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Summary of Significant Accounting Policies (Policy) | 12 Months Ended
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Feb. 02, 2020
Summary of Significant Accounting Policies [Abstract] |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements consist of the accounts of Duluth Holdings Inc and TRI Holdings, LLC (“TRI”) as a variable interest entity. See Note 6 “Variable Interest Entities” for further information.
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition | Revenue Recognition The Company’s revenue primarily consists of the sale of apparel, footwear and hard goods. For the Company’s direct segment, revenues are recognized upon shipment following customer payment, which is when the customer obtains control of the product and has the ability to direct the use of the product, including, among other options, the ability to redirect the product to a different shipping destination. For the Company’s retail segment, revenues are recognized at the point of sale. The Company provides the customer the right of return on the product and revenue is adjusted based on an estimate of the expected returns based on historical rates as well as events that may cause changes to historical rates. See Note 5 “Accrued Expense and Other Liabilities” for the Company’s product returns reserve. The Company considers the sale of products in either the direct or retail segment as a single performance obligation. 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. A liability is recognized at the time a gift card is sold, and revenue is recognized at the time the gift card is redeemed for merchandise. See Note 9 “Contract Assets and Liabilities” for further information.
Cost of Goods Sold and Selling, General and Administrative Expenses | Cost of Goods Sold and Selling, General and Administrative Expenses The following table illustrates the primary costs classified in cost of goods sold and selling, general and administrative expenses: ﻿ ﻿
﻿ |  |  |  |
﻿Cost of Goods Sold |  | Selling, General and Administrative Expenses
﻿ | Direct cost of purchased merchandise |  |  | Payroll and payroll-related expenses
﻿ | Inventory shrinkage and inventory adjustments due to obsolescence |  |  | Third party logistics ("3PL")
﻿ | Inbound freight |  |  | Occupancy expenses related to stores and operations at the Company's headquarters, including utilities
﻿ | Freight from the Company's distribution centers to its stores |  |  | Depreciation and amortization
﻿ |  |  |  | Advertising expenses, including television advertising, catalog production and mailing and print advertising costs
﻿ |  |  |  | Freight associated with shipping product to customers
﻿ |  |  |  | Consulting and professional fees
﻿
Catalog and Advertising Expenses |
﻿ |  |  |  |
﻿Cost of Goods Sold |  | Selling, General and Administrative Expenses
﻿ | Direct cost of purchased merchandise |  |  | Payroll and payroll-related expenses
﻿ | Inventory shrinkage and inventory adjustments due to obsolescence |  |  | Third party logistics ("3PL")
﻿ | Inbound freight |  |  | Occupancy expenses related to stores and operations at the Company's headquarters, including utilities
﻿ | Freight from the Company's distribution centers to its stores |  |  | Depreciation and amortization
﻿ |  |  |  | Advertising expenses, including television advertising, catalog production and mailing and print advertising costs
﻿ |  |  |  | Freight associated with shipping product to customers
﻿ |  |  |  | Consulting and professional fees
Catalog and Advertising Expenses The Company’s direct-response advertising consists of producing, printing and mailing catalogs, which are expensed upon receipt by customers. The Company’s non-direct response advertising costs are expensed as they are incurred. Non-direct response advertising costs primarily consist of billboards, web marketing programs, social media and radio and television advertisements. Catalog and advertising expenses were $93.9 million, $95.2 million and $88.6 million for fiscal 2019, fiscal 2018 and fiscal 2017, respectively.
Shipping and Processing | Shipping and Processing Shipping and processing revenue generated from customer orders has been classified as a component of net sales. Shipping and processing expense, including handling expense, has been classified as a component of selling, general and administrative expenses. The Company incurred shipping and processing expenses of $31.3 million, $31.4 million and $28.1 million for fiscal 2019, fiscal 2018 and fiscal 2017, respectively.
Income Taxes | Income Taxes The Company accounts for income taxes and related accounts using the liability method in accordance with ASC Topic 740, Income Taxes (“ASC 740”). Under ASC 740, the Company accrues income taxes payable or refundable and recognizes deferred tax assets and liabilities based on differences between U.S. GAAP and tax bases of assets and liabilities. The Company measures deferred tax assets and liabilities using enacted tax rates in effect for the years in which the differences are expected to reverse, and recognizes the effect of a change in enacted rates in the period of enactment. A valuation allowance is established if it is more likely than not that some portion or all of the deferred income tax asset will not be realized. The Company establishes assets and liabilities for uncertain tax positions taken or expected to be taken in income tax returns, using a more-likely-than-not recognition threshold. The Company recognizes penalties and interest related to uncertain tax positions as income tax expense. See Note 10 “Income Taxes,” of these Notes to Consolidated Financial Statements for further discussion.
