<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-27499
VITAMINSHOPPE.COM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 22-3659179
(State of incorporation) (I.R.S. Employer Identification No.)
444 MADISON AVENUE, SUITE 802, NEW YORK, NY 10022
(Address and zip code of principal executive offices)
(212) 308-6730
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No .
--- ---
Number of shares of Common Stock outstanding
as of November 1, 2000: Class A common stock 7,277,574
Class B common stock 13,081,500
<PAGE>
INDEX
PART I. FINANCIAL INFORMATION
ITEM 1: Financial Statements
ITEM 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations
ITEM 3: Quantitative and Qualitative Disclosures About Market Risk
PART II. OTHER INFORMATION
ITEM 2: Changes in Securities and Use of Proceeds
ITEM 6: Exhibits and Reports on Form 8-K
Signatures
<PAGE>
ITEM 1. FINANCIAL STATEMENTS
VITAMINSHOPPE.COM, INC.
BALANCE SHEETS
(In thousands, except share and per share data)
<TABLE>
<CAPTION>
December 31, September 30,
1999 2000
-------------------- ------------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 38,019 $ 7,411
Accounts receivable 259 297
Inventory 35 43
Prepaid expenses and other current assets 4,663 1,429
-------- --------
Total current assets 42,976 9,180
Property and equipment, net 6,184 10,029
-------- --------
Total assets $ 49,160 $ 19,209
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 10,587 $ 5,356
Due to The Vitamin Shoppe 2,635 2,018
-------- --------
Total current liabilities 13,222 7,374
Stockholders' Equity:
Series A convertible preferred stock, $.01 par value,
2,000,000 shares authorized, no shares issued or
outstanding at December 31, 1999 and September 30, 2000 - -
Class A common stock, $.01 par value; 30,000,000 shares
authorized; 7,277,574 shares outstanding at
December 31, 1999 and September 30, 2000 73 73
Class B common stock, $.01 par value; 15,000,000 shares
authorized; 13,081,500 shares outstanding at
December 31, 1999 and September 30, 2000 131 131
Additional paid in capital 64,242 62,637
Deferred stock-based compensation (2,732) (615)
Deficit (25,776) (50,391)
-------- --------
Total stockholders' equity 35,938 11,835
-------- --------
Total liabilities and stockholders' equity $ 49,160 $ 19,209
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
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VITAMINSHOPPE.COM, INC.
STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
<TABLE>
<CAPTION>
Three months ended September 30, Nine months ended September 30,
1999 2000 1999 2000
---------------------------------- ---------------------------------
<S> <C> <C> <C> <C>
Net sales $ 3,743 $ 6,640 $ 8,046 $ 24,588
Cost of goods sold 2,113 3,732 4,217 15,251
----------- ----------- ----------- -----------
Gross profit 1,630 2,908 3,829 9,337
Operating expenses:
Marketing and sales expenses 5,966 5,078 10,333 20,430
Technology development expenses 950 1,829 1,669 6,083
General and administrative expenses 1,403 2,720 2,720 8,501
----------- ----------- ----------- -----------
Total operating expenses 8,319 9,627 14,722 35,014
----------- ----------- ----------- -----------
Loss from operations (6,689) (6,719) (10,893) (25,677)
Interest expense (income), net (81) (219) 140 (1,155)
----------- ----------- ----------- -----------
Loss before income tax provision (6,608) (6,500) (11,033) (24,522)
Income tax provision - 33 - 93
----------- ----------- ----------- -----------
Net loss $ (6,608) $ (6,533) $ (11,033) $ (24,615)
=========== =========== =========== ===========
Basic and diluted net loss per share $ (0.51) $ (0.32) $ (0.84) $ (1.21)
=========== =========== =========== ===========
Shares outstanding used to compute pro forma
basic and diluted net loss per share 13,081,500 20,359,074 13,081,500 20,359,074
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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VITAMINSHOPPE.COM, INC.
STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
For the Nine For the Nine
Months Ended Months Ended
September 30, 1999 September 30, 2000
----------------------- -------------------------
(unaudited) (unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net Loss $ (11,033) $ (24,615)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 136 1,596
Amortization of deferred stock-based compensation 354 512
Bonus point promotion/other 45 577
Changes in operating assets and liabilities:
Accounts receivable 35 (38)
Inventory - (8)
Prepaid expenses and other current assets (6,484) 3,234
Accounts payable and accrued liabilities 7,311 (6,425)
--------- ---------
Net cash used in operating activities (9,636) (25,167)
--------- ---------
Cash flows from investing activities:
Capital expenditures (1,673) (5,441)
--------- ---------
Net cash used in investing activities (1,673) (5,441)
--------- ---------
Cash flows from financing activities
Increase in Due to The Vitamin Shoppe 2,220 -
Issuance of common stock 1 -
Issuance of Series A convertible preferred stock 23,558 -
--------- ---------
Net cash provided by financing activities 25,779 -
--------- ---------
Net inc/(dec) in cash and cash equivalents 14,470 (30,608)
Cash and cash equivalents-beginning of period - 38,019
--------- ---------
Cash and cash equivalents-end of period $ 14,470 $ 7,411
========= =========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ - $ -
========= =========
Income Taxes $ - $ 161
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
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VITAMINSHOPPE.COM, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
(In thousands, except share data)
<TABLE>
<CAPTION>
Series A
Convertible Class A Class B
Preferred Stock Common Stock Common Stock Additional Deferred
--------------- ------------ ------------ paid-in stock-based
Shares Amount Shares Amount Shares Amount capital compensation Deficit Total
------ ------ ------ ------ ------ ------ ------- ------------ ------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1999 - $ - 7,277,574 $ 73 13,081,500 $ 131 $ 64,242 $ (2,732) $ (25,776) $ 35,938
Amortization of deferred
stock-based compensation - - - - - - - 512 - 512
Elimination of deferred
stock-based compensation - - - - - - (1,605) 1,605 - -
Net loss (1/1/00-9/30/00) - - - - - - - - (24,615) (24,615)
----- ----- --------- ---- ---------- ----- -------- -------- --------- --------
Balance, September 30, 2000 - $ - 7,277,574 $ 73 13,081,500 $ 131 $ 62,637 $ (615) $ (50,391) $ 11,835
===== ===== ========= ==== ========== ===== ======== ======== ========= ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
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NOTES TO UNAUDITED FINANCIAL STATEMENTS
1. Description of Business
VitaminShoppe.com, Inc. (the "Company" or "VitaminShoppe.com") is an online
provider of products and content related to vitamins, nutritional supplements
and minerals. Until July 1999, the Company was wholly owned by Vitamin Shoppe
Industries Inc. ("The Vitamin Shoppe"). The Company commenced operations
effective October 1, 1997 as a division of The Vitamin Shoppe and operated in
the development stage until April 1998, when it began sales through its Web
site. The Company was incorporated in Delaware in May 1999 and capitalized by
The Vitamin Shoppe in June 1999.
