Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Oct. 31, 2015 | Nov. 16, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Oct. 31, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | DXLG | |
Entity Registrant Name | DESTINATION XL GROUP, INC. | |
Entity Central Index Key | 813,298 | |
Current Fiscal Year End Date | --01-30 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 50,812,682 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 5,600 | $ 4,586 |
Accounts receivable | 6,082 | 3,619 |
Inventories | 133,312 | 115,220 |
Prepaid expenses and other current assets | 9,485 | 8,913 |
Total current assets | 154,479 | 132,338 |
Property and equipment, net of accumulated depreciation and amortization | 126,768 | 120,328 |
Other assets: | ||
Intangible assets | 2,823 | 3,308 |
Other assets | 4,050 | 3,907 |
Total assets | 288,120 | 259,881 |
Current liabilities: | ||
Current portion of long-term debt | 7,332 | 7,335 |
Current portion of deferred gain on sale-leaseback | 1,465 | 1,465 |
Accounts payable | 30,327 | 29,979 |
Accrued expenses and other current liabilities | 32,438 | 31,972 |
Borrowings under credit facility | 55,866 | 18,817 |
Total current liabilities | 127,428 | 89,568 |
Long-term liabilities: | ||
Long-term debt, net of current portion | 20,652 | 26,171 |
Deferred rent and lease incentives | 31,221 | 28,850 |
Deferred gain on sale-leaseback, net of current portion | 13,555 | 14,654 |
Deferred tax liability | 170 | 91 |
Other long-term liabilities | 6,845 | 8,157 |
Total long-term liabilities | $ 72,443 | $ 77,923 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value, 1,000,000 shares authorized, none issued | ||
Common stock, $0.01 par value, 100,000,000 shares authorized, 61,657,855 and 61,560,544 shares issued at October 31, 2015 and January 31, 2015, respectively | $ 617 | $ 616 |
Additional paid-in capital | 301,976 | 299,892 |
Treasury stock at cost, 10,877,439 shares at October 31, 2015 and January 31, 2015 | (87,977) | (87,977) |
Accumulated deficit | (118,928) | (111,903) |
Accumulated other comprehensive loss | (7,439) | (8,238) |
Total stockholders' equity | 88,249 | 92,390 |
Total liabilities and stockholders' equity | $ 288,120 | $ 259,881 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Oct. 31, 2015 | Jan. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, issued | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 61,657,855 | 61,560,544 |
Treasury stock, shares | 10,877,439 | 10,877,439 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | |
Income Statement [Abstract] | ||||
Sales | $ 99,625 | $ 93,640 | $ 318,177 | $ 294,461 |
Cost of goods sold including occupancy costs | 54,761 | 53,068 | 171,191 | 161,714 |
Gross profit | 44,864 | 40,572 | 146,986 | 132,747 |
Expenses: | ||||
Selling, general and administrative | 42,414 | 40,053 | 131,004 | 126,601 |
Depreciation and amortization | 7,076 | 6,041 | 20,526 | 17,169 |
Total expenses | 49,490 | 46,094 | 151,530 | 143,770 |
Operating loss | (4,626) | (5,522) | (4,544) | (11,023) |
Interest expense, net | (783) | (506) | (2,290) | (1,368) |
Loss from continuing operations before provision for income taxes | (5,409) | (6,028) | (6,834) | (12,391) |
Provision for income taxes | 63 | 63 | 191 | 173 |
Loss from continuing operations | (5,472) | (6,091) | (7,025) | (12,564) |
Loss from discontinued operations, net of taxes | (190) | (1,285) | ||
Net loss | $ (5,472) | $ (6,281) | $ (7,025) | $ (13,849) |
Net loss per share - basic and diluted: | ||||
Loss from continuing operations | $ (0.11) | $ (0.12) | $ (0.14) | $ (0.26) |
Loss from discontinued operations | (0.03) | |||
Net loss per share - basic and diluted | $ (0.11) | $ (0.13) | $ (0.14) | $ (0.28) |
Weighted-average number of common shares outstanding: | ||||
Basic | 49,116 | 48,773 | 49,072 | 48,724 |
Diluted | 49,116 | 48,773 | 49,072 | 48,724 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (5,472) | $ (6,281) | $ (7,025) | $ (13,849) |
Other comprehensive income (loss) before taxes: | ||||
Foreign currency translation | (32) | (144) | 30 | (37) |
Pension plan | 256 | 147 | 769 | 424 |
Other comprehensive income (loss) before taxes | 224 | 3 | 799 | 387 |
Other comprehensive income (loss), net of tax | 224 | 3 | 799 | 387 |
Comprehensive loss | $ (5,248) | $ (6,278) | $ (6,226) | $ (13,462) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - 9 months ended Oct. 31, 2015 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Beginning Balance at Jan. 31, 2015 | $ 92,390 | $ 616 | $ 299,892 | $ (87,977) | $ (111,903) | $ (8,238) |
Beginning Balance (in shares) at Jan. 31, 2015 | 61,560,544 | 61,561,000 | (10,877,000) | |||
Stock compensation expense | $ 1,582 | 1,582 | ||||
Exercises under option program | 101 | 101 | ||||
Exercises under option program (in shares) | 22,000 | |||||
Board of Directors compensation | 402 | $ 1 | 401 | |||
Board of Directors compensation (in shares) | 65,000 | |||||
Issuance of restricted stock, net of cancellations (in shares) | 10,000 | |||||
Accumulated other comprehensive income (loss): | ||||||
Unrecognized gain associated with pension plan | 769 | 769 | ||||
Foreign currency | 30 | 30 | ||||
Net loss | (7,025) | (7,025) | ||||
Ending Balance at Oct. 31, 2015 | $ 88,249 | $ 617 | $ 301,976 | $ (87,977) | $ (118,928) | $ (7,439) |
Ending Balance (in shares) at Oct. 31, 2015 | 61,657,855 | 61,658,000 | (10,877,000) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 31, 2015 | Nov. 01, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (7,025) | $ (13,849) |
Adjustments to reconcile net loss to net cash used for operating activities: | ||
Amortization of deferred gain on sale-leaseback | (1,099) | (1,099) |
Amortization of deferred debt issuance costs | 211 | 124 |
Depreciation and amortization | 20,526 | 17,169 |
Deferred taxes, net of valuation allowance | 79 | 65 |
Stock compensation expense | 1,582 | 2,203 |
Issuance of common stock to Board of Directors | 402 | 159 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,463) | 833 |
Inventories | (18,092) | (20,847) |
Prepaid expenses and other current assets | (572) | (1,529) |
Other assets | (143) | (445) |
Accounts payable | 348 | (4,400) |
Deferred rent and lease incentives | 2,371 | 5,589 |
Accrued expenses and other liabilities | (1,176) | 651 |
Net cash used for operating activities | (5,051) | (15,376) |
Cash flows from investing activities: | ||
Additions to property and equipment, net | (25,352) | (30,835) |
Net cash used for investing activities | (25,352) | (30,835) |
Cash flows from financing activities: | ||
Proceeds from the exercise of stock options | 101 | 123 |
Proceeds from the issuance of long-term debt | 23,923 | |
Principal payments on long-term debt | (5,624) | (4,640) |
Costs associated with debt issuances | (15) | (598) |
Net borrowings under credit facility | 36,955 | 28,925 |
Net cash provided by financing activities | 31,417 | 47,733 |
Net increase in cash and cash equivalents | 1,014 | 1,522 |
Cash and cash equivalents: | ||
Beginning of period | 4,586 | 4,544 |
End of period | $ 5,600 | $ 6,066 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Oct. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. Basis of Presentation In the opinion of management of Destination XL Group, Inc., a Delaware corporation (formerly known as Casual Male Retail Group, Inc. and, collectively with its subsidiaries, referred to as the “Company”), the accompanying unaudited consolidated financial statements contain all adjustments necessary for a fair presentation of the interim financial statements. These financial statements do not include all disclosures associated with annual financial statements and, accordingly, should be read in conjunction with the notes to the Company’s audited consolidated financial statements for the fiscal year ended January 31, 2015 included in the Company’s Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on March 25, 2015. The information set forth in these statements may be subject to normal year-end adjustments. The information reflects all adjustments that, in the opinion of management, are necessary to present fairly the Company’s results of operations, financial position and cash flows for the periods indicated. The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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. The Company’s business historically has been seasonal in nature, and the results of the interim periods presented are not necessarily indicative of the results to be expected for the full year. The Company’s fiscal year is a 52- or 53- week period ending on the Saturday closest to January 31. Fiscal 2015 and fiscal 2014 are 52-week periods ending January 30, 2016 and January 31, 2015, respectively. Segment Information The Company reports its operations as one reportable segment, Big & Tall Men’s Apparel, which consists of two principal operating segments: its retail business and its direct business. The Company considers its operating segments to be similar in terms of economic characteristics, production processes and operations, and have therefore aggregated them into a single reporting segment, consistent with its omni-channel business approach. The direct operating segment includes the operating results and assets for LivingXL ® ® Change in Accounting Principle The Company historically presented deferred debt issuance costs, or fees directly related to issuing debt, as assets on the consolidated balance sheets. In the first quarter of fiscal 2015, the Company elected early adoption of ASU 2015−03, “ Interest − Imputation of Interest (Subtopic 835−30), Simplifying the Presentation of Debt Issuance Costs” The reclassification did not impact net income (loss) previously reported or any prior amounts reported on the Consolidated Statements of Operations. The following table presents the effect of the retrospective application of this change in accounting principle on the Company’s Consolidated Balance Sheets as of January 31, 2015. As Reported Effect of Change in After Change in Consolidated Balance Sheets (in thousands) January 31, 2015 Accounting Principle Accounting Principle ASSETS: Current assets: Prepaid expenses and other current assets $ 9,190 $ (277 ) $ 8,913 Total current assets 132,615 (277 ) 132,338 Noncurrent assets: Other assets 4,849 (942 ) 3,907 Total assets 261,100 (1,219 ) 259,881 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 7,489 $ (154 ) $ 7,335 Borrowings under credit facility 19,402 (585 ) 18,817 Total current liabilities 90,307 (739 ) 89,568 Long-term liabilities: Long-term debt, net of current portion 26,651 (480 ) 26,171 Total long-term liabilities 78,403 (480 ) 77,923 Total liabilities and stockholders' equity 261,100 (1,219 ) 259,881 Reclassification As a result of the Company’s adopting ASU 2015-03, for the first nine months of fiscal 2014, the Company has reclassified $124,000 from “Change in Other Assets” to “Amortization of Deferred Debt Issuance Costs” in the Consolidated Statement of Cash Flows. Intangibles At October 31, 2015, the “Casual Male” trademark had a carrying value of $1.1 million and is considered a definite-lived asset. The Company is amortizing the remaining carrying value on an accelerated basis, consistent with projected cash flows through fiscal 2018, its estimated remaining useful life. The Company’s “Rochester” trademark is considered an indefinite-lived intangible asset and has a carrying value of $1.5 million. During the first nine months ended October 31, 2015, no event or circumstance occurred which would cause a reduction in