Annual report pursuant to Section 13 and 15(d)

Summary of Significant Accounting Policies (Policies)

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Summary of Significant Accounting Policies (Policies)
12 Months Ended
Jan. 31, 2015
Summary of Significant Accounting Policies  
Description of Business

Description of Business

 

The Michaels Companies, Inc. owns and operates a chain of specialty retail stores in 49 states and Canada featuring arts, crafts, framing, floral, home décor and seasonal merchandise for the hobbyist and do-it-yourself home decorator. Our wholly-owned subsidiary, Aaron Brothers, Inc., operates a chain of framing and art supply stores located in nine states. All expressions of the “Company”, “us”, “we”, “our”, and all similar expressions are references to The Michaels Companies, Inc. and our consolidated, wholly-owned subsidiaries, unless otherwise expressly stated or the context otherwise requires. Our consolidated financial statements include the accounts of The Michaels Companies, Inc. and our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. Disclosures for Michaels Stores, Inc. (“MSI”) have been included to meet the disclosure requirements of Rule 12-04 of Regulation S-X as further discussed in Note 14.

 

In July 2013, we were incorporated in Delaware in connection with MSI’s reorganization into a holding company structure (the “Reorganization”).  The Company, Michaels FinCo Holdings, LLC (“FinCo Holdings”), Michaels FinCo, Inc. (“FinCo Inc.”), Michaels Funding, Inc. (“Holdings”) and Michaels Stores MergerCo, Inc. (“MergerCo”) were formed in connection with the Reorganization and MergerCo was merged with and into MSI with MSI being the surviving corporation. As a result of the Reorganization, FinCo Holdings is wholly owned by the Company, FinCo, Inc. and Holdings are wholly owned by FinCo Holdings, and MSI is wholly owned by Holdings. MSI was incorporated in Delaware in 1983 and is headquartered in Irving, Texas.

Fiscal Year

Fiscal Year

 

We report on the basis of a 52-week or 53-week fiscal year, which ends on the Saturday closest to January 31. All references to fiscal year mean the year in which that fiscal year began. References to “fiscal 2014” relate to the 52 weeks ended on January 31, 2015, references to “fiscal 2013” relate to the 52 weeks ended on February 1, 2014, and references to “fiscal 2012” relate to the 53 weeks ended on February 2, 2013.

Stock Split

Stock Split

 

On June 6, 2014, our stockholders approved a common stock split in the ratio of 1.476 to 1.00. All share and related option information presented in these consolidated financial statements and accompanying footnotes has been retroactively adjusted to reflect the increased number of shares resulting from this action.

Initial Public Offering

Initial Public Offering

 

On July 2, 2014, the Company completed an initial public offering (“IPO”) in which we issued and sold 27.8 million shares of common stock at a public offering price of $17.00 per share.  After deducting for underwriting fees, the net proceeds of $446 million were used to redeem $439 million of our then outstanding PIK Notes (as defined in Note 5) and to pay other expenses of the offering.

Preferred Shares

Preferred Shares

 

During the second quarter of fiscal 2014, the Board of Directors authorized 50 million shares of preferred stock. No preferred shares have been issued as of January 31, 2015.

 

Foreign Currency

Foreign Currency

 

The functional currency of our Canadian operations is the Canadian dollar. Translation adjustments result from translating our Canadian subsidiary’s financial statements into U.S. dollars. Balance sheet accounts are translated at exchange rates in effect at the balance sheet date. Income statement accounts are translated at average exchange rates during the year. Translation adjustments are recorded as a component of accumulated other comprehensive income in our consolidated statements of stockholders’ deficit. The translation adjustments recorded in accumulated other comprehensive loss, net of taxes, was a loss of $12 million, $6 million and less than $1 million in fiscal 2014, fiscal 2013 and fiscal 2012, respectively.  Transaction gains and losses are recorded as a part of other expense and (income), net in our consolidated statements of comprehensive income.

