Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Oct. 30, 2021 | Dec. 01, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Oct. 30, 2021 | |
Entity Registrant Name | iMedia Brands, Inc. | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-37495 | |
Entity Incorporation, State or Country Code | MN | |
Entity Tax Identification Number | 41-1673770 | |
Entity Address, Address Line One | 6740 Shady Oak Road | |
Entity Address, City or Town | Eden Prairie | |
Entity Address, State or Province | MN | |
Entity Address, Postal Zip Code | 55344-3433 | |
City Area Code | 952 | |
Local Phone Number | 943-6000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0000870826 | |
Current Fiscal Year End Date | --01-29 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 21,560,514 | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | IMBI | |
Security Exchange Name | NASDAQ | |
8.5% Senior Unsecured Notes 2026 [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 8.5% Senior Notes due 2026 | |
Trading Symbol | IMBIL | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Oct. 30, 2021 | Jan. 30, 2021 |
Current assets: | ||
Cash | $ 51,352,000 | $ 15,485,000 |
Restricted Cash | 2,167,500 | 0 |
Accounts receivable, net | 66,948,000 | 61,951,000 |
Inventories | 92,001,000 | 68,715,000 |
Current portion of television broadcast rights, net | 21,349,000 | 19,725,000 |
Prepaid expenses and other | 15,922,000 | 7,853,000 |
Total current assets | 249,740,000 | 173,729,000 |
Property and equipment, net | 44,932,000 | 41,988,000 |
Television broadcast rights, net | 41,865,000 | 7,028,000 |
Intangible assets and goodwill, net | 35,769,000 | 2,359,000 |
Other assets | 13,161,000 | 1,533,000 |
TOTAL ASSETS | 385,467,000 | 226,637,000 |
Current liabilities: | ||
Accounts payable | 62,235,000 | 77,995,000 |
Accrued liabilities | 39,592,000 | 29,509,000 |
Current portion of television broadcast rights obligations | 25,937,000 | 29,173,000 |
Current portion of long term credit facility | 0 | 2,714,000 |
Current portion of operating lease liabilities | 1,046,000 | 462,000 |
Deferred revenue | 541,000 | 213,000 |
Total current liabilities | 129,351,000 | 140,066,000 |
Long term broadcast rights liability | 45,742,000 | 7,358,000 |
Other long term liabilities | 13,403,000 | 1,497,000 |
Long term credit facility | 46,650,000 | 50,666,000 |
8.50% Senior Unsecured Notes | 73,768,000 | 0 |
Total liabilities | 308,914,000 | 199,587,000 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Preferred stock, $0.01 per share par value, 400,000 shares authorized; zero shares issued and outstanding | 0 | 0 |
Common stock, $0.01 per share par value, 29,600,000 shares authorized as of October 30, 2021 and January 30, 2021; 21,560,514 and 13,019,061 shares issued and outstanding as of October 30, 2021 and January 30, 2021 | 213,000 | 130,000 |
Additional paid-in capital | 537,987,000 | 474,375,000 |
Accumulated deficit | (464,424,000) | (447,455,000) |
Accumulated other comprehensive loss | (371,000) | 0 |
Total shareholders' equity | 73,405,000 | 27,050,000 |
Equity of the non-controlling interest | 3,148,000 | 0 |
Total equity | 76,553,000 | 27,050,000 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 385,467,000 | $ 226,637,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Oct. 30, 2021 | Jan. 30, 2021 |
Statement of Financial Position [Abstract] | ||
Interest rate (as a percent) | 8.50% | |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 400,000 | 400,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 29,600,000 | 29,600,000 |
Common stock, shares issued | 21,560,514 | 13,019,061 |
Common stock, shares outstanding | 21,560,514 | 13,019,061 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 30, 2021 | Oct. 31, 2020 | Oct. 30, 2021 | Oct. 31, 2020 | |
Income Statement [Abstract] | ||||
Net sales | $ 130,681,000 | $ 109,025,000 | $ 357,325,000 | $ 329,374,000 |
Cost of sales | 76,260,000 | 68,211,000 | 208,911,000 | 206,711,000 |
Gross profit | 54,421,000 | 40,814,000 | 148,414,000 | 122,663,000 |
Operating expense: | ||||
Distribution and selling | 39,302,000 | 31,490,000 | 108,907,000 | 97,100,000 |
General and administrative | 10,746,000 | 4,687,000 | 24,569,000 | 15,158,000 |
Depreciation and amortization | 9,741,000 | 7,977,000 | 24,727,000 | 16,700,000 |
Restructuring costs | 634,000 | 55,000 | 634,000 | 264,000 |
Total operating expense | 60,423,000 | 44,209,000 | 158,837,000 | 129,222,000 |
Operating loss | (6,002,000) | (3,395,000) | (10,423,000) | (6,559,000) |
Other income (expense): | ||||
Interest income | 85,000 | 1,000 | 124,000 | 2,000 |
Interest expense | (3,551,000) | (1,339,000) | (6,245,000) | (3,920,000) |
Loss on debt extinguishment | (9,000) | (663,000) | ||
Total other expense, net | (3,475,000) | (1,338,000) | (6,784,000) | (3,918,000) |
Loss before income taxes | (9,477,000) | (4,733,000) | (17,207,000) | (10,477,000) |
Income tax provision | (15,000) | (15,000) | (45,000) | (45,000) |
Net loss | (9,492,000) | (4,748,000) | (17,252,000) | (10,522,000) |
Less: Net loss attributable to non-controlling interest | (282,000) | |||
Net loss attributable to shareholders | $ (9,492,000) | $ (4,748,000) | $ (16,970,000) | $ (10,522,000) |
Net loss per common share | $ (0.44) | $ (0.39) | $ (0.91) | $ (1.05) |
Net loss per common share - assuming dilution | $ (0.44) | $ (0.39) | $ (0.91) | $ (1.05) |
Weighted average number of common shares outstanding: | ||||
Basic | 21,503,340 | 12,177,990 | 18,710,658 | 10,000,383 |
Diluted | 21,503,340 | 12,177,990 | 18,710,658 | 10,000,383 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Additional Other Comprehensive Income (Loss) | Equity of Non-controlling Interest | Total |
Stockholders' equity, Beginning balance at Feb. 01, 2020 | $ 82 | $ 452,833 | $ (434,221) | $ 18,694 | ||
Common Stock, Shares, Outstanding period beginning at Feb. 01, 2020 | 8,208,227 | |||||
Net loss | (6,828) | (6,828) | ||||
Common stock issuances pursuant to equity compensation awards | $ 1 | (3) | (2) | |||
Common stock issuances pursuant to equity compensation awards (in shares) | 32,652 | |||||
Share-based payment compensation | 615 | 615 | ||||
Common stock and warrant issuance | $ 7 | 1,418 | 1,425 | |||
Common stock and warrant issuance (in shares) | 731,937 | |||||
Stockholders' equity, ending balance at May. 02, 2020 | $ 90 | 454,863 | (441,049) | 13,904 | ||
Common Stock, Shares, Outstanding period end at May. 02, 2020 | 8,972,816 | |||||
Net loss | 1,054 | 1,054 | ||||
Common stock issuances pursuant to equity compensation awards | $ 1 | (6) | (5) | |||
Common stock issuances pursuant to equity compensation awards (in shares) | 64,456 | |||||
Share-based payment compensation | 108 | 108 | ||||
Common stock and warrant issuance | $ 10 | 2,375 | 2,385 | |||
Common stock and warrant issuance (in shares) | 1,104,377 | |||||
Stockholders' equity, ending balance at Aug. 01, 2020 | $ 101 | 457,340 | (439,995) | 17,446 | ||
Common Stock, Shares, Outstanding period end at Aug. 01, 2020 | 10,141,649 | |||||
Net loss | (4,748) | (4,748) | ||||
Common stock issuances pursuant to equity compensation awards | (1) | $ (1) | ||||
Common stock issuances pursuant to equity compensation awards (in shares) | 313 | |||||
Exercise of warrants | $ 1 | (1) | ||||
Exercise of warrants (in shares) | 114,698 | 114,698 | ||||
Share-based payment compensation | 504 | $ 504 | ||||
Common stock and warrant issuance | $ 28 | 15,805 | 15,833 | |||
Common stock and warrant issuance (in shares) | 2,760,000 | |||||
Stockholders' equity, ending balance at Oct. 31, 2020 | $ 130 | 473,647 | (444,743) | 29,034 | ||
Common Stock, Shares, Outstanding period end at Oct. 31, 2020 | 13,016,660 | |||||
Stockholders' equity, Beginning balance at Jan. 30, 2021 | $ 130 | 474,375 | (447,455) | $ 27,050 | ||
Common Stock, Shares, Outstanding period beginning at Jan. 30, 2021 | 13,019,061 | 13,019,061 | ||||
Net loss | (3,228) | $ (150) | $ (3,378) | |||
Common stock issuances pursuant to equity compensation awards | $ 1 | (262) | (261) | |||
Common stock issuances pursuant to equity compensation awards (in shares) | 76,341 | |||||
Share-based payment compensation | 668 | 668 | ||||
Common stock and warrant issuance | $ 33 | 21,191 | 21,224 | |||
Common stock and warrant issuance (in shares) | 3,289,000 | |||||
Investment of non-controlling interest | 3,430 | 3,430 | ||||
Stockholders' equity, ending balance at May. 01, 2021 | $ 164 | 495,972 | (450,683) | 3,280 | 48,733 | |
Common Stock, Shares, Outstanding period end at May. 01, 2021 | 16,384,402 | |||||
Stockholders' equity, Beginning balance at Jan. 30, 2021 | $ 130 | 474,375 | (447,455) | $ 27,050 | ||
Common Stock, Shares, Outstanding period beginning at Jan. 30, 2021 | 13,019,061 | 13,019,061 | ||||
Stockholders' equity, ending balance at Oct. 30, 2021 | $ 213 | 537,987 | (464,424) | $ (371) | 3,148 | $ 76,553 |
Common Stock, Shares, Outstanding period end at Oct. 30, 2021 | 21,560,514 | 21,560,514 | ||||
Stockholders' equity, Beginning balance at May. 01, 2021 | $ 164 | 495,972 | (450,683) | 3,280 | $ 48,733 | |
Common Stock, Shares, Outstanding period beginning at May. 01, 2021 | 16,384,402 | |||||
Net loss | (4,249) | (132) | (4,381) | |||
Common stock issuances pursuant to equity compensation awards (in shares) | 39,094 | |||||
Share-based payment compensation | 768 | 768 | ||||
Common stock and warrant issuance | $ 48 | 40,095 | 40,143 | |||
Common stock and warrant issuance (in shares) | 4,830,918 | |||||
Stockholders' equity, ending balance at Jul. 31, 2021 | $ 212 | 536,835 | (454,932) | 3,148 | 85,263 | |
Common Stock, Shares, Outstanding period end at Jul. 31, 2021 | 21,254,414 | |||||
Net loss | (9,492) | (9,492) | ||||
Common stock issuances pursuant to equity compensation awards | $ 1 | 67 | 68 | |||
Common stock issuances pursuant to equity compensation awards (in shares) | 306,100 | |||||
Share-based payment compensation | 949 | 949 | ||||
Common stock and warrant issuance | 136 | 136 | ||||
Other Comprehensive Income (loss) | (371) | (371) | ||||
Stockholders' equity, ending balance at Oct. 30, 2021 | $ 213 | $ 537,987 | $ (464,424) | $ (371) | $ 3,148 | $ 76,553 |
Common Stock, Shares, Outstanding period end at Oct. 30, 2021 | 21,560,514 | 21,560,514 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 30, 2021 | Oct. 31, 2020 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (17,252) | $ (10,522) |
Adjustments to reconcile net loss to net cash provided by (used for) operating activities: | ||
Depreciation and amortization | 27,565 | 19,697 |
Share-based payment compensation | 2,385 | 1,227 |
Payments for television broadcast rights | (21,926) | (5,292) |
Amortization of deferred financing costs | 556 | 148 |
Loss on debt extinguishment | 663 | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 3,453 | 10,055 |
Inventories | (17,996) | 7,197 |
Deferred revenue | 10 | 90 |
Prepaid expenses and other | (8,269) | 1,472 |
Accounts payable and accrued liabilities | (18,046) | (14,964) |
Net cash (used for) provided by operating activities | (48,857) | 9,108 |
INVESTING ACTIVITIES: | ||
Property and equipment additions | (7,247) | (3,680) |
Acquisitions | (23,500) | |
Vendor exclusivity deposit | (6,000) | |
Net cash used for investing activities | (36,747) | (3,680) |
FINANCING ACTIVITIES: | ||
Proceeds from issuance of revolving loan | 56,736 | 14,400 |
Proceeds from issuance of common stock and warrants | 61,368 | 20,043 |
Proceeds from issuance of term loan | 28,500 | |
Proceeds from issuance of long term bonds | 80,000 | |
Payments on revolving loan | (77,736) | (28,800) |
Payments on term loan | (12,440) | (2,036) |
Payments for business acquisition | 0 | (238) |
Payments for common stock issuance costs | 0 | (39) |
Payments on finance leases | (70) | (75) |
Payments for restricted stock issuance | (134) | (8) |
Payments for deferred financing costs | (11,180) | |
Payments on sellers note | (1,000) | |
Payments for debt extinguishment costs | (405) | |
Net cash provided by financing activities | 123,639 | 3,247 |
Net increase in cash and restricted cash | 38,035 | 8,675 |
BEGINNING CASH AND RESTRICTED CASH | 15,485 | 10,287 |
ENDING CASH AND RESTRICTED CASH | 53,520 | 18,962 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Interest paid | 3,612 | 3,307 |
Income taxes paid | 62 | 80 |
Television broadcast rights obtained in exchange for liabilities | 55,647 | 30,633 |
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Property and equipment purchases included in accounts payable | 915 | 459 |
Other long term liability issued in exchange for acquired assets | 10,000 | |
Common stock issuance costs included in accrued liabilities | 122 | 361 |
Equipment acquired through finance lease obligations | $ 0 | $ 62 |
General
General | 9 Months Ended |
Oct. 30, 2021 | |
General [Abstract] | |
General | (1) General iMedia Brands, Inc. and its subsidiaries (“we,” “our,” “us,” or the “Company”) is a leading interactive media company capitalizing on the convergence of entertainment, ecommerce, and advertising. The Company owns a growing, global portfolio of Entertainment, Consumer Brands and Media Commerce Services businesses that cross promote and exchange data with each other to optimize the engagement experiences it creates for advertisers and consumers. The Company’s growth strategy revolves around its ability to increase its expertise and scale using interactive video to engage customers within multiple business models and multiple sales channels. The Company believes its growth strategy builds on its core strengths and provides an advantage in these marketplaces. The Company’s entertainment television networks are ShopHQ, ShopBulldogTV, ShopHealthHQ and the newly acquired 123tv. ShopHQ is the Company’s flagship, nationally distributed shopping entertainment network that offers a mix of proprietary, exclusive, and name-brand merchandise in the categories of Jewelry and Watches, Home, Beauty and Health, and Fashion and Accessories, directly to consumers 24 hours a day using engaging interactive video. ShopBulldogTV, which launched in the fourth quarter of fiscal 2019, is a niche television shopping entertainment network that offers male-oriented products and services to men and to women shopping for men. ShopHealthHQ, which launched in the third quarter of fiscal 2020, is a niche television shopping entertainment network that offers women and men products and services focused on health and wellness categories such as physical, mental and spiritual health, financial and motivational wellness, weight management and telehealth medical services. 123tv, which the Company acquired on November 5, 2021 (see Note 17 – “Subsequent Events” for additional information), is the leading German interactive media company, disrupting Germany's TV retailing marketplace with its expertise in proprietary live and automated auctions that emotionally engage customers with 123tv's balanced merchandising mix of compelling products shipped directly to their homes. The Company’s engaging, interactive video programming is distributed primarily in linear television through cable and satellite distribution agreements, agreements with telecommunications companies and arrangements with over-the-air broadcast television stations. This interactive programming is also streamed live online at shophq.com, shopbulldogtv.com and shophealthhq.com, which are comprehensive digital commerce platforms that sell products which appear on the Company’s television networks as well as offer an extended assortment of online-only merchandise. The Company’s interactive video is also available on over-the-top ("OTT") platforms and ConnectedTV platforms (“CTV”) such as Roku, AppleTV, and Samsung connected televisions, mobile devices, including smartphones and tablets, and through the leading social media channels. The Company’s consumer brands include Christopher & Banks, J.W. Hulme Company ("J.W. Hulme"), Cooking with Shaquille O’Neal, Kate & Mallory, Live Fit MD and TheCloseout.com. Christopher & Banks and TheCloseout.com, a deeply discounted branded online marketplace, were acquired during the first quarter of fiscal year 2021. The Company’s media commerce services brands are iMedia Digital Services (“iMDS”) and i3PL, the Company’s customer solutions and logistics services business. iMDS is comprised of Synacor’s Portal and Advertising business, which the Company purchased on July 30, 2021 (see Note #16 – “Business Acquisitions” for additional information), and its existing OTT app platform, Float Left. Amendment to Articles of Incorporation Effective July 13, 2020, the Company amended its Articles of Incorporation to increase the authorized shares of common stock by 15,000,000 shares. The Articles of Incorporation, as amended, now provide that the Company is authorized to issue 10,000,000 shares of capital stock and 20,000,000 shares of common stock. |
Basis of Financial Statement Pr
Basis of Financial Statement Presentation | 9 Months Ended |
Oct. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Financial Statement Presentation | (2) Basis of Financial Statement Presentation Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles ("GAAP") in the United States of America have been condensed or omitted in accordance with these rules and regulations. The accompanying condensed consolidated balance sheet as of January 30, 2021 has been derived from the Company’s audited financial statements for the fiscal year ended January 30, 2021. The information furnished in the interim condensed consolidated financial statements includes normal recurring adjustments and reflects all adjustments which, in the opinion of management, are necessary for a fair presentation of these financial statements. Although management believes the disclosures and information presented are adequate, these interim condensed consolidated financial statements should be read in conjunction with the Company’s most recent audited financial statements and notes thereto included in its annual report on Form 10-K for fiscal year ended 2020. Operating results for the three and nine-month periods ended October 30, 2021 are not necessarily indicative of the results that may be expected for fiscal year ending January 29, 2022. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. Fiscal Year The Company’s fiscal year ends on the Saturday nearest to January 31 and results in either a 52-week or 53-week fiscal year. References to years in this report relate to fiscal years, rather than to calendar years. The Company’s most recently completed fiscal year, fiscal 2020, ended on January 30, 2021, and consisted of 52 weeks 52 weeks Recently Adopted Accounting Standards In June 2016, the FASB issued guidance on the accounting for credit losses on financial instruments, Topic 326, Financial Instruments—Credit Losses (Accounting Standards Update (“ASU” 2016-13)). Topic 326 was subsequently amended by ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses. Among other provisions, this guidance introduces a new impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a forward-looking “expected loss” model that will replace the current “incurred loss” model that will generally result in the earlier recognition of allowances for losses. The Company adopted this guidance during the first quarter of fiscal 2021 and did not have a material impact on the Company’s condensed consolidated financial statements. In August 2018, the Financial Accounting Standards Board ("FASB") issued Intangibles—Goodwill and Other—Internal-Use Software, Subtopic 350-40 (ASU 2018-15), which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The Company adopted this standard during the first quarter of fiscal 2020 on a prospective basis. The adoption of ASU 2018-15 did not have a material impact on the Company’s condensed consolidated financial statements. Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (“Topic 848”): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This update provides optional expedients and exceptions for applying generally accepted accounting principles to certain contract modifications and hedging relationships that reference London Inter-bank Offered Rate (LIBOR) or another reference rate expected to be discontinued. Topic 848 is effective upon issuance and generally can be applied through December 31, 2022. The Company is currently evaluating the impact of Topic 848 on the consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-14). This new guidance eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. The changes are effective for smaller reporting companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements. |
Revenue
Revenue | 9 Months Ended |
