|
|
|
|
R
|
Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
|
|
|
|
|
for the quarterly period ended
|
October 27, 2012
|
Minnesota
|
|
41-1673770
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
Large accelerated filer
o
|
Accelerated filer
R
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
o
|
|
|
|
Page
|
|
|
|
|
Item 4.
Mine Safety Disclosures
|
|
EX- 10.1
|
|
EX-31.1
|
|
EX-31.2
|
|
EX-32
|
|
EX-101.INS
|
|
EX-101.SCH
|
|
EX-101.CAL
|
|
EX-101.DEF
|
|
EX-101.LAB
|
|
EX-101.PRE
|
|
|
|
|
||||||
|
|
|
||||||
|
|
October 27,
2012 |
|
January 28,
2012 |
||||
|
|
|
|
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
30,509
|
|
|
$
|
32,957
|
|
Restricted cash and investments
|
|
2,100
|
|
|
2,100
|
|
||
Accounts receivable, net
|
|
83,418
|
|
|
80,274
|
|
||
Inventories
|
|
53,884
|
|
|
43,476
|
|
||
Prepaid expenses and other
|
|
5,363
|
|
|
4,464
|
|
||
Total current assets
|
|
175,274
|
|
|
163,271
|
|
||
Property & equipment, net
|
|
25,587
|
|
|
27,992
|
|
||
FCC broadcasting license
|
|
23,111
|
|
|
23,111
|
|
||
NBC trademark license agreement, net
|
|
4,997
|
|
|
1,215
|
|
||
Other assets
|
|
833
|
|
|
2,871
|
|
||
|
|
$
|
229,802
|
|
|
$
|
218,460
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
70,806
|
|
|
$
|
53,437
|
|
Accrued liabilities
|
|
32,652
|
|
|
37,842
|
|
||
Deferred revenue
|
|
85
|
|
|
85
|
|
||
Total current liabilities
|
|
103,543
|
|
|
91,364
|
|
||
Deferred revenue
|
|
442
|
|
|
507
|
|
||
Term loan
|
|
—
|
|
|
25,000
|
|
||
Long term credit facility
|
|
38,000
|
|
|
—
|
|
||
Total liabilities
|
|
141,985
|
|
|
116,871
|
|
||
Commitments and Contingencies
|
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
|
||||
Common stock, $.01 per share par value, 100,000,000 shares authorized; 48,939,486 and 48,560,205 shares issued and outstanding
|
|
490
|
|
|
486
|
|
||
Warrants to purchase 6,007,372 shares of common stock
|
|
567
|
|
|
567
|
|
||
Additional paid-in capital
|
|
406,332
|
|
|
403,849
|
|
||
Accumulated deficit
|
|
(319,572
|
)
|
|
(303,313
|
)
|
||
Total shareholders’ equity
|
|
87,817
|
|
|
101,589
|
|
||
|
|
$
|
229,802
|
|
|
$
|
218,460
|
|
|
|
For the Three-Month
|
|
For the Nine-Month
|
||||||||||||
|
|
Periods Ended
|
|
Periods Ended
|
||||||||||||
|
|
October 27,
2012 |
|
October 29,
2011 |
|
October 27,
2012 |
|
October 29,
2011 |
||||||||
Net sales
|
|
$
|
137,592
|
|
|
$
|
135,187
|
|
|
$
|
409,320
|
|
|
$
|
410,857
|
|
Cost of sales
|
|
86,802
|
|
|
84,945
|
|
|
255,818
|
|
|
255,955
|
|
||||
Gross profit
|
|
50,790
|
|
|
50,242
|
|
|
153,502
|
|
|
154,902
|
|
||||
Operating expense:
|
|
|
|
|
|
|
|
|
||||||||
Distribution and selling
|
|
46,762
|
|
|
47,577
|
|
|
142,308
