Duluth Holdings Inc 10-Q for FY2027 Q2
Duluth Holdings Inc. (DLTH)
About this 10-Q
Duluth Holdings Inc filed this 10-Q on September 4, 2026, covering the quarter ended August 2, 2026 (FY2027 Q2).
Headline figures
Quarter ended August 2, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $121.39M
- down 7.8% from $131.72M a year earlier
- Net income
- $18.36M
- up 1356.1% from net income of $1.26M a year earlier
- Diluted EPS
- $0.50
- up 1150.0% from $0.04 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF |
For the transition period from _______ to _______
Commission File Number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
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(Address of principal executive offices) |
(Zip Code) |
( |
(Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer |
☐ |
Accelerated Filer |
☐ |
☑ |
Smaller Reporting Company |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The number of shares outstanding of the Registrant’s Class A common stock, no par value, as of September 3, 2026, was
The number of shares outstanding of the Registrant’s Class B common stock, no par value, as of September 3, 2026, was
DULUTH HOLDINGS INC.
QUARTERLY REPORT ON FORM 10-Q
FOR QUARTER ENDED August 2, 2026
INDEX
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
DULUTH HOLDINGS INC.
Condensed Consolidated Balance Sheets
(Unaudited)
(Amounts in thousands)
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August 2, 2026 |
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February 1, 2026 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Receivables |
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Inventory |
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Prepaid expenses & other current assets |
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Total current assets |
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Property and equipment, net |
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Operating lease right-of-use assets |
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Finance lease right-of-use assets, net |
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Available-for-sale security |
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Other assets, net |
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Total assets |
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$ |
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$ |
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LIABILITIES AND SHAREHOLDERS' EQUITY |
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Current liabilities: |
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Trade accounts payable |
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$ |
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$ |
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Accrued expenses and other current liabilities |
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Current portion of operating lease liabilities |
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Current portion of finance lease liabilities |
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Line of credit |
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Current maturities of TRI long-term debt |
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Total current liabilities |
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Operating lease liabilities, less current maturities |
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Finance lease liabilities, less current maturities |
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TRI long-term debt, less current maturities |
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Deferred tax liabilities |
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Total liabilities |
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Shareholders' equity: |
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Preferred stock, |
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Common stock (Class A), |
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Common stock (Class B), |
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Treasury stock, at cost; |
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( |
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( |
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Capital stock |
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Retained earnings |
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Accumulated other comprehensive loss |
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( |
) |
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( |
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Total shareholders' equity of Duluth Holdings Inc. |
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Noncontrolling interest |
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( |
) |
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( |
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Total shareholders' equity |
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Total liabilities and shareholders' equity |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
DULUTH HOLDINGS INC.
Condensed Consolidated Statements of Operations
(Unaudited)
(Amounts in thousands, except per share figures)
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Three Months Ended |
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Six Months Ended |
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August 2, 2026 |
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August 3, 2025 |
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August 2, 2026 |
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August 3, 2025 |
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Net sales |
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$ |
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$ |
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$ |
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$ |
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Cost of goods sold (excluding depreciation and amortization) |
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Gross profit |
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Selling, general and administrative expenses |
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Impairment of long-lived assets |
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— |
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— |
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Restructuring expense |
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— |
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Operating income (loss) |
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( |
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Interest expense |
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Other income (loss), net |
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( |
) |
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( |
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Income (loss) before income taxes |
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( |
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Income tax expense (benefit) |
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( |
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Net income (loss) |
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( |
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Less: Net income attributable to noncontrolling interest |
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Net income (loss) attributable to controlling interest |
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$ |
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$ |
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$ |
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$ |
( |
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Basic earnings per share (Class A and Class B): |
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Weighted average shares of common stock outstanding |
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Net income (loss) per share attributable to controlling |
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$ |
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$ |
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$ |
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$ |
( |
) |
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Diluted earnings per share (Class A and Class B): |
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Weighted average shares and equivalents outstanding |
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Net income (loss) per share attributable to controlling |
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$ |
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$ |
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$ |
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$ |
( |
) |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
DULUTH HOLDINGS INC.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
(Amounts in thousands)
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Three Months Ended |
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Six Months Ended |
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August 2, 2026 |
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August 3, 2025 |
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August 2, 2026 |
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August 3, 2025 |
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Net income (loss) |
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$ |
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$ |
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$ |
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$ |
( |
) |
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Other comprehensive income (loss) |
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Securities available-for sale: |
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Unrealized security gain (loss) arising during the period |
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( |
) |
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( |
) |
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Income tax expense |
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— |
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— |
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— |
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— |
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Other comprehensive income (loss) |
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( |
) |
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( |
) |
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Comprehensive income (loss) |
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( |
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Comprehensive income attributable to noncontrolling interest |
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Comprehensive income (loss) attributable to controlling |
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$ |
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$ |
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$ |
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$ |
( |
) |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
5
DULUTH HOLDINGS INC.
(Unaudited)
(Amounts in thousands)
|
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Six Months Ended August 2, 2026 |
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Accumulated |
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Noncontrolling |
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Capital stock |
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other |
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interest in |
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Total |
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Treasury |
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Retained |
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comprehensive |
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variable interest |
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shareholders' |
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Shares |
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Amount |
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stock |
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earnings |
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loss |
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entity |
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equity |
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Balance at February 1, 2026 |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Issuance of common stock |
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— |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Restricted stock forfeitures |
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( |
) |
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— |
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— |
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— |
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— |
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— |
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— |
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Restricted stock surrendered for |
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( |
) |
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— |
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( |
) |
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— |
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— |
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— |
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( |
) |
Other comprehensive income |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
Net (loss) income |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
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Balance at May 3, 2026 |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Issuance of common stock |
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— |
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— |
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— |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Restricted stock forfeitures |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Restricted stock surrendered for |
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( |
) |
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— |
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( |
) |
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— |
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— |
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— |
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( |
) |
Other comprehensive income |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
Net income |
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— |
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— |
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— |
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— |
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Balance at August 2, 2026 |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
6
DULUTH HOLDINGS INC.
