UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2015
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from_____________to___________.
Commission File Number 1 – 9482
HANCOCK FABRICS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
64-0740905 |
(State or other jurisdiction |
|
(I.R.S. Employer |
of incorporation or organization) |
|
Identification No.) |
|
|
|
One Fashion Way, Baldwyn, MS |
|
38824 |
(Address of principal executive offices) |
|
(Zip Code) |
(662) 365-6000
Registrant’s telephone number, including area code
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer (Do not check if a smaller reporting company) [ ] Smaller reporting company [ X ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
As of December 15, 2015, there were 23,553,675, shares of Hancock Fabrics, Inc. $.01 par value common stock outstanding.
Hancock Fabrics, Inc.,
INDEX TO FORM 10-Q
Part I. Financial Information |
Page |
|
|
Item 1. Condensed Financial Statements (unaudited) |
|
|
|
Consolidated Balance Sheets as of October 31, 2015, October 25, 2014, and January 31, 2015 |
4 |
|
|
Consolidated Statements of Operations and Comprehensive Loss for the Thirteen and Thirty-nine Weeks Ended October 31, 2015 and October 25, 2014 |
5 |
|
|
Consolidated Statement of Shareholders’ Deficit for the Thirty-nine Weeks Ended October 31, 2015 |
6 |
|
|
Consolidated Statements of Cash Flows for the Thirty-nine Weeks Ended October 31, 2015 and October 25, 2014 |
7 |
|
|
Notes to Consolidated Financial Statements |
8 |
|
|
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
12 |
|
|
Item 3. Quantitative and Qualitative Disclosures about Market Risks |
22 |
|
|
Item 4. Controls and Procedures |
22 |
|
|
Part II. Other Information |
|
|
|
Item 1. Legal Proceedings |
23 |
|
|
Item 1A. Risk Factors |
24 |
|
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
32 |
|
|
Item 3. Defaults Upon Senior Securities |
33 |
|
|
Item 4. Mine Safety Disclosures |
33 |
|
|
Item 5. Other Information |
33 |
|
|
Item 6. Exhibits |
33 |
|
|
Signatures |
34 |
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED FINANCIAL STATEMENTS
HANCOCK FABRICS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except for share amounts) |
|
October 31,
2015 |
|
|
October 25,
2014 |
|
|
January 31,
2015 (1) |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
2,951 |
|
|
$ |
3,124 |
|
|
$ |
2,886 |
|
Receivables, less allowance for doubtful accounts |
|
|
3,840 |
|
|
|
4,796 |
|
|
|
4,335 |
|
Merchandise inventories, net |
|
|
114,741 |
|
|
|
121,330 |
|
|
|
108,917 |
|
Prepaid expenses |
|
|
2,927 |
|
|
|
2,965 |
|
|
|
2,565 |
|
Total current assets |
|
|
124,459 |
|
|
|
132,215 |
|
|
|
118,703 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net |
|
|
31,791 |
|
|
|
33,735 |
|
|
|
33,637 |
|
Goodwill |
|
|
2,880 |
|
|
|
2,880 |
|
|
|
2,880 |
|
Other assets, net |
|
|
2,894 |
|
|
|
1,753 |
|
|
|
1,832 |
|
Total assets |
|
$ |
162,024 |
|
|
$ |
170,583 |
|
|
$ |
157,052 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders' Deficit |
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
25,984 |
|
|
$ |
27,082 |
|
|
$ |
22,845 |
|
Accrued liabilities |
|
|
13,304 |
|
|
|
14,055 |
|
|
|
14,515 |
|
Total current liabilities |
|
|
39,288 |
|
|
|
41,137 |
|
|
|
37,360 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt obligations |
|
|
99,352 |
|
|
|
93,339 |
|
|
|
82,339 |
|
Capital lease obligations |
|
|
2,245 |
|
|
|
2,455 |
|
|
|
2,401 |
|
Postretirement benefits other than pensions |
|
|
3,091 |
|
|
|
2,827 |
|
|
|
3,056 |
|
Pension and SERP liabilities |
|
|
41,312 |
|
|
|
26,204 |
|
|
|
43,759 |
|
Other liabilities |
|
|
5,910 |
|
|
|
5,329 |
|
|
|
5,702 |
|
Total liabilities |
|
|
191,198 |
|
|
|
171,291 |
|
|
|
174,617 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders' deficit: |
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, $.01 par value; 80,000,000 shares authorized; 37,063,815, 35,429,248 and 35,507,986 issued and 23,553,952, 21,946,648 and 22,006,329 outstanding, respectively |
|
|
371 |
|
|
|
354 |
|
|
|
355 |
|
Additional paid-in capital |
|
|
92,060 |
|
|
|
91,751 |
|
|
|
91,892 |
|
Retained earnings |
|
|
78,646 |
|
|
|
89,891 |
|
|
|
91,331 |
|
Treasury stock, at cost, 13,509,863, 13,482,600 and 13,501,657 shares held, respectively |
|
|
(153,817 |
) |
|
|
(153,800 |
) |
|
|
(153,812 |
) |
Accumulated other comprehensive loss |
|
|
(46,434 |
) |
|
|
(28,904 |
) |
|
|
(47,331 |
) |
Total shareholders' deficit |
|
|
(29,174 |
) |
|
|
(708 |
) |
|
|
(17,565 |
) |
Total liabilities and shareholders' deficit |
|
$ |
162,024 |
|
|
$ |
170,583 |
|
|
$ |
157,052 |
|
See accompanying notes to consolidated financial statements.
(1) From audited balance sheet included in our annual report on Form 10-K for the fiscal year ended January 31, 2015.
HANCOCK FABRICS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
|
|
Thirteen Weeks Ended |
|
|
Thirty-nine Weeks Ended |
|
(in thousands, except per share amounts) |
|
October 31,
2015 |
|
|
October 25,
2014 |
|
|
October 31,
2015 |
|
|
October 25,
2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
70,912 |
|
|
$ |
72,012 |
|
|
$ |
191,318 |
|
|
$ |
194,323 |
|
Cost of goods sold |
|
|
42,993 |
|
|
|
41,548 |
|
|
|
111,774 |
|
|
|
108,945 |
|
Gross profit |
|
|
27,919 |
|
|
|
30,464 |
|
|
|
79,544 |
|
|
|
85,378 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
|
28,827 |
|
|
|
28,771 |
|
|
|
83,030 |
|
|
|
82,700 |
|
Depreciation and amortization |
|
|
1,053 |
|
|
|
1,016 |
|
|
|
3,198 |
|
|
|
2,965 |
|
Operating income (loss) |
|
|
(1,961 |
) |
|
|
677 |
|
|
|
(6,684 |
) |
|
|
(287 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
1,614 |
|
|
|
1,498 |
|
|
|
6,001 |
|
|
|
4,306 |
|
Loss before income taxes |
|
|
(3,575 |
) |
|
|
(821 |
) |
|
|
(12,685 |
) |
|
|
(4,593 |
) |
Income taxes |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(3,575 |
) |
|
$ |
(821 |
) |
|
$ |
(12,685 |
) |
|
$ |
(4,593 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum pension, SERP and OPEB liabilities, net of taxes $0 |
|
|
299 |
|
|
|
139 |
|
|
|
897 |
|
|
|
416 |
|
Comprehensive loss |
|
$ |
(3,276 |
) |
|
$ |
(682 |
) |
|
$ |
(11,788 |
) |
|
$ |
(4,177 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share, basic and diluted |
|
$ |
(0.17 |
) |
|
$ |
(0.04 |
) |
|
$ |
(0.59 |
) |
|
$ |
(0.22 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted |
|
|
21,414 |
|
|
|
21,010 |
|
|
|
21,354 |
|
|
|
20,931 |
|
See accompanying notes to consolidated financial statements.
HANCOCK FABRICS, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIT
(in thousands, except for number of shares) |
|
Common Stock |
|
|
Additional
Paid-in |
|
|
Retained |
|
|
Treasury Stock |
|
|
Accumulated
Other
Comprehensive
Income |
|
|
Total
Shareholders' |
|
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Earnings |
|
|
Shares |
|
|
Amount |
|
|
(Loss) |
|
|
Deficit |
|
Balance January 31, 2015 |
|
|
35,507,986 |
|
|
$ |
355 |
|
|
$ |
91,892 |
|
|
$ |
91,331 |
|
|
|
(13,501,657 |
) |
|
$ |
(153,812 |
) |
|
$ |
(47,331 |
) |
|
$ |
(17,565 |
) |
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,685 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,685 |
) |
Minimum pension, SERP and OPEB liabilities, net of taxes of $0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
897 |
|
|
|
897 |
|
Issuance of restricted stock |
|
|
1,706,115 |
|
|
|
17 |
|
|
|
(17 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
Cancellation of restricted stock |
|
|
(150,286 |
) |
|
|
(1 |
) |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
184 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
184 |
|
Purchase of treasury stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,206 |
) |
|
|
(5 |
) |
|
|
|
|
|
|
(5 |
) |
Balance October 31, 2015 |
|
|
37,063,815 |
|
|
$ |
371 |
|
|
$ |
92,060 |
|
|
$ |
78,646 |
|
|
|
(13,509,863 |
) |
|
$ |
(153,817 |
) |
|
$ |
(46,434 |
) |
|
$ |
(29,174 |
) |
See accompanying notes to consolidated financial statements.
HANCOCK FABRICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
Thirty-nine Weeks Ended |
|
(in thousands) |
|
October 31,
2015 |
|
|
October 25,
2014 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(12,685 |
) |
|
$ |
(4,593 |
) |
Adjustments to reconcile net loss to cash flows used in operating activities |
|
|
|
|
|
|
|
|
Depreciation and amortization, including cost of goods sold |
|
|
3,813 |
|
|
|
3,583 |
|
Amortization of deferred loan costs |
|
|
1,308 |
|
|
|
533 |
|
Stock-based compensation |
|
|
184 |
|
|
|
394 |
|
Inventory valuation reserve |
|
|
355 |
|
|
|
104 |
|
Other |
|
|
14 |
|
|
|
168 |
|
Change in assets and liabilities: |
|
|
|
|
|
|
|
|
Receivables and prepaid expenses |
|
|
133 |
|
|
|
(395 |
) |
Merchandise inventories |
|
|
(6,264 |
) |
|
|
(14,238 |
) |
Other assets |
|
|
(1 |
) |
|
|
72 |
|
Accounts payable |
|
|
3,139 |
|
|
|
6,616 |
|
Accrued liabilities |
|
|
(1,285 |
) |
|
|
452 |
|
Postretirement benefits other than pensions |
|
|
(568 |
) |
|
|
(501 |
) |
Pension and SERP liabilities |
|
|
(947 |
) |
|
|
(1,187 |
) |
Other liabilities |
|
|
(91 |
) |
|
|
(141 |
) |
Net cash used in operating activities |
|
|
(12,895 |
) |
|
|
(9,133 |
) |
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Purchase of property and equipment |
|
|
(2,244 |
) |
|
|
(4,145 |
) |
Proceeds from the disposition of property and equipment |
|
|
344 |
|
|
|
86 |
|
Net cash used in investing activities |
|
|
(1,900 |
) |
|
|
(4,059 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Net borrowings on revolving credit facility |
|
|
17,013 |
|
|
|
14,648 |
|
Payments for debt issuance costs |
|
|
(2,409 |
) |
|
|
- |
|
Other |
|
|
256 |
|
|
|
(138 |
) |
Net cash provided by financing activities |
|
|
14,860 |
|
|
|
14,510 |
|
Increase in cash and cash equivalents |
|
|
65 |
|
|
|
1,318 |
|
Cash and cash equivalents: |
|
|
|
|
|
|
|
|
Beginning of period |
|
|
2,886 |
|
|
|
1,806 |
|
End of period |
|
$ |
2,951 |
|
|
$ |
3,124 |
|
Supplemental disclosures: |
|
|
|
|
|
|
|
|
Cash paid during the period for: |
|
|
|
|
|
|
|
|
Interest |
|
$ |
4,203 |
|
|
$ |
4,184 |
|
Contributions to the defined benefit pension plan |
|
|
2,706 |
|
|
|
2,555 |
|
Income taxes |
|
|
- |
|
|
|
- |
|
Non-cash activities: |
|
|
|
|
|
|
|
|
Noncash change in funded status of benefit plans |
|
|
897 |
|
|
|
416 |
|
See accompanying notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
NOTE 1 - LIQUIDITY
Historically, Hancock Fabrics, Inc. (“Hancock” or the “Company”) has funded its cash and liquidity needs through the Company's operations, short-term trade credit in the form of extended payment terms from suppliers for inventory purchases, and long-term borrowings from commercial lenders. For the thirty-nine weeks ended October 31, 2015, the Company has generated a net loss of $12.7 million, resulting in a shareholders’ deficit of $29.2 million as of October 31, 2015. Additionally, for the thirty-nine weeks ended October 31, 2015, the Company has used $12.9 million in cash to fund its operations.
In order to meet its cash and liquidity needs, the Company intends to raise additional financing and/or renegotiate its various debt obligations. There is no assurance that the Company will be successful in obtaining additional financing and/or be able to renegotiate its existing debt obligations on terms which are satisfactory to the Company, or at all. This condition raises substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
NOTE 2 – BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
The Company is a specialty retailer committed to nurturing creativity through a complete selection of fashion and home decorating textiles, crafts, sewing accessories, needlecraft supplies and sewing machines. As of October 31, 2015, Hancock operated 260 stores in 37 states and an internet store under the domain name hancockfabrics.com. Hancock conducts business in one operating business segment.
References herein to “Hancock,” the “Company,” “Registrant,” “we,” “our,” or “us” refer to Hancock Fabrics, Inc. and its subsidiaries unless the context specifically indicates otherwise. References herein to third quarter 2015 and third quarter 2014 are for the 13 week periods ended October 31, 2015 and October 25, 2014, respectively. References to thirty-nine weeks 2015 or 2015, and thirty-nine weeks 2014 or 2014 are for the 39 week periods ended October 31, 2015 and October 25, 2014, respectively.
Basis of Presentation
We maintain our financial records on a 52-53 week fiscal year ending on the last Saturday in January with each new fiscal year commencing on the Sunday thereafter. All quarters consist of 13 weeks except for one 14-week period in 53-week years.
The accompanying unaudited Consolidated Financial Statements should be read in conjunction with our audited Consolidated Financial Statements and accompanying notes in our Annual Report on Form 10-K for the year ended January 31, 2015 filed with the U.S. Securities and Exchange Commission (“SEC”) on May 1, 2015. The accompanying (a) consolidated balance sheet as of January 31, 2015, has been derived from audited financial statements, and (b) the unaudited consolidated interim financial statements have been prepared pursuant to SEC Rule 10-01 of Regulation S-X. Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted pursuant to those rules and regulations from the interim financial statements, although we believe that the disclosures made are adequate to make the information not misleading.
The unaudited results of operations for the interim periods shown in these financial statements are not necessarily indicative of operating results for the entire year. In the opinion of management, the accompanying unaudited Consolidated Financial Statements recognize all adjustments of a normal recurring nature considered necessary to fairly state our consolidated financial position as of October 31, 2015 and October 25, 2014, and our consolidated results of operations and cash flows for the thirty-nine weeks ended October 31, 2015, and October 25, 2014.
