Document_And_Entity_Informatio
Document And Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 06, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'TILE SHOP HOLDINGS, INC. | ' |
Document Type | '10-Q | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 51,245,537 |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001552800 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Period End Date | 30-Jun-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
ASSETS | ' | ' |
Cash and cash equivalents | $3,526 | $1,761 |
Trade receivables, net | 2,004 | 1,198 |
Inventories | 63,892 | 72,067 |
Income tax receivable | 6,029 | 9,528 |
Deferred tax and other current assets, net | 5,330 | 7,150 |
Total Current Assets | 80,781 | 91,704 |
Property, plant and equipment, net | 137,922 | 125,317 |
Deferred taxes and other assets | 25,335 | 25,748 |
TOTAL ASSETS | 244,038 | 242,769 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ' | ' |
Accounts payable | 10,164 | 22,867 |
Other accrued liabilities | 17,309 | 17,118 |
Total Current Liabilities | 27,473 | 39,985 |
Long-term debt, net | 91,275 | 91,646 |
Capital lease obligation, net | 996 | 1,161 |
Deferred rent | 30,159 | 25,560 |
Other long-term liabilities | 4,103 | 4,554 |
TOTAL LIABILITIES | 154,006 | 162,906 |
Common stock, par value $0.0001; authorized: 100,000,000 shares; issued: 51,242,537, and 51,229,720 shares | 5 | 5 |
Preferred stock, par value $0.0001; authorized: 10,000,000 shares; issued: 0 shares | 0 | 0 |
Additional paid-in-capital | 172,350 | 169,719 |
Retained (deficit) earnings | -82,323 | -89,861 |
Total stockholders’ equity | 90,032 | 79,863 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $244,038 | $242,769 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Common stock, par value (in Dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 51,242,537 | 51,229,720 |
Preferred stock par value (in Dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Income (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Net sales | $66,665 | $58,123 | $131,044 | $114,958 |
Cost of sales | 20,163 | 17,257 | 39,609 | 33,719 |
Gross profit | 46,502 | 40,866 | 91,435 | 81,239 |
Selling, general and administrative expenses | 39,382 | 30,390 | 77,355 | 58,744 |
Income from operations | 7,120 | 10,476 | 14,080 | 22,495 |
Interest expense | 735 | 495 | 1,445 | 1,089 |
Change in fair value of warrants | ' | 2,374 | ' | 54,219 |
Other expense | 4 | 8 | 72 | 41 |
Income (loss) before income taxes | 6,381 | 7,599 | 12,563 | -32,854 |
Provision for income taxes | -2,553 | -4,015 | -5,025 | -8,279 |
Net income (loss) | $3,828 | $3,584 | $7,538 | ($41,133) |
Earnings (loss) per common share: | ' | ' | ' | ' |
Basic (in Dollars per share) | $0.08 | $0.07 | $0.15 | ($0.85) |
Diluted (in Dollars per share) | $0.07 | $0.07 | $0.15 | ($0.85) |
Weighted average shares outstanding: | ' | ' | ' | ' |
Basic (in Shares) | 51,003,063 | 51,556,088 | 51,001,589 | 48,224,049 |
Diluted (in Shares) | 51,323,770 | 53,259,250 | 51,361,967 | 48,224,049 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Cash Flows From Operating Activities | ' | ' |
Net income (loss) | $7,538 | ($41,133) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 9,327 | 6,511 |
Loss on disposals of property, plant and equipment | 135 | 62 |
Change in fair value of warrants | 0 | 54,219 |
Deferred rent | 4,599 | 3,506 |
Stock based compensation | 2,626 | 2,264 |
Deferred income taxes | ' | 353 |
Changes in operating assets and liabilities: | ' | ' |
Trade receivables | -806 | -528 |
Inventories | 8,175 | -11,794 |
Prepaid expenses and other current assets | 729 | -1,479 |
Accounts payable | -9,896 | 5,544 |
Income tax receivable/ payable | 3,499 | -4,148 |
Accrued expenses and other liabilities | 185 | 1,319 |
Net cash provided by operating activities | 26,111 | 14,696 |
Cash Flows From Investing Activities | ' | ' |
Proceeds from cash surrender value of life insurance policy | 677 | ' |
Purchases of property, plant and equipment | -25,434 | -21,845 |
Proceeds from the sale of property, plant and equipment | 212 | ' |
Net cash used in investing activities | -24,545 | -21,845 |
Cash Flows From Financing Activities | ' | ' |
Release of restricted cash | 754 | ' |
Payments of long-term debt and capital lease obligations | -13,531 | -30,326 |
Proceeds from long-term debt | 13,000 | 32,000 |
Repurchase of warrants | ' | -30,108 |
Repurchase of common units | ' | -46,000 |
Proceeds from exercise of warrants | ' | 82,413 |
Proceeds from exercise of stock options | 5 | ' |
Debt issuance costs | ' | -7 |
Security deposit | -29 | ' |
Net cash provided by financing activities | 199 | 7,972 |
Net change in cash | 1,765 | 823 |
Cash and cash equivalents beginning of period | 1,761 | 2,987 |
Cash and cash equivalents end of period | 3,526 | 3,810 |
