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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): December 16, 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 December 16, 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 third quarter ended November 2, 2025. A copy of the Earnings Press Release is furnished as Exhibit 99.1 to this report.

Item 7.01 Regulation FD Disclosure.

On December 16, 2025, the Company issued an Investor Presentation. A copy of the Investor Presentation is attached as Exhibit 99.2 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 99.2, 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 99.2, 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 and adjusted EBITDA) 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 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 24, 2025 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; the susceptibility of the price and availability of our merchandise to international trade conditions including tariffs; 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; 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; 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; failure to comply with data privacy The following exhibits are being furnished with this Current Report on Form 8-K.


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.

 

Exhibit
No.
  

Description

99.1    Earnings Press Release, dated December 16, 2025
99.2    Investor Presentation, dated December 16, 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: December 16, 2025    
    By:  

/s/ Heena Agrawal

      Name: Heena Agrawal
      Title:  Senior Vice President and Chief Financial Officer
EX-99.1 2 d35043dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

Duluth Holdings Inc. Announces Third Quarter 2025 Financial Results

Improved profitability driven by consecutive quarters of gross margin expansion and SG&A leverage

Inventories down 17% vs. last year with net liquidity of $88.6 million

Affirming the higher end of previously issued fiscal 2025 Adjusted EBITDA guidance range

MOUNT HOREB, WI – December 16, 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 Third Quarter ended November 2, 2025.

Summary of the Third Quarter ended November 2, 2025

 

   

Net loss reduced to $10.1 million compared to net loss of $28.2 million in the prior year Third Quarter.

 

   

Reported EPS loss of $0.29; and adjusted EPS1 loss of $0.23 adjusted for tax valuation allowance of $2.0 million.

 

   

Adjusted EBITDA2 increased $5.5 million from the prior year to -$0.7 million.

 

   

Cash and cash equivalents of $8.2 million with net liquidity of $88.6 million.

 

   

Inventory down $39.2 million or 17.0% vs. last year.

 

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

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

 

LOGO

 

1


Management Commentary

President and CEO Stephanie Pugliese stated, “I am proud of the team for delivering another quarter of improved profitability, continuing our discipline on promotional reset, managing expenses and inventory levels, and further streamlining operations. These efforts led to enhanced gross margin, lower costs, reduced inventory levels, and improved free cash flow.”

“Through rigorous preparation and the alignment across all functions of the business, we entered the fourth quarter poised to exceed our customers’ expectations. We are pleased with the holiday results to date and are encouraged by our continued improvement in gross margin, operational execution, and customer response.”

“As we continue with our turnaround efforts, we are committed to building on this momentum. Moving forward, we will focus on re-energizing and expanding our customer base and prioritizing our assortment on the core durable products that our customers love.”

Operating Results for the Third Quarter ended November 2, 2025

Net sales decreased $12.2 million, or 9.6%, to $114.9 million in the three months ended November 2, 2025 compared to $127.1 million in the three months ended October 27, 2024. Direct-to-consumer net sales decreased by 15.5% to $67.4 million due to lower traffic, partially offset by higher average order values. Retail store net sales increased by 0.4% to $47.4 million primarily driven by two new store openings and higher average order values.

Gross margin increased to 53.8% of net sales in the three months ended November 2, 2025, compared to 52.3% of net sales in the three months ended October 27, 2024 overcoming a $3.0M tariff impact. The increase in gross margin rate was primarily driven by an increase in average unit retail sales from reduced promotional activity coupled with an improvement in product costs from our direct to factory sourcing initiative.

Selling, general and administrative expenses decreased $11.6 million, or 14.1%, to $70.7 million in the three months ended November 2, 2025 compared to $82.3 million in the three months ended October 27, 2024. Selling, general and administrative expenses as a percentage of net sales decreased to 61.5% in the three months ended November 2, 2025, compared to 64.8% in the three months ended October 27, 2024. The decrease in selling, general and administrative expense as a percentage of net sales was mainly driven by lower marketing costs coupled with a reduction in personnel and depreciation expenses.

Balance Sheet and Liquidity

The Company ended the quarter with $8.2 million of cash and cash equivalents, $51.1 million of net working capital, $44.6 million of outstanding debt on the $125.0 million Asset Based Lending facility resulting in $88.6 million of net liquidity.

