12/11/2025

speaker
Operator
Conference Operator

Thank you for standing by, and welcome to Destination Excel Group's third quarter fiscal 2025 earnings conference call. At this time, all participants are in a listen-only mode. After the speaker presentation, there will be a question and answer session. To ask a question during the session, you will need to press star 11 on your telephone. To remove yourself from the queue, you may press star 11 again. I would now like to hand the call over to John Cooney, Chief Accounting Officer. Please go ahead.

speaker
John Cooney
Chief Accounting Officer, Destination XL Group

Thank you, operator, and good afternoon, everyone. As you saw earlier today, we announced a merger agreement between DXL and Full Beauty, as well as our third quarter fiscal 2025 earnings results. Joining me today are Harvey Cantor, DXL's President and Chief Executive Officer, Peter Stratton, DXL's Chief Financial Officer, and Jim Fogarty, Full Beauty's chief executive officer and incoming chief executive officer of the combined company. Today's discussion contains certain forward-looking statements concerning the announced merger between the company and Full Beauty, including an overview of the transaction and the future opportunities and expectations that the combination of these businesses will provide. Such forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from those assumptions mentioned today due to a variety of factors that affect the company. Information regarding risks and uncertainties is detailed in the company's filings with the Securities and Exchange Commission. During today's call, we will also discuss some non-GAAP metrics, provide investors with useful information about DXL's third quarter financial performance. Please refer to our earnings release, which was filed this afternoon, and is available on our investor relations website at investor.dxl.com for an explanation and reconciliation of such measures. I would now like to turn the call over to DXL's CEO, Harvey Cantor.

speaker
Harvey Cantor
President and Chief Executive Officer, Destination XL Group

Thank you, John, and good afternoon, everyone. Today marks a pivotal step in redefining inclusive apparel as DXL and Full Beauty joined forces to create a retailer that sets a new standard for choice, quality, and customer experience. We are pleased to be speaking with you about the opportunities we see ahead for the combined company to accelerate growth, improve operational efficiency, and deliver long-term value for our shareholders. On our call today, Jim Fogarty and I will begin by sharing additional insights about our two companies and the compelling benefits of this combination. I will then turn it over to Peter to review DXL's financial results for the third quarter of 2025, which were announced today in a separate release. I'll now begin by walking through why we believe our business fits so well together. It starts with our complementary missions and the ways in which we target underserved consumers and the fragmented markets that provide significant growth opportunities. At DSL, we are driven by a mission of providing big and tall men the freedom to choose their own style. We offer the best brands through our broad and deep assortment of national and private brands, most of which are exclusive across styles that provide options for most any occasion. Our clothes are made with the highest standards of construction and quality. In our stores, our customers will find a level of service that gives them a better experience than they can get anywhere else, bar none. We are solving problems for our customers. The big and tall man has largely been ignored by the apparel industry. There are few brands, fewer styles, and even fewer sizing options out there at most other retailers. For the big and tall man, his clothes are largely chosen for him, not by what he likes, but purely by what exists. DXL fixes that. In so doing, we create significant growth opportunities for our business, and when the big and tall man shops at one of our stores, they are getting the brand, quality, style, and experience that they simply cannot find anywhere else. Jim will tell you more about Full Beauty's history. But they also solved this issue. They solved this issue by building on a business that has been dedicated to serving plus-size women and big and tall men since 1901. Their company's journey has been marked by transformation, evolution, and purpose, adapting to new technology, platforms, and customer behaviors. Full Beauty today provides an unparalleled fit and experience with each product meticulously crafted to cater to the customer's needs. Full Beauty's broad and balanced portfolio offers thoughtfully curated assortments aligned with evolving customer preferences, fashion trends, and a wide range of end use, price points, looks, and styles. Through an unwavering focus, on the brand experience and creating meaningful connections with their customers, Full Beauty has set itself apart in the market as a differentiated and reliable choice for plus size and midsize customers. Our companies share a belief in the importance of rigorous design, sizing, and manufacturing processes. And this focus has allowed both Full Beauty and DXL to distinguish themselves in the market and build strong loyalty with our respective customer bases. The merger of equals we are announcing today creates a scaled category-defining retailer for inclusive apparel. Together, we have unmatched know-how, manufacturing facilities, and proven capabilities to deliver high-quality bespoke pieces for our customers that are not merely just graded up, but thoughtfully created with big and tall and plus-sized individuals in mind from the very start. This is what has set each of us and our companies apart in the broader retail industry, and we are confident it will be foundational to our success as we enter this next phase. By building on our combined strengths, we will meet the opportunity by creating a powerful engine for innovation, combining data science, digital scale, proprietary SIT technology, and differentiated store expertise. It also strengthens our financial position, providing us the profitability and flexibility to generate strong free cash flow. That financial strength, along with synergies we expect to capture, will provide the resources to reinvest in our business and further reduce our leverage. Ultimately, together with Full Beauty, we will be better positioned to create value for our shareholders by serving our customers across the plus size and big and tall apparel markets with more brands, more styles, and more options, whether they shop with us in our stores or online. And with that, I'll hand the mic over to Jim so he can share more about how this combination will create a scaled category-defining retailer.

