Business and Summary of Significant Accounting Policies | 12 Months Ended |
Jan. 28, 2014 |
Business and Summary of Significant Accounting Policies | ' |
Business and Summary of Significant Accounting Policies | ' |
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1. Business and Summary of Significant Accounting Policies |
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Business—Mattress Firm Holding Corp., through its wholly owned subsidiaries, is engaged in the retail sale of mattresses and bedding-related products in various metropolitan markets in the United States through company-operated and franchisee-owned mattress specialty stores that operate primarily under the name Mattress Firm. Mattress Firm Holding Corp. and its wholly owned subsidiaries are referred to collectively as the "Company" or "Mattress Firm." |
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Initial Public Offering—On November 23, 2011, the Company completed the initial public offering of 6,388,888 shares of its common stock at a public offering price of $19.00 per share pursuant to a registration statement on Form S-1, as amended (File No. 333-174830), which was declared effective on November 17, 2011. The Company raised a total of $121.4 million in gross proceeds in the initial public offering or approximately $110.4 million in net proceeds after deducting underwriting discounts and commissions of $8.5 million and $2.5 million of offering-related costs. |
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On November 23, 2011, the Company used a portion of the net proceeds from the initial public offering as follows: (i) $88.8 million to repay in full all amounts outstanding under the 2009 Loan Facility (see Note 12); (ii) $4.6 million to repay in full the Company's PIK Notes that did not convert into shares of the Company's common stock upon the completion of the initial public offering (see Note12); and (iii) $1.6 million to pay accrued management fees and interest thereon and a related termination fee to J.W. Childs Associates, L.P. in connection with the termination of the management agreement between J.W. Childs Associates, L.P. and the Company that became effective with the completion of the initial public offering. The remaining net proceeds after payment of other estimated costs associated with the initial public offering, were retained by the Company for working capital and general corporate purposes. |
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Furthermore, in connection with the consummation of the initial public offering, (i) Convertible Notes with an aggregate principal and accrued interest balance of $41.9 million were converted into 2,205,953 shares the Company's common stock at a price per share equal to the initial public offering price, and (ii) the PIK Notes that were not repaid with net proceeds from the initial public offering, with an aggregate principal and accrued interest balance of $52.7 million, were converted into 2,774,035 shares of the Company's common stock at a price per share equal to the initial public offering price (see Note 13). |
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Ownership—As of January 28, 2014, J.W. Childs Equity Partners III, L.P. owns 16.4 million shares (approximately 48%) of the common stock of Mattress Firm Holding Corp. and is the controlling stockholder. Prior to the initial public offering, the Company was a wholly-owned subsidiary of Mattress Holdings, LLC, which was majority owned by JWC Mattress Holdings, LLC, a limited liability company managed by J.W. Childs Associates, Inc. ("J.W. Childs"). Mattress Holdings, LLC had various minority owners including certain members of the Company's management (together with J.W. Childs, the "Equity Owners"). On September 27, 2012, Mattress Holdings, LLC distributed its holdings of Mattress Firm Holding Corp. common stock to the Equity Owners and was subsequently dissolved. |
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Basis of Presentation—The accompanying financial statements present the consolidated balance sheets, statements of operations, stockholders' equity and cash flows of the Company. Certain reclassifications have been made to the prior year consolidated statements of cash flows to segregate the cash proceeds related to construction allowances from landlords from the previously reported cash activity that was included as components of the changes in accounts receivable and noncurrent liabilities to conform to the current period financial statement presentation with no effect on our previously reported net cash provided by operating activities. All intercompany accounts and transactions have been eliminated. |
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Fiscal Year—The Company's fiscal year consists of 52 or 53 weeks ending on the Tuesday closest to January 31. Each of the fiscal years ended January 31, 2012 ("Fiscal 2011"), January 29, 2013 ("Fiscal 2012") and January 28, 2014 ("Fiscal 2013") consisted of 52 weeks. |
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Accounting Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of (i) assets and liabilities, (ii) disclosure of contingent assets and liabilities at the date of the financial statements and (iii) the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Estimates that are more susceptible to change in the near term are the accruals for sales returns and exchanges, product warranty costs, asset impairments and store closing costs. |
