As filed with the Securities and Exchange Commission on September 11, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 10, 1998
dELiA*s Inc.
(Exact name of Registrant as specified in charter)
Delaware 0-21869 13-3914035
(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification
incorporation) Number)
435 Hudson Street
New York, New York 10014
(Address of principal (Zip Code)
executive officers)
(212) 807-9060
(Registrant's telephone number, including area code)
<PAGE>
This Form 8-K/A amends and completes the Registrant's Form 8-K filed on July 27,
1998.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired
Financial Statements of Screeem and Jean Country Business
(i) Independent Auditors' Report
(ii) Statements of Net Assets to be Acquired as of March 28, 1998
(unaudited) and December 27, 1997
(iii) Statements of Revenues and Direct Expenses Before Interest and
Taxes for the three months ended March 28, 1998 and March 29,
1997 (unaudited) and the year ended December 27, 1997
(iv) Notes to Financial Statements
(b) Pro Forma Financial Information
(i) Introduction to Unaudited Pro Forma Condensed Combined
Financial Information
(ii) Unaudited Pro Forma Condensed Combined Balance Sheet as of
April 30, 1998
(iii) Unaudited Pro Forma Condensed Combined Statement of Operations
for the three months ended April 30, 1998
(iv) Unaudited Pro Forma Condensed Combined Statement of Operations
for the fiscal year ended January 31, 1998
(v) Notes to Unaudited Pro Forma Condensed Financial Information
(c) Exhibits
Exhibit 2.1 Asset Purchase Agreement dated June 1, 1998 by and
among dELiA*s Inc., Screeem! Inc., American Retail
Enterprises, L.P., Retail Apparel Services Corp.,
Landmark Pants Corp. and the entities listed on
Annex I thereto (the "Asset Purchase Agreement").*
Exhibit 2.2 Amendment No. 1 to the Asset Purchase Agreement.*
Exhibit 2.3 Amendment No. 2 to the Asset Purchase Agreement.*
Exhibit 2.4 Letter Agreement dated June 1, 1998, relating to the
Asset Purchase Agreement (the "Letter Agreement").*
Exhibit 2.5 Amendment No. 1, dated July 10, 1998 to the Letter
Agreement.*
Exhibit 23.1 Consent of Independent Auditors.
- ------------
* Previously filed.
<PAGE>
INDEPENDENT AUDITORS' REPORT
To The Partners
American Retail Enterprises, L.P.
We have audited the accompanying statement of net assets to be acquired of the
Screeem and Jean Country Business (the "Business"), comprising twenty six retail
stores owned by American Retail Enterprises, L.P. ("ARE"), as of December 27,
1997 and the related statement of revenues, direct expenses and identified
corporate expenses before interest and taxes for the year then ended. These
financial statements are the responsibility of American Retail Enterprises, L.P.
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets to be acquired of the Business as of December 27, 1997
and the results of its revenues, direct expenses and identified corporate
expenses before interest and taxes for the year then ended in conformity with
generally accepted accounting principals.
As discussed in Note 2 to the financial statements, the Business comprises
twenty six retail stores owned by ARE. The Business receives managerial,
administrative and other support from ARE and other Affiliated Companies.
Certain expenses included in the financial statements represent allocations of
amounts applicable to ARE and other Affiliated Companies. As a result, the
Business net assets to be acquired and the results of its revenues, direct
expenses and identified corporate expenses before interest and taxes may not be
indicative of conditions that would have existed or results that would have
occurred had the Business operated as an unaffiliated entity.
Patrusky, Mintz & Semel
New York, New York
June 29, 1998
<PAGE>
SCREEEM AND JEAN COUNTRY BUSINESS
(COMPRISING TWENTY SIX RETAIL STORES
OWNED BY AMERICAN RETAIL ENTERPRISES, L.P.)