speaker
Jim Fogarty
Chief Executive Officer, Full Beauty; Incoming Chief Executive Officer of Combined Company

Jim? Thank you, Harvey. This is an exciting day for both DXL and Full Beauty. And I'm pleased to be speaking with you all about this transaction. Today, we are creating a new entity that we believe is greater than the sum of its parts. Today's inclusive fashion market remains highly fragmented, with few players offering comprehensive solutions for plus size and big and tall customers. Together, we are building the first true scaled, profitable omni channel platform that finally treats sizing inclusivity as a category, not a niche. This is not a merger to simply get bigger. It is a merger to become a category-defining leader and to create more value than either business could deliver on its own. Despite the underserved market opportunity, the sector has traditionally lacked coordinated offerings, leaving many customers with limited choices and inconsistent shopping experiences. This merger positions us to address these gaps by bringing together two leading companies with complementary strengths, creating a retailer that delivers greater assortment, improved fit, and a powerful omnichannel experience. For DXL shareholders, this means owning a larger, more diversified company with higher EBITDA and stronger value creation prospects than DXL on a standalone basis. the combined company will be larger, stronger, and more flexible. As a result, we will be well-positioned to invest in long-term growth, joining forces as one best-in-class inclusive sizing retailer. Our combined company will be one of the largest players in the inclusive sizing clothing sector by both sales and store count. For the last 12 months ending October 2025, DXL and Full Beauty generated approximately 1.2 billion in combined net sales. Assuming no pro forma adjustments, adjusted EBITDA was approximately 45 million. With the 25 million in expected annual run rate cost synergies, adjusted EBITDA for the LTM would have been approximately $70 million. We'll talk more about synergies in a moment. Uniting Full Beauty's leading pure play direct-to-consumer capabilities with DXL's expertise in men's big and tall retail, will create a powerful omnichannel and data-driven platform. Together, we will have a customer database of approximately 34 million households. Our leading direct-to-consumer presence will be 73% of total sales, and our nearly 300 stores will be 27% of total sales. With more first-party data, the combined company will be better able to offer more personalized marketing, make better inventory decisions, and deliver higher customer lifetime value. We expect to deliver sustainable growth, stronger margins, and long-term shareholder value while expanding choice for customers. Our combined customer offering will be diversified across brands, gender, assortment, and channel to offer unparalleled depth and breadth in options, whether our customers shop in-store or online. Full Beauty's distinctive women's brands, as well as Big & Tall King Size brand, will join DXL's Big & Tall specialty to create a meaningfully expanded portfolio of both private and national brands. Our combined product mix is expected to be approximately 54% women's and 46% men's, delivering day-to-day staples, activewear, intimates, accessories, and decor, spanning value to premium across lifestyles and occasions. The differentiated core capabilities that each of our companies bring to the table will enable us to accelerate growth. DXL's store infrastructure and expertise creates potential for brick and mortar expansion at Full Beauty. DXL's well-established relationships with national brands provide opportunities for King Size and Full Beauty's women's brands to enhance their merchandise offerings. Meanwhile, Full Beauty brings an existing private label credit card program that can be brought in to include the Excel, a universal cart website infrastructure that can increase cross-selling and sales at both the Excel and Full Beauty, marketplace expertise that can be leveraged to increase the Excel sales, as well as a print catalog capability that can be leveraged to increase the Excel sales. Further, we will be able to accelerate the work both companies are already doing to remain agile and responsive to evolving customer needs and shopping habits. Our shared focus on fit, flexibility, and ongoing customer support positions the combined company to meet new and existing customers at every stage of their weight fluctuation journey, including those using GLP-1 medications through offerings such as DXL's FitMap and Full Beauty's free exchange program. As we invest in enhancing and expanding our product range across the combined enterprise, we will also continue adding sizes at the lower end of our current range to offer an even broader range of options. In addition to cost synergies, I want to remind and reinforce that this combination unlocks meaningful commercial synergy upside by applying the strengths of both organizations to create a company with greater revenue potential than either business could achieve alone. Full Beauty has demonstrated an ability to drive commercial synergies across previous integrations, and we expect to apply that same playbook to drive incremental commercial growth with DXL through aforementioned universal card platform cross-selling, marketplace expansion, website conversion, private label credit card penetration, and print and digital marketing. Likewise, DXL's brick and mortar and national brand expertise will also drive incremental growth within Full Beauty. Let me now turn it back to Harvey to discuss the technical aspects of the transaction and certain of the financial benefits.

