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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 11, 2025

 

 

DULUTH HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 

 

 

Wisconsin   001-37641   39-1564801

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

201 East Front Street

Mount Horeb, Wisconsin 53572

(Address of principal executive offices, including zip code)

(608) 424-1544

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Class B Common Stock, No Par Value   DLTH   NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 2.02

Results of Operations and Financial Condition.

On March 13, 2025, Duluth Holdings Inc. (the “Company” or “Duluth Trading”) issued a press release (the “Earnings Press Release”) discussing, among other things, its financial results for its fiscal fourth quarter and fiscal year ended February 2, 2025. A copy of the Earnings Press Release is furnished as Exhibit 99.1 to this report.

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retirement of President and Chief Executive Officer

On March 11, 2025, Mr. Samuel M. Sato informed the Company that he is retiring as President and Chief Executive Officer and as a member of the Board of Directors (the “Board”), with such retirement to be effective on April 25, 2025. Mr. Sato’s decision was not related to any disagreements with the Company or its management on any matters relating to the Company’s operations, policies, or practices. A search process for the selection of a new President and Chief Executive Officer has been initiated by the Company.

Appointment of Chief Executive Officer

The Board appointed Mr. Stephen L. Schlecht as Interim Chief Executive Officer of the Company in addition to his role as Senior Advisor to the Company, effective April 25, 2025, unless the Board appoints a permanent Chief Executive Officer prior to such date. During the transition period, Mr. Schlecht will assume day-to-day leadership of the Company. Mr. Schlecht, age 77, is the Company’s Founder and former Chief Executive Officer. Mr. Schlecht’s biography is set forth under the heading “Proposal One: Election of Directors – Nominees for Director” in the Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on April 5, 2024, which information is incorporated herein by reference. Since January 30, 2023, there have been no transactions, and there are no currently proposed transactions, to which the Company was or is a participant and in which Mr. Schlecht had or is to have a direct or indirect material interest that would require disclosure pursuant to Item 404(a) of Regulation S-K, except as disclosed under the heading “Certain Relationships and Related Party Transactions” in the Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on April 5, 2024, which information is incorporated herein by reference. Mr. Schlecht will receive no additional compensation for serving as Interim Chief Executive Officer.

The Company’s press release announcing Mr. Sato’s retirement and Mr. Schlecht’s appointment is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

 

Item 7.01

Regulation FD Disclosure.

On March 13, 2025, the Company issued an Investor Presentation. A copy of the Investor Presentation is attached as Exhibit 99.3 and is incorporated by reference herein.

The information reported in Items 2.02 and 7.01 of this Form 8-K, including Exhibits 99.1 and 99.3, is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. Further, the information reported in Items 2.02 and 7.01 of this Form 8-K, including the Exhibits 99.1 and 99.3, shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filings.

Forward Looking Information

Certain matters discussed in this Current Report on Form 8-K and other oral and written statements by representatives of the Company including, but not limited to, the Company’s ability to meet its fiscal 2025 expectations (including its ability to achieve its projected net sales, adjusted EBITDA, and diluted EPS) and its ability to execute on its growth strategies and its long-term growth targets, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by the use of words such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “believe,” “estimate,” “project,” “target,” “predict,” “intend,” “future,” “budget,” “goals,” “potential,” “continue,” “design,” “objective,” “forecasted,” “would,” and other similar expressions. The forward-looking statements are not historical facts, and are based upon Duluth Trading’s current expectations, beliefs, estimates, and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond Duluth Trading’s control. Duluth Trading’s expectations, beliefs and projections are expressed in good faith, and Duluth Trading believes there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates, and projections will occur or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.


Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements, including, among others, the risks, uncertainties, and factors set forth under Part 1, Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on March 22, 2024 and other factors as may be periodically described in Duluth Trading’s subsequent filings with the SEC. These risks and uncertainties include, but are not limited to, the following: the impact of inflation and measures to control inflation on our results of operations; the prolonged effects of economic uncertainties on store and website traffic; disruptions to our distribution network, supply chains and operations; failure to effectively manage inventory levels; our ability to maintain and enhance a strong brand and sub-brand image; adapting to declines in consumer confidence, inflation and decreases in consumer spending; disruptions to our e-commerce platform; our ability to meet customer delivery time expectations; our ability to properly allocate inventory throughout our distribution network to fulfill customer demand; our failure to meet our debt covenant ratios; natural disasters, unusually adverse weather conditions, boycotts, prolonged public health crises, epidemics or pandemics and unanticipated events; generating adequate cash from our existing stores and direct sales to support our growth; the impact of changes in corporate tax regulations and sales tax; identifying and responding to new and changing customer preferences; the success of the locations in which our stores are located; effectively relying on sources for merchandise located in foreign markets; transportation delays and interruptions, including port congestion; our inability to timely and effectively obtain shipments of products from our suppliers and deliver merchandise to our customers; the inability to maintain the performance of our maturing store portfolio; our inability to deploy marketing tactics to strengthen brand awareness and attract new customers in a cost effective manner; our ability to successfully open new stores; effectively adapting to new challenges associated with our expansion into new geographic markets; competing effectively in an environment of intense competition or elevated promotions; our ability to adapt to significant changes in sales due to the seasonality of our business; price reductions or inventory shortages resulting from failure to purchase the appropriate amount of inventory in advance of the season in which it will be sold; the potential for further increases in price and lack of availability of raw materials; our dependence on third-party vendors to provide us with sufficient quantities of merchandise at acceptable prices; the susceptibility of the price and availability of our merchandise to international trade conditions including tariffs; failure of our vendors and their manufacturing sources to use acceptable labor or other practices; our dependence upon key executive management or our inability to hire or retain the talent required for our business; increases in costs of fuel or other energy, transportation or utility costs and in the costs of labor and employment; failure of our information technology systems to support our current and growing business, before and after our planned upgrades; disruptions in our supply chain and fulfillment centers; our inability to protect our trademarks or other intellectual property rights; infringement on the intellectual property of third parties; acts of war, terrorism or civil unrest; the impact of governmental laws and regulations and the outcomes of legal proceedings; changes in U.S. and non-U.S. laws affecting the importation and taxation of goods, including imposition of unilateral tariffs on imported goods; our ability to secure the personal and/or financial information of our customers and employees; failure to comply with data privacy regulation; our ability to comply with the security standards for the credit card industry; our failure to maintain adequate internal controls over our financial and management systems; acquisition, disposition, and development risks; and other factors that may be disclosed in our SEC filings or otherwise.. Forward-looking statements speak only as of the date the statements are made. Duluth Trading assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances or other changes affecting forward-looking information except to the extent required by applicable securities laws.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are being furnished with this Current Report on Form 8-K.

