DULUTH HOLDINGS INC. 10-Q

Item 1. Financial Statements DULUTH HOLDINGS INC. Condensed Consolidated Balance Sheets - Assets (Unaudited) (Amounts in thousands) July 31, 2022 January 30, 2022 ASSETS Current Assets: Cash and cash equivalents $ 15,369 $ 77,051 Receivables 5,764 5,455 Inventory, less reserves of $ 2,310 and $ 2,372 , respectively 164,499 122,672 Prepaid expenses & other current assets 16,841 17,333 Prepaid catalog costs 35 10 Total current assets 202,508 222,521 Property and equipment, net 114,616 110,078 Operating lease right-of-use assets 114,980 120,911 Finance lease right-of-use assets, net 48,669 50,133 Available-for-sale security 5,823 6,554 Other assets, net 6,725 5,353 Total assets $ 493,321 $ 515,550 The accompanying notes are an integral part of these condensed consolidated financial statements. ‎ 3 DULUTH HOLDINGS INC. Condensed Consolidated Balance Sheets – Liabilities and Shareholders’ Equity (Unaudited) (Amounts in thousands) July 31, 2022 January 30, 2022 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Trade accounts payable $ 53,604 $ 45,402 Accrued expenses and other current liabilities 28,961 47,504 Income taxes payable 583 6,814 Current portion of operating lease liabilities 13,422 12,882 Current portion of finance lease liabilities 2,763 2,701 Current portion of Duluth long-term debt — — Current maturities of TRI long-term debt 729 693 Total current liabilities 100,062 115,996 Operating lease liabilities, less current maturities 101,008 107,094 Finance lease liabilities, less current maturities 38,870 40,267 Duluth long-term debt, less current maturities — — TRI long-term debt, less current maturities 26,271 26,608 Deferred tax liabilities 2,729 2,867 Total liabilities 268,940 292,832 Shareholders' equity: Preferred stock, no par value; 10,000 shares authorized; no shares issued or outstanding as of July 31, 2022 and January 30, 2022 — — Common stock (Class A), no par value; 10,000 shares authorized; 3,364 shares issued and outstanding as of July 31, 2022 and January 30, 2022 — — Common stock (Class B), no par value; 200,000 shares authorized; 30,089 shares issued and 29,977 shares outstanding as of July 31, 2022 and 29,786 shares issued and 29,707 shares outstanding as of January 30, 2022 — — Treasury stock, at cost; 112 and 79 shares as of July 31, 2022 and January 30, 2022, respectively ( 1,458 ) ( 1,002 ) Capital stock 97,102 95,515 Retained earnings 131,943 130,868 Accumulated other comprehensive income 2 489 Total shareholders' equity of Duluth Holdings Inc. 227,589 225,870 Noncontrolling interest ( 3,208 ) ( 3,152 ) Total shareholders' equity 224,381 222,718 Total liabilities and shareholders' equity $ 493,321 $ 515,550 The accompanying notes are an integral part of these condensed consolidated financial statements. ‎ 4 DULUTH HOLDINGS INC. Condensed Consolidated Statements of Operations (Unaudited) (Amounts in thousands, except per share figures) Three Months Ended Six Months Ended July 31, 2022 August 1, 2021 July 31, 2022 August 1, 2021 Net sales $ 141,511 $ 149,127 $ 264,415 $ 282,546 Cost of goods sold (excluding depreciation and amortization) 65,903 67,701 121,744 134,577 Gross profit 75,608 81,426 142,671 147,969 Selling, general and administrative expenses 71,739 68,339 139,733 132,987 Operating income 3,869 13,087 2,938 14,982 Interest expense 879 1,182 1,755 2,490 Other income, net 78 56 124 72 Income before income taxes 3,068 11,961 1,307 12,564 Income tax expense 727 3,014 289 3,119 Net income 2,341 8,947 1,018 9,445 Less: Net loss attributable to noncontrolling interest ( 27 ) ( 45 ) ( 56 ) ( 91 ) Net income attributable to controlling interest $ 2,368 $ 8,992 $ 1,074 $ 9,536 Basic earnings per share (Class A and Class B): Weighted average shares of common stock outstanding 32,766 32,624 32,732 32,582 Net income per share attributable to controlling interest $ 0.07 $ 0.28 $ 0.03 $ 0.29 Diluted earnings per share (Class A and Class B): Weighted average shares and equivalents outstanding 32,766 32,813 32,910 32,786 Net income per share attributable to controlling interest $ 0.07 $ 0.27 $ 0.03 $ 0.29 The accompanying notes are an integral part of these condensed consolidated financial statements. ‎ 5 DULUTH HOLDINGS INC. Condensed Consolidated Statements of Comprehensive Income (Unaudited) (Amounts in thousands) Three Months Ended Six Months Ended July 31, 2022 August 1, 2021 July 31, 2022 August 1, 2021 Net income $ 2,341 $ 8,947 $ 1,018 $ 9,445 Other comprehensive income Securities available-for sale: Unrealized security (loss) income arising during