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Document and Entity Information
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3 Months Ended |
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Mar. 31, 2013
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| Document and Entity Information [Abstract] | |
| Document Type | S-1 |
| Amendment Flag | true |
| Document Period End Date | Mar. 31, 2013 |
| Entity Registrant Name | TILE SHOP HOLDINGS, INC. |
| Entity Central Index Key | 0001552800 |
| Entity Filer Category | Accelerated Filer |
| Amendment Description | This Post-Effective Amendment No. 4 on Form S-1 to the Registration Statement on Form S-4 (File No. 333-182482) relates to the public offering of common stock of the registrant upon exercise of certain warrants, as contemplated by the Registration Statement on Form S-4 (File No. 333-182482) (the "Prior Registration Statement"), and is being filed in order to maintain the effectiveness of the Prior Registration Statement to the extent that such Prior Registration Statement pertains to the shares of the registrant's common stock issuable upon exercise of such warrants. |
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- Definition
Description of changes contained within amended document. No definition available.
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- Definition
If the value is true, then the document is an amendment to previously-filed/accepted document. No definition available.
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- Definition
The end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements containing historical data, it is the date up through which that historical data is presented. If there is no historical data in the report, use the filing date. The format of the date is CCYY-MM-DD. No definition available.
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- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word "Other". No definition available.
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- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Indicate whether the registrant is one of the following: (1) Large Accelerated Filer, (2) Accelerated Filer, (3) Non-accelerated Filer, (4) Smaller Reporting Company (Non-accelerated) or (5) Smaller Reporting Accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure. No definition available.
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- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount due from customers or clients, within one year of the balance sheet date (or the normal operating cycle, whichever is longer), for goods or services (including trade receivables) that have been delivered or sold in the normal course of business, reduced to the estimated net realizable fair value by an allowance established by the entity of the amount it deems uncertain of collection. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying amount as of the balance sheet date of the unpaid sum of the known and estimated amounts payable to satisfy all domestic and foreign income tax obligations due. This amount is the total of current and noncurrent accrued income taxes. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders. Includes adjustments to additional paid in capital. Some examples of such adjustments include recording the issuance of debt with a beneficial conversion feature and certain tax consequences of equity instruments awarded to employees. Use this element for the aggregate amount of additional paid-in capital associated with common and preferred stock. For additional paid-in capital associated with only common stock, use the element additional paid in capital, common stock. For additional paid-in capital associated with only preferred stock, use the element additional paid in capital, preferred stock. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Amount equal to the present value (the principal) at the beginning of the lease term of minimum lease payments during the lease term (excluding that portion of the payments representing executory costs such as insurance, maintenance, and taxes to be paid by the lessor, together with any profit thereon) net of payments or other amounts applied to the principal, through the balance sheet date and due to be paid within one year (or one operating cycle, if longer) of the balance sheet date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount equal to the present value (the principal) at the beginning of the lease term of minimum lease payments during the lease term (excluding that portion of the payments representing executory costs such as insurance, maintenance, and taxes to be paid by the lessor, together with any profit thereon) net of payments or other amounts applied to the principal, through the balance sheet date and due to be paid more than one year (or one operating cycle, if longer) after the balance sheet date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate carrying value as of the balance sheet date of the liabilities for all deferred compensation arrangements payable beyond one year (or the operating cycle, if longer). No definition available.
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- Definition
Aggregate carrying value as of the balance sheet date of the liabilities for all deferred compensation arrangements payable within one year (or the operating cycle, if longer). Represents currently earned compensation under compensation arrangements that is not actually paid until a later date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
For a classified balance sheet, the cumulative difference between the rental income or payments required by a lease agreement and the rental income or expense recognized on a straight-line basis, or other systematic and rational basis more representative of the time pattern in which use or benefit is granted or derived from the leased property, expected to be recognized in income or expense, by the lessor or lessee, respectively, more than one year after the balance sheet date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount after allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards, net of deferred tax liability attributable to taxable temporary differences expected to be realized or consumed within one year or operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount after allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards, net of deferred tax liability attributable to taxable temporary differences expected to be realized or consumed after one year (or the normal operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying value as of the balance sheet date of dividends declared but unpaid on equity securities issued by the entity and outstanding. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The aggregate amount of receivables to be collected from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth, at the financial statement date. which are usually due within one year (or one business cycle). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total of the carrying values as of the balance sheet date of obligations incurred through that date and payable for obligations related to services received from employees, such as accrued salaries and bonuses, payroll taxes and fringe benefits. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying amount due within one year of the balance sheet date (or one operating cycle, if longer) from tax authorities as of the balance sheet date representing refunds of overpayments or recoveries based on agreed-upon resolutions of disputes. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying amount (lower of cost or market) as of the balance sheet date of inventories less all valuation and other allowances. Excludes noncurrent inventory balances (expected to remain on hand past one year or one operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total of all Liabilities and Stockholders' Equity items (or Partners' Capital, as applicable), including the portion of equity attributable to noncontrolling interests, if any. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Carrying amount of long-term debt, net of unamortized discount or premium, including current and noncurrent amounts. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying amount of long-term debt, net of unamortized discount or premium, scheduled to be repaid within one year or the normal operating cycle, if longer. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate carrying amount, as of the balance sheet date, of current assets not separately disclosed in the balance sheet. Current assets are expected to be realized or consumed within one year (or the normal operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate carrying amount, as of the balance sheet date, of noncurrent assets not separately disclosed in the balance sheet. Noncurrent assets are expected to be realized or consumed after one year (or the normal operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate carrying amount, as of the balance sheet date, of noncurrent obligations not separately disclosed in the balance sheet. Noncurrent liabilities are expected to be paid after one year (or the normal operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying amount as of the balance sheet date of expenditures made, not otherwise specified in the taxonomy, in advance of the timing of recognition of expenses which are expected to be charged against earnings within one year or the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of the amounts paid in advance for capitalized costs that will be expensed with the passage of time or the occurrence of a triggering event, and will be charged against earnings within one year or the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount, net of accumulated depreciation, depletion and amortization, of long-lived physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cumulative amount of the reporting entity's undistributed earnings or deficit. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
The amount allocated to treasury stock. Treasury stock is common and preferred shares of an entity that were issued, repurchased by the entity, and are held in its treasury. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Consolidated Balance Sheets (Parenthetical) (USD $)
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Mar. 31, 2013
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Dec. 31, 2012
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Dec. 31, 2011
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| Consolidated Balance Sheets [Abstract] | |||
| Preferred stock, par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
| Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
| Preferred stock, shares issued | 0 | 0 | 0 |
| Common stock, par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
| Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
| Common stock, shares issued | 48,036,241 | 43,177,822 | 32,000,000 |
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- Definition
Face amount or stated value of common stock per share; generally not indicative of the fair market value per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Face amount or stated value per share of nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer); generally not indicative of the fair market value per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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Consolidated Statements of Income (USD $)
In Thousands, except Share data, unless otherwise specified |
3 Months Ended | 12 Months Ended | |||
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Mar. 31, 2013
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Mar. 31, 2012
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Dec. 31, 2012
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Dec. 31, 2011
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Dec. 31, 2010
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| Consolidated Statements of Income [Abstract] | |||||
| Net sales | $ 56,835 | $ 45,861 | $ 182,650 | $ 152,717 | $ 135,340 |
| Cost of sales | 16,462 | 12,173 | 49,626 | 40,321 | 36,124 |
| Gross profit | 40,373 | 33,688 | 133,024 | 112,396 | 99,216 |
| Selling, general and administrative expenses | 28,354 | 22,064 | 94,716 | 78,368 | 68,105 |
| Deferred compensation expense | 1,160 | 3,897 | 1,415 | 450 | |
| Income from operations | 12,019 | 10,464 | 34,411 | 32,613 | 30,661 |
| Interest expense | 594 | 90 | 1,252 | 443 | 467 |
| Change in fair value of warrants | 51,845 | 82,063 | |||
| Other income (expense) | (33) | 7 | 15 | (77) | 124 |
| Income (loss) before income taxes | (40,453) | 10,381 | (48,889) | 32,093 | 30,318 |
| Benefit (provision) for income taxes | (4,264) | (248) | 2,002 | (733) | (609) |
| Net income (loss) | (44,717) | 10,133 | (46,887) | 31,360 | 29,709 |
| Weighted average basic and diluted shares outstanding | 44,854,988 | 32,000,000 | 35,837,609 | 32,261,168 | 32,329,897 |
| Basic and diluted earnings (loss) per share | $ (1.00) | $ 0.32 | $ (1.31) | $ 0.97 | $ 0.92 |
| Pro forma computation related to conversion to C Corporation for income tax purposes | |||||
| Historical income (loss) before income taxes | (40,453) | 10,381 | (48,889) | 32,093 | 30,318 |
| Pro forma benefit (provision) for income taxes | (4,152) | (13,270) | (12,837) | (12,127) | |
| Pro forma net income (loss) | $ 6,229 | $ (62,159) | $ 19,256 | $ 18,191 | |
| Pro forma weighted average basic and diluted shares outstanding | 42,534,884 | 42,562,617 | 42,534,884 | 42,534,884 | |
| Pro forma basic and diluted earnings (loss) per share | $ 0.15 | $ (1.46) | $ 0.45 | $ 0.43 | |
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- Definition
Pro Forma Earnings Per Share Basic And Diluted No definition available.
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- Definition
Pro Forma Income Tax Expense (Benefit). No definition available.
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- Definition
Pro Forma Net Income (Loss). No definition available.
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- Definition
Pro Forma Weighted Average Shares Outstanding Basic And Diluted No definition available.
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- Definition
Increase in additional paid in capital due to warrants issued during the period. Includes also the proceeds of debt securities issued with detachable stock purchase warrants that are allocable to the warrants. These warrants qualify for equity classification and provide the holder with a right to purchase stock from the entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The aggregate costs related to goods produced and sold and services rendered by an entity during the reporting period. This excludes costs incurred during the reporting period related to financial services rendered and other revenue generating activities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The compensation expense recognized during the period pertaining to the deferred compensation arrangement. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The amount of net income or loss for the period per each share in instances when basic and diluted earnings per share are the same amount and reported as a single line item on the face of the financial statements. Basic earnings per share is the amount of net income or loss for the period per each share of common stock or unit outstanding during the reporting period. Diluted earnings per share includes the amount of net income or loss for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period. No definition available.
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- Details
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| X | ||||||||||
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- Definition
Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of operating profit and nonoperating income or expense before Income or Loss from equity method investments, income taxes, extraordinary items, and noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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| X | ||||||||||
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- Definition
The sum of the current income tax expense or benefit and the deferred income tax expense or benefit pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cost of borrowed funds accounted for as interest that was charged against earnings during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The net result for the period of deducting operating expenses from operating revenues. No definition available.
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- Definition
The net amount of other income and expense amounts, the components of which are not separately disclosed on the income statement, resulting from ancillary business-related activities (that is, excluding major activities considered part of the normal operations of the business) also known as other nonoperating income (expense) recognized for the period. Such amounts may include: (a) dividends, (b) interest on securities, (c) net gains or losses on securities, (d) unusual costs, (e) gains or losses on foreign exchange transactions, and (f) miscellaneous other income and expense items. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Total revenue from sale of goods and services rendered during the reporting period, in the normal course of business, reduced by sales returns and allowances, and sales discounts. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The aggregate total costs related to selling a firm's product and services, as well as all other general and administrative expenses. Direct selling expenses (for example, credit, warranty, and advertising) are expenses that can be directly linked to the sale of specific products. Indirect selling expenses are expenses that cannot be directly linked to the sale of specific products, for example telephone expenses, Internet, and postal charges. General and administrative expenses include salaries of non-sales personnel, rent, utilities, communication, etc. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Average number of shares or units issued and outstanding that are used in calculating basic and diluted earnings per share (EPS). No definition available.
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Consolidated Statements of Stockholders' Equity (USD $)
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Total
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Common stock [Member]
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Additional paid-in-capital [Member]
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Treasury units [Member]
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Retained earnings [Member]
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|---|---|---|---|---|---|
| Balance at Dec. 31, 2009 | $ 62,000,000 | $ 3,000 | $ 8,259,000 | $ (261,000) | $ 53,999,000 |
| Balance, shares at Dec. 31, 2009 | 32,329,897 | ||||
| Distributions to Stockholders | 22,783,000 | (22,272,000) | |||
| Net income | 29,709,000 | 29,709,000 | |||
| Balance at Dec. 31, 2010 | 69,437,000 | 3,000 | 8,259,000 | (261,000) | 61,436,000 |
| Balance, shares at Dec. 31, 2010 | 32,329,897 | ||||
| Distributions to Stockholders | 21,744,000 | ||||
| Redemption of common units of Tile Shop LLC | (1,484,000) | (84,000) | (1,400,000) | ||
| Redemption of common units of Tile Shop LLC, shares | (329,897) | ||||
| Distributions to members of Tile Shop LLC | (24,166,000) | (24,166,000) | |||
| Net income | 31,360,000 | 31,360,000 | |||
| Balance at Dec. 31, 2011 | 75,147,000 | 3,000 | 8,175,000 | (261,000) | 67,230,000 |
| Balance, shares at Dec. 31, 2011 | 32,000,000 | ||||
| Distributions to Stockholders | 26,306,000 | ||||
| Merger of JWC Acquisition Corp | (13,908,000) | 1,000 | (13,909,000) | ||
| Merger of JWC Acquisition Corp, shares | 10,534,884 | ||||
| Issuance of promissory note | (69,771,000) | (17,282,000) | (52,489,000) | ||
| Distributions to members of Tile Shop LLC | (22,055,000) | (22,055,000) | |||
| Cancellation of treasury units | (261,000) | 261,000 | |||
| Issuance of restricted shares | |||||
| Issuance of restricted shares, shares | 295,000 | ||||
| Exercise of warrants | 5,569,000 | 5,569,000 | |||
| Exercise of warrants, shares | 347,938 | ||||
| Stock based compensation | 1,953,000 | 1,953,000 | |||
| Expenses for business combination | (2,490,000) | (2,490,000) | |||
| Deferred income taxes | 27,679,000 | 27,679,000 | |||
| Net income | (46,887,000) | (46,887,000) | |||
| Balance at Dec. 31, 2012 | $ (44,763,000) | $ 4,000 | $ 9,434,000 | $ 0 | $ (54,201,000) |
| Balance, shares at Dec. 31, 2012 | 43,177,822 |
| X | ||||||||||
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- Definition
Represents increases or decreases in additional paid in capital related to deferred income taxes as a result of a business combination. No definition available.
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| X | ||||||||||
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- Definition
Adjustments to additional paid in capital and distribution of retained earnings pursuant to acquisition. No definition available.
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| X | ||||||||||
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- Definition
Represents increases or decreases in additional paid in capital not separately disclosed. No definition available.
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| X | ||||||||||
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- Definition
This element represents the amount of recognized equity-based compensation during the period, that is, the amount recognized as expense in the income statement (or as asset if compensation is capitalized). Alternate captions include the words "stock-based compensation". Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The amount of cash distributions paid to a common shareholder or unit-holder by a LLC or LP. No definition available.
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| X | ||||||||||
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- Definition
The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Cash outflow to owners or shareholders, excluding ordinary dividends. Includes special dividends. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Number of shares of stock issued during the period pursuant to acquisitions. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Number of new stock issued during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Number of shares of stock issued during the period that is attributable to transactions involving issuance of stock not separately disclosed. No definition available.
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| X | ||||||||||
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- Definition
Value of stock issued pursuant to acquisitions during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Value of shares of stock issued during the period that is attributable to transactions involving issuance of stock not separately disclosed. No definition available.
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| X | ||||||||||
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- Definition
Number of stock bought back by the entity at the exercise price or redemption price. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Equity impact of the value of stock bought back by the entity at the exercise price or redemption price. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Amount of decrease of par value, additional paid in capital (APIC) and retained earnings of common and preferred stock retired from treasury when treasury stock is accounted for under the cost method. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Advances On Line Of Credit No definition available.
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| X | ||||||||||
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- Definition
Increase Decrease In Prepaid Inventory No definition available.
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| X | ||||||||||
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- Definition
Increase in other assets for exercise of warrants. No definition available.
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| X | ||||||||||
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- Definition
Purchases of property, plant and equipment included in accounts payable and accrued expenses. No definition available.
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| X | ||||||||||
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- Definition
Increase in additional paid in capital due to warrants issued during the period. Includes also the proceeds of debt securities issued with detachable stock purchase warrants that are allocable to the warrants. These warrants qualify for equity classification and provide the holder with a right to purchase stock from the entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Details
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| X | ||||||||||
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- Definition
Amount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The cash inflow associated with the acquisition of business during the period (for example, cash that was held by the acquired business). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Amount of increase (decrease) in cash and cash equivalents. Cash and cash equivalents are the amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The value of the financial instrument(s) that the original debt is being converted into in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Amount of debt issuance costs (for example, but not limited to, legal, accounting, broker, and regulatory fees). No definition available.
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| X | ||||||||||
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- Definition
The compensation expense recognized during the period pertaining to the deferred compensation arrangement. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The component of income tax expense for the period representing the increase (decrease) in the entity's deferred tax assets and liabilities pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The current period expense charged against earnings on long-lived, physical assets not used in production, and which are not intended for resale, to allocate or recognize the cost of such assets over their useful lives; or to record the reduction in book value of an intangible asset over the benefit period of such asset; or to reflect consumption during the period of an asset that is not used in production. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The increase (decrease) during the reporting period in the aggregate amount of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The increase (decrease) during the reporting period in the amount due from borrowers for interest payments. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The increase (decrease) during the reporting period in the aggregate amount of accrued expenses and other operating obligations not separately disclosed in the statement of cash flows. No definition available.
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| X | ||||||||||
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- Definition
The increase (decrease) during the reporting period in income taxes receivable, which represents the amount due from tax authorities for refunds of overpayments or recoveries of income taxes paid. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The increase (decrease) during the reporting period in the aggregate value of all inventory held by the reporting entity, associated with underlying transactions that are classified as operating activities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Details
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| X | ||||||||||
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- Definition
The increase (decrease) during the reporting period in the value of prepaid expenses and other assets not separately disclosed in the statement of cash flows, for example, deferred expenses, intangible assets, or income taxes. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The net cash inflow or outflow from financing activity for the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Details
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| X | ||||||||||
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- Definition
The net cash inflow or outflow from investing activity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Details
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| X | ||||||||||
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- Definition
The net cash from (used in) all of the entity's operating activities, including those of discontinued operations, of the reporting entity. Operating activities generally involve producing and delivering goods and providing services. Operating activity cash flows include transactions, adjustments, and changes in value that are not defined as investing or financing activities. While for technical reasons this element has no balance attribute, the default assumption is a debit balance consistent with its label. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Details
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| X | ||||||||||
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- Definition
The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Details
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| X | ||||||||||
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- Definition
Other expenses or losses included in net income that result in no cash outflows or inflows in the period and are not separately disclosed. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
Other cash or noncash adjustments to reconcile net income to cash provided by (used in) operating activities that are not separately disclosed in the statement of cash flows (for example, cash received or cash paid during the current period for miscellaneous operating activities, net change during the reporting period in other assets or other liabilities). No definition available.
