What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-03-22 compared with 2023-03-17 · 114 added, 81 removed, 692 unchanged (22% of the section changed)

14 unchanged sentences

We have audited the accompanying consolidated balance sheets of Duluth Holdings Inc.

(the Company) as of January 29, 2023 and January 30, 2022, the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for the years then ended, and related notes and financial statement schedule II - Valuation and Qualifying Accounts (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of January 29, 2023 and January 30,2022, and the results of its operations and its cash flows for the years then ended, in conformity with U.S.

(the Company) as of January 28, 2024 and January 29, 2023, the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for the years then ended, and the related notes and financial statement schedule II - Valuation and Qualifying Accounts (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of January 28, 2024 and January 29, 2023, and the results of its operations and its cash flows for each of the years then ended, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of January 29, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 17, 2023 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of January 28, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 22, 2024 expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

9 unchanged sentences

We evaluated the design and tested the operating effectiveness of certain internal controls related to the product return reserve.

This included controls related to determining the historical return rate used to estimate product returns.

We assessed the Company’s ability to

accurately estimate the product return rate by comparing prior period estimates to actual product return rates experienced.

This included controls

related to determining the historical return rate used to estimate product returns.

We assessed the Company’s ability to accurately estimate the product return rate by comparing prior period estimates to actual product return rates experienced.

We analyzed the product return rate assumption by evaluating the consistency of the assumption with the trend of actual historical product return rates and by comparing the product return reserve to actual product returns received after the balance sheet date.

7 unchanged sentences

We have audited Duluth Holdings, Inc.’s (the Company) internal control over financial reporting as of January 28, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 29, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, because of the effect of the material weakness, described below, on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of January 28, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 28, 2024 and January 29, 2023, the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for the years then ended, and the related notes and financial statement schedule II – Valuation and Qualifying Accounts (collectively, the consolidated financial statements), and our report dated March 22, 2024 expressed an unqualified opinion on those consolidated financial statements.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

A material weakness related to the mapping of general ledger accounts to the consolidated financial statements has been identified and included in management’s assessment.

The material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the January 28, 2024 consolidated financial statements, and this report does not affect our report on those consolidated financial statements.

Basis for Opinion

24 unchanged sentences

Cash and cash equivalents

Income taxes receivable

Inventory, net

Prepaid expenses & other current assets

Prepaid catalog costs

Total current assets

4 unchanged sentences

Other assets, net

LIABILITIES AND SHAREHOLDERS'

Deferred tax asset

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

11 unchanged sentences

Total liabilities

Commitments and contingencies

Shareholders'

Shareholders' equity:

Preferred stock, no par value;

15 unchanged sentences

Accumulated other comprehensive income

Total shareholders'

equity of Duluth Holdings Inc.

Total shareholders' equity of Duluth Holdings Inc.

Noncontrolling interest

Total shareholders'

Total liabilities and shareholders'

Total shareholders' equity

Total liabilities and shareholders' equity

The accompanying notes are an integral part of these consolidated financial statements.

7 unchanged sentences

Selling, general and administrative expenses

Operating income

Operating (loss) income

Interest expense

Other income, net

Income before income taxes

Income tax expense

Net loss attributable to noncontrolling interest

Net income attributable to controlling interest

(Loss) income before income taxes

Income tax (benefit) expense

Net (loss) income

Net income (loss) attributable to noncontrolling interest

Net (loss) income attributable to controlling interest

Basic earnings per share (Class A and Class B):

1 unchanged sentence

‎ common stock outstanding

Net income per share attributable

Net (loss) income per share attributable

‎ to controlling interest

2 unchanged sentences

‎ equivalents outstanding

Net income per share attributable

Net (loss) income per share attributable

‎ to controlling interest

6 unchanged sentences

January 29, 2023

Other comprehensive income

Securities available-for-sale:

Unrealized security (loss) income

Income tax (benefit) expense

Net (loss) income

Other comprehensive (loss) income

Comprehensive income

Comprehensive loss attributable

Securities available-for-sale:

Unrealized security loss

Income tax benefit

Other comprehensive loss

Comprehensive (loss) income

Comprehensive income (loss) attributable

‎ to noncontrolling interest

Comprehensive income attributable

Comprehensive (loss) income attributable

‎ to controlling interest

7 unchanged sentences

variable interest

shareholders'

