SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT
-------------------------
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended July 31, 1997
OR
[ ] TRANSITION REPORT
------------------
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
(No Fee Required)
For the transition period from __________________ to ___________________
Commission file number 0-21869
dELiA*s Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-3914035
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
435 Hudson Street, New York, New York 10014
(Address of principal executive offices)
(Zip Code)
(212) 807-9060
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
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 Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X NO
--- ---
Number of shares of Common Stock outstanding as of August 23, 1997: 13,002,977
<PAGE>
Certain statements contained herein, including, without limitation,
information appearing under Item 2, "Management's Discussion and Analysis of
Financial Condition and Results of Operations," are forward-looking statements
(within the meaning of Section 27A of the Securities Act of 1933, as amended
(the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")). Forward-looking statements involve a number of
risks and uncertainties including, but not limited to, general economic
conditions, increases in materials, printing, paper, postage, shipping and labor
costs, timing of catalog mailings, customer response rates, levels of
competition and other factors outside the control of the Company. These factors,
and other factors that appear with the forward-looking statements, or in the
Company's other Securities and Exchange Commission filings, including its
Registration Statement on Form S-1 filed on May 20, 1997, could affect the
Company's actual results and could cause the Company's actual results to differ
materially from those expressed in any forward-looking statements made by, or on
behalf of, the Company herein.
All references in this Report to a particular fiscal year refer to the year
ended January 31 following the particular year (e.g., "fiscal 1996" refers to
the fiscal year ending January 31, 1997). As used in this Report, references to
"dELiA*s" or the "Company" prior to the 1996 Reorganization (described in "Item
1--Consolidated Financial Statements") mean dELiA*s LLC and its predecessor and,
thereafter, dELiA*s Inc. and its subsidiaries.
PART I
FINANCIAL INFORMATION (Unaudited)
Item 1. Consolidated Financial Statements
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the requirements of Form 10-Q and therefore do not
include all information and footnotes required by generally accepted accounting
principles. However, in the opinion of management, all adjustments (which
consist only of normal recurring accruals) necessary for a fair presentation of
the results of operations for the relevant periods have been made. Results for
the interim periods are not necessarily indicative of the results to be expected
for the year.
2
<PAGE>
dELiA*s Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
<TABLE>
<CAPTION>
January 31, 1997 July 31, 1997
---------------- -------------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents.................................................. $21,316 $15,138
Short-term investments..................................................... -- 8,696
Receivables from related parties .......................................... 61 --
Merchandise inventories ................................................... 4,072 7,262
Prepaid expenses and other current assets ................................. 310 2,456
Deferred taxes ............................................................ 536 183
------- -------
Total current assets .................................................. 26,295 33,735
------- -------
PROPERTY AND EQUIPMENT--Net .................................................... 1,021 2,855
LONG-TERM INVESTMENTS .......................................................... -- 14,112
OTHER ASSETS .................................................................. 98 152
------- -------
TOTAL ASSETS .................................................................. $27,414 $50,854
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable .......................................................... $ 3,148 $ 4,760
Accrued expenses and other current liabilities ............................ 1,937 2,243
Sales return allowance .................................................... 372 364
Liabilities due to customers .............................................. 618 895
Income taxes payable ...................................................... 193 --
------- -------
Total current liabilities ............................................. 6,268 8,262
------- -------
DEFERRED CREDITS ............................................................... 14 108
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred Stock, par value $.01 per share;
Authorized--1,000,000 shares;
Shares issued and outstanding--none .............................. -- --
Common Stock, par value $.01 per share;
Authorized--50,000,000 shares;
Issued and outstanding--12,052,500 and 13,002,977
shares, at January 31, 1997 and July 31, 1997,
respectively ................................................... 121 130
Note receivable from stockholder .......................................... (50) --
Deferred compensation ..................................................... (147) (93)
Additional paid-in capital ................................................ 20,874 40,285
Retained earnings ......................................................... 334 2,162
------- -------
Total stockholders' equity ............................................ 21,132 42,484
------- -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ..................................... $27,414 $50,854
======= =======
</TABLE>
See Notes to Unaudited Consolidated Financial Statements
3
<PAGE>
dELiA*s Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share data)
<TABLE>
<CAPTION>
Three Months
Ended July 31,
--------------
1996 1997
---- ----
(Unaudited)
<S> <C> <C>
NET SALES .................................................................. $ 4,663 $16,091
COST OF SALES .................................................................. 2,233 7,826
-------- -------
GROSS PROFIT .................................................................. 2,430 8,265
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.................................... 2,149 7,237
INTEREST INCOME, NET............................................................ 11 320
-------- -------
INCOME BEFORE PROVISION FOR INCOME TAXES........................................ 252 1,348
PROVISION FOR INCOME TAXES...................................................... 4 448
-------- -------
NET INCOME .................................................................. $ 288 $ 900
======== =======
NET INCOME PER SHARE............................................................ $ 0.07
=======
SHARES USED IN THE CALCULATION OF NET
INCOME PER SHARE........................................................... 12,774
=======
Pro Forma Income Data (Unaudited)
Income before provision for income taxes as reported ...................... $ 292
Pro forma provision for income taxes....................................... 121
--------
Pro forma net income....................................................... $ 171
========
