Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
May 02, 2020 | Jun. 15, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | May 2, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | TILLY'S, INC. | |
Entity Central Index Key | 0001524025 | |
Current Fiscal Year End Date | --02-01 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Class A common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 22,413,589 | |
Common Stock (Class B) | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,366,108 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | May 02, 2020 | Feb. 01, 2020 | May 04, 2019 |
Current assets: | |||
Cash and cash equivalents | $ 65,133 | $ 70,137 | $ 33,864 |
Marketable securities | 45,981 | 69,780 | 75,953 |
Receivables | 13,421 | 7,485 | 6,288 |
Merchandise inventories | 67,650 | 56,901 | 58,963 |
Prepaid expenses and other current assets | 2,092 | 4,561 | 5,294 |
Total current assets | 194,277 | 208,864 | 180,362 |
Operating lease assets | 252,554 | 263,649 | 244,139 |
Property and equipment, net | 61,941 | 66,176 | 70,608 |
Other assets | 7,422 | 7,951 | 2,176 |
Total assets | 516,194 | 546,640 | 497,285 |
Current liabilities: | |||
Accounts payable | 24,837 | 20,562 | 23,479 |
Accrued expenses | 13,591 | 20,755 | 17,044 |
Line of credit | 23,675 | 0 | 0 |
Deferred revenue | 10,719 | 11,761 | 9,105 |
Accrued compensation and benefits | 5,098 | 7,190 | 7,019 |
Dividends payable | 0 | 29,677 | 0 |
Current portion of operating lease liabilities | 65,595 | 55,321 | 52,600 |
Total current liabilities | 143,515 | 145,266 | 109,247 |
Noncurrent operating lease liabilities | 229,127 | 240,755 | 222,086 |
Other | 558 | 718 | 1,422 |
Total liabilities | 373,200 | 386,739 | 332,755 |
Commitments and contingencies (Notes 2 and 5) | |||
Stockholders’ equity: | |||
Preferred stock, $0.001 par value; 10,000 shares authorized; no shares issued or outstanding | 0 | 0 | 0 |
Additional paid-in capital | 153,878 | 153,377 | 150,331 |
(Accumulated deficit) Retained earnings | (11,115) | 6,280 | 14,012 |
Accumulated other comprehensive income | 201 | 214 | 157 |
Total stockholders’ equity | 142,994 | 159,901 | 164,530 |
Total liabilities and stockholders’ equity | 516,194 | 546,640 | 497,285 |
Common stock (Class A), $0.001 par value; 100,000 shares authorized; 22,363, 22,323 and 21,816 shares issued and outstanding, respectively | |||
Stockholders’ equity: | |||
Common stock | 22 | 22 | 22 |
Common stock (Class B), $0.001 par value; 35,000 shares authorized; 7,366, 7,406 and 7,706 shares issued and outstanding, respectively | |||
Stockholders’ equity: | |||
Common stock | $ 8 | $ 8 | $ 8 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | May 02, 2020 | Feb. 01, 2020 | May 04, 2019 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 |
Common stock (Class A), $0.001 par value; 100,000 shares authorized; 22,363, 22,323 and 21,816 shares issued and outstanding, respectively | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 21,536,000 | 14,927,000 | 14,357,000 |
Common stock, shares outstanding (in shares) | 21,536,000 | 14,927,000 | 14,357,000 |
Common stock (Class B), $0.001 par value; 35,000 shares authorized; 7,366, 7,406 and 7,706 shares issued and outstanding, respectively | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 35,000,000 | 35,000,000 | 35,000,000 |
Common stock, shares issued (in shares) | 7,944,000 | 14,188,000 | 14,488,000 |
Common stock, shares outstanding (in shares) | 7,944,000 | 14,188,000 | 14,488,000 |
Consolidated Statements of (Los
Consolidated Statements of (Loss) Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
May 02, 2020 | May 04, 2019 | |
Revenues | $ 77,289 | $ 130,303 |
Cost of goods sold (includes buying, distribution, and occupancy costs) | 75,695 | 94,619 |
Gross profit | 1,594 | 35,684 |
Selling, general and administrative expenses | 29,995 | 35,538 |
Operating (loss) income | (28,401) | 146 |
Other income, net | 409 | 829 |
(Loss) Income before income taxes | (27,992) | 975 |
Income tax (benefit) expense | (10,597) | 298 |
Net (loss) income | $ (17,395) | $ 677 |
Weighted average basic shares outstanding (in shares) | 29,677 | 29,469 |
Weighted average diluted shares outstanding (in shares) | 29,677 | 29,808 |
Class A and Class B common stock | ||
Basic earnings per share of Class A and Class B common stock (in dollars per share) | $ (0.59) | $ 0.02 |
Diluted earnings per share of Class A and Class B common stock (in dollars per share) | $ (0.59) | $ 0.02 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
May 02, 2020 | May 04, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net (loss) income | $ (17,395) | $ 677 |
Other comprehensive loss, net of tax: | ||
Net change in unrealized loss on available-for-sale securities, net of tax | (13) | (69) |
Other comprehensive loss, net of tax | (13) | (69) |
Comprehensive (loss) income | $ (17,408) | $ 608 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income | Common Stock (Class A) | Common Stock (Class B) |
Beginning balance (in shares) at Feb. 02, 2019 | 21,642 | 7,844 | |||||
Beginning balance at Feb. 02, 2019 | $ 163,327 | $ 29 | $ 149,737 | $ 13,335 | $ 226 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | $ 677 | 677 | |||||
Restricted stock (in shares) | 26 | ||||||
Taxes paid in lieu of shares issued (in shares) | (8) | ||||||
Taxes paid in lieu of shares issued for stock-based compensation | $ (85) | (85) | |||||
Shares converted by founders (in shares) | 138 | (138) | |||||
Share-based compensation expense | $ 529 | 529 | |||||
Employee exercises of stock options (in shares) | 18 | ||||||
Exercises of stock options | $ 151 | 1 | 150 | ||||
Net change in unrealized gain on available-for-sale securities | (69) | ||||||
Ending balance (in shares) at May. 04, 2019 | 21,816 | 7,706 | |||||
Ending balance at May. 04, 2019 | 164,530 | 30 | 150,331 | 14,012 | 157 | ||
Beginning balance (in shares) at Feb. 01, 2020 | 22,323 | 7,406 | |||||
Beginning balance at Feb. 01, 2020 | 159,901 | 30 | 153,377 | 6,280 | 214 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | (17,395) | (17,395) | |||||
Shares converted by founders (in shares) | 40 | (40) | |||||
Share-based compensation expense | 501 | 501 | |||||
Net change in unrealized gain on available-for-sale securities | (13) | (13) | |||||
Ending balance (in shares) at May. 02, 2020 | 22,363 | 7,366 | |||||
Ending balance at May. 02, 2020 | $ 142,994 | $ 30 | $ 153,878 | $ (11,115) | $ 201 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
May 02, 2020 | May 04, 2019 | |
Cash flows from operating activities | ||
Net (loss) income | $ (17,395,000) | $ 677,000 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Depreciation and amortization | 5,024,000 | 5,209,000 |
Share-based compensation expense | 501,000 | 529,000 |
Impairment of assets | 333,000 | 0 |
Loss on disposal of assets | 0 | 10,000 |
Gain on sales and maturities of marketable securities | (330,000) | (549,000) |
Deferred income taxes | 591,000 | (130,000) |
Changes in operating assets and liabilities: | ||
Receivables | (5,936,000) | 246,000 |
Merchandise inventories | (10,749,000) | (3,154,000) |
Prepaid expenses and other assets | 2,411,000 | 479,000 |
Accounts payable | 4,661,000 | (895,000) |
Accrued expenses | (5,284,000) | (806,000) |
Deferred revenue | (1,042,000) | (1,268,000) |
Accrued compensation and benefits | (2,092,000) | (1,911,000) |
Operating lease liabilities and deferred rent | 9,741,000 | (715,000) |
Net cash used in operating activities | (19,566,000) | (2,278,000) |
Cash flows from investing activities | ||
Purchase of property and equipment | (3,548,000) | (3,059,000) |
Purchases of marketable securities | (5,996,000) | (34,572,000) |
Maturities of marketable securities | 30,108,000 | 35,000,000 |
Net cash provided by (used in) investing activities | 20,564,000 | (2,631,000) |
Cash flows from financing activities | ||
Line of credit | 23,675,000 | 0 |
Dividends paid | (29,677,000) | (29,453,000) |
Proceeds from exercise of stock options | 0 | 151,000 |
Taxes paid in lieu of shares issued for share-based compensation | 0 | (85,000) |
Net cash used in financing activities | (6,002,000) | (29,387,000) |
Change in cash and cash equivalents | (5,004,000) | (34,296,000) |
Cash and cash equivalents, beginning of period | 70,137,000 | 68,160,000 |
Cash and cash equivalents, end of period | 65,133,000 | 33,864,000 |
Supplemental disclosures of cash flow information | ||
Interest paid | 67,000 | 0 |
Income taxes (refunded) paid | (42,000) | 11,000 |
Supplemental disclosure of non-cash activities | ||
Unpaid purchases of property and equipment | 2,066,000 | 0 |
Leased assets obtained in exchange for new operating lease liabilities | $ 1,896 | $ 281,000 |
Description of the Company and
Description of the Company and Basis of Presentation | 3 Months Ended |
