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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Evolv Technologies Holdings Inc | NASDAQ:EVLV | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.145 | 4.62% | 3.285 | 3.28 | 3.29 | 3.29 | 3.10 | 3.16 | 1,017,771 | 20:26:32 |
þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Fiscal Year Ended January 28, 2017
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or
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o
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Minnesota
(State or Other Jurisdiction of Incorporation or Organization)
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41-1673770
(I.R.S. Employer Identification No.)
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6740 Shady Oak Road, Eden Prairie, MN
(Address of Principal Executive Offices)
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55344-3433
(Zip Code)
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Securities registered under Section 12(b) of the Exchange Act:
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Title of each class
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Name of exchange on which registered
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Common Stock, $0.01 par value
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Nasdaq Global Market
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Securities registered under Section 12(g) of the Exchange Act: None
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Large accelerated filer
o
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Accelerated filer
þ
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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EX-21
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EX-23
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EX-31.1
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EX-31.2
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EX-32
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Merchandise Category
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Fiscal 2016
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Fiscal 2015
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Fiscal 2014
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Jewelry & Watches
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41%
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39%
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42%
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Home & Consumer Electronics
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25%
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31%
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30%
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Beauty
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16%
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14%
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12%
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Fashion & Accessories
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18%
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16%
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16%
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•
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The Food and Drug Administration’s regulations regarding marketing claims that can be made about cosmetic beauty products and over-the-counterdrugs, which include products for treating acne or medical products, and claims that can be made about food products;
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•
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Regulations related to product safety issues and product recalls including, but not limited to, the Consumer Product Safety Act, the Consumer Product Safety Improvement Act of 2008, the Federal Hazardous Substance Act, the Flammable Fabrics Act and regulations promulgated pursuant to these acts; and
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•
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Laws governing the collection, use, retention, security and transfer of personally-identifiable information about our customers.
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Name
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Age
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Position(s) Held
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Robert Rosenblatt
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59
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Chief Executive Officer and Director
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Timothy A. Peterman
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49
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Executive Vice President — Chief Financial Officer
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Nicole R. Ostoya
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47
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Executive Vice President — Chief Marketing Officer
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Michael A. Henry
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59
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Senior Vice President — Chief Merchandising Officer
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Damon E. Schramm
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48
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Senior Vice President — General Counsel and Secretary
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Nicholas J. Vassallo
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53
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Senior Vice President — Corporate Controller
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•
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we could experience declines in sales per digital tier subscriber because of the increased number of channels offered on digital systems competing for the same number of viewers and the higher channel location we typically are assigned in digital tiers;
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•
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more competitors may enter the marketplace as additional channel capacity is added;
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•
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we may not be able to successfully negotiate renewal terms for our programming distribution agreements that are favorable to us or that offer our programming to viewers within a suitable programming tier at a desirable channel position;
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•
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more programming options being available to the viewing public in the form of new television networks and time-shifted viewing (
e.g.
, personal video recorders, video-on-demand, interactive television and streaming video over broadband internet connections as well as increased access to various media through wireless devices); and
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•
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cable, satellite, and telecommunication providers are facing competition from new services which could result in a loss of subscribers.
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High
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Low
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||||
Fiscal 2016
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|
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First Quarter
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$
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1.60
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$
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0.41
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Second Quarter
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2.03
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0.98
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Third Quarter
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2.40
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1.53
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Fourth Quarter
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2.20
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1.11
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Fiscal 2015
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||||
First Quarter
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$
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6.99
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$
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5.61
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Second Quarter
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6.14
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2.11
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Third Quarter
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3.16
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1.92
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Fourth Quarter
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3.14
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1.19
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Period
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Total Number of Shares Purchased (1)
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Average Price Paid per Share (1)
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Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
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Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
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||||||
October 30, 2016 through November 26, 2016
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17,523
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$
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1.77
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—
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$
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—
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November 27, 2016 through December 31, 2016
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1,090
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$
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1.65
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—
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$
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—
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January 1, 2017 through January 28, 2017
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—
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N/A
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—
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$
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—
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Total
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18,613
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$
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1.77
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|
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—
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$
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—
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January 28, 2012
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February 2, 2013
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February 1, 2014
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January 31, 2015
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January 30, 2016
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January 28, 2017
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||||||||||||
EVINE Live Inc.
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$
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100.00
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$
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180.52
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$
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400.65
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$
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407.14
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$
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79.22
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$
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92.21
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NASDAQ Composite - Total Returns
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$
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100.00
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$
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114.36
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$
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149.58
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$
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170.96
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$
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172.16
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$
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213.88
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S&P 500 Retailing Index
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$
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100.00
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$
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127.09
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$
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159.26
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$
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191.26
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$
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223.38
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$
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264.82
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Morningstar Specialty Retail Index
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$
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100.00
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$
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129.78
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$
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153.63
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$
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160.16
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$
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168.30
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$
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227.74
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Plan Category
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Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
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Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
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Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in 1st column)
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Equity Compensation Plans Approved by Security Holders
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2,921,109
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$2.75
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4,215,732
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(1)
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Equity Compensation Plans Not Approved by Security Holders
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—
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N/A
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—
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Total
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2,921,109
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$2.75
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4,215,732
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(1)
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Includes securities available for future issuance under shareholder approved compensation plans other than upon the exercise of outstanding options, warrants or rights, as follows:
4,215,732
shares under the 2011 Omnibus Stock Plan.
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Year Ended
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||||||||||||||||||
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January 28, 2017(a)
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January 30, 2016(b)
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January 31, 2015(c)
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February 1, 2014(d)
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February 2, 2013(e)
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||||||||||
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(In thousands, except per share data)
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||||||||||||||||||
Statement of Operations Data:
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|||||
Net sales
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$
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666,213
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$
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693,312
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$
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674,618
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$
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640,489
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$
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586,820
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Gross profit
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241,527
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238,480
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245,048
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230,024
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212,372
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|||||
Operating income (loss)
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(2,018
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)
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(8,738
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)
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1,003
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|
77
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|
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(23,297
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)
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|||||
Net loss
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(8,745
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)
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(12,284
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)
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(1,378
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)
|
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(2,515
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)
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(27,676
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)
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|||||
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||||||||||
Per Share Data:
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|||||
Net loss per common share
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$
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(0.15
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)
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$
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(0.22
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)
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$
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(0.03
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)
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$
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(0.05
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)
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$
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(0.57
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)
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Net loss per common share — assuming dilution
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$
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(0.15
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)
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$
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(0.22
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)
|
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$
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(0.03
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)
|
|
$
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(0.05
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)
|
|
$
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(0.57
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)
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|||||
Basic
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59,785
|
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|
57,004
|
|
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53,459
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|
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49,505
|
|
|
48,875
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|||||
Diluted
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59,785
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|
57,004
|
|
|
53,459
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|
|
49,505
|
|
|
48,875
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|
|
|
January 28, 2017
|
|
January 30, 2016
|
|
January 31, 2015
|
|
February 1, 2014
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February 2, 2013
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||||||||||
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(In thousands)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash
|
|
$
|
32,647
|
|
|
$
|
11,897
|
|
|
$
|
19,828
|
|
|
$
|
29,177
|
|
|
$
|
26,477
|
|
Restricted cash and investments
|
|
450
|
|
|
450
|
|
|
2,100
|
|
|
2,100
|
|
|
2,100
|
|
|||||
Current assets
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|
207,861
|
|
|
199,049
|
|
|
200,943
|
|
|
195,857
|
|
|
170,712
|
|
|||||
Property, equipment and other assets
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|
66,919
|
|
|
66,448
|
|
|
56,748
|
|
|
37,848
|
|
|
41,387
|
|
|||||
Total assets
|
|
274,780
|
|
|
265,497
|
|
|
257,691
|
|
|
233,705
|
|
|
212,099
|
|
|||||
Current liabilities
|
|
106,981
|
|
|
115,349
|
|
|
119,961
|
|
|
115,916
|
|
|
96,400
|
|
|||||
Other long-term obligations
|
|
86,096
|
|
|
73,169
|
|
|
53,202
|
|
|
39,581
|
|
|
38,420
|
|
|||||
Shareholders’ equity
|
|
81,703
|
|
|
76,979
|
|
|
84,528
|
|
|
78,208
|
|
|
77,279
|
|
|
|
Year Ended
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||||||||||||||||||
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January 28, 2017
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January 30, 2016
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|
January 31, 2015
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|
February 1, 2014
|
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February 2, 2013
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||||||||||
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(In thousands, except statistical data)
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||||||||||||||||||
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|||||
Gross profit
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36.3
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%
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|
34.4
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%
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|
36.3
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%
|
|
35.9
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%
|
|
36.2
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%
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|||||
Working capital
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$
|
100,880
|
|
|
$
|
83,700
|
|
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$
|
80,982
|
|
|
$
|
79,941
|
|
|
$
|
74,312
|
|
Current ratio
|
|
1.9
|
|
|
1.7
|
|
|
1.7
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|
|
1.7
|
|
|
1.8
|
|
|||||
Adjusted EBITDA (as defined)(f)
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$
|
16,225
|
|
|
$
|
9,206
|
|
|
$
|
22,773
|
|
|
$
|
18,012
|
|
|
$
|
4,494
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Flows:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating
|
|
$
|
7,284
|
|
|
$
|
(9,411
|
)
|
|
$
|
(1,315
|
)
|
|
$
|
13,953
|
|
|
$
|
(8,482
|
)
|
Investing
|
|
$
|
(10,769
|
)
|
|
$
|
(20,364
|
)
|
|
$
|
(25,178
|
)
|
|
$
|
(11,077
|
)
|
|
$
|
(10,055
|
)
|
Financing
|
|
$
|
24,235
|
|
|
$
|
21,844
|
|
|
$
|
17,144
|
|
|
$
|
(176
|
)
|
|
$
|
12,057
|
|
(a)
|
Results of operations for
fiscal 2016
includes executive and management transition costs of approximately
$4.4 million
and distribution facility consolidation and technology upgrade costs of
$677,000
.
