Related-Party Transactions

12 Months Ended

Feb. 03, 2024

Related Party Transactions [Abstract]

Related-Party Transactions

RELATED-PARTY TRANSACTIONS

Active related parties at February 3, 2024

Preferred Growth Properties, LLC ("PGP")

The Company leases one store under a lease arrangement with PGP (formerly AL Florence Realty Holdings 2010, LLC), a wholly owned subsidiary of Books-A-Million, Inc. ("BAMM"). One of our Directors, Terrance G. Finley, 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 this lease at February 3, 2024 were immaterial.

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

TIG performs certain new store and store remodel construction for the Company and is 70% owned by a close relative of the Company's President and CEO. In Fiscal 2024, Fiscal 2023 and Fiscal 2022, payments to TIG for their services were $6.8 million, $10.2 million and $6.7 million, respectively. The amounts outstanding to TIG included in accounts payable on our consolidated balance sheets at February 3, 2024 and January 28, 2023 were 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. In Fiscal 2024, Fiscal 2023 and Fiscal 2022, payments to RSG for their services were $0.9 million, $1.0 million and $0.3 million, respectively. The amounts outstanding to RSG included in accounts payable on our consolidated balance sheets at February 3, 2024 and January 28, 2023 were immaterial.

Inactive related parties at February 3, 2024

Contingent Earnout ("Earnout")

Our President and CEO had a membership interest in an 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. 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.