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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q

(Mark One)

|/x/ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ---------------------------------------------------------------------------------------

For the quarterly period ended September 30, 2000

OR

|/ / | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission File Number: 0-19902

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DAMARK INTERNATIONAL, INC.(Exact name of Registrant as specified in its charter)

Minnesota(State or other jurisdiction of incorporation
or organization)

41-1551116(IRS Employer Identification Number)301 Carlson Parkway, Suite 201
Minneapolis, Minnesota 55305(Address of principal executive offices)

952-258-2000(Registrant's telephone number
including area code)


Not Applicable(Former name, former address and former fiscal year, if changed since last report)

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Indicate
by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Act of 1934 during the
preceding 12 months; and (2) has been subject to such filing requirements for the past 90 days. Yes /x/  No / /

On November 3, 2000, there were 5,852,269 shares of Class A Common Stock and no shares of Class B Common Stock
outstanding.

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## 

DAMARK INTERNATIONAL, INC.       INDEX

|         |  |                       |  |                                                                                                                              |  | Page
|-------- |  | --------------------- |  | ---------------------------------------------------------------------------------------------------------------------------- |  | ----
|Part I.  |  | FINANCIAL INFORMATION |  |                                                                                                                             
|         |  | Item 1:               |  | Financial Statements                                                                                                         |  |     
|         |  |                       |  | Consolidated Statements of Operations (unaudited) For the three and nine months ended September 30, 2000 and October 2, 1999 |  | 3   
|         |  |                       |  | Consolidated Balance Sheets As of September 30, 2000 (unaudited) and December 31, 1999                                       |  | 4   
|         |  |                       |  | Consolidated Statements of Cash Flows (unaudited) For the nine months ended September 30, 2000 and October 2, 1999           |  | 5   
|         |  |                       |  | Condensed Notes to Consolidated Financial Statements                                                                         |  | 6   
|         |  | Item 2:               |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                                        |  | 14  
|Part II. |  | OTHER INFORMATION     |  |                                                                                                                             
|         |  | Item 1:               |  | Legal Proceedings                                                                                                            |  | 22  
|         |  | Item 2:               |  | Changes in Securities and Use of Proceeds                                                                                    |  | 22  
|         |  | Item 6:               |  | Exhibits and Reports on Form 8-K                                                                                             |  | 23  
|         |  |                       |  | Signature                                                                                                                    |  | 24  
|         |  |                       |  |                                                                                                                              |  |     

2

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DAMARK INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

|                                                                                         |                                                                                                               | Three months ended |        | Nine months ended |  
|---------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------- | ------------------ | ------ | ----------------- | -
|
|
|Net revenues:                                                                            |                                                                                                               |                    |        |                   |  
|Product and other revenues                                                               |                                                                                                               | $                  | 2,120  |                   | $
|Membership and related revenues                                                          |                                                                                                               |                    | 31,766 |                   |  
|                                                                                         |                                                                                                               |                    |        |                   |  
|                                                                                         | Total net revenues                                                                                            |                    |        | 33,886            |  
|                                                                                         |                                                                                                               |                    |        |                   |  
|Costs and expenses:                                                                      |                                                                                                               |                    |        |                   |  
|Costs of products sold                                                                   |                                                                                                               |                    | 488    |                   |  
|Operating and marketing expenses                                                         |                                                                                                               |                    | 26,871 |                   |  
|General and administrative expenses                                                      |                                                                                                               |                    | 11,009 |                   |  
|Restructuring charges                                                                    |                                                                                                               |                    | 227    |                   |  
|                                                                                         |                                                                                                               |                    |        |                   |  
|                                                                                         | Total costs and expenses                                                                                      |                    |        | 38,595            |  
|                                                                                         |                                                                                                               |                    |        |                   |  
|                                                                                         | Operating loss                                                                                                |                    |        | (4,709            | )
|Interest (income) expense, net                                                           |                                                                                                               |                    | 335    |                   |  
|Other expenses, net                                                                      |                                                                                                               |                    | 216    |                   |  
|                                                                                         |                                                                                                               |                    |        |                   |  
|                                                                                         | Loss before income taxes, extraordinary gain and cumulative effect of change in accounting                    |                    |        | (5,260            | )
|Income tax benefit                                                                       |                                                                                                               |                    | 1,997  |                   |  
|                                                                                         |                                                                                                               |                    |        |                   |  
|                                                                                         | Net loss before extraordinary gain and cumulative effect of change in accounting                              |                    |        | (3,263            | )
|Extraordinary gain on condemnation of land, net of taxes of $153                         |                                                                                                               |                    |       |                   |  
|Cumulative effect of change in accounting, net of taxes of $8,703                        |                                                                                                               |                    |       |                   |  
|                                                                                         |                                                                                                               |                    |        |                   |  
|                                                                                         | Net loss                                                                                                      |                    |        | (3,263            | )
|Beneficial conversion feature related to issuance of Series D Preferred Stock            |                                                                                                               |                    | (1,989 | )                 |  
|                                                                                         |                                                                                                               |                    |        |                   |  
|                                                                                         | Net loss available to common shareholders                                                                     |                    | $      | (5,252            | )
|                                                                                         |                                                                                                               |                    |        |                   |  
|Loss per common share, basic and diluted:                                                |                                                                                                               |                    |        |                   |  
|                                                                                         | Loss available to common shareholders before extraordinary gain and cumulative effect of change in accounting |                    | $      | (0.91             | )
|                                                                                         | Extraordinary gain                                                                                            |                    |        |                  |  
|                                                                                         | Cumulative effect of change in accounting                                                                     |                    |        |                  |  
|                                                                                         |                                                                                                               |                    |        |                   |  
|                                                                                         | Net loss available to common shareholders                                                                     |                    | $      | (0.91             | )
|                                                                                         |                                                                                                               |                    |        |                   |  
|Weighted average common shares outstanding                                               |                                                                                                               |                    | 5,795  |                   |  
|                                                                                         |                                                                                                               |                    |        |                   |  
|Pro forma amounts assuming retroactive application of Staff Accounting Bulletin No. 101: |                                                                                                               |                    |        |                   |  
|                                                                                         | Net income (loss) available to common shareholders                                                            |                    | $      | (5,252            | )
|                                                                                         |                                                                                                               |                    |        |                   |  
|                                                                                         | Basic and diluted income (loss) per common share                                                              |                    | $      | (0.91             | )
|                                                                                         |                                                                                                               |                    |        |                   |  

See accompanying condensed notes to consolidated financial statements.

3

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## 

DAMARK INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS
(Unaudited)

