<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JULY 29, 2000
COMMISSION FILE NUMBER 0-19714
E COM VENTURES, INC.
STATE OF FLORIDA I.R.S. NO. 65-0977964
11701 N.W. 101st ROAD
MIAMI, FLORIDA 33178
TELEPHONE NUMBER: (305) 889-1600
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 TWELVE (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 NINETY (90) DAYS.
YES [X] NO [ ]
COMMON STOCK $.01 PAR VALUE
OUTSTANDING SHARES AT
AUGUST 25, 2000, 9,937,276
<PAGE> 2
TABLE OF CONTENTS
E COM VENTURES, INC.
PART I
FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS...............................................3
Consolidated Balance Sheets...............................3
Consolidated Statements of Operations.....................4
Consolidated Statements of Cash Flow......................5
Notes to Consolidated Financial Statements................6
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED
FINANCIAL CONDITION AND RESULTS OF OPERATION......................12
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISKS......................................................18
PART II
OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS.................................................18
ITEM 2 CHANGES IN SECURITIES AND USE OF PROCEEDS.........................18
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K..................................18
SIGNATURES...................................................................19
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
E COM VENTURES, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
July 29, 2000 January 29, 2000
------------- ----------------
(unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents ................................... $ 2,397,650 $ 1,995,610
Trade receivables, less allowance for doubtful accounts of
$39,802 and $60,000 as of July 29, 2000 and January 29,
2000, respectively ....................................... 2,850,910 1,150,035
Advances to suppliers ....................................... 9,996,565 4,826,179
Inventories, net of reserve of $1,842,897 and $2,369,953 as
of July 29, 2000 and January 29, 2000, respectively ...... 68,274,916 68,727,528
Note and interest receivable, related party ................. -- 779,594
Prepaid expenses and other current assets ................... 2,305,925 951,544
------------- -------------
Total current assets .................................... 85,825,966 78,430,490
Property and equipment, net .................................... 22,856,276 22,671,385
Investments in and advances to partially-owned equity
affiliates ................................................. 15,152,946 2,845,972
Goodwill and other intangible assets ........................... 2,762,823 --
Other assets ................................................... 2,190,641 1,708,551
------------- -------------
Total assets ............................................ $ 128,788,652 $ 105,656,398
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank line of credit and current portion of notes payable .... $ 40,389,028 $ 32,741,575
Accounts payable - non affiliates ........................... 12,905,118 15,666,781
Accounts payable - affiliates ............................... 10,142,054 9,350,315
Accrued expenses and other liabilities ...................... 7,675,830 7,870,634
Income taxes payable ........................................ 223,098 223,098
Subordinated note payable - affiliate ....................... 4,500,000 3,500,000
Current portion of obligations under capital leases ......... 301,239 391,220
------------- -------------
Total current liabilities ............................... 76,136,367 69,743,623
Long term debt, less current portion ........................... 923,082 888,765
Long-term portion of obligations under capital leases .......... 469,187 634,571
Convertible notes payable ...................................... 9,881,214 3,700,000
------------- -------------
Total liabilities ....................................... 87,409,850 74,966,959
------------- -------------
Commitments and contingencies .................................. -- --
Stockholders' equity:
Preferred stock, $.01 par value, 1,000,000 shares authorized,
none issued ............................................... -- --
Common stock, $.01 par value, 25,000,000 shares authorized,
10,761,305 and 9,282,386 shares issued, respectively ...... 107,613 92,825
Additional paid-in capital ..................................... 71,056,963 65,440,135
Treasury stock, at cost, 1,442,228 and 815,646 shares as of
July 29, 2000 and January 29, 2000, respectively ............ (5,424,184) (3,419,957)
Accumulated deficit ............................................ (31,252,827) (29,890,915)
Net unrealized gain on investments ............................. 10,424,896 --
Notes and interest receivable from shareholder and officers .... (3,533,659) (1,532,649)
------------- -------------
Total stockholders' equity .............................. 41,378,802 30,689,439
------------- -------------
Total liabilities and stockholders' equity .............. $ 128,788,652 $ 105,656,398
============= =============
</TABLE>
See accompanying notes to consolidated financial statements.
