ValueVision Media, Inc.

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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 Date of Report (Date of Earliest Event Reported): June 11, 2009 ValueVision Media, Inc. (Exact name of registrant as specified in its charter) Registrant’s telephone number, including area code: (952) 943-6000 Not Applicable Former name or former address, if changed since last report Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Minnesota 0-20243 41-1673770 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 6740 Shady Oak Road, Eden Prairie, Minnesota 55344-3433 (Address of principal executive offices) (Zip Code) 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))

Transcript of ValueVision Media, Inc.

Page 1: ValueVision Media, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 11, 2009

ValueVision Media, Inc. (Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (952) 943-6000

Not Applicable Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Minnesota 0-20243 41-1673770

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

6740 Shady Oak Road, Eden Prairie,

Minnesota 55344-3433

(Address of principal executive offices) (Zip Code)

� 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 7.01 Regulation FD Disclosure.

On June 11, 2009, we are making investor presentations to potential investors in Minneapolis, MN. Exhibit 99 is a copy of slides furnished, and posted on our website (www.valuvisionmedia.com), in connection with the presentations. The slides are being furnished pursuant to Item 7.01, and the information contained therein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities under that section. Furthermore, the information in Exhibit 99 and on our website shall not be deemed to be incorporated by reference into our filings under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits.

99.1 Investor Presentation Slides Dated June 11, 2009.

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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.

ValueVision Media, Inc.

June 11, 2009 By: /s/ Nathan E. Fagre Name: Nathan E. Fagre

Title: Senior Vice President, General Counsel and Secretary

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Exhibit Index

Exhibit No. Description 99.1 Investor Presentation Slides dated June 11, 2009.

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Exhibit 99.1

6th Annual Craig-Hallum Institutional Investor Conference ValueVision Media (NASDAQ: VVTV) Keith Stewart , President & CEO Frank Elsenbast, SVP & CFO June 11, 2009 www.shopnbc.com

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Mult ichannel retailer on TV & Web $568 mil lion Rv 2008 32% Internet 72 million homes, streamed on line 658 ,000 active customers 3.7 mil lion shipped units Our financial assets $55 mil lion cash & securities $39 mill ion in real estate and TV stat ion Differen tiated value proposit ion NBC branded channel Premium li fes tyle merchandise Upscale price point: $176 Dest ination and authori ty for: home, fashion , jewelry and beauty 2 www.shopnbc.com

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3 Today vs. Transitional Future* *Future represen ts management 's object ives on ly and does not constitute a financial forecast or project ion o f future company performance. These management objectives are for the company 's annual operat ing model after a period of approximately 3-5 years from fiscal 2008 . www.shopnbc.com In Mill ions 2008 Future* Sales $568 $1,100 Homes Distribution 72 81 Margin % 32% 37% OpEx % (Ex. D&A) 41% 27% EBITDA, % o f Sales, as adjusted - 10%+

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Established Industry, Winn ing Business Model

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5 The Fundamentals - Where We Fit www.shopnbc.com Fundamentals ShopNBC 2008 L eading Competi tor Multichannel Retailing: Leveraged market ing on TV and Web plat fo rms $568 mi llion Rv 68% / 32% $5 b illion Rv (U.S.) 70% / 30% Distribution & Penetration per Home 72 mill ion homes $7 per home 90 mill ion homes $58 per home Merchandise Categories Home, Fashion, Jewelry, Beau ty, Consumer Electronics Home, Fashion, Jewelry, Beauty, Consumer E lectronics Margins 32% 35% Average Sel ling Price $176 $58 E BITDA Margins - 22%

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Strategy for Success: The Right Team - The Right Plan

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New Leadership 7 www.shopnbc.com Over 140 years o f combined mult ichannel leadersh ip experience with p roven track record of success

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Our Strategic Focus 8 www.shopnbc.com

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9 *Future represents management's objectives only and does not const itute a financial fo recast or projection of futu re company performance. These management objectives are fo r the company's annual operating model after a period o f approximately 3-5 years from fiscal 2008 . Strategic Focus #1: Increase Top Line and Maintain Footprint

