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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, 2012
|
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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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-10.25
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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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Category
|
|
Fiscal 2011
|
|
Fiscal 2010
|
|
Fiscal 2009
|
Jewelry & Watches
|
|
53%
|
|
52%
|
|
55%
|
Home & Electronics
|
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28%
|
|
32%
|
|
31%
|
Beauty, Health & Fitness
|
|
12%
|
|
10%
|
|
7%
|
Fashion & Accessories
|
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7%
|
|
6%
|
|
7%
|
Name
|
|
Age
|
|
Position(s) Held
|
|
Keith R. Stewart
|
|
48
|
|
|
Chief Executive Officer and Director
|
Robert Ayd
|
|
63
|
|
|
President
|
William McGrath
|
|
54
|
|
|
Executive Vice President — Chief Financial Officer
|
Carol Steinberg
|
|
52
|
|
|
Executive Vice President — Internet, Marketing & Human Resources
|
Annette Repasch
|
|
46
|
|
|
Chief Merchandising Officer
|
Jean-Guillaume Sabatier
|
|
42
|
|
|
Senior Vice President — Sales & Product Planning and Programming
|
Teresa Dery
|
|
45
|
|
|
Senior Vice President and General Counsel
|
Nancy Kunkle
|
|
48
|
|
|
Senior Vice President — Customer Experience & Business Process Engineering
|
Michael A. Murray
|
|
53
|
|
|
Senior Vice President — Operations
|
Kelly Thorp
|
|
42
|
|
|
Senior Vice President — Human Resources
|
Nicholas J. Vassallo
|
|
48
|
|
|
Vice President — Corporate Controller
|
Beth K. McCartan
|
|
42
|
|
|
Vice President — Financial Planning & Analysis
|
Ashish G. Akolkar
|
|
39
|
|
|
Vice President — IT Operations
|
•
|
we could experience further 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;
|
•
|
more competitors may enter the marketplace as additional channel capacity is added; and
|
•
|
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).
|
•
|
delaying, deferring or preventing a change in corporate control;
|
•
|
impeding a merger, consolidation, takeover or other business combination involving us; or
|
•
|
discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us.
|
|
|
High
|
|
Low
|
||||
Fiscal 2011
|
|
|
|
|
||||
First Quarter
|
|
$
|
7.67
|
|
|
$
|
5.00
|
|
Second Quarter
|
|
8.73
|
|
|
5.85
|
|
||
Third Quarter
|
|
7.74
|
|
|
1.91
|
|
||
Fourth Quarter
|
|
3.37
|
|
|
1.43
|
|
||
Fiscal 2010
|
|
|
|
|
||||
First Quarter
|
|
4.77
|
|
|
2.96
|
|
||
Second Quarter
|
|
3.09
|
|
|
1.45
|
|
||
Third Quarter
|
|
2.69
|
|
|
1.41
|
|
||
Fourth Quarter
|
|
7.24
|
|
|
2.15
|
|
|
|
February 3,
2007 |
|
February 2,
2008 |
|
January 31,
2009 |
|
January 30,
2010 |
|
January 29,
2011 |
|
January 28, 2012
|
||||||||||||
ValueVision Media, Inc.
|
|
$
|
100.00
|
|
|
$
|
49.40
|
|
|
$
|
2.01
|
|
|
$
|
33.20
|
|
|
$
|
51.97
|
|
|
$
|
12.41
|
|
NASDAQ Composite Index
|
|
$
|
100.00
|
|
|
$
|
98.13
|
|
|
$
|
60.55
|
|
|
$
|
88.95
|
|
|
$
|
112.35
|
|
|
$
|
118.94
|
|
S&P 500 Retailing Index
|
|
$
|
100.00
|
|
|
$
|
81.61
|
|
|
$
|
50.83
|
|
|
$
|
79.07
|
|
|
$
|
100.74
|
|
|
$
|
114.44
|
|
Morningstar Specialty Retail Index
|
|
$
|
100.00
|
|
|
$
|
95.45
|
|
|
$
|
56.99
|
|
|
$
|
97.71
|
|
|
$
|
129.09
|
|
|
$
|
137.32
|
|
Plan Category
|
|
Number of Securities to be Issued Upon Exercise of Options, Warrants and Rights
|
|
|
|
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
|
|
Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans
|
|
|
||
Equity Compensation Plans Approved by Security holders
|
|
3,731,000
|
|
|
|
|
$5.91
|
|
3,357,000
|
|
|
(1)
|
Equity Compensation Plans Not Approved by Security holders (2)
|
|
657,000
|
|
|
(2)
|
|
$4.43
|
|
—
|
|
|
|
Total
|
|
4,388,000
|
|
|
|
|
$5.68
|
|
3,357,000
|
|
|
|
(1)
|
Includes securities available for future issuance under shareholder approved compensation plans other than upon the exercise of outstanding options, warrants or rights, as follows: 517,000 shares under the 2004 Omnibus Stock Plan and 2,840,000 shares under the 2011 Omnibus Stock Plan.
|
(2)
|
Reflects 7,372 shares of common stock issuable upon exercise of warrants held by NBCU and 650,000 shares of common stock issuable upon exercise of nonstatutory employee stock options granted at exercise prices equal to the fair market value of a share of common stock on the date of grant. Nonstatutory employee stock options have historically been granted to new employees as inducement grants when shareholder approved equity compensation plan shares have been depleted. Each of these options expires 10 years from the grant date and vests over three years.
|
|
|
Year Ended
|
||||||||||||||||||
|
|
January 28, 2012(a)
|
|
January 29, 2011(b)
|
|
January 30, 2010(c)
|
|
January 31, 2009(d)
|
|
February 2, 2008(e)
|
||||||||||
|
|
(In thousands, except per share data)
|
||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
|
$
|
558,394
|
|
|
$
|
562,273
|
|
|
$
|
527,873
|
|
|
$
|
567,510
|
|
|
$
|
781,550
|
|
Gross profit
|
|
204,095
|
|
|
199,529
|
|
|
173,772
|
|
|
182,749
|
|
|
271,015
|
|
|||||
Operating loss
|
|
(16,838
|
)
|
|
(15,466
|
)
|
|
(41,171
|
)
|
|
(88,458
|
)
|
|
(23,052
|
)
|
|||||
Net income (loss)
|
|
(48,064
|
)
|
|
(25,868
|
)
|
|
(41,998
|
)
|
|
(97,793
|
)
|
|
22,452
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Per Share Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss) from continuing operations per common share
|
|
$
|
(1.03
|
)
|
|
$
|
(0.78
|
)
|
|
$
|
(0.45
|
)
|
|
$
|
(2.92
|
)
|
|
$
|
0.53
|
|
Net income (loss) from continuing operations per common share — assuming dilution
|
|
$
|
(1.03
|
)
|
|
$
|
(0.78
|
)
|
|
$
|
(0.45
|
)
|
|
$
|
(2.92
|
)
|
|
$
|
0.53
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
|
46,451
|
|
|
33,326
|
|
|
32,538
|
|
|
33,598
|
|
|
41,992
|
|
|||||
Diluted
|
|
46,451
|
|
|
33,326
|
|
|
32,538
|
|
|
33,598
|
|
|
42,011
|
|
|
|
January 28, 2012
|
|
January 29, 2011
|
|
January 30, 2010
|
|
January 31, 2009
|
|
February 2, 2008
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
|
$
|
32,957
|
|
|
$
|
46,471
|
|
|
$
|
17,000
|
|
|
$
|
53,845
|
|
|
$
|
59,078
|
|
Restricted cash and investments
|
|
2,100
|
|
|
4,961
|
|
|
5,060
|
|
|
1,589
|
|
|
—
|
|
|||||
Current assets
|
|
163,271
|
|
|
185,357
|
|
|
139,361
|
|
|
161,469
|
|
|
252,183
|
|
|||||
Long-term investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,728
|
|
|
26,306
|
|
|||||
Property, equipment and other assets
|
|
55,189
|
|
|
53,002
|
|
|
56,853
|
|
|
64,303
|
|
|
80,591
|
|
|||||
Total assets
|
|
218,460
|
|
|
238,359
|
|
|
196,214
|
|
|
241,500
|
|
|
359,080
|
|
|||||
Current liabilities
|
|
91,364
|
|
|
103,798
|
|
|
85,992
|
|
|
95,988
|
|
|
118,350
|
|
|||||
Series B redeemable preferred stock
|
|
—
|
|
|
14,599
|
|
|
11,243
|
|
|
—
|
|
|
—
|
|
|||||
Other long-term obligations
|
|
25,507
|
|
|
36,810
|
|
|
10,675
|
|
|
—
|
|
|
—
|
|
|||||
Series A redeemable preferred stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,191
|
|
|
43,898
|
|
|||||
Shareholders’ equity
|
|
101,589
|
|
|
83,152
|
|
|
88,304
|
|
|
99,472
|
|
|
194,510
|
|
|
|
Year Ended
|
||||||||||||||||||
|
|
January 28, 2012
|
|
January 29, 2011
|
|
January 30, 2010
|
|
January 31, 2009
|
|
February 2, 2008
|
||||||||||
|
|
(In thousands, except statistical data)
|
||||||||||||||||||
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gross profit
|
|
36.6
|
%
|
|
35.5
|
%
|
|
32.9
|
%
|
|
32.2
|
%
|
|
34.7
|
%
|
|||||
Working capital
|
|
$
|
71,907
|
|
|
$
|
81,559
|
|
|
$
|
53,369
|
|
|
$
|
65,481
|
|
|
$
|
133,833
|
|
Current ratio
|
|
1.8
|
|
|
1.8
|
|
|
1.6
|
|
|
1.7
|
|
|
2.1
|
|
|||||
Adjusted EBITDA (as defined)(f)
|
|
$
|
996
|
|
|
$
|
2,351
|
|
|
$
|
(19,411
|
)
|
|
$
|
(51,421
|
)
|
|
$
|
6,850
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Flows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating
|
|
$
|
(12,949
|
)
|
|
$
|
327
|
|
|
$
|
(37,896
|
)
|
|
$
|
7,100
|
|
|
$
|
11,189
|
|
Investing
|
|
$
|
(7,819
|
)
|
|
$
|
(7,430
|
)
|
|
$
|
8,307
|
|
|
$
|
24,557
|
|
|
$
|
(475
|
)
|
Financing
|
|
$
|
7,254
|
|
|
$
|
36,574
|
|
|
$
|
(7,256
|
)
|
|
$
|
(3,417
|
)
|
|
$
|
(26,605
|
)
|
(a)
|
Results of operations for
fiscal 2011
includes a
$25.7 million
total charge related to the early preferred stock debt
|
(b)
|
Results of operations for
fiscal 2010
include the following: (i) a $1.2 million charge due to early payment of preferred stock obligations and (ii) a $1.1 million charge related to incremental restructuring charges incurred in
fiscal 2010
. See Notes 9 and 18 to the consolidated financial statements.
