Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Sep. 30, 2021 | Oct. 29, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | TUESDAY MORNING CORP/DE | |
Entity Central Index Key | 0000878726 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2021 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | TUEM | |
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Security Exchange Name | NASDAQ | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Entity Shell Company | false | |
Entity File Number | 001-40432 | |
Entity Tax Identification Number | 75-2398532 | |
Entity Address, Address Line One | 6250 LBJ Freeway | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75240 | |
City Area Code | 972 | |
Local Phone Number | 387-3562 | |
Entity Bankruptcy Proceedings, Reporting Current | true | |
Entity Common Stock, Shares Outstanding | 85,768,308 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 4,550 | $ 6,534 |
Restricted cash | 137 | 22,321 |
Inventories | 174,149 | 145,075 |
Prepaid expenses | 4,404 | 5,486 |
Other current assets | 6,519 | 3,385 |
Total Current Assets | 189,759 | 182,801 |
Property and equipment, net | 33,838 | 37,784 |
Operating lease right-of-use assets | 185,619 | 193,244 |
Deferred financing costs | 2,214 | 2,459 |
Other assets | 1,546 | 1,596 |
Total Assets | 412,976 | 417,884 |
Current liabilities: | ||
Accounts payable | 56,814 | 45,930 |
Accrued liabilities | 41,876 | 46,454 |
Operating lease liabilities | 55,388 | 54,632 |
Total Current Liabilities | 154,078 | 147,016 |
Operating lease liabilities — non current | 146,533 | 156,240 |
Borrowings under revolving credit facility | 22,390 | 12,000 |
Long term debt (see Note 3 for amounts due to related parties) | 27,396 | 26,374 |
Asset retirement obligation — non-current | 1,066 | 1,021 |
Other liabilities — non-current | 2,709 | 3,432 |
Total Liabilities | 354,172 | 346,083 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, par value $0.01 per share, authorized 10,000,000 shares; none issued or outstanding | ||
Common stock, par value $0.01 per share, authorized 200,000,000 shares; 87,554,344 shares issued and 85,770,683 shares outstanding at September 30, 2021 and 87,988,233 shares issued and 86,204,572 shares outstanding at June 30, 2021 | 858 | 862 |
Additional paid-in capital | 307,108 | 305,498 |
Retained deficit | (242,350) | (227,747) |
Less: 1,783,661 common shares in treasury, at cost, at September 30, 2021 and at June 30, 2021, respectively | (6,812) | (6,812) |
Total Stockholders’ Equity | 58,804 | 71,801 |
Total Liabilities and Stockholders’ Equity | $ 412,976 | $ 417,884 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Jun. 30, 2021 |
Stockholders’ equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 87,554,344 | 87,988,233 |
Common stock, shares outstanding | 85,770,683 | 86,204,572 |
Treasury stock, shares | 1,783,661 | 1,783,661 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||
Net sales | $ 176,872 | $ 161,546 |
Cost of sales | 125,858 | 110,476 |
Gross margin | 51,014 | 51,070 |
Selling, general and administrative expenses | 60,277 | 62,069 |
Restructuring, impairment and abandonment charges | 2,430 | 5,489 |
Operating loss before interest, reorganization and other income/(expense) | (11,693) | (16,488) |
Other income/(expense): | ||
Interest expense | (1,716) | (2,753) |
Reorganization items, net | (1,292) | 37,624 |
Other income, net | 49 | 5 |
Other income/(expense) total | (2,959) | 34,876 |
Earnings/(loss) before income taxes | (14,652) | 18,388 |
Income tax benefit | (49) | (236) |
Net earnings/(loss) | $ (14,603) | $ 18,624 |
Net earnings/(loss) per common share: | ||
Basic | $ (0.17) | $ 0.41 |
Diluted | $ (0.17) | $ 0.41 |
Weighted average number of common shares: | ||
Basic | 84,310 | 45,462 |
Diluted | 84,310 | 45,462 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Deficit | Treasury Stock |
Balance at Jun. 30, 2020 | $ 6,935 | $ 455 | $ 244,021 | $ (230,729) | $ (6,812) |
Balance (in shares) at Jun. 30, 2020 | 47,341,000 | ||||
Net earnings (loss) | 18,624 | 18,624 | |||
Share-based compensation | 428 | 428 | |||
Shares issued or canceled in connection with employee stock incentive plans and related tax effect | $ (5) | 5 | |||
Shares issued or canceled in connection with employee stock incentive plans and related tax effect (in shares) | (490,000) | ||||
Balance at Sep. 30, 2020 | 25,987 | $ 450 | 244,454 | (212,105) | (6,812) |
Balance (in shares) at Sep. 30, 2020 | 46,851,000 | ||||
Balance at Jun. 30, 2021 | $ 71,801 | $ 862 | 305,498 | (227,747) | (6,812) |
Balance (in shares) at Jun. 30, 2021 | 86,204,572 | 86,205,000 | |||
Net earnings (loss) | $ (14,603) | (14,603) | |||
Share-based compensation | 1,155 | 1,155 | |||
Shares issued or canceled in connection with employee stock incentive plans and related tax effect | 451 | $ (4) | 455 | ||
Shares issued or canceled in connection with employee stock incentive plans and related tax effect (in shares) | (434,000) | ||||
Balance at Sep. 30, 2021 | $ 58,804 | $ 858 | $ 307,108 | $ (242,350) | $ (6,812) |
Balance (in shares) at Sep. 30, 2021 | 85,770,683 | 85,771,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net earnings/(loss) | $ (14,603) | $ 18,624 |
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities: | ||
Depreciation and amortization | 3,397 | 4,384 |
Loss on impairment and abandonment of assets | 2,089 | 4,804 |
Amortization of financing costs and interest expense | 1,267 | 2,466 |
(Gain)/loss on disposal of assets | 68 | (1,037) |
Share-based compensation | 1,173 | 582 |
Gain on lease terminations | (82,010) | |
Deferred income taxes | (118) | |
Construction allowances from landlords | 426 | 120 |
Change in operating assets and liabilities: | ||
Inventories | (29,092) | 6,651 |
Prepaid and other current assets | (2,002) | 3,152 |
Accounts payable | 10,884 | 18,639 |
Accrued liabilities | (4,448) | 37,809 |
Operating lease assets and liabilities | (1,875) | (351) |
Other liabilities — non-current | (575) | 1,411 |
Income taxes payable | 193 | |
Net cash provided by/(used in) operating activities | (33,216) | 15,244 |
Cash flows from investing activities: | ||
Capital expenditures | (1,761) | (619) |
Proceeds from sales of assets | 1,096 | |
Net cash provided by/(used in) investing activities | (1,761) | 477 |
Cash flows from financing activities: | ||
Proceeds from borrowings under revolving credit facility | 209,314 | 170,280 |
Repayments of borrowings under revolving credit facility | (198,924) | (170,280) |
Proceeds from exercise of employee stock options | 467 | |
Tax payments related to vested stock awards | (12) | |
Payments on finance leases | (36) | (69) |
Payment of financing fees | (444) | |
Net cash provided by/(used in) financing activities | 10,809 | (513) |
Net increase/(decrease) in cash and cash equivalents and restricted cash | (24,168) | 15,208 |
Cash and cash equivalents and restricted cash, beginning of period | 28,855 | 46,676 |
Cash and cash equivalents and restricted cash, end of period | $ 4,687 | $ 61,884 |
Nature of Operations and Signif
Nature of Operations and Significant Accounting Policies | 3 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Nature of Operations and Summary of Significant Accounting Policies | 1. Nature of Operations and Significant Accounting Policies Basis of presentation — The unaudited interim consolidated financial statements herein include the accounts of Tuesday Morning Corporation and its subsidiaries (the "Company") and have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). As applicable under such regulations, certain information and footnote disclosures have been condensed or omitted. We believe the presentation and disclosures herein are adequate to make the information not misleading, and the consolidated financial statements reflect all elimination entries and normal recurring adjustments which are necessary for a fair presentation of the financial position, results of operations and cash flows at the dates and for the periods presented. We do not present a consolidated statement of comprehensive income as there are no other comprehensive income items in either the current or prior fiscal periods. Our business results historically have fluctuated throughout the year and, as a result, the operating results of the interim periods presented are not necessarily indicative of the results that may be achieved for the full year. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended June 30, 2021. The consolidated balance sheet at June 30, 2021 has been derived from the audited consolidated financial statements at that date. The preparation of the consolidated financial statements is in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts and related disclosures. Actual amounts could differ from those estimates. Our fiscal year ends on June 30 and we operate our business as a single operating segment. (A) Cash and Cash Equivalents (B) Restricted Cash Emergence from Chapter 11 Bankruptcy Proceedings In response to the impacts of the COVID-19 pandemic, on May 27, 2020 (the “Petition Date”), we filed voluntary petitions (the “Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division (the “Bankruptcy Court”). The Chapter 11 Cases were jointly administered for procedural purposes. During the pendency of the Chapter 11 Cases, we continued to operate our businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. In accordance with orders of the Bankruptcy Court, we entered into certain debtor-in-possession financing arrangements to provide financing during the pendency of the Chapter 11 Cases. See Note 3 “Debt” below for additional information regarding these debtor-in-possession financing arrangements. In early June 2020, in accordance with orders of the Bankruptcy Court, we commenced the process to close 132 store locations. By the end of July 2020, all of these stores were permanently closed. In mid-July 2020, we began the process to close an additional 65 stores following negotiations with our landlords, and those store closures were completed in August 2020. In total, we permanently closed 197 stores during the first quarter of fiscal 2021. In addition, we closed our Phoenix distribution center in the second quarter of fiscal 2021. On November 16, 2020, the Company and its subsidiaries filed with the Bankruptcy Court a proposed Revised Second