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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, 1999
OR
/_/ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission file number 0-16819
FRAGRANCENET.COM, INC.
(exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 5990 94-3054267
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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2070 Deer Park Avenue
Deer Park, New York 11729
(516) 242-3205
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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
---- ----
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
CLASS OUTSTANDING AT SEPTEMBER 30, 1999
- ----- ---------------------------------
Common Stock, par value 6,573,190
$ .01 per share
1
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Index
FRAGRANCENET.COM, INC.
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<CAPTION>
PAGE NUMBER
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Part I. Financial Information
Item 1. Consolidated Financial Statements (Unaudited):
<S> <C>
Consolidated Balance Sheets at September 30, 1999
and March 31, 1999.................................................................................3
Consolidated Statements of Operations for the Three and Six
Months Ended September 30, 1999 and September 30, 1998.............................................4-5
Consolidated Statements of Cash Flows for the Six
Months Ended September 30, 1999 and September 30, 1998.............................................6
Notes to Consolidated Financial Statements.........................................................7-8
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations............................................................9-11
Item 3. Quantitative and Qualitative Disclosures about Market Risk.........................................12
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K...................................................................13
Signatures..................................................................................................14
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2
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Item 1. Consolidated Financial Statements (Unaudited)
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
September 30, March 31,
1999 1999
(Unaudited)
- ------------------------------------------------------------------------------------------------------------------------------------
ASSETS
Current Assets:
<S> <C> <C>
Cash and cash equivalents $ 509,886 $ 77,669
Accounts receivable 43,071 7,426
Inventory 27,770 6,500
Prepaid expenses 10,479 396
------------------ ------------------
Total Current Assets 591,206 91,991
Property and Equipment - net of accumulated depreciation
and amortization of $17,921 and $11,541 26,407 28,965
Intangible Asset - net of accumulated amortization
of $375 and $125 7,125 7,375
------------------ ------------------
Total Assets $ 624,738 $ 128,331
================== ==================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Loans Payable - Stockholders - 25,000
Accounts payable and accrued expenses $ 248,399 $ 99,047
------------------ ------------------
Total Liabilities 248,399 124,047
------------------ ------------------
Stockholders' Equity:
Convertible Series A Preferred stock - $.01 par value;
3,000,000 shares authorized,
1,029,514 shares issued and outstanding 10,295 -
Common stock - $.01 par value;
6,666,666 shares authorized and 6,573,190
and 1,673,190 shares issued and outstanding 65,732 18,131
Additional paid-in capital 523,973 81,869
------------------ ------------------
600,000 100,000
Accumulated deficit (223,661) (95,716)
------------------ ------------------
Total Stockholders' Equity 376,339 4,284
------------------ ------------------
Total Liabilities and Stockholders' Equity $ 624,738 $ 128,331
================== ==================
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See notes to Financial Statements.
3
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CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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<CAPTION>
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Three Months Ended September 30,
1999 1998
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<S> <C> <C>
Net Sales $ 688,213 $ 143,744
Cost of Sales 462,789 92,499
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Gross Profit 225,424 51,245
------------------ ------------------
Operating Expenses:
Selling and marketing 140,172 23,037
General and administrative 146,261 49,439
------------------ ------------------
Total Operating Expenses 286,433 72,476
------------------ ------------------
Loss From Operations (61,009) (21,231)
Other Income - Interest Income 2,419 -
------------------ -----------------
Net Loss $ (58,590) $ (21,231)
=================== ===================
Basic and diluted loss per common share $ (0.01) $ (0.01)
Weighted average number of common shares outstanding 4,939,857 1,673,190
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See Notes to Financial Statements.
4
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CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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<CAPTION>
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Six Months Ended September 30,
1999 1998
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<S> <C> <C>
Net Sales $ 1,071,824 $ 290,244
Cost of Goods Sold 722,644 182,892
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Gross Profit 349,180 107,352
------------------ ------------------
Operating Expenses:
Selling and marketing 231,365 36,325
General and administrative 248,179 90,211
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Total Operating Expenses 479,544 126,536
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Loss From Operations (130,364) (19,184)
Other Income - Interest Income 2,419 -
--------------------- --------------------
Net Loss (127,945) (19,184)
Accumulated Deficit - beginning of period (95,716) (11,110)
------------------ ------------------
Accumulated Deficit - end of period $ (223,661) $ (30,294)
================== ==================
Basic and diluted loss per common share $ (0.07) $ (0.02)
Weighted average number of common shares outstanding 3,306,523 1,673,190
</TABLE>
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See Notes to Financial Statements.
