Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jan. 29, 2022 | Apr. 21, 2022 | Jul. 31, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Jan. 29, 2022 | ||
Entity Registrant Name | iMedia Brands, Inc. | ||
Document Transition Report | false | ||
Entity File Number | 001-37495 | ||
Entity Incorporation, State or Country Code | MN | ||
Entity Tax Identification Number | 41-1673770 | ||
Entity Address, Address Line One | 6740 Shady Oak Road, | ||
Entity Address, City or Town | Eden Prairie, | ||
Entity Address, State or Province | MN | ||
Entity Address, Postal Zip Code | 55344-3433 | ||
City Area Code | 952 | ||
Local Phone Number | 943-6000 | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 117,966,034 | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Auditor Name | DELOITTE & TOUCHE LLP | ||
Auditor Firm ID | 34 | ||
Auditor Location | Minneapolis, Minnesota | ||
Entity Central Index Key | 0000870826 | ||
Current Fiscal Year End Date | --01-29 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 21,730,523 | ||
Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, $0.01 par value | ||
Trading Symbol | IMBI | ||
Security Exchange Name | NASDAQ | ||
8.5% Senior unsecured notes | |||
Document Information [Line Items] | |||
Title of 12(b) Security | 8.5% Senior Note due 2026 | ||
Trading Symbol | IMBIL | ||
Security Exchange Name | NASDAQ |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jan. 29, 2022 | Jan. 30, 2021 |
Current assets: | ||
Cash | $ 11,295 | $ 15,485 |
Restricted Cash | 1,893 | |
Accounts receivable, net | 78,947 | 61,951 |
Inventories | 116,256 | 68,715 |
Current portion of television broadcast rights, net | 27,521 | 19,725 |
Prepaid expenses and other | 18,340 | 7,853 |
Total current assets | 254,252 | 173,729 |
Property and equipment, net | 48,225 | 41,988 |
Television broadcast rights, net | 74,821 | 7,028 |
Goodwill | 99,050 | |
Intangible assets, net | 27,940 | 2,359 |
Other assets | 18,359 | 1,533 |
TOTAL ASSETS | 522,647 | 226,637 |
Current liabilities: | ||
Accounts payable | 89,046 | 77,995 |
Accrued liabilities | 44,388 | 29,509 |
Current portion of television broadcast rights obligations | 31,921 | 29,173 |
Current portion of long term credit facility | 14,031 | 2,714 |
Current portion of operating lease liabilities | 2,331 | 462 |
Deferred revenue | 427 | 213 |
Total current liabilities | 182,144 | 140,066 |
Long term broadcast rights obligations | 81,268 | 7,358 |
Long-term debt, net | 176,432 | 50,666 |
Long term operating lease liabilities | 5,169 | 646 |
Deferred tax liability | 5,285 | |
Other long term liabilities | 2,986 | 851 |
Total liabilities | 453,284 | 199,587 |
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, 29,600,000 shares authorized as of January 29, 2022 and January 30, 2021; 21,571,387 and 13,019,061 shares issued and outstanding as of January 29, 2022 and January 30, 2021 | 216 | 130 |
Additional paid-in capital | 538,627 | 474,375 |
Accumulated deficit | (469,463) | (447,455) |
Accumulated other comprehensive loss | (2,428) | 0 |
Total shareholders' equity | 66,951 | 27,050 |
Equity of the non-controlling interest | 2,412 | |
Total equity | 69,363 | 27,050 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 522,647 | $ 226,637 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Jan. 29, 2022 | Jan. 30, 2021 | Jul. 10, 2015 |
CONSOLIDATED BALANCE SHEETS (Parentheticals) | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 400,000 | 400,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common stock, par value | $ 0.01 | $ 0.01 | |
Common stock, shares authorized | 29,600,000 | 29,600,000 | |
Common stock, shares issued | 21,571,387 | 13,019,061 | |
Common stock, shares outstanding | 21,571,387 | 13,019,061 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | |||
Net sales | $ 551,134 | $ 454,171 | $ 501,822 |
Cost of sales | 328,518 | 287,118 | 338,185 |
Gross profit | 222,616 | 167,053 | 163,637 |
Operating expense: | |||
Distribution and selling | 158,512 | 129,920 | 170,587 |
General and administrative | 38,589 | 20,336 | 25,611 |
Depreciation and amortization | 35,606 | 24,022 | 8,057 |
Restructuring costs | 634 | 715 | 9,166 |
Executive and management transition costs | 2,741 | ||
Total operating expense | 233,341 | 174,993 | 216,162 |
Operating loss | (10,725) | (7,940) | (52,525) |
Other income (expense): | |||
Interest income | 199 | 3 | 17 |
Interest expense | (11,727) | (5,237) | (3,777) |
Loss on debt extinguishment | (663) | ||
Total other expense, net | (12,191) | (5,234) | (3,760) |
Loss before income taxes | (22,916) | (13,174) | (56,285) |
Income tax provision | (110) | (60) | (11) |
Net loss | (23,026) | (13,234) | (56,296) |
Less: Net loss attributable to non-controlling interest | (1,018) | ||
Net loss attributable to shareholders | $ (22,008) | $ (13,234) | $ (56,296) |
Net loss per common share | $ (1.14) | $ (1.23) | $ (7.54) |
Net loss per common share - assuming dilution | $ (1.14) | $ (1.23) | $ (7.54) |
Weighted average number of common shares outstanding: | |||
Basic | 19,362,062 | 10,745,916 | 7,462,380 |
Diluted | 19,362,062 | 10,745,916 | 7,462,380 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (23,026) | $ (13,234) | $ (56,296) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | (2,428) | ||
Total other comprehensive income (loss) | (2,428) | ||
Comprehensive loss | (25,454) | (13,234) | (56,296) |
Comprehensive loss attributable to non-controlling interest | (1,018) | ||
Comprehensive loss attributable to shareholders | $ (24,436) | $ (13,234) | $ (56,296) |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) | Common StockChange in cumulative translation adjustment | Common Stock | Additional Paid-in CapitalChange in cumulative translation adjustment | Additional Paid-in Capital | Accumulated DeficitChange in cumulative translation adjustment | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss)Change in cumulative translation adjustment | Accumulated Other Comprehensive Income (Loss) | Equity of Non-controlling Interest | Change in cumulative translation adjustment | Total |
Stockholders' equity, Beginning balance at Feb. 02, 2019 | $ 68,000 | $ 442,808,000 | $ (377,925,000) | $ 64,951,000 | |||||||
Common Stock, Shares, Outstanding period beginning at Feb. 02, 2019 | 6,791,934 | ||||||||||
Net loss | $ 0 | 0 | (56,296,000) | $ 0 | $ 0 | (56,296,000) | |||||
Repurchases of common stock | $ 0 | 0 | 0 | ||||||||
Repurchases of common stock (in shares) | 0 | ||||||||||
Common stock issuances pursuant to equity compensation awards | $ 2,000 | (41,000) | 0 | (39,000) | |||||||
Common stock issuances pursuant to equity compensation awards (in shares) | 225,293 | ||||||||||
Share-based payment compensation | $ 0 | 2,204,000 | 0 | 2,204,000 | |||||||
Common stock issuances pursuant to business acquisitions, Value | $ 4,000 | 1,852,000 | 0 | 1,856,000 | |||||||
Common stock issuances pursuant to business acquisitions, Shares | 391,000 | ||||||||||
Common stock and warrant issuance | $ 8,000 | 6,010,000 | 0 | 6,018,000 | |||||||
Common stock and warrant issuance (in shares) | 800,000 | ||||||||||
Stockholders' equity, ending balance at Feb. 01, 2020 | $ 82,000 | 452,833,000 | (434,221,000) | 18,694,000 | |||||||
Common Stock, Shares, Outstanding period end at Feb. 01, 2020 | 8,208,227 | ||||||||||
Net loss | $ 0 | 0 | (13,234,000) | (13,234,000) | |||||||
Common stock issuances pursuant to equity compensation awards | $ 1,000 | (14,000) | 0 | (13,000) | |||||||
Common stock issuances pursuant to equity compensation awards (in shares) | 99,822 | ||||||||||
Exercise of warrants | $ 1,000 | (1,000) | 0 | ||||||||
Exercise of warrants (in shares) | 114,698 | ||||||||||
Share-based payment compensation | $ 0 | 1,960,000 | 0 | 1,960,000 | |||||||
Common stock and warrant issuance | $ 46,000 | 19,597,000 | 0 | 19,643,000 | |||||||
Common stock and warrant issuance (in shares) | 4,596,314 | ||||||||||
Stockholders' equity, ending balance at Jan. 30, 2021 | $ 130,000 | 474,375,000 | (447,455,000) | $ 27,050,000 | |||||||
Common Stock, Shares, Outstanding period end at Jan. 30, 2021 | 13,019,061 | 13,019,061 | |||||||||
Net loss | $ 0 | 0 | (22,008,000) | (1,018,000) | $ (23,026,000) | ||||||
Common stock issuances pursuant to equity compensation awards | $ 4,000 | (206,000) | 0 | (202,000) | |||||||
Common stock issuances pursuant to equity compensation awards (in shares) | 413,626 | ||||||||||
Share-based payment compensation - restricted stock | $ 0 | 3,146,000 | 0 | 3,146,000 | |||||||
Share-based payment compensation - options | 0 | 174,000 | 0 | 174,000 | |||||||
Common stock and warrant issuance | $ 81,000 | 61,138,000 | 0 | 61,219,000 | |||||||
Common stock and warrant issuance (in shares) | 8,138,700 | ||||||||||
Investment of non-controlling interest | $ 0 | 0 | 0 | 3,430,000 | 3,430,000 | ||||||
Stockholders' equity, ending balance at Jan. 29, 2022 | $ 0 | $ 216,000 | $ 0 | $ 538,627,000 | $ 0 | $ (469,463,000) | $ (2,428,000) | $ (2,428,000) | $ 2,412,000 | $ (2,428,000) | $ 69,363,000 |
Common Stock, Shares, Outstanding period end at Jan. 29, 2022 | 21,571,387 | 21,571,387 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
OPERATING ACTIVITIES: | |||
Net loss | $ (23,026) | $ (13,234) | $ (56,296) |
Adjustments to reconcile net loss to net cash provided by (used for) operating activities: | |||
Depreciation and amortization | 39,361 | 27,978 | 12,014 |
Share-based payment compensation | 3,320 | 1,960 | 2,204 |
Inventory impairment write-down | 0 | 0 | 6,050 |
Payments for television broadcast rights | (28,969) | (8,567) | |
Amortization of deferred financing costs | 1,313 | 196 | 201 |
Loss on debt extinguishment | 663 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable, net | (1,932) | 1,643 | 18,285 |
Inventories | (23,426) | 10,148 | (18,816) |
Deferred revenue | (142) | 98 | 58 |
Prepaid expenses and other | (11,069) | 1,360 | 776 |
Accounts payable and accrued liabilities | (6,069) | (15,351) | 29,367 |
Net cash (used for) provided by operating activities | (49,976) | 6,231 | (6,157) |
INVESTING ACTIVITIES: | |||
Property and equipment additions | (10,037) | (4,892) | (7,146) |
Acquisitions | (100,411) | (638) | |
Vendor exclusivity agreement | (6,000) | ||
Net cash used for investing activities | (116,448) | (4,892) | (7,784) |
FINANCING ACTIVITIES: | |||
Proceeds from issuance of revolving loan | 96,952 | 26,400 | 188,100 |
Proceeds from issuance of common stock and warrants | 61,877 | 20,043 | 6,000 |
Proceeds from issuance of term loan | 28,500 | ||
Proceeds from issuance of long term bonds | 80,000 | ||
Payments on revolving loan | (77,736) | (39,300) | (188,100) |
Payments on term loan | (12,440) | (2,714) | (2,488) |
Payments for business acquisition | (238) | ||
Payments for common stock issuance costs | (659) | (216) | (109) |
Payments on finance leases | (86) | (103) | (71) |
Payments for restricted stock issuance | (202) | (13) | (39) |
Payments for deferred financing costs | (11,191) | ||
Payments on sellers note | (2,000) | ||
Payments for debt extinguishment costs | (405) | ||
Net cash provided by financing activities | 162,610 | 3,859 | 3,293 |
Net increase (decrease) in cash and restricted cash | (3,814) | 5,198 | (10,648) |
Effect of exchange rate changes on cash | 1,517 | ||
BEGINNING CASH AND RESTRICTED CASH | 15,485 | 10,287 | 20,935 |
ENDING CASH AND RESTRICTED CASH | $ 13,188 | $ 15,485 | $ 10,287 |
The Company
The Company | 12 Months Ended |
Jan. 29, 2022 | |
The Company | |
The Company | (1) The Company The Company is a leading interactive media company capitalizing on the convergence of entertainment, ecommerce, and advertising. The Company owns a growing, global portfolio of entertainment, consumer brands and media commerce services businesses that cross promote and exchange data with each other to optimize the engagement experiences it creates for advertisers and consumers. The Company’s growth strategy revolves around its ability to increase its expertise and scale using interactive video and first-party data to engage customers within multiple business models and multiple sales channels. The Company believes its growth strategy builds on its core strengths and provides an advantage in these marketplaces. During fiscal 2021, the Company began reporting based on three reportable segments: ● Entertainment, which is comprised of its television networks, ShopHQ, ShopBulldogTV, ShopHQHealth, ShopJewelryHQ and 1-2-3.tv. ● Consumer Brands, which is comprised of Christopher & Banks (“C&B”), J.W. Hulme Company (“JW”), Cooking with Shaquille O’Neal (“Shaq”), OurGalleria.com and TheCloseout.com. ● Media Commerce Services, which is comprised of iMedia Digital Services (“iMDS”), Float Left (“FL”) and i3PL. The corresponding current and prior period segment disclosures have been recast to reflect the current segment presentation. The Entertainment segment accounted for the majority of net sales and gross profit for the year ended January 29, 2022, while the Consumer Brands segment and Media Commerce Services segment accounted for the second and third most net sales and gross profit, respectively, for the year ended January 29, 2022. See Note 11, Business Segments and Sales by Product Group |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jan. 29, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies Fiscal Year The Company’s fiscal year ends on the Saturday nearest to January 31 and results in either a 52-week or 53-week fiscal year. References to years in this report relate to fiscal years, rather than to calendar years. The Company’s most recently completed fiscal year, fiscal 2021, ended on January 29, 2022, and consisted of 52 weeks 52 weeks 52 weeks Principles of Consolidation The Company’s consolidation policy requires equity investments that the Company exercises significant influence over but do not control the investee and are not the primary beneficiary of the investee’s activities to be accounted for using the equity method. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (GAAP). The books and records of subsidiaries located in foreign countries are maintained according to generally accepted accounting principles in those countries. Upon consolidation, the Company evaluates the differences in accounting principles and determines whether adjustments are necessary to convert the foreign financial statements to the accounting principles upon which the consolidated financial statements are based. All intercompany transactions have been eliminated. Reclassification Certain prior period amounts have been reclassified for consistency with current period presentation. Foreign Currency Translation For most foreign operations, local currencies are considered the functional currency. Assets and liabilities of non-U.S dollar functional currency entities are translated to U.S dollars at fiscal year-end exchange rates and the resulting gains and losses from the translation of net assets located outside the U.S. are recorded as a cumulative translation adjustment, a component of accumulated other comprehensive income (loss) on the consolidated balance sheets. Elements of the consolidated statement of operations are translated at average exchange rates in effect during the fiscal year. Revenue Recognition For revenue in the entertainment and consumer brands reporting segments, revenue is recognized when control of the promised merchandise is transferred to customers in an amount that reflects the consideration the Company expects to receive in exchange for the merchandise, which is upon shipment. Revenue is reported net of estimated sales returns, credits and incentives, and excludes sales taxes. Sales returns are estimated and provided for at the time of sale based on historical experience. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in Accounting Standards Codification (“ASC”) 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Substantially all of the Company’s merchandise sales are single performance obligation arrangements for transferring control of merchandise to customers or providing service to customers. The Company’s merchandise is generally sold with a right of return for up to a certain number of days after the merchandise is shipped and the Company may provide other credits or incentives, which are accounted for as variable consideration when estimating the amount of revenue to recognize. Merchandise returns and other credits including the provision for returns are estimated at contract inception and updated at the end of each reporting period as additional information becomes available. For revenue in the media commerce services reporting segment, or the Company’s services sales, such as digital advertising services and OTT Apps services, are both single and multiple performance obligations arrangements. For services contracts, the Company accounts for individual performance obligations separately if they are distinct. Typical performance obligations are website design, management and performance; maintenance and support services; search services; advertising services; and sale of merchandise. The transaction price for services is allocated to the separate performance obligations on a relative standalone selling price basis. Standalone selling prices of services are typically estimated based on observable transactions when these services are sold on a standalone basis. For revenue in the media advertising services segment, revenue is recognized when the services are provided to the customer, which is generally performed over time. Revenue earned for website design, management and performance and maintenance and support fees is recognized from customers as its obligation to deliver the service is satisfied, which is when the service is delivered. Revenue earned from digital advertising is recognized based on amounts received from advertising customers as the impressions are delivered or the actions occur, according to contractually determined rates. The Company expects payment within 30 to 90 days from the invoice date (fulfillment of performance obligations or per contract terms). Differences between the amount of revenue recognized and the amount invoiced are recognized as deferred revenue. None of the Company’s contracts contained a significant financing component. In accordance with ASC 606-10-50, the Company disaggregates revenue from contracts with customers by significant product groups and timing of when the performance obligations are satisfied. A reconciliation of disaggregated revenue by segment and significant product group is provided in Note 11 – “Business Segments and Sales by Product Group.” The Company evaluated whether it is the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis) in certain vendor arrangements where the merchandise is shipped directly from the vendor to the Company’s customer and the purchase and sale of inventory is virtually simultaneous. Generally, the Company is the principal and reports revenues from such vendor arrangements on a gross basis, as it controls the merchandise before it is transferred to the customer. The Company’s control is evidenced by it being primarily responsible to the customers, establishing price and its inventory risk upon customer returns. The Company also evaluated whether it is the principal or agent in its contracts for portal and advertising services. Generally, the Company is the principal and reports revenues from such customer contracts on a gross basis as the Company is primarily responsible for fulfilling the related obligations, bears the risk of collection and establishes pricing. The Company incurs incremental costs to obtain contracts. As contract terms are generally one year or less, the Company elects the practical expedient to expense these costs as incurred. Merchandise Returns For the Company’s product sales in the entertainment and consumer brands reporting segments, the Company records a merchandise return liability as a reduction of gross sales for anticipated merchandise returns. The Company estimates and evaluates the adequacy of its merchandise return 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 January 29, 2022 and January 30, 2021, the Company recorded a merchandise return liability of $8,126 and $5,271, included in accrued liabilities, and a right of return asset of $3,770 and $2,749, included in other current assets. Shipping and Handling For the Company’s shipping and handling in the entertainment and consumer brands reporting segments, the Company has elected to account for shipping and handling as activities to fulfill the promise to transfer the merchandise. Shipping and handling fees charged to customers are recognized as revenues when the customer obtains control of the merchandise, which is upon shipment. The Company records the related costs for shipping and handling activities at the time of shipment as cost of sales in the accompanying statements of operations. Sales and VAT Taxes The Company has elected to exclude from revenue the sales and VAT taxes imposed on its sales and collected from customers. Accounts Receivable For its entertainment and consumer brands segments, the Company utilizes an installment payment program called ValuePay that entitles customers to purchase merchandise and generally pay for the merchandise in two or more equal monthly credit card installments. Payment is generally required within 30 to 60 days from the purchase date. The Company has elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component when the payment terms are less than one year. Accounts receivable consist primarily of amounts due from customers for merchandise and service sales, receivables from credit card companies, and amounts due from vendors for unsold and returned products and are reflected net of reserves for estimated uncollectible amounts. The Company records accounts receivable at the invoiced amount and does not charge interest on past due invoices A provision for ValuePay bad debts is provided as a percentage of ValuePay receivables in the period of sale and is based on historical experience and the Company’s judgments about the creditworthiness of customers based on ongoing credit evaluations. The Company reviews its accounts receivable from customers that are past due to identify specific accounts with known disputes or collectability issues. As of January 29, 2022 and January 30, 2021, the Company had approximately $47,008 and $49,736 of net receivables due from customers under the ValuePay installment program and total reserves for estimated uncollectible amounts of $3,019 and $3,132. 1-2-3.tv receivables totaled approximately $6,011 at January 29, 2022. Regarding the media commerce services segment, receivables related to iMDS were $9,292 at January 29, 2022. Cost of Sales and Other Operating Expenses Cost of sales includes primarily the cost of merchandise sold and services provided, shipping and handling costs, inbound freight costs, excess and obsolete inventory charges, distribution facility depreciation, vendor share based payment compensation, revenue sharing, content acquisition costs, co-location facility costs, royalty costs and product support costs. Revenue sharing consists of amounts accrued and paid to customers for the internet traffic on Managed Portals where the Company is the primary obligor, resulting in the generation of search and digital advertising revenue. The revenue-sharing agreements with customers are primarily variable payments based on a percentage of the search and digital advertising revenue. Purchasing and receiving costs, including costs of inspection, are included as a component of distribution and selling expense and were approximately $7,788, $5,085 and $8,730 for fiscal 2021, fiscal 2020 and fiscal 2019. Distribution and selling expense consists primarily of cable and satellite access fees, credit card fees, bad debt expense and costs associated with purchasing and receiving, inspection, marketing and advertising, show production, promotional materials, website marketing and merchandising, telemarketing, customer service, warehousing, fulfillment, TV broadcasting and studio operation, share based compensation and compensation-related expenses to the Company’s direct sales and marketing personnel. General and administrative expense consists primarily of costs associated with executive, legal, accounting and finance, information systems and human resources departments, software and system maintenance contracts, insurance, investor and public relations, share based compensation and director fees. Cash Cash consists of cash on deposit. The Company maintains its cash balances at financial institutions in demand deposit accounts that are federally insured (in the U.S). The Company has not experienced losses in such accounts and believes it is not exposed to any significant credit risk on its cash. Restricted Cash Equivalents The Company’s restricted cash equivalents consist of demand deposit accounts and are generally restricted for a period ranging from 30 to 60 days. Interest income is recognized when earned. The following table provides a reconciliation of cash and restricted cash equivalents reported with the consolidated balance sheets to the total of the same amounts shown in the consolidated statements of cash flows: January 29, 2022 January 30, 2021 February 1, 2020 Cash $ 11,295 $ 15,485 $ 10,287 Restricted cash equivalents 1,893 — — Total cash and restricted cash equivalents $ 13,188 $ 15,485 $ 10,287 Inventories Inventories, which consists primarily of consumer merchandise held for resale, are stated at the lower of average cost or net realizable value. As of January 29, 2022, January 30, 2021, and February 1, 2020, inventory obsolescence reserves were $8,939 $9,985, and $12,320, respectively. During fiscal 2021, 2020 and 2019, products purchased from one vendor accounted for approximately 16%, 20% and 19% of the Company’s consolidated net sales. During fiscal 2021 and 2020, products purchased from a second vendor accounted for approximately 11% and 14% of the Company’s consolidated net sales. These two vendors are related parties and additional information is included in Note 19 – “Related Party Transactions.” Marketing and Advertising Costs Marketing and advertising costs are expensed as incurred and consist primarily of online advertising, including amounts paid to online search engine operators and customer mailings. Total marketing and advertising costs and online search marketing fees totaled $8,717, $3,852 and $4,673 for fiscal 2021, fiscal 2020 and fiscal 2019. The Company includes advertising costs as a component of distribution and selling expense in the Company’s consolidated statement of operations. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Improvements and renewals that extend the life of an asset are capitalized and depreciated. Repairs and maintenance are charged to expense as incurred. The cost and accumulated depreciation of property and equipment retired or otherwise disposed of are removed from the related accounts, and any residual values are charged or credited to operations. Depreciation and amortization for financial reporting purposes are provided on a straight-line method based upon estimated useful lives. Costs incurred to develop software for internal use and for the Company’s websites are capitalized and amortized over the estimated useful life of the software. Costs related to maintenance of internal-use software and for the Company’s website are expensed as incurred. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment would be recognized when the carrying amount of an asset or asset group exceeds the future estimated undiscounted cash flows expected to be generated by the asset or asset group. If the carrying amount of the asset or asset group exceeds its estimated future cash flows, an impairment charge is recognized in the amount that the carrying amount of the asset exceeds the fair value of the asset. Television Broadcast Rights Television broadcast rights are affiliation agreements with television service providers for carriage of the Company’s television programming over their systems, including channel placement rights, which generally run from one Goodwill Goodwill represents the excess of purchase price over the value assigned to the net assets, including identifiable intangible assets, of a business acquired. Goodwill is tested for impairment at the reporting unit level. A reporting unit is defined as an operating segment or one level below an operating segment, referred to as a component. A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and segment management regularly reviews the operating results of that component. The Company performs its annual goodwill impairment tests as of the first day of the fourth quarter of the fiscal year or in interim periods if certain events occur indicating that the carrying amount may be impaired, such as changes in the business climate, poor indicators of operating performance or the sale or disposition of a significant portion of a reporting unit. When testing goodwill, the Company has the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is less than their respective carrying amounts as the basis to determine if it is necessary to perform a quantitative impairment test. If the Company chooses not to complete a qualitative assessment, or if the initial assessment indicates that it is more likely than not that the carrying amount of a reporting unit or the carrying amount of an indefinite-lived intangible asset exceed their respective estimated fair values, a quantitative test is required. In performing a quantitative impairment test, the Company compares the fair value of each reporting unit and with their respective carrying amounts. If the carrying amounts of the reporting unit exceed their respective fair values, an impairment charge is recognized in an amount equal to the difference, limited to the total amount of goodwill allocated to that reporting unit. There was no impairment of goodwill for the years ended January 29, 2022 and January 30, 2021; however, events such as prolonged economic weakness or unexpected significant declines in operating results of any of our reporting units or businesses, may result in goodwill impairment charges in the future. Intangible Assets Identifiable intangibles with finite lives are amortized over their estimated useful lives. Identifiable intangible assets that are subject to amortization are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The impairment test consists of a comparison of the fair value of the intangible asset with its carrying amount. There was no impairment of intangible assets for the years ended January 29, 2022 and January 30, 2021; however, events such as prolonged economic weakness or unexpected significant declines in operating results of any of our reporting units or businesses, may result in goodwill impairment charges in the future. Earn-outs Earn-outs are contingent consideration issued under a business acquisition that is dependent on the future revenues of the business acquired. The Company’s earn-outs are not indexed to the Company’s stock and are therefore precluded from equity treatment and are recorded as liabilities in the Consolidated Balance Sheets. The Company remeasures the earn-outs at each reporting period based on the amount the Company expects to pay, with any changes being recorded in the Consolidated Statements of Operations. Stock-Based Compensation Compensation is recognized for all stock-based compensation arrangements by the Company, including employee and non-employee stock option and restricted stock unit grants. The estimated grant date fair value of each stock-based award is recognized as compensation over the requisite service period, which is generally the vesting period. Stock-based compensation expense is recognized net of forfeitures, which the Company estimates based on historical data. The estimated fair value of each option is calculated using the Black-Scholes option-pricing model for time-based vesting awards and a Monte Carlo valuation model for market-based vesting awards. The estimated fair value of restricted stock grants is based on the grant date closing price of the Company’s stock for time-based vesting awards and a Monte Carlo valuation model for market-based vesting awards. Income Taxes The Company accounts for income taxes under the liability method of accounting whereby deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between 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. The Company assesses the recoverability of its deferred tax assets and records a valuation allowance when it is more likely than not some portion of the deferred tax asset will not be realized. The Company recognizes interest and penalties related to uncertain tax positions within income tax expense. The Company accounts for uncertain tax positions using a more-likely-than-not recognition threshold based on the technical merits of the tax position taken. Tax benefits that meet the more-likely-than-not recognition threshold should be measured as the largest amount of tax benefits, determined on a cumulative probability basis, which is more likely than not to be realized upon ultimate settlement in the financial statements. As of January 29, 2022, and January 30, 2021, accrued interest or penalties related to uncertain tax positions was insignificant. Accumulated Other Comprehensive Loss Comprehensive loss is comprised of net loss and all changes to the statements of stockholders’ equity. Accumulated other comprehensive loss as of January 29, 2022 consists of foreign currency translation adjustments. There was no accumulated other comprehensive income or loss as of January 30, 2021. Net Loss Per Common Share Basic net loss per share is computed by dividing reported loss by the weighted average number of shares of common stock outstanding for the reported period. Diluted net income per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock of the Company during reported periods and is calculated using the treasury method. A reconciliation of net loss per share calculations and the number of shares used in the calculation of basic net loss per share and diluted net loss per share is as follows: For the Years Ended January 29, 2022 January 30, 2021 February 1, 2020 Numerator: Net loss attributable to shareholders $ (22,008) $ (13,234) $ (56,296) Earnings allocated to participating share awards — — — Net loss attributable to common shares — Basic and diluted $ (22,008) $ (13,234) $ (56,296) Denominator: Weighted average number of common shares outstanding — Basic (a) 19,362,062 10,745,916 7,462,380 Dilutive effect of stock options, non-vested shares and warrants (b) — — — Weighted average number of common shares outstanding — Diluted 19,362,062 10,745,916 7,462,380 Net loss per common share $ (1.14) $ (1.23) $ (7.54) Net loss per common share — assuming dilution $ (1.14) $ (1.23) $ (7.54) (a) During fiscal 2018, the Company issued a restricted stock award that is a participating security. For fiscal 2021, fiscal 2020 and fiscal 2019, the entire undistributed loss is allocated to common shareholders. (b) For fiscal 2020, the basic earnings per share computation included 21,000 outstanding fully paid warrants to purchase shares of the Company’s common stock at a price of $0.001 per share. (c) For fiscal 2021, fiscal 2020 and fiscal 2019, there were approximately 960,000 , 591,000 and 46,000 incremental, in-the-money, potentially dilutive common shares outstanding. The incremental in-the-money potentially dilutive common stock shares are excluded from the computation of diluted earnings per share, as the effect of their inclusion would be anti-dilutive. Fair Value of Financial Instruments GAAP requires disclosures of fair value information about financial instruments for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument. GAAP excludes certain financial instruments and all non-financial instruments from its disclosure requirements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs to valuation methodologies used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1 – Defined as observable inputs, such as quoted prices (unadjusted), for identical instruments in active markets; ● Level 2 – Defined as inputs other than quoted prices in active markets that are either directly or indirectly observable, such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3 – Defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The Company used the following methods and assumptions in estimating its fair values for financial instruments. The carrying amounts reported in the accompanying consolidated balance sheets approximate the fair value for cash, short-term investments, accounts receivable, trade payables and accrued liabilities, due to the short maturities of those instruments. The fair value of the Company’s variable rate Siena Lending Group, GreenLake Real Estate Finance LLC, and PNC Credit facilities, approximates, and is based on, their carrying value due to the variable rate nature of the financial instrument. The additional disclosures regarding the Company’s fair value measurements are included in Note 8 – “Fair Value Measurements.” Fair Value Measurements on a Nonrecurring Basis Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to the Company’s tangible fixed assets and finite-lived intangible assets. These assets and liabilities are recorded at fair value only if an impairment is recognized in the current period. If the Company determines that impairment has occurred, the carrying value of the asset is reduced to fair value and the difference is recorded as a loss within operating income in the consolidated statement of operations. The Company had no remeasurements of such assets or liabilities to fair value during fiscal 2021, fiscal 2020 or fiscal 2019. Use of Estimates The preparation of financial statements in conformity with GAAP in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during reporting periods. These estimates relate primarily to the carrying amounts of accounts receivable and inventories, the realizability of certain long-term assets and the recorded balances of certain accrued liabilities and reserves. Ultimate results could differ from these estimates. Recently Adopted Accounting Standards In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-15 Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments Codification Improvements to Topic 326, Financial Instruments—Credit Losses of allowances for losses. The Company adopted this guidance during the first quarter of fiscal 2021 on a prospective basis. The adoption of the ASU 2016-13 and subsequent amendments did not have a material impact on the Company’s consolidated financial statements. On December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting Reference Rate Reform (Topic 848) In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Liabilities from Contracts with Customers In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance |
Property and Equipment
Property and Equipment | 12 Months Ended |
Jan. 29, 2022 | |
Property and Equipment | |
Property and Equipment | (3) Property and Equipment Property and equipment in the accompanying consolidated balance sheets consisted of the following: Estimated Useful Life (In Years) January 29, 2022 January 30, 2021 Land and improvements — $ 3,460 $ 3,236 Buildings and leasehold improvements 3-40 44,726 42,441 Transmission and production equipment 5-10 8,397 8,188 Office and warehouse equipment 3-15 21,602 18,519 Computer hardware, software and telephone equipment 3-10 102,951 91,561 181,136 163,945 Less — Accumulated depreciation (132,911) (121,957) $ 48,225 $ 41,988 Depreciation expense in fiscal 2021, fiscal 2020 and fiscal 2019 was $11,018, $10,662 and $10,661. |
Television Distribution Rights
Television Distribution Rights | 12 Months Ended |
Jan. 29, 2022 | |
Television Distribution Rights | |
Television Broadcast Rights | (4) Television Broadcast Rights Television broadcast rights in the accompanying consolidated balance sheets consisted of the following: January 29, 2022 January 30, 2021 Television broadcast rights $ 146,200 $ 43,655 Less accumulated amortization (43,858) (16,902) Television broadcast rights, net $ 102,342 $ 26,753 During fiscal 2021 and 2020, the Company entered into certain affiliation agreements with television service providers for carriage of the Company’s television programming over their systems, including the rights for channel placements. These rights provide the Company with a channel position on the service provider's channel line-up, or television broadcast rights. The Company recorded additional television broadcast rights of $102,545 and $43,655 during fiscal 2021 and fiscal 2020, which represents the present value of payments for the television broadcast rights. Television broadcast rights are amortized on a straight-line basis over the lives of the individual agreements. The remaining weighted average lives of the television broadcast rights was 4.4 years and 1.4 years as of January 29, 2022, and January 30, 2021. Amortization expense related to the television broadcast rights was $26,956 for fiscal 2021 and $16,902 for fiscal 2020 and is included in depreciation and amortization within the consolidated statements of operations. The table below presents the estimated future amortization expense of television broadcast rights as of January 29, 2022, by fiscal year: 2022 $ 27,521 2023 20,493 2024 20,493 2025 20,493 2026 13,342 Thereafter — Total $ 102,342 The liability relating to the television broadcast rights was $113,189 and $36,530 as of January 29, 2022, and January 30, 2021, of which $31,921 and $29,173 was classified as current in the accompanying consolidated balance sheets. The long-term portion of the obligations is included in other long-term liabilities within the accompanying consolidated balance sheets. Interest expense related to the television broadcast rights obligation was $3,081 during fiscal 2021 and $1,443 during fiscal 2020. In addition to the broadcast rights, the Company's affiliation agreements generally provide that it will pay each operator a monthly access fee, most often based on the number of homes receiving the Company's programming, and in some cases marketing support payments. Monthly access fees are expensed as distribution and selling expense within the consolidated statement of operations. See Note 16 – “Commitments and Contingencies” for additional information regarding the Company’s cable and satellite distribution agreements. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Jan. 29, 2022 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | (5) Goodwill and Intangible Assets Goodwill The following table presents the changes in goodwill during the year ended January 29, 2022: Balance, January 30, 2021 $ — Goodwill acquired 101,852 Foreign currency translation adjustment (2,802) Balance, January 29, 2022 $ 99,050 Finite-lived Intangible Assets Finite-lived intangible assets in the accompanying consolidated balance sheets consisted of the following: January 29, 2022 January 30, 2021 Estimated Gross Gross Useful Life Carrying Accumulated Carrying Accumulated (In Years) Amount Amortization Net Amount Amount Amortization Net Amount Trademarks and Trade Names 15 $ 14,462 $ (451) $ 14,011 $ 1,568 $ (124) $ 1,444 Technology 4 9 6,524 (752) 5,772 772 (228) 544 Customer Lists and Relationships 3 14 8,689 (619) 8,070 339 (93) 246 Vendor Exclusivity 5 193 (106) 87 192 (67) 125 Total finite-lived intangible assets $ 29,868 $ (1,928) $ 27,940 $ 2,871 $ (512) $ 2,359 Intangible Assets, net in the accompanying balance sheets consist of the trade names, technology, customer lists and a vendor exclusivity agreement, as discussed in the following paragraphs. Amortization expense related to the finite-lived intangible assets was $1,416, $415 and $1,353 for 2021, 2020 and 2019, respectively. The table below presents the estimated future amortization expense of finite-lived intangible assets as of January 29, 2022, by fiscal year: 2022 $ 3,223 2023 3,165 2024 2,968 2025 2,707 2026 2,002 Thereafter 13,875 Total $ 27,940 In November 2021, the Company completed the acquisition of all the used and outstanding equity interests of 1-2-3.tv Invest GmbH and 1-2-3.tv Holding GmbH (“1-2-3.tv”). The intangible assets acquired through the acquisition include the 1-2-3.tv trademark, developed technology, customer relationships and goodwill valued at $13,172, $3,813, $3,466, and $72,555, respectively. The trade name, developed technology and customer relationships will be amortized over their estimated useful lives of fifteen nine In July 2021, the Company completed the acquisition of Synacor’s Portal and Advertising business segment. The intangible assets acquired through the acquisition include the Synacor developed technology, the Synacor customer relationships and goodwill at a value of $1,050, $4,600 and $24,250, respectively. The developed technology and customer relationships will be amortized over their estimated useful lives of seven In March 2021, the Company acquired all of the assets of Christopher & Banks, LLC (“C&B”). The intangible assets acquired through the business combination include the C&B developed technology, customer relationships and goodwill valued at $890, $400 and $3,307, respectively. The developed technology and customer relationships will be amortized over their estimated useful lives of seven In February 2021, the Company became a controlling member under a limited liability company agreement for TCO, LLC, a Delaware LLC newly created to operate a joint venture between the Company and LAKR Ecomm Group LLC (“LAKR”). The joint venture will operate TheCloseout.com. The intangible assets acquired through the business combination include the TCO developed technology, trade name and goodwill valued at $110, $180 and $1,740, respectively. The developed technology and trade name will be amortized over their estimated useful lives of seven In November 2019, the Company completed the acquisition of Float Left Interactive, Inc. (“Float Left”). The intangible assets acquired through the business combination include the Float Left developed technology, the Float Left customer relationships and the Float Left trade name valued at $772, $253 and $88, respectively, and are being amortized over their estimated useful lives of four five In November 2019, the Company completed the acquisition of J.W. Hulme Company (“J.W. Hulme”). The intangible assets acquired through the business combination include the J.W. Hulme trade name and J.W. Hulme customer list valued at $1,480 and $86 and are being amortized over their estimated useful lives of fifteen In May 2019, the Company entered into a five-year vendor exclusivity agreement with Sterling Time, LLC (“Sterling Time”) and Invicta Watch Company of America, Inc. (“IWCA”) in connection with the closing under the private placement securities purchase agreement described in Note 10 below. The vendor exclusivity agreement grants the Company the exclusive right in television shopping to market, promote and sell the products from IWCA. The Company issued five-year warrants to purchase 350,000 shares of our common stock in connection with and as consideration for primarily entering into a vendor exclusivity agreement with the Company, which represented an aggregate value of $193. The vendor exclusivity agreement is being amortized as cost of sales over the five-year agreement term. See Note 10 – “Shareholders’ Equity” for additional information. In May 2019, the Company announced the decision to change the name of the Evine network back to ShopHQ, which was the name of the network in 2014. The remaining carrying amount of the Evine trademark was amortized prospectively over the revised remaining useful life through August 21, 2019, the date of the network name change. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Jan. 29, 2022 | |
Accrued Liabilities | |
Accrued Liabilities | (6) Accrued Liabilities Accrued liabilities in the accompanying consolidated balance sheets consisted of the following: January 29, 2022 January 30, 2021 Allowance for sales returns $ 8,126 $ 5,271 Accrued cable access fees 7,290 11,150 Accrued payroll and related 6,149 4,183 Accrued freight expenses 3,961 3,197 Accrued operating expenses 2,815 2,920 Accrued inventory-in-transit 2,710 158 Accrued advertising expenses 2,795 — Accrued transaction costs 2,405 — Other accrued expenses 8,137 2,630 Total accrued liabilities $ 44,388 $ 29,509 |
Private Label Consumer Credit C
Private Label Consumer Credit Card Program | 12 Months Ended |
Jan. 29, 2022 | |
Private Label Consumer Credit Card Program | |
ShopHQ Private Label Consumer Credit Card Program | (7) Private Label Consumer Credit Card Program The Company has a private label consumer credit card program (the “Program”). The Program is made available to all qualified consumers in the entertainment and consumer brands to finance purchases and provides benefits including instant purchase credits, free or reduced shipping promotions throughout the year and promotional low-interest financing on qualifying purchases. Use of this credit card enhances customer loyalty, reduces total credit card expense and reduces the Company’s overall bad debt exposure since the credit card issuing bank bears the risk of loss on the credit card transactions except those in the Company’s ValuePay installment payment program. In April 2021, the Company extended the Program through August 2022 by entering into a Private Label Consumer Credit Card Program Agreement Amendment with Synchrony Financial, the issuing bank for the Program. Approximately 19%, 19% and 21% of entertainment and consumer brands reporting segment customer purchases were paid for using our private label consumer credit card during fiscal 2021, 2020 and 2019. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Jan. 29, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | (8) Fair Value Measurements GAAP utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to observable quoted prices (unadjusted) in active markets for identical assets and liabilities (Level 1 measurement), then priority to quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market (Level 2 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The valuation for the 8.50% Senior unsecured notes is based on the quoted prices in active markets for identical assets, a Level 1 input. The 8.50% Senior unsecured notes (ticker: IMBIL) are traded on the Nasdaq stock exchange, which the Company considers to be an “active market,” as defined by U.S. GAAP. Therefore, these Notes are measured based on quoted prices in an active market and included as Level 1 fair value instruments in the table below. The carrying amounts of the Siena revolving loan and PNC revolving loan approximate their fair values as their variable interest rates are based on prevailing market rates, which are a Level 2 input. The carrying amounts of the GreenLake Real Estate financing term loan, seller notes, and PNC term loan reasonably approximate their fair values because their interest rates are similar to market rates for similar instruments, which are Level 2 inputs. The Company’s financial instruments are listed with their fair values below: Fair Value Measurements at January 29, 2022 Total Level 1 Level 2 Level 3 Liabilities: Siena revolving loan $ 60,216 $ — $ 60,216 $ — 8.5% Senior unsecured notes (IMBIL) 70,176 70,176 — — GreenLake Real Estate financing term loan 28,500 — 28,500 — Seller notes 29,354 — 29,354 — Fair Value Measurements at January 30, 2021 Total Level 1 Level 2 Level 3 Liabilities: PNC revolving loan $ 53,380 $ — $ 53,380 $ — PNC term loan 12,441 — 12,441 — The Company entered into a foreign currency forward contract on October 26, 2021, designed as a cash flow hedge, to reduce the short-term effects of foreign currency fluctuations on their investment in 1-2-3.tv. The forward contract was settled on November 2, 2021 and a loss of approximately $90 was realized in 2021. As of January 29, 2022, the Company did not have any foreign currency forward contracts outstanding. |
Credit Agreements
Credit Agreements | 12 Months Ended |
Jan. 29, 2022 | |
Credit Agreements | |
Credit Agreements | (9) Credit Agreements The Company’s credit agreements consist of: January 29, 2022 January 30, 2021 Long-term credit facility: Siena revolving loan due July 31, 2024, principal amount $ 60,216 $ — PNC revolving loan due July 27, 2023, principal amount, extinguished in July 2021 — 41,000 Total long-term credit facility 60,216 41,000 8.5% Senior Unsecured Notes, due 2026, principal amount 80,000 — GreenLake Real Estate Financing term loan due July 31, 2024, principal amount 28,500 — PNC term loan due July 27, 2023, principal amount, extinguished in July 2021 — 12,441 Seller notes: Seller note due in annual installments, maturing in November 2023, principal amount 20,062 — Seller note due in quarterly installments, maturing in December 2023, principal amount 8,000 — Total seller notes 28,062 — Total debt 196,778 53,441 Less: unamortized debt issuance costs (7,607) (61) Plus: unamortized debt premium 1,292 — Total carrying amount of debt 190,463 53,380 Less: current portion of long-term debt (14,031) (2,714) Long-term debt, net $ 176,432 $ 50,666 The Company’s foreign subsidiary, 1-2-3.tv has available unsecured lines of credit with Deutsche Bank AG and Bank für Tirol und Vorarlberg AG in the amount of EUR 2,000 (approximately $2,229 based on the January 29, 2022 exchange rate). Borrowings, if any, bear interest at 4.00% variable or the Euro Interbank Offered Rate (EURIBOR) plus 1.55%, per annum. As of January 29, 2022, no balances are outstanding under those credit facilities. Extinguishment of PNC Credit Facility On February 9, 2012, the Company entered into a credit and security agreement (as amended through February 5, 2021, the “PNC Credit Facility”) with PNC Bank, N.A. (“PNC”), a member of The PNC Financial Services Group, Inc., as lender and agent. The PNC Credit Facility, which included CIBC Bank USA (formerly known as The Private Bank) as part of the facility, provided a revolving line of credit of $70,000 and provided for a term loan on which the Company had originally drawn to fund improvements at the Company’s distribution facility in Bowling Green, Kentucky and subsequently to pay down the Company’s previously outstanding GACP Term Loan (as defined below). The PNC Credit Facility also provided an accordion feature that would allow the Company to expand the size of the revolving line of credit by another $20,000 at the discretion of the lenders and upon certain conditions being met. Maximum borrowings and available capacity under the revolving line of credit under the PNC Credit Facility were equal to the lesser of $70,000 or a calculated borrowing base comprised of eligible accounts receivable and eligible inventory. Interest expense recorded under the PNC Credit Facility was $1,558, $3,497, and $3,758 for fiscal 2021, fiscal 2020, and fiscal 2019, respectively. In July 2021, the Company terminated and repaid all amounts outstanding under the PNC Credit Facility term loan and revolving loan agreement. The aggregate amount paid to the lenders under the PNC Credit Facility was $405. As a result of the termination of the PNC Credit Facility, the Company recorded a $663 loss on extinguishment of debt in 2021. 8.50% Senior Unsecured Notes On September 28, 2021, the Company completed and closed on its $80,000 offering of 8.50% Senior Unsecured Notes due 2026 (the “Notes”) and issued the Notes. The Company received related net proceeds of $73,700 after deducting the underwriting discount and estimated offering expenses payable by the Company (including fees and reimbursements to the underwriters). The Notes were issued under an indenture, dated September 28, 2021 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated September 28, 2021 (the “Supplemental Indenture,” and the Base Indenture as supplemented by the Supplemental Indenture, the “Indenture”), between the Company and the Trustee. The Notes were denominated in denominations of $25.00 and integral multiples of $25.00 in excess thereof. The Notes pay interest quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, commencing on December 31, 2021, at a rate of 8.50% per year, and will mature on September 30, 2026. The Notes are the senior unsecured obligations of the Company. There is no sinking fund for the Notes. The Notes are the obligations of iMedia Brands, Inc. only and are not obligations of, and are not guaranteed by, any of the Company’s subsidiaries. The Company may redeem the Notes for cash in whole or in part at any time at its option (i) on or after September 30, 2023 and prior to September 30, 2024, at a price equal to $25.75 per note, plus accrued and unpaid interest to, but excluding, the date of redemption, (ii) on or after September 30, 2024 and prior to September 30, 2025, at a price equal to $25.50 per note, plus accrued and unpaid interest to, but excluding, the date of redemption, and (iii) on or after September 30, 2025 and prior to maturity, at a price equal to $25.25 per note, plus accrued and unpaid interest to, but excluding, the date of redemption. The Indenture provides for events of default that may, in certain circumstances, lead to the outstanding principal and unpaid interest of the Notes becoming immediately due and payable. If a Mandatory Redemption Event (as defined in the Supplemental Indenture) occurs, the Company will have an obligation to redeem the Notes, in whole but not in part, within 45 days after the occurrence of the Mandatory Redemption Event at a redemption price in cash equal to $25.50 per note plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. The Company used all of the net proceeds from the offering to fund its closing cash payment in connection with the acquisition of 1-2-3.tv Invest GmbH and 1-2-3.tv Holding GmbH and any remaining proceeds for working capital and general corporate purposes, which may include payments related to the acquisition. The offering was made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) on August 5, 2021 and declared effective by the Commission on August 12, 2020 (File No. 333-258519), a base prospectus included as part of the registration statement, and a prospectus supplement, dated September 23, 2021, filed with the SEC pursuant to Rule 424(b) under the Securities Act. Interest expense recorded under the 8.50% Senior Unsecured Notes was $2,712 for the year ended January 29, 2022. Debt issuance costs, net of amortization, relating to the revolving line of credit were $5,925 and $0 as of January 29, 2022, and January 30, 2021, respectively and are included as a direct reduction to the 8.50% Senior Unsecured Notes liability balance within the accompanying consolidated balance sheets. The balance of these costs is being expensed as additional interest over the five-year term of the 8.50% Senior Unsecured Notes at an effective interest rate of 10.1%. Siena Credit Facility On July 30, 2021, the Company and certain of its subsidiaries, as borrowers, entered into a loan and security agreement (as amended through September 20, 2021, the “Loan Agreement”) with Siena Lending Group LLC and the other lenders party thereto from time to time, Siena Lending Group LLC, as agent (the “Agent”), and certain additional subsidiaries of the Company, as guarantors thereunder. The Loan Agreement has a three-year term and provides for up to a $80,000 revolving line of credit. Subject to certain conditions, the Loan Agreement also provides for the issuance of letters of credit in an aggregate amount up to $5,000 which, upon issuance, would be deemed advances under the revolving line of credit. Proceeds of borrowings were used to refinance all indebtedness owing to PNC Bank, National Association, to pay the fees, costs, and expenses incurred in connection with the Loan Agreement and the transactions contemplated thereby, for working capital purposes, and for such other purposes as specifically permitted pursuant to the terms of the Loan Agreement. The Company’s obligations under the Loan Agreement are secured by substantially all of its assets and the assets of its subsidiaries as further described in the Loan Agreement. On September 20, 2021, the parties to the Loan and Security Agreement entered into a First Amendment to the Loan Agreement (the “First Amendment”), which revised the agreement to consent to and add the acquired entities of the 1-2-3.tv acquisition as well as consent to the Bond Indenture. The parties also revised the definitions pertaining to “Consolidated Adjusted EBITDA” to include all Loan Parties defined in the agreement in the Senior Net Leverage Ratio, as well as clarifying the measurement thresholds pertaining to Minimum Liquidity. On December 27, 2021, the Company entered into a Second Amendment to the Loan Agreement (the “Second Amendment”). The Second Amendment extends the deadline for the minimum liquidity calculation by 30 days. The Second Amendment did not modify or change any other terms and conditions of the Loan Agreement. On February 25, 2022, the Company executed a Third Amendment to the Loan Agreement (the “Third Amendment”), which further defines how assets and liabilities are exchanged between 1-2-3.tv in Germany and Company in U.S., replaces LIBOR with SOFR, the secured overnight financing rate as administered by the Federal Reserve Bank of New York, which is not expected to have a material impact on our borrowing costs, and changes the date for the Q1 measurement date for the Company’s net debt ratio calculation to April 30, 2022. On April 18, 2022, the parties to the Loan and Security Agreement entered into a Fourth Amendment to the Loan Agreement (the “Fourth Amendment”), which revised the agreement to consent to enter into a Securities Purchase Agreement and sell to Investor a convertible promissory note. Additional information contained in Note 22 – “Subsequent Events” in the notes to our consolidated financial statements. Subject to certain conditions, borrowings under the Loan Agreement as of January 29, 2022 bear interest at 4.50% plus the London interbank offered rate for deposits in dollars (“LIBOR”) for a period of 30 days as published in The Wall Street Journal three business days prior to the first day of each calendar month. There is a floor for LIBOR of 0.50%. If LIBOR is no longer available, a successor rate to be chosen by the Agent in consultation with the Company or a base rate. The Loan Agreement contains customary representations and warranties and financial and other covenants and conditions, including, among other things, minimum liquidity requirements. The Company is also subject to a maximum senior net leverage ratio. In addition, the Loan Agreement places restrictions on the Company’s ability to incur additional indebtedness or prepay existing indebtedness, to create liens or other encumbrances, to sell or otherwise dispose of assets, to merge or consolidate with other entities, and to make certain restricted payments, including payments of dividends to shareholders. The Company also pays a monthly fee at a rate equal to 0.50% per annum of the average daily unused amount of the credit facility for the previous month. As of January 29, 2022, the Company had total borrowings of $60,216 under its revolving line of credit with the Agent. Remaining available capacity under the revolving line of credit as of January 29, 2022, was approximately $11,400, which provided liquidity for working capital and general corporate purposes. As of January 29, 2022, the Company was in compliance with applicable financial covenants of the Siena Credit Facility and expects to be in compliance with applicable financial covenants over the next twelve months. Interest expense recorded under the Siena Credit Facility was $1,746 for the year ended January 29, 2022. Deferred financing costs, net of amortization, relating to the revolving line of credit were $2,411 and $0 as of January 29, 2022, and January 30, 2021, respectively and are included within other assets within the accompanying consolidated balance sheets. The balance of these costs is being expensed as additional interest over the three-year term of the Siena Loan Agreement. GreenLake Real Property Financing On July 30, 2021, two of the Company’s subsidiaries, VVI Fulfillment Center, Inc. and EP Properties, LLC (collectively, the “Borrowers”), and the Company, as guarantor, entered into that certain Promissory Note Secured by Mortgages (the “GreenLake Note”) with GreenLake Real Estate Finance LLC (“GreenLake”) whereby GreenLake agreed to make a secured term loan (the “Term Loan”) to the Borrowers in the original amount of $28,500. The GreenLake Note is secured by, among other things, mortgages encumbering the Company’s owned properties in Eden Prairie, Minnesota and Bowling Green, Kentucky (collectively, the “Mortgages”) as well as other assets as described in the GreenLake Note. Proceeds of borrowings shall be used to (i) pay fees and expenses related to the transactions contemplated by the GreenLake Note, (ii) make certain payments approved by GreenLake to third parties, and (iii) provide for working capital and general corporate purposes of the Company. The Company has also pledged the stock that it owns in the Borrowers to secure its guarantor obligations. The GreenLake Note is scheduled to mature on July 31, 2024. The borrowings, which include all amounts advanced under the GreenLake Note, bear interest at 10.00% per annum or, at the election of the GreenLake upon no less than 30 days prior written notice to the Borrowers, at a floating rate equal to the prime rate plus 200 basis points. The Borrowers may prepay the GreenLake Note in full (but not in part) before July 30, 2022 (the “Lockout Date”) upon payment of a prepayment premium equal to the amount of interest that would have accrued from the date of prepayment through the Lockout Date. After the Lockout Date, the GreenLake Note may be prepaid in full or in any installment greater than or equal to $100 without any prepayment penalty or premium on 90 days’ prior written notice from Borrowers to GreenLake . The GreenLake Note contains customary representations and warranties and financial and other covenants and conditions, including, a requirement that the Borrowers comply with all covenants set forth in the Loan Agreement described above. The GreenLake Note also contains certain customary events of default . As of January 29, 2022, there was $28,500 outstanding under the Term Loan with GreenLake, all of which was classified as long-term in the accompanying condensed consolidated balance sheet. Principal borrowings under the term loan are non-amortizing over the life of the loan. Interest expense recorded under the GreenLake Note was $1,793 for the year ended January 29, 2022. Debt issuance costs, net of amortization, relating to the GreenLake Note were $1,682 and $0 as of January 29, 2022, and January 30, 2021, respectively and are included as direct reductions to the GreenLake Note liability balance within the accompanying consolidated balance sheets. The balance of these costs is being expensed as additional interest over the three-year term of the GreenLake Note at an effective interest rate of 11.4%. Seller Notes On November 5, 2021 the Company issued a $20,800 seller note as a component of consideration for the acquisition of 1-2-3.tv. The seller note is payable annually in two equal installments in November 2022 and November 2023. The seller note bears interest at a rate of 8.50%. $20,062 is outstanding as of January 29, 2022. Interest expense recorded under the seller note was $406 for the year ended January 29, 2022. Maturities The aggregate maturities of the Company’s credit agreements as of January 29, 2022 are as follows: GreenLake Real Seller Estate Financing Siena 8.5% Senior Fiscal year Notes Term Loan Revolving Loan Unsecured Notes Total 2022 $ 14,031 $ — $ — $ — $ 14,031 2023 14,031 — — — 14,031 2024 — 28,500 60,216 — 88,716 2025 — — — — — 2026 — — — 80,000 80,000 Total amount due $ 28,062 $ 28,500 $ 60,216 $ 80,000 $ 196,778 Less: unamortized debt issuance costs — (1,682) — (5,925) (7,607) Plus: unamortized debt premium 1,292 — — — 1,292 Total carrying amount of debt $ 29,354 $ 26,818 $ 60,216 $ 74,075 $ 190,463 Cash Requirements Currently, the Company’s principal cash requirements are to fund business operations and debt service, which consist primarily of purchasing inventory for resale, funding ValuePay installment receivables, funding the Company’s basic operating expenses, particularly the Company’s contractual commitments for cable and satellite programming distribution, funding debt service payments and the funding of necessary capital expenditures. The Company closely manages its cash resources and working capital. The Company attempts to manage its inventory receipts and reorders in order to ensure its inventory investment levels remain commensurate with the Company’s current sales trends. The Company also monitors the collection of its credit card and ValuePay installment receivables and manages vendor payment terms in order to more effectively manage the Company’s working capital which includes matching cash receipts from the Company’s customers to the extent possible with related cash payments to the Company’s vendors. ValuePay remains a cost-effective promotional tool for the Company. The Company continues to make strategic use of its ValuePay program in an effort to increase sales and to respond to similar competitive programs. The Company’s ability to fund operations, debt service and capital expenditures in the future will be dependent on its ability to generate cash flow from operations, maintain or improve margins and to use available funds from its Siena Loan Agreement. The Company’s ability to borrow funds is dependent on its ability to maintain an adequate borrowing base and its ability to meet its credit facility’s covenants (as described above). Accordingly, if the Company does not generate sufficient cash flow from operations to fund its working capital needs, debt service payments and planned capital expenditures and meet credit facility covenants, and its cash reserves are depleted, the Company may need to take actions that are within the Company’s control, such as further reductions or delays in capital investments, additional reductions to the Company’s workforce, reducing or delaying strategic investments or other actions. The Company believes that it is probable its existing cash balances and its availability under the Siena Loan Agreement, will be sufficient to fund the Company’s normal business. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Jan. 29, 2022 | |
Shareholders' Equity | |
