Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Apr. 30, 2022 | Jun. 02, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Apr. 30, 2022 | |
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 | 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 | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 24,084,017 | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | IMBI | |
Security Exchange Name | NASDAQ | |
8.5% Senior unsecured notes | ||
Document Information [Line Items] | ||
Title of 12(b) Security | 8.5% Senior Unsecured Notes due 2026 | |
Trading Symbol | IMBIL | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Apr. 30, 2022 | Jan. 29, 2022 |
Current assets: | ||
Cash | $ 12,049 | $ 11,295 |
Restricted Cash | 1,893 | 1,893 |
Accounts receivable, net | 76,166 | 78,947 |
Inventories | 115,300 | 116,256 |
Current portion of television broadcast rights, net | 24,723 | 27,521 |
Prepaid expenses and other | 21,484 | 18,340 |
Total current assets | 251,615 | 254,252 |
Property and equipment, net | 47,405 | 48,225 |
Television broadcast rights, net | 69,698 | 74,821 |
Goodwill | 93,158 | 99,050 |
Intangible assets, net | 28,725 | 27,940 |
Other assets | 17,457 | 18,359 |
TOTAL ASSETS | 508,058 | 522,647 |
Current liabilities: | ||
Accounts payable | 85,666 | 89,046 |
Accrued liabilities | 43,575 | 44,388 |
Current portion of television broadcast rights obligations | 31,868 | 31,921 |
Current portion of long term credit facility | 24,095 | 14,031 |
Current portion of operating lease liabilities | 1,764 | 2,331 |
Deferred revenue | 1,593 | 427 |
Total current liabilities | 188,561 | 182,144 |
Long term broadcast rights obligations | 77,114 | 81,268 |
Long-term debt, net | 175,546 | 176,432 |
Long term operating lease liabilities | 4,877 | 5,169 |
Deferred tax liability | 5,484 | 5,285 |
Other long term liabilities | 2,827 | 2,986 |
Total liabilities | 454,409 | 453,284 |
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 April 30, 2022 and January 29, 2022; 21,804,117 and 21,571,387 shares issued and outstanding as of April 30, 2022 and January 29, 2022 | 218 | 216 |
Additional paid-in capital | 539,400 | 538,627 |
Accumulated deficit | (481,359) | (469,463) |
Accumulated other comprehensive loss | (6,703) | (2,428) |
Total shareholders' equity | 51,556 | 66,951 |
Equity of the non-controlling interest | 2,093 | 2,412 |
Total equity | 53,649 | 69,363 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 508,058 | $ 522,647 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Apr. 30, 2022 | Jan. 29, 2022 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
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 | 21,804,017 | 21,571,387 |
Common stock, shares outstanding | 21,804,017 | 21,571,387 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Apr. 30, 2022 | May 01, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Net sales | $ 154,544,000 | $ 113,203,000 |
Cost of sales | 93,207,000 | 67,196,000 |
Gross profit | 61,337,000 | 46,007,000 |
Operating expense: | ||
Distribution and selling | 43,149,000 | 34,247,000 |
General and administrative | 13,650,000 | 6,436,000 |
Depreciation and amortization | 10,893,000 | 7,375,000 |
Restructuring costs | 157,000 | |
Total operating expense | 67,850,000 | 48,058,000 |
Operating loss | (6,513,000) | (2,051,000) |
Other income (expense): | ||
Interest income and other | 168,000 | 1,000 |
Interest expense | (5,854,000) | (1,313,000) |
Total other expense, net | (5,686,000) | (1,312,000) |
Loss before income taxes | (12,198,000) | (3,363,000) |
Income tax provision | (16,000) | (15,000) |
Net loss | (12,215,000) | (3,378,000) |
Less: Net loss attributable to non-controlling interest | (319,000) | (150,000) |
Net loss attributable to shareholders | $ (11,896,000) | $ (3,228,000) |
Net loss per common share | $ (0.55) | $ (0.21) |
Net loss per common share - assuming dilution | $ (0.55) | $ (0.21) |
Weighted average number of common shares outstanding: | ||
Basic | 21,742,286 | 15,517,454 |
Diluted | 21,742,286 | 15,517,454 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2022 | May 01, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||
Net loss | $ (12,215) | $ (3,378) |
Other comprehensive loss: | ||
Foreign currency translation adjustments | (4,275) | |
Total other comprehensive loss | (4,275) | |
Comprehensive loss | (16,490) | (3,378) |
Comprehensive loss attributable to non-controlling interest | (319) | (150) |
Comprehensive loss attributable to shareholders | $ (16,171) | $ (3,228) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss)Change in cumulative translation adjustment | Accumulated Other Comprehensive Income (Loss) | Equity of Non-controlling Interest | Change in cumulative translation adjustment | Total |
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 | |||||||
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 - options | 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. 29, 2022 | $ 216 | 538,627 | (469,463) | $ (2,428) | 2,412 | $ 69,363 | ||
Common Stock, Shares, Outstanding period beginning at Jan. 29, 2022 | 21,571,387 | 21,571,387 | ||||||
Net loss | (11,896) | (319) | $ (12,215) | |||||
Common stock issuances pursuant to equity compensation awards | $ 2 | (212) | (210) | |||||
Common stock issuances pursuant to equity compensation awards (in shares) | 232,630 | |||||||
Share-based payment compensation - options | 985 | 985 | ||||||
Stockholders' equity, ending balance at Apr. 30, 2022 | $ 218 | $ 539,400 | $ (481,359) | $ (4,275) | $ (6,703) | $ 2,093 | $ (4,275) | $ 53,649 |
Common Stock, Shares, Outstanding period end at Apr. 30, 2022 | 21,804,017 | 21,804,017 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2022 | May 01, 2021 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (12,215) | $ (3,378) |
Adjustments to reconcile net loss to net cash used for operating activities: | ||
Depreciation and amortization | 11,731 | 8,317 |
Share-based payment compensation | 985 | 668 |
Payments for television broadcast rights | (5,524) | (6,219) |
Amortization of deferred financing costs | 727 | 46 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 2,781 | 6,050 |
Inventories | 956 | (517) |
Deferred revenue | 1,166 | 149 |
Prepaid expenses and other | (2,610) | (3,639) |
Accounts payable and accrued liabilities | (4,693) | (16,694) |
Net cash used for operating activities | (6,696) | (15,217) |
INVESTING ACTIVITIES: | ||
Property and equipment additions | (2,125) | (2,078) |
Acquisitions | 0 | (3,500) |
Net cash used for investing activities | (2,125) | (5,578) |
FINANCING ACTIVITIES: | ||
Proceeds from issuance of revolving loan | 933 | |
Proceeds from issuance of common stock and warrants | 0 | 21,224 |
Proceeds from issuance of term loan | 9,980 | |
Payments on term loan | 0 | (678) |
Payments on sellers notes | (1,000) | |
Payments on finance leases | 0 | (28) |
Payments for restricted stock issuance | (210) | (262) |
Payments for deferred financing costs | (127) | |
Net cash provided by financing activities | 9,576 | 20,256 |
Net increase (decrease) in cash and restricted cash | 755 | (539) |
Effect of exchange rate changes on cash | (1) | |
BEGINNING CASH AND RESTRICTED CASH | 13,188 | 15,485 |
ENDING CASH AND RESTRICTED CASH | 13,942 | 14,946 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Interest paid | 4,221 | 1,267 |
Income taxes paid | 4 | |
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Property and equipment purchases included in accounts payable | 527 | 447 |
Deferred financing costs included in accrued liabilities | 100 | |
Common stock issuance costs included in accounts payable | $ 0 | $ 259 |
General
General | 3 Months Ended |
Apr. 30, 2022 | |
General | |
General | (1) General 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 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 and first-party data 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. During the fourth quarter of fiscal 2021, the Company began based on three reportable segments: ● Entertainment, which is comprised of its television networks, ShopHQ, ShopBulldogTV, ShopHQHealth, ShopJewelryHQ and 1-2-3.tv. ● Consumer Brands, which is comprised of Christopher & Banks (“C&B”), J.W. Hulme Company (“JW”), Cooking with Shaquille O’Neal (“Shaq”), OurGalleria.com and TheCloseout.com. ● Media Commerce Services, which is comprised of iMedia Digital Services (“iMDS”), Float Left (“FL”) and i3PL. The corresponding current and prior period segment disclosures have been recast to reflect the current segment presentation |
Basis of Financial Statement Pr
Basis of Financial Statement Presentation | 3 Months Ended |
Apr. 30, 2022 | |
Summary of Significant Accounting Policies | |
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 29, 2022 has been derived from the Company’s audited financial statements for the fiscal year ended January 29, 2022. 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 2021. Operating results for the three-month period ended April 30, 2022 are not necessarily indicative of the results that may be expected for fiscal year ending January 28, 2023. 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 2021, ended on January 29, 2022, and consisted of 52 weeks 52 weeks 13 weeks Recently Adopted Accounting Standards 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 In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) Recently Issued Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Liabilities from Contracts with Customers In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance |
Revenue
Revenue | 3 Months Ended |
Apr. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | (3) Revenue Revenue Recognition For revenue in the entertainment and consumer brands reporting segments, 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. For revenue in the media advertising services segment, revenue is recognized when the services are provided to the customer, which is generally performed over time. 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. 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 merchandise sales are single performance obligation arrangements for transferring control of merchandise to customers or providing service to customers. The Company’s merchandise is generally sold with a right of return for up to a certain number of days after the merchandise is shipped and the Company may provide other credits or incentives, which are accounted for as variable consideration when estimating the amount of revenue to recognize. Merchandise returns and other credits including the provision for returns are estimated at contract inception and updated at the end of each reporting period as additional information becomes available. As of April 30, 2022 and January 29, 2022, the Company recorded a merchandise return liability of $6,253 and $8,126, included in accrued liabilities, and a right of return asset of $2,709 and $3,770, included in Prepaid Expenses and Other. 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 April 30, 2022, approximately $248 is expected to be recognized from remaining performance obligations over the next 12 months. 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. There was no revenue recognized over time for the three-month periods ended April 30, 2022 and May 1, 2021. Accounts Receivable For its entertainment and consumer brands segments, the Company utilizes an installment payment program called ValuePay that entitles customers to purchase merchandise and generally pay for the merchandise in two or more equal monthly credit card installments. Payment is generally required within 30 to 60 days from the purchase date. 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 and service sales, receivables from credit card companies, and amounts due from vendors for unsold and returned products and are reflected net of reserves for estimated uncollectible amounts. The Company records accounts receivable at the invoiced amount and does not charge interest on past due invoices. A provision for ValuePay bad debts is provided as a percentage of ValuePay receivables in the period of sale and is based on historical experience and the Company’s judgments about the creditworthiness of customers based on ongoing credit evaluations. The Company reviews its accounts receivable from customers that are past due to identify specific accounts with known disputes or collectability issues. As of April 30, 2022 and January 29, 2022, the Company had approximately $39,615 and $47,008 of net receivables due from customers under the ValuePay installment program and total reserves for estimated uncollectible amounts of $2,950 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Apr. 30, 2022 | |
Fair Value Measurements | |
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 valuation for the 8.50% Senior Unsecured Notes is based on the quoted prices in active markets for identical assets, a Level 1 input. The 8.50% Senior unsecured notes (ticker: IMBIL) are traded on the Nasdaq stock exchange, which the Company considers to be an “active market,” as defined by U.S. GAAP. Therefore, these Notes are measured based on quoted prices in an active market and included as Level 1 fair value instruments in the table below. The carrying amount of the Siena revolving loan approximate its fair values as its variable interest rates are based on prevailing market rates, which are a Level 2 input. The carrying amounts of the GreenLake Real Estate financing term loan, GCP note, and seller notes reasonably approximate their fair values because their interest rates are similar to market rates for similar instruments, which are Level 2 inputs. The Company’s financial instruments are listed with their fair values below as of April 30, 2022 and January 29, 2022: Fair Value Measurements at April 30, 2022 Total Level 1 Level 2 Level 3 Liabilities: Siena revolving loan $ 61,149 $ — $ 61,149 $ — 8.5% Senior unsecured notes (IMBIL) 61,632 61,632 — — GreenLake Real Estate financing term loan 28,500 — 28,500 — Seller notes 27,234 — 27,234 — GCP note 10,600 — 10,600 — Fair Value Measurements at January 29, 2022 Total Level 1 Level 2 Level 3 Liabilities: Siena revolving loan $ 60,216 $ — $ 60,216 $ — 8.5% Senior unsecured notes (IMBIL) 70,176 70,176 — — GreenLake Real Estate Financing term loan 28,500 — 28,500 — Seller notes 29,354 — 29,354 — The Company had no Level 3 investments that use significant unobservable inputs as of April 30, 2022 and January 29, 2022. |
Television Broadcast Rights
Television Broadcast Rights | 3 Months Ended |
Apr. 30, 2022 | |
Television Broadcast Rights | |