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Fair Value Measures—The amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their respective fair values due to the short-term maturity of these instruments. |
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The FASB has issued guidance on the definition of fair value, the framework for using fair value to measure assets and liabilities, and disclosure regarding fair value measurements. The guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used to measure fair value. These tiers include: |
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Level 1: Defined as observable inputs such as quoted prices in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. |
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Level 2: Defined as pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. |
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Level 3: Defined as pricing inputs that are unobservable from objective sources. These inputs may be used with internally developed methodologies that result in management's best estimate of fair value. |
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The Company measures the fair value of its nonqualified deferred compensation plan on a recurring basis. The plan's assets are valued based on the marketable securities tied to the plan. Additionally, the Company measures the fair values of goodwill, intangible assets, and property and equipment on a nonrecurring basis if required by impairment tests applicable to these assets. |
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Assets requiring recurring or non-recurring fair value measurements consisted of the following (in thousands): |
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| | Net Book Value as of January 29, 2013 | | Fair Value Measurements | | | |
| | Fiscal 2012 Impairments | |
| | Level 1 | | Level 2 | | Level 3 | |
Nonqualified deferred compensation plan (Note 13) | | $ | 1,138 | | $ | — | | $ | 1,138 | | $ | — | | $ | — | |
Intangible assets requiring impairment review (Note 4) | | $ | 786 | | $ | — | | $ | — | | $ | 786 | | $ | 2,100 | |
Property and equipment requiring impairment review (Note 3) | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 156 | |
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| | Net Book Value as of January 28, 2014 | | Fair Value Measurements | | | |
| | Fiscal 2013 Impairments | |
| | Level 1 | | Level 2 | | Level 3 | |
Nonqualified deferred compensation plan (Note 13) | | $ | 1,353 | | $ | — | | $ | 1,353 | | $ | — | | $ | — | |
Property and equipment requiring impairment review (Note 3) | | $ | 321 | | $ | — | | $ | — | | $ | 321 | | $ | 464 | |
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The significant Level 3 unobservable inputs used in the fair value measurement of the Company's intangible assets and property and equipment were (i) the weighted average cost of capital ("WACC") and (ii) the royalty rate related to intangible trade names. Increases (decreases) in WACC inputs in isolation would result in a lower (higher) fair value measurement. Increases (decreases) in the royalty rate inputs in isolation would result in a higher (lower) fair value measurement. Fair value measurements may be determined by independent third parties. |
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The following tables are not intended to be all-inclusive, but rather provide a summary of the significant unobservable inputs used in the fair value measurement of the Company's Level 3 assets in which impairment testing was performed. |
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Impairment testing performed as of January 29, 2013 |
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Valuation Technique | | Significant | | Unobservable | | | | | | | | | | | | |
Unobservable | Input Range | | | | | | | | | | | | |
Inputs | | | | | | | | | | | | | |
Intangible Asset Impairment Testing | | | | | | | | | | | | | | | | |
Income approach | | WACC(1) | | 15.5% - 17.5% | | | | | | | | | | | | |
Income approach | | Royalty rate | | 0.5% - 1.5% | | | | | | | | | | | | |
Property and Equipment Impairment Testing | | | | | | | | | | | | | | | | |
Income approach | | WACC(1) | | 13.50% | | | | | | | | | | | | |
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Impairment testing performed as of January 28, 2014 |
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Valuation Technique | | Significant | | Unobservable | | | | | | | | | | | | |
Unobservable | Input Range | | | | | | | | | | | | |
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Property and Equipment Impairment Testing | | | | | | | | | | | | | | | | |
Income approach | | WACC(1) | | 13.50% | | | | | | | | | | | | |
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Weighted Average Cost of Capital |
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The table below summarizes the estimated fair values had the Company elected the fair value option under ASC 825, Financial Instruments, related to accounting for debt obligations at their fair value and the respective carrying values of the Company's credit facility (the "2012 Senior Credit Facility"), as of January 29, 2013 and January 28, 2014 (in millions): |
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| | January 29, 2013 | | January 28, 2014 | | | | |
| | Estimated | | Carrying | | Estimated | | Carrying | | | | |
