Benefit Plans

12 Months Ended

Feb. 02, 2019

Disclosure Text Block Supplement [Abstract]

Compensation and Employee Benefit Plans [Text Block]

Note 9. Benefit Plans

401(k) Savings Plan

Each segment of the Company offers a 401(k) Savings Plan to eligible employees meeting certain age and service requirements.

The fye segment offers a 401(k) plan which permits participants to contribute up to 80% of their salary, including bonuses, up to the maximum allowable by IRS regulations. The Company matches 50% of the first 6% of employee contributions after completing one year of service. Participants are immediately vested in their voluntary contributions plus actual earnings thereon. Participant vesting of the Company’s matching contribution is based on the years of service completed by the participant. Participants are fully vested upon the completion of four years of service. As of February 3, 2019, the fye segment suspended its matching contribution in response to one of the Company’s cost-cutting initiatives.

The etailz segment offers a 401(k) plan which permits participants to contribute up to the maximum allowable by IRS regulations. The Company matches 100% of the first 6% of employee contributions after completing one year of service. Participants are immediately vested in their voluntary contributions plus actual earnings thereon. Participant vesting of the Company’s matching contribution is based on the years of service completed by the participant. Participants are fully vested upon the completion of three 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 fye segment’s matching contributions was approximately $340,000 and $301,000 in fiscal 2018 and fiscal 2017, respectively. Total expense related to the etailz segment’s matching contributions was approximately $297,000 and $224,000 in fiscal 2018 and fiscal 2017, respectively.

Stock Award Plans

As of February 2, 2019, there was approximately $0.6 million of unrecognized compensation cost related to stock option awards comprised of the following: $0.5 million was related to stock option awards listed in the table below and expected to be recognized as expense over a weighted average period of 1.4 years and $0.1 million was related to restricted stock option awards expected to be recognized as expense over a weighted average period of 3.7 years.

The Company has outstanding awards under three employee stock award plans, the 2005 Long Term Incentive and Share Award Plan, the Amended and Restated 2005 Long Term Incentive and Share Award Plan (the “Old Plans”); and the 2005 Long Term Incentive and Share Award Plan (as amended and restated April 5, 2017 (the “New “Plan”). Collectively, these plans are referred to herein as the Stock Award Plans. 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 Plans or the 1990 Plan.

Equity awards authorized for issuance under the New Plan total 5.0 million. As of February 2, 2019, of the awards authorized for issuance under the Stock Award Plans, 2.8 million were granted and are outstanding, 1.9 million of which were vested and exercisable. Shares available for future grants of options and other share based awards under the New Plan at February 2, 2019 were 4.4 million.

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:

	2018	2017
Dividend yield	0%	0%
Expected stock price volatility	50.5-54.0%	40.6-46.4%
Risk-free interest rate	2.71%-3.01%	1.74%-2.39%
Expected award life (in years)	5.64-6.98	5.64-5.71
Weighted average fair value per share of awards granted during the year	$0.50	$0.73

The following table summarizes information about stock options outstanding under the Company’s Stock Award Plans as of February 2, 2019:

	Outstanding								Exercisable
Exercise Price Range	Shares		Average Remaining Life		Weighted Average Exercise Price		Aggregate Intrinsic Value		Shares		Weighted Average Exercise Price		Aggregate Intrinsic Value
$0.98-$2.66		1,263,000		5.9		1.61	$	—		673,000	$	1.82	$	—
2.67-3.50		615,500		5.9		3.34		—		550,500		3.38		—
3.51-4.87		899,914		5.6		3.94		—		716,789		3.97		—
Total		2,778,414		5.8	$	2.75	$	—		1,940,289	$	3.06	$	—

The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value based on the Company’s closing common stock price of $0.59 as of February 2, 2019, which would have been received by the award holders had all award holders under the Stock Award Plans 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 Shares Subject To Option			Stock Award Exercise Price Range Per Share		Weighted Average Exercise Price		Other Share Awards(1)			Weighted Average Grant Date Value
Balance January 28, 2017		2,459,564			$1.73-$5.50	$	3.58		170,927		$	3.63
Granted		680,000			1.60-1.85		1.84		65,000			1.85
Exercised/vested		—			—		—		(52,500	)		3.50
Forfeited		(389,500	)		1.85-4.87		3.23		(5,000	)		3.53
Canceled		(164,150	)		3.79-5.50		5.43		—			—
Balance February 3, 2018		2,585,914			$1.60-$4.87	$	3.06		178,427		$	3.26
Granted		555,000			0.98-1.04		0.99		224,484			1.12
Exercised/vested		—			—		—		(131,500	)		1.94
Forfeited		(290,500	)		0.98-3.88		2.07		—			—
Canceled		(72,000	)		1.73-3.88		1.64		—			—
Balance February 2, 2019		2,778,414			$0.98-$4.87	$	2.75		271,411		$	1.68