Television Broadcast Rights | (5) Television Broadcast Rights Television broadcast rights in the accompanying condensed consolidated balance sheets consisted of the following: April 30, 2022 January 29, 2022 Television broadcast rights $ 146,200 $ 146,200 Less accumulated amortization (51,779) (43,858) Television broadcast rights, net $ 94,421 $ 102,342 During fiscal 2021, 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 additional television broadcast rights of $0 and $102,545 during the first three months of fiscal year 2022 and full year 2021, 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 4.2 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. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Apr. 30, 2022 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | (6) Goodwill and Intangible Assets Goodwill The following table presents the changes in goodwill during the three months ended April 30, 2022: Balance, January 29, 2022 $ 99,050 Acquisition valuation adjustment (2,365) Foreign currency translation adjustment (3,527) Balance, April 30, 2022 $ 93,158 The acquisition valuation adjustment made to goodwill in the first quarter of 2022 related primarily to a purchase price reallocation made after the Company performed additional analysis and assessments regarding the allocation of the 1-2-3.tv Group purchase price. See Note 15 – “Business Acquisitions.” Finite-lived Intangible Assets Intangible assets in the accompanying condensed consolidated balance sheets consisted of the following: April 30, 2022 January 29, 2022 Estimated Gross Gross Useful Life Carrying Accumulated Carrying Accumulated (In Years) Amount Amortization Net Amount Amount Amortization Net Amount Trademarks and Trade Names 15 $ 15,888 $ (816) $ 15,072 $ 14,462 $ (451) $ 14,011 Technology 4-9 7,657 (1,034) 6,623 6,524 (752) 5,772 Customer Lists and Relationships 3-14 7,719 (766) 6,953 8,689 (619) 8,070 Vendor Exclusivity 5 193 (116) 77 193 (106) 87 Total finite-lived intangible assets $ 31,457 $ (2,732) $ 28,725 $ 29,868 $ (1,928) $ 27,940 Intangible assets, net in the accompanying balance sheets consist of trade names, technology, customer lists and a vendor exclusivity agreement primarily related to the various acquisitions the Company completed in fiscal 2021 and 2019. Amortization expense related to the finite-lived intangible assets was $804 |
Credit Agreements
Credit Agreements | 3 Months Ended |
Apr. 30, 2022 | |
Credit Agreements | |
Credit Agreements | (7) Credit Agreements The Company’s long-term credit facilities consist of: April 30, 2022 January 29, 2022 Siena revolving loan due July 31, 2024, principal amount $ 61,149 $ 60,216 8.5% Senior Unsecured Notes, due 2026, principal amount 80,000 80,000 GreenLake Real Estate Financing term loan due July 31, 2024, principal amount 28,500 28,500 Seller notes: Seller note due in annual installments, maturing in November 2023, principal amount 18,990 20,062 Seller note due in quarterly installments, maturing in December 2023, principal amount 7,000 8,000 Total seller notes 25,990 28,062 GCP promissory note 10,600 — Total debt 206,239 196,778 Less: unamortized debt issuance costs (7,241) (7,607) Less: unamortized debt discount (600) — Plus: unamortized debt premium 1,244 1,292 Total carrying amount of debt 199,641 190,463 Less: current portion of long-term debt (24,095) (14,031) Long-term debt, net $ 175,546 $ 176,432 GCP Promissory Note with Share Redemption Option On April 18, 2022, the Company entered into a Securities Purchase Agreement (the “SPA”), by and between the Company and Growth Capital Partners, LLC (“GCP”), for the purchase and sale of an unsecured promissory note (the “Promissory Note”) in the original aggregate principal amount of $10,600, which may, at the Company’s discretion, be settled in cash or at a premium into shares of the Company’s common stock, $0.01 par value (“Common Stock”), in a private placement upon the terms and subject to the limitations and conditions set forth in the Promissory Note. The aggregate purchase price of the Promissory Note was $10,000, which reflects an original issue discount of $600. On May 17, 2022, the Company paid off $7,500 of the Note. Additional information contained in Note 16 – “Subsequent Events.” The Promissory Note accrues interest at 7% per annum, unless an Event of Default has occurred and is continuing, at which time at the election of the GCP, interest would accrued at a rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law. The Promissory Note matures on May 18, 2023. Beginning six months after the purchase date, GCP has the right, exercisable at any time in its sole and absolute discretion, to redeem all or any portion of the Promissory Note, subject to a maximum monthly redemption amount of $1,500. As such, the entirety of the Promissory Note is included in the Current portion of long-term debt line item of the accompanying financial statements. Interest expense recorded under the Note was $27 for the three-month period ended April 30, 2022. Debt discount and issuance costs, net of amortization, relating to the Promissory Note were $720 and $0 as of April 30, 2022, and January 29, 2022, respectively and are included as a direct reduction to the Promissory Note liability balance within the accompanying consolidated balance sheets. The balance of these costs is being expensed as additional interest over the 13 month term of the Promissory Note at an effective interest rate of 13.3%. 8.50% Senior Unsecured Notes On September 28, 2021, the Company completed and closed on its $80,000 offering of 8.50% Senior Unsecured Notes due 2026 (the “Notes”) and issued the Notes. The Company received related net proceeds of $73,700 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 September 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 $25.00 and integral multiples of $25.00 in excess thereof. The Notes 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, 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. Interest expense recorded under the 8.50% Senior Unsecured Notes was $2,037 for the three-month period ended April 30, 2022 and $0 for the three-month period ended May 1, 2021. Debt issuance costs, net of amortization, relating to the revolving line of credit were $5,608 and $5,925 as of April 30, 2022, and January 29, 2022, respectively and are included as a direct reduction to the 8.50% Senior Unsecured Notes liability balance within the accompanying consolidated balance sheets. The balance of these costs is being expensed as additional interest over the five-year term of the 8.50% Senior Unsecured Notes at an effective interest rate of 10.1%. 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 April 18, 2022, 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 $80,000 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 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. On April 18, 2022, the parties to the Loan and Security Agreement entered into a Fourth Amendment to the Loan Agreement (the “Fourth Amendment”), which revised the agreement to consent to enter into a Securities Purchase Agreement and sell to Investor a convertible promissory note. On May 6, 2022, the parties to the Loan and Security Agreement entered into a Fifth Amendment to the Loan Agreement (the “Fifth Amendment”), which revised the agreement to request that Agent and Lenders agree to join Portal as a new borrower (the “New Borrower”) under the Loan Agreement and amend the terms and conditions set forth in the Loan Agreement. Additional information contained in Note 16 – “ Subsequent Events”. On May 27, 2022, the parties to the Loan and Security Agreement entered into a Sixth Amendment to the Loan Agreement (the “Sixth Amendment”), which revised the agreement to consent to the repayment of the short term loan advanced by 1-2-3.TV GmbH in the amount of $1,500. The Sixth Amendment also amended the required Minimum Liquidity and Senior Debt Leverage Ratio and amended the terms and conditions set forth in the Loan Agreement. Additional information contained in Note 16 – “Subsequent Events”. 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%. As of the Sixth Amendment, the LIBOR has been replaced with the SOFR. The Loan Agreement contains customary representations and warranties and financial and other covenants and conditions, including, among other things, minimum liquidity requirements. The Company is also subject to a maximum senior net leverage ratio. In addition, the Loan Agreement places restrictions on the Company’s ability to incur additional indebtedness or prepay existing indebtedness, to create liens or other encumbrances, to sell or otherwise dispose of assets, to merge or consolidate with other entities, and to make certain restricted payments, including payments of dividends to shareholders. The Company also pays a monthly fee at a rate equal to 0.50% per annum of the average daily unused amount of the credit facility for the previous month. As of April 30, 2022, the Company had total borrowings of $61,149 under its revolving line of credit with Siena. Remaining available capacity under the revolving line of credit as of April 30, 2022 was approximately $4,054, which provided liquidity for working capital and general corporate purposes. As of April 30, 2022, 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 $1,030 for the three-month period ended April 30, 2022 and $0 for the three-month period ended May 1, 2021. Deferred financing costs, net of amortization, relating to the revolving line of credit were $2,303 and $2,411 as of April 30, 2022 and January 29, 2022 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. 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 April 30, 2022, there was $28,500 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 $889 for the three-month period ended April 30, 2022 and $0 for the three-month period ended May 1, 2021. Debt issuance costs, net of amortization, relating to the GreenLake Note were $1,513 and $1,682 as of April 30, 2022, and January 29, 2022, respectively and are included as direct reductions to the GreenLake Note liability balance within the accompanying consolidated balance sheets. The balance of these costs is being expensed as additional interest over the three-year term of the GreenLake Note at an effective interest rate of 12.4%. Seller Notes On November 5, 2021 the Company issued a $20,800 seller note as a component of consideration for the acquisition of 1-2-3.tv. The seller note is payable annually in two equal installments in November 2022 and November 2023. The seller note bears interest at a rate of 8.50%. $18,990 is outstanding as of April 30, 2022. Interest expense recorded under the seller note was $418 for the three months ended April 30, 2022. Maturities The aggregate maturities of borrowings outstanding under the Company’s long-term debt obligations as of April 30, 2022 were as follows: GreenLake Real Seller Estate Financing Siena 8.5% Senior GCP Fiscal year Notes Term Loan Revolving Loan Unsecured Notes Note Total 2022 $ 12,495 $ — $ — $ — $ 10,600 $ 23,095 2023 13,495 — — — — 13,495 2024 — 28,500 61,149 — — 89,649 2025 — — — — — — 2026 — — — 80,000 — 80,000 Total amount due $ 25,990 $ 28,500 $ 61,149 $ 80,000 $ 10,600 $ 206,239 Less: unamortized debt issuance costs — (1,513) — (5,608) (720) (7,841) Plus: unamortized debt premium 1,244 — — — — 1,244 Total carrying amount of debt $ 27,234 $ 26,987 $ 61,149 $ 74,392 $ 9,880 $ 199,641 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 $1,893 in restricted cash accounts as of April 30, 2022 and January 29, 2022. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Apr. 30, 2022 | |
Shareholders' Equity | |
Shareholders' Equity | (8) Shareholders’ Equity Common Stock and Preferred Stock The Company is authorized to issue 30,000,000 shares of capital stock, of which 400,000 is designated as Series A Junior Participating Cumulative Preferred Stock, and 29,600,000 shares of common stock. As of April 30, 2022, 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 $39,955. The Company used the proceeds for general working capital purposes and to partially fund the acquisition of Synacor’s Ad and Portal business. 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 $21,224. 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. The initial closing occurred on April 17, 2020 and the Company received gross proceeds of $1,500. 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. The Company incurred approximately $190 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 13 - “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 April 30, 2022, the Company had outstanding warrants to purchase 1,329,188 shares of the Company’s common stock, of which 1,329,188 were fully exercisable. The warrants expire approximately five years from the date of grant. The following table summarizes information regarding warrants outstanding at April 30, 2022: Warrants Warrants Exercise Price Grant Date Outstanding Exercisable (Per Share) Expiration Date 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 Commercial Agreement with Shaquille O’Neal On November 18, 2019, the Company entered into a commercial agreement (“Shaq Agreement”) and restricted stock unit award agreement (“RSU Agreement”) with ABG-Shaq, LLC (“Shaq”) pursuant to which certain products would be sold bearing certain intellectual property rights of Shaquille O’Neal on the terms and conditions set forth in the Shaq Agreement. In exchange for such services and pursuant to the RSU Agreement, the Company issued 400,000 restricted stock units to Shaq that vest in three separate tranches. The first tranche of 133,333 restricted stock units vested on November 18, 2019, which was the date of grant. The second tranche of 133,333 restricted stock units vested February 1, 2021 and the final tranche of 133,334 restricted stock units will vest February 1, 2022. Additionally, in connection with the Shaq Agreement, the Company entered into a registration rights agreement with respect to the restricted stock units pursuant to which the Company agreed to register the common stock issuable upon settlement of the restricted stock units in accordance with the terms and conditions therein. The restricted stock units each settle for one share of the Company’s common stock. The aggregate market value on the date of the award was $2,595 and is being amortized as cost of sales over the three-year commercial term. The estimated fair value is based on the grant date closing price of the Company’s stock. Compensation expense relating to the restricted stock unit grant was $216 for the first quarters of fiscal 2022 and fiscal 2021, respectively. As of April 30, 2022 there was $649 of total unrecognized compensation cost related to the award. That cost is expected to be recognized over a weighted average period of 0.75 years. 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 $57 and $19 for the first quarters of fiscal 2022 and fiscal 2021. 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 2022 Expected volatility: 83% Expected term (in years): 6 years Risk-free interest rate: 2.4% A summary of the status of the Company’s stock options outstanding as of April 30, 2022 and changes during the three months then ended is as follows: 2020 Plan 2011 Plan 2004 Plan Option Weighted Average Option Weighted Average Option Weighted Average Shares Exercise Price Shares Exercise Price Shares Exercise Price Balance outstanding, January 29, 2022 147,500 $ 7.33 25,700 $ 10.04 3,000 $ 53.49 Granted 20,500 $ 5.92 — $ — — $ — Exercised — $ — — $ — — $ — Forfeited or canceled (19,500) $ 6.80 (6,500) $ 11.34 — $ — Balance outstanding, April 30, 2022 148,500 $ 7.20 19,200 $ 9.60 3,000 $ 54.70 Options exercisable at April 30, 2022 15,000 $ 8.72 16,300 $ 10.49 3,000 $ 54.70 The following table summarizes information regarding stock options outstanding as of April 30, 2022: Options Outstanding Options Vested or Expected to Vest Weighted Weighted Weighted Average Weighted Average Average Remaining Aggregate Average Remaining Aggregate Number of Exercise Contractual Intrinsic Number of Exercise Contractual Intrinsic Option Type Shares Price Life (Years) Value Shares Price Life (Years) Value 2020 Plan 148,500 $ 7.20 9.3 $ — 130,800 $ 7.22 9.3 $ — 2011 Plan 19,200 $ 9.60 5.8 $ — 18,700 $ 9.75 5.7 $ — 2004 Plan 3,000 $ 54.70 1.9 $ — 3,000 $ 54.70 1.9 $ — The weighted average grant-date fair value of options granted in the first quarter of fiscal 2022 was $4.20. The total intrinsic value of options exercised during the first quarter of fiscal 2022 and fiscal 2021 was $0. As of April 30, 2022, total unrecognized compensation cost related to stock options was $470 and was expected to be recognized over a weighted average period of approximately 2.25 years. Stock-Based Compensation - Restricted Stock Units Compensation expense relating to restricted stock unit grants was $411 and $280 for the first quarters of fiscal 2022 and fiscal 2021. As of April 30, 2022, there was $3,749 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 2.43 years. The total fair value of restricted stock units vested during the first three months of fiscal 2022 and fiscal 2021 was $596 and $579. 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 76,900 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 April 30, 2022 and changes during the three-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 29, 2022 57,800 $ 3.47 1,031,300 $ 7.46 222,900 $ 4.13 1,312,000 $ 6.72 Granted — $ — 497,600 $ 5.92 36,400 $ 1.69 534,000 $ 5.63 Vested — $ — (263,800) $ 5.64 — $ — (263,800) $ 5.64 Forfeited — $ — (58,600) $ 5.17 — $ — (58,600) $ 5.17 Expired (12,500) $ 5.07 — $ — — $ — (12,500) $ 5.07 Non-vested outstanding, April 30, 2022 45,300 $ 3.02 1,206,500 $ 7.33 259,300 $ 3.79 1,511,100 $ 6.60 |
