New York & Company, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
(Amounts in thousands)
|
|
Fiscal year
ended
January 30,
2016
(52-weeks)
|
|
Fiscal year
ended
January 31,
2015
(52-weeks)
|
|
Fiscal year
ended
February 1,
2014
(52-weeks)
|
|
Operating activities
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(10,069
|
)
|
$
|
(16,885
|
)
|
$
|
2,394
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
24,181
|
|
|
27,315
|
|
|
32,719
|
|
Loss from impairment charges
|
|
|
327
|
|
|
911
|
|
|
524
|
|
Amortization of deferred financing costs
|
|
|
201
|
|
|
131
|
|
|
119
|
|
Share-based compensation expense
|
|
|
3,867
|
|
|
4,089
|
|
|
3,866
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
Restricted cash
|
|
|
1,509
|
|
|
(1,509
|
)
|
|
|
|
Accounts receivable
|
|
|
(948
|
)
|
|
(380
|
)
|
|
1,190
|
|
Income taxes receivable
|
|
|
52
|
|
|
|
|
|
389
|
|
Inventories, net
|
|
|
6,014
|
|
|
(10,312
|
)
|
|
(3,281
|
)
|
Prepaid expenses
|
|
|
1,139
|
|
|
560
|
|
|
326
|
|
Accounts payable
|
|
|
(4,256
|
)
|
|
10,607
|
|
|
1,464
|
|
Accrued expenses
|
|
|
(417
|
)
|
|
5,538
|
|
|
(2,167
|
)
|
Income taxes payable
|
|
|
(471
|
)
|
|
(365
|
)
|
|
86
|
|
Deferred rent
|
|
|
(818
|
)
|
|
(4,756
|
)
|
|
(8,909
|
)
|
Other assets and liabilities
|
|
|
338
|
|
|
(2,944
|
)
|
|
(832
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
20,649
|
|
|
12,000
|
|
|
27,888
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(26,648
|
)
|
|
(26,781
|
)
|
|
(18,836
|
)
|
Insurance recoveries
|
|
|
146
|
|
|
254
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(26,502
|
)
|
|
(26,527
|
)
|
|
(18,836
|
)
|
Financing activities
|
|
|
|
|
|
|
|
|
|
|
Proceeds from long-term debt
|
|
|
|
|
|
15,000
|
|
|
|
|
Repayment of debt
|
|
|
(1,000
|
)
|
|
(250
|
)
|
|
|
|
Payment of financing costs
|
|
|
(161
|
)
|
|
(566
|
)
|
|
|
|
Proceeds from exercise of stock options
|
|
|
16
|
|
|
299
|
|
|
510
|
|
Shares withheld for payment of employee payroll taxes
|
|
|
(297
|
)
|
|
(284
|
)
|
|
(772
|
)
|
Principal payment on capital lease obligations
|
|
|
(566
|
)
|
|
(102
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities
|
|
|
(2,008
|
)
|
|
14,097
|
|
|
(262
|
)
|
Net (decrease) increase in cash and cash equivalents
|
|
|
(7,861
|
)
|
|
(430
|
)
|
|
8,790
|
|
Cash and cash equivalents at beginning of period
|
|
|
69,293
|
|
|
69,723
|
|
|
60,933
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
61,432
|
|
$
|
69,293
|
|
$
|
69,723
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the period for interest
|
|
$
|
900
|
|
$
|
371
|
|
$
|
259
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the period for taxes
|
|
$
|
526
|
|
$
|
1,390
|
|
$
|
403
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash capital lease transactions
|
|
$
|
2,317
|
|
$
|
2,267
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
51
Table of Contents
New York & Company, Inc. and Subsidiaries
Consolidated Statements of Stockholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Treasury Stock
|
|
|
|
|
|
Accumulated
Other
Comprehensive
Loss
|
|
|
|
|
|
Additional
Paid-in
Capital
|
|
Retained
Deficit
|
|
|
|
(Amounts in thousands)
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Total
|
|
Balance at February 2, 2013
|
|
|
62,884
|
|
$
|
64
|
|
|
1,000
|
|
$
|
(3,397
|
)
|
$
|
166,902
|
|
$
|
(54,621
|
)
|
$
|
(2,696
|
)
|
$
|
106,252
|
|
Issuance of common stock upon exercise of stock options and stock appreciation rights
|
|
|
300
|
|
|
|
|
|
|
|
|
|
|
|
510
|
|
|
|
|
|
|
|
|
510
|
|
Restricted stock issued and vesting of units
|
|
|
651
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted stock forfeits and shares withheld for employee payroll taxes
|
|
|
(368
|
)
|
|
|
|
|
|
|
|
|
|
|
(772
|
)
|
|
|
|
|
|
|
|
(772
|
)
|
Share-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,866
|
|
|
|
|
|
|
|
|
3,866
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,394
|
|
|
|
|
|
2,394
|
|
Minimum pension liability adjustment, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
965
|
|
|
965
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,359
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at February 1, 2014
|
|
|
63,467
|
|
$
|
64
|
|
|
1,000
|
|
$
|
(3,397
|
)
|
$
|
170,506
|
|
$
|
(52,227
|
)
|
$
|
(1,731
|
)
|
$
|
113,215
|
|
Issuance of common stock upon exercise of stock options and stock appreciation rights
|
|
|
116
|
|
|
1
|
|
|
|
|
|
|
|
|
298
|
|
|
|
|
|
|
|
|
299
|
|
Restricted stock issued and vesting of units
|
|
|
832
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted stock forfeits and shares withheld for employee payroll taxes
|
|
|
(179
|
)
|
|
|
|
|
|
|
|
|
|
|
(284
|
)
|
|
|
|
|
|
|
|
(284
|
)
|
Share-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,089
|
|
|
|
|
|
|
|
|
4,089
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16,885
|
)
|
|
|
|
|
(16,885
|
)
|
Minimum pension liability adjustment, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,075
|
)
|
|
(1,075
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(17,960
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 31, 2015
|
|
|
64,236
|
|
$
|
65
|
|
|
1,000
|
|
$
|
(3,397
|
)
|
$
|
174,609
|
|
$
|
(69,112
|
)
|
$
|
(2,806
|
)
|
$
|
99,359
|
|
Issuance of common stock upon exercise of stock options and stock appreciation rights
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
16
|
|
|
|
|
|
|
|
|
16
|
|
Restricted stock issued and vesting of units
|
|
|
423
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted stock forfeits and shares withheld for employee payroll taxes
|
|
|
(188
|
)
|
|
|
|
|
|
|
|
|
|
|
(297
|
)
|
|
|
|
|
|
|
|
(297
|
)
|
Share-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,867
|
|
|
|
|
|
|
|
|
3,867
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,069
|
)
|
|
|
|
|
(10,069
|
)
|
Minimum pension liability adjustment, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
895
|
|
|
895
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9,174
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 30, 2016
|
|
|
64,479
|
|
$
|
65
|
|
|
1,000
|
|
$
|
(3,397
|
)
|
$
|
178,195
|
|
$
|
(79,181
|
)
|
$
|
(1,911
|
)
|
$
|
93,771
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
52
Table of Contents
New York & Company, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
January 30, 2016
1. Organization and Basis of Presentation of Financial Statements
New York & Company, Inc. (together with its subsidiaries, the "Company") is a specialty retailer of women's fashion apparel and accessories, providing NY Style that is
feminine, polished, on-trend and versatile. New York & Company, Inc. helps its customers feel confident, put-together, attractive and stylish by providing affordable fashion. The
Company's proprietary branded New York & Company® merchandise is sold through its national network of retail stores and eCommerce store at
www.nyandcompany.com
. The target customers for the
Company's merchandise are fashion-conscious, value-sensitive women between the ages of 25 and 45. As
of January 30, 2016, the Company operated 490 stores in 41 states.
The
Company's fiscal year is a 52- or 53-week year that ends on the Saturday closest to January 31. The accompanying consolidated financial statements include the accounts of the
Company for the 52-weeks ended January 30, 2016 ("fiscal year 2015"), 52-weeks ended January 31, 2015 ("fiscal year 2014"), and 52-weeks ended February 1, 2014 ("fiscal year
2013"). All significant intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to prior fiscal year amounts and balances to conform to
the presentation in the current fiscal year. These reclassifications did not impact consolidated operating income or net income in the prior year periods presented.
The
Company identifies its operating segments according to how its business activities are managed and evaluated. Its operating segments have been aggregated and are reported as one
reportable segment based on the similar nature of products sold, production process, distribution process, target customers and economic characteristics. All of the Company's revenues are generated in
the United States.
2. Summary of Significant Accounting Policies
Recently Issued Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, "Revenue from
Contracts with Customers" ("ASU 2014-09"), which supersedes the revenue recognition requirements in FASB Accounting Standards Codification ("ASC") Topic 605, "Revenue Recognition" and
requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be
entitled to in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, "Revenue from Contracts with Customers: Deferral of the Effective Date," which defers the effective
date of ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within those reporting periods. As amended, early adoption is permitted
for annual reporting periods beginning after December 15, 2016, including interim reporting periods within those reporting periods. The standard may be applied retrospectively to each prior
period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company is evaluating the new standard and its impact on the Company's financial position and
results of operations.
In
April 2015, the FASB issued ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs" ("ASU 2015-03"), which requires that debt issuance costs be presented as a direct
deduction from the carrying amount of related debt liability, consistent with the presentation of debt discounts.
53
Table of Contents
New York & Company, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
January 30, 2016
2. Summary of Significant Accounting Policies (Continued)
Prior
to the issuance of ASU 2015-03, debt issuance costs were required to be presented as deferred charge assets, separate from the related debt liability. ASU 2015-03 does not change the recognition
and measurement requirement for debt issuance costs. ASU 2015-03 is effective retrospectively for annual and interim periods beginning after December 15, 2015, with early adoption permitted.
The Company early adopted ASU 2015-03 retrospectively on January 30, 2016 and it did not have a material impact on the Company's financial position or results of operations. In August 2015, the
FASB issued ASU 2015-15, "InterestImputation of Interest: Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements" ("ASU 2015-15"),
which allows companies to continue to defer and present debt issuance costs as an asset that is amortized ratably over the term of the line-of-credit arrangement, regardless of whether there are any
outstanding borrowings on the line-of-credit arrangement. ASU 2015-15 is effective retrospectively for annual and interim periods beginning after December 15, 2015, with early adoption
permitted. The Company early adopted ASU 2015-15 retrospectively on January 30, 2016 and it did not have a material impact on the Company's financial position or results of operations.