Oct. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | (3) Revenue Revenue Recognition Revenue is recognized when control of the promised merchandise is transferred to customers in an amount that reflects the consideration the Company expects to receive in exchange for the merchandise, which is upon shipment. Revenue for services is recognized when the services are provided to the customer. Revenue is reported net of estimated sales returns, credits and incentives, and excludes sales taxes. Sales returns are estimated and provided for at the time of sale based on historical experience. As of October 30, 2021 and January 30, 2021, the Company recorded a merchandise return liability of $6,223,000 and $5,271,000, included in accrued liabilities, and a right of return asset of $3,139,000 and $2,749,000, included in Prepaid Expenses and Other. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in Accounting Standards Codification ("ASC") 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Substantially all of the Company’s sales are single performance obligation arrangements for transferring control of merchandise to customers. In accordance with ASC 606-10-50, the Company disaggregates revenue from contracts with customers by significant product groups and timing of when the performance obligations are satisfied. A reconciliation of disaggregated revenue by segment and significant product group is provided in Note 10 - "Business Segments and Sales by Product Group." As of October 30, 2021, the Company had no remaining performance obligations for contracts with original expected terms of one year or more. The Company has applied the practical expedient to exclude the value of remaining performance obligations for contracts with an original expected term of one year or less. Accounts Receivable The Company’s accounts receivable is comprised primarily of customer receivables from its ValuePay program, but also includes vendor receivables, credit card receivables and other receivables. The Company’s ValuePay program is an installment payment program that entitles customers to purchase merchandise and generally pay for the merchandise in two or more equal monthly credit card installments. The Company has elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component when the payment terms are less than one year. Accounts receivable consist primarily of amounts due from customers for merchandise sales and from credit card companies and are reflected net of reserves for estimated uncollectible amounts. As of October 30, 2021 and January 30, 2021, the Company had approximately $43,117,000 and $49,736,000 of net receivables due from customers under the ValuePay installment program and total reserves for estimated uncollectible amounts of $2,629,000 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Oct. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | (4) Fair Value Measurements GAAP utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to observable quoted prices (unadjusted) in active markets for identical assets and liabilities (Level 1 measurement), then priority to quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market (Level 2 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The Company entered into a foreign currency forward contract on October 26, 2021 to reduce the short-term effects of foreign currency fluctuations on their investment in German subsidiary 123tv. The Company’s primary objective in holding derivatives is to reduce the volatility of their investment in 123tv associated with changes in foreign currency exchange rates. The Company’s derivatives expose the Company to credit risk to the extent that the counterparties may be unable to meet the terms of the arrangement. The Company does, however, seek to mitigate such risks by limiting our counterparties to major financial institutions. Management does not expect material losses as a result of defaults by counterparties. The fair values of the Company’s derivative instruments classified as Level 2 financial instruments and the line items within the accompanying consolidated balance sheets to which they were recorded are summarized as of October 30, 2021 and January 30, 2021, follows: October 30, January 30, Balance Sheet Line Item 2021 2021 Derivatives designated as hedging instruments: Foreign currency derivatives Accrued liabilities $ 371,000 $ — Total 371,000 — Three-Month Periods Ended Nine-Month Periods Ended Line Item in Statement October 30, October 31, October 30, October 31, of Operations 2021 2020 2021 2020 Derivatives designated as hedging instruments: Foreign currency derivatives Other income (expense) $ — $ — $ — $ — Total — — — — On September 28, 2021, the Company completed the transaction relating to the public offering, issuance and sale of $80.0 million aggregate principal amount of 8.50% Senior Unsecured Notes due 2026 (the “Notes”) at a public offering price equal to $25.00 per Note (the “Offering”). The Notes are classified as Level 2, will pay interest quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, commencing on December 31, 2021, at a rate of 8.50% per year and will mature on September 30, 2026. On July 30, 2021, the Company entered into long-term variable rate credit agreements with Siena Lending Group and Green Lake Real Estate Finance LLC, which are classified as Level 2 and had a combined carrying value of $46,650,000 as of October 30, 2021. The fair value of the Siena Lending Group and Green Lake Real Estate Finance LLC credit facilities approximated, and were based on, their carrying value due to the variable rate nature of the financial instrument. The Company had no Level 3 investments that use significant unobservable inputs as of October 30, 2021 and January 30, 2021. Also, on July 30, 2021, the PNC revolver and term loan were paid in full, and the PNC Credit Facility was terminated. As of October 30, 2021 and January 30, 2021, the Company’s long-term variable rate PNC Credit Facility (as defined below), classified as Level 2, had carrying values of $0 and $53,380,000. As of October 30, 2021 and January 30, 2021, $0 and $2,714,000 of the long-term variable rate PNC Credit Facility was classified as current. The fair value of the PNC Credit Facility approximated, and was based on, its carrying value due to the variable rate nature of the financial instrument. |
Television Broadcast Rights
Television Broadcast Rights | 9 Months Ended |
Oct. 30, 2021 | |
Television Broadcast Rights [Abstract] | |
Television Broadcast Rights | (5) Television Broadcast Rights Television broadcast rights in the accompanying condensed consolidated balance sheets consisted of the following: October 30, 2021 January 30, 2021 Television broadcast rights $ 99,301,000 $ 43,655,000 Less accumulated amortization (36,087,000) (16,902,000) Television broadcast rights, net $ 63,214,000 $ 26,753,000 During the first nine months of fiscal 2021 and full year fiscal 2020, the Company entered into certain affiliation agreements with television service providers for carriage of its television programming over their systems, including channel placement rights, which ensure the Company keeps its channel position on the service provider’s channel line-up during the term. The Company recorded television broadcast rights of $55.7 million and $30.6 million during the first nine months of fiscal year 2021 and 2020, which represent the present value of payments for the television broadcast rights associated with the channel position placement. Television broadcast rights are amortized on a straight-line basis over the lives of the individual agreements. The remaining weighted average lives of the television broadcast rights was 4.0 In addition to the Company securing broadcast rights for channel position, the Company’s affiliation agreements generally provide that it will pay each operator a monthly service fee, most often based on the number of homes receiving the Company’s programming, and in some cases marketing support payments. Monthly service fees are expensed as distribution and selling expense within the condensed consolidated statement of operations. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Oct. 30, 2021 | |
Intangible Assets [Abstract] | |
Intangible Assets | (6) Intangible Assets Intangible assets in the accompanying condensed consolidated balance sheets consisted of the following: October 30, 2021 January 30, 2021 Estimated Gross Gross Useful Life Carrying Accumulated Carrying Accumulated (In Years) Amount Amortization Amount Amortization Trade Names 3-15 $ 3,957,000 $ (225,000) $ 1,568,000 $ (124,000) Technology 4 11,133,000 (396,000) 772,000 (228,000) Customer Lists 3-5 13,225,000 (339,000) 339,000 (93,000) Vendor Exclusivity 5 192,000 (96,000) 192,000 (67,000) Total finite-lived intangible assets $ 28,507,000 $ (1,056,000) $ 2,871,000 $ (512,000) Goodwill $ 8,318,000 $ — $ — $ — Total indefinite-lived intangible assets $ 8,318,000 $ — $ — $ — Total finite- and indefinite-lived intangible assets $ 36,825,000 $ (1,056,000) $ 2,871,000 $ (512,000) Finite-lived Intangible Assets The finite-lived intangible assets are included in the accompanying condensed consolidated balance sheets within intangible assets and goodwill, net and consist of the J.W. Hulme trade name and customer list; the Float Left developed technology, customer relationships and trade name; a vendor exclusivity agreement; Christopher & Banks customer list; TCO technology and Portal and Ad business customer relationships and technology. Amortization expense related to the finite-lived intangible assets was $242,000 Indefinite-lived Intangible Assets The indefinite-lived intangible assets are included in the accompanying condensed consolidated balance sheets within intangible assets and goodwill, net and consist of goodwill associated with the purchase of the Portal and Advertising business from Synacor (see Notes to Condensed Consolidated Financial Statements - Note #16 – Business Acquisitions for additional information). |
Credit Agreements
Credit Agreements | 9 Months Ended |
Oct. 30, 2021 | |
Debt Disclosure [Abstract] | |
Credit Agreements | (7) Credit Agreements The Company’s long-term credit facilities consist of: October 30, 2021 January 30, 2021 PNC revolving loan due July 27, 2023, principal amount $ — $ 41,000,000 Siena revolving loan due July 31, 2024, principal amount 20,000,000 — PNC term loan due July 27, 2023, principal amount — 12,441,000 GreenLake Real Estate Financing term loan due July 31, 2024, principal amount 28,500,000 — Less unamortized debt issuance costs (1,850,000) (61,000) GreenLake Real Estate Financing term loan due July 31, 2024, carrying amount 26,650,000 12,380,000 Total long-term credit facility 46,650,000 53,380,000 Less current portion of long-term credit facility — (2,714,000) Long-term credit facility, excluding current portion $ 46,650,000 $ 50,666,000 8.5% Senior Unsecured Notes, due 2026, principal amount 80,000,000 — Less unamortized debt issuance costs (6,232,000) — 8.5% Senior Unsecured Notes, due 2026, carrying amount 73,768,000 — Long-term credit facilities, excluding current portion $ 120,418,000 $ 50,666,000 8.50% Senior Unsecured Notes On September 28, 2021, the Company completed and closed on its $75.0 million offering of 8.50% Senior Unsecured Notes due 2026 (the “Notes”) and issued the Notes, including the purchase by the underwriters of $5.0 million aggregate principal amount of Notes upon the exercise in full of their option to purchase additional Notes. The Company received related net proceeds of $73.7 million after deducting the underwriting discount and estimated offering expenses payable by the Company (including fees and reimbursements to the underwriters). The Notes were issued under an indenture, dated 28, 2021 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated September 28, 2021 (the “Supplemental Indenture,” and the Base Indenture as supplemented by the Supplemental Indenture, the “Indenture”), between the Company and the Trustee. The Notes were denominated in denominations of $25 and integral multiples of $25 in excess thereof. The Notes will pay interest quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, commencing on December 31, 2021, at a rate of 8.50% per year, and will mature on September 30, 2026. The Notes are the senior unsecured obligations of the Company. There is no sinking fund for the Notes. The Notes are the obligations of iMedia Brands, Inc. only and are not obligations of, and are not guaranteed by, any of the Company’s subsidiaries. The Company may redeem the Notes for cash in whole or in part at any time at its option (i) on or after September 30, 2023 and prior to September 30, 2024, at a price equal to $25.75 per note, plus accrued and unpaid interest to, but excluding, the date of redemption, (ii) on or after September 30, 2024 and prior to September 30, 2025, at a price equal to $25.50 per note, plus accrued and unpaid interest to, but excluding, the date of redemption, and (iii) on or after September 30, 2025 and prior to maturity, at a price equal to $25.25 per note, plus accrued and unpaid interest to, but excluding, the date of redemption. The Indenture provides for events of default that may, in certain circumstances, lead to the outstanding principal and unpaid interest of the Notes becoming immediately due and payable. If a Mandatory Redemption Event (as defined in the Supplemental Indenture) occurs, the Company will have an obligation to redeem the Notes, in whole but not in part, within 45 days after the occurrence of the Mandatory Redemption Event at a redemption price in cash equal to $25.50 per note plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. The Company used all of the net proceeds from the offering to fund its closing cash payment in connection with the acquisition of 123tv Invest GmbH and 123tv Holding GmbH (see Note 17 – “Subsequent Events” for additional information), and any remaining proceeds for working capital and general corporate purposes, which may include payments related to the acquisition. The offering was made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”) on August 5, 2021 and declared effective by the Commission on August 12, 2020 (File No. 333-258519), a base prospectus included as part of the registration statement, and a prospectus supplement, dated September 23, 2021, filed with the Commission pursuant to Rule 424(b) under the Securities Act. Siena Credit Facility On July 30, 2021, the Company and certain of its subsidiaries, as borrowers, entered into a loan and security agreement (as amended through September 20, 2021, the “Loan Agreement”) with Siena Lending Group LLC and the other lenders party thereto from time to time, Siena Lending Group LLC, as agent (the “Agent”), and certain additional subsidiaries of the Company, as guarantors thereunder. The Loan Agreement has a three-year term and provides for up to a $80 million revolving line of credit. Subject to certain conditions, the Loan Agreement also provides for the issuance of letters of credit in an aggregate amount up to $5,000,000 which, upon issuance, would be deemed advances under the revolving line of credit. Proceeds of borrowings were used to refinance all indebtedness owing to PNC Bank, National Association, to pay the fees, costs, and expenses incurred in connection with the Loan Agreement and the transactions contemplated thereby, for working capital purposes, and for such other purposes as specifically permitted pursuant to the terms of the Loan Agreement. The Company’s obligations under the Loan Agreement are secured by substantially all of its assets and the assets of its subsidiaries as further described in the Loan Agreement. Subject to certain conditions, borrowings under the Loan Agreement bear interest at 4.50% plus the London interbank offered rate for deposits in dollars (“LIBOR”) for a period of 30 days as published in The Wall Street Journal three business days prior to the first day of each calendar month. There is a floor for LIBOR of 0.50%. If LIBOR is no longer available, a successor rate to be chosen by the Agent in consultation with the Company or a base rate. The Loan Agreement contains customary representations and warranties and financial and other covenants and conditions, including, among other things, minimum liquidity requirements of not less than $7,500,000, and then moving to $15,000,000, beginning after the close of the acquisition of 123tv until the Company’s maximum senior net leverage ratio is less than 2.50:1.00, as of the end of any fiscal month. The Loan Agreement also requires the Company maintain a maximum senior net leverage ratio of not less than 3.50:1.00 as of the last day of the fiscal quarters ending approximately October 31, 2021 and January 31, 2022 As of October 30, 2021, the Company had total borrowings of $20.0 million under its revolving line of credit with Siena. Remaining available capacity under the revolving line of credit as of October 30, 2021 was approximately $45.2 million, which provided liquidity for working capital and general corporate purposes. As of October 30, 2021, the Company was in compliance with applicable financial covenants of the Siena Credit Facility and expects to be in compliance with applicable financial covenants over the next twelve months. Interest expense recorded under the Siena Credit Facility was $766,000 for the three and nine-month periods ended October 30, 2021 and $0 for the three and nine-month periods ended October 31, 2020. Deferred financing costs, net of amortization, relating to the revolving line of credit were $2,597,000 and $0 as of October 30, 2021 and January 30, 2021 and are included within other assets within the accompanying condensed consolidated balance sheets. The balance of these costs is being expensed as additional interest over the three-year term of the Siena Loan Agreement. GreenLake Real Property Financing On July 30, 2021, two of the Company’s subsidiaries, VVI Fulfillment Center, Inc. and EP Properties, LLC (collectively, the “Borrowers”), and the Company, as guarantor, entered into that certain Promissory Note Secured by Mortgages (the “GreenLake Note”) with GreenLake Real Estate Finance LLC (“GreenLake”) whereby GreenLake agreed to make a secured term loan (the “Term Loan”) to the Borrowers in the original amount of $28,500,000. The GreenLake Note is secured by, among other things, mortgages encumbering the Company’s owned properties in Eden Prairie, Minnesota and Bowling Green, Kentucky (collectively, the “Mortgages”) as well as other assets as described in the GreenLake Note. Proceeds of borrowings shall be used to (i) pay fees and expenses related to the transactions contemplated by the GreenLake Note, (ii) make certain payments approved by GreenLake to third parties, and (iii) provide for working capital and general corporate purposes of the Company. The Company has also pledged the stock that it owns in the Borrowers to secure its guarantor obligations. The GreenLake Note is scheduled to mature on July 31, 2024. The borrowings, which include all amounts advanced under the GreenLake Note, bear interest at 10.00% per annum or, at the election of the Lender upon no less than 30 days prior written notice to the Borrowers, at a floating rate equal to the prime rate plus 200 basis points. The Borrowers may prepay the GreenLake Note in full (but not in part) before July 30, 2022 (the “Lockout Date”) upon payment of a prepayment premium equal to the amount of interest that would have accrued from the date of prepayment through the Lockout Date. After the Lockout Date, the GreenLake Note may be prepaid in full or in any installment greater than or equal to $100,000 without any prepayment penalty or premium on 90 days’ prior written notice from Borrowers to GreenLake . The GreenLake Note contains customary representations and warranties and financial and other covenants and conditions, including, a requirement that the Borrowers comply with all covenants set forth in the Loan Agreement described above. The GreenLake Note also contains certain customary events of default . As of October 30, 2021, there was $28.5 million outstanding under the term loan with GreenLake, all of which was classified as long-term in the accompanying condensed consolidated balance sheet. Principal borrowings under the term loan are non-amortizing over the life of the loan. Interest expense recorded under the GreenLake Note was $904,000 for the three and nine-month periods ended October 30, 2021 and $0 for the three and nine-month periods ended October 31, 2020. PNC Credit Facility On February 9, 2012, the Company entered into a credit and security agreement (as amended through February 5, 2021, the "PNC Credit Facility") with PNC Bank, N.A. ("PNC"), a member of The PNC Financial Services Group, Inc., as lender and agent. On July 30, 2021, the PNC revolver and term loan were paid in full and the PNC Credit Facility was terminated through a refinancing with Siena and GreenLake. The Company recognized $663,000 in related debt extinguishment costs in fiscal 2021 which included both the write-off of remaining deferred financing costs related to the PNC term loan and revolver, as well as a prepayment penalty per the PNC Credit Facility. The PNC Credit Facility, which included CIBC Bank USA (formerly known as The Private Bank) as part of the facility, provided a revolving line of credit of $70.0 million and provided for a term loan. Maximum borrowings and available capacity under the revolving line of credit under the PNC Credit Facility were equal to the lesser of $70.0 million or a calculated borrowing base comprised of eligible accounts receivable and eligible inventory. The PNC Credit Facility also provided for the issuance of letters of credit in an aggregate amount up to $6.0 million, which, upon issuance, would be deemed advances under the PNC Credit Facility. The PNC Credit Facility was secured by a first security interest in substantially all of the Company’s personal property, as well as the Company’s real properties located in Eden Prairie, Minnesota and Bowling Green, Kentucky. The revolving line of credit under the PNC Credit Facility bore interest at either a Base Rate or LIBOR plus a margin consisting of between 2% and 3.5% on Base Rate advances and 3% and 4.5% on LIBOR advances based on the Company’s trailing twelve-month reported leverage ratio (as defined in the PNC Credit Facility). The term loan bore interest at either a Base Rate or LIBOR plus a margin consisting of between 4% and 5% on Base Rate term loans and 5% to 6% on LIBOR Rate term loans. Interest expense recorded under the PNC Credit Facility was $0 and $1,558,000 for the three and nine-month periods ended October 30, 2021 and $743,000 and $2,767,000 for the three and nine-month periods ended October 31, 2020. Deferred financing costs, net of amortization, relating to the revolving line of credit were $0 and $243,000 as of October 30, 2021 and January 30, 2021 and are included within other assets within the accompanying condensed consolidated balance sheets. The aggregate maturities of borrowings outstanding under the Company’s long-term debt obligations as of October 30, 2021 were as follows: Real Estate Financing Siena 8.5% Senior Fiscal year Term Loan Revolving Loan Unsecured Notes Total 2021 $ — $ — $ — $ — 2022 — — — — 2023 — — — — 2024 28,500 20,000 — 48,500 2025 and thereafter — — 80,000 80,000 $ 28,500 $ 20,000 $ 80,000 $ 128,500 Restricted Cash The Company is required to keep cash in a restricted account in order to secure letters of credit to purchase inventory as well as to secure the Company’s corporate purchasing card program. Any interest income earned is recorded in that period. The Company had $2,167,500 and $0 in restricted cash accounts as of October 30, 2021 and October 31, 2020. Cash Requirements Currently, the Company’s principal cash requirements are to fund business operations, which consist primarily of purchasing inventory for resale, funding ValuePay installment receivables, funding the Company’s basic operating expenses, particularly the Company’s contractual commitments for cable and satellite programming distribution, funding debt service payments and the funding of necessary capital expenditures. The Company closely manages its cash resources and working capital. The Company attempts to manage its inventory receipts and reorders in order to ensure its inventory investment levels remain commensurate with the Company’s current sales trends. The Company also monitors the collection of its credit card and ValuePay installment receivables and manages vendor payment terms in order to more effectively manage the Company’s working capital which includes matching cash receipts from the Company’s customers to the extent possible with related cash payments to the Company’s vendors. ValuePay remains a cost-effective promotional tool for the Company. The Company continues to make strategic use of its ValuePay program in an effort to increase sales and to respond to similar competitive programs. The Company’s ability to fund operations, debt service and capital expenditures in the future will be dependent on its ability to generate cash flow from operations, maintain or improve margins and to use available funds from its Siena Loan Agreement. The Company’s ability to borrow funds is dependent on its ability to maintain an adequate borrowing base and its ability to meet its credit facility’s covenants (as described above). Accordingly, if the Company does not generate sufficient cash flow from operations to fund its working capital needs, debt service payments and planned capital expenditures and meet credit facility covenants, and its cash reserves are depleted, the Company may need to take actions that are within the Company’s control, such as further reductions or delays in capital investments, additional reductions to the Company’s workforce, reducing or delaying strategic investments or other actions. The Company believes that it is probable its existing cash balances and its availability under the Siena Loan Agreement, will be sufficient to fund the Company’s normal business operations over the next twelve months from the issuance of this report. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Oct. 30, 2021 | |