speaker
Harvey Cantor
President and Chief Executive Officer, Destination XL Group

Thanks, Jim. Let me start with an overview of the merger transaction. Under the terms of the agreement, Full Beauty will merge with a newly formed subsidiary of DXL, with DXL remaining as a publicly traded entity. The transaction is 100% stock for stock, with DXL shareholders owning 45% and Full Beauty shareholders owning 55% of the combined company. As part of establishing a strong financial foundation for the combined company, at closing, a certain of Full Beauty's equity and debt holders will complete a committed subscription of $92 million through the sale of common stock in exchange for a combination of new equity and outstanding debt equitization. This will result in a term loan outstanding at closing of approximately $172 million with a maturity of August 2029. The combination is expected to generate $25 million in run rate annual cost synergies by 2027. We intend to begin capturing these synergies promptly after the closing of the transaction with a significant portion to be actioned within the first 12 months. We will take a scientific approach to driving efficiencies across the combined company through cost of goods sold, organizational, and non-organizational expenses. With meaningfully enhanced scale, we will be able to optimize our factory base and supplier network, improve our inbound freight and logistics, and leverage improvements in outbound shipping rates. Taken together, this will allow us to streamline our factories and resources for product creation, while maintaining agility to pivot sourcing operations to mitigate tariff exposure. We will also be able to consolidate our workforce and streamline corporate functions to create a leaner, more efficient organization. Finally, by unifying our business overhead across the combined organization, we will benefit from improved pricing efficiency on corporate programs, streamline customer-facing spend categories, and reduce spending for non-organizational and contract programs. Turning now to the roadmap to completing the transaction and our integration plans. Looking ahead, the transaction is expected to close in the first half of fiscal 2026, subject to customary closing conditions and approval by shareholders of DXL. I'm pleased to note that the boards of directors of both companies have unanimously approved the merger. In addition, DXL has entered into voting support agreements with one of our largest shareholders, Fund One Investments, and with each member of the DXL board under which the parties have agreed to vote all of their respective shares in favor of the transaction. These agreements represent approximately 19.4% of DXL's existing voting shares, further reinforcing our confidence in a successful closing. Upon close, the company will trade under the ticker symbol of DXLG. The combined company's headquarters will remain in Canton, Massachusetts, and the combined company expects to maintain a significant presence in New York, Indianapolis, and El Paso. The combined company will be led by a proven management team that includes members from both organizations. Upon closing, Jim will serve as our chief executive officer, and Peter Stratton, current CFO of DXL, will serve as the chief financial officer of the combined entity. This experienced team is highly qualified to deliver on the promise of this merger. The board will be composed of nine directors, four directors from each company and one independent director to be mutually agreed upon by the go-forward directors prior to closing. There are, of course, many decisions to be made throughout our integration planning. We look forward to keeping you apprised of further details as we have updates to share. And now, I'd like to turn the call over to Peter for a quick update on DXL's third quarter earnings results. Peter?

