y
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
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(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ◻ | ☑ | Non-accelerated filer ◻ |
Smaller reporting company | Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
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The registrant had
TABLE OF CONTENTS
2
The Container Store Group, Inc.
Consolidated balance sheets
January 1, | April 3, | December 26, | |||||||
(In thousands) |
| 2022 |
| 2021 |
| 2020 | |||
Assets | (unaudited) | (unaudited) | |||||||
Current assets: | |||||||||
Cash | $ | | $ | | $ | | |||
Accounts receivable, net |
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Inventory |
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Prepaid expenses |
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Income taxes receivable | | | | ||||||
Other current assets |
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Total current assets |
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Noncurrent assets: | |||||||||
Property and equipment, net |
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Noncurrent operating lease right-of-use assets | | | | ||||||
Goodwill |
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Trade names |
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Deferred financing costs, net |
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Noncurrent deferred tax assets, net |
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Other assets |
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Total noncurrent assets |
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Total assets | $ | | $ | | $ | |
See accompanying notes.
3
The Container Store Group, Inc.
Consolidated balance sheets (continued)
| January 1, |
| April 3, |
| December 26, | ||||
(In thousands, except share and per share amounts) |
| 2022 |
| 2021 |
| 2020 | |||
Liabilities and shareholders’ equity | (unaudited) | (unaudited) | |||||||
Current liabilities: | |||||||||
Accounts payable | $ | | $ | | $ | | |||
Accrued liabilities |
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Current borrowings on revolving lines of credit |
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Current portion of long-term debt |
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Current operating lease liabilities | | | | ||||||
Income taxes payable |
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Total current liabilities |
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Noncurrent liabilities: | |||||||||
Long-term debt |
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Noncurrent operating lease liabilities | | | | ||||||
Noncurrent deferred tax liabilities, net |
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Other long-term liabilities |
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Total noncurrent liabilities |
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Total liabilities |
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Commitments and contingencies (Note 7) | |||||||||
Shareholders’ equity: | |||||||||
Common stock, $ |
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Additional paid-in capital |
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Accumulated other comprehensive loss |
| ( |
| ( |
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Retained deficit |
| ( |
| ( |
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Total shareholders’ equity |
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Total liabilities and shareholders’ equity | $ | | $ | | $ | |
See accompanying notes.
4
The Container Store Group, Inc.
Consolidated statements of operations
Thirteen Weeks Ended | Thirty-Nine Weeks Ended | |||||||||||
January 1, | December 26, | January 1, | December 26, | |||||||||
(In thousands, except share and per share amounts) (unaudited) |
| 2022 |
| 2020 |
| 2022 |
| 2020 | ||||
Net sales | $ | | $ | | $ | | $ | | ||||
Cost of sales (excluding depreciation and amortization) |
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Gross profit |
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Selling, general, and administrative expenses (excluding depreciation and amortization) |
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Stock-based compensation |
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Pre-opening costs |
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Depreciation and amortization |
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Other (income) expenses |
| — |
| ( |
| — |
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(Gain) loss on disposal of assets |
| ( |
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Income from operations |
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Interest expense, net |
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Loss on extinguishment of debt |
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Income before taxes | |
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Provision for income taxes |
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Net income | $ | | $ | | $ | | $ | | ||||
Net income per common share — basic | $ | | $ | | $ | | $ | | ||||
Net income per common share — diluted | $ | | $ | | $ | | $ | | ||||
Weighted-average common shares — basic | | | | | ||||||||
Weighted-average common shares — diluted |
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See accompanying notes.
5
The Container Store Group, Inc.
Consolidated statements of comprehensive income
Thirteen Weeks Ended | Thirty-Nine Weeks Ended | |||||||||||
January 1, | December 26, | January 1, | December 26, | |||||||||
(In thousands) (unaudited) |
| 2022 |
| 2020 |
| 2022 |
| 2020 | ||||
Net income | $ | | $ | | $ | | $ | | ||||
Unrealized (loss) gain on financial instruments, net of tax (benefit) provision of ($ |
| ( |
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| ( |
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Pension liability adjustment |
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| ( |
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| ( | ||||
Foreign currency translation adjustment |
| ( |
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| ( |
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Comprehensive income | $ | | $ | | $ | | $ | |
See accompanying notes.
