<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 1, 1999
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE EXCHANGE ACT
For the transition period from __________ to __________
Commission file number 33-42701
PREMIER CONCEPTS, INC.
-------------------------------------------
(Exact Name of Small Business Issuer as
Specified in its Charter)
Colorado 84-1186026
- ---------------------------- ---------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
3033 South Parker Road, Suite 120, Aurora, Colorado 80014
--------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(303) 338-1800
------------------------------------------------
(Issuer's telephone number, including area code)
------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the last 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 [ ]
As of September 13, 1999, the Registrant had 1,069,128 shares of its $.002
par value Common Stock outstanding.
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]
<PAGE>
INDEX
PART I. FINANCIAL INFORMATION Page
----
Item 1. Financial Statements 3
Balance Sheet as of August 1, 1999 and January 31,
1999 4
Statement of Operations and Comprehensive Income
for the Three Months Ended August 1, 1999 and
July 26, 1998 5
Statement of Operations and Comprehensive Income
for the Six Months Ended August 1, 1999 and
July 26, 1998 6
Statement of Cash Flows for the Six Months Ended
August 1, 1999 and July 26, 1998 7
Notes to Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial
Conditions and Results of Operations 10
Liquidity and Capital Resources 10
Results of Operations - Three Months Ended August 1,
1999 Compared To Three Months Ended July 26, 1998 13
Results of Operations - Six Months Ended August 1,
1999 Compared To Six Months Ended July 26, 1998 15
PART II. OTHER INFORMATION 18
Item 1. Legal Proceedings 18
Item 2. Changes in Securities 18
Item 3. Defaults Upon Senior Securities 18
Item 4. Submission of Matters to a Vote of Security Holders 18
Item 5. Other Information 18
Item 6. Exhibits and Reports on Form 8-K 18
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<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
The method of financial reporting is a fifty-two - fifty-three (52-53)
week fiscal year ending on the last Sunday in January of each year. The
accompanying Balance Sheet at August 1, 1999, Statement of Operations and
Comprehensive Income for the Three and Six Months Ended August 1, 1999 and
July 26, 1998, and Statement of Cash Flows for the Six Months Ended August
1, 1999 and July 26, 1998 are unaudited but reflect all adjustments which
are, in the opinion of management, necessary to a fair statement of the
financial position and results of operations for the interim period
presented. The Balance Sheet as of January 31, 1999 is derived from the
audited financial statements, but does not include all disclosures required
by generally accepted accounting principles. As a result, these financial
statements should be read in conjunction with the Company's Form 10-KSB for
the year ended January 31, 1999.
Forward-Looking Statements
In addition to historical information, this Quarterly Report contains
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995, and are thus prospective. The forward-
looking statements contained herein are subject to certain risks and
uncertainties that could cause actual results to differ materially from
those reflected in the forward-looking statements. Factors that might
cause such a difference include, but are not limited to, competitive
pressures, changing economic conditions, those discussed in the Section
entitled "Management's Discussion and Analysis of Financial Condition and
Results of Operations," and other factors, some of which will be outside
the control of the Company. Readers are cautioned not to place undue
reliance on these forward-looking statements, which reflect management's
analysis only as of the date hereof. The Company undertakes no obligation
to publicly revise these forward-looking statements to reflect events or
circumstances that arise after the date hereof. Readers should refer to
and carefully review the information in future documents the Company files
with the Securities and Exchange Commission.
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<TABLE>
<CAPTION>
PREMIER CONCEPTS, INC.
BALANCE SHEET
AS OF AUGUST 1, 1999 AND JANUARY 31, 1999
(AUGUST 1, 1999 UNAUDITED)
August 1, January 31,
1999 1999
--------------- -----------
<S> <C> <C>
ASSETS
- ------
Current Assets:
Cash & Cash Equivalents $ 214,437 $ 221,273
Merchandise Inventories 1,843,490 1,975,595
Prepaid Expenses & Other Current Assets 164,294 97,295
------------ -------------
Total Current Assets 2,222,221 2,294,163
Property and Equipment, net 2,579,355 2,699,376
Trademarks, net 56,833 63,033
Other Assets 71,132 80,132
------------ -------------
Total Assets $ 4,929,541 $ 5,136,704
============ =============
LIABILITIES & STOCKHOLDERS' EQUITY
- ----------------------------------
Current Liabilities:
Notes Payable and Current Portion of
Long Term Debt $ 589,747 $ 683,110
Accounts Payable 928,106 965,189
Accrued Liabilities 511,395 584,461
------------ ------------
Total Current Liabilities 2,029,248 2,232,760
Long-Term Debt, Less Current Portion 13,194 49,032
Other Liabilities 227,414 201,244
------------ ------------
Total Liabilities 2,269,856 2,483,036
------------ ------------
Shareholders' Equity:
Preferred Stock, $.10 par value,
20,000,000 shares authorized;
223,385 shares issued and
outstanding at August 1, 1999,
and none issued and outstanding at
January 31, 1999 22,339 -
Common Stock, $.002 par value;
850,000,000 shares authorized;
1,069,128 shares issued and outstanding
at August 1, 1999, and 887,513 shares
issued and outstanding at
January 31, 1999 2,133 1,775
Additional Paid-in Capital 6,155,566 5,660,263
Accumulated Deficit (3,520,353) (3,008,370)
------------- ------------
Total Stockholders' Equity 2,659,685 2,653,668
------------- ------------
Total Liabilities & Equity $ 4,929,541 $ 5,136,704
============= =============
</TABLE>
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<TABLE>
<CAPTION>
PREMIER CONCEPTS, INC.
STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE PERIOD ENDED AUGUST 1, 1999 AND JULY 26, 1998
(UNAUDITED)
Three Months Three Months
Ended Ended
August 1, 1999 July 26, 1998
------------------ ----------------
<S> <C> <C>
Revenues:
Retail Sales $ 2,771,812 $ 2,935,484
Wholesale Sales 2,025 33,290
-------------- ------------
Total Revenues 2,773,837 2,968,774
Cost of Goods Sold 848,736 982,023
-------------- ------------
Gross Margin 1,925,101 1,986,751
Operating Expenses:
Personnel 932,532 998,561
Occupancy 717,380 748,860
Other Selling, General and
Administrative 414,217 502,843
Depreciation and Amortization 124,236 125,679
-------------- ------------
Total Operating Expenses 2,188,365 2,375,943
Operating Loss (263,264) (389,192)
Other Income (Expenses):
Interest, net (13,132) (13,558)
Other 3,601 7,663
-------------- -------------
Other, net (9,531) (5,895)
-------------- -------------
Net Loss and Comprehensive Loss (272,795) (395,087)
Preferred Stock Dividends - Imputed (157,560) -
-------------- -------------
Net Loss Available to Common
Shareholders $ (430,355) $(395,087)
============== =============
Net Loss Per Common Share
(Basic and Diluted) $ (0.40) $ (0.45)
============== =============
Weighted Average Shares Outstanding
(Basic and Diluted) 1,069,128 887,513
============== =============
</TABLE>
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<TABLE>
<CAPTION>
PREMIER CONCEPTS, INC.
STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE PERIOD ENDED AUGUST 1, 1999 AND JULY 26, 1998
(UNAUDITED)
Six Months Ended Six Months Ended
August 1, 1999 July 26, 1998
---------------- ----------------
<S> <C> <C>
Revenues:
Retail Sales $ 5,580,779 $ 5,848,103
Wholesale Sales 8,156 34,960
------------ ------------
Total Revenues 5,588,935 5,883,063
Cost of Goods Sold 1,713,771 1,918,993
------------ ------------
Gross Margin 3,875,164 3,964,070
Operating Expenses:
Personnel 1,864,032 2,016,165
Occupancy 1,433,704 1,473,929
Other Selling, General and
Administrative 825,499 943,925
Depreciation and Amortization 248,374 249,178
------------ -------------
Total Operating Expenses 4,371,609 4,683,197
Operating Loss (496,445) (719,127)
Other Income (Expenses):
Interest, net (23,848) (23,402)
Other 8,310 15,864
------------ -------------
Other, net (15,538) (7,538)
------------ -------------
Net Loss and Comprehensive Loss (511,983) (726,665)
Preferred Stock Dividends - Imputed (157,560) -
------------ -------------
Net Loss Available to Common Shareholders $ (669,543) $ (726,665)
============ =============
Net Loss Per Common Share
(Basic and Diluted) $ (0.69) $ (0.82)
============ =============
Weighted Average Shares Outstanding
(Basic and Diluted) 967,700 887,513
============ ==============
</TABLE>
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<CAPTION>
PREMIER CONCEPTS, INC.
STATEMENT OF CASH FLOWS
FOR THE PERIODS ENDED AUGUST 1, 1999 AND JULY 26, 1998
(UNAUDITED)
Six Months Six Months
Ended Ended
August 1, 1999 July 26, 1998
---------------- --------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net Loss $ (511,983) $ (726,665)
Adjustments to reconcile net loss to
net cash from operating activities:
Amortization of warrants issued
for services 8,100 -
Depreciation and amortization 248,374 249,179
Changes in operating assets and
liabilities:
(Increase) decrease in:
Merchandise inventories 132,105 266,028
Other assets (39,100) 56,705
Increase (decrease) in:
Accounts payable and accrued
liabilities (110,149) 239,001
Other liabilities 26,170 36,170
------------ ------------
Net cash provided (used) by
operating activities (246,483) 120,418
Cash Flows From Investing Activities:
Capital expenditures for property
and equipment (117,153) (626,419)
Cash Flows From Financing Activities:
Proceeds from issuance of common stock 220,769 -
Proceeds from issuance of preferred
stock 279,231 -
Deferred offering costs (14,000) -
Proceeds from issuance of note payable 12,000 560,000
Payments on notes payable (141,200) (648,195)
----------- ------------
Net cash provided (used) by
financing activities 356,800 (88,195)
----------- ------------
Decrease in Cash & Cash Equivalents (6,836) (594,196)
Cash & Cash Equivalents, beginning of
period 221,273 806,049
------------ ------------
Cash & Cash Equivalents, end of period $ 214,437 $ 211,853
============ ============
Supplemental Schedule of Cash Flow
Information:
Cash paid for interest $ 25,002 $ 39,150
============ ============
</TABLE>
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<PAGE>
PREMIER CONCEPTS, INC.
