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): August 29, 2018
 
EVINE Live Inc.
(Exact name of registrant as specified in its charter)
 	 	 	 	 	
Minnesota	 	001-37495	 	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:
 
 	¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
 
 	¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
 
 	¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
 
 	¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  Emerging growth company ¨
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ¨

 

 
Item 2.02.	Results of Operations and Financial Condition.	
 
On August 29, 2018, EVINE Live Inc. (the “Company”) issued a press release disclosing the Company’s results of operations and financial condition for the Company’s most recently completed fiscal quarter. 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 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 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.	
 
	(d)	Exhibits	
 
The following exhibit is being furnished with this Current Report on Form 8-K.

EXHIBIT INDEX

Exhibit No.  	 	Description 	
 	 	
99.1	 	Press Release dated August 29, 2018.	

 

 
 
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: August 29, 2018	 	 	 	EVINE Live Inc.	
 	 	 	 	
 	 	 	 	By:	 	/s/ Andrea M. Fike	
 	 	 	 	 	 	Andrea M. Fike
General Counsel

 

Exhibit 99.1

Evine Live Inc. Reports Second Quarter 2018 Results
 
Company Delivers Revenue Growth and Improved Profitability

 
MINNEAPOLIS, MN – August 29, 2018 – Evine Live Inc. (“Evine”) (NASDAQ: EVLV) today announced results for the second quarter ended August 4, 2018.
 
Fiscal Year 2018 Second Quarter Highlights
 
	·	Net sales of $150.8 million increased 1.2% year-over-year.	
	·	Gross profit margin of 37.7% decreased 20 basis points year-over-year.	
	·	Net loss of $40,000 improved by approximately $2.0 million year-over-year, representing the best second quarter performance since fiscal 2000.	
	·	Adjusted EBITDA of $3.9 million increased 12% year-over-year.	
	·	EPS of $0.00 improved $0.03 over the prior year.	
	·	Strengthened our balance sheet and our overall liquidity with an amendment of our credit facility.	
	·	Introduced 17 new brands during the second quarter.	
 
Executive Commentary – Bob Rosenblatt, CEO
 
“We had a very productive quarter and I’m pleased with our results. We not only accelerated top line growth, but we improved bottom line profitability and grew Adjusted EBITDA by 12% year-over-year. We also strengthened our balance sheet and overall liquidity with an amendment of our credit facility that will provide interest expense savings and additional availability. Our expertise is in building great brands. We do this by curating a portfolio of enticing products that have a unique story and then, with the right storyteller, we bring these products and brands to life across all of our platforms. We strive to keep our content fresh and relevant with a combination of both core and new brands. To that end, we introduced 17 new brands during the quarter and celebrated a number of milestone anniversaries. Additionally, during the quarter, we continued to advance our digital and social initiatives, grow our subscription business and increase purchase frequency.”

1

SUMMARY RESULTS AND KEY OPERATING METRICS	
($ Millions, except average selling price and EPS)	