In
April 2015, the FASB issued ASU 2015-04, "Practical Expedient for the Measurement Date of an Employer's Defined Benefit Obligation and Plan Assets" ("ASU 2015-04"), which provides a
practical expedient that permits a company to measure defined benefit plan assets and obligations using the month-end date that is closest to the company's fiscal year end and apply that practical
expedient consistently from year to year. ASU 2015-04 is effective prospectively for financial statements issued for annual reporting periods beginning after December 15, 2015, and interim
periods within those fiscal years, with early adoption permitted. The adoption of ASU 2015-04 will not have an impact on the Company's financial position or results of operations.
In
April 2015, the FASB issued ASU 2015-05, "Customer's Accounting for Fees Paid in a Cloud Computing Arrangement," which amends ASC 350, "IntangiblesGoodwill and Other."
The amendments provide guidance as to whether a cloud computing arrangement includes a software license, and based on that determination, how to account for such arrangements. If a cloud computing
arrangement includes a software license, then the customer should account for the license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing
arrangement does not include a software license, the arrangement should be accounted for as a service contract. The amendments are effective for arrangements entered into, or materially modified, in
annual or interim reporting periods within those years beginning after December 15, 2015 and may be applied on either a prospective or retrospective basis, with early adoption permitted. The
Company plans to adopt the new standard prospectively and does not expect the standard to have a material impact on its financial position or results of operations.
In
June 2015, the FASB issued ASU 2015-10, "Technical Corrections and Improvements" ("ASU 2015-10"), which amends a number of topics in the ASC. The update is a part of an ongoing
project on the FASB's agenda to facilitate ASC updates for non-substantive technical corrections, clarifications, and improvements that are not expected to have a significant effect on accounting
practice or create a significant administrative cost to most entities. ASU 2015-10 will apply to all reporting entities within the scope of the affected accounting guidance. Certain amendments in the
update require transition guidance and are effective for all entities for fiscal years, and interim periods within those years, beginning after December 15, 2015. Early adoption is permitted,
including adoption
54
Table of Contents
New York & Company, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
January 30, 2016
2. Summary of Significant Accounting Policies (Continued)
in
an interim period. The Company does not expect the adoption of ASU 2015-10 to have an impact on the Company's financial position or results of operations.
In
November 2015, the FASB issued ASU 2015-17, "Balance Sheet Classification of Deferred Taxes" ("ASU 2015-17"), which requires an entity to classify deferred tax liabilities and assets
as non-current within a classified statement of financial position. ASU 2015-17 is effective for financial statements issued for annual reporting periods beginning after December 15, 2016, and
interim periods within those fiscal years, with early adoption permitted. ASU 2015-17 may be applied prospectively to all deferred tax liabilities and assets, or retrospectively to all periods
presented. The Company early adopted ASU 2015-17 prospectively on January 30, 2016. Prior periods in the Consolidated Financial Statements were not retrospectively adjusted.
In
February 2016, the FASB issued ASU 2016-02, "Leases" ("ASU 2016-02"), which is a comprehensive new lease standard that amends various aspects of existing accounting guidance for
leases. The core principle of ASU 2016-02 will require lessees to present the assets and liabilities that arise from leases on their balance sheets. ASU 2016-02 is effective for annual periods
beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the new standard and its impact on the
Company's consolidated financial position and results of operations.
Revenue Recognition
Revenue from the sale of merchandise at the Company's stores is recognized at the time the customer takes possession of the related
merchandise and the purchases are paid for, primarily with either cash or credit card. Revenue, including shipping fees billed to customers, from the sale of merchandise at the Company's eCommerce
store is recognized when the merchandise is shipped to the customer and the purchases are paid for. Revenue for gift cards and merchandise credits is recognized at redemption. Prior to their
redemption, gift cards and merchandise credits are recorded as a liability. Discounts and promotional coupons offered to customers are accounted for as a reduction of sales revenue at the time the
coupons are tendered by the customer. The Company presents sales taxes collected from customers on a net basis (excluded from revenues).
The
Company issues gift cards and merchandise credits which do not contain provisions for expiration or inactivity fees. The portion of the dollar value of gift cards and merchandise
credits that ultimately is not used by customers to make purchases is known as breakage and will be recognized as revenue if the Company determines it is not required to escheat such amounts to
government agencies under state escheatment laws. The Company recognizes gift card and merchandise credit breakage as revenue as they each are redeemed over a two-year redemption period based on their
respective historical breakage rate. The Company considers the likelihood of redemption remote beyond a two-year redemption period, at which point any unrecognized breakage is recognized as revenue.
The Company determined the redemption period and the breakage rates for gift cards and merchandise credits based on their respective historical redemption patterns.
During
fiscal year 2015, fiscal year 2014, and fiscal year 2013 the Company recorded breakage revenue for gift cards and merchandise credits of $0.8 million, $0.8 million,
and $1.1 million, respectively.
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Table of Contents
New York & Company, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
January 30, 2016
2. Summary of Significant Accounting Policies (Continued)
Reserve for Returns
The Company reserves for sales returns through reductions in sales and gross margin based upon historical merchandise returns
experience and current sales levels.
Fair Value Measurements and Financial Instruments
The Company measures fair value in accordance with ASC 820 Topic, "Fair Value Measurements" ("ASC 820"). ASC 820 establishes a
three-level fair value hierarchy that requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs used
to measure fair value are as follows:
|
|
|
Level 1:
|
|
Observable inputs such as quoted prices in active markets;
|
Level 2:
|
|
Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
|
Level 3:
|
|
Unobservable inputs in which there is little or no market data and require the reporting entity to develop its own assumptions.
|
The
Company's financial instruments consist of cash and cash equivalents, restricted cash, short-term trade receivables, accounts payable, and long-term debt. The carrying values on the
balance sheet for cash and cash equivalents, restricted cash, short-term trade receivables and accounts payable approximate their fair values due to the short-term maturities of such items. At
January 30, 2016 and January 31, 2015, the carrying amount of long-term debt approximated its fair value due to the variable interest rate it carries.
Cash and Cash Equivalents
Cash and cash equivalents include all cash in banks, cash on-hand, and all short-term investments with an original maturity of three
months or less when purchased.
Restricted Cash
As of January 30, 2016, the Company no longer had restricted cash related to its new corporate headquarters; it released
$1.5 million to the lessor during January 2016. For further information related to the new corporate headquarters, please refer to Note 6, "Commitments and Contingencies."
Inventories
Inventories are valued at the lower of average cost or market, on a weighted average cost basis, using the retail method.
Deferred Rent
The Company recognizes fixed minimum rent expense on non-cancelable leases on a straight-line basis over the term of each individual
lease including the build-out period. The difference between recognized rental expense and amounts payable under the lease is recorded as a deferred lease liability. In addition, the Company
recognizes landlord allowances as a deferred lease liability, which is
56
Table of Contents
New York & Company, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
January 30, 2016
2. Summary of Significant Accounting Policies (Continued)
amortized
over the term of the related lease as a reduction to rent expense. For contingent rent expense based upon sales, the Company estimates annual contingent rent expense and recognizes a portion
each month based on actual sales. At January 30, 2016 and January 31, 2015, the deferred lease liability was $34.4 million and $35.2 million, respectively, and is reported
as "Deferred rent" on the consolidated balance sheets.
Property and Equipment
Property and equipment are recorded at cost. Expenditures for new properties and improvements are capitalized, while the cost of repair
and maintenance is charged to expense. Depreciation of property and equipment is provided on a straight-line basis over the estimated useful lives of the assets.
The
estimated useful lives of property and equipment, for financial statement purposes, are as follows:
|
|
|
Depreciable Fixed Assets
|
|
Useful Life
|
Land
|
|
|
Store fixtures and equipment
|
|
3 - 10 years
|
Office furniture, fixtures and equipment
|
|
3 - 15 years
|
Software
|
|
5 years
|
Leasehold improvements
|
|
Lesser of the useful life or the term of the lease
|
Cost of Goods Sold, Buying and Occupancy Costs
Cost of goods sold, buying and occupancy costs is comprised of direct inventory costs for merchandise sold, distribution costs,
shipping costs, payroll and related costs for the Company's design, sourcing, production, merchandising, planning and allocation personnel, and store occupancy and related costs.
Share-Based Compensation
The Company accounts for all share-based payments in accordance with FASB ASC Topic 718, "CompensationStock Compensation"
("ASC 718"). For further information related to share-based compensation, please refer to Note 8, "Share-Based Compensation."
Marketing
Marketing costs, which consist primarily of direct mail and point-of-sale ("POS") advertising costs, are expensed at the time the
promotion is mailed or first appears in the store. For the following
57
Table of Contents
New York & Company, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
January 30, 2016
2. Summary of Significant Accounting Policies (Continued)
periods,
marketing costs reported in "Selling, general and administrative expenses" on the consolidated statements of operations were as follows:
|
|
|
|
|
Fiscal Year
|
|
(Amounts in thousands)
|
|
2015
|
|
$
|
35,181
|
|
2014
|
|
$
|
33,352
|
|
2013
|
|
$
|
31,137
|
|
At
January 30, 2016 and January 31, 2015, marketing costs reported in "Prepaid expenses" on the consolidated balance sheets amounted to $1.8 million and
$1.8 million, respectively.
Pre-Opening Expenses
Costs, such as advertising and payroll costs, incurred prior to the opening of a new store are expensed as incurred.
Store Supplies
The initial inventory and subsequent shipments of supplies for new stores, including, but not limited to, hangers, signage, packaging
and POS supplies, are expensed as incurred.
Deferred Financing Costs
In accordance with ASU 2015-03, costs related to the issuance of debt are presented as a direct deduction from the carrying amount of
the related debt liability in the consolidated balance sheets and amortized as interest expense over the term of the related debt. In accordance with ASU 2015-15, debt issuance costs related to the
Company's revolving credit facility are capitalized as "Other assets" in the consolidated balance sheets and amortized as interest expense over the term of the credit facility. At January 30,
2016 and January 31, 2015, net deferred financing costs were $0.7 million and $0.8 million, respectively.
Interest Expense
Interest expense, net of interest income, includes interest primarily related to the Company's long-term debt, amortization of deferred
financing costs, and revolving credit facility.
Impairment of Long-lived Assets
The Company evaluates the impairment of long-lived assets in accordance with ASC Topic 360, "Property, Plant and Equipment." Long-lived
assets are evaluated for recoverability whenever events or changes in circumstances indicate that an asset may have been impaired. The evaluation is performed at the individual store level, which is
the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. In evaluating long-lived assets for recoverability, the Company
estimates the future cash flows at the individual store level that are expected to result from the use of each store's assets based on historical experience, omni-channel strategy, knowledge and
market data assumptions. If the sum of the expected future undiscounted cash
58
Table of Contents
New York & Company, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
January 30, 2016
2. Summary of Significant Accounting Policies (Continued)
flows
is less than the carrying amount of the long-lived assets, an impairment loss, equal to the excess of the carrying amount over the fair value of the assets, is recognized.
