10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________

FORM 10-Q

_________________________________________

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 30, 2022

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______ 

Commission File Number 001-37641

_________________________________________ 

DULUTH HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 _________________________________________

	99
Wisconsin	39-1564801
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
201 East Front Street Mount Horeb, Wisconsin	53572
(Address of principal executive offices)	(Zip Code)

(608) 424-1544

(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
Class B Common Stock, No Par Value	DLTH	NASDAQ Global Select Market

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.    Yes  þ    No  o

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).    Yes  þ    No  o

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	o	Accelerated Filer	þ
Non-accelerated Filer	o	Smaller Reporting Company	þ
		Emerging Growth Company	o

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  þ

The number of shares outstanding of the Registrant’s Class A common stock, no par value, as of November 30, 2022, was 3,364,200.

The number of shares outstanding of the Registrant’s Class B common stock, no par value, as of November 30, 2022, was 30,058,505.

DULUTH HOLDINGS INC.

QUARTERLY REPORT ON FORM 10-Q

FOR QUARTER ENDED October 30, 2022

INDEX

	Part I—Financial Information	Page
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets as of October 30, 2022 and January 30, 2022 (Unaudited)	3
	Condensed Consolidated Statements of Operations for the three and nine months ended October 30, 2022 and October 31, 2021 (Unaudited)	5
	Condensed Consolidated Statements of Comprehensive (Loss) Income for the three and nine months ended October 30, 2022 and October 31, 2021 (Unaudited)	6
	Condensed Consolidated Statement of Shareholders’ Equity for the nine months ended October 30, 2022 (Unaudited)	7
	Condensed Consolidated Statement of Shareholders’ Equity for the nine months ended October 31, 2021 (Unaudited)	8
	Condensed Consolidated Statements of Cash Flows for the nine months ended October 30, 2022 and October 31, 2021 (Unaudited)	9
	Notes to Condensed Consolidated Financial Statements (Unaudited)	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26
	Part II—Other Information
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 6.	Exhibits	29
Signatures		30

 
‎

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

DULUTH HOLDINGS INC.

Condensed Consolidated Balance Sheets - Assets

(Unaudited)

(Amounts in thousands)

	October 30, 2022		January 30, 2022		October 31, 2021
ASSETS
Current Assets:
Cash and cash equivalents	$	9,407	$	77,051	$	19,753
Receivables		6,466		5,455		5,133
Income tax receivable		1,452		—		605
Inventory, less reserves of $1,479, $2,372, and $1,439, respectively		204,717		122,672		165,078
Prepaid expenses & other current assets		17,964		17,333		14,787
Prepaid catalog costs		11		10		635
Total current assets		240,017		222,521		205,991
Property and equipment, net		112,800		110,078		114,579
Operating lease right-of-use assets		135,164		120,911		124,164
Finance lease right-of-use assets, net		47,938		50,133		50,866
Available-for-sale security		5,285		6,554		6,598
Other assets, net		6,446		5,353		5,382
Total assets	$	547,650	$	515,550	$	507,580

The accompanying notes are an integral part of these condensed consolidated financial statements.

‎

3

DULUTH HOLDINGS INC.

Condensed Consolidated Balance Sheets – Liabilities and Shareholders’ Equity

(Unaudited)

(Amounts in thousands)

	October 30, 2022		January 30, 2022		October 31, 2021
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Trade accounts payable	$	77,842	$	45,402	$	59,157
Accrued expenses and other current liabilities		34,795		47,504		41,832
Income taxes payable		—		6,814		—
Current portion of operating lease liabilities		15,095		12,882		12,362
Current portion of finance lease liabilities		2,802		2,701		2,679
Duluth line of credit		10,000		—		—
Current maturities of TRI long-term debt		749		693		675
Total current liabilities		141,283		115,996		116,705
Operating lease liabilities, less current maturities		120,908		107,094		110,370
Finance lease liabilities, less current maturities		38,151		40,267		40,954
TRI long-term debt, less current maturities		26,099		26,608		26,773
Deferred tax liabilities		2,572		2,867		8,092
Total liabilities		329,013		292,832		302,894
Shareholders' equity:
Preferred stock, no par value; 10,000 shares authorized; no shares ‎   issued or outstanding as of October 30, 2022, January 30, 2022 and October 31, 2021		—		—
Common stock (Class A), no par value; 10,000 shares authorized;    3,364 shares issued and outstanding as of October 30, 2022, January 30, 2022 and October 31, 2021		—		—
Common stock (Class B), no par value; 200,000 shares authorized;    30,167 shares issued and 30,055 shares outstanding as of October 30, 2022, 29,786 shares issued and 29,707 shares outstanding as of January 30, 2022 and 29,782 shares issued and 29,703 shares outstanding as of October 31, 2021		—		—
Treasury stock, at cost; 112, 79 and 79 shares as of October 30, 2022, ‎   January 30, 2022 and  October 31, 2021, respectively		(1,459)		(1,002)		(998)
Capital stock		97,977		95,515		94,815
Retained earnings		125,725		130,868		113,509
Accumulated other comprehensive income		(372)		489		494
Total shareholders' equity of Duluth Holdings Inc.		221,871		225,870		207,820
Noncontrolling interest		(3,234)		(3,152)		(3,134)
Total shareholders' equity		218,637		222,718		204,686
Total liabilities and shareholders' equity	$	547,650	$	515,550	$	507,580

The accompanying notes are an integral part of these condensed consolidated financial statements.

‎

4

DULUTH HOLDINGS INC.

Condensed Consolidated Statements of Operations

(Unaudited)

(Amounts in thousands, except per share figures)

	Three Months Ended				Nine Months Ended
	October 30, 2022		October 31, 2021		October 30, 2022		October 31, 2021
Net sales	$	147,126	$	145,277	$	411,541	$	427,823
Cost of goods sold (excluding depreciation and amortization)		70,205		61,627		191,949		196,204
Gross profit		76,921		83,650		219,592		231,619
Selling, general and administrative expenses		84,311		78,792		224,044		211,779
Operating (loss) income		(7,390)		4,858		(4,452)		19,840
Interest expense		968		900		2,723		3,390
Other income (loss), net		56		(265)		180		(193)
(Loss) income before income taxes		(8,302)		3,693		(6,995)		16,257
Income tax (benefit) expense		(2,059)		930		(1,770)		4,048
Net (loss) income		(6,243)		2,763		(5,225)		12,209
Less: Net loss attributable to noncontrolling interest		(26)		(43)		(82)		(134)
Net (loss) income attributable to controlling interest	$	(6,217)	$	2,806	$	(5,143)	$	12,343
Basic earnings per share (Class A and Class B):
Weighted average shares of common stock outstanding		32,792		32,649		32,759		32,605
Net (loss) income per share attributable to controlling interest	$	(0.19)	$	0.09	$	(0.16)	$	0.38
Diluted earnings per share (Class A and Class B):
Weighted average shares and equivalents outstanding		32,792		32,761		32,759		32,825
Net (loss) income per share attributable to controlling interest	$	(0.19)	$	0.09	$	(0.16)	$	0.38

The accompanying notes are an integral part of these condensed consolidated financial statements.

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5

DULUTH HOLDINGS INC.

Condensed Consolidated Statements of Comprehensive (Loss) Income

(Unaudited)

(Amounts in thousands)

	Three Months Ended				Nine Months Ended
	October 30, 2022		October 31, 2021		October 30, 2022		October 31, 2021
Net (loss) income	$	(6,243)	$	2,763	$	(5,225)	$	12,209
Other comprehensive income
Securities available-for sale:
Unrealized security (loss) income arising during the period		(498)		(94)		(1,149)		595
Income tax (benefit) expense		(124)		(24)		(288)		149
Other comprehensive (loss) income		(374)		(70)		(861)		446
Comprehensive (loss) income		(6,617)		2,693		(6,086)		12,655
Comprehensive loss attributable to noncontrolling interest		(26)		(43)		(82)		(134)
Comprehensive income attributable ‎to controlling interest	$	(6,591)	$	2,736	$	(6,004)	$	12,789

The accompanying notes are an integral part of these condensed consolidated financial statements.

 
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6

DULUTH HOLDINGS INC.

Condensed Consolidated Statement of Shareholders’ Equity

(Unaudited)

(Amounts in thousands)

	Nine Months Ended October 30, 2022
								Accumulated		Noncontrolling
	Capital stock							other		interest in		Total
				Treasury		Retained		comprehensive		variable interest		shareholders'
	Shares	Amount		stock		earnings		income (loss)		entity		equity
Balance at January 30, 2022	33,071	$	95,515	$	(1,002)	$	130,868	$	489	$	(3,152)	$	222,718
Issuance of common stock	292		166		—		—		—		—		166
Stock-based compensation	—		618		—		—		—		—		618
Restricted stock forfeitures	(1)		—		—		—		—		—		—
Restricted stock surrendered for taxes	(33)		—		(455)		—		—		—		(455)
Other comprehensive loss	—		—		—		—		(336)		—		(336)
Net loss	—		—		—		(1,294)		—		(29)		(1,323)
Balance at May 1, 2022	33,329	$	96,299	$	(1,457)	$	129,574	$	153	$	(3,181)	$	221,388
Issuance of common stock	56		147		—		—		—		—		147
Stock-based compensation	—		656		—		—		—		—		656
Restricted stock forfeitures	(44)		—		—		—		—		—		—
Restricted stock surrendered for taxes	—		—		(1)		—		—		—		(1)
Other comprehensive loss	—		—		—		—		(151)		—		(151)
Net income (loss)	—		—		—		2,368		—		(27)		2,341
Balance at July 31, 2022	33,341	$	97,102	$	(1,458)	$	131,942	$	2	$	(3,208)	$	224,380
Issuance of common stock	79		149		—		—		—		—		149
Stock-based compensation	—		726		—		—		—		—		726
Restricted stock forfeitures	(1)		—		—		—		—		—		—
Restricted stock surrendered for taxes	—		—		(1)		—		—		—		(1)
Other comprehensive income	—		—		—		—		(374)		—		(374)
Net loss	—		—		—		(6,217)		—		(26)		(6,243)
Balance at October 30, 2022	33,419	$	97,977	$	(1,459)	$	125,725	$	(372)	$	(3,234)	$	218,637

The accompanying notes are an integral part of these condensed consolidated financial statements.

 
‎

7

DULUTH HOLDINGS INC.

Condensed Consolidated Statement of Shareholders’ Equity

(Unaudited)

(Amounts in thousands)

	Nine Months Ended October 31, 2021
								Accumulated		Noncontrolling
	Capital stock							other		interest in		Total
				Treasury		Retained		comprehensive		variable interest		shareholders'
	Shares	Amount		stock		earnings		income		entity		equity
Balance at January 31, 2021	32,841	$	92,875	$	(628)	$	101,166	$	48	$	(3,000)	$	190,461
Issuance of common stock	101		132		—		—		—		—		132
Stock-based compensation	—		371		—		—		—		—		371
Restricted stock forfeitures	(1)		—		—		—		—		—		—
Restricted stock surrendered for taxes	(24)		—		(358)		—		—		—		(358)
Other comprehensive income	—		—		—		—		202		—		202
Net income (loss)	—		—		—		544		—		(46)		498
Balance at May 2, 2021	32,917	$	93,378	$	(986)	$	101,710	$	250	$	(3,046)	$	191,306
Issuance of common stock	142		139		—		—		—		—		139
Stock-based compensation	—		563		—		—		—		—		563
Restricted stock forfeitures	(2)		—		—		—		—		—		—
Restricted stock surrendered for taxes	—		—		(5)		—		—		—		(5)
Other comprehensive income	—		—		—		—		314		—		314
Net income (loss)	—		—		—		8,992		—		(45)		8,947
Balance at August 1, 2021	33,057	$	94,080	$	(991)	$	110,702	$	564	$	(3,091)	$	201,264
Issuance of common stock	13		171		—		—		—		—		171
Stock-based compensation	—		564		—		—		—		—		564
Restricted stock forfeitures	(2)		—		—		—		—		—		—
Restricted stock surrendered for taxes	(1)		—		(7)		—		—		—		(7)
Other comprehensive loss	—		—		—		—		(70)		—		(70)
Net income (loss)	—		—		—		2,807		—		(43)		2,764
Balance at October 31, 2021	33,067	$	94,815	$	(998)	$	113,509	$	494	$	(3,134)	$	204,686

The accompanying notes are an integral part of these condensed consolidated financial statements.

‎

8

DULUTH HOLDINGS INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Amounts in thousands)

	Nine Months Ended
	October 30, 2022		October 31, 2021
Cash flows from operating activities:
Net (loss) income	$	(5,225)	$	12,209
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		22,946		21,822
Stock based compensation		2,000		1,612
Deferred income taxes		(8)		(257)
Loss on disposal of property and equipment		40		404
Changes in operating assets and liabilities:
Receivables		(1,011)		(2,863)
Income taxes receivable		(1,452)		(605)
Inventory		(82,045)		(16,026)
Prepaid expense & other current assets		(1,107)		(1,571)
Software hosting implementation costs, net		(318)		(2,939)
Deferred catalog costs		(1)		379
Trade accounts payable		34,719		24,944
Income taxes payable		(6,814)		(7,579)
Accrued expenses and deferred rent obligations		(13,377)		4,117
Other assets		(436)		(918)
Noncash lease impacts		1,081		29
Net cash (used in) provided by operating activities		(51,008)		32,758
Cash flows from investing activities:
Purchases of property and equipment		(24,245)		(9,108)
Principal receipts from available-for-sale security		120		108
Proceeds from disposals		8		55
Net cash used in investing activities		(24,117)		(8,945)
Cash flows from financing activities:
Proceeds from line of credit		10,000		5,000
Payments on line of credit		—		(5,000)
Payments on delayed draw term loan		—		(48,250)
Payments on TRI long term debt		(509)		(457)
Payments on finance lease obligations		(2,015)		(1,894)
Payments of tax withholding on vested restricted shares		(457)		(370)
Other		462		327
Net cash provided by (used in) financing activities		7,481		(50,644)
Decrease in cash and cash equivalents		(67,644)		(26,831)
Cash and cash equivalents at beginning of period		77,051		47,221
Cash and cash equivalents at end of period	$	9,407	$	20,390
Supplemental disclosure of cash flow information:
Interest paid	$	2,723	$	3,328
Income taxes paid	$	6,626	$	12,585
Supplemental disclosure of non-cash information:
Unpaid liability to acquire property and equipment	$	1,540	$	2,518

The accompanying notes are an integral part of these condensed consolidated financial statements.

