<PAGE>
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 13, 2000
================================================================================
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 APRIL 29, 2000
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 June 1, 2000: 16,786,786
----------
<PAGE>
STATEMENTS CONTAINED IN THIS DOCUMENT, INCLUDING, WITHOUT LIMITATION,
INFORMATION APPEARING UNDER "PART I ITEM 2 - MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" MAY BE
FORWARD-LOOKING STATEMENTS (WITHIN THE MEANING OF SECTION 27A OF THE AMENDED
SECURITIES ACT OF 1933 AND SECTION 21E OF THE AMENDED SECURITIES EXCHANGE ACT OF
1934). WHEN USED IN THIS DOCUMENT, THE WORDS "BELIEVE," "PLAN," "INTEND,"
"EXPECT" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING
STATEMENTS. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE
FORWARD-LOOKING STATEMENTS, WHICH APPLY ONLY AS OF THE DATE OF THIS REPORT.
THESE STATEMENTS ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THOSE CONTEMPLATED IN THE FORWARD-LOOKING
STATEMENTS. SUCH RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO,
GENERAL ECONOMIC CONDITIONS; CHANGES IN CONSUMER SPENDING PATTERNS; THE
CONDITION OF THE FINANCIAL MARKETS GENERALLY AND THE MARKET FOR OUR SECURITIES
AND THOSE OF ITURF INC.; INCREASES IN THE COST OF MATERIALS, PRINTING, PAPER,
POSTAGE, SHIPPING AND LABOR; TIMING AND QUANTITY OF CATALOG MAILINGS AND
ELECTRONIC MAILINGS; CUSTOMER RESPONSE RATES; OPPORTUNITIES TO EXPAND AND THE
ABILITY TO INCREASE COMPARABLE STORE SALES; CHANGES IN THE GROWTH RATE OF
INTERNET USAGE AND ONLINE USER TRAFFIC LEVELS; LEVELS OF COMPETITION;
DIFFICULTIES IN INTEGRATING ACQUISITIONS OF NEW BUSINESSES AND TECHNOLOGY; THE
INTERPRETATION BY RELEVANT TAX AUTHORITIES OF CURRENT AND FUTURE TAX RULES AND
REGULATIONS, INCLUDING RULES AND REGULATIONS GOVERNING CORPORATE
REORGANIZATIONS; ABILITY TO LOCATE AND OBTAIN ACCEPTABLE STORE SITES AND LEASE
TERMS OR RENEW EXISTING LEASES; ACCEPTANCE OF NEW RETAIL CONCEPTS; ADVERSE
WEATHER CONDITIONS, CHANGES IN WEATHER PATTERNS AND OTHER FACTORS AFFECTING
RETAIL STORES; AND OTHER FACTORS OUTSIDE OUR CONTROL. THESE FACTORS, AND OTHER
FACTORS THAT APPEAR IN THIS REPORT OR IN OUR OTHER SECURITIES AND EXCHANGE
COMMISSION FILINGS, INCLUDING OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
JANUARY 29, 2000, COULD AFFECT OUR ACTUAL RESULTS AND COULD CAUSE OUR ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN ANY FORWARD-LOOKING
STATEMENTS MADE BY US OR ON OUR BEHALF.
THIS REPORT MAY INCLUDE MARKET DATA RELATED TO THE INDUSTRIES IN WHICH WE
ARE INVOLVED. THIS DATA HAS BEEN DERIVED FROM STUDIES PUBLISHED BY MARKET
RESEARCH FIRMS, TRADE ASSOCIATIONS AND OTHER ORGANIZATIONS. THESE ORGANIZATIONS
SOMETIMES ASSUME EVENTS, TRENDS AND ACTIVITIES WILL OCCUR AND PROJECT
INFORMATION BASED ON THOSE ASSUMPTIONS. IF ANY OF THEIR ASSUMPTIONS ARE WRONG,
THEIR PROJECTIONS MAY ALSO BE WRONG.
WE UNDERTAKE NO OBLIGATION TO PUBLICLY UPDATE ANY FORWARD-LOOKING
STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.
YOU ARE ADVISED, HOWEVER, TO CONSULT ANY ADDITIONAL DISCLOSURES WE MAKE IN OUR
REPORTS TO THE SEC ON FORMS 10-K, 10-Q AND 8-K.
ANY REFERENCE IN THIS REPORT TO A PARTICULAR FISCAL YEAR AFTER 1998 IS
TO THE YEAR ENDED ON THE SATURDAY CLOSEST TO JANUARY 31 FOLLOWING THE
CORRESPONDING CALENDAR YEAR. FOR EXAMPLE, "FISCAL 1999" MEANS THE PERIOD FROM
FEBRUARY 1, 1999 TO JANUARY 29, 2000. ANY REFERENCE IN THIS REPORT TO A
PARTICULAR FISCAL YEAR BEFORE 1999 IS TO THE YEAR ENDED JANUARY 31 FOLLOWING THE
CORRESPONDING CALENDAR YEAR. FOR EXAMPLE, "FISCAL 1998" MEANS THE PERIOD FROM
FEBRUARY 1, 1998 TO JANUARY 31, 1999.
