Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 28, 2013 | Mar. 17, 2014 | Jun. 29, 2013 | |
Document Information [Line Items] | ' | ' | ' |
Entity Registrant Name | 'BODY CENTRAL CORP | ' | ' |
Entity Central Index Key | '0001379246 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 28-Dec-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--12-28 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' |
Entity Public Float | ' | ' | $218,658,136 |
Entity Common Stock, Shares Outstanding | ' | 16,615,513 | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Current assets | ' | ' |
Cash and cash equivalents | $16,513 | $41,136 |
Accounts receivable | 2,803 | 4,710 |
Inventories | 18,807 | 22,971 |
Income tax receivable | 14,802 | 2,214 |
Prepaid expenses and other current assets | 2,055 | 4,752 |
Deferred tax asset | 3,323 | 1,959 |
Total current assets | 58,303 | 77,742 |
Property and equipment, net of accumulated depreciation | 45,732 | 33,515 |
Goodwill | 0 | 21,508 |
Intangible assets, net of accumulated amortization | 16,574 | 16,574 |
Other assets | 353 | 246 |
Total assets | 120,962 | 149,585 |
Current liabilities | ' | ' |
Merchandise accounts payable | 8,972 | 13,715 |
Accrued expenses and other current liabilities | 24,623 | 19,732 |
Financing obligation, sale-leaseback, current portion | 737 | 0 |
Total current liabilities | 34,332 | 33,447 |
Other liabilities | 11,358 | 10,494 |
Financing obligation, sale-leaseback, net of current portion | 2,369 | 0 |
Notes payable | 5,000 | 0 |
Deferred tax liability | 6,913 | 5,298 |
Total liabilities | 59,972 | 49,239 |
Commitments and contingencies | 0 | 0 |
Stockholders’ equity | ' | ' |
Common stock, $0.001 par value, 45,000,000 shares authorized, 16,631,118 shares issued and outstanding as of December 28, 2013 and 16,302,007 shares issued and outstanding as of December 28, 2012 | 17 | 16 |
Undesignated preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Additional paid-in capital | 98,985 | 96,032 |
Accumulated (deficit) earnings | -38,012 | 4,298 |
Total stockholders’ equity | 60,990 | 100,346 |
Total liabilities and stockholders’ equity | $120,962 | $149,585 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 28, 2013 | Dec. 29, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, number of shares authorized | 45,000,000 | 45,000,000 |
Common stock, number of shares issued | 16,631,118 | 16,302,007 |
Common stock, number of shares outstanding | 16,631,118 | 16,302,007 |
Undesignated preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Undesignated preferred stock, number of shares authorized | 5,000,000 | 5,000,000 |
Undesignated preferred stock, number of shares issued | 0 | 0 |
Undesignated preferred stock, number of shares outstanding | 0 | 0 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Income Statement [Abstract] | ' | ' | ' |
Net revenues | $283,560 | $310,958 | $296,500 |
Cost of goods sold, including occupancy, buying, distribution center and catalog costs | 210,797 | 210,913 | 193,101 |
Gross profit | 72,763 | 100,045 | 103,399 |
Selling, general and administrative expenses | 94,904 | 74,650 | 66,803 |
Depreciation and amortization | 8,775 | 6,273 | 5,204 |
Impairment of depreciable long-lived assets | 933 | 0 | 0 |
Impairment of goodwill | 21,508 | 0 | 0 |
(Loss) income from operations | -53,357 | 19,122 | 31,392 |
Interest (expense) income, net | -26 | 7 | 16 |
Other income, net | 1,025 | 205 | 237 |
(Loss) income before income taxes | -52,358 | 19,334 | 31,645 |
Benefit from (provision for) income taxes | 10,048 | -7,387 | -11,925 |
Net (loss) income | -42,310 | 11,947 | 19,720 |
Net (loss) income per common share: | ' | ' | ' |
Basic (in dollars per share) | ($2.59) | $0.74 | $1.25 |
Diluted (in dollars per share) | ($2.59) | $0.73 | $1.22 |
Weighted-average common shares outstanding: | ' | ' | ' |
Basic (in shares) | 16,337,959 | 16,187,530 | 15,780,908 |
Diluted (in shares) | 16,337,959 | 16,342,859 | 16,218,382 |
Comprehensive (loss) income | ($42,310) | $11,947 | $19,720 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock | Additional Paid-In Capital | Accumulated (Deficit) Earnings |
In Thousands, except Share data, unless otherwise specified | ||||
Beginning balance at Jan. 01, 2011 | $58,142 | $15 | $85,496 | ($27,369) |
Beginning balance (in shares) at Jan. 01, 2011 | ' | 15,405,677 | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' |
Stock-based compensation | 1,060 | ' | 1,060 | ' |
Stock options exercised (in shares) | ' | 439,420 | ' | ' |
Stock options exercised | 1,554 | 1 | 1,553 | ' |
Issuance of common stock in initial public and secondary offering (net of issuance costs) (in shares) | ' | 250,280 | ' | ' |
Issuance of common stock in initial public and secondary offering (net of issuance costs) | 1,143 | ' | 1,143 | ' |
Tax benefits (shortfall) from stock-based compensation | 3,453 | ' | 3,453 | ' |
Net (loss) income | 19,720 | ' | ' | 19,720 |
Ending balance at Dec. 31, 2011 | 85,072 | 16 | 92,705 | -7,649 |
Ending balance (in shares) at Dec. 31, 2011 | ' | 16,095,377 | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' |
Stock-based compensation | 2,028 | ' | 2,028 | ' |
Stock options exercised (in shares) | ' | 135,103 | ' | ' |
Stock options exercised | 542 | ' | 542 | ' |
Issuance of restricted stock, net (in shares) | ' | 71,728 | ' | ' |
Stock repurchases (in shares) | ' | -201 | ' | ' |
Tax benefits (shortfall) from stock-based compensation | 757 | ' | 757 | ' |
Net (loss) income | 11,947 | ' | ' | 11,947 |
Ending balance at Dec. 29, 2012 | 100,346 | 16 | 96,032 | 4,298 |
Ending balance (in shares) at Dec. 29, 2012 | 16,302,007 | 16,302,007 | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' |
Stock-based compensation | 2,666 | ' | 2,666 | ' |
Stock options exercised (in shares) | ' | 98,501 | ' | ' |
Stock options exercised | 327 | ' | 327 | ' |
Issuance of restricted stock, net (in shares) | ' | 234,191 | ' | ' |
Issuance of restricted stock, net | 1 | 1 | ' | ' |
Stock repurchases (in shares) | ' | -3,581 | ' | ' |
Tax benefits (shortfall) from stock-based compensation | -40 | ' | -40 | ' |
Net (loss) income | -42,310 | ' | ' | -42,310 |
Ending balance at Dec. 28, 2013 | $60,990 | $17 | $98,985 | ($38,012) |
Ending balance (in shares) at Dec. 28, 2013 | 16,631,118 | 16,631,118 | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Cash flows from operating activities | ' | ' | ' |
Net (loss) income | ($42,310) | $11,947 | $19,720 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' | ' |
Depreciation | 8,775 | 6,273 | 5,204 |
Deferred income taxes | -2,785 | 1,067 | -523 |
Deferred tax asset valuation allowance | 3,019 | 0 | 0 |
Excess tax benefit from stock-based compensation | 0 | -757 | -3,453 |
Stock-based compensation | 2,666 | 2,028 | 1,060 |
Amortization of premiums and discounts on investments | 184 | 460 | 0 |
Loss on disposal of property and equipment | 454 | 84 | 29 |
Impairment of depreciable long-lived assets | 933 | 0 | 0 |
Impairment of goodwill | 21,508 | 0 | 0 |
Loss on short-term investments | 2 | 4 | 0 |
Changes in assets and liabilities: | ' | ' | ' |
Accounts receivable | 1,907 | -2,103 | -1,349 |
Inventories | 4,164 | -1,830 | -2,772 |
Prepaid expenses and other assets | 2,593 | -599 | -364 |
Merchandise accounts payable | -4,743 | -2,783 | 1,618 |
Accrued expenses and other current liabilities | 1,730 | 933 | 4,115 |
Income taxes | -12,587 | -1,457 | 3,218 |
Other liabilities | 866 | 2,905 | 2,822 |
Net cash (used in) provided by operating activities | -13,624 | 16,172 | 29,325 |
Cash flows from investing activities | ' | ' | ' |
Purchases of property and equipment | -17,751 | -17,714 | -9,683 |
Proceeds from sale of property and equipment | 0 | 29 | 0 |
Purchases of short-term investments | -12,897 | -25,104 | 0 |
Proceeds from sales of short-term investments | 6,133 | 10,880 | 0 |
Proceeds from maturities of short-term investments | 6,578 | 13,760 | 0 |
Purchases of intangible assets | 0 | -179 | 0 |
Net cash used in investing activities | -17,937 | -18,328 | -9,683 |
Cash flows from financing activities | ' | ' | ' |
Proceeds from sale-leaseback transaction | 1,665 | 0 | 0 |
Payments on sale-leaseback transaction | -54 | 0 | 0 |
Proceeds from borrowing on line of credit | 5,000 | 0 | 0 |
Proceeds from common stock offering, net of issuance costs | 0 | 0 | 1,143 |
Proceeds from exercise of stock options | 327 | 542 | 1,553 |
Excess tax benefit from stock-based compensation | 0 | 757 | 3,453 |
Net cash provided by financing activities | 6,938 | 1,299 | 6,149 |
Net decrease in cash and cash equivalents | -24,623 | -857 | 25,791 |
Cash and cash equivalents | ' | ' | ' |
Beginning of year | 41,136 | 41,993 | 16,202 |
End of period | 16,513 | 41,136 | 41,993 |
Supplemental Disclosures | ' | ' | ' |
Cash paid for interest | 12 | 0 | 0 |
Cash paid for taxes | 2,256 | 7,586 | 9,625 |
Property and equipment acquired | 3,294 | 191 | 123 |
Lease Financing | $1,495 | $0 | $0 |
Nature_of_Business_and_Summary
Nature of Business and Summary of Significant Accounting Policies | 12 Months Ended | |
Dec. 28, 2013 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |
Nature of Business and Summary of Significant Accounting Policies | ' | |
Nature of Business and Summary of Significant Accounting Policies | ||
Nature of Business and Organization | ||
Body Central Corp. (the ‘‘Company’’) is a specialty retailer of young women’s apparel and accessories operating retail stores in the South, Southwest, Mid-Atlantic and Midwest regions of the United States. The Company operates specialty apparel stores under the Body Central and Body Shop banners as well as a direct business comprised of the Company's catalog and e-commerce website at www.bodycentral.com. | ||
On March 12, 2012, the Company formed a new wholly owned subsidiary, Body Central Services, Inc. ("BCS") to achieve certain business objectives, including realignment of certain business operations and intercompany relationships. Effective April 1, 2012, the Company contributed all of the merchandising, marketing and information technology departments' tangible property and certain personnel to BCS in exchange for 100 shares of the Company's stock. BCS will provide merchandising, marketing and information technology services to the stores and the direct business operating segments. | ||
Basis of presentation | ||
The accompanying Consolidated Financial Statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, the realization of assets and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments that might result from the occurrence of any of the uncertainties described below. | ||
The Company's results of operations, including operating revenues and operating cash flows, have been negatively impacted by a number of factors including material merchandise markdowns taken during the second half of fiscal 2013 to clear slow moving inventory resulting from its failure to anticipate its target customers' preferences and demand level, competitive industry conditions, and the state of the macro economy and more specifically, the fashion retail sector. These factors had a significant negative impact on our results in the second half of 2013, and the Company believes that these factors may continue to have a negative impact on its business. These conditions, should they continue, raise substantial doubt about its ability to continue as a going concern under applicable authoritative literature. For this purpose, the Company assumes that a business is generally considered to be a going concern if there is neither the intention nor the need to liquidate or materially curtail the scope of its business plans. | ||
The Company has historically relied on cash flows from operations to meet its cash flow requirements for continued operations and capital projects. The Company had cash available of $16.5 million and total net working capital of $24.0 million as of December 28, 2013. The Company believes that its current sources of funding and cash provided by operations, combined with actions discussed in more detail below, will be sufficient to fund its current business plan and meet its obligations through fiscal 2014; however. the Company's ability to continue to fund operations and meet its obligations is largely dependent on its ability to gauge the fashion tastes of its customers and to provide merchandise that satisfies customer demand. The Company's current business plan assumes that its operating cash in-flows will improve in the second half of 2014 as a result of changes to its merchandising strategy which focuses on the allocation of product assortment and better managing its inventory levels to sales trends. However, the Company's failure to anticipate, identify, or react to changes in customer taste and demand could adversely affect the results of operations, including its ability to generate positive cash flows from operations, and consequently, its ability to fund operations, to obtain additional financing, and to repay its financing obligations. | ||
The Company has made key changes to merchandising personnel and developed a planning and allocation team in order to streamline its product assortment and to better anticipate changes in customer preferences. Further, the Company is better managing inventory to be consistent with sales trends, allowing reductions in potential markdowns, and to optimize its store workforce. The Company believes that these initiatives will also enable them ultimately realize higher sales levels and improved gross margins during fiscal year 2014. If however, future comparable store sales continue to decline or do not improve consistent with our forecasts and/or the Company's direct business does not improve from the prior year, its cash flows would be materially adversely impacted. | ||
In addition to its sales and inventory planning and management initiatives, the Company has taken several other actions to increase its liquidity during fiscal 2014 which it believes should be adequate to finance its working capital needs for through 2014. Actions have included cost reductions such as closing underperforming stores, headcount reductions, and delaying non-essential capital projects until such time as the Company can generate sufficient cash flows from operations to fund its capital expenditures. Subsequent to the fiscal year ended December 28, 2013, the Company's actions have included the following: | ||
• | The Company closed twelve stores between December 29, 2013 and March 17, 2014 and intends to close another five stores during the remainder of fiscal year 2014. | |
• | During the first quarter of fiscal year 2014, the Company received a total of $13.9 million in Federal income tax refunds resulting primarily from a net operating loss carryback to fiscal years 2011 and 2012. | |
• | On February 6, 2014, the Company entered into a new asset based credit facility agreement (the "Credit Facility Agreement") with Crystal, as administrative and collateral agent which provides for a $17.0 million senior secured credit facility, which includes a term loan facility of $12.0 million advanced on the closing date and a revolving credit facility of $5.0 million that was not drawn upon on the closing date. Additionally, the Credit Facility Agreement provides for an uncommitted term loan facility of up to $7.0 million. The Credit Facility Agreement will mature on February 6, 2017 and is secured by substantially all of the Company's assets. The proceeds of the term loan facility were used to pay all amounts owed under and retire its prior $5.0 million credit facility, to pay certain related fees and expenses, to fund working capital and for other corporate purposes. | |
As of March 22, 2014, the Company had $20.1 million in cash and $12.0 million drawn against eligible account receivables and inventory in our borrowing base collateral. Refer to note 14 Subsequent Events for further disclosure regarding the new credit facility. | ||
The Company is currently seeking additional financing under sale-leaseback arrangements for capital expenditures related to the new distribution center and corporate headquarters incurred during 2013 to increase its working capital and potentially fund the completion of the new facility. Should the Company not obtain this financing, the project will continue to be postponed until such time that the Company generates positive cash flows from operations or can obtain other financing. | ||
Principles of Consolidation | ||
The accompanying Consolidated Financial Statements, prepared in accordance principles generally accepted in the United States of America ("GAAP"), include the assets, liabilities, stockholders' equity, revenues and expenses of the Company and its wholly-owned subsidiaries, Body Central Stores, Inc., formerly known as Body Shop of America, Inc., a Florida Corporation, Body Central Direct, Inc., formerly known as Catalogue Ventures, Inc., a Florida corporation, and Body Central Services, Inc., also a Florida corporation. All intercompany accounts and transactions have been eliminated in consolidation. | ||
Fiscal Year | ||
The Company’s fiscal year ends on the Saturday closest to December 31. As used herein, the periods presented are the fiscal years ended December 28, 2013, December 29, 2012, and December 31, 2011, respectively. Fiscal years 2013, 2012, and 2011 include 52 week periods. References to years in the Consolidated Financial Statements relate to fiscal years rather than calendar years. | ||
Use of Estimates | ||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, management evaluates its estimates and assumptions, including those related to inventory valuation, property and equipment, recoverability of long-lived assets, including intangible assets, income taxes, and stock-based compensation. | ||
Segment Reporting | ||
