zumz-10q_20170729.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JULY 29, 2017

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-51300

 

 

ZUMIEZ INC.

(Exact name of registrant as specified in its charter)

 

 

Washington

 

91-1040022

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

4001 204th Street SW, Lynnwood, WA 98036

(Address of principal executive offices)  (Zip Code)

Registrant’s telephone number, including area code: (425) 551-1500

 

 

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     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     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

Smaller reporting company

 

Emerging growth company

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes     No

At August 30, 2017, there were 25,230,570 shares outstanding of common stock.

 

 

 


ZUMIEZ INC.

FORM 10-Q

TABLE OF CONTENTS

 

Part I.

Financial Information

 

 

 

 

 

 

Item 1.

Condensed Consolidated Financial Statements

 

 

 

 

 

 

 

Condensed Consolidated Balance Sheets at July 29, 2017 (unaudited) and January 28, 2017

3

 

 

 

 

 

 

Unaudited Condensed Consolidated Statements of Loss for the three and six months ended July 29, 2017 and July 30, 2016

4

 

 

 

 

 

 

Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended July 29, 2017 and July 30, 2016

5

 

 

 

 

 

 

Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity for the six months ended July 29, 2017 and July 30, 2016

6

 

 

 

 

 

 

Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended July 29, 2017 and July 30, 2016

7

 

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements

8

 

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

15

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

28

 

 

 

 

 

Item 4.

Controls and Procedures

28

 

 

 

 

Part II.

Other Information

 

 

 

 

 

 

Item 1.

Legal Proceedings

29

 

 

 

 

 

Item 1A.

Risk Factors

29

 

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

29

 

 

 

 

 

Item 3.

Defaults Upon Senior Securities

29

 

 

 

 

 

Item 4.

Mine Safety Disclosures

29

 

 

 

 

 

Item 5.

Other Information

29

 

 

 

 

 

Item 6.

Exhibits

30

 

 

 

 

Signature

31

 

 

2


ZUMIEZ INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

 

 

 

July 29, 2017

 

 

January 28, 2017

 

 

 

(Unaudited)

 

 

 

 

Assets

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

 

$

17,291

 

 

 

$

20,247

 

Marketable securities

 

53,433

 

 

58,579

 

Receivables

 

16,334

 

 

12,538

 

Inventories

 

141,782

 

 

106,924

 

Prepaid expenses and other current assets

 

15,378

 

 

13,075

 

Total current assets

 

244,218

 

 

211,363

 

Fixed assets, net

 

131,934

 

 

129,651

 

Goodwill

 

60,057

 

 

56,001

 

Intangible assets, net

 

15,903

 

 

14,610

 

Deferred tax assets, net

 

9,733

 

 

7,041

 

Other long-term assets

 

7,022

 

 

8,017

 

Total long-term assets

 

224,649

 

 

215,320

 

Total assets

 

 

$

468,867

 

 

 

$

426,683

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Trade accounts payable

 

 

$

60,652

 

 

 

$

25,529

 

Accrued payroll and payroll taxes

 

15,684

 

 

14,914

 

Income taxes payable

 

 

 

68

 

 

 

 

1,866

 

Deferred rent and tenant allowances

 

8,393

 

 

8,344

 

Other liabilities

 

23,657

 

 

22,944

 

Total current liabilities

 

108,454

 

 

73,597

 

Long-term deferred rent and tenant allowances

 

40,795

 

 

41,066

 

Other long-term liabilities

 

5,113

 

 

4,969

 

Total long-term liabilities

 

45,908

 

 

46,035

 

Total liabilities

 

154,362

 

 

119,632

 

Commitments and contingencies (Note 3)

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

 

Preferred stock, no par value, 20,000 shares authorized; none issued and outstanding

 

 

 

 

Common stock, no par value, 50,000 shares authorized; 25,231 shares issued and outstanding at July 29, 2017 and 24,945 shares issued and outstanding at January 28, 2017

 

143,682

 

 

140,984

 

Accumulated other comprehensive loss

 

(6,676)

 

 

(16,488)

 

Retained earnings

 

177,499

 

 

182,555

 

Total shareholders’ equity

 

314,505

 

 

307,051

 

Total liabilities and shareholders’ equity

 

 

$

468,867

 

 

 

$

426,683

 

 

See accompanying notes to condensed consolidated financial statements

 

3


ZUMIEZ INC.

