Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Oct. 28, 2017 | Nov. 28, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | AT HOME GROUP INC. | |
Entity Central Index Key | 1,646,228 | |
Document Type | 10-Q | |
Document Period End Date | Oct. 28, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --01-27 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 60,441,045 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Oct. 28, 2017 | Jan. 28, 2017 | Oct. 29, 2016 |
Current assets: | |||
Cash and cash equivalents | $ 10,212 | $ 7,092 | $ 7,663 |
Inventories, net | 277,764 | 243,795 | 248,053 |
Prepaid expenses | 4,991 | 6,130 | 4,675 |
Other current assets | 4,607 | 1,860 | 3,186 |
Total current assets | 297,574 | 258,877 | 263,577 |
Property and equipment, net | 446,269 | 340,358 | 314,114 |
Goodwill | 569,732 | 569,732 | 569,732 |
Trade name | 1,458 | 1,458 | 1,452 |
Debt issuance costs, net | 2,088 | 1,202 | 1,322 |
Restricted cash | 482 | 630 | |
Noncurrent deferred tax asset | 48,804 | 40,735 | 34,226 |
Other assets | 311 | 549 | 544 |
Total assets | 1,366,236 | 1,213,393 | 1,185,597 |
Current liabilities: | |||
Accounts payable | 70,759 | 58,425 | 66,482 |
Accrued liabilities | 81,885 | 74,439 | 75,834 |
Revolving line of credit | 185,195 | 101,575 | 87,020 |
Current portion of deferred rent | 9,083 | 7,082 | 6,983 |
Current portion of long-term debt and financing obligations | 4,302 | 3,691 | 3,720 |
Income taxes payable | 562 | 7,265 | 13,244 |
Total current liabilities | 351,786 | 252,477 | 253,283 |
Long-term debt | 298,037 | 299,606 | 291,864 |
Financing obligations | 19,714 | 19,937 | 18,649 |
Deferred rent | 122,885 | 103,692 | 104,175 |
Other long-term liabilities | 6,311 | 2,811 | 2,641 |
Total liabilities | 798,733 | 678,523 | 670,612 |
Shareholders' Equity | |||
Common stock; $0.01 par value; 500,000,000 shares authorized; 60,441,045, 60,366,768 and 60,366,768 shares issued and outstanding, respectively | 604 | 604 | 604 |
Additional paid-in capital | 558,977 | 548,301 | 543,674 |
Retained earnings (accumulated deficit) | 7,922 | (14,035) | (29,293) |
Total shareholders' equity | 567,503 | 534,870 | 514,985 |
Total liabilities and shareholders' equity | $ 1,366,236 | $ 1,213,393 | $ 1,185,597 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Oct. 28, 2017 | Jan. 28, 2017 | Oct. 29, 2016 |
Condensed Consolidated Balance Sheets (Parenthetical) | |||
Common stock par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock, shares issued | 60,441,045 | 60,366,768 | 60,366,768 |
Common stock, outstanding shares | 60,441,045 | 60,366,768 | 60,366,768 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2017 | Oct. 29, 2016 | Oct. 28, 2017 | Oct. 29, 2016 | |
Condensed Consolidated Statements of Income | ||||
Net sales | $ 212,954 | $ 170,678 | $ 656,859 | $ 531,121 |
Cost of sales | 150,292 | 119,283 | 449,287 | 359,371 |
Gross profit | 62,662 | 51,395 | 207,572 | 171,750 |
Operating expenses | ||||
Selling, general and administrative expenses | 51,775 | 45,784 | 152,159 | 125,399 |
Depreciation and amortization | 1,571 | 1,078 | 4,522 | 2,940 |
Total operating expenses | 53,346 | 46,862 | 156,681 | 128,339 |
Operating income | 9,316 | 4,533 | 50,891 | 43,411 |
Interest expense, net | 5,626 | 5,177 | 15,934 | 21,888 |
Loss on extinguishment of debt | 2,715 | 2,715 | ||
Income (loss) before income taxes | 3,690 | (3,359) | 34,957 | 18,808 |
Income tax provision (benefit) | 1,315 | (1,503) | 13,000 | 7,000 |
Net Income (Loss) | $ 2,375 | $ (1,856) | $ 21,957 | $ 11,808 |
Net income (loss) per common share: | ||||
Basic (in dollars per share) | $ 0.04 | $ (0.03) | $ 0.36 | $ 0.22 |
Diluted (in dollars per share) | $ 0.04 | $ (0.03) | $ 0.35 | $ 0.21 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 60,427,649 | 59,615,926 | 60,399,546 | 53,763,127 |
Diluted (in shares) | 63,985,070 | 59,615,926 | 63,143,760 | 55,303,519 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 28, 2017 | Oct. 29, 2016 | |
Operating Activities | ||
Net income (loss) | $ 21,957 | $ 11,808 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 34,943 | 26,378 |
Loss on disposal of fixed assets | 87 | 261 |
Non-cash interest expense | 1,599 | 2,170 |
Amortization of deferred gain on sale-leaseback | (4,543) | (3,253) |
Deferred income taxes | (8,069) | (19,500) |
Stock-based compensation | 9,951 | 6,093 |
Loss on extinguishment of debt | 2,715 | |
Changes in operating assets and liabilities | ||
Inventories | (33,969) | (71,665) |
Prepaid expenses and other current assets | (1,607) | 1,729 |
Other assets | 237 | (1,886) |
Accounts payable | 1,482 | 29,297 |
Accrued liabilities | 10,851 | 20,642 |
Income taxes payable | (6,790) | 13,531 |
Deferred rent | 10,329 | 8,679 |
Net cash provided by operating activities | 36,458 | 26,999 |
Investing Activities | ||
Purchase of property and equipment | (176,061) | (92,945) |
Purchase of intangible assets | (580) | |
Change in restricted cash | 482 | (605) |
Net proceeds from sale of property and equipment | 62,386 | 62,069 |
Net cash used in investing activities | (113,193) | (32,061) |
Financing Activities | ||
Payments under lines of credit | (279,171) | (302,489) |
Proceeds from lines of credit | 362,791 | 312,909 |
Payment of debt issuance costs | (1,906) | (323) |
Proceeds from issuance of long-term debt | 6,162 | |
Payment of Second Lien Term Loan | (130,000) | |
Payments on financing obligations | (137) | (402) |
Payments on long-term debt | (8,696) | (5,342) |
Proceeds from exercise of stock options | 812 | |
Proceeds from issuance of common stock | 132,944 | |
Net cash provided by financing activities | 79,855 | 7,297 |
Increase in cash and cash equivalents | 3,120 | 2,235 |
Cash and cash equivalents, beginning of period | 7,092 | 5,428 |
Cash and cash equivalents, end of period | 10,212 | 7,663 |
Supplemental Cash Flow Information | ||
Cash paid for interest | 14,017 | 15,976 |
Cash paid for income taxes | 29,860 | 11,730 |
Supplemental Information for Non-cash Investing and Financing Activities | ||
Property and equipment included in current liabilities | 10,852 | 6,046 |
Property and equipment reduction due to sale leaseback | (46,184) | $ (30,910) |
Property and equipment acquired under capital lease | $ 1,006 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Oct. 28, 2017 | |
