Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Aug. 05, 2018 | Sep. 14, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Lovesac Co | |
Entity Central Index Key | 1,701,758 | |
Trading symbol | LOVE | |
Document Type | 10-Q | |
Document Period End Date | Aug. 5, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --02-05 | |
Entity Filer Category | Smaller Reporting Company | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,019 | |
Entity Common Stock, Shares Outstanding | 13,456,644 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Aug. 05, 2018 | Feb. 04, 2018 |
Current Assets | ||
Cash and cash equivalents | $ 48,212,163 | $ 9,175,951 |
Trade accounts receivable | 4,034,273 | 2,805,186 |
Merchandise inventories | 20,239,919 | 11,641,482 |
Prepaid expenses and other current assets | 5,794,464 | 6,062,946 |
Total Current Assets | 78,280,819 | 29,685,565 |
Property and Equipment, Net | 15,714,513 | 11,037,289 |
Other Assets | ||
Goodwill | 143,562 | 143,562 |
Intangible assets, net | 691,283 | 526,370 |
Deferred financing costs, net | 255,583 | 48,149 |
Total Other Assets | 1,090,428 | 718,081 |
Total Assets | 95,085,760 | 41,440,935 |
Current Liabilities | ||
Accounts payable | 15,299,930 | 12,695,954 |
Accrued expenses | 1,738,475 | 784,340 |
Payroll payable | 1,354,069 | 1,454,193 |
Customer deposits | 2,199,619 | 909,236 |
Sales taxes payable | 950,292 | 894,882 |
Line of credit | 405 | |
Total Current Liabilities | 21,542,385 | 16,739,010 |
Deferred Rent | 1,315,115 | 1,063,472 |
Total Liabilities | 22,857,500 | 17,802,482 |
Stockholders' Equity | ||
Preferred Stock $.00001 par value, 10,000,000 shares authorized, no shares issued as of August 5, 2018 and 1,018,600 shares issued as of February 4, 2018. | 26 | |
Common Stock $.00001 par value, 40,000,000 shares authorized and 13,451,644 shares issued as of August 5, 2018, and 6,064,500 shares issued as of February 4, 2018, respectively. | 135 | 61 |
Additional paid-in capital | 141,134,426 | 79,891,819 |
Accumulated deficit | (68,906,301) | (56,253,453) |
Stockholders' Equity | 72,228,260 | 23,638,453 |
Total Liabilities and Stockholders' Equity | $ 95,085,760 | $ 41,440,935 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Aug. 05, 2018 | Feb. 04, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 1,018,600 | |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 13,451,644 | 6,064,500 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Aug. 05, 2018 | Jul. 30, 2017 | Aug. 05, 2018 | Jul. 30, 2017 | |
Income Statement [Abstract] | ||||
Net sales | $ 33,249,012 | $ 20,745,349 | $ 60,017,810 | $ 38,377,588 |
Cost of merchandise sold | 15,410,442 | 9,213,593 | 27,532,067 | 17,757,692 |
Gross profit | 17,838,570 | 11,531,756 | 32,485,743 | 20,619,896 |
Operating expenses | ||||
Selling, general and administrative expenses | 23,899,447 | 13,528,187 | 43,501,738 | 25,456,781 |
Depreciation and amortization | 758,684 | 338,534 | 1,428,829 | 685,642 |
Total operating expenses | 24,658,131 | 13,866,721 | 44,930,567 | 26,142,423 |
Operating loss | (6,819,561) | (2,334,965) | (12,444,824) | (5,522,527) |
Interest expense, net | (435) | (79,342) | (58,420) | (229,088) |
Net loss before taxes | (6,819,996) | (2,414,307) | (12,503,244) | (5,751,615) |
Provision for income taxes | (149,604) | (149,604) | ||
Net loss | $ (6,969,600) | $ (2,414,307) | $ (12,652,848) | $ (5,751,615) |
Net loss per common share: | ||||
Basic and diluted | $ (3.71) | $ (0.45) | $ (5.29) | $ (1.01) |
Weighted average number of common shares outstanding: | ||||
Basic and diluted | 9,077,549 | 6,000,000 | 7,571,377 | 6,000,000 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Aug. 05, 2018 | Jul. 30, 2017 | |
Cash Flows from Operating Activities | ||
Net loss | $ (12,652,848) | $ (5,751,615) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization of property and equipment | 1,350,493 | 573,011 |
Amortization of other intangible assets | 78,336 | 112,631 |
Amortization of deferred financing fees | 84,661 | 72,282 |
Loss on disposal of property and equipment | 6,139 | |
Equity based compensation | 2,334,104 | |
Deferred rent | 251,643 | 139,117 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,229,087) | (799,590) |
Merchandise inventories | (8,598,437) | (3,476,143) |
Prepaid expenses and other current assets | 268,482 | (1,073,893) |
Accounts payable and accrued expenses | 3,521,298 | 1,305,883 |
Customer deposits | 1,290,383 | 115,855 |
Net Cash Used in Operating Activities | (13,294,833) | (8,782,462) |
Cash Flows from Investing Activities | ||
Purchase of property and equipment | (6,033,856) | (2,986,051) |
Payments for patents and trademarks | (243,249) | (103,749) |
Net Cash Used in Investing Activities | (6,277,105) | (3,089,800) |
Cash Flows from Financing Activities | ||
Proceeds from initial public offering, net | 59,168,596 | |
Payments of initial public offering issuance costs | (260,044) | |
Taxes paid for net share settlement of equity awards | (7,902) | |
Proceeds from sale of equity | 12,822,294 | |
Principal payments on note payable | (194,530) | |
Principal paydowns on the line of credit, net | (405) | (835,353) |
Payments of deferred financing costs | (292,095) | (25,000) |
Net Cash Provided by Financing Activities | 58,608,150 | 11,767,411 |
Net Change in Cash and Cash Equivalents | 39,036,212 | (104,851) |
Cash and Cash Equivalents - Beginning | 9,175,951 | 878,696 |
Cash and Cash Equivalents - End | 48,212,163 | 773,845 |
Supplemental Cash Flow Disclosures | ||
Cash paid for interest | $ 38,803 | $ 156,864 |
Basis of Presentation, Operatio
Basis of Presentation, Operations and Liquidity | 6 Months Ended |
Aug. 05, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION, OPERATIONS AND LIQUIDITY | Note 1 – Basis of Presentation, Operations and Liquidity The condensed consolidated balance sheet of The Lovesac Company (the “Company”) as of February 4, 2018, which has been derived from our audited financial statements as of and for the 53 week year ended February 4, 2018, and the accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. Certain information and note disclosures normally included in annual financial statements, prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), have been condensed or omitted pursuant to those rules and regulations. The financial information presented herein, which is not necessarily indicative of results to be expected for the full current fiscal year, reflects all adjustments which, in the opinion of management, are necessary for a fair presentation of the interim unaudited condensed consolidated financial statements. Such adjustments are of a normal, recurring nature. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our audited consolidated financial statements for the fiscal year ended February 4, 2018. Due to the seasonality of the Company’s business, with the majority of our activity occurring in the second half of the fiscal year, the results of operations for the thirteen and twenty-six weeks ended August 5, 2018 and July 30, 2017 are not necessarily indicative of results to be expected for the full fiscal year. The Company was formed in the State of Delaware on January 3, 2017, in connection with a corporate reorganization with SAC Acquisition LLC, a Delaware limited liability company, the predecessor entity to the Company and current majority shareholder of the Company. Pursuant to the terms of the reorganization, which was completed on March 22, 2017, SAC Acquisition LLC assigned, and the Company assumed all rights, title and interest to all assets and liabilities, including the intellectual property that is currently owned by the Company, in exchange for 6,000,000 shares of common stock of the Company. The Company designs and sells foam filled furniture, sectional couches, and related accessories throughout the world. As of August 5, 2018, the Company operated 72 leased retail showrooms located throughout the United States. In addition, the Company operates a retail internet website and does business to business transactions through its wholesale operations principally with Costco. The Company has incurred significant operating losses and used cash in its operating activities since inception. Operating losses have resulted from inadequate sales levels for the cost structure and expenses as a result of expanding into new markets. The Company continues to enter into new retail showrooms in larger markets to increase sales levels and invest in marketing initiatives to increase brand awareness. Of course, there can be no assurance that the anticipated sales levels will be achieved. On June 22, 2018, the board of directors of the Company approved a 1-for-2.5 reverse stock split of its’ shares of common stock at a ratio of 1 for 2.5. The reverse stock split became effective immediately prior to the closing of its’ initial public offering. All stock amounts included in this financial statement have been adjusted to reflect this reverse stock split. On June 27, 2018, the Company held an initial public offering (“IPO”) of 4,025,000 shares at $16.00 per share. Net proceeds to the Company from the offering was approximately $59.2 million after legal and underwriting expenses. The Company believes that based on its current sales and expense levels in fiscal 2019 to date and projections for the next twelve months, that cash from operations, along with the addition of the new credit facility with Wells Fargo Bank, see Note 7, and the proceeds from the initial public offering, the Company will have sufficient working capital to cover operating cash needs through the twelve month period from the financial statement issuance date. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Aug. 05, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | Note 2 – Recent Accounting Pronouncements Except as described below, the Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements. The Company, as an emerging growth company, has elected to use the extended transition period for complying with new or revised financial accounting standards. In August 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2015-14, which defers the effective date of ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) by one year. ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. As a result, ASU 2015-14 is now effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, which for the Company is, fiscal 2020. Earlier application is permitted. The Company is in the process of determining how this update will impact the Company’s consolidated financial statements and the notes thereto going forward. In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842) In March 2016, FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718) In August 2016, FASB issued ASU 2016-15, Statement of Cash Flows: Clarification of Certain Cash Receipts and Cash Payments In July 2017, the FASB issued ASU Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815) |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets, Net | 6 Months Ended |
Aug. 05, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS, NET | Note 3 – Goodwill and Other Intangible Assets, Net In accordance with US GAAP, goodwill is not amortized, but rather tested for impairment at least annually by comparing the estimated fair values to their carrying values. There were no triggering events that occurred during the thirteen and twenty-six weeks ended August 5, 2018 or July 30, 2017 that required the Company to test for impairment. A summary of other intangible assets follows: August 5, 2018 Gross Net Estimated Carrying Accumulated Carrying Life Amount Amortization Amount Patents 10 Years $ 1,246,409 $ (702,879 ) $ 543,530 Trademarks 3 Years 657,252 (541,874 ) 115,378 Other Intangibles 5 Years 839,737 (807,362 ) 32,375 Total $ 2,743,398 $ (2,052,115 ) $ 691,283 February 4, 2018 Gross Net Estimated Carrying Accumulated Carrying Life Amount Amortization Amount Patents 10 Years $ 1,056,604 $ (674,660 ) $ 381,944 Trademarks 3 Years 603,807 (500,763 ) 103,044 Other Intangibles 5 Years 839,738 (798,356 ) 41,382 Total $ 2,500,149 $ (1,973,779 ) $ 526,370 Amortization expense associated with intangible assets subject to amortization is included in depreciation and amortization expense on the accompanying condensed consolidated statements of operations. Amortization expense on other intangible assets was $40,182 and $52,324 for the thirteen weeks and $78,336 and $112,631 for the twenty-six weeks ended August 5, 2018 and July 30, 2017, respectively. As of August 5, 2018, estimated future amortization expense associated with intangible assets subject to amortization is as follows: Remainder of Fiscal 2019 $ 98,159 2020 110,523 2021 90,253 2022 65,562 2023 59,474 Thereafter 267,312 $ 691,283 |
Income Taxes
Income Taxes | 6 Months Ended |
Aug. 05, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | Note 4 – Income Taxes The Company continues to provide a full valuation allowance against its net deferred tax assets due to the uncertainty as to when business conditions will improve sufficiently to enable it to utilize its deferred tax assets. As a result, the Company did not record a federal or state tax benefit on its operating losses for the thirteen and twenty-six weeks ended August 5, 2018 and July 30, 2017. The Company does not anticipate any material adjustments relating to unrecognized tax benefits within the next twelve months; however, the ultimate outcome of tax matters is uncertain and unforeseen results can occur. We had no material interest or penalties during the thirteen and twenty-six weeks ended August 5, 2018 and July 30, 2017, respectively, and we do not anticipate any such items during the next twelve months. Our policy is to record interest and penalties directly related to uncertain tax positions as income tax expense in the condensed consolidated statements of operations. |
Basic and Diluted Net Loss per
Basic and Diluted Net Loss per Common Share | 6 Months Ended |
Aug. 05, 2018 | |
Earnings Per Share [Abstract] | |
BASIC AND DILUTED NET LOSS PER COMMON SHARE | NOTE 5 – Basic and Diluted Net Loss per Common Share The following table presents the calculation of loss per share for the thirteen and twenty-six weeks ended August 5, 2018 and July 30, 2017: For the thirteen weeks ended August 5, July 30, Numerator: Net loss - Basic and diluted $ (6,969,600 ) $ (2,414,307 ) Preferred dividends and deemed dividends (26,731,079 ) (287,032 ) Net loss attributable to common shares (33,700,679 ) (2,701,339 ) Denominator: Weighted average number of common shares for basic and diluted net loss per share 9,077,549 6,000,000 Basic and diluted net loss per share $ (3.71 ) $ (0.45 ) For the twenty-six August 5, July 30, Numerator: Net loss - Basic and diluted $ (12,652,848 ) $ (5,751,615 ) Preferred dividends and deemed dividends (27,424,079 ) (287,032 ) Net loss attributable to common shares (40,076,927 ) (6,038,647 ) Denominator: Weighted average number of common shares for basic and diluted net loss per share 7,571,377 6,000,000 Basic and diluted net loss per share $ (5.29 ) $ (1.01 ) Diluted net loss per common share includes, in periods in which they are dilutive, the effect of those potentially dilutive securities where the average market price of the common stock exceeds the exercise prices for the respective periods. As of August 5, 2018, there were 1,509,044, of potentially dilutive shares including common stock related to restricted stock units of 428,319 and warrants of 1,080,725. As of July 30, 2017, there were no potentially dilutive shares relating to restricted stock units or warrants. These were excluded from the diluted loss per share calculation because the effect of including these potentially dilutive shares was antidilutive. |
