|
|
|
California
|
|
94-2450490
|
(State or Jurisdiction of
Incorporation or Organization)
|
|
(IRS Employer
Identification Number)
|
|
Large accelerated filer
|
|
o
|
|
Accelerated filer
|
|
o
|
Non-accelerated filer
|
|
¨
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
x
|
|
|
|
|
Emerging growth company
|
|
o
|
|
|
Name
|
Age
|
|
|
Position
|
Manny Mashouf (1)
|
79
|
|
|
Chief Executive Officer, Chairman of the Board
|
Brett Brewer(2)(4)*
|
45
|
|
|
Director
|
Corrado Federico(3)(4)
|
76
|
|
|
Director
|
Seth Johnson(2)(3)*(4)(
†)
|
63
|
|
|
Director
|
Robert Galvin(2)*(3)(
†)
|
58
|
|
|
Director
|
Walter Parks (1)
|
58
|
|
|
President, Chief Operating Officer, Interim Chief Financial Officer
|
(1)
|
Executive Officer.
|
(2)
|
Member, Audit Committee.
|
(3)
|
Member, Compensation and Management Development Committee.
|
(4)
|
Member, Nominating and Corporate Governance Committee.
|
(*)
|
Chairman of the Committee.
|
(†)
|
Financial Expert
|
•
|
Selling, general and administrative expenses from continuing operations for the
2017
fiscal year were
$41.8 million
, a decrease of
10.2%
from
$46.5 million
for fiscal
2016
.
|
•
|
Loss from continuing operations for the fiscal year ended
July 1, 2017
was
$38.3 million
, or
$4.76
per share on a diluted basis, compared to loss from continuing operations of
$17.9 million
or
$2.24
per share on a diluted basis, in the prior year.
|
•
|
In fiscal
2017
, cash and equivalents decreased by
$38.5 million
compared to an increase of $8.6 million for fiscal
2016
.
|
|
July 1,
2017 |
|
July 2,
2016
|
|
||||
Summary of Operating Data:
|
(in thousands, except percentages)
|
|
||||||
Cash received from equity investment
|
$
|
3,675
|
|
|
$
|
—
|
|
|
Equity earnings
|
3,830
|
|
|
193
|
|
|
||
Percentage
|
96.0
|
%
|
|
—
|
%
|
|
|
Amount of commitment expiration period
|
||||||||||||||||||||
|
Total
|
|
Less than
1 year
|
|
1 - 3 years
|
|
4 - 5 years
|
|
After
5 years
|
||||||||||||
Operating leases
|
$
|
1,181
|
|
|
$
|
417
|
|
|
$
|
764
|
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
Total contractual obligations and commitments(1)
|
$
|
1,181
|
|
|
$
|
417
|
|
|
$
|
764
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
The table above does not include liabilities related to unrecognized tax benefits. As we are unable to reasonably predict the timing of settlement of such liabilities, the table does not include $0.1 million of income tax, interest and penalties relating to unrecognized tax benefits that are recorded as noncurrent liabilities within our consolidated balance sheet as of
July 1, 2017
.
|
|
Fair Value
|
||
|
(Dollars in thousands)
|
||
Cash equivalents
|
$
|
236
|
|
Weighted average interest rate
|
—
|
%
|
(a)
|
Incorporated by reference from exhibits of the same number in Registrant’s Registration Statement on Form S-1 (Reg. No. 333-50333), effective June 16, 1998.
|
(b)
|
Incorporated by reference from exhibit 10.6 in Registrant’s Quarterly Report on Form 10-Q filed on February 16, 1999.
|
(c)
|
Incorporated by reference from exhibits of the same number in Registrant’s Annual Report on Form 10-K filed on September 28, 1999.
|
(d)
|
Incorporated by reference from exhibit 10.8 in Registrant’s Annual Report on Form 10-K filed on September 28, 2000.
|
(e)
|
Incorporated by reference from exhibit 10.12 in Registrant’s Annual Report on Form 10-K filed on September 29, 2003.
|
(f)
|
Incorporated by reference from exhibit 10.17 in Registrant’s Current Report on Form 8-K filed on October 1, 2015
|
(g)
|
Incorporated by reference from exhibit 10.19 in Registrant’s Annual Report on Form 10-K filed on September 14, 2005.
|
(h)
|
Incorporated by reference from exhibit 99.3 to Registrant’s Current Report on Form 8-K filed on November 23, 2005.
|
(i)
|
Incorporated by reference from exhibit 99.4 to Registrant’s Current Report on Form 8-K filed on November 23, 2005.
|
(j)
|
Incorporated by reference from exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on December 15, 2014.
|
(k)
|
Incorporated by reference from exhibit 10.1 to Registrant's Current Report on Form 8-K filed on June 8, 2016.
