UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May
20, 2015
EVINE Live Inc.
(Exact name of registrant as specified in
its charter)
Minnesota |
0-20243 |
41-1673770 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
6740 Shady Oak Road
Eden Prairie, Minnesota 55344-3433
(Address of principal executive offices)
(952) 943-6000
(Registrant’s telephone number, including
area code)
Not applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. |
Results of Operations and Financial Condition. |
On May 20, 2015, we issued a press
release disclosing our results of operations and financial condition for our fiscal first quarter ended May 2, 2015. The press
release is furnished herewith as Exhibit 99.1.
In accordance with General Instruction
B.2 of Form 8-K, the information in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be
deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934 or otherwise subject
to the liability of that section, and shall not be incorporated by reference into any registration statement or other document
filed under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific
reference in that filing.
Item 9.01. |
Financial Statements and Exhibits. |
The following exhibits are being filed with
this Current Report on Form 8-K.
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Exhibit No. |
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Description |
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99.1 |
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Press Release, dated May 20, 2015. |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereto duly authorized.
Date: May 20, 2015 |
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EVINE Live Inc. |
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By: |
/s/ Russell Nuce |
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Russell Nuce
Executive Vice President |
EXHIBIT INDEX
No. |
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Description |
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99.1 |
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Press Release, dated May 20, 2015. |
Exhibit 99.1
EVINE Live
Reports First Quarter Results
MINNEAPOLIS, MN – May 20, 2015 –
EVINE Live Inc. (NASDAQ: EVLV), a digital commerce company (evine.com), today announced results for its fiscal 2015 first quarter
(Q1’15) ended May 2, 2015.
FY 2015 First Quarter Highlights
| · | Net sales of $158 million, a 1% decrease
year over year. |
| · | Fashion was fastest growing segment, sales
up 18%. Jewelry posted sales growth of 8%, followed by Beauty with 7% sales growth. Watches declined 15% on less primetime air
time allocation. |
| · | Total active customers on a trailing 12
month basis were 1.4 million, a 2% increase. |
| · | Net shipped units of 2.2 million, a 17%
increase. |
| · | Average purchase frequency rose to 4.1
units per customer, a 15% increase. |
| · | Mobile remains fastest growing platform
with sales of $28 million, a 26% increase. |
Mark Bozek, EVINE Live CEO, said, “While
we hoped to deliver top line growth of at least 3%, several factors including a lower than ideal average selling price in Watches,
discounting excess textiles inventory on-air and lower shipping revenues worked against us. These factors also contributed to the
decrease in our adjusted EBITDA to $2 million. On the other hand, we’ve launched over a dozen proprietary brands since the
beginning of the year, and our new brands are being well received and are driving higher sales per minute than our legacy product.
In addition, our Fashion Day at the end of April was an extraordinary success, and contributed to year over year segment growth
of 18% in the quarter. With time, we expect new, higher margin brands to grow to represent an increasing share of the total, which
should lift the top and bottom lines overall. We have a lot of exciting growth initiatives underway and I look forward to sharing
more detail about them at our Investor Day on May 28.
This was another productive quarter for our
team. After an extensive recruiting process, we completed our executive transition plan during the first quarter when we hired
our new Chief Financial Officer, Tim Peterman, and our new Chief Merchandising Officer, Penny Burnett. Tim and Penny are great
additions to our team and I couldn’t be more excited to be working with them. Furthermore, just last week we celebrated the
official opening of our expanded distribution facility and call center in Bowling Green, Kentucky. There is still work to do, but
when complete it will allow us to deliver faster shipping times and improved customer service.”
Bozek continued, “It has been just under
a year since I took over as CEO of a company that needed a cohesive strategic vision. Our success hinges on our commitment to be
nimble and continuously test new product launches, merchandising mix and programming platforms. While new initiatives take time,
the progress we are making is clearly reflected in several encouraging first quarter records - including total customers, average
purchase frequency and units shipped. While the balance of 2015 will continue to be a transition period, the heavy lifting has
been done and the benefit of changes we have made should be visible in our bottom line by year end.”
Tim Peterman, newly appointed CFO of EVINE
Live, said, “I’m a long time student and fan of the home shopping industry, and actually worked with Mark at IAC. It
is great to see that the EVINE Live platform is catching up with the times and being positioned as a relevant competitor in the
digital commerce space. Our peers are posting robust margins and we expect that we should be able to as well. Achieving sustainable,
positive earnings per share growth is one of my primary goals. And while posting margin improvement is particularly challenging
for smaller retail companies given the recent shipping pressures of higher costs and lower margins, we are committed to working
more efficiently as an organization to deliver our overall profitability goals.”
