þ
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 February 2, 2019
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or
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o
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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Securities registered under Section 12(b) of the Exchange Act:
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Title of each class
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Name of exchange on which registered
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Common Stock, $0.01 par value
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Nasdaq Global Market
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Securities registered under Section 12(g) of the Exchange Act: None
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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
þ
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Emerging growth company
o
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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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Net Merchandise Sales by Category
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Fiscal 2018
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Fiscal 2017
|
|
Fiscal 2016
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Jewelry & Watches
|
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39%
|
|
39%
|
|
41%
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Home & Consumer Electronics
|
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25%
|
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26%
|
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24%
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Beauty & Wellness
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19%
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17%
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17%
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Fashion & Accessories
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17%
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18%
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18%
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•
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The Food and Drug Administration’s regulations regarding marketing claims that can be made about cosmetic beauty products and over-the-counter drugs, which include products for treating acne or medical products, and claims that can be made about food products and dietary supplements;
|
•
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The Federal Trade Commission’s regulations requiring that marketing claims across all product and service categories are truthful, not misleading, and substantiated, as well as its related regulations requiring disclosures concerning the seller’s material connections with or compensation to endorsers and influencers;
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•
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Regulations related to product safety issues and product recalls including, but not limited to, the Consumer Product Safety Act, the Consumer Product Safety Improvement Act of 2008, the Federal Hazardous Substance Act, the Flammable Fabrics Act and regulations promulgated pursuant to these acts; and
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•
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Laws governing the collection, use, retention, security and transfer of personally-identifiable information about our customers.
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Name
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Age
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Position(s) Held
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Robert J. Rosenblatt
|
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61
|
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Chief Executive Officer and Director
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Diana G. Purcel
|
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52
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Executive Vice President, Chief Financial Officer
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Andrea M. Fike
|
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58
|
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Executive Vice President, General Counsel and Corporate Secretary
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Nicholas J. Vassallo
|
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55
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Senior Vice President, Corporate Controller
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Lori A. Riley
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53
|
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Executive Vice President, Chief Human Resources Officer and Chief Information Officer
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•
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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 less desirable location we typically are assigned in digital tiers;
|
•
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more competitors may enter the marketplace as additional channel capacity is added;
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•
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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 format;
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•
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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 as well as increased access to various media through wireless devices);
|
•
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cable, satellite, and telecommunication providers are facing competition from new services which could result in a loss of subscribers; and
|
•
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our effective costs of distribution may increase as we deliver programming in multiple channel locations unless we secure increases in customers.
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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 (excluding securities reflected in 1st column)
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||
Equity Compensation Plans Approved by Security Holders
|
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4,865,967
|
|
|
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$1.44
|
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2,237,073
|
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(1)
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Equity Compensation Plans Not Approved by Security Holders
|
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—
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|
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N/A
|
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—
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|
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Total
|
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4,865,967
|
|
|
|
|
$1.44
|
|
2,237,073
|
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(1)
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Includes securities available for future issuance under shareholder approved compensation plans other than upon the exercise of outstanding options, warrants or rights, as follows:
2,237,073
shares under the 2011 Omnibus Stock Plan.
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Year Ended
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||||||||||||||||||
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February 2, 2019(a)
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February 3, 2018(b)
|
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January 28, 2017(c)
|
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January 30, 2016(d)
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January 31, 2015(e)
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||||||||||
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(In thousands, except per share data)
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||||||||||||||||||
Statement of Operations Data:
|
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|
|
|
|
|
|
|
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|||||
Net sales
|
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$
|
596,637
|
|
|
$
|
648,220
|
|
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$
|
666,213
|
|
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$
|
693,312
|
|
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$
|
674,618
|
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Gross profit
|
|
206,847
|
|
|
235,112
|
|
|
241,527
|
|
|
238,480
|
|
|
245,048
|
|
|||||
Operating income (loss)
|
|
(18,624
|
)
|
|
3,222
|
|
|
(2,018
|
)
|
|
(8,738
|
)
|
|
1,003
|
|
|||||
Net income (loss)
|
|
(22,157
|
)
|
|
143
|
|
|
(8,745
|
)
|
|
(12,284
|
)
|
|
(1,378
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Per Share Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss) per common share
|
|
$
|
(0.34
|
)
|
|
$
|
0.00
|
|
|
$
|
(0.15
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
(0.03
|
)
|
Net income (loss) per common share — assuming dilution
|
|
$
|
(0.34
|
)
|
|
$
|
0.00
|
|
|
$
|
(0.15
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
(0.03
|
)
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|||||
Basic
|
|
66,073
|
|
|
63,870
|
|
|
59,785
|
|
|
57,004
|
|
|
53,459
|
|
|||||
Diluted
|
|
66,073
|
|
|
63,968
|
|
|
59,785
|
|
|
57,004
|
|
|
53,459
|
|
|
|
February 2, 2019
|
|
February 3, 2018
|
|
January 28, 2017
|
|
January 30, 2016
|
|
January 31, 2015
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||||||||||
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(In thousands)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash
|
|
$
|
20,485
|
|
|
$
|
23,940
|
|
|
$
|
32,647
|
|
|
$
|
11,897
|
|
|
$
|
19,828
|
|
Restricted cash and investments
|
|
450
|
|
|
450
|
|
|
450
|
|
|
450
|
|
|
2,100
|
|
|||||
Current assets
|
|
177,023
|
|
|
195,104
|
|
|
207,861
|
|
|
199,049
|
|
|
200,943
|
|
|||||
Property, equipment and other assets (f)
|
|
52,964
|
|
|
54,154
|
|
|
66,919
|
|
|
66,448
|
|
|
56,748
|
|
|||||
Total assets
|
|
229,987
|
|
|
249,258
|
|
|
274,780
|
|
|
265,497
|
|
|
257,691
|
|
|||||
Current liabilities
|
|
96,054
|
|
|
93,621
|
|
|
106,981
|
|
|
115,349
|
|
|
119,961
|
|
|||||
Long term credit facility
|
|
68,932
|
|
|
71,573
|
|
|
82,146
|
|
|
70,271
|
|
|
50,971
|
|
|||||
Other long term obligations (g)
|
|
50
|
|
|
68
|
|
|
3,950
|
|
|
2,898
|
|
|
2,231
|
|
|||||
Shareholders’ equity
|
|
64,951
|
|
|
83,996
|
|
|
81,703
|
|
|
76,979
|
|
|
84,528
|
|
|
|
Year Ended
|
||||||||||||||||||
|
|
February 2, 2019
|
|
February 3, 2018
|
|
January 28, 2017
|
|
January 30, 2016
|
|
January 31, 2015
|
||||||||||
|
|
(In thousands, except statistical data)
|
||||||||||||||||||
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gross profit
|
|
34.7
|
%
|
|
36.3
|
%
|
|
36.3
|
%
|
|
34.4
|
%
|
|
36.3
|
%
|
|||||
Working capital
|
|
$
|
80,969
|
|
|
$
|
101,483
|
|
|
$
|
100,880
|
|
|
$
|
83,700
|
|
|
$
|
80,982
|
|
Current ratio
|
|
1.8
|
|
|
2.1
|
|
|
1.9
|
|
|
1.7
|
|
|
1.7
|
|
|||||
Adjusted EBITDA (as defined below)(h)
|
|
$
|
(2,419
|
)
|
|
$
|
18,011
|
|
|
$
|
16,225
|
|
|
$
|
9,206
|
|
|
$
|
22,773
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Flows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating
|
|
$
|
7,212
|
|
|
$
|
3,278
|
|
|
$
|
7,284
|
|
|
$
|
(9,411
|
)
|
|
$
|
(1,315
|
)
|
Investing
|
|
$
|
(8,103
|
)
|
|
$
|
2,239
|
|
|
$
|
(10,769
|
)
|
|
$
|
(20,364
|
)
|
|
$
|
(25,178
|
)
|
Financing
|
|
$
|
(2,564
|
)
|
|
$
|
(14,224
|
)
|
|
$
|
24,235
|
|
|
$
|
21,844
|
|
|
$
|
17,144
|
|
(a)
|
Results of operations for
fiscal 2018
includes executive and management transition costs of
$2.1 million
, contract termination costs of
$753,000
, business development and expansion costs of
$796,000
and a gain of
$665,000
related to the sale of the Company's television broadcast station. On February 4, 2018, the Company adopted ASU No. 2014-09, "Revenue from Contracts with Customers", and all related amendments, as described in
Note 2
- "
Summary of Significant
|
(b)
|
Results of operations for fiscal 2017 includes executive and management transition costs of
$2.1 million
, loss on debt extinguishment of
$1.5 million
and a pre-income tax gain of
$551,000
for the sale of the Company's television broadcast station. Also, as a result of the Company's retail accounting calendar, fiscal 2017 includes 53 weeks of operations as compared to 52 weeks for the other periods presented. See
Note 2
- "
Summary of Significant Accounting Policies
" in the notes to our consolidated financial statements.