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| X | ||||||||||
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- Definition
The amount of cash paid for deposits on goods and services during the period; excludes time deposits and deposits with other institutions, which pertain to financial service entities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The amount of cash paid during the reporting period for charges associated with the mergers. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The net cash outflow or inflow for net proceeds and payments derived from carrying life insurance policies for which the entity is the beneficiary. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The cash outflow to reacquire common and preferred stock. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The aggregate amount paid by the entity to reacquire the right to purchase equity shares at a predetermined price, usually issued together with corporate debt. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Cash outflow to owners or shareholders, excluding ordinary dividends. Includes special dividends. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Cash outflow in the form of capital distributions and dividends to common shareholders, preferred shareholders and noncontrolling interests. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The cash outflow associated with the acquisition of business during the period. The cash portion only of the acquisition price. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The cash inflow from the additional capital contribution to the entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The cash inflow from a long-term borrowing made from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth. Alternate caption: Proceeds from Advances from Affiliates. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The cash inflow from the sale of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The cash inflow associated with the amount received from holders exercising their stock warrants. No definition available.
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| X | ||||||||||
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- Definition
The cash outflow during the period from the repayment of aggregate short-term and long-term debt. Excludes payment of capital lease obligations. No definition available.
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| X | ||||||||||
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- Definition
The cash outflow for a borrowing supported by a written promise to pay an obligation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
The aggregate amount of noncash, equity-based employee remuneration. This may include the value of stock or unit options, amortization of restricted stock or units, and adjustment for officers' compensation. As noncash, this element is an add back when calculating net cash generated by operating activities using the indirect method. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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|
Organization and Nature of Business
|
3 Months Ended | 12 Months Ended |
|---|---|---|
|
Mar. 31, 2013
|
Dec. 31, 2012
|
|
| Organization and Nature of Business [Abstract] | ||
| Organization and Nature of Business | Note 1: Organization and Nature of Business
The Tile Shop, LLC ("The Tile Shop") was formed on December 30, 2002, as a Delaware limited liability company (LLC) and began operations on January 1, 2003. Tile Shop Holdings, Inc. ("Holdings", and, together with its wholly owned subsidiaries, the "Company") was incorporated under the laws of the state of Delaware.
The Company is engaged in the sale of tile and flooring products. The Company also fabricates or manufactures certain products in Michigan, Wisconsin and Virginia. The Company's primary market is retail sales to consumers; however, the Company does have sales to contractors. As of March 31, 2013, the Company had 71 stores and an on-line retail operation. The retail stores are located in Minnesota, Wisconsin, Kansas, Illinois, Michigan, Ohio, Indiana, Maryland, Missouri, Kentucky, New York, Virginia, Iowa, North Carolina, New Jersey, Tennessee, Nebraska, Delaware, Georgia, Pennsylvania, Florida and Massachusetts. The Company also has distribution centers located in Wisconsin, Michigan, Virginia and Oklahoma.
The consolidated financial statements of the Company include the accounts of its wholly owned subsidiaries. All significant intercompany transactions have been eliminated in consolidation. |
Note 1: Organization and Nature of Business
The Tile Shop, LLC ("The Tile Shop") was formed on December 30, 2002, as a Delaware limited liability company and began operations on January 1, 2003. Tile Shop Holdings, Inc. (the "Company") was incorporated under the laws of the state of Delaware in 2012 as a wholly-owned subsidiary of The Tile Shop. The Company was formed for the purpose of consummating the transactions contemplated by the Contribution and Merger Agreement (the "Contribution and Merger Agreement"), dated June 27, 2012, by and among JWC Acquisition Corp., a Delaware corporation ("JWCAC"), The Tile Shop, the member of The Tile Shop other than ILTS, LLC, a Delaware limited liability company ("ILTS"), Nabron International, Inc., a Bahamas corporation ("Nabron"), Tile Shop Merger Sub, Inc., a Delaware corporation ("Merger Sub"), and Peter J. Jacullo III, as representative ("Business Combination"), which was completed on August 21, 2012 and is fully discussed in Note 2 below. JWCAC was incorporated under the laws of the state of Delaware in 2010 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination involving JWCAC and one or more businesses.
The Company and subsidiaries are engaged in the sale of tile and flooring products. The Company also fabricates or manufactures certain products in Michigan and Wisconsin. The Company's primary market is retail sales to consumers; however, the Company does have sales to contractors. As of December 31, 2012, the Company had 70 stores and an on-line retail operation. The retail stores are located in Minnesota, Wisconsin, Kansas, Illinois, Michigan, Ohio, Indiana, Maryland, Missouri, Kentucky, New York, Virginia, Iowa, North Carolina, New Jersey, Tennessee, Nebraska, Delaware, Georgia, and Pennsylvania. The Company also has distribution centers located in Wisconsin, Michigan, and Virginia. |
| X | ||||||||||
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- Details
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| X | ||||||||||
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- Definition
The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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|
Business Combination
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Mar. 31, 2013
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Dec. 31, 2012
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| Business Combination [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Combination | Note 2: Business Combination
On August 21, 2012, Holdings completed a business combination pursuant to the terms of the Contribution and Merger Agreement dated June 27, 2012 (the "Contribution and Merger Agreement"), whereby the former members of The Tile Shop, LLC ("The Tile Shop") directly or indirectly, contributed all of their membership interests in The Tile Shop to Holdings (the "Contribution"), in exchange for (i) a cash payment of $75 million, (ii) 32,000,000 shares of the common stock of Holdings valued at $320 million, and (iii) promissory notes issued by Holdings in the aggregate principal amount of $69.8 million. As a result of the Contribution, all ownership interests in The Tile Shop were contributed to Holdings. Concurrent with the Contribution, (i) all outstanding shares of JWC Acquisition Corp., a Delaware corporation ("JWCAC") common stock were exchanged for one share of common stock of Holdings and (ii) each outstanding JWCAC warrant, which was exercisable for one share of JWCAC common stock, became exercisable for one share of the Company's common stock. This transaction is referred to as the "Business Combination". Immediately following the Business Combination, the former members of The Tile Shop held 75.2% of the 42,534,884 issued and outstanding shares of common stock of Holdings.
The Tile Shop was considered the acquirer for accounting purposes because it obtained effective control of JWCAC. The Tile Shop did not have a change in control since The Tile Shop's operations comprise the ongoing operations of the combined entity, its senior management became the senior management of the combined entity, and its former owners own a majority voting interest in the combined entity and are able to elect a majority of the combined entity's board of directors. Accordingly, the Business Combination does not constitute the acquisition of a business for purposes of Financial Accounting Standards Board's Accounting Standard Codification 805, "Business Combinations," or ASC 805. As a result, the assets and liabilities of The Tile Shop and JWCAC are carried at historical cost and the Company has not recorded any step-up in basis or any intangible assets or goodwill as a result of the Business Combination. All direct costs of the Business Combination were offset to additional paid-in capital. The historical financial statements presented herein are that of The Tile Shop.
The recapitalization of the number of shares of common stock attributable to The Tile Shop members were reflected retroactive to January 1, 2010. Accordingly, the number of shares of common stock presented as outstanding as of January 1, 2010 totaled 32,329,897 consisting of 32,000,000 shares of common stock issued to The Tile Shop members as consideration for the Contribution, and 329,897 of common units held by the former owners of The Tile Shop, LLC which were fully redeemed in 2011. This number of shares was also used to calculate the Company's earnings per share for all periods prior to the Business Combination. The cash flows related to the Business Combination, as reported in the Condensed Consolidated Statement of Cash Flow is summarized as follows:
Because the former members of The Tile Shop retained a significant ownership interest in Holdings following the Business Combination, a portion of the $69.8 million of notes payable issued to former members of The Tile Shop members as part of the Business Combination was treated as a leveraged dividend. Accordingly $52.5 million was reflected as a distribution of retained earnings. The remainder of the notes payable were deducted from additional paid in capital.
Pro Forma Information:
The pro forma computation related to the conversion to a C Corporation for income tax purposes assumes that such conversion occurred as of January 1, 2010. These amounts are not necessarily indicative of the consolidated results of income for future years or actual results that would have been realized had the change in tax status occurred as of the beginning of each such year. |
Note 2: Business Combination
On August 21, 2012, pursuant to the terms of the Contribution and Merger Agreement, the Business Combination was consummated. The members of The Tile Shop contributed their membership interests in The Tile Shop to the Company, and Nabron contributed its membership interest in ILTS to the Company (the "Contribution"), in exchange for (i) a cash payment of $75 million, (ii) 32,000,000 shares of the Company's common stock valued at $320 million, and (iii) promissory notes issued by the Company in the aggregate principal amount of $69.8 million. As a result of the Contribution, all ownership interests in The Tile Shop were contributed to the Company.
Prior to the Business Combination, certain JWCAC shareholders exercised their redemption rights with respect to 5.5 million shares of JWCAC public stock, which were redeemed at the closing of the Business Combination. Immediately thereafter and concurrently with the Contribution, Merger Sub merged with and into JWCAC, with JWCAC surviving (the "Merger"), and (i) each remaining outstanding share of JWCAC common stock was exchanged for one share of the Company's common stock and (ii) each outstanding JWCAC warrant which was formerly exercisable for one share of JWCAC common stock became exercisable for one share of the Company's common stock.
Also, as a part of the business combination, certain members of JWC Acquisition LLC, the sponsor of JWCAC, purchased 1,500,000 shares of the Company's common stock from the Company in a private placement at a purchase price of $10.00 per share, and the members of The Tile Shop withdrew the existing cash of The Tile Shop of $12.9 million at closing via a dividend.
As result of the Business Combination, the Company owns directly or indirectly all of the equity in The Tile Shop, ILTS, and JWCAC. Specifically, immediately following closing, the former members of The Tile Shop and the former JWCAC stockholders hold 75.2% and 24.8%, respectively, of the issued and outstanding shares of common stock of the Company.
The number of shares of common stock of the Company issued and outstanding immediately following the consummation of the Business Combination is summarized as follows:
Basis of presentation and accounting treatment of Business Combination:
The Tile Shop is considered the acquirer for accounting purposes because it obtained effective control of JWCAC. The Tile Shop did not have a change in control since The Tile Shop's operations comprise the ongoing operations of the combined entity, its senior management became the senior management of the combined entity, and its former owners own a majority voting interest in the combined entity and are able to elect a majority of the combined entity's board of directors. Accordingly, the Business Combination does not constitute the acquisition of a business for purposes of Financial Accounting Standards Board's Accounting Standard Codification 805, "Business Combinations," or ASC 805. As a result, the assets and liabilities of The Tile Shop and JWCAC are carried at historical cost and the Company has not recorded any step-up in basis or any intangible assets or goodwill as a result of the Business Combination. All direct costs of the Business Combination are offset to additional paid-in capital. The historical financial statements presented herein are that of The Tile Shop for all periods.
In the consolidated financial statements, the recapitalization of the number of shares of common stock attributable to The Tile Shop members is reflected retroactive to January 1, 2010. Accordingly, the number of shares of common stock presented as outstanding as of January 1, 2010 totaled 32,329,897 consisting of 32,000,000 shares of common stock issued to The Tile Shop members as consideration for the Contribution, and 329,897 of common units held by the former owners of The Tile Shop, LLC which were fully redeemed in 2011. This number of shares was also used to calculate the Company's earnings per share for all periods prior to the Business Combination.
The cash flows related to the business combination, as reported in the Consolidated Statement of Cash Flows is summarized as follows (in thousands):
Because the former Tile Shop members retained a significant ownership interest in the Company following the Business Combination, a portion of the $69.8 million of notes payable issued to the former members of The Tile Shop as part of the Business Combination is treated as a leveraged dividend and accordingly $52.5 million has been reflected as a distribution of retained earnings in the accompanying financial statements. The remainder of the notes payable has been deducted from additional paid in capital.
Pro Forma Information:
The pro forma computation related to the conversion to a C Corporation for income tax purposes assumes that such conversion occurred as of January 1, 2010, and includes the add back of a non-recurring non-deductible permanent difference for warrant liability expense. These amounts are not necessarily indicative of the consolidated results of income for future years or actual results that would have been realized had the change in tax status occurred as of the beginning of each such year. |
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| X | ||||||||||
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- Definition
The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Details
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Summary of Selected Significant Accounting Polices
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Mar. 31, 2013
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Dec. 31, 2012
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| Summary of Selected Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Selected Significant Accounting Policies | Note 4: Summary of Selected Significant Accounting Polices
A detailed description of our significant accounting policies can be found in our most recent Annual Report filed on Form 10-K for the year ended December 31, 2012. There were no material changes in significant accounting policies during the quarter ended March 31, 2013.
Inventories:
Inventories are stated at the lower of cost (determined on the first-in, first-out method) or market. Inventories consist primarily of merchandise held for sale. Inventories comprised of the following as March 31, 2013 and December 31, 2012:
Income taxes:
As a result of the Business Combination, beginning August 21, 2012, the Company's results of operations are taxed as a C Corporation. Prior to the Business Combination, The Tile Shop's operations were taxed as a limited liability company, whereby The Tile Shop elected to be taxed as a partnership and the income or loss was required to be reported by each respective member on their separate income tax returns. Therefore, no provision for federal income taxes has been provided in the accompanying condensed consolidated financial statements for the three months ended March 31, 2012. The provision recorded for the three months ended March 31, 2012, represents income taxes primarily payable by The Tile Shop, due to minimum fees in several states and income tax in the state of Michigan.
The change in status to a taxable entity and the transactions consummated as part of the Business Combination resulted in the recognition of deferred tax assets and liabilities based on the expected tax consequences of temporary differences between the book and tax basis of The Tile Shop's assets and liabilities at the date of the Business Combination including the following: (i) historical outside basis difference at August 21, 2012, and (ii) the tax basis increase of The Tile Shop membership interests directly held by the Company related to the Business Combination. The tax expense on income before income taxes for three months ended March 31, 2013 is $4.3 million, which is due to the significant non deductible expense added back for the change in warrant liability.
The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement basis and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carryforwards will result in a benefit based on expected profitability by tax jurisdiction. A valuation allowance for such tax assets and loss carryforwards is provided when it is determined to be more likely than not that the benefit of such deferred tax asset will not be realized in future periods. If it becomes more likely than not that a tax asset will be used, the related valuation allowance on such assets would be reduced.
Earnings Per Share:
Basic earnings per share is calculated by dividing net income (loss) by the weighted-average number of shares outstanding during the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding, after giving effect to all dilutive potential common shares outstanding during the period. Common stock issued to The Tile Shop members in exchange for their direct or indirect ownership interests in The Tile Shop are retroactively reflected from January 1, 2011 as the number of shares outstanding in all periods prior to August 21, 2012 for the purpose of the earnings (loss) per share calculation. The additional shares issued as part of the Business Combination have been reflected as outstanding shares from August 21, 2012. For the three months ended March 31, 2013, diluted net loss per share is identical to basic net loss per share as all potentially dilutive securities have been excluded from the calculation of diluted net loss per common share because the inclusion of such securities would be anti-diultive. For the three months ended March 31, 2012, there were no potentially dilutive securities outstanding.
Potentially dilutive securities include 2,011,500 options, 7,359,018 warrants, and 295,000 restricted shares outstanding as of March 31, 2013. |
Note 3: Summary of Selected Significant Accounting Polices
Basis of preparation:
The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with United States generally accepted accounting principles ("US GAAP") to reflect the financial position, results of operations and cash flows of the Company. These financial statements have been prepared on a going concern basis, which assumes the realization of assets and satisfaction of liabilities in the normal course of business. The company reviewed subsequent events through the issue date for inclusion in these consolidated financial statements.
Use of estimates:
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. The amount of assets and liabilities reported on the Company's balance sheets and the amounts of income and expenses reported for each of the periods presented are affected by estimates and assumptions, which are used for, but not limited to, the accounting for revenue recognition and related reserves for sales returns, useful lives of property, plant and equipment, determining impairment on long-lived assets, valuation of inventory, determining compensation expense on stock based compensation plans and accruals for incentive compensation. Actual results may differ from these estimates.
Reclassification:
Certain accounts in the prior year's audited consolidated financial statements have been reclassified for comparative purposes to conform to the current year's presentation. The reclassification for 2011 was to present prepaid inventory on the Balance Sheet and reclassify customer deposits from accounts payable to other accrued liabilities. Prepaid inventory was reclassified based on the percentage of total current assets threshold as of December 31, 2012.
Cash and cash equivalents:
The Company considers all highly liquid investments with initial maturities of three months or less to be cash equivalents.
Trade receivables:
Trade receivables are carried at original invoice amount less an estimate made for doubtful receivables. Management determines the allowance for doubtful accounts on a specific identification basis as well as by using historical experience applied to an aging of accounts. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. As of December 31, 2012 and 2011, the allowance for doubtful accounts was not significant.
Inventories:
Inventories are stated at the lower of cost (determined on the first-in, first-out method) or market. Inventories consist primarily of merchandise held for sale. Inventories were comprised of the following as December 31, 2012 and December 31, 2011 (in thousands):
Income taxes:
As a result of the Business Combination, beginning August 21, 2012, the Company's results of operations are taxed as a C Corporation. Prior to the Business Combination, The Tile Shop's operations were taxed as a limited liability company, whereby The Tile Shop elected to be taxed as a partnership and the income or loss was required to be reported by each respective member on their separate income tax returns. Therefore, no provision for federal income taxes has been provided in the accompanying consolidated financial statements for periods prior to August 21, 2012. The provision recorded prior to August 21, 2012, represents income taxes primarily payable by The Tile Shop, due to minimum fees in several states and income tax in the state of Michigan.
Subsequent to August 21, 2012, the Company has recognized deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement basis and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carryforwards will result in a benefit based on expected profitability by tax jurisdiction. A valuation allowance for such tax assets and loss carryforwards is provided when it is determined to be more likely than not that the benefit of such deferred tax asset will not be realized in future periods. If it becomes more likely than not that a tax asset will be used, the related valuation allowance on such assets would be reduced.
Revenue recognition:
Sales are recognized upon pick up or delivery of products which is when transfer of title to a customer occurs, the sales price is fixed or determinable, and collection is reasonably assured. The Company is required to charge and collect sales and other taxes on sales to its customers and remit the taxes back to the government authorities. Sales and other taxes are recorded in the consolidated balance sheets but excluded from the consolidated statements of income.
The Company accrues a liability for sales returns and exchanges in the period that the related sales are recognized. The customer may receive a refund or exchange the original product for a replacement of equal or similar quality for an indefinite period of time after the original purchase. The Company regularly assesses and adjusts the estimated liability for updated return rates based on actual trends and projected claim costs. The sales returns allowance and related changes were not significant as of and for the years ended at December 31, 2012, 2011 and 2010.
Cost of Sales:
Cost of Sales includes the actual cost of merchandise sold, the cost of transportation of merchandise from vendors to the Company's distribution centers, the cost of handling and shipping merchandise from the Company's stores, locations or distribution centers to the customer, and the operating cost of the Company's sourcing and distribution network.