Pro forma net income per share............................................. $ 0.02
========
Shares used in the calculation of pro forma net
income per share........................................................ 10,000
========
Six Months
Ended July 31,
--------------
1996 1997
---- ----
(Unaudited)
NET SALES .................................................................. $ 8,372 $29,019
COST OF SALES .................................................................. 3,958 14,218
-------- -------
GROSS PROFIT .................................................................. 4,414 14,801
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.................................... 3,638 12,459
INTEREST INCOME, NET............................................................ 20 557
-------- -------
INCOME BEFORE PROVISION FOR INCOME TAXES........................................ 796 2,899
PROVISION FOR INCOME TAXES...................................................... 11 1,071
-------- -------
NET INCOME .................................................................. $ 785 $ 1,828
======== =======
NET INCOME PER SHARE............................................................ $ 0.15
=======
SHARES USED IN THE CALCULATION OF NET
INCOME PER SHARE........................................................... 12,472
=======
Pro Forma Income Data (Unaudited)
Income before provision for income taxes as reported ...................... $ 796
Pro forma provision for income taxes....................................... 328
--------
Pro forma net income....................................................... $ 468
========
Pro forma net income per share............................................. $ 0.05
========
Shares used in the calculation of pro forma net
income per share........................................................ 10,000
========
</TABLE>
See Notes to Unaudited Consolidated Financial Statements
4
<PAGE>
dELiA*s Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
Six Months
Ended July 31,
--------------
1996 1997
---- ----
(Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................................................. $ 785 $ 1,828
Adjustments to reconcile net income to net cash provided by (used in)
operating activities
Depreciation and amortization ........................................... 29 167
Compensation expense related to issuance of Restricted Stock ............ 26 54
Decrease in note receivable from stockholder............................. -- 50
Changes in operating assets and liabilities:
Receivables from related parties ................................. (50) 61
Merchandise inventories........................................... (1,294) (3,190)
Prepaid expenses and other current assets......................... (138) (2,146)
Deferred taxes ................................................... -- 353
Other assets...................................................... 1 (54)
Accounts payable ................................................. 946 1,612
Accrued expenses and other current liabilities ................... 419 306
Sales return allowance ........................................... 81 (8)
Liabilities due to customers ..................................... 85 277
Income taxes payable ............................................. (3) (193)
Deferred credits ................................................. 21 94
------- -------
Net cash provided by (used in) operating activities............................. 908 (789)
======= =======
FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures....................................................... (240) (2,001)
Purchases of held-to-maturity securities................................... -- (22,808)
------- -------
Net cash used in investing activities........................................... (240) (24,809)
======= =======
CASH FLOWS FROM FINANCING ACTIVITIES:
Net Proceeds from Issuance of Common Stock................................. -- 19,420
======= =======
INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS ................................. 668 (6,178)
CASH & CASH EQUIVALENTS--BEGINNING OF PERIOD..................................... 675 21,316
======= =======
CASH & CASH EQUIVALENTS--END OF PERIOD .......................................... $ 1,343 $15,138
======= =======
SUPPLEMENTARY CASH FLOW INFORMATION:
Income taxes paid ......................................................... $ 11 $ 1,076
======= =======
Interest paid ............................................................. $ 6 $ 6
======= =======
</TABLE>
See Notes to Unaudited Consolidated Financial Statements
5
<PAGE>
dELiA*s Inc. and Subsidiaries
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. Business
The Company is a direct marketer of casual apparel and related accessories
to teen girls and young women primarily between the ages of 10 and 24. The
Company offers a broad selection of merchandise, presented in distinctively
styled catalogs; the first catalog was distributed in March 1994. The Company
maintains a corporate headquarters, telemarketing and customer service group in
New York, New York and utilizes a third-party fulfillment facility for
processing merchandise in Lancaster, Pennsylvania.
The Company is subject to seasonal fluctuations in its merchandise sales
and results of operations. The Company expects its sales operating results
generally to be lower in the first and second quarters than in the third and
fourth quarters (which include the back-to-school and holiday seasons) of each
fiscal year.
dELiA*s Inc. (the "Company" or "dInc") is a successor to a business
originally founded in September 1993. In 1995, the successor business began to
operate as a New York limited liability company under the name dELiA*s LLC
("dLLC"). As a limited liability company, dLLC was treated for income tax
purposes as a partnership with taxes on the income generated by dLLC paid by its
members. In October 1996, dInc was incorporated in Delaware. Prior to the
completion of the Company's initial public offering of Common Stock of dInc (the
"IPO"), dLLC and dInc engaged in a reorganization transaction (the 1996
"Reorganization") pursuant to which dLLC contributed its assets to dInc and dInc
assumed, and agreed to pay, perform and discharge, all liabilities of dLLC
(except for income tax liabilities). In connection with the 1996 Reorganization,
dInc issued 10,000,000 shares of Common Stock to dLLC, of which 704,474 shares
are restricted under the Company's Restricted Stock Plan. The 1996
Reorganization also resulted in the distribution to existing members of dLLC of
$4,000,000 and the shares of Common Stock of dInc in accordance with the dLLC
operating agreement (the "LLC Distribution"). The accompanying financial
statements and footnotes are presented to reflect the 1996 Reorganization as
described above, which was accounted for on a basis similar to a pooling of
interests.
In June 1997, the Company completed a public offering of 1,000,000 shares
of Common Stock at a public offering price of $21.00 per share (the "1997
Offering"). The Company received net proceeds of $19.4 million
In July 1997, the dELiA*s business was reorganized into several
subsidiaries along functional business and geographic lines.
2. Summary of Significant Accounting Policies and Basis of Presentation
a. Principles of Consolidation--The consolidated financial statements
include the accounts of dInc and subsidiaries, all of which are wholly-owned.