|
(b)
|
Results of operations for
fiscal 2015
includes executive and management transition costs of approximately
$3.5 million
, distribution facility consolidation and technology upgrade costs of
$1.3 million
and Shareholder Rights Plan costs of
$446,000
|
(c)
|
Results of operations for
fiscal 2014
includes activist shareholder response charges of approximately
$3.5 million
and executive transition costs of
$5.5 million
.
|
(d)
|
Results of operations for fiscal 2013 includes activist shareholder response charges of approximately $2.1 million.
|
(e)
|
Results of operations for fiscal 2012 includes an
$11.1 million
write-down of our FCC broadcast license and a $500,000 charge resulting from the early retirement of our $25 million term loan. Also, as a result of the Company's retail accounting calendar, fiscal 2012 includes 53 weeks of operations as compared to 52 weeks for the other periods presented. See Note 2 to the consolidated financial statements.
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(f)
|
EBITDA as defined represents net income (loss) for the respective periods excluding depreciation and amortization expense, interest income (expense) and income taxes. We define Adjusted EBITDA as EBITDA excluding debt extinguishment; non-operating gains (losses); non-cash impairment charges and write downs; activist shareholder response costs; executive and management transition costs; distribution facility consolidation and technology upgrade costs; Shareholder Rights Plan costs; and non-cash share-based compensation expense. Management has included the term Adjusted EBITDA in its EBITDA reconciliation in order to adequately assess the operating performance of our television and online businesses and in order to maintain comparability to our analyst’s coverage and financial guidance, when given. Management believes that Adjusted EBITDA allows investors to make a meaningful comparison between our business operating results over different periods of time with those of other similar companies. In addition, management uses Adjusted EBITDA as a metric to evaluate operating performance under its management and executive incentive compensation programs. Adjusted EBITDA should not be construed as an alternative to operating income (loss), net income (loss) or to cash flows from operating activities as determined in accordance with generally accepted accounting principles and should not be construed as a measure of liquidity. Adjusted EBITDA may not be comparable to similarly entitled measures reported by other companies.
|
|
|
Year Ended
|
||||||||||||||||||
|
|
January 28, 2017
|
|
January 30, 2016
|
|
January 31, 2015
|
|
February 1, 2014
|
|
February 2, 2013
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Net loss
|
|
$
|
(8,745
|
)
|
|
$
|
(12,284
|
)
|
|
$
|
(1,378
|
)
|
|
$
|
(2,515
|
)
|
|
$
|
(27,676
|
)
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
|
11,209
|
|
|
10,327
|
|
|
8,872
|
|
|
12,585
|
|
|
13,423
|
|
|||||
Interest income
|
|
(11
|
)
|
|
(8
|
)
|
|
(10
|
)
|
|
(18
|
)
|
|
(11
|
)
|
|||||
Interest expense
|
|
5,937
|
|
|
2,720
|
|
|
1,572
|
|
|
1,437
|
|
|
3,970
|
|
|||||
Income taxes
|
|
801
|
|
|
834
|
|
|
819
|
|
|
1,173
|
|
|
20
|
|
|||||
EBITDA (as defined)
|
|
$
|
9,191
|
|
|
$
|
1,589
|
|
|
$
|
9,875
|
|
|
$
|
12,662
|
|
|
$
|
(10,274
|
)
|
A reconciliation of EBITDA to Adjusted EBITDA is as follows:
|
||||||||||||||||||||
EBITDA (as defined)
|
|
$
|
9,191
|
|
|
$
|
1,589
|
|
|
$
|
9,875
|
|
|
$
|
12,662
|
|
|
$
|
(10,274
|
)
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Executive and management transition costs
|
|
4,411
|
|
|
3,549
|
|
|
5,520
|
|
|
—
|
|
|
—
|
|
|||||
Distribution facility consolidation and technology upgrade costs
|
|
677
|
|
|
1,347
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Activist shareholder response costs
|
|
—
|
|
|
—
|
|
|
3,518
|
|
|
2,133
|
|
|
—
|
|
|||||
Shareholder Rights Plan costs
|
|
—
|
|
|
446
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Debt extinguishment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500
|
|
|||||
Non-operating gains (losses)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
|||||
FCC license impairment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,111
|
|
|||||
Non-cash share-based compensation expense
|
|
1,946
|
|
|
2,275
|
|
|
3,860
|
|
|
3,217
|
|
|
3,257
|
|
|||||
Adjusted EBITDA
|
|
$
|
16,225
|
|
|
$
|
9,206
|
|
|
$
|
22,773
|
|
|
$
|
18,012
|
|
|
$
|
4,494
|
|
|
|
For the Years Ended
|
||||
|
|
January 28,
2017 |
|
January 30,
2016 |
|
January 31,
2015 |
Merchandise Category
|
|
|
|
|
|
|
Jewelry & Watches
|
|
41%
|
|
39%
|
|
42%
|
Home & Consumer Electronics
|
|
25%
|
|
31%
|
|
30%
|
Beauty
|
|
16%
|
|
14%
|
|
12%
|
Fashion & Accessories
|
|
18%
|
|
16%
|
|
16%
|
|
|
Year Ended (a)
|
|||||||
|
|
January 28,
2017 |
|
January 30,
2016 |
|
January 31,
2015 |
|||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Gross margin
|
|
36.3
|
%
|
|
34.4
|
%
|
|
36.3
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|||
Distribution and selling
|
|
31.1
|
%
|
|
30.3
|
%
|
|
30.0
|
%
|
General and administrative
|
|
3.5
|
%
|
|
3.5
|
%
|
|
3.6
|
%
|
Depreciation and amortization
|
|
1.2
|
%
|
|
1.2
|
%
|
|
1.3
|
%
|
Executive and management transition costs
|
|
0.7
|
%
|
|
0.5
|
%
|
|
0.8
|
%
|
Distribution facility consolidation and technology upgrade costs
|
|
0.1
|
%
|
|
0.2
|
%
|
|
—
|
%
|
Activist shareholder response costs
|
|
—
|
%
|
|
—
|
%
|
|
0.5
|
%
|
Total operating expenses
|
|
36.6
|
%
|
|
35.7
|
%
|
|
36.2
|
%
|
Operating income (loss)
|
|
(0.3
|
)%
|
|
(1.3
|
)%
|
|
0.1
|
%
|
Interest expense, net
|
|
(0.9
|
)%
|
|
(0.4
|
)%
|
|
(0.2
|
)%
|
Loss before income taxes
|
|
(1.2
|
)%
|
|
(1.7
|
)%
|
|
(0.1
|
)%
|
Income taxes
|
|
(0.1
|
)%
|
|
(0.1
|
)%
|
|
(0.1
|
)%
|
Net loss
|
|
(1.3
|
)%
|
|
(1.8
|
)%
|
|
(0.2
|
)%
|
|
|
Year Ended (a)
|
||||||||
|
|
January 28, 2017
|
|
Change
|
|
January 30, 2016
|
|
Change
|
|
January 31, 2015
|
Merchandise Metrics
|
|
|
|
|
|
|
|
|
|
|
Gross margin %
|
|
36.3%
|
|
190 bps
|
|
34.4%
|
|
(190) bps
|
|
36.3%
|
Net shipped units (000's)
|
|
10,263
|
|
4%
|
|
9,853
|
|
9%
|
|
9,055
|
Average selling price
|
|
$57
|
|
(11)%
|
|
$64
|
|
(4)%
|
|
$67
|
Return rate
|
|
19.4%
|
|
(40) bps
|
|
19.8%
|
|
(170) bps
|
|
21.5%
|
Digital net sales % (b)
|
|
49.5%
|
|
260 bps
|
|
46.9%
|
|
230 bps
|
|
44.6%
|
Total Customers - 12 Month Rolling (000's)
|
|
1,429
|
|
(0)%
|
|
1,436
|
|
(1)%
|
|
1,446
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
Total
|
|
Less than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than
5 Years
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Cable and satellite agreements (a)
|
|
$
|
75,704
|
|
|
$
|
59,946
|
|
|
$
|
15,758
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Long term credit facilities (b)
|
|
95,539
|
|
|
5,805
|
|
|
76,713
|
|
|
13,021
|
|
|
—
|
|
|||||
Operating leases
|
|
4,662
|
|
|
1,944
|
|
|
2,718
|
|
|
—
|
|
|
—
|
|
|||||
Employment agreements
|
|
2,686
|
|
|
2,263
|
|
|
423
|
|
|
—
|
|
|
—
|
|
|||||
Purchase order obligations
|
|
102,002
|
|
|
102,002
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
280,593
|
|
|
$
|
171,960
|
|
|
$
|
95,612
|
|
|
$
|
13,021
|
|
|
$
|
—
|
|
(a)
|
Future cable and satellite payment commitments are based on subscriber levels as of
January 28, 2017
and commitments entered into as of the date of this report. Future payment commitment amounts could increase or decrease as the number of cable and satellite subscribers increase or decrease, or with changes in channel position. Under certain circumstances, operators or we may cancel the agreements prior to expiration.