Shareholders' Equity | (10) Shareholders’ Equity Common Stock The Company is authorized to issue 29,600,000 shares of common stock. As of January 29, 2022, 21,571,387 shares of common stock were issued and outstanding Preferred Stock The Company has authorized 400,000 Series A Junior Participating Cumulative Preferred Stock, $0.01 par value, during fiscal 2015 as part of the Shareholder Rights Plan. As of January 29, 2022, there were zero shares issued and outstanding Dividends The Company has never declared or paid any dividends with respect to its capital or common stock. The Company is restricted from paying dividends on its stock by its Siena Loan Agreement. Public Offerings On June 9, 2021, the Company completed a public offering, in which the Company issued and sold 4,830,918 shares of our common stock at a public offering price of $9.00 per share. After underwriter discounts and commissions and other offering costs, net proceeds from the public offering were approximately $39,955. The Company has used or intends to use the proceeds for general working capital purposes, including potential acquisitions of businesses and assets that are complementary to our operations. On February 18, 2021, the Company completed a public offering, in which the Company issued and sold 3,289,000 shares of its common stock at a public offering price of $7.00 per share, including 429,000 shares sold upon the exercise of the underwriter’s option to purchase additional shares. After underwriter discounts and commissions and other offering costs, net proceeds from the public offering were approximately $21,224. The Company used the proceeds for general working capital purposes. On August 28, 2020, the Company completed a public offering, in which the Company issued and sold 2,760,000 shares of its common stock at a public offering price of $6.25 per share, including 360,000 shares sold upon the exercise of the underwriter’s option to purchase additional shares. After underwriter discounts and commissions and other offering costs, net proceeds from the public offering were approximately $15,833. April 2020 Private Placement Securities Purchase Agreement On April 14, 2020, the Company entered into a common stock and warrant purchase agreement with certain individuals and entities, pursuant to which the Company sold an aggregate of 1,836,314 shares of the Company's common stock, issued warrants to purchase an aggregate of 979,190 shares of the Company's common stock at a price of $2.66 per share, and fully-paid warrants to purchase an aggregate 114,698 shares of the Company's common stock at a price of $0.001 per share in a private placement, for an aggregate cash purchase price of $4,000. The initial closing occurred on April 17, 2020 and the Company received gross proceeds of $1,500. Additional closings occurred on May 22, 2020, June 8, 2020, June 12, 2020 and July 11, 2020 and the Company received gross proceeds of $2,500. The Company incurred approximately $190 of issuance costs during the first half of fiscal 2020. The warrants are indexed to the Company's publicly traded stock and were classified as equity. The par value of the shares issued was recorded within common stock, with the remainder of the proceeds, less issuance costs, recorded as additional paid in capital in the accompanying consolidated balance sheets. The Company used the proceeds for general working capital purposes. The purchasers consisted of the following: Invicta Media Investments, LLC, Michael and Leah Friedman and Hacienda Jackson LLC. Invicta Media Investments, LLC is owned by Invicta Watch Company of America, Inc. (“IWCA”), which is the designer and manufacturer of Invicta-branded watches and watch accessories, one of the Company's largest and longest tenured brands. Michael and Leah Friedman are owners and officers of Sterling Time, LLC (“Sterling Time”), which is the exclusive distributor of IWCA’s watches and watch accessories for television home shopping and the Company's long-time vendor. IWCA is owned by the Company's Vice Chair and director, Eyal Lalo, and Michael Friedman also serves as a director of the Company. A description of the relationship between the Company, IWCA and Sterling Time is contained in Note 19 – “Related Party Transactions.” Further, Invicta Media Investments, LLC and Michael and Leah Friedman comprise a “group” of investors within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended, that is the Company's largest shareholder. The warrants have an exercise price per share of $2.66 and are exercisable at any time and from time to time from six months following their issuance date until April 14, 2025. The Company has included a blocker provision in the purchase agreement whereby no purchaser may be issued shares of the Company's common stock if the purchaser would own over 19.999% of the Company's outstanding common stock and, to the extent a purchaser in this offering would own over 19.999% of the Company's outstanding common stock, that purchaser will receive fully-paid warrants (in contrast to the coverage warrants that will be issued in this transaction, as described above) in lieu of the shares that would place such holder’s ownership over 19.999%. Further, the Company included a similar blocker in the warrants (and amended the warrants purchased by the purchasers on May 2, 2019, if any) whereby no purchaser of the warrants may exercise a warrant if the holder would own over 19.999% of the Company's outstanding common stock. During the third quarter of fiscal 2020, the fully-paid warrants were exercised for the purchase of 114,698 shares of the Company's common stock. May 2019 Private Placement Securities Purchase Agreement On May 2, 2019, the Company entered into a private placement securities purchase agreement with certain accredited investors pursuant to which the Company: (a) sold, in the aggregate, 800,000 shares of the Company’s common stock at a price of $7.50 per share and (b) issued five-year warrants ( “5-year 5-year agreement, the purchasers agreed to customary standstill provisions related to the Company for a period of two years, as well as to vote their shares in favor of matters recommended by the Company’s board of directors for shareholder approval. In addition, the Company agreed in the purchase agreement to appoint Eyal Lalo as vice chair of the Company’s board of directors, Michael Friedman to the Company’s board of directors and Timothy Peterman as the Company’s chief executive officer. In connection with the closing under the Purchase Agreement, the Company entered into certain other agreements with IWCA, Sterling Time and the purchasers, including a five-year The Company received gross proceeds of $6,000 and incurred approximately $175 of issuance costs. The Company allocated the proceeds of the stock offering to the shares of common stock issued. The par value of the shares issued was recorded within common stock, with the remainder of the proceeds, less issuance costs, recorded as additional paid in capital in the accompanying consolidated balance sheets. The Company has used the proceeds for general working capital purposes. The 5-year 5-year 5-year 5-year Warrants As of January 29, 2022, the Company had outstanding warrants to purchase 1,334,188 shares of the Company’s common stock, of which 1,334,188 are fully exercisable. The following table summarizes information regarding warrants outstanding at January 29, 2022: Warrants Warrants Exercise Price Grant Date Outstanding Exercisable (Per Share) Expiration Date March 16, 2017 5,000 5,000 $ 19.20 March 16, 2022 May 2, 2019 349,998 349,998 $ 15.00 May 2, 2024 April 17, 2020 367,197 367,197 $ 2.66 April 14, 2025 May 22, 2020 122,398 122,398 $ 2.66 April 14, 2025 June 8, 2020 122,399 122,399 $ 2.66 April 14, 2025 June 12, 2020 122,398 122,398 $ 2.66 April 14, 2025 July 11, 2020 244,798 244,798 $ 2.66 April 14, 2025 All warrants are exercisable at any time through the date of expiration. All agreements provide for the number of shares to be adjusted in the event of a stock split, a reverse stock split, a share exchange or other conversion or exchange event in which case the number of warrants and the exercise price of the warrants shall be adjusted on a proportional basis. Commercial Agreement with Shaquille O’Neal On November 18, 2019, the Company entered into a commercial agreement (“Shaq Agreement”) and restricted stock unit award agreement (“RSU Agreement”) with ABG-Shaq, LLC (“Shaq”) pursuant to which certain products would be sold bearing certain intellectual property rights of Shaquille O’Neal on the terms and conditions set forth in the Shaq Agreement. In exchange for such services and pursuant to the RSU Agreement, the Company issued 400,000 restricted stock units to Shaq that vest in three separate tranches. The first tranche of 133,333 restricted stock units vested on November 18, 2019, which was the date of grant. The second tranche of 133,333 restricted stock units vested February 1, 2021 and the final tranche of 133,334 restricted stock units will vest February 1, 2022. Additionally, in connection with the Shaq Agreement, the Company entered into a registration rights agreement with respect to the restricted stock units pursuant to which the Company agreed to register the common stock issuable upon settlement of the restricted stock units in accordance with the terms and conditions therein. The restricted stock units each settle for one share of the Company’s common stock. The aggregate market value on the date of the award was $2,595 and is being amortized as cost of sales over the three-year commercial term. The estimated fair value is based on the grant date closing price of the Company’s stock. Compensation expense relating to the restricted stock unit grant was $865 for fiscal 2021 and $865 for fiscal 2020. As of January 29, 2022 there was $865 of total unrecognized compensation cost related to the award. That cost is expected to be recognized over a weighted average period of 1.0 years. Restricted Stock Award On November 23, 2018, the Company entered into a restricted stock award agreement with Flageoli Classic Limited, LLC (“FCL”) granting FCL 150,000 restricted shares of the Company’s common stock in connection with and as consideration for entering into a vendor exclusivity agreement with the Company. The vendor exclusivity agreement grants us the exclusive right in television shopping to market, promote and sell products under the trademark of Serious Skincare, a skin-care brand that launched on the Company’s television network on January 3, 2019. Additionally, the agreement identifies Jennifer Flavin-Stallone as the primary spokesperson for the brand on the Company’s television network. The restricted shares vested in three tranches. Of the restricted shares granted, 50,000 vested on January 4, 2019, which was the first business day following the initial appearance of the Serious Skincare brand on the Company’s television network, 50,000 vested on January 4, 2020 and 50,000 vested on January 4, 2021. The aggregate market value on the date of the award was $1,408 and was amortized as cost of sales over the three-year vendor exclusivity agreement term. The estimated fair value of the restricted stock is based on the grant date closing price of the Company’s stock for time-based vesting awards. Compensation expense relating to the restricted stock award grant was $153, $697 and $469 for fiscal 2021, fiscal 2020 and fiscal 2019. Stock Compensation Plans The Company's 2020 Equity Incentive Plan (“2020 Plan”) provides for the issuance of up to 3,000,000 shares of the Company's common stock. The 2020 Plan is administered by the human resources and compensation committee of the board of directors and provides for awards for employees, directors and consultants. All employees and directors of the Company and its affiliates are eligible to receive awards under the 2020 Plan. The types of awards that may be granted under the 2020 Plan include incentive and non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards. Stock options may be granted to employees at such exercise prices as the human resources and compensation committee may determine but not less than 100% of the fair market value of the common stock as of the date of grant (except in the limited case of “substitute awards” as defined by the 2020 Plan). No stock option may be granted more than 10 years The Company also maintains the 2011 Omnibus Incentive Plan (“2011 Plan”). Upon the adoption and approval of the 2020 Plan, the Company ceased making awards under the 2011 Plan. Awards outstanding under the 2011 Plan continue to be subject to the terms of the 2011 Plan, but if those awards subsequently expire, are forfeited or cancelled or are settled in cash, the shares subject to those awards will become available for awards under the 2020 Plan. Similarly, the Company ceased making awards under its 2004 Omnibus Stock Plan (“2004 Plan”) on June 22, 2014, but outstanding awards under the 2004 Plan remain outstanding in accordance with its terms. Stock-Based Compensation – Stock Options Compensation is recognized for all stock-based compensation arrangements by the Company. Stock-based compensation expense for fiscal 2021, fiscal 2020 and fiscal 2019 related to stock option awards was $174, $121 and $681. The Company has not recorded any income tax benefit from the exercise of stock options due to the uncertainty of realizing income tax benefits in the future. The fair value of each time-based vesting option award is estimated on the date of grant using the Black-Scholes option pricing model that uses assumptions noted in the following table. Expected volatilities are based on the historical volatility of the Company’s stock. Expected term is calculated using the simplified method taking into consideration the option’s contractual life and vesting terms. The Company uses the simplified method in estimating its expected option term because it believes that historical exercise data cannot be accurately relied upon at this time to provide a reasonable basis for estimating an expected term due to the extreme volatility of its stock price and the resulting unpredictability of its stock option exercises. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Expected dividend yields were not used in the fair value computations as the Company has never declared or paid dividends on its common stock and currently intends to retain earnings for use in operations. Fiscal 2021 Fiscal 2020 Fiscal 2019 Expected volatility: 82% - 89% — 75% - 82% Expected term (in years): 6 years — 6 years Risk-free interest rate: 1.0% - 1.3% — 1.4% - 2.6% A summary of the status of the Company’s stock option activity as of January 29, 2022 and changes during the year then ended is as follows: 2020 Plan 2011 Plan 2004 Plan Option Weighted Average Option Weighted Average Option Weighted Average Shares Exercise Price Shares Exercise Price Shares Exercise Price Balance outstanding, January 30, 2021 — $ — 34,000 $ 12.87 3,000 $ 53.49 Granted 158,000 $ 7.48 — $ — — $ — Exercised — $ — — $ — — $ — Forfeited or canceled (10,500) $ 9.64 (8,300) $ 22.59 — $ — Balance outstanding, January 29, 2022 147,500 $ 7.33 25,700 $ 10.04 3,000 $ 53.49 Options exercisable at January 29, 2022 10,000 $ 8.72 22,800 $ 10.73 3,000 $ 53.49 The following table summarizes information regarding stock options outstanding at January 29, 2022: Options Outstanding Options Vested or Expected to Vest Weighted Weighted Weighted Average Weighted Average Average Remaining Aggregate Average Remaining Aggregate Number of Exercise Contractual Intrinsic Number of Exercise Contractual Intrinsic Option Type Shares Price Life (Years) Value Shares Price Life (Years) Value 2020 Plan 147,500 $ 7.33 9.4 $ — 129,700 $ 7.34 9.4 $ — 2011 Plan 25,700 $ 10.04 5.9 $ 2,500 25,200 $ 10.16 5.9 $ 2,400 2004 Plan 3,000 $ 53.49 2.2 $ — 3,000 $ 53.49 2.2 $ — The weighted average grant-date fair value of options granted in fiscal 2021 under the 2020 Plan and in fiscal 2019 under the 2011 Plan was $5.30 and $3.12. There were no options granted in fiscal 2020. The total intrinsic value of options exercised during fiscal 2021, fiscal 2020 and fiscal 2019 was $0, $0 and $0. As of January 29, 2022, total unrecognized compensation cost related to stock options was $518 and is expected to be recognized over a weighted average period of approximately 2.4 years. Stock Option Tax Benefit The exercise of certain stock options granted under the Company’s stock option plans give rise to compensation, which is included in the taxable income of the applicable employees and deductible by the Company for federal and state income tax purposes. Such compensation results from increases in the fair market value of the Company’s common stock subsequent to the date of grant of the applicable exercised stock options and these increases are not recognized as an expense for financial accounting purposes, as the options were originally granted at the fair market value of the Company’s common stock on the date of grant. The related tax benefits will be recorded if and when realized, and totaled $0, $0 and $0 in fiscal 2021, fiscal 2020 and fiscal 2019. The Company has not recorded any income tax benefit from the exercise of stock options in these fiscal years, due to the uncertainty of realizing income tax benefits in the future. Stock-Based Compensation – Restricted Stock Units Compensation expense relating to restricted stock unit grants was $1,375, $277 and $1,031 for fiscal 2021, fiscal 2020 and fiscal 2019. As of January 29, 2022, there was $1,799 of total unrecognized compensation cost related to non-vested restricted stock unit grants. That cost is expected to be recognized over a weighted average period of 1.9 years. The total fair value of restricted stock units vested during fiscal 2021, fiscal 2020 and fiscal 2019 was $1,345, $337 and $434. The estimated fair value of restricted stock units is based on the grant date closing price of the Company’s stock for time-based vesting awards and a Monte Carlo valuation model for market-based vesting awards. The Company has granted time-based restricted stock units to certain key employees as part of the Company’s long-term incentive program. The restricted stock units generally vest in three equal annual installments beginning one year from the grant date and are being amortized as compensation expense over the three-year vesting period. The Company has also granted restricted stock units to non-employee directors as part of the Company’s annual director compensation program. Each restricted stock unit grant vests or vested on the day immediately preceding the next annual meeting of shareholders following the date of grant. The grants are amortized as director compensation expense over the twelve-month vesting period. The Company granted 76,900 performance share units to the Company’s Chief Executive Officer as part of the Company’s long-term incentive program during the first quarter of fiscal 2021. The number of shares earned is based on the Company’s achievement of pre-established goals for sales growth over the measurement period from January 31, 2021 to January 29, 2022. Any earned performance share units will vest on February 3, 2024, so long as the executive’s service has been continuous through the vest date. The number of units that may actually be earned and become eligible to vest pursuant to this award can be between 0% and 200% of the target number of performance share units. The Company recognizes compensation expense on these performance share units ratably over the requisite performance period of the award to the extent management views the performance goals as probable of attainment. The grant date fair value of these performance share units is based on the grant date closing price of the Company’s stock. The Company granted 146,000 performance share units to the Company's Chief Executive Officer as part of the Company's long-term incentive program during the first quarter of fiscal 2020. The number of shares earned is based on the Company's achievement of pre-established goals for liquidity over the measurement period from February 2, 2020 to January 30, 2021. Any earned performance share units will vest on January 28, 2023, so long as the executive's service has been continuous through the vest date. The number of units that may actually be earned and become eligible to vest pursuant to this award can be between 0% and 125% of the target number of performance share units. The Company recognizes compensation expense on these performance share units ratably over the requisite performance period of the award to the extent management views the performance goals as probable of attainment. The grant date fair value of these performance share units is based on the grant date closing price of the Company's stock. The Company granted 94,000 market-based restricted stock performance units to executives and key employees as part of the Company’s long-term incentive program during fiscal 2019. The number of restricted stock units earned is based on the Company’s total shareholder return (“TSR”) relative to a group of industry peers over a three-year performance measurement period. Grant date fair values were determined using a Monte Carlo valuation model based on assumptions as follows: Fiscal 2019 Total grant date fair value $482 Total grant date fair value per share $5.14 Expected volatility 74% - 82% Weighted average expected life (in years) 3 years Risk-free interest rate 1.7% - 2.3% The percent of the target market-based performance vested restricted stock unit award that will be earned based on the Company’s TSR relative to the peer group is as follows: Percentage of Percentile Rank Units Vested < 33% 0 % 33% 50 % 50% 100 % 100% 150 % In conjunction with Mr. Peterman’s appointment to serve as Chief Executive Officer in 2019, he received 68,000 market-based restricted stock performance units. The market-based restricted stock performance units vest in three tranches, each tranche consisting of one-third Tranche 1 one-year 20 Tranche 3 20 Grant date fair values and derived service periods for each tranche were determined using a Monte Carlo valuation model based on assumptions, which included a weighted average risk-free interest rate of 2.5%, a weighted average expected life of 2.9 years and an implied volatility of 80% and were as follows for each tranche: Fair Value Derived Service (Per Share) Period Tranche 1 ( one year $ 3.66 1.00 Year Tranche 2 ($20.00/share) $ 3.19 3.27 Years Tranche 3 ($40.00/share) $ 2.85 4.53 Years A summary of the status of the Company’s non-vested restricted stock unit activity as of January 29, 2022 and changes during the twelve-month period then ended is as follows: Restricted Stock Units Market-Based Units Time-Based Units Performance-Based Units Total Weighted Weighted Weighted Weighted Average Average Average Average Grant Date Grant Date Grant Date Grant Date Shares Fair Value Shares Fair Value Shares Fair Value Shares Fair Value Non-vested outstanding, January 30, 2021 60,000 $ 3.52 736,000 $ 4.03 146,000 $ 1.69 942,000 $ 3.64 Granted — $ — 824,200 $ 9.33 76,900 $ 8.72 901,100 $ 9.28 Vested — $ — (451,500) $ 5.82 — $ — (451,500) $ 5.82 Forfeited (2,200) $ 5.10 (77,400) $ 4.28 — $ — (79,600) $ 4.30 Non-vested outstanding, January 29, 2022 57,800 $ 3.47 1,031,300 $ 7.46 222,900 $ 4.13 1,312,000 $ 6.72 |
Business Segments and Sales by
Business Segments and Sales by Product Group | 12 Months Ended |
Jan. 29, 2022 | |
Business Segments and Sales by Product Group | |
Business Segments and Sales by Product Group | (11) Business Segments and Sales by Product Group During fiscal 2021, the Company changed its reportable segments into three reporting segments: entertainment, consumer brands and media commerce services. The Company’s Chief Executive Officer began reviewing operating results of the three segments: entertainment, consumer brands and media commerce services in Q4 of 2021. These segments reflect the way the senior management and the Company’s chief operating decision makers evaluate the Company’s business performance and manages its operations. The corresponding current and prior period segment disclosures have been recast to reflect the current segment presentation. Entertainment Segment ● ShopHQ is the Company’s flagship, nationally distributed shopping entertainment network that offers a mix of proprietary, exclusive, and name-brand merchandise in the categories of Jewelry and Watches, Home, Beauty and Health, and Fashion and Accessories, directly to consumers 24 hours a day, 365 days a year using engaging interactive video. ● ShopBulldogTV , which launched in the fourth quarter of fiscal 2019, is a niche television shopping entertainment network that offers male-oriented products and services to men and to women shopping for men. ● ShopHQHealth , which launched in the third quarter of fiscal 2020, is a niche television shopping entertainment network that offers women and men products and services focused on health and wellness categories such as physical, mental and spiritual health, financial and motivational wellness, weight management and telehealth medical services. ● ShopJewelryHQ , which digitally launched in the fourth quarter of fiscal 2021, is a niche television shopping entertainment network that offers jewelry products and services to men and to women. ● 1-2-3.tv , which was acquired in November 2021, is the leading German interactive media company, disrupting Germany's TV retailing marketplace with its expertise in proprietary live and automated auctions that emotionally engage customers with 1-2-3.tv's balanced merchandising mix of compelling products shipped directly to their homes. Each entertainment network offers engaging, interactive video programming distributed primarily in linear television through cable and satellite distribution agreements, agreements with telecommunication companies and arrangements with over-the-air broadcast television stations. This interactive programming is also streamed live online on the respective network’s digital commerce platforms that sell products which appear on the Company’s television networks as well as offer an extended assortment of online-only merchandise. These networks’ interactive video is also available on leading social platforms over-the-top (“OTT”) platforms and ConnectedTV platforms (“CTV”) such as Roku, AppleTV, and Samsung connected televisions, mobile devices, including smartphones and tablets. Consumer Brands Segment ● Christopher & Banks (“C&B”) – The Company’s flagship consumer brand, C&B was founded in 1956 and is a brand that specializes in offering women’s value-priced apparel and accessories that cater to women of all sizes, from petite to missy to plus sizes. Its internally designed, modern and comfortable apparel and accessories provide customers with an exclusive experience. The brand was acquired by us in partnership with Hilco Capital in March 2021. C&B’s omni-channel business model includes digital advertising driven online revenue, five brick and mortar retail stores, direct-to-consumer catalogs and a growing wholesaling business driven primarily by C&B’s television programming on our entertainment networks. ● J.W. Hulme Company (“JW”) – JW was founded in 1905 and is an iconic brand offering men and women high quality accessories made by craftswomen and craftsmen the world over. The brand was acquired by the Company in 2019. JW’s omni-channel business model includes two brick and mortar retail stores, direct-to-consumer catalogs, digital advertising driven online revenue and a growing wholesaling business driven primarily by JW’s television programming on our entertainment networks. ● Cooking with Shaquille O’Neal (“Shaq”) – The Company offers Shaq kitchen products and watches designed and curated by Shaq via its licensing agreement with Authentic Brands Group. Shaq’s omnichannel business model is driven by Shaq’s television programming on our entertainment networks. ● OurGalleria.com and TheCloseout.com are online marketplaces with business models driven by its television programming on our television networks. OurGalleria.com is a higher-end online marketplace for discounted merchandise, offering an exciting shopping experience with a selection of curated flash sales and events. TheCloseout.com is a lower-end online marketplace for discounted merchandise, offering quality products at deeply discounted prices. The Company obtained a controlling interest in TheCloseout.com in 2021. Media Commerce Services Segment ● iMedia Digital Services (“iMDS”) – The Company’s flagship media commerce service brand is iMDS, which is a digital advertising platform specializing in engaging shopping enthusiasts online and in OTT marketplaces. iMDS’s suite of services includes its Retail Media Exchange (“RME”) and value-added services (“VAS”). RME is an advertising auction platform for advertisers, digital publishers, supply-side-platforms (SSPs) and demand-side platforms (DSPs). VAS is a suite of services centered on offering managed and self-serve end-to-end, white-label digital platforms for domestic multichannel video programming distributors (MVPDs), internet service providers (ISPs), digital publishers and ecommerce brands. iMDS’s growth strategy is driven by its ability to differentiate its advertising platform by offering solutions that include our first-party shopping enthusiast data created continually by our entertainment and consumer brand segments. iMDS is primarily comprised of Synacor’s Portal and Advertising business, which the Company acquired in July of 2021. ● Float Left (“FL”) – FL is an OTT SaaS app platform that offers media and consumer brands the digital tools they need to deliver engaging television experiences to their audiences within the OTT and ConnectedTV ecosystems. FL offers custom, natively built solutions for Roku, Fire TV, Apple TV, Web, iOS and Android Mobile, and various smart TVs. Its growth strategy is driven by its ability to integrate iMDS’s advertising operations within its OTT SaaS platform and continue to deliver sophisticated end-to-end OTT apps. FL was acquired by us in 2019. ● i3PL offers end-to-end, white label, managed services specializing in ecommerce customer experience and fulfillment services through its Bowling Green distribution center. i3PL’s business model is driven primarily by providing these services to vendors, clients and customers within our entertainment and consumer brands segments . Summarized Financial Information by Segment Summarized financial information by segment for the fiscal years ended January 29, 2022, January 30, 2021, and February 1, 2020 is as follows: Media Consumer Commerce Entertainment Brands Services Consolidated Fiscal Year Ended January 29, 2022: Net Sales $ 478,945 $ 44,347 $ 27,842 $ 551,134 Gross Margin 192,572 21,957 8,087 222,616 Operating Income (loss) (13,500) 1,609 1,166 (10,725) Fiscal Year Ended January 30, 2021: Net Sales $ 445,452 $ 2,155 $ 6,564 $ 454,171 Gross Margin 163,897 894 2,262 167,053 Operating Income (loss) (6,286) (1,599) (55) (7,940) Fiscal Year Ended February 1, 2020: Net Sales $ 496,169 $ 2,274 $ 3,379 $ 501,822 Gross Margin 162,806 795 36 163,637 Operating Income (loss) (49,723) (1,928) (874) (52,525) The chief operating decision maker does not review disaggregated assets on a segment basis; therefore, such information is not presented. Segment Revenues by Product Line Fiscal Year Ended January 29, January 30, February 1, Entertainment: 2022 2021 2020 Jewelry & Watches $ 191,675 $ 164,200 $ 200,948 Health, Beauty & Wellness 103,475 129,858 80,945 Home 77,879 62,118 106,025 Fashion & Accessories 57,999 45,261 65,616 Other (primarily shipping & handling revenue) 47,917 44,015 42,635 Total entertainment revenues $ 478,945 $ 445,452 $ 496,169 Fiscal Year Ended January 29, January 30, February 1, Consumer Brands: 2022 2021 2020 Fashion & Accessories $ 40,321 $ 2,177 $ 2,275 Home 1,786 — — Jewelry & Watches 1,690 — — Other (primarily shipping & handling revenue) 550 (22) (1) Total consumer brand revenues $ 44,347 $ 2,155 $ 2,274 Fiscal Year Ended January 29, January 30, February 1, Media Commerce Services: 2022 2021 2020 Syndication $ 14,466 $ — $ — Advertising & Search 7,558 — — OTT 2,281 2,254 167 Other 3,537 4,310 3,212 Total media commerce services revenues $ 27,842 $ 6,564 $ 3,379 Geographic Information The table below presents revenues and long-lived assets information by geographic area: Fiscal Year Ended January 29, January 30, February 1, 2022 2021 2020 Net Sales: United States $ 508,938 $ 454,171 $ 501,822 Foreign 42,196 — — Total $ 551,134 $ 454,171 $ 501,822 Total Assets: United States $ 400,323 $ 226,637 $ 212,743 Foreign 122,324 — — Total $ 522,647 $ 226,637 $ 212,743 Long-Lived Assets: United States $ 166,536 $ 52,908 $ 51,803 Foreign 95,671 — — Total $ 262,207 $ 52,908 $ 51,803 Major Customers For the years ended January 29, 2022, January 30, 2021, and February 1, 2020, the Company had no major customers that accounted for more than 10% of net sales. |
Leases
Leases | 12 Months Ended |
Jan. 29, 2022 | |
Leases | |
Leases | (12) Leases The Company leases certain property and equipment, such as transmission and production equipment, satellite transponder and office equipment. The Company also leases office space used by the media commerce services segment's Float Left and iMDS, as well as our entertainment segment 1-2-3.tv. Additionally, the Company leases retail space used by our consumer brands segment’s Christopher & Banks, J.W. Hulme Company and OurGalleria.com. The Company determines if an arrangement is a lease at inception. Leases with an initial term of 12 months or less are not recorded on accompanying consolidated balance sheets. Right-of-use assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Operating lease liabilities and right-of-use assets are recognized at commencement date based on the present value of lease payments over the lease term. As the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Some of the Company's leases include options to extend the term, which is only included in the lease liability and right-of-use assets calculation when it is reasonably certain the Company will exercise that option. As of January 29, 2022, the lease liability and right-of-use assets did not include any lease extension options. The Company has lease agreements with lease and non-lease components, and has elected to account for these as a single lease component. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The components of lease expense were as follows: For the Years Ended January 29, 2022 January 30, 2021 Operating leases: Long-term operating lease cost $ 1,523 $ 972 Short-term lease cost 172 63 Variable cost 56 33 Finance leases: Amortization of right-of-use assets 83 104 Interest expense 3 7 Variable cost 96 57 Variable lease costs includes incremental costs for printers and common area maintenance charges. Supplemental cash flow information related to leases was as follows: For the Years Ended January 29, 2022 January 30, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 1,456 $ 1,095 Operating cash flows used for finance leases 2 7 Financing cash flows used for finance leases 86 103 Right-of-use assets obtained in exchange for lease liabilities: Operating leases 7,741 1,299 Finance leases — 62 The weighted average remaining lease term and weighted average discount rates related to leases were as follows: January 29, 2022 January 30, 2021 Weighted average remaining lease term: Operating leases 2.7 years 2.8 years Finance leases 0.4 years 1.1 years Weighted average discount rate: Operating leases 4.5% 6.8% Finance leases 6.0% 5.7% Supplemental balance sheet information related to leases is as follows: Leases Classification January 29, 2022 January 30, 2021 Assets: Operating lease right-of-use assets Other assets $ 7,474 $ 1,116 Finance lease right-of-use assets Property and equipment, net 17 101 Total lease right-of-use assets $ 7,491 $ 1,217 Operating lease liabilities: Current portion of operating lease liabilities Current portion of operating lease liabilities $ 2,331 $ 462 Operating lease liabilities, excluding current portion Long term operating lease liabilities 5,169 646 Total operating lease liabilities 7,500 1,108 Finance lease liabilities: Current portion of finance lease liabilities Current liabilities: Accrued liabilities 19 86 Finance lease liabilities, excluding current portion Other long term liabilities — 19 Total finance lease liabilities 19 105 Total lease liabilities $ 7,519 $ 1,213 Future maturities of lease liabilities as of January 29, 2022 are as follows: Fiscal year Operating Leases Finance Leases 2022 $ 2,698 $ 19 2023 2,519 — 2024 1,852 — 2025 935 — 2026 330 — Thereafter — — Total lease payments 8,334 19 Less: imputed interest (834) — Total lease liabilities $ 7,500 $ 19 As of January 29, 2022, the Company had no operating or finance leases that had not yet commenced. |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Jan. 29, 2022 | |
Business Acquisitions | |