STATEMENTS OF NET ASSETS TO BE ACQUIRED
(in thousands)
<TABLE>
<CAPTION>
March 28, 1998 December 27, 1997
-------------- -----------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash ................................... $8 $8
Inventory .............................. 3,352 4,038
------ ------
Total current assets .......... 3,360 4,046
Equipment and improvements, net ............. 2,927 2,851
------ ------
NET ASSETS TO BE ACQUIRED ................... $6,287 $6,897
====== ======
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
SCREEEM AND JEAN COUNTRY BUSINESS
(COMPRISING TWENTY SIX RETAIL STORES
OWNED BY AMERICAN RETAIL ENTERPRISES, L.P.)
STATEMENTS OF REVENUES, DIRECT EXPENSES AND IDENTIFIED
CORPORATE EXPENSES BEFORE INTEREST AND TAXES
(in thousands)
<TABLE>
<CAPTION>
Three Months Ended Year Ended
March 28, March 29, December 27,
1998 1997 1997
--------- --------- ------------
(Unaudited)
<S> <C> <C> <C>
NET SALES ................................. $7,837 $5,236 $34,734
COST OF SALES ............................. 4,321 2,688 18,436
------- -------- -------
GROSS PROFIT .............................. 3,516 2,548 16,298
EXPENSES:
SELLING, GENERAL AND ADMINISTRATIVE ....... 4,228 2,710 14,115
------- -------- -------
INCOME (LOSS) BEFORE INTEREST AND TAXES ... $(712) $(162) $2,183
======= ======== =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
SCREEEM AND JEAN COUNTRY BUSINESS
(COMPRISING TWENTY SIX RETAIL STORES
OWNED BY AMERICAN RETAIL ENTERPRISES, L.P.)
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 27, 1997 AND
THREE MONTHS ENDED MARCH 28, 1998 (UNAUDITED)
NOTE 1. ORGANIZATION AND OPERATIONS:
The Screeem and Jean Country Business (the "Business"), comprising twenty six
retail stores owned by American Retail Enterprises, L.P. ("ARE"), is engaged in
the operation of numerous retail apparel stores located in shopping malls along
the east coast of the United States.
NOTE 2. BASIS OF PRESENTATION:
The Business is not a "stand-alone" division or subsidiary of ARE and was not
generally accounted for separately. As a result, the distinct and separate
accounts necessary to present individual balance sheets and income statements of
the business as of December 27, 1997 and the year then ended have not been
maintained.
The Business does not maintain stand-alone corporate treasury, legal, tax and
other similar corporate support functions. Corporate general and administrative
expenses have not been previously allocated to the business. For purposes of
preparing the financial statements, certain of these corporate costs along with
other administrative and warehouse expenses were allocated using allocation
methods (see Note 6). However, ARE's systems and procedures do not provide
sufficient information to develop a reasonable cost allocation for income taxes,
corporate debt and interest expense.
With respect to cash flows, purchases of inventory, payroll, capital and other
expenditures are funded by ARE. Accordingly, the Business maintains only minimal
register fund balances.
FINANCIAL STATEMENT PRESENTATION:
Due to the limitations noted above, the following financial information is
presented:
o Statement of Net Assets to be Acquired. These statements include
only the net assets of the business being purchased by dELiA*s Inc.
through two wholly owned subsidiaries. (See Note 8.)
o Statement of Revenues, Direct Expenses and Identified Corporate
Expenses before Interest and Taxes, including all corporate cost
allocations for which a reasonable method of allocating the cost to
the operations can be developed.
Statement of Cash Flows is not presented as the Business has essentially no cash
flow.
4
<PAGE>
SCREEEM AND JEAN COUNTRY BUSINESS
(COMPRISING TWENTY SIX RETAIL STORES
OWNED BY AMERICAN RETAIL ENTERPRISES, L.P.)
NOTES TO FINANCIAL STATEMENTS
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
INVENTORIES:
Inventories are stated at the lower of cost or market. Cost has been determined
by the retail inventory method.
