dlth-20210318x8k
false000164974400016497442021-03-182021-03-18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

 

 

Date of report (Date of earliest event reported):  March 18, 2021

 

DULUTH HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 

Wisconsin

001-37641

39-1564801

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

 

 

201 East Front Street

Mount Horeb, Wisconsin 53572

(Address of principal executive offices, including zip code)

 

(608) 424-1544

(Registrant’s telephone number, including area code)

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

 

 

 

o

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

 

 

o

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

 

 

o

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

 

 

o

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

Securities registered pursuant to Section 129b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class B Common Stock, No Par Value

DLTH

NASDAQ Global Select Market

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

Emerging growth company ¨

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



Item 2.02 Results of Operations and Financial Condition.

The following information, including Exhibit 99.1 hereto, referenced in this Item 2.02, is being furnished pursuant to this Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

On March 18, 2021, Duluth Holdings Inc. (the “Company” or “Duluth Trading”) issued a press release (the “Earnings Press Release”) discussing, among other things, its financial results for its fiscal fourth quarter and fiscal year ended January 31, 2021. A copy of the Earnings Press Release is furnished as Exhibit 99.1 to this report.

Forward Looking Information

Certain matters discussed in this Current Report on Form 8-K and other oral and written statements by representatives of the Company including, but not limited to, the Company’s ability to meet its fiscal 2020 expectations (including its ability to increase net sales, adjusted EBITDA, and diluted EPS) and its ability to execute on its growth strategies and its long-term growth targets, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by the use of words such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “believe,” “estimate,” “project,” “target,” “predict,” “intend,” “future,” “budget,” “goals,” “potential,” “continue,” “design,” “objective,” “would,” and other similar expressions. The forward-looking statements are not historical facts, and are based upon Duluth Trading’s current expectations, beliefs, estimates, and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond Duluth Trading’s control. Duluth Trading’s expectations, beliefs and projections are expressed in good faith, and Duluth Trading believes there is a reasonable basis for them. However, there can be no assurance that management's expectations, beliefs, estimates, and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements, including, among others, the risks, uncertainties, and factors set forth under "Risk Factors" in the Company’s Annual Report on Form 10-K filed with the SEC on March 20, 2020 and Part II, Item 1A “Risk Factors” in the Company’s Quarterly Report on Form 10-Q filed with the SEC on June 5, 2020, September 4, 2020, and December 4, 2020, and other factors as may be periodically described in Duluth Trading’s subsequent filings with the SEC. These risks and uncertainties include, but are not limited to, the following: our ability to maintain and enhance a strong brand image; our ability to successfully open new stores; effectively adapting to new challenges associated with our expansion into new geographic markets; generating adequate cash from our existing stores to support our growth; the inability to maintain the performance of a maturing store portfolio; the impact of changes in corporate tax regulations; identifying and responding to new and changing customer preferences; the success of the locations in which our stores are located; our ability to attract and retain customers in the various retail venues and locations in which our stores are located; competing effectively in an environment of intense competition; our ability to adapt to significant changes in sales due to the seasonality of our business; price reductions or inventory shortages resulting from failure to purchase the appropriate amount of inventory in advance of the season in which it will be sold; 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; and other factors that may be disclosed in our SEC filings or otherwise. Forward-looking statements speak only as of the date the statements are made. Duluth Trading assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances or other changes affecting forward-looking information except to the extent required by applicable securities laws.



Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits.

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

 

 

 

 

 

 

Exhibit No.

 

Description

 

99.1

 

Earnings Press Release, dated March 18, 2021



SIGNATURES

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

 

 

 

 

 

DULUTH HOLDINGS INC.

Date:  March 18, 2021

 

 

 

 

 

 

By:

/s/ David Loretta

 

 

Name: David Loretta

 

 

Title: Senior Vice President and Chief Financial Officer



EXHIBIT INDEX

Exhibit No.