NOTES TO FINANCIAL STATEMENTS
August 1, 1999
Commitments and Contingencies
-----------------------------
Litigation: The Company has been named as a defendant in a civil action
filed in the Supreme Court of the State of New York, County of Onondaga on
May 21, 1999. The lawsuit was brought by EkleCo, as plaintiff, against the
Company, and asserts claims against the Company for rent and other sums due
under the Company's commercial lease for its retail store located in the
Palisades Center in West Nyack, New York. The Company denies liability and
has asserted substantial counter claims against the landlord based upon
breach of contract, false representation and fraud in the inducement in the
Company's entering into the lease. The Company has retained local legal
counsel and intends to vigorously defend the action and prosecute its
counterclaims. Based upon its assessment of the facts and consultations
with legal counsel, management of the Company believes that the likelihood
of a material adverse outcome in the matter is remote.
The Company is also subject to legal proceedings, claims and
liabilities, which arise in the ordinary course of its business. In the
opinion of management, the disposition of these actions will not have a
material adverse effect upon the Company's financial position or results of
operations. (See PART II. OTHER INFORMATION--Item 1. Legal Proceedings.)
Seasonality and Quarterly Fluctuations
- --------------------------------------
The Company's faux jewelry chain, operating under the trade names
Impostors and Elegant Pretenders, has historically realized lower sales
during the first three quarters which has resulted in the Company incurring
losses during those quarters. To this end, the Company generated an
operating loss during the six months ended August 1, 1999, of $496,445, as
compared to an operating loss of $719,127 for the six months ended July 26,
1998.
The Company's business is highly seasonal with its mall locations
generating approximately 20% of revenues during the December holiday
season. The Company's 12 tourist locations experience fluctuations, based
upon such factors as seasonality, economic conditions and other factors
affecting tourism in their particular locations.
Common Shares
-------------
In January 1999, the Company's stockholders approved a 1 for 2 reverse
stock split at a future date at the discretion of the Company. In April
1999, the Company's Board of Directors approved the reverse split
immediately. Accordingly, all common stock reflected in the accompanying
financial statements and in Management's discussion and analysis reflect
this reverse split for all periods presented.
Preferred Stock and Additional Warrant
--------------------------------------
On June 30, 1999, the Company sold 223,385 shares of its $.10 par value
Preferred Stock in a private placement to Infusion Capital Partners, LLC
(Investor), for $279,231, or $1.25 per share. The Preferred Stock has been
designated as Series A Convertible Preferred Stock ("Series A Preferred
Stock"), having a stated value of $1.25 per share. The Series A Preferred
Stock is convertible by the holder at any time into shares of the Company's
$.002 par value Common Stock at a conversion price equal to the Series A
Preferred Stock stated value. It may also be converted at the Company's
option if the shares of the common stock underlying the conversion are
subject to an effective registration statement and have traded for a period
of twenty (20) consecutive trading days at a price in excess of 150% of the
conversion price.
The holders of the Series A Preferred Stock are entitled to receive
dividends at the annual rate of 10% per year based on the preferred stock's
stated value. The dividend is payable only upon conversion of the Series A
Preferred Stock (dividend payment date). The dividend is payable only by
the issuance of shares of the Company's $.002 par value Common Stock valued
at fair market value on the dividend payment date, and is calculated as the
average closing bid price of the Company's common stock for the fifteen
(15) trading days immediately preceding the dividend payment date.
In the event of any liquidation of the Company, the holders of the
Series A Preferred Stock would be entitled to be paid out of the assets
available for distribution to shareholders prior to any distribution to
holders of the Company's $.002 par value Common Stock, at an amount equal
to the stated value of the Preferred Stock. In addition to these
preferential liquidation rights, the holders of the Series A Preferred
Stock are entitled to vote with the holders of shares of the Company's
$.002 par value Common Stock on all matters presented for a vote to the
shareholders of the Company. Each share of Series A Preferred Stock will
be entitled to one vote.
