Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Oct. 28, 2018 | Dec. 05, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Oct. 28, 2018 | |
Document Fiscal Year Focus | 2,019 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | dlth | |
Entity Registrant Name | DULUTH HOLDINGS INC. | |
Entity Central Index Key | 1,649,744 | |
Current Fiscal Year End Date | --02-03 | |
Entity Filer Category | Accelerated Filer | |
Class A common stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 3,364,200 | |
Class B common stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 29,214,676 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Oct. 28, 2018 | Jan. 28, 2018 |
Current Assets: | ||
Cash | $ 2,500 | $ 2,865 |
Accounts receivable | 339 | 52 |
Other receivables | 2,827 | 273 |
Inventory, less reserve for excess and obsolete items of $2,972 and $1,866, respectively | 131,448 | 89,548 |
Prepaid expenses & other current assets | 11,975 | 7,642 |
Deferred catalog costs | 1,137 | 1,446 |
Total current assets | 150,226 | 101,826 |
Property and equipment, net | 165,885 | 109,705 |
Restricted cash | 693 | 4,218 |
Available-for-sale security | 6,323 | 6,323 |
Goodwill | 402 | 402 |
Other assets, net | 988 | 628 |
Total assets | 324,517 | 223,102 |
Current liabilities: | ||
Trade accounts payable | 34,200 | 17,320 |
Accrued expenses and other current liabilities | 30,715 | 25,261 |
Income taxes payable | 7,631 | |
Current maturities of capital lease obligations | 165 | 4 |
Current maturities of long-term debt | 80 | 80 |
Total current liabilities | 65,160 | 50,296 |
Long-term line of credit | 65,000 | |
Capitalized lease obligations, less current maturities | 27,578 | 31 |
Finance lease obligations under build-to-suit leases | 17,330 | 26,578 |
Deferred rent obligations, less current maturities | 3,892 | 3,355 |
Deferred tax liabilities | 1,573 | 2,100 |
Long-term debt, less current maturities | 1,333 | 1,393 |
Total liabilities | 181,866 | 83,753 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Preferred stock, no par value; 10,000 shares authorized; no shares issued or outstanding as of October 28, 2018 and January 28, 2018 | ||
Treasury stock, at cost; 5 and 3 shares as of October 28, 2018 and January 28, 2018, respectively | (92) | (57) |
Capital stock | 89,335 | 88,043 |
Retained earnings | 49,972 | 48,084 |
Total shareholders' equity of Duluth Holdings Inc. | 139,215 | 136,070 |
Noncontrolling interest | 3,436 | 3,279 |
Total shareholders' equity | 142,651 | 139,349 |
Total liabilities and shareholders' equity | 324,517 | 223,102 |
Class A common stock [Member] | ||
Shareholders’ equity: | ||
Common stock | ||
Class B common stock [Member] | ||
Shareholders’ equity: | ||
Common stock |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Oct. 28, 2018 | Jan. 28, 2018 |
Reserve for excess and obsolete items | $ 2,972 | $ 1,866 |
Preferred stock, par value | $ 0 | $ 0 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Treasury stock, shares | 5,000 | 3,000 |
Class A common stock [Member] | ||
Common stock, par value | $ 0 | $ 0 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 3,364,000 | 3,364,000 |
Common stock, shares outstanding | 3,364,000 | 3,364,000 |
Class B common stock [Member] | ||
Common stock, par value | $ 0 | $ 0 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 29,228,000 | 29,101,000 |
Common stock, shares outstanding | 29,223,000 | 29,098,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Oct. 28, 2018 | Jul. 29, 2018 | Apr. 29, 2018 | Oct. 29, 2017 | Jul. 30, 2017 | Apr. 30, 2017 | Oct. 28, 2018 | Oct. 29, 2017 | |
Condensed Consolidated Statements of Operations [Abstract] | ||||||||
Net sales | $ 106,701 | $ 83,729 | $ 317,561 | $ 253,642 | ||||
Cost of goods sold (excluding depreciation and amortization) | 45,730 | 36,302 | 138,410 | 108,649 | ||||
Gross profit | 60,971 | 47,427 | 179,151 | 144,993 | ||||
Selling, general and administrative expenses | 63,534 | 48,039 | 172,075 | 137,467 | ||||
Operating (loss) income | (2,563) | (612) | 7,076 | 7,526 | ||||
Interest expense | 1,583 | 661 | 3,638 | 1,199 | ||||
Other income, net | 3 | 73 | 168 | 175 | ||||
(Loss) income before income taxes | (4,143) | (1,200) | 3,606 | 6,502 | ||||
Income tax (benefit) expense | (1,067) | (454) | 913 | 2,480 | ||||
Net (loss) income | (3,076) | $ 6,452 | $ (683) | (746) | $ 4,353 | $ 415 | 2,693 | 4,022 |
Less: Net income attributable to noncontrolling interest | 74 | 70 | 157 | 199 | ||||
Net (loss) income attributable to controlling interest | $ (3,150) | $ (816) | $ 2,536 | $ 3,823 | ||||
Basic earnings per share (Class A and Class B): | ||||||||
Weighted average shares of common stock outstanding, Basic | 32,098 | 31,861 | 32,065 | 31,837 | ||||
Net (loss) income per share attributable to controlling interest, Basic | $ (0.10) | $ (0.03) | $ 0.08 | $ 0.12 | ||||
Diluted earnings per share (Class A and Class B): | ||||||||
Weighted average shares and equivalents outstanding, Diluted | 32,098 | 31,861 | 32,402 | 32,297 | ||||
Net (loss) income per share attributable to controlling interest, Diluted | $ (0.10) | $ (0.03) | $ 0.08 | $ 0.12 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2018 | Oct. 29, 2017 | Oct. 28, 2018 | Oct. 29, 2017 | |
Condensed Consolidated Statements of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (3,076) | $ (746) | $ 2,693 | $ 4,022 |
Other comprehensive income | ||||
Comprehensive (loss) income | (3,076) | (746) | 2,693 | 4,022 |
Comprehensive income attributable to noncontrolling interest | 74 | 70 | 157 | 199 |
Comprehensive (loss) income attributable to controlling interest | $ (3,150) | $ (816) | $ 2,536 | $ 3,823 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Shareholders’ Equity - USD ($) $ in Thousands | Capital stock [Member] | Treasury stock [Member] | Retained earnings [Member] | Noncontrolling interest in variable interest entity [Member] | Total |
Beginning balance at Jan. 29, 2017 | $ 86,446 | $ 24,733 | $ 2,609 | $ 113,788 | |
Beginning balance (in shares) at Jan. 29, 2017 | 32,376,000 | ||||
Issuance of common stock, shares | 73,000 | ||||
Restricted stock forfeitures, shares | (7,000) | ||||
Amortization of stock-based compensation | $ 324 | 324 | |||
Capital contributions | 269 | 269 | |||
Net (loss) income | 355 | 60 | 415 | ||
Ending balance at Apr. 30, 2017 | $ 86,770 | 25,088 | 2,938 | 114,796 | |
Ending balance (in shares) at Apr. 30, 2017 | 32,442,000 | ||||
Beginning balance at Jan. 29, 2017 | $ 86,446 | 24,733 | 2,609 | 113,788 | |
Beginning balance (in shares) at Jan. 29, 2017 | 32,376,000 | ||||
Net (loss) income | 4,022 | ||||
Ending balance at Oct. 29, 2017 | $ 87,632 | $ (57) | 28,556 | 3,202 | 119,333 |
Ending balance (in shares) at Oct. 29, 2017 | 32,461,000 | ||||
Beginning balance at Apr. 30, 2017 | $ 86,770 | 25,088 | 2,938 | 114,796 | |
Beginning balance (in shares) at Apr. 30, 2017 | 32,442,000 | ||||
Issuance of common stock, shares | 29,000 | ||||
Restricted stock forfeitures, shares | (1,000) | ||||
Amortization of stock-based compensation | $ 293 | 293 | |||
Capital contributions | 525 | 525 | |||
Net (loss) income | 4,284 | 69 | 4,353 | ||
Ending balance at Jul. 30, 2017 | $ 87,063 | 29,372 | 3,532 | 119,967 | |
Ending balance (in shares) at Jul. 30, 2017 | 32,470,000 | ||||
Issuance of common stock, shares | 7,000 | ||||
Restricted stock forfeitures, shares | (13,000) | ||||
Amortization of stock-based compensation | $ 569 | 569 | |||
Restricted stock surrendered for taxes | (57) | (57) | |||
Restricted stock surrendered for taxes, shares | (3,000) | ||||
Distributions | (400) | (400) | |||
Net (loss) income | (816) | 70 | (746) | ||
Ending balance at Oct. 29, 2017 | $ 87,632 | (57) | 28,556 | 3,202 | 119,333 |
Ending balance (in shares) at Oct. 29, 2017 | 32,461,000 | ||||
Beginning balance at Jan. 28, 2018 | $ 88,043 | (57) | 48,084 | 3,279 | 139,349 |
Beginning balance (in shares) at Jan. 28, 2018 | 32,462,000 | ||||
Cumulative effect from adoption of ASC 606 (Footnote 1) at Jan. 28, 2018 | (648) | (648) | |||
Adjusted balance at Jan. 28, 2018 | $ 88,043 | (57) | 47,436 | 3,279 | 138,701 |
Adjusted balance (in shares) at Jan. 28, 2018 | 32,462,000 | ||||
Issuance of common stock, shares | 106,000 | ||||
Amortization of stock-based compensation | $ 409 | 409 | |||
Restricted stock surrendered for taxes | (35) | (35) | |||
Restricted stock surrendered for taxes, shares | (2,000) | ||||
Net (loss) income | (691) | 8 | (683) | ||
Ending balance at Apr. 29, 2018 | $ 88,452 | (92) | 46,745 | 3,287 | 138,392 |
Ending balance (in shares) at Apr. 29, 2018 | 32,566,000 | ||||
Beginning balance at Jan. 28, 2018 | $ 88,043 | (57) | 48,084 | 3,279 | 139,349 |
Beginning balance (in shares) at Jan. 28, 2018 | 32,462,000 | ||||
Cumulative effect from adoption of ASC 606 (Footnote 1) at Jan. 28, 2018 | (648) | (648) | |||
Adjusted balance at Jan. 28, 2018 | $ 88,043 | (57) | 47,436 | 3,279 | 138,701 |
Adjusted balance (in shares) at Jan. 28, 2018 | 32,462,000 | ||||
Net (loss) income | 2,693 | ||||
Ending balance at Oct. 28, 2018 | $ 89,335 | (92) | 49,972 | 3,436 | 142,651 |
Ending balance (in shares) at Oct. 28, 2018 | 32,587,000 | ||||
Beginning balance at Apr. 29, 2018 | $ 88,452 | (92) | 46,745 | 3,287 | 138,392 |
Beginning balance (in shares) at Apr. 29, 2018 | 32,566,000 | ||||
Issuance of common stock, shares | 20,000 | ||||
Amortization of stock-based compensation | $ 449 | 449 | |||
Net (loss) income | 6,377 | 75 | 6,452 | ||
Ending balance at Jul. 29, 2018 | $ 88,901 | (92) | 53,122 | 3,362 | 145,293 |
Ending balance (in shares) at Jul. 29, 2018 | 32,586,000 | ||||
Issuance of common stock, shares | 3,000 | ||||
Restricted stock forfeitures, shares | (2,000) | ||||
Amortization of stock-based compensation | $ 434 | 434 | |||
Net (loss) income | (3,150) | 74 | (3,076) | ||