|
(b)
|
Includes interest on variable rate debt estimated using the rate in effect as of
January 28, 2017
.
|
•
|
Accounts receivable.
We utilize an installment payment program called ValuePay that entitles customers to purchase merchandise and generally pay for the merchandise in two or more equal monthly credit card installments in which we bear the risk of collection. The percentage of our net sales generated utilizing our ValuePay payment program over the past three fiscal years ranged from
70% to 75%
. As of
January 28, 2017
and
January 30, 2016
, we had approximately
$91.8 million
and
$108.9 million
, respectively, 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 receivable, which is primarily related to our ValuePay program, for
fiscal 2016, fiscal 2015 and fiscal 2014
was
$11.9 million
,
$11.8 million
and
$13.0 million
, respectively. Based on our
fiscal 2016
bad debt experience, a one-half point increase or decrease in our bad debt experience as a percentage of total television shopping and online net sales would have an impact of approximately
$3.3 million
on consolidated distribution and selling expense.
|
•
|
Inventory.
We value our inventory, which consists primarily of consumer merchandise held for resale, principally at the lower of average cost or net realizable value. As of
January 28, 2017
and
January 30, 2016
, we had inventory balances of
$70.2 million
and
$65.8 million
, respectively. We regularly review inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on the following factors: age of the inventory, estimated required sell-through time, stage of product life cycle and whether items are selling below cost. In determining appropriate reserve percentages, we look at our historical write off experience, the specific merchandise categories affected, our historic recovery percentages on various methods of liquidations, forecasts of future product airings and current markdown
|
•
|
Product returns.
We record a reserve as a reduction of gross sales for anticipated product returns at each month-end and must make estimates of potential future product returns related to current period product revenue. Our return rates on our television and online sales were
19.4%
in
fiscal 2016
,
19.8%
in
fiscal 2015
, and
21.5%
in
fiscal 2014
. We estimate and evaluate the adequacy of our returns reserve by analyzing historical returns by merchandise category, looking at current economic trends and changes in customer demand and by analyzing the acceptance of new product lines. Assumptions and estimates are made and used in connection with establishing the sales returns reserve in any accounting period. Reserves for future product returns, included in accrued liabilities in the accompanying balance sheets at the end of
fiscal 2016
and
fiscal 2015
were
$3.7 million
and
$4.7 million
, respectively. Based on our
fiscal 2016
sales returns, a one-point increase or decrease in our television and online sales returns rate would have had an impact of approximately
$3.2 million
on gross profit.
|
•
|
FCC broadcasting license
. As of
January 28, 2017
and
January 30, 2016
, we have recorded an intangible FCC broadcasting license asset totaling
$12.0 million
, as a result of our acquisition of Boston television station WWDP TV in fiscal 2003. We annually review our FCC television broadcast license for impairment in the fourth quarter, or more frequently if an impairment indicator is present. We estimated the fair value of our FCC television broadcast license primarily by using income-based discounted cash flow models with the assistance of an independent outside fair value consultant. The discounted cash flow models utilize a range of assumptions including revenues, operating profit margin, projected capital expenditures and a discount rate. We also consider comparable asset market and sales data for recent comparable market transactions for standalone television broadcasting stations to assist in determining fair value. While we believe that our estimates and assumptions regarding the valuation of the license are reasonable, different assumptions or future events could materially affect its valuation. In addition, due to the illiquid nature of this asset, our valuation for this license could be materially different if we were to decide to sell it in the short term which, upon revaluation, could result in a future impairment of this asset.
|
•
|
Deferred taxes.
We account for income taxes under the liability method of accounting whereby income taxes are recognized during the fiscal year in which transactions enter into the determination of financial statement income (loss). Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement and tax basis of assets and liabilities. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of the enactment of such laws. We assess the recoverability of our deferred tax assets in accordance with GAAP. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. In accordance with that standard, as of
January 28, 2017
and
January 30, 2016
, we recorded a valuation allowance of approximately
$135.7 million
and
$130.1 million
, respectively, for our net deferred tax assets, including net operating loss carryforwards. Based on our recent history of losses, a full valuation allowance was recorded in
fiscal 2016, fiscal 2015 and fiscal 2014
. We intend to maintain a full valuation allowance for our net deferred tax assets until sufficient positive evidence exists to support reversal of allowances.
|
|
|
|
Page
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheets as of January 28, 2017 and January 30, 2016
|
|
Consolidated Statements of Operations for the Years Ended January 28, 2017, January 30, 2016 and January 31, 2015
|
|
Consolidated Statements of Shareholders’ Equity for the Years Ended January 28, 2017, January 30, 2016 and January 31, 2015
|
|
Consolidated Statements of Cash Flows for the Years Ended January 28, 2017, January 30, 2016 and January 31, 2015
|
|
Notes to Consolidated Financial Statements
|
|
Financial Statement Schedule — Schedule II — Valuation and Qualifying Accounts
|
|
|
January 28,
2017 |
|
January 30,
2016 |
||||
|
|
(In thousands, except share and per share data)
|
||||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash
|
|
$
|
32,647
|
|
|
$
|
11,897
|
|
Restricted cash and investments
|
|
450
|
|
|
450
|
|
||
Accounts receivable, net
|
|
99,062
|
|
|
114,949
|
|
||
Inventories
|
|
70,192
|
|
|
65,840
|
|
||
Prepaid expenses and other
|
|
5,510
|
|
|
5,913
