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 1, 2010

NAVARRE CORPORATION

(Exact name of Registrant as specified in its charter)

Minnesota	000-22982	41-1704319
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

7400 49th Avenue North, New Hope, MN 55428

(Address of principal executive offices)

Registrant’s telephone number, including area code: (763) 535-8333

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
EX-99.1

Item 2.02 Results of Operations and Financial Condition

On November 1, 2010, Navarre Corporation issued a press release announcing its financial results for the period ending September 30, 2010. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The press release attached as Exhibit 99.1 discloses certain information that is not presented in accordance with United States generally accepted accounting principles (“GAAP”). The non-GAAP financial measures included in the earnings release have been reconciled to the comparable GAAP results and should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results.

Neither the information in this Form 8-K nor the information in the press release shall be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

Exhibit
99.1	Press Release, dated November 1, 2010, issued by Navarre Corporation

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, thereunto duly authorized.

	NAVARRE CORPORATION
Dated: November 2, 2010	By:	/s/ J. Reid Porter
		Name:	J. Reid Porter
		Title:	Chief Financial Officer and Executive Vice President

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by Navarre Corporation, dated November 1, 2010

EX-99.1

Exhibit 99.1

For Additional Information:
Navarre Investor Relations
763-535-8333
ir@navarre.com

NAVARRE CORPORATION REPORTS SECOND QUARTER RESULTS FOR
FISCAL YEAR 2011 AND POSTS A 6% NET SALES INCREASE

Company to host conference call on Tuesday, November 2, 2010 at 11:00 a.m. ET

MINNEAPOLIS, MN — November 1, 2010 — Navarre Corporation (NASDAQ: NAVR), a leading distributor, provider of complete logistics solutions and publisher of computer software today reported its financial results for the second quarter and year-to-date periods of its 2011 fiscal year.

Second Quarter Fiscal Year 2011

• Net sales from continuing operations were $120.5 million, as compared to net sales from continuing operations of $113.5 million for the same period last year, an increase of $7.0 million or 6%. Continuing operations does not include the results of FUNimation Entertainment, which the Company is currently marketing for a potential sale and is classified as discontinued operations pursuant to GAAP.

• Operating income from continuing operations during the second quarter was $3.2 million, as compared to operating income from continuing operations of $3.0 million in the prior fiscal year, an increase of 5%.

• Net income was $3.1 million, or $0.09 per diluted share, as compared to net income of $2.3 million, or $0.06 per diluted share, in the prior year’s second quarter.

• EBITDA before share-based compensation expense from continuing operations was $4.2 million, as compared to EBITDA before share-based compensation expense from continuing operations of $4.7 million in the prior year’s second quarter, a decrease of 10%. Second quarter EBITDA before share-based compensation expense from continuing operations includes the impact of a foreign exchange loss, as compared to foreign exchange income in the prior year’s second quarter, to create a $536,000 year-over-year impact. (See “Use of Non-GAAP Financial Information” below)

• Debt at September 30, 2010 was reduced to $14.4 million and includes the use of $8.1 million in cash in connection with the May 2010 acquisition of Punch! Software. This was a reduction of $5.5 million as compared to debt of $19.9 million on September 30, 2009.

Year-to-Date Fiscal Year 2011

• Net sales from continuing operations during the first two quarters of the 2011 fiscal year were $219.3 million, as compared to net sales from continuing operations of $236.9 million for the same period last year, a decrease of $17.6 million or 7.4%.

• Operating income from continuing operations on a year-to-date basis was $4.3 million, as compared to operating income from continuing operations of $4.1 million in the prior fiscal year, an increase of 4%.

• Net income during the first two quarters of the 2011 fiscal year was $4.2 million, or $0.11 per diluted share, as compared to net income of $6.4 million, or $0.18 per diluted share, in the prior year.

