v2.4.0.6
Document and Entity Information
9 Months Ended
Nov. 02, 2013
Nov. 29, 2013
Document and Entity Information    
Entity Registrant Name PEP BOYS MANNY MOE & JACK  
Entity Central Index Key 0000077449  
Document Type 10-Q  
Document Period End Date Nov. 02, 2013  
Amendment Flag false  
Current Fiscal Year End Date --02-01  
Entity Current Reporting Status Yes  
Entity Filer Category Accelerated Filer  
Entity Common Stock, Shares Outstanding   53,177,972
Document Fiscal Year Focus 2013  
Document Fiscal Period Focus Q3  
v2.4.0.6
CONSOLIDATED BALANCE SHEETS (USD $)
In Thousands, unless otherwise specified
Nov. 02, 2013
Feb. 02, 2013
Current assets:    
Cash and cash equivalents $ 55,798 $ 59,186
Accounts receivable, less allowance for uncollectible accounts of $1,310 and $1,302 24,942 23,897
Merchandise inventories 664,901 641,208
Prepaid expenses 16,801 28,908
Other current assets 52,249 60,438
Assets held for sale 500  
Total current assets 815,191 813,637
Property and equipment, net of accumulated depreciation of $1,214,802 and $1,162,909 631,639 657,270
Goodwill 56,841 46,917
Deferred income taxes 48,311 47,691
Other long-term assets 37,265 38,434
Total assets 1,589,247 1,603,949
Current liabilities:    
Accounts payable 253,818 244,696
Trade payable program liability 134,703 149,718
Accrued expenses 225,249 232,277
Deferred income taxes 59,455 58,441
Current maturities of long-term debt 2,000 2,000
Total current liabilities 675,225 687,132
Long-term debt less current maturities 196,500 198,000
Other long-term liabilities 49,618 53,818
Deferred gain from asset sales 117,974 127,427
Commitments and contingencies      
Stockholders' equity:    
Common stock, par value $1 per share: authorized 500,000,000 shares; issued 68,557,041 shares 68,557 68,557
Additional paid-in capital 296,578 295,679
Retained earnings 436,933 430,148
Accumulated other comprehensive income (loss) 339 (980)
Treasury stock, at cost - 15,442,779 shares and 15,431,298 shares (252,477) (255,832)
Total stockholders' equity 549,930 537,572
Total liabilities and stockholders' equity $ 1,589,247 $ 1,603,949
v2.4.0.6
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)
In Thousands, except Share data, unless otherwise specified
Nov. 02, 2013
Feb. 02, 2013
CONSOLIDATED BALANCE SHEETS    
Accounts receivable, allowance for uncollectible accounts (in dollars) $ 1,310 $ 1,302
Property and equipment, accumulated depreciation $ 1,214,802 $ 1,162,909
Common stock, par value (in dollars per share) $ 1 $ 1
Common stock, authorized shares 500,000,000 500,000,000
Common stock, issued shares 68,557,041 68,557,041
Treasury stock, shares 15,442,779 15,431,298
v2.4.0.6
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 9 Months Ended
Nov. 02, 2013
Oct. 27, 2012
Nov. 02, 2013
Oct. 27, 2012
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)        
Merchandise sales $ 394,346 $ 401,146 $ 1,223,813 $ 1,226,858
Service revenue 112,696 108,462 347,022 333,025
Total revenues 507,042 509,608 1,570,835 1,559,883
Costs of merchandise sales 267,489 284,626 838,126 863,533
Costs of service revenue 116,741 108,942 349,348 322,057
Total costs of revenues 384,230 393,568 1,187,474 1,185,590
Gross profit from merchandise sales 126,857 116,520 385,687 363,325
Gross (loss) profit from service revenue (4,045) (480) (2,326) 10,968
Total gross profit 122,812 116,040 383,361 374,293
Selling, general and administrative expenses 115,104 112,028 354,236 346,015
Net loss from dispositions of assets (67) (221) (213) (232)
Operating profit 7,641 3,791 28,912 28,046
Merger termination fees, net   (139)   42,816
Other income 524 655 1,367 1,646
Interest expense 3,643 17,057 10,885 30,000
Earnings (loss) from continuing operations before income taxes and discontinued operations 4,522 (12,750) 19,394 42,508
Income tax expense (benefit) 3,509 (6,055) 9,074 15,035
Earnings (loss) from continuing operations before discontinued operations 1,013 (6,695) 10,320 27,473
Loss from discontinued operations, net of tax (49) (64) (124) (122)
Net earnings (loss) 964 (6,759) 10,196 27,351
Basic earnings (loss) per share:        
Earnings (loss) from continuing operations before discontinued operations (in dollars per share) $ 0.02 $ (0.13) $ 0.19 $ 0.51
Basic earnings (loss) per share (in dollars per share) $ 0.02 $ (0.13) $ 0.19 $ 0.51
Diluted earnings (loss) per share:        
Earnings (loss) from continuing operations before discontinued operations (in dollars per share) $ 0.02 $ (0.13) $ 0.19 $ 0.51
Diluted earnings (loss) per share (in dollars per share) $ 0.02 $ (0.13) $ 0.19 $ 0.51
Other comprehensive (loss) income:        
Defined benefit plan adjustment, net of tax   354   1,062
Derivative financial instruments adjustment, net of tax (372) 4,607 1,319 6,537
Other comprehensive (loss) income (372) 4,961 1,319 7,599
Comprehensive income (loss) $ 592 $ (1,798) $ 11,515 $ 34,950
v2.4.0.6
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Nov. 02, 2013
Oct. 27, 2012
Cash flows from operating activities:    
Net earnings $ 10,196 $ 27,351
Adjustments to reconcile net earnings to net cash provided by continuing operations:    
Loss from discontinued operations, net of tax 124 122
Depreciation 59,941 59,279
Amortization of deferred gain from asset sales (9,453) (9,453)
Amortization of deferred financing costs 1,952 3,703
Stock compensation expense 2,451 622
Deferred income taxes (478) 14,521
Net loss from disposition of assets 213 232
Loss from asset impairment 4,882 8,802
Other (322) (62)
Changes in operating assets and liabilities:    
Decrease in accounts receivable, prepaid expenses and other 18,431 22,510
Increase in merchandise inventories (23,693) (20,116)
Increase in accounts payable 7,746 14,510
Decrease in accrued expenses (6,589) (4,208)
Decrease in other long-term liabilities (2,354) (1,369)
Net cash provided by continuing operations 63,047 116,444
Net cash used in discontinued operations (193) (215)
Net cash provided by operating activities 62,854 116,229
Cash flows from investing activities:    
Capital expenditures (38,334) (36,760)
Proceeds from dispositions of assets 19 15
Acquisitions, net of cash acquired (10,741)  
Release of collateral investment 1,000  
Net cash used in investing activities (48,056) (36,745)
Cash flows from financing activities:    
Borrowings under line of credit agreements 1,926 1,780
Payments under line of credit agreements (1,926) (1,780)
Borrowings on trade payable program liability 114,804 123,408
Payments on trade payable program liability (129,819) (82,904)
Payments for finance issuance costs   (6,442)
Borrowings under new debt   200,000
Debt payments (1,500) (295,122)
Proceeds from stock issuance 1,079 1,999
Repurchase of common stock (2,750)  
Net cash used in financing activities (18,186) (59,061)
Net (decrease) increase in cash and cash equivalents (3,388) 20,423
Cash and cash equivalents at beginning of period 59,186 58,244
Cash and cash equivalents at end of period 55,798 78,667
Supplemental disclosure of cash flow information:    
Cash paid for income taxes 4,322 2,635
Cash received from income tax refunds 51  
Cash paid for interest 9,149 28,554
Non-cash investing activities:    
Accrued purchases of property and equipment $ 2,369 $ 2,008
v2.4.0.6
BASIS OF PRESENTATION
9 Months Ended
Nov. 02, 2013
BASIS OF PRESENTATION  
BASIS OF PRESENTATION