(Unaudited)
(Amounts in thousands)
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Six Months Ended August 3, 2025 |
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Accumulated |
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Noncontrolling |
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Capital stock |
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other |
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interest in |
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Total |
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Treasury |
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Retained |
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comprehensive |
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variable interest |
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shareholders' |
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Shares |
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Amount |
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stock |
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earnings |
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loss |
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entity |
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equity |
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Balance at February 2, 2025 |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Issuance of common stock |
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— |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Restricted stock forfeitures |
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( |
) |
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— |
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— |
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— |
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— |
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— |
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— |
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Restricted stock surrendered for |
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( |
) |
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— |
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( |
) |
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— |
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— |
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— |
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( |
) |
Other comprehensive income |
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— |
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— |
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— |
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— |
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— |
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Net (loss) income |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
|
Balance at May 4, 2025 |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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||||
Issuance of common stock |
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— |
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— |
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— |
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— |
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|||
Stock-based compensation |
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— |
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— |
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— |
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— |
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— |
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Restricted stock forfeitures |
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( |
) |
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— |
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— |
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— |
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— |
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— |
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— |
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Restricted stock surrendered for |
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( |
) |
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— |
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( |
) |
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— |
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— |
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— |
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( |
) |
Other comprehensive income |
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— |
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— |
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— |
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— |
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— |
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Net income |
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— |
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— |
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— |
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— |
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Balance at August 3, 2025 |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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$ |
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||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
DULUTH HOLDINGS INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Amounts in thousands)
|
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Six Months Ended |
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August 2, 2026 |
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August 3, 2025 |
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||
Cash flows from operating activities: |
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Net income (loss) |
|
$ |
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$ |
( |
) |
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Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
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Depreciation and amortization |
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Stock based compensation |
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Impairment of long-lived assets |
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Deferred income taxes |
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Loss on disposal of property and equipment |
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Non-cash lease expense |
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Changes in operating assets and liabilities: |
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|
|
||
Receivables |
|
|
|
|
|
( |
) |
|
Inventory |
|
|
|
|
|
|
||
Prepaid expense & other current assets |
|
|
( |
) |
|
|
( |
) |
Software hosting implementation costs, net |
|
|
|
|
|
( |
) |
|
Trade accounts payable |
|
|
( |
) |
|
|
( |
) |
Accrued expenses and other current liabilities |
|
|
( |
) |
|
|
( |
) |
Operating lease liabilities |
|
|
( |
) |
|
|
( |
) |
Other assets |
|
|
( |
) |
|
|
( |
) |
Net cash provided by (used in) operating activities |
|
|
|
|
|
( |
) |
|
Cash flows from investing activities: |
|
|
|
|
|
|
||
Purchases of property and equipment |
|
|
( |
) |
|
|
( |
) |
Principal receipts from available-for-sale security |
|
|
|
|
|
|
||
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
||
Proceeds from line of credit |
|
|
|
|
|
|
||
Payments on line of credit |
|
|
( |
) |
|
|
( |
) |
Payments on TRI long-term debt |
|
|
( |
) |
|
|
( |
) |
Payments on finance lease obligations |
|
|
( |
) |
|
|
( |
) |
Payments of tax withholding on vested restricted shares |
|
|
( |
) |
|
|
( |
) |
Other |
|
|
|
|
|
|
||
Net cash provided by (used in) financing activities |
|
|
( |
) |
|
|
|
|
Increase in cash and cash equivalents |
|
|
|
|
|
|
||
Cash and cash equivalents at beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents at end of period |
|
$ |
|
|
$ |
|
||
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
||
Interest paid |
|
$ |
|
|
$ |
|
||
Income taxes paid |
|
$ |
|
|
$ |
|
||
Supplemental disclosure of non-cash information: |
|
|
|
|
|
|
||
Unpaid liability to acquire property and equipment |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
DULUTH HOLDINGS INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION
A. Nature of Operations
Duluth Holdings Inc. (“Duluth Trading” or the “Company”), a Wisconsin corporation, is a lifestyle brand of men’s and women’s workwear, casual wear, outdoor apparel and accessories sold primarily through the Company’s own omnichannel platform. The Company’s products are marketed under the Duluth Trading Company brand, with the majority of products being exclusively developed and sold as Duluth Trading branded merchandise.
The Company identifies its operating segments according to how its business activities are managed and evaluated. The Company continues to report
The Company has
B. Basis of Presentation
The condensed consolidated financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”). The Company consolidates TRI Holdings, LLC (“TRI”) as a variable interest entity (see Note 6 “Variable Interest Entity” for further information). All significant intercompany balances and transactions have been eliminated in consolidation.
The Company’s fiscal year ends on the Sunday nearest to
The accompanying condensed consolidated financial statements as of and for the three and six months ended August 2, 2026 and August 3, 2025 have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, in the opinion of the Company, include all adjustments (which are normal and recurring in nature) necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such SEC rules and regulations as of and for the three and six months ended August 2, 2026 and August 3, 2025. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s annual report on Form 10-K for the fiscal year ended February 1, 2026.
C. Inventory
Inventory consists of finished goods stated at the lower of cost or net realizable value, with cost determined using the first-in, first-out valuation method. The Company records an inventory reserve for the anticipated loss associated with selling inventories below cost. Inventory reserve for excess, obsolete items, and shrinkage was $
9
DULUTH HOLDINGS INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
D. Prepaid Expenses and Other Assets
Prepaid expenses and other assets consist of the following:
|
|
August 2, 2026 |
|
|
February 1, 2026 |
|
||
(in thousands) |
|
|
|
|
|
|
||
Prepaid expenses & other current assets |
|
|
|
|
|
|
||
Pending returns inventory, net |
|
$ |
|
|
$ |
|
||
Current software hosting implementation costs, net |
|
|
|
|
|
|
||
Other prepaid expenses |
|
|
|
|
|
|
||
Prepaid expenses & other current assets |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Other assets, net |
|
|
|
|
|
|
||
Intangible assets, net |
|
$ |
|
|
$ |
|
||
Non-current software hosting implementation costs |
|
|
|
|
|
|
||
Other assets, net |
|
|
|
|
|
|
||
Other assets, net |
|
$ |
|
|
$ |
|
||
E. Seasonality of Business
The Company’s business is affected by the pattern of seasonality common to most apparel businesses. Historically, the Company has recognized a significant portion of its revenue and operating profit in the fourth fiscal quarter of each year due to increased sales during the holiday season.
F. Cash and Cash Equivalents
The Company considers short-term investments with original maturities of three months or less when purchased to be cash equivalents. Amounts receivable from credit card issuers are typically converted to cash within
G. Reclassifications
Certain prior year amounts, which are not material, have been reclassified to conform to the current year presentation in the condensed consolidated financial statements and accompanying notes to the condensed consolidated financial statements.
H. Significant Accounting Policies
There have been no significant changes to the Company’s significant accounting policies as described in the Company’s Annual Report on Form 10-K for the year ended February 1, 2026 except as described below.
