Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________
Form 10-K
☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 30, 2021
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
or
For the transition period from to
Commission file number 001-37495
____________________________________________
Minnesota
(State or other jurisdiction of incorporation or organization)
41-1673770
(I.R.S. Employer Identification No.)
iMedia Brands, Inc.
(Exact name of registrant as specified in its charter)
Securities registered pursuant to Section 12(b) of the Act:
6740 Shady Oak Road, Eden Prairie, MN 55344-3433
(Address of principal executive offices, including Zip Code)
952-943-6000
(Registrant’s telephone number, including area code)
Title of each class
Common Stock, $0.01 par value
Trading Symbol(s)
IMBI
Name of each exchange on which registered
The Nasdaq Stock Market, LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☑
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of
"large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☑
Smaller reporting company ☑
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of
the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
As of April 16, 2021, 16,311,236 shares of the registrant’s common stock were outstanding. The aggregate market value of the common stock held by non-affiliates of the registrant on July 31, 2020, the last
business day of the registrant’s most recently completed second quarter, based upon the closing sale price for the registrant’s common stock as reported by the Nasdaq Capital Market on July 31, 2020 was
approximately $32,284,000. For purposes of determining such aggregate market value, all officers and directors of the registrant are considered to be affiliates of the registrant, as well as shareholders deemed to be
affiliates under Rule 12b-2 of the Exchange Act either by holding 10% or more of the outstanding common stock as reported in reports filed with the Commission or by having certain contractual relationships with
the registrant related to control. This number is provided only for the purpose of this annual report on Form 10-K and does not represent an admission by either the registrant or any such person as to the status of
such person.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the close of its fiscal year ended
January 30, 2021 are incorporated by reference in Part III of this annual report on Form 10-K.
Table of Contents
iMEDIA BRANDS, INC.
ANNUAL REPORT ON FORM 10-K
For the Fiscal Year Ended
January 30, 2021
TABLE OF CONTENTS
PART I
Item 1.
Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity
Securities
PART II
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Item 9.
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 10. Directors, Executive Officers and Corporate Governance
Item 11.
Executive Compensation
PART III
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14.
Principal Accountant Fees and Services
Item 15.
Exhibits and Financial Statement Schedule
Item 16.
Form 10-K Summary
Signatures
PART IV
2
Page
4
12
23
24
24
24
25
26
26
40
41
79
79
79
80
80
81
81
81
82
87
88
Table of Contents
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This annual report on Form 10-K and other materials we file with the Securities and Exchange Commission (the “SEC”) (as
well as information included in oral statements or other written statements made or to be made by us) contain certain “forward-
looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements contained herein
that are not statements of historical fact, including statements regarding guidance, industry prospects or future results of
operations or financial position are forward-looking. We often use words such as "anticipates," "believes," "estimates," "expects,"
"intends," "predicts," "hopes," "should," "plans," "will" and similar expressions to identify forward-looking statements. These
statements are based on management’s current expectations and accordingly are subject to uncertainty and changes in
circumstances. Actual results may vary materially from the expectations contained herein due to various important factors, many
of which are, and will continue to be, amplified by the COVID-19 pandemic, including (but not limited to): the impact of the
COVID-19 pandemic on our sales, operations and supply chain, variability in consumer preferences, shopping behaviors,
spending and debt levels; the general economic and credit environment; interest rates; seasonal variations in consumer purchasing
activities; the ability to achieve the most effective product category mixes to maximize sales and margin objectives; competitive
pressures on sales and sales promotions; pricing and gross sales margins; the level of cable and satellite distribution for our
programming and the associated fees or estimated cost savings from contract renegotiations; our ability to establish and maintain
acceptable commercial terms with third-party vendors and other third parties with whom we have contractual relationships, and
to successfully manage key vendor and shipping relationships and develop key partnerships and proprietary and exclusive brands;
our ability to manage our operating expenses successfully and our working capital levels; our ability to remain compliant with
our credit facility covenants; customer acceptance of our branding strategy and our repositioning as a video commerce company;
our ability to respond to changes in consumer shopping patterns and preferences, and changes in technology and consumer
viewing patterns; changes to our management and information systems infrastructure; challenges to our data and information
security; changes in governmental or regulatory requirements, including without limitation, regulations of the Federal
Communications Commission ("FCC") and Federal Trade Commission, and adverse outcomes from regulatory proceedings;
litigation or governmental proceedings affecting our operations; significant events (including disasters, weather events or events
attracting significant television coverage) that either cause an interruption of television coverage or that divert viewership from
our programming; disruptions in our distribution of our network broadcast to our customers; our ability to protect our intellectual
property rights; our ability to obtain and retain key executives and employees; our ability to attract new customers and retain
existing customers; changes in shipping costs; expenses relating to the actions of activist or hostile shareholders; our ability to
offer new or innovative products and customer acceptance of the same; changes in customer viewing habits of television
programming; and the risks identified under Item 1A (Risk Factors) in this annual report on Form 10-K. You are cautioned not to
place undue reliance on forward-looking statements, which speak only as of the date of this filing. We are under no obligation
(and expressly disclaim any such obligation) to update or alter our forward-looking statements whether as a result of new
information, future events or otherwise.
3
Table of Contents
Item 1. Business
PART I
When we refer to "we," "our," "us" or the "Company," we mean iMedia Brands, Inc. and its subsidiaries unless the context
indicates otherwise. iMedia Brands, Inc. is a Minnesota corporation with principal and executive offices located at 6740 Shady
Oak Road, Eden Prairie, Minnesota 55344-3433.
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. Our most recently completed fiscal year, fiscal 2020, ended on January 30, 2021, and consisted of 52 weeks. Fiscal
2019 ended on February 1, 2020 and consisted of 52 weeks. Fiscal 2018 ended on February 2, 2019 and consisted of 52 weeks.
Fiscal 2021 will end on January 29, 2022 and will consist of 52 weeks.
On July 16, 2019 we changed our corporate name to iMedia Brands, Inc. from EVINE Live Inc.
General
We are a leading interactive media company that owns a growing portfolio of lifestyle television networks, consumer
brands and media commerce services. Our television brands are ShopHQ, ShopBulldogTV and ShopHQHealth. ShopHQ is our
nationally distributed shopping entertainment network that offers a mix of proprietary, exclusive and name-brand merchandise in
the categories of jewelry & watches, home & consumer electronics, beauty & wellness, and fashion & accessories directly to
consumers 24 hours a day in an engaging and informative shopping experience. ShopBulldogTV, which launched in the fourth
quarter of fiscal 2019, is a niche television shopping entertainment network that is geared toward male consumers.
ShopHQHealth, which launched in the third quarter of fiscal 2020, is a health and wellness focused television shopping
entertainment network that offers a robust assortment of products and services dedicated to addressing the physical, spiritual and
mental health needs of its customers and their families. Our television shopping entertainment programming is currently
distributed in more than 80 million homes through cable and satellite distribution agreements,
agreements with
telecommunications companies and arrangements with over-the-air broadcast television stations. It is also streamed live online at
shophq.com, shopbulldogtv.com and shophqhealth.com, which are comprehensive digital commerce platforms that sell products
which appear on our television shopping entertainment networks as well as an extended assortment of online-only merchandise.
Our programming is also available on mobile channels and over-the-top ("OTT") platforms. Both our programming and products
are also marketed via mobile devices, including smartphones and tablets, and through the leading social media channels.
Our consumer brands include Christopher & Banks, J.W. Hulme Company ("J.W. Hulme"), Learning to Cook with
Shaquille O’Neal, Kate & Mallory, Live Fit MD, and Indigo Thread Co. The Christopher & Banks brand was acquired
subsequent to the end of fiscal 2020 on March 1, 2021 through a licensing agreement with ReStore Capital, a Hilco Global
company, whereby we will operate the Christopher & Banks business, a specialty retailer of privately branded women's apparel
and accessories, throughout all sales channels, including digital, television, catalog, and brick and mortar retail. We plan to
launch a new weekly Christopher & Banks television program on our ShopHQ network, which will also promote the brand’s
website, cristopherandbanks.com, its only two retail stores in Coon Rapids, Minnesota, and Branson, Missouri, and planned
launch of Christopher & Banks Stylists, an online interactive video platform that customizes wardrobe outfitting by a Christopher
& Banks stylist.
Our Media Commerce Services brands are Float Left Interactive, Inc. ("Float Left") and third-party logistics business, i3PL.
Media Commerce Services offers creative and interactive advertising, OTT app services and third-party logistics.
Our online marketplaces include OurGalleria.com and TheCloseout.com. 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 an online retail store offering quality products at deeply discounted prices. We obtained a controlling
interest in TheCloseout.com subsequent to the end of fiscal 2020 on February 5, 2021.
Interactive Video and Digital Commerce Retailing
The primary distribution platform of our interactive video and digital commerce retail business is our 24-hour television
shopping network, ShopHQ, which is the third largest television shopping network in the United States. Our comprehensive
online ShopHQ website complements our network with a combination of products featured on TV as well
4
Table of Contents
as a strong collection of online-only products. Consolidated net sales, including shipping and handling revenues, totaled $454.2
million, $501.8 million and $596.6 million for fiscal 2020, fiscal 2019 and fiscal 2018. We offer several convenient methods for a
customer to purchase items, including our toll-free telephone number, directly online, or using mobile devices. Our television
programming is primarily produced at our Eden Prairie, Minnesota headquarters facility. We also produce programming remotely
on-location during special events. The programming is transmitted nationally via satellite to cable system operators, direct-to-
home satellite providers, broadcast television station operators and OTT platforms.
ShopHQ Products and Product Mix
We have two reporting segments: ShopHQ and Emerging. Our ShopHQ segment includes products sold on our digital
commerce platforms, including jewelry & watches, home & consumer electronics, beauty & wellness, and fashion & accessories.
Historically jewelry & watches has been our largest merchandise category. While changes in our product mix have occurred as a
result of customer demand and other factors including our efforts to diversify our offerings within our major merchandise
categories, jewelry & watches remained our largest merchandise category during fiscal 2020. We are focused on diversifying our
merchandise assortment within our existing product categories as well as by offering potential new product categories, including
proprietary, exclusive and name-brands, in an effort to increase revenues, gross profits and to grow our new and active customer
base. The following table shows our ShopHQ segment merchandise mix as a percentage of total digital commerce net
merchandise sales for the periods indicated by product category group.
Net Merchandise Sales by Category
Jewelry & Watches
Home & Consumer Electronics
Beauty & Wellness
Fashion & Accessories
Fiscal 2020 Fiscal 2019 Fiscal 2018
41 %
16 %
32 %
11 %
44 %
23 %
18 %
15 %
38 %
25 %
19 %
18 %
Jewelry & Watches. We feature a broad assortment of jewelry from fine to fashion, silver to gold, genuine gemstones to
simulated diamonds. In addition, we offer an extensive collection of men’s and women’s watches from classic to modern designs.
Home & Consumer Electronics. We feature home décor, cookware, kitchen electrics, tabletop accessories and home
furnishings. Our consumer electronics category offers current technology trends and solutions from some of the world’s most
recognized brands.
Beauty & Wellness. Our assortment features a variety of skincare, cosmetics, hair care and bath & body products in
addition to supplements and light fitness equipment.
Fashion & Accessories. We offer fashionable looks that strike a balance between current trends and essentials with an
assortment of apparel, outerwear, intimates, handbags, accessories and footwear.
Emerging
Our Emerging reportable segment consists of our developing business models. This segment includes the Company’s
Media Commerce Services, which includes creative and interactive advertising, OTT app services (Float Left) and third-party
logistics services (i3PL). Float Left is 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
Emerging segment also encompasses ShopHQHealth, ShopBulldogTV, J.W. Hulme, and OurGalleria.com. ShopHQHealth is a
health and wellness focused network that offers a robust assortment of products and services dedicated to addressing the physical,
spiritual and mental health needs of its customers. ShopBulldogTV is a niche television shopping network geared towards male
consumers. J.W. Hulme is a business specializing in artisan-crafted leather products, including handbags and luggage. J.W.
Hulme products are distributed primarily through jwhulme.com, retail stores, and programming on ShopHQ.
Company Strategy
As a leading interactive media company that owns a growing portfolio of lifestyle television networks, consumer brands
and media commerce services, our core strategy involves developing and growing multiple monetization models,
5
Table of Contents
through TV retailing, e-commerce, advertising and service fees, to drive overall growth in our business. We expect these models
to build upon our core strengths and provide us with an advantage in the marketplace.
Our strategy includes offering our curated assortment of proprietary, exclusive (i.e., products that are not readily available
elsewhere), emerging and name-brand products. Our programming is distributed through our video commerce infrastructure,
which currently includes television access to more than 80 million homes in the United States, primarily on cable and satellite
systems as well as over-the-air broadcast and OTT platforms. Our merchandising plan is focused on delivering a balanced
assortment of profitable products presented in an engaging, entertaining, shopping-centric format using our unique expertise in
storytelling and “live on location” broadcasting. We are also focused on growing our high lifetime value customer file and
growing our revenues, through social, mobile, online, and OTT platforms, as well as leveraging our capacity, system capability
and expertise in distribution and product development to generate new business relationships. We believe these initiatives will
position us to deliver a more engaging and enjoyable customer experience with product offerings and service that exceed
customer expectations. On August 21, 2019, we changed the name of the Evine network back to ShopHQ, which was the name of
the network in 2014. We believe ShopHQ is easier to recognize for existing television retailing customers.
Our growth strategy also includes building profitable niche interactive media networks and services, such as
ShopBulldogTV, ShopHQHealth and LaVenta. ShopBulldogTV, which launched in the fourth quarter of fiscal 2019, is an omni-
channel, television shopping brand that sells and advertises men's merchandise and services, and the aspirational lifestyles
associated with its brands and personalities. ShopHQHealth, a new health and wellness television retailing network, launched on
September 1, 2020 in approximately 15 million homes. In addition, in 2021, we expect to launch LaVenta, a new omni-channel,
Spanish language, television shopping brand centered on the Latin culture to sell and advertise merchandise, services and
personalities, celebrating aspirational lifestyles. To grow our service revenue, we launched Media Commerce Services, which
includes creative and interactive services and third-party logistics services (i3PL). We plan to expand our service offerings to
provide a “one-stop commerce services offering” targeting brands interested in propelling their growth using our unique
combination of assets in television, web and third-party logistics services. Media Commerce Services includes, Float Left, which
we acquired in fiscal 2019. Float Left is 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.
Our strategy is to utilize Float Left’s team and technology platform to further grow our content delivery capabilities in OTT
platforms while providing new revenue opportunities.
Our growth strategy also includes the development of exclusive and innovative brands, such as our Shaquille O’Neal
branded products; J.W. Hulme; and Christopher & Banks. Our Shaquille O’Neal branded products, which include kitchenware,
cookware, and grill products, are promoted through our live broadcast program, “Learning to Cook with Shaq,” on our ShopHQ
and ShopBulldogTV networks and are also distributed in select Target and Sam’s Club stores. The J.W. Hulme brand is artisan-
crafted leather products, including handbags and luggage. We plan to accelerate J.W. Hulme's revenue growth through its own
programming on ShopHQ and utilizing J.W. Hulme to craft private-label accessories for the Company's existing owned and
operated fashion brands. The Christopher & Banks brand is a specialty retailer of privately branded women's apparel and
accessories and our strategy is to leverage our interactive media and ecommerce assets to drive growth of the Christopher &
Banks products in all sales channels.
Television Program Distribution and Online Operations
Our television programming has continued to be the most significant medium through which we reach our customers, and
we believe that our television shopping programs have been a key driver of traffic to our website and mobile platforms. Our
online business represents an important component of our future growth opportunities, and we plan to continue to invest in and
enhance our online-based capabilities and mobile presence. Our digital sales penetration, or, the percentage of net sales that are
generated from our ShopHQ website and mobile platforms, which are primarily ordered directly online, was 50.8%, 52.7% and
53.1% in fiscal 2020, fiscal 2019 and fiscal 2018. Our mobile penetration was 55.5%, 57.3% and 54.0% of total online sales
during fiscal 2020, fiscal 2019 and fiscal 2018.
Television Shopping Network
Satellite Delivery of Programming. Our television programming is presently distributed via a communications satellite
transponder to cable systems and direct-to-home satellite providers. We have a satellite lease agreement with our
6
Table of Contents
present provider of satellite services. Pursuant to the terms of this agreement, we distribute our television programming via a
satellite that was launched in August 2005 and is set to expire in October 2025. The agreement provides us, under certain
circumstances, with preemptible back-up services if satellite transmission is interrupted.
Television Distribution. We generally operate under distribution agreements with cable operators, direct-to-home satellite
providers and telecommunications companies to distribute our television programming over their systems. The terms of the
distribution agreements typically range from one to five years. During any fiscal year, certain agreements with cable, satellite or
other distributors may or have expired. Under certain circumstances, we or our distributors may cancel the agreements prior to
their expiration. Additionally, we may elect not to renew distribution agreements whose terms result in sub-standard or negative
contribution margins. The distribution agreements generally provide that we will pay each operator a monthly access fee, based
on the number of homes receiving our programming, and in some cases marketing support payments. We frequently review
distribution opportunities with cable system operators and broadcast stations providing for full- or part-time carriage of our
programming.
During fiscal 2020, there were approximately 127 million homes in the United States with at least one television set. Of
those homes, there were approximately 46 million cable television subscribers, approximately 22 million direct-to-home satellite
subscribers and approximately 8 million homes which receive programming through telecommunications companies, such as
AT&T and Verizon.
Our 24-hour television shopping network, ShopHQ, which is distributed primarily on cable and satellite systems, currently
reaches more than 80 million homes, or full time equivalent subscribers.
Television Distribution Rights. During fiscal 2020, we entered into certain affiliation agreements with television providers
for carriage of our television programming over their systems, including channel placement rights. As a result, we recorded a
television distribution rights asset of $43.6 million. The liability relating to the television distribution right was $36.5 million as
of January 30, 2021, of which $29.2 million was classified as current. We believe having favorable channel positioning within the
general entertainment area on the distributor's channel line-up positively impacts our sales. We believe that a portion of our sales
is attributable to purchases resulting from channel "surfing" and that a channel position near popular cable networks increases the
likelihood of such purchases.
Online Presence
Our websites as well as our mobile platforms, provide customers with a shop anytime, anywhere experience and offer a
broad array of consumer merchandise, including all products featured on our television programming as well as merchandise
found only on our websites. The websites include additional resources, including a live stream of our television programming, an
archive of segments of recent past programming, videos of many individual products that the customer can view on demand, an
online program guide, customer-generated product reviews as well as information about our show hosts and guest personalities.
See “Regulation” below for a discussion of the regulatory environment in which our online presence operates.
Marketing and Merchandising
Television and Online Retailing
Our revenues are primarily generated from sales of merchandise offered through our interactive digital platforms, which
includes cable and satellite television, our websites, mobile devices, social media channels and OTT platforms. Our television
shopping businesses utilize live and selected taped television programming 24 hours a day, seven days a week, to create an
interactive, entertaining, and engaging experience that brings our merchandise to life through demonstration. Our product
strategy is to continue to develop and expand new product offerings across multiple merchandise categories based on customer
demand, as well as to offer competitive pricing and special values in order to drive new customers and maximize margin dollars
per minute. Our core digital commerce customers – those who interact with our ShopHQ network and transact through television,
online and mobile devices – are primarily women between the ages of 45 and 70. We also have a strong presence of male
customers of a similar age range. We believe our customers make purchases based on our unique products, quality merchandise
and value. We develop our programming schedule with product categories that appeal to specific viewer and customer profiles
targeting days of week and times of day they are most likely to be viewing our network. We feature announced and unannounced
promotions to drive interest and incremental sales, including
7
Table of Contents
"Today’s Top Value," a sales promotion that features a special offer every day. In addition, we also feature major and special
promotional events and inventory-clearance sales during different times of the year.
We continually introduce new products that are easily accessible to customers via our television, online and mobile
platforms. Inventory sources include manufacturers, wholesalers, distributors and importers. We intend to continue to develop
and promote proprietary brands and exclusive products, which generally have higher margins than widely sold merchandise,
across multiple product categories.
ShopHQ Private Label Consumer Credit Card Program
We have a private label consumer credit card program (the "Program"). The Program is made available to all qualified
consumers to finance ShopHQ purchases and provides benefits including instant purchase credits, free or reduced shipping
promotions throughout the year and promotional low-interest financing on qualifying purchases. We believe use of the ShopHQ
credit card furthers customer loyalty. We also believe that the card reduces total credit card expense and reduces the Company’s
overall bad debt exposure since Synchrony Financial ("Synchrony"), the issuing bank for the program, bears the risk of non-
payment on ShopHQ credit card transactions except those in our ValuePay installment payment program. In July 2020, we
extended the Program through August 2021 by entering into a Private Label Consumer Credit Card Program Agreement
Amendment with Synchrony. Approximately 19%, 21% and 21% of our customer purchases were paid for using our private label
consumer credit card during fiscal 2020, 2019 and 2018.
Purchasing Terms
We obtain products for our interactive digital commerce businesses from domestic and foreign manufacturers and/or their
suppliers and are often able to make purchases on more favorable terms due to the volume of products purchased or sold. Some
of our purchasing arrangements with our vendors include inventory terms that allow for return privileges for a portion of the
order or stock balancing. In January 2020, we extended our standard payment terms with our merchandise vendors to improve
our working capital and align with other large national retailers. We generally do not have long-term commitments with our
vendors, and a variety of sources are available for each category of merchandise sold. During fiscal 2020, 2019 and 2018,
products purchased from one vendor accounted for approximately 20%, 19% and 14% of our consolidated net sales. During fiscal
2020, products purchased from a second vendor accounted for approximately 14% of our consolidated net sales. Both vendors are
related parties and additional information is contained in Note 19 – “Related Party Transactions” in the notes to our consolidated
financial statements. We believe that we could find alternative products for these vendors’ merchandise assortment if they ceased
supplying merchandise; however, the unanticipated loss of any large supplier could negatively impact our sales and earnings.
Order Entry, Fulfillment and Customer Service
Our products are available for purchase via toll-free telephone numbers, on our websites and through mobile platforms. We
maintain agreements with third party service providers to support us with volume peaks in demand for telephone order-entry
operators and automated order-processing services to take customer orders. We receive orders with our own home-based phone
agents, agents at our Bowling Green, Kentucky distribution center, and at our Eden Prairie, Minnesota corporate headquarters.
We own an approximately 600,000 square foot distribution facility in Bowling Green, Kentucky, used primarily for the
fulfillment of customer orders for merchandise purchased and sold by us and for certain call center operations.
The majority of customer purchases are paid for by credit or debit cards, including our private label credit card discussed
above. Purchases and installment charges made with the ShopHQ private label credit card are non-recourse to us, however, we
still maintain credit collection risk from the potential inability to collect future ValuePay installments. Our ValuePay program is
an interest-free installment payment program which allows customers to pay by credit card for certain merchandise in two or
more equal monthly installments. The percentage of our net sales in which our customers utilized our ValuePay payment program
over the past three fiscal years ranged from 55% to 67%. We intend to continue to sell merchandise using the ValuePay program
due to its significant promotional value.
We maintain a product inventory, which consists primarily of consumer merchandise held for resale. The product inventory
is valued at the lower of average cost or net realizable value. As of January 30, 2021 and February 1, 2020, we had inventory
balances of $68.7 million and $78.9 million.
8
Table of Contents
Merchandise is shipped to customers by UPS, the United States Postal Service, Federal Express or other recognized
carriers. We also have arrangements with certain vendors who drop-ship merchandise directly to our customers after an approved
customer order is processed.
We perform our customer service functions primarily at our Eden Prairie, Minnesota and Bowling Green, Kentucky
facilities, as well as with our own home-based phone agents.
Our standard return policy allows a 30-day refund period from the date of customer receipt for all customer purchases. Our
return rate averaged approximately 15%, 19% and 19% in fiscal 2020, fiscal 2019 and fiscal 2018. We continue to monitor our
return rates in an effort to keep our overall return rates in line and commensurate with our current product sales mix and our
average selling price levels.
Competition
The interactive digital commerce retail business is highly competitive, and we are in direct competition with numerous
retailers, including online retailers, many of whom are larger, better financed and have a broader customer base than we do. In
our television shopping and digital commerce operations, we compete for customers with other television shopping and e-
commerce retailers, infomercial companies, other types of consumer retail businesses, including traditional "brick and mortar"
department stores, discount stores, warehouse stores and specialty stores, catalog and mail order retailers and other direct sellers.
Our direct competitors within the television shopping industry include QVC, Inc. and HSN, Inc., which are owned by
Qurate Retail Inc. Both QVC, Inc. and HSN, Inc. are substantially larger than we are in terms of annual revenues and customers,
and the programming of each is carried more broadly to U.S. households, including high-definition bands and multi-channel
carriage, than our programming. Multimedia Commerce Group, Inc., which operates Jewelry Television, also competes with us
for customers in the jewelry category. In addition, there are a number of smaller niche retailers and startups in the television
shopping arena who compete with us. We believe that our major competitors leverage their economies of scale to incur cable and
satellite distribution fees representing a significantly lower percentage of their sales attributable to their television programming
than we do, and that their fee arrangements are substantially on a commission basis (in some cases with minimum guarantees)
rather than on the predominantly fixed-cost basis that we currently have. At our current sales level, our distribution costs as a
percentage of total consolidated net sales are higher than those of our competition. However, we have the ability to leverage this
fixed expense with sales growth to accelerate improvement in our profitability.
We anticipate continued competition for viewers and customers, for experienced television commerce and e-commerce
personnel, for distribution agreements with cable and satellite systems and for vendors and suppliers - not only from television
shopping companies, but also from other companies that seek to enter the television shopping and online retail industries,
including telecommunications and cable companies, television networks, and other established retailers. We believe that our
ability to be successful in the interactive digital commerce industry will be dependent on a number of key factors, including
continuing to expand our digital footprint to meet our customers' needs and increasing the lifetime value of our customer base by
a combination of growing the number of customers who purchase products from us and maximizing the dollar value of sales and
profitability per customer.
Regulation
Our businesses are subject to extensive regulation by federal and state authorities.
Regulation of Cable Television
The cable television industry is subject to extensive regulation by the FCC. The following does not purport to be a complete
summary of all of the provisions of the Communications Act of 1934, as amended ("Communications Act"), the Cable Television
Consumer Protection Act of 1992, the Telecommunications Act of 1996 ("Telecommunications Act"), or other laws and FCC
rules or policies that may affect our operations. Proposals for additional or revised regulations and requirements are pending
before, are being considered by, and may in the future be considered by, Congress and federal regulatory agencies from time to
time. We cannot predict the effect of any existing or proposed federal legislation, regulations or policies on our business.
9
Table of Contents
The cable television industry is also regulated by state and local governments with respect to certain franchising matters.
The FCC regulates the terms of cable programming networks that are distributed by satellite, as ours is. Those regulations
require, among other things, that programming channels be provided to all competing multichannel video programming
distributors (“MVPDs”). FCC rules also require that all video programming distributed over MVPDs include captioning for the
hearing-impaired, and that all programs that were originally produced to be viewed over MVPD facilities include captions if they
are subsequently distributed over the internet.
Regulation of our Online Presence
The FCC has required that all full-length television programming redistributed over the internet is captioned, and also
requires captioning of programming segments distributed over the internet that were shown on television with closed captions.
We currently provide closed captioning on full-length programming redistributed over the internet and other programming
segments as required by FCC rules.
Our e-commerce activities are subject to a number of general business regulations and laws regarding taxation and online
commerce. There have been continuing efforts to increase the legal and regulatory obligations and restrictions on companies
conducting commerce through the internet, primarily in the areas of taxation, consumer privacy and protection of consumer
personal information. A number of states impose data security requirements on companies that collect certain types of
information concerning their residents and other states may adopt similar requirements in the future. A patchwork of state laws
imposing differing security requirements depending on the residence of our customers could impose added compliance costs.
We have historically collected sales tax from customers in states where we have physical presence under the principles laid
out under the 1992 United States Supreme Court decision in Quill Corp. v. North Dakota and subsequent related state statutes and
regulations. We have continually monitored our physical presence activities, and have historically registered to collect sales tax
in multiple states and localities as physical activities have expanded. On June 21, 2018, the United States Supreme Court issued
its decision in the South Dakota v. Wayfair, Inc. et al, which overturned the Quill Corp. v. North Dakota physical presence
standard and allows state and local taxing jurisdictions to impose sales tax collection responsibilities on remote sellers like us
based solely on making a minimum level of sales into the state. We are monitoring state legislation activities in the wake of
South Dakota v. Wayfair, Inc. et al that would require us to register to collect sales tax in additional state and local taxing
jurisdictions and believe we have complied with new state sales tax legislation as enacted to date.
There are a number of federal laws that limit our ability to pursue certain direct marketing activities, including the
Telephone Consumer Protection Act, and the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003,
or the CAN-SPAM Act. The statutes govern when and how we may contact consumers through various communication methods,
including email, phone calls, faxes and texts, in some cases requiring consent and in others allowing a consumer to opt out of
certain communications. These types of regulation may limit our ability to pursue certain direct marketing activities, thus
potentially limiting our sales and number of customers.
Changes in consumer protection laws also may impose additional burdens on those companies conducting business online.
The adoption of additional laws or regulations may decrease the growth of the internet or other online services, which could, in
turn, decrease the demand for our products and services and increase our cost of doing business through the internet.
In addition, since our ShopHQ website is available over the internet in all states, various states may claim that we are
required to qualify to do business as a foreign corporation in such state, a requirement that could result in fees and taxes as well
as penalties for the failure to comply. Any new legislation or regulation, the application of laws and regulations from jurisdictions
whose laws do not currently apply to our business or the application of existing laws and regulations to the internet and other
online services could have a material adverse effect on the growth of our business in this area.
Regulation of our Product Marketing
We offer our customers a broad range of merchandise through television, online and mobile. The manner in which we
promote and sell our merchandise, including claims and representations made in connection with these efforts, is regulated by a
wide variety of federal, state and local laws, regulations, rules, policies and procedures. Some examples of
10
Table of Contents
these that affect the manner in which we sell and promote merchandise or otherwise operate our businesses include, but are not
limited to, the following:
●
●
The Food and Drug Administration’s regulations regarding marketing claims that can be made about cosmetic beauty
products and over-the-counter drugs, which include products for treating acne or medical products, and claims that can
be made about food products and dietary supplements;
The Federal Trade Commission’s regulations requiring that marketing claims across all product and service categories
are truthful, not misleading, and substantiated, as well as its related regulations requiring disclosures concerning the
seller’s material connections with or compensation to endorsers and influencers;
● Regulations related to product safety issues and product recalls including, but not limited to, the Consumer Product
Safety Act, the Consumer Product Safety Improvement Act of 2008, the Federal Hazardous Substance Act, the
Flammable Fabrics Act and regulations promulgated pursuant to these acts; and
●
Laws governing the collection, use, retention, security and transfer of personally-identifiable information about our
customers.
These laws, regulations, rules, policies and procedures are subject to change at any time. Unfavorable changes applicable to
us could decrease demand for merchandise offered by us, increase costs which we may not be able to offset, subject us to
additional liabilities and/or otherwise adversely affect our businesses.
Intellectual Property
We regard our intellectual property, including trademarks, service marks, copyrights, patents, domain names, trade dress,
trade secrets and proprietary technologies, as critical to our success. We rely on intellectual property protections and on
confidentiality and/or license agreements with our employees, vendors, partners and others to protect our proprietary rights. We
have registered, or applied for the registration of, a number of U.S. domain names, trademarks and service marks. Our registered
trademarks and service marks are presumed valid in the United States, as long as they are in use, their registrations are properly
maintained, and they have not been found to have become generic. Registrations of trademarks and service marks can also
generally be renewed indefinitely as long as the trademarks and service marks are in use.
Seasonality and Economic Sensitivity
Our business is subject to seasonal fluctuation, with the highest sales activity normally occurring during our fourth fiscal
quarter of the year, namely November through January. Our business is also sensitive to general economic conditions and
business conditions affecting consumer spending including, for example, the COVID-19 pandemic. Additionally, our television
audience (and therefore sales revenue) can be significantly impacted by major world or domestic television-covering events
which attract viewership and divert audience attention away from our programming.
Employees and Human Capital Resource Management
Our key human capital management objectives are to attract, retain and develop the highest quality talent. To achieve these
objectives, our human resources programs are designed to prepare our talent for critical roles and leadership positions for the
future; reward and support employees through competitive pay and benefits; enhance our culture through efforts aimed at making
the workplace more engaging and inclusive; and acquire talent and facilitate internal talent mobility to create a high-performing
and diverse workforce. At January 30, 2021, we had approximately 780 employees, of which 645 were full-time employees. The
majority of whom are employed in customer service, order fulfillment and television production. We are not a party to any
collective bargaining agreement with respect to our employees.
Diversity and Inclusion
We believe our equitable and inclusive employment environment underpinned with diverse teams enables us to create,
develop and implement core values that leverage the strengths of our workforce to exceed customer expectations and meet our
growth objectives. We bring together our employees from all different backgrounds to solve our clients’ diverse demands and
viewpoints.
