8-K
DULUTH HOLDINGS INC. (DLTH)
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): June 5, 2025
DULUTH HOLDINGS INC.
(Exact name of registrant as specified in its charter)
| Wisconsin | 001-37641 | 39-1564801 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>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<br> <br>Symbol(s) | Name of each exchange<br> <br>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 June 5, 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 first quarter ended May 4, 2025. A copy of the Earnings Press Release is furnished as Exhibit 99.1 to this report.
| Item 7.01 | Regulation FD Disclosure. |
|---|
On June 5, 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 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 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; 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<br>No. | Description |
|---|---|
| 99.1 | Earnings Press Release, dated June 5, 2025 |
| 99.2 | Investor Presentation, dated June 5, 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: June 5, 2025 | ||
| By: | /s/ Heena Agrawal | |
| Name: | Heena Agrawal | |
| Title: | Senior Vice President and Chief Financial Officer |
EX-99.1
Exhibit 99.1
Duluth Holdings Inc. Announces First Quarter 2025 Financial Results
New leadership focuses on business simplification and brand enablers
Company takes action to right size cost structure
MOUNT HOREB, WI – June 5, 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 first quarter ended May 4, 2025.
Summary of the First Quarter ended May 4, 2025
| • | Net sales of $102.7 million |
|---|---|
| • | Net loss of $15.3 million and adjusted net loss^1^ of<br>$10.8 million, compared to net loss of $7.9 million in the prior year first quarter. Adjusted net loss of $10.8 million excludes $4.1 million related to additions to our valuation allowance on our deferred tax asset and<br>impairment expenses of $0.4 million, net of tax |
| --- | --- |
| • | EPS per diluted share of ($0.45); Adjusted EPS^1^of ($0.32)<br> |
| --- | --- |
| • | Adjusted EBITDA^2^ decreased $5.6 million from the prior<br>year to ($3.8) million, representing (3.7%) of net sales |
| --- | --- |
| • | Cash and cash equivalents of $8.6 million with net liquidity of $44.6 million |
| --- | --- |
| • | Expense savings initiated to right size the business |
| --- | --- |
| ^1^ | See Reconciliation of net loss to adjusted net loss and adjusted net loss to adjusted EPS in the accompanying<br>financial tables. |
| --- | --- |
| ^2^ | See Reconciliation of net loss to EBITDA and EBITDA to Adjusted EBITDA in the accompanying financial tables.<br> |
| --- | --- |
Management Commentary
| President and CEO Stephanie Pugliese stated, “I am honored to return to Duluth bringing my unwavering belief in this brand and its<br>potential. Duluth Trading is loved for its high-quality, problem-solving products anchored on authentic, humorous, hard working, and humble brand attributes.”<br> <br><br><br><br>Pugliese added, “Our operating performance over the past few years has been challenging as business complexity has increased. To capture the full<br>potential of the brand and drive shareholder value, I am taking decisive actions to simplify the business and focus on the key areas of brand awareness, solution-based products and product innovation, and customer service. I will be conducting an in-depth review of our brand and product portfolio as we look to reinvigorate the Duluth brand.” |
|---|
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| “I am committed to leveraging the foundational work on product sourcing, fulfillment center network optimization and store portfolio rationalization, as well as streamlining our expense base across the organization. I strongly<br>believe that business simplification and a focus on Duluth Trading’s core strengths will create shareholder value and return the company to profitable growth over time,” concluded Pugliese. |
|---|
Operating Results for the First Quarter ended May 4, 2025
Net sales decreased 12.0% to $102.7 million, compared to $116.7 million in the same period a year ago. Direct to-consumer net sales decreased by 17.1% to $62.6 million primarily driven by lower site traffic compared to the prior year, partially offset by higher average order value. Retail store net sales decreased by 2.6% to $40.2 million due to slower store traffic.
Gross profit margin rate decreased 80 basis points to 52.0%, compared to 52.8% in the corresponding prior year primarily driven by higher clearance penetration, partially offset by improvement in product costs from our direct to factory sourcing initiative. Gross profit decreased to $53.4 million, compared to $61.6 million in the corresponding prior year.