In addition to the Series A Preferred Stock, the Investor also received
a warrant to purchase eighty thousand (80,000) shares of the Company's
$.002 par value Common Stock at an exercise price of $4.10 per share of
common stock. The warrant has a term of three years and expires on June
30, 2002. For purposes of financial reporting, the imputed value of this
warrant has been recorded as a dividend during the quarter ended August 1,
1999.
Preferred Stock Dividends - Imputed
-----------------------------------
As noted above, the Series A Preferred Stock is convertible to shares
of the Company's $.002 Common Stock at $1.25 per share ("conversion
price"). On June 30, 1999 the date of issuance of the Series A Preferred
Stock, the underlying shares of common stock had a market value of $1.625
per share. The amount of $83,769 representing the difference between the
conversion price and the market value on the issuance date has been
recorded as an imputed dividend on June 30, 1999. On August 1, 1999 the
market value of the underlying shares of common stock had a market value of
$1.25 per share.
In addition, the imputed value of the warrant to purchase eighty
thousand (80,000) shares of the Company's $.002 par value Common Stock as
discussed above, was recorded as a dividend on June 30, 1999. The imputed
value of the warrant was estimated to be $73,791on June 30, 1999.
<PAGE>
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction
with the Financial Statements and Notes thereto appearing elsewhere in this
report.
Retail Fiscal Year
The method of financial reporting is a fifty-two to fifty-three (52-53)
week fiscal year ending on the last Sunday in January of each year.
Likewise, reporting quarters end on the Sunday closest to the calendar end
of April, July and October. Each reporting quarter contains 13 weeks of
operations.
Liquidity and Capital Resources - August 1, 1999 Compared to January 31,
1999
At August 1, 1999 the cash balance of $214,437 was approximately 3%
less than the cash balance of $221,273 at January 31, 1999.
On March 11, 1999 approximately $221,000 of equity capital was received
from the sale of 176,615 shares of common stock. On June 30, 1999
approximately $279,000 was received from the sale of 223,385 shares of $.10
par value preferred stock. The preferred stock is convertible to shares of
common stock at a conversion price of $1.25 per share. (See detail
discussion above in the Notes to Financial Statements.) These funds are
being used for the development of our e-commerce business, and for the
reduction of the principal balance of the Bank Note as discussed below, as
well as possible future retail expansion and for general working capital.
On April 1, 1999 a principal reduction of $112,000 was made on the note
payable (Bank Note) with a Colorado Financial institution. Upon maturity
on May 28, 1999, the Bank Note was renewed. The renewed note bears
interest at the Bank's prime lending rate plus 1.5%, and requires monthly
payments of $1,000 plus accrued interest, beginning in June, 1999 and
continuing until the maturity date of June 20, 2000. A one time principal
payment of $37,000 is due on December 20, 1999. All fees and financial
covenants have been waived until maturity on June 20, 2000. The Bank Note
principal balance of $446,000 is classified as short-term debt at August 1,
1999.
On January 31, 1999, $122,000 of accounts payable relating to the
spring 1998 construction of the store at Palisades Center in West Nyack,
New York was converted to a long-term note. The note requires monthly
installments of $5,000 including principal and interest at 10%, with a
single payment of $35,000 due January 1, 2000. Of the total principal
balance of $101,749 at August 1, 1999, approximately $13,100 is classified
as long-term debt.
During the six months ended August 1, 1999, merchandise inventories
decreased $132,105, or approximately 7% from $1,975,595 at January 31, 1999
to $1,843,490 at August 1, 1999. Merchandise inventory levels are expected
to rise during the third and fourth quarters in preparation of the 1999
holiday shopping season.
Prepaid expenses and other current assets increased $66,999 from
$97,295 at January 31, 1999 to $164,294 at August 1, 1999. The increase is
primarily the result of costs accrued and paid with respect to a Management
Services Agreement associated with the equity funding noted above. The
agreement provides for certain consulting services including arrangement of
the first and second equity fundings as discussed above, and to provide
strategic, operational and investment banking advice. The total cash
amount of the consulting agreement is $50,000, and an additional $27,000
has been capitalized as the imputed value of the warrant to purchase 25,000
shares of common stock at $1.25 per share as discussed above in the Notes
to Financial Statements. The costs of the agreement are being amortized
over one year, and at August 1, 1999, had an amortized book value of
approximately $51,000.
As a result of the foregoing, current assets decreased by $71,942, from
$2,294,163 at January 31, 1999, to $2,222,221 at August 1, 1999.
