8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):September 9, 2021

THE LOVESAC COMPANY

(Exact name of registrant as specified in itscharter)

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Delaware	001-38555	32-0514958
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
	Two Landmark Square, Suite 300 Stamford, Connecticut 06901
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(Address of Principal Executive Offices, and Zip Code)

(888) 636-1223

Registrant’s Telephone Number, IncludingArea Code

Not Applicable

(Former name or former address, if changed sincelast 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 (see General Instruction A.2. below):

☐	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)
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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))
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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
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Common stock, par value $0.00001 per share	LOVE	The NASDAQ Stock Market LLC

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 September 9, 2021, The Lovesac Company, a Delaware corporation (the “Company”), issued a press release (the “Press Release”) announcing the Company’s financial results for the second quarter of fiscal 2022, which ended August 1, 2021. A copy of the Press Release is attached to this current report on Form 8-K as Exhibit 99.1.

The information in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in that filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated September 9, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

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 hereunto duly authorized.

Dated: September 9, 2021
	THE LOVESAC COMPANY
	By:	/s/ Donna Dellomo
	Name:	Donna Dellomo
	Title:	Executive Vice President and Chief Financial Officer

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Exhibit 99.1

The Lovesac Company Reports Second Quarter Fiscal 2022 Financial Results

NetSales Growth of 65.4%

ComparableSales Growth of 39.5%

NetIncome (Loss) Improved to $8.4 million from $(1.1) million in the Prior Year Period

SecondQuarter Adjusted EBITDA^1^ of $12.4 million

STAMFORD, Conn., September 9, 2021 (GLOBE NEWSWIRE) -- The Lovesac Company (Nasdaq: LOVE) (“Lovesac” or the “Company”) today announced financial results for the second quarter of fiscal 2022, which ended August 1, 2021.

Shawn Nelson, Chief Executive Officer, stated, “Across nearly every key operating metric, Lovesac’s quarterly results affirm the fundamental efficacy of our disruptive home furnishings model, the competitive advantages of our diversified supply chain and resulting strong in-stock positions, along with growing brand awareness. To that end, our very strong second quarter performance marks 14 consecutive quarters of 25%+ sales growth with profitability nicely ahead of expectations driven primarily by lower promotions and fixed cost leverage on this quarter’s 65% sales increase.”

Mr. Nelson continued, “The third quarter is off to a strong start and as we look to the second half of the year, we are confident in our ability to execute on our key strategic growth priorities and navigate the tight supply chain environment. With our strong positioning and unique competitive advantages, including our Circle-to-Consumer philosophy that will help us build long-term relationships with our most valued customers, we are very optimistic about the significant growth opportunities that lie ahead for Lovesac and our ability to drive value for all stakeholders.”

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KeyMeasures for the Second Quarter and First Half of Fiscal 2022 Ending August 1, 2021:

(Dollars in millions, except per share amounts)

****	Quarter Ended August 1, 2021		****	Quarter Ended August 2, 2020		****	% Inc (Dec)		****	First Half Ended August 1, 2021		****	First Half Ended August 2, 2020		****	% Inc (Dec)		****
Net Sales	$	102.4		$	61.9			65.4	%	$	185.4		$	116.3			59.4	%
Gross Profit	$	59.0		$	31.1			90.1	%	$	105.1		$	58.3			80.2	%
Gross Margin		57.6	%		50.1	%		749	bps		56.7	%		50.2	%		655	bps
Total Operating Expense	$	50.0		$	32.1			55.9	%	$	93.8		$	67.8			38.5	%
SG&A	$	35.4		$	23.4			51.3	%	$	66.1		$	49.2			34.3	%
SG&A as % of Net Sales		34.5	%		37.7	%		(321	)bps		35.7	%		42.3	%		(665	)bps
Advertising & Marketing	$	13.0		$	7.2			81.9	%	$	23.7		$	15.4			54.4	%
Advertising & Marketing as % of Net Sales		12.7	%		11.6	%		116	bps		12.8	%		13.2	%		(41	)bps
Basic EPS Income (Loss)	$	0.56		$	(0.08	)		834.0	%	$	0.70		$	(0.65	)		207.5	%
Diluted EPS Income (Loss)	$	0.52		$	(0.08	)		788.2	%	$	0.66		$	(0.65	)		200.8	%
Net Income (Loss)	$	8.4		$	(1.1	)		863.2	%	$	10.5		$	(9.5	)		211.1	%
Adjusted EBITDA^1^	$	12.4		$	2.2			467.5	%	$	17.7		$	(3.5	)		604.4	%
Net Cash Provided by Operating Activities	$	10.4		$	12.6			(17.6	)%	$	0.8		$	12.1			(93.6	)%

^1^Adjusted EBITDA is a non-GAAP measure. See “Non-GAAP Information” and “Reconciliation of Non-GAAP Financial Measures” included in this press release.

