Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
May 05, 2018 | May 15, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | May 5, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | DXLG | |
Entity Registrant Name | DESTINATION XL GROUP, INC. | |
Entity Central Index Key | 813,298 | |
Current Fiscal Year End Date | --02-02 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 49,010,087 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | May 05, 2018 | Feb. 03, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 6,994 | $ 5,362 |
Accounts receivable | 2,673 | 3,046 |
Inventories | 106,219 | 103,332 |
Prepaid expenses and other current assets | 12,226 | 9,927 |
Total current assets | 128,112 | 121,667 |
Property and equipment, net of accumulated depreciation and amortization | 106,478 | 111,032 |
Other assets: | ||
Intangible assets | 1,720 | 1,821 |
Other assets | 5,838 | 5,885 |
Total assets | 242,148 | 240,405 |
Current liabilities: | ||
Current portion of long-term debt | 963 | 1,392 |
Current portion of deferred gain on sale-leaseback | 1,465 | 1,465 |
Accounts payable | 28,699 | 33,987 |
Accrued expenses and other current liabilities | 25,247 | 25,585 |
Borrowings under credit facility | 58,877 | 47,385 |
Total current liabilities | 115,251 | 109,814 |
Long-term liabilities: | ||
Long-term debt, net of current portion | 10,446 | 10,669 |
Deferred rent and lease incentives | 34,954 | 35,718 |
Deferred gain on sale-leaseback, net of current portion | 9,892 | 10,258 |
Other long-term liabilities | 3,798 | 3,960 |
Total long-term liabilities | 59,090 | 60,605 |
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, 61,720,821 and 61,485,882 shares issued at May 5, 2018 and February 3, 2018, respectively | 617 | 615 |
Additional paid-in capital | 308,483 | 307,557 |
Treasury stock at cost, 12,755,873 shares at May 5, 2018 and February 3, 2018 | (92,658) | (92,658) |
Accumulated deficit | (142,395) | (139,285) |
Accumulated other comprehensive loss | (6,240) | (6,243) |
Total stockholders' equity | 67,807 | 69,986 |
Total liabilities and stockholders' equity | $ 242,148 | $ 240,405 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares | May 05, 2018 | Feb. 03, 2018 |
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 | 61,720,821 | 61,485,882 |
Treasury stock, shares | 12,755,873 | 12,755,873 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
May 05, 2018 | Apr. 29, 2017 | |
Income Statement [Abstract] | ||
Sales | $ 113,331 | $ 107,629 |
Cost of goods sold including occupancy costs | 62,643 | 58,941 |
Gross profit | 50,688 | 48,688 |
Expenses: | ||
Selling, general and administrative | 45,590 | 46,168 |
Depreciation and amortization | 7,324 | 7,754 |
Total expenses | 52,914 | 53,922 |
Operating loss | (2,226) | (5,234) |
Interest expense, net | (886) | (802) |
Loss before provision (benefit) for income taxes | (3,112) | (6,036) |
Provision (benefit) for income taxes | (2) | 29 |
Net loss | $ (3,110) | $ (6,065) |
Net loss per share - basic and diluted | $ (0.06) | $ (0.12) |
Weighted-average number of common shares outstanding: | ||
Basic | 48,791 | 49,735 |
Diluted | 48,791 | 49,735 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | |
May 05, 2018 | Apr. 29, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (3,110,000) | $ (6,065,000) |
Other comprehensive income before taxes: | ||
Foreign currency translation | (145,000) | 39,000 |
Pension plans | 174,000 | 215,000 |
Other comprehensive income before taxes | 29,000 | 254,000 |
Tax provision related to items of other comprehensive income | (26,000) | |
Other comprehensive income, net of tax | 3,000 | 254,000 |
Comprehensive loss | $ (3,107,000) | $ (5,811,000) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Beginning Balance at Jan. 28, 2017 | $ (6,018) | |||||
Accumulated other comprehensive income (loss): | ||||||
Net loss | $ (6,065) | |||||
Ending Balance at Apr. 29, 2017 | (5,764) | |||||
Beginning Balance at Feb. 03, 2018 | 69,986 | $ 615 | $ 307,557 | $ (92,658) | $ (139,285) | (6,243) |
Beginning Balance (in shares) at Feb. 03, 2018 | 61,486 | (12,755) | ||||
Board of Directors compensation | 140 | 140 | ||||
Board of Directors compensation (in shares) | 37 | |||||
Stock compensation expense | 407 | 407 | ||||
Restricted stock units granted for achievement of performance-based compensation, reclass from liability to equity (Note 4) | 381 | 381 | ||||
Restricted stock units exercised | $ 2 | (2) | ||||
Restricted stock units exercised (in shares) | 165 | |||||
Issuances of restricted stock, net of cancellations (in shares) | 30 | |||||
Deferred stock vested (in shares) | 3 | |||||
Accumulated other comprehensive income (loss): | ||||||
Pension plan, net of taxes | 129 | 129 | ||||
Foreign currency, net of taxes | (126) | (126) | ||||
Net loss | (3,110) | (3,110) | ||||
Ending Balance at May. 05, 2018 | $ 67,807 | $ 617 | $ 308,483 | $ (92,658) | $ (142,395) | $ (6,240) |
Ending Balance (in shares) at May. 05, 2018 | 61,721 | (12,755) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
May 05, 2018 | Apr. 29, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (3,110) | $ (6,065) |
Adjustments to reconcile net loss to net cash used for operating activities: | ||
Amortization of deferred gain on sale-leaseback | (366) | (366) |
Amortization of deferred debt issuance costs | 59 | 69 |
Depreciation and amortization | 7,324 | 7,754 |
Stock compensation expense | 407 | 288 |
Board of Directors stock compensation | 140 | 150 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 373 | 1,254 |
Inventories | (2,887) | (3,978) |
Prepaid expenses and other current assets | (2,299) | (1,947) |
Other assets | 47 | (39) |
Accounts payable | (5,288) | (1,004) |
Deferred rent and lease incentives | (764) | 1,438 |
Accrued expenses and other liabilities | 523 | (2,111) |
Net cash used for operating activities | (5,841) | (4,557) |
Cash flows from investing activities: | ||
Additions to property and equipment, net | (3,308) | (6,934) |
Net cash used for investing activities | (3,308) | (6,934) |
Cash flows from financing activities: | ||
Repurchase of common stock | (1,735) | |
Principal payments on long-term debt | (680) | (2,386) |
Net borrowings under credit facility | 11,461 | 17,968 |
Net cash provided by financing activities | 10,781 | 13,847 |
Net increase in cash and cash equivalents | 1,632 | 2,356 |
Cash and cash equivalents: | ||
Beginning of period | 5,362 | 5,572 |
End of period | $ 6,994 | $ 7,928 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
May 05, 2018 | |
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 February 3, 2018 included in the Company’s Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on March 23, 2018. 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 2018 is a 52-week period ending on February 2, 2019 and fiscal 2017 was a 53-week period ended on February 3, 2018. 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 has 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 ® ® Intangibles At May 5, 2018, the “Casual Male” trademark had a carrying value of $0.2 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 three months ended May 5, 2018, 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 May 5, 2018, the fair value approximated 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 is 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 months ended May 5, 2018 and April 29, 2017, respectively, were as follows: May 5, 2018 April 29, 2017 For the three months ended: (in thousands) Pension Plans Foreign Currency Total Pension Plans Foreign Currency Total Balance at beginning of the quarter $ (5,840 ) $ (403 ) $ (6,243 ) $ (5,237 ) $ (781 ) $ (6,018 ) Other comprehensive income (loss) before reclassifications, net of taxes 57 (126 ) (69 ) 60 39 99 Amounts reclassified from accumulated other comprehensive income, net of taxes (1) 72 — 72 155 — 155 Other comprehensive income (loss) for the period 129 (126 ) 3 215 39 254 Balance at end of quarter $ (5,711 ) $ (529 ) $ (6,240 ) $ (5,022 ) $ (742 ) $ (5,764 ) (1) Includes the amortization of the unrecognized 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 $97,000 and $155,000 for the three months ended May 5, 2018 and April 29, 2017, respectively. There was no tax effect for the three months ended April 29, 2017. Stock-based Compensation All share-based payments, including grants of employee stock options and restricted stock, are recognized as an expense in the Consolidated Statements 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. Impairment of Long-Lived Assets The Company reviews its long-lived assets for events or changes in circumstances that might indicate the carrying amount of the assets may not be recoverable. The Company assesses the recoverability of the assets by determining whether the carrying value of such assets over their respective remaining lives can be recovered through projected undiscounted future cash flows. The amount of impairment, if any, is measured based on projected discounted future cash flows using a discount rate reflecting the Company’s average cost of funds. There was no material impairment of long-lived assets in the first quarter of fiscal 2018 or fiscal 2017. Recently Adopted Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers Topic 606 on the Company’s Consolidated Financial Statements Further disclosures related to the adoption of this standard are provided below in Note 2, Revenue Recognition . In March 2016, the FASB issued ASU 2016 - 04 , “ Liabilities—Extinguishments of Liabilities: Recognition of Breakage for Certain Prepaid Stored-Value Products, ” which amends exempting gift cards and other prepaid stored-value products from the guidance on extinguishing financial liabilities. Rather, they will be subject to breakage accounting consistent with the new revenue guidance in Topic 606. However, the exemption only applies to breakage liabilities that are not subject to unclaimed property laws or that are attached to segregated bank accounts (e.g., consumer debit cards). adopted this pronouncement as of February 4, 2018. The adoption of this standard did not have a material impact on the Company’s Consolidated Financial Statements In August 2016, the FASB issued ASU 2016-15, “ Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments which reduces the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230 adopted this pronouncement as of February 4, 2018. The adoption of this standard did not have a material impact on the Company’s Consolidated Financial Statements In October 2016, the FASB issued ASU 2016-16, “ Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other Than Inventory reduces the existing diversity in practice in how income tax consequences of an intra-entity transfer of an asset other than inventory should be recognized. The amendments in ASU 2016 - 16 require an entity to recognize such income tax consequences when the intra-entity transfer occurs rather than waiting until such time as the asset has been sold to an outside party adopted this pronouncement as of February 4, 2018. The adoption of this standard did not have a material impact on the Company’s Consolidated Financial Statements In May 2017, the FASB issued ASU 2017-09 Compensation—Stock Compensation (Topic 718)” The Company adopted this pronouncement as of February 4, 2018. The adoption of this standard did not have a material impact on the Company’s Consolidated Financial Statements . Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, “ Leases (Topic 842) The Company has selected its leasing software solution and is in the process of identifying changes to its business processes, systems and controls to support adoption of the new standard in fiscal 2019. The Company is evaluating the impact that the new standard will have on the consolidated financial statements. While the Company is still in the process of quantifying the impact, it expects the adoption of the new standard to result in a material gross-up of its Consolidated Balance Sheets as a result of recognizing lease liabilities and right of use assets. In February 2018, the FASB issued ASU 2018-02, “ Income Statement – Reporting Comprehensive Income (Topic 220) Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income No other new accounting pronouncements, issued or effective during the first three months of fiscal 2018, have had or are expected to have a significant impact on the Company’s Consolidated Financial Statements. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
May 05, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | 2. Revenue Recognition On February 4, 2018, the Company adopted Revenue from Contracts with Customers 606”) Revenue Recognition The Company operates as a retailer of men’s big and tall apparel, which includes both retail stores and a direct business. Revenue is recognized by the operating segment that initiates a customer’s order. Store sales are defined as sales that originate and are fulfilled directly at the store level. Direct sales are defined as sales that originate online, including those initiated online at the store level. Sales tax collected from customers and remitted to taxing authorities is excluded from revenue and is included as part of accrued expenses on the Company’s Consolidated Balance Sheets. ̶ Revenue from the Company’s retail store operations is recorded upon purchase of merchandise by customers, net of an allowance for sales returns, which is estimated based upon historical experience. ̶ Revenue from the Company’s direct operations is recognized at the time a customer order is delivered, net of an allowance for sales returns, which is estimated based upon historical experience. Unredeemed Loyalty Coupons. The Company offers a free loyalty program to its customers for which points accumulate based on the purchase of merchandise. Over 90% of the Company’s customers participate in the loyalty program. Under ASC 606, these loyalty points provide the customer with a material right and a distinct performance obligation with revenue deferred and recognized when the points are expected to redeem or expire. The cycle of earning and redeeming loyalty points is generally under one year in duration. The loyalty accrual, net of breakage, was $0.8 million and $0.6 million at May 5, 2018 and February 3, 2018, respectively. Unredeemed Gift Cards, Gift Certificates, and Credit Vouchers. Upon issuance of a gift card, gift certificate, or credit voucher, a liability is established for its cash value. The liability is relieved and net sales are recorded upon redemption by the customer. Based on historical redemption patterns, the Company can reasonably estimate the amount of gift cards, gift certificates, and credit vouchers for which redemption is remote, which is referred to as "breakage". Breakage is recognized over two years in proportion to historical redemption trends and is recorded as sales in the Consolidated Statements of Operations. The gift card liability, net of breakage, was $1.6 million and $2.2 million at May 5, 2018 and February 3, 2018, respectively. Shipping. Shipping and handling costs are accounted for as fulfillment costs and are included in cost of sales for all periods presented. Amounts related to shipping and handling that are billed to customers are recorded in sales, and the related costs are recorded in cost of goods sold, including occupancy costs, in the Consolidated Statements of Operations. Disaggregation of Revenue As noted above under Segment Information determined that the following sales channels depict the nature, amount, timing, and uncertainty of how revenue and cash flows are affected by economic factors: For the three months ended (in thousands) May 5, 2018 April 29, 2017 Retail sales $ 89,345 78.8 % $ 85,486 79.4 % Direct sales 23,986 21.2 % 22,143 20.6 % Total sales $ 113,331 $ 107,629 |
Debt
Debt | 3 Months Ended |
May 05, 2018 | |
Debt Disclosure [Abstract] | |
Debt | 3. Debt Credit Agreement with Bank of America, N.A. On October 30, 2014, the Company executed the Second Amendment to the Sixth Amended and Restated Credit Agreement with Bank of America, N.A, effective October 29, 2014, (as amended, the “Credit Facility”). The maturity date of this Credit Facility is October 29, 2019. Subsequent to the end of the first quarter of fiscal 2018, on May 24, 2018 this Credit Facility with Bank of America, N.A. was amended pursuant to the Seventh Amended and Restated Credit Agreement (“New Credit Facility”). See Note 8, Subsequent Events The Credit Facility provided for maximum committed borrowings of $125 million. The Credit Facility included, 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 included a sublimit of $20 million for commercial and standby letters of credit and a sublimit of up to $15 million for swingline loans. The Company’s ability to borrow under the Credit Facility was determined using an availability formula based on eligible assets. At May 5, 2018, the Company had outstanding borrowings under the Credit Facility of $59.1 million, before unamortized debt issuance costs of $0.2 million. Outstanding standby letters of credit were $3.6 million and outstanding documentary letters of credit were $1.5 million. Unused excess availability at May 5, 2018 was $32.7 million. Average monthly borrowings outstanding under the Credit Facility during the first three months of fiscal 2018 were $60.8 million, resulting in an average unused excess availability of approximately $30.4 million. The Company’s ability to borrow under the Credit Facility was 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 failed 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 would have been 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 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 was also subject to an unused line fee of 0.25%. At May 5, 2018, the Company’s prime-based interest rate was 5.25%. At May 5, 2018, the Company had approximately $56.0 million of its outstanding borrowings in LIBOR-based contracts with an interest rate of 3.25%. The LIBOR-based contracts expired on May 8, 2018. When a LIBOR-based borrowing expires, the borrowings reverted back to prime-based borrowings unless the Company entered into a new LIBOR-based borrowing arrangement. The fair value of the amount outstanding under the Credit Facility at May 5, 2018 approximated the carrying value. Long-Term Debt Components of long-term debt are as follows: (in thousands) May 5, 2018 February 3, 2018 Equipment financing notes $ 71 $ 501 Term loan, due 2019 11,500 11,750 Less: unamortized debt issuance costs (162 ) (190 ) Total long-term debt 11,409 12,061 Less: current portion of long-term debt 963 1,392 Long-term debt, net of current portion $ 10,446 $ 10,669 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% to 3.50%. Principal and interest are paid monthly, in arrears. The Company repaid, in full, the remaining outstanding balance on the Notes of $71,000 subsequent to the end of the first quarter of fiscal 2018. The Notes were secured by a security interest in all of the Company’s rights, title and interest in and to certain equipment. 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. In connection with the New Credit Facility, discussed above, subsequent to the end of the first quarter of fiscal 2018, on May 24, 2018, this Term Loan Facility was repaid in full, without penalty. See Note 8, Subsequent Events, Interest on the The Term Loan Facility included usual and customary mandatory prepayment provisions for transactions of this type that were triggered by the occurrence of certain events, and through the end of the first quarter of fiscal 2018, was 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. |