|
(l)
|
Incorporated by reference from exhibit 10.2 to Registrant's Current Report on Form 8-K filed on June 8, 2016.
|
(m)
|
Incorporated by reference from exhibit 10.3 to Registrant's Current Report on Form 8-K filed on June 8, 2016.
|
bebe stores, inc.
|
|
|
By:
|
/
S
/ MANNY MASHOUF
|
|
|
Chief Executive Officer, Chairman of the Board
(Principal Executive Officer)
|
|
Name
|
Title
|
Date
|
|
|
|
/
S
/ MANNY MASHOUF
|
Chief Executive Officer, Chairman of the Board
|
September 29, 2017
|
Manny Mashouf
|
(Principal Executive Officer)
|
|
|
|
|
/
S
/ WALTER PARKS
|
President, Chief Operating Officer, Interim Chief Financial Officer
|
September 29, 2017
|
Walter Parks
|
(Principal Financial Officer)
|
|
|
|
|
/
S
/ DARREN HORVATH
|
Controller
|
September 29, 2017
|
Darren Horvath
|
(Principal Accounting Officer)
|
|
|
|
|
/
S
/ BRETT BREWER
|
Director
|
September 29, 2017
|
Brett Brewer
|
|
|
|
|
|
/
S
/ CORRADO FEDERICO
|
Director
|
September 29, 2017
|
Corrado Federico
|
|
|
|
|
|
/
S
/ SETH JOHNSON
|
Director
|
September 29, 2017
|
Seth Johnson
|
|
|
|
|
|
/
S
/ ROBERT GALVIN
|
Director
|
September 29, 2017
|
Robert Galvin
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated statements of operations and comprehensive loss for the fiscal years ended July 1, 2017 and July 2, 2016
|
|
|
|
Consolidated statements of shareholders’ equity for the fiscal years ended July
1, 2017 and July 2, 2016
|
|
|
|
Consolidated statements of cash flows for the fiscal years ended July
1, 2017 and July 2, 2016
|
|
|
|
/s/ Manny Mashouf
|
|
Manny Mashouf
Chief Executive Officer, Chairman of the Board (Principal Executive Officer) |
|
/s/ Walter Parks
|
|
Walter Parks
President, Chief Operating Officer, Interim Chief Financial Officer
(Principal Financial Officer)
|
|
|
As of
|
||||||
|
July 1, 2017
|
|
July 2, 2016
|
||||
Assets:
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and equivalents
|
$
|
17,032
|
|
|
$
|
55,525
|
|
Receivables (net of allowance of $0 and $669)
|
5,222
|
|
|
4,645
|
|
||
Assets of discontinued operations held for sale
|
25,796
|
|
|
26,259
|
|
||
Assets of discontinued operations not held for sale
|
818
|
|
|
40,987
|
|
||
Prepaid and other
|
1,599
|
|
|
2,104
|
|
||
Total current assets
|
50,467
|
|
|
129,520
|
|
||
Equity investment
|
1,257
|
|
|
1,102
|
|
||
Noncurrent assets of discontinued operations
|
—
|
|
|
46,364
|
|
||
Other assets
|
797
|
|
|
2,459
|
|
||
Total assets
|
$
|
52,521
|
|
|
$
|
179,445
|
|
Liabilities and Shareholders’ (Deficit) Equity:
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
15,265
|
|
|
$
|
11,264
|
|
Accrued liabilities
|
12,013
|
|
|
18,393
|
|
||
Bridge loan, net of issue discount
|
33,158
|
|
|
—
|
|
||
Liabilities of discontinued operations
|
1,955
|
|
|
3,117
|
|
||
Total current liabilities
|
62,391
|
|
|
32,774
|
|
||
Non-current payable
|
1,142
|
|
|
—
|
|
||
Liability for uncertain tax positions
|
88
|
|
|
85
|
|
||
Noncurrent liabilities of discontinued operations
|
—
|
|
|
17,983
|
|
||
Total liabilities
|
63,621
|
|
|
50,842
|
|
||
Commitments and contingencies (Notes 6, 7 and 14)
|
|
|
|
||||
Shareholders’ (deficit) equity:
|
|
|
|
||||
Preferred stock-authorized 1,000,000 shares at $0.001 par value per share; no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock-authorized 14,000,000 shares at $0.001 par value per share; issued and outstanding 8,096,090 and 8,005,115 shares
|
8
|
|
|
8
|
|
||
Additional paid-in capital
|
146,999
|
|
|
147,585
|
|