EQUIPMENT AND IMPROVEMENTS:
Equipment and improvements are recorded at cost. Depreciation is provided using
the straight line method over the estimated useful lives of the assets. The
carrying amount of long-lived assets is evaluated annually to determine if
adjustment to the depreciation period or to the unamortized balance is
warranted. Estimated useful lives for computing depreciation are as follows:
Store fixtures and equipment 7 years
Computer equipment 5 years
Leasehold improvements the lesser of 7 years or the term
of the lease
REVENUE RECOGNITION:
Revenues are recognized at the point of sale.
USE OF ESTIMATES:
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets, revenues and expenses during the reported
period. Actual results could differ from those estimates. Inventory reserves and
corporate cost allocations of certain selling, general and administrative
expenses represent significant estimates.
UNAUDITED INTERIM FINANCIAL STATEMENTS:
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial reporting. In the opinion of management, the accompanying financial
statements are presented on a basis consistent with the audited financial
statements and reflect all adjustments (consisting of normal recurring items)
necessary for a fair presentation of results for the interim periods presented.
Results for the interim periods are not necessarily indicative of the results to
be expected for the year.
5
<PAGE>
SCREEEM AND JEAN COUNTRY BUSINESS
(COMPRISING TWENTY SIX RETAIL STORES
OWNED BY AMERICAN RETAIL ENTERPRISES, L.P.)
NOTES TO FINANCIAL STATEMENTS
NOTE 4. EQUIPMENT AND IMPROVEMENTS:
Equipment and improvements include the following:
<TABLE>
<CAPTION>
December 27, March 28,
1997 1998
----------- ----------
(unaudited)
<S> <C> <C>
Fixtures and equipment $3,350,499 $3,402,001
Computer equipment 265,676 266,252
Leasehold improvements 1,995,006 2,165,776
---------- ----------
Total 5,611,181 5,834,029
Less accumulated depreciation 2,759,775 2,906,736
---------- ----------
Net equipment and improvements $2,851,406 $2,927,476
========== ==========
</TABLE>
Purchases of equipment and improvements for the year ended December 27, 1997 and
three months ended March 31, 1998 were $2,369,491 and $222,848, respectively.
Depreciation expense the year ended December 27, 1997 and the three months ended
March 31, 1998 was $438,599 and $146,961, respectively.
NOTE 5. EMPLOYMENT BENEFIT PLANS:
The twenty six stores which comprise the Business presented in these financial
statements participate in a multi-employer 401(k) and Profit Sharing Plan with
their affiliates which are not presented within these financial statements. The
Plan is available to all employees who have attained the age of 21 and completed
one year of service, as defined. Matching and discretionary contributions by the
Companies are in an amount determined annually by the companies, up to a maximum
as defined by law. The expense charged to operations for the year ended December
27, 1997 was approximately $19,000.
6
<PAGE>
SCREEEM AND JEAN COUNTRY BUSINESS
(COMPRISING TWENTY SIX RETAIL STORES
OWNED BY AMERICAN RETAIL ENTERPRISES, L.P.)
NOTES TO FINANCIAL STATEMENTS
NOTE 6. CORPORATE ALLOCATIONS:
The Business does not maintain stand-alone corporate treasury, legal, tax and
other similar corporate support functions. The Business does record certain
corporate expenses related primarily to employee payroll and benefits, insurance
and corporate facilities costs. For purposes of preparing the financial
information for the Business, certain expenses of ARE and its Affiliates were
allocated based upon a variety of factors which include sales of the Business,
and the identification of costs specifically attributable to the Business.
Management believes that these allocations are based on assumptions that are
reasonable under the circumstances; however, the Business's net assets to be
acquired and the results of revenues, direct expenses and identified corporate
expenses before interest and taxes may not be indicative of conditions that
would have existed or results that would have occurred had the Business operated
as an unaffiliated entity.
