3 unchanged sentences
(Amounts in thousands)
−Removed: August 2, 2020
+Added: November 1, 2020
February 2, 2020
16 unchanged sentences
(Amounts in thousands)
−Removed: August 2, 2020
+Added: November 1, 2020
February 2, 2020
19 unchanged sentences
10,000 shares authorized;
−Removed: issued or outstanding as of August 2, 2020 and February 2, 2020
+Added: issued or outstanding as of November 1, 2020 and February 2, 2020
Common stock (Class A), no par value;
10,000 shares authorized;
−Removed: 3,364 shares issued and outstanding as of August 2, 2020 and February 2, 2020
+Added: 3,364 shares issued and outstanding as of November 1, 2020 and February 2, 2020
Common stock (Class B), no par value;
200,000 shares authorized;
−Removed: 29,500 shares issued and 29,450 shares outstanding as of August 2, 2020 and
+Added: 29,517 shares issued and 29,464 shares outstanding as of November 1, 2020 and
29,191 shares issued and 29,172 shares outstanding as of February 2, 2020
Treasury stock, at cost;
−Removed: 50 and 19 shares as of August 2, 2020 and
+Added: 53 and 19 shares as of November 1, 2020 and
February 2, 2020, respectively
1 unchanged sentence
Retained earnings
−Removed: Accumulated other comprehensive income
+Added: Accumulated other comprehensive (loss) income
Total shareholders'
8 unchanged sentences
Three Months Ended
−Removed: Six Months Ended
−Removed: August 2, 2020
−Removed: August 4, 2019
−Removed: August 2, 2020
−Removed: August 4, 2019
+Added: Nine Months Ended
+Added: November 1, 2020
+Added: November 3, 2019
+Added: November 1, 2020
+Added: November 3, 2019
Cost of goods sold (excluding depreciation and amortization)
2 unchanged sentences
Interest expense
−Removed: Other (loss) income, net
+Added: Other income (loss), net
Income (loss) before income taxes
14 unchanged sentences
Three Months Ended
−Removed: Six Months Ended
−Removed: August 2, 2020
−Removed: August 4, 2019
−Removed: August 2, 2020
−Removed: August 4, 2019
+Added: Nine Months Ended
+Added: November 1, 2020
+Added: November 3, 2019
+Added: November 1, 2020
+Added: November 3, 2019
Net income (loss)
3 unchanged sentences
Income tax expense (benefit)
−Removed: Other comprehensive income
+Added: Other comprehensive income (loss)
Comprehensive income (loss)
6 unchanged sentences
(Amounts in thousands)
−Removed: Six Months Ended August 2, 2020
+Added: Nine Months Ended November 1, 2020
Noncontrolling
8 unchanged sentences
Restricted stock surrendered for taxes
−Removed: Other comprehensive income
+Added: Other comprehensive loss
Balance at May 3, 2020
6 unchanged sentences
Balance at August 2, 2020
+Added: Issuance of common stock
+Added: Stock-based compensation
+Added: Restricted stock surrendered for taxes
+Added: Other comprehensive income
+Added: Net income (loss)
+Added: Balance at November 1, 2020
The accompanying notes are an integral part of these condensed consolidated financial statements.
2 unchanged sentences
(Amounts in thousands)
−Removed: Six Months Ended August 4, 2019
+Added: Nine Months Ended November 3, 2019
Noncontrolling
Capital stock
+Added: comprehensive
variable interest
14 unchanged sentences
Balance at August 4, 2019
+Added: Issuance of common stock
+Added: Stock-based compensation
+Added: Restricted stock forfeitures
+Added: Restricted stock surrendered for taxes
+Added: Other comprehensive income
+Added: Net income (loss)
+Added: Balance at November 3, 2019
The accompanying notes are an integral part of these condensed consolidated financial statements.
2 unchanged sentences
(Amounts in thousands)
−Removed: Six Months Ended
−Removed: August 2, 2020
−Removed: August 4, 2019
+Added: Nine Months Ended
+Added: November 1, 2020
+Added: November 3, 2019
Cash flows from operating activities:
47 unchanged sentences
In 2010, the Company initiated its omnichannel platform with the opening of its first store.
−Removed: Since then, Duluth Trading has expanded its retail presence, and as of August 2, 2020, the Company operated 59 retail stores and three outlet stores.
+Added: Since then, Duluth Trading has expanded its retail presence, and as of November 1, 2020, the Company operated 62 retail stores and three outlet stores.
