Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Apr. 30, 2016 | May. 27, 2016 | |
Entity Registrant Name | BON TON STORES INC | |
Entity Central Index Key | 878,079 | |
Document Type | 10-Q | |
Document Period End Date | Apr. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --01-28 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Class A Common Stock | ||
Entity Common Stock, Shares Outstanding | 2,951,490 | |
Common Stock | ||
Entity Common Stock, Shares Outstanding | 18,613,025 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Apr. 30, 2016 | Jan. 30, 2016 | May. 02, 2015 |
Current assets: | |||
Cash and cash equivalents | $ 7,807 | $ 6,879 | $ 8,711 |
Merchandise inventories | 712,113 | 711,699 | 738,231 |
Prepaid expenses and other current assets | 72,246 | 97,254 | 77,834 |
Total current assets | 792,166 | 815,832 | 824,776 |
Property, fixtures and equipment at cost, net of accumulated depreciation and amortization of $974,272, $931,661 and $951,786 at April 30, 2016, May 2, 2015 and January 30, 2016, respectively | 623,086 | 635,334 | 642,268 |
Intangible assets, net of accumulated amortization of $63,647, $64,625 and $62,204 at April 30, 2016, May 2, 2015 and January 30, 2016, respectively | 80,619 | 82,062 | 88,538 |
Other long-term assets | 16,713 | 17,398 | 14,609 |
Total assets | 1,512,584 | 1,550,626 | 1,570,191 |
Current liabilities: | |||
Accounts payable | 159,818 | 162,831 | 197,789 |
Accrued payroll and benefits | 22,309 | 28,527 | 21,116 |
Accrued expenses | 146,585 | 147,378 | 152,598 |
Current maturities of long-term debt | 209,358 | ||
Current maturities of obligations under capital leases | 5,529 | 5,394 | 4,061 |
Total current liabilities | 334,241 | 344,130 | 584,922 |
Long-term debt, less current maturities | 864,856 | 855,977 | 690,648 |
Obligations under capital leases, less current maturities | 125,269 | 126,692 | 43,629 |
Other long-term liabilities | 189,477 | 188,911 | 196,549 |
Total liabilities | $ 1,513,843 | $ 1,515,710 | $ 1,515,748 |
Contingencies (Note 9) | |||
Shareholders' (deficit) equity | |||
Preferred Stock - authorized 5,000,000 shares at $0.01 par value; no shares issued | |||
Treasury stock, at cost - 337,800 shares at April 30, 2016, May 2, 2015 and January 30, 2016 | $ (1,387) | $ (1,387) | $ (1,387) |
Additional paid-in capital | 165,199 | 164,428 | 162,253 |
Accumulated other comprehensive loss | (75,255) | (76,122) | (79,423) |
Accumulated deficit | (90,036) | (52,218) | (27,213) |
Total shareholders'(deficit) equity | (1,259) | 34,916 | 54,443 |
Total liabilities and shareholders'(deficit) equity | 1,512,584 | 1,550,626 | 1,570,191 |
Common Stock | |||
Shareholders' (deficit) equity | |||
Common Stock | 190 | 185 | 183 |
Total shareholders'(deficit) equity | 190 | 185 | 183 |
Class A Common Stock | |||
Shareholders' (deficit) equity | |||
Common Stock | 30 | 30 | 30 |
Total shareholders'(deficit) equity | $ 30 | $ 30 | $ 30 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Apr. 30, 2016 | Jan. 30, 2016 | May. 02, 2015 |
Property, fixtures and equipment at cost, accumulated depreciation and amortization (in dollars) | $ 974,272 | $ 951,786 | $ 931,661 |
Intangible assets, accumulated amortization (in dollars) | $ 63,647 | $ 62,204 | $ 64,625 |
Preferred Stock, authorized shares | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred Stock, shares issued | 0 | 0 | 0 |
Treasury stock, shares | 337,800 | 337,800 | 337,800 |
Common Stock | |||
Common Stock, authorized shares | 40,000,000 | 40,000,000 | 40,000,000 |
Common Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Common Stock, issued shares | 18,954,675 | 18,532,577 | 18,331,899 |
Class A Common Stock | |||
Common Stock, authorized shares | 20,000,000 | 20,000,000 | 20,000,000 |
Common Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Common Stock, issued shares | 2,951,490 | 2,951,490 | 2,951,490 |
Common Stock, outstanding shares | 2,951,490 | 2,951,490 | 2,951,490 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2016 | May. 02, 2015 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Net sales | $ 591,007 | $ 610,938 |
Other income | 17,416 | 16,304 |
Total | 608,423 | 627,242 |
Costs and expenses: | ||
Costs of merchandise sold | 390,913 | 404,465 |
Selling, general and administrative | 216,185 | 218,686 |
Depreciation and amortization | 23,194 | 22,033 |
Amortization of lease-related interests | 1,007 | 1,101 |
Loss from operations | (22,876) | (19,043) |
Interest expense, net | 15,086 | 15,190 |
Loss before income taxes | (37,962) | (34,233) |
Income tax benefit | (144) | (159) |
Net loss | $ (37,818) | $ (34,074) |
Basic: | ||
Net loss (in dollars per share) | $ (1.91) | $ (1.74) |
Diluted: | ||
Net loss (in dollars per share) | $ (1.91) | $ (1.74) |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2016 | May. 02, 2015 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||
Net loss | $ (37,818) | $ (34,074) |
Other comprehensive income, net of tax: | ||
Pension and postretirement benefit plans | 867 | 982 |
Comprehensive loss | $ (36,951) | $ (33,092) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2016 | May. 02, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (37,818) | $ (34,074) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 23,194 | 22,033 |
Amortization of lease-related interests | 1,007 | 1,101 |
Share-based compensation expense | 896 | 844 |
Loss on sale of property, fixtures and equipment | 21 | |
Reclassifications of accumulated other comprehensive loss | 1,464 | 1,591 |
Amortization of deferred financing costs | 849 | 747 |
Deferred income tax benefit | (144) | (159) |
Changes in operating assets and liabilities: | ||
Increase in merchandise inventories | (414) | (3,274) |
Decrease in prepaid expenses and other current assets | 25,008 | 15,560 |
Decrease in other long-term assets | 577 | 484 |
Increase (decrease) in accounts payable | 2,533 | (5,634) |
Decrease in accrued payroll and benefits and accrued expenses | (5,102) | (10,676) |
Increase (decrease) in other long-term liabilities | 207 | (6,373) |
Net cash provided by (used in) operating activities | 12,278 | (17,830) |
Cash flows from investing activities: | ||
Capital expenditures | (12,626) | (24,448) |
Proceeds from sale of property, fixtures and equipment | 7 | |
Net cash used in investing activities | (12,619) | (24,448) |
Cash flows from financing activities: | ||
Payments on long-term debt and capital lease obligations | (144,117) | (139,000) |
Proceeds from issuance of long-term debt | 151,461 | 187,611 |
Cash dividends paid | (991) | |
Restricted shares forfeited in lieu of payroll taxes | (120) | (399) |
Proceeds from stock options exercised | 454 | |
Deferred financing costs paid | (495) | |
Decrease in book overdraft balances | (5,460) | (5,439) |
Net cash provided by financing activities | 1,269 | 42,236 |
Net increase (decrease) in cash and cash equivalents | 928 | (42) |
Cash and cash equivalents at beginning of period | 6,879 | 8,753 |
Cash and cash equivalents at end of period | $ 7,807 | $ 8,711 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' (DEFICIT) EQUITY - USD ($) $ in Thousands | Common Stock | Class A Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | (Accumulated Deficit) Retained Earnings | Total |
BALANCE AT THE BEGINNING OF PERIOD at Jan. 31, 2015 | $ 178 | $ 30 | $ (1,387) | $ 161,359 | $ (80,405) | $ 7,873 | $ 87,648 |
Increase (Decrease) in Shareholders' (Deficit) Equity | |||||||
Net loss | (34,074) | (34,074) | |||||
Other comprehensive income | 982 | 982 | |||||
Dividends to shareholders, $0.05 per share | (1,012) | (1,012) | |||||
Restricted shares forfeited in lieu of payroll taxes | (1) | (398) | (399) | ||||
Proceeds from stock options exercised | 1 | 453 | 454 | ||||
Share-based compensation expense | 5 | 839 | 844 | ||||
BALANCE AT THE END OF PERIOD at May. 02, 2015 | 183 | 30 | (1,387) | 162,253 | (79,423) | (27,213) | 54,443 |
BALANCE AT THE BEGINNING OF PERIOD at Jan. 30, 2016 | 185 | 30 | (1,387) | 164,428 | (76,122) | (52,218) | 34,916 |
Increase (Decrease) in Shareholders' (Deficit) Equity | |||||||
Net loss | (37,818) | (37,818) | |||||
Other comprehensive income | 867 | 867 | |||||
Restricted shares forfeited in lieu of payroll taxes | (120) | (120) | |||||
Share-based compensation expense | 5 | 891 | 896 | ||||
BALANCE AT THE END OF PERIOD at Apr. 30, 2016 | $ 190 | $ 30 | $ (1,387) | $ 165,199 | $ (75,255) | $ (90,036) | $ (1,259) |
CONSOLIDATED STATEMENTS OF SHA8
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' (DEFICIT) EQUITY (Parenthetical) | 3 Months Ended |
May. 02, 2015$ / shares | |
