Benefit Plans

12 Months Ended

Jan. 28, 2017

Disclosure Text Block Supplement [Abstract]

Compensation and Employee Benefit Plans [Text Block]

Note 6. Benefit Plans

401(k) Savings Plan

The Company offers a 401(k) Savings Plan to eligible employees meeting certain age and service requirements. This plan permits participants to contribute up to 80% of their salary, including bonuses, up to the maximum allowable by IRS regulations. Participants are immediately vested in their voluntary contributions plus actual earnings thereon. Participant vesting of the Company’s matching and profit sharing contribution is based on the years of service completed by the participant. Participants are fully vested upon the completion of four years of service. All participant forfeitures of non-vested benefits are used to reduce the Company’s contributions or fees in future years. Total expense related to the Company’s matching contribution was approximately $592,000, $424,000 and $437,000 in fiscal 2016, 2015 and 2014, respectively.

Stock Award Plans

The Company has outstanding awards under two employee stock award plans, the 2005 Long Term Incentive and Share Award Plan (the “Old Plan”); and the Amended and Restated 2005 Long Term Incentive and Share Award Plan (the “New Plan”). Additionally, the Company had a stock award plan for non-employee directors (the “1990 Plan”). The Company no longer issues stock options under the Old Plan or the 1990 Plan.

Equity awards authorized for issuance under the New Plan total 3.0 million. As of January 28, 2017, of the awards authorized for issuance under the Old Plan, New Plan and 1990 Plan, 2.5 million were granted and are outstanding, 1.1 million of which were vested and exercisable. Shares available for future grants of options and other share based awards under the New Plan at January 28, 2017 and January 30, 2016 were 1.1 million and 2.1 million, respectively.

Total stock-based compensation expense, related to company based equity plans, recognized in the Consolidated Statements of Income for fiscal 2016, fiscal 2015 and fiscal 2014 was $0.6 million, $0.5 million and $0.5 million. During fiscal 2016, fiscal 2015 and fiscal 2014, the related total deferred tax benefit was $0. As of January 28, 2017, there was $0.8 million of unrecognized compensation cost related to stock option awards that is expected to be recognized as expense over a weighted average period of 2.7 years.

In connection with the acquisition of etailz, the Company issued 1,572,552 restricted shares of Company stock to a key etailz employee, with a grant date fair value of $3.56 per share. These shares vest ratably through January 2019. As of January 28, 2017, the Company recognized $0.7 million of compensation cost related to these shares. As of January 28, 2017, there was approximately $4.9 million of unrecognized compensation cost related to these restricted shares that is expected to be recognized as expense over a weighted average period of 2.0 years.

The fair values of the options granted have been estimated at the date of grant using the Black - Scholes option pricing model with the following assumptions:

	Stock Option Plan
	2016			2015			2014
Dividend yield		0	%		0	%		0	%
Expected stock price volatility		38.0-47.5	%		39.7-50.2	%		47.0-66.8	%
Risk-free interest rate		1.06%-2.18	%		1.32%-1.94	%		1.45%-2.18	%
Expected award life (in years)		4.92-6.98			4.92-5.71			4.92-5.71
Weighted average fair value per share of awards granted during the year	$	1.19		$	1.49		$	1.65

The following table summarizes information about stock option awards outstanding under the Old Plan, New Plan and 1990 Plan as of January 28, 2017:

		Outstanding							Exercisable
						Weighted						Weighted
				Average		Average		Aggregate				Average		Aggregate
Exercise				Remaining		Exercise		Intrinsic				Exercise		Intrinsic
Price Range			Shares	Life		Price		Value		Shares		Price		Value
	$0.00-$2.66		352,000	3.9	$	2.12	$	274,640		337,000	$	2.10	$	269,090
	2.67-5.33		1,949,664	8.5		3.69	$	7,500		659,289		3.75		—
	5.33-8.00		157,900	0.3		5.50		—		157,900		5.50		—
	Total		2,459,564	7.3	$	3.58	$	282,140		1,154,189	$	3.51	$	269,090

The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value based on the Company’s closing stock price of $2.90 as of January 28, 2017, which would have been received by the award holders had all award holders under the Old Plan, New Plan and 1990 Plan exercised their awards as of that date.