Nature of Operations and Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Basis of Presentation These condensed consolidated financial statements include At Home Group Inc. and its wholly-owned subsidiaries (collectively referred to as “we”, “us”, “our” and the “Company”). The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information in accordance with Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results of operations, financial position and cash flows for the periods presented have been included. The condensed consolidated balance sheets as of October 28, 2017 and October 29, 2016, the condensed consolidated statements of operations for the thirteen and thirty-nine weeks ended October 28, 2017 and October 29, 2016 and the condensed consolidated statements of cash flows for the thirteen and thirty-nine weeks ended October 28, 2017 and October 29, 2016 have been prepared by the Company and are unaudited. The consolidated balance sheet as of January 28, 2017 has been derived from the audited financial statements for the fiscal year then ended included in our Annual Report on Form 10-K for the fiscal year ended January 28, 2017 as filed with the Securities and Exchange Commission (“SEC”) on April 5, 2017 (the “Annual Report”), but does not include all of the information and notes required by GAAP for complete financial statements. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements as of and for the fiscal years ended January 28, 2017 and January 30, 2016 and the related notes thereto included in the Annual Report. The Company does not have any components of other comprehensive income recorded within its condensed consolidated financial statements, and, therefore, does not separately present a statement of comprehensive income in its condensed consolidated financial statements. Stock Split On July 22, 2016, the Company’s board of directors approved a 128.157393-for-one stock split of its existing Class A common stock, Class B common stock and Class C common stock and the conversion of such Class A common stock, Class B common stock and Class C common stock into a single class of common stock. All historical share and per share information has been retroactively adjusted to reflect the stock split and conversion. As of October 28, 2017, the Company’s total authorized share capital is comprised of 500,000,000 shares of common stock and 50,000,000 shares of preferred stock. Initial Public Offering On August 3, 2016, our Registration Statement on Form S-1 relating to our initial public offering was declared effective by the SEC pursuant to which we registered an aggregate of 9,967,050 shares of our common stock (including 1,300,050 shares subject to the underwriters’ over-allotment option). We issued and sold 8,667,000 of the shares registered at a price of $15.00 per share on August 9, 2016, resulting in net proceeds of $120.9 million after deducting underwriters’ discounts and commissions of $9.1 million. We also incurred offering expenses of $6.0 million in connection with the initial public offering, which was recorded in additional paid-in capital. On September 8, 2016, we issued and sold a further 863,041 shares of our common stock pursuant to the underwriters’ partial exercise of the over-allotment option. This exercise of the over-allotment option resulted in net proceeds to us of $12.0 million after deducting underwriters’ discounts and commissions of $0.9 million. We used the net proceeds from the initial public offering and partial exercise of the over-allotment option, after deducting underwriters’ discounts and commissions, to repay in full the $130.0 million of principal amount of indebtedness outstanding under our $130.0 million second lien term loan (the “Second Lien Term Loan”). Fiscal Year We report on the basis of a 52- or 53-week fiscal year, which ends on the last Saturday in January. References to a fiscal year mean the year in which that fiscal year ends. References herein to “third fiscal quarter 2018” relate to the thirteen weeks ended October 28, 2017 and references to “third fiscal quarter 2017” relate to the thirteen weeks October 29, 2016. References herein to “the nine months ended October 28, 2017” relate to the thirty-nine weeks ended October 28, 2017 and references to “the nine months ended October 29, 2016” relate to the thirty-nine weeks ended October 29, 2016. Consolidation The accompanying condensed consolidated financial statements include the accounts of At Home Group Inc. and its consolidated wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of these condensed consolidated 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 sales and expenses during the reporting period. Actual results could differ from those estimates. Seasonality Our business is moderately seasonal in nature and, therefore, the results of operations for the thirteen and thirty-nine weeks ended October 28, 2017 are not necessarily indicative of the operating results that may be expected for a full fiscal year. Historically, our business has realized a slightly higher portion of net sales and operating income in the second and fourth fiscal quarters attributable primarily to the impact of summer and the year-end holiday decorating seasons, respectively. Stock-Based Compensation On January 29, 2017, we adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2016-09, “Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). ASU 2016-09 is intended to simplify various aspects of the accounting for employee share-based payment award transactions and is effective for annual reporting periods beginning after December 15, 2016. The adoption of ASU 2016-09 also requires all income tax adjustments to be recorded in the condensed consolidated statements of operations, and changes between tax and book treatment of equity compensation to be recognized in the provision for income taxes. We have adopted ASU 2016-09 prospectively and management has elected the accounting policy to continue to estimate the number of awards expected to be forfeited and adjust those estimates when it is no longer probable each period. The adoption of ASU 2016-09 did not have a material impact on our condensed consolidated financial statements during the thirteen and thirty-nine weeks ended October 28, 2017. Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, “ Revenue from Contracts with Customers ” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in “ Topic 605, Revenue Recognition ”, and requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. We completed an initial impact assessment and believe adopting this ASU will not materially impact the timing of revenue recognition. While we do not anticipate the impact of this guidance to be material to the consolidated financial statements, we believe this guidance will impact: (i) our estimated cost of returns, which will be recorded as a current asset rather than netted with our sales return reserves; and (ii) the timing of revenue recognition related to gift card breakage income, which will be recognized in proportion to the historical pattern of redemptions rather than when redemption is considered remote. We expect to adopt this new guidance using the full retrospective method in the first quarter of our fiscal year ending January 26, 2019 (“fiscal year 2019”). In February 2016, the FASB issued ASU No. 2016-02 “ Leases ”, which supersedes ASC 840 “ Leases ” and creates a new topic, ASC 842 “ Leases ” (“ASU 2016-02”). Under ASU 2016-02, an entity will be required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early adoption permitted. At adoption, this update will be applied using a modified retrospective approach. We are currently evaluating the impact of ASU 2016-02 and we expect that upon adoption we will recognize right-of-use assets and liabilities that will be material to our financial statements. In March 2016, the FASB issued ASU No. 2016-04, “ Recognition of Breakage for Certain