What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-08-29 compared with 2024-05-30 · 137 added, 82 removed, 403 unchanged (35% of the section changed)

3 unchanged sentences

(In thousands, except share data)

August 3, 2024

February 3, 2024

25 unchanged sentences

Preferred stock, $ 0.01 par value, 1,000,000 shares authorized, none issued

Common stock, $ 0.01 par value, 125,000,000 shares authorized, 79,299,215 and 79,033,378 shares issued at May 4, 2024 and February 3, 2024, respectively

Common stock, $ 0.01 par value, 125,000,000 shares authorized, 79,329,785 and 79,033,378 shares issued at August 3, 2024 and February 3, 2024, respectively

Additional paid-in capital

Treasury stock at cost, 21,094,463 shares at May 4, 2024 and 21,041,661 shares at February 3, 2024

Treasury stock at cost, 21,094,463 shares at August 3, 2024 and 21,041,661 shares at February 3, 2024

Accumulated deficit

6 unchanged sentences

For the Three Months Ended

April 29, 2023

For the Six Months Ended

August 3, 2024

July 29, 2023

August 3, 2024

July 29, 2023

(Fiscal 2024)

(Fiscal 2023)

(Fiscal 2024)

(Fiscal 2023)

Cost of goods sold including occupancy costs

3 unchanged sentences

Operating income

Loss on termination of retirement plans

Interest income, net

9 unchanged sentences

For the Three Months Ended

April 29, 2023

For the Six Months Ended

August 3, 2024

July 29, 2023

August 3, 2024

July 29, 2023

(Fiscal 2024)

(Fiscal 2023)

(Fiscal 2024)

(Fiscal 2023)

Other comprehensive income before taxes:

Retirement plans

Recognized loss on termination of retirement plans

Other comprehensive income before taxes

15 unchanged sentences

Balance at May 4, 2024

Board of directors' compensation

Stock compensation expense

Exercise of stock options

Balance at August 3, 2024

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

14 unchanged sentences

Balance at April 29, 2023

Board of directors' compensation

Stock compensation expense

Exercise of stock options

Repurchase of common stock, including excise tax

Other comprehensive income, net of taxes

Balance at July 29, 2023

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

2 unchanged sentences

(In thousands)

April 29, 2023

August 3, 2024

July 29, 2023

(Fiscal 2024)

1 unchanged sentence

Cash flows from operating activities:

Adjustments to reconcile net income to net cash used for operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Amortization of deferred debt issuance costs

Loss on retirement plan terminations

Gain from the sale of equipment

9 unchanged sentences

Accrued expenses and other liabilities

Net cash used for operating activities

Net cash provided by operating activities

Cash flows from investing activities:

62 unchanged sentences

In the fourth quarter of fiscal 2023, the Company terminated its frozen retirement plans, which was the only AOCI activity.

As a result, there is no remaining AOCI as of February 3, 2024.

For the first three months of fiscal 2023, other comprehensive income and reclassifications from AOCI was as follows:

April 29, 2023

For the three months ended:

(in thousands)

Balance at beginning of the quarter

As a result, there was no remaining AOCI as of February 3, 2024.

For the first three and six months of fiscal 2023, other comprehensive income and reclassifications from AOCI was as follows:

For the three months ended July 29, 2023

For the six months ended July 29, 2023

Balance at beginning of fiscal year

Other comprehensive income before

reclassifications, net of taxes

Recognition of loss on retirement plan termination, net of taxes (1)

Amounts reclassified from accumulated other

2 unchanged sentences

Balance at end of quarter

(1) Includes the amortization of the unrecognized loss on retirement plans, which was charged to “Selling, General and Administrative” Expense on the Consolidated Statements of Operations for all periods presented.

The Company recognized expense of $ 58,000 , or $ 43,000 net of taxes, for the three months ended April 29, 2023.

(1) In connection with the Company's decision to terminate its pension plan, during the second quarter of fiscal 2023 the Company completed a partial settlement and accordingly recognized a pro-rated portion of AOCI in the amount of $ 4.2 million, or $ 3.1 million net of taxes.

(2) Includes the amortization of the unrecognized loss on retirement plans, which was charged to “Selling, General and Administrative” Expense on the Consolidated Statements of Operations for the three and six months ended July 29, 2023.

The Company recognized expense of $ 34,000 , or $ 25,000 net of taxes, for the three months ended July 29, 2023 and expense of $ 92,000 , or $ 68,000 net of taxes, for the six months ended July 29, 2023.

