Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Oct. 28, 2017 | Nov. 30, 2017 | |
Entity Registrant Name | BON TON STORES INC | |
Entity Central Index Key | 878,079 | |
Document Type | 10-Q | |
Document Period End Date | Oct. 28, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --02-03 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Common Stock | ||
Entity Common Stock, Shares Outstanding | 17,857,465 | |
Class A Common Stock | ||
Entity Common Stock, Shares Outstanding | 2,951,490 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Oct. 28, 2017 | Jan. 28, 2017 | Oct. 29, 2016 |
Current assets: | |||
Cash and cash equivalents | $ 7,268 | $ 6,736 | $ 6,975 |
Merchandise inventories | 851,662 | 724,454 | 945,902 |
Prepaid expenses and other current assets | 101,915 | 98,558 | 79,013 |
Total current assets | 960,845 | 829,748 | 1,031,890 |
Property, fixtures and equipment at cost, net of accumulated depreciation and amortization of $1,056,353, $1,016,532 and $1,024,435 at October 28, 2017, October 29, 2016 and January 28, 2017, respectively | 529,107 | 584,803 | 606,382 |
Intangible assets, net of accumulated amortization of $68,454, $66,533 and $65,646 at October 28, 2017, October 29, 2016 and January 28, 2017, respectively | 69,023 | 73,111 | 77,733 |
Other long-term assets | 27,620 | 17,401 | 18,421 |
Total assets | 1,586,595 | 1,505,063 | 1,734,426 |
Current liabilities: | |||
Accounts payable | 248,352 | 185,900 | 331,747 |
Accrued payroll and benefits | 22,136 | 25,821 | 21,693 |
Accrued expenses | 148,858 | 150,441 | 156,850 |
Revolving credit facility | 664,566 | ||
Current maturities of long-term debt | 57,208 | ||
Current maturities of capital lease and financing obligations | 7,152 | 6,685 | 5,806 |
Total current liabilities | 1,091,064 | 368,847 | 573,304 |
Long-term debt, less current maturities | 345,302 | 848,777 | 913,654 |
Capital lease and financing obligations, less current maturities | 128,719 | 133,857 | 135,534 |
Other long-term liabilities | 177,473 | 176,363 | 180,576 |
Total liabilities | 1,742,558 | 1,527,844 | 1,803,068 |
Contingencies (Note 10) | |||
Shareholders' deficit | |||
Preferred Stock - authorized 5,000,000 shares at $0.01 par value; no shares issued | |||
Treasury stock, at cost - 337,800 shares at October 28, 2017, October 29, 2016 and January 28, 2017 | (1,387) | (1,387) | (1,387) |
Additional paid-in capital | 167,376 | 166,932 | 166,394 |
Accumulated other comprehensive loss | (70,626) | (72,909) | (73,515) |
Accumulated deficit | (251,538) | (115,637) | (160,354) |
Total shareholders' deficit | (155,963) | (22,781) | (68,642) |
Total liabilities and shareholders' deficit | 1,586,595 | 1,505,063 | 1,734,426 |
Common Stock | |||
Shareholders' deficit | |||
Common Stock | 182 | 190 | 190 |
Total shareholders' deficit | 182 | 190 | 190 |
Class A Common Stock | |||
Shareholders' deficit | |||
Common Stock | 30 | 30 | 30 |
Total shareholders' deficit | $ 30 | $ 30 | $ 30 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Oct. 28, 2017 | Jan. 28, 2017 | Oct. 29, 2016 |
Property, fixtures and equipment at cost, accumulated depreciation and amortization (in dollars) | $ 1,056,353 | $ 1,024,435 | $ 1,016,532 |
Intangible assets, accumulated amortization (in dollars) | $ 68,454 | $ 65,646 | $ 66,533 |
Preferred Stock, authorized shares | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred Stock, shares issued | 0 | 0 | 0 |
Treasury stock, shares | 337,800 | 337,800 | 337,800 |
Common Stock | |||
Common Stock, authorized shares | 40,000,000 | 40,000,000 | 40,000,000 |
Common Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Common Stock, issued shares | 18,195,265 | 18,972,718 | 18,976,168 |
Class A Common Stock | |||
Common Stock, authorized shares | 20,000,000 | 20,000,000 | 20,000,000 |
Common Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Common Stock, issued shares | 2,951,490 | 2,951,490 | 2,951,490 |
Common Stock, outstanding shares | 2,951,490 | 2,951,490 | 2,951,490 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2017 | Oct. 29, 2016 | Oct. 28, 2017 | Oct. 29, 2016 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
Net sales | $ 545,337 | $ 589,942 | $ 1,585,902 | $ 1,723,309 |
Other income | 17,145 | 17,333 | 55,062 | 51,001 |
Total | 562,482 | 607,275 | 1,640,964 | 1,774,310 |
Costs and expenses: | ||||
Costs of merchandise sold | 365,077 | 382,892 | 1,053,833 | 1,118,078 |
Selling, general and administrative | 202,618 | 213,816 | 598,894 | 641,873 |
Depreciation and amortization | 19,830 | 22,304 | 65,172 | 70,497 |
Amortization of lease-related interests | 954 | 1,007 | 2,863 | 3,022 |
Impairment charges | 71 | 137 | 218 | 315 |
Loss from operations | (26,068) | (12,881) | (80,016) | (59,475) |
Interest expense, net | 18,915 | 18,183 | 54,962 | 48,431 |
Loss on extinguishment of debt | 676 | 559 | 676 | |
Loss before income taxes | (44,983) | (31,740) | (135,537) | (108,582) |
Income tax benefit | (106) | (158) | (136) | (446) |
Net loss | $ (44,877) | $ (31,582) | $ (135,401) | $ (108,136) |
Basic: | ||||
Net loss (in dollars per share) | $ (2.19) | $ (1.58) | $ (6.68) | $ (5.44) |
Diluted: | ||||
Net loss (in dollars per share) | $ (2.19) | $ (1.58) | $ (6.68) | $ (5.44) |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2017 | Oct. 29, 2016 | Oct. 28, 2017 | Oct. 29, 2016 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||||
Net loss | $ (44,877) | $ (31,582) | $ (135,401) | $ (108,136) |
Other comprehensive income, net of tax: | ||||
Pension and postretirement benefit plans | 765 | 873 | 2,283 | 2,607 |
Comprehensive loss | $ (44,112) | $ (30,709) | $ (133,118) | $ (105,529) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 28, 2017 | Oct. 29, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (135,401) | $ (108,136) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 65,172 | 70,497 |
Amortization of lease-related interests | 2,863 | 3,022 |
Impairment charges | 218 | 315 |
Share-based compensation expense | 2,162 | |
(Gain) loss on sale of property, fixtures and equipment | (5,525) | 197 |
Reclassifications of accumulated other comprehensive loss | 3,851 | 4,391 |
Loss on extinguishment of debt | 559 | 676 |
Amortization of deferred financing costs and debt discount | 4,172 | 3,200 |
Deferred income tax benefit | (136) | (446) |
Changes in operating assets and liabilities: | ||
Increase in merchandise inventories | (127,208) | (234,203) |
(Increase) decrease in prepaid expenses and other current assets | (3,357) | 18,241 |
(Increase) decrease in other long-term assets | (115) | 1,684 |
Increase in accounts payable | 47,776 | 161,402 |
(Decrease) increase in accrued payroll and benefits and accrued expenses | (3,579) | 5,420 |
Decrease in other long-term liabilities | (9,684) | (9,394) |
Net cash used in operating activities | (160,394) | (80,972) |
Cash flows from investing activities: | ||
Capital expenditures | (35,672) | (43,933) |
Proceeds from sale of property, fixtures and equipment | 40,327 | 8 |
Net cash provided by (used in) investing activities | 4,655 | (43,925) |
Cash flows from financing activities: | ||
Payments on debt and capital lease and financing obligations | (387,436) | (396,347) |
Proceeds from issuance of debt and financing obligations | 542,463 | 519,466 |
Restricted shares forfeited in lieu of payroll taxes | (64) | (191) |
Deferred financing costs paid | (13,443) | (5,563) |
Increase in book overdraft balances | 14,751 | 7,628 |
Net cash provided by financing activities | 156,271 | 124,993 |
Net increase in cash and cash equivalents | 532 | 96 |
Cash and cash equivalents at beginning of period | 6,736 | 6,879 |
Cash and cash equivalents at end of period | $ 7,268 | $ 6,975 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' (DEFICIT) EQUITY - USD ($) $ in Thousands | Common Stock | Class A Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total |
BALANCE AT THE BEGINNING OF PERIOD at Jan. 30, 2016 | $ 185 | $ 30 | $ (1,387) | $ 164,428 | $ (76,122) | $ (52,218) | $ 34,916 |
Increase (Decrease) in Shareholders' Equity | |||||||
Net loss | (108,136) | (108,136) | |||||
Other comprehensive income | 2,607 | 2,607 | |||||
Restricted shares forfeited in lieu of payroll taxes | (1) | (190) | (191) | ||||
Share-based compensation expense | 6 | 2,156 | 2,162 | ||||
BALANCE AT THE END OF PERIOD at Oct. 29, 2016 | 190 | 30 | (1,387) | 166,394 | (73,515) | (160,354) | (68,642) |
BALANCE AT THE BEGINNING OF PERIOD at Jan. 28, 2017 | 190 | 30 | (1,387) | 166,932 | (72,909) | (115,637) | (22,781) |
Increase (Decrease) in Shareholders' Equity | |||||||
Cumulative adjustment to adopt ASU 2016-09 (Note 1) | 500 | (500) | |||||
Net loss | (135,401) | (135,401) | |||||
Other comprehensive income | 2,283 | 2,283 | |||||
Restricted shares forfeited in lieu of payroll taxes | (8) | (56) | (64) | ||||
BALANCE AT THE END OF PERIOD at Oct. 28, 2017 | $ 182 | $ 30 | $ (1,387) | $ 167,376 | $ (70,626) | $ (251,538) | $ (155,963) |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Oct. 28, 2017 | |
BASIS OF PRESENTATION | |
