Restatement of Previously Issued Financial Statements | Note 2. Restatement and Other Corrections of Previously Issued Condensed Financial Statements The Audit Committee of the Board of Directors of Lovesac completed an independent investigation in August 2023 whereby the Company concluded $2.2 million of last mile shipping expenses relating to the fiscal year ended January 29, 2023 were improperly capitalized during the quarter ended April 30, 2023. Through this investigation, the Company also determined that the methodology used to estimate an accrual of last mile freight expenses at each period end was not accurate because the calculation did not use the correct number of shipments that were accepted by the shipper for delivery, but not yet invoiced to the Company. Management prepared a quantitative and qualitative analysis of these errors, along with certain other immaterial accounting errors, in accordance with the U.S. SEC Staff's Accounting Bulletin Nos. 99 and 108, Materiality, and concluded the aggregate impact of all the errors are material to the Company's previously reported interim, year-to-date, and annual financial statements as of and for the year ended January 29, 2023 and the Company’s previously reported interim financial statements as of and for the three-month period ended April 30, 2023. As a result, the accompanying financial statements as of April 30, 2023, and for the three months ended April 30, 2023 and May 1, 2022, and related notes hereto, have been restated to correct these errors. A summary of the impacts of the adjustments on the previously reported financial statements are included below: For the Thirteen Weeks Ended April 30, 2023 May 1, 2022 (in thousands) As Previously Reported As Restated As Previously Reported As Restated Net sales $ 141,193 $ 141,193 $ 129,380 $ 129,380 Gross profit 70,704 70,575 66,108 65,974 Operating (loss) income (5,869) (5,706) 2,645 2,494 Net (loss) income $ (4,230) $ (4,115) $ 1,895 $ 1,786 As of April 30, 2023 January 29, 2023 (in thousands) As Previously Reported As Restated As Previously Reported As Restated Total current assets $ 187,697 $ 181,462 $ 194,041 $ 187,715 Total non-current assets 240,339 239,747 224,013 220,911 Total assets $ 428,036 $ 421,209 $ 418,054 $ 408,626 Total current liabilities 96,922 89,127 88,839 82,041 Total non-current liabilities 141,868 142,826 135,955 133,491 Total liabilities 238,790 231,953 224,794 215,532 Total equity 189,246 189,256 193,260 193,094 A description of the errors and their impacts on the previously issued financial statements are included below. Description of Misstatement Adjustments (a) Last Mile Freight The Company recorded adjustments to correct misstatements identified from the internal investigation related to last mile freight expenses. The result of the investigation concluded an inappropriately recorded journal entry increased inventory by $2.2 million related to shipping expense pertaining to fiscal 2023, and also concluded the methodology used to estimate last mile freight accrual was incorrect. The correction of these items represent the net impact of the findings from the investigation as noted above. (b) Leases The Company recorded adjustments to correct certain misstatements related to its operating leases. In the fiscal year 2022, the Company recorded an incorrect entry that resulted in the double-counting of rent expense associated with operating leases, with a corresponding impact on prepaid rent and lease liabilities as of January 30, 2022. In addition, the Company reversed the out of period correction of an incorrect entry pertaining to incremental borrowing rate that had been corrected for in the Annual Report on Form 10-K/A for the fiscal year ended January 29, 2023. This entry had an impact on prepaid rent, right-of-use assets, and the current and long-term portion of operating lease liabilities, as of and during the fiscal year ended January 29, 2023. The Company also recorded the effects of an embedded lease entered into during the quarter that was previously identified and considered immaterial. (c) Buyer’s Remorse The Company recorded an adjustment to correct certain canceled sales orders related to buyer’s remorse, which related to fiscal 2023 and was incorrectly reflected as an increase to Selling, General and Administrative Expense for the thirteen weeks ended April 30, 2023. The Company defines buyer's remorse as a customer who cancels an order within a short window of time after making a purchase. (d) Supplier Rebates During the quarter ended July 31, 2022, the Company received rebates from certain of its suppliers which was incorrectly recorded to cost of goods sold for the entire amount of the rebate received instead of deferring a portion of the rebate to inventory and recognizing the rebate in cost of goods sold as the related inventory was sold. We corrected