Document and Entity Information (USD $)

In Thousands, except Share data, unless otherwise specified

3 Months Ended

May 3, 2014

Jun. 2, 2014

Aug. 3, 2013

Document Information [Line Items]

Entity Registrant Name

VALUEVISION MEDIA INC

Entity Central Index Key

0000870826

Current Fiscal Year End Date

--01-31

Entity Filer Category

Accelerated Filer

Document Type

10-Q

Document Period End Date

May 03, 2014

Document Fiscal Year Focus

2014

Document Fiscal Period Focus

Q1

Amendment Flag

false

Entity Common Stock, Shares Outstanding

49,844,253

Entity Well-known Seasoned Issuer

No

Entity Voluntary Filers

No

Entity Current Reporting Status

Yes

Entity Public Float

$ 240,622,224

Consolidated Balance Sheets (USD $)

In Thousands, unless otherwise specified

May 3, 2014

Jan. 31, 2014

Current assets:

Cash and cash equivalents

$ 25,049

$ 29,177

Restricted cash and investments

2,100

Accounts receivable, net

96,638

107,386

Inventories

52,996

51,162

Prepaid expenses and other

5,988

6,032

Total current assets

182,771

195,857

Property and equipment, net

25,569

24,952

FCC broadcasting license

12,000

Other assets

864

896

Total Assets

221,204

233,705

Current liabilities:

Accounts payable

72,099

77,296

Accrued liabilities

29,560

38,535

Deferred revenue

85

Total current liabilities

101,744

115,916

Capital Lease Obligations, Noncurrent

80

88

Deferred revenue

313

335

Deferred Tax Liabilities, Net, Noncurrent

1,355

1,158

Long term credit facility

38,000

Total liabilities

141,492

155,497

Shareholders' equity:

Common stock, $.01 per share par value, 100,000,000 shares authorized; 48,472,205 and 37,781,688 shares issued and outstanding

498

Warrants to purchase 6,007,372 shares of common stock

533

Additional paid-in capital

411,725

410,681

Accumulated deficit

(333,044)

(333,504)

Total shareholders’ equity

79,712

78,208

Total Liabilities and Equity

$ 221,204

$ 233,705

Consolidated Balance Sheets (Parentheticals) (USD $)

Nov. 2, 2013

Feb. 2, 2013

Stockholders' Equity:

Common stock, par value

$ 0.01

Common stock, shares authorized

100,000,000

Common stock, shares issued

49,844,253

Common stock, shares outstanding

49,844,253

Warrants, Outstanding

6,000,000

Consolidated Statements of Operations (USD $)

In Thousands, except Share data, unless otherwise specified

3 Months Ended

May 3, 2014

May 4, 2013

Net sales

$ 159,701

$ 151,354

Cost of sales

99,695

94,321

Gross profit

60,006

57,033

Operating expense:

Distribution and selling

49,729

46,252

General and administrative

6,957

5,892

Depreciation and amortization

2,268

3,205

Total operating expense

58,954

55,349

Operating income (loss)

1,052

1,684

Other income (expense):

Interest income

0

11

Interest expense

(391)

(378)

Total other expense

(391)

(367)

Income (loss) before income taxes

661

1,317

Income tax (provision) benefit

(201)

(294)

Net income (loss)

$ 460

$ 1,023

Net income (loss) per common share

$ 0.01

$ 0.02

Net income (loss) per common share — assuming dilution

$ 0.01

$ 0.02

Weighted average number of common shares outstanding:

Basic

49,844,253

49,226,515

Diluted

56,340,970

54,653,674

Consolidated Statement of Shareholders' Equity (USD $)

In Thousands, except Share data

Total

Common Stock [Member]

Warrant [Member]

Additional Paid-in Capital [Member]

Accumulated Deficit

Total Shareholders' Equity period beginning at Feb. 01, 2014

$ 78,208

$ 498

$ 533

$ 410,681

$ (333,504)

Common Stock, Shares, Outstanding period beginning at Feb. 01, 2014

49,844,253

Net income (loss)

460

0

460

Share-based payment compensation

1,044

0

1,044

0

Share-based payment compensation

0

Total Shareholders' Equity period end at May. 03, 2014

$ 79,712

$ 498

$ 533

$ 411,725

$ (333,044)

Common Stock, Shares, Outstanding period end at May. 03, 2014

49,844,253

Consolidated Statements of Cash Flows (USD $)

3 Months Ended

May 3, 2014

May 4, 2013

OPERATING ACTIVITIES:

Net loss

$ 460,000

$ 1,023,000

Adjustments to reconcile net loss to net cash provided by (used for) operating activities:

Depreciation and amortization

2,373,000

3,251,000

Share-based compensation

1,044,000

860,000

Amortization of deferred revenue

(22,000)

(21,000)

Amortization of deferred finance costs

48,000

65,000

Deferred income taxes

197,000

290,000

Changes in operating assets and liabilities:

Accounts receivable, net

10,748,000

6,683,000

Inventories, net

(1,834,000)

(9,160,000)

Prepaid expenses and other

60,000

463,000

Accounts payable and accrued liabilities

(14,567,000)

5,278,000

Net cash provided by (used for) operating activities

(1,493,000)

8,732,000

INVESTING ACTIVITIES:

Property and equipment additions

(2,591,000)

(1,327,000)

Net cash used for investing activities

(2,591,000)

(1,327,000)

FINANCING ACTIVITIES:

Payments for deferred issuance costs

(32,000)

(197,000)

Repayments of Long-term Capital Lease Obligations

(12,000)

0

Net cash provided by (used for) financing activities

(44,000)

(197,000)

Net increase (decrease) in cash and cash equivalents

(4,128,000)

7,208,000

BEGINNING CASH AND CASH EQUIVALENTS

29,177,000

26,477,000

ENDING CASH AND CASH EQUIVALENTS

25,049,000

33,685,000

Interest Paid

344,000

310,000

Income Taxes Paid

22,000

16,000

Property and equipment purchases included in accounts payable

871,000

155,000

Deferred financing costs included in accrued liabilities

$ 0

$ 29,000

General

The Company

General

ValueVision Media, Inc. and its subsidiaries ("we," "our," "us," or the "Company") is a multichannel electronic retailer that markets, sells and distributes products to consumers through TV, telephone, online, mobile and social media. The Company operates a 24-hour television shopping network, ShopHQ, which is distributed primarily through cable and satellite affiliation agreements, through which it offers brand name and private label products in the categories of jewelry & watches; home & consumer electronics; beauty, health & fitness; and fashion & accessories. Orders are fulfilled via telephone, online and mobile channels. The television network is distributed into approximately 87 million homes, primarily through cable and satellite affiliation agreements and agreements with telecommunications companies such as AT&T and Verizon. Programming is also streamed live on the Internet at ShopHQ.com. Programming is also distributed through a Company-owned full power television station in Boston, Massachusetts and through leased carriage on a full power television station in Seattle, Washington.

The Company also operates ShopHQ.com, a comprehensive e-commerce platform that sells products which appear on its television shopping channel as well as an extended assortment of online-only merchandise. The live programming and products are also marketed via mobile devices, including smartphones and tablets, and through the leading social media channels.