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' (DEFICIT) EQUITY | |
Dividends to shareholders (in dollars per share) | $ 0.05 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Apr. 30, 2016 | |
BASIS OF PRESENTATION | |
BASIS OF PRESENTATION | 1. BASIS OF PRESENTATION The Bon-Ton Stores, Inc., a Pennsylvania corporation, was incorporated on January 31, 1996 as the successor of a company incorporated on January 31, 1929. As of April 30, 2016, The Bon-Ton Stores, Inc. operated, through its subsidiaries, 267 stores, including nine furniture galleries and four clearance centers, in 26 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner’s, Boston Store, Carson’s, Elder-Beerman, Herberger’s and Younkers nameplates. The accompanying unaudited consolidated financial statements include the accounts of The Bon-Ton Stores, Inc. (the “Parent”) and its subsidiaries (collectively, the “Company”). All intercompany transactions have been eliminated in consolidation. The unaudited consolidated financial statements have been prepared in accordance with the instructions for Form 10-Q and do not include all information and footnotes required in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States. In the opinion of management, all adjustments considered necessary for a fair presentation of interim periods have been included. The Company’s business is seasonal in nature and results of operations for the interim periods presented are not necessarily indicative of results for the full fiscal year. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 2016. For purposes of the following discussion, references to the “first quarter of 2016” and the “first quarter of 2015” are to the 13 weeks ended April 30, 2016 and May 2, 2015, respectively. References to “fiscal 2016” are to the 52 weeks ending January 28, 2017; references to “fiscal 2015” are to the 52 weeks ended January 30, 2016. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires that management make estimates and assumptions about future events. These estimates and assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and the reported amounts of revenues and expenses. Such estimates include those related to merchandise returns, the valuation of inventories, long-lived assets, intangible assets, insurance reserves, contingencies, litigation and assumptions used in the calculation of income taxes and retirement and other post-employment benefits, among others. These estimates and assumptions are based on management’s best estimates and judgments. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. Management adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. Reclassifications Certain prior year balances presented in the consolidated financial statements and notes thereto have been reclassified to conform to the current year presentation. These reclassifications did not impact the Company’s net loss for the first quarter in each of 2016 and 2015. As a result of adopting Accounting Standards Update (“ASU”) No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”) as of January 30, 2016, the Company reclassified the May 2, 2015 consolidated balance sheet resulting in a reduction of $17,373 in long-term deferred income tax assets, a reduction in current deferred income tax liabilities of $26,519 and an increase in other long-term liabilities of $9,146. Recently Adopted Accounting Standards Effective January 31, 2016, the Company adopted ASU No. 2015-03, Interest-Imputation of Interest (“ASU 2015-03”) and ASU No. 2015-15 (an amendment to ASU 2015-03) and retrospectively applied their provisions. The new standards require that debt issuance costs related to a recognized debt liability, other than those relating to line-of-credit arrangements, be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. As a result of adopting this guidance, as of May 2, 2015 and January 30, 2016, the Company reclassified $7,643 and $6,580, respectively, of the unamortized debt issuance costs for all debt instruments except the senior secured credit facility from other long-term assets to long-term debt and current maturities of long-term debt on the consolidated balance sheets. Effective January 31, 2016, the Company adopted ASU No. 2015-05, Intangibles-Goodwill and Other-Internal-Use Software and prospectively applied its provisions. The new standard provides guidance on the accounting for fees paid by a customer in a cloud computing arrangement. If a cloud computing arrangement includes a software license, then the customer is required to account for the software license consistent with the acquisition of other software licenses. Conversely, if the arrangement does not include a software license, the customer should account for the arrangement as a service contract. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. |
PER-SHARE AMOUNTS
PER-SHARE AMOUNTS | 3 Months Ended |
Apr. 30, 2016 | |
PER-SHARE AMOUNTS | |
PER-SHARE AMOUNTS | 2. PER-SHARE AMOUNTS The following table presents a reconciliation of net loss and weighted average shares outstanding used in basic and diluted earnings (loss) per share (“EPS”) calculations for each period presented: THIRTEEN WEEKS ENDED April 30, May 2, 2016 2015 Basic Loss Per Common Share Net loss $ ) $ ) Less: Income allocated to participating securities — — Net loss available to common shareholders $ ) $ ) Weighted average common shares outstanding Basic loss per common share $ ) $ ) Diluted Loss Per Common Share Net loss $ ) $ ) Less: Income allocated to participating securities — — Net loss available to common shareholders $ ) $ ) Weighted average common shares outstanding Common shares issuable - stock options — — Weighted average common shares outstanding assuming dilution Diluted loss per common share $ ) $ ) Due to the Company’s net loss position, weighted average unvested restricted shares (participating securities) of 1,220,177 and 708,961 for the first quarter in each of 2016 and 2015, respectively, were not considered in the calculation of net loss available to common shareholders used for both basic and diluted EPS. In addition, weighted average stock option shares (non-participating securities) totaling 0 and 110,196 for the first quarter in each of 2016 and 2015, respectively, were excluded from the computation of diluted weighted average common shares outstanding, as their effect would have been antidilutive. Certain of these stock option shares were excluded solely due to the Company’s net loss position. Had the Company reported net income for the first quarter in each of 2016 and 2015, these shares would have increased diluted weighted average common shares outstanding by 0 and 16,790, respectively. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Apr. 30, 2016 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | 3. FAIR VALUE MEASUREMENTS Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value and establishes a framework for measuring fair value. ASC 820 establishes fair value hierarchy levels that prioritize the inputs used in valuations determining fair value. Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 inputs are primarily quoted prices for similar assets or liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs based on the Company’s own assumptions. The carrying values of the Company’s cash and cash equivalents, accounts payable and financial instruments reported within prepaid expenses and other current assets and other long-term assets approximate fair value. The carrying value and estimated fair value of the Company’s long-term debt, including current maturities but excluding capital leases and unamortized debt issuance costs, as of April 30, 2016 are as follows: Fair Value Measurements Using Carrying Value Estimated Fair Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Second lien senior secured notes $ $ $ $ — $ — Senior secured credit facility — — Total $ $ $ $ — $ The carrying value and estimated fair value of the Company’s long-term debt, including current maturities but excluding capital leases and unamortized debt issuance costs, as of May 2, 2015 are as follows: Fair Value Measurements Using Carrying Value Estimated Fair Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Second lien senior secured notes $ $ $ $ — $ — Mortgage facility — — Senior secured credit facility — — Total $ $ $ $ — $ The carrying value and estimated fair value of the Company’s long-term debt, including current maturities but excluding capital leases and unamortized debt issuance costs, as of January 30, 2016 are as follows: Fair Value Measurements Using Carrying Value Estimated Fair Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Second lien senior secured notes $ $ $ $ — $ — Senior secured credit facility — — Total $ $ $ $ — $ The Level 3 fair value estimates are determined by a discounted cash flow analysis utilizing a discount rate the Company believes is appropriate and would be used by market participants. There was no change in the valuation technique used to determine the Level 3 fair value estimates. |