Long-Term Incentive Plans
Long-Term Incentive Plans | 3 Months Ended |
May 05, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Long-Term Incentive Plans | 4. Long-Term Incentive Plans The following is a summary of the Company’s Long-Term Incentive Plan. All equity awards granted under long-term incentive plans are issued from the Company’s stockholder-approved 2016 Incentive Compensation Plan. See Note 5, Stock-Based Compensation Under the Company’s First Amended and Restated Long Term Incentive Plan (“LTIP”), each year the Compensation Committee establishes performance targets which cover a two-year performance period (each a “Performance Period”), thereby creating overlapping Performance Periods. Each participant in the plan is entitled to receive an award based on that participant’s “Target Cash Value” which is defined as the participant’s annual base salary (on the participant’s effective date) multiplied by his or her long-term incentive program percentage, which was 100% for the Company’s Chief Executive Officer, 70% for senior executives and 25% for other participants in the plan. Because of the overlapping two-year Performance Periods, the Target Cash Value for any award is based on one year of annual salary, as opposed to two years, to avoid doubling an award payout in any given fiscal year. All awards granted under both the 2016-2017 LTIP and 2017-2018 LTIP were in restricted stock units (RSUs). For each participant, 50% of the Target Cash Value is subject to time-based vesting and 50% is subject to performance-based vesting. The time-vested portion of the award vests in two installments with 50% of the time-vested portion vesting on April 1 following the fiscal year end which marks the end of the applicable Performance Period and 50% vesting on April 1 the succeeding year. The performance-based vesting is subject to the achievement of the performance target(s) for the applicable Performance Period. Awards for any achievement of performance targets would not be granted until the performance targets are achieved and would then be subject to additional vesting through August 31 following the end of the applicable Performance Period. For the 2016-2017 Performance Period, the Company achieved 54.4% of its “DXL Comparable Store Marginal Cash-Over-Cash Return” target, defined as the aggregate of each comparable DXL store’s four-wall cash flow for fiscal 2017 divided by the aggregate capital investment, net of any tenant allowance, for each comparable DXL store. The minimum threshold for the EBITDA target was not achieved. EBITDA is defined as earnings before interest, taxes, depreciation and amortization. Accordingly, subsequent to the end of fiscal 2017, in the first quarter of fiscal 2018, the Compensation Committee of the Board of Directors approved a 27.2% payout resulting in awards totaling $0.5 million, with a grant date of April 2, 2018. On that date, the Company granted 265,749 RSUs, which are subject to vesting through August 31, 2018. On April 2, 2018, in conjunction with the grant of the RSUs, the Company reclassified $0.4 million of the liability accrual from “Accrued expenses and other current liabilities” to “Additional paid-in capital.” See the Consolidated Statement of Changes in Stockholders’ Equity. For the 2017-2018 Performance Period, the Compensation Committee established two performance targets under the LTIP (the “2017-2018 LTIP”), each weighted 50%. The first target is Total Company Comparable Sales and will be measured based on a two-year stack, which is the sum of the Total Company Comparable Sales for fiscal 2017 and fiscal 2018. The second target is a Modified ROIC, which is defined as Operating Income divided by Invested Capital (Total Debt plus Stockholders’ Equity). Assuming that the Company achieves the performance target at target levels and all time-vested awards vest, the compensation expense associated with the 2017-2018 LTIP is estimated to be approximately $4.2 million. Approximately half of the compensation expense relates to the time-vested RSUs, which are being expensed over thirty-six months, based on the respective vesting dates. With respect to the performance-based component, RSUs will be granted at the end of the performance period if the performance targets are achieved. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
May 05, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 5. Stock-Based Compensation Through the end of the second quarter of fiscal 2016, the Company’s 2006 Incentive Compensation Plan (as amended and restated effective as of August 1, 2013, the “2006 Plan”) was the only stockholder-approved plan. The 2006 Plan expired on July 31, 2016, and on August 4, 2016, the Company’s stockholders approved the adoption of the 2016 Incentive Compensation Plan (the “2016 Plan”). 2016 Plan The initial share reserve under the 2016 Plan, including the rollover of 525,538 available shares under our 2006 Plan, was 5,725,538 shares of our common stock. A grant of a stock option award or stock appreciation right will reduce the outstanding reserve on a one-for-one basis, meaning one share for every share granted. A grant of a full-value award, including, but not limited to, restricted stock, restricted stock units and deferred stock, will reduce the outstanding reserve by a fixed ratio of 1.9 shares for every share granted. In accordance with the terms of the 2016 Plan, any shares outstanding under the 2006 Plan at August 4, 2016 that subsequently terminate, expire or are canceled for any reason without having been exercised or paid are added back and become available for issuance under the 2016 Plan, with options and stock appreciation rights being added back on a one-for-one basis and full-value awards being added back on a 1 to 1.9 basis. At May 5, 2018, the Company had 5,763,710 shares available under the 2016 Plan. The 2016 Plan is administered by the Compensation Committee. The Compensation Committee is authorized to make all determinations with respect to amounts and conditions covering awards. Options are not granted at a price less than fair value on the date of the grant. Except with respect to 5% of the shares available for awards under the 2016 Plan, no award will become exercisable unless such award has been outstanding for a minimum period of one year from its date of grant. The following tables summarize the share activity and stock option activity for the Company’s 2006 Plan and 2016 Plan, on a combined basis, for the first three months of fiscal 2018: Restricted shares Restricted Stock Units (1) Deferred shares (2) Fully-vested shares (3) Total number of shares Weighted-average grant-date fair value (4) Shares Outstanding non-vested shares at beginning of year 36,666 1,048,552 115,457 — 1,200,675 $ 3.43 Shares granted 30,000 305,161 21,494 26,080 382,735 $ 1.97 Shares vested/issued — (171,798 ) (2,613 ) (26,080 ) (200,491 ) $ 4.60 Shares canceled — — — — — $ - Outstanding non-vested shares at end of quarter 66,666 1,181,915 134,338 — 1,382,919 $ 2.85 (1) Restricted stock units (“RSUs”) were primarily granted in connection with the partial achievement of performance targets under the 2016-2017 LTIP, see Note 4, Long-Term Incentive Plans (2) The 21,494 shares of deferred stock, with a fair value of $51,084, represent compensation to certain directors 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 three months of fiscal 2018, the Company granted 26,080 shares of stock, with a fair value of approximately $63,896, to certain directors as compensation in lieu of cash, in accordance with their irrevocable elections. Directors are required to elect 50% of their quarterly retainer in equity. Any shares in excess of the minimum required election are issued from the Company’s Third Amendment to the Third Amended and Restated Non-Employee Director Compensation Plan (“Non-Employee Director Compensation Plan”). (4) The fair value of a restricted share, deferred share and fully-vested share is equal to the Company’s closing stock price on the day immediately preceding the date of grant. 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 1,195,910 $ 4.80 $ 21,750 Options granted 138,888 $ 2.50 Options expired and canceled (93,244 ) $ 5.08 Options exercised — — Outstanding options at end of quarter 1,241,554 $ 4.52 5.1 years $ - Options exercisable at end of quarter 1,082,666 $ 4.83 4.5 years Valuation Assumptions For the first three months of fiscal 2018, the Company granted 138,888 stock options, 56,080 shares of restricted stock, 305,161 RSUs and 21,494 shares of deferred stock. For the first three months of fiscal 2017, the Company granted no stock options, 484,558 shares of restricted stock, 734,268 RSUs and 19,143 shares of deferred stock. Unless otherwise specified by the Compensation Committee, RSUs, restricted stock and deferred stock are valued using the closing price of the Company’s common stock on the day immediately preceding the date of grant. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model. There were no stock options granted in the first quarter of fiscal 2017. The following assumptions were used for grants for the first quarter of fiscal 2018: May 5, 2018 Expected volatility 48.9 % Risk-free interest rate 2.55 % Expected life 4.5 yrs Dividend rate — Non-Employee Director Compensation Plan The Company granted 11,140 shares of common stock, with a fair value of approximately $25,401, to certain of its non-employee directors as compensation in lieu of cash in the first three months of fiscal 2018. Stock Compensation Expense The Company recognized total stock-based compensation expense of $0.4 million and $0.3 million for the first three months of fiscal 2018 and fiscal 2017, respectively. The total compensation cost related to time-vested stock options, restricted stock and RSU awards not yet recognized as of May 5, 2018 was approximately $1.8 million, net of estimated forfeitures, which will be expensed over a weighted average remaining life of 25 months. |