	Percent Increase (Decrease) except showroom count
****	Quarter Ended August 1, 2021		****	Quarter Ended August 2, 2020		****	First Half Ended August 1, 2021		****	First Half Ended August 2, 2020		****
Total Comparable Sales ^(2)(3)^		39.5	%		72.4	%		43.5	%		62.1	%
Comparable Showroom Sales ^(3)^		290.9	%		(45.3	)%		235.3	%		(39.0	)%
Internet Sales		(36.0	)%		387.2	%		(28.2	)%		325.0	%
Ending Showroom Count		123			97			123			97

^2^Total comparable sales include showroom transactions through the point of sale and internet net sales.

^3^Comparable showroom sales reflect transactions through the point of sale and not necessarily product that has shipped to the customer. Product that has shipped to the customer is included in Net Sales. Showrooms were closed as required by local and state laws as a result of the COVID-19 pandemic effective March 18, 2020. As of the end of the fourth quarter of fiscal 2021, all showrooms had fully reopened to the walk-in phase, and remain open. We are abiding by federal, state and local guidelines with respect to the operating status of our showrooms.

Highlightsfor the Quarter Ended August 1, 2021:

●	The<br> net sales increase of 65.4% was due to higher sales volume and lower promotional discounting,<br> driving an increase in showroom sales of 387.1%, an increase in our “Other” channel<br> which include pop-up-shops and shop-in-shops sales of 243.4%, partially offset by a decrease<br> in internet sales of 36.0%. The increase in showroom sales was driven by an increase of 290.9%<br> in comparable showroom sales with all showroom locations fully open in the current period<br> versus the limited showroom operations in the prior year period due to COVID-19. The increase<br> in sales in our “Other” channel was due to prior year closures of all pop-up-shop<br> and shop-in-shop locations due to COVID-19 combined with an additional temporary online pop-up-shop<br> on Costco.com. The decline in internet sales reflected the channel shift back to our showrooms<br> that are now fully reopened.
●	Gross<br> profit increased $28.0 million, or 90.1%, to $59.0 million in the thirteen weeks ended August<br> 1, 2021 from $31.1 million in the thirteen weeks ended August 2, 2020. Gross margin increased<br> to 57.6% of net sales in the thirteen weeks ended August 1, 2021 from 50.1% of net sales<br> in the thirteen weeks ended August 2, 2020. The 749 basis points increase in gross margin<br> was primarily driven by an increase of approximately 506 basis points due to lower promotional<br> discounting, continuing vendor negotiations to assist with the mitigation of tariffs and<br> continued shift of products from China to Vietnam, Malaysia, and Indonesia. Distribution<br> expenses improved by 243 basis points over the prior year due to higher leverage of 793 basis<br> points in warehousing and distribution costs, partially offset by the increase in inbound<br> freight of 550 basis points due to escalating inbound container costs as well as some shift<br> of inventory purchases back to China, which are impacted by the 25% tariff rate to help alleviate<br> container congestion coming from our other overseas vendors.
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●	SG&A<br> expense as a percent of net sales decreased by 3.2% due to higher leverage within infrastructure<br> investments, rent, insurance and selling related expenses, partially offset by deleverage<br> in employment costs, equity-based compensation, and travel. The deleverage in certain expenses<br> relate to the investments we are making into the business that were put on hold in the prior<br> year relating to COVID-19 financial resilience measures and the acceleration of the expense<br> related to equity-based compensation due to a triggering event in the second quarter<br> of fiscal 2022.
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●	Advertising<br> and marketing expense increased 81.9% due to the reinstatement of marketing spend with showroom<br> locations fully open in the current period versus the limited showroom operations in the<br> prior year period due to COVID-19. As a percent of net sales, advertising and marketing increased<br> by 116 basis points due to increased media activities and higher media costs compared to<br> the COVID-19 impacted marketing levels in the second quarter of fiscal 2021.
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●	Operating<br> income was $9.0 million in the second quarter of fiscal 2022 compared to an operating loss<br> of $1.0 million in the second quarter of fiscal 2021. Operating margin was 8.8% of net sales<br> in the second quarter of fiscal 2022 compared to (1.7%) of net sales in the second quarter<br> of fiscal 2021.
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●	Net<br> income was $8.4 million in the second quarter of fiscal 2022 compared to net loss of $1.1<br> million in the second quarter of fiscal 2021.
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Highlightsfor the First Half Ended August 1, 2021:

●	The<br> net sales increase of 59.4% was due to higher sales volume and lower promotional discounting,<br> driving an increase in showroom sales of 260.3%, and an increase in our “Other”<br> channel which include pop-up-shops and shop-in-shops sales of 107.7%, partially offset by<br> a decrease in internet sales of 28.2%. The increase in showroom sales was driven by an increase<br> of 235.3% in comparable showroom sales with all showroom locations fully open in the current<br> period versus the limited showroom operations in the prior year period due to COVID-19. Sales<br> in our “Other” channel increased due to prior year closures of all pop-up-shop<br> and shop-in-shop locations also due to COVID-19 combined with 2 additional temporary online<br> pop-up-shops on Costco.com. The decline in internet sales reflected the channel shift back<br> to our showrooms that are now fully reopened.
●	Gross<br> profit increased $46.8 million, or 80.2%, to $105.1 million in the twenty-six weeks ended<br> August 1, 2021 from $58.3 million in the twenty-six weeks ended August 2, 2020. Gross margin<br> increased to 56.7% of net sales in the twenty-six weeks ended August 1, 2021 from 50.2% of<br> net sales in the twenty-six weeks ended August 2, 2020. The 655 basis points increase in<br> gross margin was primarily driven by an increase of approximately 457 basis points due to<br> lower promotional discounting, continuing vendor negotiations to assist with the mitigation<br> of tariffs and continued shift of products from China to Vietnam, Malaysia, and Indonesia.<br> Distribution expenses improved by 198 basis points over the prior year due to higher leverage<br> of 945 basis points in warehousing and distribution costs, partially offset by the increase<br> in inbound freight of 747 basis points due to escalating inbound container costs as well<br> as some shift of inventory purchases back to China, which are impacted by the 25% tariff<br> rate to help alleviate container congestion coming from our other overseas vendors.
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●	SG&A<br> expense as a percent of net sales decreased by 6.6% due to higher leverage within infrastructure<br> investments, selling related expenses, rent, insurance, equity-based compensation, and travel.
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●	Advertising<br> and marketing expense increased 54.4% due to the reinstatement of marketing spend with showroom<br> locations fully open in the current period versus the limited showroom operations in the<br> prior year period due to COVID-19. As a percent of net sales, advertising and marketing decreased<br> by 41 basis points due to improved performance in our media activities which has driven an<br> increase in net sales, higher Sactional sales mix and higher average selling price.
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●	Operating<br> income was $11.3 million in the first half of fiscal 2022 compared to an operating loss of<br> $9.4 million in the first half of fiscal 2021. Operating margin was 6.1% of net sales in<br> the first half of fiscal 2022 compared to (8.1%) of net sales in the first half of fiscal<br> 2021.
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●	Net<br> income was $10.5 million in the first half of fiscal 2022 compared to net loss of $9.5 million<br> in the first half of fiscal 2021.
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OtherFinancial Highlights as of August 1, 2021:

●	The<br> cash and cash equivalents balance as of August 1, 2021 was $68.5 million as compared to $54.8<br> million as of August 2, 2020. There was less than $0.01 million outstanding on the Company’s<br> line of credit related to timing of line of credit fees as of August 1, 2021 compared to<br> no balance on the line of credit as of August 2, 2020. The Company’s availability under<br> the line of credit was $22.5 million as of August 1, 2021 and $9.9 million as of August 2,<br> 2020.
●	Total<br> merchandise inventory was $75.0 million as of August 1, 2021 as compared to $41.0 million<br> as of August 2, 2020.
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ConferenceCall Information:

A conference call to discuss the financial results for the quarter ended August 1, 2021 is scheduled for today, September 9, 2021, at 8:30 a.m. Eastern Time. Investors and analysts interested in participating in the call are invited to dial (877) 407-3982 (international callers please dial (201) 493-6780) approximately 10 minutes prior to the start of the call. A live audio webcast of the conference call will be available online at investor.lovesac.com.

A recorded replay of the conference call will be available within two hours of the conclusion of the call and can be accessed online at investor.lovesac.com for 90 days.