In July 1999, $80,250 was invested to design and construct a new e-
commerce website that is expected to be launched in November 1999. Also,
during the six months ended August 1, 1999 approximately $23,000 was
invested in computer equipment and fixture improvements at the Company's
corporate offices in Aurora, Colorado. Other asset additions include
$5,700 invested to develop additional design concepts for future retail
expansion, and approximately $8,600 in minor improvements in existing
retail locations. The total investments made during the six months ended
August 1, 1999 of approximately $117,000 compares to the $626,419 invested
in property and equipment for the six months ended July 26, 1998. These
investments consisted of leasehold improvements in connection with the
remodeling of the stores in Palm Desert, California, and in Menlo Park, New
Jersey, as well as four new locations at the Riverwalk in New Orleans,
Louisiana, Franklin Mills in Philadelphia, Pennsylvania, Palisades Center
in West Nyack, New York, and the Fashion Outlet in Primm, Nevada.
Based on the foregoing, property and equipment, net of accumulated
depreciation, decreased approximately $120,000, from $2,699,376 at January
31, 1999, to $2,579,355 at August 1, 1999.
The Company's trademark assets, representing the goodwill of the
Impostors trademark and other intellectual property, was acquired as part
of the Company's acquisition of Impostors in 1994. This asset is being
amortized over a 10-year period, and had an amortized book value of $56,833
at August 1, 1999.
As of August 1, 1999, the Company had total outstanding liabilities of
$2,269,856 compared to $2,483,036 at January 31, 1999, a decrease of
$213,180. Current liabilities decreased $203,512, from $2,232,760 at
January 31, 1999 to $2,029,248 at August 1, 1999, primarily reflecting the
$112,000 principal reduction of the Bank Note as discussed above.
In addition to the Bank Note and the store construction note payable,
both as discussed above, the current portion of long-term debt includes
notes that were part of the Impostors retail chain acquisition in February
1994. The total debt related to these notes was reduced by $6,950 as the
result of normal scheduled payments from $50,142 at January 31, 1999, to
$43,192 at August 1, 1999.
Accounts payable decreased by $37,083 from $965,189 at January 31, 1999
to $928,106 at August 1, 1999. Other accrued liabilities decreased by
$73,066 from $584,461 at January 31, 1999 to $511,395 at August 1, 1999.
Accounts payable and accrued liabilities represent expenses incurred in the
ordinary course of business in connection with the operation of the
Impostors retail chain.
Working capital increased by $131,570, from $61,403 at January 31,
1999, to $192,973 at August 1, 1999, primarily as the result of the equity
funding as discussed above, the decrease in merchandise inventories of
approximately $132,100, and the decrease in accounts payable and accrued
liabilities of approximately $110,100.
Other liabilities increased $26,170 from $201,244 at January 31, 1999,
to $227,414 at August 1, 1999, resulting from the recognition of rental
expense on a straight line basis on leases that contain predetermined fixed
escalations of the minimum rents during the initial term of the lease.
The increase in preferred stock of $22,339, the increase in common
stock of $358 from $1,775 at January 31, 1999 to $2,133 at August 1, 1999,
and the increase in additional paid-in capital of $495,303 from $5,660,263
to $6,155,566 at January 31, 1999 and August 1, 1999, respectively,
reflects the proceeds received from the March and June, 1999 equity
fundings as discussed above, net of $14,000 of direct costs of the
offerings.
As a result of the net loss for the six months ended August 1, 1999 of
$511,983, the accumulated deficit increased from $3,008,370 at January 31,
1999 to a deficit of $3,520,353 at August 1, 1999. As a result of the loss
and considering the equity funding as discussed above, total stockholders'
equity increased $6,017 from $2,653,668 at January 31, 1999, to $2,659,685
at August 1, 1999.
Net cash used by operating activities for the six months ended August
1, 1999 was $246,483, compared with cash provided by operating activities
of $120,418 for the six months ended July 26, 1998. This change of
approximately $366,000 primarily reflects the effect of the reduction of
accounts payable and accrued liabilities of approximately $110,000 for the
six months ended August 1, 1999, as compared to the increase in accounts
payable and accrued liabilities of approximately $239,000 for the six
months ended July 26, 1998.
Cash used in investing activities of $117,153, primarily represents the
investment in the new e-commerce website and improvements in computer
equipment at the corporate offices in Aurora, Colorado as discussed above.
This compares with net cash used by investing activities of $626,419 during
the six months ended July 26, 1998 which primarily represents investments
in new retail stores and remodeling efforts as discussed above.
Net cash provided by financing activities for the six months ended
August 1, 1999, was $356,800, and represents the net proceeds of the equity
funding, and payments on notes payable, both as discussed above. This
compares to net cash used by financing activities of $88,195 for the six
months ended July 26, 1998, representing payments on notes payable.
The foregoing resulted in a slight decrease in the cash position of $6,836,
from $221,273 at January 31, 1999 to $214,437 at August 1, 1999.