2. Summary of Significant Accounting Policies
Unaudited Interim Financial Statements
The accompanying condensed balance sheet as of December 31, 1999, which has been
derived from audited financial statements, and the accompanying unaudited
condensed financial statements have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
note disclosures normally included in annual financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to those rules and regulations. Although the Company believes
that the disclosures made are adequate to ensure that the information presented
is not misleading, it is suggested that these condensed financial statements
should be read in conjunction with the financial statements and notes thereto
included in the Company's Form 10-K for the year ended December 31, 1999 filed
with the Securities and Exchange Commission.
The preparation of condensed financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of any contingent assets and liabilities at the date
of the financial statements and revenues and expenses during the reporting
period. Management's estimates and assumptions are reflective of, among other
things, prevailing market conditions, expected market conditions based on
published economic forecasts, current operating strategies and the availability
of capital, which are all subject to change. Changes to the aforementioned or
other conditions could in turn cause changes to such estimates and assumptions,
and as a result actual results could differ from the original estimates. Results
of operations for the interim period are not necessarily indicative of the
results to be expected for the year.
In the opinion of the Company's management, the accompanying condensed financial
statements contain all adjustments, which were normal and recurring adjustments,
necessary to present fairly the Company's financial position as of September 30,
2000 and December 31, 1999 and its results of operations for the three and nine
month periods ended September 30, 2000 and 1999, cash flows for the nine month
periods ended September 30, 2000 and 1999 and changes in shareholders' equity
for the nine month period ended September 30, 2000.
Basis of Presentation
For all periods prior to July 1, 1999, the financial statements have been
prepared as if the Company operated as a stand-alone entity since inception.
Thus, the financial information related to those periods may not necessarily
reflect the financial position, results of operations or cash flows of the
Company in the future or what the balance sheets, results of operations or cash
flows of the Company would have been if it had actually been a separate,
stand-alone entity.
For the periods prior to July 1, 1999, the financial statements include
allocations of expenses incurred by The Vitamin Shoppe in support of the
Company. These allocations took into consideration personnel, business volume
and other appropriate factors and generally included costs related to
fulfillment, marketing, administrative, general management and other services
provided to the Company by The Vitamin Shoppe. Such allocated charges were $.79
million for the nine months ended September 30, 1999. Allocations of expenses
were estimates based on The Vitamin Shoppe management's best assessment of
actual expenses incurred on behalf of the Company. It is management's opinion
that the expenses charged to the Company were reasonable. In
7
<PAGE>
addition to these allocations, The Vitamin Shoppe supplied the Company with
inventory on an exclusive basis at a charge of 100 percent of cost.
Effective July 1, 1999 the Company and The Vitamin Shoppe entered into several
intercompany agreements which replaced the expense allocations covering
inventory supply, fulfillment, marketing and administration that were in effect
prior to July 1, 1999 and which cover additional rights and obligations
regarding trademark licenses, co-marketing and databases. Under the intercompany
agreements for inventory supply and fulfillment, The Vitamin Shoppe supplies
inventory to the Company at a cost equal to 105 percent of The Vitamin Shoppe's
product cost and fulfills customer orders at a cost equal to 105 percent of The
Vitamin Shoppe's actual average unit cost per package, plus actual shipping
costs not paid directly by the Company. Both of these services were provided at
100 percent of cost under the allocation approach used prior to July 1, 1999.
The rights and obligations which were added when the intercompany agreements
became effective July 1, 1999 include trademark licenses and co-marketing. The
trademark license agreement provides the Company with the exclusive right to use
The Vitamin Shoppe's trademarks in connection with its marketing and sale of
products and services in online commerce. Under this agreement, the Company pays
The Vitamin Shoppe an annual royalty fee equal to $1 million plus a percentage
(which ranges from 5 percent to 1 percent depending upon volume) of the
Company's net sales of The Vitamin Shoppe brand products, and other products
identified by or branded with The Vitamin Shoppe's trademarks. Under the
co-marketing agreements, The Vitamin Shoppe and the Company provide certain
advertising and promotional references to each other in their respective
catalogue, retail store and Web businesses for mutually agreed upon fees.
For the three and nine months ended September 30, 2000, charges for services
provided to the Company by The Vitamin Shoppe were in accordance with the
intercompany agreements and totaled $1.2 million and $4.0 million, as shown in
the chart below. Accounts payable and accrued expenses on the accompanying
balance sheets at December 31, 1999 and September 30, 2000 include amounts due
to The Vitamin Shoppe related to these services in the amount of $1.1 million
and $ .7 million, respectively.
