Related-Party Transactions

9 Months Ended

Oct. 29, 2022

Related Party Transactions [Abstract]

Related-Party Transactions

Related-Party Transactions

The Company leases one store under a lease arrangement with Preferred Growth Properties, LLC, a wholly owned subsidiary of Books-A-Million, Inc. ("BAMM"). One of our Directors is an executive officer of BAMM. Minimum annual lease payments are $0.1 million, if not in co-tenancy, and the lease termination date is February 28, 2027. Minimum lease payments remaining under the lease at October 29, 2022 and October 30, 2021 were immaterial.

T.I.G. Management, LLC ("TIG")

TIG performs certain new store and store remodel construction for the Company and is owned by a close relative of the Company's President and CEO. For the 13-weeks ended October 29, 2022 and October 30, 2021, payments to TIG for its services were $3.1 million and $1.8 million, respectively. For the 39-weeks ended October 29, 2022 and October 30, 2021, payments to TIG for its services were $8.3 million and $4.4 million, respectively. The amount outstanding to TIG, included in accounts payable on our unaudited condensed consolidated balance sheets at October 29, 2022, January 29, 2022, and October 30, 2021, was immaterial.

Retail Security Gates, LLC ("RSG")

RSG provides specially manufactured store front security gates and is 50% owned by a close relative of the Company's President and CEO. For the 13-weeks ended October 29, 2022 and October 30, 2021, payments to RSG were $0.3 million and $0.1 million, respectively. For the 39-weeks ended October 29, 2022 and October 30, 2021, payments to RSG were $0.8 million and $0.2 million, respectively. The amount outstanding to RSG, included in accounts payable on our unaudited condensed consolidated balance sheets at October 29, 2022, January 29, 2022 and October 30, 2021, was immaterial.

Our President and CEO also had a membership interest in a contingent earnout (the "Earnout") related to the acquisition of City Gear based on City Gear's achievement of an EBITDA threshold for the 52-weeks ended January 30, 2021. The Earnout was in addition to the aggregate consideration payable to the sellers of City Gear, LLC in November 2018. Pursuant to the Membership Interest and Warrant Purchase Agreement dated October 29, 2018, and based on Fiscal 2021 financial results, the former members and warrant holders of City Gear were entitled to and were paid the Earnout payment of $15.0 million in April 2021. The share of the Earnout payment made to our President and CEO was approximately 22.8% or approximately $3.4 million.