The unaudited Consolidated Financial Statements have been prepared in accordance with GAAP applicable to a going concern. Except as otherwise disclosed, these principles assume that assets will be realized and liabilities will be discharged in the ordinary course of business.
NOTE 3 – EMPLOYEE BENEFIT PLANS
Retirement Plans. The following summarizes the net periodic benefit cost for Hancock’s defined benefit pension retirement plan and its postretirement health care benefit plan for the thirteen and thirty-nine weeks ended October 31, 2015 and October 25, 2014 (in thousands):
|
|
Retirement Plan |
|
|
Postretirement Benefit
Plan |
|
|
Retirement Plan |
|
|
Postretirement Benefit
Plan |
|
|
|
Thirteen Weeks Ended |
|
|
Thirty-nine Weeks Ended |
|
|
|
October 31,
2015 |
|
|
October 25,
2014 |
|
|
October 31,
2015 |
|
|
October 25,
2014 |
|
|
October 31,
2015 |
|
|
October 25,
2014 |
|
|
October 31,
2015 |
|
|
October 25,
2014 |
|
Service costs |
|
$ |
216 |
|
|
$ |
149 |
|
|
$ |
13 |
|
|
$ |
13 |
|
|
$ |
645 |
|
|
$ |
447 |
|
|
$ |
38 |
|
|
$ |
39 |
|
Interest cost |
|
|
959 |
|
|
|
1,023 |
|
|
|
28 |
|
|
|
33 |
|
|
|
2,877 |
|
|
|
3,067 |
|
|
|
84 |
|
|
|
99 |
|
Expected return on assets |
|
|
(1,070 |
) |
|
|
(1,033 |
) |
|
|
- |
|
|
|
- |
|
|
|
(3,207 |
) |
|
|
(3,099 |
) |
|
|
- |
|
|
|
- |
|
Amortization of prior service costs |
|
|
- |
|
|
|
- |
|
|
|
(170 |
) |
|
|
(167 |
) |
|
|
- |
|
|
|
- |
|
|
|
(510 |
) |
|
|
(501 |
) |
Recognized net actuarial (gain) loss |
|
|
500 |
|
|
|
339 |
|
|
|
(31 |
) |
|
|
(33 |
) |
|
|
1,500 |
|
|
|
1,017 |
|
|
|
(93 |
) |
|
|
(99 |
) |
Net periodic benefit cost (gain) |
|
$ |
605 |
|
|
$ |
478 |
|
|
$ |
(160 |
) |
|
$ |
(154 |
) |
|
$ |
1,815 |
|
|
$ |
1,432 |
|
|
$ |
(481 |
) |
|
$ |
(462 |
) |
At October 31, 2015, the fair value of the assets held by the pension plan was $60.5 million reflecting a $2.5 million decrease from January 31, 2015. Cash contributions to the pension plan of $2.7 million during the thirty-nine weeks ended October 31, 2015 are included in that change. Service costs consist of administrative expenses paid out of the pension trust.
NOTE 4 – LOSS PER SHARE
Basic and diluted loss per share are the same for all periods presented because potentially dilutive shares are excluded from the computations of diluted loss per share if their effect would be anti-dilutive.
COMPUTATION OF LOSS PER SHARE
(in thousands, except for share and |
|
Thirteen Weeks Ended |
|
|
Thirty-nine Weeks Ended |
per share amounts)
|
|
October 31,
2015 |
|
|
October 25,
2014 |
|
|
October 31,
2015 |
|
|
October 25,
2014 |
|
Basic and diluted loss per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(3,575 |
) |
|
$ |
(821 |
) |
|
$ |
(12,685 |
) |
|
$ |
(4,593 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding during period |
|
|
21,413,821 |
|
|
|
21,010,287 |
|
|
|
21,354,167 |
|
|
|
20,930,878 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted loss per share |
|
$ |
(0.17 |
) |
|
$ |
(0.04 |
) |
|
$ |
(0.59 |
) |
|
$ |
(0.22 |
) |
Certain options to purchase shares of Hancock’s common stock totaling 1,150,608, 1,130,418, 1,277,227 and 1,191,662 shares were outstanding during the third quarter and first thirty-nine weeks of 2015, and the third quarter and first thirty-nine weeks of 2014, respectively, but were not included in the computation of diluted loss per share because the exercise price was greater than the average price of common shares. Additionally, securities totaling, 11,695,813, 11,294,042, 10,901,731 and 11,205,769 equivalent shares were excluded in the third quarter and first thirty-nine weeks of 2015, and the third quarter and first thirty-nine weeks of 2014, respectively as such shares were anti-dilutive.
NOTE 5 – LONG-TERM DEBT OBLIGATIONS
Long-Term Debt Obligations consist of the following
(in thousands):
|
|
October 31,
2015 |
|
|
October 25,
2014 |
|
Revolver |
|
$ |
73,648 |
|
|
$ |
70,135 |
|
Term Loan |
|
|
17,500 |
|
|
|
15,000 |
|
Notes Payable |
|
|
8,204 |
|
|
|
8,204 |
|
Long-term debt obligations |
|
$ |
99,352 |
|
|
$ |
93,339 |
|
Revolver and Term Loan Facility
On November 15, 2012, the Company entered into an amended and restated loan and security agreement with its direct and indirect subsidiaries, General Electric Capital Corporation, as working capital agent, GA Capital, LLC, as term loan agent, and the lenders party thereto, which would have expired on November 15, 2016. In connection with the entry into the new credit facility described below, on April 22, 2015, the Company terminated the amended and restated loan and security agreement with General Electric Capital Corporation incurring an early termination penalty of $300,000 on the prepayment of the term loan.
On April 22, 2015, the Company entered into a credit agreement with its subsidiaries, Wells Fargo Bank, National Association, as administrative agent, collateral agent and swing line lender, GACP Finance Co., LLC, as term agent, and the lenders party thereto. The credit agreement provides senior secured financing of $117.5 million, consisting of (a) an up to $100.0 million revolving credit facility and (b) an up to $17.5 million term loan facility. The revolving credit facility includes borrowing capacity available for letters of credit up to $15.0 million. The credit agreement also provides for the ability to increase the revolving credit facility by an amount not to exceed $10.0 million. All obligations under the senior secured credit facilities are secured by substantially all of the assets of the Company and each of its wholly owned subsidiaries, subject to permitted liens and certain other exceptions. Availability of both the revolving credit facility and the term loan facility is determined by reference to the applicable borrowing base, which shows availability of $6.4 million as of October 31, 2015.
Borrowings under the revolving credit facility bear interest at a rate equal to, at the option of the borrowers, either (a) a LIBOR rate determined by reference to the offered rate for deposits in dollars for the interest period relevant to such borrowing (the “Eurodollar Rate”), or (b) a base rate, in each case plus an applicable margin and adjusted for certain additional costs and fees. The initial applicable margin for borrowings is 2.50% with respect to Eurodollar Rate loans and 1.50% with respect to base rate loans, subject to adjustment based on the amount of availability under the revolving credit facility.
Principal amounts outstanding under both the revolving credit facility and the term loan facility are due and payable in full at maturity, which is the earlier of (a) April 22, 2020 and (b) ninety (90) days prior to the stated maturity date of the Company’s Floating Rate Series A Secured Notes due November 20, 2017 (the “Notes”), if such indebtedness has not been reserved for, repaid or modified in a manner that less than $750,000 remains outstanding. The Company may voluntarily repay outstanding loans or terminate the commitments under the revolving credit facility at any time, and may repay outstanding loans under the term loan facility at any time following the termination of the commitments under the revolving credit facility, in each case subject to certain prepayment fees and customary “breakage” costs with respect to Eurodollar Rate loans.
At October 31, 2015, Hancock had commitments under the above revolving credit facility for $0.5 million of documentary letters of credit, which support purchase orders for merchandise. Hancock also has standby letters of credit for $6.6 million, to guarantee payment of potential insurance claims, shipments of inventory, security bonds and freight charges, and backstop letters of credit issued to its previous lender for $0.6 million.
Floating Rate Series A Secured Notes
The Company also has outstanding $8.2 million aggregate principal amount of the Notes originally issued pursuant to an Indenture dated as of June 17, 2008 between the Company and Deutsche Bank National Trust Company, as trustee thereunder.
The Notes bear interest at a variable rate, adjusted quarterly, equal to a LIBOR rate plus 12% until maturity on November 20, 2017. Under the terms of the indenture, the Company is required to pay interest on the Notes in cash quarterly in arrears on February 20, May 20, August 20 and November 20 of each year. The Notes and the related guarantees provided by certain subsidiaries of the Company are secured by a lien on substantially all of the Company’s and the subsidiary guarantors’ assets, in each case, subject to certain prior liens and other exceptions, but the Notes are subordinated in right of payment in certain circumstances to all of the Company’s existing and future senior indebtedness, including the Company’s senior secured credit facilities, dated April 22, 2015.
NOTE 6 – SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date of this Quarterly Report and is not aware of any subsequent events that required adjustment or disclosure in connection with the financial statements for the period ended October 31, 2015.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the consolidated financial statements as of and for the thirteen and thirty-nine weeks ended October 31, 2015, including the notes to those statements, appearing elsewhere in this report. We also suggest that management’s discussion and analysis appearing in this report be read in conjunction with the management’s discussion and analysis and consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2015. Our fiscal year ends on the last Saturday in January and refers to the calendar year ended immediately prior to such date, which contained the substantial majority of the fiscal period (e.g., “fiscal 2014” or “2014” refers to the fiscal year ended January 31, 2015). Fiscal years consist of 52 weeks, comprised of four 13-week fiscal quarters, unless noted otherwise. References herein to third quarter 2015 and third quarter 2014 are for the 13 week periods ended October 31, 2015 and October 25, 2014, respectively. References to thirty-nine weeks 2015 or 2015, and thirty-nine weeks 2014 or 2014 are for the 39 week periods ended October 31, 2015 and October 25, 2014, respectively. References herein to “Hancock,” the “Company,” “Registrant,” “we,” “our,” or “us” refer to Hancock Fabrics, Inc. and its subsidiaries unless the context specifically indicates otherwise.
Forward Looking Statements
This Quarterly Report on Form 10-Q (“Quarterly Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). Such statements are not historical facts and reflect our current views regarding matters such as operations and financial performance. In general, forward-looking statements are identified by such words or phrases as “anticipates,” “believes,” “approximates,” “estimates,” “expects,” “intends” or “plans” or the negative of those words or other terminology. Forward-looking statements involve inherent risks and uncertainties; our actual results could differ materially from those expressed in our forward-looking statements.
The risks and uncertainties, either alone or in combination, that could cause our actual results to differ from those expressed in our forward-looking statements include, but are not limited to: our ability to continue as a going concern; our current cash resources might not be sufficient to meet our expected near-term cash needs; adverse economic conditions; intense competition and adverse discounting actions taken by competitors; our merchandising initiatives and marketing emphasis may not provide expected results; changes in customer demands and failure to manage inventory effectively; our inability to effectively implement our growth strategy; risks associated with obtaining merchandise from foreign suppliers; transportation industry challenges and rising fuel costs; delays or interruptions in the flow of merchandise between our suppliers and/or our distribution center and our stores; and those other risks that are discussed below in this Quarterly Report in Part II, Item 1A. Risk Factors. Forward-looking statements speak only as of the date made, and neither Hancock nor its management undertakes any obligation to update or revise any forward-looking statement.
Our Business
Hancock Fabrics, Inc. is a specialty retailer committed to nurturing creativity through a complete selection of fashion and home decorating textiles, sewing accessories, needlecraft supplies and sewing machines. We are one of the largest fabric retailers in the United States, operating 260 stores in 37 states as of October 31, 2015 and an internet store under the domain name hancockfabrics.com. Our stores present a broad selection of fabrics and notions used in apparel sewing, home decorating and quilting projects. None of the information on the website referenced above is incorporated by reference into our reports filed with, or furnished to, the SEC.
Overview
Financial Summary:
|
● |
Comparable store sales declined 3.5% in the third quarter of 2015 following an increase of 0.3% in the third quarter of 2014. Sales for the third quarter of 2015 were $70.9 million compared to $72.0 million for the third quarter of 2014. Sales for the first thirty-nine weeks of 2015 were $191.3 million compared to $194.3 million for the first thirty-nine weeks of 2014 and comparable store sales declined by 2.3% following an increase of 0.1% in the first thirty-nine weeks of 2014. Management believes West Coast port issues adversely impacted our sales earlier in the year. |
|
● |
Our comparable online sales for the third quarter of 2015, which are included in the sales results above, increased 15.8% to $2.0 million compared to $1.7 million for the third quarter of 2014, and increased by 23.4% to $4.3 million in the first thirty-nine weeks of 2015 compared to $3.5 million in the first thirty-nine weeks of 2014. |
|
● |
Gross profit for the third quarter and first thirty-nine weeks of 2015 was 39.4% and 42.3%, respectively, compared with 41.6% and 43.9% for the third quarter and first thirty-nine weeks of 2014, respectively. Increased promotional activity negatively impacted our gross profit results. |
|
● |
The operating loss was $2.0 million for the third quarter of 2015 compared to operating income of $0.7 million in the third quarter of 2014. For the first thirty-nine weeks of 2015, the operating loss was $6.7 million compared to an operating loss of $0.3 million for the first thirty-nine weeks of 2014. |
|
● |
Net loss was $3.6 million, or $0.17 per basic and diluted share, in the third quarter of 2015 compared to a net loss of $0.8 million, or $0.04 per basic and diluted share in the third quarter of 2014. Net loss was $12.7 million or $0.59 per basic and diluted share in the first thirty-nine weeks of 2015 compared to a net loss of $4.6 million or $0.22 per basic and diluted share in the comparable period of 2014. |
|
● |
The amount of cash used in operating activities was $12.9 million during the first thirty-nine weeks of 2015 compared to $9.1 million of cash used in operating activities for the first thirty-nine weeks of 2014. |
We use a number of key performance measures to evaluate our financial performance, including the following:
|
|
Thirteen Weeks Ended |
|
|
Thirty-nine Weeks Ended |
|
|
|
October 31,
2015 |
|
|
October 25,
2014 |
|
|
October 31,
2015 |
|
|
October 25,
2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales (in thousands) |
|
$ |
70,912 |
|
|
$ |
72,012 |
|
|
$ |
191,318 |
|
|
$ |
194,323 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit percentage |
|
|
39.4 |
% |
|
|
42.3 |
% |
|
|
41.6 |
% |
|
|
43.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of stores |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Open at end of period (1) |
|
|
260 |
|
|
|
261 |
|
|
|
260 |
|
|
|
261 |
|
Comparable stores at period end (2) |
|
|
252 |
|
|
|
258 |
|
|
|
252 |
|
|
|
258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales growth (decline) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All stores and e-commerce |
|
|
(1.5 |
)% |
|
|
0.3 |
% |
|
|
(1.5 |
)% |
|
|
(0.2 |
)% |
Comparable sales (3) |
|
|
(3.5 |
)% |
|
|
1.1 |
% |
|
|
(2.3 |
)% |
|
|
(0.1 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total store square footage at period end (in thousands) |
|
|
3,518 |
|
|
|
3,682 |
|
|
|
3,518 |
|
|
|
3,682 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales per total square footage |
|
$ |
20.16 |
|
|
$ |
19.56 |
|
|
$ |
54.38 |
|
|
$ |
52.78 |
|
(1) |
Store count does not include the internet store. |
|
|
(2) |
A new store is included in the comparable sales computation immediately upon reaching its one-year anniversary. In those instances where stores are either expanded, down-sized or relocated within an existing market, the store is not treated as a new store and, therefore, remains in the computation of comparable sales. |
|
|
(3) |
Comparable sales change includes net sales derived from e-commerce. |
Results of Operations
The following table sets forth, for the periods indicated selected statement of operations data expressed as a percentage of sales. This table should be read in conjunction with the following discussion and with our Consolidated Financial Statements, including the related notes.
