Tuesday Morning Corp.

Greetings and welcome to the Tuesday morning third quarter fiscal 2022 earnings call. At this time, all participants are in a listen-only mode. A question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. I would now like to turn the conference over to your host, Jennifer Robinson, Chief Financial Officer. Please go ahead.

Good morning. I would like to welcome you to the Tuesday morning third quarter fiscal 2022 earnings call. Joining me on the call today is Fred Hand, our chief executive officer, and Mark Katz, our chief operating officer. Before we begin today's prepared remarks, I would like to remind you that some of the information presented may contain forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those anticipated by these statements. Information regarding the company's risk factors was included in our press release and in our Form 10-K and other SEC filings. Any forward-looking statements made during this call speak only as of the date of this call. Today's presentation will also include certain non-GAAP financial measures, including EBITDA and adjusted EBITDA. A reconciliation of the non-GAAP financial measures used in this presentation to the most directly comparable GAAP financial measures may be found in the investor relations section of the Tuesday Morning website at TuesdayMorning.com. I will now turn the call over to Fred. Thank you, Jennifer.

Good morning, everyone, and thank you for joining us for our third quarter fiscal 2022 conference call. I will begin my remarks this morning by highlighting our recent debt transaction and then providing an update on our progress on three key strategic initiatives since our last conference call. Next, I will provide a brief review on third quarter sales, which we noted in the release were negatively impacted by macro headwinds in March, and then finish with an update on our store experience before turning it over to Jennifer, who will discuss our financial results and outlook in more detail. First, I'd like to take a moment to highlight the current business climate and our response. In light of the many macro headwinds, we are very fortunate to have an experienced leadership team who remain vigilant on expense controls while continuing to make progress on our priorities. Moreover, as I will discuss in more detail later, times like these historically have been a positive for off-price, and we have an experienced off-price buying team to take advantage of the opportunity. With that, I'm pleased to inform you that we completed a debt transaction that resulted in sufficient liquidity to support us at least through the next 12 months. In addition, based on negotiating favorable financial terms, we reduced our ABL borrowing rate by approximately 100 basis points, reduction of $5 million on our term loan, received forgiveness on accrued interest for that $5 million, and extended our ABL at least through September 2024. Now that we've obtained this additional liquidity, we are laser focused on moving forward on our strategic initiatives. Our first major strategic initiative is our DC network design project. On the last call, we mentioned that we had engaged a third party who specializes in developing supply chain network strategies to help us identify our optimal distribution network. This study includes everything from the location, size, and number of distribution centers to the design of the building, the pool point strategy to support our entire network, and evaluation of startup and ongoing costs for each scenario. They are evaluating, one, and two distribution center networks to determine which would be the best option to support both the growth and storage assumptions through 2028. This work incorporates minimizing labor and inbound and outbound transportation costs, as well as maximizing speed to store. The initial findings indicate that a 2DC network with a west coast and East Coast presence would eliminate a significant amount of redundant miles created with a one DC network. This transportation savings coupled with efficiency savings based on DCs built for the off-price model are suggesting an attractive internal rate of return on the investment. Obviously, this is a multi-year initiative that would be accomplished in phases. we expect to be operating our Dallas DCs at least through June of 2024. We have more work to do to finalize this analysis, but are very encouraged by the initial findings. The second major strategic initiative is the thorough review of our real estate footprint. As we mentioned on the last call, we engaged another third party that focuses on using a comprehensive analytical approach to evaluate store locations. This data-based insight is intended to ensure that we make the right decisions in either extending existing leases or identifying better real estate within the market for a relocation. This review also provided a seed point strategy for new store growth identifying those locations across the country that provide the best demographics for a successful Tuesday morning location. We are excited to announce that our data-driven seed point strategy now indicates that Tuesday morning, over the long term, can grow to approximately 700 store locations within the United States. In addition, we have partnered with three master real estate brokers to assist us in building and executing our overall real estate strategy. With one based in the east, one in central, and one in the west coast, we will utilize their large networks of local brokers to identify market opportunities and help negotiate our 174 fiscal year 2023 lease expirations, which include relocation opportunities, in addition to our new stores. As I mentioned on the last call, our new stores going forward will be approximately 10,000 gross square feet. Finally, our third strategic initiative is related to our information system and infrastructure. During the quarter, we completed a system enhancement that aligned our merchandising and financial calendars. I cannot tell you how important it is for our entire company to be looking at the business in the exact same way. This required touching virtually all of our systems and making some type of change. This successful implementation gives us confidence in our abilities to continue to address our existing systems and infrastructure, which we believe can create efficiencies to simplify the business reduce manual work, and improve our decision-making processes. With respect to sales during the third quarter, we were running in line with our expectations through February. While our third quarter comp guide contemplated the Easter shift and prior year stimulus payments, it did not incorporate the disruption in Europe and incremental impact on inflation. notably gas prices. March was a very difficult month, which negatively impacted our quarterly comp significantly. The 0.6 comp increase was driven entirely by our merchandising strategy focused on driving higher average unit retail categories. In terms of inventory availability, in the last 30 days, we have seen an incredible amount of availability, and the product we've been offered is priced as aggressively as we have seen in the last two years. In addition, the oversupply of inventory is allowing us to open up new vendors, which is also very important, as it contributes to us having broader assortments. Long story short, the current environment is conducive to off-price buying. Turning next to our stores, the stores have continued to make great progress on improving execution and simplifying the shopping experience. As I mentioned last quarter, we recently rolled out a new customer survey program. We received feedback from over 20,000 customers during the third quarter. and our overall satisfaction score was 900 basis points, higher than the retail average. Our store teams far exceeded retail benchmarks in the areas of friendliness and helpfulness. We look forward to using this feedback tool to assist our store teams on improving the customer experience. And finally, I am very pleased to announce that on April 30th, we kicked off a month-long campaign to collect funds in each of our stores and online to support the efforts of the American Heart Association. This is the first-ever national charitable effort we've conducted at Tuesday morning. One in three women are diagnosed with heart disease, and it is the top cause of death for both men and women. Our teams are incredibly excited to have this opportunity to support an organization that can help so many. I would now like to turn it over to Jennifer to discuss our financial results. Jennifer?