Intangible Assets
The Company follows ASU 2012-02, "Testing Indefinite-Lived Intangible Assets for Impairment," which amends FASB ASC Topic 350,
"IntangiblesGoodwill and Other" to permit an entity to first assess qualitative factors to determine if it is more likely than not that an indefinite-lived intangible asset is impaired
and whether it is necessary to perform the
impairment test of comparing the carrying amount with the recoverable amount of the indefinite-lived intangible asset.
The
Company's intangible assets relate to the New York & Company trademarks, which were initially valued at $14.8 million. The trademarks were initially valued using the
"relief from royalty method" and were determined to have indefinite lives by an independent appraiser. The Company assesses trademarks for impairment annually as of December 31, or more
frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of trademarks below their carrying value. The Company's fiscal year 2015, fiscal year 2014
and fiscal year 2013 impairment tests resulted in a fair value that significantly exceeded the carrying amount of the Company's trademarks. In addition to assessing qualitative factors that could
impact the fair value of the New York & Company trademarks, the Company performed a sensitivity analysis on the key assumptions used in the trademark impairment analysis and has determined that
a significant, negative change in the assumptions would not impact the Company's conclusion that no impairment was required.
Income Taxes
Income taxes are calculated in accordance with ASC Topic 740, "Income Taxes" ("ASC 740"), which requires the use of the liability
method. Deferred tax assets and liabilities are recognized based on the difference between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Inherent
in the measurement of deferred balances are certain judgments and interpretations of enacted tax laws and published guidance with respect to applicability to the Company's operations. A valuation
allowance is established against deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The provisions in ASC 740 related to
accounting for uncertain tax positions prescribe a comprehensive model of how a company should recognize, measure, present and disclose in its financial statements uncertain tax positions that the
company has taken or expects to take on a tax return. Under these provisions, the Company recognizes a tax benefit when a tax position is more-likely-than-not to be sustained upon examination, based
solely on its technical merits. The Company measures the recognized tax benefit as the largest amount of tax benefit that has greater than a 50% likelihood of being realized upon the ultimate
settlement with a taxing authority. The Company reverses a previously recognized tax benefit if it determines that the tax position no longer meets the more-likely-than-not threshold of being
sustained. The Company accrues interest and penalties related to unrecognized tax benefits in income tax expense.
59
Table of Contents
New York & Company, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
January 30, 2016
2. Summary of Significant Accounting Policies (Continued)
Comprehensive Income (Loss)
Comprehensive income (loss) is calculated in accordance with ASC Topic 220, "Comprehensive Income." Comprehensive income (loss)
includes net income (loss) and other comprehensive income (loss). The Company reports the components of other comprehensive income (loss) and accumulated other comprehensive loss in the consolidated
financial statements included in this Annual Report on Form 10-K.
Earnings (Loss) Per Share
Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of shares of common stock
outstanding for the period. Except when the effect would be anti-dilutive, diluted earnings (loss) per share are calculated based on the weighted average number of outstanding shares of common stock
plus the dilutive effect of share-based awards calculated under the treasury stock method. A reconciliation between basic and diluted earnings (loss) per share is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
2015
|
|
Fiscal Year
2014
|
|
Fiscal Year
2013
|
|
|
|
(Amounts in thousands, except per
share amounts)
|
|
Net (loss) income
|
|
$
|
(10,069
|
)
|
$
|
(16,885
|
)
|
$
|
2,394
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic (loss) earnings per share
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
Basic shares of common stock
|
|
|
63,154
|
|
|
62,825
|
|
|
62,313
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic (loss) earnings per share
|
|
$
|
(0.16
|
)
|
$
|
(0.27
|
)
|
$
|
0.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted (loss) earnings per share
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
Basic shares of common stock
|
|
|
63,154
|
|
|
62,825
|
|
|
62,313
|
|
Plus impact of share-based awards
|
|
|
|
|
|
|
|
|
927
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted shares of common stock
|
|
|
63,154
|
|
|
62,825
|
|
|
63,240
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted (loss) earnings per share
|
|
$
|
(0.16
|
)
|
$
|
(0.27
|
)
|
$
|
0.04
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60
Table of Contents
New York & Company, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
January 30, 2016
2. Summary of Significant Accounting Policies (Continued)
The
calculation of diluted (loss) earnings per share for fiscal year 2015, fiscal year 2014, and fiscal year 2013 excludes the share-based awards listed in the following table due to
their anti-dilutive effect, as determined under the treasury stock method:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
2015
|
|
Fiscal Year
2014
|
|
Fiscal Year
2013
|
|
|
|
(Amounts in thousands)
|
|
Stock options
|
|
|
465
|
|
|
528
|
|
|
329
|
|
Stock appreciation rights(1)
|
|
|
6,116
|
|
|
4,163
|
|
|
1,808
|
|
Restricted stock and units
|
|
|
656
|
|
|
797
|
|
|
118
|
|
|
|
|
|
|
|
|
|
|
|
|
Total anti-dilutive shares
|
|
|
7,237
|
|
|
5,488
|
|
|
2,255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
(1)
-
Each
stock appreciation right ("SAR") referred to above represents the right to receive a payment measured by the increase in the fair market value of one
share of common stock from the date of grant of the SAR to the date of exercise of the SAR. Upon exercise the SARs will be settled in stock.
3. Significant Risks and Uncertainties
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires the Company's management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an
ongoing basis, management evaluates its estimates and judgments, including those related to inventories, long-lived assets, intangible assets, and income taxes. Management bases its estimates and
judgments on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results could differ from these estimates.
Concentration of Risk
The Company is subject to concentration of credit risk relating to cash, primarily store depository accounts, which are maintained with
major financial institutions. The Company monitors the relative credit standing of these financial institutions and other entities and limits the amount of credit exposure with any one entity. The
Company also monitors the creditworthiness of the entities to which it grants credit terms in the normal course of business.
The
Company's largest country sources are China, Vietnam and Indonesia, which represented approximately 93% of merchandise purchases in fiscal year 2015. The Company utilized three major
apparel vendors, which together represented approximately 72% of the Company's merchandise purchases during fiscal year 2015; however, no individual factory represented more than approximately 7% of
the Company's merchandise purchases. The Company expects to utilize two major apparel vendors for a large portion of its merchandise in fiscal year 2016, while maintaining a broad factory base, in
order to reduce costs, maximize production and logistics assistance, and increase speed to market.
61
Table of Contents
New York & Company, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
January 30, 2016
4. Proprietary Credit Card
The Company has a credit card processing agreement with a third party (the "administration company"), which provides the services of the Company's proprietary credit card program. The
Company allows payments on this credit card to be made at its stores as a service to its customers. The administration company owns the credit card accounts, with no recourse from the Company. The
Company's receivable due from the administration company at any time represents the standard processing time of approximately three days. The amount due at January 30, 2016 and
January 31, 2015 was $2.0 million and $1.6 million, respectively. The Company does not have any off-balance sheet arrangements with credit exposure.
5. Property and Equipment
Property and equipment at January 30, 2016 and January 31, 2015 consist of the following:
|
|
|
|
|
|
|
|
|
|
January 30,
2016
|
|
January 31,
2015
|
|
|
|
(Amounts in thousands)
|
|
Land
|
|
$
|
117
|
|
$
|
117
|
|
Store fixtures and equipment
|
|
|
176,547
|
|
|
171,450
|
|
Office furniture, fixtures, and equipment
|
|
|
23,810
|
|
|
18,972
|
|
Leasehold improvements
|
|
|
162,139
|
|
|
161,944
|
|
Software
|
|
|
49,335
|
|
|
41,125
|
|
Construction in progress
|
|
|
1,269
|
|
|
6,752
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
413,217
|
|
|
400,360
|
|
Less accumulated depreciation
|
|
|
324,386
|
|
|
315,986
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
$
|
88,831
|
|
$
|
84,374
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included
in furniture, fixtures, and equipment above is $4.6 million and $2.3 million of assets recorded under capital leases as of January 30, 2016 and
January 31, 2015, respectively.
As
of January 30, 2016, property and equipment included $1.2 million of non-cash capital expenditures recorded within accounts payable and accrued expenses on the Company's
consolidated balance sheet, as well as within capital expenditures on the Company's consolidated statement of cash flows for fiscal year 2015.
Depreciation
expense amounted to $24.2 million, $27.3 million, and $32.7 million for fiscal year 2015, fiscal year 2014, and fiscal year 2013, respectively.
The
Company classifies long-lived store assets within level 3 of the fair value hierarchy as defined in ASC 820. The Company reported the following non-cash impairment charges
related to
62
Table of Contents
New York & Company, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
January 30, 2016
5. Property and Equipment (Continued)
underperforming
store assets in fiscal year 2015, fiscal year 2014 and fiscal year 2013 in "Selling, general and administrative expenses" on the Company's consolidated statements of operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
2015
|
|
Fiscal Year
2014
|
|
Fiscal Year
2013
|
|
|
|
(Amounts in thousands)
|
|
First quarter
|
|
$
|
|
|
$
|
358
|
|
$
|
|
|
Second quarter
|
|
|
232
|
|
|
|
|
|
278
|
|
Third quarter
|
|
|
55
|
|
|
553
|
|
|
|
|
Fourth quarter
|
|
|
40
|
|
|
|
|
|
246
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fiscal year impairment charges
|
|
$
|
327
|
|
$
|
911
|
|
$
|
524
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6. Commitments and Contingencies
The Company leases retail business locations, office and warehouse facilities, copier equipment and automotive equipment under various non-cancelable operating leases expiring in various
years through 2030. Leases on retail business locations typically specify minimum rentals plus common area maintenance ("CAM") charges, real estate taxes, other landlord charges and possible
additional rentals based upon percentages of sales. Most of the retail business location leases have an original term of 10 years and some provide renewal options at rates specified in the
leases.
On
February 25, 2014, the Company entered into a lease for 182,709 square feet of office space at 330 West 34
th
Street, New York, New York, which the Company
moved its corporate headquarters to in December 2014 prior to the expiration of its previous lease at 450 West 33
rd
Street, New York, New York on January 15, 2015. The
lease for the new corporate headquarters expires in 2030.