Stock-based Compensation

7 unchanged sentences

Actual results and future changes in estimates may differ from the Company’s current estimates.

There were no grants of stock options in the first three months of fiscal 2024.

For the first three months of fiscal 2023, the fair value of each stock option grant was estimated on the date of grant using the Black-Scholes option-pricing model based on the assumptions in the table below as it relates to stock options granted.

April 29, 2023

There were no grants of stock options in the first six months of fiscal 2024.

For the first six months of fiscal 2023, the fair value of each stock option grant was estimated on the date of grant using the Black-Scholes option-pricing model based on the assumptions in the table below as it relates to stock options granted.

July 29, 2023

Expected volatility

12 unchanged sentences

The amount of impairment, if any, is measured based on projected discounted future cash flows using a discount rate reflecting the Company’s average cost of funds.

There were no impairments or non-cash gains recognized in the first three months of fiscal 2024 and fiscal 2023.

There were no impairments or non-cash gains recognized in the first six months of fiscal 2024 and fiscal 2023.

Advertising Costs

2 unchanged sentences

Direct response advertising costs, if any, are expensed in the period in which the mailing occurs.

Advertising expense, which is included in selling, general and administrative expenses, was $ 7.3 million and $ 7.0 million for the first three months of fiscal 2024 and fiscal 2023, respectively.

Advertising expense, which is included in selling, general and administrative expenses, was $ 11.0 million and $ 7.1 million for second quarter of fiscal 2024 and fiscal 2023, respectively, and was $ 18.3 million and $ 14.0 million for the first six months of fiscal 2024 and fiscal 2023, respectively.

The Company determines if an arrangement contains a lease at the inception of a contract.

Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

Right-of-use (“ROU”) assets and lease liabilities are recognized at the commencement date based on the present value of the remaining future minimum lease payments, initial direct costs and any lease incentives are included in the value of those ROU assets.

Right-of-use (“ROU”) assets and lease liabilities are recognized at the commencement date based on the present value of the remaining future minimum lease payments, initial direct costs.

Lease incentives are included in the value of the ROU assets.

As the interest rate implicit in the Company’s leases is not readily determinable, the Company utilizes its incremental borrowing rate, based on information available at the lease measurement date, to determine the present value of future payments.

1 unchanged sentence

The Company also made an accounting policy election that the recognition requirement of ASC 842 will not be applied to certain, if any, non-store leases, with a term of 12 months or less, recognizing those lease payments on a straight-line basis over the lease term.

At May 4, 2024 , the Company had no short-term leases.

At August 3, 2024 , the Company had no short-term leases.

The Company’s store leases typically contain options that permit renewals for additional periods of up to five years each.

5 unchanged sentences

For store leases, the Company accounts for lease components and non-lease components as a single lease component.

Certain store leases may require additional payments based on sales volume, as well as reimbursement for real estate taxes, common area maintenance and insurance, and are expensed as incurred as variable lease costs.

Other store leases contain one periodic fixed lease payment that

includes real estate taxes, common area maintenance and insurance.

Certain store leases may require additional payments based on sales volume, as well as reimbursement for real estate taxes, common area maintenance

and insurance, and are expensed as incurred as variable lease costs.

Other store leases contain one periodic fixed lease payment that includes real estate taxes, common area maintenance and insurance.

These fixed payments are considered part of the lease payment and included in the ROU assets and lease liabilities.

Tenant allowances are included as an offset to the right-of-use asset and amortized as reductions to rent expense over the associated lease term.

Tenant allowances are included as an offset to the ROU asset and amortized as reductions to rent expense over the associated lease term.

See Note 4, " Leases" for additional information.

11 unchanged sentences

Any amendments the SEC does not remove by June 30, 2027 will not be effective.

The ASU is not expected to have a material impact on our consolidated financial statements or related disclosures because the Company is currently subjected to the reporting requirements of Regulations S-X and S-K.

The ASU is not expected to have a material impact on the Company’s Consolidated Financial Statements or related disclosures because the Company is currently subjected to the reporting requirements of Regulations S-X and S-K.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) , which requires all public entities to provide enhanced disclosures about significant segment expenses.

The amendments in this ASU are to be applied retrospectively and are effective for our annual financial statements starting in fiscal 2024 and interim periods starting in fiscal 2025, with early adoption permitted.

We are currently evaluating the impact of this accounting standard.