Prepaid Stored-Value Products ” (“ASU 2016-04”). ASU 2016-04 requires that breakage on prepaid stored-value product liabilities (for example, prepaid gift cards) be accounted for consistent with the breakage guidance in “ Topic 606, Revenue from Contracts with Customers ”. ASU 2016-04 is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period, with early adoption permitted. This standard is to be applied either using a modified retrospective approach or retrospectively to each period presented. We completed an initial impact assessment and believe adopting this ASU will not materially impact the timing of revenue recognition. We expect to adopt this new guidance using the full retrospective method in the first quarter of fiscal year 2019. In August 2016, the FASB issued ASU No. 2016-15, “ Classification of Certain Cash Receipts and Cash Payments ” (“ASU 2016-15”). ASU 2016-15 is intended to reduce the diversity in practice around how certain transactions are classified within the statement of cash flows. ASU 2016-15 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted. We have evaluated the impact of ASU 2016-15 and do not believe it will have a material impact on the consolidated financial statements once implemented. In November 2016, the FASB issued ASU No. 2016-18, “ Restricted Cash ” (“ASU 2016-18”). ASU 2016-18 is intended to reduce the diversity in practice around how restricted cash is classified within the statement of cash flows. ASU 2016-18 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted. We have evaluated the impact of ASU 2016-18, and, upon adopting the new standard, we will no longer present the release of restricted cash as an investing activity cash inflow. Instead, restricted cash balances will be included in the beginning and ending cash, cash equivalents and restricted cash balances in the statement of cash flows. In January 2017, the FASB issued ASU No. 2017-04, “ Simplifying the Test for Goodwill Impairment ” (“ASU 2017-04”). ASU 2017-04 simplifies the measurement of goodwill impairment by removing the second step of the goodwill impairment test, which requires the determination of the fair value of individual assets and liabilities of a reporting unit. Under ASU 2017-04, goodwill impairment is to be measured as the amount by which a reporting unit’s carrying value exceeds its fair value with the loss recognized not to exceed the total amount of goodwill allocated to the reporting unit. ASU 2017-04 is effective for fiscal years beginning after December 15, 2019, with early adoption permitted for interim or annual goodwill impairment tests performed after January 1, 2017. The standard is to be applied on a prospective basis. We are currently evaluating the impact of ASU 2017-04 and do not anticipate a material impact to the consolidated financial statements once implemented. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Oct. 28, 2017 | |
Fair Value Measurements | |
Fair Value Measurements | 2. Fair Value Measurements We follow the provisions of Accounting Standards Codification (“ASC”) 820 (Topic 820, “Fair Value Measurements and Disclosures” ). ASC 820 establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. · Level 1 - Unadjusted quoted market prices for identical assets or liabilities in active markets that we have the ability to access. · Level 2 - Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the significant inputs are observable ( e.g. , interest rates, yield curves, prepayment speeds, default rates, loss severities, etc.) or can be corroborated by observable market data. · Level 3 - Valuations based on models where significant inputs are not observable. The unobservable inputs reflect our own assumptions about the assumptions that market participants would use. ASC 820 requires us to maximize the use of observable inputs and minimize the use of unobservable inputs. If a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument is categorized based upon the lowest level of input that is significant to the fair value calculation. The fair value of all current financial instruments approximates carrying value because of the short-term nature of these instruments. We have variable and fixed rates on our long-term debt. The fair value of long-term debt with variable rates approximates carrying value as the interest rates of these amounts approximate market rates. We determine fair value on our fixed rate debt by using quoted market prices and current interest rates. At October 28, 2017, the fair value of our fixed rate mortgage due August 22, 2022 was $6.3 million, which was approximately $0.2 million above the carrying value of $6.1 million. Fair value for the fixed rate mortgage was determined using Level 2 inputs. |
Sale-Leaseback Transactions
Sale-Leaseback Transactions | 9 Months Ended |
Oct. 28, 2017 | |
Leases [Abstract] | |
Sale-Leaseback Transactions | 3. Sale-Leaseback Transactions In August 2017, we sold six of our properties in Hoover, Alabama; Lafayette, Louisiana; Moore, Oklahoma; Olathe, Kansas; Orange Park, Florida; and Wichita, Kansas for a total of $62.6 million resulting in a net gain of $15.4 million. Contemporaneously with the closing of the sale, we entered into a lease pursuant to which we leased back the properties for cumulative initial annual rent of $4.2 million, subject to annual escalations. The lease is being accounted for as an operating lease. The net gain on the sale of the properties has been deferred and is included in deferred rent liabilities in the accompanying condensed consolidated balance sheets. The gain will be amortized to rent expense on a straight-line basis through the lease term, or September 2032. In September 2016, we sold three of our properties in Colorado Springs, Colorado; Kissimmee, Florida; and O’Fallon, Illinois for a total of $30.6 million resulting in a net gain of $16.9 million. Contemporaneously with the closing of the sale, we entered into a lease pursuant to which we leased back the properties for cumulative initial annual rent of $2.1 million, subject to annual escalations. The lease is being accounted for as an operating lease. The net gain on the sale of the properties has been deferred and is included in deferred rent liabilities in the accompanying condensed consolidated balance sheets. The gain will be amortized to rent expense on a straight-line basis through the lease term, or September 2031. In August 2016, we sold four of our properties in Broomfield, Colorado; Corpus Christi, Texas; Jenison, Michigan; and Buford, Georgia for a total of $32.6 million resulting in a net gain of $14.2 million. Contemporaneously with the closing of the sale, we entered into a lease pursuant to which we leased back the properties for cumulative initial annual rent of $2.2 million, subject to annual escalations. The lease is being accounted for as an operating lease. The net gain on the sale of the properties has been deferred and is included in deferred rent liabilities in the accompanying condensed consolidated balance sheets. The gain will be amortized to rent expense on a straight-line basis through the lease term, or July 2031. Approximately $3.7 million of the proceeds from the sale were used to pay off a note payable related to the Corpus Christi property. |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Oct. 28, 2017 | |
