, the Loop products are designed for the can-doer lifestyle, capturing the grit, endurance, and timeless style that resonates with fans everywhere. The partnership spans all Duluth channels, website, paid social, and more, amplifying the shared values of quality and authenticity. In summary, we're realizing benefits from our long-term strategic initiatives including product development and sourcing, logistics and supply chain, our mobile-first efforts and go-to-market initiatives. We're delivering a high level of product newness and innovation, which is resonating with both existing and new customers. We are taking swift action on structural initiatives like completing Phase 2 of our fulfillment center network optimization plan, and have made great progress on our retail store portfolio strategy. And we’re embarking on a significantly enhanced end-to-end cross-functional enterprise planning process to drive operational excellence. Importantly, we remain in a strong financial position with quarter-end liquidity of $165 million. Finally, we're making great strides in our long-term strategic initiatives that will help us unlock the full profit potential of the enterprise, setting us up for future success. I look forward to sharing more on our fourth quarter call and will now turn it over to Heena to provide more details on our third-quarter results.

Thanks, Sam, and good morning. In the third quarter, we expanded our gross margin by 210 basis points. However, top-line sales declined 8.1%. Unusually warm weather impacted fall-winter seasonal sales, and as a result, our inventory levels increased at the end of the quarter. As Sam mentioned, we are taking swift actions to end the year clean on inventories and as trends have improved, our second half-to-date top line is now tracking at minus 3%. We are pleased with the progress of our strategic initiatives as we saw a second consecutive quarter of gross margin expansion from our sourcing initiative and reduction in fulfillment and transportation costs from the logistics network. Our structural improvements are on track. In Q3, we successfully completed Phase 2 of our fulfillment network optimization and exited one of our legacy fulfillment centers announced last quarter. As stated on the last two calls, our primary focus is to unlock the full profit potential of the enterprise and to strategically deploy capital to unlock growth opportunities. Realizing savings from Phase 2 of the fulfillment network, revitalizing the store portfolio to increase productivity and profitability, and allocating capital to omnichannel growth are key steps towards making structural changes to drive sustainable profitable growth. In addition to our strategic initiatives and structural improvements, as Sam mentioned, we have launched Enterprise Planning, an end-to-end cross-functional initiative to significantly enhance our operational and planning processes. Providing an update to Phase 2 of our fulfillment center network, we completed the closure of our Dubuque, Iowa facility at the end of October. This incurred restructuring expenses of $7.7 million which was spread between two quarters with $1.6 million recognized in Q2 and $6.2 million in Q3. We have begun to realize savings in Q4 for a full-year annualized run rate savings of $5 million in 2025. Leveraging our most efficient and cost-effective available fulfillment center, we are now evaluating the next phase to continue to maximize network capacity and cost. We are pleased to share the progress on our retail store portfolio strategy. We have identified priority markets and are on track to open two new sites in the back half of 2025. As it relates to our existing fleet, we have established higher hurdle rate requirements to renew leases to enhance the productivity and profitability of our portfolio. As mentioned previously, almost 25% of our current store portfolio is coming up for renewal by 2026. We have also renewed our store marketing efforts in priority markets, launching local advertising, experiential events, and targeted digital marketing to drive traffic, brand awareness and store awareness. Providing more color on the Enterprise Initiatives Sam mentioned, there are four key areas of focus to impact outcomes on a go-forward basis: First, streamlined end-to-end cross-functional processes to drive operational excellence; second, assortments driven by target customer insights with a focus on the largest category opportunities; third, inventory management will be optimized through improved in-stock and productivity metrics that are directly tied to our financial goals, and lastly, activating a holistic go-to-market strategy to launch key product stories. Now speaking to our Q3 results. Today, we reported third-quarter 2024 net sales of $127.1 million down 8.1% with gross margin expansion of 210 basis points versus last year to 52.3%. Our reported EPS loss is $0.85 and adjusted EPS loss is $0.41. Adjustments to EPS include $6.2 million in restructuring charges related to the exit of one of our legacy fulfillment centers as announced previously, and a $10.1 million valuation allowance on our deferred tax asset. Adjusted EBITDA loss for the quarter was $6.8 million. Starting with the top line, our Q3 2024 net sales declined to $127.1 million as fewer transactions were partially offset by higher order value fueled by higher units per transaction. Sales in the first half of the quarter were flat to last year. In the second half, unusually warmer weather impacted sales of our fall-winter goods. Direct channel sales declined 8.3% in the quarter. Mobile penetration of site visits and sales continued to increase over last year. Retail store sales declined 7.8%, driven by traffic decline, partially offset by increased conversion rates. Our Women's business declined 4%, impacted by fall-winter seasonal goods. However, we continued to see strength in Women's First Clear, up 22%, AKHG, up 6%, and her all-time favorite, Garden Heirloom Collection, up nearly 70%. Men's business declined 10%, primarily driven by colder weather categories, including flannels, outerwear and sweaters. However, our dry-on-the-fly technology and our new Souped-Up Flex collection resonated well. Moving to gross margin, for the third quarter, our gross margin