May 02, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Company and Basis of Presentation | Description of the Company and Basis of Presentation Tillys is a leading destination specialty retailer of casual apparel, footwear and accessories for young men, young women, boys and girls with an extensive assortment of iconic global, emerging, and proprietary brands rooted in an active and social lifestyle. Tillys is headquartered in Irvine, California and operated 239 stores, including one RSQ-branded pop-up store, in 33 states as of May 2, 2020 (all of which were temporarily closed to the public beginning March 18, 2020, and through the end of the first quarter of fiscal 2020 in response to the COVID-19 pandemic). Our stores are located in malls, lifestyle centers, ‘power’ centers, community centers, outlet centers and street-front locations. Customers may also shop online, where we feature the same assortment of products as carried in our brick-and-mortar stores, supplemented by additional online-only styles. Our goal is to serve as a destination for the latest, most relevant merchandise and brands important to our customers. The Tillys concept began in 1982, when our co-founders, Hezy Shaked and Tilly Levine, opened their first store in Orange County, California. Since 1984, the business has been conducted through World of Jeans & Tops, a California corporation, or “WOJT”, which operates under the name “Tillys”. In May 2011, Tilly’s, Inc., a Delaware corporation, was formed solely for the purpose of reorganizing the corporate structure of WOJT in preparation for an initial public offering. As part of the initial public offering in May 2012, WOJT became a wholly owned subsidiary of Tilly's, Inc. As used in these Notes to the Consolidated Financial Statements, except where the context otherwise requires or where otherwise indicated, the terms "the Company", "World of Jeans and Tops", "WOJT", "we", "our", "us" and "Tillys" refer to WOJT before our initial public offering, and to Tilly's, Inc. and its subsidiary after our initial public offering. We have prepared the accompanying unaudited consolidated financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial reporting. These unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted from this Quarterly Report on Form 10-Q as is permitted by SEC rules and regulations. In the opinion of management, the accompanying unaudited consolidated financial statements contain all normal and recurring adjustments necessary to present fairly the financial condition, results of operations and cash flows for the interim periods presented. The results of operations for the thirteen week period ended May 2, 2020 are not necessarily indicative of results to be expected for the full fiscal year, especially in light of the uncertainties surrounding the impacts of the COVID-19 pandemic. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended February 1, 2020 ("fiscal 2019"). Fiscal Periods Our fiscal year ends on the Saturday closest to January 31. References to fiscal 2020 refer to the fiscal year ending January 30, 2021. References to the fiscal quarters or three months ended May 2, 2020 and May 4, 2019 refer to the thirteen week period ended as of those dates, respectively. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
May 02, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Information regarding our significant accounting policies is contained in Note 2, “Summary of Significant Accounting Policies”, of the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended February 1, 2020 . Revenue Recognition Revenue is recognized for store sales when the customer receives and pays for the merchandise at the register, net of estimated returns. Taxes collected from our customers are recorded on a net basis. For e-commerce sales, we recognize revenue, net of sales taxes and estimated sales returns, and the related cost of goods sold at the time the merchandise is shipped to the customer. Amounts related to shipping and handling that are billed to customers are reflected in net sales, and the related costs are reflected in cost of goods sold in the Consolidated Statements of (Loss) Income. The following table summarizes net sales from our retail stores and e-commerce (in thousands): Thirteen Weeks Ended May 2, May 4, Retail stores $ 46,953 $ 110,636 E-commerce 30,336 19,667 Total net sales $ 77,289 $ 130,303 The following table summarizes the percentage of net sales by department: Thirteen Weeks Ended May 2, May 4, Mens 34 % 34 % Womens 27 % 26 % Accessories 15 % 17 % Footwear 14 % 14 % Boys 5 % 5 % Girls 5 % 4 % Total net sales 100 % 100 % The following table summarizes the percentage of net sales by third-party and proprietary branded merchandise: Thirteen Weeks Ended May 2, May 4, Third-party 75 % 74 % Proprietary 25 % 26 % Total net sales 100 % 100 % We accrue for estimated sales returns by customers based on historical sales return results. As of May 2, 2020 , February 1, 2020 and May 4, 2019 , our reserve for sales returns was $1.7 million , $1.4 million and $1.7 million , respectively. We recognize revenue from gift cards as they are redeemed for merchandise. Prior to redemption, we maintain a current liability for unredeemed gift card balances. The customer liability balance was $8.1 million , $9.3 million and $7.4 million as of May 2, 2020 , February 1, 2020 and May 4, 2019 , respectively, and is included in deferred revenue on the accompanying Consolidated Balance Sheets. Our gift cards do not have expiration dates and in most cases there is no legal obligation to remit unredeemed gift cards to relevant jurisdictions. Based on actual historical redemption patterns, we determined that a small percentage of gift cards are unlikely to be redeemed (which we refer to as gift card “breakage”). Based on our historical gift card breakage rate, we recognize breakage revenue over the redemption period in proportion to actual gift card redemptions. Revenue recognized from gift cards was $2.7 million and $4.2 million for the thirteen week period ended May 2, 2020 and May 4, 2019 , respectively. We have a customer loyalty program where customers accumulate points based on purchase activity. Once a loyalty member achieves a certain point level, the member earns awards that may be redeemed for merchandise. Unredeemed awards and accumulated partial points are accrued as deferred revenue and awards redeemed by the member for merchandise are recorded as an increase to net sales. Our loyalty program includes the ability for customers to redeem their awards instantly rather than build up to an award over time. We currently expire unredeemed awards and accumulated partial points 365 days after the last purchase activity. A liability is estimated based on the standalone selling price of awards and partial points earned and estimated redemptions. The deferred revenue for this program was $2.6 million , $2.4 million and $1.7 million as of May 2, 2020 , February 1, 2020 and May 4, 2019 , respectively. Revenue recognized from our loyalty program was $0.9 million and $0.3 million for the thirteen week period ended May 2, 2020 and May 4, 2019 , respectively. Leases We conduct all of our retail sales and corporate operations in leased facilities. Lease terms for our stores are generally for ten years (subject to elective extensions) and provide for escalations in base rents. Many of our store leases contain one or more options to renew the lease at our sole discretion. Generally, we do not consider any additional renewal periods to be reasonably certain of being exercised. Most store leases include tenant allowances from landlords, rent escalation clauses and/or contingent rent provisions. Certain leases provide for additional rent based on a percentage of sales and annual rent increases generally based upon the Consumer Price Index. In addition, most of our store leases are net leases, which typically require us to be responsible for certain property operating expenses, including property taxes, insurance, common area maintenance, in addition to base rent. Many of our store leases contain certain co-tenancy provisions that permit us to pay rent based on a pre-determined percentage of sales when the occupancy of the retail center falls below minimums established in the lease. For non-cancelable operating lease agreements, operating lease assets and operating lease liabilities are established for leases with an expected term greater than one year and we recognize lease expense on a straight-line basis. Contingent rent, determined based on a percentage of sales in excess of specified levels, is recognized as rent expense when the achievement of the specified sales that triggers the contingent rent is probable. In response to the COVID-19 pandemic, we elected to withhold payment of our contractual lease obligations in the aggregate amount of $13.3 million for the months of April and May 2020. We are currently attempting to negotiate COVID-19-related rent concessions for these withheld payments on our store leased properties. As of the date of this filing, the Company remains in discussions with its landlords with respect to these potential rent concessions, and thus the nature and scope of these concessions, if any, remains uncertain. The Financial Accounting Standards Board (“FASB”) issued guidance in April, which allows COVID-19-related rent concessions to be accounted for as if no change was made to the contract or as variable lease payments. We did not recognize any material COVID-19-related rent concessions as of May 2, 2020, as we have not yet finalized negotiations with our landlords. In addition, we continue to assess and hold ongoing conversations with landlords for various properties in seeking commercially reasonable lease concessions given the current environment. We lease approximately 172,000 square feet of office and warehouse space (10 and 12 Whatney, Irvine, California) from a company that is owned by the co-founders of Tillys. The lease expires on December 31, 2027. During each of the thirteen week period ended May 2, 2020 and May 4, 2019 , we incurred rent expense of $0.5 million related to this lease. We lease approximately 26,000 square feet of office and warehouse space (11 Whatney, Irvine, California) from a company that is owned by one of the co-founders of Tillys. During each of the thirteen week period ended May 2, 2020 , and May 4, 2019 , we incurred rent expense of $0.1 million related to this lease. Pursuant to the lease agreement, the lease payment adjusts annually based upon the Los Angeles/Anaheim/Riverside Urban Consumer Price Index, with the adjustment not to be below 3% nor exceed 7% in any one annual increase. The lease expires on June 30, 2022. We lease approximately 81,000 square feet of office and warehouse space (17 Pasteur, Irvine, California) from a company that is owned by one of the co-founders of Tillys. We use