8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

March 17, 2011

Date of report (Date of earliest event reported)

VALUEVISION MEDIA, INC.

(Exact Name of Registrant as Specified in its Charter)

Minnesota	0-20243	41-1673770
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6740 Shady Oak Road Eden Prairie, Minnesota	55344-3433
(Address of Principal Executive Offices)	(Zip Code)

(952) 943-6000
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

          Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

     On March 17, 2011, we issued a press release disclosing our results of operations and financial condition for our fourth fiscal quarter and fiscal year ended January 29, 2011. In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in that filing.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits

          99 Press Release dated March 17, 2011

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VALUEVISION MEDIA, INC.
Date: March 17, 2011	/s/ Teresa Dery
	Teresa Dery
	Interim General Counsel

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EXHIBIT INDEX

No.	Description	Manner of Filing
99	Press Release dated March 17, 2011	Filed Electronically

EX-99

Exhibit 99

ValueVision Q4 2010 Net Sales Rose 15.2% to $178.8 million;

Adjusted EBITDA Rose to $8.0 million vs. a Loss of $1.3 million

2010 Net Sales Rose 6.5% to $562.3 million and Adjusted EBITDA
Improved to a Positive $2.4 million vs. a Loss of $19.4 million

Q4 ’10 Progress Across Key Operating Metrics:

• Net Sales Increased 15.2% to $178.8M

• Adjusted EBITDA of $8.0M vs. ($1.3M)

• Net Shipped Units Rose 4.3%

• Gross Margin Rose 90 bps to 33.3%

• New Customers Rose 10.9%; Active Customers Rose 12.0% on 12 month rolling basis

• Internet Sales Penetration Rose 510 bps to 44.0%

MINNEAPOLIS, MN, March 17, 2011 — ValueVision Media, Inc. (NASDAQ: VVTV), a premium interactive retailer via TV, Internet and mobile, operating under the “ShopNBC” brand, today announced improved operating results for its fiscal fourth quarter (Q4 2010) and year ended January 29, 2011 (FY 2010). ValueVision will host a conference call and webcast to review its results at 11:00 a.m. ET today, details below.

SUMMARY RESULTS AND KEY OPERATING METRICS
($ Millions, except average price points)

	Three months ended									Twelve months ended
	1/29/2011			1/30/2010			Change			1/29/2011			1/30/2010			Change
	Q4 ‘10			Q4 ‘09						FY 2010			FY 2009
Net Sales	$	178.8		$	155.3			15.2	%	$	562.3		$	527.9			6.5	%
EBITDA, as adjusted	$	8.0		$	(1.3	)		+ $9.3		$	2.4		$	(19.4	)		+ $21.8
Net Loss	$	(1.4	)	$	(8.8	)		+ $7.4		$	(25.9	)	$	(42.0	)		+ $16.1
Homes (Average 000s)		77,498			74,701			3.7	%		76,437			73,576			3.9	%
Net Shipped Units (000s)		1,585			1,519			4.3	%		5,175			4,537			14.1	%
Average Price Point	$	105		$	96			8.9	%	$	101		$	108			-6.5	%
Return Rate %		18.7	%		19.0	%	-30 bps				19.8	%		21.0	%	-120 bps
Gross Margin %		33.3	%		32.4	%	90 bps				35.5	%		32.9	%	260 bps
Internet Net Sales %		44.0	%		38.9	%	510 bps				41.2	%		33.7	%	750 bps
New Customers - 12 month rolling		N/A			N/A						580,117			523,314			10.9	%
Active Customers - 12 month rolling		N/A			N/A						1,144,028			1,021,725			12.0	%

“Continued merchandising improvements and operating discipline yielded another quarter of double digit sales gains and gross margin improvement, with an over $9 million improvement in Adjusted EBITDA in Q4 2010 versus last year,” said Keith Stewart, CEO of ValueVision Media. “Our full year performance highlights progress in each of our key operating metrics, including new and active customers, Internet sales penetration, gross margin, net units shipped and a strategic reduction in average price point. These improvements yielded a 6.5% gain in net sales and improved Adjusted

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EBITDA by $21.8 million to a positive $2.4 million and highlight growing consumer acceptance of the value and convenience of our interactive shopping offerings.”

Continued Stewart, “Having markedly improved the business over the past two years under a new management team and committed employee base, we are now turning our full attention to driving top-line growth through a more diversified base of merchandise categories and broader product selection. While we believe in the growth potential of the business, we do expect some quarterly variability in our operating performance as we diversify our merchandise mix and test and launch new products, as well as from seasonal factors.”