Fiscal 2025 Outlook

For Fiscal 2025, the Company is:

 

   

Affirming the higher end of its previously issued fiscal 2025 Adjusted EBITDA guidance range with a range of $23 million to $25 million compared to previous guidance of $20 million to $25 million

 

   

Updating net sales guidance to a range of $555 million to $565 million compared to previous guidance of $570 million to $595 million

 

   

Affirming capital expenditures at $17 million

 

2


Conference Call Information

A conference call and audio webcast with analysts and investors will be held on Tuesday, December 16, 2025, at 9:30 am Eastern Time to discuss the results and answer questions.

 

   

Live conference call: 1-844-875-6915 (domestic) or 1-412-317-6711 (international)

 

   

Conference call replay available through December 23, 2025: 1-877-344-7529 (domestic) or 1-412-317-0088 (international)

 

   

Replay access code: 1024592

 

   

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/10204549/10059e519d3 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 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.

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 release, including the tables attached hereto, reference is made to, adjusted earnings before interest, taxes, depreciation and amortization (EBITDA), adjusted net income and adjusted earnings per share (“EPS”). See attached table “Reconciliation of Net Income (loss) to EBITDA and EBITDA to Adjusted EBITDA,” for a reconciliation of net income(loss) to EBITDA and EBITDA to Adjusted EBITDA for the three and nine months ended November 2, 2025, versus the three and nine months ended October 27, 2024 and attached table “Reconciliation of Net Income (Loss) to Adjusted Net Income (Loss) and Adjusted Net Income (Loss) to Adjusted EPS,” for a reconciliation of net income (loss) to adjusted net income (loss) and adjusted net income (loss) to adjusted EPS for the three and nine months ended November 2, 2025 versus the three and nine months ended October 27, 2024.

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.

Adjusted Net Income (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 Income (Loss) and Adjusted EPS excludes restructuring expenses, impairment expenses and an addition to our valuation allowance on our deferred tax asset that are not comparable from period to period.

 

3


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 adjusted results are not intended to replace the Company’s GAAP financial results and should be read in conjunction with those GAAP results.

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 21, 2025 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; the susceptibility of the price and availability of our merchandise to international trade conditions including tariffs; 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; 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; 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; 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.

 

4


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.

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.

Investor Contacts:

Heena Agrawal

Senior Vice President and Chief Financial Officer

Chris Steffes

Senior Director of FP&A

Email: IR@duluthtrading.com

(Tables Follow)

***

 

5


DULUTH HOLDINGS INC.

Condensed Consolidated Balance Sheets

(Unaudited)

(Amounts in thousands)

 

     November 2, 2025     February 2, 2025     October 27, 2024  

ASSETS

      

Current Assets:

      

Cash and cash equivalents

     8,172       3,335       9,335  

Receivables

     5,301       3,970       4,396  

Income tax receivable

     114       —        138  

Inventory, net

     192,198       166,545       231,430  

Prepaid expenses & other current assets

     22,961       17,781       18,991  
  

 

 

   

 

 

   

 

 

 

Total current assets

     228,746       191,631       264,290  

Property and equipment, net

     100,000       111,560       116,941  

Operating lease right-of-use assets

     93,350       102,663       101,784  

Finance lease right-of-use assets, net

     30,423       32,957       33,802  

Available-for-sale security

     4,860       4,491       4,840  

Other assets, net

     10,627       9,140       11,442  
  

 

 

   

 

 

   

 

 

 

Total assets

     468,006       452,442       533,099  
  

 

 

   

 

 

   

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

      

Current liabilities:

      

Trade accounts payable

     80,196       73,882       104,546  

Accrued expenses and other current liabilities

     32,919       35,684       36,605  

Income taxes payable

     —        65       —   

Current portion of operating lease liabilities

     16,328       15,534       15,439  

Current portion of finance lease liabilities

     2,651       2,541       2,502  

Line of credit

     44,584       —        44,000  

Current maturities of TRI long-term debt1

     997       931       909  
  

 

 

   

 

 

   

 

 

 

Total current liabilities

     177,675       128,637       204,001  

Operating lease liabilities, less current maturities

     79,502       89,222       88,441  

Finance lease liabilities, less current maturities

     28,621       30,621       31,272  

TRI long-term debt, less current maturities1

     23,586       24,283       24,510  

Deferred tax liabilities

     938       —        123  
  

 

 

   

 

 

   

 

 

 

Total liabilities

     310,322       272,763       348,347  

Shareholders’ equity:

      

Treasury stock

     (2,922     (2,332     (2,331

Capital stock

     110,112       108,009       107,224  

Retained earnings

     53,588       77,721       83,307  

Accumulated other comprehensive loss, net

     (192     (722     (426
  

 

 

   

 

 

   

 

 

 

Total shareholders’ equity of Duluth Holdings Inc.