Earnings per Share
Earnings per Share | 3 Months Ended |
May 05, 2018 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 6. 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 May 5, 2018 April 29, 2017 (in thousands ) Common Stock Outstanding: Basic weighted average common shares outstanding 48,791 49,735 Common stock equivalents – stock options and restricted stock (1) — — Diluted weighted average common shares outstanding 48,791 49,735 (1) Common stock equivalents of 377 shares and 73 shares for the three months ended May 5, 2018 and April 29, 2017, 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 stock options, restricted stock units, restricted or deferred stock had an anti-dilutive effect. For the three months ended May 5, 2018 April 29, 2017 (in thousands, except exercise prices) Stock options 1,242 1,377 Restricted stock units 316 1,086 Restricted and deferred stock 65 477 Range of exercise prices of such options $1.85 - $3.20 - The above options, which were outstanding at May 5, 2018, expire from June 8, 2018 to March 14, 2028. Shares of unvested time-based restricted stock of 66,666 at May 5, 2018 and 482,002 shares at April 29, 2017 were excluded from the computation of basic earnings per share and will continue to be excluded until such shares vest. All 66,666 shares of restricted stock outstanding at May 5, 2018 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 | 3 Months Ended |
May 05, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes At May 5, 2018, the Company had total deferred tax assets of approximately $53.5 million, total deferred tax liabilities of $5.4 million and a corresponding valuation allowance of $48.1 million. Since the end of fiscal 2014, the Company has had a full valuation allowance against its net deferred tax assets. While the Company has projected it will return to profitability, generate taxable income and ultimately emerge from a three-year cumulative loss, based on the Company’s forecast for fiscal 2018, the Company believes that a full allowance remains appropriate at this time. As of May 5, 2018, for federal income tax purposes, the Company has net operating loss carryforwards of $141.4 million, which will expire from 2022 through 2036 and net operating loss carryforwards of $19.4 million that are not subject to expiration. For state income tax purposes, the Company has $91.1 million of net operating losses that are available to offset future taxable income. Additionally, the Company has $3.0 million of net operating loss carryforwards related to the Company’s operations in Canada. 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. Beginning with the first quarter of fiscal 2018, the Company is calculating its tax provision based on the newly enacted U.S. statutory rate of 21%. The Company’s tax provision for the first quarter of fiscal 2018 and fiscal 2017 was primarily due to current state margin tax. The first quarter of fiscal 2018 included a tax expense of $26,000 in other comprehensive income (loss), which resulted in a tax benefit on the consolidated statement of operations related to the corresponding decrease in valuation allowance. 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. |
Subsequent Events
Subsequent Events | 3 Months Ended |
May 05, 2018 | |
Related Party Transactions [Abstract] | |
Subsequent Events | 8. Subsequent Events Corporate Restructuring On May 16, 2018, the Company committed to a corporate restructuring plan (“Restructuring”) to accelerate the Company's path to profitability by aligning its expense structure with its revenues. The Company plans to eliminate approximately 56 positions, which represents 15% of its corporate work force, or 2% of its total work force, in connection with the Restructuring. Approximately 36 employees were notified of their termination on May 16, 2018 with the remaining 20 positions representing open positions that will not be filled. The Company has offered cash severance benefits to the eligible affected employees. Each affected employee’s eligibility for these severance benefits is contingent upon such employee’s execution (and no revocation) of a separation agreement, which includes a general release of claims against the Company. The Company expects to incur aggregate charges in the second quarter of fiscal 2018 of approximately $1.7 million for employee severance and one-time termination benefits, as well as other employee-related costs associated with the Restructuring. Cash expenditures associated with the Restructuring are expected to be approximately $1.3 million. New Credit Facility and Term Loan Prepayment On May 24, 2018, the Company entered into the Seventh Amended and Restated Credit Agreement with Bank of America, N.A., as agent, providing for a secured $140 million credit facility. (the “New Credit Facility”). The New Credit Facility replaces the Company’s existing Credit Facility with Bank of America. See Note 3, Debt The New Credit Facility continues to provide maximum committed borrowings of $125 million in revolver loans, with the ability, pursuant to an accordion feature, to increase the New 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 “Revolving Facility”). There were no changes to the sublimit of $20 million for commercial and standby letter of credits or the sublimit of up to $15 million for swingline loans. The Company’s ability to borrow under the New Credit Facility (the “Loan Cap”) is determined using an availability formula based on eligible assets. The New Credit Facility requires the Company to maintain a minimum consolidated fixed charge coverage ratio of 1.0:1.0 if its excess availability under the New Credit Facility fails to be equal to or greater than the greater of 10% of the Loan Cap and $7.5 million. The New Credit Facility includes a new $15.0 million “first in, last out” (FILO) term facility (the “FILO Facility”). The total borrowing capacity under the FILO Facility is based on a borrowing base, generally defined as a specified percentage of the value of eligible accounts, including certain trade names, that step down over time, plus a specified percentage of the value of eligible inventory that steps down over time. There can be no voluntary prepayments on the FILO Facility during the first year. After its one-year anniversary, the FILO Facility can be repaid, in whole or in part, subject to certain payment conditions. Borrowings made pursuant to the Revolving Facility will bear interest, calculated under either the Federal Funds rate or the LIBOR rate, at a rate equal to the following: (a) the Federal Funds rate plus a varying percentage based on the Company’s excess availability, of either 0.25% or 0.50%, 1.25% or 1.50%. Borrowing made under the FILO Facility will bear interest, 1.75% or 2.00% 2.75% or 3.00% . The maturity date of the New Credit Facility was extended from October 29, 2019 to May 24, 2023. The Company’s obligations under the New Credit Facility are secured by a lien on substantially all of its assets. The Revolving Facility will be used for working capital, capital expenditures and other general corporate purposes of the Company. The FILO Facility will be used primarily to repay, in full and without penalty, the outstanding balance of $11.5 million under the Company’s existing Term Loan Facility. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
May 05, 2018 | |
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 has 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 ® ® |
Intangibles | Intangibles At May 5, 2018, the “Casual Male” trademark had a carrying value of $0.2 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 three months ended May 5, 2018, 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 May 5, 2018, the fair value approximated 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 is 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 months ended May 5, 2018 and April 29, 2017, respectively, were as follows: May 5, 2018 April 29, 2017 For the three months ended: (in thousands) Pension Plans Foreign Currency Total Pension Plans Foreign Currency Total Balance at beginning of the quarter $ (5,840 ) $ (403 ) $ (6,243 ) $ (5,237 ) $ (781 ) $ (6,018 ) Other comprehensive income (loss) before reclassifications, net of taxes 57 (126 ) (69 ) 60 39 99 Amounts reclassified from accumulated other comprehensive income, net of taxes (1) 72 — 72 155 — 155 Other comprehensive income (loss) for the period 129 (126 ) 3 215 39 254 Balance at end of quarter $ (5,711 ) $ (529 ) $ (6,240 ) $ (5,022 ) $ (742 ) $ (5,764 ) (1) Includes the amortization of the unrecognized 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 $97,000 and $155,000 for the three months ended May 5, 2018 and April 29, 2017, respectively. There was no tax effect for the three months ended April 29, 2017. |