|
(c)
|
Results of operations for fiscal 2016 includes executive and management transition costs of approximately
$4.4 million
and distribution facility consolidation and technology upgrade costs of
$677,000
.
|
(d)
|
Results of operations for fiscal 2015 includes executive and management transition costs of approximately $3.5 million, distribution facility consolidation and technology upgrade costs of $1.3 million and Shareholder Rights Plan costs of
$446,000
.
|
(e)
|
Results of operations for fiscal 2014 includes activist shareholder response charges of approximately $3.5 million and executive transition costs of $5.5 million.
|
(f)
|
Property, equipment and other assets includes the following consolidated balance sheet line items: property and equipment, net; and other assets.
|
(g)
|
Other long term obligations includes the following consolidated balance sheet line items: deferred tax liability, capital lease liability, long term portion of deferred revenue and other long term liabilities.
|
(h)
|
EBITDA as defined 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 non-operating gains (losses); executive and management transition costs; contract termination costs; business development and expansion costs; loss on debt extinguishment; gain on sale of television station; distribution facility consolidation and technology upgrade costs; activist shareholder response costs; Shareholder Rights Plan 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
interactive video and digital commerce
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 core business operating results over different periods of time with those of other 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
|
||||||||||||||||||
|
|
February 2, 2019
|
|
February 3, 2018
|
|
January 28, 2017
|
|
January 30, 2016
|
|
January 31, 2015
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Net income (loss)
|
|
$
|
(22,157
|
)
|
|
$
|
143
|
|
|
$
|
(8,745
|
)
|
|
$
|
(12,284
|
)
|
|
$
|
(1,378
|
)
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
|
10,164
|
|
|
10,307
|
|
|
11,209
|
|
|
10,327
|
|
|
8,872
|
|
|||||
Interest income
|
|
(34
|
)
|
|
(17
|
)
|
|
(11
|
)
|
|
(8
|
)
|
|
(10
|
)
|
|||||
Interest expense
|
|
3,502
|
|
|
5,084
|
|
|
5,937
|
|
|
2,720
|
|
|
1,572
|
|
|||||
Income taxes
|
|
65
|
|
|
(3,445
|
)
|
|
801
|
|
|
834
|
|
|
819
|
|
|||||
EBITDA (a)
|
|
$
|
(8,460
|
)
|
|
$
|
12,072
|
|
|
$
|
9,191
|
|
|
$
|
1,589
|
|
|
$
|
9,875
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
A reconciliation of EBITDA to Adjusted EBITDA is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
EBITDA (a)
|
|
$
|
(8,460
|
)
|
|
$
|
12,072
|
|
|
$
|
9,191
|
|
|
$
|
1,589
|
|
|
$
|
9,875
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Executive and management transition costs
|
|
2,093
|
|
|
2,145
|
|
|
4,411
|
|
|
3,549
|
|
|
5,520
|
|
|||||
Contract termination costs
|
|
753
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Business development and expansion costs
|
|
796
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Gain on sale of television station
|
|
(665
|
)
|
|
(551
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Loss on debt extinguishment
|
|
—
|
|
|
1,457
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Distribution facility consolidation and technology upgrade costs
|
|
—
|
|
|
—
|
|
|
677
|
|
|
1,347
|
|
|
—
|
|
|||||
Shareholder Rights Plan costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
446
|
|
|
—
|
|
|||||
Activist shareholder response costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,518
|
|
|||||
Non-cash share-based compensation expense
|
|
3,064
|
|
|
2,888
|
|
|
1,946
|
|
|
2,275
|
|
|
3,860
|
|
|||||
Adjusted EBITDA
|
|
$
|
(2,419
|
)
|
|
$
|
18,011
|
|
|
$
|
16,225
|
|
|
$
|
9,206
|
|
|
$
|
22,773
|
|
|
|
For the Years Ended
|
||||
|
|
February 2,
2019 |
|
February 3,
2018 |
|
January 28,
2017 |
Net Merchandise Sales by Category
|
|
|
|
|
|
|
Jewelry & Watches
|
|
39%
|
|
39%
|
|
41%
|
Home & Consumer Electronics
|
|
25%
|
|
26%
|
|
24%
|
Beauty & Wellness
|
|
19%
|
|
17%
|
|
17%
|
Fashion & Accessories
|
|
17%
|
|
18%
|
|
18%
|
|
|
Year Ended (a)
|
|||||||
|
|
February 2,
2019 |
|
February 3,
2018 |
|
January 28,
2017 |
|||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Gross margin
|
|
34.7
|
%
|
|
36.3
|
%
|
|
36.3
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|||
Distribution and selling
|
|
32.2
|
%
|
|
30.8
|
%
|
|
31.1
|
%
|
General and administrative
|
|
4.3
|
%
|
|
3.8
|
%
|
|
3.5
|
%
|
Depreciation and amortization
|
|
1.0
|
%
|
|
1.0
|
%
|
|
1.2
|
%
|
Executive and management transition costs
|
|
0.4
|
%
|
|
0.3
|
%
|
|
0.7
|
%
|
Distribution facility consolidation and technology upgrade costs
|
|
—
|
%
|
|
—
|
%
|
|
0.1
|
%
|
Gain on sale of television station
|
|
(0.1
|
)%
|
|
(0.1
|
)%
|
|
—
|
%
|
Total operating expenses
|
|
37.8
|
%
|
|
35.8
|
%
|
|
36.6
|
%
|
Operating income (loss)
|
|
(3.1
|
)%
|
|
0.5
|
%
|
|
(0.3
|
)%
|
Interest expense, net
|
|
(0.6
|
)%
|
|
(0.8
|
)%
|
|
(0.9
|
)%
|
Loss on debt extinguishment
|
|
—
|
%
|
|
(0.2
|
)%
|
|
—
|
%
|
Loss before income taxes
|
|
(3.7
|
)%
|
|
(0.5
|
)%
|
|
(1.2
|
)%
|
Income tax benefit (provision)
|
|
—
|
%
|
|
0.5
|
%
|
|
(0.1
|
)%
|
Net income (loss)
|
|
(3.7
|
)%
|
|
0.0
|
%
|
|
(1.3
|
)%
|
|
|
Year Ended (a)
|
||||||||
|
|
February 2, 2019
|
|
Change
|
|
February 3, 2018
|
|
Change
|
|
January 28, 2017
|
Merchandise Metrics
|
|
|
|
|
|
|
|
|
|
|
Gross margin %
|
|
34.7%
|
|
(160) bps
|
|
36.3%
|
|
—
|
|
36.3%
|
Net shipped units (in thousands)
|
|
9,235
|
|
(11)%
|
|
10,397
|
|
1%
|
|
10,263
|
Average selling price
|
|
$58
|
|
4%
|
|
$56
|
|
(2)%
|
|
$57
|
Return rate
|
|
19.0%
|
|
—
|
|
19.0%
|
|
(40) bps
|
|
19.4%
|
Digital net sales % (b)
|
|
53.1%
|
|
120 bps
|
|
51.9%
|
|
240 bps
|
|
49.5%
|
Total Customers - 12 Month Rolling (000's)
|
|
1,205
|
|
(7)%
|
|
1,295
|
|
(9)%
|
|
1,429
|
|
|
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)
|
|
$
|
97,611
|
|
|
$
|
56,362
|
|
|
$
|
41,249
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long term credit facilities (b)
|
|
74,783
|
|
|
3,492
|
|
|
6,952
|
|
|
64,339
|
|
|
—
|
|
|||||
Operating leases
|
|
1,609
|
|
|
1,005
|
|
|
604
|
|
|
—
|
|
|
—
|
|
|||||
Capital leases
|
|
31
|
|
|
13
|
|
|
16
|
|
|
2
|
|
|
—
|
|
|||||
Employment agreements
|
|
1,968
|
|
|
1,965
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|||||
Purchase order obligations
|
|
64,726
|
|
|
64,726
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
240,728
|
|
|
$
|
127,563
|
|
|
$
|
48,824
|
|
|
$
|
64,341
|
|
|
$
|
—
|
|
(a)
|
Future cable and satellite payment commitments are based on subscriber levels as of
February 2, 2019
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.
|
(b)
|
Includes interest on variable rate debt estimated using the rate in effect as of
February 2, 2019
.
|
•
|
Accounts receivable.