the fair value of the Company’s reporting units, requiring interim testing of the Company’s “Rochester” trademark. Fair Value of Financial Instruments ASC Topic 825, Financial Instruments, requires disclosure of the fair value of certain financial instruments. ASC Topic 820, “ Fair Value Measurements and Disclosures The valuation techniques utilized are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect internal market assumptions. These two types of inputs create the following fair value hierarchy: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than Level 1 prices 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 related 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 assets or liabilities. The Company utilizes observable market inputs (quoted market prices) when measuring fair value whenever possible. The fair value of long-term debt is classified within Level 2 of the valuation hierarchy. At October 31, 2015, the fair value approximates the carrying amount based upon terms available to the Company for borrowings with similar arrangements and remaining maturities. The fair value of indefinite-lived assets, which consists of the Company’s “Rochester” trademark, is measured on a non-recurring basis in connection with the Company’s annual impairment test. The fair value of the trademark is determined using a projected discounted cash flow analysis based on unobservable inputs and are classified within Level 3 of the valuation hierarchy. See Intangibles The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and short-term borrowings approximate fair value because of the short maturity of these instruments. Accumulated Other Comprehensive Income (Loss) - (“AOCI”) Other comprehensive income (loss) includes amounts related to foreign currency and pension plans and is reported in the Consolidated Statements of Comprehensive Income (Loss). Other comprehensive income and reclassifications from AOCI for the three and nine months ended October 31, 2015 and November 1, 2014, respectively, are as follows: October 31, 2015 November 1, 2014 For the three months ended: (in thousands) Pension Plans Foreign Currency Total Pension Plans Foreign Currency Total Balance at beginning of the quarter $ (7,282 ) $ (381 ) $ (7,663 ) $ (4,270 ) $ 94 $ (4,176 ) Other comprehensive income (loss) before reclassifications, net of taxes 94 (32 ) 62 82 (144 ) (62 ) Amounts reclassified from accumulated other comprehensive income, net of taxes (1) 162 — 162 65 — 65 Other comprehensive income (loss) for the period 256 (32 ) 224 147 (144 ) 3 Balance at end of quarter $ (7,026 ) $ (413 ) $ (7,439 ) $ (4,123 ) $ (50 ) $ (4,173) October 31, 2015 November 1, 2014 For the nine months ended: (in thousands) Pension Plans Foreign Currency Total Pension Plans Foreign Currency Total Balance at beginning of fiscal year $ (7,795 ) $ (443 ) $ (8,238 ) $ (4,547 ) $ (13 ) $ (4,560 ) Other comprehensive income (loss) before reclassifications, net of taxes 284 30 314 246 (37 ) 209 Amounts reclassified from accumulated other comprehensive income, net of taxes (1) 485 — 485 178 — 178 Other comprehensive income (loss) for the period 769 30 799 424 (37 ) 387 Balance at end of quarter $ (7,026 ) $ (413 ) $ (7,439 ) $ (4,123 ) $ (50 ) $ (4,173) (1) Includes the amortization of the unrecognized (gain)/loss on pension plans which was charged to “Selling, General and Administrative” Expense on the Consolidated Statements of Operations for all periods presented. The amortization of the unrecognized loss, before tax, was $162,000 and $65,000 for the three months ended October 31, 2015 and November 1, 2014, respectively, and $485,000 and $178,000 for the nine months ended October 31, 2015 and November 1, 2014, respectively. There was no tax benefit for any period. Revenue Recognition Revenue from the Company’s retail store operation is recorded upon purchase of merchandise by customers, net of an allowance for sales returns. Revenue from the Company’s e-commerce operations is recognized at the time a customer order is delivered, net of an allowance for sales returns. Revenue is recognized by the operating segment that fulfills a customer’s order. Stock-based Compensation All share-based payments, including grants of employee stock options and restricted stock, are recognized as an expense in the Consolidated Statement of Operations based on their fair values and vesting periods. The fair value of stock options is determined using the Black-Scholes valuation model and requires the input of subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them (the “expected term”), the estimated volatility of the Company’s common stock price over the expected term and the number of options that will ultimately not complete their vesting requirements (“forfeitures”). The Company reviews its valuation assumptions at each grant date and, as a result, is likely to change its valuation assumptions used to value employee stock-based awards granted in future periods. The values derived from using the Black-Scholes model are recognized as an expense over the vesting period, net of estimated forfeitures. The estimation of stock-based awards that will ultimately vest requires significant judgment. Actual results and future changes in estimates may differ from the Company’s current estimates. Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, “ Revenue from Contracts with Customers Revenue Recognition Other Assets and Deferred Costs - Capitalized Advertising Costs Revenue from Contracts with Customers (Topic 606), In June 2014, the FASB issued ASU 2014-12, “ Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period”. In January 2015, the FASB issued ASU 2015-01, “ Income Statement - Extraordinary and Unusual Items (Subtopic 225-20)”. In May 2015, the FASB issued ASU 2015-05, “ Intangibles - Goodwill and Other - Internal - Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement”. In July 2015, the FASB issued ASU 2015-11, " Inventory (Topic 330): Simplifying the Measurement of Inventory, In September 2015, the FASB issued ASU 2015-16, “ Business Combinations (Topic 805) No other new accounting pronouncements, issued or effective during the first nine months of fiscal 2015, have had or are expected to have a significant impact on the Company’s Consolidated Financial Statements. |
Debt
Debt | 9 Months Ended |
Oct. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt | 2. Debt Credit Agreement with Bank of America, N.A. On October 30, 2014, the Company amended its credit facility with Bank of America, N.A, effective October 29, 2014, by executing the Second Amendment to the Sixth Amended and Restated Loan and Security Agreement (as amended, the “Credit Facility”). The Credit Facility provides for maximum committed borrowings of $125 million. The Credit Facility includes, pursuant to an accordion feature, the ability to increase the Credit Facility by an additional $50 million upon the request of the Company and the agreement of the lender(s) participating in the increase. The Credit Facility includes a sublimit of $20 million for commercial and standby letter of credits and a sublimit of up to $15 million for swingline loans. The Company’s ability to borrow under the Credit Facility is determined using an availability formula based on eligible assets. The maturity date of the Credit Facility is October 29, 2019. The Company’s obligations under the Credit Facility are secured by a lien on substantially all of its assets, excluding (i) a first priority lien held by the lenders of the Term Loan Facility on certain equipment of the Company described below and (ii) intellectual property. At October 31, 2015, the Company had outstanding borrowings under the Credit Facility of $56.4 million, before unamortized debt issuance costs of $0.5 million. Outstanding standby letters of credit were $2.5 million with no outstanding documentary letters of credit. Unused excess availability at October 31, 2015 was $62.8 million. Average monthly borrowings outstanding under the Credit Facility during the first nine months of fiscal 2015 were $40.7 million, resulting in an average unused excess availability of approximately $67.6 million. The Company’s ability to borrow under the Credit Facility is determined using an availability formula based on eligible assets, with increased advance rates based on seasonality. Pursuant to the terms of the Credit Facility, if the Company’s excess availability under the Credit Facility fails to be equal to or greater than the greater of (i) 10% of the Loan Cap (defined in the Credit Facility as the lesser of the revolving credit commitments at such time or the borrowing base at the relevant measurement time) and (ii) $7.5 million, the Company will be required to maintain a minimum consolidated fixed charge coverage ratio of 1.0:1.0 in order to pursue certain transactions, including but not limited to, stock repurchases, payment of dividends and business acquisitions. Borrowings made pursuant to the Credit Facility will bear interest at a rate equal to the base rate (determined as the highest of (a) Bank of America N.A.’s prime rate, (b) the Federal Funds rate plus 0.50% or (c) the annual ICE-LIBOR rate (“LIBOR”) for the respective interest period) plus a varying percentage, based on the Company’s borrowing base, of 0.50%-0.75% for prime-based borrowings and 1.50%-1.75% for LIBOR-based borrowings. The Company is also subject to an unused line fee of 0.25%. At October 31, 2015, the Company’s prime-based interest rate was 3.75%. At October 31, 2015, the Company had approximately $52.0 million of its outstanding borrowings in LIBOR-based contracts with an interest rate of 1.65%. The LIBOR-based contracts expired between November 2, 2015 and November 5, 2015. When a LIBOR-based borrowing expires, the borrowings revert back to prime-based borrowings unless the Company enters into a new LIBOR-based borrowing arrangement. The fair value of the amount outstanding under the Credit Facility at October 31, 2015 approximated the carrying value. Long-Term Debt Components of long-term debt are as follows: (in thousands) October 31, 2015 January 31, 2015 Equipment financing notes $ 14,516 $ 19,390 Term loan, due 2019 14,000 14,750 Less: unamortized debt issuance costs (1) (532 ) (634 ) Total long-term debt 27,984 33,506 Less: current portion of long-term debt 7,332 7,335 Long-term debt, net of current portion $ 20,652 $ 26,171 (1) Includes the reclassification of debt issuance costs of $0.1 million from “Prepaid expenses and other current assets” and $0.5 million from “Other assets” at January 31, 2015 as a result of the Company adopting ASU 2015-03, see Note 1. Equipment Financing Loans Pursuant to a Master Loan and Security Agreement with Banc of America Leasing & Capital, LLC, dated July 20, 2007 and amended on September 30, 2013 (the “Master Agreement”), the Company entered into twelve equipment security notes between September 2013 and June 2014 (in aggregate, the “Notes”), whereby the Company borrowed an aggregate of $26.4 million. The Notes are for a term of 48 months and accrue interest at fixed rates ranging from 3.07% and 3.50%. Principal and interest are paid monthly, in arrears. The Notes are secured by a security interest in all of the Company’s rights, title and interest in and to certain equipment. The Company is subject to a prepayment penalty equal to 1% of the prepaid principal of the Notes until the first anniversary of each Note, 0.5% of the prepaid principal from the first anniversary until the second anniversary and no prepayment penalty thereafter. The