Three months ended Nine months ended
September 30, 2000 September 30, 2000
(in thousands) (in thousands)
------------------ -----------------
Trademark license $ 367 $ 1,185
Co-marketing 271 871
Administrative 165 495
Supply and fulfillment 310 1,032
Merchandising 120 380
------- -------
Total Expense $ 1,233 $ 3,963
======= =======
All merchandise purchases are made from The Vitamin Shoppe. Such purchases
aggregated $3.73 million and $15.25 million for the three and nine months ended
September 30, 2000. Accounts payable and accrued expenses on the accompanying
balance sheet at December 31, 1999 and September 30, 2000 include amounts due to
The Vitamin Shoppe related to these merchandise purchases in the amount of $1.5
million and $1.3 million, respectively.
By implementing the intercompany agreements, new charges were created that were
not provided for in the historical financial statements prior to July 1, 1999.
On a pro forma basis, had the trademark license and the supply and fulfillment
agreements been in place for all periods presented, the net loss would have been
$11.8 million for the nine months ended September 30, 1999 instead of $11.03
million. Since July 1, 1999, the charges related to these intercompany
agreements are included in the results of operations.
8
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Computation of Basic and Diluted Net Loss Per Share
Net loss per share has been calculated under SFAS No. 128, Earnings per Share.
SFAS No. 128 requires companies to compute earnings per share under two
different methods (basic and diluted). Basic net loss per share is calculated by
dividing the net loss by the weighted average shares of common stock outstanding
during the period. Shares used for this computation consist of 13,081,500 shares
of Class B common stock issued in connection with the Company's initial
capitalization in June 1999 as if all shares were outstanding for all periods
presented. For the three and nine months ended September 30, 2000 and September
30, 1999, diluted net loss per share is equal to basic net loss per share since
potential common shares from the exercise of the stock options and warrants are
antidilutive.
3. Income Taxes
The Company's operating results through June 30, 1999 were included in the
consolidated income tax returns of The Vitamin Shoppe. Through September 30,
1999, The Vitamin Shoppe did not allocate to the Company its share of income tax
liabilities or benefits attributable to the Company's proportionate share of
operating results. Since July 1, 1999, the Company is no longer included in the
consolidated income tax return of The Vitamin Shoppe and, therefore, the
Company's income tax provisions have been calculated on a separate return basis.
Since the capitalization of the Company on July 1, 1999, when the Company ceased
to be part of The Vitamin Shoppe's consolidated group, losses generated are
available to offset any future taxable income for 20 years. Deferred tax assets
normally recorded to reflect the future benefit may or may not be shown as
realizable, depending on the Company's ability to demonstrate the likelihood of
future profitability.
As of September 30, 2000, the Company has a net operating loss carry forward
that, if utilized, provides a future tax benefit of approximately $20.2 million
at an effective tax rate of 40 percent. Due to the uncertainty of the
realization of this net operating loss carry forward in the future, the Company
has provided a valuation allowance to offset this deferred tax asset.
Included in the statement of operations for the nine months ended September 30,
2000 is an income tax provision of $93,000 for state and local taxes.
4. Significant Transactions
Included in the accompanying Statement of Operations on the general and
administrative line the Company recorded approximately $855,000 of severance
expense related to the resignation of two executive officers during the first
quarter 2000 representing approximately $620,000 of cash compensation in
accordance with their employment agreements, and approximately $235,000 of
non-cash compensation due to the accelerated vesting of stock options.
Additionally, with respect to forfeited stock options the Company eliminated
approximately $1.6 million of unamortized deferred stock based compensation that
was previously recorded as additional paid in capital.
5. New Accounting Pronouncements
In July 2000, the Emerging Issues Task Force ("EITF") Issued EITF No. 00-10,
Accounting for Shipping and Handling Fees and Costs. The EITF concluded that all
amounts billed to a customer in a sale transaction related to shipping and
handling represent revenues earned for the goods provided and should be
classified as revenue.
The required implementation date of EITF No. 00-10 for the Company is the fourth
quarter of fiscal 2000. The Company will begin to record all amounts billed to
customers related to shipping and handling costs in the revenue line and costs
related to shipping and handling in the cost of goods sold line as of October 1,
2000 and prior periods will be restated.
9
<PAGE>
Revenue associated with shipping and handling is included in the accompanying
Statement of Operations in the marketing and sales line in the amounts of
$492,000 and $1.90 million for the three and nine months ended September 30,
2000 and $288,000 and $556,000 for the three and nine months ended September 30,
1999. Costs associated with shipping and handling is included on the
accompanying Statement of Operations in the marketing and sales line in the
amount of $663,000 and $3.58 million for the three and nine months ended
September 30, 2000 and $500,000 and $888,000 for the three and nine months ended
September 30, 1999.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
As used in this document, "we," "our," "us" and the "Company" means
VitaminShoppe.com, Inc.
Except for the historical information contained in this report, some statements
made herein are "Forward-Looking Statements" within the meaning of Section 21E
of the Securities Exchange Act of 1934, as amended. These Forward-Looking
Statements reflect our expectations regarding our future growth, results of
operations, performance and business prospects and opportunities. Words such as
"anticipates," "believes," "plans," "expects," "estimates," and similar
expressions have been used to identify these Forward-Looking Statements, but are
not the exclusive means of identifying these statements. These statements
reflect our current beliefs and are based on information currently available to
us. Accordingly, these statements are subject to known and unknown risks,
uncertainties and other factors that could cause our actual growth, results,
performance and business prospects and liquidity to differ from those expressed
in, or implied by, these Forward-Looking Statements. These risks, uncertainties
and other factors are described in our Registration Statement on Form S-1, as
amended (File No. 333-83849), under the caption "Risk Factors". We are not
obligated to update or revise these Forward-Looking Statements to reflect new
events or circumstances.
