UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K

 

 

 

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: January 28, 2012February 1, 2014

OR

 

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-51300

 

 

ZUMIEZ INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Washington 91-1040022

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification No.)

6300 Merrill Creek Parkway, Suite B,4001 204th Street SW 
Everett,Lynnwood, Washington 9820398036
(Address of principal executive offices) (Zip Code)

(425) 551-1500

(Registrant’s telephone number, including area code)

 

 

Securities registered under Section 12(b) of the Act:Common Stock

Name of each exchange on which registered:The Nasdaq Global Select Market

Securities registered under Section 12(g) of the Act:None

Indicate by check mark if the Registrantregistrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the Registrantregistrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the Registrantregistrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the last ninety90 days.    Yes  x    No  ¨

Indicate by check mark whether the Registrantregistrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’sregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10–K.10-K.    ¨

Indicate by check mark whether the Registrantregistrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨x Accelerated filer x¨
Non-accelerated filer ¨   Smaller reporting company ¨

Indicate by check mark if the Registrantregistrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

AsThe aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of the last business day of the second fiscal quarter, July 30, 2011, the aggregate market value of the Registrant’s voting and non-voting stock held by non-affiliates of the RegistrantAugust 2, 2013, was $584,285,938 using the closing sales price on that day of $26.57.$631,553,372.

At March 6, 2012,7, 2014, there were 31,170,12529,134,210 shares outstanding of common stock.

DOCUMENTS INCORPORATED BY REFERENCE

The information required by Part III of this report is incorporated by reference from the Registrant’s definitive proxy statement, relating to the Annual Meeting of Shareholders scheduled to be held May 23, 2012,21, 2014, which definitive proxy statement will be filed not later than 120 days after the end of the fiscal year to which this report relates.

 

 

 


ZUMIEZ INC.

FORM 10-K

TABLE OF CONTENTS

 

PART I

 

Item 1.

  

Business

  3

Item 1A.

  

Risk Factors

  1110

Item 1B.

 ��

Unresolved Staff Comments

  2321

Item 2.

  

Properties

  2321

Item 3.

  

Legal Proceedings

  2321

Item 4.

  

Mine Safety Disclosures

  2321

PART II

 

Item 5.

  

Market for the Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

  2422

Item 6.

  

Selected Financial InformationData

  2625

Item 7.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

  2826

Item 7A.

  

Quantitative and Qualitative Disclosures About Market Risk

  4041

Item 8.

  

Consolidated Financial Statements and Supplementary Data

  4042

Item 9.

  

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

  4042

Item 9A.

  

Controls and Procedures

  4042

Item 9B.

  

Other Information

  4045

PART III

 

Item 10.

  

Directors, Executive Officers and Corporate Governance

  4145

Item 11.

  

Executive Compensation

  4145

Item 12.

  

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

  4145

Item 13.

  

Certain Relationships and Related Transactions, and Director Independence

  4145

Item 14.

  

Principal Accountant Fees and Services

  4145

PART IV

 

Item 15.

  

Exhibits, and Consolidated Financial StatementsStatement Schedules

  4246

Signatures

  4375


ZUMIEZ INC.

FORM 10-K

PART I.

This Form 10-K contains forward-looking statements. These statements relate to our expectations for future events and future financial performance. Generally, the words “anticipates,” “expects,” “intends,” “may,” “should,” “plans,” “believes,” “predicts,” “potential,” “continue” and similar expressions identify forward-looking statements. Forward-looking statements involve risks and uncertainties, and future events and circumstances could differ significantly from those anticipated in the forward-looking statements. These statements are only predictions. Actual events or results may differ materially. Factors which could affect our financial results are described in Item 1A below and in Item 7 of Part II of this Form 10-K. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor any other person assume responsibility for the accuracy and completeness of the forward-looking statements. We undertake no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results or to changes in our expectations.

We use a fiscal calendar widely used by the retail industry that results in a fiscal year consisting of a 52- or 53-week period ending on the Saturday closest to January 31. Each fiscal year consists of four 13-week quarters, with an extra week added to the fourth quarter every five or six years. Fiscal 2014 will be the 52-week period ending January 31, 2015. Fiscal 2013 was the 52-week period ending February 1, 2014. Fiscal 2012 was the53-week period ending February 2, 2013. Fiscal 2011 was the 52-week period ending January 28, 2012. Fiscal 2010 was the 52-week period ending January 29, 2011. Fiscal 2009 was the 52-week period ended January 30, 2010. Fiscal 2008 was the 52-week period ended January 31, 2009.

“Zumiez,” the “Company,” “we,” “us,” “its,” “our” and similar references refer to Zumiez Inc. and its wholly-owned subsidiaries.

 

Item 1.BUSINESS

Zumiez Inc., a Washington corporation, is a leading multi-channel specialty retailer of action sports related apparel, footwear, equipmentaccessories and accessories operating under the Zumiez brand name. At January 28, 2012, we operated 444 stores primarily located in shopping malls, giving us a presence in 38 stateshardgoods, focusing on skateboarding, snowboarding, surfing, motocross and Canada. Our stores cater tobicycle motocross (“BMX”) for young men and women between the ages of 12 and 24 who seek popular brands representing an action sport lifestyle centered on activities that include skateboarding, surfing, snowboarding, bicycle motocross (or “BMX”) and motocross. We support the action sports lifestyle and promote our brand through a multi-faceted marketing approach that is designed to integrate our brand image with our customers’ activities and interests. This approach, combined with our differentiated merchandising strategy, store design, comprehensive training programs and passionate employees, allows us to provide an experience for our customers that we believe is consistent with their attitudes, fashion tastes and identities and is otherwise unavailable in most malls. In addition, we operate a website that sells merchandise online and provides content and a community for our target customers. The Companywomen. Zumiez Inc. was formed in August 1978.1978 and is a Washington State corporation.

At February 1, 2014, we operated 551 stores; 511 in the United States (“U.S.”), 28 in Canada and 12 in Europe. We operate under the names Zumiez and Blue Tomato. Additionally, we operate ecommerce websites at www.zumiez.com and www.blue-tomato.com.

We completed the acquisition of Snowboard Dachstein Tauern GmbH and Blue Tomato Graz Handel GmbH (collectively, “Blue Tomato”) during fiscal 2012. Blue Tomato is a multi-channel retailer for board sports and related apparel and footwear that operates primarily in the European marketplace.

We operate a sales strategy that integrates our stores with our ecommerce platform. There is significant interaction between our in-store sales and our ecommerce sales channels and we believe that they are utilized in tandem to serve our customers. Our stores bring the look and feel of an independent specialty shop to the mall by emphasizing the action sports lifestyle through a distinctive store environment and high-energy sales personnel. We seek to staff our stores with store associates who are knowledgeable users of our products, which we believe provides our customers with enhanced customer service and supplements our ability to identify and react quickly to emerging trends and fashions. We design our stores to appeal to teenagers and young adults and to serve as a destination for our customers. Most of our stores, which average approximately 2,900 square feet, feature couches and action sports oriented video game stations that are intended to encourage our customers to shop for longer periods of time and to interact with each other and our store associates. To increase customer traffic, we generally locate our stores near busy areas of the mall such as food courts, movie theaters, game stores and other popular teen retailers. We believe that our distinctive store conceptconcepts and compelling store economics will provide continued opportunities for growth in both new and existing markets.

We believe that our customers desire authentic merchandise and fashion that is rooted in the action sports lifestyle and reflects their individuality. We strive to keep our merchandising mix fresh by continuously introducing new brands, styles and categories of product. Our focus on a diverse collection of brands allows us to

quickly adjust to changing fashion trends. We believe that our strategic mix of apparel, footwear, accessories and hardgoods, including skateboards, snowboards, bindings, components and other equipment, allows us to strengthen the potential of the brands we sell and helps to affirm our credibility with our customers. In addition, we supplement our storesmerchandise mix with a select offering of private label apparel and products as a value proposition that we believe complements our overall merchandise selection.

Over our 33-year35-year history, we have developed a corporate culture based on a passion for the action sports lifestyle. Our management philosophy emphasizes an integrated combination of results measurement, training and incentive programs, all designed to drive sales productivity at the individual store associate level. We empower our managers to make store-level business decisions and consistently reward their success. We seek to enhance the productivity of our employees and encourage their advancement by offering comprehensive in-store, regional and national training programs, which we refer to collectively as “Zumiez University.” We have:

 

increased our store count from 235343 as of the end of fiscal 20062008 to 444551 as of the end of fiscal 2011,2013, representing a compound annual growth rate of 13.6%9.9%;

experienced weighted-average net sales per square foot of $416 for our last five fiscal years ending with fiscal 2011, from a peak of net sales per square foot of $491 in fiscal 2006;

 

increased net sales from $298.2$408.7 million in fiscal 20062008 to $555.9$724.3 million in fiscal 2011,2013, representing a compound annual growth rate of 13.3%12.1%;

increased ecommerce sales from 1.5% of net sales in fiscal 2008 to 12.3% in fiscal 2013, representing a compound annual growth rate of 70.8%;

 

been profitable in every fiscal year of our 33-year35-year history.

Competitive Strengths

We believe that the following competitive strengths differentiate us from our competitors and are critical to our continuing success.

Attractive Lifestyle Retailing Concept. We target a large population of 12 to 24 year olds,young men and women, many of whom we believe are attracted to the action sports lifestyle and desire to promote their personal independence and style through the apparel, shoesfootwear and accessories they wear and the equipment they use. We believe that action sports is a permanent aspect of youth culture, reaching not only consumers that actually participate in action sports, but also those who seek brands and styles that fit a desired action sports image. We believe we have developed a brand image that our customers view as consistent with their attitudes, fashion tastes and identity that should allow us to benefit in our market.

Differentiated Merchandising Strategy. We have created a highly differentiated retailing concept by offering an extensive selection of current and relevant action sports brands encompassing apparel, footwear, equipmentaccessories and accessories.hardgoods. The breadth of merchandise offered at our stores exceeds that offered by many other action sports specialty stores and includes some brands and products that are available only at our stores within many malls only at our stores.or shopping areas. The action sports lifestyle includes activities that are popular at different times throughout the year, providing us the opportunity to shift our merchandise selection seasonally. Many of our customers desire to update their wardrobes and equipment as fashion trends evolve or the action sports season dictates. We believe that our ability to quickly recognize changing brand and style preferences and transition our merchandise offerings allows us to continually provide a compelling offering to our customers.

Deep-rooted Culture. Our culture and brand image enable us to successfully attract and retain high quality employees who are passionate and knowledgeable about the products we sell. We place great emphasis on customer service and satisfaction, and we have made this a defining feature of our corporate culture. To preserve our culture, we strive to promote store managers from within and they are given extensive responsibility for most

aspects of store level management. Wewe provide these managersour employees with the knowledge and tools to succeed through our comprehensive training programs and the flexibility to manage their stores to meet localized customer demand. Our store leadership at the district manager level and above have all been promoted from within the Zumiez system and their leadership provides unique value and insight to our store managers and sales associates.

Distinctive StoreCustomer Experience. We strive to provide a convenient shopping environment that is appealing and clearly communicates our distinct brand image. Our stores are designed to reflect an “organized chaos” that we believe is consistent with many teenagers’ and young adults’ lifestyles. We seek to attract knowledgeable store associates who identify with the action sports lifestyle and are able to offer superior customer service, advice and product expertise. To further enhance our customers’ experience, most of our stores feature areas with couches and action sports oriented video game stations that are intended to encourage our customers to shop for longer periods of time, to interact with each other and our store associates in a familiar and comfortable setting and to visit our stores more frequently. We believe that our distinctive store environment enhances our image as a leading source for apparel and equipment for the action sports lifestyle.

Disciplined Operating Philosophy. We have an experienced senior management team. Our management team has built a strong operating foundation based on sound retail principles that underlie our unique culture. Our philosophy emphasizes an integrated combination of results measurement, training and incentive programs, all designed to drive sales productivity to the individual store associate level. Our comprehensive training programs are designed to provide our home office staff, managers and store associatesemployees with enhanced product knowledge, selling skills and operational expertise. We believe that our merchandising team’steams’ immersion in the action sports lifestyle, supplemented with feedback from our customers, store associates and store leadership, and managers, allows us to consistently identify and react to emerging fashion trends. We believe that this, combined with our inventory planning and allocation processes and systems, helps us better manage markdown and fashion risk.

High-Impact, Integrated Marketing Approach. We seek to build relationships with our customers through a multi-faceted marketing approach that is designed to integrate our brand imageimages with the action sports lifestyle. Our marketing efforts focus on reaching our customers in their environment and feature extensive grassroots marketing events, such as the Zumiez Couch Tour, which is a series of interactive sports, music and lifestyle events held at various locations throughout the United States.events. Our marketing efforts also incorporate local sporting and music event promotions, advertising in magazines popular with our target market, interactive contest sponsorships that actively involve our customers with our brands and products and various social network channels such as Facebook and Twitter.channels. Events and activities such as these provide opportunities for our customers to develop a strong identity with our culture and brand.brands. We believe that our immersion in the action sports lifestyle allows us to build credibility with our customers and gather valuable feedback on evolving customer preferences.

Growth Strategy

We intend to expand our presence as a leading action sports lifestyle retailer by:

Opening New Store Locations. We believe that the action sports lifestyle has appeal that provides store expansion opportunities throughout the countryU.S. and internationally. During the last three fiscal years, ending with fiscal 2011, we have opened 108or acquired 163 new stores consisting of 59 stores in fiscal 2013, 59 stores in fiscal 2012 and 45 stores in fiscal 2011, 27 stores in fiscal 2010 and 36 stores in fiscal 2009.2011. We have successfully opened stores in diverse markets throughout the United StatesU.S. and Canada,internationally, which we believe demonstrates the portability and growth potential of our concept.concepts. To take advantage of what we believe to be a compelling economic store model, we plan to open approximately 5055 new stores in fiscal 2012,2014, including stores in our existing markets and in new markets domestically and in Canada.internationally. The number of anticipated store openings may increase or decrease due to market conditions.conditions and other factors.

Continuing to Generate Sales Growth through Improved Store Level Productivity and Continued Ecommerce Sales Growth. We seek to maximize our comparable store sales, including sales from our ecommerce site,businesses, and net sales per square foot by maintaining consistent store-level execution and offering our customers a

broad and relevant selection of action sports brands and products. We seek to continue to grow our ecommerce sales with a continued focus on enhancing and integrating the unique Zumiez and Blue Tomato brand experienceexperiences through this channel. In fiscal 2011, 20102013, 2012 and 2009,2011, ecommerce sales represented 7.3%12.3%, 4.7%11.2% and 2.5%7.3% of our total net sales.

Enhancing our Brand Awareness through Continued Marketing and Promotion. We believe that a key component of our success is the brand exposure that we receive from our marketing events, promotions and activities that embody the action sports lifestyle. These are designed to assist us in increasing brand awareness in our existing markets and expanding into new markets by strengthening our connection with our target customer base. We believe that our marketing efforts have also been successful in generating and promoting interest in our product offerings. In addition, we use our ecommerce presence, designed to convey our passion for the action sports lifestyle, to increase our brand awareness. We plan to continue to expand our integrated marketing efforts by promoting more events and activities in our existing and new markets. We also benefit from branded vendors’ marketing.

Merchandising and Purchasing

Our goal is to be viewed by our customers as the definitive source of merchandise for the action sports lifestyle.lifestyle across all channels in which we operate. We believe that the breadth of merchandise offered at our stores,that we offer, which includes apparel, footwear, equipmentaccessories and accessories,hardgoods, exceeds that offered by many other action sports specialty stores at a single location, and makes our storesus a single-stop purchase destination for our target customers. Our apparel offerings include tops, bottoms, outerwear and accessories such as caps, bags and backpacks, belts, jewelry and sunglasses. Our footwear offerings primarily consist of action sports related athletic shoes and sandals. Our equipment offerings, or hardgoods, include skateboards, snowboards and ancillary gear such as boots and bindings. We also offer a selection of other items, such as miscellaneous novelties.

We seek to identify action sports oriented fashion trends as they develop and to respond in a timely manner with a relevant in-store product assortment. We strive to keep our merchandising mix fresh by continuously introducing new brands or styles in response to the evolving desires of our customers. We also take advantage of the change in action sports seasons during the year to maintain an updated product selection. Our merchandise mix may vary by region and country, reflecting the specific action sports preferences and seasons in different parts of the country.each market.

We believe that offering an extensive selection of current and relevant brands used and sometimes developed by professional action sports athletes is integral to our overall success. No single brand, including private label, accounted for more than 6.3%7.6%, 6.5%9.0% and 7.1%6.3% of our net sales in fiscal 2011, 20102013, 2012 and 2009.2011. We believe that our strategic mix of both apparel, footwear, accessories and hardgoods including skateboards, snowboards, bindings, components and other equipment, allows us to strengthen the potential of the brands we sell and affirms our credibility with our customers.

We believe that our ability to maintain an image consistent with the action sports lifestyle is important to our key vendors. Given our scale and market position, we believe that many of our key vendors view us as an important retail partner. This position helps ensure our ability to procure a relevant product assortment and quickly respond to the changing fashion interests of our customers. Additionally, we believe we are presented with a greater variety of products and styles by some of our vendors, as well as certain specially designed items that arewe exclusively distributed to our stores.distribute. We supplement our merchandise assortment with a select offering of private label products across many of our apparel product categories. Our private label products complement the branded products we sell, and some of our private label brands allow us to cater to the more value-oriented customer. For fiscal 2011, 20102013, 2012 and 20092011, our private label merchandise represented 17.7%, 18.0%16.9% and 15.7%17.7% of our net sales.

Our purchasing approach focuses on quality, speed and cost in order to provide timely delivery of merchandise to our stores. We have developed a disciplined approach to buying and a dynamic inventory planning and allocation process to support our merchandise strategy. We utilize a broad vendor base that allows

us to shift our merchandise purchases as required to react quickly to changing consumer demands and market conditions. We manage the purchasing and allocation process by reviewing branded merchandise lines from new and existing vendors, identifying emerging fashion trends and selecting branded merchandise styles in quantities, colors and sizes to meet inventory levels established by management. We also coordinate inventory levels in connection with individual storestores’ sales strength, our promotions and seasonality. Our management information systems provide us with current inventory levels at each store and for our Company as a whole, as well as current selling history within each store by merchandise classification and by style. We purchase most of our branded merchandise from domestic vendors.

Our merchandising staff remains in tune with the action sports culture by participating in action sports, attending relevant events and concerts, watching action sports related programming and reading action sports publications.publications and relevant social network channels. In order to identify evolving trends and fashion preferences, our staff spends considerable time analyzing sales data, by category and brand down to the stock keeping unit, or “SKU” (an identification used for inventory tracking purposes) level, gathering feedback from our stores and customers, shopping in key markets and soliciting input from our vendors. As part of our feedback collection process, our merchandise team receives merchandise requests from both customers and store associates and meets with our store managers two to three times per year to discuss current customer trends.

We source our private label merchandise from primarily foreign manufacturers around the world. We have cultivated our private label sources with a view towards high quality merchandise, production reliability and consistency of fit. We believe that our knowledge of fabric and production costs combined with a flexible sourcing base enables us to source high-quality private label goods at favorable costs.

Distribution and Fulfillment

Timely and efficient distribution of merchandise to our stores is an important component of our overall business strategy. During fiscal 2010, we relocated our distribution center from Everett, Washington to Corona, California to reduce distribution costs, expand capacity and increase speed of merchandise delivery to our customers. At our Corona, California facility, merchandise is inspected, allocated to stores, ticketed when necessary and boxed for distribution to our stores. Each store is typically shipped merchandise five times a week, providing our stores with a steady flow of new merchandise. We currently use United Parcel Service to ship the majority of our merchandise to our stores. Our current ecommerce fulfillment center is located in Everett, Washington. Subsequent to the fiscal 2011 year end, we entered into a 10 year lease agreement to lease up to 153,095 square feet in Edwardsville, Kansas for the purpose of relocating our ecommerce fulfillment center. We plan to move into this new leased space in fiscal 2012. We believe our distribution and ecommerce fulfillment infrastructure is sufficient to accommodate our expected store and ecommerce growth over the next several years.

Stores

Store Locations.All of our stores are leased and substantially all are located in shopping malls of different types. At January 28, 2012,February 1, 2014, we operated 434551 stores in the United States and 10 stores in Canada as shown below:following locations:

 

United States

                         
Alaska   3    Idaho   6    Montana   4    Rhode Island   1  
Arizona   13    Illinois   16    New Jersey   18    South Dakota   2  
California   77    Indiana   8    New Hampshire   4    Texas   45  
Colorado   18    Kansas   3    Nevada   9    Utah   12  
Connecticut   8    Maine   2    New Mexico   5    Virginia   7  
Delaware   3    Maryland   9    New York   30    Washington   24  
Florida   18    Massachusetts   8    North Carolina   4    Wisconsin   13  
Georgia   3    Michigan   6    Oklahoma   6    Wyoming   2  
Hawaii   2    Minnesota   11    Oregon   12      
Iowa   2    Missouri   2    Pennsylvania   18      

United States - 511 Stores

                  
Alabama   1    Indiana   10    Nebraska   1    Rhode Island   2  
Alaska   3    Iowa   4    New Hampshire   6    South Carolina   2  
Arizona   13    Kansas   3    New Jersey   19    South Dakota   2  
California   82    Kentucky   1    Nevada   8    Tennessee   6  
Colorado   18    Louisiana   2    New Mexico   5    Texas   48  
Connecticut   9    Maine   3    New York   32    Utah   14  
Delaware   3    Maryland   10    North Carolina   8    Virginia   11  
Florida   23    Massachusetts   11    Ohio   4    Washington   25  
Georgia   7    Michigan   8    Oklahoma   6    West Virginia   2  
Hawaii   5    Minnesota   11    Oregon   13    Wisconsin   14  
Idaho   6    Missouri   7    Pennsylvania   19    Wyoming   2  
Illinois   17    Montana   5          

Canada - 28 Stores

          
Alberta   5    New Brunswick   1          
British Columbia   8    Nova Scotia   1          
Manitoba   1    Ontario   12          

Europe - 12 Stores

          
Austria   5              
Germany   7              

Canada

British Columbia3
Ontario7

Approximately 29% of our stores have been opened or remodeled within the previous three fiscal years ending with fiscal 2011. The following table shows the number of stores (excluding temporary stores that we operate from time to time for special events) opened, acquired and closed in each of our last three fiscal years:

 

Fiscal Year

  Stores
Opened
  Stores
Closed
  Total Number of
Stores End of Year
  

Stores

Opened

  

Stores

Acquired

  

Stores

Closed

  

Total Number of
  Stores End of Year  

2013

  59  0  6  551

2012

  53  6  5  498

2011

  45  1  444  45  0  1  444

2010

  27  4  400

2009

  36  2  377

Store Design and Environment.We design our stores to create a distinctive and engaging shopping environment that we believe resonates with our customers and it reflects an “organized chaos” that is consistent with many teenagers’ and young adults’ lifestyles.customers. Our stores feature an industrial look, with concrete floors and open ceilings, dense merchandise displays, action sports focused posters and signage and popular music, all of which are consistent with the look and feel of an independent action sports specialty shop. Most of ourOur stores have couches and action sports oriented video game stations that are intendeddesigned to encourage our customers to shop for longer periods of time, to interact with each other and our store associates and to visit our stores more frequently. Our stores are constructed and finished to allow us to efficiently shift merchandise displays throughout the year as the action sports season dictates. We believe that our store atmosphere enhances our image as a leading provider of action sports lifestyle merchandise.

At January 28, 2012,February 1, 2014, our stores averaged approximately 2,9003,000 square feet. All references in this Annual Report on Form 10-K to square footage of our stores refers to gross square footage, including retail selling, storage and back-office space. In fiscal 2012,2014, we plan on opening new stores with square footage similar to this average. New stores’ size is determined by our expected sales volume; for instance, if we project higher sales, we generally try to build larger stores and, conversely, if we believe stores will be lower volume stores we generally try to build smaller stores.

Expansion Opportunities and Site Selection.In selecting a location for a new store, we target high-traffic mall spacelocations with suitable demographics and favorable lease terms. WeFor mall locations, we seek locations near busy areas of the mall such as food courts, movie theaters, game stores and other popular teen retailers. We generally

locate our stores in malls in which other teen-oriented retailers have performed well. We also focus on evaluating the market and mall-specific competitive environment for potential new store locations. We seek to diversify our store locations regionally and by caliber of mall. We have currently identified a number of potential sites for new stores in malls with appropriate market characteristics.

We have successfully and consistently implemented our store concept across a variety of mall classifications and geographic locations. Our 27 new stores opened in fiscal 2010 generated average net sales of approximately $1.0 million per store in fiscal 2011 during their first full year of operation. In fiscal 2011, we opened 45 stores with an average net capital investment of approximately $0.3 million per store by negotiating favorable terms with our construction contractors and obtaining tenant improvement allowances from landlords. In addition to capital investments, we make working capital investments between $0.1 million and $0.3 million per store consisting primarily of merchandise inventory. However, our capital investment to open new stores and net sales generated by new stores vary significantly and depend on a number of factors, including manager and sales associate competency and tenure, the geographic location, type of mall, sales volume of the mall and square footage of those stores. Accordingly, net sales and other operating results for stores that we open or have opened

subsequent to the end of fiscal 2011, as well as our net capital investment to open those stores, may differ substantially from net sales and other operating results and our net capital investment for the stores we opened in prior years.

Store Management, Operations and Training. We believe that our success is dependent in part on our ability to attract, train, retain and motivate qualified employees at all levels of our organization. We have developed a corporate culture that we believe empowers the individual store managers to make store-level business decisions and consistently rewards their success. We are committed to improving the skills and careers of our workforce and providing advancement opportunities for employees, as evidenced by a significant number of our store managers that began their careers with us as store associates.employees.

Our store operations are currently organized into divisions, regions and districts. Each division is managed by a divisional manager, responsible for approximately one third of our stores. Each region is managed by a regional manager, responsible for approximately 50 stores. We employ one district manager per district, responsible for the sales and operations of approximately 10 stores. Each of our stores is typically staffed with one store manager, one or more assistant managers and two or more store associates, depending on the season and sales volume of the store. The number of store associates we employ generally increases during peak selling seasons, particularly the back-to-school and the winter holiday seasons, and will increase to the extent that we open new stores.

We believe we provide our managers with the knowledge and tools to succeed through our comprehensive training programs and the flexibility to manage their stores to meet customer demands. While general guidelines for our merchandise assortments, store layouts and in-store visuals are provided by our home office,offices, we give our store managers and district managers substantial discretion to tailor their stores to the individual market and empower them to make store-level business decisions. We design group training programs for our managers such as our “Zumiez Managers Retreat,” and “Rocktober,” to improve both operational expertise and supervisory skills. Our comprehensive training programs are offered at the store, regional and national levels. Our programs allow managers from all geographic locations to interact with each other and exchange ideas to better operate stores. Our store, district, and regional managers are compensated in part based on the sales volume of the store or stores they manage.

Our store associates generally have an interest in the action sports lifestyle and are knowledgeable about our products. Through our training, evaluation and incentive programs, we seek to enhance the productivity of our store associates. Our store associates receive extensive training from their managers to improve their product expertise and selling skills. We evaluate our store associates weekly on measures such as sales per hour, units per transaction and dollars per transaction to ensure consistent productivity, to reward top performers and to identify potential training opportunities. We provide sales incentives for store associates such as sales-based commissions in addition to hourly wages and our annual “Zumiez 100K” event, which recognizes outstanding sales performance in a resort setting that combines recreation and education. These and other incentive programs are designed to promote a competitive, yet fun, corporate culture that is consistent with the action sports lifestyle we seek to promote.

Marketing and Advertising

We seek to reach our target customer audience through a multi-faceted marketing approach that is designed to integrate our brand image with the action sports lifestyle. Our marketing efforts focus on reaching our customers in their environment, and feature extensive grassroots marketing events, which give our customers an opportunity to experience and participate in the action sports lifestyle. Our grassroots marketing events are built around the demographics of our customer base and offer an opportunity for our customers to develop a strong identity with our brandbrands and culture. For example, the Zumiez Couch Tour is a series of entertainment events that includes skateboarding demonstrations from top professionals, autograph sessions, competitions and live music, and has featured some of today’s most popular personalities in action sports and music. The Zumiez Couch Tour

provides a high-impact platform where customers can interact with some of their favorite action sports athletes and vendors can showcase new products. In fiscal 2011, our Zumiez Couch Tour completed a twelve-city tour across the United States.

Our marketing efforts also incorporate local sporting and music event promotions, advertising in magazines popular with our target market, interactive contest sponsorships that actively involve our customers with our brands and products, the Zumiez Stash, which is our customer loyalty program, catalogs and various social network channels such as Facebook and Twitter.channels. We believe that our immersion in the action sports lifestyle allows us to build credibility with our target audience and gather valuable feedback on evolving customer preferences.

Distribution and Fulfillment

Timely and efficient distribution of merchandise to our stores is an important component of our overall business strategy. Domestically, our distribution center is located in Corona, California. At this facility, merchandise is inspected, allocated to stores, ticketed when necessary and boxed for distribution to our stores. Each store is typically shipped merchandise five times a week, providing our stores with a steady flow of new merchandise.

During fiscal 2012, we relocated our domestic ecommerce fulfillment center from Everett, Washington to Edwardsville, Kansas to provide the additional capacity needed to support the continued growth of our domestic ecommerce operations, while also increasing the speed at which we get product to our customers. Additionally, we utilize our domestic store network to provide fulfillment services for certain customer purchases.

Internationally, we operate a combined distribution and ecommerce fulfillment center located in Graz, Austria that supports our Blue Tomato ecommerce and store operations in Europe and we operate a distribution center located in Delta, British Columbia, Canada to distribute our merchandise to our Canadian stores.

Management Information Systems

Our management information systems provide integration of store, merchandising, distribution, financial and human resources functions. The systems include applications related to point-of-sale, inventory management, supply chain, planning, sourcing, merchandising and financial reporting. We continue to invest in technology to align our systems with our business requirements and to support our continuing growth.

Competition

The teenage and young adult retail apparel, hardgoods and accessories industry is highly competitive. We compete with other retailers for vendors, customers, suitable store locations and qualified store associates and management personnel. In the softgoods markets,market, which includes apparel, accessoriesfootwear and footwear,accessories, we currently compete with other teenage-focused retailers such as Abercrombie & Fitch, Aeropostale, American Apparel, American Eagle Outfitters, Billabong, CCS, Forever 21, Hollister, Hot Topic, Old Navy, Pacific Sunwear of California, The Buckle, Wet Seal, Tilly’steenage and Urban Outfitters.young adult focused retailers. In addition, in the softgoods markets we compete with independent specialty shops, department stores and direct marketers that sell similar lines of merchandise and target customers through catalogs and ecommerce. In the hardgoods markets, which includes skateboards, snowboards, bindings, components and other equipment, we compete directly or indirectly with the following categories of companies: other specialty retailers that compete with us across a significant portion of our merchandising categories, such as local snowboard and skate shops; large-format sporting goods stores and chains such as Big 5 Sporting Goods, Dick’s Sporting Goods, Sport Chalet and The Sports Authority and ecommerce retailers.

Competition in our sector is based on, among other things, merchandise offerings, store location, price and the ability to identify with the customer. We believe that weour ability to compete favorably with many of our competitors based onis due to our differentiated merchandising strategy, compelling store environment and deep-rooted culture.

Seasonality

Historically, our operations have been seasonal, with the largest portion of net sales and net income occurring in the third and fourth fiscal quarters, reflecting increased demand during the back-to-school and winter holiday selling seasons. During fiscal 2011,2013, approximately 61%58% of our net sales occurred in the third and fourth quarters combined, similar to previous years. As a result of this seasonality, any factors negatively affecting us during the last half of the year, including unfavorable economic conditions, adverse weather or our ability to acquire seasonal merchandise inventory, could have a material adverse effect on our financial condition and results of operations for the entire year. Our quarterly results of operations may also fluctuate based upon such factors as the timing of certain holiday seasons, the popularity of seasonal merchandise offered, the timing and amount of markdowns, store remodels and closings, competitive influences and the number and timing of new store openings.openings, remodels and closings.

Trademarks

The “Zumiez” trademarkand “Blue Tomato” trademarks and certain other trademarks, have been registered, or are the subject of pending trademark applications, with the United StatesU.S. Patent and Trademark Office and with the registries of certain

foreign countries. We regard our trademarks as valuable and intend to maintain such marks and any related registrations and vigorously protect our trademarks. We also own numerous domain names, which have been registered with the Corporation for Assigned Names and Numbers.

Employees

At January 28, 2012,February 1, 2014, we employed approximately 1,3501,800 full-time and approximately 3,3303,800 part-time employees globally, of which approximately 380 were employed at our home office, distribution center and ecommerce fulfillment center and approximately 4,300 at our store locations.globally. However, the number of part-time employees fluctuates depending on our seasonal needs and in fiscal 2011, varied from between approximately 2,300generally increases during peak selling seasons, particularly the back-to-school and 5,900 part-time employees.the winter holiday seasons. None of our employees are represented by a labor union and we believe generally that our relationship with our employees is good.

Financial Information about Segments

See Note 17, “Segment Reporting,” in the Notes to Consolidated Financial Statements found in Part IV Item 15 of this Form 10-K, for information regarding our segments, product categories and certain geographical information.

Available Information

Our principal website address is www.zumiez.com. We make available, free of charge, our proxy statement, annual report to shareholders, annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (“SEC”) at http://ir.zumiez.com. Information available on our website is not incorporated by reference in, and is not deemed a part of, this Form 10-K. The SEC maintains a website that contains electronic filings by Zumiez and other issuers at www.sec.gov. In addition, the public may read and copy any materials Zumiez files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

 

Item 1A.RISK FACTORS

Investing in our securities involves a high degree of risk. The following risk factors, issues and uncertainties should be considered in evaluating our future prospects. In particular, keep these risk factors in mind when you read “forward-looking” statements elsewhere in this report. Forward-looking statements relate to our expectations for future events and time periods. Generally, the words “anticipate,“anticipates,“believe,“expects,“expect,“intends,“intend”“may,” “should,” “plans,” “believes,” “predicts,” “potential,” “continue” and similar expressions identify forward-looking statements. Forward-looking statements involve risks and uncertainties, and future events and circumstances could differ significantly from those anticipated in the forward-looking statements. Any of the following risks could harm our business, operating results or financial condition and could result in a complete loss of your investment. Additional risks and uncertainties that are not yet identified or that we currently think are immaterial may also harm our business and financial condition in the future.

Significant fluctuations and volatility in the price of cotton, foreign labor costs and other raw materials used in the production of our merchandise may have a material adverse effect on our business, results of operations and financial conditions.

Increases in the cost of cotton, foreign labor costs or other raw materials used in the production of our merchandise can result in higher costs in the price we pay for this merchandise. The costs for cotton are affected by weather, consumer demand, speculation on the commodities market and other factors that are generally unpredictable and beyond our control. Our gross profit and earnings per share could be adversely affected to the extent that the selling prices of our products do not increase proportionately with the increases in the costs of cotton or other materials. Increasing labor costs and oil-related product costs, such as manufacturing and transportation costs, could also adversely impact gross profit. Additionally, significant changes in the relationship between carrier capacity and shipper demand could increase transportation costs, which could also adversely impact gross profit.

Most of our merchandise is produced by foreign manufacturers; therefore, the availability and costs of these products may be negatively affected by risks associated with international trade and other international conditions.