6
The Container Store Group, Inc.
Consolidated statements of cash flows
Thirty-Nine Weeks Ended | ||||||
January 1, | December 26, | |||||
(In thousands) (unaudited) |
| 2022 |
| 2020 | ||
Operating activities | ||||||
Net income | $ | | $ | | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
Depreciation and amortization | |
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Stock-based compensation | |
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(Gain) loss on disposal of assets | ( |
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Loss on extinguishment of debt | — | | ||||
Deferred tax expense (benefit) | |
| ( | |||
Non-cash interest | |
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Other | ( |
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Changes in operating assets and liabilities (exclusive of effects of acquisition): | ||||||
Accounts receivable | ( |
| ( | |||
Inventory | ( |
| ( | |||
Prepaid expenses and other assets | ( |
| ( | |||
Accounts payable and accrued liabilities | |
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Net change in lease assets and liabilities | ( | | ||||
Income taxes | ( |
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Other noncurrent liabilities | ( |
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Net cash provided by operating activities | | | ||||
Investing activities | ||||||
Additions to property and equipment | ( |
| ( | |||
Closet Works acquisition, net of cash acquired | ( | — | ||||
Proceeds from sale of property and equipment | |
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Net cash used in investing activities | ( |
| ( | |||
Financing activities | ||||||
Borrowings on revolving lines of credit | |
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Payments on revolving lines of credit | ( |
| ( | |||
Borrowings on long-term debt | |
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Payments on long-term debt | ( | ( | ||||
Payment of debt issuance costs | — |
| ( | |||
Payment of taxes with shares withheld upon restricted stock vesting | ( | ( | ||||
Proceeds from the exercise of stock options | |
| — | |||
Net cash provided by (used in) financing activities | |
| ( | |||
Effect of exchange rate changes on cash | ( |
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Net increase (decrease) in cash | |
| ( | |||
Cash at beginning of fiscal period | |
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Cash at end of fiscal period | $ | | $ | | ||
Supplemental information for non-cash investing: | ||||||
Purchases of property and equipment (included in accounts payable) | $ | | $ | |
See accompanying notes.
7
The Container Store Group, Inc.
Consolidated statements of shareholders’ equity
Accumulated | ||||||||||||||||||||
Additional | other | Total | ||||||||||||||||||
(In thousands, except share amounts) | Par | Common stock | paid-in | comprehensive | Retained | shareholders’ | ||||||||||||||
(unaudited) |
| value |
| Shares |
| Amount |
| capital |
| loss |
| deficit |
| equity | ||||||
Balance at April 3, 2021 | $ | |
| | $ | |
| $ | | $ | ( | $ | ( |
| $ | | ||||
Net income |
| — |
| — |
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| — |
| — |
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Stock-based compensation |
| — |
| — |
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| — |
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Stock options exercised | | | | — | | |||||||||||||||
Vesting of restricted stock awards | | | ( | — | — | — | ||||||||||||||
Taxes related to net share settlement of restricted stock awards | — | — | ( | — | — | ( | ||||||||||||||
Foreign currency translation adjustment |
| — |
| — |
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Unrealized gain on financial instruments, net of $ |
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| — |
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Pension liability adjustment |
| — |
| — |
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| ( |
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Balance at July 3, 2021 | $ | |
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| ( |
| ( |
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Net income | — | — | — | — | | | ||||||||||||||
Stock-based compensation | — | — | | — | — | | ||||||||||||||
Vesting of restricted stock awards | | | ( | — | — | — | ||||||||||||||
Taxes related to net share settlement of restricted stock awards | — | — | — | — | — | — | ||||||||||||||
Foreign currency translation adjustment | — | — | — | ( | — | ( | ||||||||||||||
Unrealized loss on financial instruments, net of $ | — | — | — | ( | — | ( | ||||||||||||||
Pension liability adjustment | — | — | — | | — | | ||||||||||||||
Balance at October 2, 2021 | $ | | | | | ( | ( | | ||||||||||||
Net income | — | — | — | — | | | ||||||||||||||
Stock-based compensation | — | — | | — | — | | ||||||||||||||
Stock options exercised | | | | — | | |||||||||||||||
Vesting of restricted stock awards | — | — | — | — | — | — | ||||||||||||||
Taxes related to net share settlement of restricted stock awards | — | — | — | — | — | — | ||||||||||||||
Foreign currency translation adjustment | — | — | — | ( | — | ( | ||||||||||||||
Unrealized loss on financial instruments, net of $ | — | — | — | ( | — | ( | ||||||||||||||
Pension liability adjustment | — | — | — | | — | | ||||||||||||||
Balance at January 1, 2022 | $ | | | $ | | $ | | $ | ( | $ | ( | $ | |
See accompanying notes.