NOTE 1BASIS OF PRESENTATION

 

The Pep Boys — Manny, Moe & Jack and subsidiaries’ (the “Company”) consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of the Company’s financial statements requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, sales, costs and expenses, as well as the disclosure of contingent assets and liabilities and other related disclosures. The Company bases its estimates on historical experience and on various other assumptions that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of the Company’s assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates, and the Company includes any revisions to its estimates in the results for the period in which the actual amounts become known.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted, as permitted by Rule 10-01 of the Securities and Exchange Commission’s Regulation S-X, “Interim Financial Statements.” It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2013. The results of operations for the thirty-nine weeks ended November 2, 2013 are not necessarily indicative of the operating results for the full fiscal year.

 

The consolidated financial statements presented herein are unaudited. In the opinion of management, all adjustments necessary to present fairly the financial position, results of operations and cash flows as of November 2, 2013 and for all periods presented have been made.  Certain prior period amounts have been reclassified to conform to current period presentation. These reclassifications had no effect on reported totals for assets, liabilities, shareholders’ equity, cash flows or net income.

 

The Company’s fiscal year ends on the Saturday nearest to January 31.  Fiscal 2013, which ends February 1, 2014, is comprised of 52 weeks.  Fiscal 2012, which ended February 2, 2013, was comprised of 53 weeks.  The Company operated 793 store locations at November 2, 2013, of which 249 were owned and 544 were leased.

v2.4.0.6
NEW ACCOUNTING STANDARDS
9 Months Ended
Nov. 02, 2013
NEW ACCOUNTING STANDARDS  
NEW ACCOUNTING STANDARDS

NOTE 2NEW ACCOUNTING STANDARDS

 

In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (“ASU 2013-11”).  ASU 2013-11 states that an unrecognized tax benefit should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, if available at the reporting date under the applicable tax law to settle any additional income taxes that would result from the disallowance of a tax position.  If the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company does not believe the adoption of this guidance will have a material impact on its consolidated financial statements.

 

In February 2013, the FASB issued ASU No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” (“ASU 2013-02”), which requires companies to provide information about the amounts reclassified out of accumulated other comprehensive income (“AOCI”) by component. In addition, companies are required to report significant amounts reclassified out of AOCI by the respective line items of net income if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, companies are required to cross-reference to other disclosures that provide additional detail on those amounts. ASU 2013-02 does not change the current requirements for reporting net income or other comprehensive income in the financial statements, and is effective prospectively for reporting periods beginning after December 15, 2012. The adoption of ASU 2013-02 did not have a material impact on the Company’s consolidated financial statements.

v2.4.0.6
ACQUISITIONS
9 Months Ended
Nov. 02, 2013
ACQUISITIONS  
ACQUISITIONS

NOTE 3—ACQUISITIONS

 

During the third quarter of Fiscal 2013, the Company paid $10.7 million to purchase 18 Service & Tire Centers located in Southern California from AKH Company, Inc., which had operated under the name Discount Tire Centers.  This acquisition was financed using cash on hand.  Collectively, the acquired stores produced approximately $26.1 million in sales annually based on unaudited pre-acquisition historical information.  The results of operations of these acquired stores are included in the Company’s results of operations as of the date of acquisition.

 

The Company expensed all costs related to this acquisition during Fiscal 2013.  The total costs related to this acquisition were immaterial and are included in the consolidated statement of operations within selling, general and administrative expenses.

 

The purchase price of the acquisition was preliminarily allocated to tangible assets of approximately $0.8 million and $0.1 million in intangible assets, with the remaining $9.9 million recorded as goodwill.  The goodwill was primarily related to growth opportunities.  The Company believes that any subsequent adjustments to the purchase price allocation will not be material.