this property as our e-commerce distribution center. During each of the thirteen week periods ended May 2, 2020 and May 4, 2019 , we incurred rent expense of $0.2 million related to this lease. Pursuant to the lease agreement, the lease payment adjusts annually based upon the Los Angeles/Anaheim/Riverside Urban Consumer Price Index, with the adjustment not to be below 3% nor exceed 7% in any one annual increase. The lease expires on October 31, 2021. The maturity of operating lease liabilities as of May 2, 2020 were as follows (in thousands): Fiscal Year 2020 $ 49,542 2021 61,446 2022 54,508 2023 45,400 2024 34,732 Thereafter 75,088 Total minimum lease payments 320,716 Less: Amount representing interest 36,649 Present value of operating lease liabilities $ 284,067 As of May 2, 2020 , additional operating lease contracts that have not yet commenced are immaterial. Lease expense for the thirteen week period ended May 2, 2020 and May 4, 2019 was as follows (in thousands): Thirteen Weeks Ended May 2, 2020 Thirteen Weeks Ended May 4, 2019 Cost of goods sold SG&A Total Cost of goods sold SG&A Total Fixed operating lease expense $ 15,514 $ 401 $ 15,915 $ 15,459 $ 385 $ 15,844 Variable lease expense 3,819 22 3,841 3,865 43 3,908 Total lease expense $ 19,333 $ 423 $ 19,756 $ 19,324 $ 428 $ 19,752 For the thirteen weeks ended May 4, 2019, we corrected an immaterial error of $3,221, which consisted solely of an understatement of amounts disclosed for fixed operating lease expense and an overstatement of amounts disclosed for variable lease expense with no changes in reported total lease expense. Supplemental lease information for the thirteen weeks ended May 2, 2020 was as follows: Cash paid for amounts included in the measurement of operating lease liabilities (in thousands) $5,615 Weighted average remaining lease term (in years) 6.0 years Weighted average interest rate (1) 4.01% (1) Since our leases do not provide an implicit rate, we used our incremental borrowing rate on date of adoption or at lease inception in determining the present value of future minimum payments. Income Taxes Our income tax benefit was $(10.6) million , or 37.9% of loss before taxes, compared to $0.3 million , or 30.6% of income before taxes for the thirteen weeks ended May 2, 2020 and May 4, 2019, respectively. The increase in the effective income tax rate is primarily due to the anticipated benefit from the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") enacted on March 27, 2020, which provides for net operating losses in fiscal 2020 to be carried back to earlier tax years with higher tax rates than the current year. As a result of the operating losses being carried back, an income tax receivable of $7.2 million is included in receivables on the accompanying Consolidated Balance Sheet as of May 2, 2020. New Accounting Standards Not Yet Adopted In June 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-13, Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which modifies or replaces existing models for impairment of trade and other receivables, debt securities, loans, beneficial interests held as assets, purchased-credit impaired financial assets and other instruments. The new standard requires entities to measure expected losses over the life of the asset and recognize an allowance for estimated credit losses upon recognition of the financial instrument. ASU 2016-13 will become effective for us in the first quarter of fiscal 2023, with early adoption permitted and must be adopted using the modified retrospective method. We expect the new rules to apply to our fixed income securities recorded at amortized cost and classified as held-to-maturity and our trade receivables. We do not expect the adoption of this new standard to have a material impact on our consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) : Simplifying the Accounting for Income Taxes . The new rules reduce complexity by removing specific exceptions to general income tax accounting methodology including an exception for interim periods showing operating losses in excess of anticipated operating losses for the year. The new rules will be effective for us in the first quarter of 2021. We are currently evaluating the impact this guidance may have on our consolidated financial statements and related disclosures. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) : Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The amendments are effective for all entities as of March 12, 2020 through December 31, 2022. We are currently evaluating the impact this guidance may have on our consolidated financial statements and related disclosures. |
Marketable Securities
Marketable Securities | 3 Months Ended |
May 02, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Marketable Securities Marketable securities as of May 2, 2020 consisted of commercial paper, classified as available-for-sale, and fixed income securities, classified as held-to-maturity as we have the intent and ability to hold them to maturity. Our investments in commercial paper and fixed income securities are recorded at fair value and amortized cost, respectively, which approximates fair value. All of our marketable securities are less than one year from maturity. The following table summarizes our investments in marketable securities at May 2, 2020 , February 1, 2020 and May 4, 2019 (in thousands): May 2, 2020 Cost or Amortized Cost Gross Unrealized Holding Gains Estimated Fair Value Commercial paper $ 34,698 $ 275 $ 34,973 Fixed income securities 11,008 — 11,008 $ 45,706 $ 275 $ 45,981 February 1, 2020 Cost or Gross Unrealized Holding Gains Estimated Commercial paper $ 54,463 $ 293 $ 54,756 Fixed income securities 15,024 — 15,024 $ 69,487 $ 293 $ 69,780 May 4, 2019 Cost or Gross Unrealized Estimated Commercial paper $ 49,361 $ 215 $ 49,576 Fixed income securities 26,377 — 26,377 $ 75,738 $ 215 $ 75,953 We recognized gains on investments for commercial paper that matured during the thirteen week periods ended May 2, 2020 and May 4, 2019 . Upon recognition of the gains, we reclassified these amounts out of Accumulated Other Comprehensive Income and into “Other income, net” on the Consolidated Statements of (Loss) Income. The following table summarizes our gains on investments for commercial paper (in thousands): Thirteen Weeks Ended May 2, May 4, Gains on investments $ 252 $ 387 |
Line of Credit
Line of Credit | 3 Months Ended |
May 02, 2020 | |
Debt Disclosure [Abstract] | |
Line of Credit | Line of Credit Our amended and restated credit agreement with Wells Fargo Bank, N.A. (the "Bank") provides for a $25.0 million revolving line of credit with a maturity date of January 31, 2023 . The interest rate charged on borrowings is selected at our discretion at the time of draw between the London Interbank Offered Rate ("LIBOR"), plus 0.75% , or at the Bank’s prime rate. The agreement allows for the declaration and payment of dividends or distributions to stockholders, subject to certain limitations. On February 12, 2020 and February 27, 2019, we paid a special cash dividend of $1.00 per share to all holders of record of issued and outstanding shares of both our Class A and Class B common stock. The line of credit is secured by substantially all of our assets. As a sub-feature under the credit agreement, the Bank may also issue stand-by and/or commercial letters of credit up to $15.0 million . In March 2020, we borrowed $23.7 million under our revolving credit facility, which represented the maximum borrowings permitted thereunder. As of June 1, 2020, the variable interest rate on these borrowings was based on LIBOR plus 75 basis points, or 0.9% per annum. On June 26, 2020, the interest rate will adjust based on our choice of available LIBOR rates at that time. We are required to maintain certain financial and non-financial covenants in accordance with the line of credit. The financial covenants require certain levels of profitability, leverage and assets, such as: (i) income before income taxes not less than $1.0 million , calculated at the end of each fiscal quarter on a trailing 12-month basis; (ii) a maximum "Funded Debt to EBITDAR" ratio of 4.00 to 1.0, calculated at the end of each fiscal quarter on a trailing 12-month basis, defined as the sum of total debt, capital leases and annual rent expense multiplied by six divided by the sum of net income, interest expense, taxes, depreciation, amortization and annual rent expense; (iii) a minimum "Fixed Charge Coverage Ratio" not less than 1.25 to 1.0, calculated at the end of each fiscal quarter on a trailing 12-month basis, with the ratio defined as (a) EBITDAR minus cash taxes, dividends, distributions, redemptions and repurchases of equity interest, divided by (b) the aggregate of the current maturity of long-term debt, capitalized lease payments, interest expense and rent expense; (iv) minimum eligible inventory, cash, cash equivalents and marketable securities totaling $50.0 million as of the end of each quarter; and (v) not more than $50.0 million in allowable investments in fixed assets in any fiscal year. In addition, pursuant to the terms of our revolving credit facility, we are required to pay any and all indebtedness, obligations, assessments and taxes when due, subject to certain limitations. As of May 2, 2020 , we were in compliance with all of our covenants under our credit agreement, other than with respect to (i) the financial covenants related to our Fixed Coverage Ratio and Funded Debt to EBITDAR Ratio as of the fiscal quarter ended May 2, 2020, and (ii) the covenant that we pay any and all obligations when due on the basis of our non-payment of our contractual rental obligations pursuant to our store leases during the COVID-19 pandemic. As of May 2, 2020, our Fixed Coverage Ratio was 0.8 to 1.0, and our Funded Debt to EBITDAR Ratio was 4.7 . The Bank has provided a limited waiver with respect to each of these violations. We are currently in discussions with the Bank to amend the credit agreement to obtain covenant relief with respect to these covenants. In August 2019, we entered into an amendment to increase the standby letter of credit from $1.1 million to $1.3 million. The standby letter of credit was established for security against insurance claims as required by our workers' compensation insurance policy. There has been no activity or borrowings under this letter of credit since its inception. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