8
The Container Store Group, Inc.
Consolidated statements of shareholders’ equity (continued)
Accumulated | ||||||||||||||||||||
Additional | other | Total | ||||||||||||||||||
(In thousands, except share amounts) | Par | Common stock | paid-in | comprehensive | Retained | shareholders’ | ||||||||||||||
(unaudited) |
| value |
| Shares |
| Amount |
| capital |
| loss |
| deficit |
| equity | ||||||
Balance at March 28, 2020 | $ | |
| | $ | |
| $ | | $ | ( | $ | ( |
| $ | | ||||
Net loss |
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| — |
| ( |
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Stock-based compensation |
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Vesting of restricted stock awards | | | ( | — | — | — | ||||||||||||||
Taxes related to net share settlement of restricted stock awards | — | — | ( | — | — | ( | ||||||||||||||
Foreign currency translation adjustment |
| — |
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Unrealized gain on financial instruments, net of $ |
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Pension liability adjustment |
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| — |
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| ( | — |
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Balance at June 27, 2020 | $ |
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Net income |
| — | — |
| — | — | |
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Stock-based compensation |
| — | — |
| | — | — |
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Vesting of restricted stock awards | | | ( | — | — | — | ||||||||||||||
Foreign currency translation adjustment | — | — | — | | — | | ||||||||||||||
Unrealized gain on financial instruments, net of $ | — | — | — | | — | | ||||||||||||||
Pension liability adjustment | — | — | — | ( | — | ( | ||||||||||||||
Balance at September 26, 2020 | $ | | | | | ( | ( | | ||||||||||||
Net income | — | — | — | — | | | ||||||||||||||
Stock-based compensation | — | — | | — | — | | ||||||||||||||
Vesting of restricted stock awards | | — | — | — | — | — | ||||||||||||||
Taxes related to net share settlement of restricted stock awards | — | — | ( | — | — | ( | ||||||||||||||
Foreign currency translation adjustment | — | — | — | | — | | ||||||||||||||
Unrealized gain on financial instruments, net of $ | — | — | — | | — | | ||||||||||||||
Pension liability adjustment | — | — | — | ( | — | ( | ||||||||||||||
Balance at December 26, 2020 | $ | | | $ | | $ | | $ | ( | $ | ( | $ | |
See accompanying notes.
9
The Container Store Group, Inc.
Notes to consolidated financial statements (unaudited)
(In thousands, except share amounts and unless otherwise stated)
January 1, 2022
1. Description of business and basis of presentation
These financial statements should be read in conjunction with the financial statement disclosures in our Annual Report on Form 10-K for the fiscal year ended April 3, 2021, filed with the Securities and Exchange Commission (“SEC”) on June 3, 2021 (the “2020 Annual Report on Form 10-K”). The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). We use the same accounting policies in preparing quarterly and annual financial statements, with the exception of business combinations discussed further below. All adjustments necessary for a fair presentation of quarterly operating results are reflected herein and are of a normal, recurring nature. Certain items in these consolidated financial statements have been reclassified to conform to the current period presentation.
All references herein to “fiscal 2021” refer to the 52-week fiscal year ending April 2, 2022, “fiscal 2020” refer to the 53-week fiscal year ended April 3, 2021, and “fiscal 2019” refer to the 52-week fiscal year ended March 28, 2020.