|
|
|
140,366
|
|
||||
General and administrative
|
|
4,242
|
|
|
4,824
|
|
|
13,446
|
|
|
14,796
|
|
||||
Depreciation and amortization
|
|
3,174
|
|
|
3,210
|
|
|
10,026
|
|
|
9,278
|
|
||||
Total operating expense
|
|
54,178
|
|
|
55,611
|
|
|
165,780
|
|
|
164,440
|
|
||||
Operating loss
|
|
(3,388
|
)
|
|
(5,369
|
)
|
|
(12,278
|
)
|
|
(9,538
|
)
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
|
||||||||
Interest income
|
|
7
|
|
|
17
|
|
|
11
|
|
|
61
|
|
||||
Interest expense
|
|
(379
|
)
|
|
(982
|
)
|
|
(3,571
|
)
|
|
(4,528
|
)
|
||||
Gain on sale of assets
|
|
100
|
|
|
—
|
|
|
100
|
|
|
—
|
|
||||
Loss on debt extinguishment
|
|
—
|
|
|
—
|
|
|
(500
|
)
|
|
(25,679
|
)
|
||||
Total other expense
|
|
(272
|
)
|
|
(965
|
)
|
|
(3,960
|
)
|
|
(30,146
|
)
|
||||
Loss before income taxes
|
|
(3,660
|
)
|
|
(6,334
|
)
|
|
(16,238
|
)
|
|
(39,684
|
)
|
||||
Income tax provision
|
|
(15
|
)
|
|
(16
|
)
|
|
(21
|
)
|
|
(52
|
)
|
||||
Net loss
|
|
$
|
(3,675
|
)
|
|
$
|
(6,350
|
)
|
|
$
|
(16,259
|
)
|
|
$
|
(39,736
|
)
|
Net loss per common share
|
|
$
|
(0.08
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
(0.87
|
)
|
Net loss per common share — assuming dilution
|
|
$
|
(0.08
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
(0.87
|
)
|
Weighted average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
48,931,464
|
|
|
48,472,205
|
|
|
48,807,749
|
|
|
45,752,867
|
|
||||
Diluted
|
|
48,931,464
|
|
|
48,472,205
|
|
|
48,807,749
|
|
|
45,752,867
|
|
|
|
Common Stock
|
|
|
|
Common
Stock
Purchase
Warrants
|
|
Additional
Paid-In
Capital
|
|
|
|
Total Shareholders'
Equity
|
|||||||||||
|
|
Number
of Shares
|
|
Par
Value
|
|
|
|
Accumulated
Deficit
|
|
||||||||||||||
BALANCE, January 28, 2012
|
|
48,560,205
|
|
|
$
|
486
|
|
|
$
|
567
|
|
|
$
|
403,849
|
|
|
$
|
(303,313
|
)
|
|
$
|
101,589
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,259
|
)
|
|
(16,259
|
)
|
|||||
Common stock issuances pursuant to equity compensation plans
|
|
379,281
|
|
|
4
|
|
|
—
|
|
|
80
|
|
|
—
|
|
|
84
|
|
|||||
Share-based payment compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,403
|
|
|
—
|
|
|
2,403
|
|
|||||
BALANCE, October 27, 2012
|
|
48,939,486
|
|
|
$
|
490
|
|
|
$
|
567
|
|
|
$
|
406,332
|
|
|
$
|
(319,572
|
)
|
|
$
|
87,817
|
|
|
|
For the Nine-Month
|
||||||
|
|
Periods Ended
|
||||||
|
|
October 27,
2012 |
|
October 29,
2011 |
||||
OPERATING ACTIVITIES:
|
|
|
|
|
||||
Net loss
|
|
$
|
(16,259
|
)
|
|
$
|
(39,736
|
)
|
Adjustments to reconcile net loss to net cash used for operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
10,176
|
|
|
9,478
|
|
||
Share-based payment compensation
|
|
2,403
|
|
|
3,737
|
|
||
