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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Fiscal Year Ended January 31, 2015
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or
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||
o
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Minnesota
(State or Other Jurisdiction of Incorporation or Organization)
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41-1673770
(I.R.S. Employer Identification No.)
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6740 Shady Oak Road, Eden Prairie, MN
(Address of Principal Executive Offices)
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55344-3433
(Zip Code)
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Large accelerated filer
o
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Accelerated filer
þ
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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EX-10.24
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EX-10.25
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EX-10.36
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EX-21
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EX-23
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EX-31.1
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EX-31.2
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EX-32
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Merchandise Category
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Fiscal 2014
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Fiscal 2013
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Fiscal 2012
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Jewelry & Watches
|
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42%
|
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43%
|
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52%
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Home & Consumer Electronics
|
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29%
|
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33%
|
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27%
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Beauty, Health & Fitness
|
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14%
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13%
|
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13%
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Fashion & Accessories
|
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15%
|
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11%
|
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8%
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Name
|
|
Age
|
|
Position(s) Held
|
Mark C. Bozek
|
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55
|
|
Chief Executive Officer and Director
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G. Robert Ayd
|
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66
|
|
President
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William J. McGrath
|
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57
|
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Executive Vice President — Chief Financial Officer
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G. Russell Nuce
|
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50
|
|
Executive Vice President - Chief Strategy Officer
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Jean-Guillaume Sabatier
|
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45
|
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Senior Vice President — Sales & Product Planning and Programming
|
Teresa J. Dery
|
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48
|
|
Senior Vice President — General Counsel
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Michael A. Murray
|
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56
|
|
Senior Vice President — Operations
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Nicholas J. Vassallo
|
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51
|
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Vice President — Corporate Controller
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Beth K. McCartan
|
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45
|
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Vice President — Financial Planning & Analysis
|
Ashish G. Akolkar
|
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42
|
|
Vice President — IT Operations
|
•
|
we could experience declines in sales per digital tier subscriber because of the increased number of channels offered on digital systems competing for the same number of viewers and the higher channel location we typically are assigned in digital tiers;
|
•
|
more competitors may enter the marketplace as additional channel capacity is added;
|
•
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we may not be able to successfully negotiate renewal terms for our programming distribution agreements that are favorable to us or that offer our programming to viewers within a suitable programming tier at a desirable channel position; and
|
•
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more programming options being available to the viewing public in the form of new television networks and time-shifted viewing (
e.g.
, personal video recorders, video-on-demand, interactive television and streaming video over broadband internet connections).
|
•
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cable, satellite, and telecommunication providers are facing competition from new services which could result in a loss of subscribers.
|
•
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delaying, deferring or preventing a change in corporate control;
|
•
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impeding a merger, consolidation, takeover or other business combination involving us; or
|
•
|
discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us.
|
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High
|
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Low
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||||
Fiscal 2014
|
|
|
|
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||||
First Quarter
|
|
$
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6.60
|
|
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$
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4.38
|
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Second Quarter
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5.27
|
|
4.20
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||||
Third Quarter
|
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5.82
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4.43
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||||
Fourth Quarter
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7.00
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5.32
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||||
Fiscal 2013
|
|
|
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||||
First Quarter
|
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$
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4.47
|
|
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$
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2.57
|
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Second Quarter
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6.35
|
|
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3.66
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Third Quarter
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6.20
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|
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4.11
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Fourth Quarter
|
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7.06
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4.99
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Period
|
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Total Number of Shares Purchased (1)
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Average Price Paid per Share (1)
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Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
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Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
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||||||
November 30, 2014 through January 31, 2015
|
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34,400
|
|
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$
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6.10
|
|
|
—
|
|
|
$
|
—
|
|
|
|
January 30,
2010 |
|
January 29,
2011 |
|
January 28,
2012 |
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February 2, 2013
|
|
February 1, 2014
|
|
January 31, 2015
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||||||||||||
EVINE Live Inc.
|
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$
|
100.00
|
|
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$
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156.55
|
|
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$
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37.38
|
|
|
$
|
67.48
|
|
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$
|
149.76
|
|
|
$
|
152.18
|
|
NASDAQ Composite Index
|
|
$
|
100.00
|
|
|
$
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126.31
|
|
|
$
|
133.72
|
|
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$
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152.92
|
|
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$
|
200.01
|
|
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$
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228.61
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S&P 500 Retailing Index
|
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$
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100.00
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$
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127.17
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|
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$
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144.23
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|
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$
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183.31
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|
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$
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229.70
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|
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$
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275.85
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Morningstar Specialty Retail Index
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$
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100.00
|
|
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$
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133.41
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|
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$
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143.15
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|
|
$
|
185.77
|
|
|
$
|
219.91
|
|
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$
|
229.26
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Plan Category
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Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
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Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
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Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans
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||
Equity Compensation Plans Approved by Security Holders
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4,495,200
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$5.33
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2,658,400
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(1)
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|
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||
Equity Compensation Plans Not Approved by Security Holders
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450,000
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(2)
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$4.51
|
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—
|
|
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Total
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4,945,200
|
|
|
|
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$5.25
|
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2,658,400
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(1)
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Includes securities available for future issuance under shareholder approved compensation plans other than upon the exercise of outstanding options, warrants or rights, as follows: 2,658,400 shares under the 2011 Omnibus Stock Plan.
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(2)
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Reflects 450,000 shares of common stock issuable upon exercise of nonstatutory employee stock options granted at exercise prices equal to the fair market value of a share of common stock on the date of grant. Nonstatutory employee stock options have historically been granted to new employees as inducement grants when shareholder approved equity compensation plan shares have been depleted. Each of these options expires ten years from the grant date and vests over three years.
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Year Ended
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||||||||||||||||||
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January 31, 2015(a)
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February 1, 2014(b)
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February 2, 2013(c)
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|
January 28, 2012(d)
|
|
January 29, 2011(e)
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||||||||||
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(In thousands, except per share data)
|
||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
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|
|
|
|
|
|
|
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|
|||||
Net sales
|
|
$
|
674,618
|
|
|
$
|
640,489
|
|
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$
|
586,820
|
|
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$
|
558,394
|
|
|
$
|
562,273
|
|
Gross profit
|
|
245,048
|
|
|
230,024
|
|
|
212,372
|
|
|
204,095
|
|
|
199,529
|
|
|||||
Operating income (loss)
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|
1,003
|
|
|
77
|
|
|
(23,297
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)
|
|
(16,838
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)
|
|
(15,466
|
)
|
|||||
Net loss
|
|
(1,378
|
)
|
|
(2,515
|
)
|
|
(27,676
|
)
|
|
(48,064
|
)
|
|
(25,868
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Per Share Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net loss per common share
|
|
$
|
(0.03
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.57
|
)
|
|
$
|
(1.03
|
)
|
|
$
|
(0.78
|
)
|
Net loss per common share — assuming dilution
|
|
$
|
(0.03
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.57
|
)
|
|
$
|
(1.03
|
)
|
|
$
|
(0.78
|
)
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
|
53,459
|
|
|
49,505
|
|
|
48,875
|
|
|
46,451
|
|
|
33,326
|
|
|||||
Diluted
|
|
53,459
|
|
|
49,505
|
|
|
48,875
|
|
|
46,451
|
|
|
33,326
|
|
|
|
January 31, 2015
|
|
February 1, 2014
|
|
February 2, 2013
|
|
January 28, 2012
|
|
January 29, 2011
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash
|
|
$
|
19,828
|
|
|
$
|
29,177
|
|
|
$
|
26,477
|
|
|
$
|
32,957
|
|
|
$
|
46,471
|
|
Restricted cash and investments
|
|
2,100
|
|
|
2,100
|
|
|
2,100
|
|
|
2,100
|
|
|
4,961
|
|
|||||
Current assets
|
|
200,943
|
|
|
195,857
|
|
|
170,712
|
|
|
163,271
|
|
|
185,357
|
|
|||||
Property, equipment and other assets
|
|
56,748
|
|
|
37,848
|
|
|
41,387
|
|
|
55,189
|
|
|
53,002
|
|
|||||
Total assets
|
|
257,691
|
|
|
233,705
|
|
|
212,099
|
|
|
218,460
|
|
|
238,359
|
|
|||||
Current liabilities
|
|
119,961
|
|
|
115,916
|
|
|
96,400
|
|
|
91,364
|
|
|
103,798
|
|
|||||
Series B redeemable preferred stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,599
|
|
|||||
Other long-term obligations
|
|
53,202
|
|
|
39,581
|
|
|
38,420
|
|
|
25,507
|
|
|
36,810
|
|
|||||
Shareholders’ equity
|
|
84,528
|
|
|
78,208
|
|
|
77,279
|
|
|
101,589
|
|
|
83,152
|
|
|
|
Year Ended
|
||||||||||||||||||
|
|
January 31, 2015
|
|
February 1, 2014
|
|
February 2, 2013
|
|
January 28, 2012
|
|
January 29, 2011
|
||||||||||
|
|
(In thousands, except statistical data)
|
||||||||||||||||||
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gross profit
|
|
36.3
|
%
|
|
35.9
|
%
|
|
36.2
|
%
|
|
36.6
|
%
|
|
35.5
|
%
|
|||||
Working capital
|
|
$
|
80,982
|
|
|
$
|
79,941
|
|
|
$
|
74,312
|
|
|
$
|
71,907
|
|
|
$
|
81,559
|
|
Current ratio
|
|
1.7
|
|
|
1.7
|
|
|
1.8
|
|
|
1.8
|
|
|
1.8
|
|
|||||
Adjusted EBITDA (as defined)(f)
|
|
$
|
22,773
|
|
|
$
|
18,012
|
|
|
$
|
4,494
|
|
|
$
|
996
|
|
|
$
|
2,351
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Flows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating
|
|
$
|
(1,315
|
)
|
|
$
|
13,953
|
|
|
$
|
(8,482
|
)
|
|
$
|
(12,949
|
)
|
|
$
|
327
|
|
Investing
|
|
$
|
(25,178
|
)
|
|
$
|
(11,077
|
)
|
|
$
|
(10,055
|
)
|
|
$
|
(7,819
|
)
|
|
$
|
(7,430
|
)
|
Financing
|
|
$
|
17,144
|
|
|
$
|
(176
|
)
|
|
$
|
12,057
|
|
|
$
|
7,254
|
|
|
$
|
36,574
|
|
(a)
|
Results of operations for fiscal 2014 includes activist shareholder response charges of approximately $3.5 million and executive transition costs of $5.5 million.