Non cash items | ' | ' |
Reclassification of warrants from liability to equity | ' | 149,865 |
Purchases of property, plant and equipment included in accounts payable and accrued expenses | $1,976 | $2,532 |
Note_1_Organization_and_Nature
Note 1 - Organization and Nature of Business | 6 Months Ended |
Jun. 30, 2014 | |
Disclosure Text Block [Abstract] | ' |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | ' |
Note 1: Organization and Nature of Business | |
The Tile Shop, LLC (“The Tile Shop”) was formed on December 30, 2002, as a Delaware limited liability company and began operations on January 1, 2003. Tile Shop Holdings, Inc. (“Holdings,” and together with its wholly owned subsidiaries, the “Company”) was incorporated under the laws of the state of Delaware in August 2012 to become the parent Company of The Tile Shop, LLC. | |
The Company is engaged in the sale of tile and flooring products. The Company also fabricates or manufactures setting and maintenance materials in Michigan, Wisconsin, Virginia and Oklahoma. The Company’s primary market is retail sales to consumers; however, the Company does have sales to contractors. As of June 30, 2014, the Company had 98 stores in 30 states and an on-line retail operation. The Company also has distribution centers located in Wisconsin, Michigan, Virginia and Oklahoma. | |
The consolidated financial statements of the Company include the accounts of its wholly owned subsidiaries, and variable interest entities. All significant intercompany transactions have been eliminated in consolidation. |
Note_2_Unaudited_Consolidated_
Note 2 - Unaudited Consolidated Financial Statements | 6 Months Ended |
Jun. 30, 2014 | |
Unaudited Consolidated Financial Statements [Abstract] | ' |
Unaudited Consolidated Financial Statements [Text Block] | ' |
Note 2: Unaudited Consolidated Financial Statements | |
The information furnished in this report is unaudited and reflects all adjustments which are normal recurring adjustments that, in the opinion of management, are necessary to fairly present the operating results for the interim periods. The operating results for the interim periods presented are not necessarily indicative of the operating results to be expected for the full fiscal year. The unaudited interim condensed consolidated financial statements for the three and six months ended June 30, 2014 should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, previously filed with the Securities and Exchange Commission on February 28, 2014. |
Note_3_Summary_of_Selected_Sig
Note 3 - Summary of Selected Significant Accounting Polices | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Significant Accounting Policies [Text Block] | ' | ||||||||||||||||
Note 3: Summary of Selected Significant Accounting Polices | |||||||||||||||||
A detailed description of our significant accounting policies can be found in our most recent Annual Report filed on Form 10-K for the year ended December 31, 2013. There were no material changes in significant accounting policies during the six months ended June 30, 2014. | |||||||||||||||||
Inventories: | |||||||||||||||||
Inventories are stated at the lower of cost (determined on the first-in, first-out method) or market. Inventories consist primarily of merchandise held for sale. Inventories comprised of the following as June 30, 2014 and December 31, 2013: | |||||||||||||||||
(in thousands) | |||||||||||||||||
30-Jun-14 | 31-Dec-13 | ||||||||||||||||
Finished goods | $ | 56,584 | $ | 62,690 | |||||||||||||
Raw materials | 1,943 | 1,370 | |||||||||||||||
Finished goods in transit and prepaid inventory | 5,365 | 8,007 | |||||||||||||||
Total | $ | 63,892 | $ | 72,067 | |||||||||||||
Income taxes: | |||||||||||||||||
The Company's effective tax rate on net income before income taxes for the three month periods ended June 30, 2014 and 2013 was 40.0% and 52.8%, respectively. The Company’s effective tax rate on net income (loss) before income taxes for the six month periods ended June 30, 2014 and 2013 was 40.0% and (25.2%), respectively. The effective tax rate on net loss before income taxes for the six month period ending June 30, 2013 was due to the significant non-deductible expense for the change in warrant liability. For the three month periods ended June 30, 2014 and 2013, the Company recorded an income tax provision of $2.6 million and $4.0 million, respectively. For the six month periods ended June 30, 2014 and 2013, the Company recorded an income tax provision of $5.0 million and $8.3 million, respectively. | |||||||||||||||||