9

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 casual wear, workwear and accessories sold primarily through the Company’s own omnichannel platform. The Company’s products are marketed under the Duluth Trading name, 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 one reportable external segment, consistent with the Company’s omnichannel business approach. The Company’s revenues generated outside the United States were insignificant.

The Company has two classes of authorized common stock: Class A common stock and Class B common stock. The rights of holders of Class A common stock and Class B common stock are identical, except for voting and conversion rights. Each share of Class A common stock is entitled to ten votes per share and is convertible at any time into one share of Class B common stock. Each share of Class B common stock is entitled to one vote per share. The Company’s Class B common stock trades on the NASDAQ Global Select Market under the symbol “DLTH.”

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 January 31 of the following year. Fiscal 2022 is a 52-week period and ends on January 29, 2023. Fiscal 2021 was a 52-week period and ended on January 30, 2022. The three months of fiscal 2022 and fiscal 2021 represent the Company’s 13-week periods ended October 30, 2022 and October 31, 2021, respectively.

The accompanying condensed consolidated financial statements as of and for the three and nine months ended October 30, 2022 and October 31, 2021 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 nine months ended October 30, 2022 and October 31, 2021. 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 January 30, 2022.

C.    Impairment Analysis

As of October 30, 2022 and for the three and nine months ended, no triggering events or indicators of asset impairment were noted.

D.    Inventory

Inventory, consisting of purchased product, is valued at the lower of cost or net realizable value, under the first-in, first-out method. The significant estimates used in inventory valuation are obsolescence (including excess and slow-moving inventory and lower of cost or market reserves) and estimates of inventory shrinkage. Both estimates have calculations that require the Company to make assumptions and apply judgment regarding a number of factors, including market conditions, the selling environment, historical results and current inventory trends. Inventory is adjusted periodically to reflect current market conditions, which requires management’s judgment that may significantly affect the ending inventory valuation, as well as gross margin.

The reserve for inventory shrinkage is adjusted to reflect the trend of historical physical inventory count results. The Company performs its retail store physical inventory counts in July and the difference between actual and estimated shrinkage, recorded in Cost of goods sold, may cause fluctuations in second fiscal quarter results.

10

DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

E.    Prepaid Expenses and Other Assets

Prepaid expenses and other assets consist of the following:

	October 30, 2022		January 30, 2022
(in thousands)
Prepaid expenses & other current assets
Pending returns inventory, net	$	2,292	$	2,235
Current software hosting implementation costs, net		1,872		1,475
Other prepaid expenses		13,800		13,623
Prepaid expenses & other current assets	$	17,964	$	17,333
Other assets, net
Goodwill	$	402	$	402
Intangible assets, net		455		246
Non-current software hosting implementation costs		3,744		2,949
Other assets, net		1,845		1,756
Other assets, net	$	6,446	$	5,353

F.    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.

G.    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 2 to 4 days of the original sales transaction and are considered to be cash equivalents.

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 January 30, 2022.

‎

11

DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

2. LEASES

Based on the criteria set forth in ASC Topic 842, Leases (“ASC 842”), the Company recognizes Right-of-use (ROU) assets and lease liabilities related to leases on the Company’s consolidated balance sheets. The Company determines if an arrangement is, or contains, a lease at inception. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities reflect the obligation to make lease payments arising from the lease. At any given time during the lease term, the lease liability represents the present value of the remaining lease payments and the ROU asset is measured at the amount of the lease liability, adjusted for pre-paid rent, unamortized initial direct costs and the remaining balance of lease incentives received. Both the lease ROU asset and liability are reduced to zero at the end of the lease.

The Company leases retail space under non-cancelable lease agreements, which expire on various dates through 2036. Substantially all of these arrangements are store leases. Store leases generally have initial lease terms ranging from five years to fifteen years with renewal options and rent escalation provisions. At the commencement of a lease, the Company includes only the initial lease term as the option to extend is not reasonably certain. The Company does not record leases with a lease term of 12 months or less on the Company’s consolidated balance sheets.

When calculating the lease liability on a discounted basis, the Company applies its estimated discount. The Company bases this discount on a collateralized interest rate as well as publicly available data for instruments with similar characteristics.

In addition to rent payments, leases for retail space contain payments for real estate taxes, insurance costs, common area maintenance, and utilities that are not fixed. The Company accounts for these costs as variable payments and does not include such costs as a lease component.

The expense components of the Company’s leases reflected on the Company’s consolidated statement of operations were as follows:

	Consolidated Statement	Three Months Ended				Nine Months Ended
	of Operations	October 30, 2022		October 31, 2021		October 30, 2022		October 31, 2021
(in thousands)
Finance lease expenses
Amortization of right-of-use ‎assets	Selling, general and ‎administrative expenses	$	840	$	840	$	2,520	$	2,518
Interest on lease liabilities	Interest expense		452		479		1,377		1,460
Total finance lease expense		$	1,292	$	1,319	$	3,897	$	3,978
Operating lease expense	Selling, general and ‎administrative expenses	$	5,045	$	4,806	$	14,151	$	12,606
Amortization of build-to-suit ‎leases capital contribution	Selling, general and ‎administrative expenses		321		321		963		970
Variable lease expense	Selling, general and ‎administrative expenses		2,634		2,141		7,079		6,367
Total lease expense		$	9,292	$	8,587	$	26,090	$	23,921

‎

12

DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Other information related to leases were as follows:

	Nine Months Ended
	October 30, 2022		October 31, 2021
(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Financing cash flows from finance leases	$	2,015	$	1,894
Operating cash flows from finance leases	$	1,377	$	1,460
Operating cash flows from operating leases	$	13,577	$	11,774
Right-of-use assets obtained in exchange for lease liabilities:
Finance leases		—		—
Operating leases		24,028		12,547
Weighted-average remaining lease term (in years):
Finance leases		11		12
Operating leases		8		9
Weighted-average discount rate:
Finance leases		4.4%		4.4%
Operating leases		4.1%		4.1%

Future minimum lease payments under the non-cancellable leases are as follows as of October 30, 2022:

Fiscal year	Finance		Operating
(in thousands)
2022 (remainder of fiscal year)	$	1,132	$	4,899
2023		4,551		20,604
2024		4,736		20,070
2025		5,098		19,403
2026		3,993		18,546
Thereafter		33,224		78,180
Total future minimum lease payments	$	52,734	$	161,702
Less – Discount		(11,781)		(25,699)
Lease liability	$	40,953	$	136,003

13

DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

3.    DEBT AND CREDIT AGREEMENT

Debt consists of the following:

	October 30, 2022		January 30, 2022
(in thousands)
TRI Senior Secured Note	$	23,348	$	23,801
TRI Note		3,500		3,500
	$	26,848	$	27,301
Less: current maturities		749		693
TRI long-term debt	$	26,099	$	26,608
Duluth Line of credit	$	10,000	$	—
	$	10,000	$	—
Less: current maturities		10,000		—
Duluth long-term debt	$	—	$	—

TRI Holdings, LLC

TRI entered into a senior secured note (“TRI Senior Secured Note”) with an original balance of $26.7 million. The TRI Senior Secured Note is scheduled to mature on October 15, 2038 and requires installment payments with an interest rate of 4.95%. See Note 6 “Variable Interest Entities” for further information.

TRI entered into a promissory note (“TRI Note”) with an original balance of $3.5 million. The TRI Note is scheduled to mature in November 2038 and requires annual interest payments at a rate of 3.05%, with a final balloon payment due in November 2038.

While the above notes are consolidated in accordance with ASC Topic 810, Consolidation, the Company is not the guarantor nor obligor of these notes.

Credit Agreement

On May 17, 2018, the Company entered into a credit agreement (the “Credit Agreement”) which provided for borrowing availability of up to $80.0 million in revolving credit and associated swing line (the “Revolver”) and borrowing availability of up to $50.0 million in a delayed draw term loan (“DDTL”), for a total credit facility of $130.0 million. On April 30, 2020, the Credit Agreement was amended to include an incremental DDTL of $20.5 million (the “Incremental DDTL”) that was available to draw upon before March 31, 2021, and matured on April 29, 2021, for a total credit facility of $150.5 million. The loan covenants were also amended to allow for greater flexibility during the Company’s peak borrowing periods in fiscal 2020. The interest rate applicable to the Revolver or DDTL was a fixed rate for a one-, two-, three- or six-month interest period equal to LIBOR (with a 1% floor) for such interest period plus a margin of 225 to 300 basis points, based upon the Company’s rent adjusted leverage ratio. The interest rate applicable to the Incremental DDTL was also a fixed rate over the aforementioned interest periods equal to LIBOR (with a 1% floor) for such interest period plus a margin of 275 to 350 basis points.

On May 14, 2021, the Company terminated the Credit Agreement, and entered into a new credit agreement (the “New Credit Agreement”), which was treated as a modification for accounting purposes. The New Credit Agreement originally matured on May 14, 2026 and provided for borrowings of up to $150.0 million that were available under a revolving senior credit facility, with a $5.0 million sublimit for issuance of standby letters of credit, as well as a $10.0 million sublimit for swing line loans. At the Company’s option, the interest rate applicable to the revolving senior credit facility was a floating rate equal to: (i) the Bloomberg Short-Term Bank Yield Index rate (“BSBY”) plus the applicable rate of 1.25% to 2.00% determined based on the Company’s rent adjusted leverage ratio, or (ii) the base rate plus the applicable rate of 0.25% to 1.00% based on the Company’s rent adjusted leverage ratio. The New Credit Agreement was secured by essentially all Company assets and requires the Company to maintain compliance with certain financial and non-financial covenants, including a maximum rent adjusted leverage ratio and a minimum fixed charge coverage ratio as defined in the New Credit Agreement.

On July 8, 2022, the Company entered into the First Amendment to the New Credit Agreement (the “First Amendment”), which was treated as a modification for accounting purposes. The First Amendment amends the New Credit Agreement in order to (i) increase the revolving commitment from $150 million to $200 million; (ii) extend the maturity date from May 14, 2026 to July 8, 2027; (iii) amend the pricing index to replace BSBY with the Term Secured Overnight Financing Rate; and (iv) to reduce the commitment fee in some instances.

14

DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

As of October 30, 2022 and for the nine months then ended, the Company was in compliance with all financial and non-financial covenants contained within the New Credit Agreement and the First Amendment.

4.    ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following:

	October 30, 2022		January 30, 2022
(in thousands)
Salaries and benefits	$	5,958	$	11,773
Deferred revenue		7,495		10,791
Freight		4,992		8,942
Product returns		5,156		5,439
Unpaid purchases of property & equipment		1,462		794
Accrued advertising		7,920		600
Other		1,812		9,165
Total accrued expenses and other current liabilities	$	34,795	$	47,504

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 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 nine months ended October 30, 2022, 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:

	October 30, 2022
	Cost or		Gross		Gross
	Amortized		Unrealized		Unrealized		Estimated
	Cost		Gains		Losses		Fair Value
(in thousands)
Level 3 security:
Corporate trust	$	5,780	$	—	$	495	$	5,285

15

DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

	January 30, 2022
	Cost or		Gross		Gross
	Amortized		Unrealized		Unrealized		Estimated
	Cost		Gains		Losses		Fair Value
(in thousands)
Level 3 security:
Corporate trust	$	5,900	$	654	$	—	$	6,554

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.

No other-than-temporary impairment was recorded in the unaudited condensed consolidated statements of operations for the nine months ended October 30, 2022 or October 31, 2021.

The following table presents future principal receipts related to the Company’s available-for-sale security by contractual maturity as of October 30, 2022.

	Amortized		Estimated
	Cost		Fair Value
(in thousands)
Within one year	$	177	$	146
After one year through five years		1,181		1,026
After five years through ten years		1,800		1,645
After ten years		2,622		2,468
Total	$	5,780	$	5,285

The carrying values and fair values of other financial instruments in the Consolidated Balance Sheets are as follows:

	October 30, 2022				January 30, 2022
		Carrying Amount		Fair Value		Carrying Amount		Fair Value
(in thousands)
TRI Long-term debt, including short-term portion	$	26,848	$	24,885	$	27,301	$	27,804

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 ENTITY

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 one variable interest entity (“VIE”) as of October 30, 2022 and January 30, 2022.

The Company leases the Company’s headquarters in Mt. Horeb, Wisconsin from TRI. In conjunction with the lease, the Company invested $6.3 million in a trust that loaned funds to TRI for the construction of the Company’s headquarters. TRI is a Wisconsin limited liability company whose primary purpose and activity is to own this real property. The Company considers itself the primary beneficiary for TRI as the Company has both the power to direct the activities that most significantly impact the entity’s economic performance and is expected to receive benefits that are significant to TRI. As the Company is the

16

DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

primary beneficiary, it consolidates TRI and the lease is eliminated in consolidation. The Company does not consolidate the trust as the Company is not the primary beneficiary.

The condensed consolidated balance sheets include the following amounts as a result of the consolidation of TRI as of October 30, 2022 and January 30, 2022:

	October 30, 2022		January 30, 2022
(in thousands)
Cash	$	33	$	21
Property and equipment, net		23,715		24,180
Total assets	$	23,748	$	24,201
Other current liabilities	$	134	$	52
Current maturities of long-term debt		749		693
TRI Long-term debt		26,099		26,608
Noncontrolling interest in VIE		(3,234)		(3,152)
Total liabilities and shareholders' equity	$	23,748	$	24,201

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. The reconciliation of the numerator and denominator of the basic and diluted earnings per share calculation is as follows:

	Three Months Ended				Nine Months Ended
	October 30, 2022		October 31, 2021		October 30, 2022		October 31, 2021
(in thousands, except per share data)
Numerator - net income attributable to ‎controlling interest	$	(6,217)	$	2,806	$	(5,143)	$	12,343
Denominator - weighted average shares ‎   (Class A and Class B)
Basic		32,792		32,649		32,759		32,605
Dilutive shares		—		112		—		220
Diluted		32,792		32,761		32,759		32,825
Earnings per share (Class A and Class B)
Basic	$	(0.19)	$	0.09	$	(0.16)	$	0.38
Diluted	$	(0.19)	$	0.09	$	(0.16)	$	0.38

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 $0.7 million and $2.0 million for the three and nine months ended October 30, 2022, respectively. The Company’s total stock compensation expense is included in selling, general and administrative expenses on the Condensed Consolidated Statements of Operations.