Master Agreement includes default provisions that are customary for financings of this type and are similar and no more restrictive than the Company’s existing Credit Facility. Term Loan On October 30, 2014, the Company entered into a term loan agreement with respect to a new $15 million senior secured term loan facility with Wells Fargo Bank, National Association as administrative and collateral agent (the “Term Loan Facility”). The effective date of the Term Loan Facility is October 29, 2014 (the “Effective Date”). The proceeds from the Term Loan Facility were used to repay borrowings under the Credit Facility. The Term Loan Facility bears interest at a rate per annum equal to the greater of (a) 1.00% and (b) the one month LIBOR rate, plus 6.50%. Interest payments are payable on the first business day of each calendar month, and increase by 2% following the occurrence and during the continuance of an “event of default,” as defined in the Term Loan Facility. The Term Loan Facility provides for quarterly principal payments on the first business day of each calendar quarter, commencing the first business day of January 2015, in an aggregate principal amount equal to $250,000, subject to adjustment, with the balance payable on the termination date. The Term Loan Facility includes usual and customary mandatory prepayment provisions for transactions of this type that are triggered by the occurrence of certain events. In addition, the amounts advanced under the Term Loan Facility can be optionally prepaid in whole or part. All prepayments are subject to an early termination fee in the amount of: (a) 4% of the amount prepaid if the prepayment is prior to the first anniversary of the Effective Date; (b) 2% of the amount prepaid if the prepayment is after the first anniversary, but prior to the second anniversary, of the Effective Date; and (c) 1% of the amount prepaid if the prepayment is after the second anniversary, but prior to the third anniversary, of the Effective Date. There is no prepayment penalty after the third anniversary of the Effective Date. The Term Loan Facility matures on October 29, 2019. It is secured by a first priority lien on certain equipment of the Company, and a second priority lien on substantially all of the remaining assets of the Company, excluding intellectual property. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Oct. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 3. Stock-Based Compensation 2013-2016 LTIP The Company’s 2013-2016 Destination XL Group, Inc. Long-Term Incentive Plan (the “2013-2016 LTIP”) was approved in the second quarter of fiscal 2013. Of the total Projected Benefit Amount, 50% is subject to time-based vesting and 50% is subject to performance-based vesting. The time-vested portion of the award (half of the shares of restricted stock, options and cash) vests in three installments with 20% of the time-vested portion vesting at the end of fiscal 2014, 40% will vest at the end of fiscal 2015 and the remaining 40% will vest at the end of fiscal 2016. For the performance-based portion of the award to vest, the Company must achieve, during any rolling four fiscal quarter period that ends on or before the end of fiscal 2015, revenue of at least $550 million and an operating margin of not less than 8.0%. In the event that the Company achieves its target of $550 million in revenue with an operating margin of not less than 8.0% during any rolling fiscal four quarters prior to fiscal 2016, then the total Projected Benefit Amount vests in full. If the targets for vesting of the performance-based portion of the award are not met by the end of fiscal 2015, then the performance-based target can still be met in fiscal 2016. In fiscal 2016, the Company must achieve revenue of at least $600 million and an operating margin of not less than 8.0% for participants to receive 100% vesting of the performance-based portion of the Projected Benefit Amount. If the Company does not meet the performance target at the end of fiscal 2016, but the Company is able to achieve revenue equal to or greater than $510 million at the end of fiscal 2016 and the operating margin is not less than 8.0%, then the participants will receive a pro-rata portion of the performance-based award based on minimum sales of $510 million (50% payout) and $600 million (100% payout). Assuming the Company achieves the performance target and 100% of the Projected Benefit Amount vests, excluding estimated forfeitures, the total potential value of all awards over this four-year period, as of October 31, 2015, would be approximately $19.4 million. Approximately half of the compensation expense relates to the time-vested awards, which is being expensed over forty-four months, based on the respective vesting dates. As the performance targets were not deemed probable at October 31, 2015, no expense for the performance-based awards has been recognized through the first nine months ended October 31, 2015. 2016 Long-Term Incentive Wrap-Around Plan In the fourth quarter of fiscal 2014, the Compensation Committee of the Company’s Board of Directors approved the 2016 Long-Term Incentive Wrap-Around Plan (the “Wrap-Around Plan”). The Wrap-Around Plan is a supplemental performance-based incentive plan that is only effective if there is no vesting of the performance-based awards under the 2013-2016 LTIP and, as a result, all performance-based awards under that plan are forfeited. Under the Wrap-Around Plan, if the target level performance metrics for fiscal 2016 are met, participants will be eligible to receive a payout equal to 80% of the dollar value of the performance-based compensation they were eligible to receive under the 2013-2016 LTIP. If the target level performance metrics for fiscal 2016 under the Wrap-Around Plan are exceeded, the greatest payout that participants will be eligible to receive is 100% of the dollar value of the performance-based compensation they were eligible to receive under the 2013-2016 LTIP. Any award earned will be paid 50% in cash and 50% in shares of restricted stock. The performance target under the Wrap-Around Plan consists of two metrics, Sales and EBITDA, with threshold (50%), target (80%) and maximum (100%) payout levels. Each metric is weighted as 50% of the total performance target. However, in order for there to be any payout under either metric, EBITDA for fiscal 2016 must be equal to or greater than the minimum threshold. The Wrap-Around Plan also provides for an opportunity to receive additional shares of restricted stock if at least the threshold EBITDA target is achieved and the Company’s closing stock price is $6.75 or higher on the day earnings for fiscal 2016 are publicly released. If the Company’s stock price is $6.75, the payout in restricted shares will be increased by 20% and if the stock price is $7.25 or higher, the payout in restricted shares will be increased by 30%. The portion of the award payable in cash is not affected by the stock price. In any event, the most that can be achieved is the 100% payout level. All awards granted pursuant to the Wrap-Around Plan will not vest until the last day of the second quarter of fiscal 2017 . Assuming that the Company achieves the performance target at target levels under the Wrap-Around Plan, and further assuming that the Company’s stock price is greater than $7.25, at the time the Company’s earnings are publicly released, the compensation expense associated with this Wrap-Around Plan is estimated to be approximately $8.7 million. However, because the performance targets under the Wrap-Around Plan were not deemed probable at October 31, 2015, no compensation expense for the performance-based awards has been recognized through the end of the first nine months of fiscal 2015. 2006 Plan—Stock Option and Restricted Share Award Activity Pursuant to the Company’s 2006 Incentive Compensation Plan, as amended (the “2006 Plan”), the Company has 7,250,000 shares authorized for issuance, of which 4,250,000 shares may be subject to the granting of awards other than stock options and stock appreciation rights. The following tables summarize the stock option activity and restricted share activity under the 2006 Plan for the first nine months of fiscal 2015: Number of shares Weighted-average exercise price per option Weighted-average remaining contractual term Aggregate intrinsic value Stock Options Outstanding options at beginning of year 2,747,802 $ 4.97 Options granted — — Options canceled (60,287 ) $ 5.04 Options exercised (1) (22,136 ) $ 4.59 Outstanding options at end of quarter 2,665,379 $ 4.98 7.2 years $ 2,376,745 Options exercisable at end of quarter 588,692 $ 4.74 5.6 years $ 719,276 (1) The intrinsic value of options exercised was immaterial. Restricted shares Deferred shares (1) Fully-vested shares (2) Total number of shares Weighted-average grant-date fair value (3) Shares Outstanding non-vested shares at beginning of year 1,685,290 11,238 — 1,696,528 $ 5.09 Shares granted 10,000 15,790 46,536 72,326 $ 4.89 Shares vested/issued (32,223 ) — (46,536 ) (78,759 ) $ 5.00 Shares canceled — — — — — Outstanding non-vested shares at end of quarter 1,663,067 27,028 — 1,690,095 $ 5.08 (1 ) During the first nine months of fiscal 2015, the Company granted 15,790 shares of deferred stock, with a fair value of approximately $78,209 to certain directors as compensation in lieu of cash, in accordance with their irrevocable elections. The shares of deferred stock will vest three years from the date of grant or at separation of service, based on the irrevocable election of each director. (2) During the first nine months of fiscal 2015, the Company granted 46,536 shares of stock, with a fair value of approximately $230,143 to certain directors as compensation in lieu of cash, in accordance with their irrevocable elections. Beginning in fiscal 2015, directors are required to elect 50% of their quarterly retainer in equity. All shares paid to directors to satisfy this election are issued from the Company’s 2006 Stock Incentive Plan. Any shares in excess of the minimum required election will be issued from the Company’s Non-Employee Director Stock Purchase Plan. (3) The fair value of a restricted share, deferred share and fully-vested share is equal to the Company’s closing stock price on the date of grant. 1992 Stock Incentive Plan (the “1992 Plan”)—Stock Option Activity The following table summarizes stock option activity under the 1992 Plan for the first nine months of fiscal 2015: Number of shares Weighted-average exercise price per option Weighted-average remaining contractual Aggregate intrinsic value (1) Stock Options Outstanding options at beginning of year 217,500 $ 7.01 Options granted Options expired (201,500 ) $ 7.00 Options canceled (1,000 ) $ 7.38 Options exercised — — Outstanding options at end of quarter 15,000 $ 7.18 0.2 years — Options exercisable at end of quarter 15,000 $ 7.18 0.2 years — (1) The intrinsic value of the options outstanding at October 31, 2015 was immaterial. Share Availability Under the 2006 Plan At October 31, 2015, the Company had 1,110,608 shares available for future grant under the 2006 Plan, of which 942,960 remain available under the sublimit for awards other than options and stock appreciation rights. No further grants can be made under the 1992 Plan. Non-Employee Director Stock Purchase Plan The Company granted 18,639 shares of common stock, with a fair value of approximately $93,228, to certain of its non-employee directors as compensation in lieu of cash in the first nine months of fiscal 2015. Valuation Assumptions for Stock Options and Restricted Stock For the first nine months of fiscal 2015, the Company granted 15,790 shares of deferred stock and 10,000 shares of restricted stock. For the first nine months of fiscal 2014, the Company granted 97,950 shares of restricted stock, 8,345 shares of deferred stock and stock options to purchase 141,684 shares of common stock. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model. For the first nine months of fiscal 2015, there were no grants of stock options. The following assumptions were used for grants for the first nine months of fiscal 2014: November 1, 2014 Expected volatility 46.0 % Risk-free interest rate 0.79%-0.93% Expected life 3.1 - 3.5 yrs Dividend rate — Expected volatilities are based on historical volatilities of the Company’s common stock; the expected life represents the weighted average period of time that options granted are expected to be outstanding giving consideration to vesting schedules and historical exercise patterns; and the risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. For the first nine months of fiscal 2015 and fiscal 2014, the Company recognized total stock-based compensation expense of $1.6 million and $2.2 million, respectively. The total compensation cost related to time-vested stock options and time-based restricted stock awards not yet recognized as of October 31, 2015 is approximately $1.3 million, net of estimated forfeitures, which will be expensed over a weighted average remaining life of 12.8 months. At October 31, 2015, the Company had $7.1 million of unrecognized compensation expense, net of estimated forfeitures, related to its performance-based stock options and restricted stock. As discussed above, the Company will begin recognizing compensation if, and when, achievement of the performance targets under the 2013-2016 LTIP or Wrap-Around Plan becomes probable. |
Earnings per Share
Earnings per Share | 9 Months Ended |
Oct. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 4. Earnings per Share The following table provides a reconciliation of the number of shares outstanding for basic and diluted earnings per share: For the three months ended For the nine months ended October 31, 2015 November 1, 2014 October 31, 2015 November 1, 2014 (in thousands ) Common Stock Outstanding: Basic weighted average common shares outstanding 49,116 48,773 49,072 48,724 Common stock equivalents – stock options and restricted stock (1) — — — — Diluted weighted average common shares outstanding 49,116 48,773 49,072 48,724 (1) Common Stock equivalents of and 558 shares for the three months ended October 31, 2015 and November 1, 2014, respectively, and 560 and 534 for the first nine months ended October 31, 2015 and November 1, 2014, respectively, were excluded due to the net loss. The following potential common stock equivalents were excluded from the computation of diluted earnings per share in each period because the exercise price of such options was greater than the average market price per share of common stock for the respective periods or because of the unearned compensation associated with either the stock options or restricted stock. For the three months ended For the nine months ended October 31, 2015 November 1, 2014 October 31, 2015 November 1, 2014 (in thousands, except exercise prices) Stock Options (time-vested) 183 1,522 1,214 1,480 Restricted Stock (time-vested) — — 15 - Range of exercise prices of such options $5.27 - $7.52 $4.96 - $4.96 - $7.52 $4.96 - The above options, which were outstanding at October 31, 2015, expire from January 16, 2016 to November 10, 2024. Excluded from the Company’s computation of basic and diluted earnings per share for both the third quarter and first nine months of fiscal 2015 were 933,486 shares of unvested performance-based restricted stock and 1,162,047 performance-based stock options. For the third quarter and first nine months of fiscal 2014, 948,190 shares of unvested performance-based restricted stock and 1,175,971 performance-based stock options were excluded from the Company’s computation of basic and diluted earnings per share for both periods. Performance-based awards will be included in the computation of basic and diluted earnings per share if, and when, the respective performance targets are achieved. In addition, shares of unvested time-based restricted stock of 729,581 and 948,190 were excluded from the computation of basic earnings per share for the third quarter and first nine months of fiscal 2015 and fiscal 2014, respectively, and will be until such shares vest. See Note 3, Stock-Based Compensation, for a discussion of the Company’s 2013-2016 LTIP and the respective performance targets. Although the shares of performance-based and time-based restricted stock issued in connection with the 2013-2016 LTIP are not considered outstanding or common stock equivalents for earnings per share purposes until certain vesting and performance thresholds are achieved, all 1,663,067 shares of restricted stock outstanding at October 31, 2015 are considered issued and outstanding. Each share of restricted stock has all of the rights of a holder of the Company’s common stock, including, but not limited to, the right to vote and the right to receive dividends, which rights are forfeited if the restricted stock is forfeited. |
Income Taxes
Income Taxes | 9 Months Ended |
Oct. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 5. Income Taxes At October 31, 2015, the Company had total deferred tax assets of approximately $78.2 million, total deferred tax liabilities of $15.6 million and a corresponding valuation allowance of $62.8 million. In the fourth quarter of fiscal 2013, the Company entered into a three-year cumulative loss position and based on forecasts at that time, the Company expected the cumulative three-year loss to increase as of the end of fiscal 2014. Management determined that this represented significant negative evidence at February 1, 2014. While the Company has projected it will return to profitability, generate taxable income and ultimately emerge from a three-year cumulative loss, based on a consideration of all positive and negative evidence as of February 1, 2014, the Company established a full allowance against its net deferred tax assets. Based on the Company’s forecast for fiscal 2015, the Company believes that a full allowance remains appropriate at this time. As of October 31, 2015, the Company had net operating loss carryforwards of $128.7 million for federal income tax purposes and $73.5 million for state income tax purposes that are available to offset future taxable income through fiscal year 2035. Additionally, the Company has alternative minimum tax credit carryforwards of $2.3 million, which are available to further reduce income taxes over an indefinite period. Additionally, the Company has $0.1 million and $2.3 million of net operating loss for tax purposes related to the Company’s operations in Hong Kong and Canada, respectively, though both are expected to expire largely unutilized. Included in the net operating loss carryforwards for both federal and state income tax is approximately $13.0 million relating to stock compensation deductions, the tax benefit from which, if realized, will be credited to additional paid-in capital. The utilization of net operating loss carryforwards and the realization of tax benefits in future years depends predominantly upon having taxable income. Under the provisions of the Internal Revenue Code, certain substantial changes in the Company’s ownership may result in a limitation on the amount of net operating loss carryforwards and tax credit carryforwards which may be used in future years. The Company’s tax provision for the first nine months of fiscal 2015 and fiscal 2014 represents an increase in our deferred tax liability for indefinite-lived intangibles as well as current state margin tax and foreign income tax. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The charge for taxation is based on the results for the year as adjusted for items that are non-assessable or disallowed. The charge is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Pursuant to Topic 740, “ Income Taxes The Company is subject to U.S. federal income tax as well as income tax of multiple state and foreign jurisdictions. The Company has concluded all U.S. federal income tax matters for years through fiscal 2001, with remaining fiscal years subject to income tax examination by federal tax authorities. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Oct. 31, 2015 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations | 6. Discontinued Operations In the second quarter of fiscal 2014, the Company notified Sears Canada of its intent to exit the business and began the process of an orderly wind-down. The Company ceased taking new orders and completed the run-off of operations through a final settlement with Sears during the fourth quarter of fiscal 2014. Accordingly, the results of operations for the third quarter and first nine months of fiscal 2014 have been reclassified to reflect the operating results as discontinued operations. The loss for the first nine months of fiscal 2014, as shown in the table below, includes a charge of approximately $0.8 million related primarily to inventory reserves and sales allowances as a result of the Company’s decision to exit the business. (in thousands) For the three months ended November 1, 2014 For the nine months ended November 1, 2014 Sales $ — $ (347 ) Gross profit (58 ) (882 ) Selling, general and administrative expenses 132 403 Depreciation and amortization — — Provision (benefit) from income taxes — — Loss from discontinued operations, net of taxes $ (190 ) $ (1,285 ) |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Oct. 31, 2015 | |
Accounting Policies [Abstract] | |
Segment Information | Segment Information The Company reports its operations as one reportable segment, Big & Tall Men’s Apparel, which consists of two principal operating segments: its retail business and its direct business. The Company considers its operating segments to be similar in terms of economic characteristics, production processes and operations, and have therefore aggregated them into a single reporting segment, consistent with its omni-channel business approach. The direct operating segment includes the operating results and assets for LivingXL ® ® |
Change in Accounting Principle | Change in Accounting Principle The Company historically presented deferred debt issuance costs, or fees directly related to issuing debt, as assets on the consolidated balance sheets. In the first quarter of fiscal 2015, the Company elected early adoption of ASU 2015−03, “ Interest − Imputation of Interest (Subtopic 835−30), Simplifying the Presentation of Debt Issuance Costs” The reclassification did not impact net income (loss) previously reported or any prior amounts reported on the Consolidated Statements of Operations. The following table presents the effect of the retrospective application of this change in accounting principle on the Company’s Consolidated Balance Sheets as of January 31, 2015. As Reported Effect of Change in After Change in Consolidated Balance Sheets (in thousands) January 31, 2015 Accounting Principle Accounting Principle ASSETS: Current assets: Prepaid expenses and other current assets $ 9,190 $ (277 ) $ 8,913 Total current assets 132,615 (277 ) 132,338 Noncurrent assets: Other assets 4,849 (942 ) 3,907 Total assets 261,100 (1,219 ) 259,881 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 7,489 $ (154 ) $ 7,335 Borrowings under credit facility 19,402 (585 ) 18,817 Total current liabilities 90,307 (739 ) 89,568 Long-term liabilities: Long-term debt, net of current portion 26,651 (480 ) 26,171 Total long-term liabilities 78,403 (480 ) 77,923 Total liabilities and stockholders' equity 261,100 (1,219 ) 259,881 |