Peterman continued, “We have a solid
liquidity position that includes $18 million of cash, including restricted cash, and $30 million of availability on our revolving
credit facility as of the end of the first quarter. We are focused on improving our existing distribution footprint with thoughtful
changes, including a possible second channel similar to our peers. Furthermore, by year end, we expect to improve our inventory
lifecycle by establishing an outlet center close to our Bowling Green distribution center, which will provide an avenue to move
merchandise that no longer meets our minimum performance levels for on-air allocation and avoids the situation we experienced this
quarter in discounting excess textiles. As a reminder, given our $298 million Federal NOL position, our ability to generate free
cash flow will accelerate once we deliver taxable income.”
2015 Outlook
The Company expects the cumulative effect of
the strategic changes being made to be impactful by the fourth quarter, 2015. In the meantime, for the next two quarters sales
are anticipated to be relatively flat with prior year results, followed by sales growth in the fourth quarter. The Company expects
to turn the corner on generating positive net income on a sustainable quarterly basis in the fourth quarter.
A conference call to discuss the Company's
fiscal first quarter earnings will be held at 11:00 a.m. Eastern Time on Wednesday, May 20, 2015.
Conference Call / Webcast Today, Wednesday,
May 20, 2015 at 11 a.m. EST:
WEBCAST LINK: |
http://edge.media-server.com/m/p/56b4bkyz |
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TELEPHONE: |
(877) 280-4955 |
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PASSCODE: |
4451-7673 |
Please visit www.evine.com/ir for more investor
information and to review an updated investor deck.
SUMMARY RESULTS AND KEY OPERATING METRICS
($ Millions, except average price points and EPS)
| |
Q1 ’15 | | |
Q1 ’14 | | |
| |
| |
5/2/2015 | | |
5/3/2014 | | |
Change | |
Net Sales | |
$ | 158.5 | | |
$ | 159.7 | | |
| -1 | % |
Gross Profit | |
$ | 57.3 | | |
$ | 60.0 | | |
| -5 | % |
Gross Profit % | |
| 36.2 | % | |
| 37.6 | % | |
| -140 | bps |
Adjusted EBITDA | |
$ | 1.6 | | |
$ | 5.5 | | |
$ | (3.9 | ) |
| |
| | | |
| | | |
| | |
Adjusted Net Income/(Loss) | |
$ | (2.1 | ) | |
$ | 1.5 | | |
$ | (3.6 | ) |
Less: | |
| | | |
| | | |
| | |
Activist Shareholder Response Costs | |
$ | 0.0 | | |
$ | (1.0 | ) | |
$ | 1.0 | |
Executive & Management Transition Costs | |
$ | (2.6 | ) | |
$ | 0.0 | | |
$ | (2.6 | ) |
Net Income/(Loss) | |
$ | (4.7 | ) | |
$ | 0.5 | | |
$ | (5.2 | ) |
| |
| | | |
| | | |
| | |
Net Income/(Loss) per Share | |
$ | (0.08 | ) | |
$ | 0.01 | | |
$ | (0.09 | ) |
| |
| | | |
| | | |
| | |
Adjusted Net Income/(Loss) per Share | |
$ | (0.04 | ) | |
$ | 0.03 | | |
$ | (0.07 | ) |
| |
| | | |
| | | |
| | |
Homes (Average 000s) | |
| 88,303 | | |
| 87,034 | | |
| 1 | % |
Net Shipped Units (000s) | |
| 2,230 | | |
| 1,913 | | |
| 17 | % |
Average Selling Price | |
$ | 65 | | |
$ | 76 | | |
| -14 | % |
Return Rate % | |
| 20.3 | % | |
| 22.2 | % | |
| -190 | bps |
Online Net Sales % | |
| 45.2 | % | |
| 44.7 | % | |
| +50 | bps |
Total Customers - 12 Month Rolling | |
| 1,437,048 | | |
| 1,402,185 | | |
| 2 | % |
% of Net Sale by Category | |
Q1’15 | | |
Q1’14 | |
Jewelry & Watches | |
| 45 | % | |
| 47 | % |
Beauty, Health & Fitness | |
| 13 | % | |
| 13 | % |
Fashion & Accessories | |
| 16 | % | |
| 13 | % |
Home & Consumer Electronics | |
| 26 | % | |
| 27 | % |
| |
| 100 | % | |
| 100 | % |
About EVINE Live Inc.
EVINE Live Inc. (NASDAQ: EVLV) is a digital
commerce company that offers customers multiple ways to shop and interact via TV, online and on mobile devices in the merchandise
categories of Home, Beauty, Health & Fitness, Fashion & Accessories, Jewelry & Watches and Consumer Electronics. EVINE
Live has access to 88 million cable and satellite television homes and also is available nationwide via live streaming at www.evine.com.
Please visit www.evine.com/ir for
more investor information.
