Destination XL Group Files 10-K/A Amendment

TL;DR

DXLG filed an amended 10-K for FY24, check for updated financials.

AI Summary

Destination XL Group, Inc. filed an amendment (10-K/A) to its annual report for the fiscal year ended February 3, 2024. This filing provides updated information and disclosures related to the company's operations and financial performance. The company, previously known as Casual Male Retail Group Inc., is incorporated in Delaware and headquartered in Canton, MA.

Why It Matters

This amendment to the annual report provides updated financial and operational details for Destination XL Group, Inc., which is crucial for investors and stakeholders to assess the company's current standing.

Risk Assessment

Risk Level: low — This is a routine amendment to an annual report, not indicating new or elevated risks.

Key Players & Entities

• DESTINATION XL GROUP, INC. (company) — Registrant
• February 3, 2024 (date) — Fiscal year end
• CASUAL MALE RETAIL GROUP INC (company) — Former company name
• 555 TURNPIKE STREET (location) — Principal executive offices address
• CANTON (location) — City of principal executive offices
• MA (location) — State of principal executive offices
• 02021 (location) — Zip code of principal executive offices

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share DXLG The Nasdaq Stock Mar
• $27.9 million — ge our operating expenses, resulting in $27.9 million of net income and an adjusted EBITDA ma
• $2.4 m — units, with a grant date fair value of $2.4 million, that were granted to Mr. Kanter

Filing Documents

• dxlg-20240203.htm (10-K/A) — 1746KB
• dxlg-ex31_1.htm (EX-31.1) — 7KB
• dxlg-ex31_2.htm (EX-31.2) — 7KB
• img233768835_0.jpg (GRAPHIC) — 73KB
• img233768835_1.jpg (GRAPHIC) — 85KB
• img233768835_2.jpg (GRAPHIC) — 140KB
• img233768835_3.jpg (GRAPHIC) — 264KB
• img233768835_4.jpg (GRAPHIC) — 96KB
• img233768835_5.jpg (GRAPHIC) — 127KB
• 0000950170-24-067916.txt ( ) — 3729KB
• dxlg-20240203.xsd (EX-101.SCH) — 44KB
• dxlg-20240203_htm.xml (XML) — 9KB

Executive Compensation

Executive Compensation 7 ITEM 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 33 ITEM 13. Certain Relationships and Related Transactions, and Director Independence 36 ITEM 14. Principal Accountant Fees and Services 36 PART IV ITEM 15. Exhibits and Financial Statement Schedules 38

SIGNATURES

SIGNATURES 39 2 PART III.

Directors, Exec utive Officers and Corporate Governance

Item 10. Directors, Exec utive Officers and Corporate Governance Set forth below is certain information regarding our current directors, including information furnished by them as to their principal occupations and business experience for the past five years, certain directorships held by each director within the past five years, their respective ages as of May 15, 2024, current committee membership, and the year in which each became a director of our Company: Name Age Director Since Audit Compensation Nominating and Corporate Governance Cybersecurity and Data Privacy Lionel F. Conacher, Chairman of the Board and Director 61 2018 C X Harvey S. Kanter, President and Chief Executive Officer and Director 62 2019 Carmen R. Bauza, Director 62 2021 X X Jack Boyle, Director 56 2017 X C Willem Mesdag, Director 70 2014 X C Ivy Ross, Director 68 2013 X C Elaine K. Rubin, Director 61 2021 X X C= current member and committee chairperson X= current member of the committee Lionel F. Conacher has been a director since June 2018 and became Chairman of the Board on August 12, 2020. Since September 2021, Mr. Conacher has served as a member of the board of directors for Better Choice Company Inc., a publicly traded company and served as a member of its audit committee from November 2021 until September 2022. From September 2022 until May 2023, he served as its interim chief executive officer. Mr. Conacher was a managing partner of Next Ventures, GP from August 2018 until February 2021. From January 2011 to June 2018, Mr. Conacher was a senior advisor for Altamont Capital Partners LLC ("ACP"), a private equity firm. Prior to joining ACP, from April 2008 until July 2010, Mr. Conacher was the president and chief operating officer of Thomas Weisel Partners, an investment bank. Additionally, Mr. Conacher served as the chairman of Wunderlich Securities, an investee company of ACP, from December 2013 u

Executive Compensation

Item 11. Executive Compensation Compensation Discu ssion and Analysis Executive Summary This Compensation Discussion and Analysis provides a summary of our executive compensation philosophy and programs, and discusses the compensation paid to our Chief Executive Officer ("CEO"), our Chief Financial Officer ("CFO") and certain of our other executive officers who served in fiscal 2023 (collectively, our "Named Executive Officers"). Our Named Executive Officers for fiscal 2023 were: Harvey S. Kanter, President, CEO and Director Peter H. Stratton, Jr., Executive Vice President, CFO and Treasurer Anthony J. Gaeta, Chief Stores and Real Estate Officer Robert S. Molloy, General Counsel and Secretary Allison Surette, Chief Merchandising Officer Fiscal 2023 Financial and Executive Compensation Highlights Fiscal 2023 proved to be a challenging year as uncertainty about the economy grew during the year, directly impacting the apparel retail market. The resulting decrease in consumer discretionary spending negatively impacted customer traffic and, as a result, our sales performance fell short of our expectations. When we approved the plan for fiscal 2023, we had just completed two record years of sales and earnings and, while we expected our sales growth to slow slightly, we did not expect the slowdown in customer traffic that we began to see in the second quarter of fiscal 2023. Despite these headwinds, fiscal 2023 was the second highest year of sales in the history of our Company, only behind fiscal 2022. Furthermore, our operational discipline allowed us to maintain a solid gross margin, manage our operating expenses, resulting in $27.9 million of net income and an adjusted EBITDA margin (a non-GAAP measure) of 10.7%. A significant accomplishment in fiscal 2023 was the development and finalization of our long-range plan. In connection with our long-range plan, we renegotiated Mr. Kanter's employment agreement, extending the initial term of the agree

Executive Compensation Ph ilosophy and Objectives

Executive Compensation Ph ilosophy and Objectives Our Compensation Committee is responsible for establishing, implementing and monitoring adherence to the Board's compensation philosophy, which is to ensure that executive compensation is fair, reasonable, competitive and aligned with the interests of the Company's stockholders. 7 The Compensation Committee believes that an effective executive compensation program will: Attract, retain and engage the executive talent the Company requires to perform in line with the Board's expectations; Recognize and reward the achievement of specific annual and long-term performance goals through a combination of cash and stock-based compensation; and Align the Company's executives' interests with those of its stockholders. When reviewing compensation, the Compensation Committee emphasizes Direct Compensation, which consists of total cash compensation (base salary and annual performance-based cash incentive awards) plus long-term incentive awards. Every year, the Compensation Committee assesses the effectiveness of our compensation plans with the goal of str

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View this 10-K/A filing on SEC EDGAR