     160,586       182,676       187,774  

Noncontrolling interest

     (2,902     (2,997     (3,022
  

 

 

   

 

 

   

 

 

 

Total shareholders’ equity

     157,684       179,679       184,752  
  

 

 

   

 

 

   

 

 

 

Total liabilities and shareholders’ equity

     468,006       452,442       533,099  
  

 

 

   

 

 

   

 

 

 

 

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

 

6


DULUTH HOLDING INC.

Consolidated Statements of Operations

(Unaudited)

(Amounts in thousands, except per share figures)

 

     Three Months Ended     Nine Months Ended  
     November 2, 2025     October 27, 2024     November 2, 2025     October 27, 2024  

Net sales

   $ 114,871     $ 127,056     $ 349,291     $ 385,359  

Cost of goods sold (excluding depreciation and amortization)

     53,025       60,645       162,071       183,328  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     61,846       66,411       187,220       202,031  

Selling, general and administrative expenses

     70,680       82,311       205,154       226,903  

Restructuring expense

     —        6,152       850       7,748  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

     (8,834     (22,052     (18,784     (32,620

Interest expense

     1,231       1,251       4,181       3,232  

Other (loss) income, net

     (2     6       (245     167  
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

     (10,067     (23,297     (23,210     (35,685

Income tax expense

     —        4,919       828       2,366  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

     (10,067     (28,216     (24,038     (38,051

Less: Net income attributable to noncontrolling interest

     34       15       95       34  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to controlling interest

   $ (10,101   $ (28,231   $ (24,133   $ (38,085
  

 

 

   

 

 

   

 

 

   

 

 

 

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

        

Weighted average shares of common stock outstanding

     34,517       33,448       34,226       33,314  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per share attributable to controlling interest

   $ (0.29   $ (0.84   $ (0.71   $ (1.14
  

 

 

   

 

 

   

 

 

   

 

 

 

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

        

Weighted average shares and equivalents outstanding

     34,517       33,367       34,226       33,247  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per share attributable to controlling interest

   $ (0.29   $ (0.84   $ (0.71   $ (1.14
  

 

 

   

 

 

   

 

 

   

 

 

 

 

7


DULUTH HOLDINGS INC.

Consolidated Statements of Cash Flows

(Unaudited)

(Amounts in thousands)

 

     Nine Months Ended  
     November 2, 2025     October 27, 2024  

Cash flows from operating activities:

    

Net loss

   $ (24,038   $ (38,051

Adjustments to reconcile net loss to net cash used in operating activities:

    

Depreciation and amortization

     19,528       24,730  

Stock based compensation

     1,897       3,352  

Deferred income taxes

     938       1,133  

Loss on disposal of property and equipment

     719       102  

Changes in operating assets and liabilities:

    

Receivables

     (1,331     1,559  

Income taxes receivable

     (114     479  

Inventory

     (25,653     (105,673

Prepaid expense & other current assets

     (1,360     (585

Software hosting implementation costs, net

     (5,262     (4,485

Trade accounts payable

     6,098       53,160  

Income taxes payable

     (65     —   

Accrued expenses and deferred rent obligations

     (2,731     3,215  

Other assets

     (128     (3

Noncash lease impacts

     387       2,942  
  

 

 

   

 

 

 

Net cash used in operating activities

     (31,115     (58,125
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Purchases of property and equipment

     (5,834     (5,813

Principal receipts from available-for-sale security

     162       147  
  

 

 

   

 

 

 

Net cash used in investing activities

     (5,672     (5,666
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Proceeds from line of credit

     138,685       44,000  

Payments on line of credit

     (94,100     —   

Payments on TRI long term debt

     (685     (623

Payments on finance lease obligations

     (1,890     (2,109

Payments of tax withholding on vested restricted shares

     (590     (593

Other

     204       294  
  

 

 

   

 

 

 

Net cash provided by financing activities

     41,624       40,969  
  

 

 

   

 

 

 

Increase (decrease) in cash and cash equivalents

     4,837       (22,822

Cash and cash equivalents at beginning of period

     3,335       32,157  
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 8,172     $ 9,335  
  

 

 

   

 

 

 

Supplemental disclosure of cash flow information:

    

Interest paid

   $ 4,181     $ 3,232  

Income taxes paid

   $ —      $ 125  

Supplemental disclosure of non-cash information:

    

Unpaid liability to acquire property and equipment

   $ 1,468     $ 2,173  

 

8


DULUTH HOLDINGS INC.