 

Exhibit
No.

  

Description

99.1    Earnings Press Release, dated March 13, 2025
99.2    Press release regarding CEO retirement and Interim CEO appointment, dated March 13, 2025
99.3    Investor Presentation, dated March 13, 2025
104    Cover Page interactive data file (embedded with the inline XBRL document)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    DULUTH HOLDINGS INC.
Date: March 13, 2025    
    By:  

/s/ Heena Agrawal

    Name:   Heena Agrawal
    Title:   Senior Vice President and Chief Financial Officer
EX-99.1 2 d867159dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

Duluth Holdings Inc. Announces Fourth Quarter and Fiscal 2024 Financial Results

Net Sales of $241.3 million in the fourth quarter and $626.6 million for the full fiscal year

Liquidity of $103.3 million with no debt on the credit facility

MOUNT HOREB, WI - March 13, 2025 – Duluth Holdings Inc. (dba, Duluth Trading Company) (“Duluth Trading” or the “Company”) (NASDAQ: DLTH), a lifestyle brand of men’s and women’s workwear, casual wear, outdoor apparel and accessories, today announced its financial results for the fiscal fourth quarter and fiscal year ended February 2, 2025.

Summary for the Fourth Quarter Ended February 2, 2025

 

   

Net sales decreased to $241.3 million compared to $245.6 million in the prior year fourth quarter

 

   

Net loss of $5.6 million and adjusted net loss1 of $1.5 million, compared to net income of $6.8 million in prior-year fourth quarter. Adjusted net loss of $1.5 million excludes software impairment of $3.0 million and $1.8 million valuation allowance on our deferred tax assets

 

   

EPS of ($0.17) and Adjusted EPS1 of ($0.04)

 

   

Adjusted EBITDA2 of $8.5 million compared to $20.9 million in the prior year

Summary for the Fiscal Year Ended February 2, 2025

 

   

Net sales of $626.6 million compared to $646.7 million in the prior year

 

   

Net loss of $43.6 million and adjusted net loss1 of $23.6 million, compared to net loss of $9.9 million in prior-year. Adjusted net loss of $23.6 million excludes $7.7 million of restructuring expense, $11.8 million valuation allowance on our deferred tax assets and $3.0 million of software impairment

 

   

EPS of ($1.31) and Adjusted EPS1 of ($0.71)

 

   

Adjusted EBITDA2 of $14.6 million; reflects 2.3% of net sales

 

See Reconciliation of net loss to adjusted net loss and adjusted net loss to adjusted EPS in the accompanying financial tables.

See Reconciliation of net loss to EBITDA and EBITDA to Adjusted EBITDA in the accompanying financial tables.

 

1


Management Commentary

 

President and CEO, Sam Sato commented, “Delays in processing at our legacy fulfillment center adversely affected our ability to meet our fourth quarter expectations, driven by record-breaking order volume during Black Friday week and Cyber Monday. To fulfill the backlog of orders and preserve higher quality sales for the remainder of the quarter we adjusted our promotional depth and frequency lower.

 

“While total inventory increased compared to last year, the higher unit velocity between Black Friday and Cyber Monday and our pack-and-hold strategy reduced fall / winter seasonal and clearance inventory since the start of the quarter.

 

“Looking ahead, we will expand our Duluth Women’s Heirloom and Garden collection, and introduce Men’s Backyard for Him, which will feature an assortment of new products,

   LOGO

including a collaboration with Leinenkugels for all his favorite backyard activities. We are also introducing new Armachillo cooling technology products, including Men’s Flex pants and Double-flex denim.

 

“Our key Marketing and Brand Tent Pole moments will be centered on the Gardens Gone Wild campaign and our 3rd Underwear TradeUp event with 360º media support. Additionally, we will have Always On Product Stories, Social-Only campaigns, and in-store activations.”

 

Sato concluded, “As the management team looks ahead to 2025, it remains committed to building upon the progress of our strategic initiatives, including making meaningful structural improvements combined with a sharp focus on improving operational execution.”

Operating Results for the Fourth Quarter Ended February 2, 2025

Net sales decreased 1.8% to $241.3 million, compared to $245.6 million in the same period a year ago. Direct-to-consumer net sales increased by 0.4% to $172.9 million compared to the fourth quarter last year driven by greater penetration of mobile. Retail store net sales decreased by 6.9% to $68.4 million.

Gross profit decreased 10.1% to $106.5 million, or 44.1% of net sales, compared to $118.4 million, or 48.2% of net sales, in the corresponding prior-year period. The decrease in gross profit margin rate was primarily due to steeper discounting coupled with a lower mix of full price sales.

Selling, general and administrative expenses increased 1.5% to $110.7 million. Excluding $3.0 million of software impairment costs, selling, general and administrative expenses decreased 1.3% to $107.7 million compared to $109.1 million in the same period a year ago.

As a percentage of net sales, selling, general and administrative expenses increased to 45.9%, compared to 44.4% in the corresponding prior-year period. The increase in selling, general and administrative expenses was primarily driven by $3.0 million of software impairment costs.

The effective tax rate related to controlling interest was 0% and 23% in the current period and prior comparable period, respectively.