|
|
||
Total current assets
|
|
207,861
|
|
|
199,049
|
|
||
Property & equipment, net
|
|
52,715
|
|
|
52,629
|
|
||
FCC broadcasting license
|
|
12,000
|
|
|
12,000
|
|
||
Other assets
|
|
2,204
|
|
|
1,819
|
|
||
TOTAL ASSETS
|
|
$
|
274,780
|
|
|
$
|
265,497
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
65,796
|
|
|
$
|
77,779
|
|
Accrued liabilities
|
|
37,858
|
|
|
35,342
|
|
||
Current portion of long term credit facilities
|
|
3,242
|
|
|
2,143
|
|
||
Deferred revenue
|
|
85
|
|
|
85
|
|
||
Total current liabilities
|
|
106,981
|
|
|
115,349
|
|
||
Other long term liabilities
|
|
428
|
|
|
164
|
|
||
Deferred tax liability
|
|
3,522
|
|
|
2,734
|
|
||
Long term credit facilities
|
|
82,146
|
|
|
70,271
|
|
||
Total liabilities
|
|
193,077
|
|
|
188,518
|
|
||
Commitments and contingencies
|
|
|
|
|
||||
Shareholders' equity:
|
|
|
|
|
||||
Preferred stock, $.01 per share par value, 400,000 shares authorized; zero shares issued and outstanding
|
|
—
|
|
|
—
|
|
||
Common stock, $.01 per share par value, 100,000,000 shares authorized; 65,192,314 and 57,170,245 shares issued and outstanding
|
|
652
|
|
|
571
|
|
||
Additional paid-in capital
|
|
436,962
|
|
|
423,574
|
|
||
Accumulated deficit
|
|
(355,911
|
)
|
|
(347,166
|
)
|
||
Total shareholders’ equity
|
|
81,703
|
|
|
76,979
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
$
|
274,780
|
|
|
$
|
265,497
|
|
|
|
|
For the Years Ended
|
||||||||||
|
|
|
January 28,
2017 |
|
January 30,
2016 |
|
January 31,
2015 |
||||||
|
|
|
(In thousands, except share and per share data)
|
||||||||||
Net sales
|
|
|
$
|
666,213
|
|
|
$
|
693,312
|
|
|
$
|
674,618
|
|
Cost of sales
|
|
|
424,686
|
|
|
454,832
|
|
|
429,570
|
|
|||
Gross profit
|
|
|
241,527
|
|
|
238,480
|
|
|
245,048
|
|
|||
Operating expense:
|
|
|
|
|
|
|
|
||||||
Distribution and selling
|
|
|
207,030
|
|
|
209,328
|
|
|
202,579
|
|
|||
General and administrative
|
|
|
23,386
|
|
|
24,520
|
|
|
23,983
|
|
|||
Depreciation and amortization
|
|
|
8,041
|
|
|
8,474
|
|
|
8,445
|
|
|||
Executive and management transition costs
|
|
|
4,411
|
|
|
3,549
|
|
|
5,520
|
|
|||
Distribution facility consolidation and technology upgrade costs
|
|
|
677
|
|
|
1,347
|
|
|
—
|
|
|||
Activist shareholder response costs
|
|
|
—
|
|
|
—
|
|
|
3,518
|
|
|||
Total operating expense
|
|
|
243,545
|
|
|
247,218
|
|
|
244,045
|
|
|||
Operating income (loss)
|
|
|
(2,018
|
)
|
|
(8,738
|
)
|
|
1,003
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
||||||
Interest income
|
|
|
11
|
|
|
8
|
|
|
10
|
|
|||
Interest expense
|
|
|
(5,937
|
)
|
|
(2,720
|
)
|
|
(1,572
|
)
|
|||
Total other expense, net
|
|
|
(5,926
|
)
|
|
(2,712
|
)
|
|
(1,562
|
)
|
|||
Loss before income taxes
|
|
|
(7,944
|
)
|
|
(11,450
|
)
|
|
(559
|
)
|
|||
Income tax provision
|
|
|
(801
|
)
|
|
(834
|
)
|
|
(819
|
)
|
|||
Net loss
|
|
|
$
|
(8,745
|
)
|
|
$
|
(12,284
|
)
|
|
$
|
(1,378
|
)
|
Net loss per common share
|
|
|
$
|
(0.15
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
(0.03
|
)
|
Net loss per common share — assuming dilution
|
|
|
$
|
(0.15
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
(0.03
|
)
|
Weighted average number of common shares outstanding:
|
|
|
|
|
|
|
|
||||||
Basic
|
|
|
59,784,594
|
|
|
57,004,321
|
|
|
53,458,662
|
|
|||
Diluted
|
|
|
59,784,594
|
|
|
57,004,321
|
|
|
53,458,662
|
|
|
|
Common Stock
|
|
Common
Stock
Purchase
Warrants
|
|
Additional
Paid-In
Capital
|
|
|
|
Total Shareholders'
Equity
|
|||||||||||||
|
|
Number
of Shares
|
|
Par
Value
|
|
|
|
Accumulated
Deficit
|
|
||||||||||||||
|
|
(In thousands, except share data)
|
|||||||||||||||||||||
BALANCE, February 1, 2014
|
|
49,844,253
|
|
|
$
|
498
|
|
|
$
|
533
|
|
|
$
|
410,681
|
|
|
$
|
(333,504
|
)
|
|
$
|
78,208
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,378
|
)
|
|
(1,378
|
)
|
|||||
Common stock issuances pursuant to equity compensation plans
|
|
1,366,827
|
|
|
13
|
|
|
—
|
|
|
2,781
|
|
|
—
|
|
|
2,794
|
|
|||||
Share-based payment compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,860
|
|
|
—
|
|
|
3,860
|
|
|||||
Common stock issuance - warrant exercise
|
|
5,058,741
|
|
|
51
|
|
|
(533
|
)
|
|
482
|
|
|
—
|
|
|
—
|
|
|||||
Common stock issuance
|
|
178,842
|
|
|
2
|
|
|
—
|
|
|
1,042
|
|
|
—
|
|
|
1,044
|
|
|||||
BALANCE, January 31, 2015
|
|
56,448,663
|
|
|
564
|
|
|
—
|
|
|
418,846
|
|
|
(334,882
|
)
|
|
84,528
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,284
|
)
|
|
(12,284
|
)
|
|||||
Common stock issuances pursuant to equity compensation plans
|
|
721,582
|
|
|
7
|
|
|
—
|
|
|
2,453
|
|
|
—
|
|
|
2,460
|
|
|||||
Share-based payment compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,275
|
|
|
—
|
|
|
2,275
|
|
|||||
BALANCE, January 30, 2016
|
|
57,170,245
|
|
|
571
|
|
|
—
|
|
|
423,574
|
|
|
(347,166
|
)
|
|
76,979
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,745
|
)
|
|
(8,745
|
)
|
|||||
Common stock issuances pursuant to equity compensation plans
|
|
423,338
|
|
|
5
|
|
|
—
|
|
|
(51
|
)
|
|
—
|
|
|
(46
|
)
|
|||||
Share-based payment compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,946
|
|
|
—
|
|
|
1,946
|
|
|||||
Common stock and warrant issuance
|
|
7,598,731
|
|
|
76
|
|
|
—
|
|
|
11,493
|
|
|
—
|
|
|
11,569
|
|
|||||
BALANCE, January 28, 2017
|
|
65,192,314
|
|
|
$
|
652
|
|
|
$
|
—
|
|
|
$
|
436,962
|
|
|
$
|
(355,911
|
)
|
|
$
|
81,703
|
|
|
|
For the Years Ended
|
||||||||||
|
|
January 28,
2017 |
|
January 30,
2016 |
|
January 31,
2015 |
||||||
|
|
(in thousands)
|
||||||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(8,745
|
)
|
|
$
|
(12,284
|
)
|
|
$
|
(1,378
|
)
|
Adjustments to reconcile net loss to net cash provided by (used for) operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
11,209
|
|
|
10,327
|
|
|
8,872
|
|
|||
Share-based payment compensation
|
|
1,946
|
|
|
2,275
|
|
|
3,860
|
|
|||
Amortization of deferred revenue
|
|
(86
|
)
|
|
(85
|
)
|
|
(86
|
)
|
|||
Amortization of deferred financing costs
|
|
558
|
|
|
271
|
|
|
231
|
|
|||
Deferred income taxes
|
|
788
|
|
|
788
|
|
|
788
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable, net
|
|
15,978
|
|
|
(2,674
|
)
|
|
(4,889
|
)
|
|||
Inventories
|
|
(3,181
|
)
|
|
(4,384
|
)
|
|
(10,294
|
)
|
|||
Prepaid expenses and other
|
|
423
|
|
|
(565
|
)
|
|
815
|
|
|||
Accounts payable and accrued liabilities
|
|
(11,606
|
)
|
|
(3,080
|
)
|
|
766
|
|
|||
Net cash provided by (used for) operating activities
|
|
7,284
|
|
|
(9,411
|
)
|
|
(1,315
|
)
|
