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Certain store leases provide for contingent rent payments based on a percentage of retail sales over contractual levels. Some of our leases include variable payments for maintenance, taxes and insurance.24000005500000Settles in cash ranging from zero to a maximum of twice the number of target units awarded multiplied by the fair market value of one share of our common stock on the vesting date.Converts to common stock (unless otherwise determined by our Board of Directors, or its Compensation Committee) ranging from zero to a maximum of twice the number of granted shares outstanding on the vesting date.517500051750005175000Non-cash pension settlement charges were recognized as a result of lump sum distributions exceeding interest cost for the nine months ended November 2, 2019 and November 3, 2018, respectively.Includes adjustments related to deferred revenue, estimated sales returns, breakage income, shipping and miscellaneous revenues, which are not allocated to merchandise categories.Related to the adoption of the new lease accounting standard. 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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

Form 10-Q

(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 2, 2019

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

For the transition period from ______ to ______

Commission File Number 1-14035

Stage Stores, Inc.
(Exact name of registrant as specified in its charter)
Nevada
 
91-1826900
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
 
 
2425 West Loop South
 
77027
Houston,
Texas
 
(Zip Code)
(Address of principal executive offices)
 
 

(800) 579-2302
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock ($0.01 par value)
SSI
New York Stock Exchange

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 every Interactive Data File required to be submitted 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 such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
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 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

As of December 4, 2019, there were 28,911,336 shares of the registrant’s common stock outstanding.



TABLE OF CONTENTS
 
 
 
 
 
 
 
 
Page No.
Item 1.
 
 
 
 
 
November 2, 2019, February 2, 2019 and November 3, 2018
4
 
 
 
 
Three and Nine Months Ended November 2, 2019 and November 3, 2018
5
 
 
 
 
Nine Months Ended November 2, 2019 and November 3, 2018
6
 
 
 
 
Three and Nine Months Ended November 2, 2019 and November 3, 2018
7
 
9
Item 2.
27
Item 3.
36
Item 4.
36
 
 
 
 
 
 
 
 
 
Item 1.
36
Item 1A.
37
Item 2.
38
Item 3.
39
Item 4.
39
Item 5.
39
Item 6.
39
 
 
 
 
 
40





PART I – FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS
Stage Stores, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except par value)
(Unaudited)
 
 
 
 
 
 
 
November 2, 2019
 
February 2, 2019
 
November 3, 2018
ASSETS
 
 
 
 
 
Cash and cash equivalents
$
26,268

 
$
15,830

 
$
25,825

Merchandise inventories, net
581,495

 
424,555

 
602,283

Prepaid expenses and other current assets
43,754

 
52,518

 
47,181

Total current assets
651,517

 
492,903

 
675,289

 
 
 
 
 
 
Property, equipment and leasehold improvements, net of accumulated depreciation of $778,376, $733,366 and $736,014, respectively
181,716

 
224,803

 
229,942

Operating lease assets
319,036

 

 

Intangible assets
1,900

 
2,225

 
17,135

Other non-current assets, net
19,544

 
24,230

 
23,152

Total assets
$
1,173,713

 
$
744,161

 
$
945,518

 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 

 
 

 
 
Accounts payable
$
176,304

 
$
106,825

 
$
190,070

Current portion of debt obligations
5,000

 
4,812

 
3,555

Current portion of operating lease liabilities
75,709

 

 

Accrued expenses and other current liabilities
86,767

 
65,715

 
80,320

Total current liabilities
343,780


177,352

 
273,945

 
 
 
 
 
 
Long-term debt obligations
360,123

 
250,294

 
345,840

Long-term operating lease liabilities
275,604

 

 

Other long-term liabilities
30,703

 
61,990

 
62,809

Total liabilities
1,010,210


489,636

 
682,594

 
 
 
 
 
 
Commitments and contingencies


 


 



 

 
 

 
 
Common stock, par value $0.01, 100,000 shares authorized, 34,076, 33,469 and 33,458 shares issued, respectively
341

 
335

 
335

Additional paid-in capital
426,606

 
423,535

 
422,539

Treasury stock, at cost, 5,175 shares, respectively
(44,444
)
 
(43,579
)
 
(43,527
)
Accumulated other comprehensive loss
(6,566
)
 
(5,857
)
 
(5,731
)
Accumulated deficit
(212,434
)
 
(119,909
)
 
(110,692
)
Total stockholders' equity
163,503

 
254,525

 
262,924

Total liabilities and stockholders' equity
$
1,173,713


$
744,161

 
$
945,518

 
 
 
 
 
 
 


The accompanying notes are an integral part of these condensed consolidated financial statements.
4


Stage Stores, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(in thousands, except per share data)
(Unaudited)
 
Three Months Ended
 
Nine Months Ended
 
November 2, 2019
 
November 3, 2018
 
November 2, 2019
 
November 3, 2018
Net sales
$
399,302

 
$
347,100

 
$
1,094,888

 
$
1,060,623

Credit income
15,678

 
13,324

 
42,774

 
43,143

Total revenues
414,980

 
360,424

 
1,137,662

 
1,103,766

Cost of sales and related buying, occupancy and distribution expenses
315,494

 
278,665

 
888,297

 
847,213

Selling, general and administrative expenses
111,180

 
109,774

 
324,066

 
327,965

Interest expense
4,070

 
3,350

 
12,187

 
8,253

Loss before income tax
(15,764
)

(31,365
)
 
(86,888
)

(79,665
)
Income tax expense (benefit)
150

 
(12
)
 
450

 
288

Net loss
$
(15,914
)

$
(31,353
)
 
$
(87,338
)

$
(79,953
)
 
 
 
 
 
 
 
 
Other comprehensive income (loss):
 
 
 
 
 
 
 
Amortization of employee benefit related costs, net of tax of $0, respectively
$
186

 
$
85

 
$
558

 
$
439

Pension settlement charges, net of tax of $0, respectively
270

 
411

 
270

 
411

Employee benefit related adjustment, net of tax of $0, respectively
(1,537
)
 
(1,404
)
 
(1,537
)
 
(1,404
)
Total other comprehensive loss
(1,081
)

(908
)
 
(709
)

(554
)
Comprehensive loss
$
(16,995
)

$
(32,261
)
 
$
(88,047
)

$
(80,507
)
 
 
 
 
 
 
 
 
Net loss per share:
 
 
 
 
 
 
 
Basic
$
(0.55
)
 
$
(1.11
)
 
$
(3.04
)
 
$
(2.85
)
Diluted
$
(0.55
)
 
$
(1.11
)
 
$
(3.04
)
 
$
(2.85
)
 
 
 
 
 
 
 
 
Weighted average shares outstanding:
 
 
 
 
 
 
 
Basic
28,886

 
28,261

 
28,706

 
28,059

Diluted
28,886

 
28,261

 
28,706

 
28,059

 
 
 
 
 
 
 
 



The accompanying notes are an integral part of these condensed consolidated financial statements.
5


Stage Stores, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
 
Nine Months Ended
 
November 2, 2019
 
November 3, 2018
Cash flows from operating activities:
 
 
 
Net loss
$
(87,338
)
 
$
(79,953
)
Adjustments to reconcile net loss to net cash used in operating activities:
 

 
 

Depreciation and amortization of long-lived assets
45,144

 
44,135

Impairment of long-lived assets
11,295

 
1,070

Gain on retirements of property, equipment and leasehold improvements
(302
)
 
(505
)
Non-cash operating lease expense
52,617

 

Stock-based compensation expense
2,276

 
3,854

Dividends charged to compensation expense
21

 

Amortization of debt issuance costs
512

 
248

Deferred compensation obligation
865

 
229

Amortization of employee benefit related costs and pension settlement charges
828

 
850

Construction allowances from landlords
4,833

 
757

Other changes in operating assets and liabilities:
 

 
 

Increase in merchandise inventories
(156,940
)
 
(163,906
)
Decrease in other assets
15,111

 
4,910

Decrease in operating lease liabilities
(56,234
)
 

Increase in accounts payable and other liabilities
90,402

 
51,394

Net cash used in operating activities
(76,910
)

(136,917
)
 
 
 
 
Cash flows from investing activities:
 

 
 

Additions to property, equipment and leasehold improvements
(25,145
)
 
(21,793
)
Proceeds from insurance and disposal of assets
2,887

 
2,349

Net cash used in investing activities
(22,258
)

(19,444
)
 
 
 
 
Cash flows from financing activities:
 

 
 

Proceeds from revolving credit facility borrowings
419,397

 
481,384

Payments of revolving credit facility borrowings
(305,818
)
 
(338,100
)
Proceeds from long-term debt obligation

 
25,000

Payments of long-term debt obligations
(3,008
)
 
(2,224
)
Payments of debt issuance costs
(36
)
 
(358
)
Payments for stock related compensation
(929
)
 
(424
)
Cash dividends paid

 
(4,342
)
Net cash provided by financing activities
109,606


160,936

Net increase in cash and cash equivalents
10,438


4,575

 
 
 
 
Cash and cash equivalents:
 

 
 

Beginning of period
15,830

 
21,250

End of period
$
26,268


$
25,825

 
 
 
 
Supplemental disclosures including non-cash investing and financing activities:
 

 
 

Interest paid
$
11,652

 
$
8,097

Income taxes paid (refunded)
$
417

 
$
(11
)
Unpaid liabilities for capital expenditures
$
3,255

 
$
3,624

 
 
 
 


The accompanying notes are an integral part of these condensed consolidated financial statements.
6


Stage Stores, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(in thousands, except per share amounts)
(Unaudited)
 
Common Stock
 
Additional Paid-in Capital
 
Treasury Stock
 
Accumulated Other Comprehensive Loss
 
Accumulated Deficit
 
 
 
Shares
 
Amount
 
 
Shares
 
Amount
 
 
 
Total
Balance at August 3, 2019
34,052

 
$
341

 
$
425,033

 
(5,175
)
 
$
(43,546
)
 
$
(5,485
)
 
$
(196,520
)
 
$
179,823

Net loss

 

 

 

 

 

 
(15,914
)
 
(15,914
)
Other comprehensive loss

 

 

 

 

 
(1,081
)
 

 
(1,081
)
Deferred compensation

 

 
898

 

 
(898
)
 

 

 

Issuance of equity awards, net
24

 

 

 

 

 

 

 

Tax withholdings paid for net settlement of stock awards

 

 
(16
)
 

 

 

 

 
(16
)
Stock-based compensation expense

 

 
691

 

 

 

 

 
691

Balance at November 2, 2019
34,076

 
$
341

 
$
426,606

 
(5,175
)
 
$
(44,444
)
 
$
(6,566
)
 
$
(212,434
)
 
$
163,503

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common Stock
 
Additional Paid-in Capital
 
Treasury Stock
 
Accumulated Other Comprehensive Loss
 
Accumulated Deficit
 
 
 