Contingency and Related Parties
Contingency and Related Parties | 6 Months Ended |
Aug. 05, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCY AND RELATED PARTIES | Note 6 – Contingency and Related Parties Legal Contingency The Company is involved in various legal proceedings in the ordinary course of business. Management cannot presently predict the outcome of these matters, although management believes, based in part on the advice of counsel, that the ultimate resolution of these matters will not have a materially adverse effect on the Company’s consolidated financial position, results of operations or cash flows. Related Parties Mistral SAC Holdings, LLC (“Mistral”), an owner of the Company, performs management services for the Company under a contractual agreement. Management fees and expenses totaled approximately $100,000 and $200,000 for the thirteen and twenty-six weeks ended August 5, 2018 and $100,000 and $332,000 for the thirteen and twenty-six weeks ended July 30, 2017 respectively, and are included in selling, general and administrative expenses. Monitoring fees related to the IPO were $500,000 for the thirteen and twenty-six weeks ended August 5, 2018 and are included in selling, general and administrative expenses. No monitoring fees were incurred during the thirteen and twenty-six weeks ended July 30, 2017. Amounts payable to Mistral as of August 5, 2018 and February 4, 2018 were $0 and $121,103, respectively, and are included in accounts payable in the accompanying condensed consolidated balance sheets. During the second half of fiscal 2017, the Company engaged Blueport Commerce (“Blueport”), a company in which investment vehicles affiliated with Mistral own equity, to evaluate a transition plan to convert to the Blueport Commerce platform. The Company launched the Blueport Commerce Platform in February 2018. There were $218,270 and $551,543 of fees incurred with Blueport on the conversion of and sales transacted through the Commerce platform during the thirteen and twenty-six weeks ended August 5, 2018, respectively. Transition plan fees of $0 and $82,250 were incurred with Blueport during the thirteen and twenty-six weeks ended July 30, 2017. Amounts payable to Blueport as of August 5, 2018 and February 4, 2018 were $110,502 and $15,235, respectively, and are included in accounts payable and accrued expenses in the accompanying condensed consolidated balance sheets. Satori Capital, LLC (“Satori”), an owner of the Company since April 2017, performs management services for the Company under a contractual agreement. Management fees totaled approximately $25,000 and $50,000 for the thirteen and twenty-six weeks, respectively, for the period ended August 5, 2018, and $43,000 and $51,000 for the thirteen and twenty-six weeks ended July 30, 2017, respectively. Monitoring fees related to the IPO were $125,000 for the thirteen and twenty-six weeks ended August 5, 2018 and there were no monitoring fees in the prior year’s periods. A one-time stock bonus of 50,000 shares of common stock at $14.83, or $741,500, included in equity-based compensation on the accompanying consolidated statement of cashflows, and issued on June 22, 2018, shall be paid to Satori in ten equal installments of 5,000 shares of common stock, with the first installment due on August 31, 2018 and the remainder of the installments due on the last trading day of the month for the next nine months thereafter. All fees and the stock bonus are included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. There were no amounts payable to Satori as of August 5, 2018 and February 4, 2018, respectively. |
Financing Arrangements
Financing Arrangements | 6 Months Ended |
Aug. 05, 2018 | |
Debt Disclosure [Abstract] | |
FINANCING ARRANGEMENTS | Note 7 – Financing Arrangements Note Payable The Company had a one year Note Payable arrangement for $500,000 with American Express Merchant Financing (Amex) that bore interest at 3.5%. Principal and interest payments on this note were made by Amex withholding 6% of the Company’s Amex credit card remittances. The note expired on June 29, 2017 and was paid in full in fiscal 2018. Credit Line The Company had a line of credit with Siena Lending Group, LLC (the “Lender”) to borrow up to $7.0 million, which matured on May 14, 2018. Borrowings were limited to the lesser of 75% of inventory or 85% of the net orderly liquidation value of inventory and may be reduced by certain liabilities of the Company. All amounts outstanding shall bear interest at the base rate, which is defined as the greatest of (i) Prime Rate published by The Wall Street Journal, (ii) Federal Funds Rate plus 0.5% or (iii) 3.25%, plus 3% (7.00% at February 4, 2018). The line was subject to a monthly unused line fee of .75%. The agreement was secured by the first lien on substantially all assets of the Company. In February 2018, the Company paid the outstanding loan balance of $405, an early termination fee of $70,000 and fully amortized the remaining deferred financing fees of $48,149 on its line of credit with Siena Lending Group, LLC. On February 6, 2018, the Company established a line of credit with Wells Fargo Bank, National Association (“Wells”). The Line of credit with Wells allows the Company to borrow up to $25.0 million and will mature in February 2023. Borrowings are limited to 90% of eligible credit card receivables plus 85% of eligible wholesale receivables plus 85% of the net recovery percentage for the eligible inventory multiplied by the value of such eligible inventory of the Company for the period from December 16 of each year until October 14 of the immediately following year, with a seasonal increase to 90% of the net recovery percentage for the period from October 15 of each year until December 15 of such year, seasonal advance rate, minus applicable reserves established by Wells. As of August 5, 2018, the Company’s borrowing availability under the line of credit with Wells Fargo was $10.5 million. The Company may elect that revolving loans bear interest at a rate per annum equal to the base rate plus the applicable margin or the LIBOR rate plus the applicable margin. The applicable margin is based on tier’s relating to the quarterly average excess availability. The tiers range from 2.00% to 2.25%. The loan agreement calls for certain covenants including a timing of the financial statements threshold and a minimum excess availability threshold. On May 3, 2018, the Company elected a one-month revolving loan with a maturity date of June 4, 2018, that bears interest at the LIBOR rate plus the applicable margin for an all-in-rate of 3.1875%. The revolver matured and was paid in full on June 4, 2018. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Aug. 05, 2018 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | Note 8 – Stockholders’ Equity Preferred Stock In fiscal 2018, the Company completed financing transactions with funds and investment vehicles advised by Mistral, Satori and executive management. As part of the transactions the Company received $21,139,845 in cash (net of issuance costs of $1,325,156) in exchange for a total of 2,247 Series A, A-1 and A-2 Preferred Units (preferred stock equivalent of 2,247,000) and warrants to purchase 798,975 shares of common stock, subject to adjustments in the exercise price. The preferred stock carried an annual dividend of 8% compounded and conversion rights dependent upon certain events occurring. The adjustment to exercise price and conversion rights are explained in detail in the Company’s final prospectus (the “Prospectus”), dated June 26, 2018 and filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). In order to eliminate all outstanding preferred stock upon completion of the offering, on April 19, 2018, the Company and the majority holders of each of the Series A Preferred Stock, the Series A-1 Preferred Stock and the Series A-2 Preferred Stock agreed to amend and restate the preferred stock to, among other things, revise the conversion features of the preferred stock to provide that, immediately prior to the closing of an initial public offering, the preferred stock: (1) will accrue an additional amount of dividends equal to the amount of dividends that would have accrued and accumulated through and including the one-year anniversary of the completion of the initial public offering, (2) will, along with the aggregate accrued or accumulated and unpaid dividends thereon, automatically convert into shares of common stock at a price per share equal to the lesser of (a) 70% of the offering price, or (b) the applicable calculation set forth pursuant to the terms of their respective certificates of designation. All outstanding preferred stock totaling $25,645,000, including the additional year of dividends of $2,037,200 and accumulated dividends at 8% through June 29, 2018 of $2,495,704 was converted into 3,287,441 shares of common stock upon completion of the Company’s initial public offering on June 29, 2018. The preferred stock converted to common stock at $9.13 per share resulting in a deemed dividend of $22,601,161 related to the conversion. Common Stock Warrants In fiscal 2018, as noted above, the Company completed financing transactions with funds and investment vehicles advised by Mistral, Satori, and executive management in which the Company originally issued warrants to purchase an aggregate total of $15,979,500 shares of common stock subject to adjustments in the exercise price as defined below. See specific details in the Company’s Prospectus. In consideration for agreeing to amend the outstanding preferred stock to automatically convert immediately prior to the completion of this offering, on April 19, 2018, the Company and a majority of the holders of the warrants issued along with the preferred stock, agreed to amend and restate the warrants to replace the aggregate dollar value of each warrant with a fixed number of warrant shares. In order to prevent dilution of the purchase rights granted under the warrants, the exercise price shall be calculated as follows: I. If, prior to the exercise of the warrant, the Company completes its initial public offering of Common Stock (“Qualified IPO”), the exercise price per warrant share shall, subject to certain provisions, be equal to the purchase price per share of Common Stock in the Qualified IPO; II. If, prior to the exercise of the warrant and prior to a Qualified IPO, the Company completes a third party equity or equity-linked financing with an institutional investor resulting in aggregate gross proceeds to the Company of at least $15,000,000 (a “Qualified Financing”), the exercise price per warrant share shall be equal to the purchase price per share of Common Stock in the Qualified Financing (subject to adjustment); provided, however, that following completion of a Qualified IPO, the exercise price per Warrant Share shall be the lower of the exercise price (the “Qualified Exercise Price”); III. If, prior to exercise of the warrant, the Company has not completed a Qualified IPO or Qualified Financing, the exercise price per warrant share shall be determined based on a valuation of the Company prior to such exercise of $80 million (the “Valuation Exercise Price,” and together with the IPO Exercise Price or the Qualified Exercise Price, as the case may be, the “Exercise Price”); or IV. If there is Qualified Financing subsequent to a previous Qualified Financing and prior to a Qualified IPO, the Exercise Price per warrant share shall be equal to the lesser of the then current Exercise Price immediately prior to such subsequent Qualified Financing and the purchase price or deemed purchase price per share of Common Stock in the subsequent Qualified Financing. As a result of the modification, on April 19, 2018, the Company updated the fair value of the warrants using the assumptions detailed below using a probability-weighted expected return. As the total fair value of the modified warrants was less than the total fair value of the original warrants, there was no financial statement impact during the thirteen weeks ended May 6, 2018. On June 29, 2018, the Company completed a Qualified IPO and the exercise price was adjusted to equal the purchase price per share of common stock of $16.00. The Company computed the value of the warrants with the updated assumptions using the Black-Scholes Model, as described below, and recorded the difference between the fair value of the new warrants compared to the old warrants as a deemed dividend of $1,498,079. There were 281,750 warrants, with a five-year term, issued to Roth Capital Partners, LLC as part of the underwriting agreement in connection with the Company’s initial public offering. These warrants were valued using the Black-Scholes model. The warrants may be exercised at any time following the date of issuance during the period prior to their expiration date. The fair value of each warrant is estimated on the date of grant using the Black-Scholes model. Expected volatilities are based on comparable Companies’ historical volatility, which management believes represents the most accurate basis for estimating expected future volatility under the current circumstances. The risk-free rate is based on the U.S. Treasury yield in effect at the time of the grant. The Black-Scholes model assumptions are noted in the following table: April 19, June 29, June 29, Warrants 798,795 798,795 281,750 Expected volatility 41.4% - 43.7 % 42.0 % 41.3 % Expected dividend yield 0 % 0 % 0 % Expected term(in years) 3.10 3.00 5.00 Risk-free interest rate 1.7% - 2.0 % 2.6 % 2.7 % Exercise price $ 14.80 $ 16.00 $ 19.20 Calculated fair value of warrant $ 3.12 $ 5.00 $ 8.84 Total warrants outstanding as of August 5, 2018, were as follows: Weighted Average Number Average Exercise of Remaining Price Warrants Life Outstanding at February 4, 2018 $ 17.18 930,054 3.24 Warrants Issued 19.05 1,080,725 3.67 Expired and canceled 17.18 (930,054 ) (3.20 ) Warrants Outstanding at August 5, 2018 $ 16.83 1,080,725 3.42 The Company early adopted ASU 2017-11, which addresses the accounting for warrants with down round features that result in the strike price being reduced on the basis of the pricing of future equity offerings, which allowed the Company to account for the warrants