<PAGE>
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 14, 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 OCTOBER 28, 2000
Commission file number 0-25347
DELIA*S CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-3963754
(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 Class A Common Stock outstanding as of December 11, 2000:
38,275,306
Number of shares of Class B Common Stock outstanding as of December 11, 2000:
11,425,000
-------------
<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, THE CONDITION OF THE FINANCIAL MARKETS GENERALLY; FUTURE
CONDITIONS OF THE MARKET FOR OUR CLASS A COMMON STOCK; THE RISK THAT OUR
BUSINESSES WILL NOT BE INTEGRATED SUCCESSFULLY FOLLOWING THE RECENT
RECOMBINATION OF ITURF INC. AND DELIA*S INC.; COSTS RELATED TO THE MERGER AND
CERTAIN RESTRUCTURING INITIATIVES, INCLUDING THE DISCONTINUATION OF TSI
SOCCER'S RETAIL OPERATIONS AND ITURF.COM'S INTERNET CONTENT OPERATIONS; OUR
ABILITY TO ACHIEVE SAVINGS FROM ADDITIONAL OPERATING EFFICIENCIES IN A
TIMELY FASHION OR AT ALL; THE RISK THAT COST REDUCTION INITIATIVES MAY LEAD
TO REDUCED SERVICE LEVELS OR PRODUCT QUALITY, WHICH COULD HAVE AN ADVERSE
IMPACT ON REVENUES; THE EFFECT OF THE MARKET FOR ACQUISITIONS OF DIRECT
MARKETING, SPORTING GOODS OR INTERNET CONTENT BUSINESSES ON OUR ABILITY TO
DIVEST ASSETS IN A TIMELY MANNER; ACCESS TO FINANCING TO FUND OPERATIONS AND
THE EXPANSION STRATEGIES OF EACH BUSINESS; INCREASES IN THE COST OF
MATERIALS, PRINTING, PAPER, POSTAGE, SHIPPING AND LABOR; TIMING AND QUANTITY
OF CATALOG AND ELECTRONIC MAILINGS; RESPONSE RATES; EACH COMPANY'S ABILITY TO
LEVERAGE INVESTMENTS MADE IN INFRASTRUCTURE TO SUPPORT EXPANSION; ACCEPTANCE
OF NEW RETAIL CONCEPTS; AVAILABILITY OF ACCEPTABLE STORE SITES AND LEASE
TERMS; ABILITY TO OPEN NEW STORES IN A TIMELY FASHION; POSSIBILITY OF
INCREASING COMPARABLE STORE SALES; ADVERSE WEATHER CONDITIONS AND OTHER
FACTORS AFFECTING RETAIL STORES GENERALLY; LEVELS OF COMPETITION; OUR ABILITY
TO SELL ADVERTISING ON-LINE; CHANGES IN THE GROWTH RATE OF INTERNET USAGE AND
ONLINE USER TRAFFIC LEVELS; LEVELS OF DEMAND FOR INTERNET ADVERTISING; THE
ABILITY OF COMPUTER SYSTEMS TO SCALE WITH GROWTH IN ONLINE TRAFFIC;
DIFFICULTIES IN INTEGRATING ACQUISITIONS OF NEW BUSINESSES AND TECHNOLOGY;
OUR ABILITY TO RETAIN KEY PERSONNEL; GENERAL ECONOMIC CONDITIONS; OUR ABILITY
TO ANTICIPATE AND RESPOND TO FASHION TRENDS; OUR DEPENDENCE ON THIRD PARTIES;
AND OTHER FACTORS DETAILED ELSEWHERE IN THIS REPORT AND IN ITURF'S AND
DELIA*S MOST RECENT PROXY STATEMENTS, ANNUAL REPORTS ON FORM 10-K AND
QUARTERLY REPORTS ON FORM 10-Q FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION.
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.
2
<PAGE>
ANY REFERENCE IN THIS REPORT TO A PARTICULAR FISCAL YEAR IS TO THE YEAR ENDED
ON THE SATURDAY CLOSEST TO JANUARY 31 FOLLOWING THE CORRESPONDING CALENDAR YEAR.
FOR EXAMPLE, "FISCAL 2000" MEANS THE PERIOD FROM JANUARY 30, 2000 TO FEBRUARY 3,
2001.
ON NOVEMBER 20, 2000, DELIA*S INC. AND ITURF INC. COMPLETED A MERGER (SEE
NOTE 9 OF NOTES TO THE FINANCIAL STATEMENTS). THE MERGER TRANSACTION WILL BE
ACCOUNTED FOR AS A PURCHASE BY DELIA*S OF THE MINORITY INTEREST IN ITURF HELD
BY THE PUBLIC. AS A RESULT, THE HISTORICAL FINANCIAL STATEMENTS OF DELIA*S
CORP. CONTAINED HEREIN ARE THE HISTORICAL FINANCIAL STATEMENTS OF DELIA*S
INC. AND DO NOT REFLECT THE MERGER TRANSACTION. THE MERGER TRANSACTION
WILL BE REFLECTED AS OF NOVEMBER 20, 2000.