Description

99.1

Earnings Press Release, dated March 18, 2021

20210318 Earnings Release 4Q F20



Exhibit 99.1





Picture 1





Duluth Holdings Inc. Announces Fourth Quarter and Fiscal 2020 Financial Results



MOUNT HOREB, WI - March 18, 2021  Duluth Holdings Inc. (dba, Duluth Trading Company) (“Duluth Trading” or the “Company”) (NASDAQ: DLTH), a lifestyle brand of men’s and women’s casual wear, workwear and accessories, today announced its financial results for the fiscal fourth quarter and fiscal year ended January 31, 2021.



Highlights for the Fourth Quarter Ended January 31, 2021 



·

Net sales decreased 1.4% to $256.0 million compared to $259.6 million in the prior-year fourth quarter

·

Gross margin increased to 53.0% compared to 52.8% in the prior-year fourth quarter

·

Operating income decreased 7.8% to $30.5 million, or 11.9% of net sales, compared to $33.1 million, or 12.8% of net sales in the prior-year fourth quarter

·

Net income was $21.8 million, or $0.67 per diluted share, compared to $24.4 million, or $0.75 per diluted share in the prior-year fourth quarter

·

Adjusted EBITDA1 decreased 3.1% to $38.7 million compared to $39.9 million in the prior-year fourth quarter 



1See Reconciliation of net income to EBITDA and EBITDA to Adjusted EBITDA in the accompanying financial tables.



Highlights for the Fiscal Year Ended January 31, 2021



·

Net sales increased 3.8% to $638.8 million compared to $615.6 million in the prior year

·

Gross margin decreased to 51.9% compared to 53.3% in the prior year

·

Operating income decreased 13.9% to $24.2 million, or 3.8% of net sales, compared to $28.1 million, or 4.6% of net sales in the prior year

·

Net income was $13.6 million, or $0.42 per diluted share, compared to $18.9 million, or $0.58 per diluted share in the prior year

·

Adjusted EBITDA1 increased 6.8% to $55.5 million compared to $51.9 million in the prior year 

·

Free Cash Flow2  was $38.5 million compared to $(22.4) million in the prior year

·

The Company opened 4 retail stores, totaling approximately 58,700 gross square feet, and ended the year with a total of 65 stores 



1See Reconciliation of net income to EBITDA and EBITDA to Adjusted EBITDA in the accompanying financial tables.

2See Reconciliation of Net cash provided by operating activities to Free Cash Flow in the accompanying financial tables.







1

 


 





Management Commentary



“I am very proud of what our team accomplished in fiscal year 2020. Their agility and resourcefulness delivered full year net sales of $639 million, up nearly 4% year-over-year; adjusted EBITDA of $55 million, up 7%, and free cash flow of $38.5 million,” said Steve L. Schlecht, Executive Chairman and CEO of Duluth Trading. 



“Fortunately, our strong omnichannel presence allowed customers, who traditionally shopped in stores, to shift their buying patterns to online purchases. When our stores closed, we also ramped up digital marketing and promotions to draw current and new customers to our website. Overall, direct sales closed the retail gap and ended the year accounting for 72% of total 2020 sales.



“Early 2021 sales are off to a good start and are trending up in the mid-teens to last year. We are confident in our future based on the strength of our brand, our innovative product development resonating with customers and our ability to enhance profitability,” concluded Schlecht.



Operating Results for the Fourth Quarter Ended January 31, 2021



Net sales decreased 1.4% to $256.0 million, compared to $259.6 million in the same period a year ago. Retail store net sales were $68.6 million and direct-to-consumer sales were $187.3 million. Retail store net sales declined by 29.1%  while direct-to-consumer net sales grew 15.1%.  The decrease in retail store net sales was due to continued COVID-19 safety concerns keeping store traffic at subdued levels. The increase in direct-to-consumer net sales was driven by a shift of existing customers to online.