The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement basis and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carryforwards will result in a benefit based on expected profitability by tax jurisdiction. A valuation allowance for such tax assets and loss carryforwards is provided when it is determined to be more likely than not that the benefit of such deferred tax asset will not be realized in future periods. If it becomes more likely than not that a tax asset will not be realized, the related valuation allowance would be required. | |||||||||||||||||
Earnings Per Share: | |||||||||||||||||
Basic earnings per share is calculated by dividing net income (loss) by the weighted-average number of shares outstanding during the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding, after giving effect to all dilutive potential common shares outstanding during the period. For the six months ended June 30, 2013, diluted net loss per share is identical to basic net loss per share as all potentially dilutive securities have been excluded from the calculation of diluted net loss per common share because the inclusion of such securities would be anti-dilutive. | |||||||||||||||||
Basic and diluted earnings (loss) per share were calculated as follows: | |||||||||||||||||
(dollars in thousands) | (dollars in thousands) | ||||||||||||||||
For the three months Ended June 30, | For the six months Ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Net income (loss) | $ | 3,828 | $ | 3,584 | $ | 7,538 | $ | (41,133 | ) | ||||||||
Weighted average basic shares outstanding | 51,003,063 | 51,556,088 | 51,001,589 | 48,224,049 | |||||||||||||
Effect of diluted securities attributable to stock based awards | 320,707 | 1,703,162 | 360,378 | - | |||||||||||||
Weighted average diluted shares outstanding | 51,323,770 | 53,259,250 | 51,361,967 | 48,224,049 | |||||||||||||
Earnings per share from continuing operations: | |||||||||||||||||
Basic | $ | 0.08 | $ | 0.07 | $ | 0.15 | $ | (0.85 | ) | ||||||||
Dilutive | $ | 0.07 | $ | 0.07 | $ | 0.15 | $ | (0.85 | ) | ||||||||
Anti-dilutive securities excluded from EPS calculation | 920,118 | 32,804 | 875,620 | 2,740,623 | |||||||||||||
Note_4_Other_Accrued_Liabiliti
Note 4 - Other Accrued Liabilities | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | ' | ||||||||
Note 4: Other Accrued Liabilities | |||||||||
Other accrued liabilities consisted of the following at: | |||||||||
(in thousands) | |||||||||
30-Jun-14 | 31-Dec-13 | ||||||||
Customer deposits | $ | 4,561 | $ | 5,301 | |||||
Accrued wages and salaries | 2,915 | 2,905 | |||||||
Taxes - other | 2,423 | 1,783 | |||||||
Interest payable | 427 | 409 | |||||||
Sales return reserve | 3,100 | 2,850 | |||||||
Current portion of debt and capital lease obligation | 3,883 | 3,870 | |||||||
$ | 17,309 | $ | 17,118 | ||||||
Note_5_LongTerm_Debt
Note 5 - Long-Term Debt | 6 Months Ended |
Jun. 30, 2014 | |
Disclosure Text Block [Abstract] | ' |
Long-term Debt [Text Block] | ' |
Note 5: Long-term Debt | |
On October 3, 2012, the Company and its operating subsidiary, The Tile Shop, LLC, entered into a credit agreement with Bank of America, N.A. (the “Credit Agreement”). The Credit Agreement, as amended, provides the Company with a $120 million senior secured credit facility, comprised of a five-year $25 million term loan and a $95 million revolving line of credit. The Amended Credit Agreement is secured by virtually all of the assets of the Company, including but not limited to, inventory, receivables, equipment and real property. Borrowings pursuant to the Credit Agreement bear interest at either a base rate or a LIBOR-based rate, at the option of the Company. The LIBOR-based rate will range from LIBOR plus 1.75% to 2.25%, depending on The Tile Shop’s leverage ratio. The base rate is equal to the greatest of: (a) the Federal funds rate plus 0.50%, (b) the Bank of America “prime rate,” and (c) the Eurodollar rate plus 1.00%, in each case plus 0.75% to 1.25% depending on The Tile Shop’s leverage ratio. At June 30, 2014 and December 31, 2013 the base interest rate was 4.50% and 4.25%, respectively. At June 30, 2014 and December 31, 2013 the LIBOR-based interest rate was 2.481% and 2.408%, respectively. As of June 30, 2014 and December 31, 2013, the Company had outstanding borrowings rated to the revolving line of credit of $75.0 million and $73.5 million, respectively. The term loan requires quarterly principal payments of $875,000. The Credit Agreement contains customary events of default, conditions to borrowings, and restrictive covenants, including restrictions on the Company’s and The Tile Shop’s ability to dispose of assets, make acquisitions, incur additional debt, incur liens, make investments, or enter into transactions with affiliates on other than terms that could be obtained in an arm’s length transaction. The Credit Agreement also includes financial and other covenants including covenants to maintain certain fixed charge coverage ratios and rent adjusted leverage ratios. In addition, except with respect to pro rata payments made by The Tile Shop or other subsidiaries to the Company or any other equity owner of such entity, the Credit Agreement prohibits the payments of cash dividends. The Company was in compliance with the covenants during the six months ended June 30, 2014. On March 26, 2014, the Company completed an amendment to the Credit Facility which modified certain financial covenants to reflect the ongoing growth of the business. |
