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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED APRIL 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
JUNE 1, 2000 9,794,224
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TABLE OF CONTENTS
E COM VENTURES, INC.
<TABLE>
<CAPTION>
<S> <C>
PART I
FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS.................................................................3
Consolidated Balance Sheets.................................................3
Consolidated Statements of Operations.......................................4
Consolidated Statements of Cash Flows.......................................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........................................................................16
PART II
OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS...................................................................16
ITEM 2 CHANGES IN SECURITIES AND USE OF PROCEEDS...........................................16
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K....................................................17
SIGNATURES............................................................................................18
</TABLE>
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
E COM VENTURES, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
APRIL 29, 2000 JANUARY 29, 2000
-------------- ----------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.................................... $ 2,908,364 $ 1,995,610
Trade receivables, less allowance for doubtful accounts of
$24,895 and $3,120 as of April 29, 2000 and January 29,
2000, respectively........................................ 473,578 1,150,035
Advances to suppliers........................................ 9,821,772 4,826,179
Inventories, net of reserve of $1,850,353 and $2,369,953 as
of April 29, 2000 and January 29, 2000, respectively...... 73,079,723 68,727,528
Note and interest receivable, related party.................. -- 779,594
Prepaid expenses and other current assets.................... 1,017,348 951,544
--------------- ----------------
Total current assets..................................... 87,300,785 78,430,490
Property and equipment, net..................................... 22,656,981 22,671,385
Investments in and advances to partially-owned equity
affiliates.................................................. 21,869,594 2,845,972
Other assets.................................................... 4,389,582 1,708,551
--------------- ----------------
Total assets............................................. $ 136,216,942 $ 105,656,398
=============== ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank line of credit and current portion of notes payable..... $ 38,725,043 $ 32,741,575
Accounts payable - non affiliates............................ 16,857,767 15,666,781
Accounts payable - affiliates................................ 12,231,698 9,350,315
Accrued expenses and other liabilities....................... 7,527,448 7,870,634
Income taxes payable......................................... 223,098 223,098
Subordinated notes payable - affiliate....................... 2,000,000 3,500,000
Current portion of obligations under capital leases.......... 315,463 391,220
--------------- ----------------
Total current liabilities................................ 77,880,517 69,743,623
Long term debt, less current portion............................ 671,778 697,784
Long-term portion of obligations under capital leases........... 609,514 634,571
Convertible notes payable....................................... 12,100,000 3,700,000
Long-term severance payable .................................... 137,939 190,981
--------------- ----------------
Total liabilities........................................ 91,399,748 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,
9,551,470 and 9,282,386 shares issued, respectively......... 95,516 92,825
Additional paid-in capital...................................... 87,303,870 65,440,135
Treasury stock, at cost, 894,544 and 815,646 shares as of
April 29, 2000 and January 29, 2000, respectively........... (3,780,640) (3,419,957)
Accumulated deficit............................................. (36,513,854) (29,890,915)
Unrealized loss on investments.................................. (178,435) --
Notes and interest receivable from shareholder and officers..... (2,109,263) (1,532,649)
--------------- ----------------
Total stockholders' equity............................... 44,817,194 30,689,439
--------------- ----------------
Total liabilities and stockholders' equity............... $ 136,216,942 $ 105,656,398
=============== ================
</TABLE>
See accompanying notes to consolidated financial statements.