speaker
John Cooney
Chief Accounting Officer, Destination XL Group

Thank you, Harvey, and good afternoon, everyone. I'll just take a few minutes to run through the highlights of DXL's third quarter financial performance. Net sales for the third quarter were 101.9 million as compared to 107.5 million in the third quarter of last year. The decrease in net sales was primarily due to a decrease in comparable sales of 7.4%, partially offset by an increase in non-comparable sales from new stores. Although sales were below our expectations, the quarterly comp was an improvement from negative 9.3% in the first half of the year. We continue to see a shift towards our value-driven private brands as customers remain cautious with their discretionary spending. These private brands sell at lower average unit retails but generate higher margins. By month, our comps were negative 6.7% in August, negative 9.3% in September, and negative 5.8% in October, with October our best month year to date. Our gross margin rate, inclusive of occupancy costs, was 42.7% as compared to 45.1% in the third quarter of last year. De-leverage on occupancy costs contributed 210 basis points of decline, and merchandise margins decreased by only 30 basis points, primarily impacted by promotional offers and tariff increases. Tariffs impacted our third quarter margins by approximately 60 basis points, and we expect the impact on our fiscal year 2025 margin to be approximately $2 million. We did see favorability in Q3 due to the shift in product mix from national brands to private brands. Our SG&A expense as a percentage of sales increased to 44.7% as compared to 44.1% in the third quarter of 2024. Our add to sales ratio for Q3 was up slightly at 6% from 5.7% last year, and we have been seeing strong returns from our paid search and social channels. EBITDA for the quarter came in at a loss of $2 million as compared to earnings of $1 million for the third quarter of last year. We continue to feel very good about the overall strength of our balance sheet. Total inventory levels are down 4.6% to last year, And clearance levels remain at approximately 10%, which is in line with our target and with last year. We finished the quarter with cash in short-term investments of $27 million as compared to $43 million a year ago with no outstanding debt in either period and excess availability of $73.6 million under our revolving credit facility. The $16 million decrease in cash from a year ago can be accounted for with $13.1 million in capital spent on new store development during the past 12 months and $3.3 million in share repurchases in the fourth quarter of fiscal 2024. For the nine-month year to date, our free cash flow, which we define as cash flow from operating activities, less capital expenditures, was a use of $20.2 million of cash as compared to a use of $7 million last year. with the decrease primarily attributable to lower earnings. Now I'll pass it back to Harvey for some concluding remarks.

speaker
Harvey Cantor
President and Chief Executive Officer, Destination XL Group

Thanks, Peter and Jim. On behalf of Jim and I, we wanted to take a moment to recognize our teams, both at DXL and Full Beauty, for their dedication and hard work every day. Our success is built on their commitment and the efforts of our colleagues across the stores, distribution center, corporate offices, and the guest engagement centers. Everything we accomplish, including our ability to reach this milestone transaction, is possible because of them. Thank you for joining us today to learn more about this compelling transaction. I am confident that Full Beauty and VXO will reach even greater heights and together that either business could have achieved on its own as a standalone. And with that, operator, we will open the floor for questions.

speaker
Operator
Conference Operator

Thank you. As a reminder, to ask a question, you will need to press star 11 on your telephone. To remove yourself from the queue, you may press star 11 again. Please stand by while we compile the Q&A roster. Our first question comes from the line of Jeremy Hamblin of Craig Hallam Capital Group. Your line is open, Jeremy.

speaker
Jeremy Hamblin
Analyst, Craig Hallam Capital Group

Thanks and congrats on the transaction. I wanted to start by just getting a fuller picture of the expected capital structure post-closing. You know, we see the $172 million term loan, but wanted to just get a sense for kind of the expectations of where, total debt would be post-closing, you know, kind of expected cash post-closing, and then hear a little bit more about the expected, you know, terms within the term loan.

speaker
John Cooney
Chief Accounting Officer, Destination XL Group

Sure. So, Jeremy, let me start with that question. So, first of all, I should just note that we will have an awful lot more information coming out in the proxy statement, which we're going to be working on soon, but I'll try to give you some sense of how we're thinking about it. So, you know, as you saw in the release, what's happening is it's a 100% stock transaction. We will be welcoming new shareholders into the company who are shareholders of Full Beauty today. And to answer your question about debt, the total debt that we're expecting upon closing is $172 million. As I said, there's going to be a lot more that will be coming soon, but that's just a quick start with how to think about it. But, you know, certainly Harvey or Jim can add anything else that they think appropriate.

speaker
Jim Fogarty
Chief Executive Officer, Full Beauty; Incoming Chief Executive Officer of Combined Company

I would just add that the maturity is out to August of 2029 on the term loan, and it's LIBOR plus 750.