Fair Value | Value | Fair Value | Value | | | |
Senior Credit Facility—Term Loans—Level 2 | | $ | 226.3 | | $ | 226.7 | | $ | 198.6 | | $ | 198.1 | | | | |
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The fair value of the 2012 Senior Credit Facility term loans was estimated based on the ask and bid prices quoted from an external source. The carrying amounts of other debt instruments at fixed rates approximated their respective fair values due to the comparability of interest rates for the same or similar issues that are available. |
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Net Sales—Sales revenue, including fees collected for delivery services, is recognized upon delivery and acceptance of mattresses and bedding products by the Company's customers and is recorded net of estimated returns. Customer deposits collected prior to the delivery of merchandise are recorded as a liability. Net sales are recognized net of the sales tax collected from customers and remitted to various taxing jurisdictions. |
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Cost of Sales, Sales and Marketing and General and Administrative Expense—The following summarizes the primary costs classified in each major expense category (the classification of which may vary within the Company's industry). |
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Cost of sales: |
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Costs associated with purchasing and delivering the Company's products to the Company's stores and customers, net of vendor incentives earned on the purchase of products subsequently sold; |
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Physical inventory losses; |
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Store and warehouse occupancy and depreciation expense of related facilities and equipment; |
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Store and warehouse operating costs, including (i) warehouse labor costs, (ii) utilities, (iii) repairs and maintenance, (iv) supplies, (v) and store facilities; and |
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Estimated costs to provide for customer returns and exchanges and to service customer warranty claims. |
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Sales and marketing expenses: |
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Advertising and media production; |
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Payroll and benefits for sales associates; and |
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Merchant service fees for customer credit and debit card payments, check guarantee fees and promotional financing expense. |
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General and administrative expenses: |
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Payroll and benefit costs for corporate office and regional management employees; |
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Stock-based compensation costs; |
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Occupancy costs of corporate facility; |
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Information systems hardware, software and maintenance; |
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Depreciation related to corporate assets; |
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Management fees; |
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Insurance; and |
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Other overhead costs. |
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Vendor Incentives—Cash payments received from vendors as incentives to enter into or to maintain long-term supply arrangements, including new store funds described in the following paragraph, are deferred and amortized as a reduction of cost of sales using a systematic approach. Vendor incentives that are based on a percentage of the cost of purchased merchandise, such as cooperative advertising funds, are accounted for as a reduction of the price of the vendor's products and result in a reduction of cost of sales when the merchandise is sold. Certain vendor arrangements provide for volume-based incentives that require minimum purchase volumes and may provide for increased incentives upon higher levels of volume purchased. The recognition of earned incentives that vary based on purchase levels includes the effect of estimates of the Company's purchases of the vendor's products and may result in adjustments in subsequent periods if actual purchase volumes deviate from the estimates. Vendor incentives that are direct reimbursements of costs incurred by the Company to sell the vendor's products are accounted for as a reduction of the related costs when recognized in the Company's results of operations. From time to time, certain vendors provide funds to the Company to advertise their products. The Company recognized $3.9 million, $5.2 million and $9.1 million as a reduction to sales and marketing expense during fiscal 2011, fiscal 2012 and fiscal 2013, respectively, related to such direct vendor advertising funds. |
