Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Oct. 28, 2017 | Nov. 10, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Oct. 28, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | DXLG | |
Entity Registrant Name | DESTINATION XL GROUP, INC. | |
Entity Central Index Key | 813,298 | |
Current Fiscal Year End Date | --02-03 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 48,686,513 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Oct. 28, 2017 | Jan. 28, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 5,791 | $ 5,572 |
Accounts receivable | 4,232 | 7,114 |
Inventories | 119,878 | 117,446 |
Prepaid expenses and other current assets | 11,747 | 8,817 |
Total current assets | 141,648 | 138,949 |
Property and equipment, net of accumulated depreciation and amortization | 116,126 | 124,347 |
Other assets: | ||
Intangible assets | 1,923 | 2,228 |
Other assets | 3,955 | 3,804 |
Total assets | 263,652 | 269,328 |
Current liabilities: | ||
Current portion of long-term debt | 2,296 | 6,941 |
Current portion of deferred gain on sale-leaseback | 1,465 | 1,465 |
Accounts payable | 32,750 | 31,258 |
Accrued expenses and other current liabilities | 24,616 | 31,938 |
Borrowings under credit facility | 68,198 | 44,097 |
Total current liabilities | 129,325 | 115,699 |
Long-term liabilities: | ||
Long-term debt, net of current portion | 10,892 | 12,061 |
Deferred rent and lease incentives | 36,075 | 35,421 |
Deferred gain on sale-leaseback, net of current portion | 10,624 | 11,723 |
Deferred tax liability | 222 | 222 |
Other long-term liabilities | 4,735 | 5,682 |
Total long-term liabilities | 62,548 | 65,109 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value, 1,000,000 shares authorized, none issued | ||
Common stock, $0.01 par value, 100,000,000 shares authorized, 61,426,351 and 61,637,164 shares issued at October 28, 2017 and January 28, 2017, respectively | 614 | 616 |
Additional paid-in capital | 307,115 | 304,466 |
Treasury stock at cost, 12,755,873 and 10,877,439 shares at October 28, 2017 and January 28, 2017, respectively | (92,658) | (87,977) |
Accumulated deficit | (138,069) | (122,567) |
Accumulated other comprehensive loss | (5,223) | (6,018) |
Total stockholders' equity | 71,779 | 88,520 |
Total liabilities and stockholders' equity | $ 263,652 | $ 269,328 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares | Oct. 28, 2017 | Jan. 28, 2017 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, issued | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 61,426,351 | 61,637,164 |
Treasury stock, shares | 12,755,873 | 10,877,439 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2017 | Oct. 29, 2016 | Oct. 28, 2017 | Oct. 29, 2016 | |
Income Statement [Abstract] | ||||
Sales | $ 103,700 | $ 101,871 | $ 332,454 | $ 327,637 |
Cost of goods sold including occupancy costs | 58,887 | 56,633 | 183,136 | 177,790 |
Gross profit | 44,813 | 45,238 | 149,318 | 149,847 |
Expenses: | ||||
Selling, general and administrative | 41,968 | 41,383 | 137,204 | 129,051 |
Depreciation and amortization | 7,680 | 7,494 | 25,055 | 22,363 |
Total expenses | 49,648 | 48,877 | 162,259 | 151,414 |
Operating loss | (4,835) | (3,639) | (12,941) | (1,567) |
Interest expense, net | (871) | (779) | (2,497) | (2,346) |
Loss before provision for income taxes | (5,706) | (4,418) | (15,438) | (3,913) |
Provision for income taxes | 34 | 64 | 126 | |
Net loss | $ (5,706) | $ (4,452) | $ (15,502) | $ (4,039) |
Net loss per share - basic and diluted | $ (0.12) | $ (0.09) | $ (0.32) | $ (0.08) |
Weighted-average number of common shares outstanding: | ||||
Basic | 48,607 | 49,552 | 48,966 | 49,532 |
Diluted | 48,607 | 49,552 | 48,966 | 49,532 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2017 | Oct. 29, 2016 | Oct. 28, 2017 | Oct. 29, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (5,706) | $ (4,452) | $ (15,502) | $ (4,039) |
Other comprehensive income before taxes: | ||||
Foreign currency translation | (52) | (176) | 164 | (319) |
Pension plans | 210 | 237 | 631 | 711 |
Other comprehensive income before taxes | 158 | 61 | 795 | 392 |
Other comprehensive income, net of tax | 158 | 61 | 795 | 392 |
Comprehensive loss | $ (5,548) | $ (4,391) | $ (14,707) | $ (3,647) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Beginning Balance at Jan. 30, 2016 | $ (6,652) | |||||
Accumulated other comprehensive income (loss): | ||||||
Net loss | $ (4,039) | |||||
Ending Balance at Oct. 29, 2016 | (6,260) | |||||
Beginning Balance at Jul. 30, 2016 | (6,321) | |||||
Accumulated other comprehensive income (loss): | ||||||
Net loss | (4,452) | |||||
Ending Balance at Oct. 29, 2016 | (6,260) | |||||
Beginning Balance at Jan. 28, 2017 | 88,520 | $ 616 | $ 304,466 | $ (87,977) | $ (122,567) | (6,018) |
Beginning Balance (in shares) at Jan. 28, 2017 | 61,637,000 | (10,877,000) | ||||
Board of Directors compensation | 421 | $ 1 | 420 | |||
Board of Directors compensation (in shares) | 96,000 | |||||
Stock compensation expense | 1,306 | 1,306 | ||||
Restricted Stock issued, reclass from liability to equity | 920 | $ 4 | 916 | |||
Restricted Stock issued, reclass from liability to equity (in shares) | 425,000 | |||||
Cancellations of restricted stock, net of issuances | $ (8) | 8 | ||||
Cancellations of restricted stock, net of issuances (in shares) | (777,000) | |||||
Deferred stock vested | $ 1 | (1) | ||||
Deferred stock vested (in shares) | 45,000 | |||||
Repurchase of common stock | $ (4,681) | $ (4,681) | ||||
Repurchase of common stock (in shares) | (1,878,434) | (1,878,000) | ||||
Accumulated other comprehensive income (loss): | ||||||
Pension plan | $ 631 | 631 | ||||
Foreign currency | 164 | 164 | ||||
Net loss | (15,502) | (15,502) | ||||
Ending Balance at Oct. 28, 2017 | $ 71,779 | $ 614 | 307,115 | $ (92,658) | (138,069) | (5,223) |
Ending Balance (in shares) at Oct. 28, 2017 | 61,426,000 | (12,755,000) | ||||
Beginning Balance at Jul. 29, 2017 | (5,381) | |||||
Repurchase of common stock (in shares) | 0 | |||||
Accumulated other comprehensive income (loss): | ||||||
Net loss | $ (5,706) | |||||
Ending Balance at Oct. 28, 2017 | $ 71,779 | $ 614 | $ 307,115 | $ (92,658) | $ (138,069) | $ (5,223) |
Ending Balance (in shares) at Oct. 28, 2017 | 61,426,000 | (12,755,000) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 28, 2017 | Oct. 29, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (15,502) | $ (4,039) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Amortization of deferred gain on sale-leaseback | (1,099) | (1,099) |
Amortization of deferred debt issuance costs | 206 | 208 |
Depreciation and amortization | 25,055 | 22,363 |
Deferred taxes, net of valuation allowance | 26 | |
Stock compensation expense | 1,306 | 1,076 |
Board of Directors stock compensation | 421 | 362 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 2,882 | (3,642) |
Inventories | (2,432) | (3,167) |
Prepaid expenses and other current assets | (2,930) | (705) |
Other assets | (151) | (376) |
Accounts payable | 1,492 | (972) |
Deferred rent and lease incentives | 654 | 3,976 |
Accrued expenses and other liabilities | (4,654) | (5,959) |
Net cash provided by operating activities | 5,248 | 8,052 |
Cash flows from investing activities: | ||
Additions to property and equipment, net | (18,429) | (21,799) |
Net cash used for investing activities | (18,429) | (21,799) |
Cash flows from financing activities: | ||
Repurchase of common stock | (4,681) | |
Principal payments on long-term debt | (5,930) | (5,363) |
Net borrowings under credit facility | 24,011 | 20,284 |
Net cash provided by financing activities | 13,400 | 14,921 |
Net increase in cash and cash equivalents | 219 | 1,174 |
Cash and cash equivalents: | ||
Beginning of period | 5,572 | 5,170 |
End of period | $ 5,791 | $ 6,344 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Oct. 28, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. Basis of Presentation In the opinion of management of Destination XL Group, Inc., a Delaware corporation (formerly known as Casual Male Retail Group, Inc. and, collectively with its subsidiaries, referred to as the “Company”), the accompanying unaudited consolidated financial statements contain all adjustments necessary for a fair presentation of the interim financial statements. These financial statements do not include all disclosures associated with annual financial statements and, accordingly, should be read in conjunction with the notes to the Company’s audited consolidated financial statements for the fiscal year ended January 28, 2017 included in the Company’s Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on March 20, 2017. The information set forth in these statements may be subject to normal year-end adjustments. The information reflects all adjustments that, in the opinion of management, are necessary to present fairly the Company’s results of operations, financial position and cash flows for the periods indicated. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s business historically has been seasonal in nature, and the results of the interim periods presented are not necessarily indicative of the results to be expected for the full year. The Company’s fiscal year is a 52- or 53- week period ending on the Saturday closest to January 31. Fiscal 2017 is a 53-week period ending on February 3, 2018 and fiscal 2016 was a 52-week period ending on January 28, 2017. Segment Information The Company reports its operations as one reportable segment, Big & Tall Men’s Apparel, which consists of two principal operating segments: its retail business and its direct business. The Company considers its operating segments to be similar in terms of economic characteristics, production processes and operations, and has therefore aggregated them into a single reporting segment, consistent with its omni-channel business approach. The direct operating segment includes the operating results and assets for LivingXL ® ® Intangibles At October 28, 2017, the “Casual Male” trademark had a carrying value of $0.4 million and is considered a definite-lived asset. The Company is amortizing the remaining carrying value on an accelerated basis, consistent with projected cash flows through fiscal 2018, its estimated remaining useful life. The Company’s “Rochester” trademark is considered an indefinite-lived intangible asset and has a carrying value of $1.5 million. During the nine months ended October 28, 2017, no event or circumstance occurred which would cause a reduction in the fair value of the Company’s reporting units, requiring interim testing of the Company’s “Rochester” trademark. Fair Value of Financial Instruments ASC Topic 825, Financial Instruments, requires disclosure of the fair value of certain financial instruments. ASC Topic 820, “ Fair Value Measurements and Disclosures The valuation techniques utilized are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect internal market assumptions. These two types of inputs create the following fair value hierarchy: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of assets or liabilities. The Company utilizes observable market inputs (quoted market prices) when measuring fair value whenever possible. The fair value of long-term debt is classified within Level 2 of the valuation hierarchy. At October 28, 2017, the fair value approximated the carrying amount based upon terms available to the Company for borrowings with similar arrangements and remaining maturities. The fair value of indefinite-lived assets, which consists of the Company’s “Rochester” trademark, is measured on a non-recurring basis in connection with the Company’s annual impairment test. The fair value of the trademark is determined using a projected discounted cash flow analysis based on unobservable inputs and is classified within Level 3 of the valuation hierarchy. See Intangibles The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and