DULUTH HOLDINGS INC. 10-Q

Item 1. Financial Statements DULUTH HOLDINGS INC. Condensed Consolidated Balance Sheets - Assets (Unaudited) (Amounts in thousands) October 27, 2024 January 28, 2024 ASSETS Current Assets: Cash and cash equivalents $ 9,335 $ 32,157 Receivables 4,396 5,955 Income tax receivable 138 617 Inventory, less reserves of $ 1,558 and $ 1,361 , respectively 231,430 125,757 Prepaid expenses & other current assets 18,991 16,488 Total current assets 264,290 180,974 Property and equipment, net 116,941 132,718 Operating lease right-of-use assets 101,784 121,430 Finance lease right-of-use assets, net 33,802 40,315 Available-for-sale security 4,840 4,986 Other assets, net 11,442 9,020 Deferred tax assets — 1,010 Total assets $ 533,099 $ 490,453 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) October 27, 2024 January 28, 2024 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Trade accounts payable $ 104,546 $ 51,122 Accrued expenses and other current liabilities 36,252 30,930 Current portion of operating lease liabilities 15,439 16,401 Current portion of finance lease liabilities 2,502 3,149 Duluth line of credit 44,000 — Current maturities of TRI long-term debt 909 847 Total current liabilities 203,648 102,449 Operating lease liabilities, less current maturities 88,441 106,413 Finance lease liabilities, less current maturities 31,272 34,276 TRI long-term debt, less current maturities 24,510 25,141 Deferred tax liabilities 123 — Total liabilities 347,994 268,279 Shareholders' equity: Preferred stock, no par value; 10,000 shares authorized; no shares ‎ issued or outstanding as of October 27, 2024 and January 28, 2024 — — Common stock (Class A), no par value; 10,000 shares authorized; 3,364 shares issued and outstanding as of October 27, 2024 and January 28, 2024 — — Common stock (Class B), no par value; 200,000 shares authorized; 32,072 shares issued and 31,807 shares outstanding as of October 27, 2024 and 31,178 shares issued and 31,023 shares outstanding as of January 28, 2024 — — Treasury stock, at cost; 265 and 155 shares as of October 27, 2024 and ‎ January 28, 2024, respectively ( 2,331 ) ( 1,738 ) Capital stock 107,224 103,579 Retained earnings 83,660 123,816 Accumulated other comprehensive loss ( 426 ) ( 427 ) Total shareholders' equity of Duluth Holdings Inc. 188,127 225,230 Noncontrolling interest ( 3,022 ) ( 3,056 ) Total shareholders' equity 185,105 222,174 Total liabilities and shareholders' equity $ 533,099 $ 490,453 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 Nine Months Ended October 27, 2024 October 29, 2023 October 27, 2024 October 29, 2023 Net sales $ 127,056 $ 138,210 $ 385,359 $ 401,068 Cost of goods sold (excluding depreciation and amortization) 60,645 68,806 183,328 194,530 Gross profit 66,411 69,404 202,031 206,538 Selling, general and administrative expenses 82,850 81,832 229,731 224,958 Restructuring expense 6,152 — 7,748 — Operating loss ( 22,591 ) ( 12,428 ) ( 35,448 ) ( 18,420 ) Interest expense 1,251 1,219 3,232 3,033 Other income, net 6 47 167 304 Loss before income taxes ( 23,836 ) ( 13,600 ) ( 38,513 ) ( 21,149 ) Income tax expense (benefit) 4,688 ( 3,126 ) 1,609 ( 4,786 ) Net loss ( 28,524 ) ( 10,474 ) ( 40,122 ) ( 16,363 ) Less: Net income (loss) attributable to noncontrolling interest 15 ( 8 ) 34 ( 24 ) Net loss attributable to controlling interest $ ( 28,539 ) $ ( 10,466 ) $ ( 40,156 ) $ ( 16,339 ) Basic earnings per share (Class A and Class B): Weighted average shares of common stock outstanding 33,448 32,987 33,314 32,937 Net loss per share attributable to controlling interest $ ( 0.85 ) $ ( 0.32 ) $ ( 1.21 ) $ ( 0.50 ) Diluted earnings per share (Class A and Class B): Weighted average shares and equivalents outstanding 33,448 32,987 33,314 32,937 Net loss per share attributable to controlling interest $ ( 0.85 ) $ ( 0.32 ) $ ( 1.21 ) $ ( 0.50 ) The accompanying notes are an integral part of these condensed consolidated financial statements. ‎ 5 DULUTH HOLDINGS INC. Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited) (Amounts in thousands) Three Months Ended Nine Months Ended October 27, 2024 October 29, 2023 October 27, 2024 October 29, 2023 Net loss $ ( 28,524 ) $ ( 10,474 ) $ ( 40,122 ) $ ( 16,363 ) Other comprehensive loss Securities available-for sale: Unrealized security gain (loss) arising during the period 13 ( 342 ) 1 ( 539 ) Income tax expense (benefit) 3 ( 84 ) — ( 134 ) Other comprehensive income (loss) 10 ( 258 ) 1 ( 405 ) Comprehensive loss ( 28,514 ) ( 10,732 ) ( 40,121 ) ( 16,768 ) Comprehensive income (loss) attributable to noncontrolling interest 15 ( 8 ) 34 ( 24 ) Comprehensive loss attributable ‎ to controlling interest $ ( 28,529 ) $ ( 10,724 ) $ ( 40,155 ) $ ( 16,744 ) 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) Nine Months Ended October 27, 2024 Accumulated Noncontrolling Capital stock other interest in Total Treasury Retained comprehensive variable interest shareholders' Shares Amount stock earnings (loss) income entity equity Balance at January 28, 2024 34,387 $ 103,579 $ ( 1,738 ) $ 123,816 $ ( 427 ) $ ( 3,056 ) $ 222,174 Issuance of common stock 782 110 — — — — 110 Stock-based compensation — 1,372 — — — — 1,372 Restricted stock forfeitures ( 15 ) — — — — — — Restricted stock surrendered for taxes ( 80 ) — ( 383 ) — — — ( 383 ) Other comprehensive loss — — — — ( 105 ) — ( 105 ) Net (loss) income — — — ( 7,873 ) — 8 ( 7,865 ) Balance at April 28, 2024 35,074 $ 105,061 $ ( 2,121 ) $ 115,943 $ ( 532 ) $ ( 3,048 ) $ 215,303 Issuance of common stock 202 97 — — — — 97 Stock-based compensation — 1,011 — — — — 1,011 Restricted stock forfeitures ( 168 ) — — — — — — Restricted stock surrendered for taxes ( 29 ) — ( 122 ) — — — ( 122 ) Other comprehensive income — — — — 96 — 96 Net (loss) income — — — ( 3,744 ) — 11 ( 3,733 ) Balance at July 28, 2024 35,079 $ 106,169 $ ( 2,243 ) $ 112,199 $ ( 436 ) $ ( 3,037 ) $ 212,652 Issuance of common stock 171 86 — — — — 86 Stock-based compensation — 969 — — — — 969 Restricted stock forfeitures ( 57 ) — — — — — — Restricted stock surrendered for taxes ( 22 ) — ( 88 ) — — — ( 88 ) Other comprehensive income — — — — 10 — 10 Net (loss) income — — — ( 28,539 ) — 15 ( 28,524 ) Balance at October 27, 2024 35,171 $ 107,224 $ ( 2,331 ) $ 83,660 $ ( 426 ) $ ( 3,022 ) $ 185,105 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) Nine Months Ended October 29, 2023 Accumulated Noncontrolling Capital stock other interest in Total Treasury Retained comprehensive variable interest shareholders' Shares Amount stock earnings loss entity equity Balance at January 29, 2023 33,443 $ 98,842 $ ( 1,459 ) $ 133,172 $ ( 148 ) $ ( 3,210 ) $ 227,197 Issuance of common stock 1,081 136 — — — — 136 Stock-based compensation — 990 — — — — 990 Restricted stock forfeitures ( 9 ) — — — — — — Restricted stock surrendered for taxes ( 41 ) — ( 273 ) — — — ( 273 ) Other comprehensive income — — — — ( 59 ) — ( 59 ) Net loss — — — ( 3,869 ) — ( 8 ) ( 3,877 ) Balance at April 30, 2023 34,474 $ 99,968 $ ( 1,732 ) $ 129,303 $ ( 207 ) $ ( 3,218 ) $ 224,114 Issuance of common stock 111 153 — — — — 153 Stock-based compensation — 1,294 — — — — 1,294 Restricted stock forfeitures ( 4 ) — — — — — — Restricted stock surrendered for taxes — — ( 1 ) — — — ( 1 ) Other comprehensive income — — — — ( 88 ) — ( 88 ) Net loss — — — ( 2,004 ) — ( 8 ) ( 2,012 ) Balance at July 30, 2023 34,581 $ 101,415 $ ( 1,733 ) $ 127,299 $ ( 295 ) $ ( 3,226 ) $ 223,460 Issuance of common stock 26 129 — — — — 129 Stock-based compensation — 1,021 — — — — 1,021 Restricted stock forfeitures ( 133 ) — — — — — — Restricted stock surrendered for taxes — — ( 4 ) — — — ( 4 ) Other comprehensive loss — — — — ( 258 ) — ( 258 ) Net loss — — — ( 10,466 ) — ( 8 ) ( 10,474 ) Balance at October 29, 2023 34,474 $ 102,565 $ ( 