PART I
FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
3
<PAGE>
DELIA*S CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
JANUARY 29, 2000 OCTOBER 28, 2000
---------------- ----------------
* (UNAUDITED)
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents ................................ $ 24,985 $ 8,999
Short-term investments ................................... 32,893 18,358
Merchandise inventories .................................. 28,322 34,964
Deferred tax assets ...................................... 12,063 --
Prepaid expenses and other current assets ................ 15,014 17,091
--------- ---------
Total current assets ................................... 113,277 79,412
PROPERTY AND EQUIPMENT, net of accumulated depreciation of
$6,635 at January 29, 2000 and $12,922 at October 28, 2000 35,483 32,880
LONG-TERM INVESTMENTS ........................................ 11,024 1,000
INTANGIBLE ASSETS ............................................ 23,456 18,556
OTHER ASSETS ................................................. 800 461
--------- ---------
TOTAL ASSETS ................................................. $ 184,040 $ 132,309
========= =========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
<S> <C> <C>
Accounts payable and accrued expenses .................... $ 21,643 $ 23,017
Bank loan payable ........................................ 3,000 13,001
Current portion of long-term debt ........................ 719 5,285
Accrued restructuring .................................... 1,685 1,776
Other current liabilities ................................ 2,278 2,997
--------- ---------
Total current liabilities .............................. 29,325 46,076
DEFERRED TAX LIABILITIES ..................................... 23,901 26,113
LONG-TERM DEBT AND CAPITAL LEASES ............................ 6,756 1,770
OTHER LONG-TERM LIABILITIES .................................. 403 513
MINORITY INTEREST ............................................ 40,734 32,591
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
16,786,786 shares, respectively ........................ 149 168
Additional paid-in capital ............................... 80,216 86,284
Deferred compensation .................................... -- (1,852)
Less common stock in treasury (551,046 shares) ........... (17,734) (17,734)
Retained earnings (accumulated deficit) .................. 20,290 (41,620)
--------- ---------
Total stockholders' equity ............................. 82,921 25,246
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ................... $ 184,040 $ 132,309
========= =========
</TABLE>
* Condensed from audited financial statements of dELiA*s Inc., the deemed
acquirer of iTurf (See Note 1)
See Notes to Unaudited Condensed Consolidated Financial Statements
4
<PAGE>
DELIA*S CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
OCTOBER 30, 1999 OCTOBER 28, 2000
---------------- ----------------
(UNAUDITED)
<S> <C> <C>
NET SALES .................................. $ 48,085 $ 52,332
COST OF SALES .............................. 25,776 29,089
-------- --------
GROSS PROFIT ............................... 22,309 23,243
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 32,395 38,183
RESTRUCTURING CHARGE ....................... -- 18,847
NON-RECURRING CHARGES ...................... -- 1,794
INTEREST AND OTHER EXPENSE (INCOME), NET ... (703) 184
MINORITY INTEREST .......................... (2,125) (11,823)
-------- --------
LOSS BEFORE INCOME TAXES ................... (7,258) (23,942)
(BENEFIT) PROVISION FOR INCOME TAXES ....... (1,257) 18,729
-------- --------
NET LOSS ................................... $ (6,001) $(42,671)
======== ========
BASIC AND DILUTED NET LOSS PER SHARE ....... $ (0.42) $ (2.94)
======== ========
SHARES USED IN THE CALCULATION OF BASIC AND
DILUTED NET LOSS PER SHARE ................. 14,342 14,535
======== ========
<CAPTION>
THIRTY-NINE WEEKS ENDED
OCTOBER 30, 1999 OCTOBER 28, 2000
---------------- ----------------
(UNAUDITED)
<S> <C> <C>
NET SALES ................................... $123,272 $ 138,684
COST OF SALES ............................... 69,249 76,003
-------- ---------
GROSS PROFIT ................................ 54,023 62,681
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 80,053 112,329
RESTRUCTURING CHARGE ........................ 22,907 18,847
NON-RECURRING CHARGES ....................... -- 1,794
GAIN ON SUBSIDIARY INITIAL PUBLIC OFFERING .. (70,091) --
INTEREST AND OTHER INCOME, NET .............. (1,870) (897)
MINORITY INTEREST ........................... (2,610) (20,411)
-------- ---------
INCOME (LOSS) BEFORE INCOME TAXES ........... 25,634 (48,981)
PROVISION FOR INCOME TAXES .................. 12,863 12,929
-------- ---------
NET INCOME (LOSS) ........................... $ 12,771 $ (61,910)
======== =========
BASIC NET INCOME (LOSS) PER SHARE ........... $ 0.89 $ (4.26)
======== =========
DILUTED NET INCOME (LOSS) PER SHARE ......... $ 0.82 $ (4.26)
======== =========
SHARES USED IN THE CALCULATION OF BASIC NET
INCOME (LOSS) PER SHARE ................. 14,301 14,524
======== =========
SHARES USED IN THE CALCULATION OF DILUTED NET
INCOME (LOSS) PER SHARE ................. 15,494 14,524
======== =========
</TABLE>
See Notes to Unaudited Condensed Consolidated Financial Statements
5
<PAGE>
DELIA*S CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
THIRTY-NINE WEEKS ENDED
OCTOBER 30, 1999 OCTOBER 28, 2000
---------------- ----------------
(UNAUDITED)
OPERATING ACTIVITIES:
<S> <C> <C>
Net income (loss) ...................................................... $ 12,771 $ (61,910)
Adjustments to reconcile net income (loss) to net cash used in operating
activities:
Depreciation and amortization .................................... 2,950 9,557
Gain on subsidiary IPO ........................................... (70,091) --
Restructuring charges ............................................ 23,407 20,247
Valuation allowance for deferred tax assets ...................... -- 20,350
Deferred taxes ................................................... 19,309 (7,481)
Other noncash fixed asset write-off .............................. -- 1,037
Noncash compensation ............................................. -- 3,618
Minority interest ................................................ (2,610) (20,411)
Amortization of investments ...................................... (318) (466)
Changes in operating assets and liabilities:
Merchandise inventories ........................................ (18,578) (8,042)
Prepaid expenses and other current assets ...................... (14,954) (1,781)
Other assets ................................................... 1,718 341
Current liabilities ............................................ 15,343 1,257
Deferred credits ............................................... 183 96
--------- ---------
Net cash used in operating activities .................................. (30,870) (43,588)
========= =========
INVESTING ACTIVITIES:
Acquisition of businesses, net of cash acquired ........................ (444) 174
Capital expenditures ................................................... (24,571) (7,212)
Purchase of held-to-maturity investment securities ..................... (65,158) (23,298)
Proceeds from the maturity of investment securities .................... 16,994 48,323
--------- ---------
Net cash (used in) provided by investing activities ........................ (73,179) 17,987
========= =========
FINANCING ACTIVITIES:
Net proceeds from issuance of subsidiary common stock .................. 97,639 --
Borrowings under line of credit agreement .............................. -- 10,001
Proceeds from long-term debt and capital leases ........................ 16,585 --
Principal payments on long-term debt and capital leases ................ (259) (460)
Exercise of dELiA*s stock options ....................................... -- 20
Exercise of 193,285 and 3,500 stock options, respectively .............. 1,121 54
--------- ---------
Net cash provided by financing activities .................................. 115,086 9,615
========= =========
INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS ............................. 11,037 (15,986)
CASH & CASH EQUIVALENTS--BEGINNING OF PERIOD ............................... 10,981 24,985
--------- ---------
CASH & CASH EQUIVALENTS--END OF PERIOD ..................................... $ 22,018 $ 8,999
========= =========
</TABLE>
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITIES:
o May 2000 issuance of restricted stock. See Note 8.
o February 2000 issuance of iTurf common stock to acquire theSpark.com, Inc.
See Note 5.
o June 1999 cancellation of 33,784 shares of common stock in connection with
the Screeem! acquisition.
See Notes to Unaudited Condensed Consolidated Financial Statements.
6
<PAGE>
DELIA*S CORP. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BUSINESS
Through our catalogs, retail stores and Web sites, we are a leading marketer
of casual apparel, accessories, soccer merchandise and Internet content and
community services to young men and women primarily between the ages of 13
and 24.