Reclassification | Reclassification As a result of the Company’s adopting ASU 2015-03, for the first nine months of fiscal 2014, the Company has reclassified $124,000 from “Change in Other Assets” to “Amortization of Deferred Debt Issuance Costs” in the Consolidated Statement of Cash Flows. |
Intangibles | Intangibles At October 31, 2015, the “Casual Male” trademark had a carrying value of $1.1 million and is considered a definite-lived asset. The Company is amortizing the remaining carrying value on an accelerated basis, consistent with projected cash flows through fiscal 2018, its estimated remaining useful life. The Company’s “Rochester” trademark is considered an indefinite-lived intangible asset and has a carrying value of $1.5 million. During the first nine months ended October 31, 2015, no event or circumstance occurred which would cause a reduction in the fair value of the Company’s reporting units, requiring interim testing of the Company’s “Rochester” trademark. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC Topic 825, Financial Instruments, requires disclosure of the fair value of certain financial instruments. ASC Topic 820, “ Fair Value Measurements and Disclosures The valuation techniques utilized are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect internal market assumptions. These two types of inputs create the following fair value hierarchy: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than Level 1 prices 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 related 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 assets or liabilities. The Company utilizes observable market inputs (quoted market prices) when measuring fair value whenever possible. The fair value of long-term debt is classified within Level 2 of the valuation hierarchy. At October 31, 2015, the fair value approximates the carrying amount based upon terms available to the Company for borrowings with similar arrangements and remaining maturities. The fair value of indefinite-lived assets, which consists of the Company’s “Rochester” trademark, is measured on a non-recurring basis in connection with the Company’s annual impairment test. The fair value of the trademark is determined using a projected discounted cash flow analysis based on unobservable inputs and are classified within Level 3 of the valuation hierarchy. See Intangibles The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and short-term borrowings approximate fair value because of the short maturity of these instruments. |
Accumulated Other Comprehensive Income (Loss) - ("AOCI") | Accumulated Other Comprehensive Income (Loss) - (“AOCI”) Other comprehensive income (loss) includes amounts related to foreign currency and pension plans and is reported in the Consolidated Statements of Comprehensive Income (Loss). Other comprehensive income and reclassifications from AOCI for the three and nine months ended October 31, 2015 and November 1, 2014, respectively, are as follows: October 31, 2015 November 1, 2014 For the three months ended: (in thousands) Pension Plans Foreign Currency Total Pension Plans Foreign Currency Total Balance at beginning of the quarter $ (7,282 ) $ (381 ) $ (7,663 ) $ (4,270 ) $ 94 $ (4,176 ) Other comprehensive income (loss) before reclassifications, net of taxes 94 (32 ) 62 82 (144 ) (62 ) Amounts reclassified from accumulated other comprehensive income, net of taxes (1) 162 — 162 65 — 65 Other comprehensive income (loss) for the period 256 (32 ) 224 147 (144 ) 3 Balance at end of quarter $ (7,026 ) $ (413 ) $ (7,439 ) $ (4,123 ) $ (50 ) $ (4,173) October 31, 2015 November 1, 2014 For the nine months ended: (in thousands) Pension Plans Foreign Currency Total Pension Plans Foreign Currency Total Balance at beginning of fiscal year $ (7,795 ) $ (443 ) $ (8,238 ) $ (4,547 ) $ (13 ) $ (4,560 ) Other comprehensive income (loss) before reclassifications, net of taxes 284 30 314 246 (37 ) 209 Amounts reclassified from accumulated other comprehensive income, net of taxes (1) 485 — 485 178 — 178 Other comprehensive income (loss) for the period 769 30 799 424 (37 ) 387 Balance at end of quarter $ (7,026 ) $ (413 ) $ (7,439 ) $ (4,123 ) $ (50 ) $ (4,173) (1) Includes the amortization of the unrecognized (gain)/loss on pension plans which was charged to “Selling, General and Administrative” Expense on the Consolidated Statements of Operations for all periods presented. The amortization of the unrecognized loss, before tax, was $162,000 and $65,000 for the three months ended October 31, 2015 and November 1, 2014, respectively, and $485,000 and $178,000 for the nine months ended October 31, 2015 and November 1, 2014, respectively. There was no tax benefit for any period. |
Revenue Recognition | Revenue Recognition Revenue from the Company’s retail store operation is recorded upon purchase of merchandise by customers, net of an allowance for sales returns. Revenue from the Company’s e-commerce operations is recognized at the time a customer order is delivered, net of an allowance for sales returns. Revenue is recognized by the operating segment that fulfills a customer’s order. |
Stock-based Competition | Stock-based Compensation All share-based payments, including grants of employee stock options and restricted stock, are recognized as an expense in the Consolidated Statement of Operations based on their fair values and vesting periods. The fair value of stock options is determined using the Black-Scholes valuation model and requires the input of subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them (the “expected term”), the estimated volatility of the Company’s common stock price over the expected term and the number of options that will ultimately not complete their vesting requirements (“forfeitures”). The Company reviews its valuation assumptions at each grant date and, as a result, is likely to change its valuation assumptions used to value employee stock-based awards granted in future periods. The values derived from using the Black-Scholes model are recognized as an expense over the vesting period, net of estimated forfeitures. The estimation of stock-based awards that will ultimately vest requires significant judgment. Actual results and future changes in estimates may differ from the Company’s current estimates. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, “ Revenue from Contracts with Customers Revenue Recognition Other Assets and Deferred Costs - Capitalized Advertising Costs Revenue from Contracts with Customers (Topic 606), In June 2014, the FASB issued ASU 2014-12, “ Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period”. In January 2015, the FASB issued ASU 2015-01, “ Income Statement - Extraordinary and Unusual Items (Subtopic 225-20)”. In May 2015, the FASB issued ASU 2015-05, “ Intangibles - Goodwill and Other - Internal - Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement”. In July 2015, the FASB issued ASU 2015-11, " Inventory (Topic 330): Simplifying the Measurement of Inventory, In September 2015, the FASB issued ASU 2015-16, “ Business Combinations (Topic 805) No other new accounting pronouncements, issued or effective during the first nine months of fiscal 2015, have had or are expected to have a significant impact on the Company’s Consolidated Financial Statements. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Accounting Policies [Abstract] | |
Effect of Retrospective Application of Change in Accounting Principle on Company's Consolidated Balance Sheets | The reclassification did not impact net income (loss) previously reported or any prior amounts reported on the Consolidated Statements of Operations. The following table presents the effect of the retrospective application of this change in accounting principle on the Company’s Consolidated Balance Sheets as of January 31, 2015. As Reported Effect of Change in After Change in Consolidated Balance Sheets (in thousands) January 31, 2015 Accounting Principle Accounting Principle ASSETS: Current assets: Prepaid expenses and other current assets $ 9,190 $ (277 ) $ 8,913 Total current assets 132,615 (277 ) 132,338 Noncurrent assets: Other assets 4,849 (942 ) 3,907 Total assets 261,100 (1,219 ) 259,881 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 7,489 $ (154 ) $ 7,335 Borrowings under credit facility 19,402 (585 ) 18,817 Total current liabilities 90,307 (739 ) 89,568 Long-term liabilities: Long-term debt, net of current portion 26,651 (480 ) 26,171 Total long-term liabilities 78,403 (480 ) 77,923 Total liabilities and stockholders' equity 261,100 (1,219 ) 259,881 |
Other Comprehensive Income and Reclassifications from AOCI | Other comprehensive income and reclassifications from AOCI for the three and nine months ended October 31, 2015 and November 1, 2014, respectively, are as follows: October 31, 2015 November 1, 2014 For the three months ended: (in thousands) Pension Plans Foreign Currency Total Pension Plans Foreign Currency Total Balance at beginning of the quarter $ (7,282 ) $ (381 ) $ (7,663 ) $ (4,270 ) $ 94 $ (4,176 ) Other comprehensive income (loss) before reclassifications, net of taxes 94 (32 ) 62 82 (144 ) (62 ) Amounts reclassified from accumulated other comprehensive income, net of taxes (1) 162 — 162 65 — 65 Other comprehensive income (loss) for the period 256 (32 ) 224 147 (144 ) 3 Balance at end of quarter $ (7,026 ) $ (413 ) $ (7,439 ) $ (4,123 ) $ (50 ) $ (4,173) October 31, 2015 November 1, 2014 For the nine months ended: (in thousands) Pension Plans Foreign Currency Total Pension Plans Foreign Currency Total Balance at beginning of fiscal year $ (7,795 ) $ (443 ) $ (8,238 ) $ (4,547 ) $ (13 ) $ (4,560 ) Other comprehensive income (loss) before reclassifications, net of taxes 284 30 314 246 (37 ) 209 Amounts reclassified from accumulated other comprehensive income, net of taxes (1) 485 — 485 178 — 178 Other comprehensive income (loss) for the period 769 30 799 424 (37 ) 387 Balance at end of quarter $ (7,026 ) $ (413 ) $ (7,439 ) $ (4,123 ) $ (50 ) $ (4,173) (1) Includes the amortization of the unrecognized (gain)/loss on pension plans which was charged to “Selling, General and Administrative” Expense on the Consolidated Statements of Operations for all periods presented. The amortization of the unrecognized loss, before tax, was $162,000 and $65,000 for the three months ended October 31, 2015 and November 1, 2014, respectively, and $485,000 and $178,000 for the nine months ended October 31, 2015 and November 1, 2014, respectively. There was no tax benefit for any period. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Debt Disclosure [Abstract] | |