CONDENSED CONSOLIDATED STATEMENTS OF LOSS

(In thousands, except per share amounts)

(Unaudited)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

July 29, 2017

 

 

 

July 30, 2016

 

 

July 29, 2017

 

 

 

July 30, 2016

 

Net sales

 

$

 

192,245

 

 

$

 

178,272

 

 

$

 

373,399

 

 

$

 

351,243

 

Cost of goods sold

 

 

 

132,449

 

 

 

 

123,428

 

 

 

 

261,555

 

 

 

 

246,440

 

Gross profit

 

 

 

59,796

 

 

 

 

54,844

 

 

 

 

111,844

 

 

 

 

104,803

 

Selling, general and administrative expenses

 

 

 

60,558

 

 

 

 

55,980

 

 

 

 

118,841

 

 

 

 

109,879

 

Operating loss

 

 

 

(762

)

 

 

 

(1,136

)

 

 

 

(6,997

)

 

 

 

(5,076

)

Interest income, net

 

 

 

92

 

 

 

 

28

 

 

 

 

174

 

 

 

 

59

 

Other (expense) income, net

 

 

 

(23

)

 

 

 

(256

)

 

 

 

(472

)

 

 

 

242

 

Loss before income taxes

 

 

 

(693

)

 

 

 

(1,364

)

 

 

 

(7,295

)

 

 

 

(4,775

)

Benefit from income taxes

 

 

 

(85

)

 

 

 

(526

)

 

 

 

(2,239

)

 

 

 

(1,800

)

Net Loss

 

$

 

(608

)

 

$

 

(838

)

 

$

 

(5,056

)

 

$

 

(2,975

)

Basic loss per share

 

$

 

(0.02

)

 

$

 

(0.03

)

 

$

 

(0.21

)

 

$

 

(0.12

)

Diluted loss per share

 

$

 

(0.02

)

 

$

 

(0.03

)

 

$

 

(0.21

)

 

$

 

(0.12

)

Weighted average shares used in computation of loss per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

24,689

 

 

 

 

24,712

 

 

 

 

24,635

 

 

 

 

24,957

 

Diluted

 

 

 

24,689

 

 

 

 

24,712

 

 

 

 

24,635

 

 

 

 

24,957

 

 

See accompanying notes to condensed consolidated financial statements

 

4


ZUMIEZ INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(Unaudited)

 

 

 

Three Months Ended

 

 

 

Six Months Ended

 

 

 

July 29, 2017

 

 

July 30, 2016

 

 

 

July 29, 2017

 

 

July 30, 2016

 

Net loss

 

$

(608

)

 

$

(838

)

 

 

$

(5,056

)

 

$

(2,975

)

Other comprehensive income (loss), net of tax and reclassification adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation

 

 

8,305

 

 

 

(2,664

)

 

 

 

9,784

 

 

 

2,329

 

Net change in unrealized gain/loss on available-for-sale securities

 

 

17

 

 

 

122

 

 

 

 

28

 

 

 

116

 

Other comprehensive income (loss), net

 

 

8,322

 

 

 

(2,542

)

 

 

 

9,812

 

 

 

2,445

 

Comprehensive income (loss)

 

$

7,714

 

 

$

(3,380

)

 

 

$

4,756

 

 

$

(530

)

 

See accompanying notes to condensed consolidated financial statements

 

5


ZUMIEZ INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(In thousands)

(Unaudited)

 

 

 

Common Stock

 

 

Accumulated

Other

Comprehensive

 

 

Retained

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Loss

 

 

Earnings

 

 

Total

 

Balance at January 28, 2017

 