Net Loss Per Common Share
Net Loss Per Common Share | 3 Months Ended |
Apr. 30, 2022 | |
Net Loss Per Common Share | |
Net Loss Per Common Share | (9) 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 loss per share calculations and the number of shares used in the calculation of basic net loss per share and diluted net loss per share is as follows: Three Months Ended April 30, May 1, 2022 2021 Numerator: Net loss attributable to shareholders $ (11,896) $ (3,228) Earnings allocated to participating share awards — — Net loss attributable to common shares — Basic and diluted $ (11,896) $ (3,228) Denominator: Weighted average number of common shares outstanding — Basic (a) 21,742,286 15,517,454 Dilutive effect of stock options, non-vested shares and warrants (b) — — Weighted average number of common shares outstanding — Diluted 21,742,286 15,517,454 Net loss per common share $ (0.55) $ (0.21) Net loss per common share — assuming dilution $ (0.55) $ (0.21) (a) For the three-month period ended May 1, 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-month periods ended April 30, 2022 and May 1, 2021 there were 449,290 and 650,000 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 | 3 Months Ended |
Apr. 30, 2022 | |
Business Segments and Sales by Product Group | |
Business Segments and Sales by Product Group | (10) Business Segments and Sales by Product Group During fiscal 2021, the Company changed its reportable segments into three reporting segments: entertainment, consumer brands and media commerce services. The Company’s Chief Executive Officer began reviewing operating results of the three segments: entertainment, consumer brands and media commerce services in the fourth quarter of fiscal 2021. These segments reflect the way the senior management and the Company’s chief operating decision makers evaluate the Company’s business performance and manages its operations. The corresponding current and prior period segment disclosures have been recast to reflect the current segment presentation. Entertainment Segment ● 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, 365 days a year 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. ● ShopHQHealth , 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. ● ShopJewelryHQ , which digitally launched in the fourth quarter of fiscal 2021, is a niche television shopping entertainment network that offers jewelry products and services to men and to women. ● 1-2-3.tv , which was acquired in November 2021, 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 1-2-3.tv's balanced merchandising mix of compelling products shipped directly to their homes. Each entertainment network offers engaging, interactive video programming distributed primarily in linear television through cable and satellite distribution agreements, agreements with telecommunication companies and arrangements with over-the-air broadcast television stations. This interactive programming is also streamed live online on the respective network’s 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. These networks’ interactive video is also available on leading social platforms over-the-top (“OTT”) platforms and ConnectedTV platforms (“CTV”) such as Roku, AppleTV, and Samsung connected televisions, mobile devices, including smartphones and tablets. Consumer Brands Segment ● Christopher & Banks (“C&B”) – The Company’s flagship consumer brand, C&B was founded in 1956 and is a brand that specializes in offering women’s value-priced apparel and accessories that cater to women of all sizes, from petite to missy to plus sizes. Its internally designed, modern and comfortable apparel and accessories provide customers with an exclusive experience. The brand was acquired by us in partnership with Hilco Capital in March 2021. C&B’s omni-channel business model includes digital advertising driven online revenue, five brick and mortar retail stores, direct-to-consumer catalogs and a growing wholesaling business driven primarily by C&B’s television programming on our entertainment networks. ● J.W. Hulme Company (“JW”) – JW was founded in 1905 and is an iconic brand offering men and women high quality accessories made by craftswomen and craftsmen the world over. The brand was acquired by the Company in 2019. JW’s omni-channel business model includes two brick and mortar retail stores, direct-to-consumer catalogs, digital advertising driven online revenue and a growing wholesaling business driven primarily by JW’s television programming on our entertainment networks. ● Cooking with Shaquille O’Neal (“Shaq”) – The Company offers Shaq kitchen products and watches designed and curated by Shaq via its licensing agreement with Authentic Brands Group. Shaq’s omnichannel business model is driven by Shaq’s television programming on our entertainment networks. ● OurGalleria.com and TheCloseout.com are online marketplaces with business models driven by its television programming on our television networks. OurGalleria.com is a higher-end online marketplace for discounted merchandise, offering an exciting shopping experience with a selection of curated flash sales and events. TheCloseout.com is a lower-end online marketplace for discounted merchandise, offering quality products at deeply discounted prices. The Company obtained a controlling interest in TheCloseout.com in 2021. Media Commerce Services Segment ● iMedia Digital Services (“iMDS”) – The Company’s flagship media commerce service brand is iMDS, which is a digital advertising platform specializing in engaging shopping enthusiasts online and in OTT marketplaces. iMDS’s suite of services includes its Retail Media Exchange (“RME”) and value-added services (“VAS”). RME is an advertising auction platform for advertisers, digital publishers, supply-side-platforms (SSPs) and demand-side platforms (DSPs). VAS is a suite of services centered on offering managed and self-serve end-to-end, white-label digital platforms for domestic multichannel video programming distributors (MVPDs), internet service providers (ISPs), digital publishers and ecommerce brands. iMDS’s growth strategy is driven by its ability to differentiate its advertising platform by offering solutions that include our first-party shopping enthusiast data created continually by our entertainment and consumer brand segments. iMDS is primarily comprised of Synacor’s Portal and Advertising business, which the Company acquired in July of 2021. ● Float Left (“FL”) – FL is an OTT SaaS app platform that offers media and consumer brands the digital tools they need to deliver engaging television experiences to their audiences within the OTT and ConnectedTV ecosystems. FL offers custom, natively built solutions for Roku, Fire TV, Apple TV, Web, iOS and Android Mobile, and various smart TVs. Its growth strategy is driven by its ability to integrate iMDS’s advertising operations within its OTT SaaS platform and continue to deliver sophisticated end-to-end OTT apps. FL was acquired by us in 2019. ● i3PL offers end-to-end, white label, managed services specializing in ecommerce customer experience and fulfillment services through its Bowling Green distribution center. i3PL’s business model is driven primarily by providing these services to vendors, clients and customers within our entertainment and consumer brands segments . 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 three months of fiscal 2022 and fiscal 2021. 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. Net Sales by Segment and Significant Product Groups Three Months Ended April 30, May 1, 2022 2021 Entertainment: Jewelry & Watches $ 49,209 $ 43,396 Health, Beauty & Wellness 25,785 25,097 Home 22,213 12,817 Fashion & Accessories 20,252 13,686 Other (primarily shipping & handling revenue) 13,115 11,465 Total entertainment revenues $ 130,574 $ 106,461 Consumer Brands: Fashion & Accessories $ 10,898 $ 4,194 Home 1,349 850 Jewelry & Watches 140 137 Other (primarily shipping & handling revenue) 312 (78) Total consumer brand revenues $ 12,699 $ 5,103 Media Commerce Services: Advertising & Search 10,761 — OTT & Other 511 1,639 Total media commerce services revenues $ 11,272 $ 1,639 Performance Measures by Segment Media Consumer Commerce Entertainment Brands Services Consolidated Three Months Ended April 30, 2022: Net Sales $ 130,574 $ 12,699 $ 11,272 $ 154,544 Gross Margin 52,238 5,831 3,268 61,337 Operating Income (loss) (9,173) 1,826 834 (6,513) Three Months Ended May 1, 2021: Net Sales $ 106,461 $ 5,103 $ 1,639 $ 113,203 Gross Margin 42,964 2,304 740 46,007 Operating Income (loss) (1,502) (680) 131 (2,051) |
Income Taxes
Income Taxes | 3 Months Ended |
Apr. 30, 2022 | |
Income Taxes | |
Income Taxes | (11) Income Taxes As of January 29, 2022, the Company had federal net operating loss carryforwards (“NOLs”) of approximately $389,000 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 | 3 Months Ended |
Apr. 30, 2022 | |
Litigation | |
Litigation | (12) 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 | 3 Months Ended |
Apr. 30, 2022 | |
Related Party Transactions | |
Related Party Transactions | (13) 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 $1,500 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 $0 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 $4,500 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. 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. 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 in any given week during the Company’s first three fiscal quarters through May 31, 2022 or (b) $4,000 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 $8,819 and $14,600 during the first three months of fiscal 2022 and fiscal 2021. As of April 30, 2022 and January 29, 2022, the Company had a net trade receivable balance owed by Sterling Time of $4,239 and $1,356. Transactions with Retailing Enterprises As of April 30, 2022 and January 29, 2022, the Company had a net trade receivable balance owed by Retailing Enterprises, LLC of $251 relating to warehouse services provided by the Company. As of April 30, 2022 and January 29, 2022, the Company accrued commissions of $43 and $225 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 $7,375 and $8,700 during the three months of 2022 and 2021. In addition, the Company provided third party logistic services and warehousing to Famjams Trading, totaling $0 and $4 during the three months of 2022 and 2021. As of April 30, 2022 and January 29, 2022, the Company had a net trade receivable balance owed by Famjams Trading of $4,757 and $4,974. Transactions with TWI Watches The Company purchased products from TWI Watches LLC ("TWI Watches"), an affiliate of Mr. Friedman, in the aggregate amount of $95 and $197 during the first three months of fiscal 2022 and 2021. As of April 30, 2022 and January 29, 2022, the Company had a net trade payable balance owed to TWI Watches of $178 and $151. Transactions with The Hub Marketing Services, LLC The Company received marketing services from The Hub Marketing Services, LLC, an affiliate of Mr. Lalo, in the aggregate amount of $120 and $380 during the first three months of fiscal 2022 and fiscal 2021. As of April 30, 2022 and January 29, 2022, the Company had a net trade payable balance owed to The Hub Marketing Services, LLC of $160 and $0. |
Restructuring Costs
Restructuring Costs | 3 Months Ended |
Apr. 30, 2022 | |
Restructuring Costs | |
Restructuring Costs | (14) Restructuring Costs During the first quarter of fiscal 2022, the Company implemented an additional cost optimization initiative. As a result of the first quarter fiscal 2022 cost optimization initiative, the Company recorded restructuring charges of $157 for the three-month period ended April 30, 2022, which relate primarily to severance associated with the additional consolidation and elimination of positions across the Company’s Entertainment segment. These initiatives were substantially complete as of April 30, 2022. The following table summarizes the significant components and activity under the restructuring program for the three-month period ended April 30, 2022: Balance at Balance at January 29, 2022 Charges Cash Payments April 30, 2022 Severance $ 557 $ 157 $ (367) $ 347 $ 557 $ 157 $ (367) $ 347 The liability for restructuring accruals is included in accrued liabilities within the accompanying condensed consolidated balance sheets. |
Business Acquisitions
Business Acquisitions | 3 Months Ended |
Apr. 30, 2022 | |
Business Acquisitions | |