PART I
FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2
<PAGE>
DELIA*S INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
JANUARY 29, 2000 APRIL 29, 2000
--------- ---------
* (UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents ............................................... $ 24,985 $ 19,407
Short-term investments .................................................. 32,893 26,599
Merchandise inventories ................................................. 28,322 26,581
Deferred tax assets ..................................................... 12,063 14,488
Prepaid expenses and other current assets ............................... 15,014 14,462
--------- ---------
Total current assets ................................................ 113,277 101,537
PROPERTY AND EQUIPMENT, net of accumulated depreciation of
$6,635 at January 29, 2000 and $8,020 at April 29, 2000 ................. 35,483 36,256
LONG-TERM INVESTMENTS ........................................................ 11,024 7,998
INTANGIBLE ASSETS ............................................................ 23,456 35,927
OTHER ASSETS ................................................................. 800 693
--------- ---------
TOTAL ASSETS ................................................................. $ 184,040 $ 182,411
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses ................................... $ 21,643 $ 18,536
Bank loan payable ....................................................... 3,000 3,000
Accrued restructuring ................................................... 1,685 1,436
Other current liabilities ............................................... 2,997 3,322
--------- ---------
Total current liabilities ........................................... 29,325 26,294
DEFERRED TAX LIABILITIES ..................................................... 23,901 25,871
LONG-TERM DEBT AND CAPITAL LEASES ............................................ 6,756 6,617
OTHER LONG-TERM LIABILITIES .................................................. 403 318
MINORITY INTEREST ............................................................ 40,734 46,295
STOCKHOLDERS' EQUITY
Preferred stock, par value $.01 per share; Authorized - 1,000,000 shares;
Issued - none ....................................................... -- --
Common stock, par value $.01 per share; Authorized - 50,000,000 shares;
Issued - 14,914,472 and 15,086,011 shares, respectively ............. 149 151
Additional paid-in capital .............................................. 80,216 83,055
Less common stock in treasury (551,046 shares) .......................... (17,734) (17,734)
Retained earnings ....................................................... 20,290 11,544
--------- ---------
Total stockholders' equity .......................................... 82,921 77,016
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ................................... $ 184,040 $ 182,411
========= =========
</TABLE>
* Condensed from audited financial statements
See Notes to Unaudited Condensed Consolidated Financial Statements
3
<PAGE>
DELIA*S INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
MAY 1, 1999 APRIL 29, 2000
-------- --------
(UNAUDITED)
<S> <C> <C>
NET SALES .......................................... $ 41,812 $ 49,057
COST OF SALES ...................................... 23,023 25,792
-------- --------
GROSS PROFIT ....................................... 18,789 23,265
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES ....... 23,750 39,003
RESTRUCTURING CHARGE ............................... 22,907 --
GAIN ON SUBSIDIARY IPO ............................. (70,091) --
INTEREST AND OTHER INCOME, NET ..................... (140) (667)
MINORITY INTEREST .................................. 8 (3,901)
-------- --------
INCOME (LOSS) BEFORE INCOME TAXES .................. 42,355 (11,170)
PROVISION (BENEFIT) FOR INCOME TAXES ............... 17,519 (2,424)
-------- --------
NET INCOME (LOSS) .................................. $ 24,836 $ (8,746)
======== ========
BASIC NET INCOME (LOSS) PER SHARE .................. $ 1.75 $ (0.60)
======== ========
DILUTED NET INCOME (LOSS) PER SHARE ................ $ 1.56 $ (0.60)
======== ========
SHARES USED IN THE CALCULATION OF BASIC NET
INCOME (LOSS) PER SHARE ....................... 14,231 14,503
======== ========
SHARES USED IN THE CALCULATION OF DILUTED NET
INCOME (LOSS) PER SHARE ....................... 15,966 14,503
======== ========
</TABLE>
See Notes to Unaudited Condensed Consolidated Financial Statements
4
<PAGE>
DELIA*S INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
MAY 1, 1999 APRIL 29, 2000
-------- --------
(UNAUDITED)
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) ............................................ $ 24,836 $ (8,746)
Adjustments to reconcile net income (loss) to net cash used in
operating activities:
Depreciation and amortization ....................... 1,009 3,122
Gain on subsidiary IPO .............................. (70,091) --
Restructuring charge ................................ 23,407 --
Deferred taxes ...................................... 19,309 (455)
Minority interest ................................... 8 (3,901)
Amortization of investments ......................... -- (153)
Changes in operating assets and liabilities:
Merchandise inventories ......................... (3,604) 1,741
Prepaid expenses and other current assets ....... (763) 848
Other assets .................................... (383) 109
Current liabilities ............................. (3,439) (3,329)
Long-term liabilities ........................... 52 (2,087)
-------- --------
Net cash used in operating activities ........................ (9,659) (12,851)
======== ========
INVESTING ACTIVITIES:
Capital expenditures ......................................... (3,356) (2,269)
Purchase of investment securities ............................ -- (10,683)
Proceeds from the maturity of investment securities .......... -- 20,156
Acquisition of business ...................................... -- 174
-------- --------
Net cash provided by (used in) investing activities ............... (3,356) 7,378
======== ========
FINANCING ACTIVITIES:
Net proceeds from issuance of subsidiary common stock ........ 98,219 --
Principal payments on long-term debt and capital leases ...... -- (179)
Exercise of 152,760 and 3,500 stock options, respectively .... 889 20
Other ........................................................ (43) 54
-------- --------
Net cash provided by (used in) financing activities ............... 99,065 (105)
======== ========
INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS .................... 86,050 (5,578)
CASH & CASH EQUIVALENTS--BEGINNING OF PERIOD ...................... 10,981 24,985
-------- --------
CASH & CASH EQUIVALENTS--END OF PERIOD ............................ $ 97,031 $ 19,407
======== ========
</TABLE>
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITY:
February 2000 issuance of iTurf common stock for the acquisition of
theSpark.com, Inc. See Note 5.
See Notes to Unaudited Condensed Consolidated Financial Statements
5
<PAGE>
DELIA*S INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BUSINESS
dELiA*s Inc., through its catalogs, retail stores and Web sites, is a
leading marketer of casual apparel, accessories, soccer merchandise and Internet
content and community services to young men and women between the ages of 10 and
24, an age group known as "Generation Y."
We are subject to seasonal fluctuations in our merchandise sales and
results of operations. We expect our net sales generally to be higher in the
second half of each fiscal year than in the first half of the same fiscal year.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION
PRINCIPLES OF CONSOLIDATION-- Our condensed consolidated financial
statements include the accounts of dELiA*s and subsidiaries, all of which,
except iTurf Inc., our majority-owned Internet-focused subsidiary, were wholly
owned for all periods presented. The accounts of iTurf are included in the
consolidated financial statements while the outside ownership of iTurf is
reflected as minority interest on the financial statements. All significant
intercompany balances and transactions have been eliminated in consolidation.