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. At various times during the year, the Company has certain cash balances deposited in financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and management believes it is not exposed to any significant credit risk.
Restricted Cash | Restricted Cash The Company’s restricted cash is held in an escrow account and is used to pay some portion of the construction costs entered into by the Company and certain of its third party landlords (the “Landlords”) in connection with some of the Company’s retail store leases. The restricted cash is disbursed based on the escrow agreement entered into by and among the Landlords, the Company and the escrow agent. The following table provides a reconciliation of cash and restricted cash reported within the Consolidated Balance Sheet that sum to the total of the same such amounts shown in the Consolidated Statement of Cash Flows. ﻿ ﻿
﻿ |  |  |  |  |  |
﻿ |  | February 2, 2020 |  | February 3, 2019
﻿(in thousands) |  |  |  |  |  |
﻿Cash |  | $ | 538 |  | $ | 731
﻿Restricted Cash |  |  | 51 |  |  | 2,354
﻿Total cash and restricted cash shown in the condensed consolidated statement of cash flows |  | $ | 589 |  | $ | 3,085
﻿
Significant Suppliers | Significant Suppliers The Company’s principal supplier of inventory accounted for 54%, 52% and 50% of total inventory expenditures in fiscal 2019, fiscal 2018 and fiscal 2017, respectively. The Company also had a second supplier that accounted for 12%, 15% and 18% of total inventory expenditures in fiscal 2019, fiscal 2018 and fiscal 2017, respectively.
Inventory Valuation | Inventory Valuation Inventory, consisting of purchased product, is valued at the lower of cost and 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. During fiscal 2019, the methodology to estimate inventory obsolescence was enhanced to align with the Company’s continued execution of its omni-channel strategy that no longer predominately relies on outlet stores to sell excess and slow-moving inventory. The enhanced methodology is primarily based on inventory aging reports and incorporates both historical trends and estimates of future sale prices. Both estimates have calculations that require the Company to make assumptions and apply judgement regarding a number of factors, including market conditions, the selling environment, historical results and current inventory trends. The Company has not made any material changes to assumptions included in the calculation of the shrinkage reserve as of fiscal 2019, fiscal 2018 or fiscal 2017. The Company records an inventory reserve for the anticipated loss associated with selling inventories below cost. Inventory reserve for excess and obsolete items was $1.8 million and $2.4 million as of February 2, 2020 and February 3, 2019, respectively.
Property and Equipment | Property and Equipment Property and equipment consist of the following: ﻿ ﻿
﻿ |  |  |  |  |  |
﻿ |  |  |  |  |  |
﻿ |  | February 2, 2020 |  | February 3, 2019
﻿(in thousands) |  |  |  |  |  |
﻿Land and land improvements |  | $ | 4,486 |  | $ | 4,486
﻿Leasehold improvements |  |  | 42,518 |  |  | 32,765
﻿Buildings |  |  | 35,903 |  |  | 71,469
﻿Vehicles |  |  | 161 |  |  | 161
﻿Warehouse equipment |  |  | 14,219 |  |  | 13,051
﻿Office equipment and furniture |  |  | 48,274 |  |  | 36,473
﻿Computer equipment |  |  | 7,432 |  |  | 5,072
﻿Software |  |  | 26,538 |  |  | 24,939
﻿ |  |  | 179,531 |  |  | 188,416
﻿Accumulated depreciation and amortization |  |  | (53,255) |  |  | (34,203)
﻿ |  |  | 126,276 |  |  | 154,213
﻿Construction in progress |  |  | 10,795 |  |  | 12,896
﻿Property and equipment, net |  | $ | 137,071 |  | $ | 167,109
﻿ The Company recorded depreciation expense of $2 2.1 million, $12.6 million and $7.3 million for fiscal 2019, fiscal 2018 and fiscal 2017, respectively. The Company expenses all routine repair and maintenance costs that do not extend the estimated useful life of the asset. Property and equipment are carried at cost and are generally depreciated using the straight-line method over the estimated useful lives. Leasehold improvements are depreciated over the shorter of the lease term or estimated useful life. Depreciable lives by major classification are as follows: ﻿ ﻿
﻿ |  |  |  |
﻿ |  | Years
﻿Land improvements |  | 15 | - | 40
﻿Leasehold improvements |  | 3 | - | 15
﻿Buildings |  |  |  | 39
﻿Vehicles |  | 5 | - | 10
﻿Warehouse equipment |  | 5 | - | 15
﻿Office equipment and furniture |  | 3 | - | 15
﻿Computer equipment |  | 3 | - | 5
﻿Software |  | 3 | - | 7
﻿