Amended Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code (the “Amended Plan”) and a proposed Amended Disclosure Statement (the “Amended Disclosure Statement”) in support of the Amended Plan describing the Amended Plan and the solicitation of votes to approve the same from certain of the Debtors’ creditors with respect to the Chapter 11 Cases. The Amended Plan and the Amended Disclosure Statement contemplated the debt financing transactions described in Note 3 below under the caption “Post-Emergence Debt Financing Arrangements,” the exchange and Rights Offering (defined in Note 12 below) and the sale-leaseback transactions described in Note 8 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended June 30, 2021. On December 23, 2020, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Amended Plan, with certain modifications described in the Confirmation Order (as modified and confirmed, the “Plan of Reorganization”). On December 31, 2020, all of the conditions precedent to the Plan of Reorganization were satisfied and the Company completed the debt financing and sale-leaseback contemplated in the Plan of Reorganization. However, the closing of the Rights Offering was considered a critical component to the execution of our confirmed Plan of Reorganization, therefore, we continued to apply the requirements of ASC 852 – Reorganizations until that transaction closed on February 9, 2021. In accordance with the Plan of Reorganization, effective December 31, 2020 (the “Effective Date”), the Company’s board of directors was comprised of nine members, including five continuing directors of the Company, three new directors appointed by the Backstop Party (as defined in Note 12 below) and one director appointed by the equity committee in the Chapter 11 Cases. Pursuant to the Plan of Reorganization, each outstanding share of the Company’s common stock as of the close of business on January 4, 2021 was exchanged for (1) one new share of the Company’s stock and (2) a share purchase right entitling the holder to purchase its pro rata portion of shares available to eligible holders in the Rights Offering described under the caption “Equity Financing under the Plan of Reorganization” in Note 7 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended June 30, 2021. On February 9, 2021, the Company completed the equity financing contemplated by the Plan of Reorganization. On September 29, 2021, the U.S. Bankruptcy Court issued a final decree (the “Final Decree”) closing the Chapter 11 Cases of the Company and its subsidiaries. While the Company emerged from bankruptcy proceedings on December 31, 2020, the Chapter 11 Cases remained opened pending final resolution of all claims of general unsecured creditors. The Company was able to resolve all of the claims for approximately $14 million less than the amounts reserved and retained in the Unsecured Creditor Claim Fund. Upon entry of the Final Decree, the approximately $14 million remaining in the escrow account was returned to the Company to make a repayment on its ABL credit facility and the Chapter 11 Cases are now final. See Note 2 regarding Bankruptcy Accounting for further discussion. Listing During the pendency of our bankruptcy proceedings, the Company’s common stock was delisted by the Nasdaq Stock Market, LLC (“Nasdaq”) and began trading on the OTC Pink marketplace under the symbol “TUESQ”. In January 2021, following our emergence from bankruptcy, the Company’s common stock began trading on the OTCQX market under the ticker symbol “TUEM.” On May 24, 2021, Nasdaq approved our application for the relisting of the Company's common stock on the Nasdaq Capital Market. The Company's common stock was relisted and commenced trading on the Nasdaq Capital Market at the opening of the market on May 25, 2021, under the ticker symbol "TUEM." Impact of the COVID-19 Pandemic The COVID-19 pandemic has had an adverse effect on our business operations, store traffic, employee availability, financial conditions, results of operations, liquidity and cash flow. On March 25, 2020, we temporarily closed all of our 687 stores nationwide, severely reducing revenues, resulting in significant operating losses and the elimination of substantially all operating cash flow. As allowed by state and local jurisdictions, 685 of our stores gradually reopened as of the end of June 2020, and two were permanently closed during the quarter. In accordance with our bankruptcy plan of reorganization, described below, we completed the permanent closure of 197 stores in the first quarter of fiscal 2021 and the closure of our Phoenix distribution center in second quarter of fiscal 2021. In addition, as part of our restructuring, we secured financing to pay creditors in accordance with the plan of reorganization and to fund planned operations and expenditures. Future impacts from the COVID-19 pandemic will depend on the potential further geographic spread and duration of the ongoing pandemic, the timing and extent of recovery in traffic and consumer spending in our stores, the extent and duration of ongoing impacts to domestic and international supply chains and the related impacts on the flow, availability and cost of products, the production and administration of effective medical treatments and vaccines, and the actions that may be taken by various governmental authorities and other third parties in response to the pandemic. Accounting Pronouncement Recently Adopted In March 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force) In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years, with early adoption permitted. We adopted this standard in the first quarter of fiscal 2022 and it did not result in a material impact to the Company’s consolidated financial statements. |
Bankruptcy Accounting
Bankruptcy Accounting | 3 Months Ended |
Sep. 30, 2021 | |
Reorganizations [Abstract] | |
Bankruptcy Accounting | 2. Bankruptcy Accounting Reorganizations require that the consolidated financial statements, for periods subsequent to the filing of the Chapter 11 Cases, distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. During the pendency of the Chapter 11 Cases until we qualified for emergence under ASC 852, the consolidated financial statements were prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities and commitments in the normal course of business and reflect the application of ASC 852. Accordingly, certain expenses, gains and losses that were realized or incurred in the bankruptcy proceedings were recorded in Reorganization items, net in our Consolidated Statements of Operations. Pursuant to the Plan of Reorganization, an escrow account (the “Unsecured Creditor Claim Fund”) was established for the benefit of holders of allowed general unsecured claims. Upon the closing of the sale and leaseback of the Corporate Office and the Dallas Distribution Center properties and the issuance of the Term Loan (as defined in Note 3 below), net proceeds of $67.5 million, after payment of property taxes, and $18.8 million, respectively, were deposited directly into the Unsecured Creditor Claim Fund that is being administered by an independent unsecured claims disbursing agent. The remaining proceeds from the Term Loan that were not deposited into the Unsecured Creditor Claim Fund were deposited into our operating account. In addition, $14.2 million of additional cash was deposited into a segregated bank account at Wells Fargo Bank and was restricted for use in paying compensation for services rendered by professionals on or after the Petition date and prior to the approval date of our Plan of Reorganization by the court (“Effective Date”) (“Wells Fargo Restricted Fund”). The closing of the Rights Offering described in Note 7 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended June 30, 2021 provided approximately $40.0 million of cash that was deposited to the Unsecured Creditor Claim Fund and recorded as restricted cash. During the fiscal 2021, all services rendered by professionals were paid and the Wells Fargo Restricted Fund account was closed with all of the applicable funds disbursed. Net cash remaining of $1.9 million was deposited directly into our unrestricted cash account during the fourth quarter of fiscal 2021. Our Plan of Reorganization was confirmed on December 23, 2020, and all listed material conditions precedent were resolved by the December 31, 2020 legal effective date of emergence as governed by the Bankruptcy Court. However, the closing of our Rights Offering was considered a critical component to the execution of our confirmed Plan of Reorganization, therefore, we continued to apply the requirements of ASC 852 until that transaction closed on February 9, 2021. On September 29, 2021, the U.S. Bankruptcy Court issued a Final Decree closing the Chapter 11 Cases of the Company and its subsidiaries. While the Company emerged from bankruptcy proceedings on December 31, 2020, the Chapter 11 Cases remained opened pending final resolution of all claims of general unsecured creditors. The Company was able to resolve all of these claims for approximately $14 million less than the amounts reserved and retained in the Unsecured Creditor Claim Fund. Upon entry of the Final Decree, the approximately $14 million remaining in the Unsecured Creditor Claim Fund was returned to the Company to make a repayment on its ABL credit facility and the Chapter 11 Cases are now final. As of September 30, 2021, we had $0.1 million of cash held in the Unsecured Creditor Claim Fund, recorded as restricted cash on the balance sheet for the payment of remaining resolved claims. Restructuring, Impairment and Abandonment Charges Restructuring, impairment and abandonment charges totaled $2.4 million and $5.5 million for the three months ended September 30, 2021 and September 30, 2020, respectively and included the following (in thousands): Three Months Ended September 30, 2021 2020 Restructuring costs: Severance and compensation related costs $ 341 $ 685 Total restructuring costs $ 341 $ 685 Impairment costs: Corporate long-lived assets $ 2,089 $ - Total impairment costs $ 2,089 $ - Abandonment costs: Accelerated recognition of operating right-of-use assets $ - $ 4,804 Total abandonment costs $ - $ 4,804 Total restructuring, impairment and abandonment costs $ 2,430 $ 5,489 For the three months ended September 30, 2021, restructuring, impairment and abandonment cost related to $0.3 million of employee retention costs and $2.1 million of software impairment charges. Reorganization Items Reorganization items included in our consolidated statement of operations represent amounts directly resulting from the Chapter 11 Cases and resulted in a net loss of $1.3 million and a net benefit of $37.6 million for the three months ended September 30, 2021 and September 30, 2020, respectively, and included the following (in thousands): Three Months Ended September 30, 2021 2020 Reorganization items, net: Professional and legal fees $ 228 $ 9,846 Claims related costs 1,063 - Gains on lease terminations, net of estimated claims - (47,470 ) Total reorganization items, net $ 1,292 $ (37,624 ) For the three months ended September 30, 2021, reorganization items, net charges related to $1.1 million in claims related cost and $0.2 million in professional and legal fees related to our reorganization. For the three months ended September 30, 2020, reorganization item, net was a net benefit of $37.6 million due to a net gain of $47.5 million resulting from store lease terminations under our permanent closure plan partially offset by $9.8 million in professional and legal fees related to our reorganization. |