All significant intercompany balances and transactions have been eliminated in
consolidation.
b. Unaudited Interim Financial Statements--In the opinion of management,
the unaudited financial statements for the six month periods ended July 31, 1996
and 1997 are presented on a basis consistent with the audited financial
statements and reflect all adjustments, consisting of only normal recurring
adjustments, necessary for a fair presentation of the results thereof. The
results of operations for interim periods are not necessarily indicative of the
results to be expected for the entire year.
6
<PAGE>
dELiA*s Inc. and Subsidiaries
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
c. Recent Accounting Pronouncements--Statement of Financial Accounting
Standards ("SFAS") No. 129, "Disclosure of Information About Capital Structure,"
was issued in February 1997 and is effective for periods ending after December
15, 1997. This statement establishes standards for disclosing information about
an entity's capital structure by superseding and consolidating previously issued
accounting standards. The financial statements of the Company are prepared in
accordance with the requirements of SFAS No. 129.
3. Property and Equipment
Major classes of property and equipment are as follows:
<TABLE>
<CAPTION>
Estimated January 31, July 31,
Useful Lives 1997 1997
------------ ----------- --------
(Unaudited)
<S> <C> <C> <C>
Furniture, fixtures and equipment................ 5-10 years $ 936,000 $2,424,000
Leasehold improvements........................... Term of lease 180,000 693,000
--------- ----------
Total--at cost................................... 1,116,000 3,117,000
Less accumulated depreciation and
amortization................................... 95,000 262,000
--------- ----------
Total property and equipment--net................ $1,021,000 $2,855,000
========= ==========
</TABLE>
4. Credit and Financing Agreements
At July 31, 1997, the Company had a line of credit agreement with a bank
providing for short-term loans of up to $5.0 million subject to bank approval.
Borrowings under the agreement are secured by all assets of the Company except
for merchandise inventories and bear interest at the prime rate plus two percent
(10.25 percent and 10.5 percent at January 31, 1997 and July 31, 1997,
respectively). There were no funds borrowed under the agreement during the
fiscal year ended January 31, 1997 and the six month period ended July 31, 1997.
Outstanding letters of credit established to facilitate international
merchandise purchases at July 31, 1997 were $864,000.
5. Stock Options
In the six month period ended July 31, 1997, options to purchase an
aggregate of 222,362 shares of Common Stock were granted to 21 employees of the
Company. These options will become exercisable over a period of eleven months to
five years from the date of grant. The exercise price per share of each such
option is equal to the fair market value of the Common Stock on the date of
grant.
A summary of the status of all plan and non-plan options to purchase shares
of Common Stock outstanding as of January 31, 1997 and July 31, 1997 (unaudited)
follows:
7
<PAGE>
dELiA*s Inc. and Subsidiaries
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
<TABLE>
<CAPTION>
Fiscal Year 1996 Six Months
Ended January 31, 1997 Ended July 31, 1997
---------------------- -------------------
Weighted Weighted
Options Exercise Price Options Exercise Price
------- -------------- ------- --------------
<S> <C> <C> <C> <C>
Outstanding at beginning of period -- $ -- 383,750 $11.00
Granted 383,750 11.00 222,362 18.20
Exercised -- -- -- --
Cancelled -- -- -- --
------- ------ ------- ------
Outstanding at end of period 383,750 $11.00 606,112 $13.64
======= ====== ======= ======
Options exercisable
at end of period -- -- 50,000 $11.00
======= ====== ======= ======
</TABLE>
The Company applies APB No. 25 and related interpretations in accounting
for its stock option and purchase plans. Accordingly, no compensation expense
has been recognized for those plans in the year ended January 31, 1997 and the
three month period ended July 31, 1997. Had compensation expense been determined
based on the fair value of stock option grants on the date of grant consistent
with SFAS No. 123, the effect on the Company's net income and earnings per share
for the year ended January 31, 1997 would not have been material.
The estimated fair market value of options granted during the year ended
January 31, 1997 was $4.08 per share. The fair value of options granted by the
Company during the year ended January 31, 1997 was estimated using the
Black-Scholes option-pricing model with the following weighted average
assumptions used: no dividend yield; expected volatility (based on comparable
stocks) of 45 percent; risk-free interest rate of 6.4 percent; expected lives of
three to five years.
8
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion and analysis should be read in conjunction with
the Company's Consolidated Financial Statements and Notes thereto included
elsewhere in this Report.
Overview
The Company was founded in 1993 and distributed its first catalog in 1994
through a network of on-campus college representatives. In late 1994 and early
1995, in an effort to broaden the reach of its catalogs, the Company changed its
primary channel of distribution from college representatives to direct mail.
This change has resulted in a substantial increase in the Company's sales. In
order to support its direct marketing operations, the Company has made
significant capital expenditures for telephone and management information
systems and has hired and maintained an in-house workforce of teleservice
representatives.
The Company initially mailed catalogs to persons responding to
advertisements and to names on rented lists. The Company has built a proprietary
list of "house names" (customers who have made at least one purchase or have
requested a catalog from the Company in the preceding 36 months), which
currently contains approximately 2.3 million names, primarily through referrals,
word-of-mouth, returns of catalog request cards and targeted classified
advertising in selected magazines. A significant portion of the Company's
catalogs is mailed to house names, supplemented by purchased and rented lists.
The response rates generated from its house list are typically higher than those
the Company realizes from purchased or rented lists.
