Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying consolidated financial statements include the accounts of the parent, Duluth Holdings Inc., and its wholly-owned subsidiary, Duluth Trading Company, LLC. Effective October 3, 2016, Duluth Trading Company, LLC was dissolved and no longer consolidated, which did not impact the Company’s consolidated financial statements. The Company also consolidates Schlecht Retail Ventures LLC (“SRV”) as a variable interest entity (see Note 5 “Variable Interest Entities”). Use of Estimates The preparation of financial statements in conformity with U.S. 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, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Revenue Recognition The Company recognizes revenue when the following four criteria are met: · persuasive evidence of an arrangement exists; · title has passed to the customer; · the sales price is fixed and determinable and no further obligation exists; and · collectability is reasonably assured. These criteria are met upon customer receipt of the product (for direct sales) or at the point of sale (for retail store transactions). At the time of revenue recognition, the Company provides for estimated costs that may be incurred for product warranties and sales returns. A liability is recognized at the time a gift card is sold, and revenue is recognized at the time the gift card is redeemed for merchandise. Cost of Goods Sold and Selling, General and Administrative Expenses The following table illustrates the primary costs classified in cost of goods sold and selling, general and administrative expenses: Cost of Goods Sold Selling, General and Administrative Expenses Direct cost of purchased merchandise Payroll and payroll-related expenses Inventory shrinkage and inventory adjustments due to obsolescence Third party logistics ("3PL") Inbound freight Occupancy expenses related to stores and operations at the Company's headquarters, including utilities Freight from the Company's distribution centers to its stores Depreciation and amortization Advertising expenses, including television advertising, catalog production and mailing and print advertising costs Freight associated with shipping product to customers Consulting and professional fees Deferred Catalog and Advertising Expenses The Company’s direct-response advertising consists of producing, printing and mailing catalogs, which are capitalized as deferred catalog costs and amortized over the expected term of the related revenue stream (generally three to five months from the date catalogs are mailed). The Company’s non-direct response advertising costs are expensed as they are incurred. Non-direct response advertising costs primarily consist of billboards, web marketing programs, and radio and television advertisements. Catalog and advertising expenses were $ 88.6 million, $78.5 million and $65.2 million for fiscal 2017, fiscal 2016 and fiscal 2015, respectively. Shipping and Processing Shipping and processing revenue generated from customer orders has been classified as a component of net sales. Shipping and processing expense, including handling expense, has been classified as a component of selling, general and administrative expenses. The Company incurred shipping and processing expenses of $ 28.1 million, $24.3 million and $20.4 million for fiscal 2017, fiscal 2016 and fiscal 2015, respectively. Income Taxes Prior to November 25, 2015, the Company was taxed as an “S” corporation for income tax purposes under section 1362 of the Code, and therefore was not subject to federal and state income taxes. On November 25, 2015, the Company’s “S” corporation status terminated and the Company became subject to corporate-level federal and state income taxes at prevailing corporate rates. As a result of the conversion, effective November 25, 2015, the Company accounts for income taxes and related accounts using the liability method in accordance with ASC Topic 740, Income Taxes (“ASC 740”). Under ASC 740, the Company accrues income taxes payable or refundable and recognizes deferred tax assets and liabilities based on differences between U.S. GAAP and tax bases of assets and liabilities. The Company measures deferred tax assets and liabilities using enacted tax rates in effect for the years in which the differences are expected to reverse, and recognizes the effect of a change in enacted rates in the period of enactment. A valuation allowance is established if it is more likely than not that some portion or all of the deferred income tax asset will not be realized. The Company establishes assets and liabilities for uncertain tax positions taken or expected to be taken in income tax returns, using a more-likely-than-not recognition threshold. The Company recognizes penalties and interest related to uncertain tax positions as income tax expense. See Note 8 “Income Taxes,” of these Notes to Consolidated Financial Statements for further discussion. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. At various times during the year, the Company has certain cash balances deposited in financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and management believes it is not exposed to any significant credit risk. Restricted Cash The Company’s restricted cash is held in an escrow account and is used to pay some portion of the construction loans entered into by the third party landlords (the “Landlords”) in connection with some of the Company’s retail store leases. The restricted cash is disbursed based on the escrow agreement entered into by and among the Landlords, the Company and the escrow agent. Significant Suppliers The Company’s principal supplier of inventory accounted for 50% , 51% and 54% of total inventory expenditures in fiscal 2017, fiscal 2016 and fiscal 2015, respectively. The Company also had a second supplier