Thank you, Fred, and good morning, everyone. I will begin by discussing our third quarter financial results and will focus on year-over-year comparisons. as we have now anniversaried the elimination of promotional events as well as the actions the company took related to its reorganization under Chapter 11 and the impact related to COVID-19. In addition, our shift toward a more typical retail calendar, driven by weeks starting on Sunday and ending on Saturday, resulted in us revising comparable store sales for both this year and last year to ensure consistency. We delivered net sales of $159.6 million compared to $153.3 million in the third quarter of fiscal 2021. The third quarter of fiscal 2022 included two additional days when compared to Q3 of fiscal 2021 due to the fiscal calendar change. During the quarter, two stores were closed and we ended the quarter with 490 stores, which was comparable to the end of the third quarter of fiscal 2021. Compared to Q3 of 2021, we delivered comp store sales growth of 0.6% in Q3 of fiscal 2022. As Fred noted, the comp increase was entirely driven by the increase in AUR and was materially impacted by the slowdown we experienced in March. Obviously, our comp store sales calculation is based on the same number of days for both this year and last year. Growth margin was $38.9 million compared to $48.2 million for the third quarter of fiscal 2021. Growth margin rate in the third quarter of fiscal 2022 declined to 24.4% compared to 31.4% in the third quarter of fiscal 2021. We estimate that our growth margin was negatively impacted by the recognition of capitalized supply chain, and freight costs of approximately 390 basis points, or $6 million, driven by the elevated costs encountered earlier this year. Moving to SG&A, SG&A was $55.6 million in Q3 of fiscal 2022, compared to $59.2 million in the same period of fiscal 2021. As a percentage of net sales, SG&A decreased to 34.8% from 38.6% in the same period of fiscal 2021, driven by leveraging store occupancy costs. Our operating loss was $16.4 million compared to a loss of $12 million in Q3 of fiscal 2021. Our net loss was 18.2 million or 21 cents per share for Q3 of fiscal 2022. This compared to net loss of 37.1 million or 55 cents per share for the third quarter of fiscal 2021. Adjusted EBITDA, a non-GAAP measure, was a loss of 11.9 million for the third quarter of fiscal 2022 compared to a loss of $6.9 million for the same period of fiscal 2021. As we look at the first nine months of fiscal 2022, adjusted EBITDA was negative $8.2 million compared to negative $12.1 million in the first nine months of fiscal 2021. Turning now to the balance sheet. We ended the quarter with an inventory position of $176.6 million, an increase of 29% compared to Q3 2021. We had planned inventory up year over year. However, it ended higher than our plan due to the incremental deceleration in top line performance beginning in March, as well as earlier than expected timing of receipts. Given that the majority of our buys are made in season, we have been able to quickly adjust our Q4 receipt flow. In addition, we will be taking above-plan markdowns in Q4 as we aim to exit the fiscal year with a clean inventory position so that we can take advantage of the tremendous supply of merchandise available in the marketplace. Total liquidity. as of the end of Q3, was $35 million, including $26.6 million of availability under our post-emergence ABL facility. As of this quarter end, we had $54.1 million in borrowings outstanding under our line of credit compared to zero borrowings at the end of Q3 2021. As Fred discussed, we successfully completed a debt transaction, which will provide us with sufficient capacity to cover our obligations and meet our plans for at least the next 12 months. With respect to our outlook, given the continued macro headwinds, we now expect fourth quarter comparable sales to decline by 3 to 5%. Given this lowered Q4 guidance, Coupled with our lower-than-expected Q3 sales, as well as the incremental Q4 markdown, we now expect a full-year adjusted EBITDA loss to be between $26 and $29 million. I will now turn the call back over to Fred for some concluding remarks. Fred?

