|
|
|
|
R
|
Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
|
|
|
|
|
for the quarterly period ended
|
August 3, 2013
|
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
|
|
|
August 3,
2013 |
|
February 2,
2013 |
||||
|
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
32,360
|
|
|
$
|
26,477
|
|
Restricted cash and investments
|
2,100
|
|
|
2,100
|
|
||
Accounts receivable, net
|
84,739
|
|
|
98,360
|
|
||
Inventories
|
48,965
|
|
|
37,155
|
|
||
Prepaid expenses and other
|
7,357
|
|
|
6,620
|
|
||
Total current assets
|
175,521
|
|
|
170,712
|
|
||
Property & equipment, net
|
24,302
|
|
|
24,665
|
|
||
FCC broadcasting license
|
12,000
|
|
|
12,000
|
|
||
NBC trademark license agreement, net
|
1,998
|
|
|
3,997
|
|
||
Other assets
|
857
|
|
|
725
|
|
||
|
$
|
214,678
|
|
|
$
|
212,099
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
64,427
|
|
|
$
|
65,719
|
|
Accrued liabilities
|
31,977
|
|
|
30,596
|
|
||
Deferred revenue
|
85
|
|
|
85
|
|
||
Total current liabilities
|
96,489
|
|
|
96,400
|
|
||
Deferred revenue
|
378
|
|
|
420
|
|
||
Deferred tax liability
|
580
|
|
|
—
|
|
||
Long term credit facility
|
38,000
|
|
|
38,000
|
|
||
Total liabilities
|
135,447
|
|
|
134,820
|
|
||
Commitments and contingencies
|
|
|
|
||||
Shareholders' equity:
|
|
|
|
||||
Common stock, $.01 per share par value, 100,000,000 shares authorized; 49,455,336
and 49,139,361 shares issued and outstanding |
494
|
|
|
491
|
|
||
Warrants to purchase 6,000,000 shares of common stock
|
533
|
|
|
533
|
|
||
Additional paid-in capital
|
408,969
|
|
|
407,244
|
|
||
Accumulated deficit
|
(330,765
|
)
|
|
(330,989
|
)
|
||
Total shareholders' equity
|
79,231
|
|
|
77,279
|
|
||
|
$
|
214,678
|
|
|
$
|
212,099
|
|
|
For the Three-Month
|
|
For the Six-Month
|
||||||||||||
|
Periods Ended
|
|
Periods Ended
|
||||||||||||
|
August 3,
2013 |
|
July 28,
2012 |
|
August 3,
2013 |
|
July 28,
2012 |
||||||||
Net sales
|
$
|
148,564
|
|
|
$
|
135,179
|
|
|
$
|
299,918
|
|
|
$
|
271,728
|
|
Cost of sales
|
92,907
|
|
|
83,499
|
|
|
187,228
|
|
|
169,016
|
|
||||
Gross profit
|
55,657
|
|
|
51,680
|
|
|
112,690
|
|
|
102,712
|
|
||||
Operating expense:
|
|
|
|
|
|
|
|
||||||||
Distribution and selling
|
46,542
|
|
|
47,181
|
|
|
92,794
|
|
|
95,546
|
|
||||
General and administrative
|
6,177
|
|
|
4,537
|
|
|
12,069
|
|
|
9,204
|
|
||||
Depreciation and amortization
|
3,098
|
|
|
3,424
|
|
|
6,303
|
|
|
6,852
|
|
||||
Total operating expense
|
55,817
|
|
|
55,142
|
|
|
111,166
|
|
|
111,602
|
|
||||
Operating income (loss)
|
(160
|
)
|
|
(3,462
|
)
|
|
1,524
|
|
|
(8,890
|
)
|
||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest income
|
3
|
|
|
4
|
|
|
14
|
|
|
4
|
|
||||
Interest expense
|
(348
|
)
|
|
(384
|
)
|
|
(726
|
)
|
|
(3,192
|
)
|
||||
Loss on debt extinguishment
|
—
|
|
|
—
|
|
|
—
|
|
|
(500
|
)
|
||||
Total other expense
|
(345
|
)
|
|
(380
|
)
|
|
(712
|
)
|
|
(3,688
|
)
|
||||
Income (loss) before income taxes
|
(505
|
)
|
|
(3,842
|
)
|
|
812
|
|
|
(12,578
|
)
|
||||