speaker
Jeremy Hamblin
Analyst, Craig Hallam Capital Group

Great. Okay. And so then, right, so DXL has had the $27 million here in cash. So just in terms of understanding what the balance sheet looks like for full beauty, so The total debt load is going to be 172 million post-close. And then just kind of an estimate, we're looking to see an estimate of what the post-closing cash balance you would expect for the combined entity.

speaker
John Cooney
Chief Accounting Officer, Destination XL Group

So, Jeremy, again, I'm not going to get into those pro forma numbers right now. We will have a lot more information coming in the proxy statement. But as of right now, what we're announcing is we wanted to make sure that everyone was clear on the term loan that Jim just referenced. That's going to be the outstanding debt that we're expecting upon closing.

speaker
Jeremy Hamblin
Analyst, Craig Hallam Capital Group

Okay. Got it. And then just another one kind of post-closing combined entity expectations around, you know, CapEx given that FBB is – more of a DTC business. But just on a go forward basis, you know, kind of assuming some of the investments that you'll be making in the business, but kind of the ongoing capex that you would expect for the entity.

speaker
John Cooney
Chief Accounting Officer, Destination XL Group

Sure. So I'll speak to it qualitatively, I guess is the best way to say it. You know, I think one of the most exciting things about this transaction is the commercial synergies that both sides see. Now, of course, we both have infrastructure and maintenance CapEx that needs to be maintained, whether it's maintaining distribution facilities, investments in IT, in technology. But when I think about commercial synergies, you know, there will be questions about where do we want to go with store operations? That's certainly one of the strengths that we bring to this transaction. And I think, you know, full full beauty does not operate any stores today. So I think, you know, we will we will be looking at all kinds of commercial synergies and industrial logic that makes sense. That's going to become more clear, I think, as the two teams start working together. and coming up with what are those operational plans that we want to be pursuing in the immediate term.

speaker
Jeremy Hamblin
Analyst, Craig Hallam Capital Group

Got it. Maybe this question more for Jim, but Jim wanted to understand, you know, obviously, it's been a, you know, challenging couple of years for DXL and, you know, wanted to understand what FBB was seeing. In terms of trends, you know, kind of sales trends over the past year in whether or not, you know, with kind of the number of brands that you have under the umbrella, if there are particular brands that are very strong, you know, and those that maybe are any of the brands getting shed kind of post-closing.

speaker
Jim Fogarty
Chief Executive Officer, Full Beauty; Incoming Chief Executive Officer of Combined Company

No plans for that currently. You know, all of our brands serve a purpose. If you look at – I think there's a slide in the investor presentation. You'll see that we break our brands down into what we call the new mall brands and the classic mall brands. Our new mall brands service millennial, younger Gen X demo, and then the classic mall brands have historically serviced the sort of older Gen X brands. and into young boomers demo. And we we've leaned into the new mall, and we've seen some, you know, better results there. And then we're, we're continuing, you know, the classic mall, you know, is sort of the mainstay of the business for many, many years. And so we've, we've built up a networking effect within that classic mall, where we have very loyal customers, you know, big percentages of our business are done by customers who bought more than four times from us lifetime. We have a very strong extended plus size business within that classic mall. And we try to drive, we'll take a new customer into classic mall in one of our brands, let's say one within. And then that that relationship will try to grow with a basic strategy of driving her and you'll see where we operate with a universal web cart. So if you were able to load into onewithin.com, you would see other surrounding brands. And we try to then encourage that customer to not only be a customer of One Within, but, you know, if she needs something nice for the weekend, she might move over to Romans. If she needs workwear, she'll move over to Jessica London. And so we're basically trying to build multiple brand relationships with that customer and then also multiple categories, move her into multiple categories as well. And then classically direct, you know, consumer, you know, CRM, you know, customer lifetime value driving, just getting more transactions and more loyalty with that customer over time. So, you know, I'm giving you, like, the quick history. And then we, as a company, introduced, bought a brand called Eloquii, and we built out a new mall presence toward that younger demographic. And so we're seeing nice growth. Nice performance with that new mall lean as well. And then I would just double back and say, from our standpoint, we've always prided ourselves on being high free cash flow generators. So, you know, Peter will handle the sort of specific numbers there. But we have been, you know, capex light and strong free cash flow driving. You know, you'll see those numbers from us over time. And I concur with Peter's, and you saw it in my remarks, that we're pretty excited about not only the synergies on the cost side to deliver those, you know, that's super important, but also we believe and would reinforce that the commercial synergies in the transaction are exciting. You know, the capacity and capabilities that we bring to the DXL brand and vice versa is You know, I won't go through that all again, but we're pretty excited about that. So, I'll leave it there.

