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Item 2. Management’s Discussion and Analysis

2024-08-08 compared with 2024-05-09 · 135 added, 70 removed, 73 unchanged (74% of the section changed)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

During the second quarter of 2024, we amended and restated our Original ABL Facility which resulted in a restated $175.0 million revolving credit facility and a new $50.0 million term facility.

The proceeds from this transaction were used to retire our existing senior secured term loan facility with TCW Asset Management Company, LLC as of April 26, 2024.

This transaction resulted in an expense of $2.6 million, consisting of a loss on extinguishment of term debt in the amount of $1.1 million and a $1.5 million prepayment penalty, which are included in Interest Expense and Other - net within the Unaudited Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2024.

See Note 10 - Long Term Debt to the Unaudited Condensed Consolidated Financial Statements for further information regarding our long-term debt.

During the first quarter of 2023, we divested the Servus brand.

The gain of approximately $1.3 million on the sale of the Servus brand during the first quarter of 2023 was recorded within Interest Expense and Other - net in the Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2023.

The gain of approximately $1.3 million on the sale of the Servus brand was recorded within Interest Expense and Other - net in the Unaudited Condensed Consolidated Statements of Operations for the six months ended June 30, 2023.

Following the sale of the Servus brand, we manufactured Servus product on behalf of the buyer, pursuant to a transition services agreement.

These sales were recorded within our Contract Manufacturing reporting segment and are not expected to recur on an ongoing basis.

The Servus brand was sold to allow us to focus on our more profitable core brands and allocate resources toward growth and development of additional opportunities with those brands moving forward.

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Military through 2026, with the option to extend.

The sales under this contract are included in our Contract Manufacturin g segment.

The first quarter of 2024 is the first full quarter in which shipments were made to the U.S.

Military under this new multi-year contract.

FIRST QUARTER 2024 FINANCIAL HIGHLIGHTS COMPARED TO FIRST QUARTER 2023

Net sales increased 2.2% to $112.9 million;

Gross margin decreased 50-basis points to $44.1 million;

Operating income increased 92% to $8.0 million;

Net income increased to $2.6 million, or $0.34 per diluted share;

Inventory decreased 26% to $165.1 million;

Total debt, net of debt issuance costs, decreased 29% to $156.0 million.

The sales under this contract are included in our Contract Manufacturing reporting segment.

The first quarter of 2024 was the first full quarter in which shipments were made to the U.S.

Military under this multi-year contract.

SECOND QUARTER 2024 FINANCIAL HIGHLIGHTS COMPARED TO SECOND QUARTER 2023

Net sales decreased 1.6% to $98.3 million from the year ago quarter;

Operating income increased 104.7% to $4.5 million from the year ago quarter;

Inventory decreased 20.0% to $175.0 million as of June 30, 2023;

Total debt decreased 31.3% to $152.4 million as of June 30, 2024.

FIRST HALF OF 2024 FINANCIAL HIGHLIGHTS COMPARED TO FIRST HALF OF 2023

Net sales increased 40 basis points to $211.2 million from the year ago period;

Gross margin increased 20 basis points to 38.9% for the six months ending June 30, 2024;

Operating income increased 965 basis points to $12.5 million from the year ago period.

During the three and six months ended June 30, 2024, compared to the same periods last year, our Wholesale segment sales decreased while our Retail segment sales increased, particularly driven by an increase in our branded e-Commerce website sales.

Additionally, our Contract Manufacturing segment sales increased despite a decrease in private label contract sales during the three and six months ended June 30, 2024 due to the aforementioned newly awarded contract with the U.S.

These factors combined with an uptick in Wholesale gross margin resulted in increased gross margin for both the three and six months ended June 30, 2024 compared to the prior year periods.

As a result of cost saving measures and operational efficiencies from strategic restructuring initiatives implemented over the past year, we also saw a reduction in operating expenses as a percentage of net sales.