Income tax provision
|
(294
|
)
|
|
(3
|
)
|
|
(588
|
)
|
|
(6
|
)
|
||||
Net income (loss)
|
$
|
(799
|
)
|
|
$
|
(3,845
|
)
|
|
$
|
224
|
|
|
$
|
(12,584
|
)
|
Net income (loss) per common share
|
$
|
(0.02
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
—
|
|
|
$
|
(0.26
|
)
|
Net income (loss) per common share — assuming dilution
|
$
|
(0.02
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
—
|
|
|
$
|
(0.26
|
)
|
Weighted average number of common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
49,406,562
|
|
|
48,853,619
|
|
|
49,316,539
|
|
|
48,745,892
|
|
||||
Diluted
|
49,406,562
|
|
|
48,853,619
|
|
|
55,206,943
|
|
|
48,745,892
|
|
|
Common Stock
|
|
|
|
Common
Stock
Purchase
Warrants
|
|
Additional
Paid-In
Capital
|
|
|
|
Total
Shareholders'
Equity
|
|||||||||||
|
Number
of Shares
|
|
Par
Value
|
|
|
|
Accumulated
Deficit
|
|
||||||||||||||
BALANCE, February 2, 2013
|
49,139,361
|
|
|
$
|
491
|
|
|
$
|
533
|
|
|
$
|
407,244
|
|
|
$
|
(330,989
|
)
|
|
$
|
77,279
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
224
|
|
|
224
|
|
|||||
Common stock issuances pursuant to equity compensation plans
|
315,975
|
|
|
3
|
|
|
—
|
|
|
75
|
|
|
—
|
|
|
78
|
|
|||||
Share-based payment compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
1,650
|
|
|
—
|
|
|
1,650
|
|
|||||
BALANCE, August 3, 2013
|
49,455,336
|
|
|
$
|
494
|
|
|
$
|
533
|
|
|
$
|
408,969
|
|
|
$
|
(330,765
|
)
|
|
$
|
79,231
|
|
|
For the Six-Month
|
||||||
|
Periods Ended
|
||||||
|
August 3,
2013 |
|
July 28,
2012 |
||||
OPERATING ACTIVITIES:
|
|
|
|
||||
Net income (loss)
|
$
|
224
|
|
|
$
|
(12,584
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating
activities: |
|
|
|
||||
Depreciation and amortization
|
6,402
|
|
|
6,952
|
|
||
Share-based payment compensation
|
1,650
|
|
|
1,677
|
|
||
Amortization of deferred revenue
|
(43
|
)
|
|
(43
|
)
|
||
Amortization of deferred financing costs
|
101
|
|
|
118
|
|
||
Write-off of deferred financing costs
|
—
|
|
|
2,306
|
|
||
Loss on debt extinguishment
|
—
|
|
|
500
|
|
||
Deferred income taxes
|
580
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable, net
|
13,621
|
|
|
3,171
|
|
||
Inventories, net
|
(11,810
|
)
|
|
(2,108
|
)
|
||
Prepaid expenses and other
|
(706
|
)
|
|
(1,000
|
)
|
||
Accounts payable and accrued liabilities
|
2,705
|
|
|
1,256
|
|
||
Net cash provided by operating activities
|
12,724
|
|
|
245
|
|
||
INVESTING ACTIVITIES:
|
|
|
|
||||
Property and equipment additions
|
(3,825
|
)
|
|
(3,031
|
)
|
||
Purchase of NBC trademark license
|
(2,830
|
)
|
|
(4,000
|
)
|
||
Net cash used for investing activities
|
(6,655
|
)
|
|
(7,031
|
)
|
||
FINANCING ACTIVITIES:
|
|
|
|
||||
Payments for deferred issuance costs
|
(264
|
)
|
|
(545
|
)
|
||
Proceeds from issuance of long term debt
|
—
|
|
|
38,215
|
|
||
Payments on long term debt
|
—
|
|
|
(25,715
|
)
|
||
Proceeds from exercise of stock options
|
78
|
|
|
69
|
|
||
Net cash provided by (used for) financing activities
|
(186
|
)
|
|
12,024
|
|
||
