Description of Business and Basis of Presentation | Description of Business and Basis of Presentation Business Description Express, Inc., together with its subsidiaries (“Express” or the “Company”), is a specialty retailer of women’s and men’s apparel and accessories, targeting the 20 to 30 year old customer. Express merchandise is sold through retail and factory outlet stores and the Company’s e-commerce website, www.express.com, as well as its mobile app. As of May 5, 2018 , Express operated 485 primarily mall-based retail stores in the United States and Puerto Rico as well as 146 factory outlet stores. Additionally, as of May 5, 2018 , the Company earned revenue from 16 franchise stores in Latin America. These franchise stores are operated by franchisees pursuant to franchise agreements. Under the franchise agreements, the franchisees operate stand-alone Express stores that sell Express-branded apparel and accessories purchased directly from the Company. On May 4, 2017, Express announced its intention to exit the Canadian market and Express Fashion Apparel Canada Inc. and one of its wholly-owned subsidiaries filed for protection in Canada under the Companies’ Creditors Arrangement Act (CCAA) with the Ontario Superior Court of Justice in Toronto. As of May 4, 2017, Canadian retail operations were deconsolidated from the Company’s financial statements. Canadian financial results prior to May 4, 2017 are included in the Company’s consolidated financial statements. See Note 12 for additional information. Fiscal Year The Company’s fiscal year ends on the Saturday closest to January 31. Fiscal years are referred to by the calendar year in which the fiscal year commences. References herein to “ 2018 ” and “ 2017 ” represent the 52-week period ended February 2, 2019 and the 53-week period ended February 3, 2018 , respectively. All references herein to “the first quarter of 2018 “ and “the first quarter of 2017 “ represent the thirteen weeks ended May 5, 2018 and April 29, 2017 , respectively. Basis of Presentation The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and therefore do not include all of the information or footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited Consolidated Financial Statements reflect all adjustments (which are of a normal recurring nature) necessary to state fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for 2018 . Therefore, these statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto for the year ended February 3, 2018 , included in the Company’s Annual Report on Form 10-K, filed with the SEC on April 4, 2018 . Principles of Consolidation The unaudited Consolidated Financial Statements include the accounts of Express, Inc. and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Segment Reporting The Company defines an operating segment on the same basis that it uses to evaluate performance internally. The Company has determined that, together, its President and Chief Executive Officer and its Chief Operating Officer are the Chief Operating Decision Maker, and that there is one operating segment. Therefore, the Company reports results as a single segment, which includes the operation of its Express brick-and-mortar retail and outlet stores, e-commerce operations, and franchise operations. Use of Estimates in the Preparation of Financial Statements 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 at the date of the unaudited Consolidated Financial Statements and the reported amounts of revenue and expense during the reporting period, as well as the related disclosure of contingent assets and liabilities as of the date of the unaudited Consolidated Financial Statements. Actual results may differ from those estimates. The Company revises its estimates and assumptions as new information becomes available. Recently Issued Accounting Pronouncements - Adopted In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASC 606”). ASC 606 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)”, and requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The Company adopted ASC 606 in the first quarter of fiscal 2018 under the full retrospective method, which required the adjustment of each prior period presented. The primary impact of ASC 606 relates to the accounting for points earned under the Company’s customer loyalty program, the timing of revenue recognition for e-commerce sales, and the classification on the income statement of funds received and certain costs incurred related to our private label credit card program. Upon the adoption of ASC 606, the Company recognized a cumulative effect of a change in accounting principle through a reduction to retained earnings on January 31, 2016, the first day of fiscal 2016, in the amount of $6.1 million . The impact of the adoption of ASC 606 on previously issued financial statements included in this report are as follows: CONSOLIDATED BALANCE SHEET (unaudited, in thousands except per share amounts) February 3, 2018 ASSETS As Reported Adjustments for adoption