3
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E COM VENTURES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Thirteen Thirteen Twenty-six Twenty-six
Weeks Ended Weeks Ended Weeks Ended Weeks Ended
July 29, 2000 July 31, 1999 July 29, 2000 July 31, 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net sales $ 48,637,574 $ 45,952,514 $ 88,252,318 $ 85,353,478
Cost of goods sold 29,253,558 26,798,751 52,445,611 50,946,546
------------ ------------ ------------ ------------
Gross profit 19,384,016 19,153,763 35,806,707 34,406,932
------------ ------------ ------------ ------------
Operating expenses:
Selling, general and administrative 20,286,491 16,296,549 37,919,192 32,927,454
Depreciation and amortization 1,464,509 1,149,275 2,681,313 2,314,427
------------ ------------ ------------ ------------
Total operating expenses 21,751,000 17,445,824 40,600,505 35,241,881
------------ ------------ ------------ ------------
Income (loss) from operations
before other income (expense) (2,366,984) 1,707,939 (4,793,798) (834,949)
Interest expense, net (1,555,620) (2,255,240) (5,557,719) (3,782,635)
Equity in loss of partially-owned affiliate (148,782) -- (1,388,248) --
Gain on sale of affiliate common stock 9,998,454 -- 9,998,454 --
Other income (expense) (666,041) 236,161 379,399 214,578
------------ ------------ ------------ ------------
Income (loss) before income taxes 5,261,027 (311,140) (1,361,912) (4,403,006)
Benefit for income taxes -- -- -- --
------------ ------------ ------------ ------------
Net income (loss) $ 5,261,027 $ (311,140) $ (1,361,912) $ (4,403,006)
------------ ------------ ------------ ------------
Net income (loss) per common share:
Basic $ 0.57 $ (0.04) $ (0.15) $ (0.58)
------------ ------------ ------------ ------------
Diluted $ 0.41 $ (0.04) $ (0.15) $ (0.58)
------------ ------------ ------------ ------------
Weighted average number of common
shares outstanding:
Basic 9,222,481 7,629,043 8,848,212 7,614,410
Diluted 12,850,252 7,629,043 8,848,212 7,614,410
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
E COM VENTURES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Twenty-six Twenty-six
Weeks Ended Weeks Ended
July 29, 2000 July 31, 1999
------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (1,361,912) $ (4,403,006)
Adjustments to reconcile net loss to net cash
used in operating activities:
Provision for doubtful accounts 36,682 30,000
Recovery of previously written off asset (1,006,333) --
Gain on sale of affiliate stock (9,998,454) --
Provision for impairment of assets and store closing 118,572 --
Depreciation and amortization 2,681,313 2,314,427
Equity in loss of partially-owned affiliate 1,388,248 --
Beneficial conversion feature of convertible
notes payable 2,636,764 1,365,384
Change in operating assets and liabilities:
Trade receivables (1,657,212) (1,987,835)
Advance to suppliers (5,170,386) (251,031)
Inventories 2,301,043 (9,094,210)
Prepaid and other current assets (1,354,381) (579,269)
Other assets (482,093) (275,080)
Accounts payable 1,030,076 8,036,813
Other current liabilities (170,290) (1,023,383)
Income taxes payable -- (116,835)
------------ ------------
Net cash used in operating activities (11,008,363) (5,984,025)
------------ ------------
Cash flows from investing activities:
Additions to property and equipment (2,531,755) (1,812,939)
Investments in and advances to partially-owned
Affiliates (3,302,411) --
------------ ------------
Net cash used in investing activities (5,834,166) (1,812,939)
------------ ------------
Cash flows from financing activities:
Borrowings and repayments under bank line of credit 7,074,025 3,532,679
Repayment under subordinated notes payable (2,000,000) --
Principal payments under capital lease obligations (255,365) (267,541)
Net advances to shareholder and officers (1,221,416) (21,720)
Issuance of convertible notes payable 9,000,000 4,000,000
Proceeds from sale of affiliate common stock 6,500,000 --
Exercise of stock options 151,552 152,825
Purchase of treasury stock (2,004,227) --
------------ ------------
Net cash provided by financing activities 17,244,569 7,396,243
------------ ------------
Increase (decrease) in cash and cash equivalents 402,040 (400,721)
Cash and cash equivalents at beginning of period 1,995,610 1,745,603
------------ ------------
Cash and cash equivalents at end of period $ 2,397,650 $ 1,344,882
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
E COM VENTURES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - OPERATIONS AND BASIS OF PRESENTATION
We were incorporated in Florida and previously operated under the name
Perfumania, Inc. In order to provide greater flexibility for expansion, broaden
the alternatives available for future financing and generally provide for
greater administrative and operational flexibility, on February 1, 2000, we
reorganized into a holding company structure with E Com Ventures, Inc. ("ECOMV"
or "Company") as the holding company and Perfumania, Inc. ("Perfumania") as our
wholly owned subsidiary.
Our objective is to facilitate cross marketing and cross-promotional
opportunities between our company, e-commerce investments and Perfumania. Our
Internet strategy includes taking strategic positions in Internet related
companies that have synergies with our other businesses. Our strategy envisions
and promotes opportunities for synergistic business relationships among
companies with which we are affiliated.
We entered into three letters of intent during the current reporting periods
subject to due diligence. Based on the developments in the Internet economy,
among other reasons, the proposed transactions were not completed and have been
terminated.
Through Perfumania we are a leading specialty retailer and wholesale
distributor of a wide range of brand name and designer fragrances. As of July
29, 2000 and July 31, 1999, we operated a chain of 262 and 281, respectively,
retail stores specializing in the sale of fragrances at discounted prices up to
60% below the manufacturer's suggested retail prices. Perfumania's wholesale
division distributes approximately 1,100 stock keeping units of fragrances and
related products to approximately 41 customers, including national and regional
chains and other wholesale distributors throughout North America and overseas.
Perfumania manages and owns the wholesale business and the retail business is
managed and owned by Magnifique Parfumes and Cosmetics, Inc., Perfumania's
wholly owned subsidiary. Effective May 2000, we acquired perfumania.com, an
Internet commerce site and online retailer of fragrances and related products
(See Note 6).
The consolidated financial statements include the accounts of ECOMV and
subsidiaries. All material intercompany balances and transactions have been
eliminated in consolidation.
The accompanying unaudited consolidated financial statements have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission (the "SEC"). 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 make the information presented not misleading. The financial
information presented herein, which is not necessarily indicative of results to
be expected for the current fiscal year, reflect all adjustments which, in the
opinion of management, are necessary for a fair presentation of the interim
unaudited consolidated financial statements. It is suggested that these
consolidated financial statements be read in conjunction with the financial
statements and the notes thereto included in our Annual Report on Form 10-K for
the fiscal year ended January 29, 2000, as amended, filed with the SEC on May
15, 2000. Certain fiscal 1999 amounts have been reclassified to conform with the
fiscal 2000 presentation.