The decline in operating expenses coupled with increased margin led to increased operating income for both the three and six months ended June 30, 2024 compared to the prior year periods.

RESULTS OF OPERATIONS

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Three Months Ended

Six Months Ended

($ in thousands)

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Income from operations

Gross margin for the three months ended March 31, 2024 was $44.1 million, or 39.1% of net sales, compared to $43.8 million, or 39.6% of net sales for the three months ended March 31, 2023.

The decrease in gross margin was due to a net tariff refund of $1.3 million received in the first quarter of 2023.

When excluding the net tariff refund, gross margins increased 70-basis points compared to the first quarter of 2023.

The increase was primarily driven by the divestiture of the Servus brand in March 2023, which carried lower margins than the rest of our product portfolio (see Note 4 ).

Operating expenses for the three months ended March 31, 2024 were $36.2 million, or 32.0% of net sales, compared to $39.6 million or 35.9% of net sales, for the three months ended March 31, 2023.

The decrease in operating expenses was due to cost-saving reviews and operational efficiencies achieved through strategic restructuring initiatives implemented throughout 2023 as well as lower outbound freight expenses.

Income from operations was $8.0 million or 7.1% of net sales for the three months ended March 31, 2024, compared to $4.2 million, or 3.8% of net sales for the three months ended March 31, 2023.

The increase in operating income as a percentage of sales was due to the aforementioned operating expense savings.

Second quarter net sales decreased 1.6% to $98.3 million compared with $99.8 million in the second quarter of 2023.

The change in net sales was attributable to a $3.2 million decrease in Wholesale net sales, a $1.0 million increase in Retail net sales and a $0.6 million increase in Contract Manufacturing net sales.

Gross margin in the second quarter of 2024 was $38.0 million, or 38.7% of net sales, compared to $37.6 million, or 37.6% of net sales, for the same period last year.

The 110-basis point increase in gross margin as a percentage of net sales was due to an increase of 200-basis points in Wholesale gross margin as well as a higher percentage of Retail net sales, which carry higher gross margins than our Wholesale and Contract Manufacturing segments.

Operating expenses were $33.5 million, or 34.1% of net sales, for the second quarter of 2024 compared to $35.4 million, or 35.4% of net sales, for the same period a year ago.

The decrease in operating expense as a percentage of net sales was largely attributable to the restructuring and savings achieved from the cost-saving initiatives implemented in 2023.

Income from operations for the second quarter of 2024 was $4.5 million, or 4.6% of net sales compared to $2.2 million or 2.2% of net sales for the same period a year ago.

The increase in income from operations was primarily driven by an increase in gross margin in the current year period combined with a decrease in operating expenses.

Net sales for the six months ended June 30, 2024 increased 0.4% to $211.2 million from $210.3 million for the six months ended June 30, 2023.

Wholesale segment sales decreased $3.5 million, Retail segment sales increased $1.9 million and Contract Manufacturing segment sales increased $2.4 million during the first half of the year compared to the prior year period.

The decrease in Wholesale sales for the six months ended June 30, 2024 was mainly attributable to the sales of Servus brand in March 2023.

Gross margin in the second half of 2024 and 2023 was $82.1 million, or 38.9% of net sales and $81.3 million, or 38.7% of net sales, respectively.

The increase in gross margin as a percent of sales was mainly attri butable to increased Retail net sales which carry higher gross margins than the Wholesale and Contract Manufacturing segments.

Operating expenses for the six months ended June 30, 2024 were $69.7 million, or 33.0% of net sales, compared to $75.0 million, or 35.7% of net sales for the six months ended June 30, 2023 .

The reduction in operating expenses as a percentage of net sales during the six months ended June 30, 2024 compared to the year ago period was largely attributable to the restructuring and savings achieved from the cost-saving initiatives implemented in 2023.

Income from operations for the

June 30, 2024

was $12.5 million or 5.9% of net sales compared to $6.4 million or 3.0% of net sales for the same period a year ago.