|||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Property and equipment additions
|
|
(10,261
|
)
|
|
(22,014
|
)
|
|
(25,119
|
)
|
|||
Cash paid for acquisition
|
|
(508
|
)
|
|
—
|
|
|
—
|
|
|||
Purchase of Evine trademark
|
|
—
|
|
|
—
|
|
|
(59
|
)
|
|||
Change in restricted cash and investments
|
|
—
|
|
|
1,650
|
|
|
—
|
|
|||
Net cash used for investing activities
|
|
(10,769
|
)
|
|
(20,364
|
)
|
|
(25,178
|
)
|
|||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Proceeds of term loans
|
|
17,000
|
|
|
2,849
|
|
|
12,152
|
|
|||
Proceeds from issuance of common stock and warrants
|
|
12,470
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from issuance of revolving loans
|
|
—
|
|
|
19,200
|
|
|
2,700
|
|
|||
Proceeds from exercise of stock options
|
|
—
|
|
|
2,460
|
|
|
2,794
|
|
|||
Payments on term loans
|
|
(2,852
|
)
|
|
(2,076
|
)
|
|
(145
|
)
|
|||
Payments for deferred financing costs
|
|
(1,512
|
)
|
|
(537
|
)
|
|
(307
|
)
|
|||
Payments for common stock issuance costs
|
|
(786
|
)
|
|
—
|
|
|
—
|
|
|||
Payments on capital leases
|
|
(39
|
)
|
|
(52
|
)
|
|
(50
|
)
|
|||
Payments for restricted stock issuance
|
|
(46
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by financing activities
|
|
24,235
|
|
|
21,844
|
|
|
17,144
|
|
|||
Net increase (decrease) in cash
|
|
20,750
|
|
|
(7,931
|
)
|
|
(9,349
|
)
|
|||
BEGINNING CASH
|
|
11,897
|
|
|
19,828
|
|
|
29,177
|
|
|||
ENDING CASH
|
|
$
|
32,647
|
|
|
$
|
11,897
|
|
|
$
|
19,828
|
|
|
|
For the Years Ended
|
||||||||||
|
|
January 28,
2017 |
|
January 30,
2016 |
|
January 31,
2015 |
||||||
Net loss (a)
|
|
$
|
(8,745,000
|
)
|
|
$
|
(12,284,000
|
)
|
|
$
|
(1,378,000
|
)
|
Weighted average number of common shares outstanding — Basic
|
|
59,784,594
|
|
|
57,004,321
|
|
|
53,458,662
|
|
|||
Dilutive effect of stock options, non-vested shares and warrants (b)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted average number of common shares outstanding — Diluted
|
|
59,784,594
|
|
|
57,004,321
|
|
|
53,458,662
|
|
|||
|
|
|
|
|
|
|
||||||
Net loss per common share
|
|
$
|
(0.15
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
(0.03
|
)
|
Net loss per common share — assuming dilution
|
|
$
|
(0.15
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
(0.03
|
)
|
|
|
Estimated Useful Life (In Years)
|
|
January 28, 2017
|
|
January 30, 2016
|
||||
Land and improvements
|
|
—
|
|
$
|
3,394,000
|
|
|
$
|
3,394,000
|
|
Buildings and improvements
|
|
5-40
|
|
38,358,000
|
|
|
38,405,000
|
|
||
Transmission and production equipment
|
|
5-10
|
|
7,308,000
|
|
|
5,180,000
|
|
||
Office and warehouse equipment
|
|
3-15
|
|
18,942,000
|
|
|
19,264,000
|
|
||
Computer hardware, software and telephone equipment
|
|
3-10
|
|
88,478,000
|
|
|
95,708,000
|
|
||
Leasehold improvements
|
|
3-5
|
|
2,681,000
|
|
|
2,681,000
|
|
||
|
|
|
|
159,161,000
|
|
|
164,632,000
|
|
||
Less — Accumulated depreciation
|
|
|
|
(106,446,000
|
)
|
|
(112,003,000
|
)
|
||
|
|
|
|
$
|
52,715,000
|
|
|
$
|
52,629,000
|
|
|
|
Estimated Useful Life
(In Years) |
|
January 28, 2017
|
|
January 30, 2016
|
||||||||||||
|
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|||||||||
Finite-lived intangible assets
|
|
5-15
|
|
$
|
1,786,000
|
|
|
$
|
(171,000
|
)
|
|
$
|
1,103,000
|
|
|
$
|
(80,000
|
)
|
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||
FCC broadcast license
|
|
|
|
$
|
12,000,000
|
|
|
|
|
$
|
12,000,000
|
|
|
|
|
|
January 28, 2017
|
|
January 30, 2016
|
||||
Accrued cable access fees
|
|
$
|
19,480,000
|
|
|
$
|
15,739,000
|
|
Accrued salaries and related
|
|
4,406,000
|
|
|
5,661,000
|
|
||
Reserve for product returns
|
|
3,723,000
|
|
|
4,726,000
|
|
||
Other
|
|
10,249,000
|
|
|
9,216,000
|
|
||
|
|
$
|
37,858,000
|
|
|
$
|
35,342,000
|
|
|
|
January 28,
2017 |
|
January 30,
2016 |
||||
Intangible FCC Broadcasting License Asset:
|
|
|
|
|
||||
Beginning balance
|
|
$
|
12,000,000
|
|
|
$
|
12,000,000
|
|
Losses included in earnings (asset impairment)
|
|
—
|
|
|
—
|
|
||
Ending balance
|
|
$
|
12,000,000
|
|
|
$
|
12,000,000
|
|
|
|
January 28, 2017
|
|
January 30, 2016
|
||||
PNC Credit Facility
|
|
|
|
|
||||
PNC revolving loan due May 1, 2020, principal amount
|
|
$
|
59,900,000
|
|
|
$
|
59,900,000
|
|
|
|
|
|
|
||||
PNC term loan due May 1, 2020, principal amount
|
|
10,637,000
|
|
|
12,780,000
|
|
||
Less unamortized debt issuance costs
|
|
(181,000
|
)
|
|
(266,000
|
)
|
||
PNC term loan due May 1, 2020, carrying amount
|
|
10,456,000
|
|
|
12,514,000
|
|
||
|
|
|
|
|
||||
GACP Credit Agreement
|
|
|
|
|
||||
GACP term loan due March 9, 2021, principal amount
|
|
16,292,000
|
|
|
—
|
|
||
Less unamortized debt issuance costs
|
|
(1,260,000
|
)
|
|
—
|
|
||
GACP term loan due March 9, 2021, carrying amount
|
|
15,032,000
|
|
|
—
|
|
||
|
|
|
|
|
||||
Total long-term credit facilities
|
|
85,388,000
|
|
|
72,414,000
|
|
||
Less current portion of long-term credit facilities
|
|
(3,242,000
|
)
|
|
(2,143,000
|
)
|
||
Long-term credit facilities, excluding current portion
|
|
$
|
82,146,000
|
|
|
$
|
70,271,000
|
|
|
|
PNC Credit Facility
|
|
|
|
|
||||||||||
Fiscal year
|
|
Term loan
|
|
Revolving loan
|
|
GACP Term Loan
|
|
Total
|
||||||||
2017
|
|
$
|
2,321,000
|
|
|
$
|
—
|
|
|
$
|
921,000
|
|
|
$
|
3,242,000
|
|
2018
|
|
2,143,000
|
|
|
—
|
|
|
850,000
|
|
|
2,993,000
|
|
||||
2019
|
|
1,964,000
|
|
|
—
|
|
|
779,000
|
|
|
2,743,000
|
|
||||
2020
|
|
4,209,000
|
|
|
59,900,000
|
|
|
850,000
|
|
|
64,959,000
|
|
||||
2021
|
|
—
|
|
|
—
|
|
|
12,892,000
|
|
|
12,892,000
|
|
||||
|
|
$
|
10,637,000
|
|
|
$
|
59,900,000
|
|
|
$
|
16,292,000
|
|
|
$
|
86,829,000
|
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Fiscal 2014
|
|||||||||
Expected volatility
|
81
|
%
|
-
|
84%
|
|
75
|
%
|
-
|
82%
|
|
88
|
%
|
-
|
98%
|
Expected term (in years)
|
6 years
|
|
6 years
|
|
5
|
|
-
|
6 years
|
||||||
Risk-free interest rate
|
1.4
|
%
|
-
|
2.2%
|
|
1.7
|
%
|
-
|
1.9%
|
|
1.5
|
%
|
-
|
2.2%
|
|
|
2011
Incentive Stock Option Plan |
|
Weighted
Average Exercise Price |
|
2004
Incentive Stock Option Plan |
|
Weighted
Average Exercise Price |
|
2001
Incentive Stock Option Plan |
|
Weighted
Average Exercise Price |
|||||||||
Balance outstanding, January 30, 2016
|
|
1,555,000
|
|
|
$
|
4.30
|
|
|
670,000
|
|
|
$
|
6.18
|
|
|
399,000
|
|
|
$
|
7.78
|
|
Granted
|
|
1,833,000
|
|
|
$
|
1.35
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Exercised
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Forfeited or canceled
|
|
(845,000
|
)
|
|
$
