DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Mar. 30, 2014 |
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
Description of Business and Organization | ' |
Description of Business and Organization |
|
Fairway Group Holdings Corp. was incorporated in the State of Delaware on September 29, 2006 and is controlled by investment funds managed by Sterling Investment Partners L.P. and affiliates (collectively, “Sterling”). |
|
Fairway Group Holdings Corp. and subsidiaries (the “Company” or “Fairway”) operates in the retail food industry, selling fresh, natural and organic products, prepared foods and hard to find specialty and gourmet offerings along with a full assortment of conventional groceries. The Company operates fourteen stores in the Greater New York metropolitan area, three of which include Fairway Wine & Spirits locations. We opened two stores in fiscal 2012: the store on the Upper East side of Manhattan, New York, which opened in July 2011, and the store in Douglaston, New York, which opened in November 2011; we opened three stores in fiscal 2013: the store in Woodland Park, New Jersey, which opened in June 2012, the store in Westbury, New York, which opened in August 2012 and the store in Kips Bay Manhattan, New York, which opened in December 2012; and we opened two stores in fiscal 2014: the store in the Chelsea neighborhood of Manhattan, NY, which opened in late July 2013, and the store in Nanuet, NY, which opened in mid-October 2013. Seven of the Company’s food stores, which the Company refers to as “urban stores,” are located in New York City and the remainder, which the Company refers to as “suburban stores” are located in New York (outside of New York City), New Jersey and Connecticut. The Company has determined that it has one reportable segment. Substantially all of the Company’s revenue comes from the sale of items at its retail food stores. |
|
In January 2007, the Company purchased substantially all of the assets and assumed substantially all of the liabilities of the four retail food store operations operated by the Company’s predecessor. The consideration paid for the acquisition consisted of $97.4 million in cash, $2.4 million paid approximately two years from the date of the acquisition, 10% subordinated promissory notes in the aggregate principal amount of $22 million, recorded by the Company at fair value of $20 million, 19.9% of the issued and outstanding common and preferred stock of the Company having a value of approximately $12.7 million and transaction costs of approximately $7.2 million. |
|
On April 12, 2013, the Company amended and restated its certificate of incorporation to increase the number of shares the Company is authorized to issue to 150,000,000 shares of Class A common stock, 31,000,000 shares of Class B common stock and 5,000,000 shares of preferred stock. The amendment and restatement of the certificate of incorporation effected an internal recapitalization pursuant to which the Company effected a 118.58-for-one stock split on its outstanding common stock and reclassified its outstanding common stock into shares of Class A common stock. Accordingly, all common share and per share amounts in these financial statements and the notes thereto have been adjusted to reflect the 118.58-for-one stock split as though it had occurred at the beginning of the initial period presented. |
|
On April 22, 2013, the Company completed its initial public offering (“IPO”) of 15,697,500 shares of its Class A common stock at a price of $13.00 per share, which included 13,407,632 new shares sold by Fairway and the sale of 2,289,868 shares by existing stockholders (including 2,047,500 sold pursuant to the underwriters exercise of their over-allotment option). The Company received approximately $158.8 million in net proceeds from the IPO after deducting the underwriting discount and expenses related to the IPO. The Company used the net proceeds that it received from the IPO to (i) pay accrued but unpaid dividends on its Series A preferred stock totaling approximately $19.1 million, (ii) pay accrued but unpaid dividends on its Series B preferred stock totaling approximately $57.7 million, (iii) pay $9.2 million to an affiliate of Sterling Investment Partners in connection with the termination of the Company’s management agreement with such affiliate and (iv) pay contractual initial public offering bonuses to certain members of the Company’s management totaling approximately $8.1 million. During fiscal 2014, the Company used approximately $55.4 million of the net proceeds in connection with the opening of three new stores, its centralized production facility and capital expenditures on its other stores. The Company intends to use the remainder of the net proceeds, approximately $9.3 million, for new store growth and other general corporate purposes. The Company did not receive any of the proceeds from the sale of shares by the selling stockholders. In connection with the IPO, the Company issued 15,504,296 shares of Class B common stock (of which 33,576 shares automatically converted into 33,576 shares of Class A common stock) in exchange for all outstanding preferred stock and all accrued dividends not paid in cash with the proceeds of the IPO. |
