EVINE LIVE INC., 10-Q filed on 6/6/2013
Quarterly Report
Document and Entity Information
3 Months Ended 12 Months Ended
May 4, 2013
Feb. 1, 2014
May 30, 2013
Document Information [Line Items]
 
 
 
Entity Registrant Name
VALUEVISION MEDIA INC 
 
 
Entity Central Index Key
0000870826 
 
 
Current Fiscal Year End Date
 
--02-01 
 
Entity Filer Category
Accelerated Filer 
 
 
Document Type
10-Q 
 
 
Document Period End Date
May 04, 2013 
 
 
Document Fiscal Year Focus
2013 
 
 
Document Fiscal Period Focus
Q1 
 
 
Amendment Flag
false 
 
 
Entity Common Stock, Shares Outstanding
 
 
49,365,587 
Entity Well-known Seasoned Issuer
No 
 
 
Entity Voluntary Filers
No 
 
 
Entity Current Reporting Status
Yes 
 
 
Consolidated Balance Sheets (USD $)
May 4, 2013
Feb. 2, 2013
Current assets:
 
 
Cash and cash equivalents
$ 33,685,000 
$ 26,477,000 
Restricted cash and investments
2,100,000 
2,100,000 
Accounts receivable, net
91,677,000 
98,360,000 
Inventories
46,315,000 
37,155,000 
Prepaid expenses and other
6,172,000 
6,620,000 
Total current assets
179,949,000 
170,712,000 
Property and equipment, net
23,847,000 
24,665,000 
FCC broadcasting license
12,000,000 
12,000,000 
NBC trademark license agreement, net
2,997,000 
3,997,000 
Other assets
871,000 
725,000 
Total Assets
219,664,000 
212,099,000 
Current liabilities:
 
 
Accounts payable
68,245,000 
65,719,000 
Accrued liabilities
33,483,000 
30,596,000 
Deferred revenue
85,000 
85,000 
Total current liabilities
101,813,000 
96,400,000 
Deferred revenue
399,000 
420,000 
Deferred Tax Liabilities, Net, Noncurrent
290,000 
0 
Long term credit facility
38,000,000 
38,000,000 
Total liabilities
140,502,000 
134,820,000 
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
494,000 
491,000 
Warrants to purchase 6,007,372 shares of common stock
533,000 
533,000 
Additional paid-in capital
408,101,000 
407,244,000 
Accumulated deficit
(329,966,000)
(330,989,000)
Total shareholders’ equity
79,162,000 
77,279,000 
Total Liabilities and Equity
$ 219,664,000 
$ 212,099,000 
Consolidated Balance Sheets (Parentheticals) (USD $)
May 4, 2013
Feb. 2, 2013
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
6,000,000 
6,000,000 
Consolidated Statements of Operations (USD $)
3 Months Ended
May 4, 2013
Apr. 28, 2012
Net sales
$ 151,354,000 
$ 136,549,000 
Cost of sales
94,321,000 
85,517,000 
Gross profit
57,033,000 
51,032,000 
Operating expense:
 
 
Distribution and selling
46,252,000 
48,365,000 
General and administrative
5,892,000 
4,667,000 
Depreciation and amortization
3,205,000 
3,428,000 
Total operating expense
55,349,000 
56,460,000 
Operating loss
1,684,000 
(5,428,000)
Other income (expense):
 
 
Interest income
11,000 
0 
Interest expense
(378,000)
(2,808,000)
Gains (Losses) on Extinguishment of Debt
0 
500,000 
Total other expense
(367,000)
(3,308,000)
Loss before income taxes
1,317,000 
(8,736,000)
Income tax (provision) benefit
(294,000)
(3,000)
Net income (loss)
$ 1,023,000 
$ (8,739,000)
Net loss per common share
$ 0.02 
$ (0.18)
Net loss per common share — assuming dilution
$ 0.02 
$ (0.18)
Weighted average number of common shares outstanding:
 
 
Basic
49,226,515 
48,638,164 
Diluted
54,653,674 
48,638,164 
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 Feb. 02, 2013
$ 77,279,000 
$ 491,000 
$ 533,000 
$ 407,244,000 
$ (330,989,000)
Common Stock, Shares, Outstanding period beginning at Feb. 02, 2013
48,560,205 
49,139,361 
 
 
 
Net income (loss)
1,023,000 
0 
0 
0 
1,023,000 
Common stock issuances pursuant to equity compensation plans, Shares
 
226,226 
 
 
 
Common stock issuances pursuant to equity compensation plans, Value
0 
3,000 
0 
(3,000)
0 
Share-based compensation
 
0 
 
 
 
Share-based compensation
860,000 
0 
0 
860,000 
0 
Total Shareholders' Equity period end at May. 04, 2013
$ 79,162,000 
$ 494,000 
$ 533,000 
$ 408,101,000 
$ (329,966,000)
Common Stock, Shares, Outstanding period end at May. 04, 2013
48,925,021 
49,365,587 
 
 
 
Consolidated Statements of Cash Flows (USD $)
3 Months Ended
May 4, 2013
Apr. 28, 2012
Increase (Decrease) in Deferred Income Taxes
 