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The Company receives cash funds from certain vendors upon the opening of a new store ("new store funds") if the opening results in an increase in the total number of stores in operation. Under the current supply arrangements, the Company is not required to purchase a stated amount of products for an individual store or in total as a condition to receipt of the new store funds, although it is obligated to repay a portion of new store funds if a new store is subsequently closed, if the Company ceases to sell the supplier's products in the new store or if a supply arrangement is terminated early. The Company classifies new store funds as a noncurrent liability and recognizes a pro-rata reduction of cost of sales in the results of operations over 36 months, which is the period that most closely aligns with the terms of the Company's supply agreements regarding the manner in which new store funds are earned. |
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Sales Returns and Exchanges—The Company accrues a liability for estimated costs of sales returns and exchanges in the period that the related sales are recognized. The Company provides its customers with a comfort satisfaction guarantee whereby the customer may receive a refund or exchange the original mattress for a replacement of equal or similar quality for a period of up to 100 days after the original purchase. Mattresses received back under this policy are reconditioned pursuant to state laws and resold through the Company's clearance center stores as used merchandise. The Company accrues a liability for the estimated costs related to the revaluation of the returned merchandise to the lower of cost or market at the time the sale is recorded based upon historical experience. The Company regularly assesses and adjusts the estimated liability by updating claims rates based on actual trends and projected claim costs. A revision of estimated claim rates and claim costs or revisions to the Company's exchange policies may have a material adverse effect on future results of operations. |
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Activity with respect to the liability for sales returns and exchanges, included in accrued liabilities, was as follows (in thousands): |
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| | Fiscal | | Fiscal | | Fiscal | | | | | | | |
2011 | 2012 | 2013 | | | | | | |
Balance at beginning of period | | $ | 513 | | $ | 1,079 | | $ | 1,485 | | | | | | | |
Sales return and exchange provision | | | 3,651 | | | 6,230 | | | 8,802 | | | | | | | |
Sales return and exchange claims | | | (3,085 | ) | | (5,824 | ) | | (8,291 | ) | | | | | | |
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Balance at end of period | | $ | 1,079 | | $ | 1,485 | | $ | 1,996 | | | | | | | |
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Product Warranties—Pursuant to certain of the Company's supply agreements, the Company may be responsible for manufacturer service warranties and any extended warranties the Company may offer. The customer is not charged a fee for warranty coverage. The Company accrues for the estimated cost of warranty coverage at the time the sale is recorded. In estimating the liability for product warranties, the Company considers the impact of recoverable salvage value on product received back under warranty. Based upon the Company's historical warranty claim experience, as well as recent trends that might suggest that past experience may differ from future claims, management periodically reviews and adjusts, if necessary, the liability for product warranties. |
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Activity with respect to the liability for product warranties was as follows (in thousands): |
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| | Fiscal | | Fiscal | | Fiscal | | | | | | | |
2011 | 2012 | 2013 | | | | | | |
Balance at beginning of period | | $ | 2,063 | | $ | 2,766 | | $ | 3,779 | | | | | | | |
Warranty provision | | | 2,238 | | | 2,414 | | | 2,932 | | | | | | | |
Warranty claims | | | (1,535 | ) | | (1,401 | ) | | (1,910 | ) | | | | | | |
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Balance at end of period | | | 2,766 | | | 3,779 | | | 4,801 | | | | | | | |
Less: Current portion included in accrued liabilities | | | 1,285 | | | 1,735 | | | 1,994 | | | | | | | |
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Noncurrent portion included in other non-current liabilities | | $ | 1,481 | | $ | 2,044 | | $ | 2,807 | | | | | | | |
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Franchise Fees and Royalty Income—The Company has granted franchise rights to private operators to operate Mattress Firm stores for a term of generally 20 to 30 years on a market-by-market basis. The Company provides standard operating procedure manuals, the right to use systems and trademarks, assistance in site locations of stores and warehouses, training and support services, advertising materials and management and accounting software to its franchisees. The Company is entitled to a nonrefundable initial franchise fee that is recognized in income when all material services have been substantially performed, which is upon the opening of a new store. In addition, the Company earns ongoing royalties based on a percentage of gross franchisee sales, payable twice a month, which are recognized in income during the period sales are recognized by the franchisees. |