UNAUDITED INTERIM FINANCIAL STATEMENTS--The accompanying unaudited
condensed consolidated financial statements have been prepared in accordance
with the requirements for Form 10-Q and in accordance with generally accepted
accounting principles for interim financial reporting. In the opinion of
management, the accompanying condensed consolidated financial statements are
presented on a basis consistent with the audited consolidated financial
statements and reflect all adjustments (consisting of normal recurring items)
necessary for a fair presentation of results for the interim periods presented.
The financial statements and footnote disclosures should be read in conjunction
with our January 29, 2000 audited consolidated financial statements and the
notes thereto, which are included in our annual report on Form 10-K for the year
ended January 29, 2000, which was filed under the Securities Exchange Act of
1934. Results for the interim periods are not necessarily indicative of the
results to be expected for the year.
RECLASSIFICATIONS -- Certain amounts have been reclassified to conform to
the current presentation.
3. SEGMENT INFORMATION
dELiA*s determines operating segments in accordance with Statement of Financial
Accounting Standards No. 131. Our reportable segments are generally defined by
their method of distribution; different segments may offer similar products to
similar customers, but are managed separately because of their distribution
methods. dELiA*s currently has three reportable segments: catalog, retail and
iTurf. Certain amounts in our fiscal 1999 segment disclosure have been
reclassified to conform to the fiscal 2000 presentation.
<TABLE>
<CAPTION>
FIRST QUARTER FISCAL 1999 CATALOG RETAIL ITURF TOTAL
------- ------ ----- -----
<S> <C> <C> <C> <C>
Revenues from external customers $ 29,799,000 $ 9,348,000 $ 2,665,000 $ 41,812,000
Operating loss (959,000) (2,586,000) (470,000) (4,015,000)
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
FIRST QUARTER FISCAL 2000 CATALOG RETAIL ITURF TOTAL
------- ------ ----- -----
<S> <C> <C> <C> <C>
Revenues from external customers $ 26,044,000 $ 12,018,000 $ 10,995,000 $ 49,057,000
Operating loss (981,000) (3,446,000) (9,987,000) (14,414,000)
</TABLE>
<TABLE>
<CAPTION>
First Quarter Fiscal 1999 First Quarter Fiscal 2000
------------------------- -------------------------
<S> <C> <C>
Operating loss for reportable segments $ (4,015,000) $ (14,414,000)
Unallocated corporate expenses 446,000 1,324,000
Restructuring charge 23,407,000 --
Gain on subsidiary initial public offering (70,091,000) --
Interest and other income, net (140,000) (667,000)
Minority interest 8,000 (3,901,000)
--------------- ----------------
Income (loss) before income taxes $ 42,355,000 $ (11,170,000)
=============== ================
</TABLE>
4. RESTRUCTURING
During fiscal 1999, we recorded a charge of approximately $24.2 million in
connection with our restructuring plan to exit our Screeem! and Jean Country
retail operations. The charge is comprised of the following:
o $19.4 million for the write-off of the remaining unamortized balance of
goodwill and other intangibles relating to our acquisition of the
Screeem! and Jean Country retail operations;
o $3.6 million for the shut-down of certain retail stores of which $2.3
million represented the write-off of assets that would no longer be
used and $1.3 million primarily related to future lease costs;
o $700,000 for the elimination of approximately 125 full-time and
part-time jobs at the Screeem! corporate office and the store locations
to be closed, resulting in employee severance costs; and
o $500,000 for the liquidation of inventory carried at stores to be
converted or closed (reflected in cost of sales).
The total charge of $24.2 million includes $23.7 million that was included
in fiscal 1999 operating expenses as a restructuring charge and $500,000
included as cost of sales. The total charge also includes $1.4 million of
goodwill write-off relating to the value of 168,039 shares of common stock
issued in February 2000. This additional goodwill charge was recorded in fiscal
1999, when the related contingencies were satisfied, as an increase to
additional paid-in capital.
Through the first quarter of fiscal 2000, we have incurred approximately
$400,000 for costs relating to store shut-down, $500,000 for inventory
liquidation and $200,000 for the elimination of 111 jobs. We expect the $1.4
million that remains accrued at April 29, 2000 for store shut-down and employee
severance costs to be incurred in the second quarter of fiscal 2000 when the
restructuring is completed.
5. ACQUISITION
On February 15, 2000, iTurf acquired theSpark.com, Inc. The aggregate
consideration paid consisted of 1,099,988 newly issued shares of iTurf Class A
common stock and the right to receive up to $13.5 million in additional stock
(up to 2,683,634 additional shares) and cash (for any remaining amount earned)
if certain performance goals related to the theSpark.com web site are met. The
transaction was accounted for under the purchase method of accounting.
Consistent with our fiscal 1999 treatment of the issuance of iTurf stock for an
acquisition, we recorded $2.8 million (net of related taxes) as additional
paid-in capital instead of recognizing a gain in connection with this
transaction.
7
<PAGE>
6. COMMITMENTS AND CONTINGENCIES
In the first quarter of fiscal 2000, iTurf entered into a lease agreement for
additional office space in the office building currently occupied in downtown
Manhattan. The lease term does not commence until the landlord delivers
possession of the additional office space which we expect to occur in September
2000. During the ten year term of the lease, annual rent is expected to
approximate $800,000 subject to certain adjustments.
In 1999, two separate purported securities class action lawsuits were filed
against us and certain of our officers and directors and one former officer of a
subsidiary. The original complaints were filed in Federal District Court for the
Southern District of New York by Allain Roy on June 1, 1999 and by Lorraine
Padgett on June 3, 1999. The suits were consolidated into a single class action
and an amended and consolidated complaint was filed on March 22, 2000. The
complaint in this lawsuit purports to be a class action on behalf of the
purchasers of our securities during the period January 20, 1998 through
September 10, 1998. The complaint generally alleges that the defendants violated
Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder
by making material misstatements and by failing to disclose certain allegedly
material information regarding trends in our business. The complaint also
alleges that the individual defendants are liable for those violations under
Section 20(a) of the Securities Exchange Act. The complaint seeks unspecified
damages, attorneys' and experts' fees and costs, and such other relief as the
court deems proper. On April 14, 2000, dELiA*s Inc. and the other named
defendants filed a motion to dismiss the lawsuit. On May 12, 2000, counsel for
the plaintiffs filed a memo in response to our motion and on May 26, 2000, we
filed a reply to that response. We do not believe that the ultimate resolution
of these lawsuits will have a material adverse effect on our financial
condition, results of operations or cash flow.