Stock based compensation:
The Company has given equity linked incentives to certain employees. The Company accounts for equity linked incentives in accordance with ASC 718 "Stock Compensation". ASC 718 addresses the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for equity instruments of the enterprise or liabilities that are based on the fair value of the enterprise's equity instruments or that may be settled by the issuance of such equity instruments.
The Company has granted cash settled and equity settled awards. Until consummation of the Business Combination, the cash settled awards are classified as liabilities as required under ASC 718. At each reporting date the liability was measured at intrinsic value with resulting changes recognized in the consolidated statements of income.
Since consummation of the Business Combination, the Company has only equity settled awards. The Company measures and recognizes compensation expense for all stock-based payments on the grant date at fair value, net of forfeitures. The financial statements for the years ended December 31, 2012, 2011, and 2010 recognize compensation cost for the portion of outstanding awards which have vested during the applicable year. The Company recognizes stock-based compensation costs over the requisite service period of the award.
Restricted stock:
The Company awards restricted common shares to selected employees, and non-employee directors. Recipients are not required to provide any consideration other than continued service. Company share awards are subject to certain restrictions on transfer, and all or part of the shares awarded may be subject to forfeiture upon the occurrence of certain events, including employment termination. The restricted stock is valued at its grant date fair value and expensed over the requisite service period or the vesting term of the award.
Concentration of risk:
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and bank deposits. By their nature, all such instruments involve risks including credit risks of non-performance by counterparties. A substantial portion of the Company's cash and cash equivalents and bank deposits are invested with banks with high investment grade credit ratings.
Segments:
The Company's operations consist primarily of retail sales of manufactured and natural stone tiles, setting and maintenance materials, and related accessories in the United States and through its website. The Company's chief operating decision maker only reviews the consolidated results of Company and accordingly the Company has concluded it has one reportable segment.
Advertising costs:
Advertising costs are charged to expense as incurred. Advertising costs were $2.9 million, $2.1 million, and $2 million , for the years ended December 31, 2012, 2011 and 2010, respectively, and are included in selling, general and administrative expenses in the consolidated statements of income.
Property and equipment:
Property, equipment and leasehold improvements are recorded at cost. Improvements are capitalized while repairs and maintenance costs are charged to operations when incurred. Property and equipment is depreciated or amortized using the straight-line method over estimated useful lives ranging from three to seven years. Assets purchased under a capital lease are amortized using the straight-line method over the shorter of the lease term or the estimated useful life of the asset. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful life of the asset. The cost and accumulated depreciation of assets sold or otherwise disposed of are removed from the accounts and any gain or loss thereon is included in the results of operations.
Debt issuance costs:
The Company has capitalized approximately $594,000 of debt issuance costs during the year ended December 31, 2012. The Company amortizes the debt issuance costs under the effective method over the life of the related debt instrument and includes these costs with other assets on the consolidated balance sheets. Amortization of debt issuance costs of approximately $20,000 for the year ended December 31, 2012 is included in interest expense in the consolidated statements of income. The remaining balance of deferred costs was approximately $574,000 at December 31, 2012.
Accrued warrant liability:
Outstanding warrants are accounted for as derivative instruments in accordance with the Accounting Standards Codification ("ASC") Subtopic 815-40, Contracts in Entity's Own Equity. As such, changes in the fair value of the warrants are recorded in the statements of income as "Change in fair value of warrant liability."
Leases:
The Company classifies all leases at the inception date as either a capital lease or an operating lease. Leases of assets under which there is transfer of substantially the entire risk and rewards incidental to ownership as per ASC 840 "Leases" are classified as capital leases. All other leases are classified as operating leases.
Assets under capital leases are capitalized and lease payments are allocated to the lease obligation and interest on the obligation amount.
Rent expense on operating leases is charged to expense in accordance with the terms of the agreement. For leases that contain fixed escalation of the minimum rent, rent expense is recognized on a straight-line basis through the end of the lease term. The start of the lease term is the earlier of the lease commencement date or the date the Company takes possession of the asset. The difference between the straight-line rent amounts and amounts payable under the leases is recorded as deferred rent.
Self insurance:
The Company is self-insured for certain employee health benefit claims. The Company estimates a liability for aggregate losses below stop-loss coverage limits based on estimates of the ultimate costs to be incurred to settle known claims and claims not reported as of the balance sheet date. The estimated liability is not discounted and is based on a number of assumptions and factors including historical trends, and economic conditions. This liability could be affected if future occurrences and claims differ from these assumptions and historical trends. As of December 31, 2012 and 2011, an accrual of approximately $170,000 and $160,000 related to estimated claims was included in other current liabilities, respectively. |
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The entire disclosure for all significant accounting policies of the reporting entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Unaudited Consolidated Financial Statements
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3 Months Ended |
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Mar. 31, 2013
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| Unaudited Consolidated Financial Statements [Abstract] | |
| Unaudited Consolidated Financial Statements | Note 3: Unaudited Consolidated Financial Statements
The information furnished in this report is unaudited and reflects all adjustments which are normal recurring adjustments that, in the opinion of management, are necessary to fairly present the operating results for the interim periods. The operating results for the interim periods presented are not necessarily indicative of the operating results to be expected for the full fiscal year. The unaudited interim condensed consolidated financial statements for the three months ended March 31, 2013, should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2012, previously filed with the Securities and Exchange Commission on March 18, 2013. Certain accounts in the December 31, 2012 audited consolidated financial statements have been reclassified for comparative purposes to conform to the current year's presentation. |
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The entire disclosure for condensed financial statements. No definition available.
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Property Plant and Equipment
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Dec. 31, 2012
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| Property Plant and Equipment | Note 4: Property Plant and Equipment:
Property and equipment consisted of the following at December 31 (in thousands):
Depreciation and amortization expense on property and equipment was approximately $10,500, $8,700, and $7,200 for the years ended December 31, 2012, 2011 and 2010, respectively. |
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The entire disclosure for long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software. This disclosure may include property plant and equipment accounting policies and methodology, a schedule of property, plant and equipment gross, additions, deletions, transfers and other changes, depreciation, depletion and amortization expense, net, accumulated depreciation, depletion and amortization expense and useful lives, income statement disclosures, assets held for sale and public utility disclosures. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Accrued Liabilities
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Mar. 31, 2013
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Dec. 31, 2012
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| Accrued Liabilities | Note 5: Other Accrued Liabilities
Other accrued liabilities consisted of the following at:
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Note 5: Accrued Liabilities
Accrued liabilities consisted of the following at December 31:
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Consolidated Term Debt
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Mar. 31, 2013
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Dec. 31, 2012
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| Long-term debt | Note 6: Debt
On October 3, 2012, the Company and its operating subsidiary The Tile Shop, LLC entered into a credit agreement with Bank of America, N.A. (the "Credit Agreement"). The Credit Agreement, as amended, provides the Company with a $100 million senior secured credit facility, comprised of a five-year $25 million term loan and a $75 million revolving line of credit. Borrowings pursuant to the Credit Agreement bear interest at either a base rate or a LIBOR-based rate, at the option of the Company. The LIBOR-based rate will range from LIBOR plus 1.75% to 2.25%, depending on The Tile Shop's leverage ratio. The base rate is equal to the greatest of: (a) the Federal funds rate plus 0.50%, (b) the Bank of America "prime rate," and (c) the Eurodollar rate plus 1.00%, in each case plus 0.75% to 1.25% depending on The Tile Shop's leverage ratio. At March 31, 2013 and December 31, 2012 the interest rate was 2.615%. The term loan requires quarterly principal payments of $875,000. The Credit Agreement contains customary events of default, conditions to borrowings, and restrictive covenants, including restrictions on the Company's and The Tile Shop's ability to dispose of assets, make acquisitions, incur additional debt, incur liens, make investments, or enter into certain types of related party transactions. The credit facility also includes financial and other covenants including covenants to maintain certain fixed charge coverage ratios and rent adjusted leverage ratios. The Company was in compliance with the covenants during three months ended March 31, 2013, based on an amendment dated April 30, 2013 which excluded the impact of redemptions of warrants and capital stock, up to the amount of cash proceeds received from warrant exercises, from the calculation of certain financial covenants. The additional borrowings pursuant to the Credit Agreement may be used to support the Company's growth and for working capital purposes. |
Note 6: Consolidated Term Debt
Long-term debt consisted of the following at December 31:
Approximate annual aggregate maturities of debts are as follows: (thousands)
The Company had a $3 million commercial credit facility with a bank which was terminated in October 2012. Borrowings under this arrangement bore interest at 2.0% above the daily one-month LIBOR rate (2.295 % at December 31, 2011) and were secured by substantially all Company assets.
On October 3, 2012, the Company and its operating subsidiary The Tile Shop, LLC entered into a credit agreement with Bank of America, N.A. (the "Credit Agreement"). The Credit Agreement provides the Company with a $100 million senior secured credit facility, comprised of a five-year $25 million term loan and a $75 million revolving line of credit. Borrowings pursuant to the Credit Agreement will bear interest at either a base rate or a LIBOR-based rate, at the option of the Company. The LIBOR-based rate will range from LIBOR plus 1.75% to 2.25%, depending on The Tile Shop's leverage ratio. The base rate will be equal to the greatest of: (a) the Federal funds rate plus 0.50%, (b) the Bank of America "prime rate," and (c) the Eurodollar rate plus 1.00%, in each case plus 0.75% to 1.25% depending on The Tile Shop's leverage ratio. At December 31, 2012 the interest rate was 2.615%. The term loan requires quarterly principal payments of $875,000. The Credit Agreement contains customary events of default, conditions to borrowings, and restrictive covenants, including restrictions on the Company's and The Tile Shop's ability to dispose of assets, make acquisitions, incur additional debt, incur liens, make investments, or enter into certain types of related party transactions. The credit facility also includes financial and other covenants including covenants to maintain certain fixed charge coverage ratios and rent adjusted leverage ratios. The Company was in compliance with the covenants during the year ended December 31, 2012. The additional borrowings pursuant to the Credit Agreement may be used to support the Company's growth and for working capital purposes.
As part of the Business Combination, Promissory notes were issued by the Company in the aggregate principal amount of $69.8 million (the "Promissory Notes"). The Promissory Notes had a three year term, could be prepaid at any time without penalty, and bear interest at a rate of 4% per annum, payable quarterly. Upon the issuance of senior indebtedness where the proceeds of such indebtedness were used to repay not less than 50% of the aggregate principal amount of the Promissory Notes, the term of the Promissory Notes would be extended to the date 180 days following the term of such senior indebtedness and the interest rate on the outstanding principal amount of the Promissory Notes would increase to 10% per annum. If the Promissory Notes were not repaid by the Company in full by the third anniversary of the consummation of the Business Combination, up to an aggregate of $20 million of the then-outstanding principal amount of the Promissory Notes would have been convertible into shares of the Company's common stock at a conversion price of $10.00 per share. The Company utilized borrowings pursuant to the Credit Agreement to pay all outstanding obligations of the Promissory Notes during 2012, in the aggregate principal amount of approximately $70 million, together with accrued interest.
Capital Leases:
The Company has several leases for store facilities that are accounted for as capital leases. These leases expire at various dates through 2022. Assets acquired under capital leases are included in property, plant and equipment.
As of December 31, 2012, minimum lease payments under the Company's capital lease obligation were as follows (thousands):
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Commitments and Contingencies
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Dec. 31, 2012
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| Commitments and Contingencies | Note 7: Commitments and Contingencies
Operating leases (thousands):
The Company leases buildings and office space under various operating lease agreements. In addition to rent, most leases require payment of real estate taxes, insurance, and common area maintenance. The leases generally have an initial lease term of 10 to 15 years and contain renewal options and escalation clauses. For leases that contain fixed escalation of the minimum rent, rent expense is recognized on a straight-line basis through the end of the lease term including renewals. The difference between the straight-line rent amounts and amounts payable under the leases is recorded as deferred rent. For the years ended December 31, 2012, 2011 and 2010, rent expense was approximately $14,000, $11,400, and $9,600, respectively.
Annual minimum rentals under non-cancelable operating leases are as follows, for the years ended December 31:
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Fair Value of Financial Instruments
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Mar. 31, 2013
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Dec. 31, 2012
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| Fair Value of Financial Instruments | Note 7: Fair Value of Financial Instruments
These condensed consolidated financial statements include the following financial instruments: cash and cash equivalents, trade receivables, accounts payable, accrued expenses, capital leases, notes payable, debt and warrant liability. At March 31, 2013 and December 31, 2012, the carrying amount of the Company's cash and cash equivalents and trade receivables, approximated their fair values due to their short maturities. The carrying value of the Company's borrowings and capital lease obligation approximates fair value based upon the market interest rates available to the Company for debt and capital lease obligations with similar risk and maturities.
Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. To measure fair value, the Company uses a three-tier valuation hierarchy based upon observable and non-observable inputs:
Level 1 - Unadjusted quoted prices that are available in active markets for the identical assets or liabilities at the measurement date.
Level 2 - Significant other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly, including:
Level 3 - Significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management's estimates of market participant assumptions.
Our common stock warrants are listed for trading on the OTC market. As of March 31, 2013 and December 31, 2012, we had approximately $37 million and $95 million, respectively, in an accrued liability classified as a Level 1 security, related to warrants to purchase common stock. Warrant expense related to the change in fair value of the warrant liability was $52 million and $0 for the three months ended March 31, 2013 and 2012. |
Note 8: Fair Value of Financial Instruments:
These consolidated financial statements include the following financial instruments: cash and cash equivalents, trade receivables, accounts payable, accrued expenses, capital leases, notes payable, debt and warrant liability. At December 31, 2012 and December 31, 2011, the carrying amount of the Company's cash and cash equivalents, trade receivables, accounts payable and accrued expenses, approximated their fair values due to their short maturities. The carrying value of the Company's borrowings and capital lease obligation approximates fair value based upon the market interest rates available to the Company for debt and capital lease obligations with similar risk and maturities. As of December 31, 2012 common stock warrants, which are classified as liabilities, are recorded at their fair market value.
The measurement of fair value requires the use of techniques based on observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. The inputs create the following fair value hierarchy:
Our common stock warrants are listed for trading on the OTC market. As of December 31, 2012, and 2011, we had approximately $95 million, $0, respectively, in an accrued liability classified as a Level 1 security, related to warrants to purchase common stock. Warrant expense related to the change in fair value of the warrant liability was $82 million for the year ended December 31, 2012. |
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The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Related Party Transactions
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12 Months Ended |
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Dec. 31, 2012
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| Related Party Transactions [Abstract] | |
| Related Party Transactions | Note 9: Related Party Transactions
In January 2012, TS, Inc., ILTS and JWTS sold (i) an aggregate of 129,333 Common Units of The Tile Shop to Mr. Krasnow, (ii) an aggregate of 646,667 Common Units of The Tile Shop to the Peter H. Kamin Revocable Trust dated February 2003, the Peter H. Kamin Childrens Trust dated March 2007, and 3K Limited Partnership, entities of which Mr. Kamin is trustee or general partner, as applicable, (iii) an aggregate of 25,867 Common Units of The Tile Shop to Family Office Investors LLC, an entity in which Mark Riser, a member of the board of managers of The Tile Shop prior to the consummation of the Business Combination, is the sole member, and (iv) an aggregate of 19,400 Common Units of The Tile Shop to Warren Garden, in each case for $7.732 per unit. In connection with these transactions, The Tile Shop made certain representations and warranties.
During the years ended 2012 and 2011 The Tile Shop made payments of $300,000 to TS, Inc. in connection with the final redemption of an aggregate of 3,000,000 special cash distribution units of The Tile Shop issued to TS, Inc., which were fully-redeemed by The Tile Shop during 2012. In lieu of paying such amounts to TS, Inc. in cash, The Tile Shop reduced the outstanding amount under a promissory note, dated December 30, 2002, made by TS, Inc. and payable to The Tile Shop. Total principal payments made in cash related to this promissory note were approximately $1,205,000 and $263,000 for the years ended December 31, 2012 and 2011, respectively. |
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The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Warrants
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3 Months Ended |
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Mar. 31, 2013
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| Warrants [Abstract] | |
| Warrants | Note 9: Warrants
The Company evaluated the warrants under Accounting Standards Codification ("ASC") Subtopic 815-40, Contracts in Entity's Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including common stock purchase warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed only to the issuer's common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer's common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on its evaluation, the Company concluded that the warrants are not indexed to the Company's common stock in the manner contemplated by ASC Section 815-40-15 because the transactions that will trigger the Price Reduction Provision are not inputs to the fair value of the warrants. Accordingly, the existence of the Price Reduction Provision in the warrants requires us to classify the warrants as a derivative liability.
As of March 31, 2013, the Company had outstanding warrants to purchase an aggregate of 7,359,018 shares of common stock at an exercise price of $11.50 per share, and an expiration date of August 21, 2017. During the quarter ended March 31, 2013, 1) 3,926,377 warrants were exercised for cash proceeds of $41,821,096, and a receivable for $3,332,240 which is included in other current assets and 2) 2,619,996 warrants were exercised on a cashless basis in exchange for of 932,043 shares.
In March 2013, we completed the purchase of 3,580,004 outstanding warrants in private transactions. The aggregate purchase price to acquire the warrants was approximately $30.1 million. These purchases were funded with the cash proceeds received from the exercise of publicly held warrants. Also, during the quarter we received agreements from sponsor warrant holders waiving the price reduction provision that required us to classify the warrants as liabilities. As a result of cash and non-cash exercises and waivers received from owners of the sponsor warrants 13,559,865 warrants were reclassified from long term liability to equity in the amount of $45,158,194 during the three months ending March 31, 2013.
In April, 2013, we directed our transfer agent to notify the holders of any remaining outstanding warrants of the call for early exercise. These warrant holders will have until May 12, 2013 to exercise their outstanding warrants on a cashless basis. Thereafter, any warrants that remain unexercised will automatically be redeemed by the Company at a redemption price of $0.01 per warrant in cash. The number of warrants to be surrendered by a holder to satisfy such holder's exercise price obligation was calculated using a Fair Market Value of $20.98 per warrant. Subsequent to March 31, 2013, 3,240,005 warrants were exercised for $37.2 million and the Company has completed the exercise of 4,119,013 warrants on a cashless basis after March 31, 2013. As a result, all 7,359,018 warrants outstanding at March 31, 2013 will be converted to common stock and the $37.2 million liability as of March 31, 2013 will be reclassified to equity during the quarter ending June 30, 2013. |
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Earnings Per Share
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Dec. 31, 2012
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| Earnings Per Share | Note 10: Earnings Per Share
Basic earnings per share is calculated by dividing net income (loss) by the weighted-average number of shares outstanding during the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted- average number of common shares outstanding, after giving effect to all dilutive potential common shares outstanding during the period. Common stock issued to The Tile Shop members in exchange for their ownership interests in The Tile Shop are retroactively reflected from January 1, 2010 as the number of shares outstanding in all periods prior to August 21, 2012 for the purpose the earnings (loss) per share calculation. The additional shares issued as part of the business combination have been reflected as of outstanding shares from August 21, 2012. For the years ended December 31, 2012, 2011, and 2010, diluted net loss per share is identical to basic net loss per share as potentially dilutive securities have been excluded from the calculation of diluted net loss per common share because the inclusion of such securities would be anti-dilutive.