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E COM VENTURES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
THIRTEEN WEEKS THIRTEEN WEEKS
ENDED APRIL 29, ENDED MAY 1,
2000 1999
------------ ------------
<S> <C> <C>
Net sales ........................................... $ 39,614,744 $ 39,400,964
Cost of goods sold .................................. 23,192,053 24,147,795
------------ ------------
Gross profit ........................................ 16,422,691 15,253,169
------------ ------------
Operating expenses:
Selling, general and administrative .............. 17,611,019 16,615,905
Provision for doubtful accounts .................. 21,682 15,000
Depreciation and amortization .................... 1,216,804 1,165,152
------------ ------------
Total operating expenses ..................... 18,849,505 17,796,057
------------ ------------
Loss from operations ................................ (2,426,814) (2,542,888)
Interest expense, net ............................... (4,002,099) (1,527,395)
Equity in loss of partially-owned affiliate ......... (1,239,466) --
Other income (expense)............................... 1,045,440 (21,583)
------------ ------------
Net loss ............................................ $ (6,622,939) $ (4,091,866)
============ ============
Net loss per common share:
Basic ............................................ $ (0.78) $ (0.56)
============ ============
Diluted .......................................... $ (0.78) $ (0.56)
============ ============
Weighted average number of common shares outstanding:
Basic ............................................ 8,461,381 7,364,485
============ ============
Diluted .......................................... 8,461,381 7,364,485
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
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E COM VENTURES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THIRTEEN WEEKS THIRTEEN WEEKS
ENDED APRIL 29, ENDED MAY 1,
2000 1999
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net loss .................................................... $(6,622,939) $(4,091,866)
Adjustments to reconcile net loss to net cash used in
operating activities:
Provision for doubtful accounts ........................... 21,682 15,000
Reversal for impairment of assets ......................... (1,006,333) --
Depreciation and amortization ............................. 1,216,804 1,165,151
Equity in loss of partially-owned affiliate ............... 1,239,466 --
Beneficial conversion feature of convertible notes payable 2,636,764 384,615
Change in operating assets and liabilities:
Trade receivables ....................................... 654,775 (1,129,151)
Advances to suppliers ................................... (4,995,593) 636,458
Inventories ............................................. (4,352,195) (9,889,121)
Prepaid and other current assets ........................ (65,804) (206,637)
Other assets ............................................ (674,698) 417
Accounts payable ........................................ 4,072,369 8,448,841
Advances from customers ................................. -- 2,500,000
Accrued expenses and other current liabilities .......... (371,714) (430,007)
Income taxes payable .................................... -- (116,835)
Long term severance payable ............................. -- (62,436)
------------ ------------
Net cash used in operating activities ................... (8,247,416) (2,775,571)
------------ ------------
Cash flows from investing activities:
Additions to property and equipment ....................... (1,202,400) (930,563)
Investments in and advances to partially-owned affiliates . (2,883,535) --
------------ ------------
Net cash used in investing activities ................... (4,085,935) (930,563)
------------ ------------
Cash flows from financing activities:
Net borrowings and repayments under bank line of credit
and notes payable ...................................... 5,957,462 1,408,409
Net borrowing and repayment under subordinated notes ...... (1,500,000) --
Principal payments under capital lease obligations ........ (100,814) (154,529)
Net advances to shareholder and officers .................. 202,980 (10,860)
Issuance of convertible notes payable ..................... 9,000,000 1,996,000
Exercise of stock options ................................. 47,160 141,770
Purchases of treasury stock ............................... (360,683) --
------------ ------------
Net cash provided by financing activities ............... 13,246,105 3,380,790
------------ ------------
Increase (decrease) in cash and cash equivalents ............ 912,754 (325,344)
Cash and cash equivalents at beginning of period ............ 1,995,610 1,745,603
------------ ------------
Cash and cash equivalents at end of period .................. $ 2,908,364 $ 1,420,259
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
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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")
as the holding company and Perfumania as our wholly owned subsidiary.
We facilitate cross marketing and cross-promotional opportunities
between our member companies, e-commerce investments and our wholly owned
subsidiary, Perfumania, Inc. We support startups or existing B to B or B to C
companies with development strategies and financial support necessary to
introduce products and services into Internet businesses. Our Internet strategy
includes the internal development and operation of majority-owned subsidiaries
as well as taking strategic positions in other Internet related companies that
have demonstrated synergies with our core business, Perfumania, Inc. Our
strategy also envisions and promotes opportunities for synergistic business
relationships among the Internet companies within our portfolio.
Through Perfumania we are a leading specialty retailer and wholesale
distributor of a wide range of brand name and designer fragrances. As of April
29, 2000 and May 1, 1999, we operated a chain of 268 and 288, 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.