|
4.24
|
|
|
(369,000
|
)
|
|
$
|
6.80
|
|
|
(322,000
|
)
|
|
$
|
7.07
|
|
Balance outstanding, January 28, 2017
|
|
2,543,000
|
|
|
$
|
2.19
|
|
|
301,000
|
|
|
$
|
5.41
|
|
|
77,000
|
|
|
$
|
10.73
|
|
Options Exercisable at:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
January 28, 2017
|
|
648,000
|
|
|
$
|
3.53
|
|
|
292,000
|
|
|
$
|
5.43
|
|
|
77,000
|
|
|
$
|
10.73
|
|
January 30, 2016
|
|
995,000
|
|
|
$
|
3.97
|
|
|
652,000
|
|
|
$
|
6.22
|
|
|
399,000
|
|
|
$
|
7.78
|
|
January 31, 2015
|
|
1,322,000
|
|
|
$
|
4.05
|
|
|
1,179,000
|
|
|
$
|
6.76
|
|
|
826,000
|
|
|
$
|
6.89
|
|
|
|
Options Outstanding
|
|
Options Vested or Expected to Vest
|
||||||||||||||||||||||
Option Type
|
|
Number of
Shares |
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Life (Years) |
|
Aggregate
Intrinsic Value |
|
Number of
Shares |
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Life (Years) |
|
Aggregate
Intrinsic Value |
||||||||||
2011 Incentive:
|
|
2,543,000
|
|
|
$
|
2.19
|
|
|
8.5
|
|
$
|
243,000
|
|
|
2,373,000
|
|
|
$
|
2.24
|
|
|
8.4
|
|
$
|
218,000
|
|
2004 Incentive:
|
|
301,000
|
|
|
$
|
5.41
|
|
|
3.2
|
|
$
|
—
|
|
|
301,000
|
|
|
$
|
5.41
|
|
|
3.2
|
|
$
|
—
|
|
2001 Incentive:
|
|
77,000
|
|
|
$
|
10.73
|
|
|
0.3
|
|
$
|
—
|
|
|
77,000
|
|
|
$
|
10.73
|
|
|
0.3
|
|
$
|
—
|
|
Percentile Rank
|
|
Percentage of
Units Vested |
< 33%
|
|
0%
|
33%
|
|
50%
|
50%
|
|
100%
|
100%
|
|
150%
|
|
|
Fair Value (Per Share)
|
|
Derived Service Period
|
Tranche 1 (immediate)
|
|
$1.60
|
|
0 Years
|
Tranche 2 ($4.00/share)
|
|
$1.52
|
|
1.46 Years
|
Tranche 3 ($6.00/share)
|
|
$1.48
|
|
2.22 Years
|
Percentile Rank
|
|
Percentage of
Units Vested |
< 33%
|
|
0%
|
33%
|
|
50%
|
50%
|
|
100%
|
100%
|
|
150%
|
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Non-vested outstanding, January 30, 2016
|
|
861,000
|
|
|
$4.46
|
Granted
|
|
1,546,000
|
|
|
$1.51
|
Vested
|
|
(452,000
|
)
|
|
$2.79
|
Forfeited
|
|
(335,000
|
)
|
|
$5.00
|
Non-vested outstanding, January 28, 2017
|
|
1,620,000
|
|
|
$2.00
|
|
|
|
For the Years Ended
|
||||||||||
|
|
|
January 28,
2017 |
|
January 30,
2016 |
|
January 31,
2015 |
||||||
Jewelry & Watches
|
|
|
$
|
245,202
|
|
|
$
|
248,951
|
|
|
$
|
256,219
|
|
Home & Consumer Electronics
|
|
|
151,313
|
|
|
193,931
|
|
|
186,772
|
|
|||
Beauty
|
|
|
94,451
|
|
|
87,184
|
|
|
76,268
|
|
|||
Fashion & Accessories
|
|
|
109,615
|
|
|
105,616
|
|
|
96,239
|
|
|||
All other (primarily shipping & handling revenue)
|
|
|
65,632
|
|
|
57,630
|
|
|
59,120
|
|
|||
Total
|
|
|
$
|
666,213
|
|
|
$
|
693,312
|
|
|
$
|
674,618
|
|
Cash consideration
|
|
$
|
575,000
|
|
Fair value of contingent consideration
|
|
600,000
|
|
|
|
|
$
|
1,175,000
|
|
Inventories
|
|
$
|
1,171,000
|
|
Identifiable intangible assets acquired:
|
|
|
|
|
Existing customer list
|
|
347,000
|
|
|
Trade Names
|
|
336,000
|
|
|
Accounts payable
|
|
(796,000
|
)
|
|
All other net tangible assets and liabilities
|
|
117,000
|
|
|
|
|
$
|
1,175,000
|
|
|
|
January 28, 2017
|
|
January 30, 2016
|
||||
Accruals and reserves not currently deductible for tax purposes
|
|
$
|
6,632
|
|
|
$
|
6,990
|
|
Inventory capitalization
|
|
2,207
|
|
|
1,931
|
|
||
Differences in depreciation lives and methods
|
|
1,151
|
|
|
2,730
|
|
||
Differences in basis of intangible assets
|
|
(3,522
|
)
|
|
(2,756
|
)
|
||
Differences in investments and other items
|
|
447
|
|
|
551
|
|
||
Net operating loss carryforwards
|
|
125,279
|
|
|
117,909
|
|
||
Valuation allowance
|
|
(135,716
|
)
|
|
(130,089
|
)
|
||
Net deferred tax liability
|
|
$
|
(3,522
|
)
|
|
$
|
(2,734
|
)
|
|
|
For the Years Ended
|
||||||||||
|
|
January 28, 2017
|
|
January 30, 2016
|
|
January 31, 2015
|
||||||
Current
|
|
$
|
(13
|
)
|
|
$
|
(46
|
)
|
|
$
|
(31
|
)
|
Deferred
|
|
(788
|
)
|
|
(788
|
)
|
|
(788
|
)
|
|||
|
|
$
|
(801
|
)
|
|
$
|
(834
|
)
|
|
$
|
(819
|
)
|
|
|
For the Years Ended
|
|||||||
|
|
January 28, 2017
|
|
January 30, 2016
|
|
January 31, 2015
|
|||
Taxes at federal statutory rates
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal tax benefit
|
|
11.9
|
|
|
(0.6
|
)
|
|
(11.2
|
)
|
Reestablishment of state net operating losses
|
|
—
|
|
|
6.0
|
|
|
—
|
|
Provision to return true-up
|
|
18.1
|
|
|
—
|
|
|
—
|
|
Non-cash stock option vesting expense
|
|
(2.3
|
)
|
|
(1.9
|
)
|
|
(158.6
|
)
|
FCC license deferred tax liability impact on valuation allowance
|
|
(9.4
|
)
|
|
(6.5
|
)
|
|
(133.4
|
)
|
Valuation allowance and NOL carryforward benefits
|
|
(60.9
|
)
|
|
(44.2
|
)
|
|
124.0
|
|
Other
|
|
(2.5
|
)%
|
|
4.9
|
%
|
|
(2.4
|
)%
|
Effective tax rate
|
|
(10.1
|
)%
|
|
(7.3
|
)%
|
|
(146.6
|
)%
|
|
|
|
|
Fiscal Year
|
Amount
|
||
|
|
||
2017
|
$
|
59,946,000
|
|
2018
|
15,497,000
|
|
|
2019
|
261,000
|
|
|
2020
|
—
|
|
|
2021 and thereafter
|
—
|
|
|
|
|
|
Future Minimum Lease Payments:
|
Amount
|
||
|
|
||
2017
|
$
|
1,944,000
|
|
2018
|
1,182,000
|
|
|
2019
|
931,000
|
|
|
2020
|
605,000
|
|
|
2021 and thereafter
|
—
|
|
|
|
For the Years Ended
|
||||||||||
|
|
January 28, 2017
|
|
January 30, 2016
|
|
January 31, 2015
|
||||||
Supplemental Cash Flow Information:
|
|
|
|
|
|
|
|
|
|
|||
Interest paid
|
|
$
|
5,061,000
|
|
|
$
|
2,353,000
|
|
|
$
|
1,470,000
|
|
Income taxes paid
|
|
$
|
51,000
|
|
|
$
|
33,000
|
|
|
$
|
30,000
|
|
Supplemental non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
||||
Property and equipment purchases included in accounts payable
|
|
$
|
1,060,000
|
|
|
$
|
138,000
|
|
|
$
|
2,016,000
|
|
Common stock issuance costs included in accrued liabilities
|
|
$
|
115,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Deferred financing costs included in accrued liabilities
|
|
$
|
14,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-cash warrant exercise
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
533,000
|
|
Issuance of 178,842 shares of common stock for trademark purchase
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,044,000
|
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total
|
||||||||||
|
|
(In thousands, except percentages and per share amounts)
|
||||||||||||||||||
Fiscal 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
166,920
|
|
|
$
|
157,139
|
|
|
$
|
151,636
|
|
|
$
|
190,518
|
|
|
$
|
666,213
|
|
Gross profit
|
|
61,448
|
|
|
59,828
|
|
|
55,431
|
|
|
64,820
|
|
|
241,527
|
|
|||||
Gross profit margin
|
|
36.8
|
%
|
|
38.1
|
%
|
|
36.6
|
%
|
|
34.0
|
%
|
|
36.3
|
%
|
|||||
Operating expenses
|
|
64,982
|
|
|
60,002
|
|
|
57,510
|
|
|
61,051
|
|
|
243,545
|
|
|||||