short-term borrowings approximate fair value because of the short maturity of these instruments. Accumulated Other Comprehensive Income (Loss) - (“AOCI”) Other comprehensive income (loss) includes amounts related to foreign currency and pension plans and is reported in the Consolidated Statements of Comprehensive Income (Loss). Other comprehensive income and reclassifications from AOCI for the three and nine months ended October 28, 2017 and October 29, 2016, respectively, were as follows: October 28, 2017 October 29, 2016 For the three months ended: (in thousands) Pension Plans Foreign Currency Total Pension Plans Foreign Currency Total Balance at beginning of the quarter $ (4,816 ) $ (565 ) $ (5,381 ) $ (5,639 ) $ (682 ) $ (6,321 ) Other comprehensive income (loss) before reclassifications, net of taxes 43 (52 ) (9 ) 61 (176 ) (115 ) Amounts reclassified from accumulated other comprehensive income, net of taxes (1) 167 — 167 176 — 176 Other comprehensive income (loss) for the period 210 (52 ) 158 237 (176 ) 61 Balance at end of quarter $ (4,606 ) $ (617 ) $ (5,223 ) $ (5,402 ) $ (858 ) $ (6,260 ) October 28, 2017 October 29, 2016 For the nine months ended: (in thousands) Pension Plans Foreign Currency Total Pension Plans Foreign Currency Total Balance at beginning of fiscal year $ (5,237 ) $ (781 ) $ (6,018 ) $ (6,113 ) $ (539 ) $ (6,652 ) Other comprehensive income (loss) before reclassifications, net of taxes 128 164 292 183 (319 ) (136 ) Amounts reclassified from accumulated other comprehensive income, net of taxes (1) 503 — 503 528 — 528 Other comprehensive income (loss) for the period 631 164 795 711 (319 ) 392 Balance at end of quarter $ (4,606 ) $ (617 ) $ (5,223 ) $ (5,402 ) $ (858 ) $ (6,260 ) (1) Includes the amortization of the unrecognized loss on pension plans which was charged to “Selling, General and Administrative” Expense on the Consolidated Statements of Operations for all periods presented. The amortization of the unrecognized loss, before tax, was $167,000 and $503,000 for the three and nine months ended October 28, 2017, respectively, and $176,000 and $528,000 for the three and nine months ended October 29, 2016, respectively. There was no tax benefit for any period. Revenue Recognition Revenue from the Company’s retail business is recorded upon purchase of merchandise by customers, net of an allowance for sales returns. Revenue from the Company’s direct business is recognized at the time a customer order is delivered, net of an allowance for sales returns. Store sales are defined as sales that originate and are fulfilled directly at the store level. E-commerce sales are defined as sales that originate online, including those initiated online at the store level. Stock-based Compensation All share-based payments, including grants of employee stock options and restricted stock, are recognized as an expense in the Consolidated Statements of Operations based on their fair values and vesting periods. The fair value of stock options is determined using the Black-Scholes valuation model and requires the input of subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them (the “expected term”), the estimated volatility of the Company’s common stock price over the expected term and the number of options that will ultimately not complete their vesting requirements (“forfeitures”). The Company reviews its valuation assumptions at each grant date and, as a result, is likely to change its valuation assumptions used to value employee stock-based awards granted in future periods. The values derived from using the Black-Scholes model are recognized as an expense over the vesting period, net of estimated forfeitures. The estimation of stock-based awards that will ultimately vest requires significant judgment. Actual results and future changes in estimates may differ from the Company’s current estimates. Impairment of Long-Lived Assets The Company reviews its long-lived assets for events or changes in circumstances that might indicate the carrying amount of the assets may not be recoverable. The Company assesses the recoverability of the assets by determining whether the carrying value of such assets over their respective remaining lives can be recovered through projected undiscounted future cash flows. The amount of impairment, if any, is measured based on projected discounted future cash flows using a discount rate reflecting the Company’s average cost of funds. In the second quarter of fiscal 2017, the Company recorded an impairment charge of $1.7 million for the write-down of property and equipment. The impairment charge related to a store where the carrying value exceeded fair value. The fair value of these assets, based on Level 3 inputs, was determined using estimated discounted cash flows. The impairment charge was included in Depreciation and Amortization on the Consolidated Statement of Operations for the nine months ended October 28, 2017. There was no material impairment of assets in the third quarter of fiscal 2017 or in the first nine months of fiscal 2016. Recently Adopted Accounting Pronouncements In July 2015, the FASB issued ASU 2015-11, " Inventory (Topic 330): Simplifying the Measurement of Inventory, adopted this pronouncement as of January 29, 2017. The adoption of this standard did not have a material impact on the Company’s Consolidated Financial Statements In March 2016, the FASB issued ASU 2016-09, “ Compensation - Stock Compensation (Topic 718) - Improvements to Employee Share-Based Payment Accounting Since there were for the nine months ended October 28, 2017 or October 29, 2016, this election did not result in a change in presentation on the Consolidated Statement of Cash Flows. Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, “ Revenue from Contracts with Customers Revenue Recognition Other Assets and Deferred Costs - Capitalized Advertising Costs In February 2016, the FASB issued ASU 2016-02, “ Leases (Topic 842) In the financial statements in which the ASU is first applied, leases shall be measured and recognized at the beginning of the earliest comparative period presented with an adjustment to equity. While the Company is still Consolidated Financial Statements, the Company expects a gross -up of its Consolidated Balance Sheets as a result of recognizing lease liabilities and right of use assets. The extent of such gross-up is under evaluation. In March 2016, the FASB issued ASU 2016 - 04 , “ Liabilities—Extinguishments of Liabilities: Recognition of Breakage for Certain Prepaid Stored-Value Products, ” which amends exempting gift cards and other prepaid stored-value products from the guidance on extinguishing financial liabilities. Rather, they will be subject to breakage accounting consistent with the new revenue guidance in Topic 606. However, the exemption only applies to breakage liabilities that are not subject to unclaimed property laws or that are attached to segregated bank accounts (e.g., consumer debit cards). The ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the adoption of this pronouncement to have a material impact on its Consolidated Financial Statements . In August 2016, the FASB issued ASU 2016-15, “ Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments which reduces the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230 The Company does not expect the adoption of this pronouncement to have a material impact on its Consolidated Financial Statements . In October 2016, the FASB issued ASU 2016-16, “ Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other Than Inventory reduces the existing diversity in practice in how income tax consequences of an intra-entity transfer of an asset other than inventory should be recognized. The amendments in ASU 2016 - 16 require an entity to recognize such income tax consequences when the intra-entity transfer occurs rather than waiting until such time as the asset has been sold to an outside party The Company does not expect the adoption of this pronouncement to have a material impact on its Consolidated Financial Statements . In May 2017, the FASB issued ASU 2017-09 Compensation—Stock Compensation (Topic 718)” The ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the adoption of this pronouncement to have a material impact on its Consolidated Financial Statements . No other new accounting pronouncements, issued or effective during the first nine months of fiscal 2017, have had or are expected to have a significant impact on the Company’s Consolidated Financial Statements. |
Debt
Debt | 9 Months Ended |
Oct. 28, 2017 | |
Debt Disclosure [Abstract] | |
Debt | 2. Debt Credit Agreement with Bank of America, N.A. On October 30, 2014, the Company amended its credit facility with Bank of America, N.A, effective October 29, 2014, by executing the Second Amendment to the Sixth Amended and Restated Loan and Security Agreement (as amended, the “Credit Facility”). The Credit Facility provides for maximum committed borrowings of $125 million. The Credit Facility includes, pursuant to an accordion feature, the ability to increase the Credit Facility by an additional $50 million upon the request of the Company and the agreement of the lender(s) participating in the increase. The Credit Facility includes a sublimit of $20 million for commercial and standby letters of credit and a sublimit of up to $15 million for swingline loans. The Company’s ability to borrow under the Credit Facility is determined using an availability formula based on eligible assets. The maturity date of the Credit Facility is October 29, 2019. The Company’s obligations under the Credit Facility are secured by a lien on substantially all of its assets, excluding (i) a first priority lien held by the lenders of the Term Loan Facility on certain equipment of the Company described below and (ii) intellectual property. At October 28, 2017, the Company had outstanding borrowings under the Credit Facility of $68.4 million, before unamortized debt issuance costs of $0.2 million. Outstanding standby letters of credit were $3.3 million and outstanding documentary letters of credit were $0.1 million. Unused excess availability at October 28, 2017 was $38.2 million. Average monthly borrowings outstanding under the Credit Facility during the first nine months of fiscal 2017 were $60.4 million, resulting in an average unused excess availability of approximately $43.3 million. The Company’s ability to borrow under the Credit Facility is determined using an availability formula based on eligible assets, with increased advance rates based on seasonality. Pursuant to the terms of the Credit Facility, if the Company’s excess availability under the Credit Facility fails to be equal to or greater than the greater of (i) 10% of the Loan Cap (defined in the Credit Facility as the lesser of the revolving credit commitments at such time or the borrowing base at the relevant measurement time) and (ii) $7.5 million, the Company will be required to maintain a minimum consolidated fixed charge coverage ratio of 1.0:1.0 in order to pursue certain transactions, including but not limited to, stock repurchases, payment of dividends and business acquisitions. Borrowings made pursuant to the Credit Facility will bear interest at a rate equal to the base rate (determined as the highest of (a) Bank of America N.A.’s prime rate, (b) the Federal Funds rate plus 0.50% or (c) the annual ICE-LIBOR rate (“LIBOR”) for the respective interest period) plus a varying percentage, based on the Company’s borrowing base, of 0.50%-0.75% for prime-based borrowings and 1.50%-1.75% for LIBOR-based borrowings. The Company is also subject to an unused line fee of 0.25%. At October 28, 2017, the Company’s prime-based interest rate was 4.75%. At October 28, 2017, the Company had approximately $64.0 million of its outstanding borrowings in LIBOR-based contracts