Most of our merchandise is produced by manufacturers around the world. Some of these facilities are located in regions that may be affected by natural disasters, political instability or other conditions that could

cause a disruption in trade. Trade restrictions such as increased tariffs or quotas, or both, could also affect the importation of merchandise generally and increase the cost and reduce the supply of merchandise available to us. Any reduction in merchandise available to us or any increase in its cost due to tariffs, quotas or local issues that disrupt trade could have a material adverse effect on our results of operations. Although the prices charged by vendors for the merchandise we purchase are primarily denominated in United States dollars, a continued decline in the relative value of the United States dollar to foreign currencies could lead to increased merchandise costs, which could negatively affect our competitive position and our results of operations.

Our ability to attract customers to our stores depends heavily on the success of the shopping malls in which many of our stores are located; any decrease in customer traffic in those malls could cause our sales to be less than expected.

In order to generate customer traffic we depend heavily on locating many of our stores in prominent locations within successful shopping malls. Sales at these stores are derived, in part, from the volume of traffic in those malls. Our stores benefit from the ability of a mall’s other tenants to generate consumer traffic in the vicinity of our stores and the continuing popularity of malls as shopping destinations. Our sales volume and mall traffic generally may be adversely affected by, among other things, economic downturns in a particular area, competition from ecommerce retailers, non-mall retailers and other malls, increases in gasoline prices and the closing or decline in popularity of other stores in the malls in which we are located. An uncertain economic outlook could curtail new shopping mall development, decrease shopping mall traffic, reduce the number of hours that shopping mall operators keep their shopping malls open or force them to cease operations entirely. A reduction in mall traffic as a result of these or any other factors could have a material adverse effect on our business, results of operations and financial condition.

Our growth strategy depends on our ability to open and operate new stores each year, which could strain our resources and cause the performance of our existing stores to suffer.

Our growth largely depends on our ability to open and operate new stores successfully. However, our ability to open new stores is subject to a variety of risks and uncertainties, and we may be unable to open new stores as planned, and any failure to successfully open and operate new stores wouldcould have a material adverse effect on our results of operations. We intend to continue to open new stores in future years while remodeling a portion of our

existing store base annually. In addition, our proposed expansion will place increased demands on our operational, managerial and administrative resources. These increased demands could cause us to operate our business less effectively, which in turn could cause deterioration in the financial performance of our individual stores and our overall business. To the extent our new store openings are in markets where we already have stores, we may experience reduced net sales in existing stores in those markets. In addition, successful execution of our growth strategy may require that we obtain additional financing, and we cannot assure you that we will be able to obtain that financing on acceptable terms or at all.

If we fail to effectively execute our expansion strategy, we may not be able to successfully open new store locations in a timely manner, if at all, which could have an adverse affect on our net sales and results of operations.

Our ability to open and operate new stores successfully depends on many factors, including, among others, our ability to:

identify suitable store locations, the availability of which is outside of our control;

negotiate acceptable lease terms, including desired tenant improvement allowances;

source sufficient levels of inventory at acceptable costs to meet the needs of new stores;

hire, train and retain qualified store personnel;

successfully integrate new stores into our existing operations; and

identify and satisfy the merchandise preferences of new geographic areas.

In addition, we plan to open new stores in regions of the United StatesU.S. or international locations in which we currently have few, or no, stores. The expansion into these markets may present competitive, merchandising, hiring and distribution challenges that are different from those currently encountered in our existing markets. Any of these challenges could adversely affect our business and results of operations.

The expansionFailure to successfully integrate any businesses or stores that we acquire could have an adverse impact on our results of operations and financial performance.

We may, from time to time, acquire other retail stores or businesses, such as our acquisition of Blue Tomato, a leading European multi-channel retailer for board sports and related apparel and footwear, which was completed in fiscal 2012. We may experience difficulties in integrating any stores or businesses we may acquire, including their facilities, personnel, financial systems, distribution, operations and general operating procedures, and any such acquisitions may also result in the diversion of our store basecapital and our management’s attention from other business issues and opportunities. If we experience difficulties in integrating acquisitions or if such acquisitions do not provide the benefits that we expect to Canada may presentreceive, we could experience increased costs and other operating inefficiencies, which could have an adverse effect on our results of operations and overall financial performance.

Our plans for international expansion include risks due tothat could have a negative impact on our limited familiarity with that market.results of operations.

In fiscal 2011, we opened our first store locations in Canada and we plan to continue to open new stores in Canada. The CanadianDuring fiscal 2012, we acquired Blue Tomato, which operates primarily in the European market, and we plan to open new stores in Europe in the future. We may continue to expand internationally, either organically, or through additional acquisitions. International markets may have different competitive conditions, consumer tastes and discretionary spending patterns than our existing markets.U.S. market. As a result, new storesoperations in that marketinternational markets may be less successful than our storesoperations in the United States.U.S. Additionally, consumers in the Canadian marketinternational markets may not be familiar with our brand,brands, and we may need to build brand awareness in that market.the markets. Furthermore, we have limited experience with the legal and regulatory environments and market practices outside of the United StatesU.S. and cannot guarantee that we will be able to penetrate or successfully operate in the Canadian market.international markets. We may also expect to incur additional costs in complying with applicable Canadianforeign laws and regulations as they pertain to both our products and our operations.

Additionally, the results of operations of our international subsidiaries are exposed to foreign exchange rate fluctuations. Upon translation, operating results may differ materially from expectations. As we expand our international operations, our exposure to exchange rate fluctuations will increase.

Our business is dependent upon our being able to anticipate, identify and respond to changing fashion trends, customer preferences and other fashion-related factors; failure to do so could have a material adverse effect on us.

Customer tastes and fashion trends in the action sports lifestyle market are volatile and tend to change rapidly. Our success depends on our ability to effectively anticipate, identify and respond to changing fashion tastes and consumer preferences, and to translate market trends into appropriate, saleable product offerings in a timely manner. If we are unable to successfully anticipate, identify or respond to changing styles or trends and misjudge the market for our products or any new product lines, our sales may be lower than predicted and we

may be faced with a substantial amount of unsold inventory or missed opportunities. In response to such a situation, we may be forced to rely on markdowns or promotional sales to dispose of excess or slow-moving inventory, which could have a material adverse effect on our results of operations.

The current uncertainty surrounding the United StatesU.S. and global economies, including the European economy, coupled with cyclical economic trends in action sports retailing could have a material adverse effect on our results of operations.

The action sports retail industry historically has been subject to substantial cyclicality. As the United StatesU.S. and global economic conditions change, the trends in discretionary consumer spending become unpredictable and discretionary consumer spending could be reduced due to uncertainties about the future. When discretionary consumer spending is reduced, purchases of action sports apparel and related products may decline. The current uncertainty in the United StatesU.S. and global economies and increased government debt spending may have a material adverse impact on our results of operations and financial position.

Because of this cycle, we believe the “value” message has become more important to consumers. As a retailer that sells approximately 80% to 85% branded merchandise, this trend may negatively affect our business, as we generally will have to charge more than vertically integrated private label retailers.

Our sales and inventory levels fluctuate on a seasonal basis, leaving our operating results particularly susceptible to changes in back-to-school and winter holiday shopping patterns. Accordingly, our quarterly results of operations are volatile and may fluctuate significantly.

Our quarterly results of operations have fluctuated significantly in the past and can be expected to continue to fluctuate significantly in the future. Our sales and profitability are typically disproportionately higher in the third and fourth fiscal quarters of each fiscal year due to increased sales during the back-to-school and winter holiday shopping seasons. Sales during these periods cannot be used as an accurate indicator of annual results. Our sales in the first and second fiscal quarters are typically lower than in our third and fourth fiscal quarters due, in part, to the traditional retail slowdown immediately following the winter holiday season. As a result of this seasonality, any factors

negatively affecting us during the last half of the year, including unfavorable economic conditions, adverse weather or our ability to acquire seasonal merchandise inventory, could have a material adverse effect on our financial condition and results of operations for the entire year. In addition, in order to prepare for the back-to-school and winter holiday shopping seasons, we must order and keep in stock significantly more merchandise than we carry during other times of the year. Any unanticipated decrease in demand for our products during these peak shopping seasons could require us to sell excess inventory at a substantial markdown, which could have a material adverse effect on our business, results of operations and financial condition.

Our quarterly results of operations are volatile and may decline.

Our quarterly results of operations have fluctuated significantly in the past and can be expected to continue to fluctuate significantly in the future. As discussed above, our sales and operating results are typically lower in the first and second quarters of our fiscal year due, in part, to the traditional retail slowdown immediately following the winter holiday season. Our quarterly results of operations are affected by a variety of other factors, including:

 

the timing of new store openings and the relative proportion of our new stores to mature stores;

 

whether we are able to successfully integrate any new stores that we acquire and the presence or absence of any unanticipated liabilities in connection therewith;

 

fashion trends and changes in consumer preferences;

 

calendar shifts of holiday or seasonal periods;

 

changes in our merchandise mix;

 

timing of promotional events;

 

general economic conditions and, in particular, the retail sales environment;

 

actions by competitors or mall anchor tenants;

 

weather conditions;

 

the level of pre-opening expenses associated with our new stores; and

 

inventory shrinkage beyond our historical average rates.

Failure to successfully integrate any businesses or stores that we acquire couldSignificant fluctuations and volatility in the price of cotton, foreign labor costs and other raw materials used in the production of our merchandise may have ana material adverse impacteffect on our business, results of operations and financial performance.conditions.

We may from time to time acquireIncreases in the cost of cotton, other retail stores, individually orraw materials, foreign labor costs and transportation costs used in groups, or businesses. We may experience difficulties in assimilating any stores or businesses we may acquire and any such acquisitions may alsothe production of our merchandise can result in higher costs in the diversionprice we pay for this merchandise. The costs for cotton are affected by weather, consumer demand, speculation on the commodities market and other factors that are generally unpredictable and beyond our control. Our gross profit and results of operations could be adversely affected to the extent that the selling prices of our capital and our management’s attention fromproducts do not increase proportionately with the increases in the costs of cotton or other business issues and opportunities. We may not be able to successfully integrate any stores or businesses that we may acquire, including their facilities, personnel, financial systems, distribution, operations and general operating procedures. If we fail to successfully integrate acquisitions or if such acquisitions fail to provide the benefits that we expect to receive, we could experience increasedmaterials. Increasing labor costs and other operating inefficiencies,oil-related product costs, such as manufacturing and transportation costs, could also adversely impact gross profit. Additionally, significant changes in the relationship between carrier capacity and shipper demand could increase transportation costs, which could also adversely impact gross profit.

Most of our merchandise is produced by foreign manufacturers; therefore, the availability and costs of these products may be negatively affected by risks associated with international trade and other international conditions.

Most of our merchandise is produced by manufacturers around the world. Some of these facilities are located in regions that may be affected by natural disasters, political instability or other conditions that could cause a disruption in trade. Trade restrictions such as increased tariffs or quotas, or both, could also increase the cost and reduce the supply of merchandise available to us. Any reduction in merchandise available to us or any increase in its cost due to tariffs, quotas or local issues that disrupt trade could have ana material adverse effect on our results of operationsoperations. Although the prices charged by vendors for the merchandise we purchase are primarily denominated in U.S. dollars, a decline in the relative value of the U.S. dollar to foreign currencies could lead to increased merchandise costs, which could negatively affect our competitive position and financial performance.our results of operations.

Required disclosures regarding conflict minerals could have a negative impact on our results of operations.

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC promulgated final rules regarding disclosure of the use of certain minerals (tantalum, tin, gold and tungsten) known as conflict minerals, which are mined from the Democratic Republic of the Congo and adjoining countries, as well as procedures regarding a manufacturer’s efforts to prevent the sourcing of such minerals and metals produced from those minerals. These new requirements will require due diligence efforts, with initial disclosure requirements effective in May 2014. There may be costs associated with complying with the disclosure requirements, such as costs related to determining the source of certain minerals used in our private label merchandise, as well as costs of possible changes to products, processes or sources of supply as a consequence of such verification activities. We may also face reputational challenges if we are unable to verify the origins for any or all conflict minerals used in our private label merchandise, or if we are unable to certify that our products are “conflict free.”

Our business is susceptible to weather conditions that are out of our control, including the potential risks of unpredictable weather patterns and any weather patterns associated with naturally occurring global climate change, and the resultant unseasonable weather could have a negative impact on our results of operations.

Our business is susceptible to unseasonable weather conditions. For example, extended periods of unseasonably warm temperatures (including any weather patterns associated with global warming and cooling) during the winter season or cool weather during the summer season (including any weather patterns associated with global warming and cooling) could render a portion of our inventory

incompatible with those unseasonable conditions. These prolonged unseasonable weather conditions particularly in regions of the United States where we have a concentration of stores, could have a material adverse effect on our business and results of operations.

We may be unable to compete favorably in the highly competitive retail industry, and if we lose customers to our competitors, our sales could decrease.

The teenage and young adult retail apparel, hardgoodsfootwear, accessories and accessorieshardgoods industry is highly competitive. We compete with other retailers for vendors, teenage and young adult customers, suitable store locations, qualified store associates and management personnel. In the softgoods market, which includes apparel, accessories and footwear, we currently compete with other teenage-focused retailers. In addition, in the softgoods market we compete with independent specialty shops, department stores and direct marketers that sell similar lines of merchandise and target customers through catalogs and ecommerce. In the hardgoods market, which includes skateboards, snowboards, bindings, components and other equipment, we compete directly or indirectly with other specialty retailers that compete with us across a significant portion of our merchandising categories, such as local snowboard and skate shops, large-format sporting goods stores and chains and ecommerce retailers.

Some of our competitors are larger than we are and have substantially greater financial, marketing, including advanced ecommerce marketing capabilities, and other resources than we do. Additionally, some of our competitors may offer more options for free and/or expedited shipping for ecommerce sales. Direct competition with these and other retailers may increase significantly in the future, which could require us, among other things, to lower our prices and could result in the loss of our customers. Current and increased competition could have a material adverse effect on our business, results of operations and financial condition.

If we fail to maintain good relationships with vendors or if a vendor is otherwise unable or unwilling to supply us with adequate quantities of their products at acceptable prices, our business and financial performance could suffer.

Our business is dependent on continued good relations with our vendors. In particular, we believe that we generally are able to obtain attractive pricing and other terms from vendors because we are perceived as a desirable customer, and deterioration in our relationship with our vendors would likelycould have a material adverse effect on our business. There can be no assurance that our vendors will provide us with an adequate supply or quality of products or acceptable pricing. Our vendors could discontinue selling to us, or raise the prices they charge at any time.time or allow their merchandise to be discounted by other retailers. There can be no assurance that we will be able to acquire desired merchandise in sufficient quantities on terms acceptable to us in the future. In addition, certain of our vendors sell their products directly to the retail market and therefore compete with us directly and other vendors may decide to do so in the future. There can be no assurance that such vendors will not decide to discontinue supplying their products to us, supply us only less popular or lower quality items, raise the prices they charge us or focus on selling their products directly. In addition, a number of our vendors are smaller, less capitalized companies and are more likely to be impacted by unfavorable general economic and market conditions than larger and better capitalized companies. These smaller vendors may not have sufficient liquidity during economic downturns to properly fund their businesses and their ability to supply their products to us could be negatively impacted. Any inability to acquire suitable merchandise at acceptable prices, or the loss of one or more key vendors, wouldcould have a material adverse effect on our business, results of operations and financial condition.

Our ecommerce operations subject us to numerous risks that could have an adverse effect on our results of operations.

Our ecommerce operations subject us to certain risks that could have an adverse effect on our operational results, including:

diversion of traffic and sales from our stores;

rapid technological change;

liability for online content; and

risks related to the computer systems that operate our website and related support systems, including computer viruses, electronic break-ins and similar disruptions.

In addition, risks beyond our control, such as governmental regulation of ecommerce, entry of our vendors in the ecommerce business in competition with us, online security breaches and general economic conditions specific to ecommerce could have an adverse effect on our results of operations.

If we lose key managementexecutives or are unable to attract and retain the talent required for our business, our financial performance could suffer.

Our performance depends largely on the efforts and abilities of our senior management, including our Co-Founder and Chairman, Thomas D. Campion, our Chief Executive Officer, Richard M. Brooks, our President and General Merchandising Manager, Lynn K. Kilbourne, our Chief Financial Officer, Marc D. Stolzman and our Executive Vice President of Stores, Ford K. Wright. None of our employees have employment agreements with us and we do not plan to obtain key person life insurance covering any of our employees.executives. If we lose the

services of one or more of our key executives, we may not be able to successfully manage our business or achieve our growth objectives. As our business grows, we will need to attract and retain additional qualified management personnel in a timely manner and we may not be able to do so.

Our failure to meet our staffing needs could adversely affect our ability to implement our growth strategy and could have a material impact on our results of operations.

Our success depends in part upon our ability to attract, motivate and retain a sufficient number of qualified employees including divisional managers, regional managers, district managers, store managers and store associates, who understand and appreciate our corporate culture based on a passion for the action sports lifestyle and are able to adequately represent this culture to our customers. Qualified individuals of the requisite caliber, skills and number needed to fill these positions may be in short supply in some areas, and the employee turnover rate in the retail industry is high. Competition for qualified employees could require us to pay higher wages to attract a sufficient number of suitable employees. If we are unable to hire and retain store managers and store associates capable of consistently providing a high level of customer service, as demonstrated by their enthusiasm for our culture and knowledge of our merchandise, our ability to open new stores may be impaired and the performance of our existing and new stores could be materially adversely affected. We are also dependent upon temporary personnel to adequately staff our stores and distribution center and ecommerce fulfillment centercenters particularly during busy periods such as the back-to-school and winter holiday seasons. There can be no assurance that we will receive adequate assistance from our temporary personnel, or that there will be sufficient sources of temporary personnel. Although none of our employees are currently covered by collective bargaining agreements, we cannot guarantee that our employees will not elect to be represented by labor unions in the future, which could increase our labor costs and could subject us to the risk of work stoppages and strikes. Any such failure to meet our staffing needs, any material increases in employee turnover rates, any increases in labor costs or any work stoppages, interruptions or strikes could have a material adverse effect on our business or results of operations.

Our operations, includingbusiness could suffer with the closure or disruption of our home office or our distribution center andor ecommerce fulfillment center, are currently concentrated in the western United States, which makes us susceptible to adverse conditions in this region.centers.

Our home office and ecommerce fulfillment center are currently located in Washington, our distribution center is located in California and a substantial number of our stores are located in the western half of the United States. We also have a substantial number of stores in the New York/New Jersey region and Texas. As a result, our business may be more susceptible to regional factors than the operations of more geographically diversified competitors. These factors include, among others, economic and weather conditions, demographic and population changes and fashion tastes. In addition,Domestically, we rely on a single distribution center located in the United StatesCorona, California to receive, store and distribute the vast majority of our merchandise to our domestic stores and we primarily rely on a single ecommerce fulfillment center located in Edwardsville, Kansas to ship merchandise purchased on the www.zumiez.com website. Internationally, we operate a combined distribution and ecommerce fulfillment center located in Graz, Austria that support our Blue Tomato ecommerce and store operations in Europe and we operate a distribution center located in Delta, British Columbia, Canada to distribute our merchandise to our Canadian stores. Additionally, we are headquartered in Lynnwood, Washington. As a result, a natural disaster or other catastrophic event such as an earthquake affectingthat affects one of the West Coast, could significantly disrupt our operations and have a material adverse effect on our business, results of operations and financial condition.

We are relocating our ecommerce distribution center located in Everett, Washington to Edwardsville, Kansas during the second quarter of fiscal 2012. As a result, events may occur during the relocation period and the operating periods subsequent to the relocation thatregions where we operate these centers could significantly disrupt our operations and have a material adverse effect on our business, results of operations and financial condition.

We are required to make substantial rental payments under our operating leases and any failure to make these lease payments when due would likelycould have a material adverse effect on our business and growth plans.

We do not own any of our retail stores or our current combined home office and ecommerce fulfillment center, but instead we lease these facilities under operating leases. Payments under these operating leases account for a significant portion of our operating expenses and has historically been our third largest expense behind cost of sales and our employee related costs. For example, total rentalTotal rent expense, including additional rental payments

(or “percentage rent”)contingent rent based on sales of some of theour stores, was $53.4 million, $50.0 million and $44.1 million for fiscal 2013, 2012 and 2011. Total rent expense amounts do not include real estate taxes, insurance, common area maintenance charges and real estate taxes, under operating leases was $68.8other executory costs, which were $32.0 million, $61.8$28.0 million and $58.0$24.7 million for fiscal 2011, 20102013, 2012 and 2009. 2011.

At January 28, 2012,February 1, 2014, we were committed to property owners for operating leases obligations for $414.0minimum lease payments of $353.8 million. In addition to minimum lease payments, substantially all of our store leases provide for additional rental contingent rent

payments based on sales of the respective stores, as well as real estate taxes, insurance, common area maintenance charges and require that we pay real estate taxes.other executory costs. These amounts generally escalate each year. We expect that any new stores we open will also be leased by us under operating leases, which will further increase our operating lease expenses.expenses and obligations.

Our substantial operating lease obligations could have significant negative consequences, including:

 

increasing our vulnerability to general adverse economic and industry conditions;

 

limiting our ability to obtain additional financing;

 

requiring that a substantial portion of our available cash be applied to pay our rental obligations, thus reducing cash available for other purposes; and

 

limiting our flexibility in planning for or reacting to changes in our business or in the industry in which we compete, and placing us at a disadvantage with respect to some of our competitors.

We depend on cash flow from operations to pay our lease expenses and to fulfill our other cash needs. If our business does not generate sufficient cash flow from operating activities, and sufficient funds are not otherwise available to us from borrowings under bank loans or from other sources, we may not be able to service our operating lease expenses, grow our business, respond to competitive challenges or fund our other liquidity and capital needs, which wouldcould have a material adverse effect on our business.

The terms of our revolvingprimary credit facility impose operating and financial restrictions on us that may impair our ability to respond to changing business and economic conditions. This impairmentThese restrictions could have a significant adverse impact on our business. Additionally, our business could suffer if our ability to acquire financing is reduced or eliminated.

On August 29, 2011, we renewed and amended ourWe maintain a secured credit agreement with Wells Fargo Bank, N.A., and the prior facility agreement was terminated. The credit agreementwhich provides us with a secured revolving credit facility until September 1, 20132014 of up to $25.0 million, which, pursuant to an accordion feature, may be increased to $35.0 million at our discretion. The secured revolving credit facility provides for the issuance of standby letter of credits in an amount not to exceed $5.0 million outstanding at any time and with a term not to exceed 365 days. The commercial line of credit provides for the issuance of commercial letter of credits in an amount not to exceed $10.0 million and with terms not to exceed 120 days. The amount of borrowings available at any time under our secured revolving credit facility is reduced by the amount of standby and commercial letters of credit outstanding at that time. There were no outstanding borrowings under the secured revolving credit facility at January 28, 2012 and January 29, 2011. We had open commercial letters of credit outstanding under our secured revolving credit facility of $0.9 million at January 28, 2012 and $0.5 million at January 29, 2011. The secured revolving credit facility bears interest at the Daily One Month LIBOR rate plus 1.00%. The credit agreement contains a number of restrictions and covenants that generally limit our ability to, among other things, (1) incur additional debt, (2) undergo a change in ownership and (3) enter into certain transactions. The credit agreement also contains financial covenants that require us to meet certain specified financial tests and ratios, including, a maximum net lossincome after taxes of not to exceed $10.0 million after taxesless than one dollar on a trailing four-quarter basis provided, that, there shall be added to net income all charges for impairment of goodwill and store assets notother intangibles and up to exceedan aggregate of $5.0 million in aggregate,of store asset impairment, and a minimum quick ratio of 1.25. The quick ratio is defined as our cash and near cash equivalents plus certain defined receivables divided by the outstanding borrowings. Our accounts receivable, general intangibles, inventory and equipment have been pledged to secure our obligations under the credit agreement. We must also provide financial information and statements to our lender. We were in compliance with all such covenants at January 28, 2012.February 1, 2014. There were no outstanding borrowings under the secured revolving credit facility at February 1, 2014 and February 2, 2013. We had open commercial letters of credit outstanding under our secured revolving credit facility of $0.3 million and $0.2 million at February 1, 2014 and February 2, 2013.

A breach of any of these restrictive covenants or our inability to comply with the required financial tests and ratios could result in a default under the credit agreement. If a default occurs, the lender may elect to declare all

outstanding borrowings, outstanding, together with accrued interest and other fees, to be immediately due and payable. If we are unable to repay outstanding borrowings when due, whether at their maturity or if declared due and payable by the lender following a default, the lender has the right to proceed against the collateral granted to it to secure the indebtedness. As a result, any breach of these covenants or failure to comply with these tests and ratios could have a material adverse effect on us. There can be no assurance that we will not breach the covenants or fail to comply with the tests and ratios in our credit agreement or any other debt agreements we may enter into in the future and, if a breach occurs, there can be no assurance that we will be able to obtain necessary waivers or amendments from the lenders.

The restrictions contained in our credit agreement could: (1) limit our ability to plan for or react to market conditions or meet capital needs or otherwise restrict our activities or business plans; and (2) adversely affect our ability to finance our operations, strategic acquisitions, investments or other capital needs or to engage in other business activities that would be in our interest.

Our business could suffer if our ability to acquire financing is reduced or eliminated.

InAdditionally, in the current economic environment, we cannot be assured that our borrowing relationship with our lenderlenders will continue or that our lenderlenders will remain able to support itstheir commitments to us in the future. If our lender failslenders fail to do so, then we may not be able to secure alternative financing on commercially reasonable terms, or at all.

Our business could suffer as a result of small parcel delivery services being unable to distribute our merchandise.

We rely upon small parcel delivery services for our product shipments, including shipments to, from and between our stores and to our ecommerce customers. Accordingly, we are subject to risks, including employee strikes and inclement weather, which may affect their ability to meet our shipping needs. Among other things, any circumstances that require us to use other delivery services for all or a portion of our shipments could result in increased costs and delayed deliveries and could harm our business materially. In addition, although we have contracts with small parcel delivery services, we and the service providers have the right to terminate these contracts upon 30-90 days written notice. Although the contracts with these small parcel delivery services provide certain discounts from the shipment rates in effect at the time of shipment, the contracts do not limit their ability to raise the shipment rates at any time. Accordingly, we are subject to the risk that small parcel delivery services may increase the rates they charge, that they may terminate their contracts with us, that they may decrease the rate discounts provided to us when an existing contract is renewed or that we may be unable to agree on the terms of a new contract with them, any of which could materially adversely affect our operating results.

Our business could suffer if a manufacturer fails to use acceptable labor practices.

We do not control our vendors or the manufacturers that produce the products we buy from them, nor do we control the labor practices of our vendors and these manufacturers. The violation of labor or other laws by any of our vendors or these manufacturers, or the divergence of the labor practices followed by any of our vendors or these manufacturers from those generally accepted as ethical in the United States,U.S., could interrupt, or otherwise disrupt, the shipment of finished products to us or damage our reputation. Any of these, in turn, could have a material adverse effect on our financial condition and results of operations. In that regard, most of the products sold in our storeswe sell are manufactured overseas, primarily in Asia and Central America, which may increase the risk that the labor practices followed by the manufacturers of these products may differ from those considered acceptable in the United States.U.S.

Additionally, our products are subject to regulation of and regulatory standards set by various governmental authorities with respect to quality and safety. Regulations and standards in this area are currently in place. These regulations and standards may change from time to time. Our inability to comply on a timely basis with regulatory requirements could result in significant fines or penalties, which could adversely affect our reputation

and sales. Issues with the quality and safety of merchandise we sell, in our stores, regardless of our culpability, or customer concerns about such issues, could result in damage to our reputation, lost sales, uninsured product liability claims or losses, merchandise recalls and increased costs.

Our failure to adequately anticipate a correct mix of private label merchandise may have a material adverse effect on our business.

Sales from private label merchandise account for approximately 15% to 20% of our net sales and generally carry higher gross margins than our other merchandise. We may take steps to increase the percentage of net sales of private label merchandise in the future, although there can be no assurance that we will be able to achieve increases in private label merchandise sales as a percentage of net sales. Our failure to anticipate, identify and react in a timely manner to fashion trends with our private label merchandise, would likelycould have a material adverse effect on our comparable store sales, financial condition and results of operations.

If our information systems hardware or software fails to function effectively or does not scale to keep pace with our planned growth, our operations could be disrupted and our financial results could be harmed.

Over the past several years, we have made improvementsWe are continuing to make investments to improve our infrastructure and existing hardware and softwareinformation systems as well as implemented new systems.infrastructure. If these or any otherour information systems and software do not work effectively, this could adversely impact the promptness and accuracy of our transaction processing, financial accounting and reporting and our ability to manage our business and properly forecast operating results and cash requirements. Additionally, we rely on third-party service providers for certain information systems functions. If a service provider fails to provide the data quality, communications capacity or services we require, the failure could interrupt our services and could have a material adverse effect on our business, financial condition and results of operations. To manage the anticipated growth of our operations and personnel, we may need to continue to improve our operational and financial systems, transaction processing, procedures and controls, and in doing so could incur substantial additional expenses that could impact our financial results.

The security of our databases that contain personal information of our retail customers could be breached, which could subject us to adverse publicity, litigation and expenses. In addition, if we are unable to comply with security standards created by the credit card industry, our operations could be adversely affected.

Database privacy, network security and identity theft are matters of growing public concern. In an attempt to prevent unauthorized access to our network and databases containing confidential, third-party information, we have installed privacy protection systems, devices and activity monitoring on our network.networks. Nevertheless, if unauthorized parties gain access to our networks or databases, they may be able to steal, publish, delete or modify our private and sensitive third-party information. In such circumstances, we could be held liable to our customers or other parties or be subject to regulatory or other actions for breaching privacy rules.rules and we may be exposed to reputation damage and loss of customers’ trust and business. This could result in costly investigations and litigation, civil or criminal penalties and adverse publicity that could adversely affect our financial condition, results of operations and reputation. Further, if we are unable to comply with the security standards established by banks and the credit card industry, we may be subject to fines, restrictions and expulsion from card acceptance programs, which could adversely affect our retail operations.

Our inability or failure to protect our intellectual property or our infringement of other’s intellectual property could have a negative impact on our operating results.

We believe that our trademarks and domain names are valuable assets that are critical to our success. The unauthorized use or other misappropriation of our trademarks or domain names could diminish the value of the Zumiez brand,or Blue Tomato brands, our store concept,concepts, our private label brands or our goodwill and cause a decline in our net sales. Although we have secured or are in the process of securing protection for our trademarks and domain names in a number of countries outside of the United States,U.S., there are certain countries where we do not currently have or where we do not currently intend to apply for protection for certain trademarks or at all. Also, the efforts we have taken to protect our trademarks may not be sufficient or effective. Therefore, we may not be able to prevent other persons from using our trademarks or domain names outside of the United States,U.S., which also could adversely affect our business. We are also subject to the risk that we may infringe on the intellectual property rights of third

parties. Any infringement or other intellectual property claim made against us, whether or not it has merit, could be time-consuming, result in costly litigation, cause product delays or require us to pay royalties or license fees. As a result, any such claim could have a material adverse effect on our operating results.

The effects of war or acts of terrorism, or other types of mall violence, could adversely affect our business.

Substantially allMost of our stores are located in shopping malls. Any threat of terrorist attacks or actual terrorist events, or other types of mall violence, such as shootings in malls, particularly in public areas, could lead to lower customer traffic in shopping malls. In addition, local authorities or mall management could close shopping malls in response to security concerns. Mall closures, as well as lower customer traffic due to security concerns, would likelycould result in decreased sales. Additionally, the armed conflicts in the Middle East, or the threat, escalation or commencement of war or other armed conflict elsewhere, could significantly diminish consumer spending, and result in decreased sales for us. Decreased sales wouldcould have a material adverse effect on our business, financial condition and results of operations.

The outcome of litigation could have a material adverse effect on our business, and may result in substantial costs and could divert management’s attention.

We are involved, from time to time, in litigation incidental to our business including complaints filed by investors. This litigation could result in substantial costs, and could divert management’s attention and resources, which could harm our business. Risks associated with legal liability are often difficult to assess or quantify, and their existence and magnitude can remain unknown for significant periods of time. There can be no assurance that the actual outcome of pending or future litigation will not have a material adverse effect on our results of operations or financial condition. Additionally, while we maintain director and officer liability insurance for litigation surrounding investor lawsuits, the amount of insurance coverage may not be sufficient to cover a claim and the continued availability of this insurance cannot be assured.

Our operations expose us to the risk of litigation, which could lead to significant potential liability and costs that could harm our business, financial condition or results of operations.

We employ a substantial number of full-time and part-time employees, a majority of whom are employed at our store locations. As a result, we are subject to a large number of federal, state and stateforeign laws and regulations relating to employment. This creates a risk of potential claims that we have violated laws related to discrimination and harassment, health and safety, wage and hour laws, criminal activity, personal injury and other claims. We are also subject to other types of claims in the ordinary course of our business. Some or all of these claims may give rise to litigation, which could be time-consuming for our management team, costly and harmful to our business.

In addition, we are exposed to the risk of class action litigation. The costs of defense and the risk of loss in connection with class action suits are greater than in single-party litigation claims. Due to the costs of defending against such litigation, the size of judgments that may be awarded against us, and the loss of significant management time devoted to such litigation, we cannot assure you that such litigation will not disrupt our business or impact our financial results.

Our failure to comply with federal, state, local or localforeign laws, or changes in these laws, could have an adverse impact on our results of operations and financial performance.

Our business is subject to a wide array of laws and regulations. Changes in the regulations, the imposition of additional regulations, or the enactment of any new legislation including those related to health care, taxes, privacy, environmental issues and trade, could adversely affect our results of operations or financial condition.

Recent federalOur business could be adversely affected by increased labor costs, including costs related to an increase in the minimum wage and new health care legislation couldlaws.

Labor is a primary component in the cost of operating our business. Increased labor costs, whether due to competition, unionization, increased minimum wage, state unemployment rates, employee benefits costs or otherwise, may adversely impact our operating expenses. A considerable amount of our store team members are paid at rates related to the federal or state minimum wage and any changes to the minimum wage rate may increase our operating expenses.

We Additionally, we are self-insured with respect to our health care coverage in the U.S. and do not purchase third party insurance for the health insurance benefits provided to employees with the exception of pre-defined stop loss coverage, which helps

limit the cost of large claims. In March 2010, theThe Patient Protection and Affordable Care Act (the “Act”) and the Health Care Education Reconciliation Act of 2010 (the “Reconciliation Act”) were signed into law. The Act,was enacted requiring employers such as modified by the Reconciliation Act, includes a large number of health care provisions to take effect over four years, including expanded dependent coverage, incentives for businessesus to provide health care benefits, a prohibition on the denial of coverage and denial of claims on pre-existing conditions, a prohibition on limits on essential benefits and other expansions of health care benefits andinsurance for all qualifying employees or pay penalties for not providing coverage. The costs of these provisionsmost significant increases in cost will occur in fiscal 2014 and fiscal 2015. We are expected to be funded by a variety of taxes and fees. Some of the taxes and fees, as well as certain health care changes required by these acts, are expected to result, directly or indirectly, in increased health care costs for us. It remains difficult to predict the cost impact of health care reform and at this time, we cannot quantifyevaluating the impact if any, that the legislation maynew law will have on us, dueand although we cannot predict with certainty the financial and operational impacts the new law will have, we expect to be required to provide health benefits to more employees than we currently do, which could raise our labor costs. While the changing regulatory environment around this legislationmajority of these costs will begin in fiscal 2014 and due to the government’s requirement to issue future unknown regulatory rules. Therefiscal 2015, there is no assurance that we will be able to absorb and/or pass through the costs of such legislation in a manner that will not adversely impact our results of operations.