The Financial Accounting Standards Board (“FASB”) has established guidance for reporting information about a company’s operating segments, including disclosures related to a company’s products and services, geographic areas and major customers. The Company has aggregated its net revenues generated from its retail stores and its direct business unit into one reportable segment. The Company aggregates its operating segments because they have a similar class of customer, nature of products, and distribution methods as well as similar economic characteristics. The Company has no international sales. All of the Company’s identifiable assets are in the United States. | ||
Revenue Recognition | ||
The Company recognizes revenue, and the related cost of goods sold is expensed, at point-of-sale or upon delivery to customers. | ||
Inventory shipping and handling fees billed to customers for online and catalog sales are included in net revenues, and the related shipping and handling costs are included in cost of goods sold. Based on historical sales returns, an allowance for sales returns is recorded as a reduction of net revenues in the periods in which the sales are recognized. Sales tax collected from customers is excluded from net revenues and is included as part of accrued expenses and other current liabilities on the Consolidated Balance Sheets. | ||
The Company sells gift cards in its retail stores, which do not expire or lose value over periods of inactivity and accounts for gift cards by recognizing a liability at the time a gift card is sold. The Company recognizes revenue from gift cards and gift certificates when they are redeemed by the customer. | ||
Income from unredeemed gift certificates and gift cards is recognized when it is determined that the likelihood of the gift certificate or gift card being redeemed is remote and that there is no legal obligation to remit unredeemed gift certificates and gift cards to relevant jurisdictions and included in other income on the Company's Consolidated Statements of Comprehensive Income. | ||
Cash and Cash Equivalents | ||
The Company considers all short-term investments with an initial maturity of three months or less when purchased to be cash equivalents. Included in the Company's cash equivalents are short-term credit card receivables. | ||
Inventories | ||
Inventories are comprised principally of women’s apparel and accessories and are stated at the lower of cost or market, on a first-in-first-out basis, using the retail inventory method. Included in the carrying value of merchandise inventory, and reflected in cost of goods sold, is a reserve for shrinkage which is accrued between physical inventory dates as a percentage of sales based on historical inventory results. | ||
The Company reviews its inventory levels to identify slow-moving merchandise and generally uses markdowns to clear this merchandise. The Company records a markdown reserve based on estimated future markdowns related to current inventory to clear slow-moving inventory. These markdowns may have an adverse impact on earnings, depending on the extent and amount of inventory affected. The markdown reserve is recorded as an increase to cost of goods sold in the Consolidated Statements of Comprehensive Income. | ||
Property and Equipment | ||
Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, any resulting gain or loss is included in the results of operations for the respective period. Depreciation expense is recorded over the estimated useful life of the related assets using the straight-line method for financial statement purposes. The estimated useful lives generally range from three to fifteen years. The Company uses other depreciation methods (generally accelerated) for tax purposes, as appropriate. | ||
Leasehold improvements are depreciated using the straight-line method over the shorter of the remaining lease term or the estimated useful lives of the improvements. | ||
Assets included in financing sale-leaseback arrangements are included in Property and equipment, net of accumulated depreciation in the Consolidated Balance Sheets and are depreciated using the straight-line method over the estimated useful life of the related assets. | ||
The Company's policy is to periodically review the estimated useful lives of its fixed assets. This review during 2013 indicated that the actual useful lives used for certain assets were shorter that the useful lives used for depreciation purposes in the Company's Consolidated Financial Statements. As a result, the Company revised the estimated useful lives of certain assets, primarily resulting from planned store closures in fiscal 2014 and the anticipated disposal of certain information technology assets. The effect of these changes was an increase depreciation expense by $608,000 for the fiscal year ended December 28, 2013. | ||
Impairment of Depreciable Long-Lived Assets | ||
The Company follows ASC 360, Property, Plant and Equipment, which requires impairment losses to be recorded on long-lived assets used in operations whenever events or changes in circumstances indicate that the net carrying amounts may not be recoverable. Long-lived asset groups are determined based on an assessment of the lowest level for which identifiable cash flows are independent of the cash flows of other groups of assets and liabilities. Examples of events or changes in circumstances are negative cash flows from operations, projected negative cash flow from operations associated with the use of an asset or asset group (collectively, the "asset"), declines in market prices associated with an asset, etc. Once the Company has determined that a triggering event has occurred, and the intent is to hold the asset for continued use, the Company performs an evaluation to compare whether the total undiscounted cash flows are greater or less than the asset's carrying value ("recoverability test"). If the carry value is greater than the undiscounted cash flow, the Company deems the asset or asset group to be impaired. The cash flows used for determining the asset's recoverability is subjective and required significant judgment. The Company estimates the cash flows of its assets based on historical trends, internal budgets and projections, including sales, cost of goods sold, costs associated with repairs and maintenance, the primary asset's remaining useful life, expected salvage value, etc. | ||
If the initial recoverability test indicates impairment, the Company uses an income valuation (discounted cash flow) approach to calculate the asset's fair value using the weighted-average cost of capital. To the extent that the carrying value exceeds the fair value, the Company recognizes an impairment loss, which would be included in income from operations. | ||
During the fourth quarter 2013, the Company determined that an impairment review of its stores' fixed assets was necessary based on continued negative comparable store trends and results of operations underperforming against projections. The Company compared the undiscounted cash flows at the individual store level for recoverability and determined that 20 stores required additional analysis. The Company excluded stores which had been open less than 18 months for the analysis. In determining the discount factor to apply for assessing fair value, the Company used the weighted-average cost of capital consistent with its impairment testing of goodwill and other indefinite-lived intangible assets. Based on the results of management's assessment, the Company recognized a non-cash impairment loss related to its stores of $933,000 included in the impairment of depreciable long-lived assets on the Consolidated Statements of Comprehensive Income for the fiscal year ended December 28, 2013. | ||
Goodwill and Other Intangible Assets | ||
Goodwill and intangibles with indefinite lives are required by ASC 350-20 Intangibles - Goodwill and Other - Goodwill and ASC 350-30 Intangibles - Goodwill and Other - General Intangibles Other Than Goodwill to be tested for impairment annually. The Company conducts an impairment test of its recorded goodwill and other indefinite-lived intangible assets on the balance sheet date of each fiscal year, or more frequently if impairment indicators are present resulting from a change in circumstances. Pursuant to the guidance in ASC 350, the Company first performs a qualitative analysis of its trade name and of the goodwill of the stores and direct business reporting units to determine if a quantitative analysis is necessary. This analysis considers factors such as the year over year change in its competitive retail sector, comparable store sales, catalog and e-commerce sales, stock price fluctuations, actual and forecasted sales, the Company's market value relative to its book value, debt levels, and cash (used in) provided by operations. The qualitative analysis further evaluates the progress and impact of changes in its infrastructure and refinements to the Company’s strategic objectives. If, during the qualitative analysis, the Company determines that it is more likely than not that the carrying value of the reporting unit or trade name is greater than its fair value, a quantitative analysis is performed. | ||
When the Company determines the quantitative testing for its trade name is necessary, the Company compares the carrying value of the trade name to its fair value; if the carrying value exceeds its fair value, an impairment loss is recognized in an amount equal to the excess. In assessing the fair value of its trade name, the Company uses the relief-from-royalty discounted cash flow approach. | ||
If the Company determines that quantitative testing for goodwill impairment is necessary, the first step involves comparing the fair value of a reporting unit to its carrying amount, including goodwill, after any long-lived asset impairment charges. If the carrying amount of the reporting unit exceeds its fair value, a second step is performed to determine whether there is a goodwill impairment, and if so, the amount of the loss. This step revalues all assets and liabilities of the reporting unit to their current fair value and then compares the implied fair value of the reporting unit’s goodwill to the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of the goodwill, an impairment loss is recognized in an amount equal to the excess. In assessing the fair value of its goodwill, the Company uses the discounted cash flow method. | ||
Goodwill and indefinite-lived intangible reviews are highly subjective and involve the use of significant estimates and assumptions. These estimates and assumptions can have a significant impact on the amount of any impairment loss recorded. The Company uses discounted cash flow methods (income valuation approach) which are dependent on future sales trends, market conditions and the cash flows from each reporting unit over several years. Actual cash flows in the future may differ significantly from those previously forecasted. Forecasts consider the potential impact of certain factors including strategic growth initiatives centered on a more consistent and singular approach to branding, merchandise content and customer messaging, as well as expectations of improvements in comparable store sales trends. If these growth strategies are not achieved, the Company could experience an impairment of goodwill or intangible assets. Other significant assumptions in these forecasts include growth rates and the discount rates applicable to future cash flows. | ||
Refer to Note 4 Goodwill and Other Intangibles for additional disclosure regarding procedures performed during fiscal 2013. | ||
Comprehensive (Loss)Income | ||
Comprehensive (loss) income consists of net (loss) income and other gains and losses affecting shareholders' equity that, under GAAP, are excluded from net (loss) income. The Company has no items of other comprehensive (loss) income in any period presented. Therefore, net income as presented in the Consolidated Statements of Comprehensive (Loss) Income equals comprehensive (loss) income. | ||
Accounting for Stock-Based Compensation | ||
The Company has adopted the provisions of ASC 718, Compensation—Stock Compensation, which establishes accounting for equity instruments exchanged for employee services. Under the provisions of this statement, stock-based compensation expense is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense by the graded-vested method over the employee's requisite service period (generally the vesting period of the equity grant). As required under this guidance, the Company estimates forfeitures for options granted which are not expected to vest based on future expectations. Changes in these inputs and assumptions can materially affect the measurement of the estimated fair value of the Company's stock-based compensation expense. Stock-based compensation expense is included in selling, general and administrative expenses and cost of goods sold in the accompanying Consolidated Statements of Comprehensive Income. | ||
Operating Leases | ||
The Company leases retail stores and office space under non-cancelable operating leases. Most store leases contain construction allowance reimbursements by landlords, rent escalation clauses and/or contingent rent provisions. Except for contingent rent, the Company recognizes rent expense on a straight-line basis over the lease term and records the difference between the amount charged to expense and the rent paid as a deferred rent liability. Contingent rent, determined based on a percentage of sales in excess of specified levels, is recognized as rent expense when achievement of the specified sales that triggers the contingent rent is probable. | ||
Deferred rent is recognized when a lease contains a predetermined fixed escalation of minimum rent. The Company recognizes the related rent expense on a straight-line basis from possession date and records the differences between the recognized rental expense and the amounts payable under the lease as deferred rent. The Company records a deferred rent liability and amortizes the deferred liability as a reduction to rent expense on the Consolidated Statements of Comprehensive Income over the lease term. Deferred rent is included in other liabilities in the accompanying Consolidated Balance Sheets. | ||
Advertising | ||
The Company expenses advertising costs in the period in which they are incurred. Advertising expense, which is classified in selling, general and administrative expenses in the accompanying Consolidated Statements of Comprehensive Income, was $4.1 million, $1.3 million, and $1.1 million for fiscal years 2013, 2012 and 2011, respectively. | ||
Income Taxes | ||
Income taxes are accounted for pursuant to ASC 740, Income Taxes, which requires that the Company recognize deferred income taxes, which include net operating loss carry forwards and tax credit carry forwards among other items. Deferred income taxes are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are offset by deferred tax liabilities relating to nondeductible temporary differences. Recognition of deferred tax assets is based on management's belief that it is more likely than not that the tax benefit associated with temporary differences will be utilized. | ||
The FASB issued guidance requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the net deferred tax assets will not be realized. In determining whether a valuation allowance is warranted, the Company evaluates factors such as prior earnings history, expected future earnings, carry-back and carry-forward and tax strategies that could potentially enhance the likelihood of the realization of a deferred tax asset. These assumptions require significant judgment about the forecasts of future taxable income made at the time based on current and projected circumstances and conditions and are consistent with the plans and estimates used to manage the business. In accordance with the applicable accounting standards, the Company maintains a valuation allowance for a deferred tax asset when it is deemed it to be more likely than not that some or all of the deferred tax asset will not be realized. When determining the valuation allowance, the Company excludes deferred tax liabilities which are associated with indefinite lived assets as the timing of a reversal of the temporary difference cannot be known until such time that the asset is either impaired or the Company is sold. The Company recorded a valuation allowance related to its deferred tax assets at their estimated net realizable value due to the uncertainty related to realization of these assets. Refer to note 9 Income Taxes for further disclosure related to the valuation allowance. | ||
The Company follows ASC 740, Income Taxes, guidance on accounting for uncertainty in income taxes. The standard prescribes a recognition threshold and measurement attributable for financial statement recognition and measurement of tax positions taken or expected to be taken in tax returns. In addition, the standard provides guidance on de-recognition, classification, and disclosure of tax positions, as well as the accounting for related interest and penalties. The Company does not have any uncertain tax provisions recorded in its Consolidated Financial Statements. | ||
Interest and penalties, if any, are recognized in the provision for income taxes in the Consolidated Statements of Comprehensive Income. Accrued interest and penalties, if applicable, are included within the related tax liability line on the Consolidated Balance Sheets. | ||
Cost of Goods Sold | ||
Cost of goods sold includes the direct cost of purchased merchandise, distribution costs, all freight costs incurred to get merchandise to our stores and our direct customers, costs incurred to produce and distribute our catalogs, store occupancy costs and buying costs. In addition, markdowns taken, markdown reserves for slow moving items and inventory reserves are included in cost of goods sold. | ||
Selling, General and Administrative Expenses | ||
Selling, general and administrative expenses include operating expenses not in cost of goods sold, primarily administration, marketing, stock-based compensation and store operating expenses, excluding store occupancy costs. Store opening costs are expensed as incurred and are included in selling, general and administrative expense in the Consolidated Statements of Comprehensive Income. | ||