The Company plans to increase the number of catalogs it distributes from 8
million in fiscal 1996 to at least 28 million in fiscal 1997 and in excess of 45
million in fiscal 1998. The Company distributed six editions of its catalog in
fiscal 1996 and anticipates distributing eight editions in fiscal 1997. As the
Company continues to increase its prospecting efforts and the number of catalogs
it distributes, the Company intends to increase its aggregate marketing
expenditures, which may result in a decrease in operating margin. With increased
catalog distribution, there can be no assurance that response rates will not
decline in the future. Response rates have typically fluctuated on a
year-to-year and catalog-to-catalog basis. Response rates are influenced by a
number of factors including the timing of catalog mailings, market acceptance of
the Company's merchandise and the mix and presentation of products and actions
of competitors. Average order size has also fluctuated seasonally. Generally,
the average size of orders from the Company's fall and winter catalogs is larger
than the average size of orders from its spring and summer catalogs.
The Company is currently attempting to increase the flexibility of its
catalog publishing schedule and reduce the lead time for inventory purchases to
take better advantage of early indicators of customer purchasing patterns and
reduce its exposure to the risk of inventory obsolescence. To facilitate its
publishing strategy, the Company has developed its in-house art department to
allow for shorter and more flexible publishing schedules. In addition, at the
Company's request, certain of the Company's vendors have agreed to purchase raw
materials in advance and in excess of the Company's initial purchase orders.
This allows the Company to place orders later in a season in response to early
indicators of customer demand while reducing the Company's inventory risk.
Although the Company sometimes shares the risk of these raw material orders with
such vendors, these advance purchases limit its exposure to the greater risk of
unsold finished goods. The Company believes these actions helped to improve its
overall profitability in fiscal 1996 and the first six months of fiscal 1997.
The Company believes that as its revenue base grows and it further
penetrates its target market, the Company may not be able to sustain the levels
of percentage annual growth in net sales and growth in operating income
experienced in fiscal 1995 and fiscal 1996. Additionally, legislation introduced
in the
9
<PAGE>
U.S. Congress that proposes restrictions on persons, principally list brokers,
that sell, purchase or otherwise use for commercial purposes personal
information about teens (under the age of 16) and children could adversely
affect the Company's use of purchased and rented lists, as well as the Company's
ability to generate new names for its proprietary database. Although the Company
is not a list broker, it does mail catalogs to persons whose names are derived
from purchased and rented lists. Approximately 40% of the names of persons to
whom the Company mailed its summer 1997 catalogs were derived from purchased and
rented lists. However, the Company's use of purchased and rented lists has been
declining relative to the use of its house list. The Company regularly explores
new methods for developing its house list and believes it will be able to
continue to develop this list through advertising and new channels for the
distribution of its catalogs. There can be no assurance, however, that the
Company will be able to develop its house list.
The Company began operating its own warehouse and fulfillment operations on
June 30, 1997 in a leased facility located in Hanover, Pennsylvania. Prior to
that date, the Company used an unaffiliated third-party fulfillment contractor
to process and fulfill orders. Starting in the second quarter of fiscal 1997,
the Company has begun to incur additional expenses as a result of moving to and
operating the new facility, and will make substantial investments in plant and
equipment to improve the new facility. See "--Liquidity and Capital Resources."
On December 24, 1996, the Company sold 2,052,500 shares of Common Stock in
the IPO. The Company has invested the net proceeds it received from the IPO,
consisting of $19.8 million, in interest-bearing, investment-grade securities.
On June 9, 1997, the Company completed the 1997 Offering in which it
received net proceeds of $19.4 million. The Company has invested the net
proceeds it received from the 1997 Offering in interest-bearing,
investment-grade securities. Stockholders of the Company sold an additional
1,300,000 shares in the 1997 Offering.
On July 1, 1997, the dELiA*s business was reorganized into several
subsidiaries along functional business and geographic lines. In connection with
this reorganization, the Corporation expects to realize certain state tax
savings in the second half of fiscal 1997 and thereafter.
Results of Operations
The following table sets forth, for the periods indicated, the percentage
relationship of certain items from the Company's statement of operations to net
sales. Any trends reflected by the following table may not be indicative of
future results.
Six Months
Ended July 31,
--------------
1996 1997
---- ----
(Unaudited)
Net sales 100.0% 100.0%
Cost of sales 47.3 49.0
----- -----
Gross profit 52.7 51.0
Selling, general and administrative expenses 43.4 42.9
Interest income, net 0.2 1.9
----- -----
Income before provision for income taxes 9.5 10.0
Provision for income taxes 0.1 3.7
----- -----
Net income 9.4% 6.3%
----- -----
Pro forma net income (1) 5.6% 6.3%
===== =====
- ------------------------
(1) Pro forma net income for the six months ended July 31, 1996 is adjusted to
reflect the Company's financial statements as if it had been a C
corporation for the entire period. During the fourth quarter
10
<PAGE>
of fiscal 1996, the Company converted from a limited liability company to a
C corporation. Pro forma net income for the six months ended July 31, 1997
represents actual reported net income.
Comparison of Three Months Ended July 31, 1996 and 1997
Net Sales. Net sales increased approximately $11.4 million, from $4.7
million in the second quarter of fiscal 1996 to $16.1 million in the second
quarter of fiscal 1997. The increase in net sales was primarily due to an
increase in the number of catalogs mailed. The Company increased the number of
catalogs it distributed to 5.6 million in the second quarter of fiscal 1997 from
1.4 million in the second quarter of fiscal 1996. Aggregate response rates from
catalogs distributed in the second quarter of fiscal 1997 declined relative to
catalogs distributed in the second quarter of fiscal 1996 as the Company mailed
additional catalog editions during the second quarter of fiscal 1997 to a large
number of persons who had received a prior edition of those catalogs earlier in
the period. The Company believes aggregate response rates will usually decline
when it mails additional catalog editions within the same fiscal period.