On November 20, 2000, iTurf Inc. ("iTurf"), a subsidiary of dELiA*s Inc. ("Old
dELiA*s"), acquired Old dELiA*s pursuant to an Agreement and Plan of Merger by
and among iTurf, iTurf Breakfast Corporation, a wholly-owned subsidiary of iTurf
("Merger Sub"), and Old dELiA*s. Pursuant to the Merger Agreement, Merger Sub
was merged with and into Old dELiA*s (the "Merger"), with Old dELiA*s as the
surviving corporation, under the new name dELiA*s Group Inc., becoming a
wholly-owned subsidiary of iTurf. See Note 9. In connection with the Merger,
iTurf Inc. changed its name to dELiA*s Corp. References herein to "we", "our"
and similar phrases and to dELiA*s refer to dELiA*s Inc. prior to November 20,
2000 and to dELiA*s Corp. on or after that date.
The Merger is being accounted for as a "purchase" for accounting and
financial reporting purposes. Although iTurf Inc. was the legal acquirer, the
Merger is being treated as a reverse acquisition by Old dELiA*s of the 46%
minority interest of iTurf, that is, the shares of iTurf's common stock that
Old dELiA*s did not already own immediately prior to the Merger, because Old
dELiA*s stockholders received more than 50% of the combined company.
Accordingly, the historical results and financial position presented here are
the same as Old dELiA*s historical results and financial position, which
consolidate the results and financial position of iTurf, with the outside
ownership of iTurf for the period from iTurf's initial public offering until
the closing of the Merger shown as minority interest. Beginning with our
financial reporting for the fourth quarter of fiscal 2000, the financial
statements of dELiA*s Corp. will reflect the combined operations of iTurf and
dELiA*s, without minority interest from the date of the Merger. See Note 9.
On a pro forma basis, assuming the merger had occurred on the first day of
fiscal 2000, net loss and loss per share would have been approximately $76.3
million and $1.99, respectively, for the thirty-nine weeks ended October 28,
2000. The October 28, 2000 pro forma balance sheet would have zero balances
for deferred tax liabilities and minority interest, with the offsets
primarily reflected as increases in stockholders' equity for the new stock
issuance, decreases in iTurf's long-term assets, adjustments to cash and
accruals for merger costs and excess of net assets acquired over cost
("negative goodwill") for the balance.
We are subject to seasonal fluctuations in our merchandise sales and results
of operations. We expect our net sales generally to be lower in the first half
of each fiscal year than in the second 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 Inc. and subsidiaries, all of which, except
iTurf Inc., which was our Internet-focused subsidiary until the time of the
Merger, 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 dELiA*s Inc. - January 29, 2000 audited consolidated
financial statements and the notes thereto, which are included in dELiA*s
Inc. - 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.
7
<PAGE>
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 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. In connection with our
ongoing restructuring, it is likely that our segment reporting will change
going forward.
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED OCTOBER 30, 1999 CATALOG RETAIL ITURF TOTAL
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenues from external customers $ 25,147,000 $ 17,637,000 $ 5,301,000 $ 48,085,000
Operating loss (1,124,000) (820,000) (7,319,000) (9,263,000)
THIRTEEN WEEKS ENDED OCTOBER 28, 2000 CATALOG RETAIL ITURF TOTAL
------------- ------------- ------------- -------------
Revenues from external customers $ 24,195,000 $ 19,273,000 $ 8,864,000 $ 52,332,000
Operating loss (2,066,000) 88,000 (9,218,000) (11,196,000)
THIRTY-NINE WEEKS ENDED OCTOBER 30, 1999 CATALOG RETAIL ITURF TOTAL
------------- ------------- ------------- -------------
Revenues from external customers $ 74,911,000 $ 37,493,000 $ 10,868,000 $ 123,272,000
Operating loss (6,596,000) (6,553,000) (10,540,000) (23,689,000)
Property and equipment, net, at
period end 7,248,000 13,323,000 3,067,000 23,638,000
THIRTY-NINE WEEKS ENDED OCTOBER 28, 2000 CATALOG RETAIL ITURF TOTAL
------------- ------------- ------------- -------------
Revenues from external customers $ 66,483,000 $ 44,679,000 $ 27,522,000 $ 138,684,000
Operating loss (5,355,000) (6,612,000) (30,261,000) (42,228,000)
Property and equipment, net, at
period end 4,885,000 15,770,000 3,052,000 23,707,000
<CAPTION>
Third Quarter Third Quarter
FISCAL 1999 FISCAL 2000
------------- -------------
<S> <C> <C>
Operating loss for reportable
segments $ (9,263,000) $ (11,196,000)
Unallocated corporate expenses (823,000) (2,344,000)
Restructuring charge -- (20,247,000)
Non-recurring charges -- (1,794,000)
Interest and other income (expense),
net 703,000 (184,000)
Minority interest 2,125,000 11,823,000
------------- -------------
Loss before income taxes $ (7,258,000) $ (23,942,000)
============= =============
<CAPTION>
Thirty-nine Weeks Thirty-nine Weeks
FISCAL 1999 FISCAL 2000
----------------- -----------------
<S> <C> <C>
Operating loss for reportable
segments $ (23,689,000) $ (42,228,000)
Unallocated corporate expenses (1,841,000) (6,020,000)
Restructuring charge (23,407,000) (20,247,000)
Non-recurring charges -- (1,794,000)
Gain on subsidiary initial public
offering 70,091,000 --
Interest and other income, net 1,870,000 897,000
Minority interest 2,610,000 20,411,000
------------- -------------
Income (loss) before income taxes $ 25,634,000 $ (48,981,000)
============= =============
<CAPTION>
OCTOBER 30, 1999 OCTOBER 28, 2000
---------------- ----------------
<S> <C> <C>
Property and equipment, net, for
reportable segments $ 23,638,000 $ 23,707,000
Other assets 179,433,000 108,602,000
------------- -------------
Total consolidated assets $ 203,071,000 $ 132,309,000
============= =============
</TABLE>
8
<PAGE>
4. RESTRUCTURING CHARGES
SCREEEM. 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 was 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 ($22.9 million recorded
in the first quarter and $800,000 in the fourth quarter of the year) and
$500,000 included in cost of sales of the first quarter. 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 third quarter of fiscal 2000, we have incurred approximately
$550,000 for costs relating to store shut-down, $500,000 for inventory
liquidation and $300,000 for the elimination of 124 jobs. All stores were
closed as of the end of the third quarter of fiscal 2000. As a result, during
the third quarter of fiscal 2000, we reversed $750,000 of restructuring
reserve due to lower lease exit penalties than originally estimated. At
October 28, 2000, $400,000 remains accrued for contractual obligations and
employee severance costs to be paid out by the middle of fiscal 2001.
