What changed in this filing

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Item 1. Financial Statements

2025-08-27 compared with 2025-05-29 · 129 added, 66 removed, 390 unchanged (33% of the section changed)

3 unchanged sentences

(In thousands, except share data)

August 2, 2025

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, 79,635,025 and 79,403,349 shares issued at May 3, 2025 and February 1, 2025, respectively

Common stock, $ 0.01 par value, 125,000,000 shares authorized, 79,725,568 and 79,403,349 shares issued at August 2, 2025 and February 1, 2025, respectively

Additional paid-in capital

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

Treasury stock at cost, 25,908,533 shares at August 2, 2025 and February 1, 2025

Accumulated deficit

6 unchanged sentences

For the Three Months Ended

For the Six Months Ended

August 2, 2025

August 3, 2024

August 2, 2025

August 3, 2024

(Fiscal 2025)

(Fiscal 2024)

(Fiscal 2025)

(Fiscal 2024)

Cost of goods sold including occupancy costs

24 unchanged sentences

Balance at May 3, 2025

Board of directors' compensation

Stock compensation expense

Issuance of common stock, upon RSUs release

Balance at August 2, 2025

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

11 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.

2 unchanged sentences

(In thousands)

August 2, 2025

August 3, 2024

(Fiscal 2025)

2 unchanged sentences

Net income (loss)

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

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

Amortization of deferred debt issuance costs

10 unchanged sentences

Accrued expenses and other liabilities

Net cash used for operating activities

Net cash provided by (used for) operating activities

Cash flows from investing activities:

6 unchanged sentences

Repurchase of common stock, excluding excise taxes

Excise taxes paid on repurchase of common stock

Tax withholdings paid related to net share settlements

1 unchanged sentence

Net cash used for financing activities

Net decrease in cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents:

24 unchanged sentences

Cash and Cash Equivalents

Cash and cash equivalents consist of cash in banks and short-term investments, which have a maturity of ninety days or less when acquired.

Cash and cash equivalents consist of cash in banks and short-term investments, which have a maturity of 90 days or less when acquired.

Included in cash equivalents are credit card and debit card receivables from banks, which generally settle within two to four business days.

30 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 2025 and fiscal 2024.

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

Impairment of Long-Lived Assets

5 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 2025 and fiscal 2024.

There were no impairments or non-cash gains recognized in the first six 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 $ 6.4 million and $ 7.3 million for the first three months of fiscal 2025 and fiscal 2024, respectively.

Advertising expense, which is included in selling, general and administrative expenses, was $ 7.0 million and $ 11.0 million for second quarter of fiscal 2025 and fiscal 2024, respectively, and was $ 13.5 million and $ 18.3 million for the first six months of fiscal 2025 and fiscal 2024, respectively.

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

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.

ROU assets and lease liabilities are recognized at the commencement date based on the present value of the remaining future minimum lease payments and 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 May 3, 2025 , the Company had no short-term leases.

At August 2, 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.

2 unchanged sentences

Renewal options are not included in the lease term for automobile and equipment leases because they are not considered reasonably certain of being exercised at lease commencement.

Renewal options were not considered for the Company’s corporate headquarters and distribution center lease, which was entered into in 2006 and was for an initial 20 -year term .

At the end of the initial term, the Company will have the opportunity to extend this lease for six additional successive periods of five years .

As discussed in Note 4, Leases , during the second quarter of fiscal 2025 the Company amended its lease agreement for the Company's corporate headquarters and distribution center to extend the lease term from February 1, 2026 to January 31, 2033 .

At the end of the first extension term, the Company will have the opportunity to extend this lease for three additional successive periods of five years.

The renewal options were not considered reasonably certain at the time of the lease remeasurement.

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

10 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 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.

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 subject to the reporting requirements of Regulations S-X and S-K.

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 disclosu res.

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

This ASU will be effective with the Company's 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.

The Company is currently evaluating the impact of adopting this accounting standard on its financial statements and related disclosures.

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.

1 unchanged sentence

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.

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

The Company is currently evaluating the impact of this accounting standard on its financial statement presentation and related disclosures.

There were no other new accounting pronouncements, issued or effective during the first six months of fiscal 2025, which had or are expected to have a significant impact on the Company’s Consolidated Financial Statements.

Revenue Recognition

8 unchanged sentences

The liability is relieved and net sales are recorded upon redemption by the customer.

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 $ 2.6 million and $ 3.3 million at May 3, 2025 and February 1, 2025, respectively.

Based o n 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 $ 2.2 million and $ 3.3 million at August 2, 2025 and February 1, 2025, 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 be redeemed or expire.

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

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

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 legacy loyalty program ended at th e 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.

