8-K

UNITED STATES
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

Date of Report (Date of Earliest Event Reported): November 18, 2008

ValueVision Media, Inc.

(Exact name of registrant as specified in its charter)

Minnesota	0-20243	41-1673770
(State or other jurisdiction 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)

Registrant’s telephone number, including area code: (952) 943-6000

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:

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))

TABLE OF CONTENTS

	Item 2.02 Results of Operations and Financial Condition
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
Exhibit Index
Exhibit 99

Item 2.02 Results of Operations and Financial Condition.

On November 18, 2008, we issued a press release discussing our results of operations and financial condition for our fiscal quarter ended November 1, 2008. A copy of the press release is furnished as Exhibit 99 hereto.

Item 9.01 Financial Statements and Exhibits.

99 Press Release dated November 18, 2008

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.
November 18, 2008	By:	Nathan E. Fagre
		Name:	Nathan E. Fagre
		Title:	Senior Vice President, General Counsel and Secretary

Exhibit Index

Exhibit
No.	Description
99	Press Release dated November 18, 2008

EX-99

Exhibit 99

ShopNBC Announces Third Quarter Fiscal 2008 Financial Results

MINNEAPOLIS, MN – November 18, 2008 — ShopNBC (NASDAQ: VVTV), a 24-hour TV shopping network, today announced financial results for its third fiscal quarter ended November 1, 2008.

Third Quarter Results

Third quarter revenues were $124.8 million, a 32% decrease from the same period last year. EBITDA, as adjusted, was ($13.3) million compared to approximately $1 million in the year-ago period. Net loss for the third quarter was ($20.8) million compared to a net loss of ($5.7) million for the same quarter last year.

“Revenues in the third quarter were disappointing,” said John Buck, ShopNBC’s Chairman and CEO. “While certainly it’s been a tough economy with consumer confidence at historic lows, we take full responsibility for our sales performance. We are in a transition period at the Company and working hard to improve the fundamentals of this business for long-term sustained growth. The Board and management recognize the challenges facing this business, and we are taking decisive action by working on three strategic initiatives on parallel paths to increase shareholder value.”

The Company stated these initiatives include:

• Sharp focus on the Company’s balance sheet through tight control of expenses and working capital resulting in a cash and securities balance which stands at $81 million, an improvement of approximately $2 million over the previous quarter.

• Executing key operational efficiencies and initiatives to improve the fundamentals of ShopNBC’s multi-channel, electronic retailing business model.

• Actively exploring strategic alternatives to enhance shareholder value by a Special Committee of Independent Directors of the Company’s Board. An update for this initiative will be provided on tomorrow’s investor call by Special Committee Chairman George Vandeman.

Third Quarter Highlights

• The Company continued control of operating expenses, which decreased year-over-year by 12% in the quarter.

• Increased gross margins from 33.7% in Q2 to 34.5% in the third quarter while return rates decreased from 31.5% in Q2 to 29.2%, respectively. The Company will continue to work with its vendors to improve gross margins.

• Realigned merchandising, broadcast operations, sales and product planning, calendar and events, and e-commerce teams for improved operational efficiencies and customer centricity.

• Continued to aggressively negotiate with its cable and satellite providers in the quarter. The Company’s priority is to achieve a significant reduction in its distribution costs next year.

Business Outlook

“In this difficult retail environment, we are highly focused on managing the business thoughtfully yet decisively by protecting our balance sheet for the long term,” said Buck. “At the same time, we are working on improving the fundamentals of our business and exploring a full range of strategic alternatives. Given the changes being implemented at the Company and the volatile economic conditions, we will not be providing guidance at this time.”

Conference Call Information

The Company has scheduled its conference call for 11 a.m. EST / 10 a.m. CST on Wednesday, November 19, 2008, to discuss the results for the fiscal third quarter. To participate in the conference call, please dial 1-888-455-9646 (pass code: SHOPNBC) five to ten minutes prior to the call time. If you are unable to participate live in the conference call, a replay will be available for 30 days. To access the replay, please dial 1-866-470-4775 with pass code 7467622 (keypad: SHOPNBC).

You also may participate via live audio stream by logging on to https://e-meetings.verizonbusiness.com. To access the audio stream, please use conference number 1742627 with pass code: SHOPNBC. A rebroadcast of the audio stream will be available using the same access information for 30 days after the initial broadcast.