|
(c)
|
Results of operations for
fiscal 2009
include the following: (i) a $3.6 million gain on the sale of auction rate securities, (ii) a $2.3 million charge related to the restructuring of certain company operations and (iii) a $1.9 million charge related to costs associated with our chief executive officer transition. See Notes 7, 18 and 19 to the consolidated financial statements.
|
(d)
|
Results of operations for fiscal 2008 include the following: (i) an $11.1 million auction rate securities write down, (ii) an $8.8 million FCC license intangible asset impairment, (iii) a $4.3 million charge related to the restructuring of certain company operations and (iv) a $2.7 million charge related to costs associated with our chief executive officer transition.
|
(e)
|
Results of operations for fiscal 2007 include the following: (i) a $40.2 million gain on the sale of Ralph Lauren Media, LLC, (ii) a $5.0 million charge related to the restructuring of certain company operations and (iii) a $2.5 million charge related to costs associated with our chief executive officer transition.
|
(f)
|
EBITDA as defined for this statistical presentation 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; restructuring and CEO transition 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 “core” television and internet 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 core business operating results over different periods of time with those of other similar companies. In addition, management uses Adjusted EBITDA as a metric measure 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, 2012
|
|
January 29, 2011
|
|
January 30, 2010
|
|
January 31, 2009
|
|
February 2, 2008
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
Adjusted EBITDA
|
|
$
|
996
|
|
|
$
|
2,351
|
|
|
$
|
(19,411
|
)
|
|
$
|
(51,421
|
)
|
|
$
|
6,850
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Loss on debt extinguishment
|
|
(25,679
|
)
|
|
(1,235
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Non-operating gains (losses) and equity in income of Ralph Lauren Media, LLC
|
|
—
|
|
|
—
|
|
|
3,628
|
|
|
(969
|
)
|
|
40,663
|
|
|||||
Write-down of auction rate investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,072
|
)
|
|
—
|
|
|||||
FCC license impairment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,832
|
)
|
|
—
|
|
|||||
Restructuring costs
|
|
—
|
|
|
(1,130
|
)
|
|
(2,303
|
)
|
|
(4,299
|
)
|
|
(5,043
|
)
|
|||||
CEO transition costs
|
|
—
|
|
|
—
|
|
|
(1,932
|
)
|
|
(2,681
|
)
|
|
(2,451
|
)
|
|||||
Non-cash share-based compensation expense
|
|
(5,007
|
)
|
|
(3,350
|
)
|
|
(3,205
|
)
|
|
(3,928
|
)
|
|
(2,415
|
)
|
|||||
EBITDA (as defined)
|
|
(29,690
|
)
|
|
(3,364
|
)
|
|
(23,223
|
)
|
|
(83,202
|
)
|
|
37,604
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
A reconciliation of EBITDA to net income (loss) is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
EBITDA, as defined
|
|
(29,690
|
)
|
|
(3,364
|
)
|
|
(23,223
|
)
|
|
(83,202
|
)
|
|
37,604
|
|
|||||
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
|
(12,827
|
)
|
|
(13,337
|
)
|
|
(14,320
|
)
|
|
(17,297
|
)
|
|
(19,993
|
)
|
|||||
Interest income
|
|
64
|
|
|
51
|
|
|
382
|
|
|
2,739
|
|
|
5,680
|
|
|||||
Interest expense
|
|
(5,527
|
)
|
|
(9,795
|
)
|
|
(4,928
|
)
|
|
—
|
|
|
—
|
|
|||||
Income tax (provision) benefit
|
|
(84
|
)
|
|
577
|
|
|
91
|
|
|
(33
|
)
|
|
(839
|
)
|
|||||
Net income (loss)
|
|
$
|
(48,064
|
)
|
|
$
|
(25,868
|
)
|
|
$
|
(41,998
|
)
|
|
$
|
(97,793
|
)
|
|
$
|
22,452
|
|
|
|
Year Ended
|
||||
|
|
January 28, 2012
|
|
January 29, 2011
|
|
January 30, 2010
|
Merchandise Mix
|
|
|
|
|
|
|
Jewelry & Watches
|
|
53%
|
|
52%
|
|
55%
|
Home & Electronics
|
|
28%
|
|
32%
|
|
31%
|
Beauty, Health & Fitness
|
|
12%
|
|
10%
|
|
7%
|
Fashion & Accessories
|
|
7%
|
|
6%
|
|
7%
|
|
|
Year Ended
|
|||||||
|
|
January 28, 2012
|
|
January 29, 2011
|
|
January 30, 2010
|
|||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|||
Gross margin
|
|
36.6
|
|
|
35.5
|
|
|
32.9
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
Distribution and selling
|
|
33.8
|
|
|
32.3
|
|
|
33.7
|
|
General and administrative
|
|
3.5
|
|
|
3.4
|
|
|
3.5
|
|
Depreciation and amortization
|
|
2.3
|
|
|
2.3
|
|
|
2.7
|
|
Restructuring costs
|
|
—
|
|
|
0.2
|
|
|
0.4
|
|
CEO transition costs
|
|
—
|
|
|
—
|
|
|
0.4
|
|
Total operating expenses
|
|
39.6
|
|
|
38.2
|
|
|
40.7
|
|
Operating loss
|
|
(3.0
|
)
|
|
(2.7
|
)
|
|
(7.8
|
)
|
Interest expense, net
|
|
(1.0
|
)
|
|
(1.7
|
)
|
|
(0.9
|
)
|
Other income (loss), net
|
|
(4.6
|
)
|
|
(0.2
|
)
|
|
0.7
|
|
Loss before income taxes
|
|
(8.6
|
)
|
|
(4.6
|
)
|
|
(8.0
|
)
|
Income taxes
|
|
—
|
|
|
0.1
|
|
|
—
|
|
Net loss
|
|
(8.6
|
)%
|
|
(4.5
|
)%
|
|
(8.0
|
)%
|
|
|
For the Twelve Months Ended
|
|||||||||||||
|
|
January 28, 2012
|
|
Change
|
|
January 29, 2011
|
|
Change
|
|
January 30, 2010
|
|||||
Program Distribution, (in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Homes (Average 000's)
|
|
79,822
|
|
|
4
|
%
|
|
76,437
|
|
|
4
|
%
|
|
73,576
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Merchandise Metrics
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Gross Margin %
|
|
36.6
|
%
|
|
110 bps
|
|
|
35.5
|
%
|
|
260 bps
|
|
|
32.9
|
%
|
Net Shipped Units (in thousands)
|
|
4,947
|
|
|
(4
|
)%
|
|
5,175
|
|
|
14
|
%
|
|
4,537
|
|
Average Selling Price
|
|
$104
|
|
3
|
%
|
|
$101
|
|
(6
|
)%
|
|
$108
|
|||
Return Rate
|
|
22.6
|
%
|
|
280 bps
|
|
|
19.8
|
%
|
|
(120) bps
|
|
|
21.0
|
%
|
Internet Net Sales % (a)
|
|
44.9
|
%
|
|
370 bps
|
|
|
41.2
|
%
|
|
750 bps
|
|
|
33.7
|
%
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total
|
||||||||||
|
|
(In thousands, except percentages and per share amounts)
|
||||||||||||||||||
Fiscal 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
|
$
|
143,533
|
|
|
$
|
132,137
|
|
|
$
|
135,187
|
|
|
$
|
147,537
|
|
|
$
|
558,394
|
|
Gross profit
|
|
53,392
|
|
|
51,268
|
|
|
50,242
|
|
|
49,193
|
|
|
204,095
|
|
|||||
Gross profit margin
|
|
37.2
|
%
|
|
38.7
|
%
|
|
37.2
|
%
|
|
33.3
|
%
|
|
36.6
|
%
|
|||||
Operating expenses
|
|
54,022
|
|
|
54,807
|
|
|
55,611
|
|
|
56,493
|
|
|
220,933
|
|
|||||
Operating loss
|
|
(630
|
)
|
|
(3,539
|
)
|
|
(5,369
|
)
|
|
(7,300
|
)
|
|
(16,838
|
)
|
|||||
Other loss, net
|
|
(28,281
|
)
|
|
(900
|
)
|
|
(965
|
)
|
|
(996
|
)
|
|
(31,142
|
)
|
|||||
Net loss (a)
|
|
$
|
(28,930
|
)
|
|
$
|
(4,456
|
)
|
|
$
|
(6,350
|
)
|
|
$
|
(8,328
|
)
|
|
$
|
(48,064
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss per share
|
|
$
|
(0.71
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(1.03
|
)
|
Net loss per share — assuming dilution
|
|
$
|
(0.71
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(1.03
|
)
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
|
40,655
|
|
|
48,131
|
|
|
48,272
|
|
|
48,546
|
|
|
46,451
|
|
|||||
Diluted
|
|
40,655
|
|
|
48,131
|
|
|
48,272
|
|
|
48,546
|
|
|
46,451
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
124,977
|
|
|
$
|
