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Document and Entity Information (USD $)
In Millions, except Share data, unless otherwise specified
12 Months Ended
Jan. 31, 2015
Mar. 06, 2015
Aug. 02, 2014
Document And Entity Information [Abstract]
Document Type 10-K
Amendment Flag false
Document Period End Date Jan 31, 2015
Document Fiscal Year Focus 2014
Document Fiscal Period Focus FY
Trading Symbol DXLG
Entity Registrant Name DESTINATION XL GROUP, INC.
Entity Central Index Key 0000813298
Current Fiscal Year End Date --01-31
Entity Well-known Seasoned Issuer No
Entity Current Reporting Status Yes
Entity Voluntary Filers No
Entity Filer Category Accelerated Filer
Entity Common Stock, Shares Outstanding 50,698,965
Entity Public Float $ 158.7
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Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Jan. 31, 2015
Feb. 01, 2014
Current assets:
Cash and cash equivalents $ 4,586 $ 4,544
Accounts receivable 3,619 8,347
Inventories 115,220 105,556
Prepaid expenses and other current assets 9,190 7,994
Total current assets 132,615 126,441
Property and equipment, net of accumulated depreciation and amortization 120,328 102,939
Other assets:
Intangible assets 3,308 4,393
Other assets 4,849 3,608
Total assets 261,100 237,381
Current liabilities:
Current portion of long-term debt 7,489 4,561
Current portion of deferred gain on sale-leaseback 1,465 1,465
Accounts payable 29,979 32,945
Accrued expenses and other current liabilities 31,972 28,227
Borrowings under credit facility 19,402 9,029
Total current liabilities 90,307 76,227
Long-term liabilities:
Long-term debt, net of current portion 26,651 12,145
Deferred rent and lease incentives 28,850 22,835
Deferred gain on sale-leaseback, net of current portion 14,654 16,120
Deferred tax liability 91
Other long-term liabilities 8,157 5,083
Total long-term liabilities 78,403 56,183
Commitments and contingencies      
Stockholders' equity:
Preferred stock, $0.01 par value, 1,000,000 shares authorized, none issued      
Common stock, $0.01 par value, 100,000,000 shares authorized, 61,560,544 and 61,473,083 shares issued at January 31, 2015 and February 1, 2014, respectively 616 615
Additional paid-in capital 299,892 296,501
Treasury stock at cost, 10,877,439 shares at January 31, 2015 and February 1, 2014 (87,977) (87,977)
Accumulated deficit (111,903) (99,608)
Accumulated other comprehensive loss (8,238) (4,560)
Total stockholders' equity 92,390 104,971
Total liabilities and stockholders' equity $ 261,100 $ 237,381
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Consolidated Balance Sheets (Parenthetical) (USD $)
Jan. 31, 2015
Feb. 01, 2014
Statement Of Financial Position [Abstract]
Preferred stock, par value $ 0.01 $ 0.01
Preferred stock, shares authorized 1,000,000 1,000,000
Preferred stock, issued 0 0
Common stock, par value $ 0.01 $ 0.01
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 61,560,544 61,473,083
Treasury stock, shares 10,877,439 10,877,439
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Consolidated Statements of Operations (USD $)
In Thousands, except Per Share data, unless otherwise specified
12 Months Ended
Jan. 31, 2015
Feb. 01, 2014
Feb. 02, 2013
Income Statement [Abstract]
Sales $ 414,020 [1] $ 386,495 [1] $ 397,582
Cost of goods sold including occupancy costs 224,006 210,139 213,885
Gross profit 190,014 [1] 176,356 [1] 183,697
Expenses:
Selling, general and administrative 174,814 169,062 154,372
Depreciation and amortization 24,002 20,841 15,469
Total expenses 198,816 189,903 169,841
Operating income (loss) (8,802) [1] (13,547) [1] 13,856
Interest expense, net (2,132) (1,046) (621)
Income (loss) from continuing operations before provision for income taxes (10,934) [1] (14,593) [1] 13,235
Provision (benefit) for income taxes 243 [2],[3] 45,661 [2],[3] 5,244 [3]
Income (loss) from continuing operations (11,177) [1] (60,254) [1] 7,991
Income (loss) from discontinued operations, net of taxes (1,118) [1] 468 [1] (1,865)
Net income (loss) $ (12,295) [1] $ (59,786) [1] $ 6,126
Net income (loss) per share - basic and diluted:
Income (loss) from continuing operations $ (0.23) $ (1.24) $ 0.17
Income (loss) from discontinued operations $ (0.02) $ 0.01 $ (0.04)
Net income (loss) per share - basic and diluted $ (0.25) [1] $ (1.23) [1] $ 0.13
Weighted-average number of common shares outstanding:
Basic 48,740 48,473 47,947
Diluted 48,740 48,473 48,385
[1] As discussed in Note J, during the fourth quarter of fiscal 2014, the Company completed the wind down of its Sears Canada direct business. Accordingly, the operating results for the first three quarters of fiscal 2014 and each of the quarters for fiscal 2013 were restated for discontinued operations.
[2] During the fourth quarter of fiscal 2013, the Company recorded a non-cash charge of $51.3 million to establish a valuation allowance against its deferred tax assets. Accordingly, no income tax provision (benefit) was recognized on the operating loss for fiscal 2014. See Note D, “Income Taxes” for disclosure regarding the realizability of the deferred tax assets at January 31, 2015.
[3] There was no benefit or provision recognized on the loss from discontinued operations for fiscal 2014, fiscal 2013 or fiscal 2012
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Consolidated Statements of Comprehensive Income (Loss) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Jan. 31, 2015
Feb. 01, 2014
Feb. 02, 2013
Statement Of Income And Comprehensive Income [Abstract]
Net income (loss) $ (12,295) [1] $ (59,786) [1] $ 6,126
Other comprehensive income (loss) before taxes:
Foreign currency translation (430) (280) (5)
Pension plan (3,248) 1,281 199
Other comprehensive income (loss) before taxes (3,678) 1,001 194
Tax provision related to items of other comprehensive income (loss) (39)
Other comprehensive income (loss), net of tax (3,678) 1,001 155
Comprehensive income (loss) $ (15,973) $ (58,785) $ 6,281
[1] As discussed in Note J, during the fourth quarter of fiscal 2014, the Company completed the wind down of its Sears Canada direct business. Accordingly, the operating results for the first three quarters of fiscal 2014 and each of the quarters for fiscal 2013 were restated for discontinued operations.
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Consolidated Statements of Changes in Stockholders' Equity (USD $)
In Thousands, except Share data, unless otherwise specified
Total
Common Stock
Additional Paid-in Capital
Treasury Stock
Accumulated Deficit
Accumulated Other Comprehensive Income (Loss)
Beginning Balance at Jan. 28, 2012 $ 154,358 $ 594 $ 293,405 $ (87,977) $ (45,948) $ (5,716)
Beginning Balance (in shares) at Jan. 28, 2012 59,359,000 (10,877,000)
Stock compensation expense 777 777
Excess tax benefits from stock-based awards 31 31
Stock compensation in excess of tax benefits (359) (359)
Exercises under option program 1 (1)
Exercises under option program (in shares) 116,000
Cancellations of restricted stock, net of issuances (30,000)
Board of Directors compensation 124 124
Board of Directors compensation (in shares) 32,000
Accumulated other comprehensive income (loss):
Unrecognized gain (loss) associated with pension Plan 121 121
Foreign currency, net of taxes 34 34
Net income (loss) 6,126 6,126
Ending Balance at Feb. 02, 2013 161,212 595 293,977 (87,977) (39,822) (5,561)
Ending Balance (in shares) at Feb. 02, 2013 59,477,000 (10,877,000)
Stock compensation expense 1,893 1,893
Exercises under option program 395 1 394
Exercises under option program (in shares) 106,000
Issuances of restricted stock, net of cancellations 18 (18)
Issuance of restricted stock, net of cancellations (in shares) 1,846,000
Board of Directors compensation 256 1 255
Board of Directors compensation (in shares) 44,000
Accumulated other comprehensive income (loss):
Unrecognized gain (loss) associated with pension Plan 1,281 1,281
Foreign currency, net of taxes (280) (280)
Net income (loss) (59,786) [1] (59,786)
Ending Balance at Feb. 01, 2014 104,971 615 296,501 (87,977) (99,608) (4,560)
Ending Balance (in shares) at Feb. 01, 2014 61,473,083 61,473,000 (10,877,000)
Stock compensation expense 2,996 2,996
Exercises under option program 123 123
Exercises under option program (in shares) 27,000
Issuance of restricted stock, net of cancellations (in shares) 20,000
Board of Directors compensation 273 1 272
Board of Directors compensation (in shares) 41,000
Accumulated other comprehensive income (loss):
Unrecognized gain (loss) associated with pension Plan (3,248) (3,248)
Foreign currency, net of taxes (430) (430)
Net income (loss) (12,295) [1] (12,295)
Ending Balance at Jan. 31, 2015 $ 92,390 $ 616 $ 299,892 $ (87,977) $ (111,903) $ (8,238)
Ending Balance (in shares) at Jan. 31, 2015 61,560,544 61,560,000 (10,877,000)
[1] As discussed in Note J, during the fourth quarter of fiscal 2014, the Company completed the wind down of its Sears Canada direct business. Accordingly, the operating results for the first three quarters of fiscal 2014 and each of the quarters for fiscal 2013 were restated for discontinued operations.
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Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Feb. 02, 2013
Statement Of Stockholders Equity [Abstract]
Unrecognized gain (loss) associated with Pension Plan, taxes $ 0.1
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Consolidated Statement of Cash Flows (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Jan. 31, 2015
Feb. 01, 2014
Feb. 02, 2013
Cash flows from operating activities:
Net income (loss) $ (12,295) [1] $ (59,786) [1] $ 6,126
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Amortization of deferred gain on sale leaseback (1,466) (1,465) (1,466)
Depreciation and amortization 24,002 20,841 15,469
Deferred taxes, net of valuation allowance 91 45,313 5,057
Stock compensation in excess of tax benefits (359)
Excess tax benefits from stock-based awards (31)
Stock compensation expense 2,996 1,893 777
Issuance of common stock to Board of Directors 273 256 124
Changes in operating assets and liabilities:
Accounts receivable 4,728 (3,340) (1,653)
Inventories (9,664) (1,345) (44)
Prepaid expenses and other current assets (1,196) 1,087 (437)
Other assets (475) (1,080) 52
Accounts payable (2,966) 7,481 807
Deferred rent and lease incentives 6,015 11,273 2,818
Accrued expenses and other liabilities 3,762 3,770 2,655
Net cash provided by operating activities 13,805 24,898 29,895
Cash flows from investing activities:
Additions to property and equipment, net (40,927) (54,125) (32,390)
Proceeds from sale of business 273
Net cash used for investing activities (40,927) (54,125) (32,117)
Cash flows from financing activities:
Net borrowings under credit facility 10,373 9,029
Proceeds from the issuance of long-term debt 23,912 17,523
Principal payments on long-term debt (6,478) (817)
Costs associated with amendment to credit facility and long-term debt issuances (766) (521)
Proceeds from the exercise of stock options 123 395
Excess tax benefits from stock-based awards 31
Net cash provided by financing activities 27,164 25,609 31
Net increase (decrease) in cash and cash equivalents 42 (3,618) (2,191)
Cash and cash equivalents:
Beginning of period 4,544 8,162
End of period $ 4,586 $ 4,544 $ 8,162
[1] As discussed in Note J, during the fourth quarter of fiscal 2014, the Company completed the wind down of its Sears Canada direct business. Accordingly, the operating results for the first three quarters of fiscal 2014 and each of the quarters for fiscal 2013 were restated for discontinued operations.
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Summary of Significant Accounting Policies
12 Months Ended
Jan. 31, 2015
Accounting Policies [Abstract]
Summary of Significant Accounting Policies