Note_6_Fair_Value_of_Financial
Note 6 - Fair Value of Financial Instruments | 6 Months Ended | ||
Jun. 30, 2014 | |||
Fair Value Disclosures [Abstract] | ' | ||
Fair Value Disclosures [Text Block] | ' | ||
Note 6: Fair Value of Financial Instruments | |||
These condensed consolidated financial statements include the following financial instruments: cash and cash equivalents, trade receivables, accounts payable, accrued expenses, capital leases, notes payable and debt. At June 30, 2014 and December 31, 2013, the carrying amount of the Company’s cash and cash equivalents and trade receivables, accounts payable and accrued expenses approximated their fair values due to their short-term maturities. The carrying value of the Company’s borrowings and capital lease obligation approximates fair value based upon the market interest rates available to the Company for debt and capital lease obligations with similar risk and maturities. | |||
Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. To measure fair value, the Company uses a three-tier valuation hierarchy based upon observable and non-observable inputs: | |||
Level 1 – Unadjusted quoted prices that are available in active markets for the identical assets or liabilities at the measurement date. | |||
Level 2 – Significant other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly, including: | |||
■ | Quoted prices for similar assets or liabilities in active markets; | ||
■ | Quoted prices for identical or similar assets in non-active markets; | ||
■ | Inputs other than quoted prices that are observable for the asset or liability; and | ||
■ | Inputs that are derived principally from or corroborated by other observable market data. | ||
Level 3 – Significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. | |||
Our common stock warrants were listed for trading on the OTC market. Warrant expense related to the change in fair value of the warrant liability was $0 and $2.4 million for the three months ended June 30, 2014 and 2013 and $0 and $54.2 million for the six months ended June 30, 2014 and 2013. |
Note_7_Equity_Incentive_Plans
Note 7 - Equity Incentive Plans | 6 Months Ended |
Jun. 30, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' |
Note 7: Equity Incentive Plans | |
Stock Options: | |
The Company measures and recognizes compensation expense for all stock option awards at fair value. The financial statements for the three and six months ended June 30, 2014 and 2013 include compensation cost for the portion of outstanding awards which have vested during those periods. The Company recognizes stock based compensation costs related to stock options on a straight-line basis over the requisite service period of the award, which is generally the option vesting term. For the three and six months ended June 30, 2014 total stock based compensation expense related to stock options was $0.8 million and $1.8 million, respectively. For the three and six months ended June 30, 2013 total stock based compensation expense related to stock options was $0.8 million and $1.6 million, respectively. Stock based compensation related to stock options is included in selling, general and administrative expenses in the accompanying condensed consolidated statements of income. | |
As of June 30, 2014, the Company had 2,352,749 outstanding stock option awards at a weighted average exercise price of $13.70. | |
Restricted stock: | |
The Company awards restricted common shares to selected employees, and non-employee directors. Recipients are not required to provide any consideration other than continued service. Company share awards are subject to certain restrictions on transfer, and all or part of the shares awarded may be subject to forfeiture upon the occurrence of certain events, including employment termination. The restricted stock is valued at its grant date fair value and expensed over the requisite service period or the vesting term of the awards. For the three and six months ended June 30, 2014 total stock based compensation expense related to restricted stock awards was $0.4 million and $0.8 million, respectively. For the three and six months ended June 30, 2013 total stock based compensation expense related to restricted stock awards was $0.3 million and $0.7 million, respectively. Stock based compensation related to restricted stock awards is included in selling, general and administrative expenses in the accompanying condensed consolidated statements of income. | |