May 02, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies From time to time, we may become involved in lawsuits and other claims arising from our ordinary course of business. We are currently unable to predict the ultimate outcome, determine whether a liability has been incurred or make an estimate of the reasonably possible liability that could result from an unfavorable outcome because of the uncertainties related to the incurrence, amount and range of loss on any pending litigation or claim. Because of the unpredictable nature of these matters, we cannot provide any assurances regarding the outcome of any litigation or claim to which we are a party or that the ultimate outcome of any of the matters threatened or pending against us, including those disclosed below, will not have a material adverse effect on our financial condition, results of operations or cash flows. Juan Carlos Gonzales, on behalf of himself and all others similarly situated, v. Tilly’s Inc. et al, Superior Court of California, County of Orange, Case No. 30-2017-00948710-CU-OE-CXC. In October 2017, the plaintiff filed a putative class action against us, alleging various violations of California’s wage and hour laws. The complaint seeks class certification, unspecified damages, unpaid wages, penalties, restitution, interest, and attorneys’ fees and costs. In December 2017, we filed an answer to the complaint, denying all of the claims and asserting various defenses. In April 2018, the plaintiff filed a separate action under the Private Attorneys General Act ("PAGA") against us seeking penalties on behalf of himself and other similarly situated employees for the same alleged violations of California's wage and hour laws. We requested the plaintiff to dismiss the class action claims based on an existing class action waiver in an arbitration agreement which plaintiff signed with our co-defendant, BaronHR, the staffing company that employed plaintiff to work at the Company. In June 2018, the plaintiff's class action complaint was dismissed. The parties mediated the PAGA case with a well-respected mediator in March 2020. Although the case did not settle at the mediation, the parties have agreed to continue their settlement discussions with the assistance of the mediator. The court has not yet issued a trial date. By agreement between co-defendant BaronHR and Tilly's, BaronHR is required to indemnify Tilly's in this matter. We have defended this case vigorously, and will continue to do so. Skylar Ward, on behalf of herself and all others similarly situated, v. Tilly’s, Inc., Superior Court of California, County of Los Angeles, Case No. BC595405. In September 2015, the plaintiff filed a putative class action lawsuit against us alleging, among other things, various violations of California's wage and hour laws. The complaint sought class certification, unspecified damages, unpaid wages, penalties, restitution, and attorneys' fees. In June 2016, the court granted our demurrer to the plaintiff's complaint on the grounds that the plaintiff failed to state a cause of action against us and dismissed the complaint. Specifically, the court agreed with us that the plaintiff's cause of action for reporting-time pay fails as a matter of law as the plaintiff and other putative class members did not "report for work" with respect to certain shifts on which the plaintiff's claims are based. In November 2016, the court entered a written order sustaining our demurrer to the plaintiff's complaint and dismissing all of plaintiff’s causes of action with prejudice. In January 2017, the plaintiff filed an appeal of the order to the California Court of Appeal. In February 2019, the Court of Appeal issued an opinion overturning the trial court’s decision, holding that the plaintiff’s allegations stated a claim. In March 2019, we filed a petition for review with the California Supreme Court seeking its discretionary review of the Court of Appeal’s decision. The California Supreme Court declined to review the Court of Appeal’s decision. Since the case was remanded back to the trial court, the parties have been engaged in discovery. In March 2020, the plaintiff filed a motion for class certification. Our opposition to the motion for class certification is due July 6, 2020. We have defended this case vigorously, and will continue to do so. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
May 02, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements We determine fair value based on a three-level valuation hierarchy as described below. Fair value is defined as the exit price associated with the sale of an asset or transfer of a liability in an orderly transaction between market participants at the measurement date. The three-level hierarchy of inputs used to determine fair value is as follows: • Level 1 – Quoted prices in active markets for identical assets and liabilities. • Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, 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 assets or liabilities. • Level 3 – Unobservable inputs (i.e., projections, estimates, interpretations, etc.) that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. We measure certain financial assets at fair value on a recurring basis, including our marketable securities, which are classified as either available-for-sale or held-to-maturity securities, and certain cash equivalents, specifically money market securities, commercial paper and bonds. The money market accounts are valued based on quoted market prices in active markets. The marketable securities are valued based on other observable inputs for those securities (including market corroborated pricing or other models that utilize observable inputs such as interest rates and yield curves) based on information provided by independent third party entities. From time to time, we measure certain assets at fair value on a non-recurring basis, including evaluation of long-lived assets for impairment using Company specific assumptions which would fall within Level 3 of the fair value hierarchy. Fair value calculations contain significant judgments and estimates, which may differ from actual results due to, among other things, economic conditions, changes to the business model or changes in operating performance. During the thirteen week period ended May 2, 2020 and May 4, 2019 , we did not make any transfers between Level 1 and Level 2 financial assets. Furthermore, as of May 2, 2020 , February 1, 2020 and May 4, 2019 , we did not have any Level 3 financial assets. We conduct reviews on a quarterly basis to verify pricing, assess liquidity and determine if significant inputs have changed that would impact the fair value hierarchy disclosure. Financial Assets We have categorized our financial assets based on the priority of the inputs to the valuation technique for the instruments as follows (in thousands): May 2, 2020 February 1, 2020 May 4, 2019 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Cash equivalents (1) : Money market securities $ 62,906 $ — $ — $ 58,614 $ — $ — $ 27,494 $ — $ — Commercial paper — — — — — — — — — Marketable securities: Commercial paper $ — $ 34,973 $ — $ — $ 54,756 $ — $ — $ 49,576 $ — (1) Excluding cash. Impairment of Long-Lived Assets An impairment is recorded on a long-lived asset used in operations whenever events or changes in circumstances indicate that the net carrying amounts for such asset may not be recoverable. Important factors that could result in an impairment review include, but are not limited to, significant under-performance relative to historical or planned operating results, significant changes in the manner of use of the assets, a decision to relocate or close a store or significant changes in our business strategies. An evaluation is performed using estimated undiscounted future cash flows from operating activities compared to the carrying value of related assets for the individual stores. If the undiscounted future cash flows are less than the carrying value, an impairment loss is recognized for the difference between the carrying value and the estimated fair value of the assets based on the discounted cash flows of the assets using a rate that approximates our weighted average cost of capital. With regard to retail store assets, which are comprised of leasehold improvements, fixtures, computer hardware and software, and operating lease assets, we consider the assets at each individual retail store to represent an asset group. In addition, we have considered the relevant valuation techniques that could be applied without undue cost and effort and have determined that the discounted estimated future cash flow approach provides the most relevant and reliable means by which to determine fair value in this circumstance. On a quarterly basis, we assess whether events or changes in circumstances have occurred that potentially indicate the carrying value of long-lived assets may not be recoverable. During the thirteen weeks ended May 2, 2020 , based on Level 3 inputs of historical operating performance, including sales trends, gross margin rates, current cash flows from operations and the projected outlook for each of our stores, we determined that five of our stores would not be able to generate sufficient cash flows over the remaining term of the related lease to recover our investment in the respective store. As a result, we recorded non-impairment charges of approximately $0.3 million to write-down the carrying value of certain long-lived store assets to their estimated fair values. Thirteen Weeks Ended May 2, May 4, ($ in thousands) Carrying value of assets with impairment $536 * Fair value of assets impaired $203 * Number of stores tested for impairment 12 3 Number of stores with impairment 5 — * Not applicable |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
