Item 1. BUSINESS
General
Hancock Fabrics, Inc., a Delaware corporation, was incorporated in 1987 as a successor to the retail and wholesale fabric business of Hancock Textile Co., Inc., a Mississippi corporation and a wholly owned subsidiary of Lucky Stores, Inc., a Delaware corporation (“Lucky”).
Founded in 1957, we operated as a private company until 1972 when we were acquired by Lucky. We became a publicly owned company as a result of the distribution of shares of common stock to the shareholders of Lucky on May 4, 1987.
The Company is one of the largest fabric retailers in the United States, with 2014 sales of $283.1 million. We are a specialty retailer committed to nurturing creativity through a complete selection of fashion and home decorating textiles, sewing accessories, needlecraft supplies and sewing machines. We believe that providing a large assortment of fabric and other items, combined with expert in-store sewing advice, provides us with a competitive advantage. We operated 263 stores in 37 states and an internet store located on our website with the domain name www.hancockfabrics.com as of January 31, 2015.
Operations
Our stores offer a wide selection of apparel fabrics, home decorating products (which include drapery and upholstery fabrics and home accent pieces), quilting materials, and notions (which include sewing aids and accessories such as zippers, buttons, threads, sewing machines, and patterns).
Our stores are primarily located in strip shopping centers. During 2014, we opened seven stores, closed six stores, remodeled six stores, and relocated six existing stores.
Merchandising/Marketing
We principally serve the sewing, needle arts, and home decorating markets. These markets primarily consist of women who are creative enthusiasts, making clothing and gifts for their families and friends, and decorating their homes.
We offer our customers a wide selection of products at prices that we believe are similar or lower than the prices charged by our competitors. In addition to staple fabrics and notions for apparel, quilting, and home decoration, we provide a variety of seasonal and current fashion merchandise.
We use promotional advertising, primarily direct mail, email, and newspaper inserts, to reach our target customers.
Distribution and Supply
Our retail stores are served by our corporate headquarters and a 650,000 square foot warehouse and distribution facility in Baldwyn, Mississippi.
Contract trucking firms, common carriers, and parcel delivery are used to deliver merchandise to our warehouse. These types of carriers are also used to deliver merchandise from our warehouse and vendors to our retail stores.
Bulk quantities of fabric are purchased from domestic and foreign mills, fabric jobbers and importers. We have no long-term contracts for the purchase of merchandise and did not purchase more than 4% of our merchandise from any one supplier during 2014. We purchased approximately 15.7% of our merchandise from our top five suppliers in fiscal year 2014.
Competition
We are among the largest fabric retailers in the United States, serving our customers in their quest for apparel and craft sewing, quilting, home decorating, and other artistic undertakings. Our stores compete with other specialty fabric and craft retailers, such as Jo-Ann Stores, Inc., and selected mass merchants, including Wal-Mart, that dedicate a portion of their selling space to a limited selection of fabrics and craft supply items. We also face competition from Internet-based retailers, such as Amazon.com, Inc., in addition to traditional store-based retailers, who may be larger, more experienced and able to offer products we cannot offer online. Such alternative methods of selling fabrics and crafts could result in additional competitors in the future and increased price competition since our customers could more readily comparison shop. We compete on the basis of price, selection, quality, service and location. We believe that our continued commitment to providing a large assortment of fabric and other items that are affordable, complete, and unique, combined with the expert sewing advice available in each of our stores, provides us with a competitive advantage in the industry.
Information Technology
Hancock Fabrics is committed to using information technology to improve operations and efficiency and to enhance the customer shopping experience. Information obtained from our point-of-sale system enables us to identify important trends, increase in-stock levels of more popular stock keeping units (“SKUs”), eliminate less profitable SKUs, analyze product margins and generate data for the purpose of evaluating advertising and promotions. We also believe that our point-of-sale system allows us to provide better customer service by increasing the speed and accuracy of register checkout, enabling us to more rapidly re-stock merchandise and efficiently re-price sale items. In 2014, key systems were upgraded to increase capacity and performance as well as to improve data security. These upgrades have provided the resources necessary to develop more sophisticated replenishment and distribution applications. Additional capacity and performance has also allowed us to improve our reporting and data warehousing. We continued to leverage our store network to improve perpetual inventory accuracy through new applications. Our focus remains on inventory control and maximization, and labor management through the implementation and use of efficient systems.
Service Mark
We operate our stores under the service mark “Hancock Fabrics,” which we have registered with the United States Patent and Trademark Office.
Seasonality
Our business is seasonal. Peak sales periods occur during the fall, Thanksgiving/Christmas and pre-Easter weeks, while the lowest sales periods occur during the summer months.
Employees
At January 31, 2015, we employed approximately 3,100 people on a full-time and part-time basis. Approximately 2,800 of those employees work in our retail stores. The remaining employees work in the Baldwyn headquarters, warehouse, and distribution facility. We do not have any employees covered under collective bargaining agreements.
Government Regulation
We are subject to the Fair Labor Standards Act, which governs such matters as minimum wages, overtime and other working conditions. A significant number of our employees are paid at rates related to federal and state minimum wages and, accordingly, any increase in the minimum wage would affect our labor cost.
Environmental Law Compliance
Our operations and properties are subject to federal, state and local environmental laws and regulations, including those relating to the handling, storage and disposal of chemicals, wastes and other regulated materials, release of pollutants into the air, soil and water, the remediation of contaminated sites and public disclosure of information regarding certain regulated materials. Failure to comply with environmental requirements could result in fines or penalties, as well as investigatory or remedial liabilities and claims for alleged personal injury or property damage. Some environmental laws impose strict, and under some circumstances joint and several liability, for costs of investigation and remediation of contaminated sites on current and prior owners or operators of the sites, as well as those entities that send regulated materials to the sites. We have not incurred material costs for compliance with environmental requirements in the past, and we do not believe that compliance costs will have a material adverse effect upon our capital expenditures, income, or competitive position.
Available Information
The Company’s internet address is www.hancockfabrics.com. The information on our website is not incorporated by reference into this report and should not be considered part of this or any other report we file with the Securities and Exchange Commission (“SEC”). Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) are made available free of charge on our website as soon as practicable after these documents are filed with or furnished to the SEC. We also provide copies of such filings free of charge upon request. This information is also available from the SEC through their website, www.sec.gov, and for reading and copying at the SEC’s Public Reference Room located at 100 F Street, NE, Washington, D.C. 20549-0102. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
Section 302 Certification
The Chief Executive Officer and Chief Financial Officer of the Company filed the certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 as exhibits to this Annual Report on Form 10-K for the fiscal year ended January 31, 2015.
Item 1A.
Item 1A. RISK FACTORS
There are many risk factors that affect our business and operating results, some of which are beyond our control. The following is a description of all known material risks that may cause our actual operating results in future periods to differ materially from those currently expected or desired. The following risk factors should be considered carefully in evaluating our business along with the other information contained in or incorporated by reference into this Annual Report and the exhibits hereto.
Risks Related to Our Business
Our business and operating results may be adversely affected by general adverse economic conditions.
Our performance and operating results are impacted by conditions in the U.S. and the world economy. The macro-economic environment has been highly volatile in recent years due to a variety of factors, including but not limited to, the lagging demand in the housing market, lack of credit availability, unpredictable fuel and energy prices, volatile interest rates, inflation and deflation fears, unemployment concerns, increasing consumer debt, significant stock market volatility, and recession. These economic conditions negatively impact levels of consumer spending, which may remain depressed for the foreseeable future. Consumer purchases of discretionary items, including our merchandise, generally decline during recessionary periods and other periods where disposable income is adversely affected. General adverse economic conditions may affect consumer purchases of our merchandise and adversely impact our results of operations and continued growth. In addition, the slowing growth in China and the economic condition in Europe is causing a significant negative impact on businesses around the world. The impact of this environment on our major suppliers cannot be predicted. The inability of key suppliers to access liquidity, or the insolvency of key suppliers, could lead to their failure to deliver our merchandise. Any or all of these factors, as well as other unforeseen factors, could have a material adverse impact on consumer spending, our ability to obtain financing, our results of operations, liquidity, financial condition and stock price.
We are subject to intense competition in our business, which could have a material effect on our operations.
Competition is intense in the retail fabric and craft industry, primarily due to low entry barriers. We must remain competitive in the areas of quality, price, selection, customer service, convenience, and reputation.
Our primary competition is comprised of specialty fabric retailers and specialty craft retailers such as Jo-Ann Stores, a national chain that operates fabric and craft stores. We also compete with mass merchants, including Wal-Mart, that dedicate a portion of their selling space to a limited selection of fabrics, craft supplies and seasonal and holiday merchandise. We also compete with Hobby Lobby, a national chain that operates craft stores that also carries fabrics, Michaels Stores, Inc., a national chain that operates craft and framing stores, and A.C. Moore Arts & Crafts, Inc., a regional chain that operates craft stores in the eastern United States. Some of our competitors have stores nationwide, several operate regional chains and numerous others are local merchants. Some of our competitors, particularly the national specialty chain stores and the mass merchants, are larger and have greater financial resources than we do. The performance of competitors as well as changes in their pricing and promotional policies, marketing activities, new store openings, merchandising and operational strategies could impact our sales and profitability. Our sales and profitability could also be impacted by store liquidations of our competitors. We also face competition from Internet-based retailers, such as Amazon.com, Inc., in addition to traditional store-based retailer, who may be larger, more experienced and able to offer products we cannot offer online. Such alternative methods of selling fabrics and crafts could result in additional competitors in the future and increased price competition since our customers could more readily comparison shop. Moreover, we ultimately compete against alternative sources of entertainment and leisure activities for our customers that are unrelated to the fabric and craft industry. This competition could negatively affect our sales and profitability.
Our merchandising initiatives and marketing emphasis may not provide expected results.
We believe our future success will depend upon, in part, the ability to develop and execute merchandising initiatives with effective marketing. There is no assurance that we will be successful, or that new initiatives will be executed in a timely manner to satisfy our customers’ needs or expectations. Failure to execute and promote such initiatives in a timely manner could harm our ability to grow the business and could have a material adverse effect on our results of operations and financial condition.
Changes in customer demands and failure to manage inventory effectively could adversely affect our operating results.
Our financial condition and operating results are dependent upon our ability to anticipate and respond in a timely manner to changing customer demands and preferences for our products. A miscalculation in the anticipated demands of our customers could result in a significant overstock of unpopular products which could lead to major inventory markdowns, resulting in negative consequences to our operating results and cash flow. Likewise, a shortage of popular products could lead to negative operating results and cash flow. In addition, inventory shrink (inventory theft or loss) rates and failure to manage such rates could adversely affect our business, financial condition and operating results.
Our inability to effectively implement our growth strategy may have an adverse effect on sales growth
Our growth strategy includes relocating or remodeling existing stores, opening new stores and introducing changes to our merchandise assortments, among others. Certain risks involved with implementing these strategies may not be adequately addressed, and future sales and operating results may be less than anticipated, which may negatively impact the return on investment. Future growth and profitability is dependent upon the successful implementation of our growth strategy and realizing positive returns on investments.
Our ability to attract and retain skilled people is important to our success.
Our success depends in part on our ability to retain key executives and to attract and retain additional qualified personnel who have experience in retail matters and in operating a company of our size and complexity. The unexpected loss of one or more of our key personnel could have a material adverse effect on our business because of the unique skills, knowledge of our markets and products, and years of industry experience such personnel contribute to the business and the difficulty of promptly finding qualified replacements. We offer financial packages that are competitive within the industry to effectively compete in this area.
Interest rate increases could negatively impact profitability.
Our financing, investing, and cash management activities are subject to the market risk associated with changes in interest rates. Our profitability could be negatively impacted by significant increases in interest rates.
We have a significant amount of indebtedness, which could have important negative consequences to us.
At January 31, 2015, we had outstanding long-term indebtedness of $84.7 million. Our significant indebtedness could have important negative consequences to us, including:
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making it more difficult for us to satisfy our obligations with respect to such indebtedness;
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increasing our vulnerability to adverse general economic and industry conditions;
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exhausting the amount available to borrow under our current credit lines if operating results do not improve;
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limiting our ability to obtain additional financing to fund capital expenditures or other growth initiatives, and other general corporate requirements;
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requiring us to dedicate a significant portion of our cash flow from operations to interest and principal payments on our indebtedness, thereby reducing the availability of our cash flow to fund capital expenditures or other growth initiatives, and other general corporate requirements;
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limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
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placing us at a competitive disadvantage compared to our less leveraged competitors;
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limiting our ability to fund the required cash contributions to the defined benefit pension plan; and
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limiting our ability to refinance our existing indebtedness as it matures.
As a consequence of our level of indebtedness, a significant portion of our cash flow from operations must be dedicated to debt service requirements. In addition, the terms of our revolving credit facility limit our ability to incur additional indebtedness. If we fail to comply with these covenants, a default may occur, in which case the lender could accelerate the debt. We cannot assure you that we would be able to renegotiate, refinance or otherwise obtain the necessary funds to satisfy these obligations.
Our business is dependent on the ability to successfully access funds through capital markets and financial institutions and any inability to access funds may limit our ability to execute our business plan and restrict operations we rely on for future growth.
Our business is dependent on the availability of credit to fund working capital, capital expenditures and other general corporate requirements. Our credit facilities are scheduled to expire on November 15, 2016 and our floating rate secured notes mature on November 20, 2017. On April 22, 2015, the Company refinanced its existing credit facility with a new credit agreement which provides for senior secured financing of $117.5 million, see Note 15 of the Consolidated Financial Statements - Subsequent Events. We can provide no assurance that we will be able to obtain replacement financing at the expiration of the new facility on acceptable terms or at all. While we believe we can meet our capital requirements from our operations and our available sources of financing for the next twelve months, we can provide no assurances that we will be able to do so for the long-term. If we are unable to access financial markets at competitive rates, our ability to implement our business plan and strategy will be negatively affected.
Significant changes in discount rates, mortality rates, actual investment return on pension assets, and other factors could affect our earnings, equity, and pension contributions in future periods.
Our earnings may be positively or negatively impacted by the amount of income or expense recorded for our qualified benefit pension plan. Generally accepted accounting principles in the United States of America (“GAAP”) require that income or expense for the plan be calculated at the annual measurement date using actuarial assumptions and calculations. These calculations reflect certain assumptions, the most significant of which relate to the capital markets, interest rates and other economic conditions. Changes in key economic indicators can change the assumptions. The most significant assumptions used to estimate pension income or expense for the year are the expected long-term rate of return on plan assets and the interest rate. These assumptions, along with the actual value of assets at the measurement date, will drive the pension income or expense for the year. In addition, at the measurement date, we must reflect the funded status of the plan liabilities on the balance sheet, which may result in a significant charge to equity through a reduction or increase to Accumulated Other Comprehensive Income (Loss). In 2014, an increase in Pension and SERP liabilities from $28.4 million to $43.8 million caused a shareholders’ deficit and an increase of $18.0 million in accumulated other comprehensive loss. Although GAAP expense and pension contributions are not directly related, the key economic factors that affect GAAP expense would also likely affect the amount of cash we would contribute to the pension plan. Potential pension contributions include both mandatory amounts required under federal law and discretionary contributions to improve a plan’s funded status.
Business matters encountered by our suppliers may adversely impact our ability to meet our customers’ needs.