Shares
 
Amount
 
 
Shares
 
Amount
 
 
 
Total
Balance at August 4, 2018
33,418

 
$
334

 
$
421,621

 
(5,175
)
 
$
(43,388
)
 
$
(4,823
)
 
$
(77,909
)
 
$
295,835

Net loss

 

 

 

 

 

 
(31,353
)
 
(31,353
)
Other comprehensive loss

 

 

 

 

 
(908
)
 

 
(908
)
Dividends on common stock, $0.05 per share

 

 

 

 

 

 
(1,430
)
 
(1,430
)
Deferred compensation

 

 
139

 

 
(139
)
 

 

 

Issuance of equity awards, net
40

 
1

 
(1
)
 

 

 

 

 

Tax withholdings paid for net settlement of stock awards

 

 
(25
)
 

 

 

 

 
(25
)
Stock-based compensation expense

 

 
805

 

 

 

 

 
805

Balance at November 3, 2018
33,458

 
$
335

 
$
422,539

 
(5,175
)
 
$
(43,527
)
 
$
(5,731
)
 
$
(110,692
)
 
$
262,924

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

The accompanying notes are an integral part of these condensed consolidated financial statements.
7


Stage Stores, Inc.
Condensed Consolidated Statements of Stockholders’ Equity - continued
(in thousands, except per share amounts)
(Unaudited)
 
Common Stock
 
Additional Paid-in Capital
 
Treasury Stock
 
Accumulated Other Comprehensive Loss
 
Accumulated Deficit
 
 
 
Shares
 
Amount
 
 
Shares
 
Amount
 
 
 
Total
Balance at February 2, 2019
33,469

 
$
335

 
$
423,535

 
(5,175
)
 
$
(43,579
)
 
$
(5,857
)
 
$
(119,909
)
 
$
254,525

Cumulative-effect adjustment (a)

 

 

 

 

 

 
(5,208
)
 
(5,208
)
Net loss

 

 

 

 

 

 
(87,338
)
 
(87,338
)
Other comprehensive loss

 

 

 

 

 
(709
)
 

 
(709
)
Deferred compensation

 

 
865

 

 
(865
)
 

 

 

Issuance of equity awards, net
607

 
6

 
(6
)
 

 

 

 

 

Tax withholdings paid for net settlement of stock awards

 

 
(64
)
 

 

 

 

 
(64
)
Stock-based compensation expense

 

 
2,276

 

 

 

 

 
2,276

Dividends on forfeited stock awards charged to compensation expense

 

 

 

 

 

 
21

 
21

Balance at November 2, 2019
34,076

 
$
341

 
$
426,606

 
(5,175
)
 
$
(44,444
)
 
$
(6,566
)
 
$
(212,434
)
 
$
163,503

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a) Related to the adoption of the new lease accounting standard. See Note 1 for further disclosures regarding the adoption impact.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common Stock
 
Additional Paid-in Capital
 
Treasury Stock
 
Accumulated Other Comprehensive Loss
 
Accumulated Deficit
 
 
 
Shares
 
Amount
 
 
Shares
 
Amount
 
 
 
Total
Balance at February 3, 2018
32,806

 
$
328

 
$
418,658

 
(5,175
)
 
$
(43,298
)
 
$
(5,177
)
 
$
(26,397
)
 
$
344,114

Net loss

 

 

 

 

 

 
(79,953
)
 
(79,953
)
Other comprehensive loss

 

 

 

 

 
(554
)
 

 
(554
)
Dividends on common stock, $0.15 per share

 

 

 

 

 

 
(4,342
)
 
(4,342
)
Deferred compensation

 

 
229

 

 
(229
)
 

 

 

Issuance of equity awards, net
652

 
7

 
(7
)
 

 

 

 

 

Tax withholdings paid for net settlement of stock awards

 

 
(195
)
 

 

 

 

 
(195
)
Stock-based compensation expense

 

 
3,854

 

 

 

 

 
3,854

Balance at November 3, 2018
33,458

 
$
335

 
$
422,539

 
(5,175
)
 
$
(43,527
)
 
$
(5,731
)
 
$
(110,692
)
 
$
262,924

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

The accompanying notes are an integral part of these condensed consolidated financial statements.
8


Stage Stores, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)

NOTE 1 - BASIS OF PRESENTATION
    
The accompanying condensed consolidated financial statements of Stage Stores, Inc. and its subsidiary (“we,” “us” or “our”) have been prepared in accordance with the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information and do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements. Those adjustments that are, in the opinion of management, necessary for a fair presentation of the results of the interim periods have been made. Results of operations for such interim periods are not necessarily indicative of the results of operations for a full year due to seasonality and other factors. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto filed with our Annual Report on Form 10-K for the year ended February 2, 2019 (“Form 10-K”).    

We are a retailer of trend-right, moderately priced, name-brand apparel, accessories, cosmetics, footwear and home goods. As of November 2, 2019, we operated in 42 states through 617 BEALLS, GOODY’S, PALAIS ROYAL, PEEBLES and STAGE department stores and 158 GORDMANS off-price stores, as well as an e-commerce website (www.stage.com). Our department stores are predominantly located in small towns and rural communities. Our off-price stores are predominantly located in smaller and mid-sized markets in the Midwest. In September 2019, we announced our plan to convert substantially all of our department stores to off-price beginning in February 2020. By the end of the third quarter of fiscal year 2020, we expect to be operating approximately 700 predominantly small-market, Gordmans stores, offering off-price values and broad assortments of name-brand merchandise in a fun, scarcity driven, treasure hunt experience.

References to a particular year are to our fiscal year, which is the 52- or 53-week period ending on the Saturday closest to January 31st of the following calendar year.  For example, a reference to “2019” is a reference to the fiscal year ending February 1, 2020, and “2018” is a reference to the fiscal year ended February 2, 2019. Fiscal years 2019 and 2018 are comprised of 52 weeks. References to the “three months ended November 2, 2019” and “three months ended November 3, 2018” are for the respective 13-week fiscal quarters. References to quarters relate to our fiscal quarters. References to the “nine months ended November 2, 2019” and “nine months ended November 3, 2018” are for the respective 39-week fiscal periods.

Recently Adopted Accounting Pronouncements. In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates (“ASU”) 2016-02, Leases (Topic 842), and subsequently issued related ASUs, which were incorporated into Topic 842. Under the new standard, lessees are required to recognize a right-of-use asset and a lease liability, measured on a discounted basis, at the later of the lease commencement date and the date of adoption. The guidance also requires qualitative and quantitative disclosures about the amount, timing and uncertainty of cash flows arising from leases. We adopted the new standard on February 3, 2019, the first day of fiscal 2019.

Transition elections:

We elected to apply the effective date transition method as of the February 3, 2019 adoption date. Comparative periods prior to the adoption of the new standard have not been restated and are reported under the legacy guidance in Accounting Standards Codification (“ASC”) Topic 840, Leases.
We elected the package of practical expedients in the transition guidance, which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs.
We elected not to use the practical expedient of using hindsight to determine the lease term and in assessing impairment of the right-of-use assets.


9


Accounting policy elections:

We elected the short-term lease exemption for leases that have a lease term of twelve months or less. For leases that qualify for the short-term exemption, we will not recognize a right-of-use asset or liability and will recognize those lease expenses on a straight-line basis over the lease term.
We elected to not separate lease and non-lease components for all of our current lease classes.

The adoption of the standard resulted in the recognition of operating lease assets and liabilities of $344.2 million and $375.8 million, respectively, as of February 3, 2019. Included in the measurement of the operating lease assets and liabilities is the reclassification of balances historically recorded as deferred rent and deferred rent tenant allowances. We also recognized a cumulative effect charge of $5.2 million, net of tax, to the opening accumulated deficit balance. This adjustment reflects $5.8 million in depreciation of leasehold improvements associated with conforming the asset useful life to the remaining lease life as of the transition date. It also reflects $0.6 million associated with the derecognition of lease obligations that had been classified as finance obligations under the former failed sale-leaseback guidance applied to build-to-suit arrangements. Under the new standard, these leases are classified as operating leases. The adoption of the standard did not have a material impact on our results of operations or cash flows. In addition, our bank covenants under our Credit Facility were not affected by the adoption of the standard. See Note 6 for further disclosures regarding leases.

Recent Accounting Pronouncements Not Yet Adopted.    In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement, which eliminates, adds and modifies certain disclosure requirements for fair value measurements. The new standard will be effective for us in the first quarter of fiscal 2020, with early adoption permitted. The provisions of ASU 2018-13 applicable to us should be applied prospectively. We expect ASU 2018-13 to impact our disclosures by eliminating the disclosure of valuation processes for Level 3 fair value measurements, and adding disclosure of quantitative information, such as the range and weighted average, of significant unobservable inputs used to develop Level 3 fair value measurements.

In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force), which aligns the requirements for capitalizing implementation costs in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The guidance also requires disclosure of the nature of hosting arrangements that are service contracts. The new standard will be effective for us in the first quarter of fiscal 2020, with early adoption permitted. Upon adoption, we plan to apply the provisions of ASU 2018-15 prospectively. We expect the adoption to result in the recognition of prepaid expenses or other non-current assets that will be expensed over the contract term, whereas prior to adoption, these costs are recognized as long-lived assets and depreciated over the assets’ useful life. We do not expect the adoption to have a material impact on our financial condition, results of operations or cash flows.


10



NOTE 2 - FAIR VALUE MEASUREMENTS

We recognize or disclose the fair value of our financial and non-financial assets and liabilities on a recurring and non-recurring basis. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, we assume the highest and best use of the asset by market participants in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability.

We applied 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 –
Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
 
 
Level 3 –
Inputs that are both unobservable and significant to the overall fair value measurement reflect our estimates of assumptions that market participants would use in pricing the asset or liability.
         


11



Financial assets and liabilities measured at fair value on a recurring basis were as follows (in thousands):
 
November 2, 2019
 
Balance
 
Quoted Prices in Active Markets for Identical Instruments
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
Other assets:
 
 
 
 
 
 
 
Securities held in grantor trust for deferred
compensation plans
(a)(b)
$
15,058

 
$
15,058

 
$

 
$

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
February 2, 2019
 
Balance
 
Quoted Prices in Active Markets for Identical Instruments
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
Other assets:
 

 
 

 
 

 
 

Securities held in grantor trust for deferred
compensation plans
(a)(b)
$
19,536

 
$
19,536

 
$

 
$

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
November 3, 2018
 
Balance
 
Quoted Prices in Active Markets for Identical Instruments
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
Other assets:
 

 
 

 
 

 
 

Securities held in grantor trust for deferred
compensation plans
(a)(b)
$
18,969

 
$
18,969

 
$

 
$

 
 
 
 
 
 
 
 
 
(a) The liability for the amount due to participants corresponding in value to the securities held in the grantor trust is recorded in other long-term liabilities.
(b) Using the market approach, the fair values of these securities represent quoted market prices multiplied by the quantities held. Net gains and losses related to the changes in fair value in the assets and liabilities under the various deferred compensation plans are recorded in selling, general and administrative expenses and were nil for the year-to-date November 2, 2019 and November 3, 2018, and for the fiscal year ended February 2, 2019.


