Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Nov. 02, 2019 | Nov. 30, 2019 | |
Cover page | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Nov. 2, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Francesca's Holdings CORP | |
Entity Central Index Key | 0001399935 | |
Current Fiscal Year End Date | --02-01 | |
Entity Filer Category | Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Trading Symbol | FRAN | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 3,056,042 | |
Entity Emerging Growth Company | false | |
Entity Small Business | true |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Nov. 02, 2019 | Feb. 02, 2019 | Nov. 03, 2018 | |
Current assets: | ||||
Cash and cash equivalents | $ 21,154 | $ 20,103 | $ 10,720 | |
Accounts receivable | 5,292 | 16,309 | 17,134 | |
Inventories | 47,983 | 30,478 | 40,404 | |
Prepaid expenses and other current assets | 12,024 | 10,357 | 10,854 | |
Total current assets | 86,453 | 77,247 | 79,112 | |
Operating lease right-of-use assets, net | 227,204 | 0 | 0 | |
Property and equipment, net | 56,653 | 71,207 | 79,842 | |
Deferred income taxes | 0 | 0 | 15,554 | |
Other assets, net | 3,471 | 4,588 | 4,958 | |
TOTAL ASSETS | 373,781 | 153,042 | 179,466 | |
Current liabilities: | ||||
Accounts payable | 22,488 | 24,330 | 37,436 | |
Accrued liabilities | 13,929 | 11,333 | 12,264 | |
Operating lease liabilities | 48,845 | 0 | 0 | |
Total current liabilities | 85,262 | 35,663 | 49,700 | |
Operating lease liabilities | 211,123 | 0 | 0 | |
Landlord incentives and deferred rent | 0 | 33,989 | 34,997 | |
Long-term debt | 18,904 | 10,000 | 0 | |
Other liabilities | 552 | 0 | 0 | |
Total liabilities | 315,841 | 79,652 | 84,697 | |
Commitments and contingencies | ||||
Stockholders' equity: | ||||
Common stock - $0.01 par value, 80.0 million shares authorized; 4.0 million, 3.9 million and 3.9 million issued at November 2, 2019, February 2, 2019 and November 3, 2018, respectively | [1] | 40 | 39 | 40 |
Additional paid-in capital | [1] | 112,967 | 113,121 | 113,225 |
Retained earnings | 104,954 | 120,251 | 141,525 | |
Treasury stock, at cost - 0.9 million shares at each of November 2, 2019, February 2, 2019 and November 3, 2018 | [1] | (160,021) | (160,021) | (160,021) |
Total stockholders' equity | 57,940 | 73,390 | 94,769 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 373,781 | $ 153,042 | $ 179,466 | |
[1] | Reflects the 12-to-1 reverse stock split that became effective on July 1, 2019. Refer to Note 1 - Summary of Significant Accounting Policies for further information. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Millions | Nov. 02, 2019 | Feb. 02, 2019 | Nov. 03, 2018 | |
Stockholders' Equity, Number of Shares, Par Value and Other Disclosures [Abstract] | ||||
Common stock, par value (in dollars per share) | [1] | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized | [1] | 80 | 80 | 80 |
Common stock, shares issued | [1] | 4 | 3.9 | 3.9 |
Treasury stock, shares | [1] | 0.9 | 0.9 | 0.9 |
[1] | Reflects the 12-to-1 reverse stock split that became effective on July 1, 2019. Refer to Note 1 - Summary of Significant Accounting Policies for further information. |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Nov. 02, 2019 | Nov. 03, 2018 | Nov. 02, 2019 | Nov. 03, 2018 | ||
Consolidated Statements of Operations | |||||
Net sales | $ 95,503 | $ 95,375 | $ 288,600 | $ 308,805 | |
Cost of goods sold and occupancy costs | 57,985 | 61,730 | 180,252 | 192,690 | |
Gross profit | 37,518 | 33,645 | 108,348 | 116,115 | |
Selling, general, and administrative expenses | 40,401 | 42,286 | 119,330 | 128,298 | |
Asset impairment charges | 1,356 | 14,419 | 1,545 | 14,567 | |
Loss from operations | (4,239) | (23,060) | (12,527) | (26,750) | |
Interest expense | 394 | 51 | 719 | 280 | |
Other expense (income) | 107 | (151) | (265) | (403) | |
Loss before income tax expense (benefit) | (4,740) | (22,960) | (12,981) | (26,627) | |
Income tax expense (benefit) | 395 | (6,737) | 491 | (6,973) | |
Net loss | $ (5,135) | $ (16,223) | $ (13,472) | $ (19,654) | |
Basic loss per common share | [1] | $ (1.76) | $ (5.59) | $ (4.64) | $ (6.78) |
Diluted loss per common share | [1] | $ (1.76) | $ (5.59) | $ (4.64) | $ (6.78) |
Weighted average shares outstanding: | |||||
Basic shares | [1] | 2,910 | 2,900 | 2,906 | 2,900 |
Diluted shares | [1] | 2,910 | 2,900 | 2,906 | 2,900 |
[1] | Reflects the 12-to-1 reverse stock split that became effective on July 1, 2019. Refer to Note 1 - Summary of Significant Accounting Policies for further information. |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock Outstanding | Common Stock | [1] | Additional Paid-in Capital | [1] | Retained Earnings | Treasury Stock, at cost | Total | |
Balance at Feb. 03, 2018 | $ 39 | $ 111,863 | $ 159,045 | $ (156,499) | $ 114,448 | ||||
Balance (in shares) at Feb. 03, 2018 | [1] | 2,990 | |||||||
Cumulative effect adjustment on adoption of new accounting standards, net of tax | 0 | 0 | 2,134 | 0 | 2,134 | ||||
Net income (loss) | 0 | 0 | (3,885) | 0 | (3,885) | ||||
Stock-based compensation | 0 | 418 | 0 | 0 | 418 | ||||
Restricted stocks issued, net of forfeitures | 1 | (1) | 0 | 0 | 0 | ||||
Restricted stocks issued, net of forfeitures (in shares) | [1] | 71 | |||||||
Shares withheld related to net settlement of equity awards | 0 | (26) | 0 | 0 | (26) | ||||
Shares withheld related to net settlement of equity awards (in shares) | [1] | 0 | |||||||
Repurchases of common stock | 0 | 0 | 0 | (3,522) | (3,522) | ||||
Repurchases of common stock (in shares) | [1] | (55) | |||||||
Balance at May. 05, 2018 | 40 | 112,254 | 157,294 | (160,021) | 109,567 | ||||
Balance (in shares) at May. 05, 2018 | [1] | 3,006 | |||||||
Balance at Feb. 03, 2018 | 39 | 111,863 | 159,045 | (156,499) | 114,448 | ||||
Balance (in shares) at Feb. 03, 2018 | [1] | 2,990 | |||||||
Net income (loss) | (19,654) | ||||||||
Balance at Nov. 03, 2018 | 40 | 113,225 | 141,525 | (160,021) | 94,769 | ||||
Balance (in shares) at Nov. 03, 2018 | [1] | 3,015 | |||||||
Balance at May. 05, 2018 | 40 | 112,254 | 157,294 | (160,021) | 109,567 | ||||
Balance (in shares) at May. 05, 2018 | [1] | 3,006 | |||||||
Net income (loss) | 0 | 0 | 454 | 0 | 454 | ||||
Stock-based compensation | 0 | 315 | 0 | 0 | 315 | ||||
Restricted stocks issued, net of forfeitures | 0 | 0 | 0 | 0 | 0 | ||||
Restricted stocks issued, net of forfeitures (in shares) | [1] | 13 | |||||||
Balance at Aug. 04, 2018 | 40 | 112,569 | 157,748 | (160,021) | 110,336 | ||||
Balance (in shares) at Aug. 04, 2018 | [1] | 3,019 | |||||||
Net income (loss) | 0 | 0 | (16,223) | 0 | (16,223) | ||||
Stock-based compensation | 0 | 707 | 0 | 0 | 707 | ||||
Restricted stocks issued, net of forfeitures | 0 | 0 | 0 | 0 | 0 | ||||
Restricted stocks issued, net of forfeitures (in shares) | [1] | (3) | |||||||
Shares withheld related to net settlement of equity awards | 0 | (51) | 0 | 0 | (51) | ||||
Shares withheld related to net settlement of equity awards (in shares) | [1] | (1) | |||||||
Balance at Nov. 03, 2018 | 40 | 113,225 | 141,525 | (160,021) | 94,769 | ||||
Balance (in shares) at Nov. 03, 2018 | [1] | 3,015 | |||||||
Balance at Feb. 02, 2019 | 39 | 113,121 | 120,251 | (160,021) | 73,390 | ||||
Balance (in shares) at Feb. 02, 2019 | [1] | 2,972 | |||||||
Cumulative effect adjustment on adoption of new accounting standards, net of tax | 0 | 0 | (1,825) | 0 | (1,825) | ||||
Net income (loss) | 0 | 0 | (10,149) | 0 | (10,149) | ||||
Stock-based compensation | 0 | (271) | 0 | 0 | (271) | ||||
Restricted stocks forfeited (in shares) | [1] | (14) | |||||||
Balance at May. 04, 2019 | 39 | 112,850 | 108,277 | (160,021) | 61,145 | ||||
Balance (in shares) at May. 04, 2019 | [1] | 2,958 | |||||||
Balance at Feb. 02, 2019 | 39 | 113,121 | 120,251 | (160,021) | 73,390 | ||||
Balance (in shares) at Feb. 02, 2019 | [1] | 2,972 | |||||||
Net income (loss) | (13,472) | ||||||||
Balance at Nov. 02, 2019 | 40 | 112,967 | 104,954 | (160,021) | 57,940 | ||||
Balance (in shares) at Nov. 02, 2019 | [1] | 3,056 | |||||||
Balance at May. 04, 2019 | 39 | 112,850 | 108,277 | (160,021) | 61,145 | ||||
Balance (in shares) at May. 04, 2019 | [1] | 2,958 | |||||||
Net income (loss) | 0 | 0 | 1,812 | 0 | 1,812 | ||||
Stock-based compensation | 0 | 24 | 0 | 0 | 24 | ||||
Fractional shares cancelled | 0 | (4) | 0 | 0 | (4) | ||||
Fractional shares cancelled (in shares) | [1] | (1) | |||||||
Restricted stocks issued, net of forfeitures | 1 | (1) | 0 | 0 | 0 | ||||