TSI SOCCER RETAIL. During the third quarter of fiscal 2000, dELiA*s board
of directors approved a plan to shut-down the retail operations of TSI
Soccer. In connection with this event, we recorded charges of $5.8 million
including:
o $3.1 million for the write-off of related fixed assets and goodwill;
o $1.3 million primarily relating to future lease costs; and
o $1.4 million relating to the liquidation of inventory carried at stores
to be closed (reflected in cost of sales).
The total third quarter 2000 charge of $5.8 million includes $4.4 million
that was included in third quarter expenses as a restructuring charge and
$1.4 million included in cost of sales. We expect all such costs to be
incurred in the fourth quarter of fiscal 2000. Affected employees were not
notified until November 2000. As such, we will record related severance in
the fourth quarter of 2000.
ONTAP. During the third quarter of 2000, iTurf shut down its Ontap.com
Internet site. In connection with this decision, iTurf recorded a restructuring
charge of $15.2 million which includes the following:
o $14.6 million related to the write-off of the unamortized balance of
goodwill;
o $500,000 for the write-off of fixed assets that would no longer be
used, and
9
<PAGE>
o $100,000 relating to future equipment lease costs at its headquarters.
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 $6.75 million following the
first anniversary of the acquisition and up to $6.75 million following the
second anniversary of the acquisition if certain performance goals related to
the theSpark.com Web site are met. Such payments can be made by issuing up to
an aggregate maximum of 2,683,634 additional shares of our class A common
stock to the former stockholders of theSpark and paying any remainder in
cash. The performance goals have not yet been met, but results through
October 28, 2000 suggest that they may be met in time for a substantial
portion of the additional consideration due after the first anniversary to be
paid. 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.
On December 11, 2000, we reached an agreement-in-principle with
representatives of the former stockholders of TheSpark.com, Inc. to amend our
contingent obligations under the acquisition agreement. See Note 9 for a
description of the agreement-in-principle.
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 the
fourth quarter of fiscal 2000. During the ten-year term of the lease, annual
rent should approximate $800,000 subject to certain adjustments.
In 1999, two separate purported securities class action lawsuits were filed
against dELiA*s Inc. and certain of its 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 this
action. Based upon information presently known to management, we do not believe
that the ultimate resolution of this lawsuit will have a material adverse effect
on our financial condition, results of operations or cash flow.
Between August 17 and August 25, 2000, three purported class action
complaints on behalf of iTurf stockholders were filed in Delaware Chancery Court
against iTurf, dELiA*s Inc. and each of iTurf's directors. All three complaints
make virtually identical claims, alleging that dELiA*s and the members of the
iTurf board of directors have breached their fiduciary duties to iTurf and
iTurf's public stockholders and that the exchange ratio was unfair to iTurf's
public stockholders. These complaints seek class certification and other
equitable and monetary relief, including enjoining the merger or awarding
damages. We believe that the allegations are without substantial merit and
intend to vigorously contest these actions. Although we believe that the
allegations of the complaints are without substantial merit, we can not predict
at this time the outcome of any litigation or whether the resolution
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of the litigation could have a material adverse effect on our results of
operations, cash flows or financial condition.
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. As we have not received a waiver covering periods after the first
quarter of fiscal 2001, we have classified the mortgage as current at October
28, 2000. It is our intention to either renegotiate the terms of the loan
agreement or to seek alternative financing.
On April 28, 2000, we entered into an 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. 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 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. As of October 28, 2000,
there was $13.0 million in principal amount outstanding and $2.3 million in
outstanding letters of credit and an additional $3.9 million available under the
loan.
8. RESTRICTED STOCK
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 1,098,220 shares of iTurf restricted stock. iTurf
replaced options with restricted iTurf stock in an effort to retain these key
employees at a time when the stock options had exercise prices that were above
the then 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.
On May 26, 2000, the dELiA*s Inc. 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 1,700,775
shares of restricted dELiA*s Inc. common stock. 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
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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 noncash 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. SUBSEQUENT EVENTS
On November 20, 2000, iTurf acquired dELiA*s Inc. ("Old dELiA*s), pursuant
to an Agreement and Plan of Merger, dated as of August 16, 2000 and amended
on October 12, 2000, by and among iTurf, a wholly-owned subsidiary of iTurf
("Merger Sub"), and Old dELiA*s. Pursuant to the Merger Agreement, Merger Sub
was merged with and into Old dELiA*s, with Old dELiA*s surviving under the
new name dELiA*s Group Inc., and becoming a wholly-owned subsidiary of iTurf
(the "Merger"). iTurf Inc. issued 1.715 shares of Class A common stock of
iTurf in exchange for each outstanding stock of dELiA*s Inc. A total of
28,665,857 new iTurf shares were issued in the transaction. Immediately
thereafter, iTurf Inc. was renamed dELiA*s Corp. Because the dELiA*s Inc.
stockholders held more than 50% of the stock of dELiA*s Corp. immediately
following the transaction, the transaction was accounted for as a purchase by
dELiA*s Inc. of the publicly-held minority interest in iTurf and the
historical financial statements of dELiA*s Inc. are presented as the
historical financial statements of dELiA*s Corp. All dELiA*s Inc. options and
restricted stock were converted to iTurf Inc. securities at the same exchange
ratio. In connection with the Merger, deferred tax liabilities relating to
iTurf's initial public offering and other issuances of iTurf Inc. stock in
connection with acquisitions are being written off. Prior to the merger, our
balance sheet included a deferred tax liability of $26.1 million related to
the April 1999 gain of the sale of shares of iTurf Class A common stock in
iTurf's IPO and to other issuances of iTurf Class A common stock in
connection with the acquisitions of the OnTap and theSpark businesses.
Purchase accounting treatment of the Merger requires the elimination of the
deferred tax liability. Accordingly, in the absence of this deferred tax
liability and with the inclusion as of November 20, 2000, of our Internet
operations, which have historically generated significant losses, in the
dELiA*s Corp. consolidated tax group, we have incurred a charge of $20.4
million to reserve fully for our net deferred tax assets that remain after
such elimination.
In connection with our decision to liquidate the retail operations of TSI
Soccer, we entered into Amendment Number 2 to our Credit Agreement with
Congress Financial Corporation, pursuant to which Congress granted us
permission to conduct liquidation sales and discontinue TSI Soccer's retail
store business. Amendment Number 2 also required that all funds paid to
dELiA*s and its subsidiaries from the proceeds of the liquidation sales be
used to repay amounts outstanding under the Congress credit facility.
In connection with the Merger, we entered into Amendment Number 3 to our
Credit Agreement with Congress Financial Corporation, pursuant to which
Congress granted us a waiver to enter into the transaction and other relief.