The Company identifies its operating segments according to how its business activities are managed and evaluated.
17 unchanged sentences
Fiscal 2019 was a 52-week period and ended on February 2, 2020.
−Removed: The three and six months of fiscal 2020 and fiscal 2019 represent the Company’s 13 and 26-week periods ended August 2, 2020 and August 4, 2019, respectively.
−Removed: The accompanying condensed consolidated financial statements as of and for the three and six months ended August 2, 2020 and August 4, 2019 have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, in the opinion of the Company, include all adjustments (which are normal and recurring in nature) necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented.
+Added: The three and nine months of fiscal 2020 and fiscal 2019 represent the Company’s 13 and 39-week periods ended November 1, 2020 and November 3, 2019, respectively.
+Added: The accompanying condensed consolidated financial statements as of and for the three and nine months ended November 1, 2020 and November 3, 2019 have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, in the opinion of the Company, include all adjustments (which are normal and recurring in nature) necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented.
Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S.
−Removed: GAAP have been condensed or omitted pursuant to such SEC rules and regulations as of and for the three and six months ended August 2, 2020 and August 4, 2019.
+Added: GAAP have been condensed or omitted pursuant to such SEC rules and regulations as of and for the three and nine months ended November 1, 2020 and November 3, 2019.
These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s annual report on Form 10-K for the fiscal year ended February 2, 2020.
2 unchanged sentences
and global economies, disrupted global supply chains and financial markets, led to significant travel and transportation restrictions, including mandatory business closures and orders to shelter in place.
−Removed: The Company’s business operations and financial performance for the three and six months ended August 2, 2020 were impacted by COVID-19.
+Added: The Company’s business operations and financial performance for the three and nine months ended November 1, 2020 were impacted by COVID-19.
These impacts are discussed within these notes to the condensed consolidated financial statements.
10 unchanged sentences
However, the Company cannot predict the future impact or duration of the negative effect of COVID-19 and as a result, cannot reasonably predict the probability or amount of impairment losses that may be incurred in future periods.
−Removed: There were no triggering events or long-lived asset impairments charges recorded for the three months ended August 2, 2020.
+Added: There were no triggering events subsequent to the quarter ended May 3, 2020 and no long-lived asset impairment charges recorded for the nine months ended November 1, 2020.
Inventory Valuation
−Removed: Inventory, consisting of purchased product, is valued at the lower of cost and net realizable value, under the first-in, first-out method.
+Added: Inventory, consisting of purchased product, is valued at the lower of cost or net realizable value, under the first-in, first-out method.
The significant estimates used in inventory valuation are obsolescence (including excess and slow-moving inventory and lower of cost or market reserves) and estimates of inventory shrinkage.
5 unchanged sentences
Other assets, net includes goodwill, loan origination fees, trade names, security deposits and prepaid expenses.
−Removed: Goodwill was $ 0.4 million as of August 2, 2020 and February 2, 2020.
−Removed: The Company’s other intangible asset, net of accumulated amortization was $ 0.3 million as of August 2, 2020 and February 2, 2020.
−Removed: Accumulated amortization was $ 0.3 million as of August 2, 2020 and February 2, 2020.
+Added: Goodwill was $ 0.4 million as of November 1, 2020 and February 2, 2020.
+Added: The Company’s other intangible asset, net of accumulated amortization was $ 0.3 million as of November 1, 2020 and February 2, 2020.
+Added: Accumulated amortization was $ 0.3 million as of November 1, 2020 and February 2, 2020.
Seasonality of Business
4 unchanged sentences
The restricted cash is disbursed based on the escrow agreements entered into by and among the Landlords, the Company and the escrow agent.
+Added: There was no restricted cash held in escrow accounts as of November 1, 2020.
The Company considers short-term investments with original maturities of three months or less when purchased to be cash equivalents.
3 unchanged sentences
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the condensed consolidated balance sheet that sum the total of the same such amounts shown in the condensed consolidated statement of cash flows.
−Removed: August 2, 2020
+Added: November 1, 2020
February 2, 2020
36 unchanged sentences
Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic” the Company has accounted for these deferrals as if no changes to the lease contract were made and will not elect to apply the lease modification guidance under ASC 842.
−Removed: As of August 2, 2020 the Company has deferred rent of approximately $ 1.1 million which was recorded within accrued expenses and other current liabilities and will be paid in accordance with the concession arrangements.