Write-off of deferred financing costs
|
|
2,306
|
|
|
—
|
|
||
Amortization of deferred revenue
|
|
(65
|
)
|
|
(547
|
)
|
||
Amortization of debt discount
|
|
—
|
|
|
575
|
|
||
Amortization of deferred financing costs
|
|
184
|
|
|
453
|
|
||
Loss on debt extinguishment
|
|
500
|
|
|
25,679
|
|
||
Gain from disposal of assets
|
|
(102
|
)
|
|
(412
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable, net
|
|
(3,144
|
)
|
|
2,663
|
|
||
Inventories, net
|
|
(10,408
|
)
|
|
(15,881
|
)
|
||
Prepaid expenses and other
|
|
(852
|
)
|
|
(798
|
)
|
||
Accounts payable and accrued liabilities
|
|
9,465
|
|
|
(3,669
|
)
|
||
Accrued dividends payable — Series B preferred stock
|
|
—
|
|
|
1,069
|
|
||
Net cash used for operating activities
|
|
(5,796
|
)
|
|
(17,389
|
)
|
||
INVESTING ACTIVITIES:
|
|
|
|
|
||||
Property and equipment additions
|
|
(4,786
|
)
|
|
(9,101
|
)
|
||
Purchase of NBC Trademark License
|
|
(4,000
|
)
|
|
—
|
|
||
Proceeds from disposal of assets
|
|
102
|
|
|
412
|
|
||
Net cash used for investing activities
|
|
(8,684
|
)
|
|
(8,689
|
)
|
||
FINANCING ACTIVITIES:
|
|
|
|
|
||||
Payment for Series B preferred stock redemption
|
|
—
|
|
|
(40,854
|
)
|
||
Payment for Series B preferred stock dividends
|
|
—
|
|
|
(8,915
|
)
|
||
Payments for deferred issuance costs
|
|
(552
|
)
|
|
(94
|
)
|
||
Proceeds from issuance of long term debt
|
|
38,215
|
|
|
—
|
|
||
Payments on long term debt
|
|
(25,715
|
)
|
|
—
|
|
||
Proceeds from exercise of stock options
|
|
84
|
|
|
1,712
|
|
||
Proceeds from issuance of common stock, net
|
|
—
|
|
|
55,500
|
|
||
Net cash provided by financing activities
|
|
12,032
|
|
|
7,349
|
|
||
Net decrease in cash and cash equivalents
|
|
(2,448
|
)
|
|
(18,729
|
)
|
||
BEGINNING CASH AND CASH EQUIVALENTS
|
|
32,957
|
|
|
46,471
|
|
||
ENDING CASH AND CASH EQUIVALENTS
|
|
$
|
30,509
|
|
|
$
|
27,742
|
|
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
||||
Interest paid
|
|
$
|
1,651
|
|
|
$
|
2,617
|
|
Income taxes paid
|
|
$
|
27
|
|
|
$
|
60
|
|
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
|
||||
Property and equipment purchases included in accounts payable
|
|
$
|
92
|
|
|
$
|
551
|
|
Intangible asset purchase included in accrued liabilities
|
|
$
|
2,830
|
|
|
$
|
—
|
|
Issuance of 689,655 shares of common stock for license agreement
|
|
$
|
—
|
|
|
$
|
4,166
|
|
|
|
Weighted
Average Life (Years) |
|
October 27, 2012
|
|
January 28, 2012
|
||||||||||||
|
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|||||||||
Finite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||
NBC trademark license - second renewal
|
|
1.7
|
|
$
|
6,830,000
|
|
|
$
|
(1,833,000