Insurance and Self-Insurance | ||
The Company uses a combination of insurance and self-insurance for a number of risk management activities including workers' compensation, general liability, automobile liability and employee-related health care benefits, a portion of which is paid by the employees. Costs related to claims are accrued based on known claims and historical experiences of incurred but not reported claims received from our insurers. The Company believes that it has adequately reserved for its self-insurance liability, which is capped through the use of stop-loss contracts and specified retentions with insurance companies. However, any significant variation of future claims from historical trends could cause actual results to differ from the accrued liability. | ||
Concentration of Credit Risk | ||
Financial instruments subject to concentrations of credit risk consist primarily of cash. The Company places its cash with what it believes to be high credit quality institutions. At times such instruments may be in excess of the FDIC insurance limit. | ||
Contingencies | ||
Certain conditions may exist which may result in a loss to the Company which will only be resolved when one or more future events occur or fail to occur. The Company's management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company's legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of the relief sought or expected to be sought therein. | ||
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in the Company's Consolidated Financial Statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. | ||
Reclassifications | ||
The Company reclassified the income tax receivable for fiscal year 2012 from prepaid expenses and other current assets to conform to the presentation for fiscal year 2013 in the Consolidated Balance Sheets. This reclassification had no effect on previously reported net income. | ||
New Accounting Standards | ||
In February 2013, the FASB issued ASU No. 2013-2, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. ASU No. 2013-2 requires presentation of reclassification adjustments from each component of accumulated other comprehensive income either in a single note or parenthetically on the face of the financial statements, for those amounts required to be reclassified into net income in their entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety in the same reporting period, cross-reference to other disclosures is required. The Company fully adopted the guidance during the first quarter of 2013. There were no classification adjustments for the fiscal year ended December 28, 2013. The adoption of this guidance did not have a material impact on the Company’s financial statements or disclosures. | ||
In July 2012, the FASB issued ASU No. 2012-02, Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. ASU No. 2012-02 allows an entity to first assess qualitative factors to determine whether it is necessary to perform a quantitative impairment test. Under these amendments, an entity would not be required to re-calculate the fair value of an indefinite-lived intangible asset unless the entity determines, based on qualitative assessment, that it is not more likely than not, the indefinite-lived intangible asset is impaired. The amendments include a number of events and circumstances for an entity to consider in conducting the qualitative assessment. The amendments became effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, early adoption was permitted. The adoption of this guidance did not have a material impact on the Company's financial statements or disclosures. |
Financial_Instruments
Financial Instruments | 12 Months Ended | |||||||||||
Dec. 28, 2013 | ||||||||||||
Financial Instruments | ' | |||||||||||
Financial Instruments | ' | |||||||||||
Financial Instruments | ||||||||||||
The FASB-issued guidance establishes a framework for measuring fair value that is based on the inputs market participants use to determine fair value of an asset or liability and establishes a fair value hierarchy to prioritize those inputs. The guidance under this statement describes a hierarchy of three levels of input that may be used to measure fair value: | ||||||||||||
•Level 1 — Inputs based on quoted prices in active markets for identical assets and liabilities. | ||||||||||||
• | Level 2 — Inputs other than Level 1 quoted prices, such as quoted prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability. | |||||||||||
• | Level 3 — Unobservable inputs based on little market or no market activity and which are significant to the fair value of the assets and liabilities. | |||||||||||
The Company’s material financial instruments consist primarily of cash and cash equivalents, short-term investments, accounts receivable, accounts payable and accrued expenses. The fair values of cash, accounts receivable, accounts payable and accrued expenses are equal to their carrying values based on their liquidity. | ||||||||||||
Considerable judgment is required in interpreting market data to develop estimates of fair value. The fair value estimates presented herein are not necessarily indicative of the amount that the Company or the debt holders could realize in a current market exchange. The use of different assumptions and/or estimation methodologies may have a material effect on the estimated fair value. | ||||||||||||
Money market securities, which are short-term investments of excess cash, are classified as cash and cash equivalents on the accompanying Condensed Consolidated Balance Sheets. | ||||||||||||
The Company has determined the estimated fair value amounts of its financial instruments using available market information for those financial instruments which measured at fair value on a recurring basis. As of December 28, 2013, the Company held no investments in debt or equity securities. As of December 29, 2012, the Company held the following: | ||||||||||||
December 29, | Quoted | Significant | Significant | |||||||||
Prices in | Other | Unobservable | ||||||||||
Active | Observable | Inputs | ||||||||||
Markets | Inputs | |||||||||||
Description | 2012 | (Level 1) | (Level 2) | (Level 3) | ||||||||
(in thousands) | ||||||||||||
Money Market Funds | 11,740 | 11,740 | — | — | ||||||||
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Dec. 28, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property and Equipment | ' | ||||||||
Property and Equipment | |||||||||
Property and equipment as of December 28, 2013 and December 29, 2012 consist of the following: | |||||||||
Fiscal Year Ended | |||||||||
December 28, 2013 | December 29, 2012 | ||||||||
(in thousands) | |||||||||
Furniture, fixtures, and equipment | $ | 36,557 | $ | 21,924 | |||||
Leasehold improvements | 41,638 | 36,714 | |||||||
78,195 | 58,638 | ||||||||
Accumulated depreciation and amortization | (32,463 | ) | (25,123 | ) | |||||
Property and equipment, net | $ | 45,732 | $ | 33,515 | |||||
Depreciation and amortization expense related to property and equipment was $8.8 million, $6.2 million, and $4.6 million for fiscal years 2013, 2012 and 2011, respectively. Included in depreciation expense for fiscal year 2013, was $608,000 of accelerated depreciation related to the implementation of the new operating system for the direct operating segment and to the 17 stores which will be closed during fiscal 2014. | |||||||||
The Company performed a fixed asset impairment analysis on its underperforming stores for the fiscal year ended December 28, 2013 and determined that the carrying value of the fixed assets exceeded the fair value for 20 stores. The Company excluded stores which had been open less than 18 months and stores scheduled to close during fiscal 2014 from its analysis. Of the $933,000 impairment loss recognized, $528,000 was included in furniture, fixtures, and equipment and $405,000 was included in leasehold improvements. | |||||||||
The Company incurred costs of $18.1 million, $12.1 million and $5.7 million for capital expenditures, excluding tenant allowances of $4.2 million, $5.8 million and $4.1 million for fiscal years 2013, 2012 and 2011, respectively. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 12 Months Ended | ||||||||
Dec. 28, 2013 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||
Goodwill and Intangible Assets | ' | ||||||||
Goodwill and Intangible Assets | |||||||||
In accordance with ASC 350 Intangibles - Goodwill and Other, the Company tests its goodwill and other indefinite-lived intangible assets for impairment annually, or more frequently if impairment indicators exist. During fiscal year 2013, the Company performed impairment analyses for its stores and direct reporting units. | |||||||||
Goodwill | |||||||||
In performing its impairment analysis, the Company developed a range of fair values for its reporting units using a discounted cash flow methodology. The discount rate applied to projected future cash flows to arrive at the present value was intended to reflect all risks of ownership and the associated risks of realizing the stream of projected future cash flows. The discounted cash flow methodology used the Company's projections for financial performance over a nine year period. The most significant assumptions used in the discounted cash flow methodology were the discount rate, the terminal value and expected future revenues, gross margins and operating margins. Inherent in the fair value determination were certain judgments and estimates relating to future cash flows, including the Company's interpretation of current economic indicators and market valuations, and assumptions about the Company's strategic plans with regard to its operations. | |||||||||
Direct Business Reporting Unit | |||||||||
During the second quarter of 2013, the Company performed an interim impairment test over the goodwill related to its direct business reporting unit primarily as a result of continued lower-than-expected overall growth compared to growth expectations as of June 29, 2013. These variations constituted a triggering event in which the Company determined that it was more-likely-than-not that the reporting unit's carrying value exceeded its fair value. As a result of the qualitative analysis, the Company concluded that a step 1 analysis was necessary. | |||||||||
The Company performed the step 1 analysis for assessing whether an impairment of the goodwill on its direct business reporting unit existed using a discounted cash flow method (income valuation approach under ASC 820). The most significant assumptions included in the fair value estimate included projected annual revenue and margins, earnings before interest, taxes, depreciation and amortization ("EBITDA"), etc. Growth assumptions were primarily based on a combination of historical performance, initial customer reaction to the changes in the merchandise mix in the catalog, decreases in catalog drops, and anticipated changes in the revenue stream mix from primarily catalogue to primarily e-commerce. In determining the discount rate, the Company used a combination of its discounted cash flow to invested capital and discounted cash flow to invested equity methodologies. Based on the results of the step 1 analysis, the Company concluded that the carrying value of the direct reporting unit exceeded its fair value. Consequently, the Company performed a step 2 analysis to determine if the carrying value of the direct business reporting unit exceeded its implied fair value. | |||||||||
In performing step 2 of the analysis, the Company assumes a hypothetical sale of the reporting unit to determine the residual value of its goodwill; as such, the provisions of ASC 805 Business Combinations are applied. ASC 805 requires the use of the acquisition method in determining the implied fair value of the reporting unit by estimating the fair value of the stores reporting unit’s identifiable assets and liabilities. The implied fair value considers the impact of deferred taxes and the fair value of identifiable intangible assets to determine the residual value of the reporting unit's goodwill. Based on the results of that review, the Company recorded an impairment loss for its direct reporting unit for $10.4 million as of June 29, 2013. Consequently, the direct reporting unit had no remaining goodwill. | |||||||||
Stores Reporting Unit | |||||||||
During the Company's annual impairment testing required under ASC 350 for the fiscal year ended December 28, 2013, the Company considered quantitative factors (step 0) in determining whether additional analysis was necessary for its stores reporting unit. The Company considered the following factors when considering whether it is was more-likely-than-not that the carrying value of the stores reporting unit exceeded its fair value: continued declines in comparable store sales; lower-than-expected new store sales compared to forecasts; continued negative operating cash flows; and declining profit margin resulting from significant markdowns taken during the fourth quarter. Based on the results of the qualitative analysis, the Company determined that a step 1 analysis was necessary. | |||||||||
The Company performed the step 1 analysis for assessing whether an impairment of goodwill on its stores reporting unit existed using a discounted cash flow method (income valuation approach under ASC 820). The most significant assumptions included in the fair value estimate included projected annual revenue and margin growth, EBITDA, etc. In determining the discount rate, the Company used a combination of its discounted cash flow to invested capital and discounted cash flow to invested equity methodologies. As result of the step 1 analysis, the Company concluded that the carrying value of the stores reporting unit exceeded its fair value. Consequently, the Company performed a step 2 analysis to determine if the carrying value of the stores reporting unit exceeded its implied fair value. | |||||||||
In determining the implied fair value of the stores reporting unit, the Company assumed a hypothetical sale of the reporting unit considering the impact of deferred taxes and the fair value of identifiable intangible assets to determine the residual value of the reporting unit's goodwill. The Company compared the implied fair value of the stores reporting unit to its carrying value and concluded that an impairment of the reporting unit's goodwill was required. Based on the outcome of the Step 2 analysis, the Company recorded an impairment loss for its stores reporting unit for $11.1 million as of December 28, 2013. Consequently, the stores unit had no remaining goodwill. | |||||||||
The changes in the carrying amount of goodwill for the years ended December 28, 2013 and December 29, 2012 are as follows: | |||||||||
Fiscal Year Ended | |||||||||
December 28, | December 29, | ||||||||
2013 | 2012 | ||||||||
(in thousands) | |||||||||
Goodwill, gross | $ | 55,470 | $ | 55,470 | |||||
Accumulated impairment losses | (55,470 | ) | (33,962 | ) | |||||
Goodwill, net of impairments | $ | — | $ | 21,508 | |||||
Intangibles Other Than Goodwill | |||||||||
In accordance with ASC 350, the Company performed its annual impairment testing for its indefinite-live intangible assets as of December 28, 2013. The Company first performed a qualitative (step 0) analysis to determine whether it was more-like-than-not that the carrying value of the Company's trade name exceeded its fair value. The Company considered factors such as the continued decline is its stock price, the significant decline in its market cap over the third and fourth quarters of 2013, and the decline in the Company’s overall financial performance as compared to the forecast, including lower-than-expected sales for both the stores and direct reporting units and an overall decline in net working capital available to fund operations. Based on the results of its qualitative analysis, the Company concluded that a step 1 analysis of its trade name was necessary. | |||||||||
In performing step 1 of the impairment analysis, the Company estimated the required rate of return on its working capital and fixed assets by deducting the weighted, after-tax required returns on working capital, fixed assets, and other assets from the weighted average cost of capital. The Company applied the relief-from-royalty methodology (income approach pursuant to ASC 820). In order to estimate the royalty rate, the Company considered estimated long-term sales and margin growth, third-party royalty rate data, and the relative risk of the asset. The Company applied the estimated royalty rate to projected net sales, which was tax effected to estimate the after-tax royalty stream. The Company compared the $16.6 million carrying value of the trade name to the estimated fair value calculated using the relief-from-royalty discounted cash flow method and, based on the results of this analysis, the Company concluded that the fair value of its trade name exceeded its carrying value. As such, impairment of the Company's trade name was deemed unnecessary. | |||||||||
Intangible assets consist of the following: | |||||||||
Customer | Trade names | ||||||||
Relationships | and trademarks | ||||||||
Gross amount as of December 28, 2013 | $ | 585 | $ | 16,574 | |||||
Accumulated amortization | (585 | ) | — | ||||||
Net amount as of December 28, 2013 | $ | — | $ | 16,574 | |||||
Gross amount as of December 29, 2012 | $ | 585 | $ | 16,574 | |||||
Accumulated amortization | (585 | ) | — | ||||||
Net amount as of December 29, 2012 | $ | — | $ | 16,574 | |||||
Trade names and trademarks are deemed to be indefinite life intangibles and are thus not subject to amortization. Unfavorable retail leases are included in other liabilities in the Consolidated Balance Sheets. | |||||||||
Aggregate amortization expense related to intangible assets was $0, $117,000, and $556,000 for fiscal years 2013, 2012 and 2011, respectively. |
Accrued_Expenses_and_Other_Cur
Accrued Expenses and Other Current Liabilities | 12 Months Ended | ||||||||
Dec. 28, 2013 | |||||||||
Accrued Expenses and Other Current Liabilities | ' | ||||||||