The increase in income from operations was primarily driven by an increase in gross margin in the current year period combined with a reduction in operating expenses.

Three Months Ended June 30, 2024 compared to Three Months Ended June 30, 2023

Three Months Ended

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Total Net Sales

Wholesale net sales for the three months ended March 31, 2024 were $79.8 million compared to $80.1 million for the three months ended March 31, 2023.

When excluding Servus brand net sales, Wholesale net sales increased 7.0%.

The increase in Wholesale net sales excluding Servus brand net sales for the first quarter of 2024 was a result of inventory levels continuing to stabilize at our retail partners, positively impacting our sell-in.

Retail net sales for the three months ended March 31, 2024 were $30.4 million compared to $29.5 million for the three months ended March 31, 2023.

The increase in Retail net sales for the first quarter of 2024 was due to growth in our direct-to consumer e-commerce business as we focused on our targeted marketing efforts, primarily through digital marketing.

This led to increased brand awareness and allowed us to engage more directly with consumers, which resulted in increased traffic on our branded websites and increased sales for the three months ended March 31, 2024 compared to the prior year period.

Contract Manufacturing net sales for the three months ended March 31, 2024 were $2.7 million compared to $0.9 million for the three months ended March 31, 2023.

The increase was due to a new multi-year contract awarded with the U.S.

Wholesale net sales for the three months ended June 30, 2024 were $68.3 million compared to $71.5 million for the three months ended June 30, 2023 .

The decline in sales from the year-ago period was mainly attributable to non-recurring commercial military sales to a single customer in the second quarter of 2023, which did not occur again in the current year period.

Retail net sales for the three months ended June 30, 2024 were $26.1 million compared to $25.1 million for the three months ended June 30, 2023 .

The increase in Retail net sales for the second quarter of 2024 was due to continued growth in our e-commerce business as we focused on targeted marketing efforts, primarily through digital marketing.

Contract Manufacturing net sales for the three months ended June 30, 2024 were $3.9 million compared to $3.3 million for the three months ended June 30, 2023 .

The increase was due to a multi-year contract awarded with the U.S.

Military in the fourth quarter of 2023.

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Total Margin $'s

Wholesale gross margin for the three months ended March 31, 2024 was $29.0 million, or 36.4% of net sales, compared to $29.3 million, or 36.6% of net sales for the three months ended March 31, 2023.

When excluding the $1.3 million net tariff refund received in the first quarter of 2023, Wholesale gross margins increased 140-basis points.

The increase in Wholesale margins excluding the net tariff refund was due to the divestiture of the Servus brand in March 2023, which carried lower gross margins than the rest of our product portfolio, as well as product mix.

Retail gross margin for each of the three months ended March 31, 2024 and 2023 remained consistent at 48.7% of net sales.

Contract Manufacturing gross margin for the three months ended March 31, 2024 was $0.3 million, or 11.7% of net sales, compared to $0.07 million, or 8.1% of net sales for the three months ended March 31, 2023.

The increase was due to a new multi-year contract awarded with the U.S.

military in the fourth quarter of 2023.

Wholesale gross margin for the three months ended June 30, 2024 was $25.4 million, or 37.3% of net sales, compared to $25.2 million, or 35.2% of net sales, for the three months ended June 30, 2023 .

The increase in Wholesale gross margin was due to product mix as well as improved efficiencies at our manufacturing facilities and lower costs from our sourced factories over the last six months due to increased production.

Retail gross margin for the three months ended June 30, 2024 was $12.2 million, or 46.9% of net sales, compared to $12.2 million, or 48.7% of net sales for the three months ended June 30, 2023 .

The decrease in gross margin as a percent of sales was mainly attri butable to product mix as combined with enhanced promotional efforts on our branded e-Commerce websites as we aim to optimize our inventory levels.