Ending balance at Oct. 28, 2018 | $ 89,335 | $ (92) | $ 49,972 | $ 3,436 | $ 142,651 |
Ending balance (in shares) at Oct. 28, 2018 | 32,587,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 28, 2018 | Oct. 29, 2017 | |
Cash flows from operating activities: | ||
Net income | $ 2,693 | $ 4,022 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation and amortization | 8,187 | 5,104 |
Stock based compensation | 1,305 | 1,186 |
Deferred income taxes | (150) | (60) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (287) | (17) |
Other receivables | (2,554) | (1,320) |
Inventory | (44,776) | (57,020) |
Prepaid expense & other current assets | (4,951) | (3,136) |
Deferred catalog costs | (1,416) | (1,006) |
Trade accounts payable | 19,126 | 18,665 |
Income taxes payable | (7,780) | (5,225) |
Accrued expenses and deferred rent obligations | 7,101 | 3,850 |
Net cash used in operating activities | (23,502) | (34,957) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (45,878) | (37,501) |
Change in other assets | (439) | (6,323) |
Purchases of other assets | (85) | |
Net cash used in investing activities | (46,317) | (43,909) |
Cash flows from financing activities: | ||
Proceeds from line of credit | 100,982 | 76,476 |
Payments on line of credit | (35,982) | (26,375) |
Proceeds from long term debt | 800 | |
Payments on long term debt | (60) | (34) |
Payments on capital lease obligations | (4) | (14) |
Change in bank overdrafts | 2,930 | |
Distributions to holders of noncontrolling interest in variable interest entity | (400) | |
Proceeds from finance lease obligations | 941 | 2,358 |
Capital contributions to variable interest entity | 794 | |
Shares withheld for tax payments on vested restricted shares | (35) | (57) |
Other | 87 | 38 |
Net cash provided by financing activities | 65,929 | 56,516 |
Decrease in cash and restricted cash | (3,890) | (22,350) |
Cash and restricted cash at beginning of period | 7,083 | 25,477 |
Cash and restricted cash at end of period | 3,193 | 3,127 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 3,362 | 947 |
Income taxes paid | 10,055 | 8,950 |
Supplemental disclosure of non-cash information: | ||
Property and equipment acquired through capital lease | 27,711 | |
Property and equipment acquired under build-to-suit leases | 3,583 | 12,739 |
Unpaid liability to acquire property and equipment | $ 3,001 | $ 4,144 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 9 Months Ended |
Oct. 28, 2018 | |
Nature of Operations and Basis of Presentation [Abstract] | |
Nature of Operations and Basis of Presentation | 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION A. Nature of Operations Duluth Holdings Inc. (“Duluth Trading” or the “Company”), a Wisconsin corporation, is a lifestyle brand of men’s and women’s casual wear, workwear and accessories sold exclusively through the Company’s own direct and retail channels. The direct segment, consisting of the Company’s website and catalogs, offers products nationwide. In 2010, the Company added retail to its omni-channel platform with the opening of its first store. Since then, Duluth Trading has expanded its retail presence, and as of October 28, 2018 , the Company operated 40 retail stores and three outlet stores. The Company’s products are marketed under the Duluth Trading brand, with the majority of products being exclusively developed and sold as Duluth Trading branded merchandise. The Company has two classes of authorized common stock: Class A common stock and Class B common stock. The rights of holders of Class A common stock and Class B common stock are identical, except for voting and conversion rights. Each share of Class A common stock is entitled to ten votes per share and is convertible at any time into one share of Class B common stock. Each share of Class B common stock is entitled to one vote per share. The Company’s Class B common stock trades on the NASDAQ Global Select Market under the symbol “DLTH.” B. Basis of Presentation The condensed consolidated financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”). The Company consolidates Schlecht Retail Ventures LLC (“SRV”) as a variable interest entity (see Note 6 “Variable Interest Entity”). All intercompany balances and transactions have been eliminated. The Company’s fiscal year ends on the Sunday nearest to January 31 of the following year. Fiscal 2018 is a 53-week period and ends on February 3, 2019. Fiscal 2017 was a 52-week period and ended on January 28, 2018. The three and nine months of fiscal 2018 and fiscal 2017 represent the Company’s 13 and 39-week periods ended October 28, 2018 and October 29, 2017 , respectively. The accompanying condensed consolidated financial statements as of and for the three and nine months ended October 28, 2018 and October 29, 2017 have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, in the opinion of the Company, include all adjustments (which are normal and recurring in nature) necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such SEC rules and regulations as of and for the three and nine months ended October 28, 2018 and October 29, 2017 . These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s annual report on Form 10-K for the fiscal year ended January 28, 2018. C. Seasonality of Business The Company’s business is affected by the pattern of seasonality common to most retail apparel businesses. Historically, the Company has recognized a significant portion of its revenue and operating profit in the fourth fiscal quarter of each year as a result of increased sales during the holiday season. D . Restricted Cash and Reconciliation of cash and restricted cash to the condensed statement of cash flows The Company’s restricted cash is held in escrow accounts and is used to pay a portion of the construction loans entered into by third party landlords (the “Landlords”) in connection with the Company’s retail store leases. The restricted cash is disbursed based on the escrow agreements entered into by and among the Landlords, the Company and the escrow agent. The following table provides a reconciliation of cash and restricted cash reported within the Condensed Consolidated Balance Sheet that sum to the total of the same such amounts shown in the Condensed Consolidated Statements of Cash Flows. October 28, 2018 (in thousands) Cash $ 2,500 Restricted cash 693 Total cash and restricted cash shown in the condensed consolidated statement of cash flows $ 3,193 E . 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 of property of which the Company is deemed to be the owner 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 Condensed 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 October 28, 2018 , the Company capitalized $ 33.1 million in property and equipment and $0.8 million in accumulated depreciation and recorded a $1 7.3 million non-current liability related to build-to-suit transactions in which the Company is considered the owner for accounting purposes. As of January 28, 2018, the Company capitalized $36.5 million in property and equipment and $0.3 million in accumulated depreciation and recorded a $26.6 million non-current liability related to build-to-suit transactions in which the Company is considered the owner for accounting purposes. F. Significant Accounting Policies Except as disclosed below, there have been no significant changes to the Company’s significant accounting policies as described in the Company’s Annual Report on Form 10-K for the year ended January 28, 2018. Recently Adopted Accounting Pronouncements On January 29, 2018, the Company adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”), which supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition . ASC 606 requires revenue recognition to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASC 606 also requires disclosure of the nature, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted ASC 606 utilizing the modified retrospective approach, with the cumulative effect of initially applying the new standard recognized in retained earnings. As such, the comparative prior period information has not been restated and continues to be reported under the accounting standards in effect for those periods. The adoption of ASC 606 had the following effect beginning with the Company’s January 29, 2018 financial statements: (1) revenues on direct sales are recognized upon shipment, which is when the customer obtains control of the product and reflects the consideration the Company expects to be entitled to in exchange for the product; (2) catalog costs are expensed upon receipt by customers; and (3) the estimated cost of inventory associated with sales returns reserve is presented within prepaid expense and other current assets rather than netted in product returns reserve within accrued expenses and other current liabilities on the condensed consolidated balance sheets. The adoption of ASC 606 did not have a material impact on the Company’s condensed consolidated financial statements. On January 29, 2018, the Company adopted ASU No. 2016-08, Statement of Cash Flows (Topic 230): Restricted Cash (“ASC 230”), which requires companies to include cash and cash equivalents that have restrictions on withdrawal or use in total cash and cash equivalents on the statement of cash flows. As a result of the adoption of ASC 230, the Company no longer discloses changes in restricted cash on the statement of cash flows and discloses a reconciliation to the total cash and restricted cash balances on the condensed consolidated balance sheets (see item D above). On January 29, 2018, the Company adopted ASU No. 2016-01, Financial Instruments (Subtopic 825-10) (“ASC 825-10”), which amends various aspects of the recognition, measurement, presentation, and disclosure for financial instruments. The most significant impact relates to the accounting for equity instruments. The adoption of ASC 825-10 did not have a material impact on the Company’s condensed consolidated financial statements. G. Reclassifications As discussed above in the significant accounting policies section, with the adoption of ASC 230, the prior year cash flows from investing activities have been reclassified: October 29, 2017 (in thousands) Net cash used in investing activities: As previously reported $ (44,643) Reclassification based on adoption of ASC 230 734 As reclassified $ (43,909) |