On August 20, 1999 a lease was executed to open a retail store in the
new Aladdin hotel and casino in Las Vegas, Nevada, and is expected to open
in the spring of 2000. No additional leases to open retail locations have
been executed. However, possible new locations are currently being
evaluated. Depending on location and size, the opening of a new retail
location represents an aggregate capital requirement of approximately
$75,000-$200,000, including the lease build-outs, fixtures, equipment and
inventory. As discussed above, the funds received in the March and June
1999, equity financing, provided new capital to meet current obligations,
and provided capital to further the Company's business plan. Additional
sources of capital are currently being evaluated to meet plans for future
capital investment and working capital needs. However there can be no
assurance that such financing will be secured.
Results of Operations - Three Months Ended August 1, 1999 Compared to Three
Months Ended July 26, 1998
Set forth below is selected summary financial data derived from the
financial statements and financial records.
<PAGE>
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<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
August 1, 1999 July 26, 1998
--------------- --------------
<S> <C> <C>
Statements of Operations Data:
Total Revenues $2,773,837 $2,968,774
Operating income (loss) (263,264) (389,192)
Net income (loss) (272,795) (395,087)
Net income (loss) available to common
shareholders (430,355) (395,087)
Net income (loss) per common share (.40) (.45)
Weighted average shares outstanding 1,069,128 887,513
Statistical Data:
Store revenues $2,768,265 $2,930,118
Store gross margin 1,925,968 1,982,071
Store operating expenses 1,765,947 1,966,420
Store operating profit 160,023 15,651
Corporate overhead operating expenses 421,644 405,093
Gross margin percentage 69.4% 66.9%
Comparable same store sales (34 stores) 2,659,737 2,705,125
Comparable same store sales growth -1.7% N/A
</TABLE>
Total revenues for the three months ended August 1, 1999 were
$2,773,837 (36 stores), as compared to $2,968,774 (39 stores), for the
comparable period ended July 26, 1998, a decrease of $194,937, or 6.6%.
Comparable same store sales were $2,659,737 for the three months ended
August 1, 1999 as compared to $2,705,125 for the comparable period ended
July 26, 1998, a decrease of approximately $45,388, or 1.7%. The majority
of the decrease was attributable to less promotional activity during the
quarter ending August 1, 1999.
Sales from wholesale and non-store retail operations, including direct
catalog and Internet sales of $2,025 and $33,290 are included in total
revenues for the three months ended August 1, 1999 and July 26, 1998,
respectively.
For the three months ended August 1, 1999, cost of goods sold was
$848,736 and the gross margin was $1,925,101, or 69.4%. For the three
months ended July 26, 1998, cost of goods sold was $982,023 and the gross
margin was $1,986,751, or 66.9%. The 2.5% improvement in gross margin is
attributed to a more focused merchandise mix, and less promotional activity
during the three months ended August 1, 1999 as compared to the same period
during 1998.
Total operating expenses were $2,188,365 for the three months ended
August 1, 1999, compared to $2,375,943 for the period ended July 26, 1998,
or 78.9% and 80.0% of revenues, respectively, representing a decrease of
approximately $187,600 for the comparable period. The majority of these
expenses were comprised of personnel expenses, which amounted to $932,532
and $998,561 for the three months ended August 1, 1999, and July 26, 1998,
respectively, a decrease of approximately $66,000. Occupancy costs of
$717,380, and $748,860, and general administrative costs of $414,217 and
$502,843 are included in total operating expenses for the three months
ended August 1, 1999 and July 26, 1998, respectively.
Included in operating expenses are corporate overhead expenses of
$421,644, or 15.2% of total revenues, for the three months ended August 1,
1999, as compared to $405,093, or 13.6% of total revenues, for the three
months ended July 26, 1998, representing an increase of approximately
$16,500 for the comparable period. The increase is attributable to the
addition of a Chief Operating Officer in November 1998. It is expected
that corporate overhead will decrease as a percentage of sales as new
retail stores and additional distribution is added. Efforts to continue to
improve and utilize technological resources and control administrative
costs are ongoing.
Also included in total operating expenses are depreciation and
amortization expenses that were $124,236 and $125,679 for the three months
ended August 1, 1999 and July 26, 1998, respectively.
As a result of the foregoing, the loss from operations for the three
months ended August 1, 1999 was $263,264, as compared with a loss from
operations for the three months ended July 26, 1998 of $389,192, an
improvement of approximately $126,000.
Interest expense was $15,417 and $17,509 for the three months ended
August 1, 1999, and July 26, 1998, respectively, and is comprised primarily
of interest charged on the Bank Note discussed above. Interest income was
$2,285 and $3,951 for the three months ended August 1, 1999, and July 26,
1998, respectively, and results from the daily investing of available cash
balances.
Other income was $3,601 and $7,663 for the three months ended August 1,
1999, and July 26, 1998, respectively, and consists almost entirely of
license fees associated with extension agreements that will allow certain
former franchisees to use the Impostors trademark. The license agreements
have a one-year term expiring in January 2000, and are renewable at our
option.