that accounted for 18% , 21% and 17% of total inventory expenditures in fiscal 2017, fiscal 2016 and fiscal 2015, respectively. Inventory Valuation Inventory, consisting of purchased product, is valued at the lower of cost and net realizable value, under the first-in, first-out method. Property and Equipment Property and equipment consist of the following: January 28, 2018 January 29, 2017 (in thousands) Land and land improvements $ 3,055 $ 2,986 Leasehold improvements 20,985 12,752 Buildings 33,906 16,178 Vehicles 177 177 Warehouse equipment 5,850 3,939 Office equipment and furniture 22,161 11,125 Computer equipment 3,573 2,509 Software 7,540 6,659 97,247 56,325 Accumulated depreciation and amortization (22,739) (15,529) 74,508 40,796 Construction in progress 35,197 11,636 Property and equipment, net $ 109,705 $ 52,432 The Company recorded depreciation expense of $ 7.3 million, $ 4.6 million and $ 2.8 million for fiscal 2017, fiscal 2016 and fiscal 2015, respectively. The Company expenses all routine repair and maintenance costs that do not extend the estimated useful life of the asset. Property and equipment are carried at cost and are generally depreciated using the straight-line method over the estimated useful lives. Leasehold improvements are depreciated over the shorter of the lease term or estimated useful life. Depreciable lives by major classification are as follows: Years Land improvements 15 - 40 Leasehold improvements 3 - 15 Buildings 39 Vehicles 5 - 10 Warehouse equipment 5 - 15 Office equipment and furniture 3 - 10 Computer equipment 3 - 5 Software 3 - 5 Build-to-Suit Lease The Company may at times be involved in the construction of stores to be leased by the Company and, depending on the extent to which the Company is involved, the Company may be deemed the owner of the leased premises for accounting purposes during the store construction period. For leases that the Company is deemed the owner of the property during the construction period, upon commencement of the construction project, the Company is required to capitalize the cash and non-cash assets contributed by the landlord for construction as property and equipment on the Company’s Consolidated Balance Sheets. Upon the completion of the construction project, the Company performs an analysis on the lease to determine if the Company qualifies for sale-leaseback treatment. For those qualifying leases, the finance lease obligation and the associated property and equipment are removed and the difference is reclassified to either prepaid or deferred rent and amortized over the lease term as an increase or decrease to rent expense. If the lease does not qualify for sale-leaseback treatment, the finance lease obligation is amortized over the lease term based on the rent payments in the lease agreement and the associated property and equipment are depreciated over the estimated useful life. As of January 28, 2018, and January 29, 2017, the Company capitalized $36.5 million and $6.6 million in property and equipment, respectively, and $0.3 million and $0.01 million in accumulated depreciation, respectively, and recorded a $26.6 million and a $3.3 million non-current liability, respectively, related to build-to-suit lease transactions in which the Company is considered the owner for accounting purposes. Goodwill Goodwill represents the excess of purchase price over the fair value of net assets acquired. ASC Topic 350, Intangibles-Goodwill and Other , requires that goodwill be tested for impairment annually, or more often if an event or circumstance indicates that an impairment loss may have been incurred. The Company’s management uses its judgment in assessing whether goodwill may have become impaired between annual impairment tests. Indicators such as unexpected adverse business conditions, economic factors, competitive activities, loss of key personnel and acts by governments may signal that an asset has become impaired. Total goodwill is reported in the Company’s direct segment. Management performed a qualitative assessment of goodwill as of December 31, 2017, 2016 and 2015, and determined that it was more likely than not that the fair value of the Company was greater than its carrying amount; as such, no further evaluation of goodwill was deemed necessary. No impairment was recognized for the years ended January 28, 2018, January 29, 2017, or January 31, 2016. Other Assets Other assets include loan origination fees, trade names and other non-current assets which are amortized over their estimated useful lives ranging from three to fifteen years. Other assets also include security deposits required by certain of the Company’s lease agreements and prepaid expenses which are not expected to be amortized within the next 12 months. Amortization expense was $0.1 million for each fiscal 2017, fiscal 2016 and fiscal 2015. Accumulated amortization was $0.3 million and $0.2 million as of January 28, 2018 and January 29, 2017, respectively. Scheduled future amortization of amortizable other assets are as follows as of January 28, 2018: Fiscal year (in thousands) 2018 $ 29 2019 26 2020 22 2021 21 2022 20 Thereafter 80 $ 198 Impairment of Long-Lived Assets The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and the carrying value of the asset or group of assets. Such analyses necessarily involve judgment. For fiscal 2017, fiscal 2016 and fiscal 2015, management did not identify any events or changes in circumstances that indicated the potential impairment of long-lived assets. Deferred Rent Obligation Certain of the Company’s operating lease agreements contain provisions for future rent increases, a rent free period, and/or a period in which rental payments are reduced (abated). For each such agreement, the total amount of rental payments due over the lease term is being charged to rent expense on the