Stock-based Compensation | Stock-based Compensation All share-based payments, including grants of employee stock options and restricted stock, are recognized as an expense in the Consolidated Statements 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. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets for events or changes in circumstances that might indicate the carrying amount of the assets may not be recoverable. The Company assesses the recoverability of the assets by determining whether the carrying value of such assets over their respective remaining lives can be recovered through projected undiscounted future cash flows. The amount of impairment, if any, is measured based on projected discounted future cash flows using a discount rate reflecting the Company’s average cost of funds. There was no material impairment of long-lived assets in the first quarter of fiscal 2018 or fiscal 2017. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers Topic 606 on the Company’s Consolidated Financial Statements Further disclosures related to the adoption of this standard are provided below in Note 2, Revenue Recognition . In March 2016, the FASB issued ASU 2016 - 04 , “ Liabilities—Extinguishments of Liabilities: Recognition of Breakage for Certain Prepaid Stored-Value Products, ” which amends exempting gift cards and other prepaid stored-value products from the guidance on extinguishing financial liabilities. Rather, they will be subject to breakage accounting consistent with the new revenue guidance in Topic 606. However, the exemption only applies to breakage liabilities that are not subject to unclaimed property laws or that are attached to segregated bank accounts (e.g., consumer debit cards). adopted this pronouncement as of February 4, 2018. The adoption of this standard did not have a material impact on the Company’s Consolidated Financial Statements In August 2016, the FASB issued ASU 2016-15, “ Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments which reduces the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230 adopted this pronouncement as of February 4, 2018. The adoption of this standard did not have a material impact on the Company’s Consolidated Financial Statements In October 2016, the FASB issued ASU 2016-16, “ Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other Than Inventory reduces the existing diversity in practice in how income tax consequences of an intra-entity transfer of an asset other than inventory should be recognized. The amendments in ASU 2016 - 16 require an entity to recognize such income tax consequences when the intra-entity transfer occurs rather than waiting until such time as the asset has been sold to an outside party adopted this pronouncement as of February 4, 2018. The adoption of this standard did not have a material impact on the Company’s Consolidated Financial Statements In May 2017, the FASB issued ASU 2017-09 Compensation—Stock Compensation (Topic 718)” The Company adopted this pronouncement as of February 4, 2018. The adoption of this standard did not have a material impact on the Company’s Consolidated Financial Statements . |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, “ Leases (Topic 842) The Company has selected its leasing software solution and is in the process of identifying changes to its business processes, systems and controls to support adoption of the new standard in fiscal 2019. The Company is evaluating the impact that the new standard will have on the consolidated financial statements. While the Company is still in the process of quantifying the impact, it expects the adoption of the new standard to result in a material gross-up of its Consolidated Balance Sheets as a result of recognizing lease liabilities and right of use assets. In February 2018, the FASB issued ASU 2018-02, “ Income Statement – Reporting Comprehensive Income (Topic 220) Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income No other new accounting pronouncements, issued or effective during the first three months of fiscal 2018, 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) | 3 Months Ended |
May 05, 2018 | |
Accounting Policies [Abstract] | |
Other Comprehensive Income and Reclassifications from 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 months ended May 5, 2018 and April 29, 2017, respectively, were as follows: May 5, 2018 April 29, 2017 For the three months ended: (in thousands) Pension Plans Foreign Currency Total Pension Plans Foreign Currency Total Balance at beginning of the quarter $ (5,840 ) $ (403 ) $ (6,243 ) $ (5,237 ) $ (781 ) $ (6,018 ) Other comprehensive income (loss) before reclassifications, net of taxes 57 (126 ) (69 ) 60 39 99 Amounts reclassified from accumulated other comprehensive income, net of taxes (1) 72 — 72 155 — 155 Other comprehensive income (loss) for the period 129 (126 ) 3 215 39 254 Balance at end of quarter $ (5,711 ) $ (529 ) $ (6,240 ) $ (5,022 ) $ (742 ) $ (5,764 ) (1) Includes the amortization of the unrecognized 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 $97,000 and $155,000 for the three months ended May 5, 2018 and April 29, 2017, respectively. There was no tax effect for the three months ended April 29, 2017. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
May 05, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Schedule of Disaggregation of Revenue | As noted above under Segment Information determined that the following sales channels depict the nature, amount, timing, and uncertainty of how revenue and cash flows are affected by economic factors: For the three months ended (in thousands) May 5, 2018 April 29, 2017 Retail sales $ 89,345 78.8 % $ 85,486 79.4 % Direct sales 23,986 21.2 % 22,143 20.6 % Total sales $ 113,331 $ 107,629 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
May 05, 2018 | |
Debt Disclosure [Abstract] | |
Components of Long-Term Debt | Components of long-term debt are as follows: (in thousands) May 5, 2018 February 3, 2018 Equipment financing notes $ 71 $ 501 Term loan, due 2019 11,500 11,750 Less: unamortized debt issuance costs (162 ) (190 ) Total long-term debt 11,409 12,061 Less: current portion of long-term debt 963 1,392 Long-term debt, net of current portion $ 10,446 $ 10,669 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
May 05, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
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. There were no stock options granted in the first quarter of fiscal 2017. The following assumptions were used for grants for the first quarter of fiscal 2018: May 5, 2018 Expected volatility 48.9 % Risk-free interest rate 2.55 % Expected life 4.5 yrs Dividend rate — |
Employee Stock Plan, 2006 Plan and 2016 Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Restricted Stock Activity | The following tables summarize the share activity and stock option activity for the Company’s 2006 Plan and 2016 Plan, on a combined basis, for the first three months of fiscal 2018: Restricted shares Restricted Stock Units (1) Deferred shares (2) Fully-vested shares (3) Total number of shares Weighted-average grant-date fair value (4) Shares Outstanding non-vested shares at beginning of year 36,666 1,048,552 115,457 — 1,200,675 $ 3.43 Shares granted 30,000 305,161 21,494 26,080 382,735 $ 1.97 Shares vested/issued — (171,798 ) (2,613 ) (26,080 ) (200,491 ) $ 4.60 Shares canceled — — — — — $ - Outstanding non-vested shares at end of quarter 66,666 1,181,915 134,338 — 1,382,919 $ 2.85 (1) Restricted stock units (“RSUs”) were primarily granted in connection with the partial achievement of performance targets under the 2016-2017 LTIP, see Note 4, Long-Term Incentive Plans (2) The 21,494 shares of deferred stock, with a fair value of $51,084, represent compensation to certain directors 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 three months of fiscal 2018, the Company granted 26,080 shares of stock, with a fair value of approximately $63,896, to certain directors as compensation in lieu of cash, in accordance with their irrevocable elections. Directors are required to elect 50% of their quarterly retainer in equity. Any shares in excess of the minimum required election are issued from the Company’s Third Amendment to the Third Amended and Restated Non-Employee Director Compensation Plan (“Non-Employee Director Compensation Plan”). (4) The fair value of a restricted share, deferred share and fully-vested share is equal to the Company’s closing stock price on the day immediately preceding the date of grant. |
Stock Option Activity | 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 1,195,910 $ 4.80 $ 21,750 Options granted 138,888 $ 2.50 Options expired and canceled (93,244 ) $ 5.08 Options exercised — — Outstanding options at end of quarter 1,241,554 $ 4.52 5.1 years $ - Options exercisable at end of quarter 1,082,666 $ 4.83 4.5 years |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
May 05, 2018 | |