 

As the acquisition was immaterial to the Company’s operating results for the thirteen and thirty-nine week periods ended November 2, 2013, pro forma results of operations are not disclosed.

v2.4.0.6
MERCHANDISE INVENTORIES
9 Months Ended
Nov. 02, 2013
MERCHANDISE INVENTORIES  
MERCHANDISE INVENTORIES

NOTE 4—MERCHANDISE INVENTORIES

 

Merchandise inventories are valued at the lower of cost or market. Cost is determined by using the last-in, first-out (“LIFO”) method. An actual valuation of inventory under the LIFO method can be made only at the end of each fiscal year based on inventory and costs at that time. Accordingly, interim LIFO calculations must be based on management’s estimates of expected fiscal year-end inventory levels and costs. If the first-in, first-out (“FIFO”) method of costing inventory had been used by the Company, inventory would have been $589.8 million and $565.8 million as of November 2, 2013 and February 2, 2013, respectively.

 

The Company’s inventory, consisting primarily of automotive tires, parts, and accessories, is used on vehicles typically having long lives. Because of this, and combined with the Company’s historical experience of returning excess inventory to the Company’s vendors for full credit, the risk of obsolescence is minimal. The Company establishes a reserve for excess inventory for instances where less than full credit will be received for such returns or where the Company anticipates items will be sold at retail prices that are less than recorded costs. The reserve is based on management’s judgment, including estimates and assumptions regarding marketability of products, the market value of inventory to be sold in future periods and on historical experiences where the Company received less than full credit from vendors for product returns. The Company also provides for estimated inventory shrinkage based upon historical levels and the results of its cycle counting program. The Company’s inventory adjustments for these matters were approximately $5.1 million and $4.6 million as of November 2, 2013 and February 2, 2013, respectively.

v2.4.0.6
WARRANTY RESERVE
9 Months Ended
Nov. 02, 2013
WARRANTY RESERVE  
WARRANTY RESERVE

NOTE 5WARRANTY RESERVE

 

The Company provides warranties for both its merchandise sales and service labor. Warranties for merchandise are generally covered by the respective vendors, with the Company covering any costs above the vendor’s stipulated allowance. Service labor is warranted in full by the Company for a limited specific time period. The Company establishes its warranty reserves based on historical experiences. These costs are included in either costs of merchandise sales or costs of service revenues in the consolidated statements of operations.

 

The reserve for warranty cost activity for the thirty-nine weeks ended November 2, 2013 and the fifty-three weeks ended February 2, 2013 is as follows:

 

(dollar amounts in thousands)

 

November 2, 2013

 

February 2, 2013

 

Beginning balance

 

$

864

 

$

673

 

 

 

 

 

 

 

Additions related to current period sales

 

10,474

 

11,920

 

 

 

 

 

 

 

Warranty costs incurred in current period

 

(10,433

)

(11,729

)

 

 

 

 

 

 

Ending balance

 

$

905

 

$

864

 

v2.4.0.6
DEBT AND FINANCING ARRANGEMENTS
9 Months Ended
Nov. 02, 2013
DEBT AND FINANCING ARRANGEMENTS  
DEBT AND FINANCING ARRANGEMENTS

NOTE 6DEBT AND FINANCING ARRANGEMENTS

 

The following are the components of debt and financing arrangements:

 

(dollar amounts in thousands)

 

November 2, 2013

 

February 2, 2013

 

Senior Secured Term Loan, due October 2018

 

$

198,500

 

$

200,000

 

Revolving Credit Agreement, through July 2016

 

 

 

Long-term debt

 

198,500

 

200,000

 

Current maturities

 

(2,000

)

(2,000

)

Long-term debt less current maturities

 

$

196,500

 

$

198,000

 

 

The Company has a Revolving Credit Agreement (the “Agreement”) with available borrowings up to $300.0 million and a maturity of July 2016.  As of November 2, 2013, the Company had no borrowings outstanding under the Agreement and $44.8 million of availability was utilized to support outstanding letters of credit. Taking this into account and the borrowing base requirements (including reduction for amounts outstanding under the vendor financing program), as of November 2, 2013 there was $152.7 million of availability remaining under the Agreement.

 

On November 12, 2013, the Company entered into the First Amendment to the Second Amended and Restated Credit Agreement, dated October 11, 2012, among the Company, Wells Fargo Bank, N.A., as Administrative Agent, and the other parties thereto.  The First Amendment reduces the interest rate payable by the Company from LIBOR, subject to a 1.25% floor, plus 3.75% to LIBOR, subject to a 1.25% floor, plus 3.00%.  The reduction in the interest rate is anticipated to result in approximately $1.5 million in annualized interest savings.

 

The Company’s debt agreements require compliance with covenants. The most restrictive of these covenants, an earnings before interest, taxes, depreciation and amortization (“EBITDA”) requirement, is triggered if the Company’s availability under its Revolving Credit Agreement plus unrestricted cash drops below $50.0 million. As of November 2, 2013, the Company was in compliance with all financial covenants contained in its debt agreements.

 

The Company has a vendor financing program with availability up to $200.0 million which is funded by various bank participants who have the ability, but not the obligation, to purchase account receivables owed by the Company directly from vendors. The Company, in turn, makes the regularly scheduled full vendor payments to the bank participants. There was an outstanding balance of $134.7 million and $149.7 million under the program as of November 2, 2013 and February 2, 2013, respectively.