Operating income (loss) (a)
|
|
(3,534
|
)
|
|
(174
|
)
|
|
(2,079
|
)
|
|
3,769
|
|
|
(2,018
|
)
|
|||||
Other expense, net
|
|
(1,203
|
)
|
|
(1,604
|
)
|
|
(1,583
|
)
|
|
(1,536
|
)
|
|
(5,926
|
)
|
|||||
Income tax provision
|
|
(205
|
)
|
|
(205
|
)
|
|
(205
|
)
|
|
(186
|
)
|
|
(801
|
)
|
|||||
Net income (loss) (a)
|
|
$
|
(4,942
|
)
|
|
$
|
(1,983
|
)
|
|
$
|
(3,867
|
)
|
|
$
|
2,047
|
|
|
$
|
(8,745
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) per share
|
|
$
|
(0.09
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.15
|
)
|
Net income (loss) per share — assuming dilution
|
|
$
|
(0.09
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.15
|
)
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
57,181
|
|
|
57,259
|
|
|
60,513
|
|
|
64,185
|
|
|
59,785
|
|
|||||
Diluted
|
|
57,181
|
|
|
57,259
|
|
|
60,513
|
|
|
64,492
|
|
|
59,785
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
158,451
|
|
|
$
|
161,061
|
|
|
$
|
162,258
|
|
|
$
|
211,542
|
|
|
$
|
693,312
|
|
Gross profit
|
|
57,305
|
|
|
58,856
|
|
|
55,910
|
|
|
66,409
|
|
|
238,480
|
|
|||||
Gross profit margin
|
|
36.2
|
%
|
|
36.5
|
%
|
|
34.5
|
%
|
|
31.4
|
%
|
|
34.4
|
%
|
|||||
Operating expenses
|
|
61,232
|
|
|
61,032
|
|
|
60,192
|
|
|
64,762
|
|
|
247,218
|
|
|||||
Operating income (loss) (b)
|
|
(3,927
|
)
|
|
(2,176
|
)
|
|
(4,282
|
)
|
|
1,647
|
|
|
(8,738
|
)
|
|||||
Other expense, net
|
|
(596
|
)
|
|
(667
|
)
|
|
(688
|
)
|
|
(761
|
)
|
|
(2,712
|
)
|
|||||
Income tax provision
|
|
(205
|
)
|
|
(205
|
)
|
|
(205
|
)
|
|
(219
|
)
|
|
(834
|
)
|
|||||
Net income (loss) (b)
|
|
$
|
(4,728
|
)
|
|
$
|
(3,048
|
)
|
|
$
|
(5,175
|
)
|
|
$
|
667
|
|
|
$
|
(12,284
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) per share
|
|
$
|
(0.08
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.22
|
)
|
Net income (loss) per share — assuming dilution
|
|
$
|
(0.08
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.22
|
)
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
56,641
|
|
|
57,093
|
|
|
57,125
|
|
|
57,158
|
|
|
57,004
|
|
|||||
Diluted
|
|
56,641
|
|
|
57,093
|
|
|
57,125
|
|
|
57,158
|
|
|
57,004
|
|
|
/s/ ROBERT ROSENBLATT
|
|
Robert Rosenblatt
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
|
/s/ TIMOTHY PETERMAN
|
|
Timothy Peterman
|
|
Executive Vice President, Chief Financial Officer
|
|
(Principal Financial Officer)
|
•
|
Report of Independent Registered Public Accounting Firm
|
•
|
Consolidated Balance Sheets as of
January 28, 2017
and
January 30, 2016
|
•
|
Consolidated Statements of Operations for the Years Ended
January 28, 2017
,
January 30, 2016
and
January 31, 2015
|
•
|
Consolidated Statements of Shareholders’ Equity for the Years Ended
January 28, 2017
,
January 30, 2016
and
January 31, 2015
|
•
|
Consolidated Statements of Cash Flows for the Years Ended
January 28, 2017
,
January 30, 2016
, and
January 31, 2015
|
•
|
Notes to Consolidated Financial Statements
|
|
|
|
|
Column C
|
|
|
|
|
|
|
||||||
|
|
Column B
|
|
Additions
|
|
|
|
|
|
|
||||||
|
|
Balances at
|
|
Charged to
|
|
|
|
|
|
Column E
|
||||||
|
|
Beginning of
|
|
Costs and
|
|
Column D
|
|
|
|
Balance at
|
||||||
Column A
|
|
Year
|
|
Expenses
|
|
Deductions
|
|
|
|
End of Year
|
||||||
For the year ended January 28, 2017:
|
|
|
|
|
|
|
|
|
|
|
||||||
Allowance for doubtful accounts
|
|
$
|
6,870,000
|
|
|
11,949,000
|
|
|
(12,797,000
|
)
|
|
(1)
|
|
$
|
6,022,000
|
|
Reserve for returns
|
|
$
|
4,726,000
|
|
|
61,935,000
|
|
|
(62,938,000
|
)
|
|
(2)
|
|
$
|
3,723,000
|
|
For the year ended January 30, 2016:
|
|
|
|
|
|
|
|
|
|
|
||||||
Allowance for doubtful accounts
|
|
$
|
6,706,000
|
|
|
11,795,000
|
|
|
(11,631,000
|
)
|
|
(1)
|
|
$
|
6,870,000
|
|
Reserve for returns
|
|
$
|
5,585,000
|
|
|
66,533,000
|
|
|
(67,392,000
|
)
|
|
(2)
|
|
$
|
4,726,000
|
|
For the year ended January 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Allowance for doubtful accounts
|
|
$
|
6,446,000
|
|
|
13,007,000
|
|
|
(12,747,000
|
)
|
|
(1)
|
|
$
|
6,706,000
|
|
Reserve for returns
|
|
$
|
4,894,000
|
|
|
74,454,000
|
|
|
(73,763,000
|
)
|
|
(2)
|
|
$
|
5,585,000
|
|
(1)
|
Write off of uncollectible receivables, net of recoveries.
|
(2)
|
Refunds or credits on products returned.
|
|
EVINE Live Inc.
(Registrant)
|
|
|
By:
|
/s/ ROBERT ROSENBLATT
|
|
|
|
Robert Rosenblatt
|
|
Chief Executive Officer
|
|
|
|
|
|
|
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Name
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Title
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/s/ ROBERT ROSENBLATT
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Chief Executive Officer and Director
(Principal Executive Officer)
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Robert Rosenblatt
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/s/ TIMOTHY PETERMAN
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Executive Vice President, Chief Financial Officer
(Principal Financial Officer)
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Timothy Peterman
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/s/ LANDEL C. HOBBS
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Chairman of the Board
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Landel C. Hobbs
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/s/ THOMAS BEERS
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Director
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Thomas Beers
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/s/ NEAL GRABELL
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Director
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Neal Grabell
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/s/ MARK HOLDSWORTH
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Director
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Mark Holdsworth
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/s/ LISA LETIZIO
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Director
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Lisa Letizio
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/s/ LOWELL W. ROBINSON
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Director
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Lowell W. Robinson
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/s/ FRED SIEGEL
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Director
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Fred Siegel
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Exhibit No.