Basic and diluted net income (loss) per share was calculated as follows (in thousands except share and per share data):
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Equity Incentive Plans
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Mar. 31, 2013
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Dec. 31, 2012
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| Equity Incentive Plans [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity Incentive Plans | Note 8: Equity Incentive Plans
2006 Plan:
In 2006, The Tile Shop created an equity incentive deferred compensation plan for certain key employees. The plan provisions called for granting participation units to key employees to allow them to participate in the increased value of The Tile Shop. All the units vested immediately, which were accounted for under ASC 718 and classified as liabilities. The Company measured the liability at intrinsic value at each reporting period. Fluctuations in the intrinsic value of the liability award were recorded as increases or decreases in compensation expense immediately as the awards were fully vested at the grant date. The intrinsic value was calculated based on the difference between FMV of the Company's common unit, based on an analysis of enterprise value at each valuation date, and the initial FMV determined in accordance with the Plan.
Effective immediately prior to the consummation of the Business Combination, The Tile Shop terminated the 2006 Plan and agreed to make a lump-sum cash payment to each holder of the equity units one day following the first anniversary of the effective date of the Business Combination. The Company recognized compensation expense of $0 and $1.2 million for the three months ended March 31, 2013 and 2012 related to this Plan.
As of March 31, 2013, the Company has a deferred compensation liability of $6.0 million related to this terminated 2006 Plan included in current liabilities.
Stock based compensation:
The Company measures and recognizes compensation expense for all stock-based awards at fair value. The financial statements for the three months ended March 31, 2013 and 2012 include compensation cost for the portion of outstanding awards which have vested during those periods. The Company recognizes stock based compensation costs on a straight-line basis over the requisite service period of the award, which is generally the option vesting term. For the three months ended March 31, 2013 and 2012 total stock based compensation was $0.8 million and $0, respectively, was included in selling, general and administrative expenses in the accompanying condensed consolidated statements of income.
As of March 31, 2013, the Company had 1,992,000 outstanding stock-based awards at a weighted average strike price of $11.07.
Restricted stock:
The Company awards restricted common shares to selected employees, and non-employee directors. Recipients are not required to provide any consideration other than continued service. Company share awards are subject to certain restrictions on transfer, and all or part of the shares awarded may be subject to forfeiture upon the occurrence of certain events, including employment termination. The restricted stock is valued at its grant date fair value and expensed over the requisite service period or the vesting term of the awards. For the three months ended March 31, 2013 and 2012 total stock based compensation was $0.3 million and $0, respectively, was included in selling, general and administrative expenses in the accompanying condensed consolidated statements of income.
As of March 31, 2013, the Company had 295,000 outstanding restricted common shares. |
Note 11: Equity Incentive Plans
2006 Plan:
In 2006, The Tile Shop created an equity incentive deferred compensation plan for certain key employees. The plan provisions called for granting participation units to key employees to allow them to participate in the increased value of The Tile Shop. Under the plan, the units granted were payable in cash on the 10th or 15th anniversary of the award, except in the event of death or a change of control in The Tile Shop, in which case settlement would occur on date of death of employee or date of change or control. On the settlement date, the participants will be paid cash equal to the difference between Fair Market Value as determined in accordance with the plan ("FMV") of The Tile Shop's common units as of the valuation date immediately preceding the exercise date less the initial FMV multiplied by the number of units.
In June 2006, 600,000 units were granted, which were exercisable on the 10th anniversary of the award. The initial FMV of the units was $1.203 per unit. The second grant of 200,000 units occurred on May 25, 2007 at an initial FMV of $2.1245 per unit which are exercisable on the 15th anniversary of the award. The final grant under the plan was on made January 1, 2009 for 200,000 units, which are exercisable on the 15th anniversary of the award. The initial FMV for these units was $3.1725 per unit. All the units vested immediately. These awards were accounted for under ASC 718 and classified as liabilities. The Company measured the liability at intrinsic value at each reporting period. Fluctuations in the intrinsic value of the liability award were recorded as increases or decreases in compensation expense immediately as the awards were fully vested at the grant date. The intrinsic value was calculated based on the difference between FMV of the Company's common unit, based on an analysis of enterprise value at each valuation date, and the initial FMV determined in accordance with the plan.
Effective immediately prior to the consummation of the Business Combination, The Tile Shop terminated the 2006 Plan and agreed to make a lump-sum cash payment to each holder of the equity units one day following the first anniversary of the effective date of the Business Combination. The Company recognized compensation expense of $3.3 million, $2.2 million and $0.5 million for the years ended December 31, 2012, 2011 and 2010, respectively, related to this plan. As of December 31, 2012, the Company has a deferred compensation liability of $6.0 million related to this terminated 2006 Plan which is included in current liabilities.
January 2012 Plan:
On January 1, 2012, The Tile Shop granted and issued 233,500 Series 2012 Participating Capital Appreciation Common Units ("Restricted Stock Units") to two members of its board of managers. The Restricted Stock Units are a new series of common units designated by the board of managers. These awards will vest equally over a four year period on the anniversary of issuance, except on occurrence of a significant event in which they will vest immediately. The Restricted Stock Units are subject to a recapture amount of $300 million as of the issue date, reduced from time to time by the aggregate amount of distributions (not including tax distributions) made, from and after the issue date, by The Tile Shop to the common holders with respect to their common units. No distributions were to be paid to the Series 2012 holders with respect to their Series 2012 units until the date that the common holders collectively have received distributions (not including tax distributions) of $300 million.
These awards were accounted for under ASC 718 and were classified as liabilities and measured at intrinsic value. Pursuant to the plan, effective immediately prior to the consummation of the Business Combination, the Restricted Stock Units fully vested. As a result, the Company recorded a $0.5 million charge to the income statement to record the deferred compensation expense resulting from the accelerated vesting of the Restricted Stock Units. The Company has recognized compensation cost of $0.6 million for the year ended December 31, 2012 related to these units. As a part of the Business Combination transaction the Restricted Stock Units were exchanged for common shares of the Company.
2012 Plan:
Under the 2012 Equity Award Plan (the "2012 Plan"), 2,500,000 shares of the Company's common stock were initially reserved for issuance pursuant to a variety of stock-based compensation awards, including stock options, and restricted stock awards. The number of shares initially reserved for issuance or transfer pursuant to awards under the 2012 Plan will be increased on the first day of each calendar year beginning in 2013 and ending in 2022, in an amount equal to the lesser of (A) 2,500,000 shares, (B) six percent (6%) of the shares of common stock outstanding (on an as-converted basis) on the last day of the immediately preceding calendar year, and (C) such smaller number of shares of stock as determined by the Company's board of directors. After December 31, 2012, the Company's board of directors (i) acknowledged that 2,500,000 shares of common stock were added to the 2012 Plan reserve effective January 1, 2013 in accordance with the automatic share increase provision of the 2012 Plan, (ii) amended the 2012 Plan to eliminate the automatic share increase for subsequent years, and (iii) amended the 2012 Plan to authorize grants of performance-based awards, which may be paid in cash or equity, and determined to seek shareholder approval of the performance-based award amendment.
Stock Options:
On August 21, 2012 and in December 2012, the Company granted stock options to its employees that included both service condition requirements and market conditions. The options issued provide for the options to be vested in two different tranches:
The options provide for certain acceleration of vesting and cancellation of options under different circumstances, such as a change in control, death, disability and termination of service. For the portion of the options that vest only based upon a service condition, the Company recognizes compensation expense net of forfeitures on a straight-line basis over the requisite service period. For the portion of the options that contain both a market and service condition, the Company recognizes compensation expense, net of forfeitures, using graded vesting over the requisite service period.
The fair value of each option grant containing only a service condition was estimated on the date of grant using the Black-Scholes option pricing. The assumptions used in the option valuation models are outlined in the following table:
The fair value of each option grant containing market and service conditions was estimated on the date of grant using a Monte Carlo Simulation analysis valuation model and assumes that price target thresholds will be achieved. If such price target thresholds are not met, compensation cost is not reversed. The inputs for expected volatility, expected dividends, and risk-free rate used in estimating those options' fair value are the same as those noted in the table related to options issued with service conditions only, except the expected life for the options granted that contain market conditions is derived from the pricing model.
The computation of the expected volatility assumptions used in the option valuation models was based on historical volatilities and implied volatilities of peer companies. The Company utilized the volatilities of peer companies due to its lack of extensive history. For the options containing only a service condition, the Company used the "simplified" method for an expected life as prescribed in SEC Staff Accounting Bulletin ("SAB") No. 110, for companies that do not have adequate historical data. The risk-free interest rate was based on the U.S. Treasury yield at the time of grant. The expected dividend yield was zero based on the fact the company has not paid dividends, nor does it intend to pay dividends in the future.
Stock based compensation related to options for the years ended December 31, 2012, 2011 and 2010 was $1.3 million ($0.02 per share basic), $0, and $0, respectively, and was included in selling, general and administrative expenses in the consolidated statements of income. As of December 31, 2012, the total future compensation cost related to non-vested options not yet recognized in the consolidated statement of income was $7.8 million, of which $2 million is attributable to vesting upon price target thresholds being met and $5.7 million is attributable to time-based vesting. That cost is expected to be recognized over a weighted-average period of 3.23 years. This is an estimate based on options currently outstanding and therefore this projected expense could be more in the future. No stock options vested during the year ended December 31, 2012. Using the closing stock price of $16.83, on December 31, 2012, the number of non-vested shares outstanding was 1,751,000 with an intrinsic value of $11.9 million.
The following table summarizes stock option activity:
Using the Black-Scholes option pricing model, management has determined that the service conditions only options issued in 2012 have a weighted-average grant date fair value of $5.56. Using the Monte Carlo Simulation analysis valuation model for the portion of the options that have a market and a service condition, management has determined the weighted-average grant date fair value to be $4.46. Non-vested options at December 31, 2012 have an average weighted fair value of $5.19, and weighted average contractual life of 9.65 years. As of December 31, 2012, 1,640,000 options were expected to vest with an weighted average exercise price of $10.5 and weighted average remaining contractual life of 9.7 years.
Options outstanding as of December 31, 2012 are as follows:
Restricted Stock:
Also on August 21, 2012, the Company granted an executive officer an award of 250,000 shares of restricted common stock of the Company, which vests and become unrestricted as to one-third of the total number of shares of common stock on each of December 31, 2013, 2014, and 2015, subject to continued service as an employee, officer, or director of the Company. Compensation expense is recognized on a straight-line basis over the requisite service period. The grant-date fair value of these awards, as determined by the fair market value on date of grant, was $11 per share.
Furthermore, the Company also granted 45,000 shares of restricted common stock to its directors which vest at the end of one year from date of grant subject to continued service as directors of the Company. The grant-date fair value of these awards, as determined by the fair market value on date of grant, was $11 per share. Compensation expense is recognized on a straight-line basis over the requisite service period.
The total expense associated with restricted stock for the year ended December 31, 2012 was $0.5 million. As of December 31, 2012, there was $2.8 million of total unrecognized expense related to unvested restricted stock awards, which are expected to vest, and are being amortized through 2015. The fair value of restricted stock granted in the 2012 fiscal year was $3.3 million. The total fair value of restricted stock that vested during the years ended December 31, 2012 was $0. Using the closing stock price of $16.83, on December 31, 2012, the number of restricted shares outstanding and expected to vest was 295,000, with an intrinsic value of $5 million.
Warrants:
In connection with the Merger, each outstanding JWCAC warrant that was formerly exercisable for one share of JWCAC common stock became exercisable for one share of the Company's common stock. Total warrants outstanding as of the merger date was 17,833,333 warrants at an exercise price of $11.50 per share, and an expiration date of August 21, 2017.
The warrants are listed for trading on the OTC market. The terms of the warrants include a provision (the "Price Reduction Provision") that requires the Company to reduce the exercise price by a stated formula if (i) the Company completes a transaction involving a reclassification or reorganization of the outstanding shares of its common stock, a merger or consolidation in which it is not the surviving company, or a sale of its assets and (ii) at least 30% of the consideration payable to common stockholders as a result of that transaction is not common stock listed on a national securities exchange or the OTC Bulletin Board.
The Company evaluated the warrants under Accounting Standards Codification ("ASC") Subtopic 815-40, Contracts in Entity's Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including common stock purchase warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed only to the issuer's common stock. Under ASC Section 815-40-15, a warrant is not indexed to the issuer's common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on its evaluation, the Company concluded that the warrants are not indexed to the Company's common stock in the manner contemplated by ASC Section 815-40-15 because the transactions that will trigger the Price Reduction Provision are not inputs to the fair value of the warrants. Accordingly, the existence of the Price Reduction Provision in the warrants requires us to classify the warrants as a derivative liability. The change in the fair value of the warrants at the end of each reporting period is recognized in other income (loss).
The following table sets forth the changes in the number of warrants outstanding:
As of December 31, 2012, 17,485,495 warrants were outstanding and exercisable with a weighted average exercise price of $11.50, and a remaining contractual life of 4.64 years. No warrants were granted during the period ended December 31, 2012. |
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Income Taxes
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Dec. 31, 2012
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| Income Taxes [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Taxes | Note 12: Income Taxes
As a result of the Business Combination, beginning August 21, 2012, the Company's results of operations are taxed as a C Corporation. Prior to the Business Combination, The Tile Shop's operations were taxed as a limited liability company, whereby The Tile Shop elected to be taxed as a partnership and the income or loss was required to be reported by each respective member on their separate income tax returns. Therefore, no provision for federal income taxes has been provided in the accompanying consolidated financial statements for periods prior to August 21, 2012. The provision recorded prior to August 21, 2012, represents income taxes primarily payable by the LLC, due to minimum fees in several states and income tax in the state of Michigan. The following amounts represent the determination of the deferred tax assets and liabilities recognized in the Business Combination. The change in status to a taxable entity and the transactions consummated as part of the Business Combination resulted in the recognition of deferred tax assets and liabilities based on the expected tax consequences of temporary differences between the book and tax basis of The Tile Shop's assets and liabilities at the date of the Business Combination including the following: (i) historical outside basis difference at December 31, 2011, (ii) outside basis differences occurring in 2012 prior to the Business Combination, and (iii) the tax basis increase of The Tile Shop membership interests directly held by TS Holdings related to the Business Combination. At December 31, 2012, outside basis differences prior to the Business Combination relating primarily to temporary basis differences in inventory, fixed assets, accruals, and Section 743, totaled approximately $5.9 million, which have been tax-effected at a 40% combined federal and state rate. This deferred tax asset of $5.9 million was recognized and included in the tax benefit for the year ended December 31, 2012. In addition, deferred tax assets of $27.7 million were recognized in connection with the Business Combination transactions (related to item (iii) above), which enables the Company to realize future tax deductions for the step-up in basis of the Tile Shop member ownership interests that have been contributed to the Company. These basis differences were credited directly to additional paid in capital as of the closing of the Business Combination. Total deferred tax assets recognized in connection with the Business Combination of $33.6 million were recorded.
We have adopted ASC 740-10 relating to "Accounting for uncertainty in income taxes". As a result of the implementation of ASC 740-10, no adjustment for uncertain tax positions was required. As of December 31, 2012, we have not recognized any liabilities for uncertain tax positions nor have we accrued interest and penalties related to uncertain tax positions. It is our policy to record interest and penalties through income tax expense.
Components of net deferred income taxes are as follows at December 31:
The Components of benefit (provision) for income taxes for the year ending 2012 is as follows (thousands):
The following table reflects the effective income tax rate reconciliation for the years ended December 31, 2012, 2011, and 2010:
We are subject to income taxes in the U.S. federal jurisdiction, and various state jurisdictions. Tax regulations from each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. With few exceptions, we are no longer subject to U.S. federal, state or local income tax examinations by tax authorities for the years before 2009. |
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- Definition
The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Retirement Savings Plan
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12 Months Ended |
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Dec. 31, 2012
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| Retirement Savings Plan [Abstract] | |
| Retirement Savings Plan | Note 13: - Retirement Savings Plan
The Company has a 401(k) profit sharing plan covering substantially all full-time employees. Employee contributions are limited to the maximum amount allowable by the Internal Revenue Code. The Company matched approximately $280,000, $10,000 and $217,000 of employee contributions in 2012, 2011, and 2010 and made no discretionary contributions for any of the years presented. |
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The entire disclosure for pension and other postretirement benefits. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Supplemental Cash Flows Information
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Dec. 31, 2012
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| Supplemental Cash Flows Information | Note 14: - Supplemental Cash Flows Information (thousands)
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The entire disclosure for supplemental cash flow activities, including cash, noncash, and part noncash transactions, for the period. Noncash is defined as information about all investing and financing activities of an enterprise during a period that affect recognized assets or liabilities but that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Quarterly Financial Data
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Dec. 31, 2012
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| Quarterly Financial Data | Note 15: - Quarterly Financial Data (Unaudited)
Quarterly results of operations for the years ended December 31 are summarized below (in thousands, except per share amounts):
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The entire disclosure for the quarterly financial data in the annual financial statements. The disclosure may include a tabular presentation of financial information for each fiscal quarter for the current and previous year, including revenues, gross profit, income or loss before extraordinary items and earnings per share data. It also includes an indication if the information in the note is unaudited, comments on the aggregate effect of year-end adjustments, and an explanation of matters or transactions that affect comparability or are pertinent to an understanding of the information furnished. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Summary of Selected Significant Accounting Polices (Policy)
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Mar. 31, 2013
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Dec. 31, 2012
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| Summary of Selected Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basis of preparation | Basis of preparation:
The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with United States generally accepted accounting principles ("US GAAP") to reflect the financial position, results of operations and cash flows of the Company. These financial statements have been prepared on a going concern basis, which assumes the realization of assets and satisfaction of liabilities in the normal course of business. The company reviewed subsequent events through the issue date for inclusion in these consolidated financial statements. |
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| Use of estimates | Use of estimates:
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. The amount of assets and liabilities reported on the Company's balance sheets and the amounts of income and expenses reported for each of the periods presented are affected by estimates and assumptions, which are used for, but not limited to, the accounting for revenue recognition and related reserves for sales returns, useful lives of property, plant and equipment, determining impairment on long-lived assets, valuation of inventory, determining compensation expense on stock based compensation plans and accruals for incentive compensation. Actual results may differ from these estimates. |
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| Reclassification | Reclassification:
Certain accounts in the prior year's audited consolidated financial statements have been reclassified for comparative purposes to conform to the current year's presentation. The reclassification for 2011 was to present prepaid inventory on the Balance Sheet and reclassify customer deposits from accounts payable to other accrued liabilities. Prepaid inventory was reclassified based on the percentage of total current assets threshold as of December 31, 2012. |
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| Cash and cash equivalents | Cash and cash equivalents:
The Company considers all highly liquid investments with initial maturities of three months or less to be cash equivalents. |
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| Trade receivables | Trade receivables:
Trade receivables are carried at original invoice amount less an estimate made for doubtful receivables. Management determines the allowance for doubtful accounts on a specific identification basis as well as by using historical experience applied to an aging of accounts. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. As of December 31, 2012 and 2011, the allowance for doubtful accounts was not significant. |
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| Inventories | Inventories:
Inventories are stated at the lower of cost (determined on the first-in, first-out method) or market. Inventories consist primarily of merchandise held for sale. Inventories comprised of the following as March 31, 2013 and December 31, 2012:
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Inventories:
Inventories are stated at the lower of cost (determined on the first-in, first-out method) or market. Inventories consist primarily of merchandise held for sale. Inventories were comprised of the following as December 31, 2012 and December 31, 2011 (in thousands):
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| Income taxes | Income taxes:
As a result of the Business Combination, beginning August 21, 2012, the Company's results of operations are taxed as a C Corporation. Prior to the Business Combination, The Tile Shop's operations were taxed as a limited liability company, whereby The Tile Shop elected to be taxed as a partnership and the income or loss was required to be reported by each respective member on their separate income tax returns. Therefore, no provision for federal income taxes has been provided in the accompanying condensed consolidated financial statements for the three months ended March 31, 2012. The provision recorded for the three months ended March 31, 2012, represents income taxes primarily payable by The Tile Shop, due to minimum fees in several states and income tax in the state of Michigan.