of ASC 606 As Adjusted CURRENT ASSETS: Cash and cash equivalents $ 236,222 $ — $ 236,222 Receivables, net 12,084 — 12,084 Inventories 266,271 (5,543 ) 260,728 Prepaid minimum rent 30,779 — 30,779 Other 19,780 4,539 24,319 Total current assets 565,136 (1,004 ) 564,132 PROPERTY AND EQUIPMENT 1,047,447 — 1,047,447 Less: accumulated depreciation (642,434 ) — (642,434 ) Property and equipment, net 405,013 — 405,013 TRADENAME/DOMAIN NAMES/TRADEMARKS 197,618 — 197,618 DEFERRED TAX ASSETS 7,025 321 7,346 OTHER ASSETS 12,815 — 12,815 Total assets $ 1,187,607 $ (683 ) $ 1,186,924 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable $ 145,589 $ — $ 145,589 Deferred revenue 28,920 12,320 41,240 Accrued expenses 116,355 (5,792 ) 110,563 Total current liabilities 290,864 6,528 297,392 DEFERRED LEASE CREDITS 137,618 — 137,618 OTHER LONG-TERM LIABILITIES 105,125 (1,525 ) 103,600 Total liabilities 533,607 5,003 538,610 STOCKHOLDERS’ EQUITY: Common stock – $0.01 par value; 500,000 shares authorized; 93,501 shares and 92,647 shares issued at May 5, 2018 and February 3, 2018, respectively, and 75,059 shares and 76,724 shares outstanding at May 5, 2018 and February 3, 2018, respectively 926 — 926 Additional paid-in capital 199,099 — 199,099 Accumulated other comprehensive loss — — — Retained earnings 710,081 (5,686 ) 704,395 Treasury stock – at average cost; 18,442 shares and 15,923 shares at May 5, 2018 and February 3, 2018, respectively (256,106 ) — (256,106 ) Total stockholders’ equity 654,000 (5,686 ) 648,314 Total liabilities and stockholders’ equity $ 1,187,607 $ (683 ) $ 1,186,924 CONSOLIDATED STATEMENTS OF INCOME Thirteen Weeks Ended April 29, 2017 (unaudited, in thousands, except per share amounts) As Reported Adjustments for adoption of ASC 606 As Adjusted NET SALES $ 467,029 $ 7,163 $ 474,192 COST OF GOODS SOLD, BUYING AND OCCUPANCY COSTS 340,031 1,880 341,911 Gross profit 126,998 5,283 132,281 OPERATING EXPENSES: Selling, general and administrative expenses 130,072 2,267 132,339 Restructuring costs 6,271 — 6,271 Other operating expense, net 401 — 401 Total operating expenses 136,744 2,267 139,011 OPERATING INCOME (9,746 ) 3,016 (6,730 ) INTEREST EXPENSE, NET 797 — 797 INTEREST INCOME OTHER INCOME, NET (12 ) — (12 ) (LOSS) INCOME BEFORE INCOME TAXES (10,531 ) 3,016 (7,515 ) INCOME TAX (BENEFIT) EXPENSE (6,000 ) 1,153 (4,847 ) NET INCOME (LOSS) $ (4,531 ) $ 1,863 $ (2,668 ) EARNINGS PER SHARE: Basic $ (0.06 ) $ 0.02 $ (0.03 ) Diluted $ (0.06 ) $ 0.02 $ (0.03 ) CONSOLIDATED STATEMENT OF CASH FLOWS Thirteen Weeks Ended April 29, 2017 (unaudited, in thousands) As Reported Adjustments for adoption of ASC 606 As Adjusted CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss)/income $ (4,531 ) $ 1,863 $ (2,668 ) Adjustments to reconcile net (loss)/income to net cash provided by operating activities: Depreciation and amortization 22,893 $ — 22,893 Loss on disposal of property and equipment 403 $ — 403 Impairment charge 5,512 $ — 5,512 Share-based compensation 4,018 $ — 4,018 Deferred taxes 1,133 $ 1,153 2,286 Landlord allowance amortization (3,126 ) $ — (3,126 ) Changes in operating assets and liabilities: Receivables, net (442 ) $ — (442 ) Inventories (46,220 ) $ 2,448 (43,772 ) Accounts payable, deferred revenue, and accrued expenses 20,635 $ (3,211 ) 17,424 Other assets and liabilities 676 $ (2,253 ) (1,577 ) Net cash provided by operating activities 951 — 951 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (14,623 ) $ — (14,623 ) Net cash used in investing activities (14,623 ) — (14,623 ) CASH FLOWS FROM FINANCING ACTIVITIES: Payments on lease financing obligations (414 ) $ — (414 ) Repayments of financing arrangements (303 ) $ — (303 ) Repurchase of common stock for tax withholding obligations (1,534 ) $ — (1,534 ) Net cash used in financing activities (2,251 ) — (2,251 ) EFFECT OF EXCHANGE RATE ON CASH (458 ) $ — (458 ) NET DECREASE IN CASH AND CASH EQUIVALENTS (16,381 ) — (16,381 ) CASH AND CASH EQUIVALENTS, Beginning of period 207,373 $ — 207,373 CASH AND CASH EQUIVALENTS, End of period $ 190,992 $ — $ 190,992 Recently Issued Accounting Pronouncements - Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” ASU 2016-02 requires entities to recognize lease assets and lease liabilities on the balance sheet and to disclose key information about leasing arrangements. Under ASU 2016-02, a lessee should recognize a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term on its balance sheet. The new standard is effective for annual and interim periods beginning after December 15, 2018. ASU 2016-02 mandates a modified retrospective transition method with early adoption permitted. The Company continues to evaluate the impact that adopting ASU 2016-02 will have on its consolidated financial statements, but the most significant impact will be to increase assets and liabilities on the consolidated balance sheet by the present value of the Company’s leasing obligations, which are primarily related to store leases, as well as additional disclosures required. |