Revenues
Revenues | 9 Months Ended |
Oct. 28, 2018 | |
Revenues [Abstract] | |
Revenues | 2. REVENUES Effective January 29, 2018, the Company adopted ASC 606 using the modified retrospective method. The comparative information presented in the condensed consolidated financial statements is not restated and is reported under the accounting standards in effect for those periods presented. See Note 1 under “Significant Accounting Policies” for a discussion of the significant changes resulting from the adoption of ASC 606. The Company’s revenue primarily consists of the sale of apparel, footwear and hard goods. For the Company’s direct segment, revenues are recognized upon shipment, which is when the customer obtains control of the product and has the ability to direct the use of the product, including, among other options, the ability to redirect the product to a different shipping destination. For the Company’s retail segment, revenues are recognized at the point of sale. The Company provides the customer the right of return on the product and revenue is adjusted based on an estimate of the expected returns based on historical rates as well as events that may cause changes to historical rates. The Company considers the sale of products in either the direct or retail segment as a single performance obligation. Shipping and processing revenue generated from customer orders are included as a component of net sales and shipping and processing expense, including handling expense, is included as a component of selling, general and administrative expenses. Sales tax collected from customers and remitted to taxing authorities is excluded from revenue and is included in accrued expenses. The Company’s contract liabilities primarily consist of gift card liabilities and are recorded in accrued expenses and other current liabilities under deferred revenue (see Note 4 “Accrued Expenses and Other Current Liabilities”) on the Company’s condensed consolidated balance sheets. Upon the issuance of a gift card, a liability is established for its cash value. The gift card liability is relieved and revenues on gift cards are recorded at the time of redemption by the customer. Based on historical redemption patterns, gift cards are generally redeemed within one year and gift card breakage is not material. The following table presents the impact of the adoption of ASC 606 on the Company’s condensed consolidated balance sheets as of January 29, 2018, the first day of fiscal 2018: January 28, 2018 Adjustments due to ASC 606 January 29, 2018 (in thousands) Inventory, net $ 89,548 $ (629) $ 88,919 Prepaid expenses & other current assets 7,642 1,073 8,715 Deferred catalog costs 1,446 (1,365) 81 Total current assets 101,826 (921) 100,905 Total assets 223,102 (921) 222,181 Accrued expenses and other current liabilities 25,261 (45) 25,216 Income taxes payable 7,631 149 7,780 Total current liabilities 50,296 104 50,400 Deferred tax liabilities 2,100 (377) 1,723 Total liabilities 83,753 (273) 83,480 Total shareholders' equity 139,349 (648) 138,701 Total liabilities and shareholders' equity 223,102 (921) 222,181 The following tables present the effects of the adoption of ASC 606 on the Company’s condensed consolidated balance sheets as of October 28, 2018 and the Company’s condensed consolidated statements of operations for the three and nine months ended October 28, 2018 : October 28, 2018 As Reported Adjustments due to ASC 606 Balances without Adoption of ASC 606 (in thousands) Inventory, net $ 131,448 $ 1,998 $ 133,446 Prepaid expenses & other current assets 11,975 (396) 11,579 Deferred catalog costs 1,137 91 1,228 Total current assets 150,226 1,693 151,919 Total assets 324,517 1,693 326,210 Accrued expenses and other current liabilities 30,715 3,501 34,216 Total current liabilities 65,160 3,501 68,661 Deferred tax liabilities 1,573 (470) 1,103 Total liabilities 181,866 3,031 184,897 Total shareholders' equity 142,651 (1,338) 141,313 Total liabilities and shareholders' equity 324,517 1,693 326,210 October 28, 2018 Three Months Ended Nine Months Ended As Reported Adjustments due to ASC 606 Balances without Adoption of ASC 606 As Reported Adjustments due to ASC 606 Balances without Adoption of ASC 606 (in thousands) Net sales $ 106,701 $ (2,097) $ 104,604 $ 317,561 $ (3,711) $ 313,850 Cost of goods sold (excluding depreciation and amortization) 45,730 (1,212) 44,518 138,410 (2,117) 136,293 Gross profit 60,971 (885) 60,086 179,151 (1,594) 177,557 Selling, general and administrative expenses 63,534 (139) 63,395 172,075 1,090 173,165 Operating (loss) income (2,563) (746) (3,309) 7,076 (2,684) 4,392 Interest expense 1,583 — 1,583 3,638 — 3,638 Other income, net 3 — 3 168 — 168 (Loss) income before income taxes (4,143) (746) (4,889) 3,606 (2,684) 922 Income tax (benefit) expense (1,067) (194) (1,261) 913 (698) 215 Net (loss) income (3,076) (552) (3,628) 2,693 (1,986) 707 Less: Net income attributable to noncontrolling interest 74 — 74 157 — 157 Net (loss) income attributable to controlling interest $ (3,150) $ (552) $ (3,702) $ 2,536 $ (1,986) $ 550 |
Debt and Line of Credit
Debt and Line of Credit | 9 Months Ended |
Oct. 28, 2018 | |
Debt and Line of Credit [Abstract] | |
Debt and Line of Credit | 3. DEBT AND LINE OF CREDIT Debt consists of the following: October 28, 2018 January 28, 2018 (in thousands) SRV Mortgage Term A Note $ 660 $ 690 SRV Mortgage Term B Note 753 783 $ 1,413 $ 1,473 Less: current maturities 80 80 Long-term debt $ 1,333 $ 1,393 Line of credit $ 65,000 $ — Schlecht Retail Ventures LLC SRV entered into a mortgage note (“SRV Term A Note”) with an original balance of $ 0.8 million. The SRV Term A Note was scheduled to mature in September 2017 and required monthly payments of $ 3,300 plus interest at 3.1% , with a final balloon payment due in September 2017. On July 20, 2017, SRV refinanced the SRV Term A Note, which extended the maturity date to September 2022 , with a final balloon payment in September 2022, and changed the interest rate to 3.69% . The required monthly payments of $3,300 did not change. On July 20, 2017, SRV entered into a mortgage note (“SRV Term B Note”) with an original balance of $0.8 million. The SRV Term B Note matures in September 2022 and requires monthly payments of $3,300 plus interest at 3.69% , with a final balloon payment in September 2022. The SRV Term A Note and SRV Term B Note are guaranteed by the Company’s majority shareholder and collateralized by certain real property owned by SRV in Mt. Horeb, Wisconsin. Line of Credit On September 29, 2017, the Company entered into a first amendment to the Amended and Restated Loan Agreement dated as of October 7, 2016 (the “Amended and Restated Agreement”), providing for borrowing availability of up to $60.0 million from September 29, 2017 through July 31, 2019. Effective November 1, 2017, the Company entered into a second amendment to the Amended and Restated Agreement, providing for borrowing availability of up to $80.0 million from November 1, 2017 through December 31, 2017 and borrowing availability of up to $60.0 million from January 1, 2018 through July 31, 2019. The Amended and Restated Agreement was scheduled to mature on July 31, 2019 , and bore interest, payable monthly, at a rate equal to the adjusted LIBOR rate, as defined in the Amended and Restated Agreement. The Amended and Restated Agreement was secured by essentially all Company assets and required the Company to maintain compliance with certain financial and non-financial covenants, including minimum tangible net worth and a minimum trailing twelve month EBITDA. In addition, the Amended and Restated Agreement did not contain borrowing base limits. Effective May 17, 2018, the Company terminated its Amended and Restated Agreement and entered into a new credit agreement (the “Credit Agreement”) which provides for borrowing availability of up to $80.0 million in revolving credit (the “Revolver”), and borrowing availability of up to $50.0 million in a delayed draw term loan (“DDTL”), for a total credit facility of $130.0 million. The $80.0 million revolving credit matures on May 17, 2023 . The $50.0 million DDTL is available to draw upon in differing amounts through May 17, 2020, and matures on May 17, 2023 . The outstanding balance of $27.5 million under the Amended and Restated Agreement was paid off with borrowings under the Credit Agreement. The Credit Agreement is secured by essentially all Company assets and requires the Company to maintain compliance with certain financial and non-financial covenants, including a maximum rent adjusted leverage ratio and a minimum fixed charge coverage ratio as defined in the Credit Agreement. At the Company’s option, the interest rate applicable to the Revolver or DDTL will be a floating rate equal to: (i) the base rate plus a margin of 25 to 100 basis points (“bps”), based upon the Company’s rent adjusted leverage ratio, or (ii) a fixed rate for a one-, two-, three- or six-month interest period equal to LIBOR for such interest period plus a margin of 125 to 200 bps, based upon the Company’s rent adjusted leverage ratio (effective rate of 3.8% at October 28, 2018 ). In addition, outstanding balances under the DDTL require quarterly principal payments with a final balloon payment at maturity. As of October 28, 2018 and for the nine months then ended, the Company was in compliance with all financial and non-financial covenants for all debts discussed above. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Oct. 28, 2018 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