Gross Margin. Gross margin decreased from 52.1% in the second quarter of
fiscal 1996 to 51.4% in the second quarter of fiscal 1997. The decrease in gross
margin was due primarily to increased reserves for returns and inventory
obsolescence consistent with the Company's recent growth based upon management's
evaluation of merchandise inventories as of July 31, 1997 and the sale of
merchandise at a discount though sales circulars. In contrast, in the second
quarter of fiscal 1996, the Company had negligible carryover inventory, and thus
no discounted sales, as a result of a one-time liquidation of over-stocked
merchandise in the fourth quarter of fiscal 1995.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased approximately $5.1 million, from $2.1 million
in the second quarter of fiscal 1996 to $7.2 million in the second quarter of
fiscal 1997. Selling, general and administrative expenses decreased as a
percentage of net sales from 46.1% in the second quarter of fiscal 1996 to 45.0%
in the second quarter of fiscal 1997. The decrease was primarily due to lower
processing costs in adding new names to its proprietary database, as well as the
Company's ability to leverage certain fixed expenses over a greater revenue
base. The decrease was partly offset by expenses associated with the transition
to the Company's new warehouse facility and higher expenditures on corporate
salaries, telemarketing staff and additional information systems in anticipation
of future sales growth, as well as additional marketing expenditures as the
Company increased the number of catalogs it mailed.
Interest Income, Net. Interest income, net, increased approximately
$309,000, from $11,000 in the second quarter of fiscal 1996 to $320,000 in the
second quarter of fiscal 1997. The increase in interest income, net, was
primarily due to the Company's investment of the net proceeds from the IPO and
the 1997 Offering, which proceeds were received in the fourth quarter of fiscal
1996 and the second quarter of fiscal 1997, respectively.
Provision for Income Taxes. Provision for income taxes increased
approximately $444,000 from $4,000 in the second quarter of fiscal 1996 to
$448,000 in the second quarter of fiscal 1997. This increase was almost entirely
due to the 1996 Reorganization, which was effected in the fourth quarter of
fiscal 1996, in which the Company converted from a limited liability company to
a C corporation. See Note 1 of "Item 1--Consolidated Financial Statements."
Comparison of Six Months Ended July 31, 1996 and 1997
Net Sales. Net sales increased approximately $20.6 million, from $8.4
million in the first six months of fiscal 1996 to $29.0 million in the first six
months of fiscal 1997. The increase in net sales was primarily due to an
increase in the number of catalogs mailed. The Company increased the number of
catalogs it distributed to 10.4 million in the first six
11
<PAGE>
months of fiscal 1997 from 2.5 million in the first six months of fiscal 1996.
Aggregate response rates from catalogs distributed in the first six months of
fiscal 1997 declined relative to catalogs distributed in the first six months of
fiscal 1996, as the Company mailed additional catalog editions during the first
quarter and second quarters of 1997 to a large number of persons who had
received a prior edition of those catalogs earlier in the period. The Company
believes aggregate response rates will usually decline when it mails additional
catalog editions within the same fiscal period.
Gross Margin. Gross margin decreased from 52.7% in the first six months of
fiscal 1996 to 51.0% in the first six months of fiscal 1997. The decrease in
gross margin was due primarily to increased reserves for returns and inventory
obsolescence consistent with the Company's recent growth based upon management's
evaluation of merchandise inventories as of July 31, 1997 and the sale of
merchandise at a discount though sales circulars. In contrast, in the first six
months of fiscal 1996, the Company had negligible carryover inventory, and thus
no discounted sales, as a result of a one-time liquidation of over-stocked
merchandise in the fourth quarter of fiscal 1995.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased approximately $8.9 million, from $3.6 million
in the first six months of fiscal 1996 to $12.5 million in the first six months
of fiscal 1997. Selling, general and administrative expenses decreased as a
percentage of net sales from 43.4% in the first six months of fiscal 1996 to
42.9% in the first six months of fiscal 1997. The decrease was primarily due to
lower processing costs in adding new names to its proprietary database, as well
as the Company's ability to leverage certain fixed expenses over a greater
revenue base. The decrease was partly offset by expenses associated with the
transition to the Company's new warehouse facility and higher expenditures on
corporate salaries, telemarketing staff and additional information systems in
anticipation of future sales growth, as well as additional marketing
expenditures as the Company increased the number of catalogs it mailed.
Interest Income, Net. Interest income, net, increased approximately
$537,000, from $20,000 in the first six months of fiscal 1996 to $557,000 in the
first six months of fiscal 1997. The increase in interest income, net, was
primarily due to the Company's investment of the net proceeds from the IPO and
the 1997 Offering, which proceeds were received in the fourth quarter of fiscal
1996 and the second quarter of fiscal 1997, respectively.
Provision for Income Taxes. Provision for income taxes increased
approximately $1.1 million, from $11,000 in the first six months of fiscal 1996
to $1.1 million in the first six months of fiscal 1997. This increase was almost
entirely due to the 1996 Reorganization, which was effected in the fourth
quarter of fiscal 1996, in which the Company converted from a limited liability
company to a C corporation. See Note 1 of "Item 1--Consolidated Financial
Statements."