Components of Long Term Debt | Components of long-term debt are as follows: (in thousands) October 31, 2015 January 31, 2015 Equipment financing notes $ 14,516 $ 19,390 Term loan, due 2019 14,000 14,750 Less: unamortized debt issuance costs (1) (532 ) (634 ) Total long-term debt 27,984 33,506 Less: current portion of long-term debt 7,332 7,335 Long-term debt, net of current portion $ 20,652 $ 26,171 (1) Includes the reclassification of debt issuance costs of $0.1 million from “Prepaid expenses and other current assets” and $0.5 million from “Other assets” at January 31, 2015 as a result of the Company adopting ASU 2015-03, see Note 1. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Restricted Stock Activity | Restricted shares Deferred shares (1) Fully-vested shares (2) Total number of shares Weighted-average grant-date fair value (3) Shares Outstanding non-vested shares at beginning of year 1,685,290 11,238 — 1,696,528 $ 5.09 Shares granted 10,000 15,790 46,536 72,326 $ 4.89 Shares vested/issued (32,223 ) — (46,536 ) (78,759 ) $ 5.00 Shares canceled — — — — — Outstanding non-vested shares at end of quarter 1,663,067 27,028 — 1,690,095 $ 5.08 (1 ) During the first nine months of fiscal 2015, the Company granted 15,790 shares of deferred stock, with a fair value of approximately $78,209 to certain directors as compensation in lieu of cash, in accordance with their irrevocable elections. The shares of deferred stock will vest three years from the date of grant or at separation of service, based on the irrevocable election of each director. (2) During the first nine months of fiscal 2015, the Company granted 46,536 shares of stock, with a fair value of approximately $230,143 to certain directors as compensation in lieu of cash, in accordance with their irrevocable elections. Beginning in fiscal 2015, directors are required to elect 50% of their quarterly retainer in equity. All shares paid to directors to satisfy this election are issued from the Company’s 2006 Stock Incentive Plan. Any shares in excess of the minimum required election will be issued from the Company’s Non-Employee Director Stock Purchase Plan. (3) The fair value of a restricted share, deferred share and fully-vested share is equal to the Company’s closing stock price on the date of grant. |
Valuation Assumptions for Stock Options | The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model. For the first nine months of fiscal 2015, there were no grants of stock options. The following assumptions were used for grants for the first nine months of fiscal 2014: November 1, 2014 Expected volatility 46.0 % Risk-free interest rate 0.79%-0.93% Expected life 3.1 - 3.5 yrs Dividend rate — |
Employee Stock Plan, 2006 Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Stock Option Activity | The following tables summarize the stock option activity and restricted share activity under the 2006 Plan for the first nine months of fiscal 2015: Number of shares Weighted-average exercise price per option Weighted-average remaining contractual term Aggregate intrinsic value Stock Options Outstanding options at beginning of year 2,747,802 $ 4.97 Options granted — — Options canceled (60,287 ) $ 5.04 Options exercised (1) (22,136 ) $ 4.59 Outstanding options at end of quarter 2,665,379 $ 4.98 7.2 years $ 2,376,745 Options exercisable at end of quarter 588,692 $ 4.74 5.6 years $ 719,276 (1) The intrinsic value of options exercised was immaterial. |
Employee Stock Plan, 1992 Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Stock Option Activity | The following table summarizes stock option activity under the 1992 Plan for the first nine months of fiscal 2015: Number of shares Weighted-average exercise price per option Weighted-average remaining contractual Aggregate intrinsic value (1) Stock Options Outstanding options at beginning of year 217,500 $ 7.01 Options granted Options expired (201,500 ) $ 7.00 Options canceled (1,000 ) $ 7.38 Options exercised — — Outstanding options at end of quarter 15,000 $ 7.18 0.2 years — Options exercisable at end of quarter 15,000 $ 7.18 0.2 years — (1) The intrinsic value of the options outstanding at October 31, 2015 was immaterial. |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Earnings Per Share [Abstract] | |
Reconciliation of Number of Shares Outstanding for Basic and Diluted Earnings Per Share | The following table provides a reconciliation of the number of shares outstanding for basic and diluted earnings per share: For the three months ended For the nine months ended October 31, 2015 November 1, 2014 October 31, 2015 November 1, 2014 (in thousands ) Common Stock Outstanding: Basic weighted average common shares outstanding 49,116 48,773 49,072 48,724 Common stock equivalents – stock options and restricted stock (1) — — — — Diluted weighted average common shares outstanding 49,116 48,773 49,072 48,724 (1) Common Stock equivalents of and 558 shares for the three months ended October 31, 2015 and November 1, 2014, respectively, and 560 and 534 for the first nine months ended October 31, 2015 and November 1, 2014, respectively, were excluded due to the net loss. |
Potential Common Stock Equivalents Excluded from Computation of Diluted Earnings Per Share | The following potential common stock equivalents were excluded from the computation of diluted earnings per share in each period because the exercise price of such options was greater than the average market price per share of common stock for the respective periods or because of the unearned compensation associated with either the stock options or restricted stock. For the three months ended For the nine months ended October 31, 2015 November 1, 2014 October 31, 2015 November 1, 2014 (in thousands, except exercise prices) Stock Options (time-vested) 183 1,522 1,214 1,480 Restricted Stock (time-vested) — — 15 - Range of exercise prices of such options $5.27 - $7.52 $4.96 - $4.96 - $7.52 $4.96 - |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Summary of Results from Discontinued Operations | (in thousands) For the three months ended November 1, 2014 For the nine months ended November 1, 2014 Sales $ — $ (347 ) Gross profit (58 ) (882 ) Selling, general and administrative expenses 132 403 Depreciation and amortization — — Provision (benefit) from income taxes — — Loss from discontinued operations, net of taxes $ (190 ) $ (1,285 ) |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) $ in Thousands | 9 Months Ended | |
Oct. 31, 2015USD ($)Segment | Nov. 01, 2014USD ($) | |
Accounting Policies [Line Items] | ||
Number of reportable segments | Segment | 1 | |
Number of operating segments | Segment | 2 | |
Amortization of deferred debt issuance costs | $ 211 | $ 124 |
Rochester Trademark | ||
Accounting Policies [Line Items] | ||
Indefinite-lived intangible asset, carrying value | 1,500 | |
Casual Male Trademark | ||
Accounting Policies [Line Items] | ||
Definite-lived intangible assets, carrying value | $ 1,100 | |
Intangible assets, amortization period | 2,018 |
Basis of Presentation - Effect
Basis of Presentation - Effect of Retrospective Application of Change in Accounting Principle on Company's Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 |
Current assets: | ||
Prepaid expenses and other current assets | $ 9,485 | $ 8,913 |
Total current assets | 154,479 | 132,338 |
Noncurrent assets: | ||
Other assets | 4,050 | 3,907 |
Total assets | 288,120 | 259,881 |
Current liabilities: | ||
Current portion of long-term debt | 7,332 | 7,335 |
Borrowings under credit facility | 55,866 | 18,817 |
Total current liabilities | 127,428 | 89,568 |
Long-term liabilities: | ||
Long-term debt, net of current portion | 20,652 | 26,171 |
Total long-term liabilities | 72,443 | 77,923 |
Total liabilities and stockholders' equity | $ 288,120 | 259,881 |
As Reported | ||
Current assets: | ||
Prepaid expenses and other current assets | 9,190 | |
Total current assets | 132,615 | |
Noncurrent assets: | ||
Other assets | 4,849 | |
Total assets | 261,100 | |
Current liabilities: | ||
Current portion of long-term debt | 7,489 | |
Borrowings under credit facility | 19,402 | |
Total current liabilities | 90,307 | |
Long-term liabilities: | ||
Long-term debt, net of current portion | 26,651 | |
Total long-term liabilities | 78,403 | |
Total liabilities and stockholders' equity | 261,100 | |
Effect of Change in Accounting Principle | ||
Current assets: | ||
Prepaid expenses and other current assets | (277) | |
Total current assets | (277) | |
Noncurrent assets: | ||
Other assets | (942) | |
Total assets | (1,219) | |
Current liabilities: | ||
Current portion of long-term debt | (154) | |
Borrowings under credit facility | (585) | |
Total current liabilities | (739) | |
Long-term liabilities: | ||
Long-term debt, net of current portion | (480) | |
Total long-term liabilities | (480) | |
Total liabilities and stockholders' equity | $ (1,219) |
Basis of Presentation - Other C
Basis of Presentation - Other Comprehensive Income and Reclassifications from AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Beginning balance | $ (7,663) | $ (4,176) | $ (8,238) | $ (4,560) | |
Other comprehensive income (loss) before reclassifications, net of taxes | 62 | (62) | 314 | 209 | |
Amounts reclassified from accumulated other comprehensive income, net of taxes | [1] | 162 | 65 | 485 | 178 |
Other comprehensive income (loss), net of tax | 224 | 3 | 799 | 387 | |
Ending balance | (7,439) | (4,173) | (7,439) | (4,173) | |
Pension Plans | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Beginning balance | (7,282) | (4,270) | (7,795) | (4,547) | |
Other comprehensive income (loss) before reclassifications, net of taxes | 94 | 82 | 284 | 246 | |
Amounts reclassified from accumulated other comprehensive income, net of taxes | [1] | 162 | 65 | 485 | 178 |
Other comprehensive income (loss), net of tax | 256 | 147 | 769 | 424 | |
Ending balance | (7,026) | (4,123) | (7,026) | (4,123) | |
Foreign Currency | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Beginning balance | (381) | 94 | (443) | (13) | |
Other comprehensive income (loss) before reclassifications, net of taxes | (32) | (144) | 30 | (37) | |
Other comprehensive income (loss), net of tax | (32) | (144) | 30 | (37) | |
Ending balance | $ (413) | $ (50) | $ (413) | $ (50) | |
[1] | Includes the amortization of the unrecognized (gain)/loss on pension plans which was charged to “Selling, General and Administrative” Expense on the Consolidated Statements of Operations for all periods presented. The amortization of the unrecognized loss, before tax, was $162,000 and $65,000 for the three months ended October 31, 2015 and November 1, 2014, respectively, and $485,000 and $178,000 for the nine months ended October 31, 2015 and November 1, 2014, respectively. There was no tax benefit for any period. |
Basis of Presentation - Other23
Basis of Presentation - Other Comprehensive Income and Reclassifications from AOCI (Parenthetical) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Selling, general and administrative | $ 42,414,000 | $ 40,053,000 | $ 131,004,000 | $ 126,601,000 |
Tax benefit | 63,000 | 63,000 | 191,000 | 173,000 |
Reclassification out of Accumulated Other Comprehensive Income | Pension Plans | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Selling, general and administrative | 162,000 | 65,000 | 485,000 | 178,000 |
Tax benefit | $ 0 | $ 0 | $ 0 | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Details) | Oct. 30, 2014USD ($) | Oct. 31, 2015USD ($)Note | Jan. 31, 2015USD ($) | |
Debt Instrument [Line Items] | ||||
Unamortized debt issuance costs | [1] | $ 532,000 | $ 634,000 | |
Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 125,000,000 | |||
Line of credit facility, potential maximum borrowing capacity | $ 50,000,000 | |||
Line of credit facility, expiration date | Oct. 29, 2019 | |||
Line of credit facility, amount outstanding | 56,400,000 | |||
Unamortized debt issuance costs | 572,000 | |||
Line of credit facility, remaining borrowing capacity | 62,800,000 | |||
Line of credit facility, average monthly outstanding amount | 40,700,000 | |||
Line of credit facility, average unused excess availability | $ 67,600,000 | |||