Equity [Abstract] | |
Shareholders' Equity | (8) Shareholders’ Equity Common Stock The Company is authorized to issue 10,000,000 shares of capital stock, of which 400,000 is designated as Series A Junior Participating Cumulative Preferred Stock, and 20,000,000 shares of common stock. As of October 30, 2021, no shares of preferred stock were issued or outstanding outstanding Public Offerings On June 9, 2021, the Company completed a public offering, in which the Company issued and sold 4,830,918 shares of our common stock at a public offering price of $9.00 per share. After underwriter discounts and commissions and other offering costs, net proceeds from the public offering were approximately $40.1 million. The Company has used or intends to use the proceeds for general working capital purposes, including potential acquisitions of businesses and assets that are complementary to our operations. On February 18, 2021, the Company completed a public offering, in which the Company issued and sold 3,289,000 shares of its common stock at a public offering price of $7.00 per share, including 429,000 shares sold upon the exercise of the underwriter’s option to purchase additional shares. After underwriter discounts and commissions and other offering costs, net proceeds from the public offering were approximately $21.2 million. The Company used the proceeds for general working capital purposes. On August 28, 2020, the Company completed a public offering, in which the Company issued and sold 2,760,000 shares of its common stock at a public offering price of $6.25 per share, including 360,000 shares sold upon the exercise of the underwriter’s option to purchase additional shares. After underwriter discounts and commissions and other offering costs, net proceeds from the public offering were approximately $15.8 million. The Company used the proceeds for general working capital purposes. April 2020 Private Placement Securities Purchase Agreement On April 14, 2020, the Company entered into a common stock and warrant purchase agreement with certain individuals and entities, pursuant to which the Company sold an aggregate of 1,836,314 shares of the Company’s common stock, issued warrants to purchase an aggregate of 979,190 shares of the Company’s common stock at a price of $2.66 per share, and fully-paid warrants to purchase an aggregate 114,698 shares of the Company’s common stock at a price of $0.001 per share in a private placement, for an aggregate cash purchase price of $4,000,000. The initial closing occurred on April 17, 2020 and the Company received gross proceeds of $1,500,000. Additional closings occurred on May 22, 2020, June 8, 2020, June 12, 2020 and July 11, 2020 and the Company received gross proceeds of $2,500,000. The Company incurred approximately $190,000 of issuance costs during the first half of fiscal 2020. The Warrants are indexed to the Company’s publicly traded stock and were classified as equity. The par value of the shares issued was recorded within common stock, with the remainder of the proceeds, less issuance costs, recorded as additional paid in capital in the accompanying condensed consolidated balance sheets. The Company used the proceeds for general working capital purposes. The purchasers consisted of the following: Invicta Media Investments, LLC, Michael and Leah Friedman and Hacienda Jackson LLC. Invicta Media Investments, LLC is owned by Invicta Watch Company of America, Inc. (“IWCA”), which is the designer and manufacturer of Invicta-branded watches and watch accessories, one of the Company’s largest and longest tenured brands. Michael and Leah Friedman are owners and officers of Sterling Time, LLC (“Sterling Time”), which is the exclusive distributor of IWCA’s watches and watch accessories for television home shopping and the Company’s long-time vendor. IWCA is owned by the Company’s Vice Chair and director, Eyal Lalo, and Michael Friedman also serves as a director of the Company. A description of the relationship between the Company, IWCA and Sterling Time is contained in Note 15 - “Related Party Transactions.” Further, Invicta Media Investments, LLC and Michael and Leah Friedman comprise a “group” of investors within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended, that is the Company’s largest shareholder. The warrants have an exercise price per share of $2.66 and are exercisable at any time and from time to time from six months following their issuance date until April 14, 2025. The Company has included a blocker provision in the purchase agreement whereby no purchaser may be issued shares of the Company’s common stock if the purchaser would own over 19.999% of the Company’s outstanding common stock and, to the extent a purchaser in this offering would own over 19.999% of the Company’s outstanding common stock, that purchaser will receive fully-paid warrants (in contrast to the coverage warrants that will be issued in this transaction, as described above) in lieu of the shares that would place such holder’s ownership over 19.999%. Further, the Company included a similar blocker in the warrants (and amended the warrants purchased by the purchasers on May 2, 2019, if any) whereby no purchaser of the warrants may exercise a warrant if the holder would own over 19.999% of the Company’s outstanding common stock. During the third quarter of fiscal 2020, the fully-paid warrants were exercised for the purchase of 114,698 shares of the Company’s common stock. Warrants As of October 30, 2021, the Company had outstanding warrants to purchase 1,416,504 shares of the Company’s common stock, of which 1,416,504 were fully exercisable. The warrants expire approximately five years from the date of grant. The following table summarizes information regarding warrants outstanding at October 30, 2021: Warrants Warrants Exercise Price Grant Date Outstanding Exercisable (Per Share) Expiration Date November 10, 2016 33,386 33,386 $ 30.00 November 10, 2021 January 23, 2017 48,930 48,930 $ 17.60 January 23, 2022 March 16, 2017 5,000 5,000 $ 19.20 March 16, 2022 May 2, 2019 349,998 349,998 $ 15.00 May 2, 2024 April 17, 2020 367,197 367,197 $ 2.66 April 14, 2025 May 22, 2020 122,398 122,398 $ 2.66 April 14, 2025 June 8, 2020 122,399 122,399 $ 2.66 April 14, 2025 June 12, 2020 122,398 122,398 $ 2.66 April 14, 2025 July 11, 2020 244,798 244,798 $ 2.66 April 14, 2025 Stock Compensation Plans The Company’s 2020 Equity Incentive Plan ("2020 Plan") provides for the issuance of up to 3,000,000 shares of the Company’s common stock. The 2020 Plan is administered by the human resources and compensation committee of the board of directors and provides for awards for employees, directors and consultants. All employees and directors of the Company and its affiliates are eligible to receive awards under the 2020 Plan. The types of awards that may be granted under the 2020 Plan include incentive and non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards. Stock options may be granted to employees at such exercise prices as the human resources and compensation committee may determine but not less than 100% of the fair market value of the common stock as of the date of grant (except in the limited case of "substitute awards" as defined by the 2020 Plan). No stock option may be granted more than 10 years after the effective date of the respective plan’s inception or be exercisable more than 10 years after the date of grant. Except for market-based options, options granted generally vest over three years in the case of employee stock options and vest immediately on the date of grant in the case of director options and have contractual terms of 10 years from the date of grant. The 2020 Plan was approved by the Company’s shareholders at the 2020 Annual Meeting of Shareholders on July 13, 2020. The Company also maintains the 2011 Omnibus Incentive Plan ("2011 Plan"). Upon the adoption and approval of the 2020 Plan, the Company ceased making awards under the 2011 Plan. Awards outstanding under the 2011 Plan continue to be subject to the terms of the 2011 Plan, but if those awards subsequently expire, are forfeited or cancelled or are settled in cash, the shares subject to those awards will become available for awards under the 2020 Plan. Similarly, the Company ceased making awards under its 2004 Omnibus Stock Plan ("2004 Plan") on June 22, 2014, but outstanding awards under the 2004 Plan remain outstanding in accordance with its terms. Stock-Based Compensation - Stock Options Compensation is recognized for all stock-based compensation arrangements by the Company. Stock-based compensation expense related to stock option awards was $64,000 and $5,000 for the third quarters of fiscal 2021 and fiscal 2020 and $116,000 and $116,000 for the first nine months of fiscal 2021 and 2020. The Company has not recorded any income tax benefit from the exercise of stock options due to the uncertainty of realizing income tax benefits in the future. The fair value of each time-based vesting option award is estimated on the date of grant using the Black-Scholes option pricing model that uses assumptions noted in the following table. Expected volatilities are based on the historical volatility of the Company’s stock. Expected term is calculated using the simplified method taking into consideration the option’s contractual life and vesting terms. The Company uses the simplified method in estimating its expected option term because it believes that historical exercise data cannot be accurately relied upon at this time to provide a reasonable basis for estimating an expected term due to the extreme volatility of its stock price and the resulting unpredictability of its stock option exercises. The risk-free interest rate for periods within the contractual life of the option is based on the comparable U.S. Treasury yield curve in effect at the time of grant. Expected dividend yields were not used in the fair value computations as the Company has never declared or paid dividends on its common stock and currently intends to retain earnings for use in operations. Fiscal 2021 Expected volatility: 85% Expected term (in years): 6 years Risk-free interest rate: 1.02% A summary of the status of the Company’s stock options outstanding as of October 30, 2021 and changes during the nine months then ended is as follows: 2020 Weighted Weighted Weighted Equity Average Average Average Incentive Exercise 2011 Exercise 2004 Exercise Plan Price Plan Price Plan Price Balance outstanding, January 30, 2021 — $ — 34,000 $ 12.87 3,000 $ 53.49 Granted 127,000 $ 7.71 — $ — — $ — Exercised — $ — — $ — — $ — Forfeited or canceled — $ — — $ — — $ — Balance outstanding, October 30, 2021 127,000 $ 7.71 34,000 $ 12.87 3,000 $ 53.49 Options exercisable at October 30, 2021 — $ — 30,000 $ 13.67 3,000 $ 53.49 The following table summarizes information regarding stock options outstanding as of October 30, 2021: Options Outstanding Options Vested or Expected to Vest Weighted Weighted Average Average Weighted Remaining Weighted Remaining Average Contractual Aggregate Average Contractual Aggregate Number of Exercise Life Intrinsic Number of Exercise Life Intrinsic Option Type Shares Price (Years) Value Shares Price (Years) Value 2020 Incentive: 127,000 $ 7.71 9.6 $ — 111,000 7.71 9.6 $ — 2011 Incentive: 34,000 $ 12.87 5.3 $ 13,000 33,000 $ 13.01 5.3 $ 12,000 2004 Incentive: 3,000 $ 53.49 2.4 $ — 3,000 $ 53.49 — $ — The weighted average grant-date fair value of options granted in the first, second and third quarters of fiscal 2021 was $6.38, $6.41 and $6.08, respectively. The total intrinsic value of options exercised during the first, second and third quarters of fiscal 2021 and fiscal 2020 was $0. As of October 30, 2021, total unrecognized compensation cost related to stock options was $340,000 and was expected to be recognized over a weighted average period of approximately 2.5 years. Stock-Based Compensation - Restricted Stock Units Compensation expense relating to restricted stock unit grants was $53,000 and $(219,000) for the third quarters of fiscal 2021 and fiscal 2020 and $246,000 and $(55,000) for the first three quarters of fiscal 2021 and 2020. As of October 30, 2021, there was $2,490,000 of total unrecognized compensation cost related to non-vested restricted stock unit grants. That cost is expected to be recognized over a weighted average expected life of 2.5 years. The total fair value of restricted stock units vested during the first nine months of fiscal 2021 and fiscal 2020 was $1,255,000 and $316,000. The estimated fair value of restricted stock units is based on the grant date closing price of the Company’s stock for time-based vesting awards and a Monte Carlo valuation model for market-based vesting awards. The Company has granted time-based restricted stock units to certain key employees as part of the Company’s long-term incentive program. The restricted stock units generally vest in three equal annual installments beginning one year from the grant date and are being amortized as compensation expense over the three-year vesting period. The Company has also granted restricted stock units to non-employee directors as part of the Company’s annual director compensation program. Each restricted stock unit grant vests or vested on the day immediately preceding the next annual meeting of shareholders following the date of grant. The grants are amortized as director compensation expense over the twelve-month vesting period. The Company granted 77,408 performance share units to the Company’s Chief Executive Officer as part of the Company’s long-term incentive program during the first quarter of fiscal 2021. The number of shares earned is based on the Company’s achievement of pre-established goals for sales growth over the measurement period from January 31, 2021 to January 29, 2022. Any earned performance share units will vest on February 3, 2024, so long as the executive’s service has been continuous through the vest date. The number of units that may actually be earned and become eligible to vest pursuant to this award can be between 0% and 200% of the target number of performance share units. The Company recognizes compensation expense on these performance share units ratably over the requisite performance period of the award to the extent management views the performance goals as probable of attainment. The grant date fair value of these performance share units is based on the grant date closing price of the Company’s stock. The Company granted 146,000 performance share units to the Company’s Chief Executive Officer as part of the Company’s long-term incentive program during the first quarter of fiscal 2020. The number of shares earned is based on the Company’s achievement of pre-established goals for liquidity over the measurement period from February 2, 2020 to January 30, 2021. Any earned performance share units will vest on January 28, 2023, so long as the executive’s service has been continuous through the vest date. The number of units that may actually be earned and become eligible to vest pursuant to this award can be between 0% and 125% of the target number of performance share units. The Company recognizes compensation expense on these performance share units ratably over the requisite performance period of the award to the extent management views the performance goals as probable of attainment. The grant date fair value of these performance share units is based on the grant date closing price of the Company’s stock. A summary of the status of the Company’s non-vested restricted stock unit activity as of October 30, 2021 and changes during the nine-month period then ended is as follows: Restricted Stock Units Market-Based Units Time-Based Units Performance-Based Units Total Weighted Weighted Weighted Weighted Average Average Average Average Grant Date Grant Date Grant Date Grant Date Shares Fair Value Shares Fair Value Shares Fair Value Shares Fair Value Non-vested outstanding, January 30, 2021 60,000 $ 3.52 736,000 $ 4.03 146,000 $ 1.69 942,000 $ 3.64 Granted — $ — 824,000 $ 9.33 77,000 $ 8.72 901,000 $ 9.28 Vested — $ — (336,000) $ 5.83 — $ — (336,000) $ 5.83 Forfeited — $ — (42,000) $ 4.15 — $ — (42,000) $ 4.15 Non-vested outstanding, October 30, 2021 60,000 $ 3.52 1,182,000 $ 7.39 223,000 $ 4.13 1,465,000 $ 6.74 |
Net Income (Loss) Per Common Sh
Net Income (Loss) Per Common Share | 9 Months Ended |
Oct. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Common Share | (9) Net Income (Loss) Per Common Share Basic net loss per share is computed by dividing reported loss by the weighted average number of shares of common stock outstanding for the reported period. Diluted net income per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock of the Company during reported periods. A reconciliation of net income (loss) per share calculations and the number of shares used in the calculation of basic net income (loss) per share and diluted net income (loss) per share is as follows: Three-Month Periods Ended Nine-Month Periods Ended October 30, October 31, October 30, October 31, 2021 2020 2021 2020 Numerator: Net loss $ (9,492,000) $ (4,748,000) $ (16,970,000) $ (10,522,000) Earnings allocated to participating share awards — — — — Net loss attributable to common shares — Basic and diluted $ (9,492,000) $ (4,748,000) $ (16,970,000) $ (10,522,000) Denominator: Weighted average number of common shares outstanding — Basic (a) 21,503,340 12,177,990 18,710,658 10,000,383 Dilutive effect of stock options, non-vested shares and warrants (b) — — — — Weighted average number of common shares outstanding — Diluted 21,503,340 12,177,990 18,710,658 10,000,383 Net loss per common share $ (0.44) $ (0.39) $ (0.91) $ (1.05) Net loss per common share — assuming dilution $ (0.44) $ (0.39) $ (0.91) $ (1.05) (a) For the three and nine-month periods ended October 30, 2021, the basic earnings per share computation included 21,000 outstanding fully-paid warrants to purchase shares of the Company’s common stock at a price of $0.001 per share. (b) For the three and nine-month periods ended October 30, 2021 and October 31, 2020 there were 658,000 and 796,000 and 992,000 and 476,000 incremental in-the-money potentially dilutive common shares outstanding. The incremental in-the-money potentially dilutive common stock shares are excluded from the computation of diluted earnings per share, as the effect of their inclusion would be anti-dilutive. |
Business Segments and Sales by
Business Segments and Sales by Product Group | 9 Months Ended |
Oct. 30, 2021 | |
Segment Reporting [Abstract] | |
