And when the Big + Tall man shops at one of our stores, they are getting the brands, quality, style and experience that they simply cannot find anywhere else. Jim will tell you more about FullBeauty's history, but they also solve this issue. They solve this issue by building on a business that has been dedicated to serving plus-size women and Big + Tall men since 1901. Their company's journey has been marked by transformation, evolution and purpose, adapting to new technology, platforms and customer behavio ...

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Core Viewpoint - Destination XL Group and FullBeauty are merging to create a larger entity in the apparel market, focusing on extended sizes and inclusive fashion, with FullBeauty shareholders owning 55% of the new group [3][7]. Company Overview - FullBeauty operates a range of plus-size and inclusive apparel brands, including KingSize, Catherines, Eloquii, Roaman's, and Dia, while Destination XL is known for its DXL Big + Tall and Casual Male XL store chains [4][10]. - The combined entity will serve approximately 34 million customer households and operate nearly 300 stores, with direct-to-consumer sales making up about 75% of total revenue [5]. Financial Projections - On a pro forma basis, the merged group is expected to generate around $1.2 billion in annual revenue and an adjusted EBITDA of approximately $70 million by October 2025 [6]. - Management anticipates annual cost savings of about $25 million by 2027 [6]. Leadership and Structure - Jim Fogarty, the current CEO of FullBeauty, will lead the combined business, while Peter Stratton from Destination XL will serve as CFO [5]. - The board will consist of nine directors, evenly split between appointees from both companies, plus one independent director [9]. Market Positioning - The merger aims to create a scaled player in a fragmented apparel market, leveraging digital capabilities, data analytics, and fit expertise [7][8]. - The combined company is positioned to drive innovation in inclusive fashion, enhancing customer choice in a historically underserved category [9].

Core Viewpoint - The Ademi Firm is investigating DXL for potential breaches of fiduciary duty and other legal violations related to its transaction with FullBeauty Brands Inc. [1] Group 1: Transaction Details - DXL shareholders will own 45% of the merged entity following the transaction [2] - DXL insiders are set to receive substantial benefits as part of change of control arrangements [2] - The transaction agreement imposes significant penalties on DXL for accepting competing bids, which may limit competing transactions [2] Group 2: Investigation Focus - The investigation is centered on the conduct of the DXL board of directors and whether they are fulfilling their fiduciary duties to all shareholders [2]

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Core Viewpoint - Halper Sadeh LLC is investigating the fairness of the merger between Destination XL Group, Inc. and FBB Holdings I, Inc. for Destination XL shareholders [1] Company Investigation - The investigation focuses on whether the merger is equitable for shareholders of Destination XL Group, Inc. [1] - Destination XL shareholders are encouraged to explore their legal rights and options regarding the merger [1]

Financial Data and Key Metrics Changes - Net sales for Q3 were $101.9 million, down from $107.5 million in the same quarter last year, primarily due to a 7.4% decrease in comparable sales, partially offset by new store sales [21][22] - Gross margin rate was 42.7%, compared to 45.1% in Q3 of the previous year, with occupancy cost deleverage contributing 210 basis points to the decline [22] - EBITDA for the quarter was a loss of $2 million, compared to earnings of $1 million in Q3 of the previous year [23] Business Line Data and Key Metrics Changes - The shift towards value-driven private brands was noted, as these brands sell at lower average unit retails but generate higher margins [21] - The add-to-sales ratio for Q3 increased slightly to 6% from 5.7% last year, indicating strong returns from paid search and social channels [23] Market Data and Key Metrics Changes - Comparable sales were negative 6.7% in August, negative 9.3% in September, and negative 5.8% in October, with October being the best month year-to-date [21] Company Strategy and Development Direction - The merger with FullBeauty aims to create a scaled, category-defining retailer for inclusive apparel, addressing the fragmented market for plus-size and Big and Tall customers [4][10] - The combined company will focus on enhancing operational efficiency, expanding product offerings, and leveraging synergies to drive growth [8][12] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the merger's potential to create long-term shareholder value and improve customer experience through a broader range of products and services [9][10] - The companies aim to capture $25 million in annual run rate cost synergies by 2027, with significant actions expected within the first 12 months post-merger [17][18] Other Important Information - The merger is structured as a 100% stock-for-stock transaction, with DXL shareholders owning 45% and FullBeauty shareholders owning 55% of the combined company [17] - The combined entity is expected to generate approximately $1.2 billion in net sales and $70 million in Adjusted EBITDA post-merger [10][11] Q&A Session Summary Question: Can you provide details on the expected capital structure post-closing? - The total debt expected upon closing is $172 million, with more information to be provided in the proxy statement [29][30] Question: What are the expectations for ongoing CapEx for the combined entity? - The focus will be on commercial synergies and maintaining infrastructure, with specific plans to be developed as the teams integrate [35][36] Question: What trends has FullBeauty seen in sales over the past year? - FullBeauty has experienced similar comp trends to DXL, focusing on cost structure and marketing efficiency to maintain EBITDA flow-through [55][56] Question: How will the two organizations create synergy in marketing and pricing? - The companies will leverage their strengths in sourcing, DTC capabilities, and brand positioning to drive growth and efficiency [42][43]