Thank you, Jennifer. You're all very aware of the many macro issues all retailers are facing, ranging from decade-high inflation rates to continued disruptions in Europe to COVID lockdowns in China. In the short term, while we don't know exactly how this will impact the consumer, we do know the importance of delivering value and that any type of dislocation or economic downturn can be very beneficial for the off-price model. This is a time when inventory availability becomes abundant, which we have started to see over the last 30 days. Fortunately, we have an experienced off-price buying organization, and they've all been through this before. In the long term, I shared the progress we're making with our DC network study and are very encouraged by the initial findings. Moreover, we now have comprehensive data behind our ability to grow to a 700 store location retailer. I remain encouraged by both the short-term and long-term opportunities at Tuesday morning, and I'm excited to continue on our transformation to become a world-class off-price retailer. In closing, I want to thank the entire Tuesday morning team for their dedication and execution during the third quarter. The team is working with a sense of urgency on executing on our initiatives. In addition, I would like to thank the vendor community for their continued partnership and support. We will now open the call up for questions.

Thank you. Ladies and gentlemen, we will now be conducting a question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad, and a confirmation tone will indicate your line is in the queue. You may press star 2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment, please, while we pull up our questions. Our first question comes from Hamed Korsam. with BWS Financial. Please proceed.

Good morning. Could you first talk about, you know, a little bit more detail about what happened in March? Was it related to merchandise, or was the consumer just completely retracking from spending? And how has that, you know, transcended into what you're seeing now? You know, we're now in May, two months later.

Good morning, Ahmed. Thank you for the question. As I mentioned in the prepared remarks, our comp sales through February were in line with our expectations. And in March, you know, what we had expected, we were going to have the lapping of the stimulus. We had expected, obviously, the Easter shift. But we had not expected the disruption that happened in Ukraine, the war, and then the inflationary issues. And I will tell you that, you know, a lot of that I think was external factors. The traffic really slowed down in our stores starting in week two of March. And that's the reason why, you know, we had such a tough month in the month of March. As far as the quarter that we're in, I will tell you that business has gotten better, and we're tracking towards the favorable side of our guidance, which is good to see. And, you know, we're very focused on making sure that we're doing everything we can within our control so that when the customer comes into our buildings, they're still able to find great product, great value at a great presentation and friendly store. So, you know, we're managing the business as best as we can, and as far as the product is concerned, as Jennifer talked about, we're also trying to address some of the product categories, the age product that we have based on the slowdown in sales. But I wouldn't say that that was the reason why the business was tough. I would say the majority of it was macro issues.

The positive sales that you're seeing now in the quarter, I would say positive in the In a matter of years speaking, is that because you're doing more promotions or is that because the consumer is just coming back to the stores?

No. As I said, we're trending towards the favorable side of our guidance, but there's no promotions whatsoever. Remember that we anniversary all of our promotional events last December, so we have no promotions at all. That's basically anti-off-price model. I will tell you that what we're seeing is ever so much increased traffic versus what we had in March. I think, again, we're focused on value. We're focused on making sure that we offer the best product that we can and maintaining the value gap versus our competition. That's really our focus. I would tell you that people are just coming back Tuesday morning because of the value offer that we have. I think I will tell you, our customer service in the stores has really improved. Our team has done a very nice job of focusing on the service aspect. If you recall, my comments in the past have been to try to simplify the store experience both for our associates and our customers. And I think that's resonating with our customer. I think our customer sees that they can find a product that they're looking for. They don't have to fight through a lot of goods. All of those things is culminating in what we're seeing, hopefully, as we transition out of March and April into the rest of the fourth quarter.