||
Accumulated other comprehensive income
|
573
|
|
|
727
|
|
||
Accumulated deficit
|
(158,680
|
)
|
|
(19,717
|
)
|
||
Total shareholders’ (deficit) equity
|
(11,100
|
)
|
|
128,603
|
|
||
Total liabilities and shareholders’ (deficit) equity
|
$
|
52,521
|
|
|
$
|
179,445
|
|
|
Fiscal Year Ended
|
|||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
Cost of sales, including production and occupancy
|
—
|
|
|
—
|
|
|
||
Gross margin
|
—
|
|
|
—
|
|
|
||
Selling, general and administrative expenses
|
41,784
|
|
|
46,539
|
|
|
||
Gain on sale of intellectual property, net
|
—
|
|
|
(31,694
|
)
|
|
||
Operating loss
|
(41,784
|
)
|
|
(14,845
|
)
|
|
||
Other income (loss), net
|
(378
|
)
|
|
(3,281
|
)
|
|
||
Loss from continuing operations, before income taxes and earnings in equity interest
|
(42,162
|
)
|
|
(18,126
|
)
|
|
||
Income tax provision
|
—
|
|
|
—
|
|
|
||
Earnings in equity method investment
|
3,831
|
|
|
193
|
|
|
||
Loss from continuing operations, net of tax
|
(38,331
|
)
|
|
(17,933
|
)
|
|
||
Loss from discontinued operations, net of tax
|
(100,632
|
)
|
|
(9,548
|
)
|
|
||
Net loss
|
$
|
(138,963
|
)
|
|
$
|
(27,481
|
)
|
|
Basic per share amounts:
|
|
|
|
|
||||
Loss from continuing operations, net of tax
|
$
|
(4.76
|
)
|
|
$
|
(2.24
|
)
|
|
Loss from discontinued operations, net of tax
|
(12.49
|
)
|
|
(1.19
|
)
|
|
||
Net loss
|
$
|
(17.25
|
)
|
|
$
|
(3.43
|
)
|
|
Diluted per share amounts:
|
|
|
|
|
||||
Loss from continuing operations, net of tax
|
$
|
(4.76
|
)
|
|
$
|
(2.24
|
)
|
|
Loss from discontinued operations, net of tax
|
(12.49
|
)
|
|
(1.19
|
)
|
|
||
Net loss
|
$
|
(17.25
|
)
|
|
$
|
(3.43
|
)
|
|
|
|
|
|
|
||||
Basic weighted average shares outstanding
|
8,056
|
|
|
7,993
|
|
|
||
Diluted weighted average shares outstanding
|
8,056
|
|
|
7,993
|
|
|
||
Other comprehensive loss
|
|
|
|
|
||||
Unrealized gain (loss) on available for sale securities, net of tax (1)
|
$
|
—
|
|
|
$
|
3,759
|
|
|
Foreign currency translation adjustments
|
(154
|
)
|
|
(1,256
|
)
|
|
||
Other comprehensive income (loss)
|
(154
|
)
|
|
2,503
|
|
|
||
Comprehensive loss
|
$
|
(139,117
|
)
|
|
$
|
(24,978
|
)
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Retained
Earnings (Accumulated Deficit)
|
|
Total
|
|||||||||||||
|
Number of
Shares
|
|
Amount
|
|
||||||||||||||||||
Balances as of July 4, 2015
|
7,966
|
|
|
$
|
8
|
|
|
$
|
145,571
|
|
|
$
|
(1,776
|
)
|
|
$
|
7,764
|
|
|
$
|
151,567
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27,481
|
)
|
|
(27,481
|
)
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
2,503
|
|
|
—
|
|
|
2,503
|
|
|||||
Stock based compensation
|
—
|
|
|
—
|
|
|
1,998
|
|
|
—
|
|
|
—
|
|
|
1,998
|
|
|||||
Common stock issued under stock plans including tax benefit
|
39
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|||||
Balances as of July 2, 2016
|
8,005
|
|
|
8
|
|
|
147,585
|
|
|
727
|
|
|
(19,717
|
)
|
|
128,603
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(138,963
|
)
|
|
(138,963
|
)
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(154
|
)
|
|
—
|
|
|
(154
|
)
|
|||||
Stock based compensation
|
—
|
|
|
—
|
|
|
(597
|
)
|
|
—
|
|
|
—
|
|
|
(597
|
)
|
|||||
Common stock issued under stock plans including tax benefit
|
91
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|||||
Balances as of July 1, 2017
|
8,096
|
|
|
$
|
8
|
|
|
$
|
146,999
|
|
|
$
|
573
|
|
|
$
|
(158,680
|
)
|
|
$
|
(11,100
|
)
|
|
Fiscal Year Ended
|