Net increase in cash and cash equivalents
|
5,883
|
|
|
5,238
|
|
||
BEGINNING CASH AND CASH EQUIVALENTS
|
26,477
|
|
|
32,957
|
|
||
ENDING CASH AND CASH EQUIVALENTS
|
$
|
32,360
|
|
|
$
|
38,195
|
|
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
||||
Interest paid
|
$
|
625
|
|
|
$
|
1,338
|
|
Income taxes paid
|
$
|
16
|
|
|
$
|
27
|
|
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
||||
Property and equipment purchases included in accounts payable
|
$
|
262
|
|
|
$
|
165
|
|
Intangible asset purchase included in accrued liabilities
|
$
|
—
|
|
|
$
|
2,830
|
|
|
Weighted
Average Life (Years) |
|
August 3, 2013
|
|
February 2, 2013
|
||||||||||||
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|||||||||
Finite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
||||||||
NBCU trademark license - second renewal
|
1.7
|
|
$
|
6,830,000
|
|
|
$
|
(4,832,000
|
)
|
|
$
|
6,830,000
|
|
|
$
|
(2,833,000
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
||||||||
FCC broadcast license
|
|
|
$
|
12,000,000
|
|
|
|
|
$
|
12,000,000
|
|
|
|
|
Fiscal 2013
|
|
Fiscal 2012
|
Expected volatility
|
100%
|
|
97%
|
Expected term (in years)
|
6 years
|
|
6 years
|
Risk-free interest rate
|
1.1% - 1.8%
|
|
1.0% - 1.1%
|
|
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,
February 2, 2013 |
2,500,000
|
|
|
$
|
3.73
|
|
|
2,098,000
|
|
|
$
|
6.23
|
|
|
1,169,000
|
|
|
$
|
5.88
|
|
|
525,000
|
|
|
$
|
4.12
|
|
Granted
|
120,000
|
|
|
$
|
3.61
|
|
|
50,000
|
|
|
$
|
3.73
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Exercised
|
—
|
|
|
$
|
—
|
|
|
(10,000
|
)
|
|
$
|
2.36
|
|
|
(10,000
|
)
|
|
$
|
2.36
|
|
|
(17,000
|
)
|
|
$
|
1.69
|
|
Forfeited or canceled
|
—
|
|
|
$
|
—
|
|
|
(2,000
|
)
|
|
$
|
11.41
|
|
|
(7,000
|
)
|
|
$
|
1.67
|
|
|
—
|
|
|
$
|
—
|
|
Balance outstanding,
August 3, 2013 |
2,620,000
|
|
|
$
|
3.75
|
|
|
2,136,000
|
|
|
$
|
6.19
|
|
|
1,152,000
|
|
|
$
|
5.94
|
|
|
508,000
|
|
|
$
|
4.20
|
|
Options exercisable at
August 3, 2013
|
83,000
|
|
|
$
|
2.23
|
|
|
2,069,000
|
|
|
$
|
6.14
|
|
|
1,152,000
|
|
|
$
|
5.94
|
|
|
388,000
|
|
|
$
|
4.15
|
|
|
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, February 3, 2013
|
772,000
|
|
|
$3.00
|
Granted
|
44,000
|
|
|
$5.15
|
Vested
|
(278,000
|
)
|
|
$5.52
|
Forfeited
|
(13,000
|
)
|
|
$2.09
|
Non-vested outstanding, August 3, 2013
|
525,000
|
|
|
$1.87
|
|
|
Three-Month Periods Ended
|
|
Six-Month Periods Ended
|
||||||||||||
|
|
August 3,
2013 |
|
July 28,
2012 |
|
August 3,
2013 |
|
July 28,
2012 |
||||||||
Net income (loss) (a)
|
|
$
|
(799,000
|
)
|
|
$
|
(3,845,000
|
)
|
|
$
|
224,000
|
|
|
$
|
(12,584,000
|
)
|
Weighted average number of shares of common stock outstanding — Basic
|
|
49,406,562
|
|
|
48,853,619
|
|
|
49,316,539
|
|
|
48,745,892
|
|
||||
Dilutive effect of stock options, non-vested shares and warrants (b)
|
|
—
|
|
|
—
|
|
|
5,890,404
|
|
|
—
|
|
||||
Weighted average number of shares of common stock outstanding — Diluted
|
|
49,406,562
|
|
|
48,853,619
|
|
|
55,206,943
|
|
|
48,745,892
|
|
||||