As of June 30, 2014, the Company had 366,894 outstanding restricted common shares. |
Note_8_Warrants
Note 8 - Warrants | 6 Months Ended |
Jun. 30, 2014 | |
Warrants [Abstract] | ' |
Warrants [Text Block] | ' |
Note 8: Warrants | |
During 2012, the Company evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including common stock purchase warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed only to the issuer’s common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on its evaluation, the Company concluded that the warrants are not indexed to the Company’s common stock in the manner contemplated by ASC Section 815-40-15 because the transactions that will trigger the Price Reduction Provision are not inputs to the fair value of the warrants. Accordingly, the existence of the Price Reduction Provision in the warrants required us to classify the warrants as a derivative liability. | |
As of June 30, 2014 and December 31, 2013, the Company had no outstanding warrants. As of June 30, 2013, the change in fair value of warrants was $54.2 million. |
Note_9_New_Market_Tax_Credit
Note 9 - New Market Tax Credit | 6 Months Ended |
Jun. 30, 2014 | |
Investment Holdings [Abstract] | ' |
Investment Holdings [Text Block] | ' |
Note 9: New Market Tax Credit | |
In July 2013 we entered into a financing transaction with Chase Community Equity or “Chase,”, and U.S. Bank Community, LLC or “U.S. Bank”, collectively the “investors” related to a $19.1 million acquisition, rehabilitation and construction of our new distribution and manufacturing center in Durant, Oklahoma. The investors made a capital contribution to, and Tile Shop Lending made a loan to Chase New Market Tax Credit, The Tile Shop of Oklahoma Investment Fund, LLC, and The Tile Shop Investment Fund LLC, or the “Investment Funds,” under a qualified New Markets Tax Credit, or “NMTC,” program. The NMTC program was provided for in the Community Renewal Tax Relief Act of 2000, or the “Act,” and is intended to induce capital investment in qualified lower income communities. The Act permits taxpayers to claim credits against their Federal income taxes for up to 39% of qualified investments in the equity of community development entities, or “CDEs.” CDEs are privately managed investment institutions that are certified to make qualified low-income community investments, or “QLICIs.” | |
In July 2013 Tile Shop Lending loaned $13.5 million to the Investment Funds at an interest rate of 1.35% per year and with a maturity of September 30, 2043. The Investment Funds then contributed the loan to certain CDEs, which, in turn, loaned the funds on similar terms to Tile Shop of Oklahoma, LLC, our indirect, wholly-owned subsidiary. The proceeds of the loans from the CDEs (including loans representing the capital contribution made by the investors, net of syndication fees) were used to partially fund the new manufacturing and distribution center project. | |
In July 2013, the investors also contributed $5.6 million to the Investment Funds and, by virtue of such contribution, are entitled to substantially all of the tax benefits derived from the NMTCs, while we effectively received net loan proceeds equal to investor’s contributions to the Investment Fund. This transaction includes a put/call provision whereby we may be obligated or entitled to repurchase the investors’ interest. We believe that the investors will exercise the put option in September 2020 at the end of the recapture period. The value attributed to the put/call is de minimis. The NMTC is subject to 100% recapture for a period of seven years as provided in the Internal Revenue Code. We are required to be in compliance with various regulations and contractual provisions that apply to the NMTC arrangement. Non-compliance with applicable requirements could result in projected tax benefits not being realized and, therefore, could require us to indemnify the investors for any loss or recapture of NMTCs related to the financing until such time as our obligation to deliver tax benefits is relieved. We do not anticipate any credit recaptures will be required in connection with this arrangement. | |
