What changed in this filing

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Item 1. Financial Statements

2025-09-05 compared with 2025-06-06 · 151 added, 66 removed, 473 unchanged (31% of the section changed)

3 unchanged sentences

(Amounts in thousands)

August 3, 2025

February 2, 2025

10 unchanged sentences

Other assets, net

Deferred tax assets

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

2 unchanged sentences

(Amounts in thousands)

August 3, 2025

February 2, 2025

17 unchanged sentences

10,000 shares authorized;

‎ issued or outstanding as of May 4, 2025 and February 2, 2025

issued or outstanding as of August 3, 2025 and February 2, 2025

Common stock (Class A), no par value;

10,000 shares authorized;

issued and outstanding as of May 4, 2025 and February 2, 2025

issued and outstanding as of August 3, 2025 and February 2, 2025

Common stock (Class B), no par value;

200,000 shares authorized;

32,154 shares issued and 31,890 shares outstanding as of May 4, 2025 and

33,782 shares issued and 33,312 shares outstanding as of August 3, 2025 and

32,077 shares issued and 31,813 shares outstanding as of February 2, 2025

Treasury stock, at cost;

264 and 264 shares as of May 4, 2025 and

470 and 264 shares as of August 3, 2025 and

February 2, 2025, respectively

11 unchanged sentences

Three Months Ended

April 28, 2024

Six Months Ended

August 3, 2025

July 28, 2024

August 3, 2025

July 28, 2024

Cost of goods sold (excluding depreciation and amortization)

Selling, general and administrative expenses

Operating loss

Restructuring expense

Operating income (loss)

Interest expense

Other (loss) income, net

Loss before income taxes

Income tax expense (benefit)

Income (loss) before income taxes

Income tax (benefit) expense

Net income (loss)

Net income attributable to noncontrolling interest

Net loss attributable to controlling interest

Net income (loss) attributable to controlling interest

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

Weighted average shares of common stock outstanding

Net loss per share attributable to controlling interest

Net income (loss) per share attributable to controlling interest

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

Weighted average shares and equivalents outstanding

Net loss per share attributable to controlling interest

Net income (loss) per share attributable to controlling interest

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

DULUTH HOLDINGS INC.

Condensed Consolidated Statements of Comprehensive (Loss) Income

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Amounts in thousands)

Three Months Ended

April 28, 2024

Six Months Ended

August 3, 2025

July 28, 2024

August 3, 2025

July 28, 2024

Net income (loss)

Other comprehensive loss

3 unchanged sentences

Other comprehensive income (loss)

Comprehensive loss

Comprehensive income (loss)

Comprehensive income attributable to noncontrolling interest

Comprehensive loss attributable

Comprehensive income (loss) attributable

‎ to controlling interest

3 unchanged sentences

(Amounts in thousands)

Three Months Ended May 4, 2025

Six Months Ended August 3, 2025

Noncontrolling

12 unchanged sentences

Balance at May 4, 2025

Issuance of common stock

Stock-based compensation

Restricted stock forfeitures

Restricted stock surrendered for taxes

Other comprehensive income

Balance at August 3, 2025

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

2 unchanged sentences

(Amounts in thousands)

Three Months Ended April 28, 2024

Six Months Ended July 28, 2024

Noncontrolling

10 unchanged sentences

Balance at April 28, 2024

Issuance of common stock

Stock-based compensation

Restricted stock forfeitures

Restricted stock surrendered for taxes

Other comprehensive income

Balance at July 28, 2024

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

2 unchanged sentences

(Amounts in thousands)

Three Months Ended

April 28, 2024

Six Months Ended

August 3, 2025

July 28, 2024

Cash flows from operating activities:

9 unchanged sentences

Trade accounts payable

Income taxes payable

Accrued expenses and deferred rent obligations

11 unchanged sentences

Payments of tax withholding on vested restricted shares

Net cash provided by financing activities

Net cash provided by (used in) financing activities

Increase (decrease) in cash and cash equivalents

31 unchanged sentences

Fiscal 2024 was a 53-week period and ended on February 2, 2025.

The three months of fiscal 2025 and fiscal 2024 represent the Company’s 13-week periods ended May 4, 2025 and April 28, 2024, respectively.