12



Non-financial assets measured at fair value on a nonrecurring basis were as follows (in thousands):
 
November 2, 2019
 
Balance
 
Quoted Prices in Active Markets for Identical Instruments
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
Assets:
 
 
 
 
 
 
 
Store property, equipment and leasehold improvements (a)
$
928

 
$

 
$

 
$
928

Operating lease assets (a)
5,419

 

 

 
5,419

Total assets
$
6,347

 
$

 
$

 
$
6,347

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
February 2, 2019
 
Balance
 
Quoted Prices in Active Markets for Identical Instruments
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
Assets:
 
 
 
 
 
 
 
Store property, equipment and leasehold improvements (a)
$
1,583

 
$

 
$

 
$
1,583

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
November 3, 2018
 
Balance
 
Quoted Prices in Active Markets for Identical Instruments
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
Assets:
 
 
 
 
 
 
 
Store property, equipment and leasehold improvements (a)
$
1,106

 
$

 
$

 
$
1,106


(a) Using an undiscounted cash flow model, we evaluate the cash flow trends of our stores at least annually and when events or changes in circumstances, such as a store closure, indicate that the asset group may not be fully recoverable. When a store’s projected undiscounted cash flows indicate its asset carrying value may not be recoverable, we use a discounted cash flow model to estimate the fair value of the underlying asset group. An impairment write-down is recorded if the carrying value of an asset exceeds its fair value. Key assumptions in estimating future cash flows include, among other things, expected future operating performance, including expected closure date and lease term, and changes in economic conditions. We believe estimated future cash flows are sufficient to support the carrying value of our right-of-use operating lease and long-lived assets. Significant changes in the key assumptions used in our cash flow projections may result in additional asset impairments. For the year-to-date November 2, 2019 and November 3, 2018 and during fiscal year 2018, we recognized impairment charges of $2.1 million, $1.1 million, and $2.8 million, respectively. Impairment charges related to store property, equipment and leasehold improvements were recorded in cost of sales and related buying, occupancy and distribution expenses.

Due to the short-term nature of cash and cash equivalents, payables and short-term debt obligations, the carrying value approximates the fair value of these instruments. In addition, we believe that the credit facility obligation approximates its fair value because interest rates are adjusted daily based on current market rates.


13


NOTE 3 - PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS

The components of property, equipment and leasehold improvements were as follows (in thousands): 
 
November 2, 2019
 
February 2, 2019
 
November 3, 2018
Land
$
540

 
$
1,544

 
$
1,544

Buildings and improvements
10,393

 
12,969

 
12,969

Fixtures and equipment
535,923

 
530,385

 
540,371

Leasehold improvements
413,236

 
413,271

 
411,072

Property, equipment and leasehold improvements
960,092

 
958,169

 
965,956

Less: Accumulated depreciation
778,376

 
733,366

 
736,014

Property, equipment and leasehold improvements, net
$
181,716

 
$
224,803

 
$
229,942


 
Depreciation expense and impairment charges were as follows for each period presented (in thousands):
 
Three Months Ended
 
Nine Months Ended
 
November 2, 2019
 
November 3, 2018
 
November 2, 2019
 
November 3, 2018
Depreciation and amortization
$
15,272

 
$
13,988

 
$
45,144

 
$
44,135

Store impairment (a)
1,466

 

 
2,116

 
1,070

E-commerce impairment (b)
7,889

 

 
7,889

 

Intangible asset impairment (c)
325

 

 
325

 

Airplane impairment (d)

 

 
965

 

Total depreciation, amortization and impairment
$
24,952

 
$
13,988

 
$
56,439

 
$
45,205

 
 
 
 
 
 
 
 
Depreciation, amortization and impairment in cost of sales and related buying, occupancy and distribution expenses
$
16,070

 
$
11,241

 
$
39,767

 
$
35,617

Depreciation, amortization and impairment in selling, general and administrative expenses
8,882

 
2,747

 
16,672

 
9,588

Total depreciation, amortization and impairment
$
24,952

 
$
13,988

 
$
56,439

 
$
45,205


(a) See Note 2 for further disclosures regarding store impairment charges.

(b) We plan to discontinue e-commerce order fulfillment from our distribution centers and stores after the 2019 holiday shopping season to focus on off-price stores. Accordingly, we fully impaired property and equipment associated with these operations because we do not expect to recover any of the carrying value of these assets. E-commerce operations will subsequently be restricted to drop-ship order fulfillment. Of these impairment charges, $2.4 million were recorded in cost of sales and related buying, occupancy and distribution expenses, and $5.5 million were recorded in selling, general and administrative expenses.

(c) Represents full impairment of the Stage.com domain name associated with the planned discontinuance of e-commerce order fulfillment from our distribution centers and stores after the 2019 holiday shopping season. Impairment charges related to the Stage.com domain name were recorded in selling, general and administrative expenses.
   
(d) Represents partial impairment of an airplane based on a third-party valuation obtained in connection with its sale. Impairment charges related to the airplane were recorded in selling, general and administrative expenses. We sold the airplane in the third quarter 2019 and recognized a loss of $0.4 million on the sale for the three and nine months ended November 2, 2019. The loss on sale of the airplane was recorded in selling, general and administrative expenses.

As of November 2, 2019, we had land and buildings with a carrying value of $1.2 million classified as assets held-for-sale in connection with sale and leaseback arrangements for four stores, which were completed in the fourth quarter 2019. Assets held-for-sale were recorded in prepaid expenses and other current assets.







14



NOTE 4 - DEBT OBLIGATIONS

Debt obligations for each period presented consisted of the following (in thousands):

 
November 2, 2019
 
February 2, 2019
 
November 3, 2018
Revolving loan
$
317,623

 
$
204,044

 
$
322,572

Term loan
47,500

 
50,000

 
25,000

Finance obligations

 
554

 
812

Other financing

 
508

 
1,011

Total debt obligations
365,123


255,106

 
349,395

Less: Current portion of debt obligations
5,000

 
4,812

 
3,555

Long-term debt obligations
$
360,123


$
250,294

 
$
345,840



 
We have total availability of $447.5 million with a seasonal increase to $472.5 million under our senior secured revolving credit facility agreement including a revolving loan (“Revolving Loan”) and term loans (“Term Loan”), jointly referred to as the “Credit Facility”. Additionally, we have a $25.0 million letter of credit sublimit. The Term Loan is payable in quarterly installments of $1.3 million that began on June 15, 2019, with the remaining balance due upon maturity. The Credit Facility matures on December 16, 2021.

We use the Credit Facility to provide financing for working capital and general corporate purposes, as well as to finance capital expenditures and to support our letter of credit requirements. Borrowings under the Credit Facility are limited to the availability under a borrowing base that is determined principally on eligible inventory as defined by the Credit Facility agreement. The Credit Facility is secured by our inventory, cash, cash equivalents, and substantially all of our other assets. The daily interest rates are determined by a prime rate or LIBOR, plus an applicable margin, as set forth in the Credit Facility agreement. For the nine months ended November 2, 2019, the weighted average interest rate on outstanding borrowings and the average daily borrowings on the Credit Facility, were 4.6% and $320.9 million, respectively.

Letters of credit issued under the Credit Facility support certain merchandise purchases and collateralize retained risks and deductibles under various insurance programs. At November 2, 2019, outstanding letters of credit totaled approximately $6.5 million. These letters of credit expire within 12 months of issuance and may be renewed.

The Credit Facility agreement contains a covenant requiring us to maintain excess availability at or above $35.0 million or 10% of the Adjusted Combined Loan Cap (as defined therein). The Credit Facility agreement also contains covenants which, among other things, restrict (i) the amount of additional debt or capital lease obligations, (ii) the payment of dividends to $30.0 million in a fiscal year, and (iii) the repurchase of common stock under certain circumstances. At November 2, 2019, we were in compliance with the debt covenants of the Credit Facility agreement and we expect to remain in compliance. Excess availability under the Credit Facility at November 2, 2019 was $100.7 million.

We derecognized finance obligations of $0.6 million upon adoption of ASC Topic 842, Leases, on February 3, 2019. See Note 1 for further disclosures regarding the adoption impact.
    





15


NOTE 5 - REVENUE

Net Sales

We recognize revenue for merchandise sales, net of expected returns and sales tax, at the time of in-store purchase or delivery of the product to our guest. When merchandise is shipped to our guests, we estimate receipt based on historical experience. Revenue is deferred and a liability is established for sales returns based on historical return rates and sales for the return period. We recognize an asset and corresponding adjustment to cost of sales for our right to recover returned merchandise. At each financial reporting date, we assess our estimates of expected returns, refund liabilities and return assets. For merchandise sold in our stores and online, tender is accepted at the point of sale. When we receive payment before the guest has taken possession of the merchandise, the amount received is recorded as deferred revenue until the transaction is complete. Our performance obligations for unfulfilled merchandise orders are typically satisfied within one week. Shipping and handling fees charged to guests relate to fulfillment activities and are included in net sales with the corresponding costs recorded in cost of sales.

We record deferred revenue for the sale of gift cards and merchandise credits issued for returned merchandise, and we recognize revenue in net sales upon redemption. Gift card and merchandise credit redemptions typically occur within 12 months of the date of issuance with the majority redeemed within the first three months. Our gift cards and merchandise credits do not expire. Based on historical redemption rates, a small percentage of gift cards and merchandise credits will never be redeemed. We recognize estimated breakage income for gift cards and merchandise credits that will never be redeemed in proportion to actual historical redemption patterns.

Under our loyalty program, members can accumulate points, based on their spending, toward earning a reward certificate that can be redeemed for future merchandise purchases. Points earned by loyalty members reset to zero at the end of each calendar year. Reward certificates expire 30 days after the date of issuance. We allocate and defer a portion of our sales to reward certificates expected to be earned, based on the relative stand-alone sales transaction price and reward certificate value, and recognize the reward certificate as a net sale when it is redeemed.