|||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net loss
|
$
|
(138,963
|
)
|
|
$
|
(27,481
|
)
|
|
Adjustments to reconcile net loss to cash used in operating activities:
|
|
|
|
|
||||
Non-cash compensation expense
|
(597
|
)
|
|
1,998
|
|
|
||
Depreciation and amortization
|
10,013
|
|
|
19,978
|
|
|
||
Loss on sale of available for sale securities
|
—
|
|
|
3,624
|
|
|
||
Non-cash charge for asset impairment
|
25,639
|
|
|
6,423
|
|
|
||
Net gain on sale of intellectual property
|
—
|
|
|
(31,694
|
)
|
|
||
Earnings in equity method investment
|
(3,831
|
)
|
|
(193
|
)
|
|
||
Cash receipts from equity method investment
|
3,675
|
|
|
—
|
|
|
||
Net loss on disposal of property
|
14,017
|
|
|
435
|
|
|
||
Lease termination in exchange for note payable
|
1,142
|
|
|
—
|
|
|
||
Other
|
444
|
|
|
12
|
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Receivables
|
2,465
|
|
|
(2,087
|
)
|
|
||
Inventories
|
28,721
|
|
|
2,556
|
|
|
||
Prepaid and other
|
9,539
|
|
|
819
|
|
|
||
Accounts payable
|
4,088
|
|
|
(945
|
)
|
|
||
Deferred rent and other lease incentives
|
(17,954
|
)
|
|
(5,899
|
)
|
|
||
Accrued liabilities
|
(7,531
|
)
|
|
(6,187
|
)
|
|
||
Net cash used in operating activities
|
(69,133
|
)
|
|
(38,641
|
)
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Purchase of property and equipment
|
(3,233
|
)
|
|
(7,179
|
)
|
|
||
Proceeds from sale of property and equipment
|
788
|
|
|
—
|
|
|
||
Proceeds from sale of intangible assets, net of transaction costs
|
—
|
|
|
32,502
|
|
|
||
Investment in equity method investment
|
—
|
|
|
(100
|
)
|
|
||
Purchase of investments
|
—
|
|
|
(2,576
|
)
|
|
||
Proceeds from sales and maturities of investments
|
—
|
|
|
24,820
|
|
|
||
Net cash (used) provided by investing activities
|
(2,445
|
)
|
|
47,467
|
|
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Proceeds from share issuance
|
11
|
|
|
16
|
|
|
||
Proceeds from bridge loan
|
33,158
|
|
|
—
|
|
|
||
Net cash provided by financing activities
|
33,169
|
|
|
16
|
|
|
||
Net increase (decrease) in cash and equivalents
|
(38,409
|
)
|
|
8,842
|
|
|
||
Effect of exchange rate changes on cash
|
(84
|
)
|
|
(264
|
)
|
|
||
Cash and equivalents:
|
|
|
|
|
||||
Beginning of year
|
55,525
|
|
|
46,947
|
|
|
||
End of year
|
$
|
17,032
|
|
|
$
|
55,525
|
|
|
Non-cash investing activities:
|
|
|
|
|
||||
Accrued capital expenditures
|
—
|
|
|
558
|
|
|
||
Equity method investment
|
—
|
|
|
809
|
|
|
||
Supplemental information:
|
|
|
|
|
||||
Cash paid for income taxes
|
$
|
94
|
|
|
$
|
248
|
|
|
|
Fiscal Year Ended
|
|||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
||||
Balance at beginning of year
|
$
|
669
|
|
|
$
|
515
|
|
|
Charged to expense
|
—
|
|
|
154
|
|
|
||
Write offs
|
(669
|
)
|
|
—
|
|
|
||
Balance at end of year
|
$
|
—
|
|
|
$
|
669
|
|
|
Description
|
July 1, 2017
|
||
|
(in thousands)
|
||
Distribution Center
|
$
|
15,622
|
|
LA Studio
|
8,613
|
|
|
Condominiums
|
1,561
|
|
|
Total
|
$
|
25,796
|
|
Description
|
Term
|
Buildings
|
39.5 years
|
Leasehold improvements
|
10 years or term of lease, whichever is shorter
|
Furniture, fixtures, equipment and vehicles
|
5
|
Computer hardware and software
|
3
|
|
|
|
|
|
|
Fiscal Year Ended
|
|||||
|
July 1, 2017
|
|
July 2, 2016
|
|
||
|
(in thousands)
|
|||||
Basic weighted average number of shares outstanding
|
8,056
|
|
|
7,993
|
|
|
Incremental shares from assumed issuance of stock options and RSUs (1)
|
—
|
|
|
—
|
|
|
Diluted weighted average number of shares outstanding