Contract Manufacturing gross margin for the three months ended June 30, 2024 was $0.4 million, or 9.6% of net sales, compared to $0.2 million, or 5.4% of net sales for the three months ended June 30, 2023 .

The increase in gross margin was driven by increased sales to the U.S.

Military which carried higher margins than private label sales.

Three Months Ended

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OPERATING EXPENSES

Operating Expenses

% of Net Sales

Operating expenses for the three months ended March 31, 2024 were $36.2 million or 32.0% of net sales compared to $39.6 million, or 35.9% of net sales for the three months ended March 31, 2023.

The reduction in operating expenses in the first quarter of 2024 compared to the first quarter of 2023 was attributable to restructuring and cost-savings initiatives implemented in 2023.

Following the complete integration of an acquisition that occurred during the first quarter of 2021, we identified a number of operational synergies and cost savings opportunities, including a reduction in workforce.

In addition to the savings generated from the restructuring efforts, we experienced reduced freight rates during the three months ended March 31, 2024 compared to the year ago period, leading to lower outbound freight expense for the current period.

Operating expenses for the three months ended June 30, 2024 were $33.5 million or 34.1% of net sales compared to $35.3 million, or 35.4% of net sales for the three months ended June 30, 2023 .

The reduction in operating expenses in the second quarter of 2024 compared to the second quarter of 2023 was attributable to the restructuring and savings achieved from the cost-saving initiatives implemented in 2023.

Three Months Ended

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INTEREST EXPENSE AND OTHER - net

Other (Expense) Income

Interest expense and other - net for the three months ended March 31, 2023 included a $1.3 million gain on the sale of Servus.

When excluding this gain, interest expense and other - net was $4.7 million for the three months ended March 31, 2024 compared to $6.0 million for the three months ended March 31, 2023.

The decrease was due to lower debt levels in 2024 compared to 2023 as total debt decreased 29% in the first quarter of 2024 compared to the first quarter of 2023.

Interest Expense and Other - net for the three months ended June 30, 2024 was $6.1 million compared to $5.6 million in the year ago period.

The increase in interest expense in the current period was due to a $2.6 million term loan extinguishment charge associated with a prepayment penalty and accelerated amortization of deferred financing fees in connection with paying off our term debt, see Note 10 - Long Term Debt to the Unaudited Condensed Consolidated Financial Statement for more information.

Excluding this $2.6 million term loan extinguishment charge, Interest Expense and Other - net, decreased $2.1 million during the three months ended June 30, 2024 compared to the prior year period as a result of lower debt levels and lower interest rates in the second quarter of 2024 compared to the second quarter of 2023.

Three Months Ended

($ in thousands)

INCOME TAXES:

Income Tax (Benefit) Expense

Effective Tax Rate

The increase in our effective tax rate in the first quarter of 2024 compared to the same year ago period was primarily driven by a shift in the mix of the Company's domestic and foreign earnings.

The increase in our effective tax rate in the second quarter of 2024 compared to the same year ago period was primarily driven by a shift in the mix of the Company's domestic and foreign earnings.

Six Months Ended June 30, 2024 compared to Six Months Ended June 30, 2023

Six Months Ended

($ in thousands)

Contract Manufacturing

Total Net Sales

Wholesale net sales for the six months ended June 30, 2024 were $148.1 million compared to $151.5 million for the six months ended June 30, 2023 .

The decrease in W holesale sales for the six months ended June 30, 2024 was primarily due to the sale of the Servus brand in March 2023 as well as n on-recurring commercial military sales to a single customer in the second quarter of 2023 that were not repeated in the current year period.

Retail net sales for the six months ended June 30, 2024 were $56.5 million compared to $54.6 million for the six months ended June 30, 2023 .

The increase in Retail net sales was primarily due to growth in our e-commerce business as we focused on our targeted marketing efforts, primarily through digital marketing.