The change in status to a taxable entity and the transactions consummated as part of the Business Combination resulted in the recognition of deferred tax assets and liabilities based on the expected tax consequences of temporary differences between the book and tax basis of The Tile Shop's assets and liabilities at the date of the Business Combination including the following: (i) historical outside basis difference at August 21, 2012, and (ii) the tax basis increase of The Tile Shop membership interests directly held by the Company related to the Business Combination. The tax expense on income before income taxes for three months ended March 31, 2013 is $4.3 million, which is due to the significant non deductible expense added back for the change in warrant liability.
The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement basis and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carryforwards will result in a benefit based on expected profitability by tax jurisdiction. A valuation allowance for such tax assets and loss carryforwards is provided when it is determined to be more likely than not that the benefit of such deferred tax asset will not be realized in future periods. If it becomes more likely than not that a tax asset will be used, the related valuation allowance on such assets would be reduced. |
Income taxes:
As a result of the Business Combination, beginning August 21, 2012, the Company's results of operations are taxed as a C Corporation. Prior to the Business Combination, The Tile Shop's operations were taxed as a limited liability company, whereby The Tile Shop elected to be taxed as a partnership and the income or loss was required to be reported by each respective member on their separate income tax returns. Therefore, no provision for federal income taxes has been provided in the accompanying consolidated financial statements for periods prior to August 21, 2012. The provision recorded prior to August 21, 2012, represents income taxes primarily payable by The Tile Shop, due to minimum fees in several states and income tax in the state of Michigan.
Subsequent to August 21, 2012, the Company has recognized deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax liabilities and assets are determined based on the difference between the financial statement basis and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company estimates the degree to which tax assets and credit carryforwards will result in a benefit based on expected profitability by tax jurisdiction. A valuation allowance for such tax assets and loss carryforwards is provided when it is determined to be more likely than not that the benefit of such deferred tax asset will not be realized in future periods. If it becomes more likely than not that a tax asset will be used, the related valuation allowance on such assets would be reduced. |
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| Revenue recognition | Revenue recognition:
Sales are recognized upon pick up or delivery of products which is when transfer of title to a customer occurs, the sales price is fixed or determinable, and collection is reasonably assured. The Company is required to charge and collect sales and other taxes on sales to its customers and remit the taxes back to the government authorities. Sales and other taxes are recorded in the consolidated balance sheets but excluded from the consolidated statements of income.
The Company accrues a liability for sales returns and exchanges in the period that the related sales are recognized. The customer may receive a refund or exchange the original product for a replacement of equal or similar quality for an indefinite period of time after the original purchase. The Company regularly assesses and adjusts the estimated liability for updated return rates based on actual trends and projected claim costs. The sales returns allowance and related changes were not significant as of and for the years ended at December 31, 2012, 2011 and 2010. |
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| Cost of Sales | Cost of Sales:
Cost of Sales includes the actual cost of merchandise sold, the cost of transportation of merchandise from vendors to the Company's distribution centers, the cost of handling and shipping merchandise from the Company's stores, locations or distribution centers to the customer, and the operating cost of the Company's sourcing and distribution network. |
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| Stock based compensation | Stock based compensation:
The Company has given equity linked incentives to certain employees. The Company accounts for equity linked incentives in accordance with ASC 718 "Stock Compensation". ASC 718 addresses the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for equity instruments of the enterprise or liabilities that are based on the fair value of the enterprise's equity instruments or that may be settled by the issuance of such equity instruments.
The Company has granted cash settled and equity settled awards. Until consummation of the Business Combination, the cash settled awards are classified as liabilities as required under ASC 718. At each reporting date the liability was measured at intrinsic value with resulting changes recognized in the consolidated statements of income.
Since consummation of the Business Combination, the Company has only equity settled awards. The Company measures and recognizes compensation expense for all stock-based payments on the grant date at fair value net of forfeitures. The financial statements for the years ended December 31, 2012, 2011, and 2010 recognize compensation cost for the portion of outstanding awards which have vested during the applicable year. The Company recognizes stock-based compensation costs over the requisite service period of the award. |
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| Restricted stock | Restricted stock:
The Company awards restricted common shares to selected employees, and non-employee directors. Recipients are not required to provide any consideration other than continued service. Company share awards are subject to certain restrictions on transfer, and all or part of the shares awarded may be subject to forfeiture upon the occurrence of certain events, including employment termination. The restricted stock is valued at its grant date fair value and expensed over the requisite service period or the vesting term of the award. |
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| Concentration of risk | Concentration of risk:
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and bank deposits. By their nature, all such instruments involve risks including credit risks of non-performance by counterparties. A substantial portion of the Company's cash and cash equivalents and bank deposits are invested with banks with high investment grade credit ratings. |
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| Segments | Segments:
The Company's operations consist primarily of retail sales of manufactured and natural stone tiles, setting and maintenance materials, and related accessories in the United States and through its website. The Company's chief operating decision maker only reviews the consolidated results of Company and accordingly the Company has concluded it has one reportable segment. |
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| Advertising costs | Advertising costs:
Advertising costs are charged to expense as incurred. Advertising costs were $2.9 million, $2.1 million, and $2 million , for the years ended December 31, 2012, 2011 and 2010, respectively, and are included in selling, general and administrative expenses in the consolidated statements of income. |
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| Property and equipment | Property and equipment:
Property, equipment and leasehold improvements are recorded at cost. Improvements are capitalized while repairs and maintenance costs are charged to operations when incurred. Property and equipment is depreciated or amortized using the straight-line method over estimated useful lives ranging from three to seven years. Assets purchased under a capital lease are amortized using the straight-line method over the shorter of the lease term or the estimated useful life of the asset. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful life of the asset. The cost and accumulated depreciation of assets sold or otherwise disposed of are removed from the accounts and any gain or loss thereon is included in the results of operations.
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| Debt issuance costs | Debt issuance costs:
The Company has capitalized approximately $594,000 of debt issuance costs during the year ended December 31, 2012. The Company amortizes the debt issuance costs under the effective method over the life of the related debt instrument and includes these costs with other assets on the consolidated balance sheets. Amortization of debt issuance costs of approximately $20,000 for the year ended December 31, 2012 is included in interest expense in the consolidated statements of income. The remaining balance of deferred costs was approximately $574,000 at December 31, 2012. |
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| Accrued warrant liability | Accrued warrant liability:
Outstanding warrants are accounted for as derivative instruments in accordance with the Accounting Standards Codification ("ASC") Subtopic 815-40, Contracts in Entity's Own Equity. As such, changes in the fair value of the warrants are recorded in the statements of income as "Change in fair value of warrant liability." |
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| Leases | Leases:
The Company classifies all leases at the inception date as either a capital lease or an operating lease. Leases of assets under which there is transfer of substantially the entire risk and rewards incidental to ownership as per ASC 840 "Leases" are classified as capital leases. All other leases are classified as operating leases.
Assets under capital leases are capitalized and lease payments are allocated to the lease obligation and interest on the obligation amount.
Rent expense on operating leases is charged to expense in accordance with the terms of the agreement. For leases that contain fixed escalation of the minimum rent, rent expense is recognized on a straight-line basis through the end of the lease term. The start of the lease term is the earlier of the lease commencement date or the date the Company takes possession of the asset. The difference between the straight-line rent amounts and amounts payable under the leases is recorded as deferred rent. |
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| Earnings Per Share: | Earnings Per Share:
Basic earnings per share is calculated by dividing net income (loss) by the weighted-average number of shares outstanding during the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding, after giving effect to all dilutive potential common shares outstanding during the period. Common stock issued to The Tile Shop members in exchange for their direct or indirect ownership interests in The Tile Shop are retroactively reflected from January 1, 2011 as the number of shares outstanding in all periods prior to August 21, 2012 for the purpose of the earnings (loss) per share calculation. The additional shares issued as part of the Business Combination have been reflected as outstanding shares from August 21, 2012. For the three months ended March 31, 2013, diluted net loss per share is identical to basic net loss per share as all potentially dilutive securities have been excluded from the calculation of diluted net loss per common share because the inclusion of such securities would be anti-diultive. For the three months ended March 31, 2012, there were no potentially dilutive securities outstanding.
Potentially dilutive securities include 2,011,500 options, 7,359,018 warrants, and 295,000 restricted shares outstanding as of March 31, 2013. |
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| Self insurance | Self insurance:
The Company is self-insured for certain employee health benefit claims. The Company estimates a liability for aggregate losses below stop-loss coverage limits based on estimates of the ultimate costs to be incurred to settle known claims and claims not reported as of the balance sheet date. The estimated liability is not discounted and is based on a number of assumptions and factors including historical trends, and economic conditions. This liability could be affected if future occurrences and claims differ from these assumptions and historical trends. As of December 31, 2012 and 2011, an accrual of approximately $170,000 and $160,000 related to estimated claims was included in other current liabilities, respectively. |
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| X | ||||||||||
|
- Definition
Accrued Warrant Liability [Policy Text Block] No definition available.
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| X | ||||||||||
|
- Definition
Restricted Stock [Policy Text Block] No definition available.
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| X | ||||||||||
|
- Definition
Self Insurance [Policy Text Block] No definition available.
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Disclosure of accounting policy for advertising costs. For those costs that cannot be capitalized, discloses whether such costs are expensed as incurred or the first period in which the advertising takes place. For direct response advertising costs that are capitalized, describes those assets and the accounting policy used, including a description of the qualifying activity, the types of costs capitalized and the related amortization period. An entity also may disclose its accounting policy for cooperative advertising arrangements. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
Disclosure of accounting policy for basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS). No definition available.
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| X | ||||||||||
|
- Definition
Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
Disclosure of accounting policy for credit risk. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Disclosure of accounting policy for recognition of costs in the period which correspond to the sales and revenue categories presented in the statement of operations. The accounting policy may include the amount and nature of costs incurred, provisions associated with inventories, purchase discounts, freight and other costs included in cost of sales incurred and recorded in the period. This disclosure also includes the nature of costs of sales incurred and recorded in the statement of operations for the period relating to transactions with related parties. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Disclosure of accounting policy for costs incurred to obtain or issue debt, the effects of refinancings, method of amortizing deferred financing costs and original issue discount, and classifications of debt on the balance sheet. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Disclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Disclosure of accounting policy for major classes of inventories, bases of stating inventories (for example, lower of cost or market), methods by which amounts are added and removed from inventory classes (for example, FIFO, LIFO, or average cost), loss recognition on impairment of inventories, and situations in which inventories are stated above cost. If inventory is carried at cost, this disclosure includes the nature of the cost elements included in inventory. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
Disclosure of accounting policy for leasing arrangements (both lessor and lessee). This disclosure may address (1) lease classification (that is, operating versus capital), (2) how the term of a lease is determined (for example, the circumstances in which a renewal option is considered part of the lease term), (3) how rental revenue or expense is recognized for a lease that contains rent escalations, (4) an entity's accounting treatment for deferred rent, including that which arises from lease incentives, rent abatements, rent holidays, or tenant allowances (5) an entity's accounting treatment for contingent rental payments and (6) an entity's policy for reviewing, at least annually, the residual values of sales-type and direct-finance leases. The disclosure also may indicate how the entity accounts for its capital leases, leveraged leases or sale-leaseback transactions. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
Disclosure of accounting policy for reclassifications that affects the comparability of the financial statements. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
Disclosure of accounting policy for property, plant and equipment which may include the basis of such assets, depreciation methods used and estimated useful lives, the entity's capitalization policy, including its accounting treatment for costs incurred for repairs and maintenance activities, whether such asset balances include capitalized interest and the method by which such is calculated, how disposals of such assets are accounted for and how impairment of such assets is assessed and recognized. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
Disclosure of accounting policy for trade and other accounts receivable, and finance, loan and lease receivables, including those classified as held for investment and held for sale. This disclosure may include (1) the basis at which such receivables are carried in the entity's statements of financial position (2) how the level of the valuation allowance for receivables is determined (3) when impairments, charge-offs or recoveries are recognized for such receivables (4) the treatment of origination fees and costs, including the amortization method for net deferred fees or costs (5) the treatment of any premiums or discounts or unearned income (6) the entity's income recognition policies for such receivables, including those that are impaired, past due or placed on nonaccrual status and (7) the treatment of foreclosures or repossessions (8) the nature and amount of any guarantees to repurchase receivables. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
Disclosure of accounting policy for revenue recognition. If the entity has different policies for different types of revenue transactions, the policy for each material type of transaction is generally disclosed. If a sales transaction has multiple element arrangements (for example, delivery of multiple products, services or the rights to use assets) the disclosure may indicate the accounting policy for each unit of accounting as well as how units of accounting are determined and valued. The disclosure may encompass important judgment as to appropriateness of principles related to recognition of revenue. The disclosure also may indicate the entity's treatment of any unearned or deferred revenue that arises from the transaction. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
Disclosure of accounting policy for segment reporting. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
Disclosure of accounting policy for stock option and stock incentive plans. This disclosure may include (1) the types of stock option or incentive plans sponsored by the entity (2) the groups that participate in (or are covered by) each plan (3) significant plan provisions and (4) how stock compensation is measured, and the methodologies and significant assumptions used to determine that measurement. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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|
Business Combination (Tables)
|
3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Mar. 31, 2013
|
Dec. 31, 2012
|
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| Business Combination [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of common stock of the Company issued and outstanding immediately following the consummation of the Business Combination | The number of shares of common stock of the Company issued and outstanding immediately following the consummation of the Business Combination is summarized as follows:
|
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| Schedule of cash flows related to the business combination | The cash flows related to the Business Combination, as reported in the Condensed Consolidated Statement of Cash Flow is summarized as follows:
|
The cash flows related to the business combination, as reported in the Consolidated Statement of Cash Flow is summarized as follows (in thousands):
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| X | ||||||||||
|
- Details
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| X | ||||||||||
|
- Definition
Tabular disclosure of the equity interest issued or issuable in a business acquisition (or series of individually immaterial business acquisitions) planned, initiated, or completed during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
Tabular disclosure of all of the fair values of the purchase price and assets and liabilities acquired in a business combination. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
Summary of Selected Significant Accounting Polices (Tables)
|
3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Mar. 31, 2013
|
Dec. 31, 2012
|
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| Summary of Selected Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Inventories | Inventories comprised of the following as March 31, 2013 and December 31, 2012:
|
Inventories were comprised of the following as December 31, 2012 and December 31, 2011 (in thousands):
|
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| Schedule of Property and Equipment by Estimated Useful Life |
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| Schedule of Basic and Diluted Earnings Per Share |
|
Basic and diluted net income (loss) per share was calculated as follows (in thousands except share and per share data):
|
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| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Tabular disclosure of all information related to any significant acquisition and disposal. Disclosure may include methodology and assumptions, type of asset, asset classification, useful life, useful purpose, acquisition cost, method of acquisition or disposal, depreciation method, gain (loss) on disposal pretax and net of tax, date of acquisition or disposal and restrictions on amount of proceeds from donated assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
Tabular disclosure of an entity's basic and diluted earnings per share calculations. No definition available.
|
| X | ||||||||||
|
- Definition
Tabular disclosure of the carrying amount as of the balance sheet date of merchandise, goods, commodities, or supplies held for future sale or to be used in manufacturing, servicing or production process. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
Property Plant and Equipment (Tables)
|
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Dec. 31, 2012
|
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| Property Plant and Equipment [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Property and Equipment | Property and equipment consisted of the following at December 31 (in thousands):
|
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| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Tabular disclosure of the useful life and salvage value of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
Accrued Liabilities (Tables)
|
3 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Mar. 31, 2013
|
Dec. 31, 2012
|
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| Accrued Liabilities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Accrued Liabilities | Other accrued liabilities consisted of the following at:
|
Accrued liabilities consisted of the following at December 31:
|
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| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Tabular disclosure of the components of accrued liabilities. No definition available.
|
|
Consolidated Term Debt (Tables)
|
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Dec. 31, 2012
|
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| Long-term debt [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Long-Term Debt | Long-term debt consisted of the following at December 31:
|
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| Schedule of Annual Aggregate Maturities of Debt | Approximate annual aggregate maturities of debts are as follows: (thousands)
|
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| Schedule of Capital Lease Obligations | As of December 31, 2012, minimum lease payments under the Company's capital lease obligation were as follows (thousands):
|
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| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Tabular disclosure of future minimum lease payments as of the date of the latest balance sheet presented, in aggregate and for each of the five years succeeding fiscal years, with separate deductions from the total for the amount representing executor costs, including any profit thereon, included in the minimum lease payments and for the amount of the imputed interest necessary to reduce the net minimum lease payments to present value. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Tabular disclosure of the combined aggregate amount of maturities and sinking fund requirements for all long-term borrowings for each of the five years following the date of the latest balance sheet date presented. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
Commitments and Contingencies (Tables)
|
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Dec. 31, 2012
|
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| Commitments and Contingencies [Abstract] | |||||||||||||||||||||||||||||||||||||||||
| Schedule of Future Minimum Payments Under Operating Leases | Annual minimum rentals under non-cancelable operating leases are as follows, for the years ended December 31:
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Tabular disclosure of future minimum payments required in the aggregate and for each of the five succeeding fiscal years for operating leases having initial or remaining noncancelable lease terms in excess of one year and the total minimum rentals to be received in the future under noncancelable subleases as of the balance sheet date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
Equity Incentive Plans (Tables)
|
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Dec. 31, 2012
|
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| Equity Incentive Plans [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Stock Option Assumptions | The assumptions used in the option valuation models are outlined in the following table:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Stock Option Activity | The following table summarizes stock option activity:
|
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| Schedule of Stock Options Outstanding | Options outstanding as of December 31, 2012 are as follows:
|
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| Summary of Warrants Outstanding | The following table sets forth the changes in the number of warrants outstanding:
|
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| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Tabular disclosure of the following for fully vested share options (or share units) and share options expected to vest at the date of the latest statement of financial position: the number, weighted-average exercise price (or conversion ratio), aggregate intrinsic value (except for nonpublic entities), and weighted-average remaining contractual term of options (or share units) outstanding. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Tabular disclosure of the number and weighted-average exercise prices (or conversion ratios) for share options (or share units) that were outstanding at the beginning and end of the year, vested and expected to vest, exercisable or convertible at the end of the year, and the number of share options or share units that were granted, exercised or converted, forfeited, and expired during the year. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Tabular disclosure of the significant assumptions used during the year to estimate the fair value of stock options, including, but not limited to: (a) expected term of share options and similar instruments, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
Income Taxes (Tables)
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12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2012
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| Income Taxes [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Deferred Income Taxes | Components of net deferred income taxes are as follows at December 31:
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| Schedule of Income Tax Benefit (Provision) | The Components of benefit (provision) for income taxes for the year ending 2012 is as follows (thousands):
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| Schedule of Effective Income Tax Reconciliation | The following table reflects the effective income tax rate reconciliation for the years ended December 31, 2012, 2011, and 2010:
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- Details
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| X | ||||||||||
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- Definition
Tabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Tabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Tabular disclosure of the reconciliation using percentage or dollar amounts of the reported amount of income tax expense attributable to continuing operations for the year to the amount of income tax expense that would result from applying domestic federal statutory tax rates to pretax income from continuing operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Supplemental Cash Flows Information (Tables)
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12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2012
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| Supplemental Cash Flow Information [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Supplemental Cash Flow Information |
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- Definition
Tabular disclosure of supplemental cash flow information for the periods presented. No definition available.