The following represents a summary of the corporate costs allocated to the
Business which were included in the Statements of Revenues, Direct Expenses and
Identified Corporate Expenses before Interest and Taxes for the year ended
December 27, 1997:
General administrative and warehouse $3,732,525
==========
NOTE 7. COMMITMENTS:
LEASES:
The twenty six retail stores which comprise the Business owned by ARE lease
various locations under operating leases expiring at various times through
December 31, 2007. Rent expenses for the year ended December 31, 1997 was
approximately $3,754,000.
Minimum future rental payments under operating leases as of December 27, 1997
and for each of the next five years and in the aggregate, are as follows:
1998 $ 3,085,000
1999 2,520,000
2000 2,218,000
2001 2,036,000
2002 1,979,000
Thereafter 6,395,000
-----------
$18,233,000
===========
7
<PAGE>
SCREEEM AND JEAN COUNTRY BUSINESS
(COMPRISING TWENTY SIX RETAIL STORES
OWNED BY AMERICAN RETAIL ENTERPRISES, L.P.)
NOTES TO FINANCIAL STATEMENTS
NOTE 8. SALE OF THE BUSINESS:
On June 1, 1998, American Retail Enterprises, L. P. ("ARE") entered into an
Asset Purchase Agreement with two wholly owned subsidiaries of dELiA*s Inc.
("dELiA*s") whereby dELiA*s agreed to purchase certain assets and intellectual
properties of the Business. Subject to certain adjustments and restrictions, the
purchase price consists of $10,025,000 in cash and 812,500 shares in the common
stock of dELiA*s Inc. The sale of the business is expected to close on or about
July 10, 1998.
OTHER:
In connection with the Asset Purchase Agreement, ARE and dELiA*s entered into a
transitional services agreement whereby, ARE and certain of its affiliates will
provide dELiA*s with certain administrative, warehouse, and distribution
services. The administrative service agreement expires December 31, 1998 and the
warehouse and distribution service agreement expires March 31, 1999. Either or
both agreements may be extended by mutual agreement of the parties. The fee for
the administrative services to be provided for a period of six months from the
closing date is $200,000. The warehouse and distribution services fee is based
on a formula related to sales volume.
8
<PAGE>
UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL INFORMATION
On July 10, 1998, dELiA*s Inc. (together with its consolidated subsidiaries, the
"Company" or "dELiA*s"), through two wholly owned subsidiaries, acquired assets
located in 20 retail stores operated under the Screeem! and Jean Country names,
as well as the leases for such stores, from American Retail Enterprises, L.P.
("ARE") and certain affiliates of ARE. The Company, through its subsidiaries,
acquired assets located in six additional Screeem! and Jean Country stores, as
well as the leases for those stores, in subsequent closings held on July 17 and
July 24, 1998. The Company, through its subsidiaries, also acquired the
Screeem!, Jean Country and American Rocket trademarks. The acquisition was
completed pursuant to an Asset Purchase Agreement dated June 1, 1998, as amended
(the "Asset Purchase Agreement"). The purchase price for the acquisition
consisted of $10,025,000 in cash and 812,501 shares (the "Stock Consideration")
of dELiA*s Inc. common stock ("Common Stock").
Pursuant to the Asset Purchase Agreement, the Company agreed to register the
Stock Consideration for resale under the Securities Act of 1933. The Company has
registered 604,167 shares of the Stock Consideration and is required to register
the remaining 208,334 shares by January 10, 2000.
In addition, pursuant to the Asset Purchase Agreement, in the event that the
mean of the intraday high and low bid prices for the Common Stock for the 20
consecutive trading days immediately preceding January 10, 2000 (the "18-Month
Price") is less than $18.00, the Company has agreed to issue that number of
additional shares of Common Stock that is equal to (i) the excess of (x) the
product of 208,334 shares (subject to adjustment) multiplied by $18.00 over (y)
the product of 208,334 shares multiplied by the greater of the 18-Month Price or
$10.00 divided by (ii) the 18-Month Price.