 

Interest rates that are currently available to the Company for issuance of debt with similar terms and remaining maturities are used to estimate fair value for debt obligations and are considered a level 2 measure under the fair value hierarchy. The estimated fair value of long-term debt including current maturities was $199.5 million and $203.5 million as of November 2, 2013 and February 2, 2013, respectively.

v2.4.0.6
INCOME TAXES
9 Months Ended
Nov. 02, 2013
INCOME TAXES  
INCOME TAXES

NOTE 7—INCOME TAXES

 

The Company recognizes taxes payable for the current year, as well as deferred tax assets and liabilities for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. The Company’s effective income tax rate differs from the U.S. statutory rate principally due to foreign taxes related to the Company’s Puerto Rico operations, state taxes, and certain other permanent tax items. The annual rate depends on a number of factors, including the jurisdiction in which operating profit is earned, and the timing and nature of discrete items.  The effective tax rate of 77.6% for the thirteen weeks ended November 2, 2013 increased by 30.1% from the 47.5% recorded in the corresponding period of the prior year.  The increase in rate was primarily due to a change in the mix of operating profit within certain tax jurisdictions and the impact of a tax law change in Puerto Rico that was enacted in the second quarter of 2013.

 

For the thirty-nine weeks ended November 2, 2013 and October 27, 2012, the effective tax rate was 46.8% and 35.4%, respectively.

 

For income tax benefits related to uncertain tax positions to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. During the thirty-nine weeks ended November 2, 2013, there were no material changes to the Company’s liability for uncertain tax positions.

v2.4.0.6
EARNINGS PER SHARE
9 Months Ended
Nov. 02, 2013
EARNINGS PER SHARE  
EARNINGS PER SHARE

NOTE 8EARNINGS PER SHARE

 

The following table presents the calculation of basic and diluted earnings (loss) per share for earnings (loss) from continuing operations and net earnings (loss):

 

 

 

Thirteen Weeks Ended

 

Thirty-nine Weeks Ended

 

(dollar amounts in thousands, except per share amounts)

 

November 2,
2013

 

October 27,
2012

 

November 2,
2013

 

October 27,
2012

 

 

 

 

 

 

 

 

 

 

 

 

(a)

Earnings (loss) from continuing operations

 

$

1,013

 

$

(6,695

)

$

10,320

 

$

27,473

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from discontinued operations, net of tax

 

(49

)

(64

)

(124

)

(122

)

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings (loss)

 

$

964

 

$

(6,759

)

$

10,196

 

$

27,351

 

 

 

 

 

 

 

 

 

 

 

 

(b)

Basic average number of common shares outstanding during period

 

53,315

 

53,304

 

53,363

 

53,175

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares assumed issued upon exercise of dilutive stock options, net of assumed repurchase, at the average market price

 

615

 

 

599

 

768

 

 

 

 

 

 

 

 

 

 

 

 

(c)

Diluted average number of common shares assumed outstanding during period

 

53,930

 

53,304

 

53,962

 

53,943

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per share:

 

 

 

 

 

 

 

 

 

 

Earnings (loss) from continuing operations (a/b)

 

$

0.02

 

$

(0.13

)

$

0.19

 

$

0.51

 

 

Discontinued operations, net of tax

 

 

 

 

 

 

Basic earnings (loss) per share

 

$

0.02

 

$

(0.13

)

$

0.19

 

$

0.51

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per share:

 

 

 

 

 

 

 

 

 

 

Earnings (loss) from continuing operations (a/c)

 

$

0.02

 

$

(0.13

)

$

0.19

 

$

0.51

 

 

Discontinued operations, net of tax

 

 

 

 

 

 

Diluted earnings (loss) per share

 

$

0.02

 

$

(0.13

)

$

0.19

 

$

0.51

 

 

As of November 2, 2013 and October 27, 2012, respectively, there were 2,572,000 and 2,571,000 outstanding options and restricted stock units. Certain stock options were excluded from the calculation of diluted earnings per share because their exercise prices were greater than the average market price of the common shares for the periods then ended and therefore would be anti-dilutive. The total number of such shares excluded from the diluted earnings per share calculation is 824,000 and 2,571,000 for the thirteen weeks ended November 2, 2013 and October 27, 2012, respectively.  The total number of such shares excluded from the diluted earnings per share calculation is 1,011,000 and 740,494 for the thirty-nine weeks ended November 2, 2013 and October 27, 2012.

v2.4.0.6
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
9 Months Ended
Nov. 02, 2013
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)  
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

NOTE 9ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

 

The following table presents changes in accumulated other comprehensive income (loss) for the thirteen and thirty-nine weeks ended November 2, 2013, net of tax:

 

 

 

Gains on Cash Flow Hedges

 

 

 

Thirteen weeks
ended

 

Thirty-nine weeks
ended

 

(dollar amounts in thousands)

 

November 2, 2013

 

November 2, 2013

 

Beginning balance

 

$

711

 

$

(980

)

 

 

 

 

 

 

Other comprehensive income before reclassifications, net of $283 tax benefit and $618 tax

 

(471

)

1,032

 

Amounts reclassified from accumulated other comprehensive income (loss), net of $59 and $172 tax (a)

 

99

 

287

 

Net current-period other comprehensive income

 

(372

)

1,319

 

 

 

 

 

 

 

Ending balance

 

$

339

 

$

339

 

 

(a)  Reclassified amount increased interest expense.

v2.4.0.6
BENEFIT PLANS
9 Months Ended
Nov. 02, 2013
BENEFIT PLANS  
BENEFIT PLANS

NOTE 10BENEFIT PLANS

 

During the first three quarters of fiscal 2013, contribution expense to the Company’s defined contribution supplemental executive retirement plan (the “Account Plan”) and qualified 401(k) savings plan was $2.5 million.  For fiscal 2013, contributions to the Account Plan are contingent upon meeting certain performance metrics.  The Company did not record any contribution expense for these plans in fiscal 2012.

 

During the fourth quarter of fiscal 2012, the Company terminated its defined benefit pension plan and contributed $14.1 million to fully fund the plan on a termination basis.  Accordingly, the Company has no further defined benefit pension expense.