A summary of the activity in the Company’s unvested restricted stock during the nine months ended October 30, 2022 is as follows:

17

DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

		Weighted
		average
		fair value
	Shares	per share
Outstanding at January 30, 2022	405,334	$	13.54
Granted	379,990		12.16
Vested	(124,551)		13.43
Forfeited	(45,036)		12.29
Outstanding at October 30, 2022	615,737	$	12.88

At October 30, 2022, the Company had unrecognized compensation expense of $5.7 million related to the restricted stock awards, which is expected to be recognized over a weighted average period of 2.5 years.

9.    PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

	October 30, 2022		January 30, 2022
(in thousands)
Land and land improvements	$	4,486	$	4,486
Leasehold improvements		48,318		48,093
Buildings		36,176		35,359
Vehicles		161		161
Warehouse equipment		24,157		17,735
Office equipment and furniture		53,989		53,607
Computer equipment		9,292		8,325
Software		36,568		34,207
		213,147		201,973
Accumulated depreciation and amortization		(114,462)		(97,473)
		98,685		104,500
Construction in progress		14,115		5,578
Property and equipment, net	$	112,800	$	110,078

10.    REVENUE

The Company’s revenue primarily consists of the sale of apparel, footwear and hard goods. Revenue for merchandise that is shipped to our customers from our distribution centers and stores is recognized upon shipment. Store revenue is recognized at the point of sale, net of returns, and excludes taxes. Shipping and processing revenue generated from customer orders are included as a component of net sales and shipping and processing expense, including handling expense, is included as a component of selling, general and administrative expenses. Sales tax collected from customers and remitted to taxing authorities is excluded from revenue and is included in accrued expenses.

Sales disaggregated based upon sales channel is presented below.

	Three Months Ended				Nine Months Ended
	October 30, 2022		October 31, 2021		October 30, 2022		October 31, 2021
(in thousands)
Direct-to-consumer	$	90,999	$	85,200	$	254,000	$	258,830
Stores		56,127		60,077		157,541		168,993
	$	147,126	$	145,277	$	411,541	$	427,823

18

DULUTH HOLDINGS INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Contract Assets and Liabilities

The Company’s contract assets primarily consist of the right of return for amounts of inventory to be returned that is expected to be resold and is recorded in Prepaid expenses and other current assets on the Company’s consolidated balance sheets. The Company’s contract liabilities primarily consist of gift card liabilities and are recorded in Accrued expenses and other current liabilities under deferred revenue (see Note 4 “Accrued Expenses and Other Current Liabilities”) on the Company’s consolidated balance sheets. Upon issuance of a gift card, a liability is established for its cash value. The gift card liability is relieved and revenues on gift cards are recorded at the time of redemption by the customer.

Contract assets and liabilities on the Company’s consolidated balance sheets are presented in the following table:

	October 30, 2022		January 30, 2022
(in thousands)
Contract assets	$	2,292	$	2,235
Contract liabilities	$	7,495	$	10,791

Revenue from gift cards is recognized when the gift card is redeemed by the customer for merchandise or as a gift card breakage, an estimate of gift cards which will not be redeemed. The Company does not record breakage revenue when escheat liability to the relevant jurisdictions exists. Gift card breakage is recorded within Net sales on the Company’s consolidated statement of operations. The following table provides the reconciliation of the contract liability related to gift cards for the nine months ended:

	October 30, 2022		October 31, 2021
(in thousands)
Balance as of beginning of period	$	10,791	$	9,788
Gift cards sold		5,731		6,097
Gift cards redeemed		(8,720)		(8,112)
Gift card breakage		(307)		(373)
Balance as of end of period	$	7,495	$	7,400

11.    INCOME TAXES

The provision for income taxes for the interim period is based on an estimate of the annual effective tax rate adjusted to reflect the impact of discrete items. Management judgment is required in projecting ordinary income to estimate the Company’s annual effective tax rate. The effective tax rate related to controlling interest was 25% and 26% for the three and nine months ended October 30, 2022, respectively. The income from TRI was excluded from the calculation of the Company’s effective tax rate, as TRI is a limited liability company and not subject to income taxes.

12.    RECENT ACCOUNTING PRONOUNCEMENTS

In June 2016, the FASB issued Accounting Standards Update No. 2016-13 “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” (“ASU 2016-13”), which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, which include trade and other receivables, loans and held-to-maturity debt securities, to record an allowance for credit risk based on expected losses rather than incurred losses, otherwise known as “CECL”. In addition, this guidance changes the recognition for credit losses on available-for-sale debt securities, which can occur as a result of market and credit risk and requires additional disclosures. On November 15, 2019, the FASB issued ASU No. 2019-10 “Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815, and Leases (Topic 842),” (ASU 2019-10”), which provides a framework to stagger effective dates for future major accounting standards and amends the effective dates for certain major new accounting standards to give implementation relief to certain types of entities. ASU 2019-10 amends the effective dates for ASU 2016-13 for smaller reporting companies with fiscal years beginning after December 15, 2022, and interim periods within those years. The Company expects to adopt ASU 2016-13 on January 30, 2023, the first day of the Company’s first quarter for the fiscal year ending January 28, 2024, the Company’s fiscal year 2023. The Company is evaluating the impact adopting ASU 2016-13 will have on the Company’s 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 1of 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 January 30, 2022 (“2021 Form 10-K”).

The Company’s fiscal year ends on the Sunday nearest to January 31 of the following year. Fiscal 2022 is a 52-week period and ends on January 29, 2023. Fiscal 2021 was a 52-week period and ended on January 30, 2022. The three months of fiscal 2022 and fiscal 2021 represent our 13-week periods ended October 30, 2022 and October 31, 2021, 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,” “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 initiatives, or strategies are forward-looking statements. All forward-looking statements are subject to risks and uncertainties, including the risks and uncertainties described under Part I, Item 1A “Risk Factors,” in our 2021 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 on our results of operations; the prolonged effects of COVID-19 on store traffic and disruptions to our distribution network, supply chains and operations; our ability to maintain and enhance a strong 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 due to 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. 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 casual wear, workwear and accessories sold primarily through our own omnichannel platform. We offer products nationwide through our website and catalog. 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 October 30, 2022, we operated 62 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^TM 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.

‎

20

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 robust sales momentum. 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:

Net sales increased by 1.3% over the prior year third quarter to $147.1 million, and net sales in the first nine months of fiscal 2022 decreased by 3.8% over the first nine months of the prior year to $411.5 million;

Net loss of $6.2 million in fiscal 2022 third quarter compared to the prior year third quarter net income of $2.8 million, and net loss in the first nine months of fiscal 2022 of $5.2 million compared to net income in the first nine months of fiscal 2021 of $12.2 million; and

Adjusted EBITDA decreased to $1.7 million in fiscal 2022 third quarter compared to the prior year third quarter Adjusted EBITDA of $13.0 million, and adjusted EBITDA in the first nine months of fiscal 2022 of $22.9 million compared to $44.3 million over the first nine months of the prior year.

See the “Reconciliation of Net Income to EBITDA and EBITDA to Adjusted EBITDA” section for a reconciliation of our net income 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.

The Company continues to progress on further defining and executing the “Big Dam Blueprint,” which management believes will unlock the Company’s full potential for long-term, sustainable growth. As introduced in the second quarter of 2021, the Big Dam Blueprint focuses on the following key strategic areas:

Begin with a digital-first mindset that integrates technology into all areas of the business, fundamentally changing how we operate and deliver value to customers.

Intensify efforts to optimize Duluth Trading’s owned retail channels by increasing focus and investments in our direct channel as our primary growth vehicle. We are conducting strategic research that will inform decisions on future stores regarding new locations and market share potential, size and layout.

Evolve the Company’s multi-brand platform as a new pathway to grow the business. Create unique brand positions, across men’s and women’s, for Duluth, 40Grit, Alaskan Hardgear, Buck Naked, and Best Made to address customer needs for various occasions including work, outdoor recreation, casual lifestyle, and first layer. Invest in the evolution of the Duluth Trading platform to enable the integration of new brands, expand our offerings and broaden our customer base.

Carefully test and learn to unlock long-term growth potential. Explore new opportunities to engage current and potential customers through products, services and touchpoints that they expect and value.

Increase and, in some areas, accelerate investments to future proof the business. Areas under analysis include greater automation across the logistics network; technology that will improve operations, generate positive impact and sustainable returns; support growth through multiple brands and seamlessly integrate new brands into the portfolio; and attract the talent, skillsets and expertise needed to scale the business.

Our management’s discussion and analysis includes market sales metrics for our stores, website and catalog sales. Market areas are determined by a third-party that divides the United States and Puerto Rico into 280 unique geographical areas. Our store market sales metrics include sales from our stores, website and catalog. Our non-store market sales metrics include sales from our website and catalog.

Economic Conditions

In addition to the COVID-19 pandemic, the United States economy has experienced high inflation during the first three quarters of 2022 and there are expectations in the market that inflation may remain at elevated levels.

The ultimate impact of COVID-19 and higher inflationary periods on our operational and financial performance still depends on future developments outside of our control. Given the uncertainty, we cannot reasonably estimate store traffic patterns and the prolonged impact on overall consumer demand.

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.

21

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 of the product and 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 distribution 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. We expect gross profit to increase to the extent that we successfully grow our net sales. 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 digital and television advertising, catalog 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.

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 and depreciation 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.

We define Adjusted EBITDA as consolidated net income before depreciation and amortization, interest expense and provision for income taxes adjusted for the impact of certain items, including non-cash and other items we do not consider representative of our ongoing operating performance. We believe Adjusted EBITDA is less susceptible to variances in actual performance resulting from depreciation, amortization and other items. We also use Adjusted EBITDA as the key financial metric in determining bonus compensation for our employees. This non-GAAP measure may not be comparable to similarly titled measures used by other companies.

22

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						Nine Months Ended
	October 30, 2022			October 31, 2021			October 30, 2022			October 31, 2021
(in thousands)
Net sales	$	147,126		$	145,277		$	411,541		$	427,823
Cost of goods sold (excluding depreciation and amortization)		70,205			61,627			191,949			196,204
Gross profit		76,921			83,650			219,592			231,619
Selling, general and administrative expenses		84,311			78,792			224,044			211,779
Operating (loss) income		(7,390)			4,858			(4,452)			19,840
Interest expense		968			900			2,723			3,390
Other income (loss), net		56			(265)			180			(193)
(Loss) income before income taxes		(8,302)			3,693			(6,995)			16,257
Income tax (benefit) expense		(2,059)			930			(1,770)			4,048
Net (loss) income		(6,243)			2,763			(5,225)			12,209
Less: Net loss attributable to noncontrolling interest		(26)			(43)			(82)			(134)
Net (loss) income attributable to controlling interest	$	(6,217)		$	2,806		$	(5,143)		$	12,343
Percentage of Net sales:
Net sales		100.0	%		100.0	%		100.0	%		100.0	%
Cost of goods sold (excluding depreciation ‎and amortization)		47.7	%		42.4	%		46.6	%		45.9	%
Gross margin		52.3	%		57.6	%		53.4	%		54.1	%
Selling, general and administrative expenses		57.3	%		54.2	%		54.4	%		49.5	%
Operating (loss) income		(5.0)	%		3.3	%		(1.1)	%		4.6	%
Interest expense		0.7	%		0.6	%		0.7	%		0.8	%
Other income (loss), net		-	%		-	%		-	%		-	%
(Loss) income before income taxes		(5.6)	%		2.5	%		(1.7)	%		3.8	%
Income tax (benefit) expense		(1.4)	%		0.6	%		(0.4)	%		0.9	%
Net (loss) income		(4.2)	%		1.9	%		(1.3)	%		2.9	%
Less: Net loss attributable to noncontrolling interest		-	%		-	%		-	%		-	%
Net (loss) income attributable to controlling interest		(4.2)	%		1.9	%		(1.2)	%		2.9	%

Three Months Ended October 30, 2022 Compared to Three Months Ended October 31, 2021

Net Sales

Net sales increased $1.8 million, or 1.3%, to $147.1 million in the three months ended October 30, 2022 compared to $145.3 million in the three months ended October 31, 2021.

Store market net sales increased $0.8 million, or 0.8%, to $103.8 million in the three months ended October 30, 2022 compared to $103.0 million in the three months ended October 31, 2021. Non-store market net sales increased by $1.2 million, or 2.9%, to $42.3 million in the three months ended October 30, 2022 compared to $41.1 million in the three months ended October 31, 2021.

‎

23

Gross Profit

Gross profit decreased $6.7 million, or 8.0%, to $76.9 million in the three months ended October 30, 2022 compared to $83.6 million in the three months ended October 31, 2021. As a percentage of net sales, gross margin decreased to 52.3% of net sales in the three months ended October 30, 2022, compared to 57.6% of net sales in the three months ended October 31, 2021. The decrease in gross margin was primarily driven by a higher mix of promotional sales during the current period.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $5.5 million, or 7.0%, to $84.3 million in the three months ended October 30, 2022 compared to $78.8 million in the three months ended October 31, 2021. Selling, general and administrative expenses as a percentage of net sales increased to 57.3% in the three months ended October 30, 2022, compared to 54.2% in the three months ended October 31, 2021.

The increase in selling, general and administrative expense was primarily due to increased digital advertising to drive brand awareness and store traffic, as well as increased depreciation from continued capital investments.

Income Taxes

Income tax benefit was $2.1 million in the three months ended October 30, 2022, compared to income tax expense of $0.9 million in the three months ended October 31, 2021. The effective tax rate related to controlling interest was 25% for the three months ended October 30, 2022 compared to 25% for the three months ended October 31, 2021.

Net (Loss) Income Attributable to Controlling Interest

Net loss attributable to controlling interest was $6.2 million, in the three months ended October 30, 2022 compared to net income of $2.8 million in the three months ended October 31, 2021, due to the factors discussed above.

Nine Months Ended October 30, 2022 Compared to Nine Months Ended October 31, 2021

Net Sales

Net sales decreased $16.3 million, or 3.8%, to $411.5 million in the nine months ended October 30, 2022 compared to $427.8 million in the nine months ended October 31, 2021. The decrease was primarily driven by continued slower store traffic, partially offset by increased promotional activity, particularly during the current quarter.

Store market net sales decreased $10.7 million, or 3.6%, to $289.3 million in the nine months ended October 30, 2022 compared to $300.0 million in the nine months ended October 31, 2021. Non-store market net sales decreased by $4.8 million, or 3.9%, to $118.9 million in the nine months ended October 30, 2022 compared to $123.7 million in the nine months ended October 31, 2021.

