EVINE LIVE INC., 10-Q filed on 11/29/2012
Quarterly Report
Document and Entity Information
9 Months Ended
Oct. 27, 2012
Nov. 26, 2012
Document Information [Line Items]
 
 
Entity Registrant Name
VALUEVISION MEDIA INC 
 
Entity Central Index Key
0000870826 
 
Current Fiscal Year End Date
--02-02 
 
Entity Filer Category
Accelerated Filer 
 
Document Type
10-Q 
 
Document Period End Date
Oct. 27, 2012 
 
Document Fiscal Year Focus
2012 
 
Document Fiscal Period Focus
Q3 
 
Amendment Flag
false 
 
Entity Common Stock, Shares Outstanding
 
49,091,361 
Condensed Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Oct. 27, 2012
Jan. 28, 2012
Current assets:
 
 
Cash and cash equivalents
$ 30,509 
$ 32,957 
Restricted cash and investments
2,100 
2,100 
Accounts receivable, net
83,418 
80,274 
Inventories
53,884 
43,476 
Prepaid expenses and other
5,363 
4,464 
Total current assets
175,274 
163,271 
Property and equipment, net
25,587 
27,992 
FCC broadcasting license
23,111 
23,111 
NBC trademark license agreement, net
4,997 
1,215 
Other assets
833 
2,871 
Total Assets
229,802 
218,460 
Current liabilities:
 
 
Accounts payable
70,806 
53,437 
Accrued liabilities
32,652 
37,842 
Deferred revenue
85 
85 
Total current liabilities
103,543 
91,364 
Deferred revenue
442 
507 
Long-term payable
25,000 
Long-term Line of Credit, Noncurrent
38,000 
Total liabilities
141,985 
116,871 
Commitments and Contingencies
   
   
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
490 
486 
Warrants to purchase 6,007,372 shares of common stock
567 
567 
Additional paid-in capital
406,332 
403,849 
Accumulated deficit
(319,572)
(303,313)
Total shareholders’ equity
87,817 
101,589 
Total Liabilities and Equity
$ 229,802 
$ 218,460 
Consolidated Balance Sheets (Parentheticals) (USD $)
Oct. 27, 2012
Jan. 28, 2012
Stockholders' Equity:
 
 
Common stock, par value
$ 0.01 
$ 0.01 
Common stock, shares authorized
100,000,000 
100,000,000 
Common stock, shares issued
48,925,021 
48,560,205 
Common stock, shares outstanding
48,925,021 
48,560,205 
Warrants, Outstanding
6,007,372 
6,007,372 
Condensed Consolidated Statements of Operations (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended 9 Months Ended
Oct. 27, 2012
Oct. 29, 2011
Oct. 27, 2012
Oct. 29, 2011
Net sales
$ 137,592 
$ 135,187 
$ 409,320 
$ 410,857 
Cost of sales
86,802 
84,945 
255,818 
255,955 
Gross profit
50,790 
50,242 
153,502 
154,902 
Operating expense:
 
 
 
 
Distribution and selling
46,762 
47,577 
142,308 
140,366 
General and administrative
4,242 
4,824 
13,446 
14,796 
Depreciation and amortization
3,174 
3,210 
10,026 
9,278 
Total operating expense
54,178 
55,611 
165,780 
164,440 
Operating loss
(3,388)
(5,369)
(12,278)
(9,538)
Other income (expense):
 
 
 
 
Interest income
17 
11 
61 
Interest expense
(379)
(982)
(3,571)
(4,528)
Gain on sale of assets
100 
100 
Gains (Losses) on Extinguishment of Debt
500 
25,679 
Total other expense
(272)
(965)
(3,960)
(30,146)
Loss before income taxes
(3,660)
(6,334)
(16,238)
(39,684)
Income tax (provision) benefit
(15)
(16)
(21)
(52)
Net loss
$ (3,675)
$ (6,350)
$ (16,259)
$ (39,736)
Net loss per common share
$ (0.08)
$ (0.13)
$ (0.33)
$ (0.87)
Net loss per common share — assuming dilution
$ (0.08)
$ (0.13)
$ (0.33)
$ (0.87)
Weighted average number of common shares outstanding:
 
 
 
 
Basic
48,931,464 
48,472,205 
48,807,749 
45,752,867 
Diluted
48,931,464 
48,472,205 
48,807,749 
45,752,867 
Condensed Consolidated Statement of Shareholders' Equity (USD $)
Total
Common Stock [Member]
Warrant [Member]
Additional Paid-in Capital [Member]
Accumulated Deficit
Total Shareholders' Equity period beginning at Jan. 28, 2012
$ 101,589,000 
$ 486,000 
$ 567,000 
$ 403,849,000 
$ (303,313,000)
Common Stock, Shares, Outstanding period beginning at Jan. 28, 2012
48,560,205 
48,560,205 
 
 
 
Net loss
(16,259,000)
(16,259,000)
Common stock issuances pursuant to equity compensation plans, Shares
 
379,281 
 
 
 
Common stock issuances pursuant to equity compensation plans, Value
84,000 
4,000 
80,000 
Share-based compensation
 
 
 
 
Share-based compensation
2,403,000 
2,403,000 
Total Shareholders' Equity period end at Oct. 27, 2012
$ 87,817,000 
$ 490,000 
$ 567,000 
$ 406,332,000 
$ (319,572,000)
Common Stock, Shares, Outstanding period end at Oct. 27, 2012
48,925,021 
48,939,486 
 
 
 
Condensed Consolidated Statements of Cash Flows (USD $)
9 Months Ended
Oct. 27, 2012
Oct. 29, 2011
OPERATING ACTIVITIES:
 
 
Net loss
$ (16,259,000)
$ (39,736,000)
Adjustments to reconcile net loss to net cash provided by (used for) operating activities:
 
 
Depreciation and amortization
10,176,000 
9,478,000 
Share-based compensation
2,403,000 
3,737,000 
Write-off of deferred financing costs
2,306,000 
Amortization of deferred revenue
(65,000)
(547,000)
Amortization of debt discount
575,000 
Amortization of deferred finance costs
184,000 
453,000 
Debt extinguishment
500,000 
25,679,000 
Gain on the disposal of equipment
(102,000)
(412,000)
Changes in operating assets and liabilities:
 
 
Accounts receivable, net
(3,144,000)
2,663,000 
Inventories, net
(10,408,000)
(15,881,000)
Prepaid expenses and other
(852,000)
(798,000)
Accounts payable and accrued liabilities
9,465,000 
(3,669,000)
Accrued dividends payable — Series B Preferred Stock
1,069,000 
Net cash provided by (used for) operating activities
(5,796,000)
(17,389,000)
INVESTING ACTIVITIES:
 