 

Pension expense for the first three quarters of fiscal 2012 was as follows:

 

 

 

Thirty-nine weeks ended

 

(dollar amounts in thousands)

 

October 27, 2012

 

Interest cost

 

$

1,857

 

Expected return on plan assets

 

(2,112

)

Amortization of net loss

 

1,699

 

Net periodic benefit cost

 

$

1,444

v2.4.0.6
STOCKHOLDERS' EQUITY
9 Months Ended
Nov. 02, 2013
STOCKHOLDERS' EQUITY  
STOCKHOLDERS' EQUITY

NOTE 11—STOCKHOLDERS’ EQUITY

 

On December 12, 2012, the Company’s Board of Directors authorized a program to repurchase up to $50.0 million of the Company’s common stock to be made from time to time in the open market or in privately negotiated transactions, with no expiration date. During the first three quarters of fiscal 2013, the Company repurchased 237,624 shares of common stock for $2.8 million. The repurchased shares are included in the Company’s treasury stock.

v2.4.0.6
EQUITY COMPENSATION PLANS
9 Months Ended
Nov. 02, 2013
EQUITY COMPENSATION PLANS  
EQUITY COMPENSATION PLANS

NOTE 12—EQUITY COMPENSATION PLANS

 

The Company has stock-based compensation plans, under which it grants stock options and restricted stock units to key employees and members of its Board of Directors. The Company generally recognizes compensation expense on a straight-line basis over the vesting period.

 

STOCK OPTIONS

 

The following table summarizes options activity under the Company’s plans for the thirty-nine weeks ended November 2, 2013:

 

 

 

Number of Shares

 

Outstanding — beginning balance

 

1,678,593

 

Granted

 

308,963

 

Exercised

 

(123,159

)

Forfeited

 

(70,195

)

Expired

 

(63,420

)

Outstanding — ending balance

 

1,730,782

 

 

In the first nine months of fiscal 2013, the Company granted approximately 309,000 stock options with a weighted average grant date fair value of $5.11 per unit.  These options have a seven-year term and vest over a three-year period with a third vesting on each of the first three anniversaries of their grant date.  The compensation expense recorded for the options granted during the thirteen and thirty-nine weeks ended November 2, 2013 was immaterial.

 

In the first nine months of fiscal 2012, the Company granted approximately 288,000 stock options with a weighted average grant date fair value of $4.65 per unit. These options have a seven-year term and vest over a three-year period with a third vesting on each of the first three anniversaries of their grant date. The compensation expense recorded for the options granted during the thirteen weeks and thirty-nine weeks ended October 27, 2012 was immaterial.

 

The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model. Expected volatility is based on historical volatilities for a time period similar to that of the expected term blended with market based implied volatility at the time of the grant. The risk-free rate is based on the U.S. treasury yield curve for issues with a remaining term equal to the expected term.

 

The following are the weighted-average assumptions:

 

 

 

November 2,
2013

 

Dividend yield

 

0.0

%

Expected volatility

 

52.5

%

Risk-free interest rate range:

 

 

 

High

 

0.73

%

Low

 

0.67

%

Ranges of expected lives in years

 

4-5

 

 

RESTRICTED STOCK UNITS

 

Performance Based Awards

 

In the first nine months of fiscal 2013, the Company granted approximately 109,000 restricted stock units that will vest if the employees remain continuously employed through the third anniversary date of the grant and the Company achieves a return on invested capital target for fiscal 2015. The number of underlying shares that may be issued upon vesting will range from 0% to 150%, depending upon the Company achieving the financial targets in fiscal 2015. The fair value for these awards was $11.85 per unit at the date of the grant. The compensation expense recorded for these restricted stock units was immaterial during the thirteen and thirty-nine weeks ended November 2, 2013.

 

In the third quarter of fiscal 2012, the Company granted approximately 106,000 restricted stock units that will vest if the employees remain continuously employed through the third anniversary date of the grant and the Company achieves a return on invested capital target for fiscal year 2014. The number of underlying shares that may be issued upon vesting will range from 0% to 150%, depending upon the Company achieving the financial targets in fiscal year 2014. The fair value for these awards was $9.98 per unit at the date of the grant. The compensation expense recorded for these restricted stock units was immaterial during the thirteen weeks and thirty-nine weeks ended October 27, 2012.

 

In the third quarter of fiscal 2012, the Company concluded that it is not likely to achieve the financial targets for the performance based awards granted in fiscal 2010 and 2011 and accordingly, recorded a $0.9 million benefit to reverse the to-date compensation expense recognized for these awards.

 

Market Based Awards

 

In the first nine months of fiscal 2013, the Company granted approximately 55,000 restricted stock units that will vest if the employees remain continuously employed through the third anniversary date of the grant and will become exercisable if the Company satisfies a total shareholder return target for the three-year period ending with fiscal 2015. The number of underlying shares that may become exercisable will range from 0% to 175% depending upon whether the market condition is achieved. The Company used a Monte Carlo simulation to estimate a $13.41 per unit grant date fair value. The compensation expense recorded for these restricted stock units during the thirteen and thirty-nine weeks ended November 2, 2013 was immaterial.

 

In the third quarter of fiscal 2012, the Company granted approximately 53,000 restricted stock units that will vest if the employees remain continuously employed through the third anniversary date of the grant and will become exercisable if the Company satisfies a total shareholder return target for the three-year period ending with fiscal 2014. The number of underlying shares that may become exercisable will range from 0% to 175% depending upon whether the market condition is achieved. The Company used a Monte Carlo simulation to estimate a $7.96 per unit grant date fair value. The compensation expense recorded for these restricted stock units during the thirteen weeks and thirty-nine weeks ended October 27, 2012, was immaterial.