1,737 ) $ 116,833 $ ( 553 ) $ ( 3,234 ) $ 213,874 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) Nine Months Ended October 27, 2024 October 29, 2023 Cash flows from operating activities: Net loss $ ( 40,122 ) $ ( 16,363 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 24,730 23,434 Stock based compensation 3,352 3,305 Deferred income taxes 1,133 ( 4,800 ) Loss on disposal of property and equipment 102 37 Changes in operating assets and liabilities: Receivables 1,559 362 Income taxes receivable 479 ( 99 ) Inventory ( 105,673 ) ( 19,044 ) Prepaid expense & other current assets ( 585 ) ( 952 ) Software hosting implementation costs, net ( 4,485 ) ( 800 ) Trade accounts payable 53,160 ( 10,171 ) Income taxes payable — ( 1,761 ) Accrued expenses and deferred rent obligations 5,286 ( 3,691 ) Other assets ( 3 ) 20 Noncash lease impacts 2,942 ( 483 ) Net cash used in operating activities ( 58,125 ) ( 31,006 ) Cash flows from investing activities: Purchases of property and equipment ( 5,813 ) ( 39,958 ) Principal receipts from available-for-sale security 147 133 Net cash used in investing activities ( 5,666 ) ( 39,825 ) Cash flows from financing activities: Net borrowings on line of credit 44,000 36,000 Payments on TRI long term debt ( 623 ) ( 564 ) Payments on finance lease obligations ( 2,109 ) ( 2,116 ) Payments of tax withholding on vested restricted shares ( 593 ) ( 278 ) Other 294 418 Net cash provided by financing activities 40,969 33,460 Decrease in cash and cash equivalents ( 22,822 ) ( 37,371 ) Cash and cash equivalents at beginning of period 32,157 45,548 Cash and cash equivalents at end of period $ 9,335 $ 8,177 Supplemental disclosure of cash flow information: Interest paid $ 3,232 $ 3,033 Income taxes paid $ 125 $ 1,875 Supplemental disclosure of non-cash information: Unpaid liability to acquire property and equipment $ 2,173 $ 8,391 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 2024 is a 53-week period and ends on February 2 , 2025. Fiscal 2023 was a 52-week period and ended on January 28, 2024. The three months of fiscal 2024 and fiscal 2023 represent the Company’s 13-week periods ended October 27, 2024 and October 29, 2023, respectively. The accompanying condensed consolidated financial statements as of and for the three and nine months ended October 27, 2024 and October 29, 2023 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 nine months ended October 27, 2024 and October 29, 2023. 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 28, 2024. C. 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 inventories below cost. Inventory reserve for excess and obsolete items was $ 1.6 million and $ 1.4 million as of October 27, 2024 and January 28, 2024, respectively. 10 Table of Contents DULUTH HOLDINGS INC. Notes to Condensed Consolidated Financial Statements (Unaudited) D. Prepaid Expenses and Other Assets Prepaid expenses and other assets consist of the following: October 27, 2024 January 28, 2024 (in thousands) Prepaid expenses & other current assets Pending returns inventory, net $ 2,146 $ 2,778 Current software hosting implementation costs, net 4,636 3,353 Other prepaid expenses 12,209 10,357 Prepaid expenses & other current assets $ 18,991 $ 16,488 Other assets, net Goodwill $ 402 $ 402 Intangible assets, net 419 436 Non-current software hosting implementation costs 9,273 6,705 Other assets, net 1,348 1,477 Other assets, net $ 11,442 $ 9,020 E. 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 due to increased sales during the holiday season. F. 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. G. 