Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 19, 2016 | Jun. 30, 2015 | |
Entity Registrant Name | TILE SHOP HOLDINGS, INC. | ||
Entity Central Index Key | 1,552,800 | ||
Trading Symbol | tts | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding (in shares) | 51,437,973 | ||
Entity Public Float | $ 534,784,518 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and Cash Equivalents, at Carrying Value | $ 10,330,000 | $ 5,759,000 |
Restricted cash | 219,000 | 219,000 |
Trade receivables, net | 1,966,000 | 1,712,000 |
Inventories | 69,878,000 | 68,857,000 |
Prepaid inventory | 568,000 | 345,000 |
Income tax receivable | 735,000 | 4,937,000 |
Other current assets, net | 3,656,000 | 2,791,000 |
Total Current Assets | 87,352,000 | 84,620,000 |
Property, plant and equipment, net | 135,115,000 | 139,294,000 |
Deferred tax assets | 20,846,000 | 26,589,000 |
Other assets | 2,122,000 | 1,687,000 |
Total Assets | 245,435,000 | 252,190,000 |
Current liabilities: | ||
Accounts payable | 14,584,000 | 13,759,000 |
Current portion of long-term debt | 5,095,000 | $ 3,595,000 |
Income tax payable | 1,101,000 | |
Other accrued liabilities | 19,327,000 | $ 14,798,000 |
Total Current Liabilities | 40,107,000 | 32,152,000 |
Debt obligations, net of current portion | 51,255,000 | 88,525,000 |
Capital lease obligation | 797,000 | 890,000 |
Deferred rent | 34,983,000 | 33,163,000 |
Other long-term liabilities | 3,092,000 | 3,765,000 |
Total Liabilities | 130,234,000 | 158,495,000 |
Stockholders’ Equity: | ||
Common stock, par value $0.0001; authorized: 100,000,000 shares; issued and outstanding: 51,437,973 and 51,314,005 shares, respectively | 5,000 | 5,000 |
Preferred stock, par value $0.0001; authorized: 10,000,000 shares; issued and outstanding: 0 shares | 0 | 0 |
Additional paid-in-capital | 180,192,000 | 174,371,000 |
Accumulated deficit | (64,985,000) | $ (80,681,000) |
Accumulated other comprehensive (loss) income | (11,000) | |
Total Stockholders' Equity | 115,201,000 | $ 93,695,000 |
Total Liabilities and Stockholders' Equity | $ 245,435,000 | $ 252,190,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Common Stock, Par Value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized (in shares) | 100,000,000 | 100,000,000 |
Common Stock, Shares Issued (in shares) | 51,437,973 | 51,314,005 |
Common Stock, Shares Outstanding (in shares) | 51,437,973 | 51,314,005 |
Preferred Stock, Par Value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued (in shares) | 0 | 0 |
Preferred Stock, Shares Outstanding (in shares) | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net sales | $ 292,987 | $ 257,192 | $ 229,564 |
Cost of sales | 89,377 | 78,300 | 68,755 |
Gross profit | 203,610 | 178,892 | 160,809 |
Selling, general and administrative expenses | 174,384 | 157,316 | 127,731 |
Income from operations | 29,226 | 21,576 | 33,078 |
Interest expense | $ 2,584 | $ 3,141 | 2,581 |
Change in fair value of warrants | 54,219 | ||
Other income (expense) | $ 130 | $ (506) | 4 |
Income (loss) before income taxes | 26,772 | 17,929 | (23,718) |
Provision for income taxes | 11,076 | 7,382 | 11,942 |
Net income (loss) | $ 15,696 | $ 10,547 | $ (35,660) |
Income (loss) per common share: | |||
Basic (in dollars per share) | $ 0.31 | $ 0.21 | $ (0.72) |
Diluted (in dollars per share) | $ 0.31 | $ 0.21 | $ (0.72) |
Weighted average shares outstanding: | |||
Basic (in shares) | 51,161,059 | 51,015,354 | 49,600,396 |
Diluted (in shares) | 51,304,982 | 51,029,790 | 49,600,396 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net income (loss) | $ 15,696 | $ 10,547 | $ (35,660) |
Other comprehensive (loss) income | |||
Currency translation adjustment | (11) | ||
Other comprehensive (loss) income | (11) | ||
Comprehensive income (loss) | $ 15,685 | $ 10,547 | $ (35,660) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Balance at (in shares) at Dec. 31, 2012 | 43,177,822 | |||||
Balance at at Dec. 31, 2012 | $ 4,000 | $ 9,434,000 | $ (55,568,000) | $ (46,130,000) | ||
Exercise of warrants (in shares) | 7,166,381 | |||||
Exercise of warrants | $ 1,000 | 82,413,000 | 82,414,000 | |||
Repurchase of warrants | (30,108,000) | (30,108,000) | ||||
Non-cash exercise of warrants (in shares) | 2,790,061 | |||||
Non-cash exercise of warrants | (1,000) | (1,000) | ||||
Reclass warrant liability to equity | 149,865,000 | 149,865,000 | ||||
Common stock repurchase (in shares) | (1,986,290) | |||||
Common stock repurchase | (46,000,000) | (46,000,000) | ||||
Issuance of restricted shares (in shares) | 64,230 | |||||
Stock based compensation | 4,680,000 | $ 4,680,000 | ||||
Stock option exercises (in shares) | 17,516 | 22,999 | ||||
Stock option exercises | 100,000 | $ 100,000 | ||||
Adjustment to merger consideration | (1,102,000) | (1,102,000) | ||||
Net loss | (35,660,000) | (35,660,000) | ||||
Balance at (in shares) at Dec. 31, 2013 | 51,229,720 | |||||
Balance at at Dec. 31, 2013 | $ 5,000 | 169,719,000 | (91,228,000) | 78,496,000 | ||
Issuance of restricted shares (in shares) | 76,066 | |||||
Stock based compensation | 4,617,000 | $ 4,617,000 | ||||
Stock option exercises (in shares) | 8,219 | 15,917 | ||||
Stock option exercises | 35,000 | $ 35,000 | ||||
Net loss | 10,547,000 | $ 10,547,000 | ||||
Balance at (in shares) at Dec. 31, 2014 | 51,314,005 | 51,314,005 | ||||
Balance at at Dec. 31, 2014 | $ 5,000 | 174,371,000 | $ (80,681,000) | $ 93,695,000 | ||
Issuance of restricted shares (in shares) | 54,036 | |||||
Stock based compensation | 5,545,000 | $ 5,545,000 | ||||
Stock option exercises (in shares) | 69,932 | 69,932 | ||||
Stock option exercises | 276,000 | $ 276,000 | ||||
Net loss | $ 15,696,000 | $ 15,696,000 | ||||
Balance at (in shares) at Dec. 31, 2015 | 51,437,973 | 51,437,973 | ||||
Balance at at Dec. 31, 2015 | $ 5,000 | $ 180,192,000 | $ (64,985,000) | $ (11,000) | $ 115,201,000 | |
Issuance of restricted shares | ||||||
Foreign currency translation adjustments | $ (11,000) | $ (11,000) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash Flows From Operating Activities | |||
Net income (loss) | $ 15,696,000 | $ 10,547,000 | $ (35,660,000) |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation & amortization | 22,236,000 | 19,925,000 | 14,316,000 |
Amortization of debt issuance costs | 308,000 | $ 210,000 | $ 148,000 |
Debt issuance cost writeoff | 194,000 | ||
Loss on disposals of property, plant and equipment | $ 143,000 | $ 633,000 | $ 101,000 |
Change in fair value of warrants | 54,219,000 | ||
Deferred rent | $ 2,785,000 | $ 7,364,000 | 6,977,000 |
Stock based compensation | 5,545,000 | 4,617,000 | 4,680,000 |
Deferred income taxes | 5,743,000 | 1,190,000 | 3,788,000 |
Changes in operating assets and liabilities: | |||
Trade receivables | (254,000) | (514,000) | (189,000) |
Inventories | (1,021,000) | (1,101,000) | (20,866,000) |
Prepaid expenses and other current assets | (1,387,000) | 3,675,000 | 2,173,000 |
Accounts payable | 945,000 | (5,174,000) | 2,013,000 |
Income tax receivable/ payable | $ 5,304,000 | $ 4,591,000 | (6,999,000) |
Payment of deferred compensation | (6,171,000) | ||
Accrued expenses and other liabilities | $ 4,027,000 | $ 1,238,000 | 2,681,000 |
Net cash provided by operating activities | $ 60,264,000 | 47,201,000 | $ 21,211,000 |
Cash Flows From Investing Activities | |||
Proceeds from cash surrender value of life insurance policy | 687,000 | ||
Change in value of life insurance policy | (10,000) | $ (86,000) | |
Purchases of property, plant and equipment | $ (18,994,000) | (41,229,000) | (52,869,000) |
Net cash used in investing activities | $ (18,994,000) | (40,552,000) | (52,955,000) |
Cash Flows From Financing Activities | |||
Release of restricted cash | 766,000 | 2,471,000 | |
Payments of long-term debt and capital lease obligations | $ (124,025,000) | (26,412,000) | (3,714,000) |
Advances on line of credit | $ 88,000,000 | $ 23,000,000 | 25,566,000 |
Repurchase of warrants | (30,108,000) | ||
Repurchase of common units | (46,000,000) | ||
Proceeds from exercise of warrants | 82,413,000 | ||
Proceeds from exercise of stock options | $ 276,000 | $ 35,000 | 100,000 |
Debt issuance costs | (968,000) | (300,000) | |
Security deposits | 29,000 | $ (40,000) | 90,000 |
Net cash (used in) provided by financing activities | (36,688,000) | $ (2,651,000) | $ 30,518,000 |
Effect of exchange rate changes on cash | (11,000) | ||
Net change in cash | 4,571,000 | $ 3,998,000 | $ (1,226,000) |
Cash and cash equivalents beginning of period | 5,759,000 | 1,761,000 | 2,987,000 |
Cash and cash equivalents end of period | 10,330,000 | 5,759,000 | 1,761,000 |
Increase (decrease) in fixed assets through accounts payable | (120,000) | (3,934,000) | 4,783,000 |
Cash paid for interest | 2,692,000 | 3,146,000 | 2,521,000 |
Cash paid for income taxes, net of refunds | $ 22,000 | $ 2,792,000 | $ 15,006,000 |
Note 1 - Summary of Significant
Note 1 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | Note 1: Summary of Significant Accounting Policies Nature of Business: Tile Shop Holdings, Inc. (“Holdings”, and together with its wholly owned subsidiaries, the “Company”) was incorporated in Delaware in June 2012. On August 21, 2012, Holdings consummated the transactions contemplated pursuant to that certain Contribution and Merger Agreement dated as of June 27, 2012, among Holdings, JWC Acquisition Corp., a publicly-held Delaware corporation (“JWCAC”), The Tile Shop, LLC, a privately-held Delaware limited liability company (“The Tile Shop”), and certain other parties. Through a series of transactions, The Tile Shop was contributed to and became a subsidiary of Holdings and Holdings effected a business combination with and became a successor issuer to JWCAC. These transactions are referred to herein as the “Business Combination.” The Company offers a wide selection of manufactured and natural stone tiles, setting and maintenance materials, and related accessories in retail locations across much of the United States. The Company’s assortment includes over 4,000 products from around the world that consist of natural stone, ceramic, porcelain, glass, and metal tiles. Natural stone products including marble, granite, quartz, sandstone, travertine, slate, and onyx tiles. The majority of the tile products are sold under the Company's proprietary Rush River and Fired Earth brands. The Company purchases tile products, accessories and tools directly from its network of vendors. The Company manufactures its own setting and maintenance materials, such as thinset, grout, and sealers under the Superior brand name. As of December 31, 2015, the Company operated 114 stores in 31 states, with an average size of approximately 21,800 square feet. The Company also sells products on its website. Basis of Presentation: The consolidated financial statements of Holdings include the accounts of its wholly owned subsidiaries, and variable interest entities. See Note 11, “New Market Tax Credit,” for the discussion of financing arrangements involving certain entities that are variable interest entities that are included in these consolidated financial statements. All significant intercompany transactions have been eliminated in consolidation. Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting practices of the United States (GAAP) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. The amount of assets and liabilities reported on the Company's balance sheets and the amounts of income and expenses reported for each of the periods presented are affected by estimates and assumptions, which are used for, but not limited to, the accounting for revenue recognition and related reserves for sales returns, useful lives of property, plant and equipment, determining impairment on long-lived assets, valuation of inventory, compensation expense on stock based compensation plans and income taxes. Actual results may differ from these estimates. Cash and Cash Equivalents: The Company had cash and cash equivalents of $10.3 million and $5.8 million at December 31, 2015, and 2014, respectively. The Company considers all highly liquid investments with a maturity date of three months or less when purchased to be cash equivalents. The Company accepts a range of debit and credit cards, and these transactions are generally transmitted to a bank for reimbursement within 24 hours. The payments due from the banks for these debit and credit card transactions are generally received, or settle, within 24 to 48 hours of the transmission date. The Company considers all debit and credit card transactions that settle in less than seven days to be cash and cash equivalents. Amounts due from the banks for these transactions classified as cash and cash equivalents totaled $1.8 million and $1.9 million at December 31, 2015 and December 31, 2014, respectively. Restricted Cash Cash and cash equivalents that are restricted as to withdrawal or are under the terms of certain contractual arrangements are included in the restricted balance on the balance sheet. Trade Receivables: Trade receivables are carried at original invoice amount less an estimate made for doubtful accounts. Management determines the allowance for doubtful accounts on a specific identification basis as well as by using historical experience applied to an aging of accounts. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. The allowance for doubtful accounts was $113,500 and $69,500 as of December 31, 2015 and 2014, respectively. The Company does not accrue interest on accounts receivable. Inventories: Inventories are stated at the lower of cost (determined using the weighted average cost method) or market. Inventories consist primarily of merchandise held for sale. Inventories were comprised of the following at December 31, 2015 and 2014: (in thousands) 2015 2014 Finished goods $ 59,503 $ 58,323 Raw materials 2,681 2,356 Finished goods in transit 7,694 8,178 Total $ 69,878 $ 68,857 The Company provides provisions for losses related to shrinkage and other amounts that are not otherwise expected to be fully recoverable. These provisions are calculated based on historical shrinkage, selling price, margin and current business trends. Income Taxes: 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 carry forwards will result in a benefit based on expected profitability by tax jurisdiction. A valuation allowance for such tax assets and loss carry forwards 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 be used, the related valuation allowance on such assets would be reduced. The Company records interest and penalties relating to uncertain tax positions in income tax expense. As of December 31, 2015 and 2014, the Company has not recognized any liabilities for uncertain tax positions nor has the Company accrued interest and penalties related to uncertain tax positions. Revenue Recognition: The Company recognizes sales at the time that the customer takes possession of the merchandise or when final delivery of the product has occurred. The Company recognizes service revenue, which consists primarily of freight charges for home delivery, when the service has been rendered. The Company is required to charge and collect sales and other taxes on sales to the Company's customers and remit these taxes back to government authorities. Total revenues do not include sales tax because the Company is a pass-through conduit for collecting and remitting sales tax. Sales are reduced by an allowance for anticipated sales returns that the Company estimates based on historical returns. The process to establish a sales return reserve contains uncertainties because it requires management to make assumptions and to apply judgment to estimate future returns and exchanges. The customer may receive a refund or exchange the original product for a replacement of equal or similar quality for a period of six months from the time of original purchase. Products received back under this policy are reconditioned pursuant to state laws and resold. The Company generally requires customers to pay a deposit when purchasing inventory that is not regularly carried at the store location, or not currently in stock. These deposits are included in other accrued liabilities until the customer takes possession of the merchandise. Sales Return Reserve Customers may return purchased items for an exchange or refund. The Company records a reserve for estimated product returns, net of cost of sales based on historical return trends together with current product sales performance. A summary of activity in the Company's sales returns reserve are as follows (in thousands): 2015 2014 2013 Balance at beginning of year $ 3,292 $ 2,850 $ 1,815 Additions for sales returns 26,522 28,517 25,387 Deductions from reserve (27,033 ) (28,075 ) (24,352 ) Balance at end of year $ 2,781 $ 3,292 $ 2,850 Cost of Sales and Selling, General and Administrative Expenses The following table illustrates the primary costs classified in each major expense category: Cost of Sales ● Cost of product sold; ● Freight expenses to bring products into the Company's distribution centers; ● Custom and duty expenses; ● Customer shipping and handling expenses; ● Physical inventory losses; ● Costs incurred at distribution centers in connection with the receiving process; ● Labor and overhead costs incurred to manufacture inventory Selling, General & Administrative Expenses (SG&A) ● All other payroll and benefit costs for retail, corporate and distribution employees; ● Occupancy, utilities and maintenance costs of retail and corporate facilities; ● Freight expenses to move inventory from the Company's distribution centers to the Company's stores; ● Depreciation and amortization; ● Advertising costs Stock Based Compensation: The Company recognizes expense for its stock-based compensation based on the fair value of the awards that are granted. Compensation expense is recognized only for those awards expected to vest, with forfeitures estimated at the date of grant based on historical experience and future expectations. The Company may issue incentive awards in the form of stock options, restricted stock awards and other equity awards to employees and non-employee directors. Compensation cost is recognized ratably over the requisite service period of the related stock-based compensation award. Concentration of Risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and bank deposits. By their nature, all such instruments involve risks including credit risks of non-performance by counterparties. A substantial portion of the Company's cash and cash equivalents and bank deposits are invested with banks with high investment grade credit ratings. Segments: The Company’s operations consist primarily of retail sales of manufactured and natural stone tiles, setting and maintenance materials, and related accessories in stores located in the United States and through its website. The Company’s chief operating decision maker only reviews the consolidated results of the Company and accordingly, the Company has concluded it has one reportable segment. Advertising Costs: Advertising costs were $6.5 million, $5.7 million and $6.2 million, for the years ended December 31, 2015, 2014 and 2013, respectively, and are included in selling, general and administrative expenses in the consolidated statements of operations. The Company’s advertising consists primarily of digital media, direct marketing, event and traditional print media that is expensed at the time the media is distributed. At December 31, 2015 and 2014, there were $0.6 million and $0.1 million in advertising costs included in the consolidated balance sheets under other current assets, respectively. Pre-opening costs: The Company’s pre-opening costs are those typically associated with the opening of a new store and generally include rent expense, payroll costs and promotional costs. The Company expenses pre-opening costs as incurred which are recorded in selling, general and administrative expenses. During the years ended December 31, 2015, 2014 and 2013, the Company reported pre-opening costs of $0.5 million, $1.5 million and $2.4 million, respectively. Property, Plant and Equipment: Property, plant equipment and leasehold improvements are recorded at cost. Improvements are capitalized while repairs and maintenance costs are charged to selling, general and administrative expenses when incurred. Property, plant and equipment are depreciated or amortized using the straight-line method over each asset’s estimated useful life. Leasehold improvements and fixtures at leased locations are amortized using the straight-line method over the shorter of the lease term (including renewal terms) or the estimated useful life of the asset. The cost and accumulated depreciation of assets sold or otherwise disposed of are removed from the accounts and any gain or loss thereon is included in other income and expense. Asset life (in years) Buildings and building improvements 40 Leasehold improvements 8 - 26 Furniture and fixtures 2 - 7 Machinery and equipment 5 - 10 Computer equipment and software 3 - 7 Vehicles 5 Internal Use Software: The Company capitalizes software development costs incurred during the application development stage related to new software or major enhancements to the functionality of existing software that is developed solely to meet the Company’s internal operational needs and when there are no plans to market the software externally. Costs capitalized include external direct costs of materials and services and internal payroll and payroll-related costs. Any costs during the preliminary project stage or related to training or maintenance are expensed as incurred. Capitalization ceases when the software project is substantially complete and ready for its intended use. The capitalization and ongoing assessment of recoverability of development costs requires considerable judgment by management with respect to certain external factors, including, but not limited to, technological and economic feasibility, and estimated economic life. As of December 31, 2015 and 2014, $1.7 million was included in computer equipment and software. The majority of the costs capitalized relate to amounts invoiced by external consultants. The costs are amortized over estimated useful lives of three to five years. There was $0.5 million, $0.3 million and $0 depreciation expense related to capitalized software during the years ended December 31, 2015, 2014 and 2013, respectively. Leases: The Company leases its store and corporate headquarters locations. Assets held under capital leases are included in property, plant and equipment and amortization is included in depreciation expense. Operating lease rentals are expensed on a straight-line basis over the life of the lease beginning on the date the Company takes possession of the property. Tenant improvement allowances are amounts received from a lessor for improvements to leased properties and are amortized against rent expense over the life of the respective leases. At lease inception, the Company determines the lease term by assuming the exercise of those renewal options that are reasonably assured. The exercise of lease renewal options is at the Company’s sole discretion. The lease term is used to determine whether a lease is capital or operating and is used to calculate straight-line rent expense. Additionally, the depreciable life of leased assets and leasehold improvements is limited by the expected lease term. Rent expense is included in SG&A expenses. Certain leases require the Company to pay real estate taxes, insurance, maintenance and other operating expenses associated with the leased premises. These expenses are also classified in SG&A expenses. Self-Insurance: The Company is self-insured for certain employee health benefit and workers compensation claims. The Company estimates a liability for aggregate losses below stop-loss coverage limits based on estimates of the ultimate costs to be incurred to settle known claims and claims not reported as of the balance sheet date. The estimated liability is not discounted and is based on a number of assumptions and factors including historical trends, and economic conditions. As of December 31, 2015 and 2014, an accrual of $0.5 million and $0.3 million related to estimated employee health benefit claims was included in other current liabilities, respectively. As of December 31, 2015 and 2014, an accrual of $0.6 million and $0.4 million related to estimated workers compensation claims was included in other current liabilities, respectively. The Company has a standby letter of credit outstanding realated to the Company's worker's compensation insurance policy. As of December 31, 2015 and 2014, the standby letter of credit totaled $0.9 million and $0.4 million, respectively. New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) 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 2018, and permits the use of either a retrospective or a cumulative effect transition method. The Company is currently assessing the impact of implementing the new guidance on its consolidated financial statements. In August 2014, the FASB issued a standard requiring an entity’s management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements. The guidance also sets forth a series of disclosures that are required in the event the entity’s management concludes that there is substantial doubt about the entity’s ability to continue as a going concern. The new standard becomes effective for the Company in fiscal 2016 and requires an ongoing evaluation at each interim and annual period thereafter. The Company has determined that the adoption of this new guidance will not have an impact on its consolidated financial statements. In February 2015, the FASB issued a new accounting standard that will modify current consolidation guidance. The standard makes changes to both the variable interest entity model and the voting interest entity model, including modifying the evaluation of whether limited partnerships or similar legal entities are VIEs or voting interest entities and amending the guidance for assessing how relationships of related parties affect the consolidation analysis of VIEs. The standard is effective for the Company in fiscal 2016. The Company is currently assessing the impact of implementing the new guidance on its consolidated financial statements. In April 2015, the FASB issued a standard that requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. The guidance is effective for the Company in its fiscal year 2016 and requires retrospective application. The Company anticipates reclassifying $2.2 million of unamortized debt issuance costs from other asset accounts to be net against debt upon adopting this standard in the first quarter of 2016. In July 2015, the FASB issued a standard which simplifies the subsequent measurement of inventory. Currently, an entity is required to measure its inventory at the lower of cost or market, whereby market can be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. The changes require that inventory be measured at the lower of cost and net realizable value, thereby eliminating the use of the other two market methodologies. Net realizable value is defined as the estimated selling prices in the ordinary course of business less reasonably predictable costs of completion, disposal, and transportation. Currently, the Company applies the net realizable value market option to measure inventories at the lower of cost or market. These changes become effective for the Company in fiscal 2017. The Company has determined that the adoption of these changes will not have a material impact on its consolidated financial statements. In November 2015, the FASB issued a standard which simplifies the presentation of deferred income taxes. The guidance provides presentation requirements to classify deferred tax assets and liabilities as noncurrent in a classified statement of financial position. The standard is effective for fiscal years beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is permitted for any interim and annual financial statements that have not yet been issued. The Company early adopted this standard effective December 31, 2015, retrospectively. Adoption of this standard resulted in a $4.2 million and $3.9 million decrease in current deferred tax assets and a $4.2 million and $3.9 million increase in long-term deferred tax assets in the Company’s Consolidated Balance Sheets at December 31, 2015 and December 31, 2014, respectively. Adoption had no impact on the Company’s results of operations. |