|
|
Thirteen Weeks Ended |
|
|
Thirty-nine Weeks Ended |
|
|
|
October 31,
2015 |
|
|
October 25,
2014 |
|
|
October 31,
2015 |
|
|
October 25,
2014 |
|
Net sales |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
Cost of goods sold |
|
|
60.6 |
|
|
|
57.7 |
|
|
|
58.4 |
|
|
|
56.1 |
|
Gross profit |
|
|
39.4 |
|
|
|
42.3 |
|
|
|
41.6 |
|
|
|
43.9 |
|
Selling, general and administrative expense |
|
|
40.7 |
|
|
|
39.9 |
|
|
|
43.4 |
|
|
|
42.5 |
|
Depreciation and amortization |
|
|
1.5 |
|
|
|
1.4 |
|
|
|
1.7 |
|
|
|
1.5 |
|
Operating income (loss) |
|
|
(2.8 |
) |
|
|
1.1 |
|
|
|
(3.5 |
) |
|
|
(0.1 |
) |
Interest expense |
|
|
2.2 |
|
|
|
2.1 |
|
|
|
3.1 |
|
|
|
2.2 |
|
Loss before income taxes |
|
|
(5.0 |
) |
|
|
(1.0 |
) |
|
|
(6.6 |
) |
|
|
(2.3 |
) |
Income taxes |
|
|
0.0 |
|
|
|
0.0 |
|
|
|
0.0 |
|
|
|
0.0 |
|
Net loss |
|
|
(5.0 |
)% |
|
|
(1.0 |
)% |
|
|
(6.6 |
)% |
|
|
(2.3 |
)% |
Net Sales
|
|
Thirteen Weeks Ended |
|
|
Thirty-nine Weeks Ended |
|
(change as % of prior year)
|
|
October 31,
2015 |
|
|
October 25,
2014 |
|
|
October 31,
2015 |
|
|
October 25,
2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail comparable store base |
|
|
(4.0 |
)% |
|
|
0.0 |
% |
|
|
(2.8 |
)% |
|
|
0.0 |
% |
E-Commerce |
|
|
15.8 |
% |
|
|
18.1 |
% |
|
|
23.4 |
% |
|
|
10.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comparable sales |
|
|
(3.5 |
)% |
|
|
0.3 |
% |
|
|
(2.3 |
)% |
|
|
0.1 |
% |
The retail comparable store base percentage presented in the table above was computed based on sales of all stores that have reached their 53rd week of operation. The third quarter 2015 retail comparable store base sales decrease of 4.0% was the result of a 4.8% decrease in transaction count, partially offset by a 0.8% improvement in average ticket evidencing higher sales volumes for each individual transaction. The first thirty-nine weeks of 2015 retail comparable store base decline of 2.8% resulted from a 3.2% decline in transaction count partially offset by a 0.4% increase in average ticket.
Sales provided by our e-commerce channel increased 15.8% in the third quarter of 2015 compared to the third quarter of 2014 and 23.4% for the first thirty-nine weeks of fiscal 2015 compared to the same period in 2014, due to improvements in areas such as paid search, organic search, social marketing and merchandising.
Six new stores opened and eight stores, where we chose not to stay in the market, have closed since the third quarter of 2014. The sales from these locations are included in net sales. During the trailing 12 months, the Company has relocated 4 stores and as of October 31, 2015 had 260 stores in operation.
Our merchandise mix has had minimal change year over year, as reflected in the table below.
|
|
Thirteen Weeks Ended |
|
|
Thirty-nine Weeks Ended |
|
|
|
October 31,
2015 |
|
|
October 25,
2014 |
|
|
October 31,
2015 |
|
|
October 25,
2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Apparel and Craft Fabrics |
|
|
47 |
% |
|
|
47 |
% |
|
|
44 |
% |
|
|
45 |
% |
Home Decorating Fabrics |
|
|
10 |
% |
|
|
10 |
% |
|
|
11 |
% |
|
|
11 |
% |
Sewing Accessories |
|
|
30 |
% |
|
|
30 |
% |
|
|
31 |
% |
|
|
31 |
% |
Non-Sewing Products |
|
|
13 |
% |
|
|
13 |
% |
|
|
14 |
% |
|
|
13 |
% |
|
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
Gross Profit
Costs of goods sold include:
|
● |
the cost of merchandise |
|
● |
inventory rebates and allowances including term discounts |
|
● |
inventory shrinkage and valuation adjustments |
|
● |
costs associated with our sourcing operations, including payroll and related benefits |
|
● |
costs associated with receiving, processing, and warehousing merchandise |
The classification of these expenses varies across the retail industry.
Specific components of cost of goods sold for the third quarters and first thirty-nine weeks of fiscal 2015 and 2014 are as follows:
|
|
Thirteen Weeks Ended |
|
|
Thirty-nine Weeks Ended |
|
|
|
October 31,
2015 |
|
|
% of
Sales |
|
|
October 25,
2014 |
|
|
% of
Sales |
|
|
October 31,
2015 |
|
|
% of
Sales |
|
|
October 25,
2014 |
|
|
% of
Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net sales |
|
$ |
70,912 |
|
|
|
100.0 |
% |
|
$ |
72,012 |
|
|
|
100.0 |
% |
|
$ |
191,318 |
|
|
|
100.0 |
% |
|
$ |
194,323 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Merchandise cost |
|
|
36,028 |
|
|
|
50.8 |
% |
|
|
34,845 |
|
|
|
48.4 |
% |
|
|
93,766 |
|
|
|
49.0 |
% |
|
|
91,632 |
|
|
|
47.2 |
% |
Freight |
|
|
2,857 |
|
|
|
4.0 |
% |
|
|
2,937 |
|
|
|
4.1 |
% |
|
|
7,322 |
|
|
|
3.8 |
% |
|
|
7,311 |
|
|
|
3.8 |
% |
Sourcing and warehousing |
|
|
4,108 |
|
|
|
5.8 |
% |
|
|
3,766 |
|
|
|
5.2 |
% |
|
|
10,686 |
|
|
|
5.6 |
% |
|
|
10,002 |
|
|
|
5.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit |
|
$ |
27,919 |
|
|
|
39.4 |
% |
|
$ |
30,464 |
|
|
|
42.3 |
% |
|
$ |
79,544 |
|
|
|
41.6 |
% |
|
$ |
85,378 |
|
|
|
43.9 |
% |
Merchandise cost increased by 240 basis points as a percentage of sales for the third quarter of 2015 as compared to the same period of 2014, primarily due to promotional activity and inventory shrinkage. For the thirty-nine weeks of 2015 as compared to 2014, merchandise cost increased by 180 basis points primarily due to increased point-of-sale discounts and coupon usage.
Freight expense declined by 10 basis points as a percentage of sales for the third quarter of 2015 compared to the same period of 2014 and is consistent year over year for the thirty-nine weeks of 2015 and 2014. Lower fuel costs have offset higher freight cost incurred earlier in the year as a result of the West Coast dock strike.
Sourcing and warehousing costs for the Company vary based on both the volume of inventory received during any period, the rate at which inventory is shipped out and inventory turns. The cost difference for the third quarter and thirty-nine weeks of 2015 compared to the same period in 2014 resulted from increased sourcing and warehousing cost incurred in prior periods being recognized through cost of goods sold.
In total, gross profit decreased by 290 basis points in the third quarter 2015 from third quarter 2014 levels and by 230 basis points for the first thirty-nine weeks of 2015 as compared to the same period of 2014.
Selling, General and Administrative Expenses
Selling, general and administrative expenses include:
|
● |
payroll and related benefits (for our store operations, field management, and corporate functions) |
|
● |
general and administrative expenses |
|
● |
occupancy including rent, common area maintenance, taxes and insurance for our retail locations |
|
● |
operating costs of our headquarter facilities |
Specific components of selling, general and administrative expenses (SG&A) include:
|
|
Thirteen Weeks Ended |
|
|
Thirty-nine Weeks Ended |
|
(dollars in thousands) |
|
October 31,
2015 |
|
|
% of
Sales |
|
|
October 25,
2014 |
|
|
% of
Sales |
|
|
October 31,
2015 |
|
|
% of
Sales |
|
|
October 25,
2014 |
|
|
% of
Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail store labor costs |
|
$ |
10,354 |
|
|
|
14.6 |
% |
|
$ |
10,216 |
|
|
|
14.2 |
% |
|
$ |
30,368 |
|
|
|
15.9 |
% |
|
$ |
29,549 |
|
|
|
15.2 |
% |
Advertising |
|
|
2,657 |
|
|
|
3.7 |
% |
|
|
2,426 |
|
|
|
3.4 |
% |
|
|
6,850 |
|
|
|
3.6 |
% |
|
|
7,134 |
|
|
|
3.7 |
% |
Store occupancy |
|
|
7,610 |
|
|
|
10.7 |
% |
|
|
7,610 |
|
|
|
10.6 |
% |
|
|
22,895 |
|
|
|
12.0 |
% |
|
|
22,608 |
|
|
|
11.6 |
% |
Retail SG&A |
|
|
5,016 |
|
|
|
7.1 |
% |
|
|
5,535 |
|
|
|
7.7 |
% |
|
|
14,316 |
|
|
|
7.5 |
% |
|
|
14,827 |
|
|
|
7.6 |
% |
Corp SG&A |
|
|
3,190 |
|
|
|
4.5 |
% |
|
|
2,984 |
|
|
|
4.0 |
% |
|
|
8,601 |
|
|
|
4.5 |
% |
|
|
8,582 |
|
|
|
4.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total SG&A |
|
$ |
28,827 |
|
|
|
40.7 |
% |
|
$ |
28,771 |
|
|
|
39.9 |
% |
|
$ |
83,030 |
|
|
|
43.4 |
% |
|
$ |
82,700 |
|
|
|
42.5 |
% |
Retail Store Labor Costs – The Company’s store labor costs for the third quarter increased as benefits cost more than offset reductions in actual labor expense and increased benefit costs for medical claims and pension expense drove the increase in the thirty-nine weeks of 2015 as compared to the same period in 2014.
Advertising – The Company’s advertising expense reflects the planned shift of marketing expenditures to the fall selling season when management believes it will be more productive.
Store Occupancy – The Company’s store occupancy expense was consistent for the third quarter of 2015 as compared to the third quarter of 2014. Occupancy costs increased for the thirty-nine weeks of 2015 over the same period of the prior year primarily due to increased rent and common area costs partially offset by reductions in maintenance expenditures.
Retail SG&A – Retail selling, general and administrative expense decreased for the third quarter of 2015 as compared to the third quarter of 2014 primarily due to reduced costs for utilities, supplies and travel. For the first thirty-nine weeks of 2015 compared to same period of 2014 reduced costs for insurance, supplies and travel partially offset by reductions in commission income from a third party loyalty program drove retail SG&A expenses down.
Corporate SG&A – These are costs related primarily to staffing and operation of the Company’s headquarters. Corporate SG&A increased for the third quarter of 2015 over the prior year due to professional fees. For the thirty-nine week period compared to the prior year expenses were basically unchanged as increased professional fees were offset by reductions in stock compensation, accrued vacation expense and losses on fixed asset disposals.
Interest Expense
|
|
Thirteen Weeks Ended |
|
|
Thirty-nine Weeks Ended |
|
(dollars in thousands) |
|
October 31, |
|
|
% of |
|
|
October 25, |
|
|
% of |
|
|
October 31, |
|
|
% of |
|
|
October 25, |
|
|
% of |
|
|
|
2015 |
|
|
Sales |
|
|
2014 |
|
|
Sales |
|
|
2015 |
|
|
Sales |
|
|
2014 |
|
|
Sales |
|
Interest expense |
|
$ |
1,614 |
|
|
|
2.2 |
% |
|
$ |
1,498 |
|
|
|
2.1 |
% |
|
$ |
6,001 |
|
|
|
3.1 |
% |
|
$ |
4,306 |
|
|
|
2.2 |
% |
The Company’s interest costs are driven by borrowings on our credit facilities and a small number of capital leases. We currently have an asset-based facility and subordinated-debt outstanding. Interest expense for the first thirty-nine weeks of 2015 includes $1.4 million of costs resulting from the early termination of the amended and restated loan and security agreement with General Electric Capital Corporation on April 22, 2015 (see Note 5 to the Consolidated Financial Statements included in this report). Excluding the non-recurring item, interest expense was $4.6 million or 2.4% of sales for the first thirty-nine weeks of 2015.
Income Taxes
The Company did not recognize any income tax benefit during the periods of fiscal 2015 or 2014 presented in this report given the uncertainty in realizing the future benefit. As of October 31, 2015, January 31, 2015, and October 25, 2014 the Company has established a 100% valuation allowance to offset the net deferred tax assets related to net operating loss carryforwards and other book-tax timing differences.
Liquidity and Capital Resources
Hancock's primary capital requirements are for the financing of inventories and, to a lesser extent, for capital expenditures relating to store locations and its distribution facility. Funds for such purposes have historically been generated from Hancock's operations, short-term trade credit in the form of extended payment terms from suppliers for inventory purchases, and long-term borrowings from commercial lenders.
We have a history of losses over the three year period ended January 31, 2015 and we have generated positive operating cash flow in only the year ended January 31, 2015. During the years ended January 31, 2015, January 25, 2014 and January 26, 2013, the Company had net losses of $3.2 million, $1.9 million and $8.5 million, respectively and net cash provided by (used in) operating activities for the corresponding periods was $3.2 million, $(5.7) million and $(11.3) million, respectively. As a result, since fiscal 2011, it has been necessary to rely on bank borrowings for our capital needs to fund the Company’s required cash contribution to the Company’s defined benefit pension plan, for capital expenditures, and working capital needs.
At October 31, 2015, the Company had outstanding long-term indebtedness and capital lease obligations of $101.6 million compared to $52.3 million as of January 28, 2012. As a consequence of our significant amount of indebtedness as of October 31, 2015, a significant portion of our cash flow from operations must be dedicated to interest and principal payments on our indebtedness, thereby reducing the availability of our cash flow to fund capital expenditures or other growth initiatives and other general corporate requirements, see “Part II, Item 1A. Risk Factors − Risks Related to Our Business − We have a significant amount of indebtedness, which could have important negative consequences to us” below. In addition, at October 31, 2015, the Company had limited cash resources, with cash of $2.9 million, see “Part II, Item 1A. Risk Factors − Risks Related to Our Business − Our current cash resources might not be sufficient to meet our expected near-term cash needs” below.
Our short-term and long-term liquidity needs arise primarily from our working capital requirements, required cash contributions to the defined benefit pension plan, planned capital expenditures and debt service requirements. We anticipate that capital expenditures for the fiscal year ending January 30, 2016 will be approximately $2.2 to $2.5 million, primarily for store and technology upgrades. As of October 31, 2015, we have $6.4 million available to borrow under our revolving credit facility (the “Revolver”). We consolidate our daily cash receipts into a centralized account. In accordance with the terms of our $100.0 million Revolver, on a daily basis, all collected and available funds are applied to the outstanding loan balance. We then determine our daily cash requirements and request those funds from the Revolver availability.