We utilize an installment payment program called ValuePay that entitles customers to purchase merchandise and 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
65% to 72%
. As of
February 2, 2019
and
February 3, 2018
, we had approximately
$74.8 million
and
$88.5 million
due from customers under the ValuePay installment program. We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. Estimates are used in determining the provision for doubtful accounts and are based on historical rates of actual write offs and delinquency rates, historical collection experience, credit policy, current trends in the credit quality of our customer base, average length of ValuePay offers, average selling prices, our sales mix and accounts receivable aging. The provision for doubtful accounts, which is primarily related to our ValuePay program, for
fiscal 2018, fiscal 2017 and fiscal 2016
was
$7.8 million
,
$9.9 million
and
$11.9 million
. Based on our
fiscal 2018
bad debt experience, a one-half point increase or decrease in our bad debt experience as a percentage of total net sales would have an impact of approximately
$3.0 million
on consolidated distribution and selling expense.
|
•
|
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
February 2, 2019
and
February 3, 2018
, we had inventory balances of
$65.3 million
and
$68.8 million
. We regularly review inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on the following factors: age of the inventory, estimated required sell-through time, stage of product life cycle and whether items are selling below cost. In determining appropriate reserve percentages, we look at our historical write off experience, the specific merchandise categories affected, our historic recovery percentages on various methods of liquidations, forecasts of future product airings and current markdown processes. Provision for excess and obsolete inventory for
fiscal 2018, fiscal 2017 and fiscal 2016
was
$5.1 million
,
$3.8 million
and
$5.6 million
. Based on our
fiscal 2018
inventory write down experience, a 10% increase or decrease in inventory write downs would have had an impact of approximately
$515,000
on consolidated gross profit.
|
•
|
Merchandise returns.
We record a merchandise return liability as a reduction of gross sales for anticipated merchandise returns at each reporting period and must make estimates of potential future merchandise returns related to current period product revenue. Our return rates on our total net sales were
19.0%
in
fiscal 2018
,
19.0%
in
fiscal 2017
, and
19.4%
in
fiscal 2016
. We estimate and evaluate the adequacy of our merchandise returns liability 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 merchandise return liability in any accounting period. As of
February 2, 2019
, we recorded a merchandise return liability of
$8.1 million
, included in accrued liabilities, and a right of return asset of
$4.4 million
, included in other current assets. As of February 3, 2018, we had approximately
$3.5 million
reserved for future merchandise returns included in accrued liabilities, which represents the net margin obligation recorded under the previous revenue guidance. See
Note 2
- "
Summary of Significant Accounting Policies
" in the notes to our consolidated financial statements for a discussion of our recently adopted accounting pronouncements. Based on our
fiscal 2018
sales returns, a one-point increase or decrease in our returns rate would have had an impact of approximately
$2.9 million
on gross profit.
|
|
|
|
Page
|
|
|
|
|
February 2,
2019 |
|
February 3,
2018 |
||||
|
|
(In thousands, except share and per share data)
|
||||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash
|
|
$
|
20,485
|
|
|
$
|
23,940
|
|
Restricted cash equivalents
|
|
450
|
|
|
450
|
|
||
Accounts receivable, net
|
|
81,763
|
|
|
96,559
|
|
||
Inventories
|
|
65,272
|
|
|
68,811
|
|
||
Prepaid expenses and other
|
|
9,053
|
|
|
5,344
|
|
||
Total current assets
|
|
177,023
|
|
|
195,104
|
|
||
Property and equipment, net
|
|
51,118
|
|
|
52,048
|
|
||
Other assets
|
|
1,846
|
|
|
2,106
|
|
||
TOTAL ASSETS
|
|
$
|
229,987
|
|
|
$
|
249,258
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
56,157
|
|
|
$
|
55,614
|
|
Accrued liabilities
|
|
37,374
|
|
|
35,646
|
|
||
Current portion of long term credit facility
|
|
2,488
|
|
|
2,326
|
|
||
Deferred revenue
|
|
35
|
|
|
35
|
|
||
Total current liabilities
|
|
96,054
|
|
|
93,621
|
|
||
Other long term liabilities
|
|
50
|
|
|
68
|
|
||
Long term credit facility
|
|
68,932
|
|
|
71,573
|
|
||
Total liabilities
|
|
165,036
|
|
|
165,262
|
|
||
Commitments and contingencies
|
|
|
|
|
||||
Shareholders' equity:
|
|
|
|
|
||||
Preferred stock, $0.01 per share par value, 400,000 shares authorized; zero shares issued and outstanding
|
|
—
|
|
|
—
|
|
||
Common stock, $0.01 per share par value, 99,600,000 shares authorized; 67,919,349 and 65,290,458 shares issued and outstanding
|
|
679
|
|
|
653
|
|
||
Additional paid-in capital
|
|
442,197
|
|
|
439,111
|
|
||
Accumulated deficit
|
|
(377,925
|
)
|
|
(355,768
|
)
|
||
Total shareholders’ equity
|
|
64,951
|
|
|
83,996
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
$
|
229,987
|
|
|
$
|
249,258
|
|
|
|
|
For the Years Ended
|
||||||||||
|
|
|
February 2,
2019 |
|
February 3,
2018 |
|
January 28,
2017 |
||||||
|
|
|
(In thousands, except share and per share data)
|
||||||||||
Net sales
|
|
|
$
|
596,637
|
|
|
$
|
648,220
|
|
|
$
|
666,213
|
|
Cost of sales
|
|
|
389,790
|
|
|
413,108
|
|
|
424,686
|
|
|||
Gross profit
|
|
|
206,847
|
|
|
235,112
|
|
|
241,527
|
|
|||
Operating expense:
|
|
|
|
|
|
|
|
||||||
Distribution and selling
|
|
|
191,917
|
|
|
199,484
|
|
|
207,030
|
|
|||
General and administrative
|
|
|
25,883
|
|
|
24,442
|
|
|
23,386
|
|
|||
Depreciation and amortization
|
|
|
6,243
|
|
|
6,370
|
|
|
8,041
|
|
|||