Business Acquisitions | (13) Business Acquisitions 1-2-3.tv Group On November 5, 2021, the Company and its wholly-owned subsidiary iMedia&1-2-3.tv Holding GmbH (the “Subsidiary”) completed the acquisition (the “Acquisition”) of all of the issued and outstanding equity interests of 1-2-3.tv Invest GmbH and 1-2-3.tv Holding GmbH (collectively with their direct and indirect subsidiaries, the “1-2-3.tv Group”) from Emotion Invest GmbH & Co. KG, BE Beteiligungen Fonds GmbH & Co. geschlossene Investmentkommanditgesellschaft and Iris Capital Fund II (collectively, the “Sellers”) pursuant to the Sale and Purchase Agreement, dated September 22, 2021, among the Company, the Subsidiary, and the Sellers (the “Purchase Agreement”). At the closing of the Acquisition (the “Closing”), the Company acquired 1-2-3.tv Group from the Sellers for an aggregate purchase price of EUR 89,680 ($103,621 based on the November 5, 2021 exchange rate) (the “Enterprise Value”). The Company paid to the Sellers EUR 1,832 ($2,117 based on the November 5, 2021 exchange rate) for the 1-2-3.tv Group’s cash on-hand as of July 31, 2021 and EUR 966 ($1,116 based on the November 5, 2021 exchange rate) for the 1-2-3.tv Group’s excess working capital above the 1-2-3.tv Group’s trailing twelve-month average as of July 31, 2021. The Enterprise Value consideration consisted of the payment to the Sellers of EUR 68,200 in cash at the Closing ($78,802 based on the November 5, 2021 exchange rate) and the Company entering into a seller note agreement in the principal amount of EUR 18,000 ($20,800 based on the November 5, 2021 exchange rate) (the “seller notes”) and fair value of EUR 18,800 ($21,723 based on the November 5, 2021 exchange rate). The seller notes are payable in two EUR 9,000 ($10,400 based on the November 5, 2021 exchange rate) installments due on the first and second anniversaries of the issuance date. The seller notes bear interest at a rate equal to 8.50% per annum, payable semi-annually commencing on the six-month anniversary of the Closing. The acquisition of 1-2-3.tv was accounted for in accordance with ASC 805-10 “Business Combinations”. The allocation of the purchase price was based upon a valuation, and the Company’s estimates and assumptions of the assets acquired, and liabilities assumed. The allocation of the purchase price was based upon a preliminary valuation, and the Company’s estimates and assumptions of the assets acquired, and liabilities assumed are subject to change within the measurement period pending the finalization of a valuation. Based on the preliminary valuation, the total consideration of $103,621 has been allocated to assets acquired and liabilities assumed based on their respective fair values as follows: Fair Value Cash and cash equivalents $ 2,117 Accounts receivable, net 7,773 Inventory 18,815 Prepaid expenses 2,002 Fixed assets 5,093 Goodwill 72,555 Identifiable intangible assets acquired: Developed technology 3,813 Customer lists and relationships 3,466 Trademarks and trade names 13,172 Liabilities assumed (25,185) Total consideration $ 103,621 Goodwill has been measured as the excess of the total consideration over the amounts assigned to the identifiable assets acquired and liabilities assumed. Goodwill amounted to $72,555, including assembled workforce. The preliminary purchase price allocation may be adjusted, as necessary, up to one year after the acquisition closing date if management obtains additional information regarding asset valuations and liabilities assumed. The Purchase Agreement provides that the Sellers may receive additional consideration from the Subsidiary, if earned, in the form of earn-out payments in the amount of up to EUR 14,000 ($16,177 based on the November 5, 2021 exchange rate) based on revenues of the 1-2-3.tv Group during 2022, and up to an additional EUR 14,000 per year for 2023 and 2024 based on revenues of the 1-2-3.tv Group during each of 2023 and 2024, with the ability of the Sellers to earn amounts in excess of the EUR 14,000 in 2023 and 2024 in the event the maximum earn-out payments are not earned in either 2022 or 2023, respectively; provided, that in no event shall the total earn-out amount exceed EUR 42,000 ($48,531 based on the November 5, 2021 exchange rate). The Company has agreed to guarantee all obligations of the Subsidiary under the Purchase Agreement and the Vendor Loan. As of November 5, 2021, the fair value of the earn-out payment amounted to EUR 2,680 ($3,097 based on November 5, 2021 exchange rate). As of January 29, 2022, the recorded value of the earn-out payments was EUR 2,680 ($2,987 based on the January 29, 2022 exchange rate). The Purchase Agreement contains customary representations, warranties, and covenants by each of the parties. The Purchase Agreement also provides that the parties will indemnify each other for certain liabilities arising under the Purchase Agreement, subject to various limitations, including, among other things, thresholds, caps and time limitations. The Subsidiary has obtained representation and warranty insurance that provides exclusive coverage for certain breaches of, and inaccuracies in, representations and warranties made by Sellers in the Purchase Agreement, subject to exclusions, deductibles and other terms and conditions. Unaudited Supplemental Pro Forma Information With significant operations in Europe, 1-2-3.tv had sales of approximately $187,398 and $177,082 for its fiscal year ended December 31, 2021 and December 31, 2020 respectively. 1-2-3.tv’s results have been included since the date of the acquisition and include $42,196 in net sales and net income of $1,804. In connection with the 1-2-3.tv acquisition, in 2021, iMedia incurred pretax expenses of $1,899 related to transaction and integration-related costs, recorded to selling, general and administrative expenses. The unaudited proforma information below, as required by GAAP, assumes that 1-2-3.tv had been acquired at the beginning of the 2020 fiscal year and includes the effect of transaction accounting adjustments. These adjustments include the amortization of acquired intangible assets, depreciation of the fair value step-up of acquired property, plant and equipment, amortization of inventory fair value step-up (assumed to be fully amortized in 2020) in connection with the acquisition. This unaudited proforma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have resulted had the acquisition been in effect at the beginning of the 2020 fiscal year. In addition, the unaudited proforma results are not intended to be a projection of future results and do not reflect any operating efficiencies or cost savings that might be achievable. The following table presents proforma net sales and net income per share data assuming 1-2-3.tv was acquired at the beginning of the 2020 fiscal year: 2021 (a) 2020 (a) Net sales $ 689,888 $ 631,253 Net loss (26,776) (13,140) (a) The above unaudited proforma information is presented for the 1-2-3.tv acquisition as it is considered a material acquisition. Synacor’s Portal and Advertising Business Acquisition On July 30, 2021, the Company closed on the acquisition of Synacor’s Portal and Advertising business segment. This acquisition allows the Company to leverage its interactive video expertise and national television promotional power, as well as its merchandising, customer solutions and fulfillment capabilities, to offer advertisers and consumer brands differentiated digital services that the Company believes will accelerate its timeline to become the leading single-source partner to advertisers seeking to use interactive video to drive growth. Synacor Portal and Advertising has been renamed to iMedia Digital Services (“iMDS”), a leading digital advertising platform advertising platform monetizing 200+ million monthly users for its publishers by utilizing its proprietary technologies, first-party customer shopping data and interactive video services to drive engagement, traffic and conversion. The acquisition of iMDS was accounted for in accordance with ASC 805-10 “Business Combinations”. The total consideration transferred on the date of the transaction consisted of $20,000 cash, the issuance of a $10,000 seller note and assumed liabilities with a fair value of $7,864. The seller note is payable in $1,000 quarterly installments over the next ten calendar quarters beginning with September 30, 2021. The seller note bears interest at rates between 6% and 11% depending upon the period outstanding. The allocation of the purchase price was based upon a preliminary valuation, and the Company’s estimates and assumptions of the assets acquired, and liabilities assumed are subject to change within the measurement period pending the finalization of a valuation. The acquisition of iMDS was accounted for in accordance with ASC 805-10 “Business Combinations”. The allocation of the purchase price was based upon a valuation, and estimates and assumptions of the assets acquired, and liabilities assumed. The allocation of the purchase price was based upon a preliminary valuation, and the Company’s estimates and assumptions of the assets acquired, and liabilities assumed are subject to change within the measurement period pending the finalization of a valuation. Based on the preliminary valuation, the total consideration of $30,400 has been allocated to assets acquired and liabilities assumed based on their respective fair values as follows: Fair Value Accounts receivable and prepaid $ 7,516 Fixed assets 737 Right of use asset 111 Goodwill 24,250 Identifiable intangible assets acquired: Developed technology 1,050 Customer lists and relationships 4,600 Liabilities assumed (7,864) Total consideration $ 30,400 Goodwill has been measured as the excess of the total consideration over the amounts assigned to the identifiable assets acquired and liabilities assumed. Goodwill amounted to $24,250, including assembled workforce. The preliminary purchase price allocation may be adjusted, as necessary, up to one year after the acquisition closing date if management obtains additional information regarding asset valuations and liabilities assumed. Christopher & Banks Transaction Christopher & Banks is a specialty brand of privately branded women's apparel and accessories. The Christopher & Banks brand was previously owned by Christopher & Banks Corporation, which filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in January 2021. On March 1, 2021, the Company entered into a licensing agreement with ReStore Capital, a Hilco Global company, whereby the Company will operate the Christopher & Banks business throughout all sales channels, including digital, television, catalog, and brick and mortar retail, effective March 1, 2021. The Company also purchased certain assets related to the Christopher & Banks eCommerce business, including its customer file, and certain inventory, furniture, equipment, and certain intangible assets. As part of its integration plan, the Company launched dedicated Christopher & Banks television programming on its ShopHQ network, which will promote the brand’s website, christopherandbanks.com, and its retail stores, and its digital interactive style-out platform that helps customers customizes their Christopher & Banks merchandise into stylized collections. On March 1, 2021, the Company acquired all of the assets of Christopher & Banks, LLC. The acquisition of Christopher & Banks was accounted for in accordance with ASC 805-10 “Business Combinations”. The total consideration transferred on the date of the transaction consisted of $3,500 cash and assumed liabilities with a fair value of $4,197. In addition, the Company is obligated to issue common shares to Hilco with a value of $1,500 as additional consideration. The Company expects to issue these shares in the first quarter, 2022. The acquisition of Christopher & Banks, LLC was accounted for in accordance with ASC 805-10 “Business Combinations”. The allocation of the purchase price was based upon a valuation, and estimates and assumptions of the assets acquired, and liabilities assumed. The final total consideration of $5,000 has been allocated to assets acquired and liabilities assumed based on their respective fair values as follows: Fair Value Inventory $ 4,100 Fixed assets 500 Goodwill 3,307 Identifiable intangible assets acquired: Developed technology 890 Customer lists and relationships 400 Liabilities assumed (4,197) Total consideration $ 5,000 Goodwill has been measured as the excess of the total consideration over the amounts assigned to the identifiable assets acquired and liabilities assumed. Goodwill amounted to $3,307, including assembled workforce. The Closeout.com Acquisition On February 5, 2021, the Company became a controlling member under the limited liability company agreement for TCO, LLC (“TCO”), a Delaware limited liability company entered into between the Company and LAKR Ecomm Group LLC (“LAKR”) to operate TheCloseout.com, an online marketplace that was previously owned in part by Invicta Media Investments. LAKR is a newly formed company indirectly owned by Invicta Media Investments, LLC and The Closeout.com LLC. The initial Board of Directors of TCO includes Tim Peterman, the Chief Executive Officer and a director of the Company, Landel Hobbs, the Chairman of the Board of the Company, and Eyal Lalo, a director of the Company. See Note 14 – “Related Party Transactions” for additional information regarding the Company’s relationships with Invicta Media Investments, LLC, Retailing Enterprises and Mr. Lalo. Under the limited liability company agreement, the Company will act as the controlling member of TCO. Mr. Peterman and Mr. Hobbs, as the designees of the Company, will lead TCO, with certain significant corporate actions requiring the consent of both members. Mr. Peterman will be the Chairperson of TCO. Distributions of available cash may be made to the members at the discretion of TCO’s board of managers. In addition, beginning on February 5, 2026 and recurring every 12 months thereafter, the Company will have the right, but not the obligation, to acquire LAKR’s interest in TCO at a value determined based on financial benchmarks set forth in the TCO limited liability company agreement. The acquisition of TCO was accounted for in accordance with ASC 805-10 “Business Combinations”. The allocation of the purchase price was based upon a valuation, and the Company’s estimates and assumptions of the assets acquired, and liabilities assumed. The final total consideration of $7,000 has been allocated to assets acquired and liabilities assumed based on their respective fair values as follows: Fair Value Inventory $ 4,770 Fixed assets 600 Goodwill 1,740 Identifiable intangible assets acquired: Developed technology 110 Trademarks and trade names 180 Liabilities assumed (400) Total consideration $ 7,000 In connection with the establishment of TCO, the Company contributed assets in the form of inventory valued at $3,570 in exchange for a 51% interest in the TCO, and LAKR contributed assets in the form of inventory and intellectual property valued at $3,430 in exchange for a 49% interest in TCO. The Company also entered into a loan and security agreement with TCO, pursuant to which TCO may borrow up to $1,000 from the Company on a revolving basis pursuant to a promissory note bearing interest at LIBOR plus 4.00%, provided that the floor of this interest rate is 4.25%. The promissory note is payable on demand by the Company, may be voluntarily prepaid at any time, and must be repaid prior to TCO making any distributions, other than advances for tax withholdings, to its members. Goodwill has been measured as the excess of the total consideration over the amounts assigned to the identifiable assets acquired and liabilities assumed. Goodwill amounted to $1,740. Non-controlling Interests Non-controlling interests (“NCI”) represent equity interests owned by outside parties. NCI may be initially measured at fair value or at the NCI’s proportionate share of the recognized amounts of the acquiree’s identifiable net assets. The choice of measurement is made on a transaction by transaction basis. The Company elected to measure each NCI at its proportionate share of the recognized amounts of the acquiree’s identifiable net assets. The share of net assets attributable to NCI are presented as a component of equity. Their share of net income or loss and comprehensive income or loss is recognized directly in equity. Total comprehensive income or loss of subsidiaries is attributed to the shareholders of the Company and to the NCI, even if this results in the NCI having a deficit balance. Float Left Interactive, Inc. In November 2019, the Company entered into an asset purchase agreement and acquired substantially all the assets of Float Left, a business comprised of connected TVs, video-based content, application development and distribution, including technical consulting services, software development and maintenance related to video distribution. The Company plans to utilize Float Left’s team and technology platform to further grow its content delivery capabilities in OTT platforms while providing new revenue opportunities. The acquisition has been accounted for under the purchase method of accounting, and accordingly, the purchase price has been allocated to the identifiable assets and liabilities assumed pursuant to the asset purchase agreement based on fair values at the acquisition date. The operating results of Float Left, which were not material, have been included in the consolidated financial statements of the Company since the date of acquisition. The Company incurred $78 of acquisition-related costs and are included in general and administrative expense in the accompanying fiscal 2019 consolidated statement of operations. The acquisition date fair value of consideration transferred for Float Left was approximately $1,102, which consisted of $353 of cash, net of cash acquired, $459 of common stock and $290 of contingent consideration in the form of additional common stock. The estimated fair value of the common stock issued as purchase consideration, 100,000 shares, was based on the issue date closing price of the Company’s stock. The purchase included contingent consideration of up to 50,000 additional shares of the Company’s common stock in the event that gross revenue of the business during an annual earn-out period is equal to or greater than $2,000. The estimated fair value of contingent consideration of $290 was primarily based on the Float Left’s projected performance for each of the first two fiscal years following the closing date and the closing price of the Company’s stock. Any changes in the expected amount of the contingent consideration is recorded in the Consolidated Statement of Operations. As of January 29, 2022, 25,000 of the additional shares remained unearned with a recorded amount of approximately $125. The following table summarizes the allocation of the Float Left purchase consideration: Fair Value Current assets $ 139 Identifiable intangible assets acquired: Developed technology 772 Customer lists and relationships 253 Trademarks and trade names 88 Other assets 18 Accounts payable and accrued liabilities (168) Total consideration $ 1,102 The fair value of identifiable intangible assets was determined using an income-based approach, which includes market participant expectations of cash flows that an asset will generate over the remaining useful life discounted to present value using an appropriate rate of return. J.W. Hulme Company In November 2019, the Company entered into an asset purchase agreement and acquired substantially all the assets of J.W. Hulme, a business specializing in artisan-crafted leather products, including handbags and luggage. The Company plans to accelerate J.W. Hulme’s revenue growth by creating its own programming on ShopHQ. Additionally, the Company plans to utilize J.W. Hulme to craft private-label accessories for the Company’s existing owned and operated fashion brands. The acquisition has been accounted for under the purchase method of accounting, and accordingly, the purchase price has been allocated to the identifiable assets and liabilities assumed pursuant to the asset purchase agreement based on fair values at the acquisition date. The operating results of J.W. Hulme, which were not material, have been included in the consolidated financial statements of the Company since the date of acquisition. The supplementary proforma information, assuming this acquisition occurred as of the beginning of the prior periods, and the operations of J.W. Hulme for the period from the November 26, 2019 acquisition date through the end of fiscal 2019 were immaterial. The Company incurred $80 of acquisition-related costs and are included in general and administrative expense in the accompanying fiscal 2019 consolidated statement of operations. The acquisition date fair value of consideration transferred for J.W. Hulme was approximately $1,906, which consisted of $285 of cash, net of cash acquired, a working capital holdback of $225 and $1,396 of common stock issued. The estimated fair value of the common stock issued as purchase consideration, 291,000 shares, is based on the issue date closing price of the Company’s stock. The following table summarizes the allocation of the J.W. Hulme purchase consideration: Fair Value Current assets $ 904 Identifiable intangible assets acquired: Trademarks and trade names 1,480 Customer lists and relationships 86 Other assets 184 Accounts payable and accrued liabilities (580) Other long term liabilities (168) Total consideration $ 1,906 The fair value of identifiable intangible assets was determined using an income-based approach, which includes market participant expectations of cash flows that an asset will generate over the remaining useful life discounted to present value using an appropriate rate of return. |
Income Taxes
Income Taxes | 12 Months Ended |
Jan. 29, 2022 | |
Income Taxes | |
Income Taxes | (14) Income Taxes The Company records deferred taxes for differences between the financial reporting and income tax bases of assets and liabilities, computed in accordance with tax laws in effect at that time. The deferred taxes related to such differences as of January 29, 2022 and January 30, 2021 were as follows: January 29, 2022 January 30, 2021 Accruals and reserves not currently deductible for tax purposes $ 5,443 $ 4,227 Disallowed interest 4,820 — Inventory capitalization 972 729 Differences in depreciation lives and methods 1,409 (478) Differences in basis of intangible assets 315 318 Differences in investments and other items 1,289 3,817 Net operating loss carryforwards 96,975 98,833 Valuation allowance (111,223) (107,446) Net deferred tax asset (liability) before foreign jurisdiction basis differences — — Differences in basis of acquired intangible assets - foreign jurisdiction (5,285) — Net deferred tax liability $ (5,285) $ — The income tax provision consisted of the following: For the Years Ended January 29, 2022 January 30, 2021 February 1, 2020 Current: U.S Federal $ — $ — $ — State and local 60 60 11 Foreign Jurisdictions 50 — — Total Current 110 60 11 Deferred: U.S Federal — — — State and local — — — Foreign Jurisdictions — — — Total Deferred — — — A reconciliation of the statutory tax rates to the Company’s effective tax rate is as follows: For the Years Ended January 29, 2022 January 30, 2021 February 1, 2020 Taxes at federal statutory rates 21.0 % 21.0 % 21.0 % State income taxes, net of federal tax benefit 2.4 13.4 4.1 Impact of foreing income inclusion (2.7) — — Effect of 162(m) limitation (1.5) — — Disallowed transaction costs (1.4) — — Provision to return true-up (2.6) (2.4) (4.0) Non-cash stock option vesting expense 0.8 (1.2) (0.6) Valuation allowance and NOL carryforward benefits (16.5) (31.2) (20.4) Other — (0.1) (0.1) Effective tax rate (0.5) % (0.5) % 0.0 % Based on the Company’s recent history of losses, the Company has recorded a full valuation allowance as of January 29, 2022 and a full valuation allowance for its net deferred tax assets as of January 30, 2021 in accordance with GAAP, which places primary importance on the Company’s most recent operating results when assessing the need for a valuation allowance. The ultimate realization of these deferred tax assets depends on the ability of the Company to generate sufficient taxable income in the future, as well as the timing of such income. The Company intends to maintain a full valuation allowance for its net deferred tax assets until sufficient positive evidence exists to support reversal of the allowance. As of January 29, 2022, the Company has federal net operating loss carryforwards (“NOLs”) of approximately $389,000 which are available to offset future taxable income. The Company’s federal NOLs generated prior to 2019 expire in varying amounts each year from 2023 2037 In the first quarter of fiscal 2011, the Company had a change in ownership (as defined in Section 382 of the Internal Revenue Code) as a result of the issuance of common stock coupled with the redemption of all the Series B preferred stock held by GE Equity. Sections 382 and 383 limit the annual utilization of certain tax attributes, including NOL carryforwards, incurred prior to a change in ownership. Currently, the limitations imposed by Sections 382 and 383 are not expected to impair the Company’s ability to fully realize its NOLs; however, the annual usage of NOLs incurred prior to the change in ownership are limited. In addition, if the Company were to experience another ownership change, as defined by Sections 382 and 383, its ability to utilize its NOLs could be further substantially limited and depending on the severity of the annual NOL limitation, the Company could permanently lose its ability to use a significant amount of its accumulated NOLs. As of January 29, 2022, and January 30, 2021, there were no unrecognized tax benefits for uncertain tax positions. Accordingly, a tabular reconciliation from beginning to ending periods is not provided. Further, to date, there have been no interest or penalties charged or accrued in relation to unrecognized tax benefits. The Company will classify any future interest and penalties as a component of income tax expense if incurred. The Company does not anticipate that the amount of unrecognized tax benefits will change significantly in the next twelve months. The Company is subject to U.S. federal income taxation, German federal income taxation, and the taxing authorities of various states. The Company’s tax years for 2020, 2019, and 2018 are currently subject to examination by taxing authorities. With limited exceptions, the Company is no longer subject to U.S. federal, state, or local examinations by tax authorities for years before 2018. Shareholder Rights Plan During fiscal 2015, the Company adopted a Shareholder Rights Plan to preserve the value of certain deferred tax benefits, including those generated by net operating losses. On July 10, 2015, the Company declared a dividend distribution of one purchase right (a “Right”) for each outstanding share of the Company’s common stock to shareholders of record as of the close of business on July 23, 2015 and issuable as of that date. On July 13, 2015, the Company entered into a Shareholder Rights Plan (the “Rights Plan”) with Wells Fargo Bank, N.A., a national banking association, with respect to the Rights. Except in certain circumstances set forth in the Rights Plan, each Right entitles the holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Cumulative Preferred Stock, $0.01 par value, of the Company (“Preferred Stock” and each one one-thousandth of a share of Preferred Stock, a “Unit”) at a price of $90.00 per Unit. The Rights initially trade together with the common stock and are not exercisable. Subject to certain exceptions specified in the Rights Plan, the Rights will separate from the common stock and become exercisable following (i) the tenth calendar day after a public announcement or filing that a person or group has become an “Acquiring Person,” which is defined as a person who has acquired, or obtained the right to acquire, beneficial ownership of 4.99% or more of the common stock then outstanding, subject to certain exceptions, or (ii) the tenth calendar day (or such later date as may be determined by the board of directors) after any person or group commences a tender or exchange offer, the consummation of which would result in a person or group becoming an Acquiring Person. If a person or group becomes an Acquiring Person, each Right will entitle its holders (other than such Acquiring Person) to purchase one Unit at a price of $90.00 per Unit. A Unit is intended to give the shareholder approximately the same dividend, voting and liquidation rights as would one share of Common Stock, and should approximate the value of one share of Common Stock. At any time after a person becomes an Acquiring Person, the board of directors may exchange all or part of the outstanding Rights (other than those held by an Acquiring Person) for shares of common stock at an exchange rate of one share of common stock (and, in certain circumstances, a Unit) for each Right. The Company will promptly give public notice of any exchange (although failure to give notice will not affect the validity of the exchange). On July 12, 2019, the Company’s shareholders re-approved the Rights Plan at the 2019 annual meeting of shareholders. The Rights Plan will expire on the close of business on the date of the 2022 annual meeting of shareholders, unless the Rights Plan is re-approved by shareholders prior to expiration. However, in no event will the Rights Plan expire later than the close of business on July 13, 2025. Until the close of business on the tenth calendar day after the day a public announcement or a filing is made indicating that a person or group has become an Acquiring Person, the Company may in its sole and absolute discretion amend the Rights or the Rights Plan agreement without the approval of any holders of the Rights or shares of common stock in any manner, including without limitation, amendments that increase or decrease the purchase price or redemption price or accelerate or extend the final expiration date or the period in which the Rights may be redeemed. The Company may also amend the Rights Plan after the close of business on the tenth calendar day after the day such public announcement or filing is made to cure ambiguities, to correct defective or inconsistent provisions, to shorten or lengthen time periods under the Rights Plan or in any other manner that does not adversely affect the interests of holders of the Rights. No amendment of the Rights Plan may extend its expiration date. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Jan. 29, 2022 | |
Supplemental Cash Flow Information | |
Supplemental Cash Flow Information | (15) Supplemental Cash Flow Information Supplemental cash flow information and noncash investing and financing activities were as follows: For the Years Ended January 29, 2022 January 30, 2021 February 1, 2020 Supplemental Cash Flow Information: Interest paid $ 8,388 $ 4,681 $ 3,151 Interest paid for finance leases 2 7 8 Income taxes paid 63 81 31 Supplemental non-cash investing and financing activities: Television distribution rights obtained in exchange for liabilities $ 102,545 $ 43,655 $ — Property and equipment purchases included in accounts payable 465 288 209 Common stock issuance costs included in accounts payable — 184 — Equipment acquired through finance lease obligations — 62 188 Fair value of common stock issued as consideration for business acquisitions — — 1,855 Issuance of warrants for intangible assets — — 193 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jan. 29, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | (16) Commitments and Contingencies Cable and Satellite Distribution Agreements The Company has entered into distribution agreements with cable operators, direct-to-home satellite providers, telecommunications companies and broadcast television stations to distribute the Company’s television network over their systems. The terms of the distribution agreements typically range from one Over the past years, the Company has maintained its distribution footprint with the Company’s material cable and satellite distribution carriers. Failure to maintain the cable agreements covering a material portion of the Company’s existing cable households on acceptable financial and other terms could adversely affect future growth, revenues and earnings unless the Company is able to arrange for alternative means of broadly distributing its television programming. Cable operators serving a large majority of cable households offer cable programming on a digital basis. The use of digital compression technology provides cable companies with greater channel capacity. While greater channel capacity increases the opportunity for distribution and, in some cases, reduces access fees paid by us, it also may adversely impact the Company’s ability to compete for television viewers to the extent it results in less desirable channel positioning for us, placement of the Company’s programming in separate programming tiers, the broadcast of additional competitive channels or viewer fragmentation due to a greater number of programming alternatives. The Company has entered into, and will continue to enter into, distribution agreements with other television operators providing for full- or part-time carriage of the Company’s television shopping programming. Future cable and satellite distribution cash commitments at January 29, 2022 are as follows: Fiscal Year Amount 2022 $ 76,987 2023 46,310 2024 33,563 2025 25,563 2026 24,063 Thereafter — Total $ 206,486 Employment Agreements On May 2, 2019, the Company entered into an executive employment agreement with Mr. Peterman, the Company’s Chief Executive Officer. Among other things, the employment agreement provides for a two-year initial term, followed by automatic one-year renewals, an initial base salary of $650, annual bonus stipulations, a temporary living expense allowance and participation in the Company’s executive relocation program. The aggregate commitment for future base compensation related to the agreement at January 30, 2021 was approximately $163. In conjunction with the employment agreement, the Company granted Mr. Peterman an award of 68,000 restricted stock units with an aggregate fair value of $220. The chief executive officer’s employment agreement also provides for severance in the event of employment termination in accordance with the Company’s established guidelines regarding severance as described below. The Company has established guidelines regarding severance for its senior executive officers, whereby if a senior executive officer’s employment terminates for reasons other than change of control, up to 15 months of the executive’s highest annual rate of base salary for those serving as Chief Executive Officer or Executive Vice President and up to 12 months of the executive’s highest annual rate of base salary for those serving as Senior Vice President may become payable. If a Chief Executive Officer or Executive Vice President’s employment terminates within a one-year period commencing on the date of a change in control or within six months preceding the date of a change in control, up to 18 months of the executive’s highest annual rate of base salary, plus 1.5 times the target annual incentive bonus determined from such base salary, may become payable. If a Senior Vice President’s employment terminates within a one-year period commencing on the date of a change in control or within six months preceding the date of a change in control, up to 15 months of the executive’s highest annual rate of base salary, plus 1.25 times the target annual incentive bonus determined from such base salary, may become payable. Retirement Savings Plan The Company maintains a qualified 401(k) retirement savings plan covering substantially all employees. The plan allows the Company’s employees to make voluntary contributions to the plan. In the fourth quarter of fiscal 2021 and in fiscal 2019, the Company made a contribution match of $0.50 for every $1.00 contributed by eligible participants up to a maximum of 6% of eligible compensation. From 2020 through the third quarter of fiscal 2021, the Company made a contribution match of $0.50 for every $1.00 contributed by eligible participants up to a maximum of 3% of eligible contribution. Matching contributions were contributed to the plan on a per pay period basis. Company plan contributions expense totaled $513, $58 and $1,135 for fiscal 2021, fiscal 2020 and fiscal 2019, of which $0 was accrued and outstanding as of January 29, 2022 and January 30, 2021. |
Inventory Impairment Write-down
Inventory Impairment Write-down | 12 Months Ended |
Jan. 29, 2022 | |
Inventory Impairment Write-down | |
Inventory Impairment Write-down | (17) Inventory Impairment Write-down On May 2, 2019, Timothy A. Peterman was appointed Chief Executive Officer of the Company (See Note 21 – “Executive and Management Transition Costs”) and implemented a new merchandise strategy to shift airtime and merchandise by increasing higher contribution margin categories, such as jewelry & watches and beauty & wellness, and decreasing home and fashion & accessories. This change of strategy resulted in the need to liquidate excess inventory in the fashion & accessories and home product categories as a result of the reduced airtime being allocated to those categories. As a result, the Company recorded a non-cash inventory write-down of $6,050 within cost of sales during the first quarter of fiscal 2019. The Company did not record any inventory write-down for impairment in 2021 or 2020. |
Litigation
Litigation | 12 Months Ended |
Jan. 29, 2022 | |
Litigation | |
Litigation | (18) Litigation The Company is involved from time to time in various claims and lawsuits in the ordinary course of business, including claims related to products, product warranties, contracts, employment, intellectual property, consumer protection and regulatory matters. In the opinion of management, none of the claims and suits, either individually or in the aggregate, are reasonably likely to have a material adverse effect on the Company’s operations or consolidated financial statements. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jan. 29, 2022 | |
Related Party Transactions | |
