NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1: Description of the Company and Basis of Presentation
Tillys is a leading destination youth culture specialty retailer of casual apparel, footwear and accessories for young men, young women, boys and girls with an unparalleled selection of the most sought-after brands rooted in the action sports, team sports, music, art, and fashion influences inherent in the active and outdoor West Coast lifestyle. Tillys is headquartered in Irvine, California and we operated
221
stores in
31
states as of
July 29, 2017
. Our stores are located in malls, lifestyle centers, ‘power’ centers, community centers, outlet centers and street-front locations. Customers may also shop online, where we feature the same assortment of products as carried in our brick-and-mortar stores, supplemented by additional online only styles. Our goal is to serve as a destination for the latest, most relevant merchandise and brands important to our customers.
The Tillys concept began in 1982, when our co-founders, Hezy Shaked and Tilly Levine, opened their first store in Orange County, California. Since 1984, the business has been conducted through World of Jeans & Tops, a California corporation ("WOJT"), which operates under the name “Tillys”. In May 2011, Tilly’s, Inc., a Delaware corporation, was formed solely for the purpose of reorganizing the corporate structure of WOJT in preparation for an initial public offering. As part of the initial public offering in May 2012, WOJT became a wholly owned subsidiary of Tilly’s, Inc.
We have prepared the accompanying unaudited consolidated financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), for interim financial reporting. These consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted from this Quarterly Report on Form 10-Q as is permitted by SEC rules and regulations.
In the opinion of management, the accompanying unaudited consolidated financial statements contain all normal and recurring adjustments necessary to present fairly the financial condition, results of operations and cash flows for the interim periods presented. The results of operations for the second quarters and first halves ended
July 29, 2017
and
July 30, 2016
, respectively, are not necessarily indicative of results to be expected for the full fiscal year. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended
January 28, 2017
("fiscal 2016").
We have reclassified certain prior period balance sheet amounts within our consolidated balance sheets to conform to our current period presentation.
Fiscal Periods
Our fiscal year ends on the Saturday closest to January 31. References to fiscal 2017 refer to the fiscal year ending February 3, 2018. References to the fiscal quarters or halves ended
July 29, 2017
, and
July 30, 2016
, refer to the
three and six months ended
, respectively, as of those dates.
Note 2: Summary of Significant Accounting Policies
Information regarding significant accounting policies is contained in Note 2, “Summary of Significant Accounting Policies”, of the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended
January 28, 2017
.
Recently Adopted Accounting Standard
On January 29, 2017, we adopted Accounting Standards Update ("ASU") No. 2016-09,
Improvements to Employee Share-Based Payment Accounting
, which simplifies the accounting and reporting for share-based compensation, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as the classification in the statement of cash flows. We elected to account for forfeitures as they occur, rather than estimate expected forfeitures. The adoption of ASU 2016-09 resulted in a cumulative-effect adjustment of
$0.2 million
decrease to retained earnings and a
$0.2 million
increase to additional paid-in-capital as of January 29, 2017, related to the recognition of previously estimated expected forfeitures using the modified retrospective method. We adopted the cash flow presentation which requires excess tax benefits to be presented as an operating activity rather than a financing activity. The adoption of this update did not have an effect on our consolidated results of operations.
New Accounting Standards Not Yet Adopted
In May 2014, the Financial Accounting Standards Board (the "FASB") issued ASU No. 2014-09,
Revenue from Contracts with Customers
(“ASU 2014-09”), along with amendments issued in 2015 and 2016, which amends the existing accounting standards for revenue recognition. ASU 2014-09 outlines principles that govern revenue recognition at an amount an entity expects to be entitled when products are transferred to customers. ASU 2014-09, which will become effective for us in the first quarter of fiscal 2018, may be applied retrospectively for each period presented (the "full retrospective method") or retrospectively with the cumulative effect recognized in the opening retained earnings balance in fiscal year 2018 (the "modified retrospective method"). We currently anticipate adopting the standard using the modified retrospective method. We are in the process of evaluating the overall impact of adopting the new standard on our consolidated financial statements. Based on our preliminary assessment, we have determined that the adoption will change the timing of recognition of gift card breakage income, which is currently recognized under the remote method and recorded in net sales. The new guidance will require recognition of gift card breakage income proportionately in net sales as redemptions occur. The new guidance also requires enhanced disclosures, such as revenue recognition policies that require significant judgment and identification of performance obligations to customers. We currently do not expect the adoption of this update to have a material effect on our consolidated results of operations.