 

Other Awards

 

The Company granted restricted stock units for officers’ deferred bonus matches under the Company’s non-qualified deferred compensation plan during the first nine months of fiscal 2013, which vest over a three-year period.  The compensation expense recorded for these awards during the thirteen and thirty-nine weeks ended November 2, 2013 was immaterial. The Company did not grant any restricted stock units for officers’ deferred bonus matches under the Company’s non-qualified deferred compensation plan during the first nine months of fiscal 2012.

 

In the first nine months of fiscal 2013, the Company granted approximately 54,000 restricted stock units to its non-employee directors of the board, which vest over a one year period with a quarter vesting on each of the first four quarters following their grant date. The fair value was $12.05 per unit and the compensation expense recorded for these restricted stock units during the thirteen weeks and thirty-nine weeks ended November 2, 2013 was immaterial.

 

In the third quarter of fiscal 2012, the Company granted approximately 33,000 restricted stock units to its non-employee directors of the board, which vest over a one year period with a quarter vesting on each of the first four quarters following their grant date. The fair value was $9.98 per unit and the compensation expense recorded for these restricted stock units during the thirteen weeks and thirty-nine weeks ended October 27, 2012 was immaterial.

 

The following table summarizes the nonvested units’ activity under the Company’s plan for the thirty-nine weeks ended November 2, 2013, assuming maximum vesting of underlying shares for the performance and market based awards described above:

 

 

 

Number of Units

 

Beginning balance

 

796,600

 

Granted

 

337,593

 

Forfeited

 

(240,834

)

Vested

 

(51,863

)

Ending balance

 

841,496

 

v2.4.0.6
FAIR VALUE MEASUREMENTS AND DERIVATIVES
9 Months Ended
Nov. 02, 2013
FAIR VALUE MEASUREMENTS AND DERIVATIVES  
FAIR VALUE MEASUREMENTS AND DERIVATIVES

NOTE 13FAIR VALUE MEASUREMENTS AND DERIVATIVES

 

The Company’s fair value measurements consist of (a) financial assets and liabilities that are recognized or disclosed at fair value in the Company’s financial statements on a recurring basis (at least annually) and (b) all non-financial assets and liabilities that are recognized or disclosed at fair value on a non-recurring basis.

 

Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. There is a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances. The hierarchy is broken down into three levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs include quoted prices for similar assets or liabilities in active markets. Level 3 inputs are unobservable inputs for the asset or liability. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

 

Assets and Liabilities that are Measured at Fair Value on a Recurring Basis:

 

The Company’s long-term investments and interest rate swap agreements are measured at fair value on a recurring basis. The information in the following paragraphs and tables primarily addresses matters relative to these assets and liabilities.

 

Cash equivalents:

 

Cash equivalents, other than credit card receivables, include highly liquid investments with an original maturity of three months or less at acquisition. The Company carries these investments at fair value. As a result, the Company has determined that its cash equivalents in their entirety are classified as a Level 1 measure within the fair value hierarchy.

 

Collateral investments:

 

Collateral investments include monies on deposit that are restricted. The Company carries these investments at fair value. As a result, the Company has determined that its collateral investments are classified as a Level 1 measure within the fair value hierarchy.

 

Deferred compensation assets:

 

Deferred compensation assets include variable life insurance policies held in a Rabbi Trust. The Company values these policies using observable market data. The inputs used to value the variable life insurance policy fall within Level 2 of the fair value hierarchy.

 

Derivative liability:

 

The Company has two interest rate swaps designated as cash flow hedges on $100.0 million of the Company’s Senior Secured Term Loan facility that expires in October 2018. The Company values these swaps using observable market data to discount projected cash flows and for credit risk adjustments. The inputs used to value derivatives fall within Level 2 of the fair value hierarchy.

 

The following tables provide information by level for assets and liabilities that are measured at fair value, on a recurring basis:

 

(dollar amounts in thousands)

 

Fair Value at

 

Fair Value Measurements Using Inputs Considered as

 

Description

 

November 2, 2013

 

Level 1

 

Level 2

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

55,798

 

$

55,798

 

$

 

$

 

Collateral investments (1)

 

19,929

 

19,929

 

 

 

Deferred compensation assets (1) 

 

4,205

 

 

4,205

 

 

Derivative asset (1)

 

543

 

 

543

 

 

 

(dollar amounts in thousands)

 

Fair Value at

 

Fair Value Measurements Using Inputs Considered as

 

Description

 

February 2, 2013

 

Level 1

 

Level 2

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

59,186

 

$

59,186

 

$

 

$

 

Collateral investments (1)

 

20,929

 

20,929

 

 

 

Deferred compensation assets (1) 

 

3,834

 

 

3,834

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

Derivative liability (2)

 

1,567

 

 

1,567

 

 

 

(1) Included in other long-term assets.

(2) Included in other long-term liabilities.

 

On October 11, 2012, the Company settled its interest rate swap designated as a cash flow hedge on $145.0 million of the Company’s Term Loan prior to its amendment and restatement. The swap was used to minimize interest rate exposure and overall interest costs by converting the variable component of the total interest rate to a fixed rate of 5.036%. Since February 1, 2008, this swap was deemed to be fully effective and all adjustments in the interest rate swap’s fair value have been recorded to accumulated other comprehensive income (loss). The settlement of this swap resulted in an interest charge of $7.5 million, which was previously recorded within accumulated other comprehensive income (loss).

 

On October 11, 2012, the Company entered into two new interest rate swaps for a notional amount of $50.0 million each that together were designated as a cash flow hedge on the first $100.0 million of the amended and restated Term Loan. The interest rate swaps convert the variable LIBOR portion of the interest payments due on the first $100.0 million of the Term Loan to a fixed rate of 1.855%.