126,177
|
|
|
$
|
132,283
|
|
|
$
|
178,836
|
|
|
$
|
562,273
|
|
Gross profit
|
|
45,737
|
|
|
47,156
|
|
|
47,049
|
|
|
59,587
|
|
|
199,529
|
|
|||||
Gross profit margin
|
|
36.6
|
%
|
|
37.4
|
%
|
|
35.6
|
%
|
|
33.3
|
%
|
|
35.5
|
%
|
|||||
Operating expenses
|
|
54,876
|
|
|
53,393
|
|
|
50,645
|
|
|
56,081
|
|
|
214,995
|
|
|||||
Operating income (loss)
|
|
(9,139
|
)
|
|
(6,237
|
)
|
|
(3,596
|
)
|
|
3,506
|
|
|
(15,466
|
)
|
|||||
Other loss, net
|
|
(1,808
|
)
|
|
(2,086
|
)
|
|
(2,203
|
)
|
|
(4,882
|
)
|
|
(10,979
|
)
|
|||||
Net loss
|
|
$
|
(10,971
|
)
|
|
$
|
(7,693
|
)
|
|
$
|
(5,814
|
)
|
|
$
|
(1,390
|
)
|
|
$
|
(25,868
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss per share
|
|
$
|
(0.34
|
)
|
|
$
|
(0.24
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.78
|
)
|
Net loss per share — assuming dilution
|
|
$
|
(0.34
|
)
|
|
$
|
(0.24
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.78
|
)
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
|
32,680
|
|
|
32,703
|
|
|
32,781
|
|
|
35,141
|
|
|
33,326
|
|
|||||
Diluted
|
|
32,680
|
|
|
32,703
|
|
|
32,781
|
|
|
35,141
|
|
|
33,326
|
|
|
|
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)
|
|
$
|
167,113
|
|
|
$
|
97,782
|
|
|
$
|
69,331
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Term loan
|
|
25,000
|
|
|
25,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases
|
|
4,842
|
|
|
1,657
|
|
|
2,665
|
|
|
520
|
|
|
—
|
|
|||||
Employment agreements
|
|
2,679
|
|
|
2,668
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|||||
Purchase order obligations
|
|
26,765
|
|
|
26,765
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
226,399
|
|
|
$
|
153,872
|
|
|
$
|
72,007
|
|
|
$
|
520
|
|
|
$
|
—
|
|
(a)
|
Future cable and satellite payment commitments are based on subscriber levels as of
January 28, 2012
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. Under certain circumstances, operators or we may cancel the agreements prior to expiration.
|
•
|
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. As of
January 28, 2012
and
January 29, 2011
, we had approximately
$72.4 million
and
$82.7 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 2011, fiscal 2010 and fiscal 2009
were
$11.9 million
,
$9.3 million
and
$6.8 million
, respectively. Based on our
fiscal 2011
bad debt experience, a one-half point increase or decrease in our bad debt experience as a percentage of total television home shopping and internet net sales would have an impact of approximately $2.8 million on consolidated distribution and selling expense.
|
•
|
Inventory.
We value our inventory, which consists primarily of consumer merchandise held for resale, principally at the
|
•
|
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 internet sales were
23%
in
fiscal 2011
,
20%
in
fiscal 2010
and
21%
in
fiscal 2009
. 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 product returns for
fiscal 2011, fiscal 2010 and fiscal 2009
were
$4.5 million
,
$4.5 million
and
$2.7 million
, respectively. Based on our
fiscal 2011
sales returns, a one-point increase or decrease in our television and internet sales returns rate would have had an impact of approximately $2.9 million on gross profit.
|
•
|
FCC broadcasting license.
As of
January 28, 2012
and
January 29, 2011
, we have recorded an intangible FCC broadcasting license asset totaling
$23.1 million
as a result of our acquisition of Boston television station WWDP TV in fiscal 2003. We have granted a security interest in our FCC broadcast license to one of our larger television service providers until January 2013. The Company annually reviews its FCC broadcast license for impairment in the fourth quarter, or more frequently if an impairment indicator is present. The Company estimated the fair value of its FCC broadcast license in
fiscal 2011 and fiscal 2010
by using an income-based discounted cash flow model with the assistance of an independent outside fair value appraiser. The discounted cash flow model includes certain assumptions including revenues, operating profit and a discount rate. 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. For instance, a one-half point increase in the discount rate used would decrease our valuation by $1.7 million and a one-half point decrease in the market share revenue percentage assumption would decrease our valuation by $2.2 million. In addition, due to the illiquid nature of this asset, our valuation for this license could be also 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, 2012
and
January 29, 2011
, we recorded a valuation allowance of approximately
$114.5 million
and
$107.3 million
, respectively, for our net deferred tax assets, including net operating and capital loss carryforwards. Based on our recent history of losses, a full valuation allowance was recorded in
fiscal 2011, fiscal 2010 and fiscal 2009
and was calculated in accordance with GAAP, which places primary importance on our most recent operating results when assessing the need for a valuation allowance. 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, 2012 and January 29, 2011
|
|
Consolidated Statements of Operations for the Years Ended January 28, 2012, January 29, 2011 and January 30, 2010
|
|
Consolidated Statements of Shareholders’ Equity for the Years Ended January 28, 2012, January 29, 2011 and January 30, 2010
|
|
Consolidated Statements of Cash Flows for the Years Ended January 28, 2012, January 29, 2011 and January 30, 2010
|
|
Notes to Consolidated Financial Statements
|
|
Financial Statement Schedule — Schedule II — Valuation and Qualifying Accounts
|
|
|
January 28, 2012
|
|
January 29, 2011
|
||||
|
|
(In thousands, except share and per share data)
|
||||||
ASSETS
|
||||||||
Current assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
32,957
|
|
|
$
|
46,471
|
|
Restricted cash and investments
|
|
2,100
|
|
|
4,961
|
|
||
Accounts receivable, net
|
|
80,274
|
|
|
90,183
|
|
||
Inventories
|
|
43,476
|
|
|
39,800
|
|
||
Prepaid expenses and other
|
|
4,464
|
|
|
3,942
|
|
||
Total current assets
|
|
163,271
|
|
|
185,357
|
|
||
Property and equipment, net
|
|
27,992
|
|
|
25,775
|
|
||
FCC broadcasting license
|
|
23,111
|
|
|
23,111
|
|
||
NBC trademark license agreement, net
|
|
1,215
|
|
|
928
|
|
||
Other assets
|
|
2,871
|
|
|
3,188
|
|
||
|
|
$
|
218,460
|
|
|
$
|
238,359
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
|||
Accounts payable
|
|
$
|
53,437
|
|
|
$
|
58,310
|
|
Accrued liabilities
|
|
37,842
|
|
|
43,405
|
|
||
Deferred revenue
|
|
85
|
|
|
728
|
|
||
Current portion of accrued dividends
|
|
—
|
|
|
1,355
|
|
||
Total current liabilities
|
|
91,364
|
|
|
103,798
|
|
||
Deferred revenue
|
|
507
|
|
|
425
|
|
||
Long-term payable
|
|
—
|
|
|
4,894
|
|
||
Term loan
|
|
25,000
|
|
|
25,000
|
|
||
Accrued dividends — Series B redeemable preferred stock
|
|
—
|
|
|
6,491
|
|
||
Series B redeemable preferred stock, $.01 par value, 0 and 4,929,266 shares authorized; 0 and 4,929,266 shares issued and outstanding