Goodwill | Goodwill Goodwill represents the excess of purchase price over the fair value of net assets acquired. ASC Topic 350, Intangibles-Goodwill and Other, requires that goodwill be tested for impairment annually, or more often if an event or circumstance indicates that an impairment loss may have been incurred. The Company’s management uses its judgment in assessing whether goodwill may have become impaired between annual impairment tests. Indicators such as unexpected adverse business conditions, economic factors, competitive activities, loss of key personnel and acts by governments may signal that an asset has become impaired. Total goodwill is reported in the Company’s direct segment. Management performed a qualitative assessment of goodwill as of December 31, 2019, 2018 and 2017, and determined that it was more likely than not that the fair value of the Company was greater than its carrying amount; as such, no further evaluation of goodwill was deemed necessary. No impairment was recognized for the years ended February 2, 2020, February 3, 2019 or January 28, 2018. Goodwill was $0.4 million as of February 2, 2020 and February 3, 2019.
Other Assets | ﻿ Other Assets Other assets include loan origination fees and trade names which are amortized over their estimated useful lives ranging from three to fifteen years. Other assets also include security deposits required by certain of the Company’s lease agreements and prepaid expenses which are not expected to be amortized within the next 12 months. Amortization expense was $0.1 million for each fiscal 2019, fiscal 2018 and fiscal 2017. Accumulated amortization was $0.5 million and $0.4 million as of February 2, 2020 and February 3, 2019, respectively. Scheduled future amortization of amortizable other assets are as follows as of February 2, 2020: ﻿ ﻿
﻿ |  |  |
﻿ |  |  |
﻿Fiscal year |  |  |
﻿(in thousands) |  |  |
﻿2020 |  | $ | 136
﻿2021 |  |  | 136
﻿2022 |  |  | 136
﻿2023 |  |  | 56
﻿2024 |  |  | 18
﻿Thereafter |  |  | 44
﻿ |  | $ | 526
﻿
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and the carrying value of the asset or group of assets. Such analyses necessarily involve judgment. For fiscal 2019, fiscal 2018 and fiscal 2017, management did not identify any events or changes in circumstances that indicated the potential impairment of long-lived assets.
Store Pre-opening Costs | Store Pre-opening Costs Store pre-opening costs are expensed as incurred and are included in selling, general and administrative expenses.
Stock-Based Compensation | Stock-Based Compensation 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, shares, restricted stock, restricted stock units, deferred stock and performance share units, using or based on the Company’s Class B common stock. The Company accounts for its stock-based compensation plan in accordance with ASC Topic 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. Restricted stock issued to board members generally vests over a period of one year. Restricted stock issued to key employees and executives typically vests over a period of three to five years based on the terms for each individual award. The fair value of the restricted stock is determined based on the market value of the Company’s Class B common stock on the grant date. Restricted stock forfeitures are recognized as incurred. Total stock compensation expense associated with restricted stock recognized by the Company was $0.5 million, $1.6 million and $1.6 million for fiscal 2019, fiscal 2018 and fiscal 2017, respectively, and is included in selling, general and administrative expenses on the Consolidated Statements of Operations. The following is a summary of the activity in the Company’s un-vested restricted stock during the years ended February 2, 2020, February 3, 2019, and January 28, 2018: ﻿ ﻿
﻿ |  |  |  |  |
﻿ |  |  |  |  |
﻿ |  |  |  | Weighted average
﻿ |  |  |  | grant date
﻿ |  |  |  | fair value
﻿ |  | Shares |  | per share
﻿Outstanding at January 29, 2017 |  | 794,712 |  | $ | 4.34
﻿ Granted |  | 110,878 |  |  | 19.54
﻿ Vested |  | (347,825) |  |  | 3.04
﻿ Forfeited |  | (21,294) |  |  | 22.31
﻿Outstanding at January 28, 2018 |  | 536,471 |  |  | 7.60
﻿ Granted |  | 130,179 |  |  | 18.46
﻿ Vested |  | (323,958) |  |  | 4.19
﻿ Forfeited |  | (21,035) |  |  | 18.07
﻿Outstanding at February 3, 2019 |  | 321,657 |  |  | 14.29
﻿ Granted |  | 165,730 |  |  | 17.67
﻿ Vested |  | (61,647) |  |  | 18.90
﻿ Forfeited |  | (233,646) |  |  | 12.65
﻿Outstanding at February 2, 2020 |  | 192,094 |  | $ | 17.71
﻿ At February 2, 2020, the Company had unrecognized compensation expense of $2.0 million related to the restricted stock awards, which is expected to be recognized over a weighted average period of 2.7 years.