Executive and management transition costs
|
|
|
2,093
|
|
|
2,145
|
|
|
4,411
|
|
|||
Gain on sale of television station
|
|
|
(665
|
)
|
|
(551
|
)
|
|
—
|
|
|||
Distribution facility consolidation and technology upgrade costs
|
|
|
—
|
|
|
—
|
|
|
677
|
|
|||
Total operating expense
|
|
|
225,471
|
|
|
231,890
|
|
|
243,545
|
|
|||
Operating income (loss)
|
|
|
(18,624
|
)
|
|
3,222
|
|
|
(2,018
|
)
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
||||||
Interest income
|
|
|
34
|
|
|
17
|
|
|
11
|
|
|||
Interest expense
|
|
|
(3,502
|
)
|
|
(5,084
|
)
|
|
(5,937
|
)
|
|||
Loss on debt extinguishment
|
|
|
—
|
|
|
(1,457
|
)
|
|
—
|
|
|||
Total other expense, net
|
|
|
(3,468
|
)
|
|
(6,524
|
)
|
|
(5,926
|
)
|
|||
Loss before income taxes
|
|
|
(22,092
|
)
|
|
(3,302
|
)
|
|
(7,944
|
)
|
|||
Income tax benefit (provision)
|
|
|
(65
|
)
|
|
3,445
|
|
|
(801
|
)
|
|||
Net income (loss)
|
|
|
$
|
(22,157
|
)
|
|
$
|
143
|
|
|
$
|
(8,745
|
)
|
Net income (loss) per common share
|
|
|
$
|
(0.34
|
)
|
|
$
|
0.00
|
|
|
$
|
(0.15
|
)
|
Net income (loss) per common share — assuming dilution
|
|
|
$
|
(0.34
|
)
|
|
$
|
0.00
|
|
|
$
|
(0.15
|
)
|
Weighted average number of common shares outstanding:
|
|
|
|
|
|
|
|
||||||
Basic
|
|
|
66,073,206
|
|
|
63,870,046
|
|
|
59,784,594
|
|
|||
Diluted
|
|
|
66,073,206
|
|
|
63,968,299
|
|
|
59,784,594
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
|
|
Total Shareholders'
Equity
|
|||||||||||
|
Number
of Shares
|
|
Par
Value
|
|
|
Accumulated
Deficit
|
|
|||||||||||
|
(In thousands, except share data)
|
|||||||||||||||||
BALANCE, January 30, 2016
|
57,170,245
|
|
|
$
|
571
|
|
|
$
|
423,574
|
|
|
$
|
(347,166
|
)
|
|
$
|
76,979
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,745
|
)
|
|
(8,745
|
)
|
||||
Common stock issuances pursuant to equity compensation plans
|
423,338
|
|
|
5
|
|
|
(51
|
)
|
|
—
|
|
|
(46
|
)
|
||||
Share-based payment compensation
|
—
|
|
|
—
|
|
|
1,946
|
|
|
—
|
|
|
1,946
|
|
||||
Common stock and warrant issuance
|
7,598,731
|
|
|
76
|
|
|
11,493
|
|
|
—
|
|
|
11,569
|
|
||||
BALANCE, January 28, 2017
|
65,192,314
|
|
|
652
|
|
|
436,962
|
|
|
(355,911
|
)
|
|
81,703
|
|
||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
143
|
|
|
143
|
|
||||
Repurchases of common stock
|
(4,400,000
|
)
|
|
(44
|
)
|
|
(5,011
|
)
|
|
—
|
|
|
(5,055
|
)
|
||||
Common stock issuances pursuant to equity compensation plans
|
389,871
|
|
|
4
|
|
|
30
|
|
|
—
|
|
|
34
|
|
||||
Share-based payment compensation
|
—
|
|
|
—
|
|
|
2,888
|
|
|
—
|
|
|
2,888
|
|
||||
Common stock and warrant issuance
|
4,108,273
|
|
|
41
|
|
|
4,242
|
|
|
—
|
|
|
4,283
|
|
||||
BALANCE, February 3, 2018
|
65,290,458
|
|
|
653
|
|
|
439,111
|
|
|
(355,768
|
)
|
|
83,996
|
|
||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,157
|
)
|
|
(22,157
|
)
|
||||
Common stock issuances pursuant to equity compensation awards
|
2,628,891
|
|
|
26
|
|
|
22
|
|
|
—
|
|
|
48
|
|
||||
Share-based payment compensation
|
—
|
|
|
—
|
|
|
3,064
|
|
|
—
|
|
|
3,064
|
|
||||
BALANCE, February 2, 2019
|
67,919,349
|
|
|
$
|
679
|
|
|
$
|
442,197
|
|
|
$
|
(377,925
|
)
|
|
$
|
64,951
|
|
|
|
For the Years Ended
|
||||||||||
|
|
February 2,
2019 |
|
February 3,
2018 |
|
January 28,
2017 |
||||||
|
|
(in thousands)
|
||||||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
(22,157
|
)
|
|
$
|
143
|
|
|
$
|
(8,745
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
10,164
|
|
|
10,307
|
|
|
11,209
|
|
|||
Share-based payment compensation
|
|
3,064
|
|
|
2,888
|
|
|
1,946
|
|
|||
Gain on sale of television station
|
|
(665
|
)
|
|
(551
|
)
|
|
—
|
|
|||
Amortization of deferred revenue
|
|
(35
|
)
|
|
(60
|
)
|
|
(86
|
)
|
|||
Amortization of deferred financing costs
|
|
215
|
|
|
366
|
|
|
558
|
|
|||
Loss on debt extinguishment
|
|
—
|
|
|
1,457
|
|
|
—
|
|
|||
Deferred income taxes
|
|
—
|
|
|
(3,522
|
)
|
|
788
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable, net
|
|
14,796
|
|
|
2,503
|
|
|
15,978
|
|
|||
Inventories
|
|
3,539
|
|
|
1,381
|
|
|
(3,181
|
)
|
|||
Prepaid expenses and other
|
|
905
|
|
|
166
|
|
|
423
|
|
|||
Accounts payable and accrued liabilities
|
|
(2,614
|
)
|
|
(11,800
|
)
|
|
(11,606
|
)
|
|||
Net cash provided by operating activities
|
|
7,212
|
|
|
3,278
|
|
|
7,284
|
|
|||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Property and equipment additions
|
|
(8,768
|
)
|
|
(10,499
|
)
|
|
(10,261
|
)
|
|||
Proceeds from the sale of assets
|
|
665
|
|
|
12,738
|
|
|
—
|
|
|||
Cash paid for acquisition
|
|
—
|
|
|
—
|
|
|
(508
|
)
|
|||
Net cash provided by (used for) investing activities
|
|
(8,103
|
)
|
|
2,239
|
|
|
(10,769
|
)
|
|||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Proceeds from issuance of revolving loan
|
|
239,300
|
|
|
96,800
|
|
|
—
|
|
|||
Proceeds of term loans
|
|
5,821
|
|
|
6,000
|
|
|
17,000
|
|
|||
Proceeds from exercise of stock options
|
|
181
|
|
|
79
|
|
|
—
|
|
|||
Proceeds from issuance of common stock and warrants
|
|
—
|
|
|
4,628
|
|
|
12,470
|
|
|||
Payments on revolving loan
|
|
(245,300
|
)
|
|
(96,800
|
)
|
|
—
|
|
|||
Payments on term loans
|
|
(2,325
|
)
|
|
(18,780
|
)
|
|
(2,852
|
)
|
|||
Payments for restricted stock issuance
|
|
(133
|
)
|
|
(45
|
)
|
|
(46
|
)
|
|||
Payments for deferred financing costs
|
|
(96
|
)
|
|
(265
|
)
|
|
(1,512
|
)
|
|||
Payments on capital leases
|
|
(12
|
)
|
|
—
|
|
|
(39
|
)
|
|||
Payments for repurchases of common stock
|
|
—
|
|
|
(5,055
|
)
|
|
—
|
|
|||
Payments for common stock issuance costs
|
|
—
|
|
|
(452
|
)
|
|
(786
|
)
|
|||
Payments for debt extinguishment costs
|
|
—
|
|
|
(334
|
)
|
|
—
|
|
|||
Net cash provided by (used for) financing activities
|
|
(2,564
|
)
|
|
(14,224
|
)
|
|
24,235
|
|
|||
Net increase (decrease) in cash and restricted cash equivalents
|
|
(3,455
|
)
|
|
(8,707
|
)
|
|
20,750
|
|
|||