 

The following represents the impact of fair value accounting for the Company’s derivative liability on its consolidated financial statements:

 

(dollar amounts in thousands)

 

Amount of Gain in
Other Comprehensive
Income (Loss)
(Effective Portion)

 

Earnings Statement
Classification

 

Amount of Loss
Recognized in Earnings
(Effective Portion) 
(a)

 

Thirteen weeks ended November 2, 2013

 

$

(372

)

Interest expense

 

$

(158

)

Thirteen weeks ended October 27, 2012

 

$

(170

)

Interest expense

 

$

(1,201

)

 

 

 

 

 

 

 

 

Thirty-nine weeks ended November 2, 2013

 

$

1,319

 

Interest expense

 

$

(459

)

Thirty-nine weeks ended October 27, 2012

 

$

1,734

 

Interest expense

 

$

(4,540

)

 

(a) Represents the effective portion of the loss reclassified from accumulated other comprehensive income (loss).

 

The fair value of the derivative was a $0.5 million asset and a $1.6 million liability as of November 2, 2013 and February 2, 2013, respectively. Of the $2.1 million increase in the fair value during the thirty-nine weeks ended November 2, 2013, $1.3 million, net of tax, was recorded to accumulated other comprehensive income (loss) on the consolidated balance sheet.

 

Non-financial assets measured at fair value on a non-recurring basis:

 

Certain assets are measured at fair value on a non-recurring basis, that is, the assets are subject to fair value adjustments in certain circumstances such as when there is evidence of impairment. These measures of fair value, and related inputs, are considered level 2 or 3 measures under the fair value hierarchy. Measurements of assets held and used are discussed in Note 14, “Impairments”.

v2.4.0.6
IMPAIRMENTS
9 Months Ended
Nov. 02, 2013
IMPAIRMENTS  
IMPAIRMENTS

NOTE 14—IMPAIRMENTS

 

During the third quarter of fiscal 2013, the Company recorded a $2.0 million impairment charge related to 10 stores classified as held and used.  The impairment charge includes $0.9 million for three owned store locations which will be closed and marketed for sale before the end of fiscal 2013.  As the Company continues to operate these stores into the fourth quarter of fiscal 2013, the related assets are classified as “held for use” at November 2, 2013.  Of the $2.0 million impairment charge, $0.9 million was charged to costs of merchandise sales, and $1.1 million was charged to costs of service revenue. In the third quarter of fiscal 2012, the Company recorded an $8.8 million impairment charge related to 35 stores classified as held and used. Of the $8.8 million impairment charge, $4.2 million was charged to costs of merchandise sales, and $4.6 million was charged to costs of service revenue. In both periods, the Company used a probability-weighted approach and estimates of expected future cash flows to determine the fair value of these stores. Discount and growth rate assumptions were derived from current economic conditions, management’s expectations and projected trends of current operating results. The remaining fair value of the impaired stores is approximately $2.0 million as of November 2, 2013 and is classified as a Level 2 or 3 measure within the fair value hierarchy.

v2.4.0.6
LEGAL MATTERS
9 Months Ended
Nov. 02, 2013
LEGAL MATTERS  
LEGAL MATTERS

NOTE 15LEGAL MATTERS

 

The Company is party to various actions and claims arising in the normal course of business. The Company believes that amounts accrued for awards or assessments in connection with all such matters are adequate and that the ultimate resolution of these matters will not have a material adverse effect on the Company’s financial position. However, there exists a reasonable possibility of loss in excess of the amounts accrued, the amount of which cannot currently be estimated. While the Company does not believe that the amount of such excess loss could be material to the Company’s financial position, any such loss could have a material adverse effect on the Company’s results of operations in the period(s) during which the underlying matters are resolved.

v2.4.0.6
WARRANTY RESERVE (Tables)
9 Months Ended
Nov. 02, 2013
WARRANTY RESERVE  
Schedule of reserve for warranty cost activity

 

 

(dollar amounts in thousands)

 

November 2, 2013

 

February 2, 2013

 

Beginning balance

 

$

864

 

$

673

 

 

 

 

 

 

 

Additions related to current period sales

 

10,474

 

11,920

 

 

 

 

 

 

 

Warranty costs incurred in current period

 

(10,433

)

(11,729

)

 

 

 

 

 

 

Ending balance

 

$

905

 

$

864

 

v2.4.0.6
DEBT AND FINANCING ARRANGEMENTS (Tables)
9 Months Ended
Nov. 02, 2013
DEBT AND FINANCING ARRANGEMENTS  
Schedule of debt and financing arrangements

 

 

(dollar amounts in thousands)

 

November 2, 2013

 

February 2, 2013

 

Senior Secured Term Loan, due October 2018

 

$

198,500

 

$

200,000

 

Revolving Credit Agreement, through July 2016

 

 

 

Long-term debt

 

198,500

 

200,000

 

Current maturities

 

(2,000

)

(2,000

)

Long-term debt less current maturities

 

$

196,500

 

$

198,000

 

v2.4.0.6
EARNINGS PER SHARE (Tables)
9 Months Ended
Nov. 02, 2013
EARNINGS PER SHARE  
Schedule of calculation of basic and diluted earnings (loss) per share

 

 

 

Thirteen Weeks Ended

 

Thirty-nine Weeks Ended

 

(dollar amounts in thousands, except per share amounts)

 

November 2,
2013

 

October 27,
2012

 

November 2,
2013

 

October 27,
2012

 

 

 

 

 

 

 

 

 

 

 

 

(a)

Earnings (loss) from continuing operations

 

$

1,013

 

$

(6,695

)

$

10,320

 

$

27,473

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from discontinued operations, net of tax

 

(49

)

(64

)

(124

)

(122

)

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings (loss)

 

$

964

 

$

(6,759

)

$

10,196

 

$

27,351

 

 

 

 

 

 

 

 

 

 

 

 

(b)

Basic average number of common shares outstanding during period

 

53,315

 

53,304

 

53,363

 