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

(Unaudited)

 

     November 2, 2025     October 27, 2024     November 2, 2025     October 27, 2024  
(in thousands)                         

Net loss

   $ (10,067   $ (28,216   $ (24,038   $ (38,051

Depreciation and amortization

     6,234       7,284       19,528       23,581  

Amortization of internal-use software hosting subscription implementation costs

     1,252       1,394       3,492       3,856  

Interest expense

     1,231       1,251       4,181       3,232  

Income tax expense

     —        4,919       828       2,366  
  

 

 

   

 

 

   

 

 

   

 

 

 

EBITDA

   $ (1,350   $ (13,368   $ 3,991     $ (5,016

Long-term incentive expense

     612       969       2,078       3,352  

Impairment expense

     —        —        549       —   

Restructuring expense

     —        6,152       850       7,748  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ (738   $ (6,247   $ 7,468     $ 6,084  
  

 

 

   

 

 

   

 

 

   

 

 

 

DULUTH HOLDINGS INC.

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

(Unaudited)

 

     Three Months Ended     Nine Months Ended  
     November 2, 2025     October 27, 2024     November 2, 2025     October 27, 2024  
(in thousands, except per share amounts)    Amount     Per share     Amount     Per share     Amount     Per share     Amount     Per share  

Net income (loss) attributable to controlling interest

     (10,101     (0.29     (28,231     (0.84     (24,133     (0.71     (38,085     (1.14

Plus: Restructuring expenses

     —        —        6,152       0.18       850       0.02       7,748       0.23  

Plus: Impairment expenses

     —        —        —        —        549       0.02       —        —   

Income tax effect of adjustments1

     —        —        (1,415     (0.04     (322     (0.01     (1,782     (0.05
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted net income (loss) before valuation allowance

     (10,102     (0.29     (23,494     (0.70     (23,056     (0.67     (32,119     (0.96

Plus: Tax valuation allowance

     2,013       0.06       8,847       0.26       5,273       0.15       8,847       0.27  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted net income (loss) attributable to controlling interest

     (8,089     (0.23     (14,647     (0.44     (17,783     (0.52     (23,272     (0.70
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Restructuring and impairment expenses are net of tax using the Company’s estimated 23% tax rate

 

9

EX-99.2 3 d35043dex992.htm EX-99.2 EX-99.2

Exhibit 99.2 Investor Presentation Third Quarter 2025 December 16, 2025


Disclaimer Forward-Looking Statements This investor presentation 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 presentation, 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 “Q3 2025 Financial Summary & 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 21, 2025 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; the susceptibility of the price and availability of our merchandise to international trade conditions including tariffs; changes in U.S. and non-U.S. laws affecting the importation and taxation of goods, including imposition of unilateral tariffs on imported goods; 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; 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; 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. 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 release, including the tables attached hereto, reference is made to, adjusted earnings before interest, taxes, depreciation and amortization (EBITDA), adjusted net income and adjusted earnings per share (“EPS”). See attached table “Reconciliation of Net Income (loss) to EBITDA and EBITDA to Adjusted EBITDA,” for a reconciliation of net income(loss) to EBITDA and EBITDA to Adjusted EBITDA for the nine months ended November 2, 2025, versus the three and nine months ended October 27, 2024 and attached table “Reconciliation of Net Income (Loss) to Adjusted Net Income (Loss) and Adjusted Net Income (Loss) to Adjusted EPS,” for a reconciliation of net income (loss) to adjusted net income (loss) and adjusted net income (loss) to adjusted EPS for the three and nine months ended November 2, 2025 versus the three and nine months ended October 27, 2024. 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. Adjusted Net Income (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 Income (Loss) and Adjusted EPS excludes restructuring expenses, impairment expenses and an addition to our valuation allowance on our deferred tax asset 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 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 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


Q3 2025 Financial Summary & Fiscal 2025 Outlook Summary: ● Net loss of $10.1 million compared to net loss of $28.2 million in the prior year Third Quarter. 1 ● Reported EPS loss of $0.29; and adjusted EPS loss of $0.23 adjusted for tax valuation allowance of $2.0 million. 2 ● Adjusted EBITDA increased $5.5 million from the prior year to ($0.7) million. ● Cash and cash equivalents of $8.2 million with net liquidity of $88.6 million. ● Inventory down $39.2 million or 17.0% vs. last year. Outlook: ● Affirming higher end of previously issued Adjusted EBITDA guidance range with a range of $23 million to $25 million compared to previous guidance of $20 million to $25 million ● Updating net sales guidance to $555 million to $565 million compared to previous guidance of $570 million to $595 million ● Affirming capital expenditures at $17 million 1 See Reconciliation of net income / (loss) to adjusted net income / (loss) and adjusted net income / (loss) to adjusted EPS on slide 16 2 See Reconciliation of net income / (loss) to EBITDA and EBITDA to Adjusted EBITDA on slide 15 8