$ 0 
OPERATING ACTIVITIES:
 
 
Net loss
1,023,000 
(8,739,000)
Adjustments to reconcile net loss to net cash provided by (used for) operating activities:
 
 
Depreciation and amortization
3,251,000 
3,478,000 
Share-based compensation
860,000 
991,000 
Amortization of deferred revenue
(21,000)
(22,000)
Amortization of deferred finance costs
65,000 
47,000 
Write-off of deferred financing costs
0 
2,306,000 
Loss on debt extinguishment
0 
500,000 
Increase (Decrease) in Income Taxes Payable
290,000 
 
Changes in operating assets and liabilities:
 
 
Accounts receivable, net
6,683,000 
8,529,000 
Inventories, net
(9,160,000)
8,661,000 
Prepaid expenses and other
463,000 
82,000 
Accounts payable and accrued liabilities
5,278,000 
(16,675,000)
Net cash provided by (used for) operating activities
8,732,000 
(842,000)
INVESTING ACTIVITIES:
 
 
Property and equipment additions
(1,327,000)
(1,655,000)
Net cash used for investing activities
(1,327,000)
(1,655,000)
FINANCING ACTIVITIES:
 
 
Payments for deferred issuance costs
(197,000)
(430,000)
Proceeds from Issuance of Long-term Debt
0 
38,215,000 
Repayments of Long-term Debt
0 
(25,715,000)
Proceeds from exercise of stock options
0 
1,000 
Net cash provided by (used for) financing activities
(197,000)
12,071,000 
Net increase (decrease) in cash and cash equivalents
7,208,000 
9,574,000 
BEGINNING CASH AND CASH EQUIVALENTS
26,477,000 
32,957,000 
ENDING CASH AND CASH EQUIVALENTS
33,685,000 
42,531,000 
Interest Paid
310,000 
1,025,000 
Income Taxes Paid
16,000 
27,000 
Property and equipment purchases included in accounts payable
155,000 
37,000 
Deferred financing costs included in accrued liabilities
$ 29,000 
$ 9,000 
General
The Company
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. The Company's principal form of product exposure is its 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. The television network is distributed into approximately 86 million homes, primarily through cable and satellite affiliation agreements, agreements with telecommunications companies such as AT&T and Verizon 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. The Company also distributes its 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, 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 NBCU-branded name through January 2014. Pursuant to the license, the Company operates its television home shopping network and Internet website, ShopNBC.com.
On May 22, 2013, the Company announced that it will be rebranding its 24-hour television shopping network and its companion e-commerce internet website from ShopNBC and ShopNBC.com to ShopHQ and ShopHQ.com, respectively, to reinforce its positioning as the shopping headquarters for its customers. Customers and viewers will begin to see the new ShopHQ brand name and logo across television, online, mobile and social platforms immediately with a gradual transition to the new brand and new Internet URL to be completed over the balance of the fiscal year. As ShopHQ, the Company will continue its multichannel electronic retail model to provide product offerings in jewelry & watches; home & consumer electronics; beauty, health & fitness; and fashion & accessories across its 86 million cable and satellite homes, in addition to its online, mobile and social media distribution.
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 ("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 2, 2013 has been derived from the Company's audited financial statements for the fiscal year ended February 2, 2013. 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 2, 2013. Operating results for the three-month period ended May 4, 2013 are not necessarily indicative of the results that may be expected for the fiscal year ending February 1, 2014.
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 2012, ended on February 2, 2013, and consisted of 53 weeks. Fiscal 2013 will end on February 1, 2014, and will contain 52 weeks. The quarters ending May 4, 2013 and April 28, 2012 each consisted of 12 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 May 4, 2013 and February 2, 2013 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 4, 2013 and February 2, 2013 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 investments that use significant unobservable inputs.
Non Financial Assets Measured at Fair Value - Nonrecurring Basis
As of May 4, 2013 and February 2, 2013 the Company had an intangible FCC broadcasting license asset with a carrying value and fair value of $12,000,000. At February 2, 2013, the Company estimated the fair value of its FCC television broadcast license asset 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 input discount rate of 10%. The Company concluded that the inputs used in its intangible FCC broadcasting license asset valuation at February 2, 2013 are Level 3 inputs.
Intangible Assets
Intangible Assets
Intangible Assets
Intangible assets in the accompanying consolidated balance sheets consisted of the following:
 
Weighted
Average
Life
(Years)
 
May 4, 2013
 
February 2, 2013
 
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Gross
Carrying
Amount
 
Accumulated
Amortization
Finite-lived intangible assets:
 
 
 
 
 
 
 
 
 
  NBCU trademark license - second renewal
1.7
 
$
6,830,000

 
$
(3,833,000
)
 
$
6,830,000

 
$
(2,833,000
)
 
 
 
 
 
 
 
 
 
 
Indefinite-lived intangible assets:
 
 
 
 
 
 
 
 
 
FCC broadcast license
 
 
$
12,000,000

 
 
 
$
12,000,000

 
 