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The Company evaluates the credentials, business plans and the financial strength of potential franchisees before entering into franchise agreements and before extending credit terms for franchise fee and royalty payments. Concentrations of credit risk with respect to accounts receivable with franchisees after considering existing allowances for doubtful accounts, are considered by management to be limited as a result of the small size of the franchisee network relative to company-operated stores and the years of experience with the current franchisee owners. The Company generally has the right, under the terms of its franchise agreements, to assume the operations of franchisees that do not comply with the conditions of the franchise agreement, including a default on the payments owed to the Company. In such instances, the assumption may involve purchase consideration in the form of cash and the assumption of certain franchisee obligations, including obligations to the Company. Based upon collection experience with existing franchisees and the collateral position, an allowance for doubtful accounts was not necessary as of both January 29, 2013 and January 28, 2014. |
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Pre-opening Expense—Store pre-opening expenses, which consist primarily of occupancy costs, are expensed as incurred. |
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Advertising and Media Production Expense—The Company incurs advertising costs associated with print and broadcast advertisements. Such costs are expensed as incurred except for media production costs, which are deferred and charged to expense in the period that the advertisement initially airs. Advertising and media production expense, net of direct funds received from certain vendors, was $60.2 million, $87.2 million, and $105.3 million for fiscal 2011, fiscal 2012 and fiscal 2013, respectively. |
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Income Taxes—Income taxes are accounted for using the asset and liability method to account for deferred income taxes by applying the statutory tax rates in effect at the balance sheet date to temporary differences between the amount of assets and liabilities for financial and tax reporting purposes that will reverse in subsequent years. The effect on deferred tax assets and liabilities from a change in the tax rate is recognized in the statement of operations in the period that the change is effective. |
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Tax positions are reviewed at least quarterly and adjusted as new information becomes available. The recoverability of deferred tax assets is evaluated by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. These estimates of future taxable income inherently require significant judgment. To the extent it is considered more likely than not that a deferred tax asset will not be recovered, a valuation allowance is established. |
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The Company accounts for its total liability for uncertain tax positions according to the provisions of ASC section 740-10-25. The amount of income taxes the Company pays is subject to ongoing audits by federal and state tax authorities. Reserves are provided for potential exposures when it is considered more-likely-than-not that a taxing authority may take a sustainable position on a matter contrary to the Company's position. The Company evaluates these reserves, including interest thereon, on a periodic basis to ensure that they have been appropriately adjusted for events, including audit settlements that may impact the ultimate payment for such exposure. To the extent that the Company's assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. The Company reports tax-related interest and penalties as a component of income tax expense. (See Note 6 for further discussion.) |
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Stock-Based Compensation—The Company measures compensation cost with respect to equity instruments granted as stock-based payments to employees based upon the estimated fair value of the equity instruments at the date of the grant. The cost as measured is recognized as expense over the period during which an employee is required to provide services in exchange for the award, or to their eligible retirement date, if earlier. The benefit of tax deductions in excess of recognized compensation expense, if any, is reported as a financing cash flow in the Statement of Cash Flows. |
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The Company follows the SEC's Staff Accounting Bulletin No. 107 "Share-Based Payment" ("SAB 107"), as amended by Staff Accounting Bulletin No. 110 ("SAB 110"), which provides supplemental application guidance based on the views of the SEC. The Company estimates the expected term that its stock options will remain outstanding using the simplified method as permitted by SAB 107 and SAB 110 because it has insufficient historical exercise data to provide a reasonable basis upon which to estimate the expected terms of its stock options. |
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Cash and Cash Equivalents—Cash and cash equivalents include cash and highly liquid investments that are readily convertible into cash within three months or less when purchased. In addition, cash equivalents include sales proceeds in the course of settlement from credit card merchant service providers, which typically convert to cash within three days of the sales transaction. |
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Accounts Receivable—Accounts receivable are recorded net of an allowance for expected losses. |