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Destination XL Group, Inc. (formerly known as Casual Male Retail Group, Inc. and collectively referred to as the “Company”) is the largest specialty retailer in the United States of big & tall men’s apparel. The Company operates under the trade names of Destination XL® (DXL®), DXL Outlets®, Casual Male XL®, Casual Male XL Outlets, Rochester Clothing, ShoesXL® and LivingXL®. At January 31, 2015, the Company operated 138 DXL® stores, 157 Casual Male XL, 48 Casual Male XL outlets, 2 DXL outlets and 8 Rochester Clothing stores located throughout the United States, including one store in London, England. The Company also operates a direct business, which includes brand mailers and an aggregated e-commerce site to support its brands and product extensions.

Basis of Presentation

The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts, transactions and profits are eliminated.

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from estimates.

Reclassifications

Results for fiscal 2013 and fiscal 2012 have been restated to reflect the operating results of the Company’s direct business with Sears Canada as discontinued operations.  Results for fiscal 2014 include the restatement of the Company’s first three quarters of fiscal 2014 to reflect discontinued operations.  See Note J, “Discontinued Operations.”  

For fiscal 2014, the Company is reporting revenue from its on-site tailoring and the related tailoring costs associated with such revenue as part of “Sales” and “Costs of Goods Sold Including Occupancy Costs,” respectively, on the Consolidated Statement of Operations.  The Company has reclassified the revenue and related costs of goods sold for fiscal 2013 and fiscal 2012 from “Selling, General and Administrative Expenses,” where the amounts were previously netted, to “Sales” and “Cost of Goods Sold Including Occupancy Costs.”

Subsequent Events

All appropriate subsequent event disclosures, if any, have been made in these Notes to the Consolidated Financial Statements.

Segment Reporting

The Company reports its operations as one reportable segment, Big & Tall Men’s Apparel, which consists of two principal operating segments: its retail business and its direct business. The Company considers its operating segments to be similar in terms of economic characteristics, production processes and operations, and have therefore aggregated them into a single reporting segment, consistent with its omni-channel business approach. The direct operating segment includes the operating results and assets for LivingXL and ShoesXL.

Fiscal Year

The Company’s fiscal year is a 52-week or 53-week period ending on the Saturday closest to January 31. Fiscal years 2014 and 2013, which were 52-week periods, ended on January 31, 2015 and February 1, 2014, respectively. Fiscal 2012 was a 53-week period that ended on February 2, 2013.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash in banks and short-term investments, which have a maturity of ninety days or less when acquired. Included in cash equivalents are credit card and debit card receivables from banks, which generally settle within two to four business days.

Accounts Receivable

Accounts receivable primarily includes amounts due for tenant allowances and from the Company’s business partners. For fiscal 2014, fiscal 2013 and fiscal 2012, the Company has not incurred any losses on its accounts receivable.

Fair Value of Financial Instruments

ASC Topic 825, Financial Instruments, requires disclosure of the fair value of certain financial instruments. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and short-term borrowings approximate fair value because of the short maturity of these instruments.

ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements.

The valuation techniques utilized are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect internal market assumptions. These two types of inputs create the following fair value hierarchy:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or 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 related asset or liabilities.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of assets or liabilities.

The Company utilizes observable market inputs (quoted market prices) when measuring fair value whenever possible.

The fair value of long-term debt at January 31, 2015 approximates the carrying amount based upon terms available to the Company for borrowings with similar arrangements and remaining maturities. See Note C, “Debt Obligations, for more discussion.

The fair value of indefinite-lived assets, which consists of the Company’s “Rochester” trademark, is measured on a non-recurring basis in connection with the Company’s annual impairment test. The fair value of the trademark is determined using a projected discounted cash flow analysis based on unobservable inputs and are classified within Level 3 of the valuation hierarchy. See Intangibles below.

Retail stores that have indicators of impairment and fail the recoverability test are measured for impairment by comparing the fair value of the assets against their carrying value. Fair value of the assets is estimated using a projected discounted cash flow analysis and is classified within Level 3 of the valuation hierarchy. See Impairment of Long-Lived Assets below.

Inventories

All inventories are valued at the lower of cost or market, using a weighted-average cost method.

Property and Equipment

Property and equipment are stated at cost. Major additions and improvements are capitalized while repairs and maintenance are charged to expense as incurred. Upon retirement or other disposition, the cost and related depreciation of the assets are removed from the accounts and the resulting gain or loss, if any, is reflected in income. Depreciation is computed on the straight-line method over the assets’ estimated useful lives as follows:

 

Furniture and fixtures

  

Five to ten years

Equipment

  

Five to ten years

Leasehold improvements

  

Lesser of useful lives or related lease term

Hardware and software

  

Three to seven years

Intangibles

ASC Topic 805, “Business Combinations”, requires that all business combinations be accounted for under the purchase method. The statement further requires separate recognition of intangible assets that meet one of two criteria set forth in the statement. Under ASC Topic 350, “Intangibles Goodwill and Other”, goodwill and intangible assets with indefinite lives are tested at least annually for impairment. At each reporting period, management analyzes current events and circumstances to determine whether the indefinite life classification for its “Rochester” trademark continues to be valid. If circumstances warrant a change to a finite life, the carrying value of the intangible asset would then be amortized prospectively over the estimated remaining useful life. The Company’s “Casual Male” trademark is considered a finite life asset. Other intangible assets with defined lives are amortized over their useful lives.

At least annually, as of the Company’s December month-end, the Company evaluates its “Rochester” trademark. The Company performs an impairment analysis and records an impairment charge for any intangible assets with a carrying value in excess of its fair value.

In the fourth quarter of fiscal 2014, the “Rochester” trademark was tested for potential impairment, utilizing an income approach with applicable royalty rates applied. The Company concluded that the “Rochester” trademark, with a carrying value of $1.5 million at January 31, 2015, was not impaired. Although some of the Rochester locations are closing as part of the DXL expansion, the Rochester Clothing stores that will remain open are currently expected to generate more than sufficient cash flows to support the carrying value of $1.5 million for the “Rochester” trademark.