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 a discount rate. 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.
During the Company's annual fiscal 2012 fair value assessment and utilizing independent market data, assumptions in the Company's discounted cash flow models reflected declines in independent television station industry revenues and operating margins due to television station rating declines and reduced advertising purchases on local broadcast television stations. As a result, cash flows from our discounted cash flow model did not support recovery of the asset's carrying value and the Company recorded an $11.1 million non-cash impairment charge in the fourth quarter of fiscal 2012.
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.
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 paid an additional $2,830,000 on May 15, 2013, which is included in accrued liabilities in the accompanying condensed consolidated balance sheets. 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 22, 2013, the Company announced that it will be rebranding its 24-hour television shopping network and its companion e-commerce internet website from ShopNBC and ShopNBC.com to ShopHQ and ShopHQ.com, respectively, to reinforce its positioning as the shopping headquarters for its customers. Customers and viewers will begin to see the new ShopHQ brand name and logo across television, online, mobile and social platforms immediately with a gradual transition to the new brand and new Internet URL to be completed over the balance of the fiscal year.
Amortization expense related to the NBCU trademark license was $1,000,000 for the three months ended May 4, 2013 and $1,041,000 for the three months ended April 28, 2012. Estimated amortization expense for fiscal 2013 will be approximately $3,997,000.
Credit Agreements
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 May 1, 2013, the Company amended its Credit Facility with PNC increasing the size of the facility to $50 million. The Credit Facility, as amended, also has a new five-year maturity and continues to bear interest at LIBOR plus 3% per annum. 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 amended Credit Facility, currently $12 million, provides liquidity for working capital and general corporate purposes.
Maximum borrowings under the Credit Facility are equal to the lesser of $50 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% if terminated in year two; 0.5% if terminated in year three; and no fee if terminated in years four or five. Borrowings under the Credit Facility mature and are payable in May 2018. Interest expense recorded under the Credit Facility for the three months ended May 4, 2013 and three months ended April 28, 2012 was $378,000 and $341,000, 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 May 4, 2013, the Company was in compliance with the applicable covenants of the Credit Facility.
Costs incurred to obtain the amendment to the Credit Facility of approximately $226,000 and unamortized costs incurred to obtain the original Credit Facility totaling $466,000 have been capitalized and are being expensed as additional interest over the new five-year term of the Credit Facility. In connection with a previous term loan refinancing, the Company was required to pay an early termination fee of $500,000 which was recorded as a loss on debt extinguishment in the accompanying statement of operations for the first quarter of fiscal 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 term loan financing costs.
Level 1 (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. Share-based compensation expense for the first quarters of fiscal 2013 and fiscal 2012 related to stock option awards was $611,000 and $326,000, 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 4, 2013, 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 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 2013
 
Fiscal 2012
Expected volatility
100%
 
—
Expected term (in years)
6 years
 
—
Risk-free interest rate
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). 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 May 4, 2013, 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. 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 4, 2013 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 2, 2013
2,500,000

 
$
3.73

 
2,098,000

 
$
6.23

 
1,169,000

 
$
5.88

 
525,000

 
$
4.12

Granted
120,000

 
$
3.61

 
30,000

 
$
2.70

 
—

 
$
—

 
—

 
$
—

Exercised
—

 
$
—

 
—

 
$
—

 
—

 
$
—

 
—

 
$
—

Forfeited or canceled
—

 
$
—

 
—

 
$
—

 
(6,000
)
 
$
1.67

 
—

 
$
—

Balance outstanding,
May 4, 2013
2,620,000

 
$
3.73

 
2,128,000

 
$
6.22

 
1,163,000

 
$
5.91

 
525,000

 
$
4.12

Options exercisable at
May 4, 2013
67,000

 
$
2.23

 
1,995,000

 
$
6.09

 
1,144,400

 
$
5.97

 
397,000

 
$
4.10



The following table summarizes information regarding stock options outstanding at May 4, 2013:
 
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:
2,620,000

 
$
3.73

 
9.5
 
$
1,031,000

 
2,577,000

 
$
3.75

 
9.5
 
$
966,000

2004 Incentive:
2,128,000

 
$
6.22

 
5.6
 
$
1,231,000

 
2,115,000

 
$
6.17

 
5.6
 
$
1,231,000

2001 Incentive:
1,163,000

 
$
5.91

 
5.2
 
$
719,000

 
1,159,000

 
$
5.92

 
5.2
 
$
715,000

Non-Qualified:
525,000

 
$
4.12

 
7.2
 
$
221,000

 
512,000

 
$
4.12

 
7.2
 
$
214,000


The weighted average grant-date fair value of options granted in the first quarter of fiscal 2013 was $2.68. There were no option grants made during the first quarter of fiscal 2012. There were no options exercised during the first quarter of fiscal 2013. The total intrinsic value of options exercised during the first quarter of fiscal 2012 was $1,000. As of May 4, 2013, total unrecognized compensation cost related to stock options was $2,561,000 and is expected to be recognized over a weighted average period of approximately 0.9 years.
Restricted Stock (Notes)
Restricted Stock
Restricted Stock
Compensation expense recorded in the first three-months of fiscal 2013 and fiscal 2012 relating to restricted stock grants was $249,000 and $665,000, respectively. As of May 4, 2013, there was $398,000 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 0.6 years. The total fair value of restricted stock vested during the first three-months of fiscal 2013 and fiscal 2012 was $783,000 and $513,000, respectively.
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). 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 May 4, 2013, all 300,000 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. 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.
A summary of the status of the Company’s non-vested restricted stock activity as of May 4, 2013 and changes during the three-month period then ended is as follows:
 