Many of our suppliers are small businesses that produce a limited number of items. Many of these businesses face cash flow constraints, production difficulties, quality control issues, and problems in delivering agreed-upon quantities on schedule because of their limited resources and lack of financial flexibility. Many of our vendors rely on third parties for working capital loans. The third parties’ evaluation of our credit worthiness can significantly impact our suppliers’ ability to produce and deliver product. Failure of our key suppliers to withstand a downturn in economic conditions could have a material adverse effect on our operating results and our ability to meet our customers’ needs. In addition, the significant product safety requirements arising under the U.S. Consumer Product Safety Improvement Act of 2008 and state product safety laws may represent a compliance challenge to some of our suppliers, could negatively impact the ability of such suppliers to deliver compliant products to us and thus negatively impact our business operations and performance. Delivery of non-compliant products could result in liability to our company; while we obtain indemnifications from our suppliers with respect to compliance issues, some suppliers might not have the financial resources to stand behind their indemnifications and we could also suffer damage to our reputation.
We are vulnerable to risks associated with obtaining merchandise from foreign suppliers.
We rely on foreign suppliers, many of whom are located primarily in China and other Asian countries, for the majority of our products. In addition, some of our domestic suppliers manufacture their products overseas or purchase them from foreign vendors. Foreign sourcing subjects us to a number of risks, including long lead times; work stoppages; transportation delays (including dock strikes and other work stoppages) and interruptions; product quality issues; employee rights issues; other social concerns; political instability; economic disruptions; the imposition of tariffs, duties, quotas, import and export controls and other trade restrictions; changes in governmental policies; and other events. If any of these events occur, it could result in a material adverse effect on our business, financial condition, results of operations and prospects. In addition, reductions in the value of the U.S. dollar or revaluation of the Chinese currency, or other foreign currencies, could ultimately increase the prices that we pay for our products. All of our products manufactured overseas and imported into the United States are subject to duties collected by the United States Customs Service. We may be subjected to additional duties, significant monetary penalties, the seizure and forfeiture of the products we are attempting to import or the loss of import privileges, if we or our suppliers are found to be in violation of U.S. laws and regulations applicable to the importation of our products.
Transportation industry challenges and rising fuel costs may negatively impact our operating results.
Our products are delivered to our distribution center from vendors and from our distribution center to our stores by various means of transportation. Our ability to furnish our stores with inventory in a timely manner could be adversely affected by labor or equipment shortages in the transportation industry as well as long-term interruptions of service in the national and international transportation infrastructure. In addition, labor shortages and increases in fuel prices could lead to higher transportation costs. With our reliance on the trucking industry to deliver products to our distribution center and our stores, our operating results could be adversely affected if we are unable to secure adequate trucking resources to fulfill our delivery schedules to the stores or if transportation costs increase.
Delays or interruptions in the flow of merchandise through our distribution center could adversely impact our operating results.
Approximately 94% of our store shipments pass through our distribution center. The remainder of merchandise is drop-shipped by our vendors directly to our store locations. Damage or interruption to our distribution center from factors such as fire, power loss, storm damage or unanticipated supplier shipment delays could cause a disruption in our operations. The occurrence of unanticipated problems at our distribution center would likely result in increased operating expenses and reduced sales that would negatively impact our operating results.
Changes in the labor market and in federal, state, or local regulations could have a negative impact on our business.
Our products are delivered to our customers at our retail stores by quality associates, many of whom are in entry level or part-time positions. Attracting and retaining a large number of dependable and knowledgeable associates is vital to our success. External factors, such as unemployment levels, prevailing wage rates, minimum wage legislation, workers compensation costs and changing demographics, affect our ability to manage employee turnover and meet labor needs while controlling our costs. Our operations and financial performance could be negatively impacted by changes that adversely affect our ability to attract and retain quality associates.
Taxing authorities could disagree with our tax treatment of certain deductions or transactions, resulting in unexpected tax assessments.
The possibility exists that the Internal Revenue Service or other taxing authorities could audit our current or previously filed tax returns and dispute our treatment of tax deductions or apportionment formulas, resulting in unexpected assessments. Depending on the timing and amount of such assessments, they could have a material adverse effect on our results of operations, financial condition and liquidity.
Our current cash resources might not be sufficient to meet our expected near-term cash needs.
Due to our history of losses over the three year period ended January 31, 2015, we have only generated positive operating cash flow in the year ended January 31, 2015, which was substantially less than the negative operating cash flows experienced in the prior two years. If we are unable to continue generating positive cash flow from operations in amounts significant enough to fund our plans, we will need to develop and implement alternative strategies. These alternative strategies could include seeking improvements in working capital management, reducing or delaying capital expenditures, restructuring or refinancing our indebtedness, seeking additional debt or financing, and selling assets. There can be no assurance that any of these strategies could be implemented on satisfactory terms, on a timely basis, or at all.
A disruption in the performance of our information systems would negatively impact our business.
We depend on our management information systems for many aspects of our business, including effective transaction processing, inventory management, purchasing, selling and shipping goods on a timely basis, and maintaining cost-efficient operations. The failure of our information systems to perform as designed could disrupt our business and cause information to be lost or delayed, which could have a negative impact on our business. Computer viruses, computer “hackers,” or other system failures could lead to operational problems with our information systems. Our operations and financial performance could also be negatively impacted by costs and potential problems related to the implementation of new or upgraded systems, or if we were unable to provide maintenance and support for our existing systems.
A failure to adequately maintain the security of confidential information could have an adverse effect on our business.
We have become more dependent upon automated information technology processes, including use of the internet for conducting a portion of our business. The regulatory environment surrounding information security and privacy is increasingly demanding, with the frequent imposition of new and constantly changing requirements. In connection with credit card sales, we transmit confidential credit card information. Information may be compromised through various means, including penetration of our network security, hardware tampering, and misappropriation of confidential information. We have a program in place to detect and respond to data security incidents. However, because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems changes frequently and may be difficult to detect for long periods of time, we may be unable to anticipate these techniques or implement adequate preventive measures. In addition, hardware, software or applications we develop or procure from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Unauthorized parties may also attempt to gain access to our systems or facilities through fraud, trickery or other forms of deceiving our team members, contractors and temporary staff. Failure to maintain the security of confidential information could result in deterioration in our employees’ and customers’ confidence in us, expose us to litigation and liability, and any breach in the security and integrity of other business information could put us at a competitive disadvantage, resulting in a material adverse impact on our financial condition and results of operations.
Our marketing programs, e-commerce initiatives and use of consumer information are governed by an evolving set of laws and enforcement trends and unfavorable changes in those laws or trends, or our failure to comply with existing or future laws, could substantially harm our business and results of operations.
We collect, maintain and use data provided to us through our online activities and other customer interactions in our business. Our current and future marketing programs depend on our ability to collect, maintain and use this information, and our ability to do so is subject to certain contractual restrictions in third party contracts as well as evolving international, federal and state laws and enforcement trends. We strive to comply with all applicable laws and other legal obligations relating to privacy, data protection and consumer protection, including those relating to the use of data for marketing purposes. It is possible, however, that these requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another, may conflict with other rules or may conflict with our practices. If so, we may suffer damage to our reputation and be subject to proceedings or actions against us by governmental entities or others. Any such proceeding or action could hurt our reputation, force us to spend significant amounts to defend our practices, distract our management, increase our costs of doing business, and result in monetary liability.
In addition, as data privacy and marketing laws change, we may incur additional costs to ensure we remain in compliance. If applicable data privacy and marketing laws become more restrictive at the federal or state level, our compliance costs may increase, our ability to effectively engage customers via personalized marketing may decrease, our investment in our e-commerce platform may not be fully realized, our opportunities for growth may be curtailed by our compliance capabilities or reputational harm and our potential liability for security breaches may increase.
Failure to comply with various laws and regulations as well as litigation developments could adversely affect our business operations and financial performance.
Our policies, procedures, and internal controls are designed to comply with all applicable laws and regulations, including those imposed by the U.S. Securities and Exchange Commission as well as applicable employment laws. We are involved in various litigation and arbitration matters that arise in the ordinary course of our business, including liability claims. Litigation and arbitration could adversely affect our business operations and financial performance. Also, failure to comply with the various laws and regulations may result in damage to our reputation, civil and criminal liability, fines and penalties, increased cost of regulatory compliance, and restatements of financial statements.
We may not be able to maintain or negotiate favorable lease terms for our retail stores.
We lease substantially all of our store locations. The majority of our store leases contain provisions for base rent and a small number of store leases contain provisions for base rent plus percentage rent based on sales in excess of an agreed upon minimum annual sales level. If we are unable to renew, renegotiate or replace our store leases or enter into leases for new stores on favorable terms, our growth and profitability could be harmed.
Changes in accounting principles may have a negative impact on our reported results.
A change in accounting standards or policies may have a significant impact on our reported results from operations. New accounting pronouncements and different interpretations of existing pronouncements have been issued and may be issued in the future. Implementation of these standards or policies may have a negative impact on our reported results.
Our results may be adversely affected by serious disruptions or catastrophic events, including geo-political events and weather.
Unforeseen public health issues, such as pandemics and epidemics, and geo-political events, such as civil unrest in a country in which our suppliers are located or terrorist or military activities disrupting transportation, communication or utility systems, as well as natural disasters such as hurricanes, typhoons, tornadoes, floods, earthquakes and other adverse weather and climate conditions, whether occurring in the U.S. or abroad, particularly during peak seasonal periods, could disrupt our operations or the operations of one or more of our vendors or could severely damage or destroy one or more of our stores or distribution facilities located in the affected areas. Day to day operations, particularly our ability to receive products from our vendors or transport products to our stores could be adversely affected, or we could be required to close stores or distribution centers in the affected areas or in areas served by the affected distribution center. These factors could also cause consumer confidence and spending to decrease or result in increased volatility in the U.S. and global financial markets and economy. Such occurrences could significantly impact our operating results and financial performance. As a result, our business could be adversely affected.
Changes in newspaper subscription rates may result in reduced exposure to our circular advertisements.
A substantial portion of our promotional activities utilize circular advertisements in local newspapers. A continued decline in consumer subscriptions of these newspapers could reduce the frequency with which consumers receive our circular advertisements, thereby negatively affecting sales, results of operations and cash flow.
Unexpected or unfavorable consumer responses to our promotional or merchandising programs could materially adversely affect our sales, results of operations, cash flow and financial condition.
Brand recognition, quality and price have a significant influence on consumers’ choices among competing products and brands. Advertising, promotion, merchandising and new product introductions also have a significant impact on consumers’ buying decisions. If we misjudge consumer responses to our existing or future promotional activities, this could have a material adverse impact on our sales, results of operations, cash flow and financial condition.
We believe improvements in our merchandise offering help drive sales at our stores. We could be materially adversely affected by poor execution of changes to our merchandise offering or by unexpected consumer responses to changes in our merchandise offering.
Risks Related to Our Common Stock
There are risks associated with our common stock trading on the OTC Markets, formerly known as the “Pink Sheets”.
Effective May 4, 2007, our common stock was delisted from the New York Stock Exchange, and there is currently no established public trading market for our common stock. Our common stock is currently quoted on the OTC Markets (formerly known as “Pink Sheets”) under the symbol “HKFI”. The OTC Markets is a centralized quotation service that collects and publishes market maker quotes for over-the-counter securities in real time. Over-the-counter market quotations, like those on the OTC Markets, reflect inter-dealer prices, without retail mark-up, mark-down, or commission and may not necessarily represent actual transactions. Stocks trading in the OTC Markets generally have substantially less liquidity; consequently, it can be much more difficult for stockholders and broker/dealers to purchase and sell our shares in an orderly manner or at all. Due in part to the decreased trading price of our common stock and reduced analyst coverage, the trading price of our common stock may change quickly, and brokers may not be able to execute trades as quickly as they previously could when our common stock was listed on an exchange. Currently, we are not actively seeking to become listed on any exchange. There can be no assurance that our common stock will again be listed on an exchange, or that a trading market for our common stock will be established.
Our stock price has been volatile and could decrease in value.
There has been significant volatility in the market price and trading volume of equity securities, in many cases unrelated to the financial performance of the companies. These broad market fluctuations may negatively affect the market price of shares of our common stock. Fluctuations in the market price of our common stock may be caused by changes in our operating performance or prospects and other factors, including, among others:
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actual or anticipated fluctuations in our operating results or future prospects;
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our announcements or our competitors’ announcements of new products;
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public reaction to our press releases, our other public announcements and our filings with the SEC;
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strategic actions by us or our competitors;
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changes in financial markets or general economic conditions;
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our ability to raise additional capital as needed;
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developments regarding our patents or proprietary rights or those of our competitors; and
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changes in stock market analyst recommendations or earnings estimates regarding shares of our common stock, other comparable companies or our industry generally.
Future sales of our common stock could adversely affect the market price of our common stock and our future capital-raising activities could involve the issuance of equity securities, which could result in a decline in the trading price of shares of our common stock.
We may sell securities in the public or private equity markets if and when conditions are favorable, even if we do not have an immediate need for additional capital at that time. Sales of substantial amounts of common stock, or the perception that such sales could occur, could adversely affect the prevailing market price of shares of our common stock and our ability to raise capital. We currently have outstanding warrants to purchase an aggregate of up to 9,838,000 shares of the Company’s common stock for an exercise price of $0.59 per share that are exercisable at any time until November 20, 2019 on a cashless basis pursuant to the terms of the warrants. We may issue additional shares of our common stock in future financing transactions or as incentive compensation for our executive management and other key personnel, consultants and advisors. Issuing any equity securities would be dilutive to the equity interests represented by our-then-outstanding shares of our common stock. The market price for shares of our common stock could decrease as the market takes into account the dilutive effect of any of these issuances.
We do not expect to pay cash dividends on shares of our common stock for the foreseeable future.
We do not anticipate that any cash dividends will be paid on shares of our common stock in the foreseeable future. Any future determination relating to our dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including future earnings, capital requirements, financial conditions, future prospects, contractual restrictions and other factors that our board of directors may deem relevant. The Company’s credit facilities also contain covenants restricting the ability of the Company and its subsidiaries to pay dividends or distributions.
Item 1B.
Item 1B. UNRESOLVED STAFF COMMENTS
None.
Item 2.
Item 2. PROPERTIES
As of January 31, 2015, the Company operated 263 stores in 37 states. The number of store locations in each state is shown in the following table:
Our store activity for the last five years is shown in the following table:
The Company’s 263 retail stores average 13,611 square feet and are located principally in strip shopping centers.
With the exception of one owned location, the Company’s retail stores are leased. The original lease terms generally are ten years in length and most leases contain one or more renewal options, usually of five years in length. During fiscal 2015, twenty-two store leases are scheduled to expire. We currently have negotiated or are in the process of negotiating renewals on certain leases.
The Company owns and operates a 650,000 square foot warehouse and distribution facility, a 28,000 square foot fixture manufacturing facility, and an 80,000 square foot corporate headquarters facility in Baldwyn, Mississippi. These facilities, which are located on 64 acres of land, are owned by the Company and serve as collateral under the Company’s credit facility.
Reference is made to the information contained in Note 6 to the accompanying Consolidated Financial Statements for information concerning our long-term obligations under leases.
Item 3.