SUPPLEMENTAL BALANCE SHEET INFO
SUPPLEMENTAL BALANCE SHEET INFORMATION | 3 Months Ended |
Apr. 30, 2016 | |
SUPPLEMENTAL BALANCE SHEET INFORMATION | |
SUPPLEMENTAL BALANCE SHEET INFORMATION | 4. SUPPLEMENTAL BALANCE SHEET INFORMATION Prepaid expenses and other current assets were comprised of the following: April 30, May 2, January 30, 2016 2015 2016 Other receivables $ $ $ Prepaid expenses Total $ $ $ |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 3 Months Ended |
Apr. 30, 2016 | |
SUPPLEMENTAL CASH FLOW INFORMATION | |
SUPPLEMENTAL CASH FLOW INFORMATION | 5. SUPPLEMENTAL CASH FLOW INFORMATION The following supplemental cash flow information is provided for the periods reported: THIRTEEN WEEKS ENDED April 30, May 2, 2016 2015 Cash paid for: Interest, net of amounts capitalized $ $ Non-cash investing and financing activities: Property, fixtures and equipment included in accrued expenses $ $ Declared dividends to shareholders included in accrued expenses — |
EXIT OR DISPOSAL ACTIVITIES
EXIT OR DISPOSAL ACTIVITIES | 3 Months Ended |
Apr. 30, 2016 | |
EXIT OR DISPOSAL ACTIVITIES | |
EXIT OR DISPOSAL ACTIVITIES | 6. EXIT OR DISPOSAL ACTIVITIES The following table summarizes exit or disposal activities during the 13 weeks ended April 30, 2016 related to store closings in fiscal 2015 and 2016, the consolidation of eCommerce fulfillment activities in connection with the Company’s new eCommerce fulfillment center and the Company’s expense efficiency initiative: Termination Benefits Other Costs Total Accrued balance as of January 30, 2016 $ $ — $ Provisions Payments ) ) ) Accrued balance as of April 30, 2016 $ $ — $ The above provisions were included within selling, general and administrative expense. |
EMPLOYEE DEFINED AND POSTRETIRE
EMPLOYEE DEFINED AND POSTRETIREMENT BENEFIT PLANS | 3 Months Ended |
Apr. 30, 2016 | |
EMPLOYEE DEFINED AND POSTRETIREMENT BENEFIT PLANS | |
EMPLOYEE DEFINED AND POSTRETIREMENT BENEFIT PLANS | 7. EMPLOYEE DEFINED AND POSTRETIREMENT BENEFIT PLANS The Company provides benefits to certain current and former associates who are eligible under a qualified defined benefit pension plan and various non-qualified supplemental pension plans (collectively, the “Pension Plans”). Net periodic benefit expense for the Pension Plans includes the following (income) and expense components: THIRTEEN WEEKS ENDED April 30, May 2, 2016 2015 Interest cost $ $ Expected return on plan assets ) ) Recognition of net actuarial loss Net periodic benefit expense $ $ During the 13 weeks ended April 30, 2016, contributions of $185 were made to the Pension Plans. The Company anticipates contributing an additional $517 to fund the Pension Plans in fiscal 2016 for an annual total of $702. The Company also provides medical and life insurance benefits to certain former associates under a postretirement benefit plan (“Postretirement Benefit Plan”). Net periodic benefit income for the Postretirement Benefit Plan includes the following (income) and expense components: THIRTEEN WEEKS ENDED April 30, May 2, 2016 2015 Interest cost $ $ Recognition of net actuarial gain ) ) Net periodic benefit income $ ) $ ) During the 13 weeks ended April 30, 2016, the Company contributed $33 to fund the Postretirement Benefit Plan, and anticipates contributing an additional $294 to fund the Postretirement Benefit Plan in fiscal 2016, for a net annual total of $327. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Apr. 30, 2016 | |
INCOME TAXES | |
INCOME TAXES | 8. INCOME TAXES The provisions codified within ASC Topic 740, Income Taxes (“ASC 740”), require companies to assess whether valuation allowances should be established against their deferred tax assets based on consideration of all available evidence using a “more likely than not” standard. In accordance with ASC 740, the Company maintained a full valuation allowance throughout fiscal 2015 and the first quarter of 2016 on all of the Company’s net deferred tax assets. The Company’s deferred tax asset valuation allowance totaled $202,277, $175,356 and $186,582 as of April 30, 2016, May 2, 2015 and January 30, 2016, respectively. The Company recorded net income tax benefits of $144 and $159 for the first quarter in each of 2016 and 2015, respectively, which includes $597 and $609 non-cash income tax benefits from continuing operations during the first quarter in each of 2016 and 2015, respectively. Pursuant to ASC 740, the Company is required to consider all items (including items recorded in other comprehensive income) in determining the amount of tax benefit that results from a loss from continuing operations and that should be allocated to continuing operations. As a result, the Company recorded tax benefits on the losses from continuing operations for the first quarter in each of 2016 and 2015, which are exactly offset by income tax expense on other comprehensive income. In addition, the net income tax benefits include $453 and $450 of expense recorded in the first quarter in each of 2016 and 2015, respectively, for recognition of deferred tax liabilities associated with indefinite-lived assets. |
CONTINGENCIES
CONTINGENCIES | 3 Months Ended |
Apr. 30, 2016 | |
CONTINGENCIES | |
CONTINGENCIES | 9. CONTINGENCIES The Company is party to legal proceedings and claims that arise during the ordinary course of business. In the opinion of management, the ultimate outcome of any such litigation and claims will not have a material adverse effect on the Company’s financial position, results of operations or liquidity. |
COMPREHENSIVE LOSS
COMPREHENSIVE LOSS | 3 Months Ended |
Apr. 30, 2016 | |
COMPREHENSIVE LOSS | |
COMPREHENSIVE LOSS | 10. COMPREHENSIVE LOSS Accumulated other comprehensive loss is comprised of the net actuarial loss associated with the Pension Plans and Postretirement Benefit Plan. Other comprehensive income is comprised entirely of the amortization of the net actuarial loss (gain) associated with the Pension Plans and Postretirement Benefit Plan. The changes recognized within other comprehensive income reflect income tax expense of $597 and $609 for the first quarter in each of 2016 and 2015, respectively (see Note 8). The before-tax amount of amortization of net actuarial loss (gain) (see Note 7) was recorded within selling, general and administrative expense. |
CONDENSED CONSOLIDATING FINANCI
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | 3 Months Ended |
Apr. 30, 2016 | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | 11. CONDENSED CONSOLIDATING FINANCIAL INFORMATION Certain debt obligations of the Company, which constitute debt obligations of The Bon-Ton Department Stores, Inc. (the “Issuer”), are guaranteed by the Parent and by each of its subsidiaries, other than the Issuer, that is an obligor under the Company’s Second Amended and Restated Loan and Security Agreement (the “Second Amended Revolving Credit Facility”). Separate financial statements of the Parent, the Issuer and such subsidiary guarantors are not presented because the guarantees by the Parent and each 100% owned subsidiary guarantor are joint and several, full and unconditional, except for certain customary limitations which are applicable only to a subsidiary guarantor. These customary limitations include releases of a guarantee (1) if the subsidiary guarantor no longer guarantees other indebtedness of the Issuer; (2) if there is a sale or other disposition of the capital stock of a subsidiary guarantor and if such sale complies with the covenant regarding asset sales; and (3) if the subsidiary guarantor is properly designated as an “unrestricted subsidiary.” The condensed consolidating financial information for the Parent, the Issuer and the guarantor subsidiaries as of April 30, 2016, May 2, 2015 and January 30, 2016 and for the first quarter in each of 2016 and 2015 as presented below has been prepared from the books and records maintained by the Parent, the Issuer and the guarantor subsidiaries. The condensed financial information may not necessarily be indicative of the results of operations or financial position had the guarantor subsidiaries operated as independent entities. Certain intercompany revenues and expenses included in the