The following table presents the composition of net sales by merchandise category (in thousands):
 
 
Three Months Ended
 
 
November 2, 2019
 
November 3, 2018
Merchandise Category
 
Department Stores
 
Off-price Stores
 
Total Company
 
Department Stores
 
Off-price Stores
 
Total Company
Women’s
 
$
100,929

 
$
27,834

 
$
128,763

 
$
94,732

 
$
19,934

 
$
114,666

Men’s
 
48,849

 
13,287

 
62,136

 
43,954

 
11,230

 
55,184

Children's
 
34,779

 
13,130

 
47,909

 
29,682

 
10,635

 
40,317

Apparel
 
184,557

 
54,251

 
238,808

 
168,368

 
41,799

 
210,167

 
 
 
 
 
 
 
 
 
 
 
 
 
Footwear
 
40,650

 
6,096

 
46,746

 
44,400

 
4,594

 
48,994

Accessories
 
18,830

 
4,281

 
23,111

 
17,823

 
4,863

 
22,686

Cosmetics/Fragrances
 
24,071

 
3,051

 
27,122

 
27,822

 
2,620

 
30,442

Home/Gifts
 
34,663

 
23,955

 
58,618

 
15,972

 
17,918

 
33,890

Other
 
4,242

 
717

 
4,959

 
693

 
156

 
849

Non-apparel
 
122,456

 
38,100

 
160,556

 
106,710

 
30,151

 
136,861

 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue adjustments not allocated (a)
 
(6
)
 
(56
)
 
(62
)
 
183

 
(111
)
 
72

 
 
 
 
 
 
 
 
 
 
 
 
 
Net sales
 
$
307,007

 
$
92,295

 
$
399,302

 
$
275,261

 
$
71,839

 
$
347,100

 
 
 
 
 
 
 
 
 
 
 
 
 
(a) Includes adjustments related to deferred revenue, estimated sales returns, breakage income, shipping and miscellaneous revenues, which are not allocated to merchandise categories.




16


 
 
Nine Months Ended
 
 
November 2, 2019
 
November 3, 2018
Merchandise Category
 
Department Stores
 
Off-price Stores
 
Total Company
 
Department Stores
 
Off-price Stores
 
Total Company
Women’s
 
$
285,183

 
$
73,649

 
$
358,832

 
$
315,428

 
$
59,165

 
$
374,593

Men’s
 
137,539

 
33,335

 
170,874

 
138,414

 
27,688

 
166,102

Children's
 
85,115

 
32,880

 
117,995

 
88,160

 
26,261

 
114,421

Apparel
 
507,837

 
139,864

 
647,701

 
542,002

 
113,114

 
655,116

 
 
 
 
 
 
 
 
 
 
 
 
 
Footwear
 
120,148

 
17,267

 
137,415

 
134,024

 
13,918

 
147,942

Accessories
 
53,532

 
12,490

 
66,022

 
55,121

 
13,118

 
68,239

Cosmetics/Fragrances
 
79,128

 
8,720

 
87,848

 
90,295

 
7,530

 
97,825

Home/Gifts
 
80,528

 
64,516

 
145,044

 
35,766

 
51,740

 
87,506

Other
 
11,929

 
2,220

 
14,149

 
5,697

 
1,587

 
7,284

Non-apparel
 
345,265

 
105,213

 
450,478

 
320,903

 
87,893

 
408,796

 
 
 
 
 
 
 
 
 
 
 
 
 
Revenue adjustments not allocated (a)
 
(2,265
)
 
(1,026
)
 
(3,291
)
 
(2,986
)
 
(303
)
 
(3,289
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Net sales
 
$
850,837

 
$
244,051

 
$
1,094,888

 
$
859,919

 
$
200,704

 
$
1,060,623

 
 
 
 
 
 
 
 
 
 
 
 
 
(a) Includes adjustments related to deferred revenue, estimated sales returns, breakage income, shipping and miscellaneous revenues, which are not allocated to merchandise categories.


Contract Liabilities

Contract liabilities reflect our performance obligations related to gift cards, merchandise credits, loyalty program rewards and merchandise orders that have not been satisfied as of a given date, and therefore, revenue recognition has been deferred. Contract liabilities (recorded in accrued expenses and other current liabilities) for each period presented were as follows (in thousands):

 
 
November 2, 2019
 
February 2, 2019
 
November 3, 2018
Gift cards and merchandise credits, net
 
$
8,835

 
$
12,433

 
$
9,756

Loyalty program rewards, net
 
6,065

 
1,484

 
5,540

Merchandise fulfillment liability
 
657

 
488

 
1,180

Total contract liabilities
 
$
15,557

 
$
14,405

 
$
16,476

    




17


The following table summarizes contract liability activity for each period presented (in thousands):

 
 
Three Months Ended
 
Nine Months Ended
 
 
November 2, 2019
 
November 3, 2018
 
November 2, 2019
 
November 3, 2018
Beginning balance
 
$
15,765

 
$
15,119

 
$
14,405

 
$
13,474

Net sales recognized during the period from amounts included in contract liability balances at the beginning of the period
 
(7,209
)
 
(6,574
)
 
(7,775
)
 
(7,396
)
Current period additions to contract liability balances included in contract liability balances at the end of the period
 
7,001

 
7,931

 
8,927

 
10,398

Ending balance
 
$
15,557

 
$
16,476

 
$
15,557

 
$
16,476



Credit Income

We earn credit income from our private label credit card (“PLCC”) through a profit-sharing arrangement with Comenity Bank, an affiliate of Alliance Data Systems Corporation. Comenity Bank owns the PLCC portfolio and manages the account activation, receivables funding, card authorization, card issuance, statement generation, remittance processing and guest service functions for our PLCC program. We perform certain duties, including electronic processing and transmitting of transaction records, and executing marketing promotions designed to increase card usage. We also accept payments in our stores from cardholders on behalf of Comenity Bank. We receive a monthly net portfolio yield payment from Comenity Bank, and we can potentially earn an annual bonus based upon the performance of the PLCC portfolio. The receivable for credit income, which is recorded in prepaid expenses and other current assets, was $4.5 million, $4.9 million and $4.0 million as of November 2, 2019, February 2, 2019 and November 3, 2018, respectively.

On April 11, 2019, we entered into an amendment to our profit-sharing arrangement with Comenity Bank. The amendment extended the term of the arrangement from July 31, 2021 to July 31, 2024.

We recorded deferred revenue for certain upfront payments received from Comenity Bank associated with the execution of the PLCC agreement. The amounts recognized in credit income related to these upfront payments for each period presented were as follows (in thousands):

 
 
Three Months Ended
 
Nine Months Ended
 
 
November 2, 2019
 
November 3, 2018
 
November 2, 2019
 
November 3, 2018
Upfront payments recognized in credit income
 
$
469

 
$
438

 
$
1,344

 
$
1,313



As of November 2, 2019, deferred revenue of $6.5 million remained to be amortized.




18


NOTE 6 - LEASES
    
Our lease agreements include leases for our retail stores, distribution centers and corporate headquarters. As of November 2, 2019, all of our leases were classified as operating leases. Our store leases typically have an initial term of 10 years and often have two renewal options of five years each. The exercise of a lease renewal option is at our sole discretion. The lease term includes the initial contractual term as well as any options to extend the lease when it is reasonably certain that we will exercise that option. Our lease agreements do not contain any residual value guarantees or material restrictive covenants.

We recognize a lease liability for our obligation to make lease payments arising from the lease and a related asset for our right to use the underlying asset for the lease term. The lease liability is measured based on the present value of lease payments over the lease term, and the asset is measured based on the value of the lease liability, net of landlord allowances. As the implicit interest rate in our lease agreements is not readily identifiable, we use our estimated collateralized incremental borrowing rate in determining the present value of lease payments. For all current lease classes, we made an accounting policy election not to separate lease and non-lease components.
The majority of our leases include fixed rent payments. A number of store leases provide for escalating minimum rent payments at pre-determined dates. Certain store leases provide for contingent rent payments based on a percentage of retail sales over contractual levels. Some of our leases include variable payments for maintenance, taxes and insurance.
Operating lease payments are expensed on a straight-line basis over the lease term. Variable payments are not included in the measurement of the lease liability or asset and are expensed as incurred.
We sublease our former corporate office building and space in one of our distribution centers to third parties and recognize sublease income on a straight-line basis over the lease terms.

ASC 842 Disclosures

Lease cost includes both the fixed and variable expenses recorded for leases. The components of lease cost were as follows (in thousands):

 
Three Months Ended
 
Nine Months Ended
 
November 2, 2019
 
November 2, 2019
Operating lease cost
$
26,448

 
$
78,905

Variable lease cost
9,676

 
29,117

Short-term lease cost
152

 
176

Sublease income
(553
)
 
(1,290
)
Total net lease cost
$
35,723

 
$
106,908

 
 
 
 
Net lease cost in cost of sales and related buying, occupancy and distribution expenses
$
34,712

 
$
103,588

Net lease cost in selling, general and administrative expenses
1,011

 
3,320

Total net lease cost
$
35,723

 
$
106,908




    


    


19


Cash and non-cash activities associated with our leases were as follows (in thousands):
 
Nine Months Ended
 
November 2, 2019
Cash paid for operating leases
$
82,522

Cash received from sublease
1,271

Lease assets obtained in exchange for lease liabilities (a)
27,454


(a) Excludes operating lease assets of $344.2 million recognized on February 3, 2019 as a result of the adoption of ASU 2016-02, Leases (Topic 842). See Note 1 for further disclosures regarding the adoption impact.

        
The weighted average remaining lease term and weighted average discount rate associated with our leases as of November 2, 2019 were as follows:
Weighted average remaining lease term
5.3 years

Weighted average discount rate
10.1
%

                                        
        
Maturities of operating leases as of November 2, 2019 were as follows (in thousands):
Fiscal Year
 
Operating Leases
 
Sublease
2019 (remainder of year)
 
$
27,459

 
$
(424
)
2020
 
105,350

 
(1,739
)
2021
 
90,889

 
(1,829
)
2022
 
74,893

 
(1,829
)
2023
 
54,382

 
(1,184
)
2024
 
36,359

 

Thereafter
 
68,584

 

Total lease payments
 
457,916

 
$
(7,005
)
Less: Effects of discounting
 
106,603

 
 
Present value of lease liabilities
 
351,313

 
 
Less: Current portion of lease liabilities
 
75,709

 
 
Long-term lease liabilities
 
$
275,604

 
 
 
 
 
 
 

    
As of November 2, 2019, we had an additional operating lease that has not yet commenced of $0.1 million. The lease will commence in 2020 and has a lease term of six years.


20


Comparative Period Disclosures Reported Under ASC 840

Future minimum rental commitments on long-term, non-cancelable operating leases at February 2, 2019, were as follows (in thousands):
Fiscal Year
 
Commitments
 
Sublease Income
 
Net Minimum Lease Commitments
2019
 
$
108,541

 
$
(1,447
)
 
$
107,094

2020
 
98,859

 
(1,492
)
 
97,367

2021
 
83,377

 
(1,582
)
 
81,795

2022
 
67,447

 
(1,582
)
 
65,865

2023
 
46,887

 
(1,054
)
 
45,833

Thereafter
 
77,910

 

 
77,910

Total
 
$
483,021

 
$
(7,157
)
 
$
475,864



    
While infrequent in occurrence, occasionally we are responsible for the construction of leased stores and for paying project costs. ASC 840-40-55, The Effect of Lessee Involvement in Asset Construction, requires us to be considered the owner (for accounting purposes) of such build-to-suit arrangements during the construction period. The leases are accounted for as finance obligations with the amounts received from the landlord being recorded in debt obligations. Interest expense is recognized at a rate that will amortize the finance obligation over the initial term of the lease. Where ASC 840-40-55 was applicable, we have recorded finance obligations with interest rates of 6.1% and 12.3% on our condensed consolidated financial statements related to two store leases as of February 2, 2019.

