What changed in this filing

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Item 1. Financial Statements

2025-05-29 compared with 2024-11-22 · 121 added, 227 removed, 335 unchanged (51% of the section changed)

3 unchanged sentences

(In thousands, except share data)

November 2, 2024

February 1, 2025

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, 79,362,021 and 79,033,378 shares issued at November 2, 2024 and February 3, 2024, respectively

Common stock, $ 0.01 par value, 125,000,000 shares authorized, 79,635,025 and 79,403,349 shares issued at May 3, 2025 and February 1, 2025, respectively

Additional paid-in capital

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

Treasury stock at cost, 25,908,533 shares at May 3, 2025 and February 1, 2025

Accumulated deficit

6 unchanged sentences

For the Three Months Ended

For the Nine Months Ended

November 2, 2024

October 28, 2023

November 2, 2024

October 28, 2023

(Fiscal 2025)

(Fiscal 2024)

(Fiscal 2023)

Cost of goods sold including occupancy costs

3 unchanged sentences

Operating income (loss)

Loss on termination of retirement plans

Interest income, net

2 unchanged sentences

Net income (loss)

Net income per share - basic

Net income per share - diluted

Net income (loss) per share - basic

Net income (loss) per share - diluted

Weighted-average number of common shares outstanding:

1 unchanged sentence

DESTINATION XL GROUP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

For the Three Months Ended

For the Nine Months Ended

November 2, 2024

October 28, 2023

November 2, 2024

October 28, 2023

(Fiscal 2024)

(Fiscal 2023)

(Fiscal 2024)

(Fiscal 2023)

Net income (loss)

Other comprehensive income before taxes:

Retirement plans

Recognized loss on termination of retirement plans

Other comprehensive income before taxes

Tax effect related to items of other comprehensive income

Other comprehensive income, net of tax

Comprehensive income (loss)

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

DESTINATION XL GROUP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

4 unchanged sentences

Stock compensation expense

Restricted stock units (RSUs) granted for achievement of performance-based

compensation, reclassified from liability to equity

Issuance of common stock, upon RSUs release

1 unchanged sentence

Exercise of stock options

Repurchase of common stock

Balance at May 3, 2025

Board of directors' compensation

Stock compensation expense

Exercise of stock options

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.

3 unchanged sentences

Treasury Stock

Comprehensive

Balance at January 28, 2023

Balance at February 3, 2024

Board of directors' compensation

Stock compensation expense

Restricted stock units (RSUs) granted for achievement of performance-based

compensation, reclassified from liability to equity

Issuance of common stock, upon RSUs release

1 unchanged sentence

Exercise of stock options

Other comprehensive income, net of taxes

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

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

Repurchase of common stock

Balance at May 4, 2024

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

2 unchanged sentences

(In thousands)

November 2, 2024

October 28, 2023

(Fiscal 2025)

1 unchanged sentence

Cash flows from operating activities:

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

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used for 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 provided by operating activities

Net cash used for operating activities

Cash flows from investing activities:

3 unchanged sentences

Maturity of short-term investments

Net cash used for investing activities

Net cash provided by (used for) investing activities

Cash flows from financing activities:

17 unchanged sentences

In the opinion of management of Destination XL Group, Inc., a Delaware corporation (collectively with its subsidiaries, referred to as the “Company”), the accompanying unaudited Consolidated Financial Statements contain all adjustments necessary for a fair presentation of the interim financial statements.

These financial statements do not include all disclosures associated with annual financial statements and, accordingly, should be read in conjunction with the notes to the Company’s audited Consolidated Financial Statements for the fiscal year ended February 3, 2024 included in the Company’s Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on March 21, 2024.

These financial statements do not include all disclosures associated with annual financial statements and, accordingly, should be read in conjunction with the notes to the Company’s audited Consolidated Financial Statements for the fiscal year ended February 1, 2025 included in the Company’s Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission ("SEC") on March 20, 2025.

The information set forth in these statements may be subject to normal year-end adjustments.