Selected Quarterly Results of Operations
The following table sets forth certain unaudited statements of operations
data for the six quarters ended July 31, 1997, as well as such data expressed as
a percentage of the Company's total net sales for the periods indicated. This
data has been derived from unaudited financial statements that, in the opinion
of management, include all adjustments (consisting only of normal recurring
adjustments) necessary for fair presentation of such information when read in
conjunction with the Company's annual audited financial statements and notes
thereto.
12
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
Quarter Ended
--------------------------------------------------- -- ---------------------------
Fiscal 1996 Fiscal 1997
--------------------------------------------------- ---------------------------
Apr. 30, July 31, Oct. 31, Jan. 31, Apr. 30, July 31,
1996 1996 1996 1997 1997 1997
--------- -------- -------- -------- --------- --------
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
Net sales....................... $ 3,709 $ 4,663 $ 7,110 $ 14,743 $ 12,928 $16.091
Cost of sales................... 1,725 2,233 3,463 7,203 6,392 7,826
--------- -------- -------- -------- --------- --------
Gross profit.................... 1,984 2,430 3,647 7,540 6,536 8,265
Selling, general and
Administrative expenses...... 1,489 2,149 2,693 5,519 5,222 7,237
Interest income, net............ 9 11 4 152 237 320
--------- -------- -------- -------- --------- --------
Income before provision for
income taxes................ 504 292 958 2,173 1,551 1,348
Provision (benefit) for income
Taxes....................... 7 4 4 (343) 623 448
--------- -------- -------- -------- --------- --------
Net income...................... $ 497 $ 288 $ 954 $ 2,516 $ 928 $ 900
--------- -------- -------- -------- --------- --------
Pro forma net income(1)......... $ 297 $ 171 $ 567 $ 1,272 $ 928 $ 900
========= ======== ======== ======== ========= ========
Percentage of Total Net Sales
----------------------------------------------------------------------------------
Net sales....................... 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of Sales................... 46.5 47.9 48.7 48.9 49.4 48.6
--------- -------- -------- -------- --------- --------
Gross profit.................... 53.5 52.1 51.3 51.1 50.6 51.4
Selling, general and
administrative expenses..... 40.1 46.0 37.9 37.4 40.4 45.0
Interest income, net............ 0.2 0.2 0.1 1.0 1.8 2.0
--------- -------- -------- -------- --------- --------
Income before provision for
income taxes................ 13.6 6.3 13.5 14.7 12.0 8.4
Provision (benefit) for income
taxes....................... 0.2 0.1 0.1 (2.3) 4.8 2.8
--------- -------- -------- -------- --------- --------
Net income...................... 13.4% 6.2% 13.4% 17.1% 7.2% 5.6%
--------- -------- -------- -------- --------- --------
Pro forma net income............ 8.0% 3.7% 8.0% 8.6% 7.2% 5.6%
========= ======== ======== ======== ========= ========
</TABLE>
- ------------------------
(1) Pro forma net income for the six months ended July 31, 1996 is adjusted to
reflect the Company's financial statements as if it had been a C
corporation for the entire period. During the fourth quarter of fiscal
1996, the Company converted from a limited liability company to a C
corporation. Pro forma net income for the six months ended July 31, 1997
represents actual reported net income.
The Company is subject to seasonal fluctuations in its merchandise sales
and results of operations. The Company expects its net sales and results of
operations generally to be lower in the first and second quarters than in the
third and fourth quarters of each fiscal year (which include the back-to-school
and holiday seasons). The Company's quarterly results may fluctuate as a result
of numerous factors, including the timing, quantity and cost of catalog
mailings, the timing of sale circulars and liquidations, the timing of
merchandise deliveries, market acceptance of the Company's merchandise
(including new merchandise categories or products introduced), the mix of
products sold, the hiring and training of additional personnel, the timing of
inventory writedowns, the incurrence of other operating costs and factors beyond
the Company's control, such as general economic conditions and actions of
competitors. Accordingly, the results of operations in any quarter will not
necessarily be indicative of the results that may be achieved for a full fiscal
year or any future quarter.
Liquidity and Capital Resources
13
<PAGE>
Since its inception, the Company has met its operating and cash
requirements through funds generated from operations, the private sales of
equity securities, the IPO and, most recently, the 1997 Offering. All of the
Company's working capital needs have been satisfied by cash provided by
operations since the third quarter of fiscal 1995. Cash provided by operations
in the first six months of fiscal 1996 was $908,000 and cash used in operations
in the first six months of fiscal 1997 was $789,000.
Cash used in investing in the first six months of fiscal 1996 and 1997 was
$240,000 and $24.8 million, respectively, as the Company invested the net
proceeds of the 1997 Offering in interest-bearing, investment-grade securities.
The Company expects to make capital expenditures of approximately $1.5 million
to upgrade its management information systems in fiscal 1997. The Company also
anticipates capital expenditures of at least $1.5 million in property, plant and
equipment, including leasehold improvements, office equipment and expenditures
relating to the Company's new warehouse and distribution operations. See
"--Results of Operations."
Cash flows from financing activities in the first six months of fiscal 1997
were $19.4 million as a result of the 1997 Offering; the Company did not engage
in any financing activities in the first six months of fiscal 1996.
Cash and cash equivalents decreased by approximately $6.2 million to $15.1
million at July 31, 1997 from January 31, 1997, as the Company received $19.4 in
net proceeds from the 1997 Offering, offset by the Company's shift of a portion
of its investments to securities with maturities of greater than 90 days and
increased its inventory position during the six months ended July 31, 1997.
