Group 1 - The article focuses on value investing opportunities in Asia, particularly in Hong Kong, targeting stocks with significant discrepancies between market price and intrinsic value [1] - The investment strategy emphasizes deep value balance sheet bargains, such as net cash stocks and low price-to-book (P/B) ratio stocks, as well as wide moat stocks that represent high-quality businesses [1] - The author provides a range of watch lists with monthly updates to assist investors in identifying potential investment opportunities [1]

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements, including balance sheets, income, comprehensive income, stockholders' equity, and cash flow statements, for periods ended June 30, 2025, and December 31, 2024 [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) This table provides a snapshot of the company's assets, liabilities, and stockholders' equity as of June 30, 2025, and December 31, 2024 | Metric | June 30, 2025 (unaudited) | December 31, 2024 (audited) | Change (vs. Dec 31, 2024) | | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | **Assets (in thousands)** | | | | | Cash and cash equivalents | $27,758 | $20,957 | +$6,801 | | Total Current Assets | $126,270 | $119,822 | +$6,448 | | Total Assets | $324,110 | $319,603 | +$4,507 | | **Liabilities (in thousands)** | | | | | Total Current Liabilities | $82,780 | $78,394 | +$4,386 | | Total Liabilities | $200,233 | $196,691 | +$3,542 | | **Stockholders' Equity (in thousands)** | | | | | Total Stockholders' Equity | $123,877 | $122,912 | +$965 | [Consolidated Statements of Income](index=4&type=section&id=Consolidated%20Statements%20of%20Income) This table details the company's net sales, gross profit, operating income, and net income for the three and six months ended June 30, 2025 and 2024 | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Change (YoY) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (YoY) | | :-------------------- | :------------------------------- | :------------------------------- | :----------- | :----------------------------- | :----------------------------- | :----------- | | Net sales | $88,260 | $91,384 | -3.4% | $176,269 | $183,112 | -3.7% | | Gross profit | $56,841 | $60,331 | -5.8% | $114,911 | $120,650 | -4.8% | | Income from operations | $440 | $1,851 | -76.2% | $623 | $4,134 | -84.9% | | Net income | $392 | $1,219 | -67.8% | $564 | $2,908 | -80.6% | | Basic EPS | $0.01 | $0.03 | -66.7% | $0.01 | $0.07 | -85.7% | | Diluted EPS | $0.01 | $0.03 | -66.7% | $0.01 | $0.07 | -85.7% | [Consolidated Statements of Comprehensive Income](index=5&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) This table presents the company's net income and other comprehensive income components for the three and six months ended June 30, 2025 and 2024 | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income | $392 | $1,219 | $564 | $2,908 | | Currency translation adjustment | - | (3) | - | (12) | | Other comprehensive loss | - | (3) | - | (12) | | Comprehensive income | $392 | $1,216 | $564 | $2,896 | [Consolidated Statements of Stockholders' Equity](index=6&type=section&id=Consolidated%20Statements%20of%20Stockholders'%20Equity) This table outlines changes in the company's stockholders' equity, including common stock, additional paid-in capital, and accumulated deficit, for the six months ended June 30, 2025 | Metric (in thousands) | Balance at Dec 31, 2024 | Net Income (6M 2025) | Stock Based Compensation (6M 2025) | Tax Withholdings (6M 2025) | Balance at June 30, 2025 | | :-------------------- | :---------------------- | :------------------- | :--------------------------------- | :------------------------- | :----------------------- | | Common stock (shares) | 44,657,898 | - | - | - | 44,779,230 | | Common stock (amount) | $4 | - | - | - | $4 | | Additional paid-in capital | $129,696 | - | $685 | $(284) | $130,097 | | Accumulated deficit | $(6,788) | $564 | - | - | $(6,224) | | Total Stockholders' Equity | $122,912 | $564 | $685 | $(284) | $123,877 | [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) This table summarizes the company's cash flows from operating, investing, and financing activities for the six months ended June 30, 2025 and 2024 | Metric (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (YoY) | | :-------------------- | :----------------------------- | :----------------------------- | :----------- | | Net cash provided by operating activities | $13,487 | $23,452 | -42.5% | | Net cash used in investing activities | $(6,402) | $(6,257) | +2.3% | | Net cash used in financing activities | $(284) | $(463) | -38.7% | | Net change in cash and cash equivalents | $6,801 | $16,721 | -59.3% | | Cash and cash equivalents end of period | $27,758 | $25,341 | +9.5% | [Notes to Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) This section provides detailed explanatory notes supporting the consolidated financial statements, offering context on accounting policies and specific financial items [Note 1: Background](index=9&type=section&id=Note%201%3A%20Background) This note provides an overview of Tile Shop Holdings, Inc.'s business as a specialty retailer and its operational footprint - Tile Shop Holdings, Inc. is a specialty retailer of man-made and natural stone tiles, luxury vinyl tiles, setting and maintenance materials, and related accessories in the United States[27](index=27&type=chunk) - As of June 30, 2025, the Company operated **141 stores** in 31 states and the District of Columbia[27](index=27&type=chunk) - The Company is evaluating the impact of new accounting pronouncements: ASU No. 2023-09 (Income Taxes) effective December 31, 2025, and ASU No. 2024-03 (Expense Disaggregation Disclosures) effective for fiscal years beginning after December 15, 2026[30](index=30&type=chunk)[31](index=31&type=chunk) [Note 2: Revenues](index=9&type=section&id=Note%202%3A%20Revenues) This note details the company's revenue recognition policies and provides a breakdown of net sales by product category | Product Category | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Man-made tiles | 56 % | 54 % | 55 % | 54 % | | Natural stone tiles | 20 % | 21 % | 20 % | 21 % | | Setting and maintenance materials | 14 % | 15 % | 15 % | 15 % | | Accessories | 7 % | 7 % | 8 % | 8 % | | Delivery service | 3 % | 3 % | 2 % | 2 % | | Total | 100 % | 100 % | 100 % | 100 % | - Revenue recognition occurs when control of goods/services is transferred, either when an order is placed and available, when a customer picks up an order from a distribution center, or when an order is delivered[34](index=34&type=chunk)[37](index=37&type=chunk) - Customer deposit balance was **$11.0 million** as of June 30, 2025, up from **$10.9 million** at December 31, 2024, with **$10.0 million** from beginning-of-period deposits recognized in the first six months of 2025[34](index=34&type=chunk) [Note 3: Inventories](index=10&type=section&id=Note%203%3A%20Inventories) This