We are currently evaluating the impact of this accounting standard on our financial statements or related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) , which enhances transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid and to improve the effectiveness of income tax disclosures.

This ASU will be effective for fiscal year 2025, and allows for adoption on a prospective basis, with a retrospective option.

Early adoption is permitted.

We are currently evaluating the effect of adopting this new accounting standard.

In March 2024, the FASB issued ASU 2024-01 Compensation – Stock Compensation (Topic 718):

Scope Application of Profits Interest and Similar Awards, which clarified how an entity determines whether a profits interest or similar award is within the scope of Accounting Standards Codification (“ASC”) 718, Compensation – Stock Compensation, by adding illustrative guidance.

The guidance in ASU 2024-01 is effective for annual reporting periods beginning after December 15, 2024, and can be applied either retrospectively to all prior periods presented in the consolidated financial statements or prospectively to profits interest and similar awards granted or modified on or after the date at which the entity first applies the amendments.

This ASU will be effective in fiscal 2025, and allows for adoption on a prospective basis, with a retrospective option.

Early adoption is permitted.

The adoption of ASU 2024-01 is not expected to have any impact on the Company’s consolidated financial statements.

There were no other new accounting pronouncements, issued or effective during the first three months of fiscal 2024, which had or are expected to have a significant impact on the Company’s Consolidated Financial Statements.

We are currently evaluating the impact of adopting this accounting standard on our financial statements or related disclosures.

There were no other new accounting pronouncements, issued or effective during the first six months of fiscal 2024, which had or are expected to have a significant impact on the Company’s Consolidated Financial Statements.

Revenue Recognition

9 unchanged sentences

Based on historical redemption patterns, the Company can reasonably estimate the amount of gift cards, gift certificates, and credit vouchers for which redemption is remote, which is referred to as “breakage.” Breakage is recognized over two years in proportion to historical redemption trends and is recorded as sales in the Consolidated Statements of Operations.

The gift card liability, net of breakage, was $ 2.4 million and $ 3.2 million at May 4, 2024 and February 3, 2024, respectively.

The gift card liability, net of breakage, was $ 2.1 million and $ 3.2 million at August 3, 2024 and February 3, 2024, respectively.

Unredeemed Loyalty Coupons.

The Company offers a free loyalty program to its customers for which points accumulate based on the purchase of merchandise.

Under ASC 606, Revenue from Contracts with Customers , these loyalty points provide the customer with a material right and a distinct performance obligation with revenue deferred and recognized when the points are expected to redeem or expire.

The cycle of earning and redeeming loyalty points is generally under one year in duration.

The loyalty accrual, net of breakage, was $ 1.4 million and $ 1.7 million at May 4, 2024 and February 3, 2024, respectively.

The loyalty accrual, net of breakage, was $ 1.1 million and $ 1.7 million at August 3, 2024 and February 3, 2024, respectively.

Shipping and handling costs are accounted for as fulfillment costs and are included in cost of sales for all periods presented.

5 unchanged sentences

For the Three Months Ended

For the Six Months Ended

(in thousands)

April 29, 2023

August 3, 2024

July 29, 2023

August 3, 2024

July 29, 2023

Credit Agreement with Citizens Bank, N.A.

10 unchanged sentences

If the Company’s availability under the Credit Facility at any time is less than the greater of (i) 10 % of the Revolving Loan Cap (the lesser of the aggregate revolving commitments or the borrowing base) and (ii) $ 7.5 million, then the Company is required to maintain a minimum consolidated fixed charge coverage ratio of 1.0 :1.0 until such time as availability has exceeded the greater of (1) 10 % of the Revolving Loan Cap and (2) $ 7.5 million for 30 consecutive days.

At May 4, 2024 , the Company had no borrowings outstanding under the Credit Facility and unused availability was $ 79.2 million.

The Company had no borrowings during the first quarter of fiscal 2024, resulting in an average unused excess availability of approximately $ 71.8 million.

Outstanding standby letters of credit were $ 4.3 million and outstanding documentary letters were $ 1.5 million at May 4, 2024.

At May 4, 2024, the Company’s prime-based interest rate was 8.75 % .

At August 3, 2024 , the Company had no borrowings outstanding under the Credit Facility and unused availability was $ 69.9 million.

The Company had no borrowings during the first six months of fiscal 2024, resulting in an average unused excess availability of approximately $ 73.4 million.

Outstanding standby letters of credit were $ 4.2 million and outstanding documentary letters were $ 0.9 million at August 3, 2024.