Shares
 
Weighted
Average
Grant Date
Fair Value
Non-vested outstanding, February 3, 2013
772,000

 
$3.00
Granted
2,000

 
$2.70
Vested
(226,000
)
 
$6.36
Forfeited
(8,000
)
 
$2.26
Non-vested outstanding, May 4, 2013
540,000

 
$1.61
Net Income (Loss) Per Common Share (Notes)
Net Income (Loss) Per Common Share
Net Income (Loss) Per Common Share
Basic net income (loss) per share is computed by dividing reported income (loss) by the weighted average number of shares of common stock outstanding for the reported period. Diluted income (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 income (loss) per share calculations and the number of shares used in the calculation of basic income (loss) per share and diluted income (loss) per share is as follows:
 
Three-Month Periods Ended
 
May 4,
2013
 
April 28,
2012
Net income (loss) (a)
$
1,023,000

 
$
(8,739,000
)
Weighted average number of shares of common stock outstanding — Basic
49,226,515

 
48,638,164

Dilutive effect of stock options, non-vested shares and warrants (b)
5,427,159

 
—

Weighted average number of shares of common stock outstanding — Diluted
54,653,674

 
48,638,164

Net income (loss) per common share
$
0.02

 
$
(0.18
)
Net income (loss) per common share — assuming dilution
$
0.02

 
$
(0.18
)
(a) The net loss for the three-month period ended April 28, 2012 includes a loss on debt extinguishment charge totaling $500,000 incurred during the first quarter of fiscal 2012.
(b) For the three-month period ended April 28, 2012, approximately 3,642,000 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.
Business Segments and Sales by Product Group
Business Segments and 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
 
May 4,
2013
 
April 28,
2012
Jewelry & Watches
$
66,184

 
$
71,571

Home & Consumer Electronics
41,950

 
27,603

Beauty, Health & Fitness
18,563

 
18,059

Fashion & Accessories
12,797

 
10,128

All other
11,860

 
9,188

Total
$
151,354

 
$
136,549

Income Taxes
Income Taxes
Income Taxes
At February 2, 2013, the Company had federal net operating loss carryforwards ("NOLs") of approximately $300 million, and state NOL's of approximately $128 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 three months ended May 4, 2013, the income tax provision included a non-cash tax charge of approximately $290,000 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 $867,000 of additional non-cash income tax expense over the remainder of fiscal 2013.
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. After the vendor refused a request to indemnify the Company for its risk, in December 2009, the Company commenced litigation against the vendor in the U.S. District Court of Minnesota 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 court. 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 settlement of this case.
Related Party Transactions
Related Party Transactions
Related Party Transactions
Relationship with Creative Commerce and International Commerce
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 paid Creative Commerce and International Commerce approximately $229,000 during the three-month period ending April 28, 2012 relating to these services. Mr. Garrubbo has not been a director of the Company since June 13, 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. 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 4, 2013, 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 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 9, 2013.
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 paid an additional $2,830,000 on May 15, 2013, which is included in accrued liabilities in the accompanying condensed consolidated balance sheets.
Basis of Financial Statement Presentation (Policies)
Fiscal Year
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 2012, ended on February 2, 2013, and consisted of 53 weeks. Fiscal 2013 will end on February 1, 2014, 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 4, 2013
 
February 2, 2013
 
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Gross
Carrying
Amount
 
Accumulated
Amortization
Finite-lived intangible assets:
 
 
 
 
 
 
 
 
 
  NBCU trademark license - second renewal
1.7
 
$
6,830,000

 
$
(3,833,000
)
 
$
6,830,000

 
$
(2,833,000
)
 
 
 
 
 
 
 
 
 
 
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 2013
 
Fiscal 2012
Expected volatility
100%
 
—
Expected term (in years)
6 years
 
—
Risk-free interest rate
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 4, 2013 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 2, 2013
2,500,000

 
$
3.73

 
2,098,000

 
$
6.23

 
1,169,000

 
$
5.88

 
525,000

 
$
4.12

Granted
120,000

 
$
3.61

 
30,000

 
$
2.70

 
—

 
$
—

 
—

 
$
—

Exercised
—

 
$
—

 
—

 
$
—

 
—

 
$
—

 
—

 
$
—

Forfeited or canceled
—

 
$
—

 
—

 
$
—

 
(6,000
)
 
$
1.67

 
—

 
$
—

Balance outstanding,
May 4, 2013
2,620,000

 
$
3.73

 
2,128,000

 
$
6.22

 
1,163,000

 
$
5.91

 
525,000

 
$
4.12

Options exercisable at
May 4, 2013
67,000

 
$
2.23

 
1,995,000

 
$
6.09

 
1,144,400

 
$
5.97

 
397,000

 
$
4.10

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 4, 2013:
 
