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OMB APPROVAL
UNITED STATES ----------------------------
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058
WASHINGTON, D.C. 20549 Expires: June 30, 1991
Average estimated burden
hours per response......2.50
FORM 12b-25 ----------------------------
SEC FILE NUMBER
0-25347
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NOTIFICATION OF LATE FILING CUSIP NUMBER
24688Q 10 1
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(CHECK ONE): |_| Form 10-KSB |_| Form 20-F |_| Form 11-K |X| Form 10-Q
|_| Form N-SAR
For Period Ended: 10/28/00
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
dELiA*s Corp.
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Full Name of Registrant
iTurf Inc.
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Former Name if Applicable
435 Hudson Street, 5th Floor
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Address of Principal Executive Office (STREET AND NUMBER)
New York, NY 10014
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
|
|X| | (a) The reasons described in reasonable detail in Part
| III of this form could not be eliminated without
| unreasonable effort or expense;
|X| | (b) The subject annual report, or semi-annual report,
| transition report on Form 10-K, Form 20-F, Form 11-K,
| Form N-SAR, or portion thereof, will be filed on or
| before the fifteenth calendar day following the
| prescribed due date; or the subject quarterly report
| or transition report on Form 10-Q, or portion
| thereof, will be filed on or before the fifth
| calendar day following the prescribed due date; and
|_| | (c) The accountant's statement or other exhibit required
| by Rule 12b-25(c) has been attached if applicable.
|
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PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (ATTACH EXTRA SHEETS IF NEEDED)
THE COMPANY WAS DELAYED IN PREPARATION OF ITS QUARTERLY REPORT ON FORM
10-Q DUE TO A RECENT CHANGE IN CHIEF FINANCIAL OFFICERS, THE NEED TO
FINALIZE SEVERAL ONE-TIME CHARGES TAKEN IN THE THIRD QUARTER OF
FISCAL 2000 AND THE NEED TO PREPARE DISCLOSURE RELATED TO THE
ACQUISITION OF dELiA*S INC. BY iTurf INC.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Timothy B. Schmidt, Esq. (212) 807-9060
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months (or for such
shorter) period that the registrant was required to file such reports)
been filed? If answer is no, identify report(s).
|X| Yes |_| No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof?
|X| Yes |_| No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made. SEE ATTACHMENT
"A".
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dELiA*S Corp.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: December 13, 2000 By: /s/ Dennis Goldstein
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Dennis Goldstein
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240. 12b-25) of the
General Rules and Regulations under the Securities Exchange Act of
1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and
Exchange Commission, Washington, D.C. 20549, in accordance with Rule
0-3 of the General Rules and Regulations under the Act. The information
contained in or filed with the form will be made a matter of public
record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of
securities of the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The
form shall be clearly identified as an amended notification.
SEC 1344(8-89) (ATTACH EXTRA SHEETS IF NEEDED)
12/12/00
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ATTACHMENT A
DELIA*S CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
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THIRTEEN WEEKS THIRTY-NINE WEEKS
ENDED ENDED
10/30/99 10/28/00 10/30/99 10/28/00
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Net sales $ 48,085 $ 52,332 $ 123,272 $ 138,684
Cost of sales (a) 25,776 29,089 69,249 76,003
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Gross profit 22,309 23,243 54,023 62,681
Selling, general and
administrative expenses (b) 32,395 36,240 80,053 108,785
Noncash compensation - 1,943 - 3,544
Restructuring charge (c) - 18,847 22,907 18,847
Non-recurring charges (d) - 1,794 - 1,794
Gain on subsidiary initial public offering - - (70,091) -
Interest and other expense (income), net (703) 184 (1,870) (897)
Minority interest (e) (2,125) (11,823) (2,610) (20,411)
---------- --------- --------- --------
Income (loss) before
provision for income taxes (7,258) (23,942) 25,634 (48,981)
Provision (benefit) for income taxes (f) (1,257) 18,729 12,863 12,929
---------- --------- --------- --------
Net income (loss) $ (6,001) $ (42,671) $ 12,771 $(61,910)
========== ========== ======== =========
PER SHARE DATA:
Basic net income (loss) per share $ (0.42) $ (2.94) $ 0.89 $ (4.26)
========== ========== ======== =========
Diluted net income (loss) per share $ (0.42) $ (2.94) $ 0.82 $ (4.26)
========== ========== ======== =========
Shares used in the calculation of basic
net income (loss) per share 14,342 14,535 14,301 14,524
Shares used in the calculation of
diluted net income (loss) per share 14,342 14,535 15,494 14,524
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(a) First quarter 1999 cost of sales includes approximately $500,000 in charges
related to the closing and conversion of Screeem! stores. Third quarter 2000
cost of sales includes approximately $1,400,000 in charges related to the
closing of TSI Soccer stores.
(b) Third quarter 2000 selling, general and administrative expenses includes
approximately $1,250,000 of primarily non-cash charges related to outdated
or replaced fixed assets and leasehold improvements.
(c) First quarter 1999 restructuring charge relates to the primarily non-cash
charge associated with the write-off of goodwill and other assets in
connection with the closing and conversion of Screeem! Stores. Third quarter
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2000 restructuring charge relates to the primarily non-cash charges
associated with the write-off of goodwill and other assets in connection
with the discontinuation of Ontap.com and the closing of the TSI Soccer
stores. In addition, the third quarter 2000 includes approximately $750,000
of reversal of excess restructuring reserve related to Screeem!.
(d) Third quarter 2000 non-recurring charges relate to expensed transaction
costs associated with the recombination.
(e) Third quarter 2000 minority interest includes approximately $7,800,000
related to $17,000,000 of iTurf's restructuring and other non-recurring
charges.
(f) Third quarter 2000 provision for income taxes includes approximately
$20,350,000 of expense to reserve fully for the cumulative net deferred tax
assets (as of 10/28/00) of dELiA*s Inc.
The third quarter and year-to-date statements of operations consolidate
the results and financial position of dELiA*s Inc., with minority interest
representing the outside ownership of iTurf Inc. The consolidated results of
dELiA*s Corp. will not include minority interest after November 20, 2000, the
date of the merger of dELiA*s Inc. and iTurf Inc. The merger transaction will be
accounted for as a purchase by dELiA*s of the minority interest in iTurf held by
the public.
Net sales for the third quarter increased 8.8% to $52.3 million from $48.1
million in the third quarter of last year. Excluding restructuring and certain
other charges, the net loss for the third quarter was $6.8 million, or $0.47 per
basic and diluted share, compared to a net loss of $6.0 million, or $0.42 per
basic and diluted share a year ago. The net loss including these charges was
$42.7 million in the third quarter, or $2.94 per basic and diluted share. The
$35.8 million of primarily non-cash, restructuring and other non-recurring
pre-tax charges and tax provisions primarily relate to the Company's decisions
to close OnTap.com, close the Company's TSI Soccer stores and recombine dELiA*s
Inc. and iTurf Inc.
Net sales for the thirty-nine weeks ended October 28, 2000 increased 12.5%
to $138.7 million from $123.3 million in the prior-year thirty-nine week period.
Excluding non-recurring gains, restructuring and other charges, the net loss for
the thirty-nine week period was $26.1 million, or $1.80 per basic and diluted
share compared to a net loss of $14.5 million or $1.01 per basic share for the
same period of last year. The net loss including non-recurring gains and charges
for the thirty-nine week period was $61.9 million, or $4.26 per diluted share
compared to net income for the same period of last year of $12.8 million, or
$0.82 per diluted share.