Net income (loss) per common share
|
|
$
|
(0.02
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
—
|
|
|
$
|
(0.26
|
)
|
Net income (loss) per common share — assuming dilution
|
|
$
|
(0.02
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
—
|
|
|
$
|
(0.26
|
)
|
|
|
Three-Month Periods Ended
|
|
Six-Month Periods Ended
|
||||||||||||
|
|
August 3,
2013 |
|
July 28,
2012 |
|
August 3,
2013 |
|
July 28,
2012 |
||||||||
Jewelry & Watches
|
|
$
|
65,083
|
|
|
$
|
68,842
|
|
|
$
|
131,267
|
|
|
$
|
140,413
|
|
Home & Consumer Electronics
|
|
38,026
|
|
|
32,123
|
|
|
79,976
|
|
|
59,726
|
|
||||
Beauty, Health & Fitness
|
|
16,573
|
|
|
16,391
|
|
|
35,136
|
|
|
34,450
|
|
||||
Fashion & Accessories
|
|
15,629
|
|
|
9,673
|
|
|
28,426
|
|
|
19,801
|
|
||||
All other (primarily shipping & handling revenue)
|
|
13,253
|
|
|
8,150
|
|
|
25,113
|
|
|
17,338
|
|
||||
Total
|
|
$
|
148,564
|
|
|
$
|
135,179
|
|
|
$
|
299,918
|
|
|
$
|
271,728
|
|
|
|
For the Three-Month
|
|
For the Six-Month
|
||||
|
|
Periods Ended
|
|
Periods Ended
|
||||
|
|
August 3,
2013 |
|
July 28,
2012 |
|
August 3,
2013 |
|
July 28,
2012 |
Merchandise Category
|
|
|
|
|
|
|
|
|
Jewelry & Watches
|
|
48%
|
|
54%
|
|
48%
|
|
55%
|
Home & Consumer Electronics
|
|
28%
|
|
25%
|
|
29%
|
|
23%
|
Beauty, Health & Fitness
|
|
12%
|
|
13%
|
|
13%
|
|
14%
|
Fashion & Accessories
|
|
12%
|
|
8%
|
|
10%
|
|
8%
|
|
|
Dollar Amount as a
Percentage of Net Sales for the
|
|
Dollar Amount as a
Percentage of Net Sales for the
|
||||||
|
|
Three-Month Periods Ended
|
|
Six-Month Periods Ended
|
||||||
|
|
August 3,
2013 |
|
July 28,
2012 |
|
August 3,
2013 |
|
July 28,
2012 |
||
Net sales
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0%
|
|
100.0%
|
|
|
|
|
|
|
|
|
|
||
Gross margin
|
|
37.5
|
%
|
|
38.2
|
%
|
|
37.6%
|
|
37.8%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
||
Distribution and selling
|
|
31.3
|
%
|
|
34.9
|
%
|
|
30.9%
|
|
35.2%
|
General and administrative
|
|
4.2
|
%
|
|
3.4
|
%
|
|
4.0%
|
|
3.4%
|
Depreciation and amortization
|
|
2.1
|
%
|
|
2.5
|
%
|
|
2.1%
|
|
2.5%
|
|
|
37.6
|
%
|
|
40.8
|
%
|
|
37.0%
|
|
41.1%
|
Operating income (loss)
|
|
(0.1
|
)%
|
|
(2.6
|
)%
|
|
0.6%
|
|
(3.3)%
|
|
For the Three-Month
|
|
For the Six-Month
|
||||||||||||
|
Periods Ended
|
|
Periods Ended
|
||||||||||||
|
August 3,
2013 |
|
July 28,
2012 |
|
Change
|
|
August 3,
2013 |
|
July 28,
2012 |
|
Change
|
||||
Program Distribution
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total homes (average 000's)
|
86,538
|
|
|
82,342
|
|
|
5%
|
|
85,670
|
|
81,932
|
|
5%
|
||
Merchandise Metrics
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross margin %
|
37.5
|
%
|
|
38.2
|
%
|
|
-70 bps
|
|
37.6%
|
|
37.8%
|
|
-20 bps
|
||
Net shipped units (000's)
|
1,627
|
|
|
1,239
|
|
|
31%
|
|
3,124
|
|
2,584
|
|
21%
|
||
Average selling price
|
$
|
83
|
|
|
$
|
102
|
|
|
(19)%
|
|
$87
|
|
$98
|
|
(11)%
|
Return rate
|
22.5
|
%
|
|
21.6
|
%
|
|
+90 bps
|
|
22.5%
|
|
21.4%
|
|
+110 bps
|
||
Internet net sales % (a)