During the fiscal 2011 annual evaluation of intangibles, the Company determined that its “Casual Male” trademark could no longer be considered an indefinite-lived asset. As the Company opens DXL stores, it is closing the majority of its Casual Male XL stores in those respective markets. By the end of fiscal 2017, the Company expects to have only 75 to 100 Casual Male XL retail and outlet stores open. The carrying value of the trademark is being amortized on an accelerated basis against projected cash flows through fiscal 2018, its estimated remaining useful life.

Below is a table showing the changes in the carrying value of the Company’s intangible assets from February 1, 2014 to January 31, 2015:

 

(in thousands)

 

February 1, 2014

 

 

Additions

 

 

Impairment

 

 

Amortization

 

 

January 31, 2015

 

"Rochester" trademark

 

$

1,500

 

 

$

 

 

$

 

 

$

 

 

$

1,500

 

"Casual Male" trademark (1)

 

 

2,464

 

 

 

 

 

 

 

 

 

(985

)

 

 

1,479

 

Other intangibles

 

 

429

 

 

 

 

 

 

 

 

 

(100

)

 

 

329

 

Total intangible assets

 

$

4,393

 

 

$

 

 

$

 

 

$

(1,085

)

 

$

3,308

 

 

(1)

The “Casual Male” trademark has been accounted for as a finite-lived asset since the beginning of fiscal 2012.

 

Other intangibles consist of customer lists, which have a finite life of 16 years based on its estimated economic useful life. At January 31, 2015, customer lists have a remaining life of 3.3 years.

The gross carrying amount and accumulated amortization of the customer lists and “Casual Male” trademark, subject to amortization, were $7.7 million and $5.9 million, respectively, at January 31, 2015 and $7.7 million and $4.8 million, respectively, at February 1, 2014. Amortization expense for fiscal 2014, 2013 and 2012 was $1.1 million, $1.9 million and $2.4 million, respectively.

Expected amortization expense for the Company’s “Casual Male” trademark and customer lists, for the next five fiscal years is as follows:

 

FISCAL YEAR

 

(in thousands)

 

2015

 

$

639

 

2016

 

$

441

 

2017

 

$

407

 

2018

 

$

321

 

2019

 

$

-

 

Pre-opening Costs

The Company expenses all pre-opening costs for its stores as incurred.

Advertising Costs

The Company expenses in-store advertising costs as incurred. Television advertising costs are expensed in the period in which the advertising is first aired. Direct response advertising costs, which consist of catalog production and postage costs, are deferred and amortized over the period of expected direct marketing revenues, which is less than one year. There were no deferred direct response costs at January 31, 2015 and February 1, 2014. Advertising expense, which is included in selling, general and administrative expenses, was $26.0 million, $27.1 million and $17.8 million for fiscal 2014, 2013 and 2012, respectively.

Revenue Recognition

Revenue from the Company’s retail store operation is recorded upon purchase of merchandise by customers, net of an allowance for sales returns. Revenue from the Company’s e-commerce operations is recognized at the time a customer order is delivered, net of an allowance for sales returns. Revenue is recognized by the operating segment that fulfills a customer’s order.

Accumulated Other Comprehensive Income (Loss) – (“AOCI”)

Other comprehensive income (loss) includes amounts related to foreign currency and pension plans and is reported in the Consolidated Statements of Comprehensive Income. Other comprehensive income and reclassifications from AOCI for fiscal 2014, fiscal 2013 and fiscal 2012 are as follows:

 

 

 

Fiscal 2014

 

 

Fiscal 2013

 

 

Fiscal 2012

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pension

Plans

 

 

Foreign

Currency

 

 

Total

 

 

Pension

Plans

 

 

Foreign

Currency

 

 

Total

 

 

Pension

Plans

 

 

Foreign

Currency

 

 

Total

 

Balance at beginning of fiscal

   year

 

$

(4,547

)

 

$

(13

)

 

$

(4,560

)

 

$

(5,828

)

 

$

267

 

 

$

(5,561

)

 

$

(5,949

)

 

$

233

 

 

$

(5,716

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income

   (loss) before reclassifications,

   net of taxes

 

 

(3,506

)

 

 

(184

)

 

 

(3,690

)

 

 

887

 

 

 

(280

)

 

 

607

 

 

 

(191

)

 

 

34

 

 

 

(157

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amounts reclassified from

   accumulated other

   comprehensive income (loss),

   net of taxes  (1)

 

 

258

 

 

 

(246

)

 

 

12

 

 

 

394

 

 

 

 

 

 

394

 

 

 

312

 

 

 

 

 

 

312

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income

   (loss) for the period

 

 

(3,248

)

 

 

(430

)

 

 

(3,678

)

 

 

1,281

 

 

 

(280

)

 

 

1,001

 

 

 

121

 

 

 

34

 

 

 

155

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at end of fiscal year

 

$

(7,795

)

 

$

(443

)

 

$

(8,238

)

 

$

(4,547

)

 

$

(13

)

 

$

(4,560

)

 

$

(5,828

)

 

$

267

 

 

$

(5,561

)

(1)

Includes the amortization of the unrecognized (gain)/loss on pension plans which was charged to Selling, General and Administrative expense on the Consolidated Statements of Operations for all periods presented. The amortization of the unrecognized loss, before tax, was $258,000, $394,000 and $516,000 for fiscal 2014, fiscal 2013 and fiscal 2012, respectively. There was no corresponding tax benefit for fiscal 2014 and fiscal 2013. The corresponding tax benefit was $204,000 for fiscal 2012. Fiscal 2014 includes the recognition of $246,000 related to the substantial liquidation of the Company’s direct business with Sears Canada.  The $246,000, with no corresponding tax provision, was recognized in Discontinued Operations on the Consolidated Statement of Operations for fiscal 2014.

Foreign Currency Translation

At January 31, 2015, the Company has one Rochester Clothing store located in London, England. Assets and liabilities for this store are translated into U.S. dollars at the exchange rates in effect at each balance sheet date. Stockholders’ equity is translated at applicable historical exchange rates. Income, expense and cash flow items are translated at average exchange rates during the period. Resulting translation adjustments are reported as a separate component of stockholders’ equity.

Shipping and Handling Costs

Shipping and handling costs are included in cost of sales for all periods presented. Amounts related to shipping and handling that are billed to customers are recorded in net sales, and the related costs are recorded in cost of goods sold and occupancy expenses in the Consolidated Statements of Operations.

Income Taxes

Deferred income taxes are provided to recognize the effect of temporary differences between tax and financial statement reporting. Such taxes are provided for using enacted tax rates expected to be in place when such temporary differences are realized. A valuation allowance is recorded to reduce deferred tax assets if it is determined that it is more likely than not that the full deferred tax asset would not be realized. If it is subsequently determined that a deferred tax asset will more likely than not be realized, a credit to earnings is recorded to reduce the allowance.

ASC Topic 740, Income Taxes (“ASC 740”) clarifies a company’s accounting for uncertain income tax positions that are recognized in its financial statements and also provides guidance on a company’s de-recognition of uncertain positions, financial statement classification, accounting for interest and penalties, accounting for interim periods, and disclosure requirements. In accordance with ASC 740, the Company will recognize the benefit from a tax position only if it is more likely than not that the position would be sustained upon audit based solely on the technical merits of the tax position. The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits as income tax expense in its consolidated statement of operations.  The Company has not accrued or paid interest or penalties which were material to its results of operations for fiscal 2014, fiscal 2013 and fiscal 2012.  

The Company is subject to U.S. federal income tax as well as income tax of multiple state and foreign jurisdictions. The Company has concluded all U.S. federal income tax matters for years through fiscal 2001, with remaining fiscal years subject to income tax examination by federal and state tax authorities.

Net Income (Loss) Per Share

Basic earnings per share are computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the respective period. Diluted earnings per share is determined by giving effect to unvested shares of restricted stock and the exercise of stock options using the treasury stock method. The following table provides a reconciliation of the number of shares outstanding for basic and diluted earnings per share:

 

 

 

FISCAL YEARS ENDED

 

 

 

January 31, 2015

 

 

February 1, 2014

 

 

February 2, 2013

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

Common stock outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average common shares outstanding

 

 

48,740

 

 

 

48,473

 

 

 

47,947

 

Common stock equivalents – stock options

  and restricted stock

 

 

 

 

 

 

 

 

438

 

Diluted weighted average common shares

   outstanding

 

 

48,740

 

 

 

48,473

 

 

 

48,385

 

  

(1)

Common stock equivalents of 497 shares and 443 shares for January 31, 2015 and February 1, 2014, respectively, were excluded due to the net loss.

The following potential common stock equivalents were excluded from the computation of diluted earnings per share in each year because the exercise price of such options was greater than the average market price per share of common stock for the respective periods or the impact of ASC Topic 718, Compensation – Stock Compensation, primarily related to unearned compensation.