Restricted stocks issued, net of forfeitures (in shares) | [1] | 99 | |||||||
Balance at Aug. 03, 2019 | 40 | 112,869 | 110,089 | (160,021) | 62,977 | ||||
Balance (in shares) at Aug. 03, 2019 | [1] | 3,056 | |||||||
Net income (loss) | 0 | 0 | (5,135) | 0 | (5,135) | ||||
Stock-based compensation | 0 | 98 | 0 | 0 | 98 | ||||
Balance at Nov. 02, 2019 | $ 40 | $ 112,967 | $ 104,954 | $ (160,021) | $ 57,940 | ||||
Balance (in shares) at Nov. 02, 2019 | [1] | 3,056 | |||||||
[1] | Reflects the 12-to-1 reverse stock split that became effective on July 1, 2019. Refer to Note 1 - Summary of Significant Accounting Policies for further information. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Nov. 02, 2019 | Nov. 03, 2018 | |
Cash Flows (Used in) Provided by Operating Activities: | ||
Net loss | $ (13,472) | $ (19,654) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 16,698 | 18,742 |
Stock-based compensation expense | 403 | 1,440 |
Loss on sale of assets | 99 | 633 |
Asset impairment charges | 1,545 | 14,567 |
Deferred income taxes | 0 | (6,848) |
Other | 161 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 11,017 | (492) |
Inventories | (17,505) | (13,588) |
Prepaid expenses and other assets | (1,566) | (2,983) |
Accounts payable | 257 | 16,966 |
Accrued liabilities | 2,596 | 359 |
Operating lease right-of-use assets and lease liabilities, net | (4,449) | 0 |
Landlord incentives and deferred rent | 0 | (3,340) |
Net cash (used in) provided by operating activities | (4,216) | 5,802 |
Cash Flows Used in Investing Activities: | ||
Purchases of property and equipment | (3,299) | (21,885) |
Net cash used in investing activities | (3,299) | (21,885) |
Cash Flows Provided by (Used in) Financing Activities: | ||
Proceeds from borrowings under the revolving credit facility | 15,000 | 0 |
Proceeds from borrowings under the term loan | 10,000 | 0 |
Repayments of borrowings under the revolving credit facility | (15,000) | 0 |
Payment of debt issuance costs | (1,434) | (471) |
Taxes paid related to net settlement of equity awards | 0 | (77) |
Repurchases of common stock | 0 | (3,980) |
Net cash provided by (used in) financing activities | 8,566 | (4,528) |
Net increase (decrease) in cash and cash equivalents | 1,051 | (20,611) |
Cash and cash equivalents, beginning of year | 20,103 | 31,331 |
Cash and cash equivalents, end of period | 21,154 | 10,720 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash (received) paid for income taxes | (8,747) | 244 |
Interest paid | $ 475 | $ 121 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Nov. 02, 2019 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Nature of Business Francesca’s Holdings Corporation is a holding company incorporated in 2007 under the laws of the State of Delaware whose business operations are conducted through its subsidiaries. Unless the context otherwise requires, the “Company,” refers to Francesca’s Holdings Corporation and its consolidated subsidiaries. The Company operates a nationwide-chain of boutiques providing its customers with a unique, fun and personalized shopping experience. The merchandise assortment the Company offers is a diverse and balanced mix of apparel, jewelry, accessories and gifts at attractive values. The Company aims to offer a differentiated shopping experience and quality, on-trend merchandise at a compelling value, across a wide variety of geographic markets and shopping venues. At November 2, 2019, the Company operated 714 boutiques, which are located in 47 states throughout the United States and the District of Columbia, and also served its customers though www.francescas.com, its ecommerce website. On July 1, 2019, the Company effected a 12-to-1 stock split (the “Reverse Stock Split”), reducing the number of shares of common stock outstanding on that date from 35.4 million to 3.1 million shares. Additionally, the number of shares of common stock subject to outstanding stock options, restricted stock awards and restricted stock units, the exercise price of outstanding stock options, and the number of shares reserved for future issuance pursuant to the Company’s equity compensation plans were adjusted proportionately in connection with the Reverse Stock Split. The number of authorized shares of common stock under the Company’s Amended and Restated Certificate of Incorporation and the par value per share of the Company’s common stock were unchanged. All historical share and per share amounts presented herein have been adjusted retrospectively to reflect these changes. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial statements and are in the form prescribed by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these unaudited financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the Company’s financial position, results of operations, changes in equity, and cash flows at the dates and for the periods presented. The financial information as of February 2, 2019 was derived from the Company’s audited consolidated financial statements and notes thereto as of and for the fiscal year ended February 2, 2019 included in the Company’s Annual Report on Form 10-K filed with the SEC on May 3, 2019. These unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes as of and for the fiscal year ended February 2, 2019 included in the Company’s Annual Report on Form 10-K. Due to seasonal variations in the Company’s business, interim results are not necessarily indicative of results that may be expected for any other interim period or for a full year. Principles of Consolidation The accompanying unaudited consolidated financial statements include the accounts of the Company and all its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Fiscal Year The Company maintains its accounts on a 52- or 53-week year ending on the Saturday closest to January 31st. Fiscal years 2019 and 2018 each include 52 weeks of operations. The fiscal quarters ended November 2, Management Estimates and Assumptions The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues, net of estimated sales returns, and expenses during the reporting periods. Actual results could differ materially from those estimates. Leases Adoption of Accounting Standards Codification 842 On February 3, 2019, the Company adopted the provisions of Accounting Standards Codification (“ASC”) 842, “Leases”, using the additional, optional transition method which allows entities to initially apply the new standard by recognizing a cumulative-effect adjustment to the opening balance of retained earnings at the date of adoption. Prior period amounts and disclosures were not adjusted and continue to be reported under ASC 840, “Leases.” In applying the new standard, the Company elected the package of practical expedients which allows the Company to carry forward its prior conclusions under ASC 840 about lease identification, lease classification, and initial direct costs. The Company also elected the practical expedient of combining lease and non-lease components as a single lease component as well as the short-term lease recognition exemption for all leases at transition. As a result of the adoption, the Company recorded an operating lease liability of $278.9 million and operating lease right-of-use (“ROU”) asset of $242.9 million at February 3, 2019. Additionally, the Company recognized a $1.8 million cumulative-effect adjustment to the beginning balance of retained earnings related to the impairment of certain operating lease ROU assets subjected to impairment testing under existing accounting guidance for which indicators of impairment existed at the time of the adoption of ASC 842. The adoption of ASC 842 did not have a material impact to the unaudited consolidated statements of operations or cash flows. Accounting Policy Under ASC 842 The Company leases boutiques, its distribution center and office space and certain boutique and corporate office equipment under operating leases. The Company determines if an arrangement contains a lease at inception and recognizes operating lease ROU assets and operating lease liabilities at the commencement date based on the present value of the fixed lease payments over the lease term and, for operating lease ROU assets, include initial direct costs and exclude lease incentives. Variable lease payments are expensed as incurred. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will elect that option. Subsequent to the recognition of its operating lease ROU assets and operating lease liabilities, the Company recognizes lease expense related to its operating lease payments on a straight-line basis over the lease term. Operating lease liabilities are calculated using the effective interest method and recognized at the commencement date based on the present value of lease payments over the reasonably certain lease term. As the interest rate implicit in the Company’s leases is not readily determinable, the Company utilized a collateralized incremental borrowing rate determined through the development of a synthetic credit rating to calculate the present value of its lease payments. The Company accounts for lease and non-lease components as a single component. Accordingly, the Company’s fixed lease payments mainly consists of base rent, common area maintenance and landlord advertising. Additionally, the Company also elected the short-term lease recognition exemption for all leases. Impairment of Long-Lived Assets, Including Operating Lease ROU Assets The Company evaluates long-lived assets held for use, including operating lease ROU assets, and held for sale whenever events or changes in circumstances indicate that the carrying amount of those assets may not be recoverable. Assets are grouped and evaluated for impairment at the lowest level for which there are identifiable cash flows, which is generally at a boutique level. In determining whether an impairment has occurred, the Company considers both qualitative and quantitative factors. The quantitative analysis involves estimating the undiscounted future cash flows directly related to that asset and comparing it against its carrying value. If the carrying value of the asset is greater than the sum of the undiscounted future cash flows, an impairment loss is recognized for the difference between the carrying value of the asset and its fair value. The fair value of the asset group is generally determined using discounted future cash flows or a market participant’s ability to generate economic benefits using the asset in its highest and best use, whichever is appropriate. The determination of fair value takes into account the asset’s historical performance, current sales trends, market conditions and other relevant factors deemed material, and discounted using a rate commensurate with the risk. The inputs used in the determination of the fair value are considered as Level 3 inputs in the fair value hierarchy, which require a significant degree of judgment and are based on the Company’s own assumptions. Recent Accounting Pronouncements Not Yet Adopted In August 2018, the FASB issued ASU 2018‑15, “Intangibles-Goodwill and Other-Internal-Use-Software (Subtopic 350‑40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract.” ASU 2018‑15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This new guidance will be effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effect that the new guidance will have on its consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 changes the methodology for measuring credit losses on financial instruments and timing of when such losses are recorded. Since the original issuance of ASU 2016-13, the FASB has issued several amendments and updates to this guidance. This new guidance is effective for public companies, except for smaller reporting companies, for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. For smaller reporting companies, this new guidance will be effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted. The guidance is to be adopted using the modified retrospective approach. The Company is currently evaluating the effect that the new guidance will have on its consolidated financial statements and related disclosures. |
Revenues
Revenues | 9 Months Ended |
Nov. 02, 2019 | |
Revenues | |
Revenues | 2. The Company disaggregates net sales into the following major merchandise departments. Thirteen Weeks Ended Thirty-Nine Weeks Ended November 2, 2019 November 3, 2018 November 2, 2019 November 3, 2018 (in thousands) Apparel $ 46,523 $ 48,397 $ 140,736 $ 154,738 Jewelry 26,073 22,855 77,908 73,697 Accessories 15,147 14,844 44,998 47,509 Gifts 7,064 8,685 23,439 31,127 Others (1) 696 594 1,519 1,734 $ 95,503 $ 95,375 $ 288,600 $ 308,805 (1) Includes gift card breakage income, shipping revenues and change in return reserve. Contract liability The Company recognizes a contract liability related to its gift cards. The Company accounts for the sale of gift cards as a liability at the time a gift card is sold. The liability is relieved and revenue is recognized upon redemption of the gift card. The Company’s gift cards do not have an expiration date. Income from gift card breakage is estimated based on historical redemption patterns and recognized over the historical redemption period. Unredeemed gift cards at the end of the prior fiscal year recognized in revenues was $0.6 million in each of thirteen weeks ended November 2, 2019 and November 3, 2018 and was $3.7 million in each of the thirty-nine weeks ended November 2, 2019 and November 3, 2018. As of November 2, 2019 and November 3, 2018, the liability for unredeemed gift cards totaled $3.7 million and $4.3 million, respectively. |
Loss Per Share
Loss Per Share | 9 Months Ended |
Nov. 02, 2019 | |
Loss Per Share | |
Loss Per Share | 3. Loss Per Share Loss per common share amounts are calculated using the weighted-average number of common shares outstanding for the period. Diluted loss per common share amounts are calculated using the weighted-average number of common shares outstanding for the period and include the dilutive impact of restricted stock awards, restricted stock units and stock option grants using the treasury stock method. The following table summarizes the potential dilution that could occur if stock options to acquire common stock were exercised or if the restricted stock grants were fully vested and reconciles the weighted-average common shares outstanding used in the computation of basic and diluted loss per share. Thirteen Weeks Ended Thirty-Nine Weeks Ended November 2, 2019 November 3, 2018 November 2, 2019 November 3, 2018 (in thousands, except per share data) Numerator: Net loss $ (5,135) $ (16,223) $ (13,472) $ (19,654) Denominator: Weighted-average common shares outstanding - basic (1) 2,910 2,900 2,906 2,900 Restricted stocks awards, restricted stock units and stock options (1) — — — — Weighted-average common shares outstanding - diluted (1) 2,910 2,900 2,906 2,900 Per common share: Basic loss per common share (1) $ (1.76) $ (5.59) $ (4.64) $ (6.78) Diluted loss per common share (1) $ (1.76) $ (5.59) $ (4.64) $ (6.78) (1) Reflects the 12-to-1 reverse stock split that became effective on July 1, 2019. Refer to Note 1 – Summary of Significant Accounting Policies for further information. Due to the Company being in a net loss position in each period presented in the table above, potentially issuable shares under the Company’s stock-based compensation plans which amounted to 0.1 million shares in each of the thirteen and thirty-nine weeks ended November 2, 2019 and |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Nov. 02, 2019 | |
Fair Value Measurements | |
Fair Value Measurements | 4. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying amount reflected in the consolidated balance sheets of financial assets and liabilities, which includes cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, approximated their fair values due to the short-term nature of these financial assets and liabilities. The carrying amount of the Company’s debt approximates its fair value due to the proximity of the debt issue date and the balance sheet date and the variable component of interest on debt. |
Asset Impairment Charges
Asset Impairment Charges | 9 Months Ended |
Nov. 02, 2019 | |
Asset Impairment Charges. | |