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The Company offers financing to customers by utilizing the services of independent, third party finance and lease-to-own companies (collectively "finance companies") that extend credit directly to the Company's customers with no recourse to the Company for credit related losses. The finance companies have the discretion to establish and revise the credit criteria used in evaluating whether to extend financing to the Company's customers. Accounts receivable include sales proceeds of financed sales, net of related fees, which are in the course of funding by the finance companies. The Company reviews the financial condition of its finance companies and has experienced no losses on the collection of accounts receivable resulting from the financial condition of the finance companies. The Company's experience in submitting certain information to the finance companies required to receive timely funding of financed sales is also considered in determining the potential loss on the collection of accounts receivable. Accounts receivable from finance companies are recorded net of an allowance for expected losses of approximately $0.3 million and $1.1 million as of January 29, 2013 and January 28, 2014, respectively. The remaining receivables are periodically evaluated for collectability and an allowance is established based on historical collection trends and write-off history as appropriate. |
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Accounts receivable consists of the following (in thousands): |
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| | January 29, | | January 28, | | | | | | | | | | |
2013 | 2014 | | | | | | | | | |
Vendor incentives | | $ | 14,421 | | $ | 9,749 | | | | | | | | | | |
Finance companies | | | 7,522 | | | 7,760 | | | | | | | | | | |
Tenant improvement allowances | | | 1,665 | | | 1,985 | | | | | | | | | | |
Franchisees and other | | | 2,638 | | | 1,318 | | | | | | | | | | |
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| | $ | 26,246 | | $ | 20,812 | | | | | | | | | | |
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Inventories—The Company's inventories consist of finished goods inventories of mattresses and other products, including finished goods that are for showroom display in the Company's stores. Inventories consist primarily of the purchase price paid to vendors, as adjusted to include the effect of vendor incentives that are generally based on a percentage of the cost of purchased merchandise. The Company does not purchase or hold inventories on behalf of franchisees. |
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The Company is in the process of implementing a new computer system that provides sales tracking, inventory management, financial reporting and warehouse management capabilities ("new ERP system") to enhance functionality and to support the Company's growth strategy. The new ERP system utilizes the weighted average cost flow method for determining inventory cost ("Weighted Average") and, as the new ERP system is rolled out across the Company's markets, will replace the First-In, First-Out cost flow method ("FIFO") utilized by our legacy system. The Weighted Average and FIFO methods are both allowable under U.S. GAAP. The Financial Accounting Standards Board ("FASB") has issued guidance that when there are two allowable alternative accounting principles, a company must determine which one is preferable. The adoption of the Weighted Average method is considered preferable by the Company due to the fact that it aligns with the functionality of the new ERP system. The Company also considered other factors that support preferability of the Weighted Average method, including closer alignment with the physical flow of the Company's inventories and prevalence among industry peers. Consistent with FASB requirements, if a change in accounting principle is determined to be preferable, the change shall be reported through retrospective application to the financial statements of all prior periods, unless the effects are not material. The Company determined that the effects of adopting the Weighted Average method are not material to its financial statements. This determination is supported by certain inherent characteristics of the Company's business, including the ability to hold low inventories relative to sales levels, continuous product replenishment, the relatively short life cycles of most mattress products and the infrequency of vendor price changes during the life cycle of the majority of products that are carried. Therefore, the change in accounting principle has not been retrospectively applied to prior periods. |
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Property and Equipment—Property and equipment are stated at cost less accumulated depreciation. Improvements to leased property are amortized over the shorter of their estimated useful lives or lease periods (including expected renewal periods). Repairs and maintenance are expensed as incurred. Expenditures which extend asset useful lives are capitalized. Property and equipment acquired in acquisitions is valued at fair value consistent with acquisition accounting (Note 2). |
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Depreciation of property and equipment, other than improvements to leased property, is provided on the straight-line method at rates based on the estimated useful lives of individual assets or classes of assets as follows: |
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Buildings | | | 30 | | | | | | | | | | | | | |