Gross Profit

Gross profit decreased $12.0 million, or 5.2%, to $219.6 million in the nine months ended October 30, 2022 compared to $231.6 million in the nine months ended October 31, 2021. As a percentage of net sales, gross margin decreased to 53.4% of net sales in the nine months ended October 30, 2022, compared to 54.1% of net sales in the nine months ended October 31, 2021.

The decrease in gross margin was driven by a higher mix of promotional sales during the second and third quarters of the current year.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $12.3 million, or 5.8%, to $224.0 million in the nine months ended October 30, 2022 compared to $211.8 million in the nine months ended October 31, 2021. Selling, general and administrative expenses as a percentage of net sales increased to 54.4% in the nine months ended October 30, 2022, compared to 49.5% in the nine months ended October 31, 2021.

The increase in selling, general and administrative expense was primarily due to current year new headcounts, as well as increased depreciation from continued capital investments.

24

Income Taxes

Income tax benefit was $1.8 million in the nine months ended October 30, 2022, compared to income tax expense of $4.0 million in the nine months ended October 31, 2021. The effective tax rate related to controlling interest was 26% for the nine months ended October 30, 2022 compared to 25% for the nine months ended October 31, 2021.

Net (Loss) Income Attributable to Controlling Interest

Net loss attributable to controlling interest was $5.1 million, in the nine months ended October 30, 2022 compared to net income of $12.3 million in the nine months ended October 31, 2021, due to the factors discussed above.

Reconciliation of Net (Loss) Income to EBITDA and EBITDA to Adjusted EBITDA

The following table presents reconciliations of net income 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				Nine Months Ended
	October 30, 2022		October 31, 2021		October 30, 2022		October 31, 2021
(in thousands)
Net (loss) income	$	(6,243)	$	2,763	$	(5,225)	$	12,209
Depreciation and amortization		7,572		7,306		22,946		21,822
Amortization of internal-use software hosting
subscription implementation costs		783		478		2,203		1,252
Interest expense		968		900		2,723		3,390
Income tax (benefit) expense		(2,059)		930		(1,770)		4,048
EBITDA	$	1,021	$	12,377	$	20,877	$	42,721
Stock based compensation		726		605		2,000		1,612
Adjusted EBITDA	$	1,747	$	12,982	$	22,877	$	44,333

As a result of the factors discussed above in the “Results of Operations” section, Adjusted EBITDA decreased $11.3 million to $1.7 million in the three months ended October 30, 2022 compared to $13.0 million in the three months ended October 31, 2021. As a percentage of net sales, Adjusted EBITDA decreased to 1.2% of net sales in the three months ended October 30, 2022 compared to 8.9% of net sales in the three months ended October 31, 2021.

As a result of the factors discussed above in the “Results of Operations” section, Adjusted EBITDA decreased $21.4 million to $22.9 million in the nine months ended October 30, 2022 compared to $44.3 million in the nine months ended October 31, 2021. As a percentage of net sales, Adjusted EBITDA decreased to 5.6% of net sales in the nine months ended October 30, 2022 compared to 10.4% of net sales in the nine months ended October 31, 2021.

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, 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. At October 30, 2022, our net working capital was $98.7 million, including $9.4 million of cash and cash equivalents.

We expect to spend approximately $35.0 million in fiscal 2022 on capital expenditures, inclusive of software hosting implementation costs, primarily due to investments in logistics optimization, including investments in the fulfillment network and information technology. 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. 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.

25

Cash Flow Analysis

A summary of operating, investing and financing activities is shown in the following table.

	Nine Months Ended
	October 30, 2022		October 31, 2021
(in thousands)
Net cash (used in) provided by operating activities	$	(51,008)	$	32,758
Net cash used in investing activities		(24,117)		(8,945)
Net cash provided by (used in) financing activities		7,481		(50,644)
Decrease in cash and cash equivalents	$	(67,644)	$	(26,831)

Net Cash (Used in) Provided by Operating Activities

Operating activities consist primarily of net income adjusted for non-cash items that include depreciation and amortization, stock-based compensation and the effect of changes in operating assets and liabilities.

For the nine months ended October 30, 2022, net cash used in operating activities was $51.0 million, which primarily consisted of cash used in operating assets and liabilities of $70.8 million. The cash used in operating assets and liabilities of $70.8 million was primarily due to a $82.0 million increase in inventory and a $13.4 million decrease in accrued expenses, partially offset by a $34.7 million increase in trade accounts payable.

For the nine months ended October 31, 2021, net cash provided by operating activities was $32.8 million, which primarily consisted of net income of $12.2 million, non-cash depreciation and amortization of $21.8 million, and cash used in operating assets and liabilities of $3.0 million. The cash used in operating assets and liabilities of $3.0 million primarily consisted of a $16.0 million increase in inventory and a $7.6 million decrease in income taxes payable, partially offset by a $4.1 million increase in accrued expenses and a $24.9 million increase in trade accounts payable.

Net Cash Used in Investing Activities

Investing activities consist primarily of capital expenditures for growth related to investments in infrastructure and information technology.

For the nine months ended October 30, 2022, net cash used in investing activities was $24.1 million and was primarily driven by new investments in the fulfillment network and information technology.

For the nine months ended October 31, 2021, net cash used in investing activities was $8.9 million and was primarily driven by investments in a new fulfillment center, one new retail store, as well as information technology.

Net Cash Provided by (Used in) Financing Activities

Financing activities consist primarily of borrowings and payments related to our revolving line of credit and other long-term debt, as well as payments on finance lease obligations.

For the nine months ended October 30, 2022, net cash provided by financing activities was $7.5 million, primarily consisting of $10.0 million in borrowings under our revolving line of credit, partially offset by payments on finance lease obligations.

For the nine months ended October 31, 2021, net cash used in financing activities was $50.6 million, primarily consisting of the full paydown of Duluth’s debt.

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 January 30, 2022.

Off-Balance Sheet Arrangements

We are not a party to any material off-balance sheet arrangements.

26

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 2021 Form 10-K.

Recent Accounting Pronouncements

See Note 12 “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 2021 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 2021 Form 10-K, or other SEC filings. There have been no material changes to our risk factors as previously disclosed in our fiscal 2021 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 October 30, 2022, which were not registered under the Securities Act.

The following table contains information 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 October 30, 2022.

				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
August 1, 2022 - August 28, 2022	135	$	8.99	—	$	—
August 29, 2022 - October 2, 2022	64		7.07	—		—
October 3, 2022 - October 30, 2022	—		—	—		—
Total	199	$	8.37	—	$	—

‎

28

Item 6.    Exhibits

EXHIBIT INDEX

Exhibit No.
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act, as amended.*
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act of 1934, as amended.*
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS	XBRL Instance Document**
101.SCH	XBRL Taxonomy Extension Schema Document**
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF	XBRL Taxonomy Extension Definition Document**
101.LAB	XBRL Taxonomy Extension Label Linkbase Document**
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document**
104	The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended October 30, 2022 has been formatted in Inline XBRL (Inline Extensible Business Reporting Language and contained in Exhibits 101).

*	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: December 2, 2022
	DULUTH HOLDINGS INC. ‎(Registrant)
		/s/ David Loretta
		David Loretta
		Senior Vice President and Chief Financial Officer
		(On behalf of the Registrant and as Principal Financial Officer)
		/s/ Michael Murphy
		Michael Murphy
		Vice President and Chief Accounting Officer
		(On behalf of the Registrant and as Principal Accounting Officer)

30

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Sam Sato, 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: December 2, 2022

/s/ Sam Sato

Sam Sato

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, David Loretta, 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: December 2, 2022

/s/ David Loretta

David Loretta

Chief Financial Officer

EX-32.1

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 October 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Sam Sato, 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:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	/s/ Sam Sato
Name:	Sam Sato
Title:	Chief Executive Officer
Date:	December 2, 2022

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.

EX-32.2

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 October 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David Loretta, 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:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	/s/ David Loretta
Name:	David Loretta
Title:	Chief Financial Officer
Date:	December 2, 2022

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.

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Document Period End Date	Oct. 30, 2022
Document Transition Report	false
Entity File Number	001-37641
Entity Registrant Name	DULUTH HOLDINGS INC.
Entity Tax Identification Number	39-1564801
Entity Incorporation, State or Country Code	WI
Entity Address, Address Line One	201 East Front Street
Entity Address, City or Town	Mount Horeb
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	53572
City Area Code	608
Local Phone Number	424-1544
Title of 12(b) Security	Class B Common Stock, No Par Value
Trading Symbol	DLTH
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--01-29
Entity Central Index Key	0001649744
Amendment Flag	false
Class A common stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		3,364,200
Class B common stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		30,058,505

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Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Oct. 30, 2022	Jan. 30, 2022	Oct. 31, 2021
Current Assets:
Cash and cash equivalents	$ 9,407	$ 77,051	$ 19,753
Receivables	6,466	5,455	5,133
Income tax receivable	1,452		605
Inventory, less reserves of $1,479, $2,372, and $1,439, respectively	204,717	122,672	165,078
Prepaid expenses & other current assets	17,964	17,333	14,787
Prepaid catalog costs	11	10	635
Total current assets	240,017	222,521	205,991
Property and equipment, net	112,800	110,078	114,579
Operating lease right-of-use assets	135,164	120,911	124,164
Finance lease right-of-use assets, net	47,938	50,133	50,866
Available-for-sale security	5,285	6,554	6,598
Other assets, net	6,446	5,353	5,382
Total assets	547,650	515,550	507,580
Current liabilities:
Trade accounts payable	77,842	45,402	59,157
Accrued expenses and other current liabilities	34,795	47,504	41,832
Income taxes payable		6,814
Current portion of operating lease liabilities	15,095	12,882	12,362
Current portion of finance lease liabilities	2,802	2,701	2,679
Duluth line of credit	10,000
Current maturities of TRI long-term debt	749	693	675
Total current liabilities	141,283	115,996	116,705
Operating lease liabilities, less current maturities	120,908	107,094	110,370
Finance lease liabilities, less current maturities	38,151	40,267	40,954
TRI long-term debt, less current maturities	26,099	26,608	26,773
Deferred tax liabilities	2,572	2,867	8,092
Total liabilities	329,013	292,832	302,894
Shareholders’ equity:
Preferred stock, no par value; 10,000 shares authorized; no shares issued or outstanding as of October 30, 2022, January 30, 2022 and October 31, 2021
Treasury stock, at cost; 112, 79 and 79 shares as of October 30, 2022, January 30, 2022, and October 31, 2021, respectively	(1,459)	(1,002)	(998)
Capital stock	97,977	95,515	94,815
Retained earnings	125,725	130,868	113,509
Accumulated other comprehensive income	(372)	489	494
Total shareholders' equity of Duluth Holdings Inc.	221,871	225,870	207,820
Noncontrolling interest	(3,234)	(3,152)	(3,134)
Total shareholders' equity	218,637	222,718	204,686
Total liabilities and shareholders' equity	547,650	515,550	507,580
Class A common stock [Member]
Shareholders’ equity:
Common stock
Class B common stock [Member]
Shareholders’ equity:
Common stock

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Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Oct. 30, 2022	Jan. 30, 2022	Oct. 31, 2021
Inventory reserves	$ 1,479	$ 2,372	$ 1,439
Preferred stock, no par value
Preferred stock, shares authorized	10,000,000	10,000,000	10,000,000
Preferred stock, shares issued	0	0	0
Preferred stock, shares outstanding	0	0	0
Treasury stock, shares	112,000	79,000	79,000
Class A common stock [Member]
Common stock, no par value
Common stock, shares authorized	10,000,000	10,000,000	10,000,000
Common stock, shares issued	3,364,000	3,364,000	3,364,000
Common stock, shares outstanding	3,364,000	3,364,000	3,364,000
Class B common stock [Member]
Common stock, no par value
Common stock, shares authorized	200,000,000	200,000,000	200,000,000
Common stock, shares issued	30,167,000	29,786,000	29,782,000
Common stock, shares outstanding	30,055,000	29,707,000	29,703,000

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Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 30, 2022	Oct. 31, 2021	Oct. 30, 2022	Oct. 31, 2021
Condensed Consolidated Statements of Operations [Abstract]
Net sales	$ 147,126	$ 145,277	$ 411,541	$ 427,823
Cost of goods sold (excluding depreciation and amortization)	70,205	61,627	191,949	196,204
Gross profit	76,921	83,650	219,592	231,619
Selling, general and administrative expenses	84,311	78,792	224,044	211,779
Operating (loss) income	(7,390)	4,858	(4,452)	19,840
Interest expense	968	900	2,723	3,390
Other income (loss), net	56	(265)	180	(193)
(Loss) income before income taxes	(8,302)	3,693	(6,995)	16,257
Income tax (benefit) expense	(2,059)	930	(1,770)	4,048
Net (loss) income	(6,243)	2,763	(5,225)	12,209
Less: Net loss attributable to noncontrolling interest	(26)	(43)	(82)	(134)
Net (loss) income attributable to controlling interest	$ (6,217)	$ 2,806	$ (5,143)	$ 12,343
Basic earnings per share (Class A and Class B):
Weighted average shares of common stock outstanding	32,792	32,649	32,759	32,605
Net (loss) income per share attributable to controlling interest	$ (0.19)	$ 0.09	$ (0.16)	$ 0.38
Diluted earnings per share (Class A and Class B):
Weighted average shares and equivalents outstanding	32,792	32,761	32,759	32,825
Net (loss) income per share attributable to controlling interest	$ (0.19)	$ 0.09	$ (0.16)	$ 0.38

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Condensed Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 30, 2022	Oct. 31, 2021	Oct. 30, 2022	Oct. 31, 2021
Condensed Consolidated Statements of Comprehensive (Loss) Income [Abstract]
Net (loss) income	$ (6,243)	$ 2,763	$ (5,225)	$ 12,209
Other comprehensive income
Securities available-for-sale: Unrealized security (loss) income arising during the period	(498)	(94)	(1,149)	595
Securities available-for-sale: Income tax (benefit) expense	(124)	(24)	(288)	149
Other comprehensive (loss) income	(374)	(70)	(861)	446
Comprehensive (loss) income	(6,617)	2,693	(6,086)	12,655
Comprehensive loss attributable to noncontrolling interest	(26)	(43)	(82)	(134)
Comprehensive income attributable to controlling interest	$ (6,591)	$ 2,736	$ (6,004)	$ 12,789