issued along with the preferred raise in fiscal 2018 as equity versus a liability. Equity Incentive Plan In October 2017, the Company created the 2017 Equity Incentive Plan (the “Plan”) which provides for Awards in the form of Options, Stock Appreciation rights, Restricted Stock Awards, Restricted Stock Units, Performance shares, Performance Units, Cash-Based Awards and Other Stock-Based Awards. In April 2018, the board of directors of the Company approved an increase in shares of common stock reserved for issuance under the Plan from 420,000 to 604,612 shares of common stock. On May 10, 2018, the Board of Directors approved an increase in shares of common stock reserved for issuance under the Plan from 604,612 to 615,066 shares of common stock. All awards shall be granted within 10 years from the effective date of the Plan. Other than the activity disclosed below relating to Restricted Stock Units, there was no other activity under the Plan for the thirteen weeks ended August 5, 2018 and June 30, 2017. In October 2017, the Company granted 258,000 Restricted Stock Units with a fair value of $2,792,849. As of August 5, 2018, there were 193,500 unvested units outstanding related to this grant. The unit vesting was based on both time and performance. The time vesting units vest twenty-five percent on January 31, 2018, and twenty-five percent on each of the next three anniversaries of that initial vesting date. The performance vesting units vest annually upon the achievement of certain benchmarks. As of August 5, 2018, there were 193,500 unvested units outstanding related to this grant. There were no Restricted Stock Units cancelled, forfeited, or expired during the thirteen and twenty-six weeks ended August 5, 2018 related to these grants. In March 2018, the Company granted 52,504 Restricted Stock Units with a fair value of $568,356. As of August 5, 2018, there were 39,378 unvested units outstanding related to this grant. The unit vesting was based on both time and performance. The time vesting units vest twenty-five percent on May 1, 2018, and twenty-five percent on January 31 st On May 10, 2018, the Company granted 188,917 Restricted Stock Units to certain officers of the Company with a fair value of $2,800,695. The vesting of the restricted stock units is based on both time and performance. The time vesting units vest twenty-five percent on the closing of the offering, and twenty-five percent on January 31, 2019, 2020 and 2021. The performance vesting units vest annually upon the achievement of certain benchmarks. As of August 5, 2018, there were 141,688 unvested units outstanding related to this grant. There were no Restricted Stock Units cancelled, forfeited, or expired during the thirteen and twenty-six weeks ended August 5, 2018 related to these grants. On June 20, 2018, the Company granted to certain non-executive employees of the Company an aggregate of 68,378 restricted stock units, with a fair value of $1,014,046 of which between fifteen and twenty-five percent of the total grant or 14,625 restricted stock units, immediately vested. The vesting of the unvested restricted stock units is based on both time and performance. The time and performance vesting units will vest twenty-five percent on July 1, 2019, and July 2020 and between twenty-five to thirty-five percent on July 1, 2021. The performance vesting units will only vest upon the achievement of certain benchmarks. As of August 5, 2018, there were 53,753 unvested units outstanding related to this grant. There were 277 units forfeited from this grant during the thirteen and twenty-six weeks ended August 5, 2018. A summary of the status of our unvested Restricted Stock Units as of August 5, 2018, and changes during the thirteen and twenty-six weeks then ended, is presented below: Number of shares Weighted average grant date fair value Unvested At February 4, 2018 193,500 $ 10.83 Granted 52,504 10.83 Forfeited - - Vested (13,126 ) 10.83 Unvested at May 6, 2018 232,878 10.83 Granted 257,295 14.83 Forfeited (277 ) 14.83 Vested (61,577 ) 14.83 Unvested at August 5, 2018 428,319 $ 12.69 Stock compensation expense related to the above Restricted Stock Units was $1,297,365 and $1,592,604 for the thirteen and twenty-six weeks ended August 5, 2018. There were no Restricted Stock units granted prior to July 30, 2017. The total unrecognized restricted stock unit compensation cost related to non-vested awards was $2,287,304 as of August 5, 2018 and will be recognized in operations over a weighted average period of 1.78 years. |
Employee Benefit Plan
Employee Benefit Plan | 6 Months Ended |
Aug. 05, 2018 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLAN | Note 9 – Employee Benefit Plan In February 2017, the Company established The Lovesac Company 401(k) Plan (the “401(k) Plan”) with Elective Deferrals beginning May 1, 2017. The Plan calls for Elective Deferral Contributions, Safe Harbor Matching Contributions and Profit Sharing Contributions. All employees of The Lovesac Company (except for union employees and nonresident aliens) will be eligible to participate in the 401(k) Plan as of the day of the month which is coincident with or next follows the date on which they attain age 21 and complete 1 month of service. Participants will be able to contribute up to 100% of their eligible compensation to the 401(k) Plan subject to limitations with the IRS. The employer contributions to the 401(k) Plan were $88,995 and $150,224 for the thirteen and twenty-six weeks ended August 5, 2018, respectively, and $30,655 for the thirteen and twenty-six weeks ended July 30, 2017. |
Segment Information
Segment Information | 6 Months Ended |
Aug. 05, 2018 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | Note 10 – Segment Information We have determined that we operate within a single reporting segment. The chief operating decision maker of the Company is the Chief Executive Officer and President. The Company’s operating segments are aggregated for financial reporting purposes because they are similar in each of the following areas including economic characteristics, class of consumer, nature of products and distribution method and products are a singular group of products which make up over 95% of net sales. Thirteen weeks ended Twenty-six weeks ended August 5, July 30, August 5, July 30, Sactionals $ 25,295,132 $ 15,349,402 $ 43,214,765 $ 28,134,085 Sacs 7,137,560 4,719,173 15,072,300 9,523,277 Other 816,320 676,774 1,730,745 720,226 $ 33,249,012 $ 20,745,349 $ 60,017,810 38,377,588 |
Barter Arrangements
Barter Arrangements | 6 Months Ended |
Aug. 05, 2018 | |
Barter Arrangements | |
BARTER ARRANGEMENTS | Note 11 – Barter Arrangements In fiscal 2018, the Company entered into a bartering arrangement with Icon International, Inc., a vendor, whereas the Company provided inventory in exchange for media credits. During fiscal 2018, the Company exchanged $577,326 of inventory plus the cost of freight for certain media credits. To account for the exchange, the Company recorded the transfer of the inventory asset as a reduction of inventory and an increase to a prepaid media asset, of which $23,104 as of August 5, 2018 and $307,417 as of February 4, 2018, remained and is included in “Prepaid and other current assets” on the accompanying consolidated balance sheet. The Company has $23,104 of unused media credits remaining as of August 5, 2018 that are expected to be used over the next six months. There were no such arrangements in the thirteen or twenty-six weeks ended July 30, 2017. The Company accounts for barter transactions under ASC Topic No. 845 “Nonmonetary Transactions.” Barter transactions with commercial substance are recorded at the estimated fair value of the products exchanged unless the products received have a more readily determinable estimated fair value. The Company did not enter into any additional bartering arrangements during the twenty-six weeks ended August 5, 2018. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Aug. 05, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Note 12 – Subsequent Events The Company has evaluated events and transactions subsequent to August 5, 2018 through the date the consolidated condensed financial statements were issued. |