Note 2 - Property Plant and Equ
Note 2 - Property Plant and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | Note 2: Property Plant and Equipment: Property, plant and equipment consisted of the following at December 31 (in thousands): 2015 2014 Land $ 904 $ 904 Building and building improvements 21,515 20,492 Leasehold improvements 72,154 68,580 Furniture and fixtures 112,376 103,586 Machinery and equipment 24,457 23,171 Computer equipment and software 15,286 13,407 Vehicles 2,859 2,773 Construction in progress 2,199 1,411 Total property, plant and equipment 251,750 234,324 Less accumulated depreciation (116,635 ) (95,030 ) Total property, plant and equipment, net $ 135,115 $ 139,294 Depreciation expense on property and equipment, including capital leases, was $22.2 million, $19.9 million and $14.3 million for the years ended December 31, 2015, 2014 and 2013, respectively. No asset impairment charges were recorded for the years ended December 31, 2015, 2014, and 2013, respectively. |
Note 3 - Accrued Liabilities
Note 3 - Accrued Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | Note 3: Accrued Liabilities Accrued liabilities consisted of the following at December 31 (in thousands): (in thousands) 2015 2014 Customer deposits $ 6,026 $ 5,038 Accrued wages and salaries 4,336 3,209 Sales return reserve 2,781 3,292 Taxes 3,043 2,600 Other current liabilities 3,141 659 Total accrued liabilities $ 19,327 $ 14,798 |
Note 4 - Long-term Debt
Note 4 - Long-term Debt | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Long-term Debt [Text Block] | Note 4: Long-term Debt Long-term Debt consisted of the following at December 31 (in thousands): 2015 2014 Term note payable - interest at 2.18% and 2.51% at 47,450 17,125 Commercial bank credit facility 8,000 74,000 Variable interest rate (0.35% and 0.37% at both December 31, 2015 and 2014) bonds, which mature April 1, 2023, collateralized by buildings and equipment 900 995 56,350 92,120 Less: current portion 5,095 3,595 Debt obligations, net of current portion $ 51,255 $ 88,525 Approximate annual aggregate maturities of debts are as follows: (in thousands): Fiscal year 2016 $ 5,095 2017 6,350 2018 8,855 2019 10,110 2020 25,565 Thereafter 375 Total future maturities payments $ 56,350 On June 2, 2015, the Company and its operating subsidiary, The Tile Shop, LLC, entered into a credit agreement with Fifth Third Bank, Bank of America, N.A., and Huntington National Bank (the “Credit Agreement”). The Credit Agreement provides the Company with a $125.0 million senior secured credit facility, comprised of a five-year $50.0 million term loan and a $75.0 million revolving line of credit. The 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 1.50% to 2.00%, 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 Fifth Third Bank “prime rate,” and (c) the Eurodollar rate plus 1.00%, in each case plus 0.50% to 1.00% depending on The Tile Shop’s leverage ratio. At December 31, 2015 the base interest rate was 4.25% and the LIBOR-based interest rate was 2.18%. Borrowings outstanding consisted of $8.0 million on the revolving line of credit and $47.5 million on the term loan as of December 31, 2015. Additional borrowings pursuant to the Credit Agreement may be used to support the Company’s growth and for working capital purposes. The Company incurred $1.0 million of debt issuance costs in connection with the Credit Agreement. These costs were capitalized as other current and other noncurrent assets, and will be amortized over the five-year life of the Credit Agreement. The term loan requires quarterly principal payments as follows (in thousands): Period December 31, 2015 to June 30, 2017 $ 1,250 September 30, 2017 to June 30, 2018 1,875 September 30, 2018 to March 31, 2020 2,500 The Credit Agreement contains customary events of default, conditions to borrowings, and restrictive covenants, including restrictions on the Company’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 as of December 31, 2015. The Credit Agreement superseded and replaced in its entirety the Company’s senior secured credit facility with Bank of America, N.A. dated October 3, 2012, as amended on April 30, 2013, July 8, 2013, March 26, 2014 and September 29, 2014. The Company used the $50.0 million term loan and $23.0 million drawn on the line of credit pursuant to the Credit Agreement to refinance all of the existing indebtedness outstanding under the Company’s prior credit facility in the amount of approximately $73.0 million, which consisted of $72.8 million in unpaid principal and approximately $0.2 million in accrued and unpaid interest and fees. The Company also recorded a $0.2 million charge in interest expense to write-off of the unamortized deferred financing fees associated with the October 3, 2012 credit facility as of the date of the termination. As of December 31, 2015 and 2014, the Company had accrued $0.1 million and $0.4 million of interest expense, respectively. Accrued interest is included in other current liabilities. Capital Leases: The Company has several leases for store facilities that are accounted for as capital leases. These leases expire at various dates through 2022. Assets acquired under capital leases are included in property, plant and equipment. As of December 31, 2015, minimum lease payments under the Company's capital lease obligation were as follows (in thousands): Fiscal year 2016 217 2017 211 2018 215 2019 216 2020 216 Thereafter 305 Less: amounts representing interest (490 ) Present value of future minimum lease payments 890 Less: current portion 93 Capital lease obligations, net of current portion $ 797 |
Note 5 - Commitments and Contin
Note 5 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | Note 5: Commitments and Contingencies Operating leases: The Company leases buildings and office space under various operating lease agreements. In addition to rent, most leases require payments of real estate taxes, insurance, and common area maintenance. The leases generally have an initial lease term of ten to fifteen years and contain renewal options and escalation clauses. For leases that contain fixed escalation of the minimum rent or rent holidays, rent expense is recognized on a straight-line basis through the end of the lease term including assumed renewals. The difference between the straight-line rent amounts and amounts payable under the leases is recorded as deferred rent. For the years ended December 31, 2015, 2014 and 2013, rent expense was $27.2 million, $25.2 million, and $19.5 million, respectively. Annual minimum rentals under non-cancelable operating leases are as follows, for the years ended December 31 (in thousands): Fiscal year 2016 $ 26,597 2017 27,128 2018 27,690 2019 28,270 2020 28,156 Thereafter 356,104 Total future maturities payments $ 493,945 Legal proceedings: The Company, two of its former executive officers, five of its outside directors, and certain companies affiliated with the directors, are defendants in a consolidated class action brought under the federal securities laws and now pending in the United States District Court for the District of Minnesota under the caption Beaver County Employees’ Retirement Fund, et al. v. Tile Shop Holdings, Inc., et al. Several related actions were filed in 2013, and then consolidated. The plaintiffs are three investors who seek to represent a class or classes consisting of (1) all purchasers of Tile Shop common stock between August 22, 2012 and January 28, 2014 (the “alleged class period”), seeking to pursue remedies under the Securities Exchange Act of 1934; and (2) all purchasers of Tile Shop common stock pursuant and/or traceable to the Company’s December 2012 registration statements, seeking to pursue remedies under the Securities Act of 1933. Six firms who were underwriters in the December 2012 secondary public offering are also named as defendants. In their consolidated amended complaint (the “complaint”), the plaintiffs allege that during the alleged class period, certain defendants made false or misleading statements of material fact in press releases and SEC filings about the Company’s relationships with its vendors, its gross margins, and its supply chain and producer relationships, and that defendants failed to disclose certain related party transactions. The complaint asserts claims under Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, and under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. In addition to attorney’s fees and costs, the plaintiffs seek to recover damages on behalf of the members of the purported classes. The defendants are vigorously defending the matter. The matter is now in discovery. The Company also is a Defendant in a consolidated action brought derivatively on behalf of the Company by two shareholders of the Company. One action was first filed in the United States District Court for the District of Minnesota, and then voluntarily dismissed and re-filed in the Court of Chancery for the State of Delaware (“Delaware Chancery Court”). The second action was filed in Delaware Chancery Court. The two actions have since been consolidated by the Delaware Chancery Court under the caption In re Tile Shop Holdings, Inc. Stockholder Derivative Litigation. On July 31, 2015, the plaintiff-shareholders filed their Verified Consolidated Stockholder Derivative Complaint (“complaint”). The complaint names as defendants six members of the Company’s Board of Directors, and a former employee of the Company. The complaint tracks many of the same factual allegations as have been made in the above-described federal securities class action. It alleges that the defendant-directors breached their fiduciary duties by failing to adopt adequate internal controls for the Company, by approving false and misleading statements issued by the Company, by causing the Company to violate generally accepted accounting principles and SEC regulations, by engaging in or approving alleged insider trading, and by permitting the Company’s primary product to contain illegal amounts of lead. The complaint also alleges claims for insider trading and unjust enrichment. The complaint seeks damages, disgorgement, an award of attorneys’ fees and other expenses, and an order compelling changes to the Company’s corporate governance and internal procedures. On November 2, 2015, defendants filed a motion to dismiss the derivative action, or in the alternative, to stay it pending resolution of the Beaver County Employees’ Retirement Fund action described above. Subsequently, the parties entered into a stipulation, and the Court entered an Order, staying the derivative action until resolution of the Beaver County Employees’ Retirement Fund action described above, or until a mutually agreeable resolution of the derivative action. Given the uncertainty of litigation and the preliminary stage of these cases, the Company cannot reasonably estimate the possible loss or range of loss that may result from these actions. The Company maintains directors and officers liability insurance policies that may reduce the Company’s exposure, if any. In the event the Company incurs a loss, the Company will pursue recoveries to the maximum extent available under these policies. The Company is also, from time to time, subject to claims and disputes arising in the normal course of business. In the opinion of management, while the outcome of such claims and disputes cannot be predicted with certainty, the Company’s ultimate liability in connection with these matters is not expected to have a material adverse effect on the results of operations, financial position, or cash flows. |
Note 6 - Fair Value of Financia
Note 6 - Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | Note 6: Fair Value of Financial Instruments: The 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 December 31, 2015 and December 31, 2014, the carrying amount of the Company’s cash and cash equivalents, 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. |
Note 7 - Related Party Transact