Business Segments and Sales by Product Group | (10) Business Segments and Sales by Product Group During fiscal year 2019, the Company changed its reportable segments into two reporting segments: “ShopHQ” and “Emerging Business.” In light of strategic shifts in the Company’s emerging businesses, the Company’s Chief Executive Officer, the chief operating decision maker, began reviewing operating results of the Emerging Business segment separately from its core business, ShopHQ. The chief operating decision maker is the Company’s Chief Executive Officer. These segments reflect the way the Company’s chief operating decision maker evaluates the Company’s business performance and manages its operations. Substantially all of the Company’s sales are made to customers residing in the United States. The Company does not allocate assets between the segments for its internal management purposes, and as such, they are not presented here. There were no significant inter-segment sales or transfers during the first nine months of fiscal 2021 and fiscal 2020. The Company allocates corporate support costs (such as finance, human resources, warehouse management and legal) to its operating segments based on their estimated usage and based on how the Company manages the business. ShopHQ Reporting Segment The ShopHQ segment encompasses the Company’s flagship nationally distributed entertainment television network. ShopHQ informs, promotes, demonstrates and sells its products to consumers using interactive video across multiple sales channels including linear television, online streaming, mobile and social platforms, brick and mortar retail, and OTT and CTV platforms such as Roku, AppleTV and Samsung connected televisions. Emerging Business Reporting Segment The Emerging Business segment consists of the Company’s early developing brands and business models. This segment includes the Company’s owned and operated consumer brands that include Christopher & Banks, J.W. Hulme, Cooking with Shaquille O’Neal, Kate & Mallory, Live Fit MD and TheCloseout.com and the Company’s media commerce services brand iMedia digital services and niche television networks ShopBulldogTV and ShopHealthHQ. Net Sales by Segment and Significant Product Groups Three-Month Periods Ended Nine-Month Periods Ended October 30, October 31, October 30, October 31, 2021 2020 2021 2020 (in thousands) ShopHQ Net merchandise sales by category: Jewelry & Watches $ 38,269 $ 36,744 $ 122,568 $ 115,204 Home 15,166 14,805 42,711 39,947 Beauty & Health 21,139 31,105 57,043 98,539 Fashion & Accessories 12,697 9,787 38,388 33,462 All other (primarily shipping & handling revenue) 10,087 11,841 30,617 31,599 Total ShopHQ 97,358 104,282 291,327 318,751 Emerging Business 33,323 4,743 65,998 10,623 Consolidated net sales $ 130,681 $ 109,025 $ 357,325 $ 329,374 Performance Measures by Segment Three-Month Periods Ended Nine-Month Periods Ended October 30, October 31, October 30, October 31, 2021 2020 2021 2020 (in thousands) Gross profit ShopHQ $ 41,427 $ 38,801 $ 121,115 $ 118,487 Emerging Business 12,994 2,013 $ 27,299 $ 4,176 Consolidated gross profit $ 54,421 $ 40,814 $ 148,414 $ 122,663 Operating income (loss) ShopHQ $ (6,804) $ (2,443) $ (11,471) $ (2,498) Emerging Business 802 (952) 1,048 (4,061) Consolidated operating loss $ (6,002) $ (3,395) $ (10,423) $ (6,559) Depreciation and amortization ShopHQ (a) $ 10,249 $ 8,758 $ 26,483 $ 19,176 Emerging Business 428 194 1,082 521 Consolidated depreciation and amortization $ 10,677 $ 8,952 $ 27,565 $ 19,697 (a) Includes distribution facility depreciation of $936,000 and $975,000 for the three-month periods ended October 30, 2021 and October 31, 2020 and $2,838,000 and $2,997,000 for nine-month periods ended October 30, 2021 and October 31, 2020. Distribution facility depreciation is included as a component of cost of sales within the accompanying condensed consolidated statements of operations. |
Leases
Leases | 9 Months Ended |
Oct. 30, 2021 | |
Leases [Abstract] | |
Leases | (11) Leases The Company leases certain property and equipment, such as transmission, production, satellite transponder and office equipment. The Company also leases office space used by its Emerging segment’s iMedia Digital Services and retail space used by its Emerging segment consumer brands, J.W. Hulme and Christopher Banks. The Company determines if an arrangement is a lease at inception. Leases with an initial term of 12 months or less are not recorded on the accompanying condensed consolidated balance sheets. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease liabilities and right-of-use assets are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Some of the Company’s leases include options to extend the term, which is only included in the lease liability and right-of-use assets calculation when it is reasonably certain the Company will exercise that option. As of October 30, 2021, the lease liability and right-of-use assets did not include any lease extension options. The Company has lease agreements with lease and non-lease components and has elected to account for these as a single lease component. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The components of lease expense were as follows: For the Three-Month Periods Ended For the Nine-Month Periods Ended October 30, 2021 October 31, 2020 October 30, 2021 October 31, 2020 Operating lease cost $ 323,000 $ 241,000 $ 884,000 $ 731,000 Short-term lease cost 34,000 15,000 64,000 60,000 Variable lease cost (a) 31,000 19,000 73,000 72,000 (a) Includes variable costs of finance leases. For the three-month periods ended October 30, 2021 and October 31, 2020, finance lease costs included amortization of right-of-use assets of $16,000 and $26,000 and interest on lease liabilities of $1,000 and $2,000. For the nine-month periods ended October 30, 2021 and October 31, 2020, finance lease costs included amortization of right-of-use assets of $70,000 and $76,000 and interest on lease liabilities of $2,300 and $5,000. Supplemental cash flow information related to leases were as follows: For the Nine-Month Periods Ended October 30, 2021 October 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 822,000 $ 824,000 Operating cash flows used for finance leases 2,000 5,000 Financing cash flows used for finance leases 70,000 75,000 Right-of-use assets obtained in exchange for lease liabilities: Operating leases 3,268,000 1,299,000 Finance leases — 62,000 The weighted average remaining lease term and weighted average discount rates related to leases were as follows: October 30 2021 October 31, 2020 Weighted average remaining lease term: Operating leases 3.5 years 2.6 years Finance leases 0.6 years 1.3 years Weighted average discount rate: Operating leases 6.4% 6.8% Finance leases 5.8% 5.7% Supplemental balance sheet information related to leases is as follows: October 30, January 30, Leases Classification 2021 2021 Assets Operating lease right-of-use assets Other assets $ 3,523,000 $ 1,116,000 Finance lease right-of-use assets Property and equipment, net 35,000 101,000 Total lease right-of-use assets $ 3,558,000 $ 1,217,000 Operating lease liabilities Current portion of operating lease liabilities Current portion of operating lease liabilities $ 1,046,000 $ 462,000 Operating lease liabilities, excluding current portion Other long term liabilities 2,568,000 646,000 Total operating lease liabilities 3,614,000 1,108,000 Finance lease liabilities Current portion of finance lease liabilities Current liabilities: Accrued liabilities 35,000 86,000 Finance lease liabilities, excluding current portion Other long term liabilities — 19,000 Total finance lease liabilities 35,000 105,000 Total lease liabilities $ 3,649,000 $ 1,213,000 Future maturities of lease liabilities as of October 30, 2021 are as follows: Fiscal year Operating Leases Finance Leases 2021 $ 320,000 $ 17,000 2022 1,271,000 19,000 2023 1,106,000 — 2024 889,000 — Thereafter 708,000 — Total lease payments 4,294,000 36,000 Less imputed interest (680,000) (1,000) Total lease liabilities $ 3,614,000 $ 35,000 As of October 30, 2021, the Company had no operating or finance leases that had not yet commenced. |
Income Taxes
Income Taxes | 9 Months Ended |
Oct. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (12) Income Taxes As of January 30, 2021, the Company had federal net operating loss carryforwards (“NOLs”) of approximately $397 million which may be available to offset future taxable income. The Company’s federal NOLs generated prior to 2018 expire in varying amounts each year from 2023 2037 In the first quarter of fiscal 2011, the Company had a change in ownership (as defined in Section 382 of the Internal Revenue Code) as a result of the issuance of common stock coupled with the redemption of all the Series B preferred stock held by GE Capital Equity Investments, Inc. Sections 382 and 383 limit the annual utilization of certain tax attributes, including NOL carryforwards, incurred prior to a change in ownership. Currently, the limitations imposed by Sections 382 and 383 are not expected to impair the Company’s ability to fully realize its NOLs; however, the annual usage of NOLs incurred prior to the change in ownership is limited. In addition, if the Company were to experience another ownership change, as defined by Sections 382 and 383, its ability to utilize its NOLs could be further substantially limited and depending on the severity of the annual NOL limitation, the Company could permanently lose its ability to use a significant amount of its accumulated NOLs. The Company currently has recorded a full valuation allowance for its net deferred tax assets. The ultimate realization of these deferred tax assets and related limitations depend on the ability of the Company to generate sufficient taxable income in the future, as well as the timing of such income. Shareholder Rights Plan The Company has adopted a Shareholder Rights Plan to preserve the value of certain deferred tax benefits, including those generated by net operating losses. On July 10, 2015, the Company declared a dividend distribution of one purchase right (a “Right”) for each outstanding share of the Company’s common stock to shareholders of record as of the close of business on July 23, 2015 and issuable as of that date. On July 13, 2015, the Company entered into a Shareholder Rights Plan (the “Rights Plan”) with Wells Fargo Bank, N.A., a national banking association, with respect to the Rights. Except in certain circumstances set forth in the Rights Plan, each Right entitles the holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Cumulative Preferred Stock, $0.01 par value, of the Company (“Preferred Stock” and each one one-thousandth of a share of Preferred Stock, a “Unit”) at a price of $90.00 per Unit. On July 12, 2019, the Company’s shareholders re-approved the Rights Plan at the 2019 annual meeting of shareholders. The Rights Plan will expire on the close of business on the date of the 2022 annual meeting of shareholders, unless the Rights Plan is re-approved by shareholders prior to expiration. |
Litigation
Litigation | 9 Months Ended |
Oct. 30, 2021 | |
Litigation [Abstract] | |
Litigation | (13) Litigation The Company is involved from time to time in various claims and lawsuits in the ordinary course of business, including claims related to products, product warranties, contracts, employment, intellectual property, consumer protection and regulatory matters. In the opinion of management, none of the claims and suits, either individually or in the aggregate, are reasonably likely to have a material adverse effect on the Company’s operations or consolidated financial statements. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Oct. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (14) Related Party Transactions Relationship with Sterling Time, Famjams, Invicta Watch Company of America, and Retailing Enterprises On June 9, 2021, the Company entered into a Confidential Vendor Exclusivity Agreement (the “Famjams Agreement”) with Famjams Trading LLC (“Famjams”), one of the Company's ten largest vendors, pursuant to which Famjams granted the Company the exclusive right to market, promote and sell products using the Medic Therapeutics and Safety Vital brand names and any substantially similar or directly competitive goods or services through the Company’s television networks, website and mobile applications, platforms on social media and mobile host sites and brick and mortar retailing locations in North and South America, Europe and Asia during the five-year exclusivity period, unless earlier terminated pursuant to the terms of the Famjams Agreement. Until the expiration of the exclusivity period, such license is exclusive to the IMBI retailing channels. During the final year of the term of the Famjams Agreement, the parties are required to negotiate in good faith the terms of a five-year extension. Pursuant to the Famjams Agreement, the Company agreed to issue to Famjams $1.5 million of RSUs, priced at the closing bid price of the Company’s common stock on the Nasdaq Capital Market on the trading date immediately preceding the date of the Famjams Agreement – a total of 147,347 RSUs. One The Company also agreed, pursuant to the Famjams Agreement, to deliver a cash deposit of $6.0 million to Famjams to be used as working capital by Famjams. This deposit will bear interest in the amount of 5% per annum and will become due and payable in full at the end of the term of the Famjams Agreement, or if the Famjams Agreement is extended for a five-year period, at the end of such renewal period. In the event of a default, the Company agreed that the intellectual property and trademarks associated with the Famjams products subject to the Famjams Agreement pledged as collateral fully satisfies any due and owing working capital amount owed by Famjams to the Company. Famjams is an affiliate of Michael Friedman, a director of the Company. Additionally on June 9, 2021, iMedia Brands, Inc. entered into a Confidential Vendor Exclusivity Agreement (the “IWCA Agreement”) with Invicta Watch Company of America, Inc. (“IWCA”), one of the Company's ten largest vendors, pursuant to which IWCA granted the Company the exclusive right to market, promote and sell watches and watch accessories using the Invicta brand names and any substantially similar or directly competitive goods or services through the Company’s live or taped direct response video retail programming in North and South America during the five-year exclusivity period of the IWCA Agreement, unless earlier terminated pursuant to the terms of the IWCA Agreement. During the final year of the term of the IWCA Agreement, the parties are required to negotiate in good faith the terms of a five-year extension. This new agreement permits the Company to extend its exclusive relationship with one of its largest vendors, providing critical long-term stability to the Company's key vendor ranks. Pursuant to the IWCA Agreement, the Company agreed to issue to IWCA $4.5 million of RSUs, priced at the closing bid price of the Company’s common stock on the Nasdaq Capital Market on the trading date immediately preceding the date of the IWCA Agreement – a total of 442,043 RSUs. One On April 14, 2020, the Company entered into a common stock and warrant purchase agreement with certain individuals and entities, pursuant to which the Company sold shares of the Company’s common stock and issued warrants to purchase shares of the Company’s common stock in a private placement. Details of the common stock and warrant purchase agreement are described in Note 8 - "Shareholders’ Equity." The purchasers consist of the following: Invicta Media Investments, LLC, Michael and Leah Friedman and Hacienda Jackson LLC. Invicta Media Investments, LLC purchased 734,394 shares of the Company’s common stock and a warrant to purchase 367,196 shares of the Company’s common stock for an aggregate purchase price of $1,500,000. Michael and Leah Friedman purchased 727,022 shares of the Company’s common stock and a warrant to purchase 367,196 shares of the Company’s common stock for an aggregate purchase price of $1,500,000. Pursuant to the agreement, Sterling Time has standard payment terms with 90-day aging from receipt date for all purchase orders. If the Company’s accounts payable balance to Sterling Time exceeds (a) $3,000,000 in any given week during the Company’s first three fiscal quarters through May 31, 2022 or (b) $4,000,000 in any given week during the Company’s fourth fiscal quarters of fiscal 2020 and fiscal 2021, the Company will pay the accounts payable balance owed to Sterling Time that is above these stated amounts. Following May 31, 2022, the Company’s payment terms revert back to standard 90-day aging terms as previously described. On August 28, 2020, Invicta Media Investments, LLC purchased 256,000 shares of the Company’s common stock pursuant to the Company’s public equity offering. Transactions with Sterling Time The Company purchased products from Sterling Time, an affiliate of Mr. Friedman, in the aggregate amount of $35.7 million and $41.2 million during the first nine months of fiscal 2021 and fiscal 2020. In addition, during the first nine months of fiscal 2020, the Company subsidized the cost of a promotional cruise for Invicta branded and other vendors’ products. As of October 30, 2021 and January 30, 2021, the Company had a net trade receivable balance owed by Sterling Time of $1.0 million and a net trade payable balance owed to Sterling Time of $825,000. Transactions with Retailing Enterprises As of October 30, 2021 and January 30, 2021, the Company had a net trade receivable balance owed by Retailing Enterprises, LLC of $251,000 and $641,000 relating to warehouse services provided by the Company. As of October 30, 2021 and January 30, 2021, the Company accrued commissions of $142,000 and $263,000 to Retailing Enterprises, LLC for Company sales of the Invincible Guarantee program. The Invincible Guarantee program is an Invicta watch offer whereby customers receive credit on watch trade-ins within a five-year period. The program is serviced by Retailing Enterprises, LLC. Transactions with Famjams Trading The Company purchased products from Famjams Trading LLC ("Famjams Trading"), an affiliate of Mr. Friedman, in the aggregate amount of $21.7 million and $12.6 million during the nine months of 2021 and 2020. In addition, the Company provided third party logistic services and warehousing to Famjams Trading, totaling $4,000 and $41,000 during the nine months of 2021 and 2020. As of October 30, 2021 and January 30, 2021, the Company had a net trade receivable balance owed by Famjams Trading of $4.4 million and $900,000. Transactions with TWI Watches The Company purchased products from TWI Watches LLC ("TWI Watches"), an affiliate of Mr. Friedman, in the aggregate amount of $478,000 and $567,000 during the first nine months of fiscal 2021 and 2020. As of October 30, 2021 and January 30, 2021, the Company had a net trade payable balance owed to TWI Watches of $141,000 and $256,000. |
Restructuring Costs
Restructuring Costs | 9 Months Ended |
Oct. 30, 2021 | |
Restructuring Costs [Abstract] | |
Restructuring Costs | (15) Restructuring Costs During the first quarter of fiscal 2020, the Company implemented and completed a cost optimization initiative, which eliminated positions across the Company’s ShopHQ segment, the majority of whom were employed in customer service, order fulfillment and television production. As a result of the first quarter fiscal 2020 cost optimization initiative, the Company recorded restructuring charges of $209,000 for the three-month periods ended May 2, 2020, which relate primarily to severance and other incremental costs associated with the consolidation and elimination of positions across the Company’s ShopHQ segment. These initiatives were substantially completed as of July 31, 2021. During the third quarter of fiscal 2021, the Company implemented an additional cost optimization initiative. As a result of the third quarter fiscal 2021 cost optimization initiative, the Company recorded restructuring charges of $634,000 for the three-month period ended October 30, 2021, which relate primarily to severance associated with the additional consolidation and elimination of positions across the Company’s ShopHQ segment. These initiatives were substantially complete and remain unpaid as of October 30, 2021. The following table summarizes the significant components and activity under the restructuring program for the nine-month period ended October 30, 2021: Balance at Balance at January 30, October 30, 2021 Charges Cash Payments 2021 Severance $ 42,000 $ 634,000 $ (42,000) $ 634,000 Other incremental costs 5,000 — (5,000) — $ 47,000 $ 634,000 $ (47,000) $ 634,000 The liability for restructuring accruals is included in accrued liabilities within the accompanying condensed consolidated balance sheets. |
Business Acquisitions
Business Acquisitions | 9 Months Ended |
Oct. 30, 2021 | |
Business Combinations [Abstract] | |