|
(b)
|
Results of operations for fiscal 2013 includes activist shareholder response charges of approximately $2.1 million.
|
(c)
|
Results of operations for fiscal 2012 includes an
$11.1 million
write-down of our FCC broadcast license and a $500,000 charge resulting from the early retirement of our $25 million term loan. Also, as a result of the Company's retail accounting calendar, fiscal 2012 includes 53 weeks of operations as compared to 52 weeks for the other periods presented. See Notes 2, 4 and 8 to the consolidated financial statements.
|
(d)
|
Results of operations for fiscal 2011 includes a $25.7 million total charge related to the early preferred stock debt extinguishment.
|
(e)
|
Results of operations for fiscal 2010 include the following: (i) a $1.2 million charge due to early payment of preferred stock obligations and (ii) a $1.1 million charge related to incremental restructuring charges incurred in fiscal 2010.
|
(f)
|
EBITDA as defined for this statistical presentation represents net income (loss) for the respective periods excluding depreciation and amortization expense, interest income (expense) and income taxes. We define Adjusted EBITDA as EBITDA excluding debt extinguishment; non-operating gains (losses); non-cash impairment charges and write downs; activist shareholder response costs; executive transition costs; restructuring costs; and non-cash share-based compensation expense. Management has included the term Adjusted EBITDA in its EBITDA reconciliation in order to adequately assess the operating performance of our television and online businesses and in order to maintain comparability to our analyst’s coverage and financial guidance, when given. Management believes that Adjusted EBITDA allows investors to make a meaningful comparison between our business operating results over different periods of time with those of other similar companies. In addition, management uses Adjusted EBITDA as a metric to evaluate operating performance under its management and executive incentive compensation programs. Adjusted EBITDA should not be construed as an alternative to operating income (loss), net income (loss) or to cash flows from operating activities as determined in accordance with generally accepted accounting principles and should not be construed as a measure of liquidity. Adjusted EBITDA may not be comparable to similarly entitled measures reported by other companies.
|
|
|
Year Ended
|
||||||||||||||||||
|
|
January 31, 2015
|
|
February 1, 2014
|
|
February 2, 2013
|
|
January 28, 2012
|
|
January 29, 2011
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Adjusted EBITDA
|
|
$
|
22,773
|
|
|
$
|
18,012
|
|
|
$
|
4,494
|
|
|
$
|
996
|
|
|
$
|
2,351
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Activist shareholder response costs
|
|
(3,518
|
)
|
|
(2,133
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Debt extinguishment
|
|
—
|
|
|
—
|
|
|
(500
|
)
|
|
(25,679
|
)
|
|
(1,235
|
)
|
|||||
Non-operating gains (losses)
|
|
—
|
|
|
—
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|||||
FCC license impairment
|
|
—
|
|
|
—
|
|
|
(11,111
|
)
|
|
—
|
|
|
—
|
|
|||||
Restructuring costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,130
|
)
|
|||||
Executive transition costs
|
|
(5,520
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Non-cash share-based compensation expense
|
|
(3,860
|
)
|
|
(3,217
|
)
|
|
(3,257
|
)
|
|
(5,007
|
)
|
|
(3,350
|
)
|
|||||
EBITDA (as defined)
|
|
$
|
9,875
|
|
|
$
|
12,662
|
|
|
$
|
(10,274
|
)
|
|
$
|
(29,690
|
)
|
|
$
|
(3,364
|
)
|
A reconciliation of EBITDA to net loss is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
EBITDA (as defined)
|
|
$
|
9,875
|
|
|
$
|
12,662
|
|
|
$
|
(10,274
|
)
|
|
$
|
(29,690
|
)
|
|
$
|
(3,364
|
)
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
|
(8,872
|
)
|
|
(12,585
|
)
|
|
(13,423
|
)
|
|
(12,827
|
)
|
|
(13,337
|
)
|
|||||
Interest income
|
|
10
|
|
|
18
|
|
|
11
|
|
|
64
|
|
|
51
|
|
|||||
Interest expense
|
|
(1,572
|
)
|
|
(1,437
|
)
|
|
(3,970
|
)
|
|
(5,527
|
)
|
|
(9,795
|
)
|
|||||
Income taxes
|
|
(819
|
)
|
|
(1,173
|
)
|
|
(20
|
)
|
|
(84
|
)
|
|
577
|
|
|||||
Net loss
|
|
$
|
(1,378
|
)
|
|
$
|
(2,515
|
)
|
|
$
|
(27,676
|
)
|
|
$
|
(48,064
|
)
|
|
$
|
(25,868
|
)
|
|
|
For the Years Ended
|
||||
|
|
January 31,
2015 |
|
February 1,
2014 |
|
February 2,
2013 |
Merchandise Category
|
|
|
|
|
|
|
Jewelry & Watches
|
|
42%
|
|
43%
|
|
52%
|
Home & Consumer Electronics
|
|
29%
|
|
33%
|
|
27%
|
Beauty, Health & Fitness
|
|
14%
|
|
13%
|
|
13%
|
Fashion & Accessories
|
|
15%
|
|
11%
|
|
8%
|
|
|
Year Ended (a)
|
|||||||
|
|
January 31,
2015 |
|
February 1,
2014 |
|
February 2,
2013 |
|||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Gross margin
|
|
36.3
|
%
|
|
35.9
|
%
|
|
36.2
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|||
Distribution and selling
|
|
30.0
|
%
|
|
30.0
|
%
|
|
32.9
|
%
|
General and administrative
|
|
3.6
|
%
|
|
3.7
|
%
|
|
3.1
|
%
|
Depreciation and amortization
|
|
1.3
|
%
|
|
1.9
|
%
|
|
2.3
|
%
|
Activist shareholder response costs
|
|
0.5
|
%
|
|
0.3
|
%
|
|
—
|
%
|
Executive transition costs
|
|
0.8
|
%
|
|
—
|
%
|
|
—
|
%
|
FCC license impairment
|
|
—
|
%
|
|
—
|
%
|
|
1.9
|
%
|
Total operating expenses
|
|
36.2
|
%
|
|
35.9
|
%
|
|
40.2
|
%
|
Operating income (loss)
|
|
0.1
|
%
|
|
—
|
%
|
|
(4.0
|
)%
|
Interest expense, net
|
|
(0.2
|
)%
|
|
(0.2
|
)%
|
|
(0.7
|
)%
|
Loss before income taxes
|
|
(0.1
|
)%
|
|
(0.2
|
)%
|
|
(4.7
|
)%
|
Income taxes
|
|
(0.1
|
)%
|
|
(0.2
|
)%
|
|
—
|
%
|
Net loss
|
|
(0.2
|
)%
|
|
(0.4
|
)%
|
|
(4.7
|
)%
|
|
|
Year Ended (a)
|
|||||||||||||
|
|
January 31, 2015
|
|
Change
|
|
February 1, 2014
|
|
Change
|
|
February 2, 2013
|
|||||
Program Distribution
|
|
|
|
|
|
|
|
|
|
|
|||||
Total homes (average 000's)
|
|
87,481
|
|
|
2
|
%
|
|
86,120
|
|
|
4
|
%
|
|
82,761
|
|
Merchandise Metrics
|
|
|
|
|
|
|
|
|
|
|
|||||
Gross margin %
|
|
36.3
|
%
|
|
+40 bps
|
|
|
35.9
|
%
|
|
(30) bps
|
|
|
36.2
|
%
|
Net shipped units (000's)
|
|
9,055
|
|
|
27
|
%
|
|
7,152
|
|
|
27
|
%
|
|
5,620
|
|
Average selling price
|
|
$67
|
|
(17
|
)%
|
|
$81
|
|
(16
|
)%
|
|
$96
|
|||
Return rate
|
|
21.5
|
%
|
|
(80) bps
|
|
|
22.3
|
%
|
|
+20 bps
|
|
|
22.1
|
%
|
Online net sales % (b)
|
|
44.6
|
%
|
|
(60) bps
|
|
|
45.2
|
%
|
|
(50) bps
|
|
|
45.7
|
%
|
Total Customers - 12 Month Rolling (000's)
|
|
1,446
|
|
|
7
|
%
|
|
1,357
|
|
|
18
|