6
<PAGE> 7
NOTE 2 - COMPREHENSIVE INCOME
We reported comprehensive income in accordance with Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income". Comprehensive
income for the periods presented was as follows:
<TABLE>
<CAPTION>
Thirteen Thirteen Twenty-six Twenty-six
Weeks Ended Weeks Ended Weeks Ended Weeks Ended
July 29, 2000 July 31, 1999 July 29, 2000 July 31, 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net income (loss) $ 5,261,027 $ (311,140) $ (1,361,912) $ (4,403,006)
Net unrealized gain on
investments 10,246,461 -- 10,424,896 --
------------ ------------ ------------ ------------
Total comprehensive
income (loss) $ 15,507,488 $ (311,140) $ 9,062,984 $ (4,403,006)
============ ============ ============ ============
</TABLE>
NOTE 3 - BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE
Basic income (loss) per common share has been computed by dividing net
income (loss) by the weighted average number of common shares outstanding during
the period. Diluted income per share includes, in periods in which they have a
dilutive effect, the impact of common shares issuable upon exercise of stock
options and other common stock equivalents. For all periods presented in the
accompanying consolidated statements of operations, with the exception of the
thirteen weeks ended July 29, 2000, incremental shares attributed to outstanding
stock options and convertible notes were not included because the results would
be anti-dilutive.
The following data shows the amounts used in computing earnings per share
and the effect on income and the weighted average number of shares of dilutive
potential common stock:
Thirteen Thirteen
Weeks Ended Weeks Ended
July 29, 2000 July 31, 1999
------------- -------------
Weighted average number of common shares
used in basic EPS 9,222,481 7,629,043
Effects of dilutive securities:
Stock options 983,159 --
Convertible common stock 2,644,612 --
---------- ----------
Weighted number of shares and dilutive
potential common stock used in dilutive EPS 12,850,252 7,629,043
========== ==========
NOTE 4 - BANK LINE OF CREDIT
On May 12, 2000, Perfumania entered into a three-year senior secured credit
facility with GMAC Commercial Credit LLC ("GMAC") that provides for borrowings
of up to $40 million. The new credit facility replaced the LaSalle National Bank
credit facility. Advances under the line of credit are based on a formula of
eligible inventories and bears interest at the lender's prime rate for the first
six months of the term (9.5% as of July 29, 2000). After the first six months,
the interest rate will be adjusted on a quarterly basis and will vary based on a
formula as defined by the lender. Advances are secured by a first lien on all
assets of Perfumania and the assignment of life insurance policies on two of our
officers. The line contains limitations on additional borrowings, capital
expenditures and other items, and contains various financial covenants including
net worth and fixed charges coverage, as defined by the lender. As of July 29,
2000, Perfumania had outstanding borrowings under its credit facility of
approximately $38.5 million.
7
<PAGE> 8
Perfumania was not in compliance with one financial covenant relating to
minimum fixed charged coverage as of July 29, 2000. Management believes that
GMAC will waive the instance of non-compliance, and will amend the fixed charge
coverage ratio covenant to be less restrictive.
NOTE 5 - SEGMENT INFORMATION
Perfumania operates in two industry segments, specialty retail sale and
wholesale distribution of fragrances and related products. The basis for
determining Perfumania's operating segments is the manner in which financial
information is used by Perfumania in its operations. Financial information for
these segments is summarized in the following table.
<TABLE>
<CAPTION>
Thirteen Weeks Thirteen Weeks Twenty-six Twenty-six
Ended Ended Weeks Ended Weeks Ended
July 29, 2000 July 31, 1999 July 29, 2000 July 31, 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net sales to external customers
Wholesale $ 6,446,393 $10,948,201 $12,761,155 $22,214,955
Retail 42,191,181 35,004,313 75,491,163 63,138,523
----------- ----------- ----------- -----------
Total net sales to external
customers $48,637,574 $45,952,514 $88,252,318 $85,353,478
----------- ----------- ----------- -----------
Intersegment sales
Wholesale $ -- $ 4,771,477 $ 66,247 $ 7,532,244
----------- ----------- ----------- -----------
Total intersegment sales $ -- $ 4,771,477 $ 66,247 $ 7,532,244
----------- ----------- ----------- -----------
Gross profit
Wholesale $ 1,384,226 $ 2,473,395 $ 2,778,138 $ 4,667,405
Retail 17,999,790 16,680,368 33,028,569 29,739,527
----------- ----------- ----------- -----------
Total gross profit $19,384,016 $19,153,763 $35,806,707 $34,406,932
----------- ----------- ----------- -----------
Depreciation and amortization
Retail $ 1,464,509 $ 1,149,275 $ 2,681,313 $ 2,314,427
----------- ----------- ----------- -----------
Total depreciation and
amortization $ 1,464,509 $ 1,149,275 $ 2,681,313 $ 2,314,427
----------- ----------- ----------- -----------
Capital expenditures
Retail $ 1,329,011 $ 882,376 $ 2,531,755 $ 1,812,939
----------- ----------- ----------- -----------
Total capital expenditures $ 1,329,011 $ 882,376 $ 2,531,755 $ 1,812,939
----------- ----------- ----------- -----------
</TABLE>
July 29, July 31,
2000 1999
----------- -----------
Inventory
Wholesale $ 1,300,939 $ 9,075,491
Retail 66,973,977 53,898,851
----------- -----------
$68,274,916 $62,974,342
----------- -----------
Number of Stores 262 281
An unaffiliated customer of the wholesale segment accounted for
approximately 11% and 0% of the consolidated net sales for the thirteen weeks
ended July 29, 2000 and July 31, 1999, respectively, and 49% and 35% of the
consolidated net trade accounts receivable balance at July 29, 2000 and January
29, 2000, respectively.
In the twenty-six week period ending July 29, 2000 and July 31, 1999, the
wholesale segment included foreign sales of approximately $0.3 million and $1.9
million, respectively.
8
<PAGE> 9
NOTE 6 - INVESTMENT IN AFFILIATES
During September 1999, perfumania.com, inc., the Company's then wholly
owned subsidiary, completed an initial public offering (the "Offering") of its
common stock representing approximately 47% of the common stock outstanding
following the Offering. perfumania.com, inc. offered 3,500,000 shares of its
common stock, which included 1,000,000 shares held by the Company. The Company
recorded a gain on its sale of the 1,000,000 shares of perfumania.com, inc.
common stock in the Offering totaling approximately $5.9 million for the
thirteen weeks ended October 30, 1999. The gain was recorded net of issuance
costs of approximately $1.1 million which included the Company's portion of the
fair value of common stock warrants issued by perfumania.com, inc.