Item 3. LEGAL PROCEEDINGS
The Company is party to several legal proceedings and claims arising in the ordinary course of business. We expect these matters will be resolved without material adverse effect on our consolidated financial position, results of operations or cash flows. We believe that any estimated loss related to such matters has been adequately provided for in accrued liabilities to the extent probable and reasonably estimable.
Item 4.
Item 4. MINE SAFETY DISLOSURES
Not applicable.
PART II
Item 5.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
There is currently no established public trading market for our common stock. Our common stock is currently quoted on the OTC Markets, formerly known as the “Pink Sheets”, under the symbol “HKFI”. The OTC Markets is a centralized quotation service that collects and publishes market maker quotes for over-the-counter securities in real time. Over-the-counter market quotations, like those on the OTC Markets, reflect inter-dealer prices, without retail mark-up, mark-down, or commission and may not necessarily represent actual transactions. The following table sets forth the high and low closing prices of our common stock for the year and during each quarter in fiscal 2013 and 2014, as reported by the OTC Markets:
As of January 31, 2015, there were 3,279 record holders of our common stock.
We did not pay any cash dividends during fiscal 2014 or 2013. We do not currently anticipate declaring or paying cash dividends on shares of our common stock in the foreseeable future. We currently intend to retain all of our future earnings, if any, to finance operations. Any future determination relating to our dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including future earnings, capital requirements, financial conditions, future prospects, contractual restrictions and other factors that our board of directors may deem relevant. The Company’s credit facilities also contain covenants restricting the ability of the Company and its subsidiaries to pay dividends or distributions.
A description of our securities authorized for issuance under equity compensation plans will be included in the Proxy Statement for our 2015 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended January 31, 2015.
Issuer Purchases of Equity Securities
This table provides information with respect to purchases by the Company of shares of our common stock during the year ended January 31, 2015:
Issuer Purchases of Equity Securities
Total Number of
Maximum
Shares Purchased as
Number of Shares That
Total number of
Average Price
Part of Publicly
May Yet Be Purchased
Period
Shares Purchased (1)
Paid Per Share
Announced Plans (2)
Under the Plans (2)
January 26, 2014 through
February 22, 2014
-
-
-
243,245
February 23, 2014 through
March 29, 2014
$1.00
-
243,245
March 30, 2014 through
April 26, 2014
-
-
-
243,245
April 27, 2014 through
May 24, 2014
1,894
0.96
-
243,245
May 25, 2014 through
June 28, 2014
0.96
-
243,245
June 29, 2014 through
July 26, 2014
-
-
-
243,245
July 27, 2014 through
August 23, 2014
-
-
-
243,245
August 24, 2014 through
September 27, 2014
2,943
0.80
-
243,245
September 28, 2014 through
October 25, 2014
1,350
0.77
-
243,245
October 26, 2014 through
November 22, 2014
-
-
-
243,245
November 23, 2014 through
December 27, 2014
0.71
-
243,245
December 28, 2014 through
January 31, 2015
18,604
0.65
-
243,245
Total January 26, 2014 through
January 31, 2015
26,225
$0.71
-
243,245
(1)
The number of shares purchased during the year includes 26,225 shares deemed surrendered to the Company to satisfy tax withholding obligations arising from the lapse of restrictions on shares.
(2)
In June of 2000, the Board of Directors authorized the repurchase of up to 2,000,000 shares of the Company’s Common Stock from time to time when warranted by market conditions. There have been 1,756,755 shares purchased under this authorization through January 31, 2015. The shares discussed in footnote (1) are excluded from this column.
Item 6.
Item 6. SELECTED FINANCIAL DATA
Set forth below is selected financial information of the Company for each fiscal year in the 5-year period ended January 31, 2015. The selected financial data should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements of the Company and notes thereto which appear elsewhere in this Form 10-K.
(1)
Fiscal year 2014 contained 53 weeks while all other years presented contained 52 weeks.
(2)
Comparable sales for fiscal year 2014 are presented on a 52 weeks basis.
Item 7.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
Hancock Fabrics, Inc. is a specialty retailer committed to nurturing creativity through a complete selection of fashion and home decorating textiles, sewing accessories, needlecraft supplies and sewing machines. We are one of the largest fabric retailers in the United States, operating 263 stores in 37 states as of January 31, 2015. Our stores present a broad selection of fabrics and notions used in apparel sewing, home decorating and quilting projects. The stores average 13,611 total square feet, of which 11,718 are on the sales floor. During 2014, the average annual sales per store were approximately $1.1 million.
Significant financial items during fiscal 2014 include:
●
Sales for fiscal 2014, a 53 week year, were $283.1 million compared with $276.0 million in fiscal 2013 which was a 52 week year, and comparable store sales presented on a 52 week basis increased by 0.7% in 2014 compared to a decrease of 0.1% in 2013.
●
Our online sales for 2014, which are included in the sales and comparable sales results above, increased 18.7% to $6.1 million. Comparable sales for 2014 on a 52 week basis increased by 15.5%.
●
Operating results and net loss for 2014, 2013 and 2012 as adjusted for one-time and non-comparable items are summarized in the table below.
The Company has presented normalized operating income (loss) and normalized net loss to provide investors with additional information to evaluate our operating performance and our ability to service our debt. The Company uses these measurements, among other metrics to evaluate operating performance and to plan and forecast future periods’ operating performance.
Normalized operating income (loss) and normalized net loss are not measures of operating performance calculated in accordance with GAAP and should not be considered in isolation of, or as a substitute for operating income (loss) or net loss, as an indicator of operating performance. Since the computation of normalized operating income (loss) and normalized net loss may differ from similarly titled measures used by other companies and industries, it should not be used as a measure of performance among companies. The table below shows a reconciliation of normalized operating income (loss) to operating income (loss) and a reconciliation of normalized net loss to net loss, the most directly comparable GAAP financial measures.
During 2014, our Board approved a reverse stock split which would have allowed the Company to deregister its common stock under the Securities Exchange Act of 1934 and realize significant cost savings from reduced reporting requirements. The proposal was later withdrawn when the Board determined the cost of the reverse stock split would outweigh the benefits. The professional fees and additional annual meeting cost incurred in 2014 related to this proposal were $444,000.
Beginning in 2011 and continuing into 2012, the Company had to defend itself related to a disputed consulting agreement. The professional fees incurred in 2012 for this defense were $413,000.
As a result of the debt restructuring the Company undertook during 2012 it incurred additional or non-recurring cost which were charged to interest expense. Those costs include $0.8 million of discount written-off related to the early retirement of a portion of the Company’s Floating Rate Series A secured notes, $175,000 of unamortized loan cost related to the revolver under the Company’s loan and security agreement dated as of August 1, 2008, which was amended and restated on November 15, 2012 and $0.5 million of legal and breakup fees paid to Wells Fargo Capital Finance for an uncompleted financing arrangement.
Excluding the one-time charges outlined above, which total $444,000 in 2014 and approximately $1.9 million in 2012, the net loss for 2014 would have been $2.7 million or $0.13 per basic share and 2012 would have been $6.6 million or $0.33 per basic share.
We use a number of key performance measures to evaluate our financial performance, including the following:
(1) Open store count does not include the internet store.
(2)
A new store is included in the comparable sales computation immediately upon reaching its one-year anniversary. In those rare instances where stores are either expanded or down-sized, the store is not treated as a new store and, therefore, remains in the computation of comparable sales. Stores relocated in the same market are also treated as comparable stores.
(3)
Sales growth for all retail outlets, including e-commerce, on a 52 week basis for all years presented.
(4)
Sales growth for comparable retail outlets includes net sales derived from E-commerce and all years are presented on a 52 week basis.
Results of Operations
The following table sets forth, for the periods indicated selected statement of operations data expressed as a percentage of sales. This table includes the $444,000, $0 and $1.9 million of one-time and non-comparable charges occurring in 2014, 2013 and 2012, respectively, and should be read in conjunction with the following discussion and with our Consolidated Financial Statements, including the related notes.
Sales
The percentage changes shown in the table above are based on 52 week results for comparability. Sales for the 53rd week of fiscal year 2014 which totaled $5.1 million and $163,000 for retail and E-commerce, respectively, were excluded from the computation.
The retail comparable store base percentage presented in the table above was computed based on sales for all retail outlets that have reached their 53rd week of operation. Retail comparable store sales, on a 52 week basis, increased by 0.5% in 2014, decreased by 0.1% in 2013, and improved 2.8% in 2012. This resulted from a 1.8% increase in average ticket and a 1.3% decrease in transactions in fiscal 2014, and a 5.2% increase in average ticket and a 5.3% decrease in transactions in fiscal 2013.
Sales provided by our E-commerce channel on a 52 week basis increased by 15.5% in 2014, decreased by 0.8% in 2013 and increased by 8.0% in 2012. The significant improvement in sales in 2014 was attributable to the launch of a new website and expansion of the product assortment offered to the online customers.
New stores are not considered comparable until they have reached the 53rd week of operation. As of January 31, 2015, sales for seven stores which opened during 2014 are not included in the retail comparable store base above. During 2014, six stores were relocated and six closed, none of which qualified as discontinued operations.
The Company routinely closes and opens stores, as leases expire or as better locations become available. The Company does not consider these strategic moves as discontinued operations. Only when the Company closes a significant number of stores in conjunction with downsizing under a plan agreed upon by the Company’s Board of Directors, will it consider the results for disclosure under discontinued operations requirements.
Our sales by merchandise category is reflected for the last three years in the table below:
We are constantly making adjustments to our merchandise mix based on anticipated consumer demand and current sales trends. As shown by the results, only minor changes have occurred in our product mix over the last three years. Apparel and craft fabrics improved slightly, due to strong demand for products within this category. Non-sewing products have declined slightly as the Company has reduced its focus on adding craft products.
Gross Margin
Costs of goods sold include:
●
the cost of merchandise
●
inventory rebates and allowances including term discounts
●
inventory shrinkage and valuation adjustments (including our inventory obsolescence charge)
●
freight charges
●
costs associated with our sourcing operations, including payroll and related benefits
●
costs associated with receiving, processing, and warehousing merchandise
The classification of these expenses varies across the retail industry.
Specific components of cost of goods sold over the previous three years are as follows:
Merchandise cost decreased by 40 basis points in 2014 as compared to 2013 due to further inventory shrink reductions as well as favorable inventory valuation allowances and vendor discounts which were partially offset by promotional pricing to drive sales volume and customer traffic. Merchandise cost declined by 210 basis points for 2013 as compared to 2012 primarily due to adjustments to our pricing strategy which were implemented in the fourth quarter of 2012 and inventory shrink improvement.
Despite stable or declining fuel prices, freight costs for 2014 increased due to increased shipping volume. Freight cost for 2013 benefited from stable fuel cost and improvements in our shipping process which reduced the number of shipments.
Sourcing and warehousing costs expensed through costs of goods sold is impacted by both the volume of inventory received and shipped during any period, and the rate at which inventory turns. For 2014 and 2013, the sourcing and warehousing cost capitalized into inventory have increased and inventory turns have declined in each of the three years presented.
In total, 2014 gross profit declined by 30 basis points as compared to 2013 which improved by 270 basis points compared to 2012. Our business continues to be highly promotional but management believes the current pricing strategy will allow it to maintain the 2014 gross profit levels for 2015 while offering consumers price events necessary to drive sales volume.
Selling, General and Administrative Expenses
Selling, general and administrative (SG&A) expenses include:
●
payroll and related benefits (for our store operations, field management, and corporate functions)
●
advertising
●
general and administrative expenses
●
occupancy including rent, common area maintenance, taxes and insurance for our retail locations
●
operating costs of our headquarter facilities
●
other expense (income)
Specific components of selling, general and administrative expenses include:
Retail Store Labor Costs - Store labor costs as a percentage of sales were relatively unchanged for 2014, which includes 53 weeks of expense, as compared to 2013 which was allowed to increase slightly to ensure customer service levels were maintained after a significant reduction in 2012 as a result of greater corporate oversight. We will continue to monitor customer service levels, and leverage our technology investment in store infrastructure to improve labor efficiency and enhance store performance.
Advertising - Our advertising medium is primarily direct mail and newspaper inserts, and for the near term we believe this combination is the most effective, although we will continue to explore the effectiveness of other advertising channels. Advertising cost was basically unchanged for 2014 compared to 2013 due to improvements in our marketing program which allowed us to increase the reach of advertising events without impacting costs. Cost for 2013 increased over 2012 due to expanded and added events to drive customer traffic.
Store Occupancy - These costs are driven primarily by the long-term leases we enter into with the owners of our retail locations and to a lesser degree building maintenance costs. The marginal changes in the three years presented were primarily the result of renewals of leases already in place and maintenance expenditures to improve the appearance and operating standard of the retail units. We are optimistic that lease related costs will not substantially increase going forward given the current commercial real estate market and ongoing beneficial modifications to many of our existing leases.
Retail SG&A - Retail selling, general and administrative expenses for 2014 increased primarily due to claims driven insurance cost, telephone technology upgrades, utilities, supplies and travel which were partially offset by commission income from a third party loyalty program being promoted by store associates which began in the Fall of 2013. The decline in 2013 from 2012 is primarily due to a partial year of commission income, discussed above, reduced insurance claims and a reduction in expenditures for store supplies.
Corporate SG&A - These are costs related primarily to staffing and operation of the Company’s headquarters. The additional cost for 2014 over 2013 were for corporate payroll and benefit costs related to the 53 week year as compared to a 52 week year, and professional fees which were partially offset by reductions in incentive compensation and relocation costs. The increase for 2013 over 2012, occurred from additional payroll and relocation costs for corporate personnel, increased contract labor and incentive compensation, partially offset by reduced professional fees. In addition to normal recurring expenses this category includes the following one-time or non-comparable expenses for 2014 and 2012. For 2014, $444,000 of professional fees and additional annual meeting cost related to the reverse stock split and for 2012, $413,000 related to contract arbitration professional fees. Excluding the non-comparable items, 2014 and 2012 corporate SG&A would have been $10.7 million and $10.0 million, respectively.
Interest Expense, Net
Hancock’s current credit facilities consist of both an asset based facility and a subordinated debt facility, our interest costs primarily relate to borrowings on these credit facilities. Higher average outstanding borrowings and the higher interest rates under the amended and restated revolving credit agreement have impacted interest cost over all years presented. Interest expense for 2013 and 2012 includes non-cash bond discount amortization of $379,000 and $3.1 million, respectively. Additionally, 2012 interest expense includes one-time, non-recurring items as a result of the debt restructuring discussed above.
Income Taxes
No income tax expense was recognized in 2014, 2013, or 2012. Total net deferred tax assets and liabilities are fully reserved with a valuation allowance.
Liquidity and Capital Resources
Hancock’s primary capital requirements are for the financing of inventories and, to a lesser extent, for capital expenditures relating to store locations and the Company’s distribution facility. Funds for such purposes have historically been generated from Hancock’s operations, short-term trade credit in the form of extended payment terms from suppliers for inventory purchases, and borrowings from commercial lenders.
We have a history of losses over the three year period ended January 31, 2015, and we generated positive operating cash flow in only the year ended January 31, 2015. During the years ended January 31, 2015, January 25, 2014 and January 26, 2013, the Company had a net loss of $3.2 million, $1.9 million and $8.5 million, respectively and net cash provided by (used in) operating activities for the corresponding periods was $3.2 million, $(5.7) million and $(11.3) million, respectively. As a result, since fiscal 2011, it has been necessary to rely on bank borrowings for our capital needs to fund the Company’s working capital needs, its required cash contribution to the Company’s defined benefit pension plan, for capital expenditures, and losses from operations.