%
|
|
1,147
|
|
|
|
Actual Fiscal 2014 (52 Weeks)
|
|
Actual Fiscal 2013 (52 Weeks)
|
|
Pro Forma Fiscal 2012 (52 Weeks)
|
||||||
Results of Operations (in millions)
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
674.6
|
|
|
$
|
640.5
|
|
|
$
|
574.1
|
|
Gross profit
|
|
$
|
245.0
|
|
|
$
|
230.0
|
|
|
$
|
208.3
|
|
Adjusted EBITDA
|
|
$
|
22.8
|
|
|
$
|
18.0
|
|
|
$
|
4.2
|
|
Net loss
|
|
$
|
(1.4
|
)
|
|
$
|
(2.5
|
)
|
|
$
|
(27.7
|
)
|
|
|
|
|
|
|
|
||||||
Operating Metrics (in thousands)
|
|
|
|
|
|
|
||||||
Net shipped units
|
|
9,055
|
|
|
7,152
|
|
|
5,495
|
|
|||
Total Customers - 12 Month Rolling
|
|
1,446
|
|
|
1,357
|
|
|
1,132
|
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total
|
||||||||||
|
|
(In thousands, except percentages and per share amounts)
|
||||||||||||||||||
Fiscal 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
159,701
|
|
|
$
|
156,587
|
|
|
$
|
157,106
|
|
|
$
|
201,224
|
|
|
$
|
674,618
|
|
Gross profit
|
|
60,006
|
|
|
60,435
|
|
|
59,066
|
|
|
65,541
|
|
|
245,048
|
|
|||||
Gross profit margin
|
|
37.6
|
%
|
|
38.6
|
%
|
|
37.6
|
%
|
|
32.6
|
%
|
|
36.3
|
%
|
|||||
Operating expenses
|
|
58,954
|
|
|
64,142
|
|
|
59,263
|
|
|
61,686
|
|
|
244,045
|
|
|||||
Operating income (loss) (a)
|
|
1,052
|
|
|
(3,707
|
)
|
|
(197
|
)
|
|
3,855
|
|
|
1,003
|
|
|||||
Other expense, net
|
|
(391
|
)
|
|
(381
|
)
|
|
(404
|
)
|
|
(386
|
)
|
|
(1,562
|
)
|
|||||
Income tax provision
|
|
(201
|
)
|
|
(201
|
)
|
|
(207
|
)
|
|
(210
|
)
|
|
(819
|
)
|
|||||
Net income (loss) (a)
|
|
$
|
460
|
|
|
$
|
(4,289
|
)
|
|
$
|
(808
|
)
|
|
$
|
3,259
|
|
|
$
|
(1,378
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) per share
|
|
$
|
0.01
|
|
|
$
|
(0.08
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
0.06
|
|
|
$
|
(0.03
|
)
|
Net income (loss) per share — assuming dilution
|
|
$
|
0.01
|
|
|
$
|
(0.08
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
0.06
|
|
|
$
|
(0.03
|
)
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
49,844
|
|
|
52,200
|
|
|
55,433
|
|
|
56,357
|
|
|
53,459
|
|
|||||
Diluted
|
|
56,341
|
|
|
52,200
|
|
|
55,433
|
|
|
57,598
|
|
|
53,459
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal 2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
151,354
|
|
|
$
|
148,564
|
|
|
$
|
147,318
|
|
|
$
|
193,253
|
|
|
$
|
640,489
|
|
Gross profit
|
|
57,033
|
|
|
55,657
|
|
|
55,235
|
|
|
62,099
|
|
|
230,024
|
|
|||||
Gross profit margin
|
|
37.7
|
%
|
|
37.5
|
%
|
|
37.5
|
%
|
|
32.1
|
%
|
|
35.9
|
%
|
|||||
Operating expenses
|
|
55,349
|
|
|
55,817
|
|
|
55,808
|
|
|
62,973
|
|
|
229,947
|
|
|||||
Operating income (loss) (b)
|
|
1,684
|
|
|
(160
|
)
|
|
(573
|
)
|
|
(874
|
)
|
|
77
|
|
|||||
Other expense, net
|
|
(367
|
)
|
|
(345
|
)
|
|
(352
|
)
|
|
(355
|
)
|
|
(1,419
|
)
|
|||||
Income tax provision
|
|
(294
|
)
|
|
(294
|
)
|
|
(292
|
)
|
|
(293
|
)
|
|
(1,173
|
)
|
|||||
Net income (loss) (b)
|
|
$
|
1,023
|
|
|
$
|
(799
|
)
|
|
$
|
(1,217
|
)
|
|
$
|
(1,522
|
)
|
|
$
|
(2,515
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) per share
|
|
$
|
0.02
|
|
|
$
|
(0.02
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.05
|
)
|
Net income (loss) per share — assuming dilution
|
|
$
|
0.02
|
|
|
$
|
(0.02
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.05
|
)
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
49,227
|
|
|
49,407
|
|
|
49,605
|
|
|
49,782
|
|
|
49,505
|
|
|||||
Diluted
|
|
54,654
|
|
|
49,407
|
|
|
49,605
|
|
|
49,782
|
|
|
49,505
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
Total
|
|
Less than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than
5 Years
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Cable and satellite agreements (a)
|
|
$
|
176,020
|
|
|
$
|
81,626
|
|
|
$
|
94,394
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long term credit facility
|
|
52,707
|
|
|
1,736
|
|
|
50,971
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases
|
|
2,362
|
|
|
1,456
|
|
|
906
|
|
|
—
|
|
|
—
|
|
|||||
Capital leases
|
|
91
|
|
|
55
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|||||
Employment agreements
|
|
4,626
|
|
|
3,501
|
|
|
1,125
|
|
|
—
|
|
|
—
|
|
|||||
Distribution center expansion
|
|
10,100
|
|
|
10,100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase order obligations
|
|
114,124
|
|
|
114,124
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
360,030
|
|
|
$
|
212,598
|
|
|
$
|
147,432
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
Future cable and satellite payment commitments are based on subscriber levels as of
January 31, 2015
and commitments entered into as of the date of this report. Future payment commitment amounts could increase or decrease as the number of cable and satellite subscribers increase or decrease, or with changes in channel position. Under certain circumstances, operators or we may cancel the agreements prior to expiration.
|
•
|
Accounts receivable.
We utilize 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 in which we bear the risk of collection. The percentage of our net sales generated utilizing our ValuePay payment program over the past three fiscal years ranged from
74% to 79%
. As of
January 31, 2015
and
February 1, 2014
, we had approximately
$106.7 million
and
$101.7 million
, respectively, due from customers under the ValuePay installment program. We maintain
|
•
|
Inventory.
We value our inventory, which consists primarily of consumer merchandise held for resale, principally at the lower of average cost or net realizable value. As of
January 31, 2015
and
February 1, 2014
, we had inventory balances of
$61.5 million
and
$51.2 million
, respectively. We regularly review inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on a percentage of the inventory balance as determined by its age and specific product category. In determining these percentages, we look at our historical write off experience, the specific merchandise categories on hand, our historic recovery percentages on liquidations, forecasts of future product television shows, historic show pricing and the current market value of gold. Provision for excess and obsolete inventory for
fiscal 2014, fiscal 2013 and fiscal 2012
was
$3.8 million
for each year. Based on our
fiscal 2014
inventory write down experience, a
10%
increase or decrease in inventory write downs would have had an impact of approximately
$384,000
on consolidated gross profit.
|
•
|
Product returns.