Asset Impairment Charges | 5. Asset Impairment Charges In connection with the Company's quarterly impairment review process, the Company identified events and circumstances indicating that the carrying amounts of certain boutique long-lived assets, including operating lease ROU assets, may be impaired. In determining whether an impairment has occurred, the Company considered both qualitative and quantitative factors. The quantitative analysis involves estimating the undiscounted future cash flows of the boutique long-lived assets and comparing such cash flows against the carrying value of the boutique's assets, including operating lease ROU assets. If the carrying value of the boutique's assets is greater than the sum of the undiscounted future cash flows, an impairment charge is recognized for the difference between the carrying value of the boutique's assets and its fair value. The fair value of the asset group is generally determined using discounted future cash flows or a market participant's ability to generate economic benefits using the asset in its highest and best use, whichever is appropriate. The discounted future cash flows are determined based on such boutique's historical experience, current sales trends, market conditions and other relevant factors deemed material, and discounted using a rate commensurate with the risk. The inputs used in the determination of discounted future cash flows are considered as Level 3 inputs in the fair value hierarchy, which require a significant degree of judgment and are based on the Company's own assumptions. Based on the results of such assessment, the Company recorded non-cash asset impairment charges of $1.4 million and $14.4 million in the thirteen weeks ended November 2, 2019 and November 3, 2018, respectively. The impairment charges in the thirteen weeks ended November 2, 2019 were mostly related to the write-down of operating lease ROU assets for four underperforming boutiques, while the impairment charges in the thirteen weeks ended November 3, 2018 were mostly related to the write-down of property and equipment for 129 underperforming boutiques. |
Income Taxes
Income Taxes | 9 Months Ended |
Nov. 02, 2019 | |
Income Taxes | |
Income Taxes | 6. Income Taxes The provision for income tax expense (benefit) is based on the Company’s current estimate of the annual effective tax rate. The effective income tax expense (benefit) rates for the thirteen weeks ended November 2, 2019 and November 3, 2018 were 8.3% and (29.3)%, respectively, and for the thirty-nine weeks ended November 2, 2019 and November 3, 2018 were 3.8% and (26.2)%, respectively. The change in the effective income tax expense (benefit) rate in each period presented was due to the Company’s estimate of its annualized taxable income for fiscal year 2019, after consideration of net operating loss carryover, while the prior year income tax benefit was due to the Company being in a net loss position. The Company continues to provide a full valuation allowance on its net deferred tax assets. The Company had $1.4 million and $10.1 million of income tax receivable as of November 2, 2019 and November 3, 2018, respectively. As previously disclosed, the Company received an income tax refund of $8.5 million from the IRS on April 22, 2019. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Nov. 02, 2019 | |
Long-Term Debt | |
Long-Term Debt | 7. Long-Term Debt Long-term debt consisted of the following: November 2, 2019 February 2, 2019 November 3, 2018 (in thousands) Asset based revolving credit facility $ 10,000 $ 10,000 $ — Term loan 10,000 — — Unamortized debt issuance costs (1,096) — — 8,904 — — $ 18,904 $ 10,000 $ — Asset Based Revolving Credit Facility On May 25, 2018, Francesca’s Holdings Corporation (the “Holdings”), as guarantor, certain of its subsidiaries, as borrowers (the “Borrowers”), and certain of its subsidiaries as guarantors (together with Holdings, and the Borrowers, the “Loan Parties”) entered into an asset based revolving credit agreement (the “ABL Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent and the lenders party thereto. The ABL Credit Agreement provided for Aggregate Revolving Commitments (as defined in the ABL Credit Agreement) of $50.0 million (including up to $10.0 million for letters of credit) and was scheduled to mature on May 25, 2023. On August 13, 2019, concurrent with entering into the Term Loan Credit Agreement (described below), the Borrowers, entered into the first amendment to ABL Credit Agreement (the "First Amendment to ABL Credit Agreement"), which amends the Company's existing ABL Credit Agreement (the ABL Credit Agreement, as amended by the First Amendment to ABL Credit Agreement, the "Amended ABL Credit Agreement"). The First Amendment to ABL Credit Agreement, among other things, (i) reduced the Aggregate Revolving Commitments (as defined in the Amended ABL Credit Agreement) from $50.0 million to $40.0 million; (ii) allowed the Loan Parties to enter into the Term Loan Credit Agreement with Tiger Finance, LLC.; (iii) changed the maturity date under the Amended ABL Credit Agreement from May 23, 2023 to the earlier of (a) May 23, 2023 and (b) the date that is 90 days prior to any scheduled maturity of the Term Loan; (iv) institutes a combined borrowing base together with the Company's new Term Loan Credit Agreement (described below); (v) removed the requirement to maintain the minimum fixed charge coverage ratio previously contained in the ABL Credit Agreement; and (vi) limits the amount of capital expenditures that the Loan Parties may make through the fiscal year ending in 2021, provided that the Loan Parties may make unlimited amounts of capital expenditures if certain payment conditions are met. In connection with the First Amendment to ABL Credit Agreement, the Company wrote-off $0.2 million of unamortized debt issuance costs associated with the reduction in borrowing capacity during the thirty-nine weeks ended November 2, 2019, which is included in other expense in the accompanying unaudited statements of operations. Additionally, the Company incurred $0.2 million of debt issuance costs during the thirty-nine weeks ended November 2, 2019, which is being amortized over the remaining term of the Amended ABL Credit Agreement. Availability under the Amended ABL Credit Agreement is subject to a customary borrowing base comprised of: (a) a specified percentage of the Borrower’s credit card accounts (as defined in the Amended ABL Credit Agreement); and (b) a specified percentage of the Borrower’s eligible inventory (as defined in the Amended ABL Credit Agreement), and reduced by (c) certain customary reserves and adjustments (as defined in the Amended ABL Credit Agreement). The combined borrowing base is the lesser of (i) the sum of the (a) the Revolving Loan Cap (as defined in the Amended ABL Agreement), which is the less of (x) $34.0 million and (y) the borrowing base under the Amended ABL Credit Agreement , plus, (b) any outstanding amount under the Term Loan Credit Agreement and (ii) the Term Loan Credit Agreement borrowing base (described below). As of November 2, 2019, the Company had $24.0 million of combined borrowing base availability under the Amended ABL Credit Agreement and the Term Loan Credit Agreement. All obligations of each Loan Party under the Amended ABL Credit Agreement continue to be unconditionally guaranteed by the Company and each of the Company’s existing and future direct and indirect wholly owned domestic subsidiaries, including the Borrowers. All obligations under the Amended ABL Credit Agreement, and the guarantees of those obligations (as well as banking services obligations and any interest rate hedging or other swap agreements), are secured by substantially all of the assets of the Company and each of the Company’s existing and future direct and indirect wholly owned domestic subsidiaries. Additionally, the Amended ABL Credit Agreement contains customary events of default and requires the Loan Parties to comply with certain financial covenants, including a restriction on the amount of capital expenditures that the Loan Parties may make through 2021, subject to certain exceptions. In addition, the Company may declare or make dividend payments, subject to the satisfaction of the Payment Conditions (as defined in the Amended ABL Credit Agreement). The Amended ABL Credit Agreement also requires that the auditor’s report on the Company’s audited financial statements does not contain a “going concern” or like qualification or exception. Borrowings under the Amended ABL Credit Agreement continue to bear interest at a rate equal to an applicable margin plus, at the option of the Borrowers, either (a) in the case of base rate borrowings, a rate equal to the highest of (1) the prime rate of JPMorgan Chase Bank, N.A., (2) the federal funds rate plus 1/2 of 1.00%, and (3) LIBOR for an interest period of one month plus 1.00% (subject to a 0.0% LIBOR floor), provided that that the interest rate for base rate borrowings (including the addition of the applicable margin) shall be no less than 1.50% per annum, or (b) in the case of LIBOR borrowings, a rate equal to