Accrued Liabilities | |
Accrued Liabilities | 4. Accrued and Other Current Liabilities Accrued and other current liabilities consist of the following (in thousands): October 28, January 28, October 29, 2017 2017 2016 Inventory in-transit $ 11,204 $ 10,833 $ 15,370 Accrued payroll and other employee-related liabilities 10,026 12,498 7,930 Accrued taxes, other than income 17,361 10,029 13,415 Accrued interest 4,129 3,807 4,092 Insurance liabilities 1,097 3,247 1,328 Construction costs 14,498 6,295 6,879 Accrued inbound freight 5,481 10,554 9,375 Other 18,089 17,176 17,445 Total accrued liabilities $ 81,885 $ 74,439 $ 75,834 |
Revolving Line of Credit
Revolving Line of Credit | 9 Months Ended |
Oct. 28, 2017 | |
Revolving Line of Credit | |
Revolving Line of Credit | 5. Revolving Line of Credit Interest on borrowings under our $350.0 million senior secured asset-based revolving credit facility (“ABL Facility”) is computed based on our average daily availability, at our option, of: (x) the higher of (i) the Federal Funds Rate plus 1/2 of 1.00%, (ii) the bank's prime rate and (iii) the London Interbank Offered Rate (“LIBOR”) plus 1.00%, plus in each case, an applicable margin of 0.25% to 0.75% or (y) the bank's LIBOR rate plus an applicable margin of 1.25% to 1.75%. The effective interest rate was approximately 3.30% and 2.10% during the thirteen weeks ended October 28, 2017 and October 29, 2016, respectively and approximately 2.80% and 2.20% during the thirty-nine weeks ended October 28, 2017 and October 29, 2016, respectively. In June 2016, we amended the agreement governing the ABL Facility to exercise the $75.0 million accordion feature which increased the then-available aggregate revolving commitments from $140.0 million to $215.0 million and increased the sublimit for the issuance of letters of credit from $10.0 million to $25.0 million. The other terms of the ABL Facility were not changed by the amendment. In June 2017, we entered into the Sixth Amendment to the agreement governing the ABL Facility in order to, among other things, modify the definition of the borrowing base to include certain assets of a newly formed subsidiary guarantor. In July 2017, we entered into the Seventh Amendment to the agreement governing the ABL Facility (the “ABL Amendment”) which increased the aggregate revolving commitments from $215.0 million to $350.0 million, and increased the sublimit for the issuance of letters of credit from $25.0 million to $50.0 million and the sublimit for the issuance of swingline loans from $10.0 million to $20.0 million . In addition, the maturity of the ABL Facility was extended to the earlier of July 27, 2022 and the date that is 91 days prior to the maturity date (as such date may be extended) of the term loan entered into on June 5, 2015 under a first lien credit agreement (the “First Lien Agreement”), certain pricing thresholds were adjusted, and certain covenant restrictions were loosened. While the revolving credit loans outstanding under the ABL Facility will continue to be secured by substantially all of our assets with a first priority lien on ABL priority collateral and a second priority lien (as between the ABL facility lenders and the term loan facility lenders) on all non-ABL priority collateral, real property will no longer form part of the collateral under the ABL Facility. The other terms of the ABL Facility remain substantially the same. As of October 28, 2017, approximately $185.2 million was outstanding under the ABL Facility, approximately $0.5 million in face amount of letters of credit had been issued and we had availability of approximately $86.8 million. As of October 28, 2017, we were in compliance with all covenants prescribed in the ABL Facility. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Oct. 28, 2017 | |
Long-Term Debt | |
Long-Term Debt | 6. Long-Term Debt Long-term debt consists of the following (in thousands): October 28, January 28, October 29, 2017 2017 2016 Term Loan Facilities $ 293,250 $ 295,500 $ 296,250 Note payable, bank (a) 6,141 — — Note payable, bank — 6,099 6,135 Obligations under capital leases 9,428 8,630 — Total debt 308,819 310,229 302,385 Less: current maturities 4,146 3,552 3,150 Less: unamortized deferred debt issuance costs 6,636 7,071 7,371 Long-term debt $ 298,037 $ 299,606 $ 291,864 (a) Matures August 22, 2022; $34,483 payable monthly, including interest at 4.50% with the remaining balance due at maturity; secured by the location’s land and building. On June 5, 2015, our indirect wholly owned subsidiary, At Home Holding III Inc. (“Borrower”), entered into the First Lien Agreement, by and among the Borrower, At Home Holding II Inc. (“At Home II”), a direct wholly owned subsidiary of ours, as guarantor, various lenders and Bank of America, N.A., as administrative agent and collateral agent. The First Lien Agreement provides for a $300.0 million term loan (“First Lien Term Loan”), which amount was borrowed on June 5, 2015. The First Lien Term Loan will mature on June 3, 2022, and is repayable in equal quarterly installments of approximately $0.8 million for an annual aggregate amount equal to 1% of the original principal amount of $300.0 million. The Borrower has the option of paying interest on a 1-month, 2-month or quarterly basis on the First Lien Term Loan at an annual rate of LIBOR (subject to a 1% floor) plus 4.00%, subject to, after a qualifying initial public offering, a 0.50% On June 5, 2015, the Borrower also entered into a second lien credit agreement (the “Second Lien Agreement”), by and among the Borrower, At Home II and Dynasty Financial II, LLC, as administrative agent, collateral agent and lender. The Second Lien Agreement provided for the Second Lien Term Loan (together with the First Lien Term Loan, the “Term Loan Facilities”), which amount was borrowed on June 5, 2015. The Second Lien Term Loan had a maturity date of June 5, 2023 and did not require periodic principal payments, with the total amount outstanding, plus accrued interest, due at maturity. The Borrower had the option of paying interest on a 1-month, 2-month or quarterly basis on the Second Lien Term Loan at an annual rate of LIBOR (subject to a 1% floor) plus 8.00%. During the fiscal year ended January 28, 2017, we used the net proceeds from our initial public offering and the exercise of the over-allotment option, after deducting underwriters’ discounts and commissions, to repay in full the $130.0 million of principal amount of indebtedness outstanding under our Second Lien Term Loan (the “Second Lien Repayment”). On July 27, 2017, the Borrower entered into a First Amendment to the First Lien Agreement to permit the incurrence of additional indebtedness pursuant to the ABL Amendment and to make certain technical changes to conform to the terms of the ABL Amendment. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Oct. 28, 2017 | |
Related Party Transactions | |