At January 31, 2015, the Company had outstanding long-term indebtedness and capital lease obligations of $84.7 million compared to $52.3 million as of January 28, 2012. As a consequence of our significant amount of indebtedness as of January 31, 2015, a significant portion of our cash flow from operations must be dedicated to interest and principal payments on our indebtedness, thereby reducing the availability of our cash flow to fund capital expenditures or other growth initiatives and other general corporate requirements, see “Item 1A. Risk Factors − Risks Related to Our Business − We have a significant amount of indebtedness, which could have important negative consequences to us.” In addition, at January 31, 2015, the Company had limited cash resources, with cash of $2.9 million, see “Item 1A. Risk Factors − Risks Related to Our Business − Our current cash resources might not be sufficient to meet our expected near-term cash needs.”
On April 22, 2015, the Company refinanced its existing credit facility with a new credit agreement which provides for senior secured financing of $117.5 million, see Note 15 of the Consolidated Financial Statements - Subsequent Events.
Our short-term and long-term liquidity needs arise primarily from our working capital requirements, required cash contributions to the defined benefit pension plan, planned capital expenditures and debt service requirements. We anticipate that capital expenditures for the fiscal year ending January 30, 2016 will be approximately $2.2 to $2.5 million, primarily for store and technology upgrades. We anticipate that we will be able to satisfy our short-term and long-term liquidity needs highlighted above through the next twelve months with available cash, proceeds from cash flows from operations, short-term trade credit, borrowings under our revolving credit facility (the “Revolver”) and other sources of financing. As of January 31, 2015, we have $10.6 million available to borrow under the Revolver. We consolidate our daily cash receipts into a centralized account. In accordance with the terms of our $100.0 million Revolver, on a daily basis, all collected and available funds are applied to the outstanding loan balance. We then determine our daily cash requirements and request those funds from the Revolver availability.
Our ability to improve our liquidity in future periods will depend on us being able to continue to generate positive operating cash flow, primarily through comparable store sales increases, improved gross margin and controlling our expenses, which in turn, may be impacted by prevailing economic conditions and other financial and business factors, some of which are beyond our control, see “Item 1A. Risk Factors” in this report.”
Hancock’s cash flow related information as of and for the past three fiscal years follows (in thousands):
Operating Activities
In 2014, the net loss plus non-cash adjustments to reconcile net loss to cash flow from operations, provided $3.3 million compared to $5.2 million for 2013. Among the changes in assets and liabilities, inventory increased by $1.6 million, accounts payable increased by $2.4 million and a cash contribution of $3.5 million was made to the defined benefit pension plan resulting in a net cash flow provided by operating activities of $3.2 million.
In 2013, the net loss plus non-cash adjustments to reconcile net loss to cash flow from operations, provided $5.2 million compared to $0.9 million for 2012. Among the changes in assets and liabilities, inventory increased $6.6 million, accounts payable increased by $1.7 million and a cash contribution of $5.4 million was made to the defined benefit pension plan resulting in a net cash flow used in operating activities of $5.7 million.
.
We believe future inventory reductions can be obtained as we refine our supply chain management systems, but this additional efficiency did not occur in 2014, 2013 or 2012 and may not occur in the near-term as we continue to modify our product offering to drive sales growth.
Accounts payable as a percentage of inventory was 21.0%, 19.1% and 18.5% at year-end 2014, 2013 and 2012, respectively.
The Company expects to make contributions to its defined benefit pension plan during 2015 of $4.8 million.
Investing Activities
Cash used for investing activities consists primarily of purchases and sales of property and equipment.
During 2014, expenditures for investing activities consisted of store fixtures and leasehold improvements relating to seven new stores, six relocated units, six remodels and development costs related to the re-launch of the Company website. During 2013, expenditures for investing activities consisted of store fixtures for three new stores, nine remodels and six relocations, store leasehold improvements and maintenance capital expenditures at the distribution center. Expenditures for 2012 consisted of store fixtures for one new store and eight relocations, and leasehold improvements. These activities totaled approximately $5.4 million, $4.5 million and $2.7 million for 2014, 2013 and 2012, respectively.
Financing Activities
During the three years presented outstanding borrowings have increased by $3.6 million, $8.9 million and $16.9 million for 2014, 2013 and 2012, respectively. This growth in outstanding debt has been used primarily to fund working capital needs, pay the required cash contribution to the defined benefit pension plan and for capital expenditures in each of those years.
General
We do not currently anticipate declaring or paying cash dividends on shares of our common stock in the foreseeable future. We currently intend to retain all of our future earnings, if any, to finance operations. Any future determination relating to our dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including future earnings, capital requirements, financial conditions, future prospects, contractual restrictions and other factors that our board of directors may deem relevant. Stock repurchases in 2014 were minor, consisting of small amounts of shares surrendered by employees to satisfy tax withholding obligations arising from the lapse of restrictions on shares of common stock.
Over the long term, our ability to improve our liquidity will ultimately depend on maintaining positive cash flow from operating activities through comparable sales increases, improved gross margin, and control of expenses.
Credit Facilities
The following should be read in conjunction with Note 5 to the accompanying Consolidated Financial Statements - Long-Term Debt Obligations and Note 15 of the accompanying Consolidated Financial Statements - Subsequent Events.
On November 15, 2012, the Company entered into an amended and restated loan and security agreement with its direct and indirect subsidiaries, General Electric Capital Corporation, as working capital agent, GA Capital, LLC, as term loan agent, and the lenders party thereto. The amended and restated loan and security agreement amends and restates the Company’s loan and security agreement dated as of August 1, 2008, and provides senior secured financing of $115 million, consisting of (a) an up to $100 million revolving credit facility (the "Revolver"), which includes a letter of credit sub-facility of up to $20.0 million, and (b) an up to $15 million term loan facility (the "Term Loan"). Availability of both the revolving credit facility and the term loan facility is determined by reference to the applicable borrowing base. Principal amounts outstanding under both the Revolver and the Term Loan are due and payable in full at maturity, on November 15, 2016, and bear interest at a rate equal to, at the option of the borrowers, either (a) a LIBOR rate determined by reference to the offered rate for deposits in dollars for the interest period relevant to such borrowing (the “Eurodollar Rate”), or (b) a prime rate, in each case plus an applicable margin and adjusted for certain additional costs and fees. The applicable margins are subject to adjustment (up or down) prospectively for three calendar month periods based on the Company's average excess availability under the Revolver. As of January 31, 2015 the applicable margin for Revolver borrowings was 2.25% with respect to the Eurodollar Rate and 1.25% with respect to the prime rate loans and for Term Loan borrowings 10.0% with respect to the Eurodollar Rate and 9.00% with respect to prime rate loans.
The Revolver and Term Loan is collateralized by a fully perfected first priority security interest in all of the existing and after acquired real and personal tangible and intangible assets of the Company. As of January 31, 2015, the Company had outstanding borrowings under the Revolver of $59.1 million and $15.0 million under the Term Loan, and amounts available to borrow of $10.6 million.
At January 31, 2015, Hancock had commitments under the above credit facility of $1.0 million, under documentary letters of credit, which support purchase orders for merchandise. Hancock also has standby letters of credit to guarantee payment of potential insurance claims, shipments of inventory, security bonds and freight charges totaling $6.6 million.
On April 22, 2015, the Company refinanced its existing credit facility with a new credit agreement which provides for senior secured financing of $117.5 million, see Note 15 of the Consolidated Financial Statements - Subsequent Events.
On November 20, 2012, the Company exchanged approximately $16.4 million aggregate principal amount of the Company’s outstanding $21.6 million of Floating Rate Series A Secured Notes (the “Existing Notes”) originally issued pursuant to an Indenture dated as of June 17, 2008 (the “2008 Indenture”) between the Company and Deutsche Bank National Trust Company (“DBNTC”), as trustee thereunder, for (a) the Company’s Floating Rate Series A Secured Notes Due 2017 in an aggregate principal amount of approximately $8.2 million (the “New Notes”) issued pursuant to an indenture dated as of November 20, 2012 between the Company and DBNTC, as trustee thereunder (the “New Indenture”), and (b) cash consideration in the aggregate amount of approximately $8.2 million. After completion of the exchange, approximately $5.1 million aggregate principal amount of Existing Notes remained outstanding under the 2008 Indenture. On January 31, 2013, the Company used funds from the Revolver to retire the remaining $5.1 million of Existing Notes outstanding and wrote off the related unamortized discount of $379,000.
The New Notes bear interest at a variable rate, adjusted quarterly, equal to a LIBOR rate plus 12% per annum until maturity on November 20, 2017. Under the terms of the New Indenture, the Company is required to pay interest on the New Notes in cash quarterly in arrears on February 20, May 20, August 20, and November 20 of each year. The New Notes and the related guarantees provided by certain subsidiaries of the Company are secured by a lien on substantially all of the Company’s and the subsidiary guarantors’ assets, in each case, subject to certain prior liens and other exceptions, but the New Notes are subordinated in right of payment in certain circumstances to all of the Company’s existing and future senior indebtedness, including the Company’s Amended and Restated Loan and Security Agreement, dated as of November 15, 2012. As of January 31, 2015, the outstanding balance on the New Notes was $8.2 million.
Off-Balance Sheet Arrangements
Hancock has no off-balance sheet financing arrangements. We lease our retail fabric store locations mainly under non-cancelable operating leases. Four of our store leases qualified for capital lease treatment. Future payments under operating leases are excluded from our balance sheet. The four capital lease obligations are reflected on our balance sheet.
Contractual Obligations and Commercial Commitments
The following is a summary of our contractual obligations and commercial commitments as of January 31, 2015 that will require the use of funds:
(1) The calculation of interest on the Revolver, the Term Loan and the New Notes is dependent on the average borrowings during the year and a variable interest rate. The interest rates on the Revolver, the Term Loan and the New Notes were approximately 2.42%, 11.50%, and 12.23% at January 31, 2015. Interest payments are excluded from the table because of their subjectivity and the estimation required.
(2) Our aggregate minimum lease payments represent operating lease commitments, which generally include non-cancelable leases for property used in our operations. Contingent rent, which is typically based on a percentage of sales, is not reflected in the minimum lease payment totals. Minimum payments are reflected net of expected sublease income.
(3) Capital lease obligations include related interest.
Postretirement benefits other than pensions, Supplemental Retirement Benefit Plan (“SERP”) funding obligations, defined benefit pension plan contributions, asset retirement obligations, anticipated capital expenditures, amounts included in other noncurrent liabilities for workers’ compensation and deferred compensation have been excluded from the contractual obligations table because of the unknown variables required to determine specific payment amounts and dates.
We have no standby repurchase obligations or guarantees of other entities' debt.
Critical Accounting Policies and Estimates
The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions in applying our critical accounting policies that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Significant accounting policies we employ, including the use of estimates and assumptions, are presented in Notes to Consolidated Financial Statements. We evaluate those estimates and assumptions on an ongoing basis based on historical experience and on various other factors which we believe are reasonable under the circumstances.
We believe that estimates related to the following areas involve a higher degree of judgment and/or complexity:
Inventories. We value inventory using the lower of weighted average cost or market method. Market price is generally based on the projected selling price of the merchandise. We regularly review inventories to determine if the carrying value of the inventory exceeds market value and we record a reserve to reduce the carrying value to its market price, as necessary. This policy is not expected to have a material impact on future earnings as product is sold. As of January 31, 2015, and January 25, 2014, we had recorded reserves totaling $2.2 million and $2.3 million, respectively.
As with other retailers, it is not practical to perform physical inventory counts for all stores on the last day of a period. Therefore, certain assumptions must be made in order to record cost of sales for the period of time from each store's most recent physical count to the end of the period. For the periods between the date of the last physical count and the end of the applicable reporting period, we include these assumptions as we record cost of goods sold, including certain estimates for shrinkage of inventory due to theft, miscuts of fabric and other matters. These estimates are based on previous experience and could fluctuate from period-to-period and from actual results at the date of the next physical inventory count.
Shrink expense is accrued as a percentage of merchandise sales based on historical shrink trends. The Company performs physical inventories at the stores and distribution center throughout the year. The reserve for shrink represents an estimate for shrink for each of our locations since the last physical inventory date through the reporting date. Estimates by location and in the aggregate are impacted by internal and external factors and may vary significantly from actual results.
We capitalize costs related to the acquisition, distribution, and handling of inventory as well as freight, duties and fees related to import purchases of inventory as a component of inventory each period. In determining the amount of costs to be allocated to inventory each period, we must estimate the amount of costs related to the inventory, based on inventory turnover ratios and the ratio of inventory flowing through the warehouse. Changes in these estimates from period-to-period could significantly change the reported amounts for inventory and cost of goods sold. As of January 31, 2015, we had capitalized costs related to acquisition, distribution, and handling in inventory of $10.6 million compared to $9.9 million as of January 25, 2014, and expensed $13.9 million as cost of sales during 2014 compared to $12.7 million during 2013.
Property and Equipment. Determining appropriate depreciable lives and reasonable assumptions for use in evaluation of the carrying value of property and equipment requires judgment and estimates. Changes to those estimates could cause operating results to vary. The Company utilizes the straight-line depreciation method over a variety of depreciable lives while land is not depreciated. Leasehold costs and improvements are amortized over the lesser of their estimated useful lives or the remaining lease term as discussed in “Operating Leases” below. Buildings and related improvements are amortized over 5-40 years, leasehold improvements over 5-15 years and fixtures and equipment over 3-8 years. Generally, no estimated salvage value at the end of the useful life is considered.
Valuation of Long-Lived Assets. We review the net realizable value of long-lived assets at the individual store level whenever events or changes in circumstances indicate impairment testing is warranted. If the undiscounted cash flows are less than the carrying value, fair values based on the projected future discounted cash flows of the site and estimated liquidation proceeds are compared to the carrying value to determine the amount of the impairment loss to be recognized during that period. We have assessed our long-lived assets for all years presented and determined that none are impaired therefore a non-cash impairment charge has not been recognized. Impairment charges may be necessary in the future due to changes in estimated future cash flows.
Operating Leases. We lease stores under various operating leases. The operating leases may include rent holidays, rent escalation clauses, contingent rent provisions for additional lease payments based on sales volume, and Company options for renewal. We recognize rent holiday periods and scheduled rent increases on a straight-line basis over the estimated lease term beginning with the date of possession. Additionally, renewals and option periods reasonably assured of exercise due to economic penalties are included in the estimated lease term. Liabilities for contingent rent are recorded when we determine that it is probable that the specified levels will be reached during the fiscal year.
Often, we receive allowances from landlords. If the landlord is considered the primary beneficiary of the property, the portion of the allowances attributable to the property owned by the landlord is considered to be a deferred rent liability, whereas the corresponding improvements by the Company are classified as prepaid rent in other noncurrent assets.
Revenue Recognition. Sales are recorded at the time customers provide a satisfactory form of payment and take ownership of the merchandise. We allow customers to return merchandise under most circumstances. The reserve for returns was $127,000 at January 31, 2015 and $134,000 at January 25, 2014, and is included in accrued liabilities in the accompanying Consolidated Balance Sheet. The reserve is estimated based on our prior experience of returns made by customers after period end.