OVERVIEW
We began development of our online operations in October 1997 and launched our
Web site on April 7, 1998. Initially, our primary activities consisted of
developing the business model and brand, designing and building the Web site,
recruiting and training employees, and negotiating advertising contracts with
several major Web portals. As our business developed, we focused on building the
infrastructure of our company and expanding customer service operations, and on
the design and building of our enhanced, state-of-the-art Web site which
launched in June 2000. Throughout, we have concentrated our efforts on creating
strategies to acquire new customers, build sales momentum, and promote the
brand.
We spent heavily in fourth quarter 1999 on offline advertising and through the
first half of 2000 on contractual commitments made for online sponsorship
relationships. We found that these methods of advertising, while responsible for
bringing us new customers, were not cost effective, and therefore are not
sustainable. During the last six months, all of our online sponsorship
agreements have been terminated, which will result in greatly reduced online
advertising expenditures for the future. We have also suspended plans to launch
an offline media campaign, and will rely instead solely on direct to consumer
marketing through email or printed materials.
While we believe that curtailing on- and offline advertising will enable us to
achieve the lowest possible customer acquisition cost and conserve cash, it is
likely that this will continue to have a negative impact on sales, as was the
case in the third quarter. However, the gross margin as a percent of net sales
was higher in the third quarter 2000 than earlier in the year, the result of
generally higher prices from less discounting and fewer price promotions. While
sales were lower in the quarter, after taking into account the higher gross
margin and the associated savings in variable selling costs, we generated a
higher net margin in absolute dollars than in second quarter 2000. In the future
we may again alter our pricing structure and policies, depending upon our
analysis of internal and external factors.
10
<PAGE>
The mix of marketing expenditures and pricing policies has a significant impact
on our sales; we will continue to evaluate this mix especially in light of our
current cash situation. The chart below illustrates a comparison of historical
and current sales, marketing expenditures, and cumulative customer counts and
gross margins by quarter:
<TABLE>
<CAPTION>
QUARTER ENDED
--------------------------------------------------------------
30-Sep 31-Dec 31-Mar 30-Jun 30-Sep
1999 1999 2000 2000 2000
--------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Sales $000 $3,743 $5,592 $9,333 $8,615 $6,640
Marketing Expenditures $000 -
including online sponsorships $4,965 $15,937 $7,160 $4,497 $3,912
Cumulative Customers - end of period 66,000 100,000 155,000 189,000 210,000
Gross Margin % 44% 40% 37% 35% 44%
Gross Margin $000 $1,630 $2,215 $3,417 $3,012 $2,908
</TABLE>
From inception through September 30, 2000, we have incurred net losses of $58.6
million. At September 30, 2000 our cash and cash equivalents totaled $7.41
million. While we believe that net losses will continue for the foreseeable
future, we believe that we will reduce the rate of loss in the future through a
combination of generating higher margins and lowering expenses in marketing and
most other expense categories.
We have a limited operating history on which to base an evaluation of our
business and prospects. Our prospects must be considered in light of the risks,
expenses and difficulties encountered by companies in the early stages of
development, particularly companies in new and rapidly evolving markets such as
online commerce. In view of these factors, we believe that period-to-period
comparisons of our operating results should not be relied upon as an indication
of future performance.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2000 ("THIRD QUARTER 2000") COMPARED TO THE
THREE MONTHS ENDED SEPTEMBER 30, 1999 ("THIRD QUARTER 1999")
Net Sales. Net sales consist of product sales net of allowances for product
returns. Revenues are recognized when the related product is shipped. The level
of our sales depends primarily on the number of customers that we are able to
attract and how often they purchase, the prices we charge for products, and the
mix and quantity of products purchased.
Net sales for the third quarter 2000 of $6.64 million increased $2.90 million or
78 percent from net sales of $3.74 million in the third quarter 1999, mainly due
to the cumulative growth in our customer base and repeat buying patterns. Orders
increased 35,000 or 66 percent over the third quarter 1999 level to 88,000.
During the quarter, 21,000 new customers were added. Sales and new customers
declined from the second quarter 2000 levels of $8.62 million and 34,000 new
customers. We attribute the decline in sales and deceleration in new customer
growth primarily to two factors. As mentioned earlier, most of our online
sponsorship agreements, which brought us some of our new customers but at a very
high cost per acquisition, concluded in second quarter. In addition, in third
quarter 2000 we adopted a pricing strategy of lower discounting and fewer price
promotions than earlier in the year while our competitors priced aggressively in
some key product categories in the quarter.
11
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Cost of Goods Sold. Cost of goods sold consists primarily of the costs of
products sold to customers. Inventory is supplied to us on an exclusive basis by
Vitamin Shoppe Industries Inc. ("The Vitamin Shoppe") at 105% of The Vitamin
Shoppe's product cost. For the third quarter 2000, cost of goods sold was $3.73
million or 56 percent of net sales, the same percentage of net sales as third
quarter. The pattern of discounting was similar during the two quarters.
The decision to price more conservatively in the third quarter 2000 yielded a
gross margin of 44 percent compared to a gross margin of 35 percent in the
second quarter 2000, when our discounts were steeper. As a result, while net
sales declined $1.98 million from second to third quarter 2000, margin dollars
declined at a much lower rate. Further, when taking into account the decrease in
other variable selling costs (credit card fees, net shipping expenses,
fulfillment), there was no net negative impact to the third quarter.