Debt
Debt | 3 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 3. Debt Pre-Petition Financing Agreements Through December 31, 2020, we were party to a credit agreement that provided for an asset-based, five-year As of December 31, 2020, we had no amounts outstanding under the Pre-Petition ABL Credit Agreement, and that agreement was terminated in connection with our legal emergence from bankruptcy. Debtor-In-Possession Financing Agreements On May 29, 2020, we entered into a Senior Secured Super Priority Debtor-in-Possession Credit Agreement (the “DIP ABL Credit Agreement”) among the Company, JPMorgan Chase Bank, N.A., as administrative agent, for itself and the other lenders, which provided for a super priority secured debtor-in-possession revolving credit facility in an aggregate amount of up to $100.0 million. On July 10, 2020, we entered into a Senior Secured Super Priority Debtor-In-Possession Delayed Draw Term Loan Agreement (the “DIP DDTL Agreement”) with the Franchise Group, Inc., which provided for delayed draw term loans in an amount not to exceed $25.0 million. We made no borrowings under the DIP ABL Credit Agreement or the DIP DDTL Agreement. On December 31, 2020, the DIP ABL Credit Agreement and the DIP DDTL Agreement were terminated in connection with our legal emergence from bankruptcy. Post-Emergence Financing Arrangements On December 31, 2020, the Company and its subsidiaries entered into a Credit Agreement (the “New ABL Credit Agreement”) with JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A. and Bank of America, N.A. (collectively, the “Lenders”) that provides for a revolving credit facility in an aggregate amount of $110.0 million (the “New ABL Facility”). The New ABL Credit Agreement includes conditions to borrowings, representations and warranties, affirmative and negative covenants, and events of default customary for financings of this type and size. The New ABL Credit Agreement requires the Company to maintain a minimum fixed charge coverage ratio if borrowing availability falls below certain minimum levels, after the first anniversary of the agreement. We are not required to be compliant per the lender agreement until December 31, 2021. Under the terms of the New ABL Credit Agreement, amounts available for advances would be subject to a borrowing base as described in the New ABL Credit Agreement. Under the New ABL Credit Agreement, borrowings will initially bear interest at a rate equal to the adjusted LIBOR rate plus a spread of 2.75% or the Commercial Bank Floating Bank rate plus a spread of 1.75%. The New ABL Facility is secured by a first priority lien on all present and after-acquired tangible and intangible assets of the Company and its subsidiaries other than certain collateral that secures the Term Loan (as defined below). The commitments of the Lenders under the New ABL Facility will terminate and outstanding borrowings under the New ABL Facility will mature on December 31, 2023. As of September 30, 2021, we had $22.4 million of borrowings outstanding under the New ABL Facility and, $13.8 million of letters of credit outstanding. Taking into account $10.0 million of borrowing capacity that is unavailable until December 31, 2021, we have borrowing availability of $39.7 million under the New ABL Facility, as of September 30, 2021. On December 31, 2020, the Company, Alter Domus (US), LLC, as administrative agent, and the lenders named therein including Tensile Capital Partners Master Fund LP and affiliates of Osmium Partners, LLC, entered into a Credit Agreement (the “Term Loan Credit Agreement”) to provide a term loan of $25.0 million to the Company (the “Term Loan”). In accordance with the Plan of Reorganization, on December 31, 2020, three new directors were selected for membership on the Board of Directors by Osmium Partners (Larkspur SPV), LP, an affiliate of Tensile Capital Partners Master Fund LP (“Tensile”) and Osmium Partners, LLC (“Osmium”). Pursuant to the Term Loan Credit Agreement, Tensile Capital Partners Master Fund, LP and affiliates of Osmium Partners, LLC., held $19.0 million and $1.0 million, respectively, of the $25.0 million outstanding Term Loan. Representatives of Osmium and Tensile both hold seats on the board and therefore Osmium and Tensile are related parties to the company. Pursuant to the terms of the Term Loan Credit Agreement, the Term Loan has a maturity date of December 31, 2024 and bears interest at a rate of 14% per annum, with interest payable in-kind (“PIK”). Under the terms of the Term Loan Credit Agreement, the Term Loan is secured by a second lien on the collateral securing the New ABL Facility and a first lien on certain other assets of the Company as described in the Term Loan Credit Agreement. The Term Loan is subject to optional prepayment after the first anniversary of the date of issuance at prepayment price equal to the greater of (1) the original principal amount of the Term Loan plus accrued interest thereon, and (2) 125% of the original principal amount of the Term Loan. The Term Loan is subject to mandatory prepayment in connection with a change of control of the Company as described in the Term Loan Credit Agreement. The Term Loan Credit Agreement also includes customary covenants and events of default. The following table provide details on our Term loan as of September 30, 2021 and June 30, 2021 (in thousands): Term Loan September 30, 2021 June 30, 2021 Loan balance $ 25,000 $ 25,000 Debt issuance costs (373 ) (432 ) Accrued paid-in-kind interest 2,769 1,806 Loan balance, ending $ 27,396 $ 26,374 At September 30, 2021, we are in compliance with covenants in the New ABL Facility and Term Loan. Interest Expense Interest expense for the three months ended September 30, 2021 was $1.7 million, and was comprised of $1.0 million in interest on the New ABL Facility as well as PIK interest on the Term Loan, $0.3 million amortization of financing fees, and $0.4 million commitment fees. Interest expense for the three months ended September 30, 2020 was $2.8 million from the DIP ABL Credit Agreement and the DIP Term Facility and was comprised of $2.6 million amortization of financing fees and $0.2million of commitment fees. Fair Value Measurements The fair value of our Term Loan was determined based on observable market data provided by a third party for similar types of debt which are considered Level 2 inputs within the fair value hierarchy. The carrying value of our Term Loan as of September 30, 2021 and June 30, 2021 was $27.4 million and $26.4 million, respectively. The fair value of our Term Loan as of September 30, 2021 and June 30, 2021 was $30.4 million and $29.6 million, respectively. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Sep. 30, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | 4. Revenue recognition Our revenue is earned from sales of merchandise within our stores and is recorded at the point of sale and conveyance of merchandise to customers. Revenue is measured based on the amount of consideration that we expect to receive, reduced by point of sale discounts and estimates for sales returns, and excludes sales tax. Payment is due at the time of sale. We maintain a reserve for estimated returns, as well as a corresponding returns asset in “Other Assets” in the Consolidated Balance Sheets, and we use historical customer return behavior to estimate our reserve requirements. No impairment of the returns asset was identified or recorded as of September 30, 2021. Gift cards are sold to customers in our stores and we issue gift cards for merchandise returns in our stores. Revenue from sales of gift cards and issuances of merchandise credits is recognized when the gift card is redeemed by the customer, or if the likelihood of the gift card being redeemed by the customer is remote (gift card breakage). The gift card breakage rate is determined based upon historical redemption patterns. An estimate of the rate of gift card breakage is applied over the period of estimated performance and the breakage amounts are included in net sales in the Consolidated Statement of Operations . Breakage income recognized was $ million in the three months ended September 30 , 2021 and $ 0.05 million for the three months ended September 30, 2020 . The gift card lia bility is included in “Accrued l iabilities” in the Consolidated Balance Sheet s . We will continue to evaluate whether and how store closures may affect customer behavior with respect to sales returns and gift card redemption and related breakage . |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Sep. 30, 2021 | |
Payables And Accruals [Abstract] | |
Accrued Liabilities | 5. Accrued Liabilities Accrued liabilities consisted of the following (in thousands): September 30, June 30, 2021 2021 Sales and use tax $ 3,582 $ 2,698 Self-insurance reserves 9,798 9,405 Wages, benefits and payroll taxes 8,271 9,639 Property taxes 2,069 1,510 Freight and distribution 9,643 8,658 Capital expenditures 333 348 Utilities 1,058 1,466 Gift card liability 1,020 1,045 Reorganization expenses 288 6,337 Other expenses 5,814 5,348 Total accrued liabilities $ 41,876 $ 46,454 |
Common Stock & Share-Based Ince