5
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CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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<CAPTION>
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Six Months Ended September 30,
1999 1998
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<S> <C> <C>
Cash flows from operating activities:
Earnings (loss) from continuing operations $ (127,945) $ 17,162
Adjustments to reconcile net loss to net cash used in operating
Depreciation and amortization 6,630 4,275
Changes in:
Accounts receivable (35,645)
Inventory (21,270)
Prepaid expenses (10,083)
Accounts payable 149,352 (11,354)
------------- ---------------
Net cash provided by (used in) operating activities (38,961) 10,083
Cash flows from investing activities:
Acquisition of property and equipment (3,822) (8,482)
---------------- ----------------
Net cash used in investing activities (3,822) (8,482)
Cash flows from financing activities:
Repayment of shareholder loan (25,000) -
Cash acquired pursuant to the merger of Fragrancenet.com,
Inc. and Telescents 500,000 -
---------------- ----------------
Net cash provided by financing activities 475,000
-------------
Net increase in cash and cash equivalents 432,217 1,601
Cash, beginning of the period 77,669 110,902
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Cash, end of the period $ 509,886 $ 112,503
============== =============
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See Notes to Financial Statements.
6
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Notes to Unaudited Financial Statements
1. Basis of Presentation
The accompanying financial statements present the historical financial results
of TeleScents, Inc. and include the net assets acquired in National Capital
Management Corporation's (NCMC) acquisition of TeleScents, Inc. on July 28,
1999. The acquisition of TeleScents was accounted for as a reverse acquisition
as described in note 2. NCMC had no operations subsequent to July 28, 1999.
The financial information for the three an six month periods ended September 30,
1999 and 1998 presented in this Form 10-QSB has been prepared from the
accounting records without audit. The information furnished reflects all
adjustments (consisting of only normal recurring adjustments) which are, in the
opinion of management, necessary for a fair statement of the results for interim
periods. The results for the six months ended September 30, 1999 are not
necessarily indicative of the results to be expected for a full year. The
balance sheet as of March 31, 1999 has been derived from audited financial
statements.
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions of Form 10-Q of Regulation S-X. Accordingly, they do
not include all the information and notes required by generally accepted
accounting principles for complete financial statements. For further
information, refer to the Company's financial statements for the year ended
March 31, 1999 and notes thereto included in the Company's Form 8-K dated August
10, 1999.
2. TeleScents Reverse Acquisition of FragranceNet.com
On July 28, 1999, National Capital Management Corporation (the "Company")
entered into an Agreement and Plan of Merger (the "Merger Agreement") by and
among the Company, FAC, Inc., a wholly-owned subsidiary of the Company ("Merger
Sub"), TeleScents, Inc., a New York corporation ("TeleScents"), and Dennis M.
Apfel, Jason S. Apfel and Growth Capital Partners, L.L.C. ("Growth Capital"),
the holders of all of the outstanding capital stock of TeleScents (the
"Shareholders"). Pursuant to the terms of the Merger Agreement, Merger Sub
merged with and into TeleScents (the "Merger"), whereupon the separate corporate
existence of Merger Sub ceased and TeleScents continued as the surviving
corporation.
Pursuant to the Merger Agreement, the Company issued to the Shareholders an
aggregate of 4,900,000 shares of the Company's common stock (the Common Stock")
and an aggregate of 1,029,514 shares of the Company's Series A Preferred Stock
(the "Preferred Stock"). The Preferred Stock is convertible into Common Stock on
a 1-for-10 basis at such time as the Certificate of Incorporation of the Company
is amended to increase the authorized shares of Common Stock to a number of
shares of Common Stock sufficient to effect the conversion. In accordance with
the Post-Closing Agreement (defined below), the Company anticipates that the
Preferred Stock will be converted into 10,295,140 shares of Common Stock
following a meeting of stockholders of the Company. The Board of Directors of
the Company intends to recommend to the stockholders of the Company the adoption
of the amendment to the Certificate of Incorporation of the Company to increase
the authorized shares of Common Stock to allow for the foregoing conversion. The
Preferred Stock carries voting privileges on an "as converted"
7
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basis. Accordingly, the Shareholders, in the aggregate, hold approximately
89.55% of the total voting power of the Company's voting stock.