11
Table of Contents
Current initiatives we are working on include employee experience, talent acquisition, external relationships, and
community involvement. We place a high value on inclusion and strive to encourage our employees to partner with one another
and their communities at large to create a connected community in the truest sense of the word. We are committed to having a
diverse talent pipeline by recruiting diverse talent across all leadership and skill areas. We are committed to equal employment
opportunity and pay equality, regardless of gender, race/ethnicity or background.
It is our intent to create a network where our customers, no matter their gender, race, ethnicity, religion, political views or
any other characteristic, feel safe and welcome when they tune in. To create such an environment starts with our employees, and
we strive to ensure that we create a diverse, inclusive, and dynamic working environment for our employees.
Segments and Geographic Information
We have two reporting segments: “ShopHQ” and “Emerging.” These segments reflect the way our chief operating decision
maker (which is our Chief Executive Officer and Interim Chief Financial Officer) evaluates the Company’s business performance
and manages its operations. Nearly all of our sales are to customers residing in the United States. See Note 11 - "Business
Segments and Sales by Product Group" in the notes to our consolidated financial statements for additional information.
ShopHQ
The ShopHQ segment encompasses our nationally distributed shopping entertainment network. ShopHQ sells and
distributes its products to consumers through its video commerce television, online website and mobile platforms.
Emerging
The Emerging segment consists of our developing business models. This segment includes our Media Commerce Services,
which includes creative and interactive services and third-party logistics services (i3PL). The Emerging segment also
encompasses ShopHQHealth, ShopBulldogTV and our recently acquired businesses, J.W. Hulme and Float Left. ShopHQHealth
is a health and wellness focused network that offers a robust assortment of products and services dedicated to addressing the
physical, spiritual and mental health needs of its customers. ShopBulldogTV is a niche television shopping network geared
towards male consumers. J.W. Hulme is a business specializing in artisan-crafted leather products, including handbags and
luggage. J.W. Hulme products are distributed primarily through jwhulme.com, retail stores, and programming on ShopHQ. Float
Left is 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.
Available Information
Our corporate website address is www.imediabrands.com. Our annual report on Form 10-K, quarterly reports on Form 10-
Q and current reports on Form 8-K, proxy and information statements, and amendments to these reports if applicable, are
available, without charge, on our investor relations website at investors.imediabrands.com as soon as reasonably practicable after
they are electronically filed with or furnished to the SEC. Copies also are available, without charge, by contacting the General
Counsel, iMedia Brands, Inc., 6740 Shady Oak Road, Eden Prairie, Minnesota 55344-3433. Our goal is to maintain the investor
relations website as a way for investors to easily find information about us, including press releases, announcements of investor
conferences, investor and analyst presentations and corporate governance. The information found on our website is not part of
this or any other report we file with, or furnish to, the SEC. The SEC also maintains a website at www.sec.gov that contains
reports, proxy and information statements and other information regarding us and other companies that file materials with the
SEC electronically.
Item 1A. Risk Factors
Our businesses are subject to many risks. The following are material factors known to us that could have a material adverse
affect on our business, reputation, operating results, industry, financial position, or future financial performance. The following
risks should be considered in evaluating an investment in our company.
12
Table of Contents
Risks Regarding Our Business
We have a history of losses and a high fixed cost operating base and may not be able to achieve or maintain profitable
operations in the future.
We experienced operating losses of approximately $7.9 million, $52.5 million and $18.6 million in fiscal 2020, fiscal 2019
and fiscal 2018. We reported net losses of $13.2 million, $56.3 million and $22.2 million in fiscal 2020, fiscal 2019 and fiscal
2018. There is no assurance that we will be able to achieve or maintain profitable operations in future fiscal years.
Our television shopping business operates with a high fixed cost base, primarily driven by fixed fees under distribution
agreements with cable and direct-to-home satellite providers to carry our programming. In order to operate on a profitable basis,
we must reach and maintain sufficient annual sales revenues to cover our high fixed cost base and/or negotiate a reduction in this
cost structure. If our sales levels are not sufficient to cover our operating expenses, our ability to reduce operating expenses in the
near term will be limited by the fixed cost base. In that case, our earnings, cash balance and growth prospects could be materially
adversely affected.
We have had a historic trend of operating losses, which, if not reversed, could reduce our operating cash resources to the
point where we will not have sufficient liquidity to meet the ongoing cash commitments and obligations to continue operating
our business.
As of January 30, 2021, we had approximately $15.5 million in unrestricted cash. We expect to use our cash and available
credit line to finance our working capital requirements and to make necessary capital expenditures in order to operate our
business and to fund any further operating losses. We have had a historic trend of operating losses, which, if not reversed, could
reduce our operating cash resources to the point where we would not be able to adequately fund working capital requirements or
necessary capital expenditures.
The Company has 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 includes CIBC Bank USA (formerly known as The Private Bank) as part of the facility, provides a revolving line of credit
of $70.0 million and provides for a term loan on which we had originally drawn to fund improvements at our distribution facility
in Bowling Green, Kentucky and subsequently to pay down our previously outstanding term loan with GACP Finance Co., LLC.
The PNC Credit Facility also provides an accordion feature that would allow us to expand the size of the revolving line of credit
by an additional $20.0 million at the discretion of the lenders and upon certain conditions being met. Maximum borrowings and
available capacity under the amended revolving PNC Credit Facility are equal to the lesser of $70 million or a calculated
borrowing base comprised of eligible accounts receivable and eligible inventory.
All borrowings under the PNC Credit Facility mature and are payable on July 27, 2023. Remaining capacity under the PNC
Credit Facility, was $12.5 million as of January 30, 2021. To remain in compliance with our PNC Credit Facility, we must meet
customary covenants and conditions, including, among other things, maintaining a minimum of unrestricted cash plus unused line
availability of $10.0 million at all times. Certain financial covenants, including minimum EBITDA levels (as defined in the PNC
Credit Facility) and a minimum fixed charge coverage ratio of 1.1 to 1.0, become applicable only if unrestricted cash plus unused
line availability falls below $10.8 million.
On February 22, 2021, we completed a public offering, in which we sold 3,289,000 shares of our 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 $21.2 million. Please refer to Note 22 - “Subsequent Events” in the notes to our consolidated financial
statements for additional information.
We have significant future commitments for our cash, which primarily include payments for cable and satellite program
distribution obligations and the eventual repayment of the PNC Credit Facility. Based on our current projections for fiscal 2022,
we believe that our existing cash balances and available credit line will be sufficient to maintain liquidity to fund our normal
business operations over the next twelve months. We further believe that our financial resources, along with managing expenses,
will allow us to manage the anticipated impact of COVID-19 on our business operations for the foreseeable future which may
include reduced sales and net income levels for the Company. However, the PNC Credit Facility includes certain restrictions on
our ability to incur additional indebtedness or prepay existing indebtedness, to
13
Table of Contents
create liens or other encumbrances, to sell or otherwise dispose of assets, and to merge or consolidate with other entities, which
may be necessary in times of liquidity constraints. Therefore, there can be no assurance that, if required, we would be able to
raise additional capital or reduce spending to have sufficient liquidity to meet our ongoing cash commitments and obligations to
continue operating our business.
Covenants in our debt agreements restrict our business in many ways.
The PNC Credit Facility contains various covenants that limit our ability and/or our subsidiaries’ ability to, among other
things, 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 common shareholders. In addition, certain financial covenants, including minimum EBITDA levels and a minimum
fixed charge coverage ratio, become applicable if unrestricted cash plus facility availability falls below $10.8 million or upon an
event of default. Please refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of
Operations-Financial Condition, Liquidity and Capital Resources-Sources of Liquidity” below for a discussion of the PNC Credit
Facility. Upon the occurrence of an event of default under the PNC Credit Facility, the lender could elect to declare all amounts
outstanding under the PNC Credit Facility to be immediately due and payable and terminate all commitments to extend further
credit. If we were unable to repay those amounts, the lender could proceed against the collateral granted to them to secure that
indebtedness. The PNC Credit Facility is secured by substantially all of the Company’s personal property, as well as the
Company’s real properties located in Eden Prairie, Minnesota and Bowling Green, Kentucky. If the lender and counter parties
under the PNC Credit Facility accelerate the repayment of obligations, we may not have sufficient assets to repay such
obligations. Our borrowings under the PNC Credit Facility are at variable rates of interest and expose us to interest rate risk. If
interest rates increase, our debt service obligations on the variable rate indebtedness will also increase even though the amount
borrowed remains the same, and our net income would decrease.
Our business, financial condition and results of operations are negatively influenced by economic conditions that impact
consumer spending. If macroeconomic conditions do not continue to improve or if conditions worsen, our business could be
adversely affected.
Retailers generally are particularly sensitive to adverse economic and business conditions, in particular to the extent they
result in a loss of consumer confidence and a decrease in consumer spending, particularly discretionary spending. If
macroeconomic conditions do not continue to improve or if conditions worsen, it could have a negative impact on our business,
financial condition and results of operations (see our risk factor on the COVID-19 pandemic below).
Our results of operations may be adversely impacted by the ongoing COVID-19 pandemic, and the duration and extent to
which it will impact our results of operations remains uncertain. Our operations may also be limited or impacted by
government monitoring and/or regulation of product sales in connection with the COVID-19 pandemic.
The global spread of COVID-19 has created significant volatility and uncertainty and economic disruption. The extent to
which the COVID-19 pandemic impacts our business, operations, financial results and financial condition will depend on
numerous evolving factors which are uncertain and cannot be predicted, including: the duration and scope of the pandemic;
governmental, business and individuals’ actions taken in response; the effect on our customers and customers’ demand for our
services and products; the effect on our suppliers and disruptions to the global supply chain; our ability to sell and provide our
services and products, including as a result of travel restrictions and people working from home; disruptions to our operations
resulting from the illness of any of our employees, including employees at our fulfillment center; restrictions or disruptions to
transportation, including reduced availability of ground or air transport; the ability of our customers to pay for our services and
products; and any closures of our and our suppliers’ and customers’ facilities. We have been experiencing disruptions to our
business as we implement modifications to employee travel, employee work locations and cancellation of events, among other
modifications. In addition, the impact of COVID-19 on macroeconomic conditions may impact the proper functioning of
financial and capital markets, commodity and energy prices, and interest rates. If any of these effects of the COVID-19 pandemic
were to worsen, it could result in lost or delayed revenue to us. Even after the COVID-19 pandemic has subsided, we may
continue to experience adverse impacts to our business as a result of any economic recession or depression that has occurred or
may occur in the future. Any of these events could amplify the other risks and uncertainties described in this Annual Report on
Form 10-K and could materially adversely affect our business, financial condition, results of operations and/or stock price.
14
Table of Contents
We are subject to work from home orders and other operations restrictions that could limit our ability to operate our
business.
We are subject to work-from-home orders and other limitations on our business in the states in which we operate. The
restrictions, among other things, require us to operate with only certain employees in-person at our facilities. We have focused on
taking necessary steps to keep our employees, contractors, vendors, customers, guests, and their families safe during these
uncertain times, which has required that we mandate that non-essential personnel work from home, reduce the number of
personnel who are allowed in our facilities and on our production set, and implement increased cleaning protocols, social
distancing measures, and temperature screenings for those personnel who enter our facilities. We have also mandated that all
essential personnel who do not feel comfortable coming to work will not be required to do so. These limitations, as well as
additional restrictions that could be placed on our ability to operate by federal, state or local governments, could impact our
ability to operate our television shopping, distribution and other businesses, including by reducing the quality of our broadcasts or
delaying shipment of our products. This could reduce our profitability and impact our results of operations.
Our long-term success depends, in large part, on our continued ability to attract new and retain existing customers in a
cost-effective manner.
In an effort to attract and retain customers, we use considerable funds and resources for various marketing and
merchandising initiatives, particularly for the production and distribution of television programming and the updating of our
digital strategy to increasingly engage customers through digital channels and social media. These initiatives, however, may not
resonate with existing customers or consumers generally or may not be cost-effective.
We believe that costs associated with the production and distribution of our television programming and costs associated
with digital marketing, including search engine marketing and social media marketing, may increase in the foreseeable future.
Our digital business depends on a high degree of website traffic, which is dependent on many factors, including the availability of
appealing website content, user loyalty and new user generation from search engine portals. In obtaining a significant amount of
website traffic through search engines, we utilize techniques such as search engine optimization and search engine marketing to
improve our placement in relevant search queries. Search engines, including Google, frequently update and change the logic that
determines the placement and display of a user’s search, such that the purchased or algorithmic placement of links to our websites
can be negatively affected. Moreover, a search engine could, for competitive or other purposes, alter its search algorithms or
results causing our website to place lower in search query results. If a major search engine changes its algorithms in a manner that
negatively affects our paid or unpaid search ranking, or if competitive dynamics impact the effectiveness of our search engine
optimization and search engine marketing in a negative manner, the business and financial performance of our digital commerce
business could be adversely affected. Furthermore, the failure to successfully manage our search engine optimization and search
engine marketing strategies could result in a substantial decrease in traffic to our website, as well as increased costs if we were to
replace free traffic with paid traffic. Even if our online commerce businesses are successful in generating a high level of website
traffic, no assurance can be given that our business will be successful in achieving repeat user loyalty or that new visitors will
explore the offerings on our site. Monetizing this traffic by converting users to consumers is dependent on many factors,
including availability of inventory, consumer preferences, price, ease of use and website quality. No assurance can be given that
the fees paid to search portals will not exceed the revenue generated by our website visitors. Any failure to sustain user traffic or
to monetize such traffic could materially adversely affect the financial performance of our business and, as a result, adversely
affect our financial results. In addition, customers continue to increase their expectations for faster delivery times with free or
reduced shipping prices. Increased delivery costs, particularly if we are unable to offset them by increasing prices without a
detrimental effect on customer demand, and the extent to which we offer shipping promotions to our customers, could have an
adverse effect on our business, financial condition and results of operations.
Our inability to recruit and retain key employees may adversely impact our ability to sustain growth.
Our growth is contingent, in part, on our ability to retain and recruit employees who have the distinct skills necessary for a
business that demands knowledge of the general retail industry, merchandising and product sourcing, television production,
televised and internet-based marketing and fulfillment. In recent years, we have experienced significant senior management
turnover and reductions in force as discussed in Note 21 - "Executive and Management Transition Costs" and Note 20 -
"Restructuring Costs" in the notes to our consolidated financial statements. The marketplace for such key
15
Table of Contents
employees is very competitive and limited. Our growth may be adversely impacted if we are unable to attract and retain key
employees. In addition, turnover of senior management can adversely impact our stock price, our results of operations, our
vendor relationships and may make recruiting for future management positions more difficult. Further we may incur significant
expenses related to any executive transition costs that may impact our operating results. For example, in fiscal 2019 and fiscal
2018, the Company recorded charges to income of $2.7 million and $2.1 million related to executive and management transition
costs incurred, which included severance payments and other incremental expenses.
Our ValuePay installment payment program could lead to significant unplanned credit losses if our credit loss rate
materially deteriorates.
We utilize an installment payment program called ValuePay that enables customers to purchase merchandise and pay for
the merchandise in two or more monthly installments. Our ValuePay installment program is a key element of our promotional
strategy. As of January 30, 2021, we had approximately $49.7 million due from customers under the ValuePay installment
program. We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to
make required payments. There is no guarantee that we will continue to experience the same credit loss rate that we have in the
past or that losses will be within current provisions. A significant increase in our credit losses above what we have been
experiencing could result in a material adverse impact on our financial performance.
We rely on a limited number of independent shipping companies to deliver our merchandise. If our independent shipping
companies fail to deliver our merchandise in a timely and accurate manner, our reputation and brand may be damaged. If
relationships with our independent shipping companies are terminated, we may experience an increase in delivery costs.
We rely on a limited number of shipping companies to deliver inventory to us and completed orders to our customers. If we
are not able to negotiate acceptable terms with these companies or they experience performance problems or other difficulties, it
could negatively impact our operating results and customer experience. In addition, our ability to receive inbound inventory
efficiently and ship completed orders to customers also may be negatively affected by inclement weather, fire, flood, power loss,
earthquakes, labor disputes, acts of war or terrorism, acts of God, and similar factors. Any strike, work stoppage or slowdown at
one of our limited number of shipping companies could cause significant delays in our product shipments, a loss of sales and/or
an increase in delivery costs.
The seasonality of our business places increased strain on our operations.
A disproportional amount of our sales activity normally occurs in our fourth fiscal quarter of the year, namely
November through January. If we do not stock or restock popular products sufficient to meet customer demand, our business
would be adversely affected. If we overstock products, we may be required to take significant inventory markdowns or write-offs,
which could reduce profitability. We may experience an increase in our net shipping cost due to complimentary upgrades, split-
shipments and additional long-zone shipments necessary to ensure timely delivery for the holiday season. Additionally, we may
be unable to adequately staff our fulfillment and customer service centers during peak periods, and delivery services and other
fulfillment companies and customer service providers may be unable to meet the seasonal demand. The occurrence of any of
these factors could have an adverse effect on our business.
Any acquisition we make could adversely impact the Company’s performance.
From time to time we may acquire other businesses. An acquisition involves certain inherent risks, including the failure to
retain key personnel from an acquired business; undisclosed or subsequently arising liabilities; failure to successfully integrate
operations of the acquired business into our existing business, such as new product offerings or information technology systems;
failure to generate expected synergies such as cost reductions or revenue gains; and the potential diversion of management
resources from existing operations to respond to unforeseen issues arising in the context of the integration of a new business.
Additionally, we may incur significant expenses in connection with acquisitions and our overall profitability could be adversely
affected if our associated investments and expenses are not justified by the revenues and profits, if any.
16
Table of Contents
Risks Relating to the Products We Market and Sell
We depend on relationships with numerous manufacturers and suppliers for our products and proprietary brands; a
decrease in product quality or an increase in product cost, the unanticipated loss of our larger suppliers, or the lack of
customer receptivity or brand acceptance to our proprietary brands could impact our sales.
We procure merchandise from numerous manufacturers and suppliers generally pursuant to short-term contracts and
purchase orders. We depend on the ability of these parties to timely produce and deliver goods that meet applicable quality
standards, which is impacted by a number of factors not within the control of these parties, such as political or financial
instability, trade restrictions, tariffs, currency exchange rates, and transport capacity and costs, among others, and to deliver
products that meet or exceed our customers’ expectations.
Our failure to identify new vendors and manufacturers, maintain relationships with a significant number of existing vendors
and manufacturers and/or access quality merchandise in a timely and efficient manner could cause us to miss customer delivery
dates or delay scheduled promotions, which could result in the failure to meet customer expectations and could cause customers
to cancel orders or cause us to be unable to source merchandise in sufficient quantities, which could result in lost sales.
It is possible that one or more of our significant brands or vendors could experience financial difficulties, including
bankruptcy, be unable to supply us their product or choose to stop doing business with us, such as a major beauty brand who
chose to leave our network during the second quarter of fiscal 2018 which had a significant negative effect on our fiscal 2018
results. The unanticipated loss of one or a number of our significant brands or vendors, could materially and adversely impact our
sales and profitability.
Our efforts to accelerate the development of proprietary brands may require working capital investments for the
development and promotion of new brands and concepts. In addition, factors such as minimum purchase quantities and reduced
merchandise return rights, typically associated with the purchasing of products associated with proprietary brands, can lead to
excess on-hand inventory if sales of these brands do not meet our expectations due to a lack of customer receptivity or brand
acceptance. Our ability to successfully offer a wider assortment of proprietary merchandise may also be adversely impacted if
any of the risks mentioned above related to our manufacturers and suppliers materialize.
If we do not manage our inventory effectively, our sales, gross profit and profitability could be adversely affected.
Our profitability depends on our ability to manage appropriate inventory levels and respond quickly to shifts in consumer
demand patterns. We are also exposed to significant inventory risks that may adversely affect our operating results as a result of
seasonality, new product launches, rapid changes in product cycles, trends and pricing, defective merchandise, spoilage, and
other factors. Additionally, the acquisition of certain types of inventory may require significant lead-time and prepayment and
they may not be returnable. If we do not identify and respond to emerging trends in consumer spending and preferences quickly
enough, we may harm our ability to retain our existing customers or attract new customers. If we purchase too much inventory,
we may be forced to sell our merchandise at lower average margins through increased markdowns, which could adversely affect
our results of operations, our overall gross margins and our profitability.
We may be subject to product liability claims if people or properties are harmed by products sold or developed by us, or we
may be subject to voluntary or involuntary product recalls, or subject to liability for on-air statements made by our hosts or
guest-hosts.
Products sold or developed by us may expose us to product liability or product safety claims relating to personal injury,
death or property damage caused by such products and may require us to take actions such as product recalls, which could
involve significant expense incurred by the Company.
We maintain, and have generally required the manufacturers and vendors of these products to carry product liability and
errors and omissions insurance. We also require that our vendors fully indemnify us for such claims. There can be no assurance
that we will maintain this insurance coverage or obtain additional coverage on acceptable terms, or that this insurance will
provide adequate coverage against all potential claims or even be available with respect to any particular claim. There also can be
no assurance that our suppliers will continue to maintain this insurance or that this coverage will
17
Table of Contents
be adequate or available with respect to any particular claims or will fulfill their contractual indemnification duties. Product
liability claims could result in a material adverse impact on our financial performance.
We may also be subject to involuntary product recalls or we may voluntarily conduct a product recall. The costs associated
with product recalls individually or in the aggregate in any given fiscal year, or for any particular recall event, could be
significant. Although we maintain product recall insurance, and we require that our vendors fully indemnify us for such events,
an involuntary product recall could result in a material adverse impact on our financial performance. In addition, any product
recall, regardless of direct costs of the recall, may harm consumer perceptions of our products and have a negative impact on our
future revenues and results of operations.
In addition, the live unscripted nature of our television broadcasting may subject us to misrepresentation or false
advertising claims by our customers, the Federal Trade Commission and state attorneys general. Our Company is subject to two
FTC consent decrees, one issued in 2001 and one issued in 2003; both have a duration of 20 years. They consist of claims
involving recordkeeping, compliance policies, and attention to detail on claim substantiation. Violations of these decrees could
result in significant civil fines and penalties.
Risks Regarding Our Securities
Our stock price has experienced a significant decline, which could further adversely affect our ability to raise additional
capital and/or cause us to be subject to securities class action litigation.
The market price of our common stock has experienced a significant decline from which it has not fully recovered. In 2015,
the market price of our common stock, as reported on The Nasdaq Global Market, declined from a high of $69.90 in the first
quarter of 2015 to a low of $1.35 in the first quarter of 2020. Most recently, on April 21, 2021, the market price of our common
stock, as reported on The Nasdaq Capital Market, closed at a price of $7.13 per share. The prices at which our common stock are
quoted and the prices which investors may realize will be influenced by several factors, some specific to our company and
operations and some that may affect our sector or public companies generally. Our progress in developing and commercializing
our products, our quarterly operating results, announcements of new products by us or our competitors, our perceived prospects,
changes in securities’ analysts’ recommendations or earnings estimates, changes in general conditions in the economy or the
financial markets, adverse events related to our strategic relationships, significant sales of our common stock by existing
stockholders and other developments affecting us or our competitors could cause the market price of our common stock to
fluctuate substantially. In addition, in recent years, including the first half of 2020, the stock market has experienced extreme
price and volume fluctuations. This volatility has had a significant effect on the market prices of securities issued by many
companies for reasons unrelated to their operating performance. These market fluctuations, regardless of the cause, may
materially and adversely affect our stock price, regardless of our operating results. In addition, we may be subject to securities
class action litigation as a result of volatility in the price of our common stock, which could result in substantial costs and
diversion of management’s attention and resources and could harm our stock price, business, prospects, results of operations and
financial condition.
There can be no assurance that we will be able to comply with the continued listing standards of The Nasdaq Capital
Market and we could be delisted.
Even though our common stock is listed on The Nasdaq Capital Market, we cannot assure you that we will be able to
comply with standards necessary to maintain a listing of our common stock on The Nasdaq Capital Market. Our failure to meet
the continuing listing requirements may result in our common stock being delisted from The Nasdaq Capital Market.
Our business could be negatively affected as a result of the actions of activist or hostile shareholders.
Our business could be negatively affected as a result of shareholder activism, which could cause us to incur significant
expense, hinder execution of our business strategy, and impact the trading value of our securities. Shareholder activism, which
could take many forms or arise in a variety of situations, has been increasing in publicly traded companies in recent years and we
are subject to the risks associated with such activism. In 2014, our company was the subject of a proxy contest. Shareholder
activism, including potential proxy contests, requires significant time and attention by management and the board of directors,
potentially interfering with our ability to execute our strategic plan. Additionally, such shareholder activism could give rise to
perceived uncertainties as to our future direction, adversely affect our relationships with key executives and business partners,
and make it more difficult to attract and retain qualified personnel.
18
Table of Contents
Also, we may be required to incur significant legal fees and other expenses related to activist shareholder matters. Any of these
impacts could materially and adversely affect our business and operating results. Further, the market price of our common stock
could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties described in
this “Risk Factors” section.
It may be difficult for a third party to acquire us, even if doing so may be beneficial to our shareholders.
We adopted a Shareholder Rights Plan to preserve the value of certain deferred tax benefits, including those generated by
net operating losses, as described further under Part II, Item 5 below. The Shareholder Rights Plan may have anti-takeover
effects. The provisions of the Shareholder Rights Plan could have the effect of delaying, deferring, or preventing a change of
control of us and could discourage bids for our common stock at a premium over the market price of our common stock.
Risks Relating to Our Television Programming
Changes in technology and in consumer viewing patterns may negatively impact our video content viewing and could
result in a decrease in revenue.
As a multiplatform interactive video and digital commerce retail business, we are dependent on our ability to attract and
retain viewers and must successfully adapt to technological advances in the media entertainment industry, including the
emergence of alternative distribution platforms, such as digital video recorders, video-on-demand and subscription video-on-
demand (e.g., Netflix, Hulu, Amazon Prime). New technologies affect the manner in which our programming is distributed to
consumers, the sources and nature of competing content offerings, and the time and manner in which consumers view our
programming. This trend has impacted the traditional forms of distribution, as evidenced by the industry-wide decline in ratings
for broadcast television, the development of alternative distribution channels for broadcast and cable programming and declines
in cable and satellite subscriber levels across the industry. In order to respond to these developments, we have developed a
multiplatform distribution approach, including delivering our content over various streaming applications such as Roku and
Apple TV and distribution through social media platforms. However, there can be no assurance that we will successfully respond
to these changes which could result in a loss of viewership and a decrease in revenue.
The failure to secure suitable placement for our television programming could adversely affect our ability to attract and
retain television viewers and could result in a decrease in revenue.
We are dependent upon our ability to compete for television viewers. Effectively competing for television viewers is
dependent, in part, on our ability to secure placement of our television programming within a suitable programming tier at a
desirable channel position or format. The majority of multi-video programming distributors now offer programming on a digital
basis, which has resulted in increased channel capacity. While the growth of digital cable and these other systems may over time
make it possible for our programming to be more widely distributed, there are several risks as well. The primary risks associated
with the growth of digital cable and alternative digital platforms are demonstrated by the following:
● we could experience declines in sales per digital tier subscriber because of the increased number of channels offered on
digital systems competing for the same number of viewers and the less desirable location we typically are assigned in
digital tiers;
● more competitors may enter the marketplace as additional channel capacity is added;
● we may not be able to successfully negotiate renewal terms for our programming distribution agreements that are
favorable to us or that offer our programming to viewers within a suitable programming tier at a desirable channel
position and format;
● more programming options being available to the viewing public in the form of new television networks and time-
shifted viewing (e.g., personal video recorders, video-on-demand, interactive television and streaming video over
broadband internet connections as well as increased access to various media through wireless devices);
cable, satellite, and telecommunication providers are facing competition from new services which could result in a loss
of subscribers; and
our effective costs of distribution may increase as we deliver programming in multiple channel locations unless we
secure increases in customers.
●
●
19
Table of Contents
New technologies have been and are expected to continue to be developed that increase the number of entertainment
choices available and the manners in which they are delivered. Failure to adapt to these risks will result in lower revenue and may
adversely impact our results of operations. In addition, failure to anticipate and adapt to technological changes in a cost-effective
manner that meets customer demands and evolving industry standards will also reduce our revenue, adversely impact our results
of operations and financial condition and have a negative impact on our business.
We may not be able to expand or could lose some of our existing programming distribution if we cannot negotiate
profitable distribution agreements.
We continue to seek reductions in the costs associated with our cable and satellite distribution agreements. However, there
can be no assurance that we will achieve cost reductions in the future or that we will be able to maintain or grow our households
on financial terms that are profitable to us. Certain terms of our distribution agreements allow for increases or decreases in our
distribution costs as a result of a variety of factors, not all of which are within our control. These factors include, but are not
limited to, increases or decreases in the number of subscribers receiving our programming, channel placement changes, the
addition of a second channel or other factors. Significant changes to these factors could result in a material increase in our cost of
distribution. If we are unable to negotiate new or renewal terms in our distribution agreements that are equal or more favorable to
us, our distribution costs could increase. In addition, the continued consolidation of the pay television operator industry could
cause us to lose leverage when negotiating new agreements or result in less favorable terms. Further, it is possible that we may
need to reduce our programming distribution in certain systems if we are unable to obtain appropriate financial contract terms.
Failure to successfully renew agreements covering a material portion of our existing cable and satellite households on acceptable
financial and other terms could adversely affect our future growth, sales revenues and earnings unless we are able to arrange for
alternative means of broadly distributing our television programming.
Competition in the general merchandise retailing industry and particularly the live television shopping and e-commerce
sectors could limit our growth and reduce our profitability.
As a general merchandise retailer, we compete for consumers with other forms of retail businesses, including other
television shopping and e-commerce retailers, infomercial companies, other types of consumer retail businesses, including
traditional "brick and mortar" department stores, discount stores, warehouse stores, specialty stores, catalog and mail order
retailers and other direct sellers. In the competitive television shopping sector, we compete with QVC, HSN, and Jewelry
Television, as well as a number of smaller start-up and "niche" television shopping competitors. QVC and HSN both are
substantially larger than we are in terms of annual revenues and customers, and the programming of each is carried more broadly
to U.S. households, including high definition bands and multi-channel carriage, than our programming. The video commerce
industry is also highly competitive, with numerous e-commerce websites competing in every product category we carry, in
addition to the websites operated by the other television shopping companies. This competition in the internet retailing sector
makes it more challenging and expensive for us to attract new customers, retain existing customers and maintain desired gross
margin levels.
We may not be able to maintain our satellite services in certain situations beyond our control, which may cause our
programming to go off the air for a period of time and cause us to incur substantial additional costs.
Our programming is presently distributed to cable systems, television stations and satellite dish operators via a leased
communications satellite transponder. Satellite service may be interrupted due to a variety of circumstances beyond our control,
such as satellite transponder failure, satellite fuel depletion, governmental action, preemption by the satellite service provider,
solar activity and service failure. Our satellite transponder agreement provides us with preemptible back-up service if satellite
transmission is interrupted under certain conditions. In the event of a serious transmission interruption where back-up service is
not available, we may need to enter into new arrangements, resulting in substantial additional costs and the inability to broadcast
our signal for some period of time.
A natural disaster or significant weather event could seriously impact our ability to operate, including our ability to
broadcast, operate websites, process and fulfill transactions, respond to customer inquiries and generally maintain cost-
efficient operations.
Our television broadcast studios, internet operations, IT systems, merchandising team, inventory control systems, executive
offices and finance/accounting functions, among others, are centralized in our adjacent offices at 6740 and 6690,
20
Table of Contents
Shady Oak Road in Eden Prairie, Minnesota. In addition, our only fulfillment and distribution facility is centralized at a location
in Bowling Green, Kentucky. Fire, flood, severe weather, power loss, telecommunications failure, hurricanes, tornadoes,
earthquakes, acts of war or terrorism, acts of God and similar events or disruptions may damage or interrupt our broadcast,
computer, broadband or other communications systems and infrastructures, including the distribution of our network to our
customers, at any time. While we have certain business continuity plans in place, no assurances can be given as to how quickly
we would be able to resume operations and how long it may take to return to normal operations. We could incur substantial
financial losses above and beyond what may be covered by applicable insurance policies, and may experience a loss of sales,
customers, vendors and employees during the recovery period.
A natural disaster or significant weather event could materially interfere with our customers’ ability to receive our
broadcast or reach us to purchase our products and services.
Our operations rely on our customers’ access to third party content distribution networks, communications providers and
utilities like cable, satellite and OTT television services, as well as internet, telephone and power utilities. A natural disaster or
significant weather event could make one or more of these third-party services unavailable to our customers and could lead to the
deferral or loss of sales of our goods and services.
The Southwest Light Rail Transit construction project adjacent to our headquarters and primary television broadcasting
studios could impact our ability to operate, by disrupting our ability to broadcast our live television programing and could
result in a material adverse effect on our operations, net sales and financial performance.