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

During fiscal 2018, the Company recognized approximately $79 thousand in expenses for deferred shares issued to non-employee directors. During fiscal 2017, the Company did not issue any deferred shares to non-employee directors. There were no exercises of non-restricted stock options during fiscal 2018 and fiscal 2017. In connection with the acquisition of etailz, the Company issued 1,572,552 restricted shares of Company common stock to a key etailz employee, with a grant date fair value of $3.56 per share. These shares vested ratably through January 2019. Total expense related to these shares was $2.4 million and $2.5 million in fiscal 2018 and 2017, respectively. As of February 2, 2019, the Company recognized a total of $5.6 million of compensation cost related to these restricted shares.

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 2018 and 2017, net periodic benefit cost recognized under both plans totaled approximately $0.6 million in each fiscal year. The accrued pension liability for both plans was approximately $17.5 million and $18.3 million at February 2, 2019 and February 3, 2018, respectively, and is recorded within other long term liabilities on the Consolidated Balance Sheets. The accumulated benefit obligation for both plans was $17.7 million and $18.4 million as of the fiscal years ended February 2, 2019 and February 3, 2018, respectively.

The following is a summary of the Company’s defined benefit pension plans as of each fiscal year-end:

Obligation and Funded Status:

(amounts in thousands)	February 2, 2019			February 3, 2018
Change in Projected Benefit Obligation:
Benefit obligation at beginning of year	$	18,334		$	18,700
Service cost		56			63
Interest cost		560			555
Actuarial (gain) loss		(275	)		177
Benefits paid		(1,199	)		(1,161	)
Benefit obligation at end of year	$	17,476		$	18,334
Fair value of plan assets at end of year	$	—		$	—
Funded status	$	(17,476	)	$	(18,334	)
Unrecognized net actuarial gain		(263	)		(102	)
Accrued benefit cost	$	(17,739	)	$	(18,436	)

Amounts recognized in the Consolidated Balance Sheets consist of:

	February 2, 2019			February 3, 2018
(amounts in thousands)
Current liability	$	(1,199	)	$	(1,199	)
Long term liability		(16,002	)		(17,135	)
Add: Accumulated other comprehensive income		(275	)		(102	)
Net amount recognized	$	(17,476	)	$	(18,436	)

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

Net Periodic Benefit Cost:

		Fiscal Year
	2018			2017
Service cost	$	56		$	63
Interest cost		560			555
Amortization of prior service cost		—			17
Amortization of actuarial net gain		(19	)		(36	)
Net periodic benefit cost	$	597		$	599

Other Changes in Benefit Obligations Recognized in Other Comprehensive Loss: 

	2018		2017
Net prior service cost recognized as a component of net periodic benefit cost	$	—	$	(17	)
Net actuarial gains arising during the period		263		213
		263		196
Income tax effect		—		—
Total recognized in other comprehensive loss	$	263	$	196
Total recognized in net periodic benefit cost and other comprehensive loss	$	334	$	795

The pre-tax components of accumulated other comprehensive loss, which have not yet been recognized as components of net periodic benefit cost as of February 2, 2019 and February 3, 2018 and the tax effect are summarized below.

(amounts in thousands)	February 2,			February 3,
	2019			2018
Net unrecognized actuarial gain	$	(263	)	$	(102	)
Other actuarial adjustments		(102	)		—
Accumulated other comprehensive income	$	(365	)	$	(102	)
Tax expense		1,100			1,100
Accumulated other comprehensive loss	$	735		$	998

	Fiscal Year
	2018	2017
Weighted-average assumptions used to determine benefit obligation:
Discount rate	3.37%	3.42%
Salary increase rate	3.00%	3.00%
Measurement date	Jan 31, 2019	Jan 31, 2018

	Fiscal Year
	2018	2017
Weighted-average assumptions used to determine net periodic benefit cost:
Discount rate	3.61%	3.16%
Salary increase rate	3.00%	3.00%

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 over the next ten years, which reflect expected future service, as appropriate, are expected to be paid:

Year	Pension Benefits
(amounts in thousands)
2019	1,199
2020	1,192
2021	1,184
2022	1,149
2023	1,149
2024 – 2028	6,769

Accumulated Other Comprehensive Loss

(amounts in thousands)	Pension Benefit
February 3, 2018	$	(998	)
Other comprehensive income		263
February 2, 2019	$	(735	)