In the future, we may again alter our pricing structures and policies in keeping
with internal strategic decisions. In addition to pricing strategy, our gross
margins may fluctuate based on other factors, including:
o the cost of our products, including the extent of purchase volume
discounts that The Vitamin Shoppe obtains from suppliers;
o promotions or special offers that we offer to attract new customers;
o the mix of The Vitamin Shoppe(R) brand products versus other branded
products that our customers purchase; and
o the mix of products within each brand category that our customers
purchase.
Marketing and Sales Expenses. Marketing expenses consist primarily of
advertising and promotional expenditures including intercompany co-marketing
allocations, and the trademark license agreement with The Vitamin Shoppe. Our
sales expenses are comprised of the costs of distribution including warehousing,
order processing and fulfillment, which are services provided by The Vitamin
Shoppe at 105% of their cost, as well as credit card fees, net shipping costs,
and equipment and supplies. Marketing and Sales expenses also include payroll
and related expenses for personnel engaged in these activities.
Marketing and sales expenses totaled $5.08 million in the third quarter 2000,
down approximately $.9 million from both the third quarter 1999 and the second
quarter 2000. The decline against both periods is largely the result of lower
marketing expenses, including on- and offline media and associated production
and agency fees. During the third quarter 2000 we amended our contractual
relationship with America On Line, resulting in a shorter more targeted carriage
plan which terminated in mid-October 2000. In addition, selling expenses were
significantly lower in third quarter 2000 versus second quarter 2000. As a
percentage of net sales, marketing and sales expenses totaled 76 percent in the
third quarter 2000.
Technology Development Expenses. Technology development expenses consist
primarily of consulting costs for outsourcing the Web site's applications
development, operations and maintenance, amortization of hardware and software
licensing and service agreements, and Web site hosting and communications
charges. For the third quarter 2000 technology development expenses increased by
$.88 million to $1.83 million from $.95 million for the third quarter 1999.
Quarterly expenses increased year over year in all categories reflecting the
evolution from the early start-up phase to an established and robust e-commerce
website. The investment reflects our commitment to provide a superior Web
commerce experience to our customers. We launched our new state-of-the-art Web
site in June 2000 and are committed to ongoing technology-based refinements and
appropriate support for the site.
General and Administrative Expenses. General and administrative expenses consist
primarily of payroll and related expenses for executive, business and content
development, customer service and administrative personnel, corporate
facilities, depreciation, professional services, and other general corporate
expenses. For the third quarter 2000, general and administrative expenses were
$2.72 million or 41 percent of sales as compared to $1.40
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million or 37 percent of sales in third quarter 1999. This increase was
primarily due to depreciation charges associated with our new Web site and the
addition of staff consistent with building our infrastructure.
Amortization of stock-based compensation. Amortization of deferred stock-based
compensation expense, included in general and administrative expenses, was
$79,000 in the third quarter 2000 as compared to $84,000 in the third quarter
1999.
Interest expense (income), net. Interest expense (income), net consists of
interest charges allocated from The Vitamin Shoppe and interest income earned on
cash and cash equivalents. In the third quarter 1999, interest expense was
charged to us at the rate of 8.75 percent on the note due to The Vitamin Shoppe
and advances which totaled $127,000. Since the note due to The Vitamin Shoppe
was repaid in November 1999, the Company had no interest expense in the third
quarter 2000. Interest income has been earned since the sale of Series A
convertible preferred stock on July 27, 1999 and our initial public offering on
October 8, 1999, and amounted to $208,000 in the third quarter 1999 and $219,000
in the third quarter 2000.
Intercompany agreements. In summary, the intercompany agreements cover rights
and obligations regarding trademark licenses, inventory supply and fulfillment,
promotional and co-marketing activities, databases and administrative services.
Merchandise purchases made under these agreements increased $1.62 million in the
third quarter 2000 to $3.73 million, up from $2.11 million in the third quarter
1999; other expenses under the intercompany agreements with The Vitamin Shoppe
increased $.14 million during the third quarter 2000 to $1.23 million, up from
$1.09 million in the third quarter 1999.
Income taxes. Our operating results through June 30, 1999 were included in the
consolidated income tax returns of The Vitamin Shoppe, and accordingly, The
Vitamin Shoppe did not allocate to us its share of income tax liabilities or
benefits attributable to our proportionate share of operating results. Since
July 1, 1999, we are no longer included in the consolidated income tax return of
The Vitamin Shoppe and, therefore, our income tax provisions have been
calculated on a separate return basis
Since our capitalization on July 1, 1999, when we ceased to be part of The
Vitamin Shoppe's consolidated group, losses generated are available to offset
any future taxable income for 20 years. Deferred tax assets normally recorded to
reflect the future benefit may or may not be shown as realizable, depending on
our ability to demonstrate the likelihood of future profitability.
As of September 30, 2000, we had a net operating loss carry forward that, if
utilized, provides a future tax benefit of approximately $20.2 million at an
effective tax rate of 40 percent. Due to the uncertainty of the realization of
this net operating loss carry forward in the future, we have provided a
valuation allowance to offset this deferred tax asset.