Contacts
Media:
Dawn Zaremba
EVINE Live Inc.
press@evine.com
(952) 943-6043
Investors:
Beth McCartan
EVINE Live Inc.
bmccartan@evine.com
(952) 943-6517
(Tables follow)
EVINE Live Inc.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands except share and per share data)
| |
May 2, | | |
January 31, | |
| |
2015 | | |
2015 | |
| |
(Unaudited) | | |
| |
ASSETS | |
| | | |
| | |
Current assets: | |
| | | |
| | |
Cash | |
$ | 16,055 | | |
$ | 19,828 | |
Restricted cash and investments | |
| 2,100 | | |
| 2,100 | |
Accounts receivable, net | |
| 94,169 | | |
| 112,275 | |
Inventories | |
| 67,517 | | |
| 61,456 | |
Prepaid expenses and other | |
| 5,908 | | |
| 5,284 | |
Total current assets | |
| 185,749 | | |
| 200,943 | |
Property and equipment, net | |
| 47,764 | | |
| 42,759 | |
FCC broadcasting license | |
| 12,000 | | |
| 12,000 | |
Other assets | |
| 2,069 | | |
| 1,989 | |
| |
$ | 247,582 | | |
$ | 257,691 | |
| |
| | | |
| | |
LIABILITIES AND SHAREHOLDERS' EQUITY | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable | |
$ | 71,813 | | |
$ | 81,457 | |
Accrued liabilities | |
| 31,267 | | |
| 36,683 | |
Current portion of long term credit facility | |
| 1,964 | | |
| 1,736 | |
Deferred revenue | |
| 85 | | |
| 85 | |
Total current liabilities | |
| 105,129 | | |
| 119,961 | |
| |
| | | |
| | |
Capital lease liability | |
| 23 | | |
| 36 | |
Deferred revenue | |
| 228 | | |
| 249 | |
Deferred tax liability | |
| 2,143 | | |
| 1,946 | |
Long term credit facility | |
| 57,245 | | |
| 50,971 | |
Total liabilities | |
| 164,768 | | |
| 173,163 | |
| |
| | | |
| | |
Commitments and contingencies | |
| | | |
| | |
| |
| | | |
| | |
Shareholders' equity: | |
| | | |
| | |
Common stock, $.01 par value, 100,000,000 shares authorized; 57,045,062 and 56,448,663 shares issued and outstanding | |
| 570 | | |
| 564 | |
Additional paid-in capital | |
| 421,854 | | |
| 418,846 | |
Accumulated deficit | |
| (339,610 | ) | |
| (334,882 | ) |
Total shareholders' equity | |
| 82,814 | | |
| 84,528 | |
| |
$ | 247,582 | | |
$ | 257,691 | |
EVINE Live Inc.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
(Unaudited)
| |
For the Three Month Periods Ended | |
| |
May 2, | | |
May 3, | |
| |
2015 | | |
2014 | |
Net sales | |
$ | 158,451 | | |
$ | 159,701 | |
Cost of sales | |
| 101,146 | | |
| 99,695 | |
Gross profit | |
| 57,305 | | |
| 60,006 | |
Margin % | |
| 36.2 | % | |
| 37.6 | % |
| |
| | | |
| | |
Operating expense: | |
| | | |
| | |
Distribution and selling | |
| 50,799 | | |
| 49,729 | |
General and administrative | |
| 5,712 | | |
| 5,912 | |
Depreciation and amortization | |
| 2,131 | | |
| 2,268 | |
Activist shareholder response costs | |
| - | | |
| 1,045 | |
Executive and management transition costs | |
| 2,590 | | |
| - | |
Total operating expense | |
| 61,232 | | |
| 58,954 | |
Operating income (loss) | |
| (3,927 | ) | |
| 1,052 | |
| |
| | | |
| | |
Other expense: | |
| | | |
| | |
Interest income | |
| 2 | | |
| - | |
Interest expense | |
| (598 | ) | |
| (391 | ) |
Total other expense | |
| (596 | ) | |
| (391 | ) |
Income (loss) before income taxes | |
| (4,523 | ) | |
| 661 | |
Income tax provision | |
| (205 | ) | |
| (201 | ) |
| |
| | | |
| | |
Net income (loss) | |
$ | (4,728 | ) | |
$ | 460 | |
| |
| | | |
| | |
Net income (loss) per common share | |
$ | (0.08 | ) | |
$ | 0.01 | |
| |
| | | |
| | |
Net income (loss) per common share assuming dilution | |
$ | (0.08 | ) | |
$ | 0.01 | |
| |
| | | |
| | |
Weighted average number of common shares outstanding: | |
| | | |
| | |
Basic | |
| 56,640,767 | | |
| 49,844,253 | |
Diluted | |
| 56,640,767 | | |
| 56,340,970 | |
EVINE Live Inc.