BASIS OF PRESENTATION | 1. BASIS OF PRESENTATION The Bon-Ton Stores, Inc., a Pennsylvania corporation, was incorporated on January 31, 1996 as the successor of a company incorporated on January 31, 1929. As of October 28, 2017, The Bon-Ton Stores, Inc. operated, through its subsidiaries, 260 stores, including nine furniture galleries and four clearance centers, in 24 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner’s, Boston Store, Carson’s, Elder-Beerman, Herberger’s and Younkers nameplates. The accompanying unaudited consolidated financial statements include the accounts of The Bon-Ton Stores, Inc. (the “Parent”) and its subsidiaries (collectively, the “Company”). All intercompany transactions have been eliminated in consolidation. The unaudited consolidated financial statements have been prepared in accordance with the instructions for Form 10-Q and do not include all information and footnotes required in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States. In the opinion of management, all adjustments considered necessary for a fair presentation of interim periods have been included. The Company’s business is seasonal in nature and results of operations for the interim periods presented are not necessarily indicative of results for the full fiscal year. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2017. For purposes of the following discussion, references to the “third quarter of 2017” and the “third quarter of 2016” are to the 13 weeks ended October 28, 2017 and October 29, 2016, respectively. References to “fiscal 2018” are to the 52 weeks ending February 2, 2019; references to “fiscal 2017” are to the 53 weeks ending February 3, 2018; references to “fiscal 2016” are to the 52 weeks ended January 28, 2017. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires that management make estimates and assumptions about future events. These estimates and assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and the reported amounts of revenues and expenses. Such estimates include those related to merchandise returns, the valuation of inventories, long-lived assets, intangible assets, insurance reserves, contingencies, litigation and assumptions used in the calculation of income taxes and retirement and other post-employment benefits, among others. These estimates and assumptions are based on management’s best estimates and judgments. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. Management adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. Recently Adopted Accounting Standards Effective January 29, 2017, the Company adopted Accounting Standards Update (“ASU”) No. 2016-09, Stock Compensation . The new standard is intended to simplify several aspects of the accounting for share-based payment award transactions. In connection with the adoption of this standard, the Company made a policy election to record the expense associated with forfeitures under its share-based payment plans when they occur (rather than estimating forfeitures and recording over the vesting term of the award). The Company made this election to reduce the complexity of accounting for its awards. The Company used a modified retrospective approach to recording this change and recorded a $500 increase to both additional paid-in capital and accumulated deficit at the time of the adoption to eliminate the forfeiture estimates previously recorded for awards outstanding as of January 29, 2017. Recently Issued Accounting Standards In May 2014, the Financial Accounting Standards Board issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). The new standard provides a single revenue recognition model which is intended to enhance disclosures and improve comparability over a range of industries, companies and geographical boundaries. ASU 2014-09 creates a five-step model that requires companies to exercise judgment when considering all relevant facts and circumstances in the determination of when and how revenue is recognized. The new guidance is effective for the Company beginning on February 4, 2018. The Company anticipates it will apply the new guidance retrospectively with the cumulative effect of the adoption recognized as of the date of adoption. The Company is in the process of completing the required due diligence. The Company has identified certain impacts to its revenue recognition policy for gift card breakage. Whereas the Company currently recognizes gift card breakage, net of required escheatment, 60 months after the gift card is issued, the new standard will require the Company to recognize gift card breakage, net of required escheatment, over the redemption pattern of gift cards. Additionally, the Company is evaluating its customer loyalty programs to determine if the new guidance requires changes in the accounting for these programs. The Company expects that this standard will not have a material impact on its consolidated financial statements as a whole; however, the Company is continuing to evaluate the impact of adopting this new standard and the final determination may differ from this expectation. |
PER-SHARE AMOUNTS
PER-SHARE AMOUNTS | 9 Months Ended |
Oct. 28, 2017 | |
PER-SHARE AMOUNTS | |
PER-SHARE AMOUNTS | 2. PER-SHARE AMOUNTS The following table presents a reconciliation of net loss and weighted average shares outstanding used in basic and diluted loss per share (“EPS”) calculations for each period presented: THIRTEEN THIRTY-NINE WEEKS ENDED WEEKS ENDED October 28, October 29, October 28, October 29, 2017 2016 2017 2016 Basic Loss Per Common Share Net loss $ ) $ ) $ ) $ ) Less: Income allocated to participating securities — — — — Net loss available to common shareholders $ ) $ ) $ ) $ ) Weighted average common shares outstanding Basic loss per common share $ ) $ ) $ ) $ ) Diluted Loss Per Common Share Net loss $ ) $ ) $ ) $ ) Less: Income allocated to participating securities — — — — Net loss available to common shareholders $ ) $ ) ) ) Weighted average common shares outstanding Common shares issuable - stock options — — — — Weighted average common shares outstanding assuming dilution Diluted loss per common share $ ) $ ) $ ) $ ) Due to the Company’s net loss position, weighted average unvested restricted shares (participating securities) of 701,857 and 1,399,101 for the third quarter in each of 2017 and 2016, respectively, and 1,063,304 and 1,333,897 for the 39 weeks ended October 28, 2017 and October 29, 2016, respectively, were not considered in the calculation of net loss available to common shareholders used for both basic and diluted EPS. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Oct. 28, 2017 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | 3. FAIR VALUE MEASUREMENTS Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value and establishes a framework for measuring fair value. ASC 820 establishes fair value hierarchy levels that prioritize the inputs used in valuations determining fair value. Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 inputs are primarily quoted prices for similar assets or liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs based on the Company’s own assumptions. The carrying values of the Company’s cash and cash equivalents, accounts payable and financial instruments reported within prepaid expenses and other current assets and other long-term assets approximate fair value. The carrying value and estimated fair value of the Company’s debt, excluding capital lease and financing obligations and unamortized second lien senior secured notes deferred financing costs and discount on senior secured credit facility — Tranche A-1, as of October 28, 2017 are as follows: Fair Value Measurements Using Carrying Estimated Quoted Significant Significant Second lien senior secured notes $ $ $ $ — $ — Senior secured credit facility — — Total $ $ $ $ — $ The carrying value and estimated fair value of the Company’s debt, excluding capital lease and financing obligations and unamortized second lien senior secured notes deferred financing costs and discount on senior secured credit facility — Tranche A-1, as of October 29, 2016 are as follows: Fair Value Measurements Using Carrying Estimated Quoted Significant Significant Second lien senior secured notes $ $ $ $ — $ — Senior secured credit facility — — Total $ $ $ $ — $ The carrying value and estimated fair value of the Company’s debt, excluding capital lease and financing obligations and unamortized second lien senior secured notes deferred financing costs and discount on senior secured credit facility — Tranche A-1, as of January 28, 2017 are as follows: Fair Value Measurements Using Carrying Estimated Quoted Significant Significant Second lien senior secured notes $ $ $ $ — $ — Senior secured credit facility — — Total $ $ $ $ — $ The Level 3 fair value estimates are determined by a discounted cash flow analysis utilizing a discount rate the Company believes is appropriate and would be used by market participants. There was no change in the valuation technique used to determine the Level 3 fair value estimates. |
SUPPLEMENTAL BALANCE SHEET INFO
SUPPLEMENTAL BALANCE SHEET INFORMATION | 9 Months Ended |
Oct. 28, 2017 | |
SUPPLEMENTAL BALANCE SHEET INFORMATION | |
SUPPLEMENTAL BALANCE SHEET INFORMATION | 4. SUPPLEMENTAL BALANCE SHEET INFORMATION Prepaid expenses and other current assets were comprised of the following: October 28, October 29, January 28, 2017 2016 2017 Other receivables $ $ $ Prepaid expenses Total $ $ $ |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 9 Months Ended |
Oct. 28, 2017 | |
SUPPLEMENTAL CASH FLOW INFORMATION | |
SUPPLEMENTAL CASH FLOW INFORMATION | 5. SUPPLEMENTAL CASH FLOW INFORMATION The following supplemental cash flow information is provided for the periods reported: THIRTY-NINE WEEKS ENDED October 28, October 29, 2017 2016 Cash paid for: Interest, net of amounts capitalized $ $ Non-cash investing and financing activities: Property, fixtures and equipment included in accrued expenses $ $ |
EXIT OR DISPOSAL ACTIVITIES
EXIT OR DISPOSAL ACTIVITIES | 9 Months Ended |
Oct. 28, 2017 | |
EXIT OR DISPOSAL ACTIVITIES | |
EXIT OR DISPOSAL ACTIVITIES | 6. EXIT OR DISPOSAL ACTIVITIES The following table summarizes exit or disposal activities during the 39 weeks ended October 28, 2017 related to store closings in fiscal 2017 and 2016 and the Company’s expense efficiency initiative: Termination Other Total Accrued balance as of January 28, 2017 $ $ — $ Provisions Thirteen weeks ended April 29, 2017 Thirteen weeks ended July 29, 2017 Thirteen weeks ended October 28, 2017 Payments Thirteen weeks ended April 29, 2017 ) ) ) Thirteen weeks ended July 29, 2017 ) ) ) Thirteen weeks ended October 28, 2017 ) ) ) Accrued balance as of October 28, 2017 $ $ — $ The above provisions were included within selling, general and administrative expense. The Company recorded $1,250 and $9,060 of gains related to various real estate transactions which were included in selling, general and administrative expense during the 13 and 39 weeks ended October 28, 2017, respectively. |