Cash and Equivalents

Cash and Equivalents

 

Cash and equivalents are comprised of cash, money market mutual funds, and short-term interest bearing securities with original maturities of three months or less.  Cash and equivalents also include proceeds due from credit card transactions with settlement terms of less than five days.  Cash equivalents are carried at cost, which approximates fair value. The carrying amount approximates fair value due to the short-term maturity of those instruments.

Merchandise Inventories

Merchandise Inventories

 

Merchandise inventories are valued at the lower of cost or market, with cost determined using a weighted-average method. Cost is calculated based upon the purchase price of an item at the time it is received by us, and also includes the cost of warehousing, handling, purchasing, and importing, as well as inbound and outbound transportation, partially offset by vendor allowances. This net inventory cost is recognized through cost of sales when the inventory is sold. It is impractical for us to assign specific allocated overhead costs and vendor allowances to individual units of inventory. As such, to match net inventory costs against the related revenues, we estimate the net inventory costs to be deferred and recognized each period as the inventory is sold.

 

We utilize perpetual inventory records to value inventory in our stores. 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 each fiscal year. We adjust our perpetual records based on the results of the physical counts. We maintain a provision for estimated shrinkage based on the actual historical results of our physical inventories. We compare our estimates to the actual results of the physical inventory counts as they are taken and adjust the shrink estimates accordingly.

 

Vendor allowances, which primarily represent volume rebates and cooperative advertising funds, are recorded as a reduction to the cost of the merchandise inventories and a subsequent reduction in cost of sales when the inventory is sold. We generally earn vendor allowances as a percentage of certain merchandise purchases with no minimum purchase requirements. We recognized vendor allowances of $92 million, or 1.9% of net sales, in fiscal 2014, $102 million, or 2.2% of net sales, in fiscal 2013, and $110 million, or 2.5% of net sales, in fiscal 2012.

 

We routinely identify merchandise that requires some price reduction to accelerate sales of the product. The need for this reduction is generally attributable to clearance of seasonal merchandise or product that is being displaced from its assigned location in the store to make room for new merchandise. Additional stock keeping units (“SKUs”) that are candidates for repricing are identified using our perpetual inventory data. In each case, the appropriate repricing is determined at our corporate office support center. Price changes are transmitted electronically to the store and instructions are provided to our stores regarding product placement, signage and display to ensure the product is effectively cleared.

 

We also evaluate our merchandise to ensure that the expected net realizable value of the merchandise held at the end of a fiscal period exceeds cost. In the event that the expected net realizable value is less than cost, we reduce the value of that inventory accordingly.

Property and Equipment

Property and Equipment

 

Property and equipment is recorded at cost. Depreciation is recorded on a straight-line basis over the estimated useful lives of the assets. Amortization of property under capital leases is on a straight-line basis over the lease term and is included in depreciation expense. We expense repairs and maintenance costs as incurred. We capitalize and depreciate significant renewals or betterments that substantially extend the life of the asset. Useful lives are generally estimated as follows:

 

 

 

 

 

 

 

 

 

Years

Buildings

 

 

 

30 

 

Leasehold improvements

 

 

 

10 

*

Fixtures and equipment

 

 

 

 

Computer equipment

 

 

 

 

Capitalized software

 

-

 


* We amortize leasehold improvements over the lesser of the useful life of the asset or the remaining lease term of the underlying facility.

Capitalized Software Costs

Capitalized Software Costs

 

We capitalize certain costs related to the acquisition and development of internal use software that is expected to benefit future periods. These costs are being amortized on a straight-line basis over the estimated useful life, which is generally five years. As of January 31, 2015 and February 1, 2014, we had unamortized capitalized software costs of approximately $87 million and $91 million, respectively. These amounts are included in property and equipment, net in the consolidated balance sheets. Amortization expense related to capitalized software costs totaled approximately $40 million, $46 million and $36 million in fiscal 2014, fiscal 2013 and fiscal 2012, respectively.