EBITDA and EBITDA, as adjusted

The Company defines EBITDA as net income (loss) from continuing operations for the respective periods excluding depreciation and amortization expense, interest income (expense) and income taxes. The Company defines EBITDA, as adjusted, as EBITDA excluding non-recurring non-operating gains (losses) and equity in income of Ralph Lauren Media, LLC; non-recurring restructuring and CEO transition costs; and non-cash share-based payment expense. Management has included the term EBITDA, as adjusted, 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. Management believes that EBITDA, as adjusted, allows investors to make a more meaningful comparison between our core business operating results over different periods of time with those of other similar small cap, higher growth companies. In addition, management uses EBITDA, as adjusted, as a metric measure to evaluate operating performance under its management and executive incentive compensation programs. EBITDA, as adjusted, 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. EBITDA, as adjusted, may not be comparable to similarly entitled measures reported by other companies.

About ShopNBC

ShopNBC is a multi-channel electronic retailer operating with a premium lifestyle brand. The shopping network reaches 70 million homes in the United States via cable affiliates and satellite: DISH Network channel 228 and DIRECTV channel 316. www.ShopNBC.com is recognized as a top e-commerce site. ShopNBC is owned and operated by ValueVision Media (NASDAQ: VVTV). For more information, please visit www.ShopNBC.com.

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 are accordingly 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 distribution for the Company’s programming and the fees associated therewith; the success of the Company’s e-commerce and rebranding initiatives; the performance of its equity investments; the success of its strategic alliances and relationships; the ability of the Company to manage its operating expenses successfully; risks associated with acquisitions; 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.

###

Contacts:

Frank Elsenbast, Chief Financial Officer, 952-943-6262
Anthony Giombetti, Media Relations, 612-308-1190

VALUE VISION MEDIA, INC.
Key Performance Metrics*
(Unaudited)

	Q3									YTD
	For the three months ending									For the nine months ending
	11/1/2008			11/3/2007			%			11/1/2008			11/3/2007			%
Program Distribution
Cable FTEs		43,326			41,726			4	%		42,886			41,156			4	%
Satellite FTEs		28,846			27,687			4	%		28,632			27,421			4	%
Total FTEs (Average 000s)		72,172			69,413			4	%		71,518			68,577			4	%
Net Sales per FTE (Annualized)	$	6.92		$	10.46			-34	%	$	7.85		$	10.77			-27	%
Product Mix
Jewelry		33	%		38	%					39	%		39	%
Apparel, Fashion Accessories and Health & Beauty		12	%		10	%					10	%		9	%
Computers & Electronics		25	%		25	%					20	%		24	%
Watches, Coins & Collectibles		21	%		16	%					23	%		16	%
Home & All Other		9	%		11	%					8	%		12	%
Shipped Units (000s)		782			1,069			-27	%		2,655			3,350			-21	%
Average Price Point — shipped units	$	212		$	240			-12	%	$	223		$	233			-4	%

* Includes ShopNBC TV and ShopNBC.com only.

VALUEVISION MEDIA, INC.
AND SUBSIDIARIES
Consolidated Statements of Operations
(In thousands, except share and per share data)
(Unaudited)

	For the Three Month Periods Ended						For the Nine Month Periods Ended
	November 1,			November 3,			November 1,			November 3,
	2008			2007			2008			2007
Net sales	$	124,769		$	184,821		$	422,984		$	563,543
Cost of sales		81,694			119,837			282,072			365,124
(exclusive of depreciation and amortization shown below)
Operating expense:
Distribution and selling		51,743			59,126			162,653			179,619
General and administrative		5,582			5,423			17,599			19,128
Depreciation and amortization		4,246			4,734			12,811			15,581
Restructuring costs		175			1,061			505			3,104
CEO transition costs		1,883			2,096			2,713			2,096
Total operating expense		63,629			72,440			196,281			219,528
Operating loss		(20,554	)		(7,456	)		(55,369	)		(21,109	)
Other income (loss):
Other loss		(969	)		—			(969	)		(119	)
Interest income		745			1,728			2,331			4,543
Total other income		(224	)		1,728			1,362			4,424
Loss before income taxes and equity in net income of affiliates		(20,778	)		(5,728	)		(54,007	)		(16,685	)
Gain on sale of RLM investment		—			—			—			40,240
Equity in income of affiliates		—			—			—			609
Income tax provision		—			—			(33	)		(921	)
Net income (loss)		(20,778	)		(5,728	)		(54,040	)		23,243
Accretion of redeemable preferred stock		(73	)		(73	)		(219	)		(218	)
Net income (loss) available to common shareholders	$	(20,851	)	$	(5,801	)	$	(54,259	)	$	23,025
Net income (loss) per common share	$	(0.62	)	$	(0.16	)	$	(1.62	)	$	0.54
Net income (loss) per common share —assuming dilution	$	(0.62	)	$	(0.16	)	$	(1.62	)	$	0.54
Weighted average number of common shares outstanding:
Basic		33,590,834			36,330,800			33,580,955			42,438,322
Diluted		33,590,834			36,330,800			33,580,955			42,458,720

