Vince Holding Corp.

Thank you all for joining today. I would like to welcome you all to the Vince Q4 2022 earnings conference call. My name is Brica and I'll be your operator for today's call. At this time, all participants are in a listen only mode. And I would now like to turn the conference over to your host, Caitlin Churchill, Investor Relations to begin. So Caitlin, please proceed when you're ready.

Thank you and good morning, everyone. Welcome to VIMS Holding Corp's fourth quarter and full year fiscal 2022 results conference call. Hosting the call today are Jack Schweifel, Chief Executive Officer, and Amy Levy, 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 expects. 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. Following today's remarks, there will be no question and answer session. Now, I will turn the call over to Jack.

Thank you, Caitlin, and thank you, everyone, for joining us on today's call. As you saw in our press release this morning, we are excited to announce a transformative strategic partnership with Authentic Brands Group or Authentic, which we believe will position Vince for its next chapter. Before I review details of the partnership, let me touch on our fourth quarter and full year fiscal 2022 results we released in conjunction with this morning's announcement. For the full year, we delivered double digit sales growth across our wholesale and direct to consumer segments for VINs culminating in a net sales growth of over 12 percent compared to the prior year. That said, given the macro-related headwinds faced, we delivered loss from operations for the VINs brand, including unallocated corporate expenses of $4.2 million for the year. Included in these results was a challenging fourth quarter performance driven primarily by our wholesale segment while we saw growth in our direct-to-consumer segment sales. Our direct-to-consumer performance was driven by our store channel, which more than offset a decline in our e-commerce business, which continued to be impacted by software traffic trends. Similar to others across retail, the quarter was also impacted by an increased promotional activity. Despite these headwinds, I am pleased with the continued resiliency and dedication of our teams as we continue to focus on our strategic objectives, substantially completed the wind-down of the Rebecca Taylor business, and end of the year in a healthier inventory position. As I will discuss today through our actions we took in fiscal 2022 and with the transaction we announced today, we believe we are well positioned to focus on our growth initiatives and deliver long-term success. Turning now on more on our new partnership with Authentic. As detailed in today's press release and SEC filings, As part of this arrangement, Vince will contribute its intellectual property to Authentic's newly formed subsidy, ABG Vince, and in return will receive $76.5 million in cash from Authentic and a 25% membership interest in ABG Vince. In addition, in connection with this transaction, we will enter into an exclusive 10-year license agreement with eight 10-year renewal options to continue to operate the business substantially in the same manner as we do today through our wholesale, retail, and e-commerce channels. We expect the transition to close within the second quarter of the calendar 2023, and we will use the proceeds to strengthen our balance sheet. Looking ahead, we believe this partnership is not only transformative for our business, but an important step in capitalizing on the potential for the Vince brand with a highly experienced and equally committed partner. Let me now turn the discussion over to Amy, who will review our fourth quarter financial results, as well as more details of the transaction and its impact on our financial model going forward.