Accrued Expenses and Other Current Liabilities | 4. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following: October 28, 2018 January 28, 2018 (in thousands) Salaries and benefits $ 2,750 $ 5,370 Deferred revenue 4,860 7,285 Freight 2,446 4,062 Product returns 1,354 1,080 Catalog costs 479 839 Unpaid purchases of property & equipment 3,001 2,028 Accrued advertising 8,834 1,011 Other 6,991 3,586 Total accrued expenses and other current liabilities $ 30,715 $ 25,261 |
Investment
Investment | 9 Months Ended |
Oct. 28, 2018 | |
Investment [Abstract] | |
Investment | 5. INVESTMENT 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 are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying value of the Company’s available-for-sale security was valued based on a discounted cash flow method (Level 3). October 28, 2018 January 28, 2018 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 $ 6,323 The following table presents future principal receipts related to the Company’s available-for-sale security by contractual maturity as of October 28, 2018 . Cost and estimated fair value are equal. Estimated Fair Value (in thousands) Within one year $ 113 After one year through five years 801 After five years through ten years 1,291 After ten years 4,118 Total $ 6,323 |
Variable Interest Entity
Variable Interest Entity | 9 Months Ended |
Oct. 28, 2018 | |
Variable Interest Entity [Abstract] | |
Variable Interest Entity | 6. VARIABLE INTEREST ENTITY Based upon the criteria set forth in ASC 810, Consolidation , the Company has determined that it was the primary beneficiary of one variable interest entity (“VIE”) as of October 28, 2018 and January 28, 2018 , as the Company absorbs significant economics of the entity and has the power to direct the activities that are considered most significant to the entity. The Company leases certain retail store facilities and office buildings from SRV, a VIE whose primary purpose and activity is to own this real property. SRV is a Wisconsin limited liability company that is owned by the majority shareholder of the Company. The Company considers itself the primary beneficiary for SRV as the Company is expected to receive a majority of SRV’s expected residual returns based on the activity of SRV. As the Company is the primary beneficiary, it consolidates SRV and the leases are eliminated in consolidation. The condensed consolidated balance sheets include the following amounts as a result of the consolidation of SRV as of October 28, 2018 and January 28, 2018 : October 28, 2018 January 28, 2018 (in thousands) Cash $ 754 $ 655 Other receivables 20 10 Property and equipment, net 4,088 4,114 Other assets, net 12 53 Total assets $ 4,874 $ 4,832 Other current liabilities $ 105 $ 160 Long-term debt 1,333 1,393 Noncontrolling interest in VIE 3,436 3,279 Total liabilities and shareholders' equity $ 4,874 $ 4,832 On August 18, 2017, the Company entered into a lease agreement with TRI Holdings, LLC (“TRI”), the developer of the Company’s headquarters in Mt. Horeb, Wisconsin. The Company took occupancy of the newly constructed headquarters on October 15, 2018. The Company’s headquarters lease is recorded as a capitalized lease on the Company’s Condensed Consolidated Balance Sheets. In conjunction with the lease, the Company invested $6.3 million in a trust (see Note 5 “Investment”) that loaned funds to TRI for the construction of the Company’s future headquarters. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Oct. 28, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 7. EARNINGS PER SHARE Earnings per share is computed under the provisions of ASC 260 , Earnings Per Share . Basic earnings per share is based on the weighted average number of common shares outstanding for the period. Diluted earnings per share is based on the weighted average number of common shares plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding restricted stock. The reconciliation of the numerator and denominator of the basic and diluted earnings per share calculation is as follows: Three Months Ended Nine Months Ended October 28, 2018 October 29, 2017 October 28, 2018 October 29, 2017 (in thousands, except per share data) Numerator - net (loss) income attributable to controlling interest $ (3,150) $ (816) $ 2,536 $ 3,823 Denominator - weighted average shares (Class A and Class B) Basic 32,098 31,861 32,065 31,837 Dilutive shares — — 337 460 Diluted 32,098 31,861 32,402 32,297 (Loss) earnings per share (Class A and Class B) Basic $ (0.10) $ (0.03) $ 0.08 $ 0.12 Diluted $ (0.10) $ (0.03) $ 0.08 $ 0.12 The computation of dilutive earnings per share for the three months ended October 28, 2018 and October 29, 2017, excluded 0.3 million and 0.4 million shares of unvested restricted stock, respectively, because their inclusion would be anti-dilutive due to a net loss. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Oct. 28, 2018 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | 8. STOCK-BASED COMPENSATION The Company accounts for its stock-based compensation plan in accordance with ASC 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. Total stock compensation expense associated with restricted stock recognized by the Company was $0.4 million and $1.3 million for the three and nine months ended October 28, 2018 , respectively, and $0.6 million and $1.2 million for the three and nine months ended October 29, 2017 , respectively. The Company’s total stock compensation expense is included in selling, general and administrative expenses on the Condensed Consolidated Statements of Operations. A summary of the activity in the Company’s unvested restricted stock during the nine months ended October 28, 2018 is as follows: Weighted average fair value Shares per share Outstanding at January 28, 2018 536,471 $ 7.60 Granted 128,501 18.33 Vested (200,604) 5.18 Forfeited (1,531) 19.61 Outstanding at October 28, 2018 462,837 $ 11.27 At October 28, 2018 , the Company had unrecognized compensation expense of $ 3.2 million related to the restricted stock awards, which is expected to be recognized over a weighted average period of 2.3 years. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Oct. 28, 2018 | |
Property and Equipment [Abstract] | |
Property and Equipment | 9. PROPERTY AND EQUIPMENT Property and equipment consist of the following: October 28, 2018 January 28, 2018 (in thousands) Land and land improvements $ 3,055 $ 3,055 Leasehold improvements 30,166 20,985 Buildings 73,943 33,906 Vehicles 161 177 Warehouse equipment 11,293 5,850 Office equipment and furniture 33,929 22,161 Computer equipment 4,700 3,573 Software 19,237 7,540 176,484 97,247 Accumulated depreciation and amortization (30,799) (22,739) 145,685 74,508 Construction in progress 20,200 35,197 Property and equipment, net $ 165,885 $ 109,705 |
Segment Reporting
Segment Reporting | 9 Months Ended |
Oct. 28, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting | 10. SEGMENT REPORTING The Company has two operating segments, which are also its reportable segments: direct and retail. The direct segment includes net sales from the Company’s website and catalogs. The retail segment includes net sales from the Company’s retail and outlet stores. These two operating segments are components of the Company for which separate financial information is available and for which operating results are evaluated on a regular basis by the chief operating decision maker in deciding how to allocate resources and in assessing performance of the segments. Income tax expense, and corporate expenses, which include but are not limited to: human resources, legal, finance, information technology, design and other corporate-related expenses are included in the Company’s direct segment. Interest expense, depreciation and amortization, and property and equipment expenditures, are recognized in each segment. Advertising expenses are generally included in the Company’s direct segment, except for specific store advertising, which is included in the Company’s retail segment. Net sales outside of the United States were insignificant. Variable allocations of assets are not made for segment reporting. The Company does not have any assets outside of the United States. Segment information is presented in the following table: Three Months Ended Nine Months Ended October 28, 2018 October 29, 2017 October 28, 2018 October 29, 2017 Net sales Direct $ 59,827 $ 54,146 $ 186,872 $ 175,588 Retail 46,874 29,583 130,689 78,054 Total net sales $ 106,701 $ 83,729 $ 317,561 $ 253,642 Operating (loss) income Direct $ (8,357) $ (2,738) $ (9,362) $ 230 Retail 5,794 2,126 16,438 7,296 Total operating (loss) income (2,563) (612) 7,076 7,526 Interest expense 1,583 661 3,638 1,199 Other income, net 3 73 168 175 (Loss) income before income taxes $ (4,143) $ (1,200) $ 3,606 $ 6,502 Net sales by business is presented in the following table: Three Months Ended Nine Months Ended October 28, 2018 October 29, 2017 October 28, 2018 October 29, 2017 Net sales Men's $ 72,789 $ 58,186 $ 216,143 $ 176,692 Women's 28,459 21,068 85,244 63,431 Hard goods/other 5,453 4,475 16,174 13,519 Total net sales $ 106,701 $ 83,729 $ 317,561 $ 253,642 Segment total assets is presented in the following table: October 28, 2018 January 28, 2018 (in thousands) Direct $ 225,636 $ 133,866 Retail 98,881 89,236 Total assets at period end $ 324,517 $ 223,102 |
Income Taxes
Income Taxes | 9 Months Ended |
Oct. 28, 2018 | |
Income Taxes [Abstract] | |