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| X | ||||||||||
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- Details
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Quarterly Financial Data (Tables)
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12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2012
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| Quarterly Financial Data [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Quarterly Financial Data | Quarterly results of operations for the years ended December 31 are summarized below (in thousands, except per share amounts):
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- Details
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| X | ||||||||||
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- Definition
Tabular disclosure of the quarterly financial data in the annual financial statements. The disclosure includes financial information for each fiscal quarter for the current and previous year, including revenues, gross profit, income (loss) before extraordinary items and cumulative effect of a change in accounting principle and earnings per share data. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The number of equity interests issued in consideration for the business combination. No definition available.
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| X | ||||||||||
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- Definition
Common Stock Held By Former Shareholders No definition available.
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| X | ||||||||||
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- Definition
The amount of distributions (including debt issuances) paid to a common shareholder or unit-holder by a LLC or LP. No definition available.
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| X | ||||||||||
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- Definition
Pro Forma Weighted Average Shares Outstanding Basic And Diluted No definition available.
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| X | ||||||||||
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- Definition
Amount of cash paid to acquire the entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The acquisition-date fair value of the equity interests of the acquirer, including the number of instruments or interests issued or issuable in consideration for the business combination. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Details
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| X | ||||||||||
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- Definition
Aggregate amount of each class of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The stated principal amount of the debt instrument at time of issuance, which may vary from the carrying amount because of unamortized premium or discount. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The amount of cash distributions paid to a common shareholder or unit-holder by a LLC or LP. No definition available.
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| X | ||||||||||
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- Definition
Amount per share assigned to the consideration received for shares issued. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The equity interest of noncontrolling shareholders, partners or other equity holders in consolidated entity. No definition available.
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| X | ||||||||||
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- Definition
Number of shares issued as consideration for cash. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Business Combination (Schedule of Common Stock after Business Combination) (Details)
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Aug. 21, 2012
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|---|---|
| Number of shares outstanding after Business Combination | |
| JWCAC public shares outstanding prior to the Business Combination | 12,500,000 |
| JWCAC founder shares | 2,034,884 |
| Total JWCAC shares outstanding prior to the Business Combination | 14,534,884 |
| Less: redemption of JWCAC public shares | (5,500,000) |
| Total JWCAC shares outstanding immediately prior to the effective date of the Business Combination | 9,034,884 |
| Common shares issued as consideration to members of The Tile Shop | 32,000,000 |
| Common shares issued to sponsor of JWCAC | 1,500,000 |
| Total common shares outstanding at closing, August 21, 2012 | 42,534,884 |
| X | ||||||||||
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- Definition
Number of shares of common stock outstanding, free-traded shares. No definition available.
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| X | ||||||||||
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- Definition
Number of shares of common stock outstanding, total shares prior to business combination. No definition available.
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| X | ||||||||||
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- Definition
Number of shares of common stock outstanding, existing shares prior to business combination. No definition available.
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| X | ||||||||||
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- Definition
Number of shares of common stock outstanding, founders shares. No definition available.
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| X | ||||||||||
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- Definition
Number of shares of common stock outstanding, shares issued in business combination transaction. No definition available.
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| X | ||||||||||
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- Definition
Number of shares of common stock outstanding, shares issued in private placement. No definition available.
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| X | ||||||||||
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- Definition
Number of shares of common stock outstanding, shares redeemed. No definition available.
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| X | ||||||||||
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- Details
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| X | ||||||||||
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- Definition
Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Business Combination (Schedule of Cash Flows related to Business Combination) (Details) (USD $)
In Thousands, unless otherwise specified |
Dec. 31, 2012
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Aug. 21, 2012
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|---|---|---|
| Cash flows related to the business combination | ||
| Cash in trust at JWCAC | $ 124,950 | |
| Add: proceeds from issue of shares | 15,000 | |
| Less: redemption of JWCAC public shares | (54,960) | |
| Less: cash paid to The Tile Shop members | (75,000) | (75,000) |
| Less: payment of deferred offering cost by JWCAC | (4,588) | |
| Less: payment of transaction expenses | (4,644) | |
| Remaining cash received by the Company in the merger | $ 758 |
| X | ||||||||||
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- Definition
Business Combination Transaction Expenses No definition available.
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| X | ||||||||||
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- Definition
Cash From Share Issuance. No definition available.
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| X | ||||||||||
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- Definition
Cash Impact Of Payment Of Offering Costs. No definition available.
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| X | ||||||||||
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- Definition
Cash Impact Of Share Redemption No definition available.
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| X | ||||||||||
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- Definition
Remaining Cash Received In Business Acquisition No definition available.
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| X | ||||||||||
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- Definition
The amount of cash, securities, or other assets held by a third-party trustee pursuant to the terms of an agreement which assets are available to be used by beneficiaries to that agreement only within the specific terms thereof and which agreement is expected to terminate within one year of the balance sheet date (or operating cycle, if longer) at which time the assets held-in-trust will be released or forfeited. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Amount of cash paid to acquire the entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Details
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Summary of Selected Significant Accounting Polices (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|
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Mar. 31, 2013
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Mar. 31, 2012
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Dec. 31, 2012
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Dec. 31, 2011
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Dec. 31, 2010
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| Significant Accounting Policies [Line Items] | |||||
| Advertising costs | $ 2,900 | $ 2,100 | $ 2,000 | ||
| Debt issuance costs | (594) | ||||
| Amortization of debt issuance cost | 20 | ||||
| Deferred costs | 574 | ||||
| Estimated claims amount | $ 170 | $ 160 | |||
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Minimum [Member]
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| Significant Accounting Policies [Line Items] | |||||
| Property and equipment, estimated useful life | 3 years | ||||
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Maximum [Member]
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| Significant Accounting Policies [Line Items] | |||||
| Property and equipment, estimated useful life | 7 years | ||||
| X | ||||||||||
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- Details
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| X | ||||||||||
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- Definition
Amount charged to advertising expense for the period, which are expenses incurred with the objective of increasing revenue for a specified brand, product or product line. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Amount of noncash expense included in interest expense to issue debt and obtain financing associated with the related debt instruments. Alternate captions include noncash interest expense. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Amount of debt issuance costs (for example, but not limited to, legal, accounting, broker, and regulatory fees). No definition available.
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| X | ||||||||||
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- Definition
Sum of the carrying amounts as of the balance sheet date of deferred costs capitalized at the end of the reporting period that are expected to be charged against earnings within one year or the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Useful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment. No definition available.
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| X | ||||||||||
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- Definition
Carrying amount (including both current and noncurrent portions) of accrued known and estimated losses incurred as of the balance sheet date for which no insurance coverage exists, and for which a claim has been made or is probable of being asserted, typically arising from workmen's compensation-type of incidents and personal injury to nonemployees from accidents on the entity's property. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Summary of Selected Significant Accounting Polices (Schedule of Inventories) (Details) (USD $)
In Thousands, unless otherwise specified |
Mar. 31, 2013
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Dec. 31, 2012
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Dec. 31, 2011
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|---|---|---|---|
| Summary of Selected Significant Accounting Policies [Abstract] | |||
| Finished goods | $ 41,884 | $ 39,353 | $ 38,380 |
| Raw materials | 1,270 | 858 | 1,220 |
| Finished goods in transit | 5,926 | 6,679 | 4,144 |
| Total | $ 49,080 | $ 46,890 | $ 43,744 |
| X | ||||||||||
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- Definition
Inventory Finished Goods In Transit. No definition available.
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| X | ||||||||||
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- Details
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| X | ||||||||||
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- Definition
Amount before last-in first-out (LIFO) and valuation reserves of merchandise or goods held by the entity that are readily available for sale. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Carrying amount (lower of cost or market) as of the balance sheet date of inventories less all valuation and other allowances. Excludes noncurrent inventory balances (expected to remain on hand past one year or one operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Gross amount of unprocessed items to be consumed in the manufacturing or production process. Also includes purchased parts that will be used as components of a finished product. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Details
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| X | ||||||||||
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- Definition
Useful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment. No definition available.
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Summary of Selected Significant Accounting Polices (Narrative) (Details) (USD $)
In Thousands, except Share data, unless otherwise specified |
3 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|
|
Mar. 31, 2013
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Mar. 31, 2012
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Dec. 31, 2012
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Dec. 31, 2011
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Dec. 31, 2010
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| Class of Stock [Line Items] | |||||
| Tax expense on income before income taxes | $ 4,264 | $ 248 | $ (2,002) | $ 733 | $ 609 |
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Stock Options [Member]
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| Class of Stock [Line Items] | |||||
| Potentially dilutive securities | 2,011,500 | ||||
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Warrant [Member]
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| Class of Stock [Line Items] | |||||
| Potentially dilutive securities | 7,359,018 | ||||
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Restricted Stock [Member]
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| Class of Stock [Line Items] | |||||
| Potentially dilutive securities | 295,000 | ||||
| X | ||||||||||
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- Definition
Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Details
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| X | ||||||||||
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- Definition
The sum of the current income tax expense or benefit and the deferred income tax expense or benefit pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Summary of Selected Significant Accounting Polices (Schedule of Earnings Per Share) (Details) (USD $)
In Thousands, except Share data, unless otherwise specified |
3 Months Ended | 12 Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Mar. 31, 2013
|
Dec. 31, 2012
|
Sep. 30, 2012
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Jun. 30, 2012
|
Mar. 31, 2012
|
Dec. 31, 2011
|
Sep. 30, 2011
|
Jun. 30, 2011
|
Mar. 31, 2011
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
| Earnings Per Share [Abstract] | ||||||||||||
| Net income | $ (44,717) | $ (35,812) | $ (31,865) | $ 10,657 | $ 10,133 | $ 6,673 | $ 6,602 | $ 9,116 | $ 8,969 | $ (46,887) | $ 31,360 | $ 29,709 |
| Weighted average basic shares outstanding | 44,854,988 | 32,000,000 | ||||||||||
| Effect of diluted securities attributable to stock-based payments | ||||||||||||
| Weighted average diluted shares outstanding | 44,854,988 | 32,000,000 | ||||||||||
| Basic earnings (loss) per share | $ (1.00) | $ 0.32 | ||||||||||
| Diluted earnings per share | $ (1.00) | $ 0.32 | ||||||||||
| X | ||||||||||
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- Details
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| X | ||||||||||
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- Definition
The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The sum of dilutive potential common shares or units used in the calculation of the diluted per-share or per-unit computation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The cumulative amount of depreciation, depletion and amortization (related to property, plant and equipment, but not including land) that has been recognized in the income statement. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The current period expense charged against earnings on long-lived, physical assets not used in production, and which are not intended for resale, to allocate or recognize the cost of such assets over their useful lives; or to record the reduction in book value of an intangible asset over the benefit period of such asset; or to reflect consumption during the period of an asset that is not used in production. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Gross amount of long-lived physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Details
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| X | ||||||||||
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- Definition
Amount, net of accumulated depreciation, depletion and amortization, of long-lived physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
The cumulative amount of depreciation (related to capitalized assets classified as property, plant and equipment not otherwise defined in the taxonomy) that has been recognized in the income statement. No definition available.
|
|
Accrued Liabilities (Details) (USD $)
In Thousands, unless otherwise specified |
Mar. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
|---|---|---|---|
| Accrued Liabilities [Abstract] | |||
| Customer deposits | $ 5,387 | $ 4,080 | $ 2,531 |
| Taxes | 2,134 | 1,490 | 763 |
| Interest payable | 498 | 349 | |
| Special cash distribution units | 277 | ||
| Sales return reserve | 2,700 | 1,815 | 2,359 |
| Total accrued liabilities | $ 10,719 | $ 7,734 | $ 5,930 |
| X | ||||||||||
|
- Definition
Special Cash Distribution Units, Amount Per Year No definition available.
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| X | ||||||||||
|
- Definition
Carrying amount as of the balance sheet date of the unpaid sum of the known and estimated amounts payable to satisfy all currently due domestic and foreign income tax obligations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The current portion of money or property received from customers which is either to be returned upon satisfactory contract completion or applied to customer receivables in accordance with the terms of the contract or the understandings. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Current regulatory liabilities generally represent obligations to make refunds to customers for various reasons including overpayment. No definition available.
|
| X | ||||||||||
|
- Definition
Carrying value as of the balance sheet date of [accrued] interest payable on all forms of debt, including trade payables, that has been incurred and is unpaid. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The percentage points added to the Eurodollar rate to compute the variable rate on the debt instrument. No definition available.
|
| X | ||||||||||
|
- Definition
The percentage points added to the Federal Funds rate to compute the variable rate on the debt instrument. No definition available.
|
| X | ||||||||||
|
- Definition
The amount of the debt instrument subject to conversion. No definition available.
|
| X | ||||||||||
|
- Definition
Line Of Credit Facility Term Loan No definition available.
|
| X | ||||||||||
|
- Definition
The percentage points added to the reference rate to compute the variable rate on the debt instrument. No definition available.
|
| X | ||||||||||
|
- Definition
Including current and noncurrent portions, aggregate carrying amount of long-term borrowings as of the balance sheet date before deducting unamortized discount or premiums (if any). May include notes payable, bonds payable, commercial loans, mortgage loans, convertible debt, subordinated debt and other types of debt, which had initial maturities beyond one year or beyond the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The price per share of the conversion feature embedded in the debt instrument. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The stated principal amount of the debt instrument at time of issuance, which may vary from the carrying amount because of unamortized premium or discount. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Interest rate stated in the contractual debt agreement. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
When presenting a range of interest rates, the highest stated (contractual) rate for funds borrowed under the debt agreement as of the balance sheet date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Amount borrowed under the credit facility as of the balance sheet date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Maximum borrowing capacity under the credit facility without consideration of any current restrictions on the amount that could be borrowed or the amounts currently outstanding under the facility. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount of the required periodic payment applied to principal. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Interest rate stated in the contractual debt agreement. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Date when the debt instrument is scheduled to be fully repaid, in CCYY-MM-DD format. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount of current borrowing capacity under the credit facility considering any current restrictions on the amount that could be borrowed (for example, borrowings may be limited by the amount of current assets), but without considering any amounts currently outstanding under the facility. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Carrying amount of long-term debt, net of unamortized discount or premium, including current and noncurrent amounts. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Carrying amount of long-term debt, net of unamortized discount or premium, scheduled to be repaid within one year or the normal operating cycle, if longer. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Carrying amount of long-term debt, net of unamortized discount or premium, excluding amounts to be repaid within one year or the normal operating cycle, if longer (current maturities). Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The interest rate applicable to the portion of the carrying amount of long-term borrowings outstanding as of the balance sheet date, including current maturities, which accrues interest at a rate subject to change from time to time. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Carrying value of the current portion of notes payable which were initially due after one year or beyond the normal operating cycle, if longer, and which are not otherwise defined in the taxonomy. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash outflow for a borrowing supported by a written promise to pay an obligation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Carrying value as of the balance sheet date of the portion of long-term, collateralized debt obligations due within one year or the operating cycle, if longer. Such obligations include mortgage loans, chattel loans, and any other borrowings secured by assets of the borrower. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
Long-term Debt (Schedule of Annual Aggregate Maturities) (Details) (USD $)
In Thousands, unless otherwise specified |
Dec. 31, 2012
|
Dec. 31, 2011
|
|---|---|---|
| Long-term debt [Abstract] | ||
| 2013 | $ 3,860 | |
| 2014 | 3,590 | |
| 2015 | 3,595 | |
| 2016 | 3,595 | |
| 2017 | 3,600 | |
| Thereafter | 54,930 | |
| Debt obligations, net of current portion | $ 73,170 | $ 3,004 |
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Amount of long-term debt, sinking fund requirements, and other securities redeemable at fixed or determinable prices and dates maturing after the fifth fiscal year following the latest fiscal year. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount of long-term debt, sinking fund requirements, and other securities redeemable at fixed or determinable prices and dates maturing in the next fiscal year following the latest fiscal year. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount of long-term debt, sinking fund requirements, and other securities redeemable at fixed or determinable prices and dates maturing in the fifth fiscal year following the latest fiscal year. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount of long-term debt, sinking fund requirements, and other securities redeemable at fixed or determinable prices and dates maturing in the fourth fiscal year following the latest fiscal year. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount of long-term debt, sinking fund requirements, and other securities redeemable at fixed or determinable prices and dates maturing in the third fiscal year following the latest fiscal year. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount of long-term debt, sinking fund requirements, and other securities redeemable at fixed or determinable prices and dates maturing in the second fiscal year following the latest fiscal year. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Carrying amount of long-term debt, net of unamortized discount or premium, excluding amounts to be repaid within one year or the normal operating cycle, if longer (current maturities). Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
Long-term Debt (Schedule of Future Minimum Lease Payments) (Details) (USD $)
In Thousands, unless otherwise specified |
Dec. 31, 2012
|
|---|---|
| Long-term debt [Abstract] | |
| 2013 | $ 472 |
| 2014 | 472 |
| 2015 | 418 |
| 2016 | 217 |
| 2017 | 211 |
| Thereafter | 952 |
| Less: amounts representing interest | (1,088) |
| Present value of future minimum lease payments | 1,654 |
| Less: current portion | 234 |
| Capital lease obligations, net of current portion | $ 1,420 |
| X | ||||||||||
|
- Definition
Amount of minimum lease payments maturing in the next fiscal year following the latest fiscal year for capital leases. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount of minimum lease payments maturing in the fifth fiscal year following the latest fiscal year for capital leases. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount of minimum lease payments maturing in the forth fiscal year following the latest fiscal year for capital leases. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount of minimum lease payments maturing in the third fiscal year following the latest fiscal year for capital leases. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount of minimum lease payments maturing in the second fiscal year following the latest fiscal year for capital leases. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount of minimum lease payments maturing after the fifth fiscal year following the latest fiscal year for capital leases. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount necessary to reduce net minimum lease payments to present value for capital leases. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount of minimum lease payments for capital leases net of executory costs, which include amounts paid by the lessee to the lessor for insurance, maintenance and taxes. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Present value of minimum lease payments for capital leases net of executory costs, including amounts paid by the lessee to the lessor for insurance, maintenance and taxes. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount of minimum lease payments to be received by the lessor in the next fiscal year following the latest fiscal year for capital leases. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
|
Commitments and Contingencies (Narrative) (Details) (USD $)
In Thousands, unless otherwise specified |
12 Months Ended | ||
|---|---|---|---|
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
| Operating Leases [Line Items] | |||
| Rent expenses | $ 14,000 | $ 11,400 | $ 9,600 |
|
Minimum [Member]
|
|||
| Operating Leases [Line Items] | |||
| Operating lease term | 10 years | ||
|
Maximum [Member]
|
|||
| Operating Leases [Line Items] | |||
| Operating lease term | 15 years | ||
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Operating Lease Term No definition available.