+Added: As of November 1, 2020 the Company has deferred rent of approximately $ 1.0 million which was recorded within accrued expenses and other current liabilities and will be paid in accordance with the concession arrangements.
The expense components of the Company’s leases reflected on the Company’s consolidated statement of operations were as follows:
1 unchanged sentence
Three Months Ended
−Removed: Six Months Ended
+Added: Nine Months Ended
of Operations
−Removed: August 2, 2020
−Removed: August 4, 2019
−Removed: August 2, 2020
−Removed: August 4, 2019
+Added: November 1, 2020
+Added: November 3, 2019
+Added: November 1, 2020
+Added: November 3, 2019
(in thousands)
17 unchanged sentences
Total lease expense 1
+Added: 1 Total lease expense in the above table was overstated by $ 3.9 million for the three and six months ended August 2, 2020.
+Added: There was no impact to the Condensed Consolidated Financial Statement of Operations or any other disclosures for the three and six months ended August 2, 2020.
Other information related to leases were as follows:
−Removed: Six Months Ended
−Removed: Six Months Ended
−Removed: August 2, 2020
−Removed: August 4, 2019
+Added: Nine Months Ended
+Added: November 1, 2020
+Added: November 3, 2019
(in thousands)
14 unchanged sentences
Notes to Condensed Consolidated Financial Statements (Unaudited)
−Removed: Future minimum lease payments under the non-cancellable leases are as follows as of August 2, 2020:
+Added: Future minimum lease payments under the non-cancellable leases are as follows as of November 1, 2020:
(in thousands)
5 unchanged sentences
Debt consists of the following:
−Removed: August 2, 2020
+Added: November 1, 2020
February 2, 2020
23 unchanged sentences
On April 30, 2020, the Credit Agreement was amended to include an incremental DDTL of $ 20.5 million (the “Incremental DDTL”) that is available to draw upon before March 31, 2021, and matures on April 29, 2021 , for a total credit facility of $ 150.5 million.
−Removed: As of August 2, 2020, no amount of the incremental DDTL was funded.
−Removed: The loan covenants were also amended to allow for greater flexibility during its peak borrowing periods in fiscal 2020.
−Removed: The interest rate applicable to the Revolver or DDTL will be a fixed rate for a one-, two-, three- or six-month interest period equal to LIBOR (with a 1 % floor) for such interest period plus a margin of 225 to 300 basis points, based upon the Company’s rent adjusted leverage ratio (effective rate of 3.5 % for the Revolver and 3.6 % for the DDTL at August 2, 2020).
+Added: As of and for the nine months ended November 1, 2020, no amount of the Incremental DDTL was funded.
+Added: The loan covenants were also amended to allow for greater flexibility during the Company’s peak borrowing periods in fiscal 2020.
+Added: The interest rate applicable to the Revolver or DDTL will be a fixed rate for a one-, two-, three- or six-month interest period equal to LIBOR (with a 1 % floor) for such interest period plus a margin of 225 to 300 basis points, based upon the Company’s rent adjusted leverage ratio (effective rate of 3.5 % for the Revolver and the DDTL at November 1, 2020).
The interest rate applicable to the Incremental DDTL will also be a fixed rate over the aforementioned interest periods equal to LIBOR (with a 1 % floor) for such interest period plus a margin of 275 to 350 basis points.
−Removed: As of August 2, 2020 and for the six months then ended, the Company was in compliance with all financial and non-financial covenants for all debts discussed above.
+Added: As of November 1, 2020 and for the nine months then ended, the Company was in compliance with all financial and non-financial covenants for all debts discussed above.
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consist of the following:
−Removed: August 2, 2020
+Added: November 1, 2020
February 2, 2020
17 unchanged sentences
Treasury yield curve, credit information and an estimate of future cash flows.
−Removed: During the six months ended August 2, 2020, certain changes in the inputs did impact the fair value of the available-for-sale security.
+Added: During the nine months ended November 1, 2020, certain changes in the inputs did impact the fair value of the available-for-sale security.
The calculated fair value is based on estimates that are subjective in nature and involve uncertainties and matters of significant judgement and, therefore, cannot be determined with precision.