Financial Data and Key Metrics Changes - Net sales for Q3 Fiscal 2025 were $101.9 million, down from $107.5 million in Q3 of the previous year, primarily due to a 7.4% decrease in comparable sales, partially offset by new store sales [21][22] - Gross margin rate was 42.7%, compared to 45.1% in Q3 of last year, with occupancy costs contributing to a 210 basis points decline [22] - EBITDA for the quarter was a loss of $2 million, compared to earnings of $1 million in Q3 of the previous year [23] Business Line Data and Key Metrics Changes - The shift towards value-driven private brands was noted, as these brands sell at lower average unit retails but generate higher margins [21] - The add-to-sales ratio for Q3 increased slightly to 6% from 5.7% last year, indicating strong returns from paid search and social channels [23] Market Data and Key Metrics Changes - Comparable sales were negative 6.7% in August, negative 9.3% in September, and negative 5.8% in October, with October being the best month year-to-date [21] Company Strategy and Development Direction - The merger with FullBeauty aims to create a scaled, category-defining retailer for inclusive apparel, addressing the fragmented market for plus-size and Big and Tall customers [4][10] - The combined company expects to generate $25 million in annual run rate cost synergies by 2027, enhancing financial strength and operational efficiency [17][18] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the merger's potential to create long-term value for shareholders and improve customer experience through a broader range of products and services [4][9] - The focus will be on leveraging combined strengths to drive innovation and meet evolving customer needs [8][12] Other Important Information - The merger is structured as a 100% stock-for-stock transaction, with DXL shareholders owning 45% and FullBeauty shareholders owning 55% of the combined company [17] - The transaction is expected to close in the first half of fiscal 2026, subject to customary closing conditions [19] Q&A Session Summary Question: Can you provide clarity on the expected capital structure post-closing? - The total debt expected upon closing is $172 million, with more information to be provided in the proxy statement [29][30] Question: What are the expectations for ongoing CapEx for the combined entity? - The focus will be on commercial synergies and maintaining infrastructure, with specific plans to be developed as the teams integrate [35][36] Question: What trends has FullBeauty seen in sales over the past year? - FullBeauty has experienced similar comp trends to DXL, focusing on cost structure and marketing efficiency to maintain EBITDA flow-through [55][56] Question: How will the two organizations create synergy in marketing and pricing? - The companies will explore cross-selling opportunities and leverage their respective strengths in private and national brands to enhance customer engagement [42][46]

Financial Data and Key Metrics Changes - Net sales for Q3 2025 were $101.9 million, down from $107.5 million in Q3 2024, primarily due to a 7.4% decrease in comparable sales, although new stores contributed to non-comparable sales [22][24] - Gross margin rate decreased to 42.7% from 45.1% in the same quarter last year, with occupancy costs contributing 210 basis points to the decline [23] - EBITDA for the quarter was a loss of $2 million compared to earnings of $1 million in Q3 2024 [24] Business Line Data and Key Metrics Changes - The shift towards value-driven private brands was noted, as these brands sell at lower average unit retails but generate higher margins [22] - The add-to-sales ratio for Q3 increased slightly to 6% from 5.7% last year, indicating strong returns from paid search and social channels [24] Market Data and Key Metrics Changes - Comparable sales by month showed negative trends: -6.7% in August, -9.3% in September, and -5.8% in October, with October being the best month year-to-date [22] Company Strategy and Development Direction - The merger with FullBeauty aims to create a scaled, category-defining retailer for inclusive apparel, addressing the fragmented market for plus-size and big and tall customers [4][10] - The combined company will leverage strengths in manufacturing, data science, and digital scale to enhance operational efficiency and customer experience [8][10] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the merger's potential to create long-term value for shareholders and improve operational efficiencies [4][10] - The focus will be on capturing $25 million in annual run rate cost synergies by 2027, with significant actions expected within the first 12 months post-merger [17][18] Other Important Information - The merger is structured as a 100% stock transaction, with DXL shareholders owning 45% and FullBeauty shareholders owning 55% of the combined company [17] - The combined entity is expected to generate approximately $1.2 billion in net sales and $70 million in Adjusted EBITDA post-merger [10][11] Q&A Session Summary Question: What is the expected capital structure post-closing? - The total debt expected upon closing is $172 million, with a term loan maturing in August 2029 at LIBOR plus 750 [28][30] Question: What will be the post-closing cash balance for the combined entity? - Specific pro forma numbers will be provided in the proxy statement, but the focus is on the $172 million term loan as the outstanding debt [32] Question: What are the trends in sales and EBITDA profitability for FullBeauty? - FullBeauty has seen similar comp trends to DXL, working on cost structure and marketing expenses to maintain EBITDA flow-through [53] Question: How will the two businesses manage promotions and pricing? - The focus will be on capturing cost and commercial synergies, with opportunities for cross-selling and leveraging each brand's strengths [42][46]