 
Property and equipment additions
(4,786,000)
(9,101,000)
Purchase of NBC Trademark License
(4,000,000)
Proceeds from disposal of equipment
102,000 
412,000 
Net cash used for investing activities
(8,684,000)
(8,689,000)
FINANCING ACTIVITIES:
 
 
Payment for Series B Preferred stock redemption
(40,854,000)
Payment for Series B Preferred stock dividend
(8,915,000)
Payments for deferred issuance costs
(552,000)
(94,000)
Proceeds from Issuance of Long-term Debt
38,215,000 
Repayments of Long-term Debt
(25,715,000)
Proceeds from exercise of stock options
84,000 
1,712,000 
Procceeds from issuance of common stock, net
55,500,000 
Net cash provided by (used for) financing activities
12,032,000 
7,349,000 
Net increase (decrease) in cash and cash equivalents
(2,448,000)
(18,729,000)
BEGINNING CASH AND CASH EQUIVALENTS
32,957,000 
46,471,000 
ENDING CASH AND CASH EQUIVALENTS
30,509,000 
27,742,000 
SUPPLEMENTAL CASH FLOW INFORMATION:
 
 
Interest paid
1,651,000 
2,617,000 
Income taxes paid
27,000 
60,000 
SUPPLEMENTAL NON CASH INVESTING AND FINANCING ACTIVITIES:
 
 
Property and equipment purchases included in accounts payable
92,000 
551,000 
Intangible asset purchase included in accrued liabilities
$ 2,830,000 
$ 0 
Issuance of 689,655 shares of common stock for license agreement
4,166,000 
General
General
General
ValueVision Media, Inc. and its subsidiaries (the “Company”) is a multichannel electronic retailer that markets, sells and distributes products to consumers through TV, telephone, online, mobile and social media. Our principal form of product exposure is our 24-hour television shopping network, ShopNBC, which markets 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. ShopNBC is distributed into approximately 83 million homes, primarily through cable and satellite affiliation agreements and the purchase of month-to-month full- and part-time lease agreements of cable and broadcast television time. ShopNBC programming is also streamed live on the Internet at www.ShopNBC.com and www.ShopNBC.tv. We also distribute our programming 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 ShopNBC.com, a comprehensive e-commerce platform that sells products appearing on its television shopping channel as well as an extended assortment of online-only merchandise. Its programming and products are also marketed via mobile devices - including smartphones and tablets such as the iPad, and through the leading social media channels.

The Company has an exclusive trademark license from NBCUniversal Media, LLC, formerly known as NBC Universal, Inc. (“NBCU”), for the worldwide use of an NBC-branded name through January 2014. Pursuant to the license, we operate our television home shopping network and our Internet websites, ShopNBC.com and ShopNBC.TV.
Basis of Financial Statement Presentation
Basis of Financial Statement Presentation
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. 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 January 28, 2012 has been derived from the Company's audited financial statements for the fiscal year ended January 28, 2012. 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 January 28, 2012. Operating results for the three and nine month periods ended October 27, 2012 are not necessarily indicative of the results that may be expected for the fiscal year ending February 2, 2013.
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 2011, ended on January 28, 2012, and consisted of 52 weeks. Fiscal 2012 will end on February 2, 2013, and will contain 53 weeks.
Fair Value Measurements
Fair Value Measurements
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 and liabilities and the lowest priority to unobservable inputs.
As of October 27, 2012 and January 28, 2012 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. Our 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 October 27, 2012 and January 28, 2012 the Company also had long-term variable rate bank credit loans with carrying values of $38,000,000 and $25,000,000, respectively. The fair values of the variable rate bank loans approximate and are based on their carrying values. The Company has no Level 3 investments that use significant unobservable inputs.
Intangible Assets
Intangible Assets
Intangible Assets
Intangible assets in the accompanying consolidated balance sheets consisted of the following:
 
 
Weighted
Average
Life
(Years)
 
October 27, 2012
 
January 28, 2012
 
 
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Gross
Carrying
Amount
 
Accumulated
Amortization
Finite-lived intangible assets:
 
 
 
 
 
 
 
 
 
 
NBC trademark license - second renewal
 
1.7
 
$
6,830,000

 
$
(1,833,000
)
 
$

 
$

NBC trademark license - first renewal
 
1.0
 
$
4,166,000

 
$
(4,166,000
)
 
$
4,166,000

 
$
(2,951,000
)
 
 
 
 
 
 
 
 
 
 
 
Indefinite-lived intangible assets:
 
 
 
 
 
 
 
 
 
 
FCC broadcast license
 

 
$
23,111,000

 
 
 
$
23,111,000

 
 

On May 11, 2012, the Company amended its trademark license agreement for the use of the ShopNBC brand name with NBCU, extending the term of the license agreement through January 2014. As consideration for the amendment, the Company paid NBCU $4,000,000 upon execution and will pay an additional $2,830,000 on May 15, 2013, which is included in accrued liabilities in the accompanying October 27, 2012 consolidated balance sheet. NBCU also has the right to terminate the trademark license agreement if the Company were to be in default on its Credit Facility (as defined below), unless waived or cured within 90 days of default, or if unrestricted cash plus credit availability on the facility were to fall below $8 million. On May 16, 2011, the Company issued 689,655 shares of the Company's common stock as consideration for a one year renewal of the same trademark license agreement. Shares issued were valued at $6.04 per share, representing the fair market value of the Company's stock on the date of issuance.
Amortization expense was $1,000,000 and $3,048,000 for the three and nine month periods ended October 27, 2012 and $1,042,000 and $2,838,000 for the three and nine month periods ended October 29, 2011. Estimated amortization expense for fiscal 2012 will be approximately $4,048,000.
The Company annually reviews its FCC 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 broadcast license by using an income-based discounted cash flow model with the assistance of an independent outside fair value consultant. The discounted cash flow model includes certain assumptions including revenues, operating profit and a discount rate. While we believe that our 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, our valuation for this license could be materially different if we were to decide to sell it in the short term which, upon revaluation, could result in a future impairment of this asset.