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
NBC trademark license - first renewal
|
|
1.0
|
|
$
|
4,166,000
|
|
|
$
|
(4,166,000
|
)
|
|
$
|
4,166,000
|
|
|
$
|
(2,951,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||
FCC broadcast license
|
|
|
|
$
|
23,111,000
|
|
|
|
|
$
|
23,111,000
|
|
|
|
|
Fiscal 2012
|
|
Fiscal 2011
|
Expected volatility
|
97 - 98%
|
|
88 - 93%
|
Expected term (in years)
|
6 years
|
|
6 years
|
Risk-free interest rate
|
1.0%
|
|
1.7% - 2.7%
|
|
Fair Value (Per Share)
|
|
Derived Service Period
|
|||
Tranche 1 ($6.00/share)
|
$
|
0.93
|
|
|
15
|
months
|
Tranche 2 ($8.00/share)
|
$
|
0.95
|
|
|
20
|
months
|
Tranche 3 ($10.00/share)
|
$
|
0.95
|
|
|
24
|
months
|
|
|
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 28, 2012
|
|
160,000
|
|
|
$
|
2.25
|
|
|
2,345,000
|
|
|
$
|
6.03
|
|
|
1,226,000
|
|
|
$
|
6.15
|
|
|
650,000
|
|
|
$
|
4.30
|
|
Granted
|
|
2,225,000
|
|
|
$
|
3.92
|
|
|
20,000
|
|
|
$
|
1.70
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Exercised
|
|
—
|
|
|
$
|
—
|
|
|
(81,000
|
)
|
|
$
|
1.03
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Forfeited or canceled
|
|
(10,000
|
)
|
|
$
|
1.62
|
|
|
(143,000
|
)
|
|
$
|
6.80
|
|
|
(47,000
|
)
|
|
$
|
13.49
|
|
|
(125,000
|
)
|
|
$
|
5.06
|
|
Balance outstanding, October 27, 2012
|
|
2,375,000
|
|
|
$
|
3.81
|
|
|
2,141,000
|
|
|
$
|
6.13
|
|
|
1,179,000
|
|
|
$
|
5.86
|
|
|
525,000
|
|
|
$
|
4.12
|
|
Options exercisable at October 27, 2012
|
|
33,000
|
|
|
$
|
2.63
|
|
|
2,007,000
|
|
|
$
|
6.03
|
|
|
1,143,000
|
|
|
$
|
5.75
|
|
|
270,000
|
|
|
$
|
3.87
|
|
Option Type
|
|
Options
Outstanding |
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Life (Years) |
|
Aggregate
Intrinsic Value |
|
Vested or
Expected to Vest |
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Life (Years) |
|
Aggregate
Intrinsic Value |
||||||||||
2011 Incentive:
|
|
2,375,000
|
|
|
$
|
3.81
|
|
|
10.0
|
|
$
|
35,000
|
|
|
2,353,000
|
|
|
$
|
3.83
|
|
|
10.0
|
|
$
|
31,000
|
|
2004 Incentive:
|
|
2,141,000
|
|
|
$
|
6.13
|
|
|
6.1
|
|
$
|
244,000
|
|
|
2,127,000
|
|
|
$
|
6.12
|
|
|
6.0
|
|
$
|
244,000
|
|
2001 Incentive:
|
|
1,179,000
|
|
|
$
|
5.86
|
|
|
5.8
|
|
$
|
33,000
|
|
|
1,176,000
|
|
|
$
|
5.87
|
|
|
5.8
|
|
$
|
33,000
|
|
Non-Qualified:
|
|
525,000
|
|
|
$
|
4.12
|
|
|
7.7
|
|
$
|
27,000
|
|
|
500,000
|
|
|
$
|
4.10
|
|
|
7.7
|
|
$
|
26,000
|
|
|
Fair Value (Per Share)
|
|
Derived Service Period
|
||
Tranche 1 ($6.00/share)
|
1.48
|
|
|
15
|
months
|
Tranche 2 ($8.00/share)
|
1.39
|
|
|
20
|
months
|
Tranche 3 ($10.00/share)
|
1.31
|
|
|
24
|
months
|
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Non-vested outstanding, January 28, 2012
|
|
982,000
|
|
|