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Description
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Method of Filing
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3.1
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Amended and Restated Articles of Incorporation
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Incorporated by reference(A)
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3.2
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Amended and Restated By-Laws, as amended through June 18, 2014
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Incorporated by reference(B)
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3.3
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First Amended and Restated By-Laws of the Registrant
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Incorporated by reference(C)
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3.4
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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
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Incorporated by reference(D)
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4.1
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Shareholder Rights Plan, dated as of July 13, 2015, by and between the Registrant and Wells Fargo Bank, N.A., as rights agent
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Incorporated by reference(E)
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10.1
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2001 Omnibus Stock Plan of the Registrant
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Incorporated by reference(F)†
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10.2
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Amendment No. 1 to the 2001 Omnibus Stock Plan of the Registrant
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Incorporated by reference(G)†
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10.3
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Form of Incentive Stock Option Agreement under the 2001 Omnibus Stock Plan of the Registrant
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Incorporated by reference(H)†
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10.4
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Form of Nonstatutory Stock Option Agreement under the 2001 Omnibus Stock Plan of the Registrant
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Incorporated by reference(I)†
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10.5
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Amended and Restated 2004 Omnibus Stock Plan
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Incorporated by reference(J)†
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10.6
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Form of Stock Option Agreement (Employees) under 2004 Omnibus Stock Plan
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Incorporated by reference(K)†
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10.7
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Form of Stock Option Agreement (Executive Officers) under 2004 Omnibus Stock Plan
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Incorporated by reference(L)†
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10.8
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Form of Stock Option Agreement (Executive Officers) under 2004 Omnibus Stock Plan
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Incorporated by reference(M)†
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10.9
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Form of Stock Option Agreement (Directors - Annual Grant) under 2004 Omnibus Stock Plan
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Incorporated by reference(N)†
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10.10
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Form of Stock Option Agreement (Directors - Other Grants) under 2004 Omnibus Stock Plan
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Incorporated by reference(O)†
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10.11
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Form of Restricted Stock Agreement (Directors) under 2004 Omnibus Stock Plan
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Incorporated by reference(P)†
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10.12
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2011 Omnibus Incentive Plan of the Registrant
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Incorporated by reference(Q)†
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10.13
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Form of Incentive Stock Option Award Agreement under the 2011 Omnibus Incentive Plan
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Incorporated by reference(R)†
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10.14
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Form of Non-Statutory Stock Option Award Agreement under the 2011 Omnibus Incentive Plan
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Incorporated by reference(S)†
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10.15
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Form of Restricted Stock Award Agreement under the 2011 Omnibus Stock Plan
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Incorporated by reference(T)†
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10.16
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Form of Performance Stock Option Award Agreement under the 2011 Omnibus Incentive Plan
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Incorporated by reference(U)†
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10.17
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ValueVision Media, Inc. Executives’ Severance Benefit Plan
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Incorporated by reference(V)†
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10.18
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Evine Live Inc. Executives’ Severance Benefit Plan
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Incorporated by reference(W)†
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10.19
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Form of Indemnification Agreement with Directors and Officers of the Registrant
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Incorporated by reference(X)†
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10.20
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Description of Annual Cash Incentive Plan
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Incorporated by reference(Y)†
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10.21
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Description of Director Compensation Program
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Incorporated by reference(Z)†
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10.22
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Form of Non-Plan Option Agreement
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Incorporated by reference(AA)†
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10.23
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Form of Performance Stock Unit Award Agreement under the 2011 Omnibus Incentive Plan
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Incorporated by reference(BB)†
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10.24
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Executive Employment Agreement by and between the Registrant and Robert Rosenblatt dated August 18, 2016
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Incorporated by reference(CC)†
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10.25
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Separation Agreement, dated February 18, 2016, between the Registrant and Mark Bozek
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Incorporated by reference(DD)†
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†
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Management compensatory plan/arrangement.
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A
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Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated November 17, 2014 filed on November 18, 2014, File No. 0-20243.
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B
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Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated June 17, 2014, filed on June 20, 2014, File No. 0-20243.
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C
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Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated and filed on July 7, 2016, File No. 0-20243.
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D
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Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated July 9, 2015, filed on July 13, 2015, File No. 0-20243.
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E
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Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated July 9, 2015, filed on July 13, 2015, File No. 0-20243.
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F
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Incorporated herein by reference to Exhibit 99(a) to the Registrant’s Registration Statement on Form S-8 filed on January 25, 2002, File No. 333-81438.
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G
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Incorporated herein by reference to Appendix B to the Registrant’s Proxy Statement in connection with its annual meeting of shareholders held on June 20, 2002, filed on May 23, 2002, File No. 0-20243.
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H
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Incorporated herein by reference to Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2003 and filed on April 30, 2003, File No. 0-20243.
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I
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Incorporated herein by reference to Exhibit 10.8 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2003 and filed on April 30, 2003, File No. 0-20243.
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J
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Incorporated herein by reference to Annex A to the Registrant’s Proxy Statement in connection with its annual meeting of shareholders held on June 21, 2006, filed on May 23, 2006, File No. 0-20243.
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K
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Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated January 14, 2005, filed on January 14, 2005, File No. 0-20243.
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L
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Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated January 14, 2005, filed on January 14, 2005, File No. 0-20243.
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M
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Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K dated January 14, 2005, filed on January 14, 2005, File No. 0-20243.
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N
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Incorporated herein by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K dated January 14, 2005, filed on January 14, 2005, File No. 0-20243.
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O
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Incorporated herein by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K dated January 14, 2005, filed on January 14, 2005, File No. 0-20243.
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P
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Incorporated herein by reference to Exhibit 10 to the Registrant’s Current Report on Form 8-K dated June 21, 2006, filed on June 23, 2006, File No. 0-20243.
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Q
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Incorporated herein by reference to Appendix A to the Registrant’s Proxy Statement in connection with its annual meeting of shareholders held on June 15, 2011, filed on May 5, 2011, File No. 0-20243.
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R
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Incorporated herein by reference to Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 28, 2012 and filed on April 5, 2012, File No. 0-20243.
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S
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Incorporated herein by reference to Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 28, 2012 and filed on April 5, 2012, File No. 0-20243.
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T
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Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the period ended July 30, 2016, filed on August 26, 2016, File No. 001-37495.
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U
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Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the period ended October 27, 2012, filed on November 29, 2012, File No. 0-20243.
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V
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Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the period ended May 3, 2014 and filed on June 6, 2014, File No. 0-20243.
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W
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Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated July 25, 2016, filed July 27, 2016, File No. 001-37495.
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X
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Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated September 27, 2010, filed on September 27, 2010, File No. 0-20243.
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Y
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Incorporated herein by reference to Exhibit 10.24 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2015, filed on March 26, 2015, File No. 0-20243.
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Z
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Incorporated herein by reference to Exhibit 10.25 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2015, filed on March 26, 2015, File No. 0-20243.
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AA
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Incorporated herein by reference to Exhibit 4.9 to the Registration’s Registration Statement on Form S-8 filed on July 1, 2011, File No. 333-175320.
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BB
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Incorporated herein by reference to Exhibit 10.36 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2015, filed on March 26, 2015, File No. 0-20243.
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CC
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Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated August 18, 2016, filed August 24, 2016, File No. 001-37495.
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DD
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Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K dated February 18, 2016, filed February 23, 2016, File No. 001-37495.
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EE
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Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 8-K dated February 18, 2016, filed February 23, 2016, File No. 001-37495.
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FF
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Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated March 26, 2015, filed March 26, 2015, File No. 0-20243.
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GG
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Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated April 15, 2015, filed April 15, 2015, File No. 0-20243.
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HH
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Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated February 25, 2009, filed on February 26, 2009, File No. 0-20243.
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II
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Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated April 29, filed on May 2, 2016, File No. 0-20243.
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JJ
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Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated February 25, 2009, filed on February 26, 2009, File No. 0-20243.
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KK
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Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated April 29, filed on May 2, 2016; file no. 0-20243.
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LL
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Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated February 10, 2012, filed on February 10, 2012, File No. 0-20243.
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MM
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Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated May 7, 2013, filed on May 7, 2013, File No. 0-20243.
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NN
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Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q dated September 6, 2013, filed on September 6, 2013, File No. 0-20243.
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OO
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Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated February 5, 2014, filed on February 5, 2014, File No. 0-20243.
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PP
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Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated March 6, 2015, filed on March 9, 2015, File No. 0-20243.
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QQ
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Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated October 8, 2015, filed on October 13, 2015, File No. 001-37495.
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RR
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Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated March 10, 2016, filed on March 10, 2016, File No. 001-37495.
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SS
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Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the period ended October 29, 2016, filed on November 30, 2016, File No. 001-37495.
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TT
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Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated March 16, 2017, filed on March 21, 2017, File No. 001037495.
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UU
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Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated March 10, 2016, filed on March 10, 2016, File No. 001-37495.
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VV
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Incorporated herein by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the period ended October 29, 2016, filed on November 30, 2016, File No. 001-37495.
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WW
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Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated March 16, 2017, filed on March 21, 2017, File No. 001037495.
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XX
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Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated July 9, 2015, filed on July 13, 2015, File No. 0-20243.
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YY
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Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated November 17, 2014, filed on November 18, 2014, File No. 0-20243.
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ZZ
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Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated September 14, 2016, filed on September 15, 2016, File No. 001-37495.
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AAA
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Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated November 1, 2016, filed on November 4, 2016, File No. 001-37495.
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BBB
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Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated December 13, 2016, filed on December 16, 2016, File No. 001-37495.
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CCC
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Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K dated March 16, 2017, filed on March 21, 2017, File No. 001-37495.
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DDD
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Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated January 30, 2017, filed on January 31, 2017, File No. 001-37495.
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EEE
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Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated March 24, 2017, filed on March 27, 2017, File No. 001-37495.
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