ASSETS

|                                                                                                                       |                                                                                                                                                                   | September 30,
2000                   |                                                      | December 31,
1999 |        
|---------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------ | ---------------------------------------------------- | ----------------- | -------
|
|Current assets:                                                                                                        |                                                                                                                                                                   |                                      |                                                      |                   |        
|                                                                                                                       | Cash and cash equivalents                                                                                                                                         |                                      | $                                                    | 702               |        
|                                                                                                                       | Trade accounts receivable, net                                                                                                                                    |                                      |                                                      | 47,140            |        
|                                                                                                                       | Merchandise inventories, net                                                                                                                                      |                                      |                                                      |                  |        
|                                                                                                                       | Deferred membership solicitation and catalog costs                                                                                                                |                                      |                                                      | 42,569            |        
|                                                                                                                       | Deferred income taxes                                                                                                                                             |                                      |                                                      | 1,360             |        
|                                                                                                                       | Officer note receivable                                                                                                                                           |                                      |                                                      | 848               |        
|                                                                                                                       | Other                                                                                                                                                             |                                      |                                                      | 1,744             |        
|                                                                                                                       |                                                                                                                                                                   |                                      |                                                      |                   |        
|                                                                                                                       |                                                                                                                                                                   | Total current assets                 |                                                      |                   | 94,363 
|Property and equipment, net                                                                                            |                                                                                                                                                                   |                                      | 35,307                                               |                   |        
|Officer note receivable                                                                                                |                                                                                                                                                                   |                                      |                                                     |                   |        
|Other assets, net                                                                                                      |                                                                                                                                                                   |                                      | 61                                                   |                   |        
|Noncurrent deferred income taxes                                                                                       |                                                                                                                                                                   |                                      | 26,071                                               |                   |        
|                                                                                                                       |                                                                                                                                                                   |                                      |                                                      |                   |        
|                                                                                                                       |                                                                                                                                                                   | Total assets                         |                                                      | $                 | 155,802
|                                                                                                                       |                                                                                                                                                                   |                                      |                                                      |                   |        
|LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY                                                                         |                                                                                                                                                                  
|Current liabilities:                                                                                                   |                                                                                                                                                                   |                                      |                                                      |                   |        
|                                                                                                                       | Accounts payable                                                                                                                                                  |                                      | $                                                    | 16,894            |        
|                                                                                                                       | Accrued liabilities                                                                                                                                               |                                      |                                                      | 54,432            |        
|                                                                                                                       | Deferred membership income, net                                                                                                                                   |                                      |                                                      | 50,195            |        
|                                                                                                                       | Construction bridge loan                                                                                                                                          |                                      |                                                      | 9,549             |        
|                                                                                                                       | Borrowings under revolving credit facility                                                                                                                        |                                      |                                                      | 11,763            |        
|                                                                                                                       |                                                                                                                                                                   |                                      |                                                      |                   |        
|                                                                                                                       |                                                                                                                                                                   | Total current liabilities            |                                                      |                   | 142,833
|                                                                                                                       |                                                                                                                                                                   |                                      |                                                      |                   |        
|Series D redeemable convertible preferred stock, liquidation preference $25,000, net of unamortized discount of $4,050 |                                                                                                                                                                   |                                      | 15,950                                               |                   |        
|                                                                                                                       |                                                                                                                                                                   |                                      |                                                      |                   |        
|Shareholders' (deficit) equity:                                                                                        |                                                                                                                                                                   |                                      |                                                      |                   |        
|                                                                                                                       | Class A Common Stock, $.01 par, 20,000 shares authorized; 5,848 and 5,520 shares issued and outstanding at September 30, 2000 and December 31, 1999, respectively |                                      |                                                      | 58                |        
|                                                                                                                       | Class B Common Stock, $.01 par, 2,000 shares authorized; none issued or outstanding                                                                               |                                      |                                                      |                  |        
|                                                                                                                       | Class C Junior Participating Preferred Stock, $.01 par, 400 shares authorized; none issued or outstanding                                                         |                                      |                                                      |                  |        
|                                                                                                                       | Common stock warrants                                                                                                                                             |                                      |                                                      | 2,800             |        
|                                                                                                                       | Paid-in capital                                                                                                                                                   |                                      |                                                      | 57,651            |        
|                                                                                                                       | Accumulated deficit                                                                                                                                               |                                      |                                                      | (63,490           | )      
|                                                                                                                       |                                                                                                                                                                   |                                      |                                                      |                   |        
|                                                                                                                       |                                                                                                                                                                   | Total shareholders' (deficit) equity |                                                      |                   | (2,981 
|                                                                                                                       |                                                                                                                                                                   |                                      |                                                      |                   |        
|                                                                                                                       |                                                                                                                                                                   |                                      | Total liabilities and shareholders' (deficit) equity |                   | $      
|                                                                                                                       |                                                                                                                                                                   |                                      |                                                      |                   |        

See accompanying condensed notes to consolidated financial statements.

4

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DAMARK INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

|                                    |                                                                                  | Nine Months Ended                              |                                         
|----------------------------------- | -------------------------------------------------------------------------------- | ---------------------------------------------- | ----------------------------------------
|
|
|OPERATING ACTIVITIES:               |                                                                                  |                                                |                                         
|                                    | Net loss                                                                         |                                                | $                                       
|                                    | Adjustments to reconcile net loss to net cash (used for) provided by operations: |                                                |                                         
|                                    |                                                                                  | Extraordinary gain on condemnation of land     |                                         
|                                    |                                                                                  | Cumulative effect of change in accounting, net |                                         
|                                    |                                                                                  | Depreciation and amortization                  |                                         
|                                    |                                                                                  | Deferred income taxes                          |                                         
|                                    |                                                                                  | Loss on disposal of property and equipment     |                                         
|                                    |                                                                                  | Changes in working capital items:              |                                         
|                                    |                                                                                  |                                                | Trade accounts receivable, net          
|                                    |                                                                                  |                                                | Merchandise inventories, net            
|                                    |                                                                                  |                                                | Other current assets                    
|                                    |                                                                                  |                                                | Accounts payable and accrued liabilities
|                                    |                                                                                  |                                                | Deferred membership income, net         
|                                    |                                                                                  |                                                |                                         
|                                    | Net cash (used for) provided by operations                                       |                                                |                                         
|                                    |                                                                                  |                                                |                                         
|INVESTING ACTIVITIES:               |                                                                                  |                                                |                                         
|                                    | Property and equipment additions                                                 |                                                |                                         
|                                    | Proceeds from sale of property and equipment                                     |                                                |                                         
|                                    | Repayment (issuance) of officer note receivable                                  |                                                |                                         
|                                    | Other, net                                                                       |                                                |                                         
|                                    |                                                                                  |                                                |                                         
|                                    | Net cash used for investing activities                                           |                                                |                                         
|                                    |                                                                                  |                                                |                                         
|FINANCING ACTIVITIES:               |                                                                                  |                                                |                                         
|                                    | Borrowings (payments) under revolving credit facility, net                       |                                                |                                         
|                                    | Repurchase and retirement of common stock                                        |                                                |                                         
|                                    | Net proceeds from issuance of bridge loan                                        |                                                |                                         
|                                    | Net proceeds from issuance of Series D Preferred Stock and warrants              |                                                |                                         
|                                    | Net proceeds from employee exercise of stock options and issuance
of stock       |                                                |                                         
|                                    |                                                                                  |                                                |                                         
|                                    | Net cash provided by (used for) financing activities                             |                                                |                                         
|                                    |                                                                                  |                                                |                                         
|                                    | Net (decrease) increase in cash and cash equivalents                             |                                                |                                         
|                                    | Cash and cash equivalents, beginning of period                                   |                                                |                                         
|                                    |                                                                                  |                                                |                                         
|                                    | Cash and cash equivalents, end of period                                         |                                                | $                                       
|                                    |                                                                                  |                                                |                                         
|SUPPLEMENTAL CASH FLOW INFORMATION: |                                                                                  |                                                |                                         
|                                    | Interest paid during the period                                                  |                                                | $                                       
|                                    |                                                                                  |                                                |                                         
|                                    | Income taxes paid (refunded) during the period                                   |                                                | $                                       
|                                    |                                                                                  |                                                |                                         

See accompanying condensed notes to consolidated financial statements.

5

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DAMARK INTERNATIONAL, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1.  Basis of Presentation

The unaudited consolidated financial statements included herein have been prepared by Damark International, Inc. (the "Company") pursuant to the rules
and regulations of the Securities and Exchange Commission ("SEC"). The information furnished in these financial statements includes normal recurring adjustments and reflects all adjustments, which
are, in the opinion of management, necessary for a fair presentation of such financial statements. Certain information and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. Although the Company believes that the disclosures are adequate to make
the information presented not misleading, it is suggested that these financial statements be read in conjunction with the audited consolidated financial statements and notes thereto included in the
Company's 1999 Annual Report on Form 10-K filed with the SEC.

The
Company's fiscal year ends on December 31; however, each quarter ends on the last Saturday of a thirteen-week period. As a result, the operating results for the
first nine months of 2000 and 1999 included 274 and 275 days, respectively. Management believes that the difference in days does not materially affect the comparability of financial results for
the periods presented.

In
January 2000, the Company announced that it would wind-down its non-member catalog marketing and merchandising activities. Going forward, catalog
mailings will be limited to members of the Company's shopping clubs. The wind-down was substantially completed by the end of the second quarter. The Company will continue to operate its
membership services business under the name Provell. The order capture, product fulfillment and customer service capabilities developed by the Company were redeployed into a subsidiary named ClickShip
Direct, Inc. ("ClickShip"), which was formed in January 2000. The Company had planned to separate ClickShip as an independent company during the third or fourth quarter of 2000. However,
market conditions for companies in the outsourced fulfillment and customer care segment have significantly deteriorated during 2000 and financing has not been readily available to ClickShip.
Consequently, the Company is exploring all options relating to ClickShip, including raising sufficient capital to separate the companies and other alternatives. A decision on ClickShip is expected by
December 31, 2000 and there is no assurance as to which alternative the Company will pursue.