 

24,945

 

 

$

140,984

 

 

$

(16,488

)

 

$

182,555

 

 

$

307,051

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(5,056

)

 

 

(5,056

)

Other comprehensive income, net

 

 

 

 

 

 

 

 

 

9,812

 

 

 

 

 

 

9,812

 

Issuance and exercise of stock-based awards

 

 

286

 

 

 

198

 

 

 

 

 

 

 

 

 

198

 

Stock-based compensation expense

 

 

 

 

 

2,500

 

 

 

 

 

 

 

 

 

2,500

 

Balance at July 29, 2017

 

 

25,231

 

 

$

143,682

 

 

$

(6,676

)

 

$

177,499

 

 

$

314,505

 

 

 

 

Common Stock

 

 

Accumulated

Other

Comprehensive

 

 

Retained

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Loss

 

 

Earnings

 

 

Total

 

Balance at January 30, 2016

 

 

25,708

 

 

$

135,013

 

 

$

(15,247

)

 

$

177,191

 

 

$

296,957

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(2,975

)

 

 

(2,975

)

Other comprehensive income, net

 

 

 

 

 

 

 

 

2,445

 

 

 

 

 

 

2,445

 

Issuance and exercise of stock-based awards, including net tax

   loss of $529

 

 

282

 

 

 

(132

)

 

 

 

 

 

 

 

 

(132

)

Stock-based compensation expense

 

 

 

 

 

2,221

 

 

 

 

 

 

 

 

 

2,221

 

Repurchase of common stock

 

 

(1,059

)

 

 

 

 

 

 

 

 

(18,269

)

 

 

(18,269

)

Balance at July 30, 2016

 

 

24,931

 

 

$

137,102

 

 

$

(12,802

)

 

$

155,947

 

 

$

280,247

 

 

See accompanying notes to condensed consolidated financial statements

 

6


ZUMIEZ INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

 

 

Six Months Ended

 

 

 

July 29, 2017

 

 

July 30, 2016

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net loss

 

$

(5,056

)

 

$

(2,975

)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation, amortization and accretion

 

 

13,520

 

 

 

14,336

 

Deferred taxes

 

 

(2,456

)

 

 

(3,713

)

Stock-based compensation expense

 

 

2,500

 

 

 

2,221

 

Other

 

 

621

 

 

 

95

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Receivables

 

 

(2,092

)

 

 

(842

)

Inventories

 

 

(32,553

)

 

 

(32,766

)

Prepaid expenses and other current assets

 

 

(995

)

 

 

(2,690

)

Trade accounts payable

 

 

34,627

 

 

 

38,181

 

Accrued payroll and payroll taxes

 

 

561

 

 

 

225

 

Income taxes payable

 

 

(3,372

)

 

 

(4,804

)

Deferred rent and tenant allowances

 

 

(521

)

 

 

(12

)

Other liabilities

 

 

(1,016

)

 

 

(813

)

Net cash provided by operating activities

 

 

3,768

 

 

 

6,443

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Additions to fixed assets

 

 

(12,461

)

 

 

(11,895

)

Purchases of marketable securities and other investments

 

 

(37,586

)

 

 

(28,353

)

Sales and maturities of marketable securities and other investments

 

 

42,615

 

 

 

28,658

 

Net cash used in investing activities

 

 

(7,432

)

 

 

(11,590

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from revolving credit facilities

 

 

1,791

 

 

 

 

Payments on revolving credit facilities

 

 

(1,791

)

 

 

 

Repurchase of common stock

 

 

 

 

 

(19,084

)

Proceeds from issuance and exercise of stock-based awards

 

 

370

 

 

 

518

 

Payments for tax withholdings on equity awards

 

 

(172

)

 

 

(121

)

Net cash provided by (used in) financing activities

 

 

198

 

 

 

(18,687

)

Effect of exchange rate changes on cash and cash equivalents

 

 

510

 

 

 

271

 

Net decrease in cash and cash equivalents

 

 