Based on the foregoing, the net loss for the three months ended August
1, 1999 was $272,795, which translates to a net loss per share of $(0.26)
before taking into effect the approximately $157,560 of imputed preferred
stock dividends as discussed above, based on 1,069,128 weighted average
shares outstanding, or $(0.40) after consideration of the imputed preferred
stock dividends. This compares with a net loss for the three months ended
July 26, 1998 of $395,087, or $(0.45) per share, based on 887,513 weighted
average shares outstanding as of that date.
Results of Operations - Six Months Ended August 1, 1999 Compared to Six
Months Ended July 26, 1998
Set forth below is selected summary financial data derived from the
financial statements and financial records.
<TABLE>
<CAPTION>
Six Months Six Months
Ended Ended
August 1, 1999 July 26, 1998
--------------- --------------
<S> <C> <C>
Statements of Operations Data:
Total Revenues $5,588,935 $5,883,063
Operating income (loss) (496,445) (719,127)
Net income (loss) (511,983) (726,665)
Net income (loss) available to common
shareholders (669,543) (726,665)
Net income (loss) per common share (.69) (.82)
Weighted average shares outstanding 967,700 887,513
Statistical Data:
Store revenues $5,572,262 $5,842,737
Store gross margin 3,874,322 3,962,927
Store operating expenses 3,527,207 3,871,591
Store operating profit 347,115 91,336
Corporate overhead operating expenses 843,088 796,611
Gross margin percentage 69.3% 67.4%
Comparable same store sales (31 stores) 5,036,520 5,177,876
Comparable same store sales growth -2.7% N/A
</TABLE>
Total revenues for the six months ended August 1, 1999 were $5,588,935
(36 stores), as compared to $5,883,063 (40 stores) for the comparable
period ended July 26, 1998, a decrease of $294,128, or 5.0%. Comparable
same store sales were $5,036,520 for the six months ended August 1, 1999 as
compared to $5,177,876 for the comparable period ended July 26, 1998, a
decrease of approximately $141,356, or 2.7%. The majority of the decrease
was attributable to less promotional activity during the six months ending
August 1, 1999.
Sales from wholesale and non-store retail operations, including direct
catalog and Internet sales of $8,156 and $34,960 are included in total
revenues for the six months ended August 1, 1999 and July 26, 1998,
respectively.
For the six months ended August 1, 1999, cost of goods sold was
$1,713,771 and the gross margin was $3,875,164, or 69.3%. For the six
months ended July 26, 1998, cost of goods sold was $1,918,993 and the gross
margin was $3,964,070, or 67.4%. The 1.9% improvement in gross margin is
attributed to a more focused merchandise mix, and less promotional activity
during the six months ended August 1, 1999 as compared to the same period
during 1998.
Total operating expenses were $4,371,609 for the six months ended
August 1, 1999, compared to $4,683,197 for the period ended July 26, 1998,
or 78.2% and 79.6% of revenues, respectively, representing a decrease of
approximately $311,600 for the comparable period. The majority of these
expenses were comprised of personnel expenses, which amounted to $1,864,032
and $2,016,165 for the six months ended August 1, 1999, and July 26, 1998,
respectively, a decrease of approximately $152,100. Occupancy costs of
$1,433,704, and $1,473,929, and general administrative costs of $825,499
and $943,925 are included in total operating expenses for the six months
ended August 1, 1999 and July 26, 1998, respectively.
Included in operating expenses are corporate overhead expenses of
$843,088, or 15.1% of total revenues, for the six months ended August 1,
1999, as compared to $796,611, or 13.5% of total revenues, for the six
months ended July 26, 1998, representing an increase of approximately
$46,500 for the comparable period. The increase is primarily attributable
to the addition of a Chief Operating Officer in November 1998. It is
expected that corporate overhead will decrease as a percentage of sales as
new retail stores and additional distribution is added. Efforts to continue
to improve and utilize technological resources and control administrative
costs are ongoing.
Also included in total operating expenses are depreciation and
amortization expenses that were $248,374 and $249,178 for the six months
ended August 1, 1999 and July 26, 1998, respectively.
As a result of the foregoing, the loss from operations for the six
months ended August 1, 1999 was $496,445, as compared with a loss from
operations for the six months ended July 26, 1998 of $719,127, an
improvement of approximately $223,000.
Interest expense was $29,497 and $34,218 for the six months ended
August 1, 1999, and July 26, 1998, respectively, and is comprised primarily
of interest charged on the Bank Note discussed above. Interest income was
$5,649 and $10,816 for the six months ended August 1, 1999, and July 26,
1998, respectively, and results from the daily investing of available cash
balances.
Other income was $8,310 and $15,864 for the six months ended August 1,
1999, and July 26, 1998, respectively, and consists almost entirely of
license fees associated with extension agreements that will allow certain
former franchisees to use the Impostors trademark. The license agreements
have a one-year term expiring in January 2000, and are renewable at our
option.
