
Part I—Financial Information Item 1. Financial Statements The unaudited condensed consolidated financial statements for Q3 2022 report a net loss due to lower gross margins and increased expenses Condensed Consolidated Balance Sheets As of October 30, 2022, total assets increased to $547.7 million from $515.6 million at the end of fiscal 2021, primarily due to a substantial rise in inventory to $204.7 million Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | Oct 30, 2022 | Jan 30, 2022 | | :--- | :--- | :--- | | Assets | | | | Cash and cash equivalents | $9,407 | $77,051 | | Inventory, less reserves | $204,717 | $122,672 | | Total current assets | $240,017 | $222,521 | | Total assets | $547,650 | $515,550 | | Liabilities & Equity | | | | Trade accounts payable | $77,842 | $45,402 | | Duluth line of credit | $10,000 | $0 | | Total liabilities | $329,013 | $292,832 | | Total shareholders' equity | $218,637 | $222,718 | Condensed Consolidated Statements of Operations For Q3 2022, the company reported a net loss of $6.2 million, a significant downturn from prior-year net income, driven by decreased gross profit and increased SG&A expenses Q3 Statement of Operations Highlights (in thousands, except per share) | Metric | Q3 2022 | Q3 2021 | | :--- | :--- | :--- | | Net sales | $147,126 | $145,277 | | Gross profit | $76,921 | $83,650 | | Operating (loss) income | $(7,390) | $4,858 | | Net (loss) income | $(6,243) | $2,763 | | Diluted EPS | $(0.19) | $0.09 | Nine Months Statement of Operations Highlights (in thousands, except per share) | Metric | Nine Months 2022 | Nine Months 2021 | | :--- | :--- | :--- | | Net sales | $411,541 | $427,823 | | Gross profit | $219,592 | $231,619 | | Operating (loss) income | $(4,452) | $19,840 | | Net (loss) income | $(5,225) | $12,209 | | Diluted EPS | $(0.16) | $0.38 | Condensed Consolidated Statements of Cash Flows Net cash used in operating activities for the nine months ended October 30, 2022, was $51.0 million, primarily due to an $82.0 million increase in inventory Nine-Month Cash Flow Summary (in thousands) | Cash Flow Activity | Nine Months 2022 | Nine Months 2021 | | :--- | :--- | :--- | | 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) | - The significant cash used in operations was primarily driven by an $82.0 million increase in inventory during the first nine months of fiscal 202223136 Notes to Condensed Consolidated Financial Statements This section details accounting policies, revenue by channel, lease obligations, and the company's amended credit facility, operating as a single segment - The company operates as a lifestyle brand of men's and women's apparel and accessories through an omnichannel platform and reports as a single external segment2627 Revenue by Sales Channel (in thousands) | Channel | Q3 2022 | Q3 2021 | Nine Months 2022 | Nine Months 2021 | | :--- | :--- | :--- | :--- | :--- | | Direct-to-consumer | $90,999 | $85,200 | $254,000 | $258,830 | | Stores | $56,127 | $60,077 | $157,541 | $168,993 | | Total | $147,126 | $145,277 | $411,541 | $427,823 | - On July 8, 2022, the company amended its credit agreement, increasing the revolving commitment from $150 million to $200 million and extending the maturity date to July 8, 202754 Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) Management discusses financial results, noting a Q3 net sales increase but a significant profitability drop due to decreased gross margins and higher SG&A expenses amid economic uncertainties - The company is progressing on its "Big Dam Blueprint" strategy, which focuses on key areas such as a digital-first mindset, optimizing retail channels, evolving its multi-brand platform, and making investments to future-proof the business98 - Management notes that high inflation in the U.S. economy and the ultimate impact of COVID-19 remain uncertainties that could affect operational and financial performance100101 Results of Operations Q3 2022 net sales rose 1.3% to $147.1 million, but gross margin declined to 52.3% and SG&A expenses increased, resulting in a net loss of $6.2 million - Q3 net sales increased 1.3% to $147.1 million, while nine-month net sales decreased 3.8% to $411.5 million, with the latter driven by slower store traffic111119 - Q3 gross margin decreased to 52.3% from 57.6% year-over-year, primarily due to a higher mix of promotional sales114 - Q3 SG&A expenses increased 7.0% to $84.3 million, mainly due to increased digital advertising to drive brand awareness and higher depreciation from capital investments115116 Reconciliation of Net (Loss) Income to EBITDA and Adjusted EBITDA This section reconciles GAAP net income to non-GAAP EBITDA and Adjusted EBITDA, showing a sharp decline in Adjusted EBITDA for both Q3 and the nine-month period Adjusted EBITDA Reconciliation (in thousands) | Metric | Q3 2022 | Q3 2021 | Nine Months 2022 | Nine Months 2021 | | :--- | :--- | :--- | :--- | :--- | | Net (loss) income | $(6,243) | $2,763 | $(5,225) | $12,209 | | EBITDA | $1,021 | $12,377 | $20,877 | $42,721 | | Adjusted EBITDA | $1,747 | $12,982 | $22,877 | $44,333 | Liquidity and Capital Resources The company's liquidity relies on cash from operations and its credit facility, with $9.4 million in cash and planned capital expenditures of $35.0 million for fiscal 2022 - The company expects to spend approximately $35.0 million in fiscal 2022 on capital expenditures, primarily for investments in logistics optimization and information technology131 - Net cash used in operating activities for the first nine months of 2022 was $51.0 million, a significant reversal from $32.8 million provided in the prior year, mainly due to an $82.0 million increase in inventory134136 Item 3. Quantitative and Qualitative Disclosures About Market Risk No significant changes in market risks have occurred since the 2021 Form 10-K, with details on interest rate risk provided in Note 3 - There have been no significant changes in the market risks described in the company's 2021 Form 10-K147 Item 4. Controls and Procedures Management concluded that disclosure controls and procedures were effective as of October 30, 2022, with no material changes to internal control over financial reporting - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of October 30, 2022148 - No changes in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, internal controls149 Part II—Other Information Item 1. Legal Proceedings The company is not presently party to any legal proceedings expected to have a material adverse effect on its business - The company is not presently party to any legal proceedings expected to have a material adverse effect on its business150 Item 1A. Risk Factors There have been no material changes to the company's risk factors as previously disclosed in the fiscal 2021 Annual Report on Form 10-K - There have been no material changes to the company's risk factors as previously disclosed in the fiscal 2021 Annual Report on Form 10-K151 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company did not sell unregistered equity securities, only acquiring a small number of shares from employees for tax withholding upon restricted stock vesting Share Repurchases for Tax Withholding (Q3 2022) | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | Aug 1 - Aug 28, 2022 | 135 | $8.99 | | Aug 29 - Oct 2, 2022 | 64 | $7.07 | | Oct 3 - Oct 30, 2022 | 0 | N/A | | Total | 199 | $8.37 | Item 6. Exhibits This section provides an index of the exhibits filed with the Form 10-Q, which includes certifications from the Chief Executive Officer and Chief Financial Officer, as well as XBRL data files - The exhibits filed with this report include CEO and CFO certifications pursuant to SEC rules and the Sarbanes-Oxley Act, along with XBRL instance and taxonomy documents156