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Strategic Focus #1 : Increase Top L ine a. New merchandise, shi ft mix - Broaden appeal - Higher margins - Reposition core jewelry 10 *Future rep resents management's objectives only and does not const itu te a financial fo recast or projection of futu re company performance. These management objectives are fo r the company's annual operating model after a period o f approx imately 3-5 years from fiscal 2008 . www.shopnbc.com

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Strategic Focus #1 : Increase Top L ine a. New merchandise, shi ft mix b. Lower average selling price - Broadens appeal - Lowers return rates - More moderately priced jewelry 11 www.shopnbc.com

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Strategic Focus #1 : Increase Top L ine 12 a. New merchandise, shift mix b. L ower average sel ling price c. Compel ling promotional d rivers - Dai ly usage on TV and Web - Leads to increased # of new and active customers www.shopnbc.com

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Strategic Focus #1 : Increase Top L ine 13 TV shopper - $675/yr Online - $561/yr Converged - $2,423 /yr a. New merchandise, shi ft mix b. Lower average sell ing p rice c. Compell ing p romotional drivers d . Focus on customer growth Affluen t and loyal shopper Average income over $70k Has a taste for the good li fe and is fashion fo rward Wants au thenticity and proud of shopping on TV/Web Craves excitement and newness Loves the s tory behind each product, wants to be educated 35-64 years old Multichannel shopper = 4x www.shopnbc.com

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Launched iPhone App Q2'09 A fi rs t of its kind in the TV shopping industry Strategic Focus #1: Increase Top Line a. New merchandise, shift mix b. Lower average sel ling price c. Compel ling promotional drivers d. Focus on customer growth e. "ShopNBC Anywhere" - 24x7 on cable / satelli te TV - 24x7 s treamed l ive onl ine - Available on iPhone devices - Facebook, YouTube and Twit ter - NBC cross promotions 14 www.shopnbc.com

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15 ShopNBC on TV ShopNBC.com Product Video ShopNBC Mob ile ShopNBC.tv Social Media www.shopnbc.com "ShopNBC Anywhere"

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16 *Future rep resents management's ob ject ives only and does not constitu te a financial forecast or projection of future company performance. These management objectives are for the company's annual operating model after a period of approximately 3-5 years from fiscal 2008 . www.shopnbc.com 2008 Future* Home 37% 41% Consumer Electronics 24% 24% Fashion & Accessories 42% 50% Jewelry 38% 45% Beauty 52% 52% Total Gross Marg in 32% 37% Strateg ic Focus #2: Increase Merchandise Marg in

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17 *Future rep resents management's ob ject ives only and does not constitu te a financial forecast or projection of future company performance. These management objectives are for the company's annual operating model after a period of approximately 3-5 years from fiscal 2008 . www.shopnbc.com % of Net Sales 2008 Future* Fixed Overhead 11% 9% Variable Expenses (call center, fulfil lment, credit) 8% 6% Dis tribut ion (cable and satell ite fees) 22% 12% Total (Ex. D&A) 41% 27% Strategic Focus #3: Hold Cost-structure Steady, Del iver Operating Leverage

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18 *Future rep resents management's ob ject ives only and does not constitu te a financial forecast or projection of future company performance. These management objectives are for the company's annual operating model after a period of approximately 3-5 years from fiscal 2008 . www.shopnbc.com In Mill ions 2008 Future* Sales $568 $1,110 Margin % 32% 37% O pEx % (Ex. D&A) 41% 27% EBITDA, % o f Sales, as adjusted - 10%+ Fu ture Outcome of Strategic Focus: Incremental sales at high contribut ion margin leads to posi tive EBITDA

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State of Turnaround: Gaining Tract ion

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Q1'09 & YTD Accomplishments 20 www.shopnbc.com Through a culture o f excellence in every day execut ion: Extended GE Preferred financial obl igation by 5 years Nearing completion of cable & satell ite renegotiations Maintaining footprint of 73 mi llion homes, improving channel placement, and lowering dis tribut ion fees, result ing in a cost savings in the range of $22 mil lion to $25 mil lion for F'09 Added 94 new vendors and launched 62 new brands Con tinued to improve customer trends with new and act ive customers up 62% and 27%, respectively Lowered average sel ling price to $144, down 26% vs. prior year Sign ifican t reduction in return rates, dow n 14.3 ppt vs . year-ago quarter Improved merchand ise margins from 29% in Q4'08 to 31.7% YT D Increased unit volume 10% as lower p rice points and new merchand ise led to increased customer act ivity