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 May 5, 2018 April 29, 2017 (in thousands ) Common Stock Outstanding: Basic weighted average common shares outstanding 48,791 49,735 Common stock equivalents – stock options and restricted stock (1) — — Diluted weighted average common shares outstanding 48,791 49,735 (1) Common stock equivalents of 377 shares and 73 shares for the three months ended May 5, 2018 and April 29, 2017, 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 stock options, restricted stock units, restricted or deferred stock had an anti-dilutive effect. For the three months ended May 5, 2018 April 29, 2017 (in thousands, except exercise prices) Stock options 1,242 1,377 Restricted stock units 316 1,086 Restricted and deferred stock 65 477 Range of exercise prices of such options $1.85 - $3.20 - |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) | 3 Months Ended | |
May 05, 2018USD ($)Segment | Apr. 29, 2017USD ($) | |
Accounting Policies [Line Items] | ||
Number of reportable segments | Segment | 1 | |
Number of operating segments | Segment | 2 | |
Impairment charge | $ 0 | $ 0 |
Rochester Trademark | ||
Accounting Policies [Line Items] | ||
Indefinite-lived intangible asset, carrying value | 1,500,000 | |
Casual Male Trademark | ||
Accounting Policies [Line Items] | ||
Definite-lived intangible assets, carrying value | $ 200,000 | |
Intangible assets, amortization period | 2,018 |
Basis of Presentation - Other C
Basis of Presentation - Other Comprehensive Income and Reclassifications from AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
May 05, 2018 | Apr. 29, 2017 | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | $ 69,986 | ||
Other comprehensive income, net of tax | 3 | $ 254 | |
Ending Balance | 67,807 | ||
Pension Plans | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | (5,840) | (5,237) | |
Other comprehensive income (loss) before reclassifications, net of taxes | 57 | 60 | |
Amounts reclassified from accumulated other comprehensive income, net of taxes | [1] | 72 | 155 |
Other comprehensive income, net of tax | 129 | 215 | |
Ending Balance | (5,711) | (5,022) | |
Foreign Currency | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | (403) | (781) | |
Other comprehensive income (loss) before reclassifications, net of taxes | (126) | 39 | |
Other comprehensive income, net of tax | (126) | 39 | |
Ending Balance | (529) | (742) | |
Accumulated Other Comprehensive Income (Loss) | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | (6,243) | (6,018) | |
Other comprehensive income (loss) before reclassifications, net of taxes | (69) | 99 | |
Amounts reclassified from accumulated other comprehensive income, net of taxes | [1] | 72 | 155 |
Other comprehensive income, net of tax | 3 | 254 | |
Ending Balance | $ (6,240) | $ (5,764) | |
[1] | Includes the amortization of the unrecognized 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 $97,000 and $155,000 for the three months ended May 5, 2018 and April 29, 2017, respectively. There was no tax effect for the three months ended April 29, 2017. |
Basis of Presentation - Other24
Basis of Presentation - Other Comprehensive Income and Reclassifications from AOCI (Parenthetical) (Details) - USD ($) | 3 Months Ended | |
May 05, 2018 | Apr. 29, 2017 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Selling, general and administrative | $ 45,590,000 | $ 46,168,000 |
Tax effect | (2,000) | 29,000 |
Reclassification out of Accumulated Other Comprehensive Income | Pension Plans | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Selling, general and administrative | $ 97,000 | 155,000 |
Tax effect | $ 0 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) $ in Millions | 3 Months Ended | |
May 05, 2018USD ($)Segment | Feb. 03, 2018USD ($) | |
Revenue From Contract With Customer [Abstract] | ||
Percentage of customers participate in loyalty program | 90.00% | |
Cycle of earning and redeeming loyalty points period | 1 year | |
Loyalty accrual, net of breakage | $ 0.8 | $ 0.6 |
Gift card liability, net of breakage | $ 1.6 | $ 2.2 |
Number of reportable segments | Segment | 1 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
May 05, 2018 | Apr. 29, 2017 | |
Disaggregation Of Revenue [Line Items] | ||
Total sales | $ 113,331 | $ 107,629 |
Retail Sales | ||
Disaggregation Of Revenue [Line Items] | ||
Total sales | $ 89,345 | $ 85,486 |
Retail Sales | Sales Revenue Net | Product Concentration Risk | ||
Disaggregation Of Revenue [Line Items] | ||
Total sales, percentage | 78.80% | 79.40% |
Direct Sales | ||
Disaggregation Of Revenue [Line Items] | ||
Total sales | $ 23,986 | $ 22,143 |
Direct Sales | Sales Revenue Net | Product Concentration Risk | ||
Disaggregation Of Revenue [Line Items] | ||
Total sales, percentage | 21.20% | 20.60% |
Debt - Additional Information (
Debt - Additional Information (Details) | Oct. 30, 2014USD ($) | May 05, 2018USD ($)Note | Apr. 29, 2017USD ($) | Feb. 03, 2018USD ($) |
Debt Instrument [Line Items] | ||||
Unamortized debt issuance costs | $ 162,000 | $ 190,000 | ||
Repayment of remaining outstanding balance of notes | 680,000 | $ 2,386,000 | ||
Equipment financing notes | ||||
Debt Instrument [Line Items] | ||||
Repayment of remaining outstanding balance of notes | 71,000,000 | |||
Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, expiration date | Oct. 29, 2019 | |||
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, amount outstanding | 59,100,000 | |||
Unamortized debt issuance costs | 200,000 | |||
Line of credit facility, remaining borrowing capacity | 32,700,000 | |||
Line of credit facility, average monthly outstanding amount | 60,800,000 | |||
Line of credit facility, average unused excess availability | $ 30,400,000 | |||
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 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 | 5.25% | |||
Credit Facility | LIBOR-based Borrowings | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, expiration date | May 8, 2018 | |||
Line of credit facility, amount outstanding | $ 56,000,000 | |||
Line of credit facility interest rate | 3.25% | |||
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, basis spread on variable rate | 1.50% | |||
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, basis spread on variable rate | 1.75% | |||
Credit Facility | Commercial and Standby Letters of Credit | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | 20,000,000 | |||
Credit Facility | Swingline Loans | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 15,000,000 | |||
Credit Facility | Standby Letters of Credit | ||||
Debt Instrument [Line Items] | ||||
Letters of credit outstanding, amount | $ 3,600,000 | |||
Credit Facility | Documentary Letters of Credit | ||||
Debt Instrument [Line Items] | ||||
Letters of credit outstanding, amount | $ 1,500,000 | |||
Master Agreement | ||||
Debt Instrument [Line Items] | ||||
Number of notes entered, equipment financing | Note | 12 | |||
Notes maturity term | 48 months | |||
Master Agreement | Banc of America Leasing & Capital, LLC | ||||
Debt Instrument [Line Items] | ||||
Aggregate amount of notes borrowed | $ 26,400,000 | |||
Master Agreement | Minimum | ||||
Debt Instrument [Line Items] | ||||
Notes fixed interest rate | 3.07% | |||
Master Agreement | Maximum | ||||
Debt Instrument [Line Items] | ||||
Notes fixed interest rate | 3.50% | |||
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 | 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 | Interest on the Term Loan Facility was 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 were payable on the first business day of each calendar month, and increased 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 - Components of Long-Term
Debt - Components of Long-Term Debt (Details) - USD ($) $ in Thousands | May 05, 2018 | Feb. 03, 2018 |
Debt Instrument [Line Items] | ||
Less: unamortized debt issuance costs | $ (162) | $ (190) |
Total long-term debt | 11,409 | 12,061 |
Less: current portion of long-term debt | 963 | 1,392 |
Long-term debt, net of current portion | 10,446 | 10,669 |
Equipment financing notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | 71 | 501 |
Term loan, due 2019 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 11,500 | $ 11,750 |
Long-Term Incentive Plans - Add
Long-Term Incentive Plans - Additional Information (Details) - USD ($) | Apr. 02, 2018 | Feb. 01, 2017 | May 05, 2018 | Apr. 29, 2017 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Amount of liability reclassified from accrued expenses and other current liabilities to additional paid-in capital in conjunction with the grant of restricted stock awards | $ 381,000 | |||
Stock compensation expense | $ 407,000 | $ 288,000 | ||
Restricted Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares granted during the period | 56,080 | 484,558 | ||
First Amended and Restated Long Term Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Incentive plan terms | each year the Compensation Committee establishes performance targets which cover a two-year performance period (each a “Performance Period”), thereby creating overlapping Performance Periods. Each participant in the plan is entitled to receive an award based on that participant’s “Target Cash Value” which is defined as the participant’s annual base salary (on the participant’s effective date) multiplied by his or her long-term incentive program percentage, which was 100% for the Company’s Chief Executive Officer, 70% for senior executives and 25% for other participants in the plan. Because of the overlapping two-year Performance Periods, the Target Cash Value for any award is based on one year of annual salary, as opposed to two years, to avoid doubling an award payout in any given fiscal year. | |||