• EBITDA before share-based compensation expense from continuing operations on a year-to-date basis was $6.2 million, as compared to EBITDA before share-based compensation expense from continuing operations of $7.7 million in the prior year, a decrease of $1.5 million or 19%. Year-to-date EBITDA before share-based compensation expense from continuing operations includes the impact of a foreign exchange loss, as compared to foreign exchange income in the first six months of the prior year, to create a more than $1.2 million year-over-year impact. (See “Use of Non-GAAP Financial Information” below)

“I am pleased with our top line revenue increase and we look forward to more of the same for the remainder of the fiscal year. The improvement is in part a result of the initial stages of our strategies to pursue geographic expansion and to add distribution of new product categories,” commented Cary L. Deacon, Chief Executive Officer. “Although our customers continue to take a cautious approach to inventory levels and buying patterns, we are also seeing a modest recovery in demand. Our expansion in Canada is continuing to meet expectations and we are successfully adding new consumer electronic accessory products to our distribution business. The performance of content acquired in the Punch! acquisition continues to be a bright spot in Encore’s results.

“Our previously announced efforts in connection with the potential sale of FUNimation Entertainment are continuing and we anticipate making a strategic decision regarding that business in the coming months,” continued Deacon.

Distribution Segment

For the second quarter ended September 30, 2010, the distribution segment’s net sales, before inter-company eliminations, were $118.8 million, as compared to net sales of $111.3 million for the same period last year, an increase of $7.5 million or 7%. This increase in net sales resulted from improved sales of all product categories. Operating income in the distribution segment was $1.7 million in the second quarter, as compared to $1.3 in the second quarter of the prior fiscal year, an increase of 33%. (See “Use of Non-GAAP Financial Information” below)

During the first six months of the 2011 fiscal year, the distribution segment’s net sales, before inter-company eliminations, were $214.7 million, as compared to net sales of $232.7 million for the same period last year, a decrease of $18.0 million or 7.7%. Operating income in the

distribution segment was $1.7 million on a year-to-date basis, as compared to $1.6 million in the prior fiscal year, an increase of 4.3%. (See “Use of Non-GAAP Financial Information” below)

Publishing Segment

The publishing segment includes the results of Encore Software. The results of FUNimation Entertainment, which is being marketed for sale, is classified as discontinued operations pursuant to GAAP.

For the second quarter ended September 30, 2010, the publishing segment’s net sales, before inter-company eliminations, were $8.7 million, as compared to net sales of $8.2 million for the same period last year, an increase of 6%. This increase in net sales arose primarily out of the addition of the Punch! line of home design software as print productivity and gaming products experienced top line difficulties in the quarter. Operating income in the publishing segment was $1.5 million in the second quarter, as compared to $1.7 million in the second quarter of the prior fiscal year a decrease of 16%. (See “Use of Non-GAAP Financial Information” below)

During the first six months of the 2011 fiscal year, the publishing segment’s net sales, before inter-company eliminations, were $15.7 million, as compared to net sales of $15.0 million for the same period last year, an increase of 5%. Operating income for the publishing segment was $2.6 million on a year-to-date basis, as compared to $2.5 million in the prior fiscal year, an increase of 4%. (See “Use of Non-GAAP Financial Information” below)

Discontinued Operations

Discontinued operations includes the results of FUNimation Entertainment. Net income from discontinued operations during the second quarter was $1.7 million, as compared to $435,000 in the prior fiscal year. FUNimation had a small net sales increase in the second quarter compared to the prior year’s second quarter.

Outlook

The Company’s guidance from continuing operations for fiscal year 2011 remains unchanged as follows:

• Net sales from continuing operations are anticipated to be between $480 million and $520 million;

• EBITDA before share-based compensation expense from continuing operations is expected to be between $18 million and $21 million; and

• Cash flow from continuing operations is anticipated to be positive.

Conference Call

The Company will host a conference call at 11:00 a.m. ET (10:00 a.m. CT), Tuesday, November 2, 2010, to discuss its fiscal year 2011 second quarter and year to date financial results. The conference call can be accessed by dialing (866) 804-6923, and utilizing conference participant passcode “73954119”, ten minutes prior to the scheduled start time. In

addition, this discussion will be simultaneously webcast live and can be accessed in the “Investors” section of the Company’s web site located at www.navarre.com. A replay of the conference call will be available at the Company’s web site.

About Navarre Corporation

Navarre^® Corporation provides distribution, third party logistics, supply chain management and other related services for North American retailers and their suppliers. For over 25 years, the Company has been a leading distributor for computer software, home entertainment media, consumer electronics and peripherals. The Company also publishes computer software in its Encore^® subsidiary and produces animé video through its FUNimation Entertainment^® subsidiary. Navarre was founded in 1983 and is headquartered in Minneapolis, Minnesota. Additional information can be found at www.navarre.com.