In exchange, we agreed, among other things, to include dELiA*s Corp., and
iTurf Finance Company, a wholly-owned subsidiary of dELiA*s Corp., as
borrowers under the Credit Agreement and to grant Congress certain access to
and control over the investment accounts of iTurf Finance Company, which
contain most of our cash and cash equivalent assets.
On November 17, 2000, the stockholders of iTurf voted to amend iTurf's 1999
Amended and Restated Stock Incentive Plan to provide that the number of shares
available for issuance under that plan will automatically increase on the first
day of each of calendar years 2001 and 2002 by an amount equal to four percent
of the total number of shares of iTurf's Class A common stock outstanding on the
last day of the immediately preceding calendar year, or a lesser amount
determined by iTurf's board of directors. No automatic increase may exceed
1,750,000 shares.
On December 11, 2000, we reached an agreement-in-principle with
representatives of the former stockholders of TheSpark.com, Inc. to amend our
contingent obligations under the acquisition agreement. (See Note 5 for a
description of these contingent obligations). Under the terms of the
agreement-in-principle, we will be discharged of the contingent obligations
that were originally agreed upon. We have agreed to the following new
obligations: (1) issuance of up to 2,000,000 shares of our Class A common
stock in June 2001 (which amount may be reduced to reflect a portion of any
appreciation in the price of our Class A common stock by March 2001); (2)
payment of $2.5 million in cash in June 2001; (3) payment of 50% of the net
proceeds resulting from any disposition of TheSpark.com and Sparknotes.com
businesses (not to exceed payment of $8 million); and (4) payment of up to
$1.5 million in cash or Class A common stock, at our election, in March 2002
(depending upon the amount of net proceeds from a disposition of
TheSpark.com and Sparknotes.com businesses). The agreement-in-principle is
non-binding, and the definitive terms of any binding agreement, if one is
reached, may vary materially from the terms of the agreement-in-principle.
On December 13, 2000, we announced that our Board of Directors authorized
us to repurchase up to $2,000,000 worth of shares of our Class A common
stock, subject to market conditions. The Board has reserved the right to
modify or terminate the program at any time in light of changing
circumstances.
On December 13, 2000, we announced that we are beginning to explore
strategic alternatives with respect to our Internet community businesses,
gURL.com, theSpark.com and SparkNotes.com.
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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 primarily between the ages of 13 and 24.
iTurf Inc., our Internet subsidiary that was publicly traded and
majority-owned until recently, currently consists of our www.gURL.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 October 28,
2000, we owned 54% of the outstanding stock and controlled 88% of the vote of
iTurf.
On November 20, 2000, iTurf acquired dELiA*s Inc. pursuant to a merger
between Old dELiA*s and a wholly-owned subsidiary of iTurf. Because the
former stockholders of dELiA*s owned more than 50% of iTurf following the
merger, the merger was treated as a "reverse acquisition" in which dELiA*s
bought out the minority interest in iTurf. See Note 9 of the Notes to
Financial Statements. In connection with the Merger, iTurf Inc. changed its
name to dELiA*s Corp. As a result of the "reverse acquisition" treatment,
dELiA*s Corp, will report the historical results of dELiA*s Inc. for periods
prior to the consummation of the acquisition. References herein to "we",
"our" and similar phrases and to dELiA*s refer to dELiA*s Inc. prior to
November 20, 2000 and to dELiA*s Corp. on or after that date (See Note 9 of
the Notes to Financial Statements.)
FISCAL 2000 MERGER AND RESTRUCTURING. On November 20, 2000, iTurf acquired
dELiA*s Inc. ("Old dELiA*s") pursuant to an Agreement and Plan of Merger,
dated as of August 16, 2000 and amended on October 12, 2000, by and among
iTurf, iTurf Breakfast Corporation, a Delaware corporation and a wholly-owned
subsidiary of iTurf ("Merger Sub"), and Old dELiA*s. Pursuant to the Merger
Agreement, Merger Sub was merged with and into Old dELiA*s, with Old dELiA*s
surviving under the new name dELiA*s Group Inc., and becoming a wholly-owned
subsidiary of iTurf. iTurf Inc. issued 1.715 shares of Class A common stock
of iTurf in exchange for each outstanding stock of dELiA*s Inc. Approximately
28,665,857 new iTurf shares were issued in the transaction (subject to
adjustment for payments in lieu of fractional shares). Immediately
thereafter, the combined company was renamed dELiA*s Corp. Because the
dELiA*s Inc. stockholders held more than 50% of the stock of dELiA*s Corp.
immediately following the transaction, the transaction was accounted for as a
purchase by dELiA*s Inc. of the publicly-held minority interest in iTurf and
the historical financial statements of dELiA*s Inc. are presented as the
historical financial statements of dELiA*s Corp. All dELiA*s Inc. options and
restricted stock were converted to iTurf Inc. securities at the same exchange
ratio. On a pro forma basis, assuming the merger had occurred on the first
day fiscal 2000, net loss and loss per share would have been approximately
$76.3 million and $1.99, respectively, for the thirty-nine weeks ended
October 28, 2000. The October 28, 2000 pro forma balance sheet would have
zero balances for deferred tax liabilities and minority interest, with the
offsets primarily reflected as increases in stockholders' equity for the new
stock issuance, decreases in iTurf's long-term assets, adjustments to cash
and accruals for merger costs and excess of net assets acquired over cost
("negative goodwill") for the balance. In connection with the merger,
deferred tax liabilities relating to iTurf's initial public offering are no
longer required and are being adjusted as part of purchase accounting.
Accordingly, we recorded a $20.4 million tax provision in the third quarter
of 2000 to reserve the October 28, 2000 net deferred tax asset balance that will
remain after the merger adjustment. See Note 9 of the Notes to Financial
Statements.
During fiscal 1999, we record 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 ($22.9 million recorded
in the first quarter and $800,000 in the fourth quarter of the year) and
$500,000 included in cost of sales in the first quarter. 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 third quarter of fiscal 2000, we have incurred approximately
$550,000 for costs relating to store shut-down, $500,000 for inventory
liquidation and $300,000 for the elimination of 124 jobs. All stores were
closed as of the third quarter of fiscal 2000. As such, during the third
quarter of fiscal 2000, we reversed $750,000 of restructuring reserve as a
result of lower lease exit penalties than originally estimated. In addition,
we expect the $400,000 that remains accrued at October 28, 2000 for
contractual obligations and employee severance costs to be paid out by the
middle of fiscal 2001.
On August 16, 2000, iTurf and dELiA*s announced that they intend to divest
the assets of their non-core properties, including Storybook Heirlooms and TSI
Soccer.
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During the third quarter of fiscal 2000 the board of directors approved a
plan to liquidate our TSI Soccer retail stores. In connection with this
event, we have recorded charges of $5.8 million including:
o $3.1 million for the write-off of related fixed assets and goodwill;
o $1.3 million primarily relating to future lease costs; and
o $1.4 million relating to the liquidation of inventory carried at stores
to be closed (reflected in cost of sales).