with an interest rate of 2.70%. The LIBOR-based contracts expired on October 31, 2017. When a LIBOR-based borrowing expires, the borrowings revert back to prime-based borrowings unless the Company enters into a new LIBOR-based borrowing arrangement. The fair value of the amount outstanding under the Credit Facility at October 28, 2017 approximated the carrying value. Long-Term Debt Components of long-term debt are as follows: (in thousands) October 28, 2017 January 28, 2017 Equipment financing notes $ 1,409 $ 6,589 Term loan, due 2019 12,000 12,750 Less: unamortized debt issuance costs (221 ) (337 ) Total long-term debt 13,188 19,002 Less: current portion of long-term debt 2,296 6,941 Long-term debt, net of current portion $ 10,892 $ 12,061 Equipment Financing Loans Pursuant to a Master Loan and Security Agreement with Banc of America Leasing & Capital, LLC, dated July 20, 2007 and amended on September 30, 2013 (the “Master Agreement”), the Company entered into twelve equipment security notes between September 2013 and June 2014 (in aggregate, the “Notes”), whereby the Company borrowed an aggregate of $26.4 million. The Notes are for a term of 48 months and accrue interest at fixed rates ranging from 3.07% to 3.50%. Principal and interest are paid monthly, in arrears. The Notes are secured by a security interest in all of the Company’s rights, title and interest in and to certain equipment. The Company was subject to prepayment penalties through the second anniversary of each note. The Company is no longer subject to any prepayment penalties. The Master Agreement includes default provisions that are customary for financings of this type and are similar and no more restrictive than the Company’s existing Credit Facility. Term Loan On October 30, 2014, the Company entered into a term loan agreement with respect to a new $15 million senior secured term loan facility with Wells Fargo Bank, National Association as administrative and collateral agent (the “Term Loan Facility”). The effective date of the Term Loan Facility is October 29, 2014 (the “Effective Date”). The proceeds from the Term Loan Facility were used to repay borrowings under the Credit Facility. The Term Loan Facility bears interest at a rate per annum equal to the greater of (a) 1.00% and (b) the one month LIBOR rate, plus 6.50%. Interest payments are payable on the first business day of each calendar month, and increase by 2% following the occurrence and during the continuance of an “event of default,” as defined in the Term Loan Facility. The Term Loan Facility provides for quarterly principal payments on the first business day of each calendar quarter, which commenced the first business day of January 2015, in an aggregate principal amount equal to $250,000, subject to adjustment, with the balance payable on the termination date. The Term Loan Facility includes usual and customary mandatory prepayment provisions for transactions of this type that are triggered by the occurrence of certain events. In addition, the amounts advanced under the Term Loan Facility can be optionally prepaid in whole or part without penalty. The Term Loan Facility matures on October 29, 2019. It is secured by a first priority lien on certain equipment of the Company, and a second priority lien on substantially all of the remaining assets of the Company, excluding intellectual property. |
Long-Term Incentive Plans
Long-Term Incentive Plans | 9 Months Ended |
Oct. 28, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Long-Term Incentive Plans | 3. Long-Term Incentive Plans The following is a summary of the Company’s long-term incentive plans. Beginning on August 4, 2016, all equity awards granted under long-term incentive plans are issued from the Company’s stockholder-approved 2016 Incentive Compensation Plan. All prior awards were issued from the Company’s 2006 Incentive Compensation Plan, which expired on July 31, 2016. See Note 4, Stock-Based Compensation. 2016 Long-Term Incentive Wrap-Around Plan The 2016 Long-Term Incentive Wrap-Around Plan (the “Wrap-Around Plan”), which was approved in the fourth quarter of fiscal 2014, was a supplemental performance-based incentive plan that was only effective if there was no vesting of the performance-based awards under the 2013-2016 LTIP and, as a result, all performance-based awards under that plan are forfeited. The performance targets under the 2013-2016 LTIP were not achieved at the end of fiscal 2016 and accordingly, the Wrap-Around Plan became effective. The performance target under the Wrap-Around Plan consisted of two metrics, Sales and EBITDA, with threshold (50%), target (80%) and maximum (100%) payout levels. Each metric was weighted as 50% of the total performance target. However, in order for there to be any payout under either metric, EBITDA for fiscal 2016 had to be equal to or greater than the minimum threshold. The Wrap-Around Plan also provided for an opportunity to receive additional shares of restricted stock if the performance targets were achieved and the Company’s closing stock price was $6.75 or higher on the day earnings for fiscal 2016 were publicly released, which was March 20, 2017. The stock did not achieve a minimum of $6.75, therefore, no additional award was earned. Based on the operating results for fiscal 2016, the Company achieved a 50.6% payout of its EBITDA target. The minimum threshold for the Sales target was not achieved. Accordingly, subsequent to year-end, in the first quarter of fiscal 2017, the Compensation Committee of the Board of Directors approved awards totaling $2.3 million, with a grant date of March 20, 2017. On that date, the Company granted shares of restricted stock, with a fair value of approximately $1.0 million and cash awards totaling approximately $1.3 million. All awards vested on July 28, 2017. On March 20, 2017, in conjunction with the grant of restricted stock awards, the Company reclassified $0.9 million of the liability accrual from “ Accrued Expenses and Other Current Liabilities Additional Paid-In Capital. New Long-Term Incentive Plan With the 2013-2016 LTIP and Wrap-Around Plan expiring at the end of fiscal 2016, on March 15, 2016, the Compensation Committee approved the Destination XL Group, Inc. Long-Term Incentive Plan, as amended February 1, 2017 (the “new LTIP”). Under the terms of the new LTIP, each year the Compensation Committee will establish performance targets which will cover a two-year performance period (each a “Performance Period”), thereby creating overlapping Performance Periods. Each participant in the plan will be entitled to receive an award based on that participant’s “Target Cash Value” which is defined as the participant’s annual base salary (on the participant’s effective date) multiplied by his or her long-term incentive program percentage, which is 100% for the Company’s Chief Executive Officer, 70% for its senior executives and 25% for other participants in the plan. Because of the overlapping two-year Performance Periods, the Target Cash Value for any award is based on one year of annual salary, as opposed to two years, to avoid doubling an award payout in any given fiscal year. For each participant, 50% of the Target Cash Value is subject to time-based vesting and 50% is subject to performance-based vesting. The time-vested portion of the award will vest in two installments with 50% of the time-vested portion vesting on April 1 following the fiscal year end which marks the end of the applicable Performance Period and 50% vesting on April 1 the succeeding year. The performance-based vesting is subject to the achievement of the performance target(s) for the applicable Performance Period. Performance awards granted will vest on August 31 following the end of the applicable Performance Period. For the 2016-2017 Performance Period, the Compensation Committee established two performance targets under the LTIP (the “2016-2017 LTIP”), each weighted 50%. The first target is EBITDA for fiscal 2017, defined as earnings before interest, taxes, depreciation and amortization, and the second target is “DXL Comparable Store Marginal Cash-Over-Cash Return”, defined as the aggregate of each comparable DXL store’s four-wall cash flow for fiscal 2017 divided by the aggregate capital investment, net of any tenant allowance, for each comparable DXL store. For the 2017-2018 Performance Period, the Compensation Committee established two performance targets under the LTIP (the “2017-2018 LTIP”), each weighted 50%. The first target is Total Company Comparable Sales and will be measured based on a two-year stack, which is the sum of the Total Company Comparable Sales for fiscal 2017 and fiscal 2018. The second target is a Modified ROIC, which is defined as Operating Income divided by Invested Capital (Total Debt plus Stockholders’ Equity). All awards granted under both the 2016-2017 LTIP and 2017-2018 LTIP were in restricted stock units (RSUs). Assuming that the Company achieves the performance target at target levels and all time-vested awards vest, the compensation expense associated with the 2016-2017 LTIP and 2017-2018 LTIP is estimated to be approximately $4.0 million and $4.2 million, respectively. Approximately half of the compensation expense for each plan relates to the time-vested RSUs, which are being expensed over thirty-six months, based on the respective vesting dates. With respect to the performance-based component, RSUs will be granted at the end of the performance period if the performance targets are achieved. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Oct. 28, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 4. Stock-Based Compensation Through the end of the second quarter of fiscal 2016, the Company’s 2006 Incentive Compensation Plan (as amended and restated effective as of August 1, 2013, the “2006 Plan”) was the only stockholder-approved plan. The 2006 Plan expired on July 31, 2016. In the third quarter of fiscal 2016, at the Company’s 2016 Annual Meeting of Stockholders held August 4, 2016, the Company’s stockholders approved the adoption of the 2016 Incentive Compensation Plan (the “2016 Plan”). 