Goodwill and Other Intangible18
Goodwill and Other Intangible Assets, Net (Tables) | 6 Months Ended |
Aug. 05, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of other intangible assets | August 5, 2018 Gross Net Estimated Carrying Accumulated Carrying Life Amount Amortization Amount Patents 10 Years $ 1,246,409 $ (702,879 ) $ 543,530 Trademarks 3 Years 657,252 (541,874 ) 115,378 Other Intangibles 5 Years 839,737 (807,362 ) 32,375 Total $ 2,743,398 $ (2,052,115 ) $ 691,283 February 4, 2018 Gross Net Estimated Carrying Accumulated Carrying Life Amount Amortization Amount Patents 10 Years $ 1,056,604 $ (674,660 ) $ 381,944 Trademarks 3 Years 603,807 (500,763 ) 103,044 Other Intangibles 5 Years 839,738 (798,356 ) 41,382 Total $ 2,500,149 $ (1,973,779 ) $ 526,370 |
Schedule of estimated future amortization expense associated with intangible assets | Remainder of Fiscal 2019 $ 98,159 2020 110,523 2021 90,253 2022 65,562 2023 59,474 Thereafter 267,312 $ 691,283 |
Basic and Diluted Net Loss pe19
Basic and Diluted Net Loss per Common Share (Tables) | 6 Months Ended |
Aug. 05, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of loss per share | For the thirteen weeks ended August 5, July 30, Numerator: Net loss - Basic and diluted $ (6,969,600 ) $ (2,414,307 ) Preferred dividends and deemed dividends (26,731,079 ) (287,032 ) Net loss attributable to common shares (33,700,679 ) (2,701,339 ) Denominator: Weighted average number of common shares for basic and diluted net loss per share 9,077,549 6,000,000 Basic and diluted net loss per share $ (3.71 ) $ (0.45 ) For the twenty-six August 5, July 30, Numerator: Net loss - Basic and diluted $ (12,652,848 ) $ (5,751,615 ) Preferred dividends and deemed dividends (27,424,079 ) (287,032 ) Net loss attributable to common shares (40,076,927 ) (6,038,647 ) Denominator: Weighted average number of common shares for basic and diluted net loss per share 7,571,377 6,000,000 Basic and diluted net loss per share $ (5.29 ) $ (1.01 ) |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Aug. 05, 2018 | |
Equity [Abstract] | |
Schedule of fair value of probability-weighted assumptions | April 19, June 29, June 29, Warrants 798,795 798,795 281,750 Expected volatility 41.4% - 43.7 % 42.0 % 41.3 % Expected dividend yield 0 % 0 % 0 % Expected term(in years) 3.10 3.00 5.00 Risk-free interest rate 1.7% - 2.0 % 2.6 % 2.7 % Exercise price $ 14.80 $ 16.00 $ 19.20 Calculated fair value of warrant $ 3.12 $ 5.00 $ 8.84 |
Schedule of warrants outstanding | Weighted Average Number Average Exercise of Remaining Price Warrants Life Outstanding at February 4, 2018 $ 17.18 930,054 3.24 Warrants Issued 19.05 1,080,725 3.67 Expired and canceled 17.18 (930,054 ) (3.20 ) Warrants Outstanding at August 5, 2018 $ 16.83 1,080,725 3.42 |
Schedule of unvested restricted stock | Number of shares Weighted average grant date fair value Unvested At February 4, 2018 193,500 $ 10.83 Granted 52,504 10.83 Forfeited - - Vested (13,126 ) 10.83 Unvested at May 6, 2018 232,878 10.83 Granted 257,295 14.83 Forfeited (277 ) 14.83 Vested (61,577 ) 14.83 Unvested at August 5, 2018 428,319 $ 12.69 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Aug. 05, 2018 | |
Segment Reporting [Abstract] | |
Schedule of operating segments | Thirteen weeks ended Twenty-six weeks ended August 5, July 30, August 5, July 30, Sactionals $ 25,295,132 $ 15,349,402 $ 43,214,765 $ 28,134,085 Sacs 7,137,560 4,719,173 15,072,300 9,523,277 Other 816,320 676,774 1,730,745 720,226 $ 33,249,012 $ 20,745,349 $ 60,017,810 $ 38,377,588 |
Basis of Presentation, Operat22
Basis of Presentation, Operations and Liquidity (Details) - $ / shares | 1 Months Ended | 6 Months Ended | |
Jun. 27, 2018 | Jun. 22, 2018 | Aug. 05, 2018 | |
Basis of Presentation, Operations and Liquidity (Textual) | |||
Business acquisition acquired, description | Pursuant to the terms of the reorganization, which was completed on March 22, 2017, SAC Acquisition LLC assigned, and the Company assumed all rights, title and interest to all assets and liabilities, including the intellectual property that is currently owned by the Company, in exchange for 6,000,000 shares of common stock of the Company. | ||
Retail showrooms, description | The Company operated 72 leased retail showrooms located throughout the United States. In addition, the Company operates a retail internet website and does business to business transactions through its wholesale operations principally with Costco. | ||
IPO [Member] | |||
Basis of Presentation, Operations and Liquidity (Textual) | |||
Net proceeds from offering | 59,200,000 | ||
Initial public offering, shares | 4,025,000 | ||
Sale of price per share | $ 16 | ||
Reverse stock split | The board of directors of the Company approved a 1-for-2.5 reverse stock split of its’ shares of common stock at a ratio of 1 for 2.5. |
Goodwill and Other Intangible23
Goodwill and Other Intangible Assets, Net (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Aug. 05, 2018 | Feb. 04, 2018 | |
Gross Carrying Amount | $ 2,743,398 | $ 2,500,149 |
Accumulated Amortization | (2,052,115) | (1,973,779) |
Net Carrying Amount | $ 691,283 | $ 526,370 |
Patents [Member] | ||
Estimated Life | 10 years | 10 years |
Gross Carrying Amount | $ 1,246,409 | $ 1,056,604 |
Accumulated Amortization | (702,879) | (674,660) |
Net Carrying Amount | $ 543,530 | $ 381,944 |
Trademarks [Member] | ||
Estimated Life | 3 years | 3 years |
Gross Carrying Amount | $ 657,252 | $ 603,807 |
Accumulated Amortization | (541,874) | (500,763) |
Net Carrying Amount | $ 115,378 | $ 103,044 |
Other Intangibles [Member] | ||
Estimated Life | 5 years | 5 years |
Gross Carrying Amount | $ 839,738 | $ 839,738 |
Accumulated Amortization | (807,362) | (798,356) |
Net Carrying Amount | $ 32,375 | $ 41,382 |
Goodwill and Other Intangible24
Goodwill and Other Intangible Assets, Net (Details 1) - USD ($) | Aug. 05, 2018 | Feb. 04, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of Fiscal 2019 | $ 98,159 | |
2,020 | 110,523 | |
2,021 | 90,253 | |
2,022 | 65,562 | |
2,023 | 59,474 | |
Thereafter | 267,312 | |
Total | $ 691,283 | $ 526,370 |
Goodwill and Other Intangible25
Goodwill and Other Intangible Assets, Net (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Aug. 05, 2018 | Jul. 30, 2017 | Aug. 05, 2018 | Jul. 30, 2017 | |
Goodwill and Other Intangible Assets, Net (Textual) | ||||
Amortization expense for intangible assets | $ 40,182 | $ 52,324 | $ 78,336 | $ 112,631 |
Basic and Diluted Net Loss pe26
Basic and Diluted Net Loss per Common Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Aug. 05, 2018 | Jul. 30, 2017 | Aug. 05, 2018 | Jul. 30, 2017 | |
Numerator: | ||||
Net loss - Basic and diluted | $ (6,969,600) | $ (2,414,307) | $ (12,652,848) | $ (5,751,615) |