|
|
—
|
|
|
14,599
|
|
||
Total liabilities
|
|
116,871
|
|
|
155,207
|
|
||
Commitments and contingencies (Notes 14 and 15)
|
|
|
|
|
|
|||
Shareholders’ equity:
|
|
|
|
|
|
|||
Common stock, $.01 par value, 100,000,000 shares authorized; 48,560,205 and 37,781,688 shares issued and outstanding
|
|
486
|
|
|
378
|
|
||
Warrants to purchase 6,007,372 and 6,014,744 shares of common stock
|
|
567
|
|
|
602
|
|
||
Additional paid-in capital
|
|
403,849
|
|
|
337,421
|
|
||
Accumulated deficit
|
|
(303,313
|
)
|
|
(255,249
|
)
|
||
Total shareholders’ equity
|
|
101,589
|
|
|
83,152
|
|
||
|
|
$
|
218,460
|
|
|
$
|
238,359
|
|
|
|
For the Years Ended
|
||||||||||
|
|
January 28, 2012
|
|
January 29, 2011
|
|
January 30, 2010
|
||||||
|
|
(In thousands, except share and per share data)
|
||||||||||
Net sales
|
|
$
|
558,394
|
|
|
$
|
562,273
|
|
|
$
|
527,873
|
|
Cost of sales
|
|
354,299
|
|
|
362,744
|
|
|
354,101
|
|
|||
Gross profit
|
|
204,095
|
|
|
199,529
|
|
|
173,772
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||
Distribution and selling
|
|
188,813
|
|
|
181,536
|
|
|
178,015
|
|
|||
General and administrative
|
|
19,542
|
|
|
19,171
|
|
|
18,373
|
|
|||
Depreciation and amortization
|
|
12,578
|
|
|
13,158
|
|
|
14,320
|
|
|||
Restructuring costs
|
|
—
|
|
|
1,130
|
|
|
2,303
|
|
|||
CEO transition costs
|
|
—
|
|
|
—
|
|
|
1,932
|
|
|||
Total operating expenses
|
|
220,933
|
|
|
214,995
|
|
|
214,943
|
|
|||
Operating loss
|
|
(16,838
|
)
|
|
(15,466
|
)
|
|
(41,171
|
)
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
|
||||
Gain on sale of investments
|
|
—
|
|
|
—
|
|
|
3,628
|
|
|||
Loss on debt extinguishment
|
|
(25,679
|
)
|
|
(1,235
|
)
|
|
—
|
|
|||
Interest expense
|
|
(5,527
|
)
|
|
(9,795
|
)
|
|
(4,928
|
)
|
|||
Interest income
|
|
64
|
|
|
51
|
|
|
382
|
|
|||
Total other expense
|
|
(31,142
|
)
|
|
(10,979
|
)
|
|
(918
|
)
|
|||
Loss before income taxes
|
|
(47,980
|
)
|
|
(26,445
|
)
|
|
(42,089
|
)
|
|||
Income tax benefit (provision)
|
|
(84
|
)
|
|
577
|
|
|
91
|
|
|||
Net loss
|
|
(48,064
|
)
|
|
(25,868
|
)
|
|
(41,998
|
)
|
|||
Excess of preferred stock carrying value over redemption value
|
|
—
|
|
|
—
|
|
|
27,362
|
|
|||
Accretion of redeemable Series A preferred stock
|
|
—
|
|
|
—
|
|
|
(62
|
)
|
|||
Net loss available to common shareholders
|
|
$
|
(48,064
|
)
|
|
$
|
(25,868
|
)
|
|
$
|
(14,698
|
)
|
|
|
|
|
|
|
|
||||||
Net loss per common share
|
|
$
|
(1.03
|
)
|
|
$
|
(0.78
|
)
|
|
$
|
(0.45
|
)
|
Net loss per common share — assuming dilution
|
|
$
|
(1.03
|
)
|
|
$
|
(0.78
|
)
|
|
$
|
(0.45
|
)
|
Weighted average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
46,451,262
|
|
|
33,326,200
|
|
|
32,537,849
|
|
|||
Diluted
|
|
46,451,262
|
|
|
33,326,200
|
|
|
32,537,849
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
Common Stock
|
|
Stock
|
|
Additional
|
|
|
|
Total
|
|||||||||||||||
|
|
Comprehensive
Loss
|
|
Number of
Shares
|
|
Par
Value
|
|
Purchase
Warrants
|
|
Paid-In
Capital
|
|
Accumulated
Deficit
|
|
Shareholders’
Equity
|
|||||||||||||
|
|
(In thousands, except share data)
|
|||||||||||||||||||||||||
Balance, January 31, 2009
|
|
|
|
|
33,690,266
|
|
|
$
|
337
|
|
|
$
|
138
|
|
|
$
|
286,380
|
|
|
$
|
(187,383
|
)
|
|
$
|
99,472
|
|
|
Net loss
|
|
$
|
(41,998
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(41,998
|
)
|
|
(41,998
|
)
|
|||||
Value assigned to common stock purchase warrants
|
|
|
|
|
—
|
|
|
—
|
|
|
533
|
|
|
—
|
|
|
—
|
|
|
533
|
|
||||||
Repurchases of common stock
|
|
|
|
|
(1,622,168
|
)
|
|
(16
|
)
|
|
—
|
|
|
(921
|
)
|
|
—
|
|
|
(937
|
)
|
||||||
Common stock issuances pursuant to equity compensation plans
|
|
|
|
|
604,637
|
|
|
6
|
|
|
—
|
|
|
723
|
|
|
—
|
|
|
729
|
|
||||||
Stock purchase warrants forfeited
|
|
|
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
34
|
|
|
—
|
|
|
—
|
|
||||||
Share-based payment compensation
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,205
|
|
|
—
|
|
|
3,205
|
|
||||||
Excess of Series A preferred stock carrying value over redemption value
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,362
|
|
|
—
|
|
|
27,362
|
|
||||||
Accretion on Series A redeemable preferred stock
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(62
|
)
|
|
—
|
|
|
(62
|
)
|
||||||
Balance, January 30, 2010
|
|
|
|
|
32,672,735
|
|
|
327
|
|
|
637
|
|
|
316,721
|
|
|
(229,381
|
)
|
|
88,304
|
|
||||||
Net loss
|
|
$
|
(25,868
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(25,868
|
)
|
|
(25,868
|
)
|
|||||
Common stock issuances pursuant to equity compensation plans
|
|
|
|
|
208,953
|
|
|
2
|
|
|
—
|
|
|
355
|
|
|
—
|
|
|
357
|
|
||||||
Stock purchase warrants forfeited
|
|
|
|
|
—
|
|
|
—
|
|
|
(35
|
)
|
|
35
|
|
|
—
|
|
|
—
|
|
||||||
Share-based payment compensation
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,350
|
|
|
—
|
|
|
3,350
|
|
||||||
Common stock issuances
|
|
|
|
|
4,900,000
|
|
|
49
|
|
|
—
|
|
|
16,960
|
|
|
—
|
|
|
17,009
|
|
||||||
Balance, January 29, 2011
|
|
|
|
|
37,781,688
|
|
|
378
|
|
|
602
|
|
|
337,421
|
|
|
(255,249
|
)
|
|
83,152
|
|
||||||
Net loss
|
|
$
|
(48,064
|
)
|
|
|
|
|
|
|
|
|
|
(48,064
|
)
|
|
(48,064
|
)
|
|||||||||
Common stock issuances pursuant to equity compensation plans
|
|
|
|
601,362
|
|
|
6
|
|
|
—
|
|
|
1,822
|
|
|
—
|
|
|
1,828
|
|
|||||||
Stock purchase warrants forfeited
|
|
|
|
—
|
|
|
—
|
|
|
(35
|
)
|
|
35
|
|
|
—
|
|
|
—
|
|
|||||||
Share-based payment compensation
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,007
|
|
|
—
|
|
|
5,007
|
|
|||||||
Common stock issuances
|
|
|
|
9,487,500
|
|
|
95
|
|
|
—
|
|
|
55,405
|
|
|
—
|
|
|
55,500
|
|
|||||||
Common Stock Issuances - NBCU
|
|
|
|
689,655
|
|
|
7
|
|
|
—
|
|
|
4,159
|
|
|
—
|
|
|
4,166
|
|
|||||||
Balance, January 28, 2012
|
|
|
|
48,560,205
|
|
|
$
|
486
|
|
|
$
|
567
|
|
|
$
|
403,849
|
|
|
$
|
(303,313
|
)
|
|
$
|
101,589
|
|
|
|
For the Years Ended
|
||||||||||
|
|
January 28, 2012
|
|
January 29, 2011
|
|
January 30, 2010
|
||||||
|
|
(In thousands)
|
||||||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|||
Net loss
|
|
$
|
(48,064
|
)
|
|
$
|
(25,868
|
)
|
|
$
|
(41,998
|
)
|
Adjustments to reconcile net loss to net cash provided by (used for) operating activities:
|
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
|
12,827
|
|
|
13,337
|
|
|
14,320
|
|
|||
Share-based payment compensation
|
|
5,007
|
|
|
3,350
|
|
|
3,205
|
|
|||
Amortization of deferred revenue
|
|
(1,061
|
)
|
|
(728
|
)
|
|
(715
|
)
|
|||
Amortization of debt discount
|
|
575
|
|
|
2,121
|
|
|
181
|
|
|||
Amortization of deferred financing costs
|
|
609
|
|
|
305
|
|
|
—
|
|
|||
Gain on sale of investments
|
|
—
|
|
|
—
|
|
|
(3,628
|
)
|
|||
Gain from disposal of equipment
|
|
(416
|
)
|
|
—
|
|
|
—
|
|
|||
Asset impairments and write offs
|
|
—
|
|
|
809
|
|
|
1,446
|
|
|||
Loss on debt extinguishment
|
|
25,679
|
|
|
1,235
|
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
|
9,909
|
|
|
(21,292
|
)
|
|
(17,581
|
)
|
|||
Inventories