In May 2013, the Company announced its intention to rebrand its 24-hour television shopping network, ShopNBC, and its companion e-commerce internet website, ShopNBC.com, and on January 31, 2014, the Company officially transitioned to its new brand, ShopHQ and ShopHQ.com, to reinforce its positioning as the shopping headquarters for customers.

Basis of Financial Statement Presentation

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles ("GAAP") in the United States of America have been condensed or omitted in accordance with these rules and regulations. The accompanying condensed consolidated balance sheet as of February 1, 2014 has been derived from the Company's audited financial statements for the fiscal year ended February 1, 2014. The information furnished in the interim condensed consolidated financial statements includes normal recurring accruals and reflects all adjustments which, in the opinion of management, are necessary for a fair presentation of these financial statements. Although management believes the disclosures and information presented are adequate, these interim condensed consolidated financial statements should be read in conjunction with the Company’s most recent audited financial statements and notes thereto included in its annual report on Form 10-K for the fiscal year ended February 1, 2014. Operating results for the three-month period ended May 3, 2014 are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 2015.

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation.

Fiscal Year

The Company's fiscal year ends on the Saturday nearest to January 31. References to years in this report relate to fiscal years, rather than to calendar years. The Company’s most recently completed fiscal year, fiscal 2013, ended on February 1, 2014, and consisted of 52 weeks. Fiscal 2014 will end on January 31, 2015, and will contain 52 weeks. The quarters ended May 3, 2014 and May 4, 2013 each consisted of 13 weeks.

Fair Value Measurements

GAAP utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to observable quoted prices (unadjusted) in active markets for identical assets (Level 1 measurement), then priority to quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market (Level 2 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).

As of May 3, 2014 and February 1, 2014, the Company had $2,100,000 in Level 2 investments in the form of bank certificates of deposit which are used as cash collateral for the issuance of commercial and standby letters of credit. The Company's investments in certificates of deposits were measured using inputs based upon quoted prices for similar instruments in active markets and, therefore, were classified as Level 2 investments. As of May 3, 2014 and February 1, 2014, the Company also had a long-term variable rate bank credit loan with a carrying value of $38,000,000. The fair values of the variable rate bank loan approximates and is based on its carrying value. The Company has no Level 3 cash investments that use significant unobservable inputs.

Intangible Assets

Intangible assets in the accompanying consolidated balance sheets consisted of the following:

Weighted
Average
Life
(Years)

May 3, 2014

February 1, 2014

Gross

Carrying

Amount

Accumulated

Amortization

Gross

Carrying

Amount

Accumulated

Amortization

Indefinite-lived intangible assets:

FCC broadcast license

$

12,000,000

$

12,000,000

As of May 3, 2014 and February 1, 2014, the Company had an intangible FCC broadcasting license with a carrying value of $12,000,000 and a current fair value of $13,100,000. The Company annually reviews its FCC television broadcast license for impairment in the fourth quarter, or more frequently if an impairment indicator is present. The Company estimates the fair value of its FCC television broadcast license primarily by using income-based discounted cash flow models with the assistance of an independent outside fair value consultant. The discounted cash flow models utilize a range of assumptions including revenues, operating profit margin, projected capital expenditures and an unobservable discount rate. The Company concluded that the inputs used in its intangible FCC broadcasting license asset valuation are Level 3 inputs related to this valuation. The Company also considers comparable asset market and sales data for recent comparable market transactions for standalone television broadcasting stations to assist in determining fair value.

While the Company believes that its estimates and assumptions regarding the valuation of the license are reasonable, different assumptions or future events could materially affect its valuation. In addition, due to the illiquid nature of this asset, the Company's valuation for this license could be materially different if it were to decide to sell it in the short term which, upon revaluation, could result in a future impairment of this asset.

Amortization expense related to an expired NBCU trademark license was $1,000,000 for the three months ended May 4, 2013.

Credit Agreements

Credit Agreement

On February 9, 2012, the Company entered into a credit and security agreement (the "Credit Facility") with PNC Bank, N.A. ("PNC"), a member of The PNC Financial Services Group, Inc., as lender and agent. On January 31, 2014, the Company entered into a third amendment to its revolving credit and security agreement with PNC, as previously amended that, among other things, increased the size of the revolving line of credit from $50 million to $60 million and provides for a $15 million term loan on which the Company will draw to fund potential improvements at the Company's distribution facility in Bowling Green, Kentucky.

The revolving line of credit under the Credit Facility, as amended, bears interest at LIBOR plus 3% per annum. All borrowings under the amended Credit Facility mature and are payable on May 1, 2018. Subject to certain conditions, the Credit Facility also provides for the issuance of letters of credit in an aggregate amount up to $6 million which, upon issuance, would be deemed advances under the Credit Facility. Remaining capacity under the Credit Facility, currently $19.6 million, provides liquidity for working capital and general corporate purposes.

Maximum borrowings and available capacity under the amended revolving Credit Facility are equal to the lesser of $60 million or a calculated borrowing base comprised of eligible accounts receivable and eligible inventory. The Credit Facility is secured by substantially all of the Company’s personal property, as well as the Company’s real properties located in Eden Prairie, Minnesota and Bowling Green, Kentucky. Under certain circumstances, the borrowing base may be adjusted if there were to be a significant deterioration in value of the Company’s accounts receivable and inventory. The Credit Facility is subject to mandatory prepayment in certain circumstances. In addition, if the total Credit Facility is terminated prior to maturity, the Company would be required to pay an early termination fee of 3% of the total Credit Facility if terminated in year one; 1.0% if terminated in year two; 0.5% if terminated in year three; and no fee if terminated in years four or five. Interest expense recorded under the Credit Facility's revolving line of credit was $390,000 and $378,000 for the first three months of fiscal 2014 and fiscal 2013, respectively.

If drawn, the term loan shall bear interest at either (i) a fixed rate based on the LIBOR Rate for interest periods of one, two, three or six months, or (ii) a daily floating alternate base rate (the “Base Rate”), plus a margin of 5% on the Base Rate and 6% on the LIBOR Rate until January 31, 2015, at which time the margin shall adjust each fiscal year to a rate consisting of between 4% and 5% on Base Rate term loans and 5% to 6% on LIBOR Rate term loans based on the Company’s leverage ratio as demonstrated in its audited financial statements. Principal borrowings under the term loan are to be payable in monthly installments over an 84 month amortization period commencing six months after the initial term loan advance and are also subject to mandatory prepayment in certain circumstances, including, but not limited to, if the outstanding borrowings are more than the borrowing base and upon receipt of certain proceeds from dispositions of collateral. The third amendment also provides that borrowings under the term loan, if made, are subject to mandatory prepayment starting in the fiscal year ending January 31, 2016 in an amount equal to fifty percent (50%) of excess cash flow for such fiscal year, with any such payment not to exceed $3,750,000 in any such fiscal year. As of May 3, 2014, there were no borrowings under the Credit Facility term loan.

The amended Credit Facility contains customary covenants and conditions, including, among other things, maintaining a minimum of unrestricted cash plus facility availability of $10 million at all times and limiting annual capital expenditures. Certain financial covenants, including minimum EBITDA levels (as defined in the Credit Facility) and minimum fixed charge coverage ratio, become applicable only if unrestricted cash plus facility availability falls below $16 million or upon an event of default. In addition, the Credit Facility places restrictions on the Company’s ability to incur additional indebtedness or prepay existing indebtedness, to create liens or other encumbrances, to sell or otherwise dispose of assets, to merge or consolidate with other entities, and to make certain restricted payments, including payments of dividends to common shareholders. As of May 3, 2014, the Company was in compliance with the applicable covenants of the amended Credit Facility.