(2,956

)

 

 

(23,563

)

Cash and cash equivalents, beginning of period

 

 

20,247

 

 

 

43,163

 

Cash and cash equivalents, end of period

 

$

17,291

 

 

$

19,600

 

Supplemental disclosure on cash flow information:

 

 

 

 

 

 

 

 

Cash paid during the period for income taxes

 

$

3,660

 

 

$

6,736

 

Accrual for purchases of fixed assets

 

 

2,550

 

 

 

1,835

 

Accrual for repurchase of common stock

 

 

 

 

 

254

 

 

See accompanying notes to condensed consolidated financial statements

 

7


ZUMIEZ INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

1. Nature of Business and Basis of Presentation

Nature of Business—Zumiez Inc., including its wholly owned subsidiaries, (the “Company,” “we,” “us,” “its” and “our”) is a leading specialty retailer of apparel, footwear, accessories and hardgoods for young men and women who want to express their individuality through the fashion, music, art and culture of action sports, streetwear, and other unique lifestyles.  At July 29, 2017, we operated 692 stores; 605 in the United States (“U.S.”), 51 in Canada, 30 in Europe, and 6 in Australia.  We operate under the names Zumiez, Blue Tomato, and Fast Times.  Additionally, we operate ecommerce websites at www.zumiez.com, www.blue-tomato.com, and www.fasttimes.com.au.

Fiscal Year—We use a fiscal calendar widely used by the retail industry that results in a fiscal year consisting of a 52- or 53-week period ending on the Saturday closest to January 31.  Each fiscal year consists of four 13-week quarters, with an extra week added to the fourth quarter every five or six years.  The three months ended July 29, 2017 and July 30, 2016 were 13-week periods. The six months ended July 29, 2017 and July 30, 2016 were 26-week periods.

Basis of Presentation—The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting.  Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.  The unaudited condensed consolidated financial statements include the accounts of Zumiez Inc. and its wholly-owned subsidiaries.  All significant intercompany transactions and balances are eliminated in consolidation.

In our opinion, the unaudited condensed consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the condensed consolidated balance sheets, operating results and cash flows for the periods presented.

The financial data at January 28, 2017 is derived from audited consolidated financial statements, which are included in our Annual Report on Form 10-K for the year ended January 28, 2017, and should be read in conjunction with the audited consolidated financial statements and notes thereto.  Interim results are not necessarily indicative of results for the full fiscal year due to seasonality and other factors.

Use of Estimates—The preparation of financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements as well as the reported amounts of revenues and expenses during the reporting period.  These estimates can also affect supplemental information disclosed by us, including information about contingencies, risk and financial condition.  Actual results could differ from these estimates and assumptions.

Segment Reporting—We identify our operating segments according to how our business activities are managed and evaluated.  Our operating segments have been aggregated and are reported as one reportable segment based on the similar nature of products sold, production, merchandising and distribution processes involved, target customers and economic characteristics.

Recent Accounting Standards—In March 2016, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (ASU) as part of its simplification initiative that includes multiple provisions intended to simplify various aspects of the accounting for share-based payments. Upon the adoption of the ASU, excess tax benefits and deficiencies for share-based payments are recorded as an adjustment of income taxes and reflected in operating cash flows rather than recorded in equity and reported in financing cash flows.  The guidance allows for the employer to withhold up to the maximum statutory tax rates in the applicable jurisdictions without triggering liability accounting.  The guidance also allows for a policy election to account for forfeitures as they occur rather than on an estimated basis. We adopted this standard beginning January 29, 2017. The amendment related to accounting for excess tax benefits and deficiencies was adopted prospectively, resulting in recognition of excess tax deficiencies against income tax benefit rather than additional paid-in capital of $0.1 million and $0.5 million for the three and six months ended July 29, 2017.