|
| X | ||||||||||
|
- Definition
Rental expense incurred for leased assets including furniture and equipment which has not been recognized in costs and expenses applicable to sales and revenues; for example, cost of goods sold or other operating costs and expenses. No definition available.
|
|
Commitments and Contingencies (Schedule of Minimum Payments on Operating Leases) (Details) (USD $)
In Thousands, unless otherwise specified |
Dec. 31, 2012
|
|---|---|
| Commitments and Contingencies [Abstract] | |
| 2013 | $ 15,716 |
| 2014 | 16,541 |
| 2015 | 16,463 |
| 2016 | 16,455 |
| 2017 | 16,737 |
| Thereafter | 207,550 |
| Total operating leases | $ 289,462 |
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Amount of required minimum rental payments for leases having an initial or remaining non-cancelable letter-terms in excess of one year. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount of required minimum rental payments maturing in the next fiscal year following the latest fiscal year for operating leases having an initial or remaining non-cancelable letter-terms in excess of one year. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount of required minimum rental payments maturing in the fifth fiscal year following the latest fiscal year for operating leases having an initial or remaining non-cancelable letter-terms in excess of one year. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount of required minimum rental payments maturing in the forth fiscal year following the latest fiscal year for operating leases having an initial or remaining non-cancelable letter-terms in excess of one year. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount of required minimum rental payments maturing in the third fiscal year following the latest fiscal year for operating leases having an initial or remaining non-cancelable letter-terms in excess of one year. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount of required minimum rental payments maturing in the second fiscal year following the latest fiscal year for operating leases having an initial or remaining non-cancelable letter-terms in excess of one year. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount of required minimum rental payments maturing after the fifth fiscal year following the latest fiscal year for operating leases having an initial or remaining non-cancelable letter-terms in excess of one year. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
Fair Value of Financial Instruments (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|
|
Mar. 31, 2013
|
Mar. 31, 2012
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
| Fair Value of Financial Instruments [Abstract] | |||||
| Accrued expenses | $ 95,000 | ||||
| Warrant liability | 37,489 | 95,645 | |||
| Change in fair value of warrants | $ (51,845) | $ (82,063) | |||
| X | ||||||||||
|
- Definition
This element represents the portion of the balance sheet assertion valued at fair value by the entity whether such amount is presented as a separate caption or as a parenthetical disclosure. Additionally, this element may be used in connection with the fair value disclosures required in the footnote disclosures to the financial statements. The element may be used in both the balance sheet and disclosure in the same submission. This item represents the amount of accrued expenses as of the balance sheet date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Increase in additional paid in capital due to warrants issued during the period. Includes also the proceeds of debt securities issued with detachable stock purchase warrants that are allocable to the warrants. These warrants qualify for equity classification and provide the holder with a right to purchase stock from the entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Aggregate carrying amount, as of the balance sheet date, of noncurrent obligations not separately disclosed in the balance sheet. Noncurrent liabilities are expected to be paid after one year (or the normal operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
Related Party Transactions (Details) (USD $)
In Thousands, except Share data, unless otherwise specified |
12 Months Ended | 1 Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|---|
|
Dec. 31, 2012
|
Jan. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2012
TS, Inc. [Member]
|
Dec. 31, 2011
TS, Inc. [Member]
|
Jan. 31, 2012
Mr. Krasnow [Member]
|
Jan. 31, 2012
Peter H. Kamin Revocable Trust [Member]
|
Jan. 31, 2012
Family Office Investors LLC [Member]
|
Jan. 31, 2012
Warren Garden [Member]
|
|
| Related Party Transaction [Line Items] | |||||||||
| Common units issued | 129,333 | 646,667 | 25,867 | 19,400 | |||||
| Common units, price per share | $ 7.732 | ||||||||
| Payment amount on special cash distribution units | $ 277 | $ 300 | $ 300 | ||||||
| Special cash distribution, units issued | 3,000,000 | ||||||||
| Principal amount of promissory note | $ 1,205 | $ 263 | |||||||
| X | ||||||||||
|
- Definition
Special Cash Distribution Units, Amount Per Year No definition available.
|
| X | ||||||||||
|
- Definition
Special Cash Distribution Units Issued No definition available.
|
| X | ||||||||||
|
- Definition
This element represents the portion of the balance sheet assertion valued at fair value by the entity whether such amount is presented as a separate caption or as a parenthetical disclosure. Additionally, this element may be used in connection with the fair value disclosures required in the footnote disclosures to the financial statements. The element may be used in both the balance sheet and disclosure in the same submission. This item represents notes payable as of the balance sheet date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Per share amount received by subsidiary or equity investee for each share of common stock issued or sold in the stock transaction. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Number of shares of stock issued during the period that is attributable to transactions involving issuance of stock not separately disclosed. No definition available.
|
|
Warrants (Details) (USD $)
|
1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
|---|---|---|---|---|---|---|---|
|
Apr. 30, 2013
|
Mar. 31, 2013
|
Mar. 31, 2012
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
Aug. 21, 2012
|
|
| Warrants [Abstract] | |||||||
| Warrants to purchase shares of common stock outstanding | 7,359,018 | 17,485,495 | 5,500,000 | ||||
| Exercise price of outstanding warrants | 20.98 | 11.50 | (11.50) | ||||
| Warrant expiration date | May 12, 2013 | Aug. 21, 2017 | |||||
| Warrants exercised | 3,240,005 | 3,926,377 | (347,938) | ||||
| Proceeds from exercise of warrants | $ 37,200,000 | $ 41,821,000 | $ 4,001,000 | ||||
| Subscription receivable | 3,332,240 | ||||||
| Number of shares covered by option | 2,619,996 | ||||||
| Warrants exercised for cashless basis | 4,119,013 | 932,043 | |||||
| Number of outstanding warrants purchased in private transactions | 3,580,004 | ||||||
| Fair value of warrants | 30,100,000 | ||||||
| Warrants reclassified from liability to equity | 45,158,194 | ||||||
| Warrants reclassified from liability to equity, shares | 7,359,018 | 13,559,865 | |||||
| Warrant redemption price | $ 0.01 | ||||||
| Warrant liability | $ 37,489,000 | $ 95,645,000 | |||||
| X | ||||||||||
|
- Definition
Expiration date of warrants held. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The number of outstanding warrants purchased in private transactions. No definition available.
|
| X | ||||||||||
|
- Definition
Warrant redemption, price per share. No definition available.
|
| X | ||||||||||
|
- Definition
Warrants Exercised For Cashless Basis No definition available.
|
| X | ||||||||||
|
- Definition
Warrants Reclassified From Liability To Equity No definition available.
|
| X | ||||||||||
|
- Definition
The amount of warrants that were reclassified from liability to equity. No definition available.
|
| X | ||||||||||
|
- Definition
The exercise price of each class of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Aggregate amount of each class of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The number of warrants issued in exchange for the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Aggregate carrying amount, as of the balance sheet date, of noncurrent obligations not separately disclosed in the balance sheet. Noncurrent liabilities are expected to be paid after one year (or the normal operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The carrying amount of other receivables, net, due within one year of the balance sheet date (or one operating cycle, if longer) from third parties or arising from transactions not separately disclosed. No definition available.
|
| X | ||||||||||
|
- Definition
The cash inflow associated with the amount received from holders exercising their stock warrants. No definition available.
|
| X | ||||||||||
|
- Definition
Number of non-option equity instruments exercised by participants. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Value of outstanding derivative securities that permit the holder the right to purchase securities (usually equity) from the issuer at a specified price. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
Earnings Per Share (Details) (USD $)
In Thousands, except Share data, unless otherwise specified |
3 Months Ended | 12 Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Mar. 31, 2013
|
Dec. 31, 2012
|
Sep. 30, 2012
|
Jun. 30, 2012
|
Mar. 31, 2012
|
Dec. 31, 2011
|
Sep. 30, 2011
|
Jun. 30, 2011
|
Mar. 31, 2011
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
| Earnings Per Share [Abstract] | ||||||||||||
| Net income | $ (44,717) | $ (35,812) | $ (31,865) | $ 10,657 | $ 10,133 | $ 6,673 | $ 6,602 | $ 9,116 | $ 8,969 | $ (46,887) | $ 31,360 | $ 29,709 |
| Weighted-average shares outstanding - basic and diluted | 44,854,988 | 32,000,000 | 35,837,609 | 32,261,168 | 32,329,897 | |||||||
| Basic and diluted earnings (loss) per share | $ (1.00) | $ (0.84) | $ (0.87) | $ 0.33 | $ 0.32 | $ 0.21 | $ 0.21 | $ 0.28 | $ 0.28 | $ (1.31) | $ 0.97 | $ 0.92 |
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The amount of net income or loss for the period per each share in instances when basic and diluted earnings per share are the same amount and reported as a single line item on the face of the financial statements. Basic earnings per share is the amount of net income or loss for the period per each share of common stock or unit outstanding during the reporting period. Diluted earnings per share includes the amount of net income or loss for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period. No definition available.
|
| X | ||||||||||
|
- Definition
The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Average number of shares or units issued and outstanding that are used in calculating basic and diluted earnings per share (EPS). No definition available.
|
|
Equity Incentive Plans (Narrative) (Details) (USD $)
|
1 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Apr. 30, 2013
|
Mar. 31, 2013
|
Mar. 31, 2012
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
Dec. 31, 2012
Minimum [Member]
|
Dec. 31, 2012
Maximum [Member]
|
Dec. 31, 2012
Stock Options [Member]
|
Dec. 31, 2011
Stock Options [Member]
|
Dec. 31, 2010
Stock Options [Member]
|
Dec. 31, 2012
Stock Options [Member]
Contingent Events [Member]
|
Dec. 31, 2012
Stock Options [Member]
Time-Based Vesting [Member]
|
Dec. 31, 2012
Stock Options [Member]
Black-Scholes Model [Member]
|
Dec. 31, 2012
Stock Options [Member]
Monte Carlo Simulation [Member]
|
Mar. 31, 2013
Restricted Stock Units [Member]
|
Mar. 31, 2012
Restricted Stock Units [Member]
|
Dec. 31, 2012
Restricted Stock Units [Member]
|
Aug. 21, 2012
Restricted Stock Units [Member]
Executive Officer [Member]
|
Aug. 21, 2012
Restricted Stock Units [Member]
Director [Member]
|
Dec. 31, 2012
Warrants [Member]
|
Mar. 31, 2013
2006 Plan [Member]
|
Mar. 31, 2012
2006 Plan [Member]
|
Dec. 31, 2012
2006 Plan [Member]
Tranche 1 [Member]
|
Dec. 31, 2012
2006 Plan [Member]
Tranche 2 [Member]
|
Jan. 31, 2009
2006 Plan [Member]
Participation Units [Member]
|
May 25, 2007
2006 Plan [Member]
Participation Units [Member]
|
Jun. 30, 2006
2006 Plan [Member]
Participation Units [Member]
|
Dec. 31, 2012
2006 Plan [Member]
Participation Units [Member]
|
Dec. 31, 2011
2006 Plan [Member]
Participation Units [Member]
|
Dec. 31, 2010
2006 Plan [Member]
Participation Units [Member]
|
Jan. 31, 2012
January 2012 Plan [Member]
Restricted Stock Units [Member]
|
Dec. 31, 2012
January 2012 Plan [Member]
Restricted Stock Units [Member]
|
Dec. 31, 2012
2012 Plan [Member]
|
|
| Equity Incentive Plan | ||||||||||||||||||||||||||||||||||
| Service period | 15 years | 15 years | 10 years | |||||||||||||||||||||||||||||||
| Units granted | 250,000 | 45,000 | 200,000 | 200,000 | 600,000 | 233,500 | ||||||||||||||||||||||||||||
| Granted, FMV per unit | $ 11 | $ 11 | $ 3.1725 | $ 2.1245 | $ 1.203 | |||||||||||||||||||||||||||||
| Deferred compensation expense | $ 1,160,000 | $ 3,897,000 | $ 1,415,000 | $ 450,000 | $ 0 | $ 1,200,000 | $ 3,300,000 | $ 2,200,000 | $ 500,000 | $ 500,000 | ||||||||||||||||||||||||
| Deferred compensation liability | 6,171,000 | 6,171,000 | 6,000,000 | 6,000,000 | ||||||||||||||||||||||||||||||
| Vesting period | 4 years | |||||||||||||||||||||||||||||||||
| Recapture amount | 300,000,000 | |||||||||||||||||||||||||||||||||
| Common stock initially reserved for issuance | 2,500,000 | |||||||||||||||||||||||||||||||||
| Potential annual increase in shares reserved | 2,500,000 | |||||||||||||||||||||||||||||||||
| Potential annual increase in shares reserved, as a percent of shares outstanding | 6.00% | |||||||||||||||||||||||||||||||||
| Options granted | 1,777,500 | |||||||||||||||||||||||||||||||||
| Assumed stock price appreciation | 20.00% | |||||||||||||||||||||||||||||||||
| Option vesting description | two-thirds of the total grant vests 25 percent on each anniversary of the grant date for four years | one-third of the total grant vests 25 percent on each anniversary of the grant date, based both on the appreciation in the price of the Company's common stock by 20% annually | ||||||||||||||||||||||||||||||||
| Options expected term | 5 years 6 months | 7 years | 9 years 7 months 20 days | |||||||||||||||||||||||||||||||
| Stock based compensation | 800,000 | 0 | 1,300,000 | 0 | 0 | 300,000 | 0 | 500,000 | 600,000 | |||||||||||||||||||||||||
| Unrecognized stock compensation related to unvested options | 7,800,000 | 2,000,000 | 5,700,000 | 2,800,000 | ||||||||||||||||||||||||||||||
| Unrecognized stock-based compensation expense, weighted-average recognition period | 3 years 2 months 24 days | 4 years 7 months 14 days | ||||||||||||||||||||||||||||||||
| Weighted average grant-date fair value of options | $ 5.19 | $ 5.56 | $ 4.46 | |||||||||||||||||||||||||||||||
| Weighted average exercise price of options outstanding | $ 11.07 | $ 10.10 | $ 11.50 | |||||||||||||||||||||||||||||||
| Stock price | $ 16.83 | $ 16.83 | ||||||||||||||||||||||||||||||||
| Options outstanding | 1,992,000 | 1,751,000 | 1,751,000 | 295,000 | 295,000 | 17,833,333 | ||||||||||||||||||||||||||||
| Intrinsic value of options outstanding | 11,900,000 | 5,000,000 | ||||||||||||||||||||||||||||||||
| Total fair value of shares vested | 0 | |||||||||||||||||||||||||||||||||
| Fair value of options granted | $ 3,300,000 | |||||||||||||||||||||||||||||||||
| Options exercisable | 17,485,495 | |||||||||||||||||||||||||||||||||
| Weighted average exercise price of exercisable options | $ 11.50 | |||||||||||||||||||||||||||||||||
| Vested during the year | 1,640,000 | |||||||||||||||||||||||||||||||||
| Vested during the year, Weighted Average Exercise Price | $ 10.5 | |||||||||||||||||||||||||||||||||
| Options vested, remaining contractual life | 9 years 8 months 7 days | |||||||||||||||||||||||||||||||||
| Price per share basic | $ 0.02 | |||||||||||||||||||||||||||||||||
| Warrant expiration date | May 12, 2013 | Aug. 21, 2017 | Aug. 21, 2017 | |||||||||||||||||||||||||||||||
| X | ||||||||||
|
- Definition
Expiration date of warrants held. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The appreciation in the stock price assumption that is used in valuing an option on its own shares. No definition available.
|
| X | ||||||||||
|
- Definition
Percentage of increase in additional shares authorized for issuance under an established share-based compensation plan. No definition available.
|
| X | ||||||||||
|
- Definition
Share Based Compensation Arrangement By Share Based Payment Award Options Granted In Period Total Fair Value No definition available.
|
| X | ||||||||||
|
- Definition
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding Per Share Basic No definition available.
|
| X | ||||||||||
|
- Definition
Share Based Compensation Arrangement, By Share Based Payment Award, Recapture Amount. No definition available.
|
| X | ||||||||||
|
- Definition
Represents the expense recognized during the period arising from equity-based compensation arrangements (for example, shares of stock, unit, stock options or other equity instruments) with employees, directors and certain consultants qualifying for treatment as employees. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Number of common shares reserved for future issuance related to deferred compensation arrangements with individuals. No definition available.
|
| X | ||||||||||
|
- Definition
The compensation expense recognized during the period pertaining to the deferred compensation arrangement. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Aggregate carrying value as of the balance sheet date of the liabilities for all deferred compensation arrangements payable within one year (or the operating cycle, if longer). Represents currently earned compensation under compensation arrangements that is not actually paid until a later date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Weighted average period over which unrecognized compensation is expected to be recognized for equity-based compensation plans, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Aggregate unrecognized cost of option awards made to employees under a stock option plan or plans, that have yet to vest. No definition available.
|
| X | ||||||||||
|
- Definition
Estimated period over which an employee is required to provide service in exchange for the equity-based payment award, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Period which an employee's right to exercise an award is no longer contingent on satisfaction of either a service condition, market condition or a performance condition, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Description of award terms as to how many shares or portion of an award are no longer contingent on satisfaction of either a service condition, market condition or a performance condition, thereby giving the employee the legal right to convert the award to shares, to sell the shares, and be entitled to the cash proceeds of such sale. For example, vesting may be expressed as being 25 percent of the shares under option on each anniversary of the grant date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The number of grants made during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The weighted average fair value at grant date for nonvested equity-based awards issued during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The total fair value of equity-based awards for which the grantee gained the right during the reporting period, by satisfying service and performance requirements, to receive or retain shares or units, other instruments, or cash in accordance with the terms of the arrangement. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Expected term of share-based compensation awards, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Number of additional shares authorized for issuance under an established share-based compensation plan. No definition available.
|
| X | ||||||||||
|
- Definition
The number of shares into which fully or partially vested stock options outstanding as of the balance sheet date can be currently converted under the option plan. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The weighted-average price as of the balance sheet date at which grantees can acquire the shares reserved for issuance on vested portions of options outstanding and currently exercisable under the stock option plan. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Gross number of share options (or share units) granted during the period. No definition available.
|
| X | ||||||||||
|
- Definition
The weighted average grant-date fair value of options granted during the reporting period as calculated by applying the disclosed option pricing methodology. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount of difference between fair value of the underlying shares reserved for issuance and exercise price of options outstanding. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The number of shares reserved for issuance under stock option agreements awarded under the plan that validly exist and are outstanding as of the balance sheet date, including vested options. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Weighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
As of the balance sheet date, the number of shares into which fully vested and expected to vest stock options outstanding can be converted under the option plan. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
As of the balance sheet date, the weighted-average exercise price for outstanding stock options that are fully vested or expected to vest. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Weighted average remaining contractual term for fully vested and expected to vest options outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Price of a single share of a number of saleable stocks of a company. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
Equity Incentive Plans (Schedule of Fair Value Assumptions) (Details)
|
12 Months Ended |
|---|---|
|
Dec. 31, 2012
|
|
| Equity Incentive Plans [Line Items] | |
| Expected dividend rate | |
|
Minimum [Member]
|
|
| Equity Incentive Plans [Line Items] | |
| Risk-free interest rate | 0.60% |
| Expected life | 5 years 6 months |
| Expected volatility | 38.00% |
|
Maximum [Member]
|
|
| Equity Incentive Plans [Line Items] | |
| Risk-free interest rate | 0.62% |
| Expected life | 7 years |
| Expected volatility | 46.00% |
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The estimated dividend rate (a percentage of the share price) to be paid (expected dividends) to holders of the underlying shares over the option's term. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Expected term of share-based compensation awards, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The estimated measure of the percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The risk-free interest rate assumption that is used in valuing an option on its own shares. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
Equity Incentive Plans (Schedule of Stock Option Activity) (Details) (USD $)
|
12 Months Ended | |
|---|---|---|
|
Dec. 31, 2012
|
Mar. 31, 2013
|
|
| Equity Incentive Plans [Abstract] | ||
| Outstanding at beginning of period | 1,992,000 | |
| Granted | 1,777,500 | |
| Exercised | ||
| Cancelled/Forfeited | (26,500) | |
| Outstanding at end of period | 1,751,000 | 1,992,000 |
| Vested during the year | ||
| Non vested at December 31, 2012 | 1,751,000 | |
| Outstanding at beginning of period, Weighted Average Exercise Price | $ 11.07 | |
| Granted, Weighted Average Exercise Price | $ 10.10 | |
| Exercised, Weighted Average Exercise Price | ||
| Cancelled, Weighted Average Exercise Price | $ 10 | |
| Forfeited, Weighted Average Exercise Price | ||
| Outstanding at end of period, Weighted Average Exercise Price | $ 10.10 | $ 11.07 |
| Vested during the year, Weighted Average Exercise Price | ||
| Non vested at December 31, 2012, Weighted Average Exercise Price | $ 10.10 |
| X | ||||||||||
|
- Definition
Share Based Compensation Arrangement By Share Based Payment Award, Options, Nonvested No definition available.
|
| X | ||||||||||
|
- Definition
Share Based Compensation Arrangement By Share Based Payment Award, Options, Nonvested, Weighted Average Exercise Price No definition available.