Goodwill

Goodwill

 

Under the provisions of Accounting Standards Codification (“ASC”) 350, Intangibles—Goodwill and Other, we review goodwill for impairment each year in the fourth quarter, or more frequently if events occur which indicate a potential reduction in the fair value of our reporting unit’s net assets below its carrying value. We have elected to first perform a qualitative assessment to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of our reporting unit is less than its carrying value. Factors used in our qualitative assessment include, but are not limited to, macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, Company and reporting unit specific events, and the difference between the fair value and carrying value in recent valuations.

 

If, after assessing the totality of events or circumstances such as those described above, we determine that it is more likely than not that the fair value of our reporting unit is greater than its carrying amount, no further action is required. If we determine that it is more likely than not that the fair value of our reporting unit is less than its carrying amount, we will compare the reporting unit’s carrying value to its estimated fair value, determined through estimated discounted future cash flows and market-based methodologies. If the carrying value exceeds the estimated fair value, we determine the fair value of all assets and liabilities of the reporting unit, including the implied fair value of goodwill. If the carrying value of goodwill exceeds the implied fair value, we recognize an impairment charge equal to the difference. There are assumptions and estimates underlying the determination of fair value and any resulting impairment loss. Significant changes in these assumptions, or another estimate using different, but still reasonable, assumptions could produce different results. During fiscal 2012, we recognized an impairment charge of $1 million related to our online scrapbooking business (“ScrapHD”) goodwill. See Note 2 for further information. During fiscal 2014 and fiscal 2013, there was no impairment charge required related to our goodwill.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

 

We evaluate long-lived assets, other than goodwill and assets with indefinite lives, for indicators of impairment whenever events or changes in circumstances indicate their carrying amounts may not be recoverable. Our evaluation compares the carrying value of the assets with their estimated future undiscounted cash flows. If it is determined that an impairment loss has occurred, the loss would be recognized during that period based on the estimated fair value of the assets. Our impairment analysis contains management assumptions about key variables including sales, growth rate, gross margin, payroll and other controllable expenses. If actual results differ from these estimates, we may be exposed to additional impairment losses that may be material. As a result of our impairment review, we recognized an impairment charge of less than $1 million in fiscal 2014, $2 million in fiscal 2013, and $7 million in fiscal 2012.

Reserve for Closed Facilities

Reserve for Closed Facilities

 

We maintain a reserve for future rental obligations, carrying costs and other closing costs related to closed facilities, primarily closed and relocated stores. In accordance with ASC 420, Exit or Disposal Cost Obligations, we recognize exit costs for any store closures at the time the store is closed. Such costs are recorded within the cost of sales and occupancy expense line item in our consolidated statements of comprehensive income.

 

The cost of closing a store or facility is recorded at the estimated fair value of expected cash flows which we calculate as the lesser of the present value of future rental obligations remaining under the lease (less estimated sublease rental income) or the lease termination fee (if an executed termination agreement exists). The determination of the reserves is dependent on our ability to make reasonable estimates of costs to be incurred post-closure and of rental income to be received from subleases.

 

The following is a detail of account activity related to closed facilities (in millions):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year

 

 

    

2014

    

2013

    

2012

 

Balance at beginning of fiscal year

 

$

 

$

 

$

 

Additions charged to costs and expenses

 

 

 

 

 

 

 

Payment of rental obligations and other

 

 

(3)

 

 

(8)

 

 

(6)

 

Balance at end of fiscal year

 

$

 

$

 

$

 

 

Self-Insurance

Self-Insurance

 

We have insurance coverage for losses in excess of self-insurance limits for medical claims, general liability and workers’ compensation claims. Reserves for healthcare, general liability and workers’ compensation are determined through the use of actuarial studies. Due to the significant judgments and estimates utilized for determining these reserves, they are subject to a high degree of variability. In the event our insurance carriers are unable to pay claims submitted to them, we would record a liability for such estimated payments we expect to incur.