BEGINNING CASH AND RESTRICTED CASH EQUIVALENTS
|
|
24,390
|
|
|
33,097
|
|
|
12,347
|
|
|||
ENDING CASH AND RESTRICTED CASH EQUIVALENTS
|
|
$
|
20,935
|
|
|
$
|
24,390
|
|
|
$
|
33,097
|
|
|
|
For the Years Ended
|
||||||||||
|
|
February 2,
2019 |
|
February 3,
2018 |
|
January 28,
2017 |
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Net income (loss) (a)
|
|
$
|
(22,157,000
|
)
|
|
$
|
143,000
|
|
|
$
|
(8,745,000
|
)
|
Earnings allocated to participating share awards (b)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net income (loss) attributable to common shares — Basic and diluted
|
|
$
|
(22,157,000
|
)
|
|
$
|
143,000
|
|
|
$
|
(8,745,000
|
)
|
Denominator:
|
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding — Basic
|
|
66,073,206
|
|
|
63,870,046
|
|
|
59,784,594
|
|
|||
Dilutive effect of stock options, non-vested shares and warrants (c)
|
|
—
|
|
|
98,253
|
|
|
—
|
|
|||
Weighted average number of common shares outstanding — Diluted
|
|
66,073,206
|
|
|
63,968,299
|
|
|
59,784,594
|
|
|||
Net income (loss) per common share
|
|
$
|
(0.34
|
)
|
|
$
|
0.00
|
|
|
$
|
(0.15
|
)
|
Net income (loss) per common share — assuming dilution
|
|
$
|
(0.34
|
)
|
|
$
|
0.00
|
|
|
$
|
(0.15
|
)
|
|
|
For the Year Ended
February 2, 2019 |
||||||||||
|
|
As Reported
|
|
Balance without adoption of ASC 606
|
|
Effect of Change
|
||||||
Net sales
|
|
$
|
596,637
|
|
|
$
|
595,830
|
|
|
$
|
807
|
|
Cost of sales
|
|
389,790
|
|
|
389,010
|
|
|
780
|
|
|||
Operating expense:
|
|
|
|
|
|
|
||||||
Distribution and selling
|
|
191,917
|
|
|
191,694
|
|
|
223
|
|
|||
Net loss
|
|
(22,157
|
)
|
|
(21,961
|
)
|
|
(196
|
)
|
|
February 2, 2019
|
|
February 3, 2018
|
|
January 28, 2017
|
|
January 30, 2016
|
||||||||
Cash
|
$
|
20,485,000
|
|
|
$
|
23,940,000
|
|
|
$
|
32,647,000
|
|
|
$
|
11,897,000
|
|
Restricted cash equivalents
|
450,000
|
|
|
450,000
|
|
|
450,000
|
|
|
450,000
|
|
||||
Total cash and restricted cash equivalents
|
$
|
20,935,000
|
|
|
$
|
24,390,000
|
|
|
$
|
33,097,000
|
|
|
$
|
12,347,000
|
|
|
|
Estimated Useful Life (In Years)
|
|
February 2, 2019
|
|
February 3, 2018
|
||||
Land and improvements
|
|
—
|
|
$
|
3,236,000
|
|
|
$
|
3,236,000
|
|
Buildings and improvements
|
|
5-40
|
|
39,397,000
|
|
|
39,087,000
|
|
||
Transmission and production equipment
|
|
5-10
|
|
7,312,000
|
|
|
6,918,000
|
|
||
Office and warehouse equipment
|
|
3-15
|
|
19,227,000
|
|
|
18,827,000
|
|
||
Computer hardware, software and telephone equipment
|
|
3-10
|
|
89,421,000
|
|
|
86,421,000
|
|
||
Leasehold improvements
|
|
3-5
|
|
2,682,000
|
|
|
2,637,000
|
|
||
|
|
|
|
161,275,000
|
|
|
157,126,000
|
|
||
Less — Accumulated depreciation
|
|
|
|
(110,157,000
|
)
|
|
(105,078,000
|
)
|
||
|
|
|
|
$
|
51,118,000
|
|
|
$
|
52,048,000
|
|
|
|
Estimated Useful Life
(In Years) |
|
February 2, 2019
|
|
February 3, 2018
|
||||||||||||
|
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|||||||||
Finite-lived intangible assets
|
|
5-15
|
|
$
|
1,786,000
|
|
|
$
|
(502,000
|
)
|
|
$
|
1,786,000
|
|
|
$
|
(336,000
|
)
|
|
|
February 2, 2019
|
|
February 3, 2018
|
||||
Accrued cable access fees
|
|
$
|
18,241,000
|
|
|
$
|
22,120,000
|
|
Accrued salaries and related
|
|
2,493,000
|
|
|
2,105,000
|
|
||
Allowance for sales returns
|
|
8,097,000
|
|
|
3,544,000
|
|
||
Other
|
|
8,543,000
|
|
|
7,877,000
|
|
||
|
|
$
|
37,374,000
|
|
|
$
|
35,646,000
|
|
|
|
February 3,
2018 |
||
Intangible FCC Broadcasting License Asset:
|
|
|
||
Beginning balance
|
|
$
|
12,000,000
|
|
Losses included in earnings (asset impairment)
|
|
—
|
|
|
Net gain recognized in earnings upon sale (a)
|
|
551,000
|
|
|
Sale (a)
|
|
(12,551,000
|
)
|
|
Ending balance
|
|
$
|
—
|
|
|
|
February 2, 2019
|
|
February 3, 2018
|
||||
PNC revolving loan due July 27, 2023, principal amount
|
|
$
|
53,900,000
|
|
|
$
|
59,900,000
|
|
PNC term loan due July 27, 2023, principal amount
|
|
17,643,000
|
|
|
14,148,000
|
|
||
Less unamortized debt issuance costs
|
|
(123,000
|
)
|
|
(149,000
|
)
|
||
PNC term loan due July 27, 2023, carrying amount
|
|
17,520,000
|
|
|
13,999,000
|
|
||
Total long-term credit facility
|
|
71,420,000
|
|
|
73,899,000
|
|
||
Less current portion of long-term credit facility
|
|
(2,488,000
|
)
|
|
(2,326,000
|
)
|
||
Long-term credit facility, excluding current portion
|
|
$
|
68,932,000
|
|
|
$
|
71,573,000
|
|
Grant Date
|
|
Warrants Outstanding
|
|
Warrants Exercisable
|
|
Exercise Price
(Per Share) |
|
Expiration Date
|
||
September 19, 2016
|
|
2,976,190
|
|
|
2,976,190
|
|
|
$2.90
|
|
September 19, 2021
|
November 10, 2016
|
|
333,873
|
|
|
333,873
|
|
|
$3.00
|
|
November 10, 2021
|
January 23, 2017
|
|
489,302
|
|
|
489,302
|
|
|
$1.76
|
|
January 23, 2022
|
March 16, 2017
|
|
50,000
|
|
|
50,000
|
|
|
$1.92
|
|
March 16, 2022
|
November 27, 2018
|
|
500,000
|
|
|
125,000
|
|
|
$1.05
|
|
November 27, 2025
|
November 27, 2018
|
|
1,000,000
|
|
|
—
|
|
|
$3.00
|
|
November 27, 2025
|
|
|
Restricted Stock
|
|||||
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Non-vested outstanding, February 3, 2018
|
|
—
|
|
|
$
|
—
|
|
Granted
|
|
1,500,000
|
|
|
$
|
0.94
|
|
Vested
|
|
(500,000
|
)
|
|
$
|
0.94
|
|
Non-vested outstanding, February 2, 2019
|
|
1,000,000
|
|
|
$
|
0.94
|
|
|
Fiscal 2018
|
|
Fiscal 2017
|
|
Fiscal 2016
|
|||||||
Expected volatility
|
72%
|
-
|
78%
|
|
81%
|
|
81
|
%
|
-
|
84%
|
||
Expected term (in years)
|
6 years
|
|
6 years
|
|
6 years
|
|||||||
Risk-free interest rate
|
2.8%
|
-
|
3.0%
|
|
2.0%
|
-
|
2.2%
|
|
1.4%
|
-
|
2.2%
|
|
|
2011
Incentive Stock Option Plan |
|
Weighted
Average Exercise Price |
|
2004
Incentive Stock Option Plan |
|
Weighted
Average Exercise Price |
||||||
Balance outstanding, February 3, 2018
|
|
3,384,000
|
|
|
$
|
1.64
|
|
|
112,000
|
|
|
$
|
4.86
|
|
Granted
|
|
2,264,000
|
|
|
$
|
1.02
|
|
|
—
|
|
|
$
|
—
|
|
Exercised
|
|