Preferred dividends and deemed dividends | (26,731,079) | (287,032) | (27,424,079) | (287,032) |
Net loss attributable to common shares | $ (33,700,679) | $ (2,701,339) | $ (40,076,927) | $ (6,038,647) |
Denominator: | ||||
Weighted average number of common shares for basic and diluted net loss per share | 9,077,549 | 6,000,000 | 7,571,377 | 6,000,000 |
Basic and diluted net loss per share | $ (3.71) | $ (0.45) | $ (5.29) | $ (1.01) |
Basic and Diluted Net Loss pe27
Basic and Diluted Net Loss per Common Share (Details Textual) | 6 Months Ended |
Aug. 05, 2018shares | |
Basic and Diluted Net Loss per Common Share (Textual) | |
Potentially dilutive shares | 1,509,044 |
Restricted Stock Units [Member] | |
Basic and Diluted Net Loss per Common Share (Textual) | |
Potentially dilutive shares | 428,319 |
Warrants [Member] | |
Basic and Diluted Net Loss per Common Share (Textual) | |
Potentially dilutive shares | 1,080,075 |
Contingency and Related Parti28
Contingency and Related Parties (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jun. 22, 2018 | Aug. 05, 2018 | Jul. 30, 2017 | Aug. 05, 2018 | Jul. 30, 2017 | Feb. 04, 2018 | |
Contingency and Related Parties (Textual) | ||||||
Selling, general and administrative expenses | $ 23,899,447 | $ 13,528,187 | $ 43,501,738 | $ 25,456,781 | ||
Mistral SAC Holdings, LLC [Member] | ||||||
Contingency and Related Parties (Textual) | ||||||
Management fees and expenses | 100,000 | 100,000 | 200,000 | 332,000 | ||
Management fees | 100,000 | 200,000 | ||||
Amounts payable to related parties | 0 | 0 | $ 121,103 | |||
Mistral SAC Holdings, LLC [Member] | IPO [Member] | ||||||
Contingency and Related Parties (Textual) | ||||||
Selling, general and administrative expenses | 50,000 | 500,000 | ||||
Blueport Commerce [Member] | ||||||
Contingency and Related Parties (Textual) | ||||||
Management fees | 218,270 | 0 | 551,543 | 82,250 | ||
Amounts payable to related parties | 110,502 | 110,502 | $ 15,235 | |||
Satori Capital, LLC [Member] | ||||||
Contingency and Related Parties (Textual) | ||||||
Management fees | 25,000 | $ 43,000 | 50,000 | $ 51,000 | ||
Selling, general and administrative expenses | $ 125,000 | $ 125,000 | ||||
Shares of common stock issued | 50,000 | |||||
Shares of common stock per share | $ 14.83 | |||||
Value of common stock issued | $ 741,500 | |||||
Description of stock bonus | A one-time stock bonus of 50,000 shares of common stock at $14.83, or $741,500, included in equity-based compensation on the accompanying consolidated statement of cashflows, and issued on June 22, 2018, shall be paid to Satori in ten equal installments of 5,000 shares of common stock, with the first installment due on August 31, 2018 and the remainder of the installments due on the last trading day of the month for the next nine months thereafter. |
Financing Arrangements (Details
Financing Arrangements (Details) - USD ($) | May 03, 2018 | Feb. 06, 2018 | Aug. 05, 2018 | Jul. 30, 2017 | Feb. 04, 2018 |
Financing Arrangements (Textual) | |||||
Outstanding loan balance paid | $ 405 | $ 835,353 | |||
Deferred financing fees | $ 255,583 | $ 48,149 | |||
Revolving Loan [Member] | |||||
Financing Arrangements (Textual) | |||||
Note payable term | 1 month | ||||
Maturity date | Jun. 4, 2018 | ||||
LIBOR rate margin, description | Bears interest at the LIBOR rate plus the applicable margin for an all-in-rate of 3.1875% | ||||
Revolving Loan [Member] | Minimum [Member] | |||||
Financing Arrangements (Textual) | |||||
LIBOR rate | 2.00% | ||||
Revolving Loan [Member] | Maximum [Member] | |||||
Financing Arrangements (Textual) | |||||
LIBOR rate | 2.25% | ||||
Siena Lending Group, LLC [Member] | |||||
Financing Arrangements (Textual) | |||||
Line of credit with Siena Lending Group, LLC | $ 7,000,000 | ||||
Maturity date | May 14, 2018 | ||||
Line of credit, description | Borrowings were limited to the lesser of 75% of inventory or 85% of the net orderly liquidation value of inventory and may be reduced by certain liabilities of the Company. All amounts outstanding shall bear interest at the base rate, which is defined as the greatest of (i) Prime Rate published by The Wall Street Journal, (ii) Federal Funds Rate plus 0.5% or (iii) 3.25%, plus 3% (7.00% at February 4, 2018).  The line was subject to a monthly unused line fee of .75%. | ||||
Outstanding loan balance paid | $ 405 | ||||
Termination fee | 70,000 | ||||
Deferred financing fees | 48,149 | ||||
Wells Fargo Bank, National Association [Member] | |||||
Financing Arrangements (Textual) | |||||
Line of credit with Siena Lending Group, LLC | $ 25,000,000 | ||||
Maturity date | Feb. 28, 2023 | ||||
Line of credit, description | Borrowings are limited to 90% of eligible credit card receivables plus 85% of eligible wholesale receivables plus 85% of the net recovery percentage for the eligible inventory multiplied by the value of such eligible inventory of the Company for the period from December 16 of each year until October 14 of the immediately following year, with a seasonal increase to 90% of the net recovery percentage for the period from October 15 of each year until December 15 of such year, seasonal advance rate, minus applicable reserves established by Wells. | ||||
Line of credit, borrowing availability | $ 10,500,000 | ||||
American Express Merchant Financing [Member] | |||||
Financing Arrangements (Textual) | |||||
Note payable term | 1 year | ||||
Note payable amount | $ 500,000 | ||||
Note payable interest rate | 3.50% | ||||
Principal and interest percentage of Amex withholding | 6.00% | ||||
Note expired date | Jun. 29, 2017 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Warrants [Member] | 6 Months Ended |
Aug. 05, 2018$ / sharesshares | |
April 19, 2018 [Member] | |
Warrants | shares | 798,795 |
Expected dividend yeild | 0.00% |
Expected term (in years) | 3 years 1 month 6 days |
Exercise price | $ 14.80 |
Calculated fair value of warrant | $ 3.12 |
April 19, 2018 [Member] | Minimum [Member] | |
Expected volatility | 41.40% |
Risk-free interest rate | 1.70% |
April 19, 2018 [Member] | Maximum [Member] | |
Expected volatility | 43.70% |
Risk-free interest rate | 2.00% |
June 29, 2018 [Member] | |
Warrants | shares | 798,795 |
Expected volatility | 42.00% |
Expected dividend yeild | 0.00% |
Expected term (in years) | 3 years |
Risk-free interest rate | 2.60% |
Exercise price | $ 16 |
Calculated fair value of warrant | $ 5 |
June 29, 2018 [Member] | |
Warrants | shares | 281,750 |
Expected volatility | 41.30% |
Expected dividend yeild | 0.00% |
Expected term (in years) | 5 years |
Risk-free interest rate | 2.70% |
Exercise price | $ 19.20 |
Calculated fair value of warrant | $ 8.84 |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - Warrants [Member] | 6 Months Ended |
Aug. 05, 2018$ / sharesshares | |
Average Exercise Price, Outstanding, Beginning | $ / shares | $ 17.18 |
Average Exercise Price, Warrants Issued | $ / shares | 19.05 |
Average Exercise Price, Expired and canceled | $ / shares | 17.18 |
Average Exercise Price, Warrants Outstanding, Ending | $ / shares | $ 16.83 |
Number of warrants, Outstanding, Beginning | shares | 930,054 |
Number of warrants, Warrants issued | shares | 1,080,725 |
Number of warrants, Expired and canceled | shares | (930,054) |
Number of warrants, Warrants Outstanding, Ending | shares | 1,080,725 |
Weighted average remaining contractual life (yrs), Outstanding, Beginning | 3 years 2 months 27 days |
Weighted average remaining contractual life (yrs), Warrants Issued | 3 years 8 months 2 days |