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:
2,620,000

 
$
3.73

 
9.5
 
$
1,031,000

 
2,577,000

 
$
3.75

 
9.5
 
$
966,000

2004 Incentive:
2,128,000

 
$
6.22

 
5.6
 
$
1,231,000

 
2,115,000

 
$
6.17

 
5.6
 
$
1,231,000

2001 Incentive:
1,163,000

 
$
5.91

 
5.2
 
$
719,000

 
1,159,000

 
$
5.92

 
5.2
 
$
715,000

Non-Qualified:
525,000

 
$
4.12

 
7.2
 
$
221,000

 
512,000

 
$
4.12

 
7.2
 
$
214,000

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 4, 2013 and changes during the three-month period then ended is as follows:
 
Shares
 
Weighted
Average
Grant Date
Fair Value
Non-vested outstanding, February 3, 2013
772,000

 
$3.00
Granted
2,000

 
$2.70
Vested
(226,000
)
 
$6.36
Forfeited
(8,000
)
 
$2.26
Non-vested outstanding, May 4, 2013
540,000

 
$1.61
Net Income (Loss) Per Common Share (Tables)
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]
A reconciliation of net income (loss) per share calculations and the number of shares used in the calculation of basic income (loss) per share and diluted income (loss) per share is as follows:
 
Three-Month Periods Ended
 
May 4,
2013
 
April 28,
2012
Net income (loss) (a)
$
1,023,000

 
$
(8,739,000
)
Weighted average number of shares of common stock outstanding — Basic
49,226,515

 
48,638,164

Dilutive effect of stock options, non-vested shares and warrants (b)
5,427,159

 
—

Weighted average number of shares of common stock outstanding — Diluted
54,653,674

 
48,638,164

Net income (loss) per common share
$
0.02

 
$
(0.18
)
Net income (loss) per common share — assuming dilution
$
0.02

 
$
(0.18
)
(a) The net loss for the three-month period ended April 28, 2012 includes a loss on debt extinguishment charge totaling $500,000 incurred during the first quarter of fiscal 2012.
(b) For the three-month period ended April 28, 2012, approximately 3,642,000 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.
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 4,
2013
 
April 28,
2012
Jewelry & Watches
$
66,184

 
$
71,571

Home & Consumer Electronics
41,950

 
27,603

Beauty, Health & Fitness
18,563

 
18,059

Fashion & Accessories
12,797

 
10,128

All other
11,860

 
9,188

Total
$
151,354

 
$
136,549

General (Details)
3 Months Ended
May 4, 2013
Households
General [Abstract]
 
Household Broadcast Penetration, Number of Households
86,000,000 
Basis of Financial Statement Presentation (Details)
12 Months Ended
Feb. 1, 2014
Feb. 2, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]
 
 
Number of Weeks in Fiscal Year, Minimum
364 days 
371 days 
Number of Weeks in Fiscal Year, Maximum
 
371 days 
Fair Value Measurements (Details) (USD $)
3 Months Ended
Feb. 2, 2013
May 4, 2013
Fair Value, Option, Quantitative Disclosures [Line Items]
 
 
Restricted Cash and Investments, Current
$ 2,100,000 
$ 2,100,000 
Long-term Line of Credit, Noncurrent
38,000,000 
38,000,000 
Indefinite-Lived License Agreements
12,000,000 
12,000,000 
Operating and Broadcast Rights [Member]
 
 
Fair Value, Option, Quantitative Disclosures [Line Items]
 
 
Impairment of Intangible Assets (Excluding Goodwill)
(11,111,000)
 
Indefinite-Lived License Agreements
$ 12,000,000 
$ 12,000,000 
Intangible Assets (Details) (USD $)
0 Months Ended 3 Months Ended 12 Months Ended 3 Months Ended 3 Months Ended
May 16, 2013
May 12, 2012
May 4, 2013
Feb. 2, 2013
Feb. 1, 2014
Feb. 2, 2013
Operating and Broadcast Rights [Member]
May 4, 2013
Operating and Broadcast Rights [Member]
May 4, 2013
Second Renewal of Licensing Agreements [Member]
Feb. 2, 2013
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
 
 
 
 
 
 
 
(3,833,000)
(2,833,000)
Indefinite-Lived License Agreements
 
 
12,000,000 
12,000,000 
 
12,000,000 
12,000,000 
 
 
Impairment of Intangible Assets (Excluding Goodwill)
 
 
 
 
 
11,111,000 
 
 
 
Payments to Acquire Intangible Assets
2,830,000 
4,000,000 
 
 
 
 
 
 
 
License Agreement Covenant, Minimum Unrestricted Cash Plus Available Credit
 
 
8,000,000 
 
 
 
 
 
 
Amortization of Intangible Assets
 
 
1,000,000 
1,041,000 
 
 
 
 
 
Future Amortization Expense, Remainder of Fiscal Year
 
 
 
 
$ 3,997,000 
 
 
 
 
Credit Agreements (Details) (USD $)
0 Months Ended 3 Months Ended
May 1, 2013
May 4, 2013
Apr. 28, 2012
Feb. 9, 2012
Debt Instrument [Line Items]
 
 
 
 
Gains (Losses) on Extinguishment of Debt
 
$ 0 
$ (500,000)
 