Common Stock & Share-Based Incentive Plans | 3 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Common Stock & Share-Based Incentive Plans | 6. Common Stock & Share-Based Incentive Plans For a discussion of the exchange of our common stock and equity financing under the Plan of Reorganization, please see Note 7 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended June 30, 2021. Ownership Restrictions In order to continue to assist the Company in preserving certain tax attributes (the “Tax Benefits”), the Company’s Amended and Restated Certificate of incorporation imposes certain restrictions on the transferability and ownership of the Company’s capital stock (the “Ownership Restrictions”). Subject to certain exceptions, the Ownership Restrictions restrict (i) any transfer that would result in any person acquiring 4.5% or more of our Common Stock, (ii) any transfer that would result in an increase of the ownership percentage of any person already owning 4.5% or more of our Common Stock, or (iii) any transfer during the five-year period following December 31, 2020 that would result in a decrease of the ownership percentage of any person already owning 4.5% or more of our Common Stock. Pursuant to the Company’s Amended and Restated Certificate of Incorporation, any transferee receiving shares of our Common Stock that would result in a violation of the Ownership Restrictions will not be recognized as a stockholder of the Company or entitled to any rights of stockholders. The Company’s Amended and Restated Certificate of Incorporation allows the Ownership Restrictions to be waived by the Company’s board of directors on a case by case basis. The Board of Directors has taken action to waive the restrictions with respect to sales of shares acquired in the Rights Offering by the Backstop Party. The Ownership Restrictions will remain in effect until the earliest of (i) the repeal of Section 382 of the Internal Revenue Code or any successor statute if the board of directors determines the Ownership Restrictions are no longer necessary for preservation of the Tax Benefits, (ii) the beginning of a taxable year in which the board of directors determines no Tax Benefits may be carried forward, or (iii) such other date as shall be established by the board of directors. Share-Based Incentive Plans For a discussion of our share-based incentive plans, please see Note 7 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended June 30, 2021. Restricted Stock Awards/Units The Tuesday Morning Corporation 2008 Long-Term Incentive Plan (the “2008 Plan”) and the Tuesday Morning Corporation Long-Term Incentive Plan (the “2014 Plan” and together with the 2008 Plan, the “Plans” authorize the grant of restricted stock awards to directors, officers, key employees and certain other key individuals who perform services for us and our subsidiaries. Equity awards may no longer be granted under the 2008 Plan. Restricted stock awards are not transferable, but bear certain rights of common stock ownership including voting and dividend rights. Shares are valued at the fair market value of our common stock at the date of award. Shares may be subject to certain performance requirements. If the performance requirements are not met, the restricted shares are forfeited. On September 15, 2021, Marc Katz was awarded 867,052 time-based and 867,052 performance-based restricted stock units as an incentive to become Principal and Chief Operating Officer and Paul Metcalf was awarded 289,017 time-based and 578,035 performance-based restricted stock units to become the Principal and Chief Merchant (the “Inducement Awards”). In addition, during the first quarter of fiscal 2022, the fiscal 2022 Long-Term Incentive Plan was approved by the Board of Directors and restricted stock units and performance stock units were granted under the 2014 Long-Term Incentive Plan. Under the Plans and the Inducement Awards, as of September 30, 2021, there were 1,093,747 shares of restricted stock awards and 8,230,396 restricted stock units outstanding with award vesting periods, both performance-based and service-based, of one to five years and a weighted average grant date fair value of $1.62 and $2.42 per share, respectively. The following table summarizes information about restricted stock units, performance stock units, restricted stock awards and performance stock awards granted and outstanding for the fiscal quarter ended September 30, 2021: Restricted and Performance Stock Units Number of Shares Weighted- Average Fair Value at Date of Grant Restricted and Performance Stock Awards Number of Shares Weighted- Average Fair Value at Date of Grant Outstanding at June 30, 2021 3,021,924 $ 2.83 1,708,368 $ 1.94 Granted during the quarter 5,266,165 2.19 - - Vested during the quarter (57,693 ) 3.25 (215,859 ) 2.18 Forfeited during the quarter - - (398,762 ) 2.69 Outstanding at September 30, 2021 8,230,396 $ 2.42 1,093,747 $ 1.62 As of September 30, 2021, there were 6,693,401 unvested performance-based restricted stock awards and performance-based restricted stock units to be settled in stock. Cash Settled Awards We have granted stock-based awards to certain employees, which vest over a period of three to four years, and will be settled in cash (“cash settled awards”). Both performance-based and time-based awards were granted. Except for the performance based awards which have been deemed unlikely to vest, the fair value of the cash settled awards at each reporting period is based on the price of our common stock. The fair value of the cash settled awards will be re-measured at each reporting period until the awards are settled. The following table summarizes the activity of cash settled awards based on their initial grant date values, the three months ended September 30, 2021: Performance-Based Service-Based Total Outstanding at June 30, 2021 143,675 547,698 691,373 Granted during the quarter - 503,673 503,673 Vested during the quarter - (165,969 ) (165,969 ) Forfeited during the quarter - (33,379 ) (33,379 ) Outstanding at September 30, 2021 143,675 852,023 995,698 The liability associated with the cash settled awards was $0.6 million and $1.7 million at September 30, 2021 and June 30, 2021, respectively. Share-based Compensation Costs Share based compensation costs consisted of the following (in thousands): Three Months Ended September 30, 2021 2020 Amortization of share-based compensation during the period $ 1,155 $ 428 Amounts capitalized in ending inventory (239 ) (92 ) Amounts recognized and charged to cost of sales 257 246 Amounts charged against income for the period before tax $ 1,173 $ 582 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and contingencies Information related to the Chapter 11 Cases that were filed on May 27, 2020 is included in Notes 1 and 2 above. In addition, we are involved in legal and governmental proceedings as part of the normal course of our business. Reserves have been established when a loss is considered probable and are based on management’s best estimates of our potential liability in these matters. These estimates have been developed in consultation with internal and external counsel and are based on a combination of litigation and settlement strategies. Management believes that such litigation and claims will be resolved without material effect on our financial position or results of operations. |
Leases
Leases | 3 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | 8 . Leases We conduct substantially all operations from leased facilities. Our retail store locations, our corporate office and our distribution center are under operating leases that will expire over the next 1 to 10 years. Many of our leases include options to renew at our discretion. We include the lease renewal option periods in the calculation of our operating lease assets and liabilities when it is reasonably certain that we will renew the lease. We also lease certain equipment under finance leases that generally expire within 4 years. In accordance with ASC 842, we determine whether an agreement contains a lease at inception based on our right to obtain substantially all of the economic benefits from the use of the identified asset and the right to direct the use of the identified asset. Lease liabilities represent the present value of future lease payments and the right-of-use (“ROU”) assets represent our right to use the underlying assets for the respective lease terms. The operating lease liability is measured as the present value of the unpaid lease payments and the ROU asset is derived from the calculation of the operating lease liability. As our leases do not generally provide an implicit rate, we use our incremental borrowing rate as the discount rate to calculate the present value of lease payments. The incremental borrowing rate represents an estimate of the interest rate that would be required to borrow over a similar term, on a collateralized basis in a similar economic environment. Rent escalations occurring during the term of the leases are included in the calculation of the future minimum lease payments and the rent expense related to these leases is recognized on a straight-line basis over the lease term. In addition to minimum lease payments, certain leases require payment of a proportionate share of real estate taxes and certain building operating expenses allocated on a percentage of sales in excess of a specified base. These variable lease costs are not included in the measurement of the ROU asset or lease liability due to unpredictability of the payment amount and are recorded as lease expense in the period incurred. The ROU asset is adjusted to account for previously recorded lease-related expenses such as deferred rent and other lease liabilities. Our lease agreements do not contain residual value guarantees or significant restrictions or covenants other than those customary in such arrangements. The components of lease cost are as follows (in thousands): Three Months Ended September 30, 2021 Three Months Ended September 30, 2020 Operating lease cost $ 16,528 $ 15,039 Variable lease cost 2,272 3,956 Finance lease cost: Amortization of right-of-use assets 33 73 Interest on lease liabilities — 6 Total lease cost $ 18,833 $ 19,074 The table below presents additional information related to the Company’s leases: As of September 30, 2021 Weighted average remaining lease term (in years) Operating leases 4.4 Finance leases 0.5 Weighted average discount rate Operating leases 8.7% Finance leases 2.4% Other information related to leases, including supplemental disclosures of cash flow information, is as follows (in thousands): Three Months Ended September 30, 2021 Three Months Ended September 30, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 17,050 $ 16,732 Operating cash flows from finance leases 9 5 Financing cash flows from finance leases 217 69 Right-of-use assets obtained in exchange for operating lease liabilities 4,304 (115,285 ) Maturities of lease liabilities were as follows as of September 30, 2021 (in thousands): Operating Leases Finance Leases Total Fiscal year: 2022 (remaining) $ 52,506 $ 74 $ 52,580 2023 61,197 — 61,197 2024 47,298 — 47,298 2025 32,748 — 32,748 2026 20,264 — 20,264 2027 14,153 — 14,153 Thereafter 14,931 — 14,931 Total lease payments $ 243,097 $ 74 $ 243,171 Less: Interest 41,176 1 41,177 Total lease liabilities $ 201,921 $ 73 $ 201,994 Less: Current lease liabilities 55,388 73 55,461 Non-current lease liabilities $ 146,533 $ - $ 146,533 Current and non-current finance lease liabilities are recorded in “Accrued liabilities” and “Other liabilities – non-current,” respectively, on our consolidated balance sheet. As of September 30, 2021, there were no operating lease payments for legally binding minimum lease payments for leases signed but not yet commenced. |