Accrued Expenses and Other Current Liabilities | ' | ||||||||
Accrued Expenses and Other Current Liabilities | |||||||||
The major components of accrued expenses and other current liabilities are as follows: | |||||||||
Fiscal Year Ended | |||||||||
December 28, | December 29, | ||||||||
2013 | 2012 | ||||||||
(in thousands) | |||||||||
Accrued payroll and related taxes | $ | 5,241 | $ | 4,611 | |||||
Accrued occupancy | 4,162 | 3,529 | |||||||
Taxes, other than income taxes | 1,314 | 1,815 | |||||||
Gift certificates and store merchandise credits | 1,571 | 2,661 | |||||||
Other | 12,335 | 7,116 | |||||||
Total accrued expenses and other current liabilities | $ | 24,623 | $ | 19,732 | |||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||||||||||
Dec. 28, 2013 | |||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||||||
Commitments and Contingencies | ' | ||||||||||||
Commitments and Contingencies | |||||||||||||
Operating Leases | |||||||||||||
The Company’s retail stores and corporate offices are in leased facilities. Lease terms for retail stores generally range up to ten years and provide for escalations in base rents. The Company does not have obligations to renew the leases. Certain leases provide for contingent rentals based upon sales. Most leases also require additional payments covering real estate taxes, common area costs and insurance. | |||||||||||||
Future minimum rental commitments, by year and in the aggregate, under non-cancelable operating and capital leases as of December 28, 2013, are as follows: | |||||||||||||
Fiscal Year | (in thousands) | ||||||||||||
2014 | $ | 25,961 | |||||||||||
2015 | 23,838 | ||||||||||||
2016 | 21,173 | ||||||||||||
2017 | 16,566 | ||||||||||||
2018 | 11,155 | ||||||||||||
Thereafter | 13,727 | ||||||||||||
Total | $ | 112,420 | |||||||||||
Rent expense under non-cancelable operating leases was as follows: | |||||||||||||
Fiscal Year Ended | |||||||||||||
December 28, | December 29, | December 31, 2011 | |||||||||||
2013 | 2012 | ||||||||||||
(in thousands) | |||||||||||||
Minimum rentals | $ | 28,569 | $ | 24,965 | $ | 20,957 | |||||||
Contingent rentals | 1,311 | 2,515 | 3,055 | ||||||||||
Total rent expense | $ | 29,880 | $ | 27,480 | $ | 24,012 | |||||||
Employment Contracts | |||||||||||||
The Company is subject to employment agreements with certain executives, which provide for compensation and other certain benefits. The agreements also provide for severance payments under certain circumstances. | |||||||||||||
Litigation | |||||||||||||
The Company is involved in various legal proceedings incidental to the conduct of its business. In the opinion of management, based on the advice of external legal counsel, the lawsuits and claims pending are not likely to have a material adverse effect on the Company’s financial condition, results of operations or cash flows. Legal fees related to legal proceedings are included in selling, general, and administrative expenses in the Consolidated Statements of Comprehensive (Loss) Income. | |||||||||||||
On August 27, 2012, a securities class action, Mogensen v. Body Central Corp. et al., 3:12-cv-00954, was filed in the United States District Court for the Middle District of Florida against the Company and certain of the Company’s current and former officers and directors. The amended complaint, filed on February 22, 2013, on behalf of persons who acquired the Company’s stock between November 10, 2011 and June 18, 2012, alleges that defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5 by making false or misleading statements about the business and operations, thereby causing the stock price to be artificially inflated during that period. The complaint seeks monetary damages in an unspecified amount, equitable relief, costs and attorney’s fees. On March 19, 2014, the United States District Court for the Middle District of Florida granted the defendants' motion to dismiss. The court gave plaintiffs leave to file an amended complaint within 21 days. The Company believes that the complaint lacks merit and will continue to defend its position vigorously should an amendment be filed. The Company does not believe that the outcome of the class action will have a material adverse effect on the business, financial statements, or disclosures. |
SaleLeaseback_Agreement
Sale-Leaseback Agreement | 12 Months Ended | ||||
Dec. 28, 2013 | |||||
Leases [Abstract] | ' | ||||
Sale-Leaseback Agreement | ' | ||||
Sale-Leaseback Agreement | |||||
On November 12, 2013, the Company entered into a sale-leaseback arrangement to finance its information technology initiatives. Under the agreement, the Company is leasing back the property and equipment from the buyer/lessor over a period of four years, upon which, the Company will exercise the bargain purchase option to repurchase the property and equipment. The transaction has been accounted for as a financing arrangement, wherein the property remains on the Company's Consolidated Balance Sheets and will continue to be depreciated over the assets' useful lives. A financing obligation in the amount of $3.2 million representing the proceeds has been recorded under "Financing obligation, sale leaseback" on the Company's Consolidated Balance Sheets and is being reduced based on the payments under the lease. The minimum annual rental payments are as follows: | |||||
Fiscal Year | (in thousands) | ||||
2014 | $ | 887 | |||
2015 | 887 | ||||
2016 | 887 | ||||
2017 | 887 | ||||
Total minimum payments | $ | 3,548 | |||
Amounts representing interest | 388 | ||||
Financing obligation, sale-leaseback | $ | 3,160 | |||
Debt
Debt | 12 Months Ended |
Dec. 28, 2013 | |
Debt Disclosure [Abstract] | ' |
Debt | ' |
Debt | |
On January 20, 2012, the Company entered into a Line of Credit Agreement with BB&T that provided for a revolving line of credit facility in the amount of $5.0 million with an accordion feature that allows BB&T to increase the facility up to $20 million at its sole discretion. The facility had an original maturity date of May 5, 2013. The facility bears interest at the one month LIBOR rate plus 1.35% per annum, as adjusted monthly on the first day of each month, with an all-in floor rate of 2.0%. The facility is secured by all the assets of the Company. The Line of Credit Agreement includes a financial covenant requiring the Company to have a Tangible Net Worth (as defined in the Line of Credit Agreement) of $30.0 million quarterly, and other customary covenants. | |
On March 8, 2013, the Company renewed the Line of Credit Agreement; the renewed facility has a maturity date of March 5, 2015. There were no significant changes to the terms or conditions from the original agreement dated January 20, 2012. | |
As of December 28, 2013, the Company was in compliance with all covenants. The Company had $5.0 million in direct borrowings under the revolving credit facility as of December 28, 2013. The fair value of debt borrowings under the line of credit approximates its carrying value. | |
On February 6, 2014, the Company entered into a new asset based credit agreement with Crystal In connection with entering into the new credit agreement, the Company paid all amounts owed under and retired the Company’s credit facility with BB&T. Refer to Note 14 Subsequent Events for further disclosure regarding the new credit facility. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||
Dec. 28, 2013 | ||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||
Income Taxes | ' | |||||||||||
Income Taxes | ||||||||||||
The components of the income tax (benefit) provision for the fiscal years ended December 28, 2013, December 29, 2012, and December 31, 2011 are as follows: | ||||||||||||
Fiscal Year Ended | ||||||||||||
December 28, 2013 | December 29, 2012 | December 31, 2011 | ||||||||||
(in thousands) | ||||||||||||
Current | ||||||||||||
Federal | $ | (9,771 | ) | $ | 5,745 | $ | 10,928 | |||||
State | (528 | ) | 575 | 1,520 | ||||||||
(10,299 | ) | 6,320 | 12,448 | |||||||||
Deferred | ||||||||||||
Federal | (839 | ) | 1,139 | (280 | ) | |||||||
State | 1,090 | (72 | ) | (243 | ) | |||||||
251 | 1,067 | (523 | ) | |||||||||
Total (benefit from) provision for income taxes | $ | (10,048 | ) | $ | 7,387 | $ | 11,925 | |||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's net deferred tax asset related to operations as of December 28, 2013 and December 29, 2012 are as follows: | ||||||||||||
Fiscal Year Ended | ||||||||||||
December 28, 2013 | December 29, 2012 | |||||||||||
(in thousands) | ||||||||||||
Gross deferred tax assets: | ||||||||||||
Reserves | $ | 19 | $ | 16 | ||||||||
Accrued expenses | 760 | 779 | ||||||||||
Inventory | 1,362 | 1,165 | ||||||||||
Stock-based compensation | 1,324 | 893 | ||||||||||
Restricted Stock | 479 | 216 | ||||||||||
Net operating losses | 994 | 2 | ||||||||||
Other | 1,622 | 1,130 | ||||||||||
Gross deferred tax assets before valuation allowance | 6,560 | 4,201 | ||||||||||
Less: valuation allowance | (3,019 | ) | — | |||||||||
Deferred tax asset, net of valuation allowance | 3,541 | 4,201 | ||||||||||
Gross deferred tax liabilities: | ||||||||||||
Intangibles | (6,324 | ) | (6,245 | ) | ||||||||
Property and equipment | (807 | ) | (1,295 | ) | ||||||||
Gross deferred tax liabilities | (7,131 | ) | (7,540 | ) | ||||||||
Net deferred tax liability | $ | (3,590 | ) | $ | (3,339 | ) | ||||||
The Company recognizes deferred tax assets based upon its belief that it is more likely than not that a tax benefit associated with temporary differences will be utilized. At December 28, 2013, the Company assessed a valuation allowance of $3.0 million against its deferred tax assets of which $1.0 million related to state tax net operating loss carry forwards included in the Company’s inventory. The Company concluded, based on its evaluation of the information available, that it was more likely than not that the deferred tax assets would not be recognized over the next twelve months. In evaluating the expectation of realization of deferred tax assets, management considers expectation concerning trends in earnings, taxable income in recent years, the future reversal of temporary differences and the availability of tax planning strategies that could be implemented if required. The Company assessed the valuation allowance on its deferred tax asset position without consideration of the $6.3 million deferred tax liability related to the indefinite-lived intangible asset. The Company has approximately $10.0 million in carryback potential related to the 2012 fiscal year to offset future losses; as such, the Company believes it is more likely than not that $3.5 million of the deferred tax asset will be realizable for future losses based on statutory rates. A change in the valuation allowance can occur if, based on new available information, there is a change in management’s assessment of the amount of the net deferred tax assets that is expected to be realized. | ||||||||||||
As March 17, 2013, the Company is currently not under examination by any significant taxing authorities and the tax years that remain subject to examination by major tax jurisdictions under the statute of limitations are for the fiscal years ended December 31, 2011 and forward. The effective rate differs from the statutory rate due to the following items: | ||||||||||||
Fiscal Year Ended | ||||||||||||
December 28, 2013 | December 29, 2012 | December 31, 2011 | ||||||||||
Amount computed using statutory rates | 35 | % | 35 | % | 35 | % | ||||||
State and local income taxes, net of federal benefit | 3.1 | 3.1 | 4 | |||||||||
Impairment of goodwill | (14.4 | ) | — | — | ||||||||
Change in valuation allowance | (5.8 | ) | — | — | ||||||||
Other | 1.3 | 0.1 | (1.3 | ) | ||||||||
Provision for income tax rate | 19.2 | % | 38.2 | % | 37.7 | % | ||||||
The Company recognizes income tax liabilities related to unrecognized tax benefits in accordance with FASB ASC 740, Income Taxes, guidance related to uncertain tax positions, and adjusts these liabilities when they change as the result of the evaluation of new information. The Company has no uncertain tax positions which would result in a related income tax liability as of December 28, 2013. |
StockBased_Compensation_Plan
Stock-Based Compensation Plan | 12 Months Ended | ||||||||||||
Dec. 28, 2013 | |||||||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||||||
Stock-Based Compensation Plan | ' | ||||||||||||
Stock-Based Compensation Plan | |||||||||||||
On May 24, 2012, the Company’s stockholders approved an amendment and restatement of the Company’s Amended and Restated 2006 Equity Incentive Plan (the “Plan”). The Plan as amended and restated (i) increases the number of shares available under the Plan by 400,000 shares; (ii) eliminates the element of the Plan’s definition of change of control that previously included a discretionary determination by the Board of Directors that a change of control had occurred; (iii) modifies treatment of awards upon a change of control of the Company to provide that, if a successor assumes or replaces awards granted under the Plan, 50% of the unvested portion of an award will vest and the remaining portion will not be accelerated upon the change of control unless the participant’s employment is also terminated; (iv) enhances the Plan’s flexibility with respect to award types and adds individual limits for each award type; and (v) makes future awards under the Plan subject to any “clawback” or recoupment policy that the Company maintains from time to time. | |||||||||||||
Stock-based compensation expense of $2.8 million, $1.3 million, $341,000, and net of forfeitures, for the fiscal years ended December 28, 2013, December 29, 2012, and December 31, 2011, respectively, is included in selling, general and administrative expenses and $(101,000), $730,000 , and $719,000 for the fiscal year ended December 28, 2013, December 29, 2012, and December 31, 2011, respectively, is included in cost of goods sold on the Company’s Consolidated Statements of Comprehensive (Loss) Income. The Company did not capitalize any expense related to stock-based compensation. | |||||||||||||
Option Awards | |||||||||||||
The fair value of each option grant for the fiscal years ended December 28, 2013 and December 29, 2012, respectively, was calculated on the grant date using the Black-Scholes option-pricing model with the following weighted-average assumptions | |||||||||||||
Fiscal Year Ended | |||||||||||||
December 28, 2013 | December 29, 2012 | December 31, | |||||||||||
2011 | |||||||||||||
Expected option term (1) | 6.25 years | 6.25 years | 6.25 years | ||||||||||
Expected volatility factor (2) | 64.28 | % | 66.3 | % | 65.8 | % | |||||||
Risk-free interest rate (3) | 1.2 | % | 1 | % | 1.4 | % | |||||||
Expected annual dividend yield | 0 | % | 0 | % | — | % | |||||||
(1) Since there was not sufficient historical information for grants with similar terms, the simplified or “plain-vanilla” method of estimating option life was utilized. | |||||||||||||
(2) The stock volatility for each grant is measured using the weighted average of historical weekly price changes of certain peer companies’ common stock over the most recent period equal to the expected option life of the grant. The Company uses peer companies’ volatility because there is not sufficient historical data to calculate volatility since the Company has been public approximately three years and the expected term is over six years. These peer companies represent other publicly traded retailers in the female fashion segment. | |||||||||||||
(3) The risk-free interest rate for periods equal to the expected term of the share option is based on the rate of U.S. Treasury securities with the same duration to maturity as the expected term of the option as of the grant date. | |||||||||||||
A summary of stock option activity for the fiscal year ended December 28, 2013 is as follows: | |||||||||||||
Shares | Weighted- | Weighted- | Aggregate | ||||||||||
Average | Average | Intrinsic | |||||||||||
Exercise | Remaining | Value | |||||||||||
Price | Contractual | ||||||||||||
Term | |||||||||||||
in ‘000s | |||||||||||||
Outstanding as of December 29, 2012 | 505,297 | $ | 13.21 | ||||||||||
Granted | 665,651 | 8.78 | |||||||||||
Exercised (1) | (98,501 | ) | 3.32 | ||||||||||
Expired | (12,739 | ) | 18.76 | ||||||||||
Forfeited | (112,177 | ) | 16.78 | ||||||||||
Outstanding as of December 28, 2013 | 947,531 | $ | 10.63 | 8.55 years | $ | 1 | |||||||
Exercisable as of December 28, 2013 | 166,212 | $ | 15.41 | 6.11 years | $ | 1 | |||||||
(1) The fair value of options exercised during the fiscal year ended December 28, 2013 was $927,000. | |||||||||||||
A summary of the status of non-vested options awards as of December 28, 2013 including changes during the fiscal year ended December 28, 2013, is presented below: | |||||||||||||
Shares | Weighted- | ||||||||||||
Average | |||||||||||||
Grant-Date | |||||||||||||
Fair Value | |||||||||||||
Nonvested as of December 29, 2012 | 331,832 | $ | 9.07 | ||||||||||
Granted | 665,651 | 5.22 | |||||||||||
Vested | (103,987 | ) | 8.36 | ||||||||||
Forfeited | (112,177 | ) | 10.02 | ||||||||||
Nonvested as of December 28, 2013 | 781,319 | $ | 5.75 | ||||||||||
Total compensation cost related to non-vested stock option awards not yet recognized was $2.4 million as of December 28, 2013, and is expected to be recognized over a weighted-average remaining period of 3.1 years. | |||||||||||||
Restricted Stock Awards | |||||||||||||
A summary of the status of non-vested restricted stock awards as of December 28, 2013, including changes during the fiscal year ended December 28, 2013, is presented below: | |||||||||||||
Shares | Weighted- | ||||||||||||
Average | |||||||||||||
Grant-Date | |||||||||||||
Fair Value | |||||||||||||
Restricted stock awards as of December 29, 2012 | 61,075 | $ | 21.43 | ||||||||||
Granted | 277,095 | 9.39 | |||||||||||
Vested (1) | (28,982 | ) | 16.89 | ||||||||||
Forfeited | (42,904 | ) | 18.1 | ||||||||||
Restricted stock awards as of December 28, 2013 | 266,284 | $ | 9.93 | ||||||||||
