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Summary of Significant Accounting Policies (Policy) | 12 Months Ended
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Jan. 28, 2024
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. Revenue for merchandise that is shipped to our customers from our fulfillment centers and stores is 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. Store revenue is 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. 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 8 “Revenue” 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 |  | · | Occupancy expenses related to stores and operations at the Company's headquarters, including utilities
· | Inbound freight |  | · | Depreciation and amortization
· | Freight from the Company's fulfillment centers to its stores |  | · | Advertising expenses including: digital, television, and social media advertising; catalog production and mailing; and print advertising costs
|  |  | · | Freight associated with shipping product to customers
|  |  | · | Consulting and professional fees
Advertising and Catalog Expenses | Advertising and Catalog Expenses The Company’s advertising and catalog expense primarily consists of web marketing programs, social media and radio and television advertisements, which are expensed as they are incurred. The Company’s direct-response advertising consists of producing, printing and mailing catalogs, which are expensed upon receipt by customers. Advertising and Catalog expenses were $69.0 million and $76.3 million for fiscal 2023 and fiscal 2022, 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 $47.2 million and $44.0 million for fiscal 2023 and fiscal 2022, respectively.
Income Taxes | Income Taxes The Company accounts for income taxes and related accounts using the asset/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 9 “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.
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers short-term investments with original maturities of three months or less when purchased to be cash equivalents. As of January 29, 2023, Cash and cash equivalents consisted of cash, amounts receivable from credit card issuers and money market funds. Amounts receivable from credit card issuers are typically converted to cash within 2 to 4 days of the original sales transaction and are considered to be cash equivalents.
Significant Suppliers | Significant Suppliers The Company’s principal supplier of inventory accounted for 59% and 56% of total inventory expenditures in fiscal 2023 and fiscal 2022, respectively. The Company also had a second supplier that accounted for 10% and 11% of total inventory expenditures in fiscal 2023 and fiscal 2022, respectively.
Inventories | Inventories Inventory consists of finished goods stated at the lower of cost or net realizable value, with cost determined using the first-in, first-out valuation method. The Company records an inventory reserve for the anticipated loss associated with selling inventories below cost. Inventory reserve for excess, obsolete items and shrinkage was $1.4 million and $1.8 million as of January 28, 2024 and January 29, 2023, respectively.
Property and Equipment | Property and Equipment Property and equipment consist of the following:
|  | January 28, 2024 |  | January 29, 2023
(in thousands) |  |  |  |  |  |
Land and land improvements |  | $ | 4,486 |  | $ | 4,486
Leasehold improvements |  |  | 56,850 |  |  | 49,450
Buildings |  |  | 36,191 |  |  | 36,183
Vehicles |  |  | 121 |  |  | 161
Warehouse equipment |  |  | 66,481 |  |  | 25,951
Office equipment and furniture |  |  | 54,294 |  |  | 53,713
Computer equipment |  |  | 11,142 |  |  | 9,185
Software |  |  | 39,923 |  |  | 36,260
|  |  | 269,488 |  |  | 215,389
Accumulated depreciation and amortization |  |  | (140,551) |  |  | (115,026)
|  |  | 128,937 |  |  | 100,363
Construction in progress |  |  | 3,781 |  |  | 16,164
Property and equipment, net |  | $ | 132,718 |  | $ | 116,527
The Company recorded depreciation expense of $28.0 million and $26.7 million for fiscal 2023 and fiscal 2022, respectively. The Company expenses as incurred 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 generally are as follows:
|  | Years
Land improvements |  |  |  | 15
Leasehold improvements |  | 3 | - | 15
Buildings |  |  |  | 39
Vehicles |  |  |  | 5
Warehouse equipment |  | 7 | - | 10
Office equipment and furniture |  | 7 | - | 10
Computer equipment |  | 3 | - | 5
Software |  | 3 | - | 5
Prepaid Expenses and Other Assets | Prepaid Expenses and Other Assets Prepaid expenses and other assets consist of the following:
|  | January 28, 2024 |  | January 29, 2023
(in thousands) |  |  |  |  |  |
Prepaid expenses & other current assets |  |  |  |  |  |
Pending returns inventory, net |  | $ | 2,778 |  | $ | 2,373
Current software hosting implementation costs, net |  |  | 3,353 |  |  | 3,074
Other prepaid expenses |  |  | 10,357 |  |  | 9,707
Prepaid expenses & other current assets |  | $ | 16,488 |  | $ | 15,154
Other assets, net |  |  |  |  |  |
Goodwill |  | $ | 402 |  | $ | 402
Intangible assets, net |  |  | 436 |  |  | 450
Non-current software hosting implementation costs |  |  | 6,705 |  |  | 6,148
Other assets, net |  |  | 1,477 |  |  | 1,727
Other assets, net |  | $ | 9,020 |  | $ | 8,727
Software Hosting Implementation Costs | Software Hosting Implementation Costs Software hosting implementation costs includes costs of implementation activities of certain cloud computing arrangements in accordance with Accounting Standards Update No. 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40). Amortization expense was $5.0 million and $3.6 million for fiscal 2023 and fiscal 2022, respectively. Accumulated amortization was $10.4 million and $5.4 million for fiscal 2023 and fiscal 2022, respectively. See Note 12 “Recent Accounting Pronouncements” for more information.
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. Management performed its annual qualitative assessment of goodwill as of December 31, 2023 and 2022, which included assessed factors such as macroeconomic conditions, industry and market considerations, cost factors and overall financial performance 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 January 28, 2024 or January 29, 2023.