A
summary of rent expense is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
2015
|
|
Fiscal Year
2014
|
|
Fiscal Year
2013
|
|
|
|
(Amounts in thousands)
|
|
Fixed minimum rentals
|
|
$
|
85,509
|
|
$
|
87,107
|
|
$
|
85,423
|
|
Contingent rentals
|
|
|
3,747
|
|
|
3,654
|
|
|
4,049
|
|
|
|
|
|
|
|
|
|
|
|
|
Total store rentals
|
|
|
89,256
|
|
|
90,761
|
|
|
89,472
|
|
Office space rentals
|
|
|
9,431
|
|
|
5,661
|
|
|
5,280
|
|
Equipment rentals
|
|
|
849
|
|
|
903
|
|
|
862
|
|
|
|
|
|
|
|
|
|
|
|
|
Total rental expense
|
|
$
|
99,536
|
|
$
|
97,325
|
|
$
|
95,614
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sublease rental income
|
|
$
|
|
|
$
|
6
|
|
$
|
29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63
Table of Contents
New York & Company, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
January 30, 2016
6. Commitments and Contingencies (Continued)
As
of January 30, 2016, the aggregate minimum rent commitments under non-cancelable operating leases and capital leases are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Leases
|
|
Capital Leases
|
|
Fiscal Year
|
|
Fixed Minimum
Rent
|
|
Principal
|
|
Interest
|
|
Total
Payment
|
|
|
|
(Amounts in thousands)
|
|
2016
|
|
$
|
92,893
|
|
$
|
839
|
|
$
|
126
|
|
$
|
965
|
|
2017
|
|
|
72,546
|
|
|
912
|
|
|
96
|
|
|
1,008
|
|
2018
|
|
|
53,307
|
|
|
947
|
|
|
61
|
|
|
1,008
|
|
2019
|
|
|
44,688
|
|
|
857
|
|
|
24
|
|
|
881
|
|
2020
|
|
|
40,855
|
|
|
317
|
|
|
4
|
|
|
321
|
|
Thereafter
|
|
|
194,077
|
|
|
43
|
|
|
|
|
|
43
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
498,366
|
|
$
|
3,915
|
|
$
|
311
|
|
$
|
4,226
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
minimum lease payments on operating leases above do not include CAM charges, real estate taxes or other landlord charges, which are also required contractual obligations under the
Company's store and office operating leases. In many of the Company's leases, CAM charges are not fixed and can fluctuate from year to year. During fiscal year 2015, CAM charges and real estate taxes
were $55.4 million and other landlord charges were $4.4 million.
As
of January 30, 2016, the Company had open purchase commitments of $95.3 million for inventory and $1.4 million for store construction.
Legal Proceedings
There are various claims, lawsuits and pending actions against the Company arising in the normal course of the Company's business. It
is the opinion of management that the ultimate resolution of these matters will not have a material effect on the Company's financial condition, results of operations or cash flows.
7. Employee Benefit Plans
Savings and Retirement Plan
The Company contributes to a defined contribution savings and retirement plan (the "SARP") qualifying under section 401(k) of
the Internal Revenue Code. Participation in the SARP is available to all associates, if not covered by the pension plan discussed below, who have completed 1,000 or more hours of service with the
Company during certain twelve-month periods and have attained the age of 21. Participants are able to contribute up to 100% of their pay to the SARP, subject to Internal Revenue Service ("IRS")
limits. The Company matches 100% of the employee's contribution up to a maximum of 4% of the employee's eligible pay. The Company match is immediately vested.
64
Table of Contents
New York & Company, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
January 30, 2016
7. Employee Benefit Plans (Continued)
The
Company's costs under this plan were as follows:
|
|
|
|
|
Fiscal Year
|
|
(Amounts
in thousands)
|
|
2015
|
|
$
|
1,650
|
|
2014
|
|
$
|
1,759
|
|
2013
|
|
$
|
1,737
|
|
Pension Plan
The Company sponsors a single employer defined benefit pension plan ("plan") covering substantially all union employees. Employees
covered by collective bargaining agreements are primarily non-management store associates, representing approximately 8% of the Company's workforce at January 30, 2016. The plan provides
retirement benefits for union employees who have attained the age of 21 and complete 1,000 or more hours of service in any calendar year following the date of employment. The plan provides benefits
based on length of service. The Company's funding policy for the pension plan is to contribute annually the amount necessary to provide for benefits based on accrued service and to contribute at least
the minimum required by ERISA rules. The Company does not expect to contribute to the plan during fiscal year 2016. The Company's pension plan weighted average asset allocation, by asset category, is
as follows:
|
|
|
|
|
|
|
|
Asset Category
|
|
Fiscal Year
2015
|
|
Fiscal Year
2014
|
|
Equity securities
|
|
|
66
|
%
|
|
65
|
%
|
Fixed income
|
|
|
31
|
%
|
|
31
|
%
|
Cash and cash equivalents
|
|
|
3
|
%
|
|
4
|
%
|
The
Company's investment policy generally targets 65% to 70% in equity securities and 30% to 35% in fixed income.
65
Table of Contents
New York & Company, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
January 30, 2016
7. Employee Benefit Plans (Continued)
The
fair values of the pension plan assets at January 30, 2016, utilizing the fair value hierarchy in accordance with ASC 820, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using
|
|
|
|
January 30,
2016
|
|
Quoted
Prices in
Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
|
|
(Amounts in thousands)
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. common stocks
|
|
$
|
3,810
|
|
$
|
3,810
|
|
$
|
|
|
$
|
|
|
International common stocks
|
|
|
497
|
|
|
|
|
|
497
|
|
|
|
|
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. agency bonds
|
|
|
840
|
|
|
|
|
|
840
|
|
|
|
|
U.S. corporate bonds
|
|
|
1,186
|
|
|
|
|
|
1,186
|
|
|
|
|
U.S. mortgage-backed securities
|
|
|
36
|
|
|
|
|
|
36
|
|
|
|
|
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
185
|
|
|
181
|
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
6,554
|
|
$
|
3,991
|
|
$
|
2,563
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
fair values of the pension plan assets at January 31, 2015, utilizing the fair value hierarchy in accordance with ASC 820, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using
|
|
|
|
January 31,
2015
|
|
Quoted
Prices in
Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
|
|
(Amounts in thousands)
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. common stocks
|
|
$
|
4,349
|
|
$
|
4,349
|
|
$
|
|
|
$
|
|
|
International common stocks
|
|
|
532
|
|
|
|
|
|
532
|
|
|
|
|
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. agency bonds
|
|
|
1,034
|
|
|
|
|
|
1,034
|
|
|
|
|
U.S. corporate bonds
|
|
|
1,230
|
|
|
|
|
|
1,230
|
|
|
|
|
U.S. mortgage-backed securities
|
|
|
47
|
|
|
|
|
|
47
|
|
|
|
|
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
308
|
|
|
293
|
|
|
15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
7,500
|
|
$
|
4,642
|
|
$
|
2,858
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In
consideration of the fund's investment goals, demographics, time horizon available for investment and the overall risk tolerance of the board of trustees (consisting of two union
trustees and two employer trustees) a long-term investment objective of long-term income and growth has been adopted for the fund's assets. This is a risk-averse balanced approach that seeks long-term
growth in capital along with significant current income.
66
Table of Contents
New York & Company, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
January 30, 2016
7. Employee Benefit Plans (Continued)
The
following weighted average assumptions were used to determine benefit obligations:
|
|
|
|
|
|
|
|
|
|
Fiscal Year
2015
|
|
Fiscal Year
2014
|
|
Discount rate
|
|
|
4.00
|
%
|
|
3.30
|
%
|
The
following weighted average assumptions were used to determine net periodic benefit cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
2015
|
|
Fiscal Year
2014
|
|
Fiscal Year
2013
|
|
Discount rate
|
|
|
3.30
|
%
|
|
4.30
|
%
|
|
3.90
|
%
|
Long-term rate of return on assets
|
|
|
8.00
|
%
|
|
8.00
|
%
|
|
8.00
|
%
|
The
measurement dates for fiscal year 2015 and fiscal year 2014 are January 30, 2016 and January 31, 2015, respectively, for the determination of benefit obligations. The
following table provides information for the pension plan:
|
|
|
|
|
|
|
|
|
|
Fiscal Year
2015
|
|
Fiscal Year
2014
|
|
|
|
(Amounts in thousands)
|
|
Change in benefit obligation:
|
|
|
|
|
|
|
|
Benefit obligation, beginning of period
|
|
$
|
10,226
|
|
$
|
8,986
|
|
Service cost
|
|
|
342
|
|
|
339
|
|
Interest
|
|
|
320
|
|
|
370
|
|
Actuarial (gain) loss
|
|
|
(1,545
|
)
|
|
1,254
|
|
Benefits paid
|
|
|
(668
|
)
|
|
(723
|
)
|
|
|
|
|
|
|
|
|
Benefit obligation, end of period
|
|
$
|
8,675
|
|
$
|
10,226
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
Fair value of plan assets, beginning of period
|
|
$
|
7,500
|
|
$
|
6,993
|
|
Actual (loss) return on plan assets
|
|
|
(498
|
)
|
|
594
|
|
Benefits paid
|
|
|
(668
|
)
|
|
(723
|
)
|
Employer contributions
|
|
|
220
|
|
|
636
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets, end of period
|
|
$
|
6,554
|
|
$
|
7,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded status
|
|
$
|
(2,121
|
)
|
$
|
(2,726
|
)
|
Unrecognized net actuarial loss
|
|
|
3,193
|
|
|
4,103
|
|
Unrecognized prior service credit
|
|
|
(158
|
)
|
|
(173
|
)
|
|
|
|
|
|
|
|
|
Net amount recognized
|
|
$
|
914
|
|
$
|
1,204
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts recognized in the consolidated balance sheets:
|
|
|
|
|
|
|
|
Accrued pension liability
|
|
$
|
(2,121
|
)
|
$
|
(2,726
|
)
|
Accumulated other comprehensive loss
|
|
|
3,035
|
|
|
3,930
|
|
|
|
|
|
|
|
|
|
Net amount recognized
|
|
$
|
914
|
|
$
|
1,204
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At
January 30, 2016 and January 31, 2015, the Company reported a minimum pension liability of $2.1 million and $2.7 million, respectively, due to the
underfunded status of the plan. The minimum
67
Table of Contents
New York & Company, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
January 30, 2016
7. Employee Benefit Plans (Continued)
pension
liability is reported in "Other liabilities" on the consolidated balance sheets. Included in accumulated other comprehensive loss at January 30, 2016 is a net loss of
$0.4 million that is expected to be recognized in net periodic benefit cost during fiscal year 2016.
Net
periodic benefit cost includes the following components:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
2015
|
|
Fiscal Year
2014
|
|
Fiscal Year
2013
|
|
|
|
(Amounts in thousands)
|
|
Service cost
|
|
$
|
342
|
|
$
|
339
|
|
$
|
347
|
|
Interest cost
|
|
|
320
|
|
|
370
|
|
|
360
|
|
Expected return on plan assets
|
|
|
(581
|
)
|
|
(550
|
)
|
|
(517
|
)
|
Amortization of unrecognized losses
|
|
|
446
|
|
|
149
|
|
|
201
|
|
Amortization of prior service credit
|
|
|
(15
|
)
|
|
(15
|
)
|
|
(15
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost
|
|
$
|
512
|
|
$
|
293
|
|
$
|
376
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
following schedule shows the expected benefit payments over the next 10 years:
|
|
|
|
|
Fiscal Year
|
|
(Amounts
in thousands)
|
|
2016
|
|
$
|
751
|
|
2017
|
|
|
719
|
|
2018
|
|
|
681
|
|
2019
|
|
|
652
|
|
2020
|
|
|
635
|
|
2021-2025
|
|
|
2,749
|
|
|
|
|
|
|
Total
|
|
$
|
6,187
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8. Share-Based Compensation
Amended and Restated 2006 Long-Term Incentive Plan.