May 02, 2020 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Share-Based Compensation The Tilly's, Inc. 2012 Second Amended and Restated Equity and Incentive Plan, as amended in June 2020 (the "2012 Plan"), authorizes up to 6,613,900 shares for issuance of options, shares or rights to acquire our Class A common stock and allows for, among other things, operating income and comparable store sales growth targets as additional performance goals that may be used in connection with performance-based awards granted under the 2012 Plan. As of May 2, 2020 , there were 430,940 shares still available for future issuance under the 2012 Plan. Following the amendment of the 2012 Plan on June 10, 2020, there were 2,605,940 shares available for future issuance under the 2012 Plan. Stock Options We grant stock options to certain employees that give them the right to acquire our Class A common stock under the 2012 Plan. The exercise price of options granted is equal to the closing price per share of our stock at the date of grant. The nonqualified options vest at a rate of 25% on each of the first four anniversaries of the grant date provided that the award recipient continues to be employed by us through each of those vesting dates, and expire ten years from the date of grant. The following table summarizes the stock option activity for the thirteen weeks ended May 2, 2020 (aggregate intrinsic value in thousands): Stock Options Grant Date Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Aggregate Intrinsic Value (1) Outstanding at February 1, 2020 1,993,187 $ 9.50 Granted 616,900 $ 4.12 Forfeited (3,000 ) $ 11.41 Expired (2,813 ) $ 11.33 Outstanding at May 2, 2020 2,604,274 $ 8.22 7.6 $ 892 Exercisable at May 2, 2020 1,247,443 $ 9.04 5.7 $ — (1) Intrinsic value for stock options is defined as the difference between the market price of our Class A common stock on the last business day of the fiscal period and the weighted average exercise price of in-the-money stock options outstanding at the end of the fiscal period. The market value per share was $5.57 at May 2, 2020 . The stock option awards were measured at fair value on the grant date using the Black-Scholes option valuation model. Key input assumptions used to estimate the fair value of stock options include the exercise price of the award, the expected option term, expected volatility of our stock over the option’s expected term, the risk-free interest rate over the option’s expected term and our expected annual dividend yield, if any. We account for forfeitures as they occur. We will issue shares of Class A common stock when the options are exercised. The fair values of stock options granted during the thirteen weeks ended May 2, 2020 and the thirteen weeks ended May 4, 2019 were estimated on the grant date using the following assumptions. Thirteen Weeks Ended May 2, May 4, Weighted average grant-date fair value per option granted $2.05 $5.50 Expected option term (1) 5.3 years 5.0 years Weighted average expected volatility factor (2) 57.3% 53.2% Weighted average risk-free interest rate (3) 0.4% 2.4% Expected annual dividend yield (4) —% —% (1) The expected option term of the awards represents the estimated time that options are expected to be outstanding based upon historical option data. (2) Stock volatility for each grant is measured using the historical daily price changes of our common stock over the most recent period equal to the expected option term of the awards. (3) The risk-free interest rate is determined using the rate on treasury securities with the same term as the expected life of the stock option as of the grant date. (4) We do not currently have a dividend policy and we do not anticipate paying any additional cash dividends on our common stock at this time. Restricted Stock Awards Restricted stock awards ("RSAs") represent restricted shares of our common stock issued upon the date of grant in which the recipient's rights in the stock are restricted until the shares are vested. Under the 2012 Plan, we grant RSAs to independent members of our Board of Directors. RSAs granted to our Board of Directors vest at a rate of 50% on each of the first two anniversaries of the grant date provided that the respective award recipient continues to serve on our Board of Directors through each of those vesting dates. We determine the fair value of RSAs based upon the closing price of our Class A common stock on the date of grant. A summary of non-vested RSAs at May 2, 2020 and February 1, 2020 are presented below: Restricted Stock Weighted Average Grant-Date Fair Value Nonvested at May 2, 2020 and February 1, 2020 51,920 $ 9.24 There were no RSAs granted, vested or forfeited during the thirteen weeks ended May 2, 2020 . Share-based compensation expense associated with stock options and restricted stock is recognized on a straight-line basis over the requisite service period. The following table summarizes share-based compensation expense recorded in the Consolidated Statements of (Loss) Income (in thousands): Thirteen Weeks Ended May 2, May 4, Cost of goods sold $ 146 $ 116 Selling, general and administrative expenses 355 413 Total share-based compensation expense $ 501 $ 529 At May 2, 2020 , there was $4.9 million of total unrecognized share-based compensation expense related to unvested stock options and restricted stock. This cost has a weighted average remaining recognition period of 2.9 years . |
(Loss) Income Per Share
(Loss) Income Per Share | 3 Months Ended |
May 02, 2020 | |
Earnings Per Share [Abstract] | |
(Loss) Income Per Share | (Loss) Income Per Share Income per share is computed under the provisions of ASC 260, Earnings Per Share . Basic (loss) income per share is computed based on the weighted average number of common shares outstanding during the period. Diluted (loss) income per share is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method, whereby proceeds from such exercise, unamortized compensation and hypothetical excess tax benefits, if any, on share-based awards are assumed to be used by us to purchase the common shares at the average market price during the period. Potentially dilutive shares of common stock represent outstanding stock options and RSAs. The components of basic and diluted (loss) income per share were as follows (in thousands, except per share amounts): Thirteen Weeks Ended May 2, May 4, Net (loss) income $ (17,395 ) $ 677 Weighted average basic shares outstanding 29,677 29,469 Dilutive effect of stock options and restricted stock — 339 Weighted average shares for diluted income per share 29,677 29,808 Basic (loss) income per share of Class A and Class B common stock $ (0.59 ) $ 0.02 Diluted (loss) income per share of Class A and Class B common stock $ (0.59 ) $ 0.02 The following stock options have been excluded from the calculation of diluted (loss) income per share as the effect of including these stock options would have been anti-dilutive (in thousands): Thirteen Weeks Ended May 2, May 4, Stock options — 1,073 |
Subsequent Events
Subsequent Events | 3 Months Ended |
May 02, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events During the second quarter of fiscal 2020 ending August 1, 2020, pursuant to the latest guidelines from local, state and federal governments and health organizations, and with new health and safety protocols in place, including, in many cases, significant restrictions on customer traffic, the Company began reopening its stores. As of June 14, 2020, the Company has reopened a total of 213 stores, or 89% of its total 239 stores. As a result of the reopening of a significant number of our stores, we have returned a significant portion of our furloughed employees back to work and also resumed full operations in our distribution center that serves our stores. At this time, the Company cannot predict with certainty its future customer traffic, comparable store net sales results, overall financial performance, the pace at which additional stores may be able to reopen, or whether re-opened stores will be allowed to remain open in the future, nor can the Company ensure that the foregoing store reopening results will be indicative of future performance in the pending uncertainty related to the impacts of the COVID-19 pandemic. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
May 02, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | We have prepared the accompanying unaudited consolidated financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial reporting. These unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted from this Quarterly Report on Form 10-Q as is permitted by SEC rules and regulations. In the opinion of management, the accompanying unaudited consolidated financial statements contain all normal and recurring adjustments necessary to present fairly the financial condition, results of operations and cash flows for the interim periods presented. The results of operations for the thirteen week period ended May 2, 2020 are not necessarily indicative of results to be expected for the full fiscal year, especially in light of the uncertainties surrounding the impacts of the COVID-19 pandemic. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended February 1, 2020 ("fiscal 2019"). |