3 unchanged sentences
The amortized cost and fair value of the Company’s available-for-sale security and the corresponding amount of gross unrealized gains and losses recognized in accumulated other comprehensive income are as follows:
−Removed: August 2, 2020
+Added: November 1, 2020
(in thousands)
3 unchanged sentences
The Company reviews its securities on a quarterly basis to monitor its exposure to other-than-temporary impairment.
−Removed: The Company assessed the unrealized loss position as of August 2, 2020 and determined that the Company is expected to recover the entire amortized cost basis of the available-for-sale security.
−Removed: Accordingly, no other-than-temporary impairment was recorded in the unaudited condensed consolidated statements of operations for the six months ended August 2, 2020.
+Added: The Company assessed the unrealized loss position as of November 1, 2020 and determined that the Company is expected to recover the entire amortized cost basis of the available-for-sale security.
+Added: Accordingly, no other-than-temporary impairment was recorded in the unaudited condensed consolidated statements of operations for the nine months ended November 1, 2020.
February 2, 2020
2 unchanged sentences
Corporate trust
−Removed: The following table presents future principal receipts related to the Company’s available-for-sale security by contractual maturity as of August 2, 2020.
+Added: The following table presents future principal receipts related to the Company’s available-for-sale security by contractual maturity as of November 1, 2020.
(in thousands)
4 unchanged sentences
The carrying values and fair values of other financial instruments in the Consolidated Balance Sheets are as follows:
−Removed: August 2, 2020
+Added: November 1, 2020
February 2, 2020
5 unchanged sentences
The fair value was also based on a discounted cash flow method (Level 3) based on credit information and an estimate of future cash flows.
−Removed: As of August 2, 2020 and February 2, 2020, the carrying values of the long-term delayed draw term loan and long-term line of credit both approximated their fair value.
+Added: As of November 1, 2020 and February 2, 2020, the carrying values of the long-term delayed draw term loan and long-term line of credit both approximated their fair value.
DULUTH HOLDINGS INC.
5 unchanged sentences
and (b) the obligation to absorb the VIE losses and the right to receive benefits that are significant to the VIE.
−Removed: The Company has determined that it was the primary beneficiary of one variable interest entity (“VIE”) as of August 2, 2020 and February 2, 2020.
+Added: The Company has determined that it was the primary beneficiary of one variable interest entity (“VIE”) as of November 1, 2020 and February 2, 2020.
The Company leases the Company’s headquarters in Mt.
5 unchanged sentences
The Company does not consolidate the trust as the Company is not the primary beneficiary.
−Removed: The condensed consolidated balance sheets include the following amounts as a result of the consolidation of TRI as of August 2, 2020 and February 2, 2020:
−Removed: August 2, 2020
+Added: The condensed consolidated balance sheets include the following amounts as a result of the consolidation of TRI as of November 1, 2020 and February 2, 2020:
+Added: November 1, 2020
February 2, 2020
13 unchanged sentences
Three Months Ended
−Removed: Six Months Ended
−Removed: August 2, 2020
−Removed: August 4, 2019
−Removed: August 2, 2020
−Removed: August 4, 2019
+Added: Nine Months Ended
+Added: November 1, 2020
+Added: November 3, 2019
+Added: November 1, 2020
+Added: November 3, 2019
(in thousands, except per share data)
7 unchanged sentences
Notes to Condensed Consolidated Financial Statements (Unaudited)
−Removed: The computation of diluted earnings (loss) per share excluded ( 0.1 ) million shares of unvested restricted stock for the three months ended August 2, 2020, because the inclusion of dilutive potential common shares outstanding would be anti-dilutive.
−Removed: The computation of diluted earnings (loss) per share excluded ( 0.1 ) million and 0.2 million shares of unvested restricted stock for the six months ended August 2, 2020 and August 4, 2019, respectively because their inclusion would be anti-dilutive due to a net loss.
+Added: The computation of diluted earnings (loss) per share excluded ( 0.1 ) million shares of unvested restricted stock for the three months ended November 3, 2019, because their inclusion would be anti-dilutive due to the amount of forfeitures.
+Added: The computation of diluted earnings (loss) per share excluded 0.1 million shares of unvested restricted stock for both the nine months ended November 1, 2020 and November 3, 2019 because their inclusion would be anti-dilutive due to a net loss.
STOCK-BASED COMPENSATION
The Company accounts for its stock-based compensation plan in accordance with ASC 718, Stock Compensation , which requires the Company to measure all share-based payments at grant date fair value and recognize the cost over the requisite service period of the award.