The consolidated financial statements include the accounts of E Com
Ventures, Inc. and subsidiaries ("ECOMV"). 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, filed with the SEC on May 15, 2000.
The accompanying unaudited consolidated financial statements have not
been reviewed by our accountants. As disclosed in an 8-K filed with the SEC on
April 11, 2000, PricewaterhouseCoopers, LLP ("PWC"), our former auditors,
resigned as our independent certified public accountants. We are in the process
of engaging a new accounting firm, however, a firm has not been appointed. We
believe that an independent accounting firm will be appointed by the end of June
2000.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133 "Accounting for Derivative Instruments
and Hedging Activities" ("SFAS No. 133"). Among other provisions, SFAS No. 133
establishes accounting and reporting standards for derivative instruments and
for hedging activities. It also requires that an entity recognize all
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derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. SFAS No. 133 is effective
for financial statements for fiscal years beginning after June 15, 2000. We have
not determined the effect, if any, that the adoption of SFAS No. 133 will have
on us.
NOTE 2 - BANK LINE OF CREDIT
On May 12, 2000, Perfumania entered into a three-year senior secured
credit facility with GMAC Commercial Credit LLC 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. 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 will be secured by a first lien on all assets of Perfumania
and the assignment of life insurance policies on two of our officers. The line
will contain limitations on additional borrowings, capital expenditures and
other items, and will contain various financial covenants including net worth
and fixed charges coverage, as defined by the lender.
NOTE 3 - BASIC AND DILUTED LOSS PER COMMON SHARE
Basic loss per common share has been computed by dividing net loss by
the weighted average number of common shares outstanding during the period.
Diluted loss 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, incremental shares attributed to
outstanding stock options and convertible notes were not included because the
results would be anti-dilutive.
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NOTE 4 - 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
ENDED APRIL 29, ENDED MAY 1,
2000 1999
----------- -----------
<S> <C> <C>
Sales to external customers
Wholesale ........................................................................ $ 6,314,762 $11,266,754
Retail ........................................................................... 33,299,982 28,134,210
----------- -----------
Total sales to external customers ........................................... $39,614,744 $39,400,964
----------- -----------
Intersegment sales
Wholesale ....................................................................... $ 167,009 $ 2,760,767
----------- -----------
Total intersegment sales .................................................... $ 167,009 $ 2,760,767
----------- -----------
Cost of goods sold
Wholesale ........................................................................ $ 4,920,850 $ 9,072,744
Retail ........................................................................... 18,271,203 15,075,051
----------- -----------
Total cost of goods sold .................................................... $23,192,053 $24,147,795
----------- -----------
Gross profit
Wholesale ....................................................................... $ 1,393,912 $ 2,194,010
Retail .......................................................................... 15,028,779 13,059,159
----------- -----------
Total gross profit ......................................................... $16,422,691 $15,253,169
----------- -----------
Depreciation and amortization
Retail .......................................................................... $ 1,216,804 $ 1,165,152
----------- -----------
Total depreciation and amortization ......................................... $ 1,216,804 $ 1,165,152
----------- -----------
Capital expenditures
Retail ......................................................................... $ 745,919 $ 930,563
----------- -----------
Total capital expenditures ................................................ $ 745,919 $ 930,563
----------- -----------
APRIL 29, 2000 MAY 1, 1999
-------------- -----------
Inventory
Wholesale ......................................................................... $ 4,265,263 $11,049,365
Retail ........................................................................... 68,814,460 52,719,888
----------- -----------
$73,079,723 $63,769,253
----------- -----------
Number of stores ..................................................................... 268 288
----------- -----------
</TABLE>
An unaffiliated customer of the wholesale segment accounted for
approximately 13% of the consolidated net sales for the thirteen weeks ended
April 29, 2000 and May 1, 1999, respectively, and 0% of the consolidated net
trade accounts receivable balance at April 29, 2000 and January 29, 2000,
respectively.
In the thirteen-week period ending May 1, 1999, the wholesale segment
included foreign sales of approximately $0.1 million. No foreign sales were
recorded for the thirteen week period ended April 29, 2000.