|
|
(3,676
|
)
|
|
4,277
|
|
|
6,980
|
|
|||
Prepaid expenses and other
|
|
(460
|
)
|
|
348
|
|
|
(493
|
)
|
|||
Deferred revenue
|
|
500
|
|
|
—
|
|
|
31
|
|
|||
Accounts payable and accrued liabilities
|
|
(15,447
|
)
|
|
16,768
|
|
|
(4,325
|
)
|
|||
Accrued dividends payable — Series B preferred stock
|
|
1,069
|
|
|
5,665
|
|
|
4,681
|
|
|||
Net cash provided by (used for) operating activities
|
|
(12,949
|
)
|
|
327
|
|
|
(37,896
|
)
|
|||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|||
Property and equipment additions
|
|
(11,096
|
)
|
|
(7,584
|
)
|
|
(7,578
|
)
|
|||
Proceeds from sale of short and long-term investments
|
|
—
|
|
|
—
|
|
|
19,356
|
|
|||
Proceeds from disposal of equipment
|
|
416
|
|
|
55
|
|
|
—
|
|
|||
Change in restricted cash and investments
|
|
2,861
|
|
|
99
|
|
|
(3,471
|
)
|
|||
Net cash provided by (used for) investing activities
|
|
(7,819
|
)
|
|
(7,430
|
)
|
|
8,307
|
|
|||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|||
Payments for repurchases of common stock
|
|
—
|
|
|
—
|
|
|
(937
|
)
|
|||
Payment on redemption of Series A preferred stock
|
|
—
|
|
|
—
|
|
|
(3,400
|
)
|
|||
Payment for Series B preferred stock and other issuance costs
|
|
—
|
|
|
—
|
|
|
(3,648
|
)
|
|||
Payment for deferred issuance costs
|
|
(306
|
)
|
|
(3,292
|
)
|
|
—
|
|
|||
Payment for Series B preferred stock dividends
|
|
(8,915
|
)
|
|
(2,500
|
)
|
|
—
|
|
|||
Payments for Series B preferred stock redemption
|
|
(40,853
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from exercise of stock options
|
|
1,828
|
|
|
357
|
|
|
729
|
|
|||
Proceeds from issuance of term loan
|
|
—
|
|
|
25,000
|
|
|
—
|
|
|||
Proceeds from issuance of common stock, net
|
|
55,500
|
|
|
17,009
|
|
|
—
|
|
|||
Net cash provided by (used for) financing activities
|
|
7,254
|
|
|
36,574
|
|
|
(7,256
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
(13,514
|
)
|
|
29,471
|
|
|
(36,845
|
)
|
|||
BEGINNING CASH AND CASH EQUIVALENTS
|
|
46,471
|
|
|
17,000
|
|
|
53,845
|
|
|||
ENDING CASH AND CASH EQUIVALENTS
|
|
$
|
32,957
|
|
|
$
|
46,471
|
|
|
$
|
17,000
|
|
|
|
For the Years Ended
|
||||||||||
|
|
January 28,
2012
|
|
January 29,
2011
|
|
January 30,
2010
|
||||||
Net loss available to common shareholders (a)
|
|
$
|
(48,064,000
|
)
|
|
$
|
(25,868,000
|
)
|
|
$
|
(14,698,000
|
)
|
Weighted average number of common shares outstanding using two-class method — Basic
|
|
46,451,000
|
|
|
33,326,000
|
|
|
32,538,000
|
|
|||
Dilutive effect of stock options, non-vested shares and warrants
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted average number of common shares outstanding — Diluted
|
|
46,451,000
|
|
|
33,326,000
|
|
|
32,538,000
|
|
|||
|
|
|
|
|
|
|
||||||
Net loss per common share
|
|
$
|
(1.03
|
)
|
|
$
|
(0.78
|
)
|
|
$
|
(0.45
|
)
|
Net loss per common share — assuming dilution
|
|
$
|
(1.03
|
)
|
|
$
|
(0.78
|
)
|
|
$
|
(0.45
|
)
|
|
|
Estimated
Useful Life
(In Years)
|
|
January 28, 2012
|
|
January 29, 2011
|
||||
Land and improvements
|
|
—
|
|
$
|
3,399,000
|
|
|
$
|
3,399,000
|
|
Buildings and improvements
|
|
5-40
|
|
23,283,000
|
|
|
22,462,000
|
|
||
Transmission and production equipment
|
|
5-10
|
|
8,416,000
|
|
|
8,292,000
|
|
||
Office and warehouse equipment
|
|
3-15
|
|
9,818,000
|
|
|
11,065,000
|
|
||
Computer hardware, software and telephone equipment
|
|
3-7
|
|
90,447,000
|
|
|
83,106,000
|
|
||
Leasehold improvements
|
|
3-5
|
|
2,733,000
|
|
|
3,105,000
|
|
||
Less — Accumulated depreciation
|
|
|
|
(110,104,000
|
)
|
|
(105,654,000
|
)
|
||
|
|
|
|
$
|
27,992,000
|
|
|
$
|
25,775,000
|
|
|
|
Weighted
|
|
January 28, 2012
|
|
January 29, 2011
|
||||||||||||
|
|
Average
Life
(Years)
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Definite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
NBCU trademark license renewal
|
|
1.0
|
|
$
|
4,166,000
|
|
|
$
|
(2,951,000
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
NBCU trademark license agreement
|
|
10.5
|
|
$
|
34,437,000
|
|
|
$
|
(34,437,000
|
)
|
|
$
|
34,437,000
|
|
|
$
|
(33,509,000
|
)
|
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
FCC broadcast license
|
|
|
|
$
|
23,111,000
|
|
|
|
|
|
$
|
23,111,000
|
|
|
|
|
|
|
January 28, 2012
|
|
January 29, 2011
|
||||
Accrued cable access fees
|
|
$
|
27,506,000
|
|
|
$
|
28,730,000
|
|
Accrued salaries and related
|
|
1,343,000
|
|
|
2,093,000
|
|
||
Reserve for product returns
|
|
4,544,000
|
|
|
4,522,000
|
|
||
Other
|
|
4,449,000
|
|
|
8,060,000
|
|
||
|
|
$
|
37,842,000
|
|
|
$
|
43,405,000
|
|
|
|
|
|
||||
|
|
|
|
||||
Series B preferred stock:
|
January 28, 2012
|
|
January 29, 2011
|
||||
Beginning balance
|
$
|
14,599,000
|
|
|
$
|
11,243,000
|
|
Total gains or losses:
|
|
|
|
||||
Included in earnings (interest expense)
|
575,000
|
|
|
2,121,000
|
|
||
Included in earnings (loss on debt extinguishment)
|
25,679,000
|
|
|
1,235,000
|
|
||
Purchases, issuances, and settlements
|
(40,853,000
|
)
|
|
—
|
|
||
Ending balance
|
$
|
—
|
|
|
$
|
14,599,000
|
|
|
|
January 28, 2012
|
|
January 29, 2011
|
||||
Series B preferred stock
|
|
$
|
—
|
|
|
$
|
40,853,000
|
|
Unamortized debt discount on Series B preferred stock
|
|
—
|
|
|
(26,254,000
|
)
|
||
Series B preferred stock, carrying value
|
|
$
|
—
|
|
|
$
|
14,599,000
|
|
Long-Term payable
|
|
$
|
—
|
|
|
$
|
4,894,000
|
|
|
Fiscal 2011
|
Fiscal 2010
|
Fiscal 2009
|
|
|
|
|
Expected volatility
|
88%-96%
|
80%-88%
|
66%-78%
|
Expected term (in years)
|
6 years
|
6 years
|
6 years
|
Risk-free interest rate
|
1.3%-2.7%
|
1.9%-3.3%
|
2.3%-3.4%
|
|
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 |
|
Other Non-
Qualified Stock Options |
|
Weighted
Average Exercise Price |
||||||||||||
Balance outstanding,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
January 29, 2011
|
—
|
|
|
$
|
—
|
|
|
2,374,000
|
|
|
$
|
5.72
|
|
|
1,746,000
|
|
|
$
|
5.97
|
|
|
525,000
|
|
|
$
|
3.58
|
|
Granted
|
160,000
|
|
|
$
|
2.25
|
|
|
285,000
|
|
|
$
|
7.52
|
|
|
—
|
|
|
$
|
—
|
|
|
150,000
|
|
|
$
|
6.44
|
|
Exercised
|
—
|
|
|
$
|
—
|
|
|
(268,000
|
)
|
|
$
|
4.31
|
|
|
(283,000
|
)
|
|
$
|
2.25
|
|
|
(8,000
|
)
|
|
$
|
2.02
|
|
Forfeited or canceled
|
—
|
|
|
$
|
—
|
|
|
(46,000
|
)
|
|
$
|
9.48
|
|
|
(237,000
|
)
|
|
$
|
9.52
|
|
|
(17,000
|
)
|
|
$
|
2.02
|
|
Balance outstanding,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
January 28, 2012
|
160,000
|
|
|
$
|
2.25
|
|
|
2,345,000
|
|
|
$
|
6.03
|
|
|
1,226,000
|
|
|
$
|
6.15
|
|
|
650,000
|
|
|
$
|
4.30
|
|
Options exercisable at:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
January 28, 2012
|
—
|
|
|
$
|
—
|
|
|
2,015,000
|
|
|
$
|
6.18
|
|
|
1,029,000
|
|
|
$
|
6.35
|
|
|
143,000
|
|
|
$
|
3.60
|
|
January 29, 2011
|
—
|
|
|
$
|
—
|
|
|
1,735,000
|
|
|
$
|
6.65
|
|
|
1,192,000
|
|
|
$
|
7.03
|
|
|
—
|
|
|
$
|
—
|
|
January 30, 2010
|
—
|
|
|
$
|
—
|
|
|
1,342,000
|
|
|
$
|
8.79
|
|
|
969,000
|
|
|
$
|
8.32
|
|
|
—
|
|
|
$
|
—
|
|
|
|
Options
|
|
Weighted
Average
Exercise
|
|
Weighted
Average