Balance at January 30, 2022

3 unchanged sentences

Restricted stock surrendered

Other comprehensive income

Other comprehensive loss

Net income (loss)

Balance at January 29, 2023

3 unchanged sentences

Restricted stock surrendered

Changes in the TRI Holdings, LLC Consolidation

Other comprehensive loss

Net (loss) income

Balance at January 28, 2024

7 unchanged sentences

Cash flows from operating activities:

Net (loss) income

Adjustments to reconcile net income to net cash provided

5 unchanged sentences

Changes in operating assets and liabilities:

Income taxes receivable

Prepaid expense & other assets

5 unchanged sentences

Noncash lease impacts

Net cash (used in) provided by operating activities

Net cash provided by (used in) operating activities

Cash flows from investing activities:

2 unchanged sentences

Proceeds from disposal of PP&E

Changes in the TRI Holdings, LLC Consolidation

Net cash used in investing activities

8 unchanged sentences

Net cash used in financing activities

(Decrease) Increase in cash and cash equivalents

Decrease in cash and cash equivalents

Cash and cash equivalents at beginning of period

31 unchanged sentences

Fiscal 2023 and Fiscal 2022 ended on January 28, 2024 and January 29, 2023, respectively.

Fiscal 2022 and Fiscal 2021 were a 52-week period.

Fiscal 2023 and Fiscal 2022 were each a 52-week period.

Seasonality of Business

1 unchanged sentence

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.

Revision of Prior Period Financial Information

The Company has revised its Consolidated Balance Sheet as of January 29, 2023 and related notes included herein to correct immaterial classification errors in Property and equipment, Prepaid expenses and Finance lease right-of-use assets, net.

Revisions have been reflected in the Consolidated Balance Sheet as of January 29, 2023 to increase Property and equipment by $ 8.2 million and decrease Prepaid expenses and Finance lease right-of-use assets, net by $ 4.2 million and $ 4.0 million, respectively.

The Company also revised the fiscal 2022 Consolidated Statement of Cash Flows to decrease cash flows used in operating activities by $ 4.2 million and increase cash flows used in investing activities by $ 4.2 million.

There were no changes to previously reported net income, total assets, or shareholders’ equity.

DULUTH HOLDINGS INC.

26 unchanged sentences

Inventory shrinkage and inventory adjustments due to obsolescence

Occupancy expenses related to stores and operations at the Company's headquarters, including utilities

Inbound freight

Depreciation and amortization

Freight from the Company's fulfillment centers to its stores

Advertising expenses including:

television, digital and social media advertising;

digital, television, and social media advertising;

catalog production and mailing;

3 unchanged sentences

Advertising and Catalog Expenses

The Company’s non-direct response advertising primarily consists of web marketing programs, social media and radio and television advertisements, which are expensed as they are incurred.

The Company’s advertising and catalog expense primarily consists of web marketing programs, social media and radio and television advertisements, which are expensed as they are incurred.

The Company’s direct-response advertising consists of producing, printing and mailing catalogs, which are expensed upon receipt by customers.

27 unchanged sentences

The Company records an inventory reserve for the anticipated loss associated with selling inventories below cost.

Inventory reserve for excess, obsolete items and shrinkage was $ 1.8 million and $ 2.4 million as of January 29, 2023 and January 30, 2022, respectively with the majority of the decrease coming from the retail inventory shrinkage reserve.

Inventory reserve for excess, obsolete items and shrinkage was $ 1.4 million and $ 1.8 million as of January 28, 2024 and January 29, 2023, respectively.

DULUTH HOLDINGS INC.

50 unchanged sentences

Indicators such as unexpected adverse business conditions, economic factors, competitive activities, loss of key personnel and acts by governments may signal that an asset has become impaired.

Management performed its annual qualitative assessment of goodwill as of December 31, 2022 and 2021 and determined that it was more likely than not that the fair value of the Company was greater than its carrying amount;

Management performed its annual qualitative assessment of goodwill as of December 31, 2023 and 2022, which included assessed factors such as macroeconomic conditions, industry and market considerations, cost factors and overall financial performance and determined that it was more likely than not that the fair value of the Company was greater than its carrying amount;

as such, no further evaluation of goodwill was deemed necessary.