During the fiscal year prior to the IPO, the Company operated as a limited
liability company with taxes paid by its members. Following the 1996
Reorganization in which the Company's business was transferred to a Delaware
corporation, the Company ceased to be a flow-through entity and is now liable
for applicable income taxes.
The Company has a revolving line of credit for seasonal working capital,
collateralized by all of the Company's assets other than inventory. The maximum
amount available under the line of credit is $5.0 million. The interest rate on
the line of credit is the lending bank's prime rate (10.5% at July 31, 1997).
The line expires on July 31, 1998. The Company has not drawn on this line.
The Company believes that its cash on hand, together with cash generated by
operations, will be sufficient to meet its capital and operating requirements
through at least fiscal 1997. The Company's future capital requirements,
however, depend on numerous factors, including, without limitation, the success
of its marketing, sales and distribution efforts. There can be no assurance that
additional funds, if required, will be available to the Company on favorable
terms or at all.
Inflation
The Company does not believe that inflation has had a material adverse
effect on net sales or results of operation. The Company has generally been able
to pass on increased costs related to inflation through increases in its prices
to customers.
Recent Accounting Pronouncements
In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based
Compensation," which is effective for the Company beginning February 1, 1996.
SFAS No. 123 requires disclosures of stock-based compensation arrangements with
employees and encourages (but does not require) compensation expense to be
measured based on the fair value of the equity instrument awarded. Companies are
permitted, however, to continue to apply APB No. 25, which recognizes
compensation costs based on the intrinsic value of the equity instrument
awarded. The Company will continue to apply APB No. 25 to its stock-based
compensation awards to employees. The required disclosures of pro forma
14
<PAGE>
effects on net income and earnings per share are described in Note 12 of "Item
1--Consolidated Financial Statements."
In February 1997, the FASB issued SFAS No. 128, "Earnings per Share"
("EPS"), which is effective for both interim and annual periods ending after
December 15, 1997. SFAS No. 128 supersedes APB No. 15 and specifies the
computation, presentation and disclosure requirement for basic and diluted EPS.
The Company has determined that the adoption of this new standard would not have
had a material effect on EPS for all periods presented.
In February 1997, the FASB issued SFAS No. 129, "Disclosure of Information
About Capital Structure," which is effective for periods ending after December
15, 1997. This statement establishes standards for disclosing information about
an entity's capital structure by superseding and consolidating previously issued
accounting standards. The financial statements of the Company are prepared in
accordance with the requirements of SFAS No.
129.
15
<PAGE>
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not involved in any legal proceedings that management
believes would have a material adverse effect on the Company's financial
position or results of operations.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders of the Company was held on June 30,
1997, for the purpose of: (i) electing two directors, and (ii) ratifying the
selection of auditors for the current fiscal year. Proxies were solicited by
management pursuant to Regulation 14 under the Securities Exchange Act of 1934.
There was no solicitation in opposition to management's proposals and nominees,
and all such proposals were adopted and nominees elected.
With respect to the re-election of Mr. S. Roger Horchow and Mr. Joseph J.
Pinto as directors of the Company, the number of shares of Common Stock voted
was as follows:
Director For Withheld Abstain
-------- --- -------- -------
S. Roger Horchow 11,655,495 4,500 5,000
Joseph J. Pinto 11,655,495 4,500 5,000
The terms of office of directors Christopher C. Edgar, Stephen I. Kahn,
Sidney S. Kahn and Geraldine Karetsky continued after the meeting.
With respect to the ratification of Deloitte & Touche LLP as independent
auditors for the current fiscal year, the number of shares of Common Stock voted
was as follows:
For Withheld Abstain
--- -------- -------
11,661,195 0 3,800
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
2.1 Bill of Sale and Contribution and Assumption Agreement between
dELiA*s LLC and the Company (incorporated by reference to
Exhibit 2.1 to the Company's Registration Statement on Form
S-1 (Registration No. 333-15153))
3.1 Certificate of incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1 (Registration No. 333-15153))
16
<PAGE>
3.2 Bylaws of the Company (incorporated by reference to Exhibit
3.2 to the Company's Registration Statement on Form S-1
(Registration No. 333-15153))
10.1 Form of Employment Agreement between the Company and Stephen
I. Kahn (incorporated by reference to Exhibit 10.1 to the
Company's Registration Statement on Form S-1 (Registration No.
333-15153))
10.2 Employment Agreement between the Company and Christopher C.
Edgar (incorporated by reference to Exhibit 10.2 to the
Company's Registration Statement on Form S-1 (Registration No.
333-15153))
10.3 Employment Agreement between the Company and Evan Guillemin
(incorporated by reference to Exhibit 10.3 to the Company's
Registration Statement on Form S-1 (Registration No.
333-15153))
10.4 Form of Family Stockholders Agreement among the Company,
Stephen I. Kahn and the persons listed on exhibit A thereto
(incorporated by reference to Exhibit 10.4 to the Company's
Registration Statement on Form S-1 (Registration No.
333-15153))
10.5 1996 Stock Incentive Plan (incorporated by reference to
Exhibit 10.5 to the Company's Registration Statement on Form
S-1 (Registration No. 333-15153))
10.6 Restricted Stock Plan (incorporated by reference to Exhibit
10.6 to the Company's Registration Statement on Form S-1
(Registration No. 333-15153))
10.7 Stock Option Agreement between the Company and Evan Guillemin
(incorporated by reference to Exhibit 10.7 to the Company's
Registration Statement on Form S-1 (Registration No.