Future minimum annual payments required under existing finance obligations as of February 2, 2019 were as follows (in thousands):

Fiscal Year
 
Minimum Payments
 
Less: Interest
 
Principal Payments
2019
 
$
580

 
$
26

 
$
554





21


NOTE 7 - STOCK-BASED COMPENSATION

Stock-based compensation expense by type of grant for each period presented was as follows (in thousands):
 
Three Months Ended
 
Nine Months Ended
 
November 2, 2019
 
November 3, 2018
 
November 2, 2019
 
November 3, 2018
Non-vested stock
$
505

 
$
887

 
$
1,801

 
$
3,153

Restricted stock units
807

 
196

 
1,053

 
947

Stock-settled performance share units
186

 
(82
)
 
475

 
701

Cash-settled performance share units
913

 
11

 
941

 
161

Total stock-based compensation expense
2,411

 
1,012

 
4,270

 
4,962

Related tax benefit

 

 

 

Stock-based compensation expense, net of tax
$
2,411

 
$
1,012

 
$
4,270

 
$
4,962



As of November 2, 2019, we have estimated unrecognized compensation cost of $9.4 million related to stock-based compensation awards granted, which is expected to be recognized over a weighted average period of 2.4 years.

Non-vested Stock

We grant shares of non-vested stock to our employees and non-employee directors. Shares of non-vested stock awarded to employees vest 25% annually over a period of four years from the grant date. Shares of non-vested stock awarded to non-employee directors cliff vest after one year. At the end of the vesting period, shares of non-vested stock convert one-for-one to common stock. Certain non-vested stock awards have shareholder rights, including the right to vote and to receive dividends. The fair value of non-vested stock awards with dividend rights is based on the closing share price of our common stock on the grant date. The fair value of non-vested stock awards that do not have dividend rights is discounted for the present value of expected dividends during the vesting period. Compensation expense is recognized ratably over the vesting period.

The following table summarizes non-vested stock activity for the nine months ended November 2, 2019:
 
Non-vested Stock
 
Number of Shares
 
Weighted
Average Grant
 Date Fair Value
Outstanding at February 2, 2019
 
1,379,616

 
$
4.43

Granted
 
1,004,670

 
0.94

Vested
 
(663,427
)
 
5.40

Forfeited
 
(40,974
)
 
6.87

Outstanding at November 2, 2019
 
1,679,885

 
1.90



The weighted average grant date fair value for non-vested stock granted during the nine months ended November 2, 2019 and November 3, 2018 was $0.94 and $2.41, respectively. The aggregate intrinsic value of non-vested stock that vested during the nine months ended November 2, 2019 and November 3, 2018, was $0.7 million and $1.3 million, respectively. The payment of employees’ tax liabilities for a portion of the vested shares was satisfied by withholding shares with a fair value equal to the tax liabilities. As a result, the actual number of shares issued during the nine months ended November 2, 2019 was 607,579.

 


22


Restricted Stock Units (“RSUs”)

We grant RSUs to our employees, which vest 25% annually over a period of four years from the grant date.  Each vested RSU is settled in cash in an amount equal to the fair market value of one share of our common stock on the vesting date, not to exceed five times the per share fair market value of our common stock on the grant date. Unvested RSUs have the right to receive a dividend equivalent payment equal to cash dividends paid on our common stock. RSUs are accounted for as a liability in accordance with accounting guidance for cash settled stock awards. The liability for RSUs is remeasured based on the closing share price of our common stock at each reporting period until the award vests. Compensation expense is recognized ratably over the vesting period and adjusted with changes in the fair value of the liability.
    
The following table summarizes RSU activity for the nine months ended November 2, 2019:
 
Restricted Stock Units
 
Number of Units
 
Weighted
Average Grant
 Date Fair Value
Outstanding at February 2, 2019
 
1,740,314

 
$
2.16

Granted
 
1,615,000

 
0.98

Vested
 
(492,814
)
 
2.16

Forfeited
 
(613,125
)
 
1.59

Outstanding at November 2, 2019
 
2,249,375

 
1.47




Stock-settled Performance Share Units (“Stock-settled PSUs”)

We grant stock-settled PSUs as a means of rewarding management for our long-term performance based on total shareholder return relative to a specific group of companies over a performance cycle of three years. These awards cliff vest following a performance cycle of three years, and if earned, are settled in shares of our common stock, unless otherwise determined by our Board of Directors (“Board”), or its Compensation Committee. The actual number of shares of our common stock that may be earned ranges from zero to a maximum of twice the number of target units awarded to the recipient. Grant recipients do not have any shareholder rights on unvested or unearned stock-settled PSUs. The fair value of these PSUs is estimated using a Monte Carlo simulation, based on the expected term of the award, a risk-free rate, expected dividends, expected volatility, and share price of our common stock and the specified peer group. The expected term is estimated based on the vesting period of the awards, the risk-free rate is based on the yield on U.S. Treasury securities matching the vesting period, and the volatility is based on the historical volatility over the expected term. Compensation expense is recognized ratably over the corresponding vesting period for stock-settled PSUs.

    
The following table summarizes stock-settled PSU activity for the nine months ended November 2, 2019:

Period Granted
 
Target PSUs
Outstanding at February 2, 2019
 
Target PSUs Granted
 
Target PSUs Forfeited
 
Target PSUs
Outstanding at November 2, 2019
 
Weighted Average
Grant Date
Fair Value
per Target PSU
2017
 
470,000

 

 
(50,000
)
 
420,000

 
$
1.80

2018
 
280,000

 

 

 
280,000

 
3.05

2019
 

 
375,000

 

 
375,000

 
1.39

Total
 
750,000

 
375,000

 
(50,000
)
 
1,075,000

 
1.98



The weighted average grant date fair value for stock-settled PSUs granted during the nine months ended November 2, 2019 and November 3, 2018 was $1.39 and $3.05, respectively. The aggregate intrinsic value of stock settled PSUs that vested during the nine months ended November 2, 2019 and November 3, 2018 was nil and $0.02 million, respectively. No stock-settled PSUs vested during the nine months ended November 2, 2019.





23


Cash-settled Performance Share Units (“Cash-settled PSUs”)

We grant cash-settled PSUs as a means of rewarding management for our long-term performance based on total shareholder return relative to a specific group of companies over a performance cycle of three years. These awards cliff vest following a performance cycle of three years, and if earned, are settled in cash. The amount of settlement ranges from zero to a maximum of twice the number of target units awarded multiplied by the fair market value of one share of our common stock on the vesting date. Grant recipients do not have any shareholder rights on unvested or unearned cash-settled PSUs. Cash-settled PSUs are accounted for as a liability in accordance with accounting guidance for cash settled stock awards. The liability for cash-settled PSUs is remeasured based on their fair value at each reporting period until the award vests, which is estimated using a Monte Carlo simulation. Assumptions used in the valuation include the expected term of the award, a risk-free rate, expected dividends, expected volatility, and share price of our common stock and the specified peer group. The expected term is estimated based on the vesting period of the awards, the risk-free rate is based on the yield on U.S. Treasury securities matching the vesting period, and the volatility is based on the historical volatility over the expected term. Compensation expense is recognized ratably over the corresponding vesting period and adjusted with changes in the fair value of the liability.

The following table summarizes cash-settled PSU activity nine months ended November 2, 2019:

Period Granted
 
Target PSUs
Outstanding at February 2, 2019
 
Target PSUs Granted
 
Target PSUs Forfeited
 
Target PSUs
Outstanding at November 2, 2019
 
Weighted Average
Grant Date
Fair Value
per Target PSU
2018
 
300,000

 

 
(50,000
)
 
250,000

 
$
3.05

2019
 

 
530,000

 
(50,000
)
 
480,000

 
$
1.39

Total
 
300,000

 
530,000

 
(100,000
)
 
730,000

 
$
1.96




24



NOTE 8 - PENSION PLAN

We sponsor a frozen defined benefit pension plan. The components of net periodic pension cost, which were recognized in selling, general and administrative expenses, were as follows (in thousands):
 
Three Months Ended
 
Nine Months Ended
 
November 2, 2019
 
November 3, 2018
 
November 2, 2019
 
November 3, 2018
Employer service cost
$
135

 
$
127

 
$
405

 
$
383

Interest cost on pension benefit obligation
321

 
338

 
965

 
1,013

Expected return on plan assets
(363
)
 
(435
)
 
(1,090
)
 
(1,305
)
Amortization of net loss
186

 
85

 
558

 
439

Settlement charges (a)
270

 
411

 
270

 
411

Net periodic pension cost
$
549


$
526

 
$
1,108


$
941

 
 
 
 
 
 
 
 
(a) Non-cash pension settlement charges were recognized as a result of lump sum distributions exceeding interest cost for the nine months ended November 2, 2019 and November 3, 2018, respectively.

 
Other changes in plan assets and benefit obligations recognized in other comprehensive loss were as follows (in thousands):
 
Three Months Ended
 
Nine Months Ended
 
November 2, 2019
 
November 3, 2018
 
November 2, 2019
 
November 3, 2018
Amortization of net loss
$
(186
)
 
$
(85
)
 
$
(558
)
 
$
(439
)
Settlement charges
(270
)
 
(411
)
 
(270
)
 
(411
)
Net loss
1,537

 
1,404

 
1,537

 
1,404

Net change recognized in other comprehensive loss, pre-tax
$
1,081

 
$
908

 
$
709

 
$
554



The actuarial net loss recognized in other comprehensive loss comprised of the following changes (in thousands):
 
Three Months Ended
 
Nine Months Ended
 
November 2, 2019
 
November 3, 2018
 
November 2, 2019
 
November 3, 2018
Loss (gain) from decrease (increase) in discount rate
$
3,818

 
$
(2,521
)
 
$
3,818

 
$
(2,521
)
(Gain) loss from investment return on plan assets
(1,803
)
 
3,365

 
(1,803
)
 
3,365

(Gain) loss due to updated demographic data and assumption changes (other than discount rate)
(478
)
 
560

 
(478
)
 
560

Net loss
$
1,537

 
$
1,404

 
$
1,537

 
$
1,404



Our funding policy is to make contributions to maintain the minimum funding requirements for our pension obligations in accordance with the Employee Retirement Income Security Act. We may elect to contribute additional amounts to maintain a level of funding to minimize the Pension Benefit Guaranty Corporation premium costs or to cover the short-term liquidity needs of the plan in order to maintain current invested positions. We contributed $1.0 million during the year-to-date November 2, 2019, and we expect to contribute an additional $0.3 million in 2019.