Selling, general and administrative expenses decreased 6.9% to $65.7 million, compared to $70.6 million in the same period a year ago. As a percentage of net sales, selling, general and administrative expenses deleveraged to 64.0%, compared to 60.5% in the corresponding prior year period mainly driven by a decrease in net sales.
Balance Sheet and Liquidity
The Company ended the quarter with $8.6 million of cash and cash equivalents, net working capital of $54.2 million, $64.0 million outstanding debt on the Duluth Trading $100 million revolving line of credit and $44.6 million of liquidity.
Fiscal 2025 Outlook
The Company is maintaining our previously issued fiscal 2025 financial guidance at this time and will update you as there are changes in the macroeconomic environment.
ConferenceCall Information
A conference call and audio webcast with analysts and investors will be held on Thursday, June 5, 2025 at 9:30 am Eastern Time, to discuss the results and answer questions.
| • | Live conference call:<br>844-875-6915 (domestic) or 412-317-6711 (international) |
|---|---|
| • | Conference call replay available through June 12, 2025: 877-344-7529 (domestic) or 412-317-0088 (international) |
| --- | --- |
| • | Replay access code: 8123705 |
| --- | --- |
| • | 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/10199243/ff038e2354 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.
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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 loss and adjusted earnings per share (EPS). See attached table “Reconciliation of Net Loss to EBITDA and EBITDA to Adjusted EBITDA,” for a reconciliation of net loss to EBITDA and EBITDA to Adjusted EBITDA for the three months ended May 4, 2025, versus the three months ended April 28, 2024 and attached table “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 ended May 4, 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.
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 excludes 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.
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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; 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
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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.
The Company revised its prior period financialstatements 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 immaterialcorrections that were identified by management and when accumulated, required a correction to the Company’s previously filed financial statements.
Investor Contacts:
Tom Filandro
ICR, Inc.
(646) 277-1200
DuluthIR@icrinc.com
(Tables Follow)
***
5
DULUTH HOLDINGS INC.
Condensed Consolidated Balance Sheets
(Unaudited)
(Amounts inthousands)
| May 4, 2025 | February 2, 2025 | April 28, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| ASSETS | |||||||||
| Current Assets: | |||||||||
| Cash and cash equivalents | $ | 8,579 | $ | 3,335 | $ | 6,799 | |||
| Receivables | 4,248 | 3,970 | 10,572 | ||||||
| Income tax receivable | — | — | 84 | ||||||
| Inventory, net | 176,108 | 166,545 | 136,434 | ||||||
| Prepaid expenses & other current assets | 22,189 | 17,781 | 17,537 | ||||||
| Total current assets | 211,124 | 191,631 | 171,426 | ||||||
| Property and equipment, net | 106,274 | 111,560 | 126,526 | ||||||
| Operating lease<br>right-of-use assets | 100,076 | 102,663 | 117,400 | ||||||
| Finance lease<br>right-of-use assets, net | 32,112 | 32,957 | 38,432 | ||||||
| Available-for-sale<br>security | 4,860 | 4,491 | 4,798 | ||||||