Our ecommerce operations subject us to numerous risks that could have an adverse effect on our results of operations.

Although ecommerce sales constitute a small, but increasing portion of our overall sales, our ecommerce operations subject us to certain risks that could have an adverse effect on our operational results, including:

diversion of traffic and sales from our stores;

liability for online content; and

risks related to the computer systems that operate our website and related support systems, including computer viruses, electronic break-ins and similar disruptions.

In addition, risks beyond our control, such as governmental regulation of ecommerce, entry of our vendors in the ecommerce business in competition with us, online security breaches and general economic conditions specific to ecommerce could have an adverse effect on our results ofor operations.

We have incurred and will continue to incur significant expenses as a result of being a public company, which will negatively impact our financial performance.

We completed our initial public offering in May 2005 and we have incurred and could continue to incur significant legal, accounting, insurance and other expenses as a result of being a public company. Rules and regulations implemented by Congress, the SEC and the Nasdaq Global Select Market have required changes in corporate governance practices of public companies. Compliance with these laws could cause us to incur significant costs and expenses, including legal and accounting costs, and could make some compliance activities more time-consuming and negatively impact our financial performance. Additionally, these rules and regulations may make it more expensive for us to obtain director and officer liability insurance. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as officers.

Failure to maintain adequate financial and management processes and controls could lead to errors in our financial reporting and could harm our ability to manage our expenses.

Reporting obligations as a public company and our anticipated growth, both domestically and internationally, are likely to place a considerable strain on our financial and management systems, processes and controls, as well as on our personnel. In addition, we are required to document and test our internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 so that our management can certify as to the effectiveness of our internal controls and our independent registered public accounting firm can render an opinion on the effectiveness of our internal control over financial reporting on an annual basis. This process requires us to document our internal controls over financial reporting and to potentially make significant changes thereto, if applicable. As a result, we have incurred and expect to continue to incur substantial expenses to test our financial controls and systems, and we

have been and in the future may be required to improve our financial and managerial controls, reporting systems and procedures, to incur substantial expenses to make such improvements and to hire additional personnel. If our management is ever unable to certify the effectiveness of our internal controls or if our independent registered public accounting firm cannot render an opinion on the effectiveness of our internal control over financial reporting, or if material weaknesses in our internal controls are ever identified, we could be subject to regulatory scrutiny and a loss of public confidence, which could have a material adverse effect on our business and our stock price. In addition, if we do not maintain adequate financial and management personnel, processes and controls, we may not be able to accurately report our financial performance on a timely basis, which could cause a decline in our stock price and adversely affect our ability to raise capital.

Changes to accounting rules or regulations could significantly affect our financial results.

Our consolidated financial statements are prepared in accordance with generally accepted accounting principles generally accepted in the United States of America (“U.S. GAAP”). New accounting rules or regulations and changes to existing accounting rules or regulations have occurred and may occur in the future. Future changes to accounting rules or regulations, such as changes to lease accounting guidance or a requirement to convert to international financial reporting standards, could negatively affect our results of operations and financial condition through increased cost of compliance.

We may fail to meet analyst expectations, which could cause the price of our stock to decline.

Our common stock is traded publicly and various securities analysts follow our financial results and issue reports on us. These reports include information about our historical financial results as well as the analysts’ estimates of our future performance. The analysts’ estimates are based upon their own independent opinions and can be different from our estimates or expectations. If our operating results are below the estimates or expectations of public market analysts and investors, our stock price could decline. In December 2007, a securities class action litigation and associated derivative lawsuits waswere brought against us and such actions are frequently brought against other companies following a decline in the market price of their securities. These lawsuits were dismissed with prejudice in March 2009. If our stock price is volatile, we may become involved in this type of litigation in the future. Any litigation could result in substantial costs and a diversion of management’s attention and resources that are needed to successfully run our business.

The value of our investments may fluctuate.

We have our excess cash primarily invested in state and local municipal securities U.S. Treasury securities, U.S. Agency securities, corporate debt securities and variable-rate demand notes. These investments have historically been considered very safe investments with minimal default rates. At January 28, 2012,February 1, 2014, we had $159.3$98.0 million of investments in state and local government securities and variable-rate demand notes, excluding our auction rate security.notes. These securities are not guaranteed by the United StatesU.S. government and are subject to additional credit risk based upon each local municipality’s tax revenues and financial stability. As a result, we may experience a reduction in value or loss of liquidity of our investments, which may have a negative adverse effect on our results of operations, liquidity and financial condition.

A decline in the market price of our stock andand/or our performance may trigger an impairment of the goodwill and other indefinite-lived intangible assets recorded on the consolidated balance sheets.

Goodwill and other indefinite-lived intangible assets with indefinite lives isare required to be tested for impairment at least annually or more frequently if management believes indicators of impairment exist. Any reduction in the carrying value of our goodwill or other indefinite-lived intangible assets as a result of our impairment analysis could result in a non-cash goodwill impairment charge, to our statement of operations. A goodwill impairment chargewhich could have a significant impact on earnings and potentially result in a violationour results of our financial covenants, thereby limiting our ability to secure short-term financing.operations.

Reduced operating results and cash flows may cause us to incur impairment charges.

We review the carrying value of our fixed assets for impairment whenever events or changes in circumstances indicate that the carrying value of such asset may not be recoverable. The review could result in significant chargesa non-cash impairment charge related to underperforming stores, which could impact our results of operations.

 

Item 1B.UNRESOLVED STAFF COMMENTS

None.

 

Item 2.PROPERTIES

All of our stores primarily located in shopping mallsare occupied under operating leases and encompassingencompassed approximately 1,307,5621,620,000 total square feet at January 28, 2012, are occupied under operating leases.February 1, 2014.

We lease an 87,350 square foot combined home office and ecommerce fulfillment center in Everett, Washington. This lease expires in 2017. In fiscal 2010 and fiscal 2011, we acquiredown approximately 356,000 square feet of developable land in Lynnwood, Washington, where we have begunand completed construction on our newof a 63,071 square foot global home office building. We plan to move into this new building in fiscal 2012. Subsequent to the fiscal 2011 year end,Additionally, we entered into a 10 year lease agreement to lease up to 153,09514,208 square feet in Edwardsville, Kansas for the purpose of relocating our ecommerce fulfillment center. We plan to move into this new leasedoffice space in fiscal 2012.Schladming, Austria for our European home office. This lease is set to expire in 2017.

In fiscal 2010, we acquiredWe own a 168,450 square foot building in Corona, California that serves as our domestic warehouse and distribution facility.center. We lease 123,761 square feet of a facility in Edwardsville, Kansas that serves as our zumiez.com ecommerce fulfillment center. This lease is set to expire in 2022.

We lease a 80,234 square feet combined distribution and ecommerce fulfillment center in Graz, Austria that supports our Blue Tomato ecommerce and store operations in Europe. This lease is set to expire in 2019. We lease 17,168 square feet of a distribution facility in Delta, British Columbia, Canada that supports our store operations in Canada. This lease is set to expire in 2018.

Additionally, we are under lease for a 59,972 square foot location in Everett, Washington that was previously used for a portion of our combined home office and ecommerce fulfillment center. This lease expires in 2017.

 

Item 3.LEGAL PROCEEDINGS

We are involved from time to time in litigation incidental to our business. We believe that the outcome of current litigation is not expected to have a material adverse effect on our results of operations or financial condition.

See Note 9 to10, “Commitments and Contingencies,” in the Notes to Consolidated Financial Statements found in Part IV Item 15 of this Form 10-K, (listed under “Litigation” under Commitments and Contingencies).for additional information related to legal proceedings.

 

Item 4.MINE SAFETY DISCLOSURES

Not applicable.

PART II

 

Item 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock hasis traded on the Nasdaq Global Select Market under the symbol “ZUMZ.” At January 28, 2012,February 1, 2014, there were 31,169,57329,619,305 shares of common stock outstanding. The following table sets forth the high and low sales prices for our common stock on the Nasdaq Global Select Market for fiscal 2011 and fiscal 2010.Market.

 

Fiscal 2011

  High   Low 

First Fiscal Quarter (January 30, 2011—April 30, 2011)

  $29.88    $22.13  

Second Fiscal Quarter (May 1, 2011—July 30, 2011)

  $30.90    $21.91  

Third Fiscal Quarter (July 31, 2011—October 29, 2011)

  $27.23    $15.85  

Fourth Fiscal Quarter (October 30, 2011—January 28, 2012)

  $32.49    $20.74  

Fiscal 2010

  High   Low 

First Fiscal Quarter (January 31, 2010—May 1, 2010)

  $22.53    $12.54  

Second Fiscal Quarter (May 2, 2010—July 31, 2010)

  $19.79    $14.98  

Third Fiscal Quarter (August 1, 2010—October 30, 2010)

  $26.45    $14.44  

Fourth Fiscal Quarter (October 31, 2010—January 29, 2011)

  $33.13    $22.24  

Fiscal 2013

  High   Low 

First Fiscal Quarter (February 3, 2013—May 4, 2013)

  $30.32    $20.47  

Second Fiscal Quarter (May 5, 2013—August 3, 2013)

  $33.50    $26.67  

Third Fiscal Quarter (August 4, 2013—November 2, 2013)

  $30.18    $23.93  

Fourth Fiscal Quarter (November 3, 2013—February 1, 2014)

  $30.90    $21.01  

Fiscal 2012

  High   Low 

First Fiscal Quarter (January 29, 2012—April 28, 2012)

  $38.79    $27.66  

Second Fiscal Quarter (April 29, 2012—July 28, 2012)

  $41.96    $31.65  

Third Fiscal Quarter (July 29, 2012—October 27, 2012)

  $38.57    $24.60  

Fourth Fiscal Quarter (October 28, 2012—February 2, 2013)

  $26.94    $17.93  

Performance Measurement Comparison

The following graph shows a comparison for total cumulative returns for Zumiez Inc., the Nasdaq Composite Index and the Nasdaq Retail Trade Index during the period commencing on February 3, 2007January 31, 2009 and ending on January 28, 2012.February 1, 2014. The comparison assumes $100 was invested on February 3, 2007January 31, 2009 in each Zumiez, the Nasdaq Composite Index and the Nasdaq Retail Trade Index, and assumes the reinvestment of all dividends, if any. The comparison in the following graph and table is required by the SEC and is not intended to be a forecast or to be indicative of future Company common stock performance.

 

 

   2/3/07   2/2/08   1/31/09   1/30/10   1/29/11   1/28/12 

Zumiez Inc.

   100.00     59.50     21.23     37.80     66.24     84.12  

Nasdaq Composite

   100.00     97.07     60.02     87.95     111.84     116.36  

Nasdaq Retail Trade

   100.00     108.17     73.39     123.33     163.38     190.39  
   1/31/09   1/30/10   1/29/11   1/28/12   2/2/13   2/1/14 

Zumiez Inc.

   100.00     178.04     312.03     396.22     295.24     300.98  

NASDAQ Composite

   100.00     145.73     185.35     196.13     222.33     296.73  

NASDAQ Retail Trade

   100.00     176.03     231.96     262.10     333.70     401.19  

Holders of the Corporation’sCompany’s Capital Stock

We had 390345 shareholders of record as of February 28, 2012.2014.

Dividends

No cash dividends have been declared on our common stock to date nor have any decisions been made to pay a dividend in the foreseeable future. Payment of dividends is evaluated on a periodic basis and if a dividend were paid, it would be subject to covenants of our lending facility, which may have the effect of restricting our ability to pay dividends.basis.

Recent Sales of Unregistered Securities

None

Issuer Purchases of Equity Securities

We did not repurchase anyThe following table presents information with respect to purchases of our common stock made during the thirteen weeks ended January 28, 2012.February 1, 2014 (in thousands, except average price paid per share):

 

Period

 Total Number of
Shares
Purchased
  Average Price
Paid per Share
  Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs (1)
  Dollar Value of
Shares that May Yet
be Repurchased
Under the Plans or
Programs (1)
 

November 3, 2013—November 30, 2013

  —     $—      —     $ 12,475  

December 1, 2013—January 4, 2014

  103    24.24    103    27,510  

January 5, 2014—February 1, 2014

  572    22.50    572    14,642  
 

 

 

   

 

 

  

Total

  675     675   
 

 

 

   

 

 

  

(1)The share repurchase program is conducted under authorizations made from time to time by our Board of Directors. In November 2012, we publicly announced that our Board of Directors authorized us to repurchase up to $22.0 million of our common stock. This repurchase program was completed in December 2012. In December 2012, we publicly announced that our Board of Directors authorized us to repurchase up to an additional $20.0 million of our common stock. On December 4, 2013, our Board of Directors superseded and replaced this program with a new $30.0 million share repurchase program that is expected to continue through January 31, 2015, unless the time period is extended or shortened by the Board of Directors.

Item 6.SELECTED FINANCIAL INFORMATIONDATA

The following selected consolidated financial information has been derived from our audited Consolidated Financial Statements. The data should be read in conjunction with our Consolidated Financial Statements and the notes thereto, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included elsewhere herein.

 

 Fiscal Year Ended  Fiscal 2013 (1) Fiscal 2012 (2) Fiscal 2011 Fiscal 2010 (3) Fiscal 2009 (4) 
 January 28,
2012
 January 29,
2011
 January 30,
2010
   January 31,
2009
   February 2,
2008
 
 (in thousands, except per share data) 

Statement of Operations Data:

       

Statement of Operations Data (in thousands, except per share data):

     

Net sales

 $555,874   $478,849   $407,603    $408,669    $381,416   $724,337   $669,393   $555,874   $478,849   $407,603  

Cost of goods sold (1)

  354,198    311,028    274,396     274,134     244,429  

Cost of goods sold

  462,577    428,109    354,198    311,028    274,396  
 

 

  

 

  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Gross profit

  201,676    167,821    133,207     134,535     136,987    261,760    241,284    201,676    167,821    133,207  

Selling, general and administrative expenses (1)

  141,444    130,454    120,472     109,927     98,042  

Selling, general and administrative expenses

  188,918    172,742    141,444    130,454    120,472  
 

 

  

 

  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Operating profit

  60,232    37,367    12,735     24,608     38,945    72,842    68,542    60,232    37,367    12,735  

Interest income, net

  1,836    1,496    1,176     2,059     1,722    711    1,410    1,836    1,496    1,176  

Other (expense) income, net

  (379  (8  96     36     3    (1,589  327    (379  (8  96  
 

 

  

 

  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Earnings before income taxes

  61,689    38,855    14,007     26,703     40,670    71,964    70,279    61,689    38,855    14,007  

Provision for income taxes

  24,338    14,652    4,876     9,499     15,344    26,016    28,115    24,338    14,652    4,876  
 

 

  

 

  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Net income

 $37,351   $24,203   $9,131    $17,204    $25,326   $45,948   $42,164   $37,351   $24,203   $9,131  
 

 

  

 

  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Earnings per share:

            

Basic

 $1.22   $0.81   $0.31    $0.59    $0.89   $1.54   $1.37   $1.22   $0.81   $0.31  
 

 

  

 

  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Diluted

 $1.20   $0.79   $0.30    $0.58    $0.86   $1.52   $1.35   $1.20   $0.79   $0.30  
 

 

  

 

  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Weighted average shares outstanding:

            

Basic

  30,527    29,971    29,499     29,127     28,609    29,810    30,742    30,527    29,971    29,499  

Diluted

  31,119    30,794    30,133     29,694     29,322    30,206    31,273    31,119    30,794    30,133  

Balance Sheet Data (in thousands):

     

Cash, cash equivalents and current marketable securities

 $117,155   $103,172   $172,798   $128,801   $108,051  

Working capital (5)

  168,472    146,115    197,927    155,400    133,927  

Total assets

  443,403    409,098    362,157    301,631    260,265  

Total long-term liabilities

  46,375    48,478    34,304    29,435    27,802  

Total shareholders’ equity

  335,654    303,421    272,277    226,735    192,676  

Other Financial Data (in thousands, except gross margin and operating margin):

     

Gross margin (6)

  36.1  36.0  36.3  35.0  32.7

Operating margin (7)

  10.1  10.2  10.8  7.8  3.1

Capital expenditures

 $35,969   $41,070   $25,508   $29,124   $16,004  

Depreciation, amortization and accretion

 $26,596   $22,957   $19,744   $17,923   $22,092  

Store Data:

     

Number of stores open at end of period

  551    498    444    400    377  

Comparable store sales (decrease) increase (8)

  (0.3%)   5.0  8.7  11.9  (10.0%) 

Net sales per store (9) (in thousands)

 $1,196   $1,240   $1,210   $1,162   $1,081  

Total store square footage (10) (in thousands)

  1,624    1,480    1,308    1,174    1,107  

Average square footage per store (11)

  2,947    2,961    2,945    2,935    2,937  

Net sales per square foot (12)

 $405   $421   $411   $396   $367  

 

(1)CostIncluded in the results for fiscal 2013 are the following charges: a) a benefit of goods sold and selling, general and administrative expenses for$2.7 million representing the fiscal years ended January 29, 2011 and January 30, 2010 have been revisedcorrection of an error related to our calculation to account for rent expense on a straight-line basis, b) a benefit of $2.6 million for the reclassificationreversal of certain expenses from selling, generalthe previously recorded expense associated with the future incentive payments to be paid in conjunction with our acquisition of Blue Tomato, c) an expense of $2.3 million for the amortization of intangible assets and administrative expenses to costd) an expense of goods sold. Reclassification of these expenses from selling, general and administrative expenses to cost of goods sold is immaterial$1.3 million for prior periods.a litigation settlement.

 

   January 28,
2012
   January 29,
2011
   January 30,
2010
   January 31,
2009
   February 2,
2008
 
   (in thousands) 

Balance Sheet Data:

          

Cash, cash equivalents and current marketable securities

  $172,798    $128,801    $108,051    $78,582    $76,532  

Working capital (1)

   197,927     155,400     133,927     112,092     92,161  

Total assets

   362,157     301,631     260,265     233,349     216,095  

Total long-term liabilities

   34,304     29,435     27,802     24,177     18,097  

Total shareholders’ equity

   272,277     226,735     192,676     177,951     154,602  

(2)Fiscal 2012 consisted of 53 weeks. All other fiscal years presented consisted of 52 weeks. In fiscal 2012, we acquired Blue Tomato for cash consideration of 59.5 million Euros ($74.8 million). Additionally, included in the results for fiscal 2012 are the following charges: a) an expense of $2.3 million associated with the future incentive payments to be paid in conjunction with our acquisition of Blue Tomato, b) an expense of $2.2 million related to a step-up in inventory to estimated fair value in conjunction with our acquisition of Blue Tomato, c) an expense of $2.1 million associated with the relocation of our ecommerce fulfillment center and home office, d) an expense of $1.9 million in transaction costs incurred in conjunction with our acquisition of Blue Tomato and e) an expense of $1.3 million for the amortization of intangible assets.

 

(1)(3)Included in the results of fiscal 2010 are the following charges: a) an expense of $2.4 million associated with the relocation of our distribution center and b) an expense of $2.1 million for a litigation settlement. Additionally, we changed our estimate of the useful lives of our leasehold improvements and the effect of this change reduced depreciation expense by $4.2 million.

(4)Included in the results of fiscal 2009 are the following charges: a) an expense of $2.5 million due to the impairment of the assets of 21 stores and b) an expense of $1.4 million for a litigation settlement.

(5)Working capital is defined as current assets minus current liabilities. Working capital for the fiscal year ended January 30, 2010 has been revised to account for the reclassification of certain assets from current assets to long-term assets. Reclassification of these assets from current assets to long-term assets is immaterial for prior periods.

 

   Fiscal Year Ended 
   January 28,
2012
  January 29,
2011
  January 30,
2010
  January 31,
2009
  February 2,
2008
 

Other Financial Data:

      

Gross margin (1)

   36.3  35.0  32.7  32.9  35.9

Capital expenditures (in thousands) (2)

  $25,508   $29,124   $16,004   $28,349   $30,722  

Depreciation, amortization and accretion (in thousands)

  $19,744   $17,923   $22,092   $19,470   $14,762  

(1)(6)Gross margin represents gross profit divided by net sales. Gross margin for the fiscal years ended January 29, 2011 and January 30, 2010 have been revised to account for the reclassification of additional expenses from selling, general and administrative expenses to cost of goods sold. Reclassification of these expenses from selling, general and administrative expenses to cost of goods sold is immaterial for prior periods.

 

(2)(7)Capital expenditures for the fiscal years ended January 29, 2011 and January 30, 2010 have been revised to account for the correction of an error in previously issued consolidated statements of cash flows (as further explained in Note 1 in our Notes to Consolidated Financial Statements). The correction of the error is immaterial for prior periods.Operating margin represents operating profit divided by net sales.

 

  Fiscal Year Ended 
  January 28,
2012
  January 29,
2011
  January 30,
2010
  January 31,
2009
  February 2,
2008
 

Store Data:

     

Number of stores open at end of period

  444    400    377    343    285  

Comparable store sales increase (decrease) (1)

  8.7  11.9  (10.0%)   (6.5%)   9.2

Net sales per store (2) (in thousands)

 $1,210   $1,162   $1,081   $1,240   $1,405  

Total store square footage at end of period (3) (in thousands)

  1,308    1,174    1,107    1,005    829  

Average square footage per store at end of period (4)

  2,945    2,935    2,937    2,930    2,909  

Net sales per square foot (5)

 $411   $396   $367   $424   $488  

(1)(8)Comparable store sales percentage changes are calculated by comparing comparable store sales for the applicable fiscal year to comparable store sales for the prior fiscal year. Comparable store sales are based on net sales, and stores are considered comparable beginning on the first anniversary of their first day of operation. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—General” for more information about how we compute comparable store sales. Comparable store sales include our ecommerce sales.

 

(2)(9)Net sales per store represents net sales, excluding ecommerce sales, for the period divided by the average number of stores open during the period. For purposes of this calculation, the average number of stores open during the period is equal to the sum of the number of stores open as of the end of each month during the periodfiscal year divided by the number of months in the period. Net sales per store excludes ecommerce sales.fiscal year.

 

(3)(10)Total store square footage at end of period includes retail selling, storage and back office space.space at the end of the fiscal year.

 

(4)(11)Average square footage per store at the end of a period is calculated based on the total store square footage at the end of period,the fiscal year, including retail selling, storage and back office space, of all stores open at the end of the period.fiscal year.

(5)(12)Net sales per square foot represents net sales, excluding ecommerce sales, for the period divided by the average square footage of stores open during the period. For purposes of this calculation, the average square footage of stores open during the period is equal to the sum of the total square footage of the stores open as of the end of each month during the periodfiscal year divided by the number of months in the period.fiscal year.

 

Item 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this document. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those discussed in “Item 1A Risk Factors.” See the cautionary note regarding forward-looking statements set forth at the beginning of Part I of the Annual Report on Form 10-K.

Overview

We are a mall based specialty retailer of action sports related apparel, footwear, equipment and accessories operating under the Zumiez brand name. At January 28, 2012, we operated 444 stores primarily located in shopping malls, giving us a presence in 38 states and Canada. Our stores cater to young men and women between the ages of 12 and 24 who seek popular brands representing a lifestyle centered on activities that include skateboarding, surfing, snowboarding, BMX and motocross. We support the action sports lifestyle and promote our brand through a multi-faceted marketing approach that is designed to integrate our brand image with our customers’ activities and interests. This approach, combined with our differentiated merchandising strategy, store design, comprehensive training programs and passionate employees, allows us to provide an experience for our customers that we believe is consistent with their attitudes, fashion tastes and identities and is otherwise unavailable in most malls. Accordingly, our success is largely dependent upon our ability to anticipate, identify and respond to the fashion tastes of our customers and to provide merchandise that satisfies customer demands.

Fiscal 2011—2013—A Review of This Past Year

In fiscal 20112013, teen retail in general experienced a challenging sales environment, with many mall based teen retailers seeing significant sales declines. Zumiez achieved recordwas not immune to the declines in traffic; however, with our distinctive brand offering and diverse product selection, as well as the unique customer experience our sales and earnings levels and continuedassociates provide, our sales results held strong relative to build on the momentumteen retail sector, with comparable stores sales down slightly while product margins remained essentially flat. At the beginning of fiscal 2013, we had seen in fiscal 2010. Sales, margins and profit all improved foranticipated the upcoming year exceeding internal projections, which was significant in an environment where increases in production costs and lingering economic worries had an impact on all of retail. In addition, while accomplishing these results,would be more challenging; however, we continuedmade a decision to makecontinue making strategic investments that we believe will reap long-term benefits focused onbenefits.

Our primary focus in fiscal 2013 was continued investments domestically and internationally in technology and people aimed at enhancing the customerconsumer experience across multiple salesall channels our customer engages with us and to build out our infrastructure in Europe where we are in the early stages of growth after the acquisition of Blue Tomato in fiscal 2012. In North America we opened 53 stores (44 in the U.S. and nine in Canada), we upgraded the zumiez.com ecommerce platform and made progress across our omni-channel initiatives, including expanding access to our inventory in all channels. In Europe we opened six stores during fiscal 2013, doubling our store count to 12 stores at the end of fiscal 2013, and we launched blue-tomato.com on our people and infrastructure aimed at improving decision making and product speed to market. a new ecommerce platform during the year.

The following table below shows net sales, operating profit and margin and diluted earnings per share growth for fiscal 20112013 compared to fiscal 2010:2012. The fiscal 2013 results include a $2.7 million benefit for the correction of an prior year error related to our calculation to account for rent expense on a straight-line basis and a $1.3 million expense for a litigation settlement. Charges in fiscal 2013 associated with the acquisition of Blue Tomato netted to a benefit of $0.1 million primarily related to a $2.6 million benefit for the reversal of the previously recorded expense associated with future incentive payments related to the transaction, offset by $2.3 million for the amortization of intangible assets. The fiscal 2012 results include $7.3 million in costs associated with the acquisition of Blue Tomato, including one-time acquisition costs, amortization of intangible assets and the costs associated with the future incentive payments related to the transaction, as well as $2.1 million in charges for the relocation of our home office and ecommerce fulfillment center.

 

  Fiscal Year Ended 
  January 28, 2012 January 29, 2011 % Change   Fiscal 2013 (1) Fiscal 2012 (1) % Change 

Net sales (in thousands)

  $555,874   $478,849    16  $724,337   $669,393    8

Operating profit (in thousands)

  $60,232   $37,367    61  $72,842   $68,542    6

Operating margin

   10.8  7.8    10.1  10.2 

Diluted earnings per share

  $1.20   $0.79    52  $1.52   $1.35    13

Our

(1)Fiscal 2013 consisted of 52 weeks versus 53 weeks in fiscal 2012.

The increase in net sales results werewas primarily driven by the net addition of 53 stores (59 new stores offset by six store closures), partially offset by the impact of one less week of sales and a 0.3% decrease in comparable store sales. The decrease in comparable stores sales was primarily driven by a decrease in transactions, partially offset by an increase in dollars per transaction partially offset by a decrease in comparable store transactions.transaction. Dollars per transaction increased primarily due to an increase in average unit retail,units per transaction, partially offset by a decline in units per transaction. These sales results were achieved with record product margins, demonstrating the strength of our distinctive product offering and the unique customer experience our store associates provide. Asaverage unit retail. Operating margin was down slightly in fiscal 2013 compared to fiscal 2012 as a result of our continued focus on managing ourdeleveraging the cost structure theseon a comparable store sales decline, including the impact of investments made in the year, and the impact of the other charges discussed above.

The results translated intofor fiscal 2013 were below our expectations and our historical growth performance; however, when viewed against the teen landscape, we are encouraged that we were able to hold comparable store sales close to flat while maintaining strong operating profitproduct margins. While we cannot project when the current traffic headwinds will end, we believe that our proven product strategies and diluteddifferentiating shopping experience, along with the enhancements we continue to make, will result in long-term earnings per share growth.

Fiscal 2012—2014—A Look At the Upcoming Year

There are indications that economic worries are less prevalent andWe enter fiscal 2014 with many of the consumer psyche seemssame challenges we faced throughout fiscal 2013. The teen retail sector is in the midst of a down cycle which appears to be improving. While there is some uncertainty, particularly in today’s global economy, unemployment figures seemdriven by a combination of factors. With limited visibility into when these headwinds will subside, we are being cautious with our outlook for the year. Fiscal 2013 was a heavy investment year relative to be improving, consumer confidence is upour top line growth. In fiscal 2014, we do not anticipate the same rate of growth for our cost structure; however, we do plan to fund the growth and the inflationary concernsstrategic initiatives that retail faced a year ago should be less impactfulsupport our long-term vision. This could put pressure on our earnings in the upcoming year. Weshort-term, but we believe that we have momentum heading into fiscal 2012, and regardless of the macro economic landscape, we should perform well relative to other retailers by staying true to what makes us unique while continuing to make return based investments.will reaplong-term benefits.

Long-term we aim to grow sales annually and grow operating profit at a faster rate than sales by focusing on our growth initiatives while managing our cost structure. Our primary growth vehicles in both our domestic and international markets are:

 

 1.Initiatives that drive comparable store sales gains;
 2.Opening high return new stores;
 3.Ecommerce penetration; and
 4.New ventures such as our recent expansion into Canada.Omni-channel initiatives.

In fiscal 20122014, we expect total sales to increase driven by an increase in comparable store sales, the opening of approximately 5055 new stores, including up to 10approximately five stores in Canada, and increased sales from our ecommerce channel. If we achieve our sales projections, we expect earnings will increase.Europe. We will make further investments in people and infrastructure in fiscal 2012,2014, building on the progress we have made through fiscal 2011,2013, primarily focused on the development of our omni-channel sales strategies continued progress onand our product assortment planning and supply chain solutions, the move of our ecommerce fulfillment center to Edwardsville, Kansas, and a capital investment related to building a new home office planned to open in the second quarter of fiscal 2012.international growth. We anticipate inventory levels per square foot to be flat or grow slightly. We expect our cash, short-term investments and working capital to increase, and do not anticipate any new borrowings on our credit facility.during the year.

General

Net sales constitute gross sales net(net of actual and estimated returns and deductions for promotions.promotions) and shipping revenue. Net sales include our in-store sales and our ecommerce sales. Net sales are allocated between in-store and ecommerce based on the location where the sale is fulfilled, which includes ecommerce shipping revenue. Ecommerce sales were 7.3%, 4.7% and 2.5% of total net sales for fiscal 2011, 2010 and 2009. Salesdoes not always represent where the customer originated the sale. We record the sale of gift cards are deferredas a current liability and recognizedrecognize revenue when a customer redeems a gift cards are redeemed. The amount of the gift card liability is determined taking into account our estimate ofcard. Additionally, the portion of gift cards that will not be redeemed or recovered (“gift card breakage”). Gift card breakage is recognized as revenuein net sales after 24 months, at which time the likelihood of redemption is considered remote based on our historical redemption data.

We report “comparable store sales” based on net sales beginning on the first anniversary of the first day of operation of a new store. Ourstore or ecommerce business. We operate a sales strategy that integrates our stores with our ecommerce platform. There is significant interaction between our in-store sales and our ecommerce sales channels and we believe that they are utilized in tandem to serve our customers. Therefore, our comparable store sales also include our ecommerce sales, due to the substantial integration of our stores and ecommerce business.sales. Changes in our comparable store sales between two periods are based on net sales of storesin-store or ecommerce businesses which were in operation during both of the two periods being compared and, if a storean in-store or ecommerce business is included in the calculation of comparable store sales for only a portion of one of the two periods being compared, then that storein-store or ecommerce business is included in the calculation for only the comparable portion of the other period. Any change in square footage of an existing comparable store, including remodels and relocations, does not eliminate that store from inclusion in the calculation of comparable store sales. Any store or ecommerce business that we acquire will be included in the calculation of comparable store sales after the first anniversary of the acquisition date. As such, Blue Tomato results are included in the calculation of comparable store sales beginning in July 2013. Current year foreign exchange rates are applied to both current year and prior year comparable store sales to achieve a consistent basis for comparison. There may be variations in the way in which some of our competitors and other apparel retailers calculate comparable or same store sales. As a result, data herein regarding our comparable store sales may not be comparable to similar data made available by our competitors or other retailers.

Cost of goods sold consists of branded merchandise costs and our private label merchandise costs including design, sourcing, importing and inbound freight costs. Our cost of goods sold also includes shrinkage, and buying, occupancy, ecommerce fulfillment, distribution and warehousing costs.costs (including associated depreciation) and freight costs for store merchandise transfers. This may not be comparable to the way in which our competitors or other retailers compute their cost of goods sold. We receive cashCash consideration received from vendors which have beenis reported as a reduction of cost of goods sold if the inventory has sold, as a reduction of the carrying value of the

inventory if the inventory is still on hand, or a reduction of selling, general and administrative expense if the amounts are reimbursements of specific, incremental and identifiable costs of selling the vendors’ products.

With respect to the freight component of our ecommerce sales, we arrange and pay the freight for our customers and bill them for this service, unless our customers have their product shipped to one of our stores or we have free shipping promotionsamounts billed to our customers in which case we do not bill our customers. Such amounts billed are included in net sales and the related freight cost is charged to cost of goods sold.

Selling, general and administrative expenses consist primarily of store personnel wages and benefits, administrative staff and infrastructure expenses, outbound freight costs for merchandise shipments from the distribution centers to the stores, store supplies, depreciation on fixed assets at our home office and stores, facility expenses, training expenses and training, advertising and marketing costs. Credit card fees, insurance, public company expenses, legal expenses, amortization of intangibles and other miscellaneous operating costs are also included in selling, general and administrative expenses. This may not be comparable to the way in which our competitors or other retailers compute their selling, general and administrative expenses.

Key Performance Indicators

Our management evaluates the following items, which we consider key performance indicators, in assessing our performance:

Comparable store sales. As previously described in detail under the caption “General,” comparable store sales provide a measure of sales growth for stores and ecommerce businesses open at least one year over the comparable prior year period.

We consider comparable store sales to be an important indicator of our current performance. Comparable store sales results are important to achieve leveraging of our costs, including store payroll and store occupancy. Comparable store sales also have a direct impact on our total net sales, operating profit, cash and working capital.

Gross profit. Gross profit measures whether we are optimizing the price and inventory levels of our merchandise. Gross profit is the difference between net sales and cost of goods sold. Any inability to obtain acceptable levels of initial markups or any significant increase in our use of markdowns could have an adverse effect on our gross profit and results of operations.

Operating profit.We view operating profit as a key indicator of our success. Operating profit is the difference between gross profit and selling, general and administrative expenses. The key drivers of operating profit are comparable store sales, gross profit, our ability to control selling, general and administrative expenses and our level of capital expenditures affecting depreciation expense.

Storeproductivity. We review our stores’ operating profitResults of Operations

The following table presents selected items on the consolidated statements of income as a measurepercent of their profitability.net sales:

   Fiscal 2013  Fiscal 2012  Fiscal 2011 

Net sales

   100.0  100.0  100.0

Cost of goods sold

   63.9  64.0  63.7
  

 

 

  

 

 

  

 

 

 

Gross profit

   36.1  36.0  36.3

Selling, general and administrative expenses

   26.0  25.8  25.5
  

 

 

  

 

 

  

 

 

 

Operating profit

   10.1  10.2  10.8

Interest and other (expenses)/income, net

   (0.2%)   0.3  0.3
  

 

 

  

 

 

  

 

 

 

Earnings before income taxes

   9.9  10.5  11.1

Provision for income taxes

   3.6  4.2  4.4
  

 

 

  

 

 

  

 

 

 

Net income

   6.3  6.3  6.7
  

 

 

  

 

 

  

 

 

 

Fiscal 2013 Results Compared With Fiscal 2012

Net Sales

Fiscal 2013 had 52 weeks versus 53 weeks in fiscal 2012. Net sales numbers for fiscal 2012 include an additional week and fiscal 2013 comparable stores sales are compared to the comparable store sales for the 52 weeks ended February 2, 2013. Net sales were $724.3 million for fiscal 2013 compared to $669.4 million for fiscal 2012, an increase of $54.9 million or 8.2%. The increase reflected the net addition of 53 stores (59 new stores offset by six store closures) and Blue Tomato sales during fiscal 2013 that were not comparable to the prior year, partially offset by the impact of the 53rd week included in fiscal 2012 results and a comparable store sales decrease of 0.3% for fiscal 2013.