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 28, 2024. ‎ 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 Nine Months Ended of Operations October 27, 2024 October 29, 2023 October 27, 2024 October 29, 2023 (in thousands) Finance lease expenses Amortization of right-of-use ‎ assets Selling, general and ‎ administrative expenses $ 722 $ 840 $ 2,374 $ 2,520 Interest on lease liabilities Interest expense 382 423 1,189 1,292 Total finance lease expense $ 1,104 $ 1,263 $ 3,563 $ 3,812 Operating lease expense Selling, general and ‎ administrative expenses $ 6,921 $ 5,074 $ 17,516 $ 15,175 Amortization of build-to-suit ‎ leases capital contribution Selling, general and ‎ administrative expenses 321 321 963 963 Variable lease expense Selling, general and ‎ administrative expenses 3,091 2,685 9,052 8,158 Total lease expense $ 11,437 $ 9,343 $ 31,094 $ 28,108 ‎ 12 Table of Contents DULUTH HOLDINGS INC. Notes to Condensed Consolidated Financial Statements (Unaudited) Other information related to leases were as follows: Nine Months Ended October 27, 2024 October 29, 2023 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows from finance leases $ 2,109 $ 2,116 Operating cash flows from finance leases $ 1,189 $ 1,293 Operating cash flows from operating leases $ 16,092 $ 15,562 Right-of-use assets obtained in exchange for lease liabilities: Operating leases $ - $ 5,174 Weighted-average remaining lease term (in years): Finance leases 10 11 Operating leases 7 8 Weighted-average discount rate: Finance leases 4.5 % 4.4 % Operating leases 4.2 % 4.2 % Future minimum lease payments under the non-cancellable leases are as follows as of October 27, 2024: Fiscal year Finance Operating (in thousands) 2024 (remainder of fiscal year) $ 987 4,938 2025 3,972 19,183 2026 3,993 18,465 2027 3,993 17,193 2028 4,017 15,391 Thereafter 25,215 44,696 Total future minimum lease payments $ 42,177 $ 119,866 Less – Discount ( 8,403 ) ( 15,986 ) Lease liability $ 33,774 $ 103,880 13 Table of Contents DULUTH HOLDINGS INC. Notes to Condensed Consolidated Financial Statements (Unaudited) 3. DEBT AND CREDIT AGREEMENT Debt consists of the following: October 27, 2024 January 28, 2024 (in thousands) TRI Senior Secured Note $ 21,919 $ 22,488 TRI Note 3,500 3,500 $ 25,419 $ 25,988 Less: current maturities 909 847 TRI long-term debt $ 24,510 $ 25,141 Duluth Line of credit $ 44,000 $ — Less: current maturities 44,000 — Duluth long-term debt $ — $ — 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. 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 14, 2021, the Company 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 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 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) reduce the commitment fee in some instances. As of October 27, 2024 and for the nine months then ended, the Company was in compliance with all financial and non-financial covenants contained within the Credit Agreement and the First Amendment. ‎ 14 Table of Contents DULUTH HOLDINGS INC. Notes to Condensed Consolidated Financial Statements (Unaudited) 4. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following: October 27, 2024 January 28, 2024 (in thousands) Salaries and benefits $ 4,714 $ 2,692 Deferred revenue 7,155 9,579 Freight 2,980 4,001 Product returns 4,550 5,541 Unpaid purchases of property & equipment 1,852 765 Accrued advertising 5,628 1,129 Other 9,373 7,223 Total accrued expenses and other current liabilities $ 36,252 $ 30,930 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 Company’s assets and liabilities measured at fair value are categorized as Level 1 or Level 3 instruments. The fair value of the Company’s money market account is obtained from real-time quotes for transactions in active exchange markets involving identical assets (Level 1). 