the period ( 202 ) 419 ( 651 ) 689 Income tax (benefit) expense ( 51 ) 105 ( 164 ) 173 Other comprehensive (loss) income ( 151 ) 314 ( 487 ) 516 Comprehensive income 2,190 9,261 531 9,961 Comprehensive loss attributable to noncontrolling interest ( 27 ) ( 45 ) ( 56 ) ( 91 ) Comprehensive income attributable ‎ to controlling interest $ 2,217 $ 9,306 $ 587 $ 10,052 The accompanying notes are an integral part of these condensed consolidated financial statements. ‎ 6 DULUTH HOLDINGS INC. Condensed Consolidated Statement of Shareholders’ Equity (Unaudited) (Amounts in thousands) Six Months Ended July 31, 2022 Accumulated Noncontrolling Capital stock other interest in Total Treasury Retained comprehensive variable interest shareholders' Shares Amount stock earnings income entity equity Balance at January 30, 2022 33,071 $ 95,515 $ ( 1,002 ) $ 130,868 $ 489 $ ( 3,152 ) $ 222,718 Issuance of common stock 292 166 — — — — 166 Stock-based compensation — 618 — — — — 618 Restricted stock forfeitures ( 1 ) — — — — — — Restricted stock surrendered for taxes ( 33 ) — ( 455 ) — — — ( 455 ) Other comprehensive loss — — — — ( 336 ) — ( 336 ) Net loss — — — ( 1,294 ) — ( 29 ) ( 1,323 ) Balance at May 1, 2022 33,329 $ 96,299 $ ( 1,457 ) $ 129,575 $ 153 $ ( 3,181 ) $ 221,389 Issuance of common stock 56 147 — — — — 147 Stock-based compensation — 656 — — — — 656 Restricted stock forfeitures ( 44 ) — — — — — — Restricted stock surrendered for taxes — — ( 1 ) — — — ( 1 ) Other comprehensive loss — — — — ( 151 ) — ( 151 ) Net income (loss) — — — 2,368 — ( 27 ) 2,341 Balance at July 31, 2022 33,341 $ 97,102 $ ( 1,458 ) $ 131,943 $ 2 $ ( 3,208 ) $ 224,381 The accompanying notes are an integral part of these condensed consolidated financial statements. ‎ 7 DULUTH HOLDINGS INC. Condensed Consolidated Statement of Shareholders’ Equity (Unaudited) (Amounts in thousands) Six Months Ended August 1, 2021 Accumulated Noncontrolling Capital stock other interest in Total Treasury Retained comprehensive variable interest shareholders' Shares Amount stock earnings income entity equity Balance at January 31, 2021 32,841 $ 92,875 $ ( 628 ) $ 101,166 $ 48 $ ( 3,000 ) $ 190,461 Issuance of common stock 101 132 — — — — 132 Stock-based compensation — 371 — — — — 371 Restricted stock forfeitures ( 1 ) — — — — — — Restricted stock surrendered for taxes ( 24 ) — ( 358 ) — — — ( 358 ) Other comprehensive income — — — — 202 — 202 Net income (loss) — — — 544 — ( 46 ) 498 Balance at May 2, 2021 32,917 $ 93,378 $ ( 986 ) $ 101,710 $ 250 $ ( 3,046 ) $ 191,306 Issuance of common stock 142 139 — — — — 139 Stock-based compensation — 563 — — — — 563 Restricted stock forfeitures ( 2 ) — — — — — — Restricted stock surrendered for taxes — — ( 5 ) — — — ( 5 ) Other comprehensive income — — — — 314 — 314 Net income (loss) — — — 8,992 — ( 45 ) 8,947 Balance at August 1, 2021 33,057 $ 94,080 $ ( 991 ) $ 110,702 $ 564 $ ( 3,091 ) $ 201,264 The accompanying notes are an integral part of these condensed consolidated financial statements. ‎ 8 DULUTH HOLDINGS INC. Condensed Consolidated Statements of Cash Flows (Unaudited) (Amounts in thousands) Six Months Ended July 31, 2022 August 1, 2021 Cash flows from operating activities: Net income $ 1,018 $ 9,445 Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization 15,374 14,516 Stock based compensation 1,274 1,007 Deferred income taxes 27 ( 312 ) Loss on disposal of property and equipment 23 67 Changes in operating assets and liabilities: Receivables ( 309 ) ( 642 ) Inventory ( 41,827 ) 14,165 Prepaid expense & other current assets 86 ( 1,332 ) Software hosting implementation costs, net ( 529 ) ( 1,220 ) Deferred catalog costs ( 25 ) 975 Trade accounts payable 9,549 2,889 Income taxes payable ( 6,231 ) ( 6,992 ) Accrued expenses and deferred rent obligations ( 18,974 ) ( 4,908 ) Other assets ( 519 ) ( 1,035 ) Noncash lease impacts ( 75 ) ( 111 ) Net cash (used in) provided by operating activities ( 41,138 ) 26,512 Cash flows from investing activities: Purchases of property and equipment ( 18,814 ) ( 4,984 ) Principal receipts from available-for-sale security 79 71 Proceeds from disposals 8 55 Net cash used in investing activities ( 18,727 ) ( 4,858 ) Cash flows from financing activities: Proceeds from line of credit — 5,000 Payments on line of credit — ( 5,000 ) Payments on delayed draw term loan — ( 48,250 ) Payments on TRI long term debt ( 338 ) ( 303 ) Payments on finance lease obligations ( 1,336 ) ( 1,237 ) Payments of tax withholding on vested restricted shares ( 456 ) ( 363 ) Other 313 199 Net cash used in financing activities ( 1,817 ) ( 49,954 ) Decrease in cash, cash equivalents ( 61,682 ) ( 28,300 ) Cash and cash equivalents at beginning of period 77,051 47,221 Cash and cash equivalents at end of period $ 15,369 $ 18,921 Supplemental disclosure of cash flow information: Interest paid $ 1,755 $ 2,519 Income taxes paid $ 6,619 $ 10,461 Supplemental disclosure of non-cash information: Unpaid liability to acquire property and equipment $ 2,236 $ 2,052 The accompanying notes are an integral part of these condensed consolidated financial statements. 