Note 7 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | Note 7: Related Party Transactions During the year ended December 31, 2013, the Company made payments of $16.9 million to Beijing Pingxiu (“BP”), owned by a former Company employee and brother-in-law of the Company’s then-CEO. BP primarily processed export transactions on an agency basis on behalf of the Company’s vendors. The Company ceased business with BP in 2013 and had $0.0 in accounts payable due to BP at December 31, 2013. During the year ended December 31, 2013, the Company made payments of $2.8 million to Nanyang Helin Stone Co. Ltd. (“Nanyang”), a company partially owned by a former Company employee and brother-in-law of the Company’s then-CEO. The Company notified Nanyang that it would continue business with Nanyang only if the former employee’s ownership was transferred to an unrelated party and the former employee was not an officer or director of Nanyang. The Company had $0.5 million in accounts payable due to Nanyang at December 31, 2013. On March 14, 2014, the Company received confirmation that the former employee had transferred his ownership interest and was no longer considered a member of management. The Company commenced purchasing from Nanyang on March 14, 2014. The Company employs Adam Rucker, son of Robert A. Rucker, a member of the Company's Board of Directors, as a Director of Information Technology. In fiscal 2015, the Company paid Mr. Rucker a total of $127,158, consisting of $104,583 in base salary and $22,575 as a cash bonus, which cash bonus was earned in fiscal 2015 and paid in fiscal 2016. In February 2015, the Company granted an option to purchase 8,000 shares of the Company's common stock to Mr. Rucker at an exercise price per share of $8.45 that vests over a five year period. Mr. Rucker was granted a second award in July 2015 of 1,916 stock options at a strike price of $14.19 that vest over five years. The combined grant date fair value of these awards was $43,538. Mr. Rucker also received the standard benefits provided to other Company employees during 2015. |
Note 8 - Earnings Per Share
Note 8 - Earnings Per Share | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | Note 8: 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 taking into consideration all dilutive potential common shares outstanding during the period. Basic and diluted net income (loss) per share was calculated as follows (in thousands, except share and per share data): 2015 2014 2013 Net income (loss) $ 15,696 $ 10,547 $ (35,660 ) Weighted-average shares outstanding - basic 51,161,059 51,015,354 49,600,396 Dilutive common stock equivalents 143,923 14,436 - Weighted-average shares outstanding - diluted 51,304,982 51,029,790 49,600,396 Basic net income (loss) per share $ 0.31 $ 0.21 $ (0.72 ) Diluted net income (loss) per share $ 0.31 $ 0.21 $ (0.72 ) Antidulitive Shares 568,014 1,042,579 762,021 For the year ended December 31, 2013, all dilutive securities were excluded from the earnings per share calculation as their effect on earnings per share was anti-dilutive. |
Note 9 - Equity Incentive Plans
Note 9 - Equity Incentive Plans | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Note 9: Equity Incentive Plans 2012 Plan: Under the 2012 Omnibus Award Plan (the “2012 Plan”), 2,500,000 shares of the Company’s common stock were initially reserved for issuance pursuant to a variety of stock-based compensation awards, including stock options, and restricted stock awards. The number of shares initially reserved for issuance or transfer pursuant to awards under the 2012 Plan was to be increased on the first day of each calendar year beginning in 2013 and ending in 2022, in an amount equal to the lesser of (A) 2,500,000 shares, (B) six percent (6%) of the shares of common stock outstanding (on an as-converted basis) on the last day of the immediately preceding calendar year, and (C) such smaller number of shares of stock as determined by the Company’s board of directors. During 2013, (i) 2,500,000 shares of common stock were added to the 2012 Plan reserve effective January 1, 2013 in accordance with the automatic share increase provision of the 2012 Plan, (ii) the 2012 Plan was amended to eliminate the automatic share increase for subsequent years, and (iii) the 2012 Plan was amended to authorize grants of performance-based awards, which may be paid in cash or equity. The amendments to the 2012 Plan were approved by the Company’s stockholders in July 2013. Stock Options: During the years ended December 31, 2015, 2014 and 2013, the Company granted stock options to its employees that included service condition requirements. The options provide for certain acceleration of vesting and cancellation of options under different circumstances, such as a change in control, death, disability and termination of service. The Company recognizes compensation expense net of estimated forfeitures on a straight-line basis over the requisite service period. For the portion of the options that contain both a market and service condition, the Company recognizes compensation expense, net of estimated forfeitures, using graded vesting over the requisite service period. The fair value of each option grant was estimated on the date of grant using the Black-Scholes option pricing model. The assumptions used in the option valuation models are outlined in the following table: 2015 2014 2013 Risk-free interest rate 0.90% - 1.07% 0.78% - 1.05% 0.81% - 1.6% Expected life (in years) 5 5 7 Expected volatility 52% - 53% 52% 45% - 46% The computation of the expected volatility assumptions used in the option valuation models was based on historical volatilities of the Company. The Company used the “simplified” method for an expected life as prescribed in SEC Staff Accounting Bulletin (“SAB”) No. 110, for companies that do not have adequate historical data. The risk-free interest rate was based on the U.S. Treasury yield at the time of grant. The expected dividend yield was zero based on the fact the company has not paid dividends, nor does it intend to pay dividends in the future. To the extent that actual outcomes differ from the Company's assumptions, the Company is not required to true up grant-date fair value-based expense to final intrinsic values. The weighted average fair value of stock options granted was $5.00, $5.13, and $11.12 during the years ended December 31, 2015, 2014 and 2013, respectively. Stock based compensation related to options for the years ended December 31, 2015, 2014 and 2013 was $3.6 million, $2.8 million, and $3.3 million, respectively, and was included in selling, general and administrative expenses in the consolidated statements of operations. As of December 31, 2015, the total future compensation cost related to non-vested options not yet recognized in the consolidated statement of operations was $5.4 million and is expected to be recognized over a weighted-average period of 1.9 years. The following table summarizes stock option activity: Shares Weighted Average Exercise Price Weighted Avg Grant Date Fair Value Weighted Avg Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Balance, January 1, 2013 1,751,000 $ 10.10 $ 5.19 9.7 $ 11,784 Granted 709,500 $ 23.54 $ 11.12 Exercised (22,999 ) $ 10.00 $ 5.00 Cancelled/Forfeited (162,584 ) $ 13.96 $ 6.87 Balance, December 31, 2013 2,274,917 $ 14.02 $ 6.92 8.9 $ 13,051 Granted 768,750 $ 11.47 $ 5.13 Exercised (15,917 ) $ 10.00 $ 5.19 Cancelled/Forfeited (556,750 ) $ 13.93 $ 6.60 Balance, December 31, 2014 2,471,000 $ 13.27 $ 6.45 7.6 $ 38 Granted 482,671 $ 10.91 $ 5.00 Exercised (69,932 ) $ 10.00 $ 5.17 Cancelled/Forfeited (258,794 ) $ 11.81 $ 5.61 Balance, December 31, 2015 2,624,945 $ 13.07 $ 6.30 6.5 $ 12,757 Exercisable at December 31, 2015 1,035,631 $ 13.53 $ 6.79 6.7 Vested and expected to vest, December 31, 2015 2,330,520 $ 13.28 $ 6.44 6.6 $ 11,365 The aggregate intrinsic value is the difference between the exercise price and the closing price of the Company’s stock on December 31. The intrinsic value of the stock options exercised during 2015 and 2014 was $0.4 million and $0 million, respectively. Options outstanding as of December 31, 2015 are as follows: Range of Exercise Price Weighted Average Options Exercise Price Remaining Contractual Life-Years $5.00 to $10.00 1,517,274 $ 9.73 6.51 $10.01 to $15.00 635,171 $ 12.26 5.83 $15.01 to $20.00 131,500 $ 17.83 7.13 $20.01 to $25.00 83,000 $ 23.11 7.69 $25.01 to $30.00 258,000 $ 29.05 7.71 Restricted Stock: The following table summarizes restricted stock activity: Shares Weighted Avg Grant Date Fair Value Nonvested, December 31, 2012 295,000 $ 11.05 Granted 64,230 $ 28.27 Vested (128,334 ) $ 11.05 Forfeited - $ - Nonvested, December 31, 2013 230,896 $ 15.84 Granted 76,066 $ 11.93 Vested (117,727 ) $ 15.19 Forfeited - $ - Nonvested, December 31, 2014 189,235 $ 14.67 Granted 54,036 $ 12.45 Vested (164,235 ) $ 12.50 Forfeited - $ - Nonvested, December 31, 2015 79,036 $ 17.67 The total expense associated with restricted stock for the years ended December 31, 2015, 2014, and 2013 was $1.9 million, $1.8 million, and $1.4 million, respectively. As of December 31, 2015, there was $0.7 million of total unrecognized expense related to unvested restricted stock awards, which are expected to vest, and will be expensed through 2017. The fair value of restricted stock granted in fiscal year 2015 was $0.9 million. The total fair value of restricted stock that vested during the year ended December 31, 2014 was $0.7 million. Using the closing stock price of $16.40 on December 31, 2015, the number of restricted shares outstanding and expected to vest was 76,691, with an intrinsic value of $1.3 million. Warrants: In connection with the Business Combination in 2012, the Company issued warrants exercisable for one share of the Company’s common stock for each outstanding JWCAC warrant that was formerly exercisable for one share of JWCAC common stock. Total warrants outstanding as of August 21, 2012 were 17,833,333 warrants at an exercise price of $11.50 per share. During the year ended December 31, 2013, 7,166,381 warrants were exercised for cash proceeds of $82.4 million and 6,731,938 warrants were exercised on a cashless basis in exchange for 2,790,061 shares. In March 2013, the Company completed the purchase of 3,580,004 outstanding warrants in private transactions. The aggregate purchase price to acquire the warrants was $30.1 million. These purchases were funded with the cash proceeds received from the exercise of publicly held warrants. In April 2013, the Company directed its transfer agent to notify the holders of any remaining outstanding warrants of the call for early exercise. These warrant holders had until May 12, 2013 to exercise their outstanding warrants on a cashless basis. Thereafter, any warrants that remained unexercised were automatically redeemed by the Company at a redemption price of $0.01 per warrant in cash. On May 15, 2013, the Company automatically redeemed 7,071 warrants. On December 31, 2013, December 31, 2014, and December 31, 2015 the Company had no outstanding warrants. |
Note 10 - Income Taxes
Note 10 - Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | Note 10: Income Taxes As a result of the Business Combination, beginning August 21, 2012, the Company’s results of operations are taxed as a C Corporation. Prior to the Business Combination, The Tile Shop’s operations were taxed as a limited liability company, whereby The Tile Shop elected to be taxed as a partnership and the income or loss was required to be reported by each respective member on their separate income tax returns. Therefore, no provision for federal income taxes was provided in the consolidated financial statements for periods prior to August 21, 2012. The following amounts represent the determination of the deferred tax assets and liabilities recognized in the Business Combination. The change in status to a taxable entity and the transactions consummated as part of the Business Combination resulted in the recognition of deferred tax assets and liabilities based on the expected tax consequences of temporary differences between the book and tax basis of The Tile Shop’s assets and liabilities at the date of the Business Combination including the following: (i) historical outside basis difference at December 31, 2011, (ii) outside basis differences occurring in 2012 prior to the Business Combination, and (iii) the tax basis increase of The Tile Shop membership interests directly held by Holdings related to the Business Combination. At December 31, 2013, outside basis differences originating prior to the Business Combination related primarily to temporary basis differences in inventory, fixed assets, accruals, and Section 743, totaled $6.4 million, which have been tax-effected at a 40% combined federal and state rate. Deferred tax assets of $0 and $0.6 million were recognized and included in the tax benefit for the years ended December 31, 2014 and 2013, respectively. In addition, deferred tax assets of $0 and $0.4 million, during the periods ending December 31, 2014 and December 31, 2013, respectively, were recognized in connection with the Business Combination transactions (related to item (iii) above), which enables the Company to realize future tax deductions for the step-up in basis of the Tile Shop member ownership interests that have been contributed to the Company. These basis differences were credited directly to additional paid in capital as of the closing of the Business Combination. The Tile Shop, LLC tax returns for periods 2010 through the Business Combination on August 21, 2012 are subject to examination by the IRS however, these tax liabilities are the responsibility of the former The Tile Shop members. The Company’s federal and state tax returns for the periods ended December 31, 2012, December 31, 2013, and December 31, 2014 remain subject to examination. In accordance with ASC 740-10, the Company records interest and penalties through income tax relating to uncertain tax positions. As of December 31, 2015, 2014 and 2013, the Company has not recognized any liabilities for uncertain tax positions nor has the Company accrued interest and penalties related to uncertain tax positions. The components of the provision for income taxes consist of the following (in thousands): Years Ended December 31, 2015 2014 2013 Current Federal $ 3,691 $ 4,851 $ 5,634 State 1,886 1,351 2,520 Total Current 5,577 6,202 8,154 Deferred Federal 5,252 1,076 4,007 State 247 104 (219 ) Total Deferred 5,499 1,180 3,788 Total Provision for Income Taxes $ 11,076 $ 7,382 $ 11,942 A majority of the Company's income is from domestic operations. The following table reflects the effective income tax rate reconciliation for the years ended December 31, 2015, 2014 and 2013: 2015 2014 2013 Federal statutory rate 35.0 % 35.0 % 35.0 % State income taxes, net of the federal tax benefit 4.4 5.0 (6.4 ) Warrant expense - - (80.0 ) Stock based compensation 1.4 1.5 1.9 Other 0.6 (0.3 ) (0.8 ) Effective tax rate 41.4 % 41.2 % (50.3 ) % Components of net deferred income taxes are as follows at December 31 (in thousands): 2015 2014 Deferred income tax assets: Section 743 carryforward $ 29,843 $ 32,728 Leasehold improvement reimbursements 5,592 5,645 Inventory 1,606 1,490 Deferred rent 5,549 3,867 Stock based compensation 2,488 1,352 Other 1,023 894 Total deferred income tax assets $ 46,101 $ 45,976 Deferred income tax liabilities Depreciation 25,255 19,387 Total deferred income tax liabilities 25,255 19,387 Net deferred income tax assets $ 20,846 $ 26,589 |