We have determined that the financing arrangement with the Investment Funds and CDEs contains a variable interest entity, or “VIE.” The ongoing activities of the Investment Funds – collecting and remitting interest and fees and NMTC compliance – were all considered in the initial design and are not expected to significantly affect economic performance throughout the life of the Investment Funds. Management considered the contractual arrangements that obligate us to deliver tax benefits and provide various other guarantees to the structure; Chase’s and U.S. Bank Community LLC’s lack of a material interest in the underling economics of the project; and the fact that we are obligated to absorb losses of the Investment Fund. We concluded that we are the primary beneficiary of the VIE and consolidated the Investment Funds, as a VIE, in accordance with the accounting standards for consolidation. Chase’s and U.S. Bank Community LLC’s contributions of $4.4 million, net of syndication fees, are included in cash, restricted cash, and other long-term liabilities in the accompanying consolidated balance sheet. The benefit of this net $4.4 million contribution will be recognized as a decrease in depreciation expense as we amortize the contribution liability over the seven-year compliance period as it is being earned through our on-going compliance with the conditions of the NMTC program. Direct costs of $1.0 million incurred in structuring the financing arrangement are deferred and will be recognized as expense over the term of the loans (40 years). Incremental costs to maintain the structure during the compliance period are recognized as incurred. The restricted cash was released in the first quarter of 2014. |
Note_10_New_Accounting_Pronoun
Note 10 - New Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2014 | |
Disclosure Text Block [Abstract] | ' |
Description of New Accounting Pronouncements Not yet Adopted [Text Block] | ' |
Note 10: New Accounting Pronouncements | |
In May 2014, the Financial Accounting Standards Board issued a final standard on revenue from contracts with customers. The new standard sets forth a single comprehensive model for recognizing and reporting revenue. The new standard is effective for the Company in its fiscal year 2017, and permits the use of either a retrospective or a cumulative effect transition model. The Company is currently assessing the impact of implementing the new guidance on its consolidated financial statements. |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Inventory, Policy [Policy Text Block] | ' | ||||||||||||||||
Inventories: | |||||||||||||||||
Inventories are stated at the lower of cost (determined on the first-in, first-out method) or market. Inventories consist primarily of merchandise held for sale. Inventories comprised of the following as June 30, 2014 and December 31, 2013: | |||||||||||||||||
(in thousands) | |||||||||||||||||
30-Jun-14 | 31-Dec-13 | ||||||||||||||||
Finished goods | $ | 56,584 | $ | 62,690 | |||||||||||||
Raw materials | 1,943 | 1,370 | |||||||||||||||
Finished goods in transit and prepaid inventory | 5,365 | 8,007 | |||||||||||||||
Total | $ | 63,892 | $ | 72,067 | |||||||||||||
Income Tax, Policy [Policy Text Block] | ' | ||||||||||||||||
Income taxes: | |||||||||||||||||
The Company's effective tax rate on net income before income taxes for the three month periods ended June 30, 2014 and 2013 was 40.0% and 52.8%, respectively. The Company’s effective tax rate on net income (loss) before income taxes for the six month periods ended June 30, 2014 and 2013 was 40.0% and (25.2%), respectively. The effective tax rate on net loss before income taxes for the six month period ending June 30, 2013 was due to the significant non-deductible expense for the change in warrant liability. For the three month periods ended June 30, 2014 and 2013, the Company recorded an income tax provision of $2.6 million and $4.0 million, respectively. For the six month periods ended June 30, 2014 and 2013, the Company recorded an income tax provision of $5.0 million and $8.3 million, respectively. | |||||||||||||||||
The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement basis and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carryforwards will result in a benefit based on expected profitability by tax jurisdiction. A valuation allowance for such tax assets and loss carryforwards is provided when it is determined to be more likely than not that the benefit of such deferred tax asset will not be realized in future periods. If it becomes more likely than not that a tax asset will not be realized, the related valuation allowance would be required. | |||||||||||||||||
Earnings Per Share, Policy [Policy Text Block] | ' | ||||||||||||||||
Earnings Per Share: | |||||||||||||||||
Basic earnings per share is calculated by dividing net income (loss) by the weighted-average number of shares outstanding during the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding, after giving effect to all dilutive potential common shares outstanding during the period. For the six months ended June 30, 2013, diluted net loss per share is identical to basic net loss per share as all potentially dilutive securities have been excluded from the calculation of diluted net loss per common share because the inclusion of such securities would be anti-dilutive. | |||||||||||||||||