EMPLOYEE DEFINED AND POSTRETIRE
EMPLOYEE DEFINED AND POSTRETIREMENT BENEFIT PLANS | 9 Months Ended |
Oct. 28, 2017 | |
EMPLOYEE DEFINED AND POSTRETIREMENT BENEFIT PLANS | |
EMPLOYEE DEFINED AND POSTRETIREMENT BENEFIT PLANS | 7. EMPLOYEE DEFINED AND POSTRETIREMENT BENEFIT PLANS The Company provides benefits to certain current and former associates who are eligible under a qualified defined benefit pension plan and various non-qualified supplemental pension plans (collectively, the “Pension Plans”). Net periodic benefit expense for the Pension Plans includes the following (income) and expense components: THIRTEEN THIRTY-NINE WEEKS ENDED WEEKS ENDED October 28, October 29, October 28, October 29, 2017 2016 2017 2016 Interest cost $ $ $ $ Expected return on plan assets ) ) ) ) Recognition of net actuarial loss Net periodic benefit expense $ $ $ $ During the 39 weeks ended October 28, 2017, contributions of $434 were made to the Pension Plans. The Company anticipates contributing an additional $121 to fund the Pension Plans in fiscal 2017 for an annual total of $555. The Company also provides medical and life insurance benefits to certain former associates under a postretirement benefit plan (“Postretirement Benefit Plan”). Net periodic benefit income for the Postretirement Benefit Plan includes the following (income) and expense components: THIRTEEN THIRTY-NINE WEEKS ENDED WEEKS ENDED October 28, October 29, October 28, October 29, 2017 2016 2017 2016 Interest cost $ $ $ $ Recognition of net actuarial gain ) ) ) ) Net periodic benefit income $ ) $ ) $ ) $ ) During the 39 weeks ended October 28, 2017, the Company contributed $73 to fund the Postretirement Benefit Plan, and anticipates contributing an additional $194 to fund the Postretirement Benefit Plan in fiscal 2017 for an annual total of $267. |
DEBT
DEBT | 9 Months Ended |
Oct. 28, 2017 | |
DEBT | |
LONG-TERM DEBT | 8. DEBT On October 24, 2017, The Bon-Ton Department Stores, Inc. and certain subsidiaries as borrowers and certain other subsidiaries as guarantors entered into a Sixth Amendment (the “Sixth Amendment”) to the Second Amended and Restated Loan and Security Agreement (“Second Amended Revolving Credit Facility”) with Bank of America, N.A., as Agent, and certain financial institutions as lenders. Among other matters, the Sixth Amendment amends required excess availability from 20% to 15% of the lesser of (a) the aggregate commitments and (b) the aggregate borrowing base through December 2, 2017. After December 2, 2017, the required excess availability will be the greater of (a) 20% of the lesser of (i) the aggregate commitments and (ii) the aggregate borrowing base and (b) $132,500. Through December 2, 2017, the excess availability will be determined on the basis of the Tranche A Borrowing Base, and not the lower of the Tranche A Commitments and the Tranche A Borrowing Base. As a result of the Sixth Amendment, in accordance with accounting principles generally accepted in the United States, the Company is required to reflect the Second Amended Revolving Credit Facility as a short-term borrowing in its balance sheet, although the outstanding balance does not mature until 2021. On April 28, 2017, The Bon-Ton Department Stores, Inc. and certain subsidiaries as borrowers and certain other subsidiaries as guarantors entered into a Fifth Amendment (the “Fifth Amendment”) to the Second Amended Revolving Credit Facility. The Fifth Amendment extends the maturity date of the $730,000 Tranche A. Tranche A is now due to mature on April 28, 2022 provided that Tranche A-1 of the Second Amended Revolving Credit Facility (“Tranche A-1”) is repaid prior to March 15, 2021 or the maturity of Tranche A-1 is extended to at least April 28, 2022. If Tranche A-1 is not so repaid or so extended, or is extended to a date earlier than April 28, 2022, Tranche A will mature on the same date as Tranche A-1. In any event, Tranche A remains subject to a “springing” maturity date that is sixty days prior to the earliest of the maturity date of (1) any senior note debt (which is currently comprised of the 8.00% Second Lien Senior Secured Notes due June 15, 2021) and (2) if incurred, certain permitted debt secured by junior liens. In connection with the Fifth Amendment, the Company incurred a loss on extinguishment of debt of $559 due to the write-off of certain deferred fees. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Oct. 28, 2017 | |
INCOME TAXES | |
INCOME TAXES | 9. INCOME TAXES The provisions codified within ASC Topic 740, Income Taxes (“ASC 740”), require companies to assess whether valuation allowances should be established against their deferred tax assets based on consideration of all available evidence using a “more likely than not” standard. In accordance with ASC 740, the Company maintained a full valuation allowance throughout fiscal 2016 and the 39 weeks ended October 28, 2017 on all of the Company’s net deferred tax assets. The Company’s deferred tax asset valuation allowance totaled $259,059, $230,298 and $206,089 as of October 28, 2017, October 29, 2016 and January 28, 2017, respectively. The Company recorded net income tax benefits of $106 and $136 for the 13 and 39 weeks ended October 28, 2017, respectively, which includes $519 and $1,568 non-cash income tax benefits from continuing operations during the 13 and 39 weeks ended October 28, 2017, respectively. The Company recorded net income tax benefits of $158 and $446 for the 13 and 39 weeks ended October 29, 2016, respectively, which includes $591 and $1,784 non-cash income tax benefits from continuing operations during the 13 and 39 weeks ended October 29, 2016, respectively. Pursuant to ASC 740, the Company is required to consider all items (including items recorded in other comprehensive income) in determining the amount of tax benefit that results from a loss from continuing operations and that should be allocated to continuing operations. As a result, the Company recorded tax benefits on the losses from continuing operations for the 13 and 39 weeks ended October 28, 2017 and October 29, 2016, which are exactly offset by income tax expense on other comprehensive income. The net income tax expense and benefit includes $413 and $1,432 recorded in the 13 and 39 weeks ended October 28, 2017, respectively, and $433 and $1,338 recorded in the 13 and 39 weeks ended October 29, 2016, respectively, for recognition of deferred tax liabilities associated with indefinite-lived assets. |
CONTINGENCIES
CONTINGENCIES | 9 Months Ended |
Oct. 28, 2017 | |
CONTINGENCIES | |
CONTINGENCIES | 10. CONTINGENCIES The Company is party to legal proceedings and claims that arise during the ordinary course of business. In the opinion of management, the ultimate outcome of any such litigation and claims will not have a material adverse effect on the Company’s financial position, results of operations or liquidity. |
COMPREHENSIVE LOSS
COMPREHENSIVE LOSS | 9 Months Ended |
Oct. 28, 2017 | |
COMPREHENSIVE LOSS | |
COMPREHENSIVE LOSS | 11. COMPREHENSIVE LOSS Accumulated other comprehensive loss is comprised of the net actuarial loss associated with the Pension Plans and Postretirement Benefit Plan. Other comprehensive income is comprised entirely of the amortization of the net actuarial loss (gain) associated with the Pension Plans and Postretirement Benefit Plan. The changes recognized within other comprehensive income reflect income tax expense of $519 and $591 for the third quarter in each of 2017 and 2016, respectively, and $1,568 and $1,784 for the 39 weeks ended on each of October 28, 2017 and October 29, 2016, respectively (see Note 9). The before-tax amount of amortization of net actuarial loss (gain) (see Note 7) was recorded within selling, general and administrative expense. |
CONDENSED CONSOLIDATING FINANCI
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | 9 Months Ended |
Oct. 28, 2017 | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | 12. CONDENSED CONSOLIDATING FINANCIAL INFORMATION Certain debt obligations of the Company, which constitute debt obligations of The Bon-Ton Department Stores, Inc. (the “Issuer”), are guaranteed by the Parent and by each of its subsidiaries, other than the Issuer, that is an obligor under the Company’s Second Amended Revolving Credit Facility. Separate financial statements of the Parent, the Issuer and such subsidiary guarantors are not presented because the guarantees by the Parent and each 100% owned subsidiary guarantor are joint and several, full and unconditional, except for certain customary limitations which are applicable only to a subsidiary guarantor. These customary limitations include releases of a guarantee (1) if the subsidiary guarantor no longer guarantees other indebtedness of the Issuer; (2) if there is a sale or other disposition of the capital stock of a subsidiary guarantor and if such sale complies with the covenant regarding asset sales; and (3) if the subsidiary guarantor is properly designated as an “unrestricted subsidiary.” The condensed consolidating financial information for the Parent, the Issuer and the guarantor subsidiaries as of October 28, 2017, October 29, 2016 and January 28, 2017 and for the third quarter in each of 2017 and 2016 and the 39 weeks ended October 28, 2017 and October 29, 2016 as presented below has been prepared from the books and records maintained by the Parent, the Issuer and the guarantor subsidiaries. The condensed financial information may not necessarily be indicative of the results of operations or financial position had the guarantor subsidiaries operated as independent entities. Certain intercompany revenues