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Condensed Consolidated Statement of Shareholders’ Equity - USD ($) shares in Thousands, $ in Thousands	Capital Stock [Member]	Treasury Stock [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Noncontrolling Interest In Variable Interest Entity [Member]	Total
Beginning balance at Jan. 31, 2021	$ 92,875	$ (628)	$ 101,166	$ 48	$ (3,000)	$ 190,461
Beginning balance (in shares) at Jan. 31, 2021	32,841
Issuance of common stock	$ 132					132
Issuance of common stock, shares	101
Stock-based compensation	$ 371					371
Restricted stock forfeitures, shares	(1)
Restricted stock surrendered for taxes		(358)				(358)
Restricted stock surrendered for taxes, shares	(24)
Other comprehensive income (loss)				202		202
Net income (loss)			544		(46)	498
Ending balance at May. 02, 2021	$ 93,378	(986)	101,710	250	(3,046)	191,306
Ending balance (in shares) at May. 02, 2021	32,917
Beginning balance at Jan. 31, 2021	$ 92,875	(628)	101,166	48	(3,000)	190,461
Beginning balance (in shares) at Jan. 31, 2021	32,841
Other comprehensive income (loss)						446
Net income (loss)						12,209
Ending balance at Oct. 31, 2021	$ 94,815	(998)	113,509	494	(3,134)	204,686
Ending balance (in shares) at Oct. 31, 2021	33,067
Beginning balance at May. 02, 2021	$ 93,378	(986)	101,710	250	(3,046)	191,306
Beginning balance (in shares) at May. 02, 2021	32,917
Issuance of common stock	$ 139					139
Issuance of common stock, shares	142
Stock-based compensation	$ 563					563
Restricted stock forfeitures, shares	(2)
Restricted stock surrendered for taxes		(5)				(5)
Other comprehensive income (loss)				314		314
Net income (loss)			8,992		(45)	8,947
Ending balance at Aug. 01, 2021	$ 94,080	(991)	110,702	564	(3,091)	201,264
Ending balance (in shares) at Aug. 01, 2021	33,057
Issuance of common stock	$ 171					171
Issuance of common stock, shares	13
Stock-based compensation	$ 564					564
Restricted stock forfeitures, shares	(2)
Restricted stock surrendered for taxes		(7)				(7)
Restricted stock surrendered for taxes, shares	(1)
Other comprehensive income (loss)				(70)		(70)
Net income (loss)						2,763
Net income (loss)			2,807		(43)	2,764
Ending balance at Oct. 31, 2021	$ 94,815	(998)	113,509	494	(3,134)	204,686
Ending balance (in shares) at Oct. 31, 2021	33,067
Beginning balance at Jan. 30, 2022	$ 95,515	(1,002)	130,868	489	(3,152)	222,718
Beginning balance (in shares) at Jan. 30, 2022	33,071
Issuance of common stock	$ 166					166
Issuance of common stock, shares	292
Stock-based compensation	$ 618					618
Restricted stock forfeitures, shares	(1)
Restricted stock surrendered for taxes		(455)				(455)
Restricted stock surrendered for taxes, shares	(33)
Other comprehensive income (loss)				(336)		(336)
Net income (loss)			(1,294)		(29)	(1,323)
Ending balance at May. 01, 2022	$ 96,299	(1,457)	129,574	153	(3,181)	221,388
Ending balance (in shares) at May. 01, 2022	33,329
Beginning balance at Jan. 30, 2022	$ 95,515	(1,002)	130,868	489	(3,152)	222,718
Beginning balance (in shares) at Jan. 30, 2022	33,071
Other comprehensive income (loss)						(861)
Net income (loss)						(5,225)
Ending balance at Oct. 30, 2022	$ 97,977	(1,459)	125,725	(372)	(3,234)	218,637
Ending balance (in shares) at Oct. 30, 2022	33,419
Beginning balance at May. 01, 2022	$ 96,299	(1,457)	129,574	153	(3,181)	221,388
Beginning balance (in shares) at May. 01, 2022	33,329
Issuance of common stock	$ 147					147
Issuance of common stock, shares	56
Stock-based compensation	$ 656					656
Restricted stock forfeitures, shares	(44)
Restricted stock surrendered for taxes		(1)				(1)
Other comprehensive income (loss)				(151)		(151)
Net income (loss)			2,368		(27)	2,341
Ending balance at Jul. 31, 2022	$ 97,102	(1,458)	131,942	2	(3,208)	224,380
Ending balance (in shares) at Jul. 31, 2022	33,341
Issuance of common stock	$ 149					149
Issuance of common stock, shares	79
Stock-based compensation	$ 726					726
Restricted stock forfeitures, shares	(1)
Restricted stock surrendered for taxes		(1)				(1)
Other comprehensive income (loss)				(374)		(374)
Net income (loss)			(6,217)		(26)	(6,243)
Ending balance at Oct. 30, 2022	$ 97,977	$ (1,459)	$ 125,725	$ (372)	$ (3,234)	$ 218,637
Ending balance (in shares) at Oct. 30, 2022	33,419

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Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Oct. 30, 2022	Oct. 31, 2021
Cash flows from operating activities:
Net (loss) income	$ (5,225)	$ 12,209
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization	22,946	21,822
Stock based compensation	2,000	1,612
Deferred income taxes	(8)	(257)
Loss on disposal of property and equipment	40	404
Changes in operating assets and liabilities:
Receivables	(1,011)	(2,863)
Income taxes receivable	(1,452)	(605)
Inventory	(82,045)	(16,026)
Prepaid expense & other current assets	(1,107)	(1,571)
Software hosting implementation costs, net	(318)	(2,939)
Deferred catalog costs	(1)	379
Trade accounts payable	34,719	24,944
Income taxes payable	(6,814)	(7,579)
Accrued expenses and deferred rent obligations	(13,377)	4,117
Other assets	(436)	(918)
Noncash lease impacts	1,081	29
Net cash (used in) provided by operating activities	(51,008)	32,758
Cash flows from investing activities:
Purchases of property and equipment	(24,245)	(9,108)
Principal receipts from available-for-sale security	120	108
Proceeds from disposals	8	55
Net cash used in investing activities	(24,117)	(8,945)
Cash flows from financing activities:
Proceeds from line of credit	10,000	5,000
Payments on line of credit		(5,000)
Payments on delayed draw term loan		(48,250)
Payments on TRI long term debt	(509)	(457)
Payments on finance lease obligations	(2,015)	(1,894)
Payments of tax withholding on vested restricted shares	(457)	(370)
Other	462	327
Net cash provided by (used in) financing activities	7,481	(50,644)
Decrease in cash and cash equivalents	(67,644)	(26,831)
Cash and cash equivalents at beginning of period	77,051	47,221
Cash and cash equivalents at end of period	9,407	20,390
Supplemental disclosure of cash flow information:
Interest paid	2,723	3,328
Income taxes paid	6,626	12,585
Supplemental disclosure of non-cash information:
Unpaid liability to acquire property and equipment	$ 1,540	$ 2,518

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Nature of Operations and Basis of Presentation

9 Months Ended

Oct. 30, 2022

Nature of Operations and Basis of Presentation [Abstract]

Nature of Operations and Basis of Presentation

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 casual wear, workwear and accessories sold primarily through the Company’s own omnichannel platform. The Company’s products are marketed under the Duluth Trading name, 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 one reportable external segment, consistent with the Company’s omnichannel business approach. The Company’s revenues generated outside the United States were insignificant.

The Company has two classes of authorized common stock: Class A common stock and Class B common stock. The rights of holders of Class A common stock and Class B common stock are identical, except for voting and conversion rights. Each share of Class A common stock is entitled to ten votes per share and is convertible at any time into one share of Class B common stock. Each share of Class B common stock is entitled to one vote per share. The Company’s Class B common stock trades on the NASDAQ Global Select Market under the symbol “DLTH.”

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 January 31 of the following year. Fiscal 2022 is a 52-week period and ends on January 29, 2023. Fiscal 2021 was a 52-week period and ended on January 30, 2022. The three months of fiscal 2022 and fiscal 2021 represent the Company’s 13-week periods ended October 30, 2022 and October 31, 2021, respectively.

The accompanying condensed consolidated financial statements as of and for the three and nine months ended October 30, 2022 and October 31, 2021 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 nine months ended October 30, 2022 and October 31, 2021. 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 January 30, 2022.

C.    Impairment Analysis

As of October 30, 2022 and for the three and nine months ended, no triggering events or indicators of asset impairment were noted.

D.    Inventory

Inventory, consisting of purchased product, is valued at the lower of cost or net realizable value, under the first-in, first-out method. The significant estimates used in inventory valuation are obsolescence (including excess and slow-moving inventory and lower of cost or market reserves) and estimates of inventory shrinkage. Both estimates have calculations that require the Company to make assumptions and apply judgment regarding a number of factors, including market conditions, the selling environment, historical results and current inventory trends. Inventory is adjusted periodically to reflect current market conditions, which requires management’s judgment that may significantly affect the ending inventory valuation, as well as gross margin.

The reserve for inventory shrinkage is adjusted to reflect the trend of historical physical inventory count results. The Company performs its retail store physical inventory counts in July and the difference between actual and estimated shrinkage, recorded in Cost of goods sold, may cause fluctuations in second fiscal quarter results.

E.    Prepaid Expenses and Other Assets

Prepaid expenses and other assets consist of the following:

	October 30, 2022		January 30, 2022
(in thousands)
Prepaid expenses & other current assets
Pending returns inventory, net	$	2,292	$	2,235
Current software hosting implementation costs, net		1,872		1,475
Other prepaid expenses		13,800		13,623
Prepaid expenses & other current assets	$	17,964	$	17,333
Other assets, net
Goodwill	$	402	$	402
Intangible assets, net		455		246
Non-current software hosting implementation costs		3,744		2,949
Other assets, net		1,845		1,756
Other assets, net	$	6,446	$	5,353

F.    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.

G.    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 2 to 4 days of the original sales transaction and are considered to be cash equivalents.

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 January 30, 2022.

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Leases

9 Months Ended

Oct. 30, 2022

Leases [Abstract]

Leases

‎

2. LEASES

Based on the criteria set forth in ASC Topic 842, Leases (“ASC 842”), the Company recognizes Right-of-use (ROU) assets and lease liabilities related to leases on the Company’s consolidated balance sheets. The Company determines if an arrangement is, or contains, a lease at inception. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities reflect the obligation to make lease payments arising from the lease. At any given time during the lease term, the lease liability represents the present value of the remaining lease payments and the ROU asset is measured at the amount of the lease liability, adjusted for pre-paid rent, unamortized initial direct costs and the remaining balance of lease incentives received. Both the lease ROU asset and liability are reduced to zero at the end of the lease.

The Company leases retail space under non-cancelable lease agreements, which expire on various dates through 2036. Substantially all of these arrangements are store leases. Store leases generally have initial lease terms ranging from five years to fifteen years with renewal options and rent escalation provisions. At the commencement of a lease, the Company includes only the initial lease term as the option to extend is not reasonably certain. The Company does not record leases with a lease term of 12 months or less on the Company’s consolidated balance sheets.

When calculating the lease liability on a discounted basis, the Company applies its estimated discount. The Company bases this discount on a collateralized interest rate as well as publicly available data for instruments with similar characteristics.

In addition to rent payments, leases for retail space contain payments for real estate taxes, insurance costs, common area maintenance, and utilities that are not fixed. The Company accounts for these costs as variable payments and does not include such costs as a lease component.

The expense components of the Company’s leases reflected on the Company’s consolidated statement of operations were as follows:

	Consolidated Statement	Three Months Ended				Nine Months Ended
	of Operations	October 30, 2022		October 31, 2021		October 30, 2022		October 31, 2021
(in thousands)
Finance lease expenses
Amortization of right-of-use ‎assets	Selling, general and ‎administrative expenses	$	840	$	840	$	2,520	$	2,518
Interest on lease liabilities	Interest expense		452		479		1,377		1,460
Total finance lease expense		$	1,292	$	1,319	$	3,897	$	3,978
Operating lease expense	Selling, general and ‎administrative expenses	$	5,045	$	4,806	$	14,151	$	12,606
Amortization of build-to-suit ‎leases capital contribution	Selling, general and ‎administrative expenses		321		321		963		970
Variable lease expense	Selling, general and ‎administrative expenses		2,634		2,141		7,079		6,367
Total lease expense		$	9,292	$	8,587	$	26,090	$	23,921

‎

Other information related to leases were as follows:

	Nine Months Ended
	October 30, 2022		October 31, 2021
(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Financing cash flows from finance leases	$	2,015	$	1,894
Operating cash flows from finance leases	$	1,377	$	1,460
Operating cash flows from operating leases	$	13,577	$	11,774
Right-of-use assets obtained in exchange for lease liabilities:
Finance leases		—		—
Operating leases		24,028		12,547
Weighted-average remaining lease term (in years):
Finance leases		11		12
Operating leases		8		9
Weighted-average discount rate:
Finance leases		4.4%		4.4%
Operating leases		4.1%		4.1%

Future minimum lease payments under the non-cancellable leases are as follows as of October 30, 2022:

Fiscal year	Finance		Operating
(in thousands)
2022 (remainder of fiscal year)	$	1,132	$	4,899
2023		4,551		20,604
2024		4,736		20,070
2025		5,098		19,403
2026		3,993		18,546
Thereafter		33,224		78,180
Total future minimum lease payments	$	52,734	$	161,702
Less – Discount		(11,781)		(25,699)
Lease liability	$	40,953	$	136,003

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Debt and Credit Agreement

9 Months Ended

Oct. 30, 2022

Debt and Credit Agreement [Abstract]

Debt and Credit Agreement

3.    DEBT AND CREDIT AGREEMENT

Debt consists of the following:

	October 30, 2022		January 30, 2022
(in thousands)
TRI Senior Secured Note	$	23,348	$	23,801
TRI Note		3,500		3,500
	$	26,848	$	27,301
Less: current maturities		749		693
TRI long-term debt	$	26,099	$	26,608
Duluth Line of credit	$	10,000	$	—
	$	10,000	$	—
Less: current maturities		10,000		—
Duluth long-term debt	$	—	$	—

TRI Holdings, LLC

TRI entered into a senior secured note (“TRI Senior Secured Note”) with an original balance of $26.7 million. The TRI Senior Secured Note is scheduled to mature on October 15, 2038 and requires installment payments with an interest rate of 4.95%. See Note 6 “Variable Interest Entities” for further information.