(1) The fair value of restricted stock awards vested during the fiscal year ended December 28, 2013 was $321,000. | |||||||||||||
As of December 28, 2013, unrecognized compensation expense of $1.4 million related to non-vested restricted stock awards is expected to be recognized over a weighted-average remaining period of 3.0 years. |
Earnings_Per_Share
Earnings Per Share | 12 Months Ended | |||||||||||
Dec. 28, 2013 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
Earnings Per Share | ' | |||||||||||
Earnings Per Share | ||||||||||||
Net (loss) income per common share-basic is calculated by dividing net (loss) income available to common stockholders by the weighted-average number of common shares outstanding for the period. Net (loss) income per common share-dilutive includes the determinants of basic (loss) income per common share plus the additional dilution for all potentially dilutive stock options and restricted stock utilizing the treasury stock method and if-converted method, respectively. | ||||||||||||
The following table shows the amounts used in computing (loss) earnings per share and the effect on net (loss) income and the weighted-average number of shares potentially dilutive to common stock: | ||||||||||||
Fiscal Year Ended | ||||||||||||
December 28, 2013 | December 29, 2012 | December 31, 2011 | ||||||||||
(in thousands, except share and per share data) | ||||||||||||
Net (loss) income as reported | $ | (42,310 | ) | $ | 11,947 | $ | 19,720 | |||||
Net (loss) income attributable to common shareholders | $ | (42,310 | ) | $ | 11,947 | $ | 19,720 | |||||
Weighted-average basic common shares | 16,337,959 | 16,187,530 | 15,780,908 | |||||||||
Impact of dilutive shares | ||||||||||||
Stock options | — | 143,374 | 437,474 | |||||||||
Restricted stock | — | 11,955 | — | |||||||||
Weighted-average dilutive common shares | 16,337,959 | 16,342,859 | 16,218,382 | |||||||||
Per common share: | ||||||||||||
Net (loss) income per common share - basic | $ | (2.59 | ) | $ | 0.74 | $ | 1.25 | |||||
Net (loss) income per common share - dilutive | $ | (2.59 | ) | $ | 0.73 | $ | 1.22 | |||||
For the fiscal year ended December 28, 2013, diluted loss per common share is the same as basic loss per common share as all common share equivalents are excluded from the calculation as their effect is antidilutive. Common share equivalents of 59,969 shares were excluded from the computation of weighted-average diluted common share amounts for the fiscal year ended December 28, 2013 that could potentially dilute basic earnings per share in the future. | ||||||||||||
Equity awards to purchase 13,500 and 183,916 shares of common stock for the fiscal years ended December 28, 2013 and December 29, 2012, respectively, were outstanding, but were not included in the computation of weighted-average diluted common share amounts, as the effect of doing so would have been anti-dilutive. |
Quarterly_Results_Unaudited
Quarterly Results (Unaudited) | 12 Months Ended | ||||||||||||||||
Dec. 28, 2013 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||
Quarterly Results (Unaudited) | ' | ||||||||||||||||
Quarterly Results (Unaudited) | |||||||||||||||||
The following table presents summarized unaudited quarterly financial results of operations for the Company for fiscal years 2013 and 2012. The Company believes all necessary adjustments have been included in the amounts stated below to present fairly the following selected information when read in conjunction with the Consolidated Financial Statements and Notes thereto included elsewhere herein. Future quarterly operating results may fluctuate depending on a number of factors. Results for any particular quarter are not necessarily indicative of results of operations a full fiscal year or any other quarter. | |||||||||||||||||
Fiscal Year 2013 | |||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
(in thousands, except per share data) | |||||||||||||||||
Net revenues | $ | 81,403 | $ | 75,147 | $ | 60,833 | $ | 66,177 | |||||||||
Gross profit | 27,643 | 20,622 | 11,141 | 13,357 | |||||||||||||
Net income (loss) | 2,697 | (12,768 | ) | (8,981 | ) | (23,258 | ) | ||||||||||
Net income (loss) per common share—basic | $ | 0.17 | $ | (0.78 | ) | $ | (0.55 | ) | $ | (1.42 | ) | ||||||
Net income (loss) per common share—dilutive | $ | 0.17 | $ | (0.78 | ) | $ | (0.55 | ) | $ | (1.43 | ) | ||||||
Fiscal Year 2012 | |||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
(in thousands, except per share data) | |||||||||||||||||
Net revenues | $ | 82,681 | $ | 79,355 | $ | 67,920 | $ | 81,002 | |||||||||
Gross profit | 29,262 | 24,733 | 21,521 | 24,529 | |||||||||||||
Net income | 5,939 | 3,449 | 153 | 2,406 | |||||||||||||
Net income per common share—basic | $ | 0.37 | $ | 0.21 | $ | 0.01 | $ | 0.15 | |||||||||
Net income per common share—dilutive | $ | 0.36 | $ | 0.21 | $ | 0.01 | $ | 0.15 | |||||||||
Non-comparable information | |||||||||||||||||
The Company recorded goodwill impairment losses of $10.4 million and $11.1 million in the fiscal quarters ended June 29, 2013 and December 28, 2013, respectively. Refer to note 4 Goodwill and Other Intangibles for additional disclosure related to the impairment losses. | |||||||||||||||||
The Company recorded an impairment loss of $933,000 related to the fixed assets of its underperforming stores in the fiscal quarter ended December 28, 2013. | |||||||||||||||||
The Company recorded a valuation allowance against its deferred tax assets in the amount of $3.0 million in the fiscal quarter ended December 28, 2013. |
Related_Parties
Related Parties | 12 Months Ended |
Dec. 28, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Parties | ' |
Related Parties | |
The Company leases office and warehouse space under a lease agreement dated October 1, 2006 with a company that is owned by former members of management and of the Board of Directors. Included in that group is Beth Angelo, former Chief Merchandising Officer and Director, who formally separated from the Company in February 2013 but had a consulting agreement through August 2013. The lease expires on October 1, 2016. The Company incurred rent expense of $492,000, $482,000, and $467,000 for the fiscal years ended December 28, 2013, December 29, 2012, and December 31, 2011 respectively, related to this lease. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 28, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Subsequent Events | |
Senior Credit Facility | |
On February 6, 2014, the Company entered into a new asset based credit facility agreement (the "Credit Facility Agreement") with Crystal, as administrative and collateral agent. | |
The Credit Facility Agreement provides for a $17.0 million senior secured credit facility, which includes a term loan facility of $12.0 million advanced on the closing date and a revolving credit facility of $5.0 million that was not drawn upon on the closing date. Additionally the Credit Facility Agreement provides for an uncommitted term loan facility of up to $7.0 million. The Credit Facility Agreement will mature on February 6, 2017 and is secured by substantially all of our assets. The proceeds of the term loan facility were used to pay all amounts owed under and retire our prior $5.0 million credit facility, to pay certain related fees and expenses, to fund working capital and for other corporate purposes. | |
Borrowings under the Credit Facility Agreement bear interest at the 90-day LIBOR rate plus 8.0%. The continuing availability of the loans extended under term loan facility and the amounts committed under the revolving facility is subject to maintenance of specified borrowing base requirements. The borrowing base is calculated as 100% of the net orderly liquidation value ("NOLV") of eligible inventory plus 95% of eligible receivables and cash in blocked accounts, plus 50% of the NOLV of equipment less availability reserves and a $3 million availability block. The Company is subject to an unused facility fee of 0.50% on the unused portion of the revolving facility. An early termination fee of the greater of a make-whole amount and 3.00% applies if the term loan facility is prepaid or if the commitments under the revolving facility are permanently reduced within the first year; a 2.00% fee is applicable if such a prepayment or permanent reduction occurs during the second year. There is no such fee payable after the second year. | |
The Credit Facility Agreement includes terms and conditions for cash dominion events which may be triggered by any of the following: (1) the occurrence and continuance of any event of default, (2) outstanding borrowings under the revolving credit facility, or (3) a failure by the Company to maintain unrestricted cash in an amount of at least $6.5 million for three consecutive business days or $3.5 million at any time. Unrestricted cash for the purposes of triggering a cash dominion event is calculated as the sum of the amount of unrestricted cash plus cash collateral in the amount of $1.5 million delivered to, and maintained by, BB&T. | |
The Credit Facility Agreement includes standard terms and conditions, limitations and specified exclusions with regard to the Company's ability to, among other things: incur debt and contingent obligations; create liens; sell, transfer, license, lease or otherwise dispose of property; expand or contract their retail operations beyond certain specified levels; make investments, loans and advances; engage in certain mergers and consolidations; issue equity securities; engage in speculative transactions; make distributions and dividends; and engage in transactions with affiliates. There are no financial covenants under the Credit Facility Agreement. | |
The Credit Facility Agreement contains standard terms and conditions related to events of default, which are subject to specific thresholds and, in certain cases, cure periods. If an event of default occurs and is continuing under the Credit Facility Agreement, Crystal may, among other things, terminate their obligations to lend under the Credit Facility Agreement and require the Company to repay all amounts owed under the credit facilities. |
Nature_of_Business_and_Summary1
Nature of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 28, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Nature of Business and Organization | ' |
Nature of Business and Organization | |
Body Central Corp. (the ‘‘Company’’) is a specialty retailer of young women’s apparel and accessories operating retail stores in the South, Southwest, Mid-Atlantic and Midwest regions of the United States. The Company operates specialty apparel stores under the Body Central and Body Shop banners as well as a direct business comprised of the Company's catalog and e-commerce website at www.bodycentral.com. | |
On March 12, 2012, the Company formed a new wholly owned subsidiary, Body Central Services, Inc. ("BCS") to achieve certain business objectives, including realignment of certain business operations and intercompany relationships. Effective April 1, 2012, the Company contributed all of the merchandising, marketing and information technology departments' tangible property and certain personnel to BCS in exchange for 100 shares of the Company's stock. BCS will provide merchandising, marketing and information technology services to the stores and the direct business operating segments. | |
Principles of Consolidation | ' |
Principles of Consolidation | |
The accompanying Consolidated Financial Statements, prepared in accordance principles generally accepted in the United States of America ("GAAP"), include the assets, liabilities, stockholders' equity, revenues and expenses of the Company and its wholly-owned subsidiaries, Body Central Stores, Inc., formerly known as Body Shop of America, Inc., a Florida Corporation, Body Central Direct, Inc., formerly known as Catalogue Ventures, Inc., a Florida corporation, and Body Central Services, Inc., also a Florida corporation. All intercompany accounts and transactions have been eliminated in consolidation. | |
Fiscal Year | ' |
Fiscal Year | |
The Company’s fiscal year ends on the Saturday closest to December 31. As used herein, the periods presented are the fiscal years ended December 28, 2013, December 29, 2012, and December 31, 2011, respectively. Fiscal years 2013, 2012, and 2011 include 52 week periods. References to years in the Consolidated Financial Statements relate to fiscal years rather than calendar years. | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, management evaluates its estimates and assumptions, including those related to inventory valuation, property and equipment, recoverability of long-lived assets, including intangible assets, income taxes, and stock-based compensation. | |
Segment Reporting | ' |
Segment Reporting | |
The Financial Accounting Standards Board (“FASB”) has established guidance for reporting information about a company’s operating segments, including disclosures related to a company’s products and services, geographic areas and major customers. The Company has aggregated its net revenues generated from its retail stores and its direct business unit into one reportable segment. The Company aggregates its operating segments because they have a similar class of customer, nature of products, and distribution methods as well as similar economic characteristics. The Company has no international sales. All of the Company’s identifiable assets are in the United States. | |
Revenue Recognition | ' |
Revenue Recognition | |
The Company recognizes revenue, and the related cost of goods sold is expensed, at point-of-sale or upon delivery to customers. | |
Inventory shipping and handling fees billed to customers for online and catalog sales are included in net revenues, and the related shipping and handling costs are included in cost of goods sold. Based on historical sales returns, an allowance for sales returns is recorded as a reduction of net revenues in the periods in which the sales are recognized. Sales tax collected from customers is excluded from net revenues and is included as part of accrued expenses and other current liabilities on the Consolidated Balance Sheets. | |
The Company sells gift cards in its retail stores, which do not expire or lose value over periods of inactivity and accounts for gift cards by recognizing a liability at the time a gift card is sold. The Company recognizes revenue from gift cards and gift certificates when they are redeemed by the customer. | |
Income from unredeemed gift certificates and gift cards is recognized when it is determined that the likelihood of the gift certificate or gift card being redeemed is remote and that there is no legal obligation to remit unredeemed gift certificates and gift cards to relevant jurisdictions and included in other income on the Company's Consolidated Statements of Comprehensive Income. | |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents | |
The Company considers all short-term investments with an initial maturity of three months or less when purchased to be cash equivalents. | |
Inventories | ' |
Inventories | |
Inventories are comprised principally of women’s apparel and accessories and are stated at the lower of cost or market, on a first-in-first-out basis, using the retail inventory method. Included in the carrying value of merchandise inventory, and reflected in cost of goods sold, is a reserve for shrinkage which is accrued between physical inventory dates as a percentage of sales based on historical inventory results. | |
The Company reviews its inventory levels to identify slow-moving merchandise and generally uses markdowns to clear this merchandise. The Company records a markdown reserve based on estimated future markdowns related to current inventory to clear slow-moving inventory. These markdowns may have an adverse impact on earnings, depending on the extent and amount of inventory affected. The markdown reserve is recorded as an increase to cost of goods sold in the Consolidated Statements of Comprehensive Income. | |
Property and Equipment | ' |
Property and Equipment | |
Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, any resulting gain or loss is included in the results of operations for the respective period. Depreciation expense is recorded over the estimated useful life of the related assets using the straight-line method for financial statement purposes. The estimated useful lives generally range from three to fifteen years. The Company uses other depreciation methods (generally accelerated) for tax purposes, as appropriate. | |
Leasehold improvements are depreciated using the straight-line method over the shorter of the remaining lease term or the estimated useful lives of the improvements. | |
Assets included in financing sale-leaseback arrangements are included in Property and equipment, net of accumulated depreciation in the Consolidated Balance Sheets and are depreciated using the straight-line method over the estimated useful life of the related assets. | |
The Company's policy is to periodically review the estimated useful lives of its fixed assets. This review during 2013 indicated that the actual useful lives used for certain assets were shorter that the useful lives used for depreciation purposes in the Company's Consolidated Financial Statements. As a result, the Company revised the estimated useful lives of certain assets, primarily resulting from planned store closures in fiscal 2014 and the anticipated disposal of certain information technology assets. | |
Impairment of Long-Lived Assets | ' |
Impairment of Depreciable Long-Lived Assets | |