|
|
Principles of Consolidation | ' |
Principles of Consolidation |
|
The consolidated financial statements include the accounts of Fairway Group Holdings Corp. and its wholly-owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. |
|
|
Fiscal Year | ' |
Fiscal Year |
|
The Company has selected a fiscal year ending on the Sunday closest to March 31. These financial statements are presented for the fiscal years ended April 1, 2012 (52 weeks) (“fiscal 2012”), March 31, 2013 (52 weeks) (“fiscal 2013”) and March 30, 2014 (52 weeks) (“fiscal 2014”). |
|
|
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents |
|
The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. Cash and cash equivalents include cash on hand, cash on deposit with banks and receipts from credit and debit card sales transactions which settle within a few days. The amount of credit and debit card sales transactions included within cash and cash equivalents as of March 31, 2013 and March 30, 2014 was approximately $8.9 million and $9.1 million, respectively. |
|
|
Merchandise Inventories | ' |
Merchandise Inventories |
|
Perishable inventories are stated at the lower of cost (first in, first out) or market. Non-perishable inventories are stated principally at the lower of cost or market, with cost determined under the retail method, which approximates average cost. Under the retail method, the valuation of inventories at cost and resulting gross margins are determined by applying a cost-to-retail ratio for various groupings of similar items to the retail value of inventories. Inherent in the retail inventory method calculations are certain management judgments and estimates which could impact the ending inventory valuation at cost as well as the resulting gross margins. |
|
|
Vendor Allowances | ' |
Vendor Allowances |
|
The Company recognizes vendor allowances including merchandise cost adjustments and merchandise volume related rebate allowances as a reduction of the cost of inventory when earned and as a reduction of cost of sales when the related inventory is sold. |
|
|
Accounts Receivable and Allowance for Doubtful Accounts | ' |
Accounts Receivable and Allowance for Doubtful Accounts |
|
Accounts receivable are composed primarily of vendor rebates from the purchase of goods and are stated at historical cost. Included in accounts receivable are amounts due from employees totaling approximately $143,000 and $112,000 at March 31, 2013 and March 30, 2014, respectively. Management evaluates accounts receivable to estimate the amount that will not be collected in the future and records the appropriate provision. The provision for doubtful accounts is recorded as a charge to operating expense and reduces accounts receivable. |
|
Allowance for doubtful accounts is calculated based on historical experience, vendor credit risk and application of the specific identification method and totaled approximately $180,000 and $444,000 at March 31, 2013 and March 30, 2014, respectively. During fiscal 2013 and fiscal 2014, the Company wrote off $611,000 and $247,000 of accounts receivable balances, respectively. |
|
|
Property and Equipment | ' |
Property and Equipment |
|
Additions to property and equipment are stated at cost. |
|
Renewals and improvements that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are expensed as incurred. |
|
Depreciation is computed under the straight-line method over the estimated useful lives of the assets. |
|
Upon retirement or disposition of property and equipment, the applicable cost and accumulated depreciation are removed from the accounts and any resulting gains or losses are included in the results of operations. The estimated useful lives of property and equipment are as follows: |
|
|
|
| | |
| | |
Equipment | | 3 — 7 years |
Furniture and fixtures | | 5 years |
Leasehold improvements | | The shorter of 10 years or the remaining term of the lease |
|
|
Goodwill and Other Intangibles Assets | ' |
Goodwill and Other Intangibles Assets |
|
The Company accounts for goodwill and other intangible assets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic No. 350 — Intangibles — Goodwill and Other. Accordingly, goodwill and identifiable intangible assets with indefinite lives are not amortized, but instead are subject to annual testing for impairment. During the fourth quarter of fiscal 2014, the Company changed the date of its annual impairment test from the last day of its fiscal year to the first day of its fiscal fourth quarter. The change was made to more closely align the impairment testing date with the Company’s long-range planning and forecasting process. The Company believes the change in its annual impairment testing date did not delay, accelerate or avoid an impairment charge. The Company has determined that this change in accounting principle is preferable under the circumstances and does not result in adjustments to its financial statements when applied retrospectively. |