Description of business
Our operations consist of two reportable segments:
The Container Store, Inc. (“TCS”): The Container Store, Inc. was founded in 1978 in Dallas, Texas, as a retailer with a mission to provide customers with storage and organization solutions through an assortment of innovative products and unparalleled customer service. In 2007, The Container Store, Inc. was sold to The Container Store Group, Inc. (the “Company”), a holding company, of which a majority stake was purchased by Leonard Green and Partners, L.P. (“LGP”). On November 6, 2013, the Company completed its initial public offering, at which time LGP held a controlling interest in the Company as the majority shareholder. During fiscal 2020, LGP sold common stock of the Company, reducing their ownership to less than
Elfa: The Container Store, Inc.’s wholly-owned Swedish subsidiary, Elfa International AB (“Elfa”), designs and manufactures component-based shelving and drawer systems and made-to-measure sliding doors. elfa® branded products are sold exclusively in the United States in The Container Store retail stores, website and call center, and Elfa sells to various retailers on a wholesale basis in approximately
10
Business Update Related to Coronavirus
The novel coronavirus (“COVID-19”) pandemic had a negative impact on the Company’s fiscal 2020 operations and financial results. We experienced significant disruptions in store operations, including the temporary closure of all stores to in-store customer traffic, which adversely affected our business, results of operations and financial condition, and saw a significant increase in our curbside pick-up and online selling. During the third quarter of fiscal 2021, all stores were open. We continued to see a shift back to brick and mortar stores and a decrease in online channel sales year-over year. We will continue to review local, state, and federal mandates as we may need to temporarily adjust our operations to comply as COVID-19 and other uncertainties continue to unfold. We continue to prioritize the health and safety of our customers and employees by implementing strict health and safety protocols in our stores. We will continue to monitor guidance from the Centers for Disease Control and Prevention, local, state and federal guidance, and the impact of COVID-19 on the Company's business, results of operations, financial position and cash flows.
Seasonality
The Company’s business has historically been moderately seasonal in nature and, therefore, the results of operations for the thirty-nine weeks ended January 1, 2022 are not necessarily indicative of the operating results for the full year. The Company has historically realized a higher portion of net sales, operating income, and cash flows from operations in the fourth fiscal quarter, attributable primarily to the timing and impact of promotional campaigns. However, we do not expect fiscal 2021 sales and profitability to follow historical patterns due to various factors, including changes in promotional strategy and cadence and anticipated supply chain cost headwinds.
Business Combinations
The Company accounts for business combinations under the acquisition method of accounting. The cost of an acquired company is assigned to the tangible and identifiable intangible assets purchased and the liabilities assumed on the basis of their fair values at the date of acquisition. Any excess of the purchase price over the fair value of tangible and intangible assets acquired is assigned to goodwill. The transaction costs associated with business combinations are expensed as they are incurred. We recognize any adjustments to provisional amounts and goodwill that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, with the effect on current period earnings of changes in depreciation, amortization or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date.
Recent accounting pronouncements
In July 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 changes how to recognize expected credit losses on financial assets. The standard requires a more timely recognition of credit losses on loans and other financial assets and also provides additional transparency about credit risk. The current credit loss standard generally requires that a loss actually be incurred before it is recognized, while the new standard will require recognition of full lifetime expected losses upon initial recognition of the financial instrument. Originally, ASU 2016-13 was effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. An entity should apply the standard by recording a cumulative effect adjustment to retained earnings upon adoption. In November 2019, FASB issued ASU No. 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). This ASU defers the effective date of ASU 2016-13 for public companies that are considered smaller reporting companies as defined by the SEC to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is planning to adopt this standard in the first quarter of fiscal 2022. The adoption of this standard is not expected to result in a material impact to the Company’s financial statements.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This ASU is effective for fiscal years beginning after December 15, 2020, including interim
11
periods within those fiscal years, with early adoption permitted. The adoption of this standard in the first quarter of fiscal 2021 did not result in a material impact to the Company’s financial statements.