The 0.3% decrease in comparable store sales was a result of a 1.0% decrease for our comparable in-store sales, partially offset by a 5.4% increase for our comparable ecommerce sales. Total ecommerce sales represented 12.3% of sales for fiscal 2013, compared to 11.2% of sales for fiscal 2012, increasing due to Blue Tomato ecommerce sales that were not comparable to the prior year and the growth in comparable ecommerce sales mentioned above. The decrease in comparable stores sales was primarily driven by a decline in comparable store transactions, partially offset by an increase in dollars per transaction. Dollars per transaction increased due to an increase in units per transaction, partially offset by a decrease in average unit retail. Comparable store sales decreases in men’s apparel, footwear and boy’s apparel were partially offset by comparable store sales increases in junior’s apparel, hardgoods and accessories. For information as to how we define comparable store sales, see “General” above.

Gross Profit

Gross profit was $261.8 million for fiscal 2013 compared to $241.3 million for fiscal 2012, an increase of $20.5 million, or 8.5%. As a percentage of net sales, gross profit increased 10 basis points in fiscal 2013 to 36.1%. The increase was primarily driven by a 40 basis points benefit due to prior year costs related to a step-up in inventory to estimated fair value in conjunction with our acquisition of Blue Tomato and a 40 basis points impact of the correction of an error related to our calculation to account for rent expense on a straight-line basis. These increases were partially offset by a 50 basis points impact due to the deleveraging of our store occupancy costs and a 50 basis points impact of the increase in ecommerce related costs due to ecommerce sales increasing as a percent of total sales.

Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses were $188.9 million for fiscal 2013 compared to $172.7 million for fiscal 2012, an increase of $16.2 million, or 9.4%. SG&A expenses as a percent of net sales increased by 20 basis points in fiscal 2013 to 26.0%. The increase was primarily driven by a 60 basis points impact of the increase in ecommerce corporate costs due to the growth and investments in our ecommerce business as a percent of total sales, a 40 basis points impact due to the deleveraging of our store operating expenses, a 20 basis points impact due to the deleveraging of our corporate costs and a 20 basis points impact of a litigation settlement charge incurred in fiscal 2013. These increases were partially offset by a 70 basis points impact of the reversal of the previously recorded expense associated with the future incentive payments to be paid in conjunction with our acquisition of Blue Tomato, a 30 basis points benefit due to prior year costs related to transaction costs incurred in conjunction with our acquisition of Blue Tomato and a 20 basis point impact due to a decrease in incentive compensation.

Net Income

Net income for fiscal 2013 was $45.9 million, or $1.52 per diluted share, compared with net income of $42.2 million, or $1.35 per diluted share, for fiscal 2012. Our effective income tax rate for fiscal 2013 was 36.1% compared to 40.0% for fiscal 2012. The decrease in the effective tax rate for fiscal 2013 compared to fiscal 2012 was primarily due to the impact of non-taxable acquisition related expenses incurred in fiscal 2012, the release of valuation allowance related to net operating losses and other deferred tax assets of foreign subsidiaries and a reduction of state and local income taxes.

Fiscal 2012 Results Compared With Fiscal 2011

Net Sales

Fiscal 2012 had 53 weeks versus 52 weeks in fiscal 2011. Net sales for the year include an additional week and fiscal 2012 comparable stores sales are compared to the comparable store sales for the 53 weeks ended February 4, 2012. Net sales were $669.4 million for fiscal 2012 compared to $555.9 million for fiscal 2011, an increase of $113.5 million or 20.4%. The increase reflected a comparable store sales increase of 5.0% for fiscal 2012 as well as the net addition of 54 stores (59 new or acquired stores offset by five store closures), which includes the acquisition of Blue Tomato during the second quarter of fiscal 2012. Included in the results for fiscal 2012 were $28.3 million in net sales of Blue Tomato.

The 5.0% increase in comparable store sales was a result of a 2.9% increase for our comparable in-store sales and a 31.8% increase for our comparable ecommerce sales. Total ecommerce sales represented 11.2% of sales for fiscal 2012, compared to 7.3% of sales for fiscal 2011, and this increase was driven by the growth in comparable ecommerce sales mentioned above and our Blue Tomato acquisition. The increase in comparable stores sales was primarily driven by an increase in dollars per transaction, partially offset by a decline in comparable store transactions. Dollars per transaction increased due to an increase in average unit retail, partially offset by a decrease in units per transaction. Comparable store sales increases in men’s apparel, junior’s apparel, footwear and hardgoods were partially offset by comparable store sales decreases in accessories and boy’s apparel. For information as to how we define comparable store sales, see “General” above.

Gross Profit

Gross profit was $241.3 million for fiscal 2012 compared to $201.7 million for fiscal 2011, an increase of $39.6 million, or 19.6%. As a percentage of net sales, gross profit decreased 30 basis points in fiscal 2012 to 36.0%. The decrease was primarily due to an 80 basis points increase in ecommerce fulfillment and ecommerce shipping expenses due to ecommerce sales increasing as a percentage of total sales and a 30 basis points impact of a $2.2 million charge recorded during fiscal 2012 related to a step-up in inventory to estimated fair value in

conjunction with our acquisition of Blue Tomato. These decreases were partially offset by a 70 basis points impact from leveraging our store occupancy costs on a 20.4% net sales increase and 30 basis points in distribution center efficiencies.

Selling, General and Administrative Expenses

SG&A expenses were $172.7 million for fiscal 2012 compared to $141.4 million for fiscal 2011, an increase of $31.3 million, or 22.1%. SG&A expenses as a percent of net sales increased by 30 basis points in fiscal 2012 to 25.8%. The increase was primarily due to a 60 basis points increase in ecommerce corporate costs due to the growth in our ecommerce business, a 30 basis points impact of a $2.3 million charge incurred during fiscal 2012 related to the estimated future incentive payments to be paid in conjunction with our acquisition of Blue Tomato, a 30 basis points impact of the $1.9 million in transaction costs incurred during fiscal 2012 in conjunction with our acquisition of Blue Tomato and a 20 basis points impact of $1.3 million in amortization of intangible assets acquired as part of our Blue Tomato acquisition. These increases were partially offset by 90 basis points in store operating efficiencies and a 30 basis points decrease in incentive compensation.

Net Income

Net income for fiscal 2012 was $42.2 million, or $1.35 per diluted share, compared with net income of $37.4 million, or $1.20 per diluted share, for fiscal 2011. Our effective income tax rate for fiscal 2012 was 40.0% compared to 39.5% for fiscal 2011. Our effective tax rate for fiscal 2012 was adversely impacted by the tax effects of the acquisition of Blue Tomato.

Seasonality and Quarterly Results

As is the case with many retailers of apparel and related merchandise, our business is subject to seasonal influences. As a result, we have historically experienced, and expect to continue to experience, seasonal and quarterly fluctuations in our net sales and operating results. Our net sales and operating results are typically lower in the first and second quarters of our fiscal year, while the back-to-school and winter holiday periods in our third and fourth fiscal quarters historically have accounted for the largest percentage of our annual net sales. Quarterly results of operations may also fluctuate significantly as a result of a variety of factors, including the timing of store openings and the relative proportion of our new stores to mature stores, fashion trends and changes in consumer preferences, calendar shifts of holiday or seasonal periods, changes in merchandise mix, timing of promotional events, general economic conditions, competition and weather conditions.

The following table sets forth selected unaudited quarterly consolidated statements of income data. The unaudited quarterly information has been prepared on a basis consistent with the audited consolidated financial statements included elsewhere herein and includes all adjustments that we consider necessary for a fair presentation of the information shown. This information should be read in conjunction with our audited consolidated financial statements and the notes thereto. The operating results for any fiscal quarter are not indicative of the operating results for a full fiscal year or for any future period and there can be no assurance that any trend reflected in such results will continue in the future.

   Fiscal 2013 (1) 
   First
Quarter
  Second
Quarter
  Third
Quarter
  Fourth
Quarter (2)
 
   (in thousands, except stores and per share data) 

Net sales

  $148,496   $157,858   $191,145   $226,838  

Gross profit

  $47,972   $55,120   $70,789   $87,879  

Operating profit

  $4,029   $7,835   $20,678   $40,300  

Net income

  $2,498   $4,739   $11,860   $26,851  

Basic earnings per share

  $0.08   $0.16   $0.40   $0.90  

Diluted earnings per share

  $0.08   $0.16   $0.39   $0.89  

Number of stores open at the end of the period

   503    529    548    551  

Comparable store sales (decrease) increase

   (0.7%)   0.9  1.5  (2.2%) 
   Fiscal 2012 (3) 
   First
Quarter
  Second
Quarter
  Third
Quarter
  Fourth
Quarter
 
   (in thousands, except stores and per share data) 

Net sales

  $129,899   $135,066   $180,023   $224,405  

Gross profit

  $42,101   $46,425   $67,075   $85,683  

Operating profit

  $7,262   $3,778   $21,401   $36,101  

Net income

  $4,527   $2,086   $12,667   $22,884  

Basic earnings per share

  $0.15   $0.07   $0.41   $0.75  

Diluted earnings per share

  $0.14   $0.07   $0.40   $0.74  

Number of stores open at the end of the period

   455    477    493    498  

Comparable store sales increase (decrease)

   12.9  9.5  3.7  (1.0%) 

(1)All quarters in fiscal 2013 are 13 week periods ended May 4, 2013, August 3, 2013, November 2, 2013 and February 1, 2014.
(2)Included in the results for the fourth quarter of fiscal 2013 are the following: a) a benefit of $5.8 million, of which $2.6 million related to prior fiscal years, for the reversal of the previously recorded expense associated with the future incentive payments to be paid in conjunction with our acquisition of Blue Tomato and b) a benefit of $3.3 million, of which $2.7 million related to prior fiscal years, representing the correction of an error related to our calculation to account for rent expense on a straight-line basis.
(3)The quarters in fiscal 2012 are 13 week periods ended April 28, 2012, July 28, 2012 and October 27, 2012 and a 14 week period ended February 2, 2013.

Liquidity and Capital Resources

Our primary uses of cash are for operational expenditures, inventory purchases and capital investments, including new stores, store remodels, store relocations, store fixtures and ongoing infrastructure improvements. Additionally, we may use cash for the repurchase of our common stock. Historically, our main source of liquidity has been cash flows from operations.

The significant components of our working capital are inventories and liquid assets such as cash, cash equivalents, current marketable securities and receivables, reduced by accounts payable and accrued expenses. Our working capital position benefits from the fact that we generally collect cash from sales to customers the same day or within several days of the related sale, while we typically have longer payment terms with our vendors.

At February 1, 2014 and February 2, 2013, cash, cash equivalents and current marketable securities were $117.2 million and $103.2 million. Working capital, the excess of current assets over current liabilities, was $168.5 million at the end of fiscal 2013, an increase of 15.3% from $146.1 million at the end of fiscal 2012. The increase in cash, cash equivalents and current marketable securities and working capital in fiscal 2013 were due primarily to cash provided by operating activities of $66.9 million, partially offset by capital expenditures of $36.0 million due primarily to the opening of 59 new stores in fiscal 2013 and the $17.6 million repurchase of common stock.

The following table summarizes our cash flows from operating, investing and financing activities (in thousands):

   Fiscal 2013  Fiscal 2012  Fiscal 2011 

Total cash provided by (used in)

    

Operating activities

  $66,894   $66,225   $68,065  

Investing activities

   (49,619  (41,079  (68,074

Financing activities

   (15,233  (22,519  3,415  

Effect of exchange rate changes on cash and cash equivalents

   13    173    16  
  

 

 

  

 

 

  

 

 

 

Increase in cash and cash equivalents

  $2,055   $2,800   $3,422  
  

 

 

  

 

 

  

 

 

 

Operating Activities

Net cash provided by operating activities increased by $0.7 million in fiscal 2013 to $66.9 million from $66.2 million in fiscal 2012. Net cash provided by operating activities decreased by $1.9 million in fiscal 2012 to $66.2 million from $68.1 million in fiscal 2011. Our operating cash flows result primarily from cash received from our customers, offset by cash payments we make for inventory, employee compensation, store occupancy expenses and other operational expenditures. Cash received from our customers generally corresponds to our net sales. Because our customers primarily use credit cards or cash to buy from us, our receivables from customers settle quickly. Changes to our operating cash flows have historically been driven primarily by changes in operating income, which is impacted by changes to non-cash items such as depreciation, amortization and accretion, deferred taxes, excess tax benefit from stock-based compensation and changes to the components of working capital.

Investing Activities

Net cash used in investing activities was $49.6 million in fiscal 2013 related to $36.0 million of capital expenditures primarily for new store openings and existing store remodels or relocations and $13.6 million in net purchases of marketable securities. Net cash used in investing activities was $41.1 million in fiscal 2012 primarily related to $69.7 million cash paid (net of cash acquired) for the acquisition of Blue Tomato and $41.1 million of capital expenditures primarily for new store openings, existing store remodels or relocations and the construction of our new home office building in Lynnwood, Washington, partially offset by $70.7 million in net sales of marketable securities. Net cash used in investing activities was $68.1 million in fiscal 2011 related to net purchases of marketable securities of $42.6 million and capital expenditures of $25.5 million for new store openings and existing store remodels or relocations.

Financing Activities

Net cash used in financing activities in fiscal 2013 was $15.2 million, primarily related to $17.6 million cash paid for repurchase of common stock, partially offset by proceeds from stock-based compensation exercises and related tax benefits of $2.6 million. Net cash used in financing activities in fiscal 2012 was $22.5 million, primarily related to $25.2 million cash paid for the repurchase of common stock, partially offset by proceeds from stock-based compensation exercises and related tax benefits of $3.0 million. Net cash provided by financing activities in fiscal 2011 was $3.4 million related to proceeds from stock-based compensation exercises and related tax benefits.

Sources of Liquidity

Our most significant sources of liquidity continue to be funds generated by operating activities and available cash, cash equivalents and current marketable securities. We expect these sources of liquidity and available borrowings under our revolving credit facility will be sufficient to meet our foreseeable cash requirements for operations and planned capital expenditures for at least the next twelve months. Beyond this time frame, if cash flows from operations are not sufficient to meet our capital requirements, then we will be required to obtain additional equity or debt financing in the future. However, there can be no assurance that equity or debt financing will be available to us when we need it or, if available, that the terms will be satisfactory to us and not dilutive to our then-current shareholders.

We maintain a secured credit agreement with Wells Fargo Bank, N.A., which provides us with a secured revolving credit facility until September 1, 2014 of up to $25.0 million, which, pursuant to an accordion feature, may be increased to $35.0 million at our discretion. The secured revolving credit facility provides for the issuance of a standby letter of credit in an amount not to exceed $5.0 million outstanding at any time and with a term not to exceed 365 days. The commercial line of credit provides for the issuance of a commercial letter of credit in an amount not to exceed $10.0 million and with terms not to exceed 120 days. The amount of borrowings available at any time under our secured revolving credit facility is reduced by the amount of standby and commercial letters of credit outstanding at that time. There were no outstanding borrowings under the secured revolving credit facility at February 1, 2014 and February 2, 2013. We had open commercial letters of credit outstanding under our secured revolving credit facility of $0.3 million at February 1, 2014 and $0.2 million at February 2, 2013. The secured revolving credit facility bears interest at the Daily Three Month LIBOR rate plus 1.00%.

Additionally, we have revolving lines of credit of up to 9.0 million Euro and other long-term debt, the proceeds of which are used to fund certain international operations. There were no outstanding borrowings under these revolving lines of credit at February 1, 2014 and February 2, 2013. The amount of borrowings under the other long-term debt was $1.9 million and $2.3 million at February 1, 2014 and February 2, 2013.

Capital Expenditures

Our capital requirements include construction and fixture costs related to the opening of new stores and remodel and relocation expenditures for existing stores. Future capital requirements will depend on many factors, including the pace of new store openings, the availability of suitable locations for new stores and the nature of arrangements negotiated with landlords. In that regard, our net investment to open a new store has varied significantly in the past due to a number of factors, including the geographic location and size of the new store, and is likely to vary significantly in the future.

During fiscal 2013, we spent $36.0 million on capital expenditures, which consisted of $30.2 million of costs related to investment in 59 new stores and 13 remodeled or relocated stores, $3.1 million associated with improvements to our websites and $2.7 million in other improvements.

During fiscal 2012, we spent $41.1 million on capital expenditures, which consisted of $28.7 million of costs related to investment in 53 new stores and 19 remodeled or relocated stores, $9.8 million of costs associated with the construction of our new home office building in Lynnwood, Washington and $2.6 million in other improvements.

During fiscal 2011, we spent $25.5 million on capital expenditures, which consisted of $21.2 million of costs related to investment in 45 new stores and 11 remodeled or relocated stores, $2.4 million of costs associated with the construction of our new home office building in Lynnwood, Washington and $1.9 million in other improvements.

In fiscal 2014, we expect to spend approximately $37 million to $39 million on capital expenditures, a majority of which will relate to leasehold improvements and fixtures for the approximately 55 new stores we plan to open in fiscal 2014 and remodels or relocations of existing stores. There can be no assurance that the number of stores that we actually open in fiscal 2014 will not be different from the number of stores we plan to open, or that actual fiscal 2014 capital expenditures will not differ from this expected amount.

Critical Accounting Estimates

Our consolidated financial statements are prepared in accordance with U.S. GAAP. In connection with the preparation of our consolidated financial statements, we are required to make assumptions and estimates about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believeswe believe to be relevant at the time our consolidated financial statements are prepared. On a regular basis, we review the accounting policies, assumptions, estimates and judgments to ensure that our consolidated financial statements are presented fairly and in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

Our significant accounting policies are discussed in Note 2, Summary“Summary of Significant Accounting Policies, of” in the Notes to Consolidated Financial Statements includedfound in Part IV Item 15 “Exhibits and Consolidated Financial Statements,” of this Annual Report on Form 10-K. We believe that the following accounting estimates are the most critical to aid in fully understanding and evaluating our reported financial results, and they require our most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain.

Description

  

Judgments and Uncertainties

  

Effect If Actual Results Differ

From Assumptions

Valuation of Merchandise Inventories    

We value our inventory at the lower of cost or fair market value through the establishment of write-down and inventory loss reserves.

 

Our write-down reserve represents the excess of the carrying value over the amount we expect to realize from the ultimate sales or other disposal of the inventory. Write-downs establish a new cost basis for our inventory. Subsequent changes in facts or circumstances do not result in the restoration of previously recorded write-downs or an increase in that newly established cost basis.

 

Our inventory loss reserve represents anticipated physical inventory losses (“shrinkage reserve”) that have occurred since the last physical inventory dates. Each quarter, we reserve for anticipated physical inventory losses on an aggregate basis.inventory.

  

Our write-down reserve contains uncertainties because the calculation requires management to make assumptions based on the current rate of sales, the age of inventory, theand profitability of the inventory and other factors.

 

Our inventory lossshrinkage reserve contains uncertainties because the calculation requires management to make assumptions and to apply judgment regarding a number of factors, including historical percentages that can be affected by changes in merchandise mix and changes in actual shrinkage trends.

  

We have not made any material changes in the accounting methodology used to calculate our write-down and inventory lossshrinkage reserves in the past three fiscal years. We do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions we use to calculate our inventory reserves. However, if actual results are not consistent with our estimates and assumptions, we may be exposed to losses or gains that could be material.

 

A 10% decrease in ultimate sales price at January 28, 2012February 1, 2014 would have affecteddecreased net income by $0.1 million in fiscal 2011.2013.

 

A 10% differenceincrease in actual physical inventory shrinkage reserved at January 28, 2012February 1, 2014 would have affecteddecreased net income by $0.2 million in fiscal 2011.2013.

Fixed Assets    

We review the carrying value of our fixed assets for impairment whenever events or changes in circumstances indicate that the carrying value of such asset may not be recoverable.

 

Recoverability of assets to be held and used is determined by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered impaired, the impairment recognized is measured by comparing the projected individual store discounted cash flow of the asset to the asset carrying values.value. Declines in projected store cash flow of the assets could result in the impairment of assets.impairment.

 

The actual economic lives of our fixed assets may be different from our estimated useful lives, thereby resulting in a different carrying value. These evaluations could result in a change in the depreciable lives of these assets and therefore our depreciation expense in future periods.

  

Our impairment loss calculations contain uncertainties because they require management to make assumptions and to apply judgment to estimate future cash flows and asset fair values, including forecasting future sales, gross profit and operating expenses and selecting the discount rate that reflects the risk inherent in future cash flows.expenses.

 

Our fixed assets accounting methodology contains uncertainties because it requires management to make estimates with respect to the useful lives of our fixed assets that we believe are reasonable.

  

We do not believe there is a reasonable likelihood that there will be a material change in the estimates or assumptions we use to calculate long-livedfixed asset impairment losses. However, if actual results are not consistent with our estimates and assumptions, our operating results could be adversely affected.

 

Although management believes that the current useful liveslife estimates assigned to our fixed assets are reasonable, factors could cause us to change our estimates, thus affecting the future calculation of depreciation.

Description

  

Judgments and Uncertainties

  

Effect If Actual Results Differ

From Assumptions

Revenue Recognition    

Revenue is recognized upon purchase at our retail store locations. For orders placed through our website,ecommerce sales, revenue is recognized upon estimated delivery to the customer. Revenue is recorded net of estimated and actual sales returns and deductions for promotions.

 

Revenue is not recorded on the sale of gift cards. AWe record the sale of gift cards as a current liability is recorded upon sale, and recognize revenue is recognized when thea customer redeems a gift card is redeemed for merchandise. The amount of the gift card liability is determined taking into account ourcard. Additionally, an estimate of the portion of gift cards that willis not expected to be redeemed or recovered (“gift card breakage”). Gift card breakage is recognized as revenuein net sales after 24 months, at which time the likelihood of redemption is considered remote based on our historical redemption data.

  Our revenue recognition accounting methodology contains uncertainties because it requires management to make assumptions regarding future sales returns and the amount and timing of gift cards projected to be redeemed by gift card recipients. Our estimate of the amount and timing of sales returns and gift cards to be redeemed is based primarily on historical transaction experience.  

We have not made any material changes in the accounting methodology used to measure future sales returns or recognize revenue for our gift card program in the past three fiscal years. We do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions we use to recognize revenue. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to losses or gains that could be material.

 

A 10% changeincrease in our sales return reserve at January 28, 2012February 1, 2014 would have affecteddecreased net income by $0.1 million in fiscal 2011.2013.

 

A 10% changeincrease in our unredeemed gift card breakage life at January 28, 2012February 1, 2014 would have affecteddecreased net income by $0.3$0.4 million in fiscal 2011.2013.

Stock-Based Compensation    

We maintain the Zumiez Inc. 2005 Equity Incentive Plan under whichgrant restricted stock and non-qualified stock options have been granted to employees and non-employee directors.

 

We determine the fair value of our restricted stock awards based on the closing market price of our stock on the grant date. In determining the fair value of our stock options, we use the Black-Scholes option pricing model. The estimated fair value of stock-based awards is recognized as compensation expense over the vesting period, net of estimated forfeitures.

  The calculation of stock-based compensation expense requires management to make assumptions and to apply judgment to estimate the number of stock awards that will ultimately vest and to determine the fair value of our stock option awards. These assumptions and judgments include estimating future employee turnover rates and the inputs to the Black-Scholes option pricing model, including future employee stock option exercise behaviors.expected term. Changes in these assumptions can materially affect our stock-based compensation expense.  

We do not believe there is a reasonable likelihood there will be a material change in the future estimates or assumptions we use to determine stock-based compensation expense. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to changes in stock-based compensation expense that could be material.

A 10% change in our stock-based compensation expense in fiscal 2011 would have affected net income by $0.3 million in fiscal 2011.

Description

  

Judgments and Uncertainties

  

Effect If Actual Results Differ

From Assumptions

Accounting for Income Taxes    

As part of the process of preparing the consolidated financial statements, income taxes are estimated for each of the jurisdictions in which we operate. This process involves estimating actual current tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included on the consolidated balance sheets. Valuation allowances may be established when necessary to reduce deferred tax assets to the amount expected to be realized.

We regularly evaluate the likelihood of realizing the benefit for income tax positions we have taken in various federal, state and foreign filings by considering all relevant facts, circumstances and information available to us. If we believe it is more likely than not that our position will be sustained, we recognize a benefit at the largest amount that we believe is cumulatively greater than 50% likely to be realized.

  

Significant judgment is required in evaluating our tax positions and determining our provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. For example, our effective tax rates could be adversely affected by earnings being lower than anticipated in jurisdictions where we have lower statutory rates and higher than anticipated in jurisdictions where we have higher statutory rates, by changes in the valuation of our deferred tax assets and liabilities or by changes in the relevant tax, accounting and other laws, regulations, principles and interpretations.

Unrecognized tax benefits require significant management judgment regarding applicable statutes and their related interpretation and our particular facts and circumstances.

  

Although management believes that the income tax related judgments and estimates are reasonable, actual results could differ and we may be exposed to losses or gains that could be material.

 

Upon income tax audit, any unfavorable tax settlement generally would require use of our cash and may result in an increase in our effective income tax rate in the period of resolution. A favorable tax settlement may be recognized as a reduction in our effective income tax rate in the period of resolution.

Accounting for Contingencies    
We are subject to various claims and contingencies related to lawsuits, insurance, regulatory and other matters arising out of the normal course of business. We accrue a liability if the likelihood of an adverse outcome is probable and the amount is estimable. If the likelihood of an adverse outcome is only reasonably possible (as opposed to probable), or if an estimate is not determinable, we provide disclosure of a material claim or contingency in the Notes to the Consolidated Financial Statements.  Significant judgment is required in evaluating our claims and contingencies, including determining the probability that a liability has been incurred and whether such liability is reasonably estimable. The estimated accruals for claims and contingencies are made based on the best information available, which can be highly subjective.  Although management believes that the contingenciescontingency related judgments and estimates are reasonable, our accrual for claims and contingencies could fluctuate as additional information becomes known, thereby creating variability in our results of operations from period to period. Additionally, actual results could differ and we may be exposed to losses or gains that could be material.

Results of Operations

The following table presents, for the periods indicated, selected items in the consolidated statements of operations as a percent of net sales:

Description

Judgments and Uncertainties

Effect If Actual Results Differ

From Assumptions

Goodwill and Other Indefinite-lived Intangible Assets

We test goodwill and other indefinite-lived intangible assets for impairment on an annual basis, or as indicators of impairment are present.

   Fiscal Year Ended 
   January 28,
2012
  January 29,
2011
  January 30,
2010
 

Net sales

   100.0  100.0  100.0

Cost of goods sold (1)

   63.7  65.0  67.3
  

 

 

  

 

 

  

 

 

 

Gross profit

   36.3  35.0  32.7

Selling, general and administrative expenses (1)

   25.5  27.2  29.6
  

 

 

  

 

 

  

 

 

 

Operating profit

   10.8  7.8  3.1

Interest and other income, net

   0.3  0.3  0.3
  

 

 

  

 

 

  

 

 

 

Earnings before income taxes

   11.1  8.1  3.4

Provision for income taxes

   4.4  3.0  1.2
  

 

 

  

 

 

  

 

 

 

Net income

   6.7  5.1  2.2
  

 

 

  

 

 

  

 

 

 

 

(1)Cost

We have an option to first assess qualitative factors for our goodwill impairment analysis to determine whether it is necessary to perform the quantitative test based on whether it is more likely than not that the fair value of goods solda reporting unit is less than its carrying amount. If we choose not to perform the qualitative test, or we determine that it is more likely than not that the fair value of the reporting unit is less than the carrying amount, we perform a quantitative two-step impairment test.

We test our indefinite-lived assets by estimating the fair value of the asset and selling, general and administrative expensescomparing that to the carrying value, an impairment loss is recorded for the fiscal years ended January 29, 2011amount that carrying value exceeds the estimated fair value. The fair value of the trade names and January 30, 2010trademarks is determined using the relief from royalty method, which requires management to make assumptions and to apply judgment, including forecasting future sales, expenses, discount rates and royalty rates.

Our goodwill and other indefinite-lived intangible assets impairment loss calculations contain uncertainties because they require management to make assumptions in the qualitative assessment of relevant events and circumstances and estimating the fair value of our reporting units and indefinite-lived intangible assets, including estimating future cash flows and other inputs. These calculations contain uncertainties because they require management to make assumptions and to apply judgment to estimate economic factors and the profitability of future business operations and if necessary, the fair value of a reporting units’ assets and liabilities. Further, our ability to realize the future cash flows used in our fair value calculations is affected by factors such as changes in economic conditions, changes in our operating performance and changes in our business strategies.We do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions we use to test for impairment losses on goodwill. Based on the results of our annual impairment test for goodwill and other indefinite-lived intangible assets, no impairment was recorded. We believe based on our assessment discussed above our goodwill and other indefinite-lived intangible assets are not at risk of impairment. However, if actual results are not consistent with our estimates or assumptions or there are significant changes in any of these estimates, projections and assumptions could have been revised to account fora material effect of the reclassificationfair value of certain expenses from selling, generalthese assets in future measurement periods and administrative expenses to costresult in an impairment which could materially affect our results of goods sold.operations.

Fiscal 2011 Results Compared With Fiscal 2010

Net Sales

Net sales were $555.9 million for fiscal 2011 compared to $478.8 million for fiscal 2010, an increase of $77.1 million or 16.1%. The increase reflected a comparable store sales increase of 8.7% for fiscal 2011 as well as the net addition of 44 stores (45 new stores offset by one store closure) in fiscal 2011.

The increase in comparable stores sales was primarily driven by an increase in dollars per transaction, partially offset by a decline in comparable store transactions. Dollars per transaction increased due to an increase in average unit retail, partially offset by a decrease in units per transaction. Comparable store sales increases in footwear, men’s apparel, accessories and junior’s apparel were partially offset by comparable store sales decreases in hardgoods and boy’s apparel. For information as to how we define comparable stores, see “General” above.

Gross Profit

Gross profit was $201.7 million for fiscal 2011 compared to $167.8 million for fiscal 2010, an increase of $33.9 million, or 20.2%. As a percentage of net sales, gross profit increased 130 basis points for fiscal 2011 to 36.3% from 35.0% for fiscal 2010. The increase was primarily due to a 50 basis points impact of the exit costs and other charges of $2.4 million incurred in fiscal 2010 related to the relocation of our distribution center, 50 basis points due to leveraging our store occupancy costs on a 16.1% net sales increase, 30 basis points in distribution center efficiencies and product margin improvement of 20 basis points, partially offset by a 30 basis points increase in ecommerce shipping costs due to the growth of the ecommerce business.

Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses were $141.4 million for fiscal 2011 compared to $130.5 million for fiscal 2010, an increase of $10.9 million, or 8.4%. SG&A expenses as a percent of sales decreased by 170 basis points for fiscal 2011 to 25.5% compared to 27.2% for fiscal 2010. The primary contributors to this decrease were 120 basis points due to store operating expense efficiencies, a 40 basis points impact of a litigation settlement charge of $2.1 million incurred in fiscal 2010 and a 60 basis points decrease in corporate costs, partially offset by an increase in ecommerce operating expenses as a percent of total sales of 30 basis points due to the growth of the ecommerce business.

Net Income

Net income for fiscal 2011 was $37.4 million, or $1.20 per diluted share, compared with net income of $24.2 million, or $0.79 per diluted share, for fiscal 2010. Our effective income tax rate for fiscal 2011 was 39.5% compared to 37.7% for fiscal 2010.

Fiscal 2010 Results Compared With Fiscal 2009

Net Sales

Net sales were $478.8 million for fiscal 2010 compared to $407.6 million for fiscal 2009, an increase of $71.2 million or 17.5%. The increase reflected a comparable store sales increase of 11.9% for fiscal 2010 as well as the net addition of 23 stores (27 new stores offset by four store closures) in fiscal 2010.

The increase in comparable stores sales was primarily driven by an increase in comparable store transactions, partially offset by a decline in dollars per transaction. Dollars per transaction decreased due to a decrease in average unit retail and units per transaction. Comparable store sales increases in men’s apparel, accessories, footwear, boy’s apparel and junior’s apparel were partially offset by comparable store sales decreases in hardgoods. For information as to how we define comparable stores, see “General” above.

Gross Profit

Gross profit was $167.8 million for fiscal 2010 compared to $133.2 million for fiscal 2009, an increase of $34.6 million, or 26.0%. As a percentage of net sales, gross profit increased 230 basis points for fiscal 2010 to 35.0% from 32.7% for fiscal 2009. The increase was primarily due to product margin improvement of 140 basis points and a 140 basis points decrease in store occupancy costs, partially offset by a 50 basis points increase due to distribution costs primarily associated with the exit costs and other charges of $2.4 million related to the relocation of our distribution center.

Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses were $130.5 million for fiscal 2010 compared to $120.5 million for fiscal 2009, an increase of $10.0 million, or 8.3%. SG&A expenses as a percent of sales decreased by 240 basis points for fiscal 2010 to 27.2% compared to 29.6% for fiscal 2009. The primary contributors to this decrease were 110 basis points due to store operating expense efficiencies gained by growing expenses at a slower rate than sales growth, the effect of the change in accounting estimate for the depreciable lives of our leasehold improvements of 90 basis points (as further explained in Note 2 in our Notes to Consolidated Financial Statements), 60 basis points due to impairment charges of $2.5 million on 21 stores in fiscal 2009 and a 30 basis points impact of a litigation settlement charge of $1.3 million incurred fiscal 2009, partially offset by a 40 basis points impact of a litigation settlement charge of $2.1 million incurred in fiscal 2010.

Exit or Disposal Activities

On March 2, 2010, we acquired a 168,450 square foot building in Corona, California for $11.8 million and we have relocated our distribution facility from Everett, Washington to this facility. We believe that we will be more effective distributing our products through a distribution center located in Corona, California due to the majority of our vendors being located in Southern California. Cumulatively, during fiscal 2010, we recorded $0.9 million of employee benefit costs (severance and performance bonuses), $0.6 million of lease termination costs, $0.3 million of loss on disposal of long-lived assets and $0.8 million of other costs to exit the facility, partially offset by a $0.2 million benefit for the related deferred rent liability. These amounts are included in cost of goods sold in our consolidated statements of operations.

Net Income

Net income for fiscal 2010 was $24.2 million, or $0.79 per diluted share, compared with net income of $9.1 million, or $0.30 per diluted share, for fiscal 2009. Our effective income tax rate for fiscal 2010 was 37.7% compared to 34.8% for fiscal 2009.

Seasonality and Quarterly Results

As is the case with many retailers of apparel and related merchandise, our business is subject to seasonal influences. As a result, we have historically experienced, and expect to continue to experience, seasonal and quarterly fluctuations in our net sales and operating results. Our net sales and operating results are typically lower in the first and second fiscal quarters of our fiscal year, while the back-to-school and winter holiday periods in our third and fourth fiscal quarters historically have accounted for the largest percentage of our annual net sales. Quarterly results of operations may also fluctuate significantly as a result of a variety of factors, including the timing of store openings and the relative proportion of our new stores to mature stores, fashion trends and changes in consumer preferences, calendar shifts of holiday or seasonal periods, changes in merchandise mix, timing of promotional events, general economic conditions, competition and weather conditions.