AboutThe Lovesac Company

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Based in Stamford, Connecticut, The Lovesac Company is a technology driven company that designs, manufactures and sells unique, high quality furniture derived through its proprietary Designed for Life^®^ approach which results in products that are built to last a lifetime and designed to evolve as our customers’ lives do. Our current product offering is comprised of modular couches called Sactionals, premium foam beanbag chairs called Sacs, and their associated home decor accessories. Innovation is at the center of our design philosophy with all of our core products protected by a robust portfolio of utility patents. We market and sell our products primarily online directly at www.lovesac.com, supported by direct-to-consumer touch-feel points in the form of our own showrooms as well as through shop-in-shops and pop-up-shops with third party retailers.

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Non-GAAPInformation

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Adjusted EBITDA is defined as a non-GAAP financial measure by the Securities and Exchange Commission (the “SEC”) that is a supplemental measure of financial performance not required by, or presented in accordance with, GAAP. We define “Adjusted EBITDA” as earnings before interest, taxes, depreciation and amortization, adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include management fees, equity-based compensation expense, write-offs of property and equipment, deferred rent, financing expenses and certain other charges and gains that we do not believe reflect our underlying business performance. We have reconciled this non-GAAP financial measure with the most directly comparable GAAP financial measure within the schedules attached hereto.

We believe that these non-GAAP financial measures not only provide its management with comparable financial data for internal financial analysis but also provide meaningful supplemental information to investors. Specifically, these non-GAAP financial measures allow investors to better understand the performance of our business, facilitate a more meaningful comparison of our actual results on a period-over-period basis and provide for a more complete understanding of factors and trends affecting our business. We have provided this information as a means to evaluate the results of our ongoing operations alongside GAAP measures such as gross profit, operating income (loss) and net income (loss). Other companies in our industry may calculate these items differently than we do. These non-GAAP measures should not be considered as a substitute for the most directly comparable financial measures prepared in accordance with GAAP, such as net income (loss) or net income (loss) per share as a measure of financial performance, cash flows from operating activities as a measure of liquidity, or any other performance measure derived in accordance with GAAP. Non-GAAP financial measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the Company’s results as reported under GAAP.

CautionaryStatement Concerning Forward-Looking Statements

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This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other legal authority. Forward-looking statements can be identified by words such as “may,” “believe,” “anticipate,” “could,” “should,” “intend,” “plan,” “will,” “aim(s),” “can,” “would,” “expect(s),” “estimate(s),” “project(s),” “forecast(s)”, “positioned,” “approximately,” “potential,” “goal,” “pro forma,” “strategy,” “outlook” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. All statements, other than statements of historical facts, included in this press release regarding strategy, future operations, future financial position or projections, future revenue, projected expenses, sustainability goals, prospects, plans and objectives of management are forward-looking statements. These statements are based on management’s current expectations, beliefs and assumptions concerning the future of our business, anticipated events and trends, the economy and other future conditions. We may not actually achieve the plans, carry out the intentions or meet the expectations disclosed in the forward-looking statements and you should not rely on these forward-looking statements. Actual results and performance could differ materially from those projected in the forward-looking statements as a result of many factors. Among the key factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements include: the effect and consequences of COVID-19 on our business, sales, results of operations and financial condition; changes in consumer spending and shopping preferences, and economic conditions; our ability to achieve or sustain profitability; our ability to manage and sustain our growth effectively, including our ecommerce business, forecast our operating results, and manage inventory levels; our ability to advance, implement or achieve our sustainability, growth and profitability goals through leveraging our Designed for Life and Circle-to-Consumer philosophies; our ability to realize the expected benefits of investments in our supply chain and infrastructure; disruption in our supply chain and dependence on foreign manufacturing and imports for our products; our ability to acquire new customers and engage existing customers; reputational risk associated with increased use of social media; our ability to attract, develop and retain highly skilled associates; system interruption or failures in our technology infrastructure needed to service our customers, process transactions and fulfill orders; implementing and maintaining effective internal control over financial reporting; unauthorized disclosure of sensitive or confidential information through breach of our computer system; the ability of third-party providers to continue uninterrupted service; the impact of tariffs, and the countermeasures and tariff mitigation initiatives; the regulatory environment in which we operate, our ability to maintain, grow and enforce our brand and intellectual property rights and avoid infringement or violation of the intellectual property rights of others; our ability to improve our products and develop and launch new products; our ability to successfully open and operate new showrooms; and our ability to compete and succeed in a highly competitive and evolving industry, as well as those risks and uncertainties disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial

Condition and Results of Operations” in our most recent Form 10-K and in our Form 10-Qs filed with the Securities and Exchange Commission, and similar disclosures in subsequent reports filed with the SEC, which are available on our investor relations website at investor.lovesac.com and on the SEC website at www.sec.gov. Any forward-looking statement made by us in this press release speaks only as of the date on which we make it. We disclaim any intent or obligation to update these forward-looking statements to reflect events or circumstances that exist after the date on which they were made.