This led to increased brand awareness and allowed us to engage more directly with consumers, which resulted in increased traffic on our branded websites and increased sales for the six months ended June 30, 2024 compared to the prior year ago period.

Contract Manufacturing net sales for the six months ended June 30, 2024 were $6.6 million compared to $4.2 million for the six months ended June 30, 2023 .

The increase was due to a multi-year contract awarded with the U.S.

Military in the fourth quarter of 2023.

Six Months Ended

($ in thousands)

GROSS MARGIN:

Wholesale Margin $'s

Retail Margin $'s

Contract Manufacturing Margin $'s

Total Margin $'s

Wholesale gross margin for the six months ended June 30, 2024 was $54.5 million, or 36.8% of net sales, compared to $54.5 million, or 36.0% of net sales for the six months ended June 30, 2023.

The increase in Wholesale gross margin as a percent of sales was due to the divestiture of the Servus brand in March 2023, which carried lower gross margins than the rest of our product portfolio, as well as product mix.

The increase in reported gross margin for the current year period was partially offset by a $1.3 million net tariff refund received in the first quarter of 2023.

Retail gross margin for the six months ended June 30, 2024 was $27.0 million, or 47.8% of net sales, compared to $26.6 million, or 48.7% of net sales for the six months ended June 30, 2023.

The decrease in gross margin as a percent of sales was mainly attri butable to product mix combined with enhanced promotional efforts on our branded e-Commerce websites as we continue to optimize our inventory levels.

Contract Manufacturing gross margin for the six months ended June 30, 2024 was $0.7 million, or 10.4% of net sales, compared to $0.2 million, or 6.0% of net sales for the six months ended June 30, 2024 .

T he increase in gross margin was driven by increased sales with the U.S.

Military which carried higher margins than sales private label sales.

Six Months Ended

($ in thousands)

OPERATING EXPENSES

% of Net Sales

Operating expenses for the six months ended June 30, 2024 were $69.7 million or 33.0% of net sales compared to $75.0 million, or 35.7% of net sales for the six months ended June 30, 2023 .

The reduction in operating expenses during the six months ended June 30, 2024 compared to the year ago period was primarily attributable to restructuring and cost-savings initiatives implemented in 2023 as well as lower outbound freight costs.

Six Months Ended

($ in thousands)

INTEREST EXPENSE AND OTHER - net

Interest Expense and Other - net for the six months ended June 30, 2024 increased $0.5 million compared to the six months ended June 30, 2023.

The increase in interest expense in the current period was partially due to a $2.6 million term loan extinguishment charge associated with a prepayment penalty and accelerated amortization of deferred financing fees in connection with paying off our term debt, see Note 10 - Long Term Debt to the Unaudited Condensed Consolidated Financial Statement for more information.

Additionally, for the six months ended June 30, 2023, we recorded a $1.3 million gain within Interest Expense and Other - net resulting from the sale of the Servus brand.

See Note 4 - Sale of Servus Brand and Related Assets for more information.

Taking these items into consideration, the decrease in Interest Expense and Other - net was attributed to lower debt levels and interest rates in current period compared to the same period last year.

Six Months Ended

($ in thousands)

Income Tax (Benefit) Expense

Effective Tax Rate

The increase in our effective tax rate for the six months ended June 30, 2024 compared to the same year ago period was primarily driven by a shift in the mix of the Company's domestic and foreign earnings.

LIQUIDITY AND CAPITAL RESOURCES

Our principal sources of liquidity have been our income from operations.

During the three months ended March 31, 2024 , our primary use of cash was payments on our credit facilities.

Our principal source of liquidity has been our income from operations.

During the six months ended June 30, 2024 , our primary use of cash was payments on our credit facilities.

Our working capital consists primarily of trade receivables and inventory, offset by short-term debt and accounts payable.

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Our capital expenditures relate primarily to projects relating to our corporate offices, property, merchandising fixtures, molds and equipment associated with our manufacturing and distribution operations and for information technology.