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 nine months ended October 27, 2024, 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. Changes in assumptions could significantly affect the estimates. The amortized cost and fair value of the Company’s money market account and available-for-sale security and the corresponding amount of gross unrealized gains and losses recognized in accumulated other comprehensive income are as follows: October 27, 2024 Cost or Gross Gross Amortized Unrealized Unrealized Estimated Cost Gains Losses Fair Value (in thousands) Level 1 security: Money market funds $ — $ — $ — $ — Level 3 security: Corporate trust $ 5,409 $ — $ ( 569 ) $ 4,840 15 Table of Contents DULUTH HOLDINGS INC. Notes to Condensed Consolidated Financial Statements (Unaudited) January 28, 2024 Cost or Gross Gross Amortized Unrealized Unrealized Estimated Cost Gains Losses Fair Value (in thousands) Level 1 security: Money market funds $ 28,396 $ — $ — $ 28,396 Level 3 security: Corporate trust $ 5,556 $ — $ ( 570 ) $ 4,986 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 three months ended October 27, 2024 or October 29, 2023 . The following table presents future principal receipts related to the Company’s available-for-sale security by contractual maturity as of October 27, 2024. Amortized Estimated Cost Fair Value (in thousands) Within one year $ 214 $ 174 After one year through five years 1,408 1,204 After five years through ten years 2,102 1,899 After ten years 1,685 1,563 Total $ 5,409 $ 4,840 The carrying values and fair values of other financial instruments in the Consolidated Balance Sheets are as follows: October 27, 2024 January 28, 2024 Carrying Amount Fair Value Carrying Amount Fair Value (in thousands) TRI Long-term debt, including short-term portion $ 25,419 $ 22,957 $ 25,988 $ 23,554 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 16 Table of Contents DULUTH HOLDINGS INC. Notes to Condensed Consolidated Financial Statements (Unaudited) the VIE. The Company has determined that it was the primary beneficiary of one VIE as of October 27, 2024 and January 28, 2024. 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 October 27, 2024 and January 28, 2024: October 27, 2024 January 28, 2024 (in thousands) Cash $ 27 $ 17 Property and equipment, net 22,476 22,941 Total assets $ 22,503 $ 22,958 Other current liabilities $ 106 $ 26 Current maturities of long-term debt 909 847 TRI long-term debt 24,510 25,141 Noncontrolling interest in VIE ( 3,022 ) ( 3,056 ) Total liabilities and shareholders' equity $ 22,503 $ 22,958 7. LOSS 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 Nine Months Ended October 27, 2024 October 29, 2023 October 27, 2024 October 29, 2023 (in thousands, except per share data) Numerator - net loss attributable to ‎ controlling interest $ ( 28,539 ) $ ( 10,466 ) $ ( 40,156 ) $ ( 16,339 ) Denominator - weighted average shares ‎ (Class A and Class B) Basic 33,448 32,987 33,314 32,937 Dilutive shares — — — — Diluted 33,448 32,987 33,314 32,937 Loss per share (Class A and Class B) Basic $ ( 0.85 ) $ ( 0.32 ) $ ( 1.21 ) $ ( 0.50 ) Diluted $ ( 0.85 ) $ ( 0.32 ) $ ( 1.21 ) $ ( 0.50 ) The computation of diluted loss per share excluded ( 0.3 ) million and 0.1 million of unvested restricted stock for the three months ended October 27, 2024 and October 29, 2023, because their inclusion would be anti-dilutive due to a net loss. The computation of diluted loss per share excluded 0.0 million and 0.5 million of unvested restricted stock for the nine months ended October 27, 2024 and October 29, 2023, because their inclusion would be anti-dilutive due to a net loss. 17 Table of Contents DULUTH HOLDINGS INC. Notes to Condensed Consolidated Financial Statements (Unaudited) 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 $ 1.0 million and $ 3.4 million for the three and nine months ended October 27, 2024, 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 nine months ended October 27, 2024 is as follows: Weighted average fair value Shares per share Outstanding at January 28, 2024 1,367,270 $ 8.77 Granted 1,099,121 4.62 Vested ( 538,093 ) 8.96 Forfeited ( 239,402 ) 6.67 Outstanding at October 27, 2024 1,688,896 $ 6.03 At October 27, 2024, the Company had unrecognized compensation expense of $ 6.8 million related to the restricted stock awards, which is expected to be recognized over a weighted average period of 2.6 years. 