(approximately $0.4 million) and is included in gain on sale of affiliate's
common stock in the accompanying statement of operations.
During December 1999, we signed an Option Agreement (the "Agreement") with
an investment firm granting the investment firm two options to acquire up to
2,500,000 shares of perfumania.com, inc. from the Company for consideration in
the amount of $12,500. The first option provided that the investment firm could
purchase 2,000,000 shares for $6.00 per share on or prior to January 15, 2000
and provided that this option was exercised, a second option to purchase 500,000
shares for $8.00 on or prior to the earlier to occur of December 31, 2000 or
various other events, as defined in the Agreement. The investment firm exercised
the first option for the 2,000,000 shares on January 11, 2000 and the Company
realized proceeds of $12,000,000. The Agreement provided that when the first
option was exercised, nominees of the investment firm would be appointed to
constitute the majority of the members of the Board of Directors of
perfumania.com, inc. subject to satisfaction of applicable SEC regulations.
Subject to the exercise of the first option, the Agreement limited the amount of
shares of perfumania.com, inc. that could be sold by the Company, as well as the
timing of these sales.
On February 10, 2000, Envision Development Corporation ("EDC") entered into
a plan of merger with perfumania.com, inc. The plan of merger provided for among
other things, the merger of EDC with perfumania.com, inc. As a result,
perfumania.com, inc. became a direct wholly owned subsidiary of EDC and each
share of common stock, par value $0.01 per share, of perfumania.com, inc. issued
and outstanding before the plan of merger was converted into and exchanged for
one share of common stock, par value $0.01 per share, of EDC.
In May 2000, we acquired 100% of the outstanding common stock of
perfumania.com, inc., a wholly owned subsidiary of EDC, in exchange for 400,000
shares of EDC common stock. The acquisition of perfumania.com, inc. has been
accounted for using the purchase method of accounting, and accordingly, the
purchase price was allocated to the assets acquired and liabilities assumed
based on their estimated fair values at the acquisition date. Tangible assets
acquired consisted primarily of merchandise inventories. Based on an independent
appraisal, the transaction was valued at approximately $4.7 million. As a
result, we recognized a gain of approximately $4.5 million, which is included in
the accompanying statement of operations for the thirteen and twenty-six weeks
ended July 29, 2000, respectively, as gain on sale of affiliate's common stock.
The excess of the purchase price over the fair value of tangible net assets
acquired of approximately $2.9 million is included in goodwill in the
accompanying consolidated balance sheets and is being amortized over 5 years.
The results of operations for perfumania.com, inc. are included with our results
from the date of acquisition. Prior to May 2000, our ownership in EDC was
accounted for under the equity method of accounting.
Additionally, in May 2000 we sold 100,000 shares of EDC common stock for
$2.5 million to a majority shareholder of EDC, and in a related transaction, the
second option of the Agreement was exercised and an investment firm acquired
from us 500,000 shares of EDC common stock at $8.00 per share. As a result of
these transactions, we received total cash proceeds of $6.5 million and realized
a gain of approximately $5.5 million. As of October 28, 2000 we owned 1,000,000
shares of EDC, representing approximately an 8.0% interest in the outstanding
shares of common stock of EDC.
9
<PAGE> 10
On June 13, 2000, we purchased 250,000 shares of Take to Auction.Com, Inc.,
("Take To Auction") for $2,000,000. As of July 29, 2000, we own 5.9% of the
outstanding shares of common stock of Take to Auction. Ilia Lekach, our Chairman
and Chief Executive Officer and Horacio Groisman, M.D. one of our Directors, are
also the Chairman and Vice Chairman, respectively, of Take To Auction (See Note
9).
During the twenty-six week period ending July 29, 2000, we purchased
approximately 343,000 shares of common stock, representing approximately 7% of
the outstanding shares of common stock of The Sportsman's Guide, Inc., ("SGI"),
a marketer of value priced outdoor gear and general merchandise for cash
totaling approximately $1.6 million. During the thirteen weeks ended July 29,
2000, we sold approximately 222,000 shares of SGI and realized a loss on the
sale of these securities of approximately $0.7 million, which is included in
other expense on the accompanying consolidated statements of operations.
All investments are accounted for as available-for-sale securities and are
carried at fair value based on quoted market prices pursuant to Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities". Unrealized gains and losses are included in
comprehensive income and is included in shareholders' equity of the accompanying
consolidated balance sheet as of July 29, 2000.
NOTE 7 - CONVERTIBLE NOTES PAYABLE
On March 9, 2000, we entered into a Securities Purchase Agreement and
issued an aggregate of $4 million worth of Series C Convertible Notes, which are
convertible into our common stock. The notes bear interest at 8% and are payable
in full in March 2003. The conversion price is the lower of (A) $9.58 per share,
subject to adjustment or (B) the floating conversion price determined by
multiplying (1) the average closing bid price of the common stock for the three
trading days immediately preceding the date of determination, by (2) 80%,
subject to adjustment. The conversion price may be adjusted pursuant to
antidilution provisions in the convertible note.
On March 27, 2000, we entered into a Securities Purchase Agreement and
issued an aggregate of $5 million worth of Series D Convertible Notes, which are
convertible into our common stock. The notes bear interest at 8% and are payable
in full in March 2003. The conversion price is the lower of (A) $7.76 per share,
subject to adjustment or (B) the floating conversion price determined by
multiplying (1) the average closing bid price of the common stock for the three
trading days immediately preceding the date of determination, by (2) 80%,
subject to adjustment. The conversion price may be adjusted pursuant to
antidilution provisions in the convertible note.
