SEC Comment Letter 0000000000-24-000570 to DULUTH HOLDINGS INC. (DLTH) (CIK 0001649744) (DLTH)
DULUTH HOLDINGS INC. (DLTH) (CIK 0001649744)
Date: Jan. 17, 2024 · CIK: 0001649744 · Accession: 0000000000-24-000570
AI Filing Summary & Sentiment
File numbers found in text: 001-37641
Letter
United States securities and exchange commission logo January 17, 2024 Michael Murphy Vice President and Interim Chief Financial Officer Duluth Holdings, Inc. 201 East Front Street Mount Horeb, WI 53572 Re:Duluth Holdings, Inc. Form 10-K for the Fiscal Year Ended January 29, 2023 Item 2.02 Form 8-K filed November 30, 2023 File No. 001-37641 Dear Michael Murphy: We have reviewed your filings and have the following comment(s). Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Item 2.02 Form 8-K filed November 30, 2023 Exhibit 99.1 Summary of the Third Quarter Ended October 29, 2023, page 1 1.In your press release, you disclose the Non-GAAP measures, Adjusted EBITDA and Free Cash Flow. Please disclose the most comparable GAAP measures, Net Loss and Net Cash Used in Operating Activities, with equal or greater prominence. Refer to the guidance in Item 10(e)(1)(i)(A) of Regulation S-K, Regulation G, and Question 102.10(a) of our Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
FirstName LastNameMichael Murphy Comapany NameDuluth Holdings, Inc. January 17, 2024 Page 2 FirstName LastName Michael Murphy Duluth Holdings, Inc. January 17, 2024 Page 2 Please contact Blaise Rhodes at 202-551-3774 or Keira Nakada at 202-551-3659 if you have questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
January 17, 2024
Michael Murphy
Vice President and Interim Chief Financial Officer
Duluth Holdings, Inc.
201 East Front Street
Mount Horeb, WI 53572
Re:Duluth Holdings, Inc.
Form 10-K for the Fiscal Year Ended January 29, 2023
Item 2.02 Form 8-K filed November 30, 2023
File No. 001-37641
Dear Michael Murphy:
We have reviewed your filings and have the following comment(s).
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Item 2.02 Form 8-K filed November 30, 2023
Exhibit 99.1
Summary of the Third Quarter Ended October 29, 2023, page 1
1.In your press release, you disclose the Non-GAAP measures, Adjusted EBITDA and Free
Cash Flow. Please disclose the most comparable GAAP measures, Net Loss and Net Cash
Used in Operating Activities, with equal or greater prominence. Refer to the guidance in
Item 10(e)(1)(i)(A) of Regulation S-K, Regulation G, and Question 102.10(a) of our
Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
FirstName LastNameMichael Murphy
Comapany NameDuluth Holdings, Inc.
January 17, 2024 Page 2
FirstName LastName
Michael Murphy
Duluth Holdings, Inc.
January 17, 2024
Page 2
Please contact Blaise Rhodes at 202-551-3774 or Keira Nakada at 202-551-3659 if you
have questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services