SHOP AT HOME INC /TN/
8-K, 2000-11-15
CATALOG & MAIL-ORDER HOUSES
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                       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): November 15, 2000



                               SHOP AT HOME, INC.
                           --------------------------
             (Exact name of registrant as specified in its charter)




         Tennessee                 0-25596             62-1282758
        -----------------------------------------------------------------
         (State or other          (Commission          (IRS Employer
          jurisdiction of          File Number)         Identification No.)
                                   incorporation)



              5388 Hickory Hollow Parkway, Antioch, Tennessee 37013
           ----------------------------------------------------------
          (Address, including zip code, of principal executive office)

                                 (615) 263-8000
               --------------------------------------------------
              (Registrant's telephone number, including area code)



Item 5.  Other Events

         On November  14, 2000,  Shop At Home,  Inc.  held a conference  call to
discuss the Company's financial results for the first quarter of its fiscal year
2001,  ending  September 30, 2000.  These results were filed with the SEC on the
Form 10-K filed November 14, 2000. The Company has elected to voluntarily file a
copy of this  transcript  on this Form 8-K to ensure  that the  contents of such
conference  call are fully  disseminated  and that any investor of Shop At Home,
Inc. has full access to such transcript.  A transcript of the November 14, 2000,
Financial Conference Call is attached hereto as Exhibit 99.1.

                                    SIGNATURE

         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.


                           SHOP AT HOME, INC.
                           (Registrant)



                           By: /s/ George J. Phillips
                           -------------------------------
                           George J. Phillips
                           Executive Vice President and General Counsel

Date: November 15, 2000





<PAGE>


EXHIBIT 99.1

                              SHOP AT HOME NETWORK
                          Transcript of Conference Call
                        November 14, 2000 - 9:00 a.m. CST

         OPERATOR:  Good morning and welcome to the Shop At Home Network  First
Quarter  Conference  Call.  All  participants  will be
able to listen only until the question and answer session of today's call.  This
call is being  recorded for instant  replay  purposes.
If you have any objections, you may disconnect.

         I'd like to turn the meeting over to Ms. Amiri, and you may begin.

         ARIANE AMIRI: Good morning, and welcome to Shop At Home's first quarter
fiscal 2001 conference call. On the call with me today is Kent Lillie, President
and Chief  Executive  Officer;  Arthur Tek,  Executive  Vice President and Chief
Financial Officer;  and Tim Engle,  President and Chief Operating Officer of the
Shop At Home Network and Collectibles.com.

         Our  release  was  sent  yesterday  evening  and our  10Q is  currently
available on Edgar. We will be taking  questions  after our  presentation of the
quarterly results for both the Network and collectibles.com.  And you may direct
your questions to any of those present.

         Before  we begin,  I'd like to say that any  statements  made  today on
behalf of Shop At Home,  with  regard to the  expectations  of future  revenues,
earnings  coverage or other  performance  factors and including  any  statements
regarding  the plans or  objectives  of  management  for future  operations  are
forward-looking statements for the purposes of the SEC statutes.

         Actual results may differ materially from these  forward-looking
statements for a number of reasons,  as discussed in Shop At
Home's SEC report.  It is my pleasure now to introduce Mr. Lillie.

         KENT LILLIE:  Good morning.  We've made some significant  progress on a
number of fronts since July in pursuit of our two primary  objectives,  although
we continue to show operating and bottom line losses for the September  quarter,
improvements  made in the last quarter indicate  positive trends for the future.
The  first of these  two  objectives  is to  return  the  company  to  operating
profitability.  The second is to recapitalize  through the reduction of debt and
the repurchase of the Series B preferred stock.

         On the positive side of the operating results,  we continue to grow the
number of  households  reached  through  the  Network  and the  total  number of
fulltime equivalent households or FTEs.

         Gross profit margins are up  substantially  over the previous  quarter.
We've had a  significant  decrease in losses due to fraud,  and we have  lowered
operating  expenses by a considerable  amount.  Further,  our Internet business,
collectibles.com, continues to grow at a rate faster then originally forecasted,
outperforming  expectations including number of browsers, page views, time spent
per browser, revenue per browser, and gross revenue margins and earnings.