At August 3, 2024, the Company’s prime-based interest rate was 8.75 % .

The Company leases all of its store locations and its corporate headquarters, which also includes its distribution center, under operating leases.

4 unchanged sentences

ASC 842 requires the assessment of any lease modification to determine if the modification should be treated as a separate lease and if not, modification accounting would be applied.

Lease modification accounting requires the recalculation of the ROU asset, lease

liability and lease expense over the respective lease term.

As of May 4, 2024, the Company’s operating leases liabilities represent the present value of the remaining future minimum lease payments updated based on concessions and lease modifications.

Lease modification accounting requires the recalculation of the ROU asset, lease liability and lease expense over the respective lease term.

As of August 3, 2024, the Company’s operating leases liabilities represent the present value of the remaining future minimum lease payments updated based on concessions and lease modifications.

Lease costs related to store locations are included in cost of goods sold including occupancy costs on the Consolidated Statements of Operations, and expenses and lease costs related to the corporate headquarters and equipment leases are included in selling, general and administrative expenses on the Consolidated Statements of Operations.

The following table is a summary of the Company’s components of net lease cost for the three months ended May 4, 2024 and April 29, 2023:

The following table is a summary of the Company’s components of net lease cost for the three and six months ended August 3, 2024 and July 29, 2023:

For the three months ended

April 29, 2023

For the six months ended

August 3, 2024

July 29, 2023

August 3, 2024

July 29, 2023

(in thousands)

3 unchanged sentences

(1) Variable lease costs include the cost of property taxes, insurance and common area maintenance fees related to leases.

Supplemental cash flow and balance sheet information related to leases for the first three months ended May 4, 2024 and April 29, 2023 was as follows:

Supplemental cash flow and balance sheet information related to leases as of and for the first six months ended August 3, 2024 and July 29, 2023 was as follows:

(dollars in thousands)

For the three months ended

For the Six Months Ended

Cash paid for amounts included in the measurement of lease liabilities:

April 29, 2023

August 3, 2024

July 29, 2023

Operating cash flows for operating leases (1)

1 unchanged sentence

Right-of-use assets obtained in exchange for operating lease liabilities

August 3, 2024

July 29, 2023

Weighted average remaining lease term

Weighted average discount rate

(1) The cash paid for the first three months of fiscal 2024 and fiscal 2023 included prepaid rent of $ 4.3 million and $ 4.2 million, respectively.

The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the operating lease liabilities recorded on the Consolidated Balance Sheet as of May 4, 2024:

(1) The cash paid for the first six months of fiscal 2024 and fiscal 2023 included prepaid rent of $ 4.3 million and $ 3.7 million, respectively.

(in thousands)

5 unchanged sentences

Long-term lease obligations

As of May 4, 2024, the Company had entered into four ten-year store leases that have not yet commenced with aggregated estimated future lease payments of approximately $ 6.3 million, which are not included in the above table.

The leases are expected to commence during the second and third quarters of fiscal 2024 .

As of August 3, 2024 , the Company had entered into three ten-year store leases that have not yet commenced with aggregated estimated future lease payments of approximately $ 6.2 million, which are not included in the above table.

The leases are expected to commence during the second half of fiscal 2024 .

Long-Term Incentive Plans

The following is a summary of the Company’s Long-Term Incentive Plan (“LTIP”).

All equity awards granted under long-term incentive plans are issued from the Company’s stockholder-approved 2016 Incentive Compensation Plan.

All equity awards granted under long-term incentive plans are issued from the Company’s stockholder-approved 2016 Plan.

See Note 6, Stock-Based Compensation .

2 unchanged sentences

Under each LTIP, 50 % of each participant’s Target Cash Value is subject to time-based vesting and 50 % is subject to performance-based vesting.

Awards for any achievement of performance targets are not granted until the performance targets are achieved and then are subject to additional vesting through August 31 following the end of the applicable performance period.

Awards for any achievement of performance targets are not granted until the

performance targets are achieved and then are subject to additional vesting through August 31 following the end of the applicable performance period.

2021-2023 LTIP

3 unchanged sentences

In an effort to preserve share availability under the 2016 Plan, all awards, which are subject to further vesting through August 31, 2024, were granted in cash.

At May 4, 2024 , the Company had three active LTIPs:

At August 3, 2024 , the Company had three active LTIPs:

the 2022-2024 LTIP, the 2023-2025 LTIP and the 2024-2026 LTIP.