In connection with the Merger, the Company, TeleScents and the Shareholders
entered into an agreement regarding certain closing and post-closing matters
(the "Post-Closing Agreement") which provides, among other things, that the
Company will hold a meeting of its stockholders as soon as practicable to (i)
elect new directors, (ii) amend the Company's Certificate of Incorporation to
increase the number of authorized shares of Common Stock, (iii) adopt a stock
option plan and (iv) ratify the Board of Directors' selection of the independent
auditor for the Company for the current fiscal year. The Post-Closing Agreement
also provides for the maintenance of an account for payment, among other things,
of expenses of the Company incurred prior to the Merger. As of the effective
date of the Merger, Jason S. Apfel, the President of TeleScents, became the
Chief Executive Officer and President of the Company and the Surviving
Corporation and Dennis M. Apfel, the Chief Financial Officer of TeleScents,
became as the Chief Financial Officer and Secretary of the Company and the
Surviving Corporation.
In connection with the Merger, the Company has also changed its name to
Fragrancenet.com, Inc. and has changed its ticker symbol to "FRGN".
The Company's acquisition of TeleScents was accounted for as a reverse
acquisition with TeleScents as the accounting acquirer, as the shareholders of
TeleScents gained voting control of the Company pursuant to the merger. After
accounting for dividends to pre-transaction holders of common stock and payment
of contingent liabilities, if any, $500,000 of cash will be the only asset
remaining in the Company. Accordingly, as the only asset of the Company at the
time of the transaction was cash, the reverse acquisition is accounted for as a
recapitalization of TeleScents with the issuance of shares of common stock to
the pre-transaction stockholders of FragranceNet.com in exchange for cash.
The following unaudited pro forma statement of operations data for the six
months ended September 30, 1999 gives effect to the above transaction as if it
had occurred on April 1, 1999 and reflects the historical operations of the
purchased business (FragranceNet.com) adjusted for reduced interest income to
that amount earned on the cash balances retained by the merged entity and
reduced corporate expenses for those not associated with the merged entity.
Pro forma information
Net sales $1,071,824
Net loss (102,945)
Loss per share (0.02)
The unaudited pro forma results of operations are not necessarily indicative of
what the actual results of operations would have been had the transaction
occurred on the date indicated above, nor do they represent future financial
results of operations.
8
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
The following discussion and analysis should be read in conjunction with the
financial statements and notes to the financial statements.
Results of Operations
The following table sets forth for the periods indicated certain financial
information derived from the Company's consolidated statements of operations.
There can be no assurance that trends in sales growth will continue in the
future.
Three Months Ended September 30, 1999 1998
- --------------------------------------------------------------------------------
Net Sales $ 688,213 $ 143,744
Cost of Sales 462,789 92,499
Gross Profit 225,424
51,245
Total Operating Expenses 286,433 72,476
Loss from Operations (61,009) (21,231)
Other Income - Interest Income 2,419 --
Net Loss (58,590) (21,231)
Overview
The Company sells brand name fragrances and related products over the Internet
through a website located at www.fragrancenet.com. The Company purchases
products from up to eight different suppliers and does not purchase the products
until they are ordered and paid for by the customer. Payment is made by credit
card or by check and goods are not shipped to the customer until the check
clears and/or authorization from the credit card company is obtained. The
Company does not carry any significant level of inventory and has no accounts
receivable, except from credit card companies.
Revenues
Revenues for the quarter ended September 30, 1999 increased $544,469 or 480%
over the comparable period in 1998 due primarily to an increase in the number of
customers.
Cost of Sales
- -------------
Cost of sales as a percentage of sales were 67% in the quarter ended September
30, 1999 and 65% in the quarter ended September 30, 1998.
Selling, General and Administrative Expenses
These expenses encompass the entire operations of the business from personnel
required to operate the office to website development and hosting of the
website. The expenses increased $213,957 in the quarter ended September 30, 1999
when compared to September 30, 1998. As a percentage of sales however the
expenses decreased from 50% for the quarter September 30, 1998 to 41% for the
quarter ended September 30, 1999. This is the result of economies of scale that
were effected by the Company.
9
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Net Loss
As a result of the Company's increases in personnel, associated purchases of
additional computer hardware and software, aggressive actions to attract
affiliates and custom scripting for the website the Company experienced a net
loss of $58,590 and $21,231 for the quarters ended September 30, 1999 and
September 30, 1998 respectively.
Income Taxes
By reason of the net loss no income taxes were provided for either quarter.
The increases in amounts for the six months ended September 30, 1999, compared
with the six months ended September 30, 1998, were for similar reasons as for
the quarters.
Liquidity, Capital Resources and Changes in Financial Condition
- ---------------------------------------------------------------
The Company's cash was sufficient to enable it to meet its cash requirements
during the quarter ended September 30, 1999. The main requirements for capital
are to acquire merchandise for sale over the Internet through the Company's
website, for the maintenance of the website and for advertising and promotion to
bring consumers to the website.
At September 30, 1999 the Company had working capital of approximately $342,800
and cash and cash equivalents of approximately $510,000 as compared to a working
capital deficit of ($32,056) and cash and cash equivalents of $77,669 at March
31, 1999.