note outlines the company's inventory valuation methods and provides a breakdown of inventory by category | Inventory Category (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :---------------- | | Finished goods | $84,062 | $84,255 | | Raw materials | $1,903 | $2,012 | | Total | $85,965 | $86,267 | - Inventories are stated at the lower of cost (moving average cost method) or net realizable value, with provisions for shrinkage and other losses at **$0.9 million** at June 30, 2025, down from **$1.2 million** at December 31, 2024[37](index=37&type=chunk)[39](index=39&type=chunk) [Note 4: Income Taxes](index=11&type=section&id=Note%204%3A%20Income%20Taxes) This note explains the company's effective tax rates and discusses the impact of recent tax legislation | Period | Effective Tax Rate 2025 | Effective Tax Rate 2024 | | :----- | :---------------------- | :---------------------- | | Q2 | 16.4% | 32.1% | | YTD Q2 | 15.8% | 25.6% | - The effective tax rate decreased primarily due to a decrease in pretax earnings and the impact of certain permanent differences[40](index=40&type=chunk) - The One Big Beautiful Bill Act (OBBBA) was enacted on July 4, 2025, making permanent certain Tax Cuts and Jobs Act provisions and changing corporate tax provisions, with the Company assessing its impact but not adjusting its tax provision for changes effective after June 30, 2025[42](index=42&type=chunk) [Note 5: Earnings Per Share](index=11&type=section&id=Note%205%3A%20Earnings%20Per%20Share) This note presents the calculation of basic and diluted earnings per share for the reported periods | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (in thousands) | $392 | $1,219 | $564 | $2,908 | | Basic EPS | $0.01 | $0.03 | $0.01 | $0.07 | | Diluted EPS | $0.01 | $0.03 | $0.01 | $0.07 | - Basic and diluted EPS decreased significantly year-over-year for both the three and six months ended June 30, 2025, reflecting the decline in net income[43](index=43&type=chunk) [Note 6: Other Accrued Liabilities](index=12&type=section&id=Note%206%3A%20Other%20Accrued%20Liabilities) This note provides a detailed breakdown of the company's other accrued liabilities as of June 30, 2025, and December 31, 2024 | Liability (in thousands) | June 30, 2025 | December 31, 2024 | | :----------------------- | :------------ | :---------------- | | Customer deposits | $10,960 | $10,882 | | Sales returns reserve | $3,284 | $2,886 | | Accrued wages and salaries | $5,187 | $4,585 | | Payroll and sales taxes | $2,262 | $2,107 | | Other current liabilities | $6,162 | $5,184 | | Total other accrued liabilities | $27,855 | $25,644 | [Note 7: Long-term Debt](index=12&type=section&id=Note%207%3A%20Long-term%20Debt) This note describes the company's revolving line of credit and its compliance with associated covenants - The Company has a **$75.0 million** revolving line of credit through September 30, 2027, secured by virtually all assets[46](index=46&type=chunk)[47](index=47&type=chunk) - As of June 30, 2025, there were no borrowings outstanding on the line of credit, with **$73.8 million** available for borrowing[48](index=48&type=chunk) - The Company was in compliance with all financial and other covenants of the Credit Agreement as of June 30, 2025[47](index=47&type=chunk) [Note 8: Leases](index=12&type=section&id=Note%208%3A%20Leases) This note details the company's lease assets and liabilities, including right-of-use assets and lease costs | Lease Metric (in thousands) | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :---------------- | | Right of use asset | $132,332 | $132,861 | | Current portion of lease liability | $29,315 | $28,880 | | Long-term lease liability, net | $112,403 | $113,700 | | Total lease liabilities | $141,718 | $142,580 | | Lease Cost (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Operating lease cost | $9,451 | $9,378 | $18,947 | $18,915 | | Variable lease cost | $3,922 | $3,791 | $7,801 | $7,549 | | Short term lease cost | $22 | $21 | $82 | $98 | | Net lease cost | $13,395 | $13,190 | $26,830 | $26,562 | - The Company entered into two sublease agreements for its closed New Jersey distribution center, expected to generate approximately **$1.0 million** of sublease income in 2025 and an additional **$1.0 million** in 2026[53](index=53&type=chunk) [Note 9: Fair Value of Financial Instruments](index=13&type=section&id=Note%209%3A%20Fair%20Value%20of%20Financial%20Instruments) This note discusses the fair value measurement of financial instruments and asset impairment charges - Cash and cash equivalents are classified as Level 1 fair value assets, measured using quoted market prices in active markets[59](index=59&type=chunk) - The Company recorded **$0.1 million** in asset impairment charges for property, plant and equipment during the three and six months ended June 30, 2025, down from **$0.9 million** in the prior year[59](index=59&type=chunk) - An adjustment of **$0.8 million** was recorded to increase the fair value of the asset retirement obligation for leased property, resulting in a **$0.8 million** increase in other long-term liabilities[60](index=60&type=chunk) [Note 10: Equity Incentive Plans](index=14&type=section&id=Note%2010%3A%20Equity%20Incentive%20Plans) This note outlines the company's equity compensation plans, including shares available for awards and stock-based compensation expense - The 2021 Omnibus Equity Compensation Plan allows for a maximum of **3,500,000 shares** for awards[61](index=61&type=chunk) - As of June 30, 2025, the Company had **295,367 fully vested outstanding stock options** at a weighted average exercise price of **$7.07 per share**[63](index=63&type=chunk) - Total stock-based compensation expense related to restricted stock was **$0.3 million** for the three months ended June 30, 2025 and 2024, and **$0.7 million** for the six months ended June 30, 2025 and 2024[65](index=65&type=chunk) [Note 11: Segments](index=15&type=section&id=Note%2011%3A%20Segments) This note clarifies that the company operates as a single reportable segment, with all operations primarily in the United States - The Company operates as a single reportable segment, with the Chief Executive Officer acting as the Chief Operating Decision Maker (CODM) who evaluates financial performance on a total Company basis[67](index=67&type=chunk) - All long-lived assets and the majority of revenue are located/earned in the United States[67](index=67&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=15&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition and operational results, highlighting declining sales and profitability due to lower traffic and increased costs, alongside expense management efforts and macroeconomic uncertainties [Introduction](index=16&type=section&id=Introduction) This introduction outlines the company's strategic responses to cost pressures from tariffs and acknowledges macroeconomic uncertainties - The Company is evaluating strategic options, including sourcing adjustments and pricing strategies, to manage anticipated cost pressures from elevated tariffs on imported goods[75](index=75&type=chunk) - There is significant uncertainty regarding macroeconomic factors, with an expectation that these factors will moderate, though timing is uncertain[76](index=76&type=chunk) [Overview and Recent Trends](index=17&type=section&id=Overview%20and%20Recent%20Trends) This section provides an overview of the company's business, recent sales performance, gross margin changes, and expense management initiatives - The Company is a specialty retailer of man-made and natural stone tiles, luxury vinyl tiles, setting and maintenance materials, and related accessories, operating **141 stores** in 31 states as of June 30, 2025[77](index=77&type=chunk) - Comparable store sales decreased by **3.5%** for the three months and **3.8%** for the six months ended June 30, 2025, primarily due to lower store traffic, influenced by moderated existing home sales[79](index=79&type=chunk) - Gross margin rate decreased by **160 basis points** to **64.4%** in Q2 2025 (vs. 66.0% in Q2 2024) due to higher discounting and increased product costs[80](index=80&type=chunk) - Selling, general and administrative (SG&A) expenses decreased by **$2.1 million (3.6%)** in Q2 2025, driven by lower asset impairment, reduced SG&A from the New Jersey distribution center closure, decreased marketing costs, and lower depreciation, partially offset by a write-off of display supplies[82](index=82&type=chunk) - The Company closed its Spring Valley, WI distribution center in Q2 2025, anticipating an annualized benefit of approximately **$1.0 million**, and closed two stores at the end of their lease terms in Q2 and Q3 2025[83](index=83&type=chunk)[84](index=84&type=chunk) [Key Components of our Consolidated Statements of Income](index=17&type=section&id=Key%20Components%20of%20our%20Consolidated%20Statements%20of%20Income) This section defines the key components of the consolidated statements of income, including net sales, cost of sales, and SG&A expenses - Net sales are recognized when customers take control of merchandise or upon final delivery, net of returns and excluding sales taxes[87](index=87&type=chunk)[88](index=88&type=chunk) - Comparable store sales growth is a key metric, calculated for stores operating for at least 13 full months, excluding relocated stores[89](index=89&type=chunk) - Cost of sales includes material costs, freight, customs, duties, storage, delivery, inventory losses, and manufacturing costs for setting and maintenance materials[90](index=90&type=chunk) - Selling, general, and administrative expenses primarily consist of compensation, occupancy, utilities, maintenance, advertising, shipping, and depreciation/amortization[91](index=91&type=chunk) [Results of Operations](index=18&type=section&id=Results%20of%20Operations) This section provides a detailed comparison of the company's financial performance for the three and six months ended June 30, 2025, versus 2024 [Comparison of the three months ended June 30, 2025 to the three months ended June 30, 2024](index=18&type=section&id=Comparison%20of%20the%20three%20months%20ended%20June%2030%2C%202025%20to%20the%20three%20months%20ended%20June%2030%2C%202024) This section compares the company's net sales, gross profit, SG&A, and net income for the second quarter of 2025 against the same period in 2024 | Metric (in thousands) | Q2 2025 | % of sales 2025 | Q2 2024 | % of sales 2024 | Change (YoY) | | :-------------------- | :----------- | :-------------- | :----------- | :-------------- | :----------- | | Net sales | $88,260 | 100.0 % | $91,384 | 100.0 % | -3.4% | | Gross profit | $56,841 | 64.4 % | $60,331 | 66.0 % | -5.8% | | SG&A expenses | $56,401 | 63.9 % | $58,480 | 64.0 % | -3.6% | | Income from operations | $440 | 0.5 % | $1,851 | 2.0 % | -76.2% | | Net income | $392 | 0.4 % | $1,219 | 1.3 % | -67.8% | | Provision for income taxes | $(77) | (0.1)% | $(575) | (0.6)% | -86.6% | - Net sales decreased by **$3.1 million (3.4%)** due to a **3.5%** decline in comparable store sales, primarily from decreased traffic[92](index=92&type=chunk) - Gross margin rate declined by **1.6 percentage points** to **64.4%** due to higher discounting and increased product costs[93](index=93&type=chunk) - The effective tax rate decreased to **16.4%** in Q2 2025 from **32.1%** in Q2 2024, mainly due to lower pretax income and permanent differences[95](index=95&type=chunk) [Comparison of the six months ended June 30, 2025 to the six months ended June 30, 2024](index=19&type=section&id=Comparison%20of%20the%20six%20months%20ended%20June%2030%2C%202025%20to%20the%20six%20months%20ended%20June%2030%2C%202024) This section compares the company's year-to-date net sales, gross profit, SG&A, and net income for the first half of 2025 against the same period in 2024 | Metric (in thousands) | YTD Q2 2025 | % of sales 2025 | YTD Q2 2024 | % of sales 2024 | Change (YoY) | | :-------------------- | :----------- | :-------------- | :----------- | :-------------- | :----------- | | Net sales | $176,269 | 100.0 % | $183,112 | 100.0 % | -3.7% | | Gross profit | $114,911 | 65.2 % | $120,650 | 65.9 % | -4.8% | | SG&A expenses | $114,288 | 64.8 % | $116,516 | 63.6 % | -1.9% | | Income from operations | $623 | 0.4 % | $4,134 | 2.3 % | -84.9% | | Net income | $564 | 0.3 % | $2,908 | 1.6 % | -80.6% | | Provision for income taxes | $(106) | (0.1)% | $(1,003) | (0.5)% | -89.4% | - Net sales decreased by **$6.8 million (3.7%)** due to a **3.8%** decline in comparable store sales, primarily from decreased store traffic[96](index=96&type=chunk) - Gross margin rate decreased by **0.7 percentage points** to **65.2%** due to increased product costs and higher discounting[97](index=97&type=chunk) - SG&A expenses decreased by **$2.2 million (1.9%)**, mainly due to the New Jersey distribution center closure, lower depreciation, and reduced asset impairment, partially offset by increased IT costs and display supply write-offs[98](index=98&type=chunk) - The effective tax rate for the six months ended June 30, 2025, was **15.8%**, down from **25.6%** in the prior year, primarily due to decreased pre-tax income and permanent differences[99](index=99&type=chunk) [Non-GAAP Measures](index=19&type=section&id=Non-GAAP%20Measures) This section presents and reconciles non-GAAP financial measures, including Adjusted EBITDA and Pretax Return on Capital Employed - Adjusted EBITDA is calculated by adjusting net income for interest expense, income taxes, depreciation and amortization, and stock-based compensation expense[100](index=100&type=chunk) | Metric (in thousands) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income | $392 | $1,219 | $564 | $2,908 | | Adjusted EBITDA | $4,937 | $6,733 | $9,503 | $14,150 | | Adjusted EBITDA margin | 5.6 % | 7.4 % | 5.4 % | 7.7 % | - Pretax