In February 2016, the FASB issued ASU No. 2016-02,
Leases
(Accounting Standards Codification 842). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. ASU 2016-02, which will become effective for us in the first quarter of fiscal 2019, with early adoption permitted, must be adopted using the modified retrospective method. The new standard is expected to impact our consolidated financial statements as we conduct all of our retail sales and corporate operations in leased facilities. We are in the process of evaluating the impact of adopting the new standard on our consolidated financial statements.
Note 3: Marketable Securities
Marketable securities as of
July 29, 2017
consisted of commercial paper classified as available-for-sale and fixed income securities classified as held-to-maturity. Our investments in commercial paper and fixed income securities are recorded at fair value and amortized cost, which approximates fair value, respectively. All of our marketable securities are less than one year from maturity.
The following table summarizes our investments in marketable securities at
July 29, 2017
,
January 28, 2017
and
July 30, 2016
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 29, 2017
|
|
|
Cost or
Amortized Cost
|
|
Gross Unrealized
Holding Gains
|
|
Estimated
Fair Value
|
|
Commercial paper
|
$
|
44,713
|
|
|
$
|
170
|
|
|
$
|
44,883
|
|
|
Fixed income securities
|
21,181
|
|
|
—
|
|
|
21,181
|
|
|
|
$
|
65,894
|
|
|
$
|
170
|
|
|
$
|
66,064
|
|
|
|
|
|
|
|
|
|
|
January 28, 2017
|
|
|
Cost or
Amortized Cost
|
|
Gross Unrealized
Holding Gains
|
|
Estimated
Fair Value
|
|
Commercial paper
|
$
|
44,785
|
|
|
$
|
107
|
|
|
$
|
44,892
|
|
|
Fixed income securities
|
10,031
|
|
|
—
|
|
|
10,031
|
|
|
|
$
|
54,816
|
|
|
$
|
107
|
|
|
$
|
54,923
|
|
|
|
|
|
|
|
|
|
|
July 30, 2016
|
|
|
Cost or
Amortized Cost
|
|
Gross Unrealized
Holding Gains
|
|
Estimated
Fair Value
|
|
Commercial paper
|
$
|
39,874
|
|
|
$
|
52
|
|
|
$
|
39,926
|
|
We recognized gains on investments for commercial paper that matured during the second quarter and first half ended
July 29, 2017
. Upon recognition of the gains, we reclassified these amounts out of accumulated other comprehensive income and into “Other income, net” on the Consolidated Statements of (Loss) Income.
The following table summarizes our gains on investments for commercial paper (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
|
July 29,
2017
|
|
July 30,
2016
|
|
July 29,
2017
|
|
July 30,
2016
|
|
Gains on investments
|
$
|
83
|
|
|
$
|
55
|
|
|
$
|
215
|
|
|
$
|
106
|
|
Note 4: Line of Credit
Our amended and restated credit agreement with Wells Fargo Bank, N.A. (the "Bank") provides for a
$25.0 million
revolving line of credit with a maturity date of
June 26, 2020
. The interest rate charged on borrowings is selected at our discretion at the time of draw between the London Interbank Offered Rate, plus
0.75%
, or at the Bank’s prime rate. The agreement allows for the declaration and payment of dividends or distributions to stockholders. On January 31, 2017, our Board of Directors declared a special cash dividend of
$0.70
per share to all holders of record of issued and outstanding shares of both Class A and Class B common stock as of the close of business on February 15, 2017. Payment of the dividend was made on February 24, 2017. The line of credit is secured by substantially all of our assets. As a sub-feature under the credit agreement, the Bank may also issue stand-by and/or commercial letters of credit up to
$15.0 million
.