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
For presentations that combine terminations, the number of shares under options that were cancelled during the reporting period as a result of occurrence of a terminating event specified in contractual agreements pertaining to the stock option plan or that expired. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Weighted average price of options that were either forfeited or expired. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Gross number of share options (or share units) granted during the period. No definition available.
|
| X | ||||||||||
|
- Definition
The number of shares reserved for issuance under stock option agreements awarded under the plan that validly exist and are outstanding as of the balance sheet date, including vested options. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Weighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
As of the balance sheet date, the number of shares into which fully vested and expected to vest stock options outstanding can be converted under the option plan. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
As of the balance sheet date, the weighted-average exercise price for outstanding stock options that are fully vested or expected to vest. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Weighted average price at which option holders acquired shares when converting their stock options into shares. No definition available.
|
| X | ||||||||||
|
- Definition
Weighted average price at which grantees could have acquired the underlying shares with respect to stock options that were terminated. No definition available.
|
| X | ||||||||||
|
- Definition
Weighted average price at which grantees can acquire the shares reserved for issuance on stock options awarded. No definition available.
|
| X | ||||||||||
|
- Definition
Number of share options (or share units) exercised during the current period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
Equity Incentive Plans (Schedule of Stock Options Outstanding) (Details) (USD $)
|
12 Months Ended |
|---|---|
|
Dec. 31, 2012
|
|
|
10.00 to 13.00 [Member]
|
|
| Equity Incentive Plans [Line Items] | |
| Exercise Prices, minimum | $ 10 |
| Exercise Prices, maximum | $ 13 |
| Number of Options Outstanding | 1,721,000 |
| Weighted Average Exercise Price | $ 10 |
| Weighted Average Remaining Contractual Life (Years) | 9 years 7 months 16 days |
|
13.01 to 16.00 [Member]
|
|
| Equity Incentive Plans [Line Items] | |
| Exercise Prices, minimum | $ 13.01 |
| Exercise Prices, maximum | $ 16 |
| Number of Options Outstanding | 30,000 |
| Weighted Average Exercise Price | $ 15.83 |
| Weighted Average Remaining Contractual Life (Years) | 9 years 11 months 21 days |
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Weighted average exercise price as of the balance sheet date for those equity-based payment arrangements exercisable and outstanding. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Weighted average remaining contractual term of exercisable stock options, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The floor of a customized range of exercise prices for purposes of disclosing shares potentially issuable under outstanding stock option awards on all stock option plans and other required information pertaining to awards in the customized range. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The number of shares reserved for issuance pertaining to the outstanding stock options as of the balance sheet date for all option plans in the customized range of exercise prices. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The ceiling of a customized range of exercise prices for purposes of disclosing shares potentially issuable under outstanding stock option awards on all stock option plans and other required information pertaining to awards in the customized range. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
Equity Incentive Plans (Schedule of Warrants Outstanding) (Details) (USD $)
|
1 Months Ended | 3 Months Ended | 12 Months Ended | |
|---|---|---|---|---|
|
Apr. 30, 2013
|
Mar. 31, 2013
|
Dec. 31, 2012
|
Aug. 21, 2012
|
|
| Equity Incentive Plans [Abstract] | ||||
| Outstanding at December 31, 2011 | 7,359,018 | 17,485,495 | 5,500,000 | |
| Issued in Business Combination | 17,833,333 | |||
| Exercised | 3,240,005 | 3,926,377 | (347,938) | |
| Outstanding at December 31, 2012 | 7,359,018 | 17,485,495 | 5,500,000 | |
| Outstanding at December 31, 2011, Weighted Average Exercise Price | $ 11.50 | |||
| Business Combination, Weighted Average Exercise Price | $ 11.50 | |||
| Exercised, Weighted Average Exercise Price | 20.98 | 11.50 | (11.50) | |
| Outstanding at December 31, 2012, Weighted Average Exercise Price | $ 11.50 |
| X | ||||||||||
|
- Definition
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights Business Combination No definition available.
|
| X | ||||||||||
|
- Definition
Class Of Warrant Or Right, Issued In Business Combination No definition available.
|
| X | ||||||||||
|
- Definition
Class Of Warrant Or Right Outstanding Price Of Warrants Or Rights No definition available.
|
| X | ||||||||||
|
- Definition
The exercise price of each class of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Aggregate amount of each class of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Number of non-option equity instruments exercised by participants. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
Income Taxes (Narrative) (Details) (USD $)
In Thousands, unless otherwise specified |
12 Months Ended | ||
|---|---|---|---|
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
| Income Tax [Line Items] | |||
| Business combination, temporary basis difference in assets | $ (5,900) | ||
| Federal and state income tax rate | 40.00% | ||
| Deferred tax assets | 27,700 | ||
| Deferred tax assets, net | $ 33,600 | ||
| X | ||||||||||
|
- Definition
Business Combination Temporary Basis Difference In Assets No definition available.
|
| X | ||||||||||
|
- Definition
Effective Income Tax Rate Reconciliation At Federal And State Statutory Income Tax Rate No definition available.
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Amount of acquisition cost of a business combination allocated to noncurrent deferred tax assets net of valuation allowance and noncurrent deferred tax liabilities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Gross amount of acquisition cost of a business combination allocated to noncurrent deferred tax assets. No definition available.
|
|
Income Taxes (Schedule of Deferred Income Taxes) (Details) (USD $)
In Thousands, unless otherwise specified |
Mar. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
|---|---|---|---|
| Deferred income tax assets: | |||
| Section 743 carryforward | $ 37,657 | ||
| Deferred compensation accrual | 2,416 | ||
| Leasehold improvement reimbursements | 3,264 | ||
| Inventory | 2,126 | ||
| Other | 1,178 | ||
| Total deferred income tax assets | 46,641 | ||
| Deferred income tax liabilities: | |||
| Stock-based compensation | 824 | ||
| Depreciation | 15,588 | ||
| Total deferred income tax liabilities | 16,412 | ||
| Net deferred income tax assets | 30,229 | ||
| Net deferred income tax assets recorded on the balance sheet: | |||
| Current | 9,364 | 9,364 | |
| Long-term | $ 20,865 |
| X | ||||||||||
|
- Definition
Deferred Tax Assets Tax Deferred Expense Leasehold Improvement Reimbursement No definition available.
|
| X | ||||||||||
|
- Definition
Deferred Tax Liabilities, Depreciation No definition available.
|
| X | ||||||||||
|
- Definition
Deferred Tax Liabilities, Stock Based Compensation No definition available.
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Amount before allocation of valuation allowances of deferred tax liability to taxable temporary differences. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from inventory. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount after allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards, net of deferred tax liability attributable to taxable temporary differences. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount after allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards, net of deferred tax liability attributable to taxable temporary differences expected to be realized or consumed within one year or operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Amount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences not separately disclosed. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from share-based compensation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Details
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| X | ||||||||||
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- Definition
Amount of deferred tax liability attributable to taxable temporary differences, net of deferred tax asset attributable to deductible temporary differences and carryforwards net of valuation allowances expected to be realized or consumed after one year (or the normal operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Income Taxes (Schedule of Income Tax Benefit (Provision) (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|
|
Mar. 31, 2013
|
Mar. 31, 2012
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
| Income Taxes [Abstract] | |||||
| Current, Federal | $ (149) | ||||
| Current, State | (570) | ||||
| Current, Total | (719) | ||||
| Deferred, Federal | 2,381 | ||||
| Deferred, State | 340 | ||||
| Deferred, Total | 2,721 | ||||
| Federal, Total | 2,232 | ||||
| State, Total | 230 | ||||
| Total | $ (4,264) | $ (248) | $ 2,002 | $ (733) | $ (609) |
| X | ||||||||||
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- Definition
The component of income tax expense for the period representing amounts paid or payable (or refundable) as determined by applying the provisions of enacted federal tax law to the domestic taxable Income or Loss from continuing operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The component of income tax expense for the period representing amounts of income taxes paid or payable (or refundable) for the period for all income tax obligations as determined by applying the provisions of relevant enacted tax laws to relevant amounts of taxable Income or Loss from continuing operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The component of income tax expense for the period representing amounts paid or payable (or refundable) as determined by applying the provisions of enacted state and local tax law to relevant amounts of taxable Income or Loss from continuing operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
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- Definition
The component of total income tax expense for the period comprised of the increase (decrease) during the period in the entity's domestic deferred tax assets and liabilities attributable to continuing operations as determined by applying the provisions of the federally enacted tax law. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The change during the period in the entity's deferred tax assets and liabilities attributable to continuing operations as determined by applying enacted tax laws other than federal, domestic, foreign, state or local. Items affecting deferred income taxes and required to be disclosed, but not included elsewhere, would also be designated as "Other"; for example, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity and adjustments to be beginning-of-year balance of a valuation allowance because of a change in circumstance that causes a change in judgment about the realizability of the related deferred tax asset in future periods. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The component of total income tax expense for the period comprised of the increase (decrease) in the entity's state and local deferred tax assets and liabilities attributable to continuing operations as determined by applying the provisions of the applicable enacted tax laws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The sum of domestic current and deferred income tax expense or benefit attributable to continuing operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The sum of the current income tax expense or benefit and the deferred income tax expense or benefit pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The sum of state and local current and deferred income tax expense or benefit attributable to continuing operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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|
Income Taxes (Schedule of Effective Income Tax Reconciliation) (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|
|
Mar. 31, 2013
|
Mar. 31, 2012
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
| Income Taxes [Abstract] | |||||
| Income (loss) from continuing operations before income taxes: | $ (40,453) | $ 10,381 | $ (48,889) | $ 32,093 | $ 30,318 |
| Income tax benefit (provisions) at federal statutory rate (34%) | 16,622 | (10,912) | (10,308) | ||
| Income from entity not subject to tax | 8,561 | 10,912 | 10,308 | ||
| State tax, net of federal tax benefit | 3,450 | ||||
| Change in Warrant liability | (31,734) | ||||
| Minimum state fees before business combination | (534) | (733) | (609) | ||
| Section 743 Step up | 5,900 | ||||
| Stock based compensation | (182) | ||||
| Other | (81) | ||||
| Benefit (provision) for income taxes | $ 2,002 | $ (733) | $ (609) | ||
| Income tax rate | 34.00% | ||||
| X | ||||||||||
|
- Definition
Business Combination Temporary Basis Difference In Assets No definition available.
|
| X | ||||||||||
|
- Definition
Income Tax Reconciliation, Change In Warrant Liability No definition available.
|
| X | ||||||||||
|
- Definition
Income Tax Reconciliation, Minimum State Fees Before Business Combination No definition available.
|
| X | ||||||||||
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- Definition
The domestic federal statutory tax rate applicable under enacted tax laws to the Company's pretax income from continuing operations for the period. The "statutory" tax rate is the regular tax rate if there are alternative tax systems. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Sum of operating profit and nonoperating income or expense before Income or Loss from equity method investments, income taxes, extraordinary items, and noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The sum of the current income tax expense or benefit and the deferred income tax expense or benefit pertaining to pretax Income or Loss from continuing operations; income tax expense or benefit may include interest and penalties on tax uncertainties based on the entity's accounting policy. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The amount of income tax expense or benefit for the period computed by applying the domestic federal statutory tax rates to pretax income from continuing operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The portion of the difference between total income tax expense or benefit as reported in the Income Statement for the period and the expected income tax expense or benefit computed by applying the domestic federal statutory income tax rates to pretax income from continuing operations attributable to differences in the deductibility of incentive stock options and other equity-based compensation costs in accordance with generally accepted accounting principles and enacted tax laws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The portion of the difference, between total income tax expense or benefit as reported in the Income Statement for the year/accounting period and the expected income tax expense or benefit computed by applying the domestic federal statutory income tax rates to pretax income from continuing operations, that is attributable to all other items not otherwise listed in the existing taxonomy. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The portion of the difference, between total income tax expense or benefit as reported in the Income Statement for the period and the expected income tax expense or benefit computed by applying the domestic federal statutory income tax rates to pretax income from continuing operations, that is attributable to state and local income tax expense or benefit. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The portion of the difference between total income tax expense or benefit as reported in the Income Statement for the period and the expected income tax expense or benefit computed by applying the domestic federal statutory income tax rates to pretax income from continuing operations attributable to income that is exempt from income taxes under enacted tax laws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
Retirement Savings Plan (Details) (USD $)
In Thousands, unless otherwise specified |
12 Months Ended | ||
|---|---|---|---|
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
| Retirement Savings Plan [Abstract] | |||
| Contributions by company | $ 280 | $ 10 | $ 217 |
| X | ||||||||||
|
- Definition
The increase in the fair value of plan assets from contributions made by the employer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
|
Supplemental Cash Flows Information (Details) (USD $)
In Thousands, unless otherwise specified |
12 Months Ended | |||
|---|---|---|---|---|
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
Aug. 21, 2012
|
|
| Supplemental Cash Flow Information [Abstract] | ||||
| Cash paid for interest | $ 349 | $ 443 | $ 469 | |
| Cash paid for income taxes | 527 | 527 | 543 | |
| Non cash items | ||||
| Issuance of promissory note as part of business combination | 69,771 | 69,800 | ||
| Increase in accrued expenses and APIC through business combination | 1,662 | |||
| Increase in APIC for transaction costs | (2,490) | |||
| Warrants recorded as a liability as part of business combination | 15,150 | |||
| Reclassification of warrant liability to equity | 1,568 | |||
| Increase in fixed assets through accounts payable | $ 1,516 | $ 100 | ||
| X | ||||||||||
|
- Definition
Increase In Accrued Expenses and APIC through Merger Transaction No definition available.
|
| X | ||||||||||
|
- Definition
Warrant Reclassified To Equity No definition available.
|
| X | ||||||||||
|
- Definition
Warrants Recorded As Liability No definition available.
|
| X | ||||||||||
|
- Definition
Represents increases or decreases in additional paid in capital not separately disclosed. No definition available.
|
| X | ||||||||||
|
- Definition
The stated principal amount of the debt instrument at time of issuance, which may vary from the carrying amount because of unamortized premium or discount. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The amount of cash paid during the current period to foreign, federal, state, and local authorities as taxes on income. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The amount of cash paid for interest during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The amount of fixed assets that an Entity acquires in a noncash (or part noncash) acquisition. Noncash is defined as information about all investing and financing activities of an enterprise during a period that affect recognized assets or liabilities but that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
|
Quarterly Financial Data (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified |
3 Months Ended | 12 Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Mar. 31, 2013
|
Dec. 31, 2012
|
Sep. 30, 2012
|
Jun. 30, 2012
|
Mar. 31, 2012
|
Dec. 31, 2011
|
Sep. 30, 2011
|
Jun. 30, 2011
|
Mar. 31, 2011
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
| Quarterly Financial Data [Abstract] | ||||||||||||
| Net sales | $ 46,187 | $ 44,288 | $ 46,314 | $ 45,861 | $ 37,702 | $ 37,084 | $ 40,056 | $ 37,875 | ||||
| Income from operations | 12,019 | 7,476 | 5,569 | 10,903 | 10,464 | 7,088 | 6,845 | 9,424 | 9,256 | 34,411 | 32,613 | 30,661 |
| Net income (loss) | $ (44,717) | $ (35,812) | $ (31,865) | $ 10,657 | $ 10,133 | $ 6,673 | $ 6,602 | $ 9,116 | $ 8,969 | $ (46,887) | $ 31,360 | $ 29,709 |
| Basic and diluted earnings (loss) per share | $ (1.00) | $ (0.84) | $ (0.87) | $ 0.33 | $ 0.32 | $ 0.21 | $ 0.21 | $ 0.28 | $ 0.28 | $ (1.31) | $ 0.97 | $ 0.92 |
| X | ||||||||||
|
- Definition
The amount of net income or loss for the period per each share in instances when basic and diluted earnings per share are the same amount and reported as a single line item on the face of the financial statements. Basic earnings per share is the amount of net income or loss for the period per each share of common stock or unit outstanding during the reporting period. Diluted earnings per share includes the amount of net income or loss for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period. No definition available.
|
| X | ||||||||||
|
- Definition
The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The net result for the period of deducting operating expenses from operating revenues. No definition available.
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Aggregate revenue recognized during the period (derived from goods sold, services rendered, insurance premiums, or other activities that constitute an entity's earning process). For financial services companies, also includes investment and interest income, and sales and trading gains. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|