Based on the foregoing, the net loss for the six months ended August 1,
1999 was $511,983, which translates to a net loss per share of $(0.53)
before taking into effect the approximately $157,560 of imputed preferred
stock dividends as discussed above, based on 967,700 weighted average
shares outstanding, or $(0.69) after consideration of the imputed preferred
stock dividends. This compares with a net loss for the six months ended
July 26, 1998 of $726,665, or $(0.82) per share, based on 887,513 weighted
average shares outstanding as of that date.
Year 2000
The Year 2000 Issue is the result of computer programs being written
using two digits rather than four to define the applicable year. Any of
the Company's computer programs that have date sensitive software may
recognize a date using "00" as the year 1900 rather than the year 2000.
This could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a temporary
inability to process transactions, send invoices, or engage in similar
normal business activities. The Company is working to resolve the
potential impact of the year 2000 by upgrading certain aspects of its
computer hardware and software systems, and presently believes that these
efforts will mitigate the year 2000 issue. A timeline has been established
to complete the project prior to any potential impact and completion of the
project is expected to occur timely. However, if such upgrades and
conversions are not made, or are not completed or available timely, the
Year 2000 Issue could have a material impact on the operations of the
Company. The Company has also initiated formal communications with its
significant suppliers and large customers to determine the extent to which
the Company is vulnerable to those third parties' failure to remedy their
own Year 2000 Issue. Expenditures in fiscal 1999 for the year 2000 project
were nominal and management expects that completion of the project may
result in additional expenditures which should not be material. In view of
the foregoing, there is reasonable assurance that the Year 2000 Issue will
not have a material adverse effect upon the Company. However, there can be
no guarantee that the systems of other companies on which the Company's
business relies will be timely converted, or that failure to convert by
another company, or a conversion that is incompatible with the Company's
systems, would not have a material adverse effect on the Company.
Other than the foregoing, no trends, or other demands, commitments,
events or uncertainties are known that will result in, or that are
reasonably likely to result in, a material impact on the income and
expenses of the Company.
<PAGE>
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company has been named as a defendant in a civil action filed in
the Supreme Court of the State of New York, County of Onondaga on May 21,
1999. The lawsuit was brought by EkleCo, as plaintiff, against the
Company, and asserts claims against the Company for rent and other sums due
under the Company's commercial lease for its retail store located in the
Palisades Center in West Nyack, New York. The Company denies liability and
has asserted substantial counter claims against the landlord based upon
breach of contract, false representation and fraud in the inducement in the
Company's entering into the lease. The Company has retained local legal
counsel and intends to vigorously defend the action and prosecute its
counterclaims. Based upon its assessment of the facts and consultations
with legal counsel, management of the Company believes that the likelihood
of a material adverse outcome in the matter is remote.
Item 2. Changes in Securities
None
Item 3. Default Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the
quarter ended August 1, 1999.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
Exhibits:
Exhibit 27 - Financial Data Schedule
Reports on Form 8-K:
None
<PAGE>
<PAGE>
SIGNATURE
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 hereunto duly authorized.
PREMIER CONCEPTS, INC.
Dated: September 15, 1999 By:/s/ Sissel Greenberg
------------------ ----------------------------
Sissel Greenberg, President
Dated: September 15, 1999 By:/s/ Todd Huss
------------------ ----------------------------
Todd Huss, Chief Financial
Advisor, Principal Accounting
Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF OPERATIONS FOUND ON
PAGES 4, 6, 8 AND 10 OF THE COMPANY'S FORM 10-QSB FOR THE SIX MONTHS ENDED
AUGUST 1, 1999, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-31-1999
<PERIOD-END> AUG-01-1999
<CASH> 214,437
<SECURITIES> 0
<RECEIVABLES> 64,684
<ALLOWANCES> (35,698)
<INVENTORY> 1,843,490
<CURRENT-ASSETS> 2,222,221
<PP&E> 4,297,153
<DEPRECIATION> (1,717,798)
<TOTAL-ASSETS> 4,929,541
<CURRENT-LIABILITIES> 2,029,248
<BONDS> 0
0
22,339
<COMMON> 2,133
<OTHER-SE> 2,635,213
<TOTAL-LIABILITY-AND-EQUITY> 4,929,541
<SALES> 2,773,887
<TOTAL-REVENUES> 2,773,887
<CGS> 848,736
<TOTAL-COSTS> 2,188,365
<OTHER-EXPENSES> (4,709)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 15,417
<INCOME-PRETAX> (272,795)
<INCOME-TAX> 0
<INCOME-CONTINUING> (272,795)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (272,795)
<EPS-BASIC> (0.40)
<EPS-DILUTED> (0.40)
</TABLE>