2016 Plan The initial share reserve under the 2016 Plan, including the rollover of 525,538 available shares under our 2006 Plan was 5,725,538 shares of our common stock. A grant of a stock option award or stock appreciation right will reduce the outstanding reserve on a one-for-one basis, meaning one share for every share granted. A grant of a full-value award, including, but not limited to, restricted stock, restricted stock units and deferred stock, will reduce the outstanding reserve by a fixed ratio of 1.9 shares for every share granted. In accordance with the terms of the 2016 Plan, any shares outstanding under the 2006 Plan at August 4, 2016 that subsequently terminate, expire or are canceled for any reason without having been exercised or paid are added back and become available for issuance under the 2016 Plan, with options and stock appreciation rights being added back on a one-for-one basis and full-value awards being added back on a 1 to 1.9 basis. At October 28, 2017, the Company had 6,437,283 shares available under the 2016 Plan. The 2016 Plan is administered by the Compensation Committee. The Compensation Committee is authorized to make all determinations with respect to amounts and conditions covering awards. Options are not granted at a price less than fair value on the date of the grant. Except with respect to 5% of the shares available for awards under the 2016 Plan, no award will become exercisable unless such award has been outstanding for a minimum period of one year from its date of grant. The following tables summarize the share activity and stock option activity for the Company’s 2006 Plan and 2016 Plan, on a combined basis, for the first nine months of fiscal 2017: Restricted shares Restricted Stock Units (1) Deferred shares (2) Fully-vested shares (3) Total number of shares Weighted-average grant-date fair value (4) Shares Outstanding non-vested shares at beginning of year 856,332 369,828 64,876 — 1,291,036 $ 5.09 Shares granted 484,558 804,701 74,968 66,325 1,430,552 $ 2.68 Shares vested/issued (430,336 ) (27,697 ) (44,599 ) (66,325 ) (568,957 ) $ 2.66 Shares canceled (857,221 ) (37,649 ) — — (894,870 ) $ 4.94 Outstanding non-vested shares at end of quarter 53,333 1,109,183 95,245 — 1,257,761 $ 3.52 (1) Restricted Stock Units (“RSUs”) were primarily granted in connection with the 2017-2018 LTIP. The RSUs will vest in two tranches with the first 50% vesting on April 1, 2019 and the second 50% vesting on April 1, 2020. (2) The 74,968 shares of deferred stock, with a fair value of $182,852, represent compensation to certain directors in lieu of cash, in accordance with their irrevocable elections. The shares of deferred stock will vest three years from the date of grant or at separation of service, based on the irrevocable election of each director. (3) During the first nine months of fiscal 2017, the Company granted 66,325 shares of stock, with a fair value of approximately $166,139, to certain directors as compensation in lieu of cash, in accordance with their irrevocable elections. Directors are required to elect 50% of their quarterly retainer in equity. Any shares in excess of the minimum required election are issued from the Company’s Third Amendment to the Second Amended and Restated Non-Employee Director Compensation Plan (“Non-Employee Director Compensation Plan”). (4) The fair value of a restricted share, deferred share and fully-vested share is equal to the Company’s closing stock price on the day immediately preceding the date of grant. Number of shares Weighted-average exercise price per option Weighted-average remaining contractual term Aggregate intrinsic value Stock Options Outstanding options at beginning of year 2,524,546 $ 4.98 $ 11,286 Options granted 30,000 $ 1.85 Options canceled (1,259,579 ) $ 5.05 Options exercised — — Outstanding options at end of quarter 1,294,967 $ 4.82 4.8 years $ 3,000 Options exercisable at end of quarter 1,294,967 $ 4.82 4.8 years Valuation Assumptions For the first nine months of fiscal 2017, the Company granted 30,000 stock options, 484,558 shares of restricted stock, 804,701 RSUs and 74,968 shares of deferred stock. For the first nine months of fiscal 2016, the Company granted 8,522 stock options, 3,834 shares of restricted stock, 431,270 RSUs and 23,570 shares of deferred stock. Unless otherwise specified by the Compensation Committee, RSUs, restricted stock and deferred stock are valued using the closing price of the Company’s common stock on the day immediately preceding the date of grant. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model. The following assumptions were used for grants for the first nine months of fiscal 2017 and fiscal 2016: October 28, 2017 October 29, 2016 Expected volatility 49.9 % 39.3 % Risk-free interest rate 1.44 % 0.78% Expected life 3.0 yrs 2.0 yrs Dividend rate — — Non-Employee Director Compensation Plan The Company granted 29,425 shares of common stock, with a fair value of approximately $71,454, to certain of its non-employee directors as compensation in lieu of cash in the first nine months of fiscal 2017. Stock Compensation Expense The Company recognized total stock-based compensation expense of $1.3 million and $1.1 million for the first nine months of fiscal 2017 and fiscal 2016, respectively. The total compensation cost related to time-vested stock options, restricted stock and RSU awards not yet recognized as of October 28, 2017 was approximately $2.4 million, net of estimated forfeitures, which will be expensed over a weighted average remaining life of 22 months. |
Earnings per Share
Earnings per Share | 9 Months Ended |
Oct. 28, 2017 | |
Earnings Per Share [Abstract] | |
Earnings per Share | 5. Earnings per Share The following table provides a reconciliation of the number of shares outstanding for basic and diluted earnings per share: For the three months ended For the nine months ended October 28, 2017 October 29, 2016 October 28, 2017 October 29, 2016 (in thousands ) Common Stock Outstanding: Basic weighted average common shares outstanding 48,607 49,552 48,966 49,532 Common stock equivalents – stock options and restricted stock (1) — — — — Diluted weighted average common shares outstanding 48,607 49,552 48,966 49,532 (1) Common stock equivalents of 92 shares and 67 shares for the three and nine months ended October 28, 2017, respectively, and 483 shares and 402 shares for the three and nine months ended October 29, 2016, respectively, were excluded due to the net loss in all periods. The following potential common stock equivalents were excluded from the computation of diluted earnings per share in each period because the exercise price of such options was greater than the average market price per share of common stock for the respective periods or because of the unearned compensation associated with either stock options, restricted stock units, restricted or deferred stock had an anti-dilutive effect. For the three months ended For the nine months ended October 28, 2017 October 29, 2016 October 28, 2017 October 29, 2016 (in thousands, except exercise prices) Stock Options (time-vested) 1,295 1,232 1,295 1,232 Restricted Stock Units (time-vested) 1,106 3 1,109 409 Restricted and Deferred Stock 54 2 78 10 Range of exercise prices of such options $1.85 - $4.49 - $1.85 - $4.49 - The above options, which were outstanding at October 28, 2017, expire from June 8, 2018 to August 31, 2027 There were no performance-based awards outstanding at October 28, 2017. For the third quarter and first nine months of fiscal 2016, 893,621 shares of unvested performance-based restricted stock and 1,125,317 performance-based stock options were excluded from the Company’s computation of basic and diluted earnings per share. All outstanding performance-based awards expired unvested in March 2017 as a result of the Company’s not achieving performance targets in fiscal 2016. Shares of unvested time-based restricted stock of 53,333 at October 28, 2017 and 356,227 shares at October 29, 2016 were excluded from the computation of basic earnings per share and will continue to be excluded until such shares vest. See Note 3, Long-Term Incentive Plans, for a discussion of the Company’s LTIP plans and equity awards. All 53,333 shares of restricted stock outstanding at October 28, 2017 are considered issued and outstanding. Each share of restricted stock has all of the rights of a holder of the Company’s common stock, including, but not limited to, the right to vote and the right to receive dividends, which rights are forfeited if the restricted stock is forfeited. |
Stock Repurchase Plan
Stock Repurchase Plan | 9 Months Ended |
Oct. 28, 2017 | |
Equity [Abstract] | |
Stock Repurchase Plan | 6. Stock Repurchase Plan On March 17, 2017, the Company’s Board of Directors approved a stock repurchase plan. Under the stock repurchase plan, the Company may purchase up to $12.0 million of its common stock through open market and privately negotiated transactions during fiscal 2017. The timing and the amount of any repurchases of common stock will be determined based on the Company’s evaluation of market conditions and other factors. The stock repurchase program commenced in the first quarter of fiscal 2017 and will expire on February 3, 2018, but may be suspended, terminated or modified at any time for any reason. The Company expects to finance the repurchases from operating funds and/or periodic borrowings on its Credit Facility. Any repurchased common stock will be held as treasury stock and will be recorded on a trade-date basis. Through October 28, 2017, the Company purchased 1,878,434 shares of common stock at an average price of $2.49 per share. Approximately $7.3 million remains available under the stock repurchase plan. There were no stock repurchases during the third quarter of fiscal 2017. |
Income Taxes
Income Taxes | 9 Months Ended |
Oct. 28, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes At October 28, 2017, the Company had total deferred tax assets of approximately $84.4 million, total deferred tax liabilities of $12.6 million and a corresponding valuation allowance of $72.0 million. In the fourth quarter of fiscal 2013, the Company entered into a three-year cumulative loss position and based on forecasts at that time, the Company expected the cumulative three-year loss to increase as of the end of fiscal 2014. Management determined that this represented significant negative evidence at February 1, 2014. While the Company has projected it will return to profitability, generate taxable income and ultimately emerge from a three-year cumulative loss, based on a consideration of all positive and negative evidence as of February 1, 2014, the Company established a full allowance against its net deferred tax assets. Based on the Company’s forecast for fiscal 2017, the Company believes that a full allowance remains appropriate at this time. As of October 28, 2017, the Company had net operating loss carryforwards of $155.9 million for federal income tax purposes and $88.8 million for state income tax purposes that are available to offset future taxable income through fiscal year 2037. Additionally, the Company has alternative minimum tax credit carryforwards of $2.3 million, which are available to further reduce income taxes over an indefinite period. Additionally, the Company has $2.6 million of net operating loss for tax purposes related to the Company’s operations in Canada. The utilization of net operating loss carryforwards and the realization of tax benefits in future years depends predominantly upon having taxable income. Under the provisions of the Internal Revenue Code, certain substantial changes in the Company’s ownership may result in a limitation on the amount of net operating loss carryforwards and tax credit carryforwards which may be used in future years. The Company’s tax provision for the first nine months of fiscal 2017 represented current state margin tax. For the first nine months of fiscal 2016 the tax provision primarily represents current state margin tax and foreign income tax. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The charge for taxation is based on the results for the year as adjusted for items that are non-assessable or disallowed. The charge is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Pursuant to Topic 740, “ Income Taxes The Company is subject to U.S. federal income tax as well as income tax of multiple state and foreign jurisdictions. The Company has concluded all U.S. federal income tax matters for years through fiscal 2001, with remaining fiscal years subject to income tax examination by federal tax authorities. |
Related Parties
Related Parties | 9 Months Ended |
Oct. 28, 2017 | |
Related Party Transactions [Abstract] | |
Related Parties | 8. Related Parties Oliver Walsh was elected as a director at the Company’s Annual Meeting of Stockholders on August 3, 2017. On August 17, 2017, Mr. Walsh entered into a temporary consulting agreement with the Company, to serve as the Company’s Interim Chief Marketing Officer through the Fall and Holiday selling seasons, while the Company searches for a new Chief Marketing Officer. Pursuant to the terms of the temporary consulting agreement, Mr. Walsh is entitled to receive compensation at a rate of $7,000 per week plus reimbursement for all business and travel expenses. Because of the related party relationship, the temporary consulting agreement was approved by the Company’s Audit Committee. Through the end of the third quarter of fiscal 2017, Mr. Walsh received total compensation pursuant to the temporary consulting agreement, excluding reimbursement of expenses, of $70,000. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Oct. 28, 2017 | |