subsidiary records are eliminated in consolidation. As a result of this activity, an amount due to/due from affiliates will exist at any time. On January 15, 2016, the Company and certain other subsidiaries as borrowers or obligors (collectively, the “Obligors”) entered into a Consent and Third Amendment to the Second Amended Revolving Credit Facility, which among other changes, provided for the joinders of the special purpose entities (“SPEs”) that had previously participated in the Company’s mortgage loan facility as Obligors under the Second Amended Revolving Credit Facility, and as “Restricted Subsidiaries” and guarantors under the indentures for both the 10 5 / 8 % second lien senior secured notes due 2017 and the 8.00% second lien senior secured notes due 2021. The SPEs and their assets were then added to the second lien security agreement. For comparative purposes, the condensed consolidating financial information as presented below has been retrospectively adjusted as if the activity described above occurred at the beginning of each period presented. The Bon-Ton Stores, Inc. Condensed Consolidating Balance Sheet April 30, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ $ $ $ — $ Merchandise inventories — — Prepaid expenses and other current assets — ) Total current assets ) Property, fixtures and equipment at cost, net — — Intangible assets, net — — Investment in and advances to affiliates ) ) — Other long-term assets — ) Total assets $ ) $ $ $ ) $ Liabilities and Shareholders’ (Deficit) Equity Current liabilities: Accounts payable $ — $ $ — $ — $ Accrued payroll and benefits — — Accrued expenses — ) Current maturities of long-term debt and obligations under capital leases — — Total current liabilities — ) Long-term debt and obligations under capital leases, less current maturities — — Other long-term liabilities — ) Total liabilities — ) Shareholders’ (deficit) equity ) ) ) ) Total liabilities and shareholders’ (deficit) equity $ ) $ $ $ ) $ The Bon-Ton Stores, Inc. Condensed Consolidating Balance Sheet May 2, 2015 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ $ $ $ — $ Merchandise inventories — — Prepaid expenses and other current assets — ) Total current assets ) Property, fixtures and equipment at cost, net — — Intangible assets, net — — Investment in and advances to affiliates ) — Other long-term assets — — Total assets $ $ $ $ ) $ Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ — $ $ — $ — $ Accrued payroll and benefits — — Accrued expenses — ) Current maturities of long-term debt and obligations under capital leases — — Total current liabilities — ) Long-term debt and obligations under capital leases, less current maturities — — Other long-term liabilities — — Total liabilities — ) Shareholders’ equity ) Total liabilities and shareholders’ equity $ $ $ $ ) $ The Bon-Ton Stores, Inc. Condensed Consolidating Balance Sheet January 30, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ $ $ $ — $ Merchandise inventories — — Prepaid expenses and other current assets — ) Total current assets ) Property, fixtures and equipment at cost, net — — Intangible assets, net — — Investment in and advances to affiliates ) — Other long-term assets — ) Total assets $ $ $ $ ) $ Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ — $ $ — $ — $ Accrued payroll and benefits — — Accrued expenses — ) Current maturities of long-term debt and obligations under capital leases — — Total current liabilities — ) Long-term debt and obligations under capital leases, less current maturities — — Other long-term liabilities — ) Total liabilities — ) Shareholders’ equity ) Total liabilities and shareholders’ equity $ $ $ $ ) $ The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Operations Thirteen Weeks Ended April 30, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net sales $ — $ $ $ — $ Other income — — — — Costs and expenses: Costs of merchandise sold — — Selling, general and administrative — ) Depreciation and amortization — — Amortization of lease-related interests — — Loss from operations — ) ) ) Other income (expense): Intercompany income — ) — Equity in losses of subsidiaries ) ) — — Interest expense, net — ) ) ) Loss before income taxes ) ) ) ) Income tax (benefit) provision ) ) ) ) Net loss $ ) $ ) $ ) $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Comprehensive Loss Thirteen Weeks Ended April 30, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net loss $ ) $ ) $ ) $ $ ) Other comprehensive income, net of tax: Pension and postretirement benefit plans — ) Comprehensive loss $ ) $ ) $ ) $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Operations Thirteen Weeks Ended May 2, 2015 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net sales $ — $ $ $ — $ Other income — — — — Costs and expenses: Costs of merchandise sold — — Selling, general and administrative — ) Depreciation and amortization — — Amortization of lease-related interests — — Loss from operations — ) ) ) Other income (expense): Intercompany income — ) — Equity in losses of subsidiaries ) ) — — Interest expense, net — ) ) ) Loss before income taxes ) ) ) ) Income tax (benefit) provision ) ) ) ) Net loss $ ) $ ) $ ) $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Comprehensive Loss Thirteen Weeks Ended May 2, 2015 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net loss $ ) $ ) $ ) $ $ ) Other comprehensive income, net of tax: Pension and postretirement benefit plans — ) Comprehensive loss $ ) $ ) $ ) $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Cash Flows Thirteen Weeks Ended April 30, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ $ $ $ — $ Cash flows from investing activities: Capital expenditures — ) ) — ) Proceeds from sale of property, fixtures and equipment — — — Net cash used in investing activities — ) ) — ) Cash flows from financing activities: Payments on long-term debt and capital lease obligations — ) ) — ) Proceeds from issuance of long-term debt — — — Deferred financing costs paid — ) — — ) Restricted shares forfeited in lieu of payroll taxes ) — — — ) Decrease in book overdraft balances — ) — — ) Net cash (used in) provided by financing activities ) ) — Net increase in cash and cash equivalents — — Cash and cash equivalents at beginning of period — Cash and cash equivalents at end of period $ $ $ $ — $ The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Cash Flows Thirteen Weeks Ended May 2, 2015 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ $ ) $ $ ) $ ) Cash flows from investing activities: Capital expenditures — ) ) — ) Intercompany investing activity ) ) — — Net cash used in investing activities ) ) ) ) Cash flows from financing activities: Payments on long-term debt and capital lease obligations — ) ) — ) Proceeds from issuance of long-term debt — — — Intercompany financing activity — ) ) — Cash dividends paid ) — — — ) Restricted shares forfeited in lieu of payroll taxes ) — — — ) Proceeds from stock options exercised — — — Decrease in book overdraft balances — ) — — ) Net cash (used in) provided by financing activities ) ) Net (decrease) increase in cash and cash equivalents — ) — ) Cash and cash equivalents at beginning of period — Cash and cash equivalents at end of period $ $ $ $ — $ |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 3 Months Ended |
Apr. 30, 2016 | |
SUBSEQUENT EVENT | |
SUBSEQUENT EVENT | 12. SUBSEQUENT EVENT On June 1, 2016, the Company entered into an Agreement of Purchase and Sale (“PSA”) for a sale-leaseback transaction with an unrelated party. Under the PSA, the Company agreed to sell three retail department store properties for at least $44,935 and lease them back for a period of 20 years with three optional 10-year renewal terms. The basic rent payable in connection with the lease will be $3,932, subject to adjustment for increases in the Consumer Price Index. The closing of this transaction is subject to a due diligence review by the purchaser. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Apr. 30, 2016 | |
BASIS OF PRESENTATION | |