The Company's board of directors and stockholders approved the 2006 Long-Term
Incentive Plan (the
"2006 Plan") on May 3, 2006, and June 21, 2006, respectively. From time to time, the Company's stockholders approve amendments to the 2006 Plan to increase the number of shares reserved
for issuance, among other matters. The aggregate number of shares of the Company's common stock that may be issued under the New York & Company, Inc. Amended and Restated 2006 Long-Term
Incentive Plan (the "Amended and Restated 2006 Plan") is 12,668,496 shares, and the maximum number of shares which may be used for awards other than stock options or stock appreciation rights ("SARs")
is 7,750,000 shares. These shares may be in whole or in part authorized and unissued or held by the Company as treasury shares.
Amended and Restated 2002 Stock Option Plan.
The Company originally adopted the 2002 Stock Option Plan on November 27, 2002 and
approved the
Amended and Restated 2002 Stock Option Plan (the "2002 Plan") to become effective on October 13, 2004. Upon stockholder approval of the 2006 Plan, the 2002 Plan ceased to be available for the
grants of new incentive awards, other than awards
68
Table of Contents
New York & Company, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
January 30, 2016
8. Share-Based Compensation (Continued)
granted
wholly from shares returned to the 2002 Plan by forfeiture or expiration after May 5, 2006. As of November 27, 2012, the 2002 Plan expired and no new awards may be issued from
the 2002 Plan.
Under
the Amended and Restated 2006 Plan, the Company is able to grant share-based awards to its executives, consultants, directors, or other key employees. Options and SARs generally
have a maximum term of up to 10 years. Upon grant of share-based awards, the compensation committee of the Company's board of directors will determine the exercise price, if applicable, and the
term and conditions of any award pursuant to the Amended and Restated 2006 Plan. The exercise price of an incentive stock option and a SAR; however, may not be less than 100% of the fair market value
of a share of common stock on the date of grant. The exercise price of an incentive stock option awarded to a person who owns stock constituting more than 10% of the total combined voting power of all
classes of stock of the Company may not be less than 110% of the fair market value on such date and the option must be exercised within five years of the date of grant. The aggregate fair market value
of common stock for which an incentive stock option is exercisable for the first time during any calendar year, under all equity incentive plans of the Company, may not exceed $0.1 million.
Upon the exercise of a SAR, a participant will receive a number of shares of the Company's common stock equal in value to the excess of the fair market value of a share of common stock over the
exercise price per share, multiplied by the number of shares in respect of which the SAR is exercised. Vesting provisions for all share-based awards, are determined by the compensation committee of
the Company's board of directors at the date of grant; however, subject to certain restrictions, all outstanding share-based awards may vest upon a sale of the Company. Shares that are not currently
outstanding and are available for issuance at January 30, 2016 amounted to 2,385,778.
A
summary of the Company's stock options and SARs outstanding as of January 30, 2016 and activity for fiscal year 2015 is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
of
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
(years)
|
|
Aggregate
Intrinsic
Value
|
|
|
|
(Amounts in
thousands)
|
|
|
|
|
|
(Amounts in
thousands)
|
|
Outstanding, beginning of period
|
|
|
6,004
|
|
$
|
4.15
|
|
|
|
|
|
|
|
Granted
|
|
|
1,812
|
|
|
2.55
|
|
|
|
|
|
|
|
Exercised
|
|
|
(8
|
)
|
|
2.10
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(518
|
)
|
|
3.73
|
|
|
|
|
|
|
|
Expired
|
|
|
(316
|
)
|
|
4.88
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, end of period(1)
|
|
|
6,974
|
|
$
|
3.74
|
|
|
7.3
|
|
$
|
33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable, end of period
|
|
|
3,355
|
|
$
|
4.29
|
|
|
5.6
|
|
$
|
19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
(1)
-
There
were 446,715 stock options and 6,527,353 SARs outstanding as of January 30, 2016, of which 441,715 stock options and 2,913,462 SARs were
vested. The non-vested options and SARs outstanding at January 30, 2016 vest subject to the passage of time through fiscal year 2019.
69
Table of Contents
New York & Company, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
January 30, 2016
8. Share-Based Compensation (Continued)
Aggregate
intrinsic value for both outstanding and exercisable options and SARs, in the table above, represents the total pre-tax intrinsic value (the difference between the Company's
closing stock price on the last trading day of fiscal year 2015 and the exercise price, multiplied by the number of in-the-money options and SARs) that would have been received by the option and SAR
holders had all option and SAR holders exercised their options and SARs on January 30, 2016. This amount changes based on the fair market value of the Company's common stock. Total intrinsic
value of options exercised for fiscal year 2014 and fiscal year 2013 (based on the difference between the Company's stock price on the respective exercise date and the respective exercise price,
multiplied by the number of respective options and SARs exercised) was $0.2 million and $1.4 million, respectively. The intrinsic value of the 7,500 options exercised during fiscal year
2015 was approximately $2,000.
In
accordance with ASC 718, the fair value of each option and SAR granted is estimated on the date granted using the Black-Scholes option-pricing model for all employees and non-employee
board members. The weighted average fair value for options and SARs granted during fiscal year 2015, fiscal year 2014 and fiscal year 2013 was $1.03, $1.61 and $2.64, respectively. The total fair
value of share-based awards that vested during fiscal year 2015, fiscal year 2014 and fiscal year 2013 was $4.7 million, $4.2 million and $4.6 million, respectively.
The
following weighted average assumptions were used to value stock options and SARs:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
2015
|
|
Fiscal Year
2014
|
|
Fiscal Year
2013
|
|
Expected volatility
|
|
|
50.1
|
%
|
|
56.8
|
%
|
|
65.1
|
%
|
Expected life
|
|
|
4.1 years
|
|
|
4.4 years
|
|
|
4.1 years
|
|
Risk-free interest rate
|
|
|
1.49
|
%
|
|
1.64
|
%
|
|
1.51
|
%
|
Expected dividend yield
|
|
|
|
%
|
|
|
%
|
|
|
%
|
The
risk-free interest rate used to value stock options and SARs is based on the U.S. Treasury yield curve in effect at the time of grant with maturity dates that coincide with the
expected life of the options and SARs. The expected life represents the weighted average period the stock options and SARs are expected to remain outstanding and is based primarily on industry
averages due to the Company's limited historical data for employee exercises. The Company's assumption for volatility is based on its historical volatility calculated on the grant date of an award for
a period of time that coincides with the expected life of the options.
The
following table summarizes the restricted stock and unit awards outstanding at January 30, 2016 and activity for fiscal year 2015:
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Weighted Average
Grant Date Fair Value
|
|
|
|
(Amounts in
thousands)
|
|
|
|
Nonvested at January 31, 2015
|
|
|
1,332
|
|
$
|
3.91
|
|
Granted
|
|
|
443
|
|
$
|
2.45
|
|
Vested
|
|
|
(408
|
)
|
$
|
3.74
|
|
Forfeited
|
|
|
(75
|
)
|
$
|
4.19
|
|
|
|
|
|
|
|
|
|
Nonvested at January 30, 2016
|
|
|
1,292
|
|
$
|
3.44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70
Table of Contents
New York & Company, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
January 30, 2016
8. Share-Based Compensation (Continued)
Not
included in the table above are 400,000 shares of performance-based restricted stock granted in fiscal year 2015 to Mr. Scott, the Company's Chief Executive Officer, in
connection with his annual performance review. The performance-based shares had a weighted average grant-date fair value of $2.76 and were scheduled to vest subject to the Company achieving minimum,
target, and maximum operating income levels for fiscal year 2015, and Mr. Scott's continued employment through March 2018. The Company did not meet the minimum operating income target, and as
such the 400,000 shares were cancelled as of January 30, 2016.
The
fair value of restricted stock and units is based on the closing stock price of an unrestricted share of the Company's common stock on the grant date. Each vested stock unit is
convertible into one share of the Company's common stock. The non-vested shares outstanding at January 30, 2016 vest subject to the passage of time through fiscal year 2018.
Total
share-based compensation expense attributable to all share-based awards was $3.9 million, $4.1 million and $3.9 million in fiscal year 2015, fiscal year 2014
and fiscal year 2013, respectively. The Company recognizes share-based compensation expense in the consolidated statements of operations over the requisite service period for each share-based payment
award. The Company recognized a tax benefit in the consolidated statements of operations related to share-based compensation expense of $1.5 million, $1.6 million and $1.5 million
in fiscal year 2015, fiscal year 2014 and fiscal year 2013, respectively. The tax benefit recognized in fiscal year 2015, fiscal year 2014 and fiscal year 2013 consolidated statements of operations
was offset by corresponding adjustments to the valuation allowance against deferred tax assets. In addition, as a result of the deferred tax valuation allowance, the Company did not recognize an
excess benefit related to the exercise of options and SARs during fiscal year 2015, fiscal year 2014 and fiscal year 2013. For further information related to the deferred tax valuation allowance,
please refer to Note 11, "Income Taxes." Unamortized share-based compensation expense at January 30, 2016 was $6.3 million and will be recognized in the consolidated statements of
operations over a weighted average period of 1.6 years.
9. Accrued Expenses
Accrued expenses consist of the following:
|
|
|
|
|
|
|
|
|
|
January 30,
2016
|
|
January 31,
2015
|
|
|
|
(Amounts in thousands)
|
|
Gift cards and merchandise credits
|
|
$
|
13,567
|
|
$
|
12,677
|
|
Sourcing and distribution
|
|
|
5,937
|
|
|
8,029
|
|
Compensation and benefits
|
|
|
5,677
|
|
|
6,223
|
|
Other taxes
|
|
|
5,090
|
|
|
5,247
|
|
Construction in progress
|
|
|
2,541
|
|
|
1,572
|
|
Occupancy and related
|
|
|
1,718
|
|
|
1,795
|
|
Insurance
|
|
|
1,315
|
|
|
1,351
|
|
Consulting
|
|
|
954
|
|
|
2,217
|
|
Other accrued expenses
|
|
|
15,625
|
|
|
13,307
|
|
|
|
|
|
|
|
|
|
Total accrued expenses
|
|
$
|
52,424
|
|
$
|
52,418
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
71
Table of Contents
New York & Company, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
January 30, 2016
10. Long-Term Debt and Credit Facilities
On October 24, 2014, Lerner New York, Inc., Lernco, Inc. and Lerner New York Outlet, LLC (f.k.a. Lerner New York Outlet, Inc.), wholly-owned indirect
subsidiaries of New York & Company, Inc., entered into a Fourth Amended and Restated Loan and Security Agreement (the "Loan Agreement") with Wells Fargo Bank, National Association, as
Agent and Term Loan Agent and the lender party thereto. The obligations under the Loan Agreement are guaranteed by New York & Company, Inc. and its other subsidiaries.