Remaining
Contractual
|
|
Aggregate
Intrinsic
|
|
Vested or
Expected to
|
|
Weighted
Average
Exercise
|
|
Weighted
Average
Remaining
Contractual
|
|
Aggregate
Intrinsic
|
||||||||||
Option Type
|
|
Outstanding
|
|
Price
|
|
Life (Years)
|
|
Value
|
|
Vest
|
|
Price
|
|
Life (Years)
|
|
Value
|
||||||||||
2011 Incentive:
|
|
160,000
|
|
|
$
|
2.25
|
|
|
9.9
|
|
$
|
—
|
|
|
144,000
|
|
|
$
|
2.25
|
|
|
9.9
|
|
$
|
—
|
|
2004 Incentive:
|
|
2,345,000
|
|
|
$
|
6.03
|
|
|
6.7
|
|
$
|
188,000
|
|
|
2,280,000
|
|
|
$
|
6.06
|
|
|
6.7
|
|
$
|
182,000
|
|
2001 Incentive:
|
|
1,226,000
|
|
|
$
|
6.15
|
|
|
6.4
|
|
$
|
—
|
|
|
1,204,000
|
|
|
$
|
6.19
|
|
|
6.3
|
|
$
|
—
|
|
Other Non-Qualified Incentive:
|
|
650,000
|
|
|
$
|
4.30
|
|
|
8.5
|
|
$
|
—
|
|
|
599,000
|
|
|
$
|
4.28
|
|
|
8.5
|
|
$
|
—
|
|
|
|
Shares
|
|
Weighted Average
Grant Date Fair
Value
|
|
Non-vested outstanding, January 29, 2011
|
|
40,000
|
|
|
$1.90
|
Granted
|
|
1,026,000
|
|
|
$4.40
|
Vested
|
|
(42,000
|
)
|
|
$2.17
|
Forfeited
|
|
(42,000
|
)
|
|
$4.49
|
Non-vested outstanding, January 28, 2012
|
|
982,000
|
|
|
$4.39
|
|
|
For the Years Ended
|
||||||||||
|
|
January 28, 2012
|
|
January 29, 2011
|
|
January 30, 2010
|
||||||
Jewelry & Watches
|
|
$
|
272,689
|
|
|
$
|
272,151
|
|
|
$
|
278,784
|
|
Home & Electronics
|
|
146,917
|
|
|
170,714
|
|
|
149,358
|
|
|||
Beauty, Health & Fitness
|
|
61,160
|
|
|
46,612
|
|
|
36,648
|
|
|||
Fashion & Accessories
|
|
34,947
|
|
|
30,815
|
|
|
27,084
|
|
|||
All other
|
|
42,681
|
|
|
41,981
|
|
|
35,999
|
|
|||
Total
|
|
$
|
558,394
|
|
|
$
|
562,273
|
|
|
$
|
527,873
|
|
|
|
January 28, 2012
|
|
January 29, 2011
|
||||
Accruals and reserves not currently deductible for tax purposes
|
|
$
|
4,663
|
|
|
$
|
6,747
|
|
Inventory capitalization
|
|
763
|
|
|
665
|
|
||
Basis differences in intangible assets
|
|
(3,709
|
)
|
|
(2,881
|
)
|
||
Differences in depreciation lives and methods
|
|
2,727
|
|
|
2,617
|
|
||
Differences in investments and other items
|
|
495
|
|
|
1,900
|
|
||
Net operating loss carryforwards
|
|
109,538
|
|
|
98,270
|
|
||
Valuation allowance
|
|
(114,477
|
)
|
|
(107,318
|
)
|
||
Net deferred tax asset
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
For the Years Ended
|
||||||||||
|
|
January 28, 2012
|
|
January 29, 2011
|
|
January 30, 2010
|
||||||
Current
|
|
$
|
(84,000
|
)
|
|
$
|
577,000
|
|
|
$
|
91,000
|
|
Deferred
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
$
|
(84,000
|
)
|
|
$
|
577,000
|
|
|
$
|
91,000
|
|
|
|
For the Years Ended
|
|||||||
|
|
January 28, 2012
|
|
January 29, 2011
|
|
January 30, 2010
|
|||
Taxes at federal statutory rates
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal tax benefit
|
|
0.4
|
|
|
1.3
|
|
|
1.9
|
|
Non-cash stock option vesting expense
|
|
(0.9
|
)
|
|
(3.7
|
)
|
|
(1.6
|
)
|
Non-deductible interest
|
|
(1.2
|
)
|
|
(10.6
|
)
|
|
(4.0
|
)
|
Non-deductible loss on debt extinguishment
|
|
(18.7
|
)
|
|
(1.6
|
)
|
|
—
|
|
Other
|
|
0.1
|
|
|
0.5
|
|
|
0.8
|
|
Valuation allowance and NOL carryforward benefits
|
|
(14.9
|
)
|
|
(18.7
|
)
|
|
(31.9
|
)
|
Effective tax rate
|
|
(0.2
|
)%
|
|
2.2
|
%
|
|
0.2
|
%
|
|
|
|
|
Fiscal Year
|
Amount
|
||
|
|
||
2012
|
$
|
97,782,000
|
|
2013
|
26,726,000
|
|
|
2014
|
22,255,000
|
|
|
2015
|
20,350,000
|
|
|
2016 and thereafter
|
—
|
|
|
|
|
|
Fiscal Year
|
Amount
|
||
|
|
||
2012
|
$
|
1,657,000
|
|
2013
|
1,105,000
|
|
|
2014
|
780,000
|
|
|
2015
|
780,000
|
|
|
2016 and thereafter
|
520,000
|
|
|
|
For the Years Ended
|
||||||||||
|
|
January 28, 2012
|
|
January 29, 2011
|
|
January 30, 2010
|
||||||
Supplemental cash flow information:
|
|
|
|
|
|
|
|
|
|
|||
Interest paid
|
|
$
|
3,320,000
|
|
|
$
|
647,000
|
|
|
$
|
11,000
|
|
Income taxes paid
|
|
$
|
98,000
|
|
|
$
|
100,000
|
|
|
$
|
43,000
|
|
Supplemental non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
||||
Common stock purchase warrants forfeited
|
|
$
|
35,000
|
|
|
$
|
35,000
|
|
|
$
|
34,000
|
|
Deferred financing costs included in accrued liabilities
|
|
$
|
53,000
|
|
|
$
|
4,000
|
|
|
$
|
414,000
|
|
Property and equipment purchases included in accounts payable
|
|
$
|
156,000
|
|
|
$
|
87,000
|
|
|
$
|
72,000
|
|
Issuance of 689,655 shares of common stock for license agreement
|
|
$
|
4,166,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accretion of redeemable Series A preferred stock
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
62,000
|
|
Issuance of Series B preferred stock
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,959,000
|
|
Excess of preferred stock carrying value over redemption value
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27,362,000
|
|
Redemption of Series A preferred stock
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40,854,000
|
|
Issuance of 6,000,000 common stock warrants
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
533,000
|
|
|
|
Balance at
January 30,
2010
|
|
Charges
|
|
Cash
Payments
|
|
Balance at
January 29,
2011
|
||||||||
Severance and retention
|
|
$
|
255,000
|
|
|
$
|
278,000
|
|
|
$
|
(533,000
|
)
|
|
$
|
—
|
|
Incremental restructuring charges
|
|
179,000
|
|
|
852,000
|
|
|
(1,031,000
|
)
|
|
—
|
|
||||
|
|
$
|
434,000
|
|
|
$
|
1,130,000
|
|
|
$
|
(1,564,000
|
)
|
|
$
|
—
|
|
|
/s/ KEITH R. STEWART
|
|
Keith R. Stewart
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
|
/s/ WILLIAM MCGRATH
|
|
William McGrath
|
|
Executive Vice President, Chief Financial Officer
|
|
(Principal Financial Officer)
|
•
|
Report of Independent Registered Public Accounting Firm
|
•
|
Consolidated Balance Sheets as of
January 28, 2012
and
January 29, 2011
|
•
|
Consolidated Statements of Operations for the Years Ended
January 28, 2012
,
January 29, 2011
and
January 30, 2010
|
•
|
Consolidated Statements of Shareholders’ Equity for the Years Ended
January 28, 2012
,
January 29, 2011
and
January 30, 2010
|
•
|
Consolidated Statements of Cash Flows for the Years Ended
January 28, 2012
,
January 29, 2011
and
January 30, 2010
|
•
|
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, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Allowance for doubtful accounts
|
|
$
|
5,643,000
|
|
|
11,876,000
|
|
|
(11,881,000
|
)
|
|
(1)
|
|
$
|
5,638,000
|
|
Reserve for returns
|
|
$
|
4,522,000
|
|
|
64,503,000
|
|
|
(64,481,000
|
)
|
|
(2)
|
|
$
|
4,544,000
|
|
For the year ended January 29, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Allowance for doubtful accounts
|
|
$
|
4,819,000
|
|
|
9,321,000
|
|
|
(8,497,000
|
)
|
|
(1)
|
|
$
|
5,643,000
|
|
Reserve for returns
|
|
$
|
2,742,000
|
|
|
49,335,000
|
|
|
(47,555,000
|
)
|
|
(2)
|
|
$
|
4,522,000
|
|
For the year ended January 30, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Allowance for doubtful accounts
|
|
$
|
6,063,000
|
|
|
6,813,000
|
|
|
(8,057,000
|
)
|
|
(1)
|
|
$
|
4,819,000
|
|
Reserve for returns
|
|
$
|
2,770,000
|
|
|
49,276,000
|
|
|
(49,304,000
|
)
|
|
(2)
|
|
$
|
2,742,000
|
|
(1)
|
Write off of uncollectible receivables, net of recoveries.