7. LONG-TERM DEBT AND CREDIT FACILITIES
In August 1999, in connection with the purchase of our distribution facility in
Hanover, Pennsylvania, we borrowed $5.3 million from Allfirst Bank in the form
of a mortgage loan on the property. We are subject to certain covenants under
the loan agreement, including a covenant to maintain a fixed charge coverage
ratio. On August 10, 1999 we entered into an interest-rate swap agreement with
Allfirst Bank under which we effectively converted the LIBOR-based variable
interest rate mortgage to a fixed rate loan with an interest rate of
approximately 8.78%.On April 26, 2000, we received a waiver through the first
quarter of fiscal 2001 of the fixed charge coverage ratio covenant under our
Allfirst mortgage loan relating to our warehouse in Hanover, PA.
On April 28, 2000, we entered into the Amended and Restated Credit Agreement
with Congress Financial Corporation. The Agreement amends and restates the terms
of our credit facility with First Union National Bank, the parent company of
Congress. The Congress credit facility consists of a revolving line of credit
permitting us to borrow up to $25 million and provides for the issuance of
documentary and standby letters of credit up to $10 million. Our obligations
under the Congress credit agreement are secured by a lien on substantially all
of our assets, except specified real property, the Class B common stock of iTurf
that we own and the assets of iTurf and its subsidiaries. (See below for
restrictions on distribution of iTurf shares.) As with the First Union facility,
the availability of the revolving line of credit is limited to specified
percentages of the value of our eligible inventory determined under the credit
agreement, which percentages are subject to certain restrictions and reserves in
certain circumstances. However, the Congress credit facility provides us with a
higher initial borrowing base than that provided by the First Union facility. At
our option, borrowings under this facility bear interest at First Union National
Bank's prime rate plus 25 basis points or at LIBOR plus 225 basis points. The
credit agreement
8
<PAGE>
contains covenants and default provisions customary for credit facilities of
this nature, including limitations on our payment of dividends and sales of
assets. A fee of 0.375% per year is assessed monthly on the unused portion of
the line of credit. The Congress credit agreement contains controls on our cash
management and certain limits on our ability to distribute assets. In
particular, we will be prohibited from distributing any iTurf shares to our
shareholders prior to November 1, 2000, and may be similarly restricted
thereafter if we have not met, among other things, minimum borrowing capacity
availability requirements. As of April 29, 2000, there was $3 million in
principal amount outstanding and an additional $9.4 million available under the
loan. At April 29, 2000, outstanding letters of credit were $1.7 million.
8. SUBSEQUENT EVENTS
On May 26, 2000, our board of directors, at the recommendation of the
compensation committee, approved the exchange of all of the outstanding options
held by certain key employees and non-employee directors for approximately 1.7
million shares of restricted stock for each option share. We replaced options
with restricted stock in an effort to retain key employees at a time when the
stock options had exercise prices that were above the current market price for
our stock. Certain vesting schedules of the restricted stock were extended as
compared to the option vesting schedule in order to encourage retention of the
selected employees and directors.
On May 25, 2000, the compensation committee of iTurf's board of directors
approved the exchange of outstanding options held by key employees and
non-employee directors for restricted stock. iTurf replaced options with
restricted stock in an effort to retain these key employees at a time when the
stock options had exercise prices that were above the current market price for
iTurf's stock. Certain vesting schedules of the restricted stock were extended
as compared to the option vesting schedule in order to encourage retention of
the selected employees and directors.
In connection with the issuance of restricted stock, we expect to record the
total compensation charge of approximately $7.2 million, including $3.1 million
related to iTurf, over the appropriate vesting periods with 65%, 18%, 11%, 5%
and 1% being recognized in fiscal 2000, 2001, 2002, 2003 and 2004, respectively.
9
<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
OUR CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO INCLUDED
ELSEWHERE IN THIS REPORT. EXCEPT FOR THE HISTORICAL INFORMATION PRESENTED, THE
DISCUSSION IN THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS
AND UNCERTAINTIES, SUCH AS STATEMENTS OF OUR PLANS, OBJECTIVES, EXPECTATIONS AND
INTENTIONS. THE CAUTIONARY STATEMENTS MADE IN THIS REPORT SHOULD BE READ AS
BEING APPLICABLE TO ALL RELATED FORWARD-LOOKING STATEMENTS WHEREVER THEY APPEAR
IN THIS REPORT. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED
HERE. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO THESE DIFFERENCES INCLUDE, BUT
ARE NOT LIMITED TO, THOSE DISCUSSED BELOW AND ELSEWHERE IN THIS REPORT.
OVERVIEW
Through our catalogs, retail stores and Web sites, we sell casual apparel,
accessories, soccer merchandise and Internet content and community services to
young men and women between the ages of 10 and 24, an age group known as
"Generation Y."
Through our DELIA*S catalog, Web site, full-priced stores and discount
outlet stores, we are a leading marketer of casual apparel, related accessories,
home furnishings and cosmetics to Generation Y girls and young women. Through
our TSI SOCCER catalog, retail stores and Web site, we are a leading marketer of
specialty soccer merchandise to Generation Y boys and girls. Our other catalogs
with related Web sites include DROOG, an apparel and accessories title that
targets Generation Y young men, and STORYBOOK HEIRLOOMS, which primarily targets
girls ages 4 to 11 and their mothers with fashionable, upscale special occasion
outfits, casual apparel and accessories.
iTurf, our publicly traded Internet subsidiary, currently consists of our
www.iTurf.com, www.gURL.com, www.OnTap.com, www.theSpark.com and
www.SparkNotes.com content and community Web sites as well as our
www.dELiAs.cOm, www.TSISoccer.com, www.discountdomain.com, www.Droog.com and
www.StorybookHeirlooms.com e-commerce sites. At April 29, 2000, we owned 57% of
the outstanding stock and control 89% of the vote of iTurf.