IEEPA Tariff Refunds
On February 20, 2026, the U.S. Supreme Court issued a ruling relating to tariffs imposed under the International Emergency Economic Powers Act ("IEEPA"). Following the ruling, the U.S. Customs and Border Protection and other federal agencies issued additional guidance and took actions affecting the assessment, collection, refund, and/or protest of certain tariffs. In March 2026, the U.S. Court of International Trade issued an additional ruling stating that importers that have paid tariffs under IEEPA are due refunds. The Company submitted its refund request in the first quarter of 2026 for reimbursement in the amount of $
The Company received tariff refunds of $
10
DULUTH HOLDINGS INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
In July 2026, the Company also reached an agreement and obtained a credit memorandum from a vendor to collect $
In addition, the Company expects to reimburse certain vendors for tariff charges that the Company previously passed through to those vendors, which the Company was refunded in the second quarter of 2026. The Company expects to pay approximately $
2. LEASES
The expense components of the Company’s leases reflected on the Company’s condensed consolidated statement of operations were as follows:
|
|
Consolidated Statement |
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
of Operations |
|
August 2, 2026 |
|
|
August 3, 2025 |
|
|
August 2, 2026 |
|
|
August 3, 2025 |
|
||||
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Finance lease expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of right-of- |
|
Selling, general and |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest on lease liabilities |
|
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total finance lease expense |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Operating lease expense |
|
Selling, general and |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Amortization of build-to- |
|
Selling, general and |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Variable lease expense |
|
Selling, general and |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total lease expense |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Other information related to leases were as follows:
|
|
Six Months Ended |
|
|||||
|
|
August 2, 2026 |
|
|
August 3, 2025 |
|
||
(in thousands) |
|
|
|
|
|
|
||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
|
||
Financing cash flows from finance leases |
|
$ |
|
|
$ |
|
||
Operating cash flows from finance leases |
|
$ |
|
|
$ |
|
||
Operating cash flows from operating leases |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Right-of-use assets obtained in exchange for lease liabilities: |
|
|
|
|
|
|
||
Operating leases |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Weighted-average remaining lease term (in years): |
|
|
|
|
|
|
||
Finance leases |
|
|
|
|
|
|
||
Operating leases |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Weighted-average discount rate: |
|
|
|
|
|
|
||
Finance leases |
|
|
% |
|
|
% |
||
Operating leases |
|
|
% |
|
|
% |
||
11
DULUTH HOLDINGS INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Future minimum lease payments under the non-cancellable leases are as follows as of August 2, 2026:
Fiscal year |
|
Finance |
|
|
Operating |
|
||
(in thousands) |
|
|
|
|
|
|
||
2026 (remainder of fiscal year) |
|
$ |
|
|
$ |
|
||
2027 |
|
|
|
|
|
|
||
2028 |
|
|
|
|
|
|
||
2029 |
|
|
|
|
|
|
||
2030 |
|
|
|
|
|
|
||
Thereafter |
|
|
|
|
|
|
||
Total future minimum lease payments |
|
$ |
|
|
$ |
|
||
Less – Discount |
|
|
( |
) |
|
|
( |
) |
Lease liability |
|
$ |
|
|
$ |
|
||
In the first quarter of 2026, the Company recorded an impairment charge of $
3. DEBT AND CREDIT AGREEMENT
Debt consists of the following:
|
|
August 2, 2026 |
|
|
February 1, 2026 |
|
||
(in thousands) |
|
|
|
|
|
|
||
TRI Senior Secured Note |
|
$ |
|
|
$ |
|
||
TRI Note |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
Less: current maturities |
|
|
|
|
|
|
||
TRI long-term debt |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Duluth Line of credit |
|
$ |
|
|
$ |
|
||
Less: current maturities |
|
|
|
|
|
|
||
Duluth long-term debt |
|
$ |
|
|
$ |
|
||
TRI Holdings, LLC
TRI entered into a senior secured note (“TRI Senior Secured Note”) with an original balance of $
TRI entered into a promissory note (“TRI Note”) with an original balance of $
While the above notes are consolidated in accordance with Accounting Standards Codification (“ASC”) Topic 810, Consolidation, the Company is not the guarantor nor the obligor of these notes.
12
DULUTH HOLDINGS INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Credit Agreement
On April 28, 2025, the Company entered into a credit agreement (the “Credit Agreement”) among the Company, certain financial institutions as Lenders thereto, and BMO Bank N.A., as Administrative Agent, a Swing Line Lender and a Letter of Credit Issuer. The Credit Agreement provides for borrowings of up to $
Under the Credit Agreement, (i) each Secured Overnight Financing Rate (“SOFR”) loan will bear interest on the outstanding principal amount at a rate per annum equal to adjusted term SOFR plus
The Company is also permitted to voluntarily prepay the Credit Agreement in whole or in part at any time, where borrowings bearing interest based on the base rate may be prepaid at any time without penalty and borrowings bearing interest based on SOFR may be prepaid, subject to payment of usual and customary breakage and redeployment costs. The revolver will mature on
The new $
On July 16, 2025, the Company entered into the First Amendment to the Credit Agreement, pursuant to which all revolving credit loans advanced or prepaid pursuant to any Sweep to Loan Arrangement then in effect shall bear interest based on the Base Rate.
As of August 2, 2026, the Company had
4. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consist of the following:
|
|
August 2, 2026 |
|
|
February 1, 2026 |
|
||
(in thousands) |
|
|
|
|
|
|
||
Salaries and benefits |
|
$ |
|
|
$ |
|
||
Deferred revenue |
|
|
|
|
|
|
||
Freight |
|
|
|
|
|
|
||
Product returns |
|
|
|
|
|
|
||
Unpaid purchases of property & equipment |
|
|
|
|
|
|
||
Accrued advertising |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total accrued expenses and other current liabilities |
|
$ |
|
|
$ |
|
||
13
DULUTH HOLDINGS INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
5. FAIR VALUE
ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date (i.e., an exit price). The exit price is based on the amount that the holder of the asset or liability would receive or need to pay in an actual transaction (or in a hypothetical transaction if an actual transaction does not exist) at the measurement date. ASC 820 describes a fair value hierarchy based on three levels of inputs that may be used to measure fair value, of which the first two are considered observable and the last unobservable, as follows:
Level 1 – Quoted prices in active markets for identical assets or liabilities.
Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The Company’s assets and liabilities measured at fair value are categorized as Level 3 instruments. The fair value of the Company’s available-for-sale security was valued based on a discounted cash flow method (Level 3), which incorporates the U.S. Treasury yield curve, credit information and an estimate of future cash flows. During the three and six months ended August 2, 2026, certain changes in the inputs did impact the fair value of the available-for-sale security. The calculated fair value is based on estimates that are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
The amortized cost and fair value of the Company’s available-for-sale security and the corresponding amount of gross unrealized gains and losses recognized in accumulated other comprehensive income are as follows:
|
|
August 2, 2026 |
|
|||||||||||||
|
|
Cost or |
|
|
Gross |
|
|
Gross |
|
|
|
|
||||
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Estimated |
|
||||
|
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Fair Value |
|
||||
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Level 1 security: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Level 3 security: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate trust |
|
$ |
|
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
|
||
|
|
February 1, 2026 |
|
|||||||||||||
|
|
Cost or |
|
|
Gross |
|
|
Gross |
|
|
|
|
||||
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Estimated |
|
||||
|
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Fair Value |
|
||||
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Level 1 security: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Level 3 security: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate trust |
|
$ |
|
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
|
||
The following table presents a reconciliation of the beginning and ending balances of the Company's corporate trust security measured at fair value on a recurring basis using significant unobservable inputs (Level 3):
|
|
Six Months Ended |
|
|||||
|
|
August 2, 2026 |
|
|
August 3, 2025 |
|
||
(in thousands) |
|
|
|
|
|
|
||
Corporate trust - (Level 3) |
|
|
|
|
|
|
||
Beginning balance |
|
$ |
|
|
$ |
|
||
Total gains (losses) included in OCI (Change in value) |
|
|
( |
) |
|
|
|
|
Settlements |
|
|
( |
) |
|
|
( |
) |
Ending balance |
|
$ |
|
|
$ |
|
||
14
DULUTH HOLDINGS INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Significant Unobservable Inputs |
|
August 2, 2026 |
|
|
February 1, 2026 |
|
||
Weighted Average Discount Rate |
|
|
% |
|
|
% |
||
Own credit risk |
|
|
% |
|
|
% |
||
Future Cash Flows (in thousands) |
|
$ |
|
|
$ |
|
||
The Company does not intend to sell the available-for-sale-security in the near term and does not believe that it will be required to sell the security. The Company reviews its securities on a quarterly basis to monitor its exposure to other-than-temporary impairment.
The following table presents future principal receipts related to the Company’s available-for-sale security by contractual maturity as of August 2, 2026.
|
|
Amortized |
|
|
Estimated |
|
||
|
|
Cost |
|
|
Fair Value |
|
||
(in thousands) |
|
|
|
|
|
|
||
Within one year |
|
$ |
|
|
$ |
|
||
After one year through five years |
|
|
|
|
|
|
||
After five years through ten years |
|
|
|
|
|
|
||
After ten years |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
The carrying values and fair values of other financial instruments in the Consolidated Balance Sheets are as follows:
|
|
August 2, 2026 |
|
|
February 1, 2026 |
|
||||||||||
|
|
Carrying Amount |
|
|
Fair Value |
|
|
Carrying Amount |
|
|
Fair Value |
|
||||
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
TRI Long-term debt, including short-term portion |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The above long-term debt, including short-term portion is attributable to the consolidation of TRI in accordance with ASC Topic 810, Consolidation. The fair value was also based on a discounted cash flow method (Level 3) based on credit information and an estimate of future cash flows.