(165,000
|
)
|
|
$
|
1.10
|
|
|
—
|
|
|
$
|
—
|
|
Forfeited or canceled
|
|
(724,000
|
)
|
|
$
|
1.67
|
|
|
(5,000
|
)
|
|
$
|
4.62
|
|
Balance outstanding, February 2, 2019
|
|
4,759,000
|
|
|
$
|
1.36
|
|
|
107,000
|
|
|
$
|
4.87
|
|
Options exercisable at February 2, 2019
|
|
1,554,000
|
|
|
$
|
1.84
|
|
|
107,000
|
|
|
$
|
4.87
|
|
|
|
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:
|
|
4,759,000
|
|
|
$
|
1.36
|
|
|
8.2
|
|
$
|
—
|
|
|
4,396,000
|
|
|
$
|
1.38
|
|
|
8.2
|
|
$
|
—
|
|
2004 Incentive:
|
|
107,000
|
|
|
$
|
4.87
|
|
|
4.7
|
|
$
|
—
|
|
|
107,000
|
|
|
$
|
4.87
|
|
|
4.7
|
|
$
|
—
|
|
|
Fiscal 2018
|
|
Fiscal 2017
|
|
Fiscal 2016
|
||||||
Total grant date fair value
|
$859,000
|
|
$860,000
|
|
$645,000
|
||||||
Total grant date fair value per share
|
$1.07
|
-
|
$1.30
|
|
$1.53
|
|
$0.98
|
-
|
$1.82
|
||
Expected volatility
|
73%
|
-
|
76%
|
|
75%
|
|
71%
|
-
|
77%
|
||
Weighted average expected life (in years)
|
3 years
|
|
3 years
|
|
3 years
|
||||||
Risk-free interest rate
|
2.4%
|
-
|
2.7%
|
|
1.5%
|
|
0.7%
|
-
|
1.0%
|
Percentile Rank
|
|
Percentage of
Units Vested |
< 33%
|
|
0%
|
33%
|
|
50%
|
50%
|
|
100%
|
100%
|
|
150%
|
|
|
Fair Value (Per Share)
|
|
Derived Service Period
|
Tranche 1 (immediate)
|
|
$1.60
|
|
0 Years
|
Tranche 2 ($4.00/share)
|
|
$1.52
|
|
1.46 Years
|
Tranche 3 ($6.00/share)
|
|
$1.48
|
|
2.22 Years
|
|
Restricted Stock Units
|
|||||||||||||||||||
|
Market-Based Units
|
|
Time-Based Units
|
|
Total
|
|||||||||||||||
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Shares
|
|
Weighted
Average Grant Date Fair Value |
|
Shares
|
|
Weighted
Average Grant Date Fair Value |
|||||||||
Non-vested outstanding, February 3, 2018
|
1,389,000
|
|
|
$
|
1.53
|
|
|
1,440,000
|
|
|
$
|
1.27
|
|
|
2,829,000
|
|
|
$
|
1.40
|
|
Granted
|
747,000
|
|
|
$
|
1.15
|
|
|
1,710,000
|
|
|
$
|
1.01
|
|
|
2,457,000
|
|
|
$
|
1.05
|
|
Vested
|
—
|
|
|
$
|
—
|
|
|
(1,088,000
|
)
|
|
$
|
1.23
|
|
|
(1,088,000
|
)
|
|
$
|
1.23
|
|
Forfeited
|
(507,000
|
)
|
|
$
|
1.56
|
|
|
(255,000
|
)
|
|
$
|
1.38
|
|
|
(762,000
|
)
|
|
$
|
1.50
|
|
Non-vested outstanding, February 2, 2019
|
1,629,000
|
|
|
$
|
1.35
|
|
|
1,807,000
|
|
|
$
|
1.04
|
|
|
3,436,000
|
|
|
$
|
1.18
|
|
|
|
For the Years Ended
|
||||||||||
|
|
February 2,
2019 |
|
February 3,
2018 |
|
January 28,
2017 |
||||||
Jewelry & Watches
|
|
$
|
212,383
|
|
|
$
|
230,376
|
|
|
$
|
245,202
|
|
Home & Consumer Electronics
|
|
135,184
|
|
|
147,769
|
|
|
144,651
|
|
|||
Beauty & Wellness
|
|
102,099
|
|
|
100,829
|
|
|
101,113
|
|
|||
Fashion & Accessories
|
|
94,295
|
|
|
108,409
|
|
|
109,615
|
|
|||
All other (primarily shipping & handling revenue)
|
|
52,676
|
|
|
60,837
|
|
|
65,632
|
|
|||
Total
|
|
$
|
596,637
|
|
|
$
|
648,220
|
|
|
$
|
666,213
|
|
Cash consideration
|
|
$
|
575,000
|
|
Fair value of contingent consideration
|
|
600,000
|
|
|
|
|
$
|
1,175,000
|
|
Inventories
|
|
$
|
1,171,000
|
|
Identifiable intangible assets acquired:
|
|
|
|
|
Existing customer list
|
|
347,000
|
|
|
Trade Names
|
|
336,000
|
|
|
Accounts payable
|
|
(796,000
|
)
|
|
All other net tangible assets and liabilities
|
|
117,000
|
|
|
|
|
$
|
1,175,000
|
|
|
|
February 2, 2019
|
|
February 3, 2018
|
||||
Accruals and reserves not currently deductible for tax purposes
|
|
$
|
5,281
|
|
|
$
|
4,220
|
|
Inventory capitalization
|
|
1,339
|
|
|
1,354
|
|
||
Differences in depreciation lives and methods
|
|
(1,382
|
)
|
|
(475
|
)
|
||
Differences in basis of intangible assets
|
|
43
|
|
|
23
|
|
||
Differences in investments and other items
|
|
1,432
|
|
|
629
|
|
||
Net operating loss carryforwards
|
|
85,138
|
|
|
80,880
|
|
||
Valuation allowance
|
|
(91,851
|
)
|
|
(86,631
|
)
|
||
Net deferred tax liability
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
For the Years Ended
|
||||||||||
|
|
February 2, 2019
|
|
February 3, 2018
|
|
January 28, 2017
|
||||||
Current
|
|
$
|
(65
|
)
|
|
$
|
(60
|
)
|
|
$
|
(13
|
)
|
Deferred
|
|
—
|
|
|
3,505
|
|
|
(788
|
)
|
|||
|
|
$
|
(65
|
)
|
|
$
|
3,445
|
|
|
$
|
(801
|
)
|
|
|
For the Years Ended
|
|||||||
|
|
February 2, 2019
|
|
February 3, 2018
|
|
January 28, 2017
|
|||
Taxes at federal statutory rates
|
|
21.0
|
%
|
|
33.8
|
%
|
|
35.0
|
%
|
State income taxes, net of federal tax benefit
|
|
5.9
|
|
|
40.4
|
|
|
11.9
|
|
Provision to return true-up
|
|
(2.5
|
)
|
|
(41.6
|
)
|
|
18.1
|
|
Non-cash stock option vesting expense
|
|
(1.2
|
)
|
|
(12.2
|
)
|
|
(2.3
|
)
|
FCC license deferred tax liability impact on valuation allowance
|
|
—
|
|
|
100.4
|
|
|
(9.4
|
)
|
Impact of Tax Act on deferred tax valuation
|
|
—
|
|
|
(1,382.3
|
)
|
|
—
|
|
Valuation allowance and NOL carryforward benefits
|
|
(23.6
|
)
|
|
1,365.3
|
|
|
(60.9
|
)
|
Other
|
|
0.1
|
|
|
0.5
|
|
|
(2.5
|
)
|
Effective tax rate
|
|
(0.3
|
)%
|
|
104.3
|
%
|
|
(10.1
|
)%
|
|
|
|
|
Fiscal Year
|
Amount
|
||
|
|
||
2019
|
$
|
56,362,000
|
|
2020
|
39,352,000
|
|
|
2021
|
1,897,000
|
|
|
2022
|
—
|
|
|
2023 and thereafter
|
—
|
|
Future Minimum Lease Payments:
|
Amount
|
||
|
|
||
2019
|
$
|
1,005,000
|
|
2020
|
604,000
|
|
|
2021
|
—
|
|
|
2022
|
—
|
|
|
2023 and thereafter
|
—
|
|
Future Minimum Lease Payments:
|
Amount
|
||
|
|
||
2019
|
$
|
13,000
|
|
2020
|
8,000
|
|
|
2021
|
8,000
|
|
|
2022
|
2,000
|
|
|
2023 and thereafter
|
—
|
|
|
Total minimum lease payments
|
31,000
|
|
|
Less: Amounts representing interest
|
(2,000
|
)
|
|
|
29,000
|
|
|
Less: Current portion
|
(12,000
|
)
|
|
Long-term capital lease obligation
|
$
|
17,000
|
|
|
|
For the Years Ended
|
||||||||||
|
|
February 2, 2019
|
|
February 3, 2018
|
|
January 28, 2017
|
||||||
Supplemental Cash Flow Information:
|
|
|
|
|
|
|
|
|
|
|||
Interest paid
|
|
$
|
3,098,000
|
|
|
$
|
4,818,000
|
|
|
$
|
5,061,000
|
|
Income taxes paid
|
|
$
|
16,000
|
|
|
$
|
36,000
|
|
|
$
|
51,000
|
|
Supplemental non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