9. PROPERTY AND EQUIPMENT Property and equipment consist of the following: October 27, 2024 January 28, 2024 (in thousands) Land and land improvements $ 4,486 $ 4,486 Leasehold improvements 57,658 56,850 Buildings 36,272 36,191 Vehicles 84 121 Warehouse equipment 66,255 66,481 Office equipment and furniture 54,446 54,294 Computer equipment 9,628 11,142 Software 39,817 39,923 268,646 269,488 Accumulated depreciation and amortization ( 153,765 ) ( 140,551 ) 114,881 128,937 Construction in progress 2,060 3,781 Property and equipment, net $ 116,941 $ 132,718 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 18 Table of Contents DULUTH HOLDINGS INC. Notes to Condensed Consolidated Financial Statements (Unaudited) 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 Nine Months Ended October 27, 2024 October 29, 2023 October 27, 2024 October 29, 2023 (in thousands) Direct-to-consumer $ 79,833 $ 87,015 $ 246,961 $ 253,362 Stores 47,223 51,195 138,398 147,706 $ 127,056 $ 138,210 $ 385,359 $ 401,068 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: October 27, 2024 January 28, 2024 (in thousands) Contract assets $ 2,146 $ 2,778 Contract liabilities $ 7,155 $ 9,579 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 nine months ended: October 27, 2024 October 29, 2023 (in thousands) Balance as of beginning of period $ 9,579 $ 10,249 Gift cards sold 7,144 6,717 Gift cards redeemed ( 9,330 ) ( 9,055 ) Gift card breakage ( 238 ) ( 260 ) Balance as of end of period $ 7,155 $ 7,651 11. INCOME TAXES The Company’s provision for income taxes during the interim reporting periods has historically been calculated by applying an estimate of the annual effective tax rate for the full year to “ordinary” income or loss (pre-tax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. The effective tax rate related to controlling interest was ( 4.2 %) and 23 % for the nine months ended October 27, 2024 and October 29, 2023, respectively. 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 tax. The effective tax rate fluctuated significantly year over year primarily as a result of the Company recording a valuation allowance on its deferred tax assets as of October 27, 2024. 19 Table of Contents DULUTH HOLDINGS INC. Notes to Condensed Consolidated Financial Statements (Unaudited) The Company regularly assesses the realizability of deferred tax assets and under the asset and liability method prescribed under ASC 740, Income Taxes , the Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The realizability of deferred tax assets is assessed throughout the year and a valuation allowance is recorded, if necessary, to reduce net deferred tax assets to the amount more likely than not to be realized. The Company considers all available evidence, both positive and negative, to determine the realizability of deferred tax assets and includes historical information about results of operations for the current and preceding years as well as more subjective information about future years. In conducting this assessment, a significant piece of objective negative evidence evaluated by management was a cumulative loss over the most recent 36-month period ended October 27, 2024, which was not outweighed by available positive evidence and which limited the Company’s ability to give weight to projections of future growth for purposes of this assessment. Accordingly, as of October 27, 2024, a valuation allowance of $ 10.1 million was provided against the net amount of deferred tax assets. The amount of the deferred tax assets considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for growth. As of January 28, 2024, there was no valuation allowance for deferred tax assets. 