We are required to maintain certain financial and non-financial covenants in accordance with the line of credit. The financial covenants require certain levels of leverage and profitability, such as (i) income before income taxes not to be less than
$1.0 million
(calculated at the end of each fiscal quarter on a trailing 12-month basis), (ii) a maximum ratio of
4.00
to 1.00 as of each quarter end for “Funded Debt to EBITDAR”, defined as the sum of total debt, capital leases and annual rent expense multiplied by
six
divided by the sum of net income, interest expense, taxes, depreciation, amortization and annual rent expense on a trailing 12-month basis, and (iii) requires minimum eligible inventory, cash, cash equivalents and marketable securities totaling
$50.0 million
as of the end of each quarter. In addition, maximum investment in fixed assets in any fiscal year of
$50.0 million
.
As of
July 29, 2017
,
we were in compliance with all of our covenants and had no outstanding borrowings under the revolving credit facility.
Note 5: Commitments and Contingencies
From time to time, we may become involved in lawsuits and other claims arising from our ordinary course of business. We have established loss provisions of approximately
$6.9 million
for matters in which losses are probable and can be reasonably estimated. For some matters, we are currently unable to predict the ultimate outcome, determine whether a liability has been incurred or make an estimate of the reasonably possible liability that could result from an unfavorable outcome because of the uncertainties related to the incurrence, amount and range of loss on any pending litigation or claim. Because of the unpredictable nature of these matters, we cannot provide any assurances regarding the outcome of any litigation or claim to which we are a party or that the ultimate outcome of any of the matters threatened or pending against us, including those disclosed below, will not have a material adverse effect on our financial condition, results of operations or cash flows.
Lauren Minniti, on behalf of herself and all others similarly situated, v. Tilly’s, Inc., United States District Court, Southern District of Florida, Case No. 0:17-cv-60237-FAM
. On January 30, 2017, the plaintiff filed a putative class action lawsuit against us, alleging violations of the Telephone Consumer Protection Act of 1991 (the “TCPA”). Specifically, the complaint asserts a violation of the TCPA for allegedly sending unsolicited automated messages to the cellular telephones of the plaintiff and others. The complaint seeks class certification and damages of $500 per violation plus treble damages under the TCPA. We filed our initial response to this matter with the court in March 2017. The parties attended a mediation in June 2017. In July 2017, the parties reached an agreement in principle to settle this matter, subject to court approval and the execution of a final settlement agreement. We recorded an estimated loss provision of
$6.2 million
in connection with the proposed settlement in the second quarter ended July 29, 2017.
Skylar Ward, on behalf of herself and all others similarly situated, v. Tilly’s, Inc., Superior Court of California, County of Los Angeles, Case No. BC595405.
In September 2015, the plaintiff filed a putative class action lawsuit against us, alleging
violations of California's wage and hour rules and regulations and unfair competition law. Specifically, the complaint asserted a violation of the applicable California Wage Order for alleged failure to pay reporting time pay, as well as several derivative claims. The complaint sought certification of a class, unspecified damages, unpaid wages, penalties, restitution, and attorneys' fees. In June 2016, the court granted our demurrer to the plaintiff's complaint, on the grounds that the plaintiff failed to state a cause of action against Tilly's. Specifically, the court agreed with us that the plaintiff's cause of action for reporting-time pay fails as a matter of law as the plaintiff and other putative class members did not "report for work" with respect to certain shifts on which the plaintiff's claims are based. At the hearing on the plaintiff's demurrer, the court granted the plaintiff leave to amend her complaint. The plaintiff filed an amended complaint in July 2016, which brought the same claims as her original complaint but added various factual allegations. In August 2016, we filed a demurrer as to the plaintiff's amended complaint, on the grounds that the plaintiff's amended complaint still failed to state a cause of action against Tilly's, for the same reasons that the court granted our demurrer as to the plaintiff's original complaint. In November 2016, the court entered a written order sustaining our demurrer, and dismissing all of plaintiff’s causes of action with prejudice. In January 2017, the plaintiff filed an appeal of the order to the California Court of Appeal, and the plaintiff’s opening brief was most recently due to be filed on July 31, 2017, pursuant to the parties’ stipulation, but it was not filed on that date. On August 16, 2017, the clerk of the California Court of Appeal sent a letter to the parties advising of plaintiff’s default in filing the opening brief, and setting the deadline for plaintiffs to do so within 15 days, per California Rule of Court Rule 8.220. Accordingly, the plaintiff’s opening brief is now due to be filed on August 31, 2017. We have defended this case vigorously and will continue to do so.