Capital expenditures were $1.2 million and $1.3 million fo r the three months ended March 31, 2024 and 2023, respectively.

Capital expenditures were $2.4 million and $2.3 million fo r the six months ended June 30, 2024 and 2023 , respectively.

We lease certain machinery, a distribution center in Reno, Nevada, and manufacturing facilities under operating leases that generally provide for renewal options.

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Our continued liquidity, however, is contingent upon future operating performance, cash flows and our ability to meet financial covenants under our credit facility.

For more information regarding our credit facility see Note 9 and Note 15 of our Notes to Unaudited Condensed Consolidated Financial Statements.

Three Months Ended

For more information regarding our credit facility see Note 10 - Long Term Debt of our Notes to Unaudited Condensed Consolidated Financial Statements.

Six Months Ended

($ in millions)

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Operating Activities.

Net Cash provided by operating activities for the three months ended March 31, 2024 and March 31, 2023 was $17.4 million and $20.8 million, respectively.

Adjusting for non-cash items, net income provided a cash in-flow of $6.7 million and $1.6 million for the three months ended March 31, 2024 and 2023, respectively.

The net change in working capital and other assets and liabilities resulted in an increase to cash provided by operating activities of $10.7 million for the three months ended March 31, 2024 compared to $19.2 million for the three months ended March 31, 2023.

Decreases in accounts receivable resulted in a source of cash of $6.0 million and $21.9 million for the three months ended March 31, 2024 and 2023, respectively.

The decrease in accounts receivable as a source of cash for the three months ended March 31, 2024 compared to the prior period was due to lower sales during the fourth quarter of 2023 compared to the fourth quarter of 2022 resulting in lower collections in the subsequent quarter as there were less sales to collect upon.

Decreases in inventory resulted in a source of cash of $4.1 million and $5.1 million for the three months ended March 31, 2024 and 2023, respectively.

The decrease in inventory for each of the three month periods was a result of efforts to optimize inventory levels considering supply needs and sales growth.

Changes in accounts payable resulted in a source of cash of $2.8 million for the three months ended March 31, 2024 compared to a use of cash of $4.4 million for the three months ended March 31.

The increase in the first quarter of 2024 compared to the decrease in the first quarter of 2023 was due to increased purchases of certain in demand styles.

Changes in other current assets resulted in a use of cash of $2.7 million and $1.6 million for the three months ended March 31, 2024 and 2023, respectively.

The increase in other current assets for each of the three month periods was due to timing of prepayments.

Net cash provided by operating activities for the six months ended June 30, 2024 and 2023 was $23.9 million and $19.7 million, respectively.

Adjusting for non-cash items, net income provided a cash in-flow of $10.5 million and $2.7 million for the six months ended June 30, 2024 and 2023 , respectively.

The net change in working capital and other assets and liabilities resulted in an increase to cash provided by operating activities of $13.4 million for the six months ended June 30, 2024 compared to an increase of $17.0 million for the six months ended June 30, 2023.

Decreases in accounts receivable provided a source of cash of $13.1 million and $22.5 million for the six months ended June 30, 2024 and 2023 , respectively.

The year-over-year decline in cash generated from accounts receivable was attributed to lower sales during the fourth quarter of 2023 compared to the fourth quarter of 2022.

This reduction in sales led to decreased collections in the subsequent quarter, as there were fewer sales upon which to collect.

An increase in inventory resulted in a use of cash of $5.8 million f or the six months ended June 30, 2024 compared to a decrease of inventory and a source of cash of $10.9 million for the six months ended June 30, 2023 .

The rise in inventory in 2024 was driven by an increase in in-transit inventory at quarter-end as we optimize inventory levels in preparation the second half of the year.

The decrease in inventory in 2023 was a result of efforts to reduce inventory levels to better align our inventory levels with supply needs.