The total third quarter fiscal 2000 charge of $5.8 million includes $4.4
million that was included in third quarter expenses as a restructuring charge
and $1.4 million included in cost of sales. We expect all such costs to be
incurred in the fourth quarter of fiscal 2000. Affected employees were not
notified until November 2000. As such, we will record related severance in
the fourth quarter of 2000.
Also during the third quarter of 2000, iTurf shut down its Ontap.com
Internet site. In connection with this decision, iTurf recorded a
restructuring charge of $15.2 million, $15.1 million related to the write-off
of related goodwill and fixed assets and $100,000 relating to future
equipment lease costs at its headquarters.
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 $6.75 million following the
first anniversary of the acquisition and up to $6.75 million following the
second anniversary of the acquisition if certain performance goals related to
the theSpark.com Web site are met. Such payments can be made by issuing up
to an aggregate maximum of 2,683,634 additional shares of our class A common
stock to the former stockholders of theSpark and paying any remainder in
cash. The performance goals have not yet been met, but results through
October 28, 2000 suggest that they may be met in time for a substantial
portion of the additional consideration dur after the first anniversary to be
paid. 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.
On December 11, 2000, we reached an agreement-in-principle with
representatives of the former stockholders of TheSpark.com, Inc. to amend our
contingent obligations under the acquisition agreement. See Note 9 of Notes
to Financial Statements for a description of the agreement-in-principle.
RESTRICTED STOCK. 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 1,098,220 shares of restricted iTurf
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.
On May 26, 2000, the dELiA*s Inc. 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 1,700,775
shares of restricted dELiA*s stock. 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.
In connection with the issuance of restricted stock, we expect to record
the total noncash compensation charge of approximately $7.2 million, including
$3.1 million related to iTurf, over the appropriate vesting
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periods with 65%, 18%, 11%, 5% and 1% being recognized in fiscal 2000, 2001,
2002, 2003 and 2004, respectively.
CAPITAL INVESTMENTS. We have made and continue to make significant capital
expenditures for store build-out in connection with our premier 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 management information systems and have hired and maintained an in-house
workforce of teleservice representatives.
NASDAQ PROCEEDINGS. On November 29, 2000, we received a notice from Nasdaq
that we had failed to maintain a minimum bid price of $1.00 over the last 30
consecutive trading days, as required under Nasdaq's rules regarding maintenance
of our designation as a National Securities Market security. In order to regain
compliance with the Nasdaq rules, we must maintain a minimum bid price of $1.00
for at least 10 consecutive trading days prior to February 27, 2001. If we fail
to meet this test, we will be entitled to a hearing at Nasdaq concerning our
listing status at which the hearing panel could, among other things, determine
to extend our time to comply with the listing maintenance rules or could
determine to delist our Class A common stock. We intend to pursue all
opportunities available to us to satisfy the requirements for continued listing
on the Nasdaq National Market. If our securities are delisted from Nasdaq, a
sustained trading market may not continue to exist for our Class A common stock.
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RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, the percentage
relationship of certain items from our 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 THIRTY-NINE WEEKS ENDED
OCTOBER 30, 1999 OCTOBER 28, 2000 OCTOBER 30, 1999 OCTOBER 28, 2000
---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 53.6 55.6 56.2 54.8
------ ------ ------ ------
Gross profit 46.4 44.4 43.8 45.2
Selling, general and administrative
expenses 67.4 73.0 64.9 81.0
Restructuring charge -- 36.0 18.6 13.6
Non-recurring charges -- 3.4 -- 1.3
Gain on subsidiary initial public
offering -- -- (56.9) --
Interest and other expense (income), net (1.5) 0.4 (1.5) (0.7)
Minority interest (4.4) (22.6) (2.1) (14.7)
------ ------ ------ ------
Income (loss) before income taxes (15.1) (45.8) 20.8 (35.3)
Provision (benefit) for income taxes (2.6) 35.8 10.4 9.3
------ ------ ------ ------
Net income (loss) (12.5)% (81.6)% 10.4% (44.6)%
====== ====== ====== ======
</TABLE>
COMPARISON OF THIRTEEN WEEKS ENDED OCTOBER 28, 2000 AND OCTOBER 30,
1999
NET SALES. Net sales increased approximately $4.2 million or 8.8% to $52.3
million in the third quarter of fiscal 2000 from $48.1 million in the third
quarter of fiscal 1999. Retail sales increased $1.6 million or 9.3% in the
third quarter of fiscal 2000 from fiscal 1999. Increased fiscal 2000 sales in
our dELiA*s premier and TSI retail stores more than offset the loss of fiscal
1999 revenues relating to the closure of our Screeem! stores. The increase also
relates to higher catalog and iTurf sales.
GROSS MARGIN. Gross margin before restructuring charges of $1.4 million
related to the liquidation of TSI Soccer retail inventory, increased to 47.1%
in the third quarter of fiscal 2000 from 46.4% in the third quarter of fiscal
1999. The increase is due primarily to 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 expense increased $5.8 million to $38.2 million in the third
quarter of fiscal 2000 from $32.4 million in the third quarter of fiscal
1999. Selling, general and administrative expenses increased as a percentage
of net sales from 67.4% in the third quarter of fiscal 1999 to 73.0% in the
third quarter of fiscal 2000. The increase relates primarily to increased
operating and amortization expense at iTurf as well as noncash compensation
expense (See Note 8).
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RESTRUCTURING CHARGE. The restructuring charges recorded in the third
quarter of fiscal 2000 include $4.4 million relating to the closure of our
TSI Soccer retail stores, $15.2 million relating to iTurf's shut-down of
OnTap and a restructuring charge reversal of $750,000 relating to excess
Screeem! reserve. In addition, $1.4 million of inventory charges relating to
the TSI Soccer retail restructuring are included in cost of sales.
NON-RECURRING CHARGES. The $1.8 million of non-recurring charges recorded
in the third quarter of fiscal 2000 represent iTurf's expenses related to the
November 2000 merger of dELiA*s Inc. and iTurf Inc.
MINORITY INTEREST. For the period that iTurf was publicly traded, we
reflected the outside ownership of that subsidiary as minority interest. As of
October 28, 2000, we owned 54% of the value and controlled 88% of the vote of
iTurf. Commencing November 20, 2000, the date of the Merger, there will be no
more minority interest.
INCOME TAXES. During the third quarter 2000, we recorded a tax provision
of $20.4 million to fully reserve for our deferred tax asset as a result of
the November 2000 merger of dELIA*s Inc. and iTurf Inc.