Equipment, computers and software | | | 3 - 5 | | | | | | | | | | | | | |
Furniture and fixtures | | | 7 | | | | | | | | | | | | | |
Store signs | | | 7 | | | | | | | | | | | | | |
Vehicles | | | 5 | | | | | | | | | | | | | |
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The Company capitalizes costs of software developed or purchased for internal use in accordance with ASC 350-40 "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use". Once the capitalization criteria have been met, external direct costs of materials and services used in development of internal-use software, payroll and payroll related costs for employees directly involved in the development of internal-use software and interest costs incurred when developing software for internal use are capitalized. These capitalized costs are amortized over the useful life of the software on a straight-line basis. |
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The cost and accumulated depreciation of assets sold or otherwise disposed of are removed from the accounts and any gain or loss thereon is included in the results of operations. |
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The Company considers future asset retirement obligations, if such obligations can be reasonably estimated, at the time an asset is acquired or constructed with a corresponding increase in the cost basis of the asset. The Company generally has minimal conditional obligations with respect to the termination and abandonment of leased locations and the estimated fair value of such obligations is immaterial for the fiscal years ended January 29, 2013 and January 28, 2014. |
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The Company reviews long-lived assets for impairment when events or changes in circumstances indicate the carrying value of these assets may exceed their current fair values. The investments in store leasehold costs and related equipment represent the Company's most significant long-lived assets. The Company evaluates store-level results to determine whether projected future cash flows over the remaining lease terms are sufficient to recover the carrying value of the fixed asset investment in each individual store. If projected future cash flows are less than the carrying value of the fixed asset investment, an impairment charge is recognized to the extent that the fair value, as determined by discounted cash flows or appraisals, is less than the carrying value of such assets. The carrying value of leasehold improvements as well as certain other property and equipment are subject to impairment write-downs as a result of such evaluation. After an impairment loss is recognized, the adjusted carrying amount of the asset group establishes the new accounting basis. As further described in Note 3, the Company has recognized impairment losses during fiscal 2011, fiscal 2012 and fiscal 2013. |
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Goodwill and Intangible Assets—Assets acquired and liabilities assumed in a business acquisition are recorded at fair value on the date of the acquisition. Purchase consideration in excess of the aggregate fair value of acquired net assets is allocated to identifiable intangible assets, to the extent of their fair value, and any remaining excess purchase consideration is allocated to goodwill. The total amount of goodwill arising from an acquisition may be assigned to one or more of the Company's "reporting units." |
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A reporting unit is defined as an operating segment or one level below an operating segment, a component. As further discussed in the section "Reportable Segments", the Company's operating segments consist of company-operated store regions, e-commerce, multi-channel sales and the franchise business. Territory unit components comprise each of the company-operated store regions and, since all territory units possess similar economic characteristics, are aggregated within each region to determine a reportable unit. The e-commerce, multi-channel sales and franchise operating segments have no lower level components and each of these operating segments is a reporting unit. The method of assigning goodwill to reporting units is applied in a consistent manner and may involve estimates and assumptions. |
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Goodwill is not amortized but is tested annually for impairment at the reporting unit level by comparing the fair value of the reporting units to their respective carrying amounts, including goodwill, as of the end of each fiscal year or when events and circumstances indicate that the carrying value of these assets may exceed their current fair values. All of the carrying value of goodwill has been assigned to the Region and e-commerce reporting units for impairment testing purposes. The Company establishes fair value for the purpose of impairment testing by considering the income and market approaches to fair value. The income approach provides an estimated fair value based on the Company's anticipated cash flows that are discounted using a weighted average cost of capital rate based on comparable industry average rates. The market approach provides an estimated fair value based on market multiples applied to the Company's historical operating results. If the carrying value of a reporting unit exceeds fair value, the fair value of goodwill is compared to the respective carrying value and an impairment loss is recognized in the amount of the excess. The Company recognized no goodwill impairment losses during fiscal 2011, fiscal 2012 and fiscal 2013. |