25



NOTE 9 - EARNINGS PER SHARE
 
The following tables show the computation of basic and diluted loss per common share for each period presented (in thousands, except per share amounts):
 
Three Months Ended

Nine Months Ended
 
November 2, 2019

November 3, 2018

November 2, 2019

November 3, 2018
Basic:
 
 
 
 
 
 
 
Net loss
$
(15,914
)
 
$
(31,353
)
 
$
(87,338
)
 
$
(79,953
)
Distributed earnings allocated to participating securities

 
(18
)
 

 
(149
)
Net loss allocated to common shares
(15,914
)
 
(31,371
)
 
(87,338
)
 
(80,102
)
 
 
 
 
 
 
 
 
Basic weighted average shares outstanding
28,886

 
28,261

 
28,706

 
28,059

Basic loss per share
$
(0.55
)
 
$
(1.11
)
 
$
(3.04
)
 
$
(2.85
)
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
November 2, 2019
 
November 3, 2018
 
November 2, 2019
 
November 3, 2018
Diluted:
 

 
 

 
 
 
 
Net loss
$
(15,914
)
 
$
(31,353
)
 
$
(87,338
)
 
$
(79,953
)
Distributed earnings allocated to participating securities

 
(18
)
 

 
(149
)
Net loss allocated to common shares
(15,914
)
 
(31,371
)
 
(87,338
)
 
(80,102
)
 
 
 
 
 
 
 
 
Basic weighted average shares outstanding
28,886

 
28,261

 
28,706

 
28,059

Dilutive effect of stock awards

 

 

 

Diluted weighted average shares outstanding
28,886

 
28,261

 
28,706

 
28,059

Diluted loss per share
$
(0.55
)
 
$
(1.11
)
 
$
(3.04
)
 
$
(2.85
)

 

The number of shares attributable to outstanding stock-based compensation awards that would have been considered dilutive securities, but were excluded from the calculation of diluted loss per common share because the effect was anti-dilutive were as follows (in thousands):
 
Three Months Ended
 
Nine Months Ended
 
November 2, 2019
 
November 3, 2018
 
November 2, 2019
 
November 3, 2018
Number of anti-dilutive shares due to net loss for the period
1,120

 
89

 
373

 
341






26


ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement Concerning Forward-Looking Statements for Purposes of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995

The Private Securities Litigation Reform Act of 1995 (“Act”) provides a safe harbor for forward-looking statements to encourage companies to provide prospective information, so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed in the statements. We wish to take advantage of the “safe harbor” provisions of the Act.

Certain statements in this report are forward-looking statements within the meaning of the Act, and such statements are intended to qualify for the protection of the safe harbor provided by the Act. The words “anticipate,” “estimate,” “expect,” “objective,” “goal,” “project,” “intend,” “plan,” “believe,” “will,” “should,” “may,” “target,” “forecast,” “guidance,” “outlook,” and similar expressions generally identify forward-looking statements. Similarly, descriptions of our objectives, strategies, plans, goals or targets are also forward-looking statements. Forward-looking statements relate to the expectations of management as to future occurrences and trends, including statements expressing optimism or pessimism about future operating results or events and projected sales, earnings, capital expenditures and business strategy.

Forward-looking statements are based upon a number of assumptions and factors concerning future conditions that may ultimately prove to be inaccurate and could cause actual results to differ materially from those in the forward-looking statements. Forward-looking statements that are made herein and in other reports and releases are not guarantees of future performance and actual results may differ materially from those discussed in such forward-looking statements as a result of various factors. These factors include, but are not limited to, our ability to maintain customary trade terms with vendors, our ability to comply with the various covenant requirements contained in the credit facility agreement, the demand for apparel, and other factors. The demand for apparel and sales volume can be affected by significant changes in economic conditions, including an economic downturn, employment levels in our markets, consumer confidence, energy and gasoline prices, the value of the Mexican peso, and other factors influencing discretionary consumer spending. Other factors affecting the demand for apparel and sales volume include unusual weather patterns, an increase in the level of competition in our market areas, competitors’ marketing strategies, changes in fashion trends, changes in the average cost of merchandise purchased for resale, availability of product on normal payment terms and the failure to achieve the expected results of our merchandising and marketing plans as well as our store opening or relocation plans. Additional assumptions, factors and risks concerning future conditions are discussed in the Risk Factors section of the Form 10-K, and may be discussed from time to time in our other filings with the SEC, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Most of these factors are difficult to predict accurately and are generally beyond our control.

Forward-looking statements are and will be based upon management’s then-current views and assumptions regarding future events and operating performance, and apply only as of the dates of such statements. Although management believes the expectations expressed in forward-looking statements are based on reasonable assumptions within the bounds of our knowledge, forward-looking statements, by their nature, involve risks, uncertainties and other factors, any one or a combination of which could materially affect our business, financial condition, results of operations or liquidity.

Readers should carefully review the Form 10-K in its entirety including, but not limited to, our financial statements and the notes thereto and the risks and uncertainties described in Part I, Item 1A (Risk Factors) of the Form 10-K. This report should be read in conjunction with the Form 10-K, and you should consider all of these risks, uncertainties and other factors carefully in evaluating forward-looking statements.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. We undertake no obligation to publicly update forward-looking statements whether as a result of new information, future events or otherwise. Readers are advised, however, to consult any further disclosures we make on related subjects in our public announcements and SEC filings.



27


For purposes of the following discussion, all references to the “third quarter 2019” and the “third quarter 2018” are for the 13-week fiscal periods ended November 2, 2019 and November 3, 2018, respectively, and all references to the “year-to-date 2019” and the “year-to-date 2018” are for the 39-week fiscal periods ended November 2, 2019 and November 3, 2018, respectively

The financial information, discussion and analysis that follow should be read in conjunction with our consolidated financial statements and the related notes included in this Form 10-Q as well as the financial and other information included in the Form 10-K.

Our Business

We are a retailer of trend-right, moderately priced, name-brand apparel, accessories, cosmetics, footwear and home goods. As of November 2, 2019, we operated in 42 states through 617 BEALLS, GOODY’S, PALAIS ROYAL, PEEBLES and STAGE department stores and 158 GORDMANS off-price stores, as well as an e-commerce website (www.stage.com). Our department stores are predominantly located in small towns and rural communities. Our off-price stores are predominantly located in smaller and mid-sized markets in the Midwest. In September 2019, we announced our plan to convert substantially all of our department stores to off-price beginning in February 2020. By the end of the third quarter of fiscal year 2020, we expect to be operating approximately 700 predominantly small-market, Gordmans stores, offering off-price values and broad assortments of name-brand merchandise in a fun, scarcity driven, treasure hunt experience.

Third Quarter 2019 Financial Overview

Select financial results for the third quarter 2019 were as follows (comparisons are to the third quarter 2018):

Net sales increased $52.2 million, or 15.0%.
Comparable sales increased 17.4%. Comparable sales consist of store sales after a store has been in operation for 14 full months, including pre-conversion department store sales, post-conversion off-price sales and e-commerce sales.
Net loss was $15.9 million compared to $31.4 million.
Loss per common share was $0.55, compared to a loss per common share of $1.11.
Adjusted net loss was $4.2 million compared to $30.5 million (see the reconciliation of non-GAAP financial measures on page 30).
Adjusted loss per common share was $0.15, compared to an adjusted loss per common share of $1.08 (see the reconciliation of non-GAAP financial measures on page 30).
Adjusted EBITDA was $15.3 million compared to adjusted EBITDA of $(13.2) million (see the reconciliation of non-GAAP financial measures on page 30).
Recognized impairment charges of $9.7 million compared to nil.
Converted 17 department stores to off-price, bringing the year-to-date conversion total to 89.

Strategy and Outlook

Our 2019 strategy is to grow our off-price stores, emphasize trending merchandise such as home goods, drive sales through pre-conversion promotions associated with our transition to off-price, and exit underperforming department stores. These initiatives, along with the strong performances of our home and women’s categories, contributed to the 17.4% increase in comparable sales for the third quarter 2019. Based on the sales trend for the year-to-date 2019, we expect to generate positive comparable sales for the fourth quarter.

In October 2019, we launched Amazon Hub Counter (“Counter”) pick-up points in our off-price and department stores. With Counter, Amazon shoppers have the option to pick up their Amazon packages at our stores. Counter is currently available over 700 of our stores. While it is still too early to determine the impact of the program on our sales, we expect Counter to bring in additional traffic to our stores.



28


Our 2019 and long-term strategic objectives are to:

Transition to an off-price business model by converting substantially all stores to off-price by the third quarter of 2020. The recent growth in the off-price retail industry, the success of our 2018 and 2019 off-price conversions, and our presence in small markets without major off-price competitors, have driven our strategy which we believe provides a sustained growth opportunity. Following the 2020 conversions, we will have more than 700 off-price stores, representing over 90% of our total sales volume in 2020. During the year-to-date 2019, we completed 89 store conversions and opened one new off-price store.

Build a national brand through our growing population of Gordmans off-price stores and promote brand recognition of our Gordmans nameplate through our private label credit card and loyalty program. In July 2019, we reissued our existing credit cards as a combined off-price and department store branded credit card to more than 2 million cardholders. We expect off-price credit sales as a percentage of total off-price sales to continue to grow in 2019 and beyond, and reach 25% in the future.

Expand the home department in our department stores to drive sales in this trending category and prepare for off-price conversion. During the first quarter 2019, we relocated the home department to the store front and added new high capacity home fixtures in the majority of our department stores. This, along with expanding the merchandise assortments, increased home department sales by approximately 150% in our department stores for the year-to-date 2019. We expect home department sales as a percent of total sales to increase in penetration and provide the greatest benefit to sales during the fourth quarter holiday gift period.

Optimize our supply chain to support the full-chain rollout of off-price conversions in 2020.
    
Shift our e-commerce operations to a drop-ship model to allow our stores, merchants and distribution centers to focus on our pivot to our off-price model. We plan to discontinue order fulfillment from our distribution centers and stores after the 2019 holiday shopping season.

Close 60 underperforming department stores in 2019. During the year-to-date 2019, we permanently closed 22 department stores. The majority of the remaining closures are planned for January 2020.
    