Note 2.  Cumulative Effect of Change in Accounting Principle

In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101Revenue Recognition in Financial
Statements ("SAB 101"). The Company adopted SAB 101 effective January 1, 2000 and recorded a non-cash charge of $22.9 million ($14.2 million net of taxes). Prior to
the adoption of SAB 101, membership revenues with respect to clubs for which the Company had an ongoing obligation were recorded on the balance sheet net of direct solicitation and other costs and
amortized into income over the membership period, generally twelve months. Revenues and related expenses on clubs for which the Company had no significant ongoing obligation were recognized
immediately, net of an accrual for future anticipated returns, once any trial period had elapsed.

Effective
January 1, 2000 with the adoption of SAB 101, the Company defers all membership revenues, net of estimated returns, and amortizes them into revenue on a straight line
basis after the trial period has elapsed and over the remaining membership period, generally eleven months. The allowance for returns is based on the Company's most recent return experience and is
updated each

6

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quarter. Most of the Company's members can return their memberships at any time prior to expiration of the membership term and receive either a pro-rated or full refund for the remaining
portion of the membership period. Third quarter and nine month activity in the deferred membership income and accrued membership returns accounts is summarized as follows (000's):

Quarter ended September 30, 2000:

|                           |  | Balance at
July 1, 2000 |        | Additions |   | Reductions |  | Adjustments(1) |         | Balance at
Sept. 30, 2000
|-------------------------- |  | ----------------------- | ------ | --------- | - | ---------- |  | -------------- | ------- | -------------------------
|Deferred membership income |  | $                       | 46,549 |           | $ | 32,888     |  | $              | (29,722 | )                        
|                           |  |                         |        |           |   |            |  |                |         |                          
|Accrued membership returns |  | $                       | 23,539 |           | $ | 36,630     |  | $              | (25,143 | )                        
|                           |  |                         |        |           |   |            |  |                |         |                          

Nine months ended September 30, 2000:

|                           |  | Balance at
Dec. 31, 1999 |        | Additions |   | Reductions |  | Adjustments(2) |         | Balance at
Sept. 30, 2000
|-------------------------- |  | ------------------------ | ------ | --------- | - | ---------- |  | -------------- | ------- | -------------------------
|Deferred membership income |  | $                        | 24,749 |           | $ | 76,456     |  | $              | (92,665 | )                        
|                           |  |                          |        |           |   |            |  |                |         |                          
|Accrued membership returns |  | $                        | 16,911 |           | $ | 91,968     |  | $              | (77,575 | )                        
|                           |  |                          |        |           |   |            |  |                |         |                          

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During
the third quarter and first nine months of 2000, the Company recognized $6.0 million and $33.4 million, respectively, of net revenue which was included as a
component of the "cumulative effect of change in accounting" adjustment.

In
accordance with SAB 101, the cost of membership kits and vouchers are expensed when distributed. Refundable fees for commissions paid to clients and transaction processing costs,
net of expected refunds, together with direct response advertising costs (i.e., telemarketing and direct mail), are capitalized as part of deferred membership solicitation costs and are amortized as
expense in the same manner in which the related revenue is recognized. Other direct and indirect costs incurred with enrolling customers are expensed when incurred. Membership solicitation costs
incurred to obtain new members are generally less than the initial fee. However, if membership solicitation costs were to exceed membership fees, an adjustment would be made to the extent of any
impairment.

Effective
with the adoption of SAB 101, the Company also defers the recognition of costs and revenues associated with extended warranty service contracts until the end of the return
period, generally three months. Previously, such revenues and costs were recognized immediately.

Note 3.  Earnings Per Common Share

Basic earnings per share ("EPS") is computed based on the weighted average shares of common stock outstanding during the applicable periods while diluted EPS
is computed based on the weighted average shares of common stock outstanding plus potentially dilutive securities outstanding during the applicable periods. Potentially dilutive securities include
outstanding stock options, warrants and

7

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convertible preferred stock. These securities have not been included in the calculation of diluted EPS as their effect would be anti-dilutive. Accordingly, at September 30, 2000 and
October 2, 1999, options to purchase approximately 1,875,000 and 1,802,000 shares of the Company's Class A Common Stock (the "Common Stock"), respectively, were not included in the
computation of diluted loss per share. At September 30, 2000, 2,318,393 shares issuable upon conversion of the Series D preferred stock and exercise of the common stock warrants were
also excluded from the calculation of diluted EPS.

Note 4.  Preferred Stock

On September 29, 2000, the Company completed a $20.0 million private placement of Series D Preferred Stock with four institutional
investors. The Company issued 200,000 shares of Series D Preferred Stock with a par value of $0.01 per share and a stated value of $100 per share. The net proceeds were used to supplement
working capital needs. The Series D Preferred Stock is convertible at any time at the option of the holder into the Company's Class A Common Stock at $12.94 per share, subject to certain
adjustments for future events, including the spinoff of ClickShip or any delay therein. The Series D Preferred Stock has a dividend rate of 6.5% per annum payable quarterly in cash or shares of
the
Company's Class A Common Stock valued at 90% of its then current market price. Unless previously converted to Class A Common Stock, the Series D Preferred Stock will be redeemed
on September 29, 2002 at the stated value of the shares in cash or, at the Company's option, for shares of the Company's Class A Common Stock valued at 90% of its then current market
price. The Company may also be required to redeem the Series D preferred stock for cash at any time following a consolidation or merger with another company or the occurrence of other
triggering events as detailed in the Certificate of Designations, Preferences and Rights of the Series D Preferred Stock.

In
addition, the Company issued Common Stock Purchase Warrants to the purchasers of the Series D Preferred Stock for an aggregate of 772,798 shares of Class A Common
Stock at an exercise price of $16.17 per share, subject to adjustments similar to the Series D Preferred Stock. The Company allocated the net proceeds of $18.75 million (cash proceeds of
$20.0 million net of accrued transaction costs of $1.25 million) from the issuance of the Series D Preferred Stock and warrants between the relative fair values of the preferred
stock and warrants. The value allocated to the warrants, $2.8 million, is reflected as a component of shareholders' equity. In the event of a spinoff of ClickShip, the holders of the
Series D Preferred Stock will also receive warrants to purchase ClickShip common stock as provided in the securities purchase agreement.

Because
the proceeds allocated to the Series D preferred shares were less than the fair value of the common stock that would be issuable upon assumed conversion as of
September 29, 2000, the issuance of the preferred shares resulted in a non-detachable beneficial conversion feature that was recognized by allocating a portion of the proceeds equal
to the intrinsic value of that feature to additional paid-in-capital. The beneficial conversion feature of $1,989,000 was treated as an immediate dividend to the
Series D preferred shareholders since the Series D preferred shareholders have immediate conversion rights. Since the Company had an accumulated deficit as of the approval date, the
accretion was netted against additional paid-in-capital rather than accumulated deficit, resulting in no net change to shareholders' equity.

8

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Note 5.  Stock Repurchase Program

During the first nine months of 1999, the Company repurchased approximately 567,000 shares of its Common Stock in open market transactions at aggregate costs
of approximately $4.8 million. During the fourth quarter of 1999, the Board authorized a one million share open market repurchase program. No shares have been repurchased under this program
through September 30, 2000.

Note 6.  Restructuring Charges

In conjunction with the restructuring of the Company's catalog operations discussed in Note 1, approximately 150 jobs were eliminated, primarily in
catalog marketing, merchandising and in closing the Brooklyn Center, Minnesota telemarketing center.

As
a result of these activities, the Company recorded a pre-tax restructuring charge of $9.2 million during the first nine months of 2000. Included in the charge is
approximately $1.3 million related to employee severance and termination costs, $1.9 million for future lease and other minimum commitments with no future benefit and $6.0 million
for accelerated depreciation expense as a result of changes in the estimated useful lives of fixed assets that will only be used during certain transition periods. The Company does not expect to
record significant additional restructuring charges during the fourth quarter.