Net sales in non-store markets increased 12.9%, to $85.1 million, compared to $75.3 million in the same period a year ago. The increase was driven by effective digital advertising to promote targeted sales events. Net sales in store markets decreased 6.4%, to $168.1 million, compared to $179.7 million in the same period a year ago. The decrease was driven by COVID-19’s continuing impact on store traffic during our peak holiday season. However, the decline in store markets was partially offset by a 20.1% increase in direct-to consumer sales within those store markets. In Q4 2020, direct-to-consumer net sales had a 7.2% boost in markets where we have stores versus non-store markets, which continues to demonstrate the importance of our retail stores in building brand awareness and expanding our loyal customer base.



Women’s apparel net sales decreased 3.5% and Men’s apparel net sales decreased 2.3%. This decrease was primarily attributed to slower store traffic due to the COVID-19 pandemic and reduced national TV ad spend, partially offset by growth strength in Women’s comfortable basics and Men’s core products.



Gross profit decreased 1.0% to $135.7 million, or 53.0% of net sales, compared to $137.1 million, or 52.8% of net sales, in the corresponding prior-year period. The increase in gross margin rate was primarily due to reduced discounts on temporary promotions and achieving a higher gross margin rate on clearance activity, partially offset by lower shipping revenues.



Selling, general and administrative expenses increased 1.2% to $105.1 million, compared to $103.9 million in the same period a year ago. As a percentage of net sales, selling, general and administrative expenses increased to 41.1%, compared to 40.0% in the corresponding prior-year period.



The increase in selling, general and administrative expenses was primarily due to increased shipping costs to support website sales, which included $1.6M of COVID-19 carrier surcharges during the fourth quarter, and increased depreciation expense primarily associated with investments in technology, partially offset by advertising leverage driven by reduced national TV advertising.

2

 


 

Balance Sheet and Liquidity



The Company ended the quarter with a cash balance of approximately $47.2 million, net working capital of $114.6 million, $48.3 million outstanding on Duluth Trading’s $50.0 million term loan and $12.3 million of fiscal 2020 capital expenditures. 



Other Developments



·

Effective as of the close of the 2021 annual meeting, E. David Coolidge III is retiring from the Board of Directors and will not be standing for election. Mr. Coolidge has served on our Board since September 2015 and had served on the advisory board since 2001. The Company thanks Mr. Coolidge for his many years of service, invaluable advice and guidance to Duluth Trading.



·

The Board of Directors nominated Brett L. Paschke to stand for election as a director of Duluth Trading at the 2021 annual meeting. Mr. Paschke is a Partner and Managing Director at William Blair & Company, L.L.C., an investment banking and money management firm, and he has been a Partner since 2002. Mr. Paschke led the Equity Capital Markets Group at William Blair from 2009 to 2020, and under his leadership, William Blair served as an underwriter on almost 800 equity offerings raising a cumulative $200 billion, including approximately 20 percent of all US-listed IPOs. He was a member of William Blair’s firm-wide leadership group from 2013 to 2019 and led the Business and Financial Services Investment Banking Group at William Blair from 2004 to 2009. Mr. Paschke is also a board member of PRA Group, Inc. (Nasdaq: PRAA), a global leader in acquiring and collecting nonperforming loans, since 2020 and serves on its the Audit and Compliance Committees. Mr. Paschke holds an A.B. from Princeton and an M.B.A. from Harvard Business School. Mr. Paschke was selected to serve on our Board of Directors due to his extensive investment banking experience working with high-growth companies across various sectors and industries and his valuable insight on management and corporate finance.



·

The Company announced that it entered a partnership agreement with Tractor Supply Company to offer Duluth Trading’s Buck Naked underwear for men in 13 Tractor Supply stores.  If this pilot program is mutually successful, it will be rolled out to other Tractor Supply stores over the course of 2021.



Fiscal 2021 Outlook



As uncertainties related to COVID-19 begin to slowly decline, the Company expects to see steady improvement in demand in fiscal 2021. The Company provided the following fiscal 2021 outlook:



·

Net sales in the range of $680 million to $700 million

·

Adjusted EBITDA1 in the range of $66 million to $70 million

·

EPS in the range of $0.64 to $0.70 per diluted share

·

Capital expenditures, inclusive of software hosting implementation costs, of approximately $15 million



1See Reconciliation of forecasted net income to forecasted EBITDA and forecasted EBITDA to forecasted Adjusted EBITDA in the accompanying financial tables.