Insurance Reserves. Workers' compensation, general liability and employee medical insurance programs are largely self-insured. It is our policy to record our self-insurance liabilities using estimates of claims incurred but not yet reported or paid based on historical trends, severity factors and/or valuations provided by third-party actuaries. Actual results can vary from estimates for many reasons including, among others, future inflation rates, claim settlement patterns, litigation trends, and legal interpretations.
Asset Retirement Obligations. Obligations created as a result of certain lease requirements that we remove certain assets and restore the properties to their original condition are recorded at the inception of the lease. The obligations are based on estimates of the actions to be taken and the related costs. Adjustments are made when necessary to reflect actual or estimated results, including future lease requirements, inflation or other changes to determine the estimated future costs.
Pension and Postretirement Benefit Obligations. The value of assets and liabilities associated with pension and postretirement benefits is determined on an actuarial basis. These values are affected by the fair value of plan assets, estimates of the expected return on plan assets, and assumed discount rates. We determine the discount rates primarily based on the rates of high quality, fixed income investments. Actual changes in the fair value of plan assets, differences between the actual return and the expected return on plan assets and changes in the discount rate used affect the amount of pension expense recognized.
Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one-percentage point change in the assumed health care trend rates would have the following effects (in thousands):
Our pension and postretirement plans are further described in Note 12 to the accompanying Consolidated Financial Statements.
Goodwill. Goodwill represents the excess of the purchase price over the fair value of the net assets acquired. On at least an annual basis or when events or changes in circumstances indicate impairment may have occurred, a two-step approach is used to test goodwill for impairment. First, a qualitative test is performed to determine if it is more likely than not that impairment has occurred. If the qualitative test yields a 50% or greater probability that impairment has occurred then a two-step quantitative test is performed. For the first step of the quantitative test, the fair value of our reporting units are estimated using the discounted present value of future cash flows approach and then compared with their carrying values. If the carrying value of a reporting unit exceeds its fair value, a second step is performed to measure the amount of the impairment loss, if any. In the second step, the implied fair value of the goodwill is estimated as the fair value of the reporting unit used in the first step less the fair values of all other net tangible and intangible assets of the reporting unit. If the carrying amount of the goodwill exceeds its implied fair value, an impairment loss is recognized in an amount equal to that excess, not to exceed the carrying amount of the goodwill.
Each of the 34 remaining stores acquired in two separate transactions that resulted in the recognition of goodwill represents a reporting unit. We performed a qualitative and quantitative test of goodwill for 2014 and determined that goodwill was not impaired. Impairment charges may be required in the future based on changes in the fair value of reporting units which will be evaluated, when events arise indicating potential impairment, and during the annual goodwill impairment evaluation performed in the fourth quarter of each fiscal year.
Deferred Income Taxes. We record deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. We then evaluate the net deferred tax asset, if any, for realization. Unless we determine that realization is “more likely than not,” a valuation allowance against the net deferred tax asset is established through a provision to income tax expense or in some cases other comprehensive income (loss). Accordingly, we may be limited in our ability to recognize future benefits related to operating losses; however, if we create taxable income in the future, we may be able to reverse the valuation allowances resulting in a decrease in income tax expense or other comprehensive income (loss).
At the present time, we do not anticipate recognizing any portion of our deferred income tax benefit in fiscal year 2015.
Deferred taxes are summarized in Note 7 to the accompanying Consolidated Financial Statements.
Stock-based Compensation. The Company applies Accounting Standard Codification (“ASC”) 718, Compensation-Stock Compensation, (“ASC 718”) and expenses the fair value for any unvested stock options over the remaining service (vesting) period. The amounts of future stock compensation expense may vary based on the types of awards, vesting periods, estimated fair values of the awards using various assumptions regarding future dividends, interest rates and volatility of the trading prices of our stock.
Related Party Transactions
On November 20, 2012, we completed a warrant exchange with certain warrant holders pursuant to which the exchanging holders exchanged warrants to purchase an aggregate of up to 7,385,200 shares of our common stock (the “Old Warrants”) issued pursuant to the master warrant agreement, dated as of June 17, 2008 for new warrants (the “New Warrants”) to purchase an aggregate of up to 9,838,000 shares of our common stock for an exercise price per share of $0.59. The New Warrants are exercisable at any time until November 20, 2019 on a cashless basis pursuant to the terms of the New Warrants.
Carl E. Berg (a former non-executive Chairman of our Board of Directors) is the beneficial owner of more than 5% of our common stock through either controlling or majority interest and/or controlling investment management in Berg & Berg Enterprises, LLC and Lightpointe Communications, Inc. (“Lightpointe”). In the warrant exchange, Lightpointe exchanged Old Warrants for a New Warrant to purchase 4,860,400 shares of our common stock.
As the managing member of Lenado Capital Advisors, LLC (“Lenado Advisors”); SPV UNO, LLC (“SPV Uno”); and SPV Quatro, LLC (“SPV Quatro”); the sole member of the managing member of Lenado Capital, LLC (“Lenado Capital”); and the owner, directly or indirectly, of a majority of the membership interests in each of Lenado Advisors, Lenado Capital, SPV UNO and SPV Quatro, Nikos Heckt may be deemed to be the controlling person of Lenado Advisors, Lenado Capital, SPV UNO and SPV Quatro and, through Lenado Capital, Series A of Lenado Capital Partners, L.P. (“Lenado Partners”) and Lenado DP, Series A of Lenado DP, L.P. (“Lenado DP”). Mr. Hecht, Lenado Advisors, Lenado Capital, Lenado Partners and SPV Quatro are each the beneficial owners of more than 5% of our common stock. In the warrant exchange, Lenado DP exchanged Old Warrants for a New Warrant to purchase 566,400 shares of our common stock; SPV Uno exchanged Old Warrants for a New Warrant to purchase 232,000 shares of our common stock; SPV Quatro exchanged Old Warrants for a New Warrant to purchase 1,984,800 shares of our common stock; and Lenado Partners exchanged Old Warrants for a New Warrant to purchase 2,194,400 shares of our common stock.
On November 20, 2012, we also exchanged approximately $16.4 million aggregate principal amount of the Floating Rate Series A Secured Notes held by the related parties for approximately $8.2 million of our Floating Rate Series A Secured Notes Due 2017 and cash consideration of approximately $8.2 million.
On July 24, 2014, Neil Subin, a director of Hancock Fabrics, Inc., acquired warrants for 600,000 shares issued on November 20, 2012 at an exercise price per share of $0.59 for which he declared indirect ownership. The 600,000 warrant shares acquired by Mr. Subin were sold by Lenado Partners, Series A of Lenado Capital Partners, L.P., a member of a group owning more than 5% of our common stock.
On that same date, Mr. Subin acquired $4.2 million of our Floating Rate Series A Secured Notes Due 2017 from Lenado Capital Partners, L.P., SPV Quatro, LLC and SPV UNO, LLC., members of a group owning more than 5% of our common stock.
On February 17, 2015, Mr. Subin sold the $4.2 million of Floating Rate Series A Secured Notes Due 2017.
We did not enter into any other material transactions with related parties during fiscal years 2014, 2013, or 2012.
Effects of Inflation
Inflation in labor and occupancy costs could significantly affect our operations. Many of our employees are paid hourly rates related to federal and state minimum wage requirements; accordingly, any increases in those requirements will affect us. In addition, payroll taxes, employee benefits, and other employee costs continue to increase. Health insurance costs, in particular, continue to rise at a high rate in the United States each year, and higher employer contributions to our pension plan could be necessary if investment returns are weak. Cost of leases for new store locations remain stable, but renewal costs of older leases continue to increase. We believe the practice of maintaining adequate operating margins through a combination of price adjustments and cost controls, careful evaluation of occupancy needs, and efficient purchasing practices are the most effective tools for coping with increased costs and expenses.
Seasonality
Our business is seasonal. Peak sales periods occur during the fall and early spring weeks, while the lowest sales periods occur during the summer. Working capital requirements needed to finance our operations fluctuate during the year and reach their highest levels during the second and third fiscal quarters as we increase our inventory in preparation for our peak selling season during the fourth quarter.
Recent Accounting Pronouncements
Recent accounting pronouncements are discussed in Note 2 - Summary of Significant Accounting Policies and Basis of Accounting in the Notes to Consolidated Financial Statements.
Item 7A.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We did not hold derivative financial or commodity instruments at January 31, 2015.
Interest Rate Risk
We are exposed to financial market risks, including changes in interest rates. At our option, all loans under the Revolver and the Term Loan bear interest at either (a) a floating interest rate plus the applicable margins or (b) absent a default, a fixed interest rate for periods of one, two or three months equal to the reserve adjusted London Interbank Offered Rate, or LIBOR, plus the applicable margins. As of January 31, 2015, we had borrowings outstanding of approximately $59.1 million under the Revolver and $15.0 million under the Term Loan. If interest rates increased 100 basis points, our annual interest expense would increase approximately $741,000, assuming borrowings under the Revolver and Term Loan as existed at January 31, 2015.
In addition to the Revolver and Term Loan, as of January 31, 2015 the Company has outstanding New Notes for $8.2 million on which interest is payable quarterly in arrears on February 20, May 20, August 20 and November 20 of each year. The quarterly interest is payable at LIBOR plus 12.0% on the New Notes. If interest rates increased 100 basis points, our annual interest expense would increase $82,000, assuming borrowings under the New Notes as existed at January 31, 2015.
Foreign Currency Risk
All of our business is transacted in U.S. dollars and, accordingly, fluctuations in the valuation of the dollar against other currencies will affect product costs. No significant impact was experienced on 2014 results. As of January 31, 2015, we had no financial instruments outstanding that were sensitive to changes in foreign currency rates.
Item 8.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Hancock Fabrics, Inc.
Consolidated Balance Sheets
The accompanying notes are an integral part of these consolidated statements.
Hancock Fabrics, Inc.
Consolidated Statements of Operations and Comprehensive (Loss) Income
The accompanying notes are an integral part of these consolidated statements.
Hancock Fabrics, Inc.
Consolidated Statements of Shareholders' (Deficit) Equity
The accompanying notes are an integral part of these consolidated statements.
Hancock Fabrics, Inc.
Consolidated Statements of Cash Flows
The accompanying notes are an integral part of these consolidated statements.
Notes to Consolidated Financial Statements
Note 1 - Description of Business
Hancock Fabrics, Inc. (“Hancock” or the “Company”) is a specialty retailer committed to nurturing creativity through a complete selection of fashion and home decorating textiles, sewing accessories, needlecraft supplies and sewing machines. As of January 31, 2015, Hancock operated 263 stores in 37 states and an internet store under the domain name hancockfabrics.com. Hancock conducts business in one operating business segment.
Note 2 - Summary of Significant Accounting Policies and Basis of Accounting
Consolidated Financial Statements include the accounts of Hancock and its wholly owned subsidiaries. All inter-company accounts and transactions are eliminated. The Company maintains its financial records on a 52-53 week fiscal year ending on the last Saturday in January. During fiscal 2012 the Company changed the fiscal year end date from the Saturday closest to January 31, to the last Saturday in January. Fiscal years 2014, 2013, and 2012 as used herein, refer to the years ended January 31, 2015, January 25, 2014, and January 26, 2013, respectively. Fiscal years 2013 and 2012, contained 52 weeks, and 2014 contained 53 weeks.
Use of estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amount of revenues and expenses during the reporting period is required by management in the preparation of the Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States of America. Actual results could differ from those estimates and such differences could be material to the financial statements.
Revenue recognition occurs at the time of sale of merchandise to Hancock’s customers, in compliance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605, “Revenue Recognition”. Sales include the sale of merchandise at the Company’s retail stores and internet store, net of discounts, sales taxes collected and estimated customer returns. The Company allows customers to return merchandise under most circumstances. The reserve for returns was $127,000 at January 31, 2015 and $134,000 at January 25, 2014, and is included in accrued liabilities in the accompanying consolidated balance sheets. The reserve is estimated based on the Company’s prior experience of returns made by customers.
Proceeds received from the sale of gift cards are recorded as a liability and recognized as sales when redeemed by the holder. The Company escheats a portion of unredeemed gift cards according to Delaware escheatment requirements that govern remittance of the cost of the merchandise portion of unredeemed gift cards over five years old. After reflecting the amount to be escheated, any remaining liability after 60 months (referred to as breakage) is relieved and recognized as a reduction of selling, general, and administrative expenses as an offset to the costs of administering the gift card program. The liability for gift cards is recorded in accrued liabilities and was $1.8 million at January 31, 2015 and $1.5 million at January 25, 2014.
Cost of goods sold includes merchandise net of vendor allowances and rebates, freight, and sourcing and warehousing costs.
Cash and cash equivalents. Cash on hand and in banks, together with other highly liquid investments which are subject to market fluctuations and having an initial maturity of three months or less, are classified as cash. There were no cash equivalents at January 31, 2015, and January 25, 2014.
Receivables include amounts due from vendors for rebates on merchandise, amounts related to insurance claims, revenue and expense reimbursements from a third party loyalty program and amounts from financial institutions for credit card payments received for the sale of merchandise.
Inventories consist of fabrics, sewing notions, and patterns held for sale and are stated at the lower of cost or market; cost is determined by the weighted average cost method. The costs related to sourcing and warehousing as well as freight, duties, and fees related to purchases of inventories are capitalized into ending inventory with the net change recorded as a component of costs of goods sold. At January 31, 2015 and January 25, 2014, inventories included such capitalized costs for sourcing and warehousing totaling $10.6 million and $9.9 million, respectively. During fiscal 2014, 2013, and 2012 the Company included in cost of goods sold $13.0 million, $11.6 million, and $12.3 million, respectively, related to sourcing and warehousing costs, and $0.9 million, $1.1 million, and $1.6 million, respectively, related to depreciation and amortization expense.
Hancock utilizes perpetual inventory records to value inventory at its various locations. Physical inventory counts are performed in a significant number of stores during each fiscal quarter by a third-party inventory counting service, with substantially all stores open longer than one-year subject to at least one count in each fiscal year. The Company adjusts its perpetual records based on the results of the physical counts.
The Company maintains a provision for estimated shrinkage based on the actual historical physical inventory results. The Company compares its estimates to the actual results of the physical inventory counts as they are taken and periodically adjust the shrink estimates accordingly. The provision for shrink represents an estimated of inventory shrinkage at each location since the last physical inventory date through the reporting date. Estimates by location and in the aggregate are impacted by internal and external factors and may vary significantly from actual results.
Hancock provides for slow-moving or obsolete inventories throughout the year by marking down impacted inventory to its net realizable value. In addition, Hancock records specific reserves when necessary to the extent that markdowns have not yet been reflected. At January 31, 2015 and January 25, 2014, the amount of such reserves totaled $2.2 million and $2.3 million, respectively.
Vendor allowances and rebates are recorded as a reduction of the cost of inventory and cost of goods sold.
Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed by use of the straight-line method over the estimated useful lives of buildings, fixtures and equipment. Leasehold costs and improvements are amortized over the lesser of their estimated useful lives or the remaining lease term as discussed in “Operating leases” below. Average depreciable lives are as follows: buildings and improvements 5-40 years, leasehold improvements 5-15 years and fixtures and equipment 3-8 years.