Reclassifications | Reclassifications Certain prior year balances presented in the consolidated financial statements and notes thereto have been reclassified to conform to the current year presentation. These reclassifications did not impact the Company’s net loss for the first quarter in each of 2016 and 2015. As a result of adopting Accounting Standards Update (“ASU”) No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”) as of January 30, 2016, the Company reclassified the May 2, 2015 consolidated balance sheet resulting in a reduction of $17,373 in long-term deferred income tax assets, a reduction in current deferred income tax liabilities of $26,519 and an increase in other long-term liabilities of $9,146. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards Effective January 31, 2016, the Company adopted ASU No. 2015-03, Interest-Imputation of Interest (“ASU 2015-03”) and ASU No. 2015-15 (an amendment to ASU 2015-03) and retrospectively applied their provisions. The new standards require that debt issuance costs related to a recognized debt liability, other than those relating to line-of-credit arrangements, be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. As a result of adopting this guidance, as of May 2, 2015 and January 30, 2016, the Company reclassified $7,643 and $6,580, respectively, of the unamortized debt issuance costs for all debt instruments except the senior secured credit facility from other long-term assets to long-term debt and current maturities of long-term debt on the consolidated balance sheets. Effective January 31, 2016, the Company adopted ASU No. 2015-05, Intangibles-Goodwill and Other-Internal-Use Software and prospectively applied its provisions. The new standard provides guidance on the accounting for fees paid by a customer in a cloud computing arrangement. If a cloud computing arrangement includes a software license, then the customer is required to account for the software license consistent with the acquisition of other software licenses. Conversely, if the arrangement does not include a software license, the customer should account for the arrangement as a service contract. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. |
PER-SHARE AMOUNTS (Tables)
PER-SHARE AMOUNTS (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
PER-SHARE AMOUNTS | |
Schedule of reconciliation of net loss and weighted average shares outstanding used in basic and diluted earnings (loss) per share ("EPS") calculations | THIRTEEN WEEKS ENDED April 30, May 2, 2016 2015 Basic Loss Per Common Share Net loss $ ) $ ) Less: Income allocated to participating securities — — Net loss available to common shareholders $ ) $ ) Weighted average common shares outstanding Basic loss per common share $ ) $ ) Diluted Loss Per Common Share Net loss $ ) $ ) Less: Income allocated to participating securities — — Net loss available to common shareholders $ ) $ ) Weighted average common shares outstanding Common shares issuable - stock options — — Weighted average common shares outstanding assuming dilution Diluted loss per common share $ ) $ ) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
FAIR VALUE MEASUREMENTS | |
Schedule of the carrying value and estimated fair value of the Company's long-term debt, including current maturities but excluding capital leases and debt issuance costs | The carrying value and estimated fair value of the Company’s long-term debt, including current maturities but excluding capital leases and unamortized debt issuance costs, as of April 30, 2016 are as follows: Fair Value Measurements Using Carrying Value Estimated Fair Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Second lien senior secured notes $ $ $ $ — $ — Senior secured credit facility — — Total $ $ $ $ — $ The carrying value and estimated fair value of the Company’s long-term debt, including current maturities but excluding capital leases and unamortized debt issuance costs, as of May 2, 2015 are as follows: Fair Value Measurements Using Carrying Value Estimated Fair Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Second lien senior secured notes $ $ $ $ — $ — Mortgage facility — — Senior secured credit facility — — Total $ $ $ $ — $ The carrying value and estimated fair value of the Company’s long-term debt, including current maturities but excluding capital leases and unamortized debt issuance costs, as of January 30, 2016 are as follows: Fair Value Measurements Using Carrying Value Estimated Fair Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Second lien senior secured notes $ $ $ $ — $ — Senior secured credit facility — — Total $ $ $ $ — $ |
SUPPLEMENTAL BALANCE SHEET IN24
SUPPLEMENTAL BALANCE SHEET INFORMATION (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
SUPPLEMENTAL BALANCE SHEET INFORMATION | |
Schedule of prepaid expenses and other current assets | April 30, May 2, January 30, 2016 2015 2016 Other receivables $ $ $ Prepaid expenses Total $ $ $ |
SUPPLEMENTAL CASH FLOW INFORM25
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
SUPPLEMENTAL CASH FLOW INFORMATION | |
Schedule of supplemental cash flow information | THIRTEEN WEEKS ENDED April 30, May 2, 2016 2015 Cash paid for: Interest, net of amounts capitalized $ $ Non-cash investing and financing activities: Property, fixtures and equipment included in accrued expenses $ $ Declared dividends to shareholders included in accrued expenses — |
EXIT OR DISPOSAL ACTIVITIES (Ta
EXIT OR DISPOSAL ACTIVITIES (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
EXIT OR DISPOSAL ACTIVITIES | |
Summary of exit or disposal activities | Termination Benefits Other Costs Total Accrued balance as of January 30, 2016 $ $ — $ Provisions Payments ) ) ) Accrued balance as of April 30, 2016 $ $ — $ |
EMPLOYEE DEFINED AND POSTRETI27
EMPLOYEE DEFINED AND POSTRETIREMENT BENEFIT PLANS (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
Pension Plans | |
Pension and postretirement benefit plans | |
Schedule of components of net periodic benefit expense (income) | THIRTEEN WEEKS ENDED April 30, May 2, 2016 2015 Interest cost $ $ Expected return on plan assets ) ) Recognition of net actuarial loss Net periodic benefit expense $ $ |
Postretirement Benefit Plan | |
Pension and postretirement benefit plans | |
Schedule of components of net periodic benefit expense (income) | THIRTEEN WEEKS ENDED April 30, May 2, 2016 2015 Interest cost $ $ Recognition of net actuarial gain ) ) Net periodic benefit income $ ) $ ) |
CONDENSED CONSOLIDATING FINAN28
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |
Schedule of Condensed Consolidating Balance Sheet | The Bon-Ton Stores, Inc. Condensed Consolidating Balance Sheet April 30, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ $ $ $ — $ Merchandise inventories — — Prepaid expenses and other current assets — ) Total current assets ) Property, fixtures and equipment at cost, net — — Intangible assets, net — — Investment in and advances to affiliates ) ) — Other long-term assets — ) Total assets $ ) $ $ $ ) $ Liabilities and Shareholders’ (Deficit) Equity Current liabilities: Accounts payable $ — $ $ — $ — $ Accrued payroll and benefits — — Accrued expenses — ) Current maturities of long-term debt and obligations under capital leases — — Total current liabilities — ) Long-term debt and obligations under capital leases, less current maturities — — Other long-term liabilities — ) Total liabilities — ) Shareholders’ (deficit) equity ) ) ) ) Total liabilities and shareholders’ (deficit) equity $ ) $ $ $ ) $ The Bon-Ton Stores, Inc. Condensed Consolidating Balance Sheet May 2, 2015 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ $ $ $ — $ Merchandise inventories — — Prepaid expenses and other current assets — ) Total current assets ) Property, fixtures and equipment at cost, net — — Intangible assets, net — — Investment in and advances to affiliates ) — Other long-term assets — — Total assets $ $ $ $ ) $ Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ — $ $ — $ — $ Accrued payroll and benefits — — Accrued expenses — ) Current maturities of long-term debt and obligations under capital leases — — Total current liabilities — ) Long-term debt and obligations under capital leases, less current maturities — — Other long-term liabilities — — Total liabilities — ) Shareholders’ equity ) Total liabilities and shareholders’ equity $ $ $ $ ) $ The Bon-Ton Stores, Inc. Condensed Consolidating Balance Sheet January 30, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ $ $ $ — $ Merchandise inventories — — Prepaid expenses and other current assets — ) Total current assets ) Property, fixtures and equipment at cost, net — — Intangible assets, net — — Investment in and advances to affiliates ) — Other long-term assets — ) Total assets $ $ $ $ ) $ Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ — $ $ — $ — $ Accrued payroll and benefits — — Accrued expenses — ) Current maturities of long-term debt and obligations under capital leases — — Total current liabilities — ) Long-term debt and obligations under capital leases, less current maturities — — Other long-term liabilities — ) Total liabilities — ) Shareholders’ equity ) Total liabilities and shareholders’ equity $ $ $ $ ) $ |