         Our turnaround  plan continues to gain momentum,  and we are emerging a
much stronger  more  efficient  and  ultimately  more  profitable  company.  For
example,  we've eliminated almost 130 positions since our highest  employment of
early May for an  annualized  cost savings in excess of $4.0  million.  As well,
we've  renegotiated  affiliate  agreements  for a savings so far of $1.8 million
annually.  We've also been successful in renegotiating other long-term operating
agreements and eliminated superfluous expenses that will result in reductions in
other operating  expenses of over $1.7 million per year. That's a grand total of
7.5 million in annual  expense  reductions so far, and we've just really started
that in early July.

         Further,  we continue to reduce inventory and  receivables.  We're also
pleased to report  that we have  reached a final  agreement  for the sale of our
Houston television station, and expect FCC approval and transfer well before the
end of March.  It's  important  to note that  because of our NOL this will be an
essentially tax-free transaction.

         While  we're  disappointed  that the sale of  Bridgeport  will not move
forward,  we will claim the  $500,000 on deposit and continue to look to sell at
least one of our remaining five  stations.  We still have interest in Bridgeport
from other prospective buyers, as well as several of our other stations.

         I would now like to have Tim Engle  outline his progress for  improving
the operating performance of both collectibles.com and the Network.

         TIM ENGLE:  Thank you, Kent.

         During our last call I discussed several  initiatives that required our
immediate attention in order to improve sales and profitability. I would like to
revisit these  initiatives  and provide an update on our progress in three areas
improving   sales,    profitability    and   maintaining   our   momentum   with
collectibles.com.

         First,  in our  initiative  to improve  sales,  the goals  consisted of
implementing   more  effective  price  points,   greater  focus  on  destination
programming,  concentration on database  marketing,  implementation of a private
label credit card,  and a commitment to broader  products  within our successful
categories. I'll start with price points.

         With lower price points come increased  call volume,  lower returns and
cancellations, higher conversion rates, and reduced fraud. We have made progress
in most categories, especially jewelry and coins. Since June we have reduced our
jewelry  price points over 13 percent and in coins over 24 percent.  Our overall
price point in all categories increased 7 percent however, due to the success of
one of our products in sports, which I will speak to later.

         With that said, our recent progress in all categories have demonstrated
that price  points will come down over the next few months  based on product and
sales trends.

         With regard to  destination  programming,  it has been our objective to
drive  viewers to our  products  by being  predictable  and  dependable  for our
programs.  Although  we  continue  to make minor  adjustments  that  reflect our
customers' buying patterns, we feel this objective has been achieved.

         Another  commitment  we made was to be  aggressive  in  leveraging  the
opportunities available through database marketing. Through careful planning and
implementation, we have experienced success in growing this emerging part of our
business.  In fact,  just in the month of  September  we were able to drive over
$1.2 million in  incremental  sales by  reactivating  past customers who had not
transacted with us for more than 90 days.

         So successful was this program that we launched an even more aggressive
initiative for November.  Early results are  encouraging.  This new and exciting
marketing program will continue to grow the lifetime value of our customers at a
very cost effective rate.

         Additionally, we committed to develop and launch a private label credit
card to  accomplish  two  objectives:  reduce our reliance on in-house  customer
financing while  providing our customers an attractive  financing  option,  thus
increasing  sales.  I  am  pleased  to  announce  that  we  have  achieved  that
commitment.

         On October  24th we  launched  our private  label  credit  card.  Early
results  include  high  customer   satisfaction  with  the  90-day  same-as-cash
promotion,  increased up sales, reduced customer financing on our balance sheet,
and increased call volume. We will continue to aggressively  market this program
and expand on the options available to our customers.

         Lastly, we have and will continue to increase sales through introducing
new and diverse products through the establishment of unique relationships.  Our
recent  announcements  with the Major League  Baseball  Players  Association and
Upper Deck will allow us to provide our customers  products  exclusively in this
channel.  Also,  we have been able to fully take  advantage of the latest sports
phenomenon  Tiger  Woods and the  recent  Subway  Series.  We  expect  all these
relationships  and product  opportunities  to provide  product  into the holiday
season and beyond.