The acquired stores include 11 stores operating under the Screeem! name and
concept, as well as 15 stores currently operating under the Jean Country name
(together, the "Screeem! Business"), the majority of which the Company intends
to convert to Screeem! stores over the next 12 months. The Screeem! stores
provide a dynamic shopping experience, featuring live DJs, fashion models and
promotional appearances and events. Screeem! offers its customers progressive,
fashion-forward, unisex branded apparel focusing principally on denim and
fashion bottoms, t-shirts and tops, accessories, novelties and shoes. All of the
stores are located in major regional shopping malls in New York, New Jersey,
Connecticut, Pennsylvania and Massachusetts.
The following unaudited condensed combined financial information sets forth the
combined financial position and combined results of operations of the Company
and the Screeem! Business assuming the combination was accounted for using the
purchase method of accounting and that the combination was consummated (i) as of
April 30, 1998, for the unaudited pro forma condensed combined balance sheet and
(ii) as of the beginning of the earliest period presented in the unaudited pro
forma condensed combined statements of operations.
The unaudited pro forma information combines the historical balance sheet of the
Company as of April 30, 1998 with the net assets to be acquired of the Screeem!
Business as of March 28, 1998, and the historical statement of operations of the
Company for the three months ended April 30, 1998 and the fiscal year ended
January 31, 1998 with the historical statements of revenues and direct expenses
before interest and taxes of the Screeem! Business for the three months ended
March 28, 1998 and the fiscal year ended December 27, 1997, respectively.
The following unaudited pro forma condensed combined information is presented
for illustration purposes only and is not necessarily indicative of the
financial position or results of operations which would actually have been
reported had the combination been in effect during those periods or which may be
reported in the future. The statements should be read in conjunction with the
historical financial statements and notes thereto which have been included
elsewhere herein and in the Annual Report of the Company on Form 10-K.
9
<PAGE>
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
APRIL 30, 1998
(in thousands)
<TABLE>
<CAPTION>
Screeem!
Business
dELiA*s Historical
Historical (i) Adjustments Combined
--------- ---------- ----------- --------
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $786 $8 ($700)(a) $94
Short-term investments 33,157 (10,025)(a) 23,132
Merchandise inventories 11,556 3,352 14,908
Prepaid expenses and other current assets 5,659 5,659
Deferred taxes 1,100 1,100
------------------------------------ -------
Total current assets 52,258 3,360 (10,725) 44,893
PROPERTY & EQUIPMENT, NET 7,193 2,927 10,120
OTHER ASSETS 454 17,528 (a) 17,982
------------------------------------ -------
TOTAL ASSETS $59,905 $6,287 $6,803 $72,995
=================================== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $7,820 $7,820
Accrued expenses and other current liabilities 3,412 3,412
Sales return allowance 770 770
Liabilities due to customers 843 843
Current portion of long-term debt and capital leases 95 95
Income taxes payable 219 219
------- -------
Total current liabilities 13,159 13,159
DEFERRED CREDITS 370 370
OBLIGATIONS UNDER CAPITAL LEASES 148 148
COMMITMENTS AND CONTINGENCIES
NET ASSETS TO BE ACQUIRED 6,287 (6,287)(a) --
STOCKHOLDERS' EQUITY 46,228 13,090 (a) 59,318
------------------------------------ -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $59,905 $6,287 $6,803 $72,995
=================================== =======
See accompanying notes to unaudited pro forma condensed combined financial information.
</TABLE>
10
<PAGE>
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
THREE MONTHS ENDED APRIL 30, 1998
(in thousands, except per share data)
<TABLE>
<CAPTION>
Pro Forma for
Screeem! the Screeem!