 

2


Balance Sheet and Liquidity

The Company ended the quarter with a cash balance of approximately $3.3 million, net working capital of $63.1 million and no outstanding Duluth Trading bank debt. Fiscal 2024 capital expenditures were $17.4 million, inclusive of investments in software hosting implementation costs, which are included in Prepaid expenses & other current assets on the Company’s Consolidated Balance Sheets.

Fiscal 2025 Outlook

The Company provided the following fiscal 2025 outlook:

 

   

Net sales in the range of $570 million to $595 million

 

   

Adjusted EBITDA1 in the range of $20 million to $25 million

 

   

Capital expenditures, inclusive of software hosting implementation costs, of approximately $20 million

 

See Reconciliation of forecasted net income to forecasted EBITDA and forecasted EBITDA to forecasted Adjusted EBITDA in the accompanying financial tables.

Conference Call Information

A conference call and audio webcast with analysts and investors will be held on Thursday, March 13, 2025 at 9:30 am, Eastern Time, to discuss the results.

 

   

Live conference call: 844-875-6915 (domestic) or 412-317-6711 (international)

 

   

Conference call replay available through March 20, 2025: 877-344-7529 (domestic) or 412-317-0088 (international)

 

   

Replay access code: 6076354

 

   

Live and archived webcast: ir.duluthtrading.com

Investors can pre-register for the earnings conference call to expedite their entry into the call and avoid waiting for a live operator. To pre-register for the call, please visit https://dpregister.com/sreg/10196414/fe66458f12 and enter your contact information. You will then be issued a personalized phone number and pin to dial into the live conference call. Investors can pre-register any time prior to the start of the conference call.

About Duluth Trading

Duluth Trading is a lifestyle brand for the Modern, Self-Reliant American. Based in Mount Horeb, Wisconsin, we offer high quality, solution-based casual wear, workwear, outdoor apparel and accessories for men and women who lead a hands-on lifestyle and who value a job well-done. We provide our customers an engaging and entertaining experience. Our marketing incorporates humor and storytelling that conveys the uniqueness of our products in a distinctive, fun way, and our products are sold exclusively through our content-rich website, catalogs, and “store like no other” retail locations. We are committed to outstanding customer service backed by our “No Bull Guarantee” - if it’s not right, we’ll fix it. Visit our website at http://www.duluthtrading.com/ Management believes that non-GAAP financial measures may be useful in certain instances to provide additional meaningful comparisons between current results and results in prior operating periods.

 

3


Non-GAAP Measurements

Within this release, including the tables attached hereto, reference is made to adjusted earnings before interest, taxes, depreciation and amortization (EBITDA), Free Cash Flow and Forecasted Adjusted EBITDA. See attached table “Reconciliation of Net (Loss) Income to EBITDA and EBITDA to Adjusted EBITDA,” for a reconciliation of net (loss) income to EBITDA and EBITDA to Adjusted EBITDA for the three months and fiscal year ended February 2, 2025, versus the three months and fiscal year ended January 28, 2024, “Free Cash Flow” as a liquidity measure for the fiscal years ended February 2, 2025 and January 28, 2024, “Reconciliation of Net Loss to Adjusted Net Loss and Adjusted Net Loss to Adjusted EPS” for a reconciliation of net loss to adjusted net loss and adjusted net loss to adjusted EPS for the three months and fiscal year ended February 2, 2025, and “Reconciliation of Forecasted Net Income to Forecasted EBITDA and Forecasted EBITDA to Forecasted Adjusted EBITDA” for a forecasted reconciliation of net income to EBITDA and EBITDA to Adjusted EBITDA for the fiscal year ended February 2, 2025.

Adjusted EBITDA is a metric used by management and frequently used by the financial community, which provides insight into an organization’s operating trends and facilitates comparisons between peer companies, since interest, taxes, depreciation and amortization can differ greatly between organizations as a result of differing capital structures and tax strategies. Adjusted EBITDA excludes certain items that are unusual in nature or not comparable from period to period.

Management believes Free Cash Flow is a useful measure of performance as an indication of an organization’s financial strength and provides additional perspective on the ability to efficiently use capital in executing growth strategies. Free Cash Flow is used to facilitate a comparison of operating performance on a consistent basis from period-to-period and the ability to generate cash. Free Cash Flow is defined as net cash provided by operating activities less purchase of property and equipment.

Adjusted Net Loss and Adjusted EPS is a metric used by management and frequently used by the financial community, which provides insight into the effectiveness of our business strategies and to compare our performance against that of peer companies. Adjusted Net Loss and Adjusted EPS exclude restructuring expenses, impairment expenses, and a valuation allowance that are not comparable from period to period.

The Company provides this information to investors to assist in comparisons of past, present and future operating results and to assist in highlighting the results of on-going operations. While the Company’s management believes that non-GAAP measurements are useful supplemental information, such measurements are not intended to replace the Company’s GAAP financial results and should be read in conjunction with those GAAP results.

 