3

 


 

The table below recaps the Company’s fiscal 2020 stores opened, as well as the one signed new store lease for 2021 and the anticipated opening timeframe.





 

 

 

 

 

 

 

 

FISCAL 2020 STORES

 

EXECUTED LEASES as of March 18, 2021



 

Gross

 

 

 

 

 

Gross

Location

 

Square Footage

 

Location

 

Timing

 

Square Footage

Short Pump, VA

 

16,828

 

Cherry Hill, NJ

 

Q4 Fiscal 2021

 

11,441

Springfield, OR

 

20,388

 

 

 

 

 

 

Orland Park, IL

 

10,000

 

 

 

 

 

 

Florence, KY

 

11,441

 

 

 

 

 

 





Conference Call Information

A conference call and audio webcast with analysts and investors will be held on Thursday,  March 18, 2020 at 9:30 am Eastern Time, to discuss the results and answer questions.

·

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

·

Conference call replay available through April 1, 2021: 877-344-7529 (domestic) or 412-317-0088 (international)

·

Replay access code: 10152542

·

Live and archived webcast: ir.duluthtrading.com

Investors can pre-register for the earnings conference call to expedite their entry into the call and avoid waiting for a live operator. To pre-register for the call, please visit http://dpregister.com/10152542 and enter your contact information. You will then be issued a personalized phone number and pin to dial into the live conference call. Investors can pre-register any time prior to the start of the conference call.

About Duluth Trading



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



Non-GAAP Measurements



Management believes that non-GAAP financial measures may be useful in certain instances to provide additional meaningful comparisons between current results and results in prior operating periods. Within this release, including the tables attached hereto, reference is made to adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) and Free Cash Flow. See attached Table “Reconciliation of Net Income to EBITDA and EBITDA to Adjusted EBITDA,” for a reconciliation of net income to EBITDA and EBITDA to Adjusted EBITDA for the three months and fiscal year ended January 31, 2021, versus the three months and fiscal year ended February 2, 2020 and “Free Cash Flow” as a liquidity measure for the fiscal years ended January 31, 2021 and February 2, 2020.  



4

 


 

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



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



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

5

 


 

Forward-Looking Statements



This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts included in this press release, including statements concerning Duluth Trading's plans, objectives, goals, beliefs, business strategies, future events, business conditions, its results of operations, financial position and its business outlook, business trends and certain other information herein, including statements under the heading “Fiscal 2021 Outlook” and the forecasted results of operations in the Table “Reconciliation of Forecasted Net Income to Forecasted EBITDA and Forecasted EBITDA to Forecasted Adjusted EBITDA,” are forward-looking statements. You can identify forward-looking statements by the use of words such as “may,” ”might,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “believe,” “estimate,” “project,” “target,” “predict,” “intend,” “future,” “budget,” “goals,” “potential,” “continue,” “design,” “objective,” “forecasted,” “would” and other similar expressions. The forward-looking statements are not historical facts, and are based upon Duluth Trading's current expectations, beliefs, estimates, and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond Duluth Trading's control. Duluth Trading's expectations, beliefs and projections are expressed in good faith, and Duluth Trading believes there is a reasonable basis for them. However, there can be no assurance that management's expectations, beliefs, estimates, and projections will be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements, including, among others, the risks, uncertainties, and factors set forth under Part 1, Item 1A Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC on March 20, 2020 and Part II, Item 1A “Risk Factors” in the Company’s Quarterly Reports on Form 10-Q filed with the SEC on June 5, 2020, September 4, 2020, and December 4, 2020, and other factors as may be periodically described in Duluth Trading’s subsequent filings with the SEC. These risks and uncertainties include, but are not limited to, the following: the prolonged effects of the COVID-19 on store traffic and disruptions to our distribution network, supply chains and operations; our ability to maintain and enhance a strong brand and sub-brand image; effectively adapting to new challenges associated with our expansion into new geographic markets; generating adequate cash from our existing stores to support our growth; effectively relying on sources for merchandise located in foreign markets; transportation delays and interruptions, including port congestion; inability to timely and effectively obtain shipments of products from our suppliers and deliver merchandise to our customers; the inability to maintain the performance of a maturing store portfolio; the impact of changes in corporate tax regulations; identifying and responding to new and changing customer preferences; the success of the locations in which our stores are located; our ability to attract and retain customers in the various retail venues and locations in which our stores are located; competing effectively in an environment of intense competition; our ability to adapt to significant changes in sales due to the seasonality of our business; price reductions or inventory shortages resulting from failure to purchase the appropriate amount of inventory in advance of the season in which it will be sold in global market constraints; 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; and other factors that may be disclosed in our SEC filings or otherwise. Forward-looking statements speak only as of the date the statements are made. Duluth Trading assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances or other changes affecting forward-looking information except to the extent required by applicable securities laws.