Business Acquisitions | (16) Business Acquisitions Synacor’s Portal and Advertising Business Acquisition On July 30, 2021, the Company closed on the acquisition of Synacor’s Portal and Advertising business segment. This acquisition allows the Company to leverage its interactive video expertise and national television promotional power, as well as its merchandising, customer solutions and fulfillment capabilities, to offer advertisers and consumer brands differentiated digital services that the Company believes will accelerate its timeline to become the leading single-source partner to advertisers seeking to use interactive video to drive growth. Synacor Portal and Advertising, which iMedia has combined with its business Float Left, has been renamed to iMedia Digital Services (“iMDS). iMDS is a leading video advertising platform monetizing 200+ million monthly users for its publishers by utilizing its proprietary technologies, first-party customer shopping data and interactive video services to drive engagement, traffic and conversion. The acquisition of the Portal and Advertising business was accounted for in accordance with ASC 805-10 “Business Combinations”. The total consideration transferred on the date of the transaction consisted of $20 million cash, the issuance of a $10 million seller note and assumed liabilities with a fair value of $7.3 million. The seller note is payable in $1 million quarterly installments over the next ten calendar quarters beginning with September 30, 2021. The seller note bears interest at rates between 6% and 11% depending upon the period outstanding. The allocation of the purchase price was based upon a preliminary valuation, and the Company’s estimates and assumptions of the assets acquired, and liabilities assumed are subject to change within the measurement period pending the finalization of a valuation. Based on the preliminary valuation, the total consideration of $30.0 million has been allocated to assets acquired and liabilities assumed based on their respective fair values as follows: Fair Value Accounts Receivable and Prepaid $ 8,019,000 Fixed assets 805,000 Goodwill and Intangible assets 28,429,000 Liabilities assumed (7,253,000) Total consideration $ 30,000,000 Goodwill and intangible assets have been measured as the excess of the total consideration over the amounts assigned to the identifiable assets acquired and liabilities assumed in the amount of $28.4 million, which was primarily related to the acquisition of customer relationships, technology platforms, and goodwill. The preliminary purchase price allocation may be adjusted, as necessary, up to one year after the acquisition closing date if management obtains additional information regarding asset valuations and liabilities assumed. Christopher & Banks Transaction Christopher & Banks is a specialty brand of privately branded women's apparel and accessories. The Christopher & Banks brand was previously owned by Christopher & Banks Corporation, which filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in January 2021. On March 1, 2021, the Company entered into a licensing agreement with ReStore Capital, a Hilco Global company, whereby the Company will operate the Christopher & Banks business throughout all sales channels, including digital, television, catalog, and brick and mortar retail, effective March 1, 2021. The Company also purchased certain assets related to the Christopher & Banks eCommerce business, including primarily inventory, furniture, equipment, and certain intangible assets. The Company plans to launch a new weekly Christopher & Banks television program on its ShopHQ network, which will also promote the brand’s website, cristopherandbanks.com, its two retail stores in Coon Rapids, Minnesota, and Branson, Missouri, and its planned launch of Christopher & Banks Stylists, an online interactive video platform that customizes wardrobe that is outfitted for customers by a Christopher & Banks stylist. On March 1, 2021, the Company acquired all of the assets of Christopher & Banks, LLC (“C&B”). The acquisition of C&B was accounted for in accordance with ASC 805-10 “Business Combinations”. The total consideration transferred on the date of the transaction consisted of $3.5 million cash and assumed liabilities with a fair value of $4.2 million. In addition, the Company is obligated to issue common shares to Hilco with a value of $1.5 million as additional consideration. The Company expects to issue these shares in the fourth quarter of 2021. The preliminary allocation of the purchase price was based upon a preliminary valuation, and the Company’s estimates and assumptions of the assets acquired, and liabilities assumed are subject to change within the measurement period pending the finalization of a valuation. Based on the preliminary valuation, the total consideration of $5.0 million has been allocated to assets acquired and liabilities assumed based on their respective fair values as follows: Fair Value Inventory $ 4,091,000 Fixed assets 1,500,000 Goodwill and Intangible assets 3,607,000 Liabilities assumed (4,198,000) Total consideration $ 5,000,000 Goodwill and intangible assets have been measured as the excess of the total consideration over the amounts assigned to the identifiable assets acquired and liabilities assumed in the amount of $3.6 million, which was primarily related to the acquisition of the product designs, brand and customer list. The preliminary purchase price allocation may be adjusted, as necessary, up to one year after the acquisition closing date if management obtains additional information regarding asset valuations and liabilities assumed. The Closeout.com Acquisition On February 5, 2021, the Company became a controlling member under the limited liability company agreement for TCO, LLC (“TCO”), a Delaware limited liability company entered into between the Company and LAKR Ecomm Group LLC (“LAKR”) to operate TheCloseout.com, an online marketplace that was previously owned in part by Invicta Media Investments. LAKR is a newly formed company indirectly owned by Invicta Media Investments, LLC and The Closeout.com LLC. The initial Board of Directors of TCO includes Tim Peterman, the Chief Executive Officer and a director of the Company, Landel Hobbs, the Chairman of the Board of the Company, and Eyal Lalo, a director of the Company. See Note 14 – “Related Party Transactions” for additional information regarding the Company’s relationships with Invicta Media Investments, LLC, Retailing Enterprises and Mr. Lalo. Under the limited liability company agreement, the Company will act as the controlling member of TCO. Mr. Peterman and Mr. Hobbs, as the designees of the Company, will lead TCO, with certain significant corporate actions requiring the consent of both members. Mr. Peterman will be the Chairperson of TCO. Distributions of available cash may be made to the members at the discretion of TCO’s board of managers. In addition, beginning on February 5, 2026 and recurring every 12 months thereafter, the Company will have the right, but not the obligation, to acquire LAKR’s interest in TCO at a value determined based on financial benchmarks set forth in the TCO limited liability company agreement. In connection with the establishment of TCO, the Company contributed assets in the form of inventory valued at $3.5 million in exchange for a 51% interest in the TCO, and LAKR contributed assets in the form of inventory and intellectual property valued at $3.4 million in exchange for a 49% interest in TCO. The Company also entered into a loan and security agreement with TCO, pursuant to which TCO may borrow up to $1.0 million from the Company on a revolving basis pursuant to a promissory note bearing interest at LIBOR plus 4%, provided that the floor of this interest rate is 4.25%. The promissory note is payable on demand by the Company, may be voluntarily prepaid at any time, and must be repaid prior to TCO making any distributions, other than advances for tax withholdings, to its members. Non-controlling Interests Non-controlling interests (“NCI”) represent equity interests owned by outside parties. NCI may be initially measured at fair value or at the NCI’s proportionate share of the recognized amounts of the acquiree’s identifiable net assets. The choice of measurement is made on a transaction by transaction basis. iMedia elected to measure each NCI at its proportionate share of the recognized amounts of the acquiree’s identifiable net assets. The share of net assets attributable to NCI are presented as a component of equity. Their share of net income or loss and comprehensive income or loss is recognized directly in equity. Total comprehensive income or loss of subsidiaries is attributed to the shareholders of the Company and to the NCI, even if this results in the NCI having a deficit balance. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Oct. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | (17) Subsequent Events Acquisition of 1-2-3.tv Group On November 5, 2021, the Company and its wholly-owned subsidiary iMedia&123tv Holding GmbH (the “Subsidiary”) completed the acquisition (the “Acquisition”) of all of the issued and outstanding equity interests of 123tv Invest GmbH and 123tv Holding GmbH (collectively with their direct and indirect subsidiaries, the “1-2-3.tv Group”) from Emotion Invest GmbH & Co. KG, BE Beteiligungen Fonds GmbH & Co. geschlossene Investmentkommanditgesellschaft and Iris Capital Fund II (collectively, the “Sellers”) pursuant to the Sale and Purchase Agreement, dated September 22, 2021, among the Company, the Subsidiary, and the Sellers (the “Purchase Agreement”). At the closing of the Acquisition (the “Closing”), the Company acquired 1-2-3.tv Group from the Sellers for an aggregate purchase price of EUR 80.0 million ($93.0 million based on the November 5, 2021 exchange rate) (the “Enterprise Value”). The Company also paid to the Sellers EUR 3.3 million ($3.8 million based on the November 5, 2021 exchange rate) for the 1-2-3.tv Group’s cash on-hand as of July 31, 2021 and EUR 2.9 million ($3.4 million based on the November 5, 2021 exchange rate) for the 1-2-3.tv Group’s excess working capital above the 1-2-3.tv Group’s trailing twelve-month average as of July 31, 2021. The Enterprise Value consideration consisted of the payment to the Sellers of EUR 62.0 million in cash at the Closing ($72.1 million based on the November 5, 2021 exchange rate) and the Company entering into a vendor loan agreement in the principal amount of EUR 18.0 million ($20.9 million based on the November 5, 2021 exchange rate) (the “Vendor Loan Agreement”). The Vendor Loan is payable in two EUR 9.0 million ($10.5 million based on the November 5, 2021 exchange rate) installments due on the first and second anniversaries of the issuance date. The Vendor Loan bears interest at a rate equal to 8.5% per annum, payable semi-annually commencing on the six-month anniversary of the Closing. The Purchase Agreement provides that the Sellers may receive additional consideration from the Subsidiary, if earned, in the form of earn-out payments in the amount of up to EUR 14.0 million ($16.5 million based on the September 13, 2021 exchange rate) based on revenues of the 1-2-3.tv Group during 2022, and up to an additional EUR 14.0 million per year for 2023 and 2024 based on revenues of the 1-2-3.tv Group during each of 2023 and 2024, with the ability of the Sellers to earn amounts in excess of the EUR 14.0 million in 2023 and 2024 in the event the maximum earn-out payments are not earned in either 2022 or 2023, respectively; provided, that in no event shall the total earn-out amount exceed EUR 42.0 million ($49.6 million based on the September 13, 2021 exchange rate). The Company has agreed to guarantee all obligations of the Subsidiary under the Purchase Agreement and the Vendor Loan. The Purchase Agreement contains customary representations, warranties and covenants by each of the parties. The Purchase Agreement also provides that the parties will indemnify each other for certain liabilities arising under the Purchase Agreement, subject to various limitations, including, among other things, thresholds, caps and time limitations. The Subsidiary has obtained representation and warranty insurance that provides exclusive coverage for certain breaches of, and inaccuracies in, representations and warranties made by Sellers in the Purchase Agreement, subject to exclusions, deductibles and other terms and conditions. |
Basis of Financial Statement _2
Basis of Financial Statement Presentation (Policies) | 9 Months Ended |
Oct. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles ("GAAP") in the United States of America have been condensed or omitted in accordance with these rules and regulations. The accompanying condensed consolidated balance sheet as of January 30, 2021 has been derived from the Company’s audited financial statements for the fiscal year ended January 30, 2021. The information furnished in the interim condensed consolidated financial statements includes normal recurring adjustments and reflects all adjustments which, in the opinion of management, are necessary for a fair presentation of these financial statements. Although management believes the disclosures and information presented are adequate, these interim condensed consolidated financial statements should be read in conjunction with the Company’s most recent audited financial statements and notes thereto included in its annual report on Form 10-K for fiscal year ended 2020. Operating results for the three and nine-month periods ended October 30, 2021 are not necessarily indicative of the results that may be expected for fiscal year ending January 29, 2022. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. |
Fiscal Year | Fiscal Year The Company’s fiscal year ends on the Saturday nearest to January 31 and results in either a 52-week or 53-week fiscal year. References to years in this report relate to fiscal years, rather than to calendar years. The Company’s most recently completed fiscal year, fiscal 2020, ended on January 30, 2021, and consisted of 52 weeks 52 weeks |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In June 2016, the FASB issued guidance on the accounting for credit losses on financial instruments, Topic 326, Financial Instruments—Credit Losses (Accounting Standards Update (“ASU” 2016-13)). Topic 326 was subsequently amended by ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses. Among other provisions, this guidance introduces a new impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities will be required to use a forward-looking “expected loss” model that will replace the current “incurred loss” model that will generally result in the earlier recognition of allowances for losses. The Company adopted this guidance during the first quarter of fiscal 2021 and did not have a material impact on the Company’s condensed consolidated financial statements. In August 2018, the Financial Accounting Standards Board ("FASB") issued Intangibles—Goodwill and Other—Internal-Use Software, Subtopic 350-40 (ASU 2018-15), which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The Company adopted this standard during the first quarter of fiscal 2020 on a prospective basis. The adoption of ASU 2018-15 did not have a material impact on the Company’s condensed consolidated financial statements. Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (“Topic 848”): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This update provides optional expedients and exceptions for applying generally accepted accounting principles to certain contract modifications and hedging relationships that reference London Inter-bank Offered Rate (LIBOR) or another reference rate expected to be discontinued. Topic 848 is effective upon issuance and generally can be applied through December 31, 2022. The Company is currently evaluating the impact of Topic 848 on the consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-14). This new guidance eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. The changes are effective for smaller reporting companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements. |
Revenue Recognition | Revenue Recognition Revenue is recognized when control of the promised merchandise is transferred to customers in an amount that reflects the consideration the Company expects to receive in exchange for the merchandise, which is upon shipment. Revenue for services is recognized when the services are provided to the customer. Revenue is reported net of estimated sales returns, credits and incentives, and excludes sales taxes. Sales returns are estimated and provided for at the time of sale based on historical experience. As of October 30, 2021 and January 30, 2021, the Company recorded a merchandise return liability of $6,223,000 and $5,271,000, included in accrued liabilities, and a right of return asset of $3,139,000 and $2,749,000, included in Prepaid Expenses and Other. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in Accounting Standards Codification ("ASC") 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Substantially all of the Company’s sales are single performance obligation arrangements for transferring control of merchandise to customers. In accordance with ASC 606-10-50, the Company disaggregates revenue from contracts with customers by significant product groups and timing of when the performance obligations are satisfied. A reconciliation of disaggregated revenue by segment and significant product group is provided in Note 10 - "Business Segments and Sales by Product Group." As of October 30, 2021, the Company had no remaining performance obligations for contracts with original expected terms of one year or more. The Company has applied the practical expedient to exclude the value of remaining performance obligations for contracts with an original expected term of one year or less. |
Accounts Receivable | Accounts Receivable The Company’s accounts receivable is comprised primarily of customer receivables from its ValuePay program, but also includes vendor receivables, credit card receivables and other receivables. The Company’s ValuePay program is an installment payment program that entitles customers to purchase merchandise and generally pay for the merchandise in two or more equal monthly credit card installments. The Company has elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component when the payment terms are less than one year. Accounts receivable consist primarily of amounts due from customers for merchandise sales and from credit card companies and are reflected net of reserves for estimated uncollectible amounts. As of October 30, 2021 and January 30, 2021, the Company had approximately $43,117,000 and $49,736,000 of net receivables due from customers under the ValuePay installment program and total reserves for estimated uncollectible amounts of $2,629,000 |
Net Loss Per Common Share | Basic net loss per share is computed by dividing reported loss by the weighted average number of shares of common stock outstanding for the reported period. Diluted net income per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock of the Company during reported periods. A reconciliation of net income (loss) per share calculations and the number of shares used in the calculation of basic net income (loss) per share and diluted net income (loss) per share is as follows: Three-Month Periods Ended Nine-Month Periods Ended October 30, October 31, October 30, October 31, 2021 2020 2021 2020 Numerator: Net loss $ (9,492,000) $ (4,748,000) $ (16,970,000) $ (10,522,000) Earnings allocated to participating share awards — — — — Net loss attributable to common shares — Basic and diluted $ (9,492,000) $ (4,748,000) $ (16,970,000) $ (10,522,000) Denominator: Weighted average number of common shares outstanding — Basic (a) 21,503,340 12,177,990 18,710,658 10,000,383 Dilutive effect of stock options, non-vested shares and warrants (b) — — — — Weighted average number of common shares outstanding — Diluted 21,503,340 12,177,990 18,710,658 10,000,383 Net loss per common share $ (0.44) $ (0.39) $ (0.91) $ (1.05) Net loss per common share — assuming dilution $ (0.44) $ (0.39) $ (0.91) $ (1.05) (a) For the three and nine-month periods ended October 30, 2021, the basic earnings per share computation included 21,000 outstanding fully-paid warrants to purchase shares of the Company’s common stock at a price of $0.001 per share. (b) For the three and nine-month periods ended October 30, 2021 and October 31, 2020 there were 658,000 and 796,000 and 992,000 and 476,000 incremental in-the-money potentially dilutive common shares outstanding. The incremental in-the-money potentially dilutive common stock shares are excluded from the computation of diluted earnings per share, as the effect of their inclusion would be anti-dilutive. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Oct. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair values of the Company's derivative instruments classified as Level 2 financial instruments | The fair values of the Company’s derivative instruments classified as Level 2 financial instruments and the line items within the accompanying consolidated balance sheets to which they were recorded are summarized as of October 30, 2021 and January 30, 2021, follows: October 30, January 30, Balance Sheet Line Item 2021 2021 Derivatives designated as hedging instruments: Foreign currency derivatives Accrued liabilities $ 371,000 $ — Total 371,000 — Three-Month Periods Ended Nine-Month Periods Ended Line Item in Statement October 30, October 31, October 30, October 31, of Operations 2021 2020 2021 2020 Derivatives designated as hedging instruments: Foreign currency derivatives Other income (expense) $ — $ — $ — $ — Total — — — — |
Television Broadcast Rights (Ta
Television Broadcast Rights (Tables) | 9 Months Ended |
Oct. 30, 2021 | |
Television Broadcast Rights [Abstract] | |
Schedule of Television Broadcast Rights [Table Text Block] | Television broadcast rights in the accompanying condensed consolidated balance sheets consisted of the following: October 30, 2021 January 30, 2021 Television broadcast rights $ 99,301,000 $ 43,655,000 Less accumulated amortization (36,087,000) (16,902,000) Television broadcast rights, net $ 63,214,000 $ 26,753,000 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Oct. 30, 2021 | |
Intangible Assets [Abstract] | |
Schedule of Finite-lived and Infinite-lived Intangible Assets [Table Text Block] | Intangible assets in the accompanying condensed consolidated balance sheets consisted of the following: October 30, 2021 January 30, 2021 Estimated Gross Gross Useful Life Carrying Accumulated Carrying Accumulated (In Years) Amount Amortization Amount Amortization Trade Names 3-15 $ 3,957,000 $ (225,000) $ 1,568,000 $ (124,000) Technology 4 11,133,000 (396,000) 772,000 (228,000) Customer Lists 3-5 13,225,000 (339,000) 339,000 (93,000) Vendor Exclusivity 5 192,000 (96,000) 192,000 (67,000) Total finite-lived intangible assets $ 28,507,000 $ (1,056,000) $ 2,871,000 $ (512,000) Goodwill $ 8,318,000 $ — $ — $ — Total indefinite-lived intangible assets $ 8,318,000 $ — $ — $ — Total finite- and indefinite-lived intangible assets $ 36,825,000 $ (1,056,000) $ 2,871,000 $ (512,000) |