Return on Capital Employed decreased significantly to **0.0%** for the trailing twelve months ended June 30, 2025, from **6.8%** for the same period in 2024, reflecting a substantial drop in Income from Operations[104](index=104&type=chunk) [Liquidity and Capital Resources](index=20&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's sources of liquidity, capital expenditures, and cash flow activities - Principal liquidity sources include **$27.8 million** in cash and cash equivalents, cash flow from operations, and a **$75.0 million** revolving line of credit[105](index=105&type=chunk)[106](index=106&type=chunk) - As of June 30, 2025, the Company had no outstanding borrowings on its line of credit and **$73.8 million** available for borrowing[109](index=109&type=chunk) - Management believes current liquidity sources are sufficient to fund operations and capital expenditures for at least the next twelve months and long-term liquidity requirements[110](index=110&type=chunk) [Capital Expenditures](index=21&type=section&id=Capital%20Expenditures) This section details the company's capital expenditures for the first six months of 2025 and 2024, primarily for store remodels and IT assets | Metric (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :----------------------------- | :----------------------------- | | Capital expenditures | $6,473 | $6,257 | - Capital expenditures in 2025 were primarily directed towards store remodels, merchandising, distribution, and information technology assets[111](index=111&type=chunk) [Cash Flows](index=21&type=section&id=Cash%20Flows) This section analyzes the company's cash flows from operating, investing, and financing activities for the six months ended June 30, 2025 and 2024 | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $13,487 | $23,452 | | Net cash used in investing activities | $(6,402) | $(6,257) | | Net cash used in financing activities | $(284) | $(463) | - Net cash provided by operating activities decreased by **$10.0 million (42.5%)** year-over-year, primarily due to a decrease in net income and other working capital changes[114](index=114&type=chunk) - Net cash used in financing activities decreased due to the impact of employee shares withheld for employee stock award vestings[116](index=116&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=22&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section states that there have been no material changes in the Company's primary risk exposures or management of market risks compared to those disclosed in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 - No material changes in primary risk exposures or market risk management have occurred since the December 31, 2024 Annual Report on Form 10-K[118](index=118&type=chunk) [Item 4. Controls and Procedures](index=22&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of the Company's disclosure controls and procedures as of June 30, 2025, and reports no material changes in internal control over financial reporting during the quarter [Disclosure Controls and Procedures](index=22&type=section&id=Disclosure%20Controls%20and%20Procedures) This section confirms the effectiveness of the company's disclosure controls and procedures as of June 30, 2025 - The Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of June 30, 2025[119](index=119&type=chunk) [Changes in Internal Control Over Financial Reporting](index=22&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) This section reports no material changes in internal control over financial reporting during the quarter ended June 30, 2025 - There were no changes in internal control over financial reporting during the quarter ended June 30, 2025, that materially affected or are reasonably likely to materially affect internal control over financial reporting[120](index=120&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=22&type=section&id=Item%201.%20Legal%20Proceedings) The Company is involved in various lawsuits and claims in the normal course of business, with management assessing potential liabilities and accruing for probable and estimable losses - The Company records liabilities for legal proceedings where a loss is probable and estimable[121](index=121&type=chunk) - Management does not expect the ultimate liability from current legal matters to have a material adverse effect on the Company's financial results[121](index=121&type=chunk) [Item 1A. Risk Factors](index=22&type=section&id=Item%201A.%20Risk%20Factors) This section updates risk factors, highlighting the company's vulnerability to political and economic changes, particularly tariffs and international trade policies, which may increase costs and impact profitability - The Company is vulnerable to changes in political and economic conditions, including tariffs and international trade wars, which may increase costs and affect sales and profitability[123](index=123&type=chunk) - The Company has historically shifted sourcing away from countries with higher tariffs but acknowledges the difficulty in predicting tariff rates and the potential ineffectiveness of countermeasures[123](index=123&type=chunk) - Failure to mitigate tariff-related risks through supply chain adjustments or pricing strategies could negatively impact financial performance[123](index=123&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=23&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details equity security activities, focusing on shares withheld for tax obligations related to restricted stock grants and shares forfeited due to unfulfilled vesting conditions, with no cash repurchases | Period | Total Shares Purchased | Average Price Paid per Share | | :-------------------------- | :--------------------- | :--------------------------- | | May 1, 2025 - May 31, 2025 | 9,692 | $1.01 | | June 1, 2025 - June 30, 2025 | 29,598 | $0.24 | | Total (Q2 2025) | 39,290 | $0.43 | - The shares purchased were primarily due to tax withholdings for restricted stock grants (**1,560 shares** in April, **1,184 shares** in May) and forfeitures when vesting conditions were not met (**8,132 shares** in April, **28,414 shares** in May)[124](index=124&type=chunk)[125](index=125&type=chunk) - No cash was paid to repurchase these shares, and they were not part of a publicly announced plan or program[124](index=124&type=chunk)[125](index=125&type=chunk) [Item 3. Defaults Upon Senior Securities](index=23&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item states that there are no defaults upon senior securities to report [Item 4. Mine Safety Disclosures](index=23&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item indicates that mine safety disclosures are not applicable to the Company [Item 5. Other Information](index=23&type=section&id=Item%205.%20Other%20Information) This section reports that no directors or executive officers adopted, modified, or terminated any Rule 10b5-1 trading plans or non-Rule 10b5-1 trading arrangements during Q2 2025 - No Rule 10b5-1 trading plans or non-Rule 10b5-1 trading arrangements were adopted, modified, or terminated by directors or executive officers during Q2 2025[128](index=128&type=chunk) [Item 6. Exhibits](index=24&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including organizational documents, certifications, and financial statements formatted in iXBRL - Exhibits include Certificate of Incorporation, By-Laws, CEO and CFO certifications (Sarbanes Oxley Act Sections 302 and 906), and iXBRL formatted financial statements[129](index=129&type=chunk) [Signatures](index=25&type=section&id=Signatures) This section contains the official signatures of the Chief Executive Officer and Chief Financial Officer, certifying the filing of the Quarterly Report on Form 10-Q - The report is signed by Cabell H. Lolmaugh, Chief Executive Officer, and Mark B. Davis, Chief Financial Officer, on August 7, 2025[134](index=134&type=chunk)