 

 

 

FISCAL YEARS ENDED

 

 

 

January 31, 2015

 

 

February 1, 2014

 

 

February 2, 2013

 

(in thousands, except exercise prices)

 

 

 

 

 

 

 

 

 

 

 

 

Stock options (time-vested)

 

 

1,545

 

 

 

2,088

 

 

 

1,634

 

Restricted stock (time-vested)

 

 

 

 

 

 

 

 

 

Range of exercise prices of such options

 

$4.96-$7.52

 

 

$4.96-$10.26

 

 

$3.76-$10.26

 

Excluded from the Company’s computation of basic and diluted earnings per share for fiscal 2014 were 933,486 shares of unvested performance-based restricted stock and 1,175,000 performance-based stock options. These performance-based awards will be included in the computation of basic and diluted earnings per share if, and when, the respective performance targets are achieved. In addition, 751,804 shares of unvested time-based restricted stock and 11,238 shares of deferred stock are excluded from the computation of basic earnings per share until such shares vest. See Note F, “Long-Term Performance Share Bonus Plan”, for a discussion of the Company’s 2013-2016 Long-Term Incentive Plan (“2013-2016 LTIP”) and the respective performance targets.

Although the shares of performance-based and time-based restricted stock issued in connection with the 2013-2016 LTIP are not considered outstanding or common stock equivalents for earnings per share purposes until certain vesting and performance thresholds are achieved, all 1,685,290 shares of restricted stock are considered issued and outstanding. Each share of restricted stock has all of the rights of a holder of the Company’s common stock, including, but not limited to, the right to vote and the right to receive dividends, which rights are forfeited if the restricted stock is forfeited.  Outstanding shares of deferred stock of 11,238 shares are not considered issued and outstanding until the vesting date of the deferral period.

Stock-based Compensation

ASC Topic 718, Compensation – Stock Compensation, requires measurement of compensation cost for all stock awards at fair value on date of grant and recognition of compensation over the service period for awards expected to vest. The fair value of stock options is determined using the Black-Scholes valuation model and requires the input of subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them (the “expected term”), the estimated volatility of the Company’s common stock price over the expected term and the number of options that will ultimately not complete their vesting requirements (“forfeitures”). As required under the accounting rules, the Company reviews its valuation assumptions at each grant date and, as a result, is likely to change its valuation assumptions used to value employee stock-based awards granted in future periods. The values derived from using the Black-Scholes model are recognized as expense over the vesting period, net of estimated forfeitures. The estimation of stock awards that will ultimately vest requires significant judgment. Actual results, and future changes in estimates, may differ from the Company’s current estimates.

The Company recognized total compensation expense of $3.0 million, with no tax effect, $1.9 million, with no tax effect, and $0.8 million, or $0.5 million after tax, for fiscal 2014, fiscal 2013 and fiscal 2012, respectively.

The total compensation cost related to time-vested stock options and time-based restricted stock awards not yet recognized as of January 31, 2015 is approximately $2.5 million which will be expensed over a weighted average remaining life of approximately 19 months. At January 31, 2015, the Company had $7.1 million of unrecognized compensation expense related to its performance-based stock options and restricted stock. As discussed below in Note F, “Long-Term Performance Share Bonus Plan,” the Company would begin recognizing compensation when achievement of the performance targets becomes probable.

The total fair value of options vested was $1.2 million, $0.1 million and $0.1 million for fiscal 2014, 2013 and 2012, respectively.

The cumulative compensation cost of stock-based awards is treated as a temporary difference for stock-based awards that are deductible for tax purposes. If a deduction reported on a tax return exceeds the cumulative compensation cost for those awards, any resulting realized tax benefit that exceeds the previously recognized deferred tax asset for those awards (the excess tax benefit) is recognized as additional paid-in capital. If the amount deductible is less than the cumulative compensation cost recognized for financial reporting purposes, the write-off of a deferred tax asset related to that deficiency, net of the related valuation allowance, if any, is first offset to the extent of any remaining additional paid-in capital from excess tax benefits from previous awards with the remainder recognized through income tax expense.

Valuation Assumptions for Stock Options

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used for grants in fiscal 2014, 2013 and 2012:

 

 

Fiscal years ended:

 

January 31, 2015

 

 

February 1, 2014

 

 

February 2, 2013

 

Expected volatility

 

 

46.0

%

 

 

52.0

%

 

 

55.0

%

Risk-free interest rate

 

0.79%-0.95%

 

 

0.34%-0.79%

 

 

0.31%-0.67%

 

Expected life (in years)

 

2.6-3.5

 

 

3.0-4.1

 

 

3.0-4.5

 

Dividend rate

 

 

 

 

 

 

 

 

 

Weighted average fair value of options granted

 

$

1.71

 

 

$

2.07

 

 

$

1.46

 

Expected volatilities are based on historical volatilities of the Company’s common stock; the expected life represents the weighted average period of time that options granted are expected to be outstanding giving consideration to vesting schedules and historical exercise patterns; and the risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option.

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for events or changes in circumstances that might indicate the carrying amount of the assets may not be recoverable. The Company assesses the recoverability of the assets by determining whether the carrying value of such assets over their respective remaining lives can be recovered through projected undiscounted future cash flows. The amount of impairment, if any, is measured based on projected discounted future cash flows using a discount rate reflecting the Company’s average cost of funds.

For fiscal 2014 and fiscal 2013, the Company recorded impairment charges of $0.3 million and $1.5 million, respectively, for the write-down of property and equipment.  These impairment charges related to stores where the carrying value exceeded fair value.  The fair value of these assets, based on Level 3 inputs, was determined using estimated discounted cash flows.  The impairment charges are included in Depreciation and Amortization on the Consolidated Statement of Operations for fiscal 2014 and fiscal 2013. There was no impairment of assets in fiscal 2012.

Unredeemed Gift Cards, Gift Certificates, and Credit Vouchers

Upon issuance of a gift card, gift certificate, or credit voucher, a liability is established for its cash value. The liability is relieved and net sales are recorded upon redemption by the customer. Based on our historical redemption patterns, we can reasonably estimate the amount of gift cards, gift certificates, and credit vouchers for which redemption is remote, which is referred to as "breakage."  Breakage is recognized over two years in proportion to historical redemption trends and is recorded as net sales in the Consolidated Statements of Operations. The gift card liability, net of breakage, at both January 31, 2015 and February 1, 2014 was $1.4 million.

Recent Accounting Pronouncements

The Company has reviewed accounting pronouncements and interpretations thereof that have effective dates during the periods reported and in future periods. The Company believes that the following impending standards may have an impact on its future filings. The applicability of any standard will be evaluated by the Company and is still subject to review by the Company.

In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205): Reporting Discontinued Operations and Disclosure of Disposals of Components of an Entity (“ASU 2014-08”). The objective of ASU No. 2014-08 is to clarify the criteria for determining which disposals are required to be presented as discontinued operations and also modifies related disclosure requirements.  A disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results and when the component or group of components meets the criteria to be classified as held for sale, is disposed by sale or is disposed of by other than by sale. The standard is required to be adopted by public business entities in annual periods beginning on or after December 15, 2014, and interim periods within those annual periods. Early adoption is permitted for new disposals beginning in the first quarter of 2014, provided financial statements have not been issued before the release of this standard. The Company did not adopt this standard early and does not believe that there will be any material impact of ASU 2014-08 on its Consolidated Financial Statements in fiscal 2015.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which supersedes the revenue recognition requirements in ASC 605, “Revenue Recognition,” as well as various other sections of the ASC, such as, but not limited to, ASC 340-20, “Other Assets and Deferred Costs - Capitalized Advertising Costs.” The core principle of ASU 2014-09 is that an entity should recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also includes a cohesive set of disclosure requirements that would result in an entity providing users of financial statements with comprehensive information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts with customers. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and is to be applied either retrospectively to each prior reporting period presented or with the cumulative effect recognized at the date of initial adoption as an adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets on the balance sheet). Early adoption is not permitted. The Company does not believe that there will be any material impact of ASU 2014-09 on its Consolidated Financial Statements upon adoption.

In June 2014, FASB issued ASU 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period”. ASU 2014-12 affects entities that grant their employees share-based payments in which terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments in ASU 2014-12 require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. ASU 2014-12 is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period, with earlier adoption permitted. The Company does not believe that there will be any material impact of ASU 2014-12 on its Consolidated Financial Statements upon adoption.

