What changed in this filing

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Item 1. Financial Statements

2024-11-22 compared with 2024-08-29 · 136 added, 114 removed, 426 unchanged (37% of the section changed)

3 unchanged sentences

(In thousands, except share data)

August 3, 2024

November 2, 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, 79,329,785 and 79,033,378 shares issued at August 3, 2024 and February 3, 2024, respectively

Common stock, $ 0.01 par value, 125,000,000 shares authorized, 79,362,021 and 79,033,378 shares issued at November 2, 2024 and February 3, 2024, respectively

Additional paid-in capital

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

Treasury stock at cost, 24,681,934 shares at November 2, 2024 and 21,041,661 shares at February 3, 2024

Accumulated deficit

6 unchanged sentences

For the Three Months Ended

For the Six Months Ended

August 3, 2024

July 29, 2023

August 3, 2024

July 29, 2023

For the Nine Months Ended

November 2, 2024

October 28, 2023

November 2, 2024

October 28, 2023

(Fiscal 2024)

6 unchanged sentences

Total expenses

Operating income

Operating income (loss)

Loss on termination of retirement plans

Interest income, net

Income before provision for income taxes

Provision for income taxes

Income (loss) before provision (benefit) for income taxes

Provision (benefit) for income taxes

Net income (loss)

Net income per share - basic

3 unchanged sentences

DESTINATION XL GROUP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

For the Three Months Ended

For the Six Months Ended

August 3, 2024

July 29, 2023

August 3, 2024

July 29, 2023

For the Nine Months Ended

November 2, 2024

October 28, 2023

November 2, 2024

October 28, 2023

(Fiscal 2024)

2 unchanged sentences

(Fiscal 2023)

Net income (loss)

Other comprehensive income before taxes:

4 unchanged sentences

Other comprehensive income, net of tax

Comprehensive income

Comprehensive income (loss)

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

15 unchanged sentences

Balance at August 3, 2024

Board of directors' compensation

Stock compensation expense

Issuance of common stock, upon RSUs release

Shares withheld for taxes related to net share settlement

Repurchase of common stock

Balance at November 2, 2024

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

20 unchanged sentences

Balance at July 29, 2023

Board of directors' compensation

Stock compensation expense

Exercise of stock options

Issuance of common stock, upon RSUs release

Shares withheld for taxes related to net share settlement

Repurchase of common stock, including excise tax

Other comprehensive income, net of taxes

Balance at October 28, 2023

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

2 unchanged sentences

(In thousands)

August 3, 2024

July 29, 2023

November 2, 2024

October 28, 2023

(Fiscal 2024)

23 unchanged sentences

Cash flows from financing activities:

Repurchase of common stock

Repurchase of common stock, excluding excise taxes

Tax withholdings paid related to net share settlements

23 unchanged sentences

Segment Information

The Company has two principal operating segments:

The Company has two operating segments:

its stores and its direct business.

29 unchanged sentences

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

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

For the three months ended October 28, 2023

For the nine months ended October 28, 2023

Balance at beginning of fiscal year

6 unchanged sentences

Balance at end of quarter

(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.

(1) In connection with the Company's decision to terminate its frozen retirement plans, the Company completed a termination of its Supplemental Executive Retirement Plan ("SERP") in the third quarter of fiscal 2023 and recognized the loss in AOCI of $ 31,000 , with no related tax effect.

Results for the nine months ended October 28, 2023 also reflect the partial settlement of the Pension Plan which resulted in the recognition of $ 4.2 million loss on termination, or $ 3.1 million net of taxes.

The Company recognized expense of $ 47,000 , or $ 35,000 net of taxes, for the three months ended October 28, 2023 and expense of $ 139,000 , or $ 103,000 net of taxes, for the nine months ended October 28, 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 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

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

For the first nine 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.

October 28, 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 six months of fiscal 2024 and fiscal 2023.

There were no impairments or non-cash gains recognized in the first nine 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 $ 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.

Advertising expense, which is included in selling, general and administrative expenses, was $ 6.1 million and $ 7.5 million for third quarter of fiscal 2024 and fiscal 2023, respectively, and was $ 24.4 million and $ 21.5 million for the first nine months of fiscal 2024 and fiscal 2023, respectively.

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

5 unchanged sentences

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

At November 2, 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.

26 unchanged sentences

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 on our financial statements or related disclosures.

We are currently evaluating the impact of this accounting standard on our financial statements and anticipate expanding our segment reporting disclosures in accordance with this new standard.

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.

2 unchanged sentences

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.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 2 20-40), which will require disclosure, in the notes to financial statements, of specified information about certain costs and expenses, including disclosure of amounts for (a) purchases of inventory, (b) employee compensation, (c) depreciation and (d) intangible asset amortization, included in each relevant expense caption.

This ASU will be effective for our annual financial statements starting in fiscal 2027 and interim periods starting in fiscal 2028.