Weighted average remaining contractual life (yrs), Expired and canceled | 3 years 2 months 12 days |
Weighted average remaining contractual life (yrs), Warrants Outstanding, Ending | 3 years 5 months 1 day |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - Restricted stock [Member] - $ / shares | 3 Months Ended | |
Aug. 05, 2018 | May 06, 2018 | |
Number of shares, Unvested, Beginning | 232,878 | 193,500 |
Number of shares, Granted | 257,295 | 52,504 |
Number of shares, Forfeited | (277) | |
Number of shares, Vested | (61,577) | (13,126) |
Number of shares, Unvested, Ending | 428,319 | 232,878 |
Weighted average grant date fair value, Unvested, Beginning | $ 10.83 | $ 10.83 |
Weighted average grant date fair value, Granted | 14.83 | 10.83 |
Weighted average grant date fair value, Forfeited | 14.83 | |
Weighted average grant date fair value, Vested | 14.83 | 1,083 |
Weighted average grant date fair value, Unvested, Ending | $ 12.69 | $ 10.83 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | Jun. 29, 2018 | Jun. 20, 2018 | May 10, 2018 | Mar. 31, 2018 | Oct. 31, 2017 | Aug. 05, 2018 | Aug. 05, 2018 | Jul. 30, 2017 | Apr. 30, 2018 | Feb. 04, 2018 |
Sale of stock, description | (a) 70% of the offering price, or (b) the applicable calculation set forth pursuant to the terms of their respective certificates of designation. | |||||||||
Preferred stock value | $ 26 | |||||||||
Aggregate gross proceeds to IPO | 59,168,596 | |||||||||
Institutional Investor [Member] | ||||||||||
Aggregate gross proceeds to IPO | $ 15,000,000 | |||||||||
IPO [Member] | ||||||||||
Preferred stock equivalent | 3,287,441 | |||||||||
Percentage of dividend | 8.00% | |||||||||
Preferred stock value | $ 25,645,000 | |||||||||
Preferred stock dividends | 2,037,200 | |||||||||
Preferred stock converted value | $ 2,495,704 | |||||||||
Preferred stock converted to common stock per share | $ 9.13 | |||||||||
Deemed dividend | $ 22,601,161 | |||||||||
Warrant [Member] | ||||||||||
Deemed dividend | 1,498,079 | |||||||||
Valuation exercise price | $ 16 | |||||||||
Unvested units [Member] | ||||||||||
Unvested units outstanding related to this grant | 193,500 | 193,500 | ||||||||
Unvested units one [Member] | ||||||||||
Unvested units outstanding related to this grant | 39,378 | 39,378 | ||||||||
2017 Equity Incentive Plan [Member] | Maximum [Member] | ||||||||||
Equity incentive plan shares of common stock | 615,066 | 604,612 | ||||||||
2017 Equity Incentive Plan [Member] | Minimum [Member] | ||||||||||
Equity incentive plan shares of common stock | 604,612 | 420,000 | ||||||||
2017 Equity Incentive Plan [Member] | Restricted Stock [Member] | ||||||||||
Stock compensation expense related to restricted stock units | $ 1,297,368 | $ 1,592,604 | ||||||||
Fair value of restricted stock units | $ 1,014,046 | $ 2,800,695 | $ 2,792,849 | |||||||
Restricted stock units, shares | 68,378 | 188,917 | 258,000 | |||||||
Vesting date, description | Fair value of $1,014,046 of which between fifteen and twenty-five percent of the total grant or 14,625 restricted stock units, immediately vested. The vesting of the unvested restricted stock units is based on both time and performance. The time and performance vesting units will vest twenty-five percent on July 1, 2019, and July 2020 and between twenty-five to thirty-five percent on July 1, 2021. The performance vesting units will only vest upon the achievement of certain benchmarks. As of August 5, 2018, there were 53,753 unvested units outstanding related to this grant. There were 277 units forfeited from this grant during the thirteen and twenty-six weeks ended August 5, 2018. | The vesting of the restricted stock units is based on both time and performance. The time vesting units vest twenty-five percent on the closing of the offering, and twenty-five percent on January 31, 2019, 2020 and 2021. The performance vesting units vest annually upon the achievement of certain benchmarks. As of August 5, 2018, there were 141,688 unvested units outstanding related to this grant. There were no Restricted Stock Units cancelled, forfeited, or expired during the thirteen and twenty-six weeks ended August 5, 2018 related to these grants. | The time vesting units vest twenty-five percent on January 31, 2018, and twenty-five percent on each of the next three anniversaries of that initial vesting date. The performance vesting units vest annually upon the achievement of certain benchmarks. As of August 5, 2018, there were 193,500 unvested units outstanding related to this grant. There were no Restricted Stock Units cancelled, forfeited, or expired during the thirteen and twenty-six weeks ended August 5, 2018 related to these grants. | |||||||
Unrecognized restricted stock unit compensation cost related to non-vested awards | $ 2,287,304 | |||||||||
Restricted stock recognized in operations over weighted average period | 1 year 9 months 11 days | |||||||||
2017 Equity Incentive Plan [Member] | Restricted Stock Units One [Member] | ||||||||||
Fair value of restricted stock units | $ 568,356 | |||||||||
Restricted stock units, shares | 52,504 | |||||||||
Vesting date, description | The time vesting units vest twenty-five percent on May 1, 2018, and twenty-five percent on January 31 st | |||||||||
Fiscal 2018 [Member] | Mistral, Satori, and executive management [Member] | ||||||||||
Purchase aggregate total shares of common stock | 15,979,500 | |||||||||
Fiscal 2018 [Member] | 2,247 Series A, A-1 and A-2 Preferred Units [Member] | Mistral SAC Holdings, LLC [Member] | ||||||||||
Preferred stock equivalent | 2,247,000 | 2,247,000 | ||||||||
Warrants to purchase | 798,975 | |||||||||
Exchange for total shares | 2,247 | 2,247 | ||||||||
Percentage of dividend | 8.00% | |||||||||
Sale of received transactions | $ 21,139,845 | |||||||||
Net of issuance costs | $ 1,325,156 | $ 1,325,156 | ||||||||
Warrant [Member] | ||||||||||
Warrants term | 5 years | |||||||||
Total warrants outstanding | 1,080,725 | 1,080,725 | 930,054 | |||||||
Warrants issued | 281,750 | |||||||||
Valuation exercise price | $ 80,000,000 | $ 80,000,000 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Aug. 05, 2018 | Jul. 30, 2017 | Aug. 05, 2018 | Jul. 30, 2017 | |
Employee Benefit Plan (Textual) | ||||
Contributions plan, percentage | 100.00% | |||
Contributions plan | $ 88,995 | $ 30,655 | $ 150,224 | $ 30,655 |
Segment Information (Details)
Segment Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Aug. 05, 2018 | Jul. 30, 2017 | Aug. 05, 2018 | Jul. 30, 2017 | |
Net Sales | $ 33,249,012 | $ 20,745,349 | $ 60,017,810 | $ 38,377,588 |
Sactionals [Member] | ||||
Net Sales | 25,295,132 | 15,349,402 | 43,214,765 | 28,134,085 |
Sacs [Member] | ||||
Net Sales | 7,137,560 | 4,719,173 | 15,072,300 | 9,523,277 |
Other [Member] | ||||
Net Sales | $ 816,320 | $ 676,774 | $ 1,730,745 | $ 720,226 |
Segment Information (Details Te
Segment Information (Details Textual) | 6 Months Ended |
Aug. 05, 2018 | |
Segment Information (Textual) | |
Operating segments, description | Operating segments are aggregated for financial reporting purposes because they are similar in each of the following areas including economic characteristics, class of consumer, nature of products and distribution method and products are a singular group of products which make up over 95% of net sales. |
Barter Arrangements (Details)
Barter Arrangements (Details) - USD ($) | Aug. 05, 2018 | Feb. 04, 2018 |
Barter Arrangements (Textual) | ||
Inventory | $ 577,326 | |
Prepaid media asset | 23,104 | $ 307,417 |
Unused media credits | $ 23,104 |