Note 7.  Business Segments

The Company operates in two business segments: Membership Services and Catalog Retail. These reportable operating segments are strategic business units that
offer different products and services and are managed separately based on fundamental differences in their operations. Both operating segments sell exclusively to customers in the U.S. A Corporate
segment is also used to account for taxes, capital allocation, and certain other unallocated items. The segment financial information presented below is consistent with the basis and manner in which
management evaluates results to assist in making internal operating decisions.

The
Membership Services operating segment develops, markets and manages leading edge membership and customer relationship management programs. The Company's proprietary programs
provide purchase price discounts and other benefits related to consumer and small business needs in the areas
of shopping, travel, hospitality, entertainment, health/fitness and finance. The Company's Catalog Retail segment is comprised of the wind-down of its former catalog operations, its
subsidiary ClickShip, and the elimination of intercompany results from services provided by ClickShip to Provell. The former catalog operations offered brand name merchandise in the categories of
computers, home office, consumer electronics, home décor, home improvement and sports/fitness. ClickShip provides outsourcing of order fulfillment and customer care services to
retailers, e-tailers, direct marketers, and manufacturers. These services include online and offline order-capture, payment processing, inventory receipt, warehousing, merchandise
shipment, after-the-sale customer service and support, and returns management.

The
Catalog Retail segment provided certain discounts to members of thePreferred Buyers' Club® and Insiders® membership programs managed by the
Membership Services segment. Due to considerably higher sales productivity by the Company's
club members, the retail segment experienced measurably higher advertising leverage on catalogs sent to these customers. For this reason, discounts were allocated entirely to the Catalog Retail
segment.

9

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DAMARK INTERNATIONAL, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 7.  Business Segments (Continued)

Selected statement of operations and statement of cash flows data for the three and nine months ended September 30, 2000 and October 2, 1999 by
business segment are set forth below.

|                                         |                                            | Catalog
Retail(1) |        | Provell
Membership
Services |   | Corporate |       | Consolidated |        
|---------------------------------------- | ------------------------------------------ | ----------------- | ------ | --------------------------- | - | --------- | ----- | ------------ | -------
|
|Three Months Ended Sept. 30, 2000        |                                            |                   |        |                             |   |           |       |              |        
|Net revenues                             |                                            | $                 | 2,120  |                             | $ | 31,766    |       | $            |       
|Cost of products sold                    |                                            |                   | 488    |                             |   |          |       |              |       
|Restructuring charges                    |                                            |                   | 227    |                             |   |          |       |              |       
|Other expenses                           |                                            |                   | 10,751 |                             |   | 27,129    |       |              |       
|                                         |                                            |                   |        |                             |   |           |       |              |        
|                                         | Operating income (loss)                    |                   |        | (9,346                      | ) |           | 4,637 |              |        
|Interest and other, net                  |                                            |                   | (24    | )                           |   | 31        |       |              | (558   
|                                         |                                            |                   |        |                             |   |           |       |              |        
|                                         | Income (loss) before taxes                 |                   |        | (9,370                      | ) |           | 4,668 |              |        
|Income tax benefit                       |                                            |                   |       |                             |   |          |       |              | 1,997  
|                                         |                                            |                   |        |                             |   |           |       |              |        
|                                         | Net income (loss)                          |                   |        | (9,370                      | ) |           | 4,668 |              |        
|Depreciation and amortization            |                                            |                   | 895    |                             |   | 309       |       |              | 57     
|Net changes in working capital and Other |                                            |                   | 14,905 |                             |   | (5,755    | )     |              | (18,923
|                                         |                                            |                   |        |                             |   |           |       |              |        
|                                         | Net cash provided by (used for) operations |                   | $      | 6,430                       |   | $         | (778  | )            | $      
|                                         |                                            |                   |        |                             |   |           |       |              |        
|Three Months Ended October 2, 1999       |                                            |                   |        |                             |   |           |       |              |        
|Net revenues                             |                                            | $                 | 56,590 |                             | $ | 35,996    |       | $            |       
|Cost of products sold                    |                                            |                   | 40,001 |                             |   |          |       |              |       
|Other expenses(2)                        |                                            |                   | 25,882 |                             |   | 30,512    |       |              |       
|                                         |                                            |                   |        |                             |   |           |       |              |        
|                                         | Operating income (loss)                    |                   |        | (9,293                      | ) |           | 5,484 |              |        
|Interest and other, net                  |                                            |                   | (67    | )                           |   | (22       | )     |              | 272    
|                                         |                                            |                   |        |                             |   |           |       |              |        
|                                         | Income (loss) before taxes                 |                   |        | (9,360                      | ) |           | 5,462 |              |        
|Income tax benefit                       |                                            |                   |       |                             |   |          |       |              | 1,233  
|                                         |                                            |                   |        |                             |   |           |       |              |        
|                                         | Net income (loss)                          |                   |        | (9,360                      | ) |           | 5,462 |              |        
|Depreciation and amortization            |                                            |                   | 1,026  |                             |   | 567       |       |              | 48     
|Net changes in working capital and other |                                            |                   | 7,179  |                             |   | 1,860     |       |              | 2,602  
|                                         |                                            |                   |        |                             |   |           |       |              |        
|                                         | Net cash provided by (used for) operations |                   | $      | (1,155                      | ) | $         | 7,889 |              | $      
|                                         |                                            |                   |        |                             |   |           |       |              |        

10

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|                                                            |                                             | Catalog
Retail(1) |         | Provell
Membership
Services |   | Corporate |        | Consolidated |        
|----------------------------------------------------------- | ------------------------------------------- | ----------------- | ------- | --------------------------- | - | --------- | ------ | ------------ | -------
|
|Nine Months Ended Sept. 30, 2000                            |                                             |                   |         |                             |   |           |        |              |        
|Net revenues                                                |                                             | $                 | 59,234  |                             | $ | 101,954   |        | $            |       
|Cost of products sold                                       |                                             |                   | 48,986  |                             |   |          |        |              |       
|Restructuring charges                                       |                                             |                   | 9,226   |                             |   |          |        |              |       
|Other expenses                                              |                                             |                   | 64,209  |                             |   | 76,318    |        |              |       
|                                                            |                                             |                   |         |                             |   |           |        |              |        
|                                                            | Operating income (loss)                     |                   |         | (63,187                     | ) |           | 25,636 |              |        
|Interest and other, net                                     |                                             |                   | (114    | )                           |   | (5        | )      |              | (1,068 
|                                                            |                                             |                   |         |                             |   |           |        |              |        
|                                                            | Income (loss) before taxes and other items  |                   |         | (63,301                     | ) |           | 25,631 |              |        
|Income tax benefit                                          |                                             |                   |        |                             |   |          |        |              | 14,697 
|                                                            |                                             |                   |         |                             |   |           |        |              |        
|                                                            | Net income (loss) before extraordinary gain |                   |         | (63,301                     | ) |           | 25,631 |              |        
|Cumulative effect of change in accounting, net of taxes     |                                             |                   |        |                             |   | (22,904   | )      |              | 8,703  
|                                                            |                                             |                   |         |                             |   |           |        |              |        
|                                                            | Net income (loss)                           |                   |         | (63,301                     | ) |           | 2,727  |              |        
|Depreciation and amortization                               |                                             |                   | 9,093   |                             |   | 706       |        |              | 73     
|Net changes in working capital and other                    |                                             |                   | 50,185  |                             |   | 9,546     |        |              | (58,960
|                                                            |                                             |                   |         |                             |   |           |        |              |        
|                                                            | Net cash provided by (used for) operations  |                   | $       | (4,023                      | ) | $         | 12,979 |              | $      
|                                                            |                                             |                   |         |                             |   |           |        |              |        
|Nine Months Ended October 2, 1999                           |                                             |                   |         |                             |   |           |        |              |        
|Net revenues                                                |                                             | $                 | 218,632 |                             | $ | 95,628    |        | $            |       
|Cost of products sold                                       |                                             |                   | 157,131 |                             |   |          |        |              |       
|Other expenses(2), (3)                                      |                                             |                   | 83,785  |                             |   | 79,167    |        |              | 1,310  
|                                                            |                                             |                   |         |                             |   |           |        |              |        
|                                                            | Operating income (loss)                     |                   |         | (22,284                     | ) |           | 16,461 |              |        
|Interest and other, net                                     |                                             |                   | (67     | )                           |   | (22       | )      |              | (403   
|                                                            |                                             |                   |         |                             |   |           |        |              |        
|                                                            | Income (loss) before taxes and other Items  |                   |         | (22,351                     | ) |           | 16,439 |              |        
|Income tax benefit                                          |                                             |                   |        |                             |   |          |        |              | 2,593  
|                                                            |                                             |                   |         |                             |   |           |        |              |        
|                                                            | Net income (loss) before other items        |                   |         | (22,351                     | ) |           | 16,439 |              |        
|Extraordinary gain on condemnation of land, net of taxes(4) |                                             |                   | 450     |                             |   |          |        |              | (153   
|                                                            |                                             |                   |         |                             |   |           |        |              |        
|                                                            | Net income (loss)                           |                   |         | (21,901                     | ) |           | 16,439 |              |        
|Depreciation and amortization                               |                                             |                   | 4,051   |                             |   | 1,596     |        |              | 145    
|Net changes in working capital and Other                    |                                             |                   | 17,791  |                             |   | 145       |        |              | 1,666  
|                                                            |                                             |                   |         |                             |   |           |        |              |        
|Net cash provided by (used for) Operations                  |                                             | $                 | (59     | )                           | $ | 18,180    |        | $            | 2,538  
|                                                            |                                             |                   |         |                             |   |           |        |              |        