Related Party Transactions | (19) Related Party Transactions Relationship with Sterling Time, Invicta Watch Company of America, and Retailing Enterprises On June 9, 2021, the Company entered into a Confidential Vendor Exclusivity Agreement (the “Famjams Agreement”) with Famjams Trading LLC (“Famjams”), one of the Company's ten largest vendors, pursuant to which Famjams granted the Company the exclusive right to market, promote and sell products using the Medic Therapeutics and Safety Vital brand names and any substantially similar or directly competitive goods or services through the Company’s television networks, website and mobile applications, platforms on social media and mobile host sites and brick and mortar retailing locations in North and South America, Europe and Asia during the five-year exclusivity period, unless earlier terminated pursuant to the terms of the Famjams Agreement. Until the expiration of the exclusivity period, such license is exclusive to the IMBI retailing channels. During the final year of the term of the Famjams Agreement, the parties are required to negotiate in good faith the terms of a five-year extension. Pursuant to the Famjams Agreement, the Company agreed to issue to Famjams $1,500 of RSUs, priced at the closing bid price of the Company’s common stock on the Nasdaq Capital Market on the trading date immediately preceding the date of the Famjams Agreement – a total of 147,347 RSUs. One The Company also agreed, pursuant to the Famjams Agreement, to deliver a cash deposit of $6,000 to Famjams to be used as working capital by Famjams. This deposit will bear interest in the amount of 5% per annum and will become due and payable in full at the end of the term of the Famjams Agreement, or if the Famjams Agreement is extended for a five-year period, at the end of such renewal period. In the event of a default, the Company agreed that the intellectual property and trademarks associated with the Famjams products subject to the Famjams Agreement pledged as collateral fully satisfies any due and owing working capital amount owed by Famjams to the Company. Famjams is an affiliate of Michael Friedman, a director of the Company. Additionally on June 9, 2021, iMedia Brands, Inc. entered into a Confidential Vendor Exclusivity Agreement (the “IWCA Agreement”) with Invicta Watch Company of America, Inc. (“IWCA”), one of the Company's ten largest vendors, pursuant to which IWCA granted the Company the exclusive right to market, promote and sell watches and watch accessories using the Invicta brand names and any substantially similar or directly competitive goods or services through the Company’s live or taped direct response video retail programming in North and South America during the five-year exclusivity period of the IWCA Agreement, unless earlier terminated pursuant to the terms of the IWCA Agreement. During the final year of the term of the IWCA Agreement, the parties are required to negotiate in good faith the terms of a five-year extension. This new agreement permits the Company to extend its exclusive relationship with one of its largest vendors, providing critical long-term stability to the Company's key vendor ranks. Pursuant to the IWCA Agreement, the Company agreed to issue to IWCA $4,500 of RSUs, priced at the closing bid price of the Company’s common stock on the Nasdaq Capital Market on the trading date immediately preceding the date of the IWCA Agreement – a total of 442,043 RSUs. One On August 28, 2020, Invicta Media Investments, LLC purchased 256,000 shares of the Company's common stock pursuant to the Company's public equity offering. On April 14, 2020, the Company entered into a common stock and warrant purchase agreement with certain individuals and entities, pursuant to which the Company sold shares of the Company's common stock and issued warrants to purchase shares of the Company's common stock in a private placement. Details of the common stock and warrant purchase agreement are described in Note 10 – “Shareholders' Equity.” The purchasers consisted of the following: Invicta Media Investments, LLC, Michael and Leah Friedman and Hacienda Jackson LLC. Invicta Media Investments, LLC purchased 734,394 shares of the Company's common stock and a warrant to purchase 367,196 shares of the Company's common stock for an aggregate purchase price of $1,500. Michael and Leah Friedman purchased 727,022 shares of the Company's common stock and a warrant to purchase 367,196 shares of the Company's common stock for an aggregate purchase price of $1,500. Pursuant to the agreement, Sterling Time has standard payment terms with 90-day aging from receipt date for all purchase orders. If the Company's accounts payable balance to Sterling Time exceeds (a) $3,000 in any given week during the Company's first three fiscal quarters through May 31, 2022 or (b) $4,000 in any given week during the Company's fourth fiscal quarters of fiscal 2020 and fiscal 2021, the Company will pay the accounts payable balance owed to Sterling Time that is above these stated amounts. Following May 31, 2022, the Company's payment terms revert back to standard 90-day aging terms as previously described. On May 2, 2019, in accordance with the Purchase Agreement described in Note 10 – “Shareholders’ Equity,” the Company’s Board of directors elected Michael Friedman and Eyal Lalo to the board and appointed Mr. Lalo as the vice chair of the board. Mr. Lalo reestablished Invicta, the flagship brand of the Invicta Watch Group and one of the Company’s largest brands, in 1994, and has served as its chief executive officer since its inception. Mr. Friedman has served as chief executive officer of Sterling Time, which is the exclusive distributor of IWCA’s watches and watch accessories for television home shopping and the Company’s long-time vendor, since 2005. Sterling Time has served as a vendor to the Company for over 20 years. For their service as non-employee members of the board of directors, Messrs. Friedman and Lalo receive compensation under the Company's non-employee director compensation policy. Mr. Lalo is the owner of IWCA, which is the sole owner of Invicta Media Investments, LLC. Mr. Friedman is an owner of Sterling Time. Pursuant to the Purchase Agreement the following companies invested as a group, including: Invicta Media Investments, LLC purchased 400,000 shares of the Company’s common stock and a warrant to purchase 252,656 shares of the Company’s common stock for an aggregate purchase price of $3,000, Michael and Leah Friedman purchased 180,000 shares of the Company’s common stock and a warrant to purchase 84,218 shares of the Company’s common stock for an aggregate purchase price of $1,350, and Retailing Enterprises, LLC purchased 160,000 shares of the Company’s common stock for an aggregate purchase price of $1,200, among others. Transactions with Sterling Time The Company purchased products from Sterling Time, an affiliate of Mr. Friedman, in the aggregate amount of $49,376, $50,992 and $58,700 during fiscal 2021, fiscal 2020 and fiscal 2019. In addition, during fiscal 2019, the Company subsidized the cost of a promotional cruise for Invicta branded and other vendors’ products. As of January 29, 2022 and January 30, 2021, the Company had a net trade receivable balance owed by Sterling Time of $1,356 and a net trade payable balance owed to Sterling Time of $825. Transactions with Retailing Enterprises During fiscal 2019, the Company entered into an agreement, which was subsequently amended, to liquidate obsolete inventory to Retailing Enterprises, LLC for a total purchase price of $1,400. During the third quarter of fiscal 2020, the Company sold additional inventory to Retailing Enterprises, LLC for a purchase price of $365. During fiscal 2021 and 2020, the Company accrued commissions of $225 and $263 to Retailing Enterprises, LLC for Company sales of the Invincible Guarantee program. The Invincible Guarantee program is an Invicta watch offer whereby customers receive credit on watch trade-ins within a five-year period. The program is serviced by Retailing Enterprises, LLC. In addition, the Company provided third party logistic services and warehousing to Retailing Enterprises, LLC, totaling $747 during fiscal 2020. As of January 29, 2022, and January 30, 2021, the Company had a net trade receivable balance owed from Retailing Enterprises of $251 and $641. Transactions with Famjams Trading The Company purchased products from Famjams Trading LLC (“Famjams Trading”), an affiliate of Mr. Friedman, in the aggregate amount of $34,671, $48,818, and $2,200 during fiscal 2021, 2020 and fiscal 2019. In addition, the Company provided third party logistic services and warehousing to Famjams Trading, totaling $4, $59 and $42 in fiscal 2021, 2020 and fiscal 2019. As of January 29, 2022, and January 30, 2021, the Company had a net trade receivable balance with Famjams Trading of $4,974 and $4,300. Transactions with TWI Watches The Company purchased products from TWI Watches LLC (“TWI Watches”), an affiliate of Mr. Friedman, in the aggregate amount of $608, $789 and $782 during fiscal 2021, 2020 and fiscal 2019. As of January 29, 2022 and January 30, 2021, the Company had a net trade payable balance owed to TWI Watches of $151 and $256. Transactions with The Hub Marketing Services, LLC The Company received marketing services from The Hub Marketing Services, LLC, an affiliate of Mr. Lalo, in the aggregate amount of $380 and $300 during fiscal 2021 and fiscal 2020. As of January 29, 2022 and January 30, 2021, the Company had a net trade payable balance owed to The Hub Marketing Services, LLC of $0 and $25. Transactions with a Financial Advisor In November 2018, the Company entered into an engagement letter with Guggenheim Securities, LLC pursuant to which Guggenheim was engaged to provide certain advisory services to the Company. A relative of Neal Grabell, who was a director of the Company at that time, was a managing director of Guggenheim Securities. During the fourth quarter of fiscal 2019, the Company accrued $1,000 in connection with an amendment to the engagement letter. As of January 30, 2021, no amounts had been paid. The Company paid off the liability during fiscal 2021 and had no further accruals as of January 29, 2022. |
Restructuring Costs
Restructuring Costs | 12 Months Ended |
Jan. 29, 2022 | |
Restructuring Costs | |
Restructuring Costs | (20) Restructuring Costs During fiscal 2021, the Company implemented and completed an additional cost optimization initiative, which eliminated additional positions across the Company’s entertainment segment, the majority of which were in merchandising and warehouse management. As a result of the fiscal 2021 cost optimization initiative, the Company recorded restructuring charges of $634 for the year ended January 29, 2022, which relate primarily to severance and other incremental costs associated with the elimination of positions across the Company's entertainment segment. These initiatives were substantially completed as of January 29, 2022, with related cash payments expected to continue through the second quarter of fiscal 2022. During fiscal 2020, the Company implemented and completed a cost optimization initiative, which eliminated positions across the Company’s ShopHQ segment, the majority of which were in customer service, order fulfillment and television production. As a result of the fiscal 2020 cost optimization initiative, the Company recorded restructuring charges of $715 for the year ended January 30, 2021, which relate primarily to severance and other incremental costs associated with the consolidation and elimination of positions across the Company's ShopHQ segment. These initiatives were substantially completed as of January 30, 2021. During fiscal 2019, the Company implemented numerous cost optimization initiatives to streamline the Company’s organizational structure, accelerate decentralized decision making, and realign its cost base with sales declines. As a result of the fiscal 2019 initiatives, the Company recorded restructuring charges of $9,166. The following table summarizes the significant components and activity under the restructuring program for the years ended January 29, 2022 and January 30, 2021: Year Ended January 29, 2022 Balance at Balance at January 30, 2021 Charges Cash Payments January 29, 2022 Severance $ 42 $ 634 $ (119) $ 557 Other incremental costs 5 — (5) — $ 47 $ 634 $ (124) $ 557 Year Ended January 30, 2021 Balance at Balance at February 1, 2020 Charges Cash Payments January 30, 2021 Severance $ 3,133 $ 642 $ (3,733) $ 42 Other incremental costs 127 73 (195) 5 $ 3,260 $ 715 $ (3,928) $ 47 The liability for restructuring accruals is included in current accrued liabilities within the accompanying consolidated balance sheet. |
Executive and Management Transi
Executive and Management Transition Costs | 12 Months Ended |
Jan. 29, 2022 | |
Executive and Management Transition Costs | |
Executive and Management Transition Costs | (21) Executive and Management Transition Costs On May 2, 2019, Robert J. Rosenblatt, the Company’s former Chief Executive Officer, was terminated from his position as an officer and employee of the Company and was entitled to receive the payments set forth in his employment agreement. The Company recorded charges to income totaling $1,922 as a result. Mr. Rosenblatt remained a member of the Company’s board of directors until October 1, 2019. On May 2, 2019, in accordance with the purchase agreement described in Note 10 – “Shareholders’ Equity,” the Company’s board of directors appointed Timothy A. Peterman to serve as Chief Executive Officer, effective immediately, and entered into an employment agreement with Mr. Peterman. In conjunction with these executive changes as well as other executive and management terminations made during fiscal 2019, the Company recorded charges to income totaling $2,741, which relate primarily to severance payments to be made as a result of the executive officer and other management terminations and other direct costs associated with the Company’s 2019 executive and management transition. As of January 30, 2021, $241 was accrued, with the related cash payments made through the second quarter of fiscal 2021. As of January 29, 2022, there were no remaining accrued termination or transition costs. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jan. 29, 2022 | |
Subsequent Events | |
Subsequent Events | (22) Subsequent Events On April 18, 2022, Company entered into a Securities Purchase Agreement (the “SPA”), by and between the Company and Growth Capital Partners, LLC (“GCP”), for the purchase and sale of an unsecured convertible promissory note (the “Note”) in the original aggregate principal amount of $10,600,000, convertible into shares of the Company’s common stock, $0.01 par value (“Common Stock”), in a private placement upon the terms and subject to the limitations and conditions set forth in the Note. The aggregate purchase price of the Note is $10,000,000, which reflects an original issue discount to GCP of $600,000. Company filed an Form 8-K outlining the transaction on April 22, 2022. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jan. 29, 2022 | |
Summary of Significant Accounting Policies | |
Fiscal Year | Fiscal Year The Company’s fiscal year ends on the Saturday nearest to January 31 and results in either a 52-week or 53-week fiscal year. References to years in this report relate to fiscal years, rather than to calendar years. The Company’s most recently completed fiscal year, fiscal 2021, ended on January 29, 2022, and consisted of 52 weeks 52 weeks 52 weeks |
Principles of Consolidation | Principles of Consolidation The Company’s consolidation policy requires equity investments that the Company exercises significant influence over but do not control the investee and are not the primary beneficiary of the investee’s activities to be accounted for using the equity method. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (GAAP). The books and records of subsidiaries located in foreign countries are maintained according to generally accepted accounting principles in those countries. Upon consolidation, the Company evaluates the differences in accounting principles and determines whether adjustments are necessary to convert the foreign financial statements to the accounting principles upon which the consolidated financial statements are based. All intercompany transactions have been eliminated. |
Reclassification | Reclassification Certain prior period amounts have been reclassified for consistency with current period presentation. |
Foreign Currency Translation | Foreign Currency Translation For most foreign operations, local currencies are considered the functional currency. Assets and liabilities of non-U.S dollar functional currency entities are translated to U.S dollars at fiscal year-end exchange rates and the resulting gains and losses from the translation of net assets located outside the U.S. are recorded as a cumulative translation adjustment, a component of accumulated other comprehensive income (loss) on the consolidated balance sheets. Elements of the consolidated statement of operations are translated at average exchange rates in effect during the fiscal year. |
Revenue Recognition | Revenue Recognition For revenue in the entertainment and consumer brands reporting segments, revenue is recognized when control of the promised merchandise is transferred to customers in an amount that reflects the consideration the Company expects to receive in exchange for the merchandise, which is upon shipment. Revenue is reported net of estimated sales returns, credits and incentives, and excludes sales taxes. Sales returns are estimated and provided for at the time of sale based on historical experience. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in Accounting Standards Codification (“ASC”) 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Substantially all of the Company’s merchandise sales are single performance obligation arrangements for transferring control of merchandise to customers or providing service to customers. The Company’s merchandise is generally sold with a right of return for up to a certain number of days after the merchandise is shipped and the Company may provide other credits or incentives, which are accounted for as variable consideration when estimating the amount of revenue to recognize. Merchandise returns and other credits including the provision for returns are estimated at contract inception and updated at the end of each reporting period as additional information becomes available. For revenue in the media commerce services reporting segment, or the Company’s services sales, such as digital advertising services and OTT Apps services, are both single and multiple performance obligations arrangements. For services contracts, the Company accounts for individual performance obligations separately if they are distinct. Typical performance obligations are website design, management and performance; maintenance and support services; search services; advertising services; and sale of merchandise. The transaction price for services is allocated to the separate performance obligations on a relative standalone selling price basis. Standalone selling prices of services are typically estimated based on observable transactions when these services are sold on a standalone basis. For revenue in the media advertising services segment, revenue is recognized when the services are provided to the customer, which is generally performed over time. Revenue earned for website design, management and performance and maintenance and support fees is recognized from customers as its obligation to deliver the service is satisfied, which is when the service is delivered. Revenue earned from digital advertising is recognized based on amounts received from advertising customers as the impressions are delivered or the actions occur, according to contractually determined rates. The Company expects payment within 30 to 90 days from the invoice date (fulfillment of performance obligations or per contract terms). Differences between the amount of revenue recognized and the amount invoiced are recognized as deferred revenue. None of the Company’s contracts contained a significant financing component. In accordance with ASC 606-10-50, the Company disaggregates revenue from contracts with customers by significant product groups and timing of when the performance obligations are satisfied. A reconciliation of disaggregated revenue by segment and significant product group is provided in Note 11 – “Business Segments and Sales by Product Group.” The Company evaluated whether it is the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis) in certain vendor arrangements where the merchandise is shipped directly from the vendor to the Company’s customer and the purchase and sale of inventory is virtually simultaneous. Generally, the Company is the principal and reports revenues from such vendor arrangements on a gross basis, as it controls the merchandise before it is transferred to the customer. The Company’s control is evidenced by it being primarily responsible to the customers, establishing price and its inventory risk upon customer returns. The Company also evaluated whether it is the principal or agent in its contracts for portal and advertising services. Generally, the Company is the principal and reports revenues from such customer contracts on a gross basis as the Company is primarily responsible for fulfilling the related obligations, bears the risk of collection and establishes pricing. The Company incurs incremental costs to obtain contracts. As contract terms are generally one year or less, the Company elects the practical expedient to expense these costs as incurred. Merchandise Returns For the Company’s product sales in the entertainment and consumer brands reporting segments, the Company records a merchandise return liability as a reduction of gross sales for anticipated merchandise returns. The Company estimates and evaluates the adequacy of its merchandise return 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 January 29, 2022 and January 30, 2021, the Company recorded a merchandise return liability of $8,126 and $5,271, included in accrued liabilities, and a right of return asset of $3,770 and $2,749, included in other current assets. Shipping and Handling For the Company’s shipping and handling in the entertainment and consumer brands reporting segments, the Company has elected to account for shipping and handling as activities to fulfill the promise to transfer the merchandise. Shipping and handling fees charged to customers are recognized as revenues when the customer obtains control of the merchandise, which is upon shipment. The Company records the related costs for shipping and handling activities at the time of shipment as cost of sales in the accompanying statements of operations. |
Sales and VAT Taxes | Sales and VAT Taxes The Company has elected to exclude from revenue the sales and VAT taxes imposed on its sales and collected from customers. |
Accounts Receivable | Accounts Receivable For its entertainment and consumer brands segments, the Company utilizes an installment payment program called ValuePay that entitles customers to purchase merchandise and generally pay for the merchandise in two or more equal monthly credit card installments. Payment is generally required within 30 to 60 days from the purchase date. The Company has elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component when the payment terms are less than one year. Accounts receivable consist primarily of amounts due from customers for merchandise and service sales, receivables from credit card companies, and amounts due from vendors for unsold and returned products and are reflected net of reserves for estimated uncollectible amounts. The Company records accounts receivable at the invoiced amount and does not charge interest on past due invoices A provision for ValuePay bad debts is provided as a percentage of ValuePay receivables in the period of sale and is based on historical experience and the Company’s judgments about the creditworthiness of customers based on ongoing credit evaluations. The Company reviews its accounts receivable from customers that are past due to identify specific accounts with known disputes or collectability issues. As of January 29, 2022 and January 30, 2021, the Company had approximately $47,008 and $49,736 of net receivables due from customers under the ValuePay installment program and total reserves for estimated uncollectible amounts of $3,019 and $3,132. 1-2-3.tv receivables totaled approximately $6,011 at January 29, 2022. Regarding the media commerce services segment, receivables related to iMDS were $9,292 at January 29, 2022. |
Cost of Sales and Other Operating Expenses | Cost of Sales and Other Operating Expenses Cost of sales includes primarily the cost of merchandise sold and services provided, shipping and handling costs, inbound freight costs, excess and obsolete inventory charges, distribution facility depreciation, vendor share based payment compensation, revenue sharing, content acquisition costs, co-location facility costs, royalty costs and product support costs. Revenue sharing consists of amounts accrued and paid to customers for the internet traffic on Managed Portals where the Company is the primary obligor, resulting in the generation of search and digital advertising revenue. The revenue-sharing agreements with customers are primarily variable payments based on a percentage of the search and digital advertising revenue. |
Selling, General and Administrative Expenses | Purchasing and receiving costs, including costs of inspection, are included as a component of distribution and selling expense and were approximately $7,788, $5,085 and $8,730 for fiscal 2021, fiscal 2020 and fiscal 2019. Distribution and selling expense consists primarily of cable and satellite access fees, credit card fees, bad debt expense and costs associated with purchasing and receiving, inspection, marketing and advertising, show production, promotional materials, website marketing and merchandising, telemarketing, customer service, warehousing, fulfillment, TV broadcasting and studio operation, share based compensation and compensation-related expenses to the Company’s direct sales and marketing personnel. General and administrative expense consists primarily of costs associated with executive, legal, accounting and finance, information systems and human resources departments, software and system maintenance contracts, insurance, investor and public relations, share based compensation and director fees. |
Cash | Cash Cash consists of cash on deposit. The Company maintains its cash balances at financial institutions in demand deposit accounts that are federally insured (in the U.S). The Company has not experienced losses in such accounts and believes it is not exposed to any significant credit risk on its cash. |
Restricted Cash Equivalents | Restricted Cash Equivalents The Company’s restricted cash equivalents consist of demand deposit accounts and are generally restricted for a period ranging from 30 to 60 days. Interest income is recognized when earned. The following table provides a reconciliation of cash and restricted cash equivalents reported with the consolidated balance sheets to the total of the same amounts shown in the consolidated statements of cash flows: January 29, 2022 January 30, 2021 February 1, 2020 Cash $ 11,295 $ 15,485 $ 10,287 Restricted cash equivalents 1,893 — — Total cash and restricted cash equivalents $ 13,188 $ 15,485 $ 10,287 |
Inventories | Inventories Inventories, which consists primarily of consumer merchandise held for resale, are stated at the lower of average cost or net realizable value. As of January 29, 2022, January 30, 2021, and February 1, 2020, inventory obsolescence reserves were $8,939 $9,985, and $12,320, respectively. During fiscal 2021, 2020 and 2019, products purchased from one vendor accounted for approximately 16%, 20% and 19% of the Company’s consolidated net sales. During fiscal 2021 and 2020, products purchased from a second vendor accounted for approximately 11% and 14% of the Company’s consolidated net sales. These two vendors are related parties and additional information is included in Note 19 – “Related Party Transactions.” |
Marketing and Advertising Costs | Marketing and Advertising Costs Marketing and advertising costs are expensed as incurred and consist primarily of online advertising, including amounts paid to online search engine operators and customer mailings. Total marketing and advertising costs and online search marketing fees totaled $8,717, $3,852 and $4,673 for fiscal 2021, fiscal 2020 and fiscal 2019. The Company includes advertising costs as a component of distribution and selling expense in the Company’s consolidated statement of operations. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Improvements and renewals that extend the life of an asset are capitalized and depreciated. Repairs and maintenance are charged to expense as incurred. The cost and accumulated depreciation of property and equipment retired or otherwise disposed of are removed from the related accounts, and any residual values are charged or credited to operations. Depreciation and amortization for financial reporting purposes are provided on a straight-line method based upon estimated useful lives. Costs incurred to develop software for internal use and for the Company’s websites are capitalized and amortized over the estimated useful life of the software. Costs related to maintenance of internal-use software and for the Company’s website are expensed as incurred. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment would be recognized when the carrying amount of an asset or asset group exceeds the future estimated undiscounted cash flows expected to be generated by the asset or asset group. If the carrying amount of the asset or asset group exceeds its estimated future cash flows, an impairment charge is recognized in the amount that the carrying amount of the asset exceeds the fair value of the asset. Television Broadcast Rights Television broadcast rights are affiliation agreements with television service providers for carriage of the Company’s television programming over their systems, including channel placement rights, which generally run from one |
Goodwill | Goodwill Goodwill represents the excess of purchase price over the value assigned to the net assets, including identifiable intangible assets, of a business acquired. Goodwill is tested for impairment at the reporting unit level. A reporting unit is defined as an operating segment or one level below an operating segment, referred to as a component. A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and segment management regularly reviews the operating results of that component. The Company performs its annual goodwill impairment tests as of the first day of the fourth quarter of the fiscal year or in interim periods if certain events occur indicating that the carrying amount may be impaired, such as changes in the business climate, poor indicators of operating performance or the sale or disposition of a significant portion of a reporting unit. When testing goodwill, the Company has the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is less than their respective carrying amounts as the basis to determine if it is necessary to perform a quantitative impairment test. If the Company chooses not to complete a qualitative assessment, or if the initial assessment indicates that it is more likely than not that the carrying amount of a reporting unit or the carrying amount of an indefinite-lived intangible asset exceed their respective estimated fair values, a quantitative test is required. In performing a quantitative impairment test, the Company compares the fair value of each reporting unit and with their respective carrying amounts. If the carrying amounts of the reporting unit exceed their respective fair values, an impairment charge is recognized in an amount equal to the difference, limited to the total amount of goodwill allocated to that reporting unit. There was no impairment of goodwill for the years ended January 29, 2022 and January 30, 2021; however, events such as prolonged economic weakness or unexpected significant declines in operating results of any of our reporting units or businesses, may result in goodwill impairment charges in the future. |
Intangible Assets | Intangible Assets Identifiable intangibles with finite lives are amortized over their estimated useful lives. Identifiable intangible assets that are subject to amortization are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The impairment test consists of a comparison of the fair value of the intangible asset with its carrying amount. There was no impairment of intangible assets for the years ended January 29, 2022 and January 30, 2021; however, events such as prolonged economic weakness or unexpected significant declines in operating results of any of our reporting units or businesses, may result in goodwill impairment charges in the future. |
Earnout | Earn-outs Earn-outs are contingent consideration issued under a business acquisition that is dependent on the future revenues of the business acquired. The Company’s earn-outs are not indexed to the Company’s stock and are therefore precluded from equity treatment and are recorded as liabilities in the Consolidated Balance Sheets. The Company remeasures the earn-outs at each reporting period based on the amount the Company expects to pay, with any changes being recorded in the Consolidated Statements of Operations. |
Stock-Based Compensation | Stock-Based Compensation Compensation is recognized for all stock-based compensation arrangements by the Company, including employee and non-employee stock option and restricted stock unit grants. The estimated grant date fair value of each stock-based award is recognized as compensation over the requisite service period, which is generally the vesting period. Stock-based compensation expense is recognized net of forfeitures, which the Company estimates based on historical data. The estimated fair value of each option is calculated using the Black-Scholes option-pricing model for time-based vesting awards and a Monte Carlo valuation model for market-based vesting awards. The estimated fair value of restricted stock grants is based on the grant date closing price of the Company’s stock for time-based vesting awards and a Monte Carlo valuation model for market-based vesting awards. |
Income Taxes | Income Taxes The Company accounts for income taxes under the liability method of accounting whereby deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between 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. The Company assesses the recoverability of its deferred tax assets and records a valuation allowance when it is more likely than not some portion of the deferred tax asset will not be realized. The Company recognizes interest and penalties related to uncertain tax positions within income tax expense. The Company accounts for uncertain tax positions using a more-likely-than-not recognition threshold based on the technical merits of the tax position taken. Tax benefits that meet the more-likely-than-not recognition threshold should be measured as the largest amount of tax benefits, determined on a cumulative probability basis, which is more likely than not to be realized upon ultimate settlement in the financial statements. As of January 29, 2022, and January 30, 2021, accrued interest or penalties related to uncertain tax positions was insignificant. |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Comprehensive loss is comprised of net loss and all changes to the statements of stockholders’ equity. Accumulated other comprehensive loss as of January 29, 2022 consists of foreign currency translation adjustments. There was no accumulated other comprehensive income or loss as of January 30, 2021. |