InvestorRelations Contact:

Rachel Schacter, ICR

(203) 682-8200

InvestorRelations@lovesac.com

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THELOVESAC COMPANY

CONDENSEDCONSOLIDATED BALANCE SHEETS

			January 31,<br><br>2021
Assets
Current Assets
Cash and cash equivalents	68,487,569		$	78,341,101
Trade accounts receivable	7,363,359			4,513,460
Merchandise inventories	74,991,843			50,416,712
Prepaid expenses and other current assets	10,602,702			10,128,353
Total Current Assets	161,445,473			143,399,626
Property and equipment, net	29,530,483			25,867,980
Operating lease right-of-use assets	88,900,462			-
Other Assets
Goodwill	143,562			143,562
Intangible assets, net	1,189,013			1,517,032
Deferred financing costs, net	45,335			90,671
Total Other Assets	1,377,910			1,751,265
Total Assets	281,254,328		$	171,018,871
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable	25,888,209		$	24,310,972
Accrued expenses	19,867,021			17,187,694
Payroll payable	4,821,714			6,361,677
Customer deposits	13,365,940			5,992,633
Current operating lease liabilities	14,536,004			-
Sales taxes payable	2,139,824			2,470,593
Total Current Liabilities	80,618,712			56,323,569
Deferred Rent	-			6,748,747
Operating Lease Liability, long-term	83,707,124			-
Line of Credit	115			-
Total Liabilities	164,325,951			63,072,316
Stockholders’ Equity
Preferred Stock 0.00001 par value, 10,000,000 shares authorized, no shares issued or outstanding as of August 1, 2021 and January 31, 2021.	-			-
Common Stock .00001 par value, 40,000,000 shares authorized, 15,105,826 shares issued and outstanding as of August 1, 2021 and 15,011,556 shares issued and outstanding as of January 31, 2021.	151			150
Additional paid-in capital	169,855,660			171,382,086
Accumulated deficit	(52,927,434	)		(63,435,681	)
Stockholders’ Equity	116,928,377			107,946,555
Total Liabilities and Stockholders’ Equity	281,254,328		$	171,018,871

All values are in US Dollars.

The Company adopted ASC 842, Leases as of February 1, 2021 under the modified retrospective approach and has not revised comparative periods.

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THELOVESAC COMPANY

CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	Thirteen weeks ended						Twenty-six weeks ended
	August 1,<br><br>2021			August 2,<br><br> 2020			August 1,<br><br>2021			August 2,<br><br>2020
Net sales	$	102,447,339		$	61,945,410		$	185,362,758		$	116,317,817
Cost of merchandise sold		43,415,701			30,889,870			80,255,012			57,978,708
Gross profit		59,031,638			31,055,540			105,107,746			58,339,109
Operating expenses
Selling, general and administration expenses		35,385,196			23,383,525			66,103,378			49,214,927
Advertising and marketing		13,035,551			7,166,537			23,715,916			15,362,122
Depreciation and amortization		1,602,543			1,543,902			4,022,247			3,179,562
Total operating expenses		50,023,290			32,093,964			93,841,541			67,756,611
Operating income (loss)		9,008,348			(1,038,424	)		11,266,205			(9,417,502	)
Interest (expense) income, net		(45,426	)		(34,729	)		(89,564	)		21,627
Net income (loss) before taxes		8,962,922			(1,073,153	)		11,176,641			(9,395,875	)
Provision for income taxes		(515,208	)		(33,771	)		(668,394	)		(58,800	)
Net income (loss)	$	8,447,714		$	(1,106,924	)	$	10,508,247		$	(9,454,675	)
Net income (loss) per common share:
Basic	$	0.56		$	(0.08	)	$	0.70		$	(0.65	)
Diluted	$	0.52		$	(0.08	)	$	0.66		$	(0.65	)
Weighted average number of common shares outstanding:
Basic		15,096,528			14,518,929			15,034,954			14,499,505
Diluted		16,100,927			14,518,929			16,039,352			14,499,505