         We have made significant  changes in other product areas as well. As an
example, we have restructured our jewelry department with experienced management
and expertise,  with almost  immediate  sales and  merchandising  improvement in
this, our second largest category.

         Additionally,  we have new vendors in fitness and  electronics who have
performed  exceedingly  well and are  positioned  for great  success  during the
holiday season.

         Lastly, we are building a new category in apparel,  which is proving to
be successful this fall.

         Our   second   commitment   during   the  last  call  was  to   improve
profitability.  Arthur will  address  the  progress  we've  achieved in reducing
expenses. I would like to discuss our success in improving margins.

         We  committed  to  improve  gross  profit   margins   through   managed
programming,  improved vendor management,  and reduced discounting. I am pleased
to announce that all these  initiatives have taken hold and resulted in improved
margins.  Just in the short few months we have  implemented our programs we were
able to improve gross profit margin by almost 4 points in the September quarter,
versus  June  quarter.  While the average for the quarter was 34%, we have shown
steady and  consistent  improvements  since July and fully expect our margins to
continue the upward trend through the current quarter.

         Lastly,  I would like to address the success and continued  momentum of
collectibles.com.  Just  the  other  day we  celebrated  Collectibles  one  year
anniversary,  and since that time we've exceeded all expectations with regard to
growth,  profitability,   and  efficiencies.  Since  our  first  full  month  of
operations last December we have grown  collectibles.com  over 500%,  generating
over $14 million in sales.  This quarter we grew  collectibles.com  over 54%, to
$4.2 million, up from $2.4 million in the previous quarter.
collectibles.com now represents over 10% of Shop At Home's revenue.

         Additionally, we were able to maintain the time spent on the site to an
impressive 20 minutes.  One very important  measurement for us is our ability to
convert our browsers to buyers.  Once again we've been able to demonstrate  some
of the highest  revenue per browser  numbers in the  industry  with each browser
averaging over $14.00 and our average order in excess of $195.00.

         As we  discussed  last  quarter,  we continue  to redesign  the site to
improve speed and  navigation.  The first phase of that redesign was implemented
last month. The next phase is scheduled for next quarter.

         In  conclusion,  this  is a much  improved  business  since  July.  Our
business  fundamentals  are  stronger.  Our  people  are more  focused,  and are
momentum  forward-moving.  We  expect to report  continued  improvements  in the
future quarters.

         Kent.

         KENT LILLIE:  Arthur for some expense detail.

         ARTHUR TEK:  Thanks, Kent.

         As Kent said,  the results  for third  quarter  reflect our  turnaround
efforts which are ongoing and not yet complete, but show significant progress so
far. Tim Engle detailed our new  merchandising  and marketing  strategies.  I am
going to provide you evidence of our success in reducing cash  operating  costs.
We feel that the relevant  comparison is not to the September 1999 quarter as we
do in the Q, when we had no major website,  but rather to the June 2000 quarter,
the quarter immediately preceding the quarter just completed.

         Our headcount peaked at 618 full time employees in May. We have reduced
that number to 490  currently  by  converging  our  broadcast  network  with our
website  collectibles.com,  and by reviewing  every  position in terms of profit
contribution. We are also continuing to leverage our investments and information
technology so we can make our leaner staff even more productive.

         Including  employee benefits,  our headcount  reduction has resulted in
savings of over $4.0 million a year. An even bigger expense category for us than
payroll  is our  affiliate  carriage  costs.  Since  June we have had  excellent
success  here as well in  reducing  our cash  outlays  without  hurting our core
business.

         We  decided  in June that we would try to  cancel  or  renegotiate  any
affiliate carriage agreement which was not profitable,  meaning that the payment
exceeded the revenue after merchandizing costs generated by that cable system or
TV station. So far we have saved $574,000 annually by canceling agreements,  and
another $1,071,000 by renegotiating. Despite our cancellations, our distribution
has grown to 26 million full time  equivalent  households  [Using Shop At Home's
proprietary  formula herein  "FTE's"] from 24.8 million at the end of June as we
added new homes under an expanded  non-preemptible  partnership  with the [DISH]
Network,  Echostar.  We have reduced every other major cost category as well by,
again,  canceling or  negotiating  contracts.  We have cut software  maintenance
costs  by  300,000,  shipping/carrier  costs  by  500,000,  telephone  line  and
transponder  charges by  475,000,  and a variety of other  contractual  costs by
425,000, for a total savings of $1.7 million annually.