Earnings Per Common Share
Earnings Per Common Share | 3 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | 9. Earnings per common share The Company uses the two-class method of computing basic EPS due to the existence of non-vested restricted stock awards with non-forfeitable rights to dividends or dividend equivalents (referred to as participating securities). Basic EPS is computed using the weighted average number of common shares outstanding during each of the respective years. Diluted EPS is computed using the weighted average number of common and common equivalent shares outstanding during each of the respective years using the more dilutive of either the treasury stock method or two-class method. The difference between basic and diluted shares, if any, largely results from common equivalent shares, which represents the dilutive effect of the assumed exercise of certain outstanding share options and warrants, the assumed vesting of restricted stock granted to employees and directors, or the satisfaction of certain necessary conditions for contingently issuable shares . The following table sets forth the computat ion of basic and diluted earnings per common share (in thousands, except per share amounts): Three Months Ended September 30, 2021 2020 Net income/(loss) $ (14,603 ) $ 18,624 Less: Income to participating securities — — Net income/(loss) attributable to common shares $ (14,603 ) $ 18,624 Weighted average number of common shares outstanding — basic 84,310 45,462 Effect of dilutive stock equivalents — — Weighted average number of common shares outstanding — diluted 84,310 45,462 Net income/(loss) per common share — basic $ (0.17 ) $ 0.41 Net income/(loss) per common share — diluted $ (0.17 ) $ 0.41 For the quarter ended September 30, 2021, all options, warrants and awards representing the right to purchase shares were excluded in the dilutive earnings per share calculation because the assumed exercise of such options, warrants and awards would have been anti-dilutive. For the quarter ended September 30, 2020, options, warrants and awards representing the rights to purchase approximately 2.6 million weighted average shares respectively, were excluded in the dilutive earnings per share calculation because the assumed exercise of such options would have been anti-dilutive. On February 9, 2021, as part of the Rights Offering, the Company issued warrants to purchase 10 million shares of common stock with an exercise price of $1.65 and a five year term, all which remained outstanding as of September 30, 2021. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Sep. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 10. Property and equipment , Accumulated depreciation of owned property and equipment as of September 30, 2021 and June 30, 2021 was $155.1 million and $151.9 million, respectively. As of September 30, 2021, due to the ongoing impact of COVID-19, we performed an interim impairment assessment of our leasehold improvement assets, which included estimated future cash flow assumptions incorporating the impact of our temporary store closures. As a result of this assessment, we determined that no additional store fixed asset impairment was required as the undiscounted projected future cash flows for each store sufficiently recovered the carrying value of the related asset group. Due to the uncertainty around COVID-19, our projected future cash flows may differ materially from actual results. While we believe our estimates and judgments about projected future cash flows are reasonable, future impairment charges may be required if the future cash flows, as projected, do not occur, or if events change requiring us to revise our estimates. |
Income Taxes
Income Taxes | 3 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income taxes The Company or one of its subsidiaries files income tax returns in the U.S. federal, state and local taxing jurisdictions. With few exceptions, the Company and its subsidiaries are no longer subject to state and local income tax examinations for years prior to fiscal 2016 and are no longer subject to federal income tax examinations for years prior to fiscal 2013. On March 27, 2020, in an effort to mitigate the economic impact of the COVID-19 pandemic, the U.S. Congress enacted the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). The CARES Act includes certain corporate income tax provisions, which among other things, included a five-year carryback of net operating losses and acceleration of the corporate alternative minimum tax credit. The Company has evaluated the CARES Act and it is not expected to have a material impact on the income tax provision. The CARES Act also contains provisions for deferral of the employer portion of social security taxes incurred through the end of calendar 2020 and an employee retention credit, a refundable payroll credit for 50% of wages and health benefits paid to employees not providing services due to the pandemic. As a result of the CARES Act, we continue to defer qualified payroll taxes and intend to claim the employee retention credit. The effective tax rate for the quarter ended September 30, 2021 was 0.3% and resulted in a tax benefit for the quarter. The effective tax rate for the quarter ended September 30, 2020 was (1.3%), resulting in tax benefit for the prior year quarter. A full valuation allowance is currently recorded against substantially all of the Company’s deferred tax assets. A deviation from the customary relationship between income tax expense and (benefit) and pretax income/(loss) results from the effects of the valuation allowance. |
Related Party
Related Party | 3 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party | 12. Related Party On November 16, 2020, following approval of the Bankruptcy Court, the Company and Osmium Partners LLC (“Osmium Partners”) entered into a backstop commitment agreement (the “Backstop Commitment Agreement”), pursuant to which Osmium Partners agreed that Osmium Partners or an affiliate would serve as the backstop party (the “Backstop Party”) and purchase all unsubscribed shares for a price of $1.10 per share in a $40 million rights offering (the “Rights Offering”), pursuant to which eligible holders of the Company’s common stock could purchase up to $24 million of shares of the Company’s common stock for a price of $1.10 per share. The Rights Offering is described in more detail in Note 7 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended June 30, 2021. Osmium Partners (Larkspur SPV) LP (“Larkspur SPV”), jointly owned by Osmium Partners and Tensile Capital Partners Master Fund LP (“TCM”), was formed to serve as the Backstop Party. In addition, on November 15, 2020, the Company and TCM entered into a commitment letter (the “Commitment Letter”) pursuant to which TCM agreed to provide $25 million in subordinated debt financing to the Company. In accordance with the Plan of Reorganization and the Commitment Letter, on December 31, 2020, the Company, Alter Domus (US), LLC, as administrative agent, and the lenders named therein, including TCM and an affiliate of Osmium, entered into the Term Loan Credit Agreement described in Note 3 above which provided for the $25 million Term Loan to the Company. In accordance with the Plan of Reorganization and the Backstop Commitment Agreement, on December 31, 2020, the Company, Osmium Partners and Larkspur SPV (Osmium Partners and Larkspur SPV together, the “Osmium Group”) entered into an agreement pursuant to which the Osmium Group is entitled to appoint three directors to the Company’s Board of Directors (the “Directors Agreement”). Pursuant to the Directors Agreement, Douglas J. Dossey of Tensile Capital Management LP, John H. Lewis of Osmium Partners and W. Paul Jones were appointed as members of the Company’s Board of Directors. The Directors Agreement entitles the Osmium Group to appoint an additional member of the Board of Directors under certain circumstances. The Directors Agreement also specifies various other board-related and voting-related procedures and includes a standstill provision limiting certain actions by the Osmium Group. On February 9, 2021, the Company received proceeds of approximately $40 million upon the closing of the Rights Offering, as contemplated by the Plan of Reorganization. In accordance with the terms of the Backstop Commitment Agreement, Larkspur SPV purchased 18,340,411 shares of the Company’s common stock in the Rights Offering for an aggregate purchase price of approximately $20.2 million. In addition, in accordance with the Plan of Reorganization and the Backstop Commitment Agreement, Larkspur SPV received (1) 1,818,182 additional shares of the Company’s common stock as payment of the commitment fee for serving as Backstop Party in the Rights Offering, and (2) a warrant to purchase 10 million additional shares of the Company’s common stock at a purchase price of $1.65 per share. Based on Schedule 13D filings made by Osmium Partners and TCM, and their respective affiliates, on February 19, 2021, Osmium Partners and TCM each are deemed to beneficially own the 30,158,593 shares of the Company’s stock beneficially owned by Larkspur SPV (representing approximately 31.4% of outstanding shares). Based on the Schedule 13D and subsequent filings with the SEC, Osmium Partners beneficially owns an additional 2,026,840 shares of the Company’s common stock. |