9 Table of Contents DULUTH HOLDINGS INC. Notes to Condensed Consolidated Financial Statements (Unaudited) 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION A. Nature of Operations Duluth Holdings Inc. (“Duluth Trading” or the “Company”), a Wisconsin corporation, is a lifestyle brand of men’s and women’s casual wear, workwear and accessories sold primarily through the Company’s own omnichannel platform. The Company’s products are marketed under the Duluth Trading name, with the majority of products being exclusively developed and sold as Duluth Trading branded merchandise. The Company identifies its operating segments according to how its business activities are managed and evaluated. The Company continues to report one reportable external segment, consistent with the Company’s omnichannel business approach. The Company’s revenues generated outside the United States were insignificant. The Company has two classes of authorized common stock: Class A common stock and Class B common stock. The rights of holders of Class A common stock and Class B common stock are identical, except for voting and conversion rights. Each share of Class A common stock is entitled to ten votes per share and is convertible at any time into one share of Class B common stock. Each share of Class B common stock is entitled to one vote per share. The Company’s Class B common stock trades on the NASDAQ Global Select Market under the symbol “DLTH.” B. Basis of Presentation The condensed consolidated financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”). The Company consolidates TRI Holdings, LLC (“TRI”) as a variable interest entity (see Note 6 “Variable Interest Entity” for further information). All significant intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year ends on the Sunday nearest to January 31 of the following year. Fiscal 2022 is a 52-week period and ends on January 29 , 2023 . Fiscal 2021 was a 52-week period and ended on January 30, 2022. The three months of fiscal 2022 and fiscal 2021 represent the Company’s 13-week periods ended July 31, 2022 and August 1, 2021, respectively. The accompanying condensed consolidated financial statements as of and for the three and six months ended July 31, 2022 and August 1, 2021 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. GAAP have been condensed or omitted pursuant to such SEC rules and regulations as of and for the three and six months ended July 31, 2022 and August 1, 2021. 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 January 30, 2022. C. COVID-19 In March 2020, a novel strain of coronavirus (“COVID-19”) was declared a global pandemic by the World Health Organization. This pandemic has negatively affected the U.S. 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. The ultimate impact of COVID-19 on our operational and financial performance still depends on future developments outside of our control. Given the uncertainty, we cannot reasonably estimate the continued impact on our business and whether that impact will be different than what we have already experienced. D. Impairment Analysis As of July 31, 2022 and for the three and six months ended, no triggering events or indicators of asset impairment were noted. E. Inventory Inventory consists of finished goods stated at the lower of cost or net realizable value, with cost determined using the first-in, first-out valuation method. The Company records an inventory reserve for the anticipated loss associated with selling 10 Table of Contents DULUTH HOLDINGS INC. Notes to Condensed Consolidated Financial Statements (Unaudited) inventories below cost. Inventory reserve for excess and obsolete items was $ 2.3 million and $ 1.0 million as of July 31, 2022 and January 30, 2022, respectively . The reserve for retail inventory shrinkage is adjusted to reflect the trend of historical physical inventory count results. The Company performs its retail store physical inventory counts in July and the difference between actual and estimated shrinkage, recorded in