The accompanying condensed consolidated financial statements as of and for the three months ended May 4, 2025 and April 28, 2024 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.

The three and six months of fiscal 2025 and fiscal 2024 represent the Company’s 13-week and 26-week periods ended August 3, 2025 and July 28, 2024, respectively.

The accompanying condensed consolidated financial statements as of and for the three and six months ended August 3, 2025 and July 28, 2024 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 months ended May 4, 2025 and April 28, 2024.

GAAP have been condensed or omitted pursuant to such SEC rules and regulations as of and for the three and six months ended August 3, 2025 and July 28, 2024.

These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s annual report on Form 10-K for the fiscal year ended February 2, 2025.

1 unchanged sentence

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

Inventory reserve for excess and obsolete items was $ 2.3 million and $ 2.1 million as of May 4, 2025 and February 2, 2025, respectively.

Inventory reserve for excess and obsolete items was $ 3.7 million and $ 2.1 million as of August 3, 2025 and February 2, 2025, respectively.

DULUTH HOLDINGS INC.

2 unchanged sentences

Prepaid expenses and other assets consist of the following:

August 3, 2025

February 2, 2025

37 unchanged sentences

Three Months Ended

Six Months Ended

of Operations

April 28, 2024

August 3, 2025

July 28, 2024

August 3, 2025

July 28, 2024

(in thousands)

20 unchanged sentences

Other information related to leases were as follows:

Three Months Ended

April 28, 2024

Six Months Ended

August 3, 2025

July 28, 2024

(in thousands)

11 unchanged sentences

Operating leases

Future minimum lease payments under the non-cancellable leases are as follows as of May 4, 2025:

Future minimum lease payments under the non-cancellable leases are as follows as of August 3, 2025:

(in thousands)

7 unchanged sentences

Debt consists of the following:

August 3, 2025

February 2, 2025

29 unchanged sentences

and (iv) provide that the Maximum Rent Adjusted Leverage Ratio and the Minimum Fixed Charge Coverage Ratio will be measured commencing on the fiscal quarter ending May 2, 2021 and measured quarterly thereafter as of the last day of each fiscal quarter of the Company (other than for the fiscal quarter ending February 2, 2025).

The reduction in the revolving commitment rightsized the credit facility with the Company’s cash needs to fund seasonal inventory builds and capital

The reduction in the revolving commitment was intended to rightsize the credit facility with the Company’s cash needs to fund seasonal inventory builds and

DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

expenditure expectations and resulted in fee savings.

capital expenditure expectations and resulted in fee savings.

The Credit Agreement was extinguished on April 28, 2025, resulting in a write down of $ 0.2 million of debt issuance costs related to the terminated line of credit.

5 unchanged sentences

and (iv) each other obligation will bear interest on the unpaid amount at a rate per annum equal to the base rate plus the applicable margin.

The new $ 100.0 million Revolver replaces the current revolving credit facility at a lower interest rate and extends the availability of funds to April 28, 2030 .

The Company is also permitted to voluntarily prepay the New Credit Agreement in whole or in part at any time, where borrowings bearing interest based on the base rate may be prepaid at any time without penalty and borrowings bearing interest based on SOFR may be prepaid, subject to payment of usual and customary breakage and redeployment costs.

The revolver will mature on April 28, 2030 .

Pursuant to the New Credit Agreement, the Company may request an increase in the revolving credit commitments in the aggregate amount of up to $ 25 million during the term of the New Credit Agreement and with the consent of the Administrative Agent, subject to credit approval of the Lenders and the satisfaction of certain conditions.

The New Credit Agreement contains customary events of default and financial, affirmative and negative covenants and is secured by a first-priority perfected security interest in substantially all of the tangible and intangible assets of the Company.

The new $ 100.0 million Revolver replaces the prior revolving credit facility at a lower interest rate and extends the availability of funds to April 28, 2030 .

The Company believes the New Credit Agreement will provide the Company with flexibility and liquidity to finance seasonal inventory builds.

On July 16, 2025, the Company entered into the First Amendment to the New Credit Agreement where all revolving credit loans advanced or prepaid pursuant to such Sweep to Loan Arrangement shall bear interest based on the Base Rate.