In November 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contracts Assets and Contract Liabilities from Contracts with Customers, which requires companies to apply Accounting Standard Codification (“ASC”) 606 to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination on the acquisition date. This new guidance creates an exception to the general recognition and measurement principle noted in ASC 805, Business Combinations, which requires the acquirer in a business combination to recognize and measure the assets acquired at fair value at the acquisition date. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022 and interim periods, for all public business entities. Early adoption is permitted, including adoption in an interim period. ASU 2021-08 should be applied prospectively; however, an entity that elects to early adopt in an interim period should apply the amendments to all business combinations that occurred during the fiscal year that includes that interim period. The Company early adopted this standard in the third quarter of fiscal 2021. The adoption of this standard is expected to result in an immaterial impact to the Company’s financial statements.
2. Detail of certain balance sheet accounts
January 1, | April 3, | December 26, | |||||||
| 2022 |
| 2021 |
| 2020 | ||||
Accounts receivable, net: | |||||||||
Trade receivables, net | $ | | $ | | $ | | |||
Credit card receivables |
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Other receivables |
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$ | | $ | | $ | | ||||
Inventory: | |||||||||
Finished goods | $ | | $ | | $ | | |||
Raw materials |
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Work in progress |
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$ | | $ | | $ | | ||||
Accrued liabilities: | |||||||||
Accrued payroll, benefits and bonuses | $ | | $ | | $ | | |||
Unearned revenue | | | | ||||||
Accrued transaction and property tax | | | | ||||||
Gift cards and store credits outstanding | | | | ||||||
Accrued interest | | | | ||||||
Accrued sales returns | | | | ||||||
Other accrued liabilities | | | | ||||||
$ | | $ | | $ | |
Contract balances as a result of transactions with customers primarily consist of trade receivables included in Accounts receivable, net, Unearned revenue included in Accrued liabilities, and Gift cards and store credits outstanding included in Accrued liabilities in the Company’s Consolidated balance sheets. Unearned revenue was $
12
3. Leases
We conduct all of our U.S. operations from leased facilities that include our support center, warehouse facilities, and
Lease expense on operating leases is recorded on a straight-line basis over the term of the lease, commencing on the date the Company takes possession of the leased property and is recorded in selling, general and administrative expenses (“SG&A”).
We consider lease payments that cannot be predicted with reasonable certainty upon lease commencement to be variable lease payments, which are recorded as incurred each period and are excluded from our calculation of lease liabilities. Our variable lease payments include lease payments that are based on a percentage of sales.
Upon lease commencement, we recognize the lease liability measured at the present value of the fixed future minimum lease payments. We do not separate lease and non-lease components. Therefore, lease payments included in the measurement of the lease liability include all fixed payments in the lease arrangement. We record a right-of-use asset for an amount equal to the lease liability, increased for any prepaid lease costs and initial direct costs and reduced by any lease incentives. We remeasure the lease liability and right-of-use asset when a change to our future minimum lease payments occurs. Key assumptions and judgments included in the determination of the lease liability include the discount rate applied to present value the future lease payments and the exercise of renewal options.
Many of our leases contain renewal options. The option periods are generally not included in the lease term used to measure our lease liabilities and right-of-use assets upon commencement as exercise of the options is not reasonably certain. We remeasure the lease liability and right-of-use asset when we are reasonably certain to exercise a renewal option.
During fiscal 2020, the Company renegotiated terms with landlords as a result of the COVID-19 pandemic, which resulted in the deferral of approximately $
Discount Rate
Our leases do not provide information about the rate implicit in the lease. Therefore, we utilize an incremental borrowing rate to calculate the present value of our future lease obligations. The incremental borrowing rate represents the rate of interest we would have to pay on a collateralized borrowing, for an amount equal to the lease payments, over a similar term and in a similar economic environment.
The components of lease costs for the thirteen and thirty-nine weeks ended January 1, 2022 and December 26, 2020 were as follows:
Thirteen Weeks Ended | Thirty-Nine Weeks Ended | |||||||||||
January 1, 2022 |