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The impairment test for indefinite lived intangible assets consists of a comparison of the fair value of the asset against its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. After an impairment loss is recognized, the adjusted carrying amount of the asset establishes the new accounting basis. The Company determines the fair value of intangible trade names by utilizing the "relief from royalty method", a specific discounted cash flow approach that estimates value by royalties saved from owning the respective name rather than having to license it from another party. |
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Debt Issue Costs and Other Assets—Significant components of other assets include debt issue costs, lease deposits and other assets. Debt issue costs are amortized to interest expense over the term of the related debt instruments, and other assets are amortized over their estimated useful lives. Debt issue costs and other assets net of accumulated amortization were $12.0 million and $12.5 million as of January 29, 2013 and January 28, 2014, respectively. Accumulated amortization on debt issue costs and other assets was $11.6 million and $12.1 million as of January 29, 2013 and January 28, 2014, respectively. |
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Deferred Lease Liabilities—Rent expense is recognized on a straight-line basis over the lease term (including expected renewal periods), after consideration of rent escalations, rent holidays and up-front payments or rent allowances provided by landlords as incentives to enter into lease agreements. The start of the lease term for the purposes of the calculation is the earlier of the lease commencement date or the date the Company takes possession of the property. A deferred lease liability is recognized for the cumulative difference between rental payments and straight-line rent expense. Deferred lease liabilities are a component of other noncurrent liabilities. |
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Reportable Segments—The Company's operations consist primarily of the retail sale of mattresses and bedding-related products in various metropolitan areas in the United States through company-operated and franchisee-operated mattress specialty stores that operate primarily under the Mattress Firm name. The Company manages its company-operated stores on a geographic basis. The Company also generates sales through its e-commerce website and special events business primarily to customers who reside in the metropolitan areas in which company-operated stores are located. |
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During fiscal 2013, in response to the growth in sales, store units and metropolitan areas in which the Company operates, the Company revised the geographic management structure of its company-operated stores to add hierarchical layers, which broadened management's control over the business and re-aligned the internal reporting structure to reflect the geographic territories used by management to review, evaluate and operate the expanded business efficiently. As a result, the determination of an operating segment, as it relates to company-owned stores, was revised from a "metropolitan market" to a "region", with each region defined as the aggregation of each geographic "territory" within the region, and each territory defined as the aggregation of the metropolitan markets within the territory. As now reflected by the geographic management structure, the Company's chief operating decision maker reviews the results of operations and makes decisions regarding the allocation of resources at the regional level. |
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A reportable segment is an operating segment or an aggregation of two or more operating segments that contain similar economic characteristics. After giving effect to the geographic management structure discussed in the preceding paragraph, the Company's nine operating segments consisting of six company-operated store regions, the e-commerce website, multi-channel sales and the franchise business. The company-operated store regions, e-commerce website and special events business segments are aggregated into a single reportable segment ("retail segment") as a result of the similar nature of the products sold and other similar economic characteristics that are expected to continue into future periods. Furthermore, the Company generates franchise fees and royalty income from the operation of franchisee-operated Mattress Firm stores in metropolitan markets in which the Company does not operate. Franchise operations are a separate reportable segment, for which the results of operations, as viewed by management, are fully represented by the franchise fees and royalty income reported on the face of the statements of operations because costs associated with the franchise business are not distinguished from other cost data viewed by management. The Company's assets are used primarily in the operation of its retail segment and the assets directly attributable to the franchise operations are not separately disclosed because they are not material. |
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