The following table sets forth selected unaudited quarterly consolidated statements of operations data for the last two recent fiscal years. The unaudited quarterly information has been prepared on a basis consistent with the audited consolidated financial statements included elsewhere herein and includes all adjustments that we

consider necessary for a fair presentation of the information shown. This information should be read in conjunction with our audited consolidated financial statements and the notes thereto. The operating results for any fiscal quarter are not indicative of the operating results for a full fiscal year or for any future period and there can be no assurance that any trend reflected in such results will continue in the future.

   Fiscal Year Ended January 28, 2012 (1) 
   First
Quarter
  Second
Quarter
  Third
Quarter
  Fourth
Quarter
 
   (in thousands, except stores and per share data) 

Net sales

  $105,851   $112,213   $153,951   $183,859  

Gross profit (3)

  $33,190   $37,062   $59,921   $71,503  

Operating profit

  $2,552   $3,550   $22,817   $31,313  

Net income

  $1,886   $2,591   $14,137   $18,737  

Basic earnings per share

  $0.06   $0.08   $0.46   $0.61  

Diluted earnings per share

  $0.06   $0.08   $0.45   $0.60  

Number of stores open at the end of the period

   408    424    442    444  

Comparable store sales increase

   12.6  7.5  6.0  9.7
   Fiscal Year Ended January 29, 2011 (2) 
   First
Quarter
  Second
Quarter
  Third
Quarter
  Fourth
Quarter
 
   (in thousands, except stores and per share data) 

Net sales

  $89,096   $97,702   $135,859   $156,192  

Gross profit (3)

  $25,325   $30,290   $52,313   $59,893  

Operating profit (loss)

  $(3,254 $(2,368 $18,975   $24,014  

Net income (loss)

  $(1,900 $(1,214 $12,312   $15,005  

Basic earnings (loss) per share

  $(0.06 $(0.04 $0.41   $0.50  

Diluted earnings (loss) per share

  $(0.06 $(0.04 $0.40   $0.49  

Number of stores open at the end of the period

   381    393    400    400  

Comparable store sales increase

   9.1  9.3  14.4  13.0

(1)All quarters
Future Incentive Payments
In conjunction with our acquisition of Blue Tomato in fiscal year ended January 28, 2012, there is the possibility of future incentive payments to the sellers and certain employees of Blue Tomato in an aggregate amount of up to 22.1 million Euros ($29.9 million, using the exchange rate as of February 1, 2014) to the extent that certain financial metrics are 13 week periods ended April 30, 2011, July 30, 2011, October 29, 2011 and January 28, 2012.
(2)All quarters in fiscal year ended January 29, 2011 are 13 week periods ended May 1, 2010, July 31, 2010, October 30, 2011 and January 29, 2011.
(3)Gross profit for the first, second and third quarters of the fiscal year ended January 28, 2012 and all quartersmet for the fiscal year ended January 29, 2011 have been revisedending April 30, 2015 and the sellers and certain employees remain employed with Blue Tomato through April 30, 2015. Of the 22.1 million Euros future incentive payments, 17.1 million Euros ($23.1 million) is payable in cash, while 5.0 million Euros ($6.8 million) is payable in shares of our common stock. We estimate future incentive payments based on internal projections of future Blue Tomato financial performance.Our future incentive payments calculation contains uncertainties because it requires management to accountmake assumptions and to apply judgment to estimate future Blue Tomato performance, including forecasting future sales, gross profit, operating expenses, number of new stores and capital expenditures.At February 1, 2014, we estimated that we will not be obligated for future incentive payments. Although management believes that the reclassification of certain expenses from selling, generaljudgments and administrative expensesestimates related to cost of goods sold.the future incentive payments are reasonable, actual results could differ and we may be required to recognize additional expense related to the future incentive payments.

Liquidity and Capital Resources

Our primary uses of cash are for operational expenditures, capital investments, inventory purchases, store remodeling, store fixtures and ongoing infrastructure improvements such as technology enhancements and distribution capabilities. Historically, our main sources of liquidity have been cash flows from operations.

The significant components of our working capital are inventory and liquid assets such as cash, cash equivalents, current marketable securities and receivables, reduced by accounts payable and accrued expenses. Our working capital position benefits from the fact that we generally collect cash from sales to customers the same day or within several days of the related sale, while we typically have longer payment terms with our vendors.

At January 28, 2012 and January 29, 2011, cash, cash equivalents and current marketable securities were $172.8 million and $128.8 million. Working capital, the excess of current assets over current liabilities, was $197.9 million at the end of fiscal 2011, up 27.4% from $155.4 million at the end of fiscal 2010. The increase in

cash, cash equivalents and current marketable securities and working capital in fiscal 2011 were due primarily to the increased cash flow from operations driven primarily by an increase in net income, partially offset by the costs of opening 45 stores in fiscal 2011.

The following table summarizes our cash flows from operating, investing and financing activities for each of the past three fiscal years (in thousands):

   Fiscal Year Ended 
   January 28,
2012
  January 29,
2011
  January 30,
2010
 

Total cash provided by (used in)

    

Operating activities

  $68,065   $48,455   $44,572  

Investing activities

   (68,074  (43,774  (77,521

Financing activities

   3,415    5,108    1,460  

Effect of exchange rate changes on cash and cash equivalents

   16    —      —    
  

 

 

  

 

 

  

 

 

 

Increase (decrease) in cash and cash equivalents

  $3,422   $9,789   $(31,489
  

 

 

  

 

 

  

 

 

 

Operating Activities

Net cash provided by operating activities increased by $19.6 million in fiscal 2011 to $68.1 million from $48.5 million in fiscal 2010. Net cash provided by operating activities increased by $3.9 million in fiscal 2010 to $48.5 million from $44.6 million in fiscal 2009. Our operating cash flows result primarily from cash received from our customers, offset by cash payments we make for inventory, employee compensation, store occupancy expenses and other operational expenditures. Cash received from our customers generally corresponds to our net sales. Because our customers primarily use credit cards or cash to buy from us, our receivables from customers settle quickly. Changes to our operating cash flows have historically been driven primarily by changes in operating income, which is impacted by changes to non-cash items such as depreciation, amortization and accretion, deferred taxes, and excess tax benefit from stock-based compensation, and changes to the components of working capital.

Investing Activities

Net cash used in investing activities was $68.1 million in fiscal 2011 primarily related to net purchases of marketable securities of $42.6 million and capital expenditures of $25.5 million for new store openings and existing store renovations. Net cash used in investing activities was $43.8 million in fiscal 2010 primarily related to capital expenditures of $29.1 million for new store openings, existing store renovations and the purchase of our new distribution center in Corona, California and net purchases of marketable securities of $14.7 million. Net cash used in investing activities was $77.5 million in fiscal 2009 primarily related to net purchases of marketable securities of $61.5 million and capital expenditures for new store openings and existing store renovations of $16.0 million.

Financing Activities

Net cash provided by financing activities in fiscal 2011, 2010 and 2009 was $3.4 million, $5.1 million and $1.5 million related to proceeds from stock option exercise and the associated tax benefits.

Sources of Liquidity

Our most significant sources of liquidity continue to be funds generated by operating activities, available cash, cash equivalents and current marketable securities. We expect these sources of liquidity and available borrowings under our revolving credit facility will be sufficient to meet our foreseeable cash requirements for

operations and planned capital expenditures for at least the next twelve months. Beyond this time frame, if cash flows from operations and borrowings under our revolving credit facility are not sufficient to meet our capital requirements, then we will be required to obtain additional equity or debt financing in the future. However, there can be no assurance that equity or debt financing will be available to us when we need it or, if available, that the terms will be satisfactory to us and not dilutive to our then-current shareholders.

On August 29, 2011, we renewed and amended our secured credit agreement with Wells Fargo Bank, N.A., and the prior facility agreement was terminated. The credit agreement provides us with a secured revolving credit facility until September 1, 2013 of up to $25.0 million, which, pursuant to an accordion feature, may be increased to $35.0 million at our discretion. The secured revolving credit facility provides for the issuance of standby letter of credits in an amount not to exceed $5.0 million outstanding at any time and with a term not to exceed 365 days. The commercial line of credit provides for the issuance of commercial letter of credits in an amount not to exceed $10.0 million and with terms not to exceed 120 days. The amount of borrowings available at any time under our secured revolving credit facility is reduced by the amount of standby and commercial letters of credit outstanding at that time. There were no outstanding borrowings under the secured revolving credit facility at January 28, 2012 and January 29, 2011. We had open commercial letters of credit outstanding under our secured revolving credit facility of $0.9 million at January 28, 2012 and $0.5 million at January 29, 2011. The secured revolving credit facility bears interest at the Daily One Month LIBOR rate plus 1.00%. The credit agreement contains a number of restrictions and covenants that generally limit our ability to, among other things, (1) incur additional debt, (2) undergo a change in ownership and (3) enter into certain transactions. The credit agreement also contains financial covenants that require us to meet certain specified financial tests and ratios, including, a maximum net loss not to exceed $10.0 million after taxes on a trailing four-quarter basis provided, that, there shall be added to net income all charges for impairment of goodwill and store assets not to exceed $5.0 million in aggregate, and a minimum quick ratio of 1.25. The quick ratio is defined as our cash and near cash equivalents plus certain defined receivables divided by the outstanding borrowings. Our accounts receivable, general intangibles, inventory and equipment have been pledged to secure our obligations under the credit agreement. We must also provide financial information and statements to our lender. We were in compliance with all such covenants at January 28, 2012.

Capital Expenditures

Our capital requirements include construction and fixture costs related to the opening of new stores and remodeling expenditures for existing stores. Future capital requirements will depend on many factors, including the pace of new store openings, the availability of suitable locations for new stores and the nature of arrangements negotiated with landlords. In that regard, our net investment to open a new store has varied significantly in the past due to a number of factors, including the geographic location and size of the new store, and is likely to vary significantly in the future.

During fiscal 2011, we spent $25.5 million on capital expenditures, related to investment in 45 new stores and 11 remodeled stores at a cost of $21.2 million, $2.4 million for costs associated with the construction of our new home office building in Lynnwood, Washington and $1.9 million in other improvements.

During fiscal 2010, we spent $29.1 million on capital expenditures, related to investment in 27 new stores and 3 remodeled stores at a cost of $9.7 million, the acquisition and build-out costs of our new distribution center in Corona, California of $12.9 million, the acquisition costs of $3.2 million for land for our new home office in Lynnwood, Washington, and $3.3 million in other improvements.

During fiscal 2009, we spent $16.0 million on capital expenditures, related to investment in 36 new stores and 7 remodeled stores at a cost of $14.2 million and $1.8 million in other improvements.

In upcoming fiscal 2012, we expect to spend approximately $42 million to $44 million on capital expenditures, a majority of which will relate to leasehold improvements and fixtures for the approximately 50 new stores we plan to open in fiscal 2012, remodels of existing stores and the completion of the construction of

our new home office building in Lynnwood, Washington. There can be no assurance that the number of stores that we actually open in fiscal 2012 will not be different from the number of stores we plan to open, or that actual fiscal 2012 capital expenditures will not differ from this expected amount.

Contractual Obligations and Commercial Commitments

There were no material changes outside the ordinary course of business in our contractual obligations during the fiscal year ended January 28, 2012.2013. The following table summarizes the total amount of future payments due under our contractual obligations at January 28, 2012February 1, 2014 (in thousands):

 

  Total  Fiscal
2012
  Fiscal 2013 and
Fiscal 2014
  Fiscal 2015 and
Fiscal 2016
  Thereafter 

Operating Lease Obligations

 $413,953   $55,238   $112,870   $102,499   $143,346  

Purchase Obligations

  87,202    87,202    —      —      —    
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

 $501,155   $142,440   $112,870   $102,499   $143,346  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   Total  Fiscal 2014  Fiscal 2015 and
Fiscal 2016
  Fiscal 2017 and
Fiscal 2018
  Thereafter 

Operating lease obligations (1)

 $353,815   $53,295   $102,308   $83,231   $114,981  

Purchase obligations (2)

  132,587    132,587    —      —      —    

Long-term debt obligations (3)

  2,048    355    636    496    561  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total (4)

 $488,450   $186,237   $102,944   $83,727   $115,542  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

We occupy our retail stores and combined home office and ecommerce fulfillment center under operating leases generally with terms of five to ten years. At January 28, 2012, we were committed to property owners for operating lease obligations for $414.0 million. A majority of our leases provide for ongoing co-tenancy requirements or early cancellation clauses that would further lower rental rates, or permit lease terminations, or both, in the event that co-tenants cease to operate for specific periods or if certain sales levels are not met in specific periods. Most of the store leases require payment of a specified minimum rent and a contingent rent based on a percentage of the store’s net sales in excess of a specified threshold. Amounts in the above table do not include percentage rent, common area maintenance charges or real estate taxes unless these costs are fixed and determinable.

At January 28, 2012, we had outstanding purchase orders to acquire merchandise from vendors for $87.2 million, including $0.9 million of letters of credit outstanding. We have an option to cancel these commitments with no notice prior to shipment, except for private label purchase orders in which we are obligated to repay certain contractual amounts upon cancellation.

(1)Amounts do not include contingent rent and real estate taxes, insurance, common area maintenance charges and other executory costs obligations. See Note 10, “Commitments and Contingencies,” in the Notes to Consolidated Financial Statements found in Part IV Item 15 of the Form 10-K, for additional information related to our operating leases.
(2)We have an option to cancel these commitments with no notice prior to shipment, except for certain private label purchase orders in which we are obligated to repay contractual amounts upon cancellation.
(3)Amounts include long-term debt principal and scheduled interest payments.
(4)The table above excludes the potential future incentive payments to the sellers and certain employees of Blue Tomato in an aggregate amount of up to 22.1 million Euros ($29.9 million, using the exchange rate as of February 1, 2014) to the extent that certain financial metrics are met and the sellers and certain employees remain employed with Blue Tomato through April 2015. At February 1, 2014, we estimated that we will not be obligated for future incentive payments. See Note 3, “Business Combination,” in the Notes to Consolidated Financial Statements found in Part IV Item 15 of the Form 10-K, for additional information related to the future incentive payments. Also excluded from the table above are unrecognized tax benefits of $0.3 million, as we are unable to reasonably estimate the timing of future cash payments, if any, for these liabilities.

Off-Balance Sheet ObligationsArrangements

WeAt February 1, 2014, we did not have any off-balance sheet arrangements, at January 28, 2012.as defined in Item 303(a)(4)(ii) of Regulation S-K.

Impact of Inflation/Deflation

We do not believe that inflation has had a material impact on our net sales or operating results for the past three fiscal years. However, substantial increases in costs, including the price of raw materials, labor, energy and other inputs used in the production of our merchandise, could have a significant impact on our business and the industry in the future. Additionally, while deflation could positively impact our merchandise costs, it could have an adverse effect on our average unit retail price, resulting in lower sales and operating results.

Quantitative and Qualitative Disclosures About Market Risk

See discussion in Item 7A—“Quantitative and Qualitative Disclosures About Market Risk.”

Recent Accounting Pronouncements

See Note 2, “Significant Accounting Policies,” in the Notes to Consolidated Financial Statements found in Part IV Item 15 of Part IV, “Exhibits and Consolidated Financial Statements—Note 2 Summary of Significant Accounting Policies—Recent Accounting Pronouncements.”

Risk Factors, Issues and Uncertainties

Please refer to the information set forth under Item 1A, “Risk Factors,” above for a discussion of risk factors, issues and uncertainties that our business faces.this Form 10-K.

 

Item 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

Our earnings are affected by changes in market interest rates as a result of our short-term and long-term marketable securities, which are primarily invested in state and local municipal securities U.S. Treasury securities, U.S. Agency securities and variable-rate demand notes, which have long-term nominal maturity dates but feature variable interest rates that reset at

short-term intervals. If our current portfolio average yield rate decreased by 10% in fiscal 2011,2013, our net income would have decreased by $0.2$0.1 million. This amount is determined by considering the impact of the hypothetical yield rates on our cash, cash equivalents, short-term and long-term marketable securities balances and assumes no changes in our investment structure.

During different times of the year, due to the seasonality of our business, we may borrow under our revolving credit facility.facility with Wells Fargo Bank, N.A. To the extent we borrow under ourthis revolving credit facility, which bears interest at the Daily OneThree Month LIBOR rate plus 1.00%, we are exposed to market risk related to changes in interest rates. At January 28, 2012,February 1, 2014, we had no outstanding borrowings outstanding under ourthis secured revolving credit facility. Additionally, we have revolving lines of credit of up to 9.0 million Euro and other long-term debt, the proceeds of which are used to fund certain international operations. There were no outstanding borrowings under these revolving lines of credit at February 1, 2014. The amount of borrowings under the other long-term debt was $1.9 million at February 1, 2014.

Foreign Exchange Rate Risk

Our international subsidiaries operate with functional currencies other than the U.S. dollar. Therefore, we must translate revenues, expenses, assets and liabilities from functional currencies into U.S. dollars at exchange rates in effect during, or at the end of, the reporting period. The fluctuation in the value of the U.S. dollar against other currencies affects the reported amounts of revenues, expenses, assets and liabilities. As we expand our international operations, our exposure to exchange rate fluctuations will increase.

 

Item 8.CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Information with respect to this item is set forth in “Index to the Consolidated Financial Statements,” under “Partfound in Part IV Item 15”15 of this report.Form 10-K.

 

Item 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

 

Item 9A.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Securities Exchange Act Rule 13a-15(e)). Based on this evaluation, our CEO and CFO concluded that, as of January 28, 2012February 1, 2014, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting. There has been no change in our internal control over financial reporting (as defined in Securities Exchange Act Rule 13a-15(f)) during the quarter ended January 28, 2012February 1, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control over Financial Reporting.The management of Zumiez Inc. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

This process includes policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements, and can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, because of changes in conditions, the effectiveness of Zumiez Inc.’sinternal control may vary over time.

The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of January 28, 2012February 1, 2014. Management’s assessment was based on criteria described in the Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that the Company’s internal control over financial reporting was effective as of February 1, 2014.

The effectiveness of the Company’s internal control over financial reporting as of February 1, 2014 has been audited by Moss Adams LLP, the Company’s independent registered public accounting firm, as stated in their report, which appears herein.is included below.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders

Zumiez Inc.

We have audited Zumiez Inc.’s (the “Company”) internal control over financial reporting as of February 1, 2014, based on criteria established inInternal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Overover Financial ReportingReporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in this Form 10-K under Part IV, Item 15, “Exhibitsthe circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and Consolidated Financial Statements.”the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Zumiez Inc. maintained, in all material respects, effective internal control over financial reporting as of February 1, 2014, based on criteria established inInternal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Zumiez Inc. as of February 1, 2014 and February 2, 2013, and the consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended February 1, 2014, and our report dated March 18, 2014, expressed an unqualified opinion on those consolidated financial statements.

/s/ Moss Adams LLP

Seattle, Washington

March 18, 2014

Item 9B.OTHER INFORMATION

None.

PART III

 

Item 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information regarding our directors and nominees for directorship is presented under the headings “Election of Directors,” in our definitive proxy statement for use in connection with our 20122014 Annual Meeting of Shareholders (the “Proxy Statement”) that will be filed within 120 days after our fiscal year ended January 28, 2012February 1, 2014 and is incorporated herein by this reference thereto. Information concerning our executive officers is set forth under the heading “Executive Officers” in our Proxy Statement, and is incorporated herein by reference thereto. Information regarding compliance with Section 16(a) of the Exchange Act, our code of conduct and ethics and certain information related to the Company’s Audit Committee, Compensation Committee and Governance Committee is set forth under the heading “Corporate Governance” in our Proxy Statement, and is incorporated herein by reference thereto.

 

Item 11.EXECUTIVE COMPENSATION

Information regarding the compensation of our directors and executive officers and certain information related to the Company’s Compensation Committee is set forth under the headings “Executive Compensation,” “Director Compensation,” “Compensation Discussion and Analysis,” “Report of the Compensation Committee of the Board of Directors” and “Compensation Committee Interlocks and Insider Participation” in our Proxy Statement, and is incorporated herein by this reference thereto.

 

Item 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

Information with respect to security ownership of certain beneficial owners and management is set forth under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in our Proxy Statement, and is incorporated herein by this reference thereto.

 

Item 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information regarding certain relationships and related transactions and director independence is presented under the heading “Corporate Governance” in our Proxy Statement, and is incorporated herein by this reference thereto.

 

Item 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information concerning principal accounting fees and services is presented under the heading “Fees Paid to Independent Registered Public Accounting Firm for Fiscal Years 20112013 and 2010”2012” in our Proxy Statement, and is incorporated herein by this reference thereto.

PART IV

 

Item 15.EXHIBITS, AND CONSOLIDATED FINANCIAL STATEMENTSSTATEMENT SCHEDULES

 

 (a)(1)Consolidated Financial Statements:

1.Management’s Annual Report on Internal Control Over Financial Reporting.

2.Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting.

3.Index to Consolidated Financial Statements.

4.Consolidated Financial Statements.Statements

 

 (2)Consolidated Financial Statement Schedules:

All financial statement schedules are omitted because the required information is presented either in the consolidated financial statements or notes thereto, or is not applicable, required or material.

 

 (3)Exhibits included or incorporated herein:

See Exhibit Index.

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of Zumiez Inc. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

This process includes policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements, and can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, because of changes in conditions, the effectiveness of internal control may vary over time.

The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of January 28, 2012. Management’s assessment was based on criteria described in the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on that assessment, the Company’s management concluded that the Company’s internal control over financial reporting was effective as of January 28, 2012.

Moss Adams LLP has independently assessed the effectiveness of our internal control over financial reporting and its report is included below.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ZUMIEZ INC.

/S/ RICHARD M. BROOKS

March 13, 2012

SignatureDate
By: Richard M. Brooks Chief Executive Officer and Director (Principal Executive Officer)

/S/ MARC D. STOLZMAN

March 13, 2012

SignatureDate
By: Marc D. Stolzman, Chief Financial Officer and Secretary (Principal Financial Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/S/ THOMAS D. CAMPION

March 13, 2012

/S/ WILLIAM M. BARNUM, JR.March 13, 2012

Signature

Date

Signature

Date

Thomas D. Campion, Chairman

William M. Barnum, Jr., Director

/S/ MATTHEW L. HYDEMarch 13, 2012/S/ JAMES M. WEBERMarch 13, 2012

Signature

Date

Signature

Date

Matthew L. Hyde, Director

James M. Weber, Director

/S/ GERALD F. RYLES

March 13, 2012

/S/ SARAH G. MCCOYMarch 13, 2012

Signature

Date

Signature

Date

Gerald F. Ryles, Director

Sarah G. McCoy, Director

/S/ ERNEST R. JOHNSON

March 13, 2012

Signature

Date

Ernest R. Johnson, Director

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders

Zumiez Inc.

We have audited Zumiez Inc.’s (the “Company”) internal control over financial reporting as of January 28, 2012, based on criteria established inInternal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Zumiez Inc. maintained, in all material respects, effective internal control over financial reporting as of January 28, 2012, based on criteria established inInternal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Zumiez Inc. as of January 28, 2012 and January 29, 2011, and the consolidated statements of operations, changes in shareholders’ equity, and cash flows for the three fiscal years in the period ended January 28, 2012, and our report dated March 13, 2012 expressed an unqualified opinion on those consolidated financial statements.

/s/ Moss Adams LLP

Seattle, Washington

March 13, 2012

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

ReportsReport of Independent Registered Public Accounting Firm

   4648  

Consolidated Balance Sheets

   4749  

Consolidated Statements of OperationsIncome

   4850

Consolidated Statements of Comprehensive Income

51  

Consolidated Statements of Changes in Shareholders’ Equity

   4952  

Consolidated Statements of Cash Flows

   5053  

Notes to Consolidated Financial Statements

   5154  

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders

Zumiez Inc.

We have audited the accompanying consolidated balance sheets of Zumiez Inc. (the “Company”) as of January 28, 2012February 1, 2014 and January 29, 2011,February 2, 2013, and the related consolidated statements of operations,income, comprehensive income, changes in shareholders’ equity and cash flows for each of the three fiscal years in the period ended January 28, 2012.February 1, 2014. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Zumiez Inc. as of January 28, 2012February 1, 2014 and January 29, 2011February 2, 2013, and the consolidated results of its operations and its cash flows for each of the three fiscal years in the period ended January 28, 2012,February 1, 2014, in conformity with generally accepted accounting principles in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Zumiez Inc.’s internal control over financial reporting as of January 28, 2012February 1, 2014, based on criteria established inInternal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 13, 201218, 2014 expressed an unqualified opinion thereon.

/s/ Moss Adams LLP

Seattle, Washington

March 13, 201218, 2014

ZUMIEZ INC.

CONSOLIDATED BALANCE SHEETS

(In thousands)

 

  January  28,
2012
   January  29,
2011
 
    February 1,
2014
   February 2,
2013
 

Assets

        

Current assets

        

Cash and cash equivalents

  $14,779    $11,357    $19,634    $17,579  

Marketable securities

   158,019     117,444     97,521     85,593  

Receivables

   6,284     6,129     10,294     9,467  

Inventories

   65,037     56,303     87,182     77,598  

Prepaid expenses and other

   7,907     7,210     10,021     9,192  

Deferred tax assets

   1,477     2,418     5,194     3,885  
  

 

   

 

   

 

   

 

 

Total current assets

   253,503     200,861     229,846     203,314  

Fixed assets, net

   89,478     78,248     127,343     115,474  

Goodwill and other intangibles

   13,154     13,154  

Long-term deferred tax assets

   3,109     5,703  

Long-term investments

   2,380     2,766  

Goodwill

   64,195     64,576  

Intangible assets, net

   17,970     20,480  

Long-term other assets

   533     899     4,049     5,254  
  

 

   

 

   

 

   

 

 

Total long-term assets

   108,654     100,770     213,557     205,784  

Total assets

  $362,157    $301,631    $443,403    $409,098  
  

 

   

 

   

 

   

 

 

Liabilities and Shareholders’ Equity

        

Current liabilities

        

Trade accounts payable

  $21,743    $16,371    $18,343    $16,052  

Accrued payroll and payroll taxes

   9,062     7,580     10,581     11,057  

Income taxes payable

   5,835     4,108     4,696     6,957  

Deferred rent and tenant allowances

   4,230     3,719     6,478     4,901  

Other liabilities

   14,706     13,683     21,276     18,232  
  

 

   

 

   

 

   

 

 

Total current liabilities

   55,576     45,461     61,374     57,199  

Long-term deferred rent and tenant allowances

   32,321     27,629     37,658     36,928  

Long-term other liabilities

   1,983     1,806  

Long-term deferred tax liabilities

   4,649     5,544  

Long-term debt and other liabilities

   4,068     6,006  
  

 

   

 

   

 

   

 

 

Total long-term liabilities

   34,304     29,435     46,375     48,478  
  

 

   

 

   

 

   

 

 

Total liabilities

   89,880     74,896     107,749     105,677  
  

 

   

 

   

 

   

 

 

Commitments and contingencies (Note 9)

    

Commitments and contingencies (Note 10)

    

Shareholders’ equity

        

Preferred stock, no par value, 20,000 shares authorized; none issued and outstanding

   —       —       —       —    

Common stock, no par value, 50,000 shares authorized; 31,170 shares issued and outstanding at January 28, 2012 and 30,835 shares issued and outstanding at January 29, 2011

   99,412     91,373  

Accumulated other comprehensive income (loss)

   135     (17

Common stock, no par value, 50,000 shares authorized; 29,619 shares issued and outstanding at February 1, 2014 and 30,114 shares issued and outstanding at February 2, 2013

   114,983     108,360  

Accumulated other comprehensive income

   4,710     6,010  

Retained earnings

   172,730     135,379     215,961     189,051  
  

 

   

 

   

 

   

 

 

Total shareholders’ equity

   272,277     226,735     335,654     303,421  
  

 

   

 

   

 

   

 

 

Total liabilities and shareholders’ equity

  $362,157    $301,631    $443,403    $409,098  
  

 

   

 

   

 

   

 

 

See accompanying notes to consolidated financial statements

ZUMIEZ INC.

CONSOLIDATED STATEMENTS OF OPERATIONSINCOME

(In thousands, except per share amounts)

 

  Fiscal Year Ended 
  January  28,
2012
  January  29,
2011
  January  30,
2010
   Fiscal Year Ended 
   February 1,
2014
 February 2,
2013
   January 28,
2012
 

Net sales

  $555,874   $478,849  ��$407,603    $724,337   $669,393    $555,874  

Cost of goods sold

   354,198    311,028    274,396     462,577    428,109     354,198  
  

 

  

 

  

 

   

 

  

 

   

 

 

Gross profit

   201,676    167,821    133,207     261,760    241,284     201,676  

Selling, general and administrative expenses

   141,444    130,454    120,472     188,918    172,742     141,444  
  

 

  

 

  

 

   

 

  

 

   

 

 

Operating profit

   60,232    37,367    12,735     72,842    68,542     60,232  

Interest income, net

   1,836    1,496    1,176     711    1,410     1,836  

Other (expense) income, net

   (379  (8  96     (1,589  327     (379
  

 

  

 

  

 

   

 

  

 

   

 

 

Earnings before income taxes

   61,689    38,855    14,007     71,964    70,279     61,689  

Provision for income taxes

   24,338    14,652    4,876     26,016    28,115     24,338  
  

 

  

 

  

 

   

 

  

 

   

 

 

Net income

  $37,351   $24,203   $9,131    $45,948   $42,164    $37,351  
  

 

  

 

  

 

   

 

  

 

   

 

 

Basic earnings per share

  $1.22   $0.81   $0.31    $1.54   $1.37    $1.22  
  

 

  

 

  

 

   

 

  

 

   

 

 

Diluted earnings per share

  $1.20   $0.79   $0.30    $1.52   $1.35    $1.20  
  

 

  

 

  

 

   

 

  

 

   

 

 

Weighted average shares used in computation of earnings per share:

         

Basic

   30,527    29,971    29,499     29,810    30,742     30,527  

Diluted

   31,119    30,794    30,133     30,206    31,273     31,119  

See accompanying notes to consolidated financial statements

ZUMIEZ INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITYCOMPREHENSIVE INCOME

(In thousands)

 

   Common Stock   Accumulated
Other
Comprehensive
  Retained     
   Shares   Amount   Income (Loss)  Earnings   Total 

Balance at January 31, 2009

   29,533    $75,789    $117   $102,045    $177,951  
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

 

Net income

   —       —       —      9,131     9,131  

Change in unrealized loss on available-for-sale investments, net of tax of $7

   —       —       (16  —       (16
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

 

Comprehensive income

          9,115  
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

 

Issuance and exercise of stock-based compensation, including tax benefit of $707

   718     1,461     —      —       1,461  

Stock-based compensation expense

   —       4,149     —      —       4,149  
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

 

Balance at January 30, 2010

   30,251     81,399     101    111,176     192,676  
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

 

Net income

   —       —       —      24,203     24,203  

Change in unrealized loss on available-for-sale investments, net of tax of $76

   —       —       (118  —       (118
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

 

Comprehensive income

          24,085  
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

 

Issuance and exercise of stock-based compensation, including tax benefit of $3,248

   584     5,108     —      —       5,108  

Stock-based compensation expense

   —       4,866     —      —       4,866  
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

 

Balance at January 29, 2011

   30,835     91,373     (17  135,379     226,735  
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

 

Net income

   —       —       —      37,351     37,351  

Change in unrealized gain on available-for-sale investments, net of tax of $109

   —       —       171    —       171  

Foreign currency translation, net of tax of $–

   —       —       (19  —       (19
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

 

Comprehensive income

          37,503  
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

 

Issuance and exercise of stock-based compensation, including tax benefit of $1,826

   335     2,736     —      —       2,736  

Stock-based compensation expense

   —       5,303     —      —       5,303  
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

 

Balance at January 28, 2012

   31,170    $99,412    $135   $172,730    $272,277  
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

 
   Fiscal Year Ended 
   February 1,
2014
  February 2,
2013
  January 28,
2012
 

Net income

  $45,948   $42,164   $37,351  

Other comprehensive (loss) income, net of tax and reclassification adjustments:

    

Foreign currency translation

   (1,231  6,040    (19

Net change in unrealized gain/loss on available-for-sale investments

   (69  (165  171  
  

 

 

  

 

 

  

 

 

 

Other comprehensive (loss) income, net

   (1,300  5,875    152  
  

 

 

  

 

 

  

 

 

 

Comprehensive income

  $44,648   $48,039   $37,503  
  

 

 

  

 

 

  

 

 

 

See accompanying notes to consolidated financial statements

ZUMIEZ INC.