Cost of goods sold, may cause fluctuations in second fiscal quarter results. Due to the timing of the inventory counts, an insignificant retail inventory shrinkage reserve was outstanding as of July 31, 2022, compared to $ 1.4 million as of January 30, 2022. F. Prepaid Expenses and Other Assets Prepaid expenses and other assets consist of the following: July 31, 2022 January 30, 2022 (in thousands) Prepaid expenses & other current assets Pending returns inventory, net $ 1,824 $ 2,235 Current software hosting implementation costs, net 1,942 1,475 Other prepaid expenses 13,075 13,623 Prepaid expenses & other current assets $ 16,841 $ 17,333 Other assets, net Goodwill $ 402 $ 402 Intangible assets, net 459 246 Non-current software hosting implementation costs 3,885 2,949 Other assets, net 1,979 1,756 Other assets, net $ 6,725 $ 5,353 G. Seasonality of Business The Company’s business is affected by the pattern of seasonality common to most apparel businesses. Historically, the Company has recognized a significant portion of its revenue and operating profit in the fourth fiscal quarter of each year as a result of increased sales during the holiday season. H. Cash and Cash Equivalents The Company considers short-term investments with original maturities of three months or less when purchased to be cash equivalents. Amounts receivable from credit card issuers are typically converted to cash within 2 to 4 days of the original sales transaction and are considered to be cash equivalents. I. Significant Accounting Policies There have been no significant changes to the Company’s significant accounting policies as described in the Company’s Annual Report on Form 10-K for the year ended January 30, 2022. ‎ 11 Table of Contents DULUTH HOLDINGS INC. Notes to Condensed Consolidated Financial Statements (Unaudited) 2. LEASES Based on the criteria set forth in ASC Topic 842, Leases (“ASC 842”), the Company recognizes Right-of-use (ROU) assets and lease liabilities related to leases on the Company’s consolidated balance sheets. The Company determines if an arrangement is, or contains, a lease at inception. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities reflect the obligation to make lease payments arising from the lease. At any given time during the lease term, the lease liability represents the present value of the remaining lease payments and the ROU asset is measured at the amount of the lease liability, adjusted for pre-paid rent, unamortized initial direct costs and the remaining balance of lease incentives received. Both the lease ROU asset and liability are reduced to zero at the end of the lease. The Company leases retail space under non-cancelable lease agreements, which expire on various dates through 2036. Substantially all of these arrangements are store leases. Store leases generally have initial lease terms ranging from five years to fifteen years with renewal options and rent escalation provisions. At the commencement of a lease, the Company includes only the initial lease term as the option to extend is not reasonably certain. The Company does not record leases with a lease term of 12 months or less on the Company’s consolidated balance sheets. When calculating the lease liability on a discounted basis, the Company applies its estimated discount. The Company bases this discount on a collateralized interest rate as well as publicly available data for instruments with similar characteristics. In addition to rent payments, leases for retail space contain payments for real estate taxes, insurance costs, common area maintenance, and utilities that are not fixed. The Company accounts for these costs as variable payments and does not include such costs as a lease component. The expense components of the Company’s leases reflected on the Company’s consolidated statement of operations were as follows: Consolidated Statement Three Months Ended Six Months Ended of Operations July 31, 2022 August 1, 2021 July 31, 2022 August 1, 2021 (in thousands) Finance lease expenses Amortization of right-of-use ‎ assets Selling, general and ‎ administrative expenses $ 840 $ 840 $ 1,680 $ 1,678 Interest on lease liabilities Interest expense 459 486 925 981 Total finance lease expense $ 1,299 $ 1,326 $ 2,605 $ 2,659 Operating lease expense Selling, general and ‎ administrative expenses $ 4,717 $ 3,849 $ 9,106 $ 7,800 Amortization of build-to-suit ‎ leases capital contribution Selling, general and ‎ administrative expenses 321 321 642 649 Variable lease expense Selling, general and ‎ administrative expenses 2,473 2,167 