expanded 210 basis points to 52.3%, driven by improved product cost from our direct-to-factory sourcing initiative. Having sourced through the older higher-cost inventory, our gross margin year-to-date is 90 basis points higher than last year. Partially offsetting the improvement in product costs was a lower AUR. Moving to third quarter SG&A expenses, SG&A expenses increased 1.2% to $82.9 million, as a percentage of sales at 65.2%, it deleveraged by 600 basis points to last year, driven by a decline in sales. The continued efficiencies across logistics and fulfillment center networks were offset by higher fixed costs and depreciation from foundational investments. For the quarter, advertising expenses increased to 15.3% of sales, deleveraging by 240 basis points, driven by lower sales. Variable or selling expenses, which include outbound shipping costs as well as labor across our customer contact center, fulfillment centers, and store fleet continued to improve, leveraging by 100 basis points. The favorable leverage was driven by optimizing our outbound shipment network, new parcel agreements and efficiencies across the fulfillment center network, particularly at Adairsville. Fixed expenses or general and administrative expenses increased 6.7%, deleveraging by 460 basis points, primarily from annualizing depreciation and fixed costs from strategic initiatives like the Adairsville investment initiated in Q3 of 2023, partially offset by cost savings initiatives. As mentioned earlier, we recognized $6.2 million in restructuring expenses from the exit of one of our legacy fulfillment centers and a $10.1 million valuation allowance on our deferred tax asset. Our Q3 adjusted net loss was $13.8 million or $0.41 per diluted share compared to net loss of $10.5 million or $0.32 per diluted share last year. Importantly, adjusted EBITDA year to date is positive $5.7 million. Our inventory balance was up 33% or approximately $57 million. 97% of the inventory is in current products, and clearance inventory improved to 3% versus 4% last year. There were three main drivers of the increase year on year. The first was in-transit inventory, which accounted for a third of the increase as we moved from agents to buying directly from factories. Another third of the increase was driven by higher inventory receipts of core year-round products to mitigate low-in-stock post-Black Friday week, a key learning from last year. The final third relates to fall-winter inventory, where sales were impacted due to unusually warmer weather, resulting in higher seasonal inventory levels at the end of the quarter. To reiterate, we are taking necessary and prudent actions to end the year clean on inventories. Our capital expenditures for the quarter were $5 million versus $9.9 million in the prior year, primarily used to invest in strategic digital capabilities as per our technology roadmap. We ended the quarter with $44 million of outstanding debt on our line of credit. We had $9.3 million of cash and cash equivalents at the end of the quarter. Our balance sheet remains strong with liquidity of $165 million. Now turning to our outlook for fiscal year 2024, we are reconfirming our full-year top-line sales guidance of $640 million which includes 60 basis points from the COSCO order and approximately 150 basis points of growth from the 53rd week. We expect to continue to benefit from lower year-over-year product costs. However, driven by higher promotional activity and our commitment to end the year clean on seasonal inventory levels, we are now projecting full-year gross margin reduction of approximately 125 basis points versus prior year. Our product sourcing and innovation efforts are expected to continue to reduce product costs and expand margins for the next several years as we increase the percentage of product sourced direct from factory. This combined with the enterprise planning initiative will significantly enhance our assortment and inventory management to not just fully capture the cost benefits of the sourcing initiative, but also enable gross margin expansion. We expect SG&A, excluding the sales tax contingency to deleverage by approximately 80 basis points versus prior year as we partially offset the increase in expenses from strategic investments with additional savings from efficiencies in fixed expenses like services and contracts and benefits from our fulfillment center network optimization initiative beginning in Q4. Advertising expenses are planned to be at approximately 10% of sales as we realize savings from our move to the new ad agency and refocus spend to drive shopper conversion. Variable or selling expenses will continue to leverage by approximately 50 basis points, driven by transportation savings from diversification of outbound carriers and continuing added efficiencies. Fixed expenses, our general and administrative expenses are expected to deleverage by approximately 170 basis points versus last year as higher depreciation and fixed costs associated with strategic initiatives are partially offset by cost savings efforts. With that, to summarize our full-year outlook, net sales of approximately $640 million. Full-year gross margin reduction of approximately 125 basis points versus prior year. SG&A expenses, excluding the sales tax contingency to deleverage by approximately 80 basis points versus prior year. Our capital expenditures are on track to be reduced by more than half to approximately $23 million. Our liquidity remains strong. We expect to end the year with no debt and liquidity of over $200 million. In closing, we are committed to taking actions to end the year clean on inventories, maximizing return from our strategic investments, delivering on structural initiatives to improve our business model and implementing significantly enhanced enterprise planning processes to unlock growth and profitability. With that, we will open the call for questions.

We will now begin the question-and-answer session. The first question comes from Dylan Carden with William Blair. Please go ahead.

Thanks. Sorry if I missed this. You mentioned 25% of the fleet comes due by '26. Do you have a sense of what falls under your new threshold as far as sort of the— even if it's a range, the magnitude of closures from here?