In February 2016, the FASB issued a comprehensive standard related to lease accounting to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Most significantly, the new guidance requires lessees to recognize operating leases with a term of more than 12 months as lease assets and lease liabilities. The adoption will require a modified retrospective approach at the beginning of the earliest period presented. The new standard is effective for the fiscal year beginning after December 15, 2018, with early adoption permitted. We are

8


continuing to evaluating the impact of this standard on our condensed consolidated financial statements.  We expect this standard to have a material impact on our condensed consolidated financial statements.

In January 2016, the FASB issued a new standard related primarily to accounting for equity investments, financial liabilities where the fair value option has been elected, and the presentation and disclosure requirements for financial instruments. There will no longer be an available-for-sale classification and therefore, no changes in fair value will be reported in other comprehensive income for equity securities with readily determinable fair values. The new standard will be effective for the fiscal year beginning after December 15, 2017 and early adoption is permitted. We are currently evaluating the impact of this standard on our consolidated financial statements.

In May 2014, the FASB issued a comprehensive new revenue recognition standard.  The new standard allows for a full retrospective approach to transition or a modified retrospective approach.  This guidance was effective for fiscal years and interim periods within those years beginning after December 15, 2016.  In August 2015, the FASB issued updated guidance deferring the effective date for the fiscal year beginning after December 15, 2017 and will permit early adoption of the standard, but not before the original effective date of December 15, 2016. We are continuing to evaluate the impact of this standard but we do not expect the adoption of this standard to have a material impact on our consolidated financial statements. We are continuing to evaluate the method of adoption we will use when we transition to this standard.

 

 

2. Cash, Cash Equivalents and Marketable Securities

The following tables summarize the estimated fair value of our cash, cash equivalents and marketable securities and the gross unrealized holding gains and losses (in thousands):

 

 

 

July 29, 2017

 

 

 

Amortized

Cost

 

 

Gross

Unrealized

Holding

Gains

 

 

Gross

Unrealized

Holding

Losses

 

 

Estimated

Fair Value

 

Cash and cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

15,070

 

 

$

 

 

$

 

 

$

15,070

 

Money market funds

 

 

2,221

 

 

 

 

 

 

 

 

 

2,221

 

Total cash and cash equivalents

 

 

17,291

 

 

 

 

 

 

 

 

 

17,291

 

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

State and local government securities

 

 

45,016

 

 

 

39

 

 

 

(17

)

 

 

45,038

 

Variable-rate demand notes

 

 

8,395

 

 

 

 

 

 

 

 

 

8,395

 

Total marketable securities

 

$

53,411

 

 

$

39

 

 

$

(17

)

 

$

53,433

 

 

 

 

January 28, 2017

 

 

 

Amortized

Cost

 

 

Gross

Unrealized

Holding

Gains

 

 

Gross

Unrealized

Holding

Losses

 

 

Estimated

Fair Value

 

Cash and cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

19,190

 

 

$

 

 

$

 

 

$

19,190

 

Money market funds

 

 

657

 

 

 

 

 

 

 

 

 

657

 

State and local government securities

 

 

400

 

 

 

 

 

 

 

 

 

400

 

Total cash and cash equivalents

 

 

20,247

 

 

 

 

 

 

 

 

 

20,247

 

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

State and local government securities

 

 

19,151

 

 

 

8

 

 

 

(30

)

 

 

19,129

 

Variable-rate demand notes

 

 

39,450

 

 

 

 

 

 

 

 

 

39,450

 

Total marketable securities

 

$

58,601

 

 

$

8

 

 

$

(30

)

 

$

58,579

 

 

All of our available-for-sale securities have an effective maturity date of two years or less and may be liquidated, at our discretion, prior to maturity.