| Other assets, net | 9,259 | 9,140 | 9,629 | ||||||
| Deferred tax assets | — | — | 3,942 | ||||||
| Total assets | $ | 463,705 | $ | 452,442 | $ | 472,153 | |||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||
| Current liabilities: | |||||||||
| Trade accounts payable | $ | 45,940 | $ | 73,882 | $ | 37,419 | |||
| Accrued expenses and other current liabilities | 27,543 | 35,684 | 29,712 | ||||||
| Income taxes payable | 65 | 65 | — | ||||||
| Current portion of operating lease liabilities | 15,875 | 15,534 | 16,619 | ||||||
| Current portion of finance lease liabilities | 2,578 | 2,541 | 3,253 | ||||||
| Line of credit | 64,000 | — | 11,000 | ||||||
| Current maturities of TRI long-term<br>debt^1^ | 953 | 931 | 867 | ||||||
| Total current liabilities | 156,954 | 128,637 | 98,870 | ||||||
| Operating lease liabilities, less current maturities | 86,471 | 89,222 | 102,188 | ||||||
| Finance lease liabilities, less current maturities | 29,962 | 30,621 | 33,435 | ||||||
| Duluth long-term debt, less current maturities | — | — | — | ||||||
| TRI long-term debt, less current<br>maturities^1^ | 24,054 | 24,283 | 24,933 | ||||||
| Deferred tax liabilities | 1,371 | — | — | ||||||
| Total liabilities | 298,812 | 272,763 | 259,426 | ||||||
| Shareholders’ equity: | |||||||||
| Treasury stock | (2,596 | ) | (2,332 | ) | (2,121 | ) | |||
| Capital stock | 108,329 | 108,009 | 105,061 | ||||||
| Retained earnings | 62,428 | 77,721 | 113,367 | ||||||
| Accumulated other comprehensive loss, net | (300 | ) | (722 | ) | (532 | ) | |||
| Total shareholders’ equity of Duluth Holdings Inc. | 167,861 | 182,676 | 215,775 | ||||||
| Noncontrolling interest | (2,968 | ) | (2,997 | ) | (3,048 | ) | |||
| Total shareholders’ equity | 164,893 | 179,679 | 212,727 | ||||||
| Total liabilities and shareholders’ equity | $ | 463,705 | $ | 452,442 | $ | 472,153 | |||
| ^1^ | Represents debt of the variable interest entity, TRI Holdings, LLC, that is consolidated in accordance with ASC<br>810, Consolidation. Duluth Holdings Inc. is not the guarantor nor the obligor of this debt. | ||||||||
| --- | --- |
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DULUTH HOLDING INC.
Consolidated Statements of Operations
(Unaudited)
(Amounts inthousands, except per share figures)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| May 4, 2025 | April 28, 2024 | |||||
| Net sales | $ | 102,704 | $ | 116,684 | ||
| Cost of goods sold (excluding depreciation and amortization) | 49,349 | 55,060 | ||||
| Gross profit | 53,355 | 61,624 | ||||
| Selling, general and administrative expenses | 65,707 | 70,595 | ||||
| Operating loss | (12,352 | ) | (8,971 | ) | ||
| Interest expense | 1,481 | 993 | ||||
| Other (loss) income, net | (161 | ) | 16 | |||
| Loss before income taxes | (13,994 | ) | (9,948 | ) | ||
| Income tax expense (benefit) | 1,270 | (2,083 | ) | |||
| Net loss | (15,264 | ) | (7,865 | ) | ||
| Less: Net income attributable to noncontrolling interest | 29 | 8 | ||||
| Net loss attributable to controlling interest | $ | (15,293 | ) | $ | (7,873 | ) |
| Basic earnings per share (Class A and Class B): | ||||||
| Weighted average shares of common stock outstanding | 33,714 | 33,087 | ||||
| Net loss per share attributable to controlling interest | $ | (0.45 | ) | $ | (0.24 | ) |
| Diluted earnings per share (Class A and Class B): | ||||||
| Weighted average shares and equivalents outstanding | 33,714 | 33,087 | ||||
| Net loss per share attributable to controlling interest | $ | (0.45 | ) | $ | (0.24 | ) |
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DULUTH HOLDINGS INC.