Debt instrument interest rate | 10.00% | |||
Line of credit facility | $ 7,500,000 | |||
Line of credit facility, interest rate description | Borrowings made pursuant to the Credit Facility will bear interest at a rate equal to the base rate (determined as the highest of (a) Bank of America N.A.’s prime rate, (b) the Federal Funds rate plus 0.50% or (c) the annual ICE-LIBOR rate (“LIBOR”) for the respective interest period) plus a varying percentage, based on the Company’s borrowing base, of 0.50%-0.75% for prime-based borrowings and 1.50%-1.75% for LIBOR-based borrowings | |||
Unused line fee | 0.25% | |||
Credit Facility | Federal Funds Rate | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, basis spread on variable rate | 0.50% | |||
Credit Facility | Prime-based Borrowings | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility interest rate | 3.75% | |||
Credit Facility | LIBOR-based Borrowings | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, amount outstanding | $ 52,000,000 | |||
Line of credit facility interest rate | 1.65% | |||
Credit Facility | Maximum | Prime-based Borrowings | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, basis spread on variable rate | 0.75% | |||
Credit Facility | Maximum | LIBOR-based Borrowings | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, expiration date | Nov. 5, 2015 | |||
Line of credit facility, basis spread on variable rate | 1.75% | |||
Credit Facility | Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument Consolidated Fixed Coverage Ratio | 100.00% | |||
Credit Facility | Minimum | Prime-based Borrowings | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, basis spread on variable rate | 0.50% | |||
Credit Facility | Minimum | LIBOR-based Borrowings | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, expiration date | Nov. 2, 2015 | |||
Line of credit facility, basis spread on variable rate | 1.50% | |||
Master Agreement | ||||
Debt Instrument [Line Items] | ||||
Number of notes entered, equipment financing | Note | 12 | |||
Notes maturity term | 48 months | |||
Notes fixed interest rate, minimum | 3.07% | |||
Notes fixed interest rate, maximum | 3.50% | |||
Master Agreement | Banc of America Leasing & Capital, LLC | ||||
Debt Instrument [Line Items] | ||||
Aggregate amount of notes borrowed | $ 26,400,000 | |||
Master Agreement | Banc of America Leasing & Capital, LLC | 1st Anniversary | ||||
Debt Instrument [Line Items] | ||||
Prepayment penalty rate | 1.00% | |||
Master Agreement | Banc of America Leasing & Capital, LLC | 1st Anniversary Until 2nd Anniversary | ||||
Debt Instrument [Line Items] | ||||
Prepayment penalty rate | 0.50% | |||
Term Loan Facility | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, Initiation date | Oct. 30, 2014 | |||
Term Loan Facility | Term loan, due 2019 | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, basis spread on variable rate | 6.50% | |||
Notes fixed interest rate, minimum | 1.00% | |||
Secured term loan facility, face amount | $ 15,000,000 | |||
Secured term loan facility, effective date | Oct. 29, 2014 | |||
Debt Instrument, Interest Rate Terms | The Term Loan Facility bears interest at a rate per annum equal to the greater of (a) 1.00% and (b) the one month LIBOR rate, plus 6.50%. | |||
Debt Instrument, Payment Terms | Interest payments are payable on the first business day of each calendar month, and increase by 2% following the occurrence and during the continuance of an “event of default,” as defined in the Term Loan Facility | |||
Debt Instrument, Description of Variable Rate Basis | one month LIBOR rate | |||
Debt Instrument Interest Rate Increase Decrease Of Event Of Default | 2.00% | |||
Secured term loan facility, frequency of payments | Quarterly | |||
Secured term loan facility, date of first required payment | Jan. 1, 2015 | |||
Secured term loan facility, periodic payment principal | $ 250,000 | |||
Debt instrument, maturity date | Oct. 29, 2019 | |||
Term Loan Facility | Term loan, due 2019 | 1st Anniversary | ||||
Debt Instrument [Line Items] | ||||
Prepayments percentage | 4.00% | |||
Term Loan Facility | Term loan, due 2019 | 1st Anniversary Until 2nd Anniversary | ||||
Debt Instrument [Line Items] | ||||
Prepayments percentage | 2.00% | |||
Term Loan Facility | Term loan, due 2019 | After second anniversary, but prior to third anniversary | ||||
Debt Instrument [Line Items] | ||||
Prepayments percentage | 1.00% | |||
Term Loan Facility | Term loan, due 2019 | After third anniversary | ||||
Debt Instrument [Line Items] | ||||
Prepayments percentage | 0.00% | |||
Commercial and Standby Letters of Credit | Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 20,000,000 | |||
Swingline Loans | Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 15,000,000 | |||
Standby Letters of Credit | Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Letters of credit outstanding, amount | $ 2,500,000 | |||
Documentary Letters of Credit | Credit Facility | Maximum | ||||
Debt Instrument [Line Items] | ||||
Letters of credit outstanding, amount | $ 0 | |||
[1] | Includes the reclassification of debt issuance costs of $0.1 million from “Prepaid expenses and other current assets” and $0.5 million from “Other assets” at January 31, 2015 as a result of the Company adopting ASU 2015-03, see Note 1. |
Debt - Components of Long Term
Debt - Components of Long Term Debt (Details) - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 | |
Debt Instrument [Line Items] | |||
Less: unamortized debt issuance costs | [1] | $ (532) | $ (634) |
Total long-term debt | 27,984 | 33,506 | |
Current portion of long-term debt | 7,332 | 7,335 | |
Long-term debt, net of current portion | 20,652 | 26,171 | |
Equipment financing notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | 14,516 | 19,390 | |
Term loan, due 2019 | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 14,000 | $ 14,750 | |
[1] | Includes the reclassification of debt issuance costs of $0.1 million from “Prepaid expenses and other current assets” and $0.5 million from “Other assets” at January 31, 2015 as a result of the Company adopting ASU 2015-03, see Note 1. |
Debt - Components of Long Ter26
Debt - Components of Long Term Debt (Parenthetical) (Details) $ in Millions | Jan. 31, 2015USD ($) |
Debt Disclosure [Abstract] | |
Reclassification of debt issuance costs from prepaid and other current assets | $ 0.1 |
Reclassification of debt issuance costs from other assets | $ 0.5 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Jan. 31, 2015 | Aug. 03, 2013 | Oct. 31, 2015 | Nov. 01, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Projected benefit obligation percentage paid in shares | 50.00% | |||
Projected benefit obligation percentage paid in options | 25.00% | |||
Projected benefit obligation percentage paid in cash | 25.00% | |||
Potential value of awards over the four-year period | $ 19,400,000 | |||
Stock compensation expense | $ 1,582,000 | $ 2,203,000 | ||
Stock options granted | 0 | 141,684 | ||
Employee Stock Plan, 2006 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Increase in authorized shares | 7,250,000 | |||
Shares available for future grant | 1,110,608 | |||
Shares granted | 72,326 | |||
2016 Long Term Incentive Wrap Around Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Projected benefit obligation percentage paid in shares | 50.00% | |||
Projected benefit obligation percentage paid in cash | 50.00% | |||
Performance based compensation description | If the Company’s stock price is $6.75, the payout in restricted shares will be increased by 20% and if the stock price is $7.25 or higher, the payout in restricted shares will be increased by 30%. | |||
Stock compensation expense | $ 8,700,000 | |||
Maximum | Employee Stock Plan, 2006 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Net revenue targets | $ 600,000,000 | |||
Percentage of operating margin | 8.00% | |||
Payout percentage | 100.00% | |||
Maximum | 2016 Long Term Incentive Wrap Around Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Payout percentage | 100.00% | |||
Closing stock price | $ 7.25 | |||
Projected benefit obligation percentage | 30.00% | |||
Minimum | Employee Stock Plan, 2006 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Net revenue targets | $ 510,000,000 | |||
Payout percentage | 50.00% | |||
Minimum | 2016 Long Term Incentive Wrap Around Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Payout percentage | 80.00% | |||
Closing stock price | $ 6.75 | |||
Projected benefit obligation percentage | 20.00% | |||
Period One | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting plan | 20.00% | |||
Period Two | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting plan | 40.00% | |||
Period Three | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting plan | 40.00% | |||
Time Based Vesting Schedule | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Percentage of benefit obligation | 50.00% | |||
Performance Based Vesting Schedule | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Percentage of benefit obligation | 50.00% | |||
Stock compensation expense | $ 0 | |||
Performance Based Vesting Schedule | Employee Stock Plan, 2006 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Net revenue targets | $ 550,000,000 | |||
2016 Wrap-Around Plan | Maximum | 2016 Long Term Incentive Wrap Around Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Performance based compensation percentage | 100.00% | |||
2016 Wrap-Around Plan | Minimum | 2016 Long Term Incentive Wrap Around Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Performance based compensation percentage | 80.00% | |||
2016 Wrap-Around Plan | Threshold | 2016 Long Term Incentive Wrap Around Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Performance based compensation percentage | 50.00% | |||
Awards Other than Stock Options and Stock Appreciation Rights | Employee Stock Plan, 2006 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Increase in authorized shares | 4,250,000 | |||
Shares available for future grant | 942,960 | |||
Deferred Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares available for future grant | 15,790 | |||
Shares granted | 8,345 | |||
Deferred Stock | Employee Stock Plan, 2006 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares granted | 15,790 | |||
Restricted stocks | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares available for future grant | 10,000 | |||
Shares granted | 97,950 | |||
Restricted stocks | Employee Stock Plan, 2006 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares granted | 10,000 | |||
Time Vested Stock Options And Time Based Restricted Stock Awards | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized stock compensation cost | $ 1,300,000 | |||
Unrecognized stock compensation cost weighted average recognition period | 12 months 24 days | |||
Performance-Based Stock Options and Restricted Stock Awards | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized stock compensation cost | $ 7,100,000 | |||
Chief Executive Officer | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Percentage of salary | 100.00% | |||
Senior Executive | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Percentage of salary | 70.00% | |||
Other Participants | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Percentage of salary | 50.00% | |||
Non Employee Directors | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares of common stock issued | 18,639 | |||
Fair value of common stock issued | $ 93,228 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity under Two Thousand Six Plan (Details) - USD ($) | 9 Months Ended | ||