Treasury Stock | Treasury Stock Treasury stock consists of shares withheld in lieu of tax payments when restricted stock vests using the treasury cost method and is classified in the Consolidated Balance Sheets as a reduction to shareholders’ equity.
Taxes Collected from Customers | Taxes Collected from Customers The Company presents all non-income government-assessed taxes (sales, use and value-added taxes) collected from its customers and remitted to governmental agencies on a net basis (excluded from revenue) in its consolidated financial statements.
Other Comprehensive Income or Loss | Other Comprehensive Income or Loss Other comprehensive income or loss represents the change in equity from non-shareholder or non-member transactions, which is not included in the statements of earnings but is reported as a separate component of shareholders’ equity. For fiscal 2019, other comprehensive income or loss consists of changes in unrealized gains and losses on available-for-sale securities, net of taxes.
Fair Value Measurements | Fair Value Measurements 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 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. The following table presents the amortized cost, fair value, and the corresponding amount of gross unrealized gains and losses recognized in accumulated other comprehensive income of the Company’s available-for-sale security as of February 2, 2020. ﻿ ﻿
﻿ |  |  |  |  |  |  |  |  |  |  |  |
﻿ |  | February 2, 2020
﻿ |  | Cost or |  | Gross |  | Gross |  |
﻿ |  | Amortized |  | Unrealized |  | Unrealized |  | Estimated
﻿ |  | Cost |  | Gains |  | Losses |  | Fair Value
﻿(in thousands) |  |  |  |  |  |  |  |  |  |  |  |
﻿Level 3 security: |  |  |  |  |  |  |  |  |  |  |  |
﻿Corporate trust |  | $ | 6,178 |  | $ | 254 |  | $ |  |  | $ | 6,432
As of February 3, 2019, the $6.3 million amortized cost of the Company’s available-for-sale security approximated its fair value. The following table presents the future receipts related to the Company’s available-for-sale security by contractual maturity as of February 2, 2020. ﻿ ﻿
﻿ |  |  |  |  |  |
﻿ |  | Amortized |  | Estimated
﻿ |  | Cost |  | Fair Value
﻿(in thousands) |  |  |  |
﻿Within one year |  | $ | 131 |  | $ | 145
﻿After one year through five years |  |  | 910 |  |  | 978
﻿After five years through ten years |  |  | 1,438 |  |  | 1,505
﻿After ten years |  |  | 3,699 |  |  | 3,804
﻿Total |  | $ | 6,178 |  | $ | 6,432
The carrying values and fair values of other financial instruments in the Consolidated Balance Sheets are as follows: ﻿ ﻿
﻿ |  |  |  |  |  |  |  |  |  |  |  |
﻿ |  | February 2, 2020 |  | February 3, 2019
﻿(in thousands) |  |  | Carrying Amount |  |  | Fair Value |  |  | Carrying Amount |  |  | Fair Value
﻿TRI Long-term debt, including short-term portion |  | $ | 28,335 |  | $ | 30,238 |  | $ | 28,751 |  | $ | 27,637
The above long-term debt, including short-term portion is attributable to the consolidation of TRI in accordance with ASC Topic 810, Consolidation. The value was also based on a discounted cash flow method (Level 3). As of February 2, 2020, and February 3, 2019, the carrying values of the long-term delayed draw term loan and long-term line of credit both approximated its fair value.
Reclassifications | Reclassifications Certain reclassifications have been made to the 2018 financial statements in order to conform to the 2019 presentation. There were no changes to previously reported shareholders' equity or net income as a result of the reclassifications.

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