Credit Agreements (Tables)
Credit Agreements (Tables) | 9 Months Ended |
Oct. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Credit Facility [Table Text Block] | The Company’s long-term credit facilities consist of: October 30, 2021 January 30, 2021 PNC revolving loan due July 27, 2023, principal amount $ — $ 41,000,000 Siena revolving loan due July 31, 2024, principal amount 20,000,000 — PNC term loan due July 27, 2023, principal amount — 12,441,000 GreenLake Real Estate Financing term loan due July 31, 2024, principal amount 28,500,000 — Less unamortized debt issuance costs (1,850,000) (61,000) GreenLake Real Estate Financing term loan due July 31, 2024, carrying amount 26,650,000 12,380,000 Total long-term credit facility 46,650,000 53,380,000 Less current portion of long-term credit facility — (2,714,000) Long-term credit facility, excluding current portion $ 46,650,000 $ 50,666,000 8.5% Senior Unsecured Notes, due 2026, principal amount 80,000,000 — Less unamortized debt issuance costs (6,232,000) — 8.5% Senior Unsecured Notes, due 2026, carrying amount 73,768,000 — Long-term credit facilities, excluding current portion $ 120,418,000 $ 50,666,000 |
Schedule of Maturities of Long-term Credit Facility [Table Text Block] | The aggregate maturities of borrowings outstanding under the Company’s long-term debt obligations as of October 30, 2021 were as follows: Real Estate Financing Siena 8.5% Senior Fiscal year Term Loan Revolving Loan Unsecured Notes Total 2021 $ — $ — $ — $ — 2022 — — — — 2023 — — — — 2024 28,500 20,000 — 48,500 2025 and thereafter — — 80,000 80,000 $ 28,500 $ 20,000 $ 80,000 $ 128,500 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Oct. 30, 2021 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Schedule of warrants outstanding [Table Text Block] | Warrants Warrants Exercise Price Grant Date Outstanding Exercisable (Per Share) Expiration Date November 10, 2016 33,386 33,386 $ 30.00 November 10, 2021 January 23, 2017 48,930 48,930 $ 17.60 January 23, 2022 March 16, 2017 5,000 5,000 $ 19.20 March 16, 2022 May 2, 2019 349,998 349,998 $ 15.00 May 2, 2024 April 17, 2020 367,197 367,197 $ 2.66 April 14, 2025 May 22, 2020 122,398 122,398 $ 2.66 April 14, 2025 June 8, 2020 122,399 122,399 $ 2.66 April 14, 2025 June 12, 2020 122,398 122,398 $ 2.66 April 14, 2025 July 11, 2020 244,798 244,798 $ 2.66 April 14, 2025 |
Schedule of stock options valuation assumptions [Table Text Block] | Fiscal 2021 Expected volatility: 85% Expected term (in years): 6 years Risk-free interest rate: 1.02% |
Schedule of stock option activity [Table Text Block] | A summary of the status of the Company’s stock options outstanding as of October 30, 2021 and changes during the nine months then ended is as follows: 2020 Weighted Weighted Weighted Equity Average Average Average Incentive Exercise 2011 Exercise 2004 Exercise Plan Price Plan Price Plan Price Balance outstanding, January 30, 2021 — $ — 34,000 $ 12.87 3,000 $ 53.49 Granted 127,000 $ 7.71 — $ — — $ — Exercised — $ — — $ — — $ — Forfeited or canceled — $ — — $ — — $ — Balance outstanding, October 30, 2021 127,000 $ 7.71 34,000 $ 12.87 3,000 $ 53.49 Options exercisable at October 30, 2021 — $ — 30,000 $ 13.67 3,000 $ 53.49 |
Schedule of stock options outstanding, vested and expected to vest [Table Text Block] | The following table summarizes information regarding stock options outstanding as of October 30, 2021: Options Outstanding Options Vested or Expected to Vest Weighted Weighted Average Average Weighted Remaining Weighted Remaining Average Contractual Aggregate Average Contractual Aggregate Number of Exercise Life Intrinsic Number of Exercise Life Intrinsic Option Type Shares Price (Years) Value Shares Price (Years) Value 2020 Incentive: 127,000 $ 7.71 9.6 $ — 111,000 7.71 9.6 $ — 2011 Incentive: 34,000 $ 12.87 5.3 $ 13,000 33,000 $ 13.01 5.3 $ 12,000 2004 Incentive: 3,000 $ 53.49 2.4 $ — 3,000 $ 53.49 — $ — |
Schedule of restricted stock unit activity [Table Text Block] | A summary of the status of the Company’s non-vested restricted stock unit activity as of October 30, 2021 and changes during the nine-month period then ended is as follows: Restricted Stock Units Market-Based Units Time-Based Units Performance-Based Units Total Weighted Weighted Weighted Weighted Average Average Average Average Grant Date Grant Date Grant Date Grant Date Shares Fair Value Shares Fair Value Shares Fair Value Shares Fair Value Non-vested outstanding, January 30, 2021 60,000 $ 3.52 736,000 $ 4.03 146,000 $ 1.69 942,000 $ 3.64 Granted — $ — 824,000 $ 9.33 77,000 $ 8.72 901,000 $ 9.28 Vested — $ — (336,000) $ 5.83 — $ — (336,000) $ 5.83 Forfeited — $ — (42,000) $ 4.15 — $ — (42,000) $ 4.15 Non-vested outstanding, October 30, 2021 60,000 $ 3.52 1,182,000 $ 7.39 223,000 $ 4.13 1,465,000 $ 6.74 |
Net Income (Loss) Per Common _2
Net Income (Loss) Per Common Share (Tables) | 9 Months Ended |
Oct. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three-Month Periods Ended Nine-Month Periods Ended October 30, October 31, October 30, October 31, 2021 2020 2021 2020 Numerator: Net loss $ (9,492,000) $ (4,748,000) $ (16,970,000) $ (10,522,000) Earnings allocated to participating share awards — — — — Net loss attributable to common shares — Basic and diluted $ (9,492,000) $ (4,748,000) $ (16,970,000) $ (10,522,000) Denominator: Weighted average number of common shares outstanding — Basic (a) 21,503,340 12,177,990 18,710,658 10,000,383 Dilutive effect of stock options, non-vested shares and warrants (b) — — — — Weighted average number of common shares outstanding — Diluted 21,503,340 12,177,990 18,710,658 10,000,383 Net loss per common share $ (0.44) $ (0.39) $ (0.91) $ (1.05) Net loss per common share — assuming dilution $ (0.44) $ (0.39) $ (0.91) $ (1.05) (a) For the three and nine-month periods ended October 30, 2021, the basic earnings per share computation included 21,000 outstanding fully-paid warrants to purchase shares of the Company’s common stock at a price of $0.001 per share. (b) For the three and nine-month periods ended October 30, 2021 and October 31, 2020 there were 658,000 and 796,000 and 992,000 and 476,000 incremental in-the-money potentially dilutive common shares outstanding. The incremental in-the-money potentially dilutive common stock shares are excluded from the computation of diluted earnings per share, as the effect of their inclusion would be anti-dilutive. |
Business Segments and Sales b_2
Business Segments and Sales by Product Group (Tables) | 9 Months Ended |
Oct. 30, 2021 | |
Segment Reporting [Abstract] | |
Net sales by segment and significant product groups [Table Text Block] | Net Sales by Segment and Significant Product Groups Three-Month Periods Ended Nine-Month Periods Ended October 30, October 31, October 30, October 31, 2021 2020 2021 2020 (in thousands) ShopHQ Net merchandise sales by category: Jewelry & Watches $ 38,269 $ 36,744 $ 122,568 $ 115,204 Home 15,166 14,805 42,711 39,947 Beauty & Health 21,139 31,105 57,043 98,539 Fashion & Accessories 12,697 9,787 38,388 33,462 All other (primarily shipping & handling revenue) 10,087 11,841 30,617 31,599 Total ShopHQ 97,358 104,282 291,327 318,751 Emerging Business 33,323 4,743 65,998 10,623 Consolidated net sales $ 130,681 $ 109,025 $ 357,325 $ 329,374 |
Performance measures by segment [Table Text Block] | Performance Measures by Segment Three-Month Periods Ended Nine-Month Periods Ended October 30, October 31, October 30, October 31, 2021 2020 2021 2020 (in thousands) Gross profit ShopHQ $ 41,427 $ 38,801 $ 121,115 $ 118,487 Emerging Business 12,994 2,013 $ 27,299 $ 4,176 Consolidated gross profit $ 54,421 $ 40,814 $ 148,414 $ 122,663 Operating income (loss) ShopHQ $ (6,804) $ (2,443) $ (11,471) $ (2,498) Emerging Business 802 (952) 1,048 (4,061) Consolidated operating loss $ (6,002) $ (3,395) $ (10,423) $ (6,559) Depreciation and amortization ShopHQ (a) $ 10,249 $ 8,758 $ 26,483 $ 19,176 Emerging Business 428 194 1,082 521 Consolidated depreciation and amortization $ 10,677 $ 8,952 $ 27,565 $ 19,697 (a) Includes distribution facility depreciation of $936,000 and $975,000 for the three-month periods ended October 30, 2021 and October 31, 2020 and $2,838,000 and $2,997,000 for nine-month periods ended October 30, 2021 and October 31, 2020. Distribution facility depreciation is included as a component of cost of sales within the accompanying condensed consolidated statements of operations. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Oct. 30, 2021 | |
Leases [Abstract] | |
Components of lease expense [Table Text Block] | The components of lease expense were as follows: For the Three-Month Periods Ended For the Nine-Month Periods Ended October 30, 2021 October 31, 2020 October 30, 2021 October 31, 2020 Operating lease cost $ 323,000 $ 241,000 $ 884,000 $ 731,000 Short-term lease cost 34,000 15,000 64,000 60,000 Variable lease cost (a) 31,000 19,000 73,000 72,000 (a) Includes variable costs of finance leases. |
Supplemental cash flow information related to leases [Table Text Block] | Supplemental cash flow information related to leases were as follows: For the Nine-Month Periods Ended October 30, 2021 October 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 822,000 $ 824,000 Operating cash flows used for finance leases 2,000 5,000 Financing cash flows used for finance leases 70,000 75,000 Right-of-use assets obtained in exchange for lease liabilities: Operating leases 3,268,000 1,299,000 Finance leases — 62,000 |
Weighted average remaining lease term and weighted average discount rates related to leases [Table Text Block] | The weighted average remaining lease term and weighted average discount rates related to leases were as follows: October 30 2021 October 31, 2020 Weighted average remaining lease term: Operating leases 3.5 years 2.6 years Finance leases 0.6 years 1.3 years Weighted average discount rate: Operating leases 6.4% 6.8% Finance leases 5.8% 5.7% |
Supplemental balance sheet information related to leases [Table Text Block] | Supplemental balance sheet information related to leases is as follows: October 30, January 30, Leases Classification 2021 2021 Assets Operating lease right-of-use assets Other assets $ 3,523,000 $ 1,116,000 Finance lease right-of-use assets Property and equipment, net 35,000 101,000 Total lease right-of-use assets $ 3,558,000 $ 1,217,000 Operating lease liabilities Current portion of operating lease liabilities Current portion of operating lease liabilities $ 1,046,000 $ 462,000 Operating lease liabilities, excluding current portion Other long term liabilities 2,568,000 646,000 Total operating lease liabilities 3,614,000 1,108,000 Finance lease liabilities Current portion of finance lease liabilities Current liabilities: Accrued liabilities 35,000 86,000 Finance lease liabilities, excluding current portion Other long term liabilities — 19,000 Total finance lease liabilities 35,000 105,000 Total lease liabilities $ 3,649,000 $ 1,213,000 |
Schedule of maturities of finance lease liabilities [Table Text Block] | Future maturities of lease liabilities as of October 30, 2021 are as follows: Fiscal year Operating Leases Finance Leases 2021 $ 320,000 $ 17,000 2022 1,271,000 19,000 2023 1,106,000 — 2024 889,000 — Thereafter 708,000 — Total lease payments 4,294,000 36,000 Less imputed interest (680,000) (1,000) Total lease liabilities $ 3,614,000 $ 35,000 |
Schedule of maturities of operating lease liabilities [Table Text Block] | Future maturities of lease liabilities as of October 30, 2021 are as follows: Fiscal year Operating Leases Finance Leases 2021 $ 320,000 $ 17,000 2022 1,271,000 19,000 2023 1,106,000 — 2024 889,000 — Thereafter 708,000 — Total lease payments 4,294,000 36,000 Less imputed interest (680,000) (1,000) Total lease liabilities $ 3,614,000 $ 35,000 |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 9 Months Ended |
Oct. 30, 2021 | |
Restructuring Costs [Abstract] | |
Summary of Significant Components and Activity under the Restructuring Program [Table Text Block] | The following table summarizes the significant components and activity under the restructuring program for the nine-month period ended October 30, 2021: Balance at Balance at January 30, October 30, 2021 Charges Cash Payments 2021 Severance $ 42,000 $ 634,000 $ (42,000) $ 634,000 Other incremental costs 5,000 — (5,000) — $ 47,000 $ 634,000 $ (47,000) $ 634,000 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 9 Months Ended |
Oct. 30, 2021 | |
Synacor's Portal and Advertising Segment [Member] | |
Business Acquisition [Line Items] | |
Summary of the allocation of purchase consideration [Table Text Block] | Fair Value Accounts Receivable and Prepaid $ 8,019,000 Fixed assets 805,000 Goodwill and Intangible assets 28,429,000 Liabilities assumed (7,253,000) Total consideration $ 30,000,000 |
Christopher & Banks, LLC [Member] | |
Business Acquisition [Line Items] | |
Summary of the allocation of purchase consideration [Table Text Block] | Fair Value Inventory $ 4,091,000 Fixed assets 1,500,000 Goodwill and Intangible assets 3,607,000 Liabilities assumed (4,198,000) Total consideration $ 5,000,000 |
General (Details)
General (Details) - shares | Jul. 13, 2020 | Oct. 30, 2021 | Jan. 30, 2021 |
General [Abstract] | |||
Common stock, increase in additional shares authorized | 15,000,000 | ||
Capital stock, shares authorized | 10,000,000 | 10,000,000 | |
Common stock, shares authorized | 20,000,000 | 29,600,000 | 29,600,000 |
Basis of Financial Statement _3
Basis of Financial Statement Presentation (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Oct. 30, 2021 | Oct. 31, 2020 | Oct. 30, 2021 | Oct. 31, 2020 | Jan. 29, 2022 | Jan. 30, 2021 | |
Accounting Policies [Abstract] | ||||||
Number of weeks in fiscal year | 91 days | 91 days | 273 days | 273 days | 364 days | |
Number of weeks in fiscal quarter | P13W | P13W | P39W | P39W | P52W | |
Forecast [Member] | ||||||
Accounting Policies [Abstract] | ||||||
Number of weeks in fiscal year | 364 days | |||||
Number of weeks in fiscal quarter | P52W |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | Oct. 30, 2021 | Jan. 30, 2021 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Merchandise return liability | $ 6,223 | $ 5,271 |
Right of return asset | 3,139 | 2,749 |
Accounts receivable, net | 66,948 | 61,951 |
Reserves for estimated uncollectible amounts | 2,629 | 3,132 |
Net Receivables Due from Customers Under ValuePay [Member] | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Accounts receivable, net | $ 43,117 | $ 49,736 |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligations (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-11-01 $ in Thousands | Oct. 30, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue to be recognized from remaining performance obligation | $ 0 |
Revenue to be recognized from remaining performance obligation, expected timing of satisfaction, period | 1 year |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivative Instruments Balance Sheets Line Item (Details) - Designated as Hedging Instrument [Member] - Level 2 [Member] $ in Thousands | Oct. 30, 2021USD ($) |
Derivative Instruments, Balance Sheet [Line Items] | |
Total | $ 371 |
Foreign Exchange Contract [Member] | Accrued Liabilities [Member] | |
Derivative Instruments, Balance Sheet [Line Items] | |
Derivative liability | $ 371 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 28, 2021 | Dec. 31, 2021 | Oct. 30, 2021 | Sep. 30, 2021 | Jul. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jan. 30, 2021 |
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||||
Long-term debt, gross of unamortized issuance costs | $ 128,500 | |||||||
Interest rate (as a percent) | 8.50% | |||||||
Long-term debt | $ 46,650 | $ 53,380 | ||||||
Long-term credit facility, current maturities | 0 | 2,714 | ||||||
P N C Bank N. A. [Member] | ||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||||
Long-term credit facility, current maturities | 0 | 2,714 | ||||||
P N C Bank N. A. [Member] | Level 2 [Member] | ||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||||
Long-term debt | 0 | $ 53,380 | ||||||
Siena Lending Group [Member] | Level 2 [Member] | ||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||||
Long-term debt | $ 46,650 | |||||||
8.5% Senior Unsecured Notes 2026 [Member] | ||||||||
Fair Value, Option, Quantitative Disclosures [Line Items] | ||||||||
Offering price per share | $ 25 | |||||||
Long-term debt, gross of unamortized issuance costs | $ 80,000 | $ 80,000 | ||||||
Interest rate (as a percent) | 8.50% | 8.50% | 8.50% | 8.50% | 8.50% | 8.50% |
Television Broadcast Rights (De
Television Broadcast Rights (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 30, 2021 | Oct. 31, 2020 | Oct. 30, 2021 | Oct. 31, 2020 | Jan. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Less accumulated amortization | $ (1,056) | $ (1,056) | $ (512) | ||
Television broadcast rights, net | 41,865 | 41,865 | 7,028 | ||
Television broadcast rights obligation, total | 71,700 | 71,700 | |||
Current portion of television broadcast rights obligations | 25,937 | 25,937 | 29,173 | ||
Television Broadcast Rights [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Television broadcast rights | 99,301 | 99,301 | 43,655 | ||
Less accumulated amortization | (36,087) | (36,087) | (16,902) | ||
Television broadcast rights, net | 63,214 | 63,214 | $ 26,753 | ||
Television broadcast rights, additions | 55,700 | $ 30,600 | 55,700 | $ 30,600 | |
Amortization expense | 8,000 | 6,200 | $ 19,200 | 11,300 | |
Weighted average lives of television broadcast rights | 4 years | ||||
Interest expense, portion related to television distribution rights obligation | 952 | $ 488 | $ 2,049 | $ 891 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||||
Estimated amortization expense, fiscal 2021 | 26,200 | 26,200 | |||
Estimated amortization expense, fiscal 2022 | 18,200 | 18,200 | |||
Estimated amortization expense, fiscal 2023 | 11,100 | 11,100 | |||
Estimated amortization expense, fiscal 2024 | 11,100 | 11,100 | |||
Estimated amortization expense, fiscal 2025 | 11,100 | 11,100 | |||
Estimated amortization expense, thereafter | $ 4,600 | $ 4,600 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 30, 2021 | Oct. 31, 2020 | Oct. 30, 2021 | Oct. 31, 2020 | Jan. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets, Gross | $ 28,507 | $ 28,507 | $ 2,871 | ||
Less accumulated amortization | (1,056) | (1,056) | (512) | ||
Goodwill | 8,318 | 8,318 | |||
Total finite and indefinite-lived intangible assets | 36,825 | 36,825 | |||
Finite Lived Intangible Assets Excluding Television Distribution Rights [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense of intangible assets | 242 | $ 103 | 544 | $ 311 | |
Estimated amortization expense by fiscal year maturity [Abstract] | |||||
Estimated amortization expense, fiscal 2021 | 3,809 | 3,809 | |||
Estimated amortization expense, fiscal 2022 | 5,739 | 5,739 | |||
Estimated amortization expense, fiscal 2023 | 5,680 | 5,680 | |||
Estimated amortization expense, fiscal 2024 | 5,484 | 5,484 | |||
Estimated amortization expense, fiscal 2025 | 3,892 | 3,892 | |||
Estimated amortization expense, thereafter | 3,401 | 3,401 | |||
Trade Names [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets, Gross | 3,957 | 3,957 | 1,568 | ||
Less accumulated amortization | (225) | $ (225) | (124) | ||
Trade Names [Member] | Minimum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated useful life | 3 years | ||||
Trade Names [Member] | Maximum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated useful life | 15 years | ||||
Technology [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated useful life | 4 years | ||||
Finite-lived intangible assets, Gross | 11,133 | $ 11,133 | 772 | ||
Less accumulated amortization | (396) | (396) | (228) | ||
Customer Lists [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets, Gross | 13,225 | 13,225 | 339 | ||
Less accumulated amortization | (339) | $ (339) | (93) | ||
Customer Lists [Member] | Minimum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated useful life | 3 years | ||||
Customer Lists [Member] | Maximum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated useful life | 5 years | ||||
Vendor Exclusivity [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated useful life | 5 years | ||||
Finite-lived intangible assets, Gross | 192 | $ 192 | 192 | ||
Less accumulated amortization | $ (96) | $ (96) | $ (67) |
Credit Agreements (Details)
Credit Agreements (Details) | Sep. 28, 2021USD ($)$ / shares | Jul. 30, 2021USD ($) | Oct. 30, 2021USD ($)Dsubsidiary | May 01, 2021USD ($) | Oct. 31, 2020USD ($) | Oct. 30, 2021USD ($)Dsubsidiary | Oct. 31, 2020USD ($) | Apr. 30, 2023 | Jan. 31, 2023 | Oct. 31, 2022 | Jul. 31, 2022 | Apr. 30, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Sep. 29, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jan. 30, 2021USD ($) |
Debt Instrument [Line Items] | |||||||||||||||||||
Long-term debt, gross of unamortized issuance costs | $ 128,500,000 | $ 128,500,000 | |||||||||||||||||
Long-term debt | 46,650,000 | 46,650,000 | $ 53,380,000 | ||||||||||||||||
Less current portion of long-term credit facility | 0 | 0 | (2,714,000) | ||||||||||||||||
Long-term credit facility, excluding current portion | 46,650,000 | 46,650,000 | 50,666,000 | ||||||||||||||||
Long-term credit facilities, excluding current portion | 73,768,000 | 73,768,000 | 0 | ||||||||||||||||
Long-term credit facilities, excluding current portion | $ 120,418,000 | $ 120,418,000 | 50,666,000 | ||||||||||||||||
