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Subsequent Events
9 Months Ended
Nov. 01, 2015
Subsequent Events [Abstract]  
Subsequent Events

12    SUBSEQUENT EVENTS

On November 4, 2015, the Company effectuated a 3,738-for-one stock split on all shares of Class A common stock and Class B common stock. All share and per share data have been retroactively restated in the accompanying condensed consolidated financial statements to give effect to a 3,738-for-one stock split, which became effective November 4, 2015.

Prior to November 25, 2015 the Company was taxed as an “S” corporation for federal income tax purposes under Section 1362 of the Code, and therefore was not subject to federal and state income taxes. On November 25, 2015, the Company’s “S” corporation status terminated, and the Company became subject to corporate-level federal and state income taxes at prevailing corporate rates. As a result of the conversion to a “C” corporation, the Company recorded an increase in current deferred tax assets of $1.9 million and an increase in noncurrent deferred tax liabilities of $1.2 million. In connection with the IPO, the Company’s Board of Directors declared a final distribution to shareholders who were shareholders immediately prior to the IPO, including some of the Company’s directors and officers, relating to the termination of the “S” corporation status in an amount equal to 100% of the Company’s cumulative undistributed taxable income from the date of its formation through November 25, 2015, which is currently estimated to be $51.1 million. The final “S” corporation distribution will include an amount of income based on the expected results of operations for the full 2015 calendar year, which is the Company’s 2015 tax year, prorated from January 1, 2015 through the date of conversion to a “C” corporation, unless otherwise required by law. This prorated amount may be increased based on the actual results of operations for the 2015 calendar year. The Company used a portion of the net proceeds from the IPO to repay borrowings under a short-term note in the aggregate principal amount of $46.3 million, which were used to fund part of this final distribution, and the Company intends to fund the balance of this final distribution with cash on hand, the revolving line of credit or the net proceeds of the IPO.

On November 25, 2015, the Company completed its IPO in which it issued and sold 7,666,667 shares of its Class B common stock, which includes 1,000,000 shares of Class B common stock issued pursuant to the underwriters’ option to purchase additional shares, at a price to the public of $12.00 per share, less the underwriting discount. The Company received net proceeds of approximately $83.7 million after deducting the underwriting discount of $6.4 million and related fees and expenses of approximately $1.9 million. As described above, the Company used $46.3 million of the net proceeds from the IPO to pay in full the amount previously borrowed from a bank to pay a portion of the distribution of 100% of the cumulative undistributed taxable earnings to its then existing shareholders from the date of its formation through the date of termination of its “S” corporation status.

In connection with the IPO, the Company adopted the 2015 Equity Incentive Plan of Duluth Holdings Inc. (“2015 Plan”), which provides compensation alternatives such as stock options, restricted stock awards, restricted stock units, deferred stock and performance share units, using or based on the Company’s Class B common stock. The 2015 Plan is administered by the Company’s compensation committee, and the compensation committee has the full power and authority to select the participants to whom awards are granted, subject to the provisions of the 2015 Plan. The Company has reserved 1,614,631 shares of Class B common stock for the issuance of awards under the 2015 Plan. On the first day of the first four fiscal years following the IPO, the number of shares reserved for future issuance under the 2015 Plan will increase by 1.25% of the number of Class A and Class B common stock outstanding on the last day of the immediately preceding fiscal year.

On November 25, 2015, the Company granted an aggregate of 23,331 restricted shares of Class B common stock to its seven non-employee directors under the 2015 Plan. These shares vest on November 25, 2016. The grant date fair value of these awards totaled approximately  $0.3 million and the Company is recognizing the expense relating to these awards on a straight line basis through the vesting date.