The following table summarizes stock option activity under the Stock Award Plans:

	Employee and Director Stock Award Plans
	Number of			Stock Award		Weighted		Other			Weighted
	Shares Subject To Option			Exercise Price Range Per Share		Average Exercise Price		Share Awards (1)			Average Grant Date Value
Balance February 1, 2014		2,907,190			$1.73-$14.32	$	8.07		10,941		$	9.50
Granted		492,500			3.36-3.50		3.44		226,459			3.47
Exercised/vested		(39,000	)		1.73		1.73		—			0.00
Forfeited		(136,250	)		1.73-4.87		3.64		—			0.00
Canceled		(752,590	)		1.73-14.32		10.31		—			0.00
Balance January 31, 2015		2,471,850			$1.73-$14.32	$	6.81		237,400		$	3.75
Granted		380,000			3.40-3.88		3.72		23,774			3.59
Exercised/vested		(8,000	)		1.73-2.53		2.33		(50,000	)		0.00
Forfeited		(18,500	)		1.73-4.87		3.62		—			0.00
Canceled		(713,525	)		1.73-14.32		13.28		—			0.10
Balance January 30, 2016		2,111,825			$1.73-$6.41	$	4.04		211,174		$	3.79
Granted		1,009,664			2.80-3.90		3.66		68,097			3.84
Exercised/vested		(18,000	)		1.73-2.53		2.09		(108,344	)		3.68
Forfeited		(38,250	)		2.53-4.87		3.82		—			0.00
Canceled		(605,675	)		2.53-6.41		5.23		—			0.00
Balance January 28, 2017		2,459,564			$1.73-$5.50	$	3.58		170,927		$	3.63

(1) Other Share Awards include deferred shares granted to executives and Directors.

During fiscal 2016, 2015 and 2014, the Company recognized expenses of approximately $9,000, $50,000, and $80,000, respectively, for deferred shares issued to non-employee directors.

($ in thousands)	Stock Option Exercises
	2016			2015		2014
Cash received for exercise price	$	39	$	19	$	67
Intrinsic value	$	25	$	12	$	86

Defined Benefit Plans

The Company maintains a non-qualified Supplemental Executive Retirement Plan (“SERP”) for certain Executive Officers of the Company. The SERP, which is unfunded, provides eligible executives defined pension benefits that supplement benefits under other retirement arrangements. The annual benefit amount is based on salary and bonus at the time of retirement and number of years of service.

Prior to June 1, 2003, the Company had provided the Board of Directors with a noncontributory, unfunded retirement plan (“Director Retirement Plan”) that paid retired directors an annual retirement benefit.

For fiscal 2016, fiscal 2015 and fiscal 2014, net periodic benefit cost recognized under both plans totaled approximately $0.8 million, $1.0 million, and $1.3 million, respectively. The accrued pension liability for both plans was approximately $18.7 million and $19.0 million at January 28, 2017 and January 30, 2016, respectively, and is recorded within other long term liabilities. The accumulated benefit obligation for both plans was $19.0 million and $19.3 million for the years ended January 28, 2017 and January 30, 2016, respectively.