Related Party Transactions | 7. Related Party Transactions In connection with the initial public offering, the management agreement with our controlling shareholder, AEA Investors LP (“AEA”), an affiliate of our controlling shareholder, and affiliated co-investors including Starr Investment Holdings, LLC (“Starr Investments” and, together with AEA, the “Sponsors”), was terminated as of August 3, 2016 and the Sponsors no longer receive management fees from us. Following the initial public offering, the Sponsors own approximately 84% of our outstanding common stock. We were previously obligated to pay management fees of approximately $2.6 million annually to AEA. We recognized approximately $0.1 million and $1.4 million of management fees and reimbursed expenses during the thirteen and thirty-nine weeks ended October 29, 2016, respectively. We were also obligated to pay management fees of approximately $0.9 million annually to Starr Investments. During the thirteen weeks ended October 29, 2016, we recognized an immaterial amount of management fees to Starr Investments. We recognized approximately $0.5 million of management fees during the thirty-nine weeks ended October 29, 2016. Merry Mabbett Inc. (“MMI”) is owned by Merry Mabbett Dean, who is the mother of Lewis L. Bird III, our Chairman of the Board, Chief Executive Officer and President. During the thirteen and thirty-nine weeks ended October 28, 2017 and October 29, 2016, Ms. Dean, through MMI, provided certain design services to us, including design for our home office, as well as design in our stores. In addition, through MMI, we purchased certain fixtures, furniture and equipment that is now owned and used by us in our home office, new store offices or in the product vignettes in the stores. During the thirteen weeks ended October 28, 2017 and October 29, 2016, we paid MMI approximately $0.2 million and $0.1 million, respectively, for fixtures, furniture and equipment and design related services. During the thirty-nine weeks ended October 28, 2017 and October 29, 2016, we paid MMI approximately $0.4 million and $0.1 million, respectively, for fixtures, furniture and equipment and design related services. |
Income Taxes
Income Taxes | 9 Months Ended |
Oct. 28, 2017 | |
Income Taxes | |
Income Taxes | 8. Income Taxes Our effective tax rate for the thirteen weeks ended October 28, 2017 was 35.6% compared to 44.8 % for the thirteen weeks ended October 29, 2016. Our effective tax rate for each of the thirty-nine weeks ended October 28, 2017 and October 29, 2016 was 37.2%. The effective tax rate for each of the thirteen and thirty-nine weeks ended October 28, 2017 differs from the federal statutory rate primarily due to the impact of state and local income taxes, a strategic restructuring that impacted deferred tax assets, excess tax benefits realized as well as a release of the valuation allowance for state net operating losses. The effective tax rate for each of the thirteen and thirty-nine weeks ended October 29, 2016 differs from the federal statutory rate primarily due to the impact of state and local income taxes, the release of unrecognized tax benefits and the nondeductible interest expense related to the debt extinguishment upon repayment of the Second Lien Term Loan. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Oct. 28, 2017 | |
Commitments and Contingencies | |
Commitments and Contingencies | 9. Commitments and Contingencies Litigation We are subject to claims and lawsuits that arise primarily in the ordinary course of business. It is the opinion of management that the disposition or ultimate resolution of such claims and lawsuits will not have a material adverse effect on our consolidated financial position, results of operations or liquidity. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Oct. 28, 2017 | |
Earnings Per Share | |
Earnings Per Share | 10. Earnings Per Share In accordance with ASC 260, (Topic 260, “Earnings Per Share” ), basic earnings per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period including the dilutive impact of potential shares from the exercise of stock options and restricted stock units. Potentially dilutive securities are excluded from the computation of diluted net income (loss) per share if their effect is anti-dilutive. The following table sets forth the calculation of basic and diluted earnings per share for the thirteen and thirty-nine weeks ended October 28, 2017 and October 29, 2016 as follows (dollars in thousands, except share and per share data): Thirteen Weeks Ended Thirty-nine Weeks Ended October 28, 2017 October 29, 2016 October 28, 2017 October 29, 2016 Numerator: Net income (loss) $ 2,375 $ (1,856) $ 21,957 $ 11,808 Denominator: Weighted average common shares outstanding-basic 60,427,649 59,615,926 60,399,546 53,763,127 Effect of dilutive securities: Stock options and restricted stock units 3,557,421 — 2,744,214 1,540,392 Weighted average common shares outstanding-diluted 63,985,070 59,615,926 63,143,760 55,303,519 Per common share: Basic net income (loss) per common share $ 0.04 $ (0.03) $ 0.36 $ 0.22 Diluted net income (loss) per common share $ 0.04 $ (0.03) $ 0.35 $ 0.21 For the thirteen weeks ended October 28, 2017 and October 29, 2016, approximately 12,422 and 8,044,578, respectively, of stock options were excluded from the calculation of diluted net income (loss) per common share since their effect was anti-dilutive. For the thirty-nine weeks ended October 28, 2017 and October 29, 2016, approximately 974,802 and 1,090,324, respectively, of stock options were excluded from the calculation of diluted net income (loss) per common share since their effect was anti-dilutive. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Oct. 28, 2017 | |
Stock-Based Compensation | |
Stock-Based Compensation | 11. Stock-Based Compensation On August 14, 2017, we granted restricted stock units covering, in the aggregate, 178,880 shares of common stock of the Company to certain employees under the At Home Group Inc. Equity Incentive Plan (the “2016 Equity Plan”). Non-cash stock-based compensation expense associated with the grant will be approximately $4.0 million, which will be expensed over the requisite service period of four years. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 28, 2017 | |