The construction of the Southwest Light Rail Transit, a 14.5-mile light rail track from Minneapolis to Eden Prairie, began
during fiscal 2019 and is planned to last through fiscal 2023. Our headquarters and primary television broadcast studios, located
in Eden Prairie, Minnesota are adjacent to a section of the planned light rail line. Construction activities may cause excessive
noise, vibrations, or similar impacts that could disrupt our television broadcast programming, broadcasting studio operations,
customer service operations, as well as other key functions located in our headquarter location or could lead to property damage
to these facilities. The potential impacts from this construction project and the ongoing future operations of the light rail could
result in a material adverse effect on our operations, net sales and financial performance.
Regulatory Risks
Trade policies, tariffs, tax or other government regulations that increase the effective price of products manufactured in
China or other countries and imported into the United States could have a material adverse effect on our business.
A material percentage of the products that we offer on our television programming and our e-commerce websites are
imported by us or our vendors, from China and other countries. Uncertainty with respect to trade policies, tariffs, tax and
government regulations affecting trade between the United States, China and other countries has increased. Many of our vendors
source a large percentage of the products we sell from China and other countries. Major developments in trade relations, such as
the imposition of tariffs on imported products, could have a material adverse effect on our financial results and business.
Failure to comply with existing laws, rules and regulations applicable to our company, or to obtain and maintain required
licenses and rights, could subject us to additional liabilities.
We market and provide a broad range of merchandise and services through multiple channels. As a result, we are subject to
a wide variety of statutes, rules, regulations, policies and procedures in various jurisdictions which are subject to change at any
time, including laws regarding consumer protection, privacy, the regulation of retailers generally, the labeling, importation, sale
and advertising or promotion of merchandise, sweepstakes and contests and the operation of warehouse facilities, as well as laws
and regulations applicable to the internet, electronic devices and businesses engaged in e-commerce. These laws and regulations
may cover subject matters including taxation, privacy, data protection, pricing, payment processing, employment, content,
intellectual property, distribution, mobile communications, electronic device certification, electronic contracts and other
communications, consumer protection, unencumbered internet access to our services, the design and operation of websites and
the characteristics and quality of our products and services. Although we undertake to monitor changes in these laws, if these
laws change without our knowledge, or are violated by importers,
21
Table of Contents
designers, vendors, manufacturers or distributors or other third-parties with which we do business, we could experience delays in
shipments and receipt of goods or be subject to fines or other penalties under the controlling regulations, any of which could
adversely affect our business. In addition, our failure to comply with these laws and regulations could result in fines and
proceedings against us by governmental agencies and consumers, which could adversely affect our business, financial condition
and results of operations. Moreover, unfavorable changes in the laws, rules and regulations applicable to us could decrease
demand for merchandise offered by us, increase costs and subject us to additional liabilities. Finally, certain of these regulations
impact our marketing efforts.
Additionally, existing privacy-related laws, regulations, self-regulatory obligations and other legal obligations are evolving
and are subject to potentially differing interpretations. Various federal and state legislative and regulatory bodies may expand
current laws or enact new laws regarding privacy matters, and courts may interpret existing privacy-related laws and regulations
in new or different manners. For example, the State of California enacted legislation in June 2018, the California Consumer
Privacy Act of 2018, which took effect January 1, 2020, and, among other things, requires companies that process information
regarding California residents to provide new disclosures to California consumers, allow such consumers to opt out of data
sharing with third parties and provide a new cause of action for data breaches.
We may be subject to claims by consumers and state and federal authorities for security breaches involving customer
information, which could materially harm our reputation and business or add significant administrative and compliance cost
to our operations.
In order to operate our business, which includes multiple retail channels, we take orders for our products from customers.
This requires us to obtain personal information from these customers including, but not limited to, credit card numbers. Although
we take reasonable and appropriate security measures to protect customer information, there is still the risk that external or
internal security breaches or digital or telecommunications spoofing could occur, including cyber incidents. In addition, new tools
and discoveries by third parties in computer or communications technology or software or other developments may facilitate or
result in a future compromise of consumer information under applicable law or breach of our computer systems. Such
compromises or breaches could result in consumer harm or risk of harm, data loss and/or identity theft leading to significant
liability or costs to us from notification requirements, lawsuits brought by consumers, shareholders or other businesses seeking
monetary redress, state and federal authorities for fines and penalties, and could also lead to interruptions in our operations and
negative publicity causing damage to our reputation and limiting customers’ willingness to purchase products from us.
Businesses in the retail industry have experienced material sales declines after discovering data breaches, and our business could
be similarly impacted by cyber incidents. Reputational value is based in large part on perceptions of subjective qualities. While
reputations may take decades to build, a significant negative incident can erode trust and confidence, particularly if it results in
adverse mainstream and social media publicity, governmental investigations or litigation. Theft of credit card numbers of
consumers could result in significant fines and consumer settlement costs, litigation costs, FTC audit requirements, and
significant internal administrative costs.
In addition to possible claims for security breaches involving customer information, the secure processing, maintenance and
transmission of customer information is critical to our operations and business strategy, and we devote significant resources to
protect our customer information. The expenses associated with complying with a patchwork of state laws imposing differing
security requirements depending on the residence of our customers could reduce our operating margins. As mentioned above,
there have been continuing efforts to increase the legal and regulatory obligations and restrictions on companies conducting
commerce, primarily in the areas of taxation, consumer privacy and protection of consumer personal information, and we may
have to devote significant resources to information security.
Nearly all of our sales are paid for by customers using credit or debit cards and the increasingly heightened Payment Card
Industry ("PCI") standards regarding the storage and security of customer information could potentially impact our ability to
accept card brands.
Nearly all of our customers pay for purchases via a credit or debit card. Credit and debit card payment organizations
continue to heighten PCI standards that are applicable to all merchants who accept these cards. These standards primarily pertain
to the processes and procedures for encrypted use and secure storage of customer data. By virtue of the volume of our overall
credit card transactions, we are a Level 1 merchant which requires the annual completion of a formal Report of Compliance
("ROC") by a Qualified Security Assessor. Failure to comply with PCI standards, as required by card issuers, could result in card
brand fines and/or the possible inability for us to accept a card brand. Our inability to accept
22
Table of Contents
one or all card brands could materially adversely affect sales. Although we received an approved ROC on July 31, 2020, there is
no guarantee that we will continue to receive such approvals.
We will be required to collect and remit sales taxes in more states and we may be subject to claims for potential uncollected
amounts.
On June 21, 2018, the United States Supreme Court issued a ruling in the South Dakota v. Wayfair, Inc. et al case which
dramatically increased the ability of states to impose sales tax collection responsibilities on remote sellers, including the
Company. As a result of this new ruling, the Company is now required to collect sales tax in any state which passes legislation
requiring out of state retailers to collect sales tax even where they have no physical nexus. Adding sales tax to our transactions
could negatively impact consumer demand, create a competitive disadvantage (if all retailers are not equally impacted), and
create an additional costly administrative burden of complying with the collection laws of multiple jurisdictions. While we
believe we comply with current state sales tax regulations, a successful assertion by one or more states requiring us to
retroactively collect taxes under an "economic nexus" threshold where we currently are not collecting could result in substantial
tax liabilities for past sales, as well as penalties and interest.
Technology and Intellectual Property Risks
We significantly rely on technology and information management tools and operational applications to run our existing
businesses, the failure of which could adversely impact our operations.
Our businesses are dependent, in part, on the use of sophisticated technology, some of which is provided to us by third
parties. These technologies include, but are not necessarily limited to, satellite based transmission of our programming, use of the
internet and other mobile commerce devices in relation to our on-line business, new digital technology used to manage and
supplement our television broadcast operations, the age of our legacy operational applications to distribute product to our
customers and a network of complex computer hardware and software to manage an ever increasing need for information and
information management tools. The failure of any of these legacy systems or operational infrastructure elements, technologies, or
our inability to have this technology supported, updated, expanded or integrated into new business processes or other
technologies, could adversely impact our operations. Although we have, when possible, developed alternative sources of
technology and built redundancy into our computer networks and tools, there can be no assurance that these efforts to date would
protect us against all potential issues or disaster occurrences related to the loss of any such technologies or their use. Further, we
may face challenges in keeping pace with rapid technological changes and adopting new products or platforms and migrating to
new systems.
We may fail to adequately protect our intellectual property rights or may be accused of infringing upon the intellectual
property rights of third parties.
We regard our intellectual property rights, including patents, service marks, trademarks and domain names, copyrights and
trade secrets, as critical to our success. We rely heavily upon software, databases and other systemic components that are
necessary to manage and support our business operations, many of which utilize or incorporate third party products, services or
technologies. In addition, we license intellectual property rights in connection with the various products and services we offer to
consumers. As a result, we are subject to legal proceedings and claims in the ordinary course of business, including claims of
alleged infringement of the trademarks, copyrights, patents and other intellectual property rights of third parties. In addition,
litigation may be necessary to enforce our intellectual property rights, protect trade secrets or to determine the validity and scope
of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial
costs and diversion of management and technical resources, any of which could adversely affect our business, financial condition
and results of operations. Patent litigation tends to be particularly protracted and expensive. Our failure to protect our intellectual
property rights in a meaningful manner or challenges to third party intellectual property we utilize or that is related to our
contractual rights could result in erosion of brand names; limit our ability to control marketing on or through the internet using
our various domain names; limit our useful technologies; disrupt normal business operations or result in unanticipated costs,
which could adversely affect our business, financial condition and results of operations.
Item 1B. Unresolved Staff Comments
None.
23
Table of Contents
Item 2. Properties
We own two commercial buildings occupying approximately 209,000 square feet and the related land they occupy in Eden
Prairie, Minnesota (a suburb of Minneapolis). These buildings are used for office space including executive offices, television
studios, broadcast facilities, call center operations and administrative offices. We own an approximately 600,000 square foot
distribution facility in Bowling Green, Kentucky, which we use primarily for the fulfillment of merchandise purchased and sold
by us and for certain call center operations. Our owned real property in Eden Prairie, Minnesota and Bowling Green, Kentucky is
currently pledged as collateral under our PNC Credit Facility. We lease retail space in Saint Paul, Minnesota, which consists of
approximately 900 square feet and is used for our Emerging segment retailer, J.W. Hulme, and our agreement for such space
expires in April 2024. We also lease office space in Juno Beach, Florida, which consists of approximately 6,400 square feet and
is used for our Emerging segment Media Commerce Services brand, Float Left, and our agreement for such space expires in
February 2025.
We believe that our existing facilities are adequate to meet our current needs and that suitable additional alternative space
will be available as needed to accommodate expansion of operations.
Item 3. Legal Proceedings
For additional information regarding our legal proceedings, see Note 18 – “Litigation” in the notes to our consolidated
financial statements.
Item 4. Mine Safety Disclosures
Not Applicable.
24
Table of Contents
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
PART II
Market Information for Common Stock
Our common stock is traded on the Nasdaq Capital Market under the symbol "IMBI."
Holders
As of April 21, 2021, we had approximately 693 common shareholders of record.
Dividends
We have never declared or paid any dividends with respect to our common stock. Any future determination by us to pay
cash dividends on our common stock will be at the discretion of our board of directors and will be dependent upon our results of
operations, financial condition, any contractual restrictions then existing and other factors deemed relevant at the time by the
board of directors. We currently expect to retain our earnings for the development and expansion of our business and do not
anticipate paying cash dividends on the common stock in the foreseeable future.
We are restricted from paying dividends on our common stock by the PNC Credit Facility, as discussed in "Management’s
Discussion and Analysis of Financial Condition and Results of Operations - Sources of Liquidity."
Issuer Purchases of Equity Securities
There were no authorizations for repurchase programs or repurchases made by or on behalf of us or any affiliated purchaser
for shares of any class of our equity securities in any fiscal month within the fourth quarter of fiscal 2020.
Sale of Unregistered Securities
During the past three years, we did not sell any equity securities that were not registered under the Securities Act, that were
not previously reported in a quarterly report on Form 10-Q or in a current report on Form 8-K.
Shareholder Rights Plan
During fiscal 2015, we 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, we declared a dividend distribution of one purchase right (a “Right”)
for each outstanding share of our 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, we 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 us 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
25
Table of Contents
certain circumstances, a Unit) for each Right. We 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, our shareholders re-approved the Rights Plan at the 2019 annual meeting of shareholders. The Rights
will expire upon certain events described in the Rights Plan, including the close of business on the date of the third annual
meeting of shareholders following the last annual meeting of shareholders of the Company at which the Rights Plan was most
recently approved by shareholders, unless the Rights Plan is re-approved by shareholders at that third annual meeting of
shareholders. 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, we may in our 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. We 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.
The foregoing summary of the Rights Plan does not purport to be complete and is qualified by reference to the full text of
the Rights Plan agreement, which has been filed as Exhibit 4.2 to this Annual Report on Form 10-K and is incorporated herein by
reference.
Item 6. Selected Financial Data
Not applicable.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Introduction
The following discussion and analysis of financial condition and results of operations is qualified by reference to and
should be read in conjunction with our audited consolidated financial statements and notes thereto included elsewhere in this
annual report on Form 10-K. This annual report on Form 10-K, including the following Management’s Discussion and Analysis
of Financial Condition and Results of Operations, may contain certain “forward-looking” information within the meaning of the
Private Securities Litigation Reform Act of 1995. This information involves risks and uncertainties. Our actual results may differ
materially from the results discussed in the forward-looking statements. Discussion, analysis and comparisons of Fiscal 2018 and
Fiscal 2019 that are not included in this report can be found in "Management's Discussion and Analysis of Financial Condition
and Results of Operations" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the year ended February 1, 2020.
Overview
Impact of COVID-19 on Our Business
In light of the COVID-19 pandemic, we have focused on taking necessary steps to keep our employees, contractors,
vendors, customers, guests, and their families safe during these uncertain times. Throughout the pandemic, we have mandated
that non-essential personnel work from home, reduced the number of personnel who are allowed in our facilities and on our
production sets, and implemented increased cleaning protocols, social distancing measures, and temperature screenings for those
personnel who enter our facilities. We have also mandated that all essential personnel who do not feel comfortable coming to
work will not be required to do so. We have experienced certain disruptions in our business due to these modifications and
resource constraints. Restrictions on travel have also negatively impacted the availability of some of our on-air experts and has
eliminated our ability to produce remote broadcasts. We have also experienced longer ship times in our transportation network,
which has driven increased calls into our customer service center and increased wait times.
26
Table of Contents
In view of the COVID-19 pandemic, we reduced spending broadly across the Company, only proceeding with operating
and capital spending that is critical. In addition, we eliminated positions across the ShopHQ segment during the first quarter of
fiscal 2020, the majority of which were in customer service, order fulfillment, and television production. We developed
contingency plans to reduce costs further if the situation deteriorates. We will continue to actively monitor the situation and may
take further actions that alter our business operations as may be required by federal, state, or local authorities or that we
determine are in the best interests of our employees, customers, suppliers and shareholders. As a result, at the time of this filing,
the COVID-19 pandemic remains fluid and we are unable to determine or predict the overall impact it will have on our business,
results of operations, liquidity, or capital resources.
Despite these past and potential adverse impacts of the COVID-19 pandemic, we believe it has impacted our business less
than other media companies because of our direct-to-consumer business model that serves home-bound consumers seeking to buy
goods without leaving the safety of their homes. As a result, beginning at the end of March 2020 and continuing through the third
quarter of 2020, we observed an increase in demand for merchandise within our beauty & wellness product category, particularly
in health products, and decreases in demand for merchandise within our fashion category and higher priced merchandise within
our jewelry category. During the fourth quarter of 2020, we shifted airtime into higher priced merchandise in our jewelry
category, as we observed a rebound in demand, and decreased airtime in health related products in our beauty & wellness product
category. We have continued to offer our installment payment option. While we expect demand for our products will continue,
we cannot estimate the impact that the COVID-19 pandemic will have on our business in the future due to the unpredictable
nature of the ultimate scope and duration of the pandemic. As the COVID-19 pandemic continues, there is risk of changes in
consumer demand, consumer spending patterns, and changes in consumer tastes which may adversely affect our operating results.
Summary Results for Fiscal 2020, 2019 and 2018
Consolidated net sales during fiscal 2020 were $454.2 million compared to $501.8 million during fiscal 2019, a 9%
decrease. Consolidated net sales during fiscal 2019 were $501.8 million compared to $596.6 million during fiscal 2018, a 16%
decrease. We reported an operating loss of $7.9 million and a net loss of $13.2 million for fiscal 2020. The operating loss and net
loss for fiscal 2020 included restructuring costs of $715,000 and transaction, settlement and integration costs totaling $1.2
million. We reported an operating loss of $52.5 million and a net loss of $56.3 million for fiscal 2019. The operating loss and net
loss for fiscal 2019 included restructuring costs of $9.2 million; a non-cash inventory write-down of $6.1 million; executive and
management transition costs of $2.7 million; rebranding costs of $1.3 million; and transaction, settlement and integration costs,
net, totaling $694,000. We reported an operating loss of $18.6 million and a net loss of $22.2 million for fiscal 2018. The
operating loss and net loss for fiscal 2018 included executive and management transition costs of $2.1 million; transaction,
settlement and integrations costs of $1.5 million; and a gain of $665,000 related to the sale of our Boston television station.
Public Equity Offering
On August 28, 2020, we completed a public offering, in which we issued and sold 2,760,000 shares of our 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 $15.8 million. We are using the proceeds for general working capital purposes.
Private Placement
On April 14, 2020, we entered into a common stock and warrant purchase agreement with certain individuals and entities,
pursuant to which we sold an aggregate of 1,836,314 shares of our common stock, issued warrants to purchase an aggregate of
979,190 shares of our common stock at a price of $2.66 per share, and fully-paid warrants to purchase an aggregate 114,698
shares of our common stock at a price of $0.001 per share in a private placement, for an aggregate cash purchase price of $4.0
million. The initial closing occurred on April 17, 2020 and we received gross proceeds of $1.5 million. The additional closings
occurred on May 22, 2020, June 8, 2020, June 12, 2020 and July 11, 2020 and we received aggregate gross proceeds of $2.5
million. We have 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 our largest and longest
27
Table of Contents
tenured brands. Michael and Leah Friedman are owners and officers of Sterling Time, LLC, which is the exclusive distributor of
IWCA’s watches and watch accessories for television home shopping and our long-time vendor. IWCA is owned by our Vice
Chair and director, Eyal Lalo, and Michael Friedman also serves as a director of our company. A description of the relationship
between the Company, IWCA and Sterling Time is contained in Note 19 - “Related Party Transactions” in the notes to our
consolidated financial statements. 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 our 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. We have included a blocker provision in the purchase agreement
whereby no purchaser may be issued shares of our common stock if the purchaser would own over 19.999% of our outstanding
common stock and, to the extent a purchaser in this offering would own over 19.999% of our 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, we 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 our outstanding common stock.
Restructuring Costs
During fiscal 2020, the Company implemented and completed another cost optimization initiative, which eliminated
positions across the 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, we recorded restructuring charges of $715,000 for fiscal
2020, which relate primarily to severance and other incremental costs associated with the consolidation and elimination of
positions across the ShopHQ segment. These initiatives were substantially completed as of January 30, 2021, with related cash
payments expected to continue through the fourth quarter of fiscal 2021. The fiscal 2020 optimization initiative is expected to
eliminate approximately $16 million in annual overhead costs.
Results of Operations
The following table sets forth, for the periods indicated, certain statement of operations data expressed as a percentage of
net sales.
Net sales
Gross margin
Operating expenses:
Distribution and selling
General and administrative
Depreciation and amortization
Restructuring costs
Executive and management transition costs
Gain on sale of television station
Total operating expenses
Operating loss
Interest expense, net
Loss before income taxes
Income tax provision
Net loss
28
Fiscal Year Ended
January 30, February 1, February 2,
2020
100.0 %
32.6 %
2021
100.0 %
36.8 %
2019
100.0 %
34.7 %
28.6 %
4.5 %
5.3 %
0.1 %
— %
— %
38.5 %
(1.7)%
(1.2)%
(2.9)%
— %
(2.9)%
34.0 %
5.1 %
1.6 %
1.8 %
0.6 %
— %
43.1 %
(10.5)%
(0.7)%
(11.2)%
— %
(11.2)%
32.2 %
4.3 %
1.0 %
— %
0.4 %
(0.1)%
37.8 %
(3.1)%
(0.6)%
(3.7)%
— %
(3.7)%
Table of Contents
Key Operating Metrics
Merchandise Metrics
Gross margin %
Net shipped units (in thousands)
Average selling price
Return rate
ShopHQ Digital net sales % (a)
Total Customers - 12 Month Rolling (in
thousands)
January 30,
2021
Change
Fiscal Year Ended
February 1,
2020
Change
February 2,
2019
36.8 %
6,497
$61
14.8 %
50.8 %
420 bps
(5)%
(6)%
(460)bps
(190)bps
32.6 %
6,872
$65
19.4 %
52.7 %
(210)bps
(26)%
12 %
40 bps
(40)bps
34.7 %
9,235
$58
19.0 %
53.1 %
1,020
(2)%
1,041
(14)%
1,205
(a) Digital net sales percentage is calculated based on net sales that are generated from our transactional websites and mobile
platforms, which are primarily ordered directly online.
Program Distribution
ShopHQ reached more than 80 million homes as of January 30, 2021. We continue to increase the number of channels on
existing distribution platforms and alternative distribution methods, including reaching deals to launch our programming on high
definition ("HD") channels. We believe that our distribution strategy of pursuing additional channels in productive homes already
receiving our programming is a more balanced approach to growing our business than merely adding new television homes in
untested areas. We believe that having an HD feed of our service allows us to attract new viewers and customers.
Television Distribution Rights
During fiscal 2020, we entered into certain affiliation agreements with television providers for carriage of our television
programming over their systems, including channel placement rights. As a result, we recorded a television distribution rights
asset of $43.7 million. The liability relating to the television distribution rights was $36.5 million as of January 30, 2021, of
which $29.2 million was classified as current. We believe having favorable channel positioning within the general entertainment
area on the distributor's channel line-up impacts our sales. We believe that a portion of our sales is attributable to purchases
resulting from channel "surfing" and that a channel position near popular cable networks increases the likelihood of such
purchases. See Note 2 – “Summary of Significant Accounting Policies” in the notes to our consolidated financial statements for a
discussion on our accounting policy for television distribution rights.
Net Shipped Units
The number of net shipped units (shipped units less returned units) during fiscal 2020 decreased 5% from fiscal 2019 to 6.5
million from 6.9 million. The number of net shipped units during fiscal 2019 decreased 26% from fiscal 2018 to 6.9 million from
9.2 million. The decrease in the net shipped units during fiscal 2020 was driven primarily by a decrease in consolidated net sales,
partially offset by a mix shift into health products within our beauty & wellness product category. The decrease in net units
shipped during fiscal 2019 was primarily driven by a decrease in consolidated net sales and by offering a higher average selling
price in our jewelry & watches and home & consumer electronics product categories. The decrease in net shipped units during
fiscal 2019 was also driven by shifting our merchandise mix out of fashion & accessories, which is a high unit volume sales
category.
Average Selling Price
The average selling price ("ASP") per net unit was $61 in fiscal 2020, a 6% decrease from fiscal 2019. The decrease in the
ASP during fiscal 2020 was primarily driven by a mix shift into health products within our beauty & wellness product category,
which was a lower ASP assortment. For fiscal 2019, the ASP was $65, a 12% increase from fiscal 2018. The increase in the ASP
during fiscal 2019 was primarily driven by a mix shift into jewelry & watches from our fashion & accessories category,
combined with ASP increases in our jewelry & watches and home & consumer electronics product categories.
29
Table of Contents
Product Return Rates
Our product return rate was 14.8% in fiscal 2020 compared to 19.4% in fiscal 2019, a 460 bps decrease. The decrease in the
fiscal 2020 return rate was driven by return rate decreases in all product categories, primarily in our jewelry & watches and
beauty & wellness product categories. The decrease in the return rate was additionally driven by a sales mix shift out of jewelry
and into beauty & wellness, which has a lower return rate. Our return rate was 19.4% in fiscal 2019 and 19.0% in fiscal 2018. We
continue to monitor our product return rates in an effort to keep our overall product return rates commensurate with our current
product mix and our average selling price levels.
Total Customers
Total customers is determined by counting the total customers who made a purchase during the prior 12 months. Total
customers during the last twelve months, as of January 30, 2021, decreased 2% from the prior year to approximately 1,020,000.
Total customers purchasing over the last twelve months, as of February 1, 2020, decreased 14% from the prior year to 1,041,000.
Total customers have declined for the last six years, primarily driven by decreases in attracting new customers compared to
the prior year. Although we increased our new customers during fiscal 2020 compared to the prior year, we are continually
working on reversing this trend by implementing the following initiatives, among others, to increase our active customer file:
●
●
introducing by appointment viewing “static programming,” so viewers know when to tune in;
launching innovative programming, such as “Learning to Cook with Shaq,” “Fashion Talk with Fatima,” and
“GemHQ”; and
●
establishing category specific customer growth priorities around ASP, product assortment and product margins.
Net Sales
Consolidated net sales, inclusive of shipping and handling revenue, for fiscal 2020 were $454.2 million, a 9% decrease
from consolidated net sales of $501.8 million for fiscal 2019. Consolidated net sales, inclusive of shipping and handling revenue,
for fiscal 2019 were $501.8 million, a 16% decrease from consolidated net sales of $596.6 million for fiscal 2018.
Net Sales Trends
During fiscal 2020 and 2019, our consolidated net sales, inclusive of shipping and handling revenue, decreased 9% and
16%, which continued a multi-year trend of net sales decreases. Our continued decrease in net sales was primarily driven by a 2%
and 14% decline in our 12-month active customer file (as discussed under “Total Customers” above). This trend has been a
significant driver of our sales decreases over the prior two years.
Fiscal 2020 Consolidated Net Sales Compared to Fiscal 2019
ShopHQ
Net merchandise sales by category:
Jewelry & Watches
Home & Consumer Electronics
Beauty & Wellness
Fashion & Accessories
All other (primarily shipping & handling revenue)
Total ShopHQ
Emerging
Consolidated net sales
For the Fiscal Years Ended
January 30, February 1,
2021
2020
(dollars in thousands)
Change
% Change
$ 161,999
62,910
124,222
45,261
42,750
437,142
17,029
$ 454,171
$ 200,893
106,025
80,945
65,616
42,628
496,107
5,715
$ 501,822
$ (38,894)
(43,115)
43,277
(20,355)
122
(58,965)
11,314
$ (47,651)
(19)%
(41)%
53 %
(31)%
0 %
(12)%
198 %
(9)%
30
Table of Contents
Jewelry & Watches: The $38.9 million decrease in jewelry & watches was primarily due to decreased airtime of 13%. The
decrease was additionally driven by reduced productivity (sales per on-air minute) from a declining active customer file
during fiscal 2020. Jewelry & watches continues to be our most productive category. The airtime decreases in jewelry &
watches was primarily within jewelry, as we shifted airtime into beauty & wellness as a result of increased demand for
health-related products during the second, third and fourth quarters.
Home & Consumer Electronics: The $43.1 million decrease was driven by a 33% reduction in airtime during fiscal 2020
and a declining active customer file.
Beauty & Wellness: The $43.3 million increase in fiscal 2020 was driven by increased active customers. The increase was
also driven by increased airtime of 78% during fiscal 2020.
Fashion & Accessories: The $20.4 million decrease was driven by a decreased active customer base and an overall softness
in this product category. The decrease was additionally driven by reduced airtime of 19%.
Other: The $0.1 million increase was driven by increased revenue from monthly subscriptions to the ShopHQ VIP customer
program, mostly offset by decreased shipping & handling revenue resulting from the 5% decrease in net shipped units.
Emerging Businesses: The $11.3 million increase was driven by revenue from business initiatives commencing within or
following the comparable prior year period, such as our third-party logistics services (i3PL), ShopBulldogTV,
OurGalleria.com, and recently acquired businesses, J.W. Hulme and Float Left. Additionally, revenue for fiscal 2020
includes the results from ShopHQHealth, which launched during the third quarter of fiscal 2020. The increase was
partially offset by reduced sales from our niche website, princetonwatches.com.
Digital and Mobile Net Sales
We believe that our television shopping program is a key driver of traffic to both our website and mobile applications
whereby many of the online sales originate from customers viewing our television program and then placing their orders online
or through mobile devices. Our digital sales penetration, or, the percentage of ShopHQ net sales that are generated from our
website and mobile platforms, which are primarily ordered directly online, was 50.8% in fiscal 2020 as compared to 52.7% in
fiscal 2019 and 53.1% in fiscal 2018. Overall, we continue to deliver strong digital sales penetration. Our mobile penetration
decreased to 55.5% of total digital orders during fiscal 2020 versus 57.3% and 54.0% of total digital orders during fiscal 2019
and fiscal 2018.
Gross Profit
ShopHQ
Emerging
Consolidated gross profit
For the Fiscal Years Ended
January 30, February 1,
2021
2020
(dollars in thousands)
$ 162,809
828
$ 163,637
$ 160,190
6,863
$ 167,053
$ (2,619)
6,035
$ 3,416
(2)%
729 %
2 %
Change % Change
Consolidated gross profit for fiscal 2020 was $167.1 million, an increase of 2%, compared to $163.6 million for fiscal
2019. ShopHQ’s gross profit decreased $2.6 million, or 2% compared to fiscal 2019. The decrease in ShopHQ’s gross profit
during fiscal 2020 was primarily driven by the 12% decrease in net sales (as discussed above), partially offset by higher gross
profit percentages experienced in most product categories during fiscal 2020. ShopHQ’s fiscal 2019 gross profit includes a non-
cash inventory impairment write-down of $6.1 million. Emerging's gross profit increased $6.0 million compared to fiscal 2019
and was primarily driven by the increase in net sales (as discussed above).
Consolidated gross margin percentages for fiscal 2020 and fiscal 2019 were 36.8% and 32.6%, which represents a 420 basis
point increase. ShopHQ's gross margin percentages fiscal 2020 and fiscal 2019 were 36.6% and 32.8%, which represent a 380
basis point increase. The increase in ShopHQ’s gross margin percentage reflects the following: a 210 basis point margin increase
attributable to increased gross profit rates in most product categories, primarily jewelry & watches and home & consumer
electronics; a 140 basis point margin increase attributable to a shift into our beauty & wellness category, which typically has a
higher margin; a 40 basis point increase due to higher shipping and handling margins; and
31
Table of Contents
a 10 basis point increase attributable to decreased inventory write-offs. The category gross profit rates were positively impacted
by more disciplined pricing and markdown execution. Emerging's gross margin percentages for fiscal 2020 and fiscal 2019 were
40.3% and 14.5%. The increase in the Emerging gross margin percentage reflects business initiatives commencing within or
following the comparable prior year period, such as i3PL, ShopBulldogTV, ShopHQHealth, and recently acquired businesses,
J.W. Hulme and Float Left.
Operating Expenses
Total operating expenses were $175.0 million, $216.2 million and $225.5 million for fiscal 2020, fiscal 2019 and fiscal
2018, representing a decrease of $41.2 million or 19% from fiscal 2019 to fiscal 2020, and a decrease of $9.3 million, or 4% from
fiscal 2018 to fiscal 2019. Total operating expenses as a percentage of net sales were 38.5%, 43.1% and 37.8% for fiscal 2020,
fiscal 2019 and fiscal 2018. Total operating expense for fiscal 2020 included restructuring costs of $715,000. Total operating
expense for fiscal 2019 included restructuring costs of $9.2 million; executive and management transition costs of $2.7 million
and rebranding costs of $1.3 million. Total operating expenses for fiscal 2018 included executive and management transition
costs of $2.1 million and a gain of $665,000 from the sale of our Boston television station. Excluding restructuring costs,
executive and management transition costs and the gain on sale of television station, total operating expenses as a percentage of
net sales were 38.4%, 40.7% and 37.5% for fiscal 2020, fiscal 2019 and fiscal 2018.
Distribution and selling expense for fiscal 2020 decreased $40.7 million, or 24%, to $129.9 million or 28.6% of net sales
compared to $170.6 million or 34.0% of net sales in fiscal 2019. Distribution and selling expense decreased during fiscal 2020
due to decreased program distribution expense of $25.6 million, decreased variable expenses of $9.6 million, decreased salaries
and benefits of $6.1 million, decreased online selling and search fees of $905,000, decreased travel expense of $444,000,
decreased direct mail advertising of $350,000, decreased production expense of $204,000, and integration costs included in the
comparable prior year period of $383,000 relating to the start-up of our third party logistics business and launch of our customer
loyalty program, called ShopHQ VIP. The decrease from the comparable prior period was partially offset by increased accrued
incentive compensation of $1.6 million and a $1.5 million gain included in the comparable prior year period related to proceeds
on the sale of our claim related to the Payment Card Interchange Fee and Merchant Discount Antitrust Litigation class action
lawsuit. The decrease in program distribution expense was driven by renegotiated agreements with certain cable and satellite
distributors resulting in lower rates, a decrease in access fees attributable to a lower average number of homes receiving our
programming, and by acquiring television distribution rights in lieu of continuing monthly subscriber fee obligations. The
decrease in variable costs was primarily driven by decreased variable fulfillment and customer service salaries and wages of $5.6
million and decreased variable credit card processing fees and bad debt expense of $4.4 million, partially offset by increased
customer service telecommunications expense of $474,000. Total variable expenses during fiscal 2020 were approximately 8.5%
of total net sales versus 9.5% of total net sales for the prior year comparable period.