We record a reserve as a reduction of gross sales for anticipated product returns at each month-end and must make estimates of potential future product returns related to current period product revenue. Our return rates on our television and online sales were
21.5%
in
fiscal 2014
,
22.3%
in
fiscal 2013
, and
22.1%
in
fiscal 2012
. We estimate and evaluate the adequacy of our returns reserve by analyzing historical returns by merchandise category, looking at current economic trends and changes in customer demand and by analyzing the acceptance of new product lines. Assumptions and estimates are made and used in connection with establishing the sales returns reserve in any accounting period. Reserves for future product returns, included in accrued liabilities in the accompanying balance sheets at the end of
fiscal 2014
and
fiscal 2013
were
$5.6 million
and
$4.9 million
, respectively. Based on our
fiscal 2014
sales returns, a one-point increase or decrease in our television and online sales returns rate would have had an impact of approximately
$3.5 million
on gross profit.
|
•
|
FCC broadcasting license
. As of
January 31, 2015
and
February 1, 2014
, we have recorded an intangible FCC broadcasting license asset totaling
$12.0 million
, as a result of our acquisition of Boston television station WWDP TV in fiscal 2003. We annually review our FCC television broadcast license for impairment in the fourth quarter, or more frequently if an impairment indicator is present. We estimated the fair value of our FCC television broadcast license primarily by using income-based discounted cash flow models with the assistance of an independent outside fair value consultant. The discounted cash flow models utilize a range of assumptions including revenues, operating profit margin, projected capital expenditures and a discount rate. We also consider comparable asset market and sales data for recent comparable market transactions for standalone television broadcasting stations to assist in determining fair value. During our annual fiscal 2012 fair value assessment and utilizing independent market data, assumptions in our discounted cash flow models reflected declines in independent television station industry revenues and operating margins due to television station rating declines and reduced advertising purchases on local broadcast television stations. As a result, cash flows from our discounted cash flow model did not support recovery of the asset's carrying value and we recorded an
$11.1 million
non-cash impairment charge in the fourth quarter of fiscal 2012. While we believe that our estimates and assumptions regarding the valuation of the license are reasonable, different assumptions or future events could materially affect its valuation. In addition, due to the illiquid nature of this asset, our valuation for this license could be materially different if we were to decide to sell it in the short term which, upon revaluation, could result in a future impairment of this asset.
|
•
|
Deferred taxes.
We account for income taxes under the liability method of accounting whereby income taxes are recognized during the fiscal year in which transactions enter into the determination of financial statement income (loss). Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement and tax basis of assets and liabilities. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of the enactment of such laws. We assess the recoverability of our deferred tax assets in accordance with GAAP. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. In accordance with that standard, as of
January 31, 2015
and
February 1, 2014
, we recorded a valuation allowance of approximately
$124.3 million
and
$121.9 million
, respectively, for our net deferred tax assets, including net operating loss carryforwards. Based on our recent history of losses, a full valuation allowance
|
|
|
|
Page
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheets as of January 31, 2015 and February 1, 2014
|
|
Consolidated Statements of Operations for the Years Ended January 31, 2015, February 1, 2014 and February 2, 2013
|
|
Consolidated Statements of Shareholders’ Equity for the Years Ended January 31, 2015, February 1, 2014 and February 2, 2013
|
|
Consolidated Statements of Cash Flows for the Years Ended January 31, 2015, February 1, 2014 and February 2, 2013
|
|
Notes to Consolidated Financial Statements
|
|
Financial Statement Schedule — Schedule II — Valuation and Qualifying Accounts
|
|
|
|
||||||
|
|
|
||||||
|
|
January 31,
2015 |
|
February 1,
2014 |
||||
|
|
(In thousands, except share and per share data)
|
||||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash
|
|
$
|
19,828
|
|
|
$
|
29,177
|
|
Restricted cash and investments
|
|
2,100
|
|
|
2,100
|
|
||
Accounts receivable, net
|
|
112,275
|
|
|
107,386
|
|
||
Inventories
|
|
61,456
|
|
|
51,162
|
|
||
Prepaid expenses and other
|
|
5,284
|
|
|
6,032
|
|
||
Total current assets
|
|
200,943
|
|
|
195,857
|
|
||
Property & equipment, net
|
|
42,759
|
|
|
24,952
|
|
||
FCC broadcasting license
|
|
12,000
|
|
|
12,000
|
|
||
Other assets
|
|
1,989
|
|
|
896
|
|
||
|
|
$
|
257,691
|
|
|
$
|
233,705
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
81,457
|
|
|
$
|
77,296
|
|
Accrued liabilities
|
|
36,683
|
|
|
38,535
|
|
||
Current portion of long term credit facility
|
|
1,736
|
|
|
—
|
|
||
Deferred revenue
|
|
85
|
|
|
85
|
|
||
Total current liabilities
|
|
119,961
|
|
|
115,916
|
|
||
Capital lease liability
|
|
36
|
|
|
88
|
|
||
Deferred revenue
|
|
249
|
|
|
335
|
|
||
Deferred tax liability
|
|
1,946
|
|
|
1,158
|
|
||
Long term credit facility
|
|
50,971
|
|
|
38,000
|
|
||
Total liabilities
|
|
173,163
|
|
|
155,497
|
|
||
Commitments and contingencies
|
|
|
|
|
||||
Shareholders' equity:
|
|
|
|
|
||||
Common stock, $.01 per share par value, 100,000,000 shares authorized; 56,448,663 and 49,844,253 shares issued and outstanding
|
|
564
|
|
|
498
|
|
||
Warrants to purchase common stock
|
|
—
|
|
|
533
|
|
||
Additional paid-in capital
|
|
418,846
|
|
|
410,681
|
|
||
Accumulated deficit
|
|
(334,882
|
)
|
|
(333,504
|
)
|
||
Total shareholders’ equity
|
|
84,528
|
|
|
78,208
|
|
||
|
|
$
|
257,691
|
|
|
$
|
233,705
|
|
|
|
|
For the Years Ended
|
||||||||||
|
|
|
January 31,
2015 |
|
February 1,
2014 |
|
February 2,
2013 |
||||||
|
|
|
(In thousands, except share and per share data)
|
||||||||||
Net sales
|
|
|
$
|
674,618
|
|
|
$
|
640,489
|
|
|
$
|
586,820
|
|
Cost of sales
|
|
|
429,570
|
|
|
410,465
|
|
|
374,448
|
|
|||
Gross profit
|
|
|
245,048
|
|
|
230,024
|
|
|
212,372
|
|
|||
Operating expense:
|
|
|
|
|
|
|
|
||||||
Distribution and selling
|
|
|
202,579
|
|
|
191,695
|
|
|
193,037
|
|
|||
General and administrative
|
|
|
23,983
|
|
|
23,799
|
|
|
18,297
|
|
|||
Depreciation and amortization
|
|
|
8,445
|
|
|
12,320
|
|
|
13,224
|
|
|||
Executive transition costs
|
|
|
5,520
|
|
|
—
|
|
|
—
|
|
|||
Activist shareholder response costs