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

There were no other new accounting pronouncements, issued or effective during the first nine 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 $ 2.1 million and $ 3.2 million at August 3, 2024 and February 3, 2024, respectively.

The gift card liability, net of breakage, was $ 1.8 million and $ 3.2 million at November 2, 2024 and February 3, 2024, respectively.

Unredeemed Loyalty Coupons.

2 unchanged sentences

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

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

The loyalty accrual, net of breakage, was $ 1.0 million and $ 1.7 million at November 2, 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

For the Nine Months Ended

(in thousands)

August 3, 2024

July 29, 2023

August 3, 2024

July 29, 2023

November 2, 2024

October 28, 2023

November 2, 2024

October 28, 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 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 % .

At November 2, 2024 , the Company had no borrowings outstanding under the Credit Facility and unused availability was $ 78.1 million.

The Company had no borrowings during the first nine months of fiscal 2024, resulting in an average unused excess availability of approximately $ 72.9 million.

Outstanding standby letters of credit were $ 4.2 million and outstanding documentary letters were $ 0.3 million at November 2, 2024.

At November 2, 2024, the Company’s prime-based interest rate was 8.25 % .

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 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 modification accounting requires the recalculation of the ROU asset, lease

liability and lease expense over the respective lease term.

As of November 2, 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 and six months ended August 3, 2024 and July 29, 2023:

The following table is a summary of the Company’s components of net lease cost for the three and nine months ended November 2, 2024 and October 28, 2023:

For the three months ended

For the six months ended

August 3, 2024

July 29, 2023

August 3, 2024

July 29, 2023

For the nine months ended

November 2, 2024

October 28, 2023

November 2, 2024

October 28, 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 as of and for the first six months ended August 3, 2024 and July 29, 2023 was as follows:

Supplemental cash flow and balance sheet information related to leases as of and for the first nine months ended November 2, 2024 and October 28, 2023 was as follows:

(dollars in thousands)

For the Six Months Ended

For the Nine Months Ended

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

August 3, 2024

July 29, 2023

November 2, 2024

October 28, 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

November 2, 2024

October 28, 2023

Weighted average remaining lease term

Weighted average discount rate

(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.

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 August 3, 2024:

(1) The cash paid for the first nine months of fiscal 2024 and fiscal 2023 included prepaid rent of $ 4.4 million and $ 0.6 million, respectively.

(in thousands)

5 unchanged sentences

Long-term lease obligations

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 .

As of November 2, 2024 , the Company had entered into 10 ten-year store leases that have not yet commenced with aggregated estimated future lease payments of approximately $ 12.3 million, which are not included in the above table.

The leases are expected to commence through the end of the second quarter of fiscal 2025 .

Long-Term Incentive Plans

5 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

2 unchanged sentences

On March 29, 2024, the Compensation Committee approved a grant of awards, effective April 1, 2024, equal to $ 3.0 million for the achievement of the performance target for the 2021-2023 LTIP.

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

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

At November 2, 2024 , the Company had three active LTIPs:

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

The time-based awards under each LTIP were granted in a combination of 50 % RSUs and 50 % cash.

Performance targets for the 2022-2024 LTIP, the 2023-2025 LTIP and the 2024-2026 LITP were established and approved by the Compensation Committee on April 9, 2022, May 1, 2023 and April 1, 2024, respectively.

Performance targets for the 2022-2024 LTIP, the 2023-2025 LTIP and the 2024-2026 LTIP were established and approved by the Compensation Committee on April 9, 2022, May 1, 2023 and April 1, 2024, respectively.

The performance period for each LTIP is three years .

3 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 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.

At November 2, 2024 , the Company had accrued $ 1.8 million under the 2022-2024 LTIP, $ 0.3 million under the 2023-2025 LTIP and $ 0.2 million under the 2024-2026 LTIP for the performance awards.

Stock-Based Compensation

The Company has one active stock-based compensation plan:

the 2016 Incentive Compensation Plan (as amended, the “2016 Plan”).

the Second Amended and Restated 2016 Incentive Compensation Plan (the “2016 Plan”).

A grant of a stock option award or stock appreciation right will reduce the outstanding reserve on a one-for-one basis, meaning one share for every share granted.

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 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.

At the Company's Annual Meeting of Stockholders held on August 8, 2024, the Company's stockholders approved an increase of 6,150,000 shares authorized for future grant under the 2016 Plan.

At November 2, 2024 , 21,270,538 shares were authorized under the 2016 Plan, of which 7,521,274 shares remained available for grant.

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 six months of fiscal 2024:

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

Share Units (3)

5 unchanged sentences

Outstanding non-vested shares at end of quarter

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

(1) During the first nine months of fiscal 2024, grants primarily related to the grant of time-based RSUs under its 2024-2026 LTIP.

See Note 5, Long-Term Incentive Plans .

7 unchanged sentences

The PSUs are subject to a one-year minimum vesting period, and any unvested PSUs will expire on August 11, 2026.