6 unchanged sentences

Approximately half of the compensation expense for each LTIP relates to the time-based awards, which are being expensed straight-line over 48 months, 47 months and 49 months, respectively.

At May 4, 2024 , the Company had accrued $ 1.4 million under the 2022-2024 LTIP and $ 0.1 million under the 2024-2026 LTIP for the performance awards.

At May 4, 2024 , the Company had no accrual for the performance-based awards under the 2023-2025 LTIP.

At August 3, 2024 , the Company had accrued $ 1.6 million under the 2022-2024 LTIP, $ 0.2 million under the 2023-2025 LTIP and $ 0.2 million under the 2024-2026 LTIP for the performance awards.

Stock-Based Compensation

3 unchanged sentences

A grant of a full-value award, including, but not limited to, restricted stock, restricted stock units and deferred stock, will reduce the outstanding reserve by a fixed ratio of 1.9 shares for every share granted.

At May 4, 2024 , 15,120,538 shares were authorized under the 2016 Plan, of which 1,445,584 shares remained available for grant.

In accordance with the terms of the 2016 Plan, any shares outstanding under the previous 2006 Incentive Compensation Plan (the “2006 Plan”) at August 4, 2016 that subsequently terminate, expire or are cancelled for any reason without having been exercised or paid are added back and become available for issuance under the 2016 Plan, with stock options being added back on a one-for-one basis and full-value awards being added back on a 1 to 1.9 basis.

At May 4, 2024 , 59,254 stock options remained outstanding under the 2006 Plan.

At August 3, 2024 , 15,120,538 shares were authorized under the 2016 Plan, of which 1,425,262 shares remained available for grant.

Subsequent to the end of the second quarter of fiscal 2024, at the Company's Annual Meeting of Stockholders, which was held on August 8, 2024, the shareholders approved an increase of 6,150,000 shares authorized for future grant under the 2016 Plan.

The 2016 Plan is administered by the Compensation Committee.

2 unchanged sentences

Except with respect to 5 % of the shares available for awards under the 2016 Plan, no award will become exercisable unless such award has been outstanding for a minimum period of one year from its date of grant.

The following tables summarize the share activity and stock option activity for the first three months of fiscal 2024:

The following tables summarize the share activity and stock option activity for the first six months of fiscal 2024:

Share Units (3)

5 unchanged sentences

Outstanding non-vested shares at end of quarter

(1) During the first three months of fiscal 2024, the Company granted time-based RSUs under its 2024-2026 LTIP.

(1) During the first six months of fiscal 2024, the Company granted time-based RSUs under its 2024-2026 LTIP.

See Note 5, Long-Term Incentive Plans .

23 unchanged sentences

Options exercisable at end of quarter

For the first three months of fiscal 2024, the Company granted 376,416 restricted stock units, 8,713 shares of deferred stock and 9,734 fully-vested shares.

For the first three months of fiscal 2023, the Company granted stock options to purchase an aggregate of 1,316 shares of common stock, 270,867 restricted stock units and 2,844 fully-vested shares.

For the first six months of fiscal 2024, the Company granted 383,007 restricted stock units, 19,901 shares of deferred stock and 22,234 fully-vested shares.

For the first six months of fiscal 2023, the Company granted stock options to purchase an aggregate of 1,317 shares of common stock, 547,294 restricted stock units and 11,924 fully-vested shares.

Non-Employee Director Compensation Plan

The Company granted 8,412 shares of common stock, with a fair value of approximately $ 34,994 , to certain of its non-employee directors as compensation in lieu of cash in the first three months of fiscal 2024.

The Company granted 19,214 shares of common stock, with a fair value of approximately $ 69,992 , to certain of its non-employee directors as compensation in lieu of cash in the first six months of fiscal 2024.

These shares are in addition to any shares that may be granted under the 2016 Plan related to the requirement to receive equity if a director has not yet satisfied his or her minimum equity ownership requirement under the Non-Employee Director Compensation Plan.

Stock Compensation Expense

The Company recognized total stock-based compensation expense of $ 0.9 million and $ 0.4 million for the first three months of fiscal 2024 and fiscal 2023, respectively.

The total compensation cost related to time-vested stock options, RSU awards, and PSU awards not yet recognized as of May 4, 2024 was approximately $ 3.9 million, net of estimated forfeitures, which will be expensed over a weighted average remaining life of 30 months.