COMPARISON OF THIRTY-NINE WEEKS ENDED OCTOBER 28, 2000 AND OCTOBER 30, 1999
NET SALES. Net sales increased approximately $15.4 million to $138.7 million
in the first three quarters of fiscal 2000 from $123.3 million in the first
three quarters of fiscal 1999. Retail sales increased $7.2 million, or 19.2% in
the first three quarters of fiscal 2000 from fiscal 1999. Increased fiscal 2000
sales in our dELiA*s premier and TSI retail stores more than offset the loss
of fiscal 1999 revenues relating to the closure of our Screeem! stores. The
increase also relates to higher catalog and iTurf sales.
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<PAGE>
GROSS MARGIN. Excluding a $1.4 million charge relating to the TSI Soccer
retail restructuring, gross margin increased to 46.2% in the first three
quarters of fiscal 2000 from 44.2% (excluding a $500,000 charge related to
the Screeem! restructuring) in the first three quarters of fiscal 1999. The
increase is primarily due to an increase in the proportion of our retail
sales relating to our higher margin dELiA*s premier concept, improved product
mix as well as improved freight margins in our catalog segment.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expense increased $32.3 million to $112.3 million in the first
three quarters of fiscal 2000, from $80.1 million in the first three quarters
of fiscal 1999. Selling, general and administrative expenses increased as a
percentage of net sales from 64.9% in the first three quarters of fiscal 1999
to 81.0% in the first three quarters of fiscal 2000. The increase relates
primarily to increased operating and amortization expense at iTurf as well as
noncash compensation (See Note 8).
RESTRUCTURING CHARGE. The restructuring charges recorded in the third
quarter of fiscal 2000 include $4.4 million relating to the closure of our
TSI Soccer retail stores, $15.2 million relating to iTurf's shut-down of
OnTap and a restructuring charge reversal of $750,000 relating to excess
reserve estimated at the time of the April 1999 Screeem! shut-down. In
addition, cost of sales includes a $1.4 million charge relating to the
liquidation of the TSI Soccer retail business. During the first three
quarters of fiscal 1999, we recorded a charge (primarily noncash) of
approximately $23.4 million in connection with our restructuring plan to
close our Screeem!
18
<PAGE>
and Jean Country retail operations. This charge includes approximately $500,000
related to inventory recorded as cost of sales.
NON-RECURRING CHARGES. The $1.8 million of non-recurring charges recorded
in the third quarter of fiscal 2000 represent iTurf's expenses related to the
November 2000 merger of dELiA*s Inc. and iTurf Inc.
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. As a result of the transaction, we recognized a gain of
approximately $70.1 million before taxes.
MINORITY INTEREST. For the period that iTurf was publicly traded, we
reflected the outside ownership of that subsidiary as minority interest. As of
October 28, 2000, we owned 54% of the value and controlled 88% of the vote of
iTurf.
INCOME TAXES. During the third quarter 2000, we recorded a tax provision
of $20.4 million to fully reserve for our deferred tax asset as a result of
the November 2000 merger of dELIA*s Inc. and iTurf Inc.
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 first half and higher in the second half (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 and number of store openings, the
ability to sell on-line advertising, 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
mergers and 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 three quarters of fiscal 2000 and 1999
was $43.6 million and $30.9 million, respectively. The increase in cash used in
operations primarily relates to increased operating losses offset by better
management of working capital relative to the same period in the prior year.
Investing activities provided $18.0 million in the first three quarters of
fiscal 2000, primarily relating to net proceeds from iTurf's investments offset
by capital expenditures, and used $73.2 million for the purchase of short-term
investments and capital expenditures in the first three quarters of fiscal 1999.
Cash flows from financing activities in the first three quarters of fiscal
2000 were $9.6 million primarily relating to borrowings under our line of
credit agreement. Cash flows from financing activities in the first three
quarters of fiscal 1999 were $115.1 million, primarily as a result of the
initial public offering of iTurf common stock.
On December 13, 2000, we announced that our Board of Directors authorized us
to repurchase up to $2,000,000 worth of shares of the Company's Class A common
stock, subject to market conditions. The Board has reserved the right to modify
or terminate the program at any time in light of changing circumstances.
During fiscal 2000, we expect our capital expenditures to total approximately
$9.0 million for the continued expansion of our dELiA*s retail stores,
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 available cash and investments together with the funds
available under our credit agreement
19
<PAGE>
will be sufficient to meet our consolidated capital and net operating
requirements for the next 12 months. In addition, plans for fiscal 2001
contain a number of discretionary expenses and capital investments, including
the number of planned store openings and continued investment in our
Internet Community Web Sites, that can be scaled back as necessary.
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. As we have not received a waiver through the second quarter of fiscal
2001, we have classified the mortgage as current at October 28, 2000. It is our
intention to either renegotiate the terms of the loan agreement or to seek
alternative financing.
On April 28, 2000, we entered into an 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. 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.
As of October 28, 2000, there was $13.0 million in principal amount outstanding
and $2.3 million in outstanding letters of credit and an additional $3.9 million
available under the loan.
In connection with our decision to liquidate the retail operations of TSI
Soccer, we entered into Amendment Number 2 to our Credit Agreement with
Congress Financial Corporation, pursuant to which Congress granted us
permission to conduct liquidation sales and discontinue TSI Soccer's retail
store business. Amendment Number 2 also required that all funds paid to
dELiA*s and its subsidiaries from the proceeds of the liquidation sales be
used to repay amounts outstanding under the Congress credit facility.
In connection with the acquisition of Old dELiA*s by iTurf, we entered into
Amendment Number 3 to our Credit Agreement with Congress Financial
Corporation, pursuant to which Congress granted us a waiver to enter into the
transaction and other relief. In exchange, we agreed, among other things, to
include dELiA*s Corp., and iTurf Finance Company, a wholly-owned subsidiary
of dELiA*s Corp., as borrowers under the Credit Agreement and to grant
Congress certain access to and control over the investment accounts of iTurf
Finance Company, which contain most of our cash and cash equivalent assets.
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 mortgage debt as of October 28, 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 October
28, 2000, we had $13.0 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.
20
<PAGE>
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In 1999, two separate purported securities class action lawsuits were filed
against dELiA*s Inc. and certain of its officers and directors and one former
officer of a dELiA*s Inc. 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
Corp. 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.
Between August 17 and August 25, 2000, three purported class action
complaints on behalf of iTurf stockholders were filed in Delaware Chancery Court
against iTurf, dELiA*s Inc. and each of iTurf's directors. These actions
include: Pack v. Kahn, et al., Del. Ch., C.A. No. 18242NC, Semeraro v. Kahn, et
al., Del. Ch., C.A. No. 18258, and Engel v. Kahn, et al., Del. Ch., C.A. No.