Financial Data and Key Metrics Changes - Second quarter sales for comparable stores decreased by 3.5% due to lower levels of store traffic [12] - Gross margin rate during the second quarter was 64.4%, representing a 160 basis point decrease compared to the previous year [13] - Operating cash flow generated during the second quarter was $13.5 million, with cash balance growing to $27.8 million at the end of the quarter [14] Business Line Data and Key Metrics Changes - Unit volume sales showed a modest improvement, but were offset by increased discounting and sales of lower-priced products, impacting average ticket size [6][12] - The company expanded its product assortment, including LVT offerings and large format tiles, contributing to increased square footage volumes [7][8] Market Data and Key Metrics Changes - The housing market remains challenging with historically low turnover levels, impacting the entire industry [6] - The company is not overly reliant on a single country for sourcing, with products sourced from over 20 countries, which helps mitigate tariff risks [9] Company Strategy and Development Direction - The company is focusing on reducing expenses, limiting capital spending, and identifying efficiencies while navigating the challenging housing market [11][14] - New product lines, such as the Signature line, have been launched to appeal to a broader customer base [8] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the adverse effects of the extended difficult housing market on profitability and has made tough decisions to curtail spending [10] - The company believes it is well-positioned to handle evolving tariff policies and is actively monitoring changes [9] Other Important Information - The company closed two distribution centers and one store, with plans for further evaluations to reduce expenses [10][11] - SG&A expenses decreased by $2.1 million compared to the previous year, primarily due to reductions in asset impairment and marketing costs [13] Q&A Session Summary - No specific questions or answers were documented in the provided content, indicating that the Q&A session may have been brief or not included in the records [15]

[Second Quarter 2025 Overview](index=1&type=section&id=Second%20Quarter%202025%20Overview) This section summarizes The Tile Shop's Q2 2025 performance, highlighting key financial results and management's strategic insights [Key Financial Highlights](index=1&type=section&id=Second%20Quarter%202025%20Summary) Q2 2025 saw declines in net sales, comparable store sales, net income, and Adjusted EBITDA, despite a strong cash position with no debt Second Quarter 2025 Key Financial Highlights | Metric | Q2 2025 | Q2 2024 | Change (%) | | :-------------------------------- | :------ | :------ | :--------- | | Net Sales | $88,260 | $91,384 | -3.4% | | Comparable Store Sales | -3.5% | -6.9% | - | | Gross Margin Rate | 64.4% | 66.0% | -1.6 pp | | Net Income | $392 | $1,219 | -67.8% | | Net Income per Diluted Share | $0.01 | $0.03 | -66.7% | | Adjusted EBITDA | $4,937 | $6,733 | -26.7% | | Adjusted EBITDA as % of Net Sales | 5.6% | 7.4% | -1.8 pp | | Number of Stores Open | 141 | 142 | -1 | - No debt outstanding and **$27.8 million** of cash at quarter-end[2](index=2&type=chunk) [Management's Perspective](index=1&type=section&id=Management%20Commentary) CEO noted modest unit volume improvement from expanded product assortment, offset by lower-priced item demand and higher discounting, with low housing turnover impacting traffic and sales - Expanded assortment of entry-level, competitively priced products contributed to modest improvement in unit volumes[3](index=3&type=chunk) - Improvement in unit volumes was offset by increased demand for lower average selling price products and higher discounting[3](index=3&type=chunk) - Housing turnover remains near historic lows, continuing to pressure store traffic and comparable store sales[3](index=3&type=chunk) [Detailed Financial Results](index=1&type=section&id=Detailed%20Financial%20Results) This section analyzes the company's Q2 2025 financial performance, detailing net sales, gross profit, operating expenses, and net income [Net Sales](index=1&type=section&id=Net%20Sales) Net sales for Q2 2025 decreased by 3.4% year-over-year, with comparable store sales declining by 3.5%, primarily due to reduced customer traffic Net Sales Performance | Metric | Q2 2025 ($ thousands) | Q2 2024 ($ thousands) | YoY Change | | :------- | :-------------------- | :-------------------- | :--------- | | Net Sales | 88,260 | 91,384 | -3.4% | | Comparable Store Sales Decline | 3.5% | 6.9% | - | - Sales decreased at comparable stores primarily due to a decrease in traffic[5](index=5&type=chunk) [Gross Profit](index=1&type=section&id=Gross%20Profit) Gross profit decreased by 5.8% in Q2 2025, with gross margin rate declining by 160 basis points to 64.4%, mainly due to higher discounting and increased product costs Gross Profit Performance | Metric | Q2 2025 ($ thousands) | Q2 2024 ($ thousands) | YoY Change | | :---------------- | :-------------------- | :-------------------- | :--------- | | Gross Profit | 56,841 | 60,331 | -5.8% | | Gross Margin Rate | 64.4% | 66.0% | -1.6 pp | - Decrease in gross margin rate was due to higher levels of discounting combined with increases in product costs[6](index=6&type=chunk) [Selling, General and Administrative Expenses (SG&A)](index=2&type=section&id=Selling%2C%20General%20and%20Administrative%20Expenses) SG&A expenses decreased by 3.6% in Q2 2025, driven by reductions in asset impairment, distribution center closures, marketing, and depreciation, partially offset by a display supplies write-off SG&A Expenses | Metric | Q2 2025 ($ thousands) | Q2 2024 ($ thousands) | YoY Change | | :-------------------------------- | :-------------------- | :-------------------- | :--------- | | SG&A Expenses | 56,401 | 58,480 | -3.6% | - Decrease in SG&A primarily due to: **$0.8 million** decrease