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Property and Equipment
12 Months Ended
Jan. 31, 2015
Property Plant And Equipment [Abstract]
Property and Equipment

B. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at the dates indicated:

 

(in thousands)

 

January 31, 2015

 

 

February 1, 2014

 

Furniture and fixtures

 

$

63,743

 

 

$

55,097

 

Equipment

 

 

16,419

 

 

 

15,470

 

Leasehold improvements

 

 

81,839

 

 

 

64,638

 

Hardware and software

 

 

62,925

 

 

 

55,708

 

Construction in progress

 

 

11,376

 

 

 

11,456

 

 

 

 

236,302

 

 

 

202,369

 

Less: accumulated depreciation

 

 

115,974

 

 

 

99,430

 

Total property and equipment

 

$

120,328

 

 

$

102,939

 

 

Depreciation expense related to continuing operations for fiscal 2014, 2013 and 2012 was $22.9 million, $19.0 million and $13.1 million, respectively.

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Debt Obligations
12 Months Ended
Jan. 31, 2015
Debt Disclosure [Abstract]
Debt Obligations

C. DEBT OBLIGATIONS

Credit Agreement with Bank of America, N.A.

On October 30, 2014, the Company amended its credit facility with Bank of America, N.A., effective October 29, 2014, by executing the Second Amendment to the Sixth Amended and Restated Loan and Security Agreement (as amended, the “Credit Facility”).

The Credit Facility provides for $125 million in committed borrowings. The Credit Facility includes, pursuant to an accordion feature, the ability to increase the Credit Facility by an additional $50 million upon the request of the Company and the agreement of the lender(s) participating in the increase. The Credit Facility includes a sublimit of $20 million for commercial and standby letter of credits and a sublimit of up to $15 million for swingline loans. The Company’s ability to borrow under the Credit Facility is determined using an availability formula based on eligible assets. The maturity date of the Credit Facility is October 29, 2019. The Company’s obligations under the Credit Facility are secured by a lien on substantially all of its assets, excluding (i) a first priority lien held by the lenders of the Term Loan Facility, as described below, on certain equipment of the Company and (ii) intellectual property.

At January 31, 2015, the Company had outstanding borrowings under the Credit Facility of $19.4 million. Outstanding standby letters of credit were $0.9 million and documentary letters of credit were $2.2 million. Unused excess availability at January 31, 2015 was $77.9 million. Average monthly borrowings outstanding under the Credit Facility during fiscal 2014 were $31.7 million, resulting in an average unused excess availability of approximately $66.7 million. The Company’s ability to borrow under the Credit Facility is determined using an availability formula based on eligible assets, with increased advance rates based on seasonality. Pursuant to the terms of the Credit Facility, if the Company’s excess availability under the Credit Facility fails to be equal to or greater than the greater of (i) 10% of the Loan Cap (as defined below) and (ii) $7.5 million, then the Company will be required to maintain a minimum consolidated fixed charge coverage ratio of 1.0:1.0 in order to pursue certain transactions, including but not limited to, stock repurchases, payment of dividends and business acquisitions. Under the Credit Facility, the Loan Cap is the lesser of the revolving credit commitments or the borrowing base at the relevant measurement time.

Borrowings made pursuant to the Credit Facility will bear interest at a rate equal to the base rate (determined as the highest of (a) Bank of America N.A.’s prime rate, (b) the Federal Funds rate plus 0.50% or (c) the annual ICE-LIBOR rate (“LIBOR”) for the respective interest period) plus a varying percentage, based on the Company’s borrowing base, of 0.50%-0.75% for prime-based borrowings and 1.50%-1.75% for LIBOR-based borrowings. The Company is also subject to an unused line fee of 0.25%. At January 31, 2015, the Company’s prime-based interest rate was 3.75%.

At January 31, 2015, the Company had approximately $15.0 million of its outstanding borrowings in a LIBOR-based contract with an interest rate of 1.64%. The LIBOR-based contract expired February 5, 2015. When a LIBOR-based borrowing expires, the borrowings revert back to prime-based borrowings unless the Company enters into a new LIBOR-based borrowing arrangement.

The fair value of the amount outstanding under the Credit Facility at January 31, 2015 approximated the carrying value.

Long-Term Debt

Components of long-term debt are as follows:

 

(in thousands)

 

January 31, 2015

 

 

February 1, 2014

 

Equipment financing notes

 

$

19,390

 

 

$

16,706

 

Term loan, due 2019

 

 

14,750

 

 

 

 

Total long-term debt

 

 

34,140

 

 

 

16,706

 

Less: current portion of long-term debt

 

 

7,489

 

 

 

4,561

 

Long-term debt, net of current portion

 

$

26,651

 

 

$

12,145

 

 

Equipment Financing Loans

Pursuant to a Master Loan and Security Agreement with Banc of America Leasing & Capital, LLC, dated July 20, 2007 and amended September 30, 2013 (the “Master Agreement”), the Company has entered into twelve equipment security notes (in aggregate, the “Notes”). The Company borrowed an aggregate of $26.4 million between September 2013 and June 2014, of which $8.9 million was borrowed during fiscal 2014. The Notes are for a term of 48 months and accrue interest at fixed rates ranging from 3.07% and 3.50%. Principal and interest are paid monthly, in arrears.

The Notes are secured by a security interest in all of the Company’s rights, title and interest in and to certain equipment. The Company is subject to a prepayment penalty equal to 1% of the prepaid principal of the Notes until the first anniversary, 0.5% of the prepaid principal from the first anniversary until the second anniversary and no prepayment penalty thereafter. The Master Agreement includes default provisions that are customary for financings of this type and are similar and no more restrictive than the Company’s existing Credit Facility.

Term Loan

On October 30, 2014, the Company entered into a term loan agreement with respect to a new $15 million senior secured term loan facility with Wells Fargo Bank, National Association as administrative and collateral agent (the “Term Loan Facility”). The effective date of the Term Loan Facility was October 29, 2014 (the “Effective Date”). The proceeds from the Term Loan Facility were used to repay borrowings under the Credit Facility.

The Term Loan Facility bears interest at a rate per annum equal to the greater of (a) 1.00% and (b) the one month LIBOR rate, plus 6.50%. Interest payments are payable on the first business day of each calendar month, and increase by 2% following the occurrence and during the continuance of an “event of default,” as defined in the Term Loan Facility. The Term Loan Facility provides for quarterly principal payments on the first business day of each calendar quarter, which commenced the first business day of January 2015, in an aggregate principal amount equal to $250,000, subject to adjustment, with the balance payable on the termination date.

The Term Loan Facility includes usual and customary mandatory prepayment provisions for transactions of this type that are triggered by the occurrence of certain events. In addition, the amounts advanced under the Term Loan Facility can be optionally prepaid in whole or part. All prepayments are subject to an early termination fee in the amount of: (a) 4% of the amount prepaid if the prepayment is prior to the first anniversary of the Effective Date; (b) 2% of the amount prepaid if the prepayment is after the first anniversary, but prior to the second anniversary, of the Effective Date; and (c) 1% of the amount prepaid if the prepayment is after the second anniversary, but prior to the third anniversary, of the Effective Date. There is no prepayment penalty after the third anniversary of the Effective Date.

The Term Loan Facility matures on October 29, 2019. It is secured by a first priority lien on certain equipment of the Company, and a second priority lien on substantially all of the remaining assets of the Company, excluding intellectual property.

Long-term debt maturities

Annual maturities of long-term debt for the next five fiscal years are as follows:

 

 

 

(in thousands)

 

Fiscal 2015

 

$

7,489

 

Fiscal 2016

 

 

7,312

 

Fiscal 2017

 

 

7,088

 

Fiscal 2018

 

 

1,501

 

Fiscal 2019

 

 

10,750

 

The Company paid interest and fees totaling $2.7 million, $1.4 million and $0.5 million for fiscal 2014, 2013 and fiscal 2012, respectively.

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Income Taxes
12 Months Ended
Jan. 31, 2015
Income Tax Disclosure [Abstract]
Income Taxes

D. INCOME TAXES

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. Under ASC Topic 740, deferred tax assets and liabilities are recognized based on temporary differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The accounting regulation requires current recognition of net deferred tax assets to the extent it is more likely than not such net assets will be realized. To the extent that the Company believes its net deferred tax assets will not be realized, a valuation allowance must be recorded against those assets.

In the fourth quarter of fiscal 2013, the Company entered into a three-year cumulative loss position and based on forecasts at that time, the Company expected the cumulative three-year loss to increase as of the end of fiscal 2014. Management determined that this represented significant negative evidence at February 1, 2014. While the Company has projected it will return to profitability, generate taxable income and ultimately emerge from a three-year cumulative loss, based on a consideration of all positive and negative evidence as of February 1, 2014, the Company recorded a charge of $51.3 million to establish a full allowance against its net deferred tax assets. Based on operating results for fiscal 2014 and the Company’s forecast for fiscal 2015, the Company believes that a full allowance remains appropriate at this time.  Realization of the Company’s deferred tax assets, which relate principally to federal net operating loss carryforwards, which expire from 2022 through 2034, is dependent on generating sufficient taxable income in the near term.