Assets under capital leases are amortized in accordance with the Company’s normal depreciation policy for owned assets or over the lease term (regardless of renewal options), if shorter, and the charge to earnings is included in depreciation expense in the Consolidated Statements of Operations.
Asset retirement obligations are created as a result of certain lease requirements that Hancock remove certain assets and restore the properties to their original condition. The obligations are recorded at the inception of the lease based on estimates of the actions to be taken and related costs. Adjustments are made when necessary to reflect actual results.
Long-lived asset impairment is assessed when events or changes in circumstances indicate impairment testing is warranted. The assessment is performed at the individual store level by comparing the carrying value of the assets with their estimated future undiscounted cash flows in accordance with ASC 360, “Property, Plant and Equipment”. If the undiscounted cash flows are less than the carrying value, the discounted cash flows or comparable fair values are compared to the carrying value to determine the amount of the impairment loss to be recognized during that period. Fair values are estimated based on the discounted cash flows plus the proceeds from the estimated liquidation values of the assets. During 2014 and 2013, the Company evaluated the carrying amount of certain store related long-lived assets and determined that no impairment was appropriate. During 2012, the Company determined there were no events that indicate the need for impairment testing.
Goodwill. Goodwill represents the excess of the purchase price over the fair value of the net assets acquired. On at least an annual basis or when events or changes in circumstances indicate impairment may have occurred, a two-step approach is used to test for impairment. First, a qualitative test is performed to determine if it is more likely than not that impairment has occurred. If the qualitative test yields a 50% or greater probability that impairment has occurred then a two-step quantitative test is performed in which the fair value of Hancock’s reporting units are estimated using the discounted present value of future cash flows approach and then compared with their carrying values. If the carrying value of a reporting unit exceeds its fair value, a second step is performed to measure the amount of the impairment loss, if any. In the second step, the implied fair value of the goodwill is estimated as the fair value of the reporting unit used in the first step less the fair values of all other net tangible and intangible assets of the reporting unit. If the carrying amount of the goodwill exceeds its implied fair value, an impairment loss is recognized in an amount equal to that excess not to exceed the carrying amount of the goodwill. The fair value of the reporting unit is estimated using the discounted present value of future cash flows. Each of the stores acquired in two separate transactions that resulted in the recognition of goodwill represents a reporting unit. Impairment of goodwill was not necessary for 2014, 2013 or 2012.
Accounts Payable, as of January 31, 2015, and January 25, 2014, includes $1.9 million and $2.7 million, respectively, for checks that are issued and outstanding.
Self-insured reserves are recorded for the Company’s self-insured programs for general liability, employment practices, workers’ compensation, and employee medical claims, although the Company maintains certain stop-loss coverage with third-party insurers to limit its total liability exposure. A reserve for liabilities associated with these losses is established for claims filed and incurred but not yet reported based upon the Company’s estimate of ultimate cost, which is calculated with consideration of analyses of historical data, severity factors, and/or valuations provided by third-party actuaries. The Company monitors new claims and claim development as well as negative trends related to the claims incurred but not reported in order to assess the adequacy of its insurance reserves. While the Company does not expect the amounts ultimately paid to differ significantly from its estimates, the Company’s self-insurance reserves and corresponding expenses could be affected if future claim experience differs significantly from historical trends and actuarial assumptions.
Claims and Litigation. The Company evaluates claims for damages and records its estimate of liabilities when such liabilities are considered probable and an amount or range of possible loss can be reasonably estimated.
Operating leases result in rent expense recorded on a straight-line basis over the expected life of the lease beginning with the point at which the Company obtains control and possession of the lease properties. The expected life of the lease includes the build-out period where no rent payments are typically due under the terms of the lease, rent holidays, and available lease renewals and option periods reasonably assured of exercise due to economic penalties. Also, the leases often contain predetermined fixed escalations of the minimum rentals during the term of the lease, which are also recorded on a straight-line basis over the expected life of the lease. The difference between the lease payment and rent expense in any period is recorded as stepped rent accrual in accrued liabilities and other liabilities in the consolidated balance sheets.
The Company records tenant allowances from landlords as lease incentives, which are amortized as a reduction of rent expense over the expected life of the lease. Furthermore, improvements made by the Company as required by the lease agreements are capitalized by the Company as prepaid rent expense and recorded as prepaid expenses and other noncurrent assets in the consolidated balance sheets and are amortized into rent expense over the expected life of the lease. These improvements are typically the result of negotiations with the landlords which require the Company to make a significant investment to build-out the space for occupancy, which reduces the base rent on the property. Improvements classified as leasehold improvements and amortized into depreciation expense would be those that are routine in nature, necessary to modify the property for our operation and do not result in a reduction in base rent on the property.
Additionally, certain leases provide for contingent rents that are not measurable at inception. These contingent rents are primarily based on sales volume in excess of a predetermined level. These amounts are excluded from minimum rent and are included in the determination of total rent expense when it is probable that the expense has been incurred and the amount is reasonably estimable.
Maintenance and repairs are charged to expense as incurred and major improvements are capitalized.
Advertising, including production costs, is charged to expense in the period in which advertising first takes place. At January 31, 2015, $235,000 of advertising was reported as an asset. Advertising expense was $11.1 million for 2014, $11.1 million for 2013, and $10.0 million for 2012.
Pre-opening costs of new stores are charged to expense as incurred.
Loss per share is presented for basic and diluted loss per share. Basic loss per share excludes dilution and is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding for the period, which represent common shares outstanding, less treasury stock and non-vested restricted shares. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of Hancock. For the fiscal years 2014, 2013, and 2012, basic and diluted loss per share are the same because the Company was in a loss position and the effect of additional securities or contracts to purchase additional common stock would be anti-dilutive. As of January 31, 2015, warrants entitling the purchase of an aggregate 9,838,000 shares at an exercise price per share of $0.59 are outstanding and are exercisable at any time until November 20, 2019 on a cashless basis.
Financial Instruments and Fair Value Measurements. The Company’s financial instruments consist of cash, accounts receivable, accounts payable, accrued expenses, long-term debt, and benefit plan liabilities. The fair value of these financial instruments, excluding benefit plan liabilities, approximate the carrying value based upon the short term maturity of the items or the market rate terms and conditions. The Company does not have any financial instruments that are required to be measured at fair value on a recurring basis except for benefit plan liabilities.
Income taxes are recorded using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. We also recognize future tax benefits associated with tax losses and credit carryforwards as deferred tax assets. Our deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is “more likely than not” that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the Company expects to recover or settle the temporary differences. The effect of a change in tax rates on deferred taxes is recognized in the period that the change is enacted.
Uncertain Tax Positions are accounted for in accordance with FASB ASC 740, “Income Taxes” (“ASC 740”). This interpretation clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a minimum recognition threshold of more-likely-than-not to be sustained upon examination that a tax position must meet before being recognized in the financial statements. The impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained.
Stock-Based Compensation is accounted for in accordance with FASB ASC 718, “Stock Compensation,” which requires the recognition of the fair value of stock compensation as an expense in the calculation of net income (loss). The Company recognizes stock compensation expense in the period in which the employee is required to provide service, which is generally over the vesting period of the individual equity instruments.
Stock-based compensation expense is based on awards ultimately expected to vest, and therefore has been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant based on the Company’s historical forfeiture experience and will be revised in subsequent periods if actual forfeitures differ from the estimates.
Comprehensive (loss) income and the components of accumulated comprehensive (loss) income include net (loss) income and the changes in benefit plan liabilities, net of taxes.
Treasury stock is repurchased periodically by Hancock. These treasury stock transactions are recorded using the cost method.
Concentration of Credit Risk. Financial instruments which potentially subject Hancock to concentrations of risk are primarily cash and receivables. Hancock places its cash in various insured depository institutions which limits the amount of credit exposure to any one institution. Occasionally our cash deposits with financial institutions exceed federal insurance provided on such deposits but to date the Company has not experienced any losses on such deposits.
In the ordinary course of business, Hancock extends credit to certain parties which are unsecured; however, Hancock has not historically had significant losses on the realization of such assets.
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)”, 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 the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period and is to be applied retrospectively, with early application not permitted. While we are still in the process of evaluating the effect of adoption on our financial statements, we do not currently expect a material impact on our results of operations, cash flows or financial position.
Note 3 - Property and Equipment
Property and Equipment consists of the following (in thousands):
The Company recorded $4.1 million, $3.6 million and $3.7 million of depreciation expense for the years 2014, 2013 and 2012, respectively. The Company also expensed $0.9 million, $1.1 million and $1.6 million of depreciation to cost of sales in 2014, 2013 and 2012, respectively.
Assets held under capital leases amounted to $3.6 million at the end of fiscal years 2014 and 2013, respectively. Accumulated depreciation related to these assets at the end of fiscal year 2014 and 2013, totaled $1.5 million and $1.3 million, respectively. Related depreciation expense amounted to $171,000, $168,000, $168,000 for 2014, 2013 and 2012, respectively.
Note 4 - Accrued Liabilities
Accrued liabilities consist of the following (in thousands):
Note 5 - Long-Term Debt Obligations
Long-Term Debt Obligations consist of the following (in thousands):
Revolver and Term Loan Facility - On November 15, 2012, the Company entered into an amended and restated loan and security agreement with its direct and indirect subsidiaries, General Electric Capital Corporation, as working capital agent, GA Capital, LLC, as term loan agent, and the lenders party thereto. The amended and restated loan and security agreement amends and restates the Company’s loan and security agreement dated as of August 1, 2008, and provides senior secured financing of $115 million, consisting of (a) an up to $100 million revolving credit facility (the "Revolver"), which includes a letter of credit sub-facility of up to $20.0 million, and (b) an up to $15 million term loan facility (the "Term Loan"). Availability of both the revolving credit facility and the term loan facility is determined by reference to the applicable borrowing base. Principal amounts outstanding under both the Revolver and the Term Loan are due and payable in full at maturity, on November 15, 2016, and bear interest at a rate equal to, at the option of the borrowers, either (a) a LIBOR rate determined by reference to the offered rate for deposits in dollars for the interest period relevant to such borrowing (the “Eurodollar Rate”), or (b) a prime rate, in each case plus an applicable margin and adjusted for certain additional costs and fees. The applicable margins are subject to adjustment (up or down) prospectively for three calendar month periods based on the Company's average excess availability under the Revolver. As of January 31, 2015 the applicable margin for Revolver borrowings was 2.25% with respect to the Eurodollar Rate and 1.25% with respect to the prime rate loans and for Term Loan borrowings 10.0% with respect to the Eurodollar Rate and 9.00% with respect to prime rate loans.
The Revolver and Term Loan is collateralized by a fully perfected first priority security interest in all of the existing and after acquired real and personal tangible and intangible assets of the Company. As of January 31, 2015, the Company had amounts available to borrow of $10.6 million under the Revolver.
At January 31, 2015, Hancock had commitments under the above credit facility of $1.0 million, under documentary letters of credit, which support purchase orders for merchandise. Hancock also has standby letters of credit to guarantee payment of potential insurance claims, shipments of inventory, security bonds and freight charges totaling $6.6 million.
On April 22, 2015, the Company refinanced its existing credit facility with a new credit agreement which provides for senior secured financing of $117.5 million, see Note 15 of the Consolidated Financial Statements - Subsequent Events.
New Notes and Warrants - On November 20, 2012, the Company exchanged approximately $16.4 million aggregate principal amount of the Company’s outstanding $21.6 million of Floating Rate Series A Secured Notes (the “Existing Notes”) originally issued pursuant to an Indenture dated as of June 17, 2008 (the “2008 Indenture”) between the Company and Deutsche Bank National Trust Company (“DBNTC”), as trustee thereunder, for (a) the Company’s Floating Rate Series A Secured Notes Due 2017 in an aggregate principal amount of approximately $8.2 million (the “New Notes”) issued pursuant to an indenture dated as of November 20, 2012 between the Company and DBNTC, as trustee thereunder (the “New Indenture”), and (b) cash consideration in the aggregate amount of approximately $8.2 million. After completion of the exchange, approximately $5.1 million aggregate principal amount of Existing Notes remained outstanding under the 2008 Indenture. On January 31, 2013, the Company used funds from the Revolver to retire the remaining $5.1 million of Existing Notes outstanding and wrote off the related unamortized discount of $379,000.
The New Notes bear interest at a variable rate, adjusted quarterly, equal to a LIBOR rate plus 12% per annum until maturity on November 20, 2017. Under the terms of the New Indenture, the Company is required to pay interest on the New Notes in cash quarterly in arrears on February 20, May 20, August 20, and November 20 of each year. The New Notes and the related guarantees provided by certain subsidiaries of the Company are secured by a lien on substantially all of the Company’s and the subsidiary guarantors’ assets, in each case, subject to certain prior liens and other exceptions, but the New Notes are subordinated in right of payment in certain circumstances to all of the Company’s existing and future senior indebtedness, including the Company’s Amended and Restated Loan and Security Agreement, dated as of November 15, 2012.
On November 20, 2012, the Company also completed a warrant exchange with the exchanging holders pursuant to which the exchanging holders exchanged warrants to purchase an aggregate of up to 7,385,200 shares of the Company’s common stock issued pursuant to the master warrant agreement, dated as of June 17, 2008 for new warrants (the “New Warrants”) to purchase an aggregate of up to 9,838,000 shares of the Company’s common stock for an exercise price per share of $0.59. The New Warrants are exercisable at any time until November 20, 2019 on a cashless basis pursuant to the terms of the New Warrants.
The number of warrant shares issuable upon exercise and exercise price per share is subject to adjustment in certain circumstances, including antidilution adjustments in the event of certain below or above market issuances. The New Warrants are also subject to repurchase upon certain fundamental change events in accordance with a specified Black-Scholes formula.
Note 6 - Long-Term Leases
Hancock leases its retail fabric store locations mainly under non-cancelable operating leases expiring at various dates through 2025. Four of the Company’s stores qualify for capital lease treatment. Two of the leases expire in 2020; the others expire in 2016 and 2021.
Rent expense consists of the following (in thousands):
The amounts shown in the minimum rental table below reflect only future minimum rent payments required under existing store operating leases and income from non-cancelable sublease rentals. In addition to those obligations, certain of Hancock’s store operating leases require payment of pass-through costs such as common area maintenance, taxes, and insurance.
Future minimum rental payments under all operating and capital leases as of January 31, 2015, are as follows (in thousands):
Note 7 - Income Taxes
Due to the Company operating at a net loss, no income tax expense was recognized in any of the three years presented.
A reconciliation of the statutory federal income tax rate to the effective tax rate is as follows:
Deferred income taxes are provided in recognition of temporary differences in reporting certain revenues and expenses for financial statement and income tax purposes.
The deferred tax assets are comprised of the following (in thousands):
A valuation allowance is provided when it is more likely than not that some portion of the deferred tax assets will not be realized. The Company established a 100% valuation allowance due to the uncertainty of realizing future tax benefits from its net operating loss carryforwards and other deferred tax assets. At January 31, 2015, the Company had a usable net operating loss carryforward of approximately $74.3 million for federal income tax purposes, which will be available to offset future taxable income until they expire between 2027 and 2034, and a usable $186.4 million net operating loss carryforward for state income tax purposes, which will be available to offset future taxable income until they expire between 2015 and 2034. The Company recognizes its pension and other postretirement benefit liabilities as a deferred tax asset but since the realization of such tax benefit is contingent upon the future payment of such amounts, a full valuation allowance is established for these deferred tax assets.