Basic and diluted earnings (loss) per share were calculated as follows: | |||||||||||||||||
(dollars in thousands) | (dollars in thousands) | ||||||||||||||||
For the three months Ended June 30, | For the six months Ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Net income (loss) | $ | 3,828 | $ | 3,584 | $ | 7,538 | $ | (41,133 | ) | ||||||||
Weighted average basic shares outstanding | 51,003,063 | 51,556,088 | 51,001,589 | 48,224,049 | |||||||||||||
Effect of diluted securities attributable to stock based awards | 320,707 | 1,703,162 | 360,378 | - | |||||||||||||
Weighted average diluted shares outstanding | 51,323,770 | 53,259,250 | 51,361,967 | 48,224,049 | |||||||||||||
Earnings per share from continuing operations: | |||||||||||||||||
Basic | $ | 0.08 | $ | 0.07 | $ | 0.15 | $ | (0.85 | ) | ||||||||
Dilutive | $ | 0.07 | $ | 0.07 | $ | 0.15 | $ | (0.85 | ) | ||||||||
Anti-dilutive securities excluded from EPS calculation | 920,118 | 32,804 | 875,620 | 2,740,623 |
Note_3_Summary_of_Selected_Sig1
Note 3 - Summary of Selected Significant Accounting Polices (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Schedule of Inventory, Current [Table Text Block] | ' | ||||||||||||||||
(in thousands) | |||||||||||||||||
30-Jun-14 | 31-Dec-13 | ||||||||||||||||
Finished goods | $ | 56,584 | $ | 62,690 | |||||||||||||
Raw materials | 1,943 | 1,370 | |||||||||||||||
Finished goods in transit and prepaid inventory | 5,365 | 8,007 | |||||||||||||||
Total | $ | 63,892 | $ | 72,067 | |||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | ||||||||||||||||
(dollars in thousands) | (dollars in thousands) | ||||||||||||||||
For the three months Ended June 30, | For the six months Ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Net income (loss) | $ | 3,828 | $ | 3,584 | $ | 7,538 | $ | (41,133 | ) | ||||||||
Weighted average basic shares outstanding | 51,003,063 | 51,556,088 | 51,001,589 | 48,224,049 | |||||||||||||
Effect of diluted securities attributable to stock based awards | 320,707 | 1,703,162 | 360,378 | - | |||||||||||||
Weighted average diluted shares outstanding | 51,323,770 | 53,259,250 | 51,361,967 | 48,224,049 | |||||||||||||
Earnings per share from continuing operations: | |||||||||||||||||
Basic | $ | 0.08 | $ | 0.07 | $ | 0.15 | $ | (0.85 | ) | ||||||||
Dilutive | $ | 0.07 | $ | 0.07 | $ | 0.15 | $ | (0.85 | ) | ||||||||
Anti-dilutive securities excluded from EPS calculation | 920,118 | 32,804 | 875,620 | 2,740,623 |
Note_4_Other_Accrued_Liabiliti1
Note 4 - Other Accrued Liabilities (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
Schedule of Accrued Liabilities [Table Text Block] | ' | ||||||||
(in thousands) | |||||||||
30-Jun-14 | 31-Dec-13 | ||||||||
Customer deposits | $ | 4,561 | $ | 5,301 | |||||
Accrued wages and salaries | 2,915 | 2,905 | |||||||
Taxes - other | 2,423 | 1,783 | |||||||
Interest payable | 427 | 409 | |||||||
Sales return reserve | 3,100 | 2,850 | |||||||
Current portion of debt and capital lease obligation | 3,883 | 3,870 | |||||||
$ | 17,309 | $ | 17,118 |
Note_1_Organization_and_Nature1
Note 1 - Organization and Nature of Business (Details) | Jun. 30, 2014 |
Disclosure Text Block [Abstract] | ' |
Number of Stores | 98 |
Number of States in which Entity Operates | 30 |
Note_3_Summary_of_Selected_Sig2
Note 3 - Summary of Selected Significant Accounting Polices (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Accounting Policies [Abstract] | ' | ' | ' | ' |
Effective Income Tax Rate Reconciliation, Percent | 40.00% | 52.80% | 40.00% | -25.20% |
Income Tax Expense (Benefit) | $2,553 | $4,015 | $5,025 | $8,279 |
Note_3_Summary_of_Selected_Sig3
Note 3 - Summary of Selected Significant Accounting Polices (Details) - Components of Inventory (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Components of Inventory [Abstract] | ' | ' |
Finished goods | $56,584 | $62,690 |
Raw materials | 1,943 | 1,370 |
Finished goods in transit and prepaid inventory | 5,365 | 8,007 |
Total | $63,892 | $72,067 |
Note_3_Summary_of_Selected_Sig4
Note 3 - Summary of Selected Significant Accounting Polices (Details) - Basic and Diluted Earnings (Loss) Per Share (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Basic and Diluted Earnings (Loss) Per Share [Abstract] | ' | ' | ' | ' |
Net income (loss) (in Dollars) | $3,828 | $3,584 | $7,538 | ($41,133) |
Weighted average basic shares outstanding | 51,003,063 | 51,556,088 | 51,001,589 | 48,224,049 |
Effect of diluted securities attributable to stock based awards | 320,707 | 1,703,162 | 360,378 | ' |
Weighted average diluted shares outstanding | 51,323,770 | 53,259,250 | 51,361,967 | 48,224,049 |
Earnings per share from continuing operations: | ' | ' | ' | ' |
Basic (in Dollars per share) | $0.08 | $0.07 | $0.15 | ($0.85) |
Dilutive (in Dollars per share) | $0.07 | $0.07 | $0.15 | ($0.85) |