Sales by Product Category
	Q4 ’10			Q4 ’09			2010			2009
Jewelry & Watches		45	%		51	%		52	%		55	%
Fashion & Accessories		6	%		8	%		6	%		7	%
Health & Beauty (and Fitness)		10	%		7	%		10	%		7	%
Home & Electronics		39	%		34	%		32	%		31	%
		100	%		100	%		100	%		100	%

Bob Ayd, President, added: “Areas of opportunity for 2011 include our Jewelry & Watches and Health & Beauty businesses where new product assortments have been achieving strong customer response while generating attractive margins. Home & Electronics should play an important role in revenue and new customer growth as we expand merchandise offerings in both hard and soft home categories. Fashion remains a small but attractive business that we expect will scale over time. Importantly, our growth objectives are now being supported by a stronger working capital position that resulted from the equity and debt financings completed in Q4. This incremental capital gives us greater flexibility in our merchandising strategies as well as in managing inventory and customer payment terms to maximize revenue and profitability.”

Q4 Highlights

ValueVision’s Q4 net sales improvement reflected strong performances in Home & Electronics as well as Health & Beauty, as the company allocated more programming time to these categories. Home & Electronics sales growth was led by strong holiday demand for large screen TVs and GPS devices that carry higher average sales prices and lower gross profit margins, but generated strong sales and gross margin dollars on a per minute basis. Return rates continued to decrease in the quarter on a year-over-year and sequential basis, reflecting the benefit of improved order fulfillment processes, continued enhancements in customer service, and the benefit of lower average price points.

Customer Activity

New and active customer trends improved 10.9% and 12.0%, respectively, in the 12 months ended January 29, 2011, versus the prior year, outpacing the 3.9% growth in average homes to 76.4 million. Customer trends showed modest improvements on a sequential 12-month basis for the period, as the company focused airtime on proven items that resonated strongly with customers in Q4 2010.

Liquidity and Capital Resources

ValueVision made substantial progress in expanding its working capital base during Q4 2010, ending the year with working capital of $81.6 million as compared to $37.1 million in Q3 2010 and $53.4 million at year-end 2009. The company secured $25 million via a 5-year term loan in November 2010 and raised net proceeds of $17 million in a December stock offering.

Conference Call / Webcast Information:

The conference call is today, Thursday, March 17 at 11:00 a.m. ET.

Webcast/Web Replay:	https://e-meetings.verizonbusiness.com/emeet/join/index.jsp
Conference #:	1548956 / Passcode: SHOPNBC; archived for 30 days
Telephone:	800-988-9672 / Passcode: SHOPNBC; keypad: 7467622
Telephone Replay:	800-262-4859 / Passcode: 81810; available for 30 days

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Adjusted EBITDA

EBITDA represents net loss for the respective periods excluding depreciation and amortization expense, interest income (expense) and income taxes. The company defines Adjusted EBITDA as EBITDA excluding non-operating gains (losses); non-cash impairment charges and write-downs; restructuring, and chief executive officer transition costs; and non-cash share-based compensation expense. The company has included the term “Adjusted EBITDA” in our 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 more 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) 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.

Forward-Looking Information

This release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and accordingly are subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained herein due to various important factors, including (but not limited to): consumer spending and debt levels; interest rates; competitive pressures on sales, pricing and gross profit margins; the level of cable and satellite distribution for the company’s programming and the fees associated therewith; the success of the company’s e-commerce and new sales initiatives; the success of its strategic alliances and relationships; the ability of the company to manage its operating expenses successfully; the ability of the Company to establish and maintain acceptable commercial terms with third party vendors and other third parties with whom the Company has contractual relationships; changes in governmental or regulatory requirements; litigation or governmental proceedings affecting the company’s operations; and the ability of the company to obtain and retain key executives and employees. More detailed information about those factors is set forth in the company’s filings with the Securities and Exchange Commission, including the company’s annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. The company is under no obligation (and expressly disclaims any such obligation) to update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

About ValueVision Media / ShopNBC

ValueVision Media, Inc. (NASDAQ: VVTV) is a premium interactive retailer bringing high-quality merchandise to customers via TV, Internet and mobile, under the “ShopNBC” brand. At the end of fiscal year 2010, the ShopNBC television network reached over 78 million homes via cable and satellite and is streamed live at www.ShopNBC.tv. Over 1.1 million active customers have utilized ShopNBC in the categories of Home & Electronics, Health & Beauty, Fashion & Accessories, and Jewelry & Watches, yielding revenues in excess of $560 million (over $230 million or 41.2% of which are Internet-based). Via the Company’s “ShopNBC Anywhere” initiative, customers can interact and shop via TV, phone, mobile devices and online at www.ShopNBC.com and via Facebook, Twitter and YouTube.

For more information, please visit www.ShopNBC.com.

