Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Oct. 29, 2022 | Dec. 13, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Oct. 29, 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 | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 28,916,847 | |
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 | Oct. 29, 2022 | Jan. 29, 2022 |
Current assets: | ||
Cash | $ 9,071 | $ 11,295 |
Restricted Cash | 1,500 | 1,893 |
Accounts receivable, net | 55,301 | 78,947 |
Inventories | 119,162 | 116,256 |
Current portion of television broadcast rights, net | 21,016 | 27,521 |
Prepaid expenses and other | 11,726 | 18,340 |
Total current assets | 217,776 | 254,252 |
Property and equipment, net | 46,788 | 48,225 |
Television broadcast rights, net | 62,090 | 74,821 |
Goodwill | 87,741 | 99,050 |
Intangible assets, net | 25,827 | 27,940 |
Other assets | 19,379 | 18,359 |
TOTAL ASSETS | 459,601 | 522,647 |
Current liabilities: | ||
Accounts payable | 87,168 | 89,046 |
Accrued liabilities | 37,144 | 44,388 |
Current portion of television broadcast rights obligations | 30,296 | 31,921 |
Current portion of long-term debt | 98,209 | 14,031 |
Current portion of operating lease liabilities | 2,346 | 2,331 |
Deferred revenue | 121 | 427 |
Total current liabilities | 255,284 | 182,144 |
Long-term broadcast rights obligations | 63,566 | 81,268 |
Long-term debt, net | 94,800 | 176,432 |
Long-term operating lease liabilities | 3,354 | 5,169 |
Deferred tax liability | 4,450 | 5,285 |
Other long-term liabilities | 2,671 | 2,986 |
Total liabilities | 424,125 | 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, 49,600,000 and 29,600,000 shares authorized as of October 29, 2022 and January 29, 2022; 28,916,847 and 21,571,387 shares issued and outstanding as of October 29, 2022 and January 29, 2022 | 257 | 216 |
Additional paid-in capital | 561,710 | 538,627 |
Accumulated deficit | (515,348) | (469,463) |
Accumulated other comprehensive loss | (11,143) | (2,428) |
Total shareholders' equity | 35,476 | 66,952 |
Equity of the non-controlling interest | 0 | 2,412 |
Total equity | 35,476 | 69,363 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 459,601 | $ 522,647 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Oct. 29, 2022 | May 11, 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 | 49,600,000 | 49,600,000 | 29,600,000 |
Common stock, shares issued | 28,916,847 | 21,571,387 | |
Common stock, shares outstanding | 28,916,847 | 21,571,387 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 29, 2022 | Oct. 30, 2021 | Oct. 29, 2022 | Oct. 30, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
Net sales | $ 123,264 | $ 130,681 | $ 411,042 | $ 357,325 |
Cost of sales | 71,754 | 76,260 | 249,782 | 208,911 |
Gross profit | 51,510 | 54,421 | 161,260 | 148,414 |
Operating expense: | ||||
Distribution and selling | 35,261 | 39,302 | 115,150 | 108,907 |
General and administrative | 21,185 | 10,746 | 44,818 | 24,569 |
Depreciation and amortization | 8,778 | 9,741 | 27,421 | 24,727 |
Restructuring costs | 1,551 | 634 | 4,490 | 634 |
Total operating expense | 66,775 | 60,423 | 191,879 | 158,837 |
Operating loss | (15,265) | (6,002) | (30,619) | (10,423) |
Other income (expense): | ||||
Interest income and other | 20 | 85 | 230 | 124 |
Interest expense | (6,038) | (3,551) | (15,932) | (6,245) |
Change in fair value of contract liability, net | 1,937 | |||
Loss on divestiture | (985) | |||
Loss on debt extinguishment | (9) | (884) | (663) | |
Total other expense, net | (6,018) | (3,475) | (15,634) | (6,784) |
Loss before income taxes | (21,283) | (9,477) | (46,253) | (17,207) |
Income tax provision | (15) | (15) | (47) | (45) |
Net loss | (21,298) | (9,492) | (46,300) | (17,252) |
Less: Net loss attributable to non-controlling interest | (415) | (282) | ||
Net loss attributable to shareholders | $ (21,298) | $ (9,492) | $ (45,885) | $ (16,970) |
Net loss per common share | $ (0.72) | $ (0.44) | $ (1.77) | $ (0.91) |
Net loss per common share - assuming dilution | $ (0.72) | $ (0.44) | $ (1.77) | $ (0.91) |
Weighted average number of common shares outstanding: | ||||
Basic | 29,415,680 | 21,503,340 | 25,932,294 | 18,710,658 |
Diluted | 29,415,680 | 21,503,340 | 25,932,294 | 18,710,658 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 29, 2022 | Oct. 30, 2021 | Oct. 29, 2022 | Oct. 30, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||||
Net loss | $ (21,298) | $ (9,492) | $ (46,300) | $ (17,252) |
Other comprehensive loss: | ||||
Foreign currency translation adjustments | (1,039) | (371) | (8,715) | (371) |
Total other comprehensive loss | (1,039) | (371) | (8,715) | (371) |
Comprehensive loss | (22,337) | (9,863) | (55,015) | (16,881) |
Comprehensive loss attributable to non-controlling interest | (415) | (282) | ||
Comprehensive loss attributable to shareholders | $ (22,337) | $ (9,863) | $ (54,600) | $ (16,599) |
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 | 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 | |||||||
Net loss | (4,249) | (132) | (4,381) | |||||
Common stock issuances pursuant to equity compensation awards (in shares) | 39,094 | |||||||
Share-based payment compensation | 768 | 768 | ||||||
Common stock and warrant issuance | $ 48 | 40,095 | 40,143 | |||||
Common stock and warrant issuance (in shares) | 4,830,918 | |||||||
Stockholders' equity, ending balance at Jul. 31, 2021 | $ 212 | 536,835 | (454,932) | 3,148 | 85,263 | |||
Common Stock, Shares, Outstanding period end at Jul. 31, 2021 | 21,254,414 | |||||||
Net loss | (9,492) | (9,492) | ||||||
Common stock issuances pursuant to equity compensation awards | $ 1 | 67 | 68 | |||||
Common stock issuances pursuant to equity compensation awards (in shares) | 306,100 | |||||||
Share-based payment compensation | 949 | 949 | ||||||
Common stock and warrant issuance | 136 | 136 | ||||||
Other Comprehensive Income (loss) | $ (371) | (371) | ||||||
Stockholders' equity, ending balance at Oct. 30, 2021 | $ 213 | 537,987 | (464,424) | (371) | 3,148 | 76,553 | ||
Common Stock, Shares, Outstanding period end at Oct. 30, 2021 | 21,560,514 | |||||||
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 | 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 | |||||||
Net loss | (12,691) | (96) | (12,787) | |||||
Common stock issuances pursuant to equity compensation awards | $ 2 | (13) | (11) | |||||
Common stock issuances pursuant to equity compensation awards (in shares) | 177,550 | |||||||
Share-based payment compensation | 1,123 | 1,123 | ||||||
Divestiture of Business | $ (1,997) | (1,997) | ||||||
Common stock and warrant issuance | $ 35 | 18,438 | 18,473 | |||||
Common stock and warrant issuance (in shares) | 3,500,822 | |||||||
Stockholders' equity, ending balance at Jul. 30, 2022 | $ 255 | 558,948 | (494,050) | $ (3,401) | (10,104) | $ (3,401) | 55,049 | |
Common Stock, Shares, Outstanding period end at Jul. 30, 2022 | 25,482,389 | |||||||
Net loss | (21,298) | (21,298) | ||||||
Common stock issuances pursuant to equity compensation awards | 107 | 107 | ||||||
Common stock issuances pursuant to equity compensation awards (in shares) | 10,554 | |||||||
Share-based payment compensation | 1,097 | 1,097 | ||||||
Common stock and warrant issuance | $ 2 | 1,558 | 1,560 | |||||
Common stock and warrant issuance (in shares) | 3,423,904 | |||||||
Other Comprehensive Income (loss) | (1,039) | (1,039) | ||||||
Stockholders' equity, ending balance at Oct. 29, 2022 | $ 257 | $ 561,710 | $ (515,348) | $ (11,143) | $ 35,476 | |||
Common Stock, Shares, Outstanding period end at Oct. 29, 2022 | 28,916,847 | 28,916,847 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 29, 2022 | Oct. 30, 2021 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (46,300) | $ (17,252) |
Adjustments to reconcile net loss to net cash used for operating activities: | ||
Depreciation and amortization | 30,047 | 27,565 |
Share-based payment compensation | 3,205 | 2,385 |
Payments for television broadcast rights | (21,093) | (21,926) |
Amortization of deferred financing costs | 2,072 | 556 |
Loss on debt extinguishment | 884 | 663 |
Change in fair value of contract liability, net | (1,937) | |
Contract separation charges | 9,941 | |
Loss on divestiture | 985 | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 20,146 | 3,453 |
Inventories | (4,883) | (17,996) |
Deferred revenue | 654 | 10 |
Prepaid expenses and other | (1,897) | (8,269) |
Accounts payable and accrued liabilities | (10,415) | (18,046) |
Net cash used for operating activities | (18,591) | (48,857) |
INVESTING ACTIVITIES: | ||
Property and equipment additions | (7,163) | (7,247) |
Acquisitions | (23,500) | |
Vendor exclusivity deposit | (6,000) | |
Net cash used for investing activities | (7,163) | (36,747) |
FINANCING ACTIVITIES: | ||
Proceeds from issuance of revolving loan | 3,570 | 56,736 |
Proceeds from issuance of common stock and warrants | 20,761 | 61,368 |
Proceeds from issuance of term loan | 9,980 | 28,500 |
Proceeds from issuance of long-term bonds | 80,000 | |
Payments on revolving loan | (77,736) | |
Payments on term loan | (7,500) | (12,440) |
Payments on seller notes | (3,000) | (1,000) |
Payments on finance leases | (7) | (70) |
Payments for restricted stock issuance | (224) | (134) |
Payments for deferred financing costs | (580) | (11,180) |
Payments for debt extinguishment costs | (405) | |
Net cash provided by financing activities | 23,000 | 123,639 |
Net increase (decrease) in cash and restricted cash | (2,754) | 38,035 |
Effect of exchange rate changes on cash | 137 | |
BEGINNING CASH AND RESTRICTED CASH | 13,188 | 15,485 |
ENDING CASH AND RESTRICTED CASH | 10,571 | 53,520 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Interest paid | 12,377 | 3,612 |
Income taxes paid | 63 | 62 |
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Property and equipment purchases included in accounts payable | 451 | 915 |
Inventory received in divestiture | 3,505 | |
Reclassification of forward contract liability to additional paid in capital | 4,383 | |
Other long term liability issued in exchange for acquired assets | 10,000 | |
Television broadcast rights obtained in exchange for liabilities | 55,647 | |
Common stock issuance costs included in accrued liabilities | 100 | $ 122 |
Common stock issued for acquisition liability (See Note 15) | 1,500 | |
Common stock issued for contingent consideration | $ 24 |
General
General | 9 Months Ended |
Oct. 29, 2022 | |
General | |
General | (1) General iMedia Brands, Inc. and its subsidiaries (“we,” “our,” “us,” or the “Company”) is The Company believes its growth strategy builds on its core strengths. Beginning with the financial statements for our fiscal year ended January 29, 2022, the Company began based on three segments: ● Entertainment, which comprises its television networks, ShopHQ, ShopBulldogTV, ShopHQHealth, and 1-2-3.tv. ● Consumer Brands, which comprises Christopher & Banks (“C&B”), and J.W. Hulme Company (“JW”). ● Media Commerce Services, which comprises iMedia Digital Services (“iMDS”) . The corresponding current and prior period disclosures have been recast to reflect the current segment presentation On October 14, 2022, the Company received a written notice from the Listing Qualifications Staff of the Nasdaq Stock Market ("Nasdaq") notifying the Company that it has not been in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1) for a period of 30 consecutive business days (the "Notice"). This Notice has no immediate effect on the listing of the Company's stock on The Nasdaq Global Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company is provided a compliance period of 180 days from the date of the Notice to regain compliance with the minimum closing bid price requirement. If the Company does not regain compliance during the compliance period, the Company may be afforded a second 180 calendar day period to regain compliance. To qualify, the Company must meet the continued listing requirement for market value of publicly-held shares and all other initial listing standards for the Nasdaq Capital Market (with the exception of the minimum bid price requirement) and notify Nasdaq of its intent to cure the deficiency by effecting a reverse stock split if necessary. If the Company does not regain compliance within the allotted compliance periods, including any extensions that may be granted by Nasdaq, the Company's stock will be subject to delisting. The Company can achieve compliance with the minimum bid price requirement if, during either compliance period, the closing bid price per share of the Company's stock is at least $1.00 for a minimum of ten consecutive business days. The Company will continue to monitor the closing bid price of its stock and assess potential actions to regain compliance, but there can be no assurance that the Company will regain compliance with the minimum bid price requirement during the 180-day compliance period, secure a second 180-day period to regain compliance, or maintain compliance with the other Nasdaq listing requirements. |
Basis of Financial Statement Pr
Basis of Financial Statement Presentation | 9 Months Ended |
Oct. 29, 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 and nine-month periods ended October 29, 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. Forward Contracts The Company classifies a forward contract to purchase shares of its common stock that do not qualify for equity classification as a liability on its consolidated balance sheets as this forward contract contains freestanding financial instruments that may require the Company to transfer consideration upon exercise. Each instrument is initially recorded at fair value on date of grant using the Black-Scholes model for warrants and the market value for common shares and pre-funded warrants, and it is subsequently re-measured to fair value at each subsequent balance sheet date while liability-classified and outstanding. Changes in fair value of the instruments are recognized as a component of other income (expense), net in the consolidated statements of operations and comprehensive loss. Issuance costs are expensed under liability treatment for forward contracts. The Company adjusts the forward contracts for changes in fair value until the earlier of the exercise, when the forward contract qualifies for equity treatment, or the expiration of the forward contract. 