6. VARIABLE INTEREST ENTITIES
Based upon the criteria set forth in ASC 810, Consolidation, the Company consolidates variable interest entities (“VIEs”) in which it has a controlling financial interest and is therefore deemed the primary beneficiary. A controlling financial interest will have both of the following characteristics: (a) the power to direct the VIE activities that most significantly impact economic performance; and (b) the obligation to absorb the VIE losses and the right to receive benefits that are significant to the VIE. The Company has determined that it was the primary beneficiary of
The Company leases the Company’s headquarters in Mt. Horeb, Wisconsin from TRI. In conjunction with the lease, the Company originally invested $
15
DULUTH HOLDINGS INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
The condensed consolidated balance sheets include the following amounts as a result of the consolidation of TRI as of August 2, 2026 and February 1, 2026:
|
|
August 2, 2026 |
|
|
February 1, 2026 |
|
||
(in thousands) |
|
|
|
|
|
|
||
Cash |
|
$ |
|
|
$ |
|
||
Property and equipment, net |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Other current liabilities |
|
$ |
|
|
$ |
|
||
Current maturities of long-term debt |
|
|
|
|
|
|
||
TRI long-term debt |
|
|
|
|
|
|
||
Noncontrolling interest in VIE |
|
|
( |
) |
|
|
( |
) |
Total liabilities and shareholders' equity |
|
$ |
|
|
$ |
|
||
7. EARNINGS PER SHARE
Earnings per share is computed under the provisions of ASC 260, Earnings Per Share. Basic earnings per share is based on the weighted average number of common shares outstanding for the period. Diluted earnings per share is based on the weighted average number of common shares plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding restricted stock and are considered only for dilutive earnings per share unless considered anti-dilutive.
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
August 2, 2026 |
|
|
August 3, 2025 |
|
|
August 2, 2026 |
|
|
August 3, 2025 |
|
||||
(in thousands, except per share data) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Numerator - net income (loss) attributable to |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
Denominator - weighted average shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dilutive shares |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|||
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings (loss) per share (Class A and Class B) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
Diluted |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
The computation of diluted loss per share excluded
8. STOCK-BASED COMPENSATION
The Company accounts for its stock-based compensation plan in accordance with ASC 718, Stock Compensation, which requires the Company to measure all share-based payments at grant date fair value and recognize the cost over the requisite service period of the award.
Total stock compensation expense associated with restricted stock recognized by the Company was $
16
DULUTH HOLDINGS INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
A summary of the activity in the Company’s unvested restricted stock during the six months ended August 2, 2026 is as follows:
|
|
|
|
|
Weighted |
|
||
|
|
|
|
|
average |
|
||
|
|
|
|
|
fair value |
|
||
|
|
Shares |
|
|
per share |
|
||
Outstanding at February 1, 2026 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Outstanding at August 2, 2026 |
|
|
|
|
$ |
|
||
At August 2, 2026, the Company had unrecognized compensation expense of $
9. PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
|
|
August 2, 2026 |
|
|
February 1, 2026 |
|
||
(in thousands) |
|
|
|
|
|
|
||
Land and land improvements |
|
$ |
|
|
$ |
|
||
Leasehold improvements |
|
|
|
|
|
|
||
Buildings |
|
|
|
|
|
|
||
Vehicles |
|
|
|
|
|
|
||
Warehouse equipment |
|
|
|
|
|
|
||
Office equipment and furniture |
|
|
|
|
|
|
||
Computer equipment |
|
|
|
|
|
|
||
Software |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Accumulated depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Construction in progress |
|
|
|
|
|
|
||
Property and equipment, net |
|
$ |
|
|
$ |
|
||
10. REVENUE
The Company’s revenue primarily consists of the sale of apparel, footwear and hard goods.
Sales disaggregated based upon sales channel is presented below.
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
August 2, 2026 |
|
|
August 3, 2025 |
|
|
August 2, 2026 |
|
|
August 3, 2025 |
|
||||
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Direct-to-consumer |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Stores |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Contract Assets and Liabilities
Contract assets and liabilities on the Company’s consolidated balance sheets are presented in the following table:
|
|
August 2, 2026 |
|
|
February 1, 2026 |
|
||
(in thousands) |
|
|
|
|
|
|
||
Contract assets |
|
$ |
|
|
$ |
|
||
Contract liabilities |
|
$ |
|
|
$ |
|
||
17
DULUTH HOLDINGS INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
The following table provides the reconciliation of the contract liability related to gift cards for the six months ended:
|
|
August 2, 2026 |
|
|
August 3, 2025 |
|
||
(in thousands) |
|
|
|
|
|
|
||
Balance as of beginning of period |
|
$ |
|
|
$ |
|
||
Gift cards sold |
|
|
|
|
|
|
||
Gift cards redeemed |
|
|
( |
) |
|
|
( |
) |
Gift card breakage |
|
|
( |
) |
|
|
( |
) |
Balance as of end of period |
|
$ |
|
|
$ |
|
||
11. INCOME TAXES
The Company’s provision for income taxes during the interim reporting periods has historically been calculated by applying an estimate of the annual effective tax rate for the full year to “ordinary” income or loss (pre-tax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. The effective tax rate related to controlling interest was
12. SEGMENT REPORTING
As of August 2, 2026 and August 3, 2025, the Company had
The following table summarizes the Company’s gross margin and selling, general and administrative expenses.
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
August 2, 2026 |
|
|
August 3, 2025 |
|
|
August 2, 2026 |
|
|
August 3, 2025 |
|
||||
|
|
(13 weeks) |
|
|
(13 weeks) |
|
|
(26 weeks) |
|
|
(26 weeks) |
|
||||
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cost of goods sold (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross margin |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Outbound shipping expenses |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Advertising expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Variable expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Overhead expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total selling, general and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Impairment of long-lived assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restructuring expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating income (loss) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other income (loss), net (1) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Income (loss) before income taxes |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Income tax expense (benefit) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Net income (loss) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Less: Net income attributable to noncontrolling interest |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) attributable to controlling interest |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|||
18
DULUTH HOLDINGS INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
|
13. RESTRUCTURING
On January 8, 2026, as a result of additional analysis of the Company's fulfillment center network, the Company communicated its intent to close the Salt Lake City fulfillment center, as such, the Company recorded employment related termination benefits and other restructuring related expenses beginning in the fourth quarter of 2025.
On June 4, 2025, as a result of right-sizing the expense structure of the Company, the Company voluntarily underwent a reduction in force.
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
August 2, 2026 |
|
|
August 3, 2025 |
|
|
August 2, 2026 |
|
|
August 3, 2025 |
|
||||
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Disposals of property and equipment |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Employee termination benefit expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other restructuring expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total restructuring expenses |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
14. RECENT ACCOUNTING PRONOUNCEMENTS
Recent Accounting Pronouncements Not Yet Adopted
Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures
In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures.” This ASU requires that each interim and annual reporting period an entity disclose more information about the components of certain expense captions that is currently disclosed in the financial statements. This update is effective for annual reporting periods beginning after December 15, 2026. Early adoption is permitted. Management is currently evaluating the effects this guidance will have on its consolidated financial statements.