12. RESTRUCTURING As part of the Company’s in-depth review of the retail portfolio strategy, fulfillment center network, and benchmarking to identify structural opportunities to improve operating margin, working capital, and asset efficiency, the Company began phase two of its fulfillment center network plan to maximize productivity and capacity. This was initiated in the second quarter of 2024 and is expected to continue beyond this fiscal year as we implement further structural changes. On July 12, 2024, as a result of the phase two analysis of the fulfillment center network, the Company voluntarily entered into a lease amendment for one of its legacy fulfillment center leases in Dubuque, Iowa. The amended lease accelerated the lease expiration date from September 30, 2030 to October 27, 2024 . The amended lease requires Duluth to pay an aggregate of $ 3.7 million (the “Termination Penalty”) in consideration of accelerating the lease termination date, which will be paid in four equal quarterly installments from October 2024 through August 2025. The Company amortized the loss from the Termination Penalty, as well as the net loss from writing off the right-of-use asset and lease liability over the modified remaining lease term. In addition, the Company accelerated the depreciation of the non-transferrable fixed assets to have no remaining net book value as of the modified lease expiration date. During the three and nine months ended October 27, 2024, the Company recognized restructuring charges of $ 6.2 million and $ 7.7 million, respectively. Three Months Ended Nine Months Ended October 27, 2024 October 27, 2024 (in thousands) Early contract termination expense $ 2,759 $ 3,679 Lease remeasurement expense 1,596 1,889 Accelerated depreciation expense 766 1,149 Employee termination benefit expense 370 370 Other restructuring expense 661 661 Total restructuring expenses $ 6,152 $ 7,748 13. CONTINGENCIES In the second quarter of 2024, in conjunction with ongoing state sales tax audits the Company began a review of its sales tax positions. As a result of the review, the Company determined that sales in a state were subject to certain local sales tax and that the Company had not sufficiently assessed such sales tax on sales to customers in prior fiscal years. 20 Table of Contents DULUTH HOLDINGS INC. Notes to Condensed Consolidated Financial Statements (Unaudited) The Company concluded that some payment to the state is probable. As of October 27, 2024, the Company recorded an estimated sales tax expense accrual of $ 2.4 million that is reflected in Selling, general and administrative expenses within the Consolidated Statements of Operations. ‎ 21 Table of Contents DULUTH HOLDINGS INC. Notes to Condensed Consolidated Financial Statements (Unaudited) 14. RECENT ACCOUNTING PRONOUNCEMENTS Recently Adopted Accounting Pronouncements Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments 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 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. Recent 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 an annual period beginning after December 15, 2024, with early adoption permitted. Management is currently evaluating the effects 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 this guidance will have on its consolidated financial statements. Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures In November 2024, the FASB issued ASU No. 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures.” This ASU requires that each interim and annual reporting period an entity disclose more information about the components of certain expense captions that is currently disclosed in the financial statements. This update is effective for annual reporting periods beginning after December 15, 2027. Early adoption is permitted. Management is currently evaluating the effects this guidance will have on its consolidated financial statements. 22 Table of Contents