4,445 4,226 Total lease expense $ 8,810 $ 7,663 $ 16,798 $ 15,334 ‎ 12 Table of Contents DULUTH HOLDINGS INC. Notes to Condensed Consolidated Financial Statements (Unaudited) Other information related to leases were as follows: Six Months Ended July 31, 2022 August 1, 2021 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows from finance leases $ 1,336 $ 1,237 Operating cash flows from finance leases $ 925 $ 981 Operating cash flows from operating leases $ 9,166 $ 7,842 Weighted-average remaining lease term (in years): Finance leases 12 12 Operating leases 8 9 Weighted-average discount rate: Finance leases 4.4 % 4.4 % Operating leases 4.1 % 4.3 % Future minimum lease payments under the non-cancellable leases are as follows as of July 31, 2022: Fiscal year Finance Operating (in thousands) 2022 (remainder of fiscal year) $ 2,263 $ 8,872 2023 4,551 17,919 2024 4,736 17,304 2025 5,098 16,554 2026 3,993 15,612 Thereafter 33,225 59,227 Total future minimum lease payments $ 53,866 $ 135,488 Less – Discount ( 12,233 ) ( 21,058 ) Lease liability $ 41,633 $ 114,430 3. DEBT AND CREDIT AGREEMENT Debt consists of the following: July 31, 2022 January 30, 2022 (in thousands) TRI Senior Secured Note $ 23,500 $ 23,801 TRI Note 3,500 3,500 $ 27,000 $ 27,301 Less: current maturities 729 693 TRI long-term debt $ 26,271 $ 26,608 TRI Holdings, LLC TRI entered into a senior secured note (“TRI Senior Secured Note”) with an original balance of $ 26.7 million. The TRI Senior Secured Note is scheduled to mature on October 15, 2038 and requires installment payments with an interest rate of 4.95 %. See Note 6 “Variable Interest Entities” for further information. 13 Table of Contents DULUTH HOLDINGS INC. Notes to Condensed Consolidated Financial Statements (Unaudited) TRI entered into a promissory note (“TRI Note”) with an original balance of $ 3.5 million. The TRI Note is scheduled to mature in November 2038 and requires annual interest payments at a rate of 3.05 %, with a final balloon payment due in November 2038 . While the above notes are consolidated in accordance with ASC Topic 810, Consolidation , the Company is not the guarantor nor obligor of these notes. Credit Agreement On May 17, 2018, the Company entered into a credit agreement (the “Credit Agreement”) which provided for borrowing availability of up to $ 80.0 million in revolving credit and associated swing line (the “Revolver”) and borrowing availability of up to $ 50.0 million in a delayed draw term loan (“DDTL”), for a total credit facility of $ 130.0 million. On April 30, 2020, the Credit Agreement was amended to include an incremental DDTL of $ 20.5 million (the “Incremental DDTL”) that was available to draw upon before March 31, 2021, and matured on April 29, 2021 , for a total credit facility of $ 150.5 million. The loan covenants were also amended to allow for greater flexibility during the Company’s peak borrowing periods in fiscal 2020. The interest rate applicable to the Revolver or DDTL was 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. The interest rate applicable to the Incremental DDTL was also 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. On May 14, 2021, the Company terminated the Credit Agreement, and entered into a new credit agreement (the “New Credit Agreement”), which was treated as a modification for accounting purposes. The New Credit Agreement originally matured on May 14, 2026 and provided for borrowings of up to $ 150.0 million that were available under a revolving senior credit facility, with a $ 5.0 million sublimit for issuance of standby letters of credit, as well as a $ 10.0 million sublimit for swing line loans. At the Company’s option, the interest rate applicable to the revolving senior credit facility was a floating rate equal to: (i) the Bloomberg Short-Term Bank Yield Index rate (“BSBY”) plus the applicable rate of 1.25 % to 2.00 % determined based on the Company’s rent adjusted leverage ratio, or (ii) the base rate plus the applicable rate of 0.25 % to 1.00 % based on the Company’s rent adjusted leverage ratio. The New Credit Agreement was secured by essentially all Company assets and requires the Company to maintain compliance with certain financial and non-financial covenants, including a maximum rent adjusted leverage ratio and a minimum fixed charge coverage ratio as defined in the New Credit Agreement. On July 8, 2022, the Company entered into the First Amendment to the New Credit Agreement (the “First Amendment”), which was treated as a modification for accounting purposes. The First Amendment amends the New Credit Agreement in order to (i) increase the revolving commitment from $ 150 million to $ 200 million; (ii) extend the maturity date from May 14, 2026 to July 8, 2027; (iii) amend the pricing index to replace BSBY with the Term Secured Overnight Financing Rate; and (iv) to reduce the commitment fee in some instances. As of July 31, 2022 and for the six months then ended, the Company was in compliance with all financial and non-financial covenants contained within the New Credit Agreement and the First Amendment. 4. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following: July 31, 2022 January 30, 2022 (in thousands) Salaries and benefits $ 3,928 $ 11,773 Deferred revenue 8,110 10,791 Freight 3,281 8,942 Product returns 4,160 5,439 Unpaid purchases of property & equipment 1,225 794 Accrued advertising 4,604 600 Other 3,653 9,165 Total accrued expenses and other current liabilities $ 28,961 $ 47,504 14 Table of Contents DULUTH HOLDINGS INC. Notes to Condensed Consolidated Financial Statements (Unaudited) 5. FAIR VALUE ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date (i.e., an exit price). The exit price is based on the amount that the holder of the asset or liability would receive or need to pay in an actual transaction (or in a hypothetical transaction if an actual transaction does not exist) at the measurement date. ASC 820 describes a fair value hierarchy based on three levels of inputs that may be used to measure fair value, of which the first two are considered observable and the last unobservable, as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The fair value of the Company’s available-for-sale security was valued based on a discounted cash flow method (Level 3), which incorporates the U.S. Treasury yield curve, credit information and an estimate of future cash flows. During the six months ended July 31, 2022, 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 judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. 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: July 31, 2022 Cost or Gross Gross Amortized Unrealized Unrealized Estimated Cost Gains Losses Fair Value (in thousands) Level 3 security: Corporate trust $ 5,821 $ 2 $ — $ 5,823 January 30, 2022 Cost or Gross Gross Amortized Unrealized Unrealized Estimated Cost Gains Losses Fair Value (in thousands) Level 3 security: Corporate trust $ 5,900 $ 654 $ — $ 6,554 The Company does not intend to sell the available-for-sale-security in the near term and does not believe that it will be required to sell the security. The Company reviews its securities on a quarterly basis to monitor its exposure to other-than-temporary impairment. No other-than-temporary impairment was recorded in the unaudited condensed consolidated statements of operations for the six months ended July 31, 2022 or August 1, 2021. The following table presents future principal receipts related to the Company’s available-for-sale security by contractual maturity as of July 31, 2022. Amortized Estimated Cost Fair Value (in thousands) Within one year $ 172 $ 172 15 Table of Contents DULUTH HOLDINGS INC. Notes to Condensed Consolidated Financial Statements (Unaudited) After one year through five years 1,155 1,156 After five years through ten years 1,765 1,766 After ten years 2,729 2,729 Total $ 5,821 $ 5,823 The carrying values and fair values of other financial instruments in the Consolidated Balance Sheets are as follows: July 31, 2022 January 30, 2022 Carrying Amount Fair Value Carrying Amount Fair Value (in thousands) TRI Long-term debt, including short-term portion $ 27,000 $ 24,701 $ 27,301 $ 27,804 The above long-term debt, including short-term portion is attributable to the consolidation of TRI in accordance with ASC Topic 810, Consolidation . 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. 6. VARIABLE INTEREST ENTITY Based upon the criteria set forth in ASC 810, Consolidation , the Company consolidates variable interest entities (“VIEs”) in which it has a controlling financial interest and is therefore deemed the primary beneficiary. A controlling financial interest will have both of the following characteristics: (a) the power to direct the VIE activities that most significantly impact economic performance; and (b) the obligation to absorb the VIE losses and the right to receive benefits that are significant to the VIE. The Company has determined that it was the primary beneficiary of one variable interest entity (“VIE”) as of July 31, 2022 and January 30, 2022. The Company leases the Company’s headquarters in Mt. Horeb, Wisconsin