Net Loss Per Common Share | Net Loss Per Common Share Basic net loss per share is computed by dividing reported loss by the weighted average number of shares of common stock outstanding for the reported period. Diluted net income per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock of the Company during reported periods and is calculated using the treasury method. A reconciliation of net loss per share calculations and the number of shares used in the calculation of basic net loss per share and diluted net loss per share is as follows: For the Years Ended January 29, 2022 January 30, 2021 February 1, 2020 Numerator: Net loss attributable to shareholders $ (22,008) $ (13,234) $ (56,296) Earnings allocated to participating share awards — — — Net loss attributable to common shares — Basic and diluted $ (22,008) $ (13,234) $ (56,296) Denominator: Weighted average number of common shares outstanding — Basic (a) 19,362,062 10,745,916 7,462,380 Dilutive effect of stock options, non-vested shares and warrants (b) — — — Weighted average number of common shares outstanding — Diluted 19,362,062 10,745,916 7,462,380 Net loss per common share $ (1.14) $ (1.23) $ (7.54) Net loss per common share — assuming dilution $ (1.14) $ (1.23) $ (7.54) (a) During fiscal 2018, the Company issued a restricted stock award that is a participating security. For fiscal 2021, fiscal 2020 and fiscal 2019, the entire undistributed loss is allocated to common shareholders. (b) For fiscal 2020, the basic earnings per share computation included 21,000 outstanding fully paid warrants to purchase shares of the Company’s common stock at a price of $0.001 per share. (c) For fiscal 2021, fiscal 2020 and fiscal 2019, there were approximately 960,000 , 591,000 and 46,000 incremental, in-the-money, potentially dilutive common shares outstanding. The incremental in-the-money potentially dilutive common stock shares are excluded from the computation of diluted earnings per share, as the effect of their inclusion would be anti-dilutive. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments GAAP requires disclosures of fair value information about financial instruments for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument. GAAP excludes certain financial instruments and all non-financial instruments from its disclosure requirements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs to valuation methodologies used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of: ● Level 1 – Defined as observable inputs, such as quoted prices (unadjusted), for identical instruments in active markets; ● Level 2 – Defined as inputs other than quoted prices in active markets that are either directly or indirectly observable, such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3 – Defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The Company used the following methods and assumptions in estimating its fair values for financial instruments. The carrying amounts reported in the accompanying consolidated balance sheets approximate the fair value for cash, short-term investments, accounts receivable, trade payables and accrued liabilities, due to the short maturities of those instruments. The fair value of the Company’s variable rate Siena Lending Group, GreenLake Real Estate Finance LLC, and PNC Credit facilities, approximates, and is based on, their carrying value due to the variable rate nature of the financial instrument. The additional disclosures regarding the Company’s fair value measurements are included in Note 8 – “Fair Value Measurements.” Fair Value Measurements on a Nonrecurring Basis Assets and liabilities that are measured at fair value on a nonrecurring basis relate primarily to the Company’s tangible fixed assets and finite-lived intangible assets. These assets and liabilities are recorded at fair value only if an impairment is recognized in the current period. If the Company determines that impairment has occurred, the carrying value of the asset is reduced to fair value and the difference is recorded as a loss within operating income in the consolidated statement of operations. The Company had no remeasurements of such assets or liabilities to fair value during fiscal 2021, fiscal 2020 or fiscal 2019. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during reporting periods. These estimates relate primarily to the carrying amounts of accounts receivable and inventories, the realizability of certain long-term assets and the recorded balances of certain accrued liabilities and reserves. Ultimate results could differ from these estimates. |
Recently Issued Accounting Pronouncements | Recently Adopted Accounting Standards In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-15 Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments Codification Improvements to Topic 326, Financial Instruments—Credit Losses of allowances for losses. The Company adopted this guidance during the first quarter of fiscal 2021 on a prospective basis. The adoption of the ASU 2016-13 and subsequent amendments did not have a material impact on the Company’s consolidated financial statements. On December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes Recently Issued Accounting Pronouncements In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting Reference Rate Reform (Topic 848) In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Liabilities from Contracts with Customers In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Summary of Significant Accounting Policies | |
Reconciliation of cash and restricted cash equivalents [Table Text Block] | The following table provides a reconciliation of cash and restricted cash equivalents reported with the consolidated balance sheets to the total of the same amounts shown in the consolidated statements of cash flows: January 29, 2022 January 30, 2021 February 1, 2020 Cash $ 11,295 $ 15,485 $ 10,287 Restricted cash equivalents 1,893 — — Total cash and restricted cash equivalents $ 13,188 $ 15,485 $ 10,287 |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | A reconciliation of net loss per share calculations and the number of shares used in the calculation of basic net loss per share and diluted net loss per share is as follows: For the Years Ended January 29, 2022 January 30, 2021 February 1, 2020 Numerator: Net loss attributable to shareholders $ (22,008) $ (13,234) $ (56,296) Earnings allocated to participating share awards — — — Net loss attributable to common shares — Basic and diluted $ (22,008) $ (13,234) $ (56,296) Denominator: Weighted average number of common shares outstanding — Basic (a) 19,362,062 10,745,916 7,462,380 Dilutive effect of stock options, non-vested shares and warrants (b) — — — Weighted average number of common shares outstanding — Diluted 19,362,062 10,745,916 7,462,380 Net loss per common share $ (1.14) $ (1.23) $ (7.54) Net loss per common share — assuming dilution $ (1.14) $ (1.23) $ (7.54) (a) During fiscal 2018, the Company issued a restricted stock award that is a participating security. For fiscal 2021, fiscal 2020 and fiscal 2019, the entire undistributed loss is allocated to common shareholders. (b) For fiscal 2020, the basic earnings per share computation included 21,000 outstanding fully paid warrants to purchase shares of the Company’s common stock at a price of $0.001 per share. (c) For fiscal 2021, fiscal 2020 and fiscal 2019, there were approximately 960,000 , 591,000 and 46,000 incremental, in-the-money, potentially dilutive common shares outstanding. The incremental in-the-money potentially dilutive common stock shares are excluded from the computation of diluted earnings per share, as the effect of their inclusion would be anti-dilutive. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Property and Equipment | |
Property and Equipment [Table Text Block] | Property and equipment in the accompanying consolidated balance sheets consisted of the following: Estimated Useful Life (In Years) January 29, 2022 January 30, 2021 Land and improvements — $ 3,460 $ 3,236 Buildings and leasehold improvements 3-40 44,726 42,441 Transmission and production equipment 5-10 8,397 8,188 Office and warehouse equipment 3-15 21,602 18,519 Computer hardware, software and telephone equipment 3-10 102,951 91,561 181,136 163,945 Less — Accumulated depreciation (132,911) (121,957) $ 48,225 $ 41,988 |
Television Distribution Rights
Television Distribution Rights (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |
Schedule of Television Broadcast Rights [Table Text Block] | Television broadcast rights in the accompanying consolidated balance sheets consisted of the following: January 29, 2022 January 30, 2021 Television broadcast rights $ 146,200 $ 43,655 Less accumulated amortization (43,858) (16,902) Television broadcast rights, net $ 102,342 $ 26,753 |
Schedule of Estimated Future Amortization Expense of Finite-lived Intangible Assets [Table Text Block] | 2022 $ 3,223 2023 3,165 2024 2,968 2025 2,707 2026 2,002 Thereafter 13,875 Total $ 27,940 |
Television Broadcast Rights [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Schedule of Estimated Future Amortization Expense of Finite-lived Intangible Assets [Table Text Block] | 2022 $ 27,521 2023 20,493 2024 20,493 2025 20,493 2026 13,342 Thereafter — Total $ 102,342 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Goodwill and Intangible Assets | |
Schedule of Changes in Goodwill [Table Text Block] | Balance, January 30, 2021 $ — Goodwill acquired 101,852 Foreign currency translation adjustment (2,802) Balance, January 29, 2022 $ 99,050 |
Schedule of Estimated Future Amortization Expense of Finite-lived Intangible Assets [Table Text Block] | 2022 $ 3,223 2023 3,165 2024 2,968 2025 2,707 2026 2,002 Thereafter 13,875 Total $ 27,940 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | January 29, 2022 January 30, 2021 Estimated Gross Gross Useful Life Carrying Accumulated Carrying Accumulated (In Years) Amount Amortization Net Amount Amount Amortization Net Amount Trademarks and Trade Names 15 $ 14,462 $ (451) $ 14,011 $ 1,568 $ (124) $ 1,444 Technology 4 9 6,524 (752) 5,772 772 (228) 544 Customer Lists and Relationships 3 14 8,689 (619) 8,070 339 (93) 246 Vendor Exclusivity 5 193 (106) 87 192 (67) 125 Total finite-lived intangible assets $ 29,868 $ (1,928) $ 27,940 $ 2,871 $ (512) $ 2,359 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Accrued Liabilities | |
Schedule of Accrued Liabilities [Table Text Block] | Accrued liabilities in the accompanying consolidated balance sheets consisted of the following: January 29, 2022 January 30, 2021 Allowance for sales returns $ 8,126 $ 5,271 Accrued cable access fees 7,290 11,150 Accrued payroll and related 6,149 4,183 Accrued freight expenses 3,961 3,197 Accrued operating expenses 2,815 2,920 Accrued inventory-in-transit 2,710 158 Accrued advertising expenses 2,795 — Accrued transaction costs 2,405 — Other accrued expenses 8,137 2,630 Total accrued liabilities $ 44,388 $ 29,509 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Fair Value Measurements | |
Schedule of fair values of the Company's derivative instruments classified as Level 2 financial instruments | Fair Value Measurements at January 29, 2022 Total Level 1 Level 2 Level 3 Liabilities: Siena revolving loan $ 60,216 $ — $ 60,216 $ — 8.5% Senior unsecured notes (IMBIL) 70,176 70,176 — — GreenLake Real Estate financing term loan 28,500 — 28,500 — Seller notes 29,354 — 29,354 — Fair Value Measurements at January 30, 2021 Total Level 1 Level 2 Level 3 Liabilities: PNC revolving loan $ 53,380 $ — $ 53,380 $ — PNC term loan 12,441 — 12,441 — |
Credit Agreements (Tables)
Credit Agreements (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Credit Agreements | |
Schedule of Long-term Credit Facility [Table Text Block] | The Company’s credit agreements consist of: January 29, 2022 January 30, 2021 Long-term credit facility: Siena revolving loan due July 31, 2024, principal amount $ 60,216 $ — PNC revolving loan due July 27, 2023, principal amount, extinguished in July 2021 — 41,000 Total long-term credit facility 60,216 41,000 8.5% Senior Unsecured Notes, due 2026, principal amount 80,000 — GreenLake Real Estate Financing term loan due July 31, 2024, principal amount 28,500 — PNC term loan due July 27, 2023, principal amount, extinguished in July 2021 — 12,441 Seller notes: Seller note due in annual installments, maturing in November 2023, principal amount 20,062 — Seller note due in quarterly installments, maturing in December 2023, principal amount 8,000 — Total seller notes 28,062 — Total debt 196,778 53,441 Less: unamortized debt issuance costs (7,607) (61) Plus: unamortized debt premium 1,292 — Total carrying amount of debt 190,463 53,380 Less: current portion of long-term debt (14,031) (2,714) Long-term debt, net $ 176,432 $ 50,666 |
Schedule of Maturities of Long-term Credit Facility [Table Text Block] | The aggregate maturities of the Company’s credit agreements as of January 29, 2022 are as follows: GreenLake Real Seller Estate Financing Siena 8.5% Senior Fiscal year Notes Term Loan Revolving Loan Unsecured Notes Total 2022 $ 14,031 $ — $ — $ — $ 14,031 2023 14,031 — — — 14,031 2024 — 28,500 60,216 — 88,716 2025 — — — — — 2026 — — — 80,000 80,000 Total amount due $ 28,062 $ 28,500 $ 60,216 $ 80,000 $ 196,778 Less: unamortized debt issuance costs — (1,682) — (5,925) (7,607) Plus: unamortized debt premium 1,292 — — — 1,292 Total carrying amount of debt $ 29,354 $ 26,818 $ 60,216 $ 74,075 $ 190,463 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Schedule of warrants outstanding [Table Text Block] | Warrants Warrants Exercise Price Grant Date Outstanding Exercisable (Per Share) Expiration Date March 16, 2017 5,000 5,000 $ 19.20 March 16, 2022 May 2, 2019 349,998 349,998 $ 15.00 May 2, 2024 April 17, 2020 367,197 367,197 $ 2.66 April 14, 2025 May 22, 2020 122,398 122,398 $ 2.66 April 14, 2025 June 8, 2020 122,399 122,399 $ 2.66 April 14, 2025 June 12, 2020 122,398 122,398 $ 2.66 April 14, 2025 July 11, 2020 244,798 244,798 $ 2.66 April 14, 2025 |
Schedule of stock options valuation assumptions [Table Text Block] | Fiscal 2021 Fiscal 2020 Fiscal 2019 Expected volatility: 82% - 89% — 75% - 82% Expected term (in years): 6 years — 6 years Risk-free interest rate: 1.0% - 1.3% — 1.4% - 2.6% |
Schedule of stock option activity [Table Text Block] | A summary of the status of the Company’s stock option activity as of January 29, 2022 and changes during the year then ended is as follows: 2020 Plan 2011 Plan 2004 Plan Option Weighted Average Option Weighted Average Option Weighted Average Shares Exercise Price Shares Exercise Price Shares Exercise Price Balance outstanding, January 30, 2021 — $ — 34,000 $ 12.87 3,000 $ 53.49 Granted 158,000 $ 7.48 — $ — — $ — Exercised — $ — — $ — — $ — Forfeited or canceled (10,500) $ 9.64 (8,300) $ 22.59 — $ — Balance outstanding, January 29, 2022 147,500 $ 7.33 25,700 $ 10.04 3,000 $ 53.49 Options exercisable at January 29, 2022 10,000 $ 8.72 22,800 $ 10.73 3,000 $ 53.49 |
Schedule of stock options outstanding, vested and expected to vest [Table Text Block] | The following table summarizes information regarding stock options outstanding at January 29, 2022: Options Outstanding Options Vested or Expected to Vest Weighted Weighted Weighted Average Weighted Average Average Remaining Aggregate Average Remaining Aggregate Number of Exercise Contractual Intrinsic Number of Exercise Contractual Intrinsic Option Type Shares Price Life (Years) Value Shares Price Life (Years) Value 2020 Plan 147,500 $ 7.33 9.4 $ — 129,700 $ 7.34 9.4 $ — 2011 Plan 25,700 $ 10.04 5.9 $ 2,500 25,200 $ 10.16 5.9 $ 2,400 2004 Plan 3,000 $ 53.49 2.2 $ — 3,000 $ 53.49 2.2 $ — |
Schedule of grant date fair value assumptions, market-based restricted stock performance units [Table Text Block] | Fiscal 2019 Total grant date fair value $482 Total grant date fair value per share $5.14 Expected volatility 74% - 82% Weighted average expected life (in years) 3 years Risk-free interest rate 1.7% - 2.3% |
Restricted stock vesting criteria for market-based performance | The percent of the target market-based performance vested restricted stock unit award that will be earned based on the Company’s TSR relative to the peer group is as follows: Percentage of Percentile Rank Units Vested < 33% 0 % 33% 50 % 50% 100 % 100% 150 % |
Valuation assumptions of May 2, 2019 market-based restricted stock unit [Table Text Block] | Grant date fair values and derived service periods for each tranche were determined using a Monte Carlo valuation model based on assumptions, which included a weighted average risk-free interest rate of 2.5%, a weighted average expected life of 2.9 years and an implied volatility of 80% and were as follows for each tranche: Fair Value Derived Service (Per Share) Period Tranche 1 ( one year $ 3.66 1.00 Year Tranche 2 ($20.00/share) $ 3.19 3.27 Years Tranche 3 ($40.00/share) $ 2.85 4.53 Years |
Schedule of restricted stock unit activity [Table Text Block] | A summary of the status of the Company’s non-vested restricted stock unit activity as of January 29, 2022 and changes during the twelve-month period then ended is as follows: Restricted Stock Units Market-Based Units Time-Based Units Performance-Based Units Total Weighted Weighted Weighted Weighted Average Average Average Average Grant Date Grant Date Grant Date Grant Date Shares Fair Value Shares Fair Value Shares Fair Value Shares Fair Value Non-vested outstanding, January 30, 2021 60,000 $ 3.52 736,000 $ 4.03 146,000 $ 1.69 942,000 $ 3.64 Granted — $ — 824,200 $ 9.33 76,900 $ 8.72 901,100 $ 9.28 Vested — $ — (451,500) $ 5.82 — $ — (451,500) $ 5.82 Forfeited (2,200) $ 5.10 (77,400) $ 4.28 — $ — (79,600) $ 4.30 Non-vested outstanding, January 29, 2022 57,800 $ 3.47 1,031,300 $ 7.46 222,900 $ 4.13 1,312,000 $ 6.72 |
Business Segments and Sales b_2
Business Segments and Sales by Product Group (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Business Segments and Sales by Product Group | |
Performance measures by segment [Table Text Block] | Media Consumer Commerce Entertainment Brands Services Consolidated Fiscal Year Ended January 29, 2022: Net Sales $ 478,945 $ 44,347 $ 27,842 $ 551,134 Gross Margin 192,572 21,957 8,087 222,616 Operating Income (loss) (13,500) 1,609 1,166 (10,725) Fiscal Year Ended January 30, 2021: Net Sales $ 445,452 $ 2,155 $ 6,564 $ 454,171 Gross Margin 163,897 894 2,262 167,053 Operating Income (loss) (6,286) (1,599) (55) (7,940) Fiscal Year Ended February 1, 2020: Net Sales $ 496,169 $ 2,274 $ 3,379 $ 501,822 Gross Margin 162,806 795 36 163,637 Operating Income (loss) (49,723) (1,928) (874) (52,525) |
Schedule of Revenue by Reporting Segments [Table Text Block] | Fiscal Year Ended January 29, January 30, February 1, Entertainment: 2022 2021 2020 Jewelry & Watches $ 191,675 $ 164,200 $ 200,948 Health, Beauty & Wellness 103,475 129,858 80,945 Home 77,879 62,118 106,025 Fashion & Accessories 57,999 45,261 65,616 Other (primarily shipping & handling revenue) 47,917 44,015 42,635 Total entertainment revenues $ 478,945 $ 445,452 $ 496,169 Fiscal Year Ended January 29, January 30, February 1, Consumer Brands: 2022 2021 2020 Fashion & Accessories $ 40,321 $ 2,177 $ 2,275 Home 1,786 — — Jewelry & Watches 1,690 — — Other (primarily shipping & handling revenue) 550 (22) (1) Total consumer brand revenues $ 44,347 $ 2,155 $ 2,274 Fiscal Year Ended January 29, January 30, February 1, Media Commerce Services: 2022 2021 2020 Syndication $ 14,466 $ — $ — Advertising & Search 7,558 — — OTT 2,281 2,254 167 Other 3,537 4,310 3,212 Total media commerce services revenues $ 27,842 $ 6,564 $ 3,379 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block] | Fiscal Year Ended January 29, January 30, February 1, 2022 2021 2020 Net Sales: United States $ 508,938 $ 454,171 $ 501,822 Foreign 42,196 — — Total $ 551,134 $ 454,171 $ 501,822 Total Assets: United States $ 400,323 $ 226,637 $ 212,743 Foreign 122,324 — — Total $ 522,647 $ 226,637 $ 212,743 Long-Lived Assets: United States $ 166,536 $ 52,908 $ 51,803 Foreign 95,671 — — Total $ 262,207 $ 52,908 $ 51,803 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Leases | |
Components of lease expense [Table Text Block] | The components of lease expense were as follows: For the Years Ended January 29, 2022 January 30, 2021 Operating leases: Long-term operating lease cost $ 1,523 $ 972 Short-term lease cost 172 63 Variable cost 56 33 Finance leases: Amortization of right-of-use assets 83 104 Interest expense 3 7 Variable cost 96 57 Variable lease costs includes incremental costs for printers and common area maintenance charges. |
Supplemental cash flow information related to leases [Table Text Block] | Supplemental cash flow information related to leases was as follows: For the Years Ended January 29, 2022 January 30, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 1,456 $ 1,095 Operating cash flows used for finance leases 2 7 Financing cash flows used for finance leases 86 103 Right-of-use assets obtained in exchange for lease liabilities: Operating leases 7,741 1,299 Finance leases — 62 |
Weighted average remaining lease term and weighted average discount rates related to leases [Table Text Block] | The weighted average remaining lease term and weighted average discount rates related to leases were as follows: January 29, 2022 January 30, 2021 Weighted average remaining lease term: Operating leases 2.7 years 2.8 years Finance leases 0.4 years 1.1 years Weighted average discount rate: Operating leases 4.5% 6.8% Finance leases 6.0% 5.7% |
Supplemental balance sheet information related to leases [Table Text Block] | Supplemental balance sheet information related to leases is as follows: Leases Classification January 29, 2022 January 30, 2021 Assets: Operating lease right-of-use assets Other assets $ 7,474 $ 1,116 Finance lease right-of-use assets Property and equipment, net 17 101 Total lease right-of-use assets $ 7,491 $ 1,217 Operating lease liabilities: Current portion of operating lease liabilities Current portion of operating lease liabilities $ 2,331 $ 462 Operating lease liabilities, excluding current portion Long term operating lease liabilities 5,169 646 Total operating lease liabilities 7,500 1,108 Finance lease liabilities: Current portion of finance lease liabilities Current liabilities: Accrued liabilities 19 86 Finance lease liabilities, excluding current portion Other long term liabilities — 19 Total finance lease liabilities 19 105 Total lease liabilities $ 7,519 $ 1,213 |
Schedule of maturities of finance lease liabilities [Table Text Block] | Future maturities of lease liabilities as of January 29, 2022 are as follows: Fiscal year Operating Leases Finance Leases 2022 $ 2,698 $ 19 2023 2,519 — 2024 1,852 — 2025 935 — 2026 330 — Thereafter — — Total lease payments 8,334 19 Less: imputed interest (834) — Total lease liabilities $ 7,500 $ 19 |
Schedule of maturities of operating lease liabilities [Table Text Block] | Future maturities of lease liabilities as of January 29, 2022 are as follows: Fiscal year Operating Leases Finance Leases 2022 $ 2,698 $ 19 2023 2,519 — 2024 1,852 — 2025 935 — 2026 330 — Thereafter — — Total lease payments 8,334 19 Less: imputed interest (834) — Total lease liabilities $ 7,500 $ 19 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
The Closeout.com Joint Venture | |
Business Acquisition [Line Items] | |
Summary of the allocation of purchase consideration [Table Text Block] | Fair Value Inventory $ 4,770 Fixed assets 600 Goodwill 1,740 Identifiable intangible assets acquired: Developed technology 110 Trademarks and trade names 180 Liabilities assumed (400) Total consideration $ 7,000 |
1-2-3.tv | |
Business Acquisition [Line Items] | |
Summary of the allocation of purchase consideration [Table Text Block] | Fair Value Cash and cash equivalents $ 2,117 Accounts receivable, net 7,773 Inventory 18,815 Prepaid expenses 2,002 Fixed assets 5,093 Goodwill 72,555 Identifiable intangible assets acquired: Developed technology 3,813 Customer lists and relationships 3,466 Trademarks and trade names 13,172 Liabilities assumed (25,185) Total consideration $ 103,621 |
Summary of proforma net sales and net income per share [Table Text Block] | 2021 (a) 2020 (a) Net sales $ 689,888 $ 631,253 Net loss (26,776) (13,140) |
Synacor's Portal and Advertising Segment [Member] | |
Business Acquisition [Line Items] | |
Summary of the allocation of purchase consideration [Table Text Block] | Fair Value Accounts receivable and prepaid $ 7,516 Fixed assets 737 Right of use asset 111 Goodwill 24,250 Identifiable intangible assets acquired: Developed technology 1,050 Customer lists and relationships 4,600 Liabilities assumed (7,864) Total consideration $ 30,400 |
Christopher & Banks, LLC [Member] | |
Business Acquisition [Line Items] | |
Summary of the allocation of purchase consideration [Table Text Block] | Fair Value Inventory $ 4,100 Fixed assets 500 Goodwill 3,307 Identifiable intangible assets acquired: Developed technology 890 Customer lists and relationships 400 Liabilities assumed (4,197) Total consideration $ 5,000 |
Float Left [Member] | |
Business Acquisition [Line Items] | |
Summary of the allocation of purchase consideration [Table Text Block] | Fair Value Current assets $ 139 Identifiable intangible assets acquired: Developed technology 772 Customer lists and relationships 253 Trademarks and trade names 88 Other assets 18 Accounts payable and accrued liabilities (168) Total consideration $ 1,102 |
J.W. Hulme. | |
Business Acquisition [Line Items] | |
Summary of the allocation of purchase consideration [Table Text Block] | Fair Value Current assets $ 904 Identifiable intangible assets acquired: Trademarks and trade names 1,480 Customer lists and relationships 86 Other assets 184 Accounts payable and accrued liabilities (580) Other long term liabilities (168) Total consideration $ 1,906 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Income Taxes | |
Schedule of Deferred Tax Assets and Liabilities | The deferred taxes related to such differences as of January 29, 2022 and January 30, 2021 were as follows: January 29, 2022 January 30, 2021 Accruals and reserves not currently deductible for tax purposes $ 5,443 $ 4,227 Disallowed interest 4,820 — Inventory capitalization 972 729 Differences in depreciation lives and methods 1,409 (478) Differences in basis of intangible assets 315 318 Differences in investments and other items 1,289 3,817 Net operating loss carryforwards 96,975 98,833 Valuation allowance (111,223) (107,446) Net deferred tax asset (liability) before foreign jurisdiction basis differences — — Differences in basis of acquired intangible assets - foreign jurisdiction (5,285) — Net deferred tax liability $ (5,285) $ — |
Schedule of Components of Income Tax Provision (Benefit) | The income tax provision consisted of the following: For the Years Ended January 29, 2022 January 30, 2021 February 1, 2020 Current: U.S Federal $ — $ — $ — State and local 60 60 11 Foreign Jurisdictions 50 — — Total Current 110 60 11 Deferred: U.S Federal — — — State and local — — — Foreign Jurisdictions — — — Total Deferred — — — |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the statutory tax rates to the Company’s effective tax rate is as follows: For the Years Ended January 29, 2022 January 30, 2021 February 1, 2020 Taxes at federal statutory rates 21.0 % 21.0 % 21.0 % State income taxes, net of federal tax benefit 2.4 13.4 4.1 Impact of foreing income inclusion (2.7) — — Effect of 162(m) limitation (1.5) — — Disallowed transaction costs (1.4) — — Provision to return true-up (2.6) (2.4) (4.0) Non-cash stock option vesting expense 0.8 (1.2) (0.6) Valuation allowance and NOL carryforward benefits (16.5) (31.2) (20.4) Other — (0.1) (0.1) Effective tax rate (0.5) % (0.5) % 0.0 % |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Supplemental Cash Flow Information | |
Supplemental cash flow information and noncash investing and financing activities [Table Text Block] | Supplemental cash flow information and noncash investing and financing activities were as follows: For the Years Ended January 29, 2022 January 30, 2021 February 1, 2020 Supplemental Cash Flow Information: Interest paid $ 8,388 $ 4,681 $ 3,151 Interest paid for finance leases 2 7 8 Income taxes paid 63 81 31 Supplemental non-cash investing and financing activities: Television distribution rights obtained in exchange for liabilities $ 102,545 $ 43,655 $ — Property and equipment purchases included in accounts payable 465 288 209 Common stock issuance costs included in accounts payable — 184 — Equipment acquired through finance lease obligations — 62 188 Fair value of common stock issued as consideration for business acquisitions — — 1,855 Issuance of warrants for intangible assets — — 193 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Commitments and Contingencies | |
Schedule of future cable and satellite affiliation cash commitments [Table Text Block] | Future cable and satellite distribution cash commitments at January 29, 2022 are as follows: Fiscal Year Amount 2022 $ 76,987 2023 46,310 2024 33,563 2025 25,563 2026 24,063 Thereafter — Total $ 206,486 |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Restructuring Costs | |
Summary of Significant Components and Activity under the Restructuring Program [Table Text Block] | The following table summarizes the significant components and activity under the restructuring program for the years ended January 29, 2022 and January 30, 2021: Year Ended January 29, 2022 Balance at Balance at January 30, 2021 Charges Cash Payments January 29, 2022 Severance $ 42 $ 634 $ (119) $ 557 Other incremental costs 5 — (5) — $ 47 $ 634 $ (124) $ 557 Year Ended January 30, 2021 Balance at Balance at February 1, 2020 Charges Cash Payments January 30, 2021 Severance $ 3,133 $ 642 $ (3,733) $ 42 Other incremental costs 127 73 (195) 5 $ 3,260 $ 715 $ (3,928) $ 47 |
The Company (Details)
The Company (Details) | 12 Months Ended |
Jan. 29, 2022segment | |
The Company | |
Number of reporting segment | 3 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Number of weeks in fiscal year | 364 days | 364 days | 364 days |
Number of weeks in fiscal quarter | P364D | P364D | P364D |
Accumulated other comprehensive loss | $ (2,428) | $ 0 | |
Merchandise returns | |||
Merchandise return liability | 8,126 | 5,271 | |
Right of return asset | 3,770 | 2,749 | |
Accounts receivable, net | 78,947 | 61,951 | |
Reserves for estimated uncollectible amounts | 3,019 | 3,132 | |
Purchasing and receiving costs | 7,788 | 5,085 | $ 8,730 |
Inventories | |||
Inventory reserves | 8,939 | 9,985 | 12,320 |
Marketing and advertising costs | 8,717 | 3,852 | $ 4,673 |
Television Distribution Rights | |||
Impairment of goodwill | $ 0 | $ 0 | |
Television Broadcast Rights [Member] | Maximum [Member] | |||
Television Distribution Rights | |||
Estimated Useful Life (In Years) | 5 years | ||
Television Broadcast Rights [Member] | Minimum [Member] | |||
Television Distribution Rights | |||
Estimated Useful Life (In Years) | 1 year | ||
Supplier Concentration Risk [Member] | Revenue Benchmark [Member] | Customer One [Member] | |||
Inventories | |||
Percentage of products purchased | 16.00% | 20.00% | 19.00% |
Supplier Concentration Risk [Member] | Revenue Benchmark [Member] | Customer Two [Member] | |||
Inventories | |||
Percentage of products purchased | 11.00% | 14.00% | |
Net Receivables Due from Customers Under ValuePay [Member] | |||
Merchandise returns | |||
Accounts receivable, net | $ 47,008 | $ 49,736 | |
Media Commerce Services Segment | |||
Merchandise returns | |||
Accounts receivable, net | 9,292 | ||
1-2-3.tv | Media Commerce Services Segment | |||
Merchandise returns | |||
Accounts receivable, net | $ 6,011 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Reconciliation of Cash and Restricted Cash Equivalents (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | Feb. 02, 2019 | |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Cash | $ 11,295 | $ 15,485 | $ 10,287 | |
Restricted cash equivalents | 1,893 | 0 | 0 | |
Total cash and restricted cash equivalents | $ 13,188 | $ 15,485 | $ 10,287 | $ 20,935 |
Minimum [Member] | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash equivalents period of restriction | 30 days | |||
Maximum [Member] | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted cash equivalents period of restriction | 60 days |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Net Income (Loss) Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Numerator: | |||
Net loss | $ (22,008) | $ (13,234) | $ (56,296) |
Earnings allocated to participating share awards | 0 | 0 | 0 |
Net loss attributable to common shares - Basic and diluted | $ (22,008) | $ (13,234) | $ (56,296) |
Denominator: | |||
Weighted average number of common shares outstanding - Basic (a) | 19,362,062 | 10,745,916 | 7,462,380 |
Dilutive effect of stock options, non-vested shares and warrants (b) | 0 | 0 | 0 |
Weighted average number of common shares outstanding - Diluted | 19,362,062 | 10,745,916 | 7,462,380 |
Net loss per common share | $ (1.14) | $ (1.23) | $ (7.54) |
Net loss per common share - assuming dilution | $ (1.14) | $ (1.23) | $ (7.54) |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 960,000 | 591,000 | 46,000 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.001 | ||
Incremental common shares includes in calculation of basic EPS attributable to the effect of fully-paid warrants | 21,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, Gross | $ 181,136 | $ 163,945 | |
Less - Accumulated depreciation | (132,911) | (121,957) | |
Property, Plant and Equipment, Net, Total | 48,225 | 41,988 | |
Depreciation expense | 11,018 | 10,662 | $ 10,661 |
Land and improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, Gross | 3,460 | 3,236 | |
Building and leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, Gross | $ 44,726 | 42,441 | |
Building and leasehold improvements [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life (In Years) | 3 years | ||
Building and leasehold improvements [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life (In Years) | 40 years | ||
Transmission and production equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, Gross | $ 8,397 | 8,188 | |
Transmission and production equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life (In Years) | 5 years | ||
Transmission and production equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life (In Years) | 10 years | ||
Office and warehouse equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, Gross | $ 21,602 | 18,519 | |
Office and warehouse equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life (In Years) | 3 years | ||
Office and warehouse equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life (In Years) | 15 years | ||
Computer hardware, software and telephone equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, Gross | $ 102,951 | $ 91,561 | |
Computer hardware, software and telephone equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life (In Years) | 3 years | ||
Computer hardware, software and telephone equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Life (In Years) | 10 years |
Television Distribution Right_2
Television Distribution Rights (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 29, 2022 | Jan. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Television broadcast rights, net | $ 74,821 | $ 7,028 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
Current portion of television broadcast rights obligations | 31,921 | 29,173 |
Television Broadcast Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Television broadcast rights | 146,200 | 43,655 |
Less accumulated amortization | (43,858) | (16,902) |
Television broadcast rights, net | $ 102,342 | $ 26,753 |
Weighted average lives of television broadcast rights | 4 years 4 months 24 days | 1 year 4 months 24 days |
Amortization expense | $ 26,956 | $ 16,902 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2022 | 27,521 | |
2023 | 20,493 | |
2024 | 20,493 | |
2025 | 20,493 | |
2026 | 13,342 | |
Total | 102,342 | |
Television broadcast rights obligation | 113,189 | 36,530 |
Current portion of television broadcast rights obligations | 31,921 | 29,173 |
Interest expense, portion related to television distribution rights obligation | 3,081 | 1,443 |
Television broadcast rights, additions | $ 102,545 | $ 43,655 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) $ in Thousands | 12 Months Ended |
Jan. 29, 2022USD ($) | |
Changes in goodwill | |
Goodwill acquired | $ 101,852 |
Foreign currency translation adjustment | (2,802) |
Balance at January 29, 2022 | $ 99,050 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | Nov. 05, 2021 | Jul. 30, 2021 | Mar. 01, 2021 | Feb. 05, 2021 | Nov. 30, 2019 | Nov. 26, 2019 | May 02, 2019 | Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 |
Estimated amortization expense by fiscal year maturity [Abstract] | ||||||||||
Goodwill | $ 99,050 | |||||||||
Vendor Exclusivity Agreement | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Estimated useful life | 5 years | |||||||||
Estimated amortization expense by fiscal year maturity [Abstract] | ||||||||||
Class Of Warrant Or Right Exercise Period | 5 years | |||||||||
Warrants issued in connection with and as consideration for primarily entering into a vendor exclusivity agreement | 350,000 | |||||||||
Market value of warrants on the grant date | $ 193 | |||||||||
Vendor Exclusivity Agreement, Duration of Contract | 5 years | |||||||||
Finite Lived Intangible Assets Excluding Television Distribution Rights [Member] | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Finite-lived intangible assets, Gross | 29,868 | $ 2,871 | ||||||||
Less accumulated amortization | (1,928) | (512) | ||||||||
Finite-lived intangible assets, Net | 27,940 | 2,359 | ||||||||
Amortization expense of intangible assets | 1,416 | 415 | $ 1,353 | |||||||
Estimated amortization expense by fiscal year maturity [Abstract] | ||||||||||
2022 | 3,223 | |||||||||
2023 | 3,165 | |||||||||
2024 | 2,968 | |||||||||
2025 | 2,707 | |||||||||
2026 | 2,002 | |||||||||
Thereafter | 13,875 | |||||||||
Total | $ 27,940 | 2,359 | ||||||||
Trademarks and Trade Names | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Estimated useful life | 15 years | |||||||||
Finite-lived intangible assets, Gross | $ 14,462 | 1,568 | ||||||||
Less accumulated amortization | (451) | (124) | ||||||||
Finite-lived intangible assets, Net | 14,011 | 1,444 | ||||||||
Estimated amortization expense by fiscal year maturity [Abstract] | ||||||||||
Total | 14,011 | 1,444 | ||||||||
Technology [Member] | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Finite-lived intangible assets, Gross | 6,524 | 772 | ||||||||
Less accumulated amortization | (752) | (228) | ||||||||
Finite-lived intangible assets, Net | 5,772 | 544 | ||||||||
Estimated amortization expense by fiscal year maturity [Abstract] | ||||||||||
Total | $ 5,772 | 544 | ||||||||