Schedule of Condensed Consolidating Statement Of Operations | The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Operations Thirteen Weeks Ended April 30, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net sales $ — $ $ $ — $ Other income — — — — Costs and expenses: Costs of merchandise sold — — Selling, general and administrative — ) Depreciation and amortization — — Amortization of lease-related interests — — Loss from operations — ) ) ) Other income (expense): Intercompany income — ) — Equity in losses of subsidiaries ) ) — — Interest expense, net — ) ) ) Loss before income taxes ) ) ) ) Income tax (benefit) provision ) ) ) ) Net loss $ ) $ ) $ ) $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Operations Thirteen Weeks Ended May 2, 2015 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net sales $ — $ $ $ — $ Other income — — — — Costs and expenses: Costs of merchandise sold — — Selling, general and administrative — ) Depreciation and amortization — — Amortization of lease-related interests — — Loss from operations — ) ) ) Other income (expense): Intercompany income — ) — Equity in losses of subsidiaries ) ) — — Interest expense, net — ) ) ) Loss before income taxes ) ) ) ) Income tax (benefit) provision ) ) ) ) Net loss $ ) $ ) $ ) $ $ ) |
Schedule of Condensed Consolidating Statement of Comprehensive (Loss) Income | The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Comprehensive Loss Thirteen Weeks Ended April 30, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net loss $ ) $ ) $ ) $ $ ) Other comprehensive income, net of tax: Pension and postretirement benefit plans — ) Comprehensive loss $ ) $ ) $ ) $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Comprehensive Loss Thirteen Weeks Ended May 2, 2015 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net loss $ ) $ ) $ ) $ $ ) Other comprehensive income, net of tax: Pension and postretirement benefit plans — ) Comprehensive loss $ ) $ ) $ ) $ $ ) |
Schedule of Condensed Consolidating Statement of Cash Flows | The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Cash Flows Thirteen Weeks Ended April 30, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ $ $ $ — $ Cash flows from investing activities: Capital expenditures — ) ) — ) Proceeds from sale of property, fixtures and equipment — — — Net cash used in investing activities — ) ) — ) Cash flows from financing activities: Payments on long-term debt and capital lease obligations — ) ) — ) Proceeds from issuance of long-term debt — — — Deferred financing costs paid — ) — — ) Restricted shares forfeited in lieu of payroll taxes ) — — — ) Decrease in book overdraft balances — ) — — ) Net cash (used in) provided by financing activities ) ) — Net increase in cash and cash equivalents — — Cash and cash equivalents at beginning of period — Cash and cash equivalents at end of period $ $ $ $ — $ The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Cash Flows Thirteen Weeks Ended May 2, 2015 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ $ ) $ $ ) $ ) Cash flows from investing activities: Capital expenditures — ) ) — ) Intercompany investing activity ) ) — — Net cash used in investing activities ) ) ) ) Cash flows from financing activities: Payments on long-term debt and capital lease obligations — ) ) — ) Proceeds from issuance of long-term debt — — — Intercompany financing activity — ) ) — Cash dividends paid ) — — — ) Restricted shares forfeited in lieu of payroll taxes ) — — — ) Proceeds from stock options exercised — — — Decrease in book overdraft balances — ) — — ) Net cash (used in) provided by financing activities ) ) Net (decrease) increase in cash and cash equivalents — ) — ) Cash and cash equivalents at beginning of period — Cash and cash equivalents at end of period $ $ $ $ — $ |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) | 3 Months Ended | 12 Months Ended | ||
Apr. 30, 2016storestateitem | May. 02, 2015 | Jan. 28, 2017 | Jan. 30, 2016 | |
BASIS OF PRESENTATION | ||||
Number of stores | store | 267 | |||
Number of furniture galleries | 9 | |||
Number of clearance centers | 4 | |||
Number of states in which the entity operates | state | 26 | |||
Length of reporting period | 91 days | 91 days | 364 days | 364 days |
BASIS OF PRESENTATION - Reclass
BASIS OF PRESENTATION - Reclassification and Recently Adopted Accounting Standards (Details) - USD ($) $ in Thousands | Apr. 30, 2016 | Jan. 30, 2016 | May. 02, 2015 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Increase in other long-term liabilities | $ 189,477 | $ 188,911 | $ 196,549 |
Accounting standards update 2015-17 | Adjustments for New Accounting Principle, Early Adoption | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Reduction in long-term deferred income tax assets | 17,373 | ||
Reduction in current deferred income tax liabilities | 26,519 | ||
Increase in other long-term liabilities | 9,146 | ||
Accounting standards update 2015-03 | Retrospective reclassification | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Unamortized debt issuance costs | $ 6,580 | $ 7,643 |
PER-SHARE AMOUNTS (Details)
PER-SHARE AMOUNTS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Apr. 30, 2016 | May. 02, 2015 | |
Basic Loss Per Common Share | ||
Net loss | $ (37,818) | $ (34,074) |
Net loss available to common shareholders | $ (37,818) | $ (34,074) |
Weighted average common shares outstanding | 19,760,448 | 19,561,610 |
Basic loss per common share (in dollars per share) | $ (1.91) | $ (1.74) |
Diluted Loss Per Common Share | ||
Net loss | $ (37,818) | $ (34,074) |
Net loss available to common shareholders | $ (37,818) | $ (34,074) |
Weighted average common shares outstanding | 19,760,448 | 19,561,610 |
Weighted average common shares outstanding assuming dilution | 19,760,448 | 19,561,610 |
Diluted loss per common share (in dollars per share) | $ (1.91) | $ (1.74) |
PER-SHARE AMOUNTS - Antidilutiv
PER-SHARE AMOUNTS - Antidilutive securities (Details) - shares | 3 Months Ended | |
Apr. 30, 2016 | May. 02, 2015 | |
Restricted Shares | ||
Antidilutive securities | ||
Antidilutive securities excluded from calculation of earnings per share (in shares) | 1,220,177 | 708,961 |
Stock Options | ||
Antidilutive securities | ||
Antidilutive securities excluded from calculation of earnings per share (in shares) | 0 | 110,196 |
Securities that would have increased the weighted average common shares outstanding if the entity had reported income during the period (in shares) | 0 | 16,790 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | Apr. 30, 2016 | Jan. 30, 2016 | May. 02, 2015 |
Carrying Value | |||
Fair value measurements | |||
Long-term debt | $ 871,190 | $ 862,557 | $ 907,649 |
Carrying Value | Second lien senior secured notes | |||
Fair value measurements | |||
Long-term debt | 407,292 | 407,292 | 407,292 |
Carrying Value | Mortgage facility | |||
Fair value measurements | |||
Long-term debt | 209,652 | ||
Carrying Value | Senior secured credit facility | |||
Fair value measurements | |||
Long-term debt | 463,898 | 455,265 | 290,705 |
Estimated Fair Value | |||
Fair value measurements | |||
Long-term debt | 668,461 | 623,849 | 856,570 |
Estimated Fair Value | Second lien senior secured notes | |||
Fair value measurements | |||
Long-term debt | 204,563 | 168,584 | 354,228 |
Estimated Fair Value | Mortgage facility | |||
Fair value measurements | |||
Long-term debt | 211,637 | ||
Estimated Fair Value | Senior secured credit facility | |||
Fair value measurements | |||
Long-term debt | 463,898 | 455,265 | 290,705 |
Estimated Fair Value | Quoted Prices in Active Markets (Level 1) | |||
Fair value measurements | |||
Long-term debt | 204,563 | 168,584 | 354,228 |
Estimated Fair Value | Quoted Prices in Active Markets (Level 1) | Second lien senior secured notes | |||
Fair value measurements | |||
Long-term debt | 204,563 | 168,584 | 354,228 |
Estimated Fair Value | Significant Unobservable Inputs (Level 3) | |||
Fair value measurements | |||
Long-term debt | 463,898 | 455,265 | 502,342 |
Estimated Fair Value | Significant Unobservable Inputs (Level 3) | Mortgage facility | |||
Fair value measurements | |||
Long-term debt | 211,637 | ||
Estimated Fair Value | Significant Unobservable Inputs (Level 3) | Senior secured credit facility | |||
Fair value measurements | |||
Long-term debt | $ 463,898 | $ 455,265 | $ 290,705 |
SUPPLEMENTAL BALANCE SHEET IN34
SUPPLEMENTAL BALANCE SHEET INFORMATION (Details) - USD ($) $ in Thousands | Apr. 30, 2016 | Jan. 30, 2016 | May. 02, 2015 |
Prepaid expenses and other current assets | |||
Other receivables | $ 39,167 | $ 60,514 | $ 35,198 |