Business Acquisitions | (15) Business Acquisitions 1-2-3.tv Group On November 5, 2021, the Company and its wholly-owned subsidiary iMedia&1-2-3.tv Holding GmbH (the “Subsidiary”) completed the acquisition (the “Acquisition”) of all of the issued and outstanding equity interests of 1-2-3.tv Invest GmbH and 1-2-3.tv 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 89,680 ($103,621 based on the November 5, 2021 exchange rate) (the “Enterprise Value”). The Company paid to the Sellers EUR 1,832 ($2,117 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 966 ($1,116 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 68,200 in cash at the Closing ($78,802 based on the November 5, 2021 exchange rate) and the Company entering into a seller note agreement in the principal amount of EUR 18,000 ($20,800 based on the November 5, 2021 exchange rate) (the “seller notes”) and fair value of EUR 18,800 ($21,723 based on the November 5, 2021 exchange rate). The seller notes are payable in two EUR 9,000 ($10,400 based on the November 5, 2021 exchange rate) installments due on the first and second anniversaries of the issuance date. The seller notes bear interest at a rate equal to 8.50% per annum, payable semi-annually commencing on the six-month anniversary of the Closing. The acquisition of 1-2-3.tv was accounted for in accordance with ASC 805-10 “Business Combinations”. The allocation of the purchase price was based upon a valuation, and the Company’s estimates and assumptions of the assets acquired, and liabilities assumed. 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 $103,621 has been allocated to assets acquired and liabilities assumed based on their respective fair values as follows: Fair Value Cash and cash equivalents $ 2,117 Accounts receivable, net 7,773 Inventory 18,815 Prepaid expenses 2,002 Fixed assets 5,093 Goodwill 70,634 Identifiable intangible assets acquired: Developed technology 5,200 Customer lists and relationships 2,310 Trademarks and trade names 15,368 Liabilities assumed (25,691) Total consideration $ 103,621 Goodwill has been measured as the excess of the total consideration over the amounts assigned to the identifiable assets acquired and liabilities assumed. Goodwill amounted to $70,634, including assembled workforce. During the first quarter ended April 30, 2022, the Company made certain adjustments to the preliminary price allocation made as of January 29, 2022 to better reflect the price allocated to goodwill and the identifiable intangible assets acquired. The Company determined these adjustments after additional analysis and assessment of the valuation methodologies. The current purchase price allocation may still 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 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 14,000 ($16,177 based on the November 5, 2021 exchange rate) based on revenues of the 1-2-3.tv Group during 2022, and up to an additional EUR 14,000 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 14,000 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 42,000 ($48,531 based on the November 5, 2021 exchange rate). The Company has agreed to guarantee all obligations of the Subsidiary under the Purchase Agreement and the Vendor Loan. As of November 5, 2021, the fair value of the earn-out payment amounted to EUR 2,680 ($3,097 based on November 5, 2021 exchange rate). As of April 30, 2022, the recorded value of the earn-out payments was EUR 2,680 ($2,987 based on the April 30, 2022 exchange rate). 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. Unaudited Supplemental Pro Forma Information With significant operations in Europe, 1-2-3.tv had sales of approximately $51,161 for the three months ended April 30, 2021. 1-2-3.tv’s results have been included since the date of the acquisition. The unaudited proforma information below, as required by GAAP, assumes that 1-2-3.tv had been acquired at the beginning of the 2020 fiscal year and includes the effect of transaction accounting adjustments. These adjustments include the amortization of acquired intangible assets, depreciation of the fair value step-up of acquired property, plant and equipment, amortization of inventory fair value step-up (assumed to be fully amortized in 2020) in connection with the acquisition. This unaudited proforma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have resulted had the acquisition been in effect at the beginning of the 2020 fiscal year. In addition, the unaudited proforma results are not intended to be a projection of future results and do not reflect any operating efficiencies or cost savings that might be achievable. The following table presents proforma net sales and net income per share data assuming 1-2-3.tv was acquired at the beginning of the 2020 fiscal year: Q1 2021 (a) Net sales $ 164,364 Net loss (11,545) (a) The above unaudited proforma information is presented for the 1-2-3.tv acquisition as it is considered a material acquisition. 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 $20,000 cash, the issuance of a $10,000 seller note and assumed liabilities with a fair value of $7,864. The seller note is payable in $1,000 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 $30,400 has been allocated to assets acquired and liabilities assumed based on their respective fair values as follows: Fair Value Accounts receivable and prepaid $ 7,516 Fixed assets 737 Right of use asset 205 Goodwill 23,806 Identifiable intangible assets acquired: Developed technology 1,100 Customer lists and relationships 4,900 Liabilities assumed (7,864) Total consideration $ 30,400 Goodwill has 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 $23,806, which was primarily related to the acquisition of customer relationships, technology platforms, and goodwill. During the first quarter ended April 30, 2022, the Company made certain adjustments to the preliminary price allocation made as of January 29, 2022 to better reflect the price allocated to goodwill and the identifiable intangible assets acquired. The Company determined these adjustments after additional analysis and assessment of the valuation methodologies. The current purchase price allocation may still 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 $3,500 cash and assumed liabilities with a fair value of $4,197. In addition, the Company is obligated to issue common shares to Hilco with a value of $1,500 as additional consideration. The Company expects to issue these shares in the fourth quarter of 2021. The Company finalized the allocation of purchase price in the first quarter of 2022 based on a final valuation performed. The final total consideration of $5,000 has been allocated to assets acquired and liabilities assumed based on their respective fair values as follows: Fair Value Inventory $ 4,100 Fixed assets 500 Goodwill 3,307 Identifiable intangible assets acquired: Developed technology 890 Customer lists and relationships 400 Liabilities assumed (4,197) Total consideration $ 5,000 Goodwill has 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 $3,307, which was primarily related to the acquisition of the product designs, brand and customer list. 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 13 – “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. The acquisition of TCO was accounted for in accordance with ASC 805-10 “Business Combinations”. The allocation of the purchase price was based upon a valuation, and the Company’s estimates and assumptions of the assets acquired, and liabilities assumed. The final total consideration of $7,000 has been allocated to assets acquired and liabilities assumed based on their respective fair values as follows: Fair Value Inventory $ 4,770 Fixed assets 600 Goodwill 1,740 Identifiable intangible assets acquired: Developed technology 110 Trademarks and trade names 180 Liabilities assumed (400) Total consideration $ 7,000 In connection with the establishment of TCO, the Company contributed assets in the form of inventory valued at $3,570 in exchange for a 51% interest in the TCO, and LAKR contributed assets in the form of inventory and intellectual property valued at $3,430 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 $1,000 from the Company on a revolving basis pursuant to a promissory note bearing interest at LIBOR plus 4.00%, 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 | 3 Months Ended |
Apr. 30, 2022 | |
Subsequent Events | |
Subsequent Events | (16) Subsequent Events Fifth Amendment to the Siena Loan Agreement On May 6, 2022, the parties to the Loan and Security Agreement entered into a Fifth Amendment to the Siena Loan Agreement (the “Fifth Amendment”), which revised the agreement to request that Agent and Lenders agree to join Portal as a new borrower (the “New Borrower”) under the Loan Agreement and amend the terms and conditions set forth in the Loan Agreement. Securities Purchase Agreement with Craig-Hallum Capital Group LLC On May 11, 2022, iMedia Brands, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain purchasers identified on the signature pages to the Purchase Agreement (collectively, the “Purchasers”) pursuant to which, among other things, the Company agreed to issue and sell to the Purchasers, in a registered direct offering (the “Offering”), an aggregate of 7,801,303 shares of common stock or pre-funded warrants to purchase common stock, each of which is coupled with a warrant to purchase one share of common stock. In more detail, the Company agreed to issue and sell to the Purchasers: (i) 4,136,001 shares of its common stock, at an offering price of $3.07 per share (the “Shares”), (ii) pre-funded warrants to purchase up to 3,763,022 shares of its common stock at an offering price of $3.0699 per pre-funded warrant (the “Pre-Funded Warrants”), which represents the per share offering price of its common stock less the $0.0001 per share exercise price for each pre-funded warrant and (iii) warrants to purchase up to 7,899,023 shares of its common stock, with a per share exercise price of $2.94 (the “Common Warrants”), which will only be exercisable for common stock upon receipt of shareholder approval of an increase in the number of authorized shares of the Company’s common stock to 40,000,000 pursuant to an amendment to the Company’s Articles of Incorporation, which the Company will first seek to obtain at its upcoming 2022 annual meeting of shareholders (the “Charter Amendment”), and will be exercisable until the earlier of (a) five years from the date of receiving shareholder approval of the Charter Amendment and (b) six years from the date of warrant issuance. Of these securities, 97,720 Shares and 97,720 Common Warrants are being purchased by Craig-Hallum Capital Group LLC (the “Placement Agent”) at a purchase price of $3.07. The initial closing of the Offering occurred on May 16, 2022 (the “Initial Closing Date”), subject to customary closing conditions, with subsequent closings to occur within 180 days of the receipt of shareholder approval of the Charter Amendment. The Offering resulted in gross proceeds to the Company of approximately $24,000, before deducting placement agent fees and estimated offering expenses payable by the Company. The Company used the net proceeds from the offering to pay off $7,500 of its existing debt to Growth Capital Partners, LLC and for working capital and general corporate purposes. Each Pre-Funded Warrant has an exercise price of $0.0001 per share of common stock, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions, became exercisable immediately upon issuance and will survive until it is exercised in full. Each Common Warrant has an exercise price of $2.94 per share of common stock, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions, will be exercisable at any time on or after the date the Charter Amendment is filed and accepted with the State of Minnesota until the earlier of (a) five years from the date of receiving shareholder approval of the Charter Amendment and (b) six years from the date of warrant issuance. Partial Repayment of GCP Promissory Note On May 17, 2022, the Company paid down $7,500 of the GCP Promissory Note. Amendment to Seller Note On May 26, 2022, the parties to the 1-2-3.tv Seller Note amended the Note to postpone the maturity of a portion of the Note, EUR 6,500, to be repaid in February 2023 rather than November 2022. The remaining payment provisions are unaffected by the Amendment to the Note. Sixth Amendment to the Siena Loan Agreement On May 27, 2022, the parties to the Loan and Security Agreement entered into a Sixth Amendment to the Siena Loan Agreement (the “Sixth Amendment”), which revised the agreement to consent to the repayment of the short term loan advanced by 1-2-3.TV GmbH in the amount of $1,500. The Sixth Amendment also amended the required Minimum Liquidity and Senior Debt Leverage Ratio and amended the terms and conditions set forth in the Loan Agreement. |
Basis of Financial Statement _2
Basis of Financial Statement Presentation (Policies) | 3 Months Ended |
Apr. 30, 2022 | |
Summary of Significant Accounting Policies | |
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 29, 2022 has been derived from the Company’s audited financial statements for the fiscal year ended January 29, 2022. 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 2021. Operating results for the three-month period ended April 30, 2022 are not necessarily indicative of the results that may be expected for fiscal year ending January 28, 2023. 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 2021, ended on January 29, 2022, and consisted of 52 weeks 52 weeks 13 weeks |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards 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 In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) Recently Issued Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Liabilities from Contracts with Customers In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance |
Revenue Recognition | Revenue Recognition For revenue in the entertainment and consumer brands reporting segments, 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. For revenue in the media advertising services segment, revenue is recognized when the services are provided to the customer, which is generally performed over time. 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. 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 merchandise sales are single performance obligation arrangements for transferring control of merchandise to customers or providing service to customers. The Company’s merchandise is generally sold with a right of return for up to a certain number of days after the merchandise is shipped and the Company may provide other credits or incentives, which are accounted for as variable consideration when estimating the amount of revenue to recognize. Merchandise returns and other credits including the provision for returns are estimated at contract inception and updated at the end of each reporting period as additional information becomes available. As of April 30, 2022 and January 29, 2022, the Company recorded a merchandise return liability of $6,253 and $8,126, included in accrued liabilities, and a right of return asset of $2,709 and $3,770, included in Prepaid Expenses and Other. 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 April 30, 2022, approximately $248 is expected to be recognized from remaining performance obligations over the next 12 months. 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. There was no revenue recognized over time for the three-month periods ended April 30, 2022 and May 1, 2021. |