NINE MONTHS ENDED SEPTEMBER 30, 2000 ("THE FIRST THREE QUARTERS 2000") COMPARED
TO THE NINE MONTHS ENDED SEPTEMBER 30, 1999 ("THE FIRST THREE QUARTERS 1999")
Net sales. For the first three quarters 2000, net sales totaled $24.59 million,
an increase of $16.54 million or 205 percent from net sales of $8.05 million
during the first three quarters 1999. Orders in the first three quarters of 2000
totaled 347,000 as compared to 112,000 orders in the comparable period in 1999;
110,000 new customers were added, two and a half times the 45,000 in the first
three quarters 1999. We significantly increased our advertising, marketing and
promotional focus and expenditures in the first three quarters 2000 (though at a
declining spending rate), as compared to the same period in 1999. We believe
that these expenditures contributed to the strong growth in our cumulative
customer base. That growth and the strong repeat buying patterns of our
customers are the main factors in our increased net sales. Average order size
has increased slightly to $76 in the first three quarters of 2000 from $72 in
the comparable period of 1999, as a result of a larger proportion of repeat
buyers in the 2000 period.
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Cost of Goods Sold. Cost of goods sold for the first three quarters 2000 was
$15.25 million or 62 percent of net sales versus $4.22 million or 52 percent of
net sales for the first three quarters 1999. The increase in cost of sales as a
percent of net sales is mainly attributable to three factors: our promotional
discounts were more aggressive during the first two quarters 2000 versus the
first three quarters of 1999; the implementation of our supply and fulfillment
agreement with The Vitamin Shoppe increased the cost of inventory to us from
100% to 105% of The Vitamin Shoppe's product cost beginning July 1, 1999; and we
sold a somewhat lower proportion of higher margin Vitamin Shoppe(R) branded
products versus other brands in the first three quarters 2000 as compared to the
first three quarters 1999.
Marketing and Sales Expenses. Marketing and sales expenses consist primarily of
advertising and promotional expenditures, merchandising, distribution expenses,
including order processing and fulfillment charges, net shipping costs,
equipment and supplies and payroll and related expenses for personnel engaged in
these activities. Some of these expenses represent charges for services provided
by The Vitamin Shoppe which prior to July 1, 1999 were in the form of
allocations based on The Vitamin Shoppe's best estimate of actual expenses. As
of July 1, 1999 various intercompany agreements were put in place to cover these
expenses. Among the services covered under these agreements The Vitamin Shoppe
provides warehousing and fulfillment services for customer orders on an
exclusive basis. We pay The Vitamin Shoppe for these services an amount equal to
105 percent of The Vitamin Shoppe's actual average unit cost (fully-loaded) per
package multiplied by the number of packages shipped to our customers, plus
actual shipping costs that we do not pay directly. The trademark license
agreement with The Vitamin Shoppe provides us with the exclusive right to use
The Vitamin Shoppe's trademarks, including the logo and name, in connection with
the marketing and sale of products and services in online commerce; we pay an
annual royalty trademark fee of $1 million plus an additional amount based on a
percentage of net sales volume of The Vitamin Shoppe(R) branded product.
Prior to July 1, 1999, warehousing and fulfillment services were allocations
based on 100% of best estimates and there was no trademark royalty fee charged
by The Vitamin Shoppe. The increase in the warehousing and fulfillment charges
to 105% of fully-loaded cost from a 100% allocation and the addition of the
trademark fee are partially responsible for higher marketing and sales expenses
in the first three quarters of 2000 versus the first three quarters of 1999.
For the nine months ended September 30, 2000, marketing and sales expenses
decreased as a percentage of net sales but increased by $10.10 million in
absolute dollars to $20.43 million or 83 percent of net sales, up from $10.33
million or 128 percent of net sales for the nine months ended September 30,
1999. The increase in marketing expenses is attributable to our offline
advertising efforts, online sponsorship agreements and the addition of charges
associated with our intercompany co-marketing and trademark agreements with The
Vitamin Shoppe. Marketing expenses trended down from first to third quarter
2000. Selling expenses, largely variable with the higher sales level in the 2000
period, accounted for approximately one third of the increase in sales and
marketing expenses. During the period from September 1999 through April 2000,
the Company's shipping policy allowed overnight delivery on all packages at no
additional cost to the customer above standard delivery as a promotional
incentive. The policy was subsequently changed, and the Company began charging a
$2.00 premium for overnight delivery. When comparing the two nine month periods,
net shipping costs were $1.35 million higher in 2000 versus 1999 with $.5
million of this increase resulting from the free upgrade and the remainder from
the increase in sales volume.
Technology Development Expenses. For the first three quarters 2000 technology
development expenses increased by $4.41 million to $6.08 million from $1.67
million for the first three quarters 1999. As a percentage of the first three
quarters' net sales, these expenses were 25 percent in 2000 and 21 percent in
1999. Technology development expenses in both periods consisted in large part of
consulting costs for outsourcing the Web site's applications development,
operations and maintenance, as well as some internal staff manpower. These costs
peaked in second quarter 2000 while we were simultaneously running our original
Web site and completing development and testing of the new site which launched
in June 2000. Site hosting, hardware and software licensing and service
agreements, and communications charges, which comprise the other major
components of
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technology expense, have increased in the first three quarters 2000 as compared
to same period in 1999 consistent with the implementation of a full scale Web
commerce business.
General and Administrative Expenses. General and administrative expenses consist
primarily of payroll and related expenses for executive, business and content
development, customer service and administrative personnel, corporate facility
expenses, depreciation, professional services, deferred stock-based compensation
and other general corporate expenses. General and administrative expenses
increased by $5.78 million to $8.50 million or 35 percent of net sales for the
first three quarters 2000 from $2.72 million or 34 percent of net sales for the
first three quarters 1999. This increase was primarily due to the addition of
personnel, professional fees and other expenses associated with building our
infrastructure, certain severance charges, and depreciation, primarily of the
new Web site.
Amortization of stock-based compensation. Amortization of deferred stock-based
compensation expense, included in general and administrative expenses, was
$512,000 in the first three quarters 2000 as compared to $354,000 in the first
three quarters 1999.