18260NC. All three complaints make virtually identical claims, alleging that
dELiA*s Inc. and the members of the iTurf board of directors have breached their
fiduciary duties to iTurf and iTurf's public stockholders and that the exchange
ratio is unfair to iTurf's public stockholders. These complaints seek class
certification and other equitable and monetary relief, including enjoining the
merger or awarding damages. We believe that the allegations are without
substantial merit and intend to vigorously contest these actions. Although we
believe that the allegations of the complaints are without substantial merit, we
can not predict at this time the outcome of any litigation or whether the
resolution of the litigation could have a material adverse effect on our results
of operations, cash flows or financial condition.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
USE OF PROCEEDS FROM REGISTERED SECURITIES
On April 8, 1999, the Securities and Exchange Commission declared
effective our registration statement (No. 333-15153) on Form S-1, as then
amended, relating to our initial public offering of 4,830,000 shares of Class A
common stock, 630,000 shares of which were issued upon exercise of an
overallotment option granted by us to the underwriters.
The public offering commenced on April 9, 1999 and terminated upon the
sale of all of the 4,830,000 shares of Class A common stock which were
registered for sale. The offering was completed on April 14, 1999. The aggregate
offering price of the securities sold was $106,260,000. All of the securities
registered were sold for our account.
We incurred the following expenses in connection with the issuance and
distribution of the Common Stock registered:
<TABLE>
<S> <C>
Underwriting discounts and commissions $7,438,000
Other expenses (legal and accounting fees and expenses, 1,413,000
printing and engraving expenses, filing and listing fees,
transfer agent and registrar fees and miscellaneous)
</TABLE>
The net offering proceeds to iTurf after deducting the foregoing
expenses were $97,409,000. Other than the amounts set forth for underwriting
discounts and commissions, the foregoing represent reasonable estimates of
expenses.
From April 14, 1999 until October 28, 2000, approximately $54.0 million
of the net offering proceeds was used for general corporate purposes and $17.7
million was used to purchase 551,046 shares of common stock of dELiA*s Inc.
CHANGES IN SECURITIES
None.
SALES OF UNREGISTERED SECURITIES
On May 25, 2000, the compensation committee of iTurf issued 1,098,220
shares of restricted stock to key employees and non-employee directors in
exchange for their outstanding stock options. On May 26, 2000, the board of
Directors of dELiA*s, on the recommendation of the compensation committee,
issued 1,700,775 shares of restricted stock to key employees and non-employee
directors in exchange for their outstanding stock options. These issuances did
not constitute "sales" within the meaning of the Securities Act of 1933.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
21
<PAGE>
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) See "Exhibit Index" following the signature page.
(b) None
22
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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 Corp.
(Registrant)
Date: December 13, 2000
By: /s/ Stephen I. Kahn
----------------------------------------------
Stephen I. Kahn
Chairman of the Board and Chief Executive Officer
By: /s/ Dennis Goldstein
----------------------------------------------
Dennis Goldstein
Executive Vice President and Chief Financial
Officer (principal financial and accounting
officer)
23
<PAGE>
EXHIBIT INDEX
2.1 Agreement and Plan of Merger by and among dELiA*s Inc., iTurf Inc. and
iTurf Breakfast Corporation dated August 16, 2000 and Amendment
Number 1 thereto dated as of October 12, 2000 (incorporated by reference
to an Annex A of the joint proxy statement/prospectus included within
the iTurf Inc. registration statement on Form S-4 (Registration
No. 333-44916)).
2.2 Agreement and Plan of Merger dated February 4, 2000, by and among
iTurf, iTurf Caveman Acquisition Corporation, TheSpark.com, Inc.
("Spark"), and the stockholders of Spark (incorporated by reference to
Exhibit 2.1 to the iTurf Inc. Current Report on Form 8-K dated
February 25, 2000)
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))
3.3 Second Restated Certificate of Incorporation of iTurf Inc. (incorporated
by reference to Annex B to the joint proxy statement/prospectus included
with the iTurf Inc. registration statement on Form S-4 (Registration
No. 333-44916)
3.4 By-laws of iTurf Inc. (incorporated by reference to Exhibit 3.2 to the
iTurf Inc. registration statement on Form S-1 (Registration No.
333-71123))
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 of dELiA*s Inc.
(incorporated by reference to the dELiA*s Inc. Schedule 14A filed on June
12, 1998)
10.6 iTurf Inc. 1999 Amended and Restated Stock Incentive Plan
(incorporated by reference to Annex E of the joint proxy/prospectus
included with the iTurf Inc. registration statement on Form S-4
(Registration No. 333-44916))
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)
24
<PAGE>
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)
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 of dELiA*s Inc. (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 [intentionally omitted]
10.22 Advertising Agreement between iTurf Inc. 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 [omitted]
10.26 Offline Advertising Purchase Agreement between iTurf Inc. and
MarketSource Corporation, dated September 1, 1999 (incorporated by
reference to Exhibit 99.2 to the iTurf Inc. Current Report on Form 8-K
dated September 7, 1999)
10.27 Registration Rights Agreement between iTurf Inc. 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)
25
<PAGE>
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)
10.30* Employment Agreement dated as of November 1, 1999 between dELiA*s Inc.
and Estelle DeMuesy
10.31 [intentionally omitted]
10.32 Lease Agreement dated January 30, 2000 by and between iTurf Inc. 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
dELiA*s Inc. 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 dELiA*s
Inc. Current Report on Form 8-K dated May 2, 2000)
10.35 Amendment No. 2 to Employment Agreement between dELiA*s Inc. and Stephen
I. Kahn, dated June 9, 2000 (incorporated by reference to Exhibit 10.35
to the dELiA*s Inc. Quarterly Report on Form 10-Q for the fiscal quarter
ended April 29, 2000) 10.36 Amendment No. 3 to Employment Agreement
between dELiA*s Inc. and Christopher C. Edgar, dated June 9, 2000
(incorporated by reference to Exhibit 10.36 to the dELiA*s Inc. Quarterly
Report on Form 10-Q for the fiscal quarter ended April 29, 2000)
10.37.1 Amendment No. 1 to Amended and Restated Credit Agreement among dELiA*s
Inc. and certain of its subsidiaries and Congress Financial Corporation,
dated July 31, 2000 (incorporated by reference)
10.38 Employment Agreement between iTurf 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))
10.39 Employment Agreement between iTurf and Dennis Goldstein (incorporated
by reference to Exhibit 10.13 to the iTurf Inc. Registration Statement
on Form S-1 (Registration No. 333-71123))
27* Financial Data Schedule
----------
* Filed herewith
** Confidential treatment requested as to certain portions, which portions have
been omitted and filed separately with the SEC.
26