Nature of Operations and Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation These condensed consolidated financial statements include At Home Group Inc. and its wholly-owned subsidiaries (collectively referred to as “we”, “us”, “our” and the “Company”). The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information in accordance with Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results of operations, financial position and cash flows for the periods presented have been included. The condensed consolidated balance sheets as of October 28, 2017 and October 29, 2016, the condensed consolidated statements of operations for the thirteen and thirty-nine weeks ended October 28, 2017 and October 29, 2016 and the condensed consolidated statements of cash flows for the thirteen and thirty-nine weeks ended October 28, 2017 and October 29, 2016 have been prepared by the Company and are unaudited. The consolidated balance sheet as of January 28, 2017 has been derived from the audited financial statements for the fiscal year then ended included in our Annual Report on Form 10-K for the fiscal year ended January 28, 2017 as filed with the Securities and Exchange Commission (“SEC”) on April 5, 2017 (the “Annual Report”), but does not include all of the information and notes required by GAAP for complete financial statements. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements as of and for the fiscal years ended January 28, 2017 and January 30, 2016 and the related notes thereto included in the Annual Report. The Company does not have any components of other comprehensive income recorded within its condensed consolidated financial statements, and, therefore, does not separately present a statement of comprehensive income in its condensed consolidated financial statements. |
Stock Split | Stock Split On July 22, 2016, the Company’s board of directors approved a 128.157393-for-one stock split of its existing Class A common stock, Class B common stock and Class C common stock and the conversion of such Class A common stock, Class B common stock and Class C common stock into a single class of common stock. All historical share and per share information has been retroactively adjusted to reflect the stock split and conversion. As of October 28, 2017, the Company’s total authorized share capital is comprised of 500,000,000 shares of common stock and 50,000,000 shares of preferred stock. |
Initial Public Offering | Initial Public Offering On August 3, 2016, our Registration Statement on Form S-1 relating to our initial public offering was declared effective by the SEC pursuant to which we registered an aggregate of 9,967,050 shares of our common stock (including 1,300,050 shares subject to the underwriters’ over-allotment option). We issued and sold 8,667,000 of the shares registered at a price of $15.00 per share on August 9, 2016, resulting in net proceeds of $120.9 million after deducting underwriters’ discounts and commissions of $9.1 million. We also incurred offering expenses of $6.0 million in connection with the initial public offering, which was recorded in additional paid-in capital. On September 8, 2016, we issued and sold a further 863,041 shares of our common stock pursuant to the underwriters’ partial exercise of the over-allotment option. This exercise of the over-allotment option resulted in net proceeds to us of $12.0 million after deducting underwriters’ discounts and commissions of $0.9 million. We used the net proceeds from the initial public offering and partial exercise of the over-allotment option, after deducting underwriters’ discounts and commissions, to repay in full the $130.0 million of principal amount of indebtedness outstanding under our $130.0 million second lien term loan (the “Second Lien Term Loan”). |
Fiscal Year | Fiscal Year We report on the basis of a 52- or 53-week fiscal year, which ends on the last Saturday in January. References to a fiscal year mean the year in which that fiscal year ends. References herein to “third fiscal quarter 2018” relate to the thirteen weeks ended October 28, 2017 and references to “third fiscal quarter 2017” relate to the thirteen weeks October 29, 2016. References herein to “the nine months ended October 28, 2017” relate to the thirty-nine weeks ended October 28, 2017 and references to “the nine months ended October 29, 2016” relate to the thirty-nine weeks ended October 29, 2016. |
Consolidation | Consolidation The accompanying condensed consolidated financial statements include the accounts of At Home Group Inc. and its consolidated wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of these condensed consolidated 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 sales and expenses during the reporting period. Actual results could differ from those estimates. |
Seasonality | Seasonality Our business is moderately seasonal in nature and, therefore, the results of operations for the thirteen and thirty-nine weeks ended October 28, 2017 are not necessarily indicative of the operating results that may be expected for a full fiscal year. Historically, our business has realized a slightly higher portion of net sales and operating income in the second and fourth fiscal quarters attributable primarily to the impact of summer and the year-end holiday decorating seasons, respectively. |
Stock-Based Compensation | Stock-Based Compensation On January 29, 2017, we adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2016-09, “Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). ASU 2016-09 is intended to simplify various aspects of the accounting for employee share-based payment award transactions and is effective for annual reporting periods beginning after December 15, 2016. The adoption of ASU 2016-09 also requires all income tax adjustments to be recorded in the condensed consolidated statements of operations, and changes between tax and book treatment of equity compensation to be recognized in the provision for income taxes. We have adopted ASU 2016-09 prospectively and management has elected the accounting policy to continue to estimate the number of awards expected to be forfeited and adjust those estimates when it is no longer probable each period. The adoption of ASU 2016-09 did not have a material impact on our condensed consolidated financial statements during the thirteen and thirty-nine weeks ended October 28, 2017. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, “ Revenue from Contracts with Customers ” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in “ Topic 605, Revenue Recognition ”, and requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. We completed an initial impact assessment and believe adopting this ASU will not materially impact the timing of revenue recognition. While we do not anticipate the impact of this guidance to be material to the consolidated financial statements, we believe this guidance will impact: (i) our estimated cost of returns, which will be recorded as a current asset rather than netted with our sales return reserves; and (ii) the timing of revenue recognition related to gift card breakage income, which will be recognized in proportion to the historical pattern of redemptions rather than when redemption is considered remote. We expect to adopt this new guidance using the full retrospective method in the first quarter of our fiscal year ending January 26, 2019 (“fiscal year 2019”). In February 2016, the FASB issued ASU No. 2016-02 “ Leases ”, which supersedes ASC 840 “ Leases ” and creates a new topic, ASC 842 “ Leases ” (“ASU 2016-02”). Under ASU 2016-02, an entity will be required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early adoption permitted. At adoption, this update will be applied using a modified retrospective approach. We are currently evaluating the impact of ASU 2016-02 and we expect that upon adoption we will recognize right-of-use assets and liabilities that will be material to our financial statements. In March 2016, the FASB issued