Investor Contacts:

Donni Case (310) 622-8224

Margaret Boyce (310) 622-8247

Financial Profiles, Inc.

Duluth@finprofiles.com

(Tables Follow)

6

 


 



DULUTH HOLDINGS INC.

Condensed Consolidated Balance Sheets

(Unaudited)

(Amounts in thousands)















 

 

 

 

 

 



 

January 31, 2021

 

February 2, 2020

ASSETS

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

47,221 

 

$

2,189 

Receivables

 

 

2,820 

 

 

1,470 

Inventory, net

 

 

149,052 

 

 

147,849 

Prepaid expenses & other current assets

 

 

10,203 

 

 

9,503 

Prepaid catalog costs

 

 

1,014 

 

 

1,181 

Total current assets

 

 

210,310 

 

 

162,192 

Property and equipment, net

 

 

124,237 

 

 

137,071 

Operating lease right-of-use assets

 

 

117,490 

 

 

120,431 

Finance lease right-of-use assets, net

 

 

53,468 

 

 

46,677 

Restricted cash

 

 

 

 

51 

Available-for-sale security

 

 

6,111 

 

 

6,432 

Other assets, net

 

 

3,961 

 

 

1,196 

Total assets

 

$

515,577 

 

$

474,050 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Trade accounts payable

 

$

33,647 

 

$

33,053 

Accrued expenses and other current liabilities

 

 

37,686 

 

 

29,464 

Income tax payable

 

 

7,579 

 

 

3,427 

Current portion of operating lease liabilities

 

 

11,050 

 

 

10,674 

Current portion of finance lease liabilities

 

 

2,629 

 

 

1,600 

Current maturities of Duluth long-term debt

 

 

2,500 

 

 

1,000 

Current maturities of TRI long-term debt1

 

 

623 

 

 

557 

Total current liabilities

 

 

95,714 

 

 

79,775 

Operating lease liabilities, less current portion

 

 

104,287 

 

 

106,120 

Finance lease liabilities, less current portion

 

 

43,299 

 

 

37,434 

Duluth long-term debt, less current maturities

 

 

45,750 

 

 

38,332 

TRI long-term debt, less current maturities1

 

 

27,229 

 

 

27,778 

Deferred tax liabilities

 

 

8,200 

 

 

8,505 

Total liabilities

 

 

324,479 

 

 

297,944 

Treasury stock

 

 

(628)

 

 

(407)

Capital stock

 

 

92,875 

 

 

90,902 

Retained earnings

 

 

101,166 

 

 

87,589 

Accumulated other comprehensive income

 

 

48 

 

 

188 

Total shareholders' equity of Duluth Holdings Inc.

 

 

193,461 

 

 

178,272 

Noncontrolling interest

 

 

(2,363)

 

 

(2,166)

Total shareholders' equity

 

 

191,098 

 

 

176,106 

Total liabilities and shareholders' equity

 

$

515,577 

 

$

474,050 







1Represents debt of the variable interest entity, TRI Holdings, LLC, that is consolidated in accordance with ASC 810, Consolidation. Duluth Trading Company is not the guarantor nor the obligor of this debt.