CAPITAL INVESTMENTS. We have made and continue to make significant capital
expenditures for store build-out in connection with our premiere dELiA*s retail
concept.
In addition, in order to support our direct marketing and Internet
operations, we have made and continue to make significant capital expenditures
for telephone and management information systems and have hired and maintained
an in-house workforce of teleservice representatives.
We have made, and expect to continue to make, significant capital
expenditures to build infrastructure, including retail management systems, to
support the additional sales volume expected as a result of expected growth in
our various businesses.
RISKS. Further penetration of our target market may negatively affect our
levels of percentage annual growth in net sales and operating income. When we
increase the number of catalogs we mail, new customers respond at lower rates
than our existing customers have historically responded. We have also observed
that when customers receive multiple editions of catalogs within the same fiscal
quarter, aggregate response rates have declined.
A variety of factors affects our comparable store sales, including, among
others, fashion trends, the general retail sales environment, our ability to
efficiently source and distribute products, changes in our merchandise mix and
our ability to execute our business strategy efficiently. Comparable store sales
may fluctuate significantly as we roll out new retail concepts and enter new
markets. In addition, our ability to expand our retail business may be limited
by our ability to locate and obtain acceptable store sites and lease terms or
renew existing leases.
10
<PAGE>
Our plans to expand both retail and catalog operations depend on obtaining
additional capital. There can be no assurance that we will be able to raise
capital as we grow. While we have invested in infrastructure to support
substantial growth, in the event our expansion plans are delayed or curtailed,
we may not develop a volume of business that will allow us to recognize fully
the efficiencies we had planned to achieve from such investments.
Our business generally depends on our ability to anticipate the frequently
changing fashion tastes of our customers and to offer merchandise that appeals
to their preferences on a timely and affordable basis. If we misjudge our
merchandise selection, our image with our customers could be materially
adversely affected.
We believe that the continued growth of our Internet segment will depend in
large part on its ability to increase its brand awareness, provide its customers
with superior Internet community and e-commerce experiences and continue to
enhance its systems and technology to support increased traffic to its Web
sites. iTurf intends to invest heavily in marketing and promotion and to further
develop its Web sites, technology and operating infrastructure. As a result,
iTurf expects to record substantial net losses for the foreseeable future.
Sales made through iTurf instead of through our other channels produce
lower earnings for dELiA*s after accounting for promotional pricing and minority
interest. In addition, cash provided by such sales is not available for use in
our other businesses. While iTurf's cash is not used in our non-Internet
businesses, iTurf periodically prepays for inventory and various services,
including advertising. At May 1, 2000, iTurf had prepaid approximately $6.0
million to our other businesses primarily relating to second quarter expenses
and inventory purchases. The rapid rate of migration has had a material adverse
effect on the financial position and results of operations of dELiA*s.
In connection with our August 1999 acquisition of the Hanover, PA
distribution facility, we hired an environmental consultant to perform an
assessment of the facility. As a result of that assessment, the seller of the
property performed certain soil remediation and created a groundwater
remediation plan, each relating to the presence of underground fuel oil, waste
oil and gasoline tanks located on the property and subsequently removed by the
seller. The Pennsylvania Department of Environmental Protection has released the
seller from liability with respect to soil contamination and has approved the
ground water remediation plan. The seller has set funds aside in escrow to cover
up to $250,000 in ground water remediation costs. We do not believe that the
environmental conditions at the facility will have a material adverse effect on
our consolidated financial condition, results of operations or cash flows.
SCREEEM! RESTRUCTURING
During fiscal 1999, we recorded a charge of approximately $24.2 million in
connection with our restructuring plan to exit our Screeem! and Jean Country
retail operations. The charge is comprised of the following:
o $19.4 million for the write-off of the remaining unamortized balance of
goodwill and other intangibles relating to our acquisition of the
Screeem! and Jean Country retail operations;
o $3.6 million for the shut-down of certain retail stores of which $2.3
million represented the write-off of assets that would no longer be
used and $1.3 million primarily related to future lease costs;
o $700,000 for the elimination of approximately 125 full-time and
part-time jobs at the Screeem! corporate office and the store locations
to be closed, resulting in employee severance costs; and
o $500,000 for the liquidation of inventory carried at stores to be
converted or closed (reflected in cost of sales).
11
<PAGE>
The total charge of $24.2 million includes $23.7 million that is included
in operating expenses as a restructuring charge and $500,000 included as cost of
sales. The total charge also includes $1.4 million of goodwill write-off
relating to the value of 168,039 shares of common stock issued in February 2000.
This additional goodwill charge was recorded in fiscal 1999, when the related
contingencies were satisfied, as an increase to additional paid-in capital.
Through the first quarter of fiscal 2000, we have incurred approximately
$400,000 for costs relating to store shut-down, $500,000 for inventory
liquidation and $200,000 for the elimination of 111 jobs. We expect the $1.4
million that remains accrued at April 29, 2000 for store shut-down and employee
severance costs to be incurred in the second quarter of fiscal 2000 when the
restructuring is completed.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, the percentage
relationship of certain items from statement of operations to net sales. Any
trends reflected by the following table may not be indicative of future results.
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
MAY 1, 1999 APRIL 29, 2000
<S> <C> <C>
Net sales 100.0% 100.0%
Cost of sales 55.0 52.6
------ ------
Gross profit 45.0 47.4
Selling, general and administrative expenses 56.8 79.5
Restructuring charge 54.8 --
Gain on subsidiary IPO and sale of subsidiary stock (167.6) --
Interest and other income, net (0.3) (1.4)
Minority interest 0.0 (8.0)
------- -------
Income (loss) before income taxes 101.3 (22.7)
Provision (benefit) for income taxes 41.9 (4.9)
------ -------
Net income (loss) 59.4% (17.8)%
====== ========
</TABLE>
COMPARISON OF FISCAL QUARTERS ENDED APRIL 29, 2000 AND MAY 1, 1999
NET SALES. Net sales increased approximately $7.3 million to $49.1 million
in the first quarter of fiscal 2000 from $41.8 million in the first quarter of
fiscal 1999. The increase relates primarily to higher direct marketing sales as
well as higher retail sales, primarily in connection with our dELiA*s premiere
and TSI retail concepts, offset by lower sales in our Screeem! concept.