---

11

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Selected
balance sheet data by business segment is as follows:

|                                            |                               | Catalog
Retail |         | Provell
Membership
Services |   | Corporate |        | Consolidated |       
|------------------------------------------- | ----------------------------- | -------------- | ------- | --------------------------- | - | --------- | ------ | ------------ | ------
|
|At September 30, 2000                       |                               |                |         |                             |   |           |        |              |       
|Cash and cash equivalents                   |                               | $              | 97      |                             | $ |          |        | $            | 605   
|Non-cash current assets                     |                               |                | (19,841 | )                           |   | 75,694    |        |              | 37,808
|Net property, equipment and other assets    |                               |                | 31,046  |                             |   | 4,322     |        |              | 26,071
|                                            |                               |                |         |                             |   |           |        |              |       
|                                            | Total assets                  |                | $       | 11,302                      |   | $         | 80,016 |              | $     
|                                            |                               |                |         |                             |   |           |        |              |       
|Non-interest bearing current liabilities    |                               | $              | 9,680   |                             | $ | 111,145   |        | $            | 696   
|Short-term borrowings                       |                               |                | 9,549   |                             |   |          |        |              | 11,763
|Series D preferred stock                    |                               |                |         |                             |   |           |        |              | 15,950
|Investment in segment/shareholders' deficit |                               |                | (7,927  | )                           |   | (31,129   | )      |              | 36,075
|                                            |                               |                |         |                             |   |           |        |              |       
|                                            | Total liabilities and deficit |                | $       | 11,302                      |   | $         | 80,016 |              | $     
|                                            |                               |                |         |                             |   |           |        |              |       
|At December 31, 1999                        |                               |                |         |                             |   |           |        |              |       
|Cash and cash equivalents                   |                               | $              |        |                             | $ |          |        | $            | 3,927 
|Non-cash current assets                     |                               |                | 52,933  |                             |   | 36,406    |        |              | 3,159 
|Net property, equipment and other assets    |                               |                | 20,273  |                             |   | 5,331     |        |              | 4,017 
|                                            |                               |                |         |                             |   |           |        |              |       
|                                            | Total assets                  |                | $       | 73,206                      |   | $         | 41,737 |              | $     
|                                            |                               |                |         |                             |   |           |        |              |       
|Non-interest bearing current liabilities    |                               | $              | 32,046  |                             | $ | 62,330    |        | $            | 2,253 
|Investment in segment/shareholders' equity  |                               |                | 41,160  |                             |   | (20,593   | )      |              | 8,850 
|                                            |                               |                |         |                             |   |           |        |              |       
|                                            | Total liabilities and equity  |                | $       | 73,206                      |   | $         | 41,737 |              | $     
|                                            |                               |                |         |                             |   |           |        |              |       

Note 8.  Financing

During third quarter 2000, the Company entered into a $15.0 million commercial credit facility which reduces to $10.0 million on
January 1, 2001. The facility is available for working capital and general corporate needs and contains a $2.0 million sublimit to accommodate the issuance of standby letters of credit.
Borrowings outstanding under the line of credit bear interest at the federal funds rate of interest plus 0.5%, bank prime or LIBOR plus 3.25% and are secured by all assets of the Company except for
real property. The credit facility includes covenants which require the Company to satisfy certain financial tests and ratios on a monthly basis and limits the parent company investment in ClickShip
to $8.0 million. The Company was in compliance with all covenants at September 30, 2000.

During
third quarter 2000, ClickShip entered into a $10.0 million promissory note agreement with Ryan Companies US, Inc. Advances on the note are made to ClickShip for
the sole purpose of paying construction costs incurred in conjunction with the expansion of the ClickShip distribution center. The

12

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unpaid principal balance bears interest at a bank reference rate of interest. Accrued interest is required to be paid October 1, 2000 and on the first day of each calendar month thereafter. The
outstanding principal balance plus unpaid interest is due on December 31, 2000. The outstanding balance under this agreement at September 30, 2000 was approximately $9.5 million.

Note 9.  Extraordinary Gain

During the second quarter of 1999, the State of Minnesota condemned and acquired approximately 17 acres of land from the Company in conjunction with a highway
expansion project. As a result, the Company recorded an extraordinary gain of $297,000, net of taxes, or $.05 per share.

Note 10.  Recently Issued Accounting Pronouncement

SFAS No. 133, "Accounting for Derivative Investments and Hedging Activities", establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for hedging activities. SFAS No. 133 will be effective for the Company beginning January 1, 2001. Management
believes the adoption of SFAS No. 133 will not have a material impact on the Company's financial position or results of operations.

13

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DAMARK INTERNATIONAL, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Results of Operations

The data presented below are derived from the Company's consolidated financial statements and notes thereto and should be read in conjunction therewith. The
Company operates in two business segments, Membership Services and Catalog Retail. These reportable operating segments offer different products and services and are managed separately based on
fundamental differences in their operations. A Corporate segment is also used to account for taxes, capital allocation and certain other unallocated items.