4


Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts included in this press release, including statements concerning Duluth Trading’s plans, objectives, goals, beliefs, business strategies, future events, business conditions, its results of operations, financial position and its business outlook, business trends and certain other information herein, including statements under the heading “Fiscal 2025 Outlook” are forward-looking statements. You can identify forward looking statements by the use of words such as “may,” ”might,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “believe,” “estimate,” “project,” “target,” “predict,” “intend,” “future,” “budget,” “goals,” “potential,” “continue,” “design,” “objective,” “forecasted,” “would” and other similar expressions. The forward-looking statements are not historical facts, and are based upon Duluth Trading’s current expectations, beliefs, estimates, and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond Duluth Trading’s control. Duluth Trading’s expectations, beliefs and projections are expressed in good faith, and Duluth Trading believes there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates, and projections will be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements, including, among others, the risks, uncertainties, and factors set forth under Part 1, Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on March 22, 2024 and other factors as may be periodically described in Duluth Trading’s subsequent filings with the SEC. These risks and uncertainties include, but are not limited to, the following: the impact of inflation and measures to control inflation on our results of operations; the prolonged effects of economic uncertainties on store and website traffic; disruptions to our distribution network, supply chains and operations; failure to effectively manage inventory levels; our ability to maintain and enhance a strong brand and sub-brand image; adapting to declines in consumer confidence, inflation and decreases in consumer spending; disruptions to our e-commerce platform; our ability to meet customer delivery time expectations; our ability to properly allocate inventory throughout our distribution network to fulfill customer demand; our failure to meet our debt covenant ratios; natural disasters, unusually adverse weather conditions, boycotts, prolonged public health crises, epidemics or pandemics and unanticipated events; generating adequate cash from our existing stores and direct sales to support our growth; the impact of changes in corporate tax regulations and sales tax; identifying and responding to new and changing customer preferences; the success of the locations in which our stores are located; effectively relying on sources for merchandise located in foreign markets; transportation delays and interruptions, including port congestion; our inability to timely and effectively obtain shipments of products from our suppliers and deliver merchandise to our customers; the inability to maintain the performance of our maturing store portfolio; our inability to deploy marketing tactics to strengthen brand awareness and attract new customers in a cost effective manner; our ability to successfully open new stores; effectively adapting to new challenges associated with our expansion into new geographic markets; competing effectively in an environment of intense competition or elevated promotions; our ability to adapt to significant changes in sales due to the seasonality of our business; price reductions or inventory shortages resulting from failure to purchase the appropriate amount of inventory in advance of the season in which it will be sold; the potential for further increases in price and lack of availability of raw materials; our dependence on third-party vendors to provide us with sufficient quantities of merchandise at acceptable prices; the susceptibility of the price and availability of our merchandise to international trade conditions including tariffs; failure of our vendors and their manufacturing sources to use acceptable labor or other practices; our dependence upon key executive management or our inability to hire or retain the talent required for our business; increases in costs of fuel or other energy, transportation or utility costs and in the costs of labor and employment; failure of our information technology systems to support our current and growing business, before and after our planned upgrades; disruptions in our supply chain and fulfillment centers; our inability to protect our trademarks or other intellectual property rights; infringement on the intellectual property of third parties; acts of war, terrorism or civil unrest; the impact of governmental laws and regulations and the outcomes of legal proceedings; changes in U.S. and non-U.S.

 

5


laws affecting the importation and taxation of goods, including imposition of unilateral tariffs on imported goods; our ability to secure the personal and/or financial information of our customers and employees; failure to comply with data privacy regulation; our ability to comply with the security standards for the credit card industry; our failure to maintain adequate internal controls over our financial and management systems; acquisition, disposition, and development risks; and other factors that may be disclosed in our SEC filings or otherwise. Forward-looking statements speak only as of the date the statements are made. Duluth Trading assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances or other changes affecting forward-looking information except to the extent required by applicable securities laws.

Investor Contacts:

ICR, Inc.

(646) 277-1200

DuluthIR@icrinc.com

The Company revised its prior period financial statements for an accounting correction related to sales tax collections to the Company’s Condensed Consolidated Balance Sheets that are primarily related to accrued expenses and other current liabilities, deferred taxes and retained earnings, as well as corresponding impacts to the Company’s other Consolidated Financial Statements. The impacts of these revisions were not material to the Company’s previously filed financial statements. These revisions relate to immaterial corrections that were identified by management and when accumulated, required a correction to the Company’s previously filed financial statements.

(Tables Follow)

***

 

6


DULUTH HOLDINGS INC.

Condensed Consolidated Balance Sheets

(Unaudited)

(Amounts in thousands)

 

     February 2, 2025     January 28, 2024  
ASSETS     

Current Assets:

    

Cash and cash equivalents

   $ 3,335     $ 32,157  

Receivables

     3,970       5,955  

Income taxes receivable

     —        617  

Inventory, net

     166,545       125,757  

Prepaid expenses & other current assets

     17,781       16,488  
  

 

 

   

 

 

 

Total current assets

     191,631       180,974  

Property and equipment, net

     111,560       132,718  

Operating lease right-of-use assets

     102,663       121,430  

Finance lease right-of-use assets, net

     32,957       40,315  

Available-for-sale security

     4,491       4,986  

Other assets, net

     9,140       9,020  

Deferred tax assets

     —        1,767  
  

 

 

   

 

 

 

Total assets

   $ 452,442     $ 491,210  
  

 

 

   

 

 

 
LIABILITIES AND SHAREHOLDERS’ EQUITY     

Current liabilities:

    

Trade accounts payable

   $ 73,882     $ 51,122  

Accrued expenses and other current liabilities

     35,596       34,111  

Income tax payable

     65       —   

Current portion of operating lease liabilities

     15,534       16,401  

Current portion of finance lease liabilities

     2,541       3,149  

Current maturities of TRI long-term debt1

     931       847  
  

 

 

   

 

 

 

Total current liabilities

     128,549       105,630  

Operating lease liabilities, less current portion

     89,222       106,413  

Finance lease liabilities, less current portion

     30,621       34,276  

TRI long-term debt, less current maturities1

     24,283       25,141  

Deferred tax liabilities

     88       —   
  

 

 

   

 

 

 

Total liabilities

     272,763       271,460  

Treasury stock

     (2,332     (1,738

Capital stock

     108,009       103,579  

Retained earnings

     77,721       121,392  

Accumulated other comprehensive income

     (722     (427
  

 

 

   

 

 

 

Total shareholders’ equity of Duluth Holdings Inc.

     182,676       222,806  

Noncontrolling interest

     (2,997     (3,056
  

 

 

   

 

 

 

Total shareholders’ equity

     179,679       219,750  
  

 

 

   

 

 

 

Total liabilities and shareholders’ equity

   $ 452,442     $ 491,210  
  

 

 

   

 

 

 

 

Represents debt of the variable interest entity, TRI Holdings, LLC, that is consolidated in accordance with ASC 810, Consolidation. Duluth Trading Company is not the guarantor nor the obligor of this debt.

 

7


DULUTH HOLDING INC.