ASU No. 2016-04, “ Recognition of Breakage for Certain Prepaid Stored-Value Products ” (“ASU 2016-04”). ASU 2016-04 requires that breakage on prepaid stored-value product liabilities (for example, prepaid gift cards) be accounted for consistent with the breakage guidance in “ Topic 606, Revenue from Contracts with Customers ”. ASU 2016-04 is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period, with early adoption permitted. This standard is to be applied either using a modified retrospective approach or retrospectively to each period presented. We completed an initial impact assessment and believe adopting this ASU will not materially impact the timing of revenue recognition. We expect to adopt this new guidance using the full retrospective method in the first quarter of fiscal year 2019. In August 2016, the FASB issued ASU No. 2016-15, “ Classification of Certain Cash Receipts and Cash Payments ” (“ASU 2016-15”). ASU 2016-15 is intended to reduce the diversity in practice around how certain transactions are classified within the statement of cash flows. ASU 2016-15 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted. We have evaluated the impact of ASU 2016-15 and do not believe it will have a material impact on the consolidated financial statements once implemented. In November 2016, the FASB issued ASU No. 2016-18, “ Restricted Cash ” (“ASU 2016-18”). ASU 2016-18 is intended to reduce the diversity in practice around how restricted cash is classified within the statement of cash flows. ASU 2016-18 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted. We have evaluated the impact of ASU 2016-18, and, upon adopting the new standard, we will no longer present the release of restricted cash as an investing activity cash inflow. Instead, restricted cash balances will be included in the beginning and ending cash, cash equivalents and restricted cash balances in the statement of cash flows. In January 2017, the FASB issued ASU No. 2017-04, “ Simplifying the Test for Goodwill Impairment ” (“ASU 2017-04”). ASU 2017-04 simplifies the measurement of goodwill impairment by removing the second step of the goodwill impairment test, which requires the determination of the fair value of individual assets and liabilities of a reporting unit. Under ASU 2017-04, goodwill impairment is to be measured as the amount by which a reporting unit’s carrying value exceeds its fair value with the loss recognized not to exceed the total amount of goodwill allocated to the reporting unit. ASU 2017-04 is effective for fiscal years beginning after December 15, 2019, with early adoption permitted for interim or annual goodwill impairment tests performed after January 1, 2017. The standard is to be applied on a prospective basis. We are currently evaluating the impact of ASU 2017-04 and do not anticipate a material impact to the consolidated financial statements once implemented. |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Oct. 28, 2017 | |
Accrued Liabilities | |
Schedule of accrued liabilities | Accrued and other current liabilities consist of the following (in thousands): October 28, January 28, October 29, 2017 2017 2016 Inventory in-transit $ 11,204 $ 10,833 $ 15,370 Accrued payroll and other employee-related liabilities 10,026 12,498 7,930 Accrued taxes, other than income 17,361 10,029 13,415 Accrued interest 4,129 3,807 4,092 Insurance liabilities 1,097 3,247 1,328 Construction costs 14,498 6,295 6,879 Accrued inbound freight 5,481 10,554 9,375 Other 18,089 17,176 17,445 Total accrued liabilities $ 81,885 $ 74,439 $ 75,834 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Oct. 28, 2017 | |
Long-Term Debt | |
Schedule of Long-term debt | Long-term debt consists of the following (in thousands): October 28, January 28, October 29, 2017 2017 2016 Term Loan Facilities $ 293,250 $ 295,500 $ 296,250 Note payable, bank (a) 6,141 — — Note payable, bank — 6,099 6,135 Obligations under capital leases 9,428 8,630 — Total debt 308,819 310,229 302,385 Less: current maturities 4,146 3,552 3,150 Less: unamortized deferred debt issuance costs 6,636 7,071 7,371 Long-term debt $ 298,037 $ 299,606 $ 291,864 (a) Matures August 22, 2022; $34,483 payable monthly, including interest at 4.50% with the remaining balance due at maturity; secured by the location’s land and building. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Oct. 28, 2017 | |
Earnings Per Share | |
Schedule of calculation of basic and diluted earnings per share | The following table sets forth the calculation of basic and diluted earnings per share for the thirteen and thirty-nine weeks ended October 28, 2017 and October 29, 2016 as follows (dollars in thousands, except share and per share data): Thirteen Weeks Ended Thirty-nine Weeks Ended October 28, 2017 October 29, 2016 October 28, 2017 October 29, 2016 Numerator: Net income (loss) $ 2,375 $ (1,856) $ 21,957 $ 11,808 Denominator: Weighted average common shares outstanding-basic 60,427,649 59,615,926 60,399,546 53,763,127 Effect of dilutive securities: Stock options and restricted stock units 3,557,421 — 2,744,214 1,540,392 Weighted average common shares outstanding-diluted 63,985,070 59,615,926 63,143,760 55,303,519 Per common share: Basic net income (loss) per common share $ 0.04 $ (0.03) $ 0.36 $ 0.22 Diluted net income (loss) per common share $ 0.04 $ (0.03) $ 0.35 $ 0.21 |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Details) $ / shares in Units, $ in Millions | Sep. 08, 2016USD ($)shares | Aug. 09, 2016USD ($)$ / sharesshares | Jul. 22, 2016 | Jan. 28, 2017USD ($)shares | Oct. 28, 2017shares | Oct. 29, 2016shares | Aug. 03, 2016shares | Jun. 05, 2015USD ($) |
Stock split | ||||||||
Authorized share capital, Preferred stock | shares | 50,000,000 | |||||||
Authorized share capital, Common stock | shares | 500,000,000 | 500,000,000 | 500,000,000 | |||||
IPO | ||||||||
Initial Public Offering | ||||||||
Shares registered | shares | 9,967,050 | |||||||
Issuance of stock (in shares) | shares | 8,667,000 | |||||||
Offering price | $ / shares | $ 15 | |||||||
Net proceeds | $ 120.9 | |||||||
Underwriting fees | $ 9.1 | |||||||
Offering expenses | $ 6 | |||||||
Over-allotment | ||||||||
Initial Public Offering | ||||||||
Shares registered | shares | 1,300,050 | |||||||
Issuance of stock (in shares) | shares | 863,041 | |||||||
Net proceeds | $ 12 | |||||||
Underwriting fees | $ 0.9 | |||||||
Common stock | ||||||||
Stock split | ||||||||
Stock split ratio | 128.157393 | |||||||
Second Lien Agreement | Term Loan Facility | ||||||||
Initial Public Offering | ||||||||
Debt Instrument, Face Amount | $ 130 | |||||||
Repayments of debt | $ 130 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Level 2 - Fixed rate mortgage $ in Millions | 9 Months Ended |
Oct. 28, 2017USD ($) | |
Fair Value Measurements | |
Fair value of fixed rate mortgage | $ 6.3 |
Difference of carrying value and fair value | 0.2 |
Carrying value of fixed rate mortgage | $ 6.1 |
Sale -Lease Back Transactions (
Sale -Lease Back Transactions (Details) $ in Millions | 1 Months Ended | ||
Aug. 31, 2017USD ($)property | Sep. 30, 2016USD ($)property | Aug. 31, 2016USD ($)property | |