The loyalty accrual, net of breakage, was $ 0.5 million at August 2, 2025.

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)

August 2, 2025

August 3, 2024

August 2, 2025

August 3, 2024

Credit Agreement with Citizens Bank, N.A.

The Company has a credit facility with Citizens Bank, N.A, which provides for a $ 125.0 million secured, asset-based credit facility with a maturity date of October 28, 2026 (the "Credit Facility").

The maximum committed borrowing of $ 125.0 million includes a sublimit of $ 20.0 million for commercial and standby letters of credit and a sublimit of up to $ 15.0 million for swing line loans.

The Company has a credit facility with Citizens Bank, N.A (the "Credit Facility").

Through the end of the second quarter of fiscal 2024, the borrowing commitment under the Credit Facility was $ 125.0 million and was to expire on October 28, 2026 .

Subsequent to the end of the second quarter of fiscal 2025, the Credit Facility was amended to extend the maturity date of the Credit Facility to August 13, 2030 and reduce the borrowing commitment under the Credit Facility from $ 125.0 million to $ 100.0 million, see Note 11 - Subsequent Event for a further description of the amendment.

The Credit Facility includes a sublimit of $ 20.0 million for commercial and standby letters of credit and a sublimit of up to $ 15.0 million for swing line loans, which was reduced to $10.0 million as part of the amendment on August 13, 2025.

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

6 unchanged sentences

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

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 % .

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 2, 2025 , the Company had no borrowings outstanding under the Credit Facility and unused availability was $ 70.1 million.

The Company had no borrowings during the first six months of fiscal 2025, resulting in an average unused excess availability of approximately $ 71.8 million.

Outstanding standby letters of credit were $ 4.2 million at August 2, 2025.

At August 2, 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.

The store leases typically have initial terms of 5 years to 10 years , with options that usually permit renewal for additional five-year periods.

The initial term of the lease for the corporate headquarters is for 20 years, with the opportunity to extend for six additional consecutive periods of five years , beginning in fiscal 2026 .

In the second quarter of fiscal 2025, the Company extended the term of its corporate lease from February 1, 2026 to January 31, 2033 , with the opportunity to extend for three additional consecutive periods of five years .

In connection with the lease amendment to extend the term of the lease, the landlord provided the Company with an improvement allowance in an amount up to $ 4.7 million, which has been included as an offset to the ROU asset and will be amortized as a reduction to rent expense over the lease term.

The Company also leases certain equipment and other assets under operating leases, typically with initial terms of 3 to 5 years .

2 unchanged sentences

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.

As of August 2, 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 months ended May 3, 2025 and May 4, 2024:

The following table is a summary of the Company’s components of net lease cost for the three and six months ended August 2, 2025 and August 3, 2024, respectively:

For the three months ended

For the six months ended

August 2, 2025

August 3, 2024

August 2, 2025

August 3, 2024

(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 three months ended May 3, 2025 and May 4, 2024 was as follows:

Supplemental cash flow and balance sheet information related to leases as of and for the first six months ended August 2, 2025 and August 3, 2024 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:

August 2, 2025

August 3, 2024

Operating cash flows for operating leases (1)

1 unchanged sentence

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

August 2, 2025

August 3, 2024

Weighted average remaining lease term

Weighted average discount rate

(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.

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 3, 2025:

(1) The cash paid for the first six months of fiscal 2025 and fiscal 2024 included prepaid rent of $ 4.6 million and $ 4.3 million, respectively.

(in thousands)

5 unchanged sentences

Long-term lease obligations

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

14 unchanged sentences

See the Consolidated Statement of Changes in Stockholders’ Equity.

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

At August 2, 2025 , the Company had three active LTIPs:

the 2023-2025 LTIP, the 2024-2026 LTIP and the 2025-2027 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, 49 months and 49 months, respectively.

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.

At August 2, 2025 , the Company had accrued $ 0.2 million under the 2024-2026 LTIP and $ 0.1 million under the 2025-2027 LTIP for performance-based awards.

There was no accrual for performance-based awards under the 2023-2025 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 May 3, 2025 , 21,270,538 shares were authorized under the 2016 Plan, of which 4,385,562 shares remained available for grant.

At August 2, 2025 , 21,270,538 shares were authorized under the 2016 Plan, of which 4,405,907 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 three months of fiscal 2025:

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

Share Units (3)

5 unchanged sentences

Outstanding non-vested shares at end of quarter

(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.

(1) During the first six 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 .

9 unchanged sentences

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

a weighted historical volatility of 57.8 %, a term of 3 years, stock price on the date of grant of $ 4.98 per share, a risk-free rate of 4.6 % and a cost of equity of 11.0 %.

a weighted historical volatility of

57.8 %, a term of 3 years, stock price on the date of grant of $ 4.98 per share, a risk-free rate of 4.6 % and a cost of equity of 11.0 %.