Preferred Stock and Long-Term Payable
Preferred Stock and Long-Term Payables
Preferred Stock and Long-Term Payable

In February 2011, the Company made a $2.5 million payment to GE Capital Equity Investments, Inc. ("GE Equity"), in connection with obtaining a consent for the execution of a common stock equity offering in December 2010, reducing the outstanding accrued dividends payable on the Series B Preferred Stock and recorded a $1.2 million charge to income related to the early preferred stock debt extinguishment. In April 2011, the Company redeemed all of its outstanding Series B Preferred Stock for $40.9 million, paid accrued Series B Preferred dividends of $6.4 million and recorded a $24.5 million charge related to the early preferred stock debt extinguishment.
In the third quarter of fiscal 2009, the Company entered into a long-term agreement with one of its larger service providers to defer a material portion of its monthly contractual cash payment obligation for services over the next three fiscal years. All services under this arrangement are being recognized as expense ratably over the term of the agreement. As of January 28, 2012, the total deferred amount was $12,347,000, and is included in accrued liabilities in the accompanying January 28, 2012 balance sheet. In connection with securing a new $40 million credit facility on February 9, 2012, the Company made an additional $12,365,000 payment, paying off all remaining deferred obligations under the agreement. In connection with this deferral agreement, the Company granted a security interest in its Eden Prairie, Minnesota headquarters facility and its Boston television station to the service provider until January 2013.
Credit Agreements
Credit Agreements
Credit Agreements
On February 9, 2012, the Company retired its $25 million term loan with Crystal Financial LLC ("Crystal") and entered into a new $40 million 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. The Credit Facility has a three-year maturity and bears interest at LIBOR plus 3% per annum. In addition to retiring the Crystal term loan, the initial net proceeds of borrowing of approximately $38.2 million were used to pay a $12,365,000 deferred payment obligation to a television distribution provider as described above under Note 5. 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 $2 million, provides liquidity for working capital and general corporate purposes.
Maximum borrowings under the Credit Facility are equal to the lesser of $40 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 property located in 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 2% of the total Credit Facility if terminated in year one; 0.5% if terminated in year two; and no fee if terminated in year three. Borrowings under the Credit Facility mature and are payable in February 2015. Interest expense recorded under the Credit Facility for the three and nine month periods ended October 27, 2012 was $379,000 and $1,104,000, respectively.
The Credit Facility contains customary covenants and conditions, including, among other things, maintaining a minimum of unrestricted cash plus facility availability of $6 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 $12 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 October 27, 2012, the Company was in compliance with the applicable covenants of the Credit Facility. Costs incurred to obtain the Credit Facility totaling approximately $781,000 have been capitalized and are being expensed as additional interest over the three-year term of the Credit Facility. In connection with the Crystal term loan refinancing, the Company was required to pay an early termination fee of $500,000 to Crystal which was recorded as a loss on debt extinguishment in the accompanying statement of operations for the nine-month period ending October 27, 2012. Additionally, the Company recorded an additional non-cash interest charge totaling $2.3 million in the first quarter of fiscal 2012 relating to the write-off of unamortized Crystal term loan financing costs.
On November 17, 2010, the Company entered into a credit agreement with Crystal as agent for the lending group, which provided for a term loan of $25 million (the “Credit Agreement”) which was paid off on February 9, 2012 as described above. The Credit Agreement had a five-year maturity and bore interest on the outstanding principal amount based on fixed interest rates and floating interest rates based on LIBOR plus variable margins. The term loan was subject to a minimum borrowing base of $25 million which was based on eligible accounts receivable, eligible inventory, certain real estate and certain eligible cash and was secured by substantially all of the Company's personal property, as well as the Company's real property located in Bowling Green, Kentucky. Interest expense recorded under the Credit Agreement for the three and nine month periods ended October 27, 2012 was $0 and $2,450,000, respectively. Costs incurred to obtain the Credit Agreement totaling approximately $3,037,000 were capitalized and were being expensed as additional interest over the original five-year term of the Credit Agreement.
Stock Based Compensation
Stock-Based Compensation
Share-Based Compensation - Stock Option Awards
Compensation is recognized for all share-based compensation arrangements by the Company. Share-based compensation expense for the third quarter of fiscal 2012 and fiscal 2011 related to stock option awards was $406,000 and $609,000, respectively. Stock-based compensation expense for the first nine-months of fiscal 2012 and fiscal 2011 related to stock option awards was $1,072,000 and $2,177,000, 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 October 27, 2012, 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 3,000,000 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 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 ten years after the effective date of the respective plan's inception or be exercisable more than ten 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 ten years from the date of grant.
The fair value of each 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 2012
 
Fiscal 2011
Expected volatility
97 - 98%
 
88 - 93%
Expected term (in years)
6 years
 
6 years
Risk-free interest rate
1.0%
 
1.7% - 2.7%

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). If an average closing price of $6.00 per share is not achieved on or before the third anniversary of the grant date, the entire option award will be forfeited. However, if the first tranche becomes exercisable, then 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 October 27, 2012, all 2,125,000 market-based stock option awards remain 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. Estimated non-cash compensation expense for fiscal 2013 related to this grant will be approximately $1,280,000. 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 October 27, 2012 and changes during the nine-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, January 28, 2012
 
160,000

 
$
2.25

 
2,345,000

 
$
6.03

 
1,226,000

 
$
6.15

 
650,000

 
$
4.30

Granted
 
2,225,000

 
$
3.92

 
20,000

 
$
1.70

 

 
$

 

 
$

Exercised
 

 
$

 
(81,000
)
 
$
1.03

 

 
$

 

 
$

Forfeited or canceled
 
(10,000
)
 
$
1.62

 
(143,000
)
 
$
6.80

 
(47,000
)
 
$
13.49

 
(125,000
)
 
$
5.06

Balance outstanding, October 27, 2012
 
2,375,000

 
$
3.81

 
2,141,000

 
$
6.13

 
1,179,000

 
$
5.86

 
525,000

 
$
4.12

Options exercisable at October 27, 2012
 
33,000

 
$
2.63

 
2,007,000

 
$
6.03

 
1,143,000

 
$
5.75

 
270,000

 
$
3.87



The following table summarizes information regarding stock options outstanding at October 27, 2012:
Option Type
 
Options
Outstanding
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual Life
(Years)
 
Aggregate
Intrinsic
Value
 
Vested or
Expected to
Vest
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual Life
(Years)
 
Aggregate
Intrinsic
Value
2011 Incentive:
 
2,375,000

 
$
3.81

 
10.0
 
$
35,000

 
2,353,000

 
$
3.83

 
10.0
 
$
31,000

2004 Incentive:
 
2,141,000

 
$
6.13

 
6.1
 
$
244,000

 
2,127,000

 
$
6.12

 
6.0
 
$
244,000

2001 Incentive:
 
1,179,000

 
$
5.86

 
5.8
 
$
33,000

 
1,176,000

 
$
5.87

 
5.8
 
$
33,000

Non-Qualified:
 