Costs incurred to obtain amendments to the Credit Facility of approximately $442,000 and unamortized costs incurred to obtain the original Credit Facility totaling $466,000 have been deferred and are being expensed as additional interest over the five-year term of the Credit Facility.

(Notes)

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

-Based Compensation - Stock Option Awards

Compensation is recognized for all share-based compensation arrangements by the Company. Stock-based compensation expense for the first three months of fiscal 2014 and fiscal 2013 related to stock option awards was $744,000 and $611,000, respectively. The Company has not recorded any income tax benefit from the exercise of stock options due to the uncertainty of realizing income tax benefits in the future.

As of May 3, 2014, the Company had two omnibus stock plans for which stock awards can be currently granted: the 2011 Omnibus Incentive Plan that provides for the issuance of up to 6,000,000 shares of the Company's stock and the 2004 Omnibus Stock Plan (as amended and restated in fiscal 2006) that provides for the issuance of up to 4,000,000 shares of the Company's common stock. The 2004 Omnibus Plan will expire on June 22, 2014. After that date, no further awards may be made under the 2004 Omnibus Plan, but any award granted under the 2004 Omnibus Plan and outstanding on June 22, 2014 will remain outstanding in accordance with its terms. No shares remaining available for awards under the 2004 Omnibus Plan at the time it terminates, and no shares subject to outstanding awards under the 2004 Omnibus Plan that are forfeited after the plan terminates will be available for future awards under the 2011 Omnibus Stock Plan. The 2001 Omnibus Stock Plan expired on June 21, 2011. These plans are administered by the human resources and compensation committee of the board of directors and provide for awards for employees, directors and consultants. All employees and directors of the Company and its affiliates are eligible to receive awards under the plans. The types of awards that may be granted under these plans include restricted and unrestricted stock, incentive and nonstatutory stock options, stock appreciation rights, performance units, and other stock-based awards. Incentive stock options may be granted to employees at such exercise prices as the human resources and compensation committee may determine but not less than 100% of the fair market value of the underlying stock as of the date of grant. No incentive stock option may be granted more than 10 years after the effective date of the respective plan's inception or be exercisable more than 10 years after the date of grant. Options granted to outside directors are nonstatutory stock options with an exercise price equal to 100% of the fair market value of the underlying stock as of the date of grant. With the exception of market-based options, options granted generally vest over three years in the case of employee stock options and vest immediately on the date of grant in the case of director options, and have contractual terms of 10 years from the date of grant.

The fair value of each time-based vesting option award is estimated on the date of grant using the Black-Scholes option pricing model that uses assumptions noted in the following table. Expected volatilities are based on the historical volatility of the Company's stock. Expected term is calculated using the simplified method taking into consideration the option's contractual life and vesting terms. The Company uses the simplified method in estimating its expected option term because it believes that historical exercise data cannot be accurately relied upon at this time to provide a reasonable basis for estimating an expected term due to the extreme volatility of its stock price and the resulting unpredictability of its stock option exercises. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Expected dividend yields were not used in the fair value computations as the Company has never declared or paid dividends on its common stock and currently intends to retain earnings for use in operations.



	Fiscal 2014	Fiscal 2013
Expected volatility	97%	100%
Expected term (in years)	5 years	6 years
Risk-free interest rate	1.5%	1.1% - 1.2%

Market-Based Stock Option Awards

On October 3, 2012, the Company granted 2,125,000 non-qualified market-based stock options to its executive officers as part of the Company's long-term executive compensation program. The options were granted with an exercise price of $4.00 and each option will become exercisable in three tranches, as follows, on the dates when the Company's average closing stock price for 20 consecutive trading days equals or exceeds the following prices: Tranche 1 (50% of the shares subject to the option at $6.00 per share); Tranche 2 (25% at $8.00 per share); and Tranche 3 (25% at $10.00 per share). On August 14, 2013, 50% of this stock option grant (Tranche 1) vested and as a result, the vesting of the second and third tranches can occur any time on or before the fifth anniversary of the grant date. Net shares issued upon the exercise of these market-based stock options (after shares are potentially withheld to cover the exercise price and applicable withholding taxes) may not be sold for a period of one year from the date of exercise. As of May 3, 2014, all 2,125,000 market-based stock option awards were outstanding. The total grant date fair value was estimated to be $1,998,000 and is being amortized over the derived service periods for each tranche.

Grant date fair values and derived service periods for each tranche were determined using a Monte Carlo valuation model based on assumptions, which included a weighted average risk-free interest rate of 0.38%, a weighted average expected life of 3.3 years and an implied volatility of 78% and were as follows for each tranche:



	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

A summary of the status of the Company’s stock option activity as of May 3, 2014 and changes during the three-months then ended is as follows:



	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 1, 2014	3,083,000	$	4.03	2,104,000	$	6.25	1,121,000	$	6.05	500,000	$	4.24
Granted	—	$	—	60,000	$	5.47	—	$	—	—	$	—
Exercised	—	$	—	—	$	—	—	$	—	—	$	—
Forfeited or canceled	—	$	—	—	$	—	—	$	—	—	$	—
Balance outstanding, May 3, 2014	3,083,000	$	4.03	2,164,000	$	6.23	1,121,000	$	6.05	500,000	$	4.24
Options exercisable at May 3, 2014	1,286,000	$	3.64	2,097,000	$	6.19	1,121,000	$	6.05	430,000	$	4.28

The following table summarizes information regarding stock options outstanding at May 3, 2014:



	Options Outstanding						Options Vested or Expected to Vest
Option Type	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value		Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
2011 Incentive:	3,083,000	$	4.03	7.2	$	2,736,000	2,585,000	$	3.76	8.5	$	2,683,000
2004 Incentive:	2,164,000	$	6.23	4.8	$	1,623,000	2,157,000	$	6.22	4.8	$	1,623,000
2001 Incentive:	1,121,000	$	6.05	4.2	$	878,000	1,121,000	$	6.05	4.2	$	878,000
Non-Qualified:	500,000	$	4.24	6.2	$	433,000	493,000	$	4.24	6.2	$	427,000

The weighted average grant-date fair value of options granted in the first three-months of fiscal 2014 and fiscal 2013 was $4.02 and $2.68, respectively. There were no options exercised during the first quarters of fiscal 2014 and fiscal 2013. As of May 3, 2014, total unrecognized compensation cost related to stock options was $2,371,000 and is expected to be recognized over a weighted average period of approximately 1.3 years.

Restricted Stock (Notes)

Restricted Stock

Compensation expense recorded in the first three months of fiscal 2014 and fiscal 2013 relating to restricted stock grants was $300,000 and $249,000, respectively. As of May 3, 2014, there was $2,386,000 of total unrecognized compensation cost related to non-vested restricted stock granted. That cost is expected to be recognized over a weighted average period of 1.4 years. The total fair value of restricted stock vested during the first three-months of fiscal 2014 and fiscal 2013 was $0 and $783,000, respectively.