Karina Whitten, on behalf of herself and all others similarly situated, v. Tilly’s Inc.
,
Superior Court of California, County of Los Angeles, Case No. BC548252
. In June 2014, the plaintiff filed a putative class action and representative Private Attorney General Act of 2004 lawsuit against us alleging violations of California’s wage and hour, meal break and rest break rules and regulations, and unfair competition law, among other things. The complaint sought class certification, penalties, restitution,
injunctive relief and attorneys’ fees and costs. The plaintiff filed a first amended complaint in December 2014. We answered the complaint in January 2015, denying all allegations. We engaged in mediation in May 2016, and the parties reached a resolution that was presented to the court for preliminary approval in September 2016. The court preliminarily approved the settlement in October 2016, and notice of the settlement was issued to class members. Upon completion of the claims process, the court approved the final settlement in February 2017. We concluded this matter with the payment of the final settlement in April 2017. The final settlement amount was not materially different from the amount previously accrued when a loss provision was established.
On June 10, 2015, we and one of our vendors entered into a settlement arrangement with a plaintiff who filed a copyright infringement lawsuit against us and the vendor related to certain vendor products we sell. The settlement requires that the vendor pay
$2.0 million
to the plaintiff over
three years
and we have agreed to guarantee such payments. In the event of the vendor's default, the current estimated range of a reasonably possible loss is
zero
to
$0.7 million
. We will utilize all available rights of offset to reduce our potential loss, including application of amounts owed by us to the vendor from our ongoing purchases of the vendor's merchandise and/or the enforcement of a security interest we have in the vendor's intellectual property.
Note 6: Fair Value Measurements
We determine fair value based on a three-level valuation hierarchy as described below. Fair value is defined as the exit price associated with the sale of an asset or transfer of a liability in an orderly transaction between market participants at the measurement date. The three-level hierarchy of inputs used to determine fair value is as follows:
•
Level 1
– Quoted prices in active markets for identical assets and liabilities.
•
Level 2
– Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
•
Level 3
– Unobservable inputs (i.e. projections, estimates, interpretations, etc.) that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
We measure certain financial assets at fair value on a recurring basis, including our marketable securities, which are classified as either available-for-sale or held-to-maturity securities, and certain cash equivalents, specifically money market securities, commercial paper and bonds. The money market accounts are valued based on quoted market prices in active markets. The marketable securities are valued based on other observable inputs for those securities (including market corroborated pricing or other models that utilize observable inputs such as interest rates and yield curves) based on information provided by independent third party entities.
From time to time, we measure certain assets at fair value on a non-recurring basis, including evaluation of long-lived assets for impairment using Company specific assumptions which would fall within Level 3 of the fair value hierarchy.
Fair value calculations contain significant judgments and estimates, which may differ from actual results due to, among other things, economic conditions, changes to the business model or changes in operating performance.
During the second quarters ended
July 29, 2017
and
July 30, 2016
, we did not make any transfers between Level 1 and Level 2 financial assets. Furthermore, as of
July 29, 2017
, January 28, 2017 and July 30, 2016, we did not have any Level 3 financial assets. We conduct reviews on a quarterly basis to verify pricing, assess liquidity and determine if significant inputs have changed that would impact the fair value hierarchy disclosure.