 	 	Q2 2018 8/4/2018	 	 	Q2 2017 7/29/2017	 	 	Change	 	 	YTD 2018 8/4/2018	 	 	YTD 2017 7/29/2017	 	 	Change	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net Sales	 	$	150.8	 	 	$	148.9	 	 	 	1.2	%	 	$	307.3	 	 	$	305.3	 	 	 	0.7	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross Margin %	 	 	37.7	%	 	 	37.9	%	 	 	(20 bps	)	 	 	36.8	%	 	 	36.9	%	 	 	(10 bps	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted EBITDA	 	$	3.9	 	 	$	3.5	 	 	 	12	%	 	$	7.2	 	 	$	6.6	 	 	 	10	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net Loss	 	$	(0.0	)	 	$	(2.0	)	 	 	N/A	 	 	$	(3.0	)	 	$	(5.2	)	 	 	42	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
EPS	 	$	(0.00	)	 	$	(0.03	)	 	 	N/A	 	 	$	(0.05	)	 	$	(0.08	)	 	 	38	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net Shipped Units (000s)	 	 	2,462	 	 	 	2,423	 	 	 	2	%	 	 	4,934	 	 	 	5,003	 	 	 	(1	%)	
Average Selling Price (ASP)	 	$	55	 	 	$	55	 	 	 	0	%	 	$	56	 	 	$	54	 	 	 	4	%	
Return Rate %	 	 	18.7	%	 	 	19.1	%	 	 	(40 bps	)	 	 	18.8	%	 	 	19.0	%	 	 	(20 bps	)	
Digital Net Sales %	 	 	52.6	%	 	 	48.1	%	 	 	450 bps	 	 	 	52.8	%	 	 	49.4	%	 	 	340 bps	 	
Total Customers - 12 Month Rolling (000s)	 	 	1,255	 	 	 	1,377	 	 	 	(9	%)	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
% of Net Merchandise Sales by Category	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Jewelry & Watches	 	 	40	%	 	 	40	%	 	 	 	 	 	 	40	%	 	 	41	%	 	 	 	 	
Home & Consumer Electronics	 	 	21	%	 	 	22	%	 	 	 	 	 	 	22	%	 	 	21	%	 	 	 	 	
Beauty & Wellness	 	 	21	%	 	 	17	%	 	 	 	 	 	 	20	%	 	 	17	%	 	 	 	 	
Fashion & Accessories	 	 	18	%	 	 	21	%	 	 	 	 	 	 	18	%	 	 	21	%	 	 	 	 	
Total	 	 	100	%	 	 	100	%	 	 	 	 	 	 	100	%	 	 	100	%	 	 	 	 	

 
Second Quarter 2018 Results
 
	·	The top performing category in the quarter was Beauty & Wellness, which grew 27% year-over-year, reflecting continued strength from our subscription business.	
	·	Digital net sales as a percentage of total net sales increased 450 basis points to 52.6%, reflecting our continued focus on making the customer experience seamless across all platforms.	
	·	The return rate for the quarter was 18.7%; an improvement of 40 basis points year-over-year and across multiple categories.	
	·	Gross profit dollars increased to $56.9 million and gross profit margin was 37.7%.	
	·	Operating expenses decreased 1.7% or approximately $1.0 million year-over-year to $56.0 million, reflecting reduced variable selling and distribution expenses.	

Liquidity and Capital Resources
 
As of August 4, 2018, total unrestricted cash was $28.1 million, compared to $22.1 million at the end of the second quarter of fiscal 2017. The Company also had an additional $23.3 million of unused availability on its revolving credit facility, which gives the Company total liquidity of $51.4 million as of the end of the second quarter.

2

On July 27, 2018, the Company amended its Revolving Credit, Term Loan and Security Agreement with PNC Bank. The amendment reduced the applicable interest margin payable on LIBOR loans under its revolving credit and term loan facilities by 1.0% and 2.5%, respectively. Additionally, the amendment increased total availability under its revolving credit facility by approximately $10.0 million, increased the size of the term loan facility by $6.0 million to $19.0 million and extended the maturity date of the credit facility to July 27, 2023.
 
Executive Team Addition
 
As previously announced, Anne Martin-Vachon joined Evine as President on August 1, 2018, and oversees the Company’s front-of-house functions, including merchandising, marketing, digital, broadcast and production. Prior to Evine, Ms. Martin-Vachon was President of the Canadian multiplatform digital commerce company TSC - Today’s Shopping Choice, a division of Rogers Media.
 
Fiscal Year 2018 Outlook
 
Note: Fiscal 2018 has 52 weeks compared to 53 weeks in Fiscal 2017.
 
We affirm our expectations for the year. We continue to expect normalized sales growth in the 2% to 5% range on a 52-week over 52-week basis, which equates to 0% to 3% on a reported basis due to the extra week in fiscal 2017. We expect Adjusted EBITDA to be in the $19 to $21 million range. (1)
 
Conference Call
 
As previously announced on August 8, 2018, a conference call and webcast to discuss the Company's second quarter earnings will be held later this morning at 8:30 a.m. Eastern Time on Wednesday, August 29, 2018. Hosting the call will be Bob Rosenblatt, CEO, Anne Martin-Vachon, President, Diana Purcel, CFO and Michael Porter, VP of Finance and Investor Relations:
 
WEBCAST LINK: https://event.on24.com/wcc/r/1772358/5F6A0ADC329F12E17DAF516E82EB8304
TELEPHONE: 1-877-407-9039 (domestic) or 1-201-689-8470 (international)
 
Please visit www.evine.com/ir for more investor information and to review an updated investor deck.