To the extent that our ASP changes, our variable expense as a percentage of net sales could be impacted as the number of
our shipped units change. Program distribution expense is primarily a fixed cost per household, however, this expense may be
impacted by changes in the number of average homes or channels reached or by rate changes associated with changes in our
channel position with carriers.
General and administrative expense for fiscal 2020 decreased $5.3 million, or 21%, to $20.3 million, or 4.5% of net sales
compared to $25.6 million or 5.1% of net sales in fiscal 2019. For fiscal 2020, the decrease in general and administrative expense
was primarily due to decreased salaries of $2.8 million, decreased share-based compensation expense of $1.3 million, decreased
rebranding costs of $1.3 million, decreased contract settlement costs of $602,000, decreased travel expense of $155,000,
decreased costs of $121,000 related to costs included in the comparable prior year period to amend our Articles of Incorporation
and to effect a one-for-ten reverse stock split of our common stock, and decreased transaction and integration costs of $94,000.
The decrease from the comparable period was partially offset by increased accrued incentive compensation of $720,000 and
increased costs of $183,000 related to consulting fees incurred to explore additional loan financings and incremental COVID-19
legal costs.
Depreciation and amortization expense was $24.0 million, $8.1 million and $6.2 million for fiscal 2020, fiscal 2019 and
fiscal 2018, representing an increase of $16.0 million, or 198% from fiscal 2019 to fiscal 2020 and an increase of $1.8 million, or
29% from fiscal 2018 to fiscal 2019. Depreciation and amortization expense as a percentage of net sales was 5.3% for fiscal
2020, 1.6% for fiscal 2019 and 1.0% for fiscal 2018. The increase in depreciation and amortization expense for fiscal 2020 was
primarily due to increased amortization expense of $16.9 million related to the channel placement
32
Table of Contents
rights obtained during fiscal 2020, increased amortization expense of $309,000 related to the intangible assets acquired during
our fourth quarter fiscal 2019 business acquisitions, and increased depreciation expense of $30,000 resulting from an average net
increase in our non-fulfillment depreciable asset base year over year. The increase in depreciation and amortization expense for
fiscal 2020 was partially offset by decreased amortization expense of $1.3 million relating primarily to the accelerated
amortization of the Evine trademark in fiscal 2019.
Operating Loss
We reported an operating loss of $7.9 million in fiscal 2020 compared to an operating loss of $52.5 million for fiscal 2019.
ShopHQ and Emerging reported operating losses of $3.6 million and $4.3 million for fiscal 2020 compared to $47.0 million and
$5.6 million for fiscal 2019. For fiscal 2020, ShopHQ’s operating loss improved primarily as a result of decreases in distribution
and selling expense, restructuring costs, general and administrative expense, and executive and management transition costs.
ShopHQ's operating loss also improved due to the non-cash inventory write-down of $6.1 million during the comparable prior
period. The improvement in ShopHQ's operating loss was partially offset by increased depreciation and amortization expense and
decreased gross profit driven by decreased net sales. Emerging's operating loss improved during fiscal 2020 primarily from an
increase in gross profit of $6.0 million driven by an increase in net sales and decreased restructuring costs of $938,000. The
improvement in Emerging’s operating loss was partially offset by increased distribution and selling expense of $3.8 million and
increased general and administrative expense of $1.8 million.
Interest Expense
Total interest expense for fiscal 2020 increased $1.5 million, or 39%, to $5.2 million compared to $3.8 million for fiscal
2019. During fiscal 2020, we recorded liabilities relating to television distribution rights, which represent the present value of
payments for the television channel placement rights. The interest expense recorded during fiscal 2020 includes interest expense
of $1.4 million imputed on our television distribution rights obligation. The total television distribution rights liability was $36.5
million as of January 30, 2021, of which $29.2 million was classified as current in the accompanying consolidated balance sheets.
Estimated interest expense related to the television distribution obligation is $1.3 million for fiscal 2021 and $212,000 for fiscal
2022. The increase in interest rate expense for fiscal 2020 was additionally driven by increased vendor financing interest of
$277,000, partially offset by a lower average balance outstanding on our PNC Credit Facility, an impact of approximately
$320,000.
Income Taxes
For fiscal 2020, fiscal 2019 and fiscal 2018, our net loss reflects an income tax provision of $60,000, $11,000 and $65,000,
which relates to state income taxes payable on certain income for which there is no loss carryforward benefit available. We have
not recorded any income tax benefit on the losses recorded during fiscal 2020, fiscal 2019 and fiscal 2018 due to the uncertainty
of realizing income tax benefits in the future as indicated by our recording of an income tax valuation allowance. Based on our
recent history of losses, a full valuation allowance has been recorded and was calculated in accordance with GAAP, which places
primary importance on our most recent operating results when assessing the need for a valuation allowance. We will continue to
maintain a valuation allowance against our net deferred tax assets, including those related to net operating loss carryforwards,
until we believe it is more likely than not that these assets will be realized in the future.
Net Loss
For fiscal 2020, we reported a net loss of $13.2 million, or $1.23 per basic and dilutive share, on 10,745,916 weighted
average common shares outstanding. For fiscal 2019, we reported a net loss of $56.3 million, or $7.54 per basic and dilutive
share, on 7,462,380 weighted average common shares outstanding. For fiscal 2018 we reported a net loss of $22.2 million or
$3.35 per basic and dilutive share, on 6,607,321 weighted average common shares outstanding. Net loss for fiscal 2020 includes
restructuring costs of $715,000; interest expense of $5.2 million; and transaction, settlement and integrations costs totaling $1.2
million. Net loss for fiscal 2019 includes restructuring costs of $9.2 million; a non-cash inventory write-down of $6.1 million;
executive and management transition costs of $2.7 million; rebranding costs of $1.3 million; interest expense of $3.8 million; and
transaction, settlement and integrations costs, net, totaling $694,000. Net loss for fiscal 2018 includes executive and management
transition costs of $2.1 million, contract termination costs of $753,000, business development and expansion costs of $796,000, a
gain on the sale of our Boston television station of $665,000, and interest expense of $3.5 million.
33
Table of Contents
Adjusted EBITDA Reconciliation
Adjusted EBITDA (as defined below) for fiscal 2020 was $23.9 million compared with Adjusted EBITDA of $(18.4)
million for fiscal 2019 and $(2.4) million for fiscal 2018.
A reconciliation of the comparable GAAP measure, net income (loss), to Adjusted EBITDA follows, in thousands:
Net loss
Adjustments:
Depreciation and amortization (a)
Interest income
Interest expense
Income taxes
EBITDA (b)
A reconciliation of EBITDA to Adjusted EBITDA is as follows:
EBITDA (b)
Adjustments:
Transaction, settlement and integration costs, net (c)
Restructuring costs
Inventory impairment write-down
Executive and management transition costs
Rebranding costs
Gain on sale of television station
Non-cash share-based compensation expense
Adjusted EBITDA (b)
January 30,
2021
$ (13,234)
For the Fiscal Years Ended
February 1,
2020
$ (56,296)
February 2,
2019
$ (22,157)
27,978
(3)
5,237
60
20,038
12,014
(17)
3,777
11
$ (40,511)
$
$
10,164
(34)
3,502
65
(8,460)
$
20,038
$ (40,511)
$
(8,460)
1,200
715
—
—
—
—
694
9,166
6,050
2,741
1,265
—
1,960
23,913
$
2,204
$ (18,391)
$
1,549
—
—
2,093
—
(665)
3,064
(2,419)
(a)
Includes distribution facility depreciation of $4.0 million, $4.0 million and $3.9 million for the years ended January 30,
2021, February 1, 2020 and February 2, 2019. Distribution facility depreciation is included as a component of cost of sales
within the accompanying consolidated statements of operations. The year ended January 30, 2021 includes amortization
expense related to the television distribution rights totaling $16.9 million.
(b) EBITDA as defined for this statistical presentation represents net income (loss) for the respective periods excluding
depreciation and amortization expense, interest income (expense) and income taxes. We define Adjusted EBITDA as
EBITDA excluding non-operating gains (losses); transaction, settlement and integration costs, net; restructuring costs; non-
cash impairment charges and write downs; executive and management transition costs; rebranding costs; gain on sale of
television station; and non-cash share-based compensation expense.
(c) Transaction, settlement and integration costs for the year ended January 30, 2021 include consulting fees incurred to explore
additional loan financings, settlement costs, professional fees related to the TheCloseOut.com transaction, and incremental
COVID-19 related legal costs. Transaction, settlement and integration costs, net, for year ended February 1, 2020 includes
contract settlement costs of $1.2 million; business acquisition and integration-related costs of $246,000 to acquire Float Left
and J.W. Hulme; costs incurred related to the implementation of our ShopHQ VIP customer loyalty program and our third-
party logistics service offerings of $658,000, costs incurred to amend our Articles of Incorporation and to effect a one-for-ten
reverse stock split of our common stock of $121,000, partially offset by a $1.5 million gain for the sale of our claim related
to the Payment Card Interchange Fee and Merchant Discount Antitrust Litigation class action lawsuit. Transaction,
settlement and integration costs for the year ended February 2, 2019 includes business development and expansion costs of
$796,000 and contract termination costs of $753,000.
We have included the term "Adjusted EBITDA" in our EBITDA reconciliation in order to adequately assess the operating
performance of our video and digital businesses and in order to maintain comparability to our analyst’s coverage and financial
guidance, when given. Management believes that Adjusted EBITDA allows investors to make a meaningful comparison between
our core business operating results over different periods of time with those of other similar
34
Table of Contents
companies. In addition, management uses Adjusted EBITDA as a metric measure to evaluate operating performance under our
management and executive incentive compensation programs. Adjusted EBITDA should not be construed as an alternative to
operating income (loss), net income (loss) or to cash flows from operating activities as determined in accordance with GAAP and
should not be construed as a measure of liquidity. Adjusted EBITDA may not be comparable to similarly entitled measures
reported by other companies.
Financial Condition, Liquidity and Capital Resources
As of January 30, 2021, we had cash of $15.5 million. In addition, under the PNC Credit Facility, we are required to
maintain a minimum of $10 million of unrestricted cash plus unused line availability at all times. As of February 1, 2020, we had
cash of $10.3 million. During fiscal 2020, working capital increased $191,000 to $33.7 million compared to working capital of
$33.5 million for fiscal 2019 (see "Cash Requirements" below for additional information on changes in working capital
accounts). The current ratio (our total current assets divided by total current liabilities) was 1.2 at January 30, 2021 and 1.3 at
February 1, 2020.
Sources of Liquidity
Our principal source of liquidity is our available cash and our additional borrowing capacity under our revolving credit
facility with PNC Bank, N.A. ("PNC"), a member of The PNC Financial Services Group, Inc. As of January 30, 2021, we had
cash of $15.5 million and additional borrowing capacity of $12.6 million. Our cash was held in bank depository accounts
primarily for the preservation of cash liquidity.
PNC Credit Facility
On February 9, 2012, we entered into a credit and security agreement (as amended through February 5, 2021, the "PNC
Credit Facility") with PNC, as lender and agent. The PNC Credit Facility, which includes CIBC Bank USA (formerly known as
The Private Bank) as part of the facility, provides a revolving line of credit of $70.0 million and provides for a term loan on
which we had originally drawn to fund improvements at our distribution facility in Bowling Green, Kentucky and to partially pay
down our previously outstanding term loan with GACP Finance Co., LLC. All borrowings under the PNC Credit Facility mature
and are payable on July 27, 2023. Subject to certain conditions, the PNC Credit Facility also provides for the issuance of letters of
credit in an aggregate amount up to $6.0 million which, upon issuance, would be deemed advances under the PNC Credit
Facility. The PNC Credit Facility also provides for an accordion feature that would allow us to expand the size of the revolving
line of credit by an additional $20.0 million 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 are equal to the lesser of $70.0
million or a calculated borrowing base comprised of eligible accounts receivable and eligible inventory.
The revolving line of credit under the PNC Credit Facility bears interest at either a Base Rate or LIBOR plus a margin
consisting of between 2% and 3.5% on Base Rate advances and 3% and 4.5% on LIBOR advances based on our trailing twelve-
month reported leverage ratio (as defined in the PNC Credit Facility) measured semi-annually as demonstrated in our financial
statements. The term loan bears interest at either a Base Rate or LIBOR plus a margin consisting of between 4% and 5% on Base
Rate term loans and 5% to 6% on LIBOR Rate term loans based on our leverage ratio measured annually as demonstrated in our
audited financial statements.
As of January 30, 2021, we had borrowings of $41.0 million under our revolving line of credit. As of January 30, 2021, the
term loan under the PNC Credit Facility had $12.4 million outstanding, of which $2.7 million was classified as current in the
accompanying balance sheet. Remaining available capacity under the revolving credit facility as of January 30, 2021 was
approximately $12.6 million, which provides liquidity for working capital and general corporate purposes. In addition, as of
January 30, 2021, our unrestricted cash plus unused line availability was $28.0 million, we were in compliance with applicable
financial covenants of the PNC Credit Facility and expect to be in compliance with applicable financial covenants over the next
twelve months.
Principal borrowings under the term loan are payable in monthly installments over an 84-month amortization period that
commenced on September 1, 2018 and are also subject to mandatory prepayment in certain circumstances, including, but not
limited to, upon receipt of certain proceeds from dispositions of collateral. Borrowings under the term loan are also subject to
mandatory prepayment in an amount equal to fifty percent (50%) of excess cash flow for such fiscal year, with any such payment
not to exceed $2.0 million in any such fiscal year.
35
Table of Contents
The PNC Credit Facility contains customary covenants and conditions, including, among other things, maintaining a
minimum of unrestricted cash plus unused line availability of $10.0 million at all times and limiting annual capital expenditures.
Certain financial covenants, including minimum EBITDA levels (as defined in the PNC Credit Facility) and a minimum fixed
charge coverage ratio of 1.1 to 1.0, become applicable only if unrestricted cash plus unused line availability falls below $10.8
million. In addition, the PNC Credit Facility places restrictions on our 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 common shareholders.
Public Equity Offerings
On August 28, 2020, we completed a public offering, in which we issued and sold 2,760,000 shares of our 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 $15.8 million. We are using the proceeds for general working capital purposes.
Subsequent to the end of fiscal 2020, on February 22, 2021, we completed a public offering, in which we issued and sold
3,289,000 shares of our 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 $21.2 million. Please refer to Note 22 - “Subsequent
Events” in the notes to our consolidated financial statements for additional information.
Private Placement Securities Purchase Agreement
On April 14, 2020, we entered into a common stock and warrant purchase agreement with certain individuals and entities,
pursuant to which we will issue and sell shares of our common stock and warrants to purchase shares of our common stock. The
initial closing occurred on April 17, 2020 and we issued an aggregate of 731,937 shares and warrants to purchase an aggregate of
367,197 shares of our common stock. We received gross proceeds of $1.5 million for the initial closing. The additional closings
occurred during the second quarter of fiscal 2020 with an aggregate cash purchase price of $2.5 million, in which we issued
1,104,377 shares of our common stock, warrants to purchase an aggregate of 611,993 shares of our common stock at a price of
$2.66 per share, and fully-paid warrants to purchase an aggregate of 114,698 shares of our common stock at a price of $0.001 per
share. See Note 10 - "Shareholders' Equity" in the notes to our consolidated financial statements for additional information.
Other
Our ValuePay program is an installment payment program which allows customers to pay by credit card for certain
merchandise in two or more equal monthly installments. As of January 30, 2021, we had approximately $49.7 million of net
receivables due from customers under the ValuePay program. Another potential source of near-term liquidity is our ability to
increase our cash flow resources by reducing the percentage of our sales offered under our ValuePay installment program or by
decreasing the length of time we extend credit to our customers under this installment program. However, any such change to the
terms of our ValuePay installment program could impact future sales, particularly for products sold with higher price points.
Please see "Cash Requirements" below for a discussion of our ValuePay installment program.
Cash Requirements
Currently, our principal cash requirements are to fund our business operations, which consist primarily of purchasing
inventory for resale, funding ValuePay installment receivables, funding our basic operating expenses, particularly our contractual
commitments for cable and satellite programming distribution, and the funding of necessary capital expenditures. We closely
manage our cash resources and our working capital. We attempt to manage our inventory receipts and reorders in order to ensure
our inventory investment levels remain commensurate with our current sales trends. We also monitor the collection of our credit
card and ValuePay installment receivables and manage our vendor payment terms in order to more effectively manage our
working capital which includes matching cash receipts from our customers, to the extent possible, with related cash payments to
our vendors. ValuePay remains a cost-effective promotional tool for us. We continue to make strategic use of our ValuePay
program in an effort to increase sales and to respond to similar competitive programs.
36
Table of Contents
We also have significant future commitments for our cash, primarily payments for cable and satellite program distribution
obligations and the eventual repayment of our credit facility. As of January 30, 2021, we had total contractual cash obligations
and commitments primarily with respect to our cable and satellite agreements, credit facility, operating leases, and finance lease
payments totaling approximately $181.2 million coming due over the next five fiscal years. Subsequent to the end of fiscal 2020,
we acquired certain assets related to the Christopher & Banks eCommerce business. See Note 22 - “Subsequent Events” in the
notes to our consolidated financial statements for additional information.
We have experienced a decline in net sales and a decline in our active customer file during fiscal 2020, 2019 and 2018 and
a corresponding impact to our profitability. We have taken or are taking the following steps to enhance our operations and
liquidity position: completed equity public offerings during the first quarter of fiscal 2021 and third quarter of fiscal 2020 in
which we received proceeds of $21.2 million and $15.8 million, after deducting underwriters’ discounts and commissions and
other offering costs; entered into a private placement securities purchase agreements in which we received gross proceeds of $6.0
million during the first quarter of fiscal 2019; entered into a common stock and warrant purchase agreement in which we received
gross proceeds of $4.0 million during the first six months of fiscal 2020; implemented a reduction in overhead costs totaling $22
million in expected annualized savings for the reductions made during fiscal 2019 and $16 million in expected annualized
savings for the reductions made during the first quarter of fiscal 2020, primarily driven by a reduction in our work force;
negotiated improved payment terms with our inventory vendors; renegotiating with certain cable and satellite distributors to
reduce our service costs and improve our payment terms; reduced capital expenditures in fiscal 2020 compared to prior years;
managed our inventory receipts in fiscal 2020 to reduce our inventory on hand; implemented by appointment viewing "static
programming" to increase viewership; launching or have launched new innovative programming; and establishing category
specific customer growth priorities around ASP, product assortment and product margins; launched ShopHQHealth, an additional
television network that offers a robust assortment of products and services dedicated to addressing the physical, spiritual and
mental health needs of customers; and entered into a licensing agreement to operate the Christopher & Banks business.
Our ability to fund operations and capital expenditures in the future will be dependent on our ability to generate cash flow
from operations, maintain or improve margins, decrease the rate of decline in our sales and to use available funds from our PNC
Credit Facility. Our ability to borrow funds is dependent on our ability to maintain an adequate borrowing base and our ability to
meet our credit facility's covenants (as described above). We believe that it is probable our existing cash balances, together with
the cost cutting measures described above and our availability under the PNC Credit Facility, will be sufficient to fund our
normal business operations over the next twelve months from the issuance of this report. However, there can be no assurance that
we will be able to achieve our strategic initiatives or obtain additional funding on favorable terms in the future which could have
a significant adverse effect on our operations.
For fiscal 2020, net cash provided by operating activities totaled $6.2 million compared to net cash used for operating
activities of $6.2 million in fiscal 2019 and net cash provided by operating activities of $7.2 million in fiscal 2018. Net cash
provided by operating activities for fiscal 2020 reflects a net loss, as adjusted for depreciation and amortization, share-based
payment compensation, payments for television distribution rights and amortization of deferred financing costs. In addition, net
cash provided by operating activities for fiscal 2020 reflects decreases in inventories, accounts receivable and prepaid expenses,
and an increase in deferred revenue; partially offset by decreases in accounts payable and accrued liabilities. Inventories
decreased primarily as a result of disciplined management of overall working capital components commensurate with sales.
Accounts receivable decreased primarily due to lower sales levels, as well as a slight decrease in the utilization of our ValuePay
installment program. Accounts payable and accrued liabilities decreased during the first nine months of fiscal 2020 primarily due
to a decrease in inventory payables as a result of lower inventory levels and timing of payments to vendors, a decrease in accrued
severance resulting from our 2019 cost optimization initiative and 2019 executive and management transition, and a decrease in
accrued cable distribution fees.
Net cash used for operating activities for fiscal 2019 reflects a net loss, as adjusted for depreciation and amortization, share-
based payment compensation, inventory impairment write-down, and the amortization of deferred financing costs. In addition,
net cash used for operating activities for fiscal 2019 reflects an increase in inventories; partially offset by increases in accounts
payable and accrued liabilities, decreases in accounts receivable and prepaid expenses, and increases in deferred revenue.
Inventory increased as a result of lower than expected sales during the fourth quarter of fiscal 2019 and management's plan to
increase our air-time in consumer electronics, which are primarily drop-shipped from our vendors, and decrease airtime for
merchandise previously purchased in our long lead time businesses. Accounts receivable decreased primarily due to lower sales
levels, as well as a slight decrease in the utilization of our ValuePay installment program. Accounts payable and accrued
liabilities increased during the first twelve months of fiscal 2019 primarily due to
37
Table of Contents
an increase in accrued cable distribution fees as a result of negotiated extended payment agreements, an increase in inventory
payables as a result of higher inventory purchases during the holiday season and the timing of these elevated inventory payments
made to vendors, and an increase in accrued severance resulting from our 2019 cost optimization initiative and 2019 executive
and management transition. The increase in accounts payable and accrued liabilities was partially offset by a decrease in freight
payables and a decrease in our merchandise return liability.
Net cash used for investing activities totaled $4.9 million for fiscal 2020 compared to net cash used for investing activities
of $7.8 million for fiscal 2019. Expenditures for property and equipment were $4.9 million in fiscal 2020 compared to $7.1
million in fiscal 2019. The decrease in capital expenditures in fiscal 2020 compared to fiscal 2019 primarily related to
expenditures made for the upgrades in our customer service call routing technology during fiscal 2019. Additional capital
expenditures made during the periods presented relate primarily to the development, upgrade and replacement of computer
software, order management, merchandising and warehouse management systems, related computer equipment, digital
broadcasting equipment, and other office equipment, warehouse equipment and production equipment. Principal future capital
expenditures are expected to include: the development, upgrade and replacement of various enterprise software systems;
equipment improvements and technology upgrades at our distribution facility in Bowling Green, Kentucky; security upgrades to
our information technology; the upgrade of television production and transmission equipment; related computer equipment
associated with the expansion of our television shopping business and digital commerce initiatives; and the assets acquired to
operate the Christopher & Banks eCommerce business as described in Note 22 – “Subsequent Events” in the notes to our
consolidated financial statements. During fiscal 2019, we paid $635,000 for the acquisition of J.W. Hulme and Float Left.
Net cash provided by financing activities totaled $5.2 million in fiscal 2020 and related primarily to proceeds from our
PNC revolving loan of $26.4 million and proceeds from the issuance of common stock and warrants of $20.0 million, offset by
principal payments on the PNC revolving loan of $39.3 million, principal payments on our PNC term loan of $2.7 million, final
payments related to our fiscal 2019 business acquisitions of $238,000, payments for common stock issuance costs of $216,000,
finance lease payments of $103,000 and tax payments for restricted stock unit issuances of $13,000. Net cash provided by
financing activities totaled $3.3 million in fiscal 2019 and related primarily to proceeds from our PNC revolving loan of $188.1
million and proceeds from the issuance of common stock and warrants of $6.0 million, offset by principal payments on the PNC
revolving loan of $188.1 million, principal payments on our PNC term loan of $2.5 million, payments for common stock issuance
costs of $109,000, finance lease payments of $71,000 and tax payments for restricted stock unit issuances of $39,000.
Financial Covenants
The PNC Credit Facility contains customary covenants and conditions, including, among other things, maintaining a
minimum of unrestricted cash plus unused line availability of $10.0 million at all times and limiting annual capital expenditures.
Certain financial covenants, including minimum EBITDA levels (as defined in the PNC Credit Facility) and a minimum fixed
charge coverage ratio of 1.1 to 1.0, become applicable only if unrestricted cash plus unused line availability falls below $10.8
million or upon an event of default. As of January 30, 2021, our unrestricted cash plus unused line availability was $28.0 million,
and we were in compliance with applicable financial covenants of the PNC Credit Facility and expect to be in compliance with
applicable financial covenants over the next twelve months.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements, investments in special purpose entities or undisclosed borrowings or
debt. Additionally, we are not party to any derivative contracts or synthetic leases.
Impact of Inflation
We believe that inflation has not had a material impact on our results of operations for each of the fiscal years in the three-
year period ended January 30, 2021. We cannot assure you that inflation will not have an adverse impact on our operating results
and financial condition in future periods.
Recently Issued Accounting Pronouncements
See Note 2 - "Summary of Significant Accounting Policies" in the notes to our consolidated financial statements for a
discussion of recent accounting pronouncements.
38
Table of Contents
Critical Accounting Policies and Estimates
Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses our consolidated
financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States
of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting periods. On an on-going basis, management
evaluates its estimates and assumptions, including those related to the realizability of accounts receivable, inventory and product
returns. Management bases its estimates and assumptions on historical experience and on various other factors that are believed
to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of
assets and liabilities that are not readily apparent from other sources. There can be no assurance that actual results will not differ
from these estimates under different assumptions or conditions.
Management believes the following critical accounting policies affect the more significant assumptions and estimates used
in the preparation of the consolidated financial statements:
●
●
Accounts receivable. We utilize an installment payment program called ValuePay that entitles customers to purchase
merchandise and pay for the merchandise in two or more equal monthly credit card installments in which we bear the
risk of collection. The percentage of our net sales generated utilizing our ValuePay payment program over the past three
fiscal years ranged from 55% to 67%. As of January 30, 2021 and February 1, 2020, we had approximately $49.7
million and $56.9 million due from customers under the ValuePay installment program. We maintain allowances for
doubtful accounts for estimated losses resulting from the inability of our customers to make required payments.
Estimates are used in determining the provision for doubtful accounts and are based on historical rates of actual write
offs and delinquency rates, historical collection experience, credit policy, current trends in the credit quality of our
customer base, average length of ValuePay offers, average selling prices, our sales mix and accounts receivable aging.
The provision for doubtful accounts, which is primarily related to our ValuePay program, for fiscal 2020, fiscal 2019
and fiscal 2018 was $4.9 million, $7.3 million and $7.8 million. Based on our fiscal 2020 bad debt experience, a one-
half point increase or decrease in our bad debt experience as a percentage of total net sales would have an impact of
approximately $1.4 million on consolidated distribution and selling expense.
stage of product life cycle and whether items are selling below cost.
Inventory. We value our inventory, which consists primarily of consumer merchandise held for resale, principally at the
lower of average cost or net realizable value. As of January 30, 2021 and February 1, 2020, we had inventory balances
of $68.7 million and $78.9 million. We regularly review inventory quantities on hand and record a provision for excess
and obsolete inventory based primarily on the following factors: age of the inventory, estimated required sell-through
time,
In determining appropriate
reserve percentages, we look at our historical write off experience, the specific merchandise categories affected, our
historic recovery percentages on various methods of liquidations, return to vendor contract rights, forecasts of future
planned receipts, forecasts of inventory levels, forecasts of future product airings and current markdown processes.
Provision for excess and obsolete inventory for fiscal 2020, fiscal 2019 and fiscal 2018 was $5.5 million, $8.8 million
and $5.1 million. The fiscal 2019 provision includes a non-cash inventory write-down of $6.1 million resulting from a
change in our merchandise strategy (see Note 17 - "Inventory Impairment Write-down" in the notes to our consolidated
financial statements). Based on our fiscal 2020 inventory write down experience, a 10% increase or decrease in
inventory write downs would have had an impact of approximately $560,000 on consolidated gross profit.
● Merchandise returns. We record a merchandise return liability as a reduction of gross sales for anticipated merchandise
returns at each reporting period and must make estimates of potential future merchandise returns related to current
period product revenue. Our return rates on our total net sales were 14.8% in fiscal 2020, 19.4% in fiscal 2019, and
19.0% in fiscal 2018. We estimate and evaluate the adequacy of our merchandise returns liability by analyzing historical
returns by merchandise category, looking at current economic trends and changes in customer demand and by analyzing
the acceptance of new product lines. Assumptions and estimates are made and used in connection with establishing the
merchandise return liability in any accounting period. As of January 30, 2021 and February 1, 2020, we recorded a
merchandise return liability of $5.3 million and $5.8 million, included in accrued liabilities, and a right of return asset of
$2.7 million and $3.2 million, included in
39
Table of Contents
other current assets. Based on our fiscal 2020 sales returns, a one-point increase or decrease in our returns rate would
have had an impact of approximately $2.1 million on gross profit.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
40
Table of Contents
Item 8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
OF iMEDIA BRANDS, INC.
AND SUBSIDIARIES
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of January 30, 2021 and February 1, 2020
Consolidated Statements of Operations for the Years Ended January 30, 2021, February 1, 2020 and February 2, 2019
Consolidated Statements of Shareholders’ Equity for the Years Ended January 30, 2021, February 1, 2020 and
February 2, 2019
Consolidated Statements of Cash Flows for the Years Ended January 30, 2021, February 1, 2020 and February 2, 2019
Notes to Consolidated Financial Statements
Page
42
44
45
46
47
48
41
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of
iMedia Brands, Inc. and subsidiaries
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of iMedia Brands Inc. and subsidiaries (the "Company") as of
January 30, 2021 and February 1, 2020, the related consolidated statements of operations, shareholders' equity, and cash flows,
for each of the three fiscal years in the period ended January 30, 2021, and the related notes (collectively referred to as the
"financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the
Company as of January 30, 2021 and February 1, 2020, and the results of its operations and its cash flows for each of the three
fiscal years in the period ended January 30, 2021, in conformity with accounting principles generally accepted in the United
States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting
but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that
was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are
material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and
we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which it relates.
Inventory Obsolescence Reserve– Refer to Note 2 to the financial statements
Critical Audit Matter Description
The Company’s inventories are stated at the lower of average cost or net realizable value. The Company maintains an inventory
reserve based primarily on the age of the inventory, estimated required sell-through time, stage of product life cycle and whether
items are selling below cost. In determining appropriate inventory reserve percentages, the Company evaluates a number of
factors including its historical write off experience, the specific merchandise categories affected, its historic recovery percentages
on various methods of liquidations, and return to vendor contract rights, as well as forecasts of future planned receipts, inventory
levels, and product airings.
Inventories, net, and the inventory reserve at January 30, 2021, totaled $68.7 million and $10.0 million, respectively.
42
Table of Contents
Given the significant judgments necessary to identify and record the inventory reserve timely, performing audit procedures to
evaluate management’s estimates of the net realizable value for the inventory on-hand as of the reporting date involved a high
degree of auditor judgment.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to management’s estimates of the net realizable value for the inventory on-hand as of the reporting
date included the following, among others:
● We evaluated the appropriateness and consistency of management’s methodology and assumptions used in determining
the inventory reserve.
● We obtained the Company’s inventory reserve calculation and tested the mathematical accuracy.
● We tested the accuracy and completeness of the underlying data used in the calculation of the Company’s inventory
reserve.
● We selected a sample of inventory items and evaluated historical sales performance relative to management’s
conclusions on the ability to sell through the inventory on-hand at the forecasted levels.
● We performed a retrospective review of actual product sales activity and the relative gross margins earned subsequent to
fiscal year end to assess potential bias present in the reserve estimate.
/s/ DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
April 23, 2021
We have served as the Company’s auditor since 2002
43
Table of Contents
iMEDIA BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
Current assets:
Cash
Accounts receivable, net
Inventories
Current portion of television distribution rights, net
Prepaid expenses and other
Total current assets
Property and equipment, net
Television distribution rights, net
Other assets
TOTAL ASSETS
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable
Accrued liabilities
Current portion of television distribution rights obligations
Current portion of long term credit facility
Current portion of operating lease liabilities
Deferred revenue
Total current liabilities
Other long term liabilities
Long term credit facility
Total liabilities
Commitments and contingencies
Shareholders' equity:
January 30,
February 1,
2021
2020
(In thousands, except share and
per share data)
$
$
$
15,485
61,951
68,715
19,725
7,853
173,729
41,988
7,028
3,892
226,637
77,995
29,509
29,173
2,714
462
213
140,066
8,855
50,666
199,587
$
$
$
10,287
63,594
78,863
—
8,196
160,940
47,616
—
4,187
212,743
83,659
40,250
—
2,714
704
141
127,468
335
66,246
194,049
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 and 14,600,000 shares authorized as of
January 30, 2021 and February 1, 2020; 13,019,061 and 8,208,227 shares issued and
outstanding as of January 30, 2021 and February 1, 2020
Additional paid-in capital
Accumulated deficit
Total shareholders’ equity
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
—
—
130
474,375
(447,455)
27,050
226,637
$
82
452,833
(434,221)
18,694
212,743
$
The accompanying notes are an integral part of these consolidated financial statements.