9


The following tables summarize the gross unrealized holding losses and fair value for investments in an unrealized loss position, and the length of time that individual securities have been in a continuous loss position (in thousands):

 

 

 

July 29, 2017

 

 

 

Less Than 12 Months

 

 

12 Months or Greater

 

 

Total

 

 

 

Fair Value

 

 

Unrealized

Losses

 

 

Fair Value

 

 

Unrealized

Losses

 

 

Fair Value

 

 

Unrealized

Losses

 

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

State and local government securities

 

 

8,834

 

 

 

(5

)

 

 

1,002

 

 

 

(12

)

 

 

9,836

 

 

 

(17

)

Total marketable securities

 

$

8,834

 

 

$

(5

)

 

$

1,002

 

 

$

(12

)

 

$

9,836

 

 

$

(17

)

 

 

 

January 28, 2017

 

 

 

Less Than 12 Months

 

 

12 Months or Greater

 

 

Total

 

 

 

Fair Value

 

 

Unrealized

Losses

 

 

Fair Value

 

 

Unrealized

Losses

 

 

Fair Value

 

 

Unrealized

Losses

 

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

State and local government securities

 

 

8,702

 

 

 

(30

)

 

 

-

 

 

 

-

 

 

 

8,702

 

 

 

(30

)

Total marketable securities

 

$

8,702

 

 

$

(30

)

 

$

-

 

 

$

-

 

 

$

8,702

 

 

$

(30

)

 

We did not record a realized loss for other-than-temporary impairments during the three and six months ended July 29, 2017 or July 30, 2016.

 

 

3. Commitments and Contingencies

Leases—We lease our stores and certain corporate and other operating facilities under operating leases.  Total rent expense is as follows (in thousands):

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

July 29, 2017

 

 

July 30, 2016

 

 

July 29, 2017

 

 

July 30, 2016

 

Minimum rent expense

 

$

19,316

 

 

$

18,409

 

 

$

38,294

 

 

$

36,410

 

Contingent rent expense

 

 

619

 

 

 

459

 

 

 

1,216

 

 

 

873

 

Total rent expense (1)

 

$

19,935

 

 

$

18,868

 

 

$

39,510

 

 

$

37,283

 

 

(1)

Total rent expense does not include real estate taxes, insurance, common area maintenance charges and other executory costs, which were $10.4 million and $20.9 million for the three and six months ended July 29, 2017 and $10.3 million and $20.5 million for the three and six months ended July 30, 2016.

A majority of our leases provide for ongoing co-tenancy requirements or early cancellation clauses that would further lower rental rates, or permit lease terminations, or both, in the event that co-tenants cease to operate for specific periods or if certain sales levels are not met in specific periods.  Most of the store leases require payment of a specified minimum rent and a contingent rent based on a percentage of the store’s net sales in excess of a specified threshold, as well as real estate taxes, insurance, common area maintenance charges and other executory costs.  Future minimum lease payments at July 29, 2017 are as follows (in thousands):

 

Fiscal 2017

 

$

36,120

 

Fiscal 2018

 

 

68,983

 

Fiscal 2019

 

 

62,096

 

Fiscal 2020

 

 

57,997

 

Fiscal 2021

 

 

52,629

 

Thereafter

 

 

146,343

 

Total (1)

 

$

424,168

 

 

(1)

Amounts in the table do not include contingent rent and real estate taxes, insurance, common area maintenance charges and other executory costs obligations.

Purchase Commitments—At July 29, 2017, we had outstanding purchase orders to acquire merchandise from vendors of $190.7 million.  We have an option to cancel these commitments with no notice prior to shipment, except for certain private label and international purchase orders in which we are obligated to repay contractual amounts upon cancellation.

10


Litigation—We are involved from time to time in claims, proceedings and litigation arising in the ordinary course of business.  We have made accruals with respect to these matters, where appropriate, which are reflected in our condensed consolidated financial statements.  For some matters, the amount of liability is not probable or the amount cannot be reasonably estimated and therefore accruals have not been made.  We may enter into discussions regarding settlement of these matters, and may enter into settlement agreements, if we believe settlement is in the best interest of our shareholders.

Insurance Reserves—We use a combination of third-party insurance and self-insurance for a number of risk management activities including workers’ compensation, general liability and employee-related health care benefits.  We maintain reserves for our self-insured losses, which are estimated based on historical claims experience and actuarial and other assumptions.  The self-insurance reserve at July 29, 2017 and January 28, 2017 was $2.7 million and $2.3 million.