The Company follows ASC 360, Property, Plant and Equipment, which requires impairment losses to be recorded on long-lived assets used in operations whenever events or changes in circumstances indicate that the net carrying amounts may not be recoverable. Long-lived asset groups are determined based on an assessment of the lowest level for which identifiable cash flows are independent of the cash flows of other groups of assets and liabilities. Examples of events or changes in circumstances are negative cash flows from operations, projected negative cash flow from operations associated with the use of an asset or asset group (collectively, the "asset"), declines in market prices associated with an asset, etc. Once the Company has determined that a triggering event has occurred, and the intent is to hold the asset for continued use, the Company performs an evaluation to compare whether the total undiscounted cash flows are greater or less than the asset's carrying value ("recoverability test"). If the carry value is greater than the undiscounted cash flow, the Company deems the asset or asset group to be impaired. The cash flows used for determining the asset's recoverability is subjective and required significant judgment. The Company estimates the cash flows of its assets based on historical trends, internal budgets and projections, including sales, cost of goods sold, costs associated with repairs and maintenance, the primary asset's remaining useful life, expected salvage value, etc. | |
Goodwill and Intangible Assets | ' |
Goodwill and Other Intangible Assets | |
Goodwill and intangibles with indefinite lives are required by ASC 350-20 Intangibles - Goodwill and Other - Goodwill and ASC 350-30 Intangibles - Goodwill and Other - General Intangibles Other Than Goodwill to be tested for impairment annually. The Company conducts an impairment test of its recorded goodwill and other indefinite-lived intangible assets on the balance sheet date of each fiscal year, or more frequently if impairment indicators are present resulting from a change in circumstances. Pursuant to the guidance in ASC 350, the Company first performs a qualitative analysis of its trade name and of the goodwill of the stores and direct business reporting units to determine if a quantitative analysis is necessary. This analysis considers factors such as the year over year change in its competitive retail sector, comparable store sales, catalog and e-commerce sales, stock price fluctuations, actual and forecasted sales, the Company's market value relative to its book value, debt levels, and cash (used in) provided by operations. The qualitative analysis further evaluates the progress and impact of changes in its infrastructure and refinements to the Company’s strategic objectives. If, during the qualitative analysis, the Company determines that it is more likely than not that the carrying value of the reporting unit or trade name is greater than its fair value, a quantitative analysis is performed. | |
When the Company determines the quantitative testing for its trade name is necessary, the Company compares the carrying value of the trade name to its fair value; if the carrying value exceeds its fair value, an impairment loss is recognized in an amount equal to the excess. In assessing the fair value of its trade name, the Company uses the relief-from-royalty discounted cash flow approach. | |
If the Company determines that quantitative testing for goodwill impairment is necessary, the first step involves comparing the fair value of a reporting unit to its carrying amount, including goodwill, after any long-lived asset impairment charges. If the carrying amount of the reporting unit exceeds its fair value, a second step is performed to determine whether there is a goodwill impairment, and if so, the amount of the loss. This step revalues all assets and liabilities of the reporting unit to their current fair value and then compares the implied fair value of the reporting unit’s goodwill to the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of the goodwill, an impairment loss is recognized in an amount equal to the excess. In assessing the fair value of its goodwill, the Company uses the discounted cash flow method. | |
Goodwill and indefinite-lived intangible reviews are highly subjective and involve the use of significant estimates and assumptions. These estimates and assumptions can have a significant impact on the amount of any impairment loss recorded. The Company uses discounted cash flow methods (income valuation approach) which are dependent on future sales trends, market conditions and the cash flows from each reporting unit over several years. Actual cash flows in the future may differ significantly from those previously forecasted. Forecasts consider the potential impact of certain factors including strategic growth initiatives centered on a more consistent and singular approach to branding, merchandise content and customer messaging, as well as expectations of improvements in comparable store sales trends. If these growth strategies are not achieved, the Company could experience an impairment of goodwill or intangible assets. Other significant assumptions in these forecasts include growth rates and the discount rates applicable to future cash flows. | |
Refer to Note 4 Goodwill and Other Intangibles for additional disclosure regarding procedures performed during fiscal 2013. | |
Accounting for Stock-Based Compensation | ' |
Accounting for Stock-Based Compensation | |
The Company has adopted the provisions of ASC 718, Compensation—Stock Compensation, which establishes accounting for equity instruments exchanged for employee services. Under the provisions of this statement, stock-based compensation expense is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense by the graded-vested method over the employee's requisite service period (generally the vesting period of the equity grant). As required under this guidance, the Company estimates forfeitures for options granted which are not expected to vest based on future expectations. Changes in these inputs and assumptions can materially affect the measurement of the estimated fair value of the Company's stock-based compensation expense. Stock-based compensation expense is included in selling, general and administrative expenses and cost of goods sold in the accompanying Consolidated Statements of Comprehensive Income. | |
Operating Leases | ' |
Operating Leases | |
The Company leases retail stores and office space under non-cancelable operating leases. Most store leases contain construction allowance reimbursements by landlords, rent escalation clauses and/or contingent rent provisions. Except for contingent rent, the Company recognizes rent expense on a straight-line basis over the lease term and records the difference between the amount charged to expense and the rent paid as a deferred rent liability. Contingent rent, determined based on a percentage of sales in excess of specified levels, is recognized as rent expense when achievement of the specified sales that triggers the contingent rent is probable. | |
Deferred rent is recognized when a lease contains a predetermined fixed escalation of minimum rent. The Company recognizes the related rent expense on a straight-line basis from possession date and records the differences between the recognized rental expense and the amounts payable under the lease as deferred rent. The Company records a deferred rent liability and amortizes the deferred liability as a reduction to rent expense on the Consolidated Statements of Comprehensive Income over the lease term. Deferred rent is included in other liabilities in the accompanying Consolidated Balance Sheets. | |
Advertising | ' |
Advertising | |
The Company expenses advertising costs in the period in which they are incurred. Advertising expense, which is classified in selling, general and administrative expenses in the accompanying Consolidated Statements of Comprehensive Income, was $4.1 million, $1.3 million, and $1.1 million for fiscal years 2013, 2012 and 2011, respectively. | |
Income Taxes | ' |
Income Taxes | |
Income taxes are accounted for pursuant to ASC 740, Income Taxes, which requires that the Company recognize deferred income taxes, which include net operating loss carry forwards and tax credit carry forwards among other items. Deferred income taxes are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are offset by deferred tax liabilities relating to nondeductible temporary differences. Recognition of deferred tax assets is based on management's belief that it is more likely than not that the tax benefit associated with temporary differences will be utilized. | |
The FASB issued guidance requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some portion or all of the net deferred tax assets will not be realized. In determining whether a valuation allowance is warranted, the Company evaluates factors such as prior earnings history, expected future earnings, carry-back and carry-forward and tax strategies that could potentially enhance the likelihood of the realization of a deferred tax asset. These assumptions require significant judgment about the forecasts of future taxable income made at the time based on current and projected circumstances and conditions and are consistent with the plans and estimates used to manage the business. In accordance with the applicable accounting standards, the Company maintains a valuation allowance for a deferred tax asset when it is deemed it to be more likely than not that some or all of the deferred tax asset will not be realized. When determining the valuation allowance, the Company excludes deferred tax liabilities which are associated with indefinite lived assets as the timing of a reversal of the temporary difference cannot be known until such time that the asset is either impaired or the Company is sold. The Company recorded a valuation allowance related to its deferred tax assets at their estimated net realizable value due to the uncertainty related to realization of these assets. Refer to note 9 Income Taxes for further disclosure related to the valuation allowance. | |
The Company follows ASC 740, Income Taxes, guidance on accounting for uncertainty in income taxes. The standard prescribes a recognition threshold and measurement attributable for financial statement recognition and measurement of tax positions taken or expected to be taken in tax returns. In addition, the standard provides guidance on de-recognition, classification, and disclosure of tax positions, as well as the accounting for related interest and penalties. The Company does not have any uncertain tax provisions recorded in its Consolidated Financial Statements. | |
Interest and penalties, if any, are recognized in the provision for income taxes in the Consolidated Statements of Comprehensive Income. Accrued interest and penalties, if applicable, are included within the related tax liability line on the Consolidated Balance Sheets. | |
Cost of Goods Sold | ' |
Cost of Goods Sold | |
Cost of goods sold includes the direct cost of purchased merchandise, distribution costs, all freight costs incurred to get merchandise to our stores and our direct customers, costs incurred to produce and distribute our catalogs, store occupancy costs and buying costs. In addition, markdowns taken, markdown reserves for slow moving items and inventory reserves are included in cost of goods sold. | |
Selling, General and Administrative Expenses | ' |
Selling, General and Administrative Expenses | |
Selling, general and administrative expenses include operating expenses not in cost of goods sold, primarily administration, marketing, stock-based compensation and store operating expenses, excluding store occupancy costs. Store opening costs are expensed as incurred and are included in selling, general and administrative expense in the Consolidated Statements of Comprehensive Income. | |
Insurance and Self-Insurance | ' |
Insurance and Self-Insurance | |
The Company uses a combination of insurance and self-insurance for a number of risk management activities including workers' compensation, general liability, automobile liability and employee-related health care benefits, a portion of which is paid by the employees. Costs related to claims are accrued based on known claims and historical experiences of incurred but not reported claims received from our insurers. The Company believes that it has adequately reserved for its self-insurance liability, which is capped through the use of stop-loss contracts and specified retentions with insurance companies. However, any significant variation of future claims from historical trends could cause actual results to differ from the accrued liability. | |
Concentration of Credit Risk | ' |
Concentration of Credit Risk | |
Financial instruments subject to concentrations of credit risk consist primarily of cash. The Company places its cash with what it believes to be high credit quality institutions. At times such instruments may be in excess of the FDIC insurance limit. | |
Contingencies | ' |
Contingencies | |
Certain conditions may exist which may result in a loss to the Company which will only be resolved when one or more future events occur or fail to occur. The Company's management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company's legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of the relief sought or expected to be sought therein. | |
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in the Company's Consolidated Financial Statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. | |
Reclassifications | ' |
Reclassifications | |
The Company reclassified the income tax receivable for fiscal year 2012 from prepaid expenses and other current assets to conform to the presentation for fiscal year 2013 in the Consolidated Balance Sheets. This reclassification had no effect on previously reported net income. | |
New Accounting Standards | ' |
New Accounting Standards | |
In February 2013, the FASB issued ASU No. 2013-2, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. ASU No. 2013-2 requires presentation of reclassification adjustments from each component of accumulated other comprehensive income either in a single note or parenthetically on the face of the financial statements, for those amounts required to be reclassified into net income in their entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety in the same reporting period, cross-reference to other disclosures is required. The Company fully adopted the guidance during the first quarter of 2013. There were no classification adjustments for the fiscal year ended December 28, 2013. The adoption of this guidance did not have a material impact on the Company’s financial statements or disclosures. | |
In July 2012, the FASB issued ASU No. 2012-02, Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. ASU No. 2012-02 allows an entity to first assess qualitative factors to determine whether it is necessary to perform a quantitative impairment test. Under these amendments, an entity would not be required to re-calculate the fair value of an indefinite-lived intangible asset unless the entity determines, based on qualitative assessment, that it is not more likely than not, the indefinite-lived intangible asset is impaired. The amendments include a number of events and circumstances for an entity to consider in conducting the qualitative assessment. The amendments became effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, early adoption was permitted. The adoption of this guidance did not have a material impact on the Company's financial statements or disclosures. |
Financial_Instruments_Tables
Financial Instruments (Tables) | 12 Months Ended | |||||||||||
Dec. 28, 2013 | ||||||||||||
Financial Instruments | ' | |||||||||||
Schedule of the assets that are measured at fair value on a recurring basis | ' | |||||||||||
As of December 29, 2012, the Company held the following: | ||||||||||||
December 29, | Quoted | Significant | Significant | |||||||||
Prices in | Other | Unobservable | ||||||||||
Active | Observable | Inputs | ||||||||||
Markets | Inputs | |||||||||||
Description | 2012 | (Level 1) | (Level 2) | (Level 3) | ||||||||
(in thousands) | ||||||||||||
Money Market Funds | 11,740 | 11,740 | — | — | ||||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 28, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Schedule of property and equipment | ' | ||||||||
Property and equipment as of December 28, 2013 and December 29, 2012 consist of the following: | |||||||||
Fiscal Year Ended | |||||||||
December 28, 2013 | December 29, 2012 | ||||||||
(in thousands) | |||||||||
Furniture, fixtures, and equipment | $ | 36,557 | $ | 21,924 | |||||
Leasehold improvements | 41,638 | 36,714 | |||||||
78,195 | 58,638 | ||||||||
Accumulated depreciation and amortization | (32,463 | ) | (25,123 | ) | |||||
Property and equipment, net | $ | 45,732 | $ | 33,515 | |||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 12 Months Ended | ||||||||
Dec. 28, 2013 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||
Schedule of goodwill | ' | ||||||||
The changes in the carrying amount of goodwill for the years ended December 28, 2013 and December 29, 2012 are as follows: | |||||||||
Fiscal Year Ended | |||||||||
December 28, | December 29, | ||||||||
2013 | 2012 | ||||||||
(in thousands) | |||||||||
Goodwill, gross | $ | 55,470 | $ | 55,470 | |||||
Accumulated impairment losses | (55,470 | ) | (33,962 | ) | |||||
Goodwill, net of impairments | $ | — | $ | 21,508 | |||||
Schedule of intangible assets | ' | ||||||||
Intangible assets consist of the following: | |||||||||
Customer | Trade names | ||||||||
Relationships | and trademarks | ||||||||
Gross amount as of December 28, 2013 | $ | 585 | $ | 16,574 | |||||
Accumulated amortization | (585 | ) | — | ||||||
Net amount as of December 28, 2013 | $ | — | $ | 16,574 | |||||
Gross amount as of December 29, 2012 | $ | 585 | $ | 16,574 | |||||
Accumulated amortization | (585 | ) | — | ||||||
Net amount as of December 29, 2012 | $ | — | $ | 16,574 | |||||
Accrued_Expenses_and_Other_Cur1
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended | ||||||||
Dec. 28, 2013 | |||||||||
Accrued Expenses and Other Current Liabilities | ' | ||||||||
Schedule of major components of accrued expenses and other current liabilities | ' | ||||||||
The major components of accrued expenses and other current liabilities are as follows: | |||||||||
Fiscal Year Ended | |||||||||
December 28, | December 29, | ||||||||