Accounting Policies [Abstract] | |
Segment Information | Segment Information The Company reports its operations as one reportable segment, Big & Tall Men’s Apparel, which consists of two principal operating segments: its retail business and its direct business. The Company considers its operating segments to be similar in terms of economic characteristics, production processes and operations, and has therefore aggregated them into a single reporting segment, consistent with its omni-channel business approach. The direct operating segment includes the operating results and assets for LivingXL ® ® |
Intangibles | Intangibles At October 28, 2017, the “Casual Male” trademark had a carrying value of $0.4 million and is considered a definite-lived asset. The Company is amortizing the remaining carrying value on an accelerated basis, consistent with projected cash flows through fiscal 2018, its estimated remaining useful life. The Company’s “Rochester” trademark is considered an indefinite-lived intangible asset and has a carrying value of $1.5 million. During the nine months ended October 28, 2017, no event or circumstance occurred which would cause a reduction in the fair value of the Company’s reporting units, requiring interim testing of the Company’s “Rochester” trademark. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC Topic 825, Financial Instruments, requires disclosure of the fair value of certain financial instruments. ASC Topic 820, “ Fair Value Measurements and Disclosures The valuation techniques utilized are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect internal market assumptions. These two types of inputs create the following fair value hierarchy: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of assets or liabilities. The Company utilizes observable market inputs (quoted market prices) when measuring fair value whenever possible. The fair value of long-term debt is classified within Level 2 of the valuation hierarchy. At October 28, 2017, the fair value approximated the carrying amount based upon terms available to the Company for borrowings with similar arrangements and remaining maturities. The fair value of indefinite-lived assets, which consists of the Company’s “Rochester” trademark, is measured on a non-recurring basis in connection with the Company’s annual impairment test. The fair value of the trademark is determined using a projected discounted cash flow analysis based on unobservable inputs and is classified within Level 3 of the valuation hierarchy. See Intangibles The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and short-term borrowings approximate fair value because of the short maturity of these instruments. |
Accumulated Other Comprehensive Income (Loss) - ("AOCI") | Accumulated Other Comprehensive Income (Loss) - (“AOCI”) Other comprehensive income (loss) includes amounts related to foreign currency and pension plans and is reported in the Consolidated Statements of Comprehensive Income (Loss). Other comprehensive income and reclassifications from AOCI for the three and nine months ended October 28, 2017 and October 29, 2016, respectively, were as follows: October 28, 2017 October 29, 2016 For the three months ended: (in thousands) Pension Plans Foreign Currency Total Pension Plans Foreign Currency Total Balance at beginning of the quarter $ (4,816 ) $ (565 ) $ (5,381 ) $ (5,639 ) $ (682 ) $ (6,321 ) Other comprehensive income (loss) before reclassifications, net of taxes 43 (52 ) (9 ) 61 (176 ) (115 ) Amounts reclassified from accumulated other comprehensive income, net of taxes (1) 167 — 167 176 — 176 Other comprehensive income (loss) for the period 210 (52 ) 158 237 (176 ) 61 Balance at end of quarter $ (4,606 ) $ (617 ) $ (5,223 ) $ (5,402 ) $ (858 ) $ (6,260 ) October 28, 2017 October 29, 2016 For the nine months ended: (in thousands) Pension Plans Foreign Currency Total Pension Plans Foreign Currency Total Balance at beginning of fiscal year $ (5,237 ) $ (781 ) $ (6,018 ) $ (6,113 ) $ (539 ) $ (6,652 ) Other comprehensive income (loss) before reclassifications, net of taxes 128 164 292 183 (319 ) (136 ) Amounts reclassified from accumulated other comprehensive income, net of taxes (1) 503 — 503 528 — 528 Other comprehensive income (loss) for the period 631 164 795 711 (319 ) 392 Balance at end of quarter $ (4,606 ) $ (617 ) $ (5,223 ) $ (5,402 ) $ (858 ) $ (6,260 ) (1) Includes the amortization of the unrecognized loss on pension plans which was charged to “Selling, General and Administrative” Expense on the Consolidated Statements of Operations for all periods presented. The amortization of the unrecognized loss, before tax, was $167,000 and $503,000 for the three and nine months ended October 28, 2017, respectively, and $176,000 and $528,000 for the three and nine months ended October 29, 2016, respectively. There was no tax benefit for any period. |
Revenue Recognition | Revenue Recognition Revenue from the Company’s retail business is recorded upon purchase of merchandise by customers, net of an allowance for sales returns. Revenue from the Company’s direct business is recognized at the time a customer order is delivered, net of an allowance for sales returns. Store sales are defined as sales that originate and are fulfilled directly at the store level. E-commerce sales are defined as sales that originate online, including those initiated online at the store level. |
Stock-based Compensation | Stock-based Compensation All share-based payments, including grants of employee stock options and restricted stock, are recognized as an expense in the Consolidated Statements of Operations based on their fair values and vesting periods. The fair value of stock options is determined using the Black-Scholes valuation model and requires the input of subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them (the “expected term”), the estimated volatility of the Company’s common stock price over the expected term and the number of options that will ultimately not complete their vesting requirements (“forfeitures”). The Company reviews its valuation assumptions at each grant date and, as a result, is likely to change its valuation assumptions used to value employee stock-based awards granted in future periods. The values derived from using the Black-Scholes model are recognized as an expense over the vesting period, net of estimated forfeitures. The estimation of stock-based awards that will ultimately vest requires significant judgment. Actual results and future changes in estimates may differ from the Company’s current estimates. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets for events or changes in circumstances that might indicate the carrying amount of the assets may not be recoverable. The Company assesses the recoverability of the assets by determining whether the carrying value of such assets over their respective remaining lives can be recovered through projected undiscounted future cash flows. The amount of impairment, if any, is measured based on projected discounted future cash flows using a discount rate reflecting the Company’s average cost of funds. In the second quarter of fiscal 2017, the Company recorded an impairment charge of $1.7 million for the write-down of property and equipment. The impairment charge related to a store where the carrying value exceeded fair value. The fair value of these assets, based on Level 3 inputs, was determined using estimated discounted cash flows. The impairment charge was included in Depreciation and Amortization on the Consolidated Statement of Operations for the nine months ended October 28, 2017. There was no material impairment of assets in the third quarter of fiscal 2017 or in the first nine months of fiscal 2016. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In July 2015, the FASB issued ASU 2015-11, " Inventory (Topic 330): Simplifying the Measurement of Inventory, adopted this pronouncement as of January 29, 2017. The adoption of this standard did not have a material impact on the Company’s Consolidated Financial Statements In March 2016, the FASB issued ASU 2016-09, “ Compensation - Stock Compensation (Topic 718) - Improvements to Employee Share-Based Payment Accounting Since there were for the nine months ended October 28, 2017 or October 29, 2016, this election did not result in a change in presentation on the Consolidated Statement of Cash Flows. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, “ Revenue from Contracts with Customers Revenue Recognition Other Assets and Deferred Costs - Capitalized Advertising Costs In February 2016, the FASB issued ASU 2016-02, “ Leases (Topic 842) In the financial statements in which the ASU is first applied, leases shall be measured and recognized at the beginning of the earliest comparative period presented with an adjustment to equity. While the Company is still Consolidated Financial Statements, the Company expects a gross -up of its Consolidated Balance Sheets as a result of recognizing lease liabilities and right of use assets. The extent of such gross-up is under evaluation. In March 2016, the FASB issued ASU 2016 - 04 , “ Liabilities—Extinguishments of Liabilities: Recognition of Breakage for Certain Prepaid Stored-Value Products, ” which amends exempting gift cards and other prepaid stored-value products from the guidance on extinguishing financial liabilities. Rather, they will be subject to breakage accounting consistent with the new revenue guidance in Topic 606. However, the exemption only applies to breakage liabilities that are not subject to unclaimed property laws or that are attached to segregated bank accounts (e.g., consumer debit cards). The ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the adoption of this pronouncement to have a material impact on its Consolidated Financial Statements . In August 2016, the FASB issued ASU 2016-15, “ Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments which reduces the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230 The Company does not expect the adoption of this pronouncement to have a material impact on its Consolidated Financial Statements . In October 2016, the FASB issued ASU 2016-16, “ Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other Than Inventory reduces the existing diversity in practice in how income tax consequences of an intra-entity transfer of an asset other than inventory should be recognized. The amendments in ASU 2016 - 16 require an entity to recognize such income tax consequences when the intra-entity transfer occurs rather than waiting until such time as the asset has been sold to an outside party The Company does not expect the adoption of this pronouncement to have a material impact on its Consolidated Financial Statements . In May 2017, the FASB issued ASU 2017-09 Compensation—Stock Compensation (Topic 718)” The ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the adoption of this pronouncement to have a material impact on its Consolidated Financial Statements . No other new accounting pronouncements, issued or effective during the first nine months of fiscal 2017, have had or are expected to have a significant impact on the Company’s Consolidated Financial Statements. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 9 Months Ended |
Oct. 28, 2017 | |
Accounting Policies [Abstract] | |