from TRI. In conjunction with the lease, the Company invested $ 6.3 million in a trust that loaned funds to TRI for the construction of the Company’s headquarters. TRI is a Wisconsin limited liability company whose primary purpose and activity is to own this real property. The Company considers itself the primary beneficiary for TRI as the Company has both the power to direct the activities that most significantly impact the entity’s economic performance and is expected to receive benefits that are significant to TRI. As the Company is the primary beneficiary, it consolidates TRI and the lease is eliminated in consolidation. The Company does not consolidate the trust as the Company is not the primary beneficiary. The condensed consolidated balance sheets include the following amounts as a result of the consolidation of TRI as of July 31, 2022 and January 30, 2022: July 31, 2022 January 30, 2022 (in thousands) Cash $ 30 $ 21 Property and equipment, net 23,870 24,180 Total assets $ 23,900 $ 24,201 Other current liabilities $ 108 $ 52 Current maturities of long-term debt 729 693 TRI Long-term debt 26,271 26,608 Noncontrolling interest in VIE ( 3,208 ) ( 3,152 ) Total liabilities and shareholders' equity $ 23,900 $ 24,201 16 Table of Contents DULUTH HOLDINGS INC. Notes to Condensed Consolidated Financial Statements (Unaudited) 7. EARNINGS PER SHARE Earnings per share is computed under the provisions of ASC 260 , Earnings Per Share . Basic earnings per share is based on the weighted average number of common shares outstanding for the period. Diluted earnings per share is based on the weighted average number of common shares plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding restricted stock and are considered only for dilutive earnings per share unless considered anti-dilutive. The reconciliation of the numerator and denominator of the basic and diluted earnings per share calculation is as follows: Three Months Ended Six Months Ended July 31, 2022 August 1, 2021 July 31, 2022 August 1, 2021 (in thousands, except per share data) Numerator - net income attributable to ‎ controlling interest $ 2,368 $ 8,992 $ 1,074 $ 9,536 Denominator - weighted average shares ‎ (Class A and Class B) Basic 32,766 32,624 32,732 32,582 Dilutive shares — 189 178 204 Diluted 32,766 32,813 32,910 32,786 Earnings per share (Class A and Class B) Basic $ 0.07 $ 0.28 $ 0.03 $ 0.29 Diluted $ 0.07 $ 0.27 $ 0.03 $ 0.29 The computation of diluted earnings per share excluded ( 0.1 ) million shares of unvested restricted stock for the three months ended July 31, 2022, because the inclusion of dilutive potential common shares outstanding would be anti-dilutive. 8. 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. Total stock compensation expense associated with restricted stock recognized by the Company was $ 0.7 million and $ 1.3 million for the three and six months ended July 31, 2022, respectively. The Company’s total stock compensation expense is included in selling, general and administrative expenses on the Condensed Consolidated Statements of Operations. A summary of the activity in the Company’s unvested restricted stock during the six months ended July 31, 2022 is as follows: Weighted average fair value Shares per share Outstanding at January 30, 2022 405,334 $ 13.54 Granted 321,771 12.62 Vested ( 124,352 ) 13.34 Forfeited ( 44,435 ) 12.24 Outstanding at July 31, 2022 558,318 $ 13.21 At July 31, 2022, the Company had unrecognized compensation expense of $ 5.9 million related to the restricted stock awards, which is expected to be recognized over a weighted average period of 2.8 years. 17 Table of Contents DULUTH HOLDINGS INC. Notes to Condensed Consolidated Financial Statements (Unaudited) 9. PROPERTY AND EQUIPMENT Property and equipment consist of the following: July 31, 2022 January 30, 2022 (in thousands) Land and land improvements $ 4,486 $ 4,486 Leasehold improvements 48,795 48,093 Buildings 35,359 35,359 Vehicles 161 161 Warehouse equipment 17,661 17,735 Office equipment and furniture 53,811 53,607 Computer equipment 8,664 8,325 Software 36,203 34,207 205,140 201,973 Accumulated depreciation and amortization ( 108,080 ) ( 97,473 ) 97,060 104,500 Construction in progress 17,556 5,578 Property and equipment, net $ 114,616 $ 110,078 10. REVENUE The Company’s revenue primarily consists of the sale of apparel, footwear and hard goods. Revenue for merchandise that is shipped to our customers from our distribution centers and stores is recognized upon shipment. Store revenue is recognized at the point of sale, net of