On March 13, 2014, the Company granted a total of 53,000 shares of restricted stock to certain key employees as part of the Company's long-term incentive program. The restricted stock will vest in three equal annual installments beginning March 13, 2015. The aggregate market value of the restricted stock at the date of the award was $314,000 and is being amortized as compensation expense over the three-year vesting period. During the first quarter of fiscal 2014, the Company also granted a total of 4,000 shares of restricted stock to two new non-management board members as part of the Company's annual director compensation program. Each restricted stock award vests on the day immediately preceding the next annual meeting of shareholders following the date of grant. The aggregate market value of the restricted stock at the date of the award was $23,500 and is being amortized as director compensation expense through June 2014.

On November 25, 2013, the Company granted a total of 436,000 shares of restricted stock to certain key employees as part of the Company's long-term incentive program. The restricted stock will vest in three equal annual installments beginning November 25, 2014. The aggregate market value of the restricted stock at the date of the award was $2,426,000 and is being amortized as compensation expense over the three-year vesting period.

During the first half of fiscal 2013, the Company granted a total of 44,000 shares of restricted stock to six non-management board members as part of the Company's annual director compensation program. Each restricted stock award vests on the day immediately preceding the next annual meeting of shareholders following the date of grant. The aggregate market value of the restricted stock at the date of the award was $228,000 and is being amortized as director compensation expense over the twelve-month vesting period.

On October 3, 2012, the Company granted 300,000 shares of market-based restricted stock to certain key employees as part of the Company's long-term incentive program. Each restricted stock award will vest in three tranches, as follows, on the dates when the Company's average closing stock price for 20 consecutive trading days equals or exceeds the following prices: Tranche 1 (50% of the shares subject to the award at $6.00 per share); Tranche 2 (25% at $8.00 per share); and Tranche 3 (25% at $10.00 per share). On August 14, 2013, 50% of this restricted stock grant (Tranche 1) vested and as a result, the vesting of the second and third tranches can occur any time on or before the fifth anniversary of the grant date. Net shares received upon the vesting of these market-based stock restricted awards (after shares are potentially withheld to cover applicable withholding taxes) may not be sold for a period of one year from the date of vesting. As of May 3, 2014, 150,000 market-based restricted stock awards were outstanding. The total grant date fair value was estimated to be $425,000 and is being amortized over the derived service periods for each tranche.

Grant date fair values and derived service periods for each tranche were determined using a Monte Carlo valuation model based on assumptions, which included a weighted average risk-free interest rate of 0.32%, a weighted average expected life of 2.8 years and an implied volatility of 78% and were as follows for each tranche:



	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

A summary of the status of the Company’s non-vested restricted stock activity as of May 3, 2014 and changes during the three-month period then ended is as follows:



	Shares		Weighted Average Grant Date Fair Value
Non-vested outstanding, February 1, 2014	641,000		$4.49
Granted	57,000		$5.50
Vested	—		$0.00
Forfeited	(15,000	)	$5.57
Non-vested outstanding, May 3, 2014	683,000		$4.55

Net Income (Loss) Per Common Share (Notes)

Net Income (Loss) Per Common Share

Net Income Per Common Share

Basic net income per share is computed by dividing reported income by the weighted average number of shares of common stock outstanding for the reported period. Diluted income per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock of the Company during reported periods.

A reconciliation of net income per share calculations and the number of shares used in the calculation of basic income per share and diluted income per share is as follows:



	Three-Month Periods Ended
	May 3, 2014		May 4, 2013
Net income (a)	$	460,000	$	1,023,000
Weighted average number of shares of common stock outstanding — Basic	49,844,253		49,226,515
Dilutive effect of stock options, non-vested shares and warrants	6,496,717		5,427,159
Weighted average number of shares of common stock outstanding — Diluted	56,340,970		54,653,674
Net income per common share	$	0.01	$	0.02
Net income per common share — assuming dilution	$	0.01	$	0.02

(a) The net income for the three-month period ended May 3, 2014 includes costs related to an activist shareholder response of $1,045,000.

Business Segments and Sales by Product Group

The Company has only one reporting segment, which encompasses multichannel electronic retailing. The Company markets, sells and distributes its products to consumers primarily through its electronic multichannel mediums of television and internet website ShopHQ.com. The Company's multichannel electronic television shopping and internet online operations have similar economic characteristics with respect to products, product sourcing, vendors, marketing and promotions, gross margins, customers, and methods of distribution. In addition, the Company believes that its television shopping program is a key driver of traffic to the ShopHQ website whereby many of the internet sales originate from customers viewing the Company's television program and then place their orders online. All of the Company's sales are made in the United States. The chief operating decision maker is the Chief Executive Officer of the Company.

Information on net sales by significant product groups are as follows (in thousands):



	Three-Month Periods Ended
	May 3, 2014		May 4, 2013
Jewelry & Watches	$	68,904	$	66,184
Home & Consumer Electronics	37,301		41,950
Beauty, Health & Fitness	20,385		18,563
Fashion & Accessories	19,279		12,797
All other (primarily shipping & handling revenue)	13,832		11,860
Total	$	159,701	$	151,354

Income Taxes

At February 1, 2014, the Company had federal net operating loss carryforwards ("NOLs") of approximately $304 million, and state NOL's of approximately $140 million which are available to offset future taxable income. The Company's federal NOLs expire in varying amounts each year from 2023 through 2033 in accordance with applicable federal tax regulations and the timing of when the NOLs were incurred. In the first quarter of fiscal 2011, the Company had a change in ownership (as defined in Section 382 of the Internal Revenue Code) as a result of the issuance of common stock coupled with the redemption of all the Series B Preferred Stock held by GE Equity. Sections 382 and 383 limit the annual utilization of certain tax attributes, including NOL carryforwards, incurred prior to a change in ownership. The limitations imposed by Sections 382 and 383 are not expected to impair the Company's ability to fully realize its NOLs; however, the annual usage of NOLs incurred prior to the change in ownership will be limited. The Company currently has recorded a full valuation allowance for its net deferred tax assets. The ultimate realization of these deferred tax assets and related limitations depend on the ability of the Company to generate sufficient taxable income in the future, as well as the timing of such income.

For the first quarter of fiscal 2014 and the first quarter of fiscal 2013, the income tax provision included a non-cash tax charge of approximately $197,000 and $290,000, respectively, relating to changes in our long-term deferred tax liability related to the tax amortization of the Company's indefinite-lived intangible FCC license asset that is not available to offset existing deferred tax assets in determining changes to our income tax valuation allowance. The Company expects the continued tax amortization of its indefinite-lived intangible asset and resulting book versus tax asset carrying value difference to result in approximately $591,000 of additional non-cash income tax expense over the remainder of fiscal 2014.

Litigation

The Company is involved from time to time in various claims and lawsuits in the ordinary course of business. In the opinion of management, the claims and suits individually and in the aggregate will not have a material effect on the Company’s operations or consolidated financial statements.