Contact:
Investor / Media Relations:	Investors:
Anthony Giombetti	Norberto Aja, David Collins
ValueVision Media, Inc.	Jaffoni & Collins
agiombetti@shopnbc.com	vvtv@jcir.com
(612) 308-1190	(212) 835-8500

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VALUEVISION MEDIA, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands except share and per share data)

	January 29,			January 30,
	2011			2010
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	46,471		$	17,000
Restricted cash and investments		4,961			5,060
Accounts receivable, net		90,183			68,891
Inventories		39,800			44,077
Prepaid expenses and other		3,942			4,333
Total current assets		185,357			139,361
Property and equipment, net		25,775			28,342
FCC broadcasting license		23,111			23,111
NBC Trademark License Agreement, net		928			4,154
Other Assets		3,188			1,246
	$	238,359		$	196,214
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	58,310		$	58,777
Accrued liabilities		43,405			26,487
Current portion of accrued dividends		1,355			—
Deferred revenue		728			728
Total current liabilities		103,798			85,992
Deferred revenue		425			1,153
Long Term Payable		4,894			4,841
Term Loan		25,000			—
Accrued Dividends — Series B Preferred Stock		6,491			4,681
Series B Mandatorily Redeemable Preferred Stock $.01 par value, 4,929,266 shares authorized; 4,929,266 shares issued and outstanding		14,599			11,243
Total liabilities		155,207			107,910
Commitments and Contingencies
Shareholders’ equity:
Common stock, $.01 par value, 100,000,000 shares authorized; 37,781,688 and 32,672,735 shares issued and outstanding		378			327
Warrants to purchase 6,014,744 shares of common stock		602			637
Additional paid-in capital		337,421			316,721
Accumulated deficit		(255,249	)		(229,381	)
Total shareholders’ equity		83,152			88,304
	$	238,359		$	196,214

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VALUEVISION MEDIA, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
(Unaudited)

	Three Months Ended						Twelve Months Ended
	January 29,			January 30,			January 29,			January 30,
	2011			2010			2011			2010
Net sales		178,836		$	155,285		$	562,273		$	527,873
Cost of sales		119,250			104,929			362,744			354,101
Gross profit		59,586			50,356			199,529			173,772
Margin %		33.3	%		32.4	%		35.5	%		32.9	%
Operating expense:
Distribution and selling		47,682			47,117			181,536			178,015
General and administrative		5,164			5,173			19,171			18,373
Depreciation and amortization		2,943			3,597			13,158			14,320
Restructuring costs		292			1,588			1,130			2,303
CEO transition costs		—			65			—			1,932
Total operating expense		56,081			57,540			214,995			214,943
Operating income (loss)		3,505			(7,184	)		(15,466	)		(41,171	)
Other income (expense):
Interest income		—			17			51			382
Interest expense		(3,646	)		(1,600	)		(9,795	)		(4,928	)
Debt extinguishment		(1,235	)		—			(1,235	)		—
Gain on sale of investments		—			—			—			3,628
Total other income (expense)		(4,881	)		(1,583	)		(10,979	)		(918	)
Loss before income taxes		(1,376	)		(8,767	)		(26,445	)		(42,089	)
Income tax (provision) benefit		(14	)		(66	)		577			91
Net loss		(1,390	)		(8,833	)		(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	$	(1,390	)	$	(8,833	)	$	(25,868	)	$	(14,698	)
Net loss per common share	$	(0.04	)	$	(0.27	)	$	(0.78	)	$	(0.45	)
Net loss per common share —assuming dilution	$	(0.04	)	$	(0.27	)	$	(0.78	)	$	(0.45	)
Weighted average number of common shares outstanding:
Basic		35,140,671			32,442,541			33,326,200			32,537,849
Diluted		35,140,671			32,442,541			33,326,200			32,537,849

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VALUEVISION MEDIA, INC.
AND SUBSIDIARIES

Reconciliation of Adjusted EBITDA to Net Loss:

	Three Months Ended						Twelve Months Ended
	January 29,			January 30,			January 29,			January 30,
	2011			2010			2011			2010
Adjusted EBITDA (000’s)	$	8,046		$	(1,259	)	$	2,351		$	(19,411	)
Less:
Non-operating gain on sale of investments		—			—			—			3,628
Debt extinguishment		(1,235	)		—			(1,235	)		—
Restructuring costs		(292	)		(1,588	)		(1,130	)		(2,303	)
CEO transition costs		—			(65	)		—			(1,932	)
Non-cash share-based compensation		(1,236	)		(675	)		(3,350	)		(3,205	)
EBITDA (as defined) (a)		5,283			(3,587	)		(3,364	)		(23,223	)
A reconciliation of EBITDA to net loss is as follows:
EBITDA, as defined		5,283			(3,587	)		(3,364	)		(23,223	)
Adjustments:
Depreciation and amortization		(3,013	)		(3,597	)		(13,337	)		(14,320	)
Interest income		—			17			51			382
Interest expense		(3,646	)		(1,600	)		(9,795	)		(4,928	)
Income taxes		(14	)		(66	)		577			91
Net loss	$	(1,390	)	$	(8,833	)	$	(25,868	)	$	(41,998	)

(a) 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. The Company defines Adjusted EBITDA as EBITDA excluding non-operating gains (losses); non-cash impairment charges and writedowns, 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 the Company’s “core” television and Internet businesses and in order to maintain comparability to its analyst’s coverage and financial guidance when given. Management believes that Adjusted EBITDA allows investors to make a more 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) or to cash flows from operating activities as determined in accordance with GAAP and should not be construed as a measure of liquidity. Adjusted EBITDA may not be comparable to similarly entitled measures reported by other companies.

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