|
8,056
|
|
|
7,993
|
|
|
|
|
|
|
||||||||
|
Foreign Currency Translation
|
|
Fair Value Adjustment for ARS
|
|
Accumulated Other Comprehensive Income Loss)
|
||||||
|
(In thousands)
|
||||||||||
Balance at July 4, 2015
|
$
|
1,983
|
|
|
$
|
(3,759
|
)
|
|
$
|
(1,776
|
)
|
Foreign currency translation adjustments
|
(1,256
|
)
|
|
—
|
|
|
(1,256
|
)
|
|||
Redemption of ARS
|
—
|
|
|
3,759
|
|
|
3,759
|
|
|||
Other comprehensive income (loss)
|
(1,256
|
)
|
|
3,759
|
|
|
2,503
|
|
|||
Balance at July 2, 2016
|
727
|
|
|
—
|
|
|
727
|
|
|||
Foreign currency translation adjustments
|
(154
|
)
|
|
—
|
|
|
(154
|
)
|
|||
Other comprehensive income (loss)
|
(154
|
)
|
|
—
|
|
|
(154
|
)
|
|||
Balance at July 1, 2017
|
$
|
573
|
|
|
$
|
—
|
|
|
$
|
573
|
|
Cash received
|
$
|
35,000
|
|
Carrying value of contributed assets
|
(1,617
|
)
|
|
Transaction costs
|
(2,498
|
)
|
|
Retained interest in contributed assets
|
809
|
|
|
Gain on sale of assets, net
|
$
|
31,694
|
|
|
Fiscal Year Ended
|
|||||
|
July 1, 2017
|
July 2, 2016
|
||||
|
(in thousands)
|
|||||
Net sales
|
$
|
318,845
|
|
$
|
393,594
|
|
Cost of sales, including production and occupancy
|
234,569
|
|
271,752
|
|
||
Gross margin
|
84,276
|
|
121,842
|
|
||
Lease termination costs
|
70,944
|
|
—
|
|
||
Impairment charges
|
17,555
|
|
6,423
|
|
||
Selling, general and administrative expenses
|
96,291
|
|
124,752
|
|
||
Loss from discontinued operations, before income tax provision
|
(100,514
|
)
|
(9,333
|
)
|
||
Tax provision
|
118
|
|
215
|
|
||
Loss from discontinued operations, net of tax provision
|
$
|
(100,632
|
)
|
$
|
(9,548
|
)
|
|
Lease Termination
|
Severance
|
Total
|
||||||
|
(in thousands)
|
||||||||
Balance as of July 2, 2016
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Costs incurred in fiscal 2017
|
70,944
|
|
5,855
|
|
76,799
|
|
|||
Cash payments made
|
(68,920
|
)
|
(4,083
|
)
|
(73,003
|
)
|
|||
Balance as of July 1, 2017
|
$
|
2,024
|
|
$
|
1,772
|
|
$
|
3,796
|
|
Description
|
|
|
Using Quoted Prices
in Active Markets for
Identical Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
|
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
|
Fair value measurements at reporting date
(In thousands)
|
||||||||||||||
Cash equivalents
|
$
|
236
|
|
|
$
|
236
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total
|
$
|
236
|
|
|
$
|
236
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
||||
|
July 2, 2016
|
|
|
||
Number of stores identified as at risk and evaluated for impairment
|
34
|
|
|
|
|
Number of stores identified as at risk, but not impaired
|
(5
|
)
|
|
|
|
Number of stores identified as at risk with impairment
|
29
|
|
|
|
|
|
|
|
|
||
Total carrying amount of stores identified as at risk prior to any impairment charges taken
|
$
|
8.4
|
|
|
|
Total carrying amount of stores identified as at risk, but not impaired
|
(1.6
|
)
|
|
|
|
Total carrying amount of stores identified for impairment
|
6.8
|
|
|
|
|
Impairment charges recorded
|
(6.4
|
)
|
|
|
|
Remaining carrying amount of stores identified for impairment after impairment charges taken
|
$
|
0.4
|
|
|
|
|
Operating Leases
|
||
|
(in
thousands)
|
||
Fiscal year
|
|
||
2018
|
$
|
417
|
|
2019
|
417
|
|
|
2020
|
347
|
|
|
2021
|
—
|
|
|
2022
|
—
|
|
|
Thereafter
|
—
|
|
|
Total minimum lease payments
|
$
|
1,181
|
|
|
As of
|
||||||
|
July 1, 2017
|
|
July 2, 2016
|
||||
Gift certificates, gift cards and store credits
|
$
|
3,567
|
|
|
$
|
4,784
|
|