|
(2)
|
Refunds or credits on products returned.
|
|
|
|
|
By:
|
/s/ KEITH R. STEWART
|
|
|
|
|
|
Name
|
|
Title
|
||
|
|
|
|
|
|
|
|
||
/s/ KEITH R. STEWART
|
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
||
Keith R. Stewart
|
|
|
||
|
|
|
||
/s/ WILLIAM MCGRATH
|
|
Executive Vice President, Chief Financial Officer
(Principal Financial Officer)
|
||
William McGrath
|
|
|
||
|
|
|
||
/s/ RANDY S. RONNING
|
|
Chairman of the Board
|
||
Randy S. Ronning
|
|
|
||
|
|
|
||
/s/ JOSEPH F. BERARDINO
|
|
Director
|
||
Joseph F. Berardino
|
|
|
||
|
|
|
||
/s/ JOHN D. BUCK
|
|
Director
|
||
John D. Buck
|
|
|
||
|
|
|
||
|
|
Director
|
||
Catherine Dunleavy
|
|
|
||
|
|
|
||
/s/ WILLIAM EVANS
|
|
Director
|
||
William Evans
|
|
|
||
|
|
|
||
/s/ EDWIN GARRUBBO
|
|
Director
|
||
Edwin Garrubbo
|
|
|
||
|
|
|
||
/s/ PATRICK KOCSI
|
|
Director
|
||
Patrick Kocsi
|
|
|
||
|
|
|
||
/s/ SEAN ORR
|
|
Director
|
||
Sean Orr
|
|
|
|
|
|
Exhibit No.
|
Description
|
Method of Filing
|
23
|
Consent of Independent Registered Public Accounting Firm
|
Filed herewith
|
24
|
Powers of Attorney
|
Included with signature pages
|
31.1
|
Certification
|
Filed herewith
|
31.2
|
Certification
|
Filed herewith
|
32
|
Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
|
Filed herewith
|
101.INS
|
XBRL Instance Document
|
Filed herewith
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
Filed herewith
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
Filed herewith
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
Filed herewith
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
Filed herewith
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
Filed herewith
|
†
|
Management compensatory plan/arrangement.
|
A
|
Incorporated herein by reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q dated April 30, 2011 filed on June 7, 2011, File No. 0-20243.
|
B
|
Incorporated herein by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K dated September 27, 2010, filed on September 27, 2010, File No. 0-20243.
|
C
|
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.
|
D
|
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.
|
E
|
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, File No. 0-20243.
|
F
|
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, File No. 0-20243.
|
G
|
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.
|
H
|
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.
|
I
|
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.
|
J
|
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.
|
K
|
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.
|
L
|
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.
|
M
|
Incorporated herein by reference to Exhibit 10 to the Registrant's Current Report on Form 8-K dated June 21, 2006, filed on June 26, 2006, File No. 0-20243.
|
N
|
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.
|
O
|
Incorporated herein by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K dated August 25, 2008, filed on August 28, 2008, File No. 0-20243.
|
P
|
Incorporated herein by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K dated February 19, 2010, filed on February 23, 2010, File No. 0-20243.
|
Q
|
Incorporated herein by reference to Exhibit 10.16 to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 30, 2010, filed on April 15, 2010, File No. 0-20243.
|
R
|
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.
|
S
|
Incorporated herein by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K dated February 25, 2009, filed on February 26, 2009, File No. 0-20243.
|
T
|
Incorporated herein by reference to Exhibit 10.23 to the Registrant's Current Report on Form 8-K dated February 25, 2009, filed on February 26, 2009, File No. 0-20243.
|
U
|
Incorporated herein by reference to Exhibit 10.25 to the Registrant's Annual Report on Form 10-K for the fiscal year ended January 29, 2011, File No. 0-20243.
|
V
|
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.
|
W
|
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.
|
Name of Optionee:**[_______________________]
|
||
No. of Shares Covered:**[_______]
|
Grant Date:__________, 20__
|
|
Exercise Price Per Share:$**[______]
|
Expiration Date:__________, 20__
|
|
Vesting and Exercise Schedule:
|
||
Dates
|
Number of Shares as to Which
Option Becomes Vested and Exercisable
|
1.
|
Non-Qualified Stock Option
. This Option is intended to be an “incentive stock option” within the meaning of Section 422 of the Code and will be interpreted accordingly. If, to any extent, this Option fails to qualify as an “incentive stock option” for any reason, this Option will, to that extent, be treated as a Non-Statutory or Non-Qualified Stock Option.
|
2.
|
Vesting and Exercise Schedule
. This Option will vest and become exercisable as to the portion of Shares and on the dates specified in the Vesting and Exercise Schedule on the cover page to this Agreement, so long as your Service to the Company does not end. The Vesting and Exercise Schedule is cumulative, meaning that to the extent the Option has not already been exercised and has not expired, terminated or been cancelled, you or the person otherwise entitled to exercise the Option as provided in this Agreement may at any time purchase all or any portion of the Shares that may then be purchased under that Schedule.
|
3.
|
Expiration
. This Option will expire and will no longer be exercisable at 5:00 p.m. Central Time on the earliest of:
|
(a)
|
the Expiration Date specified on the cover page of this Agreement;
|
(b)
|
upon your termination of Service for Cause;
|
(c)
|
upon the expiration of any applicable period specified in Sections 6(e), which provides in part that upon termination of Service for any reason other than Cause, death or Disability, the currently vested and exercisable portion of this Options may be exercised for a period of three months after the date of such termination, and 12(b)(4) of the Plan during which this Option may be exercised after your termination of Service; or
|
(d)
|
the date (if any) fixed for termination or cancellation of this Option pursuant to Sections 12(b)(2), (b)(3), (c) or (d) of the Plan.
|
4.
|
Service Requirement
. Except as otherwise provided in Sections 6(e) and 12(b)(4) of the Plan, this Option may be exercised only while you continue to provide Service to the Company or any Affiliate, and only if you have continuously provided such Service since the date this Option was granted.
|
5.
|
Exercise of Option
. Subject to Section 4, the vested and exercisable portion of this Option may be exercised by delivering written or electronic notice of exercise to the Company at the principal executive office of the Company, to the attention of the Company's Corporate Secretary or the party designated by such officer (which written or electronic notice will state the number of Shares to be purchased, the manner in which the exercise price will be paid and the manner in which the Shares to be acquired are to be delivered, and must be signed or otherwise authenticated by the person exercising this Option), or by such other means as the Committee may approve. If the person exercising this Option is not the Optionee, he/she also must submit appropriate proof of his/her right to exercise this Option.
|
6.
|
Payment of Exercise Price
. When you submit your notice of exercise, you must include payment of the exercise price of the Shares being purchased through one or a combination of the following methods:
|
7.
|
Tax Consequences
. You hereby acknowledge that if any Shares received pursuant to the exercise of any portion of this Option are sold within two years from the Grant Date or within one year from the effective date of exercise of this Option, or if certain other requirements of the Internal Revenue Code are not satisfied, such Shares will be deemed under the Code not to have been acquired by you pursuant to an “incentive stock option” as defined in the Code. You agree to promptly notify the Company if you sell any Shares received upon the exercise of this Option within the time periods specified in the previous sentence. The Company shall not be liable to you if this Option for any reason is deemed not to be an “incentive stock option” within the meaning of the Code.
|
8.
|
Delivery of Shares
. As soon as practicable after the Company receives the notice and exercise price provided for above, and determines that all conditions to exercise, including Section 7 of this Agreement, have been satisfied, it will arrange for the delivery of the Shares being purchased in accordance with the delivery instructions indicated in such notice. The Company will pay any original issue or transfer taxes with respect to the issue and transfer of the Shares to you, and all fees and expenses incurred by it in connection therewith. All Shares so issued will be fully paid and nonassessable.
|
9.
|
Transfer of Option
. During your lifetime, only you (or your guardian or legal representative in the event of legal incapacity) may exercise this Option except in the case of a transfer described below. You may not assign or transfer this Option other than a transfer upon your death in accordance with your will, by the laws of descent and distribution or pursuant to a beneficiary designation submitted in accordance with Section 6(d) of the Plan. Following any such transfer, this Option shall continue to be subject to the same terms and conditions that were applicable to this Option immediately prior to its transfer and may be exercised by such permitted transferee as and to the extent that this Option has become exercisable and has not terminated in accordance with the provisions of the Plan and this Agreement.