||||
Property and equipment purchases included in accounts payable
|
|
$
|
473,000
|
|
|
$
|
213,000
|
|
|
$
|
1,060,000
|
|
Equipment acquired through capital lease obligations
|
|
$
|
41,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Common stock issuance costs included in accrued liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
115,000
|
|
Deferred financing costs included in accrued liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,000
|
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter (a) |
|
Total
|
||||||||||
|
|
(In thousands, except percentages and per share amounts)
|
||||||||||||||||||
Fiscal 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
156,505
|
|
|
$
|
150,799
|
|
|
$
|
131,714
|
|
|
$
|
157,619
|
|
|
$
|
596,637
|
|
Gross profit
|
|
56,255
|
|
|
56,870
|
|
|
47,155
|
|
|
46,567
|
|
|
206,847
|
|
|||||
Gross profit margin
|
|
35.9
|
%
|
|
37.7
|
%
|
|
35.8
|
%
|
|
29.5
|
%
|
|
34.7
|
%
|
|||||
Operating expenses
|
|
58,202
|
|
|
56,001
|
|
|
55,537
|
|
|
55,731
|
|
|
225,471
|
|
|||||
Operating income (loss) (b)
|
|
(1,947
|
)
|
|
869
|
|
|
(8,382
|
)
|
|
(9,164
|
)
|
|
(18,624
|
)
|
|||||
Other expense, net
|
|
(1,019
|
)
|
|
(889
|
)
|
|
(755
|
)
|
|
(805
|
)
|
|
(3,468
|
)
|
|||||
Income tax provision
|
|
(20
|
)
|
|
(20
|
)
|
|
(20
|
)
|
|
(5
|
)
|
|
(65
|
)
|
|||||
Net loss (b)
|
|
$
|
(2,986
|
)
|
|
$
|
(40
|
)
|
|
$
|
(9,157
|
)
|
|
$
|
(9,974
|
)
|
|
$
|
(22,157
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss per share
|
|
$
|
(0.05
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.34
|
)
|
Net loss per share — assuming dilution
|
|
$
|
(0.05
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.34
|
)
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
65,361
|
|
|
66,009
|
|
|
66,352
|
|
|
66,571
|
|
|
66,073
|
|
|||||
Diluted
|
|
65,361
|
|
|
66,009
|
|
|
66,352
|
|
|
66,571
|
|
|
66,073
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal 2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
156,343
|
|
|
$
|
148,949
|
|
|
$
|
150,212
|
|
|
$
|
192,716
|
|
|
$
|
648,220
|
|
Gross profit
|
|
56,286
|
|
|
56,480
|
|
|
57,294
|
|
|
65,052
|
|
|
235,112
|
|
|||||
Gross profit margin
|
|
36.0
|
%
|
|
37.9
|
%
|
|
38.1
|
%
|
|
33.8
|
%
|
|
36.3
|
%
|
|||||
Operating expenses
|
|
56,867
|
|
|
56,951
|
|
|
57,648
|
|
|
60,424
|
|
|
231,890
|
|
|||||
Operating income (loss) (c)
|
|
(581
|
)
|
|
(471
|
)
|
|
(354
|
)
|
|
4,628
|
|
|
3,222
|
|
|||||
Other expense, net
|
|
(2,406
|
)
|
|
(1,311
|
)
|
|
(1,373
|
)
|
|
(1,434
|
)
|
|
(6,524
|
)
|
|||||
Income tax benefit (provision)
|
|
(209
|
)
|
|
(209
|
)
|
|
624
|
|
|
3,239
|
|
|
3,445
|
|
|||||
Net income (loss) (c)
|
|
$
|
(3,196
|
)
|
|
$
|
(1,991
|
)
|
|
$
|
(1,103
|
)
|
|
$
|
6,433
|
|
|
$
|
143
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) per share
|
|
$
|
(0.05
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
0.10
|
|
|
$
|
0.00
|
|
Net income (loss) per share — assuming dilution
|
|
$
|
(0.05
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
0.10
|
|
|
$
|
0.00
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
60,919
|
|
|
64,091
|
|
|
65,191
|
|
|
65,279
|
|
|
63,870
|
|
|||||
Diluted
|
|
60,919
|
|
|
64,091
|
|
|
65,191
|
|
|
65,672
|
|
|
63,968
|
|
(a)
|
As a result of the Company's retail calendar, the fourth quarter of fiscal 2018 includes 13 weeks of operations as compared to 14 weeks in the fourth quarter of fiscal 2017.
|
(b)
|
Net loss and operating loss for the first, third and fourth quarters of
fiscal 2018
includes executive and management transition costs of
$1,024,000
,
$408,000
and
$661,000
. Net loss and operating loss for the fourth quarter of
fiscal 2018
also includes a
$665,000
gain on the television station sale.
|
|
/s/ ROBERT J. ROSENBLATT
|
|
Robert J. Rosenblatt
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
|
/s/ DIANA G. PURCEL
|
|
Diana G. Purcel
|
|
Executive Vice President, Chief Financial Officer
|
|
(Principal Financial Officer)
|
•
|
Report of Independent Registered Public Accounting Firm
|
•
|
Consolidated Balance Sheets as of
February 2, 2019
and
February 3, 2018
|
•
|
Consolidated Statements of Operations for the Years Ended
February 2, 2019
,
February 3, 2018
and
January 28, 2017
|
•
|
Consolidated Statements of Shareholders’ Equity for the Years Ended
February 2, 2019
,
February 3, 2018
and
January 28, 2017
|
•
|
Consolidated Statements of Cash Flows for the Years Ended
February 2, 2019
,
February 3, 2018
, and
January 28, 2017
|
•
|
Notes to Consolidated Financial Statements
|
|
|
|
Exhibit No.
|
Description
|
Method of Filing
|
3.1
|
Incorporated by reference(A)
|
|
3.2
|
Incorporated by reference(B)
|
|
3.3
|
Incorporated by reference(C)
|
|
4.1
|
Incorporated by reference(D)
|
|
4.2
|
Incorporated by reference(E)
|
|
4.3
|
Incorporated by reference(F)
|
|
4.4
|
Incorporated by reference(G)
|
|
4.5
|
Incorporated by reference(H)
|
|
4.6
|
Incorporated by reference(I)
|
|
10.1
|
Incorporated by reference(J)†
|
|
10.2
|
Incorporated by reference(K)†
|
|
10.3
|
Incorporated by reference(L)†
|
|
10.4
|
Incorporated by reference(M)†
|
|
10.5
|
Incorporated by reference(N)†
|
|
10.6
|
Incorporated by reference(O)†
|
|
10.7
|
Incorporated by reference(P)†
|
|
10.8
|
Incorporated by reference(Q)†
|
|
10.9
|
Incorporated by reference(R)†
|
|
10.10
|
Incorporated by reference(S)†
|
|
10.11
|
Incorporated by reference(T)†
|
|
10.12
|
Incorporated by reference(U)†
|
|
10.13
|
Incorporated by reference(V)†
|
|
10.14
|
Incorporated by reference(W)†
|
|
10.15
|
Incorporated by reference(X)†
|
|
10.16
|
Incorporated by reference(Y)†
|
|
10.17
|
Incorporated by reference(Z)†
|
|
10.18
|
Incorporated by reference(AA)†
|
|
10.19
|
Incorporated by reference(BB)†
|
|
10.20
|
Incorporated by reference(CC)
|
|
10.21
|
Incorporated by reference(DD)
|
Exhibit No.