3 unchanged sentences

The Company’s fiscal year is a 52- or 53- week period ending on the Saturday closest to January 31.

Fiscal 2024 is a 52-week period ending on February 1, 2025 and fiscal 2023 was a 53-week period ending on February 3, 2024.

Fiscal 2025 and fiscal 2024 are both 52-week periods ending on January 31, 2026 and February 1, 2025, respectively.

Segment Information

1 unchanged sentence

its stores and its direct business.

The Company considers its stores and direct operating segments to be similar in terms of economic characteristics, production processes and operations, and has therefore aggregated them into one reportable segment, retail segment, consistent with its omni-channel business approach.

The Company considers its stores and direct business operating segments to be similar in terms of economic characteristics, production processes and operations, and has therefore aggregated them into one reportable segment consistent with its integrated commerce business approach.

See Note 10, Segment Disclosures.

Cash and Cash Equivalents

6 unchanged sentences

Cash and cash equivalents include amounts due from third party financial institutions, which from time to time, may be in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limits.

The Company is potentially exposed to a concentration of credit risk when cash and cash equivalent deposits in these financial institutions are in excess of FDIC limits.

The Company is potentially exposed to a concentration of credit risk when cash and cash equivalent deposits in these financial institutions are in excess of FDIC insurance limits.

The Company considers the credit risk associated with these financial instruments to be minimal as cash and cash equivalents are held by financial institutions with high credit ratings and it has not historically sustained any credit losses associated with its cash and cash equivalents balances.

15 unchanged sentences

See Note 9, Fair Value Measurement for information regarding the fair value of certain financial assets.

Accumulated Other Comprehensive Income (Loss) - (“AOCI”)

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

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

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

Other comprehensive income before

reclassifications, net of taxes

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

Amounts reclassified from accumulated other

comprehensive income, net of taxes (2)

Other comprehensive income for the period

Balance at end of quarter

(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.

(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 all periods presented.

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

4 unchanged sentences

The values derived from using the Black-Scholes model are recognized as an expense over the vesting period, net of estimated forfeitures.

The estimation of stock-based awards

that will ultimately vest requires judgment.

The estimation of stock-based awards that will ultimately vest requires judgment.

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 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

86.3 % - 92.1 %

Risk-free interest rate

3.71 %- 4.42 %

Expected term

Dividend rate

Weighted average fair value of options granted

There were no grants of stock options in the first three months of fiscal 2025 and fiscal 2024.

Impairment of Long-Lived Assets

3 unchanged sentences

The Company assesses the recoverability of the assets by determining whether the carrying value of such assets over their respective remaining lives can be recovered through projected undiscounted future cash flows.

The model for undiscounted future cash flows includes assumptions, at the individual store level, with respect to expectations for future sales and gross margin rates as well as an estimate for occupancy costs used to estimate the fair value of the respective store’s operating lease right-of-use asset.

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 nine months of fiscal 2024 and fiscal 2023.

There were no impairments or non-cash gains recognized in the first three months of fiscal 2025 and fiscal 2024.

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 $ 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.

Advertising expense, which is included in selling, general and administrative expenses, was $ 6.4 million and $ 7.3 million for the first three months of fiscal 2025 and fiscal 2024, 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.

ROU 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.

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.

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.

The Company elected the lessee non-lease component separation practical expedient, which permits the Company to not separate non-lease components from the lease components to which they relate.

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 November 2, 2024 , the Company had no short-term leases.

At May 3, 2025 , 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.

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.

3 unchanged sentences

Recently Issued Accounting Pronouncements - Not Yet Adopted

In July 2023, the FASB issued ASU 2023-03, Presentation of Financial Statements (Topic 205), Income Statement - Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation - Stock Compensation (Topic 718):

Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No.

120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 - General Revision of Regulation S-X:

Income or Loss Applicable to Common Stock , which amends or supersedes various SEC paragraphs within the Accounting Standards Codification to conform to past SEC announcements and guidance issued by the SEC.

The ASU does not provide any new guidance, and as such, there is no transition effective date.