|
10.
|
No Shareholder Rights Before Exercise
. Neither you nor any permitted transferee of this Option will have any of the rights of a shareholder of the Company with respect to any Shares subject to this Option until an appropriate book entry in the Company's stock register has been made or a certificate evidencing such Shares has been issued. No adjustments shall be made for dividends or other rights if the applicable record date occurs before an appropriate book entry has been made or your stock certificate has been issued, except as otherwise described in the Plan.
|
11.
|
Discontinuance of Service
. This Agreement does not give you a right to continued Service with the Company or any Affiliate, and the Company or any such Affiliate may terminate your Service at any time and otherwise deal with you without regard to the effect it may have upon you under this Agreement.
|
12.
|
Governing Plan Document
. This Agreement and Option are subject to all the provisions of the Plan, and to all interpretations, rules and regulations which may, from time to time, be adopted and promulgated by the Committee pursuant to the Plan. If there is any conflict between the provisions of this Agreement and the Plan, the provisions of the Plan will govern.
|
13.
|
Choice of Law
. This Agreement will be interpreted and enforced under the laws of the state of Minnesota (without regard to its conflicts or choice of law principles).
|
14.
|
Binding Effect
. This Agreement will be binding in all respects on your heirs, representatives, successors and assigns, and on the successors and assigns of the Company.
|
15.
|
Notices
. Every notice or other communication relating to this Agreement shall be in writing and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided. Unless and until some other address is so designated, all notices or communications by you to the Company shall be mailed or delivered to the Company at its office at 6740 Shady Oak Road, Eden Prairie, MN 55344, fax 952-943-6111, and all notices or communications by the Company to you may be given to you personally or may be mailed to you at the address indicated in the Company's records as your most recent mailing address.
|
Name of Optionee:**[_______________________]
|
||
No. of Shares Covered:**[_______]
|
Grant Date:__________, 20__
|
|
Exercise Price Per Share:$**[______]
|
Expiration Date:__________, 20__
|
|
Vesting and Exercise Schedule:
|
||
Dates
|
Number of Shares as to Which
Option Becomes Vested and Exercisable
|
1.
|
Non-Qualified Stock Option
. This Option is
not
intended to be an “incentive stock option” within the meaning of Section 422 of the Code and will be interpreted accordingly.
|
2.
|
Vesting and Exercise Schedule
. This Option will vest and become exercisable as to the portion of Shares and on the dates specified in the Vesting and Exercise Schedule on the cover page to this Agreement, so long as your Service to the Company does not end. The Vesting and Exercise Schedule is cumulative, meaning that to the extent the Option has not already been exercised and has not expired, terminated or been cancelled, you or the person otherwise entitled to exercise the Option as provided in this Agreement may at any time purchase all or any portion of the Shares that may then be purchased under that Schedule.
|
3.
|
Expiration
. This Option will expire and will no longer be exercisable at 5:00 p.m. Central Time on the earliest of:
|
(a)
|
the Expiration Date specified on the cover page of this Agreement;
|
(b)
|
upon your termination of Service for Cause;
|
(c)
|
upon the expiration of any applicable period specified in Sections 6(e), which provides in part that upon termination of Service for any reason other than Cause, death or Disability, the currently vested and exercisable portion of this Options may be exercised for a period of three months after the date of such termination, and 12(b)(4) of the Plan during which this Option may be exercised after your termination of Service; or
|
(d)
|
the date (if any) fixed for termination or cancellation of this Option pursuant to Sections 12(b)(2), (b)(3), (c) or (d) of the Plan.
|
4.
|
Service Requirement
. Except as otherwise provided in Sections 6(e) and 12(b)(4) of the Plan, this Option may be exercised only while you continue to provide Service to the Company or any Affiliate, and only if you have continuously provided such Service since the date this Option was granted.
|
5.
|
Exercise of Option
. Subject to Section 4, the vested and exercisable portion of this Option may be exercised by delivering written or electronic notice of exercise to the Company at the principal executive office of the Company, to the attention of the Company's Corporate Secretary or the party designated by such officer (which written or electronic notice will state the number of Shares to be purchased, the manner in which the exercise price will be paid and the manner in which the Shares to be acquired are to be delivered, and must be signed or otherwise authenticated by the person exercising this Option), or by such other means as the Committee may approve. If the person exercising this Option is not the Optionee, he/she also must submit appropriate proof of his/her right to exercise this Option.
|
6.
|
Payment of Exercise Price
. When you submit your notice of exercise, you must include payment of the exercise price of the Shares being purchased through one or a combination of the following methods:
|
7.
|
Withholding Taxes
. You may not exercise this Option in whole or in part unless you make arrangements acceptable to the Company for payment of any federal, state, local or foreign withholding taxes that may be due as a result of the exercise of this Option. You hereby authorize the Company (or any Affiliate) to withhold from payroll or other amounts payable to you any sums required to satisfy such withholding tax obligations, and otherwise agree to satisfy such obligations in accordance with the provisions of Section 14 of the Plan. If you wish to satisfy some or all of such withholding tax obligations by delivering Shares you already own or by having the Company retain a portion of the Shares being acquired upon exercise of the Option, you must make such a request which shall be subject to approval by the Company. Delivery of Shares upon exercise of this Option is subject to the satisfaction of applicable withholding tax obligations.
|
8.
|
Delivery of Shares
. As soon as practicable after the Company receives the notice and exercise price provided for above, and determines that all conditions to exercise, including Section 7 of this Agreement, have been satisfied, it will arrange for the delivery of the Shares being purchased in accordance with the delivery instructions indicated in such notice. The Company will pay any original issue or transfer taxes with respect to the issue and transfer of the Shares to you, and all fees and expenses incurred by it in connection therewith. All Shares so issued will be fully paid and nonassessable. Notwithstanding anything to the contrary in this Agreement, the Company will not be required to issue or deliver any
|
9.
|
Transfer of Option
. During your lifetime, only you (or your guardian or legal representative in the event of legal incapacity) may exercise this Option except in the case of a transfer described below. You may not assign or transfer this Option other than (i) a transfer upon your death in accordance with your will, by the laws of descent and distribution or pursuant to a beneficiary designation submitted in accordance with Section 6(d) of the Plan, or (ii) pursuant to a qualified domestic relations order. Following any such transfer, this Option shall continue to be subject to the same terms and conditions that were applicable to this Option immediately prior to its transfer and may be exercised by such permitted transferee as and to the extent that this Option has become exercisable and has not terminated in accordance with the provisions of the Plan and this Agreement.
|
10.
|
No Shareholder Rights Before Exercise
. Neither you nor any permitted transferee of this Option will have any of the rights of a shareholder of the Company with respect to any Shares subject to this Option until an appropriate book entry in the Company's stock register has been made or a certificate evidencing such Shares has been issued. No adjustments shall be made for dividends or other rights if the applicable record date occurs before an appropriate book entry has been made or your stock certificate has been issued, except as otherwise described in the Plan.
|
11.
|
Discontinuance of Service
. This Agreement does not give you a right to continued Service with the Company or any Affiliate, and the Company or any such Affiliate may terminate your Service at any time and otherwise deal with you without regard to the effect it may have upon you under this Agreement.
|
12.
|
Governing Plan Document
. This Agreement and Option are subject to all the provisions of the Plan, and to all interpretations, rules and regulations which may, from time to time, be adopted and promulgated by the Committee pursuant to the Plan. If there is any conflict between the provisions of this Agreement and the Plan, the provisions of the Plan will govern.
|
13.
|
Choice of Law
. This Agreement will be interpreted and enforced under the laws of the state of Minnesota (without regard to its conflicts or choice of law principles).
|
14.
|
Binding Effect
. This Agreement will be binding in all respects on your heirs, representatives, successors and assigns, and on the successors and assigns of the Company.
|
15.
|
Notices
. Every notice or other communication relating to this Agreement shall be in writing and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided. Unless and until some other address is so designated, all notices or communications by you to the Company shall be mailed or delivered to the Company at its office at 6740 Shady Oak Road, Eden Prairie, MN 55344, fax 952‑943‑6111, and all notices or communications by the Company to you may be given to you personally or may be mailed to you at the address indicated in the Company's records as your most recent mailing address.
|
Name
|
|
State of Incorporation or Organization
|
ValueVision Interactive, Inc.
|
|
Minnesota
|
VVI Fulfillment Center, Inc.
|
|
Minnesota
|
ValueVision Media Acquisitions, Inc.
|
|
Delaware
|
ValueVision Retail, Inc.
|
|
Delaware
|
Iosota, Inc.
|
|
Delaware
|
FanBuzz, Inc.
|
|
Delaware
|
FanBuzz Retail, Inc.
|
|
Delaware
|
Norwell Television, LLC
|
|
Delaware
|
1.
|
I have reviewed this report on Form 10-K of ValueVision Media, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.
|
/s/
Keith R. Stewart
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Keith R. Stewart
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Chief Executive Officer
(Principal Executive Officer)
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1.
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I have reviewed this report on Form 10-K of ValueVision Media, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.
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/s/
William McGrath
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William McGrath
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Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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•
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the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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•
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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April 5, 2012
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/s/
Keith R. Stewart
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Keith R. Stewart
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Chief Executive Officer
(Principal Executive Officer)
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Date:
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April 5, 2012
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/s/
William McGrath
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William McGrath
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Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
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