2012 Line Of Credit Agreement - PNC Bank, N.A. [Member]
 
 
 
 
Debt Instrument [Line Items]
 
 
 
 
Interest Expense, Debt
 
378,000 
341,000 
 
Debt Instrument, Maturity Date Range, End
5 years 
 
 
 
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
0 
 
 
0 
Line of Credit Facility, Maximum Borrowing Capacity
50,000,000 
 
 
 
Line of Credit Facility, Remaining Borrowing Capacity
 
12,000,000 
 
 
2010 Credit Agreement - Crystal Financial, LLC [Member]
 
 
 
 
Debt Instrument [Line Items]
 
 
 
 
Gains (Losses) on Extinguishment of Debt
 
 
500,000 
 
Write off of Deferred Debt Issuance Cost
 
 
$ 2,300,000 
 
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% 
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 4, 2013
Apr. 28, 2012
Share-based Compensation [Abstract]
 
 
Expected Volatility Rate, Minimum
100.00% 
0.00% 
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum
100.00% 
0.00% 
Risk Free Interest Rate, Minimum
1.10% 
0.00% 
Risk Free Interest Rate, Maximum
1.20% 
0.00% 
Expected Term
6 years 
0 years 
Grant Term Limit
10 years 
 
Award Vesting Period
3 years 
 
Exercise Term Limit
10 years 
 
Stock Option Activity (Details) (USD $)
0 Months Ended 3 Months Ended
Oct. 3, 2012
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
 
$ 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
 
2,500,000 
Granted
 
120,000 
Exercised
 
0 
Forfeited or canceled
 
0 
Balance outstanding at end of period
 
2,620,000 
Options exercisable
 
67,000 
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
 
$ 3.73 
Granted, weighted average grant date fair value
$ 4.00 
$ 3.61 
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
 
$ 3.73 
Options exercisable, weighted average exercise price
 
$ 2.23 
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
 
2,098,000 
Granted
 
30,000 
Exercised
 
0 
Forfeited or canceled
 
0 
Balance outstanding at end of period
 
2,128,000 
Options exercisable
 
1,995,000 
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
 
$ 6.23 
Granted, weighted average grant date fair value
 
$ 2.70 
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
 
$ 6.22 
Options exercisable, weighted average exercise price
 
$ 6.09 
2001 Omnibus Stock Plan [Member]
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
 
 
Balance outstanding at beginning of period
 
1,169,000 
Granted
 
0 
Exercised
 
0 
Forfeited or canceled
 
(6,000)
Balance outstanding at end of period
 
1,163,000 
Options exercisable
 
1,144,400 
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
 
$ 5.88 
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
 
$ 1.67 
Balance outstanding at end of period, weighted average exercise price
 
$ 5.91 
Options exercisable, weighted average exercise price
 
$ 5.97 
Stock Option [Member]
 
 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
 
 
Balance outstanding at beginning of period
 
525,000 
Granted
 
0 
Exercised
 
0 
Forfeited or canceled
 
0 
Balance outstanding at end of period
 
525,000 
Options exercisable
 
397,000 
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
 
$ 4.12 
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
 
$ 4.12 
Options exercisable, weighted average exercise price
 
$ 4.10 
Outstanding Stock Options (Details) (USD $)
3 Months Ended
May 4, 2013
Feb. 2, 2013
2011 Omnibus Incentive Plan [Member]
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
Options outstanding
2,620,000 
2,500,000 
Options outstanding, weighted average exercise price
$ 3.73 
$ 3.73 
Options outstanding, weighted average remaining contractual term
9 years 6 months 
 
Options outstanding, aggregate intrinsic value
$ 1,031,000 
 
Vested or expected to vest, outstanding
2,577,000 
 
Vested or expected to vest, outstanding, weighted average exercise price
$ 3.75 
 
Vested or expected to vest, outstanding, weighted average remaining contractual term
9 years 6 months 
 
Vested or expected to vest, outstanding, aggregate intrinsic value
966,000 
 
2004 Omnibus Incentive Stock Plan [Member]
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
Options outstanding
2,128,000 
2,098,000 
Options outstanding, weighted average exercise price
$ 6.22 
$ 6.23 
Options outstanding, weighted average remaining contractual term
5 years 7 months 6 days 
 
Options outstanding, aggregate intrinsic value
1,231,000 
 
Vested or expected to vest, outstanding
2,115,000 
 
Vested or expected to vest, outstanding, weighted average exercise price
$ 6.17 
 
Vested or expected to vest, outstanding, weighted average remaining contractual term
5 years 7 months 6 days 
 
Vested or expected to vest, outstanding, aggregate intrinsic value
1,231,000 
 
2001 Omnibus Stock Plan [Member]
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
Options outstanding
1,163,000 
1,169,000 
Options outstanding, weighted average exercise price
$ 5.91 
$ 5.88 
Options outstanding, weighted average remaining contractual term
5 years 2 months 12 days 
 
Options outstanding, aggregate intrinsic value
719,000 
 
Vested or expected to vest, outstanding
1,159,000 
 
Vested or expected to vest, outstanding, weighted average exercise price
$ 5.92 
 
Vested or expected to vest, outstanding, weighted average remaining contractual term
5 years 2 months 12 days 
 