19
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of the financial condition and results of our operations should be read in conjunction with the financial statements and related notes of Duluth Holdings Inc. included in Item 1 of this Quarterly Report on Form 10-Q and with our audited financial statements and the related notes included in our Annual Report on Form 10-K for the fiscal year ended February 1, 2026 (“2025 Form 10-K”).
The Company’s fiscal year ends on the Sunday nearest to January 31 of the following year. Fiscal 2026 is a 52-week period and ends on January 31, 2027. Fiscal 2025 was a 52-week period and ended on February 1, 2026. The three months of fiscal 2026 and fiscal 2025 represent our 13-week periods ended August 2, 2026 and August 3, 2025, respectively.
Unless the context indicates otherwise, the terms the “Company,” “Duluth,” “Duluth Trading,” “we,” “our,” or “us” are used to refer to Duluth Holdings Inc.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. All statements other than statements of historical or current facts included in this Quarterly Report on Form 10-Q are forward-looking statements. Forward looking statements refer to our current expectations and projections relating to our financial condition, results of operations, plans, objectives, strategies, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “could,” “design,” “estimate,” “expect,” “project,” “plan,” “potential,” “intend,” “believe,” “may,” “might,” “will,” “objective,” “should,” “would,” “can have,” “likely,” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. For example, all statements we make relating to our estimated and projected earnings, revenue, costs, expenditures, cash flows, growth rates and financial results, our plans and objectives for future operations, growth or initiatives, strategies or the expected outcome or impact of pending or threatened litigation are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including the risks and uncertainties described under Part I, Item 1A “Risk Factors,” in our 2025 Form 10-K, and other SEC filings, which factors are incorporated by reference herein. 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 and commit adequate resources to support marketing in order to retain and attract new customers; 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 regulations; 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.
20
Moreover, we operate in an evolving environment, new risk factors and uncertainties emerge from time to time and it is not possible for management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. We qualify all of our forward-looking statements by these cautionary statements.
We undertake no obligation to update or revise these forward-looking statements, except as required under the federal securities laws.
Overview
We are a lifestyle brand of men’s and women’s workwear, casual wear, outdoor apparel and accessories sold primarily through our own omnichannel platform. We offer products nationwide through our website and direct mail. In 2010, we initiated our omnichannel platform with the opening of our first store. Since then, we have expanded our retail presence, and as of August 2, 2026, we operated 63 retail stores and three outlet stores.
We offer a comprehensive line of innovative, durable and functional products, such as our Longtail T® shirts, Buck Naked® underwear, Fire Hose® work pants, and No-Yank® Tank, which reflect our position as the Modern, Self-Reliant American Lifestyle brand. Our brand has a heritage in workwear that transcends tradesmen and appeals to a broad demographic for everyday and on-the-job use.
From our heritage as a catalog for those working in the building trades, Duluth Trading has become a widely recognized brand and proprietary line of innovative and functional apparel and gear. Over the last decade, we have created strong brand awareness, built a loyal customer base and generated sales growth. We have done so by sticking to our roots of “there’s gotta be a better way” and through our relentless focus on providing our customers with quality, functional products.
A summary of our financial results is as follows:
See the “Reconciliation of Net Income (Loss) to EBITDA and EBITDA to Adjusted EBITDA” section for a reconciliation of our net income (loss) to EBITDA and EBITDA to Adjusted EBITDA, both of which are non-U.S. GAAP financial measures. See also the information under the heading “Adjusted EBITDA” in the section “How We Assess the Performance of Our Business” for our definition of Adjusted EBITDA.
Economic Conditions
The macroeconomic environment is experiencing inflation, including rising transportation costs, and recessionary concerns and general uncertainty regarding the future economic environment and therefore we cannot predict the ultimate impact of these economic conditions on our operational and financial performance. Given the uncertainty, we cannot reasonably estimate store traffic patterns and the prolonged impact on overall consumer demand. However, we expect that our operations will continue to be impacted by these macroeconomic headwinds, which may increase our merchandise costs, affect merchandise availability, and impact our financial performance.
21
On February 20, 2026, the U.S. Supreme Court issued a ruling relating to tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”). Following the ruling, the U.S. Customs and Border Protection and other federal agencies issued additional guidance and took actions affecting the assessment, collection, refund, and/or protest of certain tariffs. In March 2026, the U.S. Court of International Trade issued an additional ruling stating that importers that have paid tariffs under IEEPA are due refunds. We submitted our refund request in the first quarter of 2026 for reimbursement in the amount of $12.5 million, which reflected the amount of IEEPA tariffs we determined were paid while such tariffs were in effect from February 2025 through February 2026. As of August 2, 2026, we collected tariff refunds of approximately $12.8 million, inclusive of an insignificant amount of interest. In addition, we recorded a receivable for additional refunds due from vendors from previously passed through tariff costs, and we have recorded an accrual for the reimbursement of certain vendors for tariff charges that we previously passed through to those vendors. Refer to the Results of Operations section for further discussion of the impact of refunds on our operations for the three and six months ended August 2, 2026.
We are continuing to evaluate the impact of these developments on previously paid tariffs and related matters, including the potential for additional recovery. At this time, we cannot reasonably estimate the amount or timing of any further recovery, if any, or the ultimate impact of these developments on our condensed consolidated financial statements.
How We Assess the Performance of Our Business
In assessing the performance of our business, we consider a variety of financial and operating measures that affect our operating results.
Net Sales
Net sales reflect our sale of merchandise plus shipping and handling revenue collected from our customers, less returns and discounts. Direct-to-consumer sales are recognized upon shipment to a customer, while store sales are recognized at the point of sale.
Gross Profit
Gross profit is equal to our net sales less cost of goods sold. Gross profit as a percentage of our net sales is referred to as gross margin. Cost of goods sold includes the direct cost of purchased merchandise; inventory shrinkage; inventory adjustments due to obsolescence, including excess and slow-moving inventory and lower of cost and net realizable reserves; inbound freight; and freight from our fulfillment centers to our retail stores. The primary drivers of the costs of individual goods are raw material costs. Depreciation and amortization are excluded from gross profit. Shipping and handling revenue is also reflected in our gross profit and gross profit margin. Our gross profit may not be comparable to other retailers, as we do not include distribution network and store occupancy expenses in calculating gross profit, but instead we include them in selling, general and administrative expenses.
Selling, General and Administrative Expenses
Selling, general and administrative expenses include all operating costs not included in cost of goods sold. These expenses include all payroll and payroll-related expenses and occupancy expenses related to our stores and to our operations at our headquarters, including utilities, depreciation and amortization. They also include marketing expense, which primarily includes television, digital and social media advertising, print production, mailing and print advertising costs, as well as all logistics costs associated with shipping product to our customers, consulting and software expenses and professional services fees. Selling, general and administrative expenses as a percentage of net sales is usually higher in lower-volume quarters and lower in higher-volume quarters because a portion of the costs are relatively fixed.
While we expect these expenses to increase as we continue to increase brand awareness and invest in infrastructure to support our business, we believe these expenses will decrease as a percentage of sales over time. Our shipping and handling expenses typically increase during the second half of the year due to additional surcharges during our peak selling season.