ASU 2023-03 is not expected to have a material impact on the Company's Consolidated Financial Statements.

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements:

In October 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-06, Disclosure Improvements:

Codification Amendment in Response to the SEC ’ s Disclosure Update and Simplification Initiative .

ASU-2023-06 incorporates several disclosure and presentation requirements currently residing in the SEC Regulations S-X and S-K.

The amendments will be applied prospectively and are effective when the SEC removes the related requirements from Regulations S-X or S-K.

ASU-2023-06 incorporates several disclosure and presentation requirements currently residing in SEC Regulations S-X and S-K.

The amendments will be applied prospectively and will be effective when the SEC removes the related requirements from Regulations S-X or S-K.

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 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 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.

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

Early adoption is permitted.

This ASU will be effective with our annual disclosures for fiscal 2025.

The ASU allows for adoption on a prospective basis, with a retrospective option.

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

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.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 2 20-40) ("ASU 2024-03"), 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.

I n January 2025, the FASB issued ASU 2025-01 , Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date (“ASU 2025-01”).

ASU 2024-03, as clarified by ASU 2025-01, will be effective for our annual financial statements beginning in fiscal 2027 and interim periods beginning in fiscal 2028.

We are currently evaluating the impact of this accounting standard on our financial statement presentation and its related disclosures.

There were no other new accounting pronouncements, issued or effective during the first three months of fiscal 2025, 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 $ 1.8 million and $ 3.2 million at November 2, 2024 and February 3, 2024, respectively.

The gift card liability, net of breakage, was $ 2.6 million and $ 3.3 million at May 3, 2025 and February 1, 2025, 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 $ 1.0 million and $ 1.7 million at November 2, 2024 and February 3, 2024, respectively.

The Company's legacy loyalty program ended at the end of fiscal 2024 and all unused loyalty points and certificates were expired.

The Company's new loyalty program launched at the start of fiscal 2025.

As such, at February 1, 2025 there was no outstanding loyalty accrual.

The loyalty accrual, net of breakage, was $ 0.5 million at May 3, 2025.

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

1 unchanged sentence

Disaggregation of Revenue

As noted above under Segment Information in Note 1, the Company’s business consists of one reportable segment, its retail segment.

As noted above under Segment Information in Note 1, Basis of Presentation , the Company’s business consists of one reportable segment.

Substantially all of the Company’s revenue is generated from its stores and direct businesses.

1 unchanged sentence

For the Three Months Ended

For the Nine Months Ended

(in thousands)

November 2, 2024

October 28, 2023

November 2, 2024

October 28, 2023

Credit Agreement with Citizens Bank, N.A.

2 unchanged sentences

The Company’s ability to borrow under the Credit Facility is determined using an availability formula based on eligible assets .

B orrowings under the Credit Facility bear interest at either a Base Rate loan or Daily Simple SOFR rate, at the Company's option.

B orrowings under the Credit Facility bear interest at either a Base Rate or Daily Simple SOFR rate, at the Company's option.

Base Rate loans will bear interest at a rate equal to (i) the greater of:

4 unchanged sentences

The Company’s obligations under the Credit Facility are secured by a lien on substantially all of its assets.

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 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 % .

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 3, 2025 , the Company had no borrowings outstanding under the Credit Facility and unused availability was $ 77.1 million.

The Company had no borrowings during the first three months of fiscal 2025, resulting in an average unused excess availability of approximately $ 68.7 million.

Outstanding standby letters of credit were $ 4.2 million at May 3, 2025.

At May 3, 2025, the Company’s prime-based interest rate was 7.75 % .

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

As of May 3, 2025, 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 nine months ended November 2, 2024 and October 28, 2023:

The following table is a summary of the Company’s components of net lease cost for the three months ended May 3, 2025 and May 4, 2024:

For the three months ended

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 nine months ended November 2, 2024 and October 28, 2023 was as follows:

Supplemental cash flow and balance sheet information related to leases as of and for the first three months ended May 3, 2025 and May 4, 2024 was as follows:

(dollars in thousands)

For the Nine Months Ended

For the three months ended

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

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

November 2, 2024

October 28, 2023

Weighted average remaining lease term

Weighted average discount rate

(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.