The SEC has indicated that when debt is convertible at a discount from the
then current common stock market price, the discounted amount represents an
incremental yield, e.g. a "beneficial conversion feature", which should be
recognized as a return to the debt holders. Based on the market price of our
common stock at the date of issuance, our Series C and Series D Notes had a
beneficial conversion feature of approximately $1.2 million and $1.4 million,
respectively, at such point in time which represented a non-cash charge and was
included in interest expense for the thirteen week period ending April 29, 2000.
NOTE 8 - RELATED PARTY TRANSACTIONS
Notes receivable from a shareholder and officer were approximately $3.5
million as of July 29, 2000. The notes are secured by certain stock options held
by the shareholder and officer, mature December 31, 2001 and bear interest at
the rate charged by the Company's major lender. Principal and interest are
payable in full at maturity.
On June 1, 2000, Perfumania signed a $5,000,000 subordinated note agreement
with Parlux Fragrances, Inc., whose Chairman of the Board of Directors and Chief
Executive Officer Ilia Lekach, is the Company's Chairman of the Board and Chief
Executive Officer. The note includes the refinancing of a $2,000,000 balance due
to Parlux remaining under a previous $8,000,000 subordinated secure note dated
October 4, 1999, and a reduction of $3,000,000 in trade payables due to Parlux.
The note is due on December 29, 2000
10
<PAGE> 11
with various periodic principal payments, bears interest at prime plus 1% and is
subordinate to all bank related indebtedness. The outstanding amount of the
indebtedness as of July 29, 2000 is included in the accompanying consolidated
balance sheet as subordinated note payable, affiliate.
NOTE 9 - CONVERTIBLE NOTES RECEIVABLE
In December 1999, we loaned $1 million to Take To Auction pursuant to the
terms of a convertible promissory note. The principal balance of the note is
payable on December 20, 2001, and interest, which accrues at a rate of six
percent per annum was payable semi-annually on the 21st day of each June and
December commencing June 21, 2000. We had the right to convert, for a period of
14 days after Take To Auction's initial public offering, all of the principal
amount of the note into shares of the Take to Auction's common stock at a
conversion price per share equal to the initial public offering price. Take To
Auction commenced its initial public offering on June 13, 2000 and we converted
the $1.0 million note into 138,889 shares of Take To Auction's common stock.
In March 2000, we loaned Take To Auction an additional $1.0 million
pursuant to the terms of a convertible promissory note. The terms of the note
were the same as the December 1999 note described above, except that the
principal balance is payable on March 8, 2002 and interest is payable
semi-annually on the 9th day of each September and March, commencing September
9, 2000. The note was repaid in full in June 2000. Take To Auction also granted
us warrants to purchase 200,000 shares of its common stock at its initial public
offering price. The warrants are exercisable in whole or in part until June 13,
2001.
Due to the previous uncertainty of Take To Auction's initial public
offering and collectability of the notes as of January 29, 2000, we expensed the
principal balance of the note and related interest receivable. As a result of
Take To Auction's initial public offering which commenced on June 13, 2000, the
$1.0 million principal balance and related interest previously expensed was
reversed in the first quarter of fiscal 2000.
NOTE 10 - TREASURY STOCK
In December 1999, our Board of Directors approved a 1,500,000 stock
repurchase program. Pursuant to this program, we repurchased approximately
816,000 and 626,000 shares of common stock for $3.4 million and $2.0 million in
the fourth quarter of fiscal 1999 and the first two quarters of fiscal 2000,
respectively.
NOTE 11 - CONTINGENCIES
We are involved in various legal proceedings in the ordinary course of
business. Management believes that the ultimate resolution of these matters
should not cause serious harm to our financial position or results of
operations.
NOTE 12 - NON CASH TRANSACTIONS
Supplemental disclosures of non-cash investing and financing activities are
as follows:
For the Twenty-six Weeks Ended
-------------------------------
July 29, 2000 July 31, 1999
------------- -------------
Conversion of debt and accrued interest
Payable in exchange for common stock $ 2,843,300 --
Increase in subordinated notes payable $ 3,000,000 --
Net unrealized gain on marketable securities $10,424,896 --
Cash paid during the period for:
Interest $ 3,022,210 $ 2,375,113
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PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RISK FACTORS THAT MAY AFFECT FUTURE RESULTS
Some of the statements in this quarterly report, including those that
contain the words "anticipate", "believe", "plan", "estimate", "expect",
"should", "intend" and other similar expressions, are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Those forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results, performance
or achievements of ECOMV or its industry to be materially different from any
future results, performance or achievements expressed or implied by those
forward-looking statements.
OUR STRATEGY OF EXPANDING OUR BUSINESS THROUGH ACQUISITIONS AND INVESTMENTS IN
OTHER BUSINESSES AND TECHNOLOGIES PRESENTS SPECIAL RISKS.
We intend to expand through the acquisition of and investment in other
businesses. Acquisitions involve a number of special problems, including:
o difficulty integrating acquired technologies, operations, and
personnel with our existing business;
o diversion of management's attention in connection with both
negotiating the acquisitions and integrating the assets;
o the need for additional funding;
o strain on managerial and operational resources as management tries to
oversee larger operations; and
o exposure to unforeseen liabilities of acquired companies.
We may not be able to successfully address these problems. Moreover, our
future operating results will depend to a significant degree on our ability to
successfully manage growth and integrate acquisitions. In addition, many of our
investments will be in early-stage companies with limited operating histories
and limited or no revenues. We may not be able to successfully develop these
early-stage companies.
WE ARE SUBJECT TO INTENSE COMPETITION.
The market for Internet products and services is highly competitive.
Moreover, the market for Internet products and services lacks significant
barriers to entry, enabling new businesses to enter this market relatively
easily. Competition in the market for Internet products and services may
intensify in the future. Numerous well-established companies and smaller
entrepreneurial companies are focusing significant resources on developing and
marketing products and services that will compete with our products and
services. In addition, many of our current and potential competitors have
greater financial, technical, operational, and marketing resources. We may not
be able to compete successfully against these competitors in developing our
services. Competitive pressures may also force prices for Internet goods and
services down and such price reductions may affect our potential future revenue.