         We believe  that  these  reductions  will not  impair  our  operations;
indeed,  our lesson learned is that even after our  turnaround is completed,  we
will continue to aggressively seek cost savings from our service providers.

         We have also  dramatically  reduced spending on capital  equipment.  We
spent only 430,000 on equipment during the September quarter.  This low-level of
spending  should  continue  for the  balance  of the fiscal  year,  and was made
possible by the $40  million  that we  invested  in  state-of-the-art  equipment
during the preceding few years.  We are now focused on using what we have to its
fullest potential.

         As a result of our cost cutting efforts,  our cash burn rate has slowed
each month, dropping even further in October.  We are also successfully reducing
our accounts receivable and inventory levels. And, in October, we obtained a new
bank credit  facility which added $5.5 million net to our working  capital,  and
also lengthened the maturity of our debt.

         We believe we now have  sufficient  funds to complete the turnaround of
our operations. We've actually accelerated payments to our merchandising vendors
in order to obtain discounts and to improve our margins.

         We announced  yesterday a  definitive  agreement to sell our Houston TV
station for $57 million plus 50% of any spectrum auction profit. This money will
be used to reduce  our debt and  potentially  to redeem our  preferred  stock as
well.  Because of the uncertainty  regarding the variable  conversion feature of
our preferred  stock,  we believe that this  preferred has had, and continues to
have, a depressant effect on our common stock price. We therefore have as a high
priority the redemption for cash of our preferred stock.

         Various  creditor  consents  are  required  for  us  to  complete  this
redemption,  but we are still hopeful that we can remove the preferred  from our
capital structure.

         Kent.

         ARIANE AMIRI:  We'll go to questions and answers now, please feel free.

         OPERATOR:  Thank you. At this time we're ready for  questions.  If you
would like to ask a question,  please  press *1 on your
touch-tone phone.  You'll be announced prior to asking your question.  Once
again, if you'd like to ask a question, please press *1.

         Our first question comes from Ned Armstrong.

         NED ARMSTRONG: Yes, good morning,  gentlemen. A couple questions. First
of all,  with regard to the  Preferred  Series B  preferred,  you had  mentioned
getting  some  consents  from  other  creditors.   Can  you  elaborate  on  what
specifically you would need to receive to complete that transaction?

         ARTHUR  TEK:  Sure.  And by the way,  we started  with $20  million  in
preferred,  and $5  million of it has been  converted
already as of October 31st.  So 25 percent of the problem is gone already, and
we have $15 million remaining.

         Our  bonds and our  senior  debt  would  both  have to  consent  to our
redeeming for cash,  any part of the  remaining $15 million.  We do have a carve
out under our bonds where we could redeem $5 million, but we would still have to
get consent from our bank facility. So those are the consents that are required,
but we're hopeful that we can work something out.

         NED  ARMSTRONG:  I see. And would the  transaction  be more or less you
would have to pay some type of consent fee in exchange for those consents?

         ARTHUR TEK:  That's one possible scenario.

         NED ARMSTRONG:  Okay. My second question regards something on more of a
big picture basis, and that is what  discussions  you've had or how much thought
you've seriously given to selling the entire company,  TV stations and all. That
seems  to be a  potential  way to  realize  significantly  more  value  than  is
reflected in today's stock price.

         KENT LILLIE:  We're still open.  As you know, we went through a process
at this time last year. We got some sense of   valuation.  The market's  changed
substantially since then. But we're open,  obviously,  especially to a strategic
partner  who could help  accelerate  our growth  and  profitability.  So I am on
record saying that we're in the business of selling things,  and there's nothing
that we don't have for sale,  including the entire  company,  at the right price
and with the right partner.