Fiscal Periods | Our fiscal year ends on the Saturday closest to January 31. References to fiscal 2020 refer to the fiscal year ending January 30, 2021. References to the fiscal quarters or three months ended May 2, 2020 and May 4, 2019 refer to the thirteen week period ended as of those dates, respectively. |
Revenue Recognition | Revenue Recognition Revenue is recognized for store sales when the customer receives and pays for the merchandise at the register, net of estimated returns. Taxes collected from our customers are recorded on a net basis. For e-commerce sales, we recognize revenue, net of sales taxes and estimated sales returns, and the related cost of goods sold at the time the merchandise is shipped to the customer. Amounts related to shipping and handling that are billed to customers are reflected in net sales, and the related costs are reflected in cost of goods sold in the Consolidated Statements of (Loss) Income. |
Leases | Leases We conduct all of our retail sales and corporate operations in leased facilities. Lease terms for our stores are generally for ten years (subject to elective extensions) and provide for escalations in base rents. Many of our store leases contain one or more options to renew the lease at our sole discretion. Generally, we do not consider any additional renewal periods to be reasonably certain of being exercised. Most store leases include tenant allowances from landlords, rent escalation clauses and/or contingent rent provisions. Certain leases provide for additional rent based on a percentage of sales and annual rent increases generally based upon the Consumer Price Index. In addition, most of our store leases are net leases, which typically require us to be responsible for certain property operating expenses, including property taxes, insurance, common area maintenance, in addition to base rent. Many of our store leases contain certain co-tenancy provisions that permit us to pay rent based on a pre-determined percentage of sales when the occupancy of the retail center falls below minimums established in the lease. For non-cancelable operating lease agreements, operating lease assets and operating lease liabilities are established for leases with an expected term greater than one year and we recognize lease expense on a straight-line basis. Contingent rent, determined based on a percentage of sales in excess of specified levels, is recognized as rent expense when the achievement of the specified sales that triggers the contingent rent is probable. |
Income Taxes | Income Taxes Our income tax benefit was $(10.6) million , or 37.9% of loss before taxes, compared to $0.3 million , or 30.6% of income before taxes for the thirteen weeks ended May 2, 2020 and May 4, 2019, respectively. The increase in the effective income tax rate is primarily due to the anticipated benefit from the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") enacted on March 27, 2020, which provides for net operating losses in fiscal 2020 to be carried back to earlier tax years with higher tax rates than the current year. As a result of the operating losses being carried back, an income tax receivable of $7.2 million is included in receivables on the accompanying Consolidated Balance Sheet as of May 2, 2020. |
New Accounting Standards | New Accounting Standards Not Yet Adopted In June 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-13, Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which modifies or replaces existing models for impairment of trade and other receivables, debt securities, loans, beneficial interests held as assets, purchased-credit impaired financial assets and other instruments. The new standard requires entities to measure expected losses over the life of the asset and recognize an allowance for estimated credit losses upon recognition of the financial instrument. ASU 2016-13 will become effective for us in the first quarter of fiscal 2023, with early adoption permitted and must be adopted using the modified retrospective method. We expect the new rules to apply to our fixed income securities recorded at amortized cost and classified as held-to-maturity and our trade receivables. We do not expect the adoption of this new standard to have a material impact on our consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) : Simplifying the Accounting for Income Taxes . The new rules reduce complexity by removing specific exceptions to general income tax accounting methodology including an exception for interim periods showing operating losses in excess of anticipated operating losses for the year. The new rules will be effective for us in the first quarter of 2021. We are currently evaluating the impact this guidance may have on our consolidated financial statements and related disclosures. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) : Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The amendments are effective for all entities as of March 12, 2020 through December 31, 2022. We are currently evaluating the impact this guidance may have on our consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
May 02, 2020 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue | The following table summarizes net sales from our retail stores and e-commerce (in thousands): Thirteen Weeks Ended May 2, May 4, Retail stores $ 46,953 $ 110,636 E-commerce 30,336 19,667 Total net sales $ 77,289 $ 130,303 The following table summarizes the percentage of net sales by department: Thirteen Weeks Ended May 2, May 4, Mens 34 % 34 % Womens 27 % 26 % Accessories 15 % 17 % Footwear 14 % 14 % Boys 5 % 5 % Girls 5 % 4 % Total net sales 100 % 100 % The following table summarizes the percentage of net sales by third-party and proprietary branded merchandise: Thirteen Weeks Ended May 2, May 4, Third-party 75 % 74 % Proprietary 25 % 26 % Total net sales 100 % 100 % |
Schedule of Operating Lease Liability | The maturity of operating lease liabilities as of May 2, 2020 were as follows (in thousands): Fiscal Year 2020 $ 49,542 2021 61,446 2022 54,508 2023 45,400 2024 34,732 Thereafter 75,088 Total minimum lease payments 320,716 Less: Amount representing interest 36,649 Present value of operating lease liabilities $ 284,067 |
Schedule of Lease Expense and Supplemental Lease Information | As of May 2, 2020 , additional operating lease contracts that have not yet commenced are immaterial. Lease expense for the thirteen week period ended May 2, 2020 and May 4, 2019 was as follows (in thousands): Thirteen Weeks Ended May 2, 2020 Thirteen Weeks Ended May 4, 2019 Cost of goods sold SG&A Total Cost of goods sold SG&A Total Fixed operating lease expense $ 15,514 $ 401 $ 15,915 $ 15,459 $ 385 $ 15,844 Variable lease expense 3,819 22 3,841 3,865 43 3,908 Total lease expense $ 19,333 $ 423 $ 19,756 $ 19,324 $ 428 $ 19,752 For the thirteen weeks ended May 4, 2019, we corrected an immaterial error of $3,221, which consisted solely of an understatement of amounts disclosed for fixed operating lease expense and an overstatement of amounts disclosed for variable lease expense with no changes in reported total lease expense. Supplemental lease information for the thirteen weeks ended May 2, 2020 was as follows: Cash paid for amounts included in the measurement of operating lease liabilities (in thousands) $5,615 Weighted average remaining lease term (in years) 6.0 years Weighted average interest rate (1) 4.01% (1) Since our leases do not provide an implicit rate, we used our incremental borrowing rate on date of adoption or at lease inception in determining the present value of future minimum payments. |
Marketable Securities (Tables)
Marketable Securities (Tables) | 3 Months Ended |
May 02, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments in Marketable Securities | The following table summarizes our investments in marketable securities at May 2, 2020 , February 1, 2020 and May 4, 2019 (in thousands): May 2, 2020 Cost or Amortized Cost Gross Unrealized Holding Gains Estimated Fair Value Commercial paper $ 34,698 $ 275 $ 34,973 Fixed income securities 11,008 — 11,008 $ 45,706 $ 275 $ 45,981 February 1, 2020 Cost or Gross Unrealized Holding Gains Estimated Commercial paper $ 54,463 $ 293 $ 54,756 Fixed income securities 15,024 — 15,024 $ 69,487 $ 293 $ 69,780 May 4, 2019 Cost or Gross Unrealized Estimated Commercial paper $ 49,361 $ 215 $ 49,576 Fixed income securities 26,377 — 26,377 $ 75,738 $ 215 $ 75,953 |
Gain (Loss) on Investments | The following table summarizes our gains on investments for commercial paper (in thousands): Thirteen Weeks Ended May 2, May 4, Gains on investments $ 252 $ 387 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
May 02, 2020 | |
Fair Value Disclosures [Abstract] | |
Financial Assets Categorized Based on Priority of Inputs to Valuation Technique Instruments | We have categorized our financial assets based on the priority of the inputs to the valuation technique for the instruments as follows (in thousands): May 2, 2020 February 1, 2020 May 4, 2019 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Cash equivalents (1) : Money market securities $ 62,906 $ — $ — $ 58,614 $ — $ — $ 27,494 $ — $ — Commercial paper — — — — — — — — — Marketable securities: Commercial paper $ — $ 34,973 $ — $ — $ 54,756 $ — $ — $ 49,576 $ — (1) Excluding cash. |
Details of Impairment of Long-Lived Assets | Thirteen Weeks Ended May 2, May 4, ($ in thousands) Carrying value of assets with impairment $536 * Fair value of assets impaired $203 * Number of stores tested for impairment 12 3 Number of stores with impairment 5 — * Not applicable |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