The merger effected by the Company on July 28, 1999 resulted in an increase in
the Company's cash of $500,000.
Year 2000 Information
The Year 2000 issue results from the computer system using two digits rather
than four to represent the year so that a date using "00" is recognized as the
year 1900 rather than the year 2000. This could disrupt the operation of the
Company's and/or third party's computer systems.
The Company believes that it has limited Year 2000 exposure. The Company
believes that its systems have been designed to be Year 2000 compliant. The
Company is engaged in an ongoing assessment, remediation and testing of the
readiness of the systems which are material to the Company. Although the
assessment, remediation and testing is on-going, management does not believe
that it will have material Year 2000 problems. The Company's management believes
that it will be successful in identifying and resolving any potential
difficulties in its systems with respect to Year 2000 issues, that all material
systems will be compliant by the Year 2000 and that the cost to address the Year
2000 issue will not be material.
The Company does not materially rely on any one third party vendor or supplier
and accordingly does not believe that the Year 2000 readiness of third parties
will have a material impact on its business. Nonetheless the Company's business
is dependent on third parties, such as public utilities, electric systems,
telecommunications systems, mail and delivery services. The Company's business
could be materially adversely affected by disruption in services provided by
such entities or by conditions resulting from Year 2000 issues generally
affecting companies with which it does business. The Company's management
believes the impact of the Year 2000 will not cause any material disruptions in
the Company's operations. However, the impact of such potential disruptions is
difficult to assess and accordingly there is a risk that there will be
disruptions which could have a material adverse affect on the Company.
Forward Looking Statements
Certain statements contained in "Management's Discussion and Analysis of Results
of Operations and Financial Condition" concerning future prospects of the
Company and cash flow requirements are forward
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looking statements which may involve known and unknown material risks,
uncertainties and other factors not under the Company's control including
without limitation the need for additional financing, the impact of competition,
the management of growth, compliance with applicable regulatory requirements,
and the Company's ability to enter into agreements with marketing or
distribution partners, which may cause actual results and the performance of the
Company to be materially different from the Company's expectations.
11
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has no risks which are required to be disclosed.
12
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Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27. Financial Data Schedule
(b) Reports on Form 8-K
On August 10, 1999, the Company filed a current report on Form 8-K
dated July 28, 1999, reporting under Items 1, 2, and 5 of Form 8-K the Company's
entering into an Agreement and Plan of Merger by and among the Company, FAC,
Inc., Telescents, Inc., Dennis M. Apfel, Jason S. Apfel, and Growth Capital
Partners, L.L.C.
On October 12, 1999, the Company filed a current report on Form
8-K/A (Amendment No. 1), amending Item 7, section (b) of report on Form 8-K
dated July 28, 1999, to include pro forma financial information.
13
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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.
Dated: November 15, 1999 FRAGRANCENET.COM, INC.
----------------------------
(Registrant)
Dated: November 15, 1999 By / s / JASON S. APFEL
----------------------------
Jason S. Apfel
President and
Chief Executive Officer
Dated: November 15, 1999 By / s / DENNIS M. APFEL
----------------------------
Dennis M. Apfel, Esq.
Chief Financial Officer
14
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INDEX TO EXHIBITS
--------------------
Exhibit Page
Number Description Number
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27 Financial Data Schedule 16
15
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> MAR-31-2000 MAR-31-2000
<PERIOD-START> JUL-01-1999 APR-01-1999
<PERIOD-END> SEP-30-1999 SEP-30-1999
<CASH> 0 509,886
<SECURITIES> 0 0
<RECEIVABLES> 0 43,071
<ALLOWANCES> 0 0
<INVENTORY> 0 27,770
<CURRENT-ASSETS> 0 591,206
<PP&E> 0 44,328
<DEPRECIATION> 0 17,921
<TOTAL-ASSETS> 0 624,738
<CURRENT-LIABILITIES> 0 248,399
<BONDS> 0 0
0 0
0 10,295
<COMMON> 0 65,732
<OTHER-SE> 0 523,973
<TOTAL-LIABILITY-AND-EQUITY> 0 624,738
<SALES> 688,213 1,071,824
<TOTAL-REVENUES> 688,213 1,071,824
<CGS> 462,789 722,644
<TOTAL-COSTS> 462,789 722,644
<OTHER-EXPENSES> 286,433 479,544
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (58,590) (127,945)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (58,590) (127,945)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (58,590) (127,945)
<EPS-BASIC> (0.01) (0.07)
<EPS-DILUTED> (0.01) (0.07)
</TABLE>