Note 11 - New Market Tax Credit
Note 11 - New Market Tax Credit | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Investment Holdings [Text Block] | Note 11: New Market Tax Credit In July 2013 the Company entered into a financing transaction with Chase Community Equity (“Chase”), and U.S. Bank Community, LLC (“U.S. Bank”, and, collectively with Chase, the “investors”) related to a $19.1 million acquisition, rehabilitation and construction of the Company’s 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 (the “Investment Funds”) under a qualified New Markets Tax Credit (“NMTC”) program. The NMTC program was provided for in the Community Renewal Tax Relief Act of 2000 (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 (“CDEs”). CDEs are privately managed investment institutions that are certified to make qualified low-income community investments. 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, an indirect, wholly-owned subsidiary of the Company. 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 the Company effectively received net loan proceeds equal to investor’s contributions to the Investment Fund. This transaction includes a put/call provision whereby the Company may be obligated or entitled to repurchase the investors’ interest. The Company believes 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. The Company is 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 the Company to indemnify the investors for any loss or recapture of NMTCs related to the financing until such time as the obligation to deliver tax benefits is relieved. The Company does not anticipate any credit recaptures will be required in connection with this arrangement. The Company has determined that the financing arrangement with the Investment Funds and CDEs contains a variable interest entity (“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 the Company to deliver tax benefits and provide various other guarantees to the structure; Chase’s and U.S. Bank’s lack of a material interest in the underling economics of the project; and the fact that the Company is obligated to absorb losses of the Investment Funds. The Company concluded that it is 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’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 the Company amortizes the contribution liability over the seven-year compliance period as it is being earned through the 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 forty-year term of the loans. Incremental costs to maintain the structure during the compliance period are recognized as incurred. |
Note 12 - Retirement Savings Pl
Note 12 - Retirement Savings Plan | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | Note 12: Retirement Savings Plan The Company has a 401(k) profit sharing plan covering substantially all full-time employees. Employee contributions are limited to the maximum amount allowable by the Internal Revenue Code. The Company matched $0.4 million, $0.5 million, and $0.4 million of employee contributions in 2015, 2014, and 2013 and made no discretionary contributions for any of the years presented. |
Note 13 - Quarterly Financial D
Note 13 - Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Quarterly Financial Information [Text Block] | N o te 13: Quarterly Financial Data (Unaudited) Quarterly results of operations for the years ended December 31, 2015 and 2014 are summarized below (in thousands, except per share amounts): First Second Third Fourth Quarter Quarter Quarter Quarter 2015 Net sales $ 72,963 $ 75,706 $ 72,404 $ 71,914 Gross profit 50,971 51,293 50,713 50,633 Income from operations 7,195 8,438 6,666 6,927 Net income 3,659 4,490 3,761 3,786 Basic earnings per share 0.07 0.09 0.07 0.08 Diluted earnings per share 0.07 0.09 0.07 0.08 2014 Net sales $ 64,379 $ 66,665 $ 62,806 $ 63,342 Gross profit 44,933 46,502 43,458 43,999 Income from operations 6,961 7,120 3,706 3,789 Net income 3,709 3,828 1,504 1,506 Basic earnings per share 0.07 0.08 0.03 0.03 Diluted earnings per share 0.07 0.07 0.03 0.03 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation: The consolidated financial statements of Holdings include the accounts of its wholly owned subsidiaries, and variable interest entities. See Note 11, “New Market Tax Credit,” for the discussion of financing arrangements involving certain entities that are variable interest entities that are included in these consolidated financial statements. All significant intercompany transactions have been eliminated in consolidation. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting practices of the United States (GAAP) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. The amount of assets and liabilities reported on the Company's balance sheets and the amounts of income and expenses reported for each of the periods presented are affected by estimates and assumptions, which are used for, but not limited to, the accounting for revenue recognition and related reserves for sales returns, useful lives of property, plant and equipment, determining impairment on long-lived assets, valuation of inventory, compensation expense on stock based compensation plans and income taxes. Actual results may differ from these estimates. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents: The Company had cash and cash equivalents of $10.3 million and $5.8 million at December 31, 2015, and 2014, respectively. The Company considers all highly liquid investments with a maturity date of three months or less when purchased to be cash equivalents. The Company accepts a range of debit and credit cards, and these transactions are generally transmitted to a bank for reimbursement within 24 hours. The payments due from the banks for these debit and credit card transactions are generally received, or settle, within 24 to 48 hours of the transmission date. The Company considers all debit and credit card transactions that settle in less than seven days to be cash and cash equivalents. Amounts due from the banks for these transactions classified as cash and cash equivalents totaled $1.8 million and $1.9 million at December 31, 2015 and December 31, 2014, respectively. |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restricted Cash Cash and cash equivalents that are restricted as to withdrawal or are under the terms of certain contractual arrangements are included in the restricted balance on the balance sheet. |
Receivables, Policy [Policy Text Block] | Trade Receivables: Trade receivables are carried at original invoice amount less an estimate made for doubtful accounts. Management determines the allowance for doubtful accounts on a specific identification basis as well as by using historical experience applied to an aging of accounts. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. The allowance for doubtful accounts was $113,500 and $69,500 as of December 31, 2015 and 2014, respectively. The Company does not accrue interest on accounts receivable. |
Inventory, Policy [Policy Text Block] | Inventories: Inventories are stated at the lower of cost (determined using the weighted average cost method) or market. Inventories consist primarily of merchandise held for sale. Inventories were comprised of the following at December 31, 2015 and 2014: (in thousands) 2015 2014 Finished goods $ 59,503 $ 58,323 Raw materials 2,681 2,356 Finished goods in transit 7,694 8,178 Total $ 69,878 $ 68,857 The Company provides provisions for losses related to shrinkage and other amounts that are not otherwise expected to be fully recoverable. These provisions are calculated based on historical shrinkage, selling price, margin and current business trends. |
Income Tax, Policy [Policy Text Block] | Income Taxes: 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 carry forwards will result in a benefit based on expected profitability by tax jurisdiction. A valuation allowance for such tax assets and loss carry forwards 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 be used, the related valuation allowance on such assets would be reduced. The Company records interest and penalties relating to uncertain tax positions in income tax expense. As of December 31, 2015 and 2014, the Company has not recognized any liabilities for uncertain tax positions nor has the Company accrued interest and penalties related to uncertain tax positions. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition: The Company recognizes sales at the time that the customer takes possession of the merchandise or when final delivery of the product has occurred. The Company recognizes service revenue, which consists primarily of freight charges for home delivery, when the service has been rendered. The Company is required to charge and collect sales and other taxes on sales to the Company's customers and remit these taxes back to government authorities. Total revenues do not include sales tax because the Company is a pass-through conduit for collecting and remitting sales tax. Sales are reduced by an allowance for anticipated sales returns that the Company estimates based on historical returns. The process to establish a sales return reserve contains uncertainties because it requires management to make assumptions and to apply judgment to estimate future returns and exchanges. The customer may receive a refund or exchange the original product for a replacement of equal or similar quality for a period of six months from the time of original purchase. Products received back under this policy are reconditioned pursuant to state laws and resold. The Company generally requires customers to pay a deposit when purchasing inventory that is not regularly carried at the store location, or not currently in stock. These deposits are included in other accrued liabilities until the customer takes possession of the merchandise. |
Revenue Recognition, Sales Returns [Policy Text Block] | Sales Return Reserve Customers may return purchased items for an exchange or refund. The Company records a reserve for estimated product returns, net of cost of sales based on historical return trends together with current product sales performance. A summary of activity in the Company's sales returns reserve are as follows (in thousands): 2015 2014 2013 Balance at beginning of year $ 3,292 $ 2,850 $ 1,815 Additions for sales returns 26,522 28,517 25,387 Deductions from reserve (27,033 ) (28,075 ) (24,352 ) Balance at end of year $ 2,781 $ 3,292 $ 2,850 |
Cost of Sales, Policy [Policy Text Block] | Cost of Sales and Selling, General and Administrative Expenses The following table illustrates the primary costs classified in each major expense category: Cost of Sales ? Cost of product sold; ? Freight expenses to bring products into the Company's distribution centers; ? Custom and duty expenses; ? Customer shipping and handling expenses; ? Physical inventory losses; ? Costs incurred at distribution centers in connection with the receiving process; ? Labor and overhead costs incurred to manufacture inventory Selling, General & Administrative Expenses (SG&A) ? All other payroll and benefit costs for retail, corporate and distribution employees; ? Occupancy, utilities and maintenance costs of retail and corporate facilities; ? Freight expenses to move inventory from the Company's distribution centers to the Company's stores; ? Depreciation and amortization; ? Advertising costs |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock Based Compensation: The Company recognizes expense for its stock-based compensation based on the fair value of the awards that are granted. Compensation expense is recognized only for those awards expected to vest, with forfeitures estimated at the date of grant based on historical experience and future expectations. The Company may issue incentive awards in the form of stock options, restricted stock awards and other equity awards to employees and non-employee directors. Compensation cost is recognized ratably over the requisite service period of the related stock-based compensation award. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and bank deposits. By their nature, all such instruments involve risks including credit risks of non-performance by counterparties. A substantial portion of the Company's cash and cash equivalents and bank deposits are invested with banks with high investment grade credit ratings. |
Segment Reporting, Policy [Policy Text Block] | Segments: The Company’s operations consist primarily of retail sales of manufactured and natural stone tiles, setting and maintenance materials, and related accessories in stores located in the United States and through its website. The Company’s chief operating decision maker only reviews the consolidated results of the Company and accordingly, the Company has concluded it has one reportable segment. |