The
Loan Agreement consists of: (i) a revolving credit facility that provides the Company with up to $100 million of credit, consisting of a $75 million revolving
credit facility (which includes a sub-facility for issuance of letters of credit up to $45 million) with a fully committed accordion option that allows the Company to increase the revolving
credit facility up to $100 million or decrease it to a minimum of $60 million, subject to certain restrictions, and (ii) a $15 million, 5-year term loan, bearing interest
at the Adjusted Eurodollar Rate plus 4.50% (the "Term Loan"). The Company used a portion of the proceeds from the Term Loan to pay for costs associated with the relocation and build-out of its new
corporate headquarters at 330 West 34
th
Street, New York, New York and for general corporate purposes. In accordance with the Loan Agreement, the Term Loan balance, gross of
unamortized deferred financing fees, will be repaid as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
Fiscal Year
2016
|
|
Fiscal Year
2017
|
|
Fiscal Year
2018
|
|
Fiscal Year
2019
|
|
|
|
(Amounts in thousands)
|
|
Term Loan
|
|
$
|
13,750
|
|
$
|
1,000
|
|
$
|
1,000
|
|
$
|
1,000
|
|
$
|
10,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Under
the terms of the Loan Agreement, the interest rates applicable to Revolving Loans are, at the Company's option, either at a floating rate equal to the Adjusted Eurodollar Rate plus
a margin of between 1.50% and 1.75% per year for Eurodollar Rate Loans or a floating rate equal to the Prime Rate plus a margin of between 0.50% and 0.75% per year for Prime Rate Loans, depending upon
the Company's Average Compliance Excess Availability. The Company pays to the lender under the revolving credit facility a monthly fee on outstanding commercial letters of credit at a rate of between
0.75% and 0.875% per year and on standby letters of credit at a rate of between 1.50% and 1.75% per year, depending upon the Company's Average Compliance Excess Availability, plus a monthly fee on a
proportion of the unused commitments under the revolving credit facility at a rate of 0.25% per year.
The
maximum borrowing availability under the Company's revolving credit facility is determined by a monthly borrowing base calculation based on applying specified advance rates against
inventory and certain other eligible assets. As of January 30, 2016, the Company had availability under its revolving credit facility of $36.6 million, net of letters of credit
outstanding of $15.6 million, as compared to availability of $30.0 million, net of letters of credit outstanding of $19.8 million, as of January 31, 2015. Included in the
$15.6 million of letters of credit outstanding at January 30, 2016 are $0.5 million of trade letters of credit and $15.1 million of standby letters of credit primarily
related to the Company's new corporate headquarters and certain insurance contracts.
Under
the terms of the Loan Agreement, the Company is subject to a Minimum Excess Availability covenant of $7.5 million. The Loan Agreement contains other covenants and
conditions, including restrictions on the Company's ability to pay dividends on its common stock, prepay the Term Loan, incur additional indebtedness and to prepay, redeem, defease or purchase other
indebtedness.
72
Table of Contents
New York & Company, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
January 30, 2016
10. Long-Term Debt and Credit Facilities (Continued)
Subject
to such restrictions, the Company may incur more indebtedness for working capital, capital expenditures, stock repurchases, acquisitions and for other purposes.
The
lender has been granted a pledge of the common stock of Lerner New York Holding, Inc. and certain of its subsidiaries, and a first priority security interest in substantially
all other tangible and intangible assets of New York & Company, Inc. and its subsidiaries, as collateral for the Company's obligations under the Loan Agreement. In addition, New
York & Company, Inc. and certain of its subsidiaries have fully and unconditionally guaranteed the obligations under the Loan Agreement, and such guarantees are joint and several.
11. Income Taxes
Income tax expense consists of:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
2015
|
|
Fiscal Year
2014
|
|
Fiscal Year
2013
|
|
|
|
(Amounts in thousands)
|
|
Federal:
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
$
|
|
|
$
|
|
|
$
|
(439
|
)
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
State and Local:
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
737
|
|
|
716
|
|
|
753
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
737
|
|
$
|
716
|
|
$
|
314
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
73
Table of Contents
New York & Company, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
January 30, 2016
11. Income Taxes (Continued)
The
components of items giving rise to the net deferred income tax (liabilities) assets recognized in the Company's consolidated balance sheets are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 30, 2016
|
|
January 31, 2015
|
|
|
|
Current
|
|
Non-current
|
|
Current
|
|
Non-current
|
|
|
|
(Amounts in thousands)
|
|
Deferred income tax assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued expenses
|
|
$
|
|
|
$
|
16,229
|
|
$
|
8,242
|
|
$
|
6,705
|
|
Inventory
|
|
|
|
|
|
1,177
|
|
|
1,213
|
|
|
|
|
Fixed assets and intangible assets
|
|
|
|
|
|
7,765
|
|
|
|
|
|
15,463
|
|
Net operating loss
|
|
|
|
|
|
37,477
|
|
|
|
|
|
29,144
|
|
Other assets
|
|
|
|
|
|
11,344
|
|
|
|
|
|
10,917
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal
|
|
|
|
|
|
73,992
|
|
|
9,455
|
|
|
62,229
|
|
Valuation allowance
|
|
|
|
|
|
(66,675
|
)
|
|
(8,444
|
)
|
|
(55,569
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred income tax assets
|
|
$
|
|
|
$
|
7,317
|
|
$
|
1,011
|
|
$
|
6,660
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income tax liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued expenses
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
Prepaid costs
|
|
|
|
|
|
(7,317
|
)
|
|
(7,671
|
)
|
|
|
|
Inventory
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred income tax liabilities
|
|
$
|
|
|
$
|
(7,317
|
)
|
$
|
(7,671
|
)
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax (liabilities) assets
|
|
$
|
|
|
$
|
|
|
$
|
(6,660
|
)
|
$
|
6,660
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
Company continues to maintain a valuation allowance against its deferred tax assets until the Company believes it is more likely than not that these assets will be realized in the
future. If sufficient positive evidence arises in the future indicating that all or a portion of the deferred tax assets meet the more-likely-than-not standard under ASC 740, the valuation allowance
would be reversed accordingly in the period that such determination is made.
In
November 2015, the FASB issued ASU 2015-17, requiring all deferred tax assets and liabilities, and any related valuation allowance, to be classified as noncurrent on the balance
sheet. The classification change for all deferred taxes as noncurrent simplifies entities' processes as it eliminates the need to separately identify the net current and net noncurrent deferred tax
asset or liability in each jurisdiction and allocate valuation allowances. The Company elected to prospectively adopt the accounting standard on January 30, 2016. Prior periods in the
Consolidated Financial Statements were not retrospectively adjusted.
As
of January 30, 2016, the Company had $534.4 million of various state net operating loss carryforwards and $92.7 million of federal net operating loss
carryforwards.
74
Table of Contents
New York & Company, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
January 30, 2016
11. Income Taxes (Continued)
The
state net operating loss carryforwards are reported on a pre-apportioned basis that applies to various states with varying tax laws and expiration dates. Below is a summary of the
Company's loss carryforwards and when they expire:
|
|
|
|
|
|
|
|
|
Tax Year Ended
|
|
State NOL
Carryover
(Amounts in
thousands)
|
|
The Earliest
Expiration
Starts at the
Beginning of
Fiscal Year
|
|
Years
Remaining
|
2/3/2007
|
|
$
|
5,144
|
|
|
FY2012
|
|
11
|
2/2/2008
|
|
|
50,698
|
|
|
FY2013
|
|
12
|
1/31/2009
|
|
|
48,738
|
|
|
FY2014
|
|
13
|
1/30/2010
|
|
|
67,229
|
|
|
FY2015
|
|
14
|
1/29/2011
|
|
|
80,972
|
|
|
FY2016
|
|
15
|
1/28/2012
|
|
|
66,164
|
|
|
FY2017
|
|
1 to 16
|
2/2/2013
|
|
|
30,185
|
|
|
FY2018
|
|
2 to 17
|
2/1/2014
|
|
|
44,850
|
|
|
FY2019
|
|
3 to 18
|
1/31/2015
|
|
|
76,337
|
|
|
FY2020
|
|
4 to 19
|
1/30/2016
|
|
|
64,115
|
|
|
FY2021
|
|
5 to 20
|
|
|
|
|
|
|
|
|
|
|
|
$
|
534,432
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax Year Ended
|
|
Federal NOL
Carryover
(Amounts in
thousands)
|
|
The Earliest
Expiration
Starts at the
Beginning of
Fiscal Year
|
|
Years
Remaining
|
|
1/29/2011
|
|
$
|
29,499
|
|
|
FY2031
|
|
|
15
|
|
1/28/2012
|
|
|
23,897
|
|
|
FY2032
|
|
|
16
|
|
1/31/2015
|
|
|
21,549
|
|
|
FY2035
|
|
|
19
|
|
1/30/2016
|
|
|
17,725
|
|
|
FY2036
|
|
|
20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
92,670
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75
Table of Contents
New York & Company, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
January 30, 2016
11. Income Taxes (Continued)
A
reconciliation of the statutory federal income tax expense (benefit) is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
2015
|
|
Fiscal Year
2014
|
|
Fiscal Year
2013
|
|
|
|
(Amounts in thousands)
|
|
Statutory 35% federal tax
|
|
$
|
(3,265
|
)
|
$
|
(5,660
|
)
|
$
|
947
|
|
State and local income taxes, net of federal income tax benefit
|
|
|
326
|
|
|
(638
|
)
|
|
2,710
|
|
Federal tax credit
|
|
|
(320
|
)
|
|
(358
|
)
|
|
(270
|
)
|
Basis adjustment
|
|
|
193
|
|
|
733
|
|
|
(784
|
)
|
Permanent difference
|
|
|
195
|
|
|
216
|
|
|
273
|
|
Alternative minimum tax
|
|
|
|
|
|
|
|
|
220
|
|
Federal unrecognized tax benefit
|
|
|
|
|
|
|
|
|
(444
|
)
|
Valuation allowance
|
|
|
3,018
|
|
|
6,630
|
|
|
(2,322
|
)
|
Other, net
|
|
|
590
|
|
|
(207
|
)
|
|
(16
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense (benefit)
|
|
$
|
737
|
|
$
|
716
|
|
$
|
314
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
Company files U.S. federal income tax returns and income tax returns in various state and local jurisdictions. The Company is no longer subject to U.S. federal income tax
examinations for tax years through 2011. With limited exception, the Company is no longer subject to state and local income tax examinations for tax years through 2011.