2 unchanged sentences

Intangible assets and other assets include loan origination fees and trade names which are amortized over their estimated useful lives ranging from three years to fifteen years .

Other assets also include security deposits required by certain of the Company’s lease agreements and prepaid expenses.

Other assets also primarily include security deposits required by certain of the Company’s lease agreements and prepaid expenses.

Amortization expense was $ 0.2 million for fiscal 2023 and fiscal 2022.

34 unchanged sentences

Other comprehensive income or loss represents the change in equity from non-shareholder or non-member transactions, which is not included in the statements of earnings but is reported as a separate component of shareholders’ equity.

For fiscal 2022 and fiscal 2021, other comprehensive income consists of changes in unrealized gains and losses on the Company’s available-for-sale securities, net of taxes.

For fiscal 2023 and fiscal 2022, other comprehensive income consists of changes in unrealized gains and losses on the Company’s available-for-sale security, net of taxes.

Fair Value Measurements

26 unchanged sentences

Level 1 security:

Money market funds

Level 3 security:

Corporate trust

11 unchanged sentences

January 29, 2023

DULUTH HOLDINGS INC.

Notes to Consolidated Financial Statements

(in thousands)

2 unchanged sentences

TRI Long-term debt, including short-term portion

DULUTH HOLDINGS INC.

Notes to Consolidated Financial Statements

The above long-term debt, including the short-term portion is attributable to the consolidation of TRI in accordance with ASC Topic 810, Consolidation .

13 unchanged sentences

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 Company accounts for these costs as variable lease expenses 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:

3 unchanged sentences

(in thousands)

Finance lease

Finance lease expense

Amortization of right-of-use

53 unchanged sentences

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.

On May 14, 2021, the Company terminated its prior credit agreement, and entered into a credit agreement (the “Credit Agreement”), which was treated as a modification for accounting purposes.

The 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 is 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 $ 150.0 million to $ 200.0 million;

The Credit Agreement is 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 Credit Agreement.

On July 8, 2022, the Company entered into the First Amendment to the Credit Agreement (the “First Amendment”), which was treated as a modification for accounting purposes.

The First Amendment amends the Credit Agreement in order to (i) increase the revolving commitment from $ 150.0 million to $ 200.0 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 January 29, 2023, and for the fiscal year then ended, the Company was in compliance with all financial and non-financial covenants in the New Credit Agreement.

DULUTH HOLDINGS INC.

Notes to Consolidated Financial Statements

and (iv) reduce the commitment fee in some instances.

As of January 28, 2024, and for the fiscal year then ended, the Company was in compliance with all financial and non-financial covenants in the Credit Agreement.

Future principal maturities of all TRI debt, excluding unamortized financing fees of $ 1.1 million associated with the TRI debt are as follows as of January 28, 2024:

(in thousands)

DULUTH HOLDINGS INC.

Notes to Consolidated Financial Statements

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

33 unchanged sentences

Noncontrolling interest in VIE

Total liabilities and shareholders'

Total liabilities and shareholders' equity

While the Balance Sheet is consolidated in accordance with ASC Topic 810, Consolidation , the Company is not the guarantor nor the obligor of the TRI debt.

EARNINGS PER SHARE

8 unchanged sentences

(in thousands, except per share data)

Numerator - net income attributable to controlling interest

Numerator - net (loss) income attributable to controlling interest

Denominator - weighted average shares (Class A and Class B)

1 unchanged sentence

Earnings per share (Class A and Class B)

The computation of diluted loss per share excluded 0.4 million shares of unvested restricted stock for the fiscal year ended January 28, 2024, respectively, because their inclusion would be anti-dilutive due to a net loss.

The Company’s revenue primarily consists of the sale of apparel, footwear and hard goods.

14 unchanged sentences

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:

24 unchanged sentences

Realization of the deferred tax asset over time is dependent upon the Company generating sufficient taxable earnings in future periods.

In making the determination that the realization of the deferred tax was more likely than not, the Company considered several factors including its recent earnings history, its expected earnings in the future, and appropriate tax planning strategies.

The Company believes it will be able to fully utilize its established deferred tax assets and therefore no valuation allowance has been established as of January 29, 2023 and January 30, 2022 .

DULUTH HOLDINGS INC.