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THELOVESAC COMPANY

CONDENSEDCONSOLIDATED STATEMENT OF CASH FLOWS

(unaudited)

	Twenty-six weeks ended
	August 1,<br><br>2021			August 2,<br><br>2020
Cash Flows from Operating Activities
Net income (loss)	$	10,508,247		$	(9,454,675	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization of property and equipment		3,479,175			3,015,012
Amortization of other intangible assets		543,072			164,550
Amortization of deferred financing fees		45,336			42,394
Net loss on disposal of property and equipment		-			5,487
Equity based compensation		1,739,188			1,575,183
Deferred rent		-			2,360,113
Non-cash operating lease cost		9,012,071			-
Impairment of right of use lease asset		553,990			-
Changes in operating assets and liabilities:
Trade accounts receivable		(2,849,899	)		961,404
Merchandise inventories		(24,575,131	)		(4,614,759	)
Prepaid expenses and other current assets		460,419			2,375,123
Accounts payable and accrued expenses		2,830,247			8,201,988
Operating lease liabilites		(8,351,325	)		-
Customer deposits		7,373,307			7,441,436
Net Cash Provided by Operating Activities		768,697			12,073,256
Cash Flows from Investing Activities
Purchase of property and equipment		(7,141,678	)		(4,917,262	)
Payments for patents and trademarks		(215,053	)		(354,143	)
Net Cash Used in Investing Activities		(7,356,731	)		(5,271,405	)
Cash Flows from Financing Activities
Taxes paid for net share settlement of equity awards		(3,369,613	)		(455,420	)
Proceeds from the exercise of warrants		104,000			-
Proceeds from the line of credit		115			-
Payment of deferred financing costs		-			(50,000	)
Net Cash Used in Financing Activities		(3,265,498	)		(505,420	)
Net Change in Cash and Cash Equivalents		(9,853,532	)		6,296,431
Cash and Cash Equivalents - Beginning		78,341,101			48,538,827
Cash and Cash Equivalents - Ending	$	68,487,569		$	54,835,258
Supplemental Cash Flow Disclosures
Cash paid for taxes	$	669,899		$	58,800
Cash paid for interest	$	31,504		$	37,557

7

THELOVESAC COMPANY

RECONCILATIONOF NON-GAAP FINANCIAL MEASURES

(unaudited)

	Thirteen weeks ended					Twenty-six weeks ended
(dollars in thousands)	August 1,<br><br> 2021		August 2,<br><br> 2020			August 1,<br><br>2021		August 2,<br><br>2020
Net income (loss)	$	8,447	$	(1,107	)	$	10,508	$	(9,455	)
Interest expense (income), net		45		35			90		(22	)
Taxes		515		34			668		59
Depreciation and amortization		1,603		1,544			4,022		3,180
EBITDA		10,610		506			15,288		(6,238	)
Management fees (a)		-		125			-		250
Deferred rent (b)		-		872			-		856
Equity-based compensation (c)		1,239		677			1,893		1,575
Loss on disposal of property and equipment (d)		-		5			-		5
Impairment of right of use lease asset (e)		554		-			554		-
Other non-recurring expenses (f)(g)		-		-			-		36
Adjusted EBITDA	$	12,403	$	2,185		$	17,735	$	(3,516	)
(a)	Represents<br>management fees and expenses charged by our equity sponsors.
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(b)	Represents<br>the difference between rent expense recorded and the amount paid by the Company. In accordance with generally accepted accounting principles,<br>the Company records monthly rent expense equal to the total of the payments due over the lease term, divided by the number of months<br>of the lease terms. The Company adopted ASC 842 at the beginning of fiscal 2022 therefore we no longer recognize deferred rent.
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(c)	Represents<br>expenses, such as compensation expense and employer taxes related to RSU equity vestings and exercises associated with stock options<br>and restricted stock units granted to our associates and board of directors.
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(d)	Represents<br>the loss on disposal of fixed assets related to Showroom remodeling.
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(e)	Represents<br>the impairment of the right of use lease asset for one showroom for which the fixed assets had been impaired in the prior fiscal year.
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(f)	There<br>were no other non-recurring expenses in the thirteen weeks ended August 1, 2021 and August 2, 2020, respectively.
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(g)	There<br>were no other non-recurring expenses in the twenty-six weeks ended August 1, 2021. Other non-recurring expenses in the twenty-six weeks<br>ended August 2, 2020 are related to $36 in professional and legal fees related to financing initiatives.
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8