straight-line method over the term of the lease. The difference between rent expense recorded and the amount paid is charged to deferred rent obligations, the current portion of which is included in accrued other expenses in the consolidated balance sheets. Store Pre-opening Costs Store pre-opening costs are expensed as incurred and are included in selling, general and administrative expenses. Stock-Based Compensation In connection with the IPO, the Company adopted the 2015 Equity Incentive Plan of Duluth Holdings Inc. (“2015 Plan”), which provides compensation alternatives such as stock options, shares, restricted stock, restricted stock units, deferred stock and performance share units, using or based on the Company’s Class B common stock. At the time of adoption, the Company reserved 1,614,631 shares of Class B common stock for the issuance of awards under the 2015 Plan. On the first day of the first four fiscal years following the IPO, the number of shares reserved for future issuance under the 2015 Plan will increase by 1.25% of the number of Class A and Class B common stock outstanding on the last day of the immediately preceding fiscal year. On January 29, 2018, the number of Class B common stock available for future issuance under the 2015 Plan was 2,653,439 shares. The Company accounts for its stock-based compensation plan in accordance with ASC Topic 718, Stock Compensation , which requires the Company to measure all share-based payments at grant date fair value and recognize the cost over the requisite service period of the award. Restricted stock issued to board members generally vests over a period of one year. Restricted stock issued to key employees and executives typically vests over a period of two to five years based on the terms for each individual award. The fair value of the restricted stock is determined based on the market value of the Company’s Class B common stock on the grant date. Restricted stock forfeitures are recognized as incurred. For restricted stock awards granted prior to the Company’s IPO, the fair value of the Company’s Class B common stock was calculated by an independent third party and was estimated by taking the average of the results of applying discounted cash flow and market comparable analyses. This value was then discounted due to the lack of marketability and liquidity of the restricted stock. Total stock compensation expense associated with restricted stock recognized by the Company was $ 1.6 million, $1.2 million and $0.7 million for fiscal 2017, fiscal 2016 and fiscal 2015, respectively, and is included in selling, general and administrative expenses on the Consolidated Statements of Operations. The following is a summary of the activity in the Company’s non-vested restricted stock during the years ended January 28, 2018, January, 29, 2017, and January 31, 2016: Weighted average grant date fair value Shares per share Outstanding at February 1, 2015 246,708 $ 1.67 Granted 587,769 3.78 Vested (38,124) 3.35 Outstanding at January 31, 2016 796,353 3.15 Granted 59,814 23.41 Vested (61,455) 7.52 Outstanding at January 29, 2017 794,712 4.34 Granted 110,878 19.54 Vested (347,825) 3.04 Forfeited (21,294) 22.31 Outstanding at January 28, 2018 536,471 $ 7.60 At January 28, 2018, the Company had unrecognized compensation expense of $ 2.1 million related to the restricted stock awards, which is expected to be recognized over a weighted average period of 1.8 years. Taxes Collected from Customers The Company presents all non-income government-assessed taxes (sales, use and value-added taxes) collected from its customers and remitted to governmental agencies on a net basis (excluded from revenue) in its consolidated financial statements. Other Comprehensive Income or Loss Other comprehensive income or loss represents the change in equity from non-shareholder or non-member transactions, which is not included in the statements of earnings but is reported as a separate component of shareholders’ equity. For fiscal 2016 and fiscal 2015, other comprehensive income or loss consists of changes in the fair value of the Company’s interest rate swap agreements. Fair Value Measurements ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”) , defines fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date (i.e., an exit price). The exit price is based on the amount that the holder of the asset or liability would receive or need to pay in an actual transaction (or in a hypothetical transaction if an actual transaction does not exist) at the measurement date. ASC 820 describes a fair value hierarchy based on three levels of inputs that may be used to measure fair value, of which the first two are considered observable and the last unobservable, as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying values of cash, accounts receivable, accounts payable and long-term obligations approximate fair value. The carrying value of goodwill and intangible assets are tested annually, or more frequently if an event occurs that indicates an impairment loss may have been incurred, using fair value measurements with unobservable inputs (Level 3). The carrying value of the Company's available-for-sale security was valued based on a discounted cash flow method (Level 3). January 28, 2018 January 29, 2017 Cost or Gross Gross Amortized Unrealized Unrealized Estimated Estimated Cost Gains Losses Fair Value Fair Value (in thousands) Level 3 security: Corporate trust $ 6,323 $ — $ — $ 6,323 $ — The following table presents the future receipts related to the Company’s available-for-sale security by contractual maturity as of January 28, 2018. Cost and estimated fair value are equal. Estimated Fair Value (in thousands) Within one year $ 28 After one year through five years 739 After five years through ten years 1,208 After ten years 4,348 Total $ 6,323 |