|
45.1
|
%
|
|
45.4
|
%
|
|
-30 bps
|
|
45.7%
|
|
45.7%
|
|
—
|
||
Total Customers - 12 Month Rolling (000's)
|
1,201
|
|
|
1,084
|
|
|
11%
|
|
N/A
|
|
N/A
|
|
|
|
|
For the Three-Month
|
|
For the Six-Month
|
||||||||||||
|
|
Periods Ended
|
|
Periods Ended
|
||||||||||||
|
|
August 3,
2013 |
|
July 28,
2012 |
|
August 3,
2013 |
|
July 28,
2012 |
||||||||
Adjusted EBITDA (a)
|
|
$
|
3,780
|
|
|
$
|
698
|
|
|
$
|
9,576
|
|
|
$
|
(261
|
)
|
Less:
|
|
|
|
|
|
|
|
|
||||||||
Debt extinguishment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(500
|
)
|
||||
Non-cash share-based compensation expense
|
|
(791
|
)
|
|
(686
|
)
|
|
(1,650
|
)
|
|
(1,677
|
)
|
||||
EBITDA (as defined)
|
|
2,989
|
|
|
12
|
|
|
7,926
|
|
|
(2,438
|
)
|
||||
A reconciliation of EBITDA to net income (loss) is as follows:
|
|
|
|
|
|
|
|
|
||||||||
EBITDA (as defined)
|
|
2,989
|
|
|
12
|
|
|
7,926
|
|
|
(2,438
|
)
|
||||
Adjustments:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
|
(3,149
|
)
|
|
(3,474
|
)
|
|
(6,402
|
)
|
|
(6,952
|
)
|
||||
Interest income
|
|
3
|
|
|
4
|
|
|
14
|
|
|
4
|
|
||||
Interest expense
|
|
(348
|
)
|
|
(384
|
)
|
|
(726
|
)
|
|
(3,192
|
)
|
||||
Income taxes
|
|
(294
|
)
|
|
(3
|
)
|
|
(588
|
)
|
|
(6
|
)
|
||||
Net income (loss)
|
|
$
|
(799
|
)
|
|
$
|
(3,845
|
)
|
|
$
|
224
|
|
|
$
|
(12,584
|
)
|
|
VALUEVISION MEDIA, INC.
|
September 6, 2013
|
/s/ KEITH R. STEWART
|
|
Keith R. Stewart
|
|
Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
September 6, 2013
|
/s/ WILLIAM MCGRATH
|
|
William McGrath
|
|
Executive Vice President, Chief Financial Officer
(Principal Financial Officer)
|
Exhibit
No.
|
|
Description
|
|
Manner of Filing
|
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
|
|
Second Amendment to Revolving Credit and Security Agreement, dated July 30, 2013, among ValueVision Media, Inc., as the lead borrower, certain of its subsidiaries party thereto as borrowers, PNC Bank, National Association, as agent for the lenders
|
|
Filed herewith
|
|
|
|
|
|
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
|
(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.
|
VALUEVISION MEDIA, INC.
|
/s/ William McGrath
|
William McGrath
|
Chief Financial Officer
|
|
VALUEVISION INTERACTIVE, INC.
|
/s/ William McGrath
|
William McGrath
|
Chief Financial Officer
|
|
VALUEVISION MEDIA ACQUISITIONS, INC.
|
/s/ William McGrath
|
William McGrath
|
Chief Financial Officer
|
|
VALUEVISION RETAIL, INC.
|
/s/ William McGrath
|
William McGrath
|
Chief Financial Officer
|
PNC BANK, NATIONAL ASSOCIATION,
|
as lender and as Agent
|
/s/ Sherry Winick
|
Sherry Winick
|
Vice President
|
|
Address: 200 South Wacker Drive, Suite 600
|
Chicago, Illinois 60606
|
Commitment Percentage: 100%
|
|
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:
|
September 6, 2013
|
/s/
Keith R. Stewart
|
|
|
Keith R. Stewart
|
|
|
Chief Executive Officer
|
|
|
|
Date:
|
September 6, 2013
|
/s/
William McGrath
|
|
|
William McGrath
|
|
|
Executive Vice President and Chief Financial Officer
|