|
|
|
3,518
|
|
|
2,133
|
|
|
—
|
|
|||
FCC license impairment
|
|
|
—
|
|
|
—
|
|
|
11,111
|
|
|||
Total operating expense
|
|
|
244,045
|
|
|
229,947
|
|
|
235,669
|
|
|||
Operating income (loss)
|
|
|
1,003
|
|
|
77
|
|
|
(23,297
|
)
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
||||||
Interest income
|
|
|
10
|
|
|
18
|
|
|
11
|
|
|||
Interest expense
|
|
|
(1,572
|
)
|
|
(1,437
|
)
|
|
(3,970
|
)
|
|||
Gain on sale of assets
|
|
|
—
|
|
|
—
|
|
|
100
|
|
|||
Loss on debt extinguishment
|
|
|
—
|
|
|
—
|
|
|
(500
|
)
|
|||
Total other expense
|
|
|
(1,562
|
)
|
|
(1,419
|
)
|
|
(4,359
|
)
|
|||
Loss before income taxes
|
|
|
(559
|
)
|
|
(1,342
|
)
|
|
(27,656
|
)
|
|||
Income tax provision
|
|
|
(819
|
)
|
|
(1,173
|
)
|
|
(20
|
)
|
|||
Net loss
|
|
|
$
|
(1,378
|
)
|
|
$
|
(2,515
|
)
|
|
$
|
(27,676
|
)
|
Net loss per common share
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.57
|
)
|
Net loss per common share — assuming dilution
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.57
|
)
|
Weighted average number of common shares outstanding:
|
|
|
|
|
|
|
|
||||||
Basic
|
|
|
53,458,662
|
|
|
49,504,892
|
|
|
48,874,842
|
|
|||
Diluted
|
|
|
53,458,662
|
|
|
49,504,892
|
|
|
48,874,842
|
|
|
|
Common Stock
|
|
Common
Stock
Purchase
Warrants
|
|
Additional
Paid-In
Capital
|
|
|
|
Total Shareholders'
Equity
|
|||||||||||||
|
|
Number
of Shares
|
|
Par
Value
|
|
|
|
Accumulated
Deficit
|
|
||||||||||||||
|
|
(In thousands, except share data)
|
|||||||||||||||||||||
BALANCE, January 28, 2012
|
|
48,560,205
|
|
|
$
|
486
|
|
|
$
|
567
|
|
|
$
|
403,849
|
|
|
$
|
(303,313
|
)
|
|
$
|
101,589
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
(27,676
|
)
|
|
(27,676
|
)
|
|||||||||
Common stock issuances pursuant to equity compensation plans
|
|
579,156
|
|
|
5
|
|
|
—
|
|
|
104
|
|
|
—
|
|
|
109
|
|
|||||
Stock purchase warrants forfeited
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
34
|
|
|
—
|
|
|
—
|
|
|||||
Share-based payment compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,257
|
|
|
—
|
|
|
3,257
|
|
|||||
BALANCE, February 2, 2013
|
|
49,139,361
|
|
|
491
|
|
|
533
|
|
|
407,244
|
|
|
(330,989
|
)
|
|
77,279
|
|
|||||
Net loss
|
|
|
|
|
|
|
|
|
|
(2,515
|
)
|
|
(2,515
|
)
|
|||||||||
Common stock issuances pursuant to equity compensation plans
|
|
704,892
|
|
|
7
|
|
|
—
|
|
|
220
|
|
|
—
|
|
|
227
|
|
|||||
Share-based payment compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,217
|
|
|
—
|
|
|
3,217
|
|
|||||
BALANCE, February 1, 2014
|
|
49,844,253
|
|
|
498
|
|
|
533
|
|
|
410,681
|
|
|
(333,504
|
)
|
|
78,208
|
|
|||||
Net loss
|
|
|
|
|
|
|
|
|
|
(1,378
|
)
|
|
(1,378
|
)
|
|||||||||
Common stock issuances pursuant to equity compensation plans
|
|
1,366,827
|
|
|
13
|
|
|
—
|
|
|
2,781
|
|
|
—
|
|
|
2,794
|
|
|||||
Share-based payment compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,860
|
|
|
—
|
|
|
3,860
|
|
|||||
Common stock issuance - warrant exercise
|
|
5,058,741
|
|
|
51
|
|
|
(533
|
)
|
|
482
|
|
|
—
|
|
|
—
|
|
|||||
Common stock issuance
|
|
178,842
|
|
|
2
|
|
|
—
|
|
|
1,042
|
|
|
—
|
|
|
1,044
|
|
|||||
BALANCE, January 31, 2015
|
|
56,448,663
|
|
|
$
|
564
|
|
|
$
|
—
|
|
|
$
|
418,846
|
|
|
$
|
(334,882
|
)
|
|
$
|
84,528
|
|
|
|
For the Years Ended
|
||||||||||
|
|
January 31,
2015 |
|
February 1,
2014 |
|
February 2,
2013 |
||||||
|
|
(in thousands)
|
||||||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(1,378
|
)
|
|
$
|
(2,515
|
)
|
|
$
|
(27,676
|
)
|
Adjustments to reconcile net loss to net cash provided by (used for) operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
8,872
|
|
|
12,585
|
|
|
13,424
|
|
|||
Share-based payment compensation
|
|
3,860
|
|
|
3,217
|
|
|
3,257
|
|
|||
Write-off of deferred financing costs
|
|
—
|
|
|
—
|
|
|
2,306
|
|
|||
Amortization of deferred revenue
|
|
(86
|
)
|
|
(85
|
)
|
|
(87
|
)
|
|||
Amortization of deferred financing costs
|
|
231
|
|
|
178
|
|
|
249
|
|
|||
Asset impairments
|
|
—
|
|
|
—
|
|
|
11,111
|
|
|||
Deferred income taxes
|
|
788
|
|
|
1,158
|
|
|
—
|
|
|||
Loss on debt extinguishment
|
|
—
|
|
|
—
|
|
|
500
|
|
|||
Gain from disposal of assets
|
|
—
|
|
|
—
|
|
|
(102
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable, net
|
|
(4,889
|
)
|
|
(9,026
|
)
|
|
(18,086
|
)
|
|||
Inventories
|
|
(10,294
|
)
|
|
(14,007
|
)
|
|
6,321
|
|
|||
Prepaid expenses and other
|
|
815
|
|
|
649
|
|
|
(2,066
|
)
|
|||
Accounts payable and accrued liabilities
|
|
766
|
|
|
21,799
|
|
|
2,367
|
|
|||
Net cash provided by (used for) operating activities
|
|
(1,315
|
)
|
|
13,953
|
|
|
(8,482
|
)
|
|||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Property and equipment additions
|
|
(25,119
|
)
|
|
(8,247
|
)
|
|
(6,157
|
)
|
|||
Purchase of NBC trademark license
|
|
—
|
|
|
(2,830
|
)
|
|
(4,000
|
)
|
|||
Purchase of EVINE trademark
|
|
(59
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from disposal of assets
|
|
—
|
|
|
—
|
|
|
102
|
|
|||
Net cash used for investing activities
|
|
(25,178
|
)
|
|
(11,077
|
)
|
|
(10,055
|
)
|
|||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Payments for deferred issuance costs
|
|
(307
|
)
|
|
(390
|
)
|
|
(552
|
)
|
|||
Proceeds of term loan
|
|
12,152
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from revolving loan
|
|
2,700
|
|
|
—
|
|
|
38,215
|
|
|||
Payments on term loan
|
|
(145
|
)
|
|
—
|
|
|
(25,715
|
)
|
|||
Payments on capital leases
|
|
(50
|
)
|
|
(13
|
)
|
|
—
|
|
|||
Proceeds from exercise of stock options
|
|
2,794
|
|
|
227
|
|
|
109
|
|
|||
Net cash provided by (used for) financing activities
|
|
17,144
|
|
|
(176
|
)
|
|
12,057
|
|
|||
Net increase (decrease) in cash
|
|
(9,349
|
)
|
|
2,700
|
|
|
(6,480
|
)
|
|||
BEGINNING CASH
|
|
29,177
|
|
|
26,477
|
|
|
32,957
|
|
|||
ENDING CASH
|
|
$
|
19,828
|
|
|
$
|
29,177
|
|
|
$
|
26,477
|
|
|
|
For the Years Ended
|
||||||||||
|
|
January 31,
2015 |
|
February 1,
2014 |
|
February 2,
2013 |
||||||
Net loss (a)
|
|
$
|
(1,378,000
|
)
|
|
$
|
(2,515,000
|
)
|
|
$
|
(27,676,000
|
)
|
Weighted average number of common shares outstanding — Basic
|
|
53,458,662
|
|
|
49,504,892
|
|
|
48,874,842
|
|
|||
Dilutive effect of stock options, non-vested shares and warrants
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted average number of common shares outstanding — Diluted
|
|
53,458,662
|
|
|
49,504,892
|
|
|
48,874,842
|
|
|||
|
|
|
|
|
|
|
||||||
Net loss per common share
|
|
$
|
(0.03
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.57
|
)
|
Net loss per common share — assuming dilution
|
|
$
|
(0.03
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.57
|
)
|
|
|
Estimated Useful Life (In Years)
|
|
January 31, 2015
|
|
February 1, 2014
|
||||
Land and improvements
|
|
—
|
|
$
|
3,394,000
|
|
|
$
|
3,437,000
|
|
Buildings and improvements
|
|
5-40
|
|
24,215,000
|
|
|
23,737,000
|
|
||
Transmission and production equipment
|
|
5-10
|
|
5,424,000
|
|
|
6,216,000