Income Taxes | 11. INCOME TAXES The provision for income taxes for the interim period is based on an estimate of the annual effective tax rate adjusted to reflect the impact of discrete items. Management judgment is required in projecting ordinary income to estimate the Company’s annual effective tax rate. The effective tax rate related to controlling interest was 25% and 27% for the three and nine months ended October 28, 2018 , respectively and 36% and 39% for the three and nine months ended October 29, 2017 , respectively. The decrease in the Company’s effective tax rate was primarily due to U.S. tax reform, which was effective January 1, 2018. The income from SRV was excluded from the calculation of the Company’s effective tax rate, as SRV is a limited liability company and not subject to income taxes. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Oct. 28, 2018 | |
Recent Accounting Pronouncements [Abstract] | |
Recent Accounting Pronouncements | 12. RECENT ACCOUNTING PRONOUNCEMENTS Leases In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (“ASU 2016-02”) , which requires lessees to recognize most leases on the balance sheets (right-of-use asset and lease liability), but recognize expenses on the income statements in a manner that is similar to the current lease standard. The provisions of ASU 2016-02 are effective for public entities with fiscal years beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. The Company will adopt ASU 2016-02 on February 4, 2019, the first day of the Company’s first quarter for the fiscal year ending February 2, 2020, the Company’s fiscal year 2019. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements. Prior to ASU 2018-11, a modified retrospective transition was required for financing or operating leases existing at or entered into after the beginning of the earliest comparative period presented in the financial statements. ASU 2018-11 allows entities an additional transition method to the existing requirements whereby an entity could adopt ASU 2016-02 by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption without adjustment to the financial statements for periods prior to adoption. The Company is currently evaluating the adoption methods and has not decided on an adoption method. The Company has identified that new systems, processes and controls are required to adopt ASU 2016-02 and is in the process of implementing a new lease management system to assist in the application of the new standard. The Company is currently evaluating the full effect that adoption of ASU 2016-02 will have on its financial condition, results of operations and disclosures. The Company conducts its retail operations through leased stores and therefore, upon adoption, the Company expects to have an increase in assets and liabilities on its consolidated financial statements, due to recording of right-to-use assets and the corresponding lease liabilities, wh ich is expected to be material. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Oct. 28, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. SUBSEQUENT EVENTS Management of the Company evaluated its October 28, 2018 unaudited condensed consolidated financial statements for subsequent events through December 7, 2018 , the date the financial statements were available to be issued. Management is not aware of any subsequent events which would require recognition or additional disclosu re in the financial statements. |
Nature of Operations and Basi_2
Nature of Operations and Basis of Presentation (Policy) | 9 Months Ended |
Oct. 28, 2018 | |
Nature of Operations and Basis of Presentation [Abstract] | |
Nature of Operations | A. Nature of Operations Duluth Holdings Inc. (“Duluth Trading” or the “Company”), a Wisconsin corporation, is a lifestyle brand of men’s and women’s casual wear, workwear and accessories sold exclusively through the Company’s own direct and retail channels. The direct segment, consisting of the Company’s website and catalogs, offers products nationwide. In 2010, the Company added retail to its omni-channel platform with the opening of its first store. Since then, Duluth Trading has expanded its retail presence, and as of October 28, 2018 , the Company operated 40 retail stores and three outlet stores. The Company’s products are marketed under the Duluth Trading brand, with the majority of products being exclusively developed and sold as Duluth Trading branded merchandise. The Company has two classes of authorized common stock: Class A common stock and Class B common stock. The rights of holders of Class A common stock and Class B common stock are identical, except for voting and conversion rights. Each share of Class A common stock is entitled to ten votes per share and is convertible at any time into one share of Class B common stock. Each share of Class B common stock is entitled to one vote per share. The Company’s Class B common stock trades on the NASDAQ Global Select Market under the symbol “DLTH.” |
Basis of Presentation | B. Basis of Presentation The condensed consolidated financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”). The Company consolidates Schlecht Retail Ventures LLC (“SRV”) as a variable interest entity (see Note 6 “Variable Interest Entity”). All intercompany balances and transactions have been eliminated. The Company’s fiscal year ends on the Sunday nearest to January 31 of the following year. Fiscal 2018 is a 53-week period and ends on February 3, 2019. Fiscal 2017 was a 52-week period and ended on January 28, 2018. The three and nine months of fiscal 2018 and fiscal 2017 represent the Company’s 13 and 39-week periods ended October 28, 2018 and October 29, 2017 , respectively. The accompanying condensed consolidated financial statements as of and for the three and nine months ended October 28, 2018 and October 29, 2017 have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, in the opinion of the Company, include all adjustments (which are normal and recurring in nature) necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such SEC rules and regulations as of and for the three and nine months ended October 28, 2018 and October 29, 2017 . These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s annual report on Form 10-K for the fiscal year ended January 28, 2018. |
Seasonality of Business | C. Seasonality of Business The Company’s business is affected by the pattern of seasonality common to most retail apparel businesses. Historically, the Company has recognized a significant portion of its revenue and operating profit in the fourth fiscal quarter of each year as a result of increased sales during the holiday season. |
Restricted Cash and Reconciliation of cash and restricted cash to the condensed statement of cash flows | D. Restricted Cash and Reconciliation of cash and restricted cash to the condensed statement of cash flows The Company’s restricted cash is held in escrow accounts and is used to pay a portion of the construction loans entered into by third party landlords (the “Landlords”) in connection with the Company’s retail store leases. The restricted cash is disbursed based on the escrow agreements entered into by and among the Landlords, the Company and the escrow agent. The following table provides a reconciliation of cash and restricted cash reported within the Condensed Consolidated Balance Sheet that sum to the total of the same such amounts shown in the Condensed Consolidated Statements of Cash Flows. October 28, 2018 (in thousands) Cash $ 2,500 Restricted cash 693 Total cash and restricted cash shown in the condensed consolidated statement of cash flows $ 3,193 |
Build-to-Suit Lease | E. 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 of property of which the Company is deemed to be the owner 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 Condensed 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 October 28, 2018 , the Company capitalized $ 33.1 million in property and equipment and $0.8 million in accumulated depreciation and recorded a $1 7.3 million non-current liability related to build-to-suit transactions in which the Company is considered the owner for accounting purposes. As of January 28, 2018, the Company capitalized $36.5 million in property and equipment and $0.3 million in accumulated depreciation and recorded a $26.6 million non-current liability related to build-to-suit transactions in which the Company is considered the owner for accounting purposes. |
Significant Accounting Policies | F. Significant Accounting Policies Except as disclosed below, there have been no significant changes to the Company’s significant accounting policies as described in the Company’s Annual Report on Form 10-K for the year ended January 28, 2018. Recently Adopted Accounting Pronouncements On January 29, 2018, the Company adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”), which supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition . ASC 606 requires revenue recognition to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASC 606 also requires disclosure of the nature, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted ASC 606 utilizing the modified retrospective approach, with the cumulative effect of initially applying the new standard recognized in retained earnings. As such, the comparative prior period information has not been restated and continues to be reported under the accounting standards in effect for those periods. The adoption of ASC 606 had the following effect beginning with the Company’s January 29, 2018 financial statements: (1) revenues on direct sales are recognized upon shipment, which is when the customer obtains control of the product and reflects the consideration the Company expects to be entitled to in exchange for the product; (2) catalog costs are expensed upon receipt by customers; and (3) the estimated cost of inventory associated with sales returns reserve is presented within prepaid expense and other current assets rather than netted in product returns reserve within accrued expenses and other current liabilities on the condensed consolidated balance sheets. The adoption of ASC 606 did not have a material impact on the Company’s condensed consolidated financial statements. On January 29, 2018, the Company adopted ASU No. 2016-08, Statement of Cash Flows (Topic 230): Restricted Cash (“ASC 230”), which requires companies to include cash and cash equivalents that have restrictions on withdrawal or use in total cash and cash equivalents on the statement of cash flows. As a result of the adoption of ASC 230, the Company no longer discloses changes in restricted cash on the statement of cash flows and discloses a reconciliation to the total cash and restricted cash balances on the condensed consolidated balance sheets (see item D above). On January 29, 2018, the Company adopted ASU No. 2016-01, Financial Instruments (Subtopic 825-10) (“ASC 825-10”), which amends various aspects of the recognition, measurement, presentation, and disclosure for financial instruments. The most significant impact relates to the accounting for equity instruments. The adoption of ASC 825-10 did not have a material impact on the Company’s condensed consolidated financial statements. |