CONSOLIDATED STATEMENTS OF CASH FLOWSCHANGES IN SHAREHOLDERS’ EQUITY

(In thousands)

 

   Fiscal Year Ended 
   January 28,
2012
  January 29,
2011
  January 30,
2010
 

Cash flows from operating activities:

    

Net income

  $37,351   $24,203   $9,131  

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation, amortization and accretion

   19,744    17,923    22,092  

Deferred taxes

   3,441    537    (4,886

Stock-based compensation expense

   5,303    4,866    4,149  

Excess tax benefit from stock-based compensation

   (1,826  (3,248  (707

Impairment of long-lived assets

   130    105    2,538  

Other

   478    353    105  

Changes in operating assets and liabilities:

    

Receivables

   (671  (998  (319

Inventories

   (8,833  (5,387  1,058  

Prepaid expenses and other

   (607  (1,137  (656

Trade accounts payable

   4,295    (52  579  

Accrued payroll and payroll taxes

   1,485    987    1,854  

Income taxes payable

   2,868    3,350    4,475  

Deferred rent and tenant allowances

   5,334    1,838    3,917  

Other liabilities

   (427  5,115    1,242  
  

 

 

  

 

 

  

 

 

 

Net cash provided by operating activities

   68,065    48,455    44,572  
  

 

 

  

 

 

  

 

 

 

Cash flows from investing activities:

    

Additions to fixed assets

   (25,508  (29,124  (16,004

Purchases of marketable securities and other investments

   (194,531  (179,611  (128,963

Sales and maturities of marketable securities and other investments

   151,965    164,961    67,446  
  

 

 

  

 

 

  

 

 

 

Net cash used in investing activities

   (68,074  (43,774  (77,521
  

 

 

  

 

 

  

 

 

 

Cash flows from financing activities:

    

Proceeds from exercise of stock-based compensation, net of withholding tax payments

   1,589    1,860    753  

Excess tax benefit from stock-based compensation

   1,826    3,248    707  
  

 

 

  

 

 

  

 

 

 

Net cash provided by financing activities

   3,415    5,108    1,460  
  

 

 

  

 

 

  

 

 

 

Effect of exchange rate changes on cash and cash equivalents

   16    —      —    

Net increase (decrease) in cash and cash equivalents

   3,422    9,789    (31,489

Cash and cash equivalents, beginning of period

   11,357    1,568    33,057  
  

 

 

  

 

 

  

 

 

 

Cash and cash equivalents, end of period

  $14,779   $11,357   $1,568  
  

 

 

  

 

 

  

 

 

 

Supplemental disclosure on cash flow information:

    

Cash paid during the period for income taxes

  $18,014   $10,789   $5,288  

Accrual for purchases of fixed assets

   3,083    469    1,138  

Non-cash investing activity—refundable use tax in fixed assets

   (110  (359  (1,506

Non-cash investing activity—asset retirement obligations in fixed assets

   224    129    1,095  
   Common Stock   Accumulated
Other

Comprehensive
Income (Loss)
  Retained
Earnings
  Total 
      
   Shares  Amount     

Balance at January 29, 2011

   30,835   $91,373    $(17 $135,379   $226,735  
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Net income

   —      —       —      37,351    37,351  

Other comprehensive income, net

   —      —       152    —      152  

Issuance and exercise of stock-based compensation, including tax benefit of $1,826

   335    2,736     —      —      2,736  

Stock-based compensation expense

   —      5,303     —      —      5,303  
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Balance at January 28, 2012

   31,170    99,412     135    172,730    272,277  
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Net income

   —      —       —      42,164    42,164  

Other comprehensive income, net

   —      —       5,875    —      5,875  

Issuance and exercise of stock-based compensation, including tax benefit of $2,094

   209    2,952     —      —      2,952  

Stock-based compensation expense

   —      5,996     —      —      5,996  

Repurchase of common stock

   (1,265  —       —      (25,843  (25,843
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Balance at February 2, 2013

   30,114    108,360     6,010    189,051    303,421  
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Net income

   —      —       —      45,948    45,948  

Other comprehensive loss, net

   —      —       (1,300  —      (1,300

Issuance and exercise of stock-based compensation, including tax benefit of $1,232

   344    2,529     —      —      2,529  

Stock-based compensation expense

   —      4,094     —      —      4,094  

Repurchase of common stock

   (839  —       —      (19,038  (19,038
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Balance at February 1, 2014

   29,619   $114,983    $4,710   $215,961   $335,654  
  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

See accompanying notes to consolidated financial statements

ZUMIEZ INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

   Fiscal Year Ended 
   February 1,
2014
  February 2,
2013
  January 28,
2012
 

Cash flows from operating activities:

    

Net income

  $45,948   $42,164   $37,351  

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation, amortization and accretion

   26,596    22,957    19,744  

Deferred taxes

   (978  (1,630  3,441  

Stock-based compensation expense

   4,094    5,996    5,303  

Excess tax benefit from stock-based compensation

   (1,232  (2,094  (1,826

Lease termination costs

   405    1,397    —    

Other

   1,842    389    608  

Changes in operating assets and liabilities:

    

Receivables

   (739  (2,568  (671

Inventories

   (9,968  (2,987  (8,833

Prepaid expenses and other

   (1,789  (1,125  (607

Trade accounts payable

   1,714    (5,626  4,295  

Accrued payroll and payroll taxes

   (426  1,207    1,485  

Income taxes payable

   (1,484  1,843    2,868  

Deferred rent and tenant allowances

   2,367    5,469    5,334  

Other liabilities

   544    833    (427
  

 

 

  

 

 

  

 

 

 

Net cash provided by operating activities

   66,894    66,225    68,065  
  

 

 

  

 

 

  

 

 

 

Cash flows from investing activities:

    

Additions to fixed assets

   (35,969  (41,070  (25,508

Acquisitions, net of cash acquired

   —      (70,711  —    

Purchases of marketable securities and other investments

   (124,129  (121,003  (194,531

Sales and maturities of marketable securities and other investments

   110,479    191,705    151,965  
  

 

 

  

 

 

  

 

 

 

Net cash used in investing activities

   (49,619  (41,079  (68,074
  

 

 

  

 

 

  

 

 

 

Cash flows from financing activities:

    

Proceeds from long-term debt and revolving credit facilities

   4,182    —      —    

Payments on long-term debt and revolving credit facilities

   (4,488  (258  —    

Repurchase of common stock

   (17,556  (25,213  —    

Proceeds from exercise of stock-based compensation, net of withholding tax payments

   1,397    858    1,589  

Excess tax benefit from stock-based compensation

   1,232    2,094    1,826  
  

 

 

  

 

 

  

 

 

 

Net cash (used in) provided by financing activities

   (15,233  (22,519  3,415  
  

 

 

  

 

 

  

 

 

 

Effect of exchange rate changes on cash and cash equivalents

   13    173    16  

Net increase in cash and cash equivalents

   2,055    2,800    3,422  

Cash and cash equivalents, beginning of period

   17,579    14,779    11,357  
  

 

 

  

 

 

  

 

 

 

Cash and cash equivalents, end of period

  $19,634   $17,579   $14,779  
  

 

 

  

 

 

  

 

 

 

Supplemental disclosure on cash flow information:

    

Cash paid during the period for income taxes

  $28,105   $27,840   $18,014  

Accrual for purchases of fixed assets

   1,491    1,942    3,083  

Accrual for repurchase of common stock

   2,112    630    —    

See accompanying notes to consolidated financial statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Nature of Business and Basis of Presentation

Nature of Business—Zumiez Inc., including its wholly-owned subsidiaries, (the “Company,” “we,” “us,” “its” and “our”) is a leading multi-channel specialty retailer of action sports related apparel, footwear, equipmentaccessories and accessories operating under the Zumiez brand name. At January 28, 2012, we operated 444 stores primarily located in shopping malls, giving us a presence in 38 stateshardgoods, focusing on skateboarding, snowboarding, surfing, motocross and Canada. Our stores cater tobicycle motocross (“BMX”) for young men and women betweenwomen. At February 1, 2014, we operated 551 stores; 511 in the ages ofUnited States (“U.S.”), 28 in Canada and 12 in Europe. We operate under the names Zumiez and 24 who seek popular brands representing a lifestyle centered on activities that include skateboarding, surfing, snowboarding, bicycle motocross (or “BMX”) and motocross. We support the action sports lifestyle and promote our brand through a multi-faceted marketing approach that is designed to integrate our brand image with our customers’ activities and interests. In addition,Blue Tomato. Additionally, we operate a website that sells merchandise onlineecommerce websites at www.zumiez.com and provides content and a community for our target customers. The Company was formed in August 1978 and is headquartered in Everett, Washington.www.blue-tomato.com.

Fiscal Year—We use a fiscal calendar widely used by the retail industry that results in a fiscal year consisting of a 52- or 53-week period ending on the Saturday closest to January 31. Each fiscal year consists of four 13-week quarters, with an extra week added to the fourth quarter every five or six years. Fiscal 2011 was the 52-week period endingThe fiscal years ended February 1, 2014 and January 28, 2012. Fiscal 20102012 were 52-week periods. The fiscal year ended February 2, 2013 was the 52-week period ended January 29, 2011. Fiscal 2009 was the 52-week period ended January 30, 2010.a 53-week period.

Basis of Presentation—The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of Zumiez Inc. and its wholly-owned subsidiaries. All significant intercompany transactions and balances are eliminated in consolidation.

ReclassificationCorrection of Previously Issued Financial Statementsan Error——Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications do not have a material impact on our consolidated financial statements.

We have reclassified $1.6 million and $0.9 million for the fiscal years ended January 29, 2011 and January 30, 2010 on the consolidated statements of operations from selling, general and administrative expenses toIncluded in cost of goods sold related to occupancy, fulfillment and warehousing costs associated with our ecommerce business. We have reclassified these expenses to align the classification of our ecommerce business expenses with the classification of other occupancy, distribution and warehousing costs in cost of goods sold. Additionally, we have reclassified $1.0 million and $0.7 million for the fiscal years ended January 29, 2011 and January 30, 2010 on the consolidated statements of operations from selling, general and administrative expenses to cost of goods sold related to additional expenses of our buying and distribution functions.

We have reclassified $21.4 million at January 30, 2010 from cash equivalents to short-term marketable securities related to variable-rate demand notes and municipal bonds, which have an embedded put option that allows the bondholder to sell the security at par plus accrued interest. While these reclassified securities are considered highly liquid, we believe they are more appropriately classified as short-term marketable securities. This reclassification increased net cash used in investing activities by $21.4 million on the consolidated statements of cash flows for the fiscal year ended January 30, 2010.

Correction of an Error in Previously Issued Consolidated Statements of Cash Flows—We determined that we have incorrectly reported certain amounts related to accruals for purchases of fixed assets in our consolidated statements of cash flows for all reporting periods prior to October 29, 2011. Upon subsequent review, we determined that the purchases of fixed assets should be reported as “Cash flows from investing activities” once paid, not upon purchase. In this Form 10-K for the fiscal years ended January 29, 2011 and January 30, 2010, for reasons described below, we are revising our consolidated statements of cash flows so that accruals for purchases of fixed assets are reported once paid, and to provide the required supplemental disclosure on cash flow information for “Accruals for purchases of fixed assets.” All financial information contained in this

Form 10-K gives effect to these revisions. The revisions did not result inFebruary 1, 2014 was a change to our previously-reported revenues, operating profit, net income, cash and cash equivalents, or shareholders’ equity.

We considered all of the relevant quantitative and qualitative factors related to$2.7 million benefit representing the correction of thean error under SEC Staff Accounting Bulletin Topic 1N, Financial Statements—Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements(“SAB 108”), and determined that the impactprior periods related to our calculation to account for rent expense on previously-issued and current period consolidated financial statementsa straight-line basis. The correction was not material. Therefore, we are revising the priormaterial to any previously reported financial period consolidated statements of cash flows for the immaterial error in this Form 10-K and are not amending previously-filed reports.

The following tables reconcile our consolidated statements of cash flows from the previously-reported resultsor to the revised results for the fiscal yearsyear ended January 29, 2011 and January 30, 2010 (in thousands):February 1, 2014.

   Fiscal Year Ended 
   January 29, 2011  January 30, 2010 

Consolidated statements of cash flows:

   

Net cash provided by operating activities (as reported)

  $48,692   $45,116  

Impact of accrual for fixed assets unpaid as of year end

   (237  (544
  

 

 

  

 

 

 

Net cash provided by operating activities (as revised)

  $48,455   $44,572  
  

 

 

  

 

 

 

Net cash used in investing activities (as reported)

  $(44,011 $(78,065

Impact of accrual for fixed assets unpaid as of year end

   237    544  
  

 

 

  

 

 

 

Net cash used in investing activities (as revised)

  $(43,774 $(77,521
  

 

 

  

 

 

 

2. Summary of Significant Accounting Policies

Use of Estimates—The preparation of consolidated financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements as well as the reported amounts of revenues and expenses during the reporting period. These estimates can also affect supplemental information disclosed by us, including information about contingencies, risk and financial condition. Actual results could differ from these estimates and assumptions.

Fair Value of Financial Instruments—We disclose the estimated fair value of certain assets and liabilities asour financial instruments. Financial instruments are generally defined as cash, evidence of ownership interest in an entity or a contractual obligation that both conveys to one entity a right to receive cash or other financial instruments from another entity and imposes on the other entity the obligation to deliver cash or other financial instruments to the first entity. Our financial instruments, other than those presented in “Note 10. FairNote 11, “Fair Value Measurements,” include cash and cash equivalents, receivables, payables and other liabilities. The carrying amounts of cash and cash equivalents, receivables, payables and other liabilities approximate fair value because of the short-term nature of these instruments.

Cash and Cash Equivalents—We consider all highly liquid investments with original maturity of three months or less when purchased to be cash equivalents.

Concentration of Risk—We maintain our cash and cash equivalents in accounts with major financial institutions in the form of demand deposits, money market accounts and state and local municipal securities. Deposits in these financial institutions may exceed the amount of federal deposit insurance provided on such deposits. We have not experienced any losses on our deposits of cash and cash equivalents.

Marketable Securities—At January 28, 2012 and January 29, 2011,Our marketable securities classified as available-for-sale, were $158.9 million and $118.3 million, and consisted primarily consist of state and local municipal securities U.S. Treasury securities, U.S. Agency securities and variable-rate demand notes with original

maturities over 90 days.notes. Variable-rate demand notes are considered highly liquid. Although the variable-rate demand notes have long-term nominal maturity dates, the interest rates generally reset weekly. Despite the long-term nature of the underlying securities of the variable-rate demand notes, we have the ability to quickly liquidate these securities, which have an embedded put option that allows the bondholder to sell the security at par plus accrued interest.

Generally accepted accounting principles require recording an investment impairment charge at the point we believe an investment has experiencedInvestments are considered to be impaired when a decline in fair value that is determined to be other-than-temporary. In determining whetherIf the cost of an other-than-temporary impairment has occurred,investment exceeds its fair value, we reviewevaluate information about the underlying investment that is publicly available such as analyst reports, applicable industry data and other pertinent information and assess our intent and ability to hold the security. For fixed-income securities, we also evaluate whether we have plans to sell the security and whetheror it is more likely than not we will be required to sell any investmentthe security before recovery of its amortized cost basis.recovery. The investment would be written down to its current marketfair value at the time the impairment is deemed to have occurred.occurred and a new cost basis is established. Future adverse changes in market conditions, continued poor operating results of underlying investments or other factors could result in further losses that may not be reflected in an investment’s current carrying value, possibly requiring an additional impairment charge in the future.

Inventories—Merchandise inventories are valued at the lower of cost or market.fair market value. The cost of merchandise inventories are based upon an average cost methodology. Merchandise inventories may include items that have been written down to our best estimate of their net realizable value. Our decisions to write-down our merchandise inventories are based on their current rate of sale, the age of the inventory, the profitability of the inventory and other factors. Actual final sales prices to customers may be higher or lower than our estimated sales prices and could result in a fluctuation in gross profit. Historically, any additional write-downs have not been significant. We have reserved for inventory at January 28, 2012February 1, 2014 and January 29, 2011February 2, 2013 in the amounts of $3.2$2.9 million and $3.2$3.3 million. The inventory reserve includes inventory whose estimated market value is below cost and an estimate for inventory shrinkage. We estimate an inventory shrinkage reserve for anticipated losses for the period. Shrinkage refers to a reduction in inventory due to shoplifting, employee theft and other matters. The inventory related to these reserves is not marked up in subsequent periods.

Fixed Assets—Fixed assets primarily consist of land, buildings, leasehold improvements, fixtures, land, buildings, computer equipment, software and store equipment. Fixed assets are stated at cost less accumulated depreciation utilizing the straight-line method over the assets’ estimated useful lives. The useful lives of our major classes of fixed assets are as follows:

 

Leasehold improvements  Lesser of 10 years or the term of the lease
Fixtures  3 to 7 years
Computer equipment, software, store equipment & other  3 to 5 years
Buildings and building and land improvements  15 to 39 years

The cost and related accumulated depreciation of assets sold or otherwise disposed of is removed from the accounts and the related gain or loss is reportedrecorded in selling, general and administrative expenses on the consolidated statements of operations.

In accordance with our fixed asset policy, we review the estimated useful lives of our fixed assets on an ongoing basis. In fiscal 2010, this review indicated that the actual lives of leasehold improvements were longer than the estimated useful lives used for depreciation purposes in our consolidated financial statements. As a result, effective January 31, 2010, we changed our estimate of the useful lives of our leasehold improvements to the lesser of 10 years or the term of the lease to better reflect the estimated periods during which these assets will remain in service. The useful lives of leasehold improvements were previously estimated to be the lesser of 7 years or the term of the lease. For the fiscal year ended January 29, 2011, the effect of this change in estimate was to reduce depreciation expense by $4.2 million, increase net income by $2.7 million and increase basic and diluted earnings per share by $0.09.

Asset Retirement Obligations—An asset retirement obligation (ARO) represents a legal obligation associated with the retirement of a tangible long-lived asset that is incurred upon the acquisition, construction, development or normal operation of that long-lived asset. Our AROs are primarily associated with leasehold improvements that, at the end of a lease, we are contractually obligated to remove in order to comply with certain lease agreements. The ARO is recorded in other liabilities and long-term other liabilities on the consolidated balance sheets and will be subsequently adjusted for changes in fair value. The associated estimated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset and depreciated over its useful life.income.

Valuation of Long-Lived Assets—We review the carrying value of long-lived assets for impairment annually,when factors and circumstances indicate that the carrying values may not be recoverable. Recoverability of assets to be held and used is determined by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered impaired, the impairment recognized is measured by comparing projected discounted cash flow of the asset to the asset carrying values. The estimation of future cash flows from operating activities requires significant judgments of factors that include future sales, gross profit and operating expenses. Impairment charges are included in selling, general and administrative expenses on the consolidated statements of income.

Goodwill—Goodwill represents the excess of purchase price over the fair value of acquired tangible and identifiable intangible net assets. We test goodwill for impairment on an annual basis or asmore frequently if indicators of impairment are present. MeasurementWe perform our annual impairment measurement test on the first day of the

fourth quarter. Events that may trigger an early impairment loss is based onreview include significant changes in the fair valuecurrent business climate, future expectations of economic conditions, declines in our operating results of our reporting units, or an expectation that the asset or group of assets. Generally, fair value willcarrying amount may not be determined using accepted valuation techniques, such as the present value of expected future cash flows.recoverable.

Goodwill—We evaluate the recoverability ofhave an option to test goodwill annuallyfor impairment by first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than the carrying amount. If the fair value of the reporting unitit is greatermore likely than the carrying amount, further testing of goodwill impairment is not performed. Ifthat the fair value of the reporting unit is less than the carrying unit,amount or if we choose not to perform the qualitative assessment, we perform a quantitative two-step impairment test. The first step compares the fair value of the reporting unit with its carrying amount of net assets, including goodwill. If the carrying amount exceeds fair value, then the second step of the impairment test is performed to measure the amount of any impairment loss. Additional impairment assessments may be performed on an interim basisloss, if we encounter events or changes in circumstances that would indicate that, more likely than not, the carrying amount of goodwill has been impaired.

Equity Method Investments—We hold a 14.3% interest in a manufacturer of apparel and hard goods, which we acquired for $2.0 million in fiscal 2010. We have elected to apply fair value accounting for this investment, which would otherwise be accounted for under the equity method of accounting. We have elected fair value accounting, as we believe the terms of the contract are more properly reflected through the fair value method.any. The investment balance is reported in long-term investments on the consolidated balance sheets, with the corresponding changes in the fair value recorded in other (expense) income, net on the consolidated statements of operations.

The investment agreement allows for a put option, where Zumiez has an option to sell its interest back to the investee for the greater of the initial purchase price of $2.0 million orsecond step includes estimating the fair value of the investment. This put option is allowed any time following the fifth anniversaryreporting unit by taking all of the initial investment, but priortangible and intangible assets of the reporting unit as if the reporting unit had been acquired in a business combination. Then, the implied fair value of the reporting unit’s goodwill is compared to the seventh anniversarycarrying amount of that goodwill. If the carrying amount of the initial investment. Additionally,reporting unit’s goodwill exceeds the investment agreement allowsimplied fair value of the goodwill, we recognize an impairment loss in an amount equal to the excess, not to exceed the carrying amount.

We generally determine the fair value of each of our reporting units based on a blended analysis of the present value of future discounted cash flows and market valuation approach using a multiple of an average annual earnings. Key assumptions used in this calculation include revenue growth, operating expenses, long-term rate of growth and the probability of the reporting unit, working capital impacts and a discount rate that we believe a buyer would assume when determining a purchase price for the reporting unit. Estimates of revenue growth and operating expenses are based on internal projections considering a call option, wherereporting unit’s past performance and forecasted growth, local market economics and the investee haslocal business environment impacting the reporting unit’s performance. These estimates are highly subjective judgments and can be significantly impacted by changes in the business or economic conditions.

Intangible Assets—Our intangible assets consist of trade names and trademarks with indefinite lives and certain definite-lived intangible assets. We test our indefinite-lived intangible assets for impairment on an option to repurchase the interest from Zumiez forannual basis, or more frequently if indicators of impairment are present. We test our indefinite-lived assets by estimating the fair value of the investment. This call optionasset and comparing that to the carrying value, an impairment loss is allowed any time on or afterrecorded for the seventh anniversaryamount that carrying value exceeds the estimated fair value. The fair value of the initial investment.trade names and trademarks is determined using the relief from royalty method. This method assumes that the trade name and trademarks have value to the extent that their owner is relieved of the obligation to pay royalties for the benefits received from them. The assumptions used in this method requires management judgment and estimates in forecasting future sales, expenses, discount rates, and royalty rates.

Definite-lived intangible assets, which consist of developed technology and customer relationships, are amortized using the straight-line method over their estimated useful lives. Additionally, we test the definite-lived intangible assets when facts and circumstances indicate that the carrying values may not be recoverable. We have elected to applyfirst assess the recoverability of our definite-lived intangible assets by comparing the undiscounted cash flows of the definite-lived asset less its carrying value. If the undiscounted cash flows are less than the carrying value, we then determine the estimated fair value accounting forof our definite-lived asset by taking the putestimated future operating cash flows derived from the operation to which the asset relates over its remaining useful life, using a discounted cash flow analysis and call options. The put option has a nominal valuecomparing it to the carrying value. Any impairment would be measured as the difference between the carrying amount and the call option has noestimated fair value. Changes in any of these estimates, projections and assumptions could have a material effect of the fair value given that the investment would be repurchased at its fair value if the call option were exercised.of these assets in future measurement periods and result in an impairment which could materially affect our results of operations.

Deferred Rent, Rent Expense and Tenant Allowances—We occupylease our retail stores and combined home officecertain corporate and ecommerce fulfillment centerother operating facilities under operating leases generally with terms of five to ten years.leases. A majority of our leases provide for ongoing co-tenancy requirements or early cancellation clauses that would further lower rental rates, or permit lease terminations, or

both, in the event that co-tenants cease to operate for specific periods or if certain sales levels are not met in specific periods. Most of the store leases require payment of a specified minimum rent and a contingent rent based on a percentage of the store’s net sales in excess of a specified threshold.threshold, as well as real estate taxes, insurance, common area maintenance charges and other executory costs. Most of the lease agreements have defined escalating rent provisions, which are straight-lined over the term of the related lease, including any lease renewals deemed to be probable.lease. We recognize rent expense over the term of the lease, plus the construction period prior to occupancy of the retail location. For certain locations, we receive tenant allowances and report these amounts as a liability, which is amortized as a reduction to rent expense over the term of the lease.

Claims and Contingencies—We are subject to various claims and contingencies related to lawsuits, insurance, regulatory and other matters arising out of the normal course of business. We accrue a liability if the likelihood of an adverse outcome is probable and the amount is estimable. If the likelihood of an adverse outcome is only reasonably possible (as opposed to probable), or if an estimate is not determinable, we provide disclosure of a material claim or contingency in the Notes to the Consolidated Financial Statements.

Revenue Recognition—Sales are recognized upon purchase at our retail store locations. For orders placed through our website,ecommerce sales, revenue is recognized upon estimated delivery to the customer. Taxes collected from our customers are recorded on a net basis. We record the sale of gift cards as a current liability and recognize revenue when a customer redeems a gift card. Additionally, an estimate of the portion of gift cards that willis not expected to be redeemed (“gift card breakage”) is recognized as revenuein net sales after 24 months, at which time the likelihood of redemption is considered remote based on our historical redemption data.patterns. For the fiscal years ended February 1, 2014, February 2, 2013 and January 28, 2012, January 29, 2011 and January 30, 2010, we recorded net sales related to gift card breakage income of $0.6$0.8 million, $0.6$0.7 million and $0.7$0.6 million. We report shipping revenues within net sales. Revenue is recorded net of estimated and actual sales returns and deductions for promotions. We accrue for estimated sales returns by customers based on historical sales return results. The allowance for sales returns at January 28, 2012February 1, 2014 and January 29, 2011February 2, 2013 was $0.9$1.6 million and $0.7$1.2 million.

We have a customer loyalty program, the Zumiez Stash, which allows members to earn points for purchases or performance of certain activities. The Company offerspoints can be redeemed for a return policybroad range of 30 days.rewards, including product and experiential rewards. Points earned for purchases are recorded as a reduction of net sales based on the fair value of the points at the time the points are earned and the revenue is recognized upon redemption of points for rewards. Points earned for the performance of activities are recorded as marketing expense based on the estimated cost of the points.

Cost of Goods Sold—Cost of goods sold consists of branded merchandise costs and our private label merchandise costs including design, sourcing, importing and inbound freight costs. Our cost of goods sold also includes shrinkage, and buying, occupancy, ecommerce fulfillment, distribution and warehousing costs. This may not be comparable to the way in which our competitors or other retailers compute their cost of goods sold. We receive cashcosts (including associated depreciation) and freight costs for store merchandise transfers. Cash consideration received from vendors which has been recordedis reported as a reduction of cost of goods sold if the inventory has sold, as a reduction of the carrying value of the inventory if the inventory is still on hand, or a reduction of selling, general and administrative expense if the amounts are reimbursements of specific, incremental and identifiable costs of selling the vendors’ products.

With respectShipping Revenue and Costs—We include shipping revenue related to the freight component of our ecommerce sales we arrange and pay the freight for our customers and bill them for this service, unless our customers have their product shipped to one of our stores or we have free shipping promotions to our customers, in which case we do not bill our customers. Such amounts billed are included in net sales and the related freight cost is charged to cost of goods sold. For fiscal years ended January 28, 2012, January 29, 2011 and January 30, 2010, we incurred shipping costs related to ecommerce sales of $4.4 million, $2.6 million and $1.2 million.

Selling, General and Administrative Expense—Selling, general and administrative expenses consist primarily of store personnel wages and benefits, administrative staff and infrastructure expenses, outbound freight costs for merchandise shipments from the distribution centers to the stores, store supplies, depreciation on fixed assets at the home office and stores, facility expenses, training expenses and training, advertising and marketing costs. Credit card fees, insurance, public company expenses, legal expenses, amortization of intangibles assets and other miscellaneous operating costs are also included in selling, general and administrative expenses. This may not be comparable to the way in which our competitors or other retailers compute their selling, general and administrative expenses.

Advertising—We expense advertising costs as incurred.incurred, except for catalog costs, which are expensed once the catalog is mailed. Advertising expenses are net of sponsorships and vendor reimbursements. Advertising expense was $2.5$8.7 million, $1.3$6.0 million and $0.8$2.5 million for the fiscal years ended February 1, 2014, February 2, 2013 and January 28, 2012, January 29, 2011,2012.

Future Incentive Payments—In conjunction with our acquisition of Blue Tomato during the fiscal year ended February 2, 2013, there is the possibility of future incentive payments to the sellers and January 30, 2010.certain employees of Blue Tomato in an aggregate amount of up to 22.1 million Euros ($29.9 million, using the exchange rate as of February 1, 2014) to the extent that certain financial metrics are met and the sellers and certain employees remain employed with Blue Tomato through April 2015. We estimate future incentive payments based on internal projections of future Blue Tomato financial performance.

Stock-Based Compensation—We account for stock-based compensation by whichrecording the estimated fair value of stock-based awards granted is recognized as compensation expense over the vesting period, net of estimated forfeitures. Stock-based compensation expense is recognizedattributed to earnings using an accelerated method for stock options and a straight-line basismethod for restricted stock. We estimate forfeitures of stock-based awards based on historical experience and expected future activity.

The fair value of restricted stock awards is measured based on the closing fair market valueprice of the Company’sour common stock on the date of grant. The fair value of stock option grants areis estimated on the date of grant using the Black-Scholes option pricing methodmodel based on the following subjective assumptions:

Volatility—This is a measure of the amount by which a stock price has fluctuated or is expected to fluctuate. We use actual daily historical changes in the market value of our stock since becoming a public company in May 2005. An increase inequal to the expected volatility will increase compensation expense.term of the option.

Risk-free interest rate—This is the U.S. Treasury rate as of the grant date having a term equal to the expected term of the option. An increase in the risk-free interest rate will increase compensation expense.

Expected term—The expected term was calculated using the simplified method outlined by SEC Staff Accounting Bulletin No. 107, Share-Based Payment (SAB 107).method. Under this method, the expected term is equal to the sum of the weighted average vesting term plus the original contractual term divided by two. We have elected this method as we have concluded that we do not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time our equity shares have been publicly traded.

Dividend yield—We do not have plans to pay dividends in the foreseeable future. An increase in the dividend yield will decrease compensation expense.

The following weighted-average assumptions were used to estimate the fair value of stock option grantsoptions granted:

   Fiscal Year Ended 
   February 1, 2014  February 2, 2013  January 28, 2012 

Dividend yield

   0.0  0.0  0.0

Volatility rate

   66.4  66.7  65.0

Weighted-average expected life (in years)

   6.25    6.25    6.25  

Weighted-average risk-free interest rate

   1.1  1.1  1.1

Weighted-average fair value per share of stock options granted

  $15.07   $19.40   $13.35  

Common Stock Share Repurchases—We may repurchase shares of our common stock under authorizations made from time to time by our Board of Directors. Under applicable Washington State law, shares repurchased are estimatedretired and not displayed separately as treasury stock on the dateconsolidated financial statements. Instead, the value of grant using the Black-Scholes option pricing method with the following weighted-average assumptions used for stock option grants issued for the fiscal years ended January 28, 2012, January 29, 2011 and January 30, 2010:repurchased shares is deducted from retained earnings.

   Fiscal Year Ended 
   January 28, 2012  January 29, 2011  January 30, 2010 

Dividend yield

   0.0  0.0  0.0

Volatility rate

   65.0  67.5  66.8

Weighted-average expected life (in years)

   6.25    6.50    6.26  

Weighted-average risk-free interest rate

   1.1  2.4  1.7

Weighted-average fair value per share of stock options granted

  $13.35   $12.24   $4.44  

Income TaxesTaxes——DeferredWe use the asset and liability method of accounting for income taxes. Using this method, deferred tax balances reflectassets and liabilities are recorded based on the effects of temporary differences between the carrying amountsfinancial reporting and tax basis of assets and liabilities and their respective tax bases. Valuation allowances may be established when necessary to reduceliabilities. The deferred tax assets toand liabilities are calculated using the amountenacted tax rates and

laws that are expected to be in effect when the differences are expected to reverse. We routinely evaluate the likelihood of realizing the benefit of our deferred tax assets and may record a valuation allowance if, based on all available evidence, it is determined that it is more likely than not that all or some portion of the deferred tax benefit will not to be realized.

We recognizeregularly evaluate the likelihood of realizing the benefit for income tax benefits from an uncertain position only ifpositions that we have taken in various federal, state and foreign filings by considering all relevant facts, circumstances and information available. If we believe it is “moremore likely than not”not that theour position is sustainable, based on its technical merits. The taxwill be sustained, we recognize a benefit of a qualifying position isat the largest amount of tax benefit that we believe is cumulatively greater than fifty percent50% likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information.to be realized. Interest and penalties related to uncertainincome tax positions may bematters are classified as a component of income tax expense. Unrecognized tax benefits are recorded in other liabilities and long-term debt and other liabilities on the consolidated balance sheets.

Our tax provision for interim periods is determined using an estimate of our annual effective rate, adjusted for discrete items, if any, that are taken into account in the financial statements as either income taxes or interestrelevant period. As the fiscal year progresses, we periodically refine our estimate based on actual events and another expense classification. The Company has electedearnings by jurisdiction. This ongoing estimation process can result in changes to classify interest and penalties related to uncertainour expected effective tax positions asrate for the full fiscal year. When this occurs, we adjust the income tax expense.provision during the quarter in which the change in estimate occurs so that our year-to-date provision equals our expected annual rate.

Earnings per ShareShare—Basic earnings per share is based on the weighted average number of common shares outstanding during the period. The dilutive effect of stock options and restricted stock is applicable only in periods of net income. Diluted earnings per share is based on the weighted average number of common shares and common share equivalents outstanding during the period. Common share equivalents included in the computation represent shares issuable upon assumed exercise of outstanding stock options, employee stock purchase plan funds held to acquire stock and non-vested restricted stock. Potentially anti-dilutive securities not included in the calculation of diluted earnings per share are options to purchase common stock where the option exercise price is greater than the average market price of the Company’sour common stock during the period reported.

Foreign Currency Translation—Assets and liabilities denominated in foreign currencies were translated into U.S. dollars, the reporting currency, at the exchange rate prevailing at the balance sheet date. Revenue and expenses denominated in foreign currencies were translated into U.S. dollars at the monthly average exchange rate for the period and the translation adjustments are reported as an element of accumulated other comprehensive income on the consolidated balance sheets.

Segment ReportingReporting—We identify our operating segments according to how our business activities are managed and evaluated. Our operating segments have been aggregated and are reported as one reportable segment based on the similar nature of products sold, production, merchandising and distribution processes involved, target customers and economic characteristics.

Our product categories as a percentage of merchandise sales for the fiscal years ended January 28, 2012, January 29, 2011 and January 30, 2010 is as follows:

   Fiscal Year Ended 
   January 28, 2012  January 29, 2011  January 30, 2010 

Men’s Apparel

   33  32  31

Footwear

   24  23  24

Accessories

   20  21  18

Hardgoods

   11  12  14

Junior’s Apparel

   10  10  11

Other

   2  2  2
  

 

 

  

 

 

  

 

 

 

Total

   100  100  100
  

 

 

  

 

 

  

 

 

 

Net sales related to our international operations for the fiscal years ended January 28, 2012, January 29, 2011 and January 30, 2010 and long-lived assets related to our international operations at January 28, 2012 and January 29, 2011 were not material and are not reported separately from domestic revenues and long-lived assets.

Recently Adopted Accounting StandardsStandards—In September 2011,February 2013, the Financial Accounting Standards Board (“FASB”) issued guidance that provides entities testing goodwillrequires an entity to present information about reclassification adjustments from accumulated other comprehensive income in their financial statements or footnotes. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2012. We adopted this guidance for the fiscal quarter ended May 4, 2013. The adoption did not have a material impact on our financial position, results of operations or cash flows.

In July 2012, the FASB issued guidance that will allow an entity to first assess qualitative factors to determine whether it is necessary to perform a quantitative impairment to have the option of performing a qualitative assessment before calculating the fair value of the reporting unit.test for indefinite-lived intangible assets. If entities determine, based on qualitative factors, the fair value of the reporting unitasset is more likely than not less than the carrying value, the two-step impairment test would be required. This guidance is effective for interim and annual reporting periodsfiscal years beginning after DecemberSeptember 15, 2011,2012, with early adoption permitted. We early adopted this guidance infor the three months ended January 28, 2012 in connection with our annual goodwill impairment assessmentfiscal year ending February 1, 2014 and itthe adoption did not have a material impact on our financial position, results of operations or cash flows.

3. Business Combination

Blue Tomato—On July 4, 2012, we acquired 100% of the outstanding stock of Blue Tomato for cash consideration of 59.5 million Euros ($74.8 million). Blue Tomato is a leading European multi-channel retailer for board sports and related apparel and footwear and the acquisition allows us to enter into the European marketplace.

In January 2010,addition, there is the FASB issued guidancepossibility of future incentive payments to the sellers and certain employees of Blue Tomato in an aggregate amount of up to 22.1 million Euros ($29.9 million, using the exchange rate as of February 1, 2014) to the extent that requires reporting entities to make new disclosures about fair value measurements including significant transfers into and out of Level 1 and Level 2 fair value measurements and information on purchases, sales, issuances and settlements on a gross basis in the reconciliation of Level 3 fair value measurements. In addition, the guidance clarifies certain existing disclosure requirements. This guidance is effective for interim and annual reporting periods beginning after December 15, 2009, exceptfinancial metrics are met for the additional Level 3 reconciliation disclosures, which are effective for interim and annual reporting periods beginning after December 15, 2010. We adopted the additional Level 3 reconciliation disclosure requirements in the three months endedfiscal year ending April 30, 2011. 2015 and the sellers and certain employees remain employed with Blue Tomato through April 30, 2015. Of the 22.1 million Euros future incentive payments, 17.1 million Euros ($23.1 million) is payable in cash, while 5.0 million Euros ($6.8 million) is payable in shares of our common stock. We account for the estimated future incentive payments as compensation expense, which is included in selling, general and administrative expense on the consolidated statements of income, and recognize this amount ratably over the term of service through April 2015. At February 1, 2014, we estimated that we will not be obligated for future incentive payments and reversed the previously recorded expense associated with the future incentive payments. For the fiscal year ended February 2, 2013, we recorded an expense for future incentive payments of $2.3 million.