Intangible Assets and Other Assets | Intangible Assets and Other Assets Intangible assets and other assets include loan origination fees and trade names which are amortized over their estimated useful lives ranging from three years to fifteen years. Other assets also primarily include security deposits required by certain of the Company’s lease agreements and prepaid expenses. Amortization expense was $0.2 million for fiscal 2023 and fiscal 2022. Accumulated amortization was $1.0 million and $0.8 million as of January 28, 2024 and January 29, 2023, respectively. Scheduled future amortization of amortizable other assets is as follows as of January 28, 2024:
Fiscal year |  |  |
(in thousands) |  |  |
2024 |  | $ | 191
2025 |  |  | 157
2026 |  |  | 92
2027 |  |  | 22
2028 |  |  | 2
Thereafter |  |  | 6
|  | $ | 470
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company’s long-lived assets are reviewed for impairment during the fourth quarter, or 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 2023, 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 years 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 $4.2 million and $2.7 million for fiscal 2023 and fiscal 2022, 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 unvested restricted stock during the years ended January 28, 2024 and January 29, 2023:
|  |  |  | Weighted average
|  |  |  | grant date
|  |  |  | fair value
|  | Shares |  | per share
Outstanding at January 30, 2022 |  | 405,334 |  |  | 13.54
Granted |  | 392,497 |  |  | 10.99
Vested |  | (124,773) |  |  | 13.44
Forfeited |  | (54,286) |  |  | 12.20
Outstanding at January 29, 2023 |  | 618,772 |  |  | 12.05
Granted |  | 1,168,316 |  |  | 6.51
Vested |  | (164,116) |  |  | 12.22
Forfeited |  | (255,702) |  |  | 5.73
Outstanding at January 28, 2024 |  | 1,367,270 |  | $ | 8.77
At January 28, 2024, the Company had unrecognized compensation expense of $6.4 million related to the restricted stock awards, which is expected to be recognized over a weighted average period of 2.3 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 | Other Comprehensive Income 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 2023 and fiscal 2022, other comprehensive income consists of changes in unrealized gains and losses on the Company’s available-for-sale security, 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 are 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 Company’s assets and liabilities measured at fair value are categorized as Level 1 or Level 3 instruments. The fair value of the Company’s money market account is obtained from real-time quotes for transactions in active exchange markets involving identical assets (Level 1). 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. During fiscal 2023, certain changes in the inputs did impact the fair value of the available-for-sale security. The calculated fair value is based on estimates that are subjective in nature and involve uncertainties and matters of significant judgement and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. The amortized cost and fair value of the Company’s money market account and available-for-sale security along with the corresponding amount of gross unrealized gains and losses recognized in accumulated other comprehensive income are as follows.
|  | January 28, 2024
|  | Cost or |  | Gross |  | Gross |  |
|  | Amortized |  | Unrealized |  | Unrealized |  | Estimated
|  | Cost |  | Gains |  | Losses |  | Fair Value
(in thousands) |  |  |  |  |  |  |  |  |  |  |  |
Level 1 security: |  |  |  |  |  |  |  |  |  |  |  |
Money market funds |  | $ | 28,396 |  | $ | — |  | $ | — |  | $ | 28,396
Level 3 security: |  |  |  |  |  |  |  |  |  |  |  |
Corporate trust |  | $ | 5,556 |  | $ | — |  | $ | (570) |  | $ | 4,986
|  | January 29, 2023
|  | Cost or |  | Gross |  | Gross |  |
|  | Amortized |  | Unrealized |  | Unrealized |  | Estimated
|  | Cost |  | Gains |  | Losses |  | Fair Value
(in thousands) |  |  |  |  |  |  |  |  |  |  |  |
Level 1 security: |  |  |  |  |  |  |  |  |  |  |  |
Money market funds |  | $ | 25,031 |  | $ | — |  | $ | — |  | $ | 25,031
Level 3 security: |  |  |  |  |  |  |  |  |  |  |  |
Corporate trust |  | $ | 5,737 |  | $ | — |  | $ | (198) |  | $ | 5,539
The Company does not intend to sell the available-for-sale-security in the near term and does not believe that it will be required to sell the security. The Company reviews its security on a quarterly basis to monitor its exposure to other-than-temporary impairment. No other-than-temporary impairment was recorded in the Consolidated Statements of Operations in fiscal 2023 or fiscal 2022. The following table presents the future receipts related to the Company’s available-for-sale security by contractual maturity as of January 28, 2024.
|  | Amortized |  | Estimated
|  | Cost |  | Fair Value
(in thousands) |  |  |  |
Within one year |  | $ | 200 |  | $ | 161
After one year through five years |  |  | 1,320 |  |  | 1,127
After five years through ten years |  |  | 1,984 |  |  | 1,791
After ten years |  |  | 2,052 |  |  | 1,907
Total |  | $ | 5,556 |  | $ | 4,986
The carrying values and fair values of other financial instruments in the Consolidated Balance Sheets are as follows:
|  | January 28, 2024 |  | January 29, 2023
(in thousands) |  |  | Carrying Amount |  |  | Fair Value |  |  | Carrying Amount |  |  | Fair Value
TRI Long-term debt, including short-term portion |  | $ | 25,988 |  | $ | 23,554 |  | $ | 26,681 |  | $ | 26,172
The above long-term debt, including the short-term portion is attributable to the consolidation of TRI in accordance with ASC Topic 810, Consolidation. The fair value was also based on a discounted cash flow method (Level 3) based on credit information and an estimate of future cash flows.

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