About Evine Live Inc.
 
Evine Live Inc. (NASDAQ:EVLV) operates Evine, a multiplatform interactive digital commerce company that offers a mix of proprietary, exclusive and name brands directly to consumers in an engaging and informative shopping experience via television, online and mobile. Evine reaches more than 87 million television homes with entertaining content in a comprehensive digital shopping experience offered 24 hours a day.
 
Please visit www.evine.com/ir for more investor information.

3

Contacts

Media:
Liz Joseph
press@evine.com
(952) 943-6192

Investors:
Michael Porter
mporter@evine.com
(952) 943-6517
 
	(1)	In accordance with SEC Guidance for Item 10(e)(1)(i)(A) of Regulation S-K, we have not provided a reconciliation of our expected Adjusted EBITDA range to expected net income range in this press release due to the uncertainty and inherent difficulty predicting the occurrence, the financial impact and the periods in which certain GAAP to non-GAAP adjustments may be recognized. These adjustments may include the impact of such items as loss on debt extinguishment, gain on sale of assets, executive and management transition costs, restructuring charges, the effect of other certain one-time items, and the income tax effect of such items. We are unable to quantify these types of adjustments that would be required to be included in the GAAP measure without unreasonable efforts. In addition, we believe such a reconciliation would imply a degree of precision on inherently unpredictable events in our outlook that could be confusing to investors.	

4

EVINE Live Inc. 	
AND SUBSIDIARIES	
CONSOLIDATED BALANCE SHEETS	
(In thousands except share and per share data)	

 	 	August 4,	 	 	February 3,	 	
 	 	2018	 	 	2018	 	
 	 	(Unaudited)	 	 	 	 	
 	 	 	 	 	 	 	
ASSETS		
Current assets:	 	 	 	 	 	 	 	 	
Cash	 	$	28,142	 	 	$	23,940	 	
Restricted cash equivalents	 	 	450	 	 	 	450	 	
Accounts receivable, net	 	 	82,611	 	 	 	96,559	 	
Inventories	 	 	65,392	 	 	 	68,811	 	
Prepaid expenses and other	 	 	11,043	 	 	 	5,344	 	
Total current assets	 	 	187,638	 	 	 	195,104	 	
Property and equipment, net	 	 	51,070	 	 	 	52,048	 	
Other assets	 	 	2,017	 	 	 	2,106	 	
Total Assets	 	$	240,725	 	 	$	249,258	 	
 	 	 	 	 	 	 	 	 	
 LIABILITIES AND SHAREHOLDERS' EQUITY	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Current liabilities:	 	 	 	 	 	 	 	 	
Accounts payable	 	$	52,344	 	 	$	55,614	 	
Accrued liabilities	 	 	37,201	 	 	 	35,646	 	
Current portion of long term credit facilities	 	 	2,714	 	 	 	2,326	 	
Deferred revenue	 	 	36	 	 	 	35	 	
Total current liabilities	 	 	92,295	 	 	 	93,621	 	

Other long term liabilities	 	 	50	 	 	 	68	 	
Long term credit facilities	 	 	66,042	 	 	 	71,573	 	
Total liabilities	 	 	158,387	 	 	 	165,262	 	
 	 	 	 	 	 	 	 	 	
Commitments and contingencies	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	 	
Shareholders' equity:	 	 	 	 	 	 	 	 	
Preferred stock, $.01 par value, 400,000 shares authorized;	 	 	 	 	 	 	 	 	
zero shares issued and outstanding	 	 	-	 	 	 	-	 	
Common stock, $.01 par value, 99,600,000 shares authorized;	 	 	 	 	 	 	 	 	
66,287,786 and 65,290,458 shares issued and outstanding	 	 	663	 	 	 	653	 	
Additional paid-in capital	 	 	440,469	 	 	 	439,111	 	
Accumulated deficit	 	 	(358,794	)	 	 	(355,768	)	
Total shareholders' equity	 	 	82,338	 	 	 	83,996	 	
Total Liabilities and Shareholders' Equity	 	$	240,725	 	 	$	249,258	 	