Thank you, Jack. As expected, our fourth quarter financial results were impacted by the continued wind down of the Rebecca Taylor business, as well as aggressive actions we have taken to reduce our bin's inventory levels, especially in light of the continued challenging macro environment. With respect to Rebecca Taylor, the business contributed 11 million dollars in net sales for the quarter and we incurred net charges of 3.7 million related to the wind down activity, including the write down of inventory as well as accelerated operating lease amortization, accelerated depreciation and amortization as well as other costs partially offset by the benefit from the release of operating lease liability. In addition, we recorded a $1.6 million gain on the sale of the Rebecca Taylor intangible assets during the period. Turning now to our results in more detail. Total company net sales for the fourth quarter decreased 7.8% to $91.3 million, compared to $99 million in the fourth quarter of fiscal 2021. The year-over-year decrease was driven by an 8% decline in Vince Brand sales, and a 6.4% decrease in Rebecca Taylor and Parker combined net sales. The Vince brand net sales decrease was entirely driven by our wholesale segment, which declined 20.9% compared to last year, primarily due to a higher rate of sales allowances, lower full price shipments, and the timing of off price shipments. This performance was partially offset by the 4.7% increase in our Vince direct to consumer segment sales, which was entirely driven by our store channel. Gross profit in the fourth quarter was $36.2 million, or 39.6% of net sales. This compares to $43.6 million, or 44% of net sales in the fourth quarter of last year. The decrease in the gross margin rate was primarily driven by the increase in promotional activity in the direct-to-consumer channel, a higher rate of sales allowances in the wholesale channel, and unfavorable year-over-year adjustments to inventory reserves. This was partially offset by favorable channel and product mix. The wind down of the Rebecca Taylor business negatively impacted the fourth quarter 2022 gross margin rate by approximately 100 basis points. Selling general and administrative expenses in the quarter was 42.3 million or 46.3% of net sales as compared to 41.8 million or 42.2% of net sales in the fourth quarter of last year. The increase in SG&A dollars was driven by 3.3 million in net expenses related to the wind down of Rebecca Taylor as well as higher salaries and benefits, which offset lower marketing expenses in Rebecca Taylor, lower rent expense, and lower consulting and other third-party costs during the period. Operating loss for the fourth quarter was $5.5 million, which includes the $3.7 million in net charges associated with the wind-down of Rebecca Taylor, the $1.6 million gain on the sale of the Rebecca Taylor intangible assets, and $1 million in non-cash charges related to the impairment of property and equipment for certain Vince retail locations. This compares to operating income of $1.8 million in the same period last year. Income tax expense for the fourth quarter was $1.7 million as a result of an annual non-cash deferred tax expense created by the amortization of indefinite lived goodwill and intangible assets for tax but not for book purposes. Net loss for the fourth quarter, which includes the gain on the sale of the Rebecca Taylor intangible assets, The impact of the net charges associated with the wind down of Rebecca Taylor and the non-cash charges related to the impairment of property and equipment for certain Vince retail locations was 11 million, or an 89 cent loss per share compared to a net loss of 2.7 million, or a 23 cent loss per share in the fourth quarter of last year. Moving to inventory. Net inventory was 90 million at the end of the fourth quarter as compared to 78.6 million at the end of the fourth quarter last year. While we are still feeling the impact of the higher investment in replenishment products, higher product costs, as well as the increase of carryover pre-fall and fall assortments compared to last year, we are pleased with the sequential improvement in inventory compared to the third quarter. As we have mentioned previously, through the actions we have taken, we continue to believe we will return to more normalized inventory levels in the second half of fiscal 2023. Let me now turn and provide more details on the financial impact our transaction with Authentic, will have on our results going forward. As Jack reviewed, as part of our arrangement with Authentic, we expect to operate our business in substantially the same manner we do today through our wholesale, retail, and e-commerce channels. That said, we will be transferring our current licensing business for footwear and soft accessories, which has historically benefited annual wholesale revenue by over $2.5 million, to ABG Vince. In addition, as part of the transaction and the new long-term licensing agreement we are entering into, we expect to pay an annual minimum royalty fee of at least $11 million in quarterly installments to ABG VINs, which will be reflected in SG&A expenses going forward beginning after the close of the transaction. With the proceeds from this transaction, we expect to strengthen our overall liquidity position and increase our working capital. We plan to repay in full $27.7 million outstanding under the term loan credit facility and to repay a portion of the outstanding borrowings under our revolving credit facility. Concurrent with this transaction, we have also entered into an amendment with our ABL facility to adjust the initial commitment level commensurate with the expected net proceeds after transaction related fees and expenses and the aforementioned term loan pay down. Given the updated terms, covenants, and conditions with this amendment, we are actively working on ABL refinancing options to strengthen our financial flexibility going forward. While the changes related to this transaction will have a negative impact on our pro forma operating income and net income in the near term, we expect the impact to pro forma net income to be partially offset by the quarterly distribution received from ABG VINs as well as lower interest expense following the anticipated reduction in debt. In addition, we continue to expect to utilize our net operating loss carry forward, and at the end of fiscal 2022, the remaining gross value of our federal NLLs was approximately $524 million. We believe this will continue to provide a cash tax shield for both proceeds from this transaction as well as the quarterly cash distribution received from ABG events going forward. Turning to our expectations for fiscal 2023. While we are not providing formal earnings guidance at this time, we do expect fiscal 2023 to continue to be impacted by the ongoing macro headwinds, but expect improved trends for the back half of the year as we anniversary easier comparisons. As we look longer term, with a stronger balance sheet in place, we believe we will be well positioned to execute against our objectives, including driving margin expansion through disciplined cost management and reduced promotional activity, strengthening our vendor relationships, and focusing on our strategic growth initiatives, which I will now turn the call back over to Jack to review.

Thank you, Amy. As Amy mentioned, we believe fiscal 2023 will continue to be impacted by macro headlines, but we plan to stay focused on strengthening the foundations of our operations while leveraging our new agreement with a world-class licensing partner in Authentic. We believe this partnership will allow our teams to focus on our core ready-to-wear assortment for both women's and men's and build on our profitable domestic wholesale business while focusing on the execution of our key near-term strategic growth initiatives, including leveraging our enhanced e-commerce capabilities and CDP platform to drive greater loyalty and conversions and capture a broader customer base, expanding our international presence in Asia, Canada, and select European countries, growing our men's business both in the direct-to-consumer and wholesale channels, and selectively opening new retail doors in the U.S. market. We made significant enhancements to our omnichannel capabilities in 2022, including the relaunch of our VINs website and the rollout of our new customer data platform, or CDP. With the initial launch of CDP, we were able to increase our personalization efforts for select events, and we're pleased with the conversion we saw during these times. These enhancements allow us to be far more data-driven than we've ever been. We look forward to further leveraging these capabilities going forward. Next, we see opportunities to continue to build our international presence through our wholesale and retail channels and expand our men's business as we continue to operate in major regions, including Europe, Canada, and Asia. In Asia, where the pandemic has taken far longer to dissipate, we see long-term growth potential in Korea, Japan, and especially China. Our men's business represented less than 20% of our 2022 revenue performance, and we believe we can grow this business to approximately 30% of our top-line performance in the next four years. As part of this strategy, we plan to test men's-only retail stores and are very excited for our first men's store opening, which occurred earlier this month in the Roosevelt Field Mall in Long Island, New York. We continue to expect to selectively open new stores and new markets in the United States. and plan to leverage our retail footprint along with our e-commerce business to drive omnichannel growth. As we look ahead, we are excited for this new chapter for the company. With an improved balance sheet in place, we will be in a better position to focus on our near-term growth initiatives and to capitalize on opportunities that may arise to drive long-term success and stakeholder value. With that, we conclude our fiscal year 2022 year end and Q4 results conference call. Thank you again to everyone at Vince Holding Corp and have a great week. Thank you.

Thank you all again for joining. That does conclude today's call. Please have a lovely day and you may now disconnect your line.