the LIBOR for the interest period relevant to such borrowing subject to a 0.00% floor. The applicable margin for borrowings under the Amended ABL Credit Agreement ranges from -0.50% to 0.00% per annum with respect to base rate borrowings and from 1.25% to 1.75% per annum with respect to LIBOR borrowings, in each case based upon the achievement of specified levels of the Fixed Charge Coverage Ratio (as defined in the Amended ABL Credit Agreement). The Amended ABL Credit Agreement also requires the Borrowers to pay a commitment fee for the unused portion of the revolving credit facility of 0.20% per annum. Term Loan Credit Agreement On August 13, 2019, the Loan Parties, entered into the Term Loan Credit Agreement (“Term Loan Credit Agreement”) with Tiger Finance, LLC, as administrative agent and the lenders party thereto. The Term Loan Credit Agreement provides for an aggregate term loan of $10.0 million and matures on August 13, 2022. The Term Loan Credit Agreement is subject to a combined borrowing base together with the Company's existing asset based revolving credit facility under the Amended ABL Credit Agreement. This borrowing base is comprised of: (a) a specified percentage of the Borrower's credit card accounts (as defined in the Term Loan Credit Agreement); and (b) a specified percentage of the Borrower's eligible inventory (as defined in the Term Loan Credit Agreement), and reduced by (c) certain customary reserves and adjustments (as defined in the Term Loan Credit Agreement). As of November 2, 2019, the Company had $24.0 million of combined borrowing base availability under the Term Loan Credit Agreement and the Amended ABL Credit Agreement. All obligations of each Loan Party under the Term Loan Credit Agreement are unconditionally guaranteed by the Company and each of the Company's existing and future direct and indirect wholly owned domestic subsidiaries, including the Borrowers. All obligations under the Term Loan Credit Agreement, and the guarantees of those obligations, are secured on a junior lien basis by substantially all of the assets of the Company and each of the Company's existing and future direct and indirect wholly owned domestic subsidiaries. The loan under the Term Loan Credit Agreement (the “Term Loan”) bears interest at a rate equal to LIBOR for the interest period relevant to the Term Loan, subject to a 0.00% floor, plus 8.00%, provided that the interest rate on the Term Loan will not be less than 10.00%. The Term Loan Credit Agreement also requires the Borrowers to pay an annual agency fee of $50,000. In connection with the Term Loan Credit Agreement, the Company incurred $1.2 million of debt issuance costs during the thirty-nine weeks ended November 2, 2019, which is being amortized over the life of the Term Loan Credit Agreement. |
Stockholder Right Plan
Stockholder Right Plan | 9 Months Ended |
Nov. 02, 2019 | |
Stockholder Rights Plan | |
Stockholder Rights Plan | 8. Stockholder Rights Plan On July 31, 2019, the Board of Directors of the Company adopted a limited duration stockholder rights plan (the “Rights Plan”) with an expiration date of August 1, 2022 and an ownership trigger threshold of 15%, subject to certain exceptions. In connection with the Rights Plan, the Board of Directors authorized and declared a dividend to the Company’s stockholders of record at the close of business on August 15, 2019 of one preferred share purchase right (a “Right”) for each outstanding share of the Company’s common stock. Upon certain triggering events (none of which have occured as of November 2, 2019), each Right will entitle the holder thereof to purchase from the Company one five-thousandth (subject to adjustment) of one share of Series A Junior Participating Preferred Stock, $0.01 par value per share of the Company (the “Preferred Stock”) at an exercise price of $18.00 (the “Exercise Price”) per one five-thousandth of a share of Preferred Stock. In addition, if a person or group acquires beneficial ownership of 15% or more of the Company’s common stock without prior approval of the Company’s Board of Directors, or in the case of a person or group that beneficially owned more than 15% of the Company’s common stock prior to the issuance of the press release announcing the adoption of the Rights Agreement on August 2, 2019, such person or group acquires beneficial ownership of any additional shares of the Company’s common stock without prior approval of the Company’s Board of Directors, each holder of a Right (other than the acquiring person or group whose Rights will become void) will have the right to purchase, upon payment of the Exercise Price and in accordance with and subject to the adjustment under the terms of the Rights Plan, a number of shares of the Company’s common stock having a market value of twice the Exercise Price (as adjusted). The complete terms of the Rights are set forth in a Rights Agreement (the “Rights Agreement”), dated as of August 1, 2019, between the Company and Computershare Trust Company, N.A., as rights agent. |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Nov. 02, 2019 | |
Stock-based Compensation | |
Stock-based Compensation | 9. Stock-based Compensation Stock-based compensation cost is measured at the grant date fair value and is recognized as an expense on a straight-line basis over the employee’s requisite service period. The Company recognized stock-based compensation expense of $0.6 million and $0.4 million in the thirteen and thirty-nine weeks ended November 2, 2019, respectively, and $0.7 million and $1.4 million in the thirteen and thirty-nine weeks ended November 3, 2018, respectively. Management Awards For the thirty-nine weeks ended November 2, 2019, the Company granted 0.3 million of restricted stock units (“RSU”), and, for the thirty -nine weeks ended November 3, 2018, granted 0.1 million of restricted stock awards (“RSA”) to certain executives and key employees. Of the total awards in each period, 50% of the total units or shares were in the form of performance-based (“PSU” or “PSA”) while the remaining 50% were in the form of time-based restricted units or shares. The number of PSUs or PSAs that may ultimately vest will equal 0% to 150% of the target units or shares awarded subject to the achievement of pre-established performance goals and the employee’s continued employment through the third anniversary of the grant date. The RSUs and RSAs vest in one installment on the third anniversary of the award date. At the end of each reporting period, the Company assessed the probability of achieving the pre-established performance conditions related to the PSUs and PSAs and adjusted stock-based compensation expense based on the results of such assessment. |
Leases
Leases | 9 Months Ended |
Nov. 02, 2019 | |
Leases | |
Leases | 10. Leases The Company leases boutiques, its distribution center, office space, and certain boutique and corporate office equipment under operating leases expiring in various years through the fiscal year ending 2030. Certain of the leases provide that the Company may cancel the lease, with penalties as defined in the lease, if the Company’s boutique sales at that location fall below an established level. Certain leases provide for additional rent payments to be made when sales exceed a base amount. Certain operating leases provide for renewal options for periods from three to five years at the market rate at the time of renewal. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. See above under “Leases” in Note 1 for additional information regarding the Company’s adoption of ASC 842, Leases on February 3, 2019 and the impact of such adoption. The following table presents the components of the Company’s operating lease costs for the period presented. Thirteen Thirty-Nine Weeks Weeks Ended Ended November 2, 2019 November 2, 2019 (in thousands) Operating lease costs $ 15,272 $ 45,743 Variable lease costs 194 662 $ 15,466 $ 46,405 As of November 2, 2019, the weighted average remaining operating lease term was 6.0 years and the weighted average discount rate for operating leases was 5.7%. Cash paid for operating leases included in the measurement of lease liabilities totaled $48.8 million, including interest, for the thirty-nine weeks ended November 2, 2019. As of November 2, 2019, the maturities of operating lease liabilities were as follows: Maturities of operating lease liabilities Remainder of 2019 $ 15,287 2020 62,003 2021 54,295 2022 46,796 2023 40,089 Thereafter 89,201 Total lease payments 307,671 Less: Interest 47,703 Present value of operating lease liabilities $ 259,968 Present value of operating lease liabilities is less amounts due from landlords for tenant improvement allowances. As of November 2, 2019, the minimum rental commitments for operating lease contracts that have not yet commenced was $5.9 million while its lease terms were within the range of 5 to 10 years. |