Employee compensation
|
3,654
|
|
|
5,923
|
|
||
Deferred revenue
|
—
|
|
|
1,937
|
|
||
Capital expenditures
|
—
|
|
|
558
|
|
||
Other
|
4,792
|
|
|
5,191
|
|
||
Total
|
$
|
12,013
|
|
|
$
|
18,393
|
|
|
Fiscal Year Ended
|
|||||||
|
July 1,
2017 |
|
July 2,
2016 |
|
||||
|
(in thousands)
|
|||||||
Current:
|
|
|
|
|
||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
State
|
—
|
|
|
—
|
|
|
||
Foreign
|
|
|
|
|
|
|
||
|
—
|
|
|
—
|
|
|
||
Deferred:
|
|
|
|
|
||||
Federal
|
—
|
|
|
—
|
|
|
||
State
|
—
|
|
|
—
|
|
|
||
Foreign
|
—
|
|
|
—
|
|
|
||
|
—
|
|
|
—
|
|
|
||
Provision (benefit) from continuing operations
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|||||||
|
July 1,
2017 |
|
July 2,
2016 |
|
||||
|
|
|||||||
United States
|
$
|
(42,162
|
)
|
|
$
|
(18,126
|
)
|
|
Foreign
|
—
|
|
|
—
|
|
|
||
Total loss from continuing operations before income taxes
|
$
|
(42,162
|
)
|
|
$
|
(18,126
|
)
|
|
|
Fiscal Year Ended
|
|
||||
|
July 1,
2017 |
|
July 2,
2016 |
|
||
Federal statutory rate
|
(35.0
|
)%
|
|
(35.0
|
)%
|
|
State rate, net of federal benefit
|
(3.9
|
)
|
|
(3.9
|
)
|
|
Valuation allowance
|
38.9
|
|
|
38.9
|
|
|
Effective tax rate
|
—
|
%
|
|
—
|
%
|
|
|
July 1,
2017
|
|
July 2,
2016
|
||||
|
(in thousands)
|
||||||
Gift certificates, gift cards and store credits
|
$
|
1,040
|
|
|
1,145
|
|
|
Inventory
|
2,072
|
|
|
2,692
|
|
||
Other accrued expenses
|
1,580
|
|
|
464
|
|
||
Deferred revenue
|
139
|
|
|
513
|
|
||
Accrued vacation
|
73
|
|
|
731
|
|
||
Prepaid expenses
|
(197
|
)
|
|
(769
|
)
|
||
Basis difference in fixed assets
|
6,979
|
|
|
14,767
|
|
||
Deferred rent
|
—
|
|
|
4,531
|
|
||
Stock based compensation
|
832
|
|
|
1,508
|
|
||
Foreign tax credit
|
1,357
|
|
|
1,592
|
|
||
Tax credit and net operating loss carryovers
|
128,138
|
|
|
66,942
|
|
||
Construction allowance
|
—
|
|
|
(5,935
|
)
|
||
Indirect benefit from uncertain tax positions
|
48
|
|
|
46
|
|
||
Other
|
2,307
|
|
|
2,350
|
|
||
Total non-current
|
144,368
|
|
|
90,577
|
|
||
Valuation allowance
|
(144,368
|
)
|
|
(90,577
|
)
|
||
Deferred tax assets, net
|
$
|
—
|
|
|
$
|
—
|
|
|
July 1, 2017
|
|
July 2, 2016
|
|
||||
|
|
|||||||
Balance as of beginning of period
|
$
|
384
|
|
|
$
|
384
|
|
|
Additions for tax positions taken during the current year
|
—
|
|
|
—
|
|
|
||
Additions for tax positions taken during prior years
|
—
|
|
|
—
|
|
|
||
Reductions for tax positions taken during the current year
|
(317
|
)
|
|
—
|
|
|
||
Settlements
|
—
|
|
|
—
|
|
|
||
Expirations of statues of limitations
|
—
|
|
|
—
|
|
|
||
Balance as of end of period
|
$
|
67
|
|
|
$
|
384
|
|
|
|
As of
|
||||||
|
July 1, 2017
|
|
July 2, 2016
|
||||
|
(in thousands)
|
||||||
Leasehold improvements
|
$
|
16,693
|
|
|
$
|
111,598
|
|
Furniture, fixtures and equipment
|
5,634
|
|
|
44,665
|
|
||
Computer hardware and software
|
56,799
|
|
|
61,040
|
|
||
Construction in progress
|
—
|
|
|
877
|
|
||
Total
|
79,126
|
|
|
218,180
|
|
||
Less: Accumulated depreciation
|
(79,126
|
)
|
|
(171,816
|
)
|
||
Property and equipment, net
|
$
|
—
|
|
|
$
|
46,364
|
|
|
Options Outstanding
|
|
Options Vested and
Exercisable
|
||||||||||||
Exercise Prices
|
Number
(in thousands)
|
|
Weighted
Average
Remaining
Life
(in years)
|
|
Weighted
Average
Exercise
Price
|
|
Number
(in thousands)
|
|
Weighted
Average
Exercise
Price
|
||||||
$23.40 to $53.50
|
36
|
|
|
1.8
|
|
$
|
43.37
|
|
|
35
|
|
|
$
|
44.01
|
|
$53.60 to $62.90
|
26
|
|
|
1.47
|
|
59.24
|
|
|
26