in asset impairment, **$0.7 million** reduction from New Jersey distribution center closure, **$0.7 million** decrease in marketing costs, and **$0.4 million** decrease in depreciation, partially offset by a **$0.4 million** write-off of display supplies[7](index=7&type=chunk) - Closed a distribution center in Spring Valley, WI, during Q2 2025, anticipating an annualized benefit of approximately **$1.0 million**. Also closed two stores at the end of their lease terms[8](index=8&type=chunk)[9](index=9&type=chunk) [Income from Operations](index=2&type=section&id=Income%20from%20Operations) Income from operations significantly declined for both the three and six months ended June 30, 2025, reflecting overall challenges in sales and gross profit Income from Operations | Metric | Q2 2025 ($ thousands) | Q2 2024 ($ thousands) | YoY Change | | :----------------------- | :-------------------- | :-------------------- | :--------- | | Income from Operations | 440 | 1,851 | -76.2% | | Income from Operations Margin Rate | 0.5% | 2.0% | -1.5 pp | [Provision for Income Taxes](index=2&type=section&id=Provision%20for%20Income%20Taxes) The provision for income taxes decreased in Q2 2025, primarily due to lower pretax income and a reduced effective tax rate of 16.4% compared to 32.1% in the prior year Provision for Income Taxes | Metric | Q2 2025 ($ thousands) | Q2 2024 ($ thousands) | YoY Change | | :------------------------ | :-------------------- | :-------------------- | :--------- | | Provision for Income Taxes | 77 | 575 | -86.6% | | Effective Tax Rate | **16.4%** | **32.1%** | -15.7 pp | - Decrease in provision for income taxes was primarily due to a decrease in pretax income and the impact of permanent differences[10](index=10&type=chunk) [Net Income and Earnings Per Share (EPS)](index=2&type=section&id=Net%20Income%20and%20Earnings%20Per%20Share) Net income and diluted EPS experienced a significant decline in Q2 2025, reflecting the overall decrease in profitability for the quarter Net Income and EPS Performance | Metric | Q2 2025 ($ thousands) | Q2 2024 ($ thousands) | YoY Change | | :----------------------- | :-------------------- | :-------------------- | :--------- | | Net Income | 392 | 1,219 | -67.8% | | Net Income per Diluted Share | 0.01 | 0.03 | -66.7% | [Capital Structure and Liquidity](index=2&type=section&id=Capital%20Structure%20and%20Liquidity) The company maintained a strong capital structure and liquidity position as of June 30, 2025, with no outstanding borrowings on its line of credit and an increase in cash and cash equivalents - No borrowings outstanding on its **$75.0 million** line of credit as of June 30, 2025[11](index=11&type=chunk) Cash and Cash Equivalents | Metric | June 30, 2025 ($ thousands) | December 31, 2024 ($ thousands) | Change | | :---------------------- | :---------------------------- | :------------------------------ | :----- | | Cash and Cash Equivalents | 27,758 | 20,957 | +$6,801 | [Non-GAAP Financial Measures](index=2&type=section&id=NON-GAAP%20INFORMATION) This section presents and explains the company's non-GAAP financial measures, including Adjusted EBITDA and Pretax Return on Capital Employed [Adjusted EBITDA](index=3&type=section&id=Adjusted%20EBITDA) Adjusted EBITDA decreased significantly in Q2 2025 and for the six months ended June 30, 2025, reflecting operational challenges and reduced profitability Adjusted EBITDA Performance | Metric | Q2 2025 ($ thousands) | Q2 2024 ($ thousands) | YoY Change | | :--------------- | :-------------------- | :-------------------- | :--------- | | Adjusted EBITDA | 4,937 | 6,733 | -26.7% | | Adjusted EBITDA as % of Net Sales | 5.6% | 7.4% | -1.8 pp | Adjusted EBITDA (Six Months Ended) | Metric | 6 Months 2025 ($ thousands) | 6 Months 2024 ($ thousands) | YoY Change | | :--------------- | :-------------------------- | :-------------------------- | :--------- | | Adjusted EBITDA | 9,503 | 14,150 | -32.8% | | Adjusted EBITDA as % of Net Sales | 5.4% | 7.7% | -2.3 pp | [Pretax Return on Capital Employed](index=3&type=section&id=Pretax%20Return%20on%20Capital%20Employed) Pretax Return on Capital Employed declined substantially to 0.0% for the trailing twelve months ended Q2 2025, indicating reduced efficiency of capital utilization Pretax Return on Capital Employed | Metric | Trailing Twelve Months (June 30, 2025) | Trailing Twelve Months (June 30, 2024) | Change | | :------------------------------ | :------------------------------------- | :------------------------------------- | :----- | | Pretax Return on Capital Employed | **0.0%** | **6.8%** | -6.8 pp | [Explanation of Non-GAAP Measures](index=3&type=section&id=Non-GAAP%20Financial%20Measures%20Explanation) This section defines Adjusted EBITDA and Pretax Return on Capital Employed as non-GAAP measures, used by management and investors for trend analysis and performance comparison - Adjusted EBITDA is calculated by adjusting GAAP net income for interest, income taxes, depreciation and amortization, and stock-based compensation expense[16](index=16&type=chunk) - Pretax Return on Capital Employed is calculated as income from operations divided by capital employed (total assets less certain liabilities)[16](index=16&type=chunk) - These non-GAAP measures provide useful information for management and investors for trend analyses, budgeting, planning, and assessing capital allocation, but have limitations as they exclude significant GAAP expenses and income[17](index=17&type=chunk)[18](index=18&type=chunk) [Company Information and Disclosures](index=3&type=section&id=Company%20Information%20and%20Disclosures) This section provides essential company information, including investor communications, a company overview, and forward-looking statements [Webcast and Conference Call](index=3&type=section&id=WEBCAST%20AND%20CONFERENCE%20CALL) The Tile Shop hosted a conference call and webcast on August 7, 2025, to discuss Q2 2025 results, with replay available on its Investor Relations page - Conference call and webcast for investors held on Thursday, **August 7, 2025**, at 9:00 a.m. Eastern Time[19](index=19&type=chunk) - Webcast replay available on the Company's Investor Relations page at www.tileshop.com[20](index=20&type=chunk) - The company uses investors.tileshop.com for disclosing material non-public information and complying with Regulation FD[21](index=21&type=chunk) [About The Tile Shop](index=5&type=section&id=ABOUT%20THE%20TILE%20SHOP) Tile Shop Holdings, Inc. is a specialty retailer of natural stone, man-made, and luxury vinyl tiles, operating 141 stores across 31 states and D.C. as of June 30, 2025 - Specialty retailer of natural stone, man-made, and luxury vinyl tiles, setting and maintenance materials, and related accessories in the United States[22](index=22&type=chunk) - As of June 30, 2025, the Company had **141 stores** in **31 states** and the District of Columbia[22](index=22&type=chunk) - Member of