Financial Assets
We have categorized our financial assets based on the priority of the inputs to the valuation technique for the instruments as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 29, 2017
|
|
January 28, 2017
|
|
July 30, 2016
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Cash equivalents
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market securities
|
$
|
35,508
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
76,177
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50,848
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Commercial paper
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,993
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Marketable securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial paper
|
$
|
—
|
|
|
$
|
44,883
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
44,892
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
39,926
|
|
|
$
|
—
|
|
|
Fixed income securities
|
—
|
|
|
21,181
|
|
|
—
|
|
|
—
|
|
|
10,031
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
Excluding cash.
Impairment of Long-Lived Assets
An impairment is recorded on a long-lived asset used in operations whenever events or changes in circumstances indicate that the net carrying amounts for such asset may not be recoverable. Important factors that could result in an impairment review include, but are not limited to, significant under-performance relative to historical or planned operating results, significant changes in the manner of use of the assets or significant changes in our business strategies. An evaluation is performed using estimated undiscounted future cash flows from operating activities compared to the carrying value of related assets for the individual stores. If the undiscounted future cash flows are less than the carrying value, an impairment loss is recognized for the difference between the carrying value and the estimated fair value of the assets based on the discounted cash flows of the assets using a rate that approximates our weighted average cost of capital. With regard to retail store assets, which are comprised of leasehold improvements, fixtures and computer hardware and software, we consider the assets at each individual retail store to represent an asset group. In addition, we have considered the relevant valuation techniques that could be applied without undue cost and effort and have determined that the discounted estimated future cash flow approach provides the most relevant and reliable means by which to determine fair value in this circumstance.
On a quarterly basis, we assess whether events or changes in circumstances have occurred that potentially indicate the carrying value of long-lived assets may not be recoverable. During the second quarter of fiscal 2017, based on Level 3 inputs of historical operating performance, including sales trends, gross margin rates, current cash flows from operations and the projected outlook for each of our stores, we determined that
two
of our stores would not be able to generate sufficient cash flows over the remaining term of the related leases to recover our investment in the respective stores. As a result, we recorded non-cash impairment charges during the three and six months ended July 29, 2017 of approximately
$0.5 million
to write-down the carrying value of certain long-lived store assets to their estimated fair values.
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
|
July 29,
2017
|
|
July 30,
2016
|
|
July 29,
2017
|
|
July 30,
2016
|
|
|
($ in thousands)
|
|
Carrying value of assets with impairment
|
$451
|
|
$840
|
|
$451
|
|
$1,696
|
|
Fair value of assets impaired
|
$—
|
|
$—
|
|
$—
|
|
$173
|
|
Number of stores tested for impairment
|
6
|
|
12
|
|
8
|
|
13
|
|
Number of stores with impairment
|
2
|
|
3
|
|
2
|
|
6
|
Note 7: Share-Based Compensation
The Tilly's, Inc. 2012 Amended and Restated Equity and Incentive Plan, as amended in June 2014 (the "2012 Plan"), authorizes up to
4,413,900
shares for issuance of options, shares or rights to acquire our Class A common stock and allows for, among other things, operating income and comparable store sales growth targets as additional performance goals that may be used in connection with performance-based awards granted under the 2012 Plan. As of
July 29, 2017
, there were
1,723,764
shares still available for future issuance under the 2012 Plan.
Stock Options
We grant stock options to certain employees that give them the right to acquire our Class A common stock under the 2012 Plan. The exercise price of options granted is equal to the closing price per share of our stock at the date of grant. The nonqualified options vest at a rate of
25%
on each of the first
four
anniversaries of the grant date provided that the award recipient continues to be employed by us through each of those vesting dates, and expire
ten
years from the date of grant.