these misstatements to defer the up-front consideration from suppliers when the retention or receipt of that consideration was to recognize the consideration as a reduction of cost of goods sold over the sell through rate of the inventory. (e) Balance Sheet Reclassifications The Company recorded adjustments to correct the classification of certain balance sheet reclassifications between short and long-term assets. These adjustments primarily related to the classification of prepaid expenses and other current assets and the classification of other assets (long-term). In addition, the Company recorded adjustments to correct the classification of tenant improvement allowances which resulted in a reclassification between prepaid expenses and other current assets and short-term lease liabilities. (f) Income Taxes The Company recorded adjustments to recognize the net impact on current and deferred income taxes associated with all the misstatements described herein. The adjustments to income taxes were recorded in the period corresponding with the respective misstatements. The correction of this error resulted in a decrease in benefit from income taxes for less than $0.1 million for the period ended April 30, 2023. (g) Inventory and Cost of Goods Sold The Company recorded adjustments to correct for a misstatement of an accrual related to a duplicate recording of a vendor invoice for freight charges. The Company recorded another adjustment to correct for the misstatement of inventory related to partial returned goods. (h) Equity Based Compensation Expense The Company recorded an adjustment to recognize equity based compensation expense in the period ended April 30, 2023 related to a one-time performance and retention long-term incentive award granted to our Chief Executive Officer in March 2023. Description of Restatement Table s Below, we have presented a reconciliation from the as previously reported to the restated values for our condensed financial statements for the quarterly period ended April 30, 2023. The values as previously reported were derived from our Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2023 filed on June 9, 2023. THE LOVESAC COMPANY CONDENSED BALANCE SHEET (unaudited) April 30, 2023 As Previously Reported Corrections Reference As Restated Assets Current Assets Merchandise inventories, net 106,819 (2,361) (a)(g) 104,458 Prepaid expenses and other current assets 17,306 (3,874) (a)(b)(e)(f) 13,432 Total Current Assets 187,697 (6,235) 181,462 Operating lease right-of-use assets 142,463 1,146 (b) 143,609 Other Assets Deferred tax asset 10,750 (791) (f) 9,959 Other assets 26,318 (947) (e) 25,371 Total Other Assets 38,657 (1,738) 36,919 Total Assets $ 428,036 $ (6,827) $ 421,209 Liabilities and Stockholders' Equity Current Liabilities Accounts payable $ 32,165 $ (2,068) (b) $ 30,097 Accrued expenses 16,765 (500) (a)(f) 16,265 Current operating lease liabilities 22,160 (5,227) (b)(e) 16,933 Total Current Liabilities 96,922 (7,795) 89,127 Operating Lease Liability, long-term 141,868 958 (b) 142,826 Total Liabilities 238,790 (6,837) 231,953 Stockholders’ Equity Additional paid-in capital 182,770 61 (h) 182,831 Accumulated earnings (deficit) 6,476 (51) (a)(b)(f)(g)(h) 6,425 Stockholders' Equity 189,246 10 189,256 Total Liabilities and Stockholders' Equity $ 428,036 $ (6,827) $ 421,209 The description of each error is described above. The impact of each error for the corresponding period in the above table is described below: (a) Last Mile Freight - The correction of these misstatements resulted in a decrease to merchandise inventories, net of $2.2 million, an increase to prepaid expenses and other current assets of $0.6 million, a decrease to accrued expenses of less than $0.1 million, and a decrease to accumulated earnings of $1.6 million at April 30, 2023. (b) Leases - The correction of these misstatements resulted in an increase to prepaid expenses and other current assets of less than $0.1 million, an increase to operating lease right-of-use assets $2.1 million, an increase to current operating lease liabilities operating lease liability, long-term (e) Balance Sheet Reclassifications - The correction of these misstatements resulted in a decrease to prepaid expenses and other current assets of $4.5 million, a decrease to current operating lease liabilities (f) Income Taxes - The tax impact of all misstatements resulted in a decrease to prepaid expenses and other current assets of less than $0.1 million, a decrease to deferred tax asset of $0.8 million, a decrease to accrued expenses of $0.5 million, and a decrease to accumulated earnings of $0.3 million at April 30, 2023. (g) Inventory and Cost of Goods Sold - The correction of these misstatements resulted in a decrease to merchandise inventories, net of $0.1 million and a decrease to accumulated earnings of $0.1 million at April 30, 