speaker
Jeremy Hamblin
Analyst, Craig Hallam Capital Group

Great. Last one, actually kind of building on that point. In terms of, you know, managing kind of two really separate businesses that are in the same, you know, servicing similar customer sets, you know, DXL has been very, you know, kind of hesitant to lead with promotion. and fairly disciplined now for the past, you know, certainly since Harvey's tenure. Just want to understand in terms of, you know, thinking about how, you know, the FB portion of the organization versus DXL, you know, I'm sure this has been something discussed, but in thinking about how to, you know, kind of to market the brands and how to position from a, a price point and promotion, how do you create synergy among those two organizations?

speaker
John Cooney
Chief Accounting Officer, Destination XL Group

So let me start with that one, and then, Jim, I'd love for you to comment on some of the specific questions about FB. So, Jeremy, so, you know, we mentioned we're targeting 25 million of run rate cost synergies. We're going to start capturing those, we think, pretty quickly after closing. There will be a lot of actioning on that coming in the first 12 months. But I think there's going to be opportunities with cost of goods. We both have a pretty diverse manufacturing footprint around the world. There's certainly going to be organizational efficiencies and reduced overhead. But ultimately, you know, I think what we collectively are excited about are those commercial synergies I was alluding to earlier, and how can we accelerate growth through cross-selling cross-channel capabilities, storage, DTC. I really think this is a tremendous opportunity for each company to bring their best attributes and skill sets and be able to build upon each other's distinct capabilities.

speaker
Jim Fogarty
Chief Executive Officer, Full Beauty; Incoming Chief Executive Officer of Combined Company

Yeah, and I'd just add to it. So, first, you know, we take the job on the cross synergies, you know, quite seriously, and that wouldn't be surprising, but we – And as Peter said, we're going to get at it, you know, promptly. And it's, you know, it's a whole, and we, the two organizations have spent a lot of time working through what we think, you know, where we think those synergies are and details and, you know, organizational details, but also contract details. And so, it's in the places that Peter's talking about, the sourcing organization, Shared contracts over time. You know, the organizational piece, you know, we don't sort of the streamlining of leadership, of course, is obvious, but then also inside the organization just, you know, trying to be as lean as we can be. And then also, you know, outbound shipping, inbound logistics, all of those things in addition to the core product costs. we're going to, you know, of course, duplication of audit and tax and all of those sort of normal things. And so we'll work that piece. In terms of the organizations together, if you think about it, we're still in the playing stages, but we have a great brand in king size, a big and tall brand. And DXL, of course, you know, is a very powerful brand in big and tall. And we've We've sort of known and respected one another's brands. They're bigger than our King Size brand by a decent click. But we are a little bit more value moderate with King Size, and they're a little bit, you know, more moderate. So, we think there's a positioning there where we can envision having a universal cart with our two men's brands, King Size and DXL. sort of feeding cross-channel traffic to one another in a direct-to-consumer sense. And we have all sorts of things to think through. As, you know, as you know, DXL was, you know, moving towards private label, you know, increasing private label penetration. That's where we're strong. They're strong on the national brand side. So we think there, you know, there may be some really nice cross-server potential that we have to work through from, you know, the two brands will absolutely have a place together. And we've always found, you know, one plus one equaling two and a half sort of thing and making them stronger. But, you know, we'll try to be as lean and efficient and all of that and be very, you know, even when we're thinking about capital and utilization of capital, be very disciplined capital allocators, you know, as we sort of work these things together.

speaker
Jeremy Hamblin
Analyst, Craig Hallam Capital Group

Great. Thanks for taking my questions. Best wishes. I'll hop out of the queue. Sure. Thank you.

speaker
Operator
Conference Operator

Thank you. Our next question comes from the line of Michael Baker of DA Davidson. Your line is open, Michael.