|
|
|
59.35
|
|
||
$63.30 to $73.70
|
38
|
|
|
1.54
|
|
70.47
|
|
|
38
|
|
|
70.47
|
|
||
$73.90 to $115
|
26
|
|
|
1.48
|
|
88.70
|
|
|
26
|
|
|
88.70
|
|
||
$124.6 to $144.90
|
3
|
|
|
0.2
|
|
131.01
|
|
|
3
|
|
|
131.01
|
|
||
|
129
|
|
|
|
|
|
|
|
128
|
|
|
|
|
|
Shares
Outstanding
(Amounts in
thousands)
|
|
Weighted
Average
Exercise Price
of Share
|
|
Weighted
Average
Remaining
Contractual
Term
|
|
Aggregate
Intrinsic Value
(in thousands)
|
|||||
Outstanding, July 2, 2016
|
164
|
|
|
$
|
69.10
|
|
|
|
|
|
||
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
—
|
|
|
—
|
|
|
|
|
|
|||
Cancelled
|
(35
|
)
|
|
81.72
|
|
|
|
|
|
|||
Outstanding, July 1, 2017
|
129
|
|
|
$
|
65.77
|
|
|
1.56
|
|
$
|
—
|
|
Exercisable, July 1, 2017
|
128
|
|
|
$
|
66.20
|
|
|
1.54
|
|
$
|
—
|
|
Options vested and expected to vest—end of period
|
129
|
|
|
$
|
65.88
|
|
|
1.48
|
|
$
|
—
|
|
|
Shares
(in thousands)
|
|
Weighted
Average
Grant Date
Fair Value
Per Share
|
|||
Nonvested, July 2, 2016
|
138
|
|
|
$
|
20.57
|
|
Granted
|
328
|
|
|
6.75
|
|
|
Cancelled
|
(198
|
)
|
|
8.77
|
|
|
Vested
|
(89
|
)
|
|
6.35
|
|
|
Nonvested, July 1, 2017
|
179
|
|
|
$
|
2.57
|
|
EXHIBIT
NUMBER
|
DESCRIPTION OF DOCUMENT
|
Amended and Restated Articles of Incorporation of Registrant.
|
|
Amended and Restated Bylaws of Registrant.
|
|
Specimen certificate representing the Common Stock (in standard printer form, not provided).
|
|
1997 Stock Plan.
|
|
1998 Stock Purchase Plan.
|
|
Form of Indemnification Agreement.
|
|
Consulting Agreement, dated April 18, 2017, by and among bebe stores, inc., Great American Group, LLC and Tiger Capital Group, LLC.
|
|
Standard Industrial/Commercial-Tenant Lease-Net dated November 30, 1998 between Registrant and Far Western Land and Investment Company, Inc., (lease for additional building to house administrative departments in Brisbane, California).
|
|
Form of Retail Store License Agreement between Registrant and [company].
|
|
Amendment No. 1 to Lease Agreement (amendment to Standard Industrial/Commercial-Tenant Lease-Net dated November 30, 1998 between Registrant and Far Western Land and Investment Company, Inc.).
|
|
Form of Restricted Stock Units Agreement.
|
|
Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate dated January 20, 2004 by and between bebe stores, inc. and 10345 Olympic LLC.
|
|
Employment agreement between the Company and Emilia Fabricant.
|
|
Management Bonus Plan.
|
|
bebe stores, inc. Form of Stock Option Agreement.
|
|
bebe stores, inc. Form of Restricted Stock Unit Agreement.
|
|
Credit Agreement between Registrant and Wells Fargo.
|
|
Amendment to Credit Agreement and Revolving Line of Credit Note between Registrant and Wells Fargo.
|
|
Contract of Sale for Purchase of Real Estate dated March 13, 2012 by and between bebe Studio Realty, inc. and MP Benicia Logistics, LLC.
|
|
Third Amendment to Credit Agreement and Revolving Line of Credit Note between Registrant and Wells Fargo dated as of February 1, 2013.
|
|
Retention Bonus Letter Agreement, dated June 9, 2017, by and between bebe stores, inc. and Walter Parks.
|
|
Fourth Amendment to Credit Agreement and First Modification to Promissory Note between Registrant and Wells Fargo dated as of May 15, 2013.
|
|
Severance Agreement between the Company and Jim Wiggett dated December 15, 2014.
|
|
10.33
(*)
|
Retention Bonus Letter Agreement, dated August 8, 2017, by and between bebe stores, inc. and Darren Horvath.
|
Subsidiaries of Registrant.