Prepaid expenses | 33,079 | 36,740 | 42,636 |
Total | $ 72,246 | $ 97,254 | $ 77,834 |
SUPPLEMENTAL CASH FLOW INFORM35
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2016 | May. 02, 2015 | |
Cash paid for: | ||
Interest, net of amounts capitalized | $ 8,668 | $ 9,315 |
Non-cash investing and financing activities: | ||
Property, fixtures and equipment included in accrued expenses | $ 3,449 | 5,711 |
Declared dividends to shareholders included in accrued expenses | $ 1,012 |
EXIT OR DISPOSAL ACTIVITIES (De
EXIT OR DISPOSAL ACTIVITIES (Details) $ in Thousands | 3 Months Ended |
Apr. 30, 2016USD ($) | |
Changes in exit or disposal activities | |
Accrued beginning balance | $ 3,696 |
Provisions | 462 |
Payments | (1,947) |
Accrued balance at year-end | 2,211 |
Termination Benefits | |
Changes in exit or disposal activities | |
Accrued beginning balance | 3,696 |
Provisions | 421 |
Payments | (1,906) |
Accrued balance at year-end | 2,211 |
Other Costs | |
Changes in exit or disposal activities | |
Provisions | 41 |
Payments | $ (41) |
EMPLOYEE DEFINED AND POSTRETI37
EMPLOYEE DEFINED AND POSTRETIREMENT BENEFIT PLANS (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2016 | May. 02, 2015 | |
Pension Plans | ||
Pension and postretirement benefit plans | ||
Interest cost | $ 1,785 | $ 1,701 |
Expected return on plan assets | (2,100) | (2,410) |
Recognition of net actuarial loss (gain) | 1,571 | 1,698 |
Net periodic benefit expense (income) | 1,256 | 989 |
Employer contributions to benefit plan | ||
Contributions to benefit plan | 185 | |
Anticipated additional contributions in remainder of the fiscal year | 517 | |
Total anticipated contribution in fiscal year | 702 | |
Postretirement Benefit Plan | ||
Pension and postretirement benefit plans | ||
Interest cost | 15 | 16 |
Recognition of net actuarial loss (gain) | (107) | (107) |
Net periodic benefit expense (income) | (92) | $ (91) |
Employer contributions to benefit plan | ||
Contributions to benefit plan | 33 | |
Anticipated additional contributions in remainder of the fiscal year | 294 | |
Total anticipated contribution in fiscal year | $ 327 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Apr. 30, 2016 | May. 02, 2015 | Jan. 30, 2016 | |
Income Taxes | |||
Deferred tax asset valuation allowance | $ 202,277 | $ 175,356 | $ 186,582 |
Income tax benefit | 144 | 159 | |
Non-cash income tax benefit from continuing operations | 597 | 609 | |
Recognition of deferred tax liabilities associated with indefinite-lived assets | $ 453 | $ 450 |
COMPREHENSIVE LOSS (Details)
COMPREHENSIVE LOSS (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2016 | May. 02, 2015 | |
COMPREHENSIVE LOSS | ||
Tax effect recorded on the changes recognized within other comprehensive income | $ 597 | $ 609 |
CONDENSED CONSOLIDATING FINAN40
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Debt Obligations (Details) - Senior secured notes | Jan. 15, 2016 |
10.625% second lien senior secured notes due 2017 | |
Debt | |
Interest rate (as a percent) | 10.625% |
8.00% second lien senior secured notes due 2021 | |
Debt | |
Interest rate (as a percent) | 8.00% |
CONDENSED CONSOLIDATING FINAN41
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Balance Sheet (Details) - USD ($) $ in Thousands | Apr. 30, 2016 | Jan. 30, 2016 | May. 02, 2015 | Jan. 31, 2015 |
Current assets: | ||||
Cash and cash equivalents | $ 7,807 | $ 6,879 | $ 8,711 | $ 8,753 |
Merchandise inventories | 712,113 | 711,699 | 738,231 | |
Prepaid expenses and other current assets | 72,246 | 97,254 | 77,834 | |
Total current assets | 792,166 | 815,832 | 824,776 | |
Property, fixtures and equipment at cost, net | 623,086 | 635,334 | 642,268 | |
Intangible assets, net | 80,619 | 82,062 | 88,538 | |
Other long-term assets | 16,713 | 17,398 | 14,609 | |
Total assets | 1,512,584 | 1,550,626 | 1,570,191 | |
Current liabilities: | ||||
Accounts payable | 159,818 | 162,831 | 197,789 | |
Accrued payroll and benefits | 22,309 | 28,527 | 21,116 | |
Accrued expenses | 146,585 | 147,378 | 152,598 | |
Current maturities of long-term debt and obligations under capital leases | 5,529 | 5,394 | 213,419 | |
Total current liabilities | 334,241 | 344,130 | 584,922 | |
Long-term debt and obligations under capital leases, less current maturities | 990,125 | 982,669 | 734,277 | |
Other long-term liabilities | 189,477 | 188,911 | 196,549 | |
Total liabilities | 1,513,843 | 1,515,710 | 1,515,748 | |
Total shareholders'(deficit) equity | (1,259) | 34,916 | 54,443 | 87,648 |
Total liabilities and shareholders'(deficit) equity | 1,512,584 | 1,550,626 | 1,570,191 | |
Consolidating Eliminations | ||||
Current assets: | ||||
Prepaid expenses and other current assets | (180) | (180) | (506) | |
Total current assets | (180) | (180) | (506) | |
Investment in and advances to affiliates | (818,407) | (855,767) | (809,519) | |
Other long-term assets | (3,266) | (3,311) | ||
Total assets | (821,853) | (859,258) | (810,025) | |
Current liabilities: | ||||
Accrued expenses | (180) | (180) | (506) | |
Total current liabilities | (180) | (180) | (506) | |
Other long-term liabilities | (3,266) | (3,311) | ||
Total liabilities | (3,446) | (3,491) | (506) | |
Total shareholders'(deficit) equity | (818,407) | (855,767) | (809,519) | |
Total liabilities and shareholders'(deficit) equity | (821,853) | (859,258) | (810,025) | |
Parent | Reportable Legal Entities | ||||
Current assets: | ||||
Cash and cash equivalents | 1 | 1 | 1 | 1 |
Total current assets | 1 | 1 | 1 | |
Investment in and advances to affiliates | (1,260) | 34,915 | 54,442 | |
Total assets | (1,259) | 34,916 | 54,443 | |
Current liabilities: | ||||
Total shareholders'(deficit) equity | (1,259) | 34,916 | 54,443 | |
Total liabilities and shareholders'(deficit) equity | (1,259) | 34,916 | 54,443 | |
Issuer | Reportable Legal Entities | ||||
Current assets: | ||||
Cash and cash equivalents | 3,006 | 2,822 | 3,254 | 4,209 |
Merchandise inventories | 455,428 | 467,262 | 469,973 | |
Prepaid expenses and other current assets | 68,015 | 88,346 | 66,680 | |
Total current assets | 526,449 | 558,430 | 539,907 | |
Property, fixtures and equipment at cost, net | 311,145 | 319,736 | 275,383 | |
Intangible assets, net | 20,302 | 20,964 | 23,882 | |
Investment in and advances to affiliates | 445,980 | 437,894 | 341,535 | |
Other long-term assets | 19,024 | 19,846 | 14,198 | |
Total assets | 1,322,900 | 1,356,870 | 1,194,905 | |
Current liabilities: | ||||
Accounts payable | 159,818 | 162,831 | 197,789 | |
Accrued payroll and benefits | 18,059 | 23,154 | 17,179 | |
Accrued expenses | 74,620 | 70,386 | 80,922 | |
Current maturities of long-term debt and obligations under capital leases | 1,447 | 1,395 | 471 | |
Total current liabilities | 253,944 | 257,766 | 296,361 | |
Long-term debt and obligations under capital leases, less current maturities | 937,882 | 929,377 | 695,713 | |
Other long-term liabilities | 137,104 | 138,810 | 150,210 | |
Total liabilities | 1,328,930 | 1,325,953 | 1,142,284 | |
Total shareholders'(deficit) equity | (6,030) | 30,917 | 52,621 | |
Total liabilities and shareholders'(deficit) equity | 1,322,900 | 1,356,870 | 1,194,905 | |
Guarantor Subsidiaries | Reportable Legal Entities | ||||
Current assets: | ||||
Cash and cash equivalents | 4,800 | 4,056 | 5,456 | $ 4,543 |
Merchandise inventories | 256,685 | 244,437 | 268,258 | |
Prepaid expenses and other current assets | 4,411 | 9,088 | 11,660 | |
Total current assets | 265,896 | 257,581 | 285,374 | |
Property, fixtures and equipment at cost, net | 311,941 | 315,598 | 366,885 | |
Intangible assets, net | 60,317 | 61,098 | 64,656 | |
Investment in and advances to affiliates | 373,687 | 382,958 | 413,542 | |
Other long-term assets | 955 | 863 | 411 | |
Total assets | 1,012,796 | 1,018,098 | 1,130,868 | |
Current liabilities: | ||||
Accrued payroll and benefits | 4,250 | 5,373 | 3,937 | |
Accrued expenses | 72,145 | 77,172 | 72,182 | |
Current maturities of long-term debt and obligations under capital leases | 4,082 | 3,999 | 212,948 | |
Total current liabilities | 80,477 | 86,544 | 289,067 | |
Long-term debt and obligations under capital leases, less current maturities | 52,243 | 53,292 | 38,564 | |
Other long-term liabilities | 55,639 | 53,412 | 46,339 | |
Total liabilities | 188,359 | 193,248 | 373,970 | |
Total shareholders'(deficit) equity | 824,437 | 824,850 | 756,898 | |
Total liabilities and shareholders'(deficit) equity | $ 1,012,796 | $ 1,018,098 | $ 1,130,868 |
CONDENSED CONSOLIDATING FINAN42
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2016 | May. 02, 2015 | |
Condensed Consolidating Statement of Operations | ||