Vested or expected to vest, outstanding, aggregate intrinsic value
715,000 
 
Stock Option [Member]
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
Options outstanding
525,000 
525,000 
Options outstanding, weighted average exercise price
$ 4.12 
$ 4.12 
Options outstanding, weighted average remaining contractual term
7 years 2 months 12 days 
 
Options outstanding, aggregate intrinsic value
221,000 
 
Vested or expected to vest, outstanding
512,000 
 
Vested or expected to vest, outstanding, weighted average exercise price
$ 4.12 
 
Vested or expected to vest, outstanding, weighted average remaining contractual term
7 years 2 months 12 days 
 
Vested or expected to vest, outstanding, aggregate intrinsic value
$ 214,000 
 
Narrative (Details) (USD $)
3 Months Ended 0 Months Ended 3 Months Ended
May 4, 2013
Apr. 28, 2012
May 4, 2013
Minimum [Member]
Oct. 3, 2012
2011 Omnibus Incentive Plan [Member]
May 4, 2013
2011 Omnibus Incentive Plan [Member]
May 4, 2013
2004 Omnibus Incentive Stock Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
Allocated Share-based Compensation Expense
$ 611,000 
$ 326,000 
 
 
 
 
Number of Omnibus Stock Plans
2 
 
 
 
 
 
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
$ 2.68 
 
 
$ 4.00 
$ 3.61 
$ 2.70 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Total Intrinsic Value
1,000 
 
 
 
 
 
Unrecognized compensation cost related to non-vested awards
$ 2,561,000 
 
 
 
 
 
Period for recognition of unrecognized compensation cost
10 months 24 days 
 
 
 
 
 
Market Based Stock Option Awards (Details) (USD $)
3 Months Ended 0 Months Ended 3 Months Ended 0 Months Ended 0 Months Ended 3 Months Ended 0 Months Ended
May 4, 2013
Apr. 28, 2012
Oct. 3, 2012
2011 Omnibus Incentive Plan [Member]
May 4, 2013
2011 Omnibus Incentive Plan [Member]
Feb. 2, 2013
2011 Omnibus Incentive Plan [Member]
Oct. 3, 2012
Market Based Stock Options Awards [Member]
tranche
Feb. 2, 2013
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]
May 4, 2013
Restricted Stock [Member]
Apr. 28, 2012
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
$ 860,000 
$ 991,000 
 
 
 
 
 
 
 
 
 
$ 50,000 
$ 249,000 
$ 665,000 
 
 
 
Allocated Share-based Compensation Expense
611,000 
326,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Granted
 
 
 
120,000 
 
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
 
 
0.38% 
 
 
 
 
 
 
 
0.32% 
 
 
 
 
 
 
Weighted average volatility rate
 
 
78.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Required Stock Option Holding Period
 
 
1 year 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Options outstanding
 
 
 
2,620,000 
2,500,000 
 
2,125,000 
 
 
 
 
 
 
 
 
 
 
Granted, weighted average grant date fair value
$ 2.68 
 
$ 4.00 
$ 3.61 
 
 
 
$ 0.93 
$ 0.95 
$ 0.95 
 
 
 
 
$ 1.48 
$ 1.39 
$ 1.31 
Number of tranches
 
 
 
 
 
3 
 
 
 
 
 
 
 
 
 
 
 
Number of consecutive trading days
 
 
20 days 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Expected Term
6 years 
0 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
Jun. 14, 2012
Nov. 30, 2011
May 4, 2013
Apr. 28, 2012
Feb. 2, 2013
Oct. 3, 2012
Jun. 13, 2012
Employees
Nov. 18, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
Share-based compensation
 
 
$ 860,000 
$ 991,000 
 
 
 
 
Unrecognized compensation cost related to non-vested awards
 
 
2,561,000 
 
 
 
 
 
Award Vesting Period
 
 
3 years 
 
 
 
 
 
Restricted Stock [Member]
 
 
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
Share-based compensation
50,000 
 
249,000 
665,000 
 
 
 
 
Unrecognized compensation cost related to non-vested awards
 
 
398,000 
 
 
 
 
 
Weighted average remaining contractual term
 
 
7 months 6 days 
 
 
 
 
 
Restricted stock vested in period, total fair value
 
 
783,000 
513,000 
 
 
 
 
Granted
 
453,000 
2,000 
 
 
 
 
 
Total grant date fair value
 
 
 
 
 
$ 425,000 
$ 85,000 
$ 816,000 
Number of non-management board members granted shares
 
 
 
 
 
 
6 
 
Non-vested shares outstanding, May 4, 2013
 
 
540,000 
 
772,000 
300,000 
 
 
Restricted Stock Non-Vested Restricted Stock Table (Details) (USD $)
0 Months Ended 3 Months Ended
Jun. 14, 2012
Nov. 30, 2011
May 4, 2013
Apr. 28, 2012
Oct. 3, 2012
Jun. 13, 2012
Employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
Share-based compensation
 
 
$ 860,000 
$ 991,000 
 
 
Restricted Stock [Member]
 