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
24.1
|
Power of Attorney (see signature page).
|
Section 302 Certification of Chief Executive Officer.
|
|
Section 302 Certification of Chief Financial Officer.
|
|
Section 906 Certification of Chief Executive Officer.
|
|
Section 906 Certification of Chief Financial Officer.
|
|
101.INS
|
XBRL Instance Document.
|
101.SCH
|
XBRL Taxonomy Extension Schema.
|
101.CAL
|
XBRL Taxonomy Calculation Linkbase.
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase.
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase.
|
101.PRE
|
XBRL Taxonomy Presentation Linkbase.
|
(a)
|
Incorporated by reference from exhibits of the same number in Registrant’s Registration Statement on Form S-1 (Reg. No. 333-50333), effective June 16, 1998.
|
(b)
|
Incorporated by reference from exhibits of the same number in Registrant’s Quarterly Report on Form 10-Q filed on February 16, 1999.
|
(c)
|
Incorporated by reference from exhibits of the same number in Registrant’s Annual Report on Form 10-K filed on September 28, 1999.
|
(d)
|
Incorporated by reference from exhibits of the same number in Registrant’s Annual Report on Form 10-K filed on September 28, 2000.
|
(e)
|
Incorporated by reference from exhibits of the same number in Registrant’s Annual Report on Form 10-K filed on September 29, 2003.
|
(f)
|
Incorporated by reference from exhibits of the same number in Registrant’s Annual Report on Form 10-K filed on September 13, 2004.
|
(g)
|
Incorporated by reference from exhibits of the same number in Registrant’s Annual Report on Form 8-K filed on August 4, 2010.
|
(h)
|
Incorporated by reference from exhibit of the same number in Registrant’s Annual Report on Form 10-K filed on September 14, 2005.
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(i)
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Incorporated by reference from exhibit 99.2 to Registrant’s Current Report on Form 8-K filed on November 23, 2005.
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(j)
|
Incorporated by reference from exhibit 99.3 to Registrant’s Current Report on Form 8-K filed on November 23, 2005.
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(k)
|
Incorporated by reference from exhibit 99.4 to Registrant’s Current Report on Form 8-K filed on November 23, 2005.
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(l)
|
Incorporated by reference from exhibit 10.27 to Registrant’s Current Report on Form 8-K filed May 21, 2009.
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(m)
|
Incorporated by reference from exhibits 10.24 and 10.25 to Registrant’s Quarterly Report on Form 10-Q filed on May 10, 2012.
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(n)
|
Incorporated by reference from exhibit 10.26 to Registrant’s Quarterly Report on Form 10-Q filed on February 7, 2013.
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(o)
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Incorporated by reference from exhibit 10.2 to Registrant’s Current Report on Form 8-K filed on January 9, 2013.
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(p)
|
Incorporated by reference from exhibit 10.30 to Registrant’s Quarterly Report on Form 10-Q filed on May 16, 2013.
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(q)
|
Incorporated by reference from exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on December 9, 2014.
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(r)
|
Incorporated by reference from exhibit 10.1 to Registrant’s Current Report on Form 8-K filed on December 15, 2014.
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(a)
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Merchant's or Consultant's failure to perform any of their respective material obligations hereunder,which failure shall continue uncured seven (7) days after receipt of written notice thereof to the defaulting Party;
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(b)
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Any representation or warranty made by Merchant or Consultant is untrue in any material respect as of the date made or at any time and throughout the Sale Term; or
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(c)
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the Sale is terminated or materially interrupted or impaired for any reason other than an event of default by Consultant or Merchant.
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|
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Name
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Domicile
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bebe stores (Canada), inc.
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California
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bebe studio, inc.
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California
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bebe management, inc.
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Virginia
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bebe studio realty, LLC
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California
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1.
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I have reviewed this annual report on Form 10-K of bebe stores, inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or cause such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
|
(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ MANNY MASHOUF
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Manny Mashouf
Chief Executive Officer, Chairman of the Board
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1.
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I have reviewed this annual report on Form 10-K of bebe stores, inc.;
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2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
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5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:
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/s/ WALTER PARKS
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Walter Parks
President, Chief Operating Officer, Interim Chief Financial Officer
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
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(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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|
|
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/s/ MANNY MASHOUF
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Manny Mashouf
Chief Executive Officer, Chairman of the Board
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September 29, 2017
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
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(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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|
|
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/
S
/ WALTER PARKS
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Walter Parks
President, Chief Operating Officer, Interim Chief Financial Officer
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September 29, 2017
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