Technology [Member] | Minimum [Member] | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Estimated useful life | 4 years | |||||||||
Technology [Member] | Maximum [Member] | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Estimated useful life | 9 years | |||||||||
Customer Lists [Member] | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Finite-lived intangible assets, Gross | $ 8,689 | 339 | ||||||||
Less accumulated amortization | (619) | (93) | ||||||||
Finite-lived intangible assets, Net | 8,070 | 246 | ||||||||
Estimated amortization expense by fiscal year maturity [Abstract] | ||||||||||
Total | $ 8,070 | 246 | ||||||||
Customer Lists [Member] | Minimum [Member] | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Estimated useful life | 3 years | |||||||||
Customer Lists [Member] | Maximum [Member] | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Estimated useful life | 14 years | |||||||||
Vendor Exclusivity [Member] | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Estimated useful life | 5 years | |||||||||
Finite-lived intangible assets, Gross | $ 193 | 192 | ||||||||
Less accumulated amortization | (106) | (67) | ||||||||
Finite-lived intangible assets, Net | 87 | 125 | ||||||||
Estimated amortization expense by fiscal year maturity [Abstract] | ||||||||||
Total | 87 | $ 125 | ||||||||
1-2-3.tv | ||||||||||
Estimated amortization expense by fiscal year maturity [Abstract] | ||||||||||
Goodwill | $ 72,555 | |||||||||
1-2-3.tv | Trademarks | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Estimated useful life | 15 years | |||||||||
Estimated amortization expense by fiscal year maturity [Abstract] | ||||||||||
Finite-lived intangible assets acquired | $ 13,172 | |||||||||
1-2-3.tv | Developed technology | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Estimated useful life | 9 years | |||||||||
Estimated amortization expense by fiscal year maturity [Abstract] | ||||||||||
Finite-lived intangible assets acquired | $ 3,813 | |||||||||
1-2-3.tv | Customer relationships | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Estimated useful life | 4 years | |||||||||
Estimated amortization expense by fiscal year maturity [Abstract] | ||||||||||
Finite-lived intangible assets acquired | $ 3,466 | |||||||||
Synacor's Portal and Advertising Segment [Member] | ||||||||||
Estimated amortization expense by fiscal year maturity [Abstract] | ||||||||||
Goodwill | $ 24,250 | |||||||||
Synacor's Portal and Advertising Segment [Member] | Developed technology | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Estimated useful life | 7 years | |||||||||
Estimated amortization expense by fiscal year maturity [Abstract] | ||||||||||
Finite-lived intangible assets acquired | $ 1,050 | |||||||||
Synacor's Portal and Advertising Segment [Member] | Customer relationships | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Estimated useful life | 14 years | |||||||||
Estimated amortization expense by fiscal year maturity [Abstract] | ||||||||||
Finite-lived intangible assets acquired | $ 4,600 | |||||||||
C&B | ||||||||||
Estimated amortization expense by fiscal year maturity [Abstract] | ||||||||||
Goodwill | $ 3,307 | |||||||||
C&B | Developed technology | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Estimated useful life | 7 years | |||||||||
Estimated amortization expense by fiscal year maturity [Abstract] | ||||||||||
Finite-lived intangible assets acquired | $ 890 | |||||||||
C&B | Customer relationships | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Estimated useful life | 5 years | |||||||||
Estimated amortization expense by fiscal year maturity [Abstract] | ||||||||||
Finite-lived intangible assets acquired | $ 400 | |||||||||
TCO,LLC | ||||||||||
Estimated amortization expense by fiscal year maturity [Abstract] | ||||||||||
Goodwill | $ 1,740 | |||||||||
TCO,LLC | Trade Names [Member] | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Estimated useful life | 15 years | |||||||||
Estimated amortization expense by fiscal year maturity [Abstract] | ||||||||||
Finite-lived intangible assets acquired | $ 180 | |||||||||
TCO,LLC | Developed technology | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Estimated useful life | 7 years | |||||||||
Estimated amortization expense by fiscal year maturity [Abstract] | ||||||||||
Finite-lived intangible assets acquired | $ 110 | |||||||||
Float Left [Member] | Trade Names [Member] | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Estimated useful life | 15 years | |||||||||
Estimated amortization expense by fiscal year maturity [Abstract] | ||||||||||
Finite-lived intangible assets acquired | $ 88 | |||||||||
Float Left [Member] | Trademarks and Trade Names | ||||||||||
Estimated amortization expense by fiscal year maturity [Abstract] | ||||||||||
Identifiable intangible assets | $ 88 | |||||||||
Float Left [Member] | Technology [Member] | ||||||||||
Estimated amortization expense by fiscal year maturity [Abstract] | ||||||||||
Identifiable intangible assets | $ 772 | |||||||||
Float Left [Member] | Developed technology | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Estimated useful life | 4 years | |||||||||
Estimated amortization expense by fiscal year maturity [Abstract] | ||||||||||
Finite-lived intangible assets acquired | $ 772 | |||||||||
Float Left [Member] | Customer relationships | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Estimated useful life | 5 years | |||||||||
Estimated amortization expense by fiscal year maturity [Abstract] | ||||||||||
Finite-lived intangible assets acquired | $ 253 | |||||||||
J.W. Hulme [Member] | Trade Names [Member] | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Estimated useful life | 15 years | |||||||||
Estimated amortization expense by fiscal year maturity [Abstract] | ||||||||||
Finite-lived intangible assets acquired | $ 1,480 | |||||||||
J.W. Hulme [Member] | Customer Lists [Member] | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Estimated useful life | 3 years | |||||||||
Estimated amortization expense by fiscal year maturity [Abstract] | ||||||||||
Finite-lived intangible assets acquired | $ 86 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Jan. 29, 2022 | Jan. 30, 2021 |
Accrued Liabilities | ||
Allowance for sales returns | $ 8,126 | $ 5,271 |
Accrued cable access fees | 7,290 | 11,150 |
Accrued payroll and related | 6,149 | 4,183 |
Accrued freight expenses | 3,961 | 3,197 |
Accrued operating expenses | 2,815 | 2,920 |
Accrued inventory-in-transit | 2,710 | 158 |
Accrued advertising expenses | 2,795 | |
Accrued Transaction Costs | 2,405 | |
Other accrued expenses | 8,137 | 2,630 |
Accrued Liabilities, Current, Total | $ 44,388 | $ 29,509 |
Private Label Consumer Credit_2
Private Label Consumer Credit Card Program (Details) | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Private Label Consumer Credit Card Program | |||
Percentage of customer purchases paid using private label consumer credit card | 19.00% | 19.00% | 21.00% |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments Classification (Details) - USD ($) $ in Thousands | Jan. 29, 2022 | Jan. 30, 2021 |
Siena revolving loan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | $ 60,216 | |
8.5% Senior unsecured notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | $ 70,176 | |
Interest rate (as a percent) | 8.50% | |
Green Lake Real Estate financing term loan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | $ 28,500 | |
Seller's notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 29,354 | |
PNC revolving loan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | $ 53,380 | |
PNC term loan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 12,441 | |
Level 1 | 8.5% Senior unsecured notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | $ 70,176 | |
Interest rate (as a percent) | 8.50% | |
Level 2 [Member] | Siena revolving loan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | $ 60,216 | |
Level 2 [Member] | Green Lake Real Estate financing term loan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 28,500 | |
Level 2 [Member] | Seller's notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | $ 29,354 | |
Level 2 [Member] | PNC revolving loan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | 53,380 | |
Level 2 [Member] | PNC term loan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | $ 12,441 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) $ in Thousands | 12 Months Ended |
Jan. 29, 2022USD ($) | |
Fair Value Measurements | |
Realized loss on forward contract | $ 90 |
Credit Agreements (Details)
Credit Agreements (Details) $ / shares in Units, € in Thousands | Nov. 05, 2021USD ($)installment | Sep. 28, 2021USD ($)$ / shares | Jul. 30, 2021USD ($) | Jan. 29, 2022USD ($)subsidiaryD | Jan. 30, 2021USD ($) | Feb. 01, 2020USD ($) | Jan. 29, 2022EUR (€)subsidiaryD | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||||||||
Total long-term credit facility | $ 60,216,000 | $ 41,000,000 | ||||||
Total debt | 196,778,000 | 53,441,000 | ||||||
Less: unamortized debt issuance costs | (7,607,000) | (61,000) | ||||||
Plus: unamortized debt premium | 1,292,000 | |||||||
Total carrying amount of debt | 190,463,000 | 53,380,000 | ||||||
Less: current portion of long-term debt | (14,031,000) | (2,714,000) | ||||||
Long-term debt, net | 176,432,000 | 50,666,000 | ||||||
Net proceeds from offering | 80,000,000 | |||||||
Payment for debt extinguishment costs | 405,000 | |||||||
Loss on debt extinguishment | (663,000) | |||||||
Over-Allotment Option [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount denomination | 25 | |||||||
Integral multiples of excess principal amount | 25 | |||||||
1-2-3.tv | Line of Credit [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Remaining borrowing capacity | 2,229,000 | € 2,000 | ||||||
PNC revolving loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Revolving line of credit facility, maximum borrowing capacity | 70,000,000 | |||||||
Revolving line of credit, accordion feature | 20,000,000 | |||||||
Interest expense | 1,558,000 | 3,497,000 | $ 3,758,000 | |||||
Repayments of Lines of Credit | $ 405,000 | |||||||
Loss on debt extinguishment | $ 663,000 | |||||||
PNC revolving loan | Line of Credit [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Total long-term credit facility | 41,000,000 | |||||||
PNC revolving loan | Term Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt | 12,441,000 | |||||||
Siena revolving loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Term of debt | 3 years | |||||||
Revolving line of credit facility, maximum borrowing capacity | $ 80,000,000 | |||||||
Interest expense | $ 1,746,000 | |||||||
Monthly fee percentage | 0.50% | |||||||
Siena revolving loan | Line of Credit [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Total long-term credit facility | $ 60,216,000 | |||||||
Total carrying amount of debt | 60,216,000 | |||||||
Revolving line of credit facility, maximum borrowing capacity | 60,216,000 | |||||||
Remaining borrowing capacity | $ 11,400,000 | |||||||
Siena revolving loan | LIBOR [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 4.50% | |||||||
Number of business days | D | 3 | 3 | ||||||
Siena revolving loan | London Inter bank Offered Rate LIBOR Floor [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 0.50% | |||||||
Green Lake Real Estate financing term loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | $ 28,500,000 | |||||||
Interest rate per annum | 10.00% | 10.00% | ||||||
Term of debt | 3 years | |||||||
Effective interest rate | 11.40% | 11.40% | ||||||
Interest expense | $ 1,793,000 | |||||||
Payment for debt extinguishment costs | $ 100,000 | |||||||
Number of Subsidiaries | subsidiary | 2 | 2 | ||||||
Term of written notice | 30 days | |||||||
Term of written notice from borrowers for prepayment | 90 days | |||||||
Deferred financing costs, revolving line of credit, net | $ 1,682,000 | 0 | ||||||
Green Lake Real Estate financing term loan | Term Loan [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt | 28,500,000 | |||||||
Less: unamortized debt issuance costs | (1,682,000) | |||||||
Total carrying amount of debt | $ 26,818,000 | |||||||
Green Lake Real Estate financing term loan | Prime Rate [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 200.00% | |||||||
8.5% Senior unsecured notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt | $ 80,000,000 | |||||||
Less: unamortized debt issuance costs | (5,925,000) | |||||||
Total carrying amount of debt | $ 74,075,000 | |||||||
Principal amount | $ 80,000,000 | |||||||
Interest rate per annum | 8.50% | 8.50% | 8.50% | 8.50% | ||||
Net proceeds | $ 73,700,000 | |||||||
Sinking fund | $ 0 | |||||||
Redemption price | $ / shares | $ 25.50 | |||||||
Number of days for redemption | 45 days | |||||||
Term of debt | 5 years | |||||||
Effective interest rate | 10.10% | 10.10% | ||||||
Interest expense | $ 2,712,000 | |||||||
Deferred financing costs, revolving line of credit, net | 5,925,000 | 0 | ||||||
8.5% Senior unsecured notes | On or after September 30, 2023 and prior to September 30, 2024 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Redemption price | $ / shares | $ 25.75 | |||||||
8.5% Senior unsecured notes | On or after September 30, 2024 and prior to September 30, 2025 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Redemption price | $ / shares | 25.50 | |||||||
8.5% Senior unsecured notes | On or after September 30, 2025 and prior to maturity [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Redemption price | $ / shares | $ 25.25 | |||||||
Seller's notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt | 28,062,000 | |||||||
Seller's notes | 1-2-3.tv | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt | 28,062,000 | |||||||
Plus: unamortized debt premium | 1,292,000 | |||||||
Total carrying amount of debt | 29,354,000 | |||||||
Seller's notes | Synacor's Portal and Advertising Segment [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount | 10,000,000 | 8,000,000 | ||||||
Quarterly installment | $ 1,000,000 | |||||||
Interest expense | 278,000 | |||||||
Seller Note Due In Annual Installments, Maturing In November 2023, Principal Amount [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt | 20,062,000 | |||||||
Seller note due in quarterly installments, maturing in December 2023, principal amount | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt | $ 8,000,000 | |||||||
Minimum [Member] | Synacor's Portal and Advertising Segment [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate per annum | 6.00% | |||||||
Minimum [Member] | Seller's notes | Synacor's Portal and Advertising Segment [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate per annum | 6.00% | 6.00% | ||||||
Maximum [Member] | Synacor's Portal and Advertising Segment [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate per annum | 11.00% | |||||||
Maximum [Member] | Siena revolving loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Letters of credit | $ 5,000,000 | |||||||
Maximum [Member] | Seller's notes | Synacor's Portal and Advertising Segment [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate per annum | 11.00% | 11.00% | ||||||
Other Assets [Member] | Siena revolving loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Deferred financing costs, revolving line of credit, net | $ 2,411,000 | $ 0 | ||||||
1-2-3.tv | Line of Credit [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Total long-term credit facility | $ 0 | |||||||
Interest rate | 4.00% | |||||||
1-2-3.tv | Line of Credit [Member] | Eurodollar [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, basis spread on variable rate | 1.55% | |||||||
1-2-3.tv | Seller's notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Total debt | $ 20,800,000 | |||||||
Principal amount | $ 20,062,000 | |||||||
Number of installment for repayment | installment | 2 | |||||||
Interest rate per annum | 8.50% | |||||||
Interest expense | $ 406,000 |
Credit Agreements - Maturities
Credit Agreements - Maturities of Long-Term Credit Facilities (Details) - USD ($) $ in Thousands | Jan. 29, 2022 | Jan. 30, 2021 |
Maturities of Long-term Debt [Abstract] | ||
Long-term credit facility, Maturities, Fiscal Year 2022 | $ 14,031 | |
Long-term credit facility, Maturities, Fiscal Year 2023 | 14,031 | |
Long-term credit facility, Maturities, Fiscal Year 2024 | 88,716 | |
Long-term credit facility, Maturities, Fiscal Year 2026 | 80,000 | |
Total debt | 196,778 | $ 53,441 |
Total | 60,216 | 41,000 |
Less: unamortized debt issuance costs | (7,607) | (61) |
Plus: unamortized debt premium | 1,292 | |
Total carrying amount of debt | 190,463 | $ 53,380 |
Seller's notes | ||
Maturities of Long-term Debt [Abstract] | ||
Total debt | 28,062 | |
8.5% Senior unsecured notes | ||
Maturities of Long-term Debt [Abstract] | ||
Long-term credit facility, Maturities, Fiscal Year 2022 | 0 | |
Long-term credit facility, Maturities, Fiscal Year 2023 | 0 | |
Long-term credit facility, Maturities, Fiscal Year 2024 | 0 | |
Long-term credit facility, Maturities, Fiscal Year 2026 | 80,000 | |
Total debt | 80,000 | |
Less: unamortized debt issuance costs | (5,925) | |
Total carrying amount of debt | 74,075 | |
Line of Credit [Member] | Siena revolving loan | ||
Maturities of Long-term Debt [Abstract] | ||
Long-term credit facility, Maturities, Fiscal Year 2022 | 0 | |
Long-term credit facility, Maturities, Fiscal Year 2023 | 0 | |
Long-term credit facility, Maturities, Fiscal Year 2024 | 60,216 | |
Total | 60,216 | |
Total carrying amount of debt | 60,216 | |
Term Loan [Member] | Green Lake Real Estate financing term loan | ||
Maturities of Long-term Debt [Abstract] | ||
Long-term credit facility, Maturities, Fiscal Year 2022 | 0 | |
Long-term credit facility, Maturities, Fiscal Year 2023 | 0 | |
Long-term credit facility, Maturities, Fiscal Year 2024 | 28,500 | |
Total debt | 28,500 | |
Less: unamortized debt issuance costs | (1,682) | |
Total carrying amount of debt | 26,818 | |
1-2-3.tv | Seller's notes | ||
Maturities of Long-term Debt [Abstract] | ||
Long-term credit facility, Maturities, Fiscal Year 2022 | 14,031 | |
Long-term credit facility, Maturities, Fiscal Year 2023 | 14,031 | |
Long-term credit facility, Maturities, Fiscal Year 2024 | 0 | |
Total debt | 28,062 | |
Plus: unamortized debt premium | 1,292 | |
Total carrying amount of debt | $ 29,354 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) - $ / shares | Jan. 29, 2022 | Jan. 30, 2021 | Jul. 10, 2015 |
Capital stock, Authorized | 29,600,000 | ||
Common Stock, Shares Authorized | 29,600,000 | 29,600,000 | |
Common stock, shares issued | 21,571,387 | 13,019,061 | |
Common stock, shares outstanding | 21,571,387 | 13,019,061 | |
Preferred stock, shares authorized | 400,000 | 400,000 | |
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Series A Junior Participating Cumulative Preferred Stock [Member] | |||
Preferred stock, shares authorized | 400,000 | ||
Preferred stock, par value | $ 0.01 | ||
Preferred stock, shares issued | 0 | ||
Preferred stock, shares outstanding | 0 |
Shareholders' Equity - Private
Shareholders' Equity - Private Placement Securities Purchase Agreement and Registered Direct Offering (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 09, 2021 | Feb. 18, 2021 | Aug. 28, 2020 | Apr. 17, 2020 | Apr. 14, 2020 | May 02, 2019 | Oct. 31, 2020 | Aug. 01, 2020 | Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 |
Securities Purchase Agreements [Line Items] | |||||||||||
Common stock issued, Shares | 4,830,918 | 3,289,000 | 2,760,000 | 1,836,314 | |||||||
Price per share of common stock | $ 9 | $ 7 | $ 6.25 | ||||||||
Warrants outstanding | 1,334,188 | ||||||||||
Warrant exercise price per share | $ 0.001 | ||||||||||
Gross proceeds from private placement securities issuance | $ 1,500 | $ 4,000 | $ 2,500 | ||||||||
Securities issuance costs | $ 190 | ||||||||||
Proceeds from issuance of common stock and warrants | $ 39,955 | $ 21,224 | $ 15,833 | $ 61,877 | $ 20,043 | $ 6,000 | |||||
Blocker Provision, Maximum Ownership Percentage of Outstanding Common Stock | 19.999% | ||||||||||
Exercise of warrants, Shares | 114,698 | ||||||||||
Over-Allotment Option [Member] | |||||||||||
Securities Purchase Agreements [Line Items] | |||||||||||
Common stock issued, Shares | 429,000 | 360,000 | |||||||||
Warrants Granted July 11, 2020 [Member] | |||||||||||
Securities Purchase Agreements [Line Items] | |||||||||||
Warrants outstanding | 244,798 | ||||||||||
Warrant exercise price per share | $ 2.66 | ||||||||||
Expiration date of warrants | Apr. 14, 2025 | ||||||||||
Warrants Granted May 2, 2019 [Member] | |||||||||||
Securities Purchase Agreements [Line Items] | |||||||||||
Common stock issued, Shares | 800,000 | ||||||||||
Price per share of common stock | $ 7.50 | ||||||||||
Warrants outstanding | 349,998 | ||||||||||
Warrants issued | 350,000 | ||||||||||
Warrant exercise price per share | $ 15 | $ 15 | |||||||||
Warrant exercise period | 5 years | ||||||||||
Expiration date of warrants | May 2, 2024 | May 2, 2024 | |||||||||
Standstill Provision Duration of Agreement | 2 years | ||||||||||
Vendor Exclusivity Agreement, Duration of Contract | 5 years | ||||||||||
Gross proceeds from private placement securities issuance | $ 6,000 | ||||||||||
Securities issuance costs | 175 | ||||||||||
Market value of warrants on the grant date | $ 193 | ||||||||||
Warrants Granted April Through July2020 Excluding Fully Paid Warrants [Member] | |||||||||||
Securities Purchase Agreements [Line Items] | |||||||||||
Warrants outstanding | 979,190 | ||||||||||
Warrant exercise price per share | $ 2.66 | ||||||||||
Expiration date of warrants | Apr. 14, 2025 | ||||||||||
Warrants Granted July2020 Fully Paid [Member] | |||||||||||
Securities Purchase Agreements [Line Items] | |||||||||||
Warrant exercise price per share | $ 0.001 | ||||||||||
Exercise of warrants, Shares | 114,698 |
Shareholders' Equity - Warrants
Shareholders' Equity - Warrants (Details) - $ / shares | May 02, 2019 | Jan. 29, 2022 | Jan. 30, 2021 |
Class of Warrant or Right [Line Items] | |||
Warrants outstanding | 1,334,188 | ||
Warrants exercisable | 1,334,188 | ||
Exercise Price (Per Share) | $ 0.001 | ||
Warrants Granted March 16, 2017 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding | 5,000 | ||
Warrants exercisable | 5,000 | ||
Exercise Price (Per Share) | $ 19.20 | ||
Expiration Date | Mar. 16, 2022 | ||
Warrants Granted May 2, 2019 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding | 349,998 | ||
Warrants exercisable | 349,998 | ||
Warrant exercise period | 5 years | ||
Exercise Price (Per Share) | $ 15 | $ 15 | |
Expiration Date | May 2, 2024 | May 2, 2024 | |
Warrants Granted April 17, 2020 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding | 367,197 | ||
Warrants exercisable | 367,197 | ||
Exercise Price (Per Share) | $ 2.66 | ||
Expiration Date | Apr. 14, 2025 | ||
Warrants Granted May 22, 2020 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding | 122,398 | ||
Warrants exercisable | 122,398 | ||
Exercise Price (Per Share) | $ 2.66 | ||
Expiration Date | Apr. 14, 2025 | ||
Warrants Granted June 8, 2020 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding | 122,399 | ||
Warrants exercisable | 122,399 | ||
Exercise Price (Per Share) | $ 2.66 | ||
Expiration Date | Apr. 14, 2025 | ||
Warrants Granted June12, 2020 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding | 122,398 | ||
Warrants exercisable | 122,398 | ||
Exercise Price (Per Share) | $ 2.66 | ||
Expiration Date | Apr. 14, 2025 | ||
Warrants Granted July 11, 2020 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding | 244,798 | ||
Warrants exercisable | 244,798 | ||
Exercise Price (Per Share) | $ 2.66 | ||
Expiration Date | Apr. 14, 2025 |
Shareholders' Equity - Restrict
Shareholders' Equity - Restricted Stock Award (Details) - USD ($) $ in Thousands | Jan. 04, 2021 | Jan. 04, 2020 | Jan. 04, 2019 | Nov. 23, 2018 | Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Period for recognition of unrecognized compensation cost | 2 years 4 months 24 days | ||||||
Restricted Stock Award [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Restricted shares granted | 150,000 | ||||||
Aggregate market value of restricted stock award on date of grant | $ 1,408 | ||||||
Period for recognition of unrecognized compensation cost | 3 years | ||||||
Compensation Expense | $ 153 | $ 697 | $ 469 | ||||
Restricted Stock Award [Member] | Share-based Compensation Award Vesting Upon Initial Appearance of Brand on Television Network [Member] | |||||||
Summary of changes in Company's non-vested restricted stock during period [Roll Forward] | |||||||
Vested, shares | 50,000 | ||||||
Restricted Stock Award [Member] | Share-based Compensation Award Vesting Upon First Anniversary of Initial Appearance of Brand on Television Network [Member] | |||||||
Summary of changes in Company's non-vested restricted stock during period [Roll Forward] | |||||||
Vested, shares | 50,000 | ||||||
Restricted Stock Award [Member] | Share-based Compensation Award Vesting Upon Second Anniversary of Initial Appearance of Brand on Television Network [Member] | |||||||
Summary of changes in Company's non-vested restricted stock during period [Roll Forward] | |||||||
Vested, shares | 50,000 |
Shareholders' Equity - Stock Op
Shareholders' Equity - Stock Option Awards - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted, weighted average grant date fair value | $ 5.30 | $ 3.12 | |
Intrinsic value of options exercised | $ 0 | $ 0 | $ 0 |
Unrecognized compensation cost related to non-vested awards | $ 518 | ||
Period for recognition of unrecognized compensation cost | 2 years 4 months 24 days | ||
Stock Option Tax Benefit [Abstract] | |||
Share-based Payment Arrangement, Exercise of Option, Tax Benefit | $ 0 | 0 | 0 |
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock option awards compensation expense | $ 174 | $ 121 | $ 681 |
Shareholders' Equity - Stock _2
Shareholders' Equity - Stock Option Awards - Grant Volatility (Details) | 12 Months Ended | |
Jan. 29, 2022 | Feb. 01, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years | |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected Volatility Rate, Minimum | 82.00% | 75.00% |
Expected Volatility Rate, Maximum | 89.00% | 82.00% |
Expected term (in years) | 6 years | |
Risk Free Interest Rate, Minimum | 1.00% | 1.40% |
Risk Free Interest Rate, Maximum | 1.30% | 2.60% |
Shareholders' Equity - Stock _3
Shareholders' Equity - Stock Option Awards - Activity (Details) | 12 Months Ended |
Jan. 29, 2022$ / sharesshares | |
The 2020 Equity Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Granted | shares | 158,000 |
Forfeited or canceled | shares | (10,500) |
Balance outstanding at end of period | shares | 147,500 |
Options exercisable | shares | 10,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |
Granted, weighted average exercise price | $ / shares | $ 7.48 |
Forfeited or canceled, weighted average exercise price | $ / shares | 9.64 |
Balance outstanding at end of period, weighted average exercise price | $ / shares | 7.33 |
Options exercisable, weighted average exercise price | $ / shares | $ 8.72 |
A 2011 Omnibus Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Balance outstanding at beginning of period | shares | 34,000 |
Granted | shares | 0 |
Exercised | shares | 0 |
Forfeited or canceled | shares | (8,300) |
Balance outstanding at end of period | shares | 25,700 |
Options exercisable | shares | 22,800 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |
Balance outstanding at beginning of period, weighted average exercise price | $ / shares | $ 12.87 |
Granted, weighted average exercise price | $ / shares | 0 |
Exercised, weighted average exercise price | $ / shares | 0 |
Forfeited or canceled, weighted average exercise price | $ / shares | 22.59 |
Balance outstanding at end of period, weighted average exercise price | $ / shares | 10.04 |
Options exercisable, weighted average exercise price | $ / shares | $ 10.73 |
A2004 Omnibus Incentive Stock Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Balance outstanding at beginning of period | shares | 3,000 |
Granted | shares | 0 |
Exercised | shares | 0 |
Forfeited or canceled | shares | 0 |
Balance outstanding at end of period | shares | 3,000 |
Options exercisable | shares | 3,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |
Balance outstanding at beginning of period, weighted average exercise price | $ / shares | $ 53.49 |
Granted, weighted average exercise price | $ / shares | 0 |
Exercised, weighted average exercise price | $ / shares | 0 |
Forfeited or canceled, weighted average exercise price | $ / shares | 0 |
Balance outstanding at end of period, weighted average exercise price | $ / shares | 53.49 |
Options exercisable, weighted average exercise price | $ / shares | $ 53.49 |
Shareholders' Equity - Stock _4
Shareholders' Equity - Stock Option Awards - Outstanding Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Jan. 29, 2022 | Jan. 30, 2021 | |
The 2020 Equity Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options outstanding | 147,500 | |
Options outstanding, weighted average exercise price | $ 7.33 | |
Options outstanding, weighted average remaining contractual life | 9 years 4 months 24 days | |
Options outstanding, aggregate intrinsic value | $ 0 | |
Vested or expected to vest, outstanding | 129,700 | |
Vested or expected to vest, outstanding, weighted average exercise price | $ 7.34 | |
Vested or expected to vest, outstanding, weighted average remaining contractual life | 9 years 4 months 24 days | |
Vested or expected to vest, outstanding, aggregate intrinsic value | $ 0 | |
A 2011 Omnibus Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options outstanding | 25,700 | 34,000 |
Options outstanding, weighted average exercise price | $ 10.04 | $ 12.87 |
Options outstanding, weighted average remaining contractual life | 5 years 10 months 24 days | |
Options outstanding, aggregate intrinsic value | $ 2,500 | |
Vested or expected to vest, outstanding | 25,200 | |
Vested or expected to vest, outstanding, weighted average exercise price | $ 10.16 | |
Vested or expected to vest, outstanding, weighted average remaining contractual life | 5 years 10 months 24 days | |
Vested or expected to vest, outstanding, aggregate intrinsic value | $ 2,400 | |
A2004 Omnibus Incentive Stock Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options outstanding | 3,000 | 3,000 |
Options outstanding, weighted average exercise price | $ 53.49 | $ 53.49 |
Options outstanding, weighted average remaining contractual life | 2 years 2 months 12 days | |
Options outstanding, aggregate intrinsic value | $ 0 | |
Vested or expected to vest, outstanding | 3,000 | |
Vested or expected to vest, outstanding, weighted average exercise price | $ 53.49 | |
Vested or expected to vest, outstanding, weighted average remaining contractual life | 2 years 2 months 12 days | |
Vested or expected to vest, outstanding, aggregate intrinsic value | $ 0 |
Shareholders' Equity - Restri_2
Shareholders' Equity - Restricted Stock Units (Details) - USD ($) $ in Thousands | Nov. 18, 2019 | Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost related to non-vested awards | $ 518 | |||
Period for recognition of unrecognized compensation cost | 2 years 4 months 24 days | |||
Share-based payment compensation | $ 3,320 | $ 1,960 | $ 2,204 | |
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted, shares | 901,100 | |||
Vested, shares | 451,500 | |||
Unrecognized compensation cost related to non-vested awards | $ 1,799 | |||
Period for recognition of unrecognized compensation cost | 1 year 10 months 24 days | |||
Share-based payment compensation | $ 1,375 | 277 | 1,031 | |
Restricted stock vested in period, total fair value | $ 1,345 | 337 | $ 434 | |
Restricted Stock Units Time Based [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted, shares | 824,200 | |||
Vested, shares | 451,500 | |||
Award Vesting Period | 3 years | |||
Director [Member] | Restricted Stock Units Time Based [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award Vesting Period | 12 months | |||
Share-based Payment Arrangement, ABG-Shaq, LLC [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted, shares | 400,000 | |||
Total grant date fair value | $ 2,595 | |||
Compensation Expense | $ 865 | $ 865 | ||
Unrecognized compensation cost related to non-vested awards | $ 865 | |||
Period for recognition of unrecognized compensation cost | 1 year | |||
Commercial agreement term | 3 years | |||
Share-based Payment Arrangement Shaq R S U Grant Tranche One Member | Share-based Payment Arrangement, ABG-Shaq, LLC [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vested, shares | 133,333 | |||
Share-based Payment Arrangement Shaq R S U Grant Tranche Two Member | Share-based Payment Arrangement, ABG-Shaq, LLC [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vested, shares | 133,333 | |||
Share-based Payment Arrangement Shaq R S U Grant Tranche Three Member | Share-based Payment Arrangement, ABG-Shaq, LLC [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vested, shares | 133,334 |
Shareholders' Equity - Market B
Shareholders' Equity - Market Based Restricted Stock Units (Details) - USD ($) | May 02, 2019 | Aug. 18, 2016 | Jan. 29, 2022 | Feb. 01, 2020 | Jan. 29, 2022 |
Fair Value Assumptions and Methodology [Abstract] | |||||
Weighted average expected life (in years) | 6 years | ||||
Restricted Stock Total Shareholder Return [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted, shares | 94,000 | ||||
Fair Value Assumptions and Methodology [Abstract] | |||||
Total grant date fair value | $ 482 | ||||
Total grant date fair value per share | $ 5.14 | ||||
Weighted average expected life (in years) | 3 years | ||||
Lessthan33 [Member] | Restricted Stock Total Shareholder Return [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of Units Vested | 0.00% | ||||
Greaterthan33 [Member] | Restricted Stock Total Shareholder Return [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of Units Vested | 50.00% | ||||
Greaterthan50 [Member] | Restricted Stock Total Shareholder Return [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of Units Vested | 100.00% | ||||
Greaterthan100 [Member] | Restricted Stock Total Shareholder Return [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of Units Vested | 150.00% | ||||
Market Based Stock Restricted Stock Awards [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted, shares | 68,000 | ||||
Fair Value Assumptions and Methodology [Abstract] | |||||
Total grant date fair value | $ 220,000 | ||||
Expected volatility rate | 80.00% | ||||
Weighted average expected life (in years) | 2 years 10 months 24 days | ||||
Risk-free interest rate | 2.50% | ||||
Tranche 1 (one year) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of Units Vested | 33.30% | ||||
Award Vesting Period | 1 year | ||||
Fair Value Assumptions and Methodology [Abstract] | |||||
Total grant date fair value per share | $ 3.66 | ||||
Weighted average expected life (in years) | 1 year | ||||
Tranche 2 ($20.00/share) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of Units Vested | 33.30% | ||||
Number of consecutive trading days | 20 days | ||||
Average closing price for 20 consecutive trading days, Lower range limit for vesting | $ 20 | ||||
Continuous employment requisite period | 1 year | ||||
Fair Value Assumptions and Methodology [Abstract] | |||||
Total grant date fair value per share | $ 3.19 | ||||
Weighted average expected life (in years) | 3 years 3 months 7 days | ||||
Tranche 3 ($40.00/share) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of Units Vested | 33.30% | ||||
Award Vesting Period | 2 years | ||||
Number of consecutive trading days | 20 days | ||||
Average closing price for 20 consecutive trading days, Lower range limit for vesting | $ 40 | ||||
Fair Value Assumptions and Methodology [Abstract] | |||||
Total grant date fair value per share | $ 2.85 | ||||
Weighted average expected life (in years) | 4 years 6 months 10 days | ||||
Minimum [Member] | Restricted Stock Total Shareholder Return [Member] | |||||
Fair Value Assumptions and Methodology [Abstract] | |||||
Expected volatility rate | 74.00% | ||||
Risk-free interest rate | 1.70% | ||||
Maximum [Member] | Restricted Stock Total Shareholder Return [Member] | |||||
Fair Value Assumptions and Methodology [Abstract] | |||||
Expected volatility rate | 82.00% | ||||
Risk-free interest rate | 2.30% |
Shareholders' Equity - Performa
Shareholders' Equity - Performance Based Stock Units Activity (Details) - shares | 12 Months Ended | |
Jan. 29, 2022 | Jan. 30, 2021 | |
Performance Based Units [ Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted, shares | 76,900 | |
Performance Share Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted, shares | 76,900 | 146,000 |