Oct. 31, 2015 | Nov. 01, 2014 | ||
Number of shares | |||
Options granted | 0 | 141,684 | |
Employee Stock Plan, 2006 Plan | |||
Number of shares | |||
Outstanding options at beginning of year | 2,747,802 | ||
Options canceled | (60,287) | ||
Options exercised | [1] | (22,136) | |
Outstanding options at end of quarter | 2,665,379 | ||
Options exercisable at end of quarter | 588,692 | ||
Weighted-average exercise price per option | |||
Outstanding options at beginning of year | $ 4.97 | ||
Options canceled | 5.04 | ||
Options exercised | [1] | 4.59 | |
Outstanding options at end of quarter | 4.98 | ||
Options exercisable at end of quarter | $ 4.74 | ||
Weighted-average remaining contractual term | |||
Outstanding options at end of quarter | 7 years 2 months 12 days | ||
Options exercisable at end of quarter | 5 years 7 months 6 days | ||
Aggregate Intrinsic Value | |||
Outstanding options at end of quarter | $ 2,376,745 | ||
Options exercisable at end of quarter | $ 719,276 | ||
[1] | The intrinsic value of options exercised was immaterial. |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Activity for Non-vested Shares (Details) - $ / shares | 9 Months Ended | ||
Oct. 31, 2015 | Nov. 01, 2014 | ||
Restricted stocks | |||
Total number of shares | |||
Shares granted | 97,950 | ||
Deferred Stock | |||
Total number of shares | |||
Shares granted | 8,345 | ||
Employee Stock Plan, 2006 Plan | |||
Total number of shares | |||
Outstanding non-vested shares at beginning of year | 1,696,528 | ||
Shares granted | 72,326 | ||
Shares vested/issued | (78,759) | ||
Outstanding non-vested shares at end of quarter | 1,690,095 | ||
Weighted-average Grant-Date Fair value | |||
Outstanding non-vested shares at beginning of year | [1] | $ 5.09 | |
Shares vested/issued | [1] | 5 | |
Outstanding non-vested shares at end of quarter | [1] | $ 5.08 | |
Employee Stock Plan, 2006 Plan | Certain Directors | |||
Total number of shares | |||
Shares granted | 46,536 | ||
Weighted-average Grant-Date Fair value | |||
Shares granted | [1] | $ 4.89 | |
Employee Stock Plan, 2006 Plan | Restricted stocks | |||
Total number of shares | |||
Outstanding non-vested shares at beginning of year | 1,685,290 | ||
Shares granted | 10,000 | ||
Shares vested/issued | (32,223) | ||
Outstanding non-vested shares at end of quarter | 1,663,067 | ||
Employee Stock Plan, 2006 Plan | Deferred Stock | |||
Total number of shares | |||
Outstanding non-vested shares at beginning of year | [2] | 11,238 | |
Shares granted | 15,790 | ||
Outstanding non-vested shares at end of quarter | [2] | 27,028 | |
Employee Stock Plan, 2006 Plan | Deferred Stock | Certain Directors | |||
Total number of shares | |||
Shares granted | [2] | 15,790 | |
Employee Stock Plan, 2006 Plan | Fully-vested shares | |||
Total number of shares | |||
Shares vested/issued | [3] | (46,536) | |
Employee Stock Plan, 2006 Plan | Fully-vested shares | Certain Directors | |||
Total number of shares | |||
Shares granted | [3] | 46,536 | |
[1] | The fair value of a restricted share, deferred share and fully-vested share is equal to the Company’s closing stock price on the date of grant. | ||
[2] | During the first nine months of fiscal 2015, the Company granted 15,790 shares of deferred stock, with a fair value of approximately $78,209 to certain directors as compensation in lieu of cash, in accordance with their irrevocable elections. The shares of deferred stock will vest three years from the date of grant or at separation of service, based on the irrevocable election of each director. | ||
[3] | During the first nine months of fiscal 2015, the Company granted 46,536 shares of stock, with a fair value of approximately $230,143 to certain directors as compensation in lieu of cash, in accordance with their irrevocable elections. Beginning in fiscal 2015, directors are required to elect 50% of their quarterly retainer in equity. All shares paid to directors to satisfy this election are issued from the Company’s 2006 Stock Incentive Plan. Any shares in excess of the minimum required election will be issued from the Company’s Non-Employee Director Stock Purchase Plan. |
Stock-Based Compensation - Su30
Stock-Based Compensation - Summary of Activity for Non-vested Shares (Parenthetical) (Details) - USD ($) | 9 Months Ended | ||
Oct. 31, 2015 | Nov. 01, 2014 | ||
Deferred Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares granted | 8,345 | ||
Employee Stock Plan, 2006 Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares granted | 72,326 | ||
Employee Stock Plan, 2006 Plan | Deferred Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares granted | 15,790 | ||
Shares granted during the period, fair value | $ 78,209 | ||
Share-based compensation arrangement by share-based payment award, vesting period | 3 years | ||
Employee Stock Plan, 2006 Plan | Certain Directors | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares granted | 46,536 | ||
Shares granted during the period, fair value | $ 230,143 | ||
Employee Stock Plan, 2006 Plan | Certain Directors | Deferred Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares granted | [1] | 15,790 | |
Employee Stock Plan, 2006 Plan | Directors | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Percentage of quarterly retainer | 50.00% | ||
[1] | During the first nine months of fiscal 2015, the Company granted 15,790 shares of deferred stock, with a fair value of approximately $78,209 to certain directors as compensation in lieu of cash, in accordance with their irrevocable elections. The shares of deferred stock will vest three years from the date of grant or at separation of service, based on the irrevocable election of each director. |
Stock-Based Compensation - St31
Stock-Based Compensation - Stock Option Activity under Nineteen Ninety Two Plan (Details) - $ / shares | 9 Months Ended | |
Oct. 31, 2015 | Nov. 01, 2014 | |
Number of shares | ||
Options granted | 0 | 141,684 |
Employee Stock Plan, 1992 Plan | ||
Number of shares | ||
Outstanding options at beginning of year | 217,500 | |
Options expired | (201,500) | |
Options canceled | (1,000) | |
Outstanding options at end of quarter | 15,000 | |
Options exercisable at end of quarter | 15,000 | |
Weighted-average exercise price per option | ||
Outstanding options at beginning of year | $ 7.01 | |
Options expired | 7 | |
Options canceled | 7.38 | |
Outstanding options at end of quarter | 7.18 | |
Options exercisable at end of quarter | $ 7.18 | |
Weighted-average remaining contractual term | ||
Outstanding options at end of quarter | 2 months 12 days | |
Options exercisable at end of quarter | 2 months 12 days |
Stock-Based Compensation - Valu
Stock-Based Compensation - Valuation Assumptions for Stock Options (Details) | 9 Months Ended |
Nov. 01, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected volatility | 46.00% |
Risk-free interest rate, minimum | 0.79% |
Risk-free interest rate, maximum | 0.93% |
Minimum | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected life | 3 years 1 month 6 days |
Maximum | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected life | 3 years 6 months |
Earnings per Share - Reconcilia
Earnings per Share - Reconciliation of Number of Shares Outstanding for Basic and Diluted Earning Per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | |
Common Stock Outstanding: | ||||
Basic weighted average common shares outstanding | 49,116 | 48,773 | 49,072 | 48,724 |
Diluted weighted average common shares outstanding | 49,116 | 48,773 | 49,072 | 48,724 |
Earnings per Share - Reconcil34
Earnings per Share - Reconciliation of Number of Shares Outstanding for Basic and Diluted Earning Per Share (Parenthetical) (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | |
Earnings Per Share [Abstract] | ||||
Common stock equivalents | 700 | 558 | 560 | 534 |
Earnings per Share - Potential
Earnings per Share - Potential Common Stock Equivalents Excluded From Computation of Diluted Earning Per Share (Details) - $ / shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti dilutive shares | 700 | 558 | 560 | 534 |
Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti dilutive shares | 183 | 1,522 | 1,214 | 1,480 |
Range of exercise prices of such options, minimum | $ 5.27 | $ 4.96 | $ 4.96 | $ 4.96 |
Range of exercise prices of such options, maximum | $ 7.52 | $ 7.52 | $ 7.52 | $ 7.52 |
Restricted Stock (time-vested) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti dilutive shares | 15 |
Earnings per Share - Additional
Earnings per Share - Additional Information (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | |
Earnings Per Share [Line Items] | ||||
Shares of restricted stock outstanding | 1,663,067 | 1,663,067 | ||
Unvested performance-based restricted stock | ||||
Earnings Per Share [Line Items] | ||||
Securities excluded from computation of earnings per share, respective performance targets not yet achieved, amount | 933,486 | 948,190 | 933,486 | 948,190 |
Performance-Based Stock Options and Restricted Stock Awards | ||||
Earnings Per Share [Line Items] | ||||
Securities excluded from computation of earnings per share, respective performance targets not yet achieved, amount | 1,162,047 | 1,175,971 | 1,162,047 | 1,175,971 |
Stock Options | Minimum | ||||
Earnings Per Share [Line Items] | ||||
Share-based compensation arrangement, expiration date | Jan. 16, 2016 | |||
Stock Options | Maximum | ||||
Earnings Per Share [Line Items] | ||||
Share-based compensation arrangement, expiration date | Nov. 10, 2024 | |||
Unvested time-based restricted stock | ||||
Earnings Per Share [Line Items] | ||||
Dilutive shares | 729,581 | 948,190 | 729,581 | 948,190 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 9 Months Ended |
Oct. 31, 2015USD ($) | |
Income Taxes [Line Items] | |
Deferred tax assets, total | $ 78,200,000 |
Deferred tax liabilities | 15,600,000 |
Deferred tax assets, valuation allowance | 62,800,000 |
Alternative minimum tax credits carryforwards | 2,300,000 |
Liability for unrecognized tax benefits | 3,000,000 |
Unrecognized tax benefits, income tax penalties and interest accrued | 0 |
Federal | |
Income Taxes [Line Items] | |
Net operating loss carryforwards | 128,700,000 |
State and Local Jurisdiction | |
Income Taxes [Line Items] | |
Net operating loss carryforwards | $ 73,500,000 |
Domestic Tax Authority | |
Income Taxes [Line Items] | |
Net operating loss carryforwards, expiration year | 2,035 |
Net operating loss carryforwards, stock compensation deductions | $ 13,000,000 |
Foreign | Hong Kong | |
Income Taxes [Line Items] | |
Net operating loss carryforwards | 100,000 |
Foreign | Canada | |
Income Taxes [Line Items] | |
Net operating loss carryforwards | $ 2,300,000 |
Discontinued Operations - Addit
Discontinued Operations - Additional information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Nov. 01, 2014 | Nov. 01, 2014 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Loss from discontinued operations, net of taxes | $ (190) | $ (1,285) |
Sears | Canada | ||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Loss from discontinued operations, net of taxes | $ (800) |
Discontinued Operations - Summa
Discontinued Operations - Summary of Results from Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Nov. 01, 2014 | Nov. 01, 2014 | |
Discontinued Operations And Disposal Groups [Abstract] | ||
Sales | $ (347) | |
Gross profit | $ (58) | (882) |
Selling, general and administrative expenses | 132 | 403 |
Loss from discontinued operations, net of taxes | $ (190) | $ (1,285) |