The following is a summary of the Company’s defined benefit pension plans as of the most recent actuarial calculations:

	January 28,			January 30,
($ in thousands)	2017			2016
Change in Projected Benefit Obligation:
Benefit obligation at beginning of year	$	19,026		$	19,550
Service cost		61			66
Interest cost		549			583
Actuarial loss (gain)		196			(1,061	)
Benefits paid		(1,132	)		(112	)
Benefit obligation at end of year	$	18,700		$	19,026
Fair value of plan assets at end of year	$	—		$	—
Funded status	$	(18,700	)	$	(19,026	)
Unrecognized prior service cost		17			237
Unrecognized net actuarial (gain) loss		(315	)		(525	)
Accrued benefit cost	$	(18,998	)	$	(19,314	)

Amounts recognized in the Consolidated Balance Sheets consist of:

	January 28,			January 30,
	2017			2016
($ in thousands)
Current liability	$	(1,161	)	$	(1,147	)
Long term liability		(17,539	)		(17,879	)
Add: Accumulated other comprehensive income		(298	)		(288	)
Net amount recognized	$	(18,998	)	$	(19,314	)

Components of Net Periodic Benefit Cost and Other Amounts Recognized in Other Comprehensive (Income) Loss:

Net Periodic Benefit Cost:	Fiscal Year
	2016			2015			2014
Service cost	$	61		$	66		$	55
Interest cost		549			583			689
Amortization of prior service cost		220			342			721
Amortization of net gain		(14	)		(34	)		(143	)
Net periodic benefit cost	$	816		$	957		$	1,322

Other Changes in Benefit Obligations Recognized in Other Comprehensive (Income) Loss:

	2016			2015
Net prior service cost recognized as a component of net periodic benefit cost	$	(220	)	$	(342	)
Net actuarial gain recognized as a component of net periodic benefit cost		14			34
Net actuarial losses / (gains) arising during the period		196			(1,061	)
		(10	)		(1,369	)
Income tax effect		—			—
Total recognized in other comprehensive (income) loss	$	(10	)	$	(1,369	)
Total recognized in net periodic benefit cost and other comprehensive loss (income)	$	806		$	(412	)

The pre-tax components of accumulated other comprehensive loss, which have not yet been recognized as components of net periodic benefit cost as of January 28, 2017, January 30, 2016, and January 31, 2015 and the tax effect are summarized below.

($ in thousands)	January 2017			January 30, 2016			January 2015
Net unrecognized actuarial loss (gain)	$	(315	)	$	(525	)	$	502
Net unrecognized prior service cost		17			237			580
Accumulated other comprehensive (income) loss	$	(298	)	$	(288	)	$	1,082
Tax expense		1,100			1,100			1,099
Accumulated other comprehensive loss	$	802		$	812		$	2,181

In fiscal 2016, approximately $17,000 of net unrecognized prior service cost and approximately $36,000 of the net unrecognized actuarial gain, recorded as components of accumulated other comprehensive loss at January 28, 2017, were recognized as components of net periodic benefit cost.

Assumptions:

	Fiscal Year
	2016			2015
Weighted-average assumptions used to determine benefit obligation:
Discount rate		3.58	%		3.63	%
Salary increase rate		3.00	%		3.00	%
Measurement date		Jan 28, 2017			Jan 30, 2016

	Fiscal Year
	2016			2015			2014
Weighted-average assumptions used to determine net periodic benefit cost:
Discount rate		3.63	%		3.00	%		4.25	%
Salary increase rate		3.00	%		3.00	%		4.00	%

The discount rate is based on the rates implicit in high-quality fixed-income investments currently available as of the measurement date. The Citigroup Pension Discount Curve (CPDC) rates are intended to represent the spot rates implied by the high quality corporate bond market in the U.S. The projected benefit payments attributed to the projected benefit obligation have been discounted using the CPDC mid-year rates and the discount rate is the single constant rate that produces the same total present value.

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:

Year	Pension Benefits
	($ in thousands)
2017		1,161
2018		1,201
2019		1,193
2020		1,186
2021		1,186
2022 – 2026		6,288

Accumulated Other Comprehensive Income (Loss)

($ in thousands)	Pension and Other Benefit
January 30, 2016	$	(812	)
Other comprehensive income before reclassifications		10
January 28, 2017	$	(802	)