Performance Share Units [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of Units Vested | 0.00% | 0.00% |
Performance Share Units [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of Units Vested | 200.00% | 125.00% |
Shareholders' Equity - Non-Vest
Shareholders' Equity - Non-Vested Restricted Stock Units Activity (Details) - $ / shares | 12 Months Ended | |
Jan. 29, 2022 | Feb. 01, 2020 | |
Market Based Restricted Stock Units [Member] | ||
Summary of changes in Company's non-vested restricted stock during period [Roll Forward] | ||
Non-vested restricted stock shares outstanding at beginning of period | 60,000 | |
Vested, shares | 0 | |
Forfeited, shares | (2,200) | |
Non-vested restricted stock shares outstanding at end of period | 57,800 | |
Summary of changes in Company's non-vested restricted stock during period, weighted average grant date fair value [Roll Forward] | ||
Non-vested restricted stock shares outstanding at beginning of period, weighted average grant date fair value per share | $ 3.52 | |
Vested, weighted average grant date fair value per share | $ 0 | |
Forfeited, weighted average grant date fair value per share | 5.10 | |
Non-vested restricted stock shares outstanding at end of period, weighted average grant date fair value per share | $ 3.47 | |
Restricted Stock Units Time Based [Member] | ||
Summary of changes in Company's non-vested restricted stock during period [Roll Forward] | ||
Non-vested restricted stock shares outstanding at beginning of period | 736,000 | |
Granted, shares | 824,200 | |
Vested, shares | (451,500) | |
Forfeited, shares | (77,400) | |
Non-vested restricted stock shares outstanding at end of period | 1,031,300 | |
Summary of changes in Company's non-vested restricted stock during period, weighted average grant date fair value [Roll Forward] | ||
Non-vested restricted stock shares outstanding at beginning of period, weighted average grant date fair value per share | $ 4.03 | |
Granted, weighted average grant date fair value per share | $ 9.33 | |
Vested, weighted average grant date fair value per share | 5.82 | |
Forfeited, weighted average grant date fair value per share | 4.28 | |
Non-vested restricted stock shares outstanding at end of period, weighted average grant date fair value per share | $ 7.46 | |
Restricted Stock Units (RSUs) [Member] | ||
Summary of changes in Company's non-vested restricted stock during period [Roll Forward] | ||
Non-vested restricted stock shares outstanding at beginning of period | 942,000 | |
Granted, shares | 901,100 | |
Vested, shares | (451,500) | |
Forfeited, shares | (79,600) | |
Non-vested restricted stock shares outstanding at end of period | 1,312,000 | |
Summary of changes in Company's non-vested restricted stock during period, weighted average grant date fair value [Roll Forward] | ||
Non-vested restricted stock shares outstanding at beginning of period, weighted average grant date fair value per share | $ 3.64 | |
Granted, weighted average grant date fair value per share | $ 9.28 | |
Vested, weighted average grant date fair value per share | 5.82 | |
Forfeited, weighted average grant date fair value per share | 4.30 | |
Non-vested restricted stock shares outstanding at end of period, weighted average grant date fair value per share | $ 6.72 | |
Performance Based Units [ Member] | ||
Summary of changes in Company's non-vested restricted stock during period [Roll Forward] | ||
Non-vested restricted stock shares outstanding at beginning of period | 146,000 | |
Granted, shares | 76,900 | |
Non-vested restricted stock shares outstanding at end of period | 222,900 | |
Summary of changes in Company's non-vested restricted stock during period, weighted average grant date fair value [Roll Forward] | ||
Non-vested restricted stock shares outstanding at beginning of period, weighted average grant date fair value per share | $ 1.69 | |
Granted, weighted average grant date fair value per share | 8.72 | |
Non-vested restricted stock shares outstanding at end of period, weighted average grant date fair value per share | $ 4.13 |
Shareholders' Equity - Stock Co
Shareholders' Equity - Stock Compensation Plans (Details) - Stock Options [Member] | 12 Months Ended |
Jan. 29, 2022shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares authorized under the 2020 Plan | 3,000,000 |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise price of common stock, percent | 100.00% |
Award Vesting Period | 3 years |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Grant term limit after the effective date of the respective plan's inception | P10Y |
Exercise term limit from date of grant | 10 years |
Business Segments and Sales b_3
Business Segments and Sales by Product Group - Performance Measures by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Segment Reporting Information [Line Items] | |||
Net sales | $ 551,134 | $ 454,171 | $ 501,822 |
Gross Margin | 222,616 | 167,053 | 163,637 |
Operating income (loss) | (10,725) | (7,940) | (52,525) |
Entertainment Segment | |||
Segment Reporting Information [Line Items] | |||
Net sales | 478,945 | 445,452 | 496,169 |
Gross Margin | 192,572 | 163,897 | 162,806 |
Operating income (loss) | (13,500) | (6,286) | (49,723) |
Consumer Brands Segment | |||
Segment Reporting Information [Line Items] | |||
Net sales | 44,347 | 2,155 | 2,274 |
Gross Margin | 21,957 | 894 | 795 |
Operating income (loss) | 1,609 | (1,599) | (1,928) |
Media Commerce Services Segment | |||
Segment Reporting Information [Line Items] | |||
Net sales | 27,842 | 6,564 | 3,379 |
Gross Margin | 8,087 | 2,262 | 36 |
Operating income (loss) | $ 1,166 | $ (55) | $ (874) |
Business Segments and Sales b_4
Business Segments and Sales by Product Group - Net Sales by Segment and Significant Product Groups (Details) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022USD ($)segment | Jan. 30, 2021USD ($) | Feb. 01, 2020USD ($) | |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net sales | $ 551,134 | $ 454,171 | $ 501,822 |
Segment Reporting, Disclosure of Entity's Reportable Segments [Abstract] | |||
Number of Reportable Segments | segment | 3 | ||
Entertainment Segment | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net sales | $ 478,945 | 445,452 | 496,169 |
Entertainment Segment | Jewelry & Watches | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net sales | 191,675 | 164,200 | 200,948 |
Entertainment Segment | Health, Beauty and Wellness | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net sales | 103,475 | 129,858 | 80,945 |
Entertainment Segment | Home Consumer | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net sales | 77,879 | 62,118 | 106,025 |
Entertainment Segment | Fashion Accessories | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net sales | 57,999 | 45,261 | 65,616 |
Entertainment Segment | Other | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net sales | 47,917 | 44,015 | 42,635 |
Consumer Brands Segment | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net sales | 44,347 | 2,155 | 2,274 |
Consumer Brands Segment | Jewelry & Watches | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net sales | 1,690 | ||
Consumer Brands Segment | Home Consumer | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net sales | 1,786 | ||
Consumer Brands Segment | Fashion Accessories | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net sales | 40,321 | 2,177 | 2,275 |
Consumer Brands Segment | Other Consumer Brands | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net sales | 550 | (22) | (1) |
Media Commerce Services Segment | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net sales | 27,842 | 6,564 | 3,379 |
Media Commerce Services Segment | Syndication | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net sales | 14,466 | ||
Media Commerce Services Segment | Advertising & Search | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net sales | 7,558 | ||
Media Commerce Services Segment | OTT | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net sales | 2,281 | 2,254 | 167 |
Media Commerce Services Segment | Other Media Commerce | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Net sales | $ 3,537 | $ 4,310 | $ 3,212 |
Business Segments and Sales b_5
Business Segments and Sales by Product Group - Revenues and Long-lived Assets Information by Geographic Area (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | $ 551,134 | $ 454,171 | $ 501,822 |
Total assets | 522,647 | 226,637 | 212,743 |
Long-Lived Assets | 262,207 | 52,908 | 51,803 |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 508,938 | 454,171 | 501,822 |
Total assets | 400,323 | 226,637 | 212,743 |
Long-Lived Assets | 166,536 | $ 52,908 | $ 51,803 |
Foreign | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Net sales | 42,196 | ||
Total assets | 122,324 | ||
Long-Lived Assets | $ 95,671 |
Leases - Schedule of Changes in
Leases - Schedule of Changes in Accounting Policy (Details) $ in Thousands | Jan. 29, 2022USD ($) |
Lease extension options [Abstract] | |
Lessee extension options included in the lease liability and right-of-use assets | $ 0 |
Leases not yet commenced [Abstract] | |
Operating and finance leases not yet commenced | $ 0 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 29, 2022 | Jan. 30, 2021 | |
Lease, Cost [Abstract] | ||
Operating lease cost | $ 1,523 | $ 972 |
Short-term lease cost | 172 | 63 |
Operating lease variable lease cost | 56 | 33 |
Finance lease amortization of ROU assets | 83 | 104 |
Finance lease interest expense | 3 | 7 |
Finance lease variable cost | $ 96 | $ 57 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows used for operating leases | $ 1,456 | $ 1,095 | |
Operating cash flows used for finance leases | 2 | 7 | $ 8 |
Financing cash flows used for finance leases | 86 | 103 | 71 |
Right-of-use assets obtained In exchange for lease liabilities: | |||
Operating leases | 7,741 | 1,299 | |
Finance leases | $ 0 | $ 62 | $ 188 |
Leases - Weighted Average Remai
Leases - Weighted Average Remaining Lease Term and Weighted Average Discount Rate (Details) | Jan. 29, 2022 | Jan. 30, 2021 |
Weighted average remaining lease term: | ||
Operating leases | 2 years 8 months 12 days | 2 years 9 months 18 days |
Finance leases | 4 months 24 days | 1 year 1 month 6 days |
Weighted average discount rate: | ||
Operating leases | 4.50% | 6.80% |
Finance leases | 6.00% | 5.70% |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Jan. 29, 2022 | Jan. 30, 2021 |
Leases | ||
Operating lease right-of-use assets | $ 7,474 | $ 1,116 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other Assets, Noncurrent | Other Assets, Noncurrent |
Finance lease right-of-use assets | $ 17 | $ 101 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property, Plant and Equipment, Net | Property, Plant and Equipment, Net |
Total lease right-of-use assets | $ 7,491 | $ 1,217 |
Current portion of operating lease liabilities | $ 2,331 | $ 462 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Current portion of operating lease liabilities | Current portion of operating lease liabilities |
Operating lease liabilities, excluding current portion | $ 5,169 | $ 646 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Operating lease liabilities, excluding current portion | Operating lease liabilities, excluding current portion |
Operating Lease, Liability, Total | $ 7,500 | $ 1,108 |
Current portion of finance lease liabilities | $ 19 | $ 86 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued Liabilities, Current | Accrued Liabilities, Current |
Finance lease liabilities, excluding current portion | $ 19 | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Total finance lease liabilities | $ 19 | $ 105 |
Total lease liabilities | $ 7,519 | $ 1,213 |
Leases - Future Maturities of L
Leases - Future Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Jan. 29, 2022 | Jan. 30, 2021 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
2022 | $ 2,698 | |
2023 | 2,519 | |
2024 | 1,852 | |
2025 | 935 | |
2026 | 330 | |
Thereafter | 0 | |
Total lease payments | 8,334 | |
Less imputed interest | (834) | |
Total lease liabilities | 7,500 | $ 1,108 |
Finance Lease, Liability, Payment, Due [Abstract] | ||
2022 | 19 | |
2025 | 0 | |
Thereafter | 0 | |
Total lease payments | 19 | |
Total lease liabilities | $ 19 | $ 105 |
Business Acquisitions - 1-2-3.t
Business Acquisitions - 1-2-3.tv Group (Details) € in Thousands, $ in Thousands | Nov. 05, 2021USD ($)installment | Nov. 05, 2021EUR (€)installment | Jan. 29, 2022USD ($) | Jan. 29, 2022USD ($) | Dec. 31, 2021USD ($) | Jan. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Feb. 01, 2020USD ($) | Jan. 29, 2022EUR (€) | Nov. 05, 2021EUR (€) |
Business Acquisition [Line Items] | ||||||||||
Cash consideration | $ 100,411 | $ 638 | ||||||||
Revenue | 551,134 | $ 454,171 | 501,822 | |||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | (23,026) | (13,234) | $ (56,296) | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||||||||
Goodwill | $ 99,050 | 99,050 | ||||||||
1-2-3.tv | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Revenue | $ 187,398 | $ 177,082 | ||||||||
Vendor Loan Agreement | 1-2-3.tv | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of vendor loan installment payments | installment | 2 | 2 | ||||||||
Amount of vendor loan installment payment | $ 10,400 | |||||||||
Interest rate (as a percent) | 8.50% | 8.50% | ||||||||
Principal amount | $ 20,800 | € 18,000 | ||||||||
Debt instrument fair value | 21,723 | 18,800 | ||||||||
Earn out payment | 3,097 | 2,987 | 2,987 | € 2,680 | 2,680 | |||||
1-2-3.tv | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Purchase price | 103,621 | € 89,680 | ||||||||
Payment for cash-on-hand | 2,117 | 1,832 | ||||||||
Payment for excess working capital | 1,116 | 966 | ||||||||
Cash consideration | 78,802 | € 68,200 | ||||||||
Earn out payment | 16,177 | 14,000 | ||||||||
Earn out payment in year 2023 | € | 14,000 | |||||||||
Earn out payment in year 2024 | € | 14,000 | |||||||||
Revenue | 42,196 | |||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 1,804 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||||||||
Cash and cash equivalents | 2,117 | |||||||||
Accounts receivable, net | 7,773 | |||||||||
Inventory | 18,815 | |||||||||
Prepaid expenses | 2,002 | |||||||||
Fixed assets | 5,093 | |||||||||
Goodwill | 72,555 | |||||||||
Liabilities assumed | (25,185) | |||||||||
Total consideration | 103,621 | |||||||||
Business Acquisition, Pro Forma Information [Abstract] | ||||||||||
Net sales | 689,888 | 631,253 | ||||||||
Net income (loss) | $ (26,776) | $ (13,140) | ||||||||
1-2-3.tv | Maximum [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Earn out payment | 48,531 | 42,000 | ||||||||
1-2-3.tv | Selling, General and Administrative Expenses [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Transaction expenses | 1,899 | |||||||||
1-2-3.tv | Developed technology | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Intangible assets | 3,813 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||||||||
Intangible assets | 3,813 | |||||||||
1-2-3.tv | Customer lists and relationships | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Intangible assets | 3,466 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||||||||
Intangible assets | 3,466 | |||||||||
1-2-3.tv | Trademarks and Trade Names | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Intangible assets | 13,172 | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||||||||||
Intangible assets | $ 13,172 | |||||||||
1-2-3.tv | Vendor Loan Agreement | 1-2-3.tv | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amount of vendor loan installment payment | € | € 9,000 |
Business Acquisitions - Synacor
Business Acquisitions - Synacor's Portal and Advertising Segment (Details) $ in Thousands | Jul. 30, 2021USD ($)installment | Jan. 29, 2022USD ($) | Feb. 01, 2020USD ($) |
Business Acquisition [Line Items] | |||
Cash consideration | $ 100,411 | $ 638 | |
Allocation of assets acquired and liabilities on respective fair value | |||
Goodwill | $ 99,050 | ||
Synacor's Portal and Advertising Segment [Member] | |||
Business Acquisition [Line Items] | |||
Cash consideration | $ 20,000 | ||
Liabilities assumed | 10,000 | ||
Assumed liabilities | 7,864 | ||
Quarterly installment payment | $ 1,000 | ||
Number of quarterly installments for note payable | installment | 10 | ||
Allocation of assets acquired and liabilities on respective fair value | |||
Accounts Receivable and Prepaid | $ 7,516 | ||
Fixed assets | 737 | ||
Right of use asset | 111 | ||
Goodwill | 24,250 | ||
Liabilities assumed | (7,864) | ||
Total consideration | $ 30,400 | ||
Synacor's Portal and Advertising Segment [Member] | Minimum [Member] | |||
Business Acquisition [Line Items] | |||
Interest rate (as a percent) | 6.00% | ||
Synacor's Portal and Advertising Segment [Member] | Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Interest rate (as a percent) | 11.00% | ||
Synacor's Portal and Advertising Segment [Member] | Developed technology | |||
Allocation of assets acquired and liabilities on respective fair value | |||
Intangible assets | $ 1,050 | ||
Synacor's Portal and Advertising Segment [Member] | Customer lists and relationships | |||
Allocation of assets acquired and liabilities on respective fair value | |||
Intangible assets | $ 4,600 |
Business Acquisitions - Christo
Business Acquisitions - Christopher & Banks Transaction (Details) - USD ($) $ in Thousands | Mar. 01, 2021 | Jan. 29, 2022 | Feb. 01, 2020 |
Business Acquisition [Line Items] | |||
Cash payment Paid | $ 100,411 | $ 638 | |
Allocation of assets acquired and liabilities on respective fair value | |||
Goodwill | $ 99,050 | ||
Christopher & Banks, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Cash payment Paid | $ 3,500 | ||
Assumed liabilities | 4,197 | ||
Outstanding amount | 1,500 | ||
Allocation of assets acquired and liabilities on respective fair value | |||
Inventory | 4,100 | ||
Fixed assets | 500 | ||
Goodwill | 3,307 | ||
Liabilities assumed | (4,197) | ||
Total consideration | 5,000 | ||
Christopher & Banks, LLC [Member] | Developed technology | |||
Allocation of assets acquired and liabilities on respective fair value | |||
Intangible assets | 890 | ||
Christopher & Banks, LLC [Member] | Customer lists and relationships | |||
Allocation of assets acquired and liabilities on respective fair value | |||
Intangible assets | $ 400 |
Business Acquisitions - The Clo
Business Acquisitions - The Closeout.com (Details) - USD ($) $ in Thousands | Feb. 05, 2021 | Jan. 29, 2022 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||
Goodwill | $ 99,050 | |
LAKR Ecomm Group LLC [Member] | ||
Business Acquisition [Line Items] | ||
Assets contributed to acquire interest in joint venture | $ 3,430 | |
Interest in the joint venture | 49.00% | |
The Closeout.com Joint Venture | ||
Business Acquisition [Line Items] | ||
Assets contributed to acquire interest in joint venture | $ 3,570 | |
Interest in the joint venture | 51.00% | |
Revolving line of credit facility, maximum borrowing capacity | $ 1,000 | |
Assumed liabilities | 400 | |
Total consideration | 7,000 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||
Inventory | 4,770 | |
Fixed assets | 600 | |
Goodwill | 1,740 | |
Liabilities assumed | (400) | |
Total consideration | 7,000 | |
The Closeout.com Joint Venture | Developed technology | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||
Intangible assets | 110 | |
The Closeout.com Joint Venture | Trademarks and Trade Names | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ||
Intangible assets | $ 180 | |
The Closeout.com Joint Venture | London Inter bank Offered Rate LIBOR Floor [Member] | ||
Business Acquisition [Line Items] | ||
Debt instrument, basis spread on variable rate | 4.25% | |
The Closeout.com Joint Venture | LIBOR [Member] | ||
Business Acquisition [Line Items] | ||
Debt instrument, basis spread on variable rate | 4.00% |
Business Acquisitions - Float L
Business Acquisitions - Float Left Interactive, Inc. (Details) - USD ($) $ in Thousands | Nov. 26, 2019 | Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 |
Fair Value of Consideration Transferred [Abstract] | ||||
Cash consideration | $ 100,411 | $ 638 | ||
Common stock issuances pursuant to business acquisitions, Value | 1,856 | |||
Revenue | 551,134 | $ 454,171 | 501,822 | |
Float Left [Member] | ||||
Fair Value of Consideration Transferred [Abstract] | ||||
Cash consideration | $ 353 | |||
Common stock issuances pursuant to business acquisitions, Value | 459 | |||
Contingent consideration, Value | 290 | $ 125 | ||
Total consideration | $ 1,102 | |||
Common shares issued as purchase consideration, Shares | 100,000 | 25,000 | ||
Revenue | $ 2,000 | |||
Business Combination, Contingent Consideration Arrangements [Abstract] | ||||
Contingent consideration, maximum amount of common shares issuable | 50,000 | |||
Allocation of the Purchase Consideration [Abstract] | ||||
Current assets | $ 139 | |||
Other assets | 18 | |||
Accounts payable and accrued liabilities | (168) | |||
Total consideration | 1,102 | |||
Business Combination, Separately recognized Transactions, Additional Disclosures [Abstract] | ||||
Acquisition-related costs expensed | $ 78 | |||
Float Left [Member] | Technology [Member] | ||||
Allocation of the Purchase Consideration [Abstract] | ||||
Identifiable intangible assets | 772 | |||
Float Left [Member] | Customer lists and relationships | ||||
Allocation of the Purchase Consideration [Abstract] | ||||
Identifiable intangible assets | 253 | |||
Float Left [Member] | Trademarks and Trade Names | ||||
Allocation of the Purchase Consideration [Abstract] | ||||
Identifiable intangible assets | 88 | |||
J.W. Hulme. | ||||
Fair Value of Consideration Transferred [Abstract] | ||||
Cash consideration | 285 | |||
Common stock issuances pursuant to business acquisitions, Value | 1,396 | |||
Working capital holdback | 225 | |||
Total consideration | $ 1,906 | |||
Common shares issued as purchase consideration, Shares | 291,000 | |||
Allocation of the Purchase Consideration [Abstract] | ||||
Current assets | $ 904 | |||
Other assets | 184 | |||
Accounts payable and accrued liabilities | (580) | |||
Other long term liabilities | (168) | |||
Total consideration | 1,906 | |||
Business Combination, Separately recognized Transactions, Additional Disclosures [Abstract] | ||||
Acquisition-related costs expensed | 80 | |||
J.W. Hulme. | Customer lists and relationships | ||||
Allocation of the Purchase Consideration [Abstract] | ||||
Identifiable intangible assets | 86 | |||
J.W. Hulme. | Trademarks and Trade Names | ||||
Allocation of the Purchase Consideration [Abstract] | ||||
Identifiable intangible assets | $ 1,480 |
Income Taxes - Deferred Tax Ben
Income Taxes - Deferred Tax Benefit (Details) - USD ($) $ in Thousands | Jan. 29, 2022 | Jan. 30, 2021 |
Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Accruals and reserves not currently deductible for tax purposes | $ 5,443 | $ 4,227 |
Disallowed interest | 4,820 | |
Inventory capitalization | 972 | 729 |
Differences in depreciation lives and methods | (478) | |
Differences in depreciation lives and methods | 1,409 | |
Differences in basis of intangible assets | 315 | 318 |
Differences in investments and other items | 1,289 | 3,817 |
Net operating loss carryforwards | 96,975 | 98,833 |
Valuation allowance | (111,223) | (107,446) |
Differences in basis of acquired intangible assets - foreign jurisdiction | (5,285) | |
Net deferred tax liability | $ (5,285) | $ 0 |
Income Taxes - Income Tax (Prov
Income Taxes - Income Tax (Provision) Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Components of Income Tax Provision [Abstract] | |||
State and local | $ 60 | $ 60 | $ 11 |
Foreign Jurisdictions | 50 | ||
Current Income Tax Expense (Benefit), Total | $ 110 | $ 60 | $ 11 |
Income Taxes - Effective Tax Ra
Income Taxes - Effective Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Taxes at federal statutory rates | 21.00% | 21.00% | 21.00% |
State income taxes, net of federal tax benefit | 2.40% | 13.40% | 4.10% |
Impact of foreign income inclusion | 2.70% | 0.00% | |
Effect of 162(m) limitation | 1.50% | 0.00% | |
Disallowed transaction costs | 1.40% | 0.00% | |
Provision to return true-up | (2.60%) | (2.40%) | (4.00%) |
Non-cash stock option vesting expense | 0.80% | (1.20%) | (0.60%) |
Valuation allowance and NOL carryforward benefits | (16.50%) | (31.20%) | (20.40%) |
Other | 0.00% | (0.10%) | (0.10%) |
Effective tax rate | (0.50%) | (0.50%) | 0.00% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | Jul. 10, 2015 | |
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | $ 389,000 | |||
Income Tax Uncertainties [Abstract] | ||||
Unrecognized tax benefits for uncertain tax positions | $ 0 | $ 0 | ||
Interest of penalties charged or accrued in relation to unrecognized tax benefits | $ 0 | |||
Tax Cuts and Jobs Act [Abstract] | ||||
U.S. federal corporate income tax statutory rate | 21.00% | 21.00% | 21.00% | |
Shareholder Rights Plan [Abstract] | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 | |
One one-thousandth of a share of Preferred Stock unit price | $ 90 | |||
Related party, ownership interest in Company, percentage | 4.99% | |||
Earliest Tax Year [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards, Expiration Date | Feb. 3, 2024 | |||
Latest Tax Year [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards, Expiration Date | Jan. 30, 2038 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Supplemental Cash Flow Information: | |||
Interest paid | $ 8,388 | $ 4,681 | $ 3,151 |
Interest paid for finance leases | 2 | 7 | 8 |
Income taxes paid | 63 | 81 | 31 |
Supplemental non-cash investing and financing activities: | |||
Television distribution rights obtained in exchange for liabilities | 102,545 | 43,655 | 0 |
Property and equipment purchases included in accounts payable | 465 | 288 | 209 |
Common stock issuance costs included in accounts payable | 0 | 184 | 0 |
Equipment acquired through finance lease obligations | 0 | 62 | 188 |
Fair value of common stock issued as consideration for business acquisitions | 0 | 0 | 1,855 |
Issuance of warrants for intangible assets | $ 0 | $ 0 | $ 193 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Thousands | May 02, 2019USD ($)shares | Jan. 29, 2022USD ($) | Jan. 30, 2021USD ($) | Feb. 01, 2020USD ($) |
Cable and Satellite Affiliation Agreements [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Cable Access Fees | $ 59,771 | $ 56,681 | $ 82,330 | |
Commitment for future base compensation related to employment agreements | 206,486 | |||
Future cable and satellite affiliation cash commitments, fiscal year maturity [Abstract] | ||||
2022 | 76,987 | |||
2023 | 46,310 | |||
2024 | 33,563 | |||
2025 | 25,563 | |||
2026 | 24,063 | |||
Thereafter | $ 0 | |||
Employment Contracts [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Commitment for future base compensation related to employment agreements | $ 163 | |||
Minimum [Member] | Cable and Satellite Affiliation Agreements [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Typical term of affiliation agreements | 1 year | |||
Maximum [Member] | Cable and Satellite Affiliation Agreements [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Typical term of affiliation agreements | 5 years | |||
Chief Executive Officer [Member] | Employment Contracts [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Employment Agreement Commitment, Period | 2 years | |||
Initial base salary | $ 650 | |||
Executive Vice President [Member] | Employment Contracts [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Severance in event of termination resulting from change of control, multiplier of target bonus | 1.5 | |||
Severance in event of employment termination, Period | 15 months | |||
Period for qualification of termination under change of control commencing on change of control date | 1 year | |||
Period preceding the change of control date for qualification of termination under change of control | 6 months | |||
Severance in event of employment termination within period of change of control, Period | 18 months | |||
Senior Vice President [Member] | Employment Contracts [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Severance in event of termination resulting from change of control, multiplier of target bonus | 1.25 | |||
Severance in event of employment termination, Period | 12 months | |||
Period for qualification of termination under change of control commencing on change of control date | 1 year | |||
Period preceding the change of control date for qualification of termination under change of control | 6 months | |||
Market Based Stock Restricted Stock Awards [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Granted, shares | shares | 68,000 | |||
Total grant date fair value | $ 220 |
Commitments and Contingencies -
Commitments and Contingencies - Retirement Savings Plan (Details) - Defined Contribution Plan [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jan. 29, 2022 | Oct. 30, 2021 | Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Defined Contribution Plan Disclosure [Line Items] | |||||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 0.50% | 0.50% | 0.50% | 0.50% | |
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 6.00% | 3.00% | 3.00% | 6.00% | |
Plan contributions expense | $ 513 | $ 58 | $ 1,135 | ||
Plan contribution accrual | $ 0 | $ 0 | $ 0 |
Inventory Impairment Write-do_2
Inventory Impairment Write-down (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
May 04, 2019 | Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Inventory Impairment Write-down | ||||
Inventory impairment write-down | $ 6,050 | $ 0 | $ 0 | $ 6,050 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | Jun. 09, 2021USD ($)itemshares | Feb. 18, 2021USD ($)shares | Aug. 28, 2020USD ($)shares | Apr. 14, 2020USD ($)shares | May 02, 2019USD ($)shares | Oct. 31, 2020USD ($) | Jan. 29, 2022USD ($)shares | Jan. 30, 2021USD ($) | Feb. 01, 2020USD ($) | Feb. 02, 2019shares |
Related Party Transaction [Line Items] | ||||||||||
Long-term Line of Credit | $ 60,216 | $ 41,000 | ||||||||
Common stock and warrant issuance (in shares) | shares | 4,830,918 | 3,289,000 | 2,760,000 | 1,836,314 | ||||||
Warrants outstanding | shares | 1,334,188 | |||||||||
Proceeds from issuance of common stock and warrants | $ 39,955 | $ 21,224 | $ 15,833 | $ 61,877 | 20,043 | $ 6,000 | ||||
Restricted Stock Units (RSUs) [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Granted, shares | shares | 901,100 | |||||||||
Shares issued | shares | 1,312,000 | 942,000 | ||||||||
Confidential Vendor Exclusivity Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of largest vendors | item | 10 | |||||||||
Famjams Trading L L C [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Accounts Receivable, Related Parties, Current | $ 4,974 | 4,300 | ||||||||
Purchased products from related party | 34,671 | 48,818 | 2,200 | |||||||
Revenue from related parties | 4 | 59 | 42 | |||||||
Famjams Trading L L C [Member] | Confidential Vendor Exclusivity Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Term of agreement | 5 years | |||||||||
Extension term of agreement | 5 years | |||||||||
Value of share based compensation other than option issuable | $ 1,500 | |||||||||
Cash deposit used as working capital | $ 6,000 | |||||||||
Percentage of interest on cash deposit | 5.00% | |||||||||
Famjams Trading L L C [Member] | Confidential Vendor Exclusivity Agreement [Member] | Line of Credit [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Long-term Line of Credit | $ 2,000 | |||||||||
Famjams Trading L L C [Member] | Confidential Vendor Exclusivity Agreement [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Term of agreement | 5 years | |||||||||
Value of share based compensation other than option issuable | $ 1,500 | |||||||||
Shares issued | shares | 147,347 | |||||||||
Percentage of Units Vested | 20.00% | |||||||||
IWCA | Confidential Vendor Exclusivity Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Term of agreement | 5 years | |||||||||
Extension term of agreement | 5 years | |||||||||
Total grant date fair value | $ 4,500 | |||||||||
Granted, shares | shares | 442,043 | |||||||||
Percentage of Units Vested | 20.00% | |||||||||
IWCA | Confidential Vendor Exclusivity Agreement [Member] | IWCA Revolver, First, Second and Third Quarters [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Long-term Line of Credit | $ 3,000 | |||||||||
IWCA | Confidential Vendor Exclusivity Agreement [Member] | IWCA Revolver, Fourth Quarter [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Long-term Line of Credit | $ 4,000 | |||||||||
Invicta Media Investments L L C [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock and warrant issuance (in shares) | shares | 256,000 | 734,394 | 400,000 | |||||||
Warrants outstanding | shares | 367,196 | 252,656 | ||||||||
Proceeds from issuance of common stock and warrants | $ 1,500 | $ 3,000 | ||||||||
Michael and Leah Friedman [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock and warrant issuance (in shares) | shares | 727,022 | 180,000 | ||||||||
Warrants outstanding | shares | 367,196 | 84,218 | ||||||||
Proceeds from issuance of common stock and warrants | $ 1,500 | $ 1,350 | ||||||||
Sterling Time [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Accounts Receivable, Related Parties, Current | 1,356 | 1,356 | ||||||||
Purchased products from related party | 49,376 | 50,992 | 58,700 | |||||||
Net trade payable owed to related party | 825 | 825 | ||||||||
Accounts Payable Cap Balance, Fiscal Quarters One Through Three To May 31, 2022 | 3,000 | |||||||||
Accounts Payable Cap Balance, For Fiscal Quarter Four Until May 31, 2022 | $ 4,000 | |||||||||
Retailing Enterprises L L C [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock and warrant issuance (in shares) | shares | 160,000 | |||||||||
Proceeds from issuance of common stock and warrants | $ 1,200 | |||||||||
Purchase price of liquidation inventory to related party | $ 365 | 1,400 | ||||||||
Accounts Receivable, Related Parties, Current | 251 | 641 | ||||||||
Commissions expense | 225 | 263 | ||||||||
Revenue from related parties | 747 | |||||||||
T W I Watches L L C [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Purchased products from related party | 608 | 789 | 782 | |||||||
Net trade payable owed to related party | 151 | 256 | ||||||||
The Hub Marketing Services, LLC [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Purchased products from related party | 380 | 300 | ||||||||
Net trade payable owed to related party | 0 | 25 | ||||||||
Guggenheim Securities L L C [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Payment of related party | $ 0 | |||||||||
Accrued liability | $ 0 | $ 1,000 |
Restructuring Costs (Details)
Restructuring Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Restructuring Costs | |||
Restructuring charges | $ 634 | $ 715 | $ 9,166 |
Restructuring Costs - Schedule
Restructuring Costs - Schedule of Activity Under the Restructuring Program (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Restructuring Reserve [Roll Forward] | |||
Restructuring Reserve, Beginning Balance | $ 47 | $ 3,260 | |
Restructuring charges | 634 | 715 | $ 9,166 |
Cash Payments | (124) | (3,928) | |
Restructuring Reserve, Ending Balance | 557 | 47 | 3,260 |
Severance [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring Reserve, Beginning Balance | 42 | 3,133 | |
Restructuring charges | 634 | 642 | |
Cash Payments | (119) | (3,733) | |
Restructuring Reserve, Ending Balance | 557 | 42 | 3,133 |
Other Incremental Costs [Member] | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring Reserve, Beginning Balance | 5 | 127 | |
Restructuring charges | 73 | ||
Cash Payments | $ (5) | (195) | |
Restructuring Reserve, Ending Balance | $ 5 | $ 127 |
Executive and Management Tran_2
Executive and Management Transition Costs (Details) - USD ($) $ in Thousands | May 02, 2019 | Feb. 01, 2020 | Jan. 29, 2022 | Jan. 30, 2021 |
Restructuring Cost and Reserve [Line Items] | ||||
Liabilities | $ 453,284 | $ 199,587 | ||
Executive and management transition costs | $ 2,741 | |||
Chief Executive Officer [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance Costs | $ 1,922 | |||
Severance [Member] | Chief Executive Officer [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Liabilities | $ 0 | $ 241 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Apr. 18, 2022 | Jan. 29, 2022 | Jan. 30, 2021 |
Subsequent Event [Line Items] | |||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |
Subsequent Event [Member] | Securities Purchase Agreement with Growth Capital Partners, LLC [Member] [Member] | Unsecured Convertible Promissory Note | |||
Subsequent Event [Line Items] | |||
Discount on notes receivable | $ 600,000 | ||
Notes receivable, face amount | 10,600,000 | ||
Notes receivable, gross | $ 10,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.01 |