|
Description
|
Method of Filing
|
10.22
|
Incorporated by reference(EE)
|
|
10.23
|
Incorporated by reference(FF)
|
|
10.24
|
Incorporated by reference(GG)
|
|
10.25
|
Incorporated by reference(HH)
|
|
10.26
|
Incorporated by reference(II)
|
|
10.27
|
Incorporated by reference(JJ)
|
|
10.28
|
Incorporated by reference(KK)
|
|
10.29
|
Incorporated by reference(LL)
|
|
10.30
|
Incorporated by reference(MM)
|
|
10.31
|
Incorporated by reference(NN)
|
|
10.32
|
Incorporated by reference(OO)
|
|
10.33
|
Incorporated by reference(PP)
|
|
10.34
|
Incorporated by reference(QQ)
|
|
10.35
|
Incorporated by reference(RR)
|
|
10.36
|
Incorporated by reference(SS)
|
|
10.37
|
Incorporated by reference(TT)
|
|
10.38
|
Incorporated by reference(UU)
|
|
10.39
|
Incorporated by reference(VV)
|
†
|
Management compensatory plan/arrangement.
|
A
|
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.
|
B
|
Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated and filed on July 7, 2016, File No. 001-37495.
|
C
|
Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated July 9, 2015, filed on July 13, 2015, File No. 0-20243.
|
D
|
Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated July 9, 2015, filed on July 13, 2015, File No. 0-20243.
|
E
|
Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on November 28, 2018, File No. 001-37495.
|
F
|
Incorporated herein by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on November 28, 2018, File No. 001-37495.
|
G
|
Incorporated herein by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on November 28, 2018, File No. 001-37495.
|
H
|
Incorporated herein by reference to Exhibit 4.4 to the Registrant’s Current Report on Form 8-K filed on November 28, 2018, File No. 001-37495.
|
I
|
Incorporated herein by reference to Exhibit 4.5 to the Registrant’s Current Report on Form 8-K filed on November 28, 2018, File No. 001-37495.
|
J
|
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.
|
K
|
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.
|
L
|
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.
|
M
|
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.
|
N
|
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.
|
O
|
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.
|
P
|
Incorporated herein by reference to Exhibit 10 to the Registrant’s Current Report on Form 8-K dated June 21, 2006, filed on June 23, 2006, File No. 0-20243.
|
Q
|
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.
|
R
|
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.
|
S
|
Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the period ended July 30, 2016, filed on August 26, 2016, File No. 001-37495.
|
T
|
Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the period ended October 27, 2012, filed on November 29, 2012, File No. 0-20243.
|
U
|
Incorporated herein by reference to Exhibit 10.2 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.
|
V
|
Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated July 25, 2016, filed July 27, 2016, File No. 001-37495.
|
W
|
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.
|
X
|
Incorporated herein by reference to Exhibit 10.24 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2015, filed on March 26, 2015, File No. 0-20243.
|
Y
|
Incorporated herein by reference to Exhibit 10.25 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2015, filed on March 26, 2015, File No. 0-20243.
|
Z
|
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.
|
AA
|
Incorporated herein by reference to Exhibit 10.36 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2015, filed on March 26, 2015, File No. 0-20243.
|
BB
|
Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated August 18, 2016, filed August 24, 2016, File No. 001-37495.
|
CC
|
Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated April 29, filed on May 2, 2016, File No. 001-37495.
|
DD
|
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.
|
EE
|
Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated April 29, filed on May 2, 2016; file no. 001-37495.
|
FF
|
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.
|
GG
|
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.
|
HH
|
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.
|
II
|
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.
|
JJ
|
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.
|
KK
|
Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated October 8, 2015, filed on October 13, 2015, File No. 001-37495.
|
LL
|
Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated March 10, 2016, filed on March 10, 2016, File No. 001-37495.
|
MM
|
Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the period ended October 29, 2016, filed on November 30, 2016, File No. 001-37495.
|
NN
|
Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated March 16, 2017, filed on March 21, 2017, File No. 001-37495.
|
OO
|
Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the period ended October 27, 2017, filed on December 4, 2017, File No. 001-37495.
|
PP
|
Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the period ended August 4, 2018, filed on September 7, 2018, File No. 001-37495.
|
QQ
|
Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated July 9, 2015, filed on July 13, 2015, File No. 0-20243.
|
RR
|
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.
|
SS
|
Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated September 14, 2016, filed on September 15, 2016, File No. 001-37495.
|
TT
|
Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated November 1, 2016, filed on November 4, 2016, File No. 001-37495.
|
UU
|
Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated December 13, 2016, filed on December 16, 2016, File No. 001-37495.
|
VV
|
Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K dated March 16, 2017, filed on March 21, 2017, File No. 001-37495.
|
WW
|
Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated January 30, 2017, filed on January 31, 2017, File No. 001-37495.
|
XX
|
Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated March 19, 2018, filed on March 20, 2018, File No. 001-37495.
|
YY
|
Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated May 23, 2017, filed on May 25, 2017, File No. 001-37495.
|
ZZ
|
Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated March 15, 2018, filed on March 15, 2018, File No. 001-37495.
|
AAA
|
Incorporated herein by reference to Exhibit 10.2 the Registrant’s Current Report on Form 8-K filed on April 11, 2018, File No. 001-37495.
|
BBB
|
Incorporated herein by reference to Exhibit 10.3 the Registrant’s Current Report on Form 8-K filed on April 11, 2018, File No. 001-37495.
|
CCC
|
Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 7, 2018, File No. 001-37495.
|
DDD
|
Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 2, 2019, File No. 001-37495.
|
EEE
|
Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 14, 2018, File No. 001-37495.
|
|
EVINE Live Inc.
(Registrant)
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|
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By:
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/s/ ROBERT J. ROSENBLATT
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Robert J. Rosenblatt
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Chief Executive Officer
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Name
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Title
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||
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||
/s/ ROBERT J. ROSENBLATT
|
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
||
Robert J. Rosenblatt
|
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||
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||
/s/ DIANA G. PURCEL
|
|
Executive Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
|
||
Diana G. Purcel
|
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||
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||
/s/ LANDEL C. HOBBS
|
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Chairman of the Board
|
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Landel C. Hobbs
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Director
|
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Thomas D. Beers
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/s/ NEAL S. GRABELL
|
|
Director
|
||
Neal S. Grabell
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/s/ MARK K. HOLDSWORTH
|
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Director
|
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Mark K. Holdsworth
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/s/ LISA A. LETIZIO
|
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Director
|
||
Lisa A. Letizio
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/s/ FRED R. SIEGEL
|
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Director
|
||
Fred R. Siegel
|
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||
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||
/s/ ALEXANDER B. SPIRO
|
|
Director
|
||
Alexander B. Spiro
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|
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Name
|
|
State of Incorporation or Organization
|
|
|
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ValueVision Interactive, Inc.
|
|
Minnesota
|
VVI Fulfillment Center, Inc.
|
|
Minnesota
|
ValueVision Media Acquisitions, Inc.
|
|
Delaware
|
ValueVision Retail, Inc.
|
|
Delaware
|
Norwell Television, LLC
|
|
Delaware
|
PW Acquisition Company, LLC
|
|
Minnesota
|
1.
|
I have reviewed this report on Form 10-K of EVINE Live Inc.;
|
2.
|
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;
|
3.
|
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.
|
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
|
(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
|
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
|
(b)
|
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.
|
/s/ ROBERT J. ROSENBLATT
|
Robert J. Rosenblatt
|
Chief Executive Officer
(Principal Executive Officer)
|
|
1.
|
I have reviewed this report on Form 10-K of EVINE Live Inc.;
|
2.
|
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;
|
3.
|
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.
|
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
|
(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
|
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
|
(b)
|
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.
|
/s/ DIANA G. PURCEL
|
Diana G. Purcel
|
Executive Vice President, 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.
|
Date:
|
March 29, 2019
|
/s/ ROBERT J. ROSENBLATT
|
|
|
Robert J. Rosenblatt
|
|
|
Chief Executive Officer
|
|
|
|
Date:
|
March 29, 2019
|
/s/ DIANA G. PURCEL
|
|
|
Diana G. Purcel
|
|
|
Executive Vice President, Chief Financial Officer
|