|
|
||
Office and warehouse equipment
|
|
3-15
|
|
9,298,000
|
|
|
9,039,000
|
|
||
Computer hardware, software and telephone equipment
|
|
3-7
|
|
89,615,000
|
|
|
88,930,000
|
|
||
Distribution Center Expansion - Construction in Process
|
|
3-40
|
|
16,151,000
|
|
|
—
|
|
||
Leasehold improvements
|
|
3-5
|
|
2,681,000
|
|
|
2,681,000
|
|
||
Less — Accumulated depreciation
|
|
|
|
(108,019,000
|
)
|
|
(109,088,000
|
)
|
||
|
|
|
|
$
|
42,759,000
|
|
|
$
|
24,952,000
|
|
|
|
Weighted
Average Life (Years) |
|
January 31, 2015
|
|
February 1, 2014
|
||||||||||||
|
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|||||||||
Finite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||
NBCU trademark license - second renewal
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,830,000
|
|
|
$
|
(6,830,000
|
)
|
EVINE trademark
|
|
15
|
|
1,103,000
|
|
|
(18,000
|
)
|
|
—
|
|
|
—
|
|
||||
Total finite-lived intangible assets
|
|
|
|
$
|
1,103,000
|
|
|
$
|
(18,000
|
)
|
|
$
|
6,830,000
|
|
|
$
|
(6,830,000
|
)
|
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||
FCC broadcast license
|
|
|
|
$
|
12,000,000
|
|
|
|
|
$
|
12,000,000
|
|
|
|
|
|
January 31, 2015
|
|
February 1, 2014
|
||||
Accrued cable access fees
|
|
$
|
14,669,000
|
|
|
$
|
15,861,000
|
|
Accrued salaries and related
|
|
10,089,000
|
|
|
10,679,000
|
|
||
Reserve for product returns
|
|
5,585,000
|
|
|
4,894,000
|
|
||
Other
|
|
6,340,000
|
|
|
7,101,000
|
|
||
|
|
$
|
36,683,000
|
|
|
$
|
38,535,000
|
|
|
|
January 31,
2015 |
|
February 1,
2014 |
||||
Intangible FCC Broadcasting License Asset:
|
|
|
|
|
||||
Beginning balance
|
|
$
|
12,000,000
|
|
|
$
|
12,000,000
|
|
Losses included in earnings (asset impairment)
|
|
—
|
|
|
—
|
|
||
Ending balance
|
|
$
|
12,000,000
|
|
|
$
|
12,000,000
|
|
|
|
January 31, 2015
|
|
February 1, 2014
|
||||
Credit Facility
|
|
|
|
|
||||
Revolving loan
|
|
$
|
40,700,000
|
|
|
$
|
38,000,000
|
|
Term loan
|
|
12,007,000
|
|
|
—
|
|
||
Total long-term credit facility
|
|
52,707,000
|
|
|
38,000,000
|
|
||
Less current portion of long-term credit facility
|
|
(1,736,000
|
)
|
|
—
|
|
||
Long-term credit facility, excluding current portion
|
|
$
|
50,971,000
|
|
|
$
|
38,000,000
|
|
|
Fiscal 2014
|
|
Fiscal 2013
|
|
Fiscal 2012
|
Expected volatility
|
88% - 98%
|
|
98% - 100%
|
|
97% - 99%
|
Expected term (in years)
|
5 - 6 years
|
|
5 - 6 years
|
|
6 years
|
Risk-free interest rate
|
1.5% - 2.2%
|
|
1.1% - 2.1%
|
|
1.0% - 1.4%
|
|
Fair Value (Per Share)
|
|
Derived Service Period
|
|
Tranche 1 ($6.00/share)
|
$0.93
|
|
15
|
months
|
Tranche 2 ($8.00/share)
|
$0.95
|
|
20
|
months
|
Tranche 3 ($10.00/share)
|
$0.95
|
|
24
|
months
|
|
|
2011
Incentive Stock Option Plan |
|
Weighted
Average Exercise Price |
|
2004
Incentive Stock Option Plan |
|
Weighted
Average Exercise Price |
|
2001
Incentive Stock Option Plan |
|
Weighted
Average Exercise Price |
|
Other Non-
Qualified Stock Options |
|
Weighted
Average Exercise Price |
||||||||||||
Balance outstanding,
February 1, 2014 |
|
3,083,000
|
|
|
$
|
4.03
|
|
|
2,104,000
|
|
|
$
|
6.25
|
|
|
1,121,000
|
|
|
$
|
6.05
|
|
|
500,000
|
|
|
$
|
4.24
|
|
Granted
|
|
232,000
|
|
|
$
|
4.65
|
|
|
107,000
|
|
|
$
|
5.66
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Exercised
|
|
(222,000
|
)
|
|
$
|
2.89
|
|
|
(665,000
|
)
|
|
$
|
2.50
|
|
|
(260,000
|
)
|
|
$
|
2.34
|
|
|
(50,000
|
)
|
|
$
|
1.82
|
|
Forfeited or canceled
|
|
(630,000
|
)
|
|
$
|
4.43
|
|
|
(340,000
|
)
|
|
$
|
11.76
|
|
|
(35,000
|
)
|
|
$
|
13.67
|
|
|
—
|
|
|
$
|
—
|
|
Balance outstanding,
January 31, 2015 |
|
2,463,000
|
|
|
$
|
4.09
|
|
|
1,206,000
|
|
|
$
|
6.71
|
|
|
826,000
|
|
|
$
|
6.89
|
|
|
450,000
|
|
|
$
|
4.51
|
|
Options Exercisable at:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
January 31, 2015
|
|
1,322,000
|
|
|
$
|
4.05
|
|
|
1,179,000
|
|
|
$
|
6.76
|
|
|
826,000
|
|
|
$
|
6.89
|
|
|
380,000
|
|
|
$
|
4.60
|
|
February 1, 2014
|
|
1,229,000
|
|
|
$
|
3.78
|
|
|
2,037,000
|
|
|
$
|
6.21
|
|
|
1,121,000
|
|
|
$
|
6.05
|
|
|
397,000
|
|
|
$
|
4.11
|
|
February 2, 2013
|
|
50,000
|
|
|
$
|
2.29
|
|
|
1,965,000
|
|
|
$
|
6.14
|
|
|
1,151,000
|
|
|
$
|
5.69
|
|
|
363,000
|
|
|
$
|
3.90
|
|
|
|
Options Outstanding
|
|
Options Vested or Expected to Vest
|
||||||||||||||||||||||
Option Type
|
|
Number of
Shares |
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Life (Years) |
|
Aggregate
Intrinsic Value |
|
Number of
Shares |
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Life (Years) |
|
Aggregate
Intrinsic Value |
||||||||||
2011 Incentive:
|
|
2,463,000
|
|
|
$
|
4.09
|
|
|
8.1
|
|
$
|
5,228,000
|
|
|
2,424,000
|
|
|
$
|
4.14
|
|
|
8.1
|
|
$
|
5,161,000
|
|
2004 Incentive:
|
|
1,206,000
|
|
|
$
|
6.71
|
|
|
4.6
|
|
$
|
493,000
|
|
|
1,203,000
|
|
|
$
|
6.67
|
|
|
4.6
|
|
$
|
489,000
|
|
2001 Incentive:
|
|
826,000
|
|
|
$
|
6.89
|
|
|
3.5
|
|
$
|
518,000
|
|
|
826,000
|
|
|
$
|
6.89
|
|
|
3.5
|
|
$
|
518,000
|
|
Non-Qualified:
|
|
450,000
|
|
|
$
|
4.51
|
|
|
5.4
|
|
$
|
798,000
|
|
|
443,000
|
|
|
$
|
4.52
|
|
|
5.4
|
|
$
|
782,000
|
|
|
Fair Value
(Per Share) |
|
Derived Service
Period |
|
Tranche 1 ($6.00/share)
|
$1.48
|
|
15
|
months
|
Tranche 2 ($8.00/share)
|
$1.39
|
|
20
|
months
|
Tranche 3 ($10.00/share)
|
$1.31
|
|
24
|
months
|
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Non-vested outstanding, February 1, 2014
|
|
641,000
|
|
|
$4.49
|
Granted
|
|
392,000
|
|
|
$5.01
|
Vested
|
|
(205,000
|
)
|
|
$5.51
|
Forfeited
|
|
(124,000
|
)
|
|
$4.15
|
Non-vested outstanding, January 31, 2015
|
|
704,000
|
|
|
$4.54
|
|
|
|
For the Years Ended
|
||||||||||
|
|
|
January 31,
2015 |
|
February 1,
2014 |
|
February 2,
2013 |
||||||
Jewelry & Watches
|
|
|
$
|
256,217
|
|
|
$
|
253,358
|
|
|
$
|
282,275
|
|
Home & Consumer Electronics
|
|
|
179,221
|
|
|
193,601
|
|
|
146,838
|
|
|||
Beauty, Health & Fitness
|
|
|
85,649
|
|
|
75,132
|
|
|
73,247
|
|
|||
Fashion & Accessories
|
|
|
94,409
|
|
|
62,465
|
|
|
42,240
|
|
|||
All other (primarily shipping & handling revenue)
|
|
|
59,122
|
|
|
55,933
|
|
|
42,220
|
|
|||
Total
|
|
|
$
|
674,618
|
|
|
$
|
640,489
|
|
|
$
|
586,820
|
|
|
|
January 31, 2015
|
|
February 1, 2014
|
||||
Accruals and reserves not currently deductible for tax purposes
|
|
$
|
7,420
|
|
|
$
|
5,066
|
|
Inventory capitalization
|
|
1,459
|
|
|
966
|
|
||
Differences in depreciation lives and methods
|
|
2,866
|
|
|
2,811
|
|
||
Differences in basis of intangible assets
|
|
(1,968
|
)
|
|
(1,180
|
)
|
||
Differences in investments and other items
|
|
215
|
|
|
(141
|
)
|
||
Net operating loss carryforwards
|
|
112,318
|
|
|
113,229
|
|
||
Valuation allowance
|
|
(124,258
|
)
|
|
(121,909
|
)
|
||
Net deferred tax liability
|
|
$
|
(1,948
|
)
|
|
$
|
(1,158
|
)
|
|
|
For the Years Ended
|
||||||||||
|
|
January 31, 2015
|
|
February 1, 2014
|
|
February 2, 2013
|
||||||
Current
|
|
$
|
(31
|
)
|
|
$
|
(15
|
)
|
|
$
|
(20
|
)
|
Deferred
|
|
(788
|
)
|
|
(1,158
|
)
|
|
—