Internal Revenue Code Section 382 places a limitation (the “Section 382 Limitation”) on the amount of taxable income which can be offset by net operating loss carryforwards after a change in control (generally greater than a 50% change in ownership) of a loss corporation. Generally, after a control change, a loss corporation cannot deduct operating loss carryforwards in excess of the Section 382 Limitation. The Company does not currently believe it is subject to any Section 382 limitations.
The Company classifies interest and penalties related to uncertain tax positions as a component of tax expense. At January 31, 2015, the Company had no unrecognized tax differences which should have impacted the effective tax rate in fiscal 2014. No interest and penalties were included in the balance sheet or statement of operations as of or for the year ended January 31, 2015.
As of January 31, 2015, the Company files tax returns with the Federal government and approximately 37 different states. Our U.S. federal returns have not been examined since 2004. We are audited by the taxing authorities of many states and are subject to examination by these taxing jurisdictions for years generally after 2010. The tax authorities may have the right to examine prior periods where federal and state net operating loss carryforwards were generated, and make adjustments up to the amount of the net operating loss carryforward amounts.
Note 8 - Other Liabilities
Other liabilities consisted of the following (in thousands):
Note 9 - Shareholders’ Interest
Authorized Capital. The Company’s authorized capital includes five million shares of $.01 par value preferred stock, none of which have been issued.
Common Stock Purchase Rights. The Company amended the Common Stock Purchase Rights Agreement with Continental Stock Transfer & Trust Company as Rights Agent, as amended and restated, on November 13, 2009 (the “Rights Agreement”). The Rights Agreement governs the terms of each right (a “Right”) that has been issued with each share of common stock of Hancock (the “Common Stock”). Each Right initially represents the right to purchase one share of Common Stock.
The Company adopted the 2009 amendment to the Rights Agreement to preserve the value of the Company’s tax assets, including the Company’s net operating loss carryforwards (“Tax Benefits”) for both the Company and its shareholders. The Company’s ability to fully use its Tax Benefits to offset future income may be limited if it experiences an “ownership change” for purposes of Section 382 of the Internal Revenue Code of 1986.
The Rights Agreement is designed to reduce the likelihood that the Company will experience an ownership change by (i) discouraging any person (together with such person’s affiliates or associates) from acquiring 4.95% or more of the then outstanding Common Stock and (ii) discouraging any person (together with such person’s affiliates or associates) that currently beneficially owns at least 4.95% of the outstanding Common Stock from acquiring more than a specified percentage of additional shares of Common Stock. There is no guarantee, however, that the Rights Agreement will prevent the Company from experiencing an ownership change.
Stock Repurchase Plan. The Company has repurchased approximately 13.5 million shares of its Common Stock. There are 243,245 shares available for repurchase as of January 31, 2015, under the most recent authorization.
Warrants. In August 2008, the Company issued warrants to purchase up to 9.5 million shares in conjunction with the Existing Notes (See Note 5). Each warrant entitled the holder to purchase shares at an exercise price of $1.12 per share and had an expiration date of August 1, 2013. On November 20, 2012, the Company completed a warrant exchange with the exchanging holders pursuant to which the exchanging holders exchanged warrants to purchase an aggregate of up to 7,385,200 shares of the Company’s common stock issued pursuant to the master warrant agreement, dated as of June 17, 2008 for new warrants (the “New Warrants”) to purchase an aggregate of up to 9,838,000 shares of the Company’s common stock for an exercise price per share of $0.59. The New Warrants are exercisable at any time until November 20, 2019 on a cashless basis pursuant to the terms of the New Warrants. On August 31, 2013, the remaining warrants issued in 2008 to purchase up to 2,100,400 shares of common stock expired unexercised.
Note 10 - Loss per Share
Basic loss per share and diluted loss per share are the same for all periods presented because potentially dilutive shares are excluded from the computations of diluted earnings per share if their effect would be anti-dilutive. The table below is presented in thousands, except per share amounts:
Certain options to purchase shares of Hancock’s common stock totaling 814,000, 1,408,000, and 1,680,000, shares were outstanding during the fiscal years 2014, 2013, and 2012, respectively, but were not included in the computation of diluted loss per share because the exercise price was greater than the average price of common shares. Additionally, securities totaling 11,548,000, 12,766,000, and 12,096,000 equivalent shares were excluded in 2014, 2013 and 2012, respectively as such shares were anti-dilutive.
Note 11 - Stock-Based Compensation
The Company’s stock-based compensation consists of compensation for stock options and restricted stock. Total cost for stock-based compensation included in net loss was $536,000 for 2014, $623,000 for 2013 and $718,000 for 2012.
Stock Options. In 2001, Hancock adopted the 2001 Stock Incentive Plan (the “2001 Plan”) which authorized the granting of options or restricted stock to key employees for up to 2,800,000 shares of common stock in total. In 2005, the 2001 Plan was amended to increase the aggregate number of shares authorized for issuance by 350,000 shares. Additionally, the 2001 Plan was amended and restated pursuant to the Company’s Plan of Reorganization, approved on August 1, 2008, to increase the aggregate number of shares authorized for issuance by 3,150,000, to award each non-employee director installed pursuant to the Plan of Reorganization 50,000 shares of restricted stock, to allow non-employee directors to receive restricted stock and stock options, and to allow directors to elect to receive fees as restricted shares instead of cash. Under the 2001 Plan, as amended and restated, the total shares available for issuance is 6,300,000. The options granted under the 2001 Plan, as amended and restated, can have an exercise price of no less than 100% of fair market value on the date the options are granted, vest 25% upon the first anniversary of the grant date and 1/36th per month over the next three years, and expire seven years from the grant date. Restricted stock issued under the 2001 Plan, as amended and restated, can vest no sooner than 50% upon the first anniversary and 25% upon the second and third anniversaries.
On April 16, 2009, the Stock Plan Committee of the Company’s Board of Directors amended the 2001 Plan, as amended and restated, to provide for the issuance of stock options under the terms of the Long Term Incentive Plan. In general, the Long Term Incentive Plan provides for the granting of stock options with vesting over three years conditional on achieving annual performance goals as determined by the Board of Directors. If the goals are not achieved, the shares available for vesting that year are forfeited. As of January 31, 2015, a total of 745,521 shares remain available for grant under the 2001 Plan, as amended and restated.
A summary of stock option activity in the 2001 Plan for the years ended 2014, 2013 and 2012 follows:
The total intrinsic value of shares exercised during the years 2014, 2013 and 2012 was $0, $4,982 and $0, respectively. Cash proceeds from stock options exercised were $18,674 during the year 2013. The tax benefit related to stock option exercises will not be recognized until the net operating loss carryforward has been utilized.
For shares outstanding, vested, and expected to vest the intrinsic value is $19,199 and the weighted average remaining contractual life is 3.95 years at January 31, 2015.
The fair value of each option granted is estimated on the date of grant using the Black-Scholes Option Valuation Model with the following weighted average assumptions:
The following is a summary of the methodology applied to develop each assumption:
Expected Volatility - This is a measure of the amount by which a price has fluctuated or is expected to fluctuate. The Company uses actual historical changes in the market value of our stock to calculate expected price volatility because management believes that this is the best indicator of future volatility. The Company calculates daily market value changes from the date of grant over a past period representative of the expected life of the options to determine volatility. An increase in the expected volatility will increase compensation expense.
Risk-free Interest Rate - This is the yield of a U.S. Treasury zero-coupon bond issue effective at the grant date with a remaining term equal to the expected life of the option. An increase in the risk-free interest rate will increase compensation expense.
Expected Lives - This is the period of time over which the options granted are expected to remain outstanding and is based on historical experience. Options granted have a maximum term of seven years. An increase in the expected life will increase compensation expense.
Dividend Yield - This is based on the anticipated dividend yield over the expected life of the option. An increase in the dividend yield will decrease compensation expense.
Forfeiture Rate - This is the estimated percentage of options granted that are expected to be forfeited or cancelled before becoming fully vested. This estimate is based on historical experience. An increase in the actual forfeiture rate will decrease compensation expense.
A summary of the outstanding and exercisable options as of January 31, 2015, follows:
Restricted Stock. The 2001 Plan, as amended and restated, authorized the granting of up to 6,300,000 shares of restricted stock or stock options. During 2014, 2013 and 2012, restricted shares or restricted stock units totaling 418,000, 274,800 and 1,773,519 respectively, were issued to directors, officers and key employees under the 2001 Plan. Compensation expense related to restricted stock issued is recognized over the period for which restrictions apply.
A summary of restricted stock and restricted stock unit activity in the 2001 Plan for the years ended 2014, 2013 and 2012, follow:
As of January 31, 2015, there was $588,010 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the 2001 Plan. That cost is expected to be recognized over a weighted-average period of 2.7 years. The total fair value of shares vested during the years ended January 31, 2015, January 24, 2014, and January 26, 2013 was $414,000, $469,000 and $477,000, respectively.
Note 12 - Employee Benefit Plans
Defined Benefit Plans
The Company displays the net over-or-underfunded position of a defined benefit plan as an asset or liability with any unrecognized prior service costs, transition obligations, or actuarial gains/losses reported as a component of accumulated other comprehensive income (loss) in shareholders’ equity.
Retirement Plans. Hancock maintained a noncontributory qualified defined benefit retirement plan and an unfunded nonqualified Supplemental Retirement Benefit Plan (“SERP”) that afforded certain benefits that could not be provided by the qualified plan through December 31, 2008; at which time the plans were frozen and do not accrue additional benefits for service. Together, these plans provided eligible full-time employees with pension and disability benefits based primarily on years of service and employee compensation. The service cost amounts shown in the table below reflect administrative expenses to be paid out of the pension trust.
Changes in projected benefit obligation and fair value of plan assets (in thousands)
Funded Status
The funded status and the amounts recognized in Hancock’s consolidated balance sheet for the retirement plans based on an actuarial valuation were as follows (in thousands):
The actuarial loss that will be amortized from accumulated other comprehensive income into net periodic benefit cost during the following fiscal year is $1,987,000 for the Retirement Plan and $13,000 for the SERP and the estimated prior service cost/(credit) for both plans will be zero.
Components of net periodic benefit cost (in thousands)
Other changes in plan assets and benefit obligation recognized in other comprehensive loss (income) (in thousands)
Accumulated benefit obligation
The accumulated benefit obligation for the retirement plan was $105.9 million and $91.5 million at the measurement dates of January 31, 2015, and January 25, 2014, respectively. The accumulated benefit obligation for the SERP was $1.0 million and $1.0 million at the measurement dates of January 31, 2015, and January 25, 2014, respectively.
Assumptions
Weighted-average actuarial assumptions used in the period-end valuations to determine benefit obligations were as follows:
Weighted-average actuarial assumptions used in the valuations to determine net periodic benefit cost were as follows:
The discount rate is the rate used to determine the present value of the Company’s future benefit obligation for its Retirement Plan and SERP. The discount rate selected for each plan was developed using the expected cash flows and the Aon Hewitt AA Above Median Curve at the plan’s measurement date.
The expected long-term rate of return on plan assets reflects Hancock’s expectations of long-term average rates of return on funds invested to provide for benefits included in the projected benefit obligation. In developing the expected long-term rate of return assumption, Hancock evaluated input from the Company’s third party actuarial and investment firms and considered other factors including inflation, interest rates, peer data and historical returns.
Plan Assets
Hancock invests in a diversified portfolio of equity and fixed income securities designed to maximize returns while minimizing risk associated with return volatility. Risk tolerance is established through careful consideration of plan liabilities, plan funded status, and the Company’s financial condition. Investment risk is measured and monitored on an ongoing basis through quarterly investment portfolio reviews, annual liability measurements, and periodic asset/liability studies. In addition, the target asset allocation is periodically reviewed and adjusted, as appropriate.
Fair values of plan assets are determined based on valuation techniques categorized as follows: Level 1 uses inputs from quoted prices in active markets for identical assets or liabilities; Level 2 uses inputs of quoted prices for identical or similar instruments in markets that are not active or are directly or indirectly observable; and Level 3 uses inputs that are unobservable. The fair value of the retirement plan assets assigned to each class of asset category as defined by FASB ASC 715 and target allocations for both years presented is as follows:
Contributions
Hancock made contributions of $3.5 million during 2014 and expects to make contributions of $4.8 million to the retirement plan during 2015. This estimate is based on many assumptions including asset values, actual rates of return on plan assets, assumed discount rates, projected census data, and recently passed legislation regarding funding requirements. Accordingly, actual contribution amounts could vary greatly from the estimated amounts.
Contributions to the SERP are made as benefits are paid.
Estimated Future Benefit Payments (in thousands)
Postretirement Benefit Plan. Hancock maintained an unfunded postretirement medical/dental/life insurance plan for all full-time employees and retirees hired before January 1, 2003. Eligibility for the plan was limited to employees completing 15 years of credited service while being eligible for the Company’s employee medical benefit program. Effective December 31, 2008, Hancock revised its policy respecting postretirement benefits. Retirees that are Medicare eligible no longer receive medical benefits, and all eligible present or future retirees must pay the estimated cost of medical/dental/life insurance coverage provided by the Company.
Changes in Accumulated Postretirement Benefit Obligation (in thousands)
Funded Status
The funded status and the amounts recognized in Hancock’s consolidated balance sheets for other postretirement benefits based on an actuarial valuation were as follows (in thousands):
Components of net periodic benefit cost (in thousands)
The estimated prior service credit and actuarial gain that will be amortized from accumulated other comprehensive income into net periodic benefit cost during 2015 are $680,000 and $124,000, respectively.
Other changes in the benefit obligation recognized in other comprehensive loss (in thousands)
Assumptions
Weighted-average actuarial assumptions used in the period-end valuations to determine benefit obligations were as follows:
Weighted-average actuarial assumptions used in the valuations to determine net periodic benefit cost were as follows:
The discount rate is the rate used to determine the present value of the Company’s future benefit obligation for its postretirement benefit plan. The discount rate selected for each plan was developed using the expected cash flows and the Aon Hewitt AA Above Median Curve at the plan’s measurement date.
Assumed Health Care Cost Trend Rates
Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one-percentage point change in the assumed health care trend rates would have the following effects (in thousands):
Contributions
Hancock currently contributes to the plan as medical and dental benefits are paid. The Company expects to continue to do so in 2015 for all eligible present or future retirees electing to pay the estimated cost of medical/dental/life insurance coverage provided by the Company. Claims paid in fiscal 2014, 2013, and 2012, net of employee contributions, totaled $37,000, $377,000, and $160,000, respectively. Such claims include, in the case of postretirement life benefits, net premiums paid to a life insurance company and, in the case of medical and dental benefits, actual claims paid by the Company on a self-insured basis.
Estimated Future Benefit Payments (in thousands)
Note 13 - Commitments and Contingencies
The Company has no standby repurchase obligations or guarantees of other entities’ debt.
The Company is party to several legal proceedings and claims arising in the ordinary course of business. We expect these matters will be resolved without material adverse effect on our consolidated financial position, results of operations or cash flows. The Company believes that any estimated loss related to such matters has been adequately provided in accrued liabilities to the extent probable and reasonably estimable.