         NED  ARMSTRONG:  Okay.  My final  question and then I'll let others
ask. I just want to make sure that I heard Kent  correctly
on the revenue per browser number; $14.00, and average order size of $190.00 as
it related to collectibles.com?

         TIM ENGLE:  Say that again, Ned.  I am sorry.

         NED ARMSTRONG:  Revenue per browser was $14.00

         TIM ENGLE:  Yes.

         NED ARMSTRONG:  Average order size was $190.00.

         TIM ENGLE:  $195.00.

         NED ARMSTRONG:  $195.  Okay.  Thank you, gentlemen.

         OPERATOR:  Our next question comes from Chris Harris.

         CHRIS HARRIS:  Morning.

         ANSWER:  Good morning.

         CHRIS HARRIS:  I just want to follow-up  actually on a couple  comments
you made  earlier  in the call.  Or  actually  I think I may have read it in the
release,  you  mentioned  that  you will  look to sell at  least,  I guess,  the
Bridgeport  station -- or continue to market it anyway, you may consider selling
other stations as well. If you could maybe,  I guess,  speak to the appetite for
selling  additional  stations and when that might transpire,  and I guess,  what
might drive it.

         KENT LILLIE:  Well,  price would drive it. We're not  desperate to sell
any of our properties.  We think they have  substantial off-balance sheet value.
We think  the  market is  realizing  that. As I've indicated, we have  continued
interest, and we'll see the appetite of that interest ultimately on price. So we
remain  open.  We are in some  different  levels  of  discussions  with  various
potential acquirers.

         CHRIS HARRIS:  You won't rule out, then, selling the entire station
group, I guess at the right price?

         KENT LILLIE: No, we wouldn't.  We would like to sell the combination of
stations  that  would  reduce  all  the overhang  of our  existing  debt and the
preferred  stock.  And that  would  be a  transaction  someplace  above 40 or 45
million today. We really aren't  eliminating any  possibilities.  I mean,  we're
open to any  possibility  that  will  help to grow the  company  and  ultimately
improve shareholder value.

         CHRIS HARRIS:  When you all speak to cleaning up the capital  structure
and  reducing  debt,  to what  extent  might that mean trying to take the -- the
tender rate for the bonds?

         ARTHUR TEK:  That's the tender  rate for the bonds,  that would be, you
know,  capital  structuring  decision based on the cost of funds and the cost of
tendering,  and also our  primary  goal is to redeem our  preferred  stock,  not
necessarily  to tender  for the  bonds,  so those are all  decisions  that would
depend on the  potential  in-flow of funds,  cost of  capital  at the time.  But
tendering for the bonds is certainly something that's potential in improving our
capital structure as we go forward.

         KENT LILLIE:  We're not precluded  either from reinvesting in like-kind
assets,  so if there are station  opportunities -- obviously Houston was a great
opportunity,  our complete  investment there was $6 million,  we sold it for $57
million,  so if we see those kinds of opportunities  in the future,  we're still
open to making acquisitions.

         OPERATOR:  Our next question comes from Chuck Waltier.

         CHUCK WALTIER:  Hi, guys.  Chuck Waltier.  I apologize if you answered
some of these questions.  I got on the call late.

         The  Bridgeport  station I notice was absent from the press  release in
terms of a definitive  agreement  being signed.  If you spoke to it, I'd like to
hear what your comments were regarding it.

         And also, if you could tell me, on the new credit facility if there are
any  covenants  related to EBITDA net worth that you are  currently in violation
of.

         KENT  LILLIE:  To  Bridgeport,  we did  announce  in our press  release
yesterday  that the buyer had not completed a definitive  agreement.  We believe
that the station was presented properly with full disclosure, and that there was
no material change or material reason not to complete that  transaction from the
buyer.  So, as we've mentioned in the release and here, we expect and will claim
the deposit of $500,000.  Our  speculation -- purely our speculation is that the
buyer is having possible problems in obtaining  permanent  financing,  but we'll
continue that station as a very valuable  property.  It does serve a pretty good
portion of New York. And we feel will have substantial value to someone.  But in
the meantime, it's still a good acquisition and a good property for the company,
so we like that position.