For the thirty-nine weeks ended October 31, 2015, the Company has generated a net loss of $12.7 million, resulting in a shareholders’ deficit of $29.2 million as of October 31, 2015. Additionally, for the thirty-nine weeks ended October 31, 2015, the Company has used $12.9 million in cash to fund its operations. These matters, along with our Revolver availability and recurring losses in prior years, raise substantial doubt as to the ability of the Company to continue as a going concern.
In order to meet its cash and liquidity needs, the Company intends to raise additional financing and/or renegotiate its various debt obligations. There is no assurance that the Company will be successful in obtaining additional financing and/or be able to renegotiate the terms of its existing debt obligations on terms which are satisfactory to the Company, or at all. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. See “Part II, Item 1A. Risk Factors − Risks Related to Our Business − This Quarterly Report on Form 10-Q includes a liquidity note to our consolidated financial statements for the quarter ended October 31, 2015 which may make capital raising more difficult for us and may require us to scale back or cease operations” below.
Our ability to improve our liquidity in future periods and continue as a going concern will depend on generating positive operating cash flow, primarily through comparable store sales increases, improved gross profit and controlling our expenses, which in turn, may be impacted by prevailing economic conditions and other financial and business factors, some of which are beyond our control, see “Part II, Item 1A. Risk Factors” below.
Hancock’s cash flow related information for the first thirty-nine weeks of fiscal 2015 and 2014 follows:
|
|
Thirty-nine Weeks Ended |
|
|
|
October 31, |
|
|
October 25, |
|
|
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
|
|
Net cash flows provided by (used in): |
|
|
|
|
|
|
|
|
Operating activities |
|
$ |
(12,895 |
) |
|
$ |
(9,133 |
) |
Investing activities |
|
|
(1,900 |
) |
|
|
(4,059 |
) |
Financing activities |
|
|
14,860 |
|
|
|
14,510 |
|
Operating Activities
In the first thirty-nine weeks of 2015, the net loss plus non-cash adjustments used $7.0 million compared to generating $0.2 million in the same period of 2014. The increased cash usage can be primarily attributed to the larger net loss incurred for 2015 as compared to 2014 partially offset by the non-cash charge for amortization of deferred loan cost which was inflated by $0.9 million due to the early termination of the amended and restated loan and security agreement with General Electric Capital Corporation on April 22, 2015. In addition, a $6.3 million inventory build, and a decrease of $1.3 million in accrued liabilities and $.09 million of pension and SERP liabilities netted with a $3.1 million increase in accounts payable support resulted in $12.9 million of cash used in operating activities for the thirty-nine weeks of 2015.
For the thirty-nine weeks of 2014, the inventory increase of $14.2 million and a $1.2 million decline in pension and SERP liabilities reduced by $6.6 million of accounts payable support resulted in the $9.1 million of cash used in operating activities.
Investing Activities
Cash used for investing activities consists primarily of purchases of property and equipment. Capital expenditures of $2.2 million for the first thirty-nine weeks of 2015 were primarily for store fixtures, for four new stores and three relocated units, store technology upgrades and maintenance capital expenditures for the stores and distribution center. Capital expenditures of $4.1 million during the first thirty-nine weeks of 2014 consisted primarily of store fixtures and leasehold improvements for five new stores, five relocated units, and development costs related to the re-launch of the Company’s website.
Financing Activities
During the first thirty-nine weeks of 2015, weaker operating results, working capital needs and the capital expenditures discussed above drove up net debt obligations by $17.0 million. This change in debt obligations and $2.4 million of payments related to the refinancing in April 2015 produced a net increase in cash provided by financing activities of $14.9 million. For the thirty-nine weeks of 2014, the seasonal buildup of inventory, expenditures for investing activities discussed above and the required contribution to the defined benefit pension plan caused a net increase in cash provided by financing activities of $14.5 million.
Credit Facilities
The following should be read in conjunction with Note 5 to the Consolidated Financial Statements included in this report.
As of October 31, 2015, the Company had outstanding borrowings under the Revolver of $73.6 million and $17.5 million under the term loan facility entered into on April 22, 2015 (the “Term Loan”), and amounts available to borrow of $6.4 million.
At October 31, 2015, Hancock had commitments under the Revolver for $0.5 million, on documentary letters of credit, which support purchase orders for merchandise. Hancock also has standby letters of credit of $6.6 million, to guarantee payment of potential insurance claims, shipments of inventory, security bonds and freight charges and a backstop letter of credit issued to its previous lender for $0.6 million.
As of October 31, 2015, the Company had an outstanding balance of $8.2 million on the Floating Rate Secured Notes due 2017 (the “Notes”).
Off-Balance Sheet Arrangements
Hancock has no off-balance sheet financing arrangements. Hancock leases its retail fabric store locations mainly under non-cancelable operating leases. Four of the Company’s store leases qualified for capital lease treatment and are reflected on the Company’s balance sheet. Future payments under the operating leases are excluded from the Company’s balance sheet.
Contractual Obligations and Commercial Commitments
Hancock has an arrangement within its revolving credit agreement that provides up to $15.0 million in letters of credit. At October 31, 2015, Hancock had commitments of $0.5 million on documentary letters of credit under the facility, which support purchase orders for merchandise. Hancock also has $6.6 million on standby letters of credit to guarantee payment of potential insurance claims, shipments of inventory, security bonds and freight charges and a backstop letter of credit issued to its previous lender for $0.6 million. Hancock leases its retail fabric store locations under operating leases expiring at various dates through 2027.
The Company has no standby repurchase obligations or guarantees of other entities' debt.
For further information on our contractual obligations, please refer to Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Contractual Obligations and Commercial Commitments” as presented in our Annual Report on Form 10-K for the fiscal year ended January 31, 2015.
Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to adopt accounting policies and make significant judgments and estimates to develop amounts reflected and disclosed in the financial statements. In many cases, there are alternative policies or estimation techniques that could be used. We maintain a process to review the application of our accounting policies and to evaluate the appropriateness of the many estimates that are required to prepare the financial statements of a large corporation. However, even under optimal circumstances, estimates routinely require adjustment based on changing circumstances and the receipt of new or better information. There have been no significant changes to our accounting policies and estimates as discussed under Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2015.
Related Party Transactions
See Note 14 to the Company’s Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2015 filed with the SEC on May 1, 2015, for details regarding the related party transactions that the Company has entered into.
The Company has no other balances with related parties, nor has it had any other material transactions with related parties during the thirty-nine week period ended October 31, 2015.
Effects of Inflation
Inflation in labor and occupancy costs could significantly affect Hancock's operations. Many of Hancock's employees are paid hourly rates related to federal and state minimum wage requirements; accordingly, any increases in those requirements will affect Hancock. In addition, payroll taxes, employee benefits, and other employee costs continue to increase, and the full impact of the recently enacted health care reform legislation will not be known for several years. Health insurance costs, in particular, continue to rise at a high rate in the United States each year, and higher employer contributions to Hancock’s pension plan could be necessary if investment returns are weak. Costs of leases for new store locations remain stable, but renewal costs of older leases continue to increase. Hancock believes the practice of maintaining adequate operating margins through a combination of price adjustments and cost controls, careful evaluation of occupancy needs, and efficient purchasing practices are the most effective tools for coping with increased costs and expenses.
Seasonality
Hancock's business is seasonal. Peak sales periods occur during the fall and early spring weeks, while the lowest sales periods occur during the summer. Working capital requirements needed to finance our operations fluctuate during the year and reach their highest levels during the second and third fiscal quarters as we increase our inventory in preparation for our peak selling season during the fourth quarter.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
Hancock did not hold derivative financial or commodity instruments at October 31, 2015.
Interest Rate Risk
We are exposed to financial market risks, including changes in interest rates. At our option, borrowings under the revolving credit facility bear interest at a rate equal to, either (a) a LIBOR rate determined by reference to the offered rate for deposits in dollars for the interest period relevant to such borrowing or (b) a base rate, in each case plus an applicable margin and adjusted for certain additional costs and fees and the term loan bears interest at a LIBOR rate. As of October 31, 2015, we had borrowings outstanding of approximately $73.6 million under the Revolver and $17.5 million under the Term Loan. If interest rates increased 100 basis points, our annual interest expense would increase approximately $911,000, assuming borrowings under the Revolver and Term Loan as existed at October 31, 2015.
In addition to the Revolver and Term Loan, as of October 31, 2015 the Company has outstanding Notes for $8.2 million on which interest is payable quarterly in arrears on February 20, May 20, August 20 and November 20 of each year. The quarterly interest is payable at LIBOR plus 12.0% on the Notes. If interest rates increased 100 basis points, our annual interest expense would increase $82,000, assuming borrowings under the Notes as existed at October 31, 2015.
Foreign Currency Risk
All of the Company’s business is transacted in U.S. dollars and, accordingly, devaluation of the dollar against other currencies can increase product costs although this did not significantly impact the thirty-nine week period ended October 31, 2015. As of October 31, 2015, the Company had no financial instruments outstanding that were sensitive to changes in foreign currency exchange rates.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to the Company’s management, including our President and Chief Executive Officer (principal executive officer) and Divisional Vice President and interim Chief Financial Officer (principal financial officer), as appropriate, to allow timely decisions regarding the required disclosures.
In connection with the preparation of this Quarterly Report on Form 10-Q as of October 31, 2015, the Company’s management, under the supervision and with the participation of the Company’s President and Chief Executive Officer and Divisional Vice President and interim Chief Financial Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in the Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon this evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of October 31, 2015.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) within the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company was a party to a consolidated action pending in the Northern District of Mississippi, captioned Hancock Fabrics, Inc. v. Rowdec, LLC d/b/a Westlake Associates, Case No. 1:12-cv-131-SA-DAS, and Case No. 1:12-cv-222-SA-DAS. The action stemmed from a March 22, 2012 arbitration award, which involved a dispute over calculating royalties under a Consulting and Sales Agreement between the Company and Rowdec, LLC d/b/a Westlake Associates (“Westlake”). Westlake sought royalties on sales in all of the Company’s nearly 270 stores and on the internet and attorneys’ fees. On April 24, 2013 Westlake filed a motion to confirm the award through which it sought to have the court broaden the arbitration award and grant it royalties on sales in all stores and on the internet. On November 19, 2013, the United States District Court for the Northern District of Mississippi issued a Judgment and Order upholding the arbitral award of attorneys’ fees but declining to order the Company to pay royalties on sales in all of the Company’s stores. Following the district court’s decision, the matter was closed. On January 23, 2014, Westlake tried to revive the closed case by filing a motion to enforce judgment and for contempt against the Company and sought to appoint an independent auditor at the Company’s expense and attorneys’ fees for the costs of bringing its motion. The Court denied Westlake’s motion in full on September 23, 2014.
On November 26, 2014, Westlake filed an Arbitration Demand with AAA, in which it seeks the same relief that it already sought in federal court. On December 10, 2014, the Company filed a motion to stay the arbitration and for sanctions against Westlake. On August 27, 2015, the district court denied Hancock’s motion to stay the arbitration. The district court held that Westlake did not waive its right to arbitrate, and refused to decide whether Westlake’s Arbitration Demand is barred by the federal court decision, finding that that issue should be resolved by the arbitrator. Hancock appealed to the United States Court of Appeals for the Fifth Circuit. The arbitration has been stayed while the appeal is being briefed and heard. We believe Westlake’s position is meritless and plan to continue to contest the matter vigorously, but if we do not prevail on appeal and the arbitration were to reach a conclusion that is adverse to us, we could be required to pay damages that could be material.
“Item 3. Legal Proceedings” of our Form 10-K for the fiscal year ended January 31, 2015 includes a discussion of other legal proceedings. There have been no other material changes from the legal proceedings described in our Form 10-K.
ITEM 1A. RISK FACTORS
There are many risk factors that affect our business and operating results, some of which are beyond our control. The following is a description of all known material risks that may cause our actual operating results in future periods to differ materially from those currently expected or desired. The following risk factors should be considered carefully in evaluating our business along with the other information contained in or incorporated by reference into this Quarterly Report. The risks and uncertainties discussed below update and supersede the risks and uncertainties previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended January 31, 2015. Other than the addition of the risk factor, “This Quarterly Report on Form 10-Q includes a liquidity note to our consolidated financial statements for the quarter ended October 31, 2015 which may make capital raising more difficult for us and may require us to scale back or cease operations,” and updates to the risk factors “Our current cash resources might not be sufficient to meet our expected near-term cash needs,” and “Our business is dependent on the ability to successfully access funds through capital markets and financial institutions and any inability to access funds may limit our ability to execute our business plan and restrict operations we rely on for future growth,” we do not believe any of the changes constitute material changes to the risk factors previously disclosed in such prior Annual Report on Form 10-K.
Risks Related to Our Business
This Quarterly Report on Form 10-Q includes a liquidity note to our consolidated financial statements for the quarter ended October 31, 2015 which may make capital raising more difficult for us and may require us to scale back or cease operations.
For the thirty-nine weeks ended October 31, 2015, the Company has generated a net loss of $12.7 million, resulting in a shareholders’ deficit of $29.2 million as of October 31, 2015. Additionally, for the thirty-nine weeks ended October 31, 2015, the Company has used $12.9 million in cash to fund its operations. Due to these matters, along with our Revolver availability and recurring losses in prior years, we included “Note 1 – Liquidity” to our consolidated financial statements for the quarter ended October 31, 2015, which states that there is substantial doubt about our ability to continue as a going concern.
If we are unable to obtain additional funding and/or renegotiate our various debt obligations, we may not be able to continue our operations, requiring us to modify our business plan, curtail various aspects of our operations or cease operations. In such event, investors may lose a portion or all of their investment. In addition, the liquidity note may cause concern to one or more of our constituencies of debt holders, clients, vendors, or trade creditors. If any debt holder’s, client’s or trade creditor’s concern results in adverse changes in their respective business relations with us, these changes may materially adversely affect our cash flows and results of operations.
Our current cash resources might not be sufficient to meet our expected near-term cash needs.
Due to our history of losses over the three year period ended January 31, 2015, we have only generated positive operating cash flow in the year ended January 31, 2015, which was substantially less than the negative operating cash flows experienced in the prior two years. For the thirty-nine weeks ended October 31, 2015, we generated negative operating cash flow of $12.9 million. If we continue to generate negative operating cash flow or are unable to generate positive cash flow from operations in amounts significant enough to fund our plans, we will need to develop and implement alternative strategies. These alternative strategies could include seeking improvements in working capital management, reducing or delaying capital expenditures, restructuring or refinancing our indebtedness, seeking additional debt or financing, and selling assets. There can be no assurance that any of these strategies could be implemented on satisfactory terms, on a timely basis, or at all. If we are unable to implement any of these alternative strategies, we may not be able to continue as a going concern.
We have a significant amount of indebtedness, which could have important negative consequences to us.