Consolidated Statements of Operations

(Unaudited)

(Amounts in thousands, except per share figures)

 

     Three Months Ended      Fiscal Year Ended  
     February 2, 2025     January 28, 2024      February 2, 2025     January 28, 2024  

Net sales

   $ 241,270     $ 245,613      $ 626,629     $ 646,681  

Cost of goods sold (excluding depreciation and amortization)

     134,791       127,180        318,119       321,710  
  

 

 

   

 

 

    

 

 

   

 

 

 

Gross profit

     106,479       118,433        308,510       324,971  

Selling, general and administrative expenses

     110,720       109,110        337,623       334,540  

Restructuring expense

     —        —         7,748       —   
  

 

 

   

 

 

    

 

 

   

 

 

 

Operating income (loss)

     (4,241     9,323        (36,861     (9,569

Interest expense

     1,322       1,123        4,554       4,156  

Other income, net

     6       619        173       923  
  

 

 

   

 

 

    

 

 

   

 

 

 

Income (loss) before income taxes

     (5,557     8,819        (41,242     (12,802

Income tax expense (benefit)

     4       2,033        2,370       (2,862
  

 

 

   

 

 

    

 

 

   

 

 

 

Net income (loss)

     (5,561     6,786        (43,612     (9,940

Less: Net income (loss) attributable to noncontrolling interest

     25       7        59       (17
  

 

 

   

 

 

    

 

 

   

 

 

 

Net income (loss) attributable to controlling interest

   $ (5,586   $ 6,779      $ (43,671   $ (9,923
  

 

 

   

 

 

    

 

 

   

 

 

 

Basic earnings per share (Class A and Class B):

         

Weighted average shares of common stock outstanding

     33,510       33,007        33,368       32,955  
  

 

 

   

 

 

    

 

 

   

 

 

 

Net income (loss) per share attributable to controlling interest

   $ (0.17   $ 0.21      $ (1.31   $ (0.30
  

 

 

   

 

 

    

 

 

   

 

 

 

Diluted earnings per share (Class A and Class B):

         

Weighted average shares and equivalents outstanding

     33,510       33,007        33,368       32,955  
  

 

 

   

 

 

    

 

 

   

 

 

 

Net income (loss) per share attributable to controlling interest

   $ (0.17   $ 0.21      $ (1.31   $ (0.30
  

 

 

   

 

 

    

 

 

   

 

 

 

 

8


DULUTH HOLDINGS INC.

Consolidated Statements of Cash Flows

(Unaudited)

(Amounts in thousands)

 

     Fiscal Year Ended  
     February 2, 2025     January 28, 2024  

Cash flows from operating activities:

    

Net loss

   $ (43,612   $ (9,940

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

    

Depreciation and amortization

     32,282       32,159  

Stock-based compensation

     4,046       4,195  

Deferred income taxes

     1,855       (2,335

Loss on disposal of property and equipment

     473       130  

Changes in operating assets and liabilities:

    

Receivables

     1,985       86  

Income taxes receivable

     617       (617

Inventory

     (40,788     29,165  

Prepaid expense & other assets

     1,085       (1,675

Software hosting implementation costs, net

     (3,171     (216

Deferred catalog costs

     —        —   

Trade accounts payable

     22,863       (5,449

Income taxes payable

     65       (1,761

Accrued expenses and deferred rent obligations

     1,971       (4,405

Other

     473       58  

Noncash lease impacts

     2,939       (722
  

 

 

   

 

 

 

Net cash (used in) provided by operating activities

     (16,917     38,673  
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Purchases of property and equipment

     (8,329     (49,086

Principal receipts from available-for-sale security

     200       181  

Change in other assets

     —        16  

Changes in the TRI Holdings, LLC consolidation

     —        171  
  

 

 

   

 

 

 

Net cash used in investing activities

     (8,129     (48,718
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Proceeds on line of credit

     83,500       56,000  

Payments on line of credit

     (83,500     (56,000

Payments on TRI long term debt

     (846     (767

Payments on finance lease obligations

     (2,721     (2,842

Shares withheld for tax payments on vested restricted stock

     (594     (279

Other

     385       542  
  

 

 

   

 

 

 

Net cash used in financing activities

     (3,776     (3,346
  

 

 

   

 

 

 

Decrease in cash and cash equivalents

     (28,822     (13,391

Cash and cash equivalents at beginning of period

     32,157       45,548  
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 3,335     $ 32,157  
  

 

 

   

 

 

 

 

9


DULUTH HOLDINGS INC.

Reconciliation of Net (Loss) Income to EBITDA and EBITDA to Adjusted EBITDA

(Unaudited)

(Amounts in thousands)

 

     Three Months Ended      Fiscal Year Ended  
     February 2, 2025     January 28, 2024      February 2, 2025     January 28, 2024  

Net (loss) income

   $ (5,561   $ 6,786      $ (43,612   $ (9,940

Depreciation and amortization

     7,552       8,725        31,133       32,159  

Amortization of internal-use software hosting subscription implementation costs

     1,425       1,314        5,281       4,961  

Interest expense

     1,322       1,123        4,554       4,156  

Income tax expense (benefit)

     4       2,033        2,370       (2,862
  

 

 

   

 

 

    

 

 

   

 

 

 

EBITDA (non-GAAP)

   $ 4,742     $ 19,981      $ (274   $ 28,474  

Long-term incentive expense1

     800       890        4,152       4,195  

Restructuring expense

     —        —         7,748       —   

Impairment expenses

     2,998       —         2,998       —   
  

 

 

   

 

 

    

 

 

   

 

 

 

Adjusted EBITDA (non-GAAP)

   $ 8,540     $ 20,871      $ 14,624     $ 32,669  
  

 

 

   

 

 

    

 

 

   

 

 

 

 

Represents long-term incentives from stock and cash compensation

DULUTH HOLDINGS INC.