|
Goodwill is tested for impairment on an annual basis, on the first day of the Company’s fiscal fourth quarter for fiscal 2014 and at the end of each fiscal year prior to fiscal 2014 or between annual tests if an event occurs or circumstances change that would reduce the fair value of a reporting unit below its carrying amount. To the extent the carrying amount of a reporting unit exceeds the fair value of the reporting unit, the Company is required to perform a second step, as this is an indication that the reporting unit goodwill may be impaired. In this step, the Company compares the implied fair value of the reporting unit goodwill with the carrying amount of the reporting unit goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit to all of the assets (recognized and unrecognized) and liabilities of the reporting unit in a manner similar to a purchase price allocation. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. |
|
The Company tests intangible assets that are not subject to amortization for impairment annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company tests indefinite-lived assets using a two-step approach. The first step screens for potential impairment while the second step measures the amount of impairment. The Company uses a discounted cash flow analysis to complete the first step in the process. The amount of the impairment loss, if any, is measured as the difference between the net book value of the asset and its estimated fair value. |
|
The Company’s detailed impairment analysis involves the use of discounted cash flow models. Significant management judgment is necessary to evaluate the impact of operating and macroeconomic changes on existing and forecasted results. Determining market values using a discounted cash flow method requires that we make significant estimates and assumptions, including long-term projections of cash flows, market conditions and appropriate market rates. The Company’s judgments are based on historical experience, current market trends and other information. In estimating future cash flows, the Company relies on internally generated forecasts for operating profits and cash flows, including capital expenditures. Critical assumptions include projected comparable store sales growth, timing and number of new store openings, gross profit rates, general and administrative expenses, direct store expenses, capital expenditures, discount rates and terminal growth rates. The Company determines discount rates based on the weighted average cost of capital of a market participant. Such estimates are derived from an analysis of peer companies and considers the industry weighted average return on debt and equity from a market participant perspective. The Company also uses comparable market earnings multiple data and market capitalization to corroborate the reporting unit valuation. Factors that could cause Company management to change estimates of future cash flows include a prolonged economic crisis, successful efforts by competitors to gain market share in the Company’s core markets, the Company’s inability to compete effectively with other retailers or its inability to maintain price competitiveness. The Company believes its assumptions are consistent with the plans and estimates used to manage the business; however, if actual results are not consistent with these estimates or assumptions, the Company may be exposed to an impairment charge that could be material. |
|
Based upon the results of the annual impairment review, it was determined that the fair value of the Company’s indefinite-lived intangible assets and reporting unit substantially exceeded the carrying value of the assets, and no impairment existed as of March 31, 2013 and March 30, 2014. |
|
|
Impairment of Long-Lived Assets | ' |
Impairment of Long-Lived Assets |
|
ASC 360, “Impairment of Long-Lived Assets” requires that long-lived assets other than goodwill and other non-amortizable intangibles be reviewed for impairment whenever events such as adjustments to lease terms or other adverse changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Additionally, on an annual basis, the recoverability of the carrying values of individual stores is evaluated. In reviewing for impairment, the Company compares the carrying value of such assets with finite lives to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. When the estimated undiscounted future cash flows are less than their carrying amount, an impairment loss is recognized equal to the difference between the assets’ fair value and their carrying value. |
|