Just to piggyback on that, Ahmed, this is Mark. And as you think about the quarter that we're in now, remember as you got through, what, April Week 2, you've been through the Easter chef. And you're also getting well past the big March stimulus payment that happened. So what was happening in stimulus is far less than it was, you know, back in the prior March. So you're through those things. And when we talk about taking above-plan markdowns, these are permanent markdowns we're taking. This is not a POS event. These are permanent markdowns we're taking on the goods that every off-price retailer does to eventually clear them out. And that's what we're starting to do, and that's what we're talking about. This is not a POS event where we're buying goods specifically for like a green card that was done in the past. Again, permanent markdowns to clear the goods.

Got it. That's helpful. And then as far as the credit facility is concerned, could you just provide a little bit more color on that and what your intentions are with the increase in working capital over the next 12 months?

Sure, absolutely, Hamid. Good morning. Good morning. So as Fred mentioned, we are very happy to announce that we were able to replace our existing ABL with a new ABL and Philo facility. The benefits of the new debt include the borrowing rate improvement of approximately 100 basis points, as well as extending the maturity of that facility. Our prior ABLs matured in December 2023. This new facility has a maturity currently as of September 2024. However, there is a springing maturity to May 2027 once the term loan is addressed. And then as Fred also mentioned, we were able to pay down $5 million of our term loan facility and had approximately a million dollars of interest expense forgiven. The $10 million filo has an approximate interest rate of 7% compared to the 14% that the term loan facility has. So despite technically having about $5 million more in total debt due to the favorable interest rates, we do expect to see a slightly lower interest expense under the new revised facilities. We anticipate that incremental liquidity generated from this transaction is approximately $7 million varies slightly by month and eligible assets, but it's roughly $7 million. And that excludes the FILO committed accordion of $5 million that's available after November of this year. And then lastly, the transaction also included a financial covenant with a net leverage ratio that we will begin to measure in September 2023. Given that our current term loan matures in December of 24, we expect to look for alternatives about 15 months prior to that. So that would ensure that we have a solution on the term loan by December 2023 in order to prevent the term loan from becoming current on our balance sheet. So long story short, we view the timing of that covenant to be commiserate with our need to replace the term loan in normal practice.

Okay. And then, Fred, it's approaching about a year since you've joined. Obviously, the stock is telling you it's been a very difficult year. Have you been able to achieve what you want to do in this year other than what the stock has done?

Yeah, it's definitely been an interesting year, let me put it that way. But, you know, we've definitely made headway and progress. on the initiatives that we put forth internally within the four walls of our company. We're making progress, as I made in my prepared remarks on our DC study. We have a good roadmap as we are finalizing our study when it comes to our stores. And we're making progress. And I will tell you that the calendar change for us was a huge win, because it really gives us confidence that we're able to make the progress that we need to make and the improvements on our systems and infrastructure. And I will most importantly tell you that I feel great about our team. You know, the team that we put together is very well-versed in off-price, not just the senior leadership team, but our merchandising team. And, you know, this is a great opportunity for off-price retailers. Any disruption of any kind, be it weather issues or global issues or supply chain, it just creates opportunity for off-price. And we're very excited to be able to pounce on those opportunities as we go forward. So my response to you in a long-winded way would be, yeah, I feel good about the progress we've made. I'm very energized and motivated about short-term and long-term progress. And our mode of operation, frankly, is we can't control the macro issues and the external issues. We're laser-focused on what we can execute within the four walls of our company, and our team is very much motivated to get that done.

Okay. And then as far as the inventory is concerned, your comments about holding off purchases in June quarter, how are you going to realign that balance? Are you going to hold the same kind of inventory as you go into the holiday season? Are you going to increase it, and what's the mix going to be like as far as the product is concerned, merchandise?

Yeah, just to be clear on that again, this is Mark. When we talk about reducing receipts, we're talking our store inventory levels. So we obviously, you know, Q3 was bumpy, and we expect Q4 to be bumpy. And as a result of that, we've lowered our sales, as we've talked about. When you lower your sales, you lower your receipts. So our store inventories are going to be lowered. doesn't necessarily mean our total inventories will be lower because there's a lot of available merchandise available in the market. But what we don't want to do is just send goods to the store because we can. We want that to match the traffic levels we expect to see in the stores. So it's the store inventories that will be down, but again, based on merchandise available in the market, this is why we have D.C. reserve locations. This is one of the beauties of the off-price model is a A highly desirable brand at a great value or a highly desirable trend at a great value is never a bad buy. So to the extent those are out there, we'll take advantage, and that's why we have DC reserved locations.

Thank you. This concludes our question and answer session. I would like to hand the call back to Fred Hands for any closing remarks.

Thank you for joining us for this earnings call. We look forward to speaking to you at our fourth quarter earnings call. Have a great day, everyone.

This concludes today's conference. Thank you very much for your participation. You may now disconnect.