Accounts Receivable | Accounts Receivable For its entertainment and consumer brands segments, the Company utilizes an installment payment program called ValuePay that entitles customers to purchase merchandise and generally pay for the merchandise in two or more equal monthly credit card installments. Payment is generally required within 30 to 60 days from the purchase date. 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 and service sales, receivables from credit card companies, and amounts due from vendors for unsold and returned products and are reflected net of reserves for estimated uncollectible amounts. The Company records accounts receivable at the invoiced amount and does not charge interest on past due invoices. A provision for ValuePay bad debts is provided as a percentage of ValuePay receivables in the period of sale and is based on historical experience and the Company’s judgments about the creditworthiness of customers based on ongoing credit evaluations. The Company reviews its accounts receivable from customers that are past due to identify specific accounts with known disputes or collectability issues. As of April 30, 2022 and January 29, 2022, the Company had approximately $39,615 and $47,008 of net receivables due from customers under the ValuePay installment program and total reserves for estimated uncollectible amounts of $2,950 |
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 loss per share calculations and the number of shares used in the calculation of basic net loss per share and diluted net loss per share is as follows: Three Months Ended April 30, May 1, 2022 2021 Numerator: Net loss attributable to shareholders $ (11,896) $ (3,228) Earnings allocated to participating share awards — — Net loss attributable to common shares — Basic and diluted $ (11,896) $ (3,228) Denominator: Weighted average number of common shares outstanding — Basic (a) 21,742,286 15,517,454 Dilutive effect of stock options, non-vested shares and warrants (b) — — Weighted average number of common shares outstanding — Diluted 21,742,286 15,517,454 Net loss per common share $ (0.55) $ (0.21) Net loss per common share — assuming dilution $ (0.55) $ (0.21) (a) For the three-month period ended May 1, 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-month periods ended April 30, 2022 and May 1, 2021 there were 449,290 and 650,000 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) | 3 Months Ended |
Apr. 30, 2022 | |
Fair Value Measurements | |
Schedule of fair values of the Company's derivative instruments classified as Level 2 financial instruments | Fair Value Measurements at April 30, 2022 Total Level 1 Level 2 Level 3 Liabilities: Siena revolving loan $ 61,149 $ — $ 61,149 $ — 8.5% Senior unsecured notes (IMBIL) 61,632 61,632 — — GreenLake Real Estate financing term loan 28,500 — 28,500 — Seller notes 27,234 — 27,234 — GCP note 10,600 — 10,600 — Fair Value Measurements at January 29, 2022 Total Level 1 Level 2 Level 3 Liabilities: Siena revolving loan $ 60,216 $ — $ 60,216 $ — 8.5% Senior unsecured notes (IMBIL) 70,176 70,176 — — GreenLake Real Estate Financing term loan 28,500 — 28,500 — Seller notes 29,354 — 29,354 — |
Television Broadcast Rights (Ta
Television Broadcast Rights (Tables) | 3 Months Ended |
Apr. 30, 2022 | |
Television Broadcast Rights | |
Schedule of Television Broadcast Rights [Table Text Block] | Television broadcast rights in the accompanying condensed consolidated balance sheets consisted of the following: April 30, 2022 January 29, 2022 Television broadcast rights $ 146,200 $ 146,200 Less accumulated amortization (51,779) (43,858) Television broadcast rights, net $ 94,421 $ 102,342 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Apr. 30, 2022 | |
Goodwill and Intangible Assets | |
Schedule of Changes in Goodwill [Table Text Block] | Balance, January 29, 2022 $ 99,050 Acquisition valuation adjustment (2,365) Foreign currency translation adjustment (3,527) Balance, April 30, 2022 $ 93,158 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | April 30, 2022 January 29, 2022 Estimated Gross Gross Useful Life Carrying Accumulated Carrying Accumulated (In Years) Amount Amortization Net Amount Amount Amortization Net Amount Trademarks and Trade Names 15 $ 15,888 $ (816) $ 15,072 $ 14,462 $ (451) $ 14,011 Technology 4-9 7,657 (1,034) 6,623 6,524 (752) 5,772 Customer Lists and Relationships 3-14 7,719 (766) 6,953 8,689 (619) 8,070 Vendor Exclusivity 5 193 (116) 77 193 (106) 87 Total finite-lived intangible assets $ 31,457 $ (2,732) $ 28,725 $ 29,868 $ (1,928) $ 27,940 |
Credit Agreements (Tables)
Credit Agreements (Tables) | 3 Months Ended |
Apr. 30, 2022 | |
Credit Agreements | |
Schedule of Long-term Credit Facility [Table Text Block] | The Company’s long-term credit facilities consist of: April 30, 2022 January 29, 2022 Siena revolving loan due July 31, 2024, principal amount $ 61,149 $ 60,216 8.5% Senior Unsecured Notes, due 2026, principal amount 80,000 80,000 GreenLake Real Estate Financing term loan due July 31, 2024, principal amount 28,500 28,500 Seller notes: Seller note due in annual installments, maturing in November 2023, principal amount 18,990 20,062 Seller note due in quarterly installments, maturing in December 2023, principal amount 7,000 8,000 Total seller notes 25,990 28,062 GCP promissory note 10,600 — Total debt 206,239 196,778 Less: unamortized debt issuance costs (7,241) (7,607) Less: unamortized debt discount (600) — Plus: unamortized debt premium 1,244 1,292 Total carrying amount of debt 199,641 190,463 Less: current portion of long-term debt (24,095) (14,031) Long-term debt, net $ 175,546 $ 176,432 |
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 April 30, 2022 were as follows: GreenLake Real Seller Estate Financing Siena 8.5% Senior GCP Fiscal year Notes Term Loan Revolving Loan Unsecured Notes Note Total 2022 $ 12,495 $ — $ — $ — $ 10,600 $ 23,095 2023 13,495 — — — — 13,495 2024 — 28,500 61,149 — — 89,649 2025 — — — — — — 2026 — — — 80,000 — 80,000 Total amount due $ 25,990 $ 28,500 $ 61,149 $ 80,000 $ 10,600 $ 206,239 Less: unamortized debt issuance costs — (1,513) — (5,608) (720) (7,841) Plus: unamortized debt premium 1,244 — — — — 1,244 Total carrying amount of debt $ 27,234 $ 26,987 $ 61,149 $ 74,392 $ 9,880 $ 199,641 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended |
Apr. 30, 2022 | |
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 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 2022 Expected volatility: 83% Expected term (in years): 6 years Risk-free interest rate: 2.4% |
Schedule of stock option activity [Table Text Block] | A summary of the status of the Company’s stock options outstanding as of April 30, 2022 and changes during the three months then ended is as follows: 2020 Plan 2011 Plan 2004 Plan Option Weighted Average Option Weighted Average Option Weighted Average Shares Exercise Price Shares Exercise Price Shares Exercise Price Balance outstanding, January 29, 2022 147,500 $ 7.33 25,700 $ 10.04 3,000 $ 53.49 Granted 20,500 $ 5.92 — $ — — $ — Exercised — $ — — $ — — $ — Forfeited or canceled (19,500) $ 6.80 (6,500) $ 11.34 — $ — Balance outstanding, April 30, 2022 148,500 $ 7.20 19,200 $ 9.60 3,000 $ 54.70 Options exercisable at April 30, 2022 15,000 $ 8.72 16,300 $ 10.49 3,000 $ 54.70 |
Schedule of stock options outstanding, vested and expected to vest [Table Text Block] | The following table summarizes information regarding stock options outstanding as of April 30, 2022: Options Outstanding Options Vested or Expected to Vest Weighted Weighted Weighted Average Weighted Average Average Remaining Aggregate Average Remaining Aggregate Number of Exercise Contractual Intrinsic Number of Exercise Contractual Intrinsic Option Type Shares Price Life (Years) Value Shares Price Life (Years) Value 2020 Plan 148,500 $ 7.20 9.3 $ — 130,800 $ 7.22 9.3 $ — 2011 Plan 19,200 $ 9.60 5.8 $ — 18,700 $ 9.75 5.7 $ — 2004 Plan 3,000 $ 54.70 1.9 $ — 3,000 $ 54.70 1.9 $ — |
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 April 30, 2022 and changes during the three-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 29, 2022 57,800 $ 3.47 1,031,300 $ 7.46 222,900 $ 4.13 1,312,000 $ 6.72 Granted — $ — 497,600 $ 5.92 36,400 $ 1.69 534,000 $ 5.63 Vested — $ — (263,800) $ 5.64 — $ — (263,800) $ 5.64 Forfeited — $ — (58,600) $ 5.17 — $ — (58,600) $ 5.17 Expired (12,500) $ 5.07 — $ — — $ — (12,500) $ 5.07 Non-vested outstanding, April 30, 2022 45,300 $ 3.02 1,206,500 $ 7.33 259,300 $ 3.79 1,511,100 $ 6.60 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 3 Months Ended |
Apr. 30, 2022 | |
Net Loss Per Common Share | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended April 30, May 1, 2022 2021 Numerator: Net loss attributable to shareholders $ (11,896) $ (3,228) Earnings allocated to participating share awards — — Net loss attributable to common shares — Basic and diluted $ (11,896) $ (3,228) Denominator: Weighted average number of common shares outstanding — Basic (a) 21,742,286 15,517,454 Dilutive effect of stock options, non-vested shares and warrants (b) — — Weighted average number of common shares outstanding — Diluted 21,742,286 15,517,454 Net loss per common share $ (0.55) $ (0.21) Net loss per common share — assuming dilution $ (0.55) $ (0.21) (a) For the three-month period ended May 1, 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-month periods ended April 30, 2022 and May 1, 2021 there were 449,290 and 650,000 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) | 3 Months Ended |
Apr. 30, 2022 | |
Business Segments and Sales by Product Group | |
Schedule of Revenue by Reporting Segments [Table Text Block] | Three Months Ended April 30, May 1, 2022 2021 Entertainment: Jewelry & Watches $ 49,209 $ 43,396 Health, Beauty & Wellness 25,785 25,097 Home 22,213 12,817 Fashion & Accessories 20,252 13,686 Other (primarily shipping & handling revenue) 13,115 11,465 Total entertainment revenues $ 130,574 $ 106,461 Consumer Brands: Fashion & Accessories $ 10,898 $ 4,194 Home 1,349 850 Jewelry & Watches 140 137 Other (primarily shipping & handling revenue) 312 (78) Total consumer brand revenues $ 12,699 $ 5,103 Media Commerce Services: Advertising & Search 10,761 — OTT & Other 511 1,639 Total media commerce services revenues $ 11,272 $ 1,639 |
Performance measures by segment [Table Text Block] | Media Consumer Commerce Entertainment Brands Services Consolidated Three Months Ended April 30, 2022: Net Sales $ 130,574 $ 12,699 $ 11,272 $ 154,544 Gross Margin 52,238 5,831 3,268 61,337 Operating Income (loss) (9,173) 1,826 834 (6,513) Three Months Ended May 1, 2021: Net Sales $ 106,461 $ 5,103 $ 1,639 $ 113,203 Gross Margin 42,964 2,304 740 46,007 Operating Income (loss) (1,502) (680) 131 (2,051) |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 3 Months Ended |
Apr. 30, 2022 | |
Restructuring Costs | |
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 three-month period ended April 30, 2022: Balance at Balance at January 29, 2022 Charges Cash Payments April 30, 2022 Severance $ 557 $ 157 $ (367) $ 347 $ 557 $ 157 $ (367) $ 347 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 3 Months Ended |
Apr. 30, 2022 | |
The Closeout.com Joint Venture | |
Business Acquisition [Line Items] | |
Summary of the allocation of purchase consideration [Table Text Block] | Fair Value Inventory $ 4,770 Fixed assets 600 Goodwill 1,740 Identifiable intangible assets acquired: Developed technology 110 Trademarks and trade names 180 Liabilities assumed (400) Total consideration $ 7,000 |
1-2-3.tv | |
Business Acquisition [Line Items] | |
Summary of the allocation of purchase consideration [Table Text Block] | Fair Value Cash and cash equivalents $ 2,117 Accounts receivable, net 7,773 Inventory 18,815 Prepaid expenses 2,002 Fixed assets 5,093 Goodwill 70,634 Identifiable intangible assets acquired: Developed technology 5,200 Customer lists and relationships 2,310 Trademarks and trade names 15,368 Liabilities assumed (25,691) Total consideration $ 103,621 |
Summary of proforma net sales and net income per share [Table Text Block] | Q1 2021 (a) Net sales $ 164,364 Net loss (11,545) |
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 $ 7,516 Fixed assets 737 Right of use asset 205 Goodwill 23,806 Identifiable intangible assets acquired: Developed technology 1,100 Customer lists and relationships 4,900 Liabilities assumed (7,864) Total consideration $ 30,400 |
Christopher & Banks, LLC [Member] | |
Business Acquisition [Line Items] | |
Summary of the allocation of purchase consideration [Table Text Block] | Fair Value Inventory $ 4,100 Fixed assets 500 Goodwill 3,307 Identifiable intangible assets acquired: Developed technology 890 Customer lists and relationships 400 Liabilities assumed (4,197) Total consideration $ 5,000 |
General (Details)
General (Details) | 3 Months Ended | |
Jan. 29, 2022segmentshares | Apr. 30, 2022shares | |
General | ||
Capital stock, shares authorized | 30,000,000 | |
Common stock, shares authorized | 29,600,000 | 29,600,000 |
Number of reporting segment | segment | 3 |
Basis of Financial Statement _3
Basis of Financial Statement Presentation (Details) | 3 Months Ended | 12 Months Ended | |
Apr. 30, 2022 | Jan. 28, 2023 | Jan. 29, 2022 | |
Accounting Policies [Abstract] | |||
Number of weeks in fiscal year | 91 days | 364 days | |
Number of weeks in fiscal quarter | P13W | 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 | 3 Months Ended | ||
Apr. 30, 2022 | May 01, 2021 | Jan. 29, 2022 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Merchandise return liability | $ 6,253 | $ 8,126 | |
Right of return asset | 2,709 | 3,770 | |
Accounts receivable, net | 76,166 | 78,947 | |
Reserves for estimated uncollectible amounts | 2,950 | 3,019 | |
Revenue | 154,544 | $ 113,203 | |
Transferred over Time [Member] | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Revenue | 0 | $ 0 | |
Net Receivables Due from Customers Under ValuePay [Member] | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Accounts receivable, net | $ 39,615 | $ 47,008 |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligations (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-05-01 $ in Thousands | Apr. 30, 2022USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue to be recognized from remaining performance obligation | $ 248 |
Revenue to be recognized from remaining performance obligation, expected timing of satisfaction, period | 12 months |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments Classification (Details) - USD ($) $ in Thousands | Apr. 30, 2022 | Jan. 29, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | $ 10,600 | |
Siena revolving loan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 61,149 | $ 60,216 |
8.5% Senior unsecured notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | $ 61,632 | $ 70,176 |
Interest rate (as a percent) | 8.50% | 8.50% |
Green Lake Real Estate financing term loan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | $ 28,500 | $ 28,500 |
Seller's notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 27,234 | 29,354 |
Level 1 | 8.5% Senior unsecured notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | $ 61,632 | 70,176 |
Interest rate (as a percent) | 8.50% | |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | $ 10,600 | |
Level 2 [Member] | Siena revolving loan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 61,149 | 60,216 |
Level 2 [Member] | Green Lake Real Estate financing term loan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 28,500 | 28,500 |