The $ 2.4 million fair value is being expensed over the respective derived service periods of each tranche which range from 12 to 13 months.

The $ 2.4 million fair value was expensed over the respective derived service periods of each tranche which ranged from 12 to 13 months.

The respective fair value and derived service periods assigned to the PSUs were determined using a Monte Carlo model based on:

13 unchanged sentences

Options exercisable at end of quarter

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.

For the first nine months of fiscal 2024, the Company granted 388,650 restricted stock units, 30,657 shares of deferred stock and 34,250 fully-vested shares.

For the first nine 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 19,772 fully-vested shares.

Non-Employee Director Compensation Plan

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.

The Company granted 29,599 shares of common stock, with a fair value of approximately $ 104,990 , to certain of its non-employee directors as compensation in lieu of cash in the first nine 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 $ 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.

The Company recognized total stock-based compensation expense of $ 2.3 million and $ 1.6 million for the first nine months of fiscal 2024 and fiscal 2023, respectively.

The total compensation cost related to time-vested stock options and RSU awards not yet recognized

as of November 2, 2024 was approximately $ 2.5 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

For the six months ended

August 3, 2024

July 29, 2023

August 3, 2024

July 29, 2023

For the nine months ended

November 2, 2024

October 28, 2023

November 2, 2024

October 28, 2023

(in thousands )

3 unchanged sentences

Diluted weighted average common shares outstanding

(1) Common stock equivalents of 2.7 million for the third quarter of fiscal 2024 were excluded from the determination of diluted weighted average common shares outstanding due to the net loss reported for the third quarter of fiscal 2024.

The following potential common stock equivalents were excluded from the computation of diluted earnings per share in each period, because the exercise price of such options was greater than the average market price per share of common stock for the respective periods or because the unearned compensation associated with stock options or restricted stock units had an anti-dilutive effect.

For the three months ended

For the six months ended

August 3, 2024

July 29, 2023

August 3, 2024

July 29, 2023

For the nine months ended

November 2, 2024

October 28, 2023

November 2, 2024

October 28, 2023

(in thousands, except exercise prices)

6 unchanged sentences

$ 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.

The above options, which were outstanding at November 2, 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 nine 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, 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.

In addition, 466,225 shares and 435,568 shares of deferred stock at November 2, 2024 and October 28, 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 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.

For the first nine months of fiscal 2024 and 2023, the Company’s effective tax rate was 38.8 % and 27.2 % , 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 nine months of fiscal 2023.

Fair Value Measurement

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

At November 2, 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 August 3, 2024:

Cash equivalents:

At November 2, 2024:

Short-term investments

3 unchanged sentences

Stock Repurchase Program

On March 14, 2023, the Company's Board of Directors (“Board”) approved a stock repurchase program, effective March 16, 2023, which was subsequently amended in November 2023.

Under the amended program, the Company was authorized to repurchase up to $ 25.0 million of its common stock, including excise tax, through open market and privately negotiated transactions.

During the first quarter of fiscal 2024, the Company repurchased 52,802 shares at a total cost, including fees, of $ 211,182 , completing its stock repurchase program.

During the first quarter of fiscal 2024, the Company repurchased 52,802 shares at a total cost, including fees, of $ 211,182 , completing its stock repurchase program that was approved by the Company's Board of Directors ("Board") in March 2023.

On September 3, 2024, the Board approved a new stock repurchase program pursuant to which the Company is authorized to repurchase up to $ 15.0 million of its common stock, including excise tax, through open market and privately negotiated transactions.

The stock repurchase program will expire on February 1, 2025 .

During the third quarter of fiscal 2024, the Company repurchased 3.6 million shares at a total cost, including fees, of $ 10.2 million under this stock repurchase program.

The Inflation Reduction Act of 2022 imposed a nondeductible 1 % excise tax on the net value of certain share repurchases made after December 31, 2022.

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

Termination of Noncontributory Pension Plan

The applicable excise tax is 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 November 2, 2024 , the Company had accrued $ 0.1 million for the payment of excise taxes.

Termination of Retirement Plans

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.

in May 2002, the Company assumed the assets and liabilities of the frozen 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.

Qualified Plan (the “Pension Plan”) and the frozen Casual Male Supplemental Executive Retirement Plan ("SERP").

In the second quarter of fiscal 2023, the Company's Board of Directors approved the termination of these frozen plans.

In the second quarter of fiscal 2023, the Company completed a partial settlement of the Pension Plan through the purchase of nonparticipating annuities.

In connection with the partial settlement, 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.

In the third quarter of fiscal 2023, the Company completed the termination of the SERP though the purchase of a nonparticipating annuity.

In connection with the SERP termination, the Company made a cash contribution of $ 0.4 million and recognized a loss on the termination of the plan of $ 57,000 in the third quarter of fiscal 2023, which included the recognition of the unrealized loss of $ 31,000 in Accumulated Other Comprehensive Loss.

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