Adjusted EBITDA
We believe Adjusted EBITDA is a useful measure of operating performance, as it provides a clearer picture of operating results by excluding the effects of financing and investing activities by eliminating the effects of interest, taxes, and depreciation and amortization costs and eliminating expenses that are not reflective of underlying business performance. We use Adjusted EBITDA to facilitate a comparison of our operating performance on a consistent basis from period-to-period and to provide for a more complete understanding of factors and trends affecting our business.
22
We define Adjusted EBITDA as consolidated net income (loss) before depreciation and amortization, and interest expense, including non-cash items, and other charges or benefits resulting from transactions or events that are highly variable, significant in size, and that we do not believe are indicative of ongoing or future business operations. We believe Adjusted EBITDA is less susceptible to variances in actual performance resulting from depreciation, amortization and other items. This non-GAAP measure may not be comparable to similarly titled measures used by other companies.
Results of Operations
The following table summarizes our unaudited consolidated results of operations for the periods indicated, both in dollars and as a percentage of net sales.
|
|
Three Months Ended |
|||||||||||||||||||||||||
|
|
2026 |
|
|
% of Net Sales |
|
2025 |
|
|
% of Net Sales |
|
Change |
|
|
% Change |
||||||||||||
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net sales |
|
$ |
121,389 |
|
|
|
100.0 |
|
% |
|
$ |
131,716 |
|
|
|
100.0 |
|
% |
|
$ |
(10,327 |
) |
|
|
(7.8 |
) |
% |
Cost of goods sold (excluding depreciation and |
|
|
33,028 |
|
|
|
27.2 |
|
% |
|
|
59,697 |
|
|
|
45.3 |
|
% |
|
|
(26,669 |
) |
|
|
(44.7 |
) |
% |
Gross profit |
|
|
88,361 |
|
|
|
72.8 |
|
% |
|
|
72,019 |
|
|
|
54.7 |
|
% |
|
|
16,342 |
|
|
|
22.7 |
|
% |
Selling, general and administrative expenses |
|
|
69,515 |
|
|
|
57.3 |
|
% |
|
|
68,767 |
|
|
|
52.2 |
|
% |
|
|
748 |
|
|
|
1.1 |
|
% |
Restructuring expense |
|
|
— |
|
|
|
- |
|
% |
|
|
850 |
|
|
|
0.6 |
|
% |
|
|
(850 |
) |
|
|
(100.0 |
) |
% |
Operating income (loss) |
|
|
18,846 |
|
|
|
15.5 |
|
% |
|
|
2,402 |
|
|
|
1.8 |
|
% |
|
|
16,444 |
|
|
|
684.6 |
|
% |
Interest expense |
|
|
768 |
|
|
|
0.6 |
|
% |
|
|
1,469 |
|
|
|
1.1 |
|
% |
|
|
(701 |
) |
|
|
(47.7 |
) |
% |
Other income (loss), net |
|
|
396 |
|
|
|
0.3 |
|
% |
|
|
(82 |
) |
|
|
(0.1 |
) |
% |
|
|
478 |
|
|
|
582.9 |
|
% |
Income (loss) before income taxes |
|
|
18,474 |
|
|
|
15.2 |
|
% |
|
|
851 |
|
|
|
0.6 |
|
% |
|
|
17,623 |
|
|
|
2,070.9 |
|
% |
Income tax expense (benefit) |
|
|
61 |
|
|
|
0.1 |
|
% |
|
|
(442 |
) |
|
|
(0.3 |
) |
% |
|
|
503 |
|
|
|
113.8 |
|
% |
Net income (loss) |
|
|
18,413 |
|
|
|
15.2 |
|
% |
|
|
1,293 |
|
|
|
1.0 |
|
% |
|
|
17,120 |
|
|
|
1,324.1 |
|
% |
Less: Net income attributable to noncontrolling interest |
|
|
51 |
|
|
|
- |
|
% |
|
|
32 |
|
|
|
— |
|
% |
|
|
19 |
|
|
|
59 |
|
% |
Net income (loss) attributable to controlling interest |
|
$ |
18,362 |
|
|
|
15.1 |
|
% |
|
$ |
1,261 |
|
|
|
1.0 |
|
% |
|
$ |
17,101 |
|
|
|
1,356.1 |
|
% |
|
|
Six Months Ended |
|||||||||||||||||||||||||
|
|
2026 |
|
|
% of Net Sales |
|
2025 |
|
|
% of Net Sales |
|
Change |
|
|
% Change |
||||||||||||
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net sales |
|
$ |
219,983 |
|
|
|
100.0 |
|
% |
|
$ |
234,420 |
|
|
|
100.0 |
|
% |
|
$ |
(14,437 |
) |
|
|
(6.2 |
) |
% |
Cost of goods sold (excluding depreciation and |
|
|
74,988 |
|
|
|
34.1 |
|
% |
|
|
109,046 |
|
|
|
46.5 |
|
% |
|
|
(34,058 |
) |
|
|
(31.2 |
) |
% |
Gross profit |
|
|
144,995 |
|
|
|
65.9 |
|
% |
|
|
125,374 |
|
|
|
53.5 |
|
% |
|
|
19,621 |
|
|
|
15.6 |
|
% |
Selling, general and administrative expenses |
|
|
131,317 |
|
|
|
59.7 |
|
% |
|
|
133,925 |
|
|
|
57.1 |
|
% |
|
|
(2,608 |
) |
|
|
(1.9 |
) |
% |
Impairment of long-lived assets |
|
|
2,709 |
|
|
|
1.2 |
|
% |
|
|
549 |
|
|
|
0.2 |
|
% |
|
|
2,160 |
|
|
|
393 |
|
% |
Restructuring expense |
|
|
1,354 |
|
|
|
0.6 |
|
% |
|
|
850 |
|
|
|
0.4 |
|
% |
|
|
504 |
|
|
|
59.3 |
|
% |
Operating income (loss) |
|
|
9,615 |
|
|
|
4.4 |
|
% |
|
|
(9,950 |
) |
|
|
(4.2 |
) |
% |
|
|
19,565 |
|
|
|
196.6 |
|
% |
Interest expense |
|
|
1,558 |
|
|
|
0.7 |
|
% |
|
|
2,950 |
|
|
|
1.3 |
|
% |
|
|
(1,392 |
) |
|
|
(47.2 |
) |
% |
Other income (loss), net |
|
|
489 |
|
|
|
0.2 |
|
% |
|
|
(243 |
) |
|
|
(0.1 |
) |
% |
|
|
732 |
|
|
|
301.2 |
|
% |
Income (loss) before income taxes |
|
|
8,546 |
|
|
|
3.9 |
|
% |
|
|
(13,143 |
) |
|
|
(5.6 |
) |
% |
|
|
21,689 |
|
|
|
165.0 |
|
% |
Income tax expense (benefit) |
|
|
181 |
|
|
|
0.1 |
|
% |
|
|
828 |
|
|
|
0.4 |
|
% |
|
|
(647 |
) |
|
|
(78.1 |
) |
% |
Net income (loss) |
|
|
8,365 |
|
|
|
3.8 |
|
% |
|
|
(13,971 |
) |
|
|
(6.0 |
) |
% |
|
|
22,336 |
|
|
|
159.9 |
|
% |
Less: Net income attributable to noncontrolling interest |
|
|
104 |
|
|
|
- |
|
% |
|
|
61 |
|
|
|
— |
|
% |
|
|
43 |
|
|
|
70 |
|
% |
Net income (loss) attributable to controlling interest |
|
$ |
8,261 |
|
|
|
3.8 |
|
% |
|
$ |
(14,032 |
) |
|
|
(6.0 |
) |
% |
|
$ |
22,293 |
|
|
|
158.9 |
|
% |
23
Three Months Ended August 2, 2026, Compared to Three Months Ended August 3, 2025
Net Sales
The decrease in net sales for the three months ended August 2, 2026 was primarily driven by a decline in direct-to-consumer net sales resulting from declines in web traffic and web conversion due to reduced promotional activity partially offset by higher average order values.