The following table summarizes the stock option activity for the
six months ended
July 29, 2017
(aggregate intrinsic value in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
Options
|
|
Grant Date
Weighted
Average
Exercise Price
|
|
Weighted
Average
Remaining
Contractual
Life (in Years)
|
|
Aggregate
Intrinsic
Value (1)
|
|
Outstanding at January 28, 2017
|
1,842,375
|
|
|
$
|
9.98
|
|
|
|
|
|
|
Granted
|
406,000
|
|
|
$
|
8.71
|
|
|
|
|
|
|
Exercised
|
(15,500
|
)
|
|
$
|
6.76
|
|
|
|
|
|
|
Forfeited
|
(32,750
|
)
|
|
$
|
8.92
|
|
|
|
|
|
|
Expired
|
(16,250
|
)
|
|
$
|
13.87
|
|
|
|
|
|
|
Outstanding at July 29, 2017
|
2,183,875
|
|
|
$
|
9.76
|
|
|
7.5
|
|
$
|
3,922
|
|
|
Vested and expected to vest at July 29, 2017
|
2,183,875
|
|
|
$
|
9.76
|
|
|
7.5
|
|
$
|
3,922
|
|
|
Exercisable at July 29, 2017
|
995,875
|
|
|
$
|
12.25
|
|
|
5.9
|
|
$
|
852
|
|
|
|
|
|
(1)
|
Intrinsic value for stock options is defined as the difference between the market price of our Class A common stock on the last business day of the fiscal quarter and the weighted average exercise price of in-the-money stock options outstanding at the end of each fiscal period. The market value per share was
$10.12
at
July 29, 2017
.
|
The stock option awards were measured at fair value on the grant date using the Black-Scholes option valuation model. Key input assumptions used to estimate the fair value of stock options include the exercise price of the award, the expected option term, expected volatility of our stock over the option’s expected term, the risk-free interest rate over the option’s expected term and our expected annual dividend yield, if any. We account for forfeitures as they occur. We will issue shares of Class A common stock when the options are exercised.
The fair values of stock options granted during the
three and six months ended
July 29, 2017
and
July 30, 2016
were estimated on the grant date using the following assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
|
July 29,
2017
|
|
July 30,
2016
|
|
July 29,
2017
|
|
July 30,
2016
|
|
Weighted average grant-date fair value per option granted
|
$4.60
|
|
$3.33
|
|
$4.02
|
|
$3.52
|
|
Expected option term (1)
|
5.0 years
|
|
|
5.0 years
|
|
|
5.0 years
|
|
|
5.0 years
|
|
|
Weighted average expected volatility factor (2)
|
50.5
|
%
|
|
66.2
|
%
|
|
51.4
|
%
|
|
62.1
|
%
|
|
Weighted average risk-free interest rate (3)
|
1.8
|
%
|
|
1.2
|
%
|
|
1.9
|
%
|
|
1.4
|
%
|
|
Expected annual dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
|
|
|
(1)
|
We have limited historical information regarding expected option term. Accordingly, we determine the expected option term of the awards using the latest historical data available from comparable public companies and management’s expectation of exercise behavior.
|
|
|
|
|
(2)
|
Stock volatility for each grant is measured using the weighted average of historical daily price changes of our common stock over the most recent period equal to the expected option term of the awards.
|
|
|
|
|
(3)
|
The risk-free interest rate is determined using the rate on treasury securities with the same term as the expected life of the stock option as of the grant date.
|
Restricted Stock
Restricted stock awards ("RSAs") represent restricted shares of our common stock issued upon the date of grant in which the recipient's rights in the stock are restricted until the shares are vested, and restricted stock units ("RSUs") represent a commitment to issue shares of our common stock in the future upon vesting. Under the 2012 Plan, we may grant RSAs to independent members of our Board of Directors and RSUs to certain employees. RSAs granted to our Board of Directors vest at a rate of
50%
on each of the first two anniversaries of the grant date provided that the respective award recipient continues to serve on our Board of Directors through each of those vesting dates. RSUs granted to certain employees vest at a rate of
25%
on each of the first
four
anniversaries of the grant date provided that the respective recipient continues to be employed by us through each of those vesting dates. We determine the fair value of restricted stock underlying the RSAs and RSUs based upon the closing price of our Class A common stock on the date of grant.