53,175

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares assumed issued upon exercise of dilutive stock options, net of assumed repurchase, at the average market price

 

615

 

 

599

 

768

 

 

 

 

 

 

 

 

 

 

 

 

(c)

Diluted average number of common shares assumed outstanding during period

 

53,930

 

53,304

 

53,962

 

53,943

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per share:

 

 

 

 

 

 

 

 

 

 

Earnings (loss) from continuing operations (a/b)

 

$

0.02

 

$

(0.13

)

$

0.19

 

$

0.51

 

 

Discontinued operations, net of tax

 

 

 

 

 

 

Basic earnings (loss) per share

 

$

0.02

 

$

(0.13

)

$

0.19

 

$

0.51

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per share:

 

 

 

 

 

 

 

 

 

 

Earnings (loss) from continuing operations (a/c)

 

$

0.02

 

$

(0.13

)

$

0.19

 

$

0.51

 

 

Discontinued operations, net of tax

 

 

 

 

 

 

Diluted earnings (loss) per share

 

$

0.02

 

$

(0.13

)

$

0.19

 

$

0.51

v2.4.0.6
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables)
9 Months Ended
Nov. 02, 2013
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)  
Schedule of changes in accumulated other comprehensive income (loss)

 

 

 

 

Gains on Cash Flow Hedges

 

 

 

Thirteen weeks
ended

 

Thirty-nine weeks
ended

 

(dollar amounts in thousands)

 

November 2, 2013

 

November 2, 2013

 

Beginning balance

 

$

711

 

$

(980

)

 

 

 

 

 

 

Other comprehensive income before reclassifications, net of $283 tax benefit and $618 tax

 

(471

)

1,032

 

Amounts reclassified from accumulated other comprehensive income (loss), net of $59 and $172 tax (a)

 

99

 

287

 

Net current-period other comprehensive income

 

(372

)

1,319

 

 

 

 

 

 

 

Ending balance

 

$

339

 

$

339

 

 

(a)  Reclassified amount increased interest expense.

v2.4.0.6
BENEFIT PLANS (Tables)
9 Months Ended
Nov. 02, 2013
BENEFIT PLANS  
Schedule of pension expense

 

 

 

 

Thirty-nine weeks ended

 

(dollar amounts in thousands)

 

October 27, 2012

 

Interest cost

 

$

1,857

 

Expected return on plan assets

 

(2,112

)

Amortization of net loss

 

1,699

 

Net periodic benefit cost

 

$

1,444

v2.4.0.6
EQUITY COMPENSATION PLANS (Tables)
9 Months Ended
Nov. 02, 2013
EQUITY COMPENSATION PLANS  
Summary of options activity under the Company's plans

The following table summarizes options activity under the Company’s plans for the thirty-nine weeks ended November 2, 2013:

 

 

 

Number of Shares

 

Outstanding — beginning balance

 

1,678,593

 

Granted

 

308,963

 

Exercised

 

(123,159

)

Forfeited

 

(70,195

)

Expired

 

(63,420

)

Outstanding — ending balance

 

1,730,782

 

Schedule of weighted-average assumptions

 

 

 

 

November 2,
2013

 

Dividend yield

 

0.0

%

Expected volatility

 

52.5

%

Risk-free interest rate range:

 

 

 

High

 

0.73

%

Low

 

0.67

%

Ranges of expected lives in years

 

4-5

 

Summary of nonvested units' activity under the Company's plan assuming maximum vesting of underlying shares

The following table summarizes the nonvested units’ activity under the Company’s plan for the thirty-nine weeks ended November 2, 2013, assuming maximum vesting of underlying shares for the performance and market based awards described above:

 

 

 

Number of Units

 

Beginning balance

 

796,600

 

Granted

 

337,593

 

Forfeited

 

(240,834

)

Vested

 

(51,863

)

Ending balance

 

841,496

v2.4.0.6
FAIR VALUE MEASUREMENTS AND DERIVATIVES (Tables)
9 Months Ended
Nov. 02, 2013
FAIR VALUE MEASUREMENTS AND DERIVATIVES  
Schedule of assets and liabilities measured at fair value on recurring basis

 

 

(dollar amounts in thousands)

 

Fair Value at

 

Fair Value Measurements Using Inputs Considered as

 

Description

 

November 2, 2013

 

Level 1

 

Level 2

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

55,798

 

$

55,798

 

$

 

$

 

Collateral investments (1)

 

19,929

 

19,929

 

 

 

Deferred compensation assets (1) 

 

4,205

 

 

4,205

 

 

Derivative asset (1)

 

543

 

 

543

 

 

 

(dollar amounts in thousands)

 

Fair Value at

 

Fair Value Measurements Using Inputs Considered as

 

Description

 

February 2, 2013

 

Level 1

 

Level 2

 

Level 3

 

Assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

59,186

 

$

59,186

 

$

 

$

 

Collateral investments (1)

 

20,929

 

20,929

 

 

 

Deferred compensation assets (1) 

 

3,834

 

 

3,834

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

Derivative liability (2)

 

1,567

 

 

1,567

 

 

 

(1) Included in other long-term assets.

(2) Included in other long-term liabilities.

Schedule of impact of fair value accounting for the Company's derivative liability on its consolidated financial statements

 

 

(dollar amounts in thousands)

 

Amount of Gain in
Other Comprehensive
Income (Loss)
(Effective Portion)

 

Earnings Statement
Classification

 

Amount of Loss
Recognized in Earnings
(Effective Portion) 
(a)

 

Thirteen weeks ended November 2, 2013

 

$

(372

)

Interest expense

 

$

(158

)

Thirteen weeks ended October 27, 2012

 

$

(170

)

Interest expense

 

$

(1,201

)

 

 

 

 

 

 

 

 

Thirty-nine weeks ended November 2, 2013