Nature of Operations and Sign_2
Nature of Operations and Significant Accounting Policies (Policies) | 3 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of presentation — The unaudited interim consolidated financial statements herein include the accounts of Tuesday Morning Corporation and its subsidiaries (the "Company") and have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). As applicable under such regulations, certain information and footnote disclosures have been condensed or omitted. We believe the presentation and disclosures herein are adequate to make the information not misleading, and the consolidated financial statements reflect all elimination entries and normal recurring adjustments which are necessary for a fair presentation of the financial position, results of operations and cash flows at the dates and for the periods presented. We do not present a consolidated statement of comprehensive income as there are no other comprehensive income items in either the current or prior fiscal periods. Our business results historically have fluctuated throughout the year and, as a result, the operating results of the interim periods presented are not necessarily indicative of the results that may be achieved for the full year. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended June 30, 2021. The consolidated balance sheet at June 30, 2021 has been derived from the audited consolidated financial statements at that date. The preparation of the consolidated financial statements is in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts and related disclosures. Actual amounts could differ from those estimates. Our fiscal year ends on June 30 and we operate our business as a single operating segment. |
Cash and Cash Equivalents | (A) Cash and Cash Equivalents |
Restricted Cash | (B) Restricted Cash |
Accounting Pronouncement Recently Adopted | Accounting Pronouncement Recently Adopted In March 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force) In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years, with early adoption permitted. We adopted this standard in the first quarter of fiscal 2022 and it did not result in a material impact to the Company’s consolidated financial statements. |
Bankruptcy Accounting (Tables)
Bankruptcy Accounting (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Reorganizations [Abstract] | |
Schedule of Restructuring and Abandonment Charges | Restructuring, impairment and abandonment charges totaled $2.4 million and $5.5 million for the three months ended September 30, 2021 and September 30, 2020, respectively and included the following (in thousands): Three Months Ended September 30, 2021 2020 Restructuring costs: Severance and compensation related costs $ 341 $ 685 Total restructuring costs $ 341 $ 685 Impairment costs: Corporate long-lived assets $ 2,089 $ - Total impairment costs $ 2,089 $ - Abandonment costs: Accelerated recognition of operating right-of-use assets $ - $ 4,804 Total abandonment costs $ - $ 4,804 Total restructuring, impairment and abandonment costs $ 2,430 $ 5,489 |
Schedule of Reorganization Items | Reorganization items included in our consolidated statement of operations represent amounts directly resulting from the Chapter 11 Cases and resulted in a net loss of $1.3 million and a net benefit of $37.6 million for the three months ended September 30, 2021 and September 30, 2020, respectively, and included the following (in thousands): Three Months Ended September 30, 2021 2020 Reorganization items, net: Professional and legal fees $ 228 $ 9,846 Claims related costs 1,063 - Gains on lease terminations, net of estimated claims - (47,470 ) Total reorganization items, net $ 1,292 $ (37,624 ) |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Term Loan | The following table provide details on our Term loan as of September 30, 2021 and June 30, 2021 (in thousands): Term Loan September 30, 2021 June 30, 2021 Loan balance $ 25,000 $ 25,000 Debt issuance costs (373 ) (432 ) Accrued paid-in-kind interest 2,769 1,806 Loan balance, ending $ 27,396 $ 26,374 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following (in thousands): September 30, June 30, 2021 2021 Sales and use tax $ 3,582 $ 2,698 Self-insurance reserves 9,798 9,405 Wages, benefits and payroll taxes 8,271 9,639 Property taxes 2,069 1,510 Freight and distribution 9,643 8,658 Capital expenditures 333 348 Utilities 1,058 1,466 Gift card liability 1,020 1,045 Reorganization expenses 288 6,337 Other expenses 5,814 5,348 Total accrued liabilities $ 41,876 $ 46,454 |
Common Stock & Share-Based In_2
Common Stock & Share-Based Incentive Plans (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Information about Restricted and Performance Stock Units and Awards Granted and Outstanding | The following table summarizes information about restricted stock units, performance stock units, restricted stock awards and performance stock awards granted and outstanding for the fiscal quarter ended September 30, 2021: Restricted and Performance Stock Units Number of Shares Weighted- Average Fair Value at Date of Grant Restricted and Performance Stock Awards Number of Shares Weighted- Average Fair Value at Date of Grant Outstanding at June 30, 2021 3,021,924 $ 2.83 1,708,368 $ 1.94 Granted during the quarter 5,266,165 2.19 - - Vested during the quarter (57,693 ) 3.25 (215,859 ) 2.18 Forfeited during the quarter - - (398,762 ) 2.69 Outstanding at September 30, 2021 8,230,396 $ 2.42 1,093,747 $ 1.62 |
Summary of Activity of Cash Settled Awards | The following table summarizes the activity of cash settled awards based on their initial grant date values, the three months ended September 30, 2021: Performance-Based Service-Based Total Outstanding at June 30, 2021 143,675 547,698 691,373 Granted during the quarter - 503,673 503,673 Vested during the quarter - (165,969 ) (165,969 ) Forfeited during the quarter - (33,379 ) (33,379 ) Outstanding at September 30, 2021 143,675 852,023 995,698 |
Schedule of Share Based Compensation Costs | Share based compensation costs consisted of the following (in thousands): Three Months Ended September 30, 2021 2020 Amortization of share-based compensation during the period $ 1,155 $ 428 Amounts capitalized in ending inventory (239 ) (92 ) Amounts recognized and charged to cost of sales 257 246 Amounts charged against income for the period before tax $ 1,173 $ 582 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Components of Lease Cost | The components of lease cost are as follows (in thousands): Three Months Ended September 30, 2021 Three Months Ended September 30, 2020 Operating lease cost $ 16,528 $ 15,039 Variable lease cost 2,272 3,956 Finance lease cost: Amortization of right-of-use assets 33 73 Interest on lease liabilities — 6 Total lease cost $ 18,833 $ 19,074 |
Schedule of Additional Information Related to Leases | The table below presents additional information related to the Company’s leases: As of September 30, 2021 Weighted average remaining lease term (in years) Operating leases 4.4 Finance leases 0.5 Weighted average discount rate Operating leases 8.7% Finance leases 2.4% |
Schedule of Other Information Related to Leases Including Supplemental Disclosures of Cash Flow Information | Other information related to leases, including supplemental disclosures of cash flow information, is as follows (in thousands): Three Months Ended September 30, 2021 Three Months Ended September 30, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 17,050 $ 16,732 Operating cash flows from finance leases 9 5 Financing cash flows from finance leases 217 69 Right-of-use assets obtained in exchange for operating lease liabilities 4,304 (115,285 ) |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities were as follows as of September 30, 2021 (in thousands): Operating Leases Finance Leases Total Fiscal year: 2022 (remaining) $ 52,506 $ 74 $ 52,580 2023 61,197 — 61,197 2024 47,298 — 47,298 2025 32,748 — 32,748 2026 20,264 — 20,264 2027 14,153 — 14,153 Thereafter 14,931 — 14,931 Total lease payments $ 243,097 $ 74 $ 243,171 Less: Interest 41,176 1 41,177 Total lease liabilities $ 201,921 $ 73 $ 201,994 Less: Current lease liabilities 55,388 73 55,461 Non-current lease liabilities $ 146,533 $ - $ 146,533 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 3 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Common Share | The following table sets forth the computat ion of basic and diluted earnings per common share (in thousands, except per share amounts): Three Months Ended September 30, 2021 2020 Net income/(loss) $ (14,603 ) $ 18,624 Less: Income to participating securities — — Net income/(loss) attributable to common shares $ (14,603 ) $ 18,624 Weighted average number of common shares outstanding — basic 84,310 45,462 Effect of dilutive stock equivalents — — Weighted average number of common shares outstanding — diluted 84,310 45,462 Net income/(loss) per common share — basic $ (0.17 ) $ 0.41 Net income/(loss) per common share — diluted $ (0.17 ) $ 0.41 |
Nature of Operations and Summar
Nature of Operations and Summary of Significant Accounting Policies - Narrative (Details) | Sep. 29, 2021USD ($) | Jan. 04, 2021shares | Jul. 15, 2020Store | Jun. 08, 2020Store | Mar. 25, 2020Store | Sep. 30, 2021USD ($) | Dec. 31, 2020Director | Sep. 30, 2020Store | Jun. 30, 2020Store | Jun. 30, 2021USD ($) |
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Credit card receivables from third party consumer credit card providers | $ | $ 3,100,000 | $ 3,200,000 | ||||||||
Restricted cash | $ | $ 137,000 | $ 22,321,000 | ||||||||
Petition date | May 27, 2020 | |||||||||
Number of store locations in process to close | 132 | |||||||||
Number of stores expect to close | 65 | |||||||||
Number of stores permanently closed | 197 | 2 | ||||||||
Maximum amounts reserved and retained in unsecured creditor claim fund | $ | $ 14,000,000 | |||||||||
Remaining escrow account | $ | $ 14,000,000 | |||||||||