At October 31, 2015, we had outstanding long-term indebtedness of $99.4 million. Our significant indebtedness could have important negative consequences to us, including:
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making it more difficult for us to satisfy our obligations with respect to such indebtedness; |
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increasing our vulnerability to adverse general economic and industry conditions; |
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exhausting the amount available to borrow under our current credit lines if operating results do not improve; |
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limiting our ability to obtain additional financing to fund capital expenditures or other growth initiatives, and other general corporate requirements; |
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requiring us to dedicate a significant portion of our cash flow from operations to interest and principal payments on our indebtedness, thereby reducing the availability of our cash flow to fund capital expenditures or other growth initiatives, and other general corporate requirements; |
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limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; |
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placing us at a competitive disadvantage compared to our less leveraged competitors; |
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limiting our ability to fund the required cash contributions to the defined benefit pension plan; and |
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limiting our ability to refinance our existing indebtedness as it matures. |
As a consequence of our level of indebtedness, a significant portion of our cash flow from operations must be dedicated to debt service requirements. In addition, the terms of our revolving credit facility limit our ability to incur additional indebtedness. As of October 31, 2015 we have $6.4 million available to borrow under our revolving credit facility. If we fail to comply with these covenants, a default may occur, in which case the lender could accelerate the debt. We cannot assure you that we would be able to renegotiate, refinance or otherwise obtain the necessary funds to satisfy these obligations.
Our business is dependent on the ability to successfully access funds through capital markets and financial institutions and any inability to access funds may limit our ability to execute our business plan and restrict operations we rely on for future growth.
Our business is dependent on the availability of credit to fund working capital, capital expenditures and other general corporate requirements. Our credit facilities entered into on April 22, 2015 are scheduled to expire on the earlier of (a) April 22, 2020 and (b) ninety (90) days prior to the stated maturity date of the Notes, if such indebtedness has not been reserved for, repaid or modified in a manner that less than $750,000 remains outstanding, and our Notes mature on November 20, 2017. We can provide no assurance that we will be able to obtain replacement financing at the expiration of our credit facilities on acceptable terms or at all.
The liquidity note to our consolidated financial statements for the quarter ended October 31, 2015 indicates an absence of obvious or reasonably assured sources of future funding necessary to maintain our ongoing operations. There is no assurance that our capital raising efforts will be able to attract the additional capital or other funds we need to sustain our operations. The liquidity note may make it more difficult for us to raise capital or renegotiate the terms of our existing debt obligations. If we are unable to access financial markets at competitive rates, our ability to implement our business plan and strategy will be negatively affected and we may not be able to continue as a going concern.
Our business and operating results may be adversely affected by general adverse economic conditions.
Our performance and operating results are impacted by conditions in the U.S. and the world economy. The macro-economic environment has been highly volatile in recent years due to a variety of factors, including but not limited to, the lagging demand in the housing market, lack of credit availability, unpredictable fuel and energy prices, volatile interest rates, inflation and deflation fears, unemployment concerns, increasing consumer debt, significant stock market volatility, and recession. These economic conditions negatively impact levels of consumer spending, which may remain depressed for the foreseeable future. Consumer purchases of discretionary items, including our merchandise, generally decline during recessionary periods and other periods where disposable income is adversely affected. General adverse economic conditions may affect consumer purchases of our merchandise and adversely impact our results of operations and continued growth. In addition, the slowing growth in China and the economic condition in Europe is causing a significant negative impact on businesses around the world. The impact of this environment on our major suppliers cannot be predicted. The inability of key suppliers to access liquidity, or the insolvency of key suppliers, could lead to their failure to deliver our merchandise. Any or all of these factors, as well as other unforeseen factors, could have a material adverse impact on consumer spending, our ability to obtain financing, our results of operations, liquidity, financial condition and stock price.
We are subject to intense competition in our business, which could have a material effect on our operations.
Competition is intense in the retail fabric and craft industry, primarily due to low entry barriers. We must remain competitive in the areas of quality, price, selection, customer service, convenience, and reputation.
Our primary competition is comprised of specialty fabric retailers and specialty craft retailers such as Jo-Ann Stores, a national chain that operates fabric and craft stores. We also compete with mass merchants, including Wal-Mart, that dedicate a portion of their selling space to a limited selection of fabrics, craft supplies and seasonal and holiday merchandise. We also compete with Hobby Lobby, a national chain that operates craft stores that also carries fabrics, Michaels Stores, Inc., a national chain that operates craft and framing stores, and A.C. Moore Arts & Crafts, Inc., a regional chain that operates craft stores in the eastern United States. Some of our competitors have stores nationwide, several operate regional chains and numerous others are local merchants. Some of our competitors, particularly the national specialty chain stores and the mass merchants, are larger and have greater financial resources than we do. The performance of competitors as well as changes in their pricing and promotional policies, marketing activities, new store openings, merchandising and operational strategies could impact our sales and profitability. Our sales and profitability could also be impacted by store liquidations of our competitors. We also face competition from Internet-based retailers, such as Amazon.com, Inc., in addition to traditional store-based retailer, who may be larger, more experienced and able to offer products we cannot offer online. Such alternative methods of selling fabrics and crafts could result in additional competitors in the future and increased price competition since our customers could more readily comparison shop. Moreover, we ultimately compete against alternative sources of entertainment and leisure activities for our customers that are unrelated to the fabric and craft industry. This competition could negatively affect our sales and profitability.
Our merchandising initiatives and marketing emphasis may not provide expected results.
We believe our future success will depend upon, in part, the ability to develop and execute merchandising initiatives with effective marketing. There is no assurance that we will be successful, or that new initiatives will be executed in a timely manner to satisfy our customers’ needs or expectations. Failure to execute and promote such initiatives in a timely manner could harm our ability to grow the business and could have a material adverse effect on our results of operations and financial condition.
Changes in customer demands and failure to manage inventory effectively could adversely affect our operating results.
Our financial condition and operating results are dependent upon our ability to anticipate and respond in a timely manner to changing customer demands and preferences for our products. A miscalculation in the anticipated demands of our customers could result in a significant overstock of unpopular products which could lead to major inventory markdowns, resulting in negative consequences to our operating results and cash flow. Likewise, a shortage of popular products could lead to negative operating results and cash flow. In addition, inventory shrink (inventory theft or loss) rates and failure to manage such rates could adversely affect our business, financial condition and operating results.
Our inability to effectively implement our growth strategy may have an adverse effect on sales growth.
Our growth strategy includes relocating or remodeling existing stores, opening new stores and introducing changes to our merchandise assortments, among others. Certain risks involved with implementing these strategies may not be adequately addressed, and future sales and operating results may be less than anticipated, which may negatively impact the return on investment. Future growth and profitability is dependent upon the successful implementation of our growth strategy and realizing positive returns on investments.
Our ability to attract and retain skilled people is important to our success.
Our success depends in part on our ability to retain key executives and to attract and retain additional qualified personnel who have experience in retail matters and in operating a company of our size and complexity. The unexpected loss of one or more of our key personnel could have a material adverse effect on our business because of the unique skills, knowledge of our markets and products, and years of industry experience such personnel contribute to the business and the difficulty of promptly finding qualified replacements. We offer financial packages that are competitive within the industry to effectively compete in this area.
Interest rate increases could negatively impact profitability.
Our financing, investing, and cash management activities are subject to the market risk associated with changes in interest rates. Our profitability could be negatively impacted by significant increases in interest rates.
Significant changes in discount rates, mortality rates, actual investment return on pension assets, and other factors could affect our earnings, equity, and pension contributions in future periods.
Our earnings may be positively or negatively impacted by the amount of income or expense recorded for our qualified benefit pension plan. Generally accepted accounting principles in the United States of America (“GAAP”) require that income or expense for the plan be calculated at the annual measurement date using actuarial assumptions and calculations. These calculations reflect certain assumptions, the most significant of which relate to the capital markets, interest rates and other economic conditions. Changes in key economic indicators can change the assumptions. The most significant assumptions used to estimate pension income or expense for the year are the expected long-term rate of return on plan assets and the interest rate. These assumptions, along with the actual value of assets at the measurement date, will drive the pension income or expense for the year. In addition, at the measurement date, we must reflect the funded status of the plan liabilities on the balance sheet, which may result in a significant charge to equity through a reduction or increase to Accumulated Other Comprehensive Income (Loss). In 2014, an increase in Pension and SERP liabilities from $28.4 million to $43.8 million caused a shareholders’ deficit and an increase of $18.0 million in accumulated other comprehensive loss. Although GAAP expense and pension contributions are not directly related, the key economic factors that affect GAAP expense would also likely affect the amount of cash we would contribute to the pension plan. Potential pension contributions include both mandatory amounts required under federal law and discretionary contributions to improve a plan’s funded status.
Business matters encountered by our suppliers may adversely impact our ability to meet our customers’ needs.
Many of our suppliers are small businesses that produce a limited number of items. Many of these businesses face cash flow constraints, production difficulties, quality control issues, and problems in delivering agreed-upon quantities on schedule because of their limited resources and lack of financial flexibility. Many of our vendors rely on third parties for working capital loans. The third parties’ evaluation of our credit worthiness can significantly impact our suppliers’ ability to produce and deliver product. Failure of our key suppliers to withstand a downturn in economic conditions could have a material adverse effect on our operating results and our ability to meet our customers’ needs. In addition, the significant product safety requirements arising under the U.S. Consumer Product Safety Improvement Act of 2008 and state product safety laws may represent a compliance challenge to some of our suppliers, could negatively impact the ability of such suppliers to deliver compliant products to us and thus negatively impact our business operations and performance. Delivery of non-compliant products could result in liability to our company; while we obtain indemnifications from our suppliers with respect to compliance issues, some suppliers might not have the financial resources to stand behind their indemnifications and we could also suffer damage to our reputation.
We are vulnerable to risks associated with obtaining merchandise from foreign suppliers.
We rely on foreign suppliers, many of whom are located primarily in China and other Asian countries, for the majority of our products. In addition, some of our domestic suppliers manufacture their products overseas or purchase them from foreign vendors. Foreign sourcing subjects us to a number of risks, including long lead times; work stoppages; transportation delays (including dock strikes and other work stoppages) and interruptions; product quality issues; employee rights issues; other social concerns; political instability; economic disruptions; the imposition of tariffs, duties, quotas, import and export controls and other trade restrictions; changes in governmental policies; and other events. If any of these events occur, it could result in a material adverse effect on our business, financial condition, results of operations and prospects. In addition, reductions in the value of the U.S. dollar or revaluation of the Chinese currency, or other foreign currencies, could ultimately increase the prices that we pay for our products. All of our products manufactured overseas and imported into the United States are subject to duties collected by the United States Customs Service. We may be subjected to additional duties, significant monetary penalties, the seizure and forfeiture of the products we are attempting to import or the loss of import privileges, if we or our suppliers are found to be in violation of U.S. laws and regulations applicable to the importation of our products.
Transportation industry challenges and rising fuel costs may negatively impact our operating results.
Our products are delivered to our distribution center from vendors and from our distribution center to our stores by various means of transportation. Our ability to furnish our stores with inventory in a timely manner could be adversely affected by labor or equipment shortages in the transportation industry as well as long-term interruptions of service in the national and international transportation infrastructure. In addition, labor shortages and increases in fuel prices could lead to higher transportation costs. With our reliance on the trucking industry to deliver products to our distribution center and our stores, our operating results could be adversely affected if we are unable to secure adequate trucking resources to fulfill our delivery schedules to the stores or if transportation costs increase.
Delays or interruptions in the flow of merchandise through our distribution center could adversely impact our operating results.
Approximately 94% of our store shipments pass through our distribution center. The remainder of merchandise is drop-shipped by our vendors directly to our store locations. Damage or interruption to our distribution center from factors such as fire, power loss, storm damage or unanticipated supplier shipment delays could cause a disruption in our operations. The occurrence of unanticipated problems at our distribution center would likely result in increased operating expenses and reduced sales that would negatively impact our operating results.
Changes in the labor market and in federal, state, or local regulations could have a negative impact on our business.
Our products are delivered to our customers at our retail stores by quality associates, many of whom are in entry level or part-time positions. Attracting and retaining a large number of dependable and knowledgeable associates is vital to our success. External factors, such as unemployment levels, prevailing wage rates, minimum wage legislation, workers compensation costs and changing demographics, affect our ability to manage employee turnover and meet labor needs while controlling our costs. Our operations and financial performance could be negatively impacted by changes that adversely affect our ability to attract and retain quality associates.
Taxing authorities could disagree with our tax treatment of certain deductions or transactions, resulting in unexpected tax assessments.
The possibility exists that the Internal Revenue Service or other taxing authorities could audit our current or previously filed tax returns and dispute our treatment of tax deductions or apportionment formulas, resulting in unexpected assessments. Depending on the timing and amount of such assessments, they could have a material adverse effect on our results of operations, financial condition and liquidity.
A disruption in the performance of our information systems would negatively impact our business.
We depend on our management information systems for many aspects of our business, including effective transaction processing, inventory management, purchasing, selling and shipping goods on a timely basis, and maintaining cost-efficient operations. The failure of our information systems to perform as designed could disrupt our business and cause information to be lost or delayed, which could have a negative impact on our business. Computer viruses, computer “hackers,” or other system failures could lead to operational problems with our information systems. Our operations and financial performance could also be negatively impacted by costs and potential problems related to the implementation of new or upgraded systems, or if we were unable to provide maintenance and support for our existing systems.
A failure to adequately maintain the security of confidential information could have an adverse effect on our business.
We have become more dependent upon automated information technology processes, including use of the internet for conducting a portion of our business. The regulatory environment surrounding information security and privacy is increasingly demanding, with the frequent imposition of new and constantly changing requirements. In connection with credit card sales, we transmit confidential credit card information. Information may be compromised through various means, including penetration of our network security, hardware tampering, and misappropriation of confidential information. We have a program in place to detect and respond to data security incidents. However, because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems changes frequently and may be difficult to detect for long periods of time, we may be unable to anticipate these techniques or implement adequate preventive measures. In addition, hardware, software or applications we develop or procure from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Unauthorized parties may also attempt to gain access to our systems or facilities through fraud, trickery or other forms of deceiving our team members, contractors and temporary staff. Failure to maintain the security of confidential information could result in deterioration in our employees’ and customers’ confidence in us, expose us to litigation and liability, and any breach in the security and integrity of other business information could put us at a competitive disadvantage, resulting in a material adverse impact on our financial condition and results of operations.
Our marketing programs, e-commerce initiatives and use of consumer information are governed by an evolving set of laws and enforcement trends and unfavorable changes in those laws or trends, or our failure to comply with existing or future laws, could substantially harm our business and results of operations.
We collect, maintain and use data provided to us through our online activities and other customer interactions in our business. Our current and future marketing programs depend on our ability to collect, maintain and use this information, and our ability to do so is subject to certain contractual restrictions in third party contracts as well as evolving international, federal and state laws and enforcement trends. We strive to comply with all applicable laws and other legal obligations relating to privacy, data protection and consumer protection, including those relating to the use of data for marketing purposes. It is possible, however, that these requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another, may conflict with other rules or may conflict with our practices. If so, we may suffer damage to our reputation and be subject to proceedings or actions against us by governmental entities or others. Any such proceeding or action could hurt our reputation, force us to spend significant amounts to defend our practices, distract our management, increase our costs of doing business, and result in monetary liability.
In addition, as data privacy and marketing laws change, we may incur additional costs to ensure we remain in compliance. If applicable data privacy and marketing laws become more restrictive at the federal or state level, our compliance costs may increase, our ability to effectively engage customers via personalized marketing may decrease, our investment in our e-commerce platform may not be fully realized, our opportunities for growth may be curtailed by our compliance capabilities or reputational harm and our potential liability for security breaches may increase.