As of January 31, 2015, the Company had net operating loss carryforwards of $130.5 million for federal income tax purposes and $68.3 million for state income tax purposes that are available to offset future taxable income through fiscal year 2034. Additionally, the Company has alternative minimum tax credit carryforwards of $2.3 million, which are available to further reduce income taxes over an indefinite period. Additionally, the Company has $0.1 million and $2.4 million of net operating loss carryforwards related to the Company’s operations in the Hong Kong and Canada, respectively, though both are expected to expire largely unutilized.

The utilization of net operating loss carryforwards and the realization of tax benefits in future years depends predominantly upon having taxable income. Under the provisions of the Internal Revenue Code, certain substantial changes in the Company’s ownership may result in a limitation on the amount of net operating loss carryforwards and tax credit carryforwards which may be used in future years.

Included in the net operating loss carryforwards for both federal and state income tax is approximately $13.3 million relating to stock compensation deductions, the tax benefit from which, if realized, will be credited to additional paid-in capital.

The components of the net deferred tax assets as of January 31, 2015 and February 1, 2014 are as follows (in thousands):

 

 

 

January 31, 2015

 

 

February 1, 2014

 

 

 

 

 

 

 

 

 

 

Deferred tax assets, current:

 

 

 

 

 

 

 

 

Inventory reserves

 

$

2,602

 

 

$

2,911

 

Accrued Expenses and other

 

 

5,035

 

 

 

3,378

 

Gain on sale-leaseback

 

 

574

 

 

 

579

 

Valuation allowance (1)

 

 

(8,211

)

 

 

(6,868

)

Net deferred tax assets, current

 

$

-

 

 

$

-

 

 

 

 

 

 

 

 

 

 

Deferred tax assets, non-current:

 

 

 

 

 

 

 

 

Gain on sale-leaseback

 

 

5,745

 

 

 

6,368

 

Lease accruals

 

 

5,257

 

 

 

4,544

 

Net operating loss carryforward

 

 

46,048

 

 

 

38,082

 

Capital loss carryforward

 

 

3,021

 

 

 

3,162

 

Foreign tax credit carryforward

 

 

907

 

 

 

852

 

Federal wage tax credit carryforward

 

 

361

 

 

 

270

 

State tax credits

 

 

95

 

 

 

75

 

Unrecognized loss on foreign exchange

 

 

196

 

 

 

117

 

Unrecognized loss on pension and pension expense

 

 

3,840

 

 

 

2,585

 

Alternative minimum tax credit carryforward

 

 

2,292

 

 

 

2,292

 

Excess of tax over book depreciation/amortization

 

 

(21,170

)

 

 

(17,518

)

Goodwill and intangibles

 

 

5,768

 

 

 

7,656

 

Subtotal

 

$

52,360

 

 

$

48,485

 

Valuation allowance (1)

 

 

(52,360

)

 

 

(48,485

)

Net deferred tax assets, non-current

 

$

-

 

 

$

-

 

 

 

 

 

 

 

 

 

 

Deferred tax liability, non-current:

 

 

 

 

 

 

 

 

Goodwill and intangibles

 

$

(91

)

 

$

-

 

Deferred tax liability, non-current

 

$

(91

)

 

$

-

 

(1)

For fiscal 2014, the Company had total deferred tax assets of $81.7 million, total deferred tax liabilities of $21.2 million and a valuation allowance of $60.6 million.

The provision for income taxes from continuing operations consists of the following:

 

 

 

FISCAL YEARS ENDED

 

 

 

January 31, 2015

 

 

February 1, 2014

 

 

February 2, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

Current:

 

 

 

 

 

 

 

 

 

 

 

 

Federal and state

 

$

97

 

 

$

77

 

 

$

96

 

Foreign

 

 

55

 

 

 

66

 

 

 

64

 

 

 

 

152

 

 

 

143

 

 

 

160

 

Deferred:

 

 

 

 

 

 

 

 

 

 

 

 

Federal and state

 

 

91

 

 

 

45,518

 

 

 

5,084

 

Foreign

 

 

 

 

 

 

 

 

 

 

 

 

91

 

 

 

45,518

 

 

 

5,084

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total provision (2)

 

$

243

 

 

$

45,661

 

 

$

5,244

 

(2)

There was no benefit or provision recognized on the loss from discontinued operations for fiscal 2014, fiscal 2013 or fiscal 2012.

The following is a reconciliation between the statutory and effective income tax rates in dollars for the provision for income tax from continuing operations:

 

 

 

FISCAL YEARS ENDED

 

 

 

January 31, 2015

 

 

February 1, 2014

 

 

February 2, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

Federal income tax at the statutory rate

 

$

(3,827

)

 

$

(5,108

)

 

$

4,632

 

State income and other taxes, net of federal tax benefit

 

 

(72

)

 

 

(810

)

 

 

631

 

Permanent items

 

 

141

 

 

 

171

 

 

 

209

 

Change in uncertain tax provisions

 

 

 

 

 

 

 

 

 

Charge/(income) for valuation allowance

 

 

4,034

 

 

 

52,463

 

 

 

(1

)

Other, net

 

 

(33

)

 

 

(1,055

)

 

 

(227

)

Provision for income tax from continuing operations

 

$

243

 

 

$

45,661

 

 

$

5,244

 

As discussed in Note A, the Company’s financial statements reflect the expected future tax consequences of uncertain tax positions that the Company has taken or expects to take on a tax return, based solely on the technical merits of the tax position.  The liability for unrecognized tax benefits at January 31, 2015 was approximately $3.1 million, and is associated with a prior tax position related to exiting the Company’s direct business in Europe during fiscal 2013.  The amount of unrecognized tax benefits has been presented as a reduction in the reported amounts of our federal and state NOL carryforwards. No penalties or interest have been accrued on this liability because the carryforwards have not yet been utilized.  The reversal of this liability would result in a tax benefit being recognized in the period in which the Company determines the liability is no longer necessary.  At January 31, 2015, the Company had no material unrecognized tax benefits based on the provisions of ASC 740.

The Company made tax payments of $0.1 million, $0.2 million and $0.5 million for fiscal years 2014, 2013 and 2012, respectively.

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Commitments and Contingencies
12 Months Ended
Jan. 31, 2015
Commitments And Contingencies Disclosure [Abstract]
Commitments and Contingencies

E. COMMITMENTS AND CONTINGENCIES

At January 31, 2015, the Company was obligated under operating leases covering store and office space, automobiles and certain equipment for future minimum rentals and a non-merchandise purchase agreement as follows:

 

 

 

Total

 

FISCAL YEAR

 

(in millions)

 

Fiscal 2015

 

$

53.2

 

Fiscal 2016

 

 

46.6

 

Fiscal 2017

 

 

39.5

 

Fiscal 2018

 

 

35.3

 

Fiscal 2019

 

 

31.7

 

Thereafter

 

 

120.8

 

 

 

$

327.1

 

In addition to future minimum rental payments, many of the store leases include provisions for common area maintenance, mall charges, escalation clauses and additional rents based on a percentage of store sales above designated levels. The store leases are generally 5 to 10 years in length and contain renewal options extending their terms by 5 to 10 years.

Amounts charged to operations for all occupancy costs, automobile and leased equipment expense were $56.8 million, $57.8 million and $54.9 million for fiscal 2014, fiscal 2013 and fiscal 2012, respectively.

In fiscal 2006, as part of a sale-leaseback transaction with a subsidiary of Spirit Finance Corp. (“Spirit”), the Company entered into a twenty-year lease agreement (the “Lease Agreement”) for its corporate headquarters and distribution center whereby the Company agreed to lease the property it sold to Spirit back for an annual rent of $4.6 million. The Company realized a gain of approximately $29.3 million on the sale of this property, which has been deferred and is being amortized over the initial 20 years of the related lease agreement. At the end of the initial term, the Company will have the opportunity to extend the Lease Agreement for six additional successive periods of five years. In addition, on February 1, 2011, the fifth anniversary of the Lease Agreement and for every fifth anniversary thereafter, the base rent will be subject to a rent increase not to exceed the lesser of 7% or a percentage based on changes in the Consumer Price Index. The Company’s current annual rent of $5.1 million will be offset each lease year by $1.5 million related to the amortization of this deferred gain. This lease commitment, excluding the impact of the gain, is included in the above table of expected future minimum rentals obligations.

During the fourth quarter of fiscal 2013, the Company incurred a charge of approximately $2.3 million for the accrual of severance payments and related legal costs for the former chief financial officer, reduced by the effect of forfeitures of previously expensed unvested restricted stock award costs. At January 31, 2015, approximately $1.0 million of the $2.3 million remains outstanding.

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Long-Term Performance Share Bonus Plan
12 Months Ended
Jan. 31, 2015
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Long-Term Performance Share Bonus Plan

F. LONG-TERM PERFORMANCE SHARE BONUS PLAN

The Company’s 2013-2016 Destination XL Group, Inc. Long-Term Incentive Plan (the “2013-2016 LTIP”) was approved in the second quarter of fiscal 2013.  Pursuant to the terms of the 2013-2016 LTIP, on the date of grant, each participant was granted an unearned and unvested award equal in value to four times his/her annual salary multiplied by the applicable long-term incentive program percentage, which is 100% for the Company’s Chief Executive Officer, 70% for its senior executives and 50% for other participants in the plan, which the Company refers to as the “Projected Benefit Amount.” Each participant was granted 50% of the Projected Benefit Amount in shares of restricted stock, 25% in stock options and the remaining 25% in cash. All shares were granted from the Company’s 2006 Incentive Compensation Plan.