Notes to Consolidated Financial Statements

The Company believes it will be able to fully utilize its established deferred tax assets and therefore no valuation allowance has been established as of January 28, 2024 and January 29, 2023 .

The reconciliation of income tax expense to the amount computed at the federal statutory rate was as follows:

5 unchanged sentences

State and local income taxes, net of federal benefit

Stock compensation price difference

Research and development tax credits

Nondeductible compensation

Adjustments to uncertain tax positions

Total income tax expense

9 unchanged sentences

Unrealized loss on investment

Federal and state credit

Lease liability

1 unchanged sentence

Advance payments

Business Interest limitation

Unrecognized tax benefits

1 unchanged sentence

Research and development

Federal and state NOL

Total deferred tax assets

1 unchanged sentence

Property and equipment

Unrealized gain on investment

Prepaid expenses

1 unchanged sentence

Goodwill and intangibles

Inventory reserve

Total deferred tax liabilities

Net deferred tax liabilities

Net deferred tax assets (liabilities)

As of January 28, 2024, we had state net operating losses (“NOL”) of approximately $ 7.6 million, with deferred tax assets of $ 0.3 million related to these state NOLs.

These state net operating loss carryforwards expire at various intervals from 2029 through 2044.

The federal NOL is approximately $ 23.0 million, with deferred tax asset of $ 4.8 million related to the federal NOL.

Uncertain Tax Positions

3 unchanged sentences

(in thousands)

DULUTH HOLDINGS INC.

Notes to Consolidated Financial Statements

Balance beginning of year

4 unchanged sentences

If recognized, $ 0.1 million of the Company’s unrecognized tax benefits as of January 28, 2024, would affect the Company’s effective tax rate.

The Company does not anticipate that there will be a material change in the balance of the

DULUTH HOLDINGS INC.

Notes to Consolidated Financial Statements

unrecognized tax benefits in the next 12 months.

The Company does not anticipate that there will be a material change in the balance of the unrecognized tax benefits in the next 12 months.

Any interest and penalties related to uncertain tax positions are recorded in income tax expense.

1 unchanged sentence

The Company files income tax returns in the United States federal jurisdiction and in various state jurisdictions.

Federal tax returns for tax year 2019 , and state tax returns for tax year 2018 , are open for examination.

Federal tax returns for tax years 2020 through 2022 , and state tax returns for tax years 2019 through 2022 , are open for examination.

RETIREMENT PLAN

18 unchanged sentences

In fiscal 2023 and 2022, $ 10.1 million and $ 9.2 million of capitalized costs associated with implementation activities, net of amortization are classified within Prepaid expenses & other current assets on the Company’s Consolidated Balance Sheets, respectively, and $ 5.0 million and $ 3.6 million of related amortization costs are included in Selling, general and administrative expenses on the Company’s Consolidated Statement of Operations, respectively.

Recently Issued Accounting Pronouncements Not Yet Adopted

Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments

DULUTH HOLDINGS INC.

Notes to Consolidated Financial Statements

Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments

In June 2016, the FASB issued Accounting Standards Update No.

3 unchanged sentences

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 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.

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 adopted 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 not expect this standard to have a material impact on the Company’s consolidated financial statements.

ASU 2016-13 did not have a material impact on the Company’s consolidated financial statements.

Recently Accounting Pronouncements Not Yet Adopted

Segment Reporting – Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU No.

2023-07, “ Segment Reporting:

Improvements to Reportable Segment Disclosures.” This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements.

The new guidance is effective for public companies with annual periods beginning after December 15, 2023, and interim periods within annual period beginning after December 15, 2024, with early adoption permitted.

Management is currently evaluating the effects adoption of this guidance will have on its consolidated financial statements.

Income Taxes – Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU No.

2023-09, “ Income Taxes:

Improvements to Income Tax Disclosures .” This ASU improves the transparency of income tax disclosures by requiring (i) consistent categories and greater disaggregation of information in the rate reconciliation and (ii) income taxes paid disaggregated by jurisdiction.

This new guidance will be effective for annual periods beginning after December 15, 2024, and early adoption is permitted.

Management is currently evaluating the effects adoption of this guidance will have on its consolidated financial statements.

DULUTH HOLDINGS INC.

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.

What changed 10-K

Item 8. Financial Statements and Supplementary Data