The Company recognized total stock-based compensation expense of $ 1.8 million and $ 0.8 million for the first six months of fiscal 2024 and fiscal 2023, respectively.

The total compensation cost related to time-vested stock options, RSU awards, and PSU awards not yet recognized as of August 3, 2024 was approximately $ 3.0 million, net of estimated forfeitures, which will be expensed over a weighted average remaining life of 32 months.

Equity and Earnings per Share

1 unchanged sentence

For the three months ended

April 29, 2023

For the six months ended

August 3, 2024

July 29, 2023

August 3, 2024

July 29, 2023

(in thousands )

5 unchanged sentences

For the three months ended

April 29, 2023

For the six months ended

August 3, 2024

July 29, 2023

August 3, 2024

July 29, 2023

(in thousands, except exercise prices)

4 unchanged sentences

$ 4.48 - $ 6.59

The above options, which were outstanding at May 4, 2024 , expire from June 1, 2024 to March 20, 2033 .

Excluded from the computation of basic and diluted earnings per share were 573,000 shares for the first quarter of fiscal 2024.

$ 4.48 - $ 6.59

The above options, which were outstanding at August 3, 2024 , expire from November 10, 2024 to March 20, 2033 .

Excluded from the computation of basic and diluted earnings per share were 573,000 shares for the first three and six months of fiscal 2024.

These performance-based awards will be included in the computation of basic and diluted earnings per share if, and when, the respective performance targets are achieved.

In addition, 444,281 shares and 435,568 shares of deferred stock at May 4, 2024 and April 29, 2023 , respectively, were excluded from the computation of basic earnings per share.

In addition, 455,469 shares and 435,568 shares of deferred stock at August 3, 2024 and July 29, 2023 , respectively, were excluded from the computation of basic earnings per share.

Shares of deferred stock are not considered issued and outstanding until the vesting date of the deferral period.

1 unchanged sentence

Each quarter, the Company updates its estimate of the annual effective tax rate and makes a year-to-date adjustment to the provision.

For the first quarter of fiscal 2024 and 2023, the Company’s effective tax rate was 30.4 % and 26.6 % , respectively.

The increase in the effective tax rate was primarily due to permanent book to tax differences combined with a lower pretax income as compared to the first quarter of fiscal 2023.

For the first six months of fiscal 2024 and 2023, the Company’s effective tax rate was 32.3 % and 26.5 % , respectively.

The increase in the effective tax rate was primarily due to permanent book to tax differences combined with a lower pretax income as compared to the first six months of fiscal 2023.

Fair Value Measurement

At May 4, 2024 and February 3, 2024, the Company held U.S.

At August 3, 2024 and February 3, 2024, the Company held U.S.

treasury bills which were classified as held-to maturity and carried at amortized cost.

5 unchanged sentences

Inputs (Level 3)

At May 4, 2024:

At August 3, 2024:

Cash equivalents:

Short-term investments

8 unchanged sentences

Beginning in fiscal year 2023, the applicable excise tax is being charged to additional paid-in capital in the Company's Consolidated Balance Sheet as part of the cost basis of the shares repurchased, with the corresponding liability for the excise tax payable recorded in accrued expenses and other current liabilities until paid.

This liability is partially offset by a 1 % credit permitted under the rules for the fair value of shares issued by the Company.

At May 4, 2024 , the Company had accrued $ 0.2 million for the payment of excise taxes.

This liability is partially offset by a 1 % credit permitted

under the rules for the fair value of shares issued by the Company.

At August 3, 2024 , the Company had accrued $ 0.2 million for the payment of excise taxes.

Termination of Noncontributory Pension Plan

In connection with the acquisition of Casual Male Corp.

in May 2002, the Company assumed the assets and liabilities of the Casual Male Noncontributory Pension Plan “Casual Male Corp.

Retirement Plan,” which was previously known as the J.

Qualified Plan (the “Pension Plan”).

Casual Male Corp.

froze all future benefits under this plan on May 1, 1997.

In the second quarter of fiscal 2023, the Board of Directors approved the termination of the Pension Plan, and on July 1, 2023, the Company completed a partial settlement through the purchase of nonparticipating annuities.

In connection with the partial settlement, in the second quarter of fiscal 2023, the Company recognized a charge of $ 4.2 million, representing a pro-rata portion of the unrealized loss in "Accumulated Other Comprehensive Loss" on the Consolidated Balance Sheet.

The Company settled the remaining obligation and terminated the Pension Plan in the fourth quarter of fiscal 2023.

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