 

 

4. Revolving Credit Facilities and Debt

On February 5, 2016, the Company entered into an asset-based revolving credit agreement with Wells Fargo Bank, National Association, as administrative agent, collateral agent, letter of credit issuer and lenders, which provides for a senior secured revolving credit facility of up to $100 million (“ABL Facility”), subject to a borrowing base, with a letter of credit sub-limit of $10 million. The ABL Facility is available for working capital and other general corporate purposes.  The ABL Facility will mature on February 5, 2021.

The ABL Facility is secured by a first-priority security interest in substantially all of the personal property (but not the real property) of the borrowers and guarantors.  Amounts borrowed under the ABL Facility bear interest, at the Company’s option, at either an adjusted LIBOR rate plus a margin of 1.25% to 1.75% per annum, or an alternate base rate plus a margin of 0.25% to 0.75% per annum. The Company is also required to pay a fee of 0.25% per annum on undrawn commitments under the ABL Facility. Customary agency fees and letter of credit fees are also payable in respect of the ABL Facility.

There were no borrowings outstanding under the ABL Facility at July 29, 2017 and at January 28, 2017. We had no open commercial letters of credit outstanding under these lines of credit at July 29, 2017 and at January 28, 2017.

Additionally, we have revolving lines of credit of up to 20.5 million Euro ($24.0 million at July 29, 2017), the proceeds of which are used to fund certain international operations.  The revolving lines of credit bear interest at 1.65%. There were no borrowings outstanding at July 29, 2017 and at January 28, 2017. We had no open commercial letters of credit outstanding under these lines of credit at July 29, 2017 and at January 28, 2017.

 

 

5. Fair Value Measurements

We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

 

Level 1— Quoted prices in active markets for identical assets or liabilities;

 

Level 2— Quoted prices for similar assets or liabilities in active markets or inputs that are observable; and

 

Level 3— Inputs that are unobservable.

The following tables summarize assets measured at fair value on a recurring basis (in thousands):

 

 

 

July 29, 2017

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

2,221

 

 

$

 

 

$

 

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

State and local government securities

 

 

 

 

 

45,038

 

 

 

 

Variable-rate demand notes

 

 

 

 

 

8,395

 

 

 

 

Other long-term assets:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

 

1,245

 

 

 

 

 

 

 

Equity investments

 

 

 

 

 

 

 

 

127

 

Total

 

$

3,466

 

 

$

53,433

 

 

$

127

 

11


 

 

 

January 28, 2017

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

$

657

 

 

$

 

 

$

 

State and local government securities

 

 

400

 

 

 

 

 

 

 

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

State and local government securities

 

 

 

 

 

19,129

 

 

 

 

Variable-rate demand notes

 

 

 

 

 

39,450

 

 

 

 

Other long-term assets:

 

 

 

 

 

 

 

 

 

 

 

 

Money market funds

 

 

1,557

 

 

 

 

 

 

 

Equity investments

 

 

 

 

 

 

 

 

116

 

Total

 

$

2,614

 

 

$

58,579

 

 

$

116

 

 

The Level 2 marketable securities include state and local municipal securities and variable-rate demand notes.  Fair values are based on quoted market prices for similar assets or liabilities or determined using inputs that use readily observable market data that are actively quoted and can be validated through external sources, including third-party pricing services, brokers and market transactions.  We review the pricing techniques and methodologies of the independent pricing service for Level 2 investments and believe that its policies adequately consider market activity, either based on specific transactions for the security valued or based on modeling of securities with similar credit quality, duration, yield and structure that were recently traded.  We monitor security-specific valuation trends and we make inquiries with the pricing service about material changes or the absence of expected changes to understand the underlying factors and inputs and to validate the reasonableness of the pricing.

There were no material assets measured at fair value on a nonrecurring basis for the three and six months ended July 29, 2017 and July 30, 2016.

 

 

6. Stockholders’ Equity

Share Repurchase—In December 2015, our B