E-commerce sales continued to grow as a percentage of overall direct marketing
sales, representing nearly 29% of all direct marketing sales for the first
quarter of fiscal 2000 compared to 8% of all direct marketing sales for the
first quarter of fiscal 1999.
GROSS MARGIN. Gross margin increased to 47.4% in the first quarter of
fiscal 2000 from 46.1% (excluding a $500,000 charge related to the Screeem!
restructuring) in the first quarter of fiscal 1999. The increase is primarily
due to improved freight margins in our catalog segment as well as an increase in
the proportion of our retail sales relating to our higher margin dELiA*s
premiere concept.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased approximately $15.2 million to $39.0 million
in the first quarter of fiscal 2000 from $23.8 million (before restructuring) in
the first quarter of fiscal 1999. Selling, general and administrative expenses
increased as a percentage of net sales from 56.8% in the first quarter of fiscal
1999 to 79.5% in the first quarter of fiscal 2000. The increase is primarily due
to higher selling, general and administrative expenses at iTurf as well as
increased costs associated with our retail infrastructure-building and
additional stores.
12
<PAGE>
RESTRUCTURING CHARGE. During the first quarter of fiscal 1999, we recorded
a charge (primarily non-cash) of approximately $23.4 million in connection with
our restructuring plan to close our Screeem! and Jean Country retail operations.
This charge includes approximately $500,000 related to inventory and recorded as
cost of sales.
GAIN ON SUBSIDIARY INITIAL PUBLIC OFFERING. On April 14, 1999, we completed
an initial public offering of approximately 4.8 million shares of class A common
stock of iTurf Inc., our publicly-traded Internet-focused subsidiary. As a
result of the transaction, we recognized a gain of approximately $70.1 million
before taxes.
MINORITY INTEREST. Since the iTurf initial public offering in April 1999,
we reflect the outside ownership of that subsidiary as minority interest. As of
April 29, 2000, we owned 57% of the value and controlled 89% of the vote of
iTurf.
INCOME TAXES. The decrease in our effective income tax rate relates
primarily to iTurf losses. Since the iTurf initial public offering in April
1999, iTurf continues to be consolidated in the dELiA*s Inc. financial
statements for reporting purposes but iTurf is no longer a part of our
consolidated group for tax purposes and the deferred tax assets arising from its
net operating loss are fully reserved.
QUARTERLY RESULTS OF OPERATIONS AND SEASONALITY
dELiA*s is subject to seasonal fluctuations in our merchandise sales and
results of operations. We expect our net sales and results of operations
generally to be lower in the second quarter and higher in the fourth quarter
(which includes the holiday season) of each fiscal year. Our quarterly results
may fluctuate as a result of numerous factors, including the timing, quantity
and cost of catalog mailings, responses to those mailings, the timing of sale
circulars and liquidations, the timing of merchandise deliveries, market
acceptance of 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 integration of acquisitions,
the incurrence of other operating costs and factors beyond 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
Cash used in operations in the first quarter of fiscal 2000 and 1999 was
$12.9 million and $9.7 million, respectively. The increase in cash used in
operations primarily relates to increased operating losses.
Investing activities provided $7.4 million in the first quarter of fiscal
2000, primarily relating to net proceeds from iTurf's investments offset by
capital expenditures, and used $3.4 million for capital expenditures in the
first quarter of fiscal 1999.
Cash flows from financing activities in the first quarter of fiscal 1999
were $99.1 million as a result of the initial public offering of iTurf common
stock. We did not engage in significant financing activities in the first
quarter of fiscal 2000.
During fiscal 2000, we expect our capital expenditures to total in excess
$9 million for the continued expansion of our dELiA*s retail concept, investment
in information systems at iTurf and other subsidiaries as
well as leasehold improvements and equipment relating to new corporate offices.
We believe that our consolidated cash on hand, together with the funds available
under our credit agreement and new equipment leases and cash available from the
sale of iTurf stock, will be sufficient to meet our consolidated capital and net
operating requirements through fiscal 2000.
13
<PAGE>
In August 1999, in connection with the purchase of our distribution
facility in Hanover, Pennsylvania, we borrowed $5.3 million from Allfirst Bank
in the form of a mortgage loan on the property. We are subject to certain
covenants under the loan agreement, including a covenant to maintain a fixed
charge coverage ratio. On August 10, 1999 we entered into an interest-rate swap
agreement with Allfirst Bank under which we effectively converted the
LIBOR-based variable interest rate mortgage to a fixed rate loan with an
interest rate of approximately 8.78%. On April 26, 2000, we received a waiver
through the first quarter of fiscal 2001 of the fixed charge coverage ratio
covenant under our Allfirst mortgage loan relating to our warehouse in Hanover,
PA.
On April 28, 2000, we entered into the Amended and Restated Credit
Agreement with Congress Financial Corporation. The Agreement amends and restates
the terms of our credit facility with First Union National Bank, the parent
company of Congress. The Congress credit facility consists of a revolving line
of credit permitting us to borrow up to $25 million and provides for the
issuance of documentary and standby letters of credit up to $10 million. Our
obligations under the Congress credit agreement are secured by a lien on
substantially all of our assets, except specified real property, the Class B
common stock of iTurf that we own and the assets of iTurf and its subsidiaries.
(See below for restrictions on distribution of iTurf shares.) As with the First
Union facility, the availability of the revolving line of credit is limited to
specified percentages of the value of our eligible inventory determined under
the credit agreement, which percentages are subject to certain restrictions and
reserves in certain circumstances. However, the Congress credit facility
provides us with a higher initial borrowing base than that provided by the First
Union facility. At our option, borrowings under this facility bear interest at
First Union National Bank's prime rate plus 25 basis points or at LIBOR plus 225
basis points. The credit agreement contains covenants and default provisions
customary for credit facilities of this nature, including limitations on our
payment of dividends and sales of assets. A fee of 0.375% per year is assessed
monthly on the unused portion of the line of credit. The Congress credit
agreement contains controls on our cash management and certain limits on our
ability to distribute assets. In particular, we will be prohibited from
distributing any iTurf shares to our shareholders prior to November 1, 2000, and
may be similarly restricted thereafter if we have not met, among other things,
minimum borrowing capacity availability requirements. As of April 29, 2000,
there was $3 million in principal amount outstanding and an additional $9.4
million available under the loan.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
We maintain the majority of our excess funds in marketable securities.