2013 | 2012 | ||||||||
(in thousands) | |||||||||
Accrued payroll and related taxes | $ | 5,241 | $ | 4,611 | |||||
Accrued occupancy | 4,162 | 3,529 | |||||||
Taxes, other than income taxes | 1,314 | 1,815 | |||||||
Gift certificates and store merchandise credits | 1,571 | 2,661 | |||||||
Other | 12,335 | 7,116 | |||||||
Total accrued expenses and other current liabilities | $ | 24,623 | $ | 19,732 | |||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||||||||||
Dec. 28, 2013 | |||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||||||
Schedule of future minimum rental commitments | ' | ||||||||||||
Future minimum rental commitments, by year and in the aggregate, under non-cancelable operating and capital leases as of December 28, 2013, are as follows: | |||||||||||||
Fiscal Year | (in thousands) | ||||||||||||
2014 | $ | 25,961 | |||||||||||
2015 | 23,838 | ||||||||||||
2016 | 21,173 | ||||||||||||
2017 | 16,566 | ||||||||||||
2018 | 11,155 | ||||||||||||
Thereafter | 13,727 | ||||||||||||
Total | $ | 112,420 | |||||||||||
Schedule of rent expense under non-cancelable operating leases | ' | ||||||||||||
Rent expense under non-cancelable operating leases was as follows: | |||||||||||||
Fiscal Year Ended | |||||||||||||
December 28, | December 29, | December 31, 2011 | |||||||||||
2013 | 2012 | ||||||||||||
(in thousands) | |||||||||||||
Minimum rentals | $ | 28,569 | $ | 24,965 | $ | 20,957 | |||||||
Contingent rentals | 1,311 | 2,515 | 3,055 | ||||||||||
Total rent expense | $ | 29,880 | $ | 27,480 | $ | 24,012 | |||||||
Saleleaseback_Tables
Sale-leaseback (Tables) | 12 Months Ended | ||||
Dec. 28, 2013 | |||||
Leases [Abstract] | ' | ||||
Schedule of future minimum rental commitments | ' | ||||
The minimum annual rental payments are as follows: | |||||
Fiscal Year | (in thousands) | ||||
2014 | $ | 887 | |||
2015 | 887 | ||||
2016 | 887 | ||||
2017 | 887 | ||||
Total minimum payments | $ | 3,548 | |||
Amounts representing interest | 388 | ||||
Financing obligation, sale-leaseback | $ | 3,160 | |||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||
Dec. 28, 2013 | ||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||
Schedule of components of income tax expense | ' | |||||||||||
The components of the income tax (benefit) provision for the fiscal years ended December 28, 2013, December 29, 2012, and December 31, 2011 are as follows: | ||||||||||||
Fiscal Year Ended | ||||||||||||
December 28, 2013 | December 29, 2012 | December 31, 2011 | ||||||||||
(in thousands) | ||||||||||||
Current | ||||||||||||
Federal | $ | (9,771 | ) | $ | 5,745 | $ | 10,928 | |||||
State | (528 | ) | 575 | 1,520 | ||||||||
(10,299 | ) | 6,320 | 12,448 | |||||||||
Deferred | ||||||||||||
Federal | (839 | ) | 1,139 | (280 | ) | |||||||
State | 1,090 | (72 | ) | (243 | ) | |||||||
251 | 1,067 | (523 | ) | |||||||||
Total (benefit from) provision for income taxes | $ | (10,048 | ) | $ | 7,387 | $ | 11,925 | |||||
Schedule of significant components of the Company's deferred tax liability related to operations | ' | |||||||||||
Significant components of the Company's net deferred tax asset related to operations as of December 28, 2013 and December 29, 2012 are as follows: | ||||||||||||
Fiscal Year Ended | ||||||||||||
December 28, 2013 | December 29, 2012 | |||||||||||
(in thousands) | ||||||||||||
Gross deferred tax assets: | ||||||||||||
Reserves | $ | 19 | $ | 16 | ||||||||
Accrued expenses | 760 | 779 | ||||||||||
Inventory | 1,362 | 1,165 | ||||||||||
Stock-based compensation | 1,324 | 893 | ||||||||||
Restricted Stock | 479 | 216 | ||||||||||
Net operating losses | 994 | 2 | ||||||||||
Other | 1,622 | 1,130 | ||||||||||
Gross deferred tax assets before valuation allowance | 6,560 | 4,201 | ||||||||||
Less: valuation allowance | (3,019 | ) | — | |||||||||
Deferred tax asset, net of valuation allowance | 3,541 | 4,201 | ||||||||||
Gross deferred tax liabilities: | ||||||||||||
Intangibles | (6,324 | ) | (6,245 | ) | ||||||||
Property and equipment | (807 | ) | (1,295 | ) | ||||||||
Gross deferred tax liabilities | (7,131 | ) | (7,540 | ) | ||||||||
Net deferred tax liability | $ | (3,590 | ) | $ | (3,339 | ) | ||||||
Schedule of difference between effective rate and statutory rate | ' | |||||||||||
The effective rate differs from the statutory rate due to the following items: | ||||||||||||
Fiscal Year Ended | ||||||||||||
December 28, 2013 | December 29, 2012 | December 31, 2011 | ||||||||||
Amount computed using statutory rates | 35 | % | 35 | % | 35 | % | ||||||
State and local income taxes, net of federal benefit | 3.1 | 3.1 | 4 | |||||||||
Impairment of goodwill | (14.4 | ) | — | — | ||||||||
Change in valuation allowance | (5.8 | ) | — | — | ||||||||
Other | 1.3 | 0.1 | (1.3 | ) | ||||||||
Provision for income tax rate | 19.2 | % | 38.2 | % | 37.7 | % |
StockBased_Compensation_Plan_T
Stock-Based Compensation Plan (Tables) | 12 Months Ended | ||||||||||||
Dec. 28, 2013 | |||||||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||||||
Schedule of weighted-average assumptions | ' | ||||||||||||
The fair value of each option grant for the fiscal years ended December 28, 2013 and December 29, 2012, respectively, was calculated on the grant date using the Black-Scholes option-pricing model with the following weighted-average assumptions | |||||||||||||
Fiscal Year Ended | |||||||||||||
December 28, 2013 | December 29, 2012 | December 31, | |||||||||||
2011 | |||||||||||||
Expected option term (1) | 6.25 years | 6.25 years | 6.25 years | ||||||||||
Expected volatility factor (2) | 64.28 | % | 66.3 | % | 65.8 | % | |||||||
Risk-free interest rate (3) | 1.2 | % | 1 | % | 1.4 | % | |||||||
Expected annual dividend yield | 0 | % | 0 | % | — | % | |||||||
(1) Since there was not sufficient historical information for grants with similar terms, the simplified or “plain-vanilla” method of estimating option life was utilized. | |||||||||||||
(2) The stock volatility for each grant is measured using the weighted average of historical weekly price changes of certain peer companies’ common stock over the most recent period equal to the expected option life of the grant. The Company uses peer companies’ volatility because there is not sufficient historical data to calculate volatility since the Company has been public approximately three years and the expected term is over six years. These peer companies represent other publicly traded retailers in the female fashion segment. | |||||||||||||
(3) The risk-free interest rate for periods equal to the expected term of the share option is based on the rate of U.S. Treasury securities with the same duration to maturity as the expected term of the option as of the grant date. | |||||||||||||
Summary of stock option information | ' | ||||||||||||
A summary of stock option activity for the fiscal year ended December 28, 2013 is as follows: | |||||||||||||
Shares | Weighted- | Weighted- | Aggregate | ||||||||||
Average | Average | Intrinsic | |||||||||||
Exercise | Remaining | Value | |||||||||||
Price | Contractual | ||||||||||||
Term | |||||||||||||
in ‘000s | |||||||||||||
Outstanding as of December 29, 2012 | 505,297 | $ | 13.21 | ||||||||||
Granted | 665,651 | 8.78 | |||||||||||
Exercised (1) | (98,501 | ) | 3.32 | ||||||||||
Expired | (12,739 | ) | 18.76 | ||||||||||
Forfeited | (112,177 | ) | 16.78 | ||||||||||
Outstanding as of December 28, 2013 | 947,531 | $ | 10.63 | 8.55 years | $ | 1 | |||||||
Exercisable as of December 28, 2013 | 166,212 | $ | 15.41 | 6.11 years | $ | 1 | |||||||
(1) The fair value of options exercised during the fiscal year ended December 28, 2013 was $927,000. | |||||||||||||
Summary of the status of nonvested option awards | ' | ||||||||||||
A summary of the status of non-vested options awards as of December 28, 2013 including changes during the fiscal year ended December 28, 2013, is presented below: | |||||||||||||
Shares | Weighted- | ||||||||||||
Average | |||||||||||||
Grant-Date | |||||||||||||
Fair Value | |||||||||||||
Nonvested as of December 29, 2012 | 331,832 | $ | 9.07 | ||||||||||
Granted | 665,651 | 5.22 | |||||||||||
Vested | (103,987 | ) | 8.36 | ||||||||||
Forfeited | (112,177 | ) | 10.02 | ||||||||||
Nonvested as of December 28, 2013 | 781,319 | $ | 5.75 | ||||||||||
Summary of the status of nonvested restricted stock awards | ' | ||||||||||||
A summary of the status of non-vested restricted stock awards as of December 28, 2013, including changes during the fiscal year ended December 28, 2013, is presented below: | |||||||||||||
Shares | Weighted- | ||||||||||||
Average | |||||||||||||
Grant-Date | |||||||||||||
Fair Value | |||||||||||||
Restricted stock awards as of December 29, 2012 | 61,075 | $ | 21.43 | ||||||||||
Granted | 277,095 | 9.39 | |||||||||||
Vested (1) | (28,982 | ) | 16.89 | ||||||||||
Forfeited | (42,904 | ) | 18.1 | ||||||||||
Restricted stock awards as of December 28, 2013 | 266,284 | $ | 9.93 | ||||||||||
(1) The fair value of restricted stock awards vested during the fiscal year ended December 28, 2013 was $321,000. |
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 12 Months Ended | |||||||||||
Dec. 28, 2013 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
Schedule of computation of (loss) income per common share | ' | |||||||||||
The following table shows the amounts used in computing (loss) earnings per share and the effect on net (loss) income and the weighted-average number of shares potentially dilutive to common stock: | ||||||||||||
Fiscal Year Ended | ||||||||||||
December 28, 2013 | December 29, 2012 | December 31, 2011 | ||||||||||
(in thousands, except share and per share data) | ||||||||||||
Net (loss) income as reported | $ | (42,310 | ) | $ | 11,947 | $ | 19,720 | |||||
Net (loss) income attributable to common shareholders | $ | (42,310 | ) | $ | 11,947 | $ | 19,720 | |||||
Weighted-average basic common shares | 16,337,959 | 16,187,530 | 15,780,908 | |||||||||
Impact of dilutive shares | ||||||||||||
Stock options | — | 143,374 | 437,474 | |||||||||
Restricted stock | — | 11,955 | — | |||||||||
Weighted-average dilutive common shares | 16,337,959 | 16,342,859 | 16,218,382 | |||||||||
Per common share: | ||||||||||||
Net (loss) income per common share - basic | $ | (2.59 | ) | $ | 0.74 | $ | 1.25 | |||||
Net (loss) income per common share - dilutive | $ | (2.59 | ) | $ | 0.73 | $ | 1.22 | |||||
Quarterly_Results_Unaudited_Ta
Quarterly Results (Unaudited) (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 28, 2013 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||
Summary of unaudited quarterly financial results of operations | ' | ||||||||||||||||
Future quarterly operating results may fluctuate depending on a number of factors. Results for any particular quarter are not necessarily indicative of results of operations a full fiscal year or any other quarter. | |||||||||||||||||
Fiscal Year 2013 | |||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
(in thousands, except per share data) | |||||||||||||||||
Net revenues | $ | 81,403 | $ | 75,147 | $ | 60,833 | $ | 66,177 | |||||||||
Gross profit | 27,643 | 20,622 | 11,141 | 13,357 | |||||||||||||
Net income (loss) | 2,697 | (12,768 | ) | (8,981 | ) | (23,258 | ) | ||||||||||
Net income (loss) per common share—basic | $ | 0.17 | $ | (0.78 | ) | $ | (0.55 | ) | $ | (1.42 | ) | ||||||
Net income (loss) per common share—dilutive | $ | 0.17 | $ | (0.78 | ) | $ | (0.55 | ) | $ | (1.43 | ) | ||||||
Fiscal Year 2012 | |||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
(in thousands, except per share data) | |||||||||||||||||
Net revenues | $ | 82,681 | $ | 79,355 | $ | 67,920 | $ | 81,002 | |||||||||
Gross profit | 29,262 | 24,733 | 21,521 | 24,529 | |||||||||||||
Net income | 5,939 | 3,449 | 153 | 2,406 | |||||||||||||
Net income per common share—basic | $ | 0.37 | $ | 0.21 | $ | 0.01 | $ | 0.15 | |||||||||
Net income per common share—dilutive | $ | 0.36 | $ | 0.21 | $ | 0.01 | $ | 0.15 | |||||||||
Nature_of_Business_and_Summary2
Nature of Business and Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | Apr. 02, 2012 |
Accounting Policies [Abstract] | ' | ' | ' | ' |
Number of shares received from BCS in exchange for contribution in all of the merchandising, marketing and information technology department's tangible property and certain personnel | ' | ' | ' | 100 |
Proceeds from common stock offering, net of issuance costs | $0 | $0 | $1,143 | ' |
Amended authorized capital stock (in shares) | 45,000,000 | 45,000,000 | ' | ' |
Common stock, par value (in dollars per share) | $0.00 | $0.00 | ' | ' |
Nature_of_Business_and_Summary3
Nature of Business and Summary of Significant Accounting Policies 2 (Details) (USD $) | 12 Months Ended | 0 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||||
Dec. 28, 2013 | Feb. 06, 2014 | Mar. 17, 2014 | Mar. 29, 2014 | Jan. 03, 2015 | Mar. 22, 2014 | Feb. 06, 2014 | Feb. 06, 2014 | Feb. 06, 2014 | Feb. 06, 2014 | Feb. 06, 2014 | Feb. 06, 2014 | Feb. 06, 2014 | Feb. 06, 2014 | Dec. 28, 2013 | |
segment | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Credit Facility Agreement [Member] | Crystal [Member] | Term Loan [Member] | Term Loan [Member] | Uncommitted Term Loan [Member] | Uncommitted Term Loan [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Forecast [Member] | |
store | store | Subsequent Event | Credit Facility Agreement [Member] | Credit Facility Agreement [Member] | Crystal [Member] | Credit Facility Agreement [Member] | Crystal [Member] | Credit Facility Agreement [Member] | Crystal [Member] | store | |||||
Subsequent Event | Subsequent Event | Credit Facility Agreement [Member] | Subsequent Event | Credit Facility Agreement [Member] | Subsequent Event | Credit Facility Agreement [Member] | |||||||||
Subsequent Event | Subsequent Event | Subsequent Event | |||||||||||||
Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash | $16,513,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of reportable segments | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
International sales | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue recognition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Legal obligation to remit unredeemed gift certificates to relevant jurisdictions | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Working capital | 24,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of stores closed | ' | ' | 12 | ' | 5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17 |
Federal income tax refund | ' | ' | ' | 13,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, amount | ' | ' | ' | ' | ' | ' | 17,000,000 | 17,000,000 | 12,000,000 | 12,000,000 | 7,000,000 | 7,000,000 | ' | ' | ' |
Maximum borrowing facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | 5,000,000 | ' |
Repayments of line of credit | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash collateral | ' | ' | ' | ' | ' | 20,100,000 | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts receivable and inventory drawn against as collateral | ' | ' | ' | ' | ' | $12,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Nature_of_Business_and_Summary4
Nature of Business and Summary of Significant Accounting Policies 3 (Details) (Branch Banking and Trust Company, USD $) | 0 Months Ended |
Jan. 20, 2012 | |
Branch Banking and Trust Company | ' |
Line of Credit Facility [Line Items] | ' |
Maximum borrowing facility | $5,000,000 |
Maximum borrowing capacity to be increased at sole discretion of the lender | 20,000,000 |
Revolving line of credit facility, margin rate over one month LIBOR (as a percent) | 1.35% |
Interest rate, variable interest rate floor (as a percent) | 2.00% |
Tangible net worth required to be maintained | $30,000,000 |
Nature_of_Business_and_Summary5
Nature of Business and Summary of Significant Accounting Policies 4 (Details) (USD $) | 12 Months Ended | ||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Impairment of depreciable long-lived assets | $933,000 | $0 | $0 |
Advertising expense | 4,100,000 | 1,300,000 | 1,100,000 |
Service Life [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Depreciation increase due to periodic review of estimated useful lives | $608,000 | ' | ' |
Minimum | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Useful life of property, plant and equipment | '3 years | ' | ' |
Maximum | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Useful life of property, plant and equipment | '15 years | ' | ' |
Financial_Instruments_Details
Financial Instruments (Details) (Money Market Funds, USD $) | Dec. 29, 2012 |
In Thousands, unless otherwise specified | |
Fair value of assets on a recurring basis | ' |
Fair value | $11,740 |
Quoted Prices in Active Markets (Level 1) | ' |
Fair value of assets on a recurring basis | ' |
Fair value | $11,740 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 12 Months Ended | ||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | |
store | |||
Property and equipment | ' | ' | ' |
Property and equipment, gross | $78,195,000 | $58,638,000 | ' |
Accumulated depreciation and amortization | -32,463,000 | -25,123,000 | ' |
Property, Plant and Equipment, Net | 45,732,000 | 33,515,000 | ' |
Depreciation and amortization expense | 8,800,000 | 6,200,000 | 4,600,000 |
Number of stores where carrying value of assets exceeded fair value | 20 | ' | ' |
Impairment of depreciable long-lived assets | 933,000 | 0 | 0 |
Capital expenditures | 18,100,000 | 12,100,000 | 5,700,000 |
Tenant allowances | 4,200,000 | 5,800,000 | 4,100,000 |
Furniture and Fixtures | ' | ' | ' |
Property and equipment | ' | ' | ' |
Property and equipment, gross | 36,557,000 | 21,924,000 | ' |
Leasehold improvements | ' | ' | ' |
Property and equipment | ' | ' | ' |
Property and equipment, gross | 41,638,000 | 36,714,000 | ' |
Forecast [Member] | ' | ' | ' |
Property and equipment | ' | ' | ' |
Number of stores closed | 17 | ' | ' |
Adjustment | Furniture, Fixtures and Equipment [Member] | ' | ' | ' |
Property and equipment | ' | ' | ' |
Impairment of depreciable long-lived assets | 528,000 | ' | ' |
Adjustment | Leasehold improvements | ' | ' | ' |
Property and equipment | ' | ' | ' |