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 Held for Sale Assets The Company previously disclosed that it was marketing buildings located in Eden Prairie, MN and Bowling Green, KY, which currently serve as the Company’s corporate headquarters and production studios, and its distribution center (the “Buildings”). The Company received a Letter of Intent (“LOI”) in November 2022 from a real estate investment firm for the purchase of two buildings located in Bowling Green, KY, which serve as its distribution centers and one building located in Eden Prairie, MN which currently serves as the corporate headquarters and production studios for the Company. The LOI serves as the Company’s intent to enter into a sales-leaseback transaction for the Buildings with a purchase price of $48,000, and a lease term of twenty-one ( 21 ) years with additional renewal options available. The Company intends to use the net proceeds to retire existing debt and for working capital purposes and expects the transaction to close in the fourth quarter of fiscal year 2022. There can be no assurances that the sale-leaseback transaction will be successful. The Buildings are currently measured at the carrying value of $14,000, which represents the lower of carrying value or fair value less cost to sell, in accordance with ASC 360-10-35-43, and thus no gain or loss was recorded at the initial measurement of the held for sale assets. Recently Adopted Accounting Standards 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) In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting Recently Issued Accounting Pronouncements 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 Liquidity and Going Concern In accordance with Accounting Standards Codification (“ASC”) Topic 205-40, Going Concern, management has evaluated whether there are certain conditions and events, considered in the aggregate that raise substantial doubt about the Company’s ability to continue as a going concern for twelve months after the date that these consolidated financial statements are issued. In applying this accounting guidance, the Company considered its current financial condition and liquidity sources, including current funds available, forecasted future cash flows and its unconditional obligations due over the next twelve months, including related covenants. In addition, the Company evaluates its history of financial performance, where we have had a historic trend of operating losses, net losses and negative operating cash flows which continue to have an unfavorable impact on our overall liquidity. Most recently, we reported operating losses of $15,265 and $30,619 , net losses of $6,002 and $10,423 for the three and nine months ended October 29, 2022, and negative operating cash flows of $18,591 for the nine months ended October 29, 2022. We also reported operating losses, net losses and negative operating cash flows for the fiscal years 2021 and 2020 which we expect to continue until operating results improve. In addition, we were in violation of our debt covenants as of October 29, 2022. As of October 29, 2022, we had $10,571 in cash and cash equivalents and $1,839 of available capacity under our debt and related agreements, resulting in $12,410 of liquidity. The Company is required to maintain certain financial ratios under various debt and related agreements. If we violate covenants in any debt or related agreement, we would be considered in default and our indebtedness would be due immediately and may not be able to make additional borrowings under the agreement which may be at a time when we might be unable to arrange financing for such repayment on attractive terms, if at all. As of October 29, 2022, the Company was not in compliance with certain of the covenants under the loan and security agreement governing its revolving loan. The Company is working with its asset-based lender, Siena Lending Group, LLC (“Siena”), to address the Company’s compliance with certain covenants under their loan agreement whether through the issuance of an amendment or forbearance agreement. Therefore, the amounts of the Company’s long-term debt that would otherwise be contractually due and payable after one year are reflected on the Company’s balance sheets as current liabilities, including the GCP Note and the GreenLake Note (see Note 6 for a discussion of the Company’s debt arrangements). Improving operating results and cash flow is dependent upon the Company’s ability to achieve its business plans to grow its revenues and enhance its operations by reducing inventory through improved inventory management. In addition, management plans to execute a sale leaseback transaction and use the proceeds to pay down debt, and capital expenditure savings achieved through deferral of nonessential projects. The Company previously disclosed that it was marketing buildings located in Eden Prairie, MN and Bowling Green, KY, which currently serve as the Company’s corporate headquarters and production studios, and its distribution center (the “Buildings”). The Company received a Letter of Intent (“LOI”) in November 2022 from a real estate investment firm for the purchase of two buildings located in Bowling Green, KY, which serve as its distribution centers and one building located in Eden Prairie, MN which currently serves as the corporate headquarters and production studios for the Company. The LOI serves as the Company’s intent to enter into a sales-leaseback transaction for the Buildings with a purchase price of $48,000 , and a lease term of twenty-one ( 21 ) years with additional renewal options available. The Company intends to use the net proceeds to retire existing debt and for working capital purposes and expects the transaction to close in the fourth quarter of fiscal year 2022. There can be no assurances that the sale-leaseback transaction will be successful. As of December 13, 2022, this transaction is not complete. There can be no assurances that management will be successful with the sale leaseback transaction nor with management’s other plans. As a result, there is substantial doubt about the Company’s ability to continue as a going concern within twelve months following the issuance date of the condensed consolidated financial statements as of and for the period ended October 29, 2022. The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business within twelve months after the date that these condensed financial statements are issued. |
Revenue
Revenue | 9 Months Ended |
Oct. 29, 2022 | |
Revenue | |
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 Commerce Services segment, revenue is recognized when the services are provided to the customer. Revenue is reported net of estimated sales returns, credits and incentives, and excludes sales taxes. Sales returns are estimated and provided for at the time of sale based on historical experience. 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 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 received 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 October 29, 2022, and January 29, 2022, the Company recorded a merchandise return liability of $4,250 and $8,126, included in accrued liabilities, and a right of return asset of $1,701 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.” 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 October 29, 2022 and January 29, 2022, the Company had approximately $30,177 and $47,008 of net receivables due from customers under the ValuePay installment program and total reserves for estimated uncollectible amounts of $2,430 |
Television Broadcast Rights
Television Broadcast Rights | 9 Months Ended |
Oct. 29, 2022 | |
Television Broadcast Rights. | |
Television Broadcast Rights | (4) Television Broadcast Rights Television broadcast rights in the accompanying condensed consolidated balance sheets consisted of the following: October 29, 2022 January 29, 2022 Television broadcast rights $ 146,653 $ 146,200 Less accumulated amortization (63,547) (43,858) Television broadcast rights, net $ 83,106 $ 102,342 During the first nine months of fiscal 2022 and full year 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 television broadcast rights of $453 and $102,545 during the first nine 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 matching basis over the lives of the individual agreements. The remaining weighted average lives of the television broadcast rights was 3.9 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 statements of operations. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Oct. 29, 2022 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | (5) Goodwill and Intangible Assets Goodwill The following table presents the changes in goodwill during the nine months ended October 29, 2022: Balance, January 29, 2022 $ 99,050 Acquisition valuation adjustment (444) Foreign currency translation adjustment (9,125) Divestiture of business (1,740) Balance, October 29, 2022 $ 87,741 The Company acquired 1-2-3.tv in the prior year. Subsequent to the acquisition 1-2-3.tv’s revenues and operating income have been less than originally projected. The Company believes the high inflation in Germany and uncertain events such as the Russian invasion of Ukraine have created shifts in consumer spending habits. The Company will continue to monitor the financial results of 1-2-3.tv and should the financial results continue to fall short of our projections for a prolonged period of time an impairment of long-lived assets may become necessary to record in the future. The occurrence of risks such as political, regulatory or jurisdictional could negatively affect our international business and, consequently, our results of operations generally. Additionally, operating in international markets also requires significant management attention and financial resources. Specifically, such an occurrence could create a triggering event that would require us to review goodwill and intangible assets for impairment and the potential full or partial write-down of those balances. We cannot be certain that the investment and additional resources required in establishing, acquiring, or integrating operations in other countries will produce desired levels of revenues or profitability. Finite-lived Intangible Assets Intangible assets in the accompanying condensed consolidated balance sheets consisted of the following: October 29, 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 $ 14,919 (952) $ 13,967 $ 14,462 $ (451) $ 14,011 Technology 4-9 6,645 (759) 5,887 6,524 (752) 5,772 Customer Lists and Relationships 3-14 9,006 (2,625) 6,381 8,689 (619) 8,070 Vendor Exclusivity 5 193 (135) 58 193 (106) 87 Total finite-lived intangible assets $ 30,763 $ (4,471) $ 26,293 $ 29,868 $ (1,928) $ 27,940 Intangible assets, net in the accompanying condensed consolidated 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 $772 |
Credit Agreements
Credit Agreements | 9 Months Ended |
Oct. 29, 2022 | |
Credit Agreements | |
Credit Agreements | (6) Credit Agreements The Company’s long-term credit facilities consist of: October 29, 2022 January 29, 2022 Revolving Loan due July 31, 2024, principal amount $ 63,786 $ 60,216 8.5% Senior Unsecured Notes, due 2026, principal amount 80,000 80,000 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 17,939 20,062 Seller note due in quarterly installments, maturing in December 2023, principal amount 5,000 8,000 Total seller notes 22,939 28,062 Convertible Debt 3,100 — Total debt 198,325 196,778 Less: unamortized debt issuance costs and debt discount (6,513) (7,607) Plus: unamortized debt premium 1,197 1,292 Total carrying amount of debt 193,009 190,463 Less: current portion of long-term debt (98,209) (14,031) Long-term debt, net $ 94,800 $ 176,432 Convertible Debt On April 18, 2022, the Company entered into a securities purchase agreement (with Growth Capital Partners, LLC (“GCP”), for the purchase and sale of an unsecured promissory note (the “GCP 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, in a private placement upon the terms and subject to the limitations and conditions set forth in the GCP Note. The aggregate purchase price of the GCP Note was $10,000, which reflects an original issue discount of $600. On May 17, 2022, the Company paid off $7,500 of the GCP Note. As of October 29, 2022, the Company was not in compliance with certain of the coverage ratio terms of the GCP Note. Therefore, the amounts of the Company’s long-term debt that would otherwise be contractually due and payable after one year are reflected on the Company’s balance sheets as current liabilities. The GCP 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 accrue at a rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law. The GCP Note is scheduled to mature on May 18, 2023. Beginning six months after the purchase date, GCP will have the right, exercisable at any time in its sole and absolute discretion, to redeem all or any portion of the GCP Note, subject to a maximum monthly redemption amount of $1,500. As such, the entirety of the GCP Note is included in the current portion of long-term debt line item of the accompanying financial statements. Interest expense recorded under the GCP Note was $142 and $258 for the three and nine-month periods ended October 29, 2022. Debt discount and issuance costs, net of amortization, relating to the GCP Note were $363 as of October 29, 2022 and are included as a direct reduction to the GCP 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 GCP Note at an effective interest rate of 23.5%. The Company recorded a loss on debt extinguishment of $884 including $509 of debt issuance costs. 8.50% Senior Unsecured Notes On September 28, 2021, the Company issued and sold $80,000 aggregate principal amount of the 2026 Notes pursuant to a registered public offering under a shelf registration statement. 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 2026 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 2026 Notes were denominated in denominations of $25.00 and integral multiples of $25.00 in excess thereof. The 2026 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 2026 Notes are the senior unsecured obligations of the Company. There is no sinking fund for the 2026 Notes. The 2026 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 2026 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 2026 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 2026 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 the net proceeds from the offering to fund its closing cash payment in connection with the acquisition 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”), and any remaining proceeds for working capital and general corporate purposes, which included payments related to the acquisition. Interest expense recorded under the 8.50% Senior Unsecured Notes was $2,036 and $6,109 for the three and nine-month periods ended October 29, 2022 and $713 for the three and nine-month periods ended October 30, 2021. Debt issuance costs, net of amortization, relating to the Senior Unsecured Notes were $4,974 and $5,925 as of October 29, 2022, and January 29, 2022, respectively and are included as a direct reduction to the 2026 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 2026 Notes at an effective interest rate of 10.1%. Revolving Loan The Company and certain of its subsidiaries, as borrowers, are party to a loan and security agreement (as amended, 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 was originally entered into on July 30, 2021, has a three-year term and provides for up to a $80,000 revolving loan. 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 loan. 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 its assets and the assets of its subsidiaries as further described in the Loan Agreement. On September 12, 2022, the parties to the Loan Agreement entered an amendment (the “Seventh Amendment”), which revised the agreement to amend required minimum liquidity and maximum senior debt leverage ratio criteria among other terms and conditions set forth in the Loan Agreement. Subject to certain conditions, borrowings under the Loan Agreement bear interest at 4.50% plus the 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, LIBOR was replaced with the Secured Overnight Financing Rate. 