Advertising Costs, Policy [Policy Text Block] | Advertising Costs: Advertising costs were $6.5 million, $5.7 million and $6.2 million, for the years ended December 31, 2015, 2014 and 2013, respectively, and are included in selling, general and administrative expenses in the consolidated statements of operations. The Company’s advertising consists primarily of digital media, direct marketing, event and traditional print media that is expensed at the time the media is distributed. At December 31, 2015 and 2014, there were $0.6 million and $0.1 million in advertising costs included in the consolidated balance sheets under other current assets, respectively. |
Pre Opening Costs [Policy Text Block] | Pre-opening costs: The Company’s pre-opening costs are those typically associated with the opening of a new store and generally include rent expense, payroll costs and promotional costs. The Company expenses pre-opening costs as incurred which are recorded in selling, general and administrative expenses. During the years ended December 31, 2015, 2014 and 2013, the Company reported pre-opening costs of $0.5 million, $1.5 million and $2.4 million, respectively. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property, Plant and Equipment: Property, plant equipment and leasehold improvements are recorded at cost. Improvements are capitalized while repairs and maintenance costs are charged to selling, general and administrative expenses when incurred. Property, plant and equipment are depreciated or amortized using the straight-line method over each asset’s estimated useful life. Leasehold improvements and fixtures at leased locations are amortized using the straight-line method over the shorter of the lease term (including renewal terms) or the estimated useful life of the asset. The cost and accumulated depreciation of assets sold or otherwise disposed of are removed from the accounts and any gain or loss thereon is included in other income and expense. Asset life (in years) Buildings and building improvements 40 Leasehold improvements 8 - 26 Furniture and fixtures 2 - 7 Machinery and equipment 5 - 10 Computer equipment and software 3 - 7 Vehicles 5 |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Internal Use Software: The Company capitalizes software development costs incurred during the application development stage related to new software or major enhancements to the functionality of existing software that is developed solely to meet the Company’s internal operational needs and when there are no plans to market the software externally. Costs capitalized include external direct costs of materials and services and internal payroll and payroll-related costs. Any costs during the preliminary project stage or related to training or maintenance are expensed as incurred. Capitalization ceases when the software project is substantially complete and ready for its intended use. The capitalization and ongoing assessment of recoverability of development costs requires considerable judgment by management with respect to certain external factors, including, but not limited to, technological and economic feasibility, and estimated economic life. As of December 31, 2015 and 2014, $1.7 million was included in computer equipment and software. The majority of the costs capitalized relate to amounts invoiced by external consultants. The costs are amortized over estimated useful lives of three to five years. There was $0.5 million, $0.3 million and $0 depreciation expense related to capitalized software during the years ended December 31, 2015, 2014 and 2013, respectively. |
Lease, Policy [Policy Text Block] | Leases: The Company leases its store and corporate headquarters locations. Assets held under capital leases are included in property, plant and equipment and amortization is included in depreciation expense. Operating lease rentals are expensed on a straight-line basis over the life of the lease beginning on the date the Company takes possession of the property. Tenant improvement allowances are amounts received from a lessor for improvements to leased properties and are amortized against rent expense over the life of the respective leases. At lease inception, the Company determines the lease term by assuming the exercise of those renewal options that are reasonably assured. The exercise of lease renewal options is at the Company’s sole discretion. The lease term is used to determine whether a lease is capital or operating and is used to calculate straight-line rent expense. Additionally, the depreciable life of leased assets and leasehold improvements is limited by the expected lease term. Rent expense is included in SG&A expenses. Certain leases require the Company to pay real estate taxes, insurance, maintenance and other operating expenses associated with the leased premises. These expenses are also classified in SG&A expenses. |
Self Insurance [Policy Text Block] | Self-Insurance: The Company is self-insured for certain employee health benefit and workers compensation claims. The Company estimates a liability for aggregate losses below stop-loss coverage limits based on estimates of the ultimate costs to be incurred to settle known claims and claims not reported as of the balance sheet date. The estimated liability is not discounted and is based on a number of assumptions and factors including historical trends, and economic conditions. As of December 31, 2015 and 2014, an accrual of $0.5 million and $0.3 million related to estimated employee health benefit claims was included in other current liabilities, respectively. As of December 31, 2015 and 2014, an accrual of $0.6 million and $0.4 million related to estimated workers compensation claims was included in other current liabilities, respectively. The Company has a standby letter of credit outstanding realated to the Company's worker's compensation insurance policy. As of December 31, 2015 and 2014, the standby letter of credit totaled $0.9 million and $0.4 million, respectively. |
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) 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 2018, and permits the use of either a retrospective or a cumulative effect transition method. The Company is currently assessing the impact of implementing the new guidance on its consolidated financial statements. In August 2014, the FASB issued a standard requiring an entity’s management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements. The guidance also sets forth a series of disclosures that are required in the event the entity’s management concludes that there is substantial doubt about the entity’s ability to continue as a going concern. The new standard becomes effective for the Company in fiscal 2016 and requires an ongoing evaluation at each interim and annual period thereafter. The Company has determined that the adoption of this new guidance will not have an impact on its consolidated financial statements. In February 2015, the FASB issued a new accounting standard that will modify current consolidation guidance. The standard makes changes to both the variable interest entity model and the voting interest entity model, including modifying the evaluation of whether limited partnerships or similar legal entities are VIEs or voting interest entities and amending the guidance for assessing how relationships of related parties affect the consolidation analysis of VIEs. The standard is effective for the Company in fiscal 2016. The Company is currently assessing the impact of implementing the new guidance on its consolidated financial statements. In April 2015, the FASB issued a standard that requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. The guidance is effective for the Company in its fiscal year 2016 and requires retrospective application. The Company anticipates reclassifying $2.2 million of unamortized debt issuance costs from other asset accounts to be net against debt upon adopting this standard in the first quarter of 2016. In July 2015, the FASB issued a standard which simplifies the subsequent measurement of inventory. Currently, an entity is required to measure its inventory at the lower of cost or market, whereby market can be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. The changes require that inventory be measured at the lower of cost and net realizable value, thereby eliminating the use of the other two market methodologies. Net realizable value is defined as the estimated selling prices in the ordinary course of business less reasonably predictable costs of completion, disposal, and transportation. Currently, the Company applies the net realizable value market option to measure inventories at the lower of cost or market. These changes become effective for the Company in fiscal 2017. The Company has determined that the adoption of these changes will not have a material impact on its consolidated financial statements. In November 2015, the FASB issued a standard which simplifies the presentation of deferred income taxes. The guidance provides presentation requirements to classify deferred tax assets and liabilities as noncurrent in a classified statement of financial position. The standard is effective for fiscal years beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is permitted for any interim and annual financial statements that have not yet been issued. The Company early adopted this standard effective December 31, 2015, retrospectively. Adoption of this standard resulted in a $4.2 million and $3.9 million decrease in current deferred tax assets and a $4.2 million and $3.9 million increase in long-term deferred tax assets in the Company’s Consolidated Balance Sheets at December 31, 2015 and December 31, 2014, respectively. Adoption had no impact on the Company’s results of operations. |
Note 1 - Summary of Significa22
Note 1 - Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | (in thousands) 2015 2014 Finished goods $ 59,503 $ 58,323 Raw materials 2,681 2,356 Finished goods in transit 7,694 8,178 Total $ 69,878 $ 68,857 |
Schedule of Sales Return Reserve [Table Text Block] | 2015 2014 2013 Balance at beginning of year $ 3,292 $ 2,850 $ 1,815 Additions for sales returns 26,522 28,517 25,387 Deductions from reserve (27,033 ) (28,075 ) (24,352 ) Balance at end of year $ 2,781 $ 3,292 $ 2,850 |
Property, Plant and Equipment Estimated Useful Life [Table Text Block] | Asset life (in years) Buildings and building improvements 40 Leasehold improvements 8 - 26 Furniture and fixtures 2 - 7 Machinery and equipment 5 - 10 Computer equipment and software 3 - 7 Vehicles 5 |
Note 2 - Property Plant and E23
Note 2 - Property Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | 2015 2014 Land $ 904 $ 904 Building and building improvements 21,515 20,492 Leasehold improvements 72,154 68,580 Furniture and fixtures 112,376 103,586 Machinery and equipment 24,457 23,171 Computer equipment and software 15,286 13,407 Vehicles 2,859 2,773 Construction in progress 2,199 1,411 Total property, plant and equipment 251,750 234,324 Less accumulated depreciation (116,635 ) (95,030 ) Total property, plant and equipment, net $ 135,115 $ 139,294 |
Note 3 - Accrued Liabilities (T
Note 3 - Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Accrued Liabilities [Table Text Block] | (in thousands) 2015 2014 Customer deposits $ 6,026 $ 5,038 Accrued wages and salaries 4,336 3,209 Sales return reserve 2,781 3,292 Taxes 3,043 2,600 Other current liabilities 3,141 659 Total accrued liabilities $ 19,327 $ 14,798 |
Note 4 - Long-term Debt (Tables
Note 4 - Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Long-term Debt Instruments [Table Text Block] | 2015 2014 Term note payable - interest at 2.18% and 2.51% at 47,450 17,125 Commercial bank credit facility 8,000 74,000 Variable interest rate (0.35% and 0.37% at both December 31, 2015 and 2014) bonds, which mature April 1, 2023, collateralized by buildings and equipment 900 995 56,350 92,120 Less: current portion 5,095 3,595 Debt obligations, net of current portion $ 51,255 $ 88,525 |
Schedule of Maturities of Long-term Debt [Table Text Block] | Fiscal year 2016 $ 5,095 2017 6,350 2018 8,855 2019 10,110 2020 25,565 Thereafter 375 Total future maturities payments $ 56,350 |
Schedule of Debt [Table Text Block] | Period December 31, 2015 to June 30, 2017 $ 1,250 September 30, 2017 to June 30, 2018 1,875 September 30, 2018 to March 31, 2020 2,500 |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | Fiscal year 2016 217 2017 211 2018 215 2019 216 2020 216 Thereafter 305 Less: amounts representing interest (490 ) Present value of future minimum lease payments 890 Less: current portion 93 Capital lease obligations, net of current portion $ 797 |
Note 5 - Commitments and Cont26
Note 5 - Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Fiscal year 2016 $ 26,597 2017 27,128 2018 27,690 2019 28,270 2020 28,156 Thereafter 356,104 Total future maturities payments $ 493,945 |
Note 8 - Earnings Per Share (Ta
Note 8 - Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | 2015 2014 2013 Net income (loss) $ 15,696 $ 10,547 $ (35,660 ) Weighted-average shares outstanding - basic 51,161,059 51,015,354 49,600,396 Dilutive common stock equivalents 143,923 14,436 - Weighted-average shares outstanding - diluted 51,304,982 51,029,790 49,600,396 Basic net income (loss) per share $ 0.31 $ 0.21 $ (0.72 ) Diluted net income (loss) per share $ 0.31 $ 0.21 $ (0.72 ) Antidulitive Shares 568,014 1,042,579 762,021 |
Note 9 - Equity Incentive Pla28