Contingencies
Contingencies | 9 Months Ended |
Nov. 02, 2019 | |
Contingencies | |
Contingencies | 11. Contingencies On January 27, 2017, a purported collective action lawsuit entitled Meghan Magee, et al. v. Francesca’s Holdings Corp., et al. was filed in the United States District Court for the District of New Jersey, Camden Vicinage against the Company for alleged violations of federal and state wage and hour laws. After substitution of a named plaintiff, the lawsuit is now captioned, Danielle Prulello, et al. v. Francesca’s Holding Corp., et al. On November 6, 2018, the court conditionally certified the collective action. The Company believes that the allegations contained in the lawsuit are without merit and intends to vigorously defend itself against all claims asserted therein. A reasonable estimate of the amount of any possible loss or range of loss cannot be made at this time and, as such, the Company has not recorded an accrual for any possible loss. The Company, from time to time, is subject to various claims and legal proceedings, including employment claims, wage and hour claims, intellectual property claims, contractual and commercial disputes and other matters that arise in the ordinary course of business. While the outcome of any such claim cannot be predicted with certainty, the Company does not believe that the outcome of these matters will have a material adverse effect on the Company’s business, results of operations or financial condition. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Nov. 02, 2019 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial statements and are in the form prescribed by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these unaudited financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the Company’s financial position, results of operations, changes in equity, and cash flows at the dates and for the periods presented. The financial information as of February 2, 2019 was derived from the Company’s audited consolidated financial statements and notes thereto as of and for the fiscal year ended February 2, 2019 included in the Company’s Annual Report on Form 10-K filed with the SEC on May 3, 2019. These unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes as of and for the fiscal year ended February 2, 2019 included in the Company’s Annual Report on Form 10-K. Due to seasonal variations in the Company’s business, interim results are not necessarily indicative of results that may be expected for any other interim period or for a full year. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited consolidated financial statements include the accounts of the Company and all its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Fiscal Year | Fiscal Year The Company maintains its accounts on a 52- or 53-week year ending on the Saturday closest to January 31st. Fiscal years 2019 and 2018 each include 52 weeks of operations. The fiscal quarters ended November 2, |
Management Estimates and Assumptions | Management Estimates and Assumptions The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues, net of estimated sales returns, and expenses during the reporting periods. Actual results could differ materially from those estimates. |
Leases | Leases Adoption of Accounting Standards Codification 842 On February 3, 2019, the Company adopted the provisions of Accounting Standards Codification (“ASC”) 842, “Leases”, using the additional, optional transition method which allows entities to initially apply the new standard by recognizing a cumulative-effect adjustment to the opening balance of retained earnings at the date of adoption. Prior period amounts and disclosures were not adjusted and continue to be reported under ASC 840, “Leases.” In applying the new standard, the Company elected the package of practical expedients which allows the Company to carry forward its prior conclusions under ASC 840 about lease identification, lease classification, and initial direct costs. The Company also elected the practical expedient of combining lease and non-lease components as a single lease component as well as the short-term lease recognition exemption for all leases at transition. As a result of the adoption, the Company recorded an operating lease liability of $278.9 million and operating lease right-of-use (“ROU”) asset of $242.9 million at February 3, 2019. Additionally, the Company recognized a $1.8 million cumulative-effect adjustment to the beginning balance of retained earnings related to the impairment of certain operating lease ROU assets subjected to impairment testing under existing accounting guidance for which indicators of impairment existed at the time of the adoption of ASC 842. The adoption of ASC 842 did not have a material impact to the unaudited consolidated statements of operations or cash flows. Accounting Policy Under ASC 842 The Company leases boutiques, its distribution center and office space and certain boutique and corporate office equipment under operating leases. The Company determines if an arrangement contains a lease at inception and recognizes operating lease ROU assets and operating lease liabilities at the commencement date based on the present value of the fixed lease payments over the lease term and, for operating lease ROU assets, include initial direct costs and exclude lease incentives. Variable lease payments are expensed as incurred. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will elect that option. Subsequent to the recognition of its operating lease ROU assets and operating lease liabilities, the Company recognizes lease expense related to its operating lease payments on a straight-line basis over the lease term. Operating lease liabilities are calculated using the effective interest method and recognized at the commencement date based on the present value of lease payments over the reasonably certain lease term. As the interest rate implicit in the Company’s leases is not readily determinable, the Company utilized a collateralized incremental borrowing rate determined through the development of a synthetic credit rating to calculate the present value of its lease payments. The Company accounts for lease and non-lease components as a single component. Accordingly, the Company’s fixed lease payments mainly consists of base rent, common area maintenance and landlord advertising. Additionally, the Company also elected the short-term lease recognition exemption for all leases. Impairment of Long-Lived Assets, Including Operating Lease ROU Assets The Company evaluates long-lived assets held for use, including operating lease ROU assets, and held for sale whenever events or changes in circumstances indicate that the carrying amount of those assets may not be recoverable. Assets are grouped and evaluated for impairment at the lowest level for which there are identifiable cash flows, which is generally at a boutique level. In determining whether an impairment has occurred, the Company considers both qualitative and quantitative factors. The quantitative analysis involves estimating the undiscounted future cash flows directly related to that asset and comparing it against its carrying value. If the carrying value of the asset is greater than the sum of the undiscounted future cash flows, an impairment loss is recognized for the difference between the carrying value of the asset and its fair value. The fair value of the asset group is generally determined using discounted future cash flows or a market participant’s ability to generate economic benefits using the asset in its highest and best use, whichever is appropriate. The determination of fair value takes into account the asset’s historical performance, current sales trends, market conditions and other relevant factors deemed material, and discounted using a rate commensurate with the risk. The inputs used in the determination of the fair value are considered as Level 3 inputs in the fair value hierarchy, which require a significant degree of judgment and are based on the Company’s own assumptions. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In August 2018, the FASB issued ASU 2018‑15, “Intangibles-Goodwill and Other-Internal-Use-Software (Subtopic 350‑40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract.” ASU 2018‑15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This new guidance will be effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effect that the new guidance will have on its consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 changes the methodology for measuring credit losses on financial instruments and timing of when such losses are recorded. Since the original issuance of ASU 2016-13, the FASB has issued several amendments and updates to this guidance. This new guidance is effective for public companies, except for smaller reporting companies, for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. For smaller reporting companies, this new guidance will be effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years. Early adoption is permitted. The guidance is to be adopted using the modified retrospective approach. The Company is currently evaluating the effect that the new guidance will have on its consolidated financial statements and related disclosures. |