Gross Profit
The increase in gross profit and gross margin rate for the three months ended August 2, 2026 was primarily driven by a net reduction of cost of goods sold of $16.0 million related to refunds of previously incurred tariff charges as discussed in further detail above. The gross margin rate was also favorably impacted 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. Excluding the impact of tariff refunds, gross margin was 59.6% for the three months ended August 2, 2026, compared to 54.7% for the three months ended August 3, 2025.
Selling, General and Administrative Expenses
The increase in selling, general and administrative expense and as a percentage of sales for the three months ended August 2, 2026 was mainly driven by an increase in advertising and shipping expenses, which was partially offset by leverage in variable expenses in our fulfillment centers and stores coupled with lower overhead expenses.
Restructuring Expense
The restructuring expenses incurred for the three months ended August 3, 2025 related to a reduction in force to right-size our expense structure.
Interest Expense
Interest expense decreased for the three months ended August 2, 2026 due to a lower average balance on our outstanding line of credit.
Other Income (Loss), Net
Net other income increased for the three months ended August 2, 2026 primarily due to interest received on the tariffs refunded as discussed in further detail above.
Income Taxes
Income tax expense increased for the three months ended August 2, 2026 primarily due to the net income generated during the period.
Six Months Ended August 2, 2026, Compared to Six Months Ended August 3, 2025
Net Sales
The decrease in net sales for the six months ended August 2, 2026 was primarily driven by a decline in direct-to-consumer net sales resulting from declines in web traffic and web conversion due to reduced promotional activity partially offset by higher average order values.
Gross Profit
The increase in gross profit and gross margin rate for the six months ended August 2, 2026 was primarily driven by a net reduction of cost of goods sold of $16.0 million related to refunds of previously incurred tariff charges as discussed in further detail above. Gross profit and gross margin rate were also favorably impacted 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. Excluding the impact of tariff refunds, gross margin was 58.7% for the six months ended August 2, 2026, compared to 53.5% for the six months ended August 3, 2025.
24
Selling, General and Administrative Expenses
The decrease in selling, general and administrative expense for the six months ended August 2, 2026 was mainly driven by leverage in variable expenses in our fulfillment centers and stores coupled with lower overhead expenses, which was partially offset by an increase in advertising expenses.
Impairment of Long-Lived Assets
The impairment charge recorded during the six months ended August 2, 2026 related to the closure of our Salt Lake City fulfillment center and corresponding leasehold improvements, which is discussed in further detail in Note 2 of our Notes to Condensed Consolidated Financial Statements. The impairment charge recorded during the six months ended August 3, 2025 related to certain software that was no longer utilized in our operations.
Restructuring Expense
The restructuring expenses incurred for the six months ended August 2, 2026 related to the closure of our Salt Lake City fulfillment center. The restructuring expenses incurred for the six months ended August 3, 2025 related to a reduction in force to right-size our expense structure. Refer to Note 13 of our Notes to Condensed Consolidated Financial Statements for further information on the restructuring expenses incurred.
Interest Expense
Interest expense decreased for the six months ended August 2, 2026 due to a lower average balance on our outstanding line of credit.
Other Income (Loss), Net
Net other income increased for the six months ended August 2, 2026 primarily due to interest received on the tariffs refunded as discussed in further detail above.
Income Taxes
Income tax expense decreased for the six months ended August 2, 2026 primarily due to the recognition of additional valuation allowance in the first quarter of 2025.
Reconciliation of Net Income (Loss) to EBITDA and EBITDA to Adjusted EBITDA
The following table presents reconciliations of net income (loss) to EBITDA and EBITDA to Adjusted EBITDA, both of which are non-U.S. GAAP financial measures, for the periods indicated below. See the above section titled “How We Assess the Performance of Our Business,” for our definition of Adjusted EBITDA.
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
August 2, 2026 |
|
|
August 3, 2025 |
|
|
August 2, 2026 |
|
|
August 3, 2025 |
|
||||
(in thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) |
|
$ |
18,413 |
|
|
$ |
1,293 |
|
|
$ |
8,365 |
|
|
$ |
(13,971 |
) |
Depreciation and amortization |
|
|
5,644 |
|
|
|
6,545 |
|
|
|
11,422 |
|
|
|
13,294 |
|
Amortization of internal-use software hosting |
|
|
|
|
|
|
|
|
|
|
|
|
||||
subscription implementation costs |
|
|
1,088 |
|
|
|
1,111 |
|
|
|
2,196 |
|
|
|
2,240 |
|
Interest expense |
|
|
768 |
|
|
|
1,469 |
|
|
|
1,558 |
|
|
|
2,950 |
|
Income tax expense (benefit) |
|
|
61 |
|
|
|
(442 |
) |
|
|
181 |
|
|
|
828 |
|
EBITDA |
|
$ |
25,974 |
|
|
$ |
9,976 |
|
|
$ |
23,722 |
|
|
$ |
5,341 |
|
Long-term incentive expense |
|
|
1,046 |
|
|
|
1,173 |
|
|
|
1,870 |
|
|
|
1,466 |
|
Impairment expense |
|
|
— |
|
|
|
— |
|
|
|
2,709 |
|
|
|
549 |
|
Restructuring expense |
|
|
— |
|
|
|
850 |
|
|
|
1,354 |
|
|
|
850 |
|
Adjusted EBITDA |
|
$ |
27,020 |
|
|
$ |
11,999 |
|
|
$ |
29,655 |
|
|
$ |
8,206 |
|
The increase in Adjusted EBITDA was primarily due to tariff refunds received in the second quarter of 2026 along with leverage across our cost of goods sold and operating expenses as discussed above in the “Results of Operations” section.
25
Liquidity and Capital Resources
General
Our business relies on cash from operating activities and a credit facility as our primary sources of liquidity. Our primary cash needs have been for inventory, marketing and advertising, payroll, store leases, and capital expenditures associated with infrastructure and information technology. The most significant components of our working capital are cash, inventory, accounts payable and other current liabilities. As of August 2, 2026, our net working capital was $85.7 million, including $26.8 million of cash and cash equivalents.
In April 2025, we entered into a credit agreement, which was subsequently amended throughout 2025 and provides us with borrowings of up to $100.0 million that are available under an asset-based revolving senior credit facility with a $10.0 million sublimit for the issuance of standby letters of credit. Due to the seasonality of our business, a significant amount of cash from operating activities is generated during the fourth quarter of our fiscal year. During the first three quarters of our fiscal year, we typically are net users of cash in our operating activities through funding received on our line of credit as we acquire inventory in anticipation of our peak selling season, which typically occurs in the fourth quarter of our fiscal year. We also use cash in our investing activities for capital expenditures throughout all four quarters of our fiscal year.
We believe that our cash flow from operating activities and the availability of cash under our credit facility will be sufficient to cover working capital requirements and anticipated capital expenditures for the foreseeable future.