Note 9 - Equity Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 2015 2014 2013 Risk-free interest rate 0.90% - 1.07% 0.78% - 1.05% 0.81% - 1.6% Expected life (in years) 5 5 7 Expected volatility 52% - 53% 52% 45% - 46% |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Shares Weighted Average Exercise Price Weighted Avg Grant Date Fair Value Weighted Avg Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Balance, January 1, 2013 1,751,000 $ 10.10 $ 5.19 9.7 $ 11,784 Granted 709,500 $ 23.54 $ 11.12 Exercised (22,999 ) $ 10.00 $ 5.00 Cancelled/Forfeited (162,584 ) $ 13.96 $ 6.87 Balance, December 31, 2013 2,274,917 $ 14.02 $ 6.92 8.9 $ 13,051 Granted 768,750 $ 11.47 $ 5.13 Exercised (15,917 ) $ 10.00 $ 5.19 Cancelled/Forfeited (556,750 ) $ 13.93 $ 6.60 Balance, December 31, 2014 2,471,000 $ 13.27 $ 6.45 7.6 $ 38 Granted 482,671 $ 10.91 $ 5.00 Exercised (69,932 ) $ 10.00 $ 5.17 Cancelled/Forfeited (258,794 ) $ 11.81 $ 5.61 Balance, December 31, 2015 2,624,945 $ 13.07 $ 6.30 6.5 $ 12,757 Exercisable at December 31, 2015 1,035,631 $ 13.53 $ 6.79 6.7 Vested and expected to vest, December 31, 2015 2,330,520 $ 13.28 $ 6.44 6.6 $ 11,365 |
Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding [Table Text Block] | Range of Exercise Price Weighted Average Options Exercise Price Remaining Contractual Life-Years $5.00 to $10.00 1,517,274 $ 9.73 6.51 $10.01 to $15.00 635,171 $ 12.26 5.83 $15.01 to $20.00 131,500 $ 17.83 7.13 $20.01 to $25.00 83,000 $ 23.11 7.69 $25.01 to $30.00 258,000 $ 29.05 7.71 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | Shares Weighted Avg Grant Date Fair Value Nonvested, December 31, 2012 295,000 $ 11.05 Granted 64,230 $ 28.27 Vested (128,334 ) $ 11.05 Forfeited - $ - Nonvested, December 31, 2013 230,896 $ 15.84 Granted 76,066 $ 11.93 Vested (117,727 ) $ 15.19 Forfeited - $ - Nonvested, December 31, 2014 189,235 $ 14.67 Granted 54,036 $ 12.45 Vested (164,235 ) $ 12.50 Forfeited - $ - Nonvested, December 31, 2015 79,036 $ 17.67 |
Note 10 - Income Taxes (Tables)
Note 10 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Years Ended December 31, 2015 2014 2013 Current Federal $ 3,691 $ 4,851 $ 5,634 State 1,886 1,351 2,520 Total Current 5,577 6,202 8,154 Deferred Federal 5,252 1,076 4,007 State 247 104 (219 ) Total Deferred 5,499 1,180 3,788 Total Provision for Income Taxes $ 11,076 $ 7,382 $ 11,942 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | 2015 2014 2013 Federal statutory rate 35.0 % 35.0 % 35.0 % State income taxes, net of the federal tax benefit 4.4 5.0 (6.4 ) Warrant expense - - (80.0 ) Stock based compensation 1.4 1.5 1.9 Other 0.6 (0.3 ) (0.8 ) Effective tax rate 41.4 % 41.2 % (50.3 ) % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | 2015 2014 Deferred income tax assets: Section 743 carryforward $ 29,843 $ 32,728 Leasehold improvement reimbursements 5,592 5,645 Inventory 1,606 1,490 Deferred rent 5,549 3,867 Stock based compensation 2,488 1,352 Other 1,023 894 Total deferred income tax assets $ 46,101 $ 45,976 Deferred income tax liabilities Depreciation 25,255 19,387 Total deferred income tax liabilities 25,255 19,387 Net deferred income tax assets $ 20,846 $ 26,589 |
Note 13 - Quarterly Financial30
Note 13 - Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Quarterly Financial Information [Table Text Block] | First Second Third Fourth Quarter Quarter Quarter Quarter 2015 Net sales $ 72,963 $ 75,706 $ 72,404 $ 71,914 Gross profit 50,971 51,293 50,713 50,633 Income from operations 7,195 8,438 6,666 6,927 Net income 3,659 4,490 3,761 3,786 Basic earnings per share 0.07 0.09 0.07 0.08 Diluted earnings per share 0.07 0.09 0.07 0.08 2014 Net sales $ 64,379 $ 66,665 $ 62,806 $ 63,342 Gross profit 44,933 46,502 43,458 43,999 Income from operations 6,961 7,120 3,706 3,789 Net income 3,709 3,828 1,504 1,506 Basic earnings per share 0.07 0.08 0.03 0.03 Diluted earnings per share 0.07 0.07 0.03 0.03 |
Note 1 - Summary of Significa31
Note 1 - Summary of Significant Accounting Policies (Details Textual) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($)ft² | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2012USD ($) | |
Other Current Assets [Member] | |||||
Prepaid Advertising | $ 600,000 | $ 100,000 | |||
Software Development [Member] | Minimum [Member] | |||||
Property, Plant and Equipment, Useful Life | 3 years | ||||
Software Development [Member] | Maximum [Member] | |||||
Property, Plant and Equipment, Useful Life | 5 years | ||||
Standby Letters of Credit [Member] | |||||
Letters of Credit Outstanding, Amount | $ 900,000 | 400,000 | |||
Accounting Standards Update 2015-03 [Member] | Scenario, Forecast [Member] | |||||
Prior Period Reclassification Adjustment | $ 2,200,000 | ||||
Reclassification from Current Deferred Tax Assets to Noncurrent Deferred Tax Assets [Member] | December 31, 2014 [Member] | |||||
Prior Period Reclassification Adjustment | 3,900,000 | ||||
Reclassification from Current Deferred Tax Assets to Noncurrent Deferred Tax Assets [Member] | |||||
Current Period Reclassification Adjustment | 4,200,000 | ||||
Liability for Uncertain Tax Positions, Noncurrent | 0 | 0 | $ 0 | ||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | $ 0 | 0 | 0 | ||
Number of Reportable Segments | 1 | ||||
Capitalized Computer Software, Gross | $ 1,700,000 | 1,700,000 | |||
Number of Products Offered | 4,000 | ||||
Number of Stores | 114 | ||||
Number of States in which Entity Operates | 31 | ||||
Average Size of Stores | ft² | 21,800 | ||||
Cash and Cash Equivalents, at Carrying Value | $ 10,330,000 | 5,759,000 | 1,761,000 | $ 2,987,000 | |
Due from Banks | 1,800,000 | 1,900,000 | |||
Allowance for Doubtful Accounts Receivable, Current | 113,500 | 69,500 | |||
Advertising Expense | 6,500,000 | 5,700,000 | 6,200,000 | ||
Pre-Opening Costs | 500,000 | 1,500,000 | 2,400,000 | ||
Capitalized Computer Software, Amortization | 500,000 | 300,000 | $ 0 | ||
Self Insurance Reserve | 500,000 | 300,000 | |||
Workers' Compensation Liability, Current | $ 600,000 | $ 400,000 |
Note 1 - Components of Inventor
Note 1 - Components of Inventory (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Finished goods | $ 59,503,000 | $ 58,323,000 |
Raw materials | 2,681,000 | 2,356,000 |
Finished goods in transit | 7,694,000 | 8,178,000 |
Total | $ 69,878,000 | $ 68,857,000 |
Note 1 - Summary of Activity of
Note 1 - Summary of Activity of Sales Returns Reserve (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Balance at beginning of year | $ 3,292 | $ 2,850 | $ 1,815 |
Additions for sales returns | 26,522 | 28,517 | 25,387 |
Deductions from reserve | (27,033) | (28,075) | (24,352) |
Balance at end of year | $ 2,781 | $ 3,292 | $ 2,850 |
Note 1 - Property, Equipment, a
Note 1 - Property, Equipment, and Leasehold Improvements by Estimated Useful Life (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Building and Building Improvements [Member] | |
Property, Plant and Equipment, Useful Life | 40 years |
Leasehold Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 8 years |
Leasehold Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 26 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 2 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 7 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 5 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 10 years |
Computer Equipment and Purchased Software [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Computer Equipment and Purchased Software [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 7 years |
Vehicles [Member] | |
Property, Plant and Equipment, Useful Life | 5 years |
Note 2 - Property Plant and E35
Note 2 - Property Plant and Equipment (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Asset Impairment Charges | $ 0 | $ 0 | $ 0 |
Depreciation, Depletion and Amortization, Nonproduction | $ 22,236,000 | $ 19,925,000 | $ 14,316,000 |
Note 2 - Components of Property
Note 2 - Components of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Land [Member] | ||
Total property, plant and equipment | $ 904 | $ 904 |
Building and Building Improvements [Member] | ||
Total property, plant and equipment | 21,515 | 20,492 |
Leasehold Improvements [Member] | ||
Total property, plant and equipment | 72,154 | 68,580 |
Furniture and Fixtures [Member] | ||
Total property, plant and equipment | 112,376 | 103,586 |
Machinery and Equipment [Member] | ||
Total property, plant and equipment | 24,457 | 23,171 |
Computer Equipment and Purchased Software [Member] | ||
Total property, plant and equipment | 15,286 | 13,407 |
Vehicles [Member] | ||
Total property, plant and equipment | 2,859 | 2,773 |
Construction in Progress [Member] | ||
Total property, plant and equipment | 2,199 | 1,411 |
Total property, plant and equipment | 251,750 | 234,324 |
Less accumulated depreciation | (116,635) | (95,030) |
Total property, plant and equipment, net | $ 135,115 | $ 139,294 |
Note 3 - Components of Accrued
Note 3 - Components of Accrued Liabilities (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Customer deposits | $ 6,026,000 | $ 5,038,000 |
Accrued wages and salaries | 4,336,000 | 3,209,000 |
Sales return reserve | 2,781,000 | 3,292,000 |
Taxes | 3,043,000 | 2,600,000 |
Other current liabilities | 3,141,000 | 659,000 |
Total accrued liabilities | $ 19,327,000 | $ 14,798,000 |
Note 4 - Long-term Debt (Detail
Note 4 - Long-term Debt (Details Textual) - USD ($) | Jun. 02, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Credit Agreement [Member] | Fifth Third Bank, Bank of America, and Huntington National Bank [Member] | Term Loan [Member] | ||||
Debt Instrument, Face Amount | $ 50,000,000 | |||
Loans Payable to Bank | $ 47,500,000 | |||
Debt Issuance Cost | 1,000,000 | |||
Amount Drawn From Credit Agreement For Refinancing of Debt | 50,000,000 | |||
Credit Agreement [Member] | Fifth Third Bank, Bank of America, and Huntington National Bank [Member] | Revolving Credit Facility [Member] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 75,000,000 | |||
Long-term Line of Credit | 8,000,000 | |||
Amount Drawn From Credit Agreement For Refinancing of Debt | $ 23,000,000 | |||
Credit Agreement [Member] | Fifth Third Bank, Bank of America, and Huntington National Bank [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | |||
Credit Agreement [Member] | Fifth Third Bank, Bank of America, and Huntington National Bank [Member] | Minimum [Member] | Base Rate [Member] | ||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |||
Credit Agreement [Member] | Fifth Third Bank, Bank of America, and Huntington National Bank [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | |||
Credit Agreement [Member] | Fifth Third Bank, Bank of America, and Huntington National Bank [Member] | Maximum [Member] | Base Rate [Member] | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |||
Credit Agreement [Member] | Fifth Third Bank, Bank of America, and Huntington National Bank [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Debt Instrument, Variable Rate | 2.18% | |||
Credit Agreement [Member] | Fifth Third Bank, Bank of America, and Huntington National Bank [Member] | Base Rate [Member] | ||||
Debt Instrument, Variable Rate | 4.25% | |||
Credit Agreement [Member] | Fifth Third Bank, Bank of America, and Huntington National Bank [Member] | ||||
Debt Agreement Maximum Borrowing Capacity | $ 125,000,000 | |||
Debt Instrument Basis Spread On Federal Funds Rate | 0.50% | |||
Debt Instrument Basis Spread On Eurodollar Rate | 1.00% | |||
Term Loan [Member] | Fifth Third Bank, Bank of America, and Huntington National Bank [Member] | ||||
Debt Instrument, Term | 5 years | |||
Senior Secured Credit Facility [Member] | Bank of America [Member] | Debt Principal [Member] | ||||
Repayments of Long-term Debt | $ 72,800,000 | |||
Senior Secured Credit Facility [Member] | Bank of America [Member] | ||||
Repayments of Long-term Debt | 73,000,000 | |||
Write off of Deferred Debt Issuance Cost | 200,000 | |||
Interest Expense | 200,000 | |||
Other Current Liabilities [Member] | ||||
Interest Payable, Current | 100,000 | $ 0.40 | ||
Write off of Deferred Debt Issuance Cost | 194,000 | |||
Interest Expense | $ 2,584,000 | $ 3,141,000 | $ 2,581,000 |
Note 4 - Components of Long-ter
Note 4 - Components of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Bank of America [Member] | ||
Commercial bank credit facility | $ 8,000 | $ 74,000 |
Term note payable - interest at 2.18% and 2.51% at December 31, 2015 and 2014 | 47,450 | 17,125 |
Variable interest rate (0.35% and 0.37% at both December 31, 2015 and 2014) bonds, which mature April 1, 2023, collateralized by buildings and equipment | 900 | 995 |
Total debt obligation | 56,350 | 92,120 |
Less: current portion | 5,095 | 3,595 |
Debt obligations, net of current portion | $ 51,255 | $ 88,525 |
Note 4 - Components of Long-t40
Note 4 - Components of Long-term Debt (Details) (Parentheticals) | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument, Interest Rate, Stated Percentage | 2.18% | 2.51% |
Variable interest rate | 0.35% | 0.37% |
Note 4 - Annual Aggregate Matur
Note 4 - Annual Aggregate Maturities (Details) $ in Thousands | Dec. 31, 2015USD ($) |
2,016 | $ 5,095 |
2,017 | 6,350 |
2,018 | 8,855 |
2,019 | 10,110 |
2,020 | 25,565 |
Thereafter | 375 |
Total Debt Obligation | $ 56,350 |
Note 4 - Quarterly Principal Pa
Note 4 - Quarterly Principal Payments (Details) - Credit Agreement [Member] - Term Loan [Member] - Fifth Third Bank, Bank of America, and Huntington National Bank [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
December 31, 2015 to June 30, 2017 [Member] | |
Quarterly Payment Period | $ 1,250 |
September 30, 2017 to June 30, 2018 [Member] | |
Quarterly Payment Period | 1,875 |
September 30, 2018 to March 31, 2020 [Member] | |
Quarterly Payment Period | $ 2,500 |
Note 4 - Future Minimum Lease P
Note 4 - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2015USD ($) |
2,016 | $ 217 |
2,017 | 211 |
2,018 | 215 |
2,019 | 216 |
2,020 | 216 |
Thereafter | 305 |
Less: amounts representing interest | (490) |
Present value of future minimum lease payments | 890 |
Less: current portion | 93 |
Capital lease obligations, net of current portion | $ 797 |
Note 5 - Commitments and Cont44
Note 5 - Commitments and Contingencies (Details Textual) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Minimum [Member] | |||