|
|
|||
|
|
$
|
(819
|
)
|
|
$
|
(1,173
|
)
|
|
$
|
(20
|
)
|
|
|
For the Years Ended
|
|||||||
|
|
January 31, 2015
|
|
February 1, 2014
|
|
February 2, 2013
|
|||
Taxes at federal statutory rates
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal tax benefit
|
|
(11.2
|
)
|
|
(5.3
|
)
|
|
1.8
|
|
Non-cash stock option vesting expense
|
|
(158.6
|
)
|
|
(43.3
|
)
|
|
(3.8
|
)
|
Other
|
|
(2.4
|
)
|
|
(0.6
|
)
|
|
0.1
|
|
FCC license deferred tax liability
|
|
(133.4
|
)
|
|
(81.5
|
)
|
|
—
|
|
Valuation allowance and NOL carryforward benefits
|
|
124.0
|
|
|
8.4
|
|
|
(33.2
|
)
|
Effective tax rate
|
|
(146.6
|
)%
|
|
(87.3
|
)%
|
|
(0.1
|
)%
|
|
|
|
|
Fiscal Year
|
Amount
|
||
|
|
||
2015
|
$
|
81,626,000
|
|
2016
|
53,106,000
|
|
|
2017
|
41,288,000
|
|
|
2018
|
—
|
|
|
2019 and thereafter
|
—
|
|
|
|
|
|
Future Minimum Lease Payments:
|
Amount
|
||
|
|
||
2015
|
$
|
1,456,000
|
|
2016
|
793,000
|
|
|
2017
|
113,000
|
|
|
2018
|
—
|
|
|
2019 and thereafter
|
—
|
|
Future Minimum Lease Payments:
|
Amount
|
||
|
|
||
2015
|
$
|
55,000
|
|
2016
|
36,000
|
|
|
2017
|
—
|
|
|
2018
|
—
|
|
|
2019 and thereafter
|
—
|
|
|
Total minimum lease payments
|
91,000
|
|
|
Less: Amounts representing interest
|
(3,000
|
)
|
|
|
88,000
|
|
|
Less: Current portion
|
(52,000
|
)
|
|
Long-term capital lease obligation
|
$
|
36,000
|
|
|
|
For the Years Ended
|
||||||||||
|
|
January 31, 2015
|
|
February 1, 2014
|
|
February 2, 2013
|
||||||
Supplemental Cash Flow Information:
|
|
|
|
|
|
|
|
|
|
|||
Interest paid
|
|
$
|
1,470,000
|
|
|
$
|
1,259,000
|
|
|
$
|
1,959,000
|
|
Income taxes paid
|
|
$
|
30,000
|
|
|
$
|
16,000
|
|
|
$
|
27,000
|
|
Supplemental non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
||||
Common stock purchase warrants forfeited
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34,000
|
|
Deferred issuance costs included in accrued liabilities
|
|
$
|
—
|
|
|
$
|
20,000
|
|
|
$
|
—
|
|
Property and equipment purchases included in accounts payable
|
|
$
|
2,016,000
|
|
|
$
|
521,000
|
|
|
$
|
48,000
|
|
Intangible asset purchase included in accrued liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,830,000
|
|
Non-cash warrant exercise
|
|
$
|
533,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Issuance of 178,842 shares of common stock for trademark purchase
|
|
$
|
1,044,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
/s/ MARK BOZEK
|
|
Mark Bozek
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
|
/s/ WILLIAM MCGRATH
|
|
William McGrath
|
|
Executive Vice President, Chief Financial Officer
|
|
(Principal Financial Officer)
|
•
|
Report of Independent Registered Public Accounting Firm
|
•
|
Consolidated Balance Sheets as of
January 31, 2015
and
February 1, 2014
|
•
|
Consolidated Statements of Operations for the Years Ended
January 31, 2015
,
February 1, 2014
and
February 2, 2013
|
•
|
Consolidated Statements of Shareholders’ Equity for the Years Ended
January 31, 2015
,
February 1, 2014
and
February 2, 2013
|
•
|
Consolidated Statements of Cash Flows for the Years Ended
January 31, 2015
,
February 1, 2014
, and
February 2, 2013
|
•
|
Notes to Consolidated Financial Statements
|
|
|
|
|
Column C
|
|
|
|
|
|
|
||||||
|
|
Column B
|
|
Additions
|
|
|
|
|
|
|
||||||
|
|
Balances at
|
|
Charged to
|
|
|
|
|
|
Column E
|
||||||
|
|
Beginning of
|
|
Costs and
|
|
Column D
|
|
|
|
Balance at
|
||||||
Column A
|
|
Year
|
|
Expenses
|
|
Deductions
|
|
|
|
End of Year
|
||||||
For the year ended January 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
||||||
Allowance for doubtful accounts
|
|
$
|
6,446,000
|
|
|
13,007,000
|
|
|
(12,747,000
|
)
|
|
(1)
|
|
$
|
6,706,000
|
|
Reserve for returns
|
|
$
|
4,894,000
|
|
|
74,454,000
|
|
|
(73,763,000
|
)
|
|
(2)
|
|
$
|
5,585,000
|
|
For the year ended February 1, 2014:
|
|
|
|
|
|
|
|
|
|
|
||||||
Allowance for doubtful accounts
|
|
$
|
6,214,000
|
|
|
12,762,000
|
|
|
(12,530,000
|
)
|
|
(1)
|
|
$
|
6,446,000
|
|
Reserve for returns
|
|
$
|
5,854,000
|
|
|
70,620,000
|
|
|
(71,580,000
|
)
|
|
(2)
|
|
$
|
4,894,000
|
|
For the year ended February 2, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Allowance for doubtful accounts
|
|
$
|
5,638,000
|
|
|
11,792,000
|
|
|
(11,216,000
|
)
|
|
(1)
|
|
$
|
6,214,000
|
|
Reserve for returns
|
|
$
|
4,544,000
|
|
|
64,497,000
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|
|
(63,187,000
|
)
|
|
(2)
|
|
$
|
5,854,000
|
|
(1)
|
Write off of uncollectible receivables, net of recoveries.
|
(2)
|
Refunds or credits on products returned.
|
|
EVINE Live Inc.
(Registrant)
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By:
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/s/ MARK BOZEK
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Mark Bozek
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Chief Executive Officer
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Name
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Title
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/s/ MARK BOZEK
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Chief Executive Officer and Director
(Principal Executive Officer)
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Mark Bozek
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/s/ WILLIAM MCGRATH
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Executive Vice President, Chief Financial Officer
(Principal Financial Officer)
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William McGrath
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/s/ BOB ROSENBLATT
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Chairman of the Board
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Bob Rosenblatt
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/s/ THOMAS BEERS
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Director
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Thomas Beers
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/s/ JOHN D. BUCK
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Director
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John D. Buck
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/s/ RONALD FRASCH
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Director
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Ronald Frasch
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/s/ LANDEL C. HOBBS
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Director
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Landel C. Hobbs
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/s/ LOWELL W. ROBINSON
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Director
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Lowell W. Robinson
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/s/ FRED SIEGEL
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Director
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Fred Siegel
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Exhibit No.