These financial instruments are subject to interest rate risk and will decline
in value if interest rates increase. We do not believe that a change of 100
basis points in interest rates would have a material effect on our financial
condition.
Our outstanding long-term debt as of April 29, 2000 when offset by our
interest rate hedge bears interest at a fixed rate; therefore, our results of
operations would only be affected by interest rate changes to the extent that
fluctuating rate loans are outstanding under our credit facility. As of April
29, 2000, we had $3 million outstanding under such facility. We do not believe
that a change of 100 basis points in interest rates would have a material effect
on our financial condition.
14
<PAGE>
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In 1999, two separate purported securities class action lawsuits were filed
against us and certain of our officers and directors and one former officer of a
subsidiary. The original complaints were filed in Federal District Court for the
Southern District of New York by Allain Roy on June 1, 1999 and by Lorraine
Padgett on June 3, 1999. The suits were consolidated into a single class action
and an amended and consolidated complaint was filed on March 22, 2000. The
complaint in this lawsuit purports to be a class action on behalf of the
purchasers of our securities during the period January 20, 1998 through
September 10, 1998. The complaint generally alleges that the defendants violated
Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder
by making material misstatements and by failing to disclose certain allegedly
material information regarding trends in our business. The complaint also
alleges that the individual defendants are liable for those violations under
Section 20(a) of the Securities Exchange Act. The complaint seeks unspecified
damages, attorneys' and experts' fees and costs, and such other relief as the
court deems proper. On April 14, 2000, dELiA*s Inc. and the other named
defendants filed a motion to dismiss the lawsuit. On May 12, 2000, counsel for
the plaintiffs filed a memo in response to our motion and on May 26, 2000, we
filed a reply to that response.
We intend to vigorously defend against these actions. Based upon
information presently known to management, we do not believe that the ultimate
resolution of these lawsuits will have a material adverse effect on our
financial condition, results of operations or cash flow.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
SALES OF UNREGISTERED SECURITIES
On February 15, 2000, we issued 168,039 shares of our Class A common stock
to the shareholders of American Retail Enterprises in a transaction which was
exempt from Section 5 of the Securities Act pursuant to Section 4(2) of the
Securities Act.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) See "Exhibit Index" following the signature page.
(b) We filed a current report on Form 8-K dated February 28, 2000 reporting
Item 5. This report contained information on iTurf's acquisition of
theSpark.com, Inc.
15
<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: June 13, 2000
By: /s/ STEPHEN I. KAHN
---------------------------------------------
Stephen I. Kahn
Chairman of the Board and Chief Executive
Officer
By: /s/ R. JAMES COOPER
---------------------------------------------
R. James Cooper
Chief Financial Officer and Treasurer
(principal financial and accounting
officer)
16
<PAGE>
EXHIBIT INDEX
2.1 Bill of Sale and Contribution and Assumption Agreement between dELiA*s
LLC and dELiA*s Inc. (incorporated by reference to Exhibit 2.1 to the
dELiA*s Inc. Registration Statement on Form S-1 (Registration No.
333-15153))
3.1 Certificate of incorporation of dELiA*s Inc. (incorporated by reference
to Exhibit 3.1 to the dELiA*s Inc. Registration Statement on Form S-1
(Registration No. 333-15153))
3.2 Bylaws of dELiA*s Inc. (incorporated by reference to Exhibit 3.2 to the
dELiA*s Inc. Registration Statement on Form S-1 (Registration No.
333-15153))
10.1 Form of Employment Agreement between dELiA*s Inc. and Stephen I. Kahn
(incorporated by reference to Exhibit 10.1 to the dELiA*s Inc.
Registration Statement on Form S-1 (Registration No. 333-15153))
10.2 Employment Agreement between dELiA*s Inc. and Christopher C. Edgar
(incorporated by reference to Exhibit 10.2 to the dELiA*s Inc.
Registration Statement on Form S-1 (Registration No. 333-15153))
10.3 Employment Agreement between dELiA*s Inc. and Evan Guillemin
(incorporated by reference to Exhibit 10.3 to the dELiA*s Inc.
Registration Statement on Form S-1 (Registration No. 333-15153))
10.4 Form of Family Stockholders Agreement among dELiA*s Inc., Stephen I.
Kahn and the persons listed on Exhibit A thereto (incorporated by
reference to Exhibit 10.4 to the dELiA*s Inc. Registration Statement on
Form S-1 (Registration No. 333-15153))
10.5 Amended and Restated 1996 Stock Incentive Plan (incorporated by
reference to the dELiA*s Inc. Schedule 14A filed on June 12, 1998)
10.6 [omitted]
10.7 Stock Option Agreement between dELiA*s Inc. and Evan Guillemin
(incorporated by reference to Exhibit 10.7 to the dELiA*s Inc.
Registration Statement on Form S-1 (Registration No. 333-15153))
10.8 [omitted]
10.9 Lease Agreement dated May 3, 1995 between dELiA*s Inc. 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 dELiA*s Inc. Registration Statement on Form S-1 (Registration No.