VALUEVISION MEDIA, INC.
AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands except share and per share data)

	November 1,			February 2,
	2008			2008
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	56,444		$	25,605
Short-term investments		4,975			33,473
Accounts receivable, net		43,178			109,489
Inventories		70,513			79,444
Prepaid expenses and other		5,198			4,172
Total current assets		180,308			252,183
Long term investments		20,487			26,306
Property and equipment, net		33,532			36,627
FCC broadcasting license		31,943			31,943
NBC Trademark License Agreement, net		8,188			10,608
Cable distribution and marketing agreement, net		329			872
Other assets		567			541
	$	275,354		$	359,080
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	58,391		$	73,093
Accrued liabilities		34,073			44,609
Deferred revenue		705			648
Total current liabilities		93,169			118,350
Deferred revenue		1,997			2,322
Series A Redeemable Convertible Preferred Stock, $.01 par value, 5,339,500 shares authorized; 5,339,500 shares issued and outstanding		44,117			43,898
Shareholders’ equity:
Common stock, $.01 par value, 100,000,000 shares authorized; 33,590,834 and 34,070,422 shares issued and outstanding		336			341
Warrants to purchase 2,036,858 shares of common stock		12,041			12,041
Additional paid-in capital		273,638			274,172
Accumulated other comprehensive losses		(6,314	)		(2,454	)
Accumulated deficit		(143,630	)		(89,590	)
Total shareholders’ equity		136,071			194,510
	$	275,354		$	359,080

VALUEVISION MEDIA, INC.
AND SUBSIDIARIES

Reconciliation of EBITDA, as adjusted, to Net Income (Loss):

							Nine-Month			Nine-Month
	Third Quarter			Third Quarter			Period Ended			Period Ended
	1-Nov-08			3-Nov-07			1-Nov-08			3-Nov-07
EBITDA, as adjusted (000’s)	$	(13,283	)	$	947		$	(36,343	)	$	1,461
Less:
Non-operating gains (losses) and equity in income of RLM		(969	)		—			(969	)		40,730
Restructuring costs		(175	)		(1,061	)		(505	)		(3,104	)
CEO transition costs		(1,883	)		(2,096	)		(2,713	)		(2,096	)
Non-cash share-based compensation		(967	)		(512	)		(2,997	)		(1,789	)
EBITDA (as defined) (a)		(17,277	)		(2,722	)		(43,527	)		35,202
A reconciliation of EBITDA to net income (loss) is as follows:
EBITDA, as defined		(17,277	)		(2,722	)		(43,527	)		35,202
Adjustments:
Depreciation and amortization		(4,246	)		(4,734	)		(12,811	)		(15,581	)
Interest income		745			1,728			2,331			4,543
Income taxes		—			—			(33	)		(921	)
Net income (loss)	$	(20,778	)	$	(5,728	)	$	(54,040	)	$	23,243

(a) EBITDA as defined for this statistical presentation represents net income (loss) from continuing operations for the respective periods excluding depreciation and amortization expense, interest income (expense) and income taxes. The Company defines EBITDA, as adjusted, as EBITDA excluding non-recurring non-operating gains (losses) and equity in income of Ralph Lauren Media, LLC; non-recurring restructuring and CEO transition costs; and non-cash share-based compensation expense.

     Management has included the term EBITDA, as adjusted, 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. Management believes that EBITDA, as adjusted, allows investors to make a more meaningful comparison between our core business operating results over different periods of time with those of other similar small cap, higher growth companies. In addition, management uses EBITDA, as adjusted, as a metric measure to evaluate operating performance under its management and executive incentive compensation programs. EBITDA, as adjusted, 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. EBITDA, as adjusted, may not be comparable to similarly entitled measures reported by other companies.