Free Cash Flow

(Unaudited)

(Amounts in thousands)

 

     Fiscal Year Ended  
     February 2, 2025     January 28, 2024  
(in thousands)             

Net cash (used in) provided by operating activities

   $ (16,917   $ 38,673  

Purchases of property and equipment

     (8,329     (49,086
  

 

 

   

 

 

 

Free Cash Flow (non-GAAP)

   $ (25,246   $ (10,413
  

 

 

   

 

 

 

DULUTH HOLDINGS INC.

Reconciliation of Net Loss to Adjusted Net Loss and Adjusted Net Loss to Adjusted EPS

(Unaudited)

(Amounts in thousands)

 

     Three Months Ended     Twelve Months Ended  
     February 2, 2025     February 2, 2025  
(in thousands, except per share amounts)    Amount     Per share     Amount     Per share  

Net loss attributable to controlling interest

   $ (5,586   $ (0.17   $ (43,671   $ (1.31

Plus: Restructuring expenses

     —        —        7,748       0.23  

Plus: Impairment expenses

     2,998       0.09       2,998       0.09  

Income tax effect of adjustments to net loss

     (690     (0.02     (2,472     (0.07
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted net loss before valuation allowance

     (3,278     (0.10     (35,397     (1.06

Plus: Valuation allowance

     1,796       0.05       11,847       0.36  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted net loss attributable to controlling interest

   $ (1,482   $ (0.04   $ (23,550   $ (0.71
  

 

 

   

 

 

   

 

 

   

 

 

 

 

10


DULUTH HOLDINGS INC.

Reconciliation of Forecasted Net Loss to Forecasted EBITDA and Forecasted EBITDA to Forecasted Adjusted EBITDA

For the Fiscal Year Ended February 1, 2026

(Unaudited)

(Amounts in thousands)

 

     Low     High  

Forecasted

    

Net loss

   $ (26,800   $ (21,500

Depreciation and amortization

     30,300       30,300  

Amortization of internal-use software hosting subscription implementation costs

     5,000       5,000  

Interest expense

     6,000       5,700  

Income tax expense

     800       800  
  

 

 

   

 

 

 

EBITDA (non-GAAP)

   $ 15,300     $ 20,300  

Long-term incentive expense

     4,700       4,700  
  

 

 

   

 

 

 

Adjusted EBITDA (non-GAAP)

   $ 20,000     $ 25,000  
  

 

 

   

 

 

 

 

11

EX-99.2 3 d867159dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

 

LOGO

Duluth Holdings Inc. Announces Retirement of CEO Samuel M. Sato

Stephen L. Schlecht to Assume Day-to-Day Leadership

Board of Directors Conducting Search for New CEO

Mount Horeb, WI – March 13, 2025 – Duluth Holdings Inc. (dba, Duluth Trading Company) (“Duluth Trading” or the “Company”) (NASDAQ: DLTH), a lifestyle brand of men’s and women’s workwear, casual wear, outdoor apparel, and accessories, today announced that Samuel M. Sato has informed the Company that he plans to retire as President and Chief Executive Officer and as a Board member, effective April 25, 2025. During the transition period, Stephen L. Schlecht, the Company’s Chairman of the Board, Founder and former Chief Executive Officer, will assume day-to-day leadership of the Company with Mr. Sato’s assistance. The Board is undertaking a search for Mr. Sato’s replacement. The Board of Directors has appointed Mr. Schlecht as Interim Chief Executive Officer, effective April 25, 2025, unless the Board concludes its CEO search before that date.

Mr. Sato commented, “It has been a privilege to serve as President and CEO and member of the Board at Duluth Trading. I am humbled and proud of what our team has accomplished and the progress we have made. Working with such talented and passionate team members has been an honor. I believe the future of Duluth Trading is bright. Finally, I want to sincerely thank Steve Schlecht for his support and partnership over the course of my tenure.”

“On behalf of the Board of Directors, I want to thank Sam for his years of service and dedication and wish him the very best in his upcoming retirement,” said Mr. Schlecht. Mr. Schlecht continued, “I appreciate Sam’s contributions and leadership in advancing the strategic roadmap and strengthening our omni-channel capabilities.”

Mr. Schlecht concluded, “As the founder of Duluth Trading, I have a deep commitment to the ongoing success of our Company. To ensure the continuity of our vision and the execution of our strategy, I am fully invested in reassuming leadership of the Company until such time that a replacement is named. Over the years, I have been actively engaged with our talented senior leadership team, and we are committed to moving forward with no disruption to our business.”

About Duluth Trading

Duluth Trading is a lifestyle brand for the Modern, Self-Reliant American. Based in Mount Horeb, Wisconsin, we offer high quality, solution-based casual wear, workwear and accessories for men and women who lead a hands-on lifestyle and who value a job well-done. We provide our customers an engaging and entertaining experience. Our marketing incorporates humor and storytelling that conveys the uniqueness of our products in a distinctive, fun way, and are available through our content-rich website, catalogs, and “store like no other” retail locations. We are committed to outstanding customer service backed by our “No Bull Guarantee” - if it’s not right, we’ll fix it. Visit our website at http://www.duluthtrading.com.


Investor Contact:

Tom Filandro

ICR, Inc.

(646) 277-1200

DuluthIR@icrinc.com

 