Failure to comply with various laws and regulations as well as litigation developments could adversely affect our business operations and financial performance.
Our policies, procedures, and internal controls are designed to comply with all applicable laws and regulations, including those imposed by the U.S. Securities and Exchange Commission as well as applicable employment laws. We are involved in various litigation and arbitration matters that arise in the ordinary course of our business, including liability claims. Litigation and arbitration could adversely affect our business operations and financial performance. Also, failure to comply with the various laws and regulations may result in damage to our reputation, civil and criminal liability, fines and penalties, increased cost of regulatory compliance, and restatements of financial statements.
We may not be able to maintain or negotiate favorable lease terms for our retail stores.
We lease substantially all of our store locations. The majority of our store leases contain provisions for base rent and a small number of store leases contain provisions for base rent plus percentage rent based on sales in excess of an agreed upon minimum annual sales level. If we are unable to renew, renegotiate or replace our store leases or enter into leases for new stores on favorable terms, our growth and profitability could be harmed.
Changes in accounting principles may have a negative impact on our reported results.
A change in accounting standards or policies may have a significant impact on our reported results from operations. New accounting pronouncements and different interpretations of existing pronouncements have been issued and may be issued in the future. Implementation of these standards or policies may have a negative impact on our reported results.
Our results may be adversely affected by serious disruptions or catastrophic events, including geo-political events and weather.
Unforeseen public health issues, such as pandemics and epidemics, and geo-political events, such as civil unrest in a country in which our suppliers are located or terrorist or military activities disrupting transportation, communication or utility systems, as well as natural disasters such as hurricanes, typhoons, tornadoes, floods, earthquakes and other adverse weather and climate conditions, whether occurring in the U.S. or abroad, particularly during peak seasonal periods, could disrupt our operations or the operations of one or more of our vendors or could severely damage or destroy one or more of our stores or distribution facilities located in the affected areas. Day to day operations, particularly our ability to receive products from our vendors or transport products to our stores could be adversely affected, or we could be required to close stores or distribution centers in the affected areas or in areas served by the affected distribution center. These factors could also cause consumer confidence and spending to decrease or result in increased volatility in the U.S. and global financial markets and economy. Such occurrences could significantly impact our operating results and financial performance. As a result, our business could be adversely affected.
Changes in newspaper subscription rates may result in reduced exposure to our circular advertisements.
A substantial portion of our promotional activities utilize circular advertisements in local newspapers. A continued decline in consumer subscriptions of these newspapers could reduce the frequency with which consumers receive our circular advertisements, thereby negatively affecting sales, results of operations and cash flow.
Unexpected or unfavorable consumer responses to our promotional or merchandising programs could materially adversely affect our sales, results of operations, cash flow and financial condition.
Brand recognition, quality and price have a significant influence on consumers’ choices among competing products and brands. Advertising, promotion, merchandising and new product introductions also have a significant impact on consumers’ buying decisions. If we misjudge consumer responses to our existing or future promotional activities, this could have a material adverse impact on our sales, results of operations, cash flow and financial condition.
We believe improvements in our merchandise offering help drive sales at our stores. We could be materially adversely affected by poor execution of changes to our merchandise offering or by unexpected consumer responses to changes in our merchandise offering.
Risks Related to Our Common Stock
There are risks associated with our common stock trading on the OTC Markets, formerly known as the “Pink Sheets”.
Effective May 4, 2007, our common stock was delisted from the New York Stock Exchange, and there is currently no established public trading market for our common stock. Our common stock is currently quoted on the OTC Markets (formerly known as “Pink Sheets”) under the symbol “HKFI”. The OTC Markets is a centralized quotation service that collects and publishes market maker quotes for over-the-counter securities in real time. Over-the-counter market quotations, like those on the OTC Markets, reflect inter-dealer prices, without retail mark-up, mark-down, or commission and may not necessarily represent actual transactions. Stocks trading in the OTC Markets generally have substantially less liquidity; consequently, it can be much more difficult for stockholders and broker/dealers to purchase and sell our shares in an orderly manner or at all. Due in part to the decreased trading price of our common stock and reduced analyst coverage, the trading price of our common stock may change quickly, and brokers may not be able to execute trades as quickly as they previously could when our common stock was listed on an exchange. Currently, we are not actively seeking to become listed on any exchange. There can be no assurance that our common stock will again be listed on an exchange, or that a trading market for our common stock will be established.
Our stock price has been volatile and could decrease in value.
There has been significant volatility in the market price and trading volume of equity securities, in many cases unrelated to the financial performance of the companies. These broad market fluctuations may negatively affect the market price of shares of our common stock. Fluctuations in the market price of our common stock may be caused by changes in our operating performance or prospects and other factors, including, among others:
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actual or anticipated fluctuations in our operating results or future prospects; |
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our announcements or our competitors’ announcements of new products; |
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public reaction to our press releases, our other public announcements and our filings with the SEC; |
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strategic actions by us or our competitors; |
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changes in financial markets or general economic conditions; |
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our ability to raise additional capital as needed; |
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developments regarding our patents or proprietary rights or those of our competitors; and |
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changes in stock market analyst recommendations or earnings estimates regarding shares of our common stock, other comparable companies or our industry generally. |
Future sales of our common stock could adversely affect the market price of our common stock and our future capital-raising activities could involve the issuance of equity securities, which could result in a decline in the trading price of shares of our common stock.
We may sell securities in the public or private equity markets if and when conditions are favorable, even if we do not have an immediate need for additional capital at that time. Sales of substantial amounts of common stock, or the perception that such sales could occur, could adversely affect the prevailing market price of shares of our common stock and our ability to raise capital. We currently have outstanding warrants to purchase an aggregate of up to 9,838,000 shares of the Company’s common stock for an exercise price of $0.59 per share that are exercisable at any time until November 20, 2019 on a cashless basis pursuant to the terms of the warrants. We may issue additional shares of our common stock in future financing transactions or as incentive compensation for our executive management and other key personnel, consultants and advisors. Issuing any equity securities would be dilutive to the equity interests represented by our-then-outstanding shares of our common stock. The market price for shares of our common stock could decrease as the market takes into account the dilutive effect of any of these issuances.
We do not expect to pay cash dividends on shares of our common stock for the foreseeable future.
We do not anticipate that any cash dividends will be paid on shares of our common stock in the foreseeable future. Any future determination relating to our dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including future earnings, capital requirements, financial conditions, future prospects, contractual restrictions and other factors that our board of directors may deem relevant. The Company’s credit facilities also contain covenants restricting the ability of the Company and its subsidiaries to pay dividends or distributions.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
In June of 2000 the Board of Directors authorized the repurchase of up to 2,000,000 shares of the Company’s Common Stock from time to time when warranted by market conditions. There have been 1,756,755 shares purchased under this authorization through October 31, 2015, and the number of shares that may yet be purchased under this authorization is 243,245. The Company did not repurchase any shares in the market during the period covered by this Quarterly Report, but did accept shares in settlement of tax withholding obligations on restricted shares.
The Company did not sell any unregistered equity securities during the period covered by this Quarterly Report.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
3.1 |
Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on July 31, 2008) |
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3.2 |
Amended and Restated By-Laws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 8, 2012) |
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10.1 |
Amendment to Steven R. Morgan's Employment Agreement |
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31.1 |
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) Under The Securities Exchange Act of 1934 |
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31.2 |
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) Under The Securities Exchange Act of 1934 |
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32.1 |
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant To Section 906 of The Sarbanes-Oxley Act of 2002 |
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101 INS |
XBRLInstance Document |
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101 SCH |
XBRLTaxonomy Extension Schema Document |
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101 CAL |
XBRL Taxonomy Extension Calculation Linkbase Document |
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101 DEF |
XBRL Taxonomy Extension Definition Linkbase Document |
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101 LAB |
XBRL Taxonomy Extension Label Linkbase Document |
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101 PRE |
XBRL Taxonomy Extension Presentation Linkbase Document |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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HANCOCK FABRICS, INC. |
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(Registrant) |
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By: |
/s/ O. Pierce Crockett |
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O. Pierce Crockett |
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Divisional Vice President and |
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Interim Chief Financial Officer |
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(Principal Financial Officer) |
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Date: December 21, 2015
EXHIBIT INDEX
Exhibit No. |
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Description |
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3.1 |
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Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on July 31, 2008) |
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3.2 |
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Amended and Restated By-Laws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 8, 2012) |
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10.1 |
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Amendment to Steven R. Morgan's Employment Agreement |
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31.1 |
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Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) Under The Securities Exchange Act of 1934 |
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31.2 |
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Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) Under The Securities Exchange Act of 1934 |
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32.1 |
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Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant To Section 906 of The Sarbanes-Oxley Act of 2002 |
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101 INS |
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XBRLInstance Document |
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101 SCH |
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Exhibit 10.1
AMENDMENT NO. 2
to
EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (this “Amendment”) is dated as of June 16, 2015, by and between Hancock Fabrics, Inc., a Delaware corporation (the “Company”), and Steven R. Morgan (the “Executive”).
WHEREAS, the Executive is currently employed by the Company as its President and Chief Executive Officer pursuant to that certain Employment Agreement, dated as of November 7, 2011 and subsequently amended as of July 21, 2014 (the “Employment Agreement”); and
WHEREAS, the Company and the Executive desire to amend the Agreement to extend the term of the Agreement as provided herein so that the end of the term coincides with the end of the Company’s 2018 fiscal year.
NOW, THEREFORE, the parties agree as follows:
1. Section 2 of the Agreement is hereby amended and restated to read in its entirety as follows:
“2. Term. The term of Executive’s employment pursuant to this Agreement commenced on October 17, 2011 (the “Commencement Date”) and, unless terminated as set forth in Section 9, shall continue through January 26, 2019 (the “Initial Term”). Following the Initial Term, this Agreement shall be extended automatically for successive one (1) year periods (the Initial Term and any extensions being collectively referred to as the “Employment Term”). Notwithstanding the foregoing, Executive shall at all times be considered an “at will” employee (subject to the obligations set forth in this Agreement). Either party may terminate this Agreement as of the end of the then-current period by giving written notice at least sixty (60) days prior to the end of that period. Notwithstanding any termination of this Agreement or Executive’s employment, Sections 9 and 10 shall remain in effect until all obligations and benefits that accrued prior to termination are satisfied.”
2. Section 4(e) of the Agreement is hereby deleted.
3. Except as expressly modified herein, the Agreement shall remain in full force and effect in accordance with its original terms.
4. Capitalized terms that are not defined herein shall have the meanings ascribed to them in the Agreement.
5. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered on the day and year first above written.
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HANCOCK FABRICS, INC. |
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By: |
/s/ Sam P. Cortez |
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Sam P. Cortez |
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Chair, Management Review and Compensation Committee |
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EXECUTIVE |
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/s/ Steven R. Morgan |
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Steven R. Morgan |
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2
Exhibit 31.1
Certification of Chief Executive Officer
Pursuant to Rule 13a-14(a) Under
The Securities Exchange Act of 1934
I, Steven R. Morgan, certify that:
1. |
I have reviewed this quarterly report on Form 10-Q for the quarter ended October 31, 2015 of Hancock Fabrics, Inc.; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: December 21, 2015
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/s/ Steven R. Morgan |
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Steven R. Morgan |
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President and Chief Executive Officer
(Principal Executive Officer) |
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Exhibit 31.2
Certification of Chief Financial Officer
Pursuant to Rule 13a-14(a) Under
The Securities Exchange Act of 1934
I, O. Pierce Crockett, certify that:
1. |
I have reviewed this quarterly report on Form 10-Q for the quarter ended October 31, 2015 of Hancock Fabrics, Inc.; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: December 21, 2015
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/s/ O. Pierce Crockett |
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O. Pierce Crockett |
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Divisional Vice President and |
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Interim Chief Financial Officer |
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(Principal Financial Officer) |
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Exhibit 32.1
Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant To
Section 906 Of The Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Hancock Fabrics, Inc. (“Hancock”) on Form 10-Q for the period ended October 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of Steven R. Morgan, President and Chief Executive Officer of Hancock and O. Pierce Crockett, Divisional Vice President and interim Chief Financial Officer of Hancock, certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to the best of their knowledge:
1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the corporation.
Date: December 21, 2015
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/s/ Steven R. Morgan |
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Steven R. Morgan |
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President and Chief Executive Officer |
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/s/ O. Pierce Crockett |
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O. Pierce Crockett |
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Divisional Vice President and |
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Interim Chief Financial Officer |
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(Principal Financial Officer) |
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v3.3.1.900
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v3.3.1.900
Consolidated Balance Sheets (Unaudited) - USD ($)
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Oct. 31, 2015 |
Jan. 31, 2015 |
Oct. 25, 2014 |
Current assets: |
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Cash and cash equivalents |
$ 2,951,000
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$ 2,886,000
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[1] |
$ 3,124,000
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Receivables, less allowance for doubtful accounts |
3,840,000
|
4,335,000
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[1] |
4,796,000
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Merchandise inventories, net |
114,741,000
|
108,917,000
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[1] |
121,330,000
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Prepaid expenses |
2,927,000
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2,565,000
|
[1] |
2,965,000
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Total current assets |
124,459,000
|
118,703,000
|
[1] |
132,215,000
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Property and equipment, net |
31,791,000
|
33,637,000
|
[1] |
33,735,000
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Goodwill |
2,880,000
|
2,880,000
|
[1] |
2,880,000
|
Other assets, net |
2,894,000
|
1,832,000
|
[1] |
1,753,000
|
Total assets |
162,024,000
|
157,052,000
|
[1] |
170,583,000
|
Current liabilities: |
|
|
|
|
Accounts payable |
25,984,000
|
22,845,000
|
[1] |
27,082,000
|
Accrued liabilities |
13,304,000
|
14,515,000
|
[1] |
14,055,000
|
Total current liabilities |
39,288,000
|
37,360,000
|
[1] |
41,137,000
|
Long-term debt obligations |
99,352,000
|
82,339,000
|
[1] |
93,339,000
|
Capital lease obligations |
2,245,000
|
2,401,000
|
[1] |
2,455,000
|
Postretirement benefits other than pensions |
3,091,000
|
3,056,000
|
[1] |
2,827,000
|
Pension and SERP liabilities |
41,312,000
|
43,759,000
|
[1] |
26,204,000
|
Other liabilities |
5,910,000
|
5,702,000
|
[1] |
5,329,000
|
Total liabilities |
$ 191,198,000
|
$ 174,617,000
|
[1] |
$ 171,291,000
|
Commitments and contingencies |
|
|
|
|
Shareholders' deficit: |
|
|
|
|
Common stock, $.01 par value; 80,000,000 shares authorized; 37,063,815, 35,429,248 and 35,507,986 issued and 23,553,952, 21,946,648 and 22,006,329 outstanding, respectively |
$ 371,000
|
$ 355,000
|
[1] |
$ 354,000
|
Additional paid-in capital |
92,060,000
|
91,892,000
|
[1] |
91,751,000
|
Retained earnings |
78,646,000
|
91,331,000
|
[1] |
89,891,000
|
Treasury stock, at cost, 13,509,863, 13,482,600 and 13,501,657 shares held, respectively |
(153,817,000)
|
(153,812,000)
|
[1] |
(153,800,000)
|
Accumulated other comprehensive loss |
(46,434,000)
|
(47,331,000)
|
[1] |
(28,904,000)
|
Total shareholders' deficit |
(29,174,000)
|
(17,565,000)
|
[1] |
(708,000)
|
Total liabilities and shareholders' deficit |
$ 162,024,000
|
$ 157,052,000
|
[1] |
$ 170,583,000
|
|
|
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v3.3.1.900
Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares
|
Oct. 31, 2015 |
Jan. 31, 2015 |
Oct. 25, 2014 |
Common stock, par value (in dollars per share) |
$ 0.01
|
$ 0.01
|
$ 0.01
|
Common stock, shares authorized (in shares) |
80,000,000
|
80,000,000
|
80,000,000
|
Common stock, shares issued (in shares) |
37,063,815
|
35,507,986
|
35,429,248
|
Common stock, shares outstanding (in shares) |
23,553,952
|
22,006,329
|
21,946,648
|
Treasury stock (in shares) |
13,509,863
|
13,501,657
|
13,482,600
|
X |
- DefinitionFace amount or stated value per share of common stock.