Hey Dylan, yes. So as we said, we've got about 25% that come due. We have to our process that Heena has been working on recalibrating our hurdle rates for profitability and we're really assessing those store by store as we get into the time frame to renew or renegotiate. So we continue to have our eyes on those 25% and as we get closer to renewal dates, we're vetting those much deeper in anticipation of either renewing, closing or relocating.

Got it. And if I'm looking at the model— as far— I appreciate everything you've done on production and distribution efficiencies from a gross margin standpoint. What's sort of the primary driver to get you back above the line from an SG&A perspective?

Yes, I think— well, a couple of things, I'll say. One is, I'm really pleased with the progress and traction our teams are making on those key initiatives tied to our Big Dam Blueprint. And as you know, some of it is timing in terms of when we start to realize those benefits clearly around our product development and sourcing initiative. We're starting to see that the logistics strategy with Adairsville. I'll take a moment just to celebrate. We're now lapping on about a year since Adairsville came online. It has processed something like 64% more units than a year ago at this time over the Black Friday weekend. And at CPU— variable CPU costs are actually exceeding what we initially targeted. It's 73% lower than the legacy fulfillment center. So a lot of those things we're starting to see come into play now. It's enabled us to rationalize our fulfillment center network, and we were able to close the Dubuque on that, and on an annual run rate, it's about $5 million in savings. So I think over the next— candidly, over the next handful of years, you'll continue to see the benefits of that work in addition to some of the other structural things that Heena has been charged with. And over the next handful of years, I think you'll see our SG&A come closer into line where we expect it to be. And importantly, allow the benefits of these other initiatives like the product development and sourcing initiatives to really flow through to the bottom line.

Yes. And I would add, in addition to the structural changes, which is around fulfillment center optimization as well as improving overall store portfolio profitability. We are— our CapEx this year was half of what— less than half of what it was last year and that's kind of the growing run rate you are looking at, which will also improve the depreciation cost that flow into SG&A. So in addition to the structural, the equilibrium of CapEx to depreciation will help with the overall SG&A costs.

Got it. And also, it also feels like it's a store productivity issue. I think you kind of just bless that there in your comments. I mean where productivity is if you start closing stores, presumably, you get some of the productivity overall fleet productivity to improve, and I would think that should help a significant amount, given where kind of sales per square foot are at present.

Yes. Like we said, we've established higher hurdle rates or when we renew, which gives us leverage and negotiating for lease renewals with options to either relocate or close as the case might be. And as we do that, it improves the overall health of the portfolio with the new sites, meeting much higher hurdle rates, the older sites that are being renewed also being held to those same standards improves our overall productivity, and our focus on omnichannel marketing for those priority markets to improve traffic to those stores.

Yes. And Dylan, I'll add to that because I want to be clear that you all understand strategically retail stores, as we've always said, are an important part of our omnichannel ecosystem and I think that's really important to understand. Our stores since the end of 2023, all stores were four-wall profitable. This is really about, to your point, exactly as productivity is within our fleet of stores and as we begin to open new stores, we're holding them to a higher productivity hurdle rate so that we're ensuring that we're getting the returns that we need and that those investments are aligned with our longer-term strategy. So I think in that regard, we're in a really good position because we've got 65 stores today. It's not as though we've got 500 that we've got to rationalize. And we think that we'll make good progress on that front, combined with some of the things I mentioned in my prepared remarks around our go-to-market strategy and localizing some of that. I think that we'll continue to see improvements in our retail store portfolio, both as we rationalize some locations in addition to then adding some new locations with higher hurdle rates.

Great. Last one for me. The cool weather gear that you couldn't sell in September October, is any of that— can you pack any of that away or do you have to kind of clearance it by year-end?

Yeah. So part of our strategy is exactly that. And again, I want to make sure that we're clear about what led to the current inventory scenario. And as Heena said, it's really three buckets. There's a timing issue relative to the in-transit bucket that we recognize ownership. That's about a third. There's a third that is tied directly to a planned early receipt of core goods because, as you know, we're writing these things further out, and last year, we went into Q4 a little lean and came out essentially out of stock, and that led to depressed inventory levels throughout Q4. And then the third is really based on our receipt of fall and winter goods. We didn't sell it in the third quarter largely because of some weather issues. And so as we look at going through Q4, there's two components that we're focused on. One is ensuring that the seasonal carryover of those receipts don't hurt us into next year—meaning they don't transition into clearance inventory levels. By the way, our clearance inventory levels currently are at about 3% of total, which is 100 basis points less than a year ago and sequentially improved from 11% last quarter. But we want to ensure that as we go into next year, this carryover fall-winter doesn't impact our clearance level, which then continues to put further pressure on our margins. And so the seasonal things that are unique to this season, we will mark down and we'll sell through that this quarter. There is core kind of seasonal products like black down puffer jackets that whatever we don't sell through, we're going to pack those away because we buy them every season and it's a small amount of inventory, but inventory nonetheless that we really don't need to mark down as we move into next year. So long answer to your question, but I think important articulation is, yes, there is goods within fall-winter that we will not have to mark down, and we'll be able to pack away for a short period of time.

Excellent. Thank you.

This concludes our question-and-answer session and Duluth Trading's third-quarter financial results conference call. Thank you for attending today's presentation. You may now disconnect.