$
|
4.39
|
|
Granted
|
|
382,000
|
|
|
$
|
1.52
|
|
Vested
|
|
(298,000
|
)
|
|
$
|
6.52
|
|
Forfeited
|
|
(80,000
|
)
|
|
$
|
2.92
|
|
Non-vested outstanding, October 27, 2012
|
|
986,000
|
|
|
$
|
2.76
|
|
|
|
Three-Month Periods Ended
|
|
Nine-Month Periods Ended
|
||||||||||||
|
|
October 27,
2012 |
|
October 29,
2011 |
|
October 27,
2012 |
|
October 29,
2011 |
||||||||
Net loss (a)
|
|
$
|
(3,675,000
|
)
|
|
$
|
(6,350,000
|
)
|
|
$
|
(16,259,000
|
)
|
|
$
|
(39,736,000
|
)
|
Weighted average number of shares of common stock outstanding — Basic
|
|
48,931,464
|
|
|
48,472,205
|
|
|
48,807,749
|
|
|
45,752,867
|
|
||||
Dilutive effect of stock options, non-vested shares and warrants (b)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Weighted average number of shares of common stock outstanding — Diluted
|
|
48,931,464
|
|
|
48,472,205
|
|
|
48,807,749
|
|
|
45,752,867
|
|
||||
Net loss per common share
|
|
$
|
(0.08
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
(0.87
|
)
|
Net loss per common share — assuming dilution
|
|
$
|
(0.08
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
(0.87
|
)
|
|
|
Three-Month Periods Ended
|
|
Nine-Month Periods Ended
|
||||||||||||
|
|
October 27,
2012 |
|
October 29,
2011 |
|
October 27,
2012 |
|
October 29,
2011 |
||||||||
Jewelry & Watches
|
|
$
|
63,975
|
|
|
$
|
62,141
|
|
|
$
|
204,388
|
|
|
$
|
198,172
|
|
Home & Consumer Electronics
|
|
35,056
|
|
|
35,724
|
|
|
94,782
|
|
|
110,559
|
|
||||
Beauty, Health & Fitness
|
|
19,558
|
|
|
17,047
|
|
|
54,008
|
|
|
46,674
|
|
||||
Fashion & Accessories
|
|
8,995
|
|
|
10,464
|
|
|
28,796
|
|
|
23,851
|
|
||||
All other
|
|
10,008
|
|
|
9,811
|
|
|
27,346
|
|
|
31,601
|
|
||||
Total
|
|
$
|
137,592
|
|
|
$
|
135,187
|
|
|
$
|
409,320
|
|
|
$
|
410,857
|
|
|
|
For the Three-Month
|
|
For the Nine-Month
|
||||||
|
|
Periods Ended
|
|
Periods Ended
|
||||||
|
|
October 27,
2012 |
|
October 29,
2011 |
|
October 27,
2012 |
|
October 29,
2011 |
||
Merchandise Mix
|
|
|
|
|
|
|
|
|
||
Jewelry & Watches
|
|
50%
|
|
50%
|
|
53
|
%
|
|
52
|
%
|
Home & Consumer Electronics
|
|
28%
|
|
28%
|
|
25
|
%
|
|
29
|
%
|
Beauty, Health & Fitness
|
|
15%
|
|
14%
|
|
14
|
%
|
|
13
|
%
|
Fashion & Accessories
|
|
7%
|
|
8%
|
|
8
|
%
|
|
6
|
%
|
|
|
Dollar Amount as a
Percentage of Net Sales for the
|
|
Dollar Amount as a
Percentage of Net Sales for the
|
||||||||
|
|
Three-Month Periods Ended
|
|
Nine-Month Periods Ended
|
||||||||
|
|
October 27,
2012 |
|
October 29,
2011 |
|
October 27,
2012 |
|
October 29,
2011 |
||||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Gross margin
|
|
36.9
|
%
|
|
37.2
|
%
|
|
37.5
|
%
|
|
37.7
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