Leases [Abstract] | |||
Number of Properties Sold | property | 6 | 3 | 4 |
Proceeds from sale of properties | $ 62.6 | $ 30.6 | $ 32.6 |
Net gain | 15.4 | 16.9 | 14.2 |
Cumulative annual rent | $ 4.2 | $ 2.1 | 2.2 |
Payments of note payable | $ 3.7 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Oct. 28, 2017 | Jan. 28, 2017 | Oct. 29, 2016 |
Accrued Liabilities | |||
Inventory in-transit | $ 11,204 | $ 10,833 | $ 15,370 |
Accrued payroll and other employee-related liabilities | 10,026 | 12,498 | 7,930 |
Accrued taxes, other than income | 17,361 | 10,029 | 13,415 |
Accrued interest | 4,129 | 3,807 | 4,092 |
Insurance liabilities | 1,097 | 3,247 | 1,328 |
Construction costs | 14,498 | 6,295 | 6,879 |
Accrued inbound freight | 5,481 | 10,554 | 9,375 |
Other | 18,089 | 17,176 | 17,445 |
Total accrued liabilities | $ 81,885 | $ 74,439 | $ 75,834 |
Revolving Line of Credit (Detai
Revolving Line of Credit (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Oct. 28, 2017 | Oct. 29, 2016 | Oct. 28, 2017 | Oct. 29, 2016 | Jun. 30, 2017 | Jan. 28, 2017 | Jun. 30, 2016 | May 31, 2016 | |
Line of Credit Facility [Line Items] | ||||||||
Outstanding under the ABL credit agreement | $ 185,195 | $ 87,020 | $ 185,195 | $ 87,020 | $ 101,575 | |||
ABL Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | $ 350,000 | $ 350,000 | $ 215,000 | $ 140,000 | ||||
Effective interest rate | 3.30% | 2.10% | 2.80% | 2.20% | ||||
Accordion facility amount | 75,000 | |||||||
Outstanding under the ABL credit agreement | $ 185,200 | $ 185,200 | ||||||
Available borrowing capacity | $ 86,800 | 86,800 | ||||||
ABL Credit Facility | Federal Funds Rate | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 0.50% | |||||||
ABL Credit Facility | Federal Funds Rate | Minimum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Applicable margin | 0.25% | |||||||
ABL Credit Facility | Federal Funds Rate | Maximum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Applicable margin | 0.75% | |||||||
ABL Credit Facility | LIBOR | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Basis spread on variable rate | 1.00% | |||||||
ABL Credit Facility | LIBOR | Minimum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Applicable margin | 0.25% | |||||||
Applicable margin on bank's LIBOR | 1.25% | |||||||
ABL Credit Facility | LIBOR | Maximum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Applicable margin | 0.75% | |||||||
Applicable margin on bank's LIBOR | 1.75% | |||||||
ABL Credit Facility | Bank's Prime rate | Minimum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Applicable margin | 0.25% | |||||||
ABL Credit Facility | Bank's Prime rate | Maximum | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Applicable margin | 0.75% | |||||||
Letter of Credit | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | $ 50,000 | 50,000 | $ 25,000 | $ 10,000 | ||||
Outstanding under the ABL credit agreement | 500 | 500 | ||||||
Swingline loan | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | $ 20,000 | $ 20,000 | $ 10,000 |
Long-Term Debt - Summary (Detai
Long-Term Debt - Summary (Details) - USD ($) | 9 Months Ended | ||
Oct. 28, 2017 | Jan. 28, 2017 | Oct. 29, 2016 | |
Long-term Debt, by Current and Noncurrent [Abstract] | |||
Total debt | $ 308,819,000 | $ 310,229,000 | $ 302,385,000 |
Less: current maturities | 4,146,000 | 3,552,000 | 3,150,000 |
Less: unamortized deferred debt issuance costs | 6,636,000 | 7,071,000 | 7,371,000 |
Long-term Debt, Excluding Current Maturities | 298,037,000 | 299,606,000 | 291,864,000 |
Term Loan Facility | |||
Long-term Debt, by Current and Noncurrent [Abstract] | |||
Total debt | 293,250,000 | 295,500,000 | 296,250,000 |
Note payable, bank two | |||
Long-term Debt, by Current and Noncurrent [Abstract] | |||
Total debt | 6,141,000 | ||
Installment payable | $ 34,483 | ||
Interest rate, stated | 4.50% | ||
Note payable, bank one | |||
Long-term Debt, by Current and Noncurrent [Abstract] | |||
Total debt | 6,099,000 | $ 6,135,000 | |
Obligations under capital leases | |||
Long-term Debt, by Current and Noncurrent [Abstract] | |||
Total debt | $ 9,428,000 | $ 8,630,000 |
Long-Term Debt - First Lien Agr
Long-Term Debt - First Lien Agreement (Details) - Term Loan Facility - USD ($) $ in Millions | Jun. 05, 2015 | Jan. 28, 2017 |
First Lien Agreement | ||
Long-term Debt, by Current and Noncurrent [Abstract] | ||
Debt instrument, face value | $ 300 | |
Installment payable | $ 0.8 | |
Percentage of annual aggregate amount of principal amount | 1.00% | |
Interest rate reduction, related to net leverage ratio | 0.50% | |
First Lien Agreement | LIBOR | ||
Long-term Debt, by Current and Noncurrent [Abstract] | ||
Floor rate | 1.00% | |
Basis spread (as a percent) | 4.00% | |
Second Lien Agreement | ||
Long-term Debt, by Current and Noncurrent [Abstract] | ||
Debt instrument, face value | $ 130 | |
Repayments of Debt | $ 130 | |
Second Lien Agreement | LIBOR | ||
Long-term Debt, by Current and Noncurrent [Abstract] | ||
Floor rate | 1.00% | |
Basis spread (as a percent) | 8.00% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2017 | Oct. 29, 2016 | Oct. 28, 2017 | Oct. 29, 2016 | |
Related Party Transaction [Line Items] | ||||
Ownership percent by sponsors | 84.00% | 84.00% | ||
AEA InvestorsLP | ||||
Related Party Transaction [Line Items] | ||||
Management fees, annual expense | $ 2.6 | |||
Management fees expense recognized | $ 0.1 | $ 1.4 | ||
Starr Investments | ||||
Related Party Transaction [Line Items] | ||||
Management fees, annual expense | 0.9 | |||
Management fees expense recognized | 0.5 | |||
MMI | ||||
Related Party Transaction [Line Items] | ||||
Payments to related party | $ 0.2 | $ 0.1 | $ 0.4 | $ 0.1 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2017 | Oct. 29, 2016 | Oct. 28, 2017 | Oct. 29, 2016 | |
Income Taxes | ||||
Effective income tax rate | 35.60% | 44.80% | 37.20% | 37.20% |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2017 | Oct. 29, 2016 | Oct. 28, 2017 | Oct. 29, 2016 | |
Numerator: | ||||
Net income | $ 2,375 | $ (1,856) | $ 21,957 | $ 11,808 |
Denominator: | ||||
Weighted average common shares outstanding-basic | 60,427,649 | 59,615,926 | 60,399,546 | 53,763,127 |
Effect of dilutive securities: | ||||
Stock options and restricted stock units | 3,557,421 | 2,744,214 | 1,540,392 | |
Weighted average common shares outstanding-diluted | 63,985,070 | 59,615,926 | 63,143,760 | 55,303,519 |
Per common share: | ||||
Basic net income (loss) per common share | $ 0.04 | $ (0.03) | $ 0.36 | $ 0.22 |
Diluted net income (loss) per common share | $ 0.04 | $ (0.03) | $ 0.35 | $ 0.21 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2017 | Oct. 29, 2016 | Oct. 28, 2017 | Oct. 29, 2016 | |
Stock option | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive share excluded from calculation of income per common share | 12,422 | 8,044,578 | 974,802 | 1,090,324 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) $ in Millions | Aug. 14, 2017USD ($)shares |
Stock-Based Compensation | |
Number of units granted | shares | 178,880 |
Stock-based compensation expense | $ | $ 4 |
Expense period | 4 years |