Store counts at the end of the third quarter 2019 and third quarter 2018 were as follows:        

 
November 2, 2019
 
November 3, 2018
Department stores
617

 
754

Off-price stores
158

 
68

Total stores
775

 
822




29



Non-GAAP Financial Measures

The following table presents adjusted earnings (loss) before interest, taxes, depreciation and amortization (adjusted EBITDA), adjusted net loss and adjusted diluted loss per share, non-GAAP financial measures. We believe the presentation of these supplemental non-GAAP financial measures helps facilitate comparisons of our operating performance across periods. In addition, management uses these non-GAAP financial measures to assess the results of our operations. Non-GAAP financial information should not be considered in isolation or viewed as a substitute for net income, cash flow from operations, diluted earnings per common share or other measures of performance as defined by GAAP.  Moreover, the inclusion of non-GAAP financial information as used herein is not necessarily comparable to other similarly titled measures of other companies due to the potential inconsistencies in the method of presentation and items considered. The following table sets forth the supplemental financial information and the reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measure (in thousands): 

 
Three Months Ended
 
Nine Months Ended
 
November 2, 2019
 
November 3, 2018
 
November 2, 2019
 
November 3, 2018
Net loss (GAAP)
$
(15,914
)

$
(31,353
)
 
$
(87,338
)
 
$
(79,953
)
Interest expense
4,070


3,350

 
12,187

 
8,253

Income tax expense
150


(12
)
 
450

 
288

Depreciation and amortization
15,272

 
13,988

 
45,144

 
44,135

Impairment of long-lived assets
9,680

 

 
11,295

 
1,070

Severance
425

 
819

 
2,928

 
938

Pre-opening expenses (a)
560

 

 
3,457

 

Store closing services
1,038

 

 
2,216

 

Adjusted EBITDA (non-GAAP)
$
15,281


$
(13,208
)

$
(9,661
)

$
(25,269
)
 
 
 
 
 
 
 
 
Net loss (GAAP)
$
(15,914
)
 
$
(31,353
)
 
$
(87,338
)
 
$
(79,953
)
Impairment of long-lived assets
9,680

 

 
11,295

 
1,070

Severance
425

 
819

 
2,928

 
938

Pre-opening expenses (a)
560

 

 
3,457

 

Store closing services
1,038

 

 
2,216

 

Adjusted net loss (non-GAAP)
$
(4,211
)
 
$
(30,534
)
 
$
(67,442
)
 
$
(77,945
)
 
 
 
 
 
 
 
 
Diluted loss per share (GAAP)
$
(0.55
)
 
$
(1.11
)
 
$
(3.04
)
 
$
(2.85
)
Impairment of long-lived assets
0.34

 

 
0.39

 
0.04

Severance
0.01

 
0.03

 
0.10

 
0.03

Pre-opening expenses (a)
0.02

 

 
0.12

 

Store closing services
0.04

 

 
0.08

 

Adjusted diluted loss per share (non-GAAP) (b)
$
(0.15
)
 
$
(1.08
)
 
$
(2.35
)
 
$
(2.78
)
 
 
 
 
 
 
 
 
(a) Pre-opening expenses include store payroll, marketing expenses, meals and travel expenses, and supplies.
(b) Per share amounts may not foot due to rounding.
 
 
 
 
 
 
 


30


Results of Operations

Third Quarter 2019 compared to Third Quarter 2018 and Year-to-Date 2019 compared to Year-to-Date 2018 (amounts in thousands, except percentages):

Net Sales

 
Three Months Ended
 
 
 
Nine Months Ended
 
 
 
November 2, 2019

November 3, 2018
 
Change
 
November 2, 2019

November 3, 2018
 
Change
Net sales
$
399,302

 
$
347,100

 
$
52,202

 
$
1,094,888

 
$
1,060,623

 
$
34,265

Sales percent change:
 
 
 
 
 
 
 
 
 
 
 
Total net sales
 
 
 
 
15.0
%
 
 
 
 
 
3.2
%
Comparable sales
 
 
 
 
17.4
%
 
 
 
 
 
5.3
%

Net sales for the third quarter 2019 increased compared to the third quarter 2018 primarily due to an increase in comparable sales, partially offset by store closures. The increase in comparable sales was driven by off-price conversions completed during 2019, strong performances of our home and women’s categories, and favorable response to pre-conversion promotions in our department stores as we execute our transition to off-price. The increase in comparable sales reflects increases in transaction count and average transaction value, with an increase in units per transaction partially offset by lower average unit retail.
Net sales for the year-to-date 2019 increased compared to the year-to-date 2018 primarily due to an increase in comparable sales, partially offset by store closures. The increase in comparable sales was driven by off-price conversions completed during 2019, strong performance of our home category, and favorable response to third quarter pre-conversion promotions in our department stores. The increase in comparable sales reflects increases in transaction count and average transaction value, with an increase in units per transaction partially offset by lower average unit retail.

Credit Income

 
Three Months Ended
 
 
 
Nine Months Ended
 
 
 
November 2, 2019

November 3, 2018
 
Change
 
November 2, 2019

November 3, 2018
 
Change
Credit income
$
15,678

 
$
13,324

 
$
2,354

 
$
42,774

 
$
43,143

 
$
(369
)
As a percent of net sales
3.9
%
 
3.8
%
 
0.1
%
 
3.9
%
 
4.1
%
 
(0.2
)%

The increase in credit income for the third quarter 2019 compared to the third quarter 2018 was primarily driven by higher credit sales and timing of income earned.


31


Cost of Sales and Gross Margin

 
Three Months Ended
 
 
 
Nine Months Ended
 
 
 
November 2, 2019
 
November 3, 2018
 
Change
 
November 2, 2019
 
November 3, 2018
 
Change
Net sales
$
399,302

 
$
347,100

 
$
52,202

 
$
1,094,888

 
$
1,060,623

 
$
34,265

Cost of sales and related buying, occupancy and distribution expenses
315,494

 
278,665

 
36,829

 
888,297

 
847,213

 
41,084

Gross profit
$
83,808

 
$
68,435

 
$
15,373

 
$
206,591

 
$
213,410

 
$
(6,819
)
As a percent of net sales
21.0
%
 
19.7
%
 
1.3
%
 
18.9
%
 
20.1
%
 
(1.2
)%

The increase in gross profit rate for the third quarter 2019 compared to the third quarter 2018 was driven by lower markdowns and sales leverage on fixed costs, partially offset by increased supply chain costs and impairment of long-lived assets.

The decrease in gross profit rate for the year-to-date 2019 compared to the year-to-date 2018 was primarily due to increased supply chain costs and impairment of long-lived assets.

Selling, General and Administrative Expenses (“SG&A Expenses”)

 
Three Months Ended
 
 
 
Nine Months Ended
 
 
 
November 2, 2019
 
November 3, 2018
 
Change
 
November 2, 2019
 
November 3, 2018
 
Change
SG&A expenses
$
111,180

 
$
109,774

 
$
1,406

 
$
324,066

 
$
327,965

 
$
(3,899
)
As a percent of net sales
27.8
%
 
31.6
%
 
(3.8
)%
 
29.6
%
 
30.9
%
 
(1.3
)%

The decrease in SG&A expenses rate for the third quarter 2019 compared to the third quarter 2018 was driven by lower store expenses due to the closure of underperforming stores, lower marketing costs associated with operating our off-price stores, planned reductions in department store marketing and sales leverage on fixed costs, partially offset by impairment of long-lived assets and higher incentive compensation costs due to better results.

The decrease in SG&A expenses rate for the year-to-date 2019 compared to the year-to-date 2018 was driven by lower store expenses due to the closure of underperforming stores, lower marketing costs associated with operating our off-price stores, planned reductions in department store marketing and sales leverage on fixed costs, partially offset by higher impairment of long-lived assets, pre-opening expenses associated with conversion stores in the year-to-date 2019 and higher incentive compensation costs due to better results.

Interest Expense

 
Three Months Ended
 
 
 
Nine Months Ended
 
 
 
November 2, 2019
 
November 3, 2018
 
Change
 
November 2, 2019
 
November 3, 2018
 
Change
Interest expense
$
4,070

 
$
3,350

 
$
720

 
$
12,187

 
$
8,253

 
$
3,934

As a percent of net sales
1.0
%
 
1.0
%
 
%
 
1.1
%
 
0.8
%
 
0.3
%

Interest expense is comprised of interest on borrowings under the Credit Facility, related letters of credit and commitment fees, amortization of debt issuance costs and interest on finance obligations. The increase in interest expense was primarily due to an increase in average borrowings and higher interest rates under the Credit Facility for the year-to-date 2019 compared to the year-to-date 2018. For the year-to-date 2019, the weighted average interest rate on outstanding borrowings and the average daily borrowings under the credit facility, including the term loan, were 4.6% and $320.9 million, respectively, as compared to 3.53% and $274.3 million for the year-to-date 2018.


32


Income Taxes

 
Three Months Ended
 
 
 
Nine Months Ended
 
 
 
November 2, 2019

November 3, 2018
 
Change
 
November 2, 2019

November 3, 2018
 
Change
Income tax expense (benefit)
$
150

 
$
(12
)
 
$
162

 
$
450

 
$
288

 
$
162

Effective tax rate
(1.0
)%
 
%
 
(1.0
)%
 
(0.5
)%
 
(0.4
)%
 
(0.1
)%

The effective income tax rate for the third quarter and year-to-date 2019 and the third quarter and year-to-date 2018, was approximately 0%. A valuation allowance has been recognized for substantially all tax benefits generated by tax losses in each period due to the uncertainly of realization, which is dependent upon generation of future taxable income. We expect our effective income tax rate to be approximately 0% percent for 2019.

Loss Before Income Tax and Net Loss

 
Three Months Ended
 
 
 
Nine Months Ended
 
 
 
November 2, 2019
 
November 3, 2018
 
Change
 
November 2, 2019
 
November 3, 2018
 
Change
Loss before income tax
$
(15,764
)
 
$
(31,365
)
 
$
15,601

 
$
(86,888
)
 
$
(79,665
)
 
$
(7,223
)
Net loss
(15,914
)
 
(31,353
)
 
15,439

 
(87,338
)
 
(79,953
)
 
(7,385
)


Seasonality and Inflation

Our business, like many other retailers, is subject to seasonal influences, with a significant portion of sales and income typically realized during the last quarter of our fiscal year. Working capital requirements fluctuate during the year and generally reach their highest levels during the third and fourth quarters. Because of the seasonality of our business, results from any quarter are not necessarily indicative of the results that may be achieved for a full fiscal year.
 
We do not believe that inflation has had a material effect on our results of operations. However, there can be no assurance that our business will not be affected by inflation in the future.


33




Liquidity and Capital Resources

Our liquidity is currently provided by (i) existing cash balances, (ii) operating cash flows, (iii) trade credit terms from our vendors and their factors and (iv) the Credit Facility. The loss of key vendors, or material changes in support by our vendors or their factors, can have a material impact on our business and liquidity. To date, we have successfully managed our vendor relationships to maintain inventory purchases at planned levels on acceptable payment terms. However, if we fail to meet our performance objectives, we may experience a tightening of credit or payment terms from our vendors or their factors. Our primary cash requirements are for operational needs, including rent and salaries, inventory purchases, and capital investments in our stores, supply chain and information technology.

Our working capital fluctuates with seasonal variations which affect our borrowings and availability under the Credit Facility. Our availability under the Credit Facility is generally highest after the holiday selling season and is lowest just before this season as we build inventory levels. Based on our current expectations regarding our operating results, we believe that our sources of liquidity will be sufficient to cover working capital needs, planned capital expenditures and debt service requirements for at least the next 12 months.