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v3.3.1.900
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)
|
3 Months Ended |
9 Months Ended |
Oct. 31, 2015 |
Oct. 25, 2014 |
Oct. 31, 2015 |
Oct. 25, 2014 |
Net sales |
$ 70,912,000
|
$ 72,012,000
|
$ 191,318,000
|
$ 194,323,000
|
Cost of goods sold |
42,993,000
|
41,548,000
|
111,774,000
|
108,945,000
|
Gross profit |
27,919,000
|
30,464,000
|
79,544,000
|
85,378,000
|
Selling, general and administrative expenses |
28,827,000
|
28,771,000
|
83,030,000
|
82,700,000
|
Depreciation and amortization |
1,053,000
|
1,016,000
|
3,198,000
|
2,965,000
|
Operating income (loss) |
(1,961,000)
|
677,000
|
(6,684,000)
|
(287,000)
|
Interest expense |
1,614,000
|
1,498,000
|
6,001,000
|
4,306,000
|
Loss before income taxes |
(3,575,000)
|
(821,000)
|
(12,685,000)
|
(4,593,000)
|
Income taxes |
0
|
0
|
0
|
0
|
Net loss |
(3,575,000)
|
(821,000)
|
(12,685,000)
|
(4,593,000)
|
Other comprehensive income |
|
|
|
|
Minimum pension, SERP and OPEB liabilities, net of taxes of $0 |
299,000
|
139,000
|
897,000
|
416,000
|
Comprehensive loss |
$ (3,276,000)
|
$ (682,000)
|
$ (11,788,000)
|
$ (4,177,000)
|
Net loss per share, basic and diluted (in dollars per share) |
$ (0.17)
|
$ (0.04)
|
$ (0.59)
|
$ (0.22)
|
Weighted average shares outstanding: |
|
|
|
|
Basic and diluted (in shares) |
21,413,821
|
21,010,000
|
21,354,167
|
20,930,878
|
X |
- DefinitionAmount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.
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v3.3.1.900
Consolidated Statement of Shareholders' Deficit (Unaudited) - 9 months ended Oct. 31, 2015 - USD ($)
|
Common Stock [Member] |
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
Treasury Stock [Member] |
AOCI Attributable to Parent [Member] |
Total |
Balance (in shares) at Jan. 31, 2015 |
35,507,986
|
|
|
(13,501,657)
|
|
|
|
Balance at Jan. 31, 2015 |
$ 355,000
|
$ 91,892,000
|
$ 91,331,000
|
$ (153,812,000)
|
$ (47,331,000)
|
$ (17,565,000)
|
[1] |
Net Income (Loss) Attributable to Parent |
|
|
$ (12,685,000)
|
|
|
(12,685,000)
|
|
Minimum pension, SERP and OPEB liabilities, net of taxes of $0 |
|
|
|
|
$ 897,000
|
$ 897,000
|
|
Issuance of restricted stock (in shares) |
1,706,115
|
|
|
|
|
|
|
Issuance of restricted stock |
$ 17,000
|
$ (17,000)
|
|
|
|
|
|
Cancellation of restricted stock (in shares) |
(150,286)
|
|
|
|
|
|
|
Cancellation of restricted stock |
$ (1,000)
|
1,000
|
|
|
|
|
|
Stock-based compensation |
|
$ 184,000
|
|
|
|
$ 184,000
|
|
Purchase of treasury stock (in shares) |
|
|
|
(8,206)
|
|
|
|
Purchase of treasury stock |
|
|
|
$ (5,000)
|
|
(5,000)
|
|
Balance (in shares) at Oct. 31, 2015 |
37,063,815
|
|
|
(13,509,863)
|
|
|
|
Balance at Oct. 31, 2015 |
$ 371,000
|
$ 92,060,000
|
$ 78,646,000
|
$ (153,817,000)
|
$ (46,434,000)
|
$ (29,174,000)
|
|
|
|
X |
- DefinitionThis element represents the amount of recognized equity-based compensation during the period, that is, the amount recognized as expense in the income statement (or as asset if compensation is capitalized). Alternate captions include the words "stock-based compensation".
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v3.3.1.900
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
|
9 Months Ended |
Oct. 31, 2015 |
Oct. 25, 2014 |
Cash flows from operating activities: |
|
|
|
Net loss |
$ (12,685,000)
|
|
$ (4,593,000)
|
Adjustments to reconcile net loss to cash flows used in operating activities |
|
|
|
Depreciation and amortization, including cost of goods sold |
3,813,000
|
|
3,583,000
|
Amortization of deferred loan costs |
1,308,000
|
|
533,000
|
Stock-based compensation |
184,000
|
|
394,000
|
Inventory valuation reserve |
355,000
|
|
104,000
|
Other |
14,000
|
|
168,000
|
Change in assets and liabilities: |
|
|
|
Receivables and prepaid expenses |
133,000
|
|
(395,000)
|
Merchandise inventories |
(6,264,000)
|
|
(14,238,000)
|
Other assets |
(1,000)
|
|
72,000
|
Accounts payable |
3,139,000
|
|
6,616,000
|
Accrued liabilities |
(1,285,000)
|
|
452,000
|
Postretirement benefits other than pensions |
(568,000)
|
|
(501,000)
|
Pension and SERP liabilities |
(947,000)
|
|
(1,187,000)
|
Other liabilities |
(91,000)
|
|
(141,000)
|
Net cash used in operating activities |
(12,895,000)
|
|
(9,133,000)
|
Cash flows from investing activities: |
|
|
|
Purchase of property and equipment |
(2,244,000)
|
|
(4,145,000)
|
Proceeds from the disposition of property and equipment |
344,000
|
|
86,000
|
Net cash used in investing activities |
(1,900,000)
|
|
(4,059,000)
|
Cash flows from financing activities: |
|
|
|
Net borrowings on revolving credit facility |
17,013,000
|
|
$ 14,648,000
|
Payments for debt issuance costs |
(2,409,000)
|
|
|
Other |
256,000
|
|
$ (138,000)
|
Net cash provided by financing activities |
14,860,000
|
|
14,510,000
|
Increase in cash and cash equivalents |
65,000
|
|
1,318,000
|
Cash and cash equivalents: |
|
|
|
Beginning of period |
2,886,000
|
[1] |
1,806,000
|
End of period |
2,951,000
|
|
3,124,000
|
Supplemental disclosures: |
|
|
|
Interest |
4,203,000
|
|
4,184,000
|
Contributions to the defined benefit pension plan |
2,706,000
|
|
2,555,000
|
Income taxes |
0
|
|
0
|
Non-cash activities: |
|
|
|
Noncash change in funded status of benefit plans |
$ 897,000
|
|
$ 416,000
|
|
|
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v3.3.1.900
Note 1 - Liquidity
|
9 Months Ended |
Oct. 31, 2015 |
Notes to Financial Statements |
|
Substantial Doubt about Going Concern [Text Block] |
Historically, Hancock Fabrics, Inc. (“Hancock” or the “Company”) has funded its cash and liquidity needs through the Company's operations, short-term trade credit in the form of extended payment terms from suppliers for inventory purchases, and long-term borrowings from commercial lenders. For the thirty-nine weeks ended October 31, 2015, the Company has generated a net loss of $12.7 million, resulting in a shareholders’ deficit of $29.2 million as of October 31, 2015. Additionally, for the thirty-nine weeks ended October 31, 2015, the Company has used $12.9 million in cash to fund its operations. In order to meet its cash and liquidity needs, the Company intends to raise additional financing and/or renegotiate its various debt obligations. There is no assurance that the Company will be successful in obtaining additional financing and/or be able to renegotiate its existing debt obligations on terms which are satisfactory to the Company, or at all. This condition raises substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
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v3.3.1.900
Note 2 - Business and Summary of Significant Accounting Policies
|
9 Months Ended |
Oct. 31, 2015 |
Notes to Financial Statements |
|
Business Description and Basis of Presentation [Text Block] |
NOTE 2 – BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company is a specialty retailer committed to nurturing creativity through a complete selection of fashion and home decorating textiles, crafts, sewing accessories, needlecraft supplies and sewing machines. As of October 31, 2015, Hancock operated 260 stores in 37 states and an internet store under the domain name hancockfabrics.com. Hancock conducts business in one operating business segment. References herein to “Hancock,” the “Company,” “Registrant,” “we,” “our,” or “us” refer to Hancock Fabrics, Inc. and its subsidiaries unless the context specifically indicates otherwise. References herein to third quarter 2015 and third quarter 2014 are for the 13 week periods ended October 31, 2015 and October 25, 2014, respectively. References to thirty-nine weeks 2015 or 2015, and thirty-nine weeks 2014 or 2014 are for the 39 week periods ended October 31, 2015 and October 25, 2014, respectively. We maintain our financial records on a 52-53 week fiscal year ending on the last Saturday in January with each new fiscal year commencing on the Sunday thereafter. All quarters consist of 13 weeks except for one 14-week period in 53-week years. The accompanying unaudited Consolidated Financial Statements should be read in conjunction with our audited Consolidated Financial Statements and accompanying notes in our Annual Report on Form 10-K for the year ended January 31, 2015 filed with the U.S. Securities and Exchange Commission (“SEC”) on May 1, 2015. The accompanying (a) consolidated balance sheet as of January 31, 2015, has been derived from audited financial statements, and (b) the unaudited consolidated interim financial statements have been prepared pursuant to SEC Rule 10-01 of Regulation S-X. Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted pursuant to those rules and regulations from the interim financial statements, although we believe that the disclosures made are adequate to make the information not misleading. The unaudited results of operations for the interim periods shown in these financial statements are not necessarily indicative of operating results for the entire year. In the opinion of management, the accompanying unaudited Consolidated Financial Statements recognize all adjustments of a normal recurring nature considered necessary to fairly state our consolidated financial position as of October 31, 2015 and October 25, 2014, and our consolidated results of operations and cash flows for the thirty-nine weeks ended October 31, 2015, and October 25, 2014. The unaudited Consolidated Financial Statements have been prepared in accordance with GAAP applicable to a going concern. Except as otherwise disclosed, these principles assume that assets will be realized and liabilities will be discharged in the ordinary course of business.
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v3.3.1.900
Note 3 - Employee Benefit Plans
|
9 Months Ended |
Oct. 31, 2015 |
Notes to Financial Statements |
|
Pension and Other Postretirement Benefits Disclosure [Text Block] |
Retirement Plans. The following summarizes the net periodic benefit cost for Hancock’s defined benefit pension retirement plan and its postretirement health care benefit plan for the thirteen and thirty-nine weeks ended October 31, 2015 and October 25, 2014 (in thousands): | | | | | | | | | | | | | | | Thirteen Weeks Ended | | | Thirty-nine Weeks Ended | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 216 | | | $ | 149 | | | $ | 13 | | | $ | 13 | | | $ | 645 | | | $ | 447 | | | $ | 38 | | | $ | 39 | | | | | 959 | | | | 1,023 | | | | 28 | | | | 33 | | | | 2,877 | | | | 3,067 | | | | 84 | | | | 99 | | Expected return on assets | | | (1,070 | ) | | | (1,033 | ) | | | - | | | | - | | | | (3,207 | ) | | | (3,099 | ) | | | - | | | | - | | Amortization of prior service costs | | | - | | | | - | | | | (170 | ) | | | (167 | ) | | | - | | | | - | | | | (510 | ) | | | (501 | ) | Recognized net actuarial (gain) loss | | | 500 | | | | 339 | | | | (31 | ) | | | (33 | ) | | | 1,500 | | | | 1,017 | | | | (93 | ) | | | (99 | ) | Net periodic benefit cost (gain) | | $ | 605 | | | $ | 478 | | | $ | (160 | ) | | $ | (154 | ) | | $ | 1,815 | | | $ | 1,432 | | | $ | (481 | ) | | $ | (462 | ) | At October 31, 2015, the fair value of the assets held by the pension plan was $60.5 million reflecting a $2.5 million decrease from January 31, 2015. Cash contributions to the pension plan of $2.7 million during the thirty-nine weeks ended October 31, 2015 are included in that change. Service costs consist of administrative expenses paid out of the pension trust.
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v3.3.1.900
Note 4 - Loss per Share
|
9 Months Ended |
Oct. 31, 2015 |
Notes to Financial Statements |
|
Earnings Per Share [Text Block] |
Basic and diluted loss per share are the same for all periods presented because potentially dilutive shares are excluded from the computations of diluted loss per share if their effect would be anti-dilutive. COMPUTATION OF LOSS PER SHARE (in thousands, except for share and | | Thirteen Weeks Ended | | | Thirty-nine Weeks Ended | | | | | | | | | | | | | | Basic and diluted loss per share: | | | | | | | | | | | | | | | | | | | $ | (3,575 | ) | | $ | (821 | ) | | $ | (12,685 | ) | | $ | (4,593 | ) | | | | | | | | | | | | | | | | | | Weighted average number of common shares outstanding during period | | | 21,413,821 | | | | 21,010,287 | | | | 21,354,167 | | | | 20,930,878 | | | | | | | | | | | | | | | | | | | Basic and diluted loss per share | | $ | (0.17 | ) | | $ | (0.04 | ) | | $ | (0.59 | ) | | $ | (0.22 | ) | Certain options to purchase shares of Hancock’s common stock totaling 1,150,608, 1,130,418, 1,277,227 and 1,191,662 shares were outstanding during the third quarter and first thirty-nine weeks of 2015, and the third quarter and first thirty-nine weeks of 2014, respectively, but were not included in the computation of diluted loss per share because the exercise price was greater than the average price of common shares. Additionally, securities totaling, 11,695,813, 11,294,042, 10,901,731 and 11,205,769 equivalent shares were excluded in the third quarter and first thirty-nine weeks of 2015, and the third quarter and first thirty-nine weeks of 2014, respectively as such shares were anti-dilutive.