Consolidated Statements of Cash Flows
(Unaudited)
(Amounts inthousands)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| May 4, 2025 | April 28, 2024 | |||||
| Cash flows from operating activities: | ||||||
| Net loss | $ | (15,264 | ) | $ | (7,865 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Depreciation and amortization | 6,749 | 8,251 | ||||
| Stock based compensation | 254 | 1,372 | ||||
| Deferred income taxes | 1,371 | (2,274 | ) | |||
| Loss on disposal of property and equipment | 748 | 13 | ||||
| Changes in operating assets and liabilities: | ||||||
| Receivables | (278 | ) | (4,617 | ) | ||
| Income taxes receivable | — | 533 | ||||
| Inventory | (9,563 | ) | (10,677 | ) | ||
| Prepaid expense & other current assets | (1,920 | ) | 871 | |||
| Software hosting implementation costs, net | (2,446 | ) | (2,617 | ) | ||
| Trade accounts payable | (28,159 | ) | (13,150 | ) | ||
| Accrued expenses and deferred rent obligations | (7,940 | ) | (4,488 | ) | ||
| Other assets | (193 | ) | 37 | |||
| Noncash lease impacts | 178 | 945 | ||||
| Net cash used in operating activities | (56,463 | ) | (33,666 | ) | ||
| Cash flows from investing activities: | ||||||
| Purchases of property and equipment | (1,332 | ) | (1,525 | ) | ||
| Principal receipts from<br>available-for-sale security | 53 | 48 | ||||
| Net cash used in investing activities | (1,279 | ) | (1,477 | ) | ||
| Cash flows from financing activities: | ||||||
| Proceeds from line of credit | 64,450 | 28,000 | ||||
| Payments on line of credit | (450 | ) | (17,000 | ) | ||
| Payments on TRI long term debt | (225 | ) | (204 | ) | ||
| Payments on finance lease obligations | (622 | ) | (737 | ) | ||
| Payments of tax withholding on vested restricted shares | (264 | ) | (383 | ) | ||
| Other | 97 | 109 | ||||
| Net cash provided by financing activities | 62,986 | 9,785 | ||||
| Increase (decrease) in cash and cash equivalents | 5,244 | (25,358 | ) | |||
| Cash and cash equivalents at beginning of period | 3,335 | 32,157 | ||||
| Cash and cash equivalents at end of period | $ | 8,579 | $ | 6,799 | ||
| Supplemental disclosure of cash flow information: | ||||||
| Interest paid | $ | 1,481 | $ | 993 | ||
| Income taxes paid | $ | — | $ | 2 | ||
| Supplemental disclosure of non-cashinformation: | ||||||
| Unpaid liability to acquire property and equipment | $ | 1,271 | $ | 1,392 |
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DULUTH HOLDINGS INC.
Reconciliation of Net Loss to EBITDA and EBITDA to Adjusted EBITDA
For the Fiscal Quarters Ended May 4, 2025 and April 28, 2024
(Unaudited)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| May 4, 2025 | April 28, 2024 | |||||
| (in thousands) | ||||||
| Net loss | $ | (15,264 | ) | $ | (7,865 | ) |
| Depreciation and amortization | 6,749 | 8,251 | ||||
| Amortization of internal-use software hosting subscription<br>implementation costs | 1,129 | 1,170 | ||||
| Interest expense | 1,481 | 993 | ||||
| Income tax expense (benefit) | 1,270 | (2,083 | ) | |||
| EBITDA | $ | (4,635 | ) | $ | 466 | |
| Long-term incentive expense | 293 | 1,372 | ||||
| Impairment expense | 549 | — | ||||
| Adjusted EBITDA | $ | (3,793 | ) | $ | 1,838 |
DULUTH HOLDINGS INC.
Reconciliation of Net Loss to Adjusted Net Loss and Adjusted Net Loss to Adjusted EPS
For the Fiscal Quarter Ended May 4, 2025
(Unaudited)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| May 4, 2025 | ||||||
| (in thousands, except per share amounts) | Amount | Per share | ||||
| Net loss attributable to controlling interest | $ | (15,293 | ) | $ | (0.45 | ) |
| Plus: Impairment expenses | 549 | 0.02 | ||||
| Income tax effect of impairment<br>expenses^1^ | (126 | ) | (0.00 | ) | ||
| Adjusted net loss before valuation allowance | (14,870 | ) | (0.44 | ) | ||
| Plus: Valuation allowance | 4,114 | 0.12 | ||||
| Adjusted net loss attributable to controlling interest | $ | (10,756 | ) | $ | (0.32 | ) |
| ^1^ | Impairment expenses are net of tax using the Company’s estimated 23% tax rate | |||||
| --- | --- |
9
EX-99.2
Exhibit 99.2 Investor Presentation First Quarter 2025 June 5, 2025