Use of Non-GAAP Financial Information

In evaluating our financial performance and operating trends, management considers information concerning our net sales before inter-company eliminations, and earnings before interest, taxes, depreciation, amortization, and share-based compensation expense, which are not calculated in accordance with generally accepted accounting principles (“GAAP”) in the United States of America. The Company’s management believes these non-GAAP measures are useful to investors because they provide supplemental information that facilitates comparisons to prior periods and for the evaluation of financial results. Management uses these non-GAAP measures to evaluate its financial results, develop budgets and manage expenditures. The method the Company uses to produce non-GAAP results is not computed according to GAAP, is likely to differ from the methods used by other companies and should not be regarded as a replacement for corresponding GAAP measures. Investors are encouraged to review the reconciliation of these preliminary non-GAAP financial measures to the comparable GAAP results, which is attached to this release and can also be found on the Company’s web site at www.navarre.com.

Safe Harbor

The statements in this press release that are not strictly historical are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to be covered by the safe harbors provided therein. The forward-looking statements are subject to risks and uncertainties, and the actual results that the Company achieves may differ materially from these forward-looking statements due to such risks and uncertainties, including, but not limited to: the Company’s revenues being derived from a small group of customers; the Company’s dependence on significant vendors; the continued deterioration in the business of some of the Company’s customers could harm its business; a pending investigation by the U.S. Securities and Exchange Commission (the “SEC”) or litigation arising out of this investigation may subject the Company to significant costs; the seasonal nature of the Company’s business; the Company’s ability to meet significant working capital requirements; the Company may not be able to adequately adjust its cost structure in response to a decrease in net sales; technology developments could continue to adversely affect the Company’s business; and the Company’s ability to compete effectively in the highly competitive distribution and publishing industries. In addition to these, a detailed statement of

risks and uncertainties is contained in the Company’s SEC reports, including, in particular, the Company’s Form 10-K filings, as well as its other SEC filings and public disclosures.

Investors and shareholders are urged to read this press release carefully. The Company can offer no assurances that any projections, assumptions or forecasts made or discussed in this press release will be met, and investors should understand the risks of investing solely due to such projections. The forward-looking statements included in this press release are made only as of the date of this report and the Company undertakes no obligation to update these forward-looking statements to reflect subsequent events or circumstances.

Investors and shareholders may obtain free copies of the Company’s public filings through the website maintained by the SEC at http://www.sec.gov/ or at one of the SEC’s other public reference rooms in Washington D.C., New York, New York or Chicago, Illinois. Please contact the SEC at 1-800-SEC-0330 for further information with respect to the SEC’s public reference rooms.

NAVARRE CORPORATION
Consolidated Statements of Operations
(In thousands, except per share amounts)

	(Unaudited)						(Unaudited)
	Three Months Ended						Six Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
Net sales	$	120,476		$	113,491		$	219,268		$	236,907
Cost of sales (exclusive of depreciation and amortization)		103,216			96,748			187,531			205,201
Gross profit		17,260			16,743			31,737			31,706
Operating expenses:
Selling and marketing		5,277			4,462			10,161			8,530
Distribution and warehousing		2,686			2,435			5,158			4,511
General and administrative		5,149			5,818			10,223			12,271
Depreciation and amortization		991			1,027			1,882			2,249
Total operating expenses		14,103			13,742			27,424			27,561
Income from operations		3,157			3,001			4,313			4,145
Other income (expense):
Interest expense		(456	)		(482	)		(851	)		(1,050	)
Interest income		—			—			—			7
Other income (expense)		(172	)		364			(431	)		815
Income from continuing operations before income tax		2,529			2,883			3,031			3,917
Income tax expense		(1,072	)		(1,038	)		(1,371	)		(1,218	)
Net income from continuing operations		1,457			1,845			1,660			2,699
Discontinued operations:
Income from discontinued operations, net of tax		1,680			435			2,575			3,742
Net income	$	3,137		$	2,280		$	4,235		$	6,441
Basic earnings per common share:
Continuing operations	$	0.04		$	0.05		$	0.05		$	0.08
Discontinued operations		0.05			0.01			0.07			0.10
Net income	$	0.09		$	0.06		$	0.12		$	0.18
Diluted earnings per common share:
Continuing operations	$	0.04		$	0.05		$	0.04		$	0.08
Discontinued operations		0.05			0.01			0.07			0.10
Net income	$	0.09		$	0.06		$	0.11		$	0.18
Weighted average shares outstanding:
Basic		36,376			36,237			36,371			36,237
Diluted		36,995			36,650			36,886			36,530