525,000

 
$
4.12

 
7.7
 
$
27,000

 
500,000

 
$
4.10

 
7.7
 
$
26,000


The weighted average grant-date fair value of options granted in the first nine months of fiscal 2012 and fiscal 2011 was $0.98 and $4.65, respectively. The total intrinsic value of options exercised during the first nine months of fiscal 2012 and fiscal 2011 was $91,000 and $1,806,000, respectively. As of October 27, 2012, total unrecognized compensation cost related to stock options was $3,192,000 and is expected to be recognized over a weighted average period of approximately 0.9 year.
Restricted Stock
Restricted Stock
Restricted Stock
Compensation expense recorded for the third quarter of fiscal 2012 and fiscal 2011 relating to restricted stock grants was $319,000 and $952,000, respectively. Compensation expense recorded in the first nine months of fiscal 2012 and fiscal 2011 relating to restricted stock grants was $1,331,000 and $1,560,000, respectively. As of October 27, 2012, there was $1,017,000 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 0.7 years. The total fair value of restricted stock vested during the first nine months of fiscal 2012 and fiscal 2011 was $598,000 and $316,000, respectively.
On October 3, 2012, the Company granted 330,000 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). If an average closing price of $6.00 per share is not achieved on or before the third anniversary of the grant date, the entire restricted stock award will be forfeited. However, if the first tranche vests, then 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 October 27, 2012, all 330,000 market-based restricted stock awards remain 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. Estimated non-cash compensation expense for fiscal 2013 related to this grant will be approximately $274,000. 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

On June 13, 2012, the Company granted a total of 50,000 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 $85,000 and is being amortized as director compensation expense over the twelve-month vesting period. On November 18, 2011, the Company granted a total of 453,000 shares of restricted stock to employees. The restricted stock vests in two equal annual installments beginning November 18, 2012 and ending November 18, 2013. The aggregate market value of the restricted stock at the date of the award was $816,000 and is being amortized as compensation expense over the one and two-year vesting periods. On June 15, 2011, the Company granted a total of 50,000 shares of restricted stock to seven non-management board members as part of the Company's annual director compensation program. Each restricted stock award vested on June 12, 2012 (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 $377,000 and was amortized as director compensation expense over the twelve-month vesting period. On March 31, 2011, the Company granted a total of 522,000 shares of restricted stock to employees in lieu of an annual cash bonus for fiscal 2010. The restricted stock vests in two equal annual installments beginning March 31, 2012 and ending March 31, 2013. The aggregate market value of the restricted stock at the date of the award was $3,323,000 and is being amortized as compensation expense over the one and two-year vesting periods.
A summary of the status of the Company’s non-vested restricted stock activity as of October 27, 2012 and changes during the nine-month period then ended is as follows:
 
 
Shares
 
Weighted
Average
Grant Date
Fair Value
Non-vested outstanding, January 28, 2012
 
982,000

 
$
4.39

Granted
 
382,000

 
$
1.52

Vested
 
(298,000
)
 
$
6.52

Forfeited
 
(80,000
)
 
$
2.92

Non-vested outstanding, October 27, 2012
 
986,000

 
$
2.76

Equity Offering
Equity Offering
Equity Offering
On March 30, 2011, the Company completed a public equity offering of 9,487,500 shares of common stock at a price to the public of $6.25 per share. Net proceeds from the offering were approximately $55.5 million after deducting the underwriting discount and other offering expenses.
Net Loss Per Common Share
Earnings Per Share
Net Loss Per Common Share
Basic loss per share is computed by dividing reported loss by the weighted average number of shares of common stock outstanding for the reported period. Diluted loss 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 loss per share calculations and the number of shares used in the calculation of basic loss per share and diluted loss per share is as follows:
 
 
Three-Month Periods Ended
 
Nine-Month Periods Ended
 
 
October 27,
2012
 
October 29,
2011
 
October 27,
2012
 
October 29,
2011
Net loss (a)
 
$
(3,675,000
)
 
$
(6,350,000
)
 
$
(16,259,000
)
 
$
(39,736,000
)
Weighted average number of shares of common stock outstanding — Basic
 
48,931,464

 
48,472,205

 
48,807,749

 
45,752,867

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

 

 

 

Weighted average number of shares of common stock outstanding — Diluted
 
48,931,464

 
48,472,205

 
48,807,749

 
45,752,867

Net loss per common share
 
$
(0.08
)
 
$
(0.13
)
 
$
(0.33
)
 
$
(0.87
)
Net loss per common share — assuming dilution
 
$
(0.08
)
 
$
(0.13
)
 
$
(0.33
)

$
(0.87
)

(a) The net loss for the nine-month periods ended October 27, 2012 and October 29, 2011 include charges totaling $500,000 and $25.7 million, respectively, related to losses on debt extinguishment incurred during the first quarters of fiscal 2012 and fiscal 2011.
(b) For the three-month periods ended October 27, 2012 and October 29, 2011, approximately 4,233,000 and 5,018,000, respectively, incremental in-the-money potentially dilutive common share stock options and warrants have been excluded from the computation of diluted loss per share, as the effect of their inclusion would be antidilutive. For the nine-month periods ended October 27, 2012 and October 29, 2011, approximately 3,838,000 and 6,021,000, respectively, incremental in-the-money potentially dilutive common share stock options and warrants have been excluded from the computation of diluted loss per share, as the effect of their inclusion would be antidilutive.
Sales by Product Group
Sales by Product Group
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 television and online via its ShopNBC website. 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
 