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 October 29, 2022, the Company had total borrowings of $63,786 under its revolving loan with Siena. Remaining available capacity under the revolving loan as of October 29, 2022 was approximately $1,839, which provided liquidity for working capital and general corporate purposes. As of October 29, 2022, the Company was not in compliance with the net senior debt leverage ratio and minimum liquidity covenant of the Loan Agreement. Therefore, the amounts of the Company’s long-term debt that would otherwise be contractually due and payable after one year are reflected on the Company’s balance sheets as current liabilities. Interest expense recorded under the Revolving Loan was $1,685 and $3,907 for the three and nine-month periods ended October 29, 2022 and $766 for the three and nine-month periods ended October 30, 2021. Deferred financing costs, net of amortization, relating to the revolving loan were $2,444 and $2,411 as of October 29, 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 Loan Agreement. Real Estate Financing On July 30, 2021, two of the Company’s subsidiaries, VVI Fulfillment Center, Inc. and EP Properties, LLC, as borrowers, and the Company, as guarantor, entered a 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 GreenLake Note was able to be prepaid 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. Since the Lockout Date, the GreenLake Note may be prepaid in full or in any installment greater than or equal to $100,000 without any prepayment penalty or premium on 90 days’ prior written notice from borrowers to GreenLake. The GreenLake Note contains customary representations and warranties and financial and other covenants and conditions, including, a requirement that the borrowers comply with all covenants set forth in the Loan Agreement described above. The GreenLake Note also contains certain customary events of default . As of October 29, 2022, the Company was not in compliance with certain of the coverage ratio terms of the Loan Agreement. Therefore, the amounts of the Company’s long-term debt associated with the GreenLake Note that would otherwise be contractually due and payable after one year are reflected on the Company’s balance sheet as current liabilities. Interest expense recorded under the GreenLake Note was $889 and $2,666 for the three and nine-month periods ended October 29, 2022 and $904 for the three and nine-month periods ended October 30, 2021. Debt issuance costs, net of amortization, relating to the GreenLake Note were $1,176 and $1,682 as of October 29, 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 an unsecured promissory note in the amount of $20,800 as a component of consideration paid to the seller for our acquisition of 1-2-3.tv. The seller note is payable as follows: $2,557 in November 2022, $6,648 in February 2023, and the balance in November 2023. The seller note bears interest at a rate of 8.50%. $17,939 was outstanding as of October 29, 2022. Interest expense recorded under the seller note was $378 and $1,196 for the three and nine-months ended October 29, 2022. On July 30, 2021, the Company issued a $10,000 unsecured promissory note as a component of consideration paid to seller for our acquisition of Synacor’s Portal and Advertising business. The seller note is payable in $1,000 quarterly installments, maturing on December 31, 2023. The seller notes bear interest at rates between 6% and 11% depending upon the period outstanding. $5,000 is outstanding as of October 29, 2022. Interest expense recorded under the seller note was $171 and $347 for the three and nine-months ended October 29, 2022. On September 19, 2022, the parties to the Vendor Loan Agreement entered into the Third amendment, which revised the agreement to postpone the Loan Amount to be repaid on the Ordinary Maturity Date I in the amount of EUR 9,000 until November 15, 2023, and the postponement of the Loan Amount to repaid on the Ordinary Maturity Date II in the amount of EUR 9,000 until November 15, 2024. This Amendment revises the original payment date of February 5, 2023 as set forth in the Second Amendment. Maturities The aggregate maturities of borrowings outstanding under the Company’s long-term debt obligations as of October 29, 2022 were as follows: Seller Real Estate 8.5% Senior Convertible Fiscal year Notes Financing Revolving Loan Unsecured Notes Debt Total 2022 $ 1,000 $ 28,500 $ 63,786 $ — $ 3,100 $ 96,386 2023 13,025 — — — — 13,025 2024 8,914 — — — — 8,914 2025 — — — — — — 2026 — — — 80,000 — 80,000 Total amount due $ 22,939 $ 28,500 $ 63,786 $ 80,000 $ 3,100 $ 198,325 Less: unamortized debt issuance costs and debt discount — (1,176) — (4,974) (363) (6,513) Plus: unamortized debt premium 1,197 — — — — 1,197 Total carrying amount of debt $ 24,136 $ 27,324 $ 63,786 $ 75,026 $ 2,737 $ 193,009 Restricted Cash The Company is required to keep cash in a restricted account to secure letters of credit to purchase inventory as well as to secure the Company’s corporate purchasing card program. The Company had $1,500 and $1,893 in restricted cash accounts as of October 29, 2022, and January 29, 2022. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Oct. 29, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | (7) 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 due 2026 (the “2026 Notes”) is based on the quoted prices in active markets for identical assets, a Level 1 input. The 2026 Notes (Nasdaq: IMBIL) are listed on the Nasdaq stock exchange, which the Company considers to be an “active market,” as defined by GAAP. Therefore, the 2026 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 (“as described in Note 7 – “Credit Agreements”) 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 Note, GCP note, and seller notes (each as described in Note 7 – “Credit Agreements”) 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 October 29, 2022 and January 29, 2022: Fair Value Measurements at October 29, 2022 Total Level 1 Level 2 Level 3 Liabilities: Revolving loan $ 63,786 $ — $ 63,786 $ — 8.5% Senior unsecured notes (IMBIL) 27,968 27,968 — — GreenLake Note 28,500 — 28,500 — Seller notes 24,136 — 24,136 — GCP note 3,100 — 3,100 — Contingent consideration 2,671 — — 2,671 Fair Value Measurements at January 29, 2022 Total Level 1 Level 2 Level 3 Liabilities: Revolving loan $ 60,216 $ — $ 60,216 $ — 8.5% Senior unsecured notes (IMBIL) 70,176 70,176 — — GreenLake Note 28,500 — 28,500 — Seller notes 29,354 — 29,354 — Contingent consideration 3,097 — — 3,097 The Company valued the contingent consideration based on a Monte Carlo valuation method. Significant inputs used in the model includes certain financial metric growth rates, volatility rates, projections associated with the applicable contingency, the interest rate, and the related probabilities and payment structure, which are not observable in the market and are therefore considered to be Level 3 inputs. Balance, January 29, 2022 $ 3,097 Foreign currency translation adjustment (356) Balance, October 29, 2022 $ 2,741 |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Oct. 29, 2022 | |
Shareholders' Equity | |
Shareholders' Equity | (8) Shareholders’ Equity Common Stock and Preferred Stock The Company is authorized to issue 40,000,000 shares of common stock and 10,000,000 shares of capital stock, of which 400,000 shares are designated as Series A Junior Participating Cumulative Preferred Stock, and the remaining 9,600,000 shares have been designated as additional shares of common stock, for a total of 49,600,000 authorized shares of common stock. As of October 29, 2022, no shares of preferred stock were issued or outstanding outstanding of directors may de-designate or establish new classes and series of capital stock by resolution without shareholder approval; however, in certain circumstances the Company is required to obtain approval under the Loan Agreement. 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 has used the proceeds for general working capital purposes, including potential acquisitions of businesses and assets that are complementary to our operations. On February 18, 2021, the Company completed a public offering, in which the Company issued and sold 3,289,000 shares of its common stock at a public offering price of $7.00 per share, including 429,000 shares sold upon the exercise of the underwriter’s option to purchase additional shares. After underwriter discounts and commissions and other offering costs, net proceeds from the public offering were approximately $21,224. The Company used the proceeds for general working capital purposes. May 2022 Private Placement Securities Purchase Agreement On May 11, 2022, the Company entered into a Securities Purchase Agreement (the “SPA”) with certain purchasers (collectively, the “Purchasers”), pursuant to which 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, (ii) pre-funded warrants to purchase 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 an additional 7,899,023 shares of its common stock in the future, with a per share exercise price of $2.94 (the “Common Warrants”), which only became exercisable for common stock upon receipt of shareholder approval of an increase in the number of authorized shares of the Company’s common stock from 29,600,000 to 49,600,000 pursuant to an amendment to the Company’s Articles of Incorporation, which the Company obtained at the 2022 annual meeting of shareholders on June 14, 2022 (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 were purchased by Craig-Hallum Capital Group LLC (the “Placement Agent”) at a purchase price of $3.07. The Company estimated the fair value of the contract liability based on a Black Scholes valuation model for Common Warrants and market price for Common Shares and Pre-Funded Warrants. The key assumptions used consist of the price of the Company’s stock, a risk-free interest rate based on the average yield of a five- or six-year Treasury note (based on remaining term of the related warrants) and expected volatility of the Company’s common stock over the remaining contractual life of the warrants. For the nine-month period ended October 29, 2022 the Company recognized a gain on the change in fair value of contract liability of $1,937 net of issuance costs of $1,237. As of October 29, 2022, the Company had outstanding warrants to purchase 9,161,214 shares of the Company’s common stock, of which 8,593,032 were fully exercisable. The warrants expire approximately five 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 May 16, 2022 5,537,459 5,537,459 $ 2.94 May 14, 2028 July 22, 2022 97,720 97,720 $ 2.94 July 20, 2028 July 22, 2022 1,628,665 1,628,665 $ 2.94 July 20, 2028 September 7, 2022 568,182 — $ 0.88 September 7, 2027 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 vested on 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. 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 $64 for the third quarters of fiscal 2022 and fiscal 2021 and $173 and $116 for the first nine months of fiscal 2022 and 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: 82-83% Expected term (in years): 6 years Risk-free interest rate: 2.4-2.7% A summary of the status of the Company’s stock options outstanding as of October 29, 2022 and changes during the nine 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 51,000 $ 3.44 — $ — — $ — Exercised — $ — — $ — — $ — Forfeited or canceled (31,000) $ 5.95 (10,000) $ 10.87 — $ 46.20 Balance outstanding, October 29, 2022 167,500 $ 6.40 15,700 $ 9.51 3,000 $ 54.70 Options exercisable at October 29, 2022 36,000 $ 7.45 15,700 $ 9.51 3,000 $ 54.70 The following table summarizes information regarding stock options outstanding as of October 29, 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 167,500 $ 6.40 8.9 $ — 148,800 $ 6.42 8.9 $ — 2011 Plan 15,700 $ 9.51 5.3 $ — 15,700 $ 9.51 5.3 $ — 2004 Plan 3,000 $ 54.70 1.4 $ — 3,000 $ 54.70 1.4 $ — The weighted average grant-date fair value of options granted in the third quarter of fiscal 2022 was $2.45. The total intrinsic value of options exercised during the first and third quarters of fiscal 2022 and fiscal 2021 was $0. As of October 29, 2022, total unrecognized compensation cost related to stock options was $361 and was expected to be recognized over a weighted average period of approximately 1.80 years. Stock-Based Compensation - Restricted Stock Units Compensation expense relating to restricted stock unit grants was $595 and $53 for the third quarters of fiscal 2022 and fiscal 2021 and $1,555 and $246 for the first three quarters of fiscal 2022 and 2021. As of October 29, 2022, there was $3,202 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 1.93 years. The total fair value of restricted stock units vested during the first nine months of fiscal 2022 and fiscal 2021 was $976 and $1,255. 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 was 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 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 181,900 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 2020. The number of shares earned was 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 be earned and become eligible to vest pursuant to this award can be between 0% and 125% of the target number of performance share units. The Company recognizes compensation expense on these performance share units ratably over the requisite performance period of the award to the extent management views the performance goals as probable of attainment. The grant date fair value of these performance share units is based on the grant date closing price of the Company’s stock. A summary of the status of the Company’s non-vested restricted stock unit activity as of October 29, 2022 and changes during the nine-month period then ended is as follows: Restricted Stock Units Market-Based Units Time-Based Units Performance-Based Units Total Weighted Weighted Weighted Weighted Average Average Average Average Grant Date Grant Date Grant Date Grant Date Shares Fair Value Shares Fair Value Shares Fair Value Shares Fair Value Non-vested outstanding, January 29, 2022 57,800 $ 3.47 1,031,300 $ 7.46 222,900 $ 4.13 1,312,000 $ 6.72 Granted — $ — 985,600 $ 3.71 36,400 $ 1.69 1,022,000 $ 3.64 Vested — $ — (453,000) $ 6.67 — $ — (453,000) $ 6.67 Forfeited — $ — (78,600) $ 5.02 — $ — (78,600) $ 5.02 Expired (12,500) $ 5.07 — $ — — $ — (12,500) $ 5.07 Non-vested outstanding, October 29, 2022 45,300 $ 3.02 1,485,300 $ 5.34 259,300 $ 3.79 1,789,900 $ 5.06 |
Net Loss Per Common Share
Net Loss Per Common Share | 9 Months Ended |
Oct. 29, 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 loss 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 Nine Months Ended October 29, October 30, October 29, October 30, 2022 2021 2022 2021 Numerator: Net loss attributable to shareholders $ (21,298) $ (9,492) $ (45,885) $ (16,970) Earnings allocated to participating share awards — — — — Net loss attributable to common shares — Basic and diluted $ (21,298) $ (9,492) $ (45,885) $ (16,970) Denominator: Weighted average number of common shares outstanding — Basic (a) (b) 29,415,680 21,503,340 25,932,294 18,710,658 Dilutive effect of stock options, non-vested shares and warrants — — — — Weighted average number of common shares outstanding — Diluted 29,415,680 21,503,340 25,932,294 18,710,658 Net loss per common share $ (0.72) $ (0.44) $ (1.77) $ (0.91) Net loss per common share — assuming dilution $ (0.72) $ (0.44) $ (1.77) $ (0.91) (a) For the three and nine-month periods ended October 29, 2022 and October 30, 2021 the basic earnings per share computation included zero and 21,000 outstanding fully paid warrants to purchase shares of the Company’s common stock at a price of $0.001 per share, respectively. (b) For three and nine-month periods ended October 29, 2022, there were approximately 29,708,057 and 2,181,573 incremental, in-the-money, potentially dilutive common shares outstanding. For three and nine-month periods ended October 30, 2021, there were approximately 658,000 and 992,000 incremental, in-the-money, potentially dilutive common shares outstanding. The incremental in-the-money potentially dilutive common stock shares are excluded from the computation of diluted earnings per share, as the effect of their inclusion would be anti-dilutive. |
Business Segments and Sales by
Business Segments and Sales by Product Group | 9 Months Ended |
Oct. 29, 2022 | |
Business Segments and Sales by Product Group | |
Business Segments and Sales by Product Group | (10) Business Segments and Sales by Product Group During 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 second 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. ● 1-2-3.tv , which was acquired in November 2021, is the German interactive media company with proprietary live and automated auctions with a mix of products shipped directly to customers 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 – 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 from 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 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 one 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. Media Commerce Services Segment ● iMedia Digital Services – 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”). 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. iMDS includes Float Left (“FL”), 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. The Company does not allocate assets between the segments for its internal management purposes, and as such, they are not presented here. There were no significant inter-segment sales or transfers during the first nine months of fiscal 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 Nine Months Ended October 29, October 30, October 29, October 30, 2022 2021 2022 2021 Entertainment: Jewelry & Watches $ 34,080 $ 38,343 $ 123,515 $ 123,216 Health, Beauty & Wellness 21,269 27,070 66,787 74,773 Home 21,953 15,918 62,887 42,837 Fashion & Accessories 12,774 13,471 50,514 39,591 Other (primarily shipping & handling revenue) 11,074 10,666 37,909 33,080 Total entertainment revenues $ 101,150 $ 105,468 $ 341,612 $ 313,497 Consumer Brands: Fashion & Accessories $ 9,368 $ 11,456 $ 29,838 $ 24,325 Home — 1,914 1,807 4,467 Jewelry & Watches 16 75 195 276 Other (primarily shipping & handling revenue) 109 268 781 166 Total consumer brand revenues $ 9,493 $ 13,713 $ 32,621 $ 29,234 Media Commerce Services: Advertising & Search 12,621 11,500 36,809 14,594 Total media commerce services revenues $ 12,621 $ 11,500 $ 36,809 $ 14,594 Total consolidated revenues $ 123,264 $ 130,681 $ 411,042 $ 357,325 Performance Measures by Segment Media Consumer Commerce Entertainment Brands Services Consolidated Three Months Ended October 29, 2022: Net Sales $ 101,150 $ 9,493 $ 12,621 $ 123,264 Gross Margin 42,649 5,399 3,462 51,510 Operating Income (loss) (19,271) 2,100 1,906 (15,265) Three Months Ended October 30, 2021: Net Sales $ 105,468 $ 13,713 $ 11,500 $ 130,681 Gross Margin 44,396 6,617 3,408 54,421 Operating Income (loss) (6,824) 364 458 (6,002) Nine Months Ended October 29, 2022: Net Sales $ 341,612 $ 32,621 $ 36,809 $ 411,042 Gross Margin 135,080 16,153 10,027 161,260 Operating Income (loss) (41,395) 6,550 4,226 (30,619) Nine Months Ended October 30, 2021: Net Sales $ 313,497 $ 29,234 $ 14,594 $ 357,325 Gross Margin 129,032 14,693 4,689 148,414 Operating Income (loss) (11,636) 882 331 (10,423) |