Other Comprehensive Income and Reclassifications from AOCI | Other comprehensive income (loss) includes amounts related to foreign currency and pension plans and is reported in the Consolidated Statements of Comprehensive Income (Loss). Other comprehensive income and reclassifications from AOCI for the three and nine months ended October 28, 2017 and October 29, 2016, respectively, were as follows: October 28, 2017 October 29, 2016 For the three months ended: (in thousands) Pension Plans Foreign Currency Total Pension Plans Foreign Currency Total Balance at beginning of the quarter $ (4,816 ) $ (565 ) $ (5,381 ) $ (5,639 ) $ (682 ) $ (6,321 ) Other comprehensive income (loss) before reclassifications, net of taxes 43 (52 ) (9 ) 61 (176 ) (115 ) Amounts reclassified from accumulated other comprehensive income, net of taxes (1) 167 — 167 176 — 176 Other comprehensive income (loss) for the period 210 (52 ) 158 237 (176 ) 61 Balance at end of quarter $ (4,606 ) $ (617 ) $ (5,223 ) $ (5,402 ) $ (858 ) $ (6,260 ) October 28, 2017 October 29, 2016 For the nine months ended: (in thousands) Pension Plans Foreign Currency Total Pension Plans Foreign Currency Total Balance at beginning of fiscal year $ (5,237 ) $ (781 ) $ (6,018 ) $ (6,113 ) $ (539 ) $ (6,652 ) Other comprehensive income (loss) before reclassifications, net of taxes 128 164 292 183 (319 ) (136 ) Amounts reclassified from accumulated other comprehensive income, net of taxes (1) 503 — 503 528 — 528 Other comprehensive income (loss) for the period 631 164 795 711 (319 ) 392 Balance at end of quarter $ (4,606 ) $ (617 ) $ (5,223 ) $ (5,402 ) $ (858 ) $ (6,260 ) (1) Includes the amortization of the unrecognized loss on pension plans which was charged to “Selling, General and Administrative” Expense on the Consolidated Statements of Operations for all periods presented. The amortization of the unrecognized loss, before tax, was $167,000 and $503,000 for the three and nine months ended October 28, 2017, respectively, and $176,000 and $528,000 for the three and nine months ended October 29, 2016, respectively. There was no tax benefit for any period. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Oct. 28, 2017 | |
Debt Disclosure [Abstract] | |
Components of Long-Term Debt | Components of long-term debt are as follows: (in thousands) October 28, 2017 January 28, 2017 Equipment financing notes $ 1,409 $ 6,589 Term loan, due 2019 12,000 12,750 Less: unamortized debt issuance costs (221 ) (337 ) Total long-term debt 13,188 19,002 Less: current portion of long-term debt 2,296 6,941 Long-term debt, net of current portion $ 10,892 $ 12,061 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Oct. 28, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Valuation Assumptions for Stock Options | The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model. The following assumptions were used for grants for the first nine months of fiscal 2017 and fiscal 2016: October 28, 2017 October 29, 2016 Expected volatility 49.9 % 39.3 % Risk-free interest rate 1.44 % 0.78% Expected life 3.0 yrs 2.0 yrs Dividend rate — — |
Employee Stock Plan, 2006 Plan and 2016 Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Restricted Stock Activity | The following tables summarize the share activity and stock option activity for the Company’s 2006 Plan and 2016 Plan, on a combined basis, for the first nine months of fiscal 2017: Restricted shares Restricted Stock Units (1) Deferred shares (2) Fully-vested shares (3) Total number of shares Weighted-average grant-date fair value (4) Shares Outstanding non-vested shares at beginning of year 856,332 369,828 64,876 — 1,291,036 $ 5.09 Shares granted 484,558 804,701 74,968 66,325 1,430,552 $ 2.68 Shares vested/issued (430,336 ) (27,697 ) (44,599 ) (66,325 ) (568,957 ) $ 2.66 Shares canceled (857,221 ) (37,649 ) — — (894,870 ) $ 4.94 Outstanding non-vested shares at end of quarter 53,333 1,109,183 95,245 — 1,257,761 $ 3.52 (1) Restricted Stock Units (“RSUs”) were primarily granted in connection with the 2017-2018 LTIP. The RSUs will vest in two tranches with the first 50% vesting on April 1, 2019 and the second 50% vesting on April 1, 2020. (2) The 74,968 shares of deferred stock, with a fair value of $182,852, represent compensation to certain directors in lieu of cash, in accordance with their irrevocable elections. The shares of deferred stock will vest three years from the date of grant or at separation of service, based on the irrevocable election of each director. (3) During the first nine months of fiscal 2017, the Company granted 66,325 shares of stock, with a fair value of approximately $166,139, to certain directors as compensation in lieu of cash, in accordance with their irrevocable elections. Directors are required to elect 50% of their quarterly retainer in equity. Any shares in excess of the minimum required election are issued from the Company’s Third Amendment to the Second Amended and Restated Non-Employee Director Compensation Plan (“Non-Employee Director Compensation Plan”). (4) The fair value of a restricted share, deferred share and fully-vested share is equal to the Company’s closing stock price on the day immediately preceding the date of grant. |
Stock Option Activity | Number of shares Weighted-average exercise price per option Weighted-average remaining contractual term Aggregate intrinsic value Stock Options Outstanding options at beginning of year 2,524,546 $ 4.98 $ 11,286 Options granted 30,000 $ 1.85 Options canceled (1,259,579 ) $ 5.05 Options exercised — — Outstanding options at end of quarter 1,294,967 $ 4.82 4.8 years $ 3,000 Options exercisable at end of quarter 1,294,967 $ 4.82 4.8 years |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Oct. 28, 2017 | |
Earnings Per Share [Abstract] | |
Reconciliation of Number of Shares Outstanding for Basic and Diluted Earnings Per Share | The following table provides a reconciliation of the number of shares outstanding for basic and diluted earnings per share: For the three months ended For the nine months ended October 28, 2017 October 29, 2016 October 28, 2017 October 29, 2016 (in thousands ) Common Stock Outstanding: Basic weighted average common shares outstanding 48,607 49,552 48,966 49,532 Common stock equivalents – stock options and restricted stock (1) — — — — Diluted weighted average common shares outstanding 48,607 49,552 48,966 49,532 (1) Common stock equivalents of 92 shares and 67 shares for the three and nine months ended October 28, 2017, respectively, and 483 shares and 402 shares for the three and nine months ended October 29, 2016, respectively, were excluded due to the net loss in all periods. |
Potential Common Stock Equivalents Excluded from Computation of Diluted Earnings Per Share | The following potential common stock equivalents were excluded from the computation of diluted earnings per share in each period because the exercise price of such options was greater than the average market price per share of common stock for the respective periods or because of the unearned compensation associated with either stock options, restricted stock units, restricted or deferred stock had an anti-dilutive effect. For the three months ended For the nine months ended October 28, 2017 October 29, 2016 October 28, 2017 October 29, 2016 (in thousands, except exercise prices) Stock Options (time-vested) 1,295 1,232 1,295 1,232 Restricted Stock Units (time-vested) 1,106 3 1,109 409 Restricted and Deferred Stock 54 2 78 10 Range of exercise prices of such options $1.85 - $4.49 - $1.85 - $4.49 - |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2017USD ($) | Jul. 29, 2017USD ($) | Oct. 28, 2017USD ($)Segment | Oct. 29, 2016USD ($) | |
Accounting Policies [Line Items] | ||||
Number of reportable segments | Segment | 1 | |||
Number of operating segments | Segment | 2 | |||
Impairment charge | $ 0 | $ 1,700,000 | $ 0 | |
Rochester Trademark | ||||
Accounting Policies [Line Items] | ||||
Indefinite-lived intangible asset, carrying value | 1,500,000 | $ 1,500,000 | ||
Casual Male Trademark | ||||
Accounting Policies [Line Items] | ||||
Definite-lived intangible assets, carrying value | $ 400,000 | $ 400,000 | ||
Intangible assets, amortization period | 2,018 |
Basis of Presentation - Other C
Basis of Presentation - Other Comprehensive Income and Reclassifications from AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 28, 2017 | Oct. 29, 2016 | Oct. 28, 2017 | Oct. 29, 2016 | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Beginning Balance | $ 88,520 | ||||
Other comprehensive income, net of tax | $ 158 | $ 61 | 795 | $ 392 | |
Ending Balance | 71,779 | 71,779 | |||
Pension Plans | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Beginning Balance | (4,816) | (5,639) | (5,237) | (6,113) | |
Other comprehensive income (loss) before reclassifications, net of taxes | 43 | 61 | 128 | 183 | |
Amounts reclassified from accumulated other comprehensive income, net of taxes | [1] | 167 | 176 | 503 | 528 |
Other comprehensive income, net of tax | 210 | 237 | 631 | 711 | |
Ending Balance | (4,606) | (5,402) | (4,606) | (5,402) | |
Foreign Currency | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Beginning Balance | (565) | (682) | (781) | (539) | |
Other comprehensive income (loss) before reclassifications, net of taxes | (52) | (176) | 164 | (319) | |
Other comprehensive income, net of tax | (52) | (176) | 164 | (319) | |
Ending Balance | (617) | (858) | (617) | (858) | |
Accumulated Other Comprehensive Income (Loss) | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Beginning Balance | (5,381) | (6,321) | (6,018) | (6,652) | |
Other comprehensive income (loss) before reclassifications, net of taxes | (9) | (115) | 292 | (136) | |
Amounts reclassified from accumulated other comprehensive income, net of taxes | [1] | 167 | 176 | 503 | 528 |
Other comprehensive income, net of tax | 158 | 61 | 795 | 392 | |
Ending Balance | $ (5,223) | $ (6,260) | $ (5,223) | $ (6,260) | |
[1] | Includes the amortization of the unrecognized loss on pension plans which was charged to “Selling, General and Administrative” Expense on the Consolidated Statements of Operations for all periods presented. The amortization of the unrecognized loss, before tax, was $167,000 and $503,000 for the three and nine months ended October 28, 2017, respectively, and $176,000 and $528,000 for the three and nine months ended October 29, 2016, respectively. There was no tax benefit for any period. |
Basis of Presentation - Other23
Basis of Presentation - Other Comprehensive Income and Reclassifications from AOCI (Parenthetical) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2017 | Oct. 29, 2016 | Oct. 28, 2017 | Oct. 29, 2016 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Selling, general and administrative | $ 41,968,000 | $ 41,383,000 | $ 137,204,000 | $ 129,051,000 |
Tax benefit | 34,000 | 64,000 | 126,000 | |
Reclassification out of Accumulated Other Comprehensive Income | Pension Plans | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Selling, general and administrative | 167,000 | 176,000 | 503,000 | 528,000 |
Tax benefit | $ 0 | $ 0 | $ 0 | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Details) | Oct. 30, 2014USD ($) | Oct. 28, 2017USD ($)Note | Jan. 28, 2017USD ($) |
Debt Instrument [Line Items] | |||
Unamortized debt issuance costs | $ 221,000 | $ 337,000 | |
Credit Facility | |||
Debt Instrument [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 125,000,000 | ||
Line of credit facility, potential maximum borrowing capacity | $ 50,000,000 | ||
Line of credit facility, expiration date | Oct. 29, 2019 | ||
Line of credit facility, amount outstanding | $ 68,400,000 | ||
Unamortized debt issuance costs | 200,000 | ||
Line of credit facility, remaining borrowing capacity | 38,200,000 | ||
Line of credit facility, average monthly outstanding amount | 60,400,000 | ||
Line of credit facility, average unused excess availability | $ 43,300,000 | ||
Debt instrument interest rate | 10.00% | ||
Line of credit facility | $ 7,500,000 | ||