(4.9%) (0.6%) (11.5%) (7.0%) 53.8% Three Months Ended November 2, 2025 (9.6%) (6.9%) Margin Margin Margin 52.3% 1,2 Adjusted Net Net Sales Gross Profit Adjusted EBITDA 3,4 Income / (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 income / (loss) to EBITDA and EBITDA to Adjusted EBITDA on slide 15 3 Excludes net income / (loss) attributable to noncontrolling interest. 4 See Reconciliation of net income / (loss) to adjusted net income / (loss) on slide 16 9


53.6% 1.6% 2.1% (6.0%) (5.1%) Nine Months Ended November 2, 2025 (9.4%) (7.3%) 22.7% Margin Margin Margin 52.4% 1,2 Adjusted Net Net Sales Gross Profit Adjusted EBITDA 3,4 Income / (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 income/ ( loss) to EBITDA and EBITDA to Adjusted EBITDA on slide 15 3 Excludes net income / (loss) attributable to noncontrolling interest. 4 See Reconciliation of net income / loss to adjusted net income / loss on slide 16 10


Balance Sheet, Liquidity and Free Cash Flow 1,2 3 Debt to Capital Free Cash Flow ($ in millions) As of November 2, 2025 Cash and Cash Equivalents $8.2 Debt: Line of Credit $44.6 Term Loan $0.0 Total Debt $44.6 Total Shareholders’ Equity $157.7 Total Capitalization $202.3 Debt to Capital ratio 22.0% 1 Debt balances do not include TRI Holdings, LLC, a variable interest entity that is consolidated for reporting purposes 2 The Asset Based Lending Agreement extends to 2030 and provides for borrowings of up to $125.0 million 3 See Reconciliation of Free Cash Flow on slide 15 11


Net Sales and Adjusted EBITDA 1 Adjusted to reflect the add-back of long-term incentive, restructuring, and impairment expenses. 12


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 13 Initiatives Capital Expenditures ($ in millions)


THANK YOU


Appendix Reconciliation to 2025 Adjusted EBITDA and Free Cash Flow Adjusted EBITDA Free Cash Flow Three Months Ended Nine Months Ended Nine Months Ended November October November October November October 27, ($ in millions) ($ in millions) 2, 2025 27, 2024 2, 2025 27, 2024 2, 2025 2024 Net cash used in operating Net Income / (Loss) $(10.1) $(28.2) $(24.0) $(38.1) $(31.1) $(58.1) activities (+) Depreciation and Purchases of property 6.2 7.3 19.5 23.6 (5.8) (5.8) amortization and equipment (+) Amortization of Free Cash Flow $(36.9) $(63.9) internal-use software (non-GAAP) 1.3 1.4 3.5 3.9 hosting subscription implementation costs (+) Interest expense 1.2 1.3 4.2 3.2 (+) Income tax expense — 4.9 0.8 2.4 (benefit) EBITDA $(1.3) $(13.4) $4.0 $(5.0) (+) Long-term incentive 0.6 1.0 2.1 3.4 expense (+) Impairment expense — — 0.5 — (+) Restructuring expense — 6.2 0.9 7.7 Adjusted EBITDA $(0.7) $(6.2) $7.5 $6.1 15


Appendix Reconciliation to 2025 Adjusted Net Income / (Loss) Adjusted Net Income / (Loss) Three Months Ended Nine Months Ended ($ in millions) November 2, 2025 October 27, 2024 November 2, 2025 October 27, 2024 Amount Per share Amount Per share Amount Per share Amount Per share Net Income / (Loss) $(10.1) $(0.29) $(28.2) $(0.84) $(24.1) $(0.71) $(38.1) $(1.14) (+) Restructuring expenses — — 6.2 0.18 0.9 0.02 7.7 0.23 (+) Impairment expenses — — — — 0.5 0.02 — — Income tax effect of — — (1.4) (0.04) (0.3) (0.01) (1.8) (0.05) impairment Adjusted net income / (loss) $(10.1) $(0.29) $(23.5) $(0.70) $(23.1) $(0.67) $(32.1) $(0.96) before tax valuation allowance (+) Tax valuation allowance 2.0 0.06 8.8 0.26 5.3 0.15 8.8 0.27 Adjusted Net Income / (Loss) $(8.1) $(0.23) $(14.6) $(0.44) $(17.8) $(0.52) $(23.3) $(0.70) 16