Number of stores temporarily closed | 687 | |||||||||
Number of stores reopened | 685 | |||||||||
ASU 2021-04 | ||||||||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | |||||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | |||||||||
ASU 2019-12 | ||||||||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Change in accounting principle, accounting standards update, adopted [true false] | true | |||||||||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | |||||||||
Backstop Commitment Agreement | ||||||||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Number of directors | Director | 9 | |||||||||
Number of continuing directors | Director | 5 | |||||||||
Backstop Commitment Agreement | Osmium Partners LLC | ||||||||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Number of new shares exchanged for business close | shares | 1 | |||||||||
Backstop Commitment Agreement | Backstop Party | ||||||||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Number of new directors appointed | Director | 3 | |||||||||
Backstop Commitment Agreement | Equity Committee | ||||||||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Number of new directors appointed | Director | 1 |
Bankruptcy Accounting - Narrati
Bankruptcy Accounting - Narrative (Details) - USD ($) | Sep. 29, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 |
Bankruptcy Accounting [Line Items] | ||||
Proceeds from issuance of term loan under sale and leaseback after payment of property taxes | $ 67,500,000 | |||
Proceeds from issuance of term loan under sale and leaseback | 18,800,000 | |||
Restricted cash deposits | 14,200,000 | |||
Net cash remaining deposited in unrestricted cash account | $ 1,900,000 | |||
Additional contribution to unsecured creditor claim fund | 40,000,000 | |||
Maximum amounts reserved and retained in unsecured creditor claim fund | $ 14,000,000 | |||
Remaining unsecured creditor claim fund | $ 14,000,000 | |||
Bankruptcy claims, amount of claim fund to be distributed | 100,000 | |||
Restructuring, impairment and abandonment charges | 2,430,000 | $ 5,489,000 | ||
Reorganization items, net | 1,292,000 | (37,624,000) | ||
Claims related cost | 1,063,000 | |||
Professional and legal fees | 228,000 | 9,846,000 | ||
Gain on lease liabilities of estimated claims | 47,470,000 | |||
Employee Retention Costs | ||||
Bankruptcy Accounting [Line Items] | ||||
Restructuring, impairment and abandonment charges | 300,000 | |||
Permanent Store and Phoenix, Arizona Distribution Center | ||||
Bankruptcy Accounting [Line Items] | ||||
Restructuring, impairment and abandonment charges | 4,800,000 | |||
Severance and Employee Retention Costs | ||||
Bankruptcy Accounting [Line Items] | ||||
Restructuring, impairment and abandonment charges | $ 700,000 | |||
Software | ||||
Bankruptcy Accounting [Line Items] | ||||
Impairment of intangible assets | $ 2,100,000 |
Bankruptcy Accounting - Schedul
Bankruptcy Accounting - Schedule of Restructuring, Impairment and Abandonment Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Restructuring costs: | ||
Severance and compensation related costs | $ 341 | $ 685 |
Total restructuring costs | 341 | 685 |
Impairment costs: | ||
Corporate long-lived assets | 2,089 | |
Total impairment costs | 2,089 | |
Abandonment costs: | ||
Accelerated recognition of operating right-of-use assets | 4,804 | |
Total abandonment costs | 4,804 | |
Total restructuring, impairment and abandonment costs | $ 2,430 | $ 5,489 |
Bankruptcy Accounting - Sched_2
Bankruptcy Accounting - Schedule of Reorganization Items (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Reorganization items, net: | ||
Professional and legal fees | $ 228 | $ 9,846 |
Claims related costs | 1,063 | |
Gains on lease terminations, net of estimated claims | (47,470) | |
Total reorganization items, net | $ 1,292 | $ (37,624) |
Debt - Narrative (Details)
Debt - Narrative (Details) | Dec. 31, 2020USD ($)Director | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jul. 10, 2020USD ($) | Jun. 30, 2020USD ($) | May 29, 2020USD ($) |
Line Of Credit Facility [Line Items] | |||||||
Revolving credit facility outstanding amount | $ 22,390,000 | $ 12,000,000 | |||||
DIP DDTL Agreement | |||||||
Line Of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | $ 25,000,000 | ||||||
Pre-Petition ABL Credit Agreement | |||||||
Line Of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | $ 180,000,000 | ||||||
Revolving credit facility maturity date | Jan. 29, 2024 | ||||||
Term of credit facility (in years) | 5 years | ||||||
Revolving credit facility outstanding amount | $ 0 | ||||||
DIP ABL Facility | |||||||
Line Of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | $ 100,000,000 | ||||||
New ABL Credit Agreement | |||||||
Line Of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | 110,000,000 | ||||||
Revolving credit facility outstanding amount | $ 22,400,000 | ||||||
Debt instrument, maturity date | Dec. 31, 2023 | ||||||
Outstanding letters of credit | $ 13,800,000 | ||||||
Maximum borrowing capacity that is unavailable until first anniversary of closing date | 10,000,000 | ||||||
Availability under the credit facility | $ 39,700,000 | ||||||
New ABL Credit Agreement | LIBOR | |||||||
Line Of Credit Facility [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 2.75% | ||||||
New ABL Credit Agreement | Commercial Bank Floating Bank Rate | |||||||
Line Of Credit Facility [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 1.75% | ||||||
Term Loan Credit Agreement | |||||||
Line Of Credit Facility [Line Items] | |||||||
Maximum borrowing capacity | 25,000,000 | ||||||
Revolving credit facility maturity date | Dec. 31, 2024 | ||||||
Revolving credit facility outstanding amount | $ 27,400,000 | 26,374,000 | $ 25,000,000 | ||||
Outstanding term loan held | $ 25,000,000 | ||||||
Term loan credit agreement interest rate | 14.00% | ||||||
Term loan credit agreement prepayment terms | The Term Loan is subject to optional prepayment after the first anniversary of the date of issuance at prepayment price equal to the greater of (1) the original principal amount of the Term Loan plus accrued interest thereon, and (2) 125% of the original principal amount of the Term Loan. | ||||||
Term loan credit agreement prepayment percentage on principal | 125.00% | ||||||
Accrued paid-in-kind interest | 1,806,000 | ||||||
Long-term debt, fair value | $ 30,400,000 | $ 29,600,000 | |||||
Term Loan Credit Agreement | Backstop Party | |||||||
Line Of Credit Facility [Line Items] | |||||||
Number of new directors appointed | Director | 3 | ||||||
Term Loan Credit Agreement | Tensile Capital Partners Master Fund, LP | |||||||
Line Of Credit Facility [Line Items] | |||||||
Outstanding term loan held | $ 19,000,000 | ||||||
Term Loan Credit Agreement | Affiliates of Osmium Partners, LLC | |||||||
Line Of Credit Facility [Line Items] | |||||||
Outstanding term loan held | $ 1,000,000 | ||||||
DIP ABL Credit Agreement and DIP Term Facility | |||||||
Line Of Credit Facility [Line Items] | |||||||
Interest expense | 1,700,000 | $ 2,800,000 | |||||
Accrued paid-in-kind interest | 1,000,000 | ||||||
Amortization of financing fees | 300,000 | 2,600,000 | |||||
Commitment fees | $ 400,000 | $ 200,000 |
Debt - Summary of Term Loan (De
Debt - Summary of Term Loan (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Jun. 30, 2021 | |
Line Of Credit Facility [Line Items] | ||
Loan balance | $ 12,000 | |
Loan balance, ending | 22,390 | $ 12,000 |
New ABL Facility and Term Loan | ||
Line Of Credit Facility [Line Items] | ||
Loan balance | 25,000 | |
Debt issuance costs | (373) | |
Accrued paid-in-kind interest | 2,769 | |
Loan balance, ending | 27,396 | 25,000 |
Term Loan Credit Agreement | ||
Line Of Credit Facility [Line Items] | ||
Loan balance | 26,374 | 25,000 |
Debt issuance costs | (432) | |
Accrued paid-in-kind interest | 1,806 | |
Loan balance, ending | $ 27,400 | $ 26,374 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation Of Revenue [Line Items] | ||
Impairment charges | $ 2,089,000 | |
Returns Asset | ||
Disaggregation Of Revenue [Line Items] | ||
Impairment charges | 0 | |
Breakage | ||
Disaggregation Of Revenue [Line Items] | ||
Breakage income recognized | $ 100,000 | $ 50,000 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Jun. 30, 2021 |
Payables And Accruals [Abstract] | ||
Sales and use tax | $ 3,582 | $ 2,698 |
Self-insurance reserves | 9,798 | 9,405 |
Wages, benefits and payroll taxes | 8,271 | 9,639 |
Property taxes | 2,069 | 1,510 |
Freight and distribution | 9,643 | 8,658 |
Capital expenditures | 333 | 348 |
Utilities | 1,058 | 1,466 |
Gift card liability | 1,020 | 1,045 |
Reorganization expenses | 288 | 6,337 |
Other expenses | 5,814 | 5,348 |
Total accrued liabilities | $ 41,876 | $ 46,454 |
Common Stock & Share-Based In_3
Common Stock & Share-Based Incentive Plans - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 15, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Threshold percentage on change in ownership of common stock | 4.50% | ||
Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period (in years) | 3 years | ||
Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period (in years) | 4 years | ||
Principal and Chief Operating Officer Inducement Time-based Award | Marc Katz | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares awarded | 867,052 | ||
Principal and Chief Operating Officer Inducement Performance-based Restricted Stock Units Award | Marc Katz | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares awarded | 867,052 | ||
Principal and Chief Merchant Inducement Time-based Award | Paul Metcalf | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares awarded | 289,017 | ||
Principal and Chief Merchant Inducement Performance-based Restricted Stock Units Award [Member] | Paul Metcalf | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares awarded | 578,035 | ||
Plans and Inducement Awards | Restricted Stock Awards | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Awards outstanding | 1,093,747 | ||
Weighted average grant date fair value of awards granted (in dollars per share) | $ 1.62 | ||
Plans and Inducement Awards | Restricted Stock Awards | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period (in years) | 1 year | ||
Plans and Inducement Awards | Restricted Stock Awards | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period (in years) | 5 years | ||