|                                                     |                                                                                         | Three months ended |        |         |         | Nine months ended |        |        |       
|---------------------------------------------------- | --------------------------------------------------------------------------------------- | ------------------ | ------ | ------- | ------- | ----------------- | ------ | ------ | ------
|
|Statement of Operations Data:                        |                                                                                         |                    |        |         |         |                   |        |        |       
|Net revenues:                                        |                                                                                         |                    |        |         |         |                   |        |        |       
|                                                     | Catalog Retail(1)                                                                       |                    | $      | 2,120   |         | $                 | 56,590 |        | (96.3 
|                                                     | Membership Services                                                                     |                    |        | 31,766  |         |                   | 35,996 |        | (11.8 
|                                                     |                                                                                         |                    |        |         |         |                   |        |        |       
|                                                     |                                                                                         | Total              |        |         | 33,886  |                   |        | 92,586 |       
|                                                     |                                                                                         |                    |        |         |         |                   |        |        |       
|Costs and expenses:                                  |                                                                                         |                    |        |         |         |                   |        |        |       
|                                                     | Catalog Retail cost of products sold                                                    |                    |        | 488     |         |                   | 40,001 |        | (98.8 
|                                                     | Catalog Retail expenses(2)                                                              |                    |        | 10,978  |         |                   | 25,882 |        | (57.6 
|                                                     | Membership Services expenses(2)                                                         |                    |        | 27,129  |         |                   | 30,512 |        | (11.1 
|                                                     | Corporate expenses                                                                      |                    |        |        |         |                   |       |        | 0.0   
|                                                     |                                                                                         |                    |        |         |         |                   |        |        |       
|                                                     |                                                                                         | Total              |        |         | 38,595  |                   |        | 96,395 |       
|                                                     |                                                                                         |                    |        |         |         |                   |        |        |       
|Operating income (loss):                             |                                                                                         |                    |        |         |         |                   |        |        |       
|                                                     | Catalog Retail                                                                          |                    |        | (9,346  | )       |                   | (9,293 | )      | (0.1  
|                                                     | Membership Services                                                                     |                    |        | 4,637   |         |                   | 5,484  |        | (15.4 
|                                                     | Corporate                                                                               |                    |        |        |         |                   |       |        | 0.0   
|                                                     |                                                                                         |                    |        |         |         |                   |        |        |       
|                                                     |                                                                                         | Total              |        |         | (4,709  | )                 |        | (3,809 | )     
|Interest income (expense), net                       |                                                                                         |                    | (335   | )       |         | 205               |        | (263.5 | )%    
|Other expense, net                                   |                                                                                         |                    | (216   | )       |         | (22               | )      | (881.8 | )%    
|                                                     |                                                                                         |                    |        |         |         |                   |        |        |       
|                                                     | Loss before income taxes, extraordinary gain and cumulative effect of accounting change |                    |        | (5,260  | )       |                   | (3,626 | )      | (45.1 
|Income tax benefit                                   |                                                                                         |                    | 1,997  |         |         | 1,233             |        | 62.0   | %     
|                                                     |                                                                                         |                    |        |         |         |                   |        |        |       
|                                                     | Net loss before extraordinary gain and cumulative effect of accounting change           |                    |        | (3,263  | )       |                   | (2,393 | )      | (36.4 
|Extraordinary gain, net of taxes                     |                                                                                         |                    |       |         |         |                  |        | 0.0    | %     
|Cumulative effect of accounting change, net of taxes |                                                                                         |                    |       |         |         |                  |        | 0.0    | %     
|                                                     |                                                                                         |                    |        |         |         |                   |        |        |       
|                                                     | Net loss                                                                                |                    |        | (3,263  | )       |                   | (2,393 | )      | (36.4 
|Beneficial conversion feature                        |                                                                                         |                    | (1,989 | )       |         |                  |        | N/A    |       
|                                                     |                                                                                         |                    |        |         |         |                   |        |        |       
|                                                     | Net loss available to common shareholders                                               |                    | $      | (5,252  | )       | $                 | (2,393 | )      | (119.5
|                                                     |                                                                                         |                    |        |         |         |                   |        |        |       
|Statement of Cash Flows Data:                        |                                                                                         |                    |        |         |         |                   |        |        |       
|Net cash (used for) provided by operations:          |                                                                                         |                    |        |         |         |                   |        |        |       
|                                                     | Catalog Retail(2)                                                                       |                    | $      | 6,430   |         | $                 | (1,155 | )      |       
|                                                     | Membership Services(2)                                                                  |                    |        | (778    | )       |                   | 7,889  |        |       
|                                                     | Corporate                                                                               |                    |        | (17,427 | )       |                   | 4,155  |        |       
|                                                     |                                                                                         |                    |        |         |         |                   |        |        |       
|                                                     |                                                                                         | Total              |        | $       | (11,775 | )                 | $      | 10,889 |       
|                                                     |                                                                                         |                    |        |         |         |                   |        |        |       

---

14

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General

In January 2000, the Company announced that it would wind-down its non-member catalog marketing and merchandising activities.
Going forward, catalog mailings will be limited to members of the Company's shopping clubs. The wind-down was substantially completed by the end of second quarter 2000, at which time the
Company discontinued taking catalog orders from non-member customers. The Company will continue to operate its membership services business under the Provell name. The order
capture, product fulfillment and customer service capabilities developed by the Company were redeployed into a subsidiary named ClickShip Direct, Inc. ("ClickShip"), that was formed in
January 2000. The Company had planned to separate ClickShip as an independent company during the third or fourth quarter of 2000. However, market conditions for companies in the outsourced
fulfillment and customer care segment have significantly deteriorated during 2000 and financing has not been readily available to ClickShip. Consequently, the Company is exploring all options relating
to ClickShip, including raising sufficient capital to separate the companies and other alternatives. A decision on ClickShip is expected by December 31, 2000 and there is no assurance as to
which alternative the Company will pursue.

Provell
develops, markets and manages leading edge membership and customer relationship management programs. The Company's proprietary programs provide purchase price discounts and
other benefits related to consumer and small business needs in the areas of shopping, travel, hospitality, entertainment, health/fitness and finance. Arrangements have been made with third parties to
supply the members of the Company's shopping clubs with benefits at least equal to those formerly provided by the Company's catalog operations. A dedicated management team sources products available
on a direct-from-supplier basis, avoiding the need to own, store, and fulfill inventory from a Company-owned location. Provell also outsources teleservice activities and
customer service with carefully selected telemarketing providers, including ClickShip.

ClickShip
provides outsourcing of order fulfillment and customer care services to retailers, e-tailers, direct marketers, and manufacturers. These services include online
and offline order-capture, payment processing, inventory receipt, warehousing, merchandise shipment, after-the-sale customer service and support, and returns management.

In
conjunction with the restructuring of the Company's catalog operations, the Company's Brooklyn Center, Minnesota telemarketing center was closed in January 2000.
Approximately 150 jobs were
eliminated as part of the restructuring, primarily in catalog marketing, merchandising and the telemarketing center. As a result of these activities, the Company recorded a pre-tax
restructuring charge of $9.2 million during the first nine months of 2000. Included in the charge is approximately $1.3 million related to employee severance and termination costs,
$1.9 million for future lease and other minimum commitments with no future benefit and $6.0 million for accelerated depreciation expense as a result of changes in the estimated useful
lives of fixed assets that will only be used during certain transition periods. The Company does not expect to record significant additional restructuring charges during fourth quarter.

Membership Services

This segment's results reflect the adoption of SAB 101 effective January 1, 2000. Prior to the adoption of SAB 101, membership revenues with respect to
clubs for which the Company had an ongoing obligation were recorded on the balance sheet, net of direct solicitation costs, and amortized into income over the membership period, generally twelve
months. Revenues and related expenses on clubs for which the Company had no significant ongoing obligation were recognized immediately, net of

15

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an accrual for future anticipated returns, once any trial period had elapsed. Effective January 1, 2000, the Company defers the recognition of revenues and direct solicitation costs on all
membership programs and amortizes such revenues and costs, after the trial period has elapsed, over the membership period, generally twelve months. The Company also defers the recognition of costs and
revenues associated with extended warranty service contracts until the end of the return period, generally three months. Previously, extended warranty revenues and costs were recognized immediately.
The Company recorded a non-cash charge of $22.9 million ($14.2 million net of taxes) related to the adoption of SAB 101. See Note 2 to the Consolidated Financial
Statements.

The
Company has been able to grow its membership base by accelerating new member prospecting to replace its member acquisition leads lost due to the wind-down of its
catalog retail business. Provell's expanded client roster now includes several of the nation's largest financial institutions, as well as a number of premier consumer marketing organizations. The
Company enrolled a record number 955,000 new members during third quarter 2000. Its membership base has increased from 1.9 million members at the end of the third quarter of 1999 to nearly
2.6 million members at the end of the third quarter of 2000, a 36.8% increase.

Membership
revenues were $31.8 million for third quarter 2000, an 11.8% decrease from third quarter 1999 revenues. Revenues for the nine months ended September 30, 2000
were $102.0 million, a 6.7% increase over the prior year comparable period. Third quarter operating income decreased 15.5% to $4.6 million in 2000 as compared to $5.5 million in
1999. Operating income for the first nine months of 2000 increased 55.8% to $25.6 million as compared to $16.5 million in 1999. On a pro forma basis, assuming SAB 101 had been adopted
retroactively, third quarter 1999 membership revenues and operating income would have been $36.0 million and $11.3 million, respectively. For the first nine months of 1999, membership
revenues and operating income would have been $81.1 million and $12.4 million, respectively. Operating income for 1999 reflects a charge of $3.2 million and $14.0 million
for the quarter and first nine months, respectively, for commissions to the Catalog Retail segment. In conjunction with the catalog wind-down, these costs are no longer being incurred. The
decrease in revenues during third quarter 2000 in comparison to third quarter 1999 was due primarily to reduced volumes from the catalog retail business and delays experienced earlier in the year in
replacing the catalog retail volume with new client business. Net revenues from the record level acquisition activity in the third quarter of 2000 are deferred and will be recognized ratably over the
next 12 months in accordance with SAB 101. The decrease in revenues and increased telemarketing and client commission costs incurred as the Company aggressively expands its membership
acquisitions in the client marketing channel contributed to the decrease in operating income in third quarter 2000 as compared to third quarter 1999. The exclusion of the inter-segment charge in 2000,
lower than anticipated operating costs, accompanied by an increase in the Company's membership base, expanded membership club offerings
and club price increases each contributed to the revenue and operating income growth during the first nine months of 2000.