dELiA*s Business Business
Historical Historical (i) Adjustments Transaction
---------- -------------- ----------- -----------
<S> <C> <C> <C> <C>
NET SALES $31,194 $7,837 $39,031
COST OF SALES 14,223 4,321 18,544
-------------------------------------------- -----------
GROSS PROFIT 16,971 3,516 20,487
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 14,092 4,228 $146 (b) 18,466
INTEREST INCOME (EXPENSE), NET 341 (100)(c) 241
-------------------------------------------- -----------
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES 3,220 (712) (246) 2,262
PROVISION FOR INCOME TAXES 1,220 1,220
============================================ ===========
NET INCOME (LOSS) $ 2,000 ($712) ($246) $ 1,042
============================================ ===========
BASIC AND DILUTED
NET INCOME PER SHARE $0.15 $0.07
===== =====
SHARES USED IN THE CALCULATION OF
BASIC NET INCOME PER SHARE 13,321 812 (a) 14,133
====== === ======
SHARES USED IN THE CALCULATION OF
DILUTED NET INCOME PER SHARE 13,569 812 (a) 14,381
====== === ======
See accompanying notes to unaudited pro forma condensed combined financial information.
</TABLE>
11
<PAGE>
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
YEAR ENDED JANUARY 31, 1998
(in thousands, except per share data)
<TABLE>
<CAPTION>
Pro Forma for
Screeem! the Screeem!
dELiA*s Business Business
Historical Historical (ii) Adjustments Transaction
---------- -------------- ----------- -----------
<S> <C> <C> <C> <C>
NET SALES $113,049 $34,734 $147,783
COST OF SALES 57,811 18,436 76,247
-------------------------------------------- -----------
GROSS PROFIT 55,238 16,298 71,536
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 47,943 14,115 $584 (b) 62,642
MERGER RELATED COSTS 1,614 1,614
INTEREST INCOME (EXPENSE), NET 1,201 (401)(c) 800
-------------------------------------------- -----------
INCOME BEFORE PROVISION FOR INCOME TAXES 6,882 2,183 (985) 8,080
PROVISION FOR INCOME TAXES 2,456 2,456
============================================ ===========
NET INCOME $4,426 $2,183 ($985) $5,624
============================================ ===========
BASIC NET INCOME PER SHARE $0.34 $0.41
===== =====
DILUTED NET INCOME PER SHARE $0.34 $0.40
===== =====
SHARES USED IN THE CALCULATION
OF BASIC NET INCOME PER SHARE 12,941 812 (a) 13,753
====== === ======
SHARES USED IN THE CALCULATION
OF DILUTED NET INCOME PER SHARE 13,083 812 (a) 13,895
====== === ======
See accompanying notes to unaudited pro forma condensed combined financial information.
</TABLE>
12
<PAGE>
NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL INFORMATION
I. ADJUSTMENTS
(a) The pro forma adjustment to reflect the purchase of certain Screeem!
Business assets for $10,025,000 cash and 812,501 shares of dELiA*s
common stock, the estimated cash acquisition expenses and the
related excess of the purchase price paid over the net book value of
the assets carried on the adjusted balance sheet based upon a
preliminary purchase price allocation. Final allocation of the
purchase price may involve a revaluation of certain assets.
(b) The pro forma adjustment to reflect the amortization over thirty
years of goodwill and trademark intangibles recorded in accounting
for the purchase of the Screeem! Business.
(c) The pro forma adjustment to reflect the reduction in interest income
related to the sale of investments and use of cash for the Screeem!
Business purchase.
II. OTHER ITEMS
(i) The Screeem! Business historical information is as of and for the
three months ended March 27, 1998.
(ii) The Screeem! Business historical information is for the year ended
December 27, 1997.
13
<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.
Dated: September 11, 1998 dELiA*s Inc.
By: /s/ Stephen I. Kahn
-------------------
Stephen I. Kahn
Chairman of the Board, President and
Chief Executive Officer
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the following Registration
Statements of dELiA*s Inc.:
(i) Form S-3 No. 333-43665,
(ii) Form S-3 No. 333-61289,
(iii) Form S-8 No. 333-42135 and
(iv) Form S-8 No. 333-22449
of our report dated June 29, 1998 with respect to the financial statements of
the Screeem and Jean Country Business appearing in dELiA*s Inc. current report
on Form 8-K/A.
Patrusky, Mintz & Semel
New York, New York
September 11, 1998