Plans and Inducement Awards | Restricted Stock Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Awards outstanding | 8,230,396 | ||
Weighted average grant date fair value of awards granted (in dollars per share) | $ 2.42 | ||
2014 Plan | Performance-Based Restricted Stock Awards, Performance-Based Restricted Stock Units to be Settled in Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Awards outstanding | 6,693,401 | ||
2014 Plan | Performance-Based Restricted Stock Awards, Restricted Stock Units Payable in Cash | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Liability associated with cash settled awards | $ 0.6 | $ 1.7 |
Common Stock & Share-Based In_4
Common Stock & Share-Based Incentive Plans - Summary of Information about Restricted and Performance Stock Units and Awards Granted and Outstanding (Details) | 3 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Restricted and Performance Stock Units | |
Number of Shares | |
Outstanding at the beginning of year | shares | 3,021,924 |
Granted during the quarter | shares | 5,266,165 |
Vested during the quarter | shares | (57,693) |
Outstanding at the end of year | shares | 8,230,396 |
Weighted-Average Fair Value at Date of Grant | |
Outstanding at the beginning of year | $ / shares | $ 2.83 |
Granted during the quarter | $ / shares | 2.19 |
Vested during the quarter | $ / shares | 3.25 |
Outstanding at the end of year | $ / shares | $ 2.42 |
Restricted and Performance Stock Awards | |
Number of Shares | |
Outstanding at the beginning of year | shares | 1,708,368 |
Vested during the quarter | shares | (215,859) |
Forfeited during the quarter | shares | (398,762) |
Outstanding at the end of year | shares | 1,093,747 |
Weighted-Average Fair Value at Date of Grant | |
Outstanding at the beginning of year | $ / shares | $ 1.94 |
Vested during the quarter | $ / shares | 2.18 |
Forfeited during the quarter | $ / shares | 2.69 |
Outstanding at the end of year | $ / shares | $ 1.62 |
Common Stock & Share-Based In_5
Common Stock & Share-Based Incentive Plans - Summary of Activity of Cash Settled Awards (Details) - Cash Settled Awards | 3 Months Ended |
Sep. 30, 2021shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding at the beginning of year | 691,373 |
Granted during the quarter | 503,673 |
Vested during the quarter | (165,969) |
Forfeited during the quarter | (33,379) |
Outstanding at the end of year | 995,698 |
Performance-Based | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding at the beginning of year | 143,675 |
Outstanding at the end of year | 143,675 |
Service-Based | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding at the beginning of year | 547,698 |
Granted during the quarter | 503,673 |
Vested during the quarter | (165,969) |
Forfeited during the quarter | (33,379) |
Outstanding at the end of year | 852,023 |
Common Stock & Share-Based In_6
Common Stock & Share-Based Incentive Plans - Schedule of Share Based Compensation Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based incentive plans | ||
Share-based compensation | $ 1,173 | $ 582 |
Amounts capitalized in ending inventory | (239) | (92) |
Share Based Compensation Amortization | ||
Share-based incentive plans | ||
Share-based compensation | 1,155 | 428 |
Cost of Sales | ||
Share-based incentive plans | ||
Share-based compensation | $ 257 | $ 246 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 3 Months Ended |
Sep. 30, 2021USD ($) | |
Lessee Lease Description [Line Items] | |
Existence of option to renew | true |
Operating lease not yet commenced | $ 0 |
Distribution Center and Retail Store Location | Minimum | |
Lessee Lease Description [Line Items] | |
Operating lease term of contract | 1 year |
Distribution Center and Retail Store Location | Maximum | |
Lessee Lease Description [Line Items] | |
Operating lease term of contract | 10 years |
Equipment | Maximum | |
Lessee Lease Description [Line Items] | |
Finance lease term of contract | 4 years |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||
Operating lease cost | $ 16,528 | $ 15,039 |
Variable lease cost | 2,272 | 3,956 |
Amortization of right-of-use assets | 33 | 73 |
Interest on lease liabilities | 6 | |
Total lease cost | $ 18,833 | $ 19,074 |
Leases - Schedule of Additional
Leases - Schedule of Additional Information Related to Leases (Detail) | Sep. 30, 2021 |
Weighted average remaining lease term (in years) | |
Operating leases | 4 years 4 months 24 days |
Finance leases | 6 months |
Operating leases | 8.70% |
Finance leases | 2.40% |
Leases - Schedule of Other Info
Leases - Schedule of Other Information Related to Leases Including Supplemental Disclosures of Cash Flow Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 17,050 | $ 16,732 |
Operating cash flows from finance leases | 9 | 5 |
Financing cash flows from finance leases | 217 | 69 |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 4,304 | $ (115,285) |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Lease Liabilities (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Operating Leases Fiscal year: | |
2022 (remaining) | $ 52,506 |
2023 | 61,197 |
2024 | 47,298 |
2025 | 32,748 |
2026 | 20,264 |
2027 | 14,153 |
Thereafter | 14,931 |
Total lease payments | 243,097 |
Less: Interest | 41,176 |
Total lease liabilities | 201,921 |
Less: Current lease liabilities | 55,388 |
Non-current lease liabilities | 146,533 |
Finance Leases Fiscal year: | |
2022 (remaining) | 74 |
Total lease payments | 74 |
Less: Interest | 1 |
Total lease liabilities | 73 |
Less: Current lease liabilities | 73 |
Total Fiscal year: | |
2022 (remaining) | 52,580 |
2023 | 61,197 |
2024 | 47,298 |
2025 | 32,748 |
2026 | 20,264 |
2027 | 14,153 |
Thereafter | 14,931 |
Total lease payments | 243,171 |
Less: Interest | 41,177 |
Total lease liabilities | 201,994 |
Less: Current lease liabilities | 55,461 |
Non-current lease liabilities | $ 146,533 |
Earnings Per Common Share - Com
Earnings Per Common Share - Computation of Basic and Diluted Earnings Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||
Net earnings (loss) | $ (14,603) | $ 18,624 |
Net income/(loss) attributable to common shares | $ (14,603) | $ 18,624 |
Weighted average number of common shares outstanding — basic | 84,310 | 45,462 |
Weighted average number of common shares outstanding — diluted | 84,310 | 45,462 |
Net income/(loss) per common share — basic | $ (0.17) | $ 0.41 |
Net income/(loss) per common share — diluted | $ (0.17) | $ 0.41 |
Earnings Per Common Share - Nar
Earnings Per Common Share - Narrative (Details) - $ / shares shares in Millions | 3 Months Ended | |
Sep. 30, 2020 | Feb. 09, 2021 | |
Backstop Commitment Agreement | Osmium Partners LLC | Warrant | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Warrants to purchase common stock | 10 | |
Exercise price of warrant | $ 1.65 | |
Warrants term | 5 years | |
Share-based Awards and Warrants | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Weighted average shares excluded from computation of diluted earnings per share | 2.6 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) | 3 Months Ended | |
Sep. 30, 2021 | Jun. 30, 2021 | |
Property Plant And Equipment [Abstract] | ||
Accumulated depreciation | $ 155,100,000 | $ 151,900,000 |
Additional asset impairment charges | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - Subsidiary | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
Number of subsidiaries filing income tax returns in the U.S. federal jurisdiction, and various state jurisdictions | 1 | |
Effective tax rate | 0.30% | (1.30%) |
Related Party - Narrative (Deta
Related Party - Narrative (Details) $ / shares in Units, $ in Millions | Feb. 19, 2021shares | Feb. 09, 2021USD ($)$ / sharesshares | Jan. 04, 2021USD ($)$ / shares | Dec. 31, 2020USD ($)Director | Nov. 15, 2020USD ($) |
Plan of Reorganization | Rights Offering | |||||
Related Party Transaction [Line Items] | |||||
Proceeds from rights offering | $ | $ 40 | ||||
Osmium Partners LLC | |||||
Related Party Transaction [Line Items] | |||||
Number of shares deemed to beneficially own | shares | 30,158,593 | ||||
Number of additional shares beneficially own | shares | 2,026,840 | ||||
Osmium Partners LLC | Backstop Commitment Agreement | Rights Offering | |||||
Related Party Transaction [Line Items] | |||||
Rights offering proposed to conduct, purchase price per share | $ / shares | $ 1.10 | ||||
Rights offering purchased | $ | $ 40 | ||||
Osmium Partners LLC | Backstop Commitment Agreement | Rights Offering | Eligible Holders | Common Stock | Maximum | |||||
Related Party Transaction [Line Items] | |||||
Rights offering purchased | $ | $ 24 | ||||
Osmium Partners LLC | Backstop Commitment Agreement | Rights Offering | Backstop Party | Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Rights offering proposed to conduct, purchase price per share | $ / shares | $ 1.10 | ||||
Tensile Capital Partners Master Fund LP | |||||
Related Party Transaction [Line Items] | |||||
Number of shares deemed to beneficially own | shares | 30,158,593 | ||||
Tensile Capital Partners Master Fund LP | Commitment Letter | |||||
Related Party Transaction [Line Items] | |||||
Agreed subordinated debt financing | $ | $ 25 | ||||
Alter Domus (US) LLC and Tensile Capital Partners Master Fund LP | Term Loan Credit Agreement | |||||
Related Party Transaction [Line Items] | |||||
Due to related party | $ | $ 25 | ||||
Osmium Partners and Larkspur SPV | Plan of Reorganization and Backstop Commitment Agreement | |||||
Related Party Transaction [Line Items] | |||||
Number of directors entitled to appoint | Director | 3 | ||||
Larkspur SPV | |||||
Related Party Transaction [Line Items] | |||||
Percentage of outstanding shares beneficially owned | 31.40% | ||||
Larkspur SPV | Backstop Commitment Agreement | Rights Offering | Common Stock | |||||
Related Party Transaction [Line Items] | |||||
Rights offering purchased | shares | 18,340,411 | ||||
Aggregate purchase price of common stock | $ | $ 20.2 | ||||
Larkspur SPV | Plan of Reorganization and Backstop Commitment Agreement | |||||
Related Party Transaction [Line Items] | |||||
Warrant to purchase additional shares | shares | 10,000,000 | ||||
Exercise price of warrant | $ / shares | $ 1.65 | ||||
Larkspur SPV | Plan of Reorganization and Backstop Commitment Agreement | Rights Offering | |||||
Related Party Transaction [Line Items] | |||||
Additional shares issued | shares | 1,818,182 |