 
 
 
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
Share-based compensation
$ 50,000 
 
$ 249,000 
$ 665,000 
 
 
Number of non-management board members granted shares
 
 
 
 
 
6 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward]
 
 
 
 
 
 
Non-vested shares outstanding, February 2, 2013
 
 
772,000 
 
300,000 
 
Granted
 
453,000 
2,000 
 
 
 
Vested
 
 
226,000 
 
 
 
Forfeited
 
 
(8,000)
 
 
 
Non-vested shares outstanding, May 4, 2013
 
 
540,000 
 
300,000 
 
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
 
 
$ 3.00 
 
 
 
Granted, Weighted Average Grant Date Fair Value
 
 
$ 2.70 
 
 
 
Vested, Weighted Average Grant Date Fair Value
 
 
$ 6.36 
 
 
 
Forfeited, Weighted Average Grant Date Fair Value
 
 
$ 2.26 
 
 
 
Non-vested outstanding, Weighted Average Grant Date Fair Value, May 4, 2013
 
 
$ 1.61 
 
 
 
Restricted Stock Market Based Restricted Stock (Details) (USD $)
3 Months Ended 0 Months Ended 0 Months Ended
May 4, 2013
Apr. 28, 2012
Oct. 3, 2012
Restricted Stock [Member]
tranche
May 4, 2013
Restricted Stock [Member]
Feb. 2, 2013
Restricted Stock [Member]
Oct. 3, 2012
Tranche 1 [Member]
Oct. 3, 2012
Tranche 1 [Member]
Restricted Stock [Member]
Oct. 3, 2012
Tranche 2 [Member]
Oct. 3, 2012
Tranche 2 [Member]
Restricted Stock [Member]
Oct. 3, 2012
Tranche 3 [Member]
Oct. 3, 2012
Tranche 3 [Member]
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
 
 
 
 
 
 
 
 
 
Non-vested shares outstandings
 
 
300,000 
540,000 
772,000 
 
 
 
 
 
 
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% 
 
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
$ 2.68 
 
 
 
 
$ 0.93 
$ 1.48 
$ 0.95 
$ 1.39 
$ 0.95 
$ 1.31 
Expected Term
6 years 
0 years 
2 years 9 months 18 days 
 
 
15 months 
15 months 
20 months 
20 months 
24 months 
24 months 
Net Income (Loss) Per Common Share (Details) (USD $)
3 Months Ended
May 4, 2013
Apr. 28, 2012
Earnings Per Share [Abstract]
 
 
Net income (loss) (a)
$ 1,023,000 
$ (8,739,000)
Weighted average number of common shares outstanding — Basic
49,226,515 
48,638,164 
Dilutive effect of stock options, non-vested shares and warrants (b)
5,427,159 
0 
Weighted average number of common shares outstanding — Diluted
54,653,674 
48,638,164 
Net loss per common share
$ 0.02 
$ (0.18)
Net loss per common share — assuming dilution
$ 0.02 
$ (0.18)
Gains (Losses) on Extinguishment of Debt
$ 0 
$ (500,000)
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount
 
3,642,000 
Business Segments and Sales by Product Group (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
May 4, 2013
Apr. 28, 2012
Revenue from External Customer [Line Items]
 
 
Jewelry & Watches
$ 66,184 
$ 71,571 
Home & Electronics
41,950 
27,603 
Beauty, Health & Fitness
18,563 
18,059 
Fashion (apparel, outerwear & accessories)
12,797 
10,128 
All other
11,860 
9,188 
Total
$ 151,354 
$ 136,549 
Income Taxes (Details) (USD $)
3 Months Ended 9 Months Ended
May 4, 2013
Feb. 1, 2014
Jan. 28, 2012
Income Tax Disclosure [Abstract]
 
 
 
Deferred Income Tax Expense (Benefit)
$ 290,000 
$ 867,000 
 
Operating Loss Carryforwards
 
 
300,000,000 
Deferred Tax Assets, Operating Loss Carryforwards, State and Local
 
 
$ 128,000,000 
Related Party Transactions (Details) (USD $)
0 Months Ended 3 Months Ended 12 Months Ended 3 Months Ended 3 Months Ended
May 16, 2013
May 12, 2012
May 4, 2013
board_members
Feb. 1, 2014
Feb. 2, 2013
Apr. 28, 2012
Edwin Garrubbo [Member]
Jan. 2, 2011
Comcast [Member]
May 4, 2013
GE [Member]
Jan. 2, 2011
GE [Member]
May 4, 2013
NBCU [Member]
Related Party Transaction [Line Items]
 
 
 
 
 
 
 
 
 
 
Related Party Transaction, Expenses from Transactions with Related Party
 
 
 
 
 
$ 229,000 
 
 
 
 
Equity Method Investment, Ownership Percentage in NBCU
 
 
 
 
 
 
51.00% 
 
49.00% 
 
Current Fiscal Year End Date
 
 
 
--02-01 
 
 
 
 
 
 
Warrants, Outstanding
 
 
6,000,000 
 
6,000,000 
 
 
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% 
Payments to Acquire Intangible Assets
$ 2,830,000 
$ 4,000,000