Loss Per Share | Loss Per Share Loss per common share amounts are calculated using the weighted-average number of common shares outstanding for the period. Diluted loss per common share amounts are calculated using the weighted-average number of common shares outstanding for the period and include the dilutive impact of restricted stock awards, restricted stock units and stock option grants using the treasury stock method. The following table summarizes the potential dilution that could occur if stock options to acquire common stock were exercised or if the restricted stock grants were fully vested and reconciles the weighted-average common shares outstanding used in the computation of basic and diluted loss per share. |
Stock-based Compensation | Stock-based Compensation Stock-based compensation cost is measured at the grant date fair value and is recognized as an expense on a straight-line basis over the employee’s requisite service period. The Company recognized stock-based compensation expense of $0.6 million and $0.4 million in the thirteen and thirty-nine weeks ended November 2, 2019, respectively, and $0.7 million and $1.4 million in the thirteen and thirty-nine weeks ended November 3, 2018, respectively. |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Nov. 02, 2019 | |
Revenues | |
Schedule of sales by major merchandise categories | The Company disaggregates net sales into the following major merchandise departments. Thirteen Weeks Ended Thirty-Nine Weeks Ended November 2, 2019 November 3, 2018 November 2, 2019 November 3, 2018 (in thousands) Apparel $ 46,523 $ 48,397 $ 140,736 $ 154,738 Jewelry 26,073 22,855 77,908 73,697 Accessories 15,147 14,844 44,998 47,509 Gifts 7,064 8,685 23,439 31,127 Others (1) 696 594 1,519 1,734 $ 95,503 $ 95,375 $ 288,600 $ 308,805 (1) Includes gift card breakage income, shipping revenues and change in return reserve. |
Loss Per Share (Tables)
Loss Per Share (Tables) | 9 Months Ended |
Nov. 02, 2019 | |
Loss Per Share | |
Schedule of computation of basic and diluted loss per share | The following table summarizes the potential dilution that could occur if stock options to acquire common stock were exercised or if the restricted stock grants were fully vested and reconciles the weighted-average common shares outstanding used in the computation of basic and diluted loss per share. Thirteen Weeks Ended Thirty-Nine Weeks Ended November 2, 2019 November 3, 2018 November 2, 2019 November 3, 2018 (in thousands, except per share data) Numerator: Net loss $ (5,135) $ (16,223) $ (13,472) $ (19,654) Denominator: Weighted-average common shares outstanding - basic (1) 2,910 2,900 2,906 2,900 Restricted stocks awards, restricted stock units and stock options (1) — — — — Weighted-average common shares outstanding - diluted (1) 2,910 2,900 2,906 2,900 Per common share: Basic loss per common share (1) $ (1.76) $ (5.59) $ (4.64) $ (6.78) Diluted loss per common share (1) $ (1.76) $ (5.59) $ (4.64) $ (6.78) (1) Reflects the 12-to-1 reverse stock split that became effective on July 1, 2019. Refer to Note 1 – Summary of Significant Accounting Policies for further information. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Nov. 02, 2019 | |
Long-Term Debt | |
Schedule of long-term debt | Long-term debt consisted of the following: November 2, 2019 February 2, 2019 November 3, 2018 (in thousands) Asset based revolving credit facility $ 10,000 $ 10,000 $ — Term loan 10,000 — — Unamortized debt issuance costs (1,096) — — 8,904 — — $ 18,904 $ 10,000 $ — |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Nov. 02, 2019 | |
Leases | |
Schedule of components of operating lease costs | The following table presents the components of the Company’s operating lease costs for the period presented. Thirteen Thirty-Nine Weeks Weeks Ended Ended November 2, 2019 November 2, 2019 (in thousands) Operating lease costs $ 15,272 $ 45,743 Variable lease costs 194 662 $ 15,466 $ 46,405 |
Schedule of maturity of lease liabilities | Maturities of operating lease liabilities Remainder of 2019 $ 15,287 2020 62,003 2021 54,295 2022 46,796 2023 40,089 Thereafter 89,201 Total lease payments 307,671 Less: Interest 47,703 Present value of operating lease liabilities $ 259,968 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) $ in Thousands, shares in Millions | Jul. 01, 2019shares | Nov. 02, 2019USD ($)storestate | Nov. 03, 2018USD ($) | Jun. 30, 2019shares | Feb. 03, 2019USD ($) | Feb. 02, 2019USD ($) |
Summary of Significant Accounting Policies [Line Items] | ||||||
Year Founded | 2007 | |||||
Number of Boutiques in Operation | store | 714 | |||||
Common Stock, Shares, Outstanding | shares | 3.1 | 35.4 | ||||
Conversion ratio of the reverse stock split | 0.083 | |||||
Number of States in which Entity Operates | state | 47 | |||||
Operating lease liability | $ 259,968 | |||||
Operating lease right-of-use asset | $ 227,204 | $ 0 | $ 0 | |||
Accounting Standards Update 2016-04 [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Operating lease liability | $ 278,900 | |||||
Operating lease right-of-use asset | 242,900 | |||||
Cumulative effect on adoption of new accounting standard | $ 1,800 | |||||
Fiscal Year [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Length of Fiscal Period | 364 days | 364 days | ||||
Fiscal Quarter [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Length of Fiscal Period | 91 days | 91 days | ||||
Year To Date [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Length of Fiscal Period | 182 days | 182 days | ||||
Maximum [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Length of Fiscal Period | 371 days | |||||
Minimum [Member] | ||||||
Summary of Significant Accounting Policies [Line Items] | ||||||
Length of Fiscal Period | 364 days |
Revenues (Details)
Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Nov. 02, 2019 | Nov. 03, 2018 | Nov. 02, 2019 | Nov. 03, 2018 | ||
Disaggregation of Revenue [Line Items] | |||||
Net sales | $ 95,503 | $ 95,375 | $ 288,600 | $ 308,805 | |
Apparel [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 46,523 | 48,397 | 140,736 | 154,738 | |
Jewelry [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 26,073 | 22,855 | 77,908 | 73,697 | |
Accessories [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 15,147 | 14,844 | 44,998 | 47,509 | |
Gifts [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 7,064 | 8,685 | 23,439 | 31,127 | |
Others [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | [1] | $ 696 | $ 594 | $ 1,519 | $ 1,734 |
[1] | Includes gift card breakage income, shipping revenues and change in return reserve. |
Revenues - Additional Informati
Revenues - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Nov. 02, 2019 | Nov. 03, 2018 | Nov. 02, 2019 | Nov. 03, 2018 | |
Revenues | ||||
Unredeemed gift card as of the prior year end recognized in revenues | $ 0.6 | $ 0.6 | $ 3.7 | $ 3.7 |
Liability for unredeemed gift cards | $ 3.7 | $ 4.3 | $ 3.7 | $ 4.3 |
Loss Per Share (Details)
Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Nov. 02, 2019 | Aug. 03, 2019 | May 04, 2019 | Nov. 03, 2018 | Aug. 04, 2018 | May 05, 2018 | Nov. 02, 2019 | Nov. 03, 2018 | ||
Numerator: | |||||||||
Net loss | $ (5,135) | $ 1,812 | $ (10,149) | $ (16,223) | $ 454 | $ (3,885) | $ (13,472) | $ (19,654) | |