Income Taxes
Income Taxes | 9 Months Ended |
Oct. 29, 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 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 June 14, 2022, the Company’s shareholders re-approved the Rights Plan at the 2022 annual meeting of shareholders. The Rights Plan will expire on the close of business on the date of our annual meeting of shareholders to be held in 2025, unless the Rights Plan is re-approved by shareholders at that annual meeting of shareholders. |
Litigation
Litigation | 9 Months Ended |
Oct. 29, 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 | 9 Months Ended |
Oct. 29, 2022 | |
Related Party Transactions | |
Related Party Transactions | (13) Related Party Transactions Relationship with Sterling Time, Famjams, Invicta Watch Company of America, Retailing Enterprises, and WRNN 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, provided cash of $6,000 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. 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 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. On April 7, 2021, the Company entered into a network affiliation agreement with WRNN-TV Associates Limited Partnership (“WRNN”), an affiliate of Mr. French, a director of the Company. The Company agreed to program the Company’s 24/7 English language shopping programming on all nine of WRNN’s current full power broadcast stations during the term. The Company pays an annual minimum affiliate fee and an annual performance fee for the affiliation rights. Transactions with Sterling Time The Company purchased products from Sterling Time, an affiliate of Mr. Friedman, a director of the Company, in the aggregate amount of $30,383 and $35,700 during the first nine months of fiscal 2022 and fiscal 2021. As of October 29, 2022, and January 29, 2022, the Company had a net trade receivable balance owed by Sterling Time of $7,788 and $1,356. Transactions with Retailing Enterprises As of October 29, 2022 and January 29, 2022, the Company had a net trade receivable balance owed by Retailing Enterprises, LLC of $251 and $251 relating to warehouse services provided by the Company. As of October 29, 2022 and January 29, 2022, the Company accrued commissions of $94 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, a director of the Company, in the aggregate amount of $21,073 and $21,700 during the nine 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 nine months of 2022 and 2021. As of October 29, 2022, and January 29, 2022, the Company had a net trade receivable balance owed by Famjams Trading of $5,285 and $4,974. Transactions with TWI Watches The Company purchased products from TWI Watches LLC ("TWI Watches"), an affiliate of Mr. Friedman, a director of the Company, in the aggregate amount of $228 and $478 during the first nine months of fiscal 2022 and 2021. As of October 29, 2022 and January 29, 2022, the Company had a net trade payable balance owed to TWI Watches of $79 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, a director of the Company, in exchange for payments in the aggregate amount of $240 and $0 during the first nine months of fiscal 2022 and fiscal 2021. As of October 29, 2022 and January 29, 2022, the Company had a net trade payable balance owed to The Hub Marketing Services, LLC of $120 and $0. Transactions with WRNN-TV The Company purchased channel placement rights from WRNN in the aggregate amount of $14,332 and $9,500 during the first nine months of fiscal 2022 and 2021. As of October 29, 2022 and January 29, 2022, the Company had a net trade payable balance owed to WRNN of $1,638 and $1,583. |
Restructuring Costs
Restructuring Costs | 9 Months Ended |
Oct. 29, 2022 | |
Restructuring Costs | |
Restructuring Costs | (14) Restructuring Costs During the third quarter of fiscal 2022, the Company implemented an additional cost optimization initiative. As a result of the third quarter fiscal 2022 cost optimization initiative, the Company recorded restructuring charges of $4,490 for the nine-month period ended October 29, 2022, in which $3,552 relates primarily to severance associated with the additional consolidation and elimination of positions across certain of the Company’s reportable segments and $938 relates to the restructuring associated with the 1-2-3.tv Group. These initiatives were substantially complete as of October 29, 2022. The following table summarizes the significant components and activity under the restructuring program for the nine-month period ended October 29, 2022: Balance at Balance at January 29, 2022 Charges Cash Payments October 29, 2022 Severance $ 557 $ 3,312 $ (2,987) $ 882 Other incremental costs — 1,178 (1,178) — $ 557 $ 4,490 $ (4,165) $ 882 For the nine-month period ended October 29, 2022, the Company recognized restructuring charges of $4,490, of which $4,280 relate to its Entertainment segment and $210 relate to its Media Commerce Services segment. The liability for restructuring accruals is included in accrued liabilities within the accompanying condensed consolidated balance sheets. |
Business Acquisitions - Divesti
Business Acquisitions - Divestitures | 9 Months Ended |
Oct. 29, 2022 | |
Business Acquisitions - Divestitures | |
Business Acquisitions - Divestitures | (15) Business Acquisitions - Divestitures 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”) closed on the acquisition of 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 “1-2-3.tv Sellers”). At the closing of the acquisition, 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 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 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. Purchase accounting with respective to tangible assets acquired and liabilities assumed have been completed, 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. Subsequent to these adjustments, the Company’s purchase price allocation was finalized as of October 29, 2022. The 1-2-3.tv 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 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 1-2-3.tv 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 its subsidiary to the 1-2-3.tv Sellers. As of November 5, 2021, the estimated fair value of the earn-out payment amounted to EUR 2,680 ($3,097 based on November 5, 2021 exchange rate). As of October 29, 2022, the estimated recorded liability of the earn-out payments was EUR 2,680 ($2,741 based on the October 29, 2022 exchange rate). Supplemental Pro Forma Information 1-2-3.tv had sales of approximately $43,172 and $136,597 for the three and nine-months ended October 30, 2021, a significant portion of which was derived from its operations in Europe. 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 the 1-2-3.tv Group had been acquired at the beginning of fiscal 2022 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 fiscal 2022) 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 would have resulted had the acquisition been in effect at the beginning of fiscal 2021. 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 loss data assuming 1-2-3.tv was acquired at the beginning of fiscal 2021: Three Months Ended Nine Months Ended October 30, 2021(a) October 30, 2021(a) Net sales $ 173,853 $ 493,975 Net loss (13,419) (40,809) (a) The above proforma information is presented for the 1-2-3.tv acquisition as it is considered a material acquisition. Synacor’s Portal and Advertising Business 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’s Portal and Advertising, which iMedia has combined with its business Float Left, has been renamed to 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 notes 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 notes bear 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 net assets acquired. Based on the 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 prepaids $ 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. Christopher & Banks C&B is a specialty brand of privately branded women's apparel and accessories. The C&B 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 C&B 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 C&B eCommerce business, including primarily inventory, furniture, equipment, and certain intangible assets. The Company launched a new weekly C&B television program on its ShopHQ network, which will also promote the brand’s website, christopherandbanks.com, its five retail store locations and its planned launch of C&B Stylists, an online interactive video platform that customizes wardrobe that is outfitted for customers by a C&B stylist. On March 1, 2021, the Company acquired all the assets of Christopher & Banks, LLC. The acquisition of Christopher & Banks, LLC 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 issued these shares during the third quarter of fiscal 2022. 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 and customer list. 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. Due to the divestiture, the Company no longer has NCI. Divestitures The Closeout.com In June 2022, the Company completed the divestiture of its 51% owned subsidiary, TCO, LLC (“TCO”). The Company received consideration of $3,505 in inventory and recorded a loss on divestiture of $985. The results of operations from TCO were not considered to be significant to the Company. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Oct. 29, 2022 | |
Subsequent Events | |
Subsequent Events | (16) Subsequent Events Sale-Leaseback Transaction The Company received a Letter of Intent (“LOI”) in November 2022 from a real estate investment firm for the purchase of two buildings located in Bowling Green, KY, which serve as its distribution centers and one building located in Eden Prairie, MN which currently serves as the corporate headquarters and production studios for the Company. The LOI serves as the Company’s intent to enter into a sales-leaseback transaction for the Buildings with a purchase price of $48 million, and a lease term of twenty-one (21) years with additional renewal options available. |
Basis of Financial Statement _2
Basis of Financial Statement Presentation (Policies) | 9 Months Ended |
Oct. 29, 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 and nine-month periods ended October 29, 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. |
Forward Contracts | Forward Contracts The Company classifies a forward contract to purchase shares of its common stock that do not qualify for equity classification as a liability on its consolidated balance sheets as this forward contract contains freestanding financial instruments that may require the Company to transfer consideration upon exercise. Each instrument is initially recorded at fair value on date of grant using the Black-Scholes model for warrants and the market value for common shares and pre-funded warrants, and it is subsequently re-measured to fair value at each subsequent balance sheet date while liability-classified and outstanding. Changes in fair value of the instruments are recognized as a component of other income (expense), net in the consolidated statements of operations and comprehensive loss. Issuance costs are expensed under liability treatment for forward contracts. The Company adjusts the forward contracts for changes in fair value until the earlier of the exercise, when the forward contract qualifies for equity treatment, or the expiration of the forward contract. |
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 |
Held for Sale Assets | Held for Sale Assets The Company previously disclosed that it was marketing buildings located in Eden Prairie, MN and Bowling Green, KY, which currently serve as the Company’s corporate headquarters and production studios, and its distribution center (the “Buildings”). The Company received a Letter of Intent (“LOI”) in November 2022 from a real estate investment firm for the purchase of two buildings located in Bowling Green, KY, which serve as its distribution centers and one building located in Eden Prairie, MN which currently serves as the corporate headquarters and production studios for the Company. The LOI serves as the Company’s intent to enter into a sales-leaseback transaction for the Buildings with a purchase price of $48,000, and a lease term of twenty-one ( 21 ) years with additional renewal options available. The Company intends to use the net proceeds to retire existing debt and for working capital purposes and expects the transaction to close in the fourth quarter of fiscal year 2022. There can be no assurances that the sale-leaseback transaction will be successful. The Buildings are currently measured at the carrying value of $14,000, which represents the lower of carrying value or fair value less cost to sell, in accordance with ASC 360-10-35-43, and thus no gain or loss was recorded at the initial measurement of the held for sale assets. |
Recently Adopted Accounting Standards and Issued Accounting Pronouncements | Recently Adopted Accounting Standards 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) In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting Recently Issued Accounting Pronouncements 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 |