FUTURE GROWTH MAY PLACE STRAINS ON OUR MANAGERIAL, OPERATIONAL AND FINANCIAL
RESOURCES.
If we grow as expected, a significant strain on our managerial, operational
and financial resources may occur. Further, as the number of our users,
advertisers and other business partners grow, we will be required to manage
multiple relationships with various customers, strategic partners and other
third parties. Future growth or increase in the number of our strategic
relationships will strain our managerial, operational and financial resources,
inhibiting our ability to achieve the rapid execution necessary to
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successfully implement our business plan. In addition, our future success will
also depend on our ability to expand our sales and marketing organization and
our support organization commensurate with the growth of our business and the
Internet.
PERFUMANIA MAY NOT BE ABLE TO OBTAIN THE FUNDS NEEDED UNDER ITS LINE OF CREDIT
TO OPERATE ITS BUSINESS.
Perfumania was not in compliance with one financial covenant relating to
minimum fixed charge ratio for the quarter ending July 29, 2000. We believe that
our lender, GMAC will waive the instances of non-compliance, however there can
be no assurance of this. Should we be unable to obtain the necessary waivers,
our financial condition could be adversely impacted, and we could be required to
repay outstanding amounts and seek alternative sources of financing. Any failure
to obtain such additional financing in an amount sufficient to support
Perfumania's current and planned levels of operations could materially and
adversely affect our business and operating results.
WE MAY HAVE PROBLEMS RAISING THE MONEY NEEDED IN THE FUTURE.
Our growth strategy includes increasing our average retail sales per store,
and cross marketing and acquisition of Internet related businesses. We may need
to obtain funding to achieve our growth strategy. Additional financing may not
be available on acceptable terms if at all. In order to obtain additional
financing, we may be required to issue securities with greater rights than those
currently possessed by holders of our common stock. We may also be required to
take other actions which may lessen the value of our common stock, including
borrowing money on terms that are not favorable to us.
PERFUMANIA'S BUSINESS IS SUBJECT TO SEASONAL FLUCTUATIONS, WHICH COULD LEAD TO
FLUCTUATIONS IN OUR STOCK PRICE.
The operation of Perfumania has historically experienced higher sales in
the third and fourth fiscal quarters than in the first and second fiscal
quarters. People increase their purchases of fragrances as gift items during the
Christmas holiday season which results in significantly higher fourth fiscal
quarter retail sales. If our quarterly operating results are below the
expectations of stock market analysts, our stock price would likely decline. Our
quarterly results may also vary as a result of the timing of new store openings,
net sales contributed by new stores and fluctuations in comparable sales of
existing stores. Sales levels of new and existing stores are affected by a
variety of factors, including the retail sales environment, the level of
competition, the effect of marketing and promotional programs, acceptance of new
product introductions, adverse weather conditions and general economic
conditions.
PERFUMANIA MAY EXPERIENCE SHORTAGES OF THE MERCHANDISE IT NEEDS BECAUSE IT DOES
NOT HAVE LONG-TERM AGREEMENTS WITH SUPPLIERS.
Perfumania's success depends to a large degree on our ability to provide an
extensive assortment of brand name and designer fragrances. Perfumania has no
long-term purchase contracts or other contractual assurance of continued supply,
pricing or access to new products. While we believe that Perfumania has good
relationships with its vendors, if Perfumania is unable to obtain merchandise
from one or more key vendors on a timely basis, or if there is a material change
in Perfumania's ability to obtain necessary merchandise, our results of
operations could be seriously harmed.
PERFUMANIA NEEDS TO SUCCESSFULLY MANAGE ITS GROWTH IN ORDER FOR THE ADDITION OF
OUR NEW STORES TO BE PROFITABLE.
Even though Perfumania has grown significantly in the past several years,
it may not be able to sustain the growth in revenues that it has achieved
historically. Perfumania's growth is dependent, somewhat, upon opening and
operating new retail stores on a profitable basis, which in turn is subject to,
among other things, securing suitable store sites on satisfactory terms, hiring,
training and retaining qualified
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management and other personnel, having adequate capital resources and
successfully integrating new stores into existing operations. It is possible
that Perfumania's new stores might not achieve sales and profitability
comparable to existing stores, and it is possible that the opening of new
locations might adversely effect sales at existing locations.
PERFUMANIA COULD BE SUBJECT TO LITIGATION BECAUSE OF THE MERCHANDISING ASPECT OF
ITS BUSINESS.
Some of the merchandise Perfumania purchases from suppliers is manufactured
by entities who are not the owners of the trademarks or copyrights for the
merchandise. This practice is common in the fragrance and cosmetics business.
The owner of a particular trademark or copyright may challenge Perfumania to
demonstrate that the specific merchandise was produced and sold with the proper
authority and if Perfumania is unable to demonstrate this, it could, among other
things, be restricted from reselling the particular merchandise. This type of
restriction could seriously harm Perfumania's business and results of
operations.
RESULTS OF OPERATIONS
COMPARISON OF THE THIRTEEN WEEKS ENDED JULY 29, 2000 WITH THE THIRTEEN WEEKS
ENDED JULY 31, 1999.
Net sales increased from $46.0 million in the thirteen weeks ended July 31,
1999, to $48.6 million in the thirteen weeks ended July 29, 2000. Wholesale
sales decreased 41.1% (from $10.9 million to $6.5 million) and retail sales
increased by 20.5% (from $35.0 million to $42.2 million). The decrease in
wholesale sales was due to an overall slowdown in the wholesale fragrance
market, which is expected to continue into the third quarter of fiscal year
2000. The increase in retail sales was principally due to the increase in
comparable retail stores sales. Comparable store sales during the current period
increased 22% when compared to last year.