Operating Lease Term | 10 years | ||
Maximum [Member] | |||
Operating Lease Term | 15 years | ||
Operating Leases, Rent Expense | $ 27.2 | $ 25.2 | $ 19.5 |
Note 5 - Minimum Payments on Op
Note 5 - Minimum Payments on Operating Leases (Details) $ in Thousands | Dec. 31, 2015USD ($) |
2,016 | $ 26,597 |
2,017 | 27,128 |
2,018 | 27,690 |
2,019 | 28,270 |
2,020 | 28,156 |
Thereafter | 356,104 |
Total future maturities payments | $ 493,945 |
Note 7 - Related Party Transa46
Note 7 - Related Party Transactions (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jul. 31, 2015 | Feb. 28, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Payments to Related Party [Member] | Beijing Pingxiu BP [Member] | |||||
Related Party Transaction, Amounts of Transaction | $ 16,900,000 | ||||
Payments to Related Party [Member] | Nanyang [Member] | |||||
Related Party Transaction, Amounts of Transaction | 2,800,000 | ||||
Base Salary and Cash Bonus [Member] | Director of Information Technology [Member] | |||||
Related Party Transaction, Amounts of Transaction | $ 127,158 | ||||
Base Salary [Member] | Director of Information Technology [Member] | |||||
Related Party Transaction, Amounts of Transaction | 104,583 | ||||
Cash Bonus [Member] | Director of Information Technology [Member] | |||||
Related Party Transaction, Amounts of Transaction | 22,575 | ||||
Beijing Pingxiu BP [Member] | |||||
Accounts Payable, Related Parties | 0 | ||||
Nanyang [Member] | |||||
Accounts Payable, Related Parties | $ 500,000 | ||||
Director of Information Technology [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,916 | 8,000 | |||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 14.19 | $ 8.45 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | 5 years | |||
Share Based Compensation Arrangement By Share Based Payment Award Options Grant Date Fair Value | $ 43,538 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 482,671 | 768,750 | 709,500 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 10.91 | $ 11.47 | $ 23.54 |
Note 8 - Basic and Diluted Net
Note 8 - Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net income (loss) | $ 15,696 | $ 10,547 | $ (35,660) |
Weighted-average shares outstanding - basic (in shares) | 51,161,059 | 51,015,354 | 49,600,396 |
Dilutive common stock equivalents (in shares) | 143,923 | 14,436 | |
Weighted-average shares outstanding - diluted (in shares) | 51,304,982 | 51,029,790 | 49,600,396 |
Basic net income (loss) per share (in dollars per share) | $ 0.31 | $ 0.21 | $ (0.72) |
Diluted net income (loss) per share (in dollars per share) | $ 0.31 | $ 0.21 | $ (0.72) |
Antidulitive Shares (in shares) | 568,014 | 1,042,579 | 762,021 |
Note 9 - Equity Incentive Pla48
Note 9 - Equity Incentive Plans (Details Textual) - USD ($) | May. 15, 2013 | May. 13, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Aug. 21, 2012 |
Plan 2012 [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Common Stock Reserved for Future Issuance | 2,500,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized as Percentage of Outstanding Stock | 6.00% | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 2,500,000 | |||||||
Employee Stock Option [Member] | Selling, General and Administrative Expenses [Member] | ||||||||
Allocated Share-based Compensation Expense | $ 3,600,000 | $ 2,800,000 | $ 3,300,000 | |||||
Restricted Stock [Member] | ||||||||
Allocated Share-based Compensation Expense | 1,900,000 | 1,800,000 | $ 1,400,000 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | 700,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Othe than Options, Granted in Period, Fair Value | $ 900,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 700,000 | |||||||
Share Price | $ 16.40 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 76,691 | 189,235 | 230,896 | 295,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Nonvested | $ 1,300,000 | |||||||
Warrant [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 17,833,333 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 11.50 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 7,166,381 | |||||||
Proceeds from Warrant Exercises | $ 82,400,000 | |||||||
Class of Warrant or Right, Outstanding | 0 | 0 | 0 | 3,580,004 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 5 | $ 5.13 | $ 11.12 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 5,400,000 | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 328 days | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 400,000 | $ 0 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 2,624,945 | 2,471,000 | 2,274,917 | 1,751,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 13.07 | $ 13.27 | $ 14.02 | $ 10.10 | ||||
Proceeds from Warrant Exercises | $ 82,413,000 | |||||||
Warrants Exercised for Cashless Basis | 6,731,938 | |||||||
Class of Warrant, Exercised on Cashless Basis in Exchange of Shares | 2,790,061 | |||||||
Warrants and Rights Outstanding | $ 30,100,000 | |||||||
Warrant Redemption Price Per Share | $ 0.01 | |||||||
Warrants Reclassified from Liability to Equity | 7,071 |
Note 9 - Fair Value Assumptions
Note 9 - Fair Value Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Minimum [Member] | |||
Risk-free interest rate | 0.90% | 0.78% | 0.81% |
Expected volatility | 52.00% | 45.00% | |
Maximum [Member] | |||
Risk-free interest rate | 1.07% | 1.05% | 1.60% |
Expected volatility | 53.00% | 46.00% | |
Expected life (in years) | 5 years | 5 years | 7 years |
Expected volatility | 52.00% |
Note 9 - Stock Option Activity
Note 9 - Stock Option Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Balance (in shares) | 2,471,000 | 2,274,917 | 1,751,000 | |
Balance (in dollars per share) | $ 13.27 | $ 14.02 | $ 10.10 | |
Balance (in dollars per share) | $ 6.45 | $ 6.92 | $ 5.19 | |
Balance | 6 years 182 days | 7 years 219 days | 8 years 328 days | 9 years 255 days |
Balance | $ 38 | $ 13,051 | $ 11,784 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 482,671 | 768,750 | 709,500 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 10.91 | $ 11.47 | $ 23.54 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 5 | $ 5.13 | $ 11.12 | |
Exercised (in shares) | (69,932) | (15,917) | (22,999) | |
Exercised (in dollars per share) | $ 10 | $ 10 | $ 10 | |
Exercised (in dollars per share) | $ 5.17 | $ 5.19 | $ 5 | |
Cancelled/Forfeited (in shares) | (258,794) | (556,750) | (162,584) | |
Cancelled/Forfeited (in dollars per share) | $ 11.81 | $ 13.93 | $ 13.96 | |
Cancelled/Forfeited (in dollars per share) | $ 5.61 | $ 6.60 | $ 6.87 | |
Balance (in shares) | 2,624,945 | 2,471,000 | 2,274,917 | 1,751,000 |
Balance (in dollars per share) | $ 13.07 | $ 13.27 | $ 14.02 | $ 10.10 |
Balance (in dollars per share) | $ 6.30 | $ 6.45 | $ 6.92 | $ 5.19 |
Balance | $ 12,757 | $ 38 | $ 13,051 | $ 11,784 |
Exercisable at December 31, 2015 (in shares) | 1,035,631 | |||
Exercisable at December 31, 2015 (in dollars per share) | $ 13.53 | |||
Exercisable at December 31, 2015 (in dollars per share) | $ 6.79 | |||
Exercisable at December 31, 2015 | 6 years 255 days | |||
Vested and expected to vest, December 31, 2015 (in shares) | 2,330,520 | |||
Vested and expected to vest, December 31, 2015 (in dollars per share) | $ 13.28 | |||
Vested and expected to vest, December 31, 2015 (in dollars per share) | $ 6.44 | |||
Vested and expected to vest, December 31, 2015 | 6 years 219 days | |||
Vested and expected to vest, December 31, 2015 | $ 11,365 |
Note 9 - Options Outstanding (D
Note 9 - Options Outstanding (Details) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Exercise Price Range 1 [Member] | |
Range of Exercise Price, Lower (in dollars per share) | $ 5 |
Range of Exercise Price, Upper (in dollars per share) | $ 10 |
Options (in shares) | shares | 1,517,274 |
Weighted Average Exercise Price (in dollars per share) | $ 9.73 |
Weighted Average Remaining Contractual Life - Years | 6 years 186 days |
Exercise Price Range 2 [Member] | |
Range of Exercise Price, Lower (in dollars per share) | $ 10.01 |
Range of Exercise Price, Upper (in dollars per share) | $ 15 |
Options (in shares) | shares | 635,171 |
Weighted Average Exercise Price (in dollars per share) | $ 12.26 |
Weighted Average Remaining Contractual Life - Years | 5 years 302 days |
Exercise Price Range 3 [Member] | |
Range of Exercise Price, Lower (in dollars per share) | $ 15.01 |
Range of Exercise Price, Upper (in dollars per share) | $ 20 |
Options (in shares) | shares | 131,500 |
Weighted Average Exercise Price (in dollars per share) | $ 17.83 |
Weighted Average Remaining Contractual Life - Years | 7 years 47 days |
Exercise Price Range 4 [Member] | |
Range of Exercise Price, Lower (in dollars per share) | $ 20.01 |
Range of Exercise Price, Upper (in dollars per share) | $ 25 |
Options (in shares) | shares | 83,000 |
Weighted Average Exercise Price (in dollars per share) | $ 23.11 |
Weighted Average Remaining Contractual Life - Years | 7 years 251 days |
Exercise Price Range 5 [Member] | |
Range of Exercise Price, Lower (in dollars per share) | $ 25.01 |
Range of Exercise Price, Upper (in dollars per share) | $ 30 |
Options (in shares) | shares | 258,000 |
Weighted Average Exercise Price (in dollars per share) | $ 29.05 |
Weighted Average Remaining Contractual Life - Years | 7 years 259 days |
Note 9 - Restricted Stock Activ
Note 9 - Restricted Stock Activity (Details) - Restricted Stock [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Nonvested (in shares) | 189,235 | 230,896 | 295,000 |
Nonvested (in dollars per share) | $ 14.67 | $ 15.84 | $ 11.05 |
Granted (in shares) | 54,036 | 76,066 | 64,230 |
Granted (in dollars per share) | $ 12.45 | $ 11.93 | $ 28.27 |
Vested (in shares) | (164,235) | (117,727) | (128,334) |
Vested (in dollars per share) | $ 12.50 | $ 15.19 | $ 11.05 |
Forfeited (in shares) | |||
Forfeited (in dollars per share) | |||
Nonvested (in shares) | 76,691 | 189,235 | 230,896 |
Nonvested (in dollars per share) | $ 17.67 | $ 14.67 | $ 15.84 |
Note 10 - Income Taxes (Details
Note 10 - Income Taxes (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Related To Business Combination [Member] | |||
Deferred Income Tax Expense (Benefit) | $ 0 | $ 600,000 | |
Liability for Uncertain Tax Positions, Noncurrent | $ 0 | 0 | 0 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | 0 | 0 | 0 |
Business Combination Temporary Basis Difference In Assets Gross | $ 6,400,000 | ||
Effective Income Tax Rate Reconciliation At Federal And State Statutory Income Tax Rate | 40.00% | ||
Deferred Income Tax Expense (Benefit) | $ 5,743,000 | 1,190,000 | $ 3,788,000 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Assets Noncurrent | $ 0 | $ 400,000 |
Note 10 - Components of Benefit
Note 10 - Components of Benefit (Provision) for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Federal | $ 3,691 | $ 4,851 | $ 5,634 |
State | 1,886 | 1,351 | 2,520 |
Total Current | 5,577 | 6,202 | 8,154 |
Federal | 5,252 | 1,076 | 4,007 |
State | 247 | 104 | (219) |
Total Deferred | 5,743 | 1,190 | 3,788 |
Total Provision for Income Taxes | $ 11,076 | $ 7,382 | $ 11,942 |
Note 10 - Effective Income Tax
Note 10 - Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Federal statutory rate | 35.00% | 35.00% | 35.00% |
State income taxes, net of the federal tax benefit | 4.40% | 5.00% | (6.40%) |
Warrant expense | (80.00%) | ||
Stock based compensation | 1.40% | 1.50% | 1.90% |
Other | 0.60% | (0.30%) | (0.80%) |
Effective tax rate | 41.40% | 41.20% | (50.30%) |
Note 10 - Components of Net Def
Note 10 - Components of Net Deferred Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Section 743 carryforward | $ 29,843 | $ 32,728 |
Leasehold improvement reimbursements | 5,592 | 5,645 |
Inventory | 1,606 | 1,490 |
Deferred rent | 5,549 | 3,867 |
Stock based compensation | 2,488 | 1,352 |
Other | 1,023 | 894 |
Total deferred income tax assets | 46,101 | 45,976 |
Depreciation | 25,255 | 19,387 |
Total deferred income tax liabilities | 25,255 | 19,387 |
Net deferred income tax assets | $ 20,846 | $ 26,589 |
Note 11 - New Market Tax Cred57
Note 11 - New Market Tax Credit (Details Textual) - USD ($) $ in Millions | 1 Months Ended | |||
Jul. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Jul. 13, 2013 | |
Chase and US Bank [Member] | ||||
Accounts, Notes, Loans and Financing Receivable, Net, Current | $ 19.1 | |||
Tax Credits Maximum Percent of Qualifying Investments | 39.00% | |||
Proceeds from Contributed Capital | $ 5.6 | |||
Contributed Capital Net Proceeds | 4.4 | |||
Tile Shop Lending [Member] | ||||
Proceeds from Lines of Credit | $ 13.5 | |||
Debt Instrument, Interest Rate, Stated Percentage | 1.35% | |||
Deferred Finance Costs, Gross | $ 1 | |||
Investors And Tiles Shop Lending [Member] | Financing Agreement With Investments Funds And CDEs [Member] | ||||
Debt Instrument, Term | 40 years | |||
Debt Instrument, Interest Rate, Stated Percentage | 2.18% | 2.51% |
Note 12 - Retirement Savings 58
Note 12 - Retirement Savings Plan (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 400,000 | $ 500,000 | $ 400,000 |
Defined Benefit Plan, Contributions by Employer | $ 0 | $ 0 | $ 0 |
Note 13 - Quarterly Results of
Note 13 - Quarterly Results of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | |
Net sales | $ 71,914 | $ 72,404 | $ 75,706 | $ 72,963 | $ 63,342 | $ 62,806 | $ 66,665 | $ 64,379 |
Gross profit | 50,633 | 50,713 | 51,293 | 50,971 | 43,999 | 43,458 | 46,502 | 44,933 |
Income from operations | 6,927 | 6,666 | 8,438 | 7,195 | 3,789 | 3,706 | 7,120 | 6,961 |
Net loss | $ 3,786 | $ 3,761 | $ 4,490 | $ 3,659 | $ 1,506 | $ 1,504 | $ 3,828 | $ 3,709 |
Basic (in dollars per share) | $ 0.08 | $ 0.07 | $ 0.09 | $ 0.07 | $ 0.03 | $ 0.03 | $ 0.08 | $ 0.07 |
Diluted (in dollars per share) | $ 0.08 | $ 0.07 | $ 0.09 | $ 0.07 | $ 0.03 | $ 0.03 | $ 0.07 | $ 0.07 |