A
reconciliation of the beginning and ending amounts of unrecognized tax benefits in accordance with ASC 740 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
2015
|
|
Fiscal Year
2014
|
|
Fiscal Year
2013
|
|
|
|
(Amounts in thousands)
|
|
Unrecognized tax benefits at beginning of period
|
|
$
|
3,872
|
|
$
|
3,883
|
|
$
|
4,449
|
|
Additions based on tax positions related to the current year
|
|
|
214
|
|
|
108
|
|
|
|
|
Additions for tax positions of prior years
|
|
|
611
|
|
|
61
|
|
|
78
|
|
Reductions for tax positions of prior years
|
|
|
(1
|
)
|
|
(50
|
)
|
|
|
|
Settlements
|
|
|
|
|
|
(66
|
)
|
|
|
|
Reductions for lapse of statute of limitations
|
|
|
|
|
|
(64
|
)
|
|
(644
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Unrecognized tax benefits at end of period
|
|
$
|
4,696
|
|
$
|
3,872
|
|
$
|
3,883
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense. During fiscal year 2015, fiscal year 2014 and fiscal year 2013 the
Company recorded a net benefit for interest and penalties in the consolidated statements of operations of $0.3 million, $0.1 million and $0.2 million, respectively. At
January 30, 2016 and January 31, 2015, the Company had accrued $0.6 million and $0.2 million, respectively, for the potential payment of interest and penalties. The Company
does not anticipate any significant increases or decreases to the balance of unrecognized tax benefits during the next twelve months. Of the total $4.7 million of unrecognized tax
76
Table of Contents
New York & Company, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
January 30, 2016
11. Income Taxes (Continued)
benefits
at January 30, 2016, approximately $1.1 million, if recognized, would affect the Company's effective tax rate.
12. Redeemable Preferred Stock
The Company is authorized to issue 5,000,000 shares of preferred stock, $0.001 par value. At January 30, 2016 and January 31, 2015, there were no shares of preferred stock
outstanding.
13. Quarterly Results (unaudited)
The following tables set forth the Company's quarterly consolidated statements of operations data for
the last eight fiscal quarters and such information expressed as a percentage of net sales. This unaudited quarterly information has been prepared on the same basis as the annual audited financial
statements and includes all necessary adjustments, consisting only of normal recurring adjustments that the Company considers necessary to present fairly the financial information for the quarters
presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year 2015
|
|
Fiscal Year 2014
|
|
|
|
Quarter ended
|
|
Quarter ended
|
|
Statements of Operations data
|
|
May 2,
2015
|
|
August 1,
2015
|
|
October 31,
2015
|
|
January 30,
2016
|
|
May 3,
2014
|
|
August 2,
2014
|
|
November 1,
2014
|
|
January 31,
2015
|
|
|
|
(Amounts in thousands, except per share data)
|
|
Net sales
|
|
$
|
223,390
|
|
$
|
235,696
|
|
$
|
219,750
|
|
$
|
271,272
|
|
$
|
219,593
|
|
$
|
226,066
|
|
$
|
210,314
|
|
$
|
267,359
|
|
Gross profit
|
|
$
|
64,247
|
|
$
|
67,133
|
|
$
|
63,695
|
|
$
|
69,780
|
|
$
|
62,204
|
|
$
|
61,918
|
|
$
|
57,277
|
|
$
|
68,376
|
|
Operating (loss) income
|
|
$
|
(4,245
|
)
|
$
|
435
|
|
$
|
(4,917
|
)
|
$
|
622
|
|
$
|
61
|
|
$
|
180
|
|
$
|
(9,474
|
)
|
$
|
(6,363
|
)
|
Net (loss) income
|
|
$
|
(4,671
|
)
|
$
|
(146
|
)
|
$
|
(5,336
|
)
|
$
|
84
|
|
$
|
(282
|
)
|
$
|
(147
|
)
|
$
|
(9,736
|
)
|
$
|
(6,720
|
)
|
Basic (loss) earnings per share of common stock
|
|
$
|
(0.07
|
)
|
$
|
(0.00
|
)
|
$
|
(0.08
|
)
|
$
|
0.00
|
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
$
|
(0.15
|
)
|
$
|
(0.11
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted (loss) earnings per share of common stock
|
|
$
|
(0.07
|
)
|
$
|
(0.00
|
)
|
$
|
(0.08
|
)
|
$
|
0.00
|
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
$
|
(0.15
|
)
|
$
|
(0.11
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic shares of common stock
|
|
|
62,983
|
|
|
63,174
|
|
|
63,224
|
|
|
63,233
|
|
|
62,638
|
|
|
62,819
|
|
|
62,911
|
|
|
62,933
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted shares of common stock
|
|
|
62,983
|
|
|
63,174
|
|
|
63,224
|
|
|
63,607
|
|
|
62,638
|
|
|
62,819
|
|
|
62,911
|
|
|
62,933
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year 2015
|
|
Fiscal Year 2014
|
|
|
|
Quarter ended
|
|
Quarter ended
|
|
(as a % of net sales)
|
|
May 2,
2015
|
|
August 1,
2015
|
|
October 31,
2015
|
|
January 30,
2016
|
|
May 3,
2014
|
|
August 2,
2014
|
|
November 1,
2014
|
|
January 31,
2015
|
|
Net sales
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Gross profit
|
|
|
28.8
|
%
|
|
28.5
|
%
|
|
29.0
|
%
|
|
25.7
|
%
|
|
28.3
|
%
|
|
27.4
|
%
|
|
27.2
|
%
|
|
25.6
|
%
|
Operating (loss) income
|
|
|
(1.9
|
)%
|
|
0.2
|
%
|
|
(2.2
|
)%
|
|
0.2
|
%
|
|
|
%
|
|
0.1
|
%
|
|
(4.5
|
)%
|
|
(2.4
|
)%
|
Net (loss) income
|
|
|
(2.1
|
)%
|
|
(0.1
|
)%
|
|
(2.4
|
)%
|
|
|
%
|
|
(0.1
|
)%
|
|
(0.1
|
)%
|
|
(4.6
|
)%
|
|
(2.5
|
)%
|
77
Table of Contents
New York & Company, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
January 30, 2016
13. Quarterly Results (unaudited) (Continued)
Business Re-engineering Program and Adjustments Affecting Comparability of Quarterly Financial
Information
As previously disclosed, during the third quarter of fiscal year 2014, the Company engaged a leading global business advisory firm to
assist the Company in analyzing its business processes and organizational structure in an effort to improve sales productivity and operating efficiencies, as well as reduce the Company's overall cost
structure. The Company refers to this business re-engineering program as "Project Excellence." The first phase of Project Excellence consisted of an organizational realignment initiated at the end of
fiscal year 2014 and completed in fiscal year 2015. The Company completed the second phase of Project Excellence during the second quarter of fiscal year 2015, which consisted of: (i) a
comprehensive review of the Company's Go-To-Market strategy aimed at improving operating efficiencies and reducing costs associated with the related processes, (ii) the reduction of indirect
procurement costs, and (iii) additional workforce reductions in connection with the organizational realignment. The Company expects to recognize combined annual expense reductions of
approximately $30 million upon the execution of the business improvement plans identified through both phases of Project Excellence; however, a portion of these savings are expected to be
reinvested into the Company's strategic initiatives and longer term growth strategies as discussed in "Item 1. Business" of this Annual Report on Form 10-K. Approximately
$15 million of the $30 million of potential annual savings from Project Excellence is a reduction of
selling, general and administrative expenses beginning in fiscal year 2015, mitigating inflationary increases in certain fixed costs and an increase in variable expenses to support the growth in
eCommerce and Outlet stores. The remaining $15 million of potential annual savings from Project Excellence will be realized through reduced product costs and buying expenses resulting in
improved gross margins beginning in fiscal year 2016.
The
Company recorded the following charges in "Selling, general and administrative expenses" on the consolidated statements of operations during fiscal year 2015 that affect
comparability:
-
-
First quarter ended May 2, 2015 includes $2.9 million of charges consisting of $2.5 million of consulting fees
incurred in connection with Project Excellence and $0.7 million of certain severance expenses, partially offset by a $0.3 million reduction of expenses related to the relocation of the
Company's corporate headquarters.
-
-
Second quarter ended August 1, 2015 includes $2.0 million of charges consisting of $0.9 million of certain
severance expenses, $0.6 million of consulting fees incurred in connection with Project Excellence, $0.4 million of certain legal expenses and $0.2 million of corporate moving
expenses.
-
-
Third quarter ended October 31, 2015 includes $2.3 million of charges consisting primarily of $2.2 million of
charges related to a settlement of a wage and hour class action lawsuit in the state of California and $0.1 million of consulting fees incurred in connection with Project Excellence.
-
-
Fourth quarter ended January 30, 2016 includes $0.6 million of charges consisting primarily of certain severance
expenses.
78
Table of Contents
New York & Company, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Continued)
January 30, 2016
13. Quarterly Results (unaudited) (Continued)
The
Company recorded the following charges in "Selling, general and administrative expenses" on the consolidated statements of operations during fiscal year 2014 that affect
comparability:
-
-
Third quarter ended November 1, 2014 includes $2.8 million of charges consisting of $1.0 million of duplicative
rent expense related to the relocation of the Company's corporate headquarters, $1.0 million of consulting fees incurred in connection with Project Excellence and $0.8 million of certain
severance and recruiting expenses.
-
-
Fourth quarter ended January 31, 2015 includes $6.4 million of charges consisting of $3.2 million of duplicative
rent expense related to the relocation of the Company's corporate headquarters, $2.3 million of severance expense and $0.7 million of consulting fees incurred in connection with Project
Excellence and $0.2 million of legal expenses.
At
January 31, 2015, the Company reported a liability for severance related to Project Excellence of $1.4 million, which was paid in full during fiscal year 2015.