Nine-Month Periods Ended
 
 
October 27,
2012
 
October 29,
2011
 
October 27,
2012
 
October 29,
2011
Jewelry & Watches
 
$
63,975

 
$
62,141

 
$
204,388

 
$
198,172

Home & Consumer Electronics
 
35,056

 
35,724

 
94,782

 
110,559

Beauty, Health & Fitness
 
19,558

 
17,047

 
54,008

 
46,674

Fashion & Accessories
 
8,995

 
10,464

 
28,796

 
23,851

All other
 
10,008

 
9,811

 
27,346

 
31,601

Total
 
$
137,592

 
$
135,187

 
$
409,320

 
$
410,857

Income Taxes
Income Taxes
Income Taxes
At January 28, 2012, the Company had federal net operating loss carryforwards (NOLs) of approximately $285 million, and state NOL's of approximately $120 million which are available to offset future taxable income.  The Company's federal NOLs expire in varying amounts each year from 2023 through 2031 in accordance with applicable federal tax regulations and the timing of when the NOLs were incurred.  During the quarter ended April 30, 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.
Litigation
Litigation
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 adverse effect on the Company’s operations or consolidated financial statements.
In the third quarter of fiscal 2009, the U.S. Customs and Border Protection agency commenced an investigation into an undervaluation and corresponding underpayment of the customs duty owed by one of the Company's vendors relating to a particular shipment of goods to the Company. After a lengthy investigation, the vendor was criminally charged and recently pleaded guilty in federal court to using fraudulent invoices to defraud U.S. Customs of duties. Because of the potential risk to the Company arising out of the shipments, the Company has been withholding funds from the vendor under contractual indemnification provisions, to cover any potential costs, penalties or fees that the Company might incur as a result of the investigation. After the vendor refused a request by the Company to indemnify it for this risk, in December 2009, through the U.S. District Court of Minnesota, the Company commenced litigation against the vendor for breach of contract. The vendor then filed counterclaims for payments it claimed were owed by the Company. The case has been stayed by the district court pending the final outcome of the U.S. Customs investigation. The Company believes that the funds it is withholding from the vendor will be sufficient to cover any costs or possible liabilities against it that may result from the investigation.
Related Party Transactions
Related Party Transactions
Related Party Transactions
The Company entered into marketing agreements with Creative Commerce and its subsidiary, International Commerce Agency, LLC (“International Commerce”), under which Creative Commerce and International Commerce agreed to provide vendor sourcing and retailing consulting services to the Company. Edwin Garrubbo, who used to be one of the Company's board members, is the majority owner of both Creative Commerce and International Commerce. The Company has made payments totaling approximately $652,000 and $1,064,000 for the nine-month periods ending October 27, 2012 and October 29, 2011, respectively relating to these services. As of June 13, 2012, Mr. Garrubbo was no longer a director of the Company. For additional information regarding these agreements, see the Company's definitive Proxy Statement on Schedule 14A, filed with the SEC on May 4, 2012.

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. As of October 27, 2012, 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 and warrants to purchase 7,372 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 transfer of its ownership in NBCU, GE also agreed with Comcast that, for so long as GE Equity is entitled to appoint two members of our board of directors, NBCU will be entitled to retain a board seat provided that NBCU beneficially owns at least 5% of our adjusted outstanding common stock. Furthermore, GE agreed to obtain the consent of NBCU prior to consenting to our adoption of any shareholders rights plan or certain other actions that would impede or restrict the ability of NBCU to acquire or dispose of shares of our 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 4, 2012.
Basis of Financial Statement Presentation Basis of Financial Statement Presentation (Policies)
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. 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 January 28, 2012 has been derived from the Company's audited financial statements for the fiscal year ended January 28, 2012. 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 January 28, 2012. Operating results for the three and nine month periods ended October 27, 2012 are not necessarily indicative of the results that may be expected for the fiscal year ending February 2, 2013.
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 2011, ended on January 28, 2012, and consisted of 52 weeks. Fiscal 2012 will end on February 2, 2013, and will contain 53 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)
 
October 27, 2012
 
January 28, 2012
 
 
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Gross
Carrying
Amount
 
Accumulated
Amortization
Finite-lived intangible assets:
 
 
 
 
 
 
 
 
 
 
NBC trademark license - second renewal
 
1.7
 
$
6,830,000

 
$
(1,833,000
)
 
$

 
$

NBC trademark license - first renewal
 
1.0
 
$
4,166,000

 
$
(4,166,000
)
 
$
4,166,000

 
$
(2,951,000
)
 
 
 
 
 
 
 
 
 
 
 
Indefinite-lived intangible assets:
 
 
 
 
 
 
 
 
 
 
FCC broadcast license
 

 
$
23,111,000

 
 
 
$
23,111,000

 
 
Stock Based Compensation (Tables)
 
Fiscal 2012
 
Fiscal 2011
Expected volatility
97 - 98%
 
88 - 93%
Expected term (in years)
6 years
 
6 years
Risk-free interest rate
1.0%
 
1.7% - 2.7%
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 October 27, 2012 and changes during the nine-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, January 28, 2012
 
160,000

 
$
2.25

 
2,345,000

 
$
6.03

 
1,226,000

 
$
6.15

 
650,000

 
$
4.30

Granted
 
2,225,000

 
$
3.92

 
20,000

 
$
1.70

 

 
$

 

 
$

Exercised
 

 
$

 
(81,000
)
 
$
1.03

 

 
$

 

 
$

Forfeited or canceled
 
(10,000
)
 
$
1.62

 
(143,000
)
 
$
6.80

 
(47,000
)
 
$
13.49

 
(125,000
)
 
$
5.06

Balance outstanding, October 27, 2012
 
2,375,000

 
$
3.81

 
2,141,000

 
$
6.13

 
1,179,000

 
$
5.86

 
525,000

 
$
4.12

Options exercisable at October 27, 2012
 
33,000

 
$
2.63

 
2,007,000

 
$
6.03

 
1,143,000

 
$
5.75

 
270,000

 
$
3.87

The following table summarizes information regarding stock options outstanding at October 27, 2012:
Option Type
 
Options
Outstanding
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual Life
(Years)
 
Aggregate
Intrinsic
Value
 
Vested or
Expected to
Vest
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual Life
(Years)
 
Aggregate
Intrinsic
Value
2011 Incentive:
 
2,375,000

 
$
3.81

 
10.0
 
$
35,000

 
2,353,000

 
$
3.83

 
10.0
 
$
31,000

2004 Incentive:
 
2,141,000

 
$
6.13

 
6.1
 
$
244,000

 
2,127,000

 
$
6.12

 
6.0
 
$
244,000

2001 Incentive:
 
1,179,000

 
$
5.86

 
5.8
 
$
33,000

 
1,176,000

 
$
5.87

 
5.8
 
$
33,000

Non-Qualified:
 
525,000

 
$
4.12

 
7.7
 
$
27,000

 
500,000

 
$
4.10

 
7.7
 
$
26,000

Restricted Stock (Tables)
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 October 27, 2012 and changes during the nine-month period then ended is as follows:
 
 
Shares
 
Weighted
Average
Grant Date
Fair Value
Non-vested outstanding, January 28, 2012
 
982,000

 
$
4.39

Granted
 
382,000

 
$
1.52

Vested
 
(298,000
)
 
$
6.52

Forfeited
 
(80,000
)
 
$
2.92

Non-vested outstanding, October 27, 2012
 
986,000

 
$
2.76

Net Loss Per Common Share (Tables)
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]
A reconciliation of net loss per share calculations and the number of shares used in the calculation of basic loss per share and diluted loss per share is as follows:
 
 
Three-Month Periods Ended
 
Nine-Month Periods Ended
 
 
October 27,
2012
 
October 29,
2011
 
October 27,
2012
 
October 29,
2011
Net loss (a)
 
$
(3,675,000
)
 
$
(6,350,000
)
 
$
(16,259,000
)
 
$
(39,736,000
)
Weighted average number of shares of common stock outstanding — Basic
 
48,931,464

 
48,472,205

 
48,807,749

 
45,752,867

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

 

 

 

Weighted average number of shares of common stock outstanding — Diluted
 
48,931,464

 
48,472,205

 
48,807,749

 
45,752,867

Net loss per common share
 
$
(0.08
)
 
$
(0.13
)
 
$
(0.33
)
 