Reclassifications | G. Reclassifications As discussed above in the significant accounting policies section, with the adoption of ASC 230, the prior year cash flows from investing activities have been reclassified: October 29, 2017 (in thousands) Net cash used in investing activities: As previously reported $ (44,643) Reclassification based on adoption of ASC 230 734 As reclassified $ (43,909) |
Nature of Operations and Basi_3
Nature of Operations and Basis of Presentation (Tables) | 9 Months Ended |
Oct. 28, 2018 | |
Nature of Operations and Basis of Presentation [Abstract] | |
Schedule of Reconciliation of Cash and Restricted Cash | October 28, 2018 (in thousands) Cash $ 2,500 Restricted cash 693 Total cash and restricted cash shown in the condensed consolidated statement of cash flows $ 3,193 |
Schedule of Prior Period Reclassification | October 29, 2017 (in thousands) Net cash used in investing activities: As previously reported $ (44,643) Reclassification based on adoption of ASC 230 734 As reclassified $ (43,909) |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Oct. 28, 2018 | |
Revenues [Abstract] | |
Financial Statement Impact of Adopting ASC 606 | The following table presents the impact of the adoption of ASC 606 on the Company’s condensed consolidated balance sheets as of January 29, 2018, the first day of fiscal 2018: January 28, 2018 Adjustments due to ASC 606 January 29, 2018 (in thousands) Inventory, net $ 89,548 $ (629) $ 88,919 Prepaid expenses & other current assets 7,642 1,073 8,715 Deferred catalog costs 1,446 (1,365) 81 Total current assets 101,826 (921) 100,905 Total assets 223,102 (921) 222,181 Accrued expenses and other current liabilities 25,261 (45) 25,216 Income taxes payable 7,631 149 7,780 Total current liabilities 50,296 104 50,400 Deferred tax liabilities 2,100 (377) 1,723 Total liabilities 83,753 (273) 83,480 Total shareholders' equity 139,349 (648) 138,701 Total liabilities and shareholders' equity 223,102 (921) 222,181 The following tables present the effects of the adoption of ASC 606 on the Company’s condensed consolidated balance sheets as of October 28, 2018 and the Company’s condensed consolidated statements of operations for the three and nine months ended October 28, 2018 : October 28, 2018 As Reported Adjustments due to ASC 606 Balances without Adoption of ASC 606 (in thousands) Inventory, net $ 131,448 $ 1,998 $ 133,446 Prepaid expenses & other current assets 11,975 (396) 11,579 Deferred catalog costs 1,137 91 1,228 Total current assets 150,226 1,693 151,919 Total assets 324,517 1,693 326,210 Accrued expenses and other current liabilities 30,715 3,501 34,216 Total current liabilities 65,160 3,501 68,661 Deferred tax liabilities 1,573 (470) 1,103 Total liabilities 181,866 3,031 184,897 Total shareholders' equity 142,651 (1,338) 141,313 Total liabilities and shareholders' equity 324,517 1,693 326,210 October 28, 2018 Three Months Ended Nine Months Ended As Reported Adjustments due to ASC 606 Balances without Adoption of ASC 606 As Reported Adjustments due to ASC 606 Balances without Adoption of ASC 606 (in thousands) Net sales $ 106,701 $ (2,097) $ 104,604 $ 317,561 $ (3,711) $ 313,850 Cost of goods sold (excluding depreciation and amortization) 45,730 (1,212) 44,518 138,410 (2,117) 136,293 Gross profit 60,971 (885) 60,086 179,151 (1,594) 177,557 Selling, general and administrative expenses 63,534 (139) 63,395 172,075 1,090 173,165 Operating (loss) income (2,563) (746) (3,309) 7,076 (2,684) 4,392 Interest expense 1,583 — 1,583 3,638 — 3,638 Other income, net 3 — 3 168 — 168 (Loss) income before income taxes (4,143) (746) (4,889) 3,606 (2,684) 922 Income tax (benefit) expense (1,067) (194) (1,261) 913 (698) 215 Net (loss) income (3,076) (552) (3,628) 2,693 (1,986) 707 Less: Net income attributable to noncontrolling interest 74 — 74 157 — 157 Net (loss) income attributable to controlling interest $ (3,150) $ (552) $ (3,702) $ 2,536 $ (1,986) $ 550 |
Debt and Line of Credit (Tables
Debt and Line of Credit (Tables) | 9 Months Ended |
Oct. 28, 2018 | |
Debt and Line of Credit [Abstract] | |
Schedule of Debt | October 28, 2018 January 28, 2018 (in thousands) SRV Mortgage Term A Note $ 660 $ 690 SRV Mortgage Term B Note 753 783 $ 1,413 $ 1,473 Less: current maturities 80 80 Long-term debt $ 1,333 $ 1,393 Line of credit $ 65,000 $ — |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Oct. 28, 2018 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | October 28, 2018 January 28, 2018 (in thousands) Salaries and benefits $ 2,750 $ 5,370 Deferred revenue 4,860 7,285 Freight 2,446 4,062 Product returns 1,354 1,080 Catalog costs 479 839 Unpaid purchases of property & equipment 3,001 2,028 Accrued advertising 8,834 1,011 Other 6,991 3,586 Total accrued expenses and other current liabilities $ 30,715 $ 25,261 |
Investment (Tables)
Investment (Tables) | 9 Months Ended |
Oct. 28, 2018 | |
Investment [Abstract] | |
Carrying Value of Available-For-Sale Security Valued Based on Discounted Cash Flow Method (Level 3) | October 28, 2018 January 28, 2018 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 $ 6,323 |
Future Principal Receipts Related to Available-For-Sale Security by Contractual Maturity | Estimated Fair Value (in thousands) Within one year $ 113 After one year through five years 801 After five years through ten years 1,291 After ten years 4,118 Total $ 6,323 |
Variable Interest Entity (Table
Variable Interest Entity (Tables) | 9 Months Ended |
Oct. 28, 2018 | |
Variable Interest Entity [Abstract] | |
Amounts Included in Condensed Consolidated Balance Sheets as Result of Consolidation of SRV | October 28, 2018 January 28, 2018 (in thousands) Cash $ 754 $ 655 Other receivables 20 10 Property and equipment, net 4,088 4,114 Other assets, net 12 53 Total assets $ 4,874 $ 4,832 Other current liabilities $ 105 $ 160 Long-term debt 1,333 1,393 Noncontrolling interest in VIE 3,436 3,279 Total liabilities and shareholders' equity $ 4,874 $ 4,832 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Oct. 28, 2018 | |
Earnings Per Share [Abstract] | |
Reconciliation of Numerator and Denominator of Basic and Diluted Earnings Per Share | Three Months Ended Nine Months Ended October 28, 2018 October 29, 2017 October 28, 2018 October 29, 2017 (in thousands, except per share data) Numerator - net (loss) income attributable to controlling interest $ (3,150) $ (816) $ 2,536 $ 3,823 Denominator - weighted average shares (Class A and Class B) Basic 32,098 31,861 32,065 31,837 Dilutive shares — — 337 460 Diluted 32,098 31,861 32,402 32,297 (Loss) earnings per share (Class A and Class B) Basic $ (0.10) $ (0.03) $ 0.08 $ 0.12 Diluted $ (0.10) $ (0.03) $ 0.08 $ 0.12 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Oct. 28, 2018 | |
Stock-Based Compensation [Abstract] | |
Summary of Activity in Unvested Restricted Stock | Weighted average fair value Shares per share Outstanding at January 28, 2018 536,471 $ 7.60 Granted 128,501 18.33 Vested (200,604) 5.18 Forfeited (1,531) 19.61 Outstanding at October 28, 2018 462,837 $ 11.27 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Oct. 28, 2018 | |
Property and Equipment [Abstract] | |
Schedule of Property and Equipment | October 28, 2018 January 28, 2018 (in thousands) Land and land improvements $ 3,055 $ 3,055 Leasehold improvements 30,166 20,985 Buildings 73,943 33,906 Vehicles 161 177 Warehouse equipment 11,293 5,850 Office equipment and furniture 33,929 22,161 Computer equipment 4,700 3,573 Software 19,237 7,540 176,484 97,247 Accumulated depreciation and amortization (30,799) (22,739) 145,685 74,508 Construction in progress 20,200 35,197 Property and equipment, net $ 165,885 $ 109,705 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Oct. 28, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Three Months Ended Nine Months Ended October 28, 2018 October 29, 2017 October 28, 2018 October 29, 2017 Net sales Direct $ 59,827 $ 54,146 $ 186,872 $ 175,588 Retail 46,874 29,583 130,689 78,054 Total net sales $ 106,701 $ 83,729 $ 317,561 $ 253,642 Operating (loss) income Direct $ (8,357) $ (2,738) $ (9,362) $ 230 Retail 5,794 2,126 16,438 7,296 Total operating (loss) income (2,563) (612) 7,076 7,526 Interest expense 1,583 661 3,638 1,199 Other income, net 3 73 168 175 (Loss) income before income taxes $ (4,143) $ (1,200) $ 3,606 $ 6,502 Net sales by business is presented in the following table: Three Months Ended Nine Months Ended October 28, 2018 October 29, 2017 October 28, 2018 October 29, 2017 Net sales Men's $ 72,789 $ 58,186 $ 216,143 $ 176,692 Women's 28,459 21,068 85,244 63,431 Hard goods/other 5,453 4,475 16,174 13,519 Total net sales $ 106,701 $ 83,729 $ 317,561 $ 253,642 Segment total assets is presented in the following table: October 28, 2018 January 28, 2018 (in thousands) Direct $ 225,636 $ 133,866 Retail 98,881 89,236 Total assets at period end $ 324,517 $ 223,102 |