Gross profit increased 1.2% from $19.2 million in the thirteen weeks ended
July 31, 1999 (41.7% of net sales) to $19.4 million in the thirteen weeks ended
July 29, 2000 (39.9% of net sales) due to an increase in gross profit for the
retail division which was offset by a decrease in the wholesale division.
Gross profit for the wholesale division decreased from $2.5 million in the
thirteen weeks ended July 29, 2000 to $1.4 million in the thirteen weeks ended
July 29, 2000 as a result of lower wholesale sales. As a percentage of net
sales, gross profit for the wholesale division decreased from 22.6% in the
thirteen weeks ended July 31, 1999 to 21.5% in the thirteen weeks ended July 29,
2000.
Gross profit for the retail division increased to $18.0 million in the
thirteen weeks ended July 29, 2000 from $16.7 million in the thirteen weeks
ended July 31, 1999 as a result of higher retail sales. As a percentage of net
sales, gross profit for the retail division decreased from 47.7% in the thirteen
weeks ended July 31, 1999 to 42.7% in the thirteen weeks ended July 29, 2000
primarily as a result of 1) an improvement in merchandise assortment and product
mix which has contributed to an increase in net sales and the average sales
ticket, but at slightly lower margins, and 2) a July clearance promotion which
resulted in a greater percentage of merchandise sold at discounted prices
compared to the prior year.
Selling, general and administrative expenses increased 24.5% from $16.3
million in the thirteen weeks ended July 31, 1999 to $20.3 million in the
thirteen weeks ended July 29, 2000. The increase is attributable to 1)
approximately $0.8 million of severance and consulting costs accrued for various
senior management whose employment with the Company was terminated during the
second quarter of fiscal year 2000, 2) higher store payroll associated with
higher average hourly wage rates, 3) higher overhead and administrative expense,
and 4) the reversal of $700,000 of accrued expenses for the Luria's litigation
in July 1999. Depreciation and amortization expense increased 27.4% from $1.2
million in the thirteen weeks ended July 31, 1999 to $1.5 million in the
thirteen weeks ended July 29, 2000 due primarily to increases in capital
spending for system enhancements over the past year, and amortization of
goodwill resulting from the reacquisition of perfumania.com, inc.
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Interest expense, net decreased by 31.0% from $2.3 million for the
thirteen weeks ended July 31, 1999 to $1.6 million for the thirteen weeks ended
July 29, 2000. The decrease is primarily due to the issuance of $4 million of
Series B convertible notes in July 1999 which resulted in a non-cash beneficial
conversion interest charge of approximately $1.0 million during the prior
period.
Gain on sale of affiliate's common stock of $10.0 million resulted from the
sale of shares of EDC (See Note 6).
As a result of the foregoing, we had a net income of $5.3 million, or $0.41
per diluted share, in the thirteen weeks ended July 29, 2000 compared to a net
loss of $0.3 million, or ($0.04) per diluted share, in the thirteen weeks ended
July 31, 1999.
COMPARISON OF THE TWENTY-SIX WEEKS ENDED JULY 29, 2000 WITH THE TWENTY-SIX WEEKS
ENDED JULY 31, 1999.
Net sales increased 3.4% from $85.4 million in the twenty-six weeks ended
July 31, 1999 to $88.3 million in the twenty-six weeks ended July 29, 2000. The
increase in net sales was due primarily to a 19.6% increase in retail sales
(from $63.1 million to $75.5 million), offset by a 42.6% decrease in wholesale
sales (from $22.2 million to $12.8 million).
The decrease in wholesale sales was due to an overall slowdown in the
wholesale fragrance market, which is expected to continue into the third quarter
of fiscal year 2000. The increase in retail sales was principally due to the
increase in comparable retail store sales. Comparable store sales during the
twenty-six weeks ended July 29, 2000 increased 23.1% when compared to last year.
Gross profit increased 4.1% from $34.4 million in the twenty-six weeks
ended July 31, 1999 (40.3% of net sales) to $35.8 million in the twenty-six
weeks ended July 29, 2000 (40.6% of net sales) as a result of increases in
retail sales which was offset by decreases in wholesale sales.
Gross profit for the wholesale division decreased 40.5% from $4.7 million
in the twenty-six weeks ended July 31, 1999 to $2.8 million in the twenty-six
weeks ended July 29, 2000. As a percentage of net sales, gross profit for the
wholesale division increased from 21.0% in the twenty-six weeks ended July 31,
1999 to 21.8% in the twenty-six weeks ended July 29, 2000.
Gross profit for the retail division increased 11.1% from $29.7 million in
the twenty-six weeks ended July 31, 1999 to $33.0 million in the twenty-six
weeks ended July 29, 2000. The retail division's gross margin decreased from
47.1% in the twenty-six weeks ended July 31, 1999 to 43.8% in the twenty-six
weeks ended July 29, 2000 as a result of 1) an improvement in merchandise
assortment and product mix which has contributed to an increase in net sales and
the average sales ticket, but at slightly lower margins, and 2) a July clearance
promotion which resulted in a greater percentage of merchandise sold at
discounted prices compared to the prior year.
Selling, general and administrative expenses increased 15.2% from $32.9
million in the twenty-six weeks ended July 31, 1999 to $37.9 million in the
twenty-six weeks ended July 29, 2000. The increase was attributable to 1)
approximately $0.8 million of severance and consulting costs accrued for various
senior management whose employment with the Company was terminated during the
second quarter of fiscal year 2000, 2) higher store payroll associated with
higher average hourly wage rates, 3) higher overhead and administrative expense
and 4) the reversal of $700,000 of accrued expenses for the Luria's litigation
in July 1999. Depreciation and amortization expense increased 15.9% from $2.3
million in the twenty-six weeks ended July 31, 1999 to $2.7 million in the
twenty-six weeks ended July 29, 2000 due primarily to increases in capital
spending for system enhancements over the past year, and amortization of
goodwill resulting from the reacquisition of perfumania.com, inc.