5

 EVINE Live Inc. 	
 AND SUBSIDIARIES 	
 CONSOLIDATED STATEMENTS OF OPERATIONS 	
 (Unaudited) 	
 (In thousands, except share and per share data) 	

 	 	For the Three-Month Periods Ended	 	 	For the Six-Month Periods Ended	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	August 4,	 	 	July 29,	 	 	August 4,	 	 	July 29,	 	
 	 	2018	 	 	2017	 	 	2018	 	 	2017	 	
 Net sales	 	$	150,799	 	 	$	148,949	 	 	$	307,304	 	 	$	305,292	 	
 Cost of sales	 	 	93,929	 	 	 	92,469	 	 	 	194,179	 	 	 	192,526	 	
Gross profit	 	 	56,870	 	 	 	56,480	 	 	 	113,125	 	 	 	112,766	 	
 Margin %	 	 	37.7	%	 	 	37.9	%	 	 	36.8	%	 	 	36.9	%	
 Operating expense:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 Distribution and selling	 	 	47,958	 	 	 	48,687	 	 	 	96,845	 	 	 	97,417	 	
 General and administrative	 	 	6,521	 	 	 	6,012	 	 	 	13,240	 	 	 	12,007	 	
 Depreciation and amortization	 	 	1,522	 	 	 	1,680	 	 	 	3,094	 	 	 	3,316	 	
 Executive and management transition costs	 	 	-	 	 	 	572	 	 	 	1,024	 	 	 	1,078	 	
 Total operating expense	 	 	56,001	 	 	 	56,951	 	 	 	114,203	 	 	 	113,818	 	
 Operating income/(loss)	 	 	869	 	 	 	(471	)	 	 	(1,078	)	 	 	(1,052	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 Other income (expense):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 Interest income	 	 	9	 	 	 	2	 	 	 	16	 	 	 	4	 	
 Interest expense	 	 	(898	)	 	 	(1,313	)	 	 	(1,924	)	 	 	(2,808	)	
 Loss on debt extinguishment	 	 	-	 	 	 	-	 	 	 	-	 	 	 	(913	)	
 Total other expense	 	 	(889	)	 	 	(1,311	)	 	 	(1,908	)	 	 	(3,717	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 Loss before income taxes	 	 	(20	)	 	 	(1,782	)	 	 	(2,986	)	 	 	(4,769	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 Income tax provision	 	 	(20	)	 	 	(209	)	 	 	(40	)	 	 	(418	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 Net loss	 	$	(40	)	 	$	(1,991	)	 	$	(3,026	)	 	$	(5,187	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 Net loss per common share	 	$	(0.00	)	 	$	(0.03	)	 	$	(0.05	)	 	$	(0.08	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 Net loss per common share	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 ---assuming dilution	 	$	(0.00	)	 	$	(0.03	)	 	$	(0.05	)	 	$	(0.08	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 Weighted average number of	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 common shares outstanding:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 Basic	 	 	66,009,117	 	 	 	64,091,228	 	 	 	65,685,034	 	 	 	62,504,868	 	
 Diluted	 	 	66,009,117	 	 	 	64,091,228	 	 	 	65,685,034	 	 	 	62,504,868	 	

 

6

 

EVINE Live Inc.	
AND SUBSIDIARIES	
Reconciliation of Net Loss to Adjusted EBITDA:	
(Unaudited)	
(in thousands)	

 	 	For the Three-Month Periods Ended	 	 	For the Six-Month Periods Ended	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	August 4,	 	 	July 29,	 	 	August 4,	 	 	July 29,	 	
 	 	2018	 	 	2017	 	 	2018	 	 	2017	 	

Net loss	 	$	(40	)	 	$	(1,991	)	 	$	(3,026	)	 	$	(5,187	)	
Adjustments:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
     Depreciation and amortization	 	 	2,515	 	 	 	2,655	 	 	 	5,135	 	 	 	5,259	 	
     Interest income	 	 	(9	)	 	 	(2	)	 	 	(16	)	 	 	(4	)	
     Interest expense	 	 	898	 	 	 	1,313	 	 	 	1,924	 	 	 	2,808	 	
     Income taxes	 	 	20	 	 	 	209	 	 	 	40	 	 	 	418	 	
EBITDA (as defined)	 	$	3,384	 	 	$	2,184	 	 	$	4,057	 	 	$	3,294	 	