Of the total Projected Benefit Amount, 50% is subject to time-based vesting and 50% is subject to performance-based vesting. The time-vested portion of the award (half of the shares of restricted stock, options and cash) vests in three installments with 20% of the time-vested portion having vested at the end of fiscal 2014, 40% to vest at the end of fiscal 2015 and the remaining 40% vesting at the end of fiscal 2016.

For the performance-based portion of the award to vest, the Company must achieve, during any rolling four fiscal quarter period that ends on or before the end of fiscal 2015, revenue of at least $550 million and have an operating margin of not less than 8.0%. In the event that the Company achieves its target of $550 million in revenue with an operating margin of not less than 8.0% during any rolling fiscal four quarters prior to fiscal 2016, then the total Projected Benefit Amount vests in full.

If the targets for vesting of the performance-based portion of the award are not met by the end of fiscal 2015, then the performance-based target can still be met in fiscal 2016. In fiscal 2016, the Company must achieve revenue of at least $600 million and an operating margin of not less than 8.0% for the participants to receive 100% vesting of the performance-based portion of the Projected Benefit Amount. If the Company does not meet the performance target at the end of fiscal 2016, but the Company is able to achieve revenue equal to or greater than $510 million at the end of fiscal 2016 and the operating margin is not less than 8.0%, then the participants will receive a pro-rata portion of the performance-based award based on minimum sales of $510 million (50% payout) and $600 million (100% payout).

Assuming the Company achieves the performance target and 100% of the Projected Benefit Amount vests, excluding estimated forfeitures, the total potential value of all awards over this four-year period, as of January 31, 2015, would be approximately $19.4 million. Approximately $9.7 million of the $19.4 million relates to the time-vested awards, which is being expensed over forty-four months, based on the respective vesting dates. The remaining $9.7 million of compensation expense is for performance awards and because the performance targets were not deemed probable at January 31, 2015, no compensation expense for the performance-based awards has been recognized through fiscal 2014. However, as a result of four terminations during fiscal 2014, the Company did recognize additional stock compensation expense of approximately $0.2 million related to the partial pro-rata vesting of the performance awards that each former employee was entitled to pursuant to the terms of the 2013-2016 LTIP. In total, 20,850 shares of performance-related restricted stock vested and performance-related options to purchase 25,382 shares of common stock vested as a result of such terminations.

2016 Long-Term Incentive Wrap-Around Plan

On November 7, 2014, the Company’s Compensation Committee of the Company’s Board of Directors approved the 2016 Long-Term Incentive Wrap-Around Plan (the “Wrap-Around Plan”). The Wrap-Around Plan is a supplemental performance-based incentive plan that is only effective if there is no vesting of the performance-based awards under the 2013-2016 LTIP and, as a result, all performance-based awards under the 2013-2016 LTIP are forfeited. Under the Wrap-Around Plan, if the target level performance metrics for fiscal 2016 are met, participants will be eligible to receive a payout equal to 80% of the dollar value of the performance-based compensation they were eligible to receive under the 2013-2016 LTIP. If the target level performance metrics for fiscal 2016 under the Wrap-Around Plan are exceeded, the greatest payout that participants will be eligible to receive is 100% of the dollar value of the performance-based compensation they were eligible to receive under the 2013-2016 LTIP. Any award earned will be paid 50% in cash and 50% in shares of restricted stock.

The performance target under the Wrap-Around Plan consists of two metrics, Sales and EBITDA, with threshold (50%), target (80%) and maximum (100%) payout levels. Each metric is weighted as 50% of the total performance target. However, in order for there to be any payout under either metric, EBITDA for fiscal 2016 must be equal to or greater than the minimum threshold.

The Wrap-Around Plan also provides for an opportunity to receive additional shares of restricted stock if the performance targets are achieved and the Company’s closing stock price is $6.75 or higher on the day earnings for fiscal 2016 are publicly released. If the Company’s stock price is $6.75, the 50% payout in restricted shares will be increased by 20% and if the stock price is $7.25 or higher, the 50% payout in restricted shares will be increased by 30%, with a pro-rata payout between $6.75 and $7.25. All awards granted pursuant to the Wrap-Around Plan will not vest until the last day of the second quarter of fiscal 2017.

Assuming that the Company achieves the performance target at target levels under the Wrap-Around Plan, and further assuming that the Company’s stock price is greater than $7.25, at the time the Company’s earnings are publicly released, the compensation expense associated with this Wrap-Around Plan is estimated to be approximately $8.7 million.  However, because the performance targets under the Wrap-Around Plan were not deemed probable at January 31, 2015, no compensation expense for the performance-based awards has been recognized through the end of fiscal 2014.

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Stock Options and Restricted Stock
12 Months Ended
Jan. 31, 2015
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Stock Options and Restricted Stock

G. STOCK OPTIONS AND RESTRICTED STOCK

The Company has one active stock-based compensation plan: the 2006 Incentive Compensation Plan (as amended and restated effective as of August 1, 2013, the “2006 Plan”). Under the terms of the 2006 Plan, up to 7,250,000 shares of common stock are available for the granting of awards; provided, however, that the maximum number of those shares that may be subject to the granting of awards other than stock options and stock appreciation rights cannot exceed 4,250,000 shares. The terms of the 2006 Plan provide for grants of stock options, stock appreciation rights, restricted stock, deferred stock, other stock-related awards and performance awards that may be settled in cash, stock or other property.

The 2006 Plan is administered by the Compensation Committee, all of the members of which are non-employee directors who qualify as independent under the listing standards of the Nasdaq Global Select Market. The Compensation Committee is authorized to make all determinations with respect to amounts and conditions covering awards. Options are not granted at a price less than fair value on the date of the grant. Options granted to employees and executives typically vest over three years and options granted to non-employee directors vest over two years. Generally, options expire ten years from the date of grant.

2006 Plan—Stock Option and Restricted Share Award Activity

Stock Option Activity

The following table summarizes stock option activity under the 2006 Plan for fiscal 2014:

 

 

 

Number of

Shares

 

 

Weighted-average

exercise price

per option

 

 

Weighted-average

remaining

contractual term

 

Aggregate

intrinsic value

 

Stock Options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding options at beginning of year

 

 

2,721,569

 

 

$

4.95

 

 

 

 

 

 

 

Options granted

 

 

170,596

 

 

$

5.29

 

 

 

 

 

 

 

Options canceled

 

 

(118,139

)

 

$

4.32

 

 

 

 

 

 

 

Options exercised

 

 

(26,224

)

 

$

4.69

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding options at end of year

 

 

2,747,802

 

 

$

4.97

 

 

7.9 years

 

$

457,575

 

Options exercisable at end of year

 

 

607,628

 

 

$

4.77

 

 

6.4 years

 

$

309,799

 

Vested and expected to vest at end of year

 

 

1,585,755

 

 

$

4.91

 

 

7.6 years

 

$

411,863

 

The intrinsic value of options exercised was immaterial for fiscal 2014.  The intrinsic value of options exercised in fiscal 2013 was $23,700.

Restricted Share Activity

The following table summarizes activity for non-vested shares (“restricted shares”) under the 2006 Plan for fiscal 2014:

 

 

 

Number of

Shares

 

 

Weighted-average

grant-date

fair value (1)

 

Restricted Shares

 

 

 

 

 

 

 

 

Restricted shares outstanding at beginning of year

 

 

2,017,940

 

 

$

5.01

 

Restricted shares granted

 

 

115,166

 

 

$

5.31

 

Deferred shares granted (2)

 

 

11,238

 

 

$

5.22

 

Restricted shares vested

 

 

(352,848

)

 

$

4.77

 

Restricted shares canceled

 

 

(94,968

)

 

$

5.00

 

 

 

 

 

 

 

 

 

 

Restricted and Deferred shares outstanding at end of year

 

 

1,696,528

 

 

$

5.09

 

 

(1)

The fair value of a restricted share is equal to the Company’s closing stock price on the date of grant.

(2)

During fiscal 2014, the Company granted 11,238 shares of deferred stock, with a fair value of approximately $58,643, to a director as compensation in lieu of cash and in accordance with his irrevocable election.  The shares of deferred stock, which have no continued service requirement, will vest three years from the date of grant.  The Company recognized compensation expense in full on the date of grant.

Approximately $6.4 million of the total unrecognized stock compensation cost of $9.7 million is related to restricted shares unvested at January 31, 2015. Approximately $4.7 million of the $6.4 million of unrecognized stock compensation is tied to performance-based awards, which were not deemed probable at January 31, 2015. The remaining $1.7 million of unrecognized stock compensation is tied to time-based awards and is expected to be recognized over a weighted-average period of 17.3 months.