Line of credit facility, interest rate description | Borrowings made pursuant to the Credit Facility will bear interest at a rate equal to the base rate (determined as the highest of (a) Bank of America N.A.’s prime rate, (b) the Federal Funds rate plus 0.50% or (c) the annual ICE-LIBOR rate (“LIBOR”) for the respective interest period) plus a varying percentage, based on the Company’s borrowing base, of 0.50%-0.75% for prime-based borrowings and 1.50%-1.75% for LIBOR-based borrowings | ||
Unused line fee | 0.25% | ||
Credit Facility | Federal Funds Rate | |||
Debt Instrument [Line Items] | |||
Line of credit facility, basis spread on variable rate | 0.50% | ||
Credit Facility | Prime-based Borrowings | |||
Debt Instrument [Line Items] | |||
Line of credit facility interest rate | 4.75% | ||
Credit Facility | LIBOR-based Borrowings | |||
Debt Instrument [Line Items] | |||
Line of credit facility, expiration date | Oct. 31, 2017 | ||
Line of credit facility, amount outstanding | $ 64,000,000 | ||
Line of credit facility interest rate | 2.70% | ||
Credit Facility | Minimum | |||
Debt Instrument [Line Items] | |||
Debt Instrument Consolidated Fixed Coverage Ratio | 100.00% | ||
Credit Facility | Minimum | Prime-based Borrowings | |||
Debt Instrument [Line Items] | |||
Line of credit facility, basis spread on variable rate | 0.50% | ||
Credit Facility | Minimum | LIBOR-based Borrowings | |||
Debt Instrument [Line Items] | |||
Line of credit facility, basis spread on variable rate | 1.50% | ||
Credit Facility | Maximum | Prime-based Borrowings | |||
Debt Instrument [Line Items] | |||
Line of credit facility, basis spread on variable rate | 0.75% | ||
Credit Facility | Maximum | LIBOR-based Borrowings | |||
Debt Instrument [Line Items] | |||
Line of credit facility, basis spread on variable rate | 1.75% | ||
Master Agreement | |||
Debt Instrument [Line Items] | |||
Number of notes entered, equipment financing | Note | 12 | ||
Notes maturity term | 48 months | ||
Master Agreement | Banc of America Leasing & Capital, LLC | |||
Debt Instrument [Line Items] | |||
Aggregate amount of notes borrowed | $ 26,400,000 | ||
Master Agreement | Minimum | |||
Debt Instrument [Line Items] | |||
Notes fixed interest rate | 3.07% | ||
Master Agreement | Maximum | |||
Debt Instrument [Line Items] | |||
Notes fixed interest rate | 3.50% | ||
Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Line of credit facility, Initiation date | Oct. 30, 2014 | ||
Term Loan Facility | Term loan, due 2019 | |||
Debt Instrument [Line Items] | |||
Line of credit facility, basis spread on variable rate | 6.50% | ||
Notes fixed interest rate | 1.00% | ||
Secured term loan facility, face amount | $ 15,000,000 | ||
Secured term loan facility, effective date | Oct. 29, 2014 | ||
Debt Instrument, Interest Rate Terms | The Term Loan Facility bears interest at a rate per annum equal to the greater of (a) 1.00% and (b) the one month LIBOR rate, plus 6.50%. | ||
Debt Instrument, Payment Terms | Interest payments are payable on the first business day of each calendar month, and increase by 2% following the occurrence and during the continuance of an “event of default,” as defined in the Term Loan Facility | ||
Debt Instrument, Description of Variable Rate Basis | one month LIBOR rate | ||
Debt Instrument Interest Rate Increase Decrease Of Event Of Default | 2.00% | ||
Secured term loan facility, frequency of payments | quarterly | ||
Secured term loan facility, date of first required payment | Jan. 1, 2015 | ||
Secured term loan facility, periodic payment principal | $ 250,000 | ||
Debt instrument, maturity date | Oct. 29, 2019 | ||
Commercial and Standby Letters of Credit | Credit Facility | |||
Debt Instrument [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 20,000,000 | ||
Swingline Loans | Credit Facility | |||
Debt Instrument [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 15,000,000 | ||
Standby Letters of Credit | Credit Facility | |||
Debt Instrument [Line Items] | |||
Letters of credit outstanding, amount | $ 3,300,000 | ||
Documentary Letters of Credit | Credit Facility | |||
Debt Instrument [Line Items] | |||
Letters of credit outstanding, amount | $ 100,000 |
Debt - Components of Long-Term
Debt - Components of Long-Term Debt (Details) - USD ($) $ in Thousands | Oct. 28, 2017 | Jan. 28, 2017 |
Debt Instrument [Line Items] | ||
Less: unamortized debt issuance costs | $ (221) | $ (337) |
Total long-term debt | 13,188 | 19,002 |
Less: current portion of long-term debt | 2,296 | 6,941 |
Long-term debt, net of current portion | 10,892 | 12,061 |
Equipment financing notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,409 | 6,589 |
Term loan, due 2019 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 12,000 | $ 12,750 |
Long-Term Incentive Plans - Add
Long-Term Incentive Plans - Additional Information (Details) - USD ($) | Mar. 20, 2017 | Feb. 01, 2017 | Oct. 28, 2017 | Oct. 28, 2017 | Oct. 29, 2016 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Amount of liability reclassified from accrued expenses and other current liabilities to additional paid-in capital in conjunction with the grant of restricted stock awards | $ 920,000 | ||||
Stock compensation expense | $ 1,306,000 | $ 1,076,000 | |||
2006 Incentive Compensation Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Incentive plan expiration date | Jul. 31, 2016 | ||||
2016 Long Term Incentive Wrap Around Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Performance based compensation description | The stock did not achieve a minimum of $6.75, therefore, no additional award was earned. | ||||
Performance-based award payouts percentage | 50.60% | ||||
Shares granted | $ 2,300,000 | ||||
Cash awards | 1,300,000 | ||||
Amount of liability reclassified from accrued expenses and other current liabilities to additional paid-in capital in conjunction with the grant of restricted stock awards | 900,000 | ||||
2016 Long Term Incentive Wrap Around Plan | Minimum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Closing stock price | $ 6.75 | $ 6.75 | |||
2016 Long Term Incentive Wrap Around Plan | 2016 Wrap-Around Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Performance-based compensation percentage | 50.00% | ||||
2016 Long Term Incentive Wrap Around Plan | 2016 Wrap-Around Plan | Minimum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Performance-based compensation percentage | 80.00% | ||||
2016 Long Term Incentive Wrap Around Plan | 2016 Wrap-Around Plan | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Performance-based compensation percentage | 100.00% | ||||
2016 Long Term Incentive Wrap Around Plan | Restricted Stock | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares granted during the period, fair value | $ 1,000,000 | ||||
Awards vested date | Jul. 28, 2017 | ||||
New Long-Term Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Incentive plan terms | each year the Compensation Committee will establish performance targets which will cover a two-year performance period (each a “Performance Period”), thereby creating overlapping Performance Periods. Each participant in the plan will be entitled to receive an award based on that participant’s “Target Cash Value” which is defined as the participant’s annual base salary (on the participant’s effective date) multiplied by his or her long-term incentive program percentage, which is 100% for the Company’s Chief Executive Officer, 70% for its senior executives and 25% for other participants in the plan. Because of the overlapping two-year Performance Periods, the Target Cash Value for any award is based on one year of annual salary, as opposed to two years, to avoid doubling an award payout in any given fiscal year. | ||||
Incentive plan performance targets covering period | 2 years | ||||
Vesting plan | 50.00% | ||||
New Long-Term Incentive Plan | Chief Executive Officer | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Percentage of salary | 100.00% | ||||
New Long-Term Incentive Plan | Senior Executive | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Percentage of salary | 70.00% | ||||
New Long-Term Incentive Plan | Other Participants | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Percentage of salary | 25.00% | ||||
New Long-Term Incentive Plan | Time Based Vesting Schedule | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Percentage of benefit obligation | 50.00% | ||||
New Long-Term Incentive Plan | Performance Based Vesting Schedule | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Percentage of benefit obligation | 50.00% | ||||
2017-2018 Long Term Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share based compensation weighted based on sales used in calculation of performance targets | 50.00% | ||||
Stock compensation expense | $ 4,200,000 | ||||
2017-2018 Long Term Incentive Plan | Performance Based Vesting Schedule | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Accrued compensation expense | $ 0 | ||||
2016-2017 Long Term Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock compensation expense | $ 4,000,000 | ||||
2016-2017 Long Term Incentive Plan | Performance Based Vesting Schedule | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Accrued compensation expense | $ 300,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | Aug. 04, 2016 | Oct. 28, 2017 | Oct. 29, 2016 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock options granted | 30,000 | 8,522 | |
Stock compensation expense | $ 1,306,000 | $ 1,076,000 | |
Non Employee Directors | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares of common stock issued | 29,425 | ||
Fair value of common stock issued | $ 71,454 | ||
Restricted Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares granted | 484,558 | 3,834 | |
RSUs | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares granted | 804,701 | 431,270 | |
Deferred stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares granted | 74,968 | 23,570 | |
Time Vested Stock Options Restricted Stock and RSU Awards | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unrecognized stock compensation cost | $ 2,400,000 | ||
Unrecognized stock compensation cost weighted average recognition period | 22 months | ||
2016 Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Incentive plan expiration date | Jul. 31, 2016 | ||
Common stock reserve, shares | 5,725,538 | ||
Reduction in outstanding reserve for share granted | 1.00% | ||
Reduction in outstanding reserve for share granted, full-value award | 1.90% | ||
Share-based compensation arrangement by share-based payment award, description | In accordance with the terms of the 2016 Plan, any shares outstanding under the 2006 Plan at August 4, 2016 that subsequently terminate, expire or are canceled for any reason without having been exercised or paid are added back and become available for issuance under the 2016 Plan, with options and stock appreciation rights being added back on a one-for-one basis and full-value awards being added back on a 1 to 1.9 basis. At October 28, 2017, the Company had 6,437,283 shares available under the 2016 Plan. | ||
Shares available for grant | 6,437,283 | ||
Performance based compensation description | Plan are added back and become available for issuance under the 2016 Plan, with options and stock appreciation rights being added back on a one-for-one basis and full-value awards being added back on a 1 to1.9 basis. | ||
Number of additional shares authorized | 525,538 | ||
Percent of shares available for awards | 5.00% | ||
Share-based compensation description | Except with respect to 5% of the shares available for awards under the 2016 Plan, no award will become exercisable unless such award has been outstanding for a minimum period of one year from its date of grant. |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Activity for Non-Vested Shares under Two Thousand Six And Two Thousand Sixteen Plan (Details) - $ / shares | 9 Months Ended | ||
Oct. 28, 2017 | Oct. 29, 2016 | ||
Restricted Stock | |||
Total number of shares | |||
Shares granted | 484,558 | 3,834 | |