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Description
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Method of Filing
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3.1
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Amended and Restated Articles of Incorporation
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Incorporated by reference(A)
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3.2
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Amended and Restated By-Laws, as amended through June 18, 2014
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Incorporated by reference(B)
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10.1
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2001 Omnibus Stock Plan of the Registrant
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Incorporated by reference(C)†
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10.2
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Amendment No. 1 to the 2001 Omnibus Stock Plan of the Registrant
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Incorporated by reference(D)†
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10.3
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Form of Incentive Stock Option Agreement under the 2001 Omnibus Stock Plan of the Registrant
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Incorporated by reference(E)†
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10.4
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Form of Nonstatutory Stock Option Agreement under the 2001 Omnibus Stock Plan of the Registrant
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Incorporated by reference(F)†
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10.5
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Amended and Restated 2004 Omnibus Stock Plan
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Incorporated by reference(G)†
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10.6
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Form of Stock Option Agreement (Employees) under 2004 Omnibus Stock Plan
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Incorporated by reference(H)†
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10.7
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Form of Stock Option Agreement (Executive Officers) under 2004 Omnibus Stock Plan
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Incorporated by reference(I)†
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10.8
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Form of Stock Option Agreement (Executive Officers) under 2004 Omnibus Stock Plan
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Incorporated by reference(J)†
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10.9
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Form of Stock Option Agreement (Directors - Annual Grant) under 2004 Omnibus Stock Plan
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Incorporated by reference(K)†
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10.10
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Form of Stock Option Agreement (Directors - Other Grants) under 2004 Omnibus Stock Plan
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Incorporated by reference(L)†
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10.11
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Form of Restricted Stock Agreement (Directors) under 2004 Omnibus Stock Plan
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Incorporated by reference(M)†
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10.12
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2011 Omnibus Incentive Plan of the Registrant
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Incorporated by reference(N)†
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10.13
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Form of Incentive Stock Option Award Agreement under the 2011 Omnibus Incentive Plan
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Incorporated by reference(O)†
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10.14
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Form of Non-Statutory Stock Option Award Agreement under the 2011 Omnibus Incentive Plan
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Incorporated by reference(P)†
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10.15
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Form of Performance Stock Option Award Agreement under the 2011 Omnibus Incentive Plan
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Incorporated by reference(Q)†
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10.16
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Form of Option Agreement between the Registrant and John D. Buck
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Incorporated by reference(R)†
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10.17
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Amended and Restated Employment Agreement between the Registrant and Keith R. Stewart dated February 19, 2010
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Incorporated by reference(S)†
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10.18
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Second Amended and Restated Employment Agreement between the Registrant and Keith R. Stewart dated April 1, 2014
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Incorporated by reference(T)†
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10.19
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ValueVision Media, Inc. Executives’ Severance Benefit Plan
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Incorporated by reference(U)†
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10.20
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Separation Agreement by and between the Registrant and Keith R. Stewart dated June 22, 2014
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Incorporated by reference(V)†
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10.21
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Executive Employment and Severance Agreement by and between the Registrant and Mark C. Bozek dated November 17, 2014
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Incorporated by reference(W)†
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10.22
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Performance Restricted Stock Unit Award Agreement by and between the Registrant and Mark Bozek under the 2011 Omnibus Incentive Plan
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Incorporated by reference(X)†
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10.23
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Performance Restricted Stock Unit Award Agreement by and between the Registrant and Russell Nuce under the 2011 Omnibus Incentive Plan
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Incorporated by reference(Y)†
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10.24
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Description of Annual Cash Incentive Plan
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Filed herewith†
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10.25
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Description of Director Compensation Program
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Filed herewith†
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10.26
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Amended and Restated Shareholder Agreement dated February 25, 2009 between the Registrant, GE Capital Equity Investments, Inc. and NBC Universal, Inc.
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Incorporated by reference(Z)
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10.27
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Amended and Restated Registration Rights Agreement dated February 25, 2009 between the Registrant, GE Capital Equity Investments, Inc. and NBC Universal, Inc.
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Incorporated by reference(AA)
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10.28
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Revolving Credit and Security Agreement dated February 9, 2012 among the Registrant, as the lead borrower, certain of its subsidiaries party thereto as borrowers, PNC Bank National Association, as lender and agent.
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Incorporated by reference(BB)
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†
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Management compensatory plan/arrangement.
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A
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Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated November 17, 2014 filed on November 18, 2014, File No. 0-20243.
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B
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Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated June 17, 2014, filed on June 20, 2014, File No. 0-20243.
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C
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Incorporated herein by reference to Exhibit 99(a) to the Registrant’s Registration Statement on Form S-8 filed on January 25, 2002, File No. 333-81438.
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D
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Incorporated herein by reference to Appendix B to the Registrant’s Proxy Statement in connection with its annual meeting of shareholders held on June 20, 2002, filed on May 23, 2002, File No. 0-20243.
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E
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Incorporated herein by reference to Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2003 and filed on April 30, 2003, File No. 0-20243.
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F
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Incorporated herein by reference to Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2003 and filed on April 30, 2003, File No. 0-20243.
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G
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Incorporated herein by reference to Annex A to the Registrant’s Proxy Statement in connection with its annual meeting of shareholders held on June 21, 2006, filed on May 23, 2006, File No. 0-20243.
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H
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Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated January 14, 2005, filed on January 14, 2005, File No. 0-20243.
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I
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Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated January 14, 2005, filed on January 14, 2005, File No. 0-20243.
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J
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Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K dated January 14, 2005, filed on January 14, 2005, File No. 0-20243.
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K
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Incorporated herein by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K dated January 14, 2005, filed on January 14, 2005, File No. 0-20243.
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L
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Incorporated herein by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K dated January 14, 2005, filed on January 14, 2005, File No. 0-20243.
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M
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Incorporated herein by reference to Exhibit 10 to the Registrant’s Current Report on Form 8-K dated June 21, 2006, filed on June 26, 2006, File No. 0-20243.
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N
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Incorporated herein by reference to Appendix A to the Registrant’s Proxy Statement in connection with its annual meeting of shareholders held on June 15, 2011, filed on May 5, 2011, File No. 0-20243.
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O
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Incorporated herein by reference to Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 28, 2012 and filed on April 5, 2012, File No. 0-20243.
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P
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Incorporated herein by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 28, 2012 and filed on April 5, 2012, File No. 0-20243.
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Q
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Incorporated herein by reference to Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 28, 2012, filed on April 5, 2012, File No. 0-20243.
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R
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Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated August 25, 2008, filed on August 28, 2008, File No. 0-20243.
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S
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Incorporated herein by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K dated February 19, 2010, filed on February 23, 2010, File No. 0-20243.
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T
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Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the period ended May 3, 2014 and filed on June 6, 2014, File No. 0-20243.
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U
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Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 10-Q for the period ended May 3, 2014 and filed on June 6, 2014, File No. 0-20243.
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V
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Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated June 22, 2014, filed June 25, 2014, File No. 0-20243.
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W
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Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated November 17, 2014, filed November 18, 2014, File No. 0-20243.
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X
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Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the period ended November 1, 2014 and filed on December 5, 2014, File No. 0-20243.
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Y
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Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the period ended November 1, 2014 and filed on December 5, 2014, File No. 0-20243.
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Z
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Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated February 25, 2009, filed on February 26, 2009, File No. 0-20243.
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AA
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Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated February 25, 2009, filed on February 26, 2009, File No. 0-20243.
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BB
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Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated February 10, 2012, filed on February 10, 2012, File No. 0-20243.
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CC
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Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated May 7, 2013, filed on May 7, 2013, File No. 0-20243.
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DD
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Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q dated September 6, 2013, filed on September 6, 2013, File No. 0-20243.
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EE
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Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated February 5, 2014, filed on February 5, 2014, File No. 0-20243.
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FF
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Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated March 6, 2015, filed on March 9, 2015, File No. 0-20243.
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GG
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Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated September 27, 2010, filed on September 27, 2010, File No. 0-20243.
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HH
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Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated November 17, 2014, filed on November 18, 2014, File No. 0-20243.
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II
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Incorporated herein by reference to Exhibit 4.9 to the Registration’s Registration Statement on Form S-8 filed on July 1, 2011, File No. 333-175320.
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1.
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Compensation for service on the Board:
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•
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$65,000 per annum cash compensation
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•
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Annual grant of 8,000 shares of restricted stock (vesting on the day immediately prior the next following annual shareholders meeting after the date of grant); grant is made immediately following each annual shareholders meeting
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•
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New directors receive a one-time grant of 30,000 stock options upon joining the Board.
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2.
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Additional Compensation for Chairman of the Board:
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•
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Additional cash compensation of $65,000 per annum
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•
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Annual grant of 20,000 stock options per annum, with the option grant made immediately following the annual shareholders meeting
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3.
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Additional Cash Compensation for service on Committees of the Board:
|
•
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$12,000 per annum for serving as Chairman of Compensation, Finance or Governance Committee
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•
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$20,000 per annum for serving as Chairman of Audit Committee
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•
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$10,000 for other members of the Audit Committee
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•
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Fees as determined by the Board for service on special committees that may be established from time to time and other assignments, as required
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4.
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Miscellaneous
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•
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Stock Ownership Guidelines: Non-Management Directors are expected to hold four times (4x) their annual cash retainer and the committee fees paid by the company, to be obtained within five years from April 2011.
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•
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Indemnification Agreement
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5.
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Per Meeting Fees:
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•
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No per meeting fees
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Name
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State of Incorporation or Organization
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ValueVision Interactive, Inc.
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Minnesota
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VVI Fulfillment Center, Inc.
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Minnesota
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ValueVision Media Acquisitions, Inc.
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Delaware
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ValueVision Retail, Inc.
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Delaware
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Norwell Television, LLC
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Delaware
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1.
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I have reviewed this report on Form 10-K of EVINE Live Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.
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/s/
Mark C. Bozek
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Mark C. Bozek
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Chief Executive Officer
(Principal Executive Officer)
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1.
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I have reviewed this report on Form 10-K of EVINE Live Inc.;
|
2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.
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/s/ William McGrath
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William McGrath
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Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
•
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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March 26, 2015
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/s/
Mark C. Bozek
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Mark C. Bozek
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|
|
Chief Executive Officer
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|
|
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Date:
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March 26, 2015
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/s/
William McGrath
|
|
|
William McGrath
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Executive Vice President and Chief Financial Officer
|