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Interest expense, net increased by 46.9% from $3.8 million for the
twenty-six weeks ended July 31, 1999 to $5.6 million for the twenty-six weeks
ended July 29, 2000. The increase is principally due to the non-cash beneficial
conversion cost of approximately $2.6 million associated with the issuance of
the convertible notes in March 2000 (See Note 7), compared with a similar
non-cash beneficial conversion cost of $1.1 million in fiscal 1999. In addition,
we have incurred higher interest costs due to the increased outstanding balances
on these convertible notes and our bank line of credit.
Equity in loss of partially-owned affiliate of $1.4 million represents our
share of EDC's net loss for the period we owned in excess of 20% of EDC's
outstanding shares (February through April 2000). (See Note 6).
Gain on sale of affiliate's common stock of $10.0 million resulted from the
sale of shares of EDC (See Note 6).
During the twenty-six weeks ended July 29, 2000 the Company had a net loss
of $1.4 million or $(0.15) per diluted share, compared to a net loss of $4.4
million or ($0.58) per diluted share during the twenty-six weeks ended July 31,
1999.
LIQUIDITY AND CAPITAL RESOURCES
Our principal capital requirements are to fund working capital needs and to
renovate existing stores. For the first twenty-six weeks of fiscal 2000, these
capital requirements generally were satisfied through borrowings under our
credit facility, cash flows from operations and issuance of convertible notes.
At July 29, 2000, we had working capital of approximately $9.7 million
compared to working capital of approximately $8.7 million at January 29, 2000.
The increase was primarily due to an increase in advances to suppliers offset by
increases in our bank line of credit.
Net cash used in operating activities during the current period was
approximately $11.0 million compared with approximately $6.0 million for the
same period in the prior year. The increase in cash used in operating activities
was principally a result of the loss for the period and the net change in our
trade receivables, advances to suppliers, inventories and accounts payable.
Net cash used in investing activities was approximately $5.8 million,
compared with approximately $1.8 million for the same period in the prior year.
Investing activities represent purchases of furniture, fixtures and equipment
for store openings and the renovation of existing stores, information system
advancements, as well as investments in other companies. Investments in and
advances to partially owned affiliates increased by approximately $3.3 million
primarily as a result of a $1.4 investment made to The Sportsman's Guide, Inc.
and a $2.0 million investment in Take To Auction (See Notes 6 and 9).
Net cash provided by financing activities during the current period was
approximately $17.2 million compared with approximately $7.4 million for the
same time period in the prior year. The increase was primarily the result of the
issuance of $9 million convertible notes in March 2000, $6.5 million of proceeds
received on the sale of common stock of EDC (See Note 6), and an increase in the
outstanding balance on our bank line of credit.
On May 12, 2000, Perfumania entered into a three-year senior secured credit
facility with GMAC Commercial Credit LLC ("GMAC") that provides for borrowings
of up to $40 million. The new credit facility replaces the LaSalle National Bank
credit facility. Advances under the line of credit are based on a formula of
eligible inventories and will bear interest at the lender's prime rate for the
first six months of the term (9.5% as of July 29, 2000). After the first six
months, the interest rate will be adjusted on a quarterly basis and will vary
based on a formula set forth in the credit agreement. Advances are secured by a
first lien on all assets of Perfumania and the assignment of life insurance
policies on two of our officers. The line contains limitations on additional
borrowings, capital expenditures and other items, and contains various
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financial covenants including net worth and fixed charges coverage, as defined
by the lender. As of July 29, 2000, Perfumania had outstanding borrowings under
its credit facility of approximately $38.5 million.
Perfumania was not in compliance with one financial covenant relating to
minimum fixed charged coverage as of July 29, 2000. Management believes that
GMAC will waive the instance of non-compliance, and will amend the fixed charge
coverage ratio covenant to be less restrictive.
Management believes that Perfumania's borrowing capacity under the new bank
line of credit, projected cash flows from operations and other short term
borrowings will be sufficient to support its working capital needs and capital
expenditures, including remodeling of existing stores and debt service for at
least the next twelve months.
During the twenty-six weeks ended July 29, 2000, Perfumania opened 3 stores
and closed 17 underperforming stores. At July 29, 2000, Perfumania operated 262
stores. Perfumania intends to continue focusing on improving the profitability
of its existing stores and plans to open no more than 6 new stores and close
approximately 10 stores during the third and fourth quarters of fiscal 2000.
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PART 1. FINANCIAL INFORMATION
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
During the quarter ended July 29, 2000, there have been no material changes
in the information about our market risks as of January 29, 2000 as set forth in
Item 7A of the 1999 Form 10-K.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Index to Exhibits
Exhibit
Number Description of Exhibit
------ ----------------------
27.1 Financial Data Schedule (1)
------------------
(1) Filed herewith.
(b) Reports on Form 8-K.
On July 14, 2000, we filed a current report on Form
8-K reporting that we engaged Deloitte and Touche LLP
as our independent certified public accountants
effective July 10, 2000.
On May 19, 2000, we filed a current report on Form
8-K reporting that we executed a Stock Purchase
Agreement and acquired 100% of the issued and
outstanding common stock of perfumania.com in
consideration for 400,000 shares of Envision
Development Corporation, Inc. common stock that were
held by us.
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E COM VENTURES, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused the report to be signed on its behalf by the
undersigned, thereunto duly authorized.
E COM VENTURES, INC.
--------------------
(Registrant)
Date: December 18, 2000 By: /s/ Ilia Lekach
------------------------------
Ilia Lekach
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
By: /s/ A. Mark Young
------------------------------
A. Mark Young
Chief Financial Officer
(Principal Financial and
Accounting Officer)
19