speaker
Michael Baker
Analyst, DA Davidson

Okay. Thanks. Congratulations on the transaction. Can I follow up on Jeremy's question about the capital structure? Again, forgive my ignorance. Maybe it's in here somewhere. But so just to be clear, we're not issuing any more stock here. It's still the same roughly, what, 58 million shares of stock outstanding. Is that right? So that same stock outstanding number that we're using?

speaker
John Cooney
Chief Accounting Officer, Destination XL Group

Yeah, no, Mike. So it is going to be a stock issuance deal. We will be issuing stock to combine the two companies together. You know, as we were talking about, Jim was mentioning, you know, Full Beauty brings a high, strong cash-flowing business. DXL has a strong balance sheet. You know, there's a lot of synergies that we think we'll find, but this is essentially a stock deal. So I guess then, you know, you got to – do we know how much stock is going to be issued or what the – you know, how much we're – Yeah, so as we mentioned in the terms, it's going to be 55% to Full Beauty and 45% to DXL will be the pro forma ownership.

speaker
Michael Baker
Analyst, DA Davidson

Understood. Okay, I got you. Okay. And then for – again, on the capital structure – Is there, so that 172 million term loan, that's, full beauty doesn't come with any debt, because I know in the past, full beauty had existing debt, but has that been paid down, or is there full beauty existing debt that we need to consider?

speaker
John Cooney
Chief Accounting Officer, Destination XL Group

Right, so that 172 million that Jim was referring to, that is full beauty debt that is being assumed by DXL in the transaction. As Jim was mentioning in his prepared remarks, The owners at Full Beauty have equitized a significant chunk of that. There's a $92 million pay down, which brings us down to the 172. And the extension, the term debt's being extended out to August of 29.

speaker
Michael Baker
Analyst, DA Davidson

Okay. Okay, thanks. That helps clear it up. Now, can I ask a full – so based on the trailing 12-month numbers that you provided of $1.2 billion and $45 million in EBITDA, and, you know, we know DHLG's last 12-month numbers of about $445 and – I'm missing my numbers here – but about $6 million in trailing 12-month EBITDA. So we can back into what Full Beauty would be doing over the last 12 months. which correct me if I'm wrong, but that seems to be down a little bit from the last, I think, full beauty, the last time we have numbers from you was from your ICR presentation for fiscal year 2023. So I guess, again, following up on a previous question, can Jim, can you talk about the types of trends you've been seeing in terms of top line growth or declines in EBITDA profitability over the last couple of years?

speaker
Jim Fogarty
Chief Executive Officer, Full Beauty; Incoming Chief Executive Officer of Combined Company

Yes, and that will all be part of the statements, but just to give you a quick frame, Peter took you through the comps of DXL of late. We've been about the same level of comp as DXL in the last period of time. So we have continued to work on our you know, in the environment where the moderate value customer has been squeezed, we've continued to work hard on our cost structure, and we've continued to work hard on making sure our marketing expenses are right. And so that's all, you know, evident in the EBITDA flow through that we have on our revenue. And, you know, we think that, again, both of these businesses are in much better versus our standalone plans, if you will, the reason we're coming together is we see incredible ability to find and deliver on these synergies, these cost synergies, as well as the commercial synergies we've been referencing. And that makes the business work really well. And so we think it's a great deal for the DXL shareholder as it is for our own partners. our own organization to, you know, combine and, you know, combine forces and get stronger.

speaker
Michael Baker
Analyst, DA Davidson

Okay, got it. Understood. I think that will be all my questions. Thank you.

speaker
Moderator
Conference Moderator

Sure. Michael and Jeremy, thank you so much for asking your questions operator. It looks like there's no one else left in the queue with questions. So I would just like to thank everyone for their attendance on the call today.

speaker
Harvey Cantor
President and Chief Executive Officer, Destination XL Group

Know that we have a number of follow-ups, as Peter mentioned. We'll be working on the proxy, and that you should see in the first quarter at some point. And we know we'll have ongoing discussions and need to follow up with all of you. So I wish you the very best of holidays. If we don't talk to you live, then we look forward to catching up with you in the weeks and months ahead. Have a wonderful holiday.

speaker
Operator
Conference Operator

This concludes today's conference call. Thank you for participating. You may now disconnect.

Disclaimer

This conference call transcript was computer generated and almost certianly contains errors. This transcript is provided for information purposes only.EarningsCall, LLC makes no representation about the accuracy of the aforementioned transcript, and you are cautioned not to place undue reliance on the information provided by the transcript.

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