Level 2 [Member] | Seller's notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | $ 27,234 | $ 29,354 |
Television Broadcast Rights (De
Television Broadcast Rights (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Apr. 30, 2022 | May 01, 2021 | Jan. 29, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||
Less accumulated amortization | $ (2,732) | $ (1,928) | |
Television broadcast rights, net | 69,698 | 74,821 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
Total | 28,725 | 27,940 | |
Television broadcast rights obligation | 108,983 | ||
Current portion of television broadcast rights obligations | 31,868 | 31,921 | |
Payments for television distribution rights | 5,524 | $ 6,219 | |
Television Broadcast Rights [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Television broadcast rights | 146,200 | 146,200 | |
Less accumulated amortization | (51,779) | (43,858) | |
Television broadcast rights, net | $ 94,421 | $ 102,342 | |
Weighted average lives of television broadcast rights | 4 years 2 months 12 days | ||
Amortization expense | $ 7,922,000 | 5,200 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2022 | 19,600 | ||
2023 | 20,493 | ||
2024 | 20,493 | ||
2025 | 20,493 | ||
2026 | 13,342 | ||
Thereafter | 0 | ||
Interest expense, portion related to television distribution rights obligation | 1,319 | 503 | |
Television broadcast rights, additions | $ 0 | $ 102,545 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) $ in Thousands | 3 Months Ended |
Apr. 30, 2022USD ($) | |
Changes in goodwill | |
Balance at January 29, 2022 | $ 99,050 |
Acquisition valuation adjustment | (2,365) |
Foreign currency translation adjustment | (3,527) |
Balance at April 30, 2022 | $ 93,158 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Apr. 30, 2022 | May 01, 2021 | Jan. 29, 2022 | Nov. 05, 2021 | Jul. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets, Gross | $ 31,457 | $ 29,868 | |||
Less accumulated amortization | (2,732) | (1,928) | |||
Finite-lived intangible assets, Net | 28,725 | 27,940 | |||
Estimated amortization expense by fiscal year maturity [Abstract] | |||||
Total | 28,725 | 27,940 | |||
Goodwill | $ 93,158 | 99,050 | |||
Class Of Warrant Or Right Exercise Period | 5 years | ||||
Finite Lived Intangible Assets Excluding Television Distribution Rights [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense of intangible assets | $ 804 | $ 104 | |||
Estimated amortization expense by fiscal year maturity [Abstract] | |||||
2022 | 2,363 | ||||
2023 | 3,094 | ||||
2024 | 2,898 | ||||
2025 | 2,714 | ||||
2026 | 2,241 | ||||
Thereafter | 15,415 | ||||
Trade Names [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets, Gross | 15,888 | 14,462 | |||
Less accumulated amortization | (816) | (451) | |||
Finite-lived intangible assets, Net | 15,072 | 14,011 | |||
Estimated amortization expense by fiscal year maturity [Abstract] | |||||
Total | $ 15,072 | 14,011 | |||
Trade Names [Member] | Minimum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated useful life | 15 years | ||||
Technology [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets, Gross | $ 7,657 | 6,524 | |||
Less accumulated amortization | (1,034) | (752) | |||
Finite-lived intangible assets, Net | 6,623 | 5,772 | |||
Estimated amortization expense by fiscal year maturity [Abstract] | |||||
Total | $ 6,623 | 5,772 | |||
Technology [Member] | Minimum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated useful life | 4 years | ||||
Technology [Member] | Maximum [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated useful life | 9 years | ||||
Customer Lists [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets, Gross | $ 7,719 | 8,689 | |||
Less accumulated amortization | (766) | (619) | |||
Finite-lived intangible assets, Net | 6,953 | 8,070 | |||
Estimated amortization expense by fiscal year maturity [Abstract] | |||||
Total | $ 6,953 | 8,070 | |||
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 | 14 years | ||||
Vendor Exclusivity [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated useful life | 5 years | ||||
Finite-lived intangible assets, Gross | $ 193 | 193 | |||
Less accumulated amortization | (116) | (106) | |||
Finite-lived intangible assets, Net | 77 | 87 | |||
Estimated amortization expense by fiscal year maturity [Abstract] | |||||
Total | $ 77 | $ 87 | |||
1-2-3.tv | |||||
Estimated amortization expense by fiscal year maturity [Abstract] | |||||
Goodwill | $ 70,634 | ||||
Synacor's Portal and Advertising Segment [Member] | |||||
Estimated amortization expense by fiscal year maturity [Abstract] | |||||
Goodwill | $ 23,806 |
Credit Agreements (Details)
Credit Agreements (Details) | May 27, 2022USD ($) | May 17, 2022USD ($) | Apr. 18, 2022USD ($)$ / shares | Nov. 05, 2021USD ($)installment | Sep. 28, 2021USD ($)$ / shares | Jul. 30, 2021USD ($) | Apr. 30, 2022USD ($)Dsubsidiary$ / shares | May 01, 2021USD ($) | Jan. 29, 2022USD ($)$ / shares | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||||||||||
Total debt | $ 206,239,000 | $ 196,778,000 | ||||||||
Less: unamortized debt issuance costs | (7,241,000) | (7,607,000) | ||||||||
Less: unamortized debt discount | (600,000) | |||||||||
Plus: unamortized debt premium | 1,244,000 | 1,292,000 | ||||||||
Total carrying amount of debt | 199,641,000 | 190,463,000 | ||||||||
Less: current portion of long-term debt | (24,095,000) | (14,031,000) | ||||||||
Long-term debt, net | $ 175,546,000 | $ 176,432,000 | ||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | ||||||||
Over-Allotment Option [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount denomination | $ 25 | |||||||||
Integral multiples of excess principal amount | $ 25 | |||||||||
Siena revolving loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Term of debt | 3 years | |||||||||
Revolving line of credit facility, maximum borrowing capacity | $ 80,000,000,000 | |||||||||
Interest expense | $ 1,030,000 | $ 0 | ||||||||
Monthly fee percentage | 0.50% | |||||||||
Siena revolving loan | Subsequent Event [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repayment of short term debt loan | $ 1,500,000 | |||||||||
Siena revolving loan | Line of Credit [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total long-term credit facility | $ 61,149,000 | $ 60,216,000 | ||||||||
Plus: unamortized debt premium | 0 | |||||||||
Total carrying amount of debt | 61,149,000 | |||||||||
Remaining borrowing capacity | $ 4,054,000,000 | |||||||||
Siena revolving loan | LIBOR [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, basis spread on variable rate | 4.50% | |||||||||
Number of business days | D | 3 | |||||||||
Siena revolving loan | 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 term loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | $ 28,500,000 | |||||||||
Interest rate per annum | 10.00% | |||||||||
Term of debt | 3 years | |||||||||
Effective interest rate | 12.40% | |||||||||
Interest expense | $ 889,000 | 0 | ||||||||
Payment for debt extinguishment costs | $ 100,000 | |||||||||
Number of Subsidiaries | subsidiary | 2 | |||||||||
Term of written notice | 30 days | |||||||||
Term of written notice from borrowers for prepayment | 90 days | |||||||||
Deferred financing costs, revolving line of credit, net | $ 1,513,000 | 1,682,000 | ||||||||
Green Lake Real Estate financing term loan | Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total debt | 28,500,000 | 28,500,000 | ||||||||
Plus: unamortized debt premium | 0 | |||||||||
Total carrying amount of debt | $ 26,987,000 | |||||||||
Green Lake Real Estate financing term loan | Prime Rate [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of basis points in debt instrument | 200 | |||||||||
8.5% Senior unsecured notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total debt | $ 80,000,000 | 80,000,000 | ||||||||
Total carrying amount of debt | $ 74,392,000 | |||||||||
Principal amount | $ 80,000,000 | |||||||||
Interest rate per annum | 8.50% | 8.50% | 8.50% | |||||||
Net proceeds | $ 73,700,000 | |||||||||
Sinking fund | $ 0 | |||||||||
Redemption price | $ / shares | $ 25.50 | |||||||||
Number of days for redemption | 45 days | |||||||||
Term of debt | 5 years | |||||||||
Effective interest rate | 10.10% | |||||||||
Interest expense | $ 2,037,000 | $ 0 | ||||||||
Deferred financing costs, revolving line of credit, net | 5,608,000 | 5,925,000 | ||||||||
8.5% Senior unsecured notes | 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 | 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 | On or after September 30, 2025 and prior to maturity [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Redemption price | $ / shares | $ 25.25 | |||||||||
Seller's notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total debt | 25,990,000 | 28,062,000 | ||||||||
Seller's notes | 1-2-3.tv | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total debt | 25,990,000 | |||||||||
Plus: unamortized debt premium | 1,244,000 | |||||||||
Total carrying amount of debt | 27,234,000 | |||||||||
Seller's notes | Synacor's Portal and Advertising Segment [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | $ 10,000,000 | 7,000,000 | ||||||||
Quarterly installment | $ 1,000,000 | |||||||||
Interest expense | 114,000 | |||||||||
Seller Note Due In Annual Installments, Maturing In November 2023, Principal Amount [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total debt | 18,990,000 | 20,062,000 | ||||||||
Seller note due in quarterly installments, maturing in December 2023, principal amount | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total debt | 7,000,000 | 8,000,000 | ||||||||
Unsecured promissory note | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total debt | 10,600,000 | |||||||||
Total carrying amount of debt | $ 9,880,000 | |||||||||
Unsecured promissory note | Securities Purchase Agreement with Growth Capital Partners, LLC [Member] [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Plus: unamortized debt premium | $ 600,000 | |||||||||
Principal amount | $ 10,600,000 | |||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | |||||||||
Proceeds from Convertible Debt | $ 10,000,000 | |||||||||
Interest rate per annum | 7.00% | |||||||||
Maximum monthly redemption amount | $ 1,500,000 | |||||||||
Term of debt | 13 months | |||||||||
Effective interest rate | 13.30% | |||||||||
Interest expense | $ 27,000 | |||||||||
Interest rate | 18.00% | |||||||||
Deferred financing costs, revolving line of credit, net | $ 720,000 | 0 | ||||||||
Unsecured promissory note | Securities Purchase Agreement with Growth Capital Partners, LLC [Member] [Member] | Subsequent Event [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repayments of Convertible Debt | $ 7,500,000 | |||||||||
Minimum [Member] | Synacor's Portal and Advertising Segment [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate per annum | 6.00% | |||||||||
Minimum [Member] | Seller's notes | Synacor's Portal and Advertising Segment [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate per annum | 6.00% | |||||||||
Maximum [Member] | Synacor's Portal and Advertising Segment [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate per annum | 11.00% | |||||||||
Maximum [Member] | Siena revolving loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Letters of credit | $ 5,000 | |||||||||
Maximum [Member] | Seller's notes | Synacor's Portal and Advertising Segment [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate per annum | 11.00% | |||||||||
Other Assets [Member] | Siena revolving loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Deferred financing costs, revolving line of credit, net | $ 2,303 | $ 2,411 | ||||||||
1-2-3.tv | Seller's notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total debt | $ 20,800,000 | |||||||||
Principal amount | 18,990,000 | |||||||||
Number of installment for repayment | installment | 2 | |||||||||
Interest rate per annum | 8.50% | |||||||||
Interest expense | $ 418,000 |
Credit Agreements - Maturities
Credit Agreements - Maturities of Long-Term Credit Facilities (Details) - USD ($) $ in Thousands | Apr. 30, 2022 | Jan. 29, 2022 |
Maturities of Long-term Debt [Abstract] | ||
Long-term credit facility, Maturities, Fiscal Year 2022 | $ 23,095 | |
Long-term credit facility, Maturities, Fiscal Year 2023 | 13,495 | |
Long-term credit facility, Maturities, Fiscal Year 2024 | 89,649 | |
Long-term credit facility, Maturities, Fiscal Year 2025 | 0 | |
Long-term credit facility, Maturities, Fiscal Year 2026 | 80,000 | |
Total debt | 206,239 | $ 196,778 |
Less: unamortized debt issuance costs | (7,841) | |
Plus: unamortized debt premium | 1,244 | 1,292 |
Total carrying amount of debt | 199,641 | 190,463 |
Seller's notes | ||
Maturities of Long-term Debt [Abstract] | ||
Total debt | 25,990 | 28,062 |
8.5% Senior unsecured notes | ||
Maturities of Long-term Debt [Abstract] | ||
Long-term credit facility, Maturities, Fiscal Year 2026 | 80,000 | |
Total debt | 80,000 | 80,000 |
Less: unamortized debt issuance costs | (5,608) | |
Total carrying amount of debt | 74,392 | |
Unsecured promissory note | ||
Maturities of Long-term Debt [Abstract] | ||
Long-term credit facility, Maturities, Fiscal Year 2022 | 10,600 | |
Total debt | 10,600 | |
Less: unamortized debt issuance costs | (720) | |
Total carrying amount of debt | 9,880 | |
Line of Credit [Member] | Siena revolving loan | ||
Maturities of Long-term Debt [Abstract] | ||
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 | 61,149 | |
Long-term credit facility, Maturities, Fiscal Year 2025 | 0 | |
Long-term credit facility, Maturities, Fiscal Year 2026 | 0 | |
Total | 61,149 | 60,216 |
Less: unamortized debt issuance costs | 0 | |
Plus: unamortized debt premium | 0 | |
Total carrying amount of debt | 61,149 | |
Term Loan [Member] | Green Lake Real Estate financing term loan | ||
Maturities of Long-term Debt [Abstract] | ||
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 | |
Long-term credit facility, Maturities, Fiscal Year 2025 | 0 | |
Long-term credit facility, Maturities, Fiscal Year 2026 | 0 | |
Total debt | 28,500 | $ 28,500 |
Less: unamortized debt issuance costs | (1,513) | |
Plus: unamortized debt premium | 0 | |
Total carrying amount of debt | 26,987 | |
1-2-3.tv | Seller's notes | ||
Maturities of Long-term Debt [Abstract] | ||
Long-term credit facility, Maturities, Fiscal Year 2022 | 12,495 | |
Long-term credit facility, Maturities, Fiscal Year 2023 | 13,495 | |
Total debt | 25,990 | |
Plus: unamortized debt premium | 1,244 | |
Total carrying amount of debt | $ 27,234 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) - $ / shares | Apr. 30, 2022 | Jan. 29, 2022 |
Capital stock, Authorized | 30,000,000 | |
Common Stock, Shares Authorized | 29,600,000 | 29,600,000 |
Common stock, shares issued | 21,804,017 | 21,571,387 |
Common stock, shares outstanding | 21,804,017 | 21,571,387 |
Preferred stock, shares authorized | 400,000 | 400,000 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series A Junior Participating Cumulative Preferred Stock [Member] | ||
Preferred stock, shares authorized | 400,000 |
Shareholders' Equity - Private