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NOTE 5 - INVESTMENT IN AFFILIATES
In March 2000, we acquired 294,500 shares of common stock, representing
approximately 5% of the outstanding shares of common stock of The Sportman's
Guide, Inc., a marketer of value priced outdoor gear and general merchandise for
cash totaling approximately $1.4 million. This transaction was accounted for as
an available-for-sale security and is 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
losses are included in comprehensive income and is included in shareholders'
equity of the accompanying consolidated balance sheet as of April 29, 2000.
As of April 29, 2000, our investment in Envision Development
Corporation ("EDC") consisted of a 21.76% interest which totaled approximately
$19.9 million and advances in the amount of approximately $0.7 million. Our
accumulated deficit as of April 29, 2000 includes the equity in the net loss of
EDC totaling approximately $1.2 million. See note 12.
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 held by us. In addition, we sold another 100,000
shares of EDC common stock for $2.5 million to a majority shareholder of EDC,
and in a related transaction, an investment firm exercised its option to acquire
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. We
currently own one million shares of EDC.
NOTE 6 - 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.
In a 1997 announcement, the staff of the SEC 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 represents a non-cash charge and is included in interest expense for the
thirteen week period ending April 29, 2000.
NOTE 7 - COMPREHENSIVE INCOME
We reported comprehensive income in accordance with FASB No. 130,
"Reporting Comprehensive Income." Accordingly, accumulated other comprehensive
losses is included in the shareholders' equity section of the accompanying
consolidated balance sheet. The amount is reported net of tax and represents the
unrealized losses on marketable securities associated with our investment in
SGI. See Note 5.
NOTE 8 - CONVERTIBLE NOTES RECEIVABLE
In December 1999, we loaned $1 million to Take To Auction.Com, Inc.
("Take To Auction"), pursuant to the terms of a convertible promissory note.
Ilia Lekach, our Chairman and Chief Executive Officer and Horacio Groisman, one
of our Directors,
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are also the Chairman and Vice Chairman, respectively, of Take To Auction and
beneficially own 24.06% and 8.59%, respectively, of the outstanding common stock
of Take To Auction. Mr. Lekach's shares in Take To Auction are held in a
corporation of which he is the sole shareholder. The principal balance of the
note is payable on December 20, 2001, and interest, which accrues at a rate of
six percent per annum is payable semi-annually on the 21st day of each June and
December commencing June 21, 2000. We have 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 of Take To
Auction's common stock. Take To Auction commenced its initial public offering on
June 13, 2000.
In March 2000, we loaned Take To Auction's an additional $1 million
pursuant to the terms of a convertible promissory note. The terms of the note
are 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. Take To Auction also granted us warrants to purchase six hundred
thousand shares of its common stock at its initial public offering price. The
warrants are exercisable in whole or in part during the one year period
following the initial public offering.
Due to the previous uncertainty of Take To Auction's initial public
offering and collectability of the note as of January 29, 2000, we expensed the
principal balance of the note and related interest receivable of approximately
$1.0 million. 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 written off has been reversed and is included in other
assets of the accompanying consolidated financial statements as of April 29,
2000.
NOTE 9 - 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 79,000 shares of common stock for $3.4 million and $0.4 million in
the fourth quarter of fiscal 1999 and the first quarter of fiscal 2000,
respectively.
NOTE 10 - 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 11 - NON-CASH TRANSACTIONS
Supplemental disclosures of non-cash investing and financing activities
are as follows:
<TABLE>
<CAPTION>
FOR THE THIRTEEN WEEKS ENDED
--------------------------------
APRIL 29, MAY 1,
2000 1999
--------- ---------
<S> <C> <C>
Conversion of debt and accrued interest payable in
exchange for common stock $ 624,514 --
Unrealized loss on marketable securities 178,435 --
Increase in investment in partially-owned affiliate 18,557,988 --
Cash paid during the period for:
Interest 1,642,426 $1,100,642
</TABLE>
NOTE 12 - OTHER
In March 2000, we acquired approximately 5% of the outstanding shares
of common stock of The Sportsman's Guide, Inc., a marketer of value priced
outdoor gear and general merchandise for cash totaling approximately $1.4
million. The Sportsman's Guide, Inc. offers its products via various catalogues
and the Internet. We also signed a letter of intent to acquire additional shares
of common stock of The Sportsman's Guide, Inc. representing approximately an
additional 11% of its outstanding shares of common stock. The transaction is
subject to due diligence and to date has not been completed.