Related Party Transactions

Relationship with GE Equity and NBCU

In January 2011, General Electric Company ("GE") consummated a transaction with Comcast Corporation ("Comcast") pursuant to which GE contributed all of its holdings in NBCU to NBCUniversal, LLC, a newly formed entity beneficially owned 51% by Comcast and 49% by GE. As a result of that transaction, NBCU is now a wholly owned subsidiary of NBCUniversal, LLC. In March 2013, GE sold its remaining 49% common equity interest in NBCUniversal, LLC to Comcast pursuant to an agreement reached in February 2013. As of May 3, 2014, the direct equity ownership of GE Equity in the Company consists of warrants to purchase up to 6,000,000 shares of common stock and the direct ownership of NBCU in the Company consists of 7,141,849 shares of common stock. The Company has a significant cable distribution agreement with Comcast and believes that the terms of this agreement are comparable to those with other cable system operators.

In connection with the January 2011 transfer of its ownership in NBCU to NBCUniversal, LLC, GE also agreed with Comcast that, for so long as GE Equity is entitled to appoint two members of the Company's board of directors, NBCU will be entitled to retain a board seat provided that NBCU beneficially owns at least 5% of the Company's adjusted outstanding common stock. Furthermore, GE agreed to obtain the consent of NBCU prior to consenting to the Company's adoption of any shareholders right plan or certain other actions that would impede or restrict the ability of NBCU to acquire or dispose of shares of the Company's voting stock or taking any action that would result in NBCU being deemed to be in violation of the Federal Communications Commission multiple ownership regulations. For additional information regarding the Company's arrangements with Comcast, GE, GE Equity and NBCU, see the Company's definitive Proxy Statement on Schedule 14A, filed with the SEC on May 9, 2014.

Distribution Facility Expansion (Notes)

Property, Plant and Equipment, Schedule of Significant Acquisitions and Disposals [Table Text Block]

Distribution Facility Expansion

During fiscal 2014, we have taken on a significant operational expansion initiative with respect to overall warehousing capacity and new equipment and system upgrades at our Bowling Green, Kentucky distribution facility. The expansion project will include the construction of a new building which, when completed, will expand our current $260,000 square foot facility to an approximately $600,000 square foot facility. The expansion project is expected to be completed in the first half of fiscal 2015. The updated facilities will also include new high-speed parcel shipping, handling and item sortation equipment to support our increased level of shipments and units and a new call center facility to better serve our customers. Total cost of the expansion will be approximately $25 million and will be financed with our expanded PNC credit facility and a $15 million PNC term loan. Construction is expected to start in the second quarter of fiscal 2014 with expected cash commitments of approximately $22 million during fiscal 2014 and cash commitments of approximately $3 million during the first quarter of fiscal 2015.

Basis of Financial Statement Presentation (Policies)

Fiscal Year

The Company's fiscal year ends on the Saturday nearest to January 31. References to years in this report relate to fiscal years, rather than to calendar years. The Company’s most recently completed fiscal year, fiscal 2013, ended on February 1, 2014, and consisted of 52 weeks. Fiscal 2014 will end on January 31, 2015, and will contain 52 weeks.

Intangible Assets (Tables)

Schedule of Finite-lived and Infinite-lived Intangible Asset [Table Text Block]

Intangible assets in the accompanying consolidated balance sheets consisted of the following:

Weighted
Average
Life
(Years)

May 3, 2014

February 1, 2014

Gross

Carrying

Amount

Accumulated

Amortization

Gross

Carrying

Amount

Accumulated

Amortization

Indefinite-lived intangible assets:

FCC broadcast license

$

12,000,000

$

12,000,000

(Tables)

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

Expected dividend yields were not used in the fair value computations as the Company has never declared or paid dividends on its common stock and currently intends to retain earnings for use in operations.



	Fiscal 2014	Fiscal 2013
Expected volatility	97%	100%
Expected term (in years)	5 years	6 years
Risk-free interest rate	1.5%	1.1% - 1.2%

2012 Market Grant [Table Text Block]

Grant date fair values and derived service periods for each tranche were determined using a Monte Carlo valuation model based on assumptions, which included a weighted average risk-free interest rate of 0.38%, a weighted average expected life of 3.3 years and an implied volatility of 78% and were as follows for each tranche:



	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

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

A summary of the status of the Company’s stock option activity as of May 3, 2014 and changes during the three-months then ended is as follows:



	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 1, 2014	3,083,000	$	4.03	2,104,000	$	6.25	1,121,000	$	6.05	500,000	$	4.24
Granted	—	$	—	60,000	$	5.47	—	$	—	—	$	—
Exercised	—	$	—	—	$	—	—	$	—	—	$	—
Forfeited or canceled	—	$	—	—	$	—	—	$	—	—	$	—
Balance outstanding, May 3, 2014	3,083,000	$	4.03	2,164,000	$	6.23	1,121,000	$	6.05	500,000	$	4.24
Options exercisable at May 3, 2014	1,286,000	$	3.64	2,097,000	$	6.19	1,121,000	$	6.05	430,000	$	4.28

Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding [Table Text Block]

The following table summarizes information regarding stock options outstanding at May 3, 2014:



	Options Outstanding						Options Vested or Expected to Vest
Option Type	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value		Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
2011 Incentive:	3,083,000	$	4.03	7.2	$	2,736,000	2,585,000	$	3.76	8.5	$	2,683,000
2004 Incentive:	2,164,000	$	6.23	4.8	$	1,623,000	2,157,000	$	6.22	4.8	$	1,623,000
2001 Incentive:	1,121,000	$	6.05	4.2	$	878,000	1,121,000	$	6.05	4.2	$	878,000
Non-Qualified:	500,000	$	4.24	6.2	$	433,000	493,000	$	4.24	6.2	$	427,000

Restricted Stock (Tables)

Schedule of Restricted Stock Fair Value [Table Text Block]

Grant date fair values and derived service periods for each tranche were determined using a Monte Carlo valuation model based on assumptions, which included a weighted average risk-free interest rate of 0.32%, a weighted average expected life of 2.8 years and an implied volatility of 78% and were as follows for each tranche:



	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

Schedule of Non-vested Restricted Stock Activity [Table Text Block]

A summary of the status of the Company’s non-vested restricted stock activity as of May 3, 2014 and changes during the three-month period then ended is as follows:



	Shares		Weighted Average Grant Date Fair Value
Non-vested outstanding, February 1, 2014	641,000		$4.49
Granted	57,000		$5.50
Vested	—		$0.00
Forfeited	(15,000	)	$5.57
Non-vested outstanding, May 3, 2014	683,000		$4.55

Net Income (Loss) Per Common Share (Tables)

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

A reconciliation of net income per share calculations and the number of shares used in the calculation of basic income per share and diluted income per share is as follows:



	Three-Month Periods Ended
	May 3, 2014		May 4, 2013
Net income (a)	$	460,000	$	1,023,000
Weighted average number of shares of common stock outstanding — Basic	49,844,253		49,226,515
Dilutive effect of stock options, non-vested shares and warrants	6,496,717		5,427,159
Weighted average number of shares of common stock outstanding — Diluted	56,340,970		54,653,674
Net income per common share	$	0.01	$	0.02
Net income per common share — assuming dilution	$	0.01	$	0.02

(a) The net income for the three-month period ended May 3, 2014 includes costs related to an activist shareholder response of $1,045,000.