Shareholders' Equity - Private Placement Securities Purchase Agreement and Registered Direct Offering (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 09, 2021 | Feb. 18, 2021 | Apr. 17, 2020 | Apr. 14, 2020 | Apr. 30, 2022 | May 01, 2021 | Oct. 31, 2020 | Aug. 01, 2020 |
Securities Purchase Agreements [Line Items] | ||||||||
Common stock issued, Shares | 4,830,918 | 3,289,000 | 1,836,314 | |||||
Price per share of common stock | $ 9 | $ 7 | ||||||
Warrants outstanding | 1,329,188 | |||||||
Warrant exercise price per share | $ 0.001 | |||||||
Warrant exercise period | 5 years | |||||||
Gross proceeds from private placement securities issuance | $ 1,500 | $ 4,000 | $ 2,500 | |||||
Securities issuance costs | $ 190 | |||||||
Proceeds from issuance of common stock and warrants | $ 39,955 | $ 21,224 | $ 0 | $ 21,224 | ||||
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 | |||||||
Warrants Granted July 11, 2020 [Member] | ||||||||
Securities Purchase Agreements [Line Items] | ||||||||
Warrants outstanding | 244,798 | |||||||
Warrant exercise price per share | $ 2.66 | |||||||
Expiration date of warrants | Apr. 14, 2025 | |||||||
Warrants Granted May 2, 2019 [Member] | ||||||||
Securities Purchase Agreements [Line Items] | ||||||||
Warrants outstanding | 349,998 | |||||||
Warrant exercise price per share | $ 15 | |||||||
Expiration date of warrants | May 2, 2024 | |||||||
Warrants Granted April Through July2020 Excluding Fully Paid Warrants [Member] | ||||||||
Securities Purchase Agreements [Line Items] | ||||||||
Warrants issued | 979,190 | |||||||
Warrant exercise price per share | $ 2.66 | |||||||
Expiration date of warrants | Apr. 14, 2025 | |||||||
Warrants Granted July2020 Fully Paid [Member] | ||||||||
Securities Purchase Agreements [Line Items] | ||||||||
Warrant exercise price per share | $ 0.001 | |||||||
Exercise of warrants, Shares | 114,698 |
Shareholders' Equity - Warrants
Shareholders' Equity - Warrants (Details) | 3 Months Ended |
Apr. 30, 2022$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding | 1,329,188 |
Warrants exercisable | 1,329,188 |
Warrant exercise period | 5 years |
Exercise Price (Per Share) | $ / shares | $ 0.001 |
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 Award (Details) | 3 Months Ended |
Apr. 30, 2022 | |
Shareholders' Equity | |
Period for recognition of unrecognized compensation cost | 2 years 3 months |
Shareholders' Equity - Stock Op
Shareholders' Equity - Stock Option Awards - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Apr. 30, 2022 | May 01, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted, weighted average grant date fair value | $ 4.20 | |
Intrinsic value of options exercised | $ 0 | $ 0 |
Unrecognized compensation cost related to non-vested awards | $ 470 | |
Period for recognition of unrecognized compensation cost | 2 years 3 months | |
Stock Option Tax Benefit [Abstract] | ||
Share-based Payment Arrangement, Exercise of Option, Tax Benefit | $ 0 | 0 |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock option awards compensation expense | $ 57 | $ 19 |
Shareholders' Equity - Stock _2
Shareholders' Equity - Stock Option Awards - Grant Volatility (Details) - Stock Options [Member] | 3 Months Ended |
Apr. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility rate | 83.00% |
Expected term (in years) | 6 years |
Risk-free interest rate | 2.40% |
Shareholders' Equity - Stock _3
Shareholders' Equity - Stock Option Awards - Activity (Details) | 3 Months Ended |
Apr. 30, 2022$ / sharesshares | |
The 2020 Equity Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Balance outstanding at beginning of period | shares | 147,500 |
Granted | shares | 20,500 |
Forfeited or canceled | shares | (19,500) |
Balance outstanding at end of period | shares | 148,500 |
Options exercisable | shares | 15,000 |
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 | $ 7.33 |
Granted, weighted average exercise price | $ / shares | 5.92 |
Forfeited or canceled, weighted average exercise price | $ / shares | 6.80 |
Balance outstanding at end of period, weighted average exercise price | $ / shares | 7.20 |
Options exercisable, weighted average exercise price | $ / shares | $ 8.72 |
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 | 25,700 |
Granted | shares | 0 |
Exercised | shares | 0 |
Forfeited or canceled | shares | (6,500) |
Balance outstanding at end of period | shares | 19,200 |
Options exercisable | shares | 16,300 |
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 | $ 10.04 |
Granted, weighted average exercise price | $ / shares | 0 |
Exercised, weighted average exercise price | $ / shares | 0 |
Forfeited or canceled, weighted average exercise price | $ / shares | 11.34 |
Balance outstanding at end of period, weighted average exercise price | $ / shares | 9.60 |
Options exercisable, weighted average exercise price | $ / shares | $ 10.49 |
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 | 54.70 |
Options exercisable, weighted average exercise price | $ / shares | $ 54.70 |
Shareholders' Equity - Stock _4
Shareholders' Equity - Stock Option Awards - Outstanding Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Apr. 30, 2022 | Jan. 29, 2022 | |
The 2020 Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options outstanding | 148,500 | 147,500 |
Options outstanding, weighted average exercise price | $ 7.20 | $ 7.33 |
Options outstanding, weighted average remaining contractual life | 9 years 3 months 18 days | |
Options outstanding, aggregate intrinsic value | $ 0 | |
Vested or expected to vest, outstanding | 130,800 | |
Vested or expected to vest, outstanding, weighted average exercise price | $ 7.22 | |
Vested or expected to vest, outstanding, weighted average remaining contractual life | 9 years 3 months 18 days | |
Vested or expected to vest, outstanding, aggregate intrinsic value | $ 0 | |
A 2011 Omnibus Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options outstanding | 19,200 | 25,700 |
Options outstanding, weighted average exercise price | $ 9.60 | $ 10.04 |
Options outstanding, weighted average remaining contractual life | 5 years 9 months 18 days | |
Options outstanding, aggregate intrinsic value | $ 0 | |
Vested or expected to vest, outstanding | 18,700 | |
Vested or expected to vest, outstanding, weighted average exercise price | $ 9.75 | |
Vested or expected to vest, outstanding, weighted average remaining contractual life | 5 years 8 months 12 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 | $ 54.70 | $ 53.49 |
Options outstanding, weighted average remaining contractual life | 1 year 10 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 | $ 54.70 | |
Vested or expected to vest, outstanding, weighted average remaining contractual life | 1 year 10 months 24 days | |
Vested or expected to vest, outstanding, aggregate intrinsic value | $ 0 |
Shareholders' Equity - Restri_2
Shareholders' Equity - Restricted Stock Units (Details) - USD ($) $ in Thousands | Nov. 18, 2019 | Apr. 30, 2022 | May 01, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost related to non-vested awards | $ 470 | ||
Period for recognition of unrecognized compensation cost | 2 years 3 months | ||
Share-based payment compensation | $ 985 | $ 668 | |
Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted, shares | 534,000 | ||
Vested, shares | 263,800 | ||
Unrecognized compensation cost related to non-vested awards | $ 3,749 | ||
Period for recognition of unrecognized compensation cost | 2 years 5 months 4 days | ||
Share-based payment compensation | $ 411 | 280 | |
Restricted stock vested in period, total fair value | $ 596 | 579 | |
Restricted Stock Units Time Based [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted, shares | 497,600 | ||
Vested, shares | 263,800 | ||
Award Vesting Period | 3 years | ||
Director [Member] | Restricted Stock Units Time Based [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award Vesting Period | 12 months | ||
Share-based Payment Arrangement, ABG-Shaq, LLC [Member] | Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total grant date fair value | $ 2,595 | ||
Compensation Expense | $ 216 | $ 216 | |
Unrecognized compensation cost related to non-vested awards | $ 649 | ||
Period for recognition of unrecognized compensation cost | 9 months | ||
Commercial agreement term | 3 years | ||
Share-based Payment Arrangement, ABG-Shaq, LLC [Member] | Restricted Stock Units Time Based [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted, shares | 400,000 | ||
Share-based Payment Arrangement Shaq R S U Grant Tranche One Member | Share-based Payment Arrangement, ABG-Shaq, LLC [Member] | Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vested, shares | 133,333 | ||
Share-based Payment Arrangement Shaq R S U Grant Tranche Two Member | Share-based Payment Arrangement, ABG-Shaq, LLC [Member] | Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vested, shares | 133,333 | ||
Share-based Payment Arrangement Shaq R S U Grant Tranche Three Member | Share-based Payment Arrangement, ABG-Shaq, LLC [Member] | Restricted Stock Units (RSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vested, shares | 133,334 |
Shareholders' Equity - Performa
Shareholders' Equity - Performance Based Stock Units Activity (Details) - shares | 3 Months Ended | |
Apr. 30, 2022 | May 01, 2021 | |
Performance Based Units [ Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted, shares | 36,400 | |
Performance Share Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted, shares | 76,900 | 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) | 3 Months Ended |
Apr. 30, 2022$ / 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 | 57,800 |
Granted, shares | shares | 0 |
Vested, shares | shares | 0 |
Forfeited, shares | shares | 0 |
Expired, shares | shares | (12,500) |
Non-vested restricted stock shares outstanding at end of period | shares | 45,300 |
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 | $ 3.47 |
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 |
Expired, weighted average grant date fair value per share | $ / shares | 5.07 |
Non-vested restricted stock shares outstanding at end of period, weighted average grant date fair value per share | $ / shares | $ 3.02 |
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 | 1,031,300 |
Granted, shares | shares | 497,600 |
Vested, shares | shares | (263,800) |
Forfeited, shares | shares | (58,600) |
Non-vested restricted stock shares outstanding at end of period | shares | 1,206,500 |
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 | $ 7.46 |
Granted, weighted average grant date fair value per share | $ / shares | 5.92 |
Vested, weighted average grant date fair value per share | $ / shares | 5.64 |
Forfeited, weighted average grant date fair value per share | $ / shares | 5.17 |
Non-vested restricted stock shares outstanding at end of period, weighted average grant date fair value per share | $ / shares | $ 7.33 |
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 | 222,900 |
Granted, shares | shares | 36,400 |
Non-vested restricted stock shares outstanding at end of period | shares | 259,300 |
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 | $ 4.13 |
Granted, weighted average grant date fair value per share | $ / shares | 1.69 |
Non-vested restricted stock shares outstanding at end of period, weighted average grant date fair value per share | $ / shares | $ 3.79 |
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 | 1,312,000 |
Granted, shares | shares | 534,000 |
Vested, shares | shares | (263,800) |
Forfeited, shares | shares | (58,600) |
Expired, shares | shares | (12,500) |
Non-vested restricted stock shares outstanding at end of period | shares | 1,511,100 |
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 | $ 6.72 |
Granted, weighted average grant date fair value per share | $ / shares | 5.63 |
Vested, weighted average grant date fair value per share | $ / shares | 5.64 |
Forfeited, weighted average grant date fair value per share | $ / shares | 5.17 |
Expired, weighted average grant date fair value per share | $ / shares | 5.07 |
Non-vested restricted stock shares outstanding at end of period, weighted average grant date fair value per share | $ / shares | $ 6.60 |
Shareholders' Equity - Stock Co
Shareholders' Equity - Stock Compensation Plans (Details) - Stock Options [Member] | 3 Months Ended |
Apr. 30, 2022shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares authorized under the 2020 Plan | 3,000,000 |
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 |
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 | P10Y |
Exercise term limit from date of grant | 10 years |
Net Loss Per Common Share (Deta
Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Apr. 30, 2022 | May 01, 2021 | |
Numerator: | ||
Net loss | $ (11,896) | $ (3,228) |
Earnings allocated to participating share awards | 0 | 0 |
Net loss attributable to common shares - Basic and diluted | $ (11,896) | $ (3,228) |
Denominator: | ||
Weighted average number of common shares outstanding - Basic | 21,742,286 | 15,517,454 |
Dilutive effect of stock options, non-vested shares and warrants | 0 | 0 |
Weighted average number of common shares outstanding - Diluted | 21,742,286 | 15,517,454 |
Net loss per common share | $ (0.55) | $ (0.21) |
Net loss per common share - assuming dilution | $ (0.55) | $ (0.21) |
Incremental common shares includes in calculation of basic EPS attributable to the effect of fully-paid warrants | 21,000 | |
Warrant exercise price per share | $ 0.001 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 449,290 | 650,000 |
Business Segments and Sales b_3
Business Segments and Sales by Product Group - Performance Measures by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2022 | May 01, 2021 | |
Segment Reporting Information [Line Items] | ||
Net sales | $ 154,544 | $ 113,203 |
Gross Margin | 61,337 | 46,007 |
Operating income (loss) | (6,513) | (2,051) |
Entertainment Segment | ||
Segment Reporting Information [Line Items] | ||
Net sales | 130,574 | 106,461 |
Gross Margin | 52,238 | 42,964 |
Operating income (loss) | (9,173) | (1,502) |
Consumer Brands Segment | ||
Segment Reporting Information [Line Items] | ||
Net sales | 12,699 | 5,103 |
Gross Margin | 5,831 | 2,304 |
Operating income (loss) | 1,826 | (680) |
Media Commerce Services Segment | ||
Segment Reporting Information [Line Items] | ||
Net sales | 11,272 | 1,639 |
Gross Margin | 3,268 | 740 |
Operating income (loss) | $ 834 | $ 131 |
Business Segments and Sales b_4
Business Segments and Sales by Product Group - Net Sales by Segment and Significant Product Groups (Details) $ in Thousands | 3 Months Ended | |
Apr. 30, 2022USD ($)segment | May 01, 2021USD ($) | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net sales | $ 154,544 | $ 113,203 |
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | ||
Number of Reportable Segments | segment | 3 | |
Entertainment Segment | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net sales | $ 130,574 | 106,461 |
Entertainment Segment | Jewelry & Watches | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net sales | 49,209 | 43,396 |
Entertainment Segment | Health, Beauty and Wellness | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net sales | 25,785 | 25,097 |