44
Table of Contents
iMEDIA BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
January 30,
2021
For the Fiscal Years Ended
February 1,
2020
(In thousands, except share and per share data)
February 2,
2019
Net sales
Cost of sales
Gross profit
Operating expense:
Distribution and selling
General and administrative
Depreciation and amortization
Restructuring costs
Executive and management transition costs
Gain on sale of television station
Total operating expense
Operating loss
Other income (expense):
Interest income
Interest expense
Total other expense, net
Loss before income taxes
Income tax provision
Net loss
Net loss per common share
Net loss per common share — assuming dilution
Weighted average number of common shares outstanding:
Basic
Diluted
$
$
454,171
287,118
167,053
129,920
20,336
24,022
715
—
—
174,993
(7,940)
3
(5,237)
(5,234)
(13,174)
(60)
(13,234)
(1.23)
(1.23)
$
$
$
$
$
$
$
501,822
338,185
163,637
170,587
25,611
8,057
9,166
2,741
—
216,162
(52,525)
17
(3,777)
(3,760)
(56,285)
(11)
(56,296)
(7.54)
(7.54)
$
$
$
596,637
389,790
206,847
191,917
25,883
6,243
—
2,093
(665)
225,471
(18,624)
34
(3,502)
(3,468)
(22,092)
(65)
(22,157)
(3.35)
(3.35)
10,745,916
10,745,916
7,462,380
7,462,380
6,607,321
6,607,321
The accompanying notes are an integral part of these consolidated financial statements.
45
Table of Contents
iMEDIA BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
For the Years Ended January 30, 2021, February 1, 2020 and February 2, 2019
Common Stock
Number
of Shares
Additional
Paid-In
Capital
Accumulated
Deficit
(In thousands, except share data)
Par Value
Total
Shareholders'
Equity
BALANCE, February 3, 2018
Net loss
Common stock issuances pursuant to equity
compensation awards
Share-based payment compensation
BALANCE, February 2, 2019
Net loss
Common stock issuances pursuant to equity
compensation awards
Share-based payment compensation
Common stock issuances pursuant to business
acquisitions
Common stock and warrant issuance
BALANCE, February 1, 2020
Net loss
Common stock issuances pursuant to equity
compensation awards
Exercise of warrants
Share-based payment compensation
Common stock and warrant issuance
BALANCE, January 30, 2021
65
—
$ 439,699
$ (355,768) $
(22,157)
—
6,529,045
$
—
262,889
—
6,791,934
—
45
3,064
442,808
3
—
68
—
—
225,293
—
2
—
(41)
2,204
391,000
800,000
8,208,227
—
1,852
6,010
452,833
4
8
82
—
—
—
—
(377,925)
(56,296)
—
—
—
—
(434,221)
(13,234)
99,822
114,698
—
4,596,314
13,019,061
$
1
1
—
46
130
(14)
(1)
1,960
19,597
$ 474,375
—
—
—
—
$ (447,455) $
83,996
(22,157)
48
3,064
64,951
(56,296)
(39)
2,204
1,856
6,018
18,694
(13,234)
(13)
—
1,960
19,643
27,050
The accompanying notes are an integral part of these consolidated financial statements.
46
Table of Contents
iMEDIA BRANDS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
OPERATING ACTIVITIES:
Net loss
Adjustments to reconcile net loss to net cash provided by (used for)
operating activities:
Depreciation and amortization
Share-based payment compensation
Inventory impairment write-down
Payments for television distribution rights
Amortization of deferred financing costs
Gain on sale of television station
Changes in operating assets and liabilities:
Accounts receivable, net
Inventories
Deferred revenue
Prepaid expenses and other
Accounts payable and accrued liabilities
Net cash provided by (used for) operating activities
INVESTING ACTIVITIES:
Property and equipment additions
Cash paid for business acquisitions
Proceeds from the sale of assets
Net cash used for investing activities
FINANCING ACTIVITIES:
Proceeds from issuance of revolving loan
Proceeds from issuance of common stock and warrants
Proceeds from issuance of term loan
Proceeds from exercise of stock options
Payments on revolving loan
Payments on term loan
Payments for business acquisition
Payments for common stock issuance costs
Payments on finance leases
Payments for restricted stock issuance
Payments for deferred financing costs
For the Fiscal Years Ended
January 30,
2021
February 1,
2020
(in thousands)
February 2,
2019
$ (13,234)
$
(56,296)
$
(22,157)
27,978
1,960
—
(8,567)
196
—
12,014
2,204
6,050
—
201
—
1,643
10,148
98
1,360
(15,351)
6,231
(4,892)
—
—
18,285
(18,816)
58
776
29,367
(6,157)
(7,146)
(638)
—
(4,892)
(7,784)
26,400
20,043
—
—
(39,300)
(2,714)
(238)
(216)
(103)
(13)
—
188,100
6,000
—
—
(188,100)
(2,488)
—
(109)
(71)
(39)
—
10,164
3,064
—
—
215
(665)
14,796
3,539
(35)
905
(2,614)
7,212
(8,768)
—
665
(8,103)
239,300
—
5,821
181
(245,300)
(2,325)
—
—
(12)
(133)
(96)
(2,564)
(3,455)
24,390
20,935
Net cash provided by (used for) financing activities
Net increase (decrease) in cash and restricted cash equivalents
BEGINNING CASH AND RESTRICTED CASH EQUIVALENTS
ENDING CASH AND RESTRICTED CASH EQUIVALENTS
3,859
5,198
10,287
15,485
3,293
(10,648)
20,935
10,287
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
47
Table of Contents
(1) The Company
iMEDIA BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fiscal Years Ended January 30, 2021, February 1, 2020 and February 2, 2019
iMedia Brands, Inc. (formerly EVINE Live Inc.) and its subsidiaries ("we," "our," "us," or the "Company") are a leading
interactive media company that owns a growing portfolio of lifestyle television networks, consumer brands, media commerce
services and online marketplaces. The Company's television brands are ShopHQ, ShopBulldogTV and ShopHQHealth. ShopHQ is
the Company's nationally distributed shopping entertainment network that offers a mix of proprietary, exclusive and name-brand
merchandise in the categories of jewelry & watches, home & consumer electronics, beauty & wellness, and fashion & accessories
directly to consumers 24 hours a day in an engaging and informative shopping experience. ShopBulldogTV, which launched in the
fourth quarter of fiscal 2019, is a niche television shopping entertainment network that is geared toward male consumers.
ShopHQHealth, which launched in the third quarter of fiscal 2020, is a health and wellness focused television shopping
entertainment network that offers a robust assortment of products and services dedicated to addressing the physical, spiritual and
mental health needs of its customers and their families. The Company's television shopping entertainment programming is
distributed through cable and satellite distribution agreements, agreements with telecommunications companies and arrangements
with over-the-air broadcast television stations. It is also streamed live online at shophq.com, shopbulldogtv.com and
shophqhealth.com, which are comprehensive digital commerce platforms that sell products which appear on the Company's
television shopping entertainment networks as well as an extended assortment of online-only merchandise. The Company's
programming is also available on mobile channels and over-the-top ("OTT") platforms. Both the Company's programming and
products are also marketed via mobile devices, including smartphones and tablets, and through the leading social media channels.
The Company's consumer brands include Christopher & Banks, J.W. Hulme Company ("J.W. Hulme"), Learning to Cook with
Shaquille O’Neal, Kate & Mallory, Live Fit MD, and Indigo Thread. The Christopher & Banks brand was acquired subsequent to
the end of fiscal 2020 on March 1, 2021 through a licensing agreement with ReStore Capital, a Hilco Global company, whereby the
Company will operate the Christopher & Banks business, a specialty retailer of privately branded women's apparel and accessories,
throughout all sales channels, including digital, television, catalog, and brick and mortar retail. J.W. Hulme was acquired during the
fourth quarter of fiscal 2019.
The Company's Media Commerce Services brands are Float Left Interactive, Inc. ("Float Left") and third-party logistics
business i3PL. Float Left was acquired during the fourth quarter of fiscal 2019. Media Commerce Services offers creative and
interactive advertising, OTT app services and third-party logistics.
The Company’s online marketplaces include OurGalleria.com and TheCloseout.com. 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 an online retail store offering quality products at deeply discounted prices. The Company obtained a controlling
interest in TheCloseout.com subsequent to the end of fiscal 2020 on February 5, 2021.
On July 16, 2019, the Company changed its corporate name to iMedia Brands, Inc. from EVINE Live Inc. Effective July 17,
2019, the Company’s Nasdaq trading symbol also changed from EVLV to IMBI. On August 21, 2019, the Company changed the
name of its primary network, Evine, back to ShopHQ, which was the name of the network in 2014.
(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 2020, ended on January 30, 2021, and consisted of 52 weeks. Fiscal 2019 ended on February 1, 2020 and consisted
of 52 weeks. Fiscal 2018 ended on February 2, 2019 and consisted of 52 weeks.
Principles of Consolidation
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.
48
Table of Contents
Revenue Recognition
iMEDIA BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
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 for services is
recognized when the services are provided to the customer. Revenue is reported net of estimated sales returns, credits and incentives,
and excludes sales taxes. Sales returns are estimated and provided for at the time of sale based on historical experience.
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of
account in Accounting Standards Codification ("ASC") 606. A contract’s transaction price is allocated to each distinct performance
obligation and recognized as revenue when, or as, the performance obligation is satisfied. Substantially all of the Company’s sales
are single performance obligation arrangements for transferring control of merchandise to customers.
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."
As of January 30, 2021, the Company had no remaining performance obligations for contracts with original expected terms of
one year or more. The Company has applied the practical expedient to exclude the value of remaining performance obligations for
contracts with an original expected term of one year or less.
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 are estimated at contract inception and updated
at the end of each reporting period as additional information becomes available.
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.
Merchandise Returns
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 30, 2021 and February 1, 2020, the Company recorded a merchandise return liability of $5,271,000
and $5,820,000, included in accrued liabilities, and a right of return asset of $2,749,000 and $3,171,000, included in other current
assets.
Shipping and Handling
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 when the customer obtains control of the merchandise, which is
upon shipment. The Company accrues costs for shipping and handling activities, which occur subsequent to transfer of control to the
customer and are recorded as cost of sales in the accompanying statements of operations.
Sales Taxes
The Company has elected to exclude from revenue the sales taxes imposed on its sales and collected from customers.
49
Table of Contents
Accounts Receivable
iMEDIA BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
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. 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 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. 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. As of January 30, 2021 and February 1, 2020, the Company
had approximately $49,736,000 and $56,928,000 of net receivables due from customers under the ValuePay installment program
and total reserves for estimated uncollectible amounts of $3,132,000 and $6,579,000.
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 and vendor share based payment
compensation. Purchasing and receiving costs, including costs of inspection, are included as a component of distribution and selling
expense and were approximately $5,085,000, $8,730,000 and $10,299,000 for fiscal 2020, fiscal 2019 and fiscal 2018. 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, website marketing and merchandising,
telemarketing, customer service, warehousing, fulfillment and share based compensation. 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. 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 consisted of certificates of deposit with original maturities of three months or less
and were 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:
Cash
Restricted cash equivalents
Total cash and restricted cash equivalents
Inventories
$
15,485,000
January 30,2021 February 1,2020 February 2, 2019
20,485,000
450,000
20,935,000
$
—
$
$
—
$
15,485,000
10,287,000
10,287,000
$
Inventories, which consists of consumer merchandise held for resale, are stated at the lower of average cost or net realizable
value, giving consideration to obsolescence provision write downs of $5,512,000, $8,798,000 and $5,149,000 for fiscal 2020, fiscal
2019 and fiscal 2018. As of January 30, 2021 and February 1, 2020, inventory obsolescence reserves were $9,985,000 and
$12,320,000. Additional disclosure of the fiscal 2019 obsolescence provision write down is provided in Note 17 - "Inventory
Impairment Write-down." During fiscal 2020, 2019 and 2018, products purchased from one vendor accounted for approximately
20%, 19% and 14% of the Company’s consolidated net sales. During fiscal 2020, products purchased from a second vendor
accounted for approximately 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."
50
Table of Contents
iMEDIA BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Marketing and Advertising Costs
Marketing and advertising costs are expensed as incurred and consist primarily of contractual marketing fees paid to certain
cable operators for cross channel promotions and online advertising, including amounts paid to online search engine operators and
customer mailings. Total marketing and advertising costs and online search marketing fees totaled $3,852,000, $4,673,000 and
$4,561,000 for fiscal 2020, fiscal 2019 and fiscal 2018. 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 Distribution Rights
Television distribution 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 to three years.
Contract payments are made in installments over terms that are generally equal to or shorter than the contract period. Pursuant to
accounting guidance for the broadcasting industry, an asset and a liability for the rights acquired and obligations incurred under a
license agreement are reported on the balance sheet when the cost of each television distribution right is known or reasonably
determinable, has been accepted in accordance with the conditions of the agreement, and is available for its first use on the affiliate’s
system. Television distribution rights are recorded at the present value of the contract payments and are amortized on a straight-line
basis over the lives of the individual agreements. Amortization expense for television distribution rights is included in depreciation
and amortization. Television distribution rights are evaluated for impairment whenever events or circumstances indicate that the
carrying amount may not be recoverable. Television distribution rights to be used within one year are reflected as a current asset in
the accompanying consolidated balance sheets. The liability relating to television distribution rights payable within one year are
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.
Intangible Assets
Identifiable intangibles with finite lives are amortized over their estimated useful lives and those identifiable intangibles with
indefinite lives are not amortized. 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. Identifiable intangible assets
not subject to amortization are tested for impairment annually or more frequently if events warrant. The impairment test consists of a
comparison of the fair value of the intangible asset with its carrying amount.
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
51
Table of Contents
iMEDIA BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
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.
Net Loss Per Common Share
During fiscal 2018, the Company issued a restricted stock award that meets the criteria of a participating security.
Accordingly, basic income (loss) per share is computed using the two-class method under which earnings are allocated to both
common shares and participating securities. Undistributed net losses are allocated entirely to common shareholders since the
participating security has no contractual obligation to share in the losses. All shares of restricted stock are deducted from weighted-
average number of common shares outstanding – basic. 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 30, 2021 February 1, 2020 February 2, 2019
Numerator:
Net loss
Earnings allocated to participating share awards (a)
Net loss attributable to common shares — Basic and diluted
Denominator:
Weighted average number of common shares outstanding — Basic (b)
Dilutive effect of stock options, non-vested shares and warrants (c)
Weighted average number of common shares outstanding — Diluted
Net loss per common share
Net loss per common share — assuming dilution
$ (13,234,000) $ (56,296,000) $ (22,157,000)
—
$ (13,234,000) $ (56,296,000) $ (22,157,000)
—
—
10,745,916
7,462,380
—
—
10,745,916
7,462,380
$
$
(1.23) $
(1.23) $
(7.54) $
(7.54) $
6,607,321
—
6,607,321
(3.35)
(3.35)
(a) During fiscal 2018, the Company issued a restricted stock award that is a participating security. For fiscal 2020, fiscal 2019 and
fiscal 2018, 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 2020, fiscal 2019 and fiscal 2018, there were 591,000, 46,000 and 34,000 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.
52
Table of Contents
iMEDIA BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
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.
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 PNC Credit Facility, approximates, and is based on, its 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 2020, fiscal 2019 or fiscal 2018.
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 Intangibles—Goodwill and Other—Internal-Use
Software, Subtopic 350-40 (ASU 2018-15), which aligns the requirements for capitalizing implementation costs incurred in a
hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or
obtain internal-use software. The Company adopted this standard during the first quarter of fiscal 2020 on a prospective basis. The
adoption of ASU 2018-15 did not have a material impact on the Company's consolidated financial statements.
Recently Issued Accounting Pronouncements
In June 2016, the FASB issued guidance on the accounting for credit losses on financial instruments, Topic 326, Financial
Instruments—Credit Losses (ASU 2016-13). Topic 326 was subsequently amended by ASU 2019-04, Codification Improvements to
Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments and
ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses. Among other provisions, this
guidance introduces a new impairment model for most financial assets and certain other instruments. For trade and other receivables,
held-to-maturity debt securities, loans and other instruments, entities will be required to use a forward-looking “expected loss”
model that will replace the current “incurred loss” model that will generally result in the earlier recognition of allowances for losses.
The Company adopted this guidance during the first quarter of fiscal
53
Table of Contents
iMEDIA BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
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.
(3) Property and Equipment
Property and equipment in the accompanying consolidated balance sheets consisted of the following:
Land and improvements
Buildings and leasehold improvements
Transmission and production equipment
Office and warehouse equipment
Computer hardware, software and telephone equipment
Less — Accumulated depreciation
Estimated
Useful Life
(In Years)
—
3-40
5-10
3-15
3-10
January 30,
2021
3,236,000
42,441,000
8,188,000
18,519,000
91,561,000
163,945,000
(121,957,000)
41,988,000
$
$
$
$
February 1,
2020
3,236,000
42,239,000
7,919,000
19,353,000
87,348,000
160,095,000
(112,479,000)
47,616,000
Depreciation expense in fiscal 2020, fiscal 2019 and fiscal 2018 was $10,662,000, $10,661,000 and $9,999,000.
(4) Television Distribution Rights
Television distribution rights in the accompanying consolidated balance sheets consisted of the following:
Television distribution rights
Less accumulated amortization
Television distribution rights, net
$
January 30, 2021 February 1, 2020
—
—
—
43,655,000
(16,902,000)
26,753,000
$
$
$
During fiscal 2020, the Company entered into certain affiliation agreements with television service providers for carriage of
the Company’s television programming over their systems, including channel placement rights. The rights provide the Company
with a channel position on the service provider's channel line-up. The Company recorded television distribution rights of $43.7
million during fiscal 2020, which represents the present value of payments for the television distribution channel placement.
Television distribution rights are amortized on a straight-line basis over the lives of the individual agreements. The remaining
weighted average lives of the television distribution rights was 1.4 years as of January 30, 2021. Amortization expense related to the
television distribution rights was $16,902,000 for fiscal 2020 and is included in depreciation and amortization within the
consolidated statements of operations. Estimated amortization expense is $19,725,000 for fiscal 2021 and $7,028,000 for fiscal
2022. The liability relating to the television distribution rights was $36,530,000 as of January 30, 2021, of which $29,173,000 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 distribution
rights obligation was $1,443,000 during fiscal 2020.
In addition to the channel placement fees, 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.
54
Table of Contents
(5) Intangible Assets
iMEDIA BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Intangible assets in the accompanying consolidated balance sheets consisted of the following:
January 30,2021
February 1,2020
Trade Names
Technology
Customer Lists
Vendor Exclusivity
Total finite-lived intangible assets
Finite-lived Intangible Assets
Estimated
Useful Life
(In Years)
3-15
4
3-5
5
Gross
Carrying
Amount
$ 1,568,000 $
772,000
339,000
192,000
$ 2,871,000 $
Accumulated
Amortization
Gross
Carrying
Amount
(124,000) $ 1,568,000 $
(228,000)
(93,000)
(67,000)
(512,000) $ 2,871,000 $
772,000
339,000
192,000
Accumulated
Amortization
(19,000)
(35,000)
(14,000)
(29,000)
(97,000)
The finite-lived intangible assets are included in other assets in the accompanying balance sheets and consist of the J.W.
Hulme trade name and customer list; the Float Left developed technology, customer relationships and trade name; and a vendor
exclusivity agreement. Amortization expense related to the finite-lived intangible assets was $415,000, $1,353,000 and $165,000 for
fiscal 2020, fiscal 2019 and fiscal 2018. Estimated amortization expense is $415,000 for fiscal 2021, $410,000 for fiscal 2022,
$352,000 for fiscal 2023, $156,000 for fiscal 2024 and $105,000 for fiscal 2025.
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 $1,480,000
and $86,000 and are being amortized over their estimated useful lives of 15 and three years. See Note 13 - "Business Acquisitions"
for additional information.
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 $772,000, $253,000 and $88,000, respectively, and are being amortized over their estimated
useful lives of four, five and 15 years, respectively.
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.
In May 2019, we 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 $193,000. 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.
Sale of Boston Television Station, WWDP and FCC Broadcast License
In August 2017, the Company entered into two agreements with unrelated parties to sell its Boston television station, WWDP,
including the Company’s FCC broadcast license, for an aggregate of $13,500,000. During fiscal 2017, the Company closed on the
asset purchase agreement to sell substantially all the assets primarily related to its television broadcast station, WWDP(TV),
Norwell, Massachusetts (the “Station”), which included an intangible FCC broadcasting license asset. During fiscal 2018, the
Company received the remainder of the sales price, which resulted from the satisfaction of the Station being carried by certain
designated carriers, and recorded a pre-tax operating gain of $665,000 upon the resolution of this gain contingency.
55
Table of Contents
iMEDIA BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(6) Accrued Liabilities
Accrued liabilities in the accompanying consolidated balance sheets consisted of the following:
Accrued cable access fees
Allowance for sales returns
Accrued salaries, severance and related
Other
$
$
January 30, 2021 February 1, 2020
18,243,000
5,820,000
5,937,000
10,250,000
40,250,000
11,150,000
5,271,000
4,183,000
8,905,000
29,509,000
$
$
(7) ShopHQ 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 to finance ShopHQ 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 the ShopHQ 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 ShopHQ credit card transactions except those in the Company’s ValuePay installment
payment program. In July 2020, the Company extended the Program through August 2021 by entering into a Private Label
Consumer Credit Card Program Agreement Amendment with Synchrony Financial, the issuing bank for the Program.
(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).
As of January 30, 2021 and February 1, 2020 the Company also had a long-term variable rate PNC Credit Facility (as defined
below), classified as Level 2, with carrying values of $53,380,000 and $68,960,000. As of January 30, 2021 and February 1, 2020,
$2,714,000 of the long-term variable rate PNC Credit Facility was classified as current. The fair value of the PNC Credit Facility
approximates, and is based on its carrying value due to the variable rate nature of the financial instrument. The Company has no
Level 3 investments that use significant unobservable inputs.
(9) Credit Agreements
The Company’s long-term credit facility consists of:
PNC revolving loan due July 27, 2023, principal amount
PNC term loan due July 27, 2023, principal amount
Less unamortized debt issuance costs
PNC term loan due July 27, 2023, carrying amount
Total long-term credit facility
Less current portion of long-term credit facility
Long-term credit facility, excluding current portion
PNC Credit Facility
$
$
January 30,2021 February 1,2020
53,900,000
15,155,000
(95,000)
15,060,000
68,960,000
(2,714,000)
66,246,000
41,000,000
12,441,000
(61,000)
12,380,000
53,380,000
(2,714,000)
50,666,000
$
$
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
56
Table of Contents
iMEDIA BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
and agent. The PNC Credit Facility, which includes CIBC Bank USA (formerly known as The Private Bank) as part of the facility,
provides a revolving line of credit of $70.0 million and provides 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 provides an accordion feature that would
allow the Company to expand the size of the revolving line of credit by another $20.0 million 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 are equal to the lesser of $70.0 million or a calculated borrowing base comprised of eligible accounts receivable and
eligible inventory.
All borrowings under the PNC Credit Facility mature and are payable on July 27, 2023. Subject to certain conditions, the PNC
Credit Facility also provides for the issuance of letters of credit in an aggregate amount up to $6.0 million which, upon issuance,
would be deemed advances under the PNC Credit Facility. The PNC Credit Facility is secured by a first security interest in
substantially all of the Company’s personal property, as well as the Company’s real properties located in Eden Prairie, Minnesota
and Bowling Green, Kentucky. Under certain circumstances, the borrowing base may be adjusted if there were to be a significant
deterioration in value of the Company’s accounts receivable and inventory.
The revolving line of credit under the PNC Credit Facility bears interest at either a Base Rate or LIBOR plus a margin
consisting of between 2% and 3.5% on Base Rate advances and 3% and 4.5% on LIBOR advances based on the Company’s trailing
twelve-month reported leverage ratio (as defined in the PNC Credit Facility) measured semi-annually as demonstrated in its
financial statements. The term loan bears interest at either a Base Rate or LIBOR plus a margin consisting of between 4% and 5% on
Base Rate term loans and 5% to 6% on LIBOR Rate term loans based on the Company’s leverage ratio measured annually as
demonstrated in its audited financial statements.
As of January 30, 2021, the Company had borrowings of $41.0 million under its revolving credit facility. Remaining available
capacity under the revolving credit facility as of January 30, 2021 was approximately $12.5 million, which provided liquidity for
working capital and general corporate purposes. The PNC Credit Facility also provides for a term loan on which the Company had
originally drawn to fund an expansion and improvements at the Company’s distribution facility in Bowling Green, Kentucky and
subsequently to partially pay down the Company’s previously outstanding term loan with GACP Finance Co., LLC and reduce its
revolving line of credit borrowings. As of January 30, 2021, there was approximately $12.4 million outstanding under the PNC
Credit Facility term loan of which $2.7 million was classified as current in the accompanying balance sheet.
Principal borrowings under the term loan are payable in monthly installments over an 84-month amortization period
commencing on September 1, 2018 and are also subject to mandatory prepayment in certain circumstances, including, but not
limited to, upon receipt of certain proceeds from dispositions of collateral. Borrowings under the term loan are also subject to
mandatory prepayment in an amount equal to fifty percent (50%) of excess cash flow for such fiscal year, with any such payment
not to exceed $2.0 million in any such fiscal year. The PNC Credit Facility is also subject to other mandatory prepayment in certain
circumstances. In addition, if the total PNC Credit Facility is terminated prior to maturity, the Company would be required to pay an
early termination fee of 0.5% if terminated on or before July 27, 2021, and no fee if terminated after July 27, 2021. As of January
30, 2021, the imputed effective interest rate on the PNC term loan was 6.4%.
Interest expense recorded under the PNC Credit Facility was $3,497,000, $3,758,000 and $3,499,000 for fiscal 2020, fiscal
2019 and fiscal 2018.
The PNC Credit Facility contains customary covenants and conditions, including, among other things, maintaining a minimum
of unrestricted cash plus unused line availability of $10.0 million at all times and limiting annual capital expenditures. Certain
financial covenants, including minimum EBITDA levels (as defined in the PNC Credit Facility) and a minimum fixed charge
coverage ratio of 1.1 to 1.0, become applicable only if unrestricted cash plus unused line availability falls below $10.8 million. As of
January 30, 2021, the Company’s unrestricted cash plus unused line availability was $28.0 million and the Company was in
compliance with applicable financial covenants of the PNC Credit Facility and expects to be in compliance with applicable financial
covenants over the next twelve months. In addition, the PNC Credit Facility 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 common
shareholders.
57
Table of Contents
iMEDIA BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Deferred financing costs, net of amortization, relating to the revolving line of credit were $243,000 and $406,000 as of January
30, 2021 and February 1, 2020 and are included within other assets within the accompanying consolidated balance sheets. These
costs are being expensed as additional interest over the five-year term of the PNC Credit Facility.
Maturities
The aggregate maturities of the Company’s long-term credit facility as of January 30, 2021 are as follows:
PNC Credit Facility
Fiscal year
2021
2022
2023
Cash Requirements
Term loan
$
2,714,000
2,714,000
7,013,000
$ 12,441,000
Revolving loan
— $
—
$
41,000,000
$ 41,000,000
Total
2,714,000
2,714,000
48,013,000
$ 53,441,000
Currently, the Company's principal cash requirements are to fund business operations, 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, 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 experienced a decline in net sales and a decline in its active customer file during fiscal 2020, 2019 and 2018 and
a corresponding impact to the Company's profitability. The Company has taken or is taking the following steps to enhance its
operations and liquidity position: completed equity public offerings during the first quarter of fiscal 2021 and third quarter of fiscal
2020 in which the Company received proceeds of $21.2 million and $15.8 million, respectively, after deducting underwriters’
discounts and commissions and other offering costs; entered into a private placement securities purchase agreement in which the
Company received gross proceeds of $6.0 million during the first quarter of fiscal 2019; entered into a common stock and warrant
purchase agreement in which the Company received gross proceeds of $4.0 million during the first half of fiscal 2020; implemented
a reduction in overhead costs totaling $22 million in expected annualized savings for the reductions made during fiscal 2019 and an
additional $16 million in expected annualized savings for the reductions made during the first quarter of fiscal 2020, primarily
driven by a reduction in the Company's work force; negotiated improved payment terms with the Company's inventory vendors;
reduced capital expenditures in fiscal 2020 compared to prior years; renegotiating with certain cable and satellite distributors to
reduce service costs and improve payment terms; and managed the Company's inventory receipts in fiscal 2020 to reduce inventory
on hand.
The Company's ability to fund operations and capital expenditures in the future will be dependent on its ability to generate
cash flow from operations, maintain or improve margins, decrease the rate of decline in its sales and to use available funds from its
PNC Credit Facility. 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). The Company believes that it is probable its existing cash
balances, together with the cost cutting measures described above and its availability under the PNC Credit Facility, will be
sufficient to fund the Company's normal business operations over the next twelve months from the issuance of this report.
58
Table of Contents
iMEDIA BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(10) Shareholders’ Equity
Common Stock
Effective July 13, 2020, the Company amended its Articles of Incorporation to increase the authorized number of common
shares from 5,000,000 to 20,000,000. As of January 30, 2021, the Company had 10,000,000 shares of capital stock authorized, of
which 400,000 was designated as preferred stock, and had 20,000,000 shares of common stock authorized. As of the same date, no
shares of capital stock or preferred stock were outstanding and 13,019,061 shares of common stock were issued and outstanding.
The board of directors may establish new classes and series of capital stock by resolution without shareholder approval; however, in
certain circumstances the Company is required to obtain approval under the PNC Credit Facility.
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 30, 2021, there were zero shares issued and outstanding. See Note 14 -
"Income Taxes" for additional information.
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 PNC Credit Facility.
Public Offering
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 $15,833,000.
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 $4,000,000. The initial closing occurred on April 17, 2020 and the Company received gross
proceeds of $1,500,000. Additional closings occurred on May 22, 2020, June 8, 2020, June 12, 2020 and July 11, 2020 and the
Company received gross proceeds of $2,500,000. The Company incurred approximately $190,000 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.
59
Table of Contents
iMEDIA BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
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 Warrants") to purchase 350,000 shares of the Company’s common stock
at an exercise price of $15.00 per share. The 5-year Warrants are exercisable in whole or in part from time to time through the
expiration date of May 2, 2024. The purchasers included Invicta Media Investments, LLC, Retailing Enterprises, LLC, Michael and
Leah Friedman, Timothy Peterman and certain other private investors. Retailing Enterprises, LLC is a party in which the Company
entered into an agreement to liquidate obsolete inventory. Under the purchase 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 vendor exclusivity agreement with Sterling Time and IWCA. The vendor
exclusivity agreement grants the Company the exclusive right in television shopping to market, promote and sell the products from
IWCA.
The Company received gross proceeds of $6.0 million and incurred approximately $175,000 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
Warrants were issued primarily as consideration for a five-year vendor exclusivity agreement with IWCA and Sterling Time. The
aggregate market value of the 5-year Warrants on the grant date was $193,000, which was recorded as an intangible asset and is
being amortized as cost of sales over the agreement term. The 5-year Warrants are indexed to the Company’s publicly traded stock
and were classified as equity. As a result, the fair value of the 5-year Warrants was recorded as an increase to additional paid-in
capital.
60
Table of Contents
Warrants
iMEDIA BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
As of January 30, 2021, the Company had outstanding warrants to purchase 1,714,120 shares of the Company’s common
stock, of which 1,714,120 are fully exercisable. The warrants expire approximately five years from the date of grant. The following
table summarizes information regarding warrants outstanding at January 30, 2021:
Grant Date
September 19, 2016
November 10, 2016
January 23, 2017
March 16, 2017
May 2, 2019
April 17, 2020
May 22, 2020
June 8, 2020
June 12, 2020
July 11, 2020
Warrants Warrants Exercise Price
Outstanding Exercisable
297,616
33,386
48,930
5,000
349,998
367,197
122,398
122,399
122,398
244,798
297,616
33,386
48,930
5,000
349,998
367,197
122,398
122,399
122,398
244,798
$
$
$
$
$
$
$
$
$
$
(Per Share)
Expiration Date
29.00 September 19, 2021
30.00 November 10, 2021
17.60
19.20
15.00
2.66
2.66
2.66
2.66
2.66
January 23, 2022
March 16, 2022
May 2, 2024
April 14, 2025
April 14, 2025
April 14, 2025
April 14, 2025
April 14, 2025
On November 27, 2018, the Company issued warrants to Fonda, Inc. for 150,000 shares of its common stock in connection
with and as consideration for entering into a services and trademark licensing agreement between the companies. The aggregate
market value on the date of the award was $441,000 and was being amortized as cost of sales over the three-year services and
trademark licensing agreement term. On July 29, 2019, the Company and Fonda, Inc. agreed to terminate the services and trademark
licensing agreement and the warrants for 150,000 shares were forfeited.