Share Availability Under the 2006 Plan

At January 31, 2015, the Company has 1,122,627 shares available for future grant under the 2006 Plan. Of this amount, 1,015,286 shares remain available for awards other than options and stock appreciation rights.

1992 Plan—Stock Option Activity-

Grants still remain outstanding under the Company’s previous 1992 Stock Incentive Plan (as amended, the “1992 Plan”). As a result of the adoption of the 2006 Plan, however, no further grants can be made under the 1992 Plan. The following table summarizes stock option activity under the 1992 Plan for fiscal 2014:

 

 

 

Number of

Shares

 

 

Weighted-average

exercise price

per option

 

 

Weighted-average

remaining

contractual term

 

Aggregate

intrinsic value (1)

 

Stock Options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding options at beginning of year

 

 

911,775

 

 

$

6.82

 

 

 

 

 

 

 

Options granted

 

 

 

 

 

 

 

 

 

 

 

 

Options canceled

 

 

(686,775

)

 

$

6.77

 

 

 

 

 

 

 

Options exercised (1)

 

 

(7,500

)

 

$

5.67

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding options at end of year

 

 

217,500

 

 

$

7.01

 

 

0.3 years

 

 

 

Options exercisable at end of year

 

 

217,500

 

 

$

7.01

 

 

0.3 years

 

 

 

Vested and expected to vest at end of year

 

 

217,500

 

 

$

7.01

 

 

0.3 years

 

 

 

 

(1)

The majority of outstanding options were out-of-the-money at January 31, 2015; therefore, the intrinsic value was immaterial.

The total intrinsic value of options exercised was immaterial for fiscal 2014 and $182,900 for fiscal 2013.

Non-Employee Director Compensation Plan

In January 2010, the Company established a Non-Employee Director Stock Purchase Plan to provide a convenient method for its non-employee directors to acquire shares of the Company’s common stock at fair market value by voluntarily electing to receive shares of common stock in lieu of cash for service as a director. The substance of this plan is now encompassed within the Company’s Amended and Restated Non-Employee Director Compensation Plan.

Beginning in fiscal 2015, the non-employee directors are required to take 50% of their annual retainer, which is paid quarterly, in equity.  Any shares of stock, deferred stock or stock options issued to a director as part of this 50% requirement will be issued from the Company’s 2006 Plan. Only discretionary elections of equity will be issued from the Non-Employee Director Compensation Plan.

The following shares of common stock, with the respective fair value, were issued to its non-employee directors as compensation for fiscal 2014, fiscal 2013 and fiscal 2012:

 

 

 

Number of shares of

common stock issued

 

 

Fair value of

common stock issued

 

Fiscal 2014

 

 

40,910

 

 

$

213,749

 

Fiscal 2013

 

 

43,541

 

 

$

255,884

 

Fiscal 2012

 

 

31,707

 

 

$

123,976

 

 

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Related Parties
12 Months Ended
Jan. 31, 2015
Related Party Transactions [Abstract]
Related Parties

H. RELATED PARTIES

Seymour Holtzman and Jewelcor Management, Inc.

Seymour Holtzman, the Executive Chairman of the Company’s Board of Directors (the “Board”), is the chairman, chief executive officer and president and, together with his wife, indirectly, the majority shareholder of Jewelcor Management, Inc. (“JMI”). Mr. Holtzman, who was initially appointed Chairman of the Board in April 2000, is the beneficial holder of approximately 9.8% of the outstanding common stock of the Company at January 31, 2015.

From October 1999 through August 7, 2014, the Company had an ongoing consulting agreement with JMI to provide the Company with services as may be agreed upon, from time to time, between JMI and the Company (the “Consulting Agreement”). In connection with the execution of the Employment and Chairman Compensation Agreement discussed below, on August 7, 2014, the Company terminated the Consulting Agreement. Prior to the execution of the Employment and Chairman Compensation Agreement and through August 7, 2014, Mr. Holtzman was primarily compensated by the Company for his services pursuant to this Consulting Agreement. Under the terms of the Consulting Agreement at the time of its termination, Mr. Holtzman was entitled to receive annual consulting compensation of $372,750 and a salary of $24,000.

On August 7, 2014, the Company entered into an Employment and Chairman Compensation Agreement with Mr. Holtzman. Pursuant to the terms of the agreement, Mr. Holtzman serves as both an employee of the Company, reporting to the Board, and, in his capacity as Chairman of the Board, as Executive Chairman, with the duties of the Chairman of the Board as set forth in the Company’s Third Amended and Restated By-Laws. The initial term of the agreement is for two years. Commencing August 7, 2015, the agreement can be automatically extended for an additional one-year term on each anniversary date. As compensation for the employment services, Mr. Holtzman receives an annual base salary of $24,000 and, as compensation for his services as Executive Chairman, Mr. Holtzman receives annual compensation of $372,750.

John E. Kyees

John Kyees, a director of the Company since 2010, was appointed and served as the Company’s interim Chief Financial Officer from February 2, 2014 through May 31, 2014. Pursuant to an employment agreement, Mr. Kyees was entitled to receive compensation at a rate of $3,000 per day plus benefits and reimbursement for all business and travel expenses. Mr. Kyees was also eligible to participate in the Company’s annual incentive program for the period in which he served as interim Chief Financial Officer.  For fiscal 2014, Mr. Kyees earned total compensation from the Company of $389,920 for services he provided as interim Chief Financial Officer.

 

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Employee Benefit Plans
12 Months Ended
Jan. 31, 2015
Postemployment Benefits [Abstract]
Employee Benefit Plans

I. EMPLOYEE BENEFIT PLANS

The Company accounts for its employee benefit plans in accordance with ASC Topic 715 Compensation – Retirement Benefits. ASC Topic 715 requires an employer to: (a) recognize in its statement of financial position an asset for a plan’s over-funded status or a liability for a plan’s under-funded status; (b) measure a plan’s assets and its obligations that determine its funded status as of the end of the employer’s fiscal year (with limited exceptions); and (c) recognize changes in the funded status of a defined benefit postretirement plan in the year in which the changes occur.

These amounts will be subsequently recognized as net periodic pension cost pursuant to the Company’s historical accounting policy for amortizing such amounts. Further, actuarial gains and losses that arise in subsequent periods and are not recognized as net periodic pension cost in the same periods will be recognized as a component of accumulated other comprehensive items. The amortization of the unrecognized loss included in accumulated other comprehensive income (loss) and expected to be recognized in net periodic pension cost in fiscal 2015 is $943,000.

Noncontributory Pension Plan

In connection with the Casual Male acquisition, the Company assumed the assets and liabilities of the Casual Male Noncontributory Pension Plan “Casual Male Corp. Retirement Plan”, which was previously known as the J. Baker, Inc. Qualified Plan (the “Pension Plan”). Casual Male Corp. froze all future benefits under this plan on May 1, 1997.

The following table sets forth the Pension Plan’s funded status at January 31, 2015 and February 1, 2014:

 

 

 

January 31,

2015

 

 

February 1,

2014

 

 

 

in thousands

 

Change in benefit obligation:

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

15,685

 

 

$

16,154

 

Benefits and expenses paid

 

 

(623

)

 

 

(587

)

Interest costs

 

 

669

 

 

 

651

 

Settlements

 

 

(226

)

 

 

(17

)

Actuarial (gain) loss

 

 

3,422

 

 

 

(516

)

 

 

 

 

 

 

 

 

 

Balance at end of year

 

$

18,927

 

 

$

15,685

 

 

 

 

 

 

 

 

 

 

Change in fair value of plan assets

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

12,625

 

 

$

11,813

 

Actual return on plan assets

 

 

701

 

 

 

995

 

Employer contributions

 

 

468

 

 

 

421

 

Settlements

 

 

(226

)

 

 

(17

)

Benefits and expenses paid

 

 

(623

)

 

 

(587

)

 

 

 

 

 

 

 

 

 

Balance at end of period

 

$

12,945

 

 

$

12,625

 

 

 

 

 

 

 

 

 

 

Reconciliation of Funded Status

 

 

 

 

 

 

 

 

Projected benefit obligation

 

$

18,927

 

 

$

15,685

 

Fair value of plan assets

 

 

12,945

 

 

 

12,625

 

Unfunded Status

 

$

(5,982

)

 

$

(3,060

)

 

 

 

 

 

 

 

 

 

Balance Sheet Classification

 

 

 

 

 

 

 

 

Other long-term liabilities

 

$

5,982

 

 

$

3,060

 

Total plan expense and other amounts recognized in accumulated other comprehensive loss for the years ended January 31, 2015, February 1, 2014 and February 2, 2013 include the following components:

 

 

 

January 31, 2015

 

 

February 1, 2014

 

 

February 2, 2013