When reviewing long-lived assets for impairment, the Company groups long-lived assets with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. For long-lived assets used at store locations, the review for impairment is done at the individual store level. These reviews involve comparing the carrying value of all leasehold improvements, machinery and equipment, computer equipment and furniture and fixtures located at each store to the net cash flow projections for each store. In addition, the Company conducts separate impairment reviews at other levels as appropriate. For example, a shared asset, such as a centralized production center, would be evaluated by reference to the aggregate assets, liabilities and projected cash flows of all areas of the business using that shared asset. |
|
The Company’s impairment loss calculations include uncertainty because they require management to make assumptions and to apply judgment to estimate future cash flows and asset fair values, including estimating the useful lives of assets and estimating the discount rate inherent in future cash flows, as discussed above under “—Goodwill and Other Intangible Assets”. If actual results are not consistent with the Company’s estimates and assumptions used in estimating future cash flows and asset fair values, the Company could be exposed to losses that could be material. |
|
Based upon the Company’s analysis, the estimated future cash flows substantially exceeded the Company’s value of the assets, and no impairment existed as of March 31, 2013 and March 30, 2014. |
|
|
Deferred Rent | ' |
Deferred Rent |
|
The Company leases stores, storage and production facilities and an administrative office under operating leases. These lease agreements generally include rent escalation clauses, renewal options, rent holidays and incentives. The Company recognizes scheduled rent increases, incentives and rent holidays on a straight-line basis over the term of the respective leases. |
|
|
Revenue Recognition | ' |
Revenue Recognition |
|
Revenue is recognized at point of sale which is the time of sale. All discounts provided to customers by the Company are recorded as reductions of sales at the time of sale. Net sales exclude sales taxes. |
|
|
Cost of Sales and Occupancy Costs | ' |
Cost of Sales and Occupancy Costs |
|
Cost of sales includes the cost of merchandise inventories sold during the period (net of discounts and allowances), distribution and food preparation costs and shipping and handling costs. The Company receives various rebates from third party vendors in the form of purchase or sales volume discounts. Purchase volume discounts are calculated based on actual purchase volumes and are recognized as a reduction of cost of sales when the related merchandise is sold. Occupancy costs include store rental costs and property taxes. |
|
|
Direct Store Expenses | ' |
Direct Store Expenses |
|
Direct store expenses consist of store-level expenses such as salaries and benefit costs for the store work force, supplies, store depreciation and store-specific marketing costs. Store-level labor costs are generally the largest component of direct store expenses. |
|
|
General and Administrative Expenses | ' |
General and Administrative Expenses |
|
General and administrative expenses consist primarily of non-store specific employee costs, corporate and marketing expenses (including pre-opening advertising costs beginning in fiscal 2013), management fees, depreciation and amortization expense as well as other expenses associated with corporate headquarters, and expenses for accounting, information systems, legal, business development, human resources, purchasing and other administrative departments. |
|
|
Store Opening Costs | ' |
Store Opening Costs |
|
Store opening costs include rent expense incurred during construction of new stores and costs related to new location openings, including costs associated with hiring and training personnel, supplies and other miscellaneous costs. Rent expense is recognized upon taking possession of a store site, which generally ranges from three to six months before the opening of a store, although in some situations, the possession period can exceed twelve months. Store opening costs are expensed as incurred. |
|
|
Income Taxes | ' |
Income Taxes |
|
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities for a change in tax rates is recognized in income in the period that includes the enactment date. |
|
A valuation allowance is recorded to reduce the carrying value of deferred tax assets when it is more likely than not that some or all of the deferred tax assets will expire before the realization of the benefit or that the future deductibility is not probable. The ultimate realization of the deferred tax assets depends upon the Company’s ability to generate sufficient taxable income of the appropriate character in the future. In forecasting future taxable income, management uses estimates and makes assumptions regarding significant future events, including the timing and number of new store openings, same store sales growth, suburban and urban mix of stores, corporate operating leverage, industry trends and competition. In evaluating the recoverability of deferred tax assets, the Company considers and weighs all available positive and negative evidence, including past operating results, the existence of cumulative losses in the most recent years and the forecast of future taxable income. When the likelihood of the realization of existing deferred tax assets changes, adjustments to the valuation allowance are charged in the period in which the determination is made. If estimates and assumptions change in the future, the Company may be required to record additional valuation allowances against its deferred tax assets, resulting in additional income tax expense in the Company’s Consolidated Statements of Operations, or conversely to reduce the existing valuation allowance resulting in less income tax expense. |