Business Segments and Sales by Product Group (Tables)

Revenue from External Customers by Products and Services [Table Text Block]

Information on net sales by significant product groups are as follows (in thousands):



	Three-Month Periods Ended
	May 3, 2014		May 4, 2013
Jewelry & Watches	$	68,904	$	66,184
Home & Consumer Electronics	37,301		41,950
Beauty, Health & Fitness	20,385		18,563
Fashion & Accessories	19,279		12,797
All other (primarily shipping & handling revenue)	13,832		11,860
Total	$	159,701	$	151,354

General (Details)

3 Months Ended

May 3, 2014

Households

General [Abstract]

Household Broadcast Penetration, Number of Households

87,000,000

Basis of Financial Statement Presentation (Details)

3 Months Ended

12 Months Ended

May 3, 2014

May 4, 2013

Jan. 31, 2015

Feb. 1, 2014

Feb. 2, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Number of Weeks in Fiscal Year, Minimum

364 days

Number of Weeks in Fiscal Year, Maximum

371 days

Number Of Weeks In Fiscal Period

P13W

Fair Value Measurements (Details) (USD $)

May 3, 2014

Jan. 31, 2014

May 4, 2013

May 3, 2014

Operating and Broadcast Rights [Member]

Feb. 1, 2014

Operating and Broadcast Rights [Member]

Fair Value, Option, Quantitative Disclosures [Line Items]

Restricted Cash and Investments, Current

$ 2,100,000

Long-term Line of Credit, Noncurrent

38,000,000

Indefinite-Lived License Agreements

$ 12,000,000

Intangible Assets (Details) (USD $)

3 Months Ended

Oct. 27, 2012

May 3, 2014

Jan. 31, 2014

May 3, 2014

Operating and Broadcast Rights [Member]

Feb. 1, 2014

Operating and Broadcast Rights [Member]

Finite-Lived Intangible Assets [Line Items]

Indefinite-Lived License Agreements

$ 12,000,000

Fair Market Value of FCC License

13,100,000

Amortization of Intangible Assets

$ 1,000,000

Credit Agreements (Details) (USD $)

0 Months Ended

3 Months Ended

Feb. 1, 2014

Nov. 2, 2013

May 4, 2013

May 3, 2014

Jan. 31, 2014

May 1, 2013

Feb. 9, 2012

Debt Instrument [Line Items]

Line of Credit Facility, Maximum Borrowing Capacity

$ 15,000,000

2012 Line Of Credit Agreement - PNC Bank, N.A. [Member]

Debt Instrument [Line Items]

Line of Credit Facility, Maximum Borrowing Capacity

60,000,000

50,000,000

Debt Instrument, Maturity Date Range, End

5 years

Line of Credit Facility, Capacity Available for Trade Purchases

6,000,000

Line of Credit Facility, Remaining Borrowing Capacity

19,600,000

Interest Expense, Debt

390,000

378,000

Debt Instrument, Covenant Compliance, Minimum Unrestricted Cash Requirement

10,000,000

Debt Instrument, Covenant Compliance, Minimum Unrestricted Cash Threshold for Additional Covenants

16,000,000

Deferred Finance Costs, Noncurrent, Net

442,000

466,000

2014 Line Of Credit Amendment - PNC Bank, N.A. [Member]

Debt Instrument [Line Items]

Debt Instrument, Term

84 months

Debt Instrument Beginning Repayment

6 months

Mandatory Prepayment Percentage

50.00%

Mandatory Prepayment Maximum Amount

$ 3,750,000

LIBOR [Member] |
2012 Line Of Credit Agreement - PNC Bank, N.A. [Member]

Debt Instrument [Line Items]

Debt Instrument, Basis Spread on Variable Rate

3.00%

LIBOR [Member] |
2014 Line Of Credit Amendment - PNC Bank, N.A. [Member]

Debt Instrument [Line Items]

Debt Instrument, Basis Spread on Variable Rate

6.00%

LIBOR Rate Period One

1 month

LIBOR Rate Period Two

2 months

LIBOR Rate Period Three

3 months

LIBOR Rate Period Four

6 months

Debt Instrument Minimum Basis Spread

5.00%

Debt Instrument Maximum Basis Spread

6.00%

Base Rate Option [Member] |
2014 Line Of Credit Amendment - PNC Bank, N.A. [Member]

Debt Instrument [Line Items]

Debt Instrument, Basis Spread on Variable Rate

5.00%

Debt Instrument Minimum Basis Spread

4.00%

Debt Instrument Maximum Basis Spread

5.00%

Year One [Member] |
2012 Line Of Credit Agreement - PNC Bank, N.A. [Member]

Debt Instrument [Line Items]

Debt Early Termination Fee

3.00%

Year Two [Member] |
2012 Line Of Credit Agreement - PNC Bank, N.A. [Member]

Debt Instrument [Line Items]

Debt Early Termination Fee

1.00%

Year Three [Member] |
2012 Line Of Credit Agreement - PNC Bank, N.A. [Member]

Debt Instrument [Line Items]

Debt Early Termination Fee

0.50%

Stock Grant Volatility (Details)

3 Months Ended

May 3, 2014

May 4, 2013

Share-based Compensation [Abstract]

Award Vesting Period

3 years

Expected Volatility Rate, Minimum

97.00%

100.00%

Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum

97.00%

100.00%

Risk Free Interest Rate, Minimum

1.50%

1.10%

Risk Free Interest Rate, Maximum

1.50%

1.20%

Expected Term

5 years

6 years

Grant Term Limit

10 years

Exercise Term Limit

10 years

Stock Option Activity (Details) (USD $)

3 Months Ended

May 3, 2014

May 4, 2013

Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]

Granted, weighted average grant date fair value

$ 4.02

$ 2.68

2011 Omnibus Incentive Plan [Member]

Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]

Balance outstanding at beginning of period

3,083,000

Granted

0

Exercised

0

Forfeited or canceled

0

Balance outstanding at end of period

3,083,000

Options exercisable

1,286,000

Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]

Balance outstanding at beginning of period, weighted average exercise price

$ 4.03

Granted, weighted average grant date fair value

$ 0.00

Exercised, weighted average exercise price

$ 0.00

Forfeited or canceled, weighted average grant date fair value

$ 0.00

Balance outstanding at end of period, weighted average exercise price

$ 4.03

Options exercisable, weighted average exercise price

$ 3.64

2004 Omnibus Incentive Stock Plan [Member]

Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]

Balance outstanding at beginning of period

2,104,000

Granted

60,000

Exercised

0

Forfeited or canceled

0

Balance outstanding at end of period

2,164,000

Options exercisable

2,097,000

Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]

Balance outstanding at beginning of period, weighted average exercise price

$ 6.25

Granted, weighted average grant date fair value

$ 5.47

Exercised, weighted average exercise price

$ 0.00

Forfeited or canceled, weighted average grant date fair value

$ 0.00

Balance outstanding at end of period, weighted average exercise price

$ 6.23

Options exercisable, weighted average exercise price

$ 6.19

2001 Omnibus Stock Plan [Member]

Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]

Balance outstanding at beginning of period

1,121,000

Granted

0

Exercised

0

Forfeited or canceled

0

Balance outstanding at end of period

1,121,000

Options exercisable

1,121,000

Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]