Liquidity and Going Concern | Liquidity and Going Concern In accordance with Accounting Standards Codification (“ASC”) Topic 205-40, Going Concern, management has evaluated whether there are certain conditions and events, considered in the aggregate that raise substantial doubt about the Company’s ability to continue as a going concern for twelve months after the date that these consolidated financial statements are issued. In applying this accounting guidance, the Company considered its current financial condition and liquidity sources, including current funds available, forecasted future cash flows and its unconditional obligations due over the next twelve months, including related covenants. In addition, the Company evaluates its history of financial performance, where we have had a historic trend of operating losses, net losses and negative operating cash flows which continue to have an unfavorable impact on our overall liquidity. Most recently, we reported operating losses of $15,265 and $30,619 , net losses of $6,002 and $10,423 for the three and nine months ended October 29, 2022, and negative operating cash flows of $18,591 for the nine months ended October 29, 2022. We also reported operating losses, net losses and negative operating cash flows for the fiscal years 2021 and 2020 which we expect to continue until operating results improve. In addition, we were in violation of our debt covenants as of October 29, 2022. As of October 29, 2022, we had $10,571 in cash and cash equivalents and $1,839 of available capacity under our debt and related agreements, resulting in $12,410 of liquidity. The Company is required to maintain certain financial ratios under various debt and related agreements. If we violate covenants in any debt or related agreement, we would be considered in default and our indebtedness would be due immediately and may not be able to make additional borrowings under the agreement which may be at a time when we might be unable to arrange financing for such repayment on attractive terms, if at all. As of October 29, 2022, the Company was not in compliance with certain of the covenants under the loan and security agreement governing its revolving loan. The Company is working with its asset-based lender, Siena Lending Group, LLC (“Siena”), to address the Company’s compliance with certain covenants under their loan agreement whether through the issuance of an amendment or forbearance agreement. Therefore, the amounts of the Company’s long-term debt that would otherwise be contractually due and payable after one year are reflected on the Company’s balance sheets as current liabilities, including the GCP Note and the GreenLake Note (see Note 6 for a discussion of the Company’s debt arrangements). Improving operating results and cash flow is dependent upon the Company’s ability to achieve its business plans to grow its revenues and enhance its operations by reducing inventory through improved inventory management. In addition, management plans to execute a sale leaseback transaction and use the proceeds to pay down debt, and capital expenditure savings achieved through deferral of nonessential projects. The Company previously disclosed that it was marketing buildings located in Eden Prairie, MN and Bowling Green, KY, which currently serve as the Company’s corporate headquarters and production studios, and its distribution center (the “Buildings”). The Company received a Letter of Intent (“LOI”) in November 2022 from a real estate investment firm for the purchase of two buildings located in Bowling Green, KY, which serve as its distribution centers and one building located in Eden Prairie, MN which currently serves as the corporate headquarters and production studios for the Company. The LOI serves as the Company’s intent to enter into a sales-leaseback transaction for the Buildings with a purchase price of $48,000 , and a lease term of twenty-one ( 21 ) years with additional renewal options available. The Company intends to use the net proceeds to retire existing debt and for working capital purposes and expects the transaction to close in the fourth quarter of fiscal year 2022. There can be no assurances that the sale-leaseback transaction will be successful. As of December 13, 2022, this transaction is not complete. There can be no assurances that management will be successful with the sale leaseback transaction nor with management’s other plans. As a result, there is substantial doubt about the Company’s ability to continue as a going concern within twelve months following the issuance date of the condensed consolidated financial statements as of and for the period ended October 29, 2022. The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business within twelve months after the date that these condensed financial statements are issued. |
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 Commerce Services segment, revenue is recognized when the services are provided to the customer. Revenue is reported net of estimated sales returns, credits and incentives, and excludes sales taxes. Sales returns are estimated and provided for at the time of sale based on historical experience. 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 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 received 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 October 29, 2022, and January 29, 2022, the Company recorded a merchandise return liability of $4,250 and $8,126, included in accrued liabilities, and a right of return asset of $1,701 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.” |
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 October 29, 2022 and January 29, 2022, the Company had approximately $30,177 and $47,008 of net receivables due from customers under the ValuePay installment program and total reserves for estimated uncollectible amounts of $2,430 |
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 loss 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 Nine Months Ended October 29, October 30, October 29, October 30, 2022 2021 2022 2021 Numerator: Net loss attributable to shareholders $ (21,298) $ (9,492) $ (45,885) $ (16,970) Earnings allocated to participating share awards — — — — Net loss attributable to common shares — Basic and diluted $ (21,298) $ (9,492) $ (45,885) $ (16,970) Denominator: Weighted average number of common shares outstanding — Basic (a) (b) 29,415,680 21,503,340 25,932,294 18,710,658 Dilutive effect of stock options, non-vested shares and warrants — — — — Weighted average number of common shares outstanding — Diluted 29,415,680 21,503,340 25,932,294 18,710,658 Net loss per common share $ (0.72) $ (0.44) $ (1.77) $ (0.91) Net loss per common share — assuming dilution $ (0.72) $ (0.44) $ (1.77) $ (0.91) (a) For the three and nine-month periods ended October 29, 2022 and October 30, 2021 the basic earnings per share computation included zero and 21,000 outstanding fully paid warrants to purchase shares of the Company’s common stock at a price of $0.001 per share, respectively. (b) For three and nine-month periods ended October 29, 2022, there were approximately 29,708,057 and 2,181,573 incremental, in-the-money, potentially dilutive common shares outstanding. For three and nine-month periods ended October 30, 2021, there were approximately 658,000 and 992,000 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. |
Television Broadcast Rights (Ta
Television Broadcast Rights (Tables) | 9 Months Ended |
Oct. 29, 2022 | |
Television Broadcast Rights. | |
Schedule of television broadcast rights | Television broadcast rights in the accompanying condensed consolidated balance sheets consisted of the following: October 29, 2022 January 29, 2022 Television broadcast rights $ 146,653 $ 146,200 Less accumulated amortization (63,547) (43,858) Television broadcast rights, net $ 83,106 $ 102,342 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Oct. 29, 2022 | |
Goodwill and Intangible Assets | |
Schedule of changes in goodwill | Balance, January 29, 2022 $ 99,050 Acquisition valuation adjustment (444) Foreign currency translation adjustment (9,125) Divestiture of business (1,740) Balance, October 29, 2022 $ 87,741 |
Schedule of finite-lived Intangible asset | October 29, 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 $ 14,919 (952) $ 13,967 $ 14,462 $ (451) $ 14,011 Technology 4-9 6,645 (759) 5,887 6,524 (752) 5,772 Customer Lists and Relationships 3-14 9,006 (2,625) 6,381 8,689 (619) 8,070 Vendor Exclusivity 5 193 (135) 58 193 (106) 87 Total finite-lived intangible assets $ 30,763 $ (4,471) $ 26,293 $ 29,868 $ (1,928) $ 27,940 |
Credit Agreements (Tables)
Credit Agreements (Tables) | 9 Months Ended |
Oct. 29, 2022 | |
Credit Agreements | |
Schedule of long-term credit facilities | The Company’s long-term credit facilities consist of: October 29, 2022 January 29, 2022 Revolving Loan due July 31, 2024, principal amount $ 63,786 $ 60,216 8.5% Senior Unsecured Notes, due 2026, principal amount 80,000 80,000 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 17,939 20,062 Seller note due in quarterly installments, maturing in December 2023, principal amount 5,000 8,000 Total seller notes 22,939 28,062 Convertible Debt 3,100 — Total debt 198,325 196,778 Less: unamortized debt issuance costs and debt discount (6,513) (7,607) Plus: unamortized debt premium 1,197 1,292 Total carrying amount of debt 193,009 190,463 Less: current portion of long-term debt (98,209) (14,031) Long-term debt, net $ 94,800 $ 176,432 |
Schedule of maturities of borrowings | The aggregate maturities of borrowings outstanding under the Company’s long-term debt obligations as of October 29, 2022 were as follows: Seller Real Estate 8.5% Senior Convertible Fiscal year Notes Financing Revolving Loan Unsecured Notes Debt Total 2022 $ 1,000 $ 28,500 $ 63,786 $ — $ 3,100 $ 96,386 2023 13,025 — — — — 13,025 2024 8,914 — — — — 8,914 2025 — — — — — — 2026 — — — 80,000 — 80,000 Total amount due $ 22,939 $ 28,500 $ 63,786 $ 80,000 $ 3,100 $ 198,325 Less: unamortized debt issuance costs and debt discount — (1,176) — (4,974) (363) (6,513) Plus: unamortized debt premium 1,197 — — — — 1,197 Total carrying amount of debt $ 24,136 $ 27,324 $ 63,786 $ 75,026 $ 2,737 $ 193,009 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Oct. 29, 2022 | |
Fair Value Measurements | |
Schedule of fair values of the Company's financial instruments at fair value | Fair Value Measurements at October 29, 2022 Total Level 1 Level 2 Level 3 Liabilities: Revolving loan $ 63,786 $ — $ 63,786 $ — 8.5% Senior unsecured notes (IMBIL) 27,968 27,968 — — GreenLake Note 28,500 — 28,500 — Seller notes 24,136 — 24,136 — GCP note 3,100 — 3,100 — Contingent consideration 2,671 — — 2,671 Fair Value Measurements at January 29, 2022 Total Level 1 Level 2 Level 3 Liabilities: Revolving loan $ 60,216 $ — $ 60,216 $ — 8.5% Senior unsecured notes (IMBIL) 70,176 70,176 — — GreenLake Note 28,500 — 28,500 — Seller notes 29,354 — 29,354 — Contingent consideration 3,097 — — 3,097 |
Schedule of contingent consideration valued using Monte Carlo valuation method | Balance, January 29, 2022 $ 3,097 Foreign currency translation adjustment (356) Balance, October 29, 2022 $ 2,741 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Oct. 29, 2022 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Schedule of warrants outstanding | 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 May 16, 2022 5,537,459 5,537,459 $ 2.94 May 14, 2028 July 22, 2022 97,720 97,720 $ 2.94 July 20, 2028 July 22, 2022 1,628,665 1,628,665 $ 2.94 July 20, 2028 September 7, 2022 568,182 — $ 0.88 September 7, 2027 |
Schedule of stock options valuation assumptions | Fiscal 2022 Expected volatility: 82-83% Expected term (in years): 6 years Risk-free interest rate: 2.4-2.7% |
Schedule of stock option activity | A summary of the status of the Company’s stock options outstanding as of October 29, 2022 and changes during the nine 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 51,000 $ 3.44 — $ — — $ — Exercised — $ — — $ — — $ — Forfeited or canceled (31,000) $ 5.95 (10,000) $ 10.87 — $ 46.20 Balance outstanding, October 29, 2022 167,500 $ 6.40 15,700 $ 9.51 3,000 $ 54.70 Options exercisable at October 29, 2022 36,000 $ 7.45 15,700 $ 9.51 3,000 $ 54.70 |
Schedule of stock options outstanding, vested and expected to vest | The following table summarizes information regarding stock options outstanding as of October 29, 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 167,500 $ 6.40 8.9 $ — 148,800 $ 6.42 8.9 $ — 2011 Plan 15,700 $ 9.51 5.3 $ — 15,700 $ 9.51 5.3 $ — 2004 Plan 3,000 $ 54.70 1.4 $ — 3,000 $ 54.70 1.4 $ — |
Schedule of restricted stock unit activity | A summary of the status of the Company’s non-vested restricted stock unit activity as of October 29, 2022 and changes during the nine-month period then ended is as follows: Restricted Stock Units Market-Based Units Time-Based Units Performance-Based Units Total Weighted Weighted Weighted Weighted Average Average Average Average Grant Date Grant Date Grant Date Grant Date Shares Fair Value Shares Fair Value Shares Fair Value Shares Fair Value Non-vested outstanding, January 29, 2022 57,800 $ 3.47 1,031,300 $ 7.46 222,900 $ 4.13 1,312,000 $ 6.72 Granted — $ — 985,600 $ 3.71 36,400 $ 1.69 1,022,000 $ 3.64 Vested — $ — (453,000) $ 6.67 — $ — (453,000) $ 6.67 Forfeited — $ — (78,600) $ 5.02 — $ — (78,600) $ 5.02 Expired (12,500) $ 5.07 — $ — — $ — (12,500) $ 5.07 Non-vested outstanding, October 29, 2022 45,300 $ 3.02 1,485,300 $ 5.34 259,300 $ 3.79 1,789,900 $ 5.06 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 9 Months Ended |
Oct. 29, 2022 | |
Net Loss Per Common Share | |
Schedule of reconciliation of net loss per share | Three Months Ended Nine Months Ended October 29, October 30, October 29, October 30, 2022 2021 2022 2021 Numerator: Net loss attributable to shareholders $ (21,298) $ (9,492) $ (45,885) $ (16,970) Earnings allocated to participating share awards — — — — Net loss attributable to common shares — Basic and diluted $ (21,298) $ (9,492) $ (45,885) $ (16,970) Denominator: Weighted average number of common shares outstanding — Basic (a) (b) 29,415,680 21,503,340 25,932,294 18,710,658 Dilutive effect of stock options, non-vested shares and warrants — — — — Weighted average number of common shares outstanding — Diluted 29,415,680 21,503,340 25,932,294 18,710,658 Net loss per common share $ (0.72) $ (0.44) $ (1.77) $ (0.91) Net loss per common share — assuming dilution $ (0.72) $ (0.44) $ (1.77) $ (0.91) (a) For the three and nine-month periods ended October 29, 2022 and October 30, 2021 the basic earnings per share computation included zero and 21,000 outstanding fully paid warrants to purchase shares of the Company’s common stock at a price of $0.001 per share, respectively. (b) For three and nine-month periods ended October 29, 2022, there were approximately 29,708,057 and 2,181,573 incremental, in-the-money, potentially dilutive common shares outstanding. For three and nine-month periods ended October 30, 2021, there were approximately 658,000 and 992,000 incremental, in-the-money, potentially dilutive common shares outstanding. The incremental in-the-money potentially dilutive common stock shares are excluded from the computation of diluted earnings per share, as the effect of their inclusion would be anti-dilutive. |
Business Segments and Sales b_2
Business Segments and Sales by Product Group (Tables) | 9 Months Ended |
Oct. 29, 2022 | |
Business Segments and Sales by Product Group | |
Schedule of net sales by segment and significant product groups | Three Months Ended Nine Months Ended October 29, October 30, October 29, October 30, 2022 2021 2022 2021 Entertainment: Jewelry & Watches $ 34,080 $ 38,343 $ 123,515 $ 123,216 Health, Beauty & Wellness 21,269 27,070 66,787 74,773 Home 21,953 15,918 62,887 42,837 Fashion & Accessories 12,774 13,471 50,514 39,591 Other (primarily shipping & handling revenue) 11,074 10,666 37,909 33,080 Total entertainment revenues $ 101,150 $ 105,468 $ 341,612 $ 313,497 Consumer Brands: Fashion & Accessories $ 9,368 $ 11,456 $ 29,838 $ 24,325 Home — 1,914 1,807 4,467 Jewelry & Watches 16 75 195 276 Other (primarily shipping & handling revenue) 109 268 781 166 Total consumer brand revenues $ 9,493 $ 13,713 $ 32,621 $ 29,234 Media Commerce Services: Advertising & Search 12,621 11,500 36,809 14,594 Total media commerce services revenues $ 12,621 $ 11,500 $ 36,809 $ 14,594 Total consolidated revenues $ 123,264 $ 130,681 $ 411,042 $ 357,325 |
Schedule of performance measures by segment | Media Consumer Commerce Entertainment Brands Services Consolidated Three Months Ended October 29, 2022: Net Sales $ 101,150 $ 9,493 $ 12,621 $ 123,264 Gross Margin 42,649 5,399 3,462 51,510 Operating Income (loss) (19,271) 2,100 1,906 (15,265) Three Months Ended October 30, 2021: Net Sales $ 105,468 $ 13,713 $ 11,500 $ 130,681 Gross Margin 44,396 6,617 3,408 54,421 Operating Income (loss) (6,824) 364 458 (6,002) Nine Months Ended October 29, 2022: Net Sales $ 341,612 $ 32,621 $ 36,809 $ 411,042 Gross Margin 135,080 16,153 10,027 161,260 Operating Income (loss) (41,395) 6,550 4,226 (30,619) Nine Months Ended October 30, 2021: Net Sales $ 313,497 $ 29,234 $ 14,594 $ 357,325 Gross Margin 129,032 14,693 4,689 148,414 Operating Income (loss) (11,636) 882 331 (10,423) |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 9 Months Ended |
Oct. 29, 2022 | |
Restructuring Costs | |
Schedule of components and activity under the restructuring program | The following table summarizes the significant components and activity under the restructuring program for the nine-month period ended October 29, 2022: Balance at Balance at January 29, 2022 Charges Cash Payments October 29, 2022 Severance $ 557 $ 3,312 $ (2,987) $ 882 Other incremental costs — 1,178 (1,178) — $ 557 $ 4,490 $ (4,165) $ 882 |
Business Acquisitions - Dives_2
Business Acquisitions - Divestitures (Tables) | 9 Months Ended |
Oct. 29, 2022 | |
1-2-3.tv | |
Business Acquisition [Line Items] | |
Summary of the allocation of purchase consideration | 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 loss | Three Months Ended Nine Months Ended October 30, 2021(a) October 30, 2021(a) Net sales $ 173,853 $ 493,975 Net loss (13,419) (40,809) (a) The above proforma information is presented for the 1-2-3.tv acquisition as it is considered a material acquisition. |
Synacor's Portal and Advertising Segment | |
Business Acquisition [Line Items] | |