On March 6, 2000, we signed a letter of intent to acquire a 30%
interest in Cellpoint Corporation, an Internet based distributor and retailer of
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wireless electronic equipment that sells its products both retail and wholesale,
domestically and internationally. This transaction is subject to due diligence
and to date has not been completed.
On April 6, 2000, we signed a letter of intent to acquire a 30%
interest in Backus Turner International, a company involved in Internet
advertising media. This transaction is subject to due diligence and to date has
not been completed.
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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.
WE MAY HAVE PROBLEMS RAISING THE MONEY NEEDED IN THE FUTURE.
Our growth strategy includes investment in 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.
OUR SUCCESS DEPENDS SIGNIFICANTLY ON INCREASED USE OF THE INTERNET BY BUSINESSES
AND INDIVIDUALS.
Our success depends significantly on increased use of the Internet for
advertising, marketing, providing services, and conducting business. Commercial
use of the Internet is currently at an early stage of development and the future
of the Internet is not clear. Our business strategy will suffer if commercial
use of the Internet fails to grow in the future.
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 to incur additional debt;
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 young companies.
IF THE UNITED STATES OR OTHER GOVERNMENTS REGULATE THE INTERNET MORE CLOSELY,
OUR BUSINESS MAY BE HARMED.
Because of the Internet's popularity and increasing use, new laws and
regulations may be adopted. These laws and regulations may cover issues such as
privacy, pricing, taxation and content. The enactment of any additional laws or
regulations may impede the growth of the Internet and our Internet-related
business and could place additional financial burdens on our business.
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TO SUCCEED, WE MUST RESPOND TO THE RAPID CHANGES IN TECHNOLOGY AND DISTRIBUTION
CHANNELS RELATED TO THE INTERNET.
The markets for our Internet products and services are characterized
by:
o rapidly changing technology;
o evolving industry standards;
o frequent new product and service introductions;
o shifting distribution channels; and
o changing customer demands.
Our success will depend on our ability to adapt to this rapidly
evolving marketplace. We may not be able to adequately adapt our products and
services or to acquire new products and services that can compete successfully.
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 grows, 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 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'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
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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 MAY NOT BE ABLE TO OBTAIN THE FUNDS NEEDED UNDER ITS LINE OF CREDIT
TO OPERATE ITS BUSINESS.
As discussed above, Perfumania's sales and operating results fluctuate
by season, like many specialty retailers. Perfumania's line of credit funds
inventory purchases and supports new retail store openings. Any future
limitation on its borrowing ability and access to financing could limit the
opening of new stores and obtaining merchandise on satisfactory terms. On May
12, 2000, Perfumania entered into a three-year senior secured credit facility
with GMAC Commercial Credit LLC that provides for borrowings of up to $40
million. 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. 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 will be secured by a first lien on all assets of
Perfumania and 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. The new credit facility replaces the LaSalle National
Bank credit facility, which expired on May 31, 2000.
PERFUMANIA'S PRESIDENT AND KEY PERSONNEL ARE CRITICAL TO OUR BUSINESS, AND THESE
KEY PERSONNEL MAY NOT REMAIN WITH PERFUMANIA IN THE FUTURE.
Jerome Falic, Perfumania's President, is primarily responsible for its
merchandise purchases. He has developed strong, reliable relationships with
suppliers and customers of Perfumania's wholesale division in the United States,
Europe, Asia and South America. The loss of his service or any of Perfumania's
other current executive officers could seriously harm us.