7

 


 



DULUTH HOLDING INC.

Consolidated Statements of Operations

(Unaudited)

(Amounts in thousands, except per share figures)

















 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

Fiscal Year Ended



 

January 31, 2021

 

February 2, 2020

 

January 31, 2021

 

February 2, 2020

Net sales

 

$

255,960 

 

$

259,649 

 

$

638,783 

 

$

615,624 

Cost of goods sold (excluding depreciation and
   amortization)

 

 

120,275 

 

 

122,587 

 

 

307,257 

 

 

287,475 

Gross profit

 

 

135,685 

 

 

137,062 

 

 

331,526 

 

 

328,149 

Selling, general and administrative expenses

 

 

105,136 

 

 

103,913 

 

 

307,311 

 

 

300,041 

Operating income

 

 

30,549 

 

 

33,149 

 

 

24,215 

 

 

28,108 

Interest expense

 

 

1,492 

 

 

1,340 

 

 

6,263 

 

 

4,471 

Other income, net

 

 

169 

 

 

37 

 

 

65 

 

 

291 

Income before income taxes

 

 

29,226 

 

 

31,846 

 

 

18,017 

 

 

23,928 

Income tax expense

 

 

7,464 

 

 

7,638 

 

 

4,637 

 

 

5,429 

Net income

 

 

21,762 

 

 

24,208 

 

 

13,380 

 

 

18,499 

Less: Net loss attributable
  to noncontrolling interest

 

 

(69)

 

 

(166)

 

 

(197)

 

 

(422)

Net income attributable to controlling interest

 

$

21,831 

 

$

24,374 

 

$

13,577 

 

$

18,921 

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

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares of
   common stock outstanding

 

 

32,494 

 

 

32,336 

 

 

32,447 

 

 

32,309 

Net income per share attributable
   to controlling interest

 

$

0.67 

 

$

0.75 

 

$

0.42 

 

$

0.59 

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

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares and
   equivalents outstanding

 

 

32,665 

 

 

32,336 

 

 

32,580 

 

 

32,371 

Net income per share attributable
   to controlling interest

 

$

0.67 

 

$

0.75 

 

$

0.42 

 

$

0.58 



8

 


 



DULUTH HOLDINGS INC.

Consolidated Statements of Cash Flows

(Unaudited)

(Amounts in thousands)















 

 

 

 

 

 



 

Fiscal Year Ended



 

January 31, 2021

 

February 2, 2020

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

13,380 

 

$

18,499 

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

 

 

 

 

 

 

Depreciation and amortization

 

 

28,520 

 

 

22,083 

Stock-based compensation

 

 

1,629 

 

 

647 

Deferred income taxes

 

 

(255)

 

 

(1,151)

Loss on disposal of property and equipment

 

 

324 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Receivables

 

 

(1,350)

 

 

877 

Income taxes receivable

 

 

 

 

2,292 

Inventory

 

 

(1,203)

 

 

(50,164)

Prepaid expense & other assets

 

 

2,615 

 

 

5,429 

Software hosting implementation costs, net

 

 

(4,089)

 

 

Deferred catalog costs

 

 

167 

 

 

1,322 

Trade accounts payable

 

 

(1,464)

 

 

7,564 

Income taxes payable

 

 

4,152 

 

 

3,209 

Accrued expenses and deferred rent obligations

 

 

7,719 

 

 

(2,260)

Noncash lease impacts

 

 

606 

 

 

Net cash provided by operating activities

 

 

50,751 

 

 

8,347 

Cash flows from investing activities:

 

 

 

 

 

 

Purchases of property and equipment

 

 

(11,743)

 

 

(24,435)

Capital contributions towards build-to-suit stores

 

 

(520)

 

 

(6,354)

Principal receipts from available-for-sale security

 

 

131 

 

 

117 

Change in other assets

 

 

 

 

(15)

Net cash used in investing activities

 