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 November 2, 2024:

(1) The cash paid for the first three months of fiscal 2025 and fiscal 2024 included prepaid rent of $ 4.5 million and $ 4.3 million, respectively.

(in thousands)

5 unchanged sentences

Long-term lease obligations

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 .

As of May 3, 2025 , the Company had entered into 4 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 third quarter of fiscal 2025 .

Long-Term Incentive Plans

7 unchanged sentences

2022-2024 LTIP

The performance targets for the Company’s 2021-2023 LTIP were approved by the Compensation Committee of the Board of Directors (the "Compensation Committee”) on March 8, 2021, and covered a three-year period performance period, which ended on February 3, 2024.

The performance target for the Company’s 2022-2024 LTIP was approved by the Compensation Committee of the Board of Directors (the "Compensation Committee”) on April 9, 2022, and covered a three-year period performance period, which ended on February 1, 2025.

The time-vested portion of the 2022-2024 LTIP vests in four annual installments, with the remaining installment vesting on April 1, 2026.

On March 19, 2025, the Compensation Committee approved a grant of awards, effective April 1, 2025, equal to $ 2.4 million for the achievement of the performance target for the 2022-2024 LTIP.

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 award was granted in a combination of 50 % cash and 50 % restricted stock units ("RSUs").

All awards are subject to further vesting through August 31, 2025.

In connection with the grant of 799,349 RSUs, the Company reclassified $ 1.0 million of its liability accrual from “Accrued expenses and other current liabilities” to “Additional paid-in capital” in the first quarter of fiscal 2025.

See the Consolidated Statement of Changes in Stockholders’ Equity.

At May 3, 2025 , the Company had three active LTIPs:

the 2023-2025 LTIP, the 2024-2026 LTIP and the 2025-2027 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 LTIP were established and approved by the Compensation Committee on April 9, 2022, May 1, 2023 and April 1, 2024, respectively.

Performance targets for the 2023-2025 LTIP, the 2024-2026 LTIP and the 2025-2027 LTIP were established and approved by the Compensation Committee with an effective date of May 1, 2023, April 1, 2024, and April 1, 2025, 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, 49 months and 49 months, respectively.

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.

At May 3, 2025 , the Company had accrued $ 0.4 million under the 2024-2026 LTIP for the performance-based award.

There was no accrual for performance-based awards under the 2023-2025 LTIP and the 2025-2027 LTIP.

Stock-Based Compensation

4 unchanged sentences

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.

At May 3, 2025 , 21,270,538 shares were authorized under the 2016 Plan, of which 4,385,562 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 nine months of fiscal 2024:

The following tables summarize the share activity and stock option activity for the first three months of fiscal 2025:

Share Units (3)

5 unchanged sentences

Outstanding non-vested shares at end of quarter

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

(1) During the first three months of fiscal 2025, grants primarily related to the grant of time-based RSUs under its 2025-2027 LTIP and the grants of awards under the 2022-2024 LTIP in connection with the achievement of the performance target.

See Note 5, Long-Term Incentive Plans .

6 unchanged sentences

Each subsequent tranche will vest upon achievement of the 30-day volume-weighted closing price of the Company's common stock in $0.25 increments with the ninth tranche vesting when such price is equal to or greater than $ 8.50 per share.

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 was expensed over the respective derived service periods of each tranche which ranged from 12 to 13 months.

Any unvested PSUs will expire on August 11, 2026.

The $ 2.4 million grant-date 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 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 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.

The Company granted 14,824 shares of common stock, with a fair value of approximately $ 39,432 , to certain of its non-employee directors as compensation in lieu of cash in the first three months of fiscal 2025.

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 $ 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.

The Company recognized total stock-based compensation expense of $ 0.3 million and $ 0.9 million for the first three months of fiscal 2025 and fiscal 2024, respectively.