returns, and excludes taxes. Shipping and processing revenue generated from customer orders are included as a component of net sales and shipping and processing expense, including handling expense, is included as a component of selling, general and administrative expenses. Sales tax collected from customers and remitted to taxing authorities is excluded from revenue and is included in accrued expenses. Sales disaggregated based upon sales channel is presented below. Three Months Ended Six Months Ended July 31, 2022 August 1, 2021 July 31, 2022 August 1, 2021 (in thousands) Direct-to-consumer $ 85,321 $ 85,264 $ 163,001 $ 173,630 Stores 56,190 63,863 101,414 108,916 $ 141,511 $ 149,127 $ 264,415 $ 282,546 Contract Assets and Liabilities The Company’s contract assets primarily consist of the right of return for amounts of inventory to be returned that is expected to be resold and is recorded in Prepaid expenses and other current assets on the Company’s consolidated balance sheets. The Company’s contract liabilities primarily consist of gift card liabilities and are recorded in Accrued expenses and other current liabilities under deferred revenue (see Note 4 “Accrued Expenses and Other Current Liabilities”) on the Company’s consolidated balance sheets. Upon issuance of a gift card, a liability is established for its cash value. The gift card liability is relieved and revenues on gift cards are recorded at the time of redemption by the customer. Contract assets and liabilities on the Company’s consolidated balance sheets are presented in the following table: July 31, 2022 January 30, 2022 (in thousands) Contract assets $ 1,824 $ 2,235 Contract liabilities $ 8,110 $ 10,791 18 Table of Contents DULUTH HOLDINGS INC. Notes to Condensed Consolidated Financial Statements (Unaudited) Revenue from gift cards is recognized when the gift card is redeemed by the customer for merchandise or as a gift card breakage, an estimate of gift cards which will not be redeemed. The Company does not record breakage revenue when escheat liability to the relevant jurisdictions exists. Gift card breakage is recorded within Net sales on the Company’s consolidated statement of operations. The following table provides the reconciliation of the contract liability related to gift cards for the six months ended: July 31, 2022 August 1, 2021 (in thousands) Balance as of beginning of period $ 10,791 $ 9,788 Gift cards sold 4,034 4,171 Gift cards redeemed ( 6,468 ) ( 5,919 ) Gift card breakage ( 247 ) ( 283 ) Balance as of end of period $ 8,110 $ 7,757 11. INCOME TAXES The provision for income taxes for the interim period is based on an estimate of the annual effective tax rate adjusted to reflect the impact of discrete items. Management judgment is required in projecting ordinary income to estimate the Company’s annual effective tax rate. The effective tax rate related to controlling interest was 21 % for the six months ended July 31, 2022 and 25 % for the six months ended August 1, 2021. 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. 12. RECENT ACCOUNTING PRONOUNCEMENTS In June 2016, the FASB issued Accounting Standards Update No. 2016-13 “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” (“ASU 2016-13”), which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, which include trade and other receivables, loans and held-to-maturity debt securities, to record an allowance for credit risk based on expected losses rather than incurred losses, otherwise known as “CECL”. In addition, this guidance changes the recognition for credit losses on available-for-sale debt securities, which can occur as a result of market and credit risk and requires additional disclosures. On November 15, 2019, the FASB issued ASU No. 2019-10 “Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815, and Leases (Topic 842),” (ASU 2019-10”), which provides a framework to stagger effective dates for future major accounting standards and amends the effective dates for certain major new accounting standards to give implementation relief to certain types of entities. ASU 2019-10 amends the effective dates for ASU 2016-13 for smaller reporting companies with fiscal years beginning after December 15, 2022, and interim periods within those years. The Company expects to adopt ASU 2016-13 on January 30, 2023, the first day of the Company’s first quarter for the fiscal year ending January 28, 2024, the Company’s fiscal year 2023. The Company is evaluating the impact adopting ASU 2016-13 will have on the Company’s consolidated financial statements. 19 Table of Contents