and expenses included in the subsidiary records are eliminated in consolidation. As a result of this activity, an amount due to/due from affiliates will exist at any time. The Bon-Ton Stores, Inc. Condensed Consolidating Balance Sheet October 28, 2017 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ $ $ $ — $ Merchandise inventories — — Prepaid expenses and other current assets — ) Total current assets ) Property, fixtures and equipment at cost, net — — Intangible assets, net — — Investment in and advances to affiliates ) ) — Other long-term assets — ) Total assets $ ) $ $ $ ) $ Liabilities and Shareholders’ (Deficit) Equity Current liabilities: Accounts payable $ — $ $ — $ — $ Accrued payroll and benefits — — Accrued expenses — ) Revolving credit facility — — — Current maturities of capital lease and financing obligations — — Total current liabilities — ) Long-term debt and capital lease and financing obligations, less current maturities — — Other long-term liabilities — ) Total liabilities — ) Shareholders’ (deficit) equity ) ) ) ) Total liabilities and shareholders’ (deficit) equity $ ) $ $ $ ) $ The Bon-Ton Stores, Inc. Condensed Consolidating Balance Sheet October 29, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ $ $ $ — $ Merchandise inventories — — Prepaid expenses and other current assets — ) Total current assets ) Property, fixtures and equipment at cost, net — — Intangible assets, net — — Investment in and advances to affiliates ) ) — Other long-term assets — ) Total assets $ ) $ $ $ ) $ Liabilities and Shareholders’ (Deficit) Equity Current liabilities: Accounts payable $ — $ $ — $ — $ Accrued payroll and benefits — — Accrued expenses — ) Current maturities of long-term debt and capital lease and financing obligations — — Total current liabilities — ) Long-term debt and capital lease and financing obligations, less current maturities — — Other long-term liabilities — ) Total liabilities — ) Shareholders’ (deficit) equity ) ) ) ) Total liabilities and shareholders’ (deficit) equity $ ) $ $ $ ) $ The Bon-Ton Stores, Inc. Condensed Consolidating Balance Sheet January 28, 2017 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ $ $ $ — $ Merchandise inventories — — Prepaid expenses and other current assets — ) Total current assets ) Property, fixtures and equipment at cost, net — — Intangible assets, net — — Investment in and advances to affiliates ) ) — Other long-term assets — ) Total assets $ ) $ $ $ ) $ Liabilities and Shareholders’ (Deficit) Equity Current liabilities: Accounts payable $ — $ $ — $ — $ Accrued payroll and benefits — — Accrued expenses — ) Current maturities of capital lease and financing obligations — — Total current liabilities — ) Long-term debt and capital lease and financing obligations, less current maturities — — Other long-term liabilities — ) Total liabilities — ) Shareholders’ (deficit) equity ) ) ) ) Total liabilities and shareholders’ (deficit) equity $ ) $ $ $ ) $ The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Operations Thirteen Weeks Ended October 28, 2017 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net sales $ — $ $ $ — $ Other income — — — — Costs and expenses: Costs of merchandise sold — — Selling, general and administrative — ) Depreciation and amortization — — Amortization of lease-related interests — — Impairment charges — — — Loss from operations — ) ) ) Other income (expense): Intercompany income — ) — Equity in (losses) earnings of subsidiaries ) — — Interest expense, net — ) ) ) (Loss) income before income taxes ) ) ) Income tax (benefit) provision ) ) ) ) Net (loss) income $ ) $ ) $ $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Comprehensive (Loss) Income Thirteen Weeks Ended October 28, 2017 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net (loss) income $ ) $ ) $ $ $ ) Other comprehensive income, net of tax: Pension and postretirement benefit plans — ) Comprehensive (loss) income $ ) $ ) $ $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Operations Thirteen Weeks Ended October 29, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net sales $ — $ $ $ — $ Other income — — — — Costs and expenses: Costs of merchandise sold — — Selling, general and administrative — ) Depreciation and amortization — — Amortization of lease-related interests — — Impairment charges — — — Loss from operations — ) ) ) Other income (expense): Intercompany income — ) — Equity in (losses) earnings of subsidiaries ) — — Interest expense, net — ) ) ) Loss on extinguishment of debt — ) — — ) (Loss) income before income taxes ) ) ) Income tax (benefit) provision ) ) ) ) Net (loss) income $ ) $ ) $ $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Comprehensive (Loss) Income Thirteen Weeks Ended October 29, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net (loss) income $ ) $ ) $ $ $ ) Other comprehensive income, net of tax: Pension and postretirement benefit plans — ) Comprehensive (loss) income $ ) $ ) $ $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Operations Thirty-Nine Weeks Ended October 28, 2017 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net sales $ — $ $ $ — $ Other income — — — — Costs and expenses: Costs of merchandise sold — — Selling, general and administrative — ) Depreciation and amortization — — Amortization of lease-related interests — — Impairment charges — — — Loss from operations — ) ) ) Other income (expense): Intercompany income — ) — Equity in losses of subsidiaries ) ) — — Interest expense, net — ) ) ) Loss on extinguishment of debt — ) — — ) Loss before income taxes ) ) ) ) Income tax (benefit) provision ) ) ) ) Net loss $ ) $ ) $ ) $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Comprehensive Loss Thirty-Nine Weeks Ended October 28, 2017 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net loss $ ) $ ) $ ) $ $ ) Other comprehensive income, net of tax: Pension and postretirement benefit plans — ) Comprehensive loss $ ) $ ) $ ) $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Operations Thirty-Nine Weeks Ended October 29, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net sales $ — $ $ $ — $ Other income — — — — Costs and expenses: Costs of merchandise sold — — Selling, general and administrative — ) Depreciation and amortization — — Amortization of lease-related interests — — Impairment charges — — — Loss from operations — ) ) ) Other income (expense): Intercompany income — ) — Equity in (losses) earnings of subsidiaries ) — — Interest expense, net — ) ) ) Loss on extinguishment of debt — ) — — ) (Loss) income before income taxes ) ) ) Income tax (benefit) provision ) ) ) ) Net (loss) income $ ) $ ) $ $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Comprehensive (Loss) Income Thirty-Nine Weeks Ended October 29, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net (loss) income $ ) $ ) $ $ $ ) Other comprehensive income, net of tax: Pension and postretirement benefit plans — ) Comprehensive (loss) income $ ) $ ) $ $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Cash Flows Thirty-Nine Weeks Ended October 28, 2017 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ $ ) $ ) $ — $ ) Cash flows from investing activities: Capital expenditures — ) ) — ) Proceeds from sale of property, fixtures and equipment — — Net cash (used in) provided by investing activities — ) — Cash flows from financing activities: Payments on debt and capital lease and financing obligations — ) ) — ) Proceeds from issuance of debt and financing obligations — — — Deferred financing costs paid — ) — — ) Restricted shares forfeited in lieu of payroll taxes ) — — — ) Increase in book overdraft balances — — — Net cash (used in) provided by financing activities ) ) — Net increase (decrease) in cash and cash equivalents — ) — Cash and cash equivalents at beginning of period — Cash and cash equivalents at end of period $ $ $ $ — $ The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Cash Flows Thirty-Nine Weeks Ended October 29, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ $ ) $ $ — $ ) Cash flows from investing activities: Capital expenditures — ) ) — ) Proceeds from sale of property, fixtures and equipment — — — Net cash used in investing activities — ) ) — ) Cash flows from financing activities: Payments on debt and capital lease and financing obligations — ) ) — ) Proceeds from issuance of debt and financing obligations — — — Deferred financing costs paid — ) — — ) Restricted shares forfeited in lieu of payroll taxes ) — — — ) Increase in book overdraft balances — — — Net cash (used in) provided by financing activities ) ) — Net increase (decrease) in cash and cash equivalents — ) — Cash and cash equivalents at beginning of period — Cash and cash equivalents at end of period $ $ $ $ — $ |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 9 Months Ended |
Oct. 28, 2017 | |
SUBSEQUENT EVENT | |
SUBSEQUENT EVENT | 13. On November 16, 2017, the Company announced it was planning to close at least 40 stores by the end of fiscal 2018. Related liabilities such as severance, contractual obligations and other accruals, along with potential fixed asset impairments, associated with the store closings will be recorded when the final determination is made regarding which stores will be closed. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Oct. 28, 2017 | |
BASIS OF PRESENTATION | |
