Item 2.02 Results of Operations and Financial Condition.
The following information, including Exhibit 99.1 hereto, referenced in this
Item 2.02, is being furnished pursuant to this Item 2.02 and shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, except as shall be expressly set forth
by specific reference in such filing.
On June 3, 2021, Duluth Holdings Inc. (the "Company" or "Duluth Trading") issued
a press release (the "Earnings Press Release") discussing, among other things,
its financial results for its fiscal first quarter ended May 3, 2021. A copy of
the Earnings Press Release is furnished as Exhibit 99.1 to this report.
Forward Looking Information
Certain matters discussed in this Current Report on Form 8-K and other oral and
written statements by representatives of the Company including, but not limited
to, the Company's ability to meet its fiscal 2021 expectations (including its
ability to increase net sales, adjusted EBITDA, and diluted EPS) and its ability
to execute on its growth strategies and its long-term growth targets, are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. You can identify forward-looking statements by
the use of words such as "may," "might," "will," "should," "expect," "plan,"
"anticipate," "could," "believe," "estimate," "project," "target," "predict,"
"intend," "future," "budget," "goals," "potential," "continue," "design,"
"objective," "would," and other similar expressions. The forward-looking
statements are not historical facts, and are based upon Duluth Trading's current
expectations, beliefs, estimates, and projections, and various assumptions, many
of which, by their nature, are inherently uncertain and beyond Duluth Trading's
control. Duluth Trading's expectations, beliefs and projections are expressed in
good faith, and Duluth Trading believes there is a reasonable basis for them.
However, there can be no assurance that management's expectations, beliefs,
estimates, and projections will result or be achieved and actual results may
vary materially from what is expressed in or indicated by the forward-looking
statements. Forward-looking statements are subject to risks and uncertainties
that could cause actual performance or results to differ materially from those
expressed in the forward-looking statements, including, among others, the risks,
uncertainties, and factors set forth under "Risk Factors" in the Company's
Annual Report on Form 10-K filed with the SEC on March 26, 2021 and other
factors as may be periodically described in Duluth Trading's subsequent filings
with the SEC. These risks and uncertainties include, but are not limited to, the
following: the prolonged effects of the COVID-19 on store traffic and
disruptions to our distribution network, supply chains and operations; our
ability to maintain and enhance a strong brand and sub-brand image; effectively
adapting to new challenges associated with our expansion into new geographic
markets; generating adequate cash from our existing stores to support our
growth; effectively relying on sources for merchandise located in foreign
markets; transportation delays and interruptions, including port congestion;
inability to timely and effectively obtain shipments of products from our
suppliers and deliver merchandise to our customers; the inability to maintain
the performance of a maturing store portfolio; the impact of changes in
corporate tax regulations; identifying and responding to new and changing
customer preferences; the success of the locations in which our stores are
located; our ability to attract and retain customers in the various retail
venues and locations in which our stores are located; competing effectively in
an environment of intense competition; our ability to adapt to significant
changes in sales due to the seasonality of our business; price reductions or
inventory shortages resulting from failure to purchase the appropriate amount of
inventory in advance of the season in which it will be sold or global market
constraints; increases in costs of fuel or other energy, transportation or
utility costs and in the costs of labor and employment; failure of our
information technology systems to support our current and growing business,
before and after our planned upgrades; and other factors that may be disclosed
in our SEC filings or otherwise. Forward-looking statements speak only as of the
date the statements are made. Duluth Trading assumes no obligation to update
forward-looking statements to reflect actual results, subsequent events or
circumstances or other changes affecting forward-looking information except to
the extent required by applicable securities laws.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are being furnished with this Current Report on Form 8-K.
Exhibit No. Description
99.1 Earnings Press Release, dated June 3, 2021
104 Cover Page Interactive Data File (embedded within the Inline
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