$
(0.87
)
Net loss per common share — assuming dilution
 
$
(0.08
)
 
$
(0.13
)
 
$
(0.33
)

$
(0.87
)

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
 
Nine-Month Periods Ended
 
 
October 27,
2012
 
October 29,
2011
 
October 27,
2012
 
October 29,
2011
Jewelry & Watches
 
$
63,975

 
$
62,141

 
$
204,388

 
$
198,172

Home & Consumer Electronics
 
35,056

 
35,724

 
94,782

 
110,559

Beauty, Health & Fitness
 
19,558

 
17,047

 
54,008

 
46,674

Fashion & Accessories
 
8,995

 
10,464

 
28,796

 
23,851

All other
 
10,008

 
9,811

 
27,346

 
31,601

Total
 
$
137,592

 
$
135,187

 
$
409,320

 
$
410,857

General (Details)
9 Months Ended
Oct. 27, 2012
Households
General [Abstract]
 
Household Broadcast Penetration, Number of Households
83,000,000 
Basis of Financial Statement Presentation (Details)
9 Months Ended 12 Months Ended
Oct. 27, 2012
Feb. 2, 2013
Jan. 28, 2012
Basis of Financial Statement Presentation [Abstract]
 
 
 
Current Fiscal Year End Date
--02-02 
 
 
Number Of Days In Fiscal Period
 
371 days 
364 days 
Number of Days in Fiscal Year, Minimum
364 days 
 
 
Number of Days in Fiscal Year, Maximum
371 days 
 
 
Fair Value Measurements (Details) (USD $)
In Thousands, unless otherwise specified
Oct. 27, 2012
Jan. 28, 2012
Fair Value, Option, Quantitative Disclosures [Line Items]
 
 
Restricted Cash and Investments, Current
$ 2,100 
$ 2,100 
Long-term Line of Credit, Noncurrent
38,000 
Long-term payable
$ 0 
$ 25,000 
Intangible Assets (Details) (USD $)
0 Months Ended 3 Months Ended 9 Months Ended
May 16, 2013
May 12, 2012
Oct. 27, 2012
Oct. 29, 2011
Oct. 27, 2012
Oct. 29, 2011
Feb. 2, 2013
Jan. 28, 2012
Finite-Lived Intangible Assets [Line Items]
 
 
 
 
 
 
 
 
Finite-Lived Intangible Assets, Weighted-Average Useful Life
 
 
 
1 year 
 
 
 
 
Indefinite-Lived License Agreements
 
 
$ 23,111,000 
 
$ 23,111,000 
 
 
$ 23,111,000 
Stock Issued - Noncash
 
 
 
689,655 
4,166,000 
 
 
Fair Market Value of Shares Issued
 
 
 
$ 6.04 
 
 
 
 
Payments to Acquire Intangible Assets
2,830,000 
4,000,000 
 
 
4,000,000 
 
 
License Agreement Covenant, Minimum Unrestricted Cash Plus Available Credit
 
 
8,000,000 
 
 
 
 
 
Amortization of Intangible Assets
 
 
1,000,000 
1,042,000 
3,048,000 
2,838,000 
 
 
Future Amortization Expense, Remainder of Fiscal Year
 
 
 
 
 
 
4,048,000 
 
Operating and Broadcast Rights [Member]
 
 
 
 
 
 
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
 
 
 
 
 
 
Indefinite-Lived License Agreements
 
 
23,111,000 
 
23,111,000 
 
 
23,111,000 
Second Renewal of Licensing Agreements [Member]
 
 
 
 
 
 
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
 
 
 
 
 
 
Finite-Lived Intangible Assets, Weighted-Average Useful Life
 
 
1 year 8 months 12 days 
 
 
 
 
 
Finite-Lived Intangible Assets, Gross
 
 
6,830,000 
 
6,830,000 
 
 
Finite-Lived Intangible Assets, Accumulated Amortization
 
 
(1,833,000)
 
(1,833,000)
 
 
Renewal of Licensing Agreements [Member]
 
 
 
 
 
 
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
 
 
 
 
 
 
Finite-Lived Intangible Assets, Weighted-Average Useful Life
 
 
1 year 
 
 
 
 
 
Finite-Lived Intangible Assets, Gross
 
 
4,166,000 
 
4,166,000 
 
 
4,166,000 
Finite-Lived Intangible Assets, Accumulated Amortization
 
 
$ (4,166,000)
 
$ (4,166,000)
 
 
$ (2,951,000)
Preferred Stock and Long-Term Payable (Details) (USD $)
1 Months Ended 9 Months Ended 1 Months Ended 3 Months Ended 1 Months Ended
Apr. 30, 2011
Oct. 27, 2012
Oct. 29, 2011
Apr. 30, 2011
Series B Preferred Stock [Member]
Feb. 28, 2011
Series B Preferred Stock [Member]
Oct. 27, 2012
Deferred Contractural Payment Agreement [Member]
Oct. 31, 2009
Deferred Contractural Payment Agreement [Member]
Jan. 28, 2012
Deferred Contractural Payment Agreement [Member]
Feb. 25, 2012
2012 Line Of Credit Agreement - PNC Bank, N.A. [Member]
Feb. 9, 2012
2012 Line Of Credit Agreement - PNC Bank, N.A. [Member]
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
Payments of Dividends, Preferred Stock and Preference Stock
 
$ 0 
$ 8,915,000 
$ 6,400,000 
$ 2,500,000 
 
 
 
 
 
Payments for Repurchase of Preferred Stock and Preference Stock
40,900,000 
40,854,000 
 
 
 
 
 
 
 
Preferred Stock Redemption Premium
 
 
 
24,500,000 
1,200,000 
 
 
 
 
 
Long Term Portion Deferral Period
 
 
 
 
 
 
3 years 
 
 
 
Secured Debt, Current
 
 
 
 
 
 
 
12,347,000 
 
 
Repayments of Notes Payable
 
 
 
 
 
12,365,000 
 
 
12,365,000 
 
Line of Credit Facility, Maximum Borrowing Capacity
 
 
 
 
 
 
 
 
 