Recently Adopted Accounting Standards and Recently Issued Accounting Standards | Recently Adopted Accounting Standards Effective January 29, 2017, the Company adopted Accounting Standards Update (“ASU”) No. 2016-09, Stock Compensation . The new standard is intended to simplify several aspects of the accounting for share-based payment award transactions. In connection with the adoption of this standard, the Company made a policy election to record the expense associated with forfeitures under its share-based payment plans when they occur (rather than estimating forfeitures and recording over the vesting term of the award). The Company made this election to reduce the complexity of accounting for its awards. The Company used a modified retrospective approach to recording this change and recorded a $500 increase to both additional paid-in capital and accumulated deficit at the time of the adoption to eliminate the forfeiture estimates previously recorded for awards outstanding as of January 29, 2017. Recently Issued Accounting Standards In May 2014, the Financial Accounting Standards Board issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). The new standard provides a single revenue recognition model which is intended to enhance disclosures and improve comparability over a range of industries, companies and geographical boundaries. ASU 2014-09 creates a five-step model that requires companies to exercise judgment when considering all relevant facts and circumstances in the determination of when and how revenue is recognized. The new guidance is effective for the Company beginning on February 4, 2018. The Company anticipates it will apply the new guidance retrospectively with the cumulative effect of the adoption recognized as of the date of adoption. The Company is in the process of completing the required due diligence. The Company has identified certain impacts to its revenue recognition policy for gift card breakage. Whereas the Company currently recognizes gift card breakage, net of required escheatment, 60 months after the gift card is issued, the new standard will require the Company to recognize gift card breakage, net of required escheatment, over the redemption pattern of gift cards. Additionally, the Company is evaluating its customer loyalty programs to determine if the new guidance requires changes in the accounting for these programs. The Company expects that this standard will not have a material impact on its consolidated financial statements as a whole; however, the Company is continuing to evaluate the impact of adopting this new standard and the final determination may differ from this expectation. |
PER-SHARE AMOUNTS (Tables)
PER-SHARE AMOUNTS (Tables) | 9 Months Ended |
Oct. 28, 2017 | |
PER-SHARE AMOUNTS | |
Schedule of reconciliation of net loss and weighted average shares outstanding used in basic and diluted loss per share ("EPS") calculations | THIRTEEN THIRTY-NINE WEEKS ENDED WEEKS ENDED October 28, October 29, October 28, October 29, 2017 2016 2017 2016 Basic Loss Per Common Share Net loss $ ) $ ) $ ) $ ) Less: Income allocated to participating securities — — — — Net loss available to common shareholders $ ) $ ) $ ) $ ) Weighted average common shares outstanding Basic loss per common share $ ) $ ) $ ) $ ) Diluted Loss Per Common Share Net loss $ ) $ ) $ ) $ ) Less: Income allocated to participating securities — — — — Net loss available to common shareholders $ ) $ ) ) ) Weighted average common shares outstanding Common shares issuable - stock options — — — — Weighted average common shares outstanding assuming dilution Diluted loss per common share $ ) $ ) $ ) $ ) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Oct. 28, 2017 | |
FAIR VALUE MEASUREMENTS | |
Schedule of the carrying value and estimated fair value of the Company's debt, excluding capital lease and financing obligations and unamortized second lien senior secured notes deferred financing costs and discount on senior secured credit facility - Tranche A-1 | The carrying value and estimated fair value of the Company’s debt, excluding capital lease and financing obligations and unamortized second lien senior secured notes deferred financing costs and discount on senior secured credit facility — Tranche A-1, as of October 28, 2017 are as follows: Fair Value Measurements Using Carrying Estimated Quoted Significant Significant Second lien senior secured notes $ $ $ $ — $ — Senior secured credit facility — — Total $ $ $ $ — $ The carrying value and estimated fair value of the Company’s debt, excluding capital lease and financing obligations and unamortized second lien senior secured notes deferred financing costs and discount on senior secured credit facility — Tranche A-1, as of October 29, 2016 are as follows: Fair Value Measurements Using Carrying Estimated Quoted Significant Significant Second lien senior secured notes $ $ $ $ — $ — Senior secured credit facility — — Total $ $ $ $ — $ The carrying value and estimated fair value of the Company’s debt, excluding capital lease and financing obligations and unamortized second lien senior secured notes deferred financing costs and discount on senior secured credit facility — Tranche A-1, as of January 28, 2017 are as follows: Fair Value Measurements Using Carrying Estimated Quoted Significant Significant Second lien senior secured notes $ $ $ $ — $ — Senior secured credit facility — — Total $ $ $ $ — $ |
SUPPLEMENTAL BALANCE SHEET IN24
SUPPLEMENTAL BALANCE SHEET INFORMATION (Tables) | 9 Months Ended |
Oct. 28, 2017 | |
SUPPLEMENTAL BALANCE SHEET INFORMATION | |
Schedule of prepaid expenses and other current assets | October 28, October 29, January 28, 2017 2016 2017 Other receivables $ $ $ Prepaid expenses Total $ $ $ |
SUPPLEMENTAL CASH FLOW INFORM25
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 9 Months Ended |
Oct. 28, 2017 | |
SUPPLEMENTAL CASH FLOW INFORMATION | |
Schedule of supplemental cash flow information | THIRTY-NINE WEEKS ENDED October 28, October 29, 2017 2016 Cash paid for: Interest, net of amounts capitalized $ $ Non-cash investing and financing activities: Property, fixtures and equipment included in accrued expenses $ $ |
EXIT OR DISPOSAL ACTIVITIES (Ta
EXIT OR DISPOSAL ACTIVITIES (Tables) | 9 Months Ended |
Oct. 28, 2017 | |
EXIT OR DISPOSAL ACTIVITIES | |
Summary of exit or disposal activities | Termination Other Total Accrued balance as of January 28, 2017 $ $ — $ Provisions Thirteen weeks ended April 29, 2017 Thirteen weeks ended July 29, 2017 Thirteen weeks ended October 28, 2017 Payments Thirteen weeks ended April 29, 2017 ) ) ) Thirteen weeks ended July 29, 2017 ) ) ) Thirteen weeks ended October 28, 2017 ) ) ) Accrued balance as of October 28, 2017 $ $ — $ |
EMPLOYEE DEFINED AND POSTRETI27
EMPLOYEE DEFINED AND POSTRETIREMENT BENEFIT PLANS (Tables) | 9 Months Ended |
Oct. 28, 2017 | |
Pension Plans | |
Pension and postretirement benefit plans | |
Schedule of components of net periodic benefit expense (income) | THIRTEEN THIRTY-NINE WEEKS ENDED WEEKS ENDED October 28, October 29, October 28, October 29, 2017 2016 2017 2016 Interest cost $ $ $ $ Expected return on plan assets ) ) ) ) Recognition of net actuarial loss Net periodic benefit expense $ $ $ $ |
Postretirement Benefit Plan | |
Pension and postretirement benefit plans | |
Schedule of components of net periodic benefit expense (income) | THIRTEEN THIRTY-NINE WEEKS ENDED WEEKS ENDED October 28, October 29, October 28, October 29, 2017 2016 2017 2016 Interest cost $ $ $ $ Recognition of net actuarial gain ) ) ) ) Net periodic benefit income $ ) $ ) $ ) $ ) |
CONDENSED CONSOLIDATING FINAN28
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables) | 9 Months Ended |
Oct. 28, 2017 | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |
Schedule of Condensed Consolidating Balance Sheet | The Bon-Ton Stores, Inc. Condensed Consolidating Balance Sheet October 28, 2017 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ $ $ $ — $ Merchandise inventories — — Prepaid expenses and other current assets — ) Total current assets ) Property, fixtures and equipment at cost, net — — Intangible assets, net — — Investment in and advances to affiliates ) ) — Other long-term assets — ) Total assets $ ) $ $ $ ) $ Liabilities and Shareholders’ (Deficit) Equity Current liabilities: Accounts payable $ — $ $ — $ — $ Accrued payroll and benefits — — Accrued expenses — ) Revolving credit facility — — — Current maturities of capital lease and financing obligations — — Total current liabilities — ) Long-term debt and capital lease and financing obligations, less current maturities — — Other long-term liabilities — ) Total liabilities — ) Shareholders’ (deficit) equity ) ) ) ) Total liabilities and shareholders’ (deficit) equity $ ) $ $ $ ) $ The Bon-Ton Stores, Inc. Condensed Consolidating Balance Sheet October 29, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ $ $ $ — $ Merchandise inventories — — Prepaid expenses and other current assets — ) Total current assets ) Property, fixtures and equipment at cost, net — — Intangible assets, net — — Investment in and advances to affiliates ) ) — Other long-term assets — ) Total assets $ ) $ $ $ ) $ Liabilities and Shareholders’ (Deficit) Equity Current liabilities: Accounts payable $ — $ $ — $ — $ Accrued payroll and benefits — — Accrued expenses — ) Current maturities of long-term debt and capital lease and financing obligations — — Total current liabilities — ) Long-term debt and capital lease and financing obligations, less current maturities — — Other long-term liabilities — ) Total liabilities — ) Shareholders’ (deficit) equity ) ) ) ) Total liabilities and shareholders’ (deficit) equity $ ) $ $ $ ) $ The Bon-Ton Stores, Inc. Condensed Consolidating Balance Sheet January 28, 2017 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ $ $ $ — $ Merchandise inventories — — Prepaid expenses and other current assets — ) Total current assets ) Property, fixtures and equipment at cost, net — — Intangible assets, net — — Investment in and advances to affiliates ) ) — Other long-term assets — ) Total assets $ ) $ $ $ ) $ Liabilities and Shareholders’ (Deficit) Equity Current liabilities: Accounts payable $ — $ $ — $ — $ Accrued payroll and benefits — — Accrued expenses — ) Current maturities of capital lease and financing obligations — — Total current liabilities — ) Long-term debt and capital lease and financing obligations, less current maturities — — Other long-term liabilities — ) Total liabilities — ) Shareholders’ (deficit) equity ) ) ) ) Total liabilities and shareholders’ (deficit) equity $ ) $ $ $ ) $ |