||||
Distribution and selling
|
|
34.0
|
%
|
|
35.2
|
%
|
|
34.8
|
%
|
|
34.2
|
%
|
General and administrative
|
|
3.1
|
%
|
|
3.6
|
%
|
|
3.3
|
%
|
|
3.6
|
%
|
Depreciation and amortization
|
|
2.3
|
%
|
|
2.4
|
%
|
|
2.4
|
%
|
|
2.3
|
%
|
|
|
39.4
|
%
|
|
41.2
|
%
|
|
40.5
|
%
|
|
40.1
|
%
|
Operating loss
|
|
(2.5
|
)%
|
|
(4.0
|
)%
|
|
(3.0
|
)%
|
|
(2.4
|
)%
|
|
|
For the Three-Month
|
|
For the Nine-Month
|
||||||||||||||||||
|
|
Periods Ended
|
|
Periods Ended
|
||||||||||||||||||
|
|
October 27,
2012 |
|
October 29,
2011 |
|
Change
|
|
October 27, 2012
|
|
October 29, 2011
|
|
Change
|
||||||||||
Program Distribution
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Homes (Average 000’s)
|
|
83,268
|
|
|
80,728
|
|
|
3.1
|
%
|
|
82,366
|
|
|
79,366
|
|
|
3.8
|
%
|
||||
Merchandise Metrics
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross Margin %
|
|
36.9
|
%
|
|
37.2
|
%
|
|
-30 bps
|
|
|
37.5
|
%
|
|
37.7
|
%
|
|
-20 bps
|
|||||
Net Shipped Units (000’s)
|
|
1,273
|
|
|
1,188
|
|
|
7.2
|
%
|
|
3,857
|
|
|
3,480
|
|
|
10.8
|
%
|
||||
Average Selling Price
|
|
$
|
100
|
|
|
$
|
105
|
|
|
(4.8
|
)%
|
|
$
|
99
|
|
|
$
|
108
|
|
|
(8.3
|
)%
|
Return Rate
|
|
23.5
|
%
|
|
24.6
|
%
|
|
-110 bps
|
|
|
22.1
|
%
|
|
22.8
|
%
|
|
-70 bps
|
|||||
Internet Net Sales % (a)
|
|
44.8
|
%
|
|
44.1
|
%
|
|
+70 bps
|
|
|
45.4
|
%
|
|
45.0
|
%
|
|
+40 bps
|
|
|
For the Three-Month
|
|
For the Nine-Month
|
||||||||||||
|
|
Periods Ended
|
|
Periods Ended
|
||||||||||||
|
|
October 27,
2012 |
|
October 29,
2011 |
|
October 27,
2012 |
|
October 29,
2011 |
||||||||
Adjusted EBITDA (as defined)
|
|
$
|
561
|
|
|
$
|
(537
|
)
|
|
$
|
301
|
|
|
$
|
3,677
|
|
Less:
|
|
|
|
|
|
|
|
|
||||||||
Loss on debt extinguishment
|
|
—
|
|
|
—
|
|
|
(500
|
)
|
|
(25,679
|
)
|
||||
Gain on sale of assets
|
|
100
|
|
|
—
|
|
|
100
|
|
|
—
|
|
||||
Non-cash share-based compensation expense
|
|
(725
|
)
|
|
(1,561
|
)
|
|
(2,403
|
)
|
|
(3,737
|
)
|
||||
EBITDA (as defined)
|
|
(64
|
)
|
|
(2,098
|
)
|
|
(2,502
|
)
|
|
(25,739
|
)
|
||||
A reconciliation of EBITDA to net loss is as follows:
|
|
|
|
|
|
|
|
|
||||||||
EBITDA (as defined)
|
|
(64
|
)
|
|
(2,098
|
)
|
|
(2,502
|
)
|
|
(25,739
|
)
|
||||
Adjustments:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
|
(3,224
|
)
|
|
(3,271
|
)
|
|
(10,176
|
)
|
|
(9,478
|
)
|
||||
Interest income
|
|
7
|
|
|
17
|
|
|
11
|
|
|
61
|
|
||||
Interest expense
|
|
(379
|
)
|
|
(982
|
)
|
|
(3,571
|
)
|
|
(4,528
|
)
|
||||
Income tax provision
|
|
(15
|
)
|
|
(16
|
)
|
|
(21
|
)
|
|
(52
|
)
|
||||
Net loss
|
|
$
|
(3,675
|
)
|
|
$
|
(6,350
|
)
|
|
$
|
(16,259
|
)
|
|
$
|
(39,736
|
)
|
|
VALUEVISION MEDIA, INC.