NAVARRE CORPORATION
Consolidated Condensed Balance Sheets
(In thousands)

	(Unaudited)		(Unaudited)
	September 30,		September 30,		March 31,
	2010		2009		2010
Assets
Current assets:
Accounts receivables, net	$	57,739	$	61,828	$	61,880
Inventories		27,694		24,786		21,164
Other		20,424		15,650		21,210
Current assets of discontinued operations		8,748		6,666		6,071
Total current assets		114,605		108,930		110,325
Property and equipment, net		10,548		12,724		11,790
Other assets		26,897		15,260		20,054
Non-current assets of discontinued operations		29,907		29,218		29,434
Total assets	$	181,957	$	166,132	$	171,603
Liabilities and shareholders’ equity
Current liabilities:
Revolving line of credit	$	14,428	$	19,916	$	6,634
Accounts payable		74,512		77,418		79,968
Other		16,640		16,472		17,177
Current liabilities of discontinued operations		8,914		6,939		5,760
Total current liabilities		114,494		120,745		109,539
Long-term liabilities:
Other		1,850		1,407		1,303
Non-current liabilities of discontinued operations		—		1		—
Total liabilities		116,344		122,153		110,842
Shareholders’ equity		65,613		43,979		60,761
Total liabilities and shareholders’ equity	$	181,957	$	166,132	$	171,603

NAVARRE CORPORATION
Consolidated Condensed Statements of Cash Flows
(In thousands)

	(Unaudited)
	Six Months Ended September 30,
	2010			2009
Net cash (used in) provided by operating activities	$	(4,041	)	$	123
Net cash used in investing activities		(8,985	)		(1,299	)
Net cash provided by (used in) financing activities		10,447			(111	)
Net cash used in continuing operations		(2,579	)		(1,287	)
Discontinued operations
Net cash provided by operating activities		2,776			1,377
Net cash used in investing activities		(191	)		(85	)
Net cash used in financing activities		(6	)		(5	)
Net cash provided by discontinued operations		2,579			1,287
Net increase (decrease) in cash		—			—
Cash at beginning of period		—			—
Cash at end of period	$	—		$	—

NAVARRE CORPORATION
Supplemental Information
(In thousands)
(Unaudited)

Reconciliation of Net Sales Before Inter-Company Eliminations to GAAP Net Sales and Business Segment Information

	Three Months Ended September 30,												Six Months Ended September 30,
	2010			%			2009			%			2010			%			2009			%
Net sales:
Distribution	$	118,761			93.2	%	$	111,336			93.2	%	$	214,714			93.2	%	$	232,732			94.0	%
Publishing		8,656			6.8	%		8,156			6.8	%		15,710			6.8	%		14,953			6.0	%
Net sales before inter-company eliminations		127,417						119,492						230,424						247,685
Inter-company eliminations		(6,941	)					(6,001	)					(11,156	)					(10,778	)
Net sales as reported	$	120,476					$	113,491					$	219,268					$	236,907
Income from continuing operations:
Distribution	$	1,699					$	1,274					$	1,708					$	1,638
Publishing		1,458						1,727						2,605						2,507
Consolidated income from continuing operations	$	3,157					$	3,001					$	4,313					$	4,145

NAVARRE CORPORATION
Supplemental Information
(In thousands)
(Unaudited)

Reconciliation of Net Income from Continuing Operations to EBITDA from Continuing Operations Before Share-Based
Compensation Expense

	Three Months				Six Months
	Ended September 30,				Ended September 30,
	2010		2009		2010		2009
Net income from continuing operations, as reported	$	1,457	$	1,845	$	1,660	$	2,699
Interest expense, net		456		482		851		1,043
Income tax expense		1,072		1,038		1,371		1,218
Depreciation and amortization		991		1,027		1,882		2,249
Share-based compensation		242		272		468		529
EBITDA from continuing operations before share-based compensation expense	$	4,218	$	4,664	$	6,232	$	7,738