May 02, 2020 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Option Activity Under Stock Option Plan | The following table summarizes the stock option activity for the thirteen weeks ended May 2, 2020 (aggregate intrinsic value in thousands): Stock Options Grant Date Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in Years) Aggregate Intrinsic Value (1) Outstanding at February 1, 2020 1,993,187 $ 9.50 Granted 616,900 $ 4.12 Forfeited (3,000 ) $ 11.41 Expired (2,813 ) $ 11.33 Outstanding at May 2, 2020 2,604,274 $ 8.22 7.6 $ 892 Exercisable at May 2, 2020 1,247,443 $ 9.04 5.7 $ — (1) Intrinsic value for stock options is defined as the difference between the market price of our Class A common stock on the last business day of the fiscal period and the weighted average exercise price of in-the-money stock options outstanding at the end of the fiscal period. The market value per share was $5.57 at May 2, 2020 . |
Assumptions Used to Estimate Fair Value of Stock Options Granted | The fair values of stock options granted during the thirteen weeks ended May 2, 2020 and the thirteen weeks ended May 4, 2019 were estimated on the grant date using the following assumptions. Thirteen Weeks Ended May 2, May 4, Weighted average grant-date fair value per option granted $2.05 $5.50 Expected option term (1) 5.3 years 5.0 years Weighted average expected volatility factor (2) 57.3% 53.2% Weighted average risk-free interest rate (3) 0.4% 2.4% Expected annual dividend yield (4) —% —% (1) The expected option term of the awards represents the estimated time that options are expected to be outstanding based upon historical option data. (2) Stock volatility for each grant is measured using the historical daily price changes of our common stock over the most recent period equal to the expected option term of the awards. (3) The risk-free interest rate is determined using the rate on treasury securities with the same term as the expected life of the stock option as of the grant date. (4) We do not currently have a dividend policy and we do not anticipate paying any additional cash dividends on our common stock at this time. |
Summary of Status of Non-Vested Restricted Stock | A summary of non-vested RSAs at May 2, 2020 and February 1, 2020 are presented below: Restricted Stock Weighted Average Grant-Date Fair Value Nonvested at May 2, 2020 and February 1, 2020 51,920 $ 9.24 |
Schedule of Stock Based Compensation | The following table summarizes share-based compensation expense recorded in the Consolidated Statements of (Loss) Income (in thousands): Thirteen Weeks Ended May 2, May 4, Cost of goods sold $ 146 $ 116 Selling, general and administrative expenses 355 413 Total share-based compensation expense $ 501 $ 529 |
(Loss) Income Per Share (Tables
(Loss) Income Per Share (Tables) | 3 Months Ended |
May 02, 2020 | |
Earnings Per Share [Abstract] | |
Components of Basic and Diluted Earnings Per Share | The components of basic and diluted (loss) income per share were as follows (in thousands, except per share amounts): Thirteen Weeks Ended May 2, May 4, Net (loss) income $ (17,395 ) $ 677 Weighted average basic shares outstanding 29,677 29,469 Dilutive effect of stock options and restricted stock — 339 Weighted average shares for diluted income per share 29,677 29,808 Basic (loss) income per share of Class A and Class B common stock $ (0.59 ) $ 0.02 Diluted (loss) income per share of Class A and Class B common stock $ (0.59 ) $ 0.02 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following stock options have been excluded from the calculation of diluted (loss) income per share as the effect of including these stock options would have been anti-dilutive (in thousands): Thirteen Weeks Ended May 2, May 4, Stock options — 1,073 |
Description of the Company an_2
Description of the Company and Basis of Presentation (Details) | May 02, 2020Statestore |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of stores | 239 |
Number of pop-up stores | 1 |
Number of states | State | 33 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | |
May 02, 2020 | May 04, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 77,289 | $ 130,303 |
Percentage of total net sales | 100.00% | 100.00% |
Retail stores | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 46,953 | $ 110,636 |
E-commerce | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 30,336 | $ 19,667 |
Mens | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 34.00% | 34.00% |
Womens | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 27.00% | 26.00% |
Accessories | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 15.00% | 17.00% |
Footwear | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 14.00% | 14.00% |
Boys | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 5.00% | 5.00% |
Girls | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 5.00% | 4.00% |
Third-party | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 75.00% | 74.00% |
Proprietary | ||
Disaggregation of Revenue [Line Items] | ||
Percentage of total net sales | 25.00% | 26.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) ft² in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
May 02, 2020USD ($)ft² | May 04, 2019USD ($) | Feb. 02, 2019 | Feb. 01, 2020USD ($) | |
Accounting Policies [Line Items] | ||||
Sales returns reserve | $ 1,700 | $ 1,700 | $ 1,400 | |
Liability for unredeemed gift cards | 8,100 | 7,400 | 9,300 | |
Revenues | $ 77,289 | 130,303 | ||
Expiration period of partial points earned under customer loyalty program | 365 days | |||
Deferred revenue from loyalty program | $ 2,600 | 1,700 | $ 2,400 | |
Lessee terms | 10 years | |||
Income tax (benefit) expense | $ (10,597) | $ 298 | ||
Effective income tax rate, percent | 37.90% | 30.60% | ||
Income taxes receivable | $ 7,200 | |||
Breakage Revenue for Gift Cards | ||||
Accounting Policies [Line Items] | ||||
Revenues | 2,700 | $ 4,200 | ||
Customer Loyalty Program | ||||
Accounting Policies [Line Items] | ||||
Revenue recognized from customer liability | $ 900 | 300 | ||
10 and 12 Whatney, Irvine, California | Office and warehouse space | ||||
Accounting Policies [Line Items] | ||||
Area of property | ft² | 172 | |||
Rent expense incurred | $ 500 | 500 | ||
11 Whatney, Irvine, California | Office and warehouse space | ||||
Accounting Policies [Line Items] | ||||
Area of property | ft² | 26 | |||
Rent expense incurred | $ 100 | 100 | ||
11 Whatney, Irvine, California | Minimum | Office and warehouse space | ||||
Accounting Policies [Line Items] | ||||
Percent of annual lease amount increase | 3.00% | |||
11 Whatney, Irvine, California | Maximum | Office and warehouse space | ||||
Accounting Policies [Line Items] | ||||
Percent of annual lease amount increase | 7.00% | |||
17 Pasteur, Irvine, California | Office and warehouse space | ||||
Accounting Policies [Line Items] | ||||
Area of property | ft² | 81 | |||
Rent expense incurred | $ 200 | $ 200 | ||
17 Pasteur, Irvine, California | Minimum | Office and warehouse space | ||||
Accounting Policies [Line Items] | ||||
Percent of annual lease amount increase | 3.00% | |||
17 Pasteur, Irvine, California | Maximum | Office and warehouse space | ||||
Accounting Policies [Line Items] | ||||
Percent of annual lease amount increase | 7.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Operating Lease Liability (Details) $ in Thousands | May 02, 2020USD ($) |
Leases [Abstract] | |
2020 | $ 49,542 |
2021 | 61,446 |
2022 | 54,508 |
2023 | 45,400 |
2024 | 34,732 |
Thereafter | 75,088 |
Total minimum lease payments | 320,716 |
Less: Amount representing interest | 36,649 |
Present value of operating lease liabilities | $ 284,067 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Lease Expense and Supplemental Lease Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
May 02, 2020 | May 04, 2019 | |
Lessee, Lease, Description [Line Items] | ||
Fixed operating lease expense | $ 15,915 | $ 15,844 |
Variable lease expense | 3,841 | 3,908 |
Total lease expense | 19,756 | 19,752 |
Cash paid for amounts included in the measurement of operating lease liabilities (in thousands) | $ 5,615 | |
Weighted average remaining lease term (in years) | 6 years | |
Weighted average interest rate | 4.01% | |
Cost of goods sold | ||
Lessee, Lease, Description [Line Items] | ||
Fixed operating lease expense | $ 15,514 | 15,459 |
Variable lease expense | 3,819 | 3,865 |
Total lease expense | 19,333 | 19,324 |
Selling, general and administrative expenses | ||
Lessee, Lease, Description [Line Items] | ||
Fixed operating lease expense | 401 | 385 |
Variable lease expense | 22 | 43 |
Total lease expense | $ 423 | $ 428 |
Marketable Securities - Investm
Marketable Securities - Investments in Marketable Securities (Details) - USD ($) $ in Thousands | May 02, 2020 | Feb. 01, 2020 | May 04, 2019 |
Financial Instruments And Marketable Securities [Line Items] | |||
Marketable securities, Cost or Amortized Cost | $ 45,706 | $ 69,487 | $ 75,738 |
Marketable Securities, Gross Unrealized Holding Gains | 275 | 293 | 215 |
Marketable securities, Estimated Fair Value | 45,981 | 69,780 | 75,953 |
Commercial paper | |||
Financial Instruments And Marketable Securities [Line Items] | |||
Available-for-sale securities, Cost or Amortized Cost | 34,698 | 54,463 | 49,361 |
Available-for-sale securities, Gross Unrealized Holding Gains | 275 | 293 | 215 |
Available-for-sale securities, Estimated Fair Value | 34,973 | 54,756 | 49,576 |
Fixed income securities | |||
Financial Instruments And Marketable Securities [Line Items] | |||
Held-to-maturity securities, Cost or Amortized Cost | 11,008 | 15,024 | 26,377 |
Held-to-maturity securities, Gross Unrealized Holding Gains | 0 | 0 | 0 |
Held-to-maturity securities, Estimated Fair Value | $ 11,008 | $ 15,024 | $ 26,377 |
Marketable Securities - Narrati
Marketable Securities - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
May 02, 2020 | May 04, 2019 | |
Summary of Investment Holdings [Line Items] | ||
Gains on investments | $ 330 | $ 549 |
Commercial paper | ||
Summary of Investment Holdings [Line Items] | ||
Gains on investments | $ 252 | $ 387 |
Line of Credit - Narrative (Det