A summary of the status of non-vested restricted stock changes during the
six months ended
July 29, 2017
are presented below:
|
|
|
|
|
|
|
|
|
|
|
|
Restricted
Stock
|
|
Weighted
Average
Grant-Date
Fair Value
|
|
Nonvested at January 28, 2017
|
166,960
|
|
|
$
|
12.12
|
|
|
Granted
|
23,100
|
|
|
$
|
10.39
|
|
|
Vested
|
(74,528
|
)
|
|
$
|
11.09
|
|
|
Forfeited
|
(3,750
|
)
|
|
$
|
16.07
|
|
|
Nonvested at July 29, 2017
|
111,782
|
|
|
$
|
12.32
|
|
Stock-based compensation expense associated with stock options and restricted stock is recognized on a straight-line basis over the vesting period. The following table summarizes stock-based compensation recorded in the Consolidated Statements of (Loss) Income (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
|
July 29,
2017
|
|
July 30,
2016
|
|
July 29,
2017
|
|
July 30,
2016
|
|
Cost of goods sold
|
$
|
159
|
|
|
$
|
222
|
|
|
$
|
300
|
|
|
$
|
542
|
|
|
Selling, general and administrative expenses
|
459
|
|
|
387
|
|
|
895
|
|
|
917
|
|
|
Stock-based compensation
|
$
|
618
|
|
|
$
|
609
|
|
|
$
|
1,195
|
|
|
$
|
1,459
|
|
At
July 29, 2017
, there was
$4.9 million
of total unrecognized stock-based compensation expense related to unvested stock options and restricted stock. This cost has a weighted average remaining recognition of
2.5 years
.
Note 8: (Loss) Income Per Share
(Loss) Income per share is computed under the provisions of ASC 260,
Earnings Per Share
. Basic (loss) income per share is computed based on the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method, whereby proceeds from such exercise, unamortized compensation and hypothetical excess tax benefits, if any, on share-based awards are assumed to be used by us to purchase the common shares at the average market price during the period. Potentially dilutive shares of common stock represent outstanding stock options and RSAs.
The components of basic and diluted (loss) income per share are as follows (in thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
|
July 29,
2017
|
|
July 30,
2016
|
|
July 29,
2017
|
|
July 30,
2016
|
|
Net (loss) income
|
$
|
(596
|
)
|
|
$
|
1,433
|
|
|
$
|
(757
|
)
|
|
$
|
(1,312
|
)
|
|
Weighted average basic shares outstanding
|
28,751
|
|
|
28,462
|
|
|
28,728
|
|
|
28,443
|
|
|
Dilutive effect of stock options and restricted stock
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
Weighted average shares for diluted earnings per share
|
28,751
|
|
|
28,466
|
|
|
28,728
|
|
|
28,443
|
|
|
Basic (loss) income per share of Class A and Class B common stock
|
$
|
(0.02
|
)
|
|
$
|
0.05
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.05
|
)
|
|
Diluted (loss) income per share of Class A and Class B common stock
|
$
|
(0.02
|
)
|
|
$
|
0.05
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.05
|
)
|
The following stock options and restricted stock have been excluded from the calculation of diluted (loss) income per share as the effect of including these stock options and restricted stock would have been anti-dilutive (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
|
July 29,
2017
|
|
July 30,
2016
|
|
July 29,
2017
|
|
July 30,
2016
|
|
Stock options
|
2,184
|
|
|
2,097
|
|
|
2,184
|
|
|
2,097
|
|
|
Restricted stock
|
112
|
|
|
52
|
|
|
112
|
|
|
173
|
|
|
Total
|
2,296
|
|
|
2,149
|
|
|
2,296
|
|
|
2,270
|
|