DULUTH HOLDINGS INC.

2 unchanged sentences

Accrued expenses and other current liabilities consist of the following:

August 3, 2025

February 2, 2025

17 unchanged sentences

Treasury yield curve, credit information and an estimate of future cash flows.

During the three months ended May 4, 2025, certain changes in the inputs did impact the fair value of the available-for-sale security.

During the six months ended August 3, 2025, 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.

1 unchanged sentence

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:

August 3, 2025

(in thousands)

9 unchanged sentences

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 May 4, 2025 or April 28, 2024 .

The following table presents future principal receipts related to the Company’s available-for-sale security by contractual maturity as of May 4, 2025.

No other-than-temporary impairment was recorded in the unaudited condensed consolidated statements of operations for the three months ended August 3, 2025 or July 28, 2024 .

The following table presents future principal receipts related to the Company’s available-for-sale security by contractual maturity as of August 3, 2025.

(in thousands)

4 unchanged sentences

The carrying values and fair values of other financial instruments in the Consolidated Balance Sheets are as follows:

August 3, 2025

February 2, 2025

10 unchanged sentences

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 VIE as of May 4, 2025 and February 2, 2025.

The Company has determined that it was the primary beneficiary of one VIE as of August 3, 2025 and February 2, 2025.

The Company leases the Company’s headquarters in Mt.

8 unchanged sentences

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 May 4, 2025 and February 2, 2025:

The condensed consolidated balance sheets include the following amounts as a result of the consolidation of TRI as of August 3, 2025 and February 2, 2025:

August 3, 2025

February 2, 2025

6 unchanged sentences

Total liabilities and shareholders' equity

LOSS PER SHARE

EARNINGS (LOSS) PER SHARE

Earnings per share is computed under the provisions of ASC 260 , Earnings Per Share .

4 unchanged sentences

Three Months Ended

April 28, 2024

Six Months Ended

August 3, 2025

July 28, 2024

August 3, 2025

July 28, 2024

(in thousands, except per share data)

Numerator - net loss attributable to

Numerator - net income (loss) attributable to

‎ controlling interest

2 unchanged sentences

Dilutive shares

Loss per share (Class A and Class B)

The computation of diluted loss per share excluded ( 0.8 ) million and 0.3 million of unvested restricted stock for the three months ended May 4, 2025 and April 28, 2024, because their inclusion would be anti-dilutive due to a net loss.

Earnings (loss) per share (Class A and Class B)

The computation of diluted loss per share excluded ( 0.4 ) million of unvested restricted stock for the three months ended July 28, 2024, because their inclusion would be anti-dilutive due to a net loss.

The computation of diluted loss per share excluded ( 0.2 ) million and ( 0.0 ) million of unvested restricted stock for the six months ended August 3, 2025 and July 28, 2024, because their inclusion would be anti-dilutive due to a net loss.

STOCK-BASED COMPENSATION

The Company accounts for its stock-based compensation plan in accordance with ASC 718, Stock Compensation , which requires the Company to measure all share-based payments at grant date fair value and recognize the cost over the requisite service period of the award.

Total stock compensation expense associated with restricted stock recognized by the Company was $ 0.3 million and $ 1.4 million for the three months ended May 4, 2025 and April 28, 2024 respectively.

The Company’s total stock compensation expense is included in selling, general and administrative expenses on the Condensed Consolidated Statements of Operations.

DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

A summary of the activity in the Company’s unvested restricted stock during the three months ended May 4, 2025 is as follows:

Total stock compensation expense associated with restricted stock recognized by the Company was $ 1.1 million and $ 1.3 million for the three and six months ended August 3, 2025 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 August 3, 2025 is as follows:

Outstanding at February 2, 2025

Outstanding at May 4, 2025

At May 4, 2025, the Company had unrecognized compensation expense of $ 3.9 million related to the restricted stock awards, which is expected to be recognized over a weighted average period of 2.7 years.

( 1,061,207 )

( 1,135,854 )

Outstanding at August 3, 2025

At August 3, 2025, the Company had unrecognized compensation expense of $ 4.6 million related to the restricted stock awards, which is expected to be recognized over a weighted average period of 2.5 years.

PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

August 3, 2025

February 2, 2025

14 unchanged sentences

Sales disaggregated based upon sales channel is presented below.

DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Three Months Ended

April 28, 2024

Six Months Ended

August 3, 2025

July 28, 2024

August 3, 2025

July 28, 2024

(in thousands)

Direct-to-consumer

DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Contract Assets and Liabilities

4 unchanged sentences

Contract assets and liabilities on the Company’s consolidated balance sheets are presented in the following table:

August 3, 2025

February 2, 2025

5 unchanged sentences

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 three months ended:

April 28, 2024

The following table provides the reconciliation of the contract liability related to gift cards for the six months ended:

August 3, 2025

July 28, 2024

(in thousands)

5 unchanged sentences

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 ( 9 %) and 21 % for the three months ended May 4, 2025 and April 28, 2024 , respectively.

The effective tax rate related to controlling interest was ( 6 %) and 21 % for the six months ended August 3, 2025 and July 28, 2024, 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 May 4, 2025.

SEGMENT REPORTING

As of May 4, 2025 and April 28, 2024, we had one reportable segment.

The Company’s operating segment is based on how the Chief Operating Decision Maker (“CODM”) makes decisions about allocating resources and assessing performance.

The effective tax rate fluctuated significantly year over year primarily due to the Company having established a valuation allowance on its deferred tax assets during the third quarter of the year ended February 2, 2025.

The Company maintains a valuation allowance against its deferred tax assets as of the six months period ended August 3, 2025.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law in the United States which permanently extends select expiring provisions of the Tax Cuts and Jobs Act.

We’ve considered the impact of the OBBBA on the Company’s annual effective tax rate.

The changes did not have a significant impact to the annual effective tax rate.

DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

into four line items with remaining expenses and expenditures for long-lived assets being consolidated as an omnichannel business.

the enactment of the OBBBA introduced several significant tax law modifications that, while not affecting the annual effective tax rate, do have other implications for the Company.

The OBBBA makes permanent key elements of the 2017 Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing pursuant to IRC 174, and ability to deduct interest expense pursuant to IRC 163(j).

The Company is currently evaluating the future impact of OBBA on its financial position, results of operations and cash flows.

SEGMENT REPORTING

As of August 3, 2025 and July 28, 2024 , we had one reportable segment.

The Company’s operating segment is based on how the Chief Operating Decision Maker (“CODM”) makes decisions about allocating resources and assessing performance.

Our CODM is our Chief Executive Officer and the CODM receives discrete financial information for the Company’s gross margin and a summarized comprehensive statement of income monthly that categorizes selling, general and administrative expenses into four line items with remaining expenses and expenditures for long-lived assets being consolidated as an omnichannel business.

The following table summarizes the Company’s gross margin and selling, general and administrative expenses.

Three Months Ended

April 28, 2024

Six Months Ended

August 3, 2025

July 28, 2024

August 3, 2025

July 28, 2024

(in thousands)

5 unchanged sentences

Total selling, general and administrative

Restructuring Expense

Operating loss

1 unchanged sentence

Other (loss) income, net

Loss before income taxes

Income tax expense (benefit)

Net income (loss) attributable to noncontrolling interest

Net loss attributable to controlling interest

Income (loss) before income taxes

Income tax (benefit) expense

Net income (loss)

Net income attributable to noncontrolling interest

Net income (loss) attributable to controlling interest

RESTRUCTURING

On June 4, 2025, as a result of right-sizing the expense structure of the Company, the Company voluntarily underwent a reduction in force.

On July 12, 2024 (the “Effective Date”), 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 was paid in four equal quarterly installments from October 2024 through August 2025.

The Company is 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 is accelerating the depreciation of the non-transferrable fixed assets to have no remaining net book value by the modified lease expiration date.

DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Three Months Ended

August 3, 2025

July 28, 2024

(in thousands)

Early contract termination expense

Lease remeasurement expense

Accelerated depreciation expense

Employee termination benefit expense

Other restructuring expense

Total restructuring expenses

RECENT ACCOUNTING PRONOUNCEMENTS

15 unchanged sentences

Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures

DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

In November 2024, the FASB issued ASU No.

4 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-Q

Item 1. Financial Statements