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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
AUGUST 18, 2004
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Date of report (Date of earliest event reported)
VALUEVISION MEDIA, INC.
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(Exact Name of Registrant as Specified in its Charter)
MINNESOTA 0-20243 41-1673770
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(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
6740 SHADY OAK ROAD
EDEN PRAIRIE, MINNESOTA 55344-3433
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(Address of principal executive offices) (Zip Code)
Telephone Number: (952) 943-6000
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(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On August 18, 2004 the registrant issued a press release discussing its
results of operations and financial condition for its second fiscal quarter
ended July 31, 2004. A copy of the press release is furnished as Exhibit 99
hereto.
The registrant defines EBITDA as net income (loss) for the respective
periods excluding depreciation and amortization expense, interest income
(expense), and income taxes. The registrant's management views EBITDA as an
important alternative operating performance measure because it is commonly used
by analysts and institutional investors in analyzing the financial performance
of companies in the broadcast and television home shopping sectors. However,
EBITDA should not be construed as an alternative to operating income or to cash
flows from operating activities (as determined in accordance with generally
accepted accounting principles) and should not be construed as a measure of
liquidity. EBITDA, as presented, may not be comparable to similarly entitled
measures reported by other companies.
The registrant's management uses EBITDA to evaluate operating
performance and as a measure of performance for incentive compensation purposes.
For the quarter ended July 31, 2004, Exhibit 99 states that the net
loss for such quarter was $7.8 million. EBITDA for such quarter, which excludes
depreciation and amortization expense, interest income and income taxes, was
$(3.2) million. The difference between these measures includes $(4.9) million of
depreciation and amortization expense and $.3 million of interest income. For
the quarter ended July 31, 2003, Exhibit 99 states that net loss for such
quarter was $.1 million. EBITDA for such quarter, which excludes depreciation
and amortization expense, interest income and income taxes, was $3.9 million.
The difference between these measures includes $(4.3) million of depreciation
and amortization expense, $.4 million of interest income and $(.1) of income
taxes.
For the six months ended July 31, 2004, Exhibit 99 states that the net
loss for such period was $15.7 million. EBITDA for such period, which excludes
depreciation and amortization expense, interest income and income taxes, was
$(6.6) million. The difference between these measures includes $(9.7) million of
depreciation and amortization expense and $.6 million of interest income. For
the six months ended July 31, 2003, Exhibit 99 states that net income for such
period was $.5 million. EBITDA for such period, which excludes depreciation and
amortization expense, interest income and income taxes, was $8.4 million. The
difference between these measures includes $(8.5) million of depreciation and
amortization expense, $.7 million of interest income and $(.1) of income taxes.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99 Press Release dated August 18, 2004.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 24, 2004 VALUEVISION MEDIA, INC.
By /s/ Richard D. Barnes
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Richard D. Barnes
Executive Vice President,
Chief Operating Officer
and Chief Financial Officer
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EXHIBIT INDEX
No. Description Manner of Filing
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99 Press Release dated August 24, 2004.......................................... Filed Electronically