         Arthur, if you want to address...

         ARTHUR TEK:  With regard to our recent  credit  facility,  there are no
EBITDA covenants or net worth  covenants,  I think you said. There is a covenant
regarding a minimum  cash balance that we need to make.  That's  something  that
we're of course doing anyway.

         CHUCK WALTIER:  Could you guys give what the net proceeds on the
Houston transaction is?

         KENT LILLIE:  Close to $57 million.

         CHUCK WALTIER:  57?

         KENT LILLIE: Uh-huh.  With our NOL, some small fees in the transaction,
but it certainly will exceed $56 million.

         CHUCK WALTIER:  Okay.  Thanks.

         OPERATOR:  Thank you.  Once again, if you'd like to ask a question,
please press *1 now.

         We have a question from John Ray.

         JOHN RAY:  Good morning.  Question for Tim. On the database  marketing,
which seems to be --  obviously  you've done  something  awfully  well in a very
short period of time, and I am just curious as to exactly what you did. Was that
a mail effort?  Was it a phone bank effort? I mean, what did you do to, exactly,
to entice some of these names to be coming back to you as customers?

         TIM  ENGLE:  John,  the $1.2  million  that I  referenced  was all mail
related.  And what we did was  basically  look   at customers who had not bought
from us over a certain  specific period of time, and just made an offer to them,
and that generated $1.2 million in additional sales,  either on collectibles.com
or coming in on the 1-800 number. That was all mail, which is, as you know, much
more efficient than telemarketing calls.

         JOHN RAY: Were there specific  products that you were offering them, or
was this a specific group that you pulled, like your sports collectibles buyers,
or what did you do?

         TIM ENGLE: John, essentially it was an offer just for them to come back
and try  shopping us again.  We did do, in that group,  very limited and smaller
populations specific to sports and jewelry buyers, and we had enormous amount of
success with that group.  And we did a much larger offering for November,  which
currently  we're in the middle  of.  But it was just a general  offer to buy any
product that they may see.

         JOHN RAY:  Okay.

         TIM ENGLE: The only thing we did utilize is we did utilize  coupons,  I
think like $20.00 coupon for them or a $10.00  coupon.  And what we found in the
purchase, because of that coupon, that they typically bought on an average price
point more stuff,  and our margins did not  deteriorate  from what we would have
normally  sold on the  network  anyway,  so we were  able to make up the  coupon
expense in additional higher priced margin product.

         JOHN RAY:  So the percent discount didn't end up being that much, then?

         TIM ENGLE:  No, the percent  discount  was not -- I would tell you it
was  insignificant  relative to the impact of the bottom line.

         JOHN RAY: If you said this I missed it and I am sorry.  You mentioned
the average  price point on  collectibles.com,  what was
it on the network?  What is it at this point on the network?

         TIM ENGLE: The average price point on the network has been average -- I
am going to give you a range  because  it  changes  daily.  It's been in the 275
range,  and we're seeing that  actually -- when I reference,  we would see sales
trends bending that down, we're seeing that actually come down over the last few
-- more over the last month to month and a half.

         ARTHUR TEK: John, you can define "price point"  different ways. You can
do it on a per order basis or a per item  basis,  because an order -- usually on
average  contains,  you know, 1.3 to 1.4 items. In our 10K last year we said for
fiscal 2000 we had an average  price point of $202.  That was per item  shipped;
not order but item  shipped.  And  recently,  in the past couple of months we've
dropped below the $202, so we're finally  making some progress there in reducing
price points on a per item basis.

         JOHN RAY: Okay. I am curious about the Bridgeport  situation because as
Azteca  released a press release this morning  basically they did due diligence,
and that was completely  customary  and, you know,  had reason to withdraw,  and
they expect the return of their 500 grand.  And I am just  curious as to what --
and they referenced  apparently a letter they sent you that gave the reasons for
the withdrawal. And I am just curious as to what that's all about.