|
The Company may recognize the tax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained by the taxing authorities based on technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Significant accounting judgment is required in determining the provision for income taxes and related accruals, deferred tax assets and liabilities. The Company believes that its tax positions are consistent with applicable tax law, but certain positions may be challenged by taxing authorities. In the ordinary course of business, there are transactions and calculations where the ultimate tax outcome is uncertain. In addition, the Company is subject to periodic audits and examinations by the Internal Revenue Service (“IRS”) and other state and local taxing authorities. Although management believes that the estimates are reasonable, actual results could differ from these estimates. |
|
The Company does not have any material uncertain tax positions for the fiscal years ended April 1, 2012, March 31, 2013 and March 30, 2014. |
|
The Company recorded a partial valuation allowance of $41.0 million against its deferred tax assets in fiscal 2013 and recorded a full valuation allowance against the remainder of its deferred tax assets in fiscal 2014. The Company does not believe that there is a reasonable likelihood that any portion of the valuation allowance will be reversed in the Company’s five year planning horizon ending in fiscal 2019 and therefore no sensitivity analysis was deemed necessary. |
|
|
Advertising | ' |
Advertising |
|
Advertising and display costs are expensed as incurred and approximated $6.5 million, $9.5 million and $6.6 million for the fiscal years ended April 1, 2012, March 31, 2013 and March 30, 2014, respectively. Marketing costs are expensed as incurred and approximated $2.4 million, $1.2 million and $1.5 million for the fiscal years ended April 1, 2012, March 31, 2013 and March 30, 2014, respectively. |
|
|
Concentrations of Credit Risks | ' |
Concentrations of Credit Risks |
|
The Company’s customers are consumers located primarily in the New York metropolitan area who purchase products at the Company’s stores. Financial instruments which potentially subject the Company to concentrations of credit risk consist of accounts receivable. As of March 31, 2013 and March 30, 2014, there were no significant concentrations of accounts receivable or related credit risk. |
|
The Company maintains cash balances at financial institutions. Accounts at U.S. financial institutions are insured by the Federal Deposit Insurance Corporation up to $250,000. At March 31, 2013 and March 30, 2014, the balances exceeding this insurable limit approximated $16.4 million and $54.1 million, respectively. |
|
Approximately 15% of accounts payable at March 31, 2013 and March 30, 2014 is due to one supplier. |
|
|
Concentrations of Supplier Risks | ' |
Concentrations of Supplier Risks |
|
The Company’s single largest third-party supplier in fiscal 2012, 2013 and 2014 was White Rose, Inc., accounting for approximately 13%, 15% and 16% of its total purchases, respectively. Under the Company’s agreement with White Rose, it is obligated to purchase substantially all of its requirements for specified products, principally conventional grocery, dairy, frozen food and ice cream products, which are available from White Rose, for its existing stores. In addition, United Natural Foods, Inc. (“UNFI”), which is the Company’s primary supplier of specified natural and organic products, principally dry grocery, frozen food, vitamins/supplements and health, beauty and wellness, accounted for approximately 9% of its total purchases in each of fiscal 2012, 2013 and 2014. The use of White Rose and UNFI gives the Company purchasing power through the volume discounts they receive from manufacturers. |
|
|
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments |
|
Effective April 2, 2012, the Company adopted Accounting Standards Update (“ASU”) 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP” (“ASU 2011-04”), which establishes common requirements for measuring fair value and related disclosures in accordance with Generally Accepted Accounting Principles (“GAAP”). The adoption of ASU 2011-04, which primarily consists of clarification and wording changes to existing fair value measurement and disclosure requirements, did not have an impact on the Company’s consolidated financial statements. |