$ 40,000,000 
Credit Agreements (Details) (USD $)
3 Months Ended 9 Months Ended 1 Months Ended 3 Months Ended 9 Months Ended 1 Months Ended 3 Months Ended 9 Months Ended 9 Months Ended
Oct. 27, 2012
Oct. 29, 2011
Oct. 27, 2012
Oct. 29, 2011
Feb. 25, 2012
2012 Line Of Credit Agreement - PNC Bank, N.A. [Member]
Oct. 27, 2012
2012 Line Of Credit Agreement - PNC Bank, N.A. [Member]
Oct. 27, 2012
2012 Line Of Credit Agreement - PNC Bank, N.A. [Member]
Feb. 9, 2012
2012 Line Of Credit Agreement - PNC Bank, N.A. [Member]
Feb. 25, 2012
2010 Credit Agreement - Crystal Financial, LLC [Member]
Nov. 27, 2010
2010 Credit Agreement - Crystal Financial, LLC [Member]
Oct. 27, 2012
2010 Credit Agreement - Crystal Financial, LLC [Member]
Oct. 27, 2012
2010 Credit Agreement - Crystal Financial, LLC [Member]
Nov. 17, 2010
2010 Credit Agreement - Crystal Financial, LLC [Member]
Feb. 9, 2012
LIBOR [Member]
2012 Line Of Credit Agreement - PNC Bank, N.A. [Member]
Oct. 27, 2012
Year One [Member]
2012 Line Of Credit Agreement - PNC Bank, N.A. [Member]
Oct. 27, 2012
Year Two [Member]
2012 Line Of Credit Agreement - PNC Bank, N.A. [Member]
Oct. 27, 2012
Year Three [Member]
2012 Line Of Credit Agreement - PNC Bank, N.A. [Member]
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt Instrument, Face Amount
 
 
 
 
 
 
 
 
 
 
 
 
$ 25,000,000 
 
 
 
 
Interest Expense, Debt
 
 
 
 
 
379,000 
1,104,000 
 
 
 
2,450,000 
 
 
 
 
 
Debt Instrument, Maturity Date Range, End
 
 
 
 
3 years 
 
 
 
 
5 years 
 
 
 
 
 
 
 
Repayments of Long-term Debt
 
 
25,715,000 
 
 
 
 
25,000,000 
 
 
 
 
 
 
 
 
Debt Instrument, Basis Spread on Variable Rate
 
 
 
 
 
 
 
 
 
 
 
 
 
3.00% 
 
 
 
Proceeds from Long-term Lines of Credit
 
 
 
 
38,200,000 
 
 
 
 
 
 
 
 
 
 
 
 
Repayments of Notes Payable
 
 
 
 
12,365,000 
 
 
 
 
 
 
 
 
 
 
 
 
Line of Credit Facility, Capacity Available for Trade Purchases
 
 
 
 
 
 
 
6,000,000 
 
 
 
 
 
 
 
 
 
Debt Instrument, Covenant Compliance, Minimum Unrestricted Cash Requirement
 
 
 
 
 
 
6,000,000 
 
 
 
 
 
 
 
 
 
 
Debt Instrument, Covenant Compliance, Minimum Unrestricted Cash Threshold for Additional Covenants
 
 
 
 
 
 
12,000,000 
 
 
 
 
 
 
 
 
 
 
Deferred Finance Costs, Noncurrent, Net
 
 
 
 
 
781,000 
781,000 
 
 
 
 
 
3,037,000 
 
 
 
 
Line of Credit Facility, Maximum Borrowing Capacity
 
 
 
 
 
 
 
40,000,000 
 
 
 
 
 
 
 
 
 
Debt Early Termination Fee
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2.00% 
0.50% 
0.00% 
Line of Credit Facility, Remaining Borrowing Capacity
 
 
 
 
 
2,000,000 
2,000,000 
 
 
 
 
 
 
 
 
 
 
Gains (Losses) on Extinguishment of Debt
(500,000)
(25,679,000)
 
 
 
 
 
 
500,000 
 
 
 
 
 
 
Write off of Deferred Debt Issuance Cost
 
 
 
 
 
 
 
 
 
 
 
$ 2,300,000 
 
 
 
 
 
Stock Based Compensation Stock Grant Volatility (Details)
9 Months Ended
Oct. 27, 2012
Oct. 29, 2011
Share-based Compensation [Abstract]
 
 
Expected Volatility Rate, Minimum
97.00% 
88.00% 
Expected Volatility Rate, Maximum
98.00% 
93.00% 
Risk Free Interest Rate, Minimum
 
1.70% 
Risk Free Interest Rate, Maximum
 
2.70% 
Risk Free Interest Rate
1.00% 
 
Expected Term
6 years 
6 years 
Grant Term Limit
10 years 
 
Award Vesting Period
3 years 
 
Exercise Term Limit
10 years 
 
Stock Based Compensation Stock Option Activity (Details) (USD $)
9 Months Ended 0 Months Ended 9 Months Ended
Oct. 27, 2012
Oct. 29, 2011
Oct. 3, 2012
2011 Omnibus Incentive Plan [Member]
Oct. 27, 2012
2011 Omnibus Incentive Plan [Member]
Oct. 27, 2012
2004 Omnibus Incentive Stock Plan [Member]
Oct. 27, 2012
2001 Omnibus Stock Plan [Member]
Oct. 27, 2012
Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
 
 
 
 
 
 
 
Balance outstanding at beginning of period
 
 
 
160,000 
2,345,000 
1,226,000 
650,000 
Granted
 
 
 
2,225,000 
20,000 
Exercised
 
 
 
(81,000)
Forfeited or canceled
 
 
 
(10,000)
(143,000)
(47,000)
(125,000)
Balance outstanding at end of period
 
 
 
2,375,000 
2,141,000 
1,179,000 
525,000 
Options exercisable
 
 
 
33,000 
2,007,000 
1,143,000 
270,000 
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
 
 
 
$ 2.25 
$ 6.03 
$ 6.15 
$ 4.30 
Granted, weighted average grant date fair value
$ 0.98 
$ 4.65 
$ 4.00 
$ 3.92 
$ 1.70 
$ 0.00 
$ 0.00 
Exercised, weighted average exercise price
 
 
 
$ 0.00 
$ 1.03 
$ 0.00 
$ 0.00 
Forfeited or canceled, weighted average grant date fair value
 
 
 
$ 1.62 
$ 6.80 
$ 13.49 
$ 5.06 
Balance outstanding at end of period, weighted average exercise price
 
 
 
$ 3.81 
$ 6.13 
$ 5.86 
$ 4.12 
Options exercisable, weighted average exercise price
 
 
 
$ 2.63 
$ 6.03 
$ 5.75 
$ 3.87 
Stock Based Compensation Outstanding Stock Options (Details) (USD $)
9 Months Ended
Oct. 27, 2012
Jan. 28, 2012
2011 Omnibus Incentive Plan [Member]
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
Options outstanding
2,375,000 
160,000 
Options outstanding, weighted average exercise price
$ 3.81 
$ 2.25 
Options outstanding, weighted average remaining contractual term
10 years 
 
Options outstanding, aggregate intrinsic value
$ 35,000 
 
Vested or expected to vest, outstanding
2,353,000 
 
Vested or expected to vest, outstanding, weighted average exercise price
$ 3.83 
 
Vested or expected to vest, outstanding, weighted average remaining contractual term
10 years 
 