industry associations including ASID, NAHB, NKBA, and NTCA[23](index=23&type=chunk) [Forward-Looking Statements](index=5&type=section&id=FORWARD%20LOOKING%20STATEMENTS) This section cautions that forward-looking statements are based on current beliefs and subject to risks and uncertainties that could cause actual results to differ materially - Includes 'forward looking statements' regarding strategic and operational plans and expected financial performance[24](index=24&type=chunk) - Statements are subject to risks and uncertainties that may cause actual results to differ materially[24](index=24&type=chunk) - The Company does not intend, and undertakes no duty, to update this information to reflect future events or circumstances, except as required by law[24](index=24&type=chunk) [Consolidated Financial Statements](index=6&type=section&id=Consolidated%20Financial%20Statements) This section presents the company's complete consolidated financial statements, including balance sheets, income statements, and cash flow statements [Consolidated Balance Sheets](index=6&type=section&id=Consolidated%20Balance%20Sheets) The consolidated balance sheets present the company's financial position as of June 30, 2025, compared to December 31, 2024, showing an increase in total assets and total liabilities, while stockholders' equity also saw a slight increase Consolidated Balance Sheet Highlights | Metric ($ thousands) | June 30, 2025 | December 31, 2024 | | :--------------------- | :------------ | :---------------- | | Total Current Assets | 126,270 | 119,822 | | Total Assets | 324,110 | 319,603 | | Total Current Liabilities | 82,780 | 78,394 | | Total Liabilities | 200,233 | 196,691 | | Total Stockholders' Equity | 123,877 | 122,912 | [Consolidated Statements of Income](index=7&type=section&id=Consolidated%20Statements%20of%20Income) The consolidated statements of income detail the company's financial performance for the three and six months ended June 30, 2025, highlighting the year-over-year declines in net sales, gross profit, income from operations, and net income Consolidated Statements of Income (Three Months Ended June 30) | Metric ($ thousands) | 2025 | 2024 | | :----------------------- | :--- | :--- | | Net sales | 88,260 | 91,384 | | Cost of sales | 31,419 | 31,053 | | Gross profit | 56,841 | 60,331 | | Selling, general and administrative expenses | 56,401 | 58,480 | | Income from operations | 440 | 1,851 | | Income before income taxes | 469 | 1,794 | | Provision for income taxes | (77) | (575) | | Net income | 392 | 1,219 | | Diluted EPS | 0.01 | 0.03 | Consolidated Statements of Income (Six Months Ended June 30) | Metric ($ thousands) | 2025 | 2024 | | :----------------------- | :--- | :--- |\ | Net sales | 176,269 | 183,112 | | Cost of sales | 61,358 | 62,462 | | Gross profit | 114,911 | 120,650 | | Selling, general and administrative expenses | 114,288 | 116,516 | | Income from operations | 623 | 4,134 | | Income before income taxes | 670 | 3,911 | | Provision for income taxes | (106) | (1,003) | | Net income | 564 | 2,908 | | Diluted EPS | 0.01 | 0.07 | [Rate Analysis](index=7&type=section&id=Rate%20Analysis) The rate analysis provides a comparative view of key financial ratios for the three and six months ended June 30, 2025, showing declines in gross margin, income from operations margin, and Adjusted EBITDA margin rates Key Financial Rates (Three Months Ended June 30) | Metric | 2025 | 2024 | | :-------------------------- | :--- | :--- | | Gross margin rate | 64.4% | 66.0% | | SG&A expense rate | 63.9% | 64.0% | | Income from operations margin rate | 0.5% | 2.0% | | Adjusted EBITDA margin rate | 5.6% | 7.4% | Key Financial Rates (Six Months Ended June 30) | Metric | 2025 | 2024 | | :-------------------------- | :--- | :--- | | Gross margin rate | 65.2% | 65.9% | | SG&A expense rate | 64.8% | 63.6% | | Income from operations margin rate | 0.4% | 2.3% | | Adjusted EBITDA margin rate | 5.4% | 7.7% | [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) The consolidated statements of cash flows for the six months ended June 30, 2025, show a decrease in net cash provided by operating activities compared to the prior year, while net cash used in investing activities remained relatively stable and net cash used in financing activities decreased Consolidated Statements of Cash Flows (Six Months Ended June 30) | Cash Flow Activity ($ thousands) | 2025 | 2024 | | :------------------------------- | :--- | :--- | | Net cash provided by operating activities | 13,487 | 23,452 | | Net cash used in investing activities | (6,402) | (6,257) | | Net cash used in financing activities | (284) | (463) | | Net change in cash and cash equivalents | 6,801 | 16,721 | | Cash and cash equivalents end of period | 27,758 | 25,341 |

Core Viewpoint - Tile Shop Holdings, Inc. is set to release its financial results for the second quarter ended June 30, 2025, on August 7, 2025, at 7:00 a.m. Eastern Time [1] Group 1: Financial Results Announcement - The Company will host a conference call via webcast for investors on August 7, 2025, at 9:00 a.m. Eastern Time, featuring the CEO, CFO, and Investor Relations [2] - A webcast of the call will be accessible on the Company's Investor Relations page, with a replay available afterward [3] Group 2: Company Overview - Tile Shop is a specialty retailer in the U.S. offering natural stone tiles, man-made and luxury vinyl tiles, and related accessories, operating 140 stores across 31 states and the District of Columbia [5] - The Company emphasizes high-quality products, exclusive designs, knowledgeable staff, and exceptional customer service in its extensive showrooms [5] Group 3: Disclosure Practices - The Company plans to use its website for disclosing material non-public information and complying with Regulation FD, encouraging investors to monitor its website for updates [4]

Core Insights - The Tile Shop has launched an exclusive collaboration with artist Laura Park, introducing a new range of artistic tiles that reflect her vibrant aesthetic [3][4][5] - The collection features tiles that embody Park's signature bold brushwork and joyful color palettes, designed to enhance various spaces in the home [4][5] - The collaboration aims to provide customers with versatile design options, allowing for creative expression through tile [5][6] Company Overview - The Tile Shop is a leading specialty retailer in the U.S. for natural stone, man-made tiles, and luxury vinyl tiles, operating 141 stores across 31 states and the District of Columbia [9] - The company emphasizes high-quality products, exclusive designs, and exceptional customer service within an extensive showroom environment [9] - The Tile Shop is affiliated with several professional organizations, including the American Society of Interior Designers and the National Kitchen and Bath Association [10] Artist Background - Laura Park is a self-taught artist known for her bold patterns and vibrant colors, which have evolved from her experiences in interior design and textiles [7][8] - She founded Laura Park Designs in 2016, expanding her artistic vision from textiles to a diverse range of home decor products [8]