|
The Company applies the FASB guidance for “Fair Value Measurements.” Under this standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. |
|
In determining fair value, the Company uses various valuation approaches. The hierarchy of those valuation approaches is broken down into three levels based on the reliability of inputs as follows: |
|
Level 1 - | Inputs that are quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. The valuation under this approach does not entail a significant degree of judgment. | |
| | |
Level 2 - | Inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include: quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates and yield curves observable at commonly quoted intervals or current market) and contractual prices for the underlying financial instrument, as well as other relevant economic measures. | |
| | |
Level 3 - | Inputs that are unobservable for the asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. | |
|
The Company’s non-financial assets measured at fair value on a non-recurring basis include goodwill and intangible assets. To estimate fair value for such assets, the Company uses techniques including discounted expected future cash flows (“DCF”) (Level 3 input). A discounted cash flow analysis calculates the fair value by estimating the after-tax cash flows attributable to a reporting unit or asset and then discounting the after-tax cash flows to a present value using a risk-adjusted discount rate. Assumptions used in the DCF require the exercise of significant judgment, including judgment about appropriate discount rates and terminal values, growth rates and the amount and timing of expected future cash flows. |
|
The carrying amount of the Company’s interest rate cap agreement, which expired on July 19, 2013, was measured at fair value, on a recurring basis, using a standard valuation model that incorporates inputs other than quoted prices that are observable. The Company’s interest rate cap agreement was classified as Level 2 as of March 31, 2013. |
|
The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate their fair value due to short term maturities as of March 31, 2013 and March 30, 2014. The long-term debt (Note 8 - Long-Term Debt) approximated fair value as of March 31, 2013 and March 30, 2014, because it has variable interest rates which reflect market changes to interest rates and contain variable risk premiums based on current market conditions. |
|
|
Deferred Financing Fees | ' |
Deferred Financing Fees |
|
The Company incurred approximately $0.7 million, $3.4 million and $0.5 million of financing fees in the fiscal years ended April 1, 2012, March 31, 2013 and March 30, 2014, respectively, in conjunction with the debt refinancing discussed in Note 8. These costs are being deferred and amortized using the effective interest method over the life of the related debt instrument. |
|
|
Net Loss Per Common Share | ' |
Net Loss Per Common Share |
|
Basic and diluted net loss per common share is calculated by dividing net loss attributable to common stockholders by the weighted average common shares outstanding for the fiscal year. Diluted net loss per common share is calculated by dividing net loss attributable to common stockholders by the weighted average common shares outstanding for the fiscal year plus the effect of any potential common shares that have been issued if these additional shares are dilutive. For all periods presented, basic and diluted net loss per common share are the same, as any additional common stock equivalents would be anti-dilutive. |
|
For the fiscal year ended April 1, 2012, there were 2,115,924 additional potentially dilutive shares of common stock, consisting of 1,930,822 outstanding warrants and 185,102 shares of unvested restricted stock. |
|
For the fiscal year ended March 31, 2013, there were 2,076,793 additional potentially dilutive shares of common stock, consisting of 1,930,822 outstanding warrants and 145,971 shares of unvested restricted stock. |
|
For the fiscal year ended March 30, 2014, there were 3,548,941 additional potentially dilutive shares of common stock, consisting of 109,920 shares of unvested restricted stock, 1,071,362 unvested options to purchase shares of Class A common stock and unvested restricted stock units covering 2,367,659 shares of Class A common stock. |
|
|
Stock-Based Compensation | ' |
Stock-Based Compensation |
|
The Company measures and recognizes stock-based compensation expense for all equity-based payment awards made to employees, including grants of employee stock options and restricted stock units, using estimated fair values. The fair value of the award that is ultimately expected to vest is recognized as compensation expense over the requisite service period. For awards with a change of control condition, an evaluation is made at the grant date and future periods as to the likelihood of the condition being met. Compensation expense is adjusted in future periods for subsequent changes in the expected outcome of the change of control conditions until the vesting date. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. |