Entertainment Segment | Home Consumer | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net sales | 22,213 | 12,817 |
Entertainment Segment | Fashion Accessories | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net sales | 20,252 | 13,686 |
Entertainment Segment | Other | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net sales | 13,115 | 11,465 |
Consumer Brands Segment | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net sales | 12,699 | 5,103 |
Consumer Brands Segment | Jewelry & Watches | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net sales | 140 | 137 |
Consumer Brands Segment | Home Consumer | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net sales | 1,349 | 850 |
Consumer Brands Segment | Fashion Accessories | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net sales | 10,898 | 4,194 |
Consumer Brands Segment | Other Consumer Brands | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net sales | 312 | (78) |
Media Commerce Services Segment | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net sales | 11,272 | 1,639 |
Media Commerce Services Segment | Advertising & Search | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net sales | 10,761 | |
Media Commerce Services Segment | OTT & Other | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Net sales | $ 511 | $ 1,639 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Jan. 29, 2022 | Apr. 30, 2022 | Jul. 10, 2015 | |
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | $ 389,000,000 | ||
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) $ in Thousands | Jun. 09, 2021USD ($)itemshares | Feb. 18, 2021USD ($)shares | Aug. 28, 2020shares | Apr. 14, 2020USD ($)shares | Apr. 30, 2022USD ($)shares | May 01, 2021USD ($) | Jan. 29, 2022USD ($)shares |
Related Party Transaction [Line Items] | |||||||
Common stock and warrant issuance (in shares) | shares | 4,830,918 | 3,289,000 | 1,836,314 | ||||
Warrants outstanding | shares | 1,329,188 | ||||||
Proceeds from issuance of common stock and warrants | $ 39,955 | $ 21,224 | $ 0 | $ 21,224 | |||
Restricted Stock Units (RSUs) [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Granted, shares | shares | 534,000 | ||||||
Shares issued | shares | 1,511,100 | 1,312,000 | |||||
Famjams Trading L L C [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Accounts Receivable, Related Parties, Current | $ 4,757 | $ 4,974 | |||||
Purchased products from related party | 7,375 | 8,700 | |||||
Revenue from related parties | $ 0 | 4 | |||||
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 | $ 0 | ||||||
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 | ||||||
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 | ||||||
Shares issued | shares | 147,347 | ||||||
Percentage of Units Vested | 20.00% | ||||||
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 | ||||||
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 | ||||||
IWCA | Confidential Vendor Exclusivity Agreement [Member] | IWCA Revolver, Fourth Quarter [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Long-term Line of Credit | $ 4,000 | ||||||
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 | ||||||
Proceeds from issuance of common stock and warrants | $ 1,500 | ||||||
Michael and Leah Friedman [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock and warrant issuance (in shares) | shares | 727,022 | ||||||
Warrants outstanding | shares | 367,196 | ||||||
Proceeds from issuance of common stock and warrants | $ 1,500 | ||||||
Sterling Time [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Accounts Receivable, Related Parties, Current | 4,239 | 1,356 | |||||
Purchased products from related party | 8,819 | 14,600 | |||||
Accounts Payable Cap Balance, Fiscal Quarters One Through Three To May 31, 2022 | $ 3,000 | ||||||
Accounts Payable Cap Balance, For Fiscal Quarter Four Until May 31, 2022 | $ 4,000 | ||||||
Retailing Enterprises L L C [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Accounts Receivable, Related Parties, Current | 251 | ||||||
Commissions expense | $ 43 | 225 | |||||
Credit period on watch trade offer | 5 years | ||||||
T W I Watches L L C [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Purchased products from related party | $ 95 | 197 | |||||
Net trade payable owed to related party | 178 | 151 | |||||
The Hub Marketing Services, LLC [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Net trade payable owed to related party | 160 | $ 0 | |||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 120 | $ 380 |
Restructuring Costs (Details)
Restructuring Costs (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2022 | Apr. 30, 2022 | |
Restructuring Costs | ||
Restructuring charges | $ 157 | $ 157,000 |
Restructuring Costs - Schedule
Restructuring Costs - Schedule of Activity Under the Restructuring Program (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2022 | Apr. 30, 2022 | |
Restructuring Reserve [Roll Forward] | ||
Restructuring Reserve, Beginning Balance | $ 557,000 | |
Restructuring charges | $ 157 | 157,000 |
Cash Payments | (367,000) | |
Restructuring Reserve, Ending Balance | 347,000 | |
Severance [Member] | ||
Restructuring Reserve [Roll Forward] | ||
Restructuring Reserve, Beginning Balance | 557,000 | |
Restructuring charges | 157,000 | |
Cash Payments | (367,000) | |
Restructuring Reserve, Ending Balance | $ 347,000 |
Business Acquisitions - 1-2-3.t
Business Acquisitions - 1-2-3.tv Group (Details) € in Thousands, $ in Thousands | Nov. 05, 2021USD ($)installment | Nov. 05, 2021EUR (€)installment | Apr. 30, 2022USD ($) | May 01, 2021USD ($) | Apr. 30, 2022EUR (€) | Jan. 29, 2022USD ($) | Jan. 29, 2022EUR (€) | Nov. 05, 2021EUR (€) |
Business Acquisition [Line Items] | ||||||||
Cash consideration | $ 0 | $ 3,500 | ||||||
Revenue | 154,544 | 113,203 | ||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (12,215) | (3,378) | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||||||
Goodwill | 93,158 | $ 99,050 | ||||||
1-2-3.tv | ||||||||
Business Acquisition [Line Items] | ||||||||
Revenue | 51,161 | |||||||
Vendor Loan Agreement | 1-2-3.tv | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of vendor loan installment payments | installment | 2 | 2 | ||||||
Interest rate (as a percent) | 8.50% | 8.50% | ||||||
Principal amount | $ 20,800 | € 18,000 | ||||||
Debt instrument fair value | 21,723 | 18,800 | ||||||
Earn out payment | $ 2,987 | € 2,680 | $ 3,097 | € 2,680 | ||||
1-2-3.tv | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price | 103,621 | € 89,680 | ||||||
Payment for cash-on-hand | 2,117 | 1,832 | ||||||
Payment for excess working capital | 1,116 | 966 | ||||||
Cash consideration | 78,802 | € 68,200 | ||||||
Earn out payment | 16,177 | 14,000 | ||||||
Earn out payment in year 2023 | € | 14,000 | |||||||
Earn out payment in year 2024 | € | 14,000 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||||||
Cash and cash equivalents | 2,117 | |||||||
Accounts receivable, net | 7,773 | |||||||
Inventory | 18,815 | |||||||
Prepaid expenses | 2,002 | |||||||
Fixed assets | 5,093 | |||||||
Goodwill | 70,634 | |||||||
Liabilities assumed | (25,691) | |||||||
Total consideration | 103,621 | |||||||
Business Acquisition, Pro Forma Information [Abstract] | ||||||||
Net sales | 164,364 | |||||||
Net income (loss) | $ (11,545) | |||||||
1-2-3.tv | Maximum [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Earn out payment | 48,531 | 42,000 | ||||||
1-2-3.tv | Developed technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 5,200 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||||||
Intangible assets | 5,200 | |||||||
1-2-3.tv | Customer lists and relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 2,310 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||||||
Intangible assets | 2,310 | |||||||
1-2-3.tv | Trademarks and Trade Names | ||||||||
Business Acquisition [Line Items] | ||||||||
Intangible assets | 15,368 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||||||
Intangible assets | 15,368 | |||||||
1-2-3.tv | Vendor Loan Agreement | 1-2-3.tv | ||||||||
Business Acquisition [Line Items] | ||||||||
Amount of vendor loan installment payment | $ 10,400 | € 9,000 |
Business Acquisitions - Synacor
Business Acquisitions - Synacor's Portal and Advertising Segment (Details) $ in Thousands | Jul. 30, 2021USD ($)item | Apr. 30, 2022USD ($) | May 01, 2021USD ($) | Jan. 29, 2022USD ($) |
Business Acquisition [Line Items] | ||||
Cash consideration | $ 0 | $ 3,500 | ||
Allocation of assets acquired and liabilities on respective fair value | ||||
Goodwill | $ 93,158 | $ 99,050 | ||
Synacor's Portal and Advertising Segment [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash consideration | $ 20,000 | |||
Liabilities assumed | 10,000 | |||
Assumed liabilities | 7,864 | |||
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 | $ 7,516 | |||
Fixed assets | 737 | |||
Right of use asset | 205 | |||
Goodwill | 23,806 | |||
Goodwill and Intangible assets | 23,806 | |||
Liabilities assumed | (7,864) | |||
Total consideration | $ 30,400 | |||
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% | |||
Synacor's Portal and Advertising Segment [Member] | Developed technology | ||||
Allocation of assets acquired and liabilities on respective fair value | ||||
Intangible assets | $ 1,100 | |||
Synacor's Portal and Advertising Segment [Member] | Customer lists and relationships | ||||
Allocation of assets acquired and liabilities on respective fair value | ||||
Intangible assets | $ 4,900 |
Business Acquisitions - Christo
Business Acquisitions - Christopher & Banks Transaction (Details) $ in Thousands | Mar. 01, 2021USD ($)store | Apr. 30, 2022USD ($) | May 01, 2021USD ($) | Jan. 29, 2022USD ($) |
Business Acquisition [Line Items] | ||||
Cash payment Paid | $ 0 | $ 3,500 | ||
Allocation of assets acquired and liabilities on respective fair value | ||||
Goodwill | $ 93,158 | $ 99,050 | ||
Christopher & Banks, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of retail stores | store | 2 | |||
Cash payment Paid | $ 3,500 | |||
Assumed liabilities | 4,197 | |||
Outstanding amount | 1,500 | |||
Allocation of assets acquired and liabilities on respective fair value | ||||
Inventory | 4,100 | |||
Fixed assets | 500 | |||
Goodwill | 3,307 | |||
Goodwill and Intangible assets | 3,307 | |||
Liabilities assumed | (4,197) | |||
Total consideration | 5,000 | |||
Christopher & Banks, LLC [Member] | Developed technology | ||||
Allocation of assets acquired and liabilities on respective fair value | ||||
Intangible assets | 890 | |||
Christopher & Banks, LLC [Member] | Customer lists and relationships | ||||
Allocation of assets acquired and liabilities on respective fair value | ||||
Intangible assets | $ 400 |
Business Acquisitions - The Clo
Business Acquisitions - The Closeout.com (Details) - USD ($) $ in Thousands | Feb. 05, 2021 | Apr. 30, 2022 | Jan. 29, 2022 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||
Goodwill | $ 93,158 | $ 99,050 | |
The Closeout.com Joint Venture | |||
Business Acquisition [Line Items] | |||
Assets contributed to acquire interest in joint venture | $ 3,570 | ||
Interest in the joint venture | 51.00% | ||
Revolving line of credit facility, maximum borrowing capacity | $ 1,000 | ||
Assumed liabilities | 400 | ||
Total consideration | 7,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||
Inventory | 4,770 | ||
Fixed assets | 600 | ||
Goodwill | 1,740 | ||
Liabilities assumed | (400) | ||
Total consideration | 7,000 | ||
The Closeout.com Joint Venture | Developed technology | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||
Intangible assets | 110 | ||
The Closeout.com Joint Venture | Trademarks and Trade Names | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||
Intangible assets | $ 180 | ||
The Closeout.com Joint Venture | 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 | LIBOR [Member] | |||
Business Acquisition [Line Items] | |||
Debt instrument, basis spread on variable rate | 4.00% | ||
The Closeout.com Joint Venture | LAKR Ecomm Group LLC [Member] | |||
Business Acquisition [Line Items] | |||
Assets contributed to acquire interest in joint venture | $ 3,430 | ||
Interest in the joint venture | 49.00% |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, € in Thousands, $ in Thousands | May 27, 2022USD ($) | May 17, 2022USD ($) | May 11, 2022USD ($)$ / sharesshares | Jun. 09, 2021$ / sharesshares | Feb. 18, 2021$ / sharesshares | Apr. 14, 2020shares | May 27, 2022EUR (€) | Apr. 30, 2022$ / sharesshares | Apr. 18, 2022$ / shares | Jan. 29, 2022$ / sharesshares |
Subsequent Event [Line Items] | ||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | ||||||||
Common stock issued, Shares | 4,830,918 | 3,289,000 | 1,836,314 | |||||||
Price per share of common stock | $ / shares | $ 9 | $ 7 | ||||||||
Warrant exercise price per share | $ / shares | $ 0.001 | |||||||||
Common stock, shares authorized | 29,600,000 | 29,600,000 | ||||||||
Securities Purchase Agreement with Growth Capital Partners, LLC [Member] [Member] | Unsecured promissory note | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | |||||||||
Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrant exercise price per share | $ / shares | $ 0.0001 | |||||||||
Common stock, shares authorized | 40,000,000 | |||||||||
Subsequent Event [Member] | Registered Direct Offering [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Aggregate shares issued | 7,801,303 | |||||||||
Common stock issued, Shares | 4,136,001 | |||||||||
Number of shares called for each warrant | 1 | |||||||||
Price per share of common stock | $ / shares | $ 3.07 | |||||||||
Period to receive approval from shareholder | 5 years | |||||||||
Warrant term | 6 years | |||||||||
Period for subsequent closing of offering | 180 days | |||||||||
Gross proceeds from issuance of stock | $ | $ 24,000 | |||||||||
Subsequent Event [Member] | Registered Direct Offering [Member] | Pre Funded Warrants [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Common stock issued, Shares | 3,763,022 | |||||||||
Price per share of common stock | $ / shares | $ 3.0699 | |||||||||
Warrant exercise price per share | $ / shares | $ 0.0001 | |||||||||
Subsequent Event [Member] | Registered Direct Offering [Member] | Common Warrants [Member | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Common stock issued, Shares | 7,899,023 | |||||||||
Warrant exercise price per share | $ / shares | $ 2.94 | |||||||||
Subsequent Event [Member] | Siena revolving loan | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Repayment of short term debt loan | $ | $ 1,500 | |||||||||
Subsequent Event [Member] | Seller's notes | 1-2-3.tv | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Principal postponed | € | € 6,500 | |||||||||
Subsequent Event [Member] | Securities Purchase Agreement with Growth Capital Partners, LLC [Member] [Member] | Unsecured promissory note | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Repayments of Convertible Debt | $ | $ 7,500 | |||||||||
Subsequent Event [Member] | Craig-Hallum Capital Group LLC [Member] | Registered Direct Offering [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Common stock issued, Shares | 97,720 | |||||||||
Number of shares called for each warrant | 97,720 |