         KENT LILLIE:  Well, first, they did send us a letter, but it referenced
absolutely  nothing with respect to any due  diligence  issues.  Second,  to our
knowledge,  at least we were never  contacted,    the  buyer  never  visited the
station to do a proper due diligence.  And they have ignored repeated efforts to
discuss where they feel the  discrepancy  might be so that can be resolved.  So,
again, we don't feel that's valid. There's very little due diligence involved in
these  stations.  We have a transmitter.  We have several  employees.  We have a
signal size. We have a number of cable households, and the evidence of any leins
or no leins against the station.  So it's a very simple due  diligence  process;
should have been completed easily by Pappas. He had full knowledge of all of the
important  issues with that station,  so that's why we tend to think that it may
have to do more with financing than any real due diligence issues.

         JOHN RAY: So as far as you're  concerned they don't have any claim on
half a million  dollars,  and they can go get lawyers if they want to get it?

         KENT LILLIE:  That is absolutely correct.

         JOHN RAY:  Okay.  I assume  there was a process  that you went through
on  Bridgeport,  and are there other  potential  buyers
that you can now turn to relatively quickly and talk to about this; sell the
station?

         KENT LILLIE:  Yes, there is; and we have.

         JOHN RAY:  Do you expect an announcement on that or...

         KENT LILLIE: It's difficult to say, John, at this point. I believe that
at least one  buyer is  continuing  to do due  diligence.  But I can't  with any
certainty look into the future to see if we'll receive an acceptable offer.

         JOHN RAY:  Rightly or wrongly,  one of the  overhangs on your stock has
been the perception that you're a debt-laden  company,  not just that this issue
of the preferred,  that's just been a recent issue, relatively recent issue. But
the bonds have given people  heartburn  for some time,  and I guess the question
I've  got is you  talk  about  alternatives  that go  short  of  paying  off the
preferred  and the  bonds,  and I am just  curious  as to,  is it a  number  one
priority to become a completely  debt free company or is there some interim step
that you're  pursuing as a number one  priority,  or a step short of that,  that
you're pursuing as a priority?

         KENT LILLIE: Well, first, I would disagree because we have said that we
continued to look at liquidating  other  television  station assets to eliminate
all the debt. The primary goal of the company is to return to profitability; the
elimination  of debt allows us to do that much faster than not. So we would like
to do that,  but we want to do that  prudently.  And $57  million  or $56 net or
close to that we should  receive  from  Houston  next quarter goes a long way to
achieving  that,  or if it's  carefully  reinvested,  it  should  contribute  to
earnings.  The $57 million  represents  far more  return  than we're  getting by
owning the station. And again, we will look to an exchange of assets, we'll look
to the possibility of merger or  acquisitions,  or private  investment that will
help us  achieve  our goals of  profitability.  And as part of that  we'd  like,
clearly  like to reduce our debt.  But as you know,  John,  that bond  helped us
acquire  those  stations,  helped us build that value.  So it was  important and
necessary at the time, and now it's  important I think that we carefully  reduce
that.

         OPERATOR:  Thank you.  Our next question comes from Jim McGrath.

         JIM MCGRATH:  Yeah, hi, this is Jim McGrath at Sun America.  I was just
calling to see what is the time frame for  Collectibles to be breakeven,  EBITDA
breakeven?  And also, have you had any  discussions  with Promethean in terms of
what  their  intentions  are and if in fact they  would be  willing  to hold the
converter, or is it their intentions to hold the convert?

         ARTHUR  TEK:  With regard to  collectibles.com,  we had our best EBITDA
quarter ever. I believe if you look in the 10Q segment information,  then adding
back depreciation and amortization to operating  income,  you get to EBITDA of a
negative (1.4), but that negative (1.4) is less than the allocation of corporate
overhead. So in some sense you can say it was better than breakeven.  But that's
an improvement over the June quarter,  I believe it was a negative (3.0) million
EBITDA on the same basis. So obviously collectibles.com continues to improve.

         With regard to  Promethean  we are having  discussions  with them.  And
beyond saying that, I would say that they want to be  cooperative  and they want
to pursue  interests that are mutually  beneficial.  They continue to be warrant
holders of our stock, so, again, I am hopeful that we can work something out.

         JIM MCGRATH:  Thank you.