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v3.3.1.900
Note 5 - Long-term Debt Obligations
|
9 Months Ended |
Oct. 31, 2015 |
Notes to Financial Statements |
|
Long-term Debt [Text Block] |
NOTE 5 – LONG-TERM DEBT OBLIGATIONS Long-Term Debt Obligations consist of the following | | | | | | | | | $ | 73,648 | | | $ | 70,135 | | | | | 17,500 | | | | 15,000 | | | | | 8,204 | | | | 8,204 | | Long-term debt obligations | | $ | 99,352 | | | $ | 93,339 | | Revolver and Term Loan Facility On November 15, 2012, the Company entered into an amended and restated loan and security agreement with its direct and indirect subsidiaries, General Electric Capital Corporation, as working capital agent, GA Capital, LLC, as term loan agent, and the lenders party thereto, which would have expired on November 15, 2016. In connection with the entry into the new credit facility described below, on April 22, 2015, the Company terminated the amended and restated loan and security agreement with General Electric Capital Corporation incurring an early termination penalty of $300,000 on the prepayment of the term loan. On April 22, 2015, the Company entered into a credit agreement with its subsidiaries, Wells Fargo Bank, National Association, as administrative agent, collateral agent and swing line lender, GACP Finance Co., LLC, as term agent, and the lenders party thereto. The credit agreement provides senior secured financing of $117.5 million, consisting of (a) an up to $100.0 million revolving credit facility and (b) an up to $17.5 million term loan facility. The revolving credit facility includes borrowing capacity available for letters of credit up to $15.0 million. The credit agreement also provides for the ability to increase the revolving credit facility by an amount not to exceed $10.0 million. All obligations under the senior secured credit facilities are secured by substantially all of the assets of the Company and each of its wholly owned subsidiaries, subject to permitted liens and certain other exceptions. Availability of both the revolving credit facility and the term loan facility is determined by reference to the applicable borrowing base, which shows availability of $6.4 million as of October 31, 2015. Borrowings under the revolving credit facility bear interest at a rate equal to, at the option of the borrowers, either (a) a LIBOR rate determined by reference to the offered rate for deposits in dollars for the interest period relevant to such borrowing (the “Eurodollar Rate”), or (b) a base rate, in each case plus an applicable margin and adjusted for certain additional costs and fees. The initial applicable margin for borrowings is 2.50% with respect to Eurodollar Rate loans and 1.50% with respect to base rate loans, subject to adjustment based on the amount of availability under the revolving credit facility. Principal amounts outstanding under both the revolving credit facility and the term loan facility are due and payable in full at maturity, which is the earlier of (a) April 22, 2020 and (b) ninety (90) days prior to the stated maturity date of the Company’s Floating Rate Series A Secured Notes due November 20, 2017 (the “Notes”), if such indebtedness has not been reserved for, repaid or modified in a manner that less than $750,000 remains outstanding. The Company may voluntarily repay outstanding loans or terminate the commitments under the revolving credit facility at any time, and may repay outstanding loans under the term loan facility at any time following the termination of the commitments under the revolving credit facility, in each case subject to certain prepayment fees and customary “breakage” costs with respect to Eurodollar Rate loans. At October 31, 2015, Hancock had commitments under the above revolving credit facility for $0.5 million of documentary letters of credit, which support purchase orders for merchandise. Hancock also has standby letters of credit for $6.6 million, to guarantee payment of potential insurance claims, shipments of inventory, security bonds and freight charges, and backstop letters of credit issued to its previous lender for $0.6 million. Floating Rate Series A Secured Notes The Company also has outstanding $8.2 million aggregate principal amount of the Notes originally issued pursuant to an Indenture dated as of June 17, 2008 between the Company and Deutsche Bank National Trust Company, as trustee thereunder. The Notes bear interest at a variable rate, adjusted quarterly, equal to a LIBOR rate plus 12% until maturity on November 20, 2017. Under the terms of the indenture, the Company is required to pay interest on the Notes in cash quarterly in arrears on February 20, May 20, August 20 and November 20 of each year. The Notes and the related guarantees provided by certain subsidiaries of the Company are secured by a lien on substantially all of the Company’s and the subsidiary guarantors’ assets, in each case, subject to certain prior liens and other exceptions, but the Notes are subordinated in right of payment in certain circumstances to all of the Company’s existing and future senior indebtedness, including the Company’s senior secured credit facilities, dated April 22, 2015.
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Note 6 - Subsequent Events
|
9 Months Ended |
Oct. 31, 2015 |
Notes to Financial Statements |
|
Subsequent Events [Text Block] |
NOTE 6 – SUBSEQUENT EVENTS Management has evaluated subsequent events through the date of this Quarterly Report and is not aware of any subsequent events that required adjustment or disclosure in connection with the financial statements for the period ended October 31, 2015.
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v3.3.1.900
Significant Accounting Policies (Policies)
|
9 Months Ended |
Oct. 31, 2015 |
Accounting Policies [Abstract] |
|
Basis of Accounting, Policy [Policy Text Block] |
We maintain our financial records on a 52-53 week fiscal year ending on the last Saturday in January with each new fiscal year commencing on the Sunday thereafter. All quarters consist of 13 weeks except for one 14-week period in 53-week years. The accompanying unaudited Consolidated Financial Statements should be read in conjunction with our audited Consolidated Financial Statements and accompanying notes in our Annual Report on Form 10-K for the year ended January 31, 2015 filed with the U.S. Securities and Exchange Commission (“SEC”) on May 1, 2015. The accompanying (a) consolidated balance sheet as of January 31, 2015, has been derived from audited financial statements, and (b) the unaudited consolidated interim financial statements have been prepared pursuant to SEC Rule 10-01 of Regulation S-X. Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) have been condensed or omitted pursuant to those rules and regulations from the interim financial statements, although we believe that the disclosures made are adequate to make the information not misleading. The unaudited results of operations for the interim periods shown in these financial statements are not necessarily indicative of operating results for the entire year. In the opinion of management, the accompanying unaudited Consolidated Financial Statements recognize all adjustments of a normal recurring nature considered necessary to fairly state our consolidated financial position as of October 31, 2015 and October 25, 2014, and our consolidated results of operations and cash flows for the thirty-nine weeks ended October 31, 2015, and October 25, 2014. The unaudited Consolidated Financial Statements have been prepared in accordance with GAAP applicable to a going concern. Except as otherwise disclosed, these principles assume that assets will be realized and liabilities will be discharged in the ordinary course of business.
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Note 3 - Employee Benefit Plans (Tables)
|
9 Months Ended |
Oct. 31, 2015 |
Retirement Plan and Serp [Member] |
|
Notes Tables |
|
Schedule of Net Benefit Costs [Table Text Block] |
| | | | | | | | | | | | | | | Thirteen Weeks Ended | | | Thirty-nine Weeks Ended | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 216 | | | $ | 149 | | | $ | 13 | | | $ | 13 | | | $ | 645 | | | $ | 447 | | | $ | 38 | | | $ | 39 | | | | | 959 | | | | 1,023 | | | | 28 | | | | 33 | | | | 2,877 | | | | 3,067 | | | | 84 | | | | 99 | | Expected return on assets | | | (1,070 | ) | | | (1,033 | ) | | | - | | | | - | | | | (3,207 | ) | | | (3,099 | ) | | | - | | | | - | | Amortization of prior service costs | | | - | | | | - | | | | (170 | ) | | | (167 | ) | | | - | | | | - | | | | (510 | ) | | | (501 | ) | Recognized net actuarial (gain) loss | | | 500 | | | | 339 | | | | (31 | ) | | | (33 | ) | | | 1,500 | | | | 1,017 | | | | (93 | ) | | | (99 | ) | Net periodic benefit cost (gain) | | $ | 605 | | | $ | 478 | | | $ | (160 | ) | | $ | (154 | ) | | $ | 1,815 | | | $ | 1,432 | | | $ | (481 | ) | | $ | (462 | ) |
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Note 4 - Loss per Share (Tables)
|
9 Months Ended |
Oct. 31, 2015 |
Notes Tables |
|
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] |
(in thousands, except for share and | | Thirteen Weeks Ended | | | Thirty-nine Weeks Ended | | | | | | | | | | | | | | Basic and diluted loss per share: | | | | | | | | | | | | | | | | | | | $ | (3,575 | ) | | $ | (821 | ) | | $ | (12,685 | ) | | $ | (4,593 | ) | | | | | | | | | | | | | | | | | | Weighted average number of common shares outstanding during period | | | 21,413,821 | | | | 21,010,287 | | | | 21,354,167 | | | | 20,930,878 | | | | | | | | | | | | | | | | | | | Basic and diluted loss per share | | $ | (0.17 | ) | | $ | (0.04 | ) | | $ | (0.59 | ) | | $ | (0.22 | ) |
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- DefinitionTabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.
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v3.3.1.900
Note 1 - Liquidity (Details Textual) - USD ($)
|
3 Months Ended |
9 Months Ended |
|
Oct. 31, 2015 |
Oct. 25, 2014 |
Oct. 25, 2014 |
Oct. 31, 2015 |
Oct. 25, 2014 |
Jan. 31, 2015 |
[1] |
Net Income (Loss) Attributable to Parent |
$ (3,575,000)
|
$ (821,000)
|
$ (821,000)
|
$ (12,685,000)
|
$ (4,593,000)
|
|
Stockholders' Equity Attributable to Parent |
$ (29,174,000)
|
$ (708,000)
|
$ (708,000)
|
(29,174,000)
|
(708,000)
|
$ (17,565,000)
|
Net Cash Provided by (Used in) Operating Activities |
|
|
|
$ (12,895,000)
|
$ (9,133,000)
|
|
|
|
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- DefinitionAmount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.
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- DefinitionThe increase in the fair value of plan assets from contributions made by the employer.
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v3.3.1.900
Note 3 - Employee Benefit Plans - Components of Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands |
3 Months Ended |
9 Months Ended |
Oct. 31, 2015 |
Oct. 25, 2014 |
Oct. 31, 2015 |
Oct. 25, 2014 |
Retirement Plan [Member] |
|
|
|
|
Service costs |
$ 216
|
$ 149
|
$ 645
|
$ 447
|
Interest cost |
959
|
1,023
|
2,877
|
3,067
|
Expected return on assets |
$ (1,070)
|
$ (1,033)
|
$ (3,207)
|
$ (3,099)
|
Amortization of prior service costs |
|
|
|
|
Recognized net actuarial (gain) loss |
$ 500
|
$ 339
|
$ 1,500
|
$ 1,017
|
Net periodic benefit cost (gain) |
605
|
478
|
1,815
|
1,432
|
Other Postretirement Benefit Plan [Member] |
|
|
|
|
Service costs |
13
|
13
|
38
|
39
|
Interest cost |
$ 28
|
$ 33
|
$ 84
|
$ 99
|
Expected return on assets |
|
|
|
|
Amortization of prior service costs |
$ (170)
|
$ (167)
|
$ (510)
|
$ (501)
|
Recognized net actuarial (gain) loss |
(31)
|
(33)
|
(93)
|
(99)
|
Net periodic benefit cost (gain) |
$ (160)
|
$ (154)
|
$ (481)
|
$ (462)
|
X |
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v3.3.1.900
Note 4 - Loss per Share (Details Textual) - shares
|
3 Months Ended |
9 Months Ended |
Oct. 31, 2015 |
Oct. 25, 2014 |
Oct. 31, 2015 |
Oct. 25, 2014 |
Employee Stock Option [Member] |
|
|
|
|
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount |
1,150,608
|
1,277,227
|
1,130,418
|
1,191,662
|
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount |
11,695,813
|
10,901,731
|
11,294,042
|
11,205,769
|
X |
- DefinitionSecurities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.
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v3.3.1.900
Note 4 - Loss per Share - Computation of Loss per Share (Details) - USD ($)
|
3 Months Ended |
9 Months Ended |
Oct. 31, 2015 |
Oct. 25, 2014 |
Oct. 25, 2014 |
Oct. 31, 2015 |
Oct. 25, 2014 |
Net loss |
$ (3,575,000)
|
$ (821,000)
|
$ (821,000)
|
$ (12,685,000)
|
$ (4,593,000)
|
Weighted average number of common shares outstanding during period (in shares) |
21,413,821
|
21,010,287
|
21,010,000
|
21,354,167
|
20,930,878
|
Basic and diluted loss per share (in dollars per share) |
$ (0.17)
|
$ (0.04)
|
$ (0.04)
|
$ (0.59)
|
$ (0.22)
|
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v3.3.1.900
Note 5 - Long-term Debt Obligations (Details Textual) - USD ($)
|
1 Months Ended |
9 Months Ended |
|
Apr. 22, 2015 |
Oct. 31, 2015 |
Oct. 25, 2014 |
Term Loan Facility [Member] | General Electric Capital Corporation [Member] |
|
|
|
Gains (Losses) on Extinguishment of Debt |
$ (300,000)
|
|
|
The 2015 Credit Facility [Member] | Wells Fargo Bank and GACP Finance Co [Member] | Revolving Credit Facility [Member] |
|
|
|
Line of Credit Facility, Maximum Borrowing Capacity |
100,000,000
|
|
|
Line of Credit Facility Maximum Amount by Which Facility May Be Increased |
10,000,000
|
|
|
The 2015 Credit Facility [Member] | Wells Fargo Bank and GACP Finance Co [Member] | Letter of Credit [Member] |
|
|
|
Line of Credit Facility, Maximum Borrowing Capacity |
15,000,000
|
|
|
The 2015 Credit Facility [Member] | Wells Fargo Bank and GACP Finance Co [Member] | Commitments Under the Credit Facility [Member] |
|
|
|
Letters of Credit Outstanding, Amount |
|
$ 500,000
|
|
The 2015 Credit Facility [Member] | Wells Fargo Bank and GACP Finance Co [Member] | Standby Letters of Credit [Member] |
|
|
|
Letters of Credit Outstanding, Amount |
|
$ 6,600,000
|
|
The 2015 Credit Facility [Member] | Wells Fargo Bank and GACP Finance Co [Member] | Eurodollar [Member] |
|
|
|
Debt Instrument, Basis Spread on Variable Rate |
|
2.50%
|
|
The 2015 Credit Facility [Member] | Wells Fargo Bank and GACP Finance Co [Member] | Base Rate [Member] |
|
|
|
Debt Instrument, Basis Spread on Variable Rate |
|
1.50%
|
|
The 2015 Credit Facility [Member] | Wells Fargo Bank and GACP Finance Co [Member] |
|
|
|
Debt Agreement, Maximum Borrowing Capacity |
117,500,000
|
|
|
Long-term Debt |
$ 17,500,000
|
|
|
Debt Agreement, Remaining Borrowing Capacity |
|
$ 6,400,000
|
|
Revolving Credit and Term Loan Facilities Early Payment Threshold |
|
$ 750,000
|
|
Floating Rate Series A Secured Notes Due 2017 [Member] | London Interbank Offered Rate (LIBOR) [Member] |
|
|
|
Debt Instrument, Basis Spread on Variable Rate |
|
12.00%
|
|
Floating Rate Series A Secured Notes Due 2017 [Member] |
|
|
|
Secured Debt |
|
$ 8,200,000
|
|
Previous Lender [Member] |
|
|
|
Letters of Credit Outstanding, Amount |
|
600,000
|
|
Long-term Debt |
|
$ 99,352,000
|
$ 93,339,000
|
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v3.3.1.900
Note 5 - Long-term Debt Obligations - Long-term Debt Obligations Components (Details) - USD ($) $ in Thousands |
Oct. 31, 2015 |
Oct. 25, 2014 |
Line of Credit [Member] | Revolving Credit Facility [Member] |
|
|
Long-term debt obligations |
$ 73,648
|
$ 70,135
|
Term Loan Facility [Member] |
|
|
Long-term debt obligations |
17,500
|
15,000
|
Notes [Member] |
|
|
Long-term debt obligations |
8,204
|
8,204
|
Long-term debt obligations |
$ 99,352
|
$ 93,339
|
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