 

Revenue Recognition

Revenue Recognition

 

Revenue from sales of our merchandise is recognized when the customer takes possession of the merchandise. Revenue is presented net of point-of-sale coupons, discounts and sales taxes collected. Sales related to custom framing are recognized when the order is picked up by the customer. We allow for merchandise to be returned under most circumstances up to 120 days after purchase and provide a reserve for estimated returns. We use historical customer return behavior to estimate our reserve requirements.

 

We record a gift card liability on the date we issue the gift card to the customer. We record revenue and reduce the gift card liability as the customer redeems the gift card. Any remaining liabilities are evaluated to determine whether the likelihood of the gift card being redeemed is remote (gift card breakage). Our estimates of gift card breakage are based on customers’ historical redemption rates and patterns, which may not be indicative of future redemption rates and patterns. Our estimates of the gift card breakage rate are applied to the estimated amount of gift cards that are expected to go unused.

Costs of Sales and Occupancy Expenses

Costs of Sales and Occupancy Expense

 

Costs of sales are included in merchandise inventories and expensed as the merchandise is sold.  Included in our costs of sales are the following:

 

·

purchase price of merchandise, net of vendor allowances and rebates;

 

·

inbound freight, inspection costs, duties and import agent commissions;

 

·

warehousing, handling, transportation (including internal transfer costs such as distribution center-to-store freight costs), purchasing and receiving costs; and

 

·

share-based compensation costs for those employees involved in preparing inventory for sale.

 

Included in our occupancy expenses are the following costs which are recognized as period costs as described below:

 

·

store expenses such as rent, insurance, taxes, common area maintenance, utilities, repairs and maintenance;

 

·

amortization of store buildings and leasehold improvements;

 

·

store closure costs; and

 

·

store remodel costs.

 

Rent is recognized on a straight-line basis, including consideration of rent holiday, tenant improvement allowances received from the landlords and applicable rent escalations over the term of the lease.  The commencement date of the rent expense is the earlier of the date when we become legally obligated for the rent payments or the date when we take possession of the building for construction purposes.

Selling, General and Administrative Expense

Selling, General and Administrative

 

Included in selling, general and administrative are store personnel costs, store operating expenses, advertising, store depreciation and corporate overhead costs.  Advertising costs are expensed in the period in which the advertising first occurs. Advertising costs totaled $185 million, $181 million and $179 million in fiscal 2014, fiscal 2013 and fiscal 2012, respectively.

Store Pre-Opening Costs

Store Pre-Opening Costs

 

We expense all start-up activity costs as incurred. Store pre-opening costs consist primarily of payroll-related costs incurred prior to the store opening.

Income Taxes

Income Taxes

 

We record income tax expense using the liability method for taxes and are subject to income tax in many jurisdictions, including the U.S., various states and localities, and Canada. A current tax liability or asset is recognized for the estimated taxes payable or refundable on the tax returns for the current year and a deferred tax liability or asset is recognized for the estimated future tax effects attributable to temporary differences and carryforwards. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates is recognized as income or expense in the period that includes the enactment date. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets unless it is more likely than not that such assets will be realized.

Share-Based Compensation

Share-Based Compensation

 

ASC 718, Stock Compensation (“ASC 718”), requires all share-based compensation to employees, including grants of employee stock options and restricted shares, to be recognized using the fair value method of accounting.  During fiscal 2014 and the last quarter of fiscal 2013, the Company measured share-based compensation using the grant date fair value accounting guidance of ASC 718.  During fiscal 2012 and the first three quarters of fiscal 2013, the Company determined its employee stock options should be recorded under the liability accounting guidance of ASC 718.  As such, we measured share-based compensation based on either the grant date fair value of the equity awards or the fair value of our option awards at the end of the period.  Share-based awards are recognized ratably over the requisite service period.

Estimates

Estimates

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Reclassification

Reclassification

 

Certain prior year amounts have been reclassified in the accompanying consolidated financial statements to conform to our fiscal 2014 presentation.