Interest expense (income), net. Interest expense (income), net consists of
interest charges allocated from The Vitamin Shoppe and interest income earned on
cash and cash equivalents. In the first three quarters 1999, interest expense
was charged to us at the rate of 8.75 percent on the note due to The Vitamin
Shoppe and other advances which totaled $348,000. Since the note due to The
Vitamin Shoppe was repaid in November 1999, the Company had no interest expense
in the first three quarters 2000. Interest income was earned since the sale of
Series A convertible preferred stock on July 27, 1999 and our initial public
offering on October 8, 1999 and amounted to $1.18 million in the first three
quarters 2000 and $208,000 in the third quarter 1999.
Intercompany agreements. In summary, the intercompany agreements cover rights
and obligations regarding trademark licenses, inventory supply and fulfillment,
promotional and co-marketing activities, databases and administrative services.
We incurred a total of $15.25 million of merchandise purchases and $3.96 million
of other expenses under the intercompany agreements with The Vitamin Shoppe
during the first three quarters 2000. We incurred a total of $2.11 million of
merchandise purchases and $1.09 million of other expenses under the intercompany
agreements with The Vitamin Shoppe during the third quarter 1999. The
intercompany agreements were not in place during the first two quarters 1999.
During the first two quarters 1999, allocations were made by The Vitamin Shoppe
for services provided to us. These allocations did not include charges for the
trademark license or co-marketing activities. Further, inventory and fulfillment
charges were allocated at the rate of 100% of cost rather than the 105% as
provided in the intercompany agreements. Had the intercompany agreements been in
place during the first two quarters 1999, our net loss would have been increased
to $11.80 million rather than $11.03 million.
LIQUIDITY AND CAPITAL RESOURCES
Since inception, our operations have not generated sufficient cash flow to
satisfy our current obligations. The Vitamin Shoppe funded these obligations
through June 1999. On September 30, 1999, we issued a promissory note to The
Vitamin Shoppe for approximately $5.8 million payable upon demand by The Vitamin
Shoppe. This amount represented funds advanced to us by The Vitamin Shoppe for
operating losses and working capital requirements through September 30, 1999 and
was repaid in full in November 1999.
On July 9, 1999, we issued promissory notes of $10 million in aggregate
principal amount due in June 2000. These notes were held by stockholders of The
Vitamin Shoppe or affiliates of these stockholders. Later in July 1999, these
notes were converted into Series A convertible preferred stock and approximately
$13.6 million of additional Series A convertible preferred stock was issued.
Together, these shares of Series A convertible preferred stock were converted
into an aggregate of 2,732,119 shares of Class A common stock.
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On October 8, 1999, we sold 4,545,455 shares of our Class A common stock in an
initial public offering at a price of $11.00 per share. The gross proceeds from
this offering were $50 million. The net proceeds were approximately $45 million
after deducting underwriting discounts and commissions of $3.5 million and other
offering expenses of $1.5 million.
As of December 31, 1999, the Company had $38 million in cash and cash
equivalents as compared to $7.41 million at September 30, 2000. During the
first, second and third quarters of 2000, net cash used in operating activities
was $10.2 million, $8.8 million and $6.2 million, respectively. Net cash used in
investing activities during the first, second and third quarters of 2000 was
approximately $2.6 million, $1.9 million and $.9 million, respectively,
principally to fund expenditures for development of our new Web site which was
launched in June 2000. As of September 30, 2000, we had accounts payable and
accrued liabilities of $5.36 million and amounts payable to The Vitamin Shoppe
under the intercompany agreements of $2.02 million. At this date, our principal
fixed commitment going forward consists of a sublease agreement for our office
space aggregating $1.40 million through November 2003.
We expect that cash flows from operating activities will continue to be
negative, although losses should decrease significantly from those levels
experienced during the first three quarters of 2000. In the last six months, all
of our online sponsorship agreements have terminated, resulting in greatly
reduced online advertising expenditures for the future. During third quarter
2000, our presence on AOL Web sites was amended to a shorter more targeted
carriage plan which concluded in mid-October. We have also suspended plans to
launch an offline media campaign. While we believe that curtailing on- and
offline advertising will enable us to achieve the lowest possible customer
acquisition cost and conserve cash, we do not know the extent of the sales
impact that will result.
In addition to curtailing marketing, we continue to closely monitor all of our
other variable expenses to conserve our available cash. We adjusted our staffing
downward from the higher levels we maintained during the build-up phase of our
business. Further, we outsourced our ongoing Web site operations to Sapient, our
partner in the development of our new Web site, rather than staffing a
full-service technology department. While this particular part of the
restructuring is not expected to decrease expenses, reductions in in-house
staffing may enable us to lower administrative, overhead and office space
requirements. In total, the Company's staffing level has been reduced, through a
combination of restructuring and attrition, from a high of 82 to the current
level of 47.
Based upon our current projection of sales and cash flows, our available cash
will likely be depleted in the first quarter 2001. We continue to evaluate our
situation, in order to increase liquidity, extend cash or otherwise increase
shareholder value, including consideration of financings and strategic
transactions. There can be no assurance that any financing or strategic
transaction will be completed or that, if completed, it will be on terms
favorable to the Company or its shareholders.
RECENT ACCOUNTING PRONOUNCEMENTS
In July 2000, the Emerging Issues Task Force ("EITF") Issued EITF No. 00-10,
Accounting for Shipping and Handling Fees and Costs. The EITF concluded that all
amounts billed to a customer in a sale transaction related to shipping and
handling, represent revenues earned for the goods provided and should be
classified as revenue.