|
To determine the fair value of equity-based payment awards, valuation methods are used which require management to make assumptions and apply judgments. These assumptions and judgments include estimating the future volatility of the Company’s stock price, the expected term of the share-based award, dividend yield, risk-free interest rates, future employee turnover rates and future employee stock option exercise behaviors. Since there is limited trading history of the Company’s common stock, the volatility is estimated based on historical price data of publicly traded companies within the Company’s peer group having similar characteristics. Changes in these assumptions can materially affect the fair value estimate and the amount of compensation expense recognized within individual periods. To the extent actual results or updated estimates differ from the Company’s current estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. Estimates and assumptions are based upon information currently available, including historical experience and current business and economic conditions. However, if actual results are not consistent with the Company’s estimates or assumptions, the Company may be exposed to changes in stock-based compensation expense that could be material. |
|
Stock-based compensation awards that provide for accelerated vesting in the event of a change in control, which the Company believes in the near future is unlikely, could have a material effect on the Company’s results of operations. To date, stock-based compensation awards covering approximately 867,000 shares of our Class A common stock provide for accelerated vesting in the event of a change in control. Additionally, while the Company’s forfeiture assumption represents a particularly sensitive estimate that could affect stock-based compensation expense, the Company does not believe that it is likely to significantly change in the foreseeable future. |
|
|
Insurance Recoveries | ' |
Insurance Recoveries |
|
Insurance recoveries related to impairment losses recorded and other recoverable expenses are recognized up to the amount of the related loss or expense in the period that recoveries are deemed probable. Insurance recoveries under business interruption coverage and insurance gains in excess of amounts written off related to impaired merchandise inventories and property and equipment are recognized when they are realizable and all contingencies have been resolved. The evaluation of insurance recoveries requires estimates and judgments about future results which affect reported amounts and certain disclosures. Actual results could differ from those estimates. Refer to Note 15 to these financial statements for additional discussion. |
|
|
Use of Estimates | ' |
Use of Estimates |
|
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, as well as revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include net realizable value of merchandise inventories, valuation of long-lived assets (including goodwill and intangible assets), useful lives associated with amortization and depreciation of intangible assets, property and equipment, stock compensation and valuation of deferred tax assets. |
|
|
Reclassifications | ' |
Reclassifications |
|
Certain reclassifications have been made to the prior fiscal years’ amounts to conform to the current fiscal year’s presentation. |
|
Derivative Instruments | ' |
Derivative Instruments |
|
The Company does not currently utilize derivative financial instruments to hedge its exposure to changes in interest rates, although it has done so in prior years and will be required to do so under its senior credit facility if requested by the administrative agent at any time after the one month LIBO Rate (as defined in the senior credit facility) exceeds 1.50%. The Company does not use financial instruments or derivatives for any trading or other speculative purposes. Hedge effectiveness is measured by comparing the change in fair value of the hedged item to the change in fair value of the derivative instrument. The effective portion of the gain or loss of the hedge is recorded as other comprehensive income (loss) in the periods presented, if applicable. Any ineffective portion of the hedge, as well as amounts not included in the assessment of effectiveness, is recorded in the consolidated statements of operations under the caption “interest expense.” The Company has not applied hedge accounting on its interest rate cap agreement. |
|
|
Recently Issued Accounting Pronouncements | ' |
Recently Issued Accounting Pronouncements |
|
Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on its accompanying consolidated financial statements. |
|
|
Treasury Stock | ' |
Treasury Stock |
|
Treasury shares repurchased are recorded at cost. |
|