Impairment of depreciable long-lived assets | 405,000 | ' | ' |
Service Life [Member] | ' | ' | ' |
Property and equipment | ' | ' | ' |
Depreciation | $608,000 | ' | ' |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Details) (USD $) | Dec. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' |
Goodwill, gross | $55,470 | $55,470 |
Accumulated impairment losses | -55,470 | -33,962 |
Goodwill, net of impairments | $0 | $21,508 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets 2 (Details) (USD $) | Dec. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Customer Relationships | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross amount of finite lived intangible assets | $585 | $585 |
Accumulated amortization | -585 | -585 |
Net amount of finite lived intangible assets | 0 | 0 |
Trade names and trademarks | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross amount of finite lived intangible assets | 16,574 | 16,574 |
Accumulated amortization | 0 | 0 |
Net amount of finite lived intangible assets | $16,574 | $16,574 |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets - Narrative (Details) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Jun. 29, 2013 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' |
Intangible assets, net of accumulated amortization | $16,574 | ' | $16,574 | $16,574 | ' |
Goodwill, impairment loss recorded | 933 | 10,400 | ' | ' | ' |
Impairment of goodwill | ' | ' | 21,508 | 0 | 0 |
Amortization expense | ' | ' | 0 | 117 | 556 |
Stores [Member] | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' |
Goodwill, impairment loss recorded | ' | ' | $11,100 | ' | ' |
Accrued_Expenses_and_Other_Cur2
Accrued Expenses and Other Current Liabilities (Details) (USD $) | Dec. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Accrued Expenses and Other Current Liabilities | ' | ' |
Accrued payroll and related taxes | $5,241 | $4,611 |
Accrued occupancy | 4,162 | 3,529 |
Taxes, other than income taxes | 1,314 | 1,815 |
Gift certificates and store merchandise credits | 1,571 | 2,661 |
Other | 12,335 | 7,116 |
Total accrued expenses and other current liabilities | $24,623 | $19,732 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Commitments and Contingencies Disclosure [Abstract] | ' | ' | ' |
Maximum lease term | '10 years | ' | ' |
Future minimum rental commitments | ' | ' | ' |
2014 | $25,961 | ' | ' |
2015 | 23,838 | ' | ' |
2016 | 21,173 | ' | ' |
2017 | 16,566 | ' | ' |
2018 | 11,155 | ' | ' |
Thereafter | 13,727 | ' | ' |
Total minimum payments | 112,420 | ' | ' |
Minimum rentals | 28,569 | 24,965 | 20,957 |
Contingent rentals | 1,311 | 2,515 | 3,055 |
Total rent expense | $29,880 | $27,480 | $24,012 |
Saleleaseback_Details
Sale-leaseback (Details) (USD $) | Dec. 28, 2013 | Nov. 12, 2013 |
Leases [Abstract] | ' | ' |
Financing obligation | ' | $3,200,000 |
2014 | 887,000 | ' |
2015 | 887,000 | ' |
2016 | 887,000 | ' |
2017 | 887,000 | ' |
Total minimum payments | 3,548,000 | ' |
Amounts representing interest | 388,000 | ' |
Financing obligation, sale-leaseback | $3,160,000 | ' |
Debt_Details
Debt (Details) (USD $) | Dec. 28, 2013 | Jan. 20, 2012 |
Branch Banking and Trust Company | ||
Line of Credit Facility [Line Items] | ' | ' |
Maximum borrowing facility | ' | $5,000,000 |
Maximum borrowing capacity to be increased at sole discretion of the lender | ' | 20,000,000 |
Revolving line of credit facility, one month LIBOR | ' | 'one month LIBOR |
Revolving line of credit facility, margin rate over one month LIBOR (as a percent) | ' | 1.35% |
Interest rate, variable interest rate floor (as a percent) | ' | 2.00% |
Tangible net worth required to be maintained | ' | 30,000,000 |
Borrowings from the revolving credit facility | $5,000,000 | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | ||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | |
Current | ' | ' | ' |
Federal | ($9,771,000) | $5,745,000 | $10,928,000 |
State | -528,000 | 575,000 | 1,520,000 |
Total | -10,299,000 | 6,320,000 | 12,448,000 |
Deferred | ' | ' | ' |
Federal | -839,000 | 1,139,000 | -280,000 |
State | 1,090,000 | -72,000 | -243,000 |
Total | 251,000 | 1,067,000 | -523,000 |
Total (benefit from) provision for income taxes | -10,048,000 | 7,387,000 | 11,925,000 |
Gross deferred tax assets: | ' | ' | ' |
Reserves | 19,000 | 16,000 | ' |
Accrued expenses | 760,000 | 779,000 | ' |
Inventory | 1,362,000 | 1,165,000 | ' |
Stock-based compensation | 1,324,000 | 893,000 | ' |
Restricted Stock | 479,000 | 216,000 | ' |
Net operating losses | 994,000 | 2,000 | ' |
Other | 1,622,000 | 1,130,000 | ' |
Gross deferred tax assets before valuation allowance | 6,560,000 | 4,201,000 | ' |
Less: valuation allowance | -3,019,000 | 0 | ' |
Deferred tax asset, net of valuation allowance | 3,541,000 | 4,201,000 | ' |
Gross deferred tax liabilities: | ' | ' | ' |
Intangibles | -6,324,000 | -6,245,000 | ' |
Property and equipment | -807,000 | -1,295,000 | ' |
Gross deferred tax liabilities | -7,131,000 | -7,540,000 | ' |
Net deferred tax liability | -3,590,000 | -3,339,000 | ' |
Tax rate reconciliation | ' | ' | ' |
Amount computed using statutory rates (as a percent) | 35.00% | 35.00% | 35.00% |
State and local income taxes, net of federal benefit (as a percent) | 3.10% | 3.10% | 4.00% |
Impairment of goodwill (as a percent) | -14.40% | 0.00% | 0.00% |
Change in valuation allowance (as a percent) | -5.80% | 0.00% | 0.00% |
Other (as a percent) | 1.30% | 0.10% | -1.30% |
(Benefit) provision for income effective tax rate (as a percent) | 19.20% | 38.20% | 37.70% |
Uncertain tax positions, which would result in an income tax liability | 0 | ' | ' |
Potential carryback | ' | 10,000,000 | ' |
State and Local Jurisdiction [Member] | ' | ' | ' |
Gross deferred tax assets: | ' | ' | ' |
Net operating losses | $994,000 | ' | ' |
StockBased_Compensation_Plan_D
Stock-Based Compensation Plan (Details) (USD $) | 0 Months Ended | 12 Months Ended | |||||
24-May-12 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | ||||
Stock option information [Line Items] | ' | ' | ' | ' | |||
Increase in the number of shares available under the Plan | 400,000 | ' | ' | ' | |||
Percentage of unvested award that will vest | 50.00% | ' | ' | ' | |||
Weighted average assumptions | ' | ' | ' | ' | |||
Expected option term | ' | '6 years 3 months | [1] | '6 years 3 months | [1] | '6 years 3 months | [1] |
Expected volatility factor (as a percent) | ' | 64.28% | [2] | 66.30% | [2] | 65.80% | [2] |
Risk-free interest rate (as a percent) | ' | 1.20% | [3] | 1.00% | [3] | 1.40% | [3] |
Expected annual dividend yield (as a percent) | ' | 0.00% | 0.00% | 0.00% | |||
Selling, general and administrative expenses | ' | ' | ' | ' | |||
Stock option information [Line Items] | ' | ' | ' | ' | |||
Stock-based compensation expense | ' | 2,800,000 | 1,298,000 | 341,000 | |||
Cost of goods sold | ' | ' | ' | ' | |||
Stock option information [Line Items] | ' | ' | ' | ' | |||
Stock-based compensation expense | ' | -101,000 | 730,000 | 719,000 | |||
Maximum | ' | ' | ' | ' | |||
Weighted average assumptions | ' | ' | ' | ' | |||
Period for which the entity has been public | ' | '3 years | ' | ' | |||
Minimum | ' | ' | ' | ' | |||
Weighted average assumptions | ' | ' | ' | ' | |||
Expected option term | ' | '6 years | ' | ' | |||
Stock options | ' | ' | ' | ' | |||
Outstanding options, number of shares | ' | ' | ' | ' | |||
Balance at the beginning of the period (in shares) | ' | 505,297 | ' | ' | |||
Granted (in shares) | ' | 665,651 | ' | ' | |||
Exercised (in shares) | ' | -98,501 | [4] | ' | ' | ||
Expired (in shares) | ' | -12,739 | ' | ' | |||
Forfeited (in shares) | ' | -112,177 | ' | ' | |||
Balance at the end of the period (in shares) | ' | 947,531 | ' | ' | |||
Exercisable at the end of the period (in shares) | ' | 166,212 | ' | ' | |||
Outstanding options, Weighted-Average Exercise Price | ' | ' | ' | ' | |||
Balance at the beginning of the period (in dollars per share) | ' | 13.21 | ' | ' | |||
Granted (in dollars per share) | ' | 8.78 | ' | ' | |||
Exercised (in dollars per share) | ' | 3.32 | [4] | ' | ' | ||
Expired (in dollars per share) | ' | 18.76 | ' | ' | |||
Forfeited (in dollars per share) | ' | 16.78 | ' | ' | |||
Balance at the end of the period (in dollars per share) | ' | 10.63 | ' | ' | |||
Exercisable at the end of the period (in dollars per share) | ' | 15.41 | ' | ' | |||
Outstanding options, Weighted-Average Remaining Contractual Term | ' | ' | ' | ' | |||
Weighted-Average Remaining Contractual Term | ' | '8 years 6 months 18 days | ' | ' | |||
Outstanding at the end of the period | ' | '6 years 1 month 10 days | ' | ' | |||
Aggregate Intrinsic Value | ' | ' | ' | ' | |||
Outstanding at the end of the period (in dollars) | ' | 1,000 | ' | ' | |||
Exercisable at the end of the period (in dollars) | ' | 1,000 | ' | ' | |||
Fair value of options exercised (in dollars) | ' | 927,000 | ' | ' | |||
Nonvested options, number of shares | ' | ' | ' | ' | |||
Nonvested at the beginning of the period (in shares) | ' | 331,832 | ' | ' | |||
Granted (in shares) | ' | 665,651 | ' | ' | |||
Vested (in shares) | ' | -103,987 | ' | ' | |||
Forfeited (in shares) | ' | -112,177 | ' | ' | |||
Nonvested at the end of the period (in shares) | ' | 781,319 | ' | ' | |||
Nonvested options, weighted-average grant-date fair value | ' | ' | ' | ' | |||
Nonvested at the beginning of the period (in dollars per share) | ' | 9.07 | ' | ' | |||
Granted (in dollars per share) | ' | 5.22 | ' | ' | |||
Vested (in dollars per share) | ' | 8.36 | ' | ' | |||
Forfeited (in dollars per share) | ' | 10.02 | ' | ' | |||
Nonvested at the end of the period (in dollars per share) | ' | 5.75 | ' | ' | |||
Unrecognized compensation expense | ' | ' | ' | ' | |||
Compensation cost related to nonvested stock option awards not yet recognized | ' | 2,400,000 | ' | ' | |||
Period over which unrecognized compensation expense is expected to be recognized | ' | '3 years 1 month 6 days | ' | ' | |||
Restricted Stock Awards | ' | ' | ' | ' | |||
Aggregate Intrinsic Value | ' | ' | ' | ' | |||
Fair value of options exercised (in dollars) | ' | 321,000 | ' | ' | |||
Unrecognized compensation expense | ' | ' | ' | ' | |||
Compensation cost related to nonvested stock option awards not yet recognized | ' | 1,400,000 | ' | ' | |||
Period over which unrecognized compensation expense is expected to be recognized | ' | '3 years | ' | ' | |||
Number of Shares | ' | ' | ' | ' | |||
Nonvested at the beginning of the period (in shares) | ' | 61,075 | ' | ' | |||
Granted (in shares) | ' | 277,095 | ' | ' | |||
Vested (in shares) | ' | -28,982 | [5] | ' | ' | ||
Forfeited (in shares) | ' | -42,904 | ' | ' | |||
Nonvested at the end of the period (in shares) | ' | 266,284 | ' | ' | |||
Weighted-Average Grant-Date Fair Value Per Share | ' | ' | ' | ' | |||
Nonvested at the beginning of the period (in dollars per share) | ' | 21.43 | ' | ' | |||
Granted (in dollars per share) | ' | 9.39 | ' | ' | |||
Vested (in dollars per share) | ' | 16.89 | [5] | ' | ' | ||
Forfeited (in dollars per share) | ' | 18.1 | ' | ' | |||
Nonvested at the end of the period (in dollars per share) | ' | 9.93 | ' | ' | |||
[1] | Since there was not sufficient historical information for grants with similar terms, the simplified or “plain-vanilla†method of estimating option life was utilized. | ||||||
[2] | The stock volatility for each grant is measured using the weighted average of historical weekly price changes of certain peer companies’ common stock over the most recent period equal to the expected option life of the grant. The Company uses peer companies’ volatility because there is not sufficient historical data to calculate volatility since the Company has been public approximately three years and the expected term is over six years. These peer companies represent other publicly traded retailers in the female fashion segment. | ||||||
[3] | The risk-free interest rate for periods equal to the expected term of the share option is based on the rate of U.S. Treasury securities with the same duration to maturity as the expected term of the option as of the grant date. | ||||||
[4] | The fair value of options exercised during the fiscal year ended December 28, 2013 was $927,000. | ||||||
[5] | The fair value of restricted stock awards vested during the fiscal year ended December 28, 2013 was $321,000. |
Earnings_Per_Share_Details
Earnings Per Share (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 28, 2013 | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net (loss) income as reported | ($23,258) | ($8,981) | ($12,768) | $2,697 | $2,406 | $153 | $3,449 | $5,939 | ($42,310) | $11,947 | $19,720 |
Net (loss) income attributable to common shareholders | ' | ' | ' | ' | ' | ' | ' | ' | ($42,310) | $11,947 | $19,720 |
Weighted-average basic common shares (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 16,337,959 | 16,187,530 | 15,780,908 |
Weighted average dilutive common shares (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 16,337,959 | 16,342,859 | 16,218,382 |
Per common share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net (loss) income per common share - basic (in dollars per share) | ($1.42) | ($0.55) | ($0.78) | $0.17 | $0.15 | $0.01 | $0.21 | $0.37 | ($2.59) | $0.74 | $1.25 |
Net (loss) income per common share - dilutive (in dollars per share) | ($1.43) | ($0.55) | ($0.78) | $0.17 | $0.15 | $0.01 | $0.21 | $0.36 | ($2.59) | $0.73 | $1.22 |
Antidilutive securities (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 59,969 | ' | ' |
Stock options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average dilutive common shares (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 143,374 | 437,474 |
Restricted Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average dilutive common shares (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 11,955 | 0 |
Equity award | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Per common share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Antidilutive securities (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 13,500 | 183,916 | ' |
Quarterly_Results_Unaudited_De
Quarterly Results (Unaudited) (Details) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 28, 2013 | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Jun. 29, 2013 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Quarterly Financial Information Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net revenues | $66,177 | $60,833 | $75,147 | $81,403 | $81,002 | $67,920 | $79,355 | $82,681 | ' | $283,560 | $310,958 | $296,500 |
Gross profit | 13,357 | 11,141 | 20,622 | 27,643 | 24,529 | 21,521 | 24,733 | 29,262 | ' | 72,763 | 100,045 | 103,399 |
Net (loss) income | -23,258 | -8,981 | -12,768 | 2,697 | 2,406 | 153 | 3,449 | 5,939 | ' | -42,310 | 11,947 | 19,720 |
Net (loss) income per common share - basic (in dollars per share) | ($1.42) | ($0.55) | ($0.78) | $0.17 | $0.15 | $0.01 | $0.21 | $0.37 | ' | ($2.59) | $0.74 | $1.25 |
Net (loss) income per common share - dilutive (in dollars per share) | ($1.43) | ($0.55) | ($0.78) | $0.17 | $0.15 | $0.01 | $0.21 | $0.36 | ' | ($2.59) | $0.73 | $1.22 |
Goodwill, impairment loss recorded | 933 | ' | ' | ' | ' | ' | ' | ' | 10,400 | ' | ' | ' |
Recorded valuation allowance against deferred tax assets | ($3,019) | ' | ' | ' | $0 | ' | ' | ' | ' | ($3,019) | $0 | ' |
Related_Parties_Details
Related Parties (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Related Parties | ' | ' | ' |
Rent expense | $29,880 | $27,480 | $24,012 |
Entity owned by certain members of management who are also stockholders of the Company | ' | ' | ' |
Related Parties | ' | ' | ' |
Rent expense | $492 | $482 | $467 |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent Event, USD $) | 0 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | |||||||
Feb. 06, 2014 | Mar. 22, 2014 | Feb. 06, 2014 | Feb. 06, 2014 | Feb. 06, 2014 | Dec. 28, 2013 | Feb. 06, 2014 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | |
Credit Facility Agreement [Member] | Term Loan [Member] | Uncommitted Term Loan [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Base Rate [Member] | Debt Instrument, Redemption, Period One [Member] | Debt Instrument, Redemption, Period Two [Member] | |||
Credit Facility Agreement [Member] | Credit Facility Agreement [Member] | Credit Facility Agreement [Member] | Credit Facility Agreement [Member] | Credit Facility Agreement [Member] | Credit Facility Agreement [Member] | Base Rate [Member] | Base Rate [Member] | ||||
Credit Facility Agreement [Member] | Credit Facility Agreement [Member] | ||||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, amount | ' | ' | $17,000,000 | $12,000,000 | $7,000,000 | ' | ' | ' | ' | ' | ' |
Maximum borrowing facility | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' |
Repayments of line of credit | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Margin rate over 90-day LIBOR (as a percent) | ' | ' | ' | ' | ' | ' | ' | 8.00% | ' | ' | ' |
Debt instrument, borrowing base, net orderly liquidation value (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' |
Debt instrument, borrowing base, eligible receivables and cash in blocked accounts (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 95.00% | ' | ' |
Debt instrument, borrowing base, net orderly liquidation value of equipment, net of availability reserve (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' |
Debt instrument, borrowing base, availability block, amount | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' |
Unused facility fee (as a percent) | ' | ' | ' | ' | ' | 0.50% | ' | ' | ' | ' | ' |
Fee for prepayment or permanent reduction (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.00% | 2.00% |
Unrestricted cash, minimal balance required | ' | ' | 6,500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of days minimal balance must be maintained | ' | ' | '3 days | ' | ' | ' | ' | ' | ' | ' | ' |
Unrestricted cash balance | ' | ' | 3,500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Cash collateral | ' | $20,100,000 | $1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' |