0001447387-14-000058.txt : 20141016 0001447387-14-000058.hdr.sgml : 20141016 20141014152935 ACCESSION NUMBER: 0001447387-14-000058 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141014 DATE AS OF CHANGE: 20141014 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VALUEVISION MEDIA INC CENTRAL INDEX KEY: 0000870826 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 411673770 STATE OF INCORPORATION: MN FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-41757 FILM NUMBER: 141155013 BUSINESS ADDRESS: STREET 1: 6740 SHADY OAK RD CITY: MINNEAPOLIS STATE: MN ZIP: 55344-3433 BUSINESS PHONE: 6129475200 MAIL ADDRESS: STREET 1: 6740 SHADY OAK RAOD CITY: EDEN PRAIRIE STATE: MN ZIP: 55344-3433 FORMER COMPANY: FORMER CONFORMED NAME: VALUEVISION INTERNATIONAL INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CANNELL CAPITAL LLC CENTRAL INDEX KEY: 0001058854 IRS NUMBER: 943366999 STATE OF INCORPORATION: WY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 310 E. PEARL STREET, P.O. BOX 3459 CITY: JACKSON STATE: WY ZIP: 83001 BUSINESS PHONE: 4158358300 MAIL ADDRESS: STREET 1: 310 E. PEARL STREET, P.O. BOX 3459 CITY: JACKSON STATE: WY ZIP: 83001 FORMER COMPANY: FORMER CONFORMED NAME: CANNELL J CARLO DBA CANNELL CAPITAL MGMT DATE OF NAME CHANGE: 19980330 SC 13G 1 vvtv101314.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No._)* ValueVision Media Inc. _____________________________ (Name of Issuer) Common Stock _____________________________ (Title of Class of Securities) 92047k107 _____________________________ (CUSIP Number) October 13, 2014 _____________________________ (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 92047k107 (1) Names of reporting persons J. Carlo Cannell (2) Check the appropriate box if a member of a group (a) [ ] (see instructions) (b) [ ] (3) SEC use only (4) Citizenship or place of organization USA Number of shares beneficially owned by each reporting person with: (5) Sole voting power: 0 (6) Shared voting power: 3,094,365 (7) Sole dispositive power: 0 (8) Shared dispositive power: 3,094,365 (9) Aggregate amount beneficially owned by each reporting person: 3,094,365 (10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions) (11) Percent of class represented by amount in Row (9) 5.60% (12) Type of reporting person (see instructions) HC (1) Names of reporting persons Cannell Capital LLC (2) Check the appropriate box if a member of a group (a) [ ] (see instructions) (b) [ ] (3) SEC use only (4) Citizenship or place of organization Wyoming, USA Number of shares beneficially owned by each reporting person with: (5) Sole voting power: 0 (6) Shared voting power: 3,094,365 (7) Sole dispositive power: 0 (8) Shared dispositive power: 3,094,365 (9) Aggregate amount beneficially owned by each reporting person: 3,094,365 (10) Check if the aggregate amount in Row (9) excludes certain shares (see instructions) (11) Percent of class represented by amount in Row (9) 5.60% (12) Type of reporting person (see instructions) IA Item 1. (a) Name of issuer: ValueVision Media Inc. (b) Address of issuer's principal executive offices: 6740 Shady Oak Road Eden Prairie, MN 55344 Item 2. (a) Name of person filing: Cannell Capital LLC 2(b) Address or principal business office or, if none, residence: 150 East Hansen Avenue P.O. Box 3459 Jackson, WY 83001 2(c) Citizenship: Wyoming, USA 2(d) Title of class of securities: Common Stock 2(e) CUSIP No.: 92047k107 Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); (e) [X] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J); (k) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J), please specify the type of institution: Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 3,094,365. (b) Percent of class: 5.60%. (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 3,094,365. (ii) Shared power to vote or to direct the vote 0. (iii) Sole power to dispose or to direct the disposition of 3,094,365. (iv) Shared power to dispose or to direct the disposition of 0. Instruction. For computations regarding securities which represent a right to acquire an underlying security see 240.13d-3(d)(1). Item 5. Ownership of 5 Percent or Less of a Class. Not Applicable. Item 6. Ownership of More than 5 Percent on Behalf of Another Person. Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not Applicable. Item 8. Identification and Classification of Members of the Group. Not Applicable. Item 9. Notice of Dissolution of Group. Not Applicable. Item 10. Certifications. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. 10/13/2014 ____________________________ Date /s/ J. Carlo Cannell ____________________________ Signature J. Carlo Cannell, Managing Member of Cannell Capital LLC ____________________________ Name/Title Exhibit A Agreement Regarding the Joint Filing of Schedule 13G/A The undersigned hereby agree as follows: 1) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf each of them; and 2) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. 10/13/2014 ____________________________ Date /s/ J. Carlo Cannell ____________________________ Signature J. Carlo Cannell ____________________________ Name/Title CANNELL CAPITAL LLC /s/ J. Carlo Cannell ____________________________ Signature J. Carlo Cannell, Managing Member ____________________________ Name/Title Exhibit B Mr. Mark Bozek Chief Executive Officer ValueVision Media, Inc. 6740 Shady Oak Road Eden Prairie, MN 55344 Dear Mr. Bozek, I write to deactivate the investment position first filed by Cannell Capital LLC ("CC") on June 3, 2014 from "active" to "passive" as evidenced in our updated 13-G filing. CC no longer seeks to affect positive change in the control of ValueVision Media, Inc.("VVTV"). We are content and confident that you have this sacred duty in hand. His word. Since arriving about four months ago you have pruned the executive suite, driving away those to whom the very notion of a five day work was apparently abhorrent. You have let in air, light and a general feeling of relevance to all employees. You have given customers a taste of what should, and can, happen with the success of the Mark Cuban American Dream show (the debut of which set a ShopHQ viewership record). Perhaps most importantly, you have reactivated relationships with merchants. Good start. Good luck. Godspeed. Best regards! Sincerely, J. Carlo Cannell Managing Member PS - There is no reason that VVTV cannot compress the tremendous gap between the valuation of ValueVision Media and Zulily, Inc. ("ZU"). Whilst many might scoff at the comparison, I think there are more similarities than differences. Both endeavor to remake the on-line and mobile business-to- consumer experience not only by offering great value through "flash" sales but by being relevant and fun. Both companies have similar employees and "reach" - with VVTV passing 87 million homes. Zulily is growing faster and certainly turns its inventory faster but VVTV gets product to customers far more quickly. VVTV's gross profit margin is also significantly higher. As we see the trace of positive change under your stewardship, we delight in what we hold to be a ridiculous and potentially highly profitable bifurcation of valuation by the market between VVTV ($280 million) and ZU ($4.6 billion). My money is on the stolid execution and perseverance of VVTV over the shifty "Seattle Smugness" of Zulily (many of whose founders and officers are now selling stock at an accelerating rate.) Zulily (Zu) ValueVision Media (VVTV) ($ Million, FY December) Q2 '13 Q2 '14 Y/Y Q2 '13 Q2 '14 Y/Y Revenue $145 $285 97% $149 $157 5% Gross Margins 30% 28% $0 $0 EBITDA $7 $14 106% $4 $6 46% "Active" Customers $2 $4 86% $1 $1 18% Total Orders $3 $5 92% $2 $2 24% Average Order Value $53 $54 1% $107 $91 (15%) Mobile 42% 49% 10% 14% Market Capitalization ("MC") $4,480 $273 MC/Revenues 3.9 0.4 MC/EBITDA 78 12 Days Inventory 8 44 Employees 1716 1100 Average Selling Price $18 $83 $67 (19%) Days to ship 13 5 Women Customer % of Total 90% 72% Customer Age Group 26-45 40-69 10/13/2014 ____________________________ Date /s/ J. Carlo Cannell ____________________________ Signature J. Carlo Cannell ____________________________ Name/Title CANNELL CAPITAL LLC /s/ J. Carlo Cannell ____________________________ Signature J. Carlo Cannell, Managing Member ____________________________ Name/Title