A reconciliation of EBITDA to Adjusted EBITDA is as follows:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
EBITDA (as defined)	 	$	3,384	 	 	$	2,184	 	 	$	4,057	 	 	$	3,294	 	
Adjustments:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
     Executive and management transition costs	 	 	-	 	 	 	572	 	 	 	1,024	 	 	 	1,078	 	
     Contract termination costs	 	 	-	 	 	 	-	 	 	 	753	 	 	 	-	 	
     Loss on debt extinguishment	 	 	-	 	 	 	-	 	 	 	-	 	 	 	913	 	
     Non-cash share-based compensation expense	 	 	538	 	 	 	746	 	 	 	1,358	 	 	 	1,267	 	
Adjusted EBITDA	 	$	3,922	 	 	$	3,502	 	 	$	7,192	 	 	$	6,552	 	

 
Adjusted EBITDA
 
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 non-operating gains (losses); executive and management transition costs; loss on debt extinguishment; contract termination costs; gain on sale of television station and non-cash share-based compensation expense. The Company has included the “Adjusted EBITDA” measure in our 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 the Adjusted EBITDA measure 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 the Company’s 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 (“GAAP”) and should not be construed as a measure of liquidity. Adjusted EBITDA may not be comparable to similarly entitled measures reported by other companies. The Company has included a reconciliation of the comparable GAAP measure, net income (loss) to Adjusted EBITDA in this release. 

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Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
 
This document may contain certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements contained herein that are not statements of historical fact, including statements regarding guidance, industry prospects, or future results of operations or financial position are forward-looking. We often use words such as anticipates, believes, estimates, expects, intends, predicts, hopes, should, plans, will and similar expressions to identify forward-looking statements. These statements are based on management's current expectations and accordingly are subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained herein due to various important factors, including (but not limited to): variability in consumer preferences, shopping behaviors, spending and debt levels; the general economic and credit environment; interest rates; seasonal variations in consumer purchasing activities; the ability to achieve the most effective product category mixes to maximize sales and margin objectives; competitive pressures on sales and sales promotions; pricing and gross sales margins; the level of cable and satellite distribution for our programming and the associated fees or estimated cost savings from contract renegotiations; our ability to establish and maintain acceptable commercial terms with third-party vendors and other third parties with whom we have contractual relationships, and to successfully manage key vendor and shipping relationships and develop key partnerships and proprietary and exclusive brands; our ability to manage our operating expenses successfully and our working capital levels; our ability to remain compliant with our credit facilities covenants; customer acceptance of our branding strategy and our repositioning as a video commerce company; our ability to respond to changes in consumer shopping patterns and preferences, and changes in technology and consumer viewing patterns; changes to our management and information systems infrastructure; challenges to our data and information security; changes in governmental or regulatory requirements; including without limitation, regulations of the Federal Communications Commission and Federal Trade Commission, and adverse outcomes from regulatory proceedings; litigation or governmental proceedings affecting our operations; significant events (including disasters, weather events or events attracting significant television coverage) that either cause an interruption of television coverage or that divert viewership from our programming; disruptions in our distribution of our network broadcast to our customers; our ability to protect our intellectual property rights; our ability to obtain and retain key executives and employees; our ability to attract new customers and retain existing customers; changes in shipping costs; expenses related to the actions of activist or hostile shareholders; our ability to offer new or innovative products and customer acceptance of the same; changes in customer viewing habits of television programming; and the risks identified under Item 1A(Risk Factors) in our most recently filed Form 10-K and any additional risk factors identified in our periodic reports since the date of such Form 10-K. More detailed information about those factors is set forth in our filings with the Securities and Exchange Commission, including our 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. We are under no obligation (and expressly disclaim any such obligation) to update or alter our forward-looking statements whether as a result of new information, future events or otherwise.

 
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