The total compensation cost related to awards not yet recognized as of May 3, 2025 was approximately $ 3.1 million, net of estimated forfeitures, which will be expensed over a weighted average remaining life of 36 months.

Equity and Earnings per Share

1 unchanged sentence

For the three months ended

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.

(1) Common stock equivalents of 2.5 million for the first quarter of fiscal 2025 were excluded from the determination of diluted weighted average common shares outstanding due to the net loss reported for the first quarter of fiscal 2025.

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 and restricted stock units had an anti-dilutive effect.

For the three months ended

For the nine months ended

November 2, 2024

October 28, 2023

November 2, 2024

October 28, 2023

(in thousands, except exercise prices)

4 unchanged sentences

$ 4.48 - $ 6.59

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.

The above options, which were outstanding at May 3, 2025 , expire from September 11, 2026 to March 20, 2033 .

Excluded from the computation of basic and diluted earnings per share were 573,000 shares for the first three months of fiscal 2025 and 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, 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.

In addition, 493,327 shares and 444,281 shares of deferred stock at May 3,

2025 and May 4, 2024 , 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.

The Company's tax provision for income taxes for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any.

The Company's income tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any.

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 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.

For the first three months of fiscal 2025 and 2024, the Company’s effective tax rate was 39.7 % and 30.4 % , respectively.

The increase in the effective tax rate for the first quarter of fiscal 2025, as compared to the first quarter of fiscal 2024, was primarily due to permanent book-to-tax differences.

While in dollars, these permanent book-to-tax differences are down, the impact as a percentage of our estimated annual pretax income is greater.

Fair Value Measurement

At November 2, 2024 and February 3, 2024, the Company held U.S.

At May 3, 2025 and February 1, 2025, 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 November 2, 2024:

Short-term investments:

At May 1, 2025

At February 1, 2025

Cash equivalents

Short-term investments

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.

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 frozen Casual Male Noncontributory Pension Plan “Casual Male Corp.

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

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.

Segment Disclosures

The Company sells clothing, footwear and accessories to big + tall men through its stores and direct business, which includes its website, mobile app and certain marketplaces.

The Company has identified its stores and its direct business as two separate operating segments.

Resources are allocated and performance is assessed by our President and Chief Executive Officer , whom we have determined to be our Chief Operating Decision Maker (the "CODM").

The CODM evaluates the performance of the Company's operating segments and allocates resources based on sales performance, merchandise margins and 4-wall contribution, a non-GAAP measure.

The accounting policies are the same as those described in the Note A, Summary of Significant Accounting Policies included in the Company's consolidated financial statements for the year ended February 1, 2025.

The Company defines 4-wall contribution, which the CODM considers the performance measure for segment profitability, as segment revenues less cost of goods sold, occupancy costs and selling expenses.

We aggregate our two operating segments because they are economically similar.

Both segments sell the same merchandise, at the same pricing, and share the same customer base, production, advertising spend and distribution.

Our distribution channels are available to our customers regardless of how they initiate their transaction.

Through our mobile app or website, a customer can initiate a purchase online and that purchase could be filled either by the distribution center or one of our stores.

Similarly, a customer also has the option to pick up in store or have the merchandise shipped directly to them.

The 4-wall contribution margin for each segment is materially similar, further supporting the economic similarity of these two operating segments and that no additional value would be provided by reporting the segments separately.

The following table is a summary of our segment disclosures and a reconciliation of 4-wall contribution (a non-GAAP measure) to net income, a GAAP measure:

For the three months ended

(in thousands)

Cost of goods sold

Occupancy costs

Store compensation

Other selling expenses

4-wall contribution (non-GAAP)

Corporate G&A

Distributing and supporting G&A

Depreciation and amortization

Interest income, net

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

Provision (benefit) for income taxes

Net income (loss) (GAAP)

The CODM does not receive information about assets at the segment level because the Company's assets are managed at a consolidated level by department as opposed to by segment.

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