Anti-dilutive securities excluded from EPS calculation | 920,118 | 32,804 | 875,620 | 2,740,623 |
Note_4_Other_Accrued_Liabiliti2
Note 4 - Other Accrued Liabilities (Details) - Components of Accrued Liabilities (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Components of Accrued Liabilities [Abstract] | ' | ' |
Customer deposits | $4,561 | $5,301 |
Accrued wages and salaries | 2,915 | 2,905 |
Taxes - other | 2,423 | 1,783 |
Interest payable | 427 | 409 |
Sales return reserve | 3,100 | 2,850 |
Current portion of debt and capital lease obligation | 3,883 | 3,870 |
$17,309 | $17,118 |
Note_5_LongTerm_Debt_Details
Note 5 - Long-Term Debt (Details) (USD $) | Oct. 03, 2012 | Oct. 03, 2012 | Jun. 30, 2014 | Dec. 31, 2013 | Oct. 03, 2012 | Jun. 30, 2014 | Dec. 31, 2013 | Oct. 03, 2012 | Oct. 03, 2012 | Jun. 30, 2014 | Dec. 31, 2013 | Oct. 03, 2012 | Oct. 03, 2012 |
Term Loan [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | Base Rate [Member] | Base Rate [Member] | Minimum [Member] | Maximum [Member] | ||
Minimum [Member] | Maximum [Member] | ||||||||||||
Note 5 - Long-Term Debt (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity (in Dollars) | $120,000,000 | ' | ' | ' | $95,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Term | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount (in Dollars) | ' | 25,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Basis Spread on Variable Rate | ' | ' | ' | ' | ' | ' | ' | 1.75% | 2.25% | ' | ' | ' | ' |
Debt Instrument Basis Spread On Federal Funds Rate | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument Basis Spread On Eurodollar Rate | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.75% | 1.25% |
Debt Instrument, Interest Rate, Effective Percentage | ' | ' | ' | ' | ' | 2.48% | 2.41% | ' | ' | 4.50% | 4.25% | ' | ' |
Long-term Line of Credit (in Dollars) | ' | ' | 75,000,000 | 73,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Periodic Payment, Principal (in Dollars) | ' | $875,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note_6_Fair_Value_of_Financial1
Note 6 - Fair Value of Financial Instruments (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Fair Value Disclosures [Abstract] | ' | ' | ' | ' |
Fair Value Adjustment of Warrants | $0 | $2,400 | $0 | $54,219 |
Note_7_Equity_Incentive_Plans_
Note 7 - Equity Incentive Plans (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Note 7 - Equity Incentive Plans (Details) [Line Items] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number (in Shares) | 2,352,749 | ' | 2,352,749 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price (in Dollars per share) | $13.70 | ' | $13.70 | ' |
Selling, General and Administrative Expenses [Member] | Employee Stock Option [Member] | ' | ' | ' | ' |
Note 7 - Equity Incentive Plans (Details) [Line Items] | ' | ' | ' | ' |
Allocated Share-based Compensation Expense | $0.80 | $0.80 | $1.80 | $1.60 |
Selling, General and Administrative Expenses [Member] | Restricted Stock [Member] | ' | ' | ' | ' |
Note 7 - Equity Incentive Plans (Details) [Line Items] | ' | ' | ' | ' |
Allocated Share-based Compensation Expense | $0.40 | $0.30 | $0.80 | $0.70 |
Restricted Stock [Member] | ' | ' | ' | ' |
Note 7 - Equity Incentive Plans (Details) [Line Items] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number (in Shares) | 366,894 | ' | 366,894 | ' |
Note_8_Warrants_Details
Note 8 - Warrants (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 |
Warrants [Abstract] | ' | ' | ' | ' | ' |
Class of Warrant or Right, Outstanding | 0 | ' | 0 | ' | 0 |
Fair Value Adjustment of Warrants (in Dollars) | $0 | $2,400 | $0 | $54,219 | ' |
Note_9_New_Market_Tax_Credit_D
Note 9 - New Market Tax Credit (Details) (USD $) | 1 Months Ended |
In Millions, unless otherwise specified | Jul. 31, 2013 |
Note 9 - New Market Tax Credit (Details) [Line Items] | ' |
Tax Credits, Maximum Percent of Qualifying Investments | 39.00% |
Financing Agreement with Investment Funds and CDEs [Member] | Tile Shop Lending [Member] | ' |
Note 9 - New Market Tax Credit (Details) [Line Items] | ' |
Variable Interest Entity, Contribution | 13.5 |
Debt Instrument, Interest Rate, Stated Percentage | 1.35% |
Deferred Finance Costs, Gross | 1 |
Financing Agreement with Investment Funds and CDEs [Member] | Chase and US Bank [Member] | ' |
Note 9 - New Market Tax Credit (Details) [Line Items] | ' |
Variable Interest Entity, Contribution | 5.6 |
Contributed Capital Net Proceeds | 4.4 |
Financing Agreement with Investment Funds and CDEs [Member] | Investors and Tile Shop Lending [Member] | ' |
Note 9 - New Market Tax Credit (Details) [Line Items] | ' |
Debt Instrument, Term | '40 years |
Financing Agreement with Investment Funds and CDEs [Member] | ' |
Note 9 - New Market Tax Credit (Details) [Line Items] | ' |
Variable Interest Entity, Contribution | 19.1 |