 

(12,132)

 

 

(30,687)

Cash flows from financing activities:

 

 

 

 

 

 

Proceeds from line of credit

 

 

95,388 

 

 

271,754 

Payments on line of credit

 

 

(114,720)

 

 

(268,965)

Proceeds from delayed draw term loan

 

 

30,000 

 

 

20,000 

Payments on delayed draw term loan

 

 

(1,750)

 

 

Payments on TRI long term debt

 

 

(483)

 

 

(495)

Payments on finance lease obligations

 

 

(1,958)

 

 

(891)

Shares withheld for tax payments on vested restricted stock

 

 

(221)

 

 

(315)

Other

 

 

106 

 

 

407 

Net cash provided by financing activities

 

 

6,362 

 

 

21,495 

Increase (decrease) in cash, cash equivalents and restricted cash

 

 

44,981 

 

 

(845)

Cash, cash equivalents and restricted cash at beginning of period

 

 

2,240 

 

 

3,085 

Cash, cash equivalents and restricted cash at end of period

 

$

47,221 

 

$

2,240 







































9

 


 



DULUTH HOLDINGS INC.

Reconciliation of Net Income to EBITDA and EBITDA to Adjusted EBITDA

(Unaudited)

(Amounts in thousands)











 

 

 

 

 

 

 

 

 

 

 

 



 

Three Months Ended

 

Fiscal Year Ended



 

January 31, 2021

 

February 2, 2020

 

January 31, 2021

 

February 2, 2020

Net income

 

$

21,762 

 

$

24,208 

 

$

13,380 

 

$

18,499 

Depreciation and amortization

 

 

7,311 

 

 

6,149 

 

 

28,520 

 

 

22,083 

Amortization of internal-use software
hosting subscription implementation costs

 

 

61 

 

 

 

 

229 

 

 

Interest expense

 

 

1,492 

 

 

1,340 

 

 

6,263 

 

 

4,471 

Amortization of build-to-suit operating
leases capital contributions

 

 

198 

 

 

211 

 

 

794 

 

 

784 

Income tax expense

 

 

7,464 

 

 

7,638 

 

 

4,637 

 

 

5,429 

EBITDA (non-GAAP)

 

$

38,288 

 

$

39,546 

 

$

53,823 

 

$

51,266 

Stock based compensation

 

 

366 

 

 

365 

 

 

1,629 

 

 

647 

Adjusted EBITDA (non-GAAP)

 

$

38,654 

 

$

39,911 

 

$

55,452 

 

$

51,913 









DULUTH HOLDINGS INC.

Free Cash Flow

(Unaudited)

(Amounts in thousands)







 

 

 

 

 

 



 

Fiscal Year Ended



 

January 31, 2021

 

February 2, 2020

Net cash provided by operating activities

 

$

50,751 

 

$

8,347 

Purchases of property and equipment

 

 

(11,743)

 

 

(24,435)

Capital contributions towards build-to-suit stores

 

 

(520)

 

 

(6,354)

Free Cash Flow (non-GAAP)

 

$

38,488 

 

$

(22,442)





DULUTH HOLDINGS INC.

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

For the Fiscal Year Ended January 30, 2022

(Unaudited)

(Amounts in thousands)





 

 

 

 

 

 



 

Low

 

High

Forecasted

 

 

 

 

 

 

Net income

 

$

20,950 

 

$

22,950 

Depreciation and amortization

 

 

26,595 

 

 

27,700 

Amortization of internal-use software hosting subscription implementation costs

 

 

3,200 

 

 

3,500 

Interest expense

 

 

5,400 

 

 

5,200 

Amortization of build-to-suit operating leases capital contributions

 

 

800 

 

 

800 

Income tax expense

 

 

7,155 

 

 

7,850 

EBITDA (non-GAAP)

 

$

64,100 

 

$

68,000 

Stock based compensation

 

 

1,900 

 

 

2,000 

Adjusted EBITDA (non-GAAP)

 

$

66,000 

 

$

70,000 



10