Restricted Stock Units | |||
Total number of shares | |||
Shares granted | 804,701 | 431,270 | |
Deferred stock | |||
Total number of shares | |||
Shares granted | 74,968 | 23,570 | |
Employee Stock Plan, 2006 Plan and 2016 Plan | |||
Total number of shares | |||
Outstanding non-vested shares at beginning of year | 1,291,036 | ||
Shares granted | 1,430,552 | ||
Shares vested/issued | (568,957) | ||
Shares canceled | (894,870) | ||
Outstanding non-vested shares at end of quarter | 1,257,761 | ||
Weighted-average Grant-Date Fair value | |||
Outstanding non-vested shares at beginning of year | [1] | $ 5.09 | |
Shares granted | [1] | 2.68 | |
Shares vested/issued | [1] | 2.66 | |
Shares canceled | [1] | 4.94 | |
Outstanding non-vested shares at end of quarter | [1] | $ 3.52 | |
Employee Stock Plan, 2006 Plan and 2016 Plan | Certain Directors | |||
Total number of shares | |||
Shares granted | 66,325 | ||
Employee Stock Plan, 2006 Plan and 2016 Plan | Restricted Stock | |||
Total number of shares | |||
Outstanding non-vested shares at beginning of year | 856,332 | ||
Shares granted | 484,558 | ||
Shares vested/issued | (430,336) | ||
Shares canceled | (857,221) | ||
Outstanding non-vested shares at end of quarter | 53,333 | ||
Employee Stock Plan, 2006 Plan and 2016 Plan | Restricted Stock Units | |||
Total number of shares | |||
Outstanding non-vested shares at beginning of year | [2] | 369,828 | |
Shares granted | [2] | 804,701 | |
Shares vested/issued | [2] | (27,697) | |
Shares canceled | [2] | (37,649) | |
Outstanding non-vested shares at end of quarter | [2] | 1,109,183 | |
Employee Stock Plan, 2006 Plan and 2016 Plan | Deferred stock | |||
Total number of shares | |||
Outstanding non-vested shares at beginning of year | [3] | 64,876 | |
Shares granted | 74,968 | ||
Shares vested/issued | [3] | (44,599) | |
Outstanding non-vested shares at end of quarter | [3] | 95,245 | |
Employee Stock Plan, 2006 Plan and 2016 Plan | Deferred stock | Certain Directors | |||
Total number of shares | |||
Shares granted | [3] | 74,968 | |
Employee Stock Plan, 2006 Plan and 2016 Plan | Fully-vested shares | |||
Total number of shares | |||
Shares vested/issued | [4] | (66,325) | |
Employee Stock Plan, 2006 Plan and 2016 Plan | Fully-vested shares | Certain Directors | |||
Total number of shares | |||
Shares granted | [4] | 66,325 | |
[1] | The fair value of a restricted share, deferred share and fully-vested share is equal to the Company’s closing stock price on the day immediately preceding the date of grant. | ||
[2] | Restricted Stock Units (“RSUs”) were primarily granted in connection with the 2017-2018 LTIP. The RSUs will vest in two tranches with the first 50% vesting on April 1, 2019 and the second 50% vesting on April 1, 2020. | ||
[3] | The 74,968 shares of deferred stock, with a fair value of $182,852, represent compensation to certain directors in lieu of cash, in accordance with their irrevocable elections. The shares of deferred stock will vest three years from the date of grant or at separation of service, based on the irrevocable election of each director. | ||
[4] | During the first nine months of fiscal 2017, the Company granted 66,325 shares of stock, with a fair value of approximately $166,139, to certain directors as compensation in lieu of cash, in accordance with their irrevocable elections. Directors are required to elect 50% of their quarterly retainer in equity. Any shares in excess of the minimum required election are issued from the Company’s Third Amendment to the Second Amended and Restated Non-Employee Director Compensation Plan (“Non-Employee Director Compensation Plan”). |
Stock-Based Compensation - Su29
Stock-Based Compensation - Summary of Activity for Non-Vested Shares under Two Thousand Six And Two Thousand Sixteen Plan (Parenthetical) (Details) - USD ($) | Apr. 01, 2020 | Apr. 01, 2019 | Oct. 28, 2017 | Oct. 29, 2016 | |
Restricted Stock Units | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares granted | 804,701 | 431,270 | |||
Deferred stock | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares granted | 74,968 | 23,570 | |||
Employee Stock Plan, 2006 Plan and 2016 Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares granted | 1,430,552 | ||||
Shares granted during the period, fair value | $ 182,852 | ||||
Share-based compensation arrangement by share-based payment award, vesting period | 3 years | ||||
Percentage of quarterly retainer | 50.00% | ||||
Employee Stock Plan, 2006 Plan and 2016 Plan | Certain Directors | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares granted | 66,325 | ||||
Shares granted during the period, fair value | $ 166,139 | ||||
Employee Stock Plan, 2006 Plan and 2016 Plan | Restricted Stock Units | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares granted | [1] | 804,701 | |||
Employee Stock Plan, 2006 Plan and 2016 Plan | Restricted Stock Units | Scenario, Forecast | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Vesting plan | 50.00% | 50.00% | |||
Employee Stock Plan, 2006 Plan and 2016 Plan | Deferred stock | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares granted | 74,968 | ||||
Employee Stock Plan, 2006 Plan and 2016 Plan | Deferred stock | Certain Directors | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares granted | [2] | 74,968 | |||
[1] | Restricted Stock Units (“RSUs”) were primarily granted in connection with the 2017-2018 LTIP. The RSUs will vest in two tranches with the first 50% vesting on April 1, 2019 and the second 50% vesting on April 1, 2020. | ||||
[2] | The 74,968 shares of deferred stock, with a fair value of $182,852, represent compensation to certain directors in lieu of cash, in accordance with their irrevocable elections. The shares of deferred stock will vest three years from the date of grant or at separation of service, based on the irrevocable election of each director. |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - USD ($) | 9 Months Ended | |
Oct. 28, 2017 | Oct. 29, 2016 | |
Number of Shares | ||
Options granted | 30,000 | 8,522 |
Employee Stock Plan, 2006 Plan and 2016 Plan | ||
Number of Shares | ||
Outstanding options at beginning of year | 2,524,546 | |
Options granted | 30,000 | |
Options canceled | (1,259,579) | |
Outstanding options at end of quarter | 1,294,967 | |
Options exercisable at end of quarter | 1,294,967 | |
Weighted-average exercise price per option | ||
Outstanding options at beginning of year | $ 4.98 | |
Options granted | 1.85 | |
Options canceled | 5.05 | |
Outstanding options at end of quarter | 4.82 | |
Options exercisable at end of quarter | $ 4.82 | |
Weighted-average remaining contractual term | ||
Outstanding options at end of quarter | 4 years 9 months 19 days | |
Options exercisable at end of quarter | 4 years 9 months 19 days | |
Aggregate Intrinsic Value | ||
Outstanding options at beginning of year | $ 11,286 | |
Outstanding options at end of quarter | $ 3,000 |
Stock-Based Compensation - Valu
Stock-Based Compensation - Valuation Assumptions for Stock Options (Details) | 9 Months Ended | |
Oct. 28, 2017 | Oct. 29, 2016 | |
Employee Service Share Based Compensation Aggregate Disclosures [Abstract] | ||
Expected volatility | 49.90% | 39.30% |
Risk-free interest rate | 1.44% | 0.78% |
Expected life | 3 years | 2 years |
Earnings per Share - Reconcilia
Earnings per Share - Reconciliation of Number of Shares Outstanding for Basic and Diluted Earning Per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2017 | Oct. 29, 2016 | Oct. 28, 2017 | Oct. 29, 2016 | |
Common Stock Outstanding: | ||||
Basic weighted average common shares outstanding | 48,607 | 49,552 | 48,966 | 49,532 |
Diluted weighted average common shares outstanding | 48,607 | 49,552 | 48,966 | 49,532 |
Earnings per Share - Reconcil33
Earnings per Share - Reconciliation of Number of Shares Outstanding for Basic and Diluted Earning Per Share (Parenthetical) (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2017 | Oct. 29, 2016 | Oct. 28, 2017 | Oct. 29, 2016 | |
Earnings Per Share [Abstract] | ||||
Common stock equivalents | 92 | 483 | 67 | 402 |
Earnings per Share - Potential
Earnings per Share - Potential Common Stock Equivalents Excluded From Computation of Diluted Earning Per Share (Details) - $ / shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2017 | Oct. 29, 2016 | Oct. 28, 2017 | Oct. 29, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti dilutive shares | 92 | 483 | 67 | 402 |
Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti dilutive shares | 1,295 | 1,232 | 1,295 | 1,232 |
Range of exercise prices of such options, minimum | $ 1.85 | $ 4.49 | $ 1.85 | $ 4.49 |
Range of exercise prices of such options, maximum | $ 7.02 | $ 7.52 | $ 7.02 | $ 7.52 |
Restricted Stock Units (time-vested) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti dilutive shares | 1,106 | 3 | 1,109 | 409 |
Restricted and Deferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti dilutive shares | 54 | 2 | 78 | 10 |
Earnings per Share - Additional
Earnings per Share - Additional Information (Details) - shares | 3 Months Ended | 9 Months Ended | |
Oct. 29, 2016 | Oct. 28, 2017 | Oct. 29, 2016 | |
Earnings Per Share [Line Items] | |||
Shares of restricted stock outstanding | 53,333 | ||
Performance Based Awards | |||
Earnings Per Share [Line Items] | |||
Securities excluded from computation of earnings per share, respective performance targets not yet achieved, amount | 0 | ||
Unvested performance-based restricted stock | |||
Earnings Per Share [Line Items] | |||
Securities excluded from computation of earnings per share, respective performance targets not yet achieved, amount | 893,621 | 893,621 | |
Performance-Based Stock Options and Restricted Stock Awards | |||
Earnings Per Share [Line Items] | |||
Securities excluded from computation of earnings per share, respective performance targets not yet achieved, amount | 1,125,317 | 1,125,317 | |
Stock Options | Minimum | |||
Earnings Per Share [Line Items] | |||
Share-based compensation arrangement, expiration date | Jun. 8, 2018 | ||
Stock Options | Maximum | |||
Earnings Per Share [Line Items] | |||
Share-based compensation arrangement, expiration date | Aug. 31, 2027 | ||
Unvested time-based restricted stock | |||
Earnings Per Share [Line Items] | |||
Dilutive shares | 53,333 | 356,227 |
Stock Repurchase Plan - Additio
Stock Repurchase Plan - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |
Oct. 28, 2017 | Oct. 28, 2017 | Mar. 17, 2017 | |
Stockholders Equity Note [Abstract] | |||
Stock repurchase program, authorized amount | $ 12,000,000 | ||
Stock repurchase program, expiration date | Feb. 3, 2018 | ||
Common stock shares repurchased | 0 | 1,878,434 | |
Stock repurchased, average price per share | $ 2.49 | ||
Stock repurchase program, remaining amount | $ 7,300,000 | $ 7,300,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) $ in Millions | 9 Months Ended |
Oct. 28, 2017USD ($) | |
Income Taxes [Line Items] | |
Deferred tax assets | $ 84.4 |
Deferred tax liabilities | 12.6 |
Deferred tax assets, valuation allowance | 72 |
Alternative minimum tax credits carryforwards | 2.3 |
Unrecognized tax benefit | 3 |
Federal | |
Income Taxes [Line Items] | |
Net operating loss carryforwards | 155.9 |
State and Local Jurisdiction | |
Income Taxes [Line Items] | |
Net operating loss carryforwards | $ 88.8 |
Domestic Tax Authority | |
Income Taxes [Line Items] | |
Net operating loss carryforwards, expiration year | 2,037 |
Canada | |
Income Taxes [Line Items] | |
Net operating loss carryforwards | $ 2.6 |
Related Parties - Additional In
Related Parties - Additional Information (Details) - Chief Marketing Officer - USD ($) | Aug. 17, 2017 | Oct. 28, 2017 |
Related Party Transaction [Line Items] | ||
Compensation to related party, per week | $ 7,000 | |
Compensation to related party, excluding reimbursement expenses | $ 70,000 |