AND SUBSIDIARIES
Reconciliation of Adjusted EBITDA to Net
Income (Loss):
| |
For the Three Month Periods Ended | |
| |
May 2, | | |
May 3, | |
| |
2015 | | |
2014 | |
| |
| | |
| |
Adjusted EBITDA (000's) | |
$ | 1,579 | | |
$ | 5,513 | |
Less: | |
| | | |
| | |
Activist shareholder response costs | |
| - | | |
| (1,045 | ) |
Executive and management transition costs | |
| (2,590 | ) | |
| - | |
Non-cash share-based compensation | |
| (609 | ) | |
| (1,044 | ) |
EBITDA (as defined) | |
| (1,620 | ) | |
| 3,424 | |
| |
| | | |
| | |
A reconciliation of EBITDA to net income (loss) is as follows: | |
| | | |
| | |
| |
| | | |
| | |
EBITDA (as defined) | |
| (1,620 | ) | |
| 3,424 | |
Adjustments: | |
| | | |
| | |
Depreciation and amortization | |
| (2,307 | ) | |
| (2,372 | ) |
Interest income | |
| 2 | | |
| - | |
Interest expense | |
| (598 | ) | |
| (391 | ) |
Income taxes | |
| (205 | ) | |
| (201 | ) |
Net income (loss) | |
$ | (4,728 | ) | |
$ | 460 | |
Adjusted EBITDA, Adjusted EBITDA Margin,
Adjusted Net Income/(Loss), Adjusted Earnings/Share
EBITDA represents net income (loss) for the
respective periods excluding depreciation and amortization expense, interest income (expense) and income taxes. The Company defines
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 and non-cash share-based compensation expense. The
Company defines Adjusted Net Income/(Loss) as net income/(loss) excluding non-cash impairment charges and write-downs; debt extinguishment;
executive and management transition costs and activist shareholder response costs. The Company defines Adjusted EBITDA Margin as
Adjusted EBITDA divided by Net Sales. The Company has included the term “Adjusted EBITDA” in our EBITDA reconciliation
in order to adequately assess the operating performance of our television and Internet businesses and in order to maintain comparability
to our analyst's coverage and financial guidance, when given. Management believes that the terms Adjusted EBITDA and Adjusted Net
Income/(Loss) allow investors to make a more 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 the Company’s management and executive incentive compensation programs. Adjusted EBITDA and Adjusted Net Income/(Loss)
should not be construed as alternatives 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 measures of liquidity.
Adjusted EBITDA and Adjusted Net Income/(Loss) may not be comparable to similarly entitled measures reported by other companies.
The Company has included a reconciliation of each of Adjusted EBITDA and Adjusted Net Income/(Loss) to net income (loss), their
most directly comparable GAAP financial measure, in this release.
Forward-Looking Information
This release may contain certain “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may be identified
by words such as anticipate, believe, estimate, expect, intend, predict, hope, should, plan or similar expressions. Any statements
contained herein that are not statements of historical fact may be deemed forward-looking statements. These statements are based
on management's current expectations and accordingly are subject to uncertainty and changes in circumstances. Actual results may
vary materially from the expectations contained herein due to various important factors, including (but not limited to): consumer
preferences, spending and debt levels; the general economic and credit environment; interest rates; seasonal variations in consumer
purchasing activities; the ability to achieve the most effective product category mixes to maximize sales and margin objectives;
competitive pressures on sales; pricing and gross sales margins; the level of cable and satellite distribution for our programming
and the associated fees; our ability to establish and maintain acceptable commercial terms with third-party vendors and other third
parties with whom we have contractual relationships, and to successfully manage key vendor relationships and develop key partnerships
and proprietary brands; our ability to manage our operating expenses successfully and our working capital levels; our ability to
remain compliant with our long-term credit facility covenants; our ability to successfully transition our brand name and corporate
name; customer acceptance of our new branding strategy and our repositioning as a digital commerce company; the market demand for
television station sales; changes to our management and information systems infrastructure; challenges to our data and information
security; changes in governmental or regulatory requirements; litigation or governmental proceedings affecting our operations;
significant public events that are difficult to predict, or other significant television-covering events causing an interruption
of television coverage or that directly compete with the viewership of our programming; our ability to obtain and retain key executives
and employees; and the risks identified under “Risk Factors” in our recently filed Form 10-K. More detailed information
about those factors is set forth in the Company's filings with the Securities and Exchange Commission, including the Company's
annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. You are cautioned not to place undue
reliance on forward-looking statements, which speak only as of the date of this announcement. The Company is under no obligation
(and expressly disclaims any such obligation) to update or alter its forward-looking statements whether as a result of new information,
future events or otherwise.
###
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