Incentive plan performance targets covering period | 2 years | |||
Vesting plan | 50.00% | |||
First Amended and Restated Long Term Incentive Plan | Time Based Vesting Schedule | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Percentage of benefit obligation | 50.00% | |||
First Amended and Restated Long Term Incentive Plan | Performance Based Vesting Schedule | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Percentage of benefit obligation | 50.00% | |||
First Amended and Restated Long Term Incentive Plan | Chief Executive Officer | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Percentage of salary | 100.00% | |||
First Amended and Restated Long Term Incentive Plan | Senior Executive | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Percentage of salary | 70.00% | |||
First Amended and Restated Long Term Incentive Plan | Other Participants | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Percentage of salary | 25.00% | |||
2016-2017 Long Term Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Performance-based award payouts percentage | 54.40% | |||
Performance-based compensation percentage | 27.20% | |||
Shares granted | $ 500,000 | |||
Amount of liability reclassified from accrued expenses and other current liabilities to additional paid-in capital in conjunction with the grant of restricted stock awards | $ 400,000 | |||
2016-2017 Long Term Incentive Plan | Restricted Stock | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Shares granted during the period | 265,749 | |||
Awards vested date | Aug. 31, 2018 | |||
2017-2018 Long Term Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share based compensation weighted based on sales used in calculation of performance targets | 50.00% | |||
Stock compensation expense | $ 4,200,000 | |||
2017-2018 Long Term Incentive Plan | Performance Based Vesting Schedule | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Accrued compensation expense | $ 0 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | Aug. 04, 2016 | May 05, 2018 | Apr. 29, 2017 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock options granted | 138,888 | 0 | |
Stock compensation expense | $ 407,000 | $ 288,000 | |
Non Employee Directors | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares of common stock issued | 11,140 | ||
Fair value of common stock issued | $ 25,401 | ||
Restricted Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares granted | 56,080 | 484,558 | |
RSUs | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares granted | 305,161 | 734,268 | |
Deferred stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares granted | 21,494 | 19,143 | |
Time Vested Stock Options Restricted Stock and RSU Awards | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unrecognized stock compensation cost | $ 1,800,000 | ||
Unrecognized stock compensation cost weighted average recognition period | 25 months | ||
2016 Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Incentive plan expiration date | Jul. 31, 2016 | ||
Common stock reserve, shares | 5,725,538 | ||
Reduction in outstanding reserve for share granted | 1.00% | ||
Reduction in outstanding reserve for share granted, full-value award | 1.90% | ||
Share-based compensation arrangement by share-based payment award, description | In accordance with the terms of the 2016 Plan, any shares outstanding under the 2006 Plan at August 4, 2016 that subsequently terminate, expire or are canceled for any reason without having been exercised or paid are added back and become available for issuance under the 2016 Plan, with options and stock appreciation rights being added back on a one-for-one basis and full-value awards being added back on a 1 to 1.9 basis. At May 5, 2018, the Company had 5,763,710 shares available under the 2016 Plan. | ||
Shares available for grant | 5,763,710 | ||
Performance based compensation description | Plan are added back and become available for issuance under the 2016 Plan, with options and stock appreciation rights being added back on a one-for-one basis and full-value awards being added back on a 1 to1.9 basis. | ||
Number of additional shares authorized | 525,538 | ||
Percent of shares available for awards | 5.00% | ||
Share-based compensation description | Except with respect to 5% of the shares available for awards under the 2016 Plan, no award will become exercisable unless such award has been outstanding for a minimum period of one year from its date of grant. |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Activity for Non-Vested Shares under Two Thousand Six And Two Thousand Sixteen Plan (Details) - $ / shares | 3 Months Ended | ||
May 05, 2018 | Apr. 29, 2017 | ||
Restricted Stock | |||
Total number of shares | |||
Shares granted | 56,080 | 484,558 | |
Restricted Stock Units | |||
Total number of shares | |||
Shares granted | 305,161 | 734,268 | |
Deferred stock | |||
Total number of shares | |||
Shares granted | 21,494 | 19,143 | |
Employee Stock Plan, 2006 Plan and 2016 Plan | |||
Total number of shares | |||
Outstanding non-vested shares at beginning of year | 1,200,675 | ||
Shares granted | 382,735 | ||
Shares vested/issued | (200,491) | ||
Outstanding non-vested shares at end of quarter | 1,382,919 | ||
Weighted-average Grant-Date Fair value | |||
Outstanding non-vested shares at beginning of year | [1] | $ 3.43 | |
Shares granted | [1] | 1.97 | |
Shares vested/issued | [1] | 4.60 | |
Outstanding non-vested shares at end of quarter | [1] | $ 2.85 | |
Employee Stock Plan, 2006 Plan and 2016 Plan | Certain Directors | |||
Total number of shares | |||
Shares granted | 26,080 | ||
Employee Stock Plan, 2006 Plan and 2016 Plan | Restricted Stock | |||
Total number of shares | |||
Outstanding non-vested shares at beginning of year | 36,666 | ||
Shares granted | 30,000 | ||
Outstanding non-vested shares at end of quarter | 66,666 | ||
Employee Stock Plan, 2006 Plan and 2016 Plan | Restricted Stock Units | |||
Total number of shares | |||
Outstanding non-vested shares at beginning of year | [2] | 1,048,552 | |
Shares granted | [2] | 305,161 | |
Shares vested/issued | [2] | (171,798) | |
Outstanding non-vested shares at end of quarter | [2] | 1,181,915 | |
Employee Stock Plan, 2006 Plan and 2016 Plan | Deferred stock | |||
Total number of shares | |||
Outstanding non-vested shares at beginning of year | [3] | 115,457 | |
Shares granted | 21,494 | ||
Shares vested/issued | [3] | (2,613) | |
Outstanding non-vested shares at end of quarter | [3] | 134,338 | |
Employee Stock Plan, 2006 Plan and 2016 Plan | Deferred stock | Certain Directors | |||
Total number of shares | |||
Shares granted | [3] | 21,494 | |
Employee Stock Plan, 2006 Plan and 2016 Plan | Fully-vested shares | |||
Total number of shares | |||
Shares vested/issued | [4] | (26,080) | |
Employee Stock Plan, 2006 Plan and 2016 Plan | Fully-vested shares | Certain Directors | |||
Total number of shares | |||
Shares granted | [4] | 26,080 | |
[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 day immediately preceding the date of grant. | ||
[2] | Restricted stock units (“RSUs”) were primarily granted in connection with the partial achievement of performance targets under the 2016-2017 LTIP, see Note 4, Long-Term Incentive Plans. As a result of net share settlement, of the 171,798 time-based RSUs which vested during the first quarter of fiscal 2018, only 165,108 shares of common stock were issued. | ||
[3] | The 21,494 shares of deferred stock, with a fair value of $51,084, represent compensation to certain directors 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. | ||
[4] | During the first three months of fiscal 2018, the Company granted 26,080 shares of stock, with a fair value of approximately $63,896, to certain directors as compensation in lieu of cash, in accordance with their irrevocable elections. Directors are required to elect 50% of their quarterly retainer in equity. Any shares in excess of the minimum required election are issued from the Company’s Third Amendment to the Third Amended and Restated Non-Employee Director Compensation Plan (“Non-Employee Director Compensation Plan”). |
Stock-Based Compensation - Su32
Stock-Based Compensation - Summary of Activity for Non-Vested Shares under Two Thousand Six And Two Thousand Sixteen Plan (Parenthetical) (Details) - USD ($) | 3 Months Ended | ||
May 05, 2018 | Apr. 29, 2017 | ||
Deferred stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares granted | 21,494 | 19,143 | |
2016-2017 Long Term Incentive Plan | Time-Based RSUs | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares vested | 171,798 | ||
Number of shares of common stock issued | 165,108 | ||
Employee Stock Plan, 2006 Plan and 2016 Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares vested | 200,491 | ||
Shares granted | 382,735 | ||
Shares granted during the period, fair value | $ 51,084 | ||
Share-based compensation arrangement by share-based payment award, vesting period | 3 years | ||
Percentage of quarterly retainer | 50.00% | ||
Employee Stock Plan, 2006 Plan and 2016 Plan | Certain Directors | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares granted | 26,080 | ||
Shares granted during the period, fair value | $ 63,896 | ||
Employee Stock Plan, 2006 Plan and 2016 Plan | Deferred stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares vested | [1] | 2,613 | |
Shares granted | 21,494 | ||