79
Table of Contents
EXHIBIT INDEX
|
|
|
|
Exhibit
No.
|
|
Description
|
|
3.1
|
|
Restated Certificate of Incorporation.
|
|
3.2
|
|
Amended and Restated Bylaws.
|
|
9.1
|
|
Stockholders Agreement by and among New York & Company, Inc. and the stockholders party thereto, dated August 25, 2004.**
|
|
9.2
|
|
Amendment No. 4 to Stockholders Agreement by and among New York & Company, Inc. and the stockholders party thereto, dated May 22, 2006.
|
|
9.3
|
|
Amendment No. 5 to Stockholders Agreement by and among New York & Company, Inc. and the stockholders party thereto, dated August 16, 2006.+
|
|
9.4
|
|
Amendment No. 6 to Stockholders Agreement by and among New York & Company, Inc. and the stockholders party thereto, dated May 10, 2011.(c)
|
|
9.5
|
|
Amendment No. 7 to Stockholders Agreement by and among New York & Company, Inc. and the stockholders party thereto, dated March 13, 2012.(d)
|
|
10.1
|
|
Employment Letter, dated as of April 28, 2010, between New York & Company, Inc. and Gregory Scott. TTT
|
|
10.2
|
|
Employment Letter, dated as of May 30, 2006, between New York & Company, Inc. and Kevin L. Finnegan.
|
|
10.3
|
|
Employment Letter, dated as of November 3, 2008, between New York & Company, Inc. and Sheamus Toal.
|
|
10.4
|
|
Employment Letter, dated as of November 9, 2011, between New York & Company, Inc. and Faeth Bradley.(d)
|
|
10.5
|
|
Amendment No. 1 to Employment Letter, dated as of May 30, 2006, between New York & Company, Inc. and Kevin L. Finnegan, as amended December 22,
2006.
|
|
10.6
|
|
Offer Letter and Employment Letter, dated as of October 24, 2014, between New York & Company, Inc. and John Worthington.(e)
|
|
10.7
|
|
Transition Services Agreement by and between Lerner New York Holding, Inc. and Limited Brands, Inc., dated as of November 27, 2002.*
|
|
10.8
|
|
Amendment No. 1 to Transition Services Agreement, dated as of November 27, 2002, between Lerner New York Holding, Inc., New York & Company, Inc. as successor-in-interest to
NY & Co. Group, Inc. and Limited Brands, Inc., as amended on April 19, 2006. T
|
|
10.9
|
|
Amendment No. 2 to Transition Services Agreement, dated as of November 27, 2002, between Lerner New York Holding, Inc., New York & Company, Inc. as successor-in-interest to
NY & Co. Group, Inc. and Limited Brands, Inc., as amended on October 11, 2007.
|
|
10.10
|
|
Amendment No. 3 to Transition Services Agreement, dated as of November 27, 2002, between Lerner New York Holding, Inc., New York & Company, Inc. as successor-in-interest to
NY & Co. Group, Inc. and Limited Brands, Inc., as amended on July 17, 2008.
|
80
Table of Contents
|
|
|
|
Exhibit
No.
|
|
Description
|
|
10.11
|
|
Amendment No. 4 to Transition Services Agreement, dated as of November 27, 2002, between Lerner New York Holding, Inc., New York & Company, Inc. as successor-in-interest to
NY & Co. Group, Inc. and Limited Brands, Inc., as amended on April 6, 2009.
|
|
10.12
|
|
Amendment No. 5 to Transition Services Agreement, dated as of November 27, 2002, between Lerner New York Holding, Inc., New York & Company, Inc. as successor-in-interest to
NY & Co. Group, Inc. and Limited Brands, Inc., as amended on March 16, 2010.
|
|
10.13
|
|
Amendment No. 6 to Transition Services Agreement, dated as of November 27, 2002, between Lerner New York Holding, Inc., New York & Company, Inc. as successor-in-interest to
NY & Co. Group, Inc. and Limited Brands, Inc., as amended on September 14, 2010.(a)
|
|
10.14
|
|
Fourth Amended and Restated Loan and Security Agreement made by and among Lerner New York, Inc., Lernco, Inc. and Lerner New York Outlet, Inc., wholly-owned indirect subsidiaries of New York &
Company, Inc., and Wells Fargo Bank, N.A., as Agent and Sole Lender, dated as of October 24, 2014.(e)
|
|
10.15
|
|
Post-Closing Letter to the Fourth Amended and Restated Loan and Security Agreement made by and among Lerner New York, Inc., Lernco, Inc. and Lerner New York Outlet, Inc., wholly-owned indirect
subsidiaries of New York & Company, Inc., and Wells Fargo Bank, N.A., as Agent and Sole Lender, dated as of October 24, 2014.(e)
|
|
10.16
|
|
Amendment No. 1 to Second Amended and Restated Collateral Assignment of Trademarks made among Lernco, Inc. and Lerner New York Outlet, Inc. in favor of Wells Fargo Bank, N.A., as Agent for itself and
Sole Lender named in the Fourth Amended and Restated Loan and Security Agreement, dated as of October 24, 2014.(e)
|
|
10.17
|
|
Amendment No. 1 to Amended and Restated Collateral Assignment of Trademarks made among Lerner New York, Inc. in favor of Wells Fargo Bank, N.A., as Agent for itself and Sole Lender named in the Fourth
Amended and Restated Loan and Security Agreement, dated as of October 24, 2014.(e)
|
|
10.18
|
|
Copyright Collateral Assignment and Security Agreement made by and among Lernco Inc. and New York & Company, Inc., and Wells Fargo Bank, N.A., as Agent for itself and Sole Lender named in the Fourth
Amended and Restated Loan and Security Agreement, dated October 24, 2014.(e)
|
|
10.19
|
|
Patent Collateral Assignment and Security Agreement made by and among Lerner New York, Inc. and New York & Company, Inc., and Wells Fargo Bank, N.A. as Agent for itself and Sole Lender named in the
Fourth Amended and Restated Loan and Security Agreement, dated October 24, 2014.(e)
|
|
10.20
|
|
Third Amended and Restated Guarantee, made by New York & Company, Inc., Lerner New York Holding, Inc., Nevada Receivable Factoring, Inc., New York & Company Stores, Inc. (formerly
known as Associated Lerner Shops of America, Inc.), and Lerner New York GC, LLC, in favor of Wells Fargo Bank, N.A., as Agent and Sole Lender named in the Third Amended and Restated Loan and Security Agreement, dated as of August 10,
2011.(b)
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81
Table of Contents
|
|
|
|
Exhibit
No.
|
|
Description
|
|
10.21
|
|
Collateral Assignment of Transition Services Documents, made by Lerner New York Holding, Inc. and New York & Company, Inc., in favor of Wells Fargo Bank, N.A., as Agent and Sole Lender named in the
Third Amended and Restated Loan and Security Agreement, dated as of August 10, 2011.(b)
|
|
10.22
|
|
Second Amended and Restated Stock Pledge Agreement by and between Lerner New York, Inc. and Wachovia Bank, National Association, as Agent for itself and the other Lender named in the Second Amended and Restated
Loan and Security Agreement, dated as of August 22, 2007. TT
|
|
10.23
|
|
Second Amended and Restated Stock Pledge Agreement by and between Lerner New York Holding, Inc. and Wachovia Bank, National Association, as Agent for itself and the other Lender named in the Second Amended and
Restated Loan and Security Agreement, dated as of August 22, 2007. TT
|
|
10.24
|
|
Second Amended and Restated Stock Pledge Agreement by and between New York & Company, Inc. and Wachovia Bank, National Association, as Agent for itself and the other Lender named in the Second Amended
and Restated Loan and Security Agreement, dated as of August 22, 2007. TT
|
|
10.25
|
|
Second Amended and Restated Intercompany Subordination Agreement made among the Obligors, as defined in the Second Amended and Restated Loan and Security Agreement, and Wachovia Bank, National Association, as Agent
for itself and the other Lender named in the Second Amended and Restated Loan and Security Agreement, dated as of August 22, 2007. TT
|
|
10.26
|
|
Form of Amended and Restated 2002 Stock Option Plan that became effective immediately prior to the consummation of the Company's initial public offering.**
|
|
10.27
|
|
Form of Amended and Restated 2006 Long-Term Incentive Plan, as amended and restated on June 21, 2014, approved by the Company's Stockholders on June 21, 2014.***
|
|
21.1
|
|
Subsidiaries of the Registrant.
|
|
23.1
|
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
|
|
31.1
|
|
Certification by the Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated April 14, 2016.
|
|
31.2
|
|
Certification by the Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated April 14, 2016.
|
|
32.1
|
|
Written Statement of the Chief Executive Officer and the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley act of 2002, dated April 14, 2016.
|
|
101.INS
|
|
XBRL Instance Document.
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
101.DEF
|
|
XBRL Taxonomy Definition Linkbase Document.
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
-
-
Incorporated
by reference from the Company's Annual Report on Form 10-K for the fiscal year ended January 29, 2005, as filed with
the SEC on April 19, 2005.
82
Table of Contents
-
-
Incorporated
by reference from the Company's Current Report on Form 8-K filed with the SEC on March 18, 2014.
-
-
Incorporated
by reference from the Company's Annual Report on Form 10-K for the fiscal year ended
February 3, 2007, as filed with the SEC on April 6, 2007.
-
-
Incorporated
by reference from the Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 2009, as filed with the SEC on April 7, 2009.
-
-
Incorporated
by reference from the Company's Annual Report on Form 10-K for the fiscal
year ended January 30, 2010, as filed with the SEC on April 6, 2010.
-
T
-
Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the quarter ended April 29, 2006, as
filed with the SEC on June 8, 2006.
-
TT
-
Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the quarter ended August 4, 2007, as
filed with the SEC on September 7, 2007.
-
TTT
-
Incorporated by reference from the Company's Quarterly Report on Form 10-Q for the quarter ended May 1, 2010, as
filed with the SEC on June 10, 2010.
-
*
-
Incorporated
by reference from Amendment No. 1 to the Company's Registration Statement on Form S-1 as filed with the SEC on July 9,
2004.
-
**
-
Incorporated
by reference from Amendment No. 3 to the Company's Registration Statement on Form S-1 as filed with the SEC on
September 14, 2004.
-
***
-
Incorporated
by reference from the Company's Registration Statement on Form S-8 as filed with the SEC on February 12, 2015.
-
+
-
Incorporated
by reference from the Company's Current Report on Form 8-K filed with the SEC on August 17, 2006.
-
(a)
-
Incorporated
by reference from the Company's Annual Report on Form 10-K for the fiscal year ended January 29, 2011, as filed with the SEC on
April 11, 2011.
-
(b)
-
Incorporated
by reference from the Company's Quarterly Report on Form 10-Q for the quarter ended July 30, 2011, as filed with the SEC on
September 8, 2011.
-
(c)
-
Incorporated
by reference from the Company's Quarterly Report on Form 10-Q for the quarter ended October 29, 2011, as filed with the SEC on
December 8, 2011.
-
(d)
-
Incorporated
by reference from the Company's Annual Report on Form 10-K for the fiscal year ended January 28, 2012, as filed with the SEC on
April 9, 2012.
-
(e)
-
Incorporated
by reference from the Company's Quarterly Report on Form 10-Q for the quarter ended November 1, 2014, as filed with the SEC on
December 11, 2014.
83
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