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 leading fashion destination and apparel brand for both women and men. Since 1980, Express has provided the latest apparel and accessories for work, casual, jeanswear, and going-out, offering a distinct combination of fashion and quality at an attractive value. The Company operates more than 600 retail and factory outlet stores in the United States and Puerto Rico, as well as a best-in-class shopping experience through its website and mobile app. As of November 3, 2018 , Express operated 453 primarily mall-based retail stores in the United States and Puerto Rico as well as 181 factory outlet stores. Additionally, as of November 3, 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 third quarter of 2018 “ and “the third quarter of 2017 “ represent the thirteen weeks ended November 3, 2018 and October 28, 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 October 28, 2017 (unaudited, in thousands, except per share amounts) As Reported Adjustments for adoption of ASC 606 As Adjusted NET SALES $ 498,651 $ 4,768 $ 503,419 COST OF GOODS SOLD, BUYING AND OCCUPANCY COSTS 349,850 2,377 352,227 Gross profit 148,801 2,391 151,192 OPERATING EXPENSES: Selling, general and administrative expenses 137,721 2,772 140,493 Restructuring costs 258 — 258 Other operating income, net (341 ) — (341 ) Total operating expenses 137,638 2,772 140,410 OPERATING INCOME/(LOSS) 11,163 (381 ) 10,782 INTEREST EXPENSE, NET 577 — 577 OTHER INCOME, NET — — — INCOME/(LOSS) BEFORE INCOME TAXES 10,586 (381 ) 10,205 INCOME TAX (BENEFIT) EXPENSE 4,316 (142 ) 4,174 NET INCOME/(LOSS) $ 6,270 $ (239 ) $ 6,031 EARNINGS PER SHARE: Basic $ 0.08 $ — $ 0.08 Diluted $ 0.08 $ — $ 0.08 CONSOLIDATED STATEMENTS OF INCOME Thirty-Nine Weeks Ended October 28, 2017 (unaudited, in thousands, except per share amounts) As Reported Adjustments for adoption of ASC 606 As Adjusted NET SALES $ 1,444,216 $ 14,604 $ 1,458,820 COST OF GOODS SOLD, BUYING AND OCCUPANCY COSTS 1,036,947 4,643 1,041,590 Gross profit 407,269 9,961 417,230 OPERATING EXPENSES: Selling, general and administrative expenses 399,529 7,472 407,001 Restructuring costs 22,869 — 22,869 Other operating expense, net (664 ) — (664 ) Total operating expenses 421,734 7,472 429,206 OPERATING INCOME/(LOSS) (14,465 ) 2,489 (11,976 ) INTEREST EXPENSE, NET 2,070 — 2,070 OTHER INCOME, NET (537 ) — (537 ) INCOME/(LOSS) BEFORE INCOME TAXES (15,998 ) 2,489 (13,509 ) INCOME TAX (BENEFIT) EXPENSE (5,935 ) 954 (4,981 ) NET INCOME/(LOSS) $ (10,063 ) $ 1,535 $ (8,528 ) EARNINGS PER SHARE: Basic $ (0.13 ) $ 0.02 $ (0.11 ) Diluted $ (0.13 ) $ 0.02 $ (0.11 ) CONSOLIDATED STATEMENT OF CASH FLOWS Thirty-Nine Weeks Ended October 28, 2017 (unaudited, in thousands) As Reported Adjustments for adoption of ASC 606 As Adjusted CASH FLOWS FROM OPERATING ACTIVITIES: Net income/(loss) $ (10,063 ) $ 1,535 $ (8,528 ) Adjustments to reconcile net income/(loss) to net cash provided by operating activities: Depreciation and amortization 67,852 — 67,852 Loss on disposal of property and equipment 1,323 — 1,323 Impairment charge 5,479 — 5,479 Loss on deconsolidation of Canada 10,672 — 10,672 Share-based compensation 11,110 — 11,110 Deferred taxes 1,210 954 2,164 Landlord allowance amortization (9,779 ) — (9,779 ) Other non-cash adjustments (500 ) — (500 ) Changes in operating assets and liabilities: Receivables, net (660 ) — (660 ) Inventories (105,379 ) 863 (104,516 ) Accounts payable, deferred revenue, and accrued expenses 61,797 (2,796 ) 59,001 Other assets and liabilities 14,612 (556 ) 14,056 Net cash provided by operating activities 47,674 — 47,674 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (42,207 ) — (42,207 ) Decrease in cash and cash equivalents resulting from deconsolidation of Canada (9,232 ) — (9,232 ) Net cash used in investing activities (51,439 ) — (51,439 ) CASH FLOWS FROM FINANCING ACTIVITIES: Payments on lease financing obligations (1,262 ) — (1,262 ) Repayments of financing arrangements (2,040 ) — (2,040 ) Repurchase of common stock under share repurchase program — — — Repurchase of common stock for tax withholding obligations (1,574 ) — (1,574 ) Net cash used in financing activities (4,876 ) — (4,876 ) EFFECT OF EXCHANGE RATE ON CASH (438 ) — (438 ) NET DECREASE IN CASH AND CASH EQUIVALENTS (9,079 ) — (9,079 ) CASH AND CASH EQUIVALENTS, Beginning of period 207,373 — 207,373 CASH AND CASH EQUIVALENTS, End of period $ 198,294 $ — $ 198,294 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 finalizing its review of lease agreements, including system requirements. 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. This will have a material impact on both Total assets and Total liabilities. The Company also continues to evaluate the potential impact on the Consolidated Statements of Income and Comprehensive Income of the standard as a whole and more specifically as it relates to the available practical expedients. |