Financial Performance - For the third quarter of fiscal 2025, sales decreased by 5.2% to $101.9 million compared to $107.5 million in the prior year, primarily due to a 7.4% decline in comparable store sales [106]. - Net loss for the third quarter was $4.1 million, compared to a loss of $1.8 million in the same period last year [106]. - Gross margin as a percentage of sales was 42.7%, down from 45.1% in the prior year [106]. - Total sales for Q3 fiscal 2025 were $101.9 million, a decrease of 5.8% compared to $107.5 million in Q3 fiscal 2024, primarily due to a 7.4% decline in comparable sales [116]. - Comparable sales decreased by 8.7% for the first nine months of fiscal 2025, with store sales down 6.3% and direct sales down 14.6% [119]. - Gross margin rate for Q3 fiscal 2025 was 42.7%, down from 45.1% in Q3 fiscal 2024, driven by a 210 basis point increase in occupancy costs [120][121]. - SG&A expenses as a percentage of sales increased to 44.7% in Q3 fiscal 2025 from 44.1% in Q3 fiscal 2024, although dollar SG&A expenses decreased by $1.9 million [124][125]. - The company recorded a net loss of $(4.1) million, or $(0.08) per diluted share, for Q3 fiscal 2025, compared to a net loss of $(1.8) million, or $(0.03) per diluted share, in Q3 fiscal 2024 [134]. - Sales for the nine months ended November 1, 2025, were $322.9 million, compared to $347.8 million for the same period in the previous year [150]. - Free cash flow for the nine months ended November 1, 2025, was $(20.2) million, compared to $(7.0) million for the same period in the previous year [150]. - Adjusted EBITDA for the nine months ended November 1, 2025, was $2.8 million, with an adjusted EBITDA margin of 0.9% [150]. Cash Flow and Investments - Cash and investments as of November 1, 2025, were $27.0 million, down from $43.0 million a year earlier, with no debt outstanding [110]. - Cash flow from operations was $(3.2) million for the first nine months of fiscal 2025, a decrease from $12.5 million in the same period of fiscal 2024 [139]. - Free cash flow before capital expenditures for store development was $(10.9) million for the first nine months of fiscal 2025, compared to $2.5 million in the same period of fiscal 2024 [140]. - Outstanding standby letters of credit as of November 1, 2025, were $3.6 million [144]. - The company is subject to an unused line fee of 0.25% on the Credit Facility [143]. Store Operations and Expansion - The company has opened 18 new DXL stores and converted 24 Casual Male XL stores to the DXL format since the beginning of fiscal 2023 [110]. - The company opened eight new DXL stores during the first nine months of fiscal 2025, increasing the total number of stores to 296, with a total square footage of 1,999 thousand [145]. - The company aims to expand FiTMAP technology to an additional 100 stores by the end of the first half of fiscal 2026 [1]. - FiTMAP technology has scanned over 30,000 customers and is available in 88 retail locations, with plans to expand to another 100 stores in the first half of fiscal 2026 [113]. Strategic Initiatives - The company plans to grow private brand sales penetration from 57% at the start of fiscal 2025 to over 60% in 2026 and over 65% in 2027 [1]. - Strategic initiatives include enhancing product assortment, expanding FiTMAP technology, and refining promotional strategies to improve competitiveness and value perception [111]. Mergers and Financial Facilities - The merger with FullBeauty Brands is expected to close in the first half of 2026, with FBB shareholders owning 55% of the combined company [104][105]. - The maturity date of the Credit Facility was extended from October 28, 2026, to August 13, 2030, with revolving commitments reduced from $125.0 million to $100.0 million [142]. - As of November 1, 2025, there were no outstanding borrowings under the Credit Facility, and the average unused excess availability during the first nine months of fiscal 2025 was approximately $71.1 million [144]. - The sublimit for swing-line loans was reduced from $15.0 million to $10.0 million as part of the Credit Facility amendment [142]. - Capital expenditures for fiscal 2025 are expected to range from $17.0 million to $19.0 million, net of tenant incentives [145].