Interest rate per annum | 8.50% | 8.50% | |||||||||||||||||
Net proceeds from offering | $ 80,000,000 | ||||||||||||||||||
Payment for debt extinguishment costs | 405,000 | ||||||||||||||||||
Loss on debt extinguishment | $ (9,000) | (663,000) | |||||||||||||||||
Over-Allotment Option [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Principal amount denomination | 25 | ||||||||||||||||||
Integral multiples of excess principal amount | 25 | ||||||||||||||||||
Forecast [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Maximum senior net leverage ratio | 3.50 | ||||||||||||||||||
Term Loan [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Less unamortized debt issuance costs | (1,850,000) | (1,850,000) | (61,000) | ||||||||||||||||
P N C Bank N. A. [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Less current portion of long-term credit facility | 0 | 0 | (2,714,000) | ||||||||||||||||
Revolving line of credit facility, maximum borrowing capacity | $ 70,000,000 | ||||||||||||||||||
Interest expense | 0 | $ 743,000 | $ 1,558,000 | $ 2,767,000 | |||||||||||||||
Loss on debt extinguishment | $ 663,000 | ||||||||||||||||||
P N C Bank N. A. [Member] | Line of Credit [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Revolving loan | 41,000,000 | ||||||||||||||||||
P N C Bank N. A. [Member] | Term Loan [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Long-term debt, gross of unamortized issuance costs | 12,441,000 | ||||||||||||||||||
Siena Lending Group [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Amortization period | 3 years | ||||||||||||||||||
Revolving line of credit facility, maximum borrowing capacity | $ 80,000,000 | $ 80,000,000 | |||||||||||||||||
Maximum senior net leverage ratio | 3.50 | 3.50 | 2.50 | ||||||||||||||||
Monthly fee percentage | 0.50% | ||||||||||||||||||
Interest expense | $ 766,000 | 0 | $ 766,000 | 0 | |||||||||||||||
Siena Lending Group [Member] | Forecast [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Maximum senior net leverage ratio | 2.50 | 2.75 | 2.75 | 3 | 3.25 | ||||||||||||||
Siena Lending Group [Member] | Line of Credit [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Revolving loan | 20,000,000 | 20,000,000 | |||||||||||||||||
Remaining borrowing capacity | $ 45,200,000 | $ 45,200,000 | |||||||||||||||||
Siena Lending Group [Member] | LIBOR [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Number of business days | D | 3 | 3 | |||||||||||||||||
Debt instrument, basis spread on variable rate | 4.50% | ||||||||||||||||||
Siena Lending Group [Member] | London Inter bank Offered Rate LIBOR Floor [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, basis spread on variable rate | 0.50% | ||||||||||||||||||
Green Lake Real Estate Financing [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Interest rate per annum | 10.00% | 10.00% | |||||||||||||||||
Borrowed original amount | $ 28,500,000 | $ 28,500,000 | |||||||||||||||||
Payment for debt extinguishment costs | $ 100,000 | ||||||||||||||||||
Number of Subsidiaries | subsidiary | 2 | 2 | |||||||||||||||||
Term of written notice | 30 days | ||||||||||||||||||
Term of written notice from borrowers for prepayment | 90 days | ||||||||||||||||||
Interest expense | $ 904,000 | $ 0 | $ 904,000 | $ 0 | |||||||||||||||
Green Lake Real Estate Financing [Member] | Term Loan [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Long-term debt, gross of unamortized issuance costs | 28,500,000 | 28,500,000 | |||||||||||||||||
Long-term debt | $ 26,650,000 | $ 26,650,000 | 12,380,000 | ||||||||||||||||
Green Lake Real Estate Financing [Member] | Prime Rate [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Number of basis points in debt instrument | 200 | 200 | |||||||||||||||||
8.5% Senior Unsecured Notes 2026 [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Long-term debt, gross of unamortized issuance costs | $ 80,000,000 | $ 80,000,000 | $ 80,000,000 | ||||||||||||||||
Less unamortized debt issuance costs | (6,232,000) | (6,232,000) | |||||||||||||||||
Long-term credit facilities, excluding current portion | $ 73,768,000 | $ 73,768,000 | |||||||||||||||||
Interest rate per annum | 8.50% | 8.50% | 8.50% | 8.50% | 8.50% | 8.50% | 8.50% | ||||||||||||
Borrowed original amount | $ 75,000,000 | ||||||||||||||||||
Net proceeds | $ 73,700,000 | ||||||||||||||||||
Sinking fund | $ 0 | ||||||||||||||||||
Redemption price | $ / shares | $ 25.50 | ||||||||||||||||||
Number of days for redemption | 45 days | ||||||||||||||||||
Amount of minimum liquidity requirements | $ 15,000,000 | 15,000,000 | |||||||||||||||||
8.5% Senior Unsecured Notes 2026 [Member] | Over-Allotment Option [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Borrowed original amount | $ 5,000,000 | ||||||||||||||||||
8.5% Senior Unsecured Notes 2026 [Member] | On or after September 30, 2023 and prior to September 30, 2024 [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Redemption price | $ / shares | $ 25.75 | ||||||||||||||||||
8.5% Senior Unsecured Notes 2026 [Member] | On or after September 30, 2024 and prior to September 30, 2025 [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Redemption price | $ / shares | 25.50 | ||||||||||||||||||
8.5% Senior Unsecured Notes 2026 [Member] | On or after September 30, 2025 and prior to maturity [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Redemption price | $ / shares | $ 25.25 | ||||||||||||||||||
Minimum [Member] | P N C Bank N. A. [Member] | LIBOR [Member] | Line of Credit [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, basis spread on variable rate | 3.00% | ||||||||||||||||||
Minimum [Member] | P N C Bank N. A. [Member] | LIBOR [Member] | Term Loan [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, basis spread on variable rate | 5.00% | ||||||||||||||||||
Minimum [Member] | P N C Bank N. A. [Member] | Base Rate [Member] | Line of Credit [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, basis spread on variable rate | 2.00% | ||||||||||||||||||
Minimum [Member] | P N C Bank N. A. [Member] | Base Rate [Member] | Term Loan [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, basis spread on variable rate | 4.00% | ||||||||||||||||||
Maximum [Member] | P N C Bank N. A. [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Revolving line of credit facility, capacity available for the issuance of letters of credit | $ 6,000,000 | ||||||||||||||||||
Maximum [Member] | P N C Bank N. A. [Member] | LIBOR [Member] | Line of Credit [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, basis spread on variable rate | 4.50% | ||||||||||||||||||
Maximum [Member] | P N C Bank N. A. [Member] | LIBOR [Member] | Term Loan [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, basis spread on variable rate | 6.00% | ||||||||||||||||||
Maximum [Member] | P N C Bank N. A. [Member] | Base Rate [Member] | Line of Credit [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, basis spread on variable rate | 3.50% | ||||||||||||||||||
Maximum [Member] | P N C Bank N. A. [Member] | Base Rate [Member] | Term Loan [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt instrument, basis spread on variable rate | 5.00% | ||||||||||||||||||
Maximum [Member] | Siena Lending Group [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Letters of credit | 5,000,000 | 5,000,000 | |||||||||||||||||
Maximum [Member] | 8.5% Senior Unsecured Notes 2026 [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Amount of minimum liquidity requirements | 7,500,000 | 7,500,000 | |||||||||||||||||
Other Assets [Member] | P N C Bank N. A. [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Deferred financing costs, revolving line of credit, net | 0 | 0 | 243,000 | ||||||||||||||||
Other Assets [Member] | Siena Lending Group [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Deferred financing costs, revolving line of credit, net | $ 2,597,000 | $ 2,597,000 | $ 0 |
Credit Agreements - Maturities
Credit Agreements - Maturities of Long-Term Credit Facilities (Details) - USD ($) | Oct. 30, 2021 | Sep. 28, 2021 | Jan. 30, 2021 | Oct. 31, 2020 |
Maturities of Long-term Debt [Abstract] | ||||
Long-term credit facility, Maturities, Fiscal Year 2021 | $ 0 | |||
Long-term credit facility, Maturities, Fiscal Year 2022 | 0 | |||
Long-term credit facility, Maturities, Fiscal Year 2023 | 0 | |||
Long-term credit facility, Maturities, Fiscal Year 2024 | 48,500,000 | |||
Long-term credit facility, Maturities, Fiscal Year 2025 and thereafter | 80,000,000 | |||
Total | 128,500,000 | |||
Restricted Cash | 2,167,500 | $ 0 | $ 0 | |
8.5% Senior Unsecured Notes 2026 [Member] | ||||
Maturities of Long-term Debt [Abstract] | ||||
Long-term credit facility, Maturities, Fiscal Year 2025 and thereafter | 80,000,000 | |||
Total | 80,000,000 | $ 80,000,000 | ||
Line of Credit [Member] | Siena Lending Group [Member] | ||||
Maturities of Long-term Debt [Abstract] | ||||
Long-term credit facility, Maturities, Fiscal Year 2021 | 0 | |||
Long-term credit facility, Maturities, Fiscal Year 2022 | 0 | |||
Long-term credit facility, Maturities, Fiscal Year 2023 | 0 | |||
Long-term credit facility, Maturities, Fiscal Year 2024 | 20,000,000 | |||
Long-term credit facility, Maturities, Fiscal Year 2025 and thereafter | 0 | |||
Total | 20,000,000 | |||
Term Loan [Member] | Green Lake Real Estate Financing [Member] | ||||
Maturities of Long-term Debt [Abstract] | ||||
Long-term credit facility, Maturities, Fiscal Year 2021 | 0 | |||
Long-term credit facility, Maturities, Fiscal Year 2022 | 0 | |||
Long-term credit facility, Maturities, Fiscal Year 2023 | 0 | |||
Long-term credit facility, Maturities, Fiscal Year 2024 | 28,500,000 | |||
Long-term credit facility, Maturities, Fiscal Year 2025 and thereafter | 0 | |||
Total | $ 28,500,000 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) - shares | Oct. 30, 2021 | Jan. 30, 2021 | Jul. 13, 2020 |
Capital stock, Authorized | 10,000,000 | 10,000,000 | |
Common Stock, Shares Authorized | 29,600,000 | 29,600,000 | 20,000,000 |
Common stock, shares issued | 21,560,514 | 13,019,061 | |
Common stock, shares outstanding | 21,560,514 | 13,019,061 | |
Preferred stock, shares authorized | 400,000 | 400,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Series A Junior Participating Cumulative Preferred Stock [Member] | |||
Common Stock, Shares Authorized | 20,000,000 | ||
Preferred stock, shares authorized | 400,000 |
Shareholders' Equity - Public O
Shareholders' Equity - Public Offerings and Private Placement Securities Purchase Agreement and Registered Direct Offering (Details) - USD ($) | Jun. 09, 2021 | Feb. 18, 2021 | Aug. 28, 2020 | Apr. 17, 2020 | Apr. 14, 2020 | Oct. 31, 2020 | Oct. 30, 2021 | Oct. 31, 2020 |
Securities Purchase Agreements [Line Items] | ||||||||
Common stock issued, Shares | 4,830,918 | 3,289,000 | 2,760,000 | 1,836,314 | ||||
Price per share of common stock | $ 9 | $ 7 | $ 6.25 | |||||
Warrant exercise price per share | $ 0.001 | |||||||
Gross proceeds from private placement securities issuance | $ 1,500,000 | $ 2,500,000 | $ 4,000,000 | |||||
Securities issuance costs | 190,000 | |||||||
Proceeds from issuance of common stock and warrants | $ 40,100,000 | $ 21,200,000 | $ 15,800,000 | $ 61,368,000 | $ 20,043,000 | |||
Blocker Provision, Maximum Ownership Percentage of Outstanding Common Stock | 19.999% | |||||||
Exercise of warrants, Shares | 114,698 | |||||||
Over-Allotment Option [Member] | ||||||||
Securities Purchase Agreements [Line Items] | ||||||||
Common stock issued, Shares | 429,000 | 360,000 | ||||||
Warrants Granted July 11, 2020 [Member] | ||||||||
Securities Purchase Agreements [Line Items] | ||||||||
Warrant exercise price per share | $ 2.66 | |||||||
Expiration date of warrants | Apr. 14, 2025 | |||||||
Warrants Granted April Through July2020 Excluding Fully Paid Warrants [Member] | ||||||||
Securities Purchase Agreements [Line Items] | ||||||||
Warrants issued | 979,190 | 979,190 | ||||||
Warrant exercise price per share | $ 2.66 | $ 2.66 | ||||||
Expiration date of warrants | Apr. 14, 2025 | Apr. 14, 2025 | ||||||
Warrants Granted July2020 Fully Paid [Member] | ||||||||
Securities Purchase Agreements [Line Items] | ||||||||
Warrants issued | 114,698 | 114,698 | ||||||
Warrant exercise price per share | $ 0.001 | $ 0.001 |
Shareholders' Equity - Warrants
Shareholders' Equity - Warrants (Details) | 9 Months Ended |
Oct. 30, 2021$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | 1,416,504 |
Warrants exercisable | 1,416,504 |
Warrant exercise period | 5 years |
Exercise Price (Per Share) | $ / shares | $ 0.001 |
Warrants Granted November 10, 2016 [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | 33,386 |
Warrants exercisable | 33,386 |
Exercise Price (Per Share) | $ / shares | $ 30 |
Expiration Date | Nov. 10, 2021 |
Warrants Granted January 23, 2017 [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | 48,930 |
Warrants exercisable | 48,930 |
Exercise Price (Per Share) | $ / shares | $ 17.60 |
Expiration Date | Jan. 23, 2022 |
Warrants Granted March 16, 2017 [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | 5,000 |
Warrants exercisable | 5,000 |
Exercise Price (Per Share) | $ / shares | $ 19.20 |
Expiration Date | Mar. 16, 2022 |
Warrants Granted May 2, 2019 [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | 349,998 |
Warrants exercisable | 349,998 |
Exercise Price (Per Share) | $ / shares | $ 15 |
Expiration Date | May 2, 2024 |
Warrants Granted April 17, 2020 [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | 367,197 |
Warrants exercisable | 367,197 |
Exercise Price (Per Share) | $ / shares | $ 2.66 |
Expiration Date | Apr. 14, 2025 |
Warrants Granted May 22, 2020 [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | 122,398 |
Warrants exercisable | 122,398 |
Exercise Price (Per Share) | $ / shares | $ 2.66 |
Expiration Date | Apr. 14, 2025 |
Warrants Granted June 8, 2020 [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | 122,399 |
Warrants exercisable | 122,399 |
Exercise Price (Per Share) | $ / shares | $ 2.66 |
Expiration Date | Apr. 14, 2025 |
Warrants Granted June12, 2020 [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | 122,398 |
Warrants exercisable | 122,398 |
Exercise Price (Per Share) | $ / shares | $ 2.66 |
Expiration Date | Apr. 14, 2025 |
Warrants Granted July 11, 2020 [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | 244,798 |
Warrants exercisable | 244,798 |
Exercise Price (Per Share) | $ / shares | $ 2.66 |
Expiration Date | Apr. 14, 2025 |
Shareholders' Equity - Restrict
Shareholders' Equity - Restricted Stock Units (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 30, 2021 | Oct. 31, 2020 | Oct. 30, 2021 | Oct. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Period for recognition of unrecognized compensation cost | 2 years 6 months | |||
Share-based payment compensation | $ 2,385 | $ 1,227 | ||
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted, shares | 901 | |||
Unrecognized compensation cost related to non-vested awards | $ 2,490 | $ 2,490 | ||
Share-based payment compensation | $ 53 | $ (219) | 246 | (55) |
Restricted stock vested in period, total fair value | $ 1,255 | $ 316 | ||
Restricted Stock Units Time Based [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted, shares | 824 | |||
Award Vesting Period | 3 years | |||
Non-employee Director [Member] | Restricted Stock Units Time Based [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award Vesting Period | 12 months |
Shareholders' Equity - Restri_2
Shareholders' Equity - Restricted Stock Award (Details) | 9 Months Ended |
Oct. 30, 2021 | |
Equity [Abstract] | |
Period for recognition of unrecognized compensation cost | 2 years 6 months |
Shareholders' Equity - Stock Co
Shareholders' Equity - Stock Compensation Plans (Details) - The 2020 Equity Incentive Plan [Member] | 9 Months Ended |
Oct. 30, 2021shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares authorized under the 2020 Plan | 3,000,000 |
Stock Options [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price of common stock, percent | 100.00% |
Award Vesting Period | 3 years |
Stock Options [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Grant term limit after the effective date of the respective plan's inception | 10 years |
Exercise term limit from date of grant | 10 years |
Shareholders' Equity - Stock Op
Shareholders' Equity - Stock Option Awards - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Oct. 30, 2021 | Jul. 31, 2021 | May 01, 2021 | Oct. 31, 2020 | Aug. 01, 2020 | May 02, 2020 | Oct. 30, 2021 | Oct. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted, weighted average grant date fair value | $ 6.08 | $ 6.41 | $ 6.38 | |||||
Intrinsic value of options exercised | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Period for recognition of unrecognized compensation cost | 2 years 6 months | |||||||
Stock Options [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock option awards compensation expense | 64 | $ 5 | $ 116 | $ 116 | ||||
Unrecognized compensation cost related to non-vested awards | $ 340 | $ 340 | ||||||
Period for recognition of unrecognized compensation cost | 2 years 6 months |
Shareholders' Equity - Stock _2
Shareholders' Equity - Stock Option Awards - Grant Volatility (Details) - Stock Options [Member] | 9 Months Ended |
Oct. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility rate | 85.00% |
Expected term (in years) | 6 years |
Risk-free interest rate | 1.02% |
Shareholders' Equity - Stock _3
Shareholders' Equity - Stock Option Awards - Activity (Details) | 9 Months Ended |
Oct. 30, 2021$ / sharesshares | |
The 2020 Equity Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Granted | shares | 127,000 |
Balance outstanding at end of period | shares | 127,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |
Granted, weighted average exercise price | $ / shares | $ 7.71 |
Balance outstanding at end of period, weighted average exercise price | $ / shares | $ 7.71 |
A 2011 Omnibus Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Balance outstanding at beginning of period | shares | 34,000 |
Granted | shares | 0 |
Exercised | shares | 0 |
Forfeited or canceled | shares | 0 |
Balance outstanding at end of period | shares | 34,000 |
Options exercisable | shares | 30,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |
Balance outstanding at beginning of period, weighted average exercise price | $ / shares | $ 12.87 |
Granted, weighted average exercise price | $ / shares | 0 |
Exercised, weighted average exercise price | $ / shares | 0 |
Forfeited or canceled, weighted average exercise price | $ / shares | 0 |
Balance outstanding at end of period, weighted average exercise price | $ / shares | 12.87 |
Options exercisable, weighted average exercise price | $ / shares | $ 13.67 |
A2004 Omnibus Incentive Stock Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Balance outstanding at beginning of period | shares | 3,000 |
Granted | shares | 0 |
Exercised | shares | 0 |
Forfeited or canceled | shares | 0 |
Balance outstanding at end of period | shares | 3,000 |
Options exercisable | shares | 3,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |
Balance outstanding at beginning of period, weighted average exercise price | $ / shares | $ 53.49 |
Granted, weighted average exercise price | $ / shares | 0 |
Exercised, weighted average exercise price | $ / shares | 0 |
Forfeited or canceled, weighted average exercise price | $ / shares | 0 |
Balance outstanding at end of period, weighted average exercise price | $ / shares | 53.49 |
Options exercisable, weighted average exercise price | $ / shares | $ 53.49 |
Shareholders' Equity - Stock _4
Shareholders' Equity - Stock Option Awards - Outstanding Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Oct. 30, 2021 | Jan. 30, 2021 | |
A 2011 Omnibus Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options outstanding | 34,000 | 34,000 |
Options outstanding, weighted average exercise price | $ 12.87 | $ 12.87 |
Options outstanding, weighted average remaining contractual life | 5 years 3 months 18 days | |
Options outstanding, aggregate intrinsic value | $ 13 | |
Vested or expected to vest, outstanding | 33,000 | |
Vested or expected to vest, outstanding, weighted average exercise price | $ 13.01 | |
Vested or expected to vest, outstanding, weighted average remaining contractual life | 5 years 3 months 18 days | |
Vested or expected to vest, outstanding, aggregate intrinsic value | $ 12 | |
A 2011 Omnibus Incentive Plan Two [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options outstanding | 127,000 | |
Options outstanding, weighted average exercise price | $ 7.71 | |
Options outstanding, weighted average remaining contractual life | 9 years 7 months 6 days | |
Options outstanding, aggregate intrinsic value | $ 0 | |
Vested or expected to vest, outstanding | 111,000 | |
Vested or expected to vest, outstanding, weighted average exercise price | $ 7.71 | |
Vested or expected to vest, outstanding, weighted average remaining contractual life | 9 years 7 months 6 days | |
Vested or expected to vest, outstanding, aggregate intrinsic value | $ 0 | |
A2004 Omnibus Incentive Stock Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options outstanding | 3,000 | 3,000 |
Options outstanding, weighted average exercise price | $ 53.49 | $ 53.49 |
Options outstanding, weighted average remaining contractual life | 2 years 4 months 24 days | |
Options outstanding, aggregate intrinsic value | $ 0 | |
Vested or expected to vest, outstanding | 3,000 | |
Vested or expected to vest, outstanding, weighted average exercise price | $ 53.49 | |
Vested or expected to vest, outstanding, aggregate intrinsic value | $ 0 |
Shareholders' Equity - Performa
Shareholders' Equity - Performance Based Stock Units Activity (Details) - shares | 9 Months Ended | |
Oct. 30, 2021 | Oct. 31, 2020 | |