 Key components of our cash flow are summarized below (in thousands):
 
Nine Months Ended
 
 
 
November 2, 2019

November 3, 2018
 
Change
Net cash (used in) provided by:



 
 
Operating activities
$
(76,910
)

$
(136,917
)
 
$
60,007

Investing activities
(22,258
)

(19,444
)
 
(2,814
)
Financing activities
109,606


160,936

 
(51,330
)

Operating Activities

During the year-to-date 2019, we used $76.9 million in cash from operating activities. Net loss, adjusted for non-cash expenses, provided cash of approximately $25.9 million, including non-cash operating lease expense of $52.6 million. Changes in operating assets and liabilities used net cash of approximately $107.7 million, which included a $156.9 million increase in merchandise inventories, primarily due to the seasonal build of inventories, and a $56.2 million decrease in operating lease liabilities, partially offset by a $15.1 million decrease in other assets and a $90.4 million increase in accounts payable and other liabilities. Additionally, cash flows from operating activities included construction allowances from landlords of $4.8 million, which funded a portion of the capital expenditures in investing activities.

During the year-to-date 2018, we used $136.9 million in cash from operating activities. Net loss, adjusted for non-cash expenses, used cash of approximately $30.1 million.  Changes in operating assets and liabilities used net cash of approximately $107.6 million, which included a $163.9 million increase in merchandise inventories, primarily due to the seasonal build of inventories, partially offset by a $4.9 million decrease in other assets and a $51.4 million increase in accounts payable and other liabilities. Additionally, cash flows from operating activities included construction allowances from landlords of $0.8 million, which funded a portion of the capital expenditures in investing activities.

The $60.0 million year-over-year improvement was driven by (i) a $39.0 million favorable change in cash flows from accounts payable and other liabilities resulting from continued trade support, (ii) a $7.0 million favorable change in cash flows from inventories attributable to faster inventory turnover, lower inventory investments in off-price stores compared to department stores, and the closure of underperforming stores, (iii) a $10.2 million favorable change in cash flows from other assets, and (iv) a $3.8 million improvement in net loss excluding non-cash depreciation, amortization and impairment.


34


Investing Activities

Net cash used in investing activities increased $2.8 million to $22.3 million for the year-to-date 2019, compared to $19.4 million for the year-to-date 2018.

Capital expenditures were $25.1 million for the year-to-date 2019, compared to $21.8 million for the year-to-date 2018. The increase in capital expenditures reflect our investments in converting stores to off-price and adding high capacity home fixtures in our department stores. We received construction allowances from landlords of $4.8 million in the year-to-date 2019, which are included in cash flows from operating activities, and were used to fund a portion of the capital expenditures. These funds are recorded as a reduction from our operating lease assets on the balance sheet and are recognized as an offset to rent expense over the lease term commencing with the date the allowances are earned.

We estimate that capital expenditures in 2019, net of construction allowances to be received from landlords, will be approximately $30.0 million. The expenditures will principally be for investments in our stores, supply chain and technology.

Financing Activities

Net cash provided by financing activities decreased $51.3 million to $109.6 million for the year-to-date 2019, compared to $160.9 million for the year-to-date 2018, primarily due to lower net borrowings during the current year under the Credit Facility due to improved cash usage in the year-to-date 2019 compared to the year-to-date 2018.

We use the Credit Facility to provide financing for working capital and general corporate purposes, as well as to finance capital expenditures and to support our letter of credit requirements. Borrowings are limited to the availability under a borrowing base that is determined principally on eligible inventory as defined by the Credit Facility agreement. The Credit Facility is secured by our inventory, cash, cash equivalents, and substantially all of our other assets. The daily interest rates are determined by a prime rate or LIBOR, plus an applicable margin, as set forth in the credit facility agreement. For the nine months ended November 2, 2019, the weighted average interest rate on outstanding borrowings and the average daily borrowings on the credit facility, including the term loan, were 4.6% and $320.9 million, respectively, compared to 3.5% and $274.3 million for the year-to-date 2018.

Letters of credit issued under the credit facility support certain merchandise purchases and collateralize retained risks and deductibles under various insurance programs. At November 2, 2019, outstanding letters of credit totaled approximately $6.5 million. These letters of credit expire within 12 months of issuance and may be renewed.

The Credit Facility agreement contains a covenant requiring us to maintain excess availability at or above $35.0 million or 10% of the Adjusted Combined Loan Cap (as defined therein). The Credit Facility agreement also contains covenants which, among other things, restrict (i) the amount of additional debt or capital lease obligations, (ii) the payment of dividends to $30.0 million in a fiscal year, and (iii) the repurchase of common stock under certain circumstances. At November 2, 2019, we were in compliance with the debt covenants of the credit facility agreement and we expect to remain in compliance for the next 12 months. Excess availability under the credit facility at November 2, 2019 was $100.7 million.


35


Recent Accounting Standards

Disclosure concerning recent accounting standards is incorporated by reference to Note 1 of our Condensed Consolidated Financial Statements (Unaudited) contained in this Form 10-Q.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

No response is required under Item 305 of Regulation S-K.

ITEM 4.    CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures, as that term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have each concluded that such disclosure controls and procedures were effective as of the end of the period covered by this report.

Internal Control Over Financial Reporting

As defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act, the term “internal control over financial reporting” means a process designed by, or under the supervision of, the issuer’s principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

(1)
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;

(2)
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and

(3)
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material adverse effect on the financial statements.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. There were no changes in our internal control over financial reporting during the three months ended November 2, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

No response is required under Item 103 of Regulation S-K.


36




ITEM 1A.    RISK FACTORS

In addition to the other information set forth in this report, readers should carefully consider the factors discussed in Part I, Item 1A (Risk Factors) of the Form 10-K. There have not been any material changes from the risk factors as previously disclosed in the Form 10-K, except updates to the following risk factors:

Risks associated with our vendors from whom our products are sourced may have a material adverse effect on our business and financial condition. Our merchandise is sourced from a variety of domestic and international vendors. All our vendors must comply with applicable laws, including our required standards of conduct. Political or financial instability, trade restrictions, tariffs, currency exchange rates, transport capacity and costs and other factors relating to foreign trade, the ability to access suitable merchandise on acceptable terms and the financial viability of our vendors are beyond our control and may adversely impact our performance.

Risks associated with future economic and industry trends may have a material adverse effect on our business and financial condition. A slowdown in the U.S. economy, an uncertain global economic outlook or a credit crisis could adversely affect consumer spending habits resulting in lower net sales and profits than expected on a quarterly or annual basis. Consumer confidence is also affected by the domestic and international political situation. We are still evaluating the potential impact of the tariffs that the current U.S. Administration has imposed and may continue to impose on imports from China and other countries around the world, as well as other recent changes in foreign trade policy on our supply chain, costs, sales and profitability. We are actively working through strategies to mitigate such impact, including reviewing sourcing options and working with our vendors and merchants. At this time, it is unknown how long U.S. tariffs on Chinese goods will remain in effect or whether additional tariffs will be imposed. While it is too early to predict how these changes in foreign trade policy and any recently enacted, proposed and future tariffs will affect our business, these changes have the potential to adversely impact demand for our products, our costs, consumer prices, and/or the U.S. economy, which in turn could adversely impact our results of operations and business.




37


ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On March 7, 2011, our Board approved a stock repurchase program (“2011 Stock Repurchase Program”), which authorized us to repurchase up to $200.0 million of our outstanding common stock. The 2011 Stock Repurchase Program will expire when we have exhausted the authorization, unless terminated earlier by our Board. Through November 2, 2019, we repurchased approximately $141.6 million of our outstanding common shares under the 2011 Stock Repurchase Program. Also in March 2011, our Board authorized us to repurchase shares of our outstanding common stock equal to the amount of the proceeds and related tax benefits from the exercise of stock options, stock appreciation rights and other equity grants. Purchases of shares of our common stock may be made from time to time, either on the open market or through privately negotiated transactions and are financed by our existing cash, cash flow and other liquidity sources, as appropriate.

The table below sets forth information regarding our repurchases of common stock during the three months ended November 2, 2019:

ISSUER PURCHASES OF EQUITY SECURITIES
Period
 
Total Number of Shares Purchased (a)
 
Average Price Paid Per Share (a)
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
 
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (b)
 
 
 
 
 
 
 
 
 
August 4, 2019 to August 31, 2019
 
19,619

 
$
0.72

 

 
$
58,351,202

 
 
 
 
 
 
 
 
 
September 1, 2019 to October 5, 2019
 
649,120

 
1.37

 

 
$
58,351,202

 
 
 
 
 
 
 
 
 
October 6, 2019 to November 2, 2019
 
5,478

 
2.18

 

 
$
58,351,202

 
 
 
 
 
 
 
 
 
Total
 
674,217

 
$
1.36

 

 
 

(a) Although we did not repurchase any of our common stock during the three months ended November 2, 2019 under the 2011 Stock Repurchase Program:
We reacquired 7,927 shares of common stock from certain employees to cover tax withholding obligations from the vesting of restricted stock at a weighted average acquisition price of $1.98 per common share; and
The trustee of the grantor trust established by us for the purpose of holding assets under our deferred compensation plan purchased an aggregate of 666,290 shares of our common stock in the open market at a weighted average price of $1.35 in connection with the option to invest in our stock under the deferred compensation plan and reinvestment of dividends paid on our common stock held in trust in the deferred compensation plan.
(b) Reflects the $200.0 million authorized under the 2011 Stock Purchase Program, less the $141.6 million repurchased as of November 2, 2019 using our existing cash, cash flow and other liquidity sources since March 2011.



38


ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.    MINE SAFETY DISCLOSURES

None.

ITEM 5.    OTHER INFORMATION

None.

ITEM 6.    EXHIBITS

The following documents are the exhibits to this Form 10-Q. For convenient reference, each exhibit is listed according to the Exhibit Table of Item 601 of Regulation S-K.
Exhibit
Number
 
Description
 
 
 
31.1*
 
 
31.2*
 
 
32*
 
 
101.INS
Inline XBRL Instance Document - the instance document does not appear in Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
 
 
101.SCH
Inline XBRL Taxonomy Extension Schema Document
 
 
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
 
 
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
 
 
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
 
 
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
 
 
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
_______________________________________
*
Filed electronically herewith.



39


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
STAGE STORES, INC.
 
 
Dated: December 12, 2019
/s/ Michael L. Glazer
 
Michael L. Glazer
 
President and Chief Executive Officer
 
(Principal Executive Officer)
 
 
 
 
Dated: December 12, 2019
/s/ Jason T. Curtis
 
Jason T. Curtis
 
Executive Vice President, Chief Financial Officer and Treasurer
 
(Principal Financial Officer)
 
 


40
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