Vested or expected to vest, outstanding, aggregate intrinsic value
31,000 
 
2004 Omnibus Incentive Stock Plan [Member]
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
Options outstanding
2,141,000 
2,345,000 
Options outstanding, weighted average exercise price
$ 6.13 
$ 6.03 
Options outstanding, weighted average remaining contractual term
6 years 1 month 6 days 
 
Options outstanding, aggregate intrinsic value
244,000 
 
Vested or expected to vest, outstanding
2,127,000 
 
Vested or expected to vest, outstanding, weighted average exercise price
$ 6.12 
 
Vested or expected to vest, outstanding, weighted average remaining contractual term
6 years 
 
Vested or expected to vest, outstanding, aggregate intrinsic value
244,000 
 
2001 Omnibus Stock Plan [Member]
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
Options outstanding
1,179,000 
1,226,000 
Options outstanding, weighted average exercise price
$ 5.86 
$ 6.15 
Options outstanding, weighted average remaining contractual term
5 years 9 months 18 days 
 
Options outstanding, aggregate intrinsic value
33,000 
 
Vested or expected to vest, outstanding
1,176,000 
 
Vested or expected to vest, outstanding, weighted average exercise price
$ 5.87 
 
Vested or expected to vest, outstanding, weighted average remaining contractual term
5 years 9 months 18 days 
 
Vested or expected to vest, outstanding, aggregate intrinsic value
33,000 
 
Stock Option [Member]
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
Options outstanding
525,000 
650,000 
Options outstanding, weighted average exercise price
$ 4.12 
$ 4.30 
Options outstanding, weighted average remaining contractual term
7 years 8 months 12 days 
 
Options outstanding, aggregate intrinsic value
27,000 
 
Vested or expected to vest, outstanding
500,000 
 
Vested or expected to vest, outstanding, weighted average exercise price
$ 4.10 
 
Vested or expected to vest, outstanding, weighted average remaining contractual term
7 years 8 months 12 days 
 
Vested or expected to vest, outstanding, aggregate intrinsic value
$ 26,000 
 
Stock Based Compensation Narrative (Details) (USD $)
3 Months Ended 9 Months Ended 0 Months Ended 9 Months Ended
Oct. 27, 2012
Number
Oct. 29, 2011
Oct. 27, 2012
Number
Oct. 29, 2011
Oct. 27, 2012
Minimum [Member]
Oct. 3, 2012
2011 Omnibus Incentive Plan [Member]
Oct. 27, 2012
2011 Omnibus Incentive Plan [Member]
Oct. 27, 2012
2004 Omnibus Incentive Stock Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
Allocated Share-based Compensation Expense
$ 406,000 
$ 609,000 
$ 1,072,000 
$ 2,177,000 
 
 
 
 
Number of Omnibus Stock Plans
 
 
 
 
 
 
Number of shares authorized
 
 
 
 
 
 
3,000,000 
4,000,000 
Purchase price of common stock, percent
 
 
 
 
100.00% 
 
 
 
Award Vesting Period
 
 
3 years 
 
3 years 
 
 
 
Granted, weighted average grant date fair value
 
 
$ 0.98 
$ 4.65 
 
$ 4.00 
$ 3.92 
$ 1.70 
Total intrinsic value
 
 
91,000 
1,806,000 
 
 
 
 
Unrecognized compensation cost related to non-vested awards
$ 3,192,000 
 
$ 3,192,000 
 
 
 
 
 
Period for recognition of unrecognized compensation cost
 
 
10 months 24 days 
 
 
 
 
 
Stock Based Compensation Market Based Stock Option Awards (Details) (USD $)
3 Months Ended 9 Months Ended 0 Months Ended 9 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended 0 Months Ended
Oct. 27, 2012
Oct. 29, 2011
Oct. 27, 2012
Oct. 29, 2011
Oct. 3, 2012
2011 Omnibus Incentive Plan [Member]
Oct. 27, 2012
2011 Omnibus Incentive Plan [Member]
Jan. 28, 2012
2011 Omnibus Incentive Plan [Member]
Oct. 3, 2012
Market Based Stock Options Awards [Member]
tranche
Feb. 1, 2014
Market Based Stock Options Awards [Member]
Oct. 27, 2012
Market Based Stock Options Awards [Member]
Oct. 3, 2012
Tranche 1 [Member]
Oct. 3, 2012
Tranche 2 [Member]
Oct. 3, 2012
Tranche 3 [Member]
Oct. 3, 2012
Restricted Stock [Member]
Jun. 14, 2012
Restricted Stock [Member]
Oct. 27, 2012
Restricted Stock [Member]
Oct. 29, 2011
Restricted Stock [Member]
Oct. 27, 2012
Restricted Stock [Member]
Oct. 29, 2011
Restricted Stock [Member]
Feb. 1, 2014
Restricted Stock [Member]
Oct. 3, 2012
Restricted Stock [Member]
Tranche 1 [Member]
Oct. 3, 2012
Restricted Stock [Member]
Tranche 2 [Member]
Oct. 3, 2012
Restricted Stock [Member]
Tranche 3 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Share-based compensation
 
 
$ 2,403,000 
$ 3,737,000 
 
 
 
 
$ 1,280,000 
 
 
 
 
 
$ 50,000 
$ 319,000 
$ 952,000 
$ 1,331,000 
$ 1,560,000 
$ 274,000 
 
 
 
Allocated Share-based Compensation Expense
406,000 
609,000 
1,072,000 
2,177,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Granted
 
 
 
 
 
2,225,000 
 
2,125,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Award vesting rights
 
 
 
 
 
 
 
 
 
 
.5 
.25 
.25 
 
 
 
 
 
 
 
 
 
 
Stock Option Plans, Exercise Price Range, Lower Range Limit
 
 
 
 
 
 
 
$ 6.00 
 
 
 
$ 8.00 
$ 10.00 
 
 
 
 
 
 
 
 
 
 
Risk Free Interest Rate
 
 
1.00% 
 
0.38% 
 
 
 
 
 
 
 
 
0.32% 
 
 
 
 
 
 
 
 
 
Weighted average volatility rate
 
 
 
 
78.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Required Stock Option Holding Period
 
 
 
 
1 year 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Options outstanding
 
 
 
 
 
2,375,000 
160,000 
 
 
2,125,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
Granted, weighted average grant date fair value
 
 
$ 0.98 
$ 4.65 
$ 4.00 
$ 3.92 
 
 
 
 
$ 0.93 
$ 0.95 
$ 0.95 
 
 
 
 
 
 
 
$ 1.48 
$ 1.39 
$ 1.31 
Number of tranches
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of consecutive trading days
 
 
 
 
20 days