333-15153))
10.8 [omitted]
10.9 Lease Agreement dated May 3, 1995 between the Company and The
Rector, Church-Wardens and Vestrymen of Trinity Church in the
City of New-York (the "Lease Agreement"); Modification and
Extension of Lease Agreement dated September 26, 1996
(incorporated by reference to Exhibit 10.9 to the Company's
Registration Statement on Form S-1 (Registration No.
333-15153))
10.10 Form of Restricted Stock Agreements between the Company and
holders of Common Stock subject to the Restricted Stock Plan
(incorporated by reference to Exhibit 10.10 to the Company's
Registration Statement on Form S-1 (Registration No.
333-15153))
10.11 [omitted]
10.12 Lease Agreement dated April 25, 1997 between the Company and
Keystone Distribution Center, Inc. (incorporated by reference
to Exhibit 10.12 to the Company's Annual Report on Form 10-K
for the fiscal year ended April 30, 1997).
10.13 (incorporated by reference to Exhibit 10.13 to the Company's
Annual Report on Form 10-K for the fiscal year ended April 30,
1997).
27 Financial Data Schedule
(b) The Company did not file any reports on Form 8-K during the second
quarter of fiscal 1997.
17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
dELiA*s Inc.
(Registrant)
Date: September 11, 1997
By: /s/ Stephen I. Kahn
-------------------
Stephen I. Kahn
Chairman of the Board, President and
Chief Executive Officer
By: /s/ Evan Guillemin
--------------
Evan Guillemin
Chief Financial Officer and Treasurer
(principal financial and accounting officer)
18
<PAGE>
Exhibit Index
2.1 Bill of Sale and Contribution and Assumption Agreement between dELiA*s
LLC and the Company (incorporated by reference to Exhibit 2.1 to the
Company's Registration Statement on Form S-1 (Registration No.
333-15153))
3.1 Certificate of incorporation of the Company (incorporated by reference
to Exhibit 3.1 to the Company's Registration Statement on Form S-1
(Registration No. 333-15153))
3.2 Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-1 (Registration No.
333-15153))
10.1 Form of Employment Agreement between the Company and Stephen I. Kahn
(incorporated by reference to Exhibit 10.1 to the Company's
Registration Statement on Form S-1 (Registration No. 333-15153))
10.2 Employment Agreement between the Company and Christopher C. Edgar
(incorporated by reference to Exhibit 10.2 to the Company's
Registration Statement on Form S-1 (Registration No. 333-15153))
10.3 Employment Agreement between the Company and Evan Guillemin
(incorporated by reference to Exhibit 10.3 to the Company's
Registration Statement on Form S-1 (Registration No. 333-15153))
10.4 Form of Family Stockholders Agreement among the Company, Stephen I.
Kahn and the persons listed on exhibit A thereto (incorporated by
reference to Exhibit 10.4 to the Company's Registration Statement on
Form S-1 (Registration No. 333-15153))
10.5 1996 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to
the Company's Registration Statement on Form S-1 (Registration No.
333-15153))
10.6 Restricted Stock Plan (incorporated by reference to Exhibit 10.6 to the
Company's Registration Statement on Form S-1 (Registration No.
333-15153))
10.7 Stock Option Agreement between the Company and Evan Guillemin
(incorporated by reference to Exhibit 10.7 to the Company's
Registration Statement on Form S-1 (Registration No. 333-15153))
10.8 [omitted]
10.9 Lease Agreement dated May 3, 1995 between the Company and The Rector,
Church-Wardens and Vestrymen of Trinity Church in the City of New-York
(the "Lease Agreement"); Modification and Extension of Lease Agreement
dated September 26, 1996 (incorporated by reference to Exhibit 10.9 to
the Company's Registration Statement on Form S-1 (Registration No.
333-15153))
10.10 Form of Restricted Stock Agreements between the Company and holders of
Common Stock subject to the Restricted Stock Plan (incorporated by
reference to Exhibit 10.10 to the Company's Registration Statement on
Form S-1 (Registration No. 333-15153))
10.11 [omitted]
10.12 Lease Agreement dated April 25, 1997 between the Company and Keystone
Distribution Center, Inc. (incorporated by reference to Exhibit 10.12
to the Company's Annual Report on Form 10-K for the fiscal year ended
April 30, 1997).
10.13 Agreement dated April 4, 1997 between the Company and The Rector,
Church Wardens and Vestrymen of Trinity Church in the City of New York
(incorporated by reference to Exhibit 10.13 to the Company's Annual
Report on Form 10-K for the fiscal year ended April 30, 1997).
27 Fiancial Data Schedule
19
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-31-1996
<PERIOD-START> FEB-01-1997
<PERIOD-END> JUL-31-1997
<EXCHANGE-RATE> 1
<CASH> 15,138
<SECURITIES> 8,696
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 7,262
<CURRENT-ASSETS> 33,735
<PP&E> 2,456
<DEPRECIATION> (262)
<TOTAL-ASSETS> 50,854
<CURRENT-LIABILITIES> 8,262
<BONDS> 0
0
0
<COMMON> 130
<OTHER-SE> 42,354
<TOTAL-LIABILITY-AND-EQUITY> 50,854
<SALES> 29,019
<TOTAL-REVENUES> 29,019
<CGS> 14,218
<TOTAL-COSTS> 26,677
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,899
<INCOME-TAX> 1,071
<INCOME-CONTINUING> 1,828
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,828
<EPS-PRIMARY> 015
<EPS-DILUTED> 015
</TABLE>