         ANSWER:  Thank you.

         KENT LILLIE:  One more question.

         OPERATOR:  Our next question comes from John Lawrence

         JOHN LAWRENCE:  Good morning, guys. Tim, would you comment a little bit
on just in the press release and with all these other initiatives comment on the
returns, first of all. And I've got a couple more following that.

         TIM ENGLE:  Sure.  Returns is probably  in one of the many  initiatives
that we kicked off in late July.  Returns was clearly one of our top priorities,
and it'll  probably be one item that we've not made the level of  progress  that
we're  satisfied  with.  And part of that is due to price point.  We've not seen
price points come down across the board through the end of  September,  however,
we are seeing it come down -- a lot of that is taking  traction now. So when you
do make a decision to go to lower price  points that  affects  your vendor base,
and you have to go out and get new vendors or totally re-tool them to bring more
price point products to you. So we are hopeful that we will see some improvement
in returns as enter this coming quarter, so -- due to the price point reductions
that we're seeing.

         JOHN  LAWRENCE:  Yeah, and just a bigger  picture  question.  As far as
collectibles.com  has been up and running  basically a year, and as you sit back
and look at both operations what's different  strategically about obtaining that
customer?  I mean  certainly the revenues are higher than we would have expected
revenues -- I mean ad spending  to be higher for  Collectibles.  As you put both
operations in context at this point, is there any difference in strategy or what
you see about that customer at all?

         KENT LILLIE:  Well, we think clearly that a customer that will transact
with us in both  venues,  both by phone and by  computer,  will be a much better
lifetime  customer for the company.  A lot of the  advertising is an allocation,
John,  that is part of our  cable  expense.  It was part of our  renegotiations.
We're creating significant  advertising benefits on cable systems  cross-channel
advertising and promotion. A substantial amount of advertising just started late
last week on  Echostar so we're  allocating  a part of that.  It doesn't  really
increase the  company's  expenses  overall,  but we're  allocating a part of our
distribution cost into that advertising category.

         JOHN  LAWRENCE:  Great.  Thanks.  And last  question,  would the
shipping  savings you  mentioned,  would any of that be as a
result of doing self-fulfillment yourself?

         ARTHUR TEK:  No.  Those are as a result of negotiating with our
carriers.

         JOHN LAWRENCE:  Okay.  And how is that process going, of doing your own
fulfillment.

         ARTHUR TEK:  I'll let Tim answer that.

         JOHN LAWRENCE:  Okay.

         TIM ENGLE:  We are actually in the middle of making  transitions  as we
speak.  We made a decision  to do that on our own because we felt like we needed
the  flexibility to do this, and with the right people and bringing in the right
people,  it's not really that difficult of a business to run. So that transition
actually is starting this week to go to our new fulfillment  facility,  which is
about one exit down.  And we  anticipate  that to complete by next quarter -- by
the third quarter fiscal quarter.

         JOHN LAWRENCE:  And any hot products for the fourth quarter?

         TIM ENGLE:  Which fourth quarter are you talking about?  The Christmas
quarter?

         JOHN LAWRENCE:  I am sorry.  The Christmas quarter, yes.

         TIM ENGLE:  Yeah,  we've got a couple a things up our sleeves.  I mean,
one of the things that -- we've got a new hot computer  from a new  manufacturer
that we  launched  that we believe  is going to be a real hot one.  We also have
Subway Series, which had finished up, we're going to get a lot of that exclusive
product  that we think  will carry us into the end of  December.  And as long as
Tiger keeps winning we keep winning,  so... But we've got a lot of products.  We
are announcing this week an electric scooter, which is a hot item that's kind of
tough, in demand to get, that we'll be premiering this week actually.

         JOHN LAWRENCE:  Great.  Thanks, guys.

         ARIANE AMIRI:  This ends our first quarter  earnings  conference  call.
An instant  replay is available for 10 days by dialing
1-800-944-3479.  We will also be hosting a web chat this  morning at 10:00 am. I
want to thank Mr.  Lillie,  Mr. Tek,  Mr.  Engle,  and
all of you for your time and attention.

         Thank you.

                                  (End of Call)



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