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 the number of retail stores
and revenues that it has achieved historically. Perfumania's growth is
dependent, in large part, 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 management and other personnel, having adequate capital resources and
successfully integrating new stores into existing operations. It is possible
that Perfumania's new stores will not achieve sales and profitability comparable
to existing stores, and it is possible that the opening of new locations will
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.
LIQUIDITY AND CAPITAL RESOURCES
Our principal capital requirements are to fund working capital needs,
to open new stores and to renovate existing stores. For the first thirteen 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 April 29, 2000, we had a working capital of approximately $9.4
million compared to a working capital of approximately $8.7 million at January
29, 2000. The increase was primarily due to an increase in inventory and
advances to suppliers offset by increases in accounts payable.
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Net cash used in operating activities during the current period was
approximately $8.2 million compared with approximately $2.8 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 $4.1 million,
compared with approximately $0.9 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. We will consider
investing in another company which we believe will provide synergy with our
existing operations and business strategy. Investments in and advances to
partially owned affiliates increased by approximately $2.9 million primarily as
a result of a $1.4 investment made to The Sportsman's Guide, Inc. and a $1.0
million investment in TakeToAuction.com. See Notes 5 and 8.
Net cash provided by financing activities during the current period was
approximately $13.2 million compared with approximately $3.4 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.
On May 12, 2000, Perfumania entered into a three-year senior secured
credit facility with GMAC Commercial Credit LLC 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. 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 will be 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 will contain various financial covenants including net worth
and fixed charges coverage, as defined by the lender.
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 thirteen weeks ended April 29, 2000, Perfumania opened 1
store and closed 9 underperforming stores. At April 29, 2000, Perfumania
operated 268 stores. Perfumania intends to focus on improving the profitability
of its existing stores and plans to open no more than 5 new stores in fiscal
2000.
RESULTS OF OPERATIONS
COMPARISON OF THE THIRTEEN WEEKS ENDED APRIL 29, 2000 WITH THE THIRTEEN WEEKS
ENDED MAY 1, 1999.
Net sales increased .5% from $39.4 million in the first thirteen weeks
of 1999 to $39.6 million in the first thirteen weeks of 2000. The increase in
net sales was the result of an 18.4% increase in retail sales (from $28.1
million to $33.3 million) offset by a 44.0% decrease in wholesale sales (from
$11.3 million to $6.3 million). The decrease in wholesale sales was primarily
due to a reduction in sales to a customer who in the first quarter of 1999
accounted for 80% of wholesale sales. We do not anticipate that this trend will
continue as wholesale sales vary from quarter to quarter and sales levels in a
particular quarter are not indicative of sales to be expected for the fiscal
year. The increase in retail sales was due to a 23% increase in Perfumania's
comparable store sales compared to the prior year. The average number of stores
operated during the first thirteen weeks of 2000 compared to the first thirteen
weeks of 1999 decreased from 288 to 270.
Gross profit increased 7.7% from $15.3 million in the first thirteen
weeks of 1999 (38.7% of total net sales) to $16.4 million in the first thirteen
weeks of 2000 (41.5% of total net sales) primarily due to an increase in gross
profit for the retail division, offset by a decrease in gross profit for the
wholesale division.
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Gross profit for the wholesale division decreased 36.5% from $2.2
million in the first thirteen weeks of 1999 to $1.4 million in the first
thirteen weeks of 2000 due to the decrease in wholesale sales discussed above.
As a percentage of net sales, gross profit for the wholesale division increased
from 19.5% in the first thirteen weeks of 1999 to 22.0% in the first thirteen
weeks of 2000. Wholesale sales historically yield a lower gross margin when
compared to retail sales.
Gross profit for the retail division increased 15.1% to $15.0 million
in the first thirteen weeks of 2000 from $13.1 million in the first thirteen
weeks of 1999 as a result of higher retail sales. As a percentage of net retail
sales, gross profit for the retail division decreased from 46.4% in the first
thirteen weeks of 1999 to 45.1% in the first thirteen weeks of 2000 due to a
change 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. We expect this trend to continue in fiscal 2000 when compared to the
prior year.