Net sales | $ 591,007 | $ 610,938 |
Other income | 17,416 | 16,304 |
Total | 608,423 | 627,242 |
Costs and expenses: | ||
Costs of merchandise sold | 390,913 | 404,465 |
Selling, general and administrative | 216,185 | 218,686 |
Depreciation and amortization | 23,194 | 22,033 |
Amortization of lease-related interests | 1,007 | 1,101 |
Loss from operations | (22,876) | (19,043) |
Other income (expense): | ||
Interest expense, net | (15,086) | (15,190) |
Loss before income taxes | (37,962) | (34,233) |
Income tax (benefit) provision | (144) | (159) |
Net loss | (37,818) | (34,074) |
Consolidating Eliminations | ||
Costs and expenses: | ||
Selling, general and administrative | (5,116) | (7,403) |
Loss from operations | 5,116 | 7,403 |
Other income (expense): | ||
Intercompany income | (12,483) | (11,814) |
Equity in losses of subsidiaries | 38,140 | 37,790 |
Interest expense, net | 7,367 | 4,411 |
Loss before income taxes | 38,140 | 37,790 |
Income tax (benefit) provision | (91) | (77) |
Net loss | 38,231 | 37,867 |
Parent | Reportable Legal Entities | ||
Other income (expense): | ||
Equity in losses of subsidiaries | (37,962) | (34,233) |
Loss before income taxes | (37,962) | (34,233) |
Income tax (benefit) provision | (144) | (159) |
Net loss | (37,818) | (34,074) |
Issuer | Reportable Legal Entities | ||
Condensed Consolidating Statement of Operations | ||
Net sales | 357,496 | 360,466 |
Other income | 10,754 | 9,470 |
Total | 368,250 | 369,936 |
Costs and expenses: | ||
Costs of merchandise sold | 238,589 | 239,112 |
Selling, general and administrative | 133,118 | 134,831 |
Depreciation and amortization | 12,902 | 11,208 |
Amortization of lease-related interests | 468 | 495 |
Loss from operations | (16,827) | (15,710) |
Other income (expense): | ||
Intercompany income | 474 | 450 |
Equity in losses of subsidiaries | (178) | (3,557) |
Interest expense, net | (21,431) | (15,416) |
Loss before income taxes | (37,962) | (34,233) |
Income tax (benefit) provision | (144) | (159) |
Net loss | (37,818) | (34,074) |
Guarantor Subsidiaries | Reportable Legal Entities | ||
Condensed Consolidating Statement of Operations | ||
Net sales | 233,511 | 250,472 |
Other income | 6,662 | 6,834 |
Total | 240,173 | 257,306 |
Costs and expenses: | ||
Costs of merchandise sold | 152,324 | 165,353 |
Selling, general and administrative | 88,183 | 91,258 |
Depreciation and amortization | 10,292 | 10,825 |
Amortization of lease-related interests | 539 | 606 |
Loss from operations | (11,165) | (10,736) |
Other income (expense): | ||
Intercompany income | 12,009 | 11,364 |
Interest expense, net | (1,022) | (4,185) |
Loss before income taxes | (178) | (3,557) |
Income tax (benefit) provision | 235 | 236 |
Net loss | $ (413) | $ (3,793) |
CONDENSED CONSOLIDATING FINAN43
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2016 | May. 02, 2015 | |
Condensed Consolidating Statement of Comprehensive Loss | ||
Net loss | $ (37,818) | $ (34,074) |
Other comprehensive income, net of tax: | ||
Pension and postretirement benefit plans | 867 | 982 |
Comprehensive loss | (36,951) | (33,092) |
Consolidating Eliminations | ||
Condensed Consolidating Statement of Comprehensive Loss | ||
Net loss | 38,231 | 37,867 |
Other comprehensive income, net of tax: | ||
Pension and postretirement benefit plans | (867) | (982) |
Comprehensive loss | 37,364 | 36,885 |
Parent | Reportable Legal Entities | ||
Condensed Consolidating Statement of Comprehensive Loss | ||
Net loss | (37,818) | (34,074) |
Other comprehensive income, net of tax: | ||
Pension and postretirement benefit plans | 867 | 982 |
Comprehensive loss | (36,951) | (33,092) |
Issuer | Reportable Legal Entities | ||
Condensed Consolidating Statement of Comprehensive Loss | ||
Net loss | (37,818) | (34,074) |
Other comprehensive income, net of tax: | ||
Pension and postretirement benefit plans | 867 | 982 |
Comprehensive loss | (36,951) | (33,092) |
Guarantor Subsidiaries | Reportable Legal Entities | ||
Condensed Consolidating Statement of Comprehensive Loss | ||
Net loss | (413) | (3,793) |
Other comprehensive income, net of tax: | ||
Comprehensive loss | $ (413) | $ (3,793) |
CONDENSED CONSOLIDATING FINAN44
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2016 | May. 02, 2015 | |
Condensed Consolidating Statement of Cash Flows | ||
Net cash provided by (used in) operating activities | $ 12,278 | $ (17,830) |
Cash flows from investing activities: | ||
Capital expenditures | (12,626) | (24,448) |
Proceeds from sale of property, fixtures and equipment | 7 | |
Net cash used in investing activities | (12,619) | (24,448) |
Cash flows from financing activities: | ||
Payments on long-term debt and capital lease obligations | (144,117) | (139,000) |
Proceeds from issuance of long-term debt | 151,461 | 187,611 |
Deferred financing costs paid | (495) | |
Cash dividends paid | (991) | |
Restricted shares forfeited in lieu of payroll taxes | (120) | (399) |
Proceeds from stock options exercised | 454 | |
Decrease in book overdraft balances | (5,460) | (5,439) |
Net cash provided by financing activities | 1,269 | 42,236 |
Net increase (decrease) in cash and cash equivalents | 928 | (42) |
Cash and cash equivalents at beginning of period | 6,879 | 8,753 |
Cash and cash equivalents at end of period | 7,807 | 8,711 |
Consolidating Eliminations | ||
Condensed Consolidating Statement of Cash Flows | ||
Net cash provided by (used in) operating activities | (2,843) | |
Cash flows from investing activities: | ||
Intercompany investing activity | 630 | |
Net cash used in investing activities | 630 | |
Cash flows from financing activities: | ||
Intercompany financing activity | 2,213 | |
Net cash provided by financing activities | 2,213 | |
Parent | Reportable Legal Entities | ||
Condensed Consolidating Statement of Cash Flows | ||
Net cash provided by (used in) operating activities | 120 | 1,390 |
Cash flows from investing activities: | ||
Intercompany investing activity | (454) | |
Net cash used in investing activities | (454) | |
Cash flows from financing activities: | ||
Cash dividends paid | (991) | |
Restricted shares forfeited in lieu of payroll taxes | (120) | (399) |
Proceeds from stock options exercised | 454 | |
Net cash provided by financing activities | (120) | (936) |
Cash and cash equivalents at beginning of period | 1 | 1 |
Cash and cash equivalents at end of period | 1 | 1 |
Issuer | Reportable Legal Entities | ||
Condensed Consolidating Statement of Cash Flows | ||
Net cash provided by (used in) operating activities | 5,319 | (25,585) |
Cash flows from investing activities: | ||
Capital expenditures | (7,499) | (20,402) |
Intercompany investing activity | (176) | |
Proceeds from sale of property, fixtures and equipment | 7 | |
Net cash used in investing activities | (7,492) | (20,578) |
Cash flows from financing activities: | ||
Payments on long-term debt and capital lease obligations | (143,149) | (135,973) |
Proceeds from issuance of long-term debt | 151,461 | 187,611 |
Intercompany financing activity | (991) | |
Deferred financing costs paid | (495) | |
Decrease in book overdraft balances | (5,460) | (5,439) |
Net cash provided by financing activities | 2,357 | 45,208 |
Net increase (decrease) in cash and cash equivalents | 184 | (955) |
Cash and cash equivalents at beginning of period | 2,822 | 4,209 |
Cash and cash equivalents at end of period | 3,006 | 3,254 |
Guarantor Subsidiaries | Reportable Legal Entities | ||
Condensed Consolidating Statement of Cash Flows | ||
Net cash provided by (used in) operating activities | 6,839 | 9,208 |
Cash flows from investing activities: | ||
Capital expenditures | (5,127) | (4,046) |
Net cash used in investing activities | (5,127) | (4,046) |
Cash flows from financing activities: | ||
Payments on long-term debt and capital lease obligations | (968) | (3,027) |
Intercompany financing activity | (1,222) | |
Net cash provided by financing activities | (968) | (4,249) |
Net increase (decrease) in cash and cash equivalents | 744 | 913 |
Cash and cash equivalents at beginning of period | 4,056 | 4,543 |
Cash and cash equivalents at end of period | $ 4,800 | $ 5,456 |
SUBSEQUENT EVENT (Details)
SUBSEQUENT EVENT (Details) - Subsequent Event $ in Thousands | Jun. 01, 2016USD ($)propertyitem |
Sale-leaseback | |
Number of properties to be sold | property | 3 |
Lease term of pending agreement | 20 years |
Pending number of optional renewal terms | item | 3 |
Renewal term of pending lease | 10 years |
Pending annual basic rent payable | $ 3,932 |
Minimum | |
Sale-leaseback | |
Proceeds from pending sale of properties | $ 44,935 |