The required implementation date of EITF No. 00-10 for the Company is the fourth
quarter of fiscal 2000. The Company will begin to record all amounts billed to
customers related to shipping and handling costs in the revenue line and costs
related to shipping and handling in the cost of goods sold line as of October 1,
2000 and prior periods will be restated.
Revenue associated with shipping and handling is included in the accompanying
Statement of Operations in the marketing and sales line in the amounts of
$492,000 and $1.90 million for the three and nine months ended September 30,
2000 and $288,000 and $556,000 for the three and nine months ended September 30,
1999. Costs
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associated with shipping and handling is included on the accompanying Statement
of Operations in the marketing and sales line in the amount of $663,000 and
$3.58 million for the three and nine months ended September 30, 2000 and
$500,000 and $888,000 for the three and nine months ended September 30, 1999.
The impact of adopting EITF No. 00-10 would result in a decrease in the
historical gross margin as a percentage of net sales and a decrease in marketing
and sales expense as a percent of net sales as follows:
<TABLE>
<CAPTION>
QUARTER ENDED NINE MONTHS ENDED
-------------------------- ------------------------
30-Sep 30-Sep 30-Sep 30-Sep
1999 2000 1999 2000
-------------------------- ------------------------
<S> <C> <C> <C> <C>
Gross Margin as Percent of Net Sales -
Comparison:
-Current Accounting for Shipping
Revenue and Expense 44% 44% 48% 38%
-EITF No. 00-10 Adoption for
Shipping Revenue and Expense 35% 38% 41% 29%
Marketing and Sales Expenses as Percent of
Net Sales - Comparison :
-Current Accounting for Shipping 159% 76% 128% 83%
-EITF No. 00-10 Adoption for Shipping* 143% 69% 116% 71%
</TABLE>
* For purposes of this calculation, net sales include shipping and
handling revenue.
From September 1999 to April 2000, the Company's shipping policy allowed
overnight delivery on all packages at no additional cost to the customer above
standard delivery. Effective May 1, 2000, the Company began charging a $2.00 per
order premium for overnight delivery.
In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, which is effective for fiscal years
beginning after June 15, 2000. SFAS No. 133 requires recognition of all
derivatives on the balance sheet at fair value. We have determined that the
adoption of this new standard will not have a material effect on our financial
statements or disclosures for all periods presented.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We believe that inflation has not had a material impact on our results of
operations since inception for each of our third quarters ended September 30,
1999 and 2000. However, there can be no assurance that future inflation would
not have an adverse impact on our operating results and financial condition.
We are not subject to currency fluctuations since we do not have any
international operations. We have limited market risk exposure since we do not
have any outstanding variable rate debt or derivative financial and commodity
instruments as of November 1, 2000.
As of November 1, 2000, we have no outstanding long-term debt instruments.
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PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
On October 7, 1999, the Securities and Exchange Commission declared effective a
registration statement on Form S-1 (File No. 333-83849) with respect to our
Class A common stock. Pursuant to the registration statement, we offered and
sold 4,545,455 shares of Class A common stock at $11.00 per share to an
underwriting syndicate. The managing underwriters of this syndicate were Thomas
Weisel Partners LLC, William Blair & Company and PaineWebber Incorporated. The
offering terminated because all shares offered were sold.
The gross proceeds from the offering were $50.0 million. Total expenses that we
incurred in connection with the issuance and distribution of the Class A common
stock from the date that the offer commenced to September 30, 2000 were $5.0
million. No discounts, commissions or other offering expenses were paid to
directors, officers or general partners of VitaminShoppe.com, our associates or
persons owning 10% or more of any class of our equity securities. Payments to
underwriters, printers, accountants and legal counsel were made directly to
those parties. After deducting these expenses and the write-off of prepaid
offering costs, the net proceeds of the offering were approximately $45.0
million. Prior to the third quarter 2000 we used approximately $33.3 million of
such proceeds for various issues, including capital expenditures, advertising
and marketing and the repayment of a note due to The Vitamin Shoppe.
During the first three quarters 2000, we used $5.44 million of the net proceeds
for enhancements to our Web site and other capital expenditures, and $11.78
million for advertising and marketing activities. Other than principal and
accrued interest paid to our principal stockholder in 1999, none of these
payments were made to directors, officers or general partners of the Company or
our associates or to persons owning 10% or more of any class of our equity
securities. The remainder of the proceeds of the offering has been invested in
short-term, investment-grade, interest-bearing obligations and we expect that it
will be used for general corporate purposes, including working capital, capital
expenditures and advertising and marketing activities. A portion of the net
proceeds may also be used to acquire or invest in complementary businesses,
technologies, product lines or products. We have no current agreements or
commitments with respect to such an acquisition. The amounts actually expended
by us for such purposes may vary significantly and will depend upon a number of
factors, including our future revenue and cash generated by operations.
Accordingly, we retain broad discretion in the allocation of the net proceeds of
the offering.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits required by Item 601 of Regulation S-K:
Exhibit 10.1: Work Statement No. 5 to the Master Professional Services
Agreement dated as of September 28, 2000 by and between the registrant
and Sapient Corporation*
Exhibit 10.2: Amendment to and Termination of AOL Advertising Insertion
Order dated as of August 22, 2000 by and between America Online, Inc.
and the registrant*
Exhibit 27.1: Financial Data Schedule (EDGAR version only)
(b) Reports on Form 8-K:
None.
* Confidential treatment has been requested on this document.
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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.
VITAMINSHOPPE.COM, INC.
(Registrant)
Date: November 14, 2000 /s/ Jeffrey J. Horowitz
----------------------------------------
Jeffrey J. Horowitz, President and
Chief Executive Officer
/s/ Ann M. Sardini
----------------------------------------
Ann M. Sardini, Chief Financial Officer,
Treasurer and Secretary
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