Significant Accounting Policies | 9 Months Ended |
Nov. 02, 2013 |
Accounting Policies [Abstract] | ' |
Significant Accounting Policies | ' |
Significant Accounting Policies |
Accounting Policies |
The complete summary of significant accounting policies is included in the notes to the consolidated financial statements as presented in our Annual Report on Form 10-K for the fiscal year ended February 2, 2013. |
Principles of Consolidation |
The consolidated financial statements include the accounts of Coldwater Creek Inc. and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated. |
Fiscal Periods |
References to a fiscal year refer to the calendar year in which the fiscal year begins. Our fiscal year ends on the Saturday nearest January 31st. |
Use of Estimates |
The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts and timing of revenue and expenses, the reported amounts and classification of assets and liabilities, and the disclosure of contingent assets and liabilities. These estimates and assumptions are embodied in our sales returns accrual, gift card breakage, inventory adjustments, derivative liability, stock-based compensation, impairment of long-lived assets, contingent liabilities and income taxes. These estimates and assumptions are based on historical results as well as management's future expectations. Actual results may vary from these estimates and assumptions. |
Accumulated Other Comprehensive Loss |
Accumulated other comprehensive loss is made up entirely of unrecognized net actuarial loss, net of tax, for the Supplemental Executive Retirement Plan (the "SERP"). See Note 10. Supplemental Executive Retirement Plan, for amounts reclassified from accumulated other comprehensive loss to net periodic benefit costs due to the amortization of net actuarial loss to selling, general and administrative expenses. |
Fair Value |
Fair value is defined 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. Assets and liabilities recorded at fair value are categorized using defined hierarchical levels related to the subjectivity associated with the inputs to fair value measurements as follows: |
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• | Level 1 — Quoted prices in active markets for identical assets or liabilities; | | | | | | | | | | | | | | |
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• | Level 2 — Quoted prices for similar assets or liabilities in active markets or inputs that are observable; and | | | | | | | | | | | | | | |
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• | Level 3 — Unobservable inputs in which little or no market activity exists. | | | | | | | | | | | | | | |
On July 9, 2012, as disclosed in Note 8, we issued 1,000 shares of Series A Preferred Stock. The fair value of the Series A Preferred Stock is recorded as a derivative liability and is measured on a recurring basis at fair value with Level 3 inputs using the Black-Scholes option valuation model with the following inputs: |
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| November 2, | | February 2, | | October 27, | | | | |
2013 | 2013 | 2012 | | | | |
Closing price of Company's common stock | $ | 0.98 | | | $ | 3.69 | | | $ | 3.99 | | | | | |
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Exercise price | $ | 3.4 | | | $ | 3.4 | | | $ | 3.4 | | | | | |
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Risk-free interest rate | 2.4 | % | | 1.9 | % | | 1.7 | % | | | | |
Expected volatility | 88.9 | % | | 84.9 | % | | 82.2 | % | | | | |
Expected life | 8.7 years | | | 9.4 years | | | 9.7 years | | | | | |
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Expected dividends | $ | — | | | $ | — | | | $ | — | | | | | |
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The valuation model and the assumptions used in the model were determined based on the Series A Preferred Stock features and Company specific historical experience, taking into consideration expected future activity. The risk-free interest rate is based on the U.S. Treasury strip rates in effect at the time of measurement with an equivalent remaining term. The expected volatility of our stock price is based on a combination of historical volatility and the implied volatility of our exchange traded options. Expected life is based on the remaining term of the Series A Preferred Stock. To the extent any of these assumptions increases or decreases in isolation, the fair value of the derivative liability increases or decreases accordingly. Other assumptions based on the Series A Preferred Stock features, including anti-dilution provisions, were considered and determined to be insignificant to the valuation. |
Changes in the fair value are recorded as other gain or loss, net, in our condensed consolidated statements of operations and comprehensive operations. Activity for the derivative liability was as follows: |
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| Three Months Ended | | Nine Months Ended |
| November 2, | | October 27, | | November 2, | | October 27, |
2013 | 2012 | 2013 | 2012 |
| (in thousands) |
Balance at beginning of period | $ | 12,125 | | | $ | 13,395 | | | $ | 18,683 | | | $ | — | |
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Issuance of Series A Preferred Stock | — | | | — | | | — | | | 15,744 | |
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Loss (gain) on change in fair value | (7,975 | ) | | 6,783 | | | (14,533 | ) | | 4,434 | |
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Balance at end of period | $ | 4,150 | | | $ | 20,178 | | | $ | 4,150 | | | $ | 20,178 | |
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Based on our review of the operating results for each of our premium retail stores for each of the fiscal years presented, we evaluated certain stores for impairment. During the nine months ended November 2, 2013, certain long-lived assets, primarily premium store leasehold improvements, with a net carrying amount of $3.0 million were written down to their fair value of $0.3 million, resulting in impairment charges of $2.7 million. These impairment charges were measured at fair value using discounted cash flows for each premium retail store based on Level 3 inputs, including projected sales, margins, and operating expenses over the estimated remaining useful life. During the nine months ended October 27, 2012, there were no impairment charges recorded. |
We have financial assets and liabilities, not required to be measured at fair value on a recurring basis, which primarily consist of cash, receivables, payables and debt. The carrying value of cash, receivables, payables and borrowing on our revolving line of credit approximate their fair values due to their short-term nature. As of November 2, 2013, February 2, 2013 and October 27, 2012, the fair value of our senior secured term loan was $66.8 million, $56.2 million and $54.4 million, respectively. The carrying value of our senior secured term loan as of November 2, 2013, February 2, 2013, and October 27, 2012, was $58.6 million, $52.5 million and $50.3 million, respectively, which includes accrued PIK interest and net of the loan discount. The fair value of the senior secured term loan was estimated using Level 3 inputs by discounting the cash flows with an assumed interest rate that considers credit and liquidity risk. |
Income Taxes |
Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize existing deferred tax assets and, if not, to record a valuation allowance against the deferred tax assets. A significant piece of objective negative evidence evaluated includes cumulative pre-tax losses (adjusted for permanent differences) incurred over the last three years, with current or previous losses given more weight than projected future results. Such objective evidence limits the ability to consider other subjective evidence. We have a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. Consequently, based on all available evidence, we continue to record a valuation allowance against our net deferred tax assets generated during the fiscal year. Also, for the three months ended November 2, 2013, we recorded an additional valuation allowance of $2.6 million related to previously recorded net deferred tax assets resulting in a valuation allowance for all of our net deferred tax assets. The amount of the deferred tax asset considered realizable, however, could be adjusted if objective negative evidence in the form of cumulative losses is no longer present and additional weight may be given to subjective evidence. |
Reclassifications |
Certain prior period reclassifications were made to conform with the current period presentation. On the condensed consolidated balance sheets, prepaid and deferred marketing costs was combined with prepaid and other current assets, income taxes payable was combined with accrued liabilities, and deferred marketing fees and revenue sharing was combined with other liabilities. On the condensed consolidated statements of cash flows, deferred income taxes and valuation allowance adjustments were combined and income taxes payable was combined with accrued liabilities. |