TRI entered into a promissory note (“TRI Note”) with an original balance of $3.5 million. The TRI Note is scheduled to mature in November 2038 and requires annual interest payments at a rate of 3.05%, with a final balloon payment due in November 2038.

While the above notes are consolidated in accordance with ASC Topic 810, Consolidation, the Company is not the guarantor nor obligor of these notes.

Credit Agreement

On May 17, 2018, the Company entered into a credit agreement (the “Credit Agreement”) which provided for borrowing availability of up to $80.0 million in revolving credit and associated swing line (the “Revolver”) and borrowing availability of up to $50.0 million in a delayed draw term loan (“DDTL”), for a total credit facility of $130.0 million. On April 30, 2020, the Credit Agreement was amended to include an incremental DDTL of $20.5 million (the “Incremental DDTL”) that was available to draw upon before March 31, 2021, and matured on April 29, 2021, for a total credit facility of $150.5 million. The loan covenants were also amended to allow for greater flexibility during the Company’s peak borrowing periods in fiscal 2020. The interest rate applicable to the Revolver or DDTL was a fixed rate for a one-, two-, three- or six-month interest period equal to LIBOR (with a 1% floor) for such interest period plus a margin of 225 to 300 basis points, based upon the Company’s rent adjusted leverage ratio. The interest rate applicable to the Incremental DDTL was also a fixed rate over the aforementioned interest periods equal to LIBOR (with a 1% floor) for such interest period plus a margin of 275 to 350 basis points.

On May 14, 2021, the Company terminated the Credit Agreement, and entered into a new credit agreement (the “New Credit Agreement”), which was treated as a modification for accounting purposes. The New Credit Agreement originally matured on May 14, 2026 and provided for borrowings of up to $150.0 million that were available under a revolving senior credit facility, with a $5.0 million sublimit for issuance of standby letters of credit, as well as a $10.0 million sublimit for swing line loans. At the Company’s option, the interest rate applicable to the revolving senior credit facility was a floating rate equal to: (i) the Bloomberg Short-Term Bank Yield Index rate (“BSBY”) plus the applicable rate of 1.25% to 2.00% determined based on the Company’s rent adjusted leverage ratio, or (ii) the base rate plus the applicable rate of 0.25% to 1.00% based on the Company’s rent adjusted leverage ratio. The New Credit Agreement was secured by essentially all Company assets and requires the Company to maintain compliance with certain financial and non-financial covenants, including a maximum rent adjusted leverage ratio and a minimum fixed charge coverage ratio as defined in the New Credit Agreement.

On July 8, 2022, the Company entered into the First Amendment to the New Credit Agreement (the “First Amendment”), which was treated as a modification for accounting purposes. The First Amendment amends the New Credit Agreement in order to (i) increase the revolving commitment from $150 million to $200 million; (ii) extend the maturity date from May 14, 2026 to July 8, 2027; (iii) amend the pricing index to replace BSBY with the Term Secured Overnight Financing Rate; and (iv) to reduce the commitment fee in some instances.

As of October 30, 2022 and for the nine months then ended, the Company was in compliance with all financial and non-financial covenants contained within the New Credit Agreement and the First Amendment.

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Accrued Expenses and Other Current Liabilities

9 Months Ended

Oct. 30, 2022

Accrued Expenses and Other Current Liabilities [Abstract]

Accrued Expenses and Other Current Liabilities

4.    ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following:

	October 30, 2022		January 30, 2022
(in thousands)
Salaries and benefits	$	5,958	$	11,773
Deferred revenue		7,495		10,791
Freight		4,992		8,942
Product returns		5,156		5,439
Unpaid purchases of property & equipment		1,462		794
Accrued advertising		7,920		600
Other		1,812		9,165
Total accrued expenses and other current liabilities	$	34,795	$	47,504

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Fair Value

9 Months Ended

Oct. 30, 2022

Fair Value [Abstract]

Fair Value

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 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 nine months ended October 30, 2022, 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:

	October 30, 2022
	Cost or		Gross		Gross
	Amortized		Unrealized		Unrealized		Estimated
	Cost		Gains		Losses		Fair Value
(in thousands)
Level 3 security:
Corporate trust	$	5,780	$	—	$	495	$	5,285

	January 30, 2022
	Cost or		Gross		Gross
	Amortized		Unrealized		Unrealized		Estimated
	Cost		Gains		Losses		Fair Value
(in thousands)
Level 3 security:
Corporate trust	$	5,900	$	654	$	—	$	6,554

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.

No other-than-temporary impairment was recorded in the unaudited condensed consolidated statements of operations for the nine months ended October 30, 2022 or October 31, 2021.

The following table presents future principal receipts related to the Company’s available-for-sale security by contractual maturity as of October 30, 2022.

	Amortized		Estimated
	Cost		Fair Value
(in thousands)
Within one year	$	177	$	146
After one year through five years		1,181		1,026
After five years through ten years		1,800		1,645
After ten years		2,622		2,468
Total	$	5,780	$	5,285

The carrying values and fair values of other financial instruments in the Consolidated Balance Sheets are as follows:

	October 30, 2022				January 30, 2022
		Carrying Amount		Fair Value		Carrying Amount		Fair Value
(in thousands)
TRI Long-term debt, including short-term portion	$	26,848	$	24,885	$	27,301	$	27,804

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.

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Variable Interest Entity

9 Months Ended

Oct. 30, 2022

Variable Interest Entity [Abstract]

Variable Interest Entity

6.    VARIABLE INTEREST ENTITY

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 one variable interest entity (“VIE”) as of October 30, 2022 and January 30, 2022.

The Company leases the Company’s headquarters in Mt. Horeb, Wisconsin from TRI. In conjunction with the lease, the Company invested $6.3 million in a trust that loaned funds to TRI for the construction of the Company’s headquarters. TRI is a Wisconsin limited liability company whose primary purpose and activity is to own this real property. The Company considers itself the primary beneficiary for TRI as the Company has both the power to direct the activities that most significantly impact the entity’s economic performance and is expected to receive benefits that are significant to TRI. As the Company is the

primary beneficiary, it consolidates TRI and the lease is eliminated in consolidation. The Company does not consolidate the trust as the Company is not the primary beneficiary.

The condensed consolidated balance sheets include the following amounts as a result of the consolidation of TRI as of October 30, 2022 and January 30, 2022:

	October 30, 2022		January 30, 2022
(in thousands)
Cash	$	33	$	21
Property and equipment, net		23,715		24,180
Total assets	$	23,748	$	24,201
Other current liabilities	$	134	$	52
Current maturities of long-term debt		749		693
TRI Long-term debt		26,099		26,608
Noncontrolling interest in VIE		(3,234)		(3,152)
Total liabilities and shareholders' equity	$	23,748	$	24,201

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Earnings Per Share

9 Months Ended

Oct. 30, 2022

Earnings Per Share [Abstract]

Earnings Per Share

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. The reconciliation of the numerator and denominator of the basic and diluted earnings per share calculation is as follows:

	Three Months Ended				Nine Months Ended
	October 30, 2022		October 31, 2021		October 30, 2022		October 31, 2021
(in thousands, except per share data)
Numerator - net income attributable to ‎controlling interest	$	(6,217)	$	2,806	$	(5,143)	$	12,343
Denominator - weighted average shares ‎   (Class A and Class B)
Basic		32,792		32,649		32,759		32,605
Dilutive shares		—		112		—		220
Diluted		32,792		32,761		32,759		32,825
Earnings per share (Class A and Class B)
Basic	$	(0.19)	$	0.09	$	(0.16)	$	0.38
Diluted	$	(0.19)	$	0.09	$	(0.16)	$	0.38

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Stock-Based Compensation

9 Months Ended

Oct. 30, 2022

Stock-Based Compensation [Abstract]

Stock-Based Compensation

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 $0.7 million and $2.0 million for the three and nine months ended October 30, 2022, respectively. The Company’s total stock compensation expense is included in selling, general and administrative expenses on the Condensed Consolidated Statements of Operations.

A summary of the activity in the Company’s unvested restricted stock during the nine months ended October 30, 2022 is as follows:

		Weighted
		average
		fair value
	Shares	per share
Outstanding at January 30, 2022	405,334	$	13.54
Granted	379,990		12.16
Vested	(124,551)		13.43
Forfeited	(45,036)		12.29
Outstanding at October 30, 2022	615,737	$	12.88

At October 30, 2022, the Company had unrecognized compensation expense of $5.7 million related to the restricted stock awards, which is expected to be recognized over a weighted average period of 2.5 years.

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Property and Equipment

9 Months Ended

Oct. 30, 2022

Property and Equipment [Abstract]

Property and Equipment

9.    PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

	October 30, 2022		January 30, 2022
(in thousands)
Land and land improvements	$	4,486	$	4,486
Leasehold improvements		48,318		48,093
Buildings		36,176		35,359
Vehicles		161		161
Warehouse equipment		24,157		17,735
Office equipment and furniture		53,989		53,607
Computer equipment		9,292		8,325
Software		36,568		34,207
		213,147		201,973
Accumulated depreciation and amortization		(114,462)		(97,473)
		98,685		104,500
Construction in progress		14,115		5,578
Property and equipment, net	$	112,800	$	110,078

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Revenue

9 Months Ended

Oct. 30, 2022

Revenue [Abstract]

Revenue

10.    REVENUE

The Company’s revenue primarily consists of the sale of apparel, footwear and hard goods. Revenue for merchandise that is shipped to our customers from our distribution centers and stores is recognized upon shipment. Store revenue is recognized at the point of sale, net of returns, and excludes taxes. Shipping and processing revenue generated from customer orders are included as a component of net sales and shipping and processing expense, including handling expense, is included as a component of selling, general and administrative expenses. Sales tax collected from customers and remitted to taxing authorities is excluded from revenue and is included in accrued expenses.

Sales disaggregated based upon sales channel is presented below.

	Three Months Ended				Nine Months Ended
	October 30, 2022		October 31, 2021		October 30, 2022		October 31, 2021
(in thousands)
Direct-to-consumer	$	90,999	$	85,200	$	254,000	$	258,830
Stores		56,127		60,077		157,541		168,993
	$	147,126	$	145,277	$	411,541	$	427,823

Contract Assets and Liabilities

The Company’s contract assets primarily consist of the right of return for amounts of inventory to be returned that is expected to be resold and is recorded in Prepaid expenses and other current assets on the Company’s consolidated balance sheets. The Company’s contract liabilities primarily consist of gift card liabilities and are recorded in Accrued expenses and other current liabilities under deferred revenue (see Note 4 “Accrued Expenses and Other Current Liabilities”) on the Company’s consolidated balance sheets. Upon issuance of a gift card, a liability is established for its cash value. The gift card liability is relieved and revenues on gift cards are recorded at the time of redemption by the customer.

Contract assets and liabilities on the Company’s consolidated balance sheets are presented in the following table:

	October 30, 2022		January 30, 2022
(in thousands)
Contract assets	$	2,292	$	2,235
Contract liabilities	$	7,495	$	10,791

Revenue from gift cards is recognized when the gift card is redeemed by the customer for merchandise or as a gift card breakage, an estimate of gift cards which will not be redeemed. The Company does not record breakage revenue when escheat liability to the relevant jurisdictions exists. Gift card breakage is recorded within Net sales on the Company’s consolidated statement of operations. The following table provides the reconciliation of the contract liability related to gift cards for the nine months ended:

	October 30, 2022		October 31, 2021
(in thousands)
Balance as of beginning of period	$	10,791	$	9,788
Gift cards sold		5,731		6,097
Gift cards redeemed		(8,720)		(8,112)
Gift card breakage		(307)		(373)
Balance as of end of period	$	7,495	$	7,400

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Income Taxes

9 Months Ended

Oct. 30, 2022

Income Taxes [Abstract]

Income Taxes

11.    INCOME TAXES

The provision for income taxes for the interim period is based on an estimate of the annual effective tax rate adjusted to reflect the impact of discrete items. Management judgment is required in projecting ordinary income to estimate the Company’s annual effective tax rate. The effective tax rate related to controlling interest was 25% and 26% for the three and nine months ended October 30, 2022, respectively. The income from TRI was excluded from the calculation of the Company’s effective tax rate, as TRI is a limited liability company and not subject to income taxes.

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Recent Accounting Pronouncements	9 Months Ended
	Oct. 30, 2022
Recent Accounting Pronouncements [Abstract]
Recent Accounting Pronouncements	12.    RECENT ACCOUNTING PRONOUNCEMENTSIn June 2016, the FASB issued Accounting Standards Update No. 2016-13 “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” (“ASU 2016-13”), which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, which include trade and other receivables, loans and held-to-maturity debt securities, to record an allowance for credit risk based on expected losses rather than incurred losses, otherwise known as “CECL”. In addition, this guidance changes the recognition for credit losses on available-for-sale debt securities, which can occur as a result of market and credit risk and requires additional disclosures. On November 15, 2019, the FASB issued ASU No. 2019-10 “Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815, and Leases (Topic 842),” (ASU 2019-10”), which provides a framework to stagger effective dates for future major accounting standards and amends the effective dates for certain major new accounting standards to give implementation relief to certain types of entities. ASU 2019-10 amends the effective dates for ASU 2016-13 for smaller reporting companies with fiscal years beginning after December 15, 2022, and interim periods within those years. The Company expects to adopt ASU 2016-13 on January 30, 2023, the first day of the Company’s first quarter for the fiscal year ending January 28, 2024, the Company’s fiscal year 2023. The Company is evaluating the impact adopting ASU 2016-13 will have on the Company’s consolidated financial statements.

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Nature of Operations and Basis of Presentation (Policy)

9 Months Ended

Oct. 30, 2022

Nature of Operations and Basis of Presentation [Abstract]

Nature of Operations

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 casual wear, workwear and accessories sold primarily through the Company’s own omnichannel platform. The Company’s products are marketed under the Duluth Trading name, 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 one reportable external segment, consistent with the Company’s omnichannel business approach. The Company’s revenues generated outside the United States were insignificant.

The Company has two classes of authorized common stock: Class A common stock and Class B common stock. The rights of holders of Class A common stock and Class B common stock are identical, except for voting and conversion rights. Each share of Class A common stock is entitled to ten votes per share and is convertible at any time into one share of Class B common stock. Each share of Class B common stock is entitled to one vote per share. The Company’s Class B common stock trades on the NASDAQ Global Select Market under the symbol “DLTH.”