Schedule of Condensed Consolidating Statement Of Operations | The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Operations Thirteen Weeks Ended October 28, 2017 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net sales $ — $ $ $ — $ Other income — — — — Costs and expenses: Costs of merchandise sold — — Selling, general and administrative — ) Depreciation and amortization — — Amortization of lease-related interests — — Impairment charges — — — Loss from operations — ) ) ) Other income (expense): Intercompany income — ) — Equity in (losses) earnings of subsidiaries ) — — Interest expense, net — ) ) ) (Loss) income before income taxes ) ) ) Income tax (benefit) provision ) ) ) ) Net (loss) income $ ) $ ) $ $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Operations Thirteen Weeks Ended October 29, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net sales $ — $ $ $ — $ Other income — — — — Costs and expenses: Costs of merchandise sold — — Selling, general and administrative — ) Depreciation and amortization — — Amortization of lease-related interests — — Impairment charges — — — Loss from operations — ) ) ) Other income (expense): Intercompany income — ) — Equity in (losses) earnings of subsidiaries ) — — Interest expense, net — ) ) ) Loss on extinguishment of debt — ) — — ) (Loss) income before income taxes ) ) ) Income tax (benefit) provision ) ) ) ) Net (loss) income $ ) $ ) $ $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Operations Thirty-Nine Weeks Ended October 28, 2017 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net sales $ — $ $ $ — $ Other income — — — — Costs and expenses: Costs of merchandise sold — — Selling, general and administrative — ) Depreciation and amortization — — Amortization of lease-related interests — — Impairment charges — — — Loss from operations — ) ) ) Other income (expense): Intercompany income — ) — Equity in losses of subsidiaries ) ) — — Interest expense, net — ) ) ) Loss on extinguishment of debt — ) — — ) Loss before income taxes ) ) ) ) Income tax (benefit) provision ) ) ) ) Net loss $ ) $ ) $ ) $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Operations Thirty-Nine Weeks Ended October 29, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net sales $ — $ $ $ — $ Other income — — — — Costs and expenses: Costs of merchandise sold — — Selling, general and administrative — ) Depreciation and amortization — — Amortization of lease-related interests — — Impairment charges — — — Loss from operations — ) ) ) Other income (expense): Intercompany income — ) — Equity in (losses) earnings of subsidiaries ) — — Interest expense, net — ) ) ) Loss on extinguishment of debt — ) — — ) (Loss) income before income taxes ) ) ) Income tax (benefit) provision ) ) ) ) Net (loss) income $ ) $ ) $ $ $ ) |
Schedule of Condensed Consolidating Statement of Comprehensive Loss | The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Comprehensive (Loss) Income Thirteen Weeks Ended October 28, 2017 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net (loss) income $ ) $ ) $ $ $ ) Other comprehensive income, net of tax: Pension and postretirement benefit plans — ) Comprehensive (loss) income $ ) $ ) $ $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Comprehensive (Loss) Income Thirteen Weeks Ended October 29, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net (loss) income $ ) $ ) $ $ $ ) Other comprehensive income, net of tax: Pension and postretirement benefit plans — ) Comprehensive (loss) income $ ) $ ) $ $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Comprehensive Loss Thirty-Nine Weeks Ended October 28, 2017 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net loss $ ) $ ) $ ) $ $ ) Other comprehensive income, net of tax: Pension and postretirement benefit plans — ) Comprehensive loss $ ) $ ) $ ) $ $ ) The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Comprehensive (Loss) Income Thirty-Nine Weeks Ended October 29, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net (loss) income $ ) $ ) $ $ $ ) Other comprehensive income, net of tax: Pension and postretirement benefit plans — ) Comprehensive (loss) income $ ) $ ) $ $ $ ) |
Schedule of Condensed Consolidating Statement of Cash Flows | The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Cash Flows Thirty-Nine Weeks Ended October 28, 2017 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ $ ) $ ) $ — $ ) Cash flows from investing activities: Capital expenditures — ) ) — ) Proceeds from sale of property, fixtures and equipment — — Net cash (used in) provided by investing activities — ) — Cash flows from financing activities: Payments on debt and capital lease and financing obligations — ) ) — ) Proceeds from issuance of debt and financing obligations — — — Deferred financing costs paid — ) — — ) Restricted shares forfeited in lieu of payroll taxes ) — — — ) Increase in book overdraft balances — — — Net cash (used in) provided by financing activities ) ) — Net increase (decrease) in cash and cash equivalents — ) — Cash and cash equivalents at beginning of period — Cash and cash equivalents at end of period $ $ $ $ — $ The Bon-Ton Stores, Inc. Condensed Consolidating Statement of Cash Flows Thirty-Nine Weeks Ended October 29, 2016 Guarantor Consolidating Company Parent Issuer Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ $ ) $ $ — $ ) Cash flows from investing activities: Capital expenditures — ) ) — ) Proceeds from sale of property, fixtures and equipment — — — Net cash used in investing activities — ) ) — ) Cash flows from financing activities: Payments on debt and capital lease and financing obligations — ) ) — ) Proceeds from issuance of debt and financing obligations — — — Deferred financing costs paid — ) — — ) Restricted shares forfeited in lieu of payroll taxes ) — — — ) Increase in book overdraft balances — — — Net cash (used in) provided by financing activities ) ) — Net increase (decrease) in cash and cash equivalents — ) — Cash and cash equivalents at beginning of period — Cash and cash equivalents at end of period $ $ $ $ — $ |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) | 3 Months Ended | 12 Months Ended | |||
Oct. 28, 2017statestoreitem | Oct. 29, 2016 | Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
BASIS OF PRESENTATION | |||||
Number of stores | store | 260 | ||||
Number of furniture galleries | 9 | ||||
Number of clearance centers | 4 | ||||
Number of states in which the entity operates | state | 24 | ||||
Length of reporting period | 91 days | 91 days | 364 days | 371 days | 364 days |
BASIS OF PRESENTATION - Recentl
BASIS OF PRESENTATION - Recently Adopted Accounting Standards (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Oct. 28, 2017 | Oct. 28, 2017 | Jan. 29, 2017 | |
Recently Adopted Accounting Standards and Recently Issued Accounting Standards | |||
Gift card liability maximum term | 60 months | 60 months | |
Additional Paid-in Capital | Accounting Standards Update 2016-09 | |||
Recently Adopted Accounting Standards and Recently Issued Accounting Standards | |||
Cumulative adjustment to adopt ASU 2016-09 | $ 500 | ||
Accumulated Deficit | Accounting Standards Update 2016-09 | |||
Recently Adopted Accounting Standards and Recently Issued Accounting Standards | |||
Cumulative adjustment to adopt ASU 2016-09 | $ (500) |
PER-SHARE AMOUNTS (Details)
PER-SHARE AMOUNTS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2017 | Oct. 29, 2016 | Oct. 28, 2017 | Oct. 29, 2016 | |
Basic Loss Per Common Share | ||||
Net loss | $ (44,877) | $ (31,582) | $ (135,401) | $ (108,136) |
Net loss available to common shareholders | $ (44,877) | $ (31,582) | $ (135,401) | $ (108,136) |
Weighted average common shares outstanding | 20,470,443 | 19,993,316 | 20,260,412 | 19,887,654 |
Basic loss per common share | $ (2.19) | $ (1.58) | $ (6.68) | $ (5.44) |
Diluted Loss Per Common Share | ||||
Net loss | $ (44,877) | $ (31,582) | $ (135,401) | $ (108,136) |
Net loss available to common shareholders | $ (44,877) | $ (31,582) | $ (135,401) | $ (108,136) |
Weighted average common shares outstanding | 20,470,443 | 19,993,316 | 20,260,412 | 19,887,654 |
Weighted average common shares outstanding assuming dilution | 20,470,443 | 19,993,316 | 20,260,412 | 19,887,654 |
Diluted loss per common share | $ (2.19) | $ (1.58) | $ (6.68) | $ (5.44) |
PER-SHARE AMOUNTS - Antidilutiv
PER-SHARE AMOUNTS - Antidilutive securities (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2017 | Oct. 29, 2016 | Oct. 28, 2017 | Oct. 29, 2016 | |
Restricted shares | ||||
Antidilutive securities | ||||
Antidilutive securities excluded from calculation of earnings per share (in shares) | 701,857 | 1,399,101 | 1,063,304 | 1,333,897 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | Oct. 28, 2017 | Jan. 28, 2017 | Oct. 29, 2016 |
Quoted Prices in Active Markets (Level 1) | |||
Fair value measurements | |||
Debt | $ 130,536 | $ 177,331 | $ 237,327 |
Quoted Prices in Active Markets (Level 1) | Second lien senior secured notes | |||
Fair value measurements | |||
Debt | 130,536 | 177,331 | 237,327 |
Significant Unobservable Inputs (Level 3) | |||
Fair value measurements | |||
Debt | 666,387 | 506,689 | 572,131 |
Significant Unobservable Inputs (Level 3) | Senior secured credit facility | |||
Fair value measurements | |||
Debt | 666,387 | 506,689 | 572,131 |
Carrying Value | |||
Fair value measurements | |||
Debt | 1,016,387 | 856,689 | 979,423 |
Carrying Value | Second lien senior secured notes | |||
Fair value measurements | |||
Debt | 350,000 | 350,000 | 407,292 |
Carrying Value | Senior secured credit facility | |||
Fair value measurements | |||
Debt | 666,387 | 506,689 | 572,131 |
Estimated Fair Value | |||
Fair value measurements | |||
Debt | 796,923 | 684,020 | 809,458 |
Estimated Fair Value | Second lien senior secured notes | |||