Pro Forma Financial InformationThe adoption of this guidance did not have a material impact on ourfollowing unaudited pro forma financial position,information shows the results of operations, as though the acquisition of Blue Tomato had occurred on January 30, 2011. These amounts were calculated after conversion to U.S. GAAP, conforming to our accounting policies and adjusting Blue Tomato results to reflect: (i) the depreciation and amortization that would have been charged as a result of the fair value adjustments to fixed assets and intangible assets and (ii) the compensation expense associated with the estimated future incentive payments to the sellers and certain employees of Blue Tomato (using our estimate as of February 2, 2013 of future incentive payments of 9.0 million Euros). The adjustments also reflect the income tax effect of the pro forma adjustments.

The amounts also reflect the removal of the following non-recurring, transaction related costs and related income tax effect from the fiscal year ended February 2, 2013 pro forma results: (i) the transaction costs of $1.9 million associated with the Blue Tomato acquisition, (ii) the charge related to the fair value adjustment to acquisition date inventory of $2.2 million and (iii) the foreign currency transaction gain of $0.5 million associated with the foreign currency fluctuations associated with the acquisition of Blue Tomato. These amounts are assumed to be included in the fiscal year ended January 28, 2012 pro forma amounts.

The pro forma financial information below is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved had the acquisition been completed as of the date indicated above or cash flows.the results that may be obtained in the future.

   Fiscal Year Ended 
   February 2, 2013   January 28, 2012 
   (in thousands) 

Net sales

  $680,524    $591,961  

Net income

  $41,430    $32,853  

Recently Issued Accounting Standards— In June 2011,4. Goodwill and Intangible Assets

The following tables summarize the FASB issued guidance that requires an entity to presentchanges in the totalcarrying amount of comprehensive income,goodwill (in thousands):

Balance at January 28, 2012

  $13,154  

Goodwill acquired

   47,413  

Effects of foreign currency translation

   4,009  
  

 

 

 

Balance as of February 2, 2013

   64,576  
  

 

 

 

Effects of foreign currency translation

   (381
  

 

 

 

Balance as of February 1, 2014

  $64,195  
  

 

 

 

There was no impairment of goodwill for the components of net incomefiscal years ended February 1, 2014, February 2, 2013 and January 28, 2012.

The following table summarizes the gross carrying amount, accumulated amortization and the componentsnet carrying amount of other comprehensive income eitherintangible assets (in thousands):

   February 1, 2014 
   Gross Carrying
Amount
   Accumulated
Amortization
   Intangible
Assets, Net
 

Intangible assets not subject to amortization:

      

Trade names and trademarks

  $14,615    $—      $14,615  

Intangible assets subject to amortization:

      

Developed technology

   4,060     2,143     1,917  

Customer relationships

   3,008     1,570     1,438  
  

 

 

   

 

 

   

 

 

 

Total intangible assets

  $21,683    $3,713    $17,970  
  

 

 

   

 

 

   

 

 

 

   February 2, 2013 
   Gross Carrying
Amount
   Accumulated
Amortization
   Intangible
Assets, Net
 

Intangible assets not subject to amortization:

      

Trade names and trademarks

  $14,724    $—      $14,724  

Intangible assets subject to amortization:

      

Developed technology

   4,090     795     3,295  

Customer relationships

   3,031     570     2,461  
  

 

 

   

 

 

   

 

 

 

Total intangible assets

  $21,845    $1,365    $20,480  
  

 

 

   

 

 

   

 

 

 

There was no impairment of intangible assets for the fiscal years ended February 1, 2014, February 2, 2013 and January 28, 2012.

Amortization expense of intangible assets for the fiscal years ended February 1, 2014 and February 2, 2013 was $2.3 million and $1.3 million. We did not record amortization expense of intangible assets for the fiscal year ended January 28, 2012. Amortization expense of intangible assets is recorded in a single continuous statementselling, general and administrative expense on the consolidated statements of comprehensive income or in two separate but consecutive statements. The guidance eliminates the option to present the components of other comprehensive incomeincome. At February 1, 2014, future amortization expense for intangible assets is as part of the statement of changes in shareholders’ equity. This guidance is effective for interim and annual reporting periods beginning after December 15, 2011. As this guidance only amends the presentation of the components of comprehensive income, the adoption will not have an impact on our financial position, results of operations or cash flows.follows (in thousands):

Fiscal 2014

  $2,356  

Fiscal 2015

   999  

Thereafter

   —    
  

 

 

 

Total

  $3,355  
  

 

 

 

In May 2011, the FASB issued guidance that amends certain accounting and disclosure requirements related to fair value measurements. This guidance is effective for interim and annual reporting periods beginning after December 15, 2011. We do not expect the adoption will have a material impact on our financial position, results of operations or cash flows.

3.5. Cash, Cash Equivalents and Marketable Securities

The following tables summarize the estimated fair value of our cash, cash equivalents and marketable securities and the gross unrealized holding gains and losses at January 28, 2012 and January 29, 2011 (in thousands):

 

  January 28, 2012   February 1, 2014 
  Amortized
Cost
   Gross
Unrealized
Holding

Gains
   Gross
Unrealized
Holding

Losses
 Estimated
Fair Value
   Amortized
Cost
   Gross
Unrealized
Holding
Gains
   Gross
Unrealized
Holding
Losses
 Estimated
Fair Value
 

Cash and cash equivalents:

              

Cash

  $6,343    $—      $—     $6,343    $17,973    $—      $—     $17,973  

Money market funds

   5,139     —       —      5,139     1,211     —       —      1,211  

State and local government securities

   3,297     —       —      3,297     450     —       —      450  
  

 

   

 

   

 

  

 

   

 

   

 

   

 

  

 

 

Total cash and cash equivalents

   14,779     —       —      14,779     19,634     —       —      19,634  
  

 

   

 

   

 

  

 

   

 

   

 

   

 

  

 

 

Marketable securities:

              

Corporate debt securities

   2,016     30     —      2,046  

State and local government securities

   126,047     335     (111  126,271     72,968     64     (191  72,841  

Variable-rate demand notes

   30,610     —       —      30,610     25,505     —       —      25,505  
  

 

   

 

   

 

  

 

   

 

   

 

   

 

  

 

 

Total marketable securities

  $158,673    $365    $(111 $158,927    $98,473    $64    $(191 $98,346  
  

 

   

 

   

 

  

 

   

 

   

 

   

 

  

 

 

Less: Long-term marketable securities (1)

        (908        (825
       

 

        

 

 

Total current marketable securities

       $158,019         $97,521  
       

 

        

 

 
  January 29, 2011 
  Amortized
Cost
   Gross
Unrealized
Holding
Gains
   Gross
Unrealized
Holding
Losses
 Estimated
Fair Value
 

Cash and cash equivalents:

       

Cash

  $7,160    $—      $—     $7,160  

Money market funds

   928     —       —      928  

State and local government securities

   3,269     —       —      3,269  
  

 

   

 

   

 

  

 

 

Total cash and cash equivalents

   11,357     —       —      11,357  
  

 

   

 

   

 

  

 

 

Marketable securities:

       

Treasury and agency securities

   6,043     26     —      6,069  

State and local government securities

   103,110     125     (195  103,040  

Variable-rate demand notes

   9,205     —       —      9,205  
  

 

   

 

   

 

  

 

 

Total marketable securities

  $118,358    $151    $(195 $118,314  
  

 

   

 

   

 

  

 

 

Less: Long-term marketable securities (1)

        (870
       

 

 

Total current marketable securities

       $117,444  
       

 

 

   February 2, 2013 
   Amortized
Cost
   Gross
Unrealized
Holding
Gains
   Gross
Unrealized
Holding
Losses
  Estimated
Fair Value
 

Cash and cash equivalents:

       

Cash

  $6,271    $—      $—     $6,271  

Money market funds

   8,305     —       —      8,305  

State and local government securities

   3,003     —       —      3,003  
  

 

 

   

 

 

   

 

 

  

 

 

 

Total cash and cash equivalents

   17,579     —       —      17,579  
  

 

 

   

 

 

   

 

 

  

 

 

 

Marketable securities:

       

Corporate debt securities

   1,745     65     —      1,810  

State and local government securities

   82,911     95     (179  82,827  

Variable-rate demand notes

   1,800     —       —      1,800  
  

 

 

   

 

 

   

 

 

  

 

 

 

Total marketable securities

  $86,456    $160    $(179 $86,437  
  

 

 

   

 

 

   

 

 

  

 

 

 

Less: Long-term marketable securities (1)

        (844
       

 

 

 

Total current marketable securities

       $85,593  
       

 

 

 

 

(1)At January 28, 2012February 1, 2014 and January 29, 2011,February 2, 2013, we held one $1.0 million par value auction rate security, valued at $0.9 million net of a $0.1 million temporary impairment charge, classified as available-for-sale marketable securities and included in long-term investmentsother assets on the consolidated balance sheets.

All of our available-for-sale securities, excluding our auction rate security, have an effective maturity date of two years or less and may be liquidated, at our discretion, prior to maturity. For the fiscal years ended January 28, 2012, January 29, 2011 and January 30, 2010, realized gains and losses on sales of available-for-sale marketable securities were not material. We use the specific identification method to determine any realized gains or losses from the sale of our marketable securities classified as available-for-sale.

The following tables summarize the gross unrealized holding losses and fair value for investments in an unrealized loss position, at January 28, 2012 and January 29, 2011, and the length of time that individual securities have been in a continuous loss position (in thousands):

 

  January 28, 2012   February 1, 2014 
  Less Than Twelve Months 12 Months or Greater Total   Less Than Twelve Months 12 Months or Greater Total 
  Fair Value   Unrealized
Losses
 Fair Value   Unrealized
Losses
 Fair Value   Unrealized
Losses
   Fair Value   Unrealized
Losses
 Fair Value   Unrealized
Losses
 Fair Value   Unrealized
Losses
 

Marketable securities:

                    

State and local government securities

  $20,900    $(19 $1,408    $(92 $22,308    $(111  $26,637    $(15 $2,081    $(176 $28,718    $(191
  

 

   

 

  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

  

 

   

 

 

Total marketable securities

  $20,900    $(19 $1,408    $(92 $22,308    $(111  $26,637    $(15 $2,081    $(176 $28,718    $(191
  

 

   

 

  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

  

 

   

 

 
  January 29, 2011 
  Less Than Twelve Months 12 Months or Greater Total 
  Fair Value   Unrealized
Losses
 Fair Value   Unrealized
Losses
 Fair Value   Unrealized
Losses
 

Marketable securities:

          

State and local government securities

  $42,761    $(62 $1,907    $(133 $44,668    $(195
  

 

   

 

  

 

   

 

  

 

   

 

 

Total marketable securities

  $42,761    $(62 $1,907    $(133 $44,668    $(195
  

 

   

 

  

 

   

 

  

 

   

 

 

   February 2, 2013 
   Less Than Twelve Months  12 Months or Greater  Total 
   Fair Value   Unrealized
Losses
  Fair Value   Unrealized
Losses
  Fair Value   Unrealized
Losses
 

Marketable securities:

          

State and local government securities

  $23,300    $(23 $844    $(156 $24,144    $(179
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total marketable securities

  $23,300    $(23 $844    $(156 $24,144    $(179
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

We did not record a realized loss for other-than-temporary impairments during the fiscal years ended February 1, 2014, February 2, 2013 and January 28, 2012, January 29, 2011 and January 30, 2010. At January 28, 2012 and January 29, 2011, we had $0.9 million invested, net of temporary impairment charge of $0.1 million, in an auction rate security that is classified as available-for-sale marketable securities in long-term investments on the consolidated balance sheets. Auction rate securities are generally long-term debt instruments that provide liquidity through a Dutch auction process that resets the applicable interest rate at pre-determined calendar intervals. This mechanism generally allows existing investors to rollover their holdings and continue to own their respective securities or liquidate their holdings by selling their securities at par value. Prior to February 3, 2008, we invested in these securities for short periods of time as part of our cash management program. However, the uncertainties in the credit markets that began in early 2008 have prevented us and other investors from liquidating holdings of auction rate securities in recent auctions for these securities because the amount of securities submitted for sale has exceeded the amount of purchase orders. Should the auction continue to fail, we do not intend to sell the security and it is not more likely than not that we will be required to sell the investment before the liquidity in the market improves. Additionally, the investment is fully collateralized by the U. S. government. Although we are uncertain as to when the liquidity issues relating to this investment will improve, we consider the issue temporary. As a result of the temporary decline in fair value for our auction rate security, we have recorded an unrealized loss of $0.1 million, which is included in accumulated other comprehensive income (loss) on the consolidated balance sheets at January 28, 2012 and January 29, 2011. We continue to monitor the market for auction rate securities and consider its impact, if any, on the fair market value of the investment. It is possible that further declines in fair value may occur, and those declines, if any, would be recognized in accordance with GAAP, and if it is later determined that the fair value of this security is other-than-temporarily impaired, we will record a loss in the consolidated statement of operations. Due to our belief that the market for this investment may take in excess of twelve months to fully recover, we have classified it as a noncurrent asset in long-term investments on the consolidated balance sheets at January 28, 2012 and January 29, 2011.

2012.

4.6. Receivables

At January 28, 2012 and January 29, 2011, receivables on the consolidated balance sheetsReceivables consisted of the following (in thousands):

 

   January 28, 2012   January 29, 2011 

Credit cards receivable

  $2,941    $2,468  

Tenant allowances receivable

   1,158     704  

Interest receivable

   1,155     1,220  

Refundable use tax

   191     1,053  

Other receivables

   839     684  
  

 

 

   

 

 

 
  $6,284    $6,129  
  

 

 

   

 

 

 

We do not extend credit to our customers except through independent third-party credit cards, which are generally collected in several business days. The refundable use tax amounts in the table of $0.2 million and $1.1 million at January 28, 2012 and January 29, 2011 represents an overpayment of use tax on construction costs to build and remodel stores that is expected to be collected or credited from state jurisdictions.

   February 1, 2014   February 2, 2013 

Credit cards receivable

  $5,299    $6,020  

Tenant allowances receivable

   1,391     1,006  

Other receivables

   3,604     2,441  
  

 

 

   

 

 

 

Receivables

  $10,294    $9,467  
  

 

 

   

 

 

 

5.7. Fixed Assets

At January 28, 2012 and January 29, 2011, fixedFixed assets on the consolidated balance sheets consist of the following (in thousands):

   January 28, 2012  January 29, 2011 

Leasehold improvements

  $102,486   $93,011  

Fixtures

   56,122    49,738  

Land, building and building improvements

   19,310    14,890  

Computer equipment, software, store equipment and other

   17,622    15,586  
  

 

 

  

 

 

 

Fixed assets, at cost

   195,540    173,225  

Less: accumulated depreciation

   (106,062  (94,977
  

 

 

  

 

 

 

Fixed assets, net of accumulated depreciation

  $89,478   $78,248  
  

 

 

  

 

 

 

Depreciation expense on fixed assets was $17.4 million, $16.4 million, and $20.3 million for fiscal years ended January 28, 2012, January 29, 2011 and January 30, 2010.

6. Goodwill

We recorded $13.2 million of goodwill as the excess of the purchase price of $15.5 million over the fair value of the net amounts assigned to assets acquired and liabilities assumed in connection with the acquisition of Action Concepts Fast Forward, Ltd. in fiscal 2006. We will continue to assess, in accordance with our goodwill policy as stated in Note 2, whether goodwill is impaired. There was no impairment of goodwill for the fiscal years ended January 28, 2012, January 29, 2011 and January 30, 2010.

7. Other Liabilities

At January 28, 2012 and January 29, 2011, other liabilities on the consolidated balance sheets consisted of the following (in thousands):

 

   January 28, 2012   January 29, 2011 

Accrued payables

  $5,177    $3,092  

Accrued excise taxes

   4,224     3,906  

Unredeemed gift cards

   3,460     3,260  

Accrued legal

   120     2,211  

Other current liabilities

   1,725     1,214  
  

 

 

   

 

 

 
  $14,706    $13,683  
  

 

 

   

 

 

 
   February 1, 2014  February 2, 2013 

Leasehold improvements

  $136,953   $116,946  

Fixtures

   74,333    70,907  

Buildings, land and building and land improvements

   27,786    26,731  

Computer equipment, software, store equipment and other

   27,704    22,671  
  

 

 

  

 

 

 

Fixed assets, at cost

   266,776    237,255  

Less: Accumulated depreciation

   (139,433  (121,781
  

 

 

  

 

 

 

Fixed assets, net

  $127,343   $115,474  
  

 

 

  

 

 

 

Depreciation expense on fixed assets is recognized on our consolidated income statement as follows (in thousands):

   Fiscal Year Ended 
   February 1, 2014   February 2, 2013   January 28, 2012 

Cost of goods sold

  $1,086    $875    $797  

Selling, general and administrative expenses

   21,281     18,506     16,597  
  

 

 

   

 

 

   

 

 

 

Depreciation expense

  $22,367    $19,381    $17,394  
  

 

 

   

 

 

   

 

 

 

8. Other Liabilities

Other liabilities consisted of the following (in thousands):

   February 1, 2014   February 2, 2013 

Accrued payables

  $7,026    $6,355  

Unredeemed gift cards

   4,410     4,268  

Accrued indirect taxes

   3,592     3,852  

Deferred revenue

   1,677     909  

Allowance for sales returns

   1,582     1,227  

Accrued legal settlement

   1,250     —    

Other current liabilities

   1,739     1,621  
  

 

 

   

 

 

 

Other liabilities

  $21,276    $18,232  
  

 

 

   

 

 

 

9. Revolving Credit FacilityFacilities and Debt

On August 29, 2011, we renewed and amended ourWe maintain a secured credit agreement with Wells Fargo Bank, N.A., and the prior facility agreement was terminated. The credit agreementwhich provides us with a secured revolving credit facility until September 1, 20132014 of up to $25.0 million, which, pursuant to an accordion feature, may be increased to $35.0 million at our discretion. The secured revolving credit facility provides for the issuance of a standby letter of creditscredit in an amount not to exceed $5.0 million outstanding at any time and with a term not to exceed 365 days. The commercial line of credit provides for the issuance of a commercial letter of creditscredit in an amount not to exceed $10.0 million and with terms not to exceed 120 days. The amount of borrowings available at any time under our secured revolving credit facility is reduced by the amount of standby and commercial letters of credit outstanding at that time. There were no outstanding borrowings under the secured revolving credit facility at January 28, 2012 and January 29, 2011. We had open commercial letters of credit outstanding under our secured revolving credit facility of $0.9 million at January 28, 2012 and $0.5 million at January 29, 2011. The secured revolving credit facility bears interest at the Daily OneThree Month LIBOR rate plus 1.00%. The credit agreement contains a number of restrictions and covenants that generally limit our ability to, among other things, (1) incur additional debt, (2) undergo a change in ownership and (3) enter into certain transactions. The credit agreement also contains financial covenants that require us to meet certain specified financial tests and ratios, including, a maximum net lossincome after taxes of not to exceed $10.0 million after taxesless than one dollar on a trailing four-quarter basis provided, that, there shall be added to net income all charges for impairment of goodwill and store assets notother intangibles and up to exceedan aggregate of $5.0 million in aggregate,of store asset impairment, and a minimum quick ratio of 1.25. The quick ratio is defined as our cash and near cash equivalents plus certain defined receivables divided by the outstanding borrowings. Our accounts receivable, general intangibles, inventory and equipment have been pledged to secure our obligations under the credit agreement. We must also provide financial information and statements to our lender. We were in compliance with all such covenants at January 28, 2012.February 1, 2014. There were no outstanding borrowings under the secured revolving credit facility at February 1, 2014 and February 2, 2013. We had open commercial letters of credit outstanding under our secured revolving credit facility at February 1, 2014 and February 2, 2013 of $0.3 million and $0.2 million.

9. Commitments and Contingencies

Leases—We are committed under operating leases for allAdditionally, we have revolving lines of our retail store locations and our combined home office and ecommerce fulfillment center generally with termscredit of fiveup to ten years. Total rent expense, base rent expense and contingent9.0 million Euro and other rent expense forlong-term debt, the fiscal years ended January 28, 2012, January 29, 2011proceeds of which are used to fund certain international operations. The revolving lines of credit bears interest at 1.625%-1.65%. There were no outstanding borrowings under these revolving lines of credit at February 1, 2014 and January 30, 2010 is as follows (in thousands). Included in other rent expense are paymentsFebruary 2, 2013. The long-term debt had a weighted average interest rate of real estate taxes, insurance1.7% and common area maintenance costs.

   Fiscal Year Ended 
   January 28, 2012   January 29, 2011   January 30, 2010 

Base rent expense

  $41,566    $37,140    $35,208  

Contingent and other rent expense

   27,214     24,660     22,774  
  

 

 

   

 

 

   

 

 

 

Total rent expense

  $68,780    $61,800    $57,982  
  

 

 

   

 

 

   

 

 

 

At January 28, 2012, we were committed to property owners for operating leasehas maturities through 2021. Long-term debt obligations for $414.0 million. A majority of our leases provide for ongoing co-tenancy requirements or early cancellation clauses that would further lower rental rates, or permit lease terminations, or both, in the event that co-tenants cease to operate for specific periods or if certain sales levels are not met in specific periods. Most of the store leases require payment of a specified minimum rent and a contingent rent based on a percentage of the store’s net sales in excess of a specified threshold. Amounts in the table below do not include contingent rent, real estate taxes, insurance or common area maintenance costs unless these costs are fixed and determinable. Future minimum commitments on all leases at January 28, 2012 are as follows (in thousands):

 

  ��Operating Lease
Obligations
 

Fiscal 2012

  $55,238  

Fiscal 2013

   57,179  

Fiscal 2014

   55,691  

Fiscal 2015

   53,052  

Fiscal 2016

   49,447  

Thereafter

   143,346  
  

 

 

 

Total

  $413,953  
  

 

 

 
   February 1, 2014  February 2, 2013 

Debt obligations

  $1,933   $2,270  

Less: Current portion of debt obligations (1)

   (325  (322
  

 

 

  

 

 

 

Total long-term debt obligations (2)

  $1,608   $1,948  
  

 

 

  

 

 

 

(1)The current portion of debt obligations is recorded in other liabilities on the consolidated balance sheets.
(2)The long-term portion of debt obligations is recorded in long-term debt and other liabilities on the consolidated balance sheets.

Future principal payments for long-term debt at February 1, 2014 are as follows (in thousands):

Fiscal 2014

  $325  

Fiscal 2015

   330  

Fiscal 2016

   260  

Fiscal 2017

   232  

Fiscal 2018

   236  

Thereafter

   550  
  

 

 

 

Total

  $1,933  
  

 

 

 

10. Commitments and Contingencies

Operating Leases—Total rent expense is as follows (in thousands):

   Fiscal Year Ended 
   February 1, 2014   February 2, 2013   January 28, 2012 

Minimum rent expense (1)

  $51,131    $47,279    $41,566  

Contingent rent expense

   2,312     2,705     2,480  
  

 

 

   

 

 

   

 

 

 

Total rent expense (2)

  $53,443    $49,984    $44,046  
  

 

 

   

 

 

   

 

 

 

(1)Included in minimum rent expense for the fiscal year ended February 1, 2014 is a benefit of $2.7 million representing the correction of an error related to our calculation to account for rent expense on a straight-line basis.
(2)Total rent expense does not include real estate taxes, insurance, common area maintenance charges and other executory costs, which were $32.0 million, $28.0 million and $24.7 million for the fiscal years ended February 1, 2014, February 2, 2013 and January 28, 2012.

Future minimum lease payments at February 1, 2014 are as follows (in thousands):

Fiscal 2014

  $53,295  

Fiscal 2015

   52,395  

Fiscal 2016

   49,913  

Fiscal 2017

   44,840  

Fiscal 2018

   38,391  

Thereafter

   114,981  
  

 

 

 

Total (1)

  $353,815  
  

 

 

 

(1)Amounts in the table do not include contingent rent and real estate taxes, insurance, common area maintenance charges and other executory costs obligations.

Purchase CommitmentsCommitments—At January 28, 2012February 1, 2014 and January 29, 2011,February 2, 2013, we had outstanding purchase orders to acquire merchandise from vendors of $87.2$132.6 million and $76.5 million, including $0.9 million and $0.5 million of letters of credit outstanding.$120.4 million. We have an option to cancel these commitments with no notice prior to shipment, except for certain private label purchase orders in which we are obligated to repay certain contractual amounts upon cancellation.

Litigation—We are involved from time to time in claims, proceedings and litigation arising in the ordinary course of business. We have made accruals with respect to these matters, where appropriate, which are reflected in our consolidated financial statements. For some matters, the amount of liability is not probable or the amount cannot be reasonablereasonably estimated and therefore accruals have not been made. We may enter into discussions regarding settlement of these matters, and may enter into settlement agreements, if we believe settlement is in the best interest of the Company’sour shareholders.

AOn February 15, 2013, a putative class actionChandra Berg et al. lawsuit, Robert Steele v. Zumiez Inc., was filed against the Company in the Los Angeles Superior Court under case number BC408410of the State of California, County of San Francisco. The lawsuit purports to be brought on behalf of a class of all persons who are employed, or who have worked as, assistant store managers for the Company in the State of California from February 25, 2009.15, 2009 through the date of certification of the class in the lawsuit. The Complaint allegedlawsuit alleges causes of action for failure to pay overtime wages, failure to present and former store managers in California,pay wages for work done off-the-clock, failure to provide meal periods and rest breaks (and to store managers, failure to reimburse retail employees for clothing required by the Company’s dress code, failure to reimburse retail employees for business expenses, failure to provide store managers with accurate itemized wage statements,pay meal and rest period premiums), failure to pay terminated store managersemployees all wages due at the time of termination, failure to provide employees with accurate itemized wage statements, failure to reimburse employees for business expenses and unfair business practices and declaratory relief. Plaintiff filedThe Court has not set a First Amended Complaintdate for a hearing on April 2, 2010 which added an additional plaintiff/class representative and a new cause of action for penalties for alleged Labor Code violations under the Private Attorneys General Act. We filed an answer to the First Amended Complaint and conducted discovery. On February 8, 2010, we attended a mediation wherein no settlement was reached. Plaintiffs filed their motion for class certification and we filed our opposition tohas not set a trial date. A second putative class certification. Plaintiffs’ reply papers wereaction lawsuit, Ruben Hernandez v. Zumiez Inc., was filed on August 2, 2010.September 3, 2013, alleging overlapping causes of action. On September 1, 2010,or about October 22, 2013, the Company announced that it had reached an agreementclass action allegations for the Hernandez case were dismissed without prejudice. On November 12, 2013, the parties in the Steele case agreed to settle.a conditional settlement in the amount of $1.3 million which is contingent upon the preliminary and final approval of the Court (the “Conditional Settlement”). The parties have negotiated the terms of the formal settlement agreement, was $2.1 million, which includes settlement awards to class members, incentive payments toand are in the two plaintiffs, attorneys’ fees and costs and claims administration costs.process of executing that agreement. The court grantedparties anticipate that a motion seeking the Court’s preliminary approval of the settlement on November 3, 2010, and granted final approval ofConditional Settlement will be filed with the settlement on February 23, 2011.Court within 45 to 60 days. The claims administrator distributed the settlement funds pursuant to the Court’s order and the settlement agreement. The accrued charge was recorded in selling, general and administrative expenses on the consolidated statements of operationsincome for the fiscal year ended January 29, 2011 and was paid out on March 10, 2011.February 1, 2014.

Insurance Reserves—We are responsibleuse a combination of third-party insurance and self-insurance for medicala number of risk management activities including workers’ compensation, general liability and dental insurance claims up to a specified aggregate amount.employee-related health care benefits. We maintain a reservereserves for our self-insured losses, which are estimated medical and dental insurance claims based on historical claims experience and actuarial and other estimated assumptions. The insuranceself-insurance reserve at January 28, 2012February 1, 2014 and January 29, 2011February 2, 2013 was $0.5$1.7 million and $0.4$1.2 million.

10.11. Fair Value Measurements

We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

 

Level 1—Quoted prices in active markets for identical assets or liabilities;

 

Level 2—Quoted prices for similar assets or liabilities in active markets or inputs that are observable; and

 

Level 3—Inputs that are unobservable.

We follow the guidelines for assessing fair value measurements consistent with GAAP that requires an assessment of whether certain factors exist to indicate that the market for an instrument is not active at the measurement date. If, after evaluating those factors, the evidence indicates the market is not active, a company must determine whether recent quoted transaction prices are associated with distressed transactions.

The following tables summarize assets measured at fair value on a recurring basis at January 28, 2012 and January 29, 2011 (in thousands):

 

  January 28, 2012   February 1, 2014 
  Level 1   Level 2   Level 3   Level 1   Level 2   Level 3 

Cash equivalents:

            

Money market funds

  $5,139    $—      $—      $1,211    $—      $—    

State and local government securities

   —       3,297     —       —       450     —    

Marketable securities:

            

Corporate debt securities

   —       2,046     —    

State and local government securities

   —       125,363     —       —       72,016     —    

Variable-rate demand notes

   —       30,610     —       —       25,505     —    

Long-term investments:

      

Long-term other assets:

      

State and local government securities

   —       —       908     —       —       825  

Equity method investment

   —       —       1,472  

Equity investments

   —       —       147  
  

 

   

 

   

 

 

Total

  $1,211    $97,971    $972  
  January 29, 2011   

 

   

 

   

 

 
  Level 1   Level 2   Level 3 

Cash equivalents:

      

Money market funds

  $928    $—      $—    

State and local government securities

   —       3,269     —    

Marketable securities:

      

Treasury and agency securities

   —       6,069     —    

State and local government securities

   —       102,170     —    

Variable-rate demand notes

   —       9,205     —    

Long-term investments:

      

State and local government securities

   —       —       870  

Equity method investment

   —       —       1,896  

   February 2, 2013 
   Level 1   Level 2   Level 3 

Cash equivalents:

      

Money market funds

  $8,305    $—      $—    

State and local government securities

   —       3,003     —    

Marketable securities:

      

Corporate debt securities

   —       1,810     —    

State and local government securities

   —       81,983     —    

Variable-rate demand notes

   —       1,800     —    

Long-term other assets:

      

State and local government securities

   —       —       844  

Equity investments

   —       —       1,059  
  

 

 

   

 

 

   

 

 

 

Total

  $8,305    $88,596    $1,903  
  

 

 

   

 

 

   

 

 

 

Our policy is to recognize transfers into and transfers out of hierarchy levels as of the actual date of the event or change in circumstances that caused the transfer.

The Level 2 marketable securities primarily include state and local municipal securities, U.S. Treasury securities, U.S. Agency securities and variable-rate demand notes. Fair values are based on quoted market prices for similar assets or liabilities or determined using inputs that use readily observable market data that are actively quoted and can be validated through external sources, including third-party pricing services, brokers and market transactions. We review the pricing techniques and methodologies of the independent pricing service for Level 2 investments and believe that its policies adequately consider market activity, either based on specific transactions for the security valued or based on modeling of securities with similar credit quality, duration, yield and structure that were recently traded. We monitor security-specific valuation trends and we make inquiries with the pricing service about material changes or the absence of expected changes to understand the underlying factors and inputs and to validate the reasonableness of the pricing.

The Level 3 state and local government securities represent a $1.0 million par value auction rate security, net of temporary impairment charge of $0.1 million. Our valuation method for the auction rate security is based on numerous assumptions including assessments of the underlying security, expected cash flows, credit ratings, liquidity and other relevant factors.

The Level 3 equity investment represents our 14.3% interest in a manufacturer of apparel and hard goods. The equity investment is valued using comparative market multiples adjusted by an estimated discount factor. We have elected to applyAssets measured at fair value accounting for this investment, which would otherwise be accounted for under the equity method of accounting. We have elected fair value accounting,on a nonrecurring basis include items such as we believe the terms of the contract are more properly reflected through the fair value method. The investment balance is reported in long-term investments on the consolidated balance sheets, with the corresponding changes in the fair value recorded in other (expense) income, net on the consolidated statements of operations.

The following tables present the changes in the Level 3 fair value category for the fiscal years ended January 28, 2012 and January 29, 2011 (in thousands):

   State and Local
Government
Securities
  Equity
Investment
 

Balance at January 31, 2009

  $1,767   $—    
  

 

 

  

 

 

 

Sales

   (1,000  —    

Unrealized gain included in accumulated other comprehensive income (loss)

   105    —    
  

 

 

  

 

 

 

Balance at January 30, 2010

   872    —    
  

 

 

  

 

 

 

Purchases

   —      2,000  

Unrealized loss included in accumulated other comprehensive income (loss)

   (2  —    

Unrealized loss included in other (expense) income, net

   —      (104
  

 

 

  

 

 

 

Balance at January 29, 2011

   870    1,896  
  

 

 

  

 

 

 

Unrealized gain included in accumulated other comprehensive income (loss)

   38    —    

Unrealized loss included in other (expense) income, net

   —      (424
  

 

 

  

 

 

 

Balance at January 28, 2012

  $908   $1,472  
  

 

 

  

 

 

 

The following table represents the fair value hierarchy forlong-lived assets resulting from impairment, if deemed necessary. There were no material assets measured at fair value on a nonrecurring basis atfor the fiscal years ended February 1, 2014, February 2, 2013 or January 28, 2012.

12. Stockholders’ Equity

Share Repurchase—In November 2012, our Board of Directors authorized a share repurchase program that provided for the repurchase of up to $22.0 million of outstanding common stock. This program was completed in December 2012. In December 2012, our Board of Directors authorized a stock repurchase program that provided

for the repurchase of up to an additional $20.0 million of outstanding common stock and $7.5 million of outstanding common stock was repurchased under that program. In December 2013, the Board of Directors authorized a stock repurchase program that provides for the repurchase of up to $30.0 million of outstanding common stock. This stock repurchase program replaces the existing stock repurchase program that was authorized in December 2012, which had $12.5 million remaining of the authorized amount to repurchase shares under that program and was set to expire on February 1, 2014. The current repurchase program is expected to continue through the fiscal year ending January 29, 2011 and January 30, 2010 (in thousands):31, 2015, unless the time period is extended or shortened by the Board of Directors.

Long-Lived Assets Held and Used

  Fair Value (as of
period end)
   Using Significant
Unobservable
Inputs (Level 3
Measurements)
   Net Loss (for
the fiscal year
ended)
 

January 28, 2012

  $51    $51    $130  

January 29, 2011

  $117    $117    $105  

January 30, 2010

  $30    $30    $2,538  

DuringThe following table summarizes common stock repurchase activity during the fiscal year ended January 28, 2012, in accordance withFebruary 1, 2014 (in thousands except average price per repurchased shares):

Number of shares repurchased

   839  

Average price per share of repurchased shares (with commission)

  $22.68  

Total cost of shares repurchased

  $19,038  

At February 1, 2014, there remains $14.6 million available to repurchase shares under the accountingcurrent share repurchase program.