Basis of Presentation

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 January 31 of the following year. Fiscal 2022 is a 52-week period and ends on January 29, 2023. Fiscal 2021 was a 52-week period and ended on January 30, 2022. The three months of fiscal 2022 and fiscal 2021 represent the Company’s 13-week periods ended October 30, 2022 and October 31, 2021, respectively.

The accompanying condensed consolidated financial statements as of and for the three and nine months ended October 30, 2022 and October 31, 2021 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 nine months ended October 30, 2022 and October 31, 2021. 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 January 30, 2022.

Impairment Analysis

C.    Impairment Analysis

As of October 30, 2022 and for the three and nine months ended, no triggering events or indicators of asset impairment were noted.

Inventory

D.    Inventory

Inventory, consisting of purchased product, is valued at the lower of cost or net realizable value, under the first-in, first-out method. The significant estimates used in inventory valuation are obsolescence (including excess and slow-moving inventory and lower of cost or market reserves) and estimates of inventory shrinkage. Both estimates have calculations that require the Company to make assumptions and apply judgment regarding a number of factors, including market conditions, the selling environment, historical results and current inventory trends. Inventory is adjusted periodically to reflect current market conditions, which requires management’s judgment that may significantly affect the ending inventory valuation, as well as gross margin.

The reserve for inventory shrinkage is adjusted to reflect the trend of historical physical inventory count results. The Company performs its retail store physical inventory counts in July and the difference between actual and estimated shrinkage, recorded in Cost of goods sold, may cause fluctuations in second fiscal quarter results.

Prepaid Expenses and Other Assets

E.    Prepaid Expenses and Other Assets

Prepaid expenses and other assets consist of the following:

	October 30, 2022		January 30, 2022
(in thousands)
Prepaid expenses & other current assets
Pending returns inventory, net	$	2,292	$	2,235
Current software hosting implementation costs, net		1,872		1,475
Other prepaid expenses		13,800		13,623
Prepaid expenses & other current assets	$	17,964	$	17,333
Other assets, net
Goodwill	$	402	$	402
Intangible assets, net		455		246
Non-current software hosting implementation costs		3,744		2,949
Other assets, net		1,845		1,756
Other assets, net	$	6,446	$	5,353

Seasonality of Business

F.    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.

Cash and Cash Equivalents

G.    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 2 to 4 days of the original sales transaction and are considered to be cash equivalents.

Significant Accounting Policies

H.    Significant Accounting PoliciesThere 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 January 30, 2022.

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Nature of Operations and Basis of Presentation (Tables)

9 Months Ended

Oct. 30, 2022

Nature of Operations and Basis of Presentation [Abstract]

Schedule of Prepaid Expenses and Other Assets

	October 30, 2022		January 30, 2022
(in thousands)
Prepaid expenses & other current assets
Pending returns inventory, net	$	2,292	$	2,235
Current software hosting implementation costs, net		1,872		1,475
Other prepaid expenses		13,800		13,623
Prepaid expenses & other current assets	$	17,964	$	17,333
Other assets, net
Goodwill	$	402	$	402
Intangible assets, net		455		246
Non-current software hosting implementation costs		3,744		2,949
Other assets, net		1,845		1,756
Other assets, net	$	6,446	$	5,353

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Leases (Tables)

9 Months Ended

Oct. 30, 2022

Leases [Abstract]

Expense Components Leases Reflected Consolidated Statement of Operations

	Consolidated Statement	Three Months Ended				Nine Months Ended
	of Operations	October 30, 2022		October 31, 2021		October 30, 2022		October 31, 2021
(in thousands)
Finance lease expenses
Amortization of right-of-use ‎assets	Selling, general and ‎administrative expenses	$	840	$	840	$	2,520	$	2,518
Interest on lease liabilities	Interest expense		452		479		1,377		1,460
Total finance lease expense		$	1,292	$	1,319	$	3,897	$	3,978
Operating lease expense	Selling, general and ‎administrative expenses	$	5,045	$	4,806	$	14,151	$	12,606
Amortization of build-to-suit ‎leases capital contribution	Selling, general and ‎administrative expenses		321		321		963		970
Variable lease expense	Selling, general and ‎administrative expenses		2,634		2,141		7,079		6,367
Total lease expense		$	9,292	$	8,587	$	26,090	$	23,921

Other Information Related to Leases

	Nine Months Ended
	October 30, 2022		October 31, 2021
(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Financing cash flows from finance leases	$	2,015	$	1,894
Operating cash flows from finance leases	$	1,377	$	1,460
Operating cash flows from operating leases	$	13,577	$	11,774
Right-of-use assets obtained in exchange for lease liabilities:
Finance leases		—		—
Operating leases		24,028		12,547
Weighted-average remaining lease term (in years):
Finance leases		11		12
Operating leases		8		9
Weighted-average discount rate:
Finance leases		4.4%		4.4%
Operating leases		4.1%		4.1%

Future Minimum Lease Payments Under Non-Cancellable Leases

Fiscal year	Finance		Operating
(in thousands)
2022 (remainder of fiscal year)	$	1,132	$	4,899
2023		4,551		20,604
2024		4,736		20,070
2025		5,098		19,403
2026		3,993		18,546
Thereafter		33,224		78,180
Total future minimum lease payments	$	52,734	$	161,702
Less – Discount		(11,781)		(25,699)
Lease liability	$	40,953	$	136,003

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Debt and Credit Agreement (Tables)

9 Months Ended

Oct. 30, 2022

Debt and Credit Agreement [Abstract]

Schedule of Debt

	October 30, 2022		January 30, 2022
(in thousands)
TRI Senior Secured Note	$	23,348	$	23,801
TRI Note		3,500		3,500
	$	26,848	$	27,301
Less: current maturities		749		693
TRI long-term debt	$	26,099	$	26,608
Duluth Line of credit	$	10,000	$	—
	$	10,000	$	—
Less: current maturities		10,000		—
Duluth long-term debt	$	—	$	—

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Accrued Expenses and Other Current Liabilities (Tables)

9 Months Ended

Oct. 30, 2022

Accrued Expenses and Other Current Liabilities [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

	October 30, 2022		January 30, 2022
(in thousands)
Salaries and benefits	$	5,958	$	11,773
Deferred revenue		7,495		10,791
Freight		4,992		8,942
Product returns		5,156		5,439
Unpaid purchases of property & equipment		1,462		794
Accrued advertising		7,920		600
Other		1,812		9,165
Total accrued expenses and other current liabilities	$	34,795	$	47,504

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Fair Value (Tables)

9 Months Ended

Oct. 30, 2022

Fair Value [Abstract]

Amortized Cost, Fair Value, and Corresponding Amount of Gross Unrealized Gains and Losses Recognized in AOCI of Available-for-Sale Security

	October 30, 2022
	Cost or		Gross		Gross
	Amortized		Unrealized		Unrealized		Estimated
	Cost		Gains		Losses		Fair Value
(in thousands)
Level 3 security:
Corporate trust	$	5,780	$	—	$	495	$	5,285

	January 30, 2022
	Cost or		Gross		Gross
	Amortized		Unrealized		Unrealized		Estimated
	Cost		Gains		Losses		Fair Value
(in thousands)
Level 3 security:
Corporate trust	$	5,900	$	654	$	—	$	6,554

Future Principal Receipts Related to Available-For-Sale Security by Contractual Maturity

	Amortized		Estimated
	Cost		Fair Value
(in thousands)
Within one year	$	177	$	146
After one year through five years		1,181		1,026
After five years through ten years		1,800		1,645
After ten years		2,622		2,468
Total	$	5,780	$	5,285

Carrying Values and Fair Values of Other Financial Instruments in Consolidated Balance Sheets

	October 30, 2022				January 30, 2022
		Carrying Amount		Fair Value		Carrying Amount		Fair Value
(in thousands)
TRI Long-term debt, including short-term portion	$	26,848	$	24,885	$	27,301	$	27,804

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Variable Interest Entity (Tables)

9 Months Ended

Oct. 30, 2022

Variable Interest Entity [Abstract]

Schedule Assets and Liabilities of Variable Interest Entity

	October 30, 2022		January 30, 2022
(in thousands)
Cash	$	33	$	21
Property and equipment, net		23,715		24,180
Total assets	$	23,748	$	24,201
Other current liabilities	$	134	$	52
Current maturities of long-term debt		749		693
TRI Long-term debt		26,099		26,608
Noncontrolling interest in VIE		(3,234)		(3,152)
Total liabilities and shareholders' equity	$	23,748	$	24,201

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Earnings Per Share (Tables)

9 Months Ended

Oct. 30, 2022

Earnings Per Share [Abstract]

Reconciliation of Numerator and Denominator of Basic and Diluted (Loss) Earnings Per Share

	Three Months Ended				Nine Months Ended
	October 30, 2022		October 31, 2021		October 30, 2022		October 31, 2021
(in thousands, except per share data)
Numerator - net income attributable to ‎controlling interest	$	(6,217)	$	2,806	$	(5,143)	$	12,343
Denominator - weighted average shares ‎   (Class A and Class B)
Basic		32,792		32,649		32,759		32,605
Dilutive shares		—		112		—		220
Diluted		32,792		32,761		32,759		32,825
Earnings per share (Class A and Class B)
Basic	$	(0.19)	$	0.09	$	(0.16)	$	0.38
Diluted	$	(0.19)	$	0.09	$	(0.16)	$	0.38

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Stock-Based Compensation (Tables)

9 Months Ended

Oct. 30, 2022

Stock-Based Compensation [Abstract]

Summary of Activity in Unvested Restricted Stock

		Weighted
		average
		fair value
	Shares	per share
Outstanding at January 30, 2022	405,334	$	13.54
Granted	379,990		12.16
Vested	(124,551)		13.43
Forfeited	(45,036)		12.29
Outstanding at October 30, 2022	615,737	$	12.88

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Property and Equipment (Tables)

9 Months Ended

Oct. 30, 2022

Property and Equipment [Abstract]

Schedule of Property and Equipment

	October 30, 2022		January 30, 2022
(in thousands)
Land and land improvements	$	4,486	$	4,486
Leasehold improvements		48,318		48,093
Buildings		36,176		35,359
Vehicles		161		161
Warehouse equipment		24,157		17,735
Office equipment and furniture		53,989		53,607
Computer equipment		9,292		8,325
Software		36,568		34,207
		213,147		201,973
Accumulated depreciation and amortization		(114,462)		(97,473)
		98,685		104,500
Construction in progress		14,115		5,578
Property and equipment, net	$	112,800	$	110,078

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Revenue (Tables)

9 Months Ended

Oct. 30, 2022

Revenue [Abstract]

Sales Disaggregated Based Upon Sales Channel

	Three Months Ended				Nine Months Ended
	October 30, 2022		October 31, 2021		October 30, 2022		October 31, 2021
(in thousands)
Direct-to-consumer	$	90,999	$	85,200	$	254,000	$	258,830
Stores		56,127		60,077		157,541		168,993
	$	147,126	$	145,277	$	411,541	$	427,823

Contract Assets and Liabilities on Consolidated Balance Sheets

	October 30, 2022		January 30, 2022
(in thousands)
Contract assets	$	2,292	$	2,235
Contract liabilities	$	7,495	$	10,791

Reconciliation of Contract Liability Related to Gift Cards

	October 30, 2022		October 31, 2021
(in thousands)
Balance as of beginning of period	$	10,791	$	9,788
Gift cards sold		5,731		6,097
Gift cards redeemed		(8,720)		(8,112)
Gift card breakage		(307)		(373)
Balance as of end of period	$	7,495	$	7,400

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Nature of Operations and Basis of Presentation (Narrative) (Details)	9 Months Ended
	Oct. 30, 2022 segment item
Number of reportable segments | segment	1
Number of classes of authorized common stock	2
Common stock voting and conversion rights	Each share of Class A common stock is entitled to ten votes per share and is convertible at any time into one share of Class B common stock. Each share of Class B common stock is entitled to one vote per share.
Class A common stock [Member]
Number of votes per share	10
Class B common stock [Member]
Number of votes per share	1

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Nature of Operations and Basis of Presentation (Schedule of Prepaid Expenses and Other Assets) (Details) - USD ($) $ in Thousands	Oct. 30, 2022	Jan. 30, 2022	Oct. 31, 2021
Prepaid Expenses and Other Assets [Abstract]
Pending returns inventory, net	$ 2,292	$ 2,235
Current software hosting implementation costs, net	1,872	1,475
Other prepaid expenses	13,800	13,623
Prepaid expenses & other current assets	17,964	17,333	$ 14,787
Goodwill	402	402
Intangible assets, net	455	246
Non-current software hosting implementation costs	3,744	2,949
Other assets, net	1,845	1,756
Other assets, net	$ 6,446	$ 5,353	$ 5,382

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Leases (Narrative) (Details) - USD ($)	Oct. 30, 2022	Jan. 30, 2022	Oct. 31, 2021
Operating lease right-of-use assets	$ 135,164,000	$ 120,911,000	$ 124,164,000
Operating lease liability	136,003,000
Accounting Standards Update 2016-02 (Topic 842) [Member]
Operating lease right-of-use assets	0
Operating lease liability	$ 0
Minimum [Member]
Store leases initial lease term	5 years
Maximum [Member]
Store leases initial lease term	15 years

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Leases (Expense Components Leases Reflected Consolidated Statement of Operations) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 30, 2022	Oct. 31, 2021	Oct. 30, 2022	Oct. 31, 2021
Leases [Abstract]
Finance lease: Amortization of right-of-use assets	$ 840	$ 840	$ 2,520	$ 2,518
Finance lease: Interest on lease liabilities	452	479	1,377	1,460
Total finance lease expense	1,292	1,319	3,897	3,978
Operating lease expense	5,045	4,806	14,151	12,606
Amortization of build-to-suit leases capital contribution	321	321	963	970
Variable lease expense	2,634	2,141	7,079	6,367
Total lease expense	$ 9,292	$ 8,587	$ 26,090	$ 23,921

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Leases (Other Information Related To Leases) (Details) - USD ($) $ in Thousands	9 Months Ended
	Oct. 30, 2022	Oct. 31, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Financing cash flows from finance leases	$ 2,015	$ 1,894
Operating cash flows from finance leases	1,377	1,460
Operating cash flows from operating leases	13,577	11,774
Right-of-use assets obtained in exchange for lease liabilities:
Finance leases
Operating leases	$ 24,028	$ 12,547
Weighted-average remaining lease term (in years):
Finance leases	11 years	12 years
Operating leases	8 years	9 years
Weighted-average discount rate:
Finance leases	4.40%	4.40%
Operating leases	4.10%	4.10%