Summary of the allocation of purchase consideration | Fair Value Accounts receivable and prepaids $ 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 | |
Business Acquisition [Line Items] | |
Summary of the allocation of purchase consideration | 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) | 9 Months Ended |
Oct. 29, 2022 segment | |
General | |
Number of reporting segment | 3 |
Basis of Financial Statement _3
Basis of Financial Statement Presentation (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Oct. 29, 2022 USD ($) building | Oct. 30, 2021 USD ($) | Oct. 29, 2022 USD ($) building | Oct. 30, 2021 USD ($) | Jan. 28, 2023 | Jan. 29, 2022 USD ($) | Jan. 30, 2021 USD ($) | |
Accounting Policies [Abstract] | |||||||
Number of weeks in fiscal year | 91 days | 91 days | 273 days | 273 days | 364 days | ||
Number of weeks in fiscal quarter | P13W | P13W | P39W | P39W | P52W | ||
Operating Income (Loss) | $ (15,265) | $ (6,002) | $ (30,619) | $ (10,423) | |||
Negative operating cash flows | 18,591 | 48,857 | |||||
Total cash and restricted cash equivalents | 10,571 | $ 53,520 | 10,571 | $ 53,520 | $ 13,188 | $ 15,485 | |
Remaining borrowing capacity | 1,839 | 1,839 | |||||
Total liquidity | 12,410 | 12,410 | |||||
Eden Prairie, MN and Bowling Green, KY | |||||||
Accounting Policies [Abstract] | |||||||
Appraised value of buildings held-for-sale | $ 48,000 | $ 48,000 | |||||
Lease term | 21 years | 21 years | |||||
Assets held-for-sale, fair value | $ 14,000 | $ 14,000 | |||||
Gain (loss) on disposition of assets held-for-sale | $ 0 | ||||||
Eden Prairie, MN | |||||||
Accounting Policies [Abstract] | |||||||
Number of buildings marketed | building | 1 | 1 | |||||
Bowling Green, KY | |||||||
Accounting Policies [Abstract] | |||||||
Number of buildings marketed | building | 2 | 2 | |||||
Forecast | |||||||
Accounting Policies [Abstract] | |||||||
Number of weeks in fiscal year | 364 days | ||||||
Number of weeks in fiscal quarter | P52W |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | Oct. 29, 2022 | Jan. 29, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Merchandise return liability | $ 4,250 | $ 8,126 |
Right of return asset | 1,701 | 3,770 |
Accounts receivable, net | 55,301 | 78,947 |
Reserves for estimated uncollectible amounts | 2,430 | 3,019 |
Net Receivables Due from Customers Under Value Pay | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Accounts receivable, net | $ 30,177 | $ 47,008 |
Television Broadcast Rights (De
Television Broadcast Rights (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 29, 2022 | Oct. 30, 2021 | Oct. 29, 2022 | Oct. 30, 2021 | Jan. 29, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Less accumulated amortization | $ (4,471) | $ (4,471) | $ (1,928) | ||
Television broadcast rights, net | 62,090 | 62,090 | 74,821 | ||
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||||
Television broadcast rights obligation | 93,862 | 93,862 | 113,189 | ||
Current portion of television broadcast rights obligations | 30,296 | 30,296 | 31,921 | ||
Payments for television distribution rights | 21,093 | $ 21,926 | |||
Television Broadcast Rights | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Television broadcast rights | 146,653 | 146,653 | 146,200 | ||
Less accumulated amortization | (63,547) | (63,547) | (43,858) | ||
Television broadcast rights, net | 83,106 | $ 83,106 | 102,342 | ||
Weighted average lives of television broadcast rights | 3 years 10 months 24 days | ||||
Amortization expense | 6,617 | $ 7,926 | $ 19,689 | 19,121 | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||||
Remainder of fiscal 2022 | 6,014 | 6,014 | |||
2023 | 20,090 | 20,090 | |||
2024 | 20,877 | 20,877 | |||
2025 | 21,402 | 21,402 | |||
2026 | 14,723 | 14,723 | |||
Thereafter | 0 | 0 | |||
Television broadcast rights, additions | 453 | 453 | $ 102,545 | ||
Interest income, portion related to television distribution rights obligation | $ 703 | ||||
Interest expense, portion related to television distribution rights obligation | $ 952 | $ 1,314 | $ 2,049 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) $ in Thousands | 9 Months Ended |
Oct. 29, 2022 USD ($) | |
Changes in goodwill | |
Beginning balance | $ 99,050 |
Acquisition valuation adjustment | (444) |
Foreign currency translation adjustment | (9,125) |
Divestiture of business | (1,740) |
Ending balance | $ 87,741 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 29, 2022 | Oct. 30, 2021 | Oct. 29, 2022 | Oct. 30, 2021 | Jan. 29, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets, Gross | $ 30,763 | $ 30,763 | $ 29,868 | ||
Less accumulated amortization | (4,471) | (4,471) | (1,928) | ||
Finite-lived intangible assets, Net | 26,293 | 26,293 | 27,940 | ||
Finite Lived Intangible Assets Excluding Television Distribution Rights | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense of intangible assets | 772 | $ 242 | 2,344 | $ 544 | |
Estimated amortization expense by fiscal year maturity [Abstract] | |||||
Remainder of fiscal 2022 | 761 | 761 | |||
2023 | 3,001 | 3,001 | |||
2024 | 2,805 | 2,805 | |||
2025 | 2,625 | 2,625 | |||
2026 | 2,165 | 2,165 | |||
Thereafter | 14,936 | $ 14,936 | |||
Trade Names [Member] | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated useful life | 15 years | ||||
Trademarks and Trade Names | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated useful life | 15 years | ||||
Finite-lived intangible assets, Gross | 14,919 | $ 14,919 | 14,462 | ||
Less accumulated amortization | (952) | (952) | (451) | ||
Finite-lived intangible assets, Net | 13,967 | 13,967 | 14,011 | ||
Technology | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets, Gross | 6,645 | 6,645 | 6,524 | ||
Less accumulated amortization | (759) | (759) | (752) | ||
Finite-lived intangible assets, Net | 5,887 | $ 5,887 | 5,772 | ||
Technology | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated useful life | 4 years | ||||
Technology | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated useful life | 9 years | ||||
Customer Lists and Relationships. | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets, Gross | 9,006 | $ 9,006 | 8,689 | ||
Less accumulated amortization | (2,625) | (2,625) | (619) | ||
Finite-lived intangible assets, Net | 6,381 | $ 6,381 | 8,070 | ||
Customer Lists and Relationships. | Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated useful life | 3 years | ||||
Customer Lists and Relationships. | Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated useful life | 14 years | ||||
Vendor Exclusivity | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated useful life | 5 years | ||||
Finite-lived intangible assets, Gross | 193 | $ 193 | 193 | ||
Less accumulated amortization | (135) | (135) | (106) | ||
Finite-lived intangible assets, Net | $ 58 | $ 58 | $ 87 |
Credit Agreements (Details)
Credit Agreements (Details) $ / shares in Units, € in Thousands | 3 Months Ended | 9 Months Ended | |||||||||
Sep. 19, 2022 EUR (€) | May 17, 2022 USD ($) | Apr. 18, 2022 USD ($) | Nov. 05, 2021 USD ($) | Sep. 28, 2021 USD ($) $ / shares | Jul. 30, 2021 USD ($) subsidiary | Oct. 29, 2022 USD ($) D $ / shares | Oct. 30, 2021 USD ($) | Oct. 29, 2022 USD ($) D $ / shares | Oct. 30, 2021 USD ($) | Jan. 29, 2022 USD ($) $ / shares | |
Debt Instrument [Line Items] | |||||||||||
Total debt | $ 198,325,000 | $ 198,325,000 | $ 196,778,000 | ||||||||
Less: unamortized debt issuance costs and debt discount | (6,513,000) | (6,513,000) | (7,607,000) | ||||||||
Plus: unamortized debt premium | 1,197,000 | 1,197,000 | 1,292,000 | ||||||||
Total carrying amount of debt | 193,009,000 | 193,009,000 | 190,463,000 | ||||||||
Less: current portion of long-term debt | (98,209,000) | (98,209,000) | (14,031,000) | ||||||||
Long-term debt, net | $ 94,800,000 | $ 94,800,000 | $ 176,432,000 | ||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||
Net proceeds from offering | $ 80,000,000 | ||||||||||
Remaining borrowing capacity | $ 1,839,000 | $ 1,839,000 | |||||||||
Payment for debt extinguishment costs | 405,000 | ||||||||||
Loss on debt extinguishment | $ (9,000) | (884,000) | (663,000) | ||||||||
Restricted Cash | 1,500,000 | 1,500,000 | $ 1,893,000 | ||||||||
Over-Allotment Option | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount denomination | 25 | ||||||||||
Integral multiples of excess principal amount | $ 25 | ||||||||||
Revolving loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Term of debt | 3 years | ||||||||||
Revolving line of credit facility, maximum borrowing capacity | 80,000,000 | $ 80,000,000 | |||||||||
Interest expense | 1,685,000 | 766,000 | $ 3,907,000 | 766,000 | |||||||
Monthly fee percentage | 0.50% | ||||||||||
Revolving loan | Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total long-term credit facility | 63,786,000 | $ 63,786,000 | 60,216,000 | ||||||||
Less: unamortized debt issuance costs and debt discount | 0 | 0 | |||||||||
Plus: unamortized debt premium | 0 | 0 | |||||||||
Total carrying amount of debt | 63,786,000 | 63,786,000 | |||||||||
Remaining borrowing capacity | $ 1,839,000 | $ 1,839,000 | |||||||||
Revolving loan | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 4.50% | ||||||||||
Number of business days | D | 3 | 3 | |||||||||
Revolving loan | London Inter bank Offered Rate LIBOR Floor | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 0.50% | ||||||||||
Real Estate financing term loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount | $ 28,500,000 | ||||||||||
Interest rate per annum | 10% | ||||||||||
Term of debt | 3 years | ||||||||||
Effective interest rate | 12.40% | 12.40% | |||||||||
Interest expense | $ 889,000 | 904,000 | $ 2,666,000 | 904,000 | |||||||
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 | 1,176,000 | $ 1,176,000 | 1,682,000 | ||||||||
Real Estate financing term loan | Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total debt | 28,500,000 | 28,500,000 | 28,500,000 | ||||||||
Less: unamortized debt issuance costs and debt discount | (1,176,000) | (1,176,000) | |||||||||
Plus: unamortized debt premium | 0 | 0 | |||||||||
Total carrying amount of debt | 27,324,000 | 27,324,000 | |||||||||
Real Estate financing term loan | Prime Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of basis points in debt instrument | 2 | ||||||||||
8.5% Senior unsecured notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total debt | 80,000,000 | 80,000,000 | 80,000,000 | ||||||||
Less: unamortized debt issuance costs and debt discount | (4,974,000) | (4,974,000) | |||||||||
Total carrying amount of debt | $ 75,026,000 | $ 75,026,000 | |||||||||
Principal amount | $ 80,000 | ||||||||||
Interest rate per annum | 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% | 10.10% | |||||||||
Interest expense | $ 2,036,000 | $ 713,000 | $ 6,109,000 | $ 713,000 | |||||||
Deferred financing costs, revolving line of credit, net | 4,974,000 | 4,974,000 | 5,925,000 | ||||||||
8.5% Senior unsecured notes | Payable in November | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Redemption price | $ / shares | $ 25.75 | ||||||||||
8.5% Senior unsecured notes | Payable in February | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Redemption price | $ / shares | 25.50 | ||||||||||
8.5% Senior unsecured notes | On or after September 30, 2025 and prior to maturity | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Redemption price | $ / shares | $ 25.25 | ||||||||||
Seller's notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total debt | 22,939,000 | 22,939,000 | 28,062,000 | ||||||||
Seller's notes | November 15, 2023 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Periodic principal repayment amount | € | € 9,000 | ||||||||||
Seller's notes | November 15, 2024 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Periodic principal repayment amount | € | € 9,000 | ||||||||||
Seller's notes | 1-2-3.tv | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total debt | 22,939,000 | 22,939,000 | |||||||||
Plus: unamortized debt premium | 1,197,000 | 1,197,000 | |||||||||
Total carrying amount of debt | 24,136,000 | 24,136,000 | |||||||||
Seller's notes | Synacor's Portal and Advertising Segment | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount | $ 10,000,000 | 5,000,000 | 5,000,000 | ||||||||
Quarterly installment | $ 1,000,000 | ||||||||||
Interest expense | 171,000 | 347,000 | |||||||||
Seller Note Due In Annual Installments, Maturing In November 2023, Principal Amount [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total debt | 17,939,000 | 17,939,000 | 20,062,000 | ||||||||
Seller note due in quarterly installments, maturing in December 2023, principal amount | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total debt | 5,000,000 | 5,000,000 | 8,000,000 | ||||||||
Convertible Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total debt | 3,100,000 | 3,100,000 | |||||||||
Less: unamortized debt issuance costs and debt discount | (363,000) | (363,000) | |||||||||
Total carrying amount of debt | $ 2,737,000 | $ 2,737,000 | |||||||||
Convertible Debt | Securities Purchase Agreement with Growth Capital Partners, LLC | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Plus: unamortized debt premium | $ 600,000 | ||||||||||
Principal amount | 10,600,000 | ||||||||||
Proceeds from Convertible Debt | $ 10,000,000 | ||||||||||
Repayments of Convertible Debt | $ 7,500,000 | ||||||||||
Interest rate per annum | 7% | ||||||||||
Maximum monthly redemption amount | $ 1,500,000 | ||||||||||
Term of debt | 13 months | ||||||||||
Effective interest rate | 23.50% | 23.50% | |||||||||
Interest expense | $ 142,000 | $ 258,000 | |||||||||
Interest rate | 18% | ||||||||||
Loss on debt extinguishment | 884,000 | ||||||||||
Debt issuance costs | $ 509,000 | ||||||||||
Deferred financing costs, revolving line of credit, net | 363,000 | 363,000 | |||||||||
Minimum | Synacor's Portal and Advertising Segment | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate per annum | 6% | ||||||||||
Minimum | Real Estate financing term loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Quarterly installment | 100,000 | ||||||||||
Minimum | Seller's notes | Synacor's Portal and Advertising Segment | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate per annum | 6% | ||||||||||
Maximum | Synacor's Portal and Advertising Segment | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate per annum | 11% | ||||||||||
Maximum | Revolving loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Letters of credit | 5,000,000 | 5,000,000 | |||||||||
Maximum | Seller's notes | Synacor's Portal and Advertising Segment | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate per annum | 11% | ||||||||||
Other Assets | Revolving loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Deferred financing costs, revolving line of credit, net | 2,444,000 | 2,444,000 | $ 2,411,000 | ||||||||
1-2-3.tv | Seller's notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total debt | $ 20,800,000 | ||||||||||
Principal amount | 17,939,000 | 17,939,000 | |||||||||
Interest expense | $ 378,000 | $ 1,196,000 | |||||||||
Interest rate | 8.50% | ||||||||||
1-2-3.tv | Seller's notes | Payable in November | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total debt | $ 2,557,000 | ||||||||||
1-2-3.tv | Seller's notes | Payable in February | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total debt | $ 6,648,000 |
Credit Agreements - Maturities
Credit Agreements - Maturities of Long-Term Credit Facilities (Details) - USD ($) $ in Thousands | Oct. 29, 2022 | Jan. 29, 2022 |
Maturities of Long-term Debt [Abstract] | ||
2022 | $ 96,386 | |
2023 | 13,025 | |
2024 | 8,914 | |
2025 | 0 | |
2026 | 80,000 | |
Total debt | 198,325 | $ 196,778 |
Less: unamortized debt issuance costs and debt discount | (6,513) | (7,607) |
Plus: unamortized debt premium | 1,197 | 1,292 |
Total carrying amount of debt | 193,009 | 190,463 |
Seller's notes | ||
Maturities of Long-term Debt [Abstract] | ||
Total debt | 22,939 | 28,062 |
8.5% Senior unsecured notes | ||
Maturities of Long-term Debt [Abstract] | ||
2026 | 80,000 | |
Total debt | 80,000 | 80,000 |
Less: unamortized debt issuance costs and debt discount | (4,974) | |
Total carrying amount of debt | 75,026 | |
Convertible Debt | ||
Maturities of Long-term Debt [Abstract] | ||
2022 | 3,100 | |
Total debt | 3,100 | |