Costs
and expenses incurred by the Company's Membership Services segment include direct membership solicitation costs, payments to external vendors to provide certain club benefits,
customer service costs, commissions and success fees paid to clients for use of their customer lists and general and administrative expenses, and in 1999, inter-segment charges from the Catalog Retail
segment.

Segment
costs and expenses decreased 11.1% and 3.6% for the three and nine months ended September 30, 2000, respectively, in comparison to the same period in 1999. Costs and
expenses as a percentage of net revenues were relatively consistent in third quarter 2000 and 1999 at 85.4% and 84.8%, respectively. For the first nine months, costs and expenses as a percentage of
net revenues were

16

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74.9% in 2000 as compared to 82.8% in 1999. The decrease in costs and expenses was due primarily to the inter-segment charges included in costs and expenses in 1999 (see above discussion). The Company
has also benefited from improved leveraging of costs over a larger membership and revenue base.

Catalog Retail

The wind-down of the Company's non-member Catalog Retail operations is substantially complete and the Company is no longer taking
non-member catalog orders. Management expects to process a nominal number of customer returns during the fourth quarter for which return reserves have been provided.
The wind-down of Catalog Retail activities and related liquidations resulted in substantially lower revenues during the third quarter and first nine months of 2000 in comparison to 1999.
This segment generated revenues of $2.1 million and $59.2 million during the third quarter and first nine months of 2000, respectively, a decrease of 96.3% and 72.9% from revenues of
$56.6 million and $218.6 million generated during the third quarter and first nine months of 1999, respectively. Revenues generated from catalog wind-down activities totaled
$0.6 million and $56.6 million for the third quarter and first nine months, respectively, while ClickShip generated $4.3 million and $22.3 million of revenues during the
third quarter and first nine months, respectively. Included in ClickShip's third quarter and first nine months revenues for 2000 were approximately $1.6 million and $13.0 million,
respectively, of revenues from services provided to its parent, Damark, for activities related to winding down the catalog business and $1.8 million and $4.8 million, respectively for
ongoing customer care services to Provell's members. ClickShip's revenues from servicing Provell's business are eliminated in the consolidation of Catalog Retail results.

The
segment reported an operating loss of $9.3 million in third quarter 2000 and $63.2 million for the first nine months of 2000 as compared to an operating loss of
$9.3 million in third quarter 1999 and $22.3 million for the first nine months of 1999. Costs associated with winding down the non-member catalog business, including a lower
advertising leverage as advertising costs were leveraged against significantly lower revenue levels in an effort to liquidate inventory and a $9.2 million restructuring charge, combined with
start-up losses incurred by ClickShip all contributed to the operating loss in 2000. In addition, the third quarter and first nine months 1999 expenses included inter-segment transfers of
costs from the Catalog Retail segment to the Membership Services segment of $3.2 million and $14.0 million, respectively.

Corporate

Corporate expenses for the nine months ended October 2, 1999 include a pre-tax charge of $1.3 million for the implementation of a
revised vacation and sick time policy.

The
Company incurred net interest expense of $335,000 during the third quarter of 2000 as compared to $205,000 of net interest income earned in the comparable 1999 period. Net
interest expense of $812,000 and $339,000 was incurred during the first nine months of 2000 and 1999, respectively. Lower borrowing needs resulting from declines in installment receivable and
inventory balances in 2000 as compared to 1999 were offset by the need for increased borrowings to fund the wind-down of the Company's non-member catalog operations, ClickShip
start up costs and the expansion of Provell's business.

The
Company's effective tax rate was 38% and 34% for the three and nine months ended September 30, 2000 and October 2, 1999, respectively. The increase in the effective
tax rate is the result of additional state income taxes associated with the restructuring of the Company's operations. Despite incurring net losses in recent quarters, the Company has not recorded a
deferred tax valuation

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allowance since management believes that its operating and tax planning strategies will allow the Company to generate sufficient income in early future years in order to realize this asset. Should the
Company's operating and tax planning strategies fail to produce sufficient taxable income in early future years, the Company will record a valuation allowance for all or a portion of its net deferred
tax asset as required by generally accepted accounting principles.

Extraordinary Gain

The State of Minnesota condemned and acquired approximately 17 acres of land from the Company in conjunction with a highway expansion project. As a result, the
Company recorded an extraordinary gain of $297,000, net of taxes, or $.05 per share during the second quarter of 1999.

Liquidity and Capital Resources

Cash Flow

Net cash used for operations totaled $27.6 million for the first nine months of 2000 as compared to net cash provided by operations of
$20.7 million for the same period in 1999. The increase in cash used for operations in 2000 was the result of losses from the wind-down of the Company's non-member
catalog operations, ClickShip start up costs and the expansion of Provell's membership roster. Cash generated by working capital changes was $1.2 million in 2000 as compared to
$22.4 million in 1999. The 1999 period benefited from continued declines in the installment receivable balances while membership receivables were higher in 2000 as a result of the record level
acquisition activity in the third quarter. Declines in inventory from the catalog wind-down in 2000 were largely off-set by declines in current liability balances and an
increase in current assets.

Capital Expenditures

During the first nine months of 2000, the Company's capital expenditures were $19.9 million compared to $2.6 million during the comparable 1999
period. During the third quarter, ClickShip completed the expansion of its distribution center which added 320,000 square feet of warehouse space at an approximate cost of $12.0 million.
ClickShip has also invested an additional $5.3 million during the year in software and equipment. Provell has invested $2.6 million during the first nine months of 2000, primarily for
leasehold improvements, furniture and fixtures and software. Management estimates that an additional $3 to $5 million in infrastructure enhancements will be invested during the fourth quarter
of 2000.

Financing

During third quarter 2000, the Company replaced its previous revolving line of credit with a new $15.0 million commercial credit facility. The facility
is available for working capital and general corporate needs and contains a $2.0 million sublimit to accommodate the issuance of standby letters of credit. Borrowings outstanding under the line
of credit bear interest at the federal funds rate of interest plus 0.5%, bank prime or LIBOR plus 3.25% and are secured by all assets of the Company except real property. The credit facility reduces
to $10.0 million on January 1, 2001 and contains a clean down provision for 30 days beginning March 1, 2001 at which time borrowings must equal zero. The credit facility
includes covenants which require the Company to satisfy certain financial tests and ratios on a monthly basis and limits the downstreaming of funds to ClickShip to $8.0 million. The Company was
in compliance with all covenants at September 30, 2000.

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DAMARK INTERNATIONAL, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)

During third quarter 2000, ClickShip entered into a $10.0 million promissory note agreement with Ryan Companies US, Inc. Advances on the note are made to ClickShip for
the sole purpose of paying amounts for construction costs incurred in conjunction with the expansion of the ClickShip distribution center. The unpaid principal balance bears interest at a bank
reference rate of interest. Accrued interest is required to be paid October 1, 2000 and on the first day of each calendar month thereafter. The outstanding principal balance plus unpaid
interest is due on December 31, 2000. The outstanding balance under this agreement at September 30, 2000 was approximately $9.5 million.