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Leases (Future Minimum Lease Payments Under Non-Cancellable Leases) (Details) $ in Thousands	Oct. 30, 2022 USD ($)
Finance
2022 (remainder of fiscal year)	$ 1,132
2023	4,551
2024	4,736
2025	5,098
2026	3,993
Thereafter	33,224
Total future minimum lease payments	52,734
Less – Discount	(11,781)
Lease liability	40,953
Operating
2022 (remainder of fiscal year)	4,899
2023	20,604
2024	20,070
2025	19,403
2026	18,546
Thereafter	78,180
Total future minimum lease payments	161,702
Less – Discount	(25,699)
Lease liability	$ 136,003

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Debt and Credit Agreement (Narrative) (Details) - USD ($) $ in Millions			9 Months Ended
	May 14, 2021	Apr. 30, 2020	Oct. 30, 2022	Jul. 07, 2022	May 17, 2018
Floor Rate [Member] | Duluth Delayed Draw Term Loan ("DDTL") [Member]
Debt Instrument [Line Items]
Debt instrument variable interest rate, basis spread			1.00%
Floor Rate [Member] | Incremental Delayed Draw Term Loan [Member]
Debt Instrument [Line Items]
Debt instrument variable interest rate, basis spread			1.00%
TRI Senior Secured Note [Member]
Debt Instrument [Line Items]
Debt, original balance			$ 26.7
Debt instrument, maturity date			Oct. 15, 2038
Debt instrument stated percentage interest rate			4.95%
TRI Note [Member]
Debt Instrument [Line Items]
Debt, original balance			$ 3.5
TRI note maturity date			2038-11
Debt instrument stated percentage interest rate			3.05%
Amended Credit Agreement [Member]
Debt Instrument [Line Items]
Line of credit facility maximum borrowing capacity		$ 150.5
Amended Credit Agreement [Member] | Duluth Delayed Draw Term Loan ("DDTL") [Member]
Debt Instrument [Line Items]
Line of credit maturity date		Apr. 29, 2021
Amended Credit Agreement [Member] | Incremental Delayed Draw Term Loan [Member]
Debt Instrument [Line Items]
Line of credit facility maximum borrowing capacity		$ 20.5
Credit Agreement [Member]
Debt Instrument [Line Items]
Line of credit facility maximum borrowing capacity					$ 130.0
Credit Agreement [Member] | Revolving Senior Credit Facility [Member]
Debt Instrument [Line Items]
Line of credit facility maximum borrowing capacity					80.0
Credit Agreement [Member] | Duluth Delayed Draw Term Loan ("DDTL") [Member]
Debt Instrument [Line Items]
Line of credit facility maximum borrowing capacity					$ 50.0
New Credit Agreement [Member] | Revolving Senior Credit Facility [Member]
Debt Instrument [Line Items]
Line of credit facility maximum borrowing capacity	$ 150.0			$ 150.0
Line of credit maturity date			May 14, 2026
New Credit Agreement [Member] | Standby Letter of Credit [Member]
Debt Instrument [Line Items]
Line of credit facility maximum borrowing capacity	5.0
New Credit Agreement [Member] | Swing Line Loans [Member]
Debt Instrument [Line Items]
Line of credit facility maximum borrowing capacity	$ 10.0
First Amendment [Member] | Revolving Senior Credit Facility [Member]
Debt Instrument [Line Items]
Line of credit facility maximum borrowing capacity			$ 200.0
Minimum [Member] | Amended Credit Agreement [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Debt instrument variable interest rate, basis spread			2.25%
Minimum [Member] | Amended Credit Agreement [Member] | LIBOR [Member] | Incremental Delayed Draw Term Loan [Member]
Debt Instrument [Line Items]
Debt instrument variable interest rate, basis spread			2.75%
Minimum [Member] | New Credit Agreement [Member] | Bloomberg Short-Term Bank Yield Index Rate [Member] | Revolving Senior Credit Facility [Member]
Debt Instrument [Line Items]
Debt instrument variable interest rate, basis spread	1.25%
Minimum [Member] | New Credit Agreement [Member] | Base Rate [Member] | Revolving Senior Credit Facility [Member]
Debt Instrument [Line Items]
Debt instrument variable interest rate, basis spread	0.25%
Maximum [Member] | Amended Credit Agreement [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Debt instrument variable interest rate, basis spread			3.00%
Maximum [Member] | Amended Credit Agreement [Member] | LIBOR [Member] | Incremental Delayed Draw Term Loan [Member]
Debt Instrument [Line Items]
Debt instrument variable interest rate, basis spread			3.50%
Maximum [Member] | New Credit Agreement [Member] | Bloomberg Short-Term Bank Yield Index Rate [Member] | Revolving Senior Credit Facility [Member]
Debt Instrument [Line Items]
Debt instrument variable interest rate, basis spread	2.00%
Maximum [Member] | New Credit Agreement [Member] | Base Rate [Member] | Revolving Senior Credit Facility [Member]
Debt Instrument [Line Items]
Debt instrument variable interest rate, basis spread	1.00%

XML

Debt and Credit Agreement (Schedule of Debt) (Details) - USD ($) $ in Thousands	Oct. 30, 2022	Jan. 30, 2022
TRI Long-term Debt [Member]
Debt Instrument [Line Items]
Debt	$ 26,848	$ 27,301
Less: current maturities	749	693
Long-term debt	26,099	26,608
TRI Senior Secured Note [Member] | TRI Long-term Debt [Member]
Debt Instrument [Line Items]
Debt	23,348	23,801
TRI Note [Member] | TRI Long-term Debt [Member]
Debt Instrument [Line Items]
Debt	3,500	$ 3,500
Duluth Line of Credit [Member]
Debt Instrument [Line Items]
Debt	10,000
Less: current maturities	$ 10,000

XML

Accrued Expenses and Other Current Liabilities (Schedule of Accrued Expenses and Other Current Liabilities) (Details) - USD ($) $ in Thousands	Oct. 30, 2022	Jan. 30, 2022	Oct. 31, 2021
Accrued Expenses and Other Current Liabilities [Abstract]
Salaries and benefits	$ 5,958	$ 11,773
Deferred revenue	7,495	10,791
Freight	4,992	8,942
Product returns	5,156	5,439
Unpaid purchases of property & equipment	1,462	794
Accrued advertising	7,920	600
Other	1,812	9,165
Total accrued expenses and other current liabilities	$ 34,795	$ 47,504	$ 41,832

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Fair Value (Narrative) (Details) - USD ($)	9 Months Ended
	Oct. 30, 2022	Oct. 31, 2021
Available For Sale Securities [Abstract]
Other-than-temporary impairment	$ 0	$ 0

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Fair Value (Amortized Cost, Fair Value, and Corresponding Amount of Gross Unrealized Gains and Losses Recognized in AOCI of Available-for-Sale Security) (Details) - USD ($) $ in Thousands	Oct. 30, 2022	Jan. 30, 2022	Oct. 31, 2021
Debt Securities, Available-for-sale [Line Items]
Estimated Fair Value	$ 5,285	$ 6,554	$ 6,598
Fair Value, Inputs, Level 3 [Member] | Corporate Trust [Member]
Debt Securities, Available-for-sale [Line Items]
Cost or Amortized Cost	5,780	5,900
Gross Unrealized Gains		654
Gross Unrealized Losses	495
Estimated Fair Value	$ 5,285	$ 6,554

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Fair Value (Future Principal Receipts Related to Available-For-Sale Security by Contractual Maturity) (Details) $ in Thousands	Oct. 30, 2022 USD ($)
Available For Sale Securities [Abstract]
Amortized Cost, Within one year	$ 177
Amortized Cost, After one year through five years	1,181
Amortized Cost, After five years through ten years	1,800
Amortized Cost, After ten years	2,622
Amortized Cost, Total	5,780
Estimated Fair Value, Within one year	146
Estimated Fair Value, After one year through five years	1,026
Estimated Fair Value, After five years through ten years	1,645
Estimated Fair Value, After ten years	2,468
Estimated Fair Value, Total	$ 5,285

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Fair Value (Carrying Values and Fair Values of Other Financial Instruments in Consolidated Balance Sheets) (Details) - TRI Debt [Member] - USD ($) $ in Thousands	Oct. 30, 2022	Jan. 30, 2022
Reported Value Measurement [Member]
Long-term debt, including short-term portion, Carrying Amount	$ 26,848	$ 27,301
Estimate of Fair Value Measurement [Member]
Long-term debt, including short-term portion, Fair Value	$ 24,885	$ 27,804

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Variable Interest Entity (Narrative) (Details) $ in Millions	9 Months Ended
	Oct. 30, 2022 USD ($) entity	Jan. 30, 2022 entity
Variable Interest Entities [Line Items]
Number of variable interest entity | entity	1	1
TRI Holdings, LLC [Member]
Variable Interest Entities [Line Items]
Amount invested in a trust | $	$ 6.3

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Variable Interest Entity (Schedule Assets and Liabilities of Variable Interest Entity) (Details) - USD ($) $ in Thousands	Oct. 30, 2022	Jan. 30, 2022	Oct. 31, 2021
Variable Interest Entity [Line Items]
Property and equipment, net	$ 112,800	$ 110,078	$ 114,579
Total assets	547,650	515,550	507,580
Noncontrolling interest in VIE	(3,234)	(3,152)	(3,134)
Total liabilities and shareholders' equity	547,650	515,550	$ 507,580
Wisconsin [Member] | TRI Holdings, LLC [Member] | Variable Interest Entity, Primary Beneficiary [Member]
Variable Interest Entity [Line Items]
Cash	33	21
Property and equipment, net	23,715	24,180
Total assets	23,748	24,201
Other current liabilities	134	52
Current maturities of long-term debt	749	693
TRI long-term debt	26,099	26,608
Noncontrolling interest in VIE	(3,234)	(3,152)
Total liabilities and shareholders' equity	$ 23,748	$ 24,201

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Earnings Per Share (Reconciliation of Numerator and Denominator of Basic and Diluted (Loss) Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 30, 2022	Oct. 31, 2021	Oct. 30, 2022	Oct. 31, 2021
Earnings Per Share [Abstract]
Net income attributable to controlling interest	$ (6,217)	$ 2,806	$ (5,143)	$ 12,343
Basic weighted average shares	32,792	32,649	32,759	32,605
Dilutive shares weighted average shares		112		220
Diluted weighted average shares	32,792	32,761	32,759	32,825
Earnings per share (Class A and Class B), Basic	$ (0.19)	$ 0.09	$ (0.16)	$ 0.38
Earnings per share (Class A and Class B), Diluted	$ (0.19)	$ 0.09	$ (0.16)	$ 0.38

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Stock-Based Compensation (Narrative) (Details) - Unvested Restricted Stock [Member] $ in Millions	3 Months Ended	9 Months Ended
	Oct. 30, 2022 USD ($)	Oct. 30, 2022 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock compensation expense	$ 0.7	$ 2.0
Unrecognized compensation expense	$ 5.7	$ 5.7
Unrecognized compensation expense, weighted average recognition period		2 years 6 months

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Stock-Based Compensation (Summary of Activity in Unvested Restricted Stock) (Details) - Unvested Restricted Stock [Member]	9 Months Ended
	Oct. 30, 2022 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Beginning balance, shares | shares	405,334
Granted | shares	379,990
Vested | shares	(124,551)
Forfeited | shares	(45,036)
Ending balance, shares | shares	615,737
Weighted average fair value per share, beginning balance | $ / shares	$ 13.54
Weighted average fair value per share, Granted | $ / shares	12.16
Weighted average fair value per share, Vested | $ / shares	13.43
Weighted average fair value per share, Forfeited | $ / shares	12.29
Weighted average fair value per share, ending balance | $ / shares	$ 12.88

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Property and Equipment (Schedule of Property and Equipment) (Details) - USD ($) $ in Thousands	Oct. 30, 2022	Jan. 30, 2022	Oct. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment	$ 213,147	$ 201,973
Accumulated depreciation and amortization	(114,462)	(97,473)
Property and equipment net excluding construction in progress	98,685	104,500
Construction in progress	14,115	5,578
Property and equipment, net	112,800	110,078	$ 114,579
Land and Land Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	4,486	4,486
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	48,318	48,093
Buildings [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	36,176	35,359
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	161	161
Warehouse Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	24,157	17,735
Office Equipment and Furniture [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	53,989	53,607
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	9,292	8,325
Software [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	$ 36,568	$ 34,207

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Revenue (Sales Disaggregated Based Upon Sales Channel) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 30, 2022	Oct. 31, 2021	Oct. 30, 2022	Oct. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue	$ 147,126	$ 145,277	$ 411,541	$ 427,823
Direct-to-Consumer [Member]
Disaggregation of Revenue [Line Items]
Revenue	90,999	85,200	254,000	258,830
Stores [Member]
Disaggregation of Revenue [Line Items]
Revenue	$ 56,127	$ 60,077	$ 157,541	$ 168,993

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Revenue (Contract Assets and Liabilities on Consolidated Balance Sheets) (Details) - USD ($) $ in Thousands	Oct. 30, 2022	Jan. 30, 2022	Oct. 31, 2021	Jan. 31, 2021
Revenue [Abstract]
Contract assets	$ 2,292	$ 2,235
Contract liabilities	$ 7,495	$ 10,791	$ 7,400	$ 9,788

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Revenue (Reconciliation of Contract Liability Related to Gift Cards) (Details) - USD ($) $ in Thousands	9 Months Ended
	Oct. 30, 2022	Oct. 31, 2021
Balance as of Beginning of Period	$ 10,791	$ 9,788
Balance as of End of Period	7,495	7,400
Gift Cards Sold [Member]
Increase (decrease) in gift cards	5,731	6,097
Gift Cards Redeemed [Member]
Increase (decrease) in gift cards	(8,720)	(8,112)
Gift Card Breakage [Member]
Increase (decrease) in gift cards	$ (307)	$ (373)

XML

Income Taxes (Narrative) (Details)	3 Months Ended	9 Months Ended
	Oct. 30, 2022	Oct. 30, 2022
Income Taxes [Abstract]
Effective tax rate related to controlling interest	25.00%	26.00%