Less: unamortized debt issuance costs and debt discount | (363) | |
Total carrying amount of debt | 2,737 | |
Line of Credit | Revolving loan | ||
Maturities of Long-term Debt [Abstract] | ||
2022 | 63,786 | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
Total | 63,786 | 60,216 |
Less: unamortized debt issuance costs and debt discount | 0 | |
Plus: unamortized debt premium | 0 | |
Total carrying amount of debt | 63,786 | |
Term Loan | Real Estate financing term loan | ||
Maturities of Long-term Debt [Abstract] | ||
2022 | 28,500 | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
Total debt | 28,500 | $ 28,500 |
Less: unamortized debt issuance costs and debt discount | (1,176) | |
Plus: unamortized debt premium | 0 | |
Total carrying amount of debt | 27,324 | |
1-2-3.tv | Seller's notes | ||
Maturities of Long-term Debt [Abstract] | ||
2022 | 1,000 | |
2023 | 13,025 | |
2024 | 8,914 | |
Total debt | 22,939 | |
Plus: unamortized debt premium | 1,197 | |
Total carrying amount of debt | $ 24,136 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments Classification (Details) - USD ($) $ in Thousands | Oct. 29, 2022 | Jan. 29, 2022 |
Revolving loan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | $ 63,786 | $ 60,216 |
8.5% Senior unsecured notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | $ 27,968 | $ 70,176 |
Interest rate (as a percent) | 8.50% | 8.50% |
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 | 24,136 | 29,354 |
Convertible Debt | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 3,100 | |
Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 2,671 | 3,097 |
Level 1 | 8.5% Senior unsecured notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 27,968 | 70,176 |
Level 2 | Revolving loan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 63,786 | 60,216 |
Level 2 | 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 | Seller's notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 24,136 | 29,354 |
Level 2 | Convertible Debt | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 3,100 | |
Level 3 | Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | $ 2,671 | $ 3,097 |
Fair Value Measurements - Conti
Fair Value Measurements - Contingent Consideration (Details) $ in Thousands | 9 Months Ended |
Oct. 29, 2022 USD ($) | |
Contingent consideration | |
Beginning Balance | $ 3,097 |
Foreign currency translation adjustment | (356) |
Ending Balance | $ 2,741 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) - shares | Oct. 29, 2022 | May 11, 2022 | Jan. 29, 2022 |
Common Stock, Shares Authorized | 49,600,000 | 49,600,000 | 29,600,000 |
Common stock, shares issued | 28,916,847 | 21,571,387 | |
Common stock, shares outstanding | 28,916,847 | 21,571,387 | |
Preferred stock, shares authorized | 400,000 | 400,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common Stock | |||
Common Stock, Shares Authorized | 40,000,000 | ||
Capital Stock | |||
Common Stock, Shares Authorized | 10,000,000 | ||
Series A Junior Participating Cumulative Preferred Stock | |||
Common Stock, Shares Authorized | 400,000 | ||
Designated Common Stock | |||
Common Stock, Shares Authorized | 9,600,000 |
Shareholders' Equity - May 2022
Shareholders' Equity - May 2022 Private Placement Securities Purchase Agreement (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Jul. 22, 2022 USD ($) shares | May 16, 2022 USD ($) shares | May 11, 2022 $ / shares shares | Jun. 09, 2021 $ / shares shares | Feb. 18, 2021 $ / shares shares | Oct. 29, 2022 USD ($) $ / shares shares | Oct. 29, 2022 USD ($) $ / shares shares | Jan. 29, 2022 $ / shares shares | Oct. 30, 2021 $ / shares | |
Securities Purchase Agreements [Line Items] | |||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Common stock issued, Shares | 4,830,918 | 3,289,000 | |||||||
Warrants outstanding | 9,161,214 | 9,161,214 | |||||||
Change in fair value of contract liability, net | $ | $ 1,937 | ||||||||
Price per share of common stock | $ / shares | $ 9 | $ 7 | |||||||
Warrant exercise price per share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Common stock, shares authorized | 49,600,000 | 49,600,000 | 49,600,000 | 29,600,000 | |||||
Pre Funded Warrants | |||||||||
Securities Purchase Agreements [Line Items] | |||||||||
Warrants outstanding | 3,763,022 | 3,763,022 | |||||||
Registered Direct Offering | |||||||||
Securities Purchase Agreements [Line Items] | |||||||||
Common stock issued, Shares | 4,136,001 | ||||||||
Price per share of common stock | $ / shares | $ 3.07 | ||||||||
Period to receive approval from shareholder | 5 years | ||||||||
Warrant term | 6 years | ||||||||
Registered Direct Offering | Pre Funded Warrants | |||||||||
Securities Purchase Agreements [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 | ||||||||
Registered Direct Offering | Common Warrants | |||||||||
Securities Purchase Agreements [Line Items] | |||||||||
Common stock issued, Shares | 7,899,023 | ||||||||
Warrant exercise price per share | $ / shares | $ 2.94 | ||||||||
Over-Allotment Option | |||||||||
Securities Purchase Agreements [Line Items] | |||||||||
Common stock issued, Shares | 429,000 | ||||||||
May 2022 Private Placement | |||||||||
Securities Purchase Agreements [Line Items] | |||||||||
Common stock issued, Shares | 1,123,102 | ||||||||
Gross proceeds from private placement securities issuance | $ | $ 4,998 | ||||||||
Issuance costs | $ | $ 1,237 | $ 1,237 | |||||||
Number of common warrants classified as equity | 2,852,780 | ||||||||
Change in fair value of contract liability, net | $ | $ 1,937 | $ 1,937 | |||||||
May 2022 Private Placement | Average Yield | |||||||||
Securities Purchase Agreements [Line Items] | |||||||||
Average yield | 5 | 5 | |||||||
May 2022 Private Placement | Average Yield | Maximum | |||||||||
Securities Purchase Agreements [Line Items] | |||||||||
Average yield | 6 | 6 | |||||||
May 2022 Private Placement | Pre Funded Warrants | |||||||||
Securities Purchase Agreements [Line Items] | |||||||||
Number of warrants issued | 505,563 | ||||||||
Warrants outstanding | 2,684,679 | ||||||||
May 2022 Private Placement | Common Warrants | |||||||||
Securities Purchase Agreements [Line Items] | |||||||||
Number of warrants issued | 1,628,665 | ||||||||
Warrants outstanding | 5,942,138 | ||||||||
Craig-Hallum Capital Group LLC | Registered Direct Offering | |||||||||
Securities Purchase Agreements [Line Items] | |||||||||
Common stock issued, Shares | 97,720 | ||||||||
Number of shares called for each warrant | 97,720 | ||||||||
Single investor | May 2022 Private Placement | |||||||||
Securities Purchase Agreements [Line Items] | |||||||||
Common stock issued, Shares | 2,280,000 | ||||||||
Gross proceeds from private placement securities issuance | $ | $ 15,763 | ||||||||
Issuance costs | $ | $ 1,237 | ||||||||
Single investor | May 2022 Private Placement | Pre Funded Warrants | |||||||||
Securities Purchase Agreements [Line Items] | |||||||||
Number of warrants issued | 3,257,459 | ||||||||
Single investor | May 2022 Private Placement | Common Warrants | |||||||||
Securities Purchase Agreements [Line Items] | |||||||||
Number of warrants issued | 5,537,459 |
Shareholders' Equity - Warrants
Shareholders' Equity - Warrants (Details) - $ / shares | 9 Months Ended | |
Oct. 29, 2022 | Oct. 30, 2021 | |
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 9,161,214 | |
Warrants exercisable | 8,593,032 | |
Exercise Price (Per Share) | $ 0.001 | $ 0.001 |
Minimum | ||
Class of Warrant or Right [Line Items] | ||
Warrant exercise period | 5 years | |
Maximum | ||
Class of Warrant or Right [Line Items] | ||
Warrant exercise period | 6 years | |
Warrants Granted May 2, 2019 | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 349,998 | |
Warrants exercisable | 349,998 | |
Exercise Price (Per Share) | $ 15 | |
Expiration Date | May 02, 2024 | |
Warrants Granted April 17, 2020 | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 367,197 | |
Warrants exercisable | 367,197 | |
Exercise Price (Per Share) | $ 2.66 | |
Expiration Date | Apr. 14, 2025 | |
Warrants Granted May 22, 2020 | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 122,398 | |
Warrants exercisable | 122,398 | |
Exercise Price (Per Share) | $ 2.66 | |
Expiration Date | Apr. 14, 2025 | |
Warrants Granted June 8, 2020 | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 122,399 | |
Warrants exercisable | 122,399 | |
Exercise Price (Per Share) | $ 2.66 | |
Expiration Date | Apr. 14, 2025 | |
Warrants Granted June12, 2020 | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 122,398 | |
Warrants exercisable | 122,398 | |
Exercise Price (Per Share) | $ 2.66 | |
Expiration Date | Apr. 14, 2025 | |
Warrants Granted July 11, 2020 | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 244,798 | |
Warrants exercisable | 244,798 | |
Exercise Price (Per Share) | $ 2.66 | |
Expiration Date | Apr. 14, 2025 | |
Warrants Granted May 16, 2022 | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 5,537,459 | |
Warrants exercisable | 5,537,459 | |
Exercise Price (Per Share) | $ 2.94 | |
Expiration Date | May 14, 2028 | |
Warrants Granted July 22, 2022 | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 97,720 | |
Warrants exercisable | 97,720 | |
Exercise Price (Per Share) | $ 2.94 | |
Expiration Date | Jul. 20, 2028 | |
Warrants Granted July 22, 2022. | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 1,628,665 | |
Warrants exercisable | 1,628,665 | |
Exercise Price (Per Share) | $ 2.94 | |
Expiration Date | Jul. 20, 2028 | |
Warrants Granted September 7, 2022 | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 568,182 | |
Warrants exercisable | 0 | |
Exercise Price (Per Share) | $ 0.88 | |
Expiration Date | Sep. 07, 2027 | |
Pre Funded Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding | 3,763,022 |
Shareholders' Equity - Restrict
Shareholders' Equity - Restricted Stock Award (Details) | 9 Months Ended |
Oct. 29, 2022 | |
Shareholders' Equity | |
Period for recognition of unrecognized compensation cost | 1 year 9 months 18 days |
Shareholders' Equity - Stock Op
Shareholders' Equity - Stock Option Awards - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Oct. 29, 2022 | Apr. 30, 2022 | Oct. 30, 2021 | May 01, 2021 | Oct. 29, 2022 | Oct. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted, weighted average grant date fair value | $ 2.45 | |||||
Intrinsic value of options exercised | $ 0 | $ 0 | $ 0 | $ 0 | ||
Unrecognized compensation cost related to non-vested awards | 361 | $ 361 | ||||
Period for recognition of unrecognized compensation cost | 1 year 9 months 18 days | |||||
Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock option awards compensation expense | $ 57 | $ 64 | $ 173 | $ 116 |
Shareholders' Equity - Stock _2
Shareholders' Equity - Stock Option Awards - Grant Volatility (Details) - Stock Options | 9 Months Ended |
Oct. 29, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected Volatility Rate, Minimum | 82% |
Expected Volatility Rate, Maximum | 83% |
Expected term (in years) | 6 years |
Risk Free Interest Rate, Minimum | 2.40% |
Risk Free Interest Rate, Maximum | 2.70% |
Shareholders' Equity - Stock _3
Shareholders' Equity - Stock Option Awards - Activity (Details) | 9 Months Ended |
Oct. 29, 2022 $ / shares shares | |
The 2020 Equity Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Balance outstanding at beginning of period | shares | 147,500 |
Granted | shares | 51,000 |
Forfeited or canceled | shares | (31,000) |
Balance outstanding at end of period | shares | 167,500 |
Options exercisable | shares | 36,000 |
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 | 3.44 |
Forfeited or canceled, weighted average exercise price | $ / shares | 5.95 |
Balance outstanding at end of period, weighted average exercise price | $ / shares | 6.40 |
Options exercisable, weighted average exercise price | $ / shares | $ 7.45 |
A 2011 Omnibus Incentive Plan | |
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 | (10,000) |
Balance outstanding at end of period | shares | 15,700 |
Options exercisable | shares | 15,700 |
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 | 10.87 |
Balance outstanding at end of period, weighted average exercise price | $ / shares | 9.51 |
Options exercisable, weighted average exercise price | $ / shares | $ 9.51 |
A2004 Omnibus Incentive Stock Plan | |
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 | 46.20 |
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 | 9 Months Ended | |
Oct. 29, 2022 | Jan. 29, 2022 | |
The 2020 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options outstanding | 167,500 | 147,500 |
Options outstanding, weighted average exercise price | $ 6.40 | $ 7.33 |
Options outstanding, weighted average remaining contractual life | 8 years 10 months 24 days | |
Options outstanding, aggregate intrinsic value | $ 0 | |
Vested or expected to vest, outstanding | 148,800 | |
Vested or expected to vest, outstanding, weighted average exercise price | $ 6.42 | |
Vested or expected to vest, outstanding, weighted average remaining contractual life | 8 years 10 months 24 days | |
Vested or expected to vest, outstanding, aggregate intrinsic value | $ 0 | |
A 2011 Omnibus Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options outstanding | 15,700 | 25,700 |
Options outstanding, weighted average exercise price | $ 9.51 | $ 10.04 |
Options outstanding, weighted average remaining contractual life | 5 years 3 months 18 days | |
Options outstanding, aggregate intrinsic value | $ 0 | |
Vested or expected to vest, outstanding | 15,700 | |
Vested or expected to vest, outstanding, weighted average exercise price | $ 9.51 | |
Vested or expected to vest, outstanding, weighted average remaining contractual life | 5 years 3 months 18 days | |
Vested or expected to vest, outstanding, aggregate intrinsic value | $ 0 | |
A2004 Omnibus Incentive Stock Plan | ||
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 4 months 24 days | |
Options outstanding, aggregate intrinsic value | $ 0 | |
Vested or expected to vest, outstanding | 3,000 | |
Vested or expected to vest, outstanding, weighted average exercise price | $ 54.70 | |
Vested or expected to vest, outstanding, weighted average remaining contractual life | 1 year 4 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 | 3 Months Ended | 9 Months Ended | |||
Nov. 18, 2019 | Oct. 29, 2022 | Oct. 30, 2021 | Oct. 29, 2022 | Oct. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation cost related to non-vested awards | $ 361 | $ 361 | |||
Period for recognition of unrecognized compensation cost | 1 year 9 months 18 days | ||||
Share-based payment compensation | $ 3,205 | $ 2,385 | |||
Other non-recurring expense related to contract separation | 9,941 | ||||
Change in account receivable | (20,146) | (3,453) | |||
Change in inventories | $ 4,883 | 17,996 | |||
Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted, shares | 1,022,000 | ||||
Vested, shares | 453,000 | ||||
Unrecognized compensation cost related to non-vested awards | 3,202 | $ 3,202 | |||
Period for recognition of unrecognized compensation cost | 1 year 11 months 4 days | ||||
Share-based payment compensation | $ 595 | $ 53 | $ 1,555 | 246 | |
Restricted stock vested in period, total fair value | $ 976 | $ 1,255 | |||
Restricted Stock Units Time Based | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted, shares | 985,600 | ||||
Vested, shares | 453,000 | ||||
Award Vesting Period | 3 years | ||||
Director | Restricted Stock Units Time Based | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award Vesting Period | 12 months | ||||
Share-based Payment Arrangement, ABG-Shaq, LLC | Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted, shares | 400,000 | ||||
Total grant date fair value | $ 2,595 | ||||
Commercial agreement term | 3 years | ||||
Share-based Payment Arrangement Shaq R S U Grant Tranche One | Share-based Payment Arrangement, ABG-Shaq, LLC | Restricted Stock Units (RSUs) | |||||
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 | Share-based Payment Arrangement, ABG-Shaq, LLC | Restricted Stock Units (RSUs) | |||||
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 | Share-based Payment Arrangement, ABG-Shaq, LLC | Restricted Stock Units (RSUs) | |||||
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 | 9 Months Ended | ||
Apr. 30, 2022 | May 01, 2021 | May 02, 2020 | Oct. 29, 2022 | |