Balance outstanding at beginning of period, weighted average exercise price

$ 6.05

Granted, weighted average grant date fair value

$ 0.00

Exercised, weighted average exercise price

$ 0.00

Forfeited or canceled, weighted average grant date fair value

$ 0.00

Balance outstanding at end of period, weighted average exercise price

$ 6.05

Options exercisable, weighted average exercise price

$ 6.05

Stock Option [Member]

Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]

Balance outstanding at beginning of period

500,000

Granted

0

Exercised

0

Forfeited or canceled

0

Balance outstanding at end of period

500,000

Options exercisable

430,000

Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]

Balance outstanding at beginning of period, weighted average exercise price

$ 4.24

Granted, weighted average grant date fair value

$ 0.00

Exercised, weighted average exercise price

$ 0.00

Forfeited or canceled, weighted average grant date fair value

$ 0.00

Balance outstanding at end of period, weighted average exercise price

$ 4.24

Options exercisable, weighted average exercise price

$ 4.28

Outstanding Stock Options (Details) (USD $)

3 Months Ended

May 3, 2014

Feb. 1, 2014

2011 Omnibus Incentive Plan [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Options outstanding

3,083,000

Options outstanding, weighted average exercise price

$ 4.03

Options outstanding, weighted average remaining contractual term

7 years 2 months 12 days

Options outstanding, aggregate intrinsic value

$ 2,736,000

Vested or expected to vest, outstanding

2,585,000

Vested or expected to vest, outstanding, weighted average exercise price

$ 3.76

Vested or expected to vest, outstanding, weighted average remaining contractual term

8 years 6 months

Vested or expected to vest, outstanding, aggregate intrinsic value

2,683,000

2004 Omnibus Incentive Stock Plan [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Options outstanding

2,164,000

2,104,000

Options outstanding, weighted average exercise price

$ 6.23

$ 6.25

Options outstanding, weighted average remaining contractual term

4 years 9 months 18 days

Options outstanding, aggregate intrinsic value

1,623,000

Vested or expected to vest, outstanding

2,157,000

Vested or expected to vest, outstanding, weighted average exercise price

$ 6.22

Vested or expected to vest, outstanding, weighted average remaining contractual term

4 years 9 months 18 days

Vested or expected to vest, outstanding, aggregate intrinsic value

1,623,000

2001 Omnibus Stock Plan [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Options outstanding

1,121,000

Options outstanding, weighted average exercise price

$ 6.05

Options outstanding, weighted average remaining contractual term

4 years 2 months 12 days

Options outstanding, aggregate intrinsic value

878,000

Vested or expected to vest, outstanding

1,121,000

Vested or expected to vest, outstanding, weighted average exercise price

$ 6.05

Vested or expected to vest, outstanding, weighted average remaining contractual term

4 years 2 months 12 days

Vested or expected to vest, outstanding, aggregate intrinsic value

878,000

Stock Option [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Options outstanding

500,000

Options outstanding, weighted average exercise price

$ 4.24

Options outstanding, weighted average remaining contractual term

6 years 2 months 12 days

Options outstanding, aggregate intrinsic value

433,000

Vested or expected to vest, outstanding

493,000

Vested or expected to vest, outstanding, weighted average exercise price

$ 4.24

Vested or expected to vest, outstanding, weighted average remaining contractual term

6 years 2 months 12 days

Vested or expected to vest, outstanding, aggregate intrinsic value

$ 427,000

Narrative (Details) (USD $)

3 Months Ended

0 Months Ended

3 Months Ended

0 Months Ended

May 3, 2014

May 4, 2013

May 3, 2014

Minimum [Member]

May 3, 2014

2011 Omnibus Incentive Plan [Member]

Oct. 3, 2012

Market Based Stock Options Awards [Member]

May 3, 2014

2004 Omnibus Incentive Stock Plan [Member]

Jun. 19, 2013

Restricted Stock [Member]

May 3, 2014

Restricted Stock [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Allocated Share-based Compensation Expense

$ 744,000

$ 611,000

Document Period End Date

May 03, 2014

Number of Omnibus Stock Plans

2

Number of shares authorized

6,000,000

4,000,000

Purchase price of common stock, percent

100.00%

Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period

10 years

Award Vesting Period

3 years

12 months

Granted, weighted average grant date fair value

$ 4.02

$ 2.68

$ 0.00

$ 4.00

$ 5.47

Unrecognized compensation cost related to non-vested awards

$ 2,371,000

$ 2,386,000

Period for recognition of unrecognized compensation cost

1 year 3 months 18 days

Share-based Compensation Arrangement, Options, Grants in Period, Gross

0

2,125,000

60,000

Market Based Stock Option Awards (Details) (USD $)

3 Months Ended

0 Months Ended

3 Months Ended

0 Months Ended

3 Months Ended

0 Months Ended

3 Months Ended

0 Months Ended

3 Months Ended

0 Months Ended

3 Months Ended

May 3, 2014

May 4, 2013

Oct. 3, 2012

2011 Omnibus Incentive Plan [Member]

May 3, 2014

2011 Omnibus Incentive Plan [Member]

Feb. 1, 2014

2011 Omnibus Incentive Plan [Member]

Oct. 3, 2012

Market Based Stock Options Awards [Member]

tranche

May 3, 2014

Market Based Stock Options Awards [Member]

May 3, 2014

Tranche 1 [Member]

Nov. 2, 2013

Tranche 1 [Member]

Oct. 3, 2012

Tranche 2 [Member]

May 3, 2014

Tranche 2 [Member]

Oct. 3, 2012

Tranche 3 [Member]

May 3, 2014

Tranche 3 [Member]

Oct. 3, 2012

Restricted Stock [Member]

May 3, 2014

Restricted Stock [Member]

May 4, 2013

Restricted Stock [Member]

May 3, 2014

Restricted Stock [Member]

Tranche 1 [Member]

May 3, 2014

Restricted Stock [Member]

Tranche 2 [Member]

May 3, 2014

Restricted Stock [Member]

Tranche 3 [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Share-based compensation

$ 1,044,000

$ 860,000

$ 300,000

$ 249,000

Allocated Share-based Compensation Expense

744,000

611,000

Granted

0

2,125,000

Award vesting rights

.5

.25

Stock Option Plans, Exercise Price Range, Lower Range Limit

$ 6.00

$ 8.00

$ 10.00

Risk Free Interest Rate

0.38%

0.32%

Weighted average volatility rate

78.00%

Required Stock Option Holding Period

1 year

Options outstanding

3,083,000

2,125,000

Granted, weighted average grant date fair value

$ 4.02

$ 2.68

$ 0.00

$ 4.00

$ 0.93

$ 0.95

$ 1.48

$ 1.39

$ 1.31

Number of tranches

3

Number of consecutive trading days

20 days

Expected Term

5 years

6 years

3 years 3 months 18 days

15 months

20 months

24 months

2 years 9 months 18 days

15 months

20 months

24 months

Grant date fair value

$ 1,998,000

Restricted Stock (Details) (USD $)

0 Months Ended

3 Months Ended

Mar. 17, 2014

Mar. 13, 2014

Nov. 25, 2013

Jun. 19, 2013

Oct. 3, 2012

May 3, 2014

May 4, 2013

Feb. 1, 2014

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Share-based compensation

$ 1,044,000

$ 860,000

Unrecognized compensation cost related to non-vested awards

2,371,000

Award Vesting Period

3 years

Restricted Stock [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Share-based compensation