2

EX-99.3 4 d867159dex993.htm EX-99.3 EX-99.3

Exhibit 99.3 Investor Presentation Fourth Quarter 2024 March 13, 2025


Disclaimer Forward-Looking Statements This presentation dated March 13, 2025 includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts included in this press release, including statements concerning Duluth Trading's plans, objectives, goals, beliefs, business strategies, future events, business conditions, its results of operations, financial position and its business outlook, business trends and certain other information herein including statements under the heading “Fiscal 2025 Financial Guidance” are forward-looking statements. You can identify forward-looking statements by the use of words such as “may,” ”might,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “believe,” “estimate,” “project,” “target,” “predict,” “intend,” “future,” “budget,” “goals,” “potential,” “continue,” “design,” “objective,” “forecasted,” “would” and other similar expressions. The forward-looking statements are not historical facts, and are based upon Duluth Trading's current expectations, beliefs, estimates, and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond Duluth Trading's control. Duluth Trading's expectations, beliefs and projections are expressed in good faith, and Duluth Trading believes there is a reasonable basis for them. However, there can be no assurance that management's expectations, beliefs, estimates, and projections will be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements, including, among others, the risks, uncertainties, and factors set forth under Part 1, Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on March 22, 2024 and other factors as may be periodically described in Duluth Trading’s subsequent filings with the SEC. These risks and uncertainties include, but are not limited to, the following: the impact of inflation and measures to control inflation on our results of operations; the prolonged effects of economic uncertainties on store and website traffic and disruptions to our distribution network, supply chains and operations; failure to effectively manage inventory levels; our ability to maintain and enhance a strong brand and sub-brand image; adapting to declines in consumer confidence, inflation and decreases in consumer spending; disruptions in our e-commerce platform; effectively adapting to new challenges associated with our expansion into new geographic markets; our ability to meet customer delivery time expectations; natural disasters, unusually adverse weather conditions, boycotts, prolonged public health crises, epidemics or pandemics and unanticipated events; generating adequate cash from our existing stores and direct sales to support our growth; the impact of changes in corporate tax regulations and sales tax; identifying and responding to new and changing customer preferences; the success of the locations in which our stores are located; effectively relying on sources for merchandise located in foreign markets; transportation delays and interruptions, including port congestion; inability to timely and effectively obtain shipments of products from our suppliers and deliver merchandise to our customers; the inability to maintain the performance of a maturing store portfolio; our inability to deploy marketing tactics to strengthen brand awareness and attract new customers in a cost effective manner; our ability to successfully open new stores; competing effectively in an environment of intense competition; our ability to adapt to significant changes in sales due to the seasonality of our business; price reductions or inventory shortages resulting from failure to purchase the appropriate amount of inventory in advance of the season in which it will be sold; the potential for further increases in price and availability of raw materials; our dependence on third-party vendors to provide us with sufficient quantities of merchandise at acceptable prices; the susceptibility of the price and availability of our merchandise to international trade conditions; failure of our vendors and their manufacturing sources to use acceptable labor or other practices; our dependence upon key executive management or our inability to hire or retain the talent required for our business; increases in costs of fuel or other energy, transportation or utility costs and in the costs of labor and employment; failure of our information technology systems to support our current and growing business, before and after our planned upgrades; disruptions in our supply chain and fulfillment centers; our inability to protect our trademarks or other intellectual property rights; infringement on the intellectual property of third parties; acts of war, terrorism or civil unrest; the impact of governmental laws and regulations and the outcomes of legal proceedings; changes in U.S. and non-U.S. laws affecting the importation and taxation of goods, including imposition of unilateral tariffs on imported goods; our ability to secure the personal and/or financial information of our customers and employees; our ability to comply with the security standards for the credit card industry; our failure to maintain adequate internal controls over our financial and management systems; acquisition, disposition, and development risks; and other factors that may be disclosed in our SEC filings or otherwise. Forward-looking statements speak only as of the date the statements are made. Duluth Trading assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances or other changes affecting forward-looking information except to the extent required by applicable securities laws. 2


Disclaimer Non-GAAP Measurements Management believes that non-GAAP financial measures may be useful in certain instances to provide additional meaningful comparisons between current results and results in prior operating periods. Within this presentation, reference is made to adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) and Free Cash Flow. See Appendix Table “Adjusted EBITDA,” for a reconciliation of net income to EBITDA and EBITDA to Adjusted EBITDA and “Free Cash Flow” for a reconciliation of Net cash provided by operating activities to Free Cash Flow. Adjusted EBITDA is a metric used by management and frequently used by the financial community, which provides insight into an organization’s operating trends and facilitates comparisons between peer companies, since interest, taxes, depreciation and amortization can differ greatly between organizations as a result of differing capital structures and tax strategies. Adjusted EBITDA excludes certain items, such as stock-based compensation. Management believes Free Cash Flow is a useful measure of performance as an indication of an organization’s financial strength and provides additional perspective on the ability to efficiently use capital in executing growth strategies. Free Cash Flow is used to facilitate a comparison of operating performance on a consistent basis from period-to-period and the ability to generate cash. Free Cash Flow is defined as net cash provided by operating activities less purchase of property and equipment and capital contributions towards build-to-suit stores. The Company provides this information to investors to assist in comparisons of past, present and future operating results and to assist in highlighting the results of ongoing operations. While the Company’s management believes that non-GAAP measurements are useful supplemental information, such adjusted results are not intended to replace the Company’s GAAP financial results and should be read in conjunction with those GAAP results. 3



OUR GREATER PURPOSE “Celebrating the can-do spirit by enabling anyone who takes on life with their own two hands.” OUR MISSION STATEMENT “We build high-quality, solution-based products for work, play and every day. We craft our raw materials – unique brands, durable products, standout customer service, and a No Bull Guarantee – into industry-leading consumer experiences. Job done right means we never forget that “there’s gotta be a better way.”


Secret Sauce Better Brands A brood of sub-brands all bonded by the belief that you can accomplish anything that you put your own mind and own two hands to Better Innovation Long, colorful history of product innovation and solution-based design Better Marketing Distinctive marketing made to break through the clutter and drive buying Better Customer Experiences Outstanding and engaging customer experience 6


FINANCIAL REVIEW


Year Ended February 2, 2025 Summary ● Net sales of $626.6 million compared to $646.7 million in the prior year ● Net loss of $43.6 million and adjusted net 1 loss of $23.6 million, compared to net loss of $9.9 million in prior-year. ○ Adjusted net loss of $23.6 million excludes $7.7 million of restructuring expense, $11.8 million valuation allowance on our deferred tax assets and $3.0 million of software impairment ● EPS of ($1.31) and Adjusted EPS of ($0.71) 2 ● Adjusted EBITDA of $14.6 million; reflects 2.3% of net sales 1 See Reconciliation of net loss to adjusted net loss and adjusted net loss to adjusted EPS on slide 19 2 See Reconciliation of net loss to EBITDA and EBITDA to Adjusted EBITDA on slide 18 8