(4) Represented compensation, with a fair value of $ 121,493 , to certain directors, who are required to receive shares in lieu of cash, in order to satisfy their minimum equity ownership under the Non-Employee Director Compensation Plan.

12 unchanged sentences

Non-Employee Director Compensation Plan

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.

The Company granted 34,107 shares of common stock, with a fair value of approximately $ 61,993 , to certain of its non-employee directors as compensation in lieu of cash in the first six 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 $ 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.

The Company recognized total stock-based compensation expense of $ 0.7 million and $ 1.8 million for the first six months of fiscal 2025 and fiscal 2024, respectively.

The total compensation cost related to awards not yet recognized as of August 2, 2025 was approximately $ 2.5 million, net of estimated forfeitures, which will be expensed over a weighted average remaining life of 34 months.

Equity and Earnings per Share

1 unchanged sentence

For the three months ended

For the six months ended

August 2, 2025

August 3, 2024

August 2, 2025

August 3, 2024

(in thousands )

3 unchanged sentences

Diluted weighted average common shares outstanding

(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.

(1) Common stock equivalents of 2.2 million and 2.4 million for the second quarter and first six months of fiscal 2025, respectively, were excluded from the determination of diluted weighted average common shares outstanding due to the net loss reported in each period.

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 six months ended

August 2, 2025

August 3, 2024

August 2, 2025

August 3, 2024

(in thousands, except exercise prices)

4 unchanged sentences

$ 4.48 - $ 6.59

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.

$ 1.85 - $ 6.59

$ 4.48 - $ 6.59

The above options, which were outstanding at August 2, 2025 , expire from September 11, 2026 to March 20, 2033 .

Excluded from the computation of basic and diluted earnings per share for the second quarter and first six months of fiscal 2025 and fiscal 2024 were 573,000 performance stock units.

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, 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.

In addition, 524,309 shares and 455,469 shares of deferred stock at August 2, 2025 and August 3, 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.

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 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.

For the first six months of fiscal 2025 and 2024, the Company’s effective tax rate was 4.6 % and 32.3 % , respec tively.

The effective tax rate for the first six months of fiscal 2025 reflects an annual effective tax rate estimate of 6.9 %, net of discrete items and the impact of permanent book-to-tax differences.

On an annual basis, while in dollars these permanent book-to-tax differences are down, the impact as a percentage of our estimated annual pretax earnings is greater.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted in the U.S.

The legislation permanentl y extends certain expiring provisions of the Tax Cuts and Jobs Act, alters aspects of the U.S.

international tax regime, and reinstates certain business tax provisions, among other changes.

The OBBBA has multiple effective dates, with provisions becoming effective in 2025 through 2027.

There was no impact to the consolidated financial statements for the second quarter and first six months of fiscal 2025.

The Company is currently assessing the OBBBA’s expected impact on its consolidated financial statements going forward.

Fair Value Measurement

At May 3, 2025 and February 1, 2025, the Company held U.S.

At August 2, 2025 and February 1, 2025, the Company held U.S.

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

6 unchanged sentences

Short-term investments:

At May 1, 2025

At August 2, 2025

At February 1, 2025

12 unchanged sentences

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:

The following table is a summary of our segment disclosures and a reconciliation of 4-wall contribution to net income:

For the three months ended

For the six months ended

August 2, 2025

August 3, 2024

August 2, 2025

August 3, 2024

(in thousands)

3 unchanged sentences

Other selling expenses

4-wall contribution (non-GAAP)

4-wall contribution

Corporate G&A

4 unchanged sentences

Provision (benefit) for income taxes

Net income (loss) (GAAP)

Net income (loss)

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.

Subsequent Event

Subsequent to the end of the second quarter of fiscal 2025, on August 13, 2025, the Company entered into the Second Amendment to Credit Facility ("Second Amendment"), which amended the Credit Facility.

The Second Amendment amended the Credit Facility to:

(i) reduce the size of the revolving commitments from $ 125.0 million to $ 100.0 million, to more closely align the Credit Facility with the Company's lower inventory levels, which the Company has proactively reduced since fiscal 2020;

(ii) extend the maturity of the Credit Facility from October 28, 2026 to August 13, 2030 ;

(iii) reduce the sublimit for swing-line loans from $15.0 million to $10.0 million and (iv) amend the definition of a "Cash Dominion Event" from its previous definition which required the Company to maintain Availability (as defined in the Credit Facility) at all times greater than 12.5 % of the loan cap to requiring the Company to maintain Availability at all times equal to or greater than the greater of (x) 12.5 % of the revolving loan cap and (y) $ 10.0 million.

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