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An Innovative Future, Through Innovative Leadership

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Innovative Futu re Mobile Platform Interactive TV & HiDef Expansion of Logist ics International Growth 22

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Investment Highl ights Premium l ifestyle b rand posit ioning Estab lished industry, winning model New leadership with track record of success Strateg ic focus, turnaround wel l underway Fixed cost structure poised for scale Strong balance sheet and no debt Future* $1.1 bi llion sales at 10%+ EBITDA 23 www.shopnbc.com *Future represen ts management 's objectives only and does not consti tute a financial forecast or projection of fu ture company performance. T hese management objectives are for the company's annual operat ing model after a period of approximately 3 -5 years from fiscal 2008 .

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24 Questions? www.shopnbc.com

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25 Reconcil iation of Adjusted EBITDA to Net Income/(Loss): Reconci liation of Adjusted EBITDA to Net Income/(Loss): Reconciliat ion o f Ad justed EBITDA to Net Income/(Loss): Annual F2008 EBITDA, as adjusted (000's) $ (51,421) Less: Non-operating gains (losses) and equ ity in RLM (969) Write-down of auction rate securit ies (11,072) FCC l icense impairment (8,832) Restructuring costs and other non -recurring items (6,980) Non-cash share-based compensation (3,928) Cumulative effect o f accounting change - EBITDA (as defined) (a) (83,202) A reconci liation of EBIT DA to net loss is as fol lows: EBITDA, as defined (83,202) Ad justments: Depreciation and amort izat ion (17,297) Interest income 2,739 Income taxes (33) Discont inued operations of FanBuzz - Net loss $ (97,793) (a) EBIT DA as defined for this statistical p resentat ion represen ts net income (loss) from continuing operations for the respective periods excluding depreciat ion and amortization expense, interest income (expense) and income taxes. The Company defines EBITDA, as adjusted, as EBITD A excluding non-recurring non-operating gains (losses) and equ ity in income of Ralph Lauren Med ia, LLC; non-recurring restructuring costs ; and non -cash s tock opt ion expense. Management has included the term EBITDA, as ad justed, in i ts EBITDA reconcil iation in o rder to adequately assess the operating performance o f the Company's "core" television and Internet businesses and in order to maintain comparabil ity to its analyst 's coverage and financial guidance. Management believes that EBITDA , as ad justed , al lows investors to make a more meaningful comparison between our core business operating results over different periods of time with those of other similar smal l cap , higher growth companies. In addition, management uses EBITDA, as adjusted, as a metric measure to evaluate operating perfo rmance under i ts management and execut ive incentive compensation programs. EBITDA, as adjusted, should not be construed as an alternative to operat ing income (loss) or to cash flows from operat ing activities as determined in accordance with GAAP and should not be construed as a measure of liqu idity. EBIT DA, as adjusted , may no t be comparable to s imi larly enti tled measures reported by o ther companies. w ww.shopnbc.com

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26 Forward-Looking Information This presentat ion con tains certain "forward -looking statements" with in the meaning of the Private Securit ies Lit igation Reform Act of 1995. These statements are based on management's current expectations and are according ly subject to uncertainty and changes in circumstances. Actual resul ts may vary material ly from the expectat ions con tained herein due to various important factors, includ ing (but not limited to ): consumer spending and deb t levels; interest rates; competit ive pressures on sales, pricing and gross profit margins; the level of cable distribution for the Company 's p rogramming and the fees associated therewith ; the success o f the Company's e-commerce and rebranding init iatives; the perfo rmance of i ts equity investments; the success of its strategic alliances and relationships; the ab ility of the Company to manage i ts operating expenses successfully; risks associated with acquisitions; changes in governmental or regulatory requirements; l itigat ion or governmental p roceedings affecting the Company's operations; and the abi lity of the Company to ob tain and retain key executives and employees. More detailed information about those factors is set forth in the Company's fil ings with the Securities and Exchange Commission , includ ing the Company's annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8 -K. The Company is under no obligat ion (and expressly disclaims any such obl igation) to update o r alter i ts forward-looking statements whether as a result of new information, futu re events or otherwise. www.shopnbc.com