Performance Based Units [ Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted, shares | 77,000 | |
Performance Share Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted, shares | 77,408 | 146,000 |
Performance Share Units [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of Units Vested | 0.00% | 0.00% |
Performance Share Units [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of Units Vested | 200.00% | 125.00% |
Shareholders' Equity - Non-Vest
Shareholders' Equity - Non-Vested Restricted Stock Units Activity (Details) shares in Thousands | 9 Months Ended |
Oct. 30, 2021$ / sharesshares | |
Market Based Restricted Stock Units [Member] | |
Summary of changes in Company's non-vested restricted stock during period [Roll Forward] | |
Non-vested restricted stock shares outstanding at beginning of period | shares | 60 |
Granted, shares | shares | 0 |
Vested, shares | shares | 0 |
Forfeited, shares | shares | 0 |
Non-vested restricted stock shares outstanding at end of period | shares | 60 |
Summary of changes in Company's non-vested restricted stock during period, weighted average grant date fair value [Roll Forward] | |
Non-vested restricted stock shares outstanding at beginning of period, weighted average grant date fair value per share | $ / shares | $ 3.52 |
Granted, weighted average grant date fair value per share | $ / shares | 0 |
Vested, weighted average grant date fair value per share | $ / shares | 0 |
Forfeited, weighted average grant date fair value per share | $ / shares | 0 |
Non-vested restricted stock shares outstanding at end of period, weighted average grant date fair value per share | $ / shares | $ 3.52 |
Restricted Stock Units Time Based [Member] | |
Summary of changes in Company's non-vested restricted stock during period [Roll Forward] | |
Non-vested restricted stock shares outstanding at beginning of period | shares | 736 |
Granted, shares | shares | 824 |
Vested, shares | shares | (336) |
Forfeited, shares | shares | (42) |
Non-vested restricted stock shares outstanding at end of period | shares | 1,182 |
Summary of changes in Company's non-vested restricted stock during period, weighted average grant date fair value [Roll Forward] | |
Non-vested restricted stock shares outstanding at beginning of period, weighted average grant date fair value per share | $ / shares | $ 4.03 |
Granted, weighted average grant date fair value per share | $ / shares | 9.33 |
Vested, weighted average grant date fair value per share | $ / shares | 5.83 |
Forfeited, weighted average grant date fair value per share | $ / shares | 4.15 |
Non-vested restricted stock shares outstanding at end of period, weighted average grant date fair value per share | $ / shares | $ 7.39 |
Restricted Stock Units (RSUs) [Member] | |
Summary of changes in Company's non-vested restricted stock during period [Roll Forward] | |
Non-vested restricted stock shares outstanding at beginning of period | shares | 942 |
Granted, shares | shares | 901 |
Vested, shares | shares | (336) |
Forfeited, shares | shares | (42) |
Non-vested restricted stock shares outstanding at end of period | shares | 1,465 |
Summary of changes in Company's non-vested restricted stock during period, weighted average grant date fair value [Roll Forward] | |
Non-vested restricted stock shares outstanding at beginning of period, weighted average grant date fair value per share | $ / shares | $ 3.64 |
Granted, weighted average grant date fair value per share | $ / shares | 9.28 |
Vested, weighted average grant date fair value per share | $ / shares | 5.83 |
Forfeited, weighted average grant date fair value per share | $ / shares | 4.15 |
Non-vested restricted stock shares outstanding at end of period, weighted average grant date fair value per share | $ / shares | $ 6.74 |
Performance Based Units [ Member] | |
Summary of changes in Company's non-vested restricted stock during period [Roll Forward] | |
Non-vested restricted stock shares outstanding at beginning of period | shares | 146 |
Granted, shares | shares | 77 |
Non-vested restricted stock shares outstanding at end of period | shares | 223 |
Summary of changes in Company's non-vested restricted stock during period, weighted average grant date fair value [Roll Forward] | |
Non-vested restricted stock shares outstanding at beginning of period, weighted average grant date fair value per share | $ / shares | $ 1.69 |
Granted, weighted average grant date fair value per share | $ / shares | 8.72 |
Non-vested restricted stock shares outstanding at end of period, weighted average grant date fair value per share | $ / shares | $ 4.13 |
Net Income (Loss) Per Common _3
Net Income (Loss) Per Common Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 30, 2021 | Oct. 31, 2020 | Oct. 30, 2021 | Oct. 31, 2020 | |
Numerator: | ||||
Net loss | $ (9,492,000) | $ (4,748,000) | $ (16,970,000) | $ (10,522,000) |
Earnings allocated to participating share awards | 0 | 0 | 0 | 0 |
Net loss attributable to common shares - Basic and diluted | $ (9,492,000) | $ (4,748,000) | $ (16,970,000) | $ (10,522,000) |
Denominator: | ||||
Weighted average number of common shares outstanding - Basic (a) | 21,503,340 | 12,177,990 | 18,710,658 | 10,000,383 |
Dilutive effect of stock options, non-vested shares and warrants (b) | 0 | 0 | 0 | 0 |
Weighted average number of common shares outstanding - Diluted | 21,503,340 | 12,177,990 | 18,710,658 | 10,000,383 |
Net loss per common share | $ (0.44) | $ (0.39) | $ (0.91) | $ (1.05) |
Net loss per common share - assuming dilution | $ (0.44) | $ (0.39) | $ (0.91) | $ (1.05) |
Incremental common shares includes in calculation of basic EPS attributable to the effect of fully-paid warrants | 21,000 | 21,000 | ||
Warrant exercise price per share | $ 0.001 | $ 0.001 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 658,000 | 992,000 | 796,000 | 476,000 |
Business Segments and Sales b_3
Business Segments and Sales by Product Group - Net Sales by Segment and Significant Product Groups (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 30, 2021USD ($) | Oct. 31, 2020USD ($) | Oct. 30, 2021USD ($)segment | Oct. 31, 2020USD ($) | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Net sales | $ 130,681 | $ 109,025 | $ 357,325 | $ 329,374 |
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | ||||
Number of Reportable Segments | segment | 2 | |||
Shop H Q Segment [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Net sales | 97,358 | 104,282 | $ 291,327 | 318,751 |
Shop H Q Segment [Member] | Jewelry Watches [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Net sales | 38,269 | 36,744 | 122,568 | 115,204 |
Shop H Q Segment [Member] | Home Consumer Electronics [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Net sales | 15,166 | 14,805 | 42,711 | 39,947 |
Shop H Q Segment [Member] | Beauty Wellness [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Net sales | 21,139 | 31,105 | 57,043 | 98,539 |
Shop H Q Segment [Member] | Fashion Accessories [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Net sales | 12,697 | 9,787 | 38,388 | 33,462 |
Shop H Q Segment [Member] | All Other [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Net sales | 10,087 | 11,841 | 30,617 | 31,599 |
Emerging Segment [Member] | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Net sales | $ 33,323 | $ 4,743 | $ 65,998 | $ 10,623 |
Business Segments and Sales b_4
Business Segments and Sales by Product Group - Performance Measures by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 30, 2021 | Oct. 31, 2020 | Oct. 30, 2021 | Oct. 31, 2020 | |
Segment Reporting Information [Line Items] | ||||
Gross Profit | $ 54,421 | $ 40,814 | $ 148,414 | $ 122,663 |
Operating income (loss) | (6,002) | (3,395) | (10,423) | (6,559) |
Depreciation and amortization | 10,677 | 8,952 | 27,565 | 19,697 |
Emerging Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Gross Profit | 12,994 | 2,013 | 27,299 | 4,176 |
Operating income (loss) | 802 | (952) | 1,048 | (4,061) |
Depreciation and amortization | 428 | 194 | 1,082 | 521 |
Shop H Q Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Gross Profit | 41,427 | 38,801 | 121,115 | 118,487 |
Operating income (loss) | (6,804) | (2,443) | (11,471) | (2,498) |
Depreciation and amortization | 10,249 | 8,758 | 26,483 | 19,176 |
Distribution facility depreciation included as a component of cost of sales | $ 936 | $ 975 | $ 2,838 | $ 2,997 |
Leases - Schedule of Changes in
Leases - Schedule of Changes in Accounting Policy (Details) $ in Thousands | Oct. 30, 2021USD ($) |
Lease extension options [Abstract] | |
Lessee extension options included in the lease liability and right-of-use assets | $ 0 |
Leases not yet commenced [Abstract] | |
Operating and finance leases not yet commenced | $ 0 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 30, 2021 | Oct. 31, 2020 | Oct. 30, 2021 | Oct. 31, 2020 | |
Lease, Cost [Abstract] | ||||
Operating lease cost | $ 323,000 | $ 241,000 | $ 884,000 | $ 731,000 |
Short-term lease cost | 34,000 | 15,000 | 64,000 | 60,000 |
Variable lease cost (a) | 31,000 | 19,000 | 73,000 | 72,000 |
Finance lease amortization of right-of-use assets | 16,000 | 26,000 | 70,000 | 76,000 |
Interest expense on finance lease liabilities | $ 1,000 | $ 2,000 | $ 2,300 | $ 5,000 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 30, 2021 | Oct. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows used for operating leases | $ 822 | $ 824 |
Operating cash flows used for finance leases | 2 | 5 |
Financing cash flows used for finance leases | 70 | 75 |
Right-of-use assets obtained In exchange for lease liabilities: | ||
Operating leases | 3,268 | 1,299 |
Finance leases | $ 0 | $ 62 |
Leases - Weighted Average Remai
Leases - Weighted Average Remaining Lease Term and Weighted Average Discount Rate (Details) | Oct. 30, 2021 | Oct. 31, 2020 |
Weighted average remaining lease term: | ||
Operating leases | 3 years 6 months | 2 years 7 months 6 days |
Finance leases | 7 months 6 days | 1 year 3 months 18 days |
Weighted average discount rate: | ||
Operating leases | 6.40% | 6.80% |
Finance leases | 5.80% | 5.70% |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Oct. 30, 2021 | Jan. 30, 2021 |
Operating lease right-of-use assets | $ 3,523 | $ 1,116 |
Finance lease right-of-use assets | 35 | 101 |
Total lease right-of-use assets | 3,558 | 1,217 |
Current portion of operating lease liabilities | 1,046 | 462 |
Operating Lease, Liability, Total | 3,614 | 1,108 |
Current portion of finance lease liabilities | 35 | 86 |
Finance lease liabilities, excluding current portion | 19 | |
Total finance lease liabilities | 35 | 105 |
Total lease liabilities | 3,649 | 1,213 |
Other long term liabilities [Member] | ||
Operating lease liabilities, excluding current portion | $ 2,568 | $ 646 |
Leases - Future Maturities of L
Leases - Future Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Oct. 30, 2021 | Jan. 30, 2021 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2021 | $ 320 | |
2022 | 1,271 | |
2023 | 1,106 | |
2024 | 889 | |
Thereafter | 708 | |
Total lease payments | 4,294 | |
Less imputed interest | (680) | |
Total lease liabilities | 3,614 | $ 1,108 |
Finance Lease, Liability, Payment, Due [Abstract] | ||
2021 | 17 | |
2022 | 19 | |
2023 | 0 | |
2024 | 0 | |
Thereafter | 0 | |
Total lease payments | 36 | |
Less imputed interest | (1) | |
Total lease liabilities | $ 35 | $ 105 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Jan. 30, 2021 | Oct. 30, 2021 | Jul. 10, 2015 | |
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | $ 397,000,000 | ||
Shareholder Rights Plan [Abstract] | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |
One one-thousandth of a share of Preferred Stock unit price | $ 90 | ||
Earliest Tax Year [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards, Expiration Date | Feb. 3, 2024 | ||
Latest Tax Year [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards, Expiration Date | Jan. 30, 2038 |
Related Party Transactions (Det
Related Party Transactions (Details) | Jun. 09, 2021USD ($)itemshares | Feb. 18, 2021USD ($)shares | Aug. 28, 2020USD ($)shares | Apr. 16, 2020USD ($) | Apr. 14, 2020shares | Oct. 30, 2021USD ($)shares | Oct. 31, 2020USD ($) | Oct. 30, 2021USD ($)shares | Oct. 31, 2020USD ($) | Jan. 30, 2021USD ($)shares |
Related Party Transaction [Line Items] | ||||||||||
Common stock and warrant issuance (in shares) | shares | 4,830,918 | 3,289,000 | 2,760,000 | 1,836,314 | ||||||
Warrants outstanding | shares | 1,416,504 | 1,416,504 | ||||||||
Proceeds from issuance of common stock and warrants | $ 40,100,000 | $ 21,200,000 | $ 15,800,000 | $ 61,368,000 | $ 20,043,000 | |||||
Restricted Stock Units (RSUs) [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Granted, shares | shares | 901,000 | |||||||||
Shares issued | shares | 1,465,000 | 1,465,000 | 942,000 | |||||||
Invicta Media Investments L L C [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock and warrant issuance (in shares) | shares | 256,000 | 734,394 | ||||||||
Warrants outstanding | shares | 367,196 | 367,196 | ||||||||
Proceeds from issuance of common stock and warrants | $ 1,500,000 | |||||||||
Michaeland Leah Friedman [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock and warrant issuance (in shares) | shares | 727,022 | |||||||||
Warrants outstanding | shares | 367,196 | 367,196 | ||||||||
Proceeds from issuance of common stock and warrants | $ 1,500,000 | |||||||||
Retailing Enterprises L L C [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Accounts Receivable, Related Parties, Current | $ 251,000 | 251,000 | $ 641,000 | |||||||
Commissions expense | $ 142,000 | 263,000 | ||||||||
Credit period on watch trade offer | 5 years | |||||||||
Sterling Time [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Accounts Receivable, Related Parties, Current | 1,000,000 | $ 1,000,000 | 825,000 | |||||||
Purchased products from related party | 35,700,000 | 41,200,000 | ||||||||
Accounts Payable Cap Balance, Fiscal Quarters One Through Three To May 31, 2022 | $ 3,000,000 | |||||||||
Accounts Payable Cap Balance, For Fiscal Quarter Four Until May 31, 2022 | $ 4,000,000 | |||||||||
Famjams Trading L L C [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Purchased products from related party | 21,700,000 | 12,600,000 | ||||||||
Revenue from related parties | 4,000 | $ 41,000 | ||||||||
Net trade payable owed to related party | 4,400,000 | 4,400,000 | 900,000 | |||||||
Famjams Trading L L C [Member] | Confidential Vendor Exclusivity Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of largest vendors | item | 10 | |||||||||
Term of agreement | 5 years | |||||||||
Extension term of agreement | 5 years | |||||||||
Cash deposit used as working capital | $ 6,000,000 | |||||||||
Percentage of interest on cash deposit | 5.00% | |||||||||
Famjams Trading L L C [Member] | Confidential Vendor Exclusivity Agreement [Member] | Line of Credit [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Long-term Line of Credit | $ 2,000,000 | |||||||||
Famjams Trading L L C [Member] | Confidential Vendor Exclusivity Agreement [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Term of agreement | 5 years | |||||||||
Value of share based compensation other than option issuable | $ 1,500,000 | |||||||||
Shares issued | shares | 147,347 | |||||||||
Percentage of Units Vested | 20.00% | |||||||||
T W I Watches L L C [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Purchased products from related party | 478,000 | $ 567,000 | ||||||||
Net trade payable owed to related party | $ 141,000 | $ 141,000 | $ 256,000 | |||||||
IWCA | Confidential Vendor Exclusivity Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Term of agreement | 5 years | |||||||||
Extension term of agreement | 5 years | |||||||||
Total grant date fair value | $ 4,500,000 | |||||||||
Granted, shares | shares | 442,043 | |||||||||
Percentage of Units Vested | 20.00% | |||||||||
IWCA | Confidential Vendor Exclusivity Agreement [Member] | IWCA Revolver, First, Second and Third Quarters [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Long-term Line of Credit | $ 3,000,000 | |||||||||
IWCA | Confidential Vendor Exclusivity Agreement [Member] | IWCA Revolver, Fourth Quarter [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Long-term Line of Credit | $ 4,000,000 |
Restructuring Costs (Details)
Restructuring Costs (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Oct. 30, 2021 | Oct. 31, 2020 | May 02, 2020 | Oct. 30, 2021 | Oct. 31, 2020 | |
Restructuring Costs [Abstract] | |||||
Restructuring charges | $ 634,000 | $ 55,000 | $ 209,000 | $ 634,000 | $ 264,000 |
Restructuring Costs - Schedule
Restructuring Costs - Schedule of Activity Under the Restructuring Program (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Oct. 30, 2021 | Oct. 31, 2020 | May 02, 2020 | Oct. 30, 2021 | Oct. 31, 2020 | |
Restructuring Reserve [Roll Forward] | |||||
Restructuring Reserve, Beginning Balance | $ 47,000 | ||||
Restructuring charges | $ 634,000 | $ 55,000 | $ 209,000 | 634,000 | $ 264,000 |
Cash Payments | (47,000) | ||||
Restructuring Reserve, Ending Balance | 634,000 | 634,000 | |||
Severance [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring Reserve, Beginning Balance | 42,000 | ||||
Restructuring charges | 634,000 | ||||
Cash Payments | (42,000) | ||||
Restructuring Reserve, Ending Balance | 634,000 | 634,000 | |||
Other Incremental Costs [Member] | |||||
Restructuring Reserve [Roll Forward] | |||||
Restructuring Reserve, Beginning Balance | 5,000 | ||||
Cash Payments | (5,000) | ||||
Restructuring Reserve, Ending Balance | $ 0 | $ 0 |
Business Acquisitions - Synacor
Business Acquisitions - Synacor's Portal and Advertising Segment (Details) $ in Thousands | Jul. 30, 2021USD ($)item | Oct. 30, 2021USD ($) |
Business Acquisition [Line Items] | ||
Cash consideration | $ 23,500 | |
Interest rate (as a percent) | 8.50% | |
Allocation of assets acquired and liabilities on respective fair value | ||
Goodwill and Intangible assets | $ 28,400 | |
Synacor's Portal and Advertising Segment [Member] | ||
Business Acquisition [Line Items] | ||
Cash consideration | 20,000 | |
Liabilities assumed | 10,000 | |
Assumed liabilities | 7,253 | |
Quarterly installment payment | $ 1,000 | |
Number of quarterly installments for note payable | item | 10 | |
Allocation of assets acquired and liabilities on respective fair value | ||
Accounts Receivable and Prepaid | $ 8,019 | |
Fixed assets | 805 | |
Goodwill and Intangible assets | 28,429 | |
Liabilities assumed | (7,253) | |
Total consideration | $ 30,000 | |
Synacor's Portal and Advertising Segment [Member] | Minimum [Member] | ||
Business Acquisition [Line Items] | ||
Interest rate (as a percent) | 6.00% | |
Synacor's Portal and Advertising Segment [Member] | Maximum [Member] | ||
Business Acquisition [Line Items] | ||
Interest rate (as a percent) | 11.00% |
Business Acquisitions (Details)
Business Acquisitions (Details) - USD ($) $ in Thousands | Feb. 05, 2021 | Oct. 30, 2021 |
Business Acquisition [Line Items] | ||
Cash payment Paid | $ 23,500 | |
The Closeout.com Joint Venture [Member] | ||
Business Acquisition [Line Items] | ||
Assets contributed to acquire interest in joint venture | $ 3,500 | |
Interest in the joint venture | 51.00% | |
Revolving line of credit facility, maximum borrowing capacity | $ 1,000 | |
The Closeout.com Joint Venture [Member] | London Inter bank Offered Rate LIBOR Floor [Member] | ||
Business Acquisition [Line Items] | ||
Debt instrument, basis spread on variable rate | 4.25% | |
The Closeout.com Joint Venture [Member] | LIBOR [Member] | ||
Business Acquisition [Line Items] | ||
Debt instrument, basis spread on variable rate | 4.00% | |
The Closeout.com Joint Venture [Member] | LAKR Ecomm Group LLC [Member] | ||
Business Acquisition [Line Items] | ||
Assets contributed to acquire interest in joint venture | $ 3,400 | |
Interest in the joint venture | 49.00% |
Business Acquisitions - Christo
Business Acquisitions - Christopher & Banks Transaction (Details) | Mar. 01, 2021USD ($)store | Oct. 30, 2021USD ($) | Jul. 30, 2021USD ($) |
Business Acquisition [Line Items] | |||
Cash payment Paid | $ 23,500,000 | ||
Allocation of assets acquired and liabilities on respective fair value | |||
Goodwill and Intangible assets | $ 28,400,000 | ||
Christopher & Banks, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Number of retail stores | store | 2 | ||
Cash payment Paid | $ 3,500,000 | ||
Assumed liabilities | 4,198,000 | ||
Outstanding amount | 1,500,000 | ||
Total consideration | $ 5,000,000 | ||
Period of time after the acquisition closing date when the purchase price allocation may be adjusted | 1 year | ||
Allocation of assets acquired and liabilities on respective fair value | |||
Inventory | $ 4,091,000 | ||
Fixed assets | 1,500,000 | ||
Goodwill and Intangible assets | 3,607,000 | ||
Liabilities assumed | (4,198,000) | ||
Total consideration | $ 5,000,000 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands, € in Millions | Nov. 05, 2021USD ($)item | Nov. 05, 2021EUR (€)item | Oct. 30, 2021USD ($) | Nov. 05, 2021EUR (€) |
Subsequent Event [Line Items] | ||||
Cash consideration | $ | $ 23,500 | |||
Subsequent Event | 1-2-3.tv Group [Member] | ||||
Subsequent Event [Line Items] | ||||
Purchase price | $ 93,000 | € 80 | ||
Payment for cash-on-hand | 3,800 | 3.3 | ||
Payment for excess working capital | 3,400 | 2.9 | ||
Cash consideration | 72,100 | 62 | ||
Liabilities incurred | $ 20,900 | € 18 | ||
Number of vendor loan installment payments | item | 2 | 2 | ||
Amount of vendor loan installment payment | $ 10,500 | € 9 | ||
Interest rate (as a percent) | 8.50% | 8.50% | ||
Commencement period for interest | 6 months | 6 months | ||
Earn out payment | $ 16,500 | € 14 | ||
Earn out payment in year 2023 | 14 | |||
Earn out payment in year 2024 | 14 | |||
Subsequent Event | 1-2-3.tv Group [Member] | Maximum [Member] | ||||
Subsequent Event [Line Items] | ||||
Earn out payment | $ 49,600 | € 42 |