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 will vest 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 $2,595,000 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 $865,000 for fiscal 2020. As of January 30, 2020, there
was $1,730,000 of total unrecognized compensation cost related to the award. That cost is expected to be recognized over a
weighted average period of 2.0 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
61
Table of Contents
iMEDIA BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
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 $1,408,000 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 $697,000, $469,000 and $89,000 for fiscal 2020, fiscal
2019 and fiscal 2018. As of January 30, 2021, there was $153,000 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 0.1 years. The total fair value
of restricted stock vested during fiscal 2020 was $229,000.
A summary of the status of the Company’s non-vested restricted stock award activity as of January 30, 2021 and changes
during the twelve-month period then ended is as follows:
Restricted Stock
Non-vested outstanding, February 1,2020
Granted
Vested
Non-vested outstanding, January 30,2021
Stock Compensation Plans
Weighted
Average
Grant Date
Fair Value
9.39
—
9.39
—
Shares
50,000
(50,000)
$
— $
$
— $
The Company's 2020 Equity Incentive Plan ("2020 Plan") provides for the issuance of up to 3,000,000 shares of the
Company's common stock. The 2020 Plan is administered by the human resources and compensation committee of the board of
directors and provides for awards for employees, directors and consultants. All employees and directors of the Company and its
affiliates are eligible to receive awards under the 2020 Plan. The types of awards that may be granted under the 2020 Plan include
incentive and non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based
awards. Stock options may be granted to employees at such exercise prices as the human resources and compensation committee
may determine but not less than 100% of the fair market value of the common stock as of the date of grant (except in the limited
case of "substitute awards" as defined by the 2020 Plan). No stock option may be granted more than 10 years after the effective date
of the respective plan's inception or be exercisable more than 10 years after the date of grant. Except for market-based options,
options granted generally vest over three years in the case of employee stock options and vest immediately on the date of grant in the
case of director options, and have contractual terms of 10 years from the date of grant. The 2020 Plan was approved by the
Company's shareholders at the 2020 Annual Meeting of Shareholders on July 13, 2020.
The Company also maintains the 2011 Omnibus Incentive Plan ("2011 Plan"). Upon the adoption and approval of the 2020
Plan, the Company ceased making awards under the 2011 Plan. Awards outstanding under the 2011 Plan continue to be subject to
the terms of the 2011 Plan, but if those awards subsequently expire, are forfeited or cancelled or are settled in cash, the shares
subject to those awards will become available for awards under the 2020 Plan. Similarly, the Company ceased making awards under
its 2004 Omnibus Stock Plan ("2004 Plan") on June 22, 2014, but outstanding awards under the 2004 Plan remain outstanding in
accordance with its terms.
Stock-Based Compensation - Stock Options
Compensation is recognized for all stock-based compensation arrangements by the Company. Stock-based compensation
expense for fiscal 2020, fiscal 2019 and fiscal 2018 related to stock option awards was $121,000, $681,000 and $1,157,000. 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.
62
Table of Contents
iMEDIA BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
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.
Expected volatility:
Expected term (in years):
Risk-free interest rate:
Fiscal 2019 Fiscal 2018
72% - 78%
6 years
75% - 82%
6 years
1.4% - 2.6% 2.8% - 3.0%
A summary of the status of the Company’s stock option activity as of January 30, 2021 and changes during the year then
ended is as follows:
Balance outstanding, February 1, 2020
Granted
Exercised
Forfeited or canceled
Balance outstanding, January 30, 2021
Options exercisable at January 30, 2021
Weighted
Average
Exercise
Price
12.44
—
—
12.37
12.87
15.00
2011
Plan
247,000
$
— $
— $
(213,000) $
34,000
$
25,000
$
Weighted
Average
Exercise
Price
51.52
—
—
48.92
53.49
53.49
2004
Plan
6,000
$
— $
— $
(3,000) $
3,000
$
3,000
$
The following table summarizes information regarding stock options outstanding at January 30, 2021:
Options Outstanding
Options Vested or Expected to Vest
Weighted
Average
Number of Exercise
Weighted Remaining
Average Contractual Aggregate
Life
(Years)
Option Type
2011 Incentive:
2004 Incentive:
Shares
34,000
3,000
Price
$ 12.87
$ 53.49
Intrinsic Number of
Value
$ 8,000
$ —
Shares
32,000
3,000
6.1
3.1
Weighted
Average
Weighted
Remaining
Average Contractual Aggregate
Intrinsic
Life
Exercise
Value
(Years)
Price
$ 9,000
$ 13.14
—
$
$ 53.49
6.0
3.1
The weighted average grant-date fair value of options granted in fiscal 2019 and fiscal 2018 was $3.12 and $7.35. The total
intrinsic value of options exercised during fiscal 2020, fiscal 2019 and fiscal 2018 was $0, $0 and $26,000. As of January 30, 2021,
total unrecognized compensation cost related to stock options was $12,000 and is expected to be recognized over a weighted average
period of approximately 1.1 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 $7,000 in fiscal 2020,
63
Table of Contents
iMEDIA BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
fiscal 2019 and fiscal 2018. 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 $277,000, $1,031,000 and $1,792,000 for fiscal 2020, fiscal
2019 and fiscal 2018. As of January 30, 2021, there was $987,000 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 2.0 years. The total fair value
of restricted stock units vested during fiscal 2020, fiscal 2019 and fiscal 2018 was $337,000, $434,000 and $1,216,000. 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 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 and 75,000 market-based restricted stock performance units to executives and key employees as
part of the Company’s long-term incentive program during fiscal 2019 and fiscal 2018. No such market-based restricted stock
performance units were granted during fiscal 2020. 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:
Total grant date fair value
Total grant date fair value per share
Expected volatility
Weighted average expected life (in years)
Risk-free interest rate
Fiscal 2019
$482,000
$5.14
74% - 82%
3 years
1.7% - 2.3%
Fiscal 2018
$859,000
$10.70 - $13.00
73% - 76%
3 years
2.4% - 2.7%
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:
Percentile Rank
< 33%
33%
50%
100%
64
Percentage of
Units Vested
0 %
50 %
100 %
150 %
Table of Contents
iMEDIA BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
On May 2, 2019, Timothy A. Peterman was appointed as Chief Executive Officer and entered into an executive employment
agreement. In conjunction with the employment agreement, the Company granted 68,000 market-based restricted stock performance
units to Mr. Peterman. The market-based restricted stock performance units vest in three tranches, each tranche consisting of one-
third of the units subject to the award. Tranche 1 vested on May 2, 2020, the one-year anniversary of the grant date. Tranche 2 will
vest on the date the Company’s average closing stock price for 20 consecutive trading days equals or exceeds $20.00 per share and
the executive has been continuously employed at least one year. Tranche 3 will vest on the date the Company’s average closing
stock price for 20 consecutive trading days equals or exceeds $40.00 per share and the executive has been continuously employed at
least two years. The vesting of the second and third tranches can occur any time on or before May 1, 2029. The total grant date fair
value was estimated to be $220,000 and is being amortized over the derived service periods for each tranche.
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:
Tranche 1 (one year)
Tranche 2 ($20.00/share)
Tranche 3 ($40.00/share)
Fair Value Derived Service
(Per Share)
3.66
$
3.19
$
2.85
$
Period
1.00 Year
3.27 Years
4.53 Years
A summary of the status of the Company’s non-vested restricted stock unit activity as of January 30, 2021 and changes during
the twelve-month period then ended is as follows:
Restricted Stock Units
Market-Based Units
Time-Based Units
Performance-Based Units
Weighted
Average
Grant Date
Fair Value
Shares
Weighted
Average
Grant Date
Fair Value Shares
Weighted
Average
Grant Date
Fair Value
Shares
Total
Weighted
Average
Grant Date
Fair Value
Shares
Non-vested outstanding,
February 1,2020
Granted
Vested
Forfeited
Non-vested outstanding,
January 30,2021
129,000
$
— $
— $
(69,000) $
6.49
—
—
9.05
$
435,000
471,000
$
(103,000) $
(67,000) $
5.96
2.35
4.41
4.22
— $
146,000
—
—
—
1.69
564,000
617,000
$
$
— (103,000) $
— (136,000) $
60,000
$
3.52
736,000
$
4.03
146,000
$
1.69
942,000
$
6.08
2.20
4.41
6.70
3.64
(11) Business Segments and Sales by Product Group
During fiscal 2019, the Company changed its reportable segments into two reporting segments: “ShopHQ” and “Emerging.” In
light of strategic shifts in the Company’s emerging businesses, the Company’s Chief Executive Officer began reviewing operating
results of the Emerging segment separately from its core business, ShopHQ. The chief operating decision maker is the Company’s
Chief Executive Officer and Interim Chief Financial Officer. These segments reflect the way the Company’s chief operating
decision maker evaluates the Company’s business performance and manages its operations. All of Company’s sales are made to
customers residing in the United States.
The Company does not allocate assets between the segments for our internal management purposes, and as such, they are not
presented here. There were no significant inter-segment sales or transfers during fiscal 2020, fiscal 2019 and fiscal 2018. The
Company allocates corporate support costs (such as finance, human resources, warehouse management and legal) to our operating
segments based on their estimated usage and based on how the Company manages the business.
65
Table of Contents
ShopHQ
iMEDIA BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The ShopHQ segment encompasses the Company’s nationally distributed shopping entertainment network. ShopHQ sells and
distributes its products to consumers through its video commerce television, online website and mobile platforms.
Emerging
The Emerging segment consists of the Company’s developing business models. This segment includes the Company’s Media
Commerce Services, which offers creative and interactive advertising, OTT app services and third-party logistics. The Media
Commerce Services brands include Float Left and third-party logistics business i3PL. Float Left is 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 Emerging segment also encompasses the ShopHQHealth,
ShopBulldogTV, J.W. Hulme, and OurGalleria.com. ShopHQHealth is a health and wellness focused network that offers a robust
assortment of products and services dedicated to addressing the physical, spiritual and mental health needs of its customers.
ShopBulldog TV is a niche television shopping network geared towards male consumers. J.W. Hulme is a business specializing in
artisan-crafted leather products, including handbags and luggage. J.W. Hulme products are distributed primarily through
jwhulme.com, retails stores, and programming on ShopHQ. OurGalleria.com is a higher-end online marketplace for discounted
merchandise.
Net Sales by Segment and Significant Product Groups
For the Years Ended
January 30, February 1, February 2,
2020
(in thousands)
2019
2021
ShopHQ
Net merchandise sales by category:
Jewelry & Watches
Home & Consumer Electronics
Beauty & Wellness
Fashion & Accessories
All other (primarily shipping & handling revenue)
Total ShopHQ
Emerging
Consolidated net sales
66
$ 161,999
62,910
124,222
45,261
42,750
437,142
17,029
$ 454,171
$ 200,893
106,025
80,945
65,616
42,628
496,107
5,715
$ 501,822
$
$
206,021
135,184
102,099
94,295
52,630
590,229
6,408
596,637
Table of Contents
iMEDIA BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Performance Measures by Segment
Gross profit
ShopHQ
Emerging
Consolidated gross profit
Operating loss
ShopHQ
Emerging
Consolidated operating loss
Depreciation and amortization
ShopHQ (a)
Emerging
Consolidated depreciation and amortization
For the Years Ended
January 30, February 1, February 2,
2021
2020
(in thousands)
2019
$ 160,190
$
6,863
$ 167,053
$ 162,809
$
828
$ 163,637
$ 205,036
$
1,811
$ 206,847
$
$
$
$
(3,616)
(4,324)
(7,940)
$ (46,956)
(5,569)
$ (52,525)
$ (17,173)
(1,451)
$ (18,624)
27,264
714
27,978
$
$
11,395
619
12,014
$
$
10,065
99
10,164
(a)
Includes distribution facility depreciation of $3,955,000, $3,957,000 and $3,921,000 for fiscal 2020, fiscal 2019 and fiscal
2018. Distribution facility depreciation is included as a component of cost of sales within the accompanying consolidated
statements of operations.
(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 its Emerging segment's Float Left and retail space used by its
Emerging segment retailer, J.W. Hulme. 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 30, 2021, 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:
Operating lease cost
Short-term lease cost
Variable lease cost (a)
(a)
Includes variable costs of finance leases.
67
For the Years Ended
January 30, 2021
February 1, 2020
$
$
972,000
63,000
90,000
1,007,000
153,000
96,000
Table of Contents
iMEDIA BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
For the years ended January 30, 2021 and February 1, 2020, finance lease costs included amortization of right-of-use assets of
$76,000 and $73,000 and interest on lease liabilities of $7,000 and $8,000.
Supplemental cash flow information related to leases was as follows:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases
Operating cash flows used for finance leases
Financing cash flows used for finance leases
Right-of-use assets obtained in exchange for lease liabilities:
Operating leases
Finance leases
For the Years Ended
January 30, 2021
February 1, 2020
$
$
1,095,000
7,000
103,000
1,299,000
62,000
950,000
8,000
71,000
318,000
188,000
The weighted average remaining lease term and weighted average discount rates related to leases were as follows:
Weighted average remaining lease term:
Operating leases
Finance leases
Weighted average discount rate:
Operating leases
Finance leases
January 30, 2021 February 1, 2020
2.8 years
1.1 years
1.4 years
1.9 years
6.8%
5.7%
5.6%
5.3%
Supplemental balance sheet information related to leases is as follows:
Leases
Assets
Operating lease right-of-use assets
Finance lease right-of-use assets
Total lease right-of-use assets
Operating lease liabilities
Classification
January 30, 2021 February 1, 2020
Other assets
Property and equipment, net
$
$
1,116,000 $
101,000
1,217,000 $
832,000
143,000
975,000
Current portion of operating lease liabilities
Operating lease liabilities, excluding current portion
Total operating lease liabilities
Current portion of operating lease
liabilities
Other long term liabilities
Finance lease liabilities
Current portion of finance lease liabilities
Finance lease liabilities, excluding current portion
Current liabilities: Accrued liabilities
Other long term liabilities
Total finance lease liabilities
Total lease liabilities
$
462,000 $
646,000
1,108,000
704,000
129,000
833,000
86,000
19,000
105,000
1,213,000 $
80,000
66,000
146,000
979,000
$
68
Table of Contents
iMEDIA BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Future maturities of lease liabilities as of January 30, 2021 are as follows:
Fiscal year
2021
2022
2023
2024
Thereafter
Total lease payments
Less imputed interest
Total lease liabilities
$
$
518,000
313,000
250,000
141,000
Operating Leases Finance Leases
90,000
18,000
—
—
—
108,000
(3,000)
105,000
1,222,000
(114,000)
1,108,000
—
$
$
As of January 30, 2021, the Company had executed a $2.7 million operating lease that had not yet commenced. This operating
lease will replace the Company's current satellite transponder agreement, will commence during the first quarter of fiscal 2021 and
have a lease term through October 31, 2025. As of January 30, 2021, the Company had no finance leases that had not yet
commenced.
(13) Business Acquisitions
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 supplementary proforma information, assuming this acquisition
occurred as of the beginning of the prior periods, and the operations of Float Left for the period from the November 26, 2019
acquisition date through the end of fiscal 2019 were immaterial. The Company incurred $78,000 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 $1,102,000, which consisted of $353,000 of
cash, net of cash acquired, $459,000 of common stock and $290,000 of contingent consideration.
The estimated fair value of the common stock issued as purchase consideration, 100,000 shares, is based on the issue date
closing price of the Company’s stock. The purchase includes contingent consideration of up to 50,000 additional shares of our
common stock in the event certain performance metrics are satisfied relating to the Float Left business following closing. The
estimated fair value of contingent consideration is primarily based on the Float Left’s projected performance for each of the next two
fiscal years following the closing date and the closing price of the Company’s stock.
69
Table of Contents
iMEDIA BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The following table summarizes our allocation of the Float Left purchase consideration:
Current assets
Identifiable intangible assets acquired:
Developed technology
Customer relationships
Trade names
Other assets
Accounts payable and accrued liabilities
Fair Value
$
139,000
772,000
253,000
88,000
18,000
(168,000)
1,102,000
$
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 $80,000 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 $1,906,000, which consisted of $285,000
of cash, net of cash acquired, a working capital holdback of $225,000 and $1,396,000 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 our allocation of the J.W. Hulme purchase consideration:
Current assets
Identifiable intangible assets acquired:
Trade names
Existing customer list
Other assets
Accounts payable and accrued liabilities
Other long term liabilities
Fair Value
$
904,000
1,480,000
86,000
184,000
(580,000)
(168,000)
1,906,000
$
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.
70
Table of Contents
(14) Income Taxes
iMEDIA BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
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
30, 2021 and February 1, 2020 were as follows (in thousands):
Accruals and reserves not currently deductible for tax purposes
Inventory capitalization
Differences in depreciation lives and methods
Differences in basis of intangible assets
Differences in investments and other items
Net operating loss carryforwards
Valuation allowance
Net deferred tax liability
The income tax provision consisted of the following (in thousands):
$
$
January 30, 2021 February 1, 2020
4,039
1,181
(1,076)
153
2,140
96,894
(103,331)
—
4,227
729
(478)
318
3,817
98,833
(107,446)
— $
$
Current
Deferred
For the Years Ended
$
January 30, 2021 February 1, 2020 February 2, 2019
(65)
—
(65)
(60)
$
—
$
(60)
(11)
$
—
$
(11)
$
A reconciliation of the statutory tax rates to the Company’s effective tax rate is as follows:
Taxes at federal statutory rates
State income taxes, net of federal tax benefit
Provision to return true-up
Non-cash stock option vesting expense
Valuation allowance and NOL carryforward benefits
Other
Effective tax rate
For the Years Ended
January 30, 2021 February 1, 2020 February 2, 2019
21.0 %
13.4
(2.4)
(1.2)
(31.2)
(0.1)
(0.5)%
21.0 %
4.1
(4.0)
(0.6)
(20.4)
(0.1)
— %
21.0 %
5.9
(2.5)
(1.2)
(23.6)
0.1
(0.3)%
Based on the Company’s recent history of losses, the Company has recorded a full valuation allowance for its net deferred tax
assets as of January 30, 2021 and February 1, 2020 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 30, 2021, the Company has federal net operating loss carryforwards ("NOLs") of
approximately $397 million 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 through 2037 in accordance with applicable federal tax regulations and the
timing of when the NOLs were incurred. The Company’s federal NOLs generated in 2019 and after can be carried forward
indefinitely.
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
71
Table of Contents
iMEDIA BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
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 30, 2021, and February 1, 2020, 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 and the taxing authorities of various states. The Company’s tax years
for 2019, 2018, 2017 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 2017.
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.
72
Table of Contents
iMEDIA BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(15) Supplemental Cash Flow Information
Supplemental cash flow information and noncash investing and financing activities were as follows:
January 30, 2021 February 1, 2020 February 2, 2019
For the Years Ended
Supplemental Cash Flow Information:
Interest paid
Income taxes paid
Television distribution rights obtained in exchange for liabilities
Supplemental non-cash investing and financing activities:
Property and equipment purchases included in accounts payable
Common stock issuance costs included in accounts payable
Equipment acquired through finance lease obligations
Fair value of common stock issued as consideration for business acquisitions
Issuance of warrants for intangible assets
$
$
$
$
4,681,000
81,000
43,655,000
288,000
184,000
62,000
—
—
$
$
3,151,000
31,000
—
209,000
—
188,000
1,855,000
193,000
3,098,000
16,000
—
473,000
—
41,000
—
—
(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 our television network over their systems. The terms of
the distribution agreements typically range from one to five years. During any fiscal year, certain agreements with cable, satellite or
other distributors may or have expired. Under certain circumstances, the television operators or the Company may cancel the
agreements prior to their expiration. Additionally, the Company may elect not to renew distribution agreements whose terms result
in sub-standard or negative contribution margins. The distribution agreements generally provide that the Company will pay each
operator a monthly access fee and in some cases a marketing support payment based on the number of homes receiving the
Company’s programming. For fiscal 2020, fiscal 2019 and fiscal 2018 the Company expensed approximately $56,681,000,
$82,330,000 and $89,066,000 under these distribution agreements as a component of distribution and selling expense in the
Company’s consolidated statement of operations. Additionally during fiscal 2020, the Company acquired television distribution
rights, which are recorded as an asset and a liability on the consolidated balance sheets. Amortization expense for television
distribution rights is included as a component of depreciation and amortization in the Company’s consolidated statement of
operations. See Note 4 - “Television Distribution Rights” for additional information.
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.
73
Table of Contents
iMEDIA BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Future cable and satellite distribution cash commitments at January 30, 2021 are as follows:
Fiscal Year
2021
2022
2023
2024
2025 and thereafter
Employment Agreements
Amount
$ 41,407,000
12,390,000
—
—
—
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 $650,000, 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 $163,000. 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 $220,000. 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. Commencing in the fourth quarter of fiscal 2020, the Company
provided a contribution match of $0.50 for every $1.00 contributed by eligible participants up to a maximum of 3% of eligible
compensation. Matching contributions were contributed to the plan on a per pay period basis. During fiscal 2019 and fiscal 2018, the
Company provided a contribution match of $0.50 for every $1.00 contributed by eligible participants up to a maximum of 6% of
eligible compensation. Company plan contributions expense totaled $58,000, $1,135,000 and $1,476,000 for fiscal 2020, fiscal 2019
and fiscal 2018, of which $0 was accrued and outstanding at January 30, 2021, February 1, 2020 and February 2, 2019.
(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 $6,050,000 within cost of sales during the first quarter of fiscal 2019.
74
Table of Contents
(18) Litigation
iMEDIA BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
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.
(19) Related Party Transactions
Relationship with Sterling Time, Invicta Watch Company of America, and Retailing Enterprises
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 our 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 $3,000,000, 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 $1,350,000, and Retailing Enterprises, LLC purchased 160,000 shares of the Company’s common stock for an aggregate
purchase price of $1,200,000, among others.
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 $1,500,000. 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 $1,500,000. 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) $3,000,000 in any given week during the Company's first three fiscal quarters through May 31, 2022 or (b)
$4,000,000 in any given week during the Company's fourth fiscal quarters of fiscal 2020 and fiscal 2021, the Company will pay the
accounts payable balance owed to Sterling Time that is above these stated amounts. Following May 31, 2022, the Company's
payment terms revert back to standard 90-day aging terms as previously described.
On August 28, 2020, Invicta Media Investments, LLC purchased 256,000 shares of the Company's common stock pursuant to
the Company's public equity offering.
Transactions with Sterling Time
The Company purchased products from Sterling Time, an affiliate of Mr. Friedman, in the aggregate amount of $51.0 million,
$58.7 million and $54.8 million during fiscal 2020, fiscal 2019 and fiscal 2018. In addition, during fiscal 2019, the Company
subsidized the cost of a promotional cruise for Invicta branded and other vendors’ products. As of January 30, 2021 and February 1,
2020, the Company had a net trade payable balance owed to Sterling Time of $825,000 and $1.6 million.
75
Table of Contents
iMEDIA BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
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 $1.4 million. The inventory is currently stored at the Company’s
fulfillment center under a bill and hold arrangement. The terms of the agreement provide for 12 monthly payments. During the third
quarter of fiscal 2020, the Company sold additional inventory to Retailing Enterprises, LLC for a purchase price of $365,000. As of
January 30, 2021 and February 1, 2020, the Company had a net trade receivable balance owed from Retailing Enterprises of
$641,000 and $1.2 million. During fiscal 2020, the Company accrued commissions of $263,000 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 $747,000
during fiscal 2020.
Transactions with Famjams Trading
The Company purchased products from Famjams Trading LLC ("Famjams Trading"), an affiliate of Mr. Friedman, in the
aggregate amount of $48.8 million and $2.2 million during fiscal 2020 and fiscal 2019. In addition, the Company provided third
party logistic services and warehousing to Famjams Trading, totaling $59,000 and $42,000 in fiscal 2020 and fiscal 2019. As of
January 30, 2021, the Company’s net trade payable balance with Famjams Trading was a debit balance of $4.3 million, which
primarily resulted from $3.0 million paid to Famjams Trading for a 2021 spring season advance to help finance the upfront cash
commitments FamJams would have to make to its vendors in January 2021 to fulfill iMedia’s entire contemplated seasonal purchase
plan. Famjams Trading will repay the $3.0 million in funding over four equal quarterly installments during fiscal 2021. As of
February 1, 2020, the Company had a net trade payable balance owed to Famjams Trading of $488,000.
Transactions with TWI Watches
The Company purchased products from TWI Watches LLC ("TWI Watches"), an affiliate of Mr. Friedman, in the aggregate
amount of $789,000, $782,000 and $918,000 during fiscal 2020, fiscal 2019 and fiscal 2018. As of January 30, 2021 and February 1,
2020, the Company had a net trade payable balance owed to TWI Watches of $256,000 and $277,000.
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 $300,000 and $100,000 during fiscal 2020 and fiscal 2019. As of January 30, 2021 and February 1, 2020, the Company
had a net trade payable balance owed to The Hub Marketing Services, LLC of $25,000 and $50,000.
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 $1.0 million in connection with an amendment to the engagement letter. As of January 30, 2021, no amounts have been
paid. Payments will be made in 12 monthly installments commencing in fiscal 2021.
(20) Restructuring Costs
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 $715,000 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, with
related cash payments expected to continue through the second quarter of fiscal 2021.
76
Table of Contents
iMEDIA BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
During fiscal 2019, the Company implemented cost optimization initiatives to streamline our organizational structure and
realign our cost base with sales declines. During the second quarter of 2019, the Company implemented and completed a cost
optimization initiative, which reduced and flattened the Company’s organizational structure, closed the New York office, closed the
Los Angeles office and related product development initiatives, and reduced corporate overhead costs. The second quarter 2019
initiative included the elimination of 11 senior executive roles and a 20% reduction to the Company’s non-variable workforce.
During the third and fourth quarter of fiscal 2019, the Company completed additional reductions in the Company’s organizational
structure to manage the Company’s costs. As a result of the fiscal 2019 cost optimization initiatives, the Company recorded
restructuring charges of $9,166,000 for the year ended February 1, 2020, which relate primarily to severance and other incremental
costs associated with the consolidation and elimination of positions across the Company. Both of the Company’s operating segments
were affected by these actions including $8,228,000 related to the ShopHQ segment and $938,000 related to the Emerging
Businesses segment.
The following table summarizes the significant components and activity under the restructuring program for the year ended
January 30, 2021:
Severance
Other incremental costs
Balance at
February 1,
2020
$ 3,133,000
127,000
$ 3,260,000
Charges
$ 642,000
73,000
$ 715,000
Balance at
January 30,
2021
Cash Payments
$ (3,733,000) $ 42,000
5,000
$ (3,928,000) $ 47,000
(195,000)
The liability for restructuring accruals is included in current accrued liabilities within the accompanying consolidated balance
sheet.
(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 $1,922,000 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
$2,741,000, 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, $241,000 was accrued, with the related cash payments expected to continue through the second quarter of fiscal 2021.
On January 1, 2019, the Company entered into a separation and release agreement with its President in connection with her
resignation, effective January 1, 2019. On April 11, 2018, the Company entered into a transition and separation agreement with its
Executive Vice President, Chief Operating Officer/Chief Financial Officer, under which his position terminated on April 16, 2018
and he served as a non-officer employee until June 1, 2018. On April 11, 2018, the Company announced the appointment of a new
Chief Financial Officer, effective as of April 16, 2018. In conjunction with these executive changes as well as other executive and
management terminations made during fiscal 2018, the Company recorded charges to income totaling $2,093,000, 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 2018 executive and management transitions.
(22) Subsequent Events
TheCloseout.com Joint Venture
On February 5, 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
77
Table of Contents
iMEDIA BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(“LAKR”). The joint venture will operate TheCloseout.com, an online marketplace that was previously owned by Invicta Media
Investments and Retailing Enterprises. LAKR is a newly formed company indirectly owned by Invicta Media Investments, LLC and
Retailing Enterprises, LLC. The initial Board of Directors of the joint venture 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 19 – “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. Mr. Peterman and Mr.
Hobbs, as the designees of the Company, will lead the Joint Venture, with certain significant corporate actions requiring the consent
of both members. Mr. Peterman will be the Chairperson of the joint venture. Distributions of available cash may be made to the
members at the discretion of the joint venture’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 the joint venture at a
value determined based on financial benchmarks set forth in the limited liability company agreement.
In connection with the entry into the joint venture, the Company contributed assets in the form of inventory valued at $3.5
million in exchange for a 51% interest in the joint venture, and LAKR contributed assets in the form of inventory and intellectual
property valued at $3.4 million in exchange for a 49% interest in the joint venture. The Company also entered into a loan and
security agreement with the joint venture, pursuant to which the joint venture may borrow up to $1,000,000 from the Company on a
revolving basis pursuant to a promissory note bearing interest at LIBOR plus 4%, provided that the floor of such 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 the joint venture making any distributions, other than advances for tax withholdings, to its members.
Public Equity Offering
On February 22, 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 $21.2 million.
Cristopher & Banks Licensing Agreement
Christopher & Banks is a specialty brand of privately branded women's apparel and accessories. The Christopher & Banks
brand was previously owned by Christopher & Banks Corporation, which filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code in January 2021. On March 1, 2021, the Company entered into a licensing agreement with ReStore Capital, a
Hilco Global company, whereby the Company will operate the Christopher & Banks business throughout all sales channels,
including digital, television, catalog, and brick and mortar retail, effective March 1, 2021. The Company also purchased certain
assets related to the Christopher & Banks eCommerce business, including primarily inventory, furniture, equipment, and certain
intangible assets. The Company plans to launch a new weekly Christopher & Banks television program on its ShopHQ network,
which will also promote the brand’s website, cristopherandbanks.com, its only two retail stores in Coon Rapids, Minnesota, and
Branson, Missouri, and planned launch of Christopher & Banks Stylists, an online interactive video platform that customizes
wardrobe outfitting by a Christopher & Banks stylist.
78
Table of Contents
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
As of January 30, 2021, management conducted an evaluation, under the supervision and with the participation of our chief
executive officer and interim chief financial officer of the effectiveness of our disclosure controls and procedures (as defined in
Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")). Based on this evaluation, the
chief executive officer and interim chief financial officer concluded that, as of that date, our disclosure controls and procedures
were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act
is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission’s
rules and forms, and to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange
Act is accumulated and communicated to management, including our principal executive and principal financial officers, as
appropriate to allow timely decisions regarding required disclosures.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as
defined in Rules 13a-15(f) under the Securities Exchange Act 1934. Our company’s internal control system was designed to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of our company’s internal control over financial reporting as of January 30, 2021.
In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission in Internal Control — Integrated Framework (2013).
Based on management’s evaluation under the framework in Internal Control — Integrated Framework (2013),
management concluded that our internal control over financial reporting was effective as of January 30, 2021.
Changes in Internal Control over Financial Reporting
We have not identified any change in our internal control over financial reporting during the fourth fiscal quarter of fiscal
2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
79
Table of Contents
Item 10. Directors, Executive Officers and Corporate Governance
PART III
Information in response to this item with respect to our executive officers appears below and additional information with
respect to our directors and our audit and other committees is incorporated herein by reference to the sections titled "Proposal 1
— Election of Directors," "Information about our Executive Officers" and, as applicable, "Delinquent Section 16(a) Reports" in
our definitive proxy statement to be filed pursuant to Regulation 14A within 120 days after the end of the fiscal year covered by
this annual report on Form 10 K.
Information about Our Executive Officers
Set forth below are the names, ages and titles of the persons serving as our executive officers.
Name
Timothy A. Peterman
Jean-Guillaume Sabatier
Age
54
51
Chief Executive Officer, Interim Chief Financial Officer and Director
Executive Vice President, Chief Commerce Officer
Position(s) Held
Timothy A. Peterman rejoined our company as Chief Executive Officer in May 2019 and was appointed as Interim Chief
Financial Officer in January 2020 and as a member of the board in April 2020. From March 2015 through April 2018, Mr.
Peterman served as our Chief Financial Officer, and was promoted to Chief Operating Officer / Chief Financial Officer in June
2017. Mr. Peterman served as Chief Financial Officer and Chief Operating Officer and Chief Financial Officer at Amerimark
Interactive from April 2018 to May 2019. Prior to March 2015, Mr. Peterman served in various senior roles in leading interactive
media companies including IAC/Interactive Corp (NASDAQ: IAC); Sinclair Broadcast Group (NASDAQ: SBGI), and the E.W
Scripps Company (NASDAQ: SSP). Mr. Peterman began his career at KPMG in Chicago in 1989, is a CPA and holds a BS in
accounting from the University of Kentucky.
Jean-Guillaume Sabatier rejoined the Company as Executive Vice President, Chief Commerce Officer in May 2019. His
role is focused on operating fundamentals in pricing, merchandising, programming and planning. Most recently from March 2017
until rejoining the Company, Mr. Sabatier served as a planning and programming consultant in both Germany and Italy to
HSE24, an omni-channel retailer. From 2008 to 2017, he served as the Company’s Senior Vice President, Sales & Product
Planning, and from 2007 to 2008 he served as Director, Sales and Product Planning for QVC, Inc. Prior to that time, Mr. Sabatier
held various positions in QVC’s German business unit, including Director, Programming and Planning from 2003 to 2007. He
began his QVC career as a sales and product planner in 1997. Mr. Sabatier holds a BS and MBA from West Chester University in
Pennsylvania.