Core Insights - The Tile Shop is expanding its exclusive Jeffrey Alan Marks Collection with two new tile designs: Natural Zen Birchwood and Sand Dollar [1][6] - The new designs embody a California-casual aesthetic, featuring soft blue, sand, and white tones that evoke a coastal-inspired ambiance [3][4] Product Details - **Natural Zen Birchwood**: A 4" x 16" ceramic tile available in White, Sea Blue, and Ash, inspired by Japanese spa design, ideal for serene spaces [5] - **Sand Dollar**: A 6" x 6" matte porcelain tile available in Ocean and Ash, featuring intricate motifs that reflect coastal living [6] Designer Collaboration - The expanded collection is part of The Tile Shop's strategy to enhance its exclusive designer collaborations, which include partnerships with other notable designers and brands [7] Company Overview - Tile Shop Holdings, Inc. operates 141 stores across 31 states and the District of Columbia, specializing in natural stone, man-made, and luxury vinyl tiles [9]

Financial Data and Key Metrics Changes - The company reported a total of 44,729,924 shares of common stock outstanding as of April 8, 2025, with 30,433,597 shares represented at the meeting, indicating a quorum for decision-making [6][10]. Business Line Data and Key Metrics Changes - No specific financial data or key metrics for individual business lines were discussed during the meeting [12]. Market Data and Key Metrics Changes - No specific market data or key metrics were provided in the meeting [12]. Company Strategy and Development Direction and Industry Competition - The company ratified the appointment of RSM US LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, indicating a focus on maintaining strong governance and compliance [11]. Management's Comments on Operating Environment and Future Outlook - Management did not provide specific comments on the operating environment or future outlook during the meeting [12]. Other Important Information - The meeting included the election of directors and the approval of executive compensation proposals, reflecting the company's governance practices [11]. Q&A Session All Questions and Answers Question: Were there any stockholder questions during the meeting? - There were no questions submitted by stockholders during the meeting [12].

Core Insights - The Tile Shop is launching a new collaboration with designer Nate Berkus, set to debut in fall 2026, featuring a collection of floor and wall tiles in various materials and classic colors [1][2][3] Company Overview - Tile Shop Holdings, Inc. is a leading specialty retailer in the U.S. for natural stone, man-made, and luxury vinyl tiles, along with related accessories, operating 142 stores across 31 states and the District of Columbia [4] Collaboration Details - The Tile Shop x Nate Berkus collection aims to provide a blend of contemporary and classic styling, allowing customers to mix and match tiles for a modern, classic, and refined look at an accessible price point [2][3] - The collection is designed to be timeless and thoughtful, featuring colorways and patterns that are intended to be anti-trend [3] Designer Background - Nate Berkus is recognized as one of the world's most influential interior designers, with a career spanning over thirty years, including numerous television shows and award-winning interior designs [6]

Core Viewpoint - Tile Shop Holdings, Inc. (TTSH) has experienced a significant stock price increase of 14.8% following its Q1 2025 earnings report, outperforming the S&P 500 Index's 0.5% rise during the same period [1] Q1 Performance Snapshot - For Q1 2025, Tile Shop reported net sales of $88 million, a decline of 4.1% year over year from $91.7 million [2] - Comparable store sales dropped 4% year over year, attributed to decreased store traffic [2] - Net income fell sharply to $172,000 from $1.7 million in the prior-year period, resulting in diluted earnings per share of $0.00 compared to $0.04 in the prior year [2] Adjusted EBITDA and Margins - Adjusted EBITDA declined 38.4% to $4.6 million, or 5.2% of net sales, down from $7.4 million, or 8.1% of net sales, a year ago [3] - Gross margin improved by 20 basis points to 66% from 65.8%, driven by lower inventory write-offs, partially offset by higher delivery costs [3] Other Key Business Metrics - Total operating income decreased to $183,000 from $2.3 million, compressing the operating margin to 0.2% from 2.5% [4] - Selling, general, and administrative (SG&A) expenses declined 0.3% year over year to $57.9 million from $58 million, primarily due to a decrease in depreciation and costs associated with the closure of a distribution center [4] Cash Position and Capital Employed - Tile Shop ended the quarter with $27.1 million in cash, up from $20.9 million at the end of 2024, with no outstanding debt [5] - Operating cash flow totaled $9.9 million in the quarter compared to $18.6 million in the year-ago period [5] - Pretax Return on Capital Employed fell to 1.2% on a trailing 12-month basis, down from 11.3% a year earlier [5] Management Commentary - CEO Cabell Lolmaugh noted the impact of low housing turnover and macroeconomic headwinds but emphasized a focus on improving customer experience and managing costs [6] - The increase in tile volume sold was attributed to an expanded product assortment, particularly entry-level options and luxury vinyl tile [6] Supplier Diversification Strategy - The company sources from over 25 countries, which is expected to help navigate increased tariffs on certain imported goods [7] - Partnerships with domestic manufacturers are being developed to offset some international sourcing risks [7] Product Mix and Average Ticket Values - Despite a shift in product mix, the company maintained average ticket values due to stronger volumes [8] - New engineered hardwood and laminate products, along with large-format tiles, contributed positively [8] Factors Influencing Financial Performance - The decline in net sales and earnings was primarily driven by lower store traffic and the absence of an extra sales day that benefited the prior-year quarter [9] - The company maintained average ticket size by offsetting lower average selling prices with increased tile volumes [9] Guidance - Tile Shop did not provide formal financial guidance but expressed confidence in the spring selling season and the effectiveness of its inventory strategy and global supplier diversification [11] Other Developments - The company subleased its New Jersey distribution center, expected to yield $2 million in income, with half benefiting SG&A expenses in 2025 [12] - Tile Shop expanded its design collaboration with Alison Victoria to differentiate its product portfolio [13]