Performance Based Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted, shares | 36,400 | |||
Performance Share Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted, shares | 76,900 | 181,900 | ||
Performance Share Units | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of Units Vested | 0% | 0% | ||
Performance Share Units | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of Units Vested | 200% | 125% |
Shareholders' Equity - Non-Vest
Shareholders' Equity - Non-Vested Restricted Stock Units Activity (Details) | 9 Months Ended |
Oct. 29, 2022 $ / shares shares | |
Market Based Restricted Stock Units | |
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 | |
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 | 985,600 |
Vested, shares | shares | (453,000) |
Forfeited, shares | shares | (78,600) |
Non-vested restricted stock shares outstanding at end of period | shares | 1,485,300 |
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 | $ 7.46 |
Granted, weighted average grant date fair value per share | $ / shares | 3.71 |
Vested, weighted average grant date fair value per share | $ / shares | 6.67 |
Forfeited, weighted average grant date fair value per share | $ / shares | 5.02 |
Non-vested restricted stock shares outstanding at end of period, weighted average grant date fair value per share | $ / shares | $ 5.34 |
Performance Based Units | |
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) | |
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 | 1,022,000 |
Vested, shares | shares | (453,000) |
Forfeited, shares | shares | (78,600) |
Expired, shares | shares | (12,500) |
Non-vested restricted stock shares outstanding at end of period | shares | 1,789,900 |
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 | 3.64 |
Vested, weighted average grant date fair value per share | $ / shares | 6.67 |
Forfeited, weighted average grant date fair value per share | $ / shares | 5.02 |
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 | $ 5.06 |
Shareholders' Equity - Stock Co
Shareholders' Equity - Stock Compensation Plans (Details) - The 2020 Equity Incentive Plan | 9 Months Ended |
Oct. 29, 2022 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares authorized under the 2020 Plan | 3,000,000 |
Stock Options | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price of common stock, percent | 100% |
Award Vesting Period | 3 years |
Stock Options | Maximum | |
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 | 9 Months Ended | ||
Oct. 29, 2022 | Oct. 30, 2021 | Oct. 29, 2022 | Oct. 30, 2021 | |
Numerator: | ||||
Net loss attributable to shareholders | $ (21,298) | $ (9,492) | $ (45,885) | $ (16,970) |
Earnings allocated to participating share awards | 0 | 0 | 0 | 0 |
Net loss attributable to common shares - Basic and diluted | $ (21,298) | $ (9,492) | $ (45,885) | $ (16,970) |
Denominator: | ||||
Weighted average number of common shares outstanding - Basic | 29,415,680 | 21,503,340 | 25,932,294 | 18,710,658 |
Dilutive effect of stock options, non-vested shares and warrants | 0 | 0 | 0 | 0 |
Weighted average number of common shares outstanding - Diluted | 29,415,680 | 21,503,340 | 25,932,294 | 18,710,658 |
Net loss per common share | $ (0.72) | $ (0.44) | $ (1.77) | $ (0.91) |
Net loss per common share - assuming dilution | $ (0.72) | $ (0.44) | $ (1.77) | $ (0.91) |
Incremental common shares includes in calculation of basic EPS attributable to the effect of fully-paid warrants | 0 | 21,000 | 0 | 21,000 |
Warrant exercise price per share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 29,708,057 | 658,000 | 2,181,573 | 992,000 |
Business Segments and Sales b_3
Business Segments and Sales by Product Group - Net Sales by Segment and Significant Product Groups (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 29, 2022 USD ($) | Oct. 30, 2021 USD ($) | Oct. 29, 2022 USD ($) segment | Oct. 30, 2021 USD ($) | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Net sales | $ 123,264 | $ 130,681 | $ 411,042 | $ 357,325 |
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 | 101,150 | 105,468 | $ 341,612 | 313,497 |
Entertainment Segment | Jewelry & Watches | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Net sales | 34,080 | 38,343 | 123,515 | 123,216 |
Entertainment Segment | Health, Beauty and Wellness | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Net sales | 21,269 | 27,070 | 66,787 | 74,773 |
Entertainment Segment | Home Consumer | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Net sales | 21,953 | 15,918 | 62,887 | 42,837 |
Entertainment Segment | Fashion Accessories | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Net sales | 12,774 | 13,471 | 50,514 | 39,591 |
Entertainment Segment | Other | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Net sales | 11,074 | 10,666 | 37,909 | 33,080 |
Consumer Brands Segment | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Net sales | 9,493 | 13,713 | 32,621 | 29,234 |
Consumer Brands Segment | Jewelry & Watches | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Net sales | 16 | 75 | 195 | 276 |
Consumer Brands Segment | Home Consumer | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Net sales | 1,914 | 1,807 | 4,467 | |
Consumer Brands Segment | Fashion Accessories | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Net sales | 9,368 | 11,456 | 29,838 | 24,325 |
Consumer Brands Segment | Other Consumer Brands | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Net sales | 109 | 268 | 781 | 166 |
Media Commerce Services Segment | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Net sales | 12,621 | 11,500 | 36,809 | 14,594 |
Media Commerce Services Segment | Advertising & Search | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Net sales | $ 12,621 | $ 11,500 | $ 36,809 | $ 14,594 |
Business Segments and Sales b_4
Business Segments and Sales by Product Group - Performance Measures by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 29, 2022 | Oct. 30, 2021 | Oct. 29, 2022 | Oct. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 123,264 | $ 130,681 | $ 411,042 | $ 357,325 |
Gross Margin | 51,510 | 54,421 | 161,260 | 148,414 |
OpEx | (66,775) | (60,423) | (191,879) | (158,837) |
Operating Income (Loss) | (15,265) | (6,002) | (30,619) | (10,423) |
Entertainment Segment | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 101,150 | 105,468 | 341,612 | 313,497 |
Gross Margin | 42,649 | 44,396 | 135,080 | 129,032 |
Operating Income (Loss) | (19,271) | (6,824) | (41,395) | (11,636) |
Consumer Brands Segment | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 9,493 | 13,713 | 32,621 | 29,234 |
Gross Margin | 5,399 | 6,617 | 16,153 | 14,693 |
Operating Income (Loss) | 2,100 | 364 | 6,550 | 882 |
Media Commerce Services Segment | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 12,621 | 11,500 | 36,809 | 14,594 |
Gross Margin | 3,462 | 3,408 | 10,027 | 4,689 |
Operating Income (Loss) | $ 1,906 | $ 458 | $ 4,226 | $ 331 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Jan. 29, 2022 | Oct. 29, 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. 03, 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 | 9 Months Ended | 12 Months Ended | |||||
Jun. 09, 2021 USD ($) item shares | Feb. 18, 2021 USD ($) shares | Aug. 28, 2020 shares | Apr. 14, 2020 USD ($) shares | Oct. 29, 2022 USD ($) shares | Oct. 30, 2021 USD ($) | Jan. 29, 2022 USD ($) shares | |
Related Party Transaction [Line Items] | |||||||
Common stock and warrant issuance (in shares) | shares | 4,830,918 | 3,289,000 | |||||
Warrants outstanding | shares | 9,161,214 | ||||||
Proceeds from issuance of common stock and warrants | $ 39,955 | $ 21,224 | $ 20,761 | $ 61,368 | |||
Restricted Stock Units (RSUs) | |||||||
Related Party Transaction [Line Items] | |||||||
Granted, shares | shares | 1,022,000 | ||||||
Shares issued | shares | 1,789,900 | 1,312,000 | |||||
Famjams Trading L L C [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Accounts Receivable, Related Parties, Current | $ 5,285 | $ 4,974 | |||||
Purchased products from related party | 21,073 | 21,700 | |||||
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 | $ 6,000 | ||||||
Percentage of interest on cash deposit | 5% | ||||||
Famjams Trading L L C [Member] | Confidential Vendor Exclusivity Agreement [Member] | Line of Credit | |||||||
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) | |||||||
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% | ||||||
IWCA | 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 | ||||||
Total grant date fair value | $ 4,500 | ||||||
Granted, shares | shares | 442,043 | ||||||
Percentage of Units Vested | 20% | ||||||
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 | 7,788 | 1,356 | |||||
Purchased products from related party | 30,383 | 35,700 | |||||
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 | 251 | |||||
Commissions expense | $ 94 | 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 | $ 228 | 478 | |||||
Net trade payable owed to related party | 79 | 151 | |||||
The Hub Marketing Services, LLC [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Net trade payable owed to related party | 120 | 0 | |||||
Related Party Transaction, Expenses from Transactions with Related Party | 240 | 0 | |||||
WRNN-TV [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Net trade payable owed to related party | 1,638 | $ 1,583 | |||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 14,332 | $ 9,500 |
Restructuring Costs (Details)
Restructuring Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 29, 2022 | Oct. 30, 2021 | Oct. 29, 2022 | Oct. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 1,551 | $ 634 | $ 4,490 | $ 634 |
Severance Costs | 3,552 | |||
1-2-3.tv Group | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 938 | |||
Entertainment Segment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 4,280 | |||
Media Commerce Services Segment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 210 |
Restructuring Costs - Schedule
Restructuring Costs - Schedule of Activity Under the Restructuring Program (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 29, 2022 | Oct. 30, 2021 | Oct. 29, 2022 | Oct. 30, 2021 | |
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve, Beginning Balance | $ 557 | |||
Restructuring charges | $ 1,551 | $ 634 | 4,490 | $ 634 |
Cash Payments | (4,165) | |||
Restructuring Reserve, Ending Balance | 882 | 882 | ||
Severance [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring Reserve, Beginning Balance | 557 | |||
Restructuring charges | 3,312 | |||
Cash Payments | (2,987) | |||
Restructuring Reserve, Ending Balance | 882 | 882 | ||
Other Incremental Costs [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring charges | 1,178 | |||
Cash Payments | (1,178) | |||
Restructuring Reserve, Ending Balance | $ 0 | $ 0 |
Business Acquisitions - Dives_3
Business Acquisitions - Divestitures - 1-2-3.tv Group (Details) € in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Nov. 05, 2021 USD ($) installment | Nov. 05, 2021 EUR (€) installment | Oct. 29, 2022 USD ($) | Oct. 30, 2021 USD ($) | Oct. 29, 2022 USD ($) | Oct. 30, 2021 USD ($) | Oct. 29, 2022 EUR (€) | Jan. 29, 2022 USD ($) | Nov. 05, 2021 EUR (€) | |
Business Acquisition [Line Items] | |||||||||
Cash consideration | $ 23,500 | ||||||||
Revenue | $ 123,264 | $ 130,681 | $ 411,042 | 357,325 | |||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (21,298) | (9,492) | (46,300) | (17,252) | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | |||||||||
Goodwill | 87,741 | 87,741 | $ 99,050 | ||||||
1-2-3.tv | |||||||||
Business Acquisition [Line Items] | |||||||||
Revenue | 43,172 | 136,597 | |||||||
Business Acquisition, Pro Forma Information [Abstract] | |||||||||
Net sales | 173,853 | 493,975 | |||||||
Net income (loss) | $ (13,419) | $ (40,809) | |||||||
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 | 3,097 | $ 2,741 | $ 2,741 | € 2,680 | 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 | € | 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 | ||||||||
1-2-3.tv | Maximum | |||||||||
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 - Dives_4
Business Acquisitions - Divestitures - Synacor's Portal and Advertising Segment (Details) $ in Thousands | 9 Months Ended | |||
Jul. 30, 2021 USD ($) item | Oct. 30, 2021 USD ($) | Oct. 29, 2022 USD ($) | Jan. 29, 2022 USD ($) | |
Business Acquisition [Line Items] | ||||
Cash consideration | $ 23,500 | |||
Allocation of assets acquired and liabilities on respective fair value | ||||
Goodwill | $ 87,741 | $ 99,050 | ||
Synacor's Portal and Advertising Segment | ||||
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 | |||
Liabilities assumed | (7,864) | |||
Total consideration | $ 30,400 | |||
Synacor's Portal and Advertising Segment | Minimum | ||||
Business Acquisition [Line Items] | ||||
Interest rate (as a percent) | 6% | |||
Synacor's Portal and Advertising Segment | Maximum | ||||
Business Acquisition [Line Items] | ||||
Interest rate (as a percent) | 11% | |||
Synacor's Portal and Advertising Segment | Developed technology | ||||
Allocation of assets acquired and liabilities on respective fair value | ||||
Intangible assets | $ 1,100 | |||
Synacor's Portal and Advertising Segment | Customer lists and relationships | ||||
Allocation of assets acquired and liabilities on respective fair value | ||||
Intangible assets | $ 4,900 |
Business Acquisitions - Dives_5
Business Acquisitions - Divestitures - Christopher & Banks Transaction (Details) $ in Thousands | 9 Months Ended | |||
Mar. 01, 2021 USD ($) store | Oct. 30, 2021 USD ($) | Oct. 29, 2022 USD ($) | Jan. 29, 2022 USD ($) | |
Business Acquisition [Line Items] | ||||
Cash payment Paid | $ 23,500 | |||
Allocation of assets acquired and liabilities on respective fair value | ||||
Goodwill | $ 87,741 | $ 99,050 | ||
Christopher & Banks, LLC | ||||
Business Acquisition [Line Items] | ||||
Number of retail stores | store | 5 | |||
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 | |||
Liabilities assumed | (4,197) | |||
Total consideration | 5,000 | |||
Christopher & Banks, LLC | Developed technology | ||||
Allocation of assets acquired and liabilities on respective fair value | ||||
Intangible assets | 890 | |||
Christopher & Banks, LLC | Customer lists and relationships | ||||
Allocation of assets acquired and liabilities on respective fair value | ||||
Intangible assets | $ 400 |
Business Acquisitions - Dives_6
Business Acquisitions - Divestitures - The Closeout.com (Details) - The Closeout.com Joint Venture $ in Thousands | 1 Months Ended |
Jun. 30, 2022 USD ($) | |
Business Acquisition [Line Items] | |
Interest in the joint venture | 51% |
Total consideration received | $ 3,505,000 |
Loss on sale of investment | $ 985 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | 1 Months Ended | ||||
Jul. 22, 2022 USD ($) shares | May 16, 2022 USD ($) shares | Jun. 09, 2021 shares | Feb. 18, 2021 shares | Nov. 30, 2022 USD ($) building | |
Subsequent Event [Line Items] | |||||
Common stock issued, Shares | 4,830,918 | 3,289,000 | |||
May 2022 Private Placement | |||||
Subsequent Event [Line Items] | |||||
Common stock issued, Shares | 1,123,102 | ||||
Gross proceeds from private placement securities issuance | $ | $ 4,998 | ||||
May 2022 Private Placement | Common Warrants | |||||
Subsequent Event [Line Items] | |||||
Number of warrants issued | 1,628,665 | ||||
Single investor | May 2022 Private Placement | |||||
Subsequent Event [Line Items] | |||||
Common stock issued, Shares | 2,280,000 | ||||
Gross proceeds from private placement securities issuance | $ | $ 15,763 | ||||
Single investor | May 2022 Private Placement | Common Warrants | |||||
Subsequent Event [Line Items] | |||||
Number of warrants issued | 5,537,459 | ||||
Subsequent Event [Member] | Pontus Capital, LLC | |||||
Subsequent Event [Line Items] | |||||
Purchase price, sales-leaseback transaction | $ | $ 48,000 | ||||
lease term, sales-leaseback transaction | twenty-one | ||||
Subsequent Event [Member] | Bowling Green, KY | Pontus Capital, LLC | |||||
Subsequent Event [Line Items] | |||||
Number of Buildings Marketed | building | 2 | ||||
Subsequent Event [Member] | Eden Prairie, MN | Pontus Capital, LLC | |||||
Subsequent Event [Line Items] | |||||
Number of Buildings Marketed | building | 1 |