333-15153))
10.10 [omitted]
10.11 Employment Agreement dated April 5, 1999 between iTurf Inc. and Stephen
I. Kahn (incorporated by reference to Exhibit 10.10 to the iTurf Inc.
registration statement on Form S-1 (Registration No. 333-71123))
10.12 [omitted]
10.13 Agreement dated April 4, 1997 between dELiA*s Inc. and The Rector,
Church Wardens and Vestrymen of Trinity Church in the City of New York
amending the Lease Agreement (incorporated by reference to Exhibit
10.13 to the dELiA*s Inc. Annual Report on Form 10-K for the fiscal
year ended January 31, 1997)
10.14 Agreement dated October 7, 1997 between dELiA*s Inc. and The Rector,
Church Wardens and Vestrymen of Trinity Church in the City of New York
amending the Lease Agreement (incorporated by reference to Exhibit
10.14 to the dELiA*s Inc. Quarterly Report on Form 10-Q for the fiscal
quarter ended October 31, 1997)
17
<PAGE>
10.15 Amendment No. 1 to Employment Agreement between dELiA*s Inc. and
Christopher C. Edgar, dated September 15, 1998 (incorporated by
reference to Exhibit 10.15 to the dELiA*s Inc. Quarterly Report on Form
10-Q for the fiscal quarter ended October 31, 1998)
10.16 Amendment No. 1 to Employment Agreement between dELiA*s Inc. and Evan
Guillemin, dated September 15, 1998 (incorporated by reference to
Exhibit 10.16 to the dELiA*s Inc. Quarterly Report on Form 10-Q for the
fiscal quarter ended October 31, 1998)
10.17 [omitted]
10.18 1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.17
to the dELiA*s Inc. Quarterly Report on Form 10-Q for the fiscal
quarter ended October 31, 1998)
10.19 Intercompany Services Agreement between dELiA*s Inc. and iTurf Inc.,
dated April 8, 1999 (incorporated by reference to Exhibit 10.1 to the
iTurf Inc. registration statement on Form S-1 (Registration No.
333-71123))
10.20 Trademark License Agreement between dELiA*s Inc. and iTurf Inc., dated
April 8, 1999 (incorporated by reference to Exhibit 10.2 to the iTurf
Inc. registration statement on Form S-1 (Registration No. 333-71123))
10.21 Amendment No. 1, dated April 8, 1999, to Credit Agreement between First
Union National Bank, dELiA*s Inc. and our subsidiaries listed on the
signature page thereto (incorporated by reference to Exhibit 10.21 to
the dELiA*s Inc. annual report on Form 10-K for the fiscal year ended
January 31, 1999)
10.22 Advertising Agreement between iTurf and America Online, Inc., dated May
4, 1999 (incorporated by reference to Exhibit 10.16 to the iTurf Inc.
Quarterly Report on Form 10-Q for the fiscal quarter ended May 1,
1999)**
10.23 Construction Loan Agreement dated August 6, 1999, among dELiA*s
Distribution Company, dELiA*s Inc. and Allfirst Bank (incorporated by
reference to Exhibit 10.23 to the dELiA*s Inc. Quarterly Report on Form
10-Q for the fiscal quarter ended July 31, 1999)
10.24 Mortgage Note dated August 6, 1999 made by dELiA*s Distribution Company
in favor of Allfirst Bank (incorporated by reference to Exhibit 10.24
to the dELiA*s Inc. Quarterly Report on Form 10-Q for the fiscal
quarter ended July 31, 1999)
10.25 Online Advertising Authorized Reseller Agreement between iTurf,
T@ponline and MarketSource Corporation, dated September 1, 1999
(incorporated by reference to Exhibit 99.1 to the iTurf Inc. Current
Report on Form 8-K dated September 7, 1999)
10.26 Offline Advertising Purchase Agreement between iTurf and MarketSource
Corporation, dated September 1, 1999 (incorporated by reference to
Exhibit 99.2 of iTurf's Current Report on Form 8-K dated September 7,
1999)
10.27 Registration Rights Agreement between iTurf and MarketSource
Corporation (incorporated by reference to Exhibit 10.19 to the iTurf
Inc. Registration Statement on Form S-1 (Registration No. 333-90435))
10.28 Amendment No. 2 to Employment Agreement between dELiA*s Inc. and
Christopher C. Edgar, dated October 18, 1999 (incorporated by reference
to Exhibit 10.28 to the dELiA*s Inc. Quarterly Report on Form 10-Q for
the fiscal quarter ended October 31, 1999)
10.29 Amendment No. 2 to Employment Agreement between dELiA*s Inc. and Evan
Guillemin, dated October 18, 1999 (incorporated by reference to Exhibit
10.29 to the dELiA*s Inc. Quarterly Report on Form 10-Q for the fiscal
quarter ended October 31, 1999)
18
<PAGE>
10.30 Employment Agreement dated August 1998 between Storybook Inc. (a
wholly-owned subsidiary of dELiA*s Inc.) and Estelle DeMuesy
(incorporated by reference to Exhibit 10.30 to the dELiA*s Inc.
Quarterly Report on Form 10-Q for the fiscal quarter ended October 31,
1999)
10.31 Employment Agreement dated February 2, 2000 between dELiA*s Inc. and R.
James Cooper (incorporated by reference to Exhibit 10.31 to the dELiA*s
Inc. annual report on Form 10-K for the fiscal year ended January 29,
2000)
10.32 Lease Agreement dated January 30, 2000 by and between iTurf and the
State-Whitehall Company (incorporated by reference to Exhibit 10.20 to
the iTurf Inc. Annual Report on Form 10-K for the fiscal year ended
January 29, 2000)
10.33 Amended and Restated Credit Agreement among dELiA*s Inc. and its
Subsidiaries set forth on Schedule 1 thereto and Congress Financial
Corporation dated April 28, 2000 (incorporated by reference to the
Company's Current Report on Form 8-K dated May 2, 2000).
10.34 Letter Agreement among dELiA*s Inc. and certain of its subsidiaries and
Congress Financial Corporation dated April 28, 2000, regarding the
Distribution of iTurf Shares (incorporated by reference to the
Company's Current Report on Form 8-K dated May 2, 2000).
10.35* Amendment No. 1 to Employment Agreement between dELiA*s Inc. and
Stephen I. Kahn, dated June 9, 2000.
10.36* Amendment No. 3 to Employment Agreement between dELiA*s Inc. and
Christopher C. Edgar, dated June 9, 2000.
27* Financial Data Schedule
----------
* Filed herewith
** Confidential treatment requested as to certain portions, which portions have
been omitted and filed separately with the SEC.
19