Nature of Operations and Basi_4
Nature of Operations and Basis of Presentation (Narrative) (Details) $ in Thousands | 9 Months Ended | |
Oct. 28, 2018USD ($)storeitem | Jan. 28, 2018USD ($) | |
Number of retail stores | store | 40 | |
Number of outlet stores | store | 3 | |
Number of classes of authorized common stock | item | 2 | |
Common stock voting and conversion rights | Each share of Class A common stock is entitled to ten votes per share and is convertible at any time into one share of Class B common stock. Each share of Class B common stock is entitled to one vote per share. | |
Property and equipment | $ 176,484 | $ 97,247 |
Accumulated depreciation | 30,799 | 22,739 |
Non-current liability related to build-to-suit lease transactions | 27,578 | 31 |
Build-to-Suit Lease [Member] | Capitalized [member] | ||
Property and equipment | 33,100 | 36,500 |
Accumulated depreciation | $ 800 | $ 300 |
Class A common stock [Member] | ||
Number of votes per share | item | 10 | |
Class B common stock [Member] | ||
Number of votes per share | item | 1 |
Nature of Operations and Basi_5
Nature of Operations and Basis of Presentation (Schedule of Reconciliation of Cash and Restricted Cash) (Details) - USD ($) $ in Thousands | Oct. 28, 2018 | Jan. 28, 2018 | Oct. 29, 2017 | Jan. 29, 2017 |
Cash and Cash Equivalents [Abstract] | ||||
Cash | $ 2,500 | $ 2,865 | ||
Restricted cash | 693 | |||
Total cash and restricted cash shown in the condensed consolidated statement of cash flows | $ 3,193 | $ 7,083 | $ 3,127 | $ 25,477 |
Nature of Operations and Basi_6
Nature of Operations and Basis of Presentation (Schedule of Prior Period Reclassification) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 28, 2018 | Oct. 29, 2017 | |
Net cash used in investing activities | $ (46,317) | $ (43,909) |
As previously reported [Member] | ||
Net cash used in investing activities | (44,643) | |
Reclassification based on adoption of ASC 230 [Member] | ||
Net cash used in investing activities | $ 734 |
Revenues (Financial Statement I
Revenues (Financial Statement Impact of Adopting ASC 606) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||||
Oct. 28, 2018 | Jul. 29, 2018 | Apr. 29, 2018 | Oct. 29, 2017 | Jul. 30, 2017 | Apr. 30, 2017 | Oct. 28, 2018 | Oct. 29, 2017 | Jan. 29, 2018 | Jan. 28, 2018 | Jan. 29, 2017 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Inventory, net | $ 131,448 | $ 131,448 | $ 88,919 | $ 89,548 | |||||||
Prepaid expenses & other current assets | 11,975 | 11,975 | 8,715 | 7,642 | |||||||
Deferred catalog costs | 1,137 | 1,137 | 81 | 1,446 | |||||||
Total current assets | 150,226 | 150,226 | 100,905 | 101,826 | |||||||
Total assets | 324,517 | 324,517 | 222,181 | 223,102 | |||||||
Accrued expenses and other current liabilities | 30,715 | 30,715 | 25,216 | 25,261 | |||||||
Income taxes payable | 7,780 | 7,631 | |||||||||
Total current liabilities | 65,160 | 65,160 | 50,400 | 50,296 | |||||||
Deferred tax liabilities | 1,573 | 1,573 | 1,723 | 2,100 | |||||||
Total liabilities | 181,866 | 181,866 | 83,480 | 83,753 | |||||||
Total shareholders' equity | 142,651 | $ 145,293 | $ 138,392 | $ 119,333 | $ 119,967 | $ 114,796 | 142,651 | $ 119,333 | 138,701 | 139,349 | $ 113,788 |
Total liabilities and shareholders' equity | 324,517 | 324,517 | 222,181 | $ 223,102 | |||||||
Net sales | 106,701 | 83,729 | 317,561 | 253,642 | |||||||
Cost of goods sold (excluding depreciation and amortization) | 45,730 | 36,302 | 138,410 | 108,649 | |||||||
Gross profit | 60,971 | 47,427 | 179,151 | 144,993 | |||||||
Selling, general and administrative expenses | 63,534 | 48,039 | 172,075 | 137,467 | |||||||
Operating (loss) income | (2,563) | (612) | 7,076 | 7,526 | |||||||
Interest expense | 1,583 | 661 | 3,638 | 1,199 | |||||||
Other income, net | 3 | 73 | 168 | 175 | |||||||
(Loss) income before income taxes | (4,143) | (1,200) | 3,606 | 6,502 | |||||||
Income tax (benefit) expense | (1,067) | (454) | 913 | 2,480 | |||||||
Net (loss) income | (3,076) | $ 6,452 | $ (683) | (746) | $ 4,353 | $ 415 | 2,693 | 4,022 | |||
Less: Net income attributable to noncontrolling interest | 74 | 70 | 157 | 199 | |||||||
Net (loss) income attributable to controlling interest | (3,150) | $ (816) | 2,536 | $ 3,823 | |||||||
Balances Without Adoption of ASC 606 [Member] | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Inventory, net | 133,446 | 133,446 | |||||||||
Prepaid expenses & other current assets | 11,579 | 11,579 | |||||||||
Deferred catalog costs | 1,228 | 1,228 | |||||||||
Total current assets | 151,919 | 151,919 | |||||||||
Total assets | 326,210 | 326,210 | |||||||||
Accrued expenses and other current liabilities | 34,216 | 34,216 | |||||||||
Total current liabilities | 68,661 | 68,661 | |||||||||
Deferred tax liabilities | 1,103 | 1,103 | |||||||||
Total liabilities | 184,897 | 184,897 | |||||||||
Total shareholders' equity | 141,313 | 141,313 | |||||||||
Total liabilities and shareholders' equity | 326,210 | 326,210 | |||||||||
Net sales | 104,604 | 313,850 | |||||||||
Cost of goods sold (excluding depreciation and amortization) | 44,518 | 136,293 | |||||||||
Gross profit | 60,086 | 177,557 | |||||||||
Selling, general and administrative expenses | 63,395 | 173,165 | |||||||||
Operating (loss) income | (3,309) | 4,392 | |||||||||
Interest expense | 1,583 | 3,638 | |||||||||
Other income, net | 3 | 168 | |||||||||
(Loss) income before income taxes | (4,889) | 922 | |||||||||
Income tax (benefit) expense | (1,261) | 215 | |||||||||
Net (loss) income | (3,628) | 707 | |||||||||
Less: Net income attributable to noncontrolling interest | 74 | 157 | |||||||||
Net (loss) income attributable to controlling interest | (3,702) | 550 | |||||||||
Adjustments due to ASC 606 [Member] | |||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||
Inventory, net | 1,998 | 1,998 | (629) | ||||||||
Prepaid expenses & other current assets | (396) | (396) | 1,073 | ||||||||
Deferred catalog costs | 91 | 91 | (1,365) | ||||||||
Total current assets | 1,693 | 1,693 | (921) | ||||||||
Total assets | 1,693 | 1,693 | (921) | ||||||||
Accrued expenses and other current liabilities | 3,501 | 3,501 | (45) | ||||||||
Income taxes payable | 149 | ||||||||||
Total current liabilities | 3,501 | 3,501 | 104 | ||||||||
Deferred tax liabilities | (470) | (470) | (377) | ||||||||
Total liabilities | 3,031 | 3,031 | (273) | ||||||||
Total shareholders' equity | (1,338) | (1,338) | (648) | ||||||||
Total liabilities and shareholders' equity | 1,693 | 1,693 | $ (921) | ||||||||
Net sales | (2,097) | (3,711) | |||||||||
Cost of goods sold (excluding depreciation and amortization) | (1,212) | (2,117) | |||||||||
Gross profit | (885) | (1,594) | |||||||||
Selling, general and administrative expenses | (139) | 1,090 | |||||||||
Operating (loss) income | (746) | (2,684) | |||||||||
(Loss) income before income taxes | (746) | (2,684) | |||||||||
Income tax (benefit) expense | (194) | (698) | |||||||||
Net (loss) income | (552) | (1,986) | |||||||||
Net (loss) income attributable to controlling interest | $ (552) | $ (1,986) |
Debt and Line of Credit (Narrat
Debt and Line of Credit (Narrative) (Details) - USD ($) | May 17, 2018 | Jul. 20, 2017 | Oct. 28, 2018 | Nov. 01, 2017 | Oct. 07, 2016 |
Amended And Restated Loan Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of credit maturity date | Jul. 31, 2019 | ||||
Outstanding debt balance paid off | $ 27,500,000 | ||||
Amended And Restated Loan Agreement [Member] | September 29, 2017 through July 31, 2019 [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility maximum borrowing capacity | $ 60,000,000 | ||||
Amended And Restated Loan Agreement [Member] | November 1, 2017 through December 31, 2017 [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility maximum borrowing capacity | $ 80,000,000 | ||||
Amended And Restated Loan Agreement [Member] | January 1, 2018 through July 31, 2019 [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility maximum borrowing capacity | $ 60,000,000 | ||||
Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility maximum borrowing capacity | 130,000,000 | ||||
Debt instrument, effective rate | 3.80% | ||||
Debt instrument description of variable interest rate | At the Company's option, the interest rate applicable to the Revolver or DDTL will be a floating rate equal to: (i) the base rate plus a margin of 25 to 100 basis points ("bps"), based upon the Company's rent adjusted leverage ratio, or (ii) a fixed rate for a one-, two-, three- or six-month interest period equal to LIBOR for such interest period plus a margin of 125 to 200 bps, based upon the Company's rent adjusted leverage ratio (effective rate of 3.8% at October 28, 2018). | ||||
Credit Agreement [Member] | Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility maximum borrowing capacity | $ 80,000,000 | ||||
Line of credit maturity date | May 17, 2023 | ||||
Credit Agreement [Member] | Delayed Draw Term Loan ("DDTL") [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility maximum borrowing capacity | $ 50,000,000 | ||||
Line of credit maturity date | May 17, 2023 | ||||
Minimum [Member] | Credit Agreement [Member] | Base Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument variable interest rate | 0.25% | ||||
Minimum [Member] | Credit Agreement [Member] | LIBOR [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument variable interest rate | 1.25% | ||||