Cash Flow Analysis
A summary of operating, investing and financing activities is shown in the following table.
|
|
Six Months Ended |
|
|||||
|
|
August 2, 2026 |
|
|
August 3, 2025 |
|
||
(in thousands) |
|
|
|
|
|
|
||
Net cash provided by (used in) operating activities |
|
$ |
15,455 |
|
|
$ |
(24,436 |
) |
Net cash used in investing activities |
|
|
(2,377 |
) |
|
|
(3,465 |
) |
Net cash provided by (used in) financing activities |
|
|
(2,624 |
) |
|
|
30,304 |
|
Increase in cash and cash equivalents |
|
$ |
10,454 |
|
|
$ |
2,403 |
|
Operating Activities
Operating activities consist primarily of net income (loss) adjusted for non-cash items that include depreciation and amortization, stock-based compensation and the effect of changes in operating assets and liabilities.
The increase in cash provided by operating activities for the six months ended August 2, 2026 was primarily due to the tariff refunds received, increase in gross margin rate, lower net outflows on trade payables and accrued expenses, and a decrease in selling, general and administrative expenses as discussed in further detail above.
Investing Activities
Investing activities consist primarily of capital expenditures related to investments in infrastructure, retail stores and information technology.
The decrease in cash used in investing activities was primarily driven by a decrease in purchases of property and equipment.
Financing Activities
Financing activities consist primarily of borrowings and payments related to our revolving line of credit as well as payments on finance lease obligations.
The decrease in cash provided by financing activities for the six months ended August 2, 2026 was primarily due to lower proceeds from our line of credit as a result of lower use of cash in our operations.
Contractual Obligations
There have been no significant changes to our contractual obligations as described in our Annual Report on Form 10-K for the fiscal year ended February 1, 2026.
26
Off-Balance Sheet Arrangements
We are not a party to any material off-balance sheet arrangements.
Critical Accounting Policies and Critical Accounting Estimates
The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, as well as the related disclosures of contingent assets and liabilities at the date of the financial statements. We evaluate our accounting policies, estimates, and judgments on an on-going basis. We base our estimates and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions and conditions and such differences could be material to the consolidated financial statements.
As of the date of this filing, there were no significant changes to any of the critical accounting policies and estimates described in our 2025 Form 10-K.
Recent Accounting Pronouncements
See Note 14 “Recent Accounting Pronouncements,” of Notes to Condensed Consolidated Financial Statements included in Part 1, Item 1, of this quarterly report on Form 10-Q for information regarding recent accounting pronouncements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no significant changes in the market risks described in our 2025 Form 10-K. See Note 3 “Debt and Credit Agreement,” of Notes to Condensed Consolidated Financial Statements included in Part 1, Item 1, of this quarterly report on Form 10-Q, for disclosure on our interest rate related to borrowings under our credit agreement.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Section 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires management of an issuer subject to the Exchange Act to evaluate, with the participation of the issuer’s principal executive and principal financial officers, or persons performing similar functions, the effectiveness of the issuer’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act), as of the end of each fiscal quarter. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(d) and 15d-15(d) under the Exchange Act) that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we are subject to certain legal proceedings and claims in the ordinary course of business. We are not presently party to any legal proceedings the resolution of which we believe would have a material adverse effect on our business, financial condition, operating results or cash flows. We establish reserves for specific legal matters when we determine that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable.
Item 1A. Risk Factors
We operate in a rapidly changing environment that involves a number of risks that may have a material adverse effect on our business, financial condition and results of operations. For a detailed discussion of the risks that affect our business, please refer to the section entitled “Risk Factors” in our 2025 Form 10-K, or other SEC filings. There have been no material changes to our risk factors as previously disclosed in our fiscal 2025 Annual Report on Form 10-K.
27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
We did not sell any equity securities during the quarter ended August 2, 2026, which were not registered under the Securities Act.
The following table contains information regarding shares acquired by us during the quarter, which consisted solely of shares acquired from employees in lieu of amounts required to satisfy minimum tax withholding requirements upon the vesting of the employees’ restricted stock during the three months ended August 2, 2026.
|
|
|
|
|
|
|
|
Total number |
|
|
Approximate dollar |
|
||||
|
|
|
|
|
|
|
|
of shares purchased |
|
|
value of shares that |
|
||||
|
|
Total number |
|
|
|
|
|
as part of publicly |
|
|
may yet to be |
|
||||
|
|
of shares |
|
|
Average price |
|
|
announced plans |
|
|
purchased under the |
|
||||
Period |
|
purchased |
|
|
paid per share |
|
|
or programs |
|
|
plans or programs |
|
||||
May 4, 2026 - May 31, 2026 |
|
|
184,338 |
|
|
$ |
3.31 |
|
|
|
— |
|
|
$ |
— |
|
June 1, 2026 - July 5, 2026 |
|
|
4,551 |
|
|
|
3.65 |
|
|
|
— |
|
|
|
— |
|
July 6, 2026 - August 2, 2026 |
|
|
422 |
|
|
|
4.20 |
|
|
|
— |
|
|
|
— |
|
Total |
|
|
189,311 |
|
|
$ |
3.32 |
|
|
|
— |
|
|
$ |
— |
|
Item 5. Other Information
During the three months ended August 2, 2026, no director or Section 16 officer of the Company
28
Item 6. Exhibits
EXHIBIT INDEX
Exhibit No. |
|
|
|
|
|
31.1 |
|
|
|
|
|
31.2 |
|
|
|
|
|
32.1 |
|
|
|
|
|
32.2 |
|
|
|
|
|
101.INS |
|
XBRL Instance Document** |
|
|
|
101.SCH |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents** |
|
|
|
104 |
|
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended August 2, 2026 has been formatted in Inline XBRL (Inline Extensible Business Reporting Language and contained in Exhibits 101). |
+ |
|
Indicates a management contract or compensation plan or arrangement |
* |
|
Filed herewith |
** |
|
In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall be deemed to be “furnished” and not “filed.” |
29
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 thereunto duly authorized.
|
|
|
|
Date: September 4, 2026 |
|
||
|
DULUTH HOLDINGS INC. |
||
|
|
||
|
|
/s/ Heena Agrawal |
|
|
|
Heena Agrawal |
|
|
|
Senior Vice President, Chief Financial Officer |
|
|
|
(On behalf of the Registrant and as Principal Financial Officer and Interim Principal Accounting Officer) |
|
30
Exhibit 31.1
CERTIFICATIONS
I, Stephanie Pugliese, Chief Executive Officer, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Duluth Holdings Inc. (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: September 4, 2026
/s/ Stephanie Pugliese |
Stephanie Pugliese |
Chief Executive officer |
Exhibit 31.2
CERTIFICATIONS
I, Heena Agrawal, Chief Financial Officer, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Duluth Holdings Inc. (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: September 4, 2026
/s/ Heena Agrawal |
Heena Agrawal |
Chief Financial Officer and Interim Chief Accounting Officer |
Exhibit 32.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Duluth Holdings Inc. (the “Company”) for the quarterly period ended August 2, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephanie Pugliese, as Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
|
/s/ Stephanie Pugliese |
Name: |
Stephanie Pugliese |
Title: |
Chief Executive Officer |
Date: |
September 4, 2026 |
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section. This certification shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.
Exhibit 32.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Duluth Holdings Inc. (the “Company”) for the quarterly period ended August 2, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Heena Agrawal, as Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
|
/s/ Heena Agrawal |
Name: |
Heena Agrawal |
Title: |
Chief Financial Officer and Interim Chief Accounting Officer |
Date: |
September 4, 2026 |
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section. This certification shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.