2023. (h) Equity Based Compensation Expense - The correction of these misstatements resulted in an increase to additional paid-in capital of $0.1 million and decrease in accumulated earnings of $0.1 million at April 30, 2023. THE LOVESAC COMPANY CONDENSED STATEMENT OF OPERATIONS (unaudited) For the Thirteen Weeks Ended April 30, 2023 As Previously Reported Corrections Reference As Restated Cost of merchandise sold 70,489 129 (a)(g) 70,618 Gross profit 70,704 (129) 70,575 Operating expenses Selling, general and administration expenses 56,838 (292) (b)(c)(h) 56,546 Total operating expenses 76,573 (292) 76,281 Operating (loss) income (5,869) 163 (5,706) Net (loss) income before taxes (5,528) 163 (5,365) Benefit from (provision for) income taxes 1,298 (48) (f) 1,250 Net (loss) income $ (4,230) $ 115 $ (4,115) Net (loss) income per common share: Basic $ (0.28) $ 0.01 $ (0.27) Diluted $ (0.28) $ 0.01 $ (0.27) The description of each error is described above. The impact of each error for the corresponding period in the above table is described below: (a) Last Mile Freight - The correction of these misstatements resulted in an increase to cost of merchandise sold of $0.3 million for the thirteen weeks ended April 30, 2023. (b) Leases - The correction of these misstatements resulted in an increase to selling, general and administrative expenses of less than $0.1 million for the thirteen weeks ended April 30, 2023. (c) Buyer’s Remorse - The correction of these misstatements resulted in a decrease to selling, general and administrative expenses of $0.4 million for the thirteen weeks ended April 30, 2023. (f) Income Taxes - The tax impact of all misstatements resulted in a decrease to benefit from income taxes of less than $0.1 million for the thirteen weeks ended April 30, 2023. (g) Inventory and Cost of Goods Sold - The correction of these misstatements resulted in a decrease to cost of merchandise sold of $0.2 million for the thirteen weeks ended April 30, 2023. (h) Equity Based Compensation Expense - The correction of these misstatements resulted in an increase to selling, general and administrative expenses of $0.1 million for the thirteen weeks ended April 30, 2023. THE LOVESAC COMPANY CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE THIRTEEN WEEKS ENDED APRIL 30, 2023 (unaudited) Common (amounts in thousands, except share amounts) Restatement Reference Shares Amount Additional paid-in capital Accumulated earnings (deficit) Total Shareholders' Equity As Previously Reported Balance - January 29, 2023 15,195,698 $ — $ 182,554 $ 10,706 $ 193,260 Net loss — — — (4,230) (4,230) Equity-based compensation — — 686 — 686 Balance - April 30, 2023 15,217,120 $ — $ 182,770 $ 6,476 $ 189,246 Restatement Impacts Balance - January 29, 2023 (a)(b)(c)(f)(g) — $ — $ — $ (166) $ (166) Net income (a)(b)(c)(f)(g)(h) — — — 115 115 Equity-based compensation (h) — — 61 — 61 Balance - April 30, 2023 — $ — $ 61 $ (51) $ 10 As Restated Balance - January 29, 2023 15,195,698 $ — $ 182,554 $ 10,540 $ 193,094 Net loss — — — (4,115) (4,115) Equity-based compensation — — 747 — 747 Balance - April 30, 2023 15,217,120 $ — $ 182,831 $ 6,425 $ 189,256 See descriptions of the net (loss) income impacts in the statement of operations for the thirteen weeks ended April 30, 2023 section above. THE LOVESAC COMPANY CONDENSED STATEMENT OF CASH FLOWS (unaudited) For the Thirteen Weeks Ended April 30, 2023 As Previously Reported Corrections Reference As Restated Cash Flows from Operating Activities Net (loss) income $ (4,230) $ 115 (a)(b)(c)(f)(g)(h) $ (4,115) Adjustments to reconcile net (loss) income to cash provided by operating activities: Equity based compensation 686 61 (h) 747 Non-cash operating lease cost 5,308 7 (b) 5,315 Deferred income taxes (1,330) 48 (f) (1,282) Change in operating assets and liabilities: Trade accounts receivable (8,978) (366) (c) (9,344) Merchandise inventories 13,143 2,026 (a)(g) 15,169 Prepaid expenses and other current assets 5,971 (1,750) (a)(b)(e)(f) 4,221 Other assets (4,455) 1,448 (e) (3,007) Accounts payable and accrued expenses (5,785) (4,593) (a)(b)(f) (10,378) Operating lease liabilities (5,515) 3,004 (b)(e) (2,511) Net cash provided by operating activities 6,291 — 6,291 Cash Flows from Investing Activities Net cash used in investing activities (4,177) — (4,177) Cash Flows from Financing Activities Net cash used in financing activities (522) — (522) Net change in cash and cash equivalents 1,592 — 1,592 Cash and cash equivalents - Beginning 43,533 43,533 Cash and cash equivalents - Ending $ 45,125 $ — $ 45,125 See descriptions of the net (loss) income impacts in the statement of operations for the thirteen weeks ended April 30, 2023 section above. No other misstatements impacted the classifications between net operating, net investing, or net financing cash flow activities for the thirteen weeks ended April 30, 2023. |