Changes in accounts payable resulted in a source of cash of $7.1 million for the six months ended June 30, 2024 compared to a use of cash of $10.1 million for the six months ended June 30, 2023 .

The change in accounts payable was mainly attributable to the change in purchases resulting in the continuous improvement of our inventory levels and inventory optimization in both years.

Investing Activities.

Net cash used in investing activities for the three months ended March 31, 2024 was $0.3 million and net cash provided by investing activities for the three months ended March 31, 2023 was $16.9 million.

We invested $0.3 million and $0.4 million into capital expenditures related to our manufacturing operations and information technology during the first quarter of 2024 and 2023, respectively.

During the first three months of 2023, the sale of Servus provided net proceeds of $17.3 million .

Net cash used in investing activities for the six months ended June 30, 2024 was $0.4 million, compared to net cash provided by investing activities of $15.6 million for the same period in 2023.

We invested $2.1 million and $1.7 million in capital expenditures for our manufacturing operations and information technology during the six months ended June 30, 2024 and 2023, respectively.

These investments were offset by proceeds from the sale of the Servus brand, totaling $1.7 million in the six months ended June 30, 2024 and $17.3 million in the six months ended June 30, 2023.

Financing Activities.

Net cash used in financing activities for the three months ended March 31, 2024 and March 31, 2023 was $18.5 million and $38.4 million, respectively.

The use of cash was primarily related to payments on our revolving credit facility and term loan.

Net payments on our revolving credit facility and term loan were $17.4 million and $37.3 million during the first quarter of 2024 and 2023, respectively.

Proceeds from the sale of the Servus brand were used to pay down our credit facilities during the first quarter of 2023.

The Company is involved in legal proceedings, arising both in the ordinary course of business as well as various other claims and matters incidental to the Company’s business.

Net cash used in financing activities for the six months ended June 30, 2024 and 2023 was $23.8 million and $37.9 million, respectively.

The use of cash primarily related to payments on our revolving credit facility and term debt, which totaled $20.1 million and $35.6 million for the six months ended June 30, 2024 and 2023, respectively.

The Company is involved in legal proceedings in the ordinary course of business.

Unless otherwise stated, we believe that the likelihood of the resolution being materially adverse to our financial statements is remote and as such have not recorded any contingent liabilities within the accompanying Unaudited Condensed Consolidated Financial Statement.

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Words such as “believe,” “anticipate,” “expect,” “will,” “may,” “should,” “intend,” “plan,” “estimate,” “predict,” “potential,” “continue,” “likely,” “would,” “could” and similar expressions are intended to identify forward-looking statements.

Investors are cautioned that forward-looking statements involve risk and uncertainties including, without limitations, dependence on sales forecasts, changes in consumer demand, seasonality, impact of weather, competition, reliance on suppliers, risks inherent to international trade, changing retail trends, the loss or disruption of our manufacturing and distribution operations, cybersecurity breaches or disruption of our digital systems, fluctuations in foreign currency exchange rates, economic changes, as well as other factors set forth under the caption “Item 1A, Risk Factors” in our Annual Report on Form 10- K for the year ended December 31, 2023 (filed March 15, 2024), and other factors detailed from time to time in our filings with the Securities and Exchange Commission.

Investors are cautioned that forward-looking statements involve risk and uncertainties including, without limitations, dependence on sales forecasts, changes in consumer demand, seasonality, impact of weather, competition, reliance on suppliers, risks inherent to international trade, changing retail trends, the loss or disruption of our manufacturing and distribution operations, cybersecurity breaches or disruption of our digital systems, fluctuations in foreign currency exchange rates, economic changes, as well as other factors set forth under the caption “Item 1A, Risk Factors” in our Annual Report on Form 10- K for the year ended December 31, 2023 (filed March 15, 2024) and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (filed May 9, 2024), and other factors detailed from time to time in our filings with the Securities and Exchange Commission.

Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate.

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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 2. Management’s Discussion and Analysis