Fair value measurements | |||
Debt | 130,536 | 177,331 | 237,327 |
Estimated Fair Value | Senior secured credit facility | |||
Fair value measurements | |||
Debt | $ 666,387 | $ 506,689 | $ 572,131 |
SUPPLEMENTAL BALANCE SHEET IN34
SUPPLEMENTAL BALANCE SHEET INFORMATION (Details) - USD ($) $ in Thousands | Oct. 28, 2017 | Jan. 28, 2017 | Oct. 29, 2016 |
Prepaid expenses and other current assets | |||
Other receivables | $ 59,411 | $ 68,270 | $ 37,335 |
Prepaid expenses | 42,504 | 30,288 | 41,678 |
Total | $ 101,915 | $ 98,558 | $ 79,013 |
SUPPLEMENTAL CASH FLOW INFORM35
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 28, 2017 | Oct. 29, 2016 | |
Cash paid for: | ||
Interest, net of amounts capitalized | $ 43,137 | $ 36,497 |
Non-cash investing and financing activities: | ||
Property, fixtures and equipment included in accrued expenses | $ 2,369 | $ 2,547 |
EXIT OR DISPOSAL ACTIVITIES (De
EXIT OR DISPOSAL ACTIVITIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2017 | Jul. 29, 2017 | Apr. 29, 2017 | Oct. 28, 2017 | |
Changes in exit or disposal activities | ||||
Accrued beginning balance | $ 952 | $ 952 | ||
Provisions | $ 563 | $ 455 | 371 | |
Payments | (579) | (347) | (905) | |
Accrued ending balance | 510 | 510 | ||
Selling, general and administrative expense | ||||
Changes in exit or disposal activities | ||||
Gain on real estate transactions | 1,250 | 9,060 | ||
Termination Benefits | ||||
Changes in exit or disposal activities | ||||
Accrued beginning balance | 952 | 952 | ||
Provisions | 197 | 421 | 132 | |
Payments | (213) | (313) | (666) | |
Accrued ending balance | 510 | $ 510 | ||
Other Costs | ||||
Changes in exit or disposal activities | ||||
Provisions | 366 | 34 | 239 | |
Payments | $ (366) | $ (34) | $ (239) |
EMPLOYEE DEFINED AND POSTRETI37
EMPLOYEE DEFINED AND POSTRETIREMENT BENEFIT PLANS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2017 | Oct. 29, 2016 | Oct. 28, 2017 | Oct. 29, 2016 | |
Pension Plans | ||||
Pension and postretirement benefit plans | ||||
Interest cost | $ 1,667 | $ 1,786 | $ 4,999 | $ 5,355 |
Expected return on plan assets | (1,934) | (2,100) | (5,801) | (6,300) |
Recognition of net actuarial loss (gain) | 1,406 | 1,571 | 4,220 | 4,714 |
Net periodic benefit (income) expense | 1,139 | 1,257 | 3,418 | 3,769 |
Employer contributions to benefit plan | ||||
Contributions to benefit plan | 434 | |||
Anticipated additional contributions in remainder of the fiscal year | 121 | |||
Total anticipated contribution in fiscal year | 555 | |||
Postretirement Benefit Plan | ||||
Pension and postretirement benefit plans | ||||
Interest cost | 13 | 16 | 39 | 47 |
Recognition of net actuarial loss (gain) | (122) | (107) | (369) | (323) |
Net periodic benefit (income) expense | $ (109) | $ (91) | (330) | $ (276) |
Employer contributions to benefit plan | ||||
Contributions to benefit plan | 73 | |||
Anticipated additional contributions in remainder of the fiscal year | 194 | |||
Total anticipated contribution in fiscal year | $ 267 |
DEBT (Details)
DEBT (Details) - USD ($) $ in Thousands | Dec. 03, 2017 | Oct. 23, 2017 | Apr. 28, 2017 | Dec. 02, 2017 | Oct. 29, 2016 | Oct. 28, 2017 | Oct. 29, 2016 |
Debt | |||||||
Loss on extinguishment of debt | $ 676 | $ 559 | $ 676 | ||||
Second Amended Revolving Credit Facility Trance A | |||||||
Debt | |||||||
Revolving commitments | $ 730,000 | ||||||
Springing maturity term | 60 days | ||||||
Fifth Amendment To The Second Amended Revolving Credit Facility | |||||||
Debt | |||||||
Loss on extinguishment of debt | $ 559 | ||||||
Sixth Amendment to Second Amended Revolving Credit Facility | |||||||
Debt | |||||||
Calculation of minimum excess availability, percentage | 20.00% | 20.00% | 15.00% | ||||
Calculation of minimum excess availability, threshold amount | $ 132,500 | ||||||
8.00% Second lien senior secured notes - mature on June 15, 2021 | |||||||
Debt | |||||||
Interest rate (as a percent) | 8.00% |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 28, 2017 | Oct. 29, 2016 | Oct. 28, 2017 | Oct. 29, 2016 | Jan. 28, 2017 | |
Income Taxes | |||||
Deferred tax asset valuation allowance | $ 259,059 | $ 230,298 | $ 259,059 | $ 230,298 | $ 206,089 |
Income tax (benefit) provision | (106) | (158) | (136) | (446) | |
Non-cash income tax benefit from continuing operations | 519 | 591 | 1,568 | 1,784 | |
Recognition of deferred tax liabilities associated with indefinite-lived assets | $ (413) | $ (433) | $ (1,432) | $ (1,338) |
COMPREHENSIVE LOSS (Details)
COMPREHENSIVE LOSS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2017 | Oct. 29, 2016 | Oct. 28, 2017 | Oct. 29, 2016 | |
COMPREHENSIVE LOSS | ||||
Tax effect recorded on the changes recognized within other comprehensive income | $ 519 | $ 591 | $ 1,568 | $ 1,784 |
CONDENSED CONSOLIDATING FINAN41
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Balance Sheet (Details) - USD ($) $ in Thousands | Oct. 28, 2017 | Jan. 28, 2017 | Oct. 29, 2016 | Jan. 30, 2016 |
Current assets: | ||||
Cash and cash equivalents | $ 7,268 | $ 6,736 | $ 6,975 | $ 6,879 |
Merchandise inventories | 851,662 | 724,454 | 945,902 | |
Prepaid expenses and other current assets | 101,915 | 98,558 | 79,013 | |
Total current assets | 960,845 | 829,748 | 1,031,890 | |
Property, fixtures and equipment at cost, net | 529,107 | 584,803 | 606,382 | |
Intangible assets, net | 69,023 | 73,111 | 77,733 | |
Other long-term assets | 27,620 | 17,401 | 18,421 | |
Total assets | 1,586,595 | 1,505,063 | 1,734,426 | |
Current liabilities: | ||||
Accounts payable | 248,352 | 185,900 | 331,747 | |
Accrued payroll and benefits | 22,136 | 25,821 | 21,693 | |
Accrued expenses | 148,858 | 150,441 | 156,850 | |
Revolving credit facility | 664,566 | |||
Current maturities of long-term debt and capital lease and financing obligations | 7,152 | 6,685 | 63,014 | |
Total current liabilities | 1,091,064 | 368,847 | 573,304 | |
Long-term debt and capital lease and financing obligations, less current maturities | 474,021 | 982,634 | 1,049,188 | |
Other long-term liabilities | 177,473 | 176,363 | 180,576 | |
Total liabilities | 1,742,558 | 1,527,844 | 1,803,068 | |
Total shareholders' deficit | (155,963) | (22,781) | (68,642) | 34,916 |
Total liabilities and shareholders' deficit | 1,586,595 | 1,505,063 | 1,734,426 | |
Consolidating Eliminations | ||||
Current assets: | ||||
Prepaid expenses and other current assets | (180) | (180) | (180) | |
Total current assets | (180) | (180) | (180) | |
Investment in and advances to affiliates | (700,985) | (838,688) | (757,787) | |
Other long-term assets | (2,997) | (3,132) | (3,177) | |
Total assets | (704,162) | (842,000) | (761,144) | |
Current liabilities: | ||||
Accrued expenses | (180) | (180) | (180) | |
Total current liabilities | (180) | (180) | (180) | |
Other long-term liabilities | (2,997) | (3,132) | (3,177) | |
Total liabilities | (3,177) | (3,312) | (3,357) | |
Total shareholders' deficit | (700,985) | (838,688) | (757,787) | |
Total liabilities and shareholders' deficit | (704,162) | (842,000) | (761,144) | |
Parent | Reportable Legal Entities | ||||
Current assets: | ||||
Cash and cash equivalents | 1 | 1 | 1 | 1 |
Total current assets | 1 | 1 | 1 | |
Investment in and advances to affiliates | (155,964) | (22,782) | (68,643) | |
Total assets | (155,963) | (22,781) | (68,642) | |
Current liabilities: | ||||
Total shareholders' deficit | (155,963) | (22,781) | (68,642) | |
Total liabilities and shareholders' deficit | (155,963) | (22,781) | (68,642) | |
Issuer | Reportable Legal Entities | ||||
Current assets: | ||||
Cash and cash equivalents | 4,185 | 3,575 | 4,009 | 2,822 |
Merchandise inventories | 551,510 | 475,816 | 617,470 | |
Prepaid expenses and other current assets | 95,164 | 94,585 | 73,354 | |
Total current assets | 650,859 | 573,976 | 694,833 | |
Property, fixtures and equipment at cost, net | 258,610 | 277,511 | 295,459 | |
Intangible assets, net | 15,810 | 17,715 | 18,978 | |
Investment in and advances to affiliates | 441,460 | 414,949 | 507,422 | |
Other long-term assets | 29,667 | 19,800 | 20,615 | |
Total assets | 1,396,406 | 1,303,951 | 1,537,307 | |
Current liabilities: | ||||
Accounts payable | 248,352 | 185,900 | 331,747 | |
Accrued payroll and benefits | 18,142 | 21,405 | 17,564 | |
Accrued expenses | 85,852 | 70,988 | 83,748 | |
Revolving credit facility | 664,566 | |||
Current maturities of long-term debt and capital lease and financing obligations | 2,172 | 1,995 | 58,764 | |
Total current liabilities | 1,019,084 | 280,288 | 491,823 | |
Long-term debt and capital lease and financing obligations, less current maturities | 415,679 | 920,782 | 985,866 | |
Other long-term liabilities | 124,052 | 132,165 | 134,226 | |
Total liabilities | 1,558,815 | 1,333,235 | 1,611,915 | |
Total shareholders' deficit | (162,409) | (29,284) | (74,608) | |
Total liabilities and shareholders' deficit | 1,396,406 | 1,303,951 | 1,537,307 | |
Guarantor Subsidiaries | Reportable Legal Entities | ||||
Current assets: | ||||
Cash and cash equivalents | 3,082 | 3,160 | 2,965 | $ 4,056 |
Merchandise inventories | 300,152 | 248,638 | 328,432 | |
Prepaid expenses and other current assets | 6,931 | 4,153 | 5,839 | |
Total current assets | 310,165 | 255,951 | 337,236 | |
Property, fixtures and equipment at cost, net | 270,497 | 307,292 | 310,923 | |
Intangible assets, net | 53,213 | 55,396 | 58,755 | |
Investment in and advances to affiliates | 415,489 | 446,521 | 319,008 | |
Other long-term assets | 950 | 733 | 983 | |
Total assets | 1,050,314 | 1,065,893 | 1,026,905 | |
Current liabilities: | ||||
Accrued payroll and benefits | 3,994 | 4,416 | 4,129 | |
Accrued expenses | 63,186 | 79,633 | 73,282 | |
Current maturities of long-term debt and capital lease and financing obligations | 4,980 | 4,690 | 4,250 | |
Total current liabilities | 72,160 | 88,739 | 81,661 | |
Long-term debt and capital lease and financing obligations, less current maturities | 58,342 | 61,852 | 63,322 | |