Code of Business Conduct and Ethics
We have adopted a code of business conduct and ethics applicable to all of our directors and employees, including our
principal executive officer, principal financial officer, principal accounting officer, controller and other employees performing
similar functions. A copy of this code of business conduct and ethics is available on our website at investors.imediabrands.com,
under "Governance — Governance Documents — Business Ethics Policy." In addition, we have adopted a code of ethics policy
for our senior financial management; this policy is also available on our website at investors.imediabrands.com, under
"Governance — Governance Documents — Code of Ethics Policy for Chief Executive and Senior Financial Officers."
We intend to satisfy the disclosure requirements under Form 8-K regarding an amendment to, or waiver from, a provision
of our code of business conduct and ethics by posting such information on our website at the address specified above.
Item 11. Executive Compensation
Information in response to this item is incorporated herein by reference to the sections titled "Director Compensation for
Fiscal 2020," "Executive Compensation" and "Board of Directors and Corporate Governance" in our definitive proxy statement
to be filed pursuant to Regulation 14A within 120 days after the end of the fiscal year covered by this annual report on Form 10-
K.
80
Table of Contents
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
Information in response to this item is incorporated herein by reference to the section titled "Security Ownership of
Principal Shareholders and Management" and "Equity Compensation Plan Information" in our definitive proxy statement to be
filed pursuant to Regulation 14A within 120 days after the end of the fiscal year covered by this annual report on Form 10-K.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information in response to this item is incorporated herein by reference to the sections titled "Certain Relationships and
Transactions" and "Board of Directors and Corporate Governance" in our definitive proxy statement to be filed pursuant to
Regulation 14A within 120 days after the end of the fiscal year covered by this annual report on Form 10-K.
Item 14. Principal Accountant Fees and Services
Information in response to this item is incorporated herein by reference to the section titled "Audit Committee Report and
Payment of Fees to Independent Registered Public Accounting Firm" in our definitive proxy statement to be filed pursuant to
Regulation 14A within 120 days after the end of the fiscal year covered by this annual report on Form 10-K.
81
Table of Contents
Item 15. Exhibits and Financial Statement Schedules
1. Financial Statements
PART IV
● Report of Independent Registered Public Accounting Firm
● Consolidated Balance Sheets as of January 30, 2021 and February 1, 2020
● Consolidated Statements of Operations for the Years Ended January 30, 2021, February 1, 2020 and February 2, 2019
● Consolidated Statements of Shareholders’ Equity for the Years Ended January 30, 2021, February 1, 2020 and
February 2, 2019
● Consolidated Statements of Cash Flows for the Years Ended January 30, 2021, February 1, 2019, and February 2, 2019
● Notes to Consolidated Financial Statements
2. Financial Statement Schedules
All schedules have been omitted because they are not applicable, not required or because the required information is
included in the consolidated financial statements or the notes thereto.
82
Table of Contents
3. Exhibits
Exhibit No.
3.1
3.2
3.3
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
Description
Fourth Amended and Restated Articles of Incorporation
By-Laws of the Company (as amended through July 16, 2019)
Certificate of Designation of Series A Junior Participating Cumulative
Preferred Stock of the Registrant, as filed with the Secretary of State of the
State of Minnesota
Description of Capital Stock
Shareholder Rights Plan, dated as of July 13, 2015, by and between the
Registrant and Wells Fargo Bank, N.A., as rights agent
Restricted Stock Award Agreement, dated November 23, 2018, in favor of
Flageoli Classic Limited, LLC
Form of Warrant under Common Stock and Warrant Purchase Agreement,
dated April 14, 2020 by and between iMedia Brands, Inc. and the
Purchasers listed therein (coverage)
Form of Warrant under Common Stock and Warrant Purchase Agreement,
dated April 14, 2020 by and between iMedia Brands, Inc. and the
Purchasers listed therein (fully paid)
Form of Restricted Stock Award Agreement with vendors
Form of Restricted Stock Unit Award Agreement with vendors
Form of Warrant, dated May 2, 2019
Amended and Restated 2004 Omnibus Stock Plan
Form of Incentive Stock Option Agreement (Employees) under 2004
Omnibus Stock Plan
Form of Stock Option Agreement (Executive Officers) under 2004
Omnibus Stock Plan
Form of Stock Option Agreement (Executive Officers) under 2004
Omnibus Stock Plan
Form of Stock Option Agreement (Directors - Annual Grant) under 2004
Omnibus Stock Plan
Form of Stock Option Agreement (Directors - Other Grants) under 2004
Omnibus Stock Plan
EVINE Live Inc. 2011 Omnibus Incentive Plan, as amended April 23, 2018
Form of Restricted Stock Unit Award Agreement under 2011 Omnibus
Incentive Plan
Form of Incentive Stock Option Award Agreement under the 2011
Omnibus Incentive Plan
Form of Non-Statutory Stock Option Award Agreement under the 2011
Omnibus Incentive Plan
Form of Restricted Stock Award Agreement under the 2011 Omnibus Stock
Plan
Form of Performance Stock Option Award Agreement under the 2011
Omnibus Incentive Plan
ValueVision Media, Inc. Executives’ Severance Benefit Plan
Evine Live Inc. Executives’ Severance Benefit Plan
Form of Indemnification Agreement with Directors and Officers of the
Registrant
iMedia Brands, Inc. Management Incentive Plan
83
Method of Filing
Incorporated by reference
Incorporated by reference
Incorporated by reference
Filed herewith
Incorporated by reference
Incorporated by reference
Incorporated by reference
Incorporated by reference
Incorporated by reference
Incorporated by reference
Incorporated by reference
Incorporated by reference†
Incorporated by reference†
Incorporated by reference†
Incorporated by reference†
Incorporated by reference†
Incorporated by reference†
Incorporated by reference†
Incorporated by reference†
Incorporated by reference†
Incorporated by reference†
Incorporated by reference†
Incorporated by reference†
Incorporated by reference†
Incorporated by reference†
Incorporated by reference†
Incorporated by reference†
Table of Contents
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26
10.27
10.28
10.29
10.30
10.31
10.32
Description of Director Compensation Program
Form of Non-Qualified Stock Option Agreement
Form of Performance Stock Unit Award Agreement under the 2011
Omnibus Incentive Plan
Form of Performance Share Unit Award Agreement pursuant to the 2011
Omnibus Incentive Plan
iMedia Brands, Inc. 2020 Equity Incentive Plan
Shareholder Agreement, dated as of April 29, 2016, between EVINE
Live Inc., and NBCUniversal Media, LLC
Amended and Restated Registration Rights Agreement, dated February 25,
2009, among the Registrant, GE Capital Equity Investments, Inc. and NBC
Universal, Inc.
Amendment to the Amended and Restated Registration Rights Agreement,
dated as of April 29, 2016, among the Registrant, ASF Radio, L.P., and
NBCUniversal Media, LLC
Revolving Credit and Security Agreement dated February 9, 2012 among
the Registrant, as the lead borrower, certain of its subsidiaries party thereto
as borrowers, PNC Bank National Association, as lender and agent
First Amendment to Revolving Credit and Security Agreement, dated
May 1, 2013, among the Registrant, as the lead borrower, certain of its
subsidiaries party thereto as borrowers, PNC Bank National Association, as
lender and agent
Second Amendment to Revolving Credit and Security Agreement, dated
July 30, 2013, among the Registrant, as the lead borrower, certain of its
subsidiaries party thereto as borrowers, PNC Bank, National Association, as
agent for the lenders
Third Amendment to Revolving Credit and Security Agreement, dated
January 31, 2014, among the Registrant, as the lead borrower, certain of its
subsidiaries party thereto as borrowers, PNC Bank National Association, as
lender and agent
Fourth Amendment to Revolving Credit and Security Agreement, dated
March 6, 2015, among the Registrant, as the lead borrower, certain of its
subsidiaries party thereto as borrowers, PNC Bank National Association, as
lender and agent for the lenders and certain other lenders
Fifth Amendment to Revolving Credit, Term Loan and Security Agreement,
dated October 8, 2015, among the Registrant, as the lead borrower, certain
of its subsidiaries party thereto as borrowers, PNC Bank National
Association, as a lender and agent and certain other lenders
Sixth Amendment to Revolving Credit, Term Loan and Security
Agreement, dated March 10, 2016, among the Registrant, as the lead
borrower, certain of its subsidiaries party thereto as borrowers, and PNC
Bank National Association, as a lender and agent and certain other lenders
Seventh Amendment to Revolving Credit, Term Loan and Security
Agreement, dated September 7, 2016, among the Registrant, as the lead
borrower, certain of its subsidiaries party thereto as borrowers, and PNC
Bank National Association, as a lender and agent and certain other lenders
84
Incorporated by reference †
Incorporated by reference†
Incorporated by reference†
Incorporated by reference†
Incorporated by reference†
Incorporated by reference†
Incorporated by reference
Incorporated by reference
Incorporated by reference
Incorporated by reference
Incorporated by reference
Incorporated by reference
Incorporated by reference
Incorporated by reference
Incorporated by reference
Incorporated by reference
Table of Contents
10.33
10.34
10.35
10.36
10.37
10.38
10.39
10.40
10.41
10.42
10.43
10.44
10.45
10.46
10.47
10.48
10.49
Eighth Amendment to Revolving Credit, Term Loan and Security
Agreement, dated March 21, 2017, among the Registrant, as the lead
borrower, certain of its subsidiaries party thereto as borrowers, and PNC
Bank National Association, as a lender and agent and certain other lenders
Ninth Amendment to Revolving Credit, Term Loan and Security
Agreement, dated September 25, 2017, among the Registrant, as the lead
borrower, certain of its subsidiaries party thereto as borrowers, and PNC
Bank National Association, as a lender and agent and certain other lenders
Tenth Amendment to Revolving Credit, Term Loan and Security
Agreement, dated July 27, 2018, among the Registrant, as the lead
borrower, certain of its subsidiaries party thereto as borrowers, and PNC
Bank National Association, as a lender and agent and certain other lenders
Eleventh Amendment to Revolving Credit, Term Loan and Security
Agreement, dated November 25, 2019, among the Registrant, as the lead
borrower, certain of its subsidiaries party thereto as borrowers, and PNC
Bank National Association, as a lender and agent and certain other lenders
Twelfth Amendment to Revolving Credit, Term Loan and Security
Agreement, dated February 5, 2021, among the Registrant, as the lead
borrower, certain of its subsidiaries party thereto as borrowers, and PNC
Bank National Association, as a lender and agent and certain other lenders
Letter agreement, dated July 9, 2015, between the Company and GE Capital
Equity Investments, Inc.
Form of Securities Purchase Agreement, including Form of Warrant and
Form of Option, dated September 14, 2016, between the Registrant and the
purchasers referenced therein
Form of Amendment to Option issued pursuant to the Securities Purchase
Agreement, dated September 14, 2016
Form of Amendment to Securities Purchase Agreement, dated
September 14, 2016
First Amended and Restated Option, dated March 16, 2017, among the
Registrant and TH Media Partners, LLC
Repurchase Letter Agreement, dated January 30, 2017 between the
Company and NBCUniversal Media, LLC
Common Stock and Warrant Purchase Agreement, dated as of May 2, 2019,
by and between EVINE Live Inc. and the Purchasers listed therein
Vendor Exclusivity Agreement, dated as of May 2, 2019, by and between
EVINE Live Inc. and Sterling Time, LLC
Vendor Agreement, dated as of May 2, 2019, by and between EVINE
Live Inc. and Sterling Time, LLC
Letter Agreement, dated as of May 2, 2019, by Invicta Watch Company of
America, Inc. in favor of EVINE Live Inc.
Merchandise Letter Agreement, dated as of May 2, 2019, by Sterling Time,
LLC in favor of EVINE Live Inc.
Form of Clawback Agreement, dated as of May 2, 2019
85
Incorporated by reference
Incorporated by reference
Incorporated by reference
Incorporated by reference
Filed herewith
Incorporated by reference
Incorporated by reference
Incorporated by reference
Incorporated by reference
Incorporated by reference
Incorporated by reference
Incorporated by reference†
Incorporated by reference
Incorporated by reference
Incorporated by reference
Incorporated by reference
Incorporated by reference
Table of Contents
10.50
10.51
10.52
10.53
10.54
10.55
10.56
10.57
10.58
10.59
10.60
10.61
10.62
21
23
24
31.1
31.2
32
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
Exhibit
104
Employment Agreement, dated as of May 2, 2019, by and between EVINE
Live Inc. and Timothy A. Peterman
Performance Share Unit Award Agreement, dated as of May 2, 2019,
between EVINE Live, Inc. and Timothy A. Peterman
Board Resignation and Consulting Agreement by and between Robert
Rosenblatt and iMedia Brands, Inc., dated October 1, 2019
Restricted Stock Unit Award Agreement, dated as of November 18, 2019,
by and between iMedia Brands, Inc. and ABG-Shaq, LLC
Registration Rights Agreement, dated as of November 18, 2019, by and
between iMedia Brands, Inc. and ABG-Shaq, LLC
Common Stock and Warrant Purchase Agreement, dated as of April 14,
2020, by and between iMedia Brands, Inc. and the Purchasers listed therein
First Amendment, dated as of June 12, 2020, to that certain Common Stock
and Warrant Purchase Agreement, dated as of April 14, 2020, by and
between iMedia Brands, Inc. and the Purchasers listed therein
Registration Rights Agreement, dated as of April 14, 2020, by and between
iMedia Brands, Inc. and the Purchasers listed therein
Limited Liability Company Agreement, dated February 5, 2021, among the
Company, LAKR Ecomm Group LLC and TCO, LLC
Contribution Agreement, dated February 5, 2021, by and between the
Company and TCO, LLC
Shared Services Agreement, dated February 5, 2021, by and between the
Company and TCO, LLC
Loan and Security Agreement, dated February 5, 2021, by and between the
Company and TCO, LLC
Demand Promissory Note, dated February 5, 2021, issued by the Company
to TCO, LLC
Significant Subsidiaries of the Registrant
Consent of Independent Registered Public Accounting Firm
Powers of Attorney
Certification of the Chief Executive Officer
Certification of the Chief Financial Officer
Section 1350 Certification of Chief Executive Officer and Chief Financial
Officer
Inline XBRL Instance Document – the instance document does not appear
in the Interactive Data File because its XBRL tags are embedded within the
Inline XBRL document
XBRL Taxonomy Extension Schema
XBRL Taxonomy Extension Calculation Linkbase
XBRL Taxonomy Extension Definition Linkbase
XBRL Taxonomy Extension Label Linkbase
XBRL Taxonomy Extension Presentation Linkbase
Cover Page Interactive Data File - The cover page interactive data file does
not appear in the Interactive Data File because its XBRL tags are embedded
within the Inline XBRL document
†
Management compensatory plan/arrangement.
86
Incorporated by reference†
Incorporated by reference†
Incorporated by reference†
Incorporated by reference†
Incorporated by reference
Incorporated by reference
Incorporated by reference
Incorporated by reference
Incorporated by reference
Incorporated by reference
Incorporated by reference
Incorporated by reference
Incorporated by reference
Filed herewith
Filed herewith
Included with signature pages
Filed herewith
Filed herewith
Filed herewith
Filed herewith
Filed herewith
Filed herewith
Filed herewith
Filed herewith
Filed herewith
Filed herewith
Table of Contents
Item 16. Form 10-K Summary
None.
87
Table of Contents
Pursuant to the requirements of Section B or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on April 23, 2021.
SIGNATURES
iMedia Brands, Inc.
(Registrant)
By: /s/ TIMOTHY A. PETERMAN
Timothy A. Peterman
Chief Executive Officer and Interim Chief Financial
Officer
Each of the undersigned hereby appoints Timothy Peterman (with full power to act alone), as attorneys and agents for the
undersigned, with full power of substitution, for and in the name, place and stead of the undersigned, to sign and file with the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, any and all amendments and
exhibits to this annual report on Form 10-K and any and all applications, instruments, and other documents to be filed with the
Securities and Exchange Commission pertaining to this annual report on Form 10-K or any amendments thereto, with full power
and authority to do and perform any and all acts and things whatsoever requisite and necessary or desirable. Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on
behalf of the registrant and in the capacities indicated on April 23, 2021.
Name
Title
/s/ TIMOTHY A. PETERMAN
Timothy A. Peterman
/s/ LANDEL C. HOBBS
Landel C. Hobbs
/s/ EYAL LALO
Eyal Lalo
/s/ MICHAEL FRIEDMAN
Michael Friedman
/s/ JILL M. KRUEGER
Jill M. Krueger
/s/ LISA A. LETIZIO
Lisa A. Letizio
/s/ DARRYL C. PORTER
Darryl C. Porter
/s/ AARON P. REITKOPF
Aaron P. Reitkopf
Chief Executive Officer, Interim Chief Financial
Officer and Director
(Principal Executive Officer and
Chairman of the Board
Vice Chairman of the Board
Director
Director
Director
Director
Director
88
DESCRIPTION OF CAPITAL STOCK
Exhibit 4.1
The summary of the general terms and provisions of the capital stock of iMedia Brands, Inc. (the “Company”) set forth below does not
purport to be complete and is subject to and qualified by reference to the Company’s Fourth Amended and Restated Articles of Incorporation
(the “Articles”), and By-Laws of the Company (the “Bylaws,” and together with the Articles, the “Charter Documents”), each of which is
incorporated herein by reference and attached as an exhibit to the Company’s most recent Annual Report on Form 10-K filed with the Securities
and Exchange Commission (the “SEC”). For additional information, please read the Charter Documents and the applicable provisions of the
Minnesota Business Corporation Act (the “MBCA”).
Capital Stock
The Company is authorized to issue 10,000,000 shares of capital stock, including up to 20,000,000 shares of common stock, par value
of $0.01 per share (the “Common Stock”), and preferred stock (the “Preferred Stock”) having a par value as determined by the Company’s
Board of Directors (the “Board”). The Board is authorized at any time and from time to time, subject to any limitations prescribed by law, to
provide for the issuance of preferred stock in one or more classes and/or series, to establish the number of shares to be included in each such
series, and to fix by resolution the designation, powers, preferences and rights of the shares of such series and any qualifications, limitations or
restrictions thereof. The Board has authorized a series of 400,000 shares of Preferred Stock, par value of $0.01 per share, designated as the
Series A Junior Participating Cumulative Preferred Stock (the “Series A Preferred Stock”). The number of authorized shares of Series A
Preferred Stock may be increased or decreased by the Board, but no decrease may reduce the number of Series A Preferred Stock reserved for
issuance below the number of shares thereof then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding
options, rights or warrants or upon the conversion of any outstanding securities issued by the Company convertible into Series A Preferred
Stock.
The Common Stock is registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Act”), along with certain
“Rights to Purchase Series A Junior Participating Cumulative Preferred Stock” (the “Rights”). On July 10, 2015, a duly authorized committee of
the Board declared a dividend distribution of one Right for each outstanding share of Common Stock to shareholders of record as of the close of
business on July 23, 2015 and issuable as of that date. Except in certain circumstances, each Right entitles the registered holder to purchase
from the Company one one-thousandth of a share of Series A Preferred Stock (each one one-thousandth of a share of Series A Preferred Stock,
a “Unit”) at a price of $90.00 per Unit (the “Purchase Price”). The rights of a holder of a Unit are substantially equivalent to the rights of a
holder of a share of Common Stock. The description and terms of the Rights are set forth in a Shareholder Rights Plan dated as of July 13, 2015
(the “Shareholder Rights Plan”), between the Company and Wells Fargo Bank, N.A., a national banking association, which is incorporated
herein by reference and attached as an exhibit to the Company’s most recent Annual Report on Form 10-K filed with the SEC. Certain
provisions of the Shareholder Rights Plan could have anti-takeover effects, as described below under “Potential Anti-Takeover Effects.”
Voting Rights
The holders of shares of Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of
shareholders, including the election of directors. The Articles do not permit cumulative voting in the election of directors. Subject to the rights,
if any, of the holders of one or more classes or series of Preferred
Stock issued by the Company, each director of the Company shall be elected at a meeting of shareholders by the vote of the majority of votes
cast with respect to that director, provided that directors of the Company shall be elected by a plurality of the votes present and entitled to vote
on the election of directors at any such meeting for which the number of nominees exceeds the number of directors to be elected. Each share of
Series A Preferred Stock entitles the holder thereof to 1,000 votes on all matters submitted to a vote of the shareholders of the Company. Voting
rights with respect to certain significant corporate transactions may be impacted as described below under “Potential Anti-Takeover Effects.”
Holders of Common Stock may act by unanimous written consent in lieu of meeting with respect to any action required or permitted to be taken
at a meeting of the shareholders.
Dividend Rights
Subject to the rights of the holders of Preferred Stock and any other class or series having a preference as to dividends over the
Common Stock then outstanding, the holders of the Common Stock are entitled to receive ratably, to the extent permitted by law, such
dividends as may be declared from time to time by the Board upon the terms and conditions provided by law and the Articles. Holders of Series
A Preferred Stock shall be entitled to receive, when, as and if declared by the Board out of funds legally available for the purpose, quarterly
dividends payable in cash on the first day of March, June, September and December in each year (each such date, a “Quarterly Dividend
Payment Date”) in an amount per share equal to the greater of (a) $10.00 or (b) 1,000 times the aggregate per share amount of all cash
dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a
dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise),
declared on the Common Stock, since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly
Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. Dividends are cumulative on
outstanding shares of Series A Preferred Stock (accrued but unpaid dividends do not bear interest).
Liquidation Rights
Upon the voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up of the Company, the holders of the
Common Stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any Preferred
Stock, including the Series A Preferred Stock. No distribution shall be made to the holders of shares of stock ranking junior to the Series A
Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock have received $10.00 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the “Series A Liquidation
Preference”). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions will be made to the
holders of shares of Series A Preferred Stock unless the holders of shares of Common Stock shall have received an amount per share (the
“Common Adjustment”) equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as adjusted for events
such as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (the “Adjustment Number”). Following the
payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A
Preferred Stock and Common Stock, respectively, holders of Series A Preferred Stock and holders of shares of Common Stock shall receive
their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such
Preferred Stock and Common Stock, on a per share basis, respectively.
No Preemptive Rights
The Articles preclude any shareholder of the Company from having preemptive rights. The Common Stock has no sinking fund,
conversion or exchange rights. Shares of Series A Preferred Stock are not redeemable but are subject to conversion in the event of certain
significant corporate transactions as describe below under “Potential Anti-Takeover Effects.” The absence of preemptive rights for both
Common Stock and Preferred Stock could result in a dilution of the interest of investors should additional capital stock be issued.
Restrictions on Amendments to the Articles
The Articles may not be amended in any manner that would materially alter or change the powers, preferences or special rights of the
Series A Preferred Stock so as to affect them adversely without the affirmative vote of the holders of a majority or more of the outstanding
shares of the Series A Preferred Stock, voting separately as a class.
Listing
The Common Stock is currently traded on the Nasdaq Capital Market under the symbol “IMBI.”
Potential Anti-Takeover Effects
The Charter Documents and the MBCA contain certain provisions that may discourage an unsolicited takeover of the Company or
make an unsolicited takeover of the Company more difficult. The following are some of the more significant anti-takeover provisions that are
applicable to the Company:
Automatic Conversion of Series A Preferred Stock into Common Stock
In the event the Company enters into any consolidation, merger, combination or other transaction in which the shares of Common
Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A
Preferred Stock will at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment set
forth below) equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged. In the event the Company shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common
Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the
preceding sentence with respect to the exchange or change of shares of Series A Junior Participating Cumulative Preferred Stock shall be
adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.
The Shareholder Rights Plan
The provisions of the Shareholder Rights Plan could have the effect of delaying, deferring, or preventing a change of control of the
Company and could discourage bids for the Common Stock at a premium over the market price of the Common Stock. The Rights initially trade
together with the Common Stock and are not exercisable. Subject to certain exceptions specified in the Shareholder 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) 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 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 Rights will expire upon certain events described in the Shareholder Rights Plan, including the close of business on the date of the
third annual meeting of shareholders following the Company’s last annual meeting of shareholders at which the Shareholder Rights Plan was
most recently approved by shareholders, unless the Shareholder Rights Plan is re-approved by shareholders at that third annual meeting of
shareholders. However, in no event will the Shareholder Rights Plan expire later than the close of business on July 13, 2025. The Plan was
approved by the Company’s shareholders at the 2019 annual meeting of shareholders.
Special Meetings of Shareholders; Shareholder Action by Unanimous Written Consent; and Advance Notice of Shareholder Business
Proposals and Nominations
Section 302A.433 of the MBCA provides that special meetings of the Company’s shareholders may be called by the Company’s chief
executive officer, chief financial officer, two or more directors, or shareholders holding 10% or more of the voting power of all shares entitled
to vote, except that a special meeting demanded by shareholders for the purpose of considering any action to directly or indirectly facilitate or
effect a business combination, including any action to change or otherwise affect the composition of the Board for that purpose, must be called
by 25% or more of the voting power of all shares entitled to vote. Section 302A.441 of the MBCA also provides that action may be taken by
shareholders without a meeting only by unanimous written consent. The Bylaws provide an advance written notice procedure with respect to
shareholder proposals of business and shareholder nominations of candidates for election as directors. Shareholders at an annual meeting are
able to consider only the proposals and nominations specified in the notice of meeting or otherwise brought before the meeting by or at the
direction of the Board or by a shareholder that has delivered timely written notice in proper form to the Company’s Secretary of the business to
be brought before the meeting.
Control Share Provision
Section 302A.671 of the MBCA applies, with certain exceptions, to any acquisition of the Company’s voting stock (from a person
other than the Company and other than in connection with certain mergers and exchanges to which the Company is a party) resulting in the
acquiring person owning 20% or more of the Company’s voting stock then outstanding. Section 302A.671 requires approval of any such
acquisitions by both (i) the affirmative vote of the holders of a majority of the shares entitled to vote, including shares held by the acquiring
person, and (ii) the affirmative vote of the holders of a majority of the shares entitled to vote, excluding all interested shares. In general, shares
acquired in the absence of such approval are denied voting rights and are redeemable at their then fair market value by the Company within 30
days after the acquiring person has failed to give a timely information statement to the Company or the date the shareholders voted not to grant
voting rights to the acquiring person’s shares.
Business Combination Provision
Section 302A.673 of the MBCA generally prohibits the Company or any of its subsidiaries from entering into any merger, share
exchange, sale of material assets or similar transaction with a 10% shareholder within four years following the date the person became a 10%
shareholder, unless either the transaction or the person’s acquisition of shares is approved prior to the person becoming a 10% shareholder by a
committee of all of the disinterested members of the Board.
Takeover Offer; Fair Price
Under Section 302A.675 of the MBCA, an offeror may not acquire shares of a publicly held corporation within two years following
the last purchase of shares pursuant to a takeover offer with respect to that class, including acquisitions made by purchase, exchange, merger,
consolidation, partial or complete liquidation, redemption, reverse stock split, recapitalization, reorganization, or any other similar transaction,
unless (i) the acquisition is approved by a committee of the board’s disinterested directors before the purchase of any shares by the offeror
pursuant to the earlier takeover offer, or (ii) shareholders are afforded, at the time of the proposed acquisition, a reasonable opportunity to
dispose of the shares to the offeror upon substantially equivalent terms as those provided in the earlier takeover offer.
Greenmail Restrictions
Under Section 302A.553 of the MBCA, a corporation is prohibited from buying shares at an above-market price from a greater than
5% shareholder who has held the shares for less than two years unless (i) the purchase is approved by holders of a majority of the outstanding
shares entitled to vote or (ii) the corporation makes an equal or better offer to all shareholders for all other shares of that class or series and any
other class or series into which they may be converted.
Authority of the Board
The Board has the power to issue any or all of the shares of the Company’s capital stock, including the authority to establish one or
more series of Preferred Stock, setting forth the designation of each such series and fixing the relative rights and preferences for each such
series, without seeking shareholder approval in most instances. In addition, under the Bylaws, the Board has the right to fill vacancies of the
Board (including a vacancy created by an increase in the size of the Board).
TWELFTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN
AND SECURITY AGREEMENT
This Twelfth Amendment to Revolving Credit, Term Loan and Security Agreement (the
“Amendment”) is made this 5th day of February, 2021 by and among IMEDIA BRANDS, INC. (f/k/a
EVINE LIVE INC.), a Minnesota corporation (“iMedia”); VALUEVISION INTERACTIVE, INC.,
a Minnesota corporation; VVI FULFILLMENT CENTER, INC., a Minnesota corporation;
VALUEVISION MEDIA ACQUISITIONS, INC., a Delaware corporation; VALUEVISION RETAIL, INC.,
a Delaware corporation, NORWELL TELEVISION, LLC, a Delaware limited liability company,
PW ACQUISITION COMPANY, LLC, a Minnesota limited liability company, FL ACQUISITION COMPANY,
a Minnesota corporation, JWH ACQUISITION COMPANY, a Minnesota corporation and 867 GRAND
AVENUE LLC , a Minnesota limited liability company (each a “Borrower”, and collectively
“Borrowers”); the financial institutions which are now or which hereafter become a party thereto as
lenders (the “Lenders”) and PNC BANK, NATIONAL ASSOCIATION (“PNC”), as agent for Lenders (PNC,
in such capacity, the “Agent”).
BACKGROUND
A.
On February 9, 2012, Borrowers, Lenders and Agent entered into, inter alia, that
certain Revolving Credit, Term Loan and Security Agreement (as same has been or may be amended,
modified, renewed, extended, replaced or substituted from time to time, the “Loan Agreement”) to
reflect certain financing arrangements between the parties thereto. The Loan Agreement and all other
documents executed in connection therewith to the date hereof are collectively referred to as the
“Existing Financing Agreements.” All capitalized terms not otherwise defined herein shall have the
meaning ascribed thereto in the Loan Agreement.
B.
The Borrowers have informed Agent and Lenders that iMedia intends to form TCO,
LLC as a joint venture with LAKR Ecomm Group, LLC for the purpose of owning and operating the
existing website, thecloseout.com, pursuant to which iMedia would (a) contribute certain iMedia
inventory (that is all considered ineligible by the Lenders due to the age of such inventory) and
having a fair market value of approximately $3,570,000 and (b) provide a line of credit in an amount
not to exceed $1,000,000 to TCO, LLC, in exchange for 51% of the Equity Interests in TCO, LLC
(together with all transactions contemplated by such joint venture, the “Joint Venture Transaction”).
C.
The Borrowers have requested and Agent and Lenders have agreed to (i) consent to
the Joint Venture Transaction, (ii) waive the requirement to add TCO, LLC as a Borrower to the Loan
Agreement and (iii) amend certain terms and provisions contained in the Loan Agreement, subject to
the terms and conditions of this Amendment.
NOW, THEREFORE, with the foregoing background hereinafter deemed incorporated by
reference herein and made part hereof, the parties hereto, intending to be legally bound, promise and
agree as follows:
1. Consent.
1
(a)
Notwithstanding anything contrary set forth in the Loan Agreement or any
other Document, Agent and Lenders hereby (i) consent to the Joint Venture Transaction so long as no
Default or Event of Default shall exist at the time of or after giving effect to the Joint Venture
Transaction and (ii) waive the requirement to add TCO, LLC as a Borrower to the Loan Agreement.
(b)
The Borrowers acknowledge and agree that, except as expressly set forth
herein, the execution and delivery of this Amendment shall in no way affect any of the rights, powers
or remedies of Agent or any Lender under the Loan Agreement or any of the Other Documents,
constitute a modification or waiver of any term or provision thereof, constitute or establish a course
of conduct or dealing among the parties hereto or obligate Agent or any Lender, at any time hereafter,
to consent to any other action or inaction by any Borrower, whether of a similar or different nature.
2.
Amendment. Upon the Effective Date, the Loan Agreement shall be amended
as follows:
(a)
Section 1.2 of the Loan Agreement shall be amended by deleting the following
definitions in their entirety and replacing them as follows:
“Eurodollar Rate” shall mean for any Eurodollar Rate Loan for the then current
Interest Period relating thereto, the interest rate per annum determined by
Agent by dividing (the resulting quotient rounded upwards, if necessary, to the
nearest 1/100th of 1% per annum) (a) the rate which appears on the Bloomberg
Page BBAM1 (or on such other substitute Bloomberg page that displays rates
at which U.S. dollar deposits are offered by leading banks in the London
interbank deposit market), or the rate which is quoted by another source
selected by Agent as an authorized information vendor for the purpose of
displaying rates at which U.S. dollar deposits are offered by leading banks in
the London interbank deposit market (a “Eurodollar Alternate Source”), at
approximately 11:00 a.m. (London time) two (2) Business Days prior to the
commencement of such Interest Period as the London interbank offered rate
for U.S. Dollars for an amount comparable to such Eurodollar Rate Loan and
having a borrowing date and a maturity comparable to such Interest Period (or
(x) if there shall at any time, for any reason, no longer exist a Bloomberg Page
BBAM1 (or any substitute page) or any Eurodollar Alternate Source, a
comparable replacement rate determined by Agent at such time (which
determination shall be conclusive absent manifest error), or (y) if the
Eurodollar Rate is unascertainable as set forth in Section 3.8.2 hereof, a
comparable replacement rate determined in accordance with Section 3.8.2
hereof), by (b) a number equal to 1.00 minus the Reserve Percentage;
provided, however, that if the Eurodollar Rate determined as provided above
would be less than 0.25%, such rate shall be deemed to be 0.25% for purposes
of this Agreement. The Eurodollar Rate shall be adjusted with respect to any
Eurodollar Rate Loan that is outstanding on the effective date of any change in
the Reserve Percentage as of such effective date. Agent shall give
2
reasonably prompt notice to Borrowing Agent of the Eurodollar Rate as
determined or adjusted in accordance herewith, which determination shall be
conclusive absent manifest error.