Maximum [Member] | Credit Agreement [Member] | Base Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument variable interest rate | 1.00% | ||||
Maximum [Member] | Credit Agreement [Member] | LIBOR [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument variable interest rate | 2.00% | ||||
SRV [Member] | SRV Mortgage Term A Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt, original balance | $ 800,000 | ||||
Debt instrument, maturity date | Sep. 30, 2017 | ||||
Required monthly principal payments | $ 3,300 | ||||
Debt instrument stated percentage interest rate | 3.10% | ||||
SRV [Member] | SRV Mortgage Term A Note [Member] | Debt Refinanced [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, maturity date | Sep. 30, 2022 | ||||
Required monthly principal payments | $ 3,300 | ||||
Debt instrument stated percentage interest rate | 3.69% | ||||
SRV [Member] | SRV Mortgage Term B Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt, original balance | $ 800,000 | ||||
Debt instrument, maturity date | Sep. 30, 2022 | ||||
Required monthly principal payments | $ 3,300 | ||||
Debt instrument stated percentage interest rate | 3.69% |
Debt and Line of Credit (Schedu
Debt and Line of Credit (Schedule of Debt) (Details) - USD ($) $ in Thousands | Oct. 28, 2018 | Jan. 28, 2018 |
Debt Instrument [Line Items] | ||
Long-term Debt | $ 1,413 | $ 1,473 |
Less: current maturities | 80 | 80 |
Long-term debt | 1,333 | 1,393 |
Line of credit | 65,000 | |
SRV Mortgage Term A Note [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 660 | 690 |
SRV Mortgage Term B Note [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | $ 753 | $ 783 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Schedule of Accrued Expenses and Other Current Liabilities) (Details) - USD ($) $ in Thousands | Oct. 28, 2018 | Jan. 29, 2018 | Jan. 28, 2018 |
Accrued Expenses and Other Current Liabilities [Abstract] | |||
Salaries and benefits | $ 2,750 | $ 5,370 | |
Deferred revenue | 4,860 | 7,285 | |
Freight | 2,446 | 4,062 | |
Product returns | 1,354 | 1,080 | |
Catalog costs | 479 | 839 | |
Unpaid purchases of property & equipment | 3,001 | 2,028 | |
Accrued advertising | 8,834 | 1,011 | |
Other | 6,991 | 3,586 | |
Total accrued expenses and other current liabilities | $ 30,715 | $ 25,216 | $ 25,261 |
Investment (Carrying Value of A
Investment (Carrying Value of Available-For-Sale Security Valued Based on Discounted Cash Flow Method (Level 3)) (Details) - USD ($) $ in Thousands | Oct. 28, 2018 | Jan. 28, 2018 |
Schedule of Available-for-sale Securities [Line Items] | ||
Estimated Fair Value | $ 6,323 | $ 6,323 |
Level 3 Security [Member] | Corporate Trust [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost or Amortized Cost | 6,323 | |
Estimated Fair Value | $ 6,323 | $ 6,323 |
Investment (Future Principal Re
Investment (Future Principal Receipts Related to Available-For-Sale Security by Contractual Maturity) (Details) $ in Thousands | Oct. 28, 2018USD ($) |
Available For Sale Securities [Abstract] | |
Within one year | $ 113 |
After one year through five years | 801 |
After five years through ten years | 1,291 |
After ten years | 4,118 |
Total | $ 6,323 |
Variable Interest Entity (Narra
Variable Interest Entity (Narrative) (Details) $ in Millions | Aug. 18, 2017USD ($) | Oct. 28, 2018entity | Jan. 28, 2018entity |
Variable Interest Entity, Primary Beneficiary [Member] | |||
Variable Interest Entities [Line Items] | |||
Number of variable interest entity | entity | 1 | 1 | |
Wisconsin [Member] | Corporate Trust [Member] | TRI Holdings, LLC [Member] | Variable Interest Entity, Not Primary Beneficiary [Member] | |||
Variable Interest Entities [Line Items] | |||
Amount invested in a trust | $ | $ 6.3 |
Variable Interest Entity (Amoun
Variable Interest Entity (Amounts Included in Condensed Consolidated Balance Sheets as Result of consolidation of SRV) (Details) - USD ($) $ in Thousands | Oct. 28, 2018 | Jan. 29, 2018 | Jan. 28, 2018 |
Variable Interest Entity [Line Items] | |||
Cash | $ 2,500 | $ 2,865 | |
Other receivables | 2,827 | 273 | |
Property and equipment, net | 165,885 | 109,705 | |
Other assets, net | 988 | 628 | |
Total assets | 324,517 | $ 222,181 | 223,102 |
Long-term debt | 1,413 | 1,473 | |
Noncontrolling interest in VIE | 3,436 | 3,279 | |
Total liabilities and shareholders' equity | 324,517 | $ 222,181 | 223,102 |
Variable Interest Entity, Primary Beneficiary [Member] | SRV [Member] | |||
Variable Interest Entity [Line Items] | |||
Cash | 754 | 655 | |
Other receivables | 20 | 10 | |
Property and equipment, net | 4,088 | 4,114 | |
Other assets, net | 12 | 53 | |
Total assets | 4,874 | 4,832 | |
Other current liabilities | 105 | 160 | |
Long-term debt | 1,333 | 1,393 | |
Noncontrolling interest in VIE | 3,436 | 3,279 | |
Total liabilities and shareholders' equity | $ 4,874 | $ 4,832 |
Earnings Per Share (Narrative)
Earnings Per Share (Narrative) (Details) - shares shares in Millions | 3 Months Ended | |
Oct. 28, 2018 | Oct. 29, 2017 | |
Unvested Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share amount | 0.3 | 0.4 |
Earnings Per Share (Reconciliat
Earnings Per Share (Reconciliation of Numerator and Denominator of Basic and Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2018 | Oct. 29, 2017 | Oct. 28, 2018 | Oct. 29, 2017 | |
Earnings Per Share [Abstract] | ||||
Net (loss) income attributable to controlling interest | $ (3,150) | $ (816) | $ 2,536 | $ 3,823 |
Basic weighted average shares | 32,098 | 31,861 | 32,065 | 31,837 |
Dilutive shares weighted average shares | 337 | 460 | ||
Diluted weighted average shares | 32,098 | 31,861 | 32,402 | 32,297 |
(Loss) earnings per share (Class A and Class B), Basic | $ (0.10) | $ (0.03) | $ 0.08 | $ 0.12 |
(Loss) earnings per share (Class A and Class B), Diluted | $ (0.10) | $ (0.03) | $ 0.08 | $ 0.12 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - Unvested Restricted Stock [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2018 | Oct. 29, 2017 | Oct. 28, 2018 | Oct. 29, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock compensation expense | $ 0.4 | $ 0.6 | $ 1.3 | $ 1.2 |
Unrecognized compensation expense | $ 3.2 | $ 3.2 | ||
Unrecognized compensation expense, weighted average recognition period | 2 years 3 months 18 days |
Stock-Based Compensation (Summa
Stock-Based Compensation (Summary of Activity in Unvested Restricted Stock) (Details) - Unvested Restricted Stock [Member] | 9 Months Ended |
Oct. 28, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Beginning balance, shares | shares | 536,471 |
Granted | shares | 128,501 |
Vested | shares | (200,604) |
Forfeited | shares | (1,531) |
Ending balance, shares | shares | 462,837 |
Weighted average fair value per share, beginning balance | $ / shares | $ 7.60 |
Weighted average fair value per share, Granted | $ / shares | 18.33 |
Weighted average fair value per share, Vested | $ / shares | 5.18 |
Weighted average fair value per share, Forfeited | $ / shares | 19.61 |
Weighted average fair value per share, ending balance | $ / shares | $ 11.27 |
Property and Equipment (Schedul
Property and Equipment (Schedule of Property and Equipment) (Details) - USD ($) $ in Thousands | Oct. 28, 2018 | Jan. 28, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 176,484 | $ 97,247 |
Accumulated depreciation and amortization | (30,799) | (22,739) |
Property and equipment net excluding construction in progress | 145,685 | 74,508 |
Property and equipment, net | 165,885 | 109,705 |
Land and Land Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 3,055 | 3,055 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 30,166 | 20,985 |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 73,943 | 33,906 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 161 | 177 |
Warehouse Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 11,293 | 5,850 |
Office Equipment and Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 33,929 | 22,161 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 4,700 | 3,573 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 19,237 | 7,540 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 20,200 | $ 35,197 |
Segment Reporting (Narrative) (
Segment Reporting (Narrative) (Details) | 9 Months Ended |
Oct. 28, 2018segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Number of reportable segments | 2 |
Segment Reporting (Schedule of
Segment Reporting (Schedule of Segment Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Oct. 28, 2018 | Oct. 29, 2017 | Oct. 28, 2018 | Oct. 29, 2017 | Jan. 29, 2018 | Jan. 28, 2018 | |
Segment Reporting Information [Line Items] | ||||||
Net sales | $ 106,701 | $ 83,729 | $ 317,561 | $ 253,642 | ||
Operating (loss) income | (2,563) | (612) | 7,076 | 7,526 | ||
Interest expense | 1,583 | 661 | 3,638 | 1,199 | ||
Other income, net | 3 | 73 | 168 | 175 | ||
(Loss) income before income taxes | (4,143) | (1,200) | 3,606 | 6,502 | ||
Assets | 324,517 | 324,517 | $ 222,181 | $ 223,102 | ||
Men's [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | 72,789 | 58,186 | 216,143 | 176,692 | ||
Women's [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | 28,459 | 21,068 | 85,244 | 63,431 | ||
Hard goods/other [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | 5,453 | 4,475 | 16,174 | 13,519 | ||
Direct [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | 59,827 | 54,146 | 186,872 | 175,588 | ||
Operating (loss) income | (8,357) | (2,738) | (9,362) | 230 | ||
Assets | 225,636 | 225,636 | 133,866 | |||
Retail [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Net sales | 46,874 | 29,583 | 130,689 | 78,054 | ||
Operating (loss) income | 5,794 | $ 2,126 | 16,438 | $ 7,296 | ||
Assets | $ 98,881 | $ 98,881 | $ 89,236 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2018 | Oct. 29, 2017 | Oct. 28, 2018 | Oct. 29, 2017 | |
Income Taxes [Abstract] | ||||
Effective tax rate | 25.00% | 36.00% | 27.00% | 39.00% |