−Removed: Total stock compensation expense associated with restricted stock recognized by the Company was $ 0.4 million and $ 0.8 for the three and six months ended August 2, 2020, respectively and $ 0.5 million and $ 0.9 million for the three and six months ended August 4, 2019, respectively.
−Removed: The Company’s total stock compensation expense is included in selling, general and administrative expenses on the Condensed Consolidated Statements of Operations.
−Removed: A summary of the activity in the Company’s unvested restricted stock during the six months ended August 2, 2020 is as follows:
+Added: Total stock compensation expense (benefit) associated with restricted stock recognized by the Company was $ 0.3 million and $ 1.1 million for the three and nine months ended November 1, 2020, respectively and $( 0.8 ) million and $ 0.2 million for the three and nine months ended November 3, 2019, respectively.
+Added: The Company’s total stock compensation expense (benefit) is included in selling, general and administrative expenses on the Condensed Consolidated Statements of Operations.
+Added: A summary of the activity in the Company’s unvested restricted stock during the nine months ended November 1, 2020 is as follows:
Outstanding at February 2, 2020
−Removed: Outstanding at August 2, 2020
−Removed: At August 2, 2020, the Company had unrecognized compensation expense of $ 2.8 million related to the restricted stock awards, which is expected to be recognized over a weighted average period of 3.2 years.
+Added: Outstanding at November 1, 2020
+Added: At November 1, 2020, the Company had unrecognized compensation expense of $ 2.5 million related to the restricted stock awards, which is expected to be recognized over a weighted average period of 2.5 years.
PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
−Removed: August 2, 2020
+Added: November 1, 2020
February 2, 2020
17 unchanged sentences
Three Months Ended
−Removed: Six Months Ended
−Removed: August 2, 2020
−Removed: August 4, 2019
−Removed: August 2, 2020
−Removed: August 4, 2019
+Added: Nine Months Ended
+Added: November 1, 2020
+Added: November 3, 2019
+Added: November 1, 2020
+Added: November 3, 2019
(in thousands)
6 unchanged sentences
Contract assets and liabilities on the Company’s consolidated balance sheets are presented in the following table:
−Removed: August 2, 2020
+Added: November 1, 2020
February 2, 2020
5 unchanged sentences
Gift card breakage is recorded within Net sales on the Company’s consolidated statement of operations.
−Removed: The following table provides the reconciliation of the contract liability related to gift cards for the six months ended:
−Removed: August 2, 2020
−Removed: August 4, 2019
+Added: The following table provides the reconciliation of the contract liability related to gift cards for the nine months ended:
+Added: November 1, 2020
+Added: November 3, 2019
(in thousands)
8 unchanged sentences
Management judgment is required in projecting ordinary income to estimate the Company’s annual effective tax rate.
−Removed: The effective tax rate related to controlling interest was 24 % for the three months ended August 2, 2020 and 26 % for the six months ended August 2, 2020 and 26 % for the three and six months ended August 4, 2019.
+Added: The effective tax rate related to controlling interest was 29 % for the three months ended November 1, 2020, which was impacted by changes to certain discrete items during the quarter, and 26 % for the nine months ended November 1, 2020.
+Added: The effective tax rate related to controlling interest, which was not meaningful for the three months ended November 3, 2019 was impacted by discrete items related to stock compensation activity.
+Added: The effective tax rate was 29 % for the nine months ended November 3, 2019.
The income from TRI was excluded from the calculation of the Company’s effective tax rate, as TRI is a limited liability company and not subject to income taxes.
1 unchanged sentence
The CARES Act includes several provisions aimed at assisting corporate taxpayers, including correcting the drafting error from the Tax Cuts and Jobs Act related to the tax life for qualified improvement property, loosening of the interest deduction limitation in the 2019 and 2020 tax years and including the allowance of a five year carryback for net operating losses originating in the 2018, 2019 and 2020 tax years.
−Removed: The effective tax rate for the three and six months ended August 2, 2020 was not materially impacted by the Act, but the Company continues to evaluate the Act’s provisions and how certain decisions may impact the Company’s financial position, results of operations and disclosures in future periods.
+Added: The effective tax rate for the three and nine months ended November 1, 2020 was not materially impacted by the Act, but the Company continues to evaluate the Act’s provisions and how certain decisions may impact the Company’s financial position, results of operations and disclosures in future periods.
RECENT ACCOUNTING PRONOUNCEMENTS
11 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.