“Maximum Revolving Advance Amount” shall mean $70,000,000, as such
amount may be increased (to an amount not to exceed $90,000,000) from time
to time in accordance with Section 2.24 hereof.
(b)
Section 1.6 is hereby added to the Loan Agreement after Section 1.5 thereof:
1.6. Eurodollar Notification. Section 3.8.2 of this Agreement provides a
mechanism for determining an alternative rate of interest in the event that the
London interbank offered rate is no longer available or in certain other
circumstances. Agent does not warrant or accept any responsibility for and
shall not have any liability with respect to, the administration, submission or
any other matter related to the London interbank offered rate or other rates in
the definition of "Eurodollar Rate" or with respect to any alternative or
successor rate thereto, or replacement rate therefor.
(c)
Section 3.8 of the Loan Agreement shall be deleted in its entirety and replaced
as follows:
3.8.1 Interest Rate Inadequate or Unfair. In the event that Agent or any Lender
shall have determined that:
reasonable means do not exist for ascertaining the Eurodollar Rate
(a)
applicable pursuant to Section 2.2 hereof for any Interest Period; or
(b)
Dollar deposits in the relevant amount and for the relevant maturity are
not available in the London interbank Eurodollar market, with respect to an
outstanding Eurodollar Rate Loan, a proposed Eurodollar Rate Loan, or a
proposed conversion of a Domestic Rate Loan into a Eurodollar Rate Loan; or
(c)
the making, maintenance or funding of any Eurodollar Rate Loan has
been made impracticable or unlawful by compliance by Agent or such Lender
in good faith with any Applicable Law or any interpretation or application
thereof by any Governmental Body or with any request or directive of any such
Governmental Body (whether or not having the force of law); or
the Eurodollar Rate will not adequately and fairly reflect the cost to
(d)
such Lender of the establishment or maintenance of any Eurodollar Rate Loan,
then Agent shall give Borrowing Agent prompt written or telephonic notice of
such determination. If such notice is given prior to a Benchmark Replacement
Date (as defined below), (i) any such requested Eurodollar Rate Loan shall be
made as a Domestic Rate Loan, unless Borrowing Agent
3
shall notify Agent no later than 1:00 p.m. two (2) Business Days prior to the
date of such proposed borrowing, that its request for such borrowing shall be
cancelled or made as an unaffected type of Eurodollar Rate Loan, (ii) any
Domestic Rate Loan or Eurodollar Rate Loan which was to have been
converted to an affected type of Eurodollar Rate Loan shall be continued as or
converted into a Domestic Rate Loan, or, if Borrowing Agent shall notify
Agent, no later than 1:00 p.m. two (2) Business Days prior to the proposed
conversion, shall be maintained as an unaffected type of Eurodollar Rate Loan,
and (iii) any outstanding affected Eurodollar Rate Loans shall be converted
into a Domestic Rate Loan, or, if Borrowing Agent shall notify Agent, no later
than 1:00 p.m. two (2) Business Days prior to the last Business Day of the then
current Interest Period applicable to such affected Eurodollar Rate Loan, shall
be converted into an unaffected type of Eurodollar Rate Loan, on the last
Business Day of the then current Interest Period for such affected Eurodollar
Rate Loans (or sooner, if any Lender cannot continue to lawfully maintain such
affected Eurodollar Rate Loan). Until such notice has been withdrawn, Lenders
shall have no obligation to make an affected type of Eurodollar Rate Loan or
maintain outstanding affected Eurodollar Rate Loans and no Borrower shall
have the right to convert a Domestic Rate Loan or an unaffected type of
Eurodollar Rate Loan into an affected type of Eurodollar Rate Loan.
3.8.2. Benchmark Replacement Setting.
(a)
Benchmark Replacement. Notwithstanding anything to the contrary
herein or in any Other Document (and any agreement executed in connection
with an Interest Rate Hedge shall be deemed not to be an “Other Document”
solely for purposes of this Section 3.8.2), if a Benchmark Transition Event or
an Early Opt-in Election,
and its related Benchmark
as applicable,
Replacement Date have occurred prior to the Reference Time in respect of any
setting of the then-current Benchmark, then (x) if a Benchmark Replacement is
determined in accordance with clause (1) or (2) of the definition of
“Benchmark Replacement” for such Benchmark Replacement Date, such
Benchmark Replacement will replace such Benchmark for all purposes
hereunder and under any Other Document in respect of such Benchmark
setting and subsequent Benchmark settings without any amendment to, or
further action or consent of any other party to, this Agreement or any Other
Document and (y) if a Benchmark Replacement is determined in accordance
with clause (3) of the definition of “Benchmark Replacement” for such
Benchmark Replacement Date, such Benchmark Replacement will replace
such Benchmark for all purposes hereunder and under any Other Document in
respect of any Benchmark setting at or after 5:00 p.m. (New York City time)
on the fifth (5th) Business Day after the date notice of such Benchmark
Replacement is provided to Lenders without any amendment to, or further
action or consent of any other party to, this Agreement or any Other Document
so long as Agent has not
4
received, by such time, written notice of objection to such Benchmark
Replacement from Lenders comprising the Required Lenders.
(b)
Benchmark Replacement Conforming Changes. In connection with the
implementation of a Benchmark Replacement, Agent will have the right to
make Benchmark Replacement Conforming Changes from time to time and,
notwithstanding anything to the contrary herein or in any Other Document, any
amendments implementing such Benchmark Replacement
Conforming
Changes will become effective without any further action or consent of any
other party to this Agreement or any Other Document.
(c)
Notices; Standards for Decisions and Determinations. Agent will
promptly notify Borrowing Agent and Lenders of (i) any occurrence of a
Benchmark Transition Event, a Term SOFR Transition Event or an Early Opt-
in Election, as applicable, and its related Benchmark Replacement Date, (ii) the
implementation of any Benchmark Replacement, (iii) the effectiveness of any
Benchmark Replacement
or
Conforming Changes,
reinstatement of any tenor of a Benchmark pursuant to paragraph (d) below
and (v) the commencement or conclusion of any Benchmark Unavailability
Period. Any determination, decision or election that may be made by Agent or,
if applicable, any Lender (or group of Lenders) pursuant to this Section 3.8.2,
including any determination with respect to a tenor, rate or adjustment or of the
occurrence or non-occurrence of an event, circumstance or date and any
decision to take or refrain from taking any action or any selection, will be
conclusive and binding absent manifest error and may be made in its or their
sole discretion and without consent from any other party to this Agreement or
any Other Document, except, in each case, as expressly required pursuant to
this Section 3.8.2.
the removal
(iv)
(d)
Unavailability of Tenor of Benchmark. Notwithstanding anything to the
contrary herein or in any Other Document, at any time (including in connection
with the implementation of a Benchmark Replacement), (i) if the then-current
Benchmark is a term rate (including Term SOFR or USD Eurodollar) and
either (A) any tenor for such Benchmark is not displayed on a screen or other
information service that publishes such rate from time to time as selected by
Agent in its reasonable discretion or (B) the regulatory supervisor for the
administrator of such Benchmark has provided a public statement or
publication of information announcing that any tenor for such Benchmark is or
will be no longer representative, then Agent may modify the definition of
“Interest Period” for any Benchmark settings at or after such time to remove
such unavailable or non-representative tenor and (ii) if a tenor that was
removed pursuant to clause (i) above either (A) is subsequently displayed on a
screen or information service for a Benchmark (including a Benchmark
Replacement) or (B) is not, or is no longer, subject to an announcement that it
is or will no longer be representative for a Benchmark (including a Benchmark
Replacement), then Agent may modify
5
the definition of “Interest Period” for all Benchmark settings at or after such
time to reinstate such previously removed tenor.
(e)
Benchmark Unavailability Period. Upon Borrowing Agent’s receipt of
notice of the commencement of a Benchmark Unavailability Period, Borrowers
may revoke any request for an Advance bearing interest based on USD
Eurodollar, conversion to or continuation of Advances bearing interest based
on USD Eurodollar to be made, converted or continued during any Benchmark
Unavailability Period and, failing that, Borrowers will be deemed to have
converted any such request into a request for an Advance of or conversion to
Advances bearing interest under the Alternate Base Rate. During any
Benchmark Unavailability Period or at any time that a tenor for the then-
current Benchmark is not an Available Tenor, the component of the Alternate
Base Rate based upon the then-current Benchmark or such tenor for such
Benchmark, as applicable, will not be used in any determination of the
Alternate Base Rate.
(f)
Secondary Term SOFR Conversion. Notwithstanding anything to the
contrary herein or in any Other Document and subject to the proviso below in
this paragraph, if a Term SOFR Transition Event and its related Benchmark
Replacement Date have occurred prior to the Reference Time in respect of any
setting of the then-current Benchmark, then (i) the applicable Benchmark
Replacement will replace the then-current Benchmark for all purposes
hereunder or under any Other Document in respect of such Benchmark setting
(the “Secondary Term SOFR Conversion Date”) and subsequent Benchmark
settings, without any amendment to, or further action or consent of any other
party to, this Agreement or any Other Document; and (ii) Advances
outstanding on the Secondary Term SOFR Conversion Date bearing interest
based on the then-current Benchmark shall be deemed to have been converted
to Advances bearing interest at the Benchmark Replacement with a tenor
approximately the same length as the interest payment period of the then-
current Benchmark; provided that, this paragraph (f) shall not be effective
unless Agent has delivered to Lenders and Borrowers a Term SOFR Notice.
(g)
Certain Defined Terms. As used in this Section 3.8.2:
“Available Tenor” means, as of any date of determination and with respect to
the then-current Benchmark, as applicable, (x) if the then current Benchmark is
a term rate or is based on a term rate, any tenor for such Benchmark that is or
may be used for determining the length of an Interest Period pursuant to this
Agreement as of such date and not including, for the avoidance of doubt, any
tenor for such Benchmark that is then-removed from the definition of “Interest
Period” pursuant to paragraph (d) of Section 3.8.2, or (y) if the then current
Benchmark is not a term rate nor based on a term rate, any payment period for
interest calculated with reference to such Benchmark pursuant to this
Agreement as of such date.
6
“Benchmark” means, initially, USD Eurodollar; provided that if a Benchmark
Transition Event, a Term SOFR Transition Event or an Early Opt-in Election,
as applicable, and its related Benchmark Replacement Date have occurred with
respect to USD Eurodollar or the then-current Benchmark, then “Benchmark”
means the applicable Benchmark Replacement to the extent that such
Benchmark Replacement has replaced such prior benchmark rate pursuant to
paragraph (a) of Section 3.8.2.
“Benchmark Replacement” means, for any Available Tenor, the first
alternative set forth in the order below that can be determined by Agent for the
applicable Benchmark Replacement Date:
(1) the sum of: (a) Term SOFR and (b) the related Benchmark Replacement
Adjustment;
(2) the sum of: (a) Daily Simple SOFR and (b) the related Benchmark
Replacement Adjustment; or
(3) the sum of: (a) the alternate benchmark rate that has been selected by Agent
and Borrowers as the replacement for the then-current Benchmark for the
applicable Corresponding Tenor giving due consideration to (i) any selection
or recommendation of a replacement benchmark rate or the mechanism for
determining such a rate by the Relevant Governmental Body or (ii) any
evolving or then-prevailing market convention for determining a benchmark
rate as a replacement for the then-current Benchmark for U.S. dollar-
denominated syndicated credit facilities at such time and (b) the related
Benchmark Replacement Adjustment;
provided that, in the case of clause (1), such Unadjusted Benchmark
Replacement is displayed on a screen or other information service that
publishes such rate from time to time as selected by Agent in its reasonable
discretion; provided, further, that, with respect to a Term SOFR Transition
Event, on the applicable Benchmark Replacement Date, the “Benchmark
Replacement” shall revert to and shall be determined as set forth in clause (1)
of this definition. If the Benchmark Replacement as determined pursuant to
clause (1), (2) or (3) above would be less than the Floor, the Benchmark
Replacement will be deemed to be the Floor for the purposes of this
Agreement and the Other Documents.
“Benchmark Replacement
replacement of the then-current Benchmark with an Unadjusted Benchmark
Replacement for any applicable Available Tenor for any setting of such
Unadjusted Benchmark Replacement:
Adjustment” means,
with respect
to any
(1) for purposes of clauses (1) and (2) of the definition of “Benchmark
Replacement,” the first alternative set forth in the order below that can be
determined by Agent:
7
(a) the spread adjustment, or method for calculating or determining such
spread adjustment, (which may be a positive or negative value or zero) as of
the Reference Time such Benchmark Replacement is first set for such
Available Tenor that has been selected or recommended by the Relevant
Governmental Body for the replacement of such Benchmark with the
applicable
the applicable
Corresponding Tenor;
Unadjusted Benchmark Replacement
for
(b) the spread adjustment (which may be a positive or negative value or zero)
as of the Reference Time such Benchmark Replacement is first set for such
Available Tenor that would apply to the fallback rate for a derivative
transaction referencing the ISDA Definitions to be effective upon an index
cessation event
to such Benchmark for the applicable
Corresponding Tenor; and
with respect
(2) for purposes of clause (3) of the definition of “Benchmark Replacement,”
the spread adjustment, or method for calculating or determining such spread
adjustment, (which may be a positive or negative value or zero) that has been
selected by Agent and Borrowers for the applicable Corresponding Tenor
giving due consideration to (i) any selection or recommendation of a spread
adjustment, or method for calculating or determining such spread adjustment,
for the replacement of such Benchmark with the applicable Unadjusted
Benchmark Replacement by the Relevant Governmental Body on the
applicable Benchmark Replacement Date or (ii) any evolving or then-
prevailing market convention for determining a spread adjustment, or method
for calculating or determining such spread adjustment, for the replacement of
such Benchmark with the applicable Unadjusted Benchmark Replacement for
U.S. dollar-denominated syndicated credit facilities;
provided that, (x) in the case of clause (1) above, such adjustment is displayed
on a screen or other information service that publishes such Benchmark
Replacement Adjustment from time to time as selected by Agent in its
reasonable discretion and (y) if the then-current Benchmark is a term rate,
more than one tenor of such Benchmark is available as of the applicable
Benchmark Replacement Date and the applicable Unadjusted Benchmark
Replacement will not be a term rate, the Available Tenor of such Benchmark
for purposes of this definition of “Benchmark Replacement Adjustment” shall
be deemed to be the Available Tenor that has approximately the same length
(disregarding business day adjustments) as the payment period for interest
calculated with reference to such Unadjusted Benchmark Replacement.
“Benchmark Replacement Conforming Changes” means, with respect to any
Benchmark Replacement, any technical, administrative or operational changes
(including changes to the definition of “Base Rate,” the definition of “Business
Day,” the definition of “Interest Period,” timing and frequency
8
the applicability of breakage provisions,
of determining rates and making payments of interest, timing of borrowing
requests or prepayment, conversion or continuation notices, length of lookback
and other technical,
periods,
administrative or operational matters) that Agent decides may be appropriate to
reflect the adoption and implementation of such Benchmark Replacement and
to permit the administration thereof by Agent in a manner substantially
consistent with market practice (or, if Agent decides that adoption of any
portion of such market practice is not administratively feasible or if Agent
determines that no market practice for the administration of such Benchmark
Replacement exists, in such other manner of administration as Agent decides is
reasonably necessary in connection with the administration of this Agreement
and the Other Documents).
“Benchmark Replacement Date” means the earliest to occur of the following
events with respect to the then-current Benchmark:
(1)
in the case of clause (1) or (2) of the definition of “Benchmark
Transition Event,” the later of (a) the date of the public statement or
publication of information referenced therein and (b) the date on which the
administrator of such Benchmark (or the published component used in the
calculation thereof) permanently or indefinitely ceases to provide all Available
Tenors of such Benchmark (or such component thereof);
(2)
in the case of clause (3) of the definition of “Benchmark Transition
Event,” the date determined by Agent, which date shall promptly follow the
date of the public statement or publication of information referenced therein;
(3)
in the case of a Term SOFR Transition Event, the date that is set forth
in the Term SOFR Notice provided to Lenders and Borrowers pursuant to this
Section 3.8.2, which date shall be at least 30 days from the date of the Term
SOFR Notice; or
(4)
in the case of an Early Opt-in Election, the sixth (6th) Business Day
after the date notice of such Early Opt-in Election is provided to Lenders, so
long as Agent has not received, by 5:00 p.m. (New York City time) on the fifth
(5th) Business Day after the date notice of such Early Opt-in Election is
provided to Lenders, written notice of objection to such Early Opt-in Election
from Lenders comprising the Required Lenders.
For the avoidance of doubt, (i) if the event giving rise to the Benchmark
Replacement Date occurs on the same day as, but earlier than, the Reference
Time in respect of any determination, the Benchmark Replacement Date will
be deemed to have occurred prior to the Reference Time for such
determination and (ii) the “Benchmark Replacement Date” will be deemed to
have occurred in the case of clause (1) or (2) with respect to any
9
Benchmark upon the occurrence of the applicable event or events set forth
therein with respect to all then-current Available Tenors of such Benchmark
(or the published component used in the calculation thereof).
“Benchmark Transition Event” means the occurrence of one or more of the
following events with respect to the then-current Benchmark:
(1)
a public statement or publication of information by or on behalf of the
administrator of such Benchmark (or the published component used in the
calculation thereof) announcing that such administrator has ceased or will
cease to provide all Available Tenors of such Benchmark (or such component
thereof), permanently or indefinitely, provided that, at the time of such
statement or publication, there is no successor administrator that will continue
to provide any Available Tenor of such Benchmark (or such component
thereof);
(2)
a public statement or publication of information by an Official Body
having jurisdiction over Agent, the regulatory supervisor for the administrator
of such Benchmark (or the published component used in the calculation
thereof), the Federal Reserve Board, the Federal Reserve Bank of New York,
an insolvency official with jurisdiction over the administrator for such
Benchmark (or such component), a resolution authority with jurisdiction over
the administrator for such Benchmark (or such component) or a court or an
entity with similar insolvency or resolution authority over the administrator for
such Benchmark (or such component), which states that the administrator of
such Benchmark (or such component) has ceased or will cease to provide all
Available Tenors of such Benchmark (or such component thereof) permanently
or indefinitely, provided that, at the time of such statement or publication, there
is no successor administrator that will continue to provide any Available Tenor
of such Benchmark (or such component thereof); or
(3)
a public statement or publication of information by the regulatory
supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof) or an Official Body having
jurisdiction over Agent announcing that all Available Tenors of such
Benchmark (or such component thereof) are no longer representative.
For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to
have occurred with respect to any Benchmark if a public statement or
publication of information set forth above has occurred with respect to each
then-current Available Tenor of such Benchmark (or the published component
used in the calculation thereof).
“Benchmark Unavailability Period” means the period (if any): (x) beginning
at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2)
of that definition has occurred if, at such time, no
10
Benchmark Replacement has replaced the then-current Benchmark for all
purposes hereunder and under any Other Document in accordance with Section
3.8.2 and (y) ending at the time that a Benchmark Replacement has replaced
the then-current Benchmark for all purposes hereunder and under any Other
Document in accordance with Section 3.8.2.
“Corresponding Tenor” with respect to any Available Tenor means, as
applicable, either a tenor (including overnight) or an interest payment period
having approximately the same length (disregarding business day adjustment)
as such Available Tenor.
“Daily Simple SOFR” means, for any day, SOFR, with the conventions for
this rate (which will include a lookback) being established by Agent in
accordance with the conventions for this rate selected or recommended by the
Relevant Governmental Body for determining “Daily Simple SOFR” for
business loans; provided, that if Agent decides that any such convention is not
administratively feasible for Agent, then Agent may establish another
convention in its reasonable discretion.
“Early Opt-in Event” means, if the then-current Benchmark is USD
Eurodollar, the occurrence of:
a notification by Agent to (or the request by Borrowing Agent to Agent
(1)
to notify) each of the other parties hereto that at least five currently outstanding
U.S. dollar-denominated syndicated credit facilities at such time contain (as a
result of amendment or as originally executed) a SOFR-based rate (including
SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate
(and such syndicated credit facilities are identified in such notice and are
publicly available for review), and
the joint election by Agent and Borrowing Agent to trigger a fallback
(2)
from USD Eurodollar and the provision by Agent of written notice of such
election to Lenders.
“Floor” means the benchmark rate floor, if any, provided in this Agreement
initially (as of the execution of this Agreement, the modification, amendment
or renewal of this Agreement or otherwise) with respect to USD Eurodollar or,
if no floor is specified, zero.
“ISDA Definitions” means the 2006 ISDA Definitions published by the
International Swaps and Derivatives Association, Inc. or any successor thereto,
as amended or supplemented from time to time, or any successor definitional
booklet for interest rate derivatives published from time to time by the
International Swaps and Derivatives Association, Inc. or such successor
thereto.
“Official Body” means the government of the United States of America or any
other nation, or of any political subdivision thereof, whether state or
11
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial, taxing,
regulatory or administrative powers or functions of or pertaining to
government (including any supra-national bodies such as the European Union
or the European Central Bank) and any group or body charged with setting
financial accounting or regulatory capital rules or standards (including, the
Financial Accounting Standards Board, the Bank for International Settlements
or the Basel Committee on Banking Supervision or any successor or similar
authority to any of the foregoing).
“Reference Time” with respect to any setting of the then-current Benchmark
means (1) if such Benchmark is USD Eurodollar, 11:00 a.m. (London time) on
the day that is two London banking days preceding the date of such setting,
and (2) if such Benchmark is not USD Eurodollar, the time determined by
Agent in its reasonable discretion.
“Relevant Governmental Body” means the Federal Reserve Board or the
Federal Reserve Bank of New York, or a committee officially endorsed or
convened by the Federal Reserve Board or the Federal Reserve Bank of New
York, or any successor thereto.
“SOFR” means, with respect to any Business Day, a rate per annum equal to
the secured overnight financing rate for such Business Day published by the
SOFR Administrator on the SOFR Administrator’s Website on the
immediately succeeding Business Day.
“SOFR Administrator” means the Federal Reserve Bank of New York (or a
successor administrator of the secured overnight financing rate).
“SOFR Administrator’s Website” means the website of the Federal Reserve
Bank of New York, currently at http://www.newyorkfed.org, or any successor
source for the secured overnight financing rate identified as such by the SOFR
Administrator from time to time. “Term SOFR” means, for the applicable
Corresponding Tenor as of the applicable Reference Time, the forward-looking
term rate based on SOFR that has been selected or recommended by the
Relevant Governmental Body.
“Term SOFR” means, for the applicable Corresponding Tenor as of the
applicable Reference Time, the forward-looking term rate based on SOFR that
has been selected or recommended by the Relevant Governmental Body.
“Term SOFR Notice” means a notification by Agent to Lenders and
Borrowing Agent of the occurrence of a Term SOFR Transition Event.
“Term SOFR Transition Event” means the determination by Agent that (a)
Term SOFR has been recommended for use by the Relevant Governmental
Body, and is determinable for each Available Tenor, (b) the administration
12
of Term SOFR is administratively feasible for Agent and (c) a Benchmark
Transition Event
has previously occurred resulting in a Benchmark
Replacement in accordance with Section 3.8.2.
“Unadjusted Benchmark Replacement” means the applicable Benchmark
Replacement excluding the related Benchmark Replacement Adjustment.
“USD Eurodollar” means the London interbank offered rate for U.S. Dollars.”
(d)
For the avoidance of doubt, Inventory purchased by iMedia from TCO, LLC
will be assigned a separate appraised category and will not be eligible in the borrowing base until
such Inventory is appraised and a specific category advance rate (the “Initial Advance Rate”) is
determined by Agent in its sole discretion. Once the Initial Advance Rate is determined by Agent in
its sole discretion, such Inventory shall be eligible in an amount not to exceed $4,000,000 until Agent
has received an appraisal including no less than six months of sales data for such separate appraised
category.
3.
Representations and Warranties. Each of the Borrowers hereby:
(a)
reaffirms all representations and warranties made to Agent and Lenders under
the Loan Agreement and all of the other Existing Financing Agreements and confirms that after
giving effect to any updated schedules all are true and correct in all material respects as of the date
hereof (except to the extent any such representations and warranties specifically relate to a specific
date, in which case such representations and warranties were true and correct in all material respects
on and as of such other specific date);
(b)
reaffirms all of the covenants contained in the Loan Agreement, covenants to
abide thereby until all Advances, Obligations and other liabilities of Borrowers and Guarantor to
Agent and Lenders under the Loan Agreement of whatever nature and whenever incurred, are
satisfied and/or released by Agent and Lenders;
(c)
represents and warrants that no Default or Event of Default has occurred and is
continuing under any of the Existing Financing Agreements;
(d)
represents and warrants that it has the authority and legal right to execute,
deliver and carry out the terms of this Amendment, that such actions were duly authorized by all
necessary limited liability company or corporate action, as applicable, and that the officers executing
this Amendment on its behalf were similarly authorized and empowered, and that this Amendment
does not contravene any provisions of its certificate of incorporation or formation, operating
agreement, bylaws, or other formation documents, as applicable, or of any contract or agreement to
which it is a party or by which any of its properties are bound;
(e)
represents and warrants that this Amendment and all assignments, instruments,
documents, and agreements executed and delivered in connection herewith, are valid, binding and
enforceable in accordance with their respective terms, except as such enforceability may be limited
by any applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights
generally; and
13
(f)
represents and warrants that no assets, other than the assets contributed to
and/or provided for in connection with the Joint Venture Transaction, shall be contributed to TCO,
LLC without the consent of Agent.
4.
Conditions Precedent/Effectiveness Conditions. This Amendment shall be effective
upon the occurrence of the following conditions precedent, each in form and substance satisfactory to
Agent (the “Effective Date”):
(a)
Agent’s receipt of this Amendment fully executed by the Borrowers;
(b)
Agent’s receipt, for the benefit of Lenders, of an amendment fee in the amount
of $25,000, in immediately available funds, which fee shall be fully earned as of the date of this
Amendment, non-refundable and not subject to pro-ration;
(c)
Agent’s receipt of all documents related to the Joint Venture Transaction, each
of which shall be in form and substance satisfactory to Agent; and
(d)
Agent’s receipt of the Third Amended and Restated Collateral Pledge
Agreement fully executed by the Borrowers;
(e)
Agent’s receipt of such other documents as Agent or counsel to Agent may
reasonably request.
5.
Further Assurances. Each of the Borrowers hereby agrees to take all such actions and
to execute and/or deliver to Agent and Lenders all such documents, assignments, financing
statements and other documents, as Agent and Lenders may reasonably require from time to time, to
effectuate and implement the purposes of this Amendment.
6.
Payment of Expenses. Borrowers shall pay or reimburse Agent and Lenders for its
reasonable attorneys’ fees and expenses in connection with the preparation, negotiation and execution
of this Amendment and the documents provided for herein or related hereto.
7.
Reaffirmation of Loan Agreement. Except as modified by the terms hereof, all of the
terms and conditions of the Loan Agreement, as amended, and all other of the Existing Financing
Agreements are hereby reaffirmed and shall continue in full force and effect as therein written.
8.
Miscellaneous.
(a)
Third Party Rights. No rights are intended to be created hereunder for the
benefit of any third party donee, creditor, or incidental beneficiary.
(b)
Headings. The headings of any paragraph of this Amendment are for
convenience only and shall not be used to interpret any provision hereof.
(c)
Modifications. No modification hereof or any agreement referred to herein
shall be binding or enforceable unless in writing and signed on behalf of the party against whom
enforcement is sought.
14
(d)
Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York applied to contracts to be performed wholly
within the State of New York.
(e)
Counterparts. This Amendment may be executed in any number of and by
different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an
original, but all such counterparts shall constitute one and the same agreement. Any signature
delivered by a party by facsimile transmission or PDF shall be deemed to be an original signature
hereto.
15
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and
delivered by their duly authorized officers as of the date first above written.
BORROWERS:
iMEDIA BRANDS, INC. (f/k/a EVINE LIVE
INC.)
By:
Name:
Title:
/s/ TIM PETERMAN
Tim Peterman
CEO
VALUEVISION INTERACTIVE, INC.
By:
Name:
Title:
/s/ TIM PETERMAN
Tim Peterman
CEO
VVI FULFILLMENT CENTER, INC.
By:
Name:
Title:
/s/ TIM PETERMAN
Tim Peterman
CEO
VALUEVISION MEDIA ACQUISITIONS, INC.
By:
Name:
Title:
/s/ TIM PETERMAN
Tim Peterman
CEO
VALUEVISION RETAIL, INC.
By:
Name:
Title:
/s/ TIM PETERMAN
Tim Peterman
CEO
NORWELL TELEVISION, LLC
By:
Name:
Title:
/s/ TIM PETERMAN
Tim Peterman
CEO
PW ACQUISITION COMPANY, LLC
By:
Name:
Title:
/s/ TIM PETERMAN
Tim Peterman
CEO
[SIGNATURE PAGE TO TWELFTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN
AND SECURITY AGREEMENT]
FL ACQUISITION COMPANY
By:
Name:
Title:
/s/ TIM PETERMAN
Tim Peterman
CEO
JWH ACQUISITION COMPANY
By:
Name:
Title:
/s/ TIM PETERMAN
Tim Peterman
CEO
867 GRAND AVENUE LLC
By:
Its:
JWH Acquisition Company
Sole Member
By:
Name:
Title:
/s/ TIM PETERMAN
Tim Peterman
CEO
[SIGNATURE PAGE TO TWELFTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN
AND SECURITY AGREEMENT]
PNC BANK, NATIONAL ASSOCIATION, as
Lender and as Agent
By:
/s/ SHERRY WINICK
Sherry Winick, Vice President
Revolving Commitment Percentage: 77.0%
Term Loan Commitment Percentage: 77.0%
CIBC BANK USA f/k/a THE PRIVATEBANK
AND TRUST COMPANY, as Lender
By:
Name:
Title:
/s/ RICHARD PIERCE
Richard Pierce
Managing Director
Revolving Commitment Percentage: 23.0%
Term Loan Commitment Percentage: 23.0%
[SIGNATURE PAGE TO TWELFTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN
AND SECURITY AGREEMENT]
SUBSIDIARIES OF THE REGISTRANT
All of the Company’s subsidiaries listed below are wholly owned.
Name
State of Incorporation or Organization
Exhibit 21
ValueVision Interactive, Inc.
VVI Fulfillment Center, Inc.
ValueVision Media Acquisitions, Inc.
ValueVision Retail, Inc.
Norwell Television, LLC
PW Acquisition Company, LLC
FL Acquisition Company
JWH Acquisition Company
867 Grand Avenue, LLC
Minnesota
Minnesota
Delaware
Delaware
Delaware
Minnesota
Minnesota
Minnesota
Minnesota
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement Nos. 333-239857, 333-217216, 333-214061, and 333-
203209 on Form S-3 and 333-239832, 333-233700, 333-225833, 333-214063, 333-190982, 333-175320, 333-175319, 333-
139597, 333-125183 and 333-81438 on Form S-8 of our report dated April 16, 2021, relating to the consolidated financial
statements of iMedia Brands, Inc. and subsidiaries (formerly known as EVINE Live Inc.), appearing in this Annual Report on
Form 10-K of iMedia Brands, Inc. for the year ended January 30, 2021.
Exhibit 23
/s/ DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
April 23, 2021
I, Timothy A. Peterman, certify that:
1.
I have reviewed this report on Form 10-K of iMedia Brands, Inc.;
CERTIFICATION
Exhibit 31.1
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report
is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to
be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal controls over financial reporting.
Date: April 23, 2021
/s/ TIMOTHY A. PETERMAN
Timothy A. Peterman
Chief Executive Officer & Interim Chief Financial Officer
(Principal Executive Officer)
I, Timothy A. Peterman, certify that:
1.
I have reviewed this report on Form 10-K of iMedia Brands, Inc.;
CERTIFICATION
Exhibit 31.2
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report
is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to
be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal controls over financial reporting.
Date: April 23, 2021
/s/ TIMOTHY A. PETERMAN
Timothy A. Peterman
Chief Executive Officer & Interim Chief Financial Officer
(Principal Financial Officer)
CERTIFICATION OF THE CHIEF EXECUTIVE AND FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32
In connection with the Annual Report on Form 10-K of iMedia Brands, Inc., a Minnesota corporation (the "Company"), for the
fiscal year ended January 30, 2021, as filed with the Securities and Exchange Commission on or about the date hereof (the
"Report"), the undersigned officers of the Company certify pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to their knowledge:
●
●
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
the information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained
by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Date: April 23, 2021
/s/ TIMOTHY A. PETERMAN
Timothy A. Peterman
Chief Executive Officer & Interim Chief Financial Officer