Other long-term liabilities | 56,418 | 47,330 | 49,527 | |
Total liabilities | 186,920 | 197,921 | 194,510 | |
Total shareholders' deficit | 863,394 | 867,972 | 832,395 | |
Total liabilities and shareholders' deficit | $ 1,050,314 | $ 1,065,893 | $ 1,026,905 |
CONDENSED CONSOLIDATING FINAN42
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2017 | Oct. 29, 2016 | Oct. 28, 2017 | Oct. 29, 2016 | |
Condensed Consolidating Statement of Operations | ||||
Net sales | $ 545,337 | $ 589,942 | $ 1,585,902 | $ 1,723,309 |
Other income | 17,145 | 17,333 | 55,062 | 51,001 |
Total | 562,482 | 607,275 | 1,640,964 | 1,774,310 |
Costs and expenses: | ||||
Costs of merchandise sold | 365,077 | 382,892 | 1,053,833 | 1,118,078 |
Selling, general and administrative | 202,618 | 213,816 | 598,894 | 641,873 |
Depreciation and amortization | 19,830 | 22,304 | 65,172 | 70,497 |
Amortization of lease-related interests | 954 | 1,007 | 2,863 | 3,022 |
Impairment charges | 71 | 137 | 218 | 315 |
Loss from operations | (26,068) | (12,881) | (80,016) | (59,475) |
Other income (expense): | ||||
Interest expense, net | (18,915) | (18,183) | (54,962) | (48,431) |
Loss on extinguishment of debt | (676) | (559) | (676) | |
Loss before income taxes | (44,983) | (31,740) | (135,537) | (108,582) |
Income tax (benefit) provision | (106) | (158) | (136) | (446) |
Net loss | (44,877) | (31,582) | (135,401) | (108,136) |
Consolidating Eliminations | ||||
Costs and expenses: | ||||
Selling, general and administrative | (4,503) | (4,984) | (14,439) | (15,125) |
Loss from operations | 4,503 | 4,984 | 14,439 | 15,125 |
Other income (expense): | ||||
Intercompany income | (14,153) | (17,956) | (44,043) | (43,472) |
Equity in (losses) earnings of subsidiaries | 44,380 | 22,232 | 139,373 | 100,330 |
Interest expense, net | 9,650 | 12,972 | 29,604 | 28,347 |
Loss before income taxes | 44,380 | 22,232 | 139,373 | 100,330 |
Income tax (benefit) provision | (111) | (79) | (608) | (260) |
Net loss | 44,491 | 22,311 | 139,981 | 100,590 |
Parent | Reportable Legal Entities | ||||
Other income (expense): | ||||
Equity in (losses) earnings of subsidiaries | (44,983) | (31,740) | (135,537) | (108,582) |
Loss before income taxes | (44,983) | (31,740) | (135,537) | (108,582) |
Income tax (benefit) provision | (106) | (158) | (136) | (446) |
Net loss | (44,877) | (31,582) | (135,401) | (108,136) |
Issuer | Reportable Legal Entities | ||||
Condensed Consolidating Statement of Operations | ||||
Net sales | 339,283 | 352,724 | 988,799 | 1,034,299 |
Other income | 10,835 | 10,491 | 32,330 | 31,059 |
Total | 350,118 | 363,215 | 1,021,129 | 1,065,358 |
Costs and expenses: | ||||
Costs of merchandise sold | 229,474 | 230,776 | 663,709 | 675,298 |
Selling, general and administrative | 127,621 | 130,023 | 370,543 | 392,228 |
Depreciation and amortization | 10,988 | 12,628 | 36,300 | 39,827 |
Amortization of lease-related interests | 454 | 467 | 1,363 | 1,403 |
Impairment charges | 71 | 137 | 218 | 315 |
Loss from operations | (18,490) | (10,816) | (51,004) | (43,713) |
Other income (expense): | ||||
Intercompany income | 370 | 406 | 1,150 | 1,307 |
Equity in (losses) earnings of subsidiaries | 603 | 9,508 | (3,836) | 8,252 |
Interest expense, net | (27,466) | (30,162) | (81,288) | (73,752) |
Loss on extinguishment of debt | (676) | (559) | (676) | |
Loss before income taxes | (44,983) | (31,740) | (135,537) | (108,582) |
Income tax (benefit) provision | (106) | (158) | (136) | (446) |
Net loss | (44,877) | (31,582) | (135,401) | (108,136) |
Guarantor Subsidiaries | Reportable Legal Entities | ||||
Condensed Consolidating Statement of Operations | ||||
Net sales | 206,054 | 237,218 | 597,103 | 689,010 |
Other income | 6,310 | 6,842 | 22,732 | 19,942 |
Total | 212,364 | 244,060 | 619,835 | 708,952 |
Costs and expenses: | ||||
Costs of merchandise sold | 135,603 | 152,116 | 390,124 | 442,780 |
Selling, general and administrative | 79,500 | 88,777 | 242,790 | 264,770 |
Depreciation and amortization | 8,842 | 9,676 | 28,872 | 30,670 |
Amortization of lease-related interests | 500 | 540 | 1,500 | 1,619 |
Loss from operations | (12,081) | (7,049) | (43,451) | (30,887) |
Other income (expense): | ||||
Intercompany income | 13,783 | 17,550 | 42,893 | 42,165 |
Interest expense, net | (1,099) | (993) | (3,278) | (3,026) |
Loss before income taxes | 603 | 9,508 | (3,836) | 8,252 |
Income tax (benefit) provision | 217 | 237 | 744 | 706 |
Net loss | $ 386 | $ 9,271 | $ (4,580) | $ 7,546 |
CONDENSED CONSOLIDATING FINAN43
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2017 | Oct. 29, 2016 | Oct. 28, 2017 | Oct. 29, 2016 | |
Condensed Consolidating Statement of Comprehensive (Loss) Income | ||||
Net (loss) income | $ (44,877) | $ (31,582) | $ (135,401) | $ (108,136) |
Other comprehensive income, net of tax: | ||||
Pension and postretirement benefit plans | 765 | 873 | 2,283 | 2,607 |
Comprehensive loss | (44,112) | (30,709) | (133,118) | (105,529) |
Consolidating Eliminations | ||||
Condensed Consolidating Statement of Comprehensive (Loss) Income | ||||
Net (loss) income | 44,491 | 22,311 | 139,981 | 100,590 |
Other comprehensive income, net of tax: | ||||
Pension and postretirement benefit plans | (765) | (873) | (2,283) | (2,607) |
Comprehensive loss | 43,726 | 21,438 | 137,698 | 97,983 |
Parent | Reportable Legal Entities | ||||
Condensed Consolidating Statement of Comprehensive (Loss) Income | ||||
Net (loss) income | (44,877) | (31,582) | (135,401) | (108,136) |
Other comprehensive income, net of tax: | ||||
Pension and postretirement benefit plans | 765 | 873 | 2,283 | 2,607 |
Comprehensive loss | (44,112) | (30,709) | (133,118) | (105,529) |
Issuer | Reportable Legal Entities | ||||
Condensed Consolidating Statement of Comprehensive (Loss) Income | ||||
Net (loss) income | (44,877) | (31,582) | (135,401) | (108,136) |
Other comprehensive income, net of tax: | ||||
Pension and postretirement benefit plans | 765 | 873 | 2,283 | 2,607 |
Comprehensive loss | (44,112) | (30,709) | (133,118) | (105,529) |
Guarantor Subsidiaries | Reportable Legal Entities | ||||
Condensed Consolidating Statement of Comprehensive (Loss) Income | ||||
Net (loss) income | 386 | 9,271 | (4,580) | 7,546 |
Other comprehensive income, net of tax: | ||||
Comprehensive loss | $ 386 | $ 9,271 | $ (4,580) | $ 7,546 |
CONDENSED CONSOLIDATING FINAN44
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Cash Flows (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 28, 2017 | Oct. 29, 2016 | |
Condensed Consolidating Statement of Cash Flows | ||
Net cash provided by (used in) operating activities | $ (160,394) | $ (80,972) |
Cash flows from investing activities: | ||
Capital expenditures | (35,672) | (43,933) |
Proceeds from sale of property, fixtures and equipment | 40,327 | 8 |
Net cash provided by (used in) investing activities | 4,655 | (43,925) |
Cash flows from financing activities: | ||
Payments on debt and capital lease and financing obligations | (387,436) | (396,347) |
Proceeds from issuance of debt and financing obligations | 542,463 | 519,466 |
Deferred financing costs paid | (13,443) | (5,563) |
Restricted shares forfeited in lieu of payroll taxes | (64) | (191) |
Increase in book overdraft balances | 14,751 | 7,628 |
Net cash provided by financing activities | 156,271 | 124,993 |
Net increase in cash and cash equivalents | 532 | 96 |
Cash and cash equivalents at beginning of period | 6,736 | 6,879 |
Cash and cash equivalents at end of period | 7,268 | 6,975 |
Parent | Reportable Legal Entities | ||
Condensed Consolidating Statement of Cash Flows | ||
Net cash provided by (used in) operating activities | 64 | 191 |
Cash flows from financing activities: | ||
Restricted shares forfeited in lieu of payroll taxes | (64) | (191) |
Net cash provided by financing activities | (64) | (191) |
Cash and cash equivalents at beginning of period | 1 | 1 |
Cash and cash equivalents at end of period | 1 | 1 |
Issuer | Reportable Legal Entities | ||
Condensed Consolidating Statement of Cash Flows | ||
Net cash provided by (used in) operating activities | (140,178) | (103,174) |
Cash flows from investing activities: | ||
Capital expenditures | (24,795) | (23,800) |
Proceeds from sale of property, fixtures and equipment | 6,028 | 8 |
Net cash provided by (used in) investing activities | (18,767) | (23,792) |
Cash flows from financing activities: | ||
Payments on debt and capital lease and financing obligations | (384,216) | (393,378) |
Proceeds from issuance of debt and financing obligations | 542,463 | 519,466 |
Deferred financing costs paid | (13,443) | (5,563) |
Increase in book overdraft balances | 14,751 | 7,628 |
Net cash provided by financing activities | 159,555 | 128,153 |
Net increase in cash and cash equivalents | 610 | 1,187 |
Cash and cash equivalents at beginning of period | 3,575 | 2,822 |
Cash and cash equivalents at end of period | 4,185 | 4,009 |
Guarantor Subsidiaries | Reportable Legal Entities | ||
Condensed Consolidating Statement of Cash Flows | ||
Net cash provided by (used in) operating activities | (20,280) | 22,011 |
Cash flows from investing activities: | ||
Capital expenditures | (10,877) | (20,133) |
Proceeds from sale of property, fixtures and equipment | 34,299 | |
Net cash provided by (used in) investing activities | 23,422 | (20,133) |
Cash flows from financing activities: | ||
Payments on debt and capital lease and financing obligations | (3,220) | (2,969) |
Net cash provided by financing activities | (3,220) | (2,969) |
Net increase in cash and cash equivalents | (78) | (1,091) |
Cash and cash equivalents at beginning of period | 3,160 | 4,056 |
Cash and cash equivalents at end of period | $ 3,082 | $ 2,965 |
SUBSEQUENT EVENT (Details)
SUBSEQUENT EVENT (Details) | Nov. 16, 2017store |
Subsequent Event | Minimum | Scenario, Forecast | |
Subsequent Event | |
Number of future stores closing | 40 |