Operating expenses, which include selling, general and administrative
expenses, as well as depreciation, increased 5.9% from $17.8 million in the
first thirteen weeks of 1999 to $18.8 million in the first thirteen weeks of
2000. The increase was primarily attributable to costs associated with higher
retail store salary and incentive expense due to increased store payroll hours
combined with an increase in average hourly wage rates. In addition, we incurred
payroll and other administrative costs associated with its reorganization into a
holding company.
Interest expense increased from $1.5 million for the thirteen weeks
ended May 1, 1999 to $4.0 million for the thirteen weeks ended April 29, 2000.
The increase is principally due to the issuance of $9 million of Series C and D
convertible notes in March 2000 which resulted in a non-cash beneficial
conversion interest charge of approximately $2.6 million. See Note 6.
As a result of the foregoing, we had a net loss of $6.6 million in the
first thirteen weeks of 2000 compared to a net loss of $4.1 million in the first
thirteen weeks of 1999. Net loss per share for the thirteen week periods ended
April 29, 2000 and May 1, 1999, was $0.78 and $0.56 per share, respectively.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
During the quarter ended April 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
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.
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We have used the proceeds from the aforementioned issuance of
convertible debentures, net of expenses incurred in the registration of such
shares as prescribed in the respective agreements, for capital and operating
expenditures.
The following table provides information regarding to whom our
convertible notes.
<TABLE>
<CAPTION>
PROCEEDS RECEIVED NUMBER OF SHARES PROCEEDS RECEIVED NUMBER OF SHARES
FOR SALE OF SERIES C ISSUED WHEN FOR SALE OF SERIES D ISSUED WHEN
CONVERTIBLE NOTES CONVERTED CONVERTIBLE NOTES CONVERTED OR
PURCHASED UNDER OR ISSUABLE ASSUMING PURCHASED UNDER ISSUABLE ASSUMING
SECURITIES PURCHASE CONVERSION OF THE SECURITIES PURCHASE CONVERSION OF
AGREEMENT, DATED SERIES C CONVERTIBLE AGREEMENT, DATED SERIES D CONVERTIBLE
MARCH 9, NOTES ON MAY 23, MAY 27, NOTES ON MAY 23,
2000 2000 2000 2000(1)
------------------ -------------------- ----------------- -------------------
<S> <C> <C> <C> <C>
S. Robert Productions, LLC ............. $ 250,000 104,894 $ 0 0
Cranshire Capital, L.P. ................ 1,750,000 734,258 2,000,000 839,151
EP Opportunity Fund, L.L.C ............. 0 0 469,000 218,985
EP Opportunity Fund International,
Ltd .................................. 0 0 31,000 14,475
The dotCom Fund, LLC ................... 1,250,000 524,470 2,000,000 839,151
EP.com Fund, LLC ....................... 600,000 280,151 400,000 186,768
EP.com Fund International, Ltd. ........ 150,000 70,038 0 0
EURAM Cap Strat. "A" Fund Limited ...... 0 0 100,000 41,957
Parlux Fragrances ...................... 0 0 0 0
---------- --------- ---------- ---------
Total ............................. $4,000,000 1,584,159 $5,000,000 1,980,198
========== ========= ========== =========
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Index to Exhibits
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- -------------------------
10.1 Revolving Credit and Security Agreement by and among Perfumania, Inc.,
Perfumania Puerto Rico, Inc., Magnifique Parfumes and Cosmetics, Inc.
and Ten Kesef II, Inc., as Borrowers and GMAC Commercial Credit LLC, as
Lender
27.1 Financial Data Schedule (1)
------------------
(1) Filed herewith.
(b) Reports on Form 8-K.
On February 11, 2000, we filed a Current Report on
Form 8-K disclosing our reorganization into a holding
company structure.
On April 11, 2000, we filed a Current Report on Form
8-K reporting that on April 4, 2000 our auditor,
PricewaterhouseCoopers LLP, resigned as our
independent certified public accountants, effective
upon completion of the audit of our consolidated
financial statements for the fiscal year ended
January 29, 2000.
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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: June 12, 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 and
Director
(Principal Financial and
Accounting Officer)
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