Employee Stock Plan, 2006 Plan and 2016 Plan | Deferred stock | Certain Directors | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares granted | [1] | 21,494 | |
[1] | The 21,494 shares of deferred stock, with a fair value of $51,084, represent compensation to certain directors in lieu of cash, in accordance with their irrevocable elections. The shares of deferred stock will vest three years from the date of grant or at separation of service, based on the irrevocable election of each director. |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - USD ($) | 3 Months Ended | |
May 05, 2018 | Apr. 29, 2017 | |
Number of Shares | ||
Options granted | 138,888 | 0 |
Employee Stock Plan, 2006 Plan and 2016 Plan | ||
Number of Shares | ||
Outstanding options at beginning of year | 1,195,910 | |
Options granted | 138,888 | |
Options expired and canceled | (93,244) | |
Outstanding options at end of quarter | 1,241,554 | |
Options exercisable at end of quarter | 1,082,666 | |
Weighted-average exercise price per option | ||
Outstanding options at beginning of year | $ 4.80 | |
Options granted | 2.50 | |
Options expired and canceled | 5.08 | |
Outstanding options at end of quarter | 4.52 | |
Options exercisable at end of quarter | $ 4.83 | |
Weighted-average remaining contractual term | ||
Outstanding options at end of quarter | 5 years 1 month 6 days | |
Options exercisable at end of quarter | 4 years 6 months | |
Aggregate Intrinsic Value | ||
Outstanding options at beginning of year | $ 21,750 |
Stock-Based Compensation - Valu
Stock-Based Compensation - Valuation Assumptions for Stock Options (Details) | 3 Months Ended |
May 05, 2018 | |
Employee Service Share Based Compensation Aggregate Disclosures [Abstract] | |
Expected volatility | 48.90% |
Risk-free interest rate | 2.55% |
Expected life | 4 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 | |
May 05, 2018 | Apr. 29, 2017 | |
Common Stock Outstanding: | ||
Basic weighted average common shares outstanding | 48,791 | 49,735 |
Diluted weighted average common shares outstanding | 48,791 | 49,735 |
Earnings per Share - Reconcil36
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 | |
May 05, 2018 | Apr. 29, 2017 | |
Earnings Per Share [Abstract] | ||
Common stock equivalents | 377 | 73 |
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 | |
May 05, 2018 | Apr. 29, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti dilutive shares | 377 | 73 |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti dilutive shares | 1,242 | 1,377 |
Range of exercise prices of such options, minimum | $ 1.85 | $ 4.49 |
Range of exercise prices of such options, maximum | $ 7.02 | $ 7.52 |
Restricted Stock Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti dilutive shares | 316 | 1,086 |
Restricted and Deferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti dilutive shares | 65 | 477 |
Earnings per Share - Additional
Earnings per Share - Additional Information (Details) - shares | 3 Months Ended | |
May 05, 2018 | Apr. 29, 2017 | |
Earnings Per Share [Line Items] | ||
Shares of restricted stock outstanding | 66,666 | |
Stock Options | Minimum | ||
Earnings Per Share [Line Items] | ||
Share-based compensation arrangement, expiration date | Jun. 8, 2018 | |
Stock Options | Maximum | ||
Earnings Per Share [Line Items] | ||
Share-based compensation arrangement, expiration date | Mar. 14, 2028 | |
Unvested time-based restricted stock | ||
Earnings Per Share [Line Items] | ||
Dilutive shares | 66,666 | 482,002 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended |
May 05, 2018USD ($) | |
Income Taxes [Line Items] | |
Deferred tax assets | $ 53,500,000 |
Deferred tax liabilities | 5,400,000 |
Deferred tax assets, valuation allowance | $ 48,100,000 |
Federal net operating loss carry forwards expiration period minimum | 2,022 |
Federal net operating loss carry forwards expiration period maximum | 2,036 |
Net operating loss carryforwards not subject to expiration | $ 19,400,000 |
U.S. federal corporate tax rate | 21.00% |
Tax expenses of other comprehensive income | $ 26,000 |
Unrecognized tax benefit | 2,000,000 |
Federal | |
Income Taxes [Line Items] | |
Net operating loss carryforwards | 141,400,000 |
State and Local Jurisdiction | |
Income Taxes [Line Items] | |
Net operating loss carryforwards | 91,100,000 |
Canada | |
Income Taxes [Line Items] | |
Net operating loss carryforwards | $ 3,000,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | May 24, 2018USD ($) | May 16, 2018Employee | Oct. 30, 2014USD ($) | Aug. 04, 2018USD ($) | May 05, 2018USD ($) |
Credit Facility | |||||
Subsequent Event [Line Items] | |||||
Line of credit facility, amount outstanding | $ 59,100,000 | ||||
Line of credit facility, maximum borrowing capacity | $ 125,000,000 | ||||
Line of credit facility, potential maximum borrowing capacity | $ 50,000,000 | ||||
Debt instrument interest rate | 10.00% | ||||
Line of credit facility | $ 7,500,000 | ||||
Line of credit facility, expiration date | Oct. 29, 2019 | ||||
Credit Facility | Federal Funds Rate | |||||
Subsequent Event [Line Items] | |||||
Line of credit facility, basis spread on variable rate | 0.50% | ||||
Credit Facility | LIBOR-based Borrowings | |||||
Subsequent Event [Line Items] | |||||
Line of credit facility, amount outstanding | $ 56,000,000 | ||||
Line of credit facility, expiration date | May 8, 2018 | ||||
Credit Facility | Minimum | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument Consolidated Fixed Coverage Ratio | 100.00% | ||||
Credit Facility | Minimum | LIBOR-based Borrowings | |||||
Subsequent Event [Line Items] | |||||
Line of credit facility, basis spread on variable rate | 1.50% | ||||
Credit Facility | Maximum | LIBOR-based Borrowings | |||||
Subsequent Event [Line Items] | |||||
Line of credit facility, basis spread on variable rate | 1.75% | ||||
Credit Facility | Commercial and Standby Letters of Credit | |||||
Subsequent Event [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 20,000,000 | ||||
Credit Facility | Swingline Loans | |||||
Subsequent Event [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 15,000,000 | ||||
Scenario, Forecast | |||||
Subsequent Event [Line Items] | |||||
Employee severance | $ 1,700,000 | ||||
Expected restructuring cost | $ 1,300,000 | ||||
Subsequent Events | |||||
Subsequent Event [Line Items] | |||||
Corporate restructuring plan expected initiation, date | May 16, 2018 | ||||
Number of positions expected to eliminate | 56 | ||||
Percentage of positions expected to eliminate from work force | 15.00% | ||||
Percentage of total work force eliminated as a part of corporate restructuring plan | 2.00% | ||||
Number of employees notified of their termination | Employee | 36 | ||||
Number of positions representing open that will not be filled | 20 | ||||
Debt instrument, maturity date | Oct. 29, 2019 | ||||
Subsequent Events | Credit Facility | |||||
Subsequent Event [Line Items] | |||||
Line of credit facility, amount outstanding | $ 140,000,000 | ||||
Line of credit facility, maximum borrowing capacity | 125,000,000 | ||||
Line of credit facility, potential maximum borrowing capacity | $ 50,000,000 | ||||
Debt instrument interest rate | 10.00% | ||||
Line of credit facility | $ 7,500,000 | ||||
Line of credit facility, expiration date | May 24, 2023 | ||||
Subsequent Events | Credit Facility | Minimum | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument Consolidated Fixed Coverage Ratio | 100.00% | ||||
Subsequent Events | Credit Facility | Minimum | Federal Funds Rate | |||||
Subsequent Event [Line Items] | |||||
Line of credit facility, basis spread on variable rate | 0.25% | ||||
Subsequent Events | Credit Facility | Minimum | LIBOR-based Borrowings | |||||
Subsequent Event [Line Items] | |||||
Line of credit facility, basis spread on variable rate | 1.25% | ||||
Subsequent Events | Credit Facility | Maximum | Federal Funds Rate | |||||
Subsequent Event [Line Items] | |||||
Line of credit facility, basis spread on variable rate | 0.50% | ||||
Subsequent Events | Credit Facility | Maximum | LIBOR-based Borrowings | |||||
Subsequent Event [Line Items] | |||||
Line of credit facility, basis spread on variable rate | 1.50% | ||||
Subsequent Events | Credit Facility | Commercial and Standby Letters of Credit | |||||
Subsequent Event [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 20,000,000 | ||||
Subsequent Events | Credit Facility | Swingline Loans | |||||
Subsequent Event [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | 15,000,000 | ||||
Subsequent Events | FIFO Facility | |||||
Subsequent Event [Line Items] | |||||
Line of credit facility, amount outstanding | 11,500,000 | ||||
Line of credit facility, maximum borrowing capacity | 15,000,000 | ||||
Voluntary prepayments | $ 0 | ||||
Subsequent Events | FIFO Facility | Minimum | Federal Funds Rate | |||||
Subsequent Event [Line Items] | |||||
Line of credit facility, basis spread on variable rate | 1.75% | ||||
Subsequent Events | FIFO Facility | Minimum | LIBOR-based Borrowings | |||||
Subsequent Event [Line Items] | |||||
Line of credit facility, basis spread on variable rate | 2.75% | ||||
Subsequent Events | FIFO Facility | Maximum | Federal Funds Rate | |||||
Subsequent Event [Line Items] | |||||
Line of credit facility, basis spread on variable rate | 2.00% | ||||
Subsequent Events | FIFO Facility | Maximum | LIBOR-based Borrowings | |||||
Subsequent Event [Line Items] | |||||
Line of credit facility, basis spread on variable rate | 3.00% |