300,000

249,000

Unrecognized compensation cost related to non-vested awards

2,386,000

Weighted average remaining contractual term

1 year 4 months 24 days

Restricted stock vested in period, total fair value

0

783,000

Granted

4,000

53,000

436,000

44,000

300,000

57,000

Award Vesting Period

12 months

Total grant date fair value

23,500

314,000

2,426,000

228,000

425,000

Number of non-management board members granted shares

$ 2

$ 6

Non-vested shares outstanding, end of period

683,000

641,000

Restricted Stock Non-Vested Restricted Stock Table (Details) (USD $)

0 Months Ended

3 Months Ended

Mar. 17, 2014

Mar. 13, 2014

tranche

Nov. 25, 2013

tranche

Jun. 19, 2013

Oct. 3, 2012

tranche

May 3, 2014

May 4, 2013

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Share-based compensation

$ 1,044,000

$ 860,000

Restricted Stock [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Share-based compensation

300,000

249,000

Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward]

Non-vested shares outstanding, beginning of period

641,000

Granted

4,000

53,000

436,000

44,000

300,000

57,000

Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Number of Tranches

3

Share Based Compensation Arrangement by Share Based Payment Award Equity Intstrument Other than Options Aggregate Value

$ 23,500

$ 314,000

$ 2,426,000

$ 228,000

$ 425,000

Vested

0

Forfeited

(15,000)

Non-vested shares outstanding, end of period

683,000

Share-based Compensation Arrangement by Share based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]

Non-vested outstanding, Weighted Average Grant Date Fair Value, February 2, 2013

$ 4.49

Granted, Weighted Average Grant Date Fair Value

$ 5.50

Vested, Weighted Average Grant Date Fair Value

$ 0.00

Forfeited, Weighted Average Grant Date Fair Value

$ 5.57

Non-vested outstanding, Weighted Average Grant Date Fair Value, May 4, 2013

$ 4.55

Restricted Stock Market Based Restricted Stock (Details) (USD $)

3 Months Ended

0 Months Ended

3 Months Ended

0 Months Ended

3 Months Ended

0 Months Ended

3 Months Ended

0 Months Ended

3 Months Ended

May 3, 2014

May 4, 2013

Mar. 17, 2014

Restricted Stock [Member]

Mar. 13, 2014

Restricted Stock [Member]

tranche

Nov. 25, 2013

Restricted Stock [Member]

tranche

Jun. 19, 2013

Restricted Stock [Member]

Oct. 3, 2012

Restricted Stock [Member]

tranche

May 3, 2014

Restricted Stock [Member]

Feb. 1, 2014

Restricted Stock [Member]

May 3, 2014

Tranche 1 [Member]

Oct. 3, 2012

Tranche 1 [Member]

Restricted Stock [Member]

May 3, 2014

Tranche 1 [Member]

Restricted Stock [Member]

May 3, 2014

Tranche 2 [Member]

Oct. 3, 2012

Tranche 2 [Member]

Restricted Stock [Member]

May 3, 2014

Tranche 2 [Member]

Restricted Stock [Member]

May 3, 2014

Tranche 3 [Member]

Oct. 3, 2012

Tranche 3 [Member]

Restricted Stock [Member]

May 3, 2014

Tranche 3 [Member]

Restricted Stock [Member]

May 3, 2014

Market Based Stock Restricted Stock Awards [Member]

Restricted Stock [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Document Period End Date

May 03, 2014

Number of tranches

3

Number of consecutive trading days

20 days

Exercise price range, minimum

$ 6.00

$ 8.00

$ 10.00

Award vesting percentage

50.00%

25.00%

Risk Free Interest Rate

0.32%

Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate

78.00%

Granted, weighted average grant date fair value

$ 4.02

$ 2.68

$ 0.93

$ 1.48

$ 0.95

$ 1.39

$ 0.95

$ 1.31

Expected Term

5 years

6 years

2 years 9 months 18 days

15 months

20 months

24 months

Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period

4,000

53,000

436,000

44,000

300,000

57,000

Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number

683,000

641,000

150,000

Net Income (Loss) Per Common Share (Details) (USD $)

In Thousands, except Share data, unless otherwise specified

3 Months Ended

May 3, 2014

May 4, 2013

Earnings Per Share [Abstract]

Document Period End Date

May 03, 2014

Net income (loss) (a)

$ 460

$ 1,023

Weighted average number of common shares outstanding — Basic

49,844,253

49,226,515

Dilutive effect of stock options, non-vested shares and warrants (b)

6,496,717

5,427,159

Weighted average number of common shares outstanding — Diluted

56,340,970

54,653,674

Net income (loss) per common share

$ 0.01

$ 0.02

Net income (loss) per common share — assuming dilution

$ 0.01

$ 0.02

Business Segments and Sales by Product Group (Details) (USD $)

In Thousands, unless otherwise specified

3 Months Ended

May 3, 2014

May 4, 2013

Revenue from External Customer [Line Items]

Jewelry & Watches

$ 68,904

$ 66,184

Home & Electronics

37,301

41,950

Beauty, Health & Fitness

20,385

18,563

Fashion (apparel, outerwear & accessories)

19,279

12,797

All other

13,832

11,860

Total

$ 159,701

$ 151,354

Income Taxes (Details) (USD $)

3 Months Ended

12 Months Ended

May 3, 2014

May 4, 2013

Feb. 1, 2014

Jan. 31, 2015

Scenario, Forecast [Member]

Income Tax Disclosure [Abstract]

Operating Loss Carryforwards

$ 304,000,000

Deferred Tax Assets, Operating Loss Carryforwards, State and Local

140,000,000

Deferred Income Tax Expense (Benefit)

197,000

290,000

Income Tax Disclosures [Line Items]

Deferred Income Tax Expense (Benefit), Remainder of Year

$ 591,000

Related Party Transactions (Details)

3 Months Ended

May 3, 2014

board_members

Nov. 2, 2013

Feb. 2, 2013

Jan. 2, 2011

Comcast [Member]

May 3, 2014

GE [Member]

Jan. 2, 2011

GE [Member]

May 3, 2014

NBCU [Member]

Related Party Transaction [Line Items]

Equity Method Investment, Ownership Percentage in NBCU

51.00%

49.00%

Current Fiscal Year End Date

--01-31

Warrants, Outstanding

6,000,000

Common Stock Shares Held in Subsidiary

7,141,849

Number of Members Related Party Entitled to Appoint to Board of Directors

2

Minimum Beneficial Ownership to Retain Board Seat

5.00%

Distribution Facility Expansion (Details) (USD $)

In Millions, unless otherwise specified

3 Months Ended

6 Months Ended

12 Months Ended

May 3, 2014

sqft

Jan. 31, 2014

May 2, 2015

Scenario, Forecast [Member]

Aug. 1, 2015

Scenario, Forecast [Member]

Jan. 31, 2015

Scenario, Forecast [Member]

Future Distribution Facility Expansion [Line Items]

Current Facility Square Footage

260,000

Expanded Facility Square Footage

600,000

Expected Significant Asset Acquisition

$ 25

Line of Credit Facility, Maximum Borrowing Capacity

15

Estimated Construction Costs, Remainder of Fiscal Year

22

Property, Plant and Equipment, Additions

$ 3