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 August 4, 2018 , Express operated 455 primarily mall-based retail stores in the United States and Puerto Rico as well as 176 factory outlet stores. Additionally, as of August 4, 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 second quarter of 2018 “ and “the second quarter of 2017 “ represent the thirteen weeks ended August 4, 2018 and July 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 926 — 926 Additional paid-in capital 199,099 — 199,099 Retained earnings 710,081 (5,686 ) 704,395 Treasury stock (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 July 29, 2017 (unaudited, in thousands, except per share amounts) As Reported Adjustments for adoption of ASC 606 As Adjusted NET SALES $ 478,536 $ 2,673 $ 481,209 COST OF GOODS SOLD, BUYING AND OCCUPANCY COSTS 347,066 386 347,452 Gross profit 131,470 2,287 133,757 OPERATING EXPENSES: Selling, general and administrative expenses 131,736 2,433 134,169 Restructuring costs 16,340 — 16,340 Other operating expense, net (724 ) — (724 ) Total operating expenses 147,352 2,433 149,785 OPERATING INCOME (15,882 ) (146 ) (16,028 ) INTEREST EXPENSE, NET 696 — 696 INTEREST INCOME OTHER INCOME, NET (525 ) — (525 ) (LOSS) INCOME BEFORE INCOME TAXES (16,053 ) (146 ) (16,199 ) INCOME TAX (BENEFIT) EXPENSE (4,251 ) (57 ) (4,308 ) NET INCOME (LOSS) $ (11,802 ) $ (89 ) $ (11,891 ) EARNINGS PER SHARE: Basic $ (0.15 ) $ — $ (0.15 ) Diluted $ (0.15 ) $ — $ (0.15 ) CONSOLIDATED STATEMENTS OF INCOME Twenty-Six Weeks Ended July 29, 2017 (unaudited, in thousands, except per share amounts) As Reported Adjustments for adoption of ASC 606 As Adjusted NET SALES $ 945,565 $ 9,836 $ 955,401 COST OF GOODS SOLD, BUYING AND OCCUPANCY COSTS 687,097 2,266 689,363 Gross profit 258,468 7,570 266,038 OPERATING EXPENSES: Selling, general and administrative expenses 261,808 4,700 266,508 Restructuring costs 22,611 — 22,611 Other operating expense, net (323 ) — (323 ) Total operating expenses 284,096 4,700 288,796 OPERATING INCOME (25,628 ) 2,870 (22,758 ) INTEREST EXPENSE, NET 1,493 — 1,493 INTEREST INCOME OTHER INCOME, NET (537 ) — (537 ) (LOSS) INCOME BEFORE INCOME TAXES (26,584 ) 2,870 (23,714 ) INCOME TAX (BENEFIT) EXPENSE (10,251 ) 1,096 (9,155 ) NET INCOME (LOSS) $ (16,333 ) $ 1,774 $ (14,559 ) EARNINGS PER SHARE: Basic $ (0.21 ) $ 0.02 $ (0.19 ) Diluted $ (0.21 ) $ 0.02 $ (0.19 ) CONSOLIDATED STATEMENT OF CASH FLOWS Twenty-Six Weeks Ended July 29, 2017 (unaudited, in thousands) As Reported Adjustments for adoption of ASC 606 As Adjusted CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss)/income $ (16,333 ) $ 1,774 $ (14,559 ) Adjustments to reconcile net (loss)/income to net cash provided by operating activities: Depreciation and amortization 45,258 — 45,258 Loss on disposal of property and equipment 1,256 — 1,256 Impairment charge 5,479 — 5,479 Loss on deconsolidation of Canada 10,672 — 10,672 Share-based compensation 7,460 — 7,460 Deferred taxes 1,168 1,096 2,264 Landlord allowance amortization (6,537 ) — (6,537 ) Other non-cash adjustments (500 ) — (500 ) Changes in operating assets and liabilities: Receivables, net 415 — 415 Inventories (23,905 ) 356 (23,549 ) Accounts payable, deferred revenue, and accrued expenses (5,178 ) (3,382 ) (8,560 ) Other assets and liabilities (9,054 ) 156 (8,898 ) Net cash provided by operating activities 10,201 — 10,201 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (30,154 ) — (30,154 ) Decrease in cash and cash equivalents resulting from deconsolidation of Canada (9,232 ) — (9,232 ) Net cash used in investing activities (39,386 ) — (39,386 ) CASH FLOWS FROM FINANCING ACTIVITIES: Payments on lease financing obligations (835 ) — (835 ) Repayments of financing arrangements (2,040 ) — (2,040 ) Repurchase of common stock under share repurchase program — — — Repurchase of common stock for tax withholding obligations (1,562 ) — (1,562 ) Net cash used in financing activities (4,437 ) — (4,437 ) EFFECT OF EXCHANGE RATE ON CASH (437 ) — (437 ) NET DECREASE IN CASH AND CASH EQUIVALENTS (34,059 ) — (34,059 ) CASH AND CASH EQUIVALENTS, Beginning of period 207,373 — 207,373 CASH AND CASH EQUIVALENTS, End of period $ 173,314 $ — $ 173,314 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. In July 2018, the FASB issued ASU 2018-11, “Leases: Targeted Improvements,” as an amendment to ASU 2016-02, which provides entities with an additional transition method to recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company will adopt the new leasing standard in the first quarter of 2019 and is in the process of assessing its policies and procedures in conjunction with its review of lease agreements to support recognition and disclosure upon adoption. While the Company continues to assess all potential impacts of the standard, the Company currently believes the most significant impact relates to recording lease assets and related liabilities on the Consolidated Balance sheets. The Company also continues to evaluate the potential impact on the Consolidated Statements of Income of the standard as a whole and more specifically as it relates to the available practical expedients. |