Denominator: | |||||||||
Weighted-average common shares outstanding - basic | [1] | 2,910 | 2,900 | 2,906 | 2,900 | ||||
Restricted stocks awards, restricted stock units and stock options | [1] | 0 | 0 | 0 | 0 | ||||
Weighted-average common shares outstanding - diluted | [1] | 2,910 | 2,900 | 2,906 | 2,900 | ||||
Per common share: | |||||||||
Basic loss per common share | [1] | $ (1.76) | $ (5.59) | $ (4.64) | $ (6.78) | ||||
Diluted loss per common share | [1] | $ (1.76) | $ (5.59) | $ (4.64) | $ (6.78) | ||||
[1] | Reflects the 12-to-1 reverse stock split that became effective on July 1, 2019. Refer to Note 1 - Summary of Significant Accounting Policies for further information. |
Loss Per Share - Additional Inf
Loss Per Share - Additional Information (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Nov. 02, 2019 | Nov. 03, 2018 | Nov. 02, 2019 | Nov. 03, 2018 | |
Stock Compensation Plan [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Securities Excluded from Computation of Diluted Weighted Average Common Stock Outstanding | 0.1 | 0.1 | 0.1 | 0.1 |
Performance Shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Securities Excluded from Computation of Diluted Weighted Average Common Stock Outstanding | 0.1 | 0.1 | 0.1 | 0.1 |
Asset Impairment Charges (Detai
Asset Impairment Charges (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 02, 2019USD ($)store | Nov. 03, 2018USD ($)store | Nov. 02, 2019USD ($)store | Nov. 03, 2018USD ($)store | |
Impaired Long-Lived Assets Held and Used [Line Items] | ||||
Asset impairment charges | $ | $ 1,356 | $ 14,419 | $ 1,545 | $ 14,567 |
Number of boutiques stores | 714 | 714 | ||
Boutique Property and Equipment Impaired [Member] | ||||
Impaired Long-Lived Assets Held and Used [Line Items] | ||||
Number of boutiques stores | 129 | 129 | ||
Boutique ROU Asset Impaired [Member] | ||||
Impaired Long-Lived Assets Held and Used [Line Items] | ||||
Number of boutiques stores | 4 | 4 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | Apr. 22, 2019 | Nov. 02, 2019 | Nov. 03, 2018 | Nov. 02, 2019 | Nov. 03, 2018 |
Income Taxes | |||||
Effective income tax expense (benefit) rate | 8.30% | (29.30%) | 3.80% | (26.20%) | |
Income tax receivable | $ 1.4 | $ 10.1 | $ 1.4 | $ 10.1 | |
Income tax refund received | $ 8.5 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Nov. 02, 2019 | Feb. 02, 2019 | Nov. 03, 2018 |
Long-term Debt Details | |||
Long-term debt | $ 18,904 | $ 10,000 | $ 0 |
ABL Credit Agreement | |||
Long-term Debt Details | |||
Asset based revolving credit facility | 10,000 | $ 10,000 | |
Term Loan | |||
Long-term Debt Details | |||
Term loan | 10,000 | ||
Unamortized debt issuance costs | (1,096) | ||
Total | $ 8,904 |
Long-Term Debt - Asset Based Re
Long-Term Debt - Asset Based Revolving Credit Facility (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Nov. 02, 2019 | Nov. 03, 2018 | Aug. 12, 2019 | |
Debt Instrument [Line Items] | |||
Debt issuance costs incurred | $ 1,434 | $ 471 | |
ABL Credit Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 40,000 | $ 50,000 | |
Line Of Credit Availability For Letters Of Credit | 10,000 | ||
Write off of unamortized debt issuance costs | 200 | ||
Debt issuance costs incurred | 200 | ||
Combined borrowing base | $ 24,000 | ||
Unused Commitment Fee | 0.20% | ||
ABL Credit Agreement [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Revolving Loan Cap | $ 34,000 | ||
ABL Credit Agreement [Member] | LIBOR [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Applicable margin rate | 1.25% | ||
Interest rate (as a percent) | 0.00% | ||
ABL Credit Agreement [Member] | LIBOR [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Applicable margin rate | 1.75% | ||
ABL Credit Agreement [Member] | Base Rate [Member] | |||
Debt Instrument [Line Items] | |||
Percentage added to one month LIBOR | 1.00% | ||
Percentage Added To Federal Funds Rate | 0.50% | ||
ABL Credit Agreement [Member] | Base Rate [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Applicable margin rate | (0.50%) | ||
Interest rate | 1.50% | ||
ABL Credit Agreement [Member] | Base Rate [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Applicable margin rate | 0.00% |
Long-Term Debt - Term Loan Cred
Long-Term Debt - Term Loan Credit Agreement (Details) - USD ($) | 9 Months Ended | |
Nov. 02, 2019 | Nov. 03, 2018 | |
Debt Instrument [Line Items] | ||
Debt issuance costs incurred | $ 1,434,000 | $ 471,000 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Aggregate amount of loan | 10,000,000 | |
Combined borrowing base | 24,000,000 | |
Annual agency fee | 50,000 | |
Debt issuance costs incurred | $ 1,200,000 | |
Term Loan | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate (as a percent) | 10.00% | |
Term Loan | LIBOR [Member] | ||
Debt Instrument [Line Items] | ||
Spread on LIBOR (as a percent) | 8.00% | |
Term Loan | LIBOR [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate (as a percent) | 0.00% |
Stockholder Rights Plan (Detail
Stockholder Rights Plan (Details) - Rights | Jul. 31, 2019$ / sharesshares |
Ownership trigger threshold | 15.00% |
Number of preferred share purchase rights granted for each outstanding share of common stock | shares | 1 |
Number of preferred share purchase right for each outstanding share of common stock | shares | 0.0002 |
Preferred Stock, par value | $ / shares | $ 0.01 |
Exercise price | $ / shares | $ 18 |
Ratio of market price to exercise price if beneficial ownership is acquired without prior board approval | 2 |
Stock-based Compensation (Detai
Stock-based Compensation (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Nov. 02, 2019 | Nov. 03, 2018 | Nov. 02, 2019 | Nov. 03, 2018 | |
Stock-based Compensation Disclosures | ||||
Stock-based compensation expense | $ 0.6 | $ 0.7 | $ 0.4 | $ 1.4 |
Restricted Stock [Member] | Management [Member] | ||||
Stock-based Compensation Disclosures | ||||
Number of shares granted (shares) | 0.1 | |||
Vesting term | 3 years | |||
Percent of shares awarded | 50.00% | |||
Restricted Stock Units (RSUs) [Member] | Management [Member] | ||||
Stock-based Compensation Disclosures | ||||
Number of shares granted (shares) | 0.3 | |||
Vesting term | 3 years | |||
Percent of shares awarded | 50.00% | |||
Performance Shares [Member] | Management [Member] | ||||
Stock-based Compensation Disclosures | ||||
Vesting term | 3 years | 3 years | ||
Percent of shares awarded | 50.00% | 50.00% | ||
Performance Shares [Member] | Management [Member] | Minimum [Member] | ||||
Stock-based Compensation Disclosures | ||||
Percent of Target Shares that May Vest | 0.00% | 0.00% | ||
Performance Shares [Member] | Management [Member] | Maximum [Member] | ||||
Stock-based Compensation Disclosures | ||||
Percent of Target Shares that May Vest | 150.00% | 150.00% |
Leases - Components of operatin
Leases - Components of operating lease costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Nov. 02, 2019 | Nov. 02, 2019 | |
Components of operating lease costs | ||
Operating lease costs | $ 15,272 | $ 45,743 |
Variable lease cost | 194 | 662 |
Lease cost | $ 15,466 | $ 46,405 |
Leases - Maturities of lease li
Leases - Maturities of lease liabilities (Details) $ in Thousands | Nov. 02, 2019USD ($) |
Maturities of lease liabilities | |
Remainder of 2019 | $ 15,287 |
2020 | 62,003 |
2021 | 54,295 |
2022 | 46,796 |
2023 | 40,089 |
Thereafter | 89,201 |
Total lease payments | 307,671 |
Less: Interest | 47,703 |
Present value of lease liabilities | $ 259,968 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Millions | 9 Months Ended |
Nov. 02, 2019USD ($) | |
Lessee, Operating Lease | |
Weighted-average remaining lease term - operating leases | 6 years |
Weighted-average discount rate - operating leases | 5.70% |
Cash paid for operating leases included in the measurement of lease liabilities | $ 48.8 |
Lease Expiration Year | 2030 |
Lessee, Operating Lease, Not yet Commenced | |
Lessee Operating Lease Lease Not Yet Commenced Operating Lease Payments | $ 5.9 |
Maximum [Member] | |
Lessee, Operating Lease | |
Lessee, Operating Lease, Renewal Term | 5 years |
Lessee, Operating Lease, Not yet Commenced | |
Lessee, Operating Lease, Lease Not yet Commenced, Term of Contract | 10 years |
Minimum [Member] | |
Lessee, Operating Lease | |
Lessee, Operating Lease, Renewal Term | 3 years |
Lessee, Operating Lease, Not yet Commenced | |
Lessee, Operating Lease, Lease Not yet Commenced, Term of Contract | 5 years |