Accumulated Other Comprehensive Income (Loss)—The component of accumulated other comprehensive income (loss) and the adjustments to other comprehensive income (loss) for impairments of long-lived assets classifiedamounts reclassified from accumulated other comprehensive income (loss) into net income is as held and used, two stores with a net fixed asset carrying amount of $0.2 million were written down to their fair value of $0.1 million, resulting in a net impairment charge of $0.1 million. During the fiscal year ended January 29, 2011, two stores with a net fixed asset carrying amount of $0.2 million were written down to their fair value of $0.1 million, resulting in a net impairment charge of $0.1 million. During the fiscal year ended January 30, 2010, 21 stores with a net fixed asset carrying amount of $2.6 million were written down to their fair value of $0.1 million, resulting in a net impairment charge of $2.5 million. These non-cash impairment charges are included in selling, general and administrative expenses. The fair value was determined using a discounted cash flow model at a store level. The estimation of future cash flows from operating activities requires significant judgments of factors that include future sales, gross profit and operating expenses. If our actual sales, gross profit or operating expenses differ from our estimates, the carrying value of certain store assets may prove unrecoverable and we may incur additional impairment charges in the future.follows (in thousands):

  Foreign currency
translation
adjustments
  Net unrealized
gains (losses) on
available-for-sale
investments
  Accumulated other
comprehensive
income (loss)
 

Balance at January 29, 2011

 $—     $(17 $(17

Other comprehensive income (loss) before reclassifications, net of tax (1)

  (19  199    180  

Reclassifications recorded in:

   

Other (expense) income, net

  —      (46  (46

Provision for income taxes

  —      18    18  
 

 

 

  

 

 

  

 

 

 

Total reclassifications from accumulated other comprehensive income (loss), net of taxes

  —      (28  (28
 

 

 

  

 

 

  

 

 

 

Other comprehensive income (loss), net

  (19  171    152  
 

 

 

  

 

 

  

 

 

 

Balance at January 28, 2012

  (19  154    135  
 

 

 

  

 

 

  

 

 

 

Other comprehensive income (loss) before reclassifications, net of tax (1)

  6,040    (79  5,961  

Reclassifications recorded in:

   

Other (expense) income, net

  —      (141  (141

Provision for income taxes

  —      55    55  
 

 

 

  

 

 

  

 

 

 

Total reclassifications from accumulated other comprehensive income (loss), net of taxes

  —      (86  (86
 

 

 

  

 

 

  

 

 

 

Other comprehensive income (loss), net

  6,040    (165  5,875  
 

 

 

  

 

 

  

 

 

 

Balance at February 2, 2013

  6,021    (11  6,010  
 

 

 

  

 

 

  

 

 

 

Other comprehensive income (loss) before reclassifications, net of tax (1)

  (1,231  (92  (1,323

Reclassifications recorded in:

   

Other (expense) income, net

  —      28    28  

Provision for income taxes

  —      (5  (5
 

 

 

  

 

 

  

 

 

 

Total reclassifications from accumulated other comprehensive income (loss), net of taxes

  —      23    23  
 

 

 

  

 

 

  

 

 

 

Other comprehensive income (loss), net

  (1,231  (69  (1,300
 

 

 

  

 

 

  

 

 

 

Balance at February 1, 2014

 $4,790   $(80 $4,710  
 

 

 

  

 

 

  

 

 

 

(1)Other comprehensive income (loss) before reclassifications is net of taxes of $0.1 million for the fiscal years ended February 1, 2014, February 2, 2013 and January 28, 2012 for both net unrealized gains (losses) on available-for-sale investments and accumulated other comprehensive income (loss). Foreign currency translation adjustments are not adjusted for income taxes as they relate to permanent investments in our international subsidiaries.

11.13. Equity Awards

General Description of Equity Awards Plans—During fiscal 2004, the Company adopted the 2004 Stock Option Plan (the “2004 Plan”) to provide for the granting of—We maintain several equity incentive stock options and nonqualified stock options to executive officers and key employees of the Company as determined by the 2004 Plan Committee of the Company’s board of directors. The terms of the 2004 Plan are generally the same as the 1993 Plan. The Company has authorized 7,365,586 split adjusted shares of common stock for issuanceplans under the 2004 Plan. The Company does not plan on making any new stock option grants under the 2004 Plan.

The Company adopted the 2005 Equity Incentive Plan (the “2005 Plan”) on January 24, 2005 and the Company’s shareholders approved it on April 27, 2005. Unless sooner terminated by the Board, the 2005 Plan will terminate on the day before the tenth anniversary of the date that the 2005 Plan was approved by the Company’s shareholders. The 2005 Incentive Plan provides for thewhich we may grant of incentive stock options, nonqualified stock options, stock bonuses, restricted stock awards, restricted stock units and stock appreciation rights which may be granted to the Company’s employees (including officers), non-employee directors and consultants.

The aggregate number of shares of common stock that may be issued pursuant to awards granted under the 2005 Plan will not exceed 5,850,000 plus (1) the number of shares that are subject to awards under the 2005 Plan, the 1993 Plan or the 2004 Plan that have been forfeited or repurchased by us or that have otherwise expired or terminated, (2) at our option, the number of shares that were reserved for issuance under the 2004 Plan but that were not subject to a grant under such plan at the completion of the Company’s initial public offering in May 2005, and (3) an annual increase on the first business day of each fiscal year such that the total number of shares available for issuance under the 2005 Plan shall equal 15% of the total number of shares of common stock outstanding on such business day; provided, that with respect to such annual increase, the board may designate a lesser number of additional shares or no additional shares during such fiscal year. In no event, however, will the aggregate number of shares available for award under the 2005 Plan exceed 8,775,000 split adjusted shares. As a result of this limitation on the aggregate number of shares available for award under the 2005 Plan, and the 6,614,594 split adjusted shares of the Company’s common stock that were reserved for issuance under our 2004 Plan but that were not subject to grants under that plan at the completion of the initial public offering, up to

2,925,000 split adjusted shares, may currently be added to the shares of common stock that may be issued pursuant to awards granted under the 2005 Plan pursuant to clause (2) of the first sentence of this paragraph; however, the Company does not currently intend to add any of those shares to the 2005 Plan.

Stock Options—Stock-Based Compensation—On July 21, 2009, we completed an offer to exchange certain employee stock options issued under the 2005 Equity Incentive Plan (“Exchange Offer”). Certain previously granted stock options were exchanged for new, lower-priced stock options granted on a one and one half-for-one basis (1.5:1). An aggregate of 460,700 previously granted stock options were exchanged for an aggregate of 307,138 new stock options granted pursuant to the Exchange Offer with an exercise price of $8.64 per share. The new stock option grants vest annually over a four-year period beginning on the first anniversary of the date granted. The Exchange Offer resulted in a nominal increase inTotal stock-based compensation expense.

The following table summarizesexpense is recognized on our stock option activity for the fiscal years ended January 28, 2012, January 29, 2011 and January 30, 2010consolidated income statements as follows (in thousands except weighted-average exercise price and weighted-average remaining contractual life)thousands):

 

   Stock Options  Grant Date
Weighted-
Average Exercise
Price
   Weighted-Average
Remaining
Contractual Life
(in Years)
   Intrinsic
Value (1)
 

Outstanding at January 31, 2009

   1,793   $17.13      
  

 

 

      

Granted (2)

   528   $8.03      

Exercised

   (258 $1.64      

Forfeited (3)

   (568 $29.50      
  

 

 

      

Outstanding at January 30, 2010

   1,495   $11.88      
  

 

 

      

Granted

   58   $19.13      

Exercised

   (392 $3.70      

Forfeited

   (43 $18.68      
  

 

 

      

Outstanding at January 29, 2011

   1,118   $14.86      
  

 

 

      

Granted

   90   $22.33      

Exercised

   (183 $7.17      

Forfeited

   (137 $21.45      
  

 

 

      

Outstanding at January 28, 2012

   888   $16.18     5.54    $11,885  
  

 

 

      

Exercisable at January 28, 2012

   479   $18.66     4.92    $5,620  
  

 

 

      

Vested or expected to vest at January 28, 2012 (4)

   876   $16.16     5.50    $11,758  
  

 

 

      
   Fiscal Year Ended 
   February 1, 2014   February 2, 2013   January 28, 2012 

Cost of goods sold

  $990    $1,033    $1,004  

Selling, general and administrative expenses (1)

   3,104     4,963     4,299  
  

 

 

   

 

 

   

 

 

 

Total stock-based compensation expense

  $4,094    $5,996    $5,303  
  

 

 

   

 

 

   

 

 

 

 

(1)Intrinsic valueIncluded in stock-based compensation expense recognized in selling, general and administrative expenses for stock options is defined as the difference between the market price of the Company’s common stock on the last business day of the fiscal year andended February 1, 2014 is a $0.9 million benefit associated with the weighted average exercise price of in-the-money options outstanding at the endreversal of the fiscal year. The market value per share was $28.33 at January 28, 2012.estimated future incentive payments payable in shares of our common stock associated with the Blue Tomato acquisition.
(2)Includes 307,138 stock options issued pursuant to the Exchange Offer.
(3)Includes 460,700 stock options exchanged in the Exchange Offer.
(4)Includes outstanding vested options as well as outstanding, non-vested options after a forfeiture rate is applied.

The following table summarizes additional informationAt February 1, 2014, there was $6.7 million of total unrecognized compensation cost related to unvested stock option activity for the fiscal years ended January 28, 2012, January 29, 2011options and January 30, 2010 (in thousands):restricted stock. This cost has a weighted-average recognition period of 1.1 years.

   Fiscal Year Ended 
   January 28, 2012   January 29, 2011   January 30, 2010 

Aggregate intrinsic value of stock options exercised

  $3,257    $7,909    $2,489  

Vest-date fair value of stock options vested

  $3,809    $2,094    $1,400  

The following table summarizes information concerning outstanding and exercisable options at January 28, 2012:

   Options Outstanding   Options Exercisable 

Exercise Price

  Number of
Options
(in thousands)
   Weighted Average
Remaining
Contractual Life
   Number of Options
(in thousands)
 

$                3.87         

   116     2.6     79  

                6.88         

   140     7.1     60  

                8.64         

   194     4.7     68  

    14.00-20.01        

   182     7.5     74  

    25.31-27.31        

   109     5.5     65  

$   33.59-37.95        

   147     5.0     133  
  

 

 

     

 

 

 

Total        

   888       479  
  

 

 

     

 

 

 

Restricted Stock—The following table summarizes our restricted stock activity for the fiscal years ended January 28, 2012, January 29, 2011 and January 30, 2010 (in thousands, except weighted-average fair value):

 

  Restricted Stock Grant Date
Weighted-
Average Fair
Value
   Intrinsic
Value (1)
 

Outstanding at January 31, 2009

   285   $15.49    
  

 

    

Granted

   450   $7.17    

Vested

   (81 $16.17    

Forfeited

   (32 $9.80    
  

 

    

Outstanding at January 30, 2010

   622   $9.67    
  

 

    

Granted

   196   $19.19    

Vested

   (195 $10.11    

Forfeited

   (31 $11.99    
  

 

      Restricted Stock Grant Date
Weighted-
Average Fair
Value
   Intrinsic
Value (1)
 

Outstanding at January 29, 2011

   592   $12.55       592   $12.55    
  

 

      

 

    

Granted

   188   $25.14       188   $25.14    

Vested

   (221 $12.47       (221 $12.47    

Forfeited

   (56 $17.01       (56 $17.01    
  

 

      

 

    

Outstanding at January 28, 2012

   503   $16.79    $14,248     503   $16.79    
  

 

      

 

    

Granted

   154   $33.98    

Vested

   (236 $15.21    

Forfeited

   (39 $24.03    
  

 

    

Outstanding at February 2, 2013

   382   $23.97    
  

 

    

Granted

   198   $25.45    

Vested

   (193 $19.54    

Forfeited

   (26 $27.27    
  

 

    

Outstanding at February 1, 2014

   361   $26.91    $7,763  
  

 

    

 

(1)Intrinsic value for restricted stock is defined as the market value of the outstanding restricted stock on the last business day of the fiscal year. The market value per share was $28.33 at January 28, 2012.

The following table summarizes additional information related to restricted stock activity for the fiscal years ended January 28, 2012, January 29, 2011 and January 30, 2010 (in thousands):

 

   Fiscal Year Ended 
   January 28, 2012   January 29, 2011   January 30, 2010 

Vest-date fair value of restricted stock vested

  $5,524    $3,734    $674  
   Fiscal Year Ended 
   February 1, 2014   February 2, 2013   January 28, 2012 

Vest-date fair value of restricted stock vested

  $4,981    $8,174    $5,524  

Stock-Based Compensation—Stock Options—We recorded $5.3 million, $4.9 millionThe following table summarizes stock option activity (in thousands, except weighted-average exercise price and $4.1 million of total stock-based compensation expense for the fiscal years ended January 28, 2012, January 29, 2011 and January 30, 2010.weighted-average remaining contractual life):

At January 28, 2012, there was $6.3 million of total unrecognized compensation cost

  Stock Options  Grant Date
Weighted-
Average Exercise
Price
  Weighted-Average
Remaining
Contractual Life
(in Years)
  Intrinsic
Value (1)
 

Outstanding at January 29, 2011

  1,118   $14.86    
 

 

 

    

Granted

  90   $22.33    

Exercised

  (183 $7.17    

Forfeited

  (137 $21.45    
 

 

 

    

Outstanding at January 28, 2012

  888   $16.18    
 

 

 

    

Granted

  55   $31.79    

Exercised

  (74 $8.53    

Forfeited

  (49 $20.91    
 

 

 

    

Outstanding at February 2, 2013

  820   $17.62    
 

 

 

    

Granted

  47   $24.81    

Exercised

  (152 $6.64    

Forfeited

  (24 $35.96    
 

 

 

    

Outstanding at February 1, 2014

  691   $19.86    4.21   $4,097  
 

 

 

    

Exercisable at February 1, 2014

  579   $18.56    3.46   $4,070  
 

 

 

    

Vested or expected to vest at February 1, 2014 (2)

  685   $19.80    4.16   $4,097  
 

 

 

    

(1)Intrinsic value for stock options is defined as the difference between the market price of our common stock on the last business day of the fiscal year and the weighted average exercise price of in-the-money options outstanding at the end of the fiscal year.
(2)Includes outstanding vested options as well as outstanding, non-vested options after a forfeiture rate is applied.

The following table summarizes additional information related to unvested stock options and restricted stock grants. This cost has a weighted-average recognition period of 1.4 years.option activity (in thousands):

12. Employee Benefit Plans

   Fiscal Year Ended 
   February 1, 2014   February 2, 2013   January 28, 2012 

Aggregate intrinsic value of stock options exercised

  $3,408    $1,655    $3,257  

Vest-date fair value of stock options vested

  $2,024    $4,881    $3,809  

The Zumiez Investment Plan (Z.I.P.) is a qualified plan under Section 401(k) of the Internal Revenue Code. Employees that have been with the Company for a year, work an average of thirty hours a weekfollowing table summarizes outstanding and are twenty-one or older are eligible to participate in the Z.I.P. Our 401(k) matching and profit-sharing contributions are discretionary and are determined annuallyexercisable options by management. We committed $0.5 million, $0.4 million and $0.2 million to the plan for the fiscal years ended January 28, 2012, January 29, 2011 and January 30, 2010.exercise price at February 1, 2014:

   Options Outstanding   Options
Exercisable
 

Exercise Price

  Number of
Options
(in thousands)
   Weighted-Average
Remaining
Contractual Life
   Number of Options
(in thousands)
 

Under    $  10.00        

   239     3.1     239  

$  10.01-$  20.00        

   125     4.7     115  

$  20.01-$  30.00        

   178     5.0     95  

$  30.01-$  40.00        

   149     3.9     130  
  

 

 

     

 

 

 

Total        

   691       579  
  

 

 

     

 

 

 

Employee Stock Purchase Plan—We offer an Employee Stock Purchase Plan (the “ESPP”) for eligible employees to purchase the Company’sour common stock at a 15% discount of the lesser of fair market value of the stock on the first business day or the last business day of the offering period.period, subject to maximum contribution thresholds. The ESPP provides for six month offering periods commencing on October 1 and April 1 of each year. Employees can contribute up to 15% of their pay but may not exceed $25,000 of aggregate stock value in a calendar year. The maximum number of shares an employee may purchase during an offering period is 2,000 shares. Employees are eligible to participate inissued under our ESPP was less than 0.1 million for each of the ESPP if they work at least 20 hours a weekfiscal years ended February 1, 2014, February 2, 2013 and at least five months in a calendar year.January 28, 2012.

13.14. Income Taxes

The components of deferredearnings before income taxes at January 28, 2012 and January 29, 2011 are (in thousands):

 

   January 28, 2012  January 29, 2011 

Deferred tax assets:

   

Deferred rent

  $14,205   $12,172  

Employee benefits, including stock based compensation

   5,794    6,001  

Accrued liabilities

   1,164    1,783  

Inventory

   507    897  

Other

   452    333  
  

 

 

  

 

 

 

Total deferred tax assets

   22,122    21,186  
  

 

 

  

 

 

 

Deferred tax liabilities:

   

Property and equipment

   (14,997  (10,986

Goodwill and other intangibles

   (2,042  (1,714

Other

   (497  (365
  

 

 

  

 

 

 

Total deferred tax liabilities

   (17,536  (13,065
  

 

 

  

 

 

 

Net deferred tax assets

  $4,586   $8,121  
  

 

 

  

 

 

 

   Fiscal Year Ended 
   February 1, 2014   February 2, 2013  January 28, 2012 

United States

  $71,288    $75,054   $62,794  

Foreign

   676     (4,775  (1,105
  

 

 

   

 

 

  

 

 

 

Total earnings before income taxes

  $71,964    $70,279   $61,689  
  

 

 

   

 

 

  

 

 

 

The components of the provision for income taxes for the fiscal years ended January 28, 2012, January 29, 2011 and January 30, 2010 are (in thousands):

 

  Fiscal Year Ended   Fiscal Year Ended 
  January 28, 2012   January 29, 2011 January 30, 2010   February 1, 2014 February 2, 2013 January 28, 2012 

Current:

         

Federal

  $17,013    $11,813   $7,760    $22,925   $24,002   $17,013  

State

   3,884     2,324    2,002  

State and local

   3,544    4,689    3,884  

Foreign

   525    1,054    —    
  

 

   

 

  

 

   

 

  

 

  

 

 

Total current

   20,897     14,137    9,762     26,994    29,745    20,897  
  

 

   

 

  

 

   

 

  

 

  

 

 

Deferred:

         

Federal

   3,358     662    (3,872   629    551    3,358  

State

   83     (147  (1,014

State and local

   74    (370  83  

Foreign

   (1,681  (1,811  —    
  

 

   

 

  

 

   

 

  

 

  

 

 

Total deferred

   3,441     515    (4,886   (978  (1,630  3,441  
  

 

   

 

  

 

   

 

  

 

  

 

 

Provision for income taxes

  $24,338    $14,652   $4,876    $26,016   $28,115   $24,338  
  

 

   

 

  

 

   

 

  

 

  

 

 

The reconciliation of the income tax provision at the U.S. federal statutory rate to our effective income tax rate is as followsfollows:

   Fiscal Year Ended 
   February 1, 2014  February 2, 2013  January 28, 2012 

Expected U.S. federal income taxes at statutory rates

   35.0  35.0  35.0

State and local income taxes, net of federal effect

   3.3    4.4    4.1  

Other

   (2.2  0.6    0.4  
  

 

 

  

 

 

  

 

 

 

Effective tax rate

   36.1  40.0  39.5
  

 

 

  

 

 

  

 

 

 

The components of deferred income taxes are (in thousands):

   February 1,
2014
  February 2,
2013
 

Deferred tax assets:

   

Deferred rent

  $16,779   $15,989  

Employee benefits, including stock based compensation

   5,967    5,915  

Accrued liabilities

   2,507    1,768  

Net operating losses

   2,045    846  

Inventory

   672    943  

Other

   1,251    871  
  

 

 

  

 

 

 

Total deferred tax assets

   29,221    26,332  
  

 

 

  

 

 

 

Deferred tax liabilities:

   

Property and equipment

   (19,937  (18,233

Goodwill and other intangibles

   (7,463  (6,965

Other

   (543  (543
  

 

 

  

 

 

 

Total deferred tax liabilities

   (27,943  (25,741
  

 

 

  

 

 

 

Valuation allowance

   —      (417
  

 

 

  

 

 

 

Net deferred tax assets

  $1,278   $174  
  

 

 

  

 

 

 

Reported as:

   

Current deferred tax assets

  $5,194   $3,885  

Long-term deferred tax assets (included in long-term other assets)

   733    1,846  

Current deferred income tax liabilities (included in other liabilities)

   —      (13

Long-term deferred tax liabilities

   (4,649  (5,544
  

 

 

  

 

 

 

Net deferred tax assets

  $1,278   $174  
  

 

 

  

 

 

 

At February 1, 2014 and February 2, 2013, we had deferred tax assets related to foreign net operating loss carryovers that could be utilized to reduce future years’ tax liabilities, totaling $2.0 million and $0.8 million. The net operating loss carryovers have an indefinite carryfoward period and currently will not expire.

At each reporting date, we consider new evidence, both positive and negative, that could impact our view with regards to future realization of deferred tax assets. During the fiscal year ended February 1, 2014, we reversed the valuation allowance previously recorded on the deferred tax assets based on our reassessment of the amount of the deferred tax assets that are more likely than not to be realized. At February 2, 2013, we had a valuation allowance of $0.4 million, which was primarily related to net operating losses and other deferred tax assets of foreign subsidiaries. The net change in the total valuation allowance was a decrease of $0.4 million and an increase of $0.1 million for the fiscal years ended January 28, 2012, January 29, 2011February 1, 2014 and January 30, 2010:February 2, 2013.

   Fiscal Year Ended 
   January 28, 2012  January 29, 2011  January 30, 2010 

Expected U.S. federal income taxes at statutory rates

   35.0  35.0  35.0

State and local income taxes, net of federal effect

   4.1    3.4    4.6  

Tax exempt interest

   (0.9  (1.2  (2.9

Other

   1.3    0.5    (1.9
  

 

 

  

 

 

  

 

 

 

Effective tax rate

   39.5  37.7  34.8
  

 

 

  

 

 

  

 

 

 

At February 1, 2014, the gross amount of unrecognized tax benefits was $0.3 million, of which $0.2 million would affect the effective tax rate if recognized. We did not have unrealizedunrecognized tax benefits at February 2, 2013. The unrecognized tax benefits at February 1, 2014 are primarily related to uncertainstate income tax positions recorded at January 28, 2012 or January 29, 2011. positions. Over the next twelve months, we do not anticipate any significant changes to unrecognized tax benefits.

We file income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. Our U.S. federal income tax returns are no longer subject to examination for years before fiscal 2008, and2010, with few exceptions, we are no longer subject to U.S. state examinations for years before fiscal 2007.

14. Comprehensive Income

Comprehensive2009 and we are no longer subject to examination for all foreign income represents all changes in equity during a period except those resulting from investments by and distributions to shareholders. Comprehensive income for thetax returns before fiscal years ended January 28, 2012, January 29, 2011 and January 30, 2010 is as follows (in thousands):2008.

   Fiscal Year Ended 
   January 28, 2012  January 29, 2011  January 30, 2010 

Net income

  $37,351   $24,203   $9,131  

Net change in unrealized gains (losses) on available-for-sale investments, net of tax

   171    (118  (16

Net change in foreign currency translation adjustments

   (19  —      —    
  

 

 

  

 

 

  

 

 

 

Comprehensive income

  $37,503   $24,085   $9,115  
  

 

 

  

 

 

  

 

 

 

The components of accumulated other comprehensive income (loss) at January 28, 2012 and January 29, 2011 is as follows (in thousands):

   January 28, 2012  January 29, 2011 

Unrealized gains (losses) on available-for-sale investments, net of tax

  $154   $(17

Cumulative foreign currency translation adjustments (1)

   (19  —    
  

 

 

  

��

 

 

Accumulated other comprehensive income (loss)

  $135   $(17
  

 

 

  

 

 

 

(1)Foreign currency translation adjustments are not adjusted for income taxes as they relate to a permanent investment in our subsidiary in Canada.

15. Earnings per Share, Basic and Diluted

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts):

 

  Fiscal Year Ended   Fiscal Year Ended 
  January 28, 2012   January 29, 2011   January 30, 2010   February 1, 2014   February 2, 2013   January 28, 2012 

Net income

  $37,351    $24,203    $9,131    $45,948    $42,164    $37,351  

Weighted average common shares for basic earnings per share

   30,527     29,971     29,499     29,810     30,742     30,527  

Dilutive effect of stock options and restricted stock

   592     823     634     396     531     592  
  

 

   

 

   

 

   

 

   

 

   

 

 

Weighted average common shares for diluted earnings per share

   31,119     30,794     30,133     30,206     31,273     31,119  
  

 

   

 

   

 

   

 

   

 

   

 

 

Basic earnings per share

  $1.22    $0.81    $0.31    $1.54    $1.37    $1.22  
  

 

   

 

   

 

   

 

   

 

   

 

 

Diluted earnings per share

  $1.20    $0.79    $0.30    $1.52    $1.35    $1.20  
  

 

   

 

   

 

   

 

   

 

   

 

 

Total anti-dilutive common stock options not included in the calculation of diluted earnings per share were 0.30.2 million, 0.30.2 million and 0.40.3 million for the fiscal years ended February 1, 2014, February 2, 2013 and January 28, 2012, January 29, 2011 and January 30, 2010.2012.

16. Exit or Disposal Activities

During the fiscal year ending January 29, 2011, we acquired a 168,450 square foot building in Corona, California for $11.8 million and we have relocated our distribution facility from Everett, Washington to this facility. We believe that we will be more effective distributing our products through a distribution center located in Corona, California due to the majority of our vendors being located in Southern California. In July 2010, we entered into an amendment of the lease for our combined home office, ecommerce fulfillment center and the exited distribution facility in Everett, Washington, which terminated our lease commitments for a portion of the leased space in exchange for additional charges to be paid over the life of the remaining lease period. The lease termination costs recorded reflect the present value of these future charges.

In conjunction with the closure of the Everett, Washington distribution facility, during the fiscal year ended January 29, 2011, we recorded $0.9 million of employee benefit costs (severance and performance bonuses), $0.6 million of lease termination costs and $0.8 million of other costs to exit the facility. Additionally, we incurred a $0.3 million charge on disposal of long-lived assets and we recognized a $0.2 million benefit for the related deferred rent liability. These amounts are included in cost of goods sold on the consolidated statements of operations.

The following table is a summary of the exit and disposal activity and liability balances as a result of this relocation (in thousands):

   Employee
benefit costs
  Lease
termination
costs
  Other exit
costs
  Total 

January 30, 2010

  $—     $—     $—     $—    

Additions

   882    1,051    806    2,739  

Payments

   (876  (305  (806  (1,987

Adjustments (1)

   9    (453  —      (444
  

 

 

  

 

 

  

 

 

  

 

 

 

January 29, 2011 (2)

   15    293    —      308  

Payments

   (15  (59  —      (74

Adjustments

   —      7    —      7  
  

 

 

  

 

 

  

 

 

  

 

 

 

January 28, 2012 (2)

  $—     $241   $—     $241  
  

 

 

  

 

 

  

 

 

  

 

 

 

(1)The lease termination cost adjustment primarily represents the difference between the calculated lease termination cost as a result of the amended lease and our initial estimate of lease termination costs recorded on the cease use date.
(2)The exit or disposal provisions are included in other liabilities and long-term other liabilities on the consolidated balance sheets at January 28, 2012 and are included in accured payroll and payroll taxes, other liabilities and long-term other liabilities on the consolidated balance sheets at January 29, 2011.

17. Related Party Transactions

We committed charitable contributions to the Zumiez Foundation of $0.7 million $0.6 million and $0.3 million for each of the fiscal years ended February 1, 2014, February 2, 2013 and January 28, 2012, January 29, 2011 and January 30, 2010.2012. We have accrued charitable contributions payable to the Zumiez Foundation at January 28, 2012 and January 29, 2011 of $0.6 million at February 1, 2014 and $0.6 million.February 2, 2013. The Zumiez Foundation is a charitable based nonprofit organization focused on meeting the various needs of the under-privileged in communities where we have retail stores. The Company’sunder-privileged. Our Chairman of the Board is also the President of the Zumiez Foundation.

17. Segment Reporting

The following table is a summary of product categories as a percentage of merchandise sales:

   Fiscal Year Ended 
   February 1, 2014  February 2, 2013  January 28, 2012 

Men’s Apparel

   33  34  33

Footwear

   22  23  24

Accessories

   19  19  20

Hardgoods

   13  11  11

Junior’s Apparel

   12  11  10

Other

   1  2  2
  

 

 

  

 

 

  

 

 

 

Total

   100  100  100
  

 

 

  

 

 

  

 

 

 

The following tables present summarized geographical information (in thousands):

   Fiscal Year Ended 
   February 1, 2014   February 2, 2013   January 28, 2012 

Net sales (1):

      

United States

  $644,362    $618,958    $549,272  

Foreign

   79,975     50,435     6,602  
  

 

 

   

 

 

   

 

 

 

Total net sales

  $724,337    $669,393    $555,874  
  

 

 

   

 

 

   

 

 

 

   February 1, 2014   February 2, 2013 

Long-lived assets:

    

United States

  $111,595    $103,966  

Foreign

   18,092     13,013  
  

 

 

   

 

 

 

Total long-lived assets

  $129,687    $116,979  
  

 

 

   

 

 

 

(1)Net sales are allocated based on the location in which the sale was originated. Store sales are allocated based on the location of the store and ecommerce sales are allocated to the U.S. for sales on www.zumiez.com and to foreign for sales on www.blue-tomato.com.

18. Subsequent EventsEvent

On February 6, 2012, we entered intoMarch 12, 2014, the Board of Directors authorized a 10 year lease agreement to leasestock repurchase program that provides for the repurchase of up to 153,095 square feet$30.0 million of outstanding common stock through the fiscal year ending January 31, 2015. This stock repurchase program is in Edwardsville, Kansas. We planaddition to relocate our current ecommerce fulfillment centerexisting stock repurchase program that was authorized in Everett, WashingtonDecember 2013. Under the stock repurchase program, we can purchase shares of common stock through open market transactions at prices deemed appropriate by management including pursuant to share repurchase plans under SEC Rule 10b5-1. The timing and amount of repurchase transactions under this facilityprogram will depend on market conditions and begin operationscorporate and regulatory considerations. The purchases will be funded from available working capital.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ZUMIEZ INC.

/S/ RICHARD M. BROOKS

March 18, 2014

SignatureDate
By: Richard M. Brooks Chief Executive Officer and Director (Principal Executive Officer)

/S/ CHRISTOPHER C. WORK

March 18, 2014

SignatureDate
By: Christopher C. Work, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the second quarter of fiscal 2012. In conjunction withcapacities and on the plan to relocate the ecommerce fulfillment center, we expect to incur approximately $0.9 million to $1.0 million in expenses related to the move. Such charges consist of approximately $0.5 million to $0.6 million of severance and other employee related costs and approximately $0.4 million in moving and new facility costs to transition to the new location. Additionally, we plan to relocate our corporate headquarters in Everett, Washington to Lynnwood, Washington in the second quarter of fiscal 2012. Once the ecommerce fulfillment center and corporate headquarters have relocated, we expect to incur charges of approximately $1.2 million associated with estimated moving expenses and lease termination costs.dates indicated.

/S/ THOMAS D. CAMPION

March 18, 2014

/S/ JAMES M. WEBERMarch 18, 2014

Signature

Date

Signature

Date

Thomas D. Campion, Chairman

James M. Weber, Director

/S/ MATTHEW L. HYDEMarch 18, 2014/S/ SARAH G. MCCOYMarch 18, 2014

Signature

Date

Signature

Date

Matthew L. Hyde, Director

Sarah G. McCoy, Director

/S/ GERALD F. RYLES

March 18, 2014

/S/ TRAVIS D. SMITHMarch 18, 2014

Signature

Date

Signature

Date

Gerald F. Ryles, Director

Travis D. Smith, Director

/S/ ERNEST R. JOHNSON

March 18, 2014

Signature

Date

Ernest R. Johnson, Director

EXHIBIT INDEX

 

2.1Share Purchase Agreement, dated June 18, 2012, by and between Gerfried Schuller, Alexander Zezula and Eff zwanzig Beteiligungsverwaltung GmbH [Incorporated by reference to Exhibit 2.1 to the Form 8-K filed by the Company on July 10, 2012]
3.1  Articles of Incorporation. [Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (file No. 333-122865)]
3.2  Bylaws. [Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August 25, 2008]
4.1  Form of Common Stock Certificate of Zumiez Inc. [Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (file No. 333-122865)]
10.6  Zumiez Inc. 2004 Stock Option Plan. [Incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (file No. 333-122865)]
10.8  Zumiez Inc. 2005 Employee Stock Purchase Plan. [Incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (file No. 333-122865)]
10.9  Form of Indemnity Agreement between Zumiez Inc. and each of its officers and directors. [Incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1 (file No. 333-122865)]
10.10  Limited Liability Company Agreement of Zumiez Holdings LLC. [Incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (file No. 333-122865)]
10.12  Equity Purchase Agreement with Gerald R. Anderson, Brandon C. Batton, AC Fast Forward LLC and AC Fast Forward Mgt., LLC dated May 16, 2006. [Incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q for the period ended July 29, 2006 as filed on September 12, 2006]
10.13  Lease Agreement between Merrill Creek Holdings, LLC and Zumiez Inc. dated October 2, 2006. [Incorporated by reference to Exhibit 10.13 to the Company’s Form 8-K filed on October 4, 2006]
10.15  Zumiez Inc. 2005 Equity Incentive Plan, as amended and restated effective May 27, 2009. [Incorporated by reference from Exhibit 10.15 to the Form 8-K filed by the Company on June 1, 2009]
10.17  Purchase and Sale Agreement and Joint Escrow Instructions with Railroad Street Land Holdings, LLC dated February 18, 2010. [Incorporated by reference from Exhibit 10.17 to the Form 8-K filed by the Company on February 22, 2010]
10.18  Credit Agreement, including Revolving Line of Credit Note, with Wells Fargo HSBC Trade Bank, N.A. dated August 29, 2011. [Incorporated by reference from Exhibit 10.18 to the Form 8-K filed by the Company on August 31, 2011]
10.19Amended Credit Agreement with Wells Fargo Bank, N.A. dated June 14, 2013. [Incorporated by reference from Exhibit 10.19 to the Form 8-K filed by the Company on June 19, 2013]
21.1  Subsidiaries of the Company.
23.1  Consent of Moss Adams LLP, Independent Registered Public Accounting Firm.
31.1  Certification of the Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2  Certification of the Principal Financial Officer (Principal Accounting Officer) pursuant toRule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1  Certifications of the Principal Executive Officer and Principal Financial Officer (Principal Accounting Officer) pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.

101  

The following materials from Zumiez Inc.’s Annual Report on Form 10-K for the annual period ended January 28, 2012,February 1, 2014, formatted in XBRL (eXtensible Business Reporting Language):

(i) Consolidated Balance Sheets at January 28, 2012February 1, 2014 and January 29, 2011;February 2, 2013; (ii) Consolidated Statements of OperationsIncome for the fiscal years ended February 1, 2014, February 2, 2013 and January 28, 2012, January 29, 20112012; (iii) Consolidated Statements of Comprehensive Income for the fiscal years ended February 1, 2014, February 2, 2013 and January 30, 2010; (iii)28, 2012; (iv) Consolidated Statements of Changes in Shareholders’ Equity for the fiscal years ended February 1, 2014, February 2, 2013 and January 28, 2012, January 29, 2011 and January 30, 2010; (iv)2012; (v) Consolidated Statements of Cash Flows for the fiscal years ended February 1, 2014, February 2, 2013 and January 28, 2012, January 29, 20112012; and January 30, 2010; and (v)(vi) Notes to Consolidated Financial Statements. (1)


(1) The XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

Copies of Exhibits may be obtained upon request directed to the attention of our Chief Financial Officer, 6300 Merrill Creek Parkway, Suite B, Everett, WA 98203,General Counsel and Corporate Secretary, 4001 204th Street SW, Lynnwood, Washington 98036, and are available at the SEC’s website found at www.sec.gov.

 

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