Disclaimer Forward-Looking Statements This 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 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 “Q1 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; 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. 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 net loss and adjusted EPS, adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) and Free Cash Flow. See Appendix Table “Adjusted Net Loss”, for a reconciliation of net loss to adjusted net loss and adjusted net loss to adjusted EPS, “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 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 excludes impairment expenses and an addition to our valuation allowance on our deferred tax asset that are not comparable from period to period. 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
Q1 2025 Financial Summary & Fiscal 2025 Outlook Summary ● Net sales of $102.7 million 1 ● Net loss of $15.3 million and adjusted net loss of $10.8 million, compared to net loss of $7.9 million in the prior year first quarter ○ Adjusted net loss of $10.8 million excludes $4.1 million related to additions to our valuation allowance on our deferred tax asset and impairment expenses of $0.4 million, net of tax 1 ● EPS per diluted share of ($0.45); Adjusted EPS of ($0.32) 2 ● Adjusted EBITDA decreased $5.6 million from the prior year to ($3.8) million, representing (3.7%) of net sales ● Cash and cash equivalents of $8.6 million with net liquidity of $44.6 million ● Expense savings initiated to right size the business Outlook ● Maintaining fiscal year 2025 financial guidance ○ Adjusted EBITDA range of $20 to $25 million 1 See Reconciliation of net loss to adjusted net loss and adjusted net loss to adjusted EPS on slide 15 2 See Reconciliation of net loss to EBITDA and EBITDA to Adjusted EBITDA on slide 14 8
52.0% 1.6% (3.7%) (6.7%) (10.5%) Three Months Ended May 4, 2025 (12.0%) (13.4%) Margin Margin Margin 52.8% 1,2 3,4 Net Sales Gross Profit Adjusted EBITDA Adjusted Net Loss ($ in millions) ($ in millions) ($ in millions) ($ in millions) 1 Adjusted to reflect the add-back of long-term incentive, and impairment expenses 2 See Reconciliation of net loss to EBITDA and EBITDA to Adjusted EBITDA on slide 14 3 Excludes net income (loss) attributable to noncontrolling interest. 4 See Reconciliation of net loss to adjusted net loss on slide 15 9
Strong Balance Sheet, Liquidity and Free Cash Flow 1,2 3 Debt to Capital Free Cash Flow ($ in millions) As of May 4, 2025 Cash and Cash Equivalents $8.6 Debt: Line of Credit $64.0 Term Loan $0.0 Total Debt $64.0 Total Shareholders’ Equity $167.9 Total Capitalization $231.9 Debt to Capital ratio 27.6% 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 $100.0 million 3 See Reconciliation of Free Cash Flow on slide 14 10
Net Sales and Adjusted EBITDA 1 Adjusted to reflect the add-back of long-term incentive, restructuring, and impairment expenses. 11
Capital Expenditures 4 New Salt Lake 15 New 2 New Adairsville FC Stores Stores City FC Stores 1 New Website Technology Roadmap Store re-platform 12 Initiatives Capital Expenditures ($ in millions)
THANK YOU
Appendix Reconciliation to 2025 Adjusted EBITDA and Free Cash Flow Adjusted EBITDA Free Cash Flow 3 Months Ended 3 Months Ended ($ in millions) May 4, 2025 Apr 28, 2024 ($ in millions) May 4, 2025 Apr 28, 2024 Net cash used in operating Net loss $(15.3) $(7.9) $(56.5) $(33.7) activities Purchases of property and (+) Depreciation and amortization 6.7 8.3 (1.3) (1.5) equipment (+) Amortization of internal-use software Free Cash Flow (non-GAAP) $(57.8) $(35.2) 1.1 1.2 hosting subscription implementation costs (+) Interest expense 1.5 1.0 (+) Income tax expense (benefit) 1.3 (2.1) EBITDA $(4.6) $0.5 (+) Long-term incentive expense 0.3 1.4 (+) Impairment expense 0.5 — Adjusted EBITDA $(3.8) $1.8 14
Appendix Reconciliation to 2025 Adjusted Net Loss Adjusted Net Loss 3 Months Ended ($ in millions) May 4, 2025 Amount Per share Net loss $(15.3) $(0.45) (+) Impairment expenses 0.5 0.02 Income tax effect of impairment (0.1) (0.00) Adjusted net loss before valuation allowance $(14.9) $(0.44) (+) Valuation allowance 4.1 0.12 Adjusted Net Loss $(10.8) $(0.32) 15