44.1% 8.5% 3.5% 2.8% (0.6%) Three Months Ended February 2, 2025 (1.8%) (10.1%) (59.1%) Margin Margin Margin 48.2% 1,2 3,4 Net Sales Gross Profit Adjusted EBITDA Adjusted Net Loss ($ in millions) ($ in millions) ($ in millions) ($ in millions) 1 Adjusted to reflect the add-back of long-term incentive, restructuring, and impairment expenses 2 See Reconciliation of net loss to EBITDA and EBITDA to Adjusted EBITDA on slide 18 3 Excludes net income (loss) attributable to noncontrolling interest. 4 See Reconciliation of net loss to adjusted net loss on slide 19 9


49.2% 5.1% 2.3% (1.5)% (3.8)% Twelve Months Ended February 2, 2025 (3.1%) (5.1%) (55.2)% Margin Margin Margin 50.3% 1,2 3,4 Net Sales Gross Profit Adjusted EBITDA Adjusted Net Loss ($ in millions) ($ in millions) ($ in millions) ($ in millions) 1 Adjusted to reflect the add-back of long-term incentive, restructuring, and impairment expenses. 2 See Reconciliation of net loss to EBITDA and EBITDA to Adjusted EBITDA on slide 18 3 Excludes net income (loss) attributable to noncontrolling interest. 4 See Reconciliation of net loss to adjusted net loss on slide 19 10


Strong Balance Sheet, Liquidity and Free Cash Flow 1,2 3 Debt to Capital Free Cash Flow (Full Year Ended) ($ in millions) As of February 2, 2025 Cash $3.3 Debt: Line of Credit $0.0 Term Loan $0.0 Total Debt $0.0 Total Shareholders’ Equity $182.7 Total Capitalization $186.0 Debt to Capital ratio 0.0% 1 Debt balances do not include TRI Holdings, LLC, a variable interest entity that is consolidated for reporting purposes 2 The Credit Agreement matures on July 8, 2027 and provides for borrowings of up to $100.0 million that are available under a revolving senior credit facility. 3 See Reconciliation of Free Cash Flow on slide 18 11


Fiscal 2025 Financial Guidance ($ in millions) 2024 2025 Guidance Reconciliation to 2025 Forecasted Adj. EBITDA Fiscal Year Ended February 1, 2026 Net $626.6 $570 to $595 (9.0)% to (5.0)% Sales Forecasted ($ in millions) Low High Net Loss $(26.8) $(21.5) (+) Depreciation and amortization 30.3 30.3 Adj. $14.6 $20 to $25 37.0% to 71.2% EBITDA (+) Amortization of internal-use software hosting subscription implementation 5.0 5.0 costs 1 CAPEX $17.4 ~$20 (+) Interest expense 6.0 5.7 (+) Income tax expense 0.8 0.8 EBITDA $15.3 $20.3 (+) Long-term incentive expense 4.7 4.7 Adjusted EBITDA $20.0 $25.0 1 2024 and 2025 inclusive of software hosting implementation costs, fund store openings and system infrastructure which are included in Prepaid expenses & other current assets on the Company’s Consolidated Balance Sheets. 12


Net Sales and Adjusted EBITDA 1 Adjusted to reflect the add-back of long-term incentive, restructuring, and impairment expenses. 13


Capital Expenditures 4 New Salt Lake 15 New 2 New Adairsville FC Stores Stores City FC Stores 1 New Website Technology Roadmap Store re-platform 14 Initiatives Capital Expenditures ($ in millions)



Big Dam Blueprint Growth Drivers 1. Lead With a Digital Mindset 2. Intensify Our Efforts to Optimize Our Owned DTC Channels 3. Evolve the Company’s Platform to Grow Into a Multi-brand and Multi-channel Business 4. Prioritize Test and Learn to Unlock Long-term Growth 5. Future Proof the Business Through Investments in Capabilities and Infrastructure 16


THANK YOU


Appendix Reconciliation to 2024 Adjusted EBITDA and Free Cash Flow Adjusted EBITDA Free Cash Flow 3 Months Ended 12 Months Ended 12 Months Ended Feb 2, Jan 28, Feb 2, Jan 28, Feb 2, Jan 28, ($ in millions) ($ in millions) 2025 2024 2025 2024 2025 2024 Net cash used in operating Net loss $(5.6) $6.8 $(43.6) $(9.9) $(16.9) $38.7 activities (+) Depreciation and Purchases of property and 7.6 8.7 31.1 32.2 (8.3) (49.1) amortization equipment (+) Amortization of Free Cash Flow (non-GAAP) $(25.2) $(10.4) internal-use software hosting 1.4 1.3 5.3 4.9 subscription implementation costs (+) Interest expense 1.3 1.1 4.6 4.2 (+) Income tax expense 0.0 2.0 2.4 (2.9) (benefit) EBITDA $4.7 $20.0 $(0.3) $28.5 (+) Long-term incentive 0.8 0.9 4.2 4.2 expense (+) Restructuring expenses — — 7.7 — (+) Impairment expense 3.0 — 3.0 — Adjusted EBITDA $8.5 $20.9 $14.6 $32.7 18


Appendix Reconciliation to 2024 Adjusted Net Loss Adjusted Net Loss 3 Months Ended 12 Months Ended ($ in millions) Feb 2, 2025 Feb 2, 2025 Amount Per share Amount Per share Net loss $(5.6) $(0.17) $(43.7) $(1.31) (+) Restructuring expenses — — 7.7 0.23 (+) Impairment expenses 3.0 0.09 3.0 0.09 Income tax effect of restructuring & sales (0.7) (0.02) (2.5) (0.07) tax Adjusted net loss before valuation allowance $(3.3) $(0.10) $(35.4) $(1.06) (+) Valuation allowance 1.8 0.05 11.8 0.36 Adjusted Net Loss $(1.5) $(0.04) $(23.6) $(0.71) 19