Line of Credit - Narrative (Details) | Jun. 01, 2020 | May 02, 2020USD ($) | Feb. 20, 2018$ / shares | Feb. 24, 2017$ / shares | Mar. 17, 2014USD ($) | May 02, 2020USD ($) | May 04, 2019USD ($) | Mar. 31, 2020USD ($) | Aug. 30, 2019USD ($) | Jul. 31, 2019USD ($) |
Line of Credit Facility [Line Items] | ||||||||||
Letters of credit facility maximum borrowing capacity | $ 25,000,000 | |||||||||
Line of credit maturity date | Jan. 31, 2023 | |||||||||
Line of credit interest rate term | The interest rate charged on borrowings is selected at our discretion at the time of draw between the London Interbank Offered Rate, plus 0.75%, or at the Bank’s prime rate. | |||||||||
Outstanding borrowing | $ 0 | $ 0 | $ 23,700,000 | |||||||
Covenant description | We are required to maintain certain financial and non-financial covenants in accordance with the line of credit. The financial covenants require certain levels of leverage and profitability, such as (i) income before income taxes not to be less than $1.0 million (calculated at the end of each fiscal quarter on a trailing 12-month basis), (ii) a maximum ratio of 4.00 to 1.00 as of each quarter end for “Funded Debt to EBITDAR”, defined as the sum of total debt, capital leases and annual rent expense multiplied by six divided by the sum of net income, interest expense, taxes, depreciation, amortization and annual rent expense on a trailing 12-month basis, and (iii) requires minimum eligible inventory, cash, cash equivalents and marketable securities totaling $50.0 million as of the end of each quarter. In addition, maximum investment in fixed assets in any fiscal year of $50.0 million. | |||||||||
Net loss after taxes (not to exceed) | $ (17,395,000) | $ 677,000 | ||||||||
Balance sheet leverage | 4.7 | |||||||||
Multiplier used for Funded Debt to EBITDAR | 6 | |||||||||
Fixed charge coverage ratio | 0.8 | |||||||||
Debt covenant, minimum eligible inventory | $ 50,000,000 | $ 50,000,000 | ||||||||
Maximum | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Net loss after taxes (not to exceed) | $ (1,000,000) | |||||||||
Balance sheet leverage | 4 | |||||||||
Minimum | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Fixed charge coverage ratio | 1.25 | |||||||||
Stand-by and/or commercial letters of credit | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Letters of credit facility maximum borrowing capacity | $ 15,000,000 | |||||||||
Outstanding borrowing | $ 0 | $ 0 | ||||||||
Letters of credit outstanding, amount | $ 1,300,000 | $ 1,100,000 | ||||||||
LIBOR | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Line of credit, percentage point added to reference rate | 0.75% | |||||||||
Class A common stock | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Cash dividend (in dollars per share) | $ / shares | $ 1 | |||||||||
Common Stock (Class B) | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Common stock dividends declared | $ / shares | $ 1 | $ 0.70 | ||||||||
Subsequent Event | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Line of credit, percentage point added to reference rate | 0.90% |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets Based on Priority of Inputs to Valuation Technique Instruments (Details) - USD ($) $ in Thousands | May 02, 2020 | Feb. 01, 2020 | May 04, 2019 |
Money market securities | Level 1 | Cash equivalents | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Cash equivalents | $ 62,906 | $ 58,614 | $ 27,494 |
Money market securities | Level 2 | Cash equivalents | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Cash equivalents | 0 | 0 | 0 |
Money market securities | Level 3 | Cash equivalents | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Cash equivalents | 0 | 0 | 0 |
Commercial paper | Level 1 | Cash equivalents | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Cash equivalents | 0 | 0 | 0 |
Commercial paper | Level 1 | Marketable securities | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Marketable securities | 0 | 0 | 0 |
Commercial paper | Level 2 | Cash equivalents | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Cash equivalents | 0 | 0 | 0 |
Commercial paper | Level 2 | Marketable securities | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Marketable securities | 34,973 | 54,756 | 49,576 |
Commercial paper | Level 3 | Cash equivalents | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Cash equivalents | 0 | 0 | 0 |
Commercial paper | Level 3 | Marketable securities | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Marketable securities | $ 0 | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Thousands | 3 Months Ended | |
May 02, 2020USD ($)store | May 04, 2019USD ($)store | |
Fair Value Disclosures [Abstract] | ||
Number of stores with impairment | store | 5 | 0 |
Impairment of assets | $ | $ 333 | $ 0 |
Fair Value Measurements - Detai
Fair Value Measurements - Details of Impairment of Long-Lived Assets (Details) $ in Thousands | 3 Months Ended | |
May 02, 2020USD ($)store | May 04, 2019store | |
Fair Value Disclosures [Abstract] | ||
Carrying value of assets with impairment | $ | $ 536 | |
Fair value of assets impaired | $ | $ 203 | |
Number of stores tested for impairment | store | 12 | 3 |
Number of stores with impairment | store | 5 | 0 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
May 02, 2020 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting rate | 25.00% | |
Vesting period | 4 years | |
Expiration period | 10 years | |
Total unrecognized stock-based compensation expense related to unvested stock options and restricted stock grants | $ 4.9 | |
Weighted average recognition period | 2 years 10 months 30 days | |
Independent directors | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting rate | 50.00% | |
2012 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available for issuance (in shares) | 430,940 | |
2012 Plan | Class A common stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common shares authorized (in shares) | 6,613,900 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity Under Stock Option Plan (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
May 02, 2020USD ($)$ / sharesshares | |
Stock Options | |
Beginning balance (in shares) | shares | 1,993,187 |
Granted (in shares) | shares | 616,900 |
Forfeited (in shares) | shares | (3,000) |
Expired (in shares) | shares | 2,813 |
Ending balance (in shares) | shares | 2,604,274 |
Exercisable ending balance (in shares) | shares | 1,247,443 |
Grant Date Weighted Average Exercise Price | |
Beginning balance (in dollars per share) | $ 9.50 |
Granted (in dollars per share) | 4.12 |
Forfeited (in dollars per share) | 11.41 |
Expired (in dollars per share) | 11.33 |
Ending balance (in dollars per share) | 8.22 |
Exercisable ending balance (in dollars per share) | $ 9.04 |
Weighted Average Remaining Contractual Life (in Years) | |
Outstanding at end of period | 7 years 7 months 18 days |
Exercisable ending balance | 5 years 8 months 20 days |
Aggregate Intrinsic Value | |
Outstanding at end of period | $ | $ 892 |
Exercisable ending balance | $ | $ 0 |
Class A common stock | |
Aggregate Intrinsic Value | |
Market value per share (in dollars per share) | $ 5.57 |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions Used to Estimate Fair Value of Stock Options Granted (Details) - $ / shares | 3 Months Ended | |
May 02, 2020 | May 04, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Weighted average grant-date fair value per option granted (in dollars per share) | $ 2.05 | $ 5.50 |
Expected option term | 5 years 4 months | 5 years |
Weighted average expected volatility factor | 57.30% | 53.20% |
Weighted average risk-free interest rate | 0.40% | 2.40% |
Expected annual dividend yield | 0.00% | 0.00% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Status of Non-Vested Restricted Stock (Details) - Nonvested | May 02, 2020$ / sharesshares |
Restricted Stock | |
Beginning balance | shares | 51,920 |
Ending balance | shares | 51,920 |
Weighted Average Grant-Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 9.24 |
Ending balance (in dollars per share) | $ / shares | $ 9.24 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
May 02, 2020 | May 04, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | $ 501 | $ 529 |
Cost of goods sold | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | 146 | 116 |
Selling, general and administrative expenses | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total share-based compensation expense | $ 355 | $ 413 |
(Loss) Income Per Share - Compo
(Loss) Income Per Share - Components of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
May 02, 2020 | May 04, 2019 | |
Schedule of Earnings Per Share, Basic and Diluted, by Common Class [Line Items] | ||
Net (loss) income | $ (17,395) | $ 677 |
Weighted average basic shares outstanding (in shares) | 29,677 | 29,469 |
Dilutive effect of stock options and restricted stock | 0 | 339 |
Weighted average shares for diluted earnings per share (in shares) | 29,677 | 29,808 |
Class A and Class B common stock | ||
Schedule of Earnings Per Share, Basic and Diluted, by Common Class [Line Items] | ||
Basic earnings per share of Class A and Class B common stock (in dollars per share) | $ (0.59) | $ 0.02 |
Diluted earnings per share of Class A and Class B common stock (in dollars per share) | $ (0.59) | $ 0.02 |
(Loss) Income Per Share (Detail
(Loss) Income Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
May 02, 2020 | May 04, 2019 | |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock options and restricted stock excluded from the calculation of diluted earning per share | 0 | 1,073 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) - store | Jun. 08, 2020 | May 02, 2020 |
Subsequent Event [Line Items] | ||
Number of stores | 239 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Number of stores reopened | 213 | |
Percentage of stores reopened | 89.00% |