Note 14 - Related Party Transactions
On November 20, 2012, the Company completed a warrant exchange with certain warrant holders pursuant to which the exchanging holders exchanged warrants to purchase an aggregate of up to 7,385,200 shares of our common stock (the “Old Warrants”) issued pursuant to the master warrant agreement, dated as of June 17, 2008 for new warrants (the “New Warrants”) to purchase an aggregate of up to 9,838,000 shares of our common stock for an exercise price per share of $0.59. The New Warrants are exercisable at any time until November 20, 2019 on a cashless basis pursuant to the terms of the New Warrants.
Carl E. Berg (a former non-executive Chairman of our Board of Directors) is the beneficial owner of more than 5% of our common stock through either controlling or majority interest and/or controlling investment management in Berg & Berg Enterprises, LLC and Lightpointe Communications, Inc. (“Lightpointe”). In the warrant exchange, Lightpointe exchanged Old Warrants for a New Warrant to purchase 4,860,400 shares of our common stock.
As the managing member of Lenado Capital Advisors, LLC (“Lenado Advisors”); SPV UNO, LLC (“SPV Uno”); and SPV Quatro, LLC (“SPV Quatro”); the sole member of the managing member of Lenado Capital, LLC (“Lenado Capital”); and the owner, directly or indirectly, of a majority of the membership interests in each of Lenado Advisors, Lenado Capital, SPV UNO and SPV Quatro, Nikos Hecht may be deemed to be the controlling person of Lenado Advisors, Lenado Capital, SPV UNO and SPV Quatro and, through Lenado Capital, Series A of Lenado Capital Partners, L.P. (“Lenado Partners”) and Lenado DP, Series A of Lenado DP, L.P. (“Lenado DP”). Mr. Hecht, Lenado Advisors, Lenado Capital, Lenado Partners and SPV Quatro are each the beneficial owners of more than 5% of our common stock. In the warrant exchange, Lenado DP exchanged Old Warrants for a New Warrant to purchase 566,400 shares of our common stock; SPV Uno exchanged Old Warrants for a New Warrant to purchase 232,000 shares of our common stock; SPV Quatro exchanged Old Warrants for a New Warrant to purchase 1,984,800 shares of our common stock; and Lenado Partners exchanged Old Warrants for a New Warrant to purchase 2,194,400 shares of our common stock.
On November 20, 2012, we also exchanged approximately $16.4 million aggregate principal amount of the Floating Rate Series A Secured Notes held by the related parties for approximately $8.2 million of our Floating Rate Series A Secured Notes Due 2017 and cash consideration of approximately $8.2 million.
On July 24, 2014, Neil Subin, a director of Hancock Fabrics, Inc., acquired warrants for 600,000 shares issued on November 20, 2012 at an exercise price per share of $0.59 for which he declared indirect ownership. The 600,000 warrant shares acquired by Mr. Subin were sold by Lenado Partners, Series A of Lenado Capital Partners, L.P., a member of a group owning more than 5% of our common stock.
On that same date, Mr. Subin acquired $4.2 million of our Floating Rate Series A Secured Notes Due 2017 from Lenado Capital Partners, L.P., SPV Quatro, LLC and SPV UNO, LLC., members of a group owning more than 5% of our common stock.
On February 17, 2015, Mr. Subin sold the $4.2 million of Floating Rate Series A Secured Notes Due 2017.
The Company did not enter into any other material transactions with related parties during fiscal years 2014, 2013, or 2012.
Note 15 - Subsequent Events
On April 22, 2015, the Company entered into a credit agreement with its direct and indirect subsidiaries, Wells Fargo Bank, National Association, as administrative agent, collateral agent and swing line lender, GACP Finance Co., LLC, as term agent, and the lenders party thereto. The credit agreement provides senior secured financing of $117.5 million, consisting of (a) an up to $100 million revolving credit facility, which includes a letter of credit sub-facility of $15 million, and (b) an up to $17.5 million term loan facility. The credit agreement also provides for the ability to increase the revolving credit facility by an amount not to exceed $10 million. Availability of both the revolving credit facility and the term loan facility is determined by reference to the applicable borrowing base. Borrowings under the revolving credit facility bear interest at a rate equal to, at the option of the borrowers, either (a) a LIBOR rate determined by reference to the offered rate for deposits in dollars for the interest period relevant to such borrowing (the “Eurodollar Rate”), or (b) a base rate, in each case plus an applicable margin and adjusted for certain additional costs and fees. The initial applicable margin for borrowings is 2.50% with respect to Eurodollar Rate loans and 1.50% with respect to base rate loans, subject to adjustment based on the amount of availability under the revolving credit facility.
All obligations under the senior secured credit facilities are secured by substantially all of the assets of the Company and each of its wholly owned subsidiaries, subject to permitted liens and certain other exceptions.
Principal amounts outstanding under both the revolving credit facility and the term loan facility are due and payable in full at maturity, which is the earlier of (a) April 22, 2020 and (b) ninety (90) days prior to the stated maturity date of the Company’s subordinated notes due November 20, 2017 if such indebtedness has not been reserved for, repaid or modified in a manner that less than $750,000 remains outstanding. The Company may voluntarily repay outstanding loans or terminate the commitments under the revolving credit facility at any time, and may repay outstanding loans under the term loan facility at any time following the termination of the commitments under the revolving credit facility, in each case subject to certain prepayment fees and customary “breakage” costs with respect to Eurodollar Rate loans.
In connection with the entry into the new credit facility described above, on April 22, 2015, the Company terminated the amended and restated loan and security agreement among the Company, its direct and indirect subsidiaries, General Electric Capital Corporation, as working capital agent, GA Capital, LLC, as term loan agent, and the lenders party thereto. The proceeds from the new credit facility were used to repay amounts outstanding under the amended and restated loan and security agreement and to pay certain fees and expenses associated with the new credit agreement.
Management is not aware of any additional subsequent events which should be reported, through the date of this report.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Hancock Fabrics, Inc.
We have audited the accompanying consolidated balance sheets of Hancock Fabrics, Inc. (a Delaware Corporation) (the “Company”) as of January 31, 2015 and January 25, 2014, and the related statements of operations, comprehensive income(loss), stockholders’ equity(deficit), and cash flows for each of the three years in the period ended January 31, 2015. Our audits also included the financial statement schedule listed in Item 15(a)(2). These consolidated financial statements and financial statement schedule are the responsibilities of the Company’s Management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Hancock Fabrics, Inc. as of January 31, 2015 and January 25, 2014, and the consolidated results of its operations and its cash flows for each of the years ended January 31, 2015, January 25, 2014 and January 26, 2013 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the related financial statement schedule when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects the information set forth therein.
/s/ Burr Pilger Mayer, Inc.
San Francisco, California
May 1, 2015
(1)
Per share amounts are based on average shares outstanding during each quarter and may not add to the total for the year.
(2)
All quarters shown, except the fourth quarter 2014, contain 13 weeks. The fourth quarter 2014 contains 14 weeks.
Item 9.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
Item 9A.
Item 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management, including the President and Chief Executive Officer (principal executive officer) and Executive Vice President and Chief Financial Officer (principal financial officer), as appropriate, to allow timely decisions regarding the required disclosures.
As of the end of the period covered by this report (January 31, 2015), the Company’s management, under the supervision and with the participation of the Company’s President and Chief Executive Officer (principal executive officer) and Executive Vice President and Chief Financial Officer (principal financial officer), performed an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in the Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon this evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of January 31, 2015.
Changes in Internal Controls over Financial Reporting
There have been no changes in our internal control over financial reporting during our most recent fiscal quarter ended January 31, 2015, which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Annual Report on Internal Control Over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Hancock’s management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of January 31, 2015. In making this assessment, management used the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, management concluded that our internal control over financial reporting was effective as of January 31, 2015.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.
Item 9B.
Item 9B. OTHER INFORMATION
None.
PART III
Item 10.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item is incorporated by reference to the Proxy Statement for our 2015 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended January 31, 2015.
Our Corporate Governance Guidelines, Code of Business Conduct and Ethics, Audit Committee Charter, Management Review and Compensation Committee Charter as well as the Corporate Governance and Nominating Committee Charter are available free of charge on the Company’s website at www.hancockfabrics.com. We will also provide copies of these documents free of charge upon request. We intend to provide disclosures regarding amendments to or waivers of a provision of our Code of Business Conduct and Ethics by disclosing such information on our website within four business days following the amendment or waiver as required by applicable law.
Item 11.
Item 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference to the Proxy Statement for our 2015 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended January 31, 2015.
Item 12.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item is incorporated by reference to the Proxy Statement for our 2015 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended January 31, 2015.
Item 13.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item is incorporated by reference to the Proxy Statement for our 2015 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended January 31, 2015.
Item 14.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is incorporated by reference to the Proxy Statement for our 2015 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended January 31, 2015.
PART IV
Item 15.
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) (1) Financial Statements
The Consolidated Financial Statements of the Company are set forth in Item 8 of this Report beginning on page 39.
(a) (2) Financial Statement Schedules
Schedule II - Valuation and qualifying accounts. (see page 75 of this Report)
All other schedules are omitted because they are not applicable, or are not required, or because the required information is included in the Consolidated Financial Statements or notes thereto.
(a) (3) Exhibits
Note to Exhibits: Any representations and warranties of a party set forth in any agreement (including all exhibits and schedules thereto) filed with this Annual Report on Form 10-K have been made solely for the benefit of the other party to the agreement. Some of those representations and warranties were made only as of the date of the agreement or such other date as specified in the agreement, may be subject to a contractual standard of materiality different from what may be viewed as material to shareholders, or may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts. Such agreements are included with this filing only to provide investors with information regarding the terms of the agreements, and not to provide investors with any other factual or disclosure information regarding the registrant or its business.
3.1
a
Amended and Restated Certificate of Incorporation
3.2
i
Amended and Restated By-Laws
4.1
f
♠
Amendment to Amended and Restated Rights Agreement dated November 13, 2009
4.2
b
♠
Amendment No. 2, dated March 20, 2006, to the Amended and Restated Rights Agreement
4.3
b
♠
Amended and Restated Rights Agreement with Continental Stock Transfer & Trust Company as amended through March 20, 2006
4.4
c
Specimen representing the Common Stock, par value $0.01 per share, of Hancock Fabrics, Inc.
4.5
c
Form of Subscription Certificate for Rights
4.6
k
Master Warrant Agreement dated November 15, 2012 by and among Hancock Fabrics, Inc. and Continental Stock Transfer & Trust Company, as warrant agent.
4.7
k
Specimen Warrant Certificate representing the Warrants under the Master Warrant Agreement dated November 15, 2012 (included as an Exhibit to Exhibit 4.6).
4.8
k
Indenture dated November 20, 2012 by and among the Hancock Fabrics, Inc. and Deutsche Bank National Trust Company, as trustee.
4.9
k
Form of Note Exchange Agreement dated as of November 15, 2012.
4.10
k
Form of Warrant Exchange Agreement.
10.1
e
Form of Indemnification Agreements (Directors and Executive Officers)
10.2
d
♠
Supplemental Retirement Plan, as amended
10.3
h
♠
Employment Agreement with Steven R. Morgan, effective as of October 17, 2011
10.31
m
♠
Amendment to Employment Agreement dated July 21, 2014 between Hancock Fabrics, Inc. and Steven R. Morgan
10.4
g
♠
Form of Change in Control Agreement (SVP)
10.5
h
♠
Form of Restricted Stock Agreement
10.6
h ♠ Form of Nonqualified Stock Option Agreement
10.7
l
♠
Form of Restricted Stock Unit Award Agreement (Performance Vesting)
10.8
l
♠
Form of Restricted Stock Unit Award Agreement (Time Vesting)
10.9
l
♠
Form of Nonqualified Stock Option Agreement (Performance Vesting), as amended
10.10
l
♠
Form of Nonqualified Stock Option Agreement (Time Vesting)
10.11
g
♠
Second Amendment to the Hancock Fabrics, Inc. Supplemental Retirement Benefit Plan
10.12
g
♠
Amended and Restated 2001 Stock Incentive Plan, effective as of January 30, 2011
10.13
g
♠
Short Term Incentive Plan, effective as of January 30, 2011
10.14
g
♠
Form of Change in Control Agreement (Executive Vice Presidents)
10.15
l
♠
Offer Letter dated December 2, 2011 between Hancock Fabrics, Inc. and Dennis Lyons as Senior Vice President, Store Operations
10.16
j
Amended and Restated Loan and Security Agreement dated November 15, 2012 by and among Hancock Fabrics, Inc., HF Merchandising, Inc., Hancock Fabrics of MI, Inc., Hancockfabrics.com, Inc., Hancock Fabrics, LLC, HF Enterprises, Inc., HF Resources, Inc., the lenders from time to time party thereto, General Electric Capital Corporation, as working capital agent, and GA Capital, LLC, as term loan agent
10.17
l
♠
Offer Letter dated February 14, 2013 between Hancock Fabrics, Inc. and James B. Brown as Executive Vice President and Chief Financial Officer
l
Subsidiaries of the Registrant.
23.1
*
Consent of Burr Pilger Mayer, Inc. - an Independent Registered Public Accounting Firm
31.1
*
Certification of Chief Executive Officer.
31.2
*
Certification of Chief Financial Officer.
**
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.
101 INS
XBRL Instance Document
101 SCH
XBRL Taxonomy Extension Schema Document
101 CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101 DEF
XBRL Taxonomy Extension Definition Linkbase Document
101 LAB
XBRL Taxonomy Extension Label Linkbase Document
101 PRE
XBRL Taxonomy Extension Presentation Linkbase Document
* Filed herewith.
** Furnished herewith.
Incorporated by reference to (Commission file number for Section 13 reports is 001-9482):
a
Form 8-K filed July 31, 2008
b
Form 8-K filed March 22, 2006
c
Form S-1/A filed June 19, 2008
d
Form 10-K filed April 25, 1995 (File No. 001-09482)
e
Form 10-K filed April 10, 2009
f
Form 8-K filed November 17, 2009
g
Form 10-K filed April 26, 2011
h
Form 10-K filed April 20, 2012
i
Form 8-K filed June 8, 2012
j
Form 8-K filed November 19, 2012
k
Form 8-K filed November 21, 2012
l
Form 10-K filed April 26, 2013
m
Form 8-K filed July 21, 2014
♠
Denotes management contract or compensatory plan or arrangement.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
HANCOCK FABRICS, INC.
By /s/ Steven R. Morgan
Steven R. Morgan
Director and President and
Chief Executive Officer
(Principal Executive Officer)
May 1, 2015
By /s/ James B. Brown
James B. Brown
Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)
May 1, 2015
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Date
/s/ Steven R. Morgan
May 1, 2015
Steven R. Morgan
Director and President and
Chief Executive Officer
(Principal Executive Officer)
/s/ James B. Brown May 1, 2015
James B. Brown
Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Steven D. Scheiwe May 1, 2015
Steven D. Scheiwe
Director
/s/ Sam P. Cortez May 1, 2015
Sam P. Cortez
Director
/s/ Neil S. Subin May 1, 2015
Neil S. Subin
Director
HANCOCK FABRICS, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR FISCAL YEARS 2014, 2013, AND 2012
(In thousands)