On
September 29, 2000, the Company completed a $20.0 million private placement of Series D Preferred Stock with four institutional investors. The Company issued
200,000 shares of Series D Preferred Stock with a par value of $0.01 per share and a stated value of $100 per share. The net proceeds were used to supplement working capital needs. The
Series D Preferred Stock is convertible at any time at the option of the holder into the Company's Class A Common Stock at $12.94 per share, subject to certain adjustments for future
events, including the spinoff of ClickShip or any delay therein. The Series D Preferred Stock has a dividend rate of 6.5% per annum payable quarterly in cash or shares of the Company's
Class A Common Stock valued at 90% of its then current market price. Unless previously converted to Class A Common Stock, the Series D Preferred Stock will be redeemed on
September 29, 2002 at the stated value of the shares in cash or, at the Company's option, for shares of the Company's
Class A Common Stock valued at 90% of its then current market price. The Company may also be required to redeem the Series D Preferred Stock for cash at any time following a
consolidation or merger with another company or the occurrence of other triggering events as detailed in the Certificate of Designations, Preferences and Rights of the Series D Preferred Stock.

In
addition, the Company issued Common Stock Purchase Warrants to the purchasers of the Series D Preferred Stock for an aggregate of 772,798 shares of Class A Common
Stock at an exercise price of $16.17 per share, subject to adjustments similar to the Series D Preferred Stock. The Company allocated the net proceeds of $18.75 million (cash proceeds of
$20.0 million net of accrued transaction costs of $1.25 million) from the issuance of the Series D Preferred Stock and warrants between the relative fair values of the preferred
stock and warrants. The value allocated to the warrants, $2.8 million, is reflected as a component of shareholders' equity. In the event of a spinoff of ClickShip, the holders of the
Series D Preferred Stock will also receive warrants to purchase ClickShip common stock as provided in the securities purchase agreement.

ClickShip
is actively working to procure real estate financing, a working capital line of credit and equity financing to repay its construction bridge loan and fund both operations as
well as future capital expenditures. The financings are also necessary in order for the Company to complete its spinoff of ClickShip as an independent company. During 2000, market conditions for
companies in the outsourced fulfillment and customer care segment have significantly deteriorated and financing has not been readily available to ClickShip. Consequently, the Company is exploring all
options relating to ClickShip including raising sufficient capital to separate the companies and other alternatives. A decision on ClickShip is expected by December 31, 2000, and there is no
assurance as to which alternative the Company will choose. Provell also continues to explore financing options to fund its rapid business growth.

Additional
financing in the areas mentioned above is required to support the current and future cash needs of the Company as it grows these businesses. If additional financing is not
available, the Company's growth plans may be curtailed.

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Stock Repurchases

During the nine months ended October 2, 1999, the Company repurchased 567,000 shares of its common stock in open market transactions at an aggregate
cost of $4.8 million. During the fourth quarter of 1999, the Board authorized a one million share open market repurchase program. Through September 30, 2000, no shares have been
repurchased under this program.

Seasonality

Similar to most retailing businesses, the Company's Catalog Retail segment was subject to significant seasonal variations in consumer demand. Historically, the
Company's net retail revenues were the highest during the fourth quarter and a significant portion of its earnings were realized during that period. The Company's annual operating results were
affected by holiday spending patterns, as well as the timing and effectiveness of catalog mailings and general economic and other conditions. Because the wind-down of the
non-member catalog operation is complete, management expects the seasonal variations in consumer demand to have a less significant impact on the Company's membership business going forward
while fourth quarter consumer demand will continue to have a significant impact on ClickShip's business.

Inflation

Excluding increases in postage and paper costs, inflation has not had, and the Company does not expect it to have, a material impact on operating results.
There can be no assurances, however, that the Company's business will not be affected by inflation in the future.

Forward-Looking Information

Certain of the matters discussed herein are "forward-looking statements" intended to qualify for the safe harbor provisions from liability provided by the
Private Securities Litigation Reform Act of 1995. Important factors exist that could cause results to differ materially from those anticipated by some of the statements herein. In addition to
statements that are forward-looking by reason of context, the words "believe," "expect," "anticipate," "intend," "designed," "goal," "priority," "will" and similar expressions identify forward-looking
statements. Investors are cautioned that all forward-looking statements involve risks and uncertainties which could cause actual results to differ materially from expectations, including those
identified below:



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Shareholders,
potential investors and other readers are urged to consider these and other factors in evaluating the forward-looking statements made herein, all of which speak only as
of the date on which they are made and as to which the Company has no obligation to update publicly.

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## 

Part II.  Other Information

Item 1.  Legal Proceedings

On October 25, 1996, a currentPreferred Buyers' Club® member commenced an action against
the Company in a New Jersey state court. This action was styled on his behalf and on behalf of a class of the Company's customers, each of which are members of the Company's Preferred Buyers' Club®.
The plaintiff alleged that he and the other members of the proposed class have not received their full anticipated
benefits asPreferred Buyers' Club® members. During the third quarter of 2000, the case was successfully defended and a unanimous jury
verdict was awarded in favor of the Company.

On
August 29, 2000, the Company was served with a complaint styled as a class action in Minnesota State Court. The complaint is similar to complaints previously settled by the
Company with the Minnesota Attorney General on December 3, 1999, but also contends that certain of the Company's business practices violate other Minnesota consumer protection laws. The Company
intends to vigorously defend the allegations both on the merits and in regard to class status. Management believes that the resolution of this action will not have a material adverse effect on the
financial condition or results of operations of the Company.

Item 2.  Change in Securities and Use of Proceeds

On September 29, 2000, the Company issued 200,000 shares of a newly created Series D Preferred Stock, stated value of $100 per share, in a
private placement exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, to four institutional investors. The shares of Series D Preferred Stock are
convertible into the Company's Class A Common Stock at $12.94 per share subject to certain adjustments for future events, including the spinoff of ClickShip Direct or any delay therein. The
Series D Preferred Stock has a dividend rate of 6.5% per annum payable quarterly in cash or, at the option of the Company, shares of the Company's Class A Common Stock valued at 90% of
then current market price. Unless converted to Class A Common Stock, the Series D Preferred Stock will be redeemed on September 29, 2002 at the stated value of the shares in cash
or, at the option of the Company, for shares of the Company's Class A Common Stock valued at 90% of then current market
price. In addition, the Company issued Common Stock Purchase Warrants to the purchasers of the Series D Preferred Stock for an aggregate 772,798 shares of Class A Common Stock at an
exercise price of $16.17 per share, subject to adjustments similar to the Series D Preferred Stock. The Company also entered into a registration rights agreement with the purchasers of the
Series D Preferred Stock pursuant to which the Company agreed to register the resale of the shares of its Class A Common Stock that are issued upon conversion or redemption of the
Series D Preferred Stock, upon exercise of the Common Stock Purchase Warrants or as dividends in kind in lieu of cash in respect to the Series D Preferred Stock. The Company has filed a
Form S-3 registration statement with the Securities and Exchange Commission for the resale of those shares of its Class A Common Stock. In the event that the registration
statement is not effective by January 12, 2001, the Company will pay the holders of the Series D Preferred Stock a cash payment equal to 1% of the stated value of the shares of
Series D Preferred Stock that the holder owns for each 30 day period after January 12, 2001 that the registration statement has not been declared effective.

The
net cash proceeds from the issuance of the Series D Preferred Stock were approximately $18.95 million and will be used to supplement working capital.

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Item 6.  Exhibits and Reports on Form 8-K



|Exhibit No. |  | Description of Exhibit                                                                                                                                                 
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1         |  | Certificate of Designations, Preferences and Rights for Series D Preferred Stock (incorporated by reference to Exhibit 3.1 to Form 8-K Report dated September 29, 2000)
|10.1        |  | Securities Purchase Agreement dated September 29, 2000 (incorporated by reference to Exhibit 10.1 to Form 8-K Report dated September 29, 2000)                         
|10.2        |  | Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 10.2 to Form 8-K Report dated September 29, 2000)                                          
|10.3        |  | Registration Rights Agreement dated September 29, 2000 (incorporated by reference to Exhibit 10.3 to Form 8-K Report dated September 29, 2000)                         
|27          |  | Financial Data Schedule                                                                                                                                                
|            |  |                                                                                                                                                                        





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## 

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
thereunto duly authorized.

|                        |  | DAMARK INTERNATIONAL, INC.
|----------------------- |  | --------------------------
|Date: November 14, 2000 |  | By:                       

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