Stockholders' Equity |
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May 03, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Stockholders' Equity | Stockholders' Equity Equity Incentive Plan The Company adopted the Second Amended and Restated 2017 Equity Incentive Plan (the “2017 Equity Plan”) which provides for awards in the form of stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance shares, performance based restricted stock units, cash-based awards and other stock-based awards. All awards shall be granted within 10 years from June 2, 2022, the effective date of the 2017 Equity Plan. In fiscal 2025, the 2017 Equity Plan was amended to increase the shares of our common stock authorized and reserved for issuance by 1,100,000 shares, which increased the number of shares of common stock reserved for issuance under the 2017 Equity Plan to 3,979,889 shares of common stock. Performance Based Restricted Stock Units Performance based restricted stock units ("PSU awards") granted under the 2017 Equity Plan are generally subject to both a service-based vesting condition and a performance-based vesting condition. PSU awards generally vest over a to three year period on the anniversaries of the grant date, contingent upon the achievement of specified performance targets established at the beginning of the performance period and continued service through the applicable vesting date. The stock-based compensation expense relating to PSU awards is recognized over the requisite service period when it is probable that the performance condition will be satisfied. In March 2023, Shawn Nelson, our Chief Executive Officer, received a one-time performance and retention long-term incentive grant of 235,000 PSU awards (the “PSU Grant”) pursuant to the 2017 Equity Plan and Mr. Nelson’s Restricted Stock Units Agreement and Grant Notice (the “PSU Agreement”). The PSU Grant vests on the later to occur of (i) the fifth anniversary of the date of grant so long as, (x) on or prior to such date (subject to certain limited extensions), the Company has achieved a specified level of performance with respect to share price and net sales, and (y) Mr. Nelson remains in continuous service with the Company as Chief Executive Officer through such date; or (ii) if the specified level of performance with respect to net sales is not achieved on or prior to the fifth anniversary of the date of grant, but the other conditions in subclause (i) are achieved, the first date that such specified level of performance with respect to net sales is achieved, so long as it is achieved on or prior to the seventh anniversary of the date of grant and so long as Mr. Nelson remains in continuous service with the Company through such date. Except in the event of termination of employment as defined in the 2017 Equity Plan, the PSU Grant will be settled in shares of common stock of the Company on the first anniversary of the applicable vesting date. The PSU Grant was valued using a Monte Carlo simulation model to account for the path dependent market conditions that stipulate when and whether or not the PSU awards shall vest. The expense will be recognized on a straight-line basis over the explicit service period. The following table summarizes the Company's PSU awards activity during the thirteen weeks ended May 3, 2026:
During the thirteen weeks ended May 4, 2025, 330,314 PSU awards were granted with a weighted-average grant date fair value of $19.87. During the thirteen weeks ended May 3, 2026 and May 4, 2025, the total fair value of PSU awards vested was $2.6 million and $0.3 million, respectively. Time-Based Restricted Stock Units Time-based restricted stock units ("RSU awards") granted under the 2017 Equity Plan are generally subject to only a service-based vesting condition. RSU awards vest equally over three years on the anniversary date of the grant date if employed at the time of vesting. The valuation of these RSU awards is based solely on the fair value of the Company’s stock on the date of grant. The following table summarizes the Company's RSU awards activity during the thirteen weeks ended May 3, 2026:
During the thirteen weeks ended May 4, 2025, 319,429 RSU awards were granted with a weighted-average grant date fair value of $19.49. During the thirteen weeks ended May 3, 2026 and May 4, 2025, the total fair value of RSU awards vested was $3.1 million and $2.4 million, respectively. Stock Options In June 2019, the Company granted 495,366 non-statutory stock options to certain officers of the Company with an exercise price of $38.10 per share. The market condition was met on June 5, 2021, which was the date on which the average closing price of the Company’s common stock had been at least $75 for 40 consecutive trading days. The options vested and became exercisable on June 5, 2022 as the officers were still employed on that date. All expenses associated with the stock options were recognized in prior years. There were no stock options issued, exercised, canceled, or forfeited for the thirteen weeks ended May 3, 2026 and May 4, 2025. As of May 3, 2026, 385,285 stock options remain outstanding with a weighted average exercise price of $38.10, a weighted average remaining contractual life of 3.1 years, and no intrinsic value. As of May 4, 2025, 495,366 stock options remain outstanding with a weighted average exercise price of $38.10, a weighted average remaining contractual life of 4.1 years and no intrinsic value. For the thirteen weeks ended May 3, 2026 and May 4, 2025, the Company recognized equity-based compensation expense of $2.1 million and $2.5 million, respectively. The income tax benefit for the vesting of our equity-based compensation awards was immaterial for the thirteen weeks ended May 3, 2026. For the thirteen weeks ended May 4, 2025, the income tax benefit for the vesting of our equity-based compensation awards was $0.4 million. The total unrecognized equity-based compensation cost related to unvested RSU and PSU awards was approximately $19.1 million as of May 3, 2026 and will be recognized in operations over a weighted average period of 2.5 years. Share Repurchase Program On June 11, 2024, our Board of Directors approved a $40.0 million share repurchase program. Repurchases may be made through open market purchases, privately negotiated transactions, and accelerated share repurchases. The timing, volume and nature of share repurchases, if any, will be at our sole discretion and will be dependent on market conditions, liquidity, applicable securities laws, and other factors. We may suspend or discontinue the share repurchase program at any time. The exact number of shares to be repurchased by the Company, if any, is not guaranteed. Depending on market conditions and other factors, these repurchases may be commenced or suspended at any time or periodically without prior notice. On March 26, 2026, our Board of Directors authorized the repurchase of an additional $40.0 million of our outstanding common stock under the share repurchase program. During the thirteen weeks ended May 3, 2026 and May 4, 2025, we repurchased and subsequently retired 141,482 and 306,325 shares of common stock, costing $2.4 million and $6.0 million, respectively, including broker commissions and fees. The Inflation Reduction Act imposed a nondeductible 1% excise tax on the net value of stock repurchases. During the thirteen weeks ended May 3, 2026 and May 4, 2025, the excise tax on net share repurchases was not material. As of May 3, 2026, approximately $51.7 million remained available for future purchases under the share repurchase program.
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