|
November 29, 2012
|
/s/ KEITH R. STEWART
|
|
Keith R. Stewart
|
|
Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
November 29, 2012
|
/s/ WILLIAM MCGRATH
|
|
William McGrath
|
|
Executive Vice President, Chief Financial Officer
(Principal Financial Officer)
|
Exhibit
Number
|
|
Exhibit
|
|
Filed by
|
|||
3.1
|
|
|
|
Articles of Incorporation of the Registrant, as amended
|
|
Incorporated by reference (1)
|
|
|
|
|
|
|
|
|
|
3.2
|
|
|
|
Amended and Restated By-Laws, as amended
|
|
Incorporated by reference (2)
|
|
|
|
|
|
|
|
|
|
10.1
|
|
|
|
Form of Performance Stock Option Award Agreement (Executive Officers)
|
|
Filed Electronically
|
|
|
|
|
|
under the 2011 Omnibus Incentive Plan
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
|
|
Certification
|
|
Filed Electronically
|
|
|
|
|
|
|
|
|
|
31.2
|
|
|
|
Certification
|
|
Filed Electronically
|
|
|
|
|
|
|
|
|
|
32
|
|
|
|
Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
|
|
Filed Electronically
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
Filed Electronically
|
|||
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
Filed Electronically
|
|||
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
Filed Electronically
|
|||
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
Filed Electronically
|
|||
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
Filed Electronically
|
|||
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
Filed Electronically
|
(1)
|
Incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q dated April 30, 2011 filed on June 7, 2011, File No. 000-20243.
|
(2)
|
Incorporated herein by reference to the Registrant's Current Report on Form 8-K dated September 21, 2010, filed on September 27, 2010, File No. 000-20243.
|
Name of Optionee:**[_______________________]
|
||
Option Shares:**[_______]
|
Grant Date:__________, 20__
|
|
Exercise Price Per Share:$**[4.00]
|
Expiration Date:__________, 20__
|
|
Vesting and Exercise Schedule:
|
||
Dates
Date Average Closing Price equals or exceeds $6.00
Date Average Closing Price equals or exceeds $8.00
Date Average Closing Price equals or exceeds $10.00
|
Number of Option Shares as to Which
Option Becomes Vested and Exercisable
[50%] (First Tranche)
[25%] (Second Tranche)
[25%] (Third Tranche)
|
(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 post-termination exercise period specified in Section 6(e) of the Plan or Section 10(b) of this Agreement; or
|
(e)
|
the date (if any) fixed for termination or cancellation of this Option pursuant to Section 10(c) of this Agreement.
|
(d)
|
by having the Company withhold a number of Shares that would otherwise be delivered to you upon exercise, such number of Shares to be withheld having an aggregate Fair Market Value on the date of exercise equal to the purchase price of the Option Shares for which the Option is being exercised.
|
1.
|
I have reviewed this report on Form 10-Q 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
|
Keith R. Stewart
|
Chief Executive Officer
(Principal Executive Officer)
|
|
1.
|
I have reviewed this report on Form 10-Q 